SCHEDULE " " CONTENT PROTECTION REQUIREMENTS (FOR AVOD TO OTT Devices) In addition to any security and content protection requirements set forth elsewhere in the Agreement, Licensee shall comply, and shall cause the Authorized Third Parties to comply, with each of the requirements set forth in this Schedule. Capitalized terms used herein but not otherwise defined in this Schedule shall have the meanings, if any, given to them in the Agreement. The term “Licensed Program” as used herein shall mean any Episode of the Series. The term “Program Service” as used herein shall mean Licensee’s content delivery service that is licensed in the Agreement, which shall be branded solely with the Crackle brand and shall be owned and controlled by Licensee. The terms of this Schedule are non- precedential and non-prejudicial with respect to any future agreement between the parties. A. MASTERS, RIGHT TO INSPECT: 1. Licensee and the Authorized Third Parties shall employ security systems and procedures that are designed to effectively prevent the theft, pirating and unauthorized access to, exhibition, distribution, use and duplication of any Master (or sub-Master) of any Licensed Program and any other materials supplied by Fox. Such systems shall be no less protective than those used for any other content exhibited on the Program Service. When stored, all Licensed Programs shall be encrypted and stored only on password-protected servers located in secure, controlled-access facilities owned or controlled by Licensee or an Authorized Third Party and located in the Territory. In addition, all transmissions of the Licensed Programs shall be encrypted. 2. Upon reasonable notice (no less than 30 days prior written notice) and no more than once per calendar year, Fox shall have the right to engage an independent third party (chosen by Fox but subject to Licensee’s approval, which shall not be unreasonably withheld) to visit, inspect and review the facilities and security systems and procedures of Licensee and Licensee’s Authorized Vendors. Such inspection shall be conducted during normal business hours and in a manner designed to not unreasonably interfere with Licensee’s or the Authorized Vendor’s ordinary business operations. The results of any such inspection and any confidential information obtained in the course of such inspection, such as the details regarding any Security Breach, shall constitute confidential information under the Agreement. In addition, Licensee shall promptly notify Fox of any material change in any of these systems and procedures. B. TERMS OF USE: 1. All “Terms of Use” and similar statements on Authorized Websites and as otherwise displayed or distributed to end users shall state terms that are substantially similar to the following: (i) a user shall be granted no more than a non- exclusive, non-transferable, limited license to view the Licensed Programs for such user’s personal, non-commercial viewing and no other use is permitted; (ii) except Crackle Draft CP Schedule – 10-31-11 AVOD to OTT Devices Subject to review by Fox Senior Management Fox Confidential -1- for the foregoing limited license, no right, title or interest in any Licensed Program shall be deemed transferred to any user, and there shall be only a limited license and not a sale with respect to any Licensed Program; (iii) the user shall be prohibited from circumventing, removing, deactivating, altering or degrading any of the content protections in the Program Service, Authorized Application, Authorized Websites, Security Solutions or Permitted Devices; and (iv) any material violation of the limited license or anti-circumvention provisions above may result in termination of the user’s use of the Licensed Programs. 2. Enforcement: Licensee shall use commercially reasonable efforts to administer compliance with the Terms of Use and shall take reasonable actions (as determined by Licensee) against any user who violates the Terms of Use, which actions may include terminating or restricting a user’s use of the Program Service and/or initiating legal action. Notwithstanding the foregoing, Fox reserves all of its rights and remedies under law and in equity against all users and all other parties who infringe or violate Fox’s rights with respect to the Licensed Programs. C. PERMITTED DEVICES: 1. “Permitted Devices” means Personal Computers, CE Streaming Devices, Mobile Devices and Additional Devices. All Permitted Devices that receive a transmission of any Licensed Program shall comply with the applicable requirements in this Schedule. Fox shall have the right upon thirty (30) days prior written notice (including by email notice) to Licensee, to de-authorize, for any material security or content protection reason, any particular Permitted Device with respect to Standard Definition exhibition and/or High Definition exhibition (as applicable) and any such device shall no longer be authorized with respect to the delivery of Licensed Programs in Standard Definition and/or High Definition, as specified by Fox. 2. “Additional Device” means an additional device that is authorized by Fox in writing (including by email) to receive the Licensed Programs. If (a) Licensee requests to Fox in writing that an additional device be authorized by Fox, (b) Licensee provides sufficient detail regarding such device, and (c) Fox does not respond within 15 days after Fox’s receipt of such request, then such additional device shall be deemed authorized hereunder provided that it complies with the applicable requirements in this Schedule. 3. “CE Streaming Device” means a hardware device that complies with all of the following: (a) is (i) a Game Console, (ii) an internet-connected television, or (iii) an internet-connected Blu-ray disc player that is compliant with the applicable specifications and requirements of the Blu-ray Disc Association, (b) complies with the Integrity Security Requirements, and (c) supports the applicable Security Solution and has an embedded Authorized Application. The term “CE Streaming Device” excludes any portable device, handheld device, tablet, iOS device (e.g. iPad), phone, cellular or mobile device, digital media adapter, set-top box, personal computer and any other Permitted Device. Upon Fox’s request (not to exceed one time per calendar quarter), Licensee shall provide Fox with a list of all CE Streaming Devices (by maker/model) on which the Program Service is then available. 4. “Game Console” means (a) Microsoft’s Xbox 360 game console, (b) Sony’s PLAYSTATION®3 game console or (c) Nintendo Wii game console. Crackle Draft CP Schedule – 10-31-11 AVOD to OTT Devices Subject to review by Fox Senior Management Fox Confidential -2- 5. “Set-Top Box” means (a) the standalone Roku-branded internet-connected set- top box that does not have any integrated cable, IPTV or satellite receiver functionality, or (b) the DLink Boxee Box, provided that the DLink Boxee Box and Boxee Box software: (i) are not designed to provide, and do not generally provide, access to illegal (i.e. infringing) content or illegal distribution of content (including by hosting, embedding, linking, streaming, framing or any other means), except that the Boxee Box may have a standard open internet browser, (ii) do not support BitTorrent or other P2P applications or other applications that are designed to facilitate illegal distribution of content or access to illegal content, and (iii) promptly force upgrades to eliminate hacks which facilitate illegal distribution of content or access to illegal content. [Note to Spencer: I believe that Boxee can force upgrades] 6. “Mobile Device” means (a) an Apple iPhone, an Apple iPod or an Apple iPad that runs an Apple iOS mobile operating system, (b) cellular phone or tablet that runs a Google Android mobile operating system (version 2.2 or higher), (c) cellular phone or tablet that runs a Blackberry mobile operating system, (d) cellular phone or tablet that runs a Windows mobile operating system and (e) the Sony Dash, provided that in each case such device supports the applicable Security Solution and has an Authorized Application installed. 7. “Personal Computer” means a laptop or a desktop personal computer that runs a PC-only (non-mobile version) of Windows OS, Mac OS or Linux OS and that supports the applicable Security Solution and has an Authorized Application installed. The term “Personal Computer” excludes any portable device (except a laptop personal computer), handheld device, tablet, iOS device (e.g. iPad) or Android OS device, phone, cellular or mobile device, game console, digital media adapter, set-top box, Blu-ray player, television and any other Permitted Device. D. OTHER DEFINITIONS: 1. “Authorized Application” means a device application or a media player that meets all of the following requirements: (a) is implemented, operated and controlled by Licensee (or by an Authorized Vendor on behalf of Licensee), (b) is branded solely with the Crackle brand, (c) operates on, and permits delivery of Licensed Programs to, solely the applicable Permitted Device, and does not allow delivery of Licensed Programs to any other device or application, (d) implements a Security Solution to protect the Licensed Programs from unauthorized access, distribution and use, (e) checks the version and signature of the firmware and the operating system of the device seeking playback, and does not allow playback of any Licensed Program if the firmware or operating system is unauthorized (e.g., if the device is rooted or jailbroken) or if the device or media player has a known content security issue for which an update is available, (f) forces security upgrades to the device application or the media player promptly upon such upgrades becoming available if they address a known content security issue (i.e., access to the Program Service and Licensed Programs on that particular device is suspended unless the user promptly upgrades to the latest authorized version of the Authorized Application when there is a known security problem), (g) enforces the content protection requirements set forth in this Schedule, and (h) is revocable by Licensee on a class of Permitted Devices basis.