VOD & SVOD L ICENSE AGREEMENT

THIS VOD & SVOD LICENSE AGREEMENT (together with all exhibits, attachments and schedules hereto, “Agreement”), dated as of March [__], 2013 (“Agreement Date”), is entered into by CPT Holdings, Inc., a Delaware corporation with an address at 10202 W. Washington Boulevard, Culver City, California 90232 (“Licensor”), and DLA, Inc., a Delaware corporation with an address at 1550 Biscayne Boulevard, Miami, Florida 33132 (“Licensee”). The parties hereto agree as follows:

PRINCIPAL TERMS AND CONDITIONS OF VOD/SVOD LICENSE AGREEMENT (“VOD/SVOD Terms”)

1. DEFINITIONS. When used in this Agreement (and not otherwise defined herein) the following capitalized terms have the meanings set forth below. Section references are to sections in these VOD/SVOD Terms unless stated otherwise.

1.1 “Subscription Video-On-Demand” or “SVOD” means the point-to-point electronic delivery of an audio-visual program or programs from a remote source to a customer in response to such customer’s request (a) for which such customer is charged a fixed material periodic fee (no more frequently than monthly), and not on a per-program(s) or per exhibition(s) basis, which fee is unaffected in any way by the purchase of other programs, products or services, but not referring to any fee in the nature of an equipment rental or purchase fee or activation or installation fee; and (b) the exhibition start time of which is at a time specified by the customer in its discretion. SVOD shall not include, without limitation, VOD, free or advertiser-supported video-on-demand, pay-per-view, electronic sell-through, manufacture-on-demand, in-store digital download (i.e., kiosks), home video, premium pay television, basic television or free broadcast television exhibition.

1.2 “SVOD Availability Date” with respect to an SVOD Included Program means the date on which such SVOD Included Program is first made available to Licensee for exhibition on a SVOD basis hereunder, as specified in Section 4.2.2.

1.3 “SVOD Included Program” means all Features Films and Television Episodes licensed by Licensee on an SVOD basis hereunder pursuant to Section 4.1.2.

1.4 “SVOD License Period” with respect to an SVOD Included Program means the period during which Licensee shall make such SVOD Included Program available for exhibition on a SVOD basis hereunder, as specified in Section 4.3.2.

1.5 “SVOD Service” means the SVOD programming service (and, for clarification, not the lower tiered SVOD service which will be offered at a lower price or for free by Licensee or the Authorized Operators) in the Territory, which is (a) wholly owned, controlled and operated by Licensee or the applicable Authorized Operator set forth in Schedule D, (b) branded “NEON,” “Claro Video,” or “Now” or such other applicable brand name set forth on Schedule D (or, provided that Licensee gives Licensor prior written notice thereof, a successor brand of any of the foregoing), and (c) accessible on (i) an Approved Personal Computer at the URLs set forth on Schedule D, or such additional or subsequent URLs that is tied to the brand name of the SVOD Service as may be notified by Licensee to Licensor in writing from time-to-time, (ii) an

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Approved Connected Device (other than an Approved Personal Computer) through an embedded Playback Application, and (iii) an Approved Set-Top Box via an Authorized System. Except as permitted in Section 2.2 below, or Section 2.3.4 of Schedule A and Section 12.8 of Schedule A herein, the SVOD Service shall be non-advertiser supported and may not be sub-distributed, co-branded, syndicated, “white labeled” or “powered” (e.g., “Yahoo! Video powered by Claro Video”).

1.6 “SVOD Subscriber” means each unique user located in the Territory who has subscribed to the SVOD Service and is authorized to receive, decrypt and view an exhibition of an SVOD Included Program on the SVOD Service in accordance with the terms hereof.

1.7 “SVOD Usage Rules” means the content usage rules applicable to SVOD Included Programs available on the SVOD Service, as set forth in the attached Schedule F.

1.8 “URL” means Universal Resource Locator, an address that allows an Internet browser to locate a web site on the Internet, and shall include all subdomains (including country or region specific subdomains) and mobile-specific domains that are tied to the main domain name.

1.9 “Video-On-Demand” or “VOD” means the point-to-point electronic delivery of a single audio-visual program from a remote source to a customer in response to such customer’s request (a) for which the customer is charged a material per-transaction fee solely for the privilege of viewing each separate exhibition of such program during the VOD Viewing Period (or multiple exhibitions of such program, each commencing during the VOD Viewing Period), which fee is unaffected in any way by the purchase of other programs, products or services, but not referring to any fee in the nature of an equipment rental or purchase fee or activation or installation fee; and (b) the exhibition start time of which is at a time specified by the customer in its discretion. Video-On-Demand shall not include, without limitation, SVOD, free or advertiser-supported video-on-demand, pay-per-view, electronic sell-through, manufacture-on-demand, in-store digital download (i.e., kiosks), home video, premium pay television, basic television or free broadcast television exhibition.

1.10 “VOD Availability Date” with respect to a VOD Included Program means the date on which such VOD Included Program is first made available to Licensee for exhibition on a Video-On-Demand basis hereunder, as specified in Section 4.2.1.

1.11 “VOD Included Program” means all Current Films and Library Films licensed by Licensee on a VOD basis hereunder pursuant to Section 4.1.1.

1.12 “VOD License Period” with respect to a VOD Included Program means the period during which Licensee shall make such VOD Included Program available for exhibition on a Video-On-Demand basis hereunder, as specified in Section 4.3.1.

1.13 “VOD Service” means the VOD programming service in the Territory, which is (a) wholly owned, controlled and operated by Licensee or the applicable Authorized Operator set forth on Schedule D, (b) branded “NEON” or “Claro Video” or such other applicable brand name set forth on Schedule D (or, provided that Licensee gives Licensor prior written notice thereof, a successor brand of any of the foregoing), and (c) accessible on (i) an Approved Personal Computer at the URLs set forth in Schedule D, or such additional or subsequent URLs

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that is tied to the brand name of the VOD Service as may be notified by Licensee to Licensor in writing from time-to-time, (ii) an Approved Connected Device (other than an Approved Personal Computer) through an embedded Playback Application, and (iii) an Approved Set-Top Box via an Authorized System. Except as permitted in Section 2.3.4 of Schedule A, the VOD Service shall be non-advertiser supported and may not be sub-distributed, co-branded, syndicated, “white labeled” or “powered” (e.g., “Yahoo! Video powered by Claro Video”).

1.14 “VOD Subscriber” means each unique user located in the Territory who is authorized to receive, decrypt and view an exhibition of a VOD Included Program on the VOD Service in accordance with the terms hereof.

1.15 “VOD Subscriber Transaction” means any instance whereby a VOD Subscriber is authorized by Licensee to receive an exhibition of all or a part of a single VOD Included Program as part of the VOD Service.

1.16 “VOD/SVOD Approved Delivery Means” means the Encrypted delivery via Streaming of audio-visual content (i) to an Approved Set-Top Box over an Authorized System (“Closed Authorized System Delivery”), (ii) to an Approved Connected Device over the public, free to the consumer (other than a common carrier/ISP charge) global network of interconnected networks (including the so-called Internet, Internet2 and World Wide Web) using IP technology, whether transmitted over cable, DTH, FTTH, ADSL/DSL, broadband over power lines or other means (“Internet Delivery”), and (iii) to an Approved Mobile Device over cellular wireless networks integrated through the use of 2G (GSM, CDMA), 3G (UMTS, CDMA-2000), 4G (LTE, WiMAX), or any additional protocols, or successor or similar technology that Licensor has approved for use by any other VOD/SVOD distributors in the Territory (“Mobile Delivery”). “VOD/SVOD Approved Delivery Means” does not include, without limitation, delivery via Viral Distribution or delivery on an Electronic Download basis.

1.17 “VOD/SVOD Avail Term” means the term during which Licensor shall be required to make titles available for licensing on a VOD or SVOD basis hereunder, as applicable, and Licensee shall be required to license titles for exhibition on a VOD or SVOD basis hereunder, as applicable, as specified in Section 3.1.

1.18 “VOD Usage Rules” means the content usage rules applicable to VOD Included Programs available on the VOD Service, as set forth in the attached Schedule E.

1.19 “VOD Viewing Period” means, with respect to a VOD Subscriber Transaction, the time period (a) commencing at the time the VOD Subscriber is initially technically enabled to view a VOD Included Program but in no event earlier than its VOD Availability Date, and (b) ending on the earlier of (i) 48 hours thereafter and (ii) the expiration of the VOD License Period for such VOD Included Program.

2. LICENSE.

2.1 Subject to Licensee’s full and timely compliance with its obligations hereunder, Licensor hereby grants to Licensee, and Licensee hereby accepts, a limited non-exclusive, non-transferable, non-sublicensable (except as set forth in Section 2.2 below) license to exhibit on the terms and conditions set forth herein: (a) each VOD Included Program in its Authorized Version

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and in the Licensed Language during its VOD License Period on a Video-On-Demand basis on the VOD Service delivered to a VOD Subscriber within the Territory by means of the VOD/SVOD Approved Delivery Means pursuant solely to a VOD Subscriber Transaction, for viewing within such Subscriber’s Private Residence or viewing as a Personal Use solely during the applicable VOD Viewing Period, in accordance with the VOD Usage Rules and subject at all times to the Content Protection Obligations and Requirements set forth in Schedule C, and (b) each SVOD Included Program in its Authorized Version and in the Licensed Language during its SVOD License Period on a SVOD basis on the SVOD Service delivered to an SVOD Subscriber within the Territory by means of the VOD/SVOD Approved Delivery Means, for viewing within such SVOD Subscriber’s Private Residence or viewing as a Personal Use, in accordance with the SVOD Usage Rules and subject at all times to the Content Protection Obligations and Requirements set forth in Schedule C. Licensee shall have the right to exploit the foregoing rights using VCR Functionality. Licensor shall not be subject to any holdback at any time with respect to the exploitation of any Included Program in any version, language, territory or medium or by any transmission means, in any format to any device in any venue or in any territory; provided, however, that Licensor shall not make more than 33% of the SVOD Included Programs available on a free or advertiser-supported video-on-demand basis in the Territory during the respective SVOD License Periods for such SVOD Included Programs. Notwithstanding the foregoing, the parties agree that the foregoing shall not limit the terms of Section 2.3 of Schedule A.

2.2 Right to Sublicense . Licensee shall be entitled to sublicense the rights granted under this Agreement only in relation to the VOD Service and the SVOD Service to an Authorized Operator, provided, that Licensee shall be liable to Licensor for any act or omission of any Authorized Operator which would be a breach of this Agreement if done or failed to be done by Licensee, and Licensee shall be responsible for all claims, actions, expenses and liability suffered or incurred by Licensor, arising out of or in connection with any act or omission of each Authorized Operator to the same extent as if such act or omission were done or failed to be done by Licensee.

2.3 Resolution . Licensee shall exhibit all VOD Included Programs and SVOD Included Programs in Standard Definition and, to the extent High Definition materials are available, in High Definition. Notwithstanding the foregoing, Licensor shall make all Current Features available to Licensee for exhibition in Standard Definition and High Definition.

3. AVAIL TERM; TERM

3.1 VOD/SVOD Avail Term . The “VOD/SVOD Avail Term” consists of the Initial VOD/SVOD Avail Term together with the VOD/SVOD Extension Period, if any. The “Initial VOD/SVOD Avail Term” commences on March 1, 2013, and terminates two (2) years and two (2) months thereafter on April 30, 2015. Thereafter, the Initial VOD/SVOD Avail Term automatically extends for two (2) additional, successive two (2) year periods (each, a “VOD/SVOD Extension Period”) unless Licensor, in its sole discretion, gives Licensee notice of non-extension at least 90 days prior to the expiration of the then current VOD/SVOD Avail Term. The initial 14-month period beginning March 1, 2013 and each 12-month period thereafter beginning May 1, 2014 during the VOD/SVOD Avail Term is an “VOD/SVOD Avail Year,” with the first such Avail Year being “VOD/SVOD Avail Year 1,” the second being

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“VOD/SVOD Avail Year 2,” the third, if any, being “VOD/SVOD Avail Year 3,” the fourth, if any, being “VOD/SVOD Avail Year 4,” the fifth, if any, being “VOD/SVOD Avail Year 5,” and the sixth, if any, being “VOD/SVOD Avail Year 6”. It is acknowledged that the VOD License Period for a VOD Included Program or the SVOD License Period for an SVOD Included Program may expire after the end of the VOD/SVOD Avail Term.

3.2 VOD/SVOD Term . The “VOD/SVOD Term” of this Agreement commences on the Agreement Date and expires on the earlier to occur of (a) the last day of the last VOD License Period or SVOD License Period to expire hereunder and (b) the termination of this Agreement in accordance with the terms hereof.

4. COMMITMENT; AVAILABILITY DATE; LICENSE PERIOD.

4.1 Commitment .

4.1.1 VOD Included Program Commitment . Licensee shall license from Licensor as VOD Included Programs hereunder: (a) all Current Films with a VOD Availability Date during the VOD/SVOD Avail Term, and (b) at least 30 Library Films in each VOD/SVOD Avail Year. Notwithstanding the foregoing, Licensee shall not be required to license from Licensor as VOD Included Programs hereunder more than fifteen (15) Current Films that are DTVs (or such lower number of DTVs that Licensor makes available to Licensee for licensing hereunder) in each VOD/SVOD Avail Year. Licensor shall provide Licensee with periodic availability lists setting forth each Current Film to be licensed hereunder (“VOD Current Avail List”), along with its VOD Availability Date. Licensor shall use good faith efforts to include on each such VOD Current Avail List whether HD or 3D versions are available and all Licensed Language versions available. Licensor has previously provided Licensee with the availability list of Library Films from which Licensee shall select the Library Films to be licensed for VOD/SVOD Avail Year 1 in accordance with this Section 4.1.1, and by no later than 90 days prior to the beginning of each subsequent VOD/SVOD Avail Year, Licensor shall provide Licensee with an availability list of Library Films, along with their respective VOD Availability Dates, from which Licensee shall select the Library Films to be licensed for such VOD/SVOD Avail Year in accordance with this Section 4.1.1 (each, a “VOD Library Avail List”). Licensor shall use good faith efforts to include on each such VOD Library Avail List whether HD or 3D versions are available and all Licensed Language versions available. Each VOD Library Avail List provided subsequent to VOD/SVOD Avail Year 1 shall contain Library Films comparable in number to the number of Library Films listed on the VOD Library Avail List provided for VOD/SVOD Avail Year 1 (which, as a point of reference, has been attached hereto as Schedule G-2). Licensor shall use good faith efforts to list Library Films in all VOD Library Avail Lists provided subsequent to VOD/SVOD Avail Year 1 that are comparable in quality to the Library Films listed on the VOD Library Avail List provided for VOD/SVOD Avail Year 1; provided, however, that Licensor cannot offer any assurance with respect thereto. Licensee’s selection of VOD Library Films to be licensed for VOD/SVOD Avail Year 1 shall be made in accordance with the last paragraph in Section 6.1.1 (b) below. If Licensee fails to select the Library Films required to be licensed under this Section 4.1.1 with respect to each subsequent Avail Year within 30 days after receiving the VOD Library Avail List for such Avail Year, Licensor shall have the right to designate such Library Films.

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4.1.2 SVOD Included Program Commitment . Licensee shall license from Licensor as SVOD Included Programs hereunder in each VOD/SVOD Avail Year: (a) 125 Library Films (of which there shall be a minimum of 10 in Tier A, 45 in Tier B and 45 in Tier C), (b) 200 Library Series Television Episodes, (c) 45 Early Window Films (of which there shall be a minimum of 15 DTVs, MFTs, and/or Foreign Films), (d) 100 Current Series Television Episodes, (e) 100 Non-Returning Series Television Episodes, and (f) 150 Local Series Television Episodes. Licensor has previously provided to Licensee the availability list from which Licensee shall select the Library Films, Library Series Television Episodes, Early Window Films, Current Series Television Episodes, Non-Returning Series Television Episodes and Local Series Television Episodes (collectively, “Available SVOD Programs”) to be licensed for VOD/SVOD Avail Year 1 in accordance with this Section 4.1.2, and by no later than 90 days prior to the beginning of each subsequent VOD/SVOD Avail Year, Licensor shall provide Licensee with an availability list of the Available SVOD Programs, along with their SVOD Availability Dates and the Tier (i.e., Tier A, Tier B or Tier C) into which they fall, if applicable, from which Licensee shall select the programs to be licensed for such VOD/SVOD Avail Year in accordance with this Section 4.1.2 (“SVOD Avail List,” and together with the “VOD Current Avail List” and “VOD Library Avail List,” collectively, “Avail Lists”). Licensor shall use good faith efforts to include on each such SVOD Avail List whether HD or 3D versions are available and all Licensed Language versions available. All SVOD Avail Lists provided subsequent to VOD/SVOD Avail Year 1 shall contain Available SVOD Programs comparable in number to the number of Available SVOD Programs listed in the SVOD Avail List provided for VOD/SVOD Avail Year 1 (which, as a point of reference, has been attached hereto as Schedule G-3). Licensor shall use good faith efforts to list Available SVOD Programs in all SVOD Avail Lists provided subsequent to VOD/SVOD Avail Year 1 that are comparable in quality to the Available SVOD Programs listed the on the SVOD Avail List provided for VOD/SVOD Avail Year 1; provided, however, that Licensor cannot offer any assurance with respect thereto. Licensee’s current selection of Feature Films and Television Episodes to be licensed for VOD/SVOD Avail Year 1 under this Section 4.1.2 is attached hereto as Schedule G-1, provided however that the parties acknowledge and agree that Licensee must still select 10 more Local Series Television Episodes in order to satisfy its commitment for VOD/SVOD Avail Year 1, which selection shall be made by Licensee as soon as reasonably practicable after the full execution of this Agreement but in no event later than July 1, 2013. If Licensee fails to select such Local Series Television Episodes by July 1, 2013, Licensor will have the right to designate such Local Series Television Episodes. If Licensee fails to select the Feature Films and Television Episodes required to be licensed under this Section 4.1.2 or under Section 4.1.3(c) below with respect to each subsequent Avail Year within 30 days after receiving the SVOD Avail List for such Avail Year, Licensor will have the right to designate such Feature Films and Television Episodes.

4.1.3 Additional SVOD Included Programs . In addition to Licensee’s licensing commitment obligations set forth in Section 4.1.2 above, Licensee shall license as SVOD Included Programs hereunder the following programs (“Additional SVOD Programs”):

(a) During VOD/SVOD Avail Year 1, the first four (4) seasons of “Breaking Bad”;

(b) During VOD/SVOD Avail Year 1, “Si Me Miran Tus Ojos”;

(c) During each VOD/SVOD Avail Year during the VOD/SVOD Term, an additional 500 Library Series Television Episodes, which shall be selected by Licensee from

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the SVOD Avail List provided for such VOD/SVOD Avail Year. Licensee’s current selection of Library Series Television Episodes to be licensed for VOD/SVOD Avail Year 1 under this subclause (c) is attached hereto as Schedule G-1, provided however that the parties acknowledge and agree that Licensee must still select 369 more Library Series Television Episodes in order to satisfy its commitment for VOD/SVOD Avail Year 1, which selection shall be made by Licensee as soon as reasonably practicable after the full execution of this Agreement but in no event later than July 1, 2013. If Licensee fails to select such Library Series Television Episodes by July 1, 2013, Licensor will have the right to designate such Library Series Television Episodes. For each subsequent VOD/SVOD Avail Year, Licensee shall select Library Series Television Episodes that fall into comparable or similar Tiers as those into which the Library Series Television Episodes listed in Schedule G-1 fall.

Each Additional SVOD Program licensed as SVOD Included Programs pursuant to this Section 4.1.3 shall be over and above the licensing commitment obligations of Licensee set forth in Section 4.1.1 and 4.1.2 above and thus may not be used to offset such commitments. Further, each Additional SVOD Program licensed as SVOD Included Programs pursuant to this Section 4.1.3 are excluded from the SVOD Annual Minimum Fees set forth in Section 6.2.1 below and thus the SVOD License Fee for each such Additional SVOD Program shall be equal to the amount set forth in the applicable Rate Card (subject to any Incremental Rate Card Increases, if applicable).

4.2 Availability Date .

4.2.1 VOD Availability Date . The VOD Availability Date for each VOD Included Program shall be as determined by Licensor in its sole discretion; provided, that the VOD Availability Date for each Current Film shall in no event be later than 59 days after the LVR for such VOD Included Program.

4.2.2 SVOD Availability Date . The SVOD Availability Date for each SVOD Included Program shall be as determined by Licensor in its sole discretion.

4.3 License Period .

4.3.1 VOD License Period . The VOD License Period for each VOD Included Program commences on its VOD Availability Date and ends on the earlier of: (a) a date established by Licensor in its sole discretion; provided, that (i) such date in the case of a Current Film shall in no event be earlier than 90 days after such Current Film’s VOD Availability Date, and (ii) such date in the case of a Library Film shall in no event be earlier than 12 months after such Library Film’s VOD Availability Date and (b) the termination of this Agreement for any reason. Notwithstanding the foregoing, Licensor may, in Licensor’s sole discretion, reduce the VOD License Period for any Current Film from ninety (90) days to a shorter period of no less than sixty (60) days upon written notice to Licensee (which may be given in the form of the VOD Current Avail List provided for such Current Film) thirty (30) days prior to the VOD Availability Date of such Current Film. Notwithstanding anything to the contrary herein, Licensor shall have the right to substitute a comparable new title to complete the VOD License Period of any Library Film that Licensor elects to withdraw, effective at any time after the initial 6 months of such Library Film’s VOD License Period have elapsed.

4.3.2 SVOD License Period . The SVOD License Period for each SVOD Included Program shall commence on its SVOD Availability Date and shall end on the earlier of

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(a) a date established by Licensor in its sole discretion; provided, that such date shall in no event be earlier than 12 months after such SVOD Included Program’s SVOD Availability Date unless otherwise specified on Schedule G-1, and (b) the termination of this Agreement for any reason.

5. PROGRAMMING/EXHIBITIONS.

5.1 VOD Exhibitions . Licensee shall make each VOD Included Program continuously available at all times on the VOD Service throughout the duration of their respective VOD License Periods. In addition to the foregoing, the VOD Included Programs shall receive due prominence on the VOD Service consistent with programs with similar genre and appeal from any other Major Studio, taking into consideration commercial incentives offered to Licensee by such other Major Studio in exchange for preferred placement on the VOD Service, provided, that Licensee agrees to offer Licensor opportunities to receive similar or comparable preferred placement for VOD Included Programs in exchange for similar or comparable commercial incentives.

5.2 SVOD Exhibitions . Licensee may make each SVOD Included Program available on the SVOD Service at any time during such SVOD Included Program’s SVOD License Period as determined by Licensee in its sole discretion.

6. LICENSE FEES; PAYMENT. Licensee shall pay to Licensor the VOD License Fee and the SVOD License Fee (collectively, “VOD/SVOD License Fee”) determined in accordance with this Article 6. Except as otherwise set forth herein, the License Fee is a net amount unreduced by any tax, levy or charge, the payment of which shall be the responsibility of Licensee.

6.1 VOD License Fee . For each VOD/SVOD Avail Year, the “VOD License Fee” equals the greater of (a) the aggregate total of the VOD Per-Program License Fees due for all VOD Included Programs with a VOD Availability Date in such VOD/SVOD Avail Year and (b) the VOD Annual Minimum Fee for such VOD/SVOD Avail Year.

6.1.1 “VOD Per-Program License Fee” for each VOD Included Program equals the product of (i) the total number of VOD Subscriber Transactions for such VOD Included Program, multiplied by (ii) the greater of the Actual VOD Retail Price and the Deemed VOD Price for such VOD Included Program, multiplied by (iii) the applicable VOD Licensor’s Share.

(a) “Actual VOD Retail Price” means for each VOD Included Program, the actual amount paid or payable by each Subscriber (whether or not collected by Licensee) on account of such Subscriber’s selection of such VOD Included Program from the VOD Service, excluding sales, use, consumption and similar taxes. No other deductions shall be allowed unless otherwise agreed in writing between the parties. The Actual VOD Retail Price for each VOD Included Program shall be established by Licensee in its sole discretion.

(b) “Deemed VOD Price” for each category of VOD Included Programs in each country of the Territory shall mean the following amounts (which amounts exclude sales, use, consumption and similar taxes):

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Country

SD Current

Films

SD Library Films

HD Current

Films

HD Library Films

Argentina ARS 8.26 ARS 7.90 ARS 9.92 ARS 9.48Brazil BRL 5.92 BRL 3.35 BRL 8.54 BRL 5.60Chile CLP 1672 CLP 1490 CLP 2512 **

Colombia COP 5173 COP 4741 COP 6751 COP 5401Caribbean Basin Islands USD 3.00 USD 2.00 USD 4.00 USD 4.00

Ecuador USD 3.57 USD 2.68 USD 4.46 USD 3.57Mexico MXN 34.48 MXN 21.55 MXN 50.00 **

Peru USD 2.51 USD 1.88 USD 3.14 USD 2.51

Venezuela VEF 5.00 VEF 3.75 VEF 8.26 VEF 6.61

Uruguay UYU 56 UYU 42 UYU 70 UYU 56Rest of Latin America USD 2.30 USD 1.00 USD 4.00 **

**  Licensor and Licensee shall each work in good faith to mutually agree upon the applicable Deemed VOD Prices for HD Library Films for Chile, Mexico and Rest of Latin America no later than April 1, 2013 so that final selections of the Library Films required to be licensed hereunder as VOD Included Programs may be selected by no later than May 1, 2013 and included on the VOD Service commencing no later than July 1, 2013.  In the event that the parties do not mutually agree upon such Deemed VOD Prices by such time, Licensee shall meet its minimum commitment of 30 Library Films in VOD/SVOD Avail Year 1 and each VOD/SVOD Avail Year thereafter by electing, in Licensee’s discretion, to either (a) select Library Films that are only available in SD (and, to the extent possible, Licensor shall ensure that sufficient SD-only Library Films are included in the applicable VOD Library Avail List), or (b) select HD Library Films subject to the lowest applicable Deemed VOD Price offered by Licensor (which shall not be higher than: (i) CLP 2512 in Chile, (ii) MXN 40.00 in Mexico, and (iii) USD 4.00 in Rest of Latin America). If Licensee fails to select the Library Films required to be licensed for Avail Year 1 by May 1, 2013 or the

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Library Films required to be licensed for each subsequent Avail Year by the deadline set forth in Section 4.1.1, Licensor shall have the right to designate such Library Films.

(c) “VOD Licensor’s Share” shall mean:

Category of VOD Included Program VOD Licensor’s

ShareCurrent Films (based on the number of days of such title’s VOD Availability Date from LVR)

0-14 days after LVR 70%15-44 days after LVR 65%45-59 days after LVR, or if no LVR occurred

60%

Mega-Hit Library Films 55%Other Library Films 50%

6.1.2 “VOD Annual Minimum Fee” for each VOD/SVOD Avail Year shall mean:

VOD/SVOD Avail Year 1 US$150,000VOD/SVOD Avail Year 2 US$225,000VOD/SVOD Avail Year 3, if any US$300,000VOD/SVOD Avail Year 4, if any US$300,000VOD/SVOD Avail Year 5, if any US$300,000VOD/SVOD Avail Year 6, if any US$300,000

6.2 SVOD License Fee . Subject to Section 4.1.3 above, for each VOD/SVOD Avail Year, the “SVOD License Fee” equals the greater of: (a) the SVOD Annual Minimum Fee and (b) the aggregate total of the Actual SVOD License Fees for such VOD/SVOD Avail Year.

6.2.1 “SVOD Annual Minimum Fee” for each VOD/SVOD Avail Year shall mean the amounts set forth in the chart below:

VOD/SVOD Avail Year 1 US$7,000,000VOD/SVOD Avail Year 2 US$7,350,000VOD/SVOD Avail Year 3, if any US$7,717,500VOD/SVOD Avail Year 4, if US$8,103,375

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anyVOD/SVOD Avail Year 5, if any US$8,508,544VOD/SVOD Avail Year 6, if any US$8,933,971

Notwithstanding the foregoing, if the average number of SVOD Subscribers to the SVOD Service during any month in the applicable VOD/SVOD Avail Year (“Actual SVOD Subscribers”) exceeds 1 million, the SVOD Annual Minimum Fee shall be increased in increments based on the total number of Actual SVOD Subscribers (such increases in the SVOD Annual Minimum Fee, “Incremental SVOD Annual Minimum Fee Increases”) on a pro-rata basis effective as of the month in which such increase is triggered and each month thereafter for the remainder of such VOD/SVOD Avail Year (e.g., if the Actual SVOD Subscribers goes over 1 million (but less than or equal to 2 million) during month 9 of VOD/SVOD Avail Year 2, then the applicable Incremental SVOD Annual Minimum Fee Increase shall be US$1,750,000 (or US$5,250,000/12 * 4)), as follows:

Actual SVOD Subscribers

Incremental SVOD Annual Minimum Fee Increase

VOD/SVOD Avail Year 1

VOD/SVOD Avail Year 2

VOD/SVOD Avail Year 3

(if any)

VOD/SVOD Avail Year 4

(if any)

VOD/SVOD Avail Year 5(if any)

VOD/SVOD Avail Year 6(if any)

Greater than 1 million but less than or equal to 2 million

US$5,000,000

US$5,250,000 US$5,512,500 US$5,788,125 US$6,077,531

US$6,381,408

Greater than 2 million but less than or equal to 3 million

US$4,000,000

US$4,200,000 US$4,410,000 US$4,630,500 US$4,862,025

US$5,105,126

Greater than 3 million

US$4,000,000

US$4,200,000 US$4,410,000 US$4,630,500 US$4,862,025

US$5,105,126

For the avoidance of doubt, all increases in the SVOD Annual Minimum Fee shall be added to the amounts set forth in the first chart of this Section 6.2.1 and to any other Incremental SVOD Annual Minimum Fee Increase (e.g., both the US$5,000,000 and US$4,000,000 Incremental SVOD Annual Minimum Fee Increases shall apply if the Actual SVOD Subscribers increase from 900,000 to 3 million in VOD/SVOD Avail Year 1).

6.2.2 “Actual SVOD License Fee” for each VOD/SVOD Avail Year means the aggregate total of the applicable rate card (“Rate Card”) for each and every SVOD Included Program licensed during such VOD/SVOD Avail Year, which is set forth on Schedule I hereto. Notwithstanding the foregoing, if the Actual SVOD Subscribers during any month in the

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applicable VOD/SVOD Avail Year exceeds 1 million, the Rate Card shall be increased in increments based on the total number of Actual SVOD Subscribers (such increases in the Rate Card, “Incremental Rate Card Increases”) on a pro-rata basis effective as of the month in which such increase is triggered and each month thereafter for the remainder of such VOD/SVOD Avail Year, as follows:

Actual SVOD Subscribers

Incremental Rate Card Increases

Greater than 1 million but less than or equal to 2 million 71.43%Greater than 2 million but less than or equal to 3 million 33.33%Greater than 3 million 25.00%

For the avoidance of doubt, all increases in the Rate Card shall be compounded against the amounts set forth in Schedule I and against any other Incremental Rate Card Increase.

6.2.3 The following is provided solely for purposes of illustrating an example of the Incremental SVOD Annual Minimum Fee Increase and the Incremental Rate Card Increase: Assume that in VOD/SVOD Avail Year 3 Licensee starts out the year at 2.1 million Actual SVOD Subscribers and reaches a total number of Actual SVOD Subscribers of 3.1 million in month 8 of VOD/SVOD Avail Year 3.

(a) The SVOD Annual Minimum Fee shall equal $7,717,500 plus the following Incremental SVOD Annual Minimum Fee Increases: (i) $5,512,500 (since the Actual SVOD Subscribers exceeded 1 million for the entirety of VOD/SVOD Avail Year 3); plus (ii) $4,410,000 (since the Actual SVOD Subscribers exceeded 2 million for the entirety of VOD/SVOD Avail Year 3); plus (iii) $1,837,500 ($4,410,000 x 5/12 = $1,837,500 since the Actual SVOD Subscribers exceeded 3 million for 5 months of VOD/SVOD Avail Year 3) for a total SVOD Annual Minimum Fee of $19,477,500.

(b) The Actual SVOD License Fee would be recalculated by factoring in the Incremental Rate Card Increases for each of the SVOD Included Programs. For example, an Early Window Feature with US Box Office <$10M and <12 months after Pay + Black Period shall have a Fee per Title of $97,387 calculated as the product of:

(x) (1 + 0.5)^2 and(y) 88,333 which is calculated as the sum of:

a. $35,000;b. $25,000 (i.e., $35,000 x .7143) c. $20,000 (i.e., ($35,000+$25,000) x .3333)d. $8,333 (i.e., (($35,000+$25,000+$20,000) x .25) x

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6.3 Payment Terms.

6.3.1 VOD . Licensee shall pay the VOD License Fees for each VOD/SVOD Avail Year as follows: (a) for VOD/SVOD Avail Year 1, 100% of the VOD Annual Minimum Fee upon the full execution of this Agreement, and (b) for VOD/SVOD Avail Years 2, 3 (if

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applicable), 4 (if applicable), 5 (if applicable) and 6 (if applicable), 100% of the applicable VOD Annual Minimum Fee no later than 60 days prior to the start of each such VOD/SVOD Avail Year. Each payment of the VOD Annual Minimum Fee for a VOD/SVOD Avail Year shall be applied against the aggregate total of all VOD Per-Program License Fees earned for all VOD Included Programs with a VOD Availability Date in such VOD/SVOD Avail Year. If the aggregate total of all actual VOD Per-Program License Fees due and payable for a VOD/SVOD Avail Year exceeds the amount of the VOD Annual Minimum Fee, such excess amount is the “VOD Overage.” For purposes of calculating the VOD Overage, VOD Per-Program License Fees shall be converted from the applicable foreign currency into US Dollars at the exchange rate published by The Wall Street Journal (“WSJ Rate”) on the first Business Day of the month in which such VOD Per-Program License Fees are earned (e.g., all VOD Per-Program License Fees earned during the month of October shall be converted to US Dollars using the WSJ Rate published on the first Business Day of October). Licensee shall pay any VOD Overage in US Dollars in accordance with Section 7.1 of Schedule A within 30 days after the end of the month during which the VOD Subscriber Transaction giving rise to such VOD Overage occurs.

6.3.2 SVOD . Licensee shall pay the SVOD License Fees for each VOD/SVOD Avail Year, including any Incremental SVOD Annual Minimum Fee Increases and Incremental Rate Card Increases applicable to each such VOD/SVOD Avail Year as of the start of each such VOD/SVOD Avail Year, as follows: (a) for VOD/SVOD Avail Year 1, 10% by no later than March 15, 2013, and 10% by no later than the first of each month thereafter for nine (9) additional months (the last of such payments to be made by no later than January 1, 2014), provided, however, that the SVOD License Fees for all remaining Local Series Television Episodes and Library Series Television Episodes required to be selected by Licensee for VOD/SVOD Avail Year 1 after the date hereof pursuant to Section 4.1.2 and 4.1.3(c) above, respectively, shall be paid by Licensee in six (6) equal monthly installments commencing on August 1, 2013, and (b) for VOD/SVOD Avail Years 2, 3 (if applicable), 4 (if applicable), 5 (if applicable) and 6 (if applicable), 10% by no later than 60 days prior to the first day of such VOD/SVOD Avail Year (i.e., March 1 of such year), and 10% by no later than the first of each month thereafter for nine (9) additional months (the last of such payments to be made by no later than December 1 of such year). In addition, if, at any time during a VOD/SVOD Avail Year, the total number of Actual SVOD Subscribers triggers the next level(s) of an Incremental SVOD Annual Minimum Fee Increase and Incremental Rate Card Increase (“Triggering Event”), Licensee shall pay the greater of such Incremental SVOD Annual Minimum Fee Increase and such incremental Actual SVOD License Fee (as a result of the Incremental Rate Card Increases) in equal monthly installments, with the first such payment commencing 30 days after the end of the month during which such Triggering Event(s) occurs and the last such due 30 days after the end of the last month of the then-current Avail Year.

7. REMAINING TERMS. The remaining terms and conditions of this Agreement are set forth in Schedules   A through H attached hereto. In the event of a conflict between any of the terms of these VOD/SVOD Terms and Schedules   A through H, the terms of these VOD/SVOD Terms shall control.

[Signatures on following page]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the Agreement Date.

CPT HOLDINGS, INC. DLA, INC.

By: By:

Its: Its:

VOD & SVOD License Agreement- Signature Page -

SCHEDULE A

STANDARD TERMS AND CONDITIONS

The following are the standard terms and conditions governing the license set forth in the License Agreement to which this Schedule A is attached.

1. DEFINITIONS

1.1 “Affiliate” means, with respect to any person, any other person that, either directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with such person. As used herein, “Control” means the power to direct the management and policies of a person, through ownership of voting securities, by contract or otherwise.

1.2 "Approved Connected Blu-ray Player" means a device that is capable of playing Blu-ray and receiving protected audiovisual content  via  a built-in IP connection, and transmitting such content to a television or other display device.  An Approved Connected Blu-ray Player shall support the Approved Delivery Means, meet the Content Protection Requirements set forth in Schedule C and implement the Usage Rules.

1.3 “Approved Connected Device” means each of the following: Approved Connected Blu-ray Player, Approved Connected Television, Approved Mobile Phone, Approved Tablet, Approved Game Console, Approved Streaming Media Player and Approved Personal Computer.

1.4 “Approved Connected Television” means an individually addressed and addressable IP-enabled television capable of receiving and displaying protected audiovisual content via a built-in IP connection.  An Approved Connected Television shall support the Approved Delivery Means, meet the Content Protection Requirements set forth in Schedule C and implement the Usage Rules.

1.5 “Approved Delivery Means” means the VOD/SVOD Approved Delivery Means.

1.6 “Approved Device” shall mean an Approved Connected Device or Approved Set-Top Box, as applicable.

1.7 “Approved Game Console” means a device designed primarily for the playing of electronic games which is also capable of receiving protected audiovisual content via a built-in IP connection, and transmitting such content to a television or other display device.  An Approved Game Console shall support the Approved Delivery Means, meet the Content Protection Requirements set forth in Schedule C and implement the Usage Rules.

1.8 “Approved Mobile Phone” means an individually addressed and addressable IP-enabled mobile hardware device generally receiving transmission of a program over a transmission system designed for mobile devices such as GSM, UMTS, LTE and IEEE 802.11 (“wifi”) and designed primarily for the making and receiving of voice telephony calls. An Approved Mobile Phone shall support the Approved Delivery Means, meet the Content Protection Requirements set forth in Schedule C and implement the Usage Rules.

1.9 “Approved Personal Computer” means an IP-enabled desktop or laptop device with a hard drive or embedded/on-board flash storage, keyboard and monitor, designed for multiple office and other applications using a silicon chip/microprocessor architecture. An Approved Personal Computer must support one of the following operating systems: Windows XP, Windows 7, Mac OS, subsequent versions of any of these, and other operating system agreed in writing with Licensor. In addition, an Approved Personal Computer shall support the Approved Delivery Means, meet the Content Protection Requirements set forth in Schedule C and implement the Usage Rules.

1.10 “Approved Set-Top Box” means a set-top device that is designed for the reception, decoding and display of audio-visual content exclusively on an associated video monitor or conventional television set, which utilizes decryption and provides conditional access to the Licensed Service by a technology approved in writing by Licensor. An Approved Set-Top Box shall implement the Usage Rules, support the Approved Delivery Means and comply with the Content Protection Obligations and Requirements set forth in Schedule C attached hereto.

1.11 “Approved Streaming Media Player” shall mean a Roku box, Apple TV device or any other similar set top box device that is not programmable by the end user and is capable of playing receiving protected audiovisual content via  a built-in IP connection. An Approved Streaming Media Player shall support the Approved Delivery Means, meet the Content Protection Requirements set forth in Schedule C and implement the Usage Rules.

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1.12 “Approved Tablet” means any individually addressed and addressable IP-enabled device with a built-in screen and a touch screen keyboard, for which user input is primarily via touch screen, that is designed to be highly portable, not designed primarily for making voice calls, and runs on one of the following operating systems: iOS, Windows embedded Compact 7 (formerly known as Windows CE), Android (where the implementation is marketed as “Android” and is compliant with the Android Compliance and Test Suites (CTS) and Compatibility Definition Document (CDD)), or RIM’s QNX Neutrino. An Approved Tablet shall support the Approved Transmission Means, meet the Content Protection Requirements set forth in Schedule C and implement the Usage Rules.

1.13 “Authorized Operator” means each of the entities set forth on Schedule D which shall at all times during the term be wholly- or majority-owned by the applicable entity set forth on Schedule D.

1.14 “Authorized System” means each of the closed system copper wire or fiber optic cable network or closed system IP/DSL network, or DTH satellites network, or MMDS or SMATV network, over which the Licensed Service is authorized to be transmitted. Each Authorized System is, and shall at all times during the Term be, located solely in the country(ies) within the Territory set forth in Schedule D and wholly-owned and operated by the Authorized Operator set forth on Schedule D.

1.15 “Authorized Version” with respect to an Included Program means the version made available by Licensor to Licensee for distribution on a VOD or SVOD basis hereunder, as applicable.  Unless otherwise mutually agreed, “Authorized Version” shall in not include any 3D version of an Included Program.

1.16 “Availability Date” means VOD Availability Date or SVOD Availability Date, as applicable.

1.17 “Avail Term” means the VOD/SVOD Avail Term.

1.18 “Business Day” means any day other than (i) a Saturday or Sunday or (ii) any day on which banks in Los Angeles, California are closed or authorized to be closed.

1.19 “Commercial Establishments” shall include, but not be limited to, restaurants, lounges, any place that charges a direct or indirect fee for admission, and other public or private facilities.

1.20 “Current Film” means a Feature Film (a) that is initially released theatrically, direct-to-video (“DTV”) or on television (“MFT”) in the United States or the Territory, (b) for which a Licensed Language version is available out of stock on hand, (c) with an Availability Date during the Avail Term, (d) the Availability Date for which is (i) for theatrical releases other than Sony Pictures Classics releases, no more than 12 months after its initial theatrical release in the United States or the Territory, or, in the case of a Sony Pictures Classics release, no more than 14 months after its initial theatrical release in the United States or the Territory, (ii) for a DTV, no more than 6 months after its LVR in the United States or the Territory, or (iii) for a MFT, no more than 6 months after its initial television exhibition in the United States or the Territory, and (e) for which Licensor controls without restriction all rights, licenses and approvals necessary to grant the rights granted hereunder (“Necessary Rights”), provided, however, that Licensor shall be deemed to have the Necessary Rights with respect to a Current Film if there are any restrictions contractually agreed to by Licensor after the Agreement Date solely for purposes of excluding such Current Film from this Agreement.

1.21 “Current Series” means a Television Series (other than a Local Series) for which Licensor unilaterally controls without restriction all Necessary Rights that Licensor makes available for license hereunder that has new episodes broadcast on television in the Territory or the U.S. for the first time during the Avail Term and has an Availability Date no earlier than 1 year after local broadcast in the Territory.

1.22 “Early Window Film” means a Feature Film (other than a Library Film, but including DTVs, MFTs, Foreign Films and Local Films) for which Licensor unilaterally controls without restriction all Necessary Rights which Licensor makes available for license hereunder with an Availability Date that is no more than thirty six (36) months from the end of such Feature Film’s license period and any contractual post-black period under Licensor’s premium pay television agreement in the Territory (such license period and post-black period together, “Premium Pay Window”), which Premium Pay Window shall be no longer than 28 months ( i.e., the Availability Date shall be

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no more than 71 months after such Feature Film’s Local Video Release). Each Early Window Film that is a DTV, MFT or Local Film shall be designated by Licensor as a Premium Tier or Non-Premium Tier.

1.23 “Electronic 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.

1.24 “Encrypted” means, with respect to a signal, that both the audio and video portions of such signal have been changed, altered or encoded to securely and effectively prevent the intelligible reception of such signal without the use of fully authorized decoding equipment to restore both the audio and video signal integrity.

1.25 “Event of Force Majeure” in respect of a party means 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.

1.26 “Feature Film” means a feature-length motion picture for which Licensor unilaterally controls without restriction all Necessary Rights which Licensor makes available for license hereunder, including Current Films, Early Window Films, Foreign Films and Library Films.

1.27 “Foreign Film” means a Feature Film for which Licensor unilaterally controls without restriction all Necessary Rights which Licensor makes available for license hereunder that is theatrically released outside the U.S. and not theatrically released in the U.S.

1.28 “High Definition” means any resolution that is (a) 1080 vertical lines of resolution or less (but at least 720 vertical lines of resolution) and (b) 1920 lines of horizontal resolution or less (but at least 1280 lines of horizontal resolution).

1.29 “Included Program” means VOD Included Program or SVOD Included Program, as applicable.

1.30 “Library Film” means a Feature Film made available by Licensor during the Avail Term for which Licensor unilaterally controls without restriction all Necessary Rights and that does not qualify as a Current Film hereunder due to its failure to meet the criteria set forth in subclause (d) of the definition of “Current Film”, which Licensor shall designate as Tier A, Tier B or Tier C.

1.31 “Library Series” means a Television Series (other than a Local Series) for which Licensor unilaterally controls without restriction all Necessary Rights which Licensor makes available for license hereunder, including all broadcast seasons thereof, with an Availability Date that is at least 3 years following the last season of production, which Licensor shall designate as Tier A, Tier B or Tier C.

1.32 “License Period” means VOD License Period or SVOD License Period, as applicable.

1.33 “Licensed Language” for each Included Program means (a) if exhibited in the Territory in countries other than Brazil, its original language version, or, if its original language version is not Spanish, the original language version dubbed or subtitled in Spanish, and (b) if exhibited in Brazil, its original language version, or if its original language version is not Portuguese, the original language version dubbed or subtitled in Portuguese.

1.34 “Licensed Service” means the VOD Service or SVOD Service, as applicable.

1.35 “Local Film” means a Feature Film that was produced in the Territory with Spanish or Portuguese as its original language for which Licensor unilaterally controls without restriction all Necessary Rights that Licensor makes available for license hereunder.

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1.36 “Local Series” means a Television Series that was produced in the Territory with Spanish or Portuguese as its original language for which Licensor unilaterally controls without restriction all Necessary Rights that Licensor makes available for license hereunder, including teleseries and telenovelas.

1.37 “Local Video Release” or “LVR” means, with respect to an Included Program, latest to occur of the date on which such Included Program is first made available to the general public in Argentina, Mexico and Brazil in the standard DVD format.

1.38 “Major Studio” means Licensor, Paramount Pictures, Twentieth Century Fox, Universal Studios, The Walt Disney Company, Warner Bros., and any of their respective Affiliates.

1.39 “Mega-Hit Library Film” means a Library Film with North America Box Office Gross Receipts of U.S. $50 million or greater or a Library Film listed on the Deemed Megahit Library Films List set forth on Schedule H.

1.40 “Non-Returning Series” means a Television Series (other than a Local Series) that (i) has been cancelled or is no longer in production and (ii) does not qualify as a Current Series hereunder, for which Licensor unilaterally controls without restriction all Necessary Rights, which Licensor makes available for license hereunder, including all broadcast seasons thereof, with an Availability Date that is less than 3 years following the last season of production.

1.41 “Non-Theatrical” means the exhibition of an audio-visual program in or initiated in any non-theatrical venue or facility (excluding private domestic residences), provided that such venue or facility is not primarily engaged in the business of exhibiting motion pictures to the public, including:  educational institutions (including dormitories); industrial, corporate, retail and commercial establishments; government and civic/community organizations; libraries; museums; parks, beaches, and campgrounds; prisons; churches, convents and monasteries; hospitals, nursing homes and hospices; retirement homes; orphanages; aeroplanes, cruise ships, ships, river boats, ferries, buses/coaches, and trains; marine and military installations; community and/or social clubs; hotels, motels, inns and lodges; holiday camps; film societies; and cemeteries, by a service provided by such non-theatrical venue.

1.42 “North American Box Office Gross Receipts” with respect to an Included Program shall mean the highest aggregate United States and Canadian gross box office receipts earned by such film, as reported in Daily Variety or The Hollywood Reporter. If Licensor believes that the latest of such reports is not the most current number of such receipts, it shall have the right to provide a certificate setting forth the correct amount.

1.43 “Personal Use” means the personal, private viewing of a program and shall not include Non-Theatrical exhibition, any viewing or exhibition for which (or in a venue in which) an admission, access or viewing fee is charged, or any other public exhibition or viewing.

1.44 “Playback Application” means a Licensed Service-branded (and not co-branded) application that (i) via Internet Delivery and/or Mobile Delivery, as applicable, enables Subscribers to Stream and watch Included Programs, (ii) provides integrated playback of digital audio-visual content (i.e., without requiring the launch of a new browser window) or provides playback in a new browser window that is Licensed Service-branded (and not co-branded), (iii) can be uniquely identified by, and can be revoked by, Licensee and/or the applicable Authorized Operator and (iv) meets the content protection requirements in Schedule C.

1.45 “Private Residence” means a private residential dwelling unit, and shall exclude Transient Dwelling Units, Public Areas and Commercial Establishments.

1.46 “Public Areas” include, without limitation, public or common rooms, waiting rooms, lobbies and public meeting rooms, or other similar areas which are open to the public.

1.47 “Security Breach” means a condition that results or may result in: (i) the unauthorized availability of any Included Program or any other motion picture, whether on any Approved Device or via the Approved Delivery Means; or (ii) the availability of any Included Program on, or means to transfer any Included Program to, devices that are not Approved Devices, or transcode to formats that are not approved pursuant to Schedule C and/or transmit

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through delivery means that are not Approved Delivery Means; or (iii) a circumvention or failure of the Licensee’s secure distribution system, geofiltering technology or physical facilities; which condition(s) may, in the reasonable good faith judgment of Licensor, result in actual or threatened harm to Licensor. If there is a Security Breach that occurs other than as a result of a breach of this Agreement by Licensee, such is referred to herein as an “Unintentional Security Breach”.

1.48 “Standard Definition” means (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).

1.49 “Streaming” means 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 (except for temporary caching to a maximum buffer of 15 minutes for virtual real-time viewing).

1.50 “Subscriber” means VOD Subscriber or SVOD Subscriber, as applicable.

1.51 “Subscriber Transaction” means a VOD Subscriber Transaction.

1.52 “Term” means the VOD/SVOD Term.

1.53 “Territory” means Brazil, Mexico, Central America (i.e., Belize, Costa Rica, Guatemala, El Salvador, Honduras, Nicaragua and Panama), South America (i.e., Argentina, Bolivia, Chile, Columbia, Ecuador, French Guyana, Guayana, Paraguay, Peru, Surinam, Uruguay and Venezuela) and the Caribbean (i.e., Anguilla, Antigua, Barbuda, Aruba, Barbados, British Virgin Islands, Cayman Islands, Dominica, Dominican Republic, Grenada, Guadeloupe, Haiti, Jamaica, Martinique, Montserrat, the Netherlands Antilles, St. Kitts and Nevis, St. Lucia, St. Vincent and the Grenadines, Trinidad, Tobago, the Turk and Caicos, St. Martin, and Curacao); provided, however, that the Territory may exclude any of the above countries on a program-by-program basis with respect to any Included Program, to the extent specified with respect to each such Included Program (i) on Schedule G-1 for Avail Year 1, or (ii) the applicable Avail List for all other Avail Years.

1.54 “Television Episode” means a one-half or one broadcast hour (as applicable) episode of a television series made available by Licensor during the Avail Term and for which Licensor unilaterally controls without restriction the Necessary Rights.

1.55 “Television Series” means a single series of Television Episodes including all broadcast seasons thereof.

1.56 “Territorial Breach” means a Security Breach that creates a risk that any of the Included Programs will be delivered to persons outside the Territory, where such delivery outside the Territory may, in the sole good faith judgment of Licensor, result in actual or threatened harm to Licensor.

1.57 “Transient Dwelling Units” shall refer to private or semi-private dwelling units in a hotel, motel, hospital, nursing home, dormitory, prison or similar structure, institution or place of transient residence, not including Public Areas therein.

1.58 “Usage Rules” means the VOD Usage Rules or the SVOD Usage Rules, as applicable.

1.59 “VCR Functionality” means the capability of a Subscriber to perform any or all of the following functions with respect to the exhibition of an Included Program: stop, start, pause, play, rewind and fast forward but not including recording capability.

1.60 “Viral Distribution” means the retransmission or redistribution of an Included Program, either by the Licensee or by the Subscriber, by any method, including, without limitation: (a) peer-to-peer file sharing (as such practice is commonly understood in the online context, (b) digital file copying or retransmission, or (c) burning, downloading or other copying of such Included Program to any removable medium (such as a DVD) from the initial download targeted by the Licensed Service and distributing copies of such Included Program on such removable medium.

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2. RESTRICTIONS & OTHER TERMS OF THE LICENSE.

2.1 Licensee agrees that without the prior written consent of Licensor, or except as otherwise set forth in this Agreement: (a) the license granted hereunder may not be assigned, licensed or sublicensed in whole or in part; (b) no Included Program may be delivered, transmitted, exhibited or authorized for reception other than as set forth in Article 2 of the VOD/SVOD Terms; (c) no person or entity shall be authorized or permitted by Licensee to do any of the acts forbidden herein; and (d) Licensee shall not have the right to transmit or deliver the Included Programs in an up-converted or analogous format or in a low resolution, down-converted or analogous format. Licensor reserves the right to inspect and approve the picture quality and user experience of the Licensed Service with Licensee’s prior consent, with such consent not to be unreasonably withheld. Licensee shall immediately notify Licensor of any unauthorized transmissions or exhibitions of any Included Program of which it becomes aware.

2.2 Licensee shall not be permitted in any event to (a) offer or conduct promotional campaigns for the VOD Included Programs offering free buys, including without limitation “two-for-one” promotions (by coupons, rebate or otherwise) or (b) bundle the VOD Included Programs with other programs, without Licensor’s prior written consent. Licensee shall not charge any club fees, access fees, monthly service fees or similar fees for general access to the VOD Service (whether direct or indirect), or offer the VOD Included Programs on a subscription basis or negative option basis (i.e., a fee arrangement whereby a customer is charged alone, or in any combination, a service charge, a separate video-on-demand charge or other charge but is entitled to a reduction or a series of reductions thereto on a title-by-title basis if such customer affirmatively elects not to receive or have available for reception such title) without Licensor’s prior written consent. Licensee shall not be permitted to bundle the VOD Service or SVOD Service with any other products or service offering (except as provided in Section 2.3.4 below). Licensee may offer free trials of the SVOD Service, but shall do so in strict accordance with the requirements set forth in Section 12.9 of this Schedule A.

2.3 Notwithstanding anything to the contrary elsewhere in this Agreement, the following terms shall apply to the rights granted to Licensee during the Term:

2.3.1 Licensee will be entitled to authorize not more than 1000 retail stores (and no more than one (1) test account per retail store) located in the Territory authorized by Licensee (“Dealer Showrooms”) to receive at no charge the SVOD Service for the sole purpose of demonstrating, testing and trialing the SVOD Service for potential customers. Each such Dealer Showroom shall not be deemed to be SVOD Subscribers hereunder. Licensor shall discuss in good faith if Licensee desires to increase the number of permitted Dealer Showrooms hereunder.

2.3.2 Licensee will be entitled to authorize not more than an aggregate total of 200 key executives, key vendors and/or key partners of Licensee located in the Territory (“Licensee Executives”) to receive at no charge the SVOD Services for the sole purpose of demonstrating, testing and trialing the SVOD Service for potential customers. Each such Licensee Executives shall be deemed to be SVOD Subscribers hereunder. Licensor shall discuss in good faith if Licensee desires to increase the number of permitted Licensee Executives hereunder.

2.3.3 Licensee will have the right to credit a VOD Subscriber in connection with an authorized VOD Subscriber Transaction where the applicable VOD Included Program was not properly viewable by the VOD Subscriber as a result of a technical issue outside of the Subscriber’s control as determined in good faith by Licensee (the “Creditable VOD Exhibitions”) and such Creditable VOD Exhibitions shall not constitute VOD Subscriber Transactions provided, however, that the Creditable VOD Exhibitions shall not, in aggregate, exceed a cap of two percent (2%) of VOD Subscriber Transactions during any calendar quarter of the Term. Licensee shall report the number of Creditable VOD Exhibitions provided to VOD Subscribers in the Statements delivered to Licensor pursuant to Section 16 of this Schedule A.

2.3.4 Licensee shall be entitled to partner with Non-Excluded Third Parties (defined below) to promote, market and offer to end users the SVOD Service delivered by Licensee in the Territory via Internet Delivery, subject to the terms and conditions set forth below:

(a) The SVOD Service may be offered by a Non-Excluded Third Party on a stand-alone basis or bundled with: (X) any service (other than an Adult Program service) that is offered by such Non-Excluded Third Party to consumers in the Territory for a material, recurring fee (which may be aggregated with respect to a certain

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period of time and paid for in advance) and that has a value greater than or equal to the value of the stand-alone SVOD Service, or (Y) a pre-paid cellular phone/data service offered by such Non-Excluded Third Party (the services described in (X) and (Y) above, “Authorized Bundling Services”). In addition, the following conditions and limitations shall apply to any SVOD Service offered by a Non-Excluded Third Party:

(i) If the SVOD Service is offered by such Non-Excluded Third Party bundled with an Authorized Bundling Service, the SVOD Service must be also be offered by such Non-Excluded Third Party on a stand-alone basis at the same time, and the retail price for such stand-alone SVOD Service must be prominently displayed to consumers of the bundled SVOD Service on public communications.

(ii) Such Non-Excluded Third Party may not refer to the SVOD Service (whether offered on a stand-alone or bundled basis) as being offered for “free,” “for no additional cost” or the like in any marketing, advertising, promotion or other public communication.

(iii) The SVOD Service (whether offered by such Non-Excluded Third Party on a stand-alone or bundled basis) must be branded only with the brand name “NEON,” “Claro Video,” or “Now” (or, provided that Licensee gives Licensor prior written notice thereof, a successor brand of any of the foregoing) and may not be white labeled or co-branded with any other brand, including the brand name of such Non-Excluded Third Party.

(iv) The Major Studio programs made available on the SVOD Service offered by such Non-Excluded Third Party (whether on a stand-alone or bundled basis) shall be the same as the Major Studio programs made available on the SVOD Service offered generally by Licensee in the applicable country (i.e., the SVOD Service offered by Licensee not in connection with any third party partnership); provided, however, that certain Major Studio programs may be excluded solely due to contractual restrictions. Notwithstanding the foregoing proviso, Licensor shall have the right to give written notice to Licensee to withdraw the availability of SVOD Included Programs from the SVOD Service offered by such Non-Excluded Third Party if it excludes any Major Studio programs due to contractual restrictions. In addition to the requirement set forth in the first sentence of this clause (iv), the programs made available on both such SVOD Services shall be identical except that the SVOD Service offered by such Non-Excluded Third Party may exclude up to 10% of the total number of programs made available on the SVOD Service offered generally by Licensee in the applicable country.

“Non-Excluded Third Party” shall mean any third party that is not an Excluded Third Party. “Excluded Third Party” shall mean each of the following (including any entities owned and controlled by such entities): Netflix, Amazon, YouTube/Google, iTunes/Apple, MSN/Microsoft, Hulu, Yahoo, VUDU/Walmart, TotalMovies/Azteca, Veo TV/Televisa, Globo, HBO, Telefonica, DirecTV, Bazuca/VTR, Sky Mexico, Sky Brazil, any consumer electronics manufacturing companies, and any Major Studios (provided, however, that for purposes of this Section 2.3.4 only, in reference to Affiliates as such term is used in the definition of "Major Studios," “Control” means the power to direct the management and policies of a person only through ownership of voting securities. The foregoing list may be updated from time to time upon mutual agreement. In addition, Excluded Third Party shall include any party that is deemed to be such pursuant to Section 2.3.4(b) above.

(b) Licensee shall provide bimonthly (i.e., every two months) notice to Licensor identifying potential Non-Excluded Third Parties with whom Licensee expects to enter into agreements and Non-Excluded Third Parties with whom Licensee has signed agreements (to the extent not already included in any prior such notice) for the purpose of promoting, marketing and offering the SVOD Service; it being agreed by the parties that Licensee will not launch the SVOD Service in partnership with any Non-Excluded Third Party without first notifying Licensor of such new Non-Excluded Third Party as either a potential or actual partner. Additionally, to the extent that Licensee receives such information from Non-Excluded Third Parties, it being understood that Licensee has no obligation to secure any such information, Licensee shall provide in such notice the following information as of the launch the SVOD Service in such partnership: (i) the retail price of the stand-alone SVOD Service to be offered by such new Non-Excluded Third Party, and (ii) the retail price of the initial SVOD Service

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bundle, including the price of the Authorized Bundling Service included in such initial bundle, to be offered by such new Non-Excluded Third Party, if applicable. If any such new Non-Excluded Third Party is not in good standing with Licensor at the time of such notice, Licensor shall notify Licensee thereof within thirty (30) days, and upon receipt of such notice, such party shall be deemed an Excluded Third Party for the remainder of the Term, and the provisions set forth in subsection (c) below shall apply. A party is deemed to not be in good standing with Licensor if such party has materially breached an agreement with Licensor, and Licensor has terminated such agreement within 9 months of such material breach.

(c) Licensee shall provide bimonthly (i.e., every two months) notice to Licensor identifying any potential partnership with an Excluded Third Party and any new agreement signed with an Excluded Third Party (to the extent not already included in any prior such notice) to promote, market and offer the SVOD Service, and shall ensure that no SVOD Included Programs are made available on the SVOD Service offered by such Excluded Third Party (and any resulting subscribers shall not be considered SVOD Subscribers hereunder), it being agreed by the parties that Licensee will not launch the SVOD Service in partnership with any Excluded Third Party without first notifying Licensor of such new Excluded Third Party as either a potential or actual partner. Notwithstanding the foregoing, upon receipt of such notice from Licensee and within 30 days after each six-month anniversary thereafter, Licensor shall have the right to provide written notice (“Opt-In Notice”) to Licensee to “opt in” to having the SVOD Included Programs included in the SVOD Service offered by such Excluded Third Party. Upon receiving an Opt-In Notice from Licensor, Licensee shall incorporate the SVOD Included Programs on the SVOD Service offered by the Excluded Third Party that is the subject of the Opt-In Notice as soon as practicable, but in no event later than 30 days after receipt of such Opt-In Notice.

(d) For clarity, each subscriber who receives the SVOD Service (whether on a stand-alone basis or as part of a bundle) offered by a Non-Excluded Third Party or, to the extent Licensor exercises the “opt in” right set forth in subsection (c) above, an Excluded Third Party pursuant to the terms of this Section 2.3.4 shall count as an SVOD Subscriber for purposes of calculating the SVOD License Fee. For further clarity, the distribution of the SVOD Service pursuant to the terms of this Section 2.3.4 shall be subject to all other terms and conditions set forth elsewhere in this Agreement.

2.3.5 Nothing herein shall prevent Licensee from offering one or more genre-themed packages or tiers within the SVOD Service (e.g., kids, sports, documentaries, music, Bollywood, etc.) (the “Genre-based SVOD Services”) subject to the following restrictions: (i) Licensee must obtain Licensor’s approval prior to including any SVOD Included Programs into any Genre-based SVOD Service; (ii) Licensee must keep all Major Studio programming and the SVOD Included Programs in the general SVOD Service (even if they are also in another Genre-based SVOD Service); (iii) Major Studio programming may only be included in the Genre-based SVOD Service to the extent such programming falls within the applicable genre; and (iv) the SVOD Included Programs shall comprise no more than 25% of all programming in any Genre-based SVOD Service. For the avoidance of doubt, (a) there will be no genre-based package of the SVOD Service that is primarily comprised of mainstream feature films and/or television programs from the Major Studios; and (b) any subscriber to a Genre-based SVOD Service will constitute an additional SVOD Subscriber for purposes of this Agreement (e.g., if a subscriber subscribes to two (2) different Genre-based SVOD Services that include SVOD Included Programs, such subscriber shall be counted as two (2) SVOD Subscribers for purposes of this Agreement).

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, including, without limitation, theatrical, non-theatrical, home video, pay-per-view, sell-through, pay television, basic television, and free broadcast television, shall be and are specifically and entirely reserved by and for Licensor. Without limiting the generality of the foregoing, Licensee acknowledges and agrees 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. It is explicitly understood that the entering into of this Agreement shall not be construed as granting to Licensee or any other person or entity any interest in the copyright or any other right in the Included Programs or the images or sound embodied therein, and nothing contained in this Agreement is intended to convey or will convey to Licensee any ownership or other proprietary interests in the Included Programs or the images or sound embodied therein and Licensor retains the right to fully exploit the Included Programs without limitation.

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4. TERMS OF SERVICE. Without limiting any other obligation of Licensee hereunder, prior to making an Included Program available hereunder via the Internet, Licensee shall (i) provide conspicuous notice of the terms and conditions pursuant to which a Subscriber may use the Licensed Service and Included Programs, (“Terms of Service” or “TOS”) and (ii) include provisions in the TOS stating, among other things and without limitation, that: (a) Subscriber is obtaining a license under copyright to the Included Program, (b) Subscriber’s use of the Included Program must be in accordance with the Usage Rules, (c) except for the rights explicitly granted to Subscriber, all rights in the Included Program are reserved by Licensee and/or Licensor, and (d) the license terminates upon breach by Subscriber, and upon termination the Included Program(s) will be inaccessible to Subscriber. Licensee shall contractually bind all users of the Licensed Service as distributed via the Internet to adhere to the TOS and Usage Rules prior to the completion of each initial subscription to the SVOD Service or each VOD Subscriber Transaction.

5. PROGRAMMING/NUMBER OF EXHIBITIONS.

5.1 Notwithstanding anything contained herein to the contrary, Licensee agrees that (i) Adult Programs shall not constitute more than 20% of total programming available on the Licensed Service during the term hereof, (ii) no Adult Program shall be exhibited, promoted or listed on the same or previous screen as a screen on the Licensed Service on which an Included Program is promoted or listed, and (iii) no Adult Program will be classified within the same genre/category as any Included Program. If Licensee violates the terms of this Section 5.1 with respect to the Licensed Service, then Licensor shall have the right to cause Licensee to immediately cease exploiting any or all Included Programs. As used herein, “Adult Program” shall mean any motion picture or related promotional content that has either been rated NC-17 (or obtained an equivalent rating in the Territory) or if unrated would likely have received an NC-17 rating, other than a title released by a Major Studio or a title otherwise deemed not to be an Adult Program by Licensor in its sole discretion, or X (or obtained an equivalent rating in the Territory) or is unrated and would have likely received an X if it had been submitted to the MPAA for rating.

5.2 Licensee shall notify Licensor of the various genres/categories (e.g., drama, comedy, horror, suspense, romance, etc.), in which programs will generally be classified on the Licensed Service and shall use reasonable efforts to notify Licensor before it modifies, adds to or removes any such genres/categories. Licensor shall have the right to designate one or more genres/categories in which each Included Program is to be included from among the available genres/categories within the applicable Avail List, and shall use good faith efforts to do so not later than thirty (30) days prior to each such Included Program’s Availability Date. In addition, Licensee may include an Included Program in additional genres/categories.

5.3 The VOD and SVOD Included Programs shall receive no less space on the VOD and SVOD Service, as applicable interface designated for the promotion of Major Studios’ VOD and SVOD content, as applicable, than any other Major Studio, taking into consideration the commercial appeal of the Included Programs relative to the content of such other Major Studio and commercial incentives offered to Licensee by such other Major Studio in exchange for preferred placement on the VOD and SVOD Service, provided, that Licensee agrees to offer Licensor opportunities to receive similar or comparable preferred placement for VOD and SVOD Included Programs in exchange for similar or comparable commercial incentives. Licensee shall ensure that with respect to the VOD Included Programs, all aspects of programming and promotions, including, without limitation, allocation of space on the VOD Service interface, as applicable, placement and prominence on the home page or within the genre/categories pages, navigators, graphic user interfaces, cross-channel real estate, barker channel and any other available promotional medium (to the extent permitted under this Agreement) shall be on an fair, equitable and non-discriminatory basis vis-à-vis other programming of similar category and genre provided by other Major Studios under similar commercial circumstances, taking into consideration the commercial appeal of the Included Programs relative to other content of the Major Studios.

5.4 Anti-Piracy Warnings .

5.4.1 Licensee shall display the following anti-piracy warnings (or such other anti-piracy warning provided by Licensor for any Territory) on the Licensed Service: (i) in the English language versions of the Licensed Service in the U.S., “CRIMINAL COPYRIGHT INFRINGEMENT IS THEFT. IT IS INVESTIGATED BY FEDERAL LAW ENFORCEMENT AGENCIES AT THE NATIONAL IPR COORDINATION CENTER INCLUDING HOMELAND SECURITY INVESTIGATIONS AND IS PUNISHABLE BY UP TO 5 YEARS IN PRISON AND A FINE OF $250,000;” and (ii) in Territories where the Licensed Service is offered in a language other than English, “ANTI-PIRACY WARNING: THE UNAUTHORIZED REPRODUCTION OR DISTRIBUTION OF THIS COPYRIGHTED WORK IS ILLEGAL” or such other antipiracy warning as required

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in such Territory. In addition, if at any time during the Term (i) Licensee implements functionality on a broad scale as part of the Licensed Service that enables the inclusion of an anti-piracy warning or similar antipiracy message that is played back or otherwise displayed before the start of a movie, and/or (ii) distributes motion pictures that include an anti-piracy warning or similar-anti piracy message that plays back before the start of a movie, then Licensor shall have the option of including the anti-piracy warning set forth above or other anti-piracy message in the same manner with respect to the Included Programs distributed by Licensee hereunder, provided that the content and design of such message shall be reasonably determined by Licensor.

5.4.2 If, at any time during the Term, any governmental body with authority over the implementation of an anti-piracy warning in the Territory requires that such warning be implemented in a manner different from the manner set forth in Section 5.4.1 above, then Licensor shall provide written notice to Licensee of such new requirements and Licensee shall comply with those requirements as a condition to distribute Included Programs pursuant to this Agreement. In the event that Licensor does not promptly comply with the updated instructions issued by Licensor pursuant to this Section 5.4.2, Licensor shall have the right, but not the obligation, to withdraw the affected Included Program(s) upon written notice to Licensee if Licensor believes that Licensee’s continued distribution in a manner that does not comply with the updated instructions will violate the material terms of any written agreement or other material requirement imposed on Licensor by any governmental body administering the use of such warnings.

6. WITHDRAWAL OF PROGRAMS. Licensor may withdraw any program and/or related materials at any time because of (a) an Event of Force Majeure, loss of rights, unavailability of necessary materials, any pending or potential litigation, judicial proceeding or regulatory proceeding, in order to minimize the risk of liability, or for a DVD moratorium, or (b) upon thirty (30) 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. If Licensor exercises such right of withdrawal, Licensee shall remove such withdrawn Included Program from the Licensed Service within three (3) Business Days of receiving notice from Licensor. In the event of any withdrawal of an Included Program pursuant to this Article 6 before the last day of the License Period for such program, Licensor shall promptly provide Licensee with a substitute program, which Licensee would have the right to exhibit for the remainder of the License Period of the withdrawn program as well as such other rights and obligations as if such substitute program were an Included Program. Withdrawal of an Included Program under this Article 6 shall in no event be deemed to be, or in any way constitute a breach of this Agreement and except as provided herein, Licensee shall not be entitled to any rights or remedies as a result of such withdrawal including, without limitation, any right to recover for lost profits or interruption of its business.

7. PAYMENT.

7.1 Unless and until Licensee is otherwise notified by Licensor, all payments due to Licensor hereunder shall be made in United States Dollars by wire transfer to the following account:

Bank Name: JP Morgan ChaseBank Address: 4 Metrotech Center, 7th Floor, Brooklyn, NY 11245ABA Routing #: 021000021Account #: 304192791Swift Code (foreign wires only): CHASUS33Account Name: CPT Holdings, Inc.Account Address: Culver City, CAReference: DLA VOD/SVOD Licensing Agreement / Month Reporting

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7.2 Except when currency conversion costs are imposed or levied by any local governmental authority, Licensee shall be solely responsible for all costs of any currency conversion to United States Dollars, and such costs shall not reduce the amounts due to Licensor hereunder.

7.3 Amounts which become due to Licensor hereunder (including, without limitation, any advances or guarantee payments) shall immediately be due and payable and shall immediately be non-recoupable, non-refundable and not subject to rebate, deduction or offset of any kind. Without prejudice to any other right or remedy available to Licensor, if Licensee fails to pay any license fees or advances or guarantees when due and payable, interest shall accrue on any such overdue amount until such time as the overdue amount is paid in full, at a rate equal to the lesser of one hundred five percent (105%) of the prime rate announced from time to time in the U.S. edition of The Wall Street Journal (the “Prime Rate”) or the permitted maximum legal rate.

7.4 All prices and payments stated herein shall be exclusive of and made free and clear of and without deduction or withholding for or on account of any tax, duty or other charges, of whatever nature imposed by any taxing or governmental authority unless such deduction or withholding is required by applicable law, in which case Licensee shall: (i) withhold the legally required amount from payment; (ii) remit such amount to the applicable taxing authority; and (iii) within thirty (30) days of Licensee’s receipt of the original documentation or a certified copy evidencing such payment (“Withholding Tax Receipt”) deliver such Withholding Tax Receipt to Licensor. In the event Licensee does not provide a Withholding Tax Receipt in accordance with the preceding sentence, Licensee shall be liable to and shall reimburse Licensor for the withholding taxes deducted from license fees.

8. PHYSICAL MATERIALS AND TAXES.

8.1 For each Included Program, Licensor shall make available to Licensee at least thirty (30) days (in the case of Current Films) or sixty (60) days (in the case of all other Included Programs) prior to the Availability Date for such Included Program (or, solely with respect to those Included Programs with an Availability Date occurring during the first two (2) months of the Avail Term, as soon as reasonably practicable after the full execution of the Agreement), one (1) encoded digital file (a “Copy”), together with available Advertising Materials (defined at Schedule A, Section 12.1) and music cue sheets. Licensor shall use good faith efforts to ensure that each Copy is in accordance with the specifications set forth in Schedule J. Licensee shall pay to Licensor an administrative fee (“Administrative Fee”) for all Copies (including each language version provided hereunder) of each Included Program made available by Licensor as follows:

Feature Films 60’ Series 30’ SeriesHD SD HD SD HD SD

Tri Language File US$590 US$325 US$295 US$165

US$150 US$80

Original or Dual Language File

US$440 US$235 US$270 US$150

US$145 US$80

Licensor shall invoice Licensee for the Administrative Fee for each Included Program no earlier than 30 days prior to such Included Program’s Availability Date, and Licensee shall pay such Administrative Fee by no later than 30 days after receipt of such invoice. For the avoidance of doubt, Licensee shall only be charged one Administrative Fee for each Included Program. To the extent Licensee requires digital files which deviate from the Copy specifications or requires tape masters, Licensor will issue an access letter to Licensee for the appropriate materials and Licensee will be responsible for encoding or transcoding, handling and delivery and the associated costs. Licensee shall also be responsible for reformatting available audio/subtitle files outside the specifications provided herein, and the associated cost, which cost, for the avoidance of doubt, are not included in the Administrative Fee.

8.2 In no event shall Licensor be required to deliver Copies in any Licensed Language version other than the original language version.  To the extent available, Licensor will provide Spanish and Portuguese subtitle files and Spanish and Portuguese audio tracks.  If Licensor makes a program available for which Licensor does not have available a Copy dubbed or subtitled in Spanish and/or Portuguese, and Licensee wishes to license such program as an Included Program hereunder, then at Licensor’s election, Licensee shall have the right to create such dubbed or subtitled Licensed Language version at Licensee’s sole cost. If Licensee creates such version, it shall do so in strict accordance with all third party contractual restrictions provided to Licensee by Licensor and Licensor’s technical

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specifications.  Licensee shall be responsible for obtaining all necessary third party clearances for such Licensed Language version, such that any subsequent use of such materials by Licensor or its designee in any country in all media shall be free and clear of any residual or reuse fees.  Immediately upon Licensee’s completion of the original dubbing or subtitling of such Included Program, Licensee shall forward to Licensor a copy of such dubbed or subtitled version and Licensee shall also allow Licensor unrestricted access, at no charge to Licensor, to the master of such dubbed and/or subtitled version.  Following the conclusion of the License Period for such Included Program licensed hereunder or any other termination of this Agreement, Licensee shall deliver to Licensor the master and all copies of all dubbed and subtitled versions of such Included Program.

8.3 Within thirty (30) days following the last day of the VOD/SVOD Term, Licensee shall at Licensor’s election either return all Copies to Licensor or erase or degauss all such Copies and supply Licensor with a certification of erasure or degaussing of such.

8.4 Licensee shall be responsible to collect, bear and pay any and all taxes levied or based upon the licensing, rental, delivery, exhibition, possession, or use hereunder to or by Licensee of the Included Programs or any print or any Copy of an Included Program, including, all sales, use, value added, withholding or similar taxes. Licensee is not liable for any of the taxes Licensor is legally obligated to pay which are incurred or arise in connection with Licensor’s license to Licensee under this Agreement, and all such taxes (including but not limited to net income or gross receipts taxes, franchise taxes, and/or property taxes) shall be the sole financial responsibility of Licensor, provided that Licensee shall pay to Licensor any sales, use or value added taxes that are owed by Licensee solely as a result of entering into this Agreement and which are required to be collected from Licensee by Licensor under applicable law. Licensee may provide to Licensor a valid exemption certificate in which case Licensor shall not collect the taxes covered by such certificate.

8.5 Upon the loss, theft or destruction (other than as required hereunder) of any Copy 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.

8.6 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 represents and warrants that it has put in place security systems and technologies sufficient to meet the content protection requirements in Schedule C and that such security systems, procedures and technologies are and shall be no less stringent or robust than those which Licensee employs with respect to films licensed from other licensors or than industry standard. Licensee shall maintain and update such security systems, procedures and technologies (including, without limitation, encryption methods) as sufficient to meet the content protection requirements in Schedule C. Licensee shall comply with Licensor’s specifications concerning the storage and management of its digital files and materials for the Included Programs at Licensee’s sole expense, and as such specifications may be updated at any time during the Term; provided, that such specifications are necessary to comply with the content protection requirements set forth herein or are otherwise necessary to comply with industry standard practices in the Territory for content protection. 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 to inspect and review Licensee’s security systems, procedures and technologies at Licensee’s places of business (including off-site facilities, if any) as Licensor deems necessary to determine compliance with the terms of this Agreement, provided such inspection is conducted during regular business hours, does not interfere materially with Licensee’s operations, Licensor has reasonably attempted to resolve the need to inspect through means that do not require audit and provides Licensee with at least five (5) Business Days prior written notice and specific detail of any non-compliance with the terms of this Agreement that have given rise to a need to inspect.

9.2 Obligation to Monitor for Hacks . Licensee shall take such measures as are reasonably necessary to determine the existence of Security Breaches or Territorial Breaches and shall promptly notify Licensor if any such occurrences are discovered.

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9.3 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 its Included Programs on all or a portion of the Licensed Service at any time during the Term in the event of a Security Breach or Territorial Breach by delivering a written prior notice to the Licensee of such suspension, which notice shall include details describing the specific Security Breach or Territorial Breach that is the cause of such suspension (a “Suspension Notice”). Upon its receipt of a Suspension Notice, the Licensee shall take steps immediately to remove the Included Programs or make the Included Programs inaccessible from the Licensed Service as soon as commercially feasible (but in no event more than three (3) calendar days after receipt of such notice by Licensee) to the extent required by such notice.

9.4 Reinstatement/Termination . If the cause of the Security Breach that gave rise to a Suspension is corrected, repaired, solved or otherwise addressed in the reasonable judgment of Licensor, the Suspension shall terminate upon written notice from Licensor and Licensor’s obligation to make its Included Programs available on the Licensed Service shall immediately resume. Licensor shall engage in good faith discussions with Licensee to reinstate as soon as reasonably practicable such suspended portions of the Licensed Service, countries, and/or Included Programs that are not affected by such Security Breach or Territorial Breach, it being agreed and understood that the decision to reinstate shall be in Licensor’s sole discretion. For clarity, no period of Suspension shall extend the Term in time, and upon a notice that a Suspension has ended, the Term shall end as otherwise provided in the Agreement unless earlier terminated in accordance with another provision of this Agreement; provided, however, that solely in the event that Licensor suspends the entire Licensed Service (i.e., suspends the availability of all Included Programs in all countries delivered by all Approved Delivery Means) due to an Unintentional Security Breach for a period of more than 30 days, the License Periods of any Included Programs that were subject to such Suspension shall be extended for the time that Suspension was imposed (or, if extending the License Period for any Included Program is not possible, then Licensor shall provide a substitute program(s) of similar value which Licensee would have the right to exhibit for the time that Suspension was imposed), but in no event for more than 3 months during each successive 2-Avail Year period (i.e., a maximum 3-month extension in each of Avail Years 1 and 2, Avail Years 3 and 4, and Avail Years 5 and 6). Upon receipt of such written notice, Licensee shall include the Included Programs on the Licensed Service as soon thereafter as practicable. If more than one Suspension occurs during the Avail Term, 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 (“Security Breach Termination”) by providing written notice of such election to the Licensee.

9.5 Content Protection Requirements and Obligations . Licensee shall at all times utilize content protection standards no less stringent or robust than the standards attached hereto as Schedule C and incorporated herein by this reference.

10. CUTTING, EDITING AND INTERRUPTION. Licensee shall exhibit each Included Program as delivered by Licensor in its entirety in the form delivered by Licensor in the Licensed Language. 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 except as otherwise provided herein. For the avoidance of doubt, no panning and scanning, time compression or 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 exhibitions of any Included Program hereunder shall be interrupted for intermission, commercials or any other similar commercial announcements of any kind.

11. RETRANSMISSION. As between Licensor and Licensee, (a) Licensor is the owner of all retransmission and off-air videotaping rights in the Included Programs and all royalties or other monies collected in connection therewith, and (b) Licensee shall have no right to exhibit or authorize the exhibition of the Included Programs by means of retransmission or to authorize the off-air copying of the Included Programs.

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12. PROMOTION.

12.1 Licensee shall have the right to use or authorize the use of written summaries, extracts, synopses, photographs, trailers or other materials prepared and provided or made available by Licensor or, if not prepared by Licensor, approved in writing in advance by Licensor (“Advertising Materials”), solely for the purpose of advertising, promoting and publicizing the exhibition of the Included Programs on the Licensed Service in the Territory and the right to advertise, publicize and promote, or authorize the advertising, publicity and promotion of the exhibition of any Included Program on the Licensed Service in the Territory during the time periods specified below:

12.1.1 Licensee shall have the right to promote on the Licensed Service and otherwise to the general public the upcoming availability of each Included Program during the period starting no more than 30 days before its Availability Date and to continue promoting such availability through the last day of its License Period.

12.1.2 Licensee may promote the upcoming exhibition of an Included Program on the Licensed Service in printed materials distributed directly and solely to Subscribers 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.

12.1.3 Notwithstanding anything to the contrary in Section 12.1.1 and Section 12.1.2 above, if the Availability Date for any Included Program is less than 45 days after its LVR, Licensor shall in its sole discretion for each such program provide a date on which Licensee may begin marketing or promoting such program (“Announce Date”). Prior to the Announce Date, Licensee may not “pre-promote” such program, including, without limitation: (a) solicit any pre-orders; (b) advertise referencing price or release date; or (c) use any title-related images or artwork. Violation of this provision shall constitute a material breach of the Agreement. If no Announce Date is specified by Licensor, Licensee shall not pre-promote any such Included Program more than thirty (30) days prior to its Availability Date unless otherwise directed by Licensor and in no event may Licensee promote any title prior to receiving an availability list for such title.

12.1.4 Licensee shall not promote any VOD or SVOD Included Program after the expiration of the VOD or SVOD License Period, as applicable, for such Included Program.

12.1.5 Licensee shall use any marketing, promotional and advertising materials provided by Licensor in a manner consistent with the following:

(a) If any announcement, promotion or advertisement for an Included Program is more than ten (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 Licensed Service by referring to its specific Availability Date. By way of example, in such case “Coming to ______ September 10” would be acceptable, but “Coming soon on _______” would not be acceptable; or

(b) If any announcement, promotion or advertisement for an Included Program is ten (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 _______ September 10” and “Coming soon on _______” would be acceptable.

12.2 Licensor agrees to discuss in good faith with Licensee to provide materials for use on Licensee’s barker channel (e.g., 10 minute versions of trailers for Included Programs, etc.).

12.3 Licensee covenants and warrants that (i) it shall fully comply with any and all instructions after receiving such instructions in writing with respect to the Advertising Materials used by Licensee in connection with this Article 12 (including size, prominence and position of Advertising Materials); (ii) it shall not modify, edit or make any changes to the Advertising Materials without Licensor’s prior written consent; (iii) names and likenesses

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of the characters, persons and other entities appearing in or connected with the production of Included Programs (“Names and Likenesses”) shall not be used separate and apart from the Advertising Materials; and (iv)  Advertising Materials, Names and Likenesses, Licensor’s name or logo, and Included Programs shall not be used so as to constitute an endorsement or testimonial, express or implied, of any party, product or service, including, without limitation, the Licensed Service, Licensee, or any program service or other service provided by Licensee; nor shall the same be used as part of a commercial tie-in. Any advertising or promotional material created by Licensee, any promotional contests or giveaways to be conducted by Licensee and any sponsorship of any Included Program (as distinguished from the standard practice of selling commercial advertising time) shall require the prior written consent of Licensor and shall be used only in accordance with Licensor’s written instructions.

12.4 The rights granted in this Article 12 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 after receiving written notice of such restrictions or regulations from Licensor.

12.5 Appropriate copyright notices shall at all times accompany all Advertising Materials provided that such notices are provided in writing to Licensee by Licensor.

12.6 Any promotion or advertising via the Internet is subject to the terms and conditions of the Internet Promotion Policy attached hereto as Schedule B.

12.7 Within thirty (30) calendar days after the last day of the VOD/SVOD Term, Licensee shall destroy (or at Licensor’s request, return to Licensor) all Advertising Materials for such Included Program.

12.8 For purposes of clarification, Licensee may include third-party advertisements within the SVOD Service (“Advertising”); provided, however, that Licensee may not insert any Advertising of any kind preceding (i.e., “pre roll”), following (i.e., “post roll”) or within any Included Program or on any Included Program “buy” screen without Licensor’s prior written consent, which consent may be given or withheld in Licensor’s sole discretion. Licensee shall provide Licensor 90 days’ prior written notice if it intends to include Advertising in connection with programs from other Major Studios (provided, however, that failure to provide such notice shall not be a material breach), and Licensor shall have the option to permit Advertising in connection with Included Programs pursuant to mutually agreed upon terms. Promotions of the Included Programs may position Video-On-Demand and/or Subscription Video-On-Demand in a positive light, but in no event shall any such promotion, including, without limitation, any promotion of the Licensed Service or promotions on the Licensed Service or otherwise, contain negative messages about any lawful means of film distribution, including, without limitation, home video/DVD purchase or rental, provided that Licensee shall be free to promote the bona fide benefits of the Licensed Service (e.g., “No late fees!” or “Order from home!”) without reference to other means of film distribution.

12.9 Notwithstanding anything to the contrary herein, Licensee shall be permitted to make the SVOD Service, including, without limitation, the SVOD Included Programs and Advertising Materials hereunder, available for promotional purposes to non-SVOD Subscribers in the Territory, solely via the Approved Delivery Means and solely as exhibited on such non-SVOD Subscribers’ Approved Devices in accordance with all relevant provisions herein at no charge to such non-SVOD Subscribers and for a limited trial period not to exceed one (1) month in each instance (“Free Trial”). Licensee’s right to include SVOD Included Programs in each Free Trial is subject to the following:

12.9.1 In addition to the SVOD Included Programs, all other programs available on the SVOD Service must be made available for exhibition to non-SVOD Subscribers as part of the Free Trial.

12.9.2 Prior to enabling a trial period for a Free Trial for a non-SVOD Subscriber, Licensee will require such non-SVOD Subscriber to input account credentials, including, without limitation, credit card information and address.

12.9.3 Licensee may not enable a trial period for a Free Trial for any non-SVOD Subscriber who was previously authorized by Licensee using the same account credentials to participate in a Free Trial within the last 12 months.

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12.9.4 Notwithstanding anything to the contrary herein, upon written notice to Licensee, Licensor shall have the right to withdraw in its sole discretion and for any reason any SVOD Included Program from being included in the Free Trial at any time. If Licensor exercises such right of withdrawal, Licensee shall remove such withdrawn SVOD Included Program from the Free Trial within three (3) Business Days of receiving notice from Licensor. Withdrawal of an SVOD Included Program under this subsection 12.10.4 shall in no event be deemed to be, or in any way constitute a breach of this Agreement and Licensee shall not be entitled to any rights or remedies as a result of such withdrawal, including, without limitation, any right to recover for lost profits or interruption of its business.

12.9.5 Each consumer receiving the SVOD Service as part of a Free Trial shall count as an SVOD Subscriber for purposes of calculating the SVOD License Fee.

13. LICENSOR’S REPRESENTATIONS AND WARRANTIES. Licensor hereby represents and warrants to Licensee 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 by Licensor 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 Licensor, 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; and

13.4 Licensor shall comply with federal, state and local laws, ordinances, rules and regulations applicable to Licensor’s grant of rights hereunder; and

13.5 The performing and mechanical reproduction rights related to the exhibition of any musical works contained in each of the Included Programs (collectively “Communication Rights”), are either (i) controlled by ASCAP, BMI, SESAC or similar musical rights organizations, collecting societies or governmental entities having jurisdiction in the Territory, (ii) controlled by Licensor to the extent required for the licensing of the exhibition of the Included Programs in accordance herewith or (iii) in the public domain. Licensor does not represent or warrant that Licensee may exercise the Communication Rights in the music without obtaining a valid license therefor if required, and if a Communication Rights fee is required to be paid in connection with the exhibition of an Included Program as contemplated herein, Licensee shall be responsible for the payment thereof, vis-à-vis the Licensor, and shall hold Licensor free and harmless therefrom. Licensor shall furnish Licensee with all necessary information regarding the title, composer, publisher, recording artist and master owner of such music. For clarification, Licensor has obtained all synchronization and master use licenses for use of the musical works contained in the Included Program and pre-paid all mechanical exploitation rights therefor on a buy-out basis to the fullest extent permissible under the laws and customs of the Territory.

14. LICENSEE’S REPRESENTATIONS AND WARRANTIES. Licensee hereby represents, warrants and covenants to Licensor that:

14.1 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;

14.2 The execution and delivery of this Agreement by Licensee has been duly authorized by all necessary corporate action;

14.3 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;

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14.4 Licensee has obtained and shall maintain all licenses and other approvals necessary to own and operate the Licensed Service in the Territory and it shall comply with federal, state and local laws, ordinances, rules and regulations applicable to Licensee’s exercise of its rights and performing its obligations hereunder;

14.5 Excluding any fees payable with respect to the synchronization of the musical works into the Included Programs and Licensor’s manufacturing of physical copies thereof, Licensee shall be responsible for and pay all Communication Rights fees and royalties that arise solely from Licensee’s exhibition of the Included Programs if any, as set forth in Section 13.5 above; and

14.6 No Included Program shall be transmitted or exhibited except in accordance with the terms and conditions of this Agreement.

15. INDEMNIFICATION.

15.1 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 counsel fees, 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 infringe upon the trade name, trademark, copyright, music synchronization, literary or dramatic right or right of privacy of any claimant (not including music Communication Rights which are covered under Section 13.5 of this Schedule) or constitutes a libel or slander of such claimant; provided 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 an 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 due to Licensee’s authorization of a third party to do any of the foregoing.

15.2 Licensee shall indemnify and hold harmless Licensor and its Representatives from and against any and all claims, damages, liabilities, costs and expenses, including reasonable counsel fees, arising from or in connection with (i) the breach of any representation, warranty or other material provision of this Agreement by Licensee, (ii) the exhibition of any material (other than material contained in Included Programs or Advertising Materials or any other materials as delivered by Licensor and exhibited in strict accordance with this Agreement and Licensor’s instructions therefor), in connection with or relating, directly or indirectly, to such Included Programs, (iii) claims by Subscribers that Licensee has violated or breached its terms of service, (iv) the infringement upon or violation of any right of a third party as a result of the Included Programs being exhibited on the Licensed Service other than as a result of the exhibition of the Included Programs in strict accordance with the terms of this Agreement; provided 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.

15.3 In any case in which indemnification is sought hereunder:

15.3.1 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

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any damages awarded in any final judgment entered on account of such claim, reimburse the indemnified party for reasonable costs and expenses and reasonable attorneys fees of the indemnified party incurred in connection with the defense of any such claim or litigation; and

15.3.2 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.

16. STATEMENTS; REPORTS; SCHEDULES.

16.1 Statements .

16.1.1 Within forty-five (45) days following the end of each month of the Term, Licensee shall provide to Licensor and its designee, if any, a statement in electronic form (“Statement”) detailing the information specified by Licensor from time to time for the Licensed Service, broken out by Authorized Operator and by country within the Territory, including, but not limited to:

(a)  the actual number of unique VOD Subscribers on the VOD Service during such month;

(b) the actual number of VOD Subscriber Transactions for each VOD Included Program for such month on the VOD Service;

(c) the Actual VOD Retail Price and Deemed VOD Price per VOD Subscriber Transaction for each VOD Included Program licensed in such month;

(d) the actual number of SVOD views for each SVOD Included Program for such month on the SVOD Service;

(e) the actual number of SVOD Subscribers on the SVOD Service on the first day and last day of such month;

(f) the actual monthly subscription fee charged to SVOD Subscribers on the stand-alone SVOD Service in such month; and

(g) the actual number of SVOD Subscribers that subscribe to the SVOD Service offered pursuant to Section 2.3.4 of this Schedule A, broken out by Non-Excluded Third Party (and, to the extent Licensor has exercised its “opt-in” right, by Excluded Third Party).

Additionally, Licensee shall provide the following within forty-five (45) days following the end of each month of the Term but only if Licensee is providing such information to any other licensor:

(a) the actual number of unique viewers of each SVOD Included Program; and

(b) the average viewing duration of each SVOD Included Program, if available.

Additionally, to the extent that Licensee receives such information from Non-Excluded Third Parties (and, to the extent Licensor has exercised its “opt-in” right, from Excluded Third Parties), it being understood that Licensee has no obligation to secure or attempt to secure any such information, then within forty-five (45) days following the end of each month of the Term, Licensee shall provide the actual number of SVOD Subscribers that receive the SVOD Service bundled with an Authorized Bundling Service.

Additionally, to the extent such information is available to Licensee, it being understood that Licensee has no obligation to secure or attempt to secure any such information, then within forty-five (45) days following the end of each month of the Term, Licensee shall provide the actual number of SVOD Subscribers that receive the SVOD Service as part of a Free Trial.

16.1.2 Each payment made pursuant to this Agreement shall be accompanied by an accounting statement, broken out by Authorized System and by country within the Territory, including the following information:

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(a) appropriate calculations of the VOD License Fee, including the aggregate VOD Per-Program License Fee due for each VOD Included Program, the Actual VOD Retail Price charged per VOD Subscriber Transaction for such VOD Included Program, and the actual number of VOD Subscriber Transactions for such VOD Included Program;

(b) appropriate calculations of the SVOD License Fee, including the number of Actual SVOD Subscribers for such reporting period; and

(c) appropriate calculations of the VOD Overages and SVOD Overages, if any.

16.2 At Licensor’s election, Licensor may appoint a third party designee to receive or access the foregoing data for purposes of reorganizing or presenting such data as requested by Licensor provided that any such designee agrees to keep such information confidential.

16.3 To the extent such information is not subject to confidentiality restrictions, Licensee shall provide Licensor upon Licensor’s reasonable request (which shall not be made more than two (2) times during each VOD/SVOD Avail Year) with a report in electronic form setting forth pricing and performance data (aggregated and not reported on a title by title basis) for all Video-On-Demand, SVOD programming and DHE programming (other than Adult Programs) exhibited during such quarter on the Licensed Service including, but not limited to: (i) the average number of titles offered in each genre or category of the Licensed Service during such calendar quarter, (ii) the average number of Video-On-Demand and DHE buys and SVOD views per genre or category such calendar quarter; and (iii) the average retail price charged per genre or category during such calendar quarter.

16.4 At Licensor’s reasonable request, which shall be made no more than twice during each year of the Term, and to the extent that Licensee is providing such information to any other licensor in the Territory, Licensee shall provide to Licensor all relevant non-confidential market and subscriber information, including, but not limited to, research and studies highlighting consumer viewing and acquisition behavior, buy rate information by category/genre and in the aggregate, price sensitivity and the impact of promotions and bundling, focus group surveys and demographic studies. Licensor may make suggestions to Licensee regarding the direction of ongoing research.

17. TERMINATION.

17.1 Without limiting any other provision of this Agreement and subject to Section 17.3 of this Schedule, 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 with respect to an Included Program by giving written notice to Licensee. To the extent that this Agreement is terminated as a result of a Licensee Termination Event resulting from Licensee’s failure to pay License Fees in accordance with the terms of Section 6 of the VOD/SVOD Terms and Section 7 of Schedule A of this Agreement, then Licensor may, in addition to such termination, 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 Licensee’s failure to timely pay such fees. Whether or not Licensor exercises such right of termination, Licensor shall, upon the occurrence of any Licensee Event of Default (as defined below), and upon written notice from Licensor detailing such Licensee Event of Default, 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 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 (x) 105% of the Prime Rate and (y) the maximum rate permitted by law, plus reasonable attorneys 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, and upon written notice from Licensor detailing such Licensee Event of Default, Licensor shall have the right to immediately suspend delivery of all Included Programs and 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”: 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 any other agreement between Licensor

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and Licensee 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 thirty (30) 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” means (I) the occurrence of a curable Licensee Event of Default described in subclause (A) above that Licensee has failed to cure within thirty (30) days written notice from Licensor of the occurrence of such default or, if such default is the failure to pay any past-due installment or overage, within five (5) Business Days of notice from Licensor, (II) the occurrence of a non-curable Licensee Event of Default described in subclause (A) above and (III) the occurrence of a Licensee Event of Default described in subclause (B) above.

17.2 Without liming any other provision of this Agreement and subject to Section 17.3 of this Schedule, upon the occurrence of a Licensor Termination Event (as defined below), Licensee may, in addition to any and all other rights which it may have against Licensor, immediately terminate this Agreement by providing written notice to Licensor. As used herein, a “Licensor Event of Default” means the occurrence of any of the following: (A) Licensor fails to timely perform or breaches any of its material obligations hereunder or (B) upon (i) Licensor 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 Licensor; (iii)  Licensor becoming insolvent; (iv) a petition under any bankruptcy or analogous act being filed by or against Licensor (which petition, if filed against Licensor, shall not have been dismissed by the relevant authority within thirty (30) days thereafter); (v) Licensor executing an assignment for the benefit of creditors; (vi) a receiver being appointed for the assets of Licensor; (vii) Licensor 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, “Licensor Termination Event” means (I) the occurrence of a curable Licensor Event of Default described in subclause (A) above that Licensor has failed to cure within thirty (30) days written notice from Licensee of the occurrence of such default, or (II) the occurrence of a non-curable Licensor Event of Default described in subclause (A) above or (III) the occurrence of a Licensor Event of Default described in subclause (B) above.

17.3 Notwithstanding anything to the contrary contained in Sections 17.1 or 17.2 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).

18. EXCLUSION RIGHT. Notwithstanding anything contained in this Agreement to the contrary, Licensee hereby acknowledges that Licensor may be unable to license a program that constitutes a Current Film to Licensee on the terms set forth in this Agreement due to certain arrangements between Licensor and individuals involved in the production or financing of such program that require Licensor to obtain the approval of such individuals prior to the licensing of such program (“Third Party Exclusion Right”). In any such circumstance, Licensor hereby agrees to use reasonable, good faith business efforts to obtain the approvals necessary to allow Licensor to license such program to Licensee under the terms of this Agreement. Notwithstanding anything contained herein to the contrary, Licensor and Licensee hereby agree that Licensor’s inability to obtain such necessary approvals and to license any such program to Licensee under the terms of this Agreement shall not be deemed to be, or in any way constitute, a breach of this Agreement. If Licensor is unable to obtain such necessary approvals, Licensor shall give Licensee written notice thereof and shall have no further obligations to Licensee with respect to such program; provided, however, that Licensor shall be required to provide Licensee with a substitute Library Film.

19. ASSIGNMENT. Licensee shall not assign, transfer or hypothecate its rights hereunder, in whole or in part, whether voluntarily or by operation of law (including, without limitation, by merger, consolidation or change in control), without Licensor’s prior written approval, provided, however, that Licensee shall have the right to assign this Agreement, in whole or in part (subject to the parties’ mutual agreement on the allocation of the VOD/SVOD License Fees in the event of any such partial assignment), to Licensee’s Affiliate; provided that (i) such entity is not

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a competitor of Licensor or its Affiliates, (ii) such entity executes an assignment and assumption agreement for the benefit of Licensor, and (iii) Licensee remains liable for the obligations of such entity hereunder.  If Licensee’s assignment causes an increased rate of tax withholding or deduction to apply to the payments to Licensor, then at the assignee’s election, either: (A) the gross amount payable by the assignee to Licensor shall be increased so that after such deduction or withholding (“Withholding Amount”), the net amount received by Licensor will not be less than Licensor would have received had Licensee not made the assignment or (B) the provisions of Section 7.4 hereof shall apply with respect to such Withholding Amount (except that Licensee, or such assignee as applicable, shall not be required to deliver the applicable Withholding Tax Receipt to Licensor), and, during the Avail Year immediately following such Avail Year in which the assignee withholds any Withholding Amount from payment to Licensor, Licensee and/or the assignee shall license as additional SVOD Included Programs (over and above the commitment set forth in Sections 4.1.2 and 4.1.3 of the VOD/SVOD Terms) a number of Library Films with an initial theatrical release in 2003 or earlier and/or Library Series at the applicable Rate Card pricing set forth herein for which the total aggregate Actual SVOD License Fees equal or exceed 125% of such Withholding Amount.

20. 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.

21. GOVERNING LAW. This Agreement shall be interpreted and construed in accordance with the substantive laws (and not the law of conflicts) of the State of California and the United States of America with the same force and effect as if fully executed and to be fully performed therein. All actions or proceedings arising in connection with, touching upon or relating to this Agreement, the breach thereof and/or the scope of the provisions of this Section 21 (a “Proceeding”) shall be submitted to JAMS (“JAMS”) for binding arbitration under its Comprehensive Arbitration Rules and Procedures if the matter in dispute is over $250,000 or under its Streamlined Arbitration Rules and Procedures if the matter in dispute is $250,000 or less (as applicable, the “Rules”) to be held solely in Los Angeles, California, U.S.A., in the English language in accordance with the provisions below.

21.1 Each arbitration shall be conducted by an arbitral tribunal (the “Arbitral Board”) consisting of a single arbitrator who shall be mutually agreed upon by the parties. If the parties are unable to agree on an arbitrator, the arbitrator shall be appointed by JAMS. The arbitrator shall be a retired judge with at least ten (10) years experience in commercial matters. The Arbitral Board shall assess the cost, fees and expenses of the arbitration against the losing party, and the prevailing party in any arbitration or legal proceeding relating to this Agreement shall be entitled to all reasonable expenses (including, without limitation, reasonable attorney’s fees). Notwithstanding the foregoing, the Arbitral Board may require that such fees be borne in such other manner as the Arbitral Board determines is required in order for this arbitration clause to be enforceable under applicable law. The parties shall be entitled to conduct discovery in accordance with Section 1283.05 of the California Code of Civil Procedure, provided that (a) the Arbitral Board must authorize all such discovery in advance based on findings that the material sought is relevant to the issues in dispute and that the nature and scope of such discovery is reasonable under the circumstances, and (b) discovery shall be limited to depositions and production of documents unless the Arbitral Board finds that another method of discovery (e.g., interrogatories) is the most reasonable and cost efficient method of obtaining the information sought.

21.2 There shall be a record of the proceedings at the arbitration hearing and the Arbitral Board shall issue a Statement of Decision setting forth the factual and legal basis for the Arbitral Board's decision. If neither party gives written notice requesting an appeal within ten (10) business days after the issuance of the Statement of Decision, the Arbitral Board's decision shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the Los Angeles County Superior Court or, in the case of Licensee, such other court having jurisdiction over Licensee, which may be made ex parte, for confirmation and enforcement of the award. If either party gives written notice requesting an appeal within ten (10) business days after the issuance of the Statement of Decision, the award of the Arbitral Board shall be appealed to three (3) neutral arbitrators (the “Appellate Arbitrators”), each of whom shall have the same qualifications and be selected through the same procedure as the Arbitral Board. The appealing party shall file its appellate brief within thirty (30) days after its

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written notice requesting the appeal and the other party shall file its brief within thirty (30) days thereafter. The Appellate Arbitrators shall thereupon review the decision of the Arbitral Board applying the same standards of review (and all of the same presumptions) as if the Appellate Arbitrators were a California Court of Appeal reviewing a judgment of the Los Angeles County Superior Court, except that the Appellate Arbitrators shall in all cases issue a final award and shall not remand the matter to the Arbitral Board. The decision of the Appellate Arbitrators shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the Los Angeles County Superior Court or, in the case of Licensee, such other court having jurisdiction over Licensee, which may be made ex parte, for confirmation and enforcement of the award. The party appealing the decision of the Arbitral Board shall pay all costs and expenses of the appeal, including the fees of the Appellate Arbitrators and the reasonable outside attorneys' fees of the opposing party, unless the decision of the Arbitral Board is reversed, in which event the costs, fees and expenses of the appeal shall be borne as determined by the Appellate Arbitrators.

21.3 Subject to a party's right to appeal pursuant to the above, neither party shall challenge or resist any enforcement action taken by the party in whose favor the Arbitral Board, or if appealed, the Appellate Arbitrators, decided. Each party acknowledges that it is giving up the right to a trial by jury or court. The Arbitral Board shall have the power to enter temporary restraining orders and preliminary and permanent injunctions. Neither party shall be entitled or permitted to commence or maintain any action in a court of law with respect to any matter in dispute until such matter shall have been submitted to arbitration as herein provided and then only for the enforcement of the Arbitral Board’s award; provided, however, that prior to the appointment of the Arbitral Board or for remedies beyond the jurisdiction of an arbitrator, at any time, either party may seek pendente lite relief in a court of competent jurisdiction in Los Angeles County, California or such other court that may have jurisdiction over the other party, without thereby waiving its right to arbitration of the dispute or controversy under this section. All arbitration proceedings (including proceedings before the Appellate Arbitrators) shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. Notwithstanding anything to the contrary herein, Licensee hereby irrevocably waives any right or remedy to seek and/or obtain injunctive or other equitable relief or any order with respect to, and/or to enjoin or restrain or otherwise impair in any manner, the production, distribution, exhibition or other exploitation of any motion picture, production or project related to Licensor, its parents, subsidiaries and affiliates, or the use, publication or dissemination of any advertising in connection with such motion picture, production or project. The provisions of this Section 21 shall supersede any inconsistent provisions of any prior agreement between the parties.

22. 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:

22.1 If to Licensor, to: CPT Holdings, Inc., c/o Sony Pictures Entertainment Inc., 10202 West Washington Boulevard, Culver City, CA 90232, Attention: Executive Vice President, Legal Affairs, Fax no.: 1-310-244-2169, with a copy to: Sony Pictures Entertainment Inc., 10202 West Washington Boulevard, Culver City, CA 90232, Attention: General Counsel, Facsimile No.: 1-310-244-0510.

22.2 If to Licensee, to: 1550 Biscayne Boulevard, Miami, Florida 33132; Attention: Lin Cherry, SVP & General Counsel; Fax no: 305-894-3544.

22.3 General . 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.

23. FCPA. It is the policy of Licensee and Licensor to comply and contractually require that others comply with the U.S. Foreign Corrupt Practices Act, 15 U.S.C. Section 78dd-1 and 78dd-2, and all other applicable anti-corruption laws (collectively, “FCPA”).  Licensee and Licensor represent, warrant and covenant that:  (i) each is aware of the FCPA and will advise all persons and parties supervised by it of the requirements of the FCPA; (ii) neither party has and will not, and to its knowledge, no one acting on its behalf has taken or will take any action, directly or indirectly, in violation of the FCPA; (iii) neither Licensee nor Licensor has in the last 5 years been accused of taking any action in violation of the FCPA; (iv) neither Licensee nor Licensor has and will not cause any party to be in violation of the FCPA; (v) should Licensee or Licensor learn of, or have reason to know of, any

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request for payment that is inconsistent with the FCPA, Licensee or Licensor shall immediately notify the other party; and (vi) neither Licensee nor Licensor is a “foreign official” as defined under the U.S. Foreign Corrupt Practices Act, represents a foreign official, and will not share any fees or other benefits of this contract with a foreign official.  Licensee and Licensor will indemnify, defend and hold harmless the other party and its respective Representatives for any and all liability arising from any violation of the FCPA caused or facilitated by Licensee or Licensor, as applicable.  In the event either Licensor or Licensee deems that it has reasonable grounds to suspect the other party has violated the FCPA, Licensor or Licensee and its respective Representatives shall have the right to review and audit, at its own expense, any and all books and financial records of the other party at any time, and Licensor or Licensee, as applicable, shall be entitled partially or totally to suspend its performance hereunder until such time it is proven to the satisfaction of Licensor or Licensee, as applicable, that the other party has not violated the FCPA.  In the event Licensor or Licensee determines, in its sole discretion (whether through an audit or otherwise), that the other party has violated the FCPA, either in connection with this Agreement or otherwise, Licensor or Licensee, as applicable, may terminate this Agreement immediately upon written notice to the other party.  Such suspension or termination of this Agreement shall not subject Licensor or Licensee, as applicable, to any liability, whether in contract or tort or otherwise, to the other party or any third party, and the rights to indemnification or audit of Licensor or Licensee, as applicable, with respect to the FCPA shall survive such suspension or termination of this Agreement.

24. 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.

25. 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, and, in the case of Licensor, its 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 Confidential Information. “Confidential Information” shall mean and include (i) the specific terms and conditions of this Agreement, including, without limitation, the License Fees payable hereunder; and (ii) information and documents exchanged between the parties in connection with this Agreement; provided, however, that Confidential Information shall not include (x) information which the receiving party can demonstrate was known to the receiving party prior to disclosure by the disclosing party; (y) information which is in the public domain or which enters the public domain other than as a result of a breach of this Agreement; or (z) information that the receiving party independently develops or independently becomes aware of from a third party without, to the knowledge of the receiving party, a duty of confidentiality to the disclosing party. 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.

26. 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 statements referred to in Article  16 of this Schedule. Licensor shall have the right during business hours to audit and check at Licensee’s principal place of business, 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 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 one hundred five percent (105%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of 3% of such license fees due for the period covered 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 attorneys fees incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section

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exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.

27. LIMITATION OF LIABILITY. Neither party shall be liable to the other for special, consequential or incidental losses.

28. CAPTIONS/DRAFTING. Article, Section or other headings contained in this Agreement are for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. 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.

29. CONFLICTING LAW OR REGULATION. If any provision in this Agreement is determined by a court or arbitrator of competent jurisdiction to be invalid or unenforceable (for any reason, including, without limitation, in connection with “competition” legislation), such determination shall not affect any other provision, each of which shall be construed and enforced as if such invalid or unenforceable provision were not contained herein.

30. NO THIRD PARTY BENEFICIARIES. 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.

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.

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SCHEDULE B

INTERNET PROMOTION POLICY

Licensee’s right to promote, market and advertise (“Promote”) the upcoming exhibition(s) on the Licensed Service of the programs (“Programs”) licensed by Sony Pictures Entertainment Inc. or its affiliate (“SPE”) pursuant to the license agreement (“License Agreement”) to which this Policy is attached as set forth in the License Agreement shall include the limited, non-exclusive, non-transferable right to Promote by means of the Internet and messages transmitted electronically over the Internet (“Email”) subject to the additional terms and conditions set forth herein (the “Policy”). “Promotion” means the promotion, marketing or advertising of the exhibition of the Programs (and not the Licensed Service itself) on the Licensed Service. Each capitalized term used and not defined herein shall have the definition ascribed to it in the License Agreement. All Promotions by means of the Internet and Email are subject to the additional provisions governing Promotion set forth in the License Agreement and any other terms and conditions that may be provided to Licensee by SPE in the future. To the extent there is a conflict between this Policy and such other terms or conditions, this Policy shall govern.

1. General . Licensee shall not Promote the Programs over the Internet except by means of the website owned or controlled by Licensee (the “Website”) or by means of Email from the service licensed under the License Agreement (“Licensed Service”); provided, however, that nothing herein shall prevent Licensee from promoting the Licensed Service on any Website it determines. “Internet” means the public, global, computer-assisted network of interconnected computer networks that employs Internet Protocol (“IP”) or any successor thereto. If Licensee contracts with any third party to build, host, administer or otherwise provide services in connection with its Website, a Microsite, or any Internet or Email Promotion, then Licensee shall ensure that such third party fully complies with all provisions of this Policy pertaining thereto, including, without limitation, the requirement: (i) to conduct such activities in accordance with security standards as provided and approved by SPE; (ii) to comply with all Laws (as defined below); (iii) to maintain the privacy and security of Email addresses provided by Licensee (if any) in order to protect against unauthorized access, disclosure and use; and (iv) to not use such Email addresses (if any) for any purpose other than to deliver the Email Promotions. Licensee shall not require any user of the Website or any Microsite to register or provide personally identifiable information as a precondition to access the Website or Microsite or receipt of Email Promotions. Except as expressly authorized herein, Licensee shall not Promote any Programs on the Internet or via Email, or otherwise use on the Internet or in any Email any materials of SPE or relating to any Programs (including, without limitation, any copyright, trademark, service mark, logos or other intellectual property). In the event that Licensee wishes to pursue any Internet or Email promotional activities not expressly authorized by this Policy, each such activity shall be subject to SPE’s specific prior written approval. To the extent any Website or Microsite includes interactive features such as chatrooms, web logs, or message boards (collectively, “Interactive Features”), then as between Licensee and SPE, Licensee shall be solely responsible for the content of such Interactive Features and for any users’ conduct, and such Website or Microsite shall expressly disclaim any endorsement or sponsorship of such Interactive Features by SPE.

2. Territory . Licensee shall use commercially reasonable efforts to ensure that each Promotion is conducted in and restricted to viewers in the Territory and shall not, directly or indirectly, aim any Promotion to viewers outside of the Territory. To the extent the geographic location of an e-mail address can be determined, each Email Promotion shall be sent only to Email addresses located in the Territory.

3. Advertising/Revenue . No part of the Promotion shall: (i) advertise, market or promote any entity, product or service other than the Program; (ii) contain commercial tie-ins; (iii) sell or offer to sell any product or service; or (iv) be linked to any of the foregoing. No Promotion shall be conducted so as to generate revenue in any manner, other than as an incidence of increased viewership of the Program resulting from the Promotion. Nor shall Licensee charge or collect fees of any kind or other consideration, for access to the Promotion or any Program material, including, without limitation, registration fees, bounty or referral fees. Advertisements that are commonly known in the industry as “banner ads” and “pop-ups” that are purchased and displayed on the Website independent of and without regard to, reference to, or association with any Program shall not violate the previous sentence; provided any such advertisements (i) do not appear on or during any Microsite or any page devoted to promotion of any Program, Programs or SPE product; (ii) are placed in and appear in a manner independent of and unassociated with

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any Program, and (iii) shall be stopped and removed by Licensee within 24 hours of Licensor notifying Licensee that any such advertisements, in Licensor’s sole discretion, are unacceptable.

4. Materials . Unless specifically authorized by SPE in writing in each instance, each Promotion shall use only promotional materials: (i) from SPTI.com or from SPE press kits; (ii) strictly in accordance with the terms for their use set forth herein, in the License Agreement, on SPTI.com and in the SPE press kits, as applicable; and (iii) without editing, addition or alteration. Notwithstanding anything to the contrary contained hereinabove, under no circumstances shall Licensee remove, disable, deactivate or fail to pass through to the consumer any anti-copying, anti-piracy or digital rights management notices, code or other technology embedded in or attached to the promotional materials. If any copyrighted or trademarked materials are used in any Promotion, they shall be accompanied by and display, in each instance, the copyright, trademark or service mark notice for the relevant Program (or episode) set forth on SPTI.com or in the SPE press kit, as applicable. Still photographs posted on the Website may not exceed a resolution of 300dpi, and if offered for free download, the download resolution shall not exceed 72 dpi. Video clips and trailers shall not be made available for download. An Email Promotion may embed or attach an authorized still photograph, provided the resolution of such photograph does not exceed 72dpi.

5. Warning . Each page containing a Promotion shall (i) prominently include the following warning: “All copyrights, trademarks, service marks, trade names, and trade dress pertaining to [insert Program title] are proprietary to Sony Pictures Entertainment Inc., its parents, subsidiaries or affiliated companies, and/or third-party licensors. Except as expressly authorized in this promotion, and only to the extent so authorized, no material pertaining to [insert Program title] may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way.”; or (ii) prominently include a link to the Website terms and conditions page which shall prominently include either the foregoing warning or another warning against downloading, duplicating and any other unauthorized use of material on the Website.

6. URLs . None of the following shall be used as the URL or domain name for the Website or any Microsite: (i) the title or any other element of a Program, including, without limitation, character names and episode names and storylines; and (ii) copyrighted works, trade marks, service marks and other proprietary marks of SPE or a Program; provided that Licensee may use the name of the Program as a subset of Licensee’s name, registered domain name or name of the Licensed Service (e.g., if Licensee’s registered domain name is “Licensee.com,” and the Program is “XYZ,” Licensee may use the following URL: “Licensee.com/XYZ”); or as a subdirectory to name a page devoted solely to such Program within the Website or a Microsite.

7. Microsites . Licensee may, at its own cost and expense, develop a subsite located within its Website dedicated solely to the Promotion of upcoming exhibition(s) of a Program on the Licensed Service (each such subsite, a “Microsite”) subject to the following additional terms and conditions. Licensee shall notify SPE promptly of the creation of any Microsite. If SPE provides to Licensee the form and content for the Microsite (the “Template”), Licensee shall not alter or modify any element of such Template (including, without limitation, any copyright notice, trade or service mark notice, logo, photographs or other images) without SPE’s prior written approval in each instance, provided that Licensee may use any one or more elements of such Template without using all elements of the Template. All right and title in and to the Template shall remain in SPE. All right and title in and to the Microsite, including copyrights, shall vest in SPE upon creation thereof, whether or not the Microsite was created by or paid for by Licensee. To the extent that any right or title in the Microsite is deemed not to so vest in SPE, then to the fullest extent permissible by law, License hereby irrevocably assigns such right and title to SPE. Upon request by SPE, Licensee shall provide SPE with periodic traffic reports of all visits made to the Microsite during the License Period for the Program.

8. Email Promotions . Without limitation to anything contained herein, the following additional terms and conditions shall apply to Email Promotions:

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8.1 Sender’s Address . Email Promotions shall be sent by Licensee only from the Email address identified on the Website as the Licensed Service’s primary Email address, which address shall clearly identify the Licensed Service as the sender of the Email. Licensee shall not use the Program name (or any other element of a Program, including, without limitation, character names and/or episode names or storylines) or copyrighted works, trade marks, service marks or other proprietary marks of SPE or a Program as part of its Email address.

8.2 Opt-Out . Each Email Promotion: (i) shall be sent only to individuals who have actively elected to receive such Emails from the Licensed Service; and (ii) shall contain an opt-out option to prevent the receipt of further Email Promotions.

9. Costs . Except with respect to the provision of Program materials supplied on SPTI.com or in SPE press kits, Licensee shall be solely responsible for: (i) all costs and expenses of any kind or nature associated with its Promotions; (ii) all costs and expenses of any kind or nature associated with its compliance with any Laws in connection with its Promotions; and (iii) any reuse fees, third party fees and/or any other compensation of any kind or nature arising from its Promotional use of any Program materials, except as expressly authorized by SPE in this Policy.

10. Compliance With Law and Security . Notwithstanding anything to the contrary contained in this Policy, Licensee shall ensure that each Promotion, the Website, any webpages thereof that contain Program material, any Microsites, any Emails that contain Program material, and databases containing personally identifiable information and Email addresses used in Email Promotions (which must be maintained in a secure environment) and the acquisition, use and storage of all such data, shall at all times be in full compliance with and in good standing under the laws, rules, regulations, permits and self-regulatory codes of the Territory, and the country (if different) of Licensee’s domicile, including, without limitation, consumer protection, security and personal information management (PIM), privacy and anti-spam laws (collectively, “Laws”).

11. Violations . If SPE determines that the Promotion is in violation of this Policy, the License Agreement, or any applicable Law, then SPE will provide Licensee with written notice thereof. Promptly upon receipt of such notice, and in no event later than 24 hours thereafter, Licensee shall correct the specified violation (including, without limitation, by removing the offending content from the Website, Microsite or Email). Licensee’s failure to do so within the time specified shall constitute an unremedied default under the License Agreement (notwithstanding any longer cure periods provided for therein), entitling SPE to terminate the License Agreement with respect to the applicable Program by written notice with immediate effect.

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SCHEDULE C

CONTENT PROTECTION REQUIREMENTS AND OBLIGATIONS

General Content Security & Service Implementation1. Content Protection System. All content delivered to, output from or stored on a device must be

protected by a content protection system that includes a digital rights management or conditional access system, encryption and digital output protection (such system, the “Content Protection System”).

2. The Content Protection System shall:

(i) be approved in writing by Licensor (including any upgrades or new versions which decrease the level of security of the Content Protection System), and

(ii) be fully compliant with all the compliance and robustness rules associated therewith, and (iii) use rights settings that are in accordance with the requirements in the Usage Rules, this

Content Protection Schedule and this Agreement, and(iv) be an implementation of one the content protection systems approved for UltraViolet services

by the Digital Entertainment Content Ecosystem (DECE), and said implementation meets the compliance and robustness rules associated with the chosen UltraViolet approved content protection system, or

(v) be an implementation of Microsoft WMDRM10 and said implementation meets the associated compliance and robustness rules, or

(vi) if a conditional access system, be a compliant implementation of a Licensor-approved, industry standard conditional access system, or

(i) be a compliant implementation of other Content Protection System approved in writing by Licensor. Licensor hereby approves the following conditional access systems, which have been implemented in the industry in the Territory:a. Conax Contegob. CTI CASc. Licensee’s HLS Key Exchange and DRM Solution subject to Section 10.1 below and for

Standard Definition (SD) content only

The UltraViolet approved content protection systems are:a. Marlin Broadbandb. Microsoft Playreadyc. CMLA Open Mobile Alliance (OMA) DRM Version 2 or 2.1d. Adobe Flash Access 2.0 (not Adobe’s Flash streaming product)e. Widevine Cypher ®f. Cisco PowerKeyg. Marlin MS3 (Marlin Simple Secure Streaming)a. Microsoft Mediaroomsb. Motorola MediaCipherc. Motorola Encryptonite (also known as SecureMedia Encryptonite)d. Nagra (Media ACCESS CLK, ELK and PRM-ELK)e. NDS Videoguardf. Verimatrix VCAS conditional access system and PRM (Persistent Rights Management)

3. If Licensee supports or facilitates any video or audio content sharing or upload service for its Users, the Licensed Service shall use appropriate technology (e.g. digital fingerprint and filtering techniques) to prevent the unauthorized delivery and distribution of Licensor’s content across such content sharing or upload services.

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4. Intentionally omitted.

5. Intentionally omitted.

6. Intentionally omitted.

CI Plus 7. Any Conditional Access implemented via the CI Plus standard used to protect Licensed Content

must be negotiated in good faith and approved by Licensor prior to such implementation by Licensee.

Streaming8. Generic Internet Streaming Requirements

The requirements in this section 8 apply in all cases where Internet streaming is supported.

8.1. Streams shall be encrypted using AES 128 (as specified in NIST FIPS-197) or other robust, industry-accepted algorithm with a cryptographic strength and key length such that it is generally considered computationally infeasible to break.

8.2. Encryption keys shall not be delivered to clients in a cleartext (un-encrypted) state.

8.3. The integrity of the streaming client shall be verified before commencing delivery of the stream to the client.

8.4. Licensee shall use a robust and effective method (for example, short-lived and individualized URLs for the location of streams) to ensure that streams cannot be obtained by unauthorized users.

8.5. The streaming client shall NOT cache streamed media for later replay but shall delete content once it has been rendered except only with respect to temporary caching and buffering which shall not last beyond the viewing of the program.

9. Microsoft Silverlight

The requirements in this section “Microsoft Silverlight” only apply if the Microsoft Silverlight product is used to provide the Content Protection System.

9.1. Microsoft Silverlight is approved for streaming if using Silverlight 4 or later version.

10. Apple http live streaming

The requirements in this section “Apple http live streaming” only apply if Apple http live streaming is used to provide the Content Protection System.

10.1. Licensee shall migrate from use of the Apple-provisioned key management and storage for http live streaming (“HLS”) (implementations of which are not governed by any compliance and robustness rules nor any legal framework ensuring implementations meet these rules) to use (for the protection of keys used to encrypt HLS streams) of an industry accepted DRM or secure streaming method which is governed by compliance and robustness rules and an associated legal framework by no later than February 28, 2014.

10.2. Http live streaming on iOS devices may be implemented either using applications or using the provisioned Safari browser.

10.3. The URL from which the m3u8 manifest file is requested shall be unique to each requesting client.

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10.4. The m3u8 manifest file shall only be delivered to requesting clients/applications that have been authenticated in some way as being an authorized client/application.

10.5. The streams shall be encrypted using AES-128 encryption (that is, the METHOD for EXT-X-KEY shall be ‘AES-128’).

10.6. The content encryption key shall be delivered via SSL (i.e. the URI for EXT-X-KEY, the URL used to request the content encryption key, shall be a https URL).

10.7. Output of the stream from the receiving device shall not be permitted unless this is explicitly allowed elsewhere in the schedule. No APIs that permit stream output shall be used in applications (where applications are used).

10.8. The client shall NOT cache streamed media for later replay (i.e. EXT-X-ALLOW-CACHE shall be set to ‘NO’) except for temporary caching or buffering which shall not last beyond the viewing of the program.

10.9. iOS implementations (either applications or implementations using Safari and Quicktime) of http live streaming shall use APIs within Safari or Quicktime for delivery and display of content to the greatest possible extent. That is, implementations shall NOT contain implementations of http live streaming, decryption, de-compression etc but shall use the provisioned iOS APIs to perform these functions.

10.10. iOS applications, where used, shall follow all relevant Apple developer best practices and shall by this method or otherwise ensure the applications are as secure and robust as possible.

10.11. iOS applications shall include functionality which detects if the iOS device on which they execute has been “jailbroken” and shall disable all access to protected content and keys if the device has been jailbroken.

REVOCATION AND RENEWAL11. The Licensee shall have a policy which ensures that clients and servers of the Content Protection

System are promptly and securely updated, and where necessary, revoked, in the event of a security breach (that can be rectified using a remote update) being found in the Content Protection System and/or its implementations in clients and servers. Licensee shall have a policy which ensures that patches including System Renewability Messages received from content protection technology providers (e.g. DRM providers) and licensors are promptly applied to clients and servers.

ACCOUNT AUTHORIZATION12. Content Delivery. Content, licenses, control words and ECM’s shall only be delivered from a

network service to registered devices associated with an account with verified credentials. Account credentials must be transmitted securely to ensure privacy and protection against attacks.

13. Services requiring user authentication:

The credentials shall consist of at least a User ID and password of sufficient length to prevent brute force attacks, or other mechanism of equivalent or greater security (e.g. an authenticated device identity).

Licensee shall take steps to prevent users from sharing account credentials. In order to prevent unwanted sharing of such credentials, account credentials may provide access to any of the following (by way of example):

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- purchasing capability (e.g. access to the user’s active credit card or other financially sensitive information)

- administrator rights over the user’s account including control over user and device access to the account along with access to personal information.

RECORDING14. PVR Requirements. Any device receiving protected content must not implement any personal

video recorder capabilities that allow recording, copying, or playback of any protected content except as explicitly allowed elsewhere in this agreement and except for a single, non-transferrable encrypted copy on STBs and PVRs, recorded for time-shifted viewing only, and which is deleted or rendered unviewable at the earlier of the end of the content license period or the termination of any subscription that was required to access the protected content that was recorded.

15. Copying. The Content Protection System shall prohibit recording of protected content onto recordable or removable media, except as such recording is explicitly allowed elsewhere in this agreement.

Embedded Information16. The Content Protection System or playback device must not intentionally remove or interfere with

any embedded watermarks or embedded copy control information in licensed content.

17. Notwithstanding the above, any alteration, modification or degradation of such copy control information and or watermarking during the ordinary course of Licensee’s distribution of licensed content shall not be a breach of this Embedded Information Section.

Outputs18. Analogue and digital outputs of protected content are allowed if they meet the requirements in

this section and if they are not forbidden elsewhere in this Agreement..

19. Digital Outputs. If the licensed content can be delivered to a device which has digital outputs, the Content Protection System shall prohibit digital output of decrypted protected content. Notwithstanding the foregoing, a digital signal may be output if it is protected and encrypted by High-Bandwidth Digital Copy Protection (“HDCP”) or Digital Transmission Copy Protection (“DTCP”).

20. A device that outputs decrypted protected content provided pursuant to the Agreement using DTCP shall:

20.1. 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;

20.2. At such time as DTCP supports remote access set the remote access field of the descriptor to indicate that remote access is not permitted.

21. Exception Clause for Standard Definition (only), Uncompressed Digital Outputs on Windows-based PCs, Macs running OS X or higher, IOS and Android devices). HDCP must be enabled on all uncompressed digital outputs (e.g. HDMI, Display Port), unless the customer’s system cannot support HDCP (e.g., the content would not be viewable on such customer’s system if HDCP were to be applied).

22. Upscaling: Device may scale Included Programs in order to fill the screen of the applicable display; provided that Licensee’s marketing of the Device shall not state or imply to consumers that the quality of the display of any such upscaled content is substantially similar to a higher

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resolution to the Included Program’s original source profile (i.e. SD content cannot be represented as HD content).

Geofiltering23. Licensee shall take affirmative, reasonable measures to restrict access to Licensor’s content to

within the territory in which the content has been licensed.

24. Licensee shall periodically review the effectiveness of its geofiltering measures (or those of its provider of geofiltering services) and perform upgrades so as to maintain “state of the art” geofiltering capabilities. This shall include, for IP-based systems, the blocking of known proxies.

25. Without limiting the foregoing, Licensee shall utilize geofiltering technology in connection with each Customer Transaction that is designed to limit distribution of Included Programs to Customers in the Territory, and which consists of (i) for IP-based delivery systems, IP address look-up to check for IP address within the Territory and (ii) either (A) with respect to any Customer who has a credit card or other payment instrument (e.g. mobile phone bill or e-payment system) on file with the Licensed Service, Licensee shall confirm that the payment instrument was set up for a user within the Territory or (B) with respect to any Customer who does not have a credit card or other payment instrument (e.g. mobile phone bill or e-payment system) on file with the Licensed Service, Licensee will require such Customer to enter his or her home address (as part of the Customer Transaction) and will only permit the Customer Transaction if the address that the Customer supplies is within the Territory.

Network Service Protection Requirements.26. All licensed content must be received and stored at content processing and storage facilities in a

protected format using an industry standard protection systems.

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

28. Access to content in unprotected format must be limited to authorized personnel and auditable records of actual access shall be maintained.

29. Physical access to servers must be limited and controlled and Licensee will use commercially reasonable efforts to monitor such access by a logging system.

30. Auditable records provided by FileSystem (which consist the following records) must be securely stored for a period of at least 45 days: (i) file creation time/date, (ii) file last access time/date, (iii) file last modified time/date, (iv) file last modified by network user, and (v) movement of file throughout locations for up to 30 days.

31. 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 regularly updated to incorporate the latest security patches and upgrades.

32. Content must be returned to Licensor or securely destroyed pursuant to the Agreement, including, without limitation, all electronic and physical copies thereof.

High-Definition Restrictions & RequirementsIn addition to the foregoing requirements, all HD content (and all Stereoscopic 3D content) is subject to the following set of restrictions & requirements:

33. General Purpose Computer Platforms. HD content is expressly prohibited from being delivered to and playable on General Purpose Computer Platforms (e.g. PCs, Tablets, Mobile Phones) unless explicitly approved by Licensor. If approved by Licensor, the additional requirements for HD playback on General Purpose Computer Platforms will be:

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33.1. Allowed Platforms

33.1.1. HD content for General Purpose Computer Platforms is only allowed on the device platforms (operating system, Content Protection System, and device hardware, where appropriate) specified elsewhere in this Agreement.

33.2. Robust Implementation

33.2.1. Implementations of Content Protection Systems on General Purpose Computer Platforms shall use hardware-enforced security mechanisms, including secure boot and trusted execution environments, where possible.

33.2.2. Implementation of Content Protection Systems on General Purpose Computer Platforms shall, in all cases, use state of the art obfuscation mechanisms for the security sensitive parts of the software implementing the Content Protection System.

33.2.3. All General Purpose Computer Platforms (devices) Deployed by Licensee after end December 31st, 2013, SHALL support hardware-enforced security mechanisms, including trusted execution environments and secure boot. For purposes of this Schedule C, to “Deploy by Licensee” means that such item is actually made available by Licensee to subscribers in connection with the offering of services providing audio-visual content, but not as a result of a limited promotional or marketing event (e.g., a contest or drawing to win a device, etc.).

33.2.4. All implementations of Content Protection Systems on General Purpose Computer Platforms Deployed by Licensee (e.g. in the form of an application) after end December 31st, 2013, SHALL use hardware-enforced security mechanisms (including trusted execution environments) where supported, and SHALL NOT allow the display of HD content where the General Purpose Computer Platforms on which the implementation resides does not support hardware-enforced security mechanisms.

33.3. Digital Outputs:

33.3.1. For avoidance of doubt, HD content may only be output in accordance with section “Digital Outputs” above unless stated explicitly otherwise below.

33.3.2. If an HDCP connection cannot be established, as required by section “Digital Outputs” above, the playback of Current Films over an output on a General Purpose Computing Platform (either digital or analogue) must be limited to a resolution no greater than Standard Definition (SD).

33.3.3. An HDCP connection does not need to be established in order to playback in HD over a DVI output on any General Purpose Computer Platform that was registered for service by Licensee on or before 31st December, 2011. Note that this exception does NOT apply to HDMI outputs on any General Purpose Computing Platform

33.3.4. With respect to playback in HD over analog outputs on General Purpose Computer Platforms that were registered for service by Licensee after 31 st

December, 2011, Licensee shall either (i) prohibit the playback of such HD content over all analogue outputs on all such General Purpose Computing Platforms or (ii) ensure that the playback of such content over analogue outputs on all such General Purpose Computing Platforms is limited to a resolution no greater than SD.

C-6

33.3.5. Notwithstanding anything in this Agreement, if Licensee is not in compliance with this Section, then, upon Licensor’s written request, Licensee will temporarily disable the availability of Current Films in HD via the Licensee service within thirty (30) days following Licensee becoming aware of such non-compliance or Licensee’s receipt of written notice of such non-compliance from Licensor until such time as Licensee is in compliance with this section “General Purpose Computing Platforms”; provided that:

33.3.5.1. if Licensee can robustly distinguish between General Purpose Computing Platforms that are in compliance with this section “General Purpose Computing Platforms”, and General Purpose Computing Platforms which are not in compliance, Licensee may continue the availability of Current Films in HD for General Purpose Computing Platforms that it reliably and justifiably knows are in compliance but is required to disable the availability of Current Films in HD via the Licensee service for all other General Purpose Computing Platforms, and

33.3.5.2. in the event that Licensee becomes aware of non-compliance with this Section, Licensee shall promptly notify Licensor thereof; provided that Licensee shall not be required to provide Licensor notice of any third party hacks to HDCP.

33.4. Secure Video Paths:

The video portion of unencrypted content shall not be present on any user-accessible bus in any analog or unencrypted, compressed form. In the event such unencrypted, uncompressed content is transmitted over a user-accessible bus in digital form, such content shall be either limited to standard definition (720 X 480 or 720 X 576 for 4:3 aspect ratio and 854 X 480 or 854 x 576 for 16:9 aspect ratio), or made reasonably secure from unauthorized interception.

33.5. Secure Content Decryption.

Decryption of (i) content protected by the Content Protection System and (ii) sensitive parameters and keys related to the Content Protection System, shall take place such that it is protected from attack by other software processes on the device, e.g. via decryption in an isolated processing environment.

34. HD Analogue Sunset, All Devices.

In accordance with industry agreements, all Approved Devices which were Deployed by Licensee after December 31, 2011 shall limit (e.g. down-scale) analogue outputs for decrypted protected Included Programs to standard definition at a resolution no greater than 720X480 or 720 X 576 for 4:3 aspect ratio and 854 X 480 or 854 x 576 for 16:9 aspect ratio, i.e. shall disable High Definition (HD) analogue outputs. Licensee shall investigate in good faith the updating of all Approved Devices shipped to users before December 31, 2011 with a view to disabling HD analogue outputs on such devices.

35. Analogue Sunset, All Analogue Outputs, December 31, 2013

In accordance with industry agreement, after December 31, 2013, Licensee shall only Deploy Approved Devices that can disable ALL analogue outputs during the rendering of Included Programs. For Agreements that do not extend beyond December 31. 2013, Licensee commits both to be bound by this requirement if Agreement is extended beyond December 31. 2013, and to put in place before December 31, 2013 purchasing processes to ensure this requirement is met at the stated time.

36. Additional Watermarking Requirements.

C-7

Physical media players manufactured by licensees of the Advanced Access Content System are required to detect audio and/or video watermarks during content playback after 1st February, 2012 (the “Watermark Detection Date”). Licensee shall require, within two (2) years of the Watermark Detection Date, that any new devices capable of playing AACS protected Blu-ray discs and capable of receiving and decrypting protected high definition content from the Licensed Service that can also receive content from a source other than the Licensed Service shall detect and respond to the embedded state and comply with the corresponding playback control rules. [INFORMATIVE explanatory note: many studios, including Sony Pictures, insert the Verance audio watermark into the audio stream of the theatrical versions of its films.   In combination with Verance watermark detection functions in Blu-ray players, the playing of counterfeit Blu-rays produced using illegal audio and video recording in cinemas is prevented.  All new Blu-ray players MUST now support this Verance audio watermark detection.  The SPE requirement here is that (within 2 years) any devices that Licensee Deploys which can play Blu-ray discs (and so will support the audio watermark detection) AND which also support internet delivered content, must use the exact same audio watermark detection function on internet delivered content as well as on Blu-ray discs, and so prevent the playing of internet-delivered films recorded illegally in cinemas.  Note that this requirement only applies if Licensee Deploys device yourself, and these devices support both the playing of Blu-ray content and the delivery of internet services (i.e. are connected Blu-ray players). No server side support of watermark is required by Licensee systems.]

Stereoscopic 3D Restrictions & RequirementsThe following requirements apply to all Stereoscopic 3D content. All the requirements for High Definition content also apply to all Stereoscopic 3D content.37. Downscaling HD Analogue Outputs. All devices receiving Stereoscopic 3D Included Programs

shall limit (e.g. down-scale) analogue outputs for decrypted protected Included Programs to standard definition at a resolution no greater than 720X480 or 720 X 576, for 4:3 aspect ratio and 854 X 480 or 854 x 576 for 16:9 aspect ratio) during the display of Stereoscopic 3D Included Programs.

C-8

SCHEDULE D

AUTHORIZED OPERATORS

Country Authorized Operator Licensed Service Brand Name Authorized Delivery Means

URL of Licensed Service (if applicable)

Argentina AMX Argentina S.A.VOD/SVOD

ClaroMobile Delivery; Internet Delivery; Closed Authorized System Delivery (Telephone)

www.clarovideo.com

Brazil Videomar Rede Nordeste S.A.

SVODNet Fortaleza

Closed Authorized System Delivery (Cable, Telephone); Internet Delivery

www.netcombo.com.br

BrazilNet Brasil S.A./Net Serviços de Comunicação S.A.

SVODNOW!, NET

Internet Delivery; Closed Authorized System Delivery (Cable, Telephone)

www.netcombo.com.br

Chile Claro Comunicaciones, S.A.

VOD/SVOD

Claro

Mobile Delivery; Internet Delivery; Closed Authorized System Delivery (Cable, Telephone)

www.clarovideo.com

Colombia Telmex Colombia, S.A.

VOD/SVOD

Claro

Mobile Delivery; Internet Delivery; Closed Authorized System Delivery (Cable, Telephone)

www.clarovideo.com

Dominican Republic

Compañía Dominicana de Telefonos C. por A.

VOD/SVOD

Claro - Codetel

Mobile Delivery; Internet Delivery; Closed Authorized System Delivery (Cable, Telephone)

www.clarovideo.com

Ecuador EcuadorTelecom S.A.

VOD/SVOD

Claro

Mobile Delivery; Internet Delivery; Closed Authorized System Delivery (Cable, Telephone)

www.clarovideo.com

D-1

Country Authorized Operator Licensed Service Brand Name Authorized Delivery Means

URL of Licensed Service (if applicable)

El SalvadorCompañía de Telecomunicaciones de El Salvador, S.A. de C.V.

VOD/SVOD

Claro

Mobile Delivery; Internet Delivery; Closed Authorized System Delivery (Cable, Telephone, DTH)

www.clarovideo.com

Guatemala Telecomunicaciones de Guatemala, S.A.

VOD/SVOD

Claro

Mobile Delivery; Internet Delivery; Closed Authorized System Delivery (Cable, Telephone, DTH)

www.clarovideo.com

Honduras

Empresa Hondureña de Servicios de Comunicaciones de Honduras, S.A.

VOD/SVOD

Claro

Mobile Delivery; Internet Delivery; Closed Authorized System Delivery (Cable, Telephone, DTH)

www.clarovideo.com

Mexico Telefonos de Mexico, S.A.B. de C.V.

VOD/SVODTelmex

Internet Delivery; Closed Authorized System Delivery (Telephone)

www.clarovideo.com

Nicaragua Empresa Nicaraguense de Telecomunicaciones, S.A.

VOD/SVOD

Claro

Mobile Delivery; Internet Delivery; Closed Authorized System Delivery (Cable, Telephone)

www.clarovideo.com

Paraguay AMX Paraguay, S.A.VOD/SVOD

ClaroMobile Delivery; Internet Delivery; Closed Authorized System Delivery (Cable)

www.clarovideo.com

Peru Telmex Perú, S.A. VOD/SVOD

ClaroMobile Delivery; Internet Delivery; Closed Authorized System Delivery

www.clarovideo.com

Uruguay AM Wireless Uruguay, S.A.

VOD/SVODClaro Mobile Delivery; Internet

Deliverywww.clarovideo.com

PanregionalAmerica Movil Operations (Claro/Telmex/Embratel, etc)

VOD/SVODClaro

Mobile Delivery; Internet Delivery; Closed Authorized System Delivery

www.clarovideo.com

Panregional Licensee VOD/SVOD MyNeon Mobile Delivery; Internet www.myneon.tv

D-2

Country Authorized Operator Licensed Service Brand Name Authorized Delivery Means

URL of Licensed Service (if applicable)

Delivery

D-3

SCHEDULE E

VOD USAGE RULES

1. Users must have an active Account (an “Account”) prior to purchasing content for VOD rental. All Accounts must be protected via account credentials consisting of at least a userid and password.

2. VOD Included Programs shall be delivered to Approved Devices by streaming only and shall not be downloaded (save for a temporary buffer required to overcomes variations in stream bandwidth)

3. VOD Included Programs shall not be transferrable between Approved Device.

4. VOD Included Programs may be viewed during the VOD Viewing Period only.

5. All Approved Devices on which content can be viewed shall be registered with the Licensee by the User.

6. The User may register up to 5 (five) Approved Devices.

7. It shall be possible for the User to de-register devices within their allocation of 5 (five) and register new devices into the 5 (five). The frequency of this registration and de-registration by Users shall be monitored and controlled to prevent fraud.

8. With respect to each VOD Subscriber Transaction, only a single, registered Approved Device can receive a stream of the applicable VOD Included Program at any one time.

E-1document.docx

SCHEDULE F

SVOD USAGE RULES

1. These rules apply to the playing of SVOD content on any IP connected Approved Device.

2. Users must have an active Account (an “Account”). All Accounts must be protected via account credentials consisting of at least a userid and password.

3. All content delivered to Approved Devices shall be streamed only and shall not be downloaded (save for a temporary buffer required to overcomes variations in stream bandwidth) nor transferrable between devices.

4. All devices receiving streams shall have been registered with the Licensee by the user.

5. The user may register up to 5 (five) Approved Devices which are approved for reception of SVOD streams.

6. At any one time, there can be no more than 2 (two) simultaneous streams of content (from any content provider) on a single SVOD Account.

7. Licensee shall employ effective mechanisms to discourage the unauthorised sharing of account credentials. Such effective mechanisms could include ensuring that unauthorised sharing of Account credentials exposes sensitive details or capabilities, such as significant purchase capability or credit card details.

8. Licensee shall not support or facilitate any service allowing users to share or upload video content unless Licensee employs effective mechanisms (e.g. content fingerprinting and filtering) to ensure that Licensor content (whether an SVOD Included Program or not) is not shared in an unauthorised manner on such content sharing and uploading services.

F-1document.docx

SCHEDULE G - 1

Avail Year 1 – Selected SVOD Included Programs

Title Rel Year Product Type # of

UnitsRun Time

Months from Pay Program Category Pricing Category License

Fee Start Date End Date Lic Period(months)

Territories excluded?

2012 2009 Feature 1 158 <12 Early Window Films >$150M 200,000 31-Mar-13 30-Mar-14 12 -3:10 TO YUMA (2007) 2007 Feature 1 117 25-36 Early Window Films $50M-$99M 68,600 31-Mar-13 30-Mar-14 12 -30 DAYS OF NIGHT 2007 Feature 1 113 13-24 Early Window Films $25M-$49M 70,000 31-Mar-13 30-Mar-14 12 Yes30 DAYS OF NIGHT: DARK DAYS 2010 DTV/Feature 1 92 <12 Early Window Films Non-Prem DTV/MOW 15,000 31-Mar-13 30-Mar-14 12 -8MM2 2005 DTV/Feature 1 106 36+ Library Films Tier C 8,000 01-Aug-13 31-Jul-14 12 -ABOUT LAST NIGHT (1986) 1986 Feature 1 113 36+ Library Films Tier B 14,000 01-May-13 30-Nov-14 19 -ADVENTURES OF SHARKBOY AND LAVAGIRL, THE 2005 Feature 1 93 36+ Library Films Tier B 14,000 01-May-13 31-Mar-14 11 -

AGAINST THE CURRENT 2010 DTV/FT US MIN 1 99 <12 Early Window Films Non-Prem DTV/MOW 15,000 01-May-13 30-Apr-14 12 -ALL THE KING'S MEN (2006) 2006 Feature 1 128 36+ Library Films Tier B 14,000 31-Mar-13 30-Mar-14 12 -ALL THE PRETTY HORSES 2000 Feature 1 117 36+ Library Films Tier B 14,000 01-Jun-13 31-May-14 12 -ALMOST FAMOUS 2000 Feature 1 123 36+ Library Films Tier B 14,000 01-May-13 31-May-14 13 YesANDERSON TAPES, THE 1971 Feature 1 98 36+ Library Films Tier C 8,000 31-Mar-13 30-Mar-14 12 -ANNIE: A ROYAL ADVENTURE 1995 M.O.W. 1 92 36+ Library Films Tier C 8,000 01-Jul-13 30-Jun-14 12 -ATTACK FORCE 2006 DTV/Feature 1 94 36+ Library Films Tier A 22,000 01-Jun-13 31-May-14 12 -AVALON 1990 Feature 1 126 36+ Library Films Tier C 8,000 01-Jun-13 31-Dec-14 19 -BACK UP PLAN, THE 2010 Feature 1 104 <12 Early Window Films $25M-$49M 100,000 01-Aug-13 31-Jul-14 12 -BELL, BOOK AND CANDLE (1958) 1958 Feature 1 106 36+ Library Films Tier C 8,000 01-Jul-13 30-Jun-14 12 -BINGO 1991 Feature 1 87 36+ Library Films Tier B 14,000 01-Jul-13 30-Jun-14 12 -BLUE STREAK 1999 Feature 1 94 36+ Library Films Tier A 22,000 01-Jun-13 31-May-14 12 -BOA VS. PYTHON 2004 M.O.W. 1 92 36+ Library Films Tier B 14,000 01-Jul-13 30-Jun-14 12 -BONE COLLECTOR, THE 1999 Feature 1 118 36+ Library Films Tier A 22,000 01-May-13 30-Apr-14 12 YesBOOK OF ELI, THE 2010 Feature 1 118 <12 Early Window Films $50M-$99M 140,000 07-Jun-13 06-Jun-14 12 YesBORN YESTERDAY (1950) 1950 Feature 1 103 36+ Library Films Tier C 8,000 01-Aug-13 31-Jul-14 12 -BOUNTY HUNTER, THE (2010) 2010 Feature 1 111 <12 Early Window Films $50M-$99M 140,000 01-Jun-13 31-May-14 12 -BRAM STOKER'S DRACULA 1992 Feature 1 127 36+ Library Films Tier A 22,000 01-Aug-13 31-Jul-14 12 -BRIDGE ON THE RIVER KWAI, THE (ORIGINAL VERSION) 1957 Feature 1 161 36+ Library Films Tier A 22,000 01-Aug-13 31-Jul-14 12 -

BROKEN HEARTS CLUB: A ROMANTIC COMEDY, THE 2000 Feature 1 94 36+ Library Films Tier C 8,000 01-Aug-13 31-Jul-14 12 -

BUDDY 1997 Feature 1 84 36+ Library Films Tier B 14,000 01-Jul-13 30-Jun-14 12 -CALENDAR GIRL 1993 Feature 1 92 36+ Library Films Tier C 8,000 01-May-13 30-Apr-14 12 -CARE BEARS MOVIE II: A NEW GENERATION 1986 Feature 1 77 36+ Library Films Tier B 14,000 01-Jul-13 30-Jun-14 12 -CARLOTA JOAQUINA, PRINCESA DO BRASIL 1995 Feature 1 100 36+ Library Films Tier A 22,000 01-Jul-13 30-Jun-14 12 -CAT BALLOU (1965) 1965 Feature 1 96 36+ Library Films Tier C 8,000 01-Jul-13 30-Jun-14 12 -CATCH AND RELEASE 2007 Feature 1 112 25-36 Early Window Films $10M-$25M 36,750 31-Mar-13 30-Mar-14 12 -CEMETERY JUNCTION 2010 DTV/FT FGN REL 1 95 <12 Early Window Films Prem DTV/MOW 30,000 31-Mar-13 30-Mar-14 12 -CLOSE ENEMY 2010 Feature 1 98 <12 Early Window Films Foreign Films 15,000 01-Jul-13 30-Jun-14 12 -CLOSER 2004 Feature 1 104 36+ Library Films Tier A 22,000 31-Mar-13 30-Oct-13 7 -CLOUDY WITH A CHANCE OF MEATBALLS 2009 Feature 1 90 <12 Early Window Films $100M-$150M 175,000 01-May-13 30-Apr-14 12 -COOL MONEY 2005 M.O.W. 1 89 36+ Library Films Tier C 8,000 01-Jun-13 31-May-14 12 -COVENANT, THE 2006 Feature 1 97 36+ Library Films Tier B 14,000 01-Aug-13 31-Jul-14 12 -CRAZY IN ALABAMA 1999 Feature 1 113 36+ Library Films Tier C 8,000 01-May-13 30-Apr-14 12 -CREW, THE 2000 Feature 1 100 36+ Library Films Tier C 8,000 01-Jun-13 31-May-14 12 YesCROSS 2011 DTV/Feature 1 105 <12 Early Window Films Non-Prem DTV/MOW 15,000 01-Aug-13 31-Jul-14 12 -CRUEL INTENTIONS 1999 Feature 1 97 36+ Library Films Tier B 14,000 31-Mar-13 30-Mar-14 12 -CURSE OF THE GOLDEN FLOWER 2006 Feature 1 114 36+ Library Films Tier C 8,000 01-Jun-13 31-May-14 12 -DADDY DAY CARE 2003 Feature 1 92 36+ Library Films Tier A 22,000 01-Jun-13 31-May-14 12 -DANCE WITH ME 1998 Feature 1 126 36+ Library Films Tier B 14,000 01-Aug-13 31-Jul-14 12 -DEAL, THE (2006) 2006 DTV/Feature 1 108 36+ Library Films Tier C 8,000 01-Jul-13 30-Jun-14 12 -DEAR JOHN 2010 Feature 1 108 <12 Early Window Films $50M-$99M 140,000 01-Aug-13 31-Jul-14 12 Yes

G-1document.docx

Title Rel Year Product Type # of

UnitsRun Time

Months from Pay Program Category Pricing Category License

Fee Start Date End Date Lic Period(months)

Territories excluded?

DEATH AT A FUNERAL (2010) 2010 Feature 1 92 <12 Early Window Films $25M-$49M 100,000 01-Aug-13 31-Jul-14 12 -DECOYS 2: ALIEN SEDUCTION 2007 DTV/Feature 1 94 36+ Library Films Tier C 8,000 01-Aug-13 31-Jul-14 12 -DEEP END OF THE OCEAN, THE 1999 Feature 1 109 36+ Library Films Tier B 14,000 01-Jul-13 30-Jun-14 12 -DEFENDOR 2010 DTV/FT US MIN 1 101 <12 Early Window Films Non-Prem DTV/MOW 15,000 31-Mar-13 30-Mar-14 12 -DIRTY (2006) 2006 Feature 1 93 36+ Library Films Tier C 8,000 01-Jun-13 30-Jun-14 13 -DISTRICT 9 2009 Feature 1 112 <12 Early Window Films $100M-$150M 175,000 01-May-13 30-Apr-14 12 -DOUBLE TEAM 1997 Feature 1 93 36+ Library Films Tier B 14,000 01-Jul-13 30-Jun-14 12 -DR. STRANGELOVE OR: HOW I LEARNED TO STOP WORRYING AND LOVE THE BOMB 1964 Feature 1 93 36+ Library Films Tier B 14,000 31-Mar-13 30-Aug-13 5 -

EDUCATION, AN 2009 Feature 1 100 <12 Early Window Films $10M-$25M 75,000 09-May-13 08-May-14 12 -EXORCISM OF EMILY ROSE, THE 2005 Feature 1 119 36+ Library Films Tier A 22,000 01-May-13 30-Apr-14 12 -EXTRAORDINARY MEASURES 2010 Feature 1 106 <12 Early Window Films $10M-$25M 75,000 01-Jul-13 30-Jun-14 12 -FIVE EASY PIECES 1970 Feature 1 96 36+ Library Films Tier C 8,000 31-Mar-13 30-Mar-14 12 -FOG OF WAR, THE 2003 Feature 1 107 36+ Library Films Tier C 8,000 01-Aug-13 31-Jul-14 12 -FOR DA LOVE OF MONEY 2002 Feature 1 93 36+ Library Films Tier C 8,000 01-Jul-13 30-Jun-14 12 -FORGOTTEN, THE (2004) 2004 Feature 1 91 36+ Library Films Tier A 22,000 31-Mar-13 29-Sep-13 6 -FREEDOMLAND 2006 Feature 1 113 36+ Library Films Tier C 8,000 01-Jul-13 30-Jun-14 12 -FRESHMAN, THE (1990) 1990 Feature 1 102 36+ Library Films Tier C 8,000 31-Mar-13 30-Mar-14 12 -FUN WITH DICK AND JANE (2005) 2005 Feature 1 90 36+ Library Films Tier A 22,000 01-May-13 30-Apr-14 12 -FUNNY GIRL 1968 Feature 1 155 36+ Library Films Tier A 22,000 31-Mar-13 30-Jul-14 16 -GANGS OF NEW YORK 2002 Feature 1 166 36+ Library Films Tier A 22,000 01-Dec-13 31-Dec-14 13 -GARDENS OF STONE 1987 Feature 1 112 36+ Library Films Tier C 8,000 01-Jul-13 30-Jun-14 12 -GERONIMO: AN AMERICAN LEGEND 1993 Feature 1 115 36+ Library Films Tier C 8,000 01-Jul-13 30-Jun-14 12 -GHOSTBUSTERS 1984 Feature 1 105 36+ Library Films Tier A 22,000 01-May-13 31-Jan-14 9 -GHOSTBUSTERS II 1989 Feature 1 108 36+ Library Films Tier A 22,000 01-May-13 31-Mar-14 11 -GIGLI 2003 Feature 1 121 36+ Library Films Tier B 14,000 01-Jun-13 31-May-14 12 -GLASS HOUSE, THE (2001) 2001 Feature 1 106 36+ Library Films Tier B 14,000 01-Aug-13 31-Jul-14 12 -GLASS HOUSE: THE GOOD MOTHER 2006 DTV/Feature 1 90 36+ Library Films Tier B 14,000 01-Aug-13 31-Jul-14 12 -GLITTER 2001 Feature 1 105 36+ Library Films Tier B 14,000 15-Mar-13 14-Mar-14 12 -GRATEFUL DAWG 2001 Feature 1 81 36+ Library Films Tier B 14,000 01-Jul-13 30-Jun-14 12 -GUESS WHO'S COMING TO DINNER (1967) 1967 Feature 1 108 36+ Library Films Tier A 22,000 01-Nov-13 31-Oct-14 12 -GUNS OF NAVARONE, THE 1961 Feature 1 155 36+ Library Films Tier C 8,000 01-Aug-13 31-Jul-14 12 -HIT LIST, THE (2011) 2011 DTV/Feature 1 90 <12 Early Window Films Non-Prem DTV/MOW 15,000 01-May-13 30-Apr-14 12 -HOSTEL (2006) 2006 Feature 1 93 36+ Library Films Tier A 22,000 31-Mar-13 30-Mar-14 12 -HUNT FOR EAGLE ONE 2006 DTV/Feature 1 89 36+ Library Films Tier B 14,000 01-Aug-13 31-Jul-14 12 -HUNT FOR EAGLE ONE: CRASH POINT 2006 DTV/Feature 1 86 36+ Library Films Tier B 14,000 01-Aug-13 31-Jul-14 12 -ICE CASTLES (2010) 2010 DTV/Feature 1 95 <12 Early Window Films Non-Prem DTV/MOW 15,000 31-Mar-13 30-Mar-14 12 -INSIDE JOB (2010) 2010 Feature 1 108 <12 Early Window Films <$10M 35,000 01-Jun-13 31-May-14 12 -INTERNATIONAL, THE (2009) 2009 Feature 1 118 <12 Early Window Films $25M-$49M 100,000 01-May-13 30-Apr-14 12 -IT HAPPENED TO JANE 1959 Feature 1 100 36+ Library Films Tier C 8,000 01-May-13 30-Apr-14 12 -JESSE STONE: NO REMORSE 2010 M.O.W. 1 87 <12 Early Window Films Non-Prem DTV/MOW 15,000 01-May-13 30-Apr-14 12 -JOHN CARPENTER PRESENTS VAMPIRES: LOS MUERTOS 2002 M.O.W. 1 93 36+ Library Films Tier B 14,000 01-Aug-13 31-Jul-14 12 -

JOHN CARPENTER'S VAMPIRES 1998 Feature 1 108 36+ Library Films Tier B 14,000 31-Mar-13 30-Mar-14 12 YesJULIE & JULIA 2009 Feature 1 123 <12 Early Window Films $50M-$99M 140,000 01-May-13 30-Apr-14 12 -JUMANJI (1995) 1995 Feature 1 104 36+ Library Films Tier A 22,000 01-Aug-13 31-Aug-14 13 -KERMIT'S SWAMP YEARS 2002 M.O.W. 1 82 36+ Library Films Tier B 14,000 01-Jun-13 31-May-14 12 -KING LEAR 1971 Feature 1 137 36+ Library Films Tier C 8,000 01-May-13 30-Apr-14 12 -LAST ACTION HERO 1993 Feature 1 131 36+ Library Films Tier A 22,000 01-May-13 31-Aug-14 16 -LAST SUPPER, THE 1996 Feature 1 91 36+ Library Films Tier C 8,000 31-Mar-13 30-Mar-14 12 -LAWRENCE OF ARABIA (RESTORED VERSION) 1962 Feature 1 218 36+ Library Films Tier A 22,000 01-Oct-13 30-Sep-14 12 -

LONDON 2006 Feature 1 94 36+ Library Films Tier C 8,000 01-Jul-13 30-Jun-14 12 -LOOK WHO'S TALKING 1989 Feature 1 96 36+ Library Films Tier A 22,000 31-Mar-13 29-Nov-13 8 -LOOK WHO'S TALKING NOW 1993 Feature 1 95 36+ Library Films Tier B 14,000 31-Mar-13 30-Mar-14 12 -LOOK WHO'S TALKING TOO 1990 Feature 1 81 36+ Library Films Tier B 14,000 31-Mar-13 30-Mar-14 12 -LOST IN YONKERS 1993 Feature 1 114 36+ Library Films Tier C 8,000 01-Jun-13 31-May-14 12 -

G-2

Title Rel Year Product Type # of

UnitsRun Time

Months from Pay Program Category Pricing Category License

Fee Start Date End Date Lic Period(months)

Territories excluded?

MADE OF HONOR 2008 Feature 1 101 13-24 Early Window Films $25M-$49M 70,000 31-Mar-13 30-Mar-14 12 -MAID IN MANHATTAN 2002 Feature 1 105 36+ Library Films Tier A 22,000 31-Mar-13 27-Feb-14 11 -MAN WHO WOULD BE KING, THE 1975 Feature 1 129 36+ Library Films Tier C 8,000 01-Dec-13 30-Nov-14 12 -MARTIN AND LEWIS 2002 M.O.W. 1 120 36+ Library Films Tier C 8,000 01-Jul-13 30-Jun-14 12 -MARY REILLY 1996 Feature 1 108 36+ Library Films Tier B 14,000 01-Aug-13 31-Jul-14 12 -MARY SHELLEY'S FRANKENSTEIN 1994 Feature 1 123 36+ Library Films Tier B 14,000 01-Aug-13 31-Jul-14 12 -MEDALLION, THE 2003 Feature 1 89 36+ Library Films Tier B 14,000 01-Jul-13 30-Jun-14 12 YesMICHAEL JACKSON'S THIS IS IT 2009 Feature 1 111 <12 Early Window Films $50M-$99M 140,000 01-Jun-13 31-May-14 12 -MIDWIVES 2001 M.O.W. 1 120 36+ Library Films Tier C 8,000 01-Jul-13 30-Jun-14 12 -MINDHUNTERS 2005 Feature 1 106 36+ Library Films Tier C 8,000 31-Mar-13 27-Feb-14 11 YesMIRROR HAS TWO FACES, THE 1996 Feature 1 127 36+ Library Films Tier B 14,000 01-Dec-13 30-Nov-14 12 -MIXED NUTS 1994 Feature 1 97 36+ Library Films Tier C 8,000 01-Jun-13 31-May-14 12 -MONA LISA SMILE 2003 Feature 1 119 36+ Library Films Tier A 22,000 01-May-13 31-Oct-14 18 -MR. DEEDS 2002 Feature 1 97 36+ Library Films Tier A 22,000 01-Jun-13 31-May-14 12 -NATIONAL SECURITY 2003 Feature 1 88 36+ Library Films Tier A 22,000 01-Jun-13 31-May-14 12 -NET 2.0, THE 2006 DTV/Feature 1 95 36+ Library Films Tier B 14,000 01-Jul-13 30-Jun-14 12 -NIGHT OF THE LIVING DEAD (1990) 1990 Feature 1 86 36+ Library Films Tier B 14,000 15-Mar-13 14-Mar-14 12 -NINE (2009) 2009 Feature 1 119 <12 Early Window Films $10M-$25M 75,000 01-Jun-13 31-May-14 12 -O MENINO DA PORTEIRA 2009 Feature 1 95 13-24 Early Window Films Prem Local Films 70,000 01-May-13 30-Apr-14 12 -ONLY YOU (1994) 1994 Feature 1 108 36+ Library Films Tier B 14,000 01-May-13 30-Apr-14 12 -OPERATION: ENDGAME 2010 DTV/FT US MIN 1 82 <12 Early Window Films Prem DTV/MOW 30,000 31-Mar-13 30-Mar-14 12 -PETER PAN (2003) 2003 Feature 1 113 36+ Library Films Tier A 22,000 01-Jun-13 31-May-14 12 YesPINEAPPLE EXPRESS 2008 Feature 1 112 13-24 Early Window Films $50M-$99M 98,000 01-Jun-13 31-May-14 12 -PODECRER 2007 Feature 1 96 13-24 Early Window Films Non-Prem Local Films 24,500 31-Mar-13 30-Mar-14 12 -PROPHET, A (UN PROPHÈTE) 2010 Feature 1 149 <12 Early Window Films Foreign Films 15,000 01-Aug-13 31-Jul-14 12 -PUNCH-DRUNK LOVE 2002 Feature 1 95 36+ Library Films Tier B 14,000 01-Aug-13 31-Jul-14 12 -QUARANTINE 2: TERMINAL 2011 DTV/FT US MIN 1 86 <12 Early Window Films Non-Prem DTV/MOW 15,000 01-Sep-13 31-Aug-14 12 -QUINCEANERA 2006 Feature 1 90 36+ Library Films Tier C 8,000 31-Mar-13 30-Mar-14 12 -RACHEL GETTING MARRIED 2008 Feature 1 113 <12 Early Window Films $10M-$25M 75,000 31-Mar-13 30-Mar-14 12 -RADIO FLYER 1992 Feature 1 114 36+ Library Films Tier C 8,000 01-Jun-13 31-May-14 12 -REIGN OVER ME 2007 Feature 1 124 25-36 Early Window Films $10M-$25M 36,750 31-Mar-13 30-Mar-14 12 -RESIDENT EVIL 2002 Feature 1 100 36+ Library Films Tier A 22,000 31-Mar-13 30-Aug-14 17 -ROBIN AND MARIAN 1976 Feature 1 107 36+ Library Films Tier C 8,000 01-Jul-13 30-Jun-14 12 -RUDY 1993 Feature 1 114 36+ Library Films Tier B 14,000 01-Jul-13 30-Jun-14 12 -RUN LOLA RUN 1999 Feature 1 81 36+ Library Films Tier A 22,000 01-Aug-13 31-Jul-14 12 -S.W.A.T.: FIREFIGHT 2011 DTV/Feature 1 89 <12 Early Window Films Prem DTV/MOW 30,000 31-Mar-13 30-Mar-14 12 -SEVEN POUNDS 2008 Feature 1 123 <12 Early Window Films $50M-$99M 140,000 31-Mar-13 30-Mar-14 12 -SEX, LIES AND VIDEOTAPE 1989 Feature 1 100 36+ Library Films Tier C 8,000 31-Mar-13 30-Aug-13 5 -SHADOW MAN 2006 DTV/Feature 1 95 36+ Library Films Tier C 8,000 31-Mar-13 30-Mar-14 12 -SINGLE WHITE FEMALE 1992 Feature 1 108 36+ Library Films Tier B 14,000 01-Jul-13 30-Jun-14 12 -SKY CRAWLERS, THE 2009 DTV/FT FGN REL 1 122 13-24 Early Window Films Prem DTV/MOW 21,000 15-Jul-13 14-Jul-14 12 YesSNIPER: RELOADED 2011 DTV/Feature 1 91 <12 Early Window Films Non-Prem DTV/MOW 15,000 31-Mar-13 30-Mar-14 12 -SOCCER DOG 1999 M.O.W. 1 98 36+ Library Films Tier B 14,000 01-Jun-13 31-May-14 12 YesSOCCER DOG: EUROPEAN CUP 2004 DTV/Feature 1 86 36+ Library Films Tier B 14,000 01-Jun-13 31-May-14 12 -SPANGLISH 2004 Feature 1 131 36+ Library Films Tier A 22,000 31-Mar-13 30-Dec-13 9 -SPIRIT, THE 2008 Feature 1 102 <12 Early Window Films $10M-$25M 75,000 31-Mar-13 30-Mar-14 12 -STAN LEE'S MUTANTS, MONSTERS AND MARVELS 2002 DTV/Feature 1 95 36+ Library Films Tier C 8,000 01-May-13 30-Apr-14 12 -

STEALTH 2005 Feature 1 121 36+ Library Films Tier A 22,000 01-Jun-13 31-May-14 12 -STEEL MAGNOLIAS (1989) 1989 Feature 1 118 36+ Library Films Tier A 22,000 31-Mar-13 29-Nov-13 8 -STILL CRAZY 1999 Feature 1 96 36+ Library Films Tier C 8,000 31-Mar-13 30-Mar-14 12 -STRANGER THAN FICTION (2006) 2006 Feature 1 113 36+ Library Films Tier A 22,000 01-Aug-13 31-Oct-14 15 -SUNSET 1988 Feature 1 107 36+ Library Films Tier C 8,000 01-Jun-13 31-May-14 12 -SUPERBAD 2007 Feature 1 113 25-36 Early Window Films $100M-$150M 85,750 01-Jun-13 31-May-14 12 -SWAN PRINCESS, THE 1994 Feature 1 90 36+ Library Films Tier B 14,000 01-Jun-13 31-May-14 12 -SWEETEST THING, THE 2002 Feature 1 84 36+ Library Films Tier B 14,000 01-May-13 30-Apr-14 12 -TAKING OF PELHAM 1 2 3, THE (2009) 2009 Feature 1 106 <12 Early Window Films $50M-$99M 140,000 31-Mar-13 30-Mar-14 12 -

G-3

Title Rel Year Product Type # of

UnitsRun Time

Months from Pay Program Category Pricing Category License

Fee Start Date End Date Lic Period(months)

Territories excluded?

THIRTEENTH FLOOR, THE 1999 Feature 1 100 36+ Library Films Tier B 14,000 01-May-13 30-Apr-14 12 -TO GILLIAN ON HER 37TH BIRTHDAY 1996 Feature 1 93 36+ Library Films Tier C 8,000 31-Mar-13 30-Mar-14 12 -TO SIR, WITH LOVE (1967) 1967 Feature 1 105 36+ Library Films Tier C 8,000 01-Aug-13 31-Jul-14 12 -TOOTSIE 1982 Feature 1 116 36+ Library Films Tier A 22,000 31-Mar-13 29-Jun-14 15 -TRAPPED (2002) 2002 Feature 1 106 36+ Library Films Tier B 14,000 01-Jul-13 30-Jun-14 12 -UGLY TRUTH, THE 2009 Feature 1 96 <12 Early Window Films $50M-$99M 140,000 31-Mar-13 30-Mar-14 12 -URBAN LEGENDS: THE FINAL CUT 2000 Feature 1 98 36+ Library Films Tier B 14,000 01-Jul-13 30-Jun-14 12 YesU-TURN 1997 Feature 1 125 36+ Library Films Tier B 14,000 31-Mar-13 30-Mar-14 12 YesWHEN A STRANGER CALLS (2006) 2006 Feature 1 87 36+ Library Films Tier A 22,000 31-Mar-13 30-Mar-14 12 -WINSLOW BOY, THE (1999) 1999 Feature 1 110 36+ Library Films Tier C 8,000 31-Mar-13 30-Mar-14 12 -YEAR ONE 2009 Feature 1 97 <12 Early Window Films $25M-$49M 100,000 01-May-13 30-Apr-14 12 -ZATHURA: A SPACE ADVENTURE 2005 Feature 1 101 36+ Library Films Tier A 22,000 01-Dec-13 30-Nov-14 12 -ASTRO BOY (2004 U.S. VERSION): SEASON 01 2004 TV Series 25 30 N/A Library Series Tier B 75,000 01-Jun-13 31-May-14 12 -

ASTRO BOY (2004 U.S. VERSION): SEASON 02 2004 TV Series 25 30 N/A Library Series Tier B 75,000 01-Jun-13 31-May-14 12 -

BEAST, THE (2009): SEASON 01 2009 TV Series 13 60 N/A Library Series Tier A 58,500 31-Mar-13 30-Mar-14 12 -BEWITCHED (ARGENTINA): SEASON 01 2007 TV Series 26 30 N/A Local Series Series 78,000 01-Jun-13 31-May-14 12 -BEWITCHED (ARGENTINA): SEASON 02 2007 TV Series 26 30 N/A Local Series Series 78,000 01-Jun-13 31-May-14 12 -CHARLIE'S ANGELS (1976): SEASON 01 1976 TV Series 23 60 N/A Library Series Tier B 69,000 01-Jul-13 30-Jun-14 12 -CHARLIE'S ANGELS (1976): SEASON 02 1976 TV Series 26 60 N/A Library Series Tier B 78,000 01-Jul-13 30-Jun-14 12 -CHARLIE'S ANGELS (1976): SEASON 03 1976 TV Series 24 60 N/A Library Series Tier B 72,000 01-Jul-13 30-Jun-14 12 -CHARLIE'S ANGELS (1976): SEASON 04 1976 TV Series 26 60 N/A Library Series Tier B 78,000 01-Jul-13 30-Jun-14 12 -CHARLIE'S ANGELS (1976): SEASON 05 1976 TV Series 17 60 N/A Library Series Tier B 51,000 01-Jul-13 30-Jun-14 12 -CHARLIE'S ANGELS (2011): SEASON 01 2011 TV Series 8 60 N/A Non-Returning Series One Hour 48,000 01-Aug-13 31-Jul-14 12 -COMMUNITY: SEASON 01 2009 TV Series 25 30 N/A Current Series Half Hour 150,000 01-May-13 30-Apr-14 12 -COMMUNITY: SEASON 02 2009 TV Series 24 30 N/A Current Series Half Hour 144,000 01-May-13 30-Apr-14 12 -COMMUNITY: SEASON 03 2009 TV Series 22 30 N/A Current Series Half Hour 132,000 01-May-13 30-Apr-14 12 -CREATURE COMFORTS (2007): SEASON 01 2007 TV Series 7 30 N/A Library Series Tier C 10,500 01-Aug-13 31-Jul-14 12 -DAMAGES (2007): SEASON 01 2007 TV Series 13 60 N/A Current Series One Hour 156,000 01-Sep-13 31-Aug-14 12 -DAMAGES (2007): SEASON 02 2007 TV Series 13 60 N/A Current Series One Hour 156,000 01-Sep-13 31-Aug-14 12 -DAMAGES (2007): SEASON 03 2007 TV Series 13 60 N/A Current Series One Hour 156,000 01-Sep-13 31-Aug-14 12 -DAMAGES (2007): SEASON 04 2007 TV Series 10 60 N/A Current Series One Hour 120,000 01-Sep-13 31-Aug-14 12 -DAMAGES (2007): SEASON 05 2007 TV Series 10 60 N/A Current Series One Hour 120,000 01-Sep-13 31-Aug-14 12 -DILBERT: SEASON 01 1999 TV Series 13 30 N/A Library Series Tier C 19,500 01-Aug-13 31-Jul-14 12 -DILBERT: SEASON 02 1999 TV Series 17 30 N/A Library Series Tier C 25,500 01-Aug-13 31-Jul-14 12 -HAWTHORNE: SEASON 01 2009 TV Series 10 60 N/A Non-Returning Series One Hour 60,000 01-Aug-13 31-Jul-14 12 -HAWTHORNE: SEASON 02 2009 TV Series 10 60 N/A Non-Returning Series One Hour 60,000 01-Aug-13 31-Jul-14 12 -HAWTHORNE: SEASON 03 2009 TV Series 10 60 N/A Non-Returning Series One Hour 60,000 01-Aug-13 31-Jul-14 12 -JUSTIFIED: SEASON 01 2010 TV Series 13 60 N/A Current Series One Hour 156,000 01-Jun-13 31-May-14 12 -JUSTIFIED: SEASON 02 2010 TV Series 13 60 N/A Current Series One Hour 156,000 01-Jun-13 31-May-14 12 -JUSTIFIED: SEASON 03 2010 TV Series 13 60 N/A Current Series One Hour 156,000 01-Jun-13 31-May-14 12 -KIDNAPPED (2006): SEASON 01 2006 TV Series 13 60 N/A Library Series Tier A 58,500 31-Mar-13 30-Mar-14 12 -LOCO POR TI: SEASON 01 2004 TV Series 26 30 N/A Local Series Series 78,000 01-Jul-13 30-Jun-14 12 -LOS CABALLEROS LAS PREFIEREN BRUTAS: SEASON 01 2008 TV Series 22 60 N/A Local Series Series 132,000 01-Aug-13 31-Jul-14 12 -

LOS CABALLEROS LAS PREFIEREN BRUTAS: SEASON 02 2008 TV Series 40 60 N/A Local Series Series 240,000 01-Aug-13 31-Jul-14 12 -

MARVEL ANIME: IRONMAN: SEASON 01 2011 TV Series 12 30 N/A Current Series Animated 30,000 01-May-13 30-Apr-14 12 -MARVEL ANIME: X-MEN: SEASON 01 2011 TV Series 12 30 N/A Current Series Animated 30,000 01-May-13 30-Apr-14 12 -MR. SUNSHINE: SEASON 01 2011 TV Series 13 30 N/A Non-Returning Series Half Hour 39,000 01-Jun-13 31-May-14 12 -RESCUE ME (2004): SEASON 01 2004 TV Series 13 60 N/A Non-Returning Series One Hour 78,000 01-Jun-13 31-May-14 12 -RESCUE ME (2004): SEASON 02 2004 TV Series 13 60 N/A Non-Returning Series One Hour 78,000 01-Jun-13 31-May-14 12 -RESCUE ME (2004): SEASON 03 2004 TV Series 13 60 N/A Non-Returning Series One Hour 78,000 01-Jun-13 31-May-14 12 -RESCUE ME (2004): SEASON 04 2004 TV Series 13 60 N/A Non-Returning Series One Hour 78,000 01-Jun-13 31-May-14 12 -RESCUE ME (2004): SEASON 05 2004 TV Series 22 60 N/A Non-Returning Series One Hour 132,000 01-Jun-13 31-May-14 12 -RESCUE ME (2004): SEASON 06 2004 TV Series 10 60 N/A Non-Returning Series One Hour 60,000 01-Jun-13 31-May-14 12 -

G-4

Title Rel Year Product Type # of

UnitsRun Time

Months from Pay Program Category Pricing Category License

Fee Start Date End Date Lic Period(months)

Territories excluded?

RESCUE ME (2004): SEASON 07 2004 TV Series 9 60 N/A Non-Returning Series One Hour 54,000 01-Jun-13 31-May-14 12 -SHIELD, THE: SEASON 01 2002 TV Series 13 60 N/A Library Series Tier A 58,500 31-Mar-13 30-Mar-14 12 -SHIELD, THE: SEASON 02 2002 TV Series 13 60 N/A Library Series Tier A 58,500 31-Mar-13 30-Mar-14 12 -SHIELD, THE: SEASON 03 2002 TV Series 15 60 N/A Library Series Tier A 67,500 31-Mar-13 30-Mar-14 12 -SHIELD, THE: SEASON 04 2002 TV Series 13 60 N/A Library Series Tier A 58,500 31-Mar-13 30-Mar-14 12 -SHIELD, THE: SEASON 05 2002 TV Series 12 60 N/A Library Series Tier A 54,000 31-Mar-13 30-Mar-14 12 -SHIELD, THE: SEASON 06 2002 TV Series 10 60 N/A Library Series Tier A 45,000 31-Mar-13 30-Mar-14 12 -SHIELD, THE: SEASON 07 2002 TV Series 14 60 N/A Library Series Tier A 63,000 31-Mar-13 30-Mar-14 12 -VIPER'S CREED: SEASON 01 2009 TV Series 12 30 N/A Library Series Tier B 36,000 01-Aug-13 31-Jul-14 12 -BREAKING BAD: SEASON 01 2008 TV Series 7 60 N/A Current Series One Hour 84,000 31-Mar-13 30-Mar-14 12 -BREAKING BAD: SEASON 02 2008 TV Series 13 60 N/A Current Series One Hour 156,000 31-Mar-13 30-Mar-14 12 -BREAKING BAD: SEASON 03 2008 TV Series 13 60 N/A Current Series One Hour 156,000 31-Mar-13 30-Mar-14 12 -BREAKING BAD: SEASON 04 2008 TV Series 13 60 N/A Current Series One Hour 156,000 31-Mar-13 30-Mar-14 12 -SI ME MIRAN TUS OJOS: SEASON 01 2009 TV Series 120 60 N/A Local Series Novela 240,000 01-Sep-13 31-Aug-14 12 -TBD 10 Local Series TBDTBD 369 Library Series TBD

Geo-filtered: List of Excluded territoriesTitle Territory

30 DAYS OF NIGHT Aruba

30 DAYS OF NIGHT Curacao

30 DAYS OF NIGHT Netherlands Antilles

ALMOST FAMOUS British Virgin Islands

ALMOST FAMOUS St. Kitts-Nevis

BONE COLLECTOR, THE British Virgin Islands

BONE COLLECTOR, THE Netherlands Antilles

BONE COLLECTOR, THE St. Kitts-Nevis

BONE COLLECTOR, THE St. Martin

BOOK OF ELI, THE Turks & Caicos

CREW, THE British Virgin Islands

CREW, THE Netherlands Antilles

CREW, THE St. Martin

DEAR JOHN Aruba

DEAR JOHN Curacao

JOHN CARPENTER'S VAMPIRES Trinidad & Tobago

MEDALLION, THE French Guiana

MEDALLION, THE Haiti

G-5

Title TerritoryMINDHUNTERS Surinam

PETER PAN (2003) British Virgin Islands

PETER PAN (2003) Netherlands Antilles

PETER PAN (2003) St. Kitts-Nevis

PETER PAN (2003) St. Martin

SKY CRAWLERS, THE French Guiana

SKY CRAWLERS, THE Guadeloupe

SKY CRAWLERS, THE St. Martin

SOCCER DOG French Guiana

SOCCER DOG Guadeloupe

SOCCER DOG Martinique

SOCCER DOG St. Martin

URBAN LEGENDS: THE FINAL CUT French Guiana

URBAN LEGENDS: THE FINAL CUT Guadeloupe

URBAN LEGENDS: THE FINAL CUT Martinique

URBAN LEGENDS: THE FINAL CUT St. Martin

U-TURN French Guiana

U-TURN Guadeloupe

U-TURN Martinique

U-TURN St. Martin

G-6

SCHEDULE G - 2

Avail Year 1 – VOD Library Avail List

Primary Title Rel Year Product TypeOriginal

LanguageTerritories Excluded?

13 GHOSTS (2001) 2001 Feature English

28 DAYS 2000 Feature English

ADVENTURES OF ELMO IN GROUCHLAND, THE 1999 Feature English

AMERICA'S SWEETHEARTS 2001 Feature English

ANACONDA 1997 Feature English

ANACONDA 3: OFFSPRING 2008 M.O.W. English

ARE WE THERE YET? 2005 Feature English

AS GOOD AS IT GETS 1997 Feature English

ATTACK FORCE 2006 DTV/Feature English

AWAKENINGS 1990 Feature English

BAD BOYS (1995) 1995 Feature English

BEVERLY HILLS NINJA 1997 Feature English

BICENTENNIAL MAN 1999 Feature English

BIG FISH 2003 Feature English

BLACK HAWK DOWN 2001 Feature English

BLUE THUNDER (1983) 1983 Feature English

BONE COLLECTOR, THE 1999 Feature English Yes

BRAM STOKER'S DRACULA 1992 Feature English

BUGSY 1991 Feature English

CHARM SCHOOL 2008 DTV/FT FGN REL Spanish

CLOSE ENCOUNTERS OF THE THIRD KIND (DIRECTOR'S CUT) 1998 Feature English

CONSPIRACY 2008 DTV/FT US MIN English

DADDY DAY CARE 2003 Feature English

DESPERADO (1995) 1995 Feature English

EIGHT MILLIMETER 1999 Feature English

ENOUGH 2002 Feature English

FELON 2008 DTV/FT US MIN English

FEW GOOD MEN, A 1992 Feature English

FIFA 2006 WORLD CUP FILM, THE: THE GRAND FINALE 2007 DTV/Feature English

FISHER KING, THE 1991 Feature English

FOOLS RUSH IN (1997) 1997 Feature English

FOREIGNER, THE 2003 DTV/Feature English

FORGOTTEN, THE (2004) 2004 Feature English

GANDHI 1982 Feature English

GANGS OF NEW YORK 2002 Feature English

GHOSTBUSTERS 1984 Feature English

GOTHIKA 2003 Feature English

GROUNDHOG DAY 1993 Feature English

GUARDING TESS 1994 Feature English

G-7document.docx

Primary Title Rel Year Product TypeOriginal

LanguageTerritories Excluded?

HITCH (2005) 2005 Feature English

HOSTEL (2006) 2006 Feature English

IN THE LINE OF FIRE 1993 Feature English

JUMANJI (1995) 1995 Feature English

KERMIT'S SWAMP YEARS 2002 M.O.W. English

KNIGHT'S TALE, A 2001 Feature English

LA BAMBA 1987 Feature English

LEGENDS OF THE FALL 1994 Feature English

LITTLE WOMEN (1994) 1994 Feature English

MADEA'S FAMILY REUNION 2006 Feature English Yes

MAID IN MANHATTAN 2002 Feature English

MARKSMAN, THE 2005 DTV/Feature English

MASK OF ZORRO, THE 1998 Feature English

MASTER OF DISGUISE, THE 2002 Feature English

MEN IN BLACK (1997) 1997 Feature English

MICHAEL JACKSON'S THIS IS IT 2009 Feature English

MO' MONEY 1992 Feature English

MONA LISA SMILE 2003 Feature English

MONEY TRAIN 1995 Feature English

MORE THAN JUST A GAME 2007 DTV/FT FGN REL English

MY GIRL 1991 Feature English

NET, THE (1995) 1995 Feature English

NUTTIEST NUTCRACKER 1999 M.O.W. English

O MENINO DA PORTEIRA 2009 Feature Portuguese

ON THE WATERFRONT 1954 Feature English

OPEN SEASON (2006) 2006 Feature English

PANIC ROOM 2002 Feature English

PATRIOT, THE (2000) 2000 Feature English

PISTOL WHIPPED 2008 DTV/Feature English

PODECRER 2007 Feature Portuguese

PRINCE OF TIDES, THE 1991 Feature English

RESIDENT EVIL 2002 Feature English

RESIDENT EVIL: DEGENERATION 2008 DTV/Feature Japanese

ROXANNE 1987 Feature English

RV 2006 Feature English

S.W.A.T. (2003) 2003 Feature English

SECRET WINDOW 2004 Feature English

SENSE AND SENSIBILITY 1995 Feature English

SERPICO 1973 Feature English

SHAMPOO 1975 Feature English

SILVERADO 1985 Feature English

SLEEPLESS IN SEATTLE 1993 Feature English

SPIDER-MAN (2002) 2002 Feature English

G-8

Primary Title Rel Year Product TypeOriginal

LanguageTerritories Excluded?

ST. ELMO'S FIRE 1985 Feature English

STAND BY ME 1986 Feature English

STEPMOM 1998 Feature English

STOMP THE YARD 2007 Feature English

STUART LITTLE 1999 Feature English

STUART LITTLE 2 2002 Feature English

STUART LITTLE 3: CALL OF THE WILD 2006 DTV/Feature English

SURF'S UP 2007 Feature English

SWAN PRINCESS, THE 1994 Feature English SWAN PRINCESS, THE: THE MYSTERY OF THE ENCHANTED TREASURE 1998 DTV/Feature English

TAINA II 2005 Feature Portuguese

TAXI DRIVER 1976 Feature English

THIS CHRISTMAS 2007 Feature English

TOOTSIE 1982 Feature English

TRUMPET OF THE SWAN, THE 2001 Feature English

VERTICAL LIMIT 2000 Feature English

WOLF 1994 Feature English

XXX 2002 Feature English

G-9

SCHEDULE G - 3

Avail Year 1 – SVOD Avail List

Films

Title Rel Year Product Type Program

Category Original Language Pricing Category/ Months Post Pay

2012 2009 Feature Early Window English <1219TH WIFE 2010 M.O.W. Early Window English Non Premium MOW (<12)3:10 TO YUMA (2007) 2007 Feature Early Window English 25-3630 DAYS OF NIGHT 2007 Feature Early Window English 13-2430 DAYS OF NIGHT: DARK DAYS 2010 DTV/Feature Early Window English Non Premium DTV (<12)ADORATION 2009 Feature Early Window English <12AGAINST THE CURRENT 2010 DTV/FT US MIN Early Window English Non Premium DTV (<12)AGAINST THE DARK 2009 Premium DTV Early Window English Premium DTV (13- 24)ANACONDA 3: OFFSPRING 2008 M.O.W. Early Window English Non Premium MOW (13-24)ANACONDAS: TRAIL OF BLOOD 2009 M.O.W. Early Window English Non Premium MOW (13-24)ARMORED 2009 Feature Early Window English <12ART OF WAR II, THE: BETRAYAL 2008 DTV/Feature Early Window English Non Premium DTV (13-24)ART OF WAR III, THE: RETRIBUTION 2009 DTV/Feature Early Window English Non Premium DTV (13-24)BACK UP PLAN, THE 2010 Feature Early Window English <12BATS: HUMAN HARVEST 2007 M.O.W. Early Window English Non Premium MOW (25-36)BLOODWORTH 2011 DTV/FT US MIN Early Window English Premium DTV (<12)BOOK OF ELI, THE 2010 Feature Early Window English <12BOONDOCK SAINTS II, THE: ALL SAINTS DAY 2009 Feature Early Window English <12BOUNTY HUNTER, THE (2010) 2010 Feature Early Window English <12BRICK LANE 2008 Feature Early Window English <12BROTHERS SOLOMON, THE 2007 Feature Early Window English 13-24BRUNO 2009 Feature Early Window English <12CADILLAC RECORDS 2008 Feature Early Window English <12CASI DIVAS 2009 DTV/FT US MIN Early Window Spanish Non Premium Span/Port Features (13-24)CATCH AND RELEASE 2007 Feature Early Window English 25-36CEMETERY JUNCTION 2010 DTV/FT FGN REL Early Window English Premium DTV (<12)CENTER STAGE: TURN IT UP 2008 M.O.W. Early Window English Non Premium MOW (13-24)CHARM SCHOOL 2008 DTV/FT FGN REL Early Window Spanish Premium Span/Port Features (13-24)CJ7 (2008) 2008 Feature Early Window Mandarin <12CLOSE ENEMY 2010 Feature Early Window Russian Foreign Feature (<12)CLOUDY WITH A CHANCE OF MEATBALLS 2009 Feature Early Window English <12CRAIGSLIST KILLER, THE 2011 M.O.W. Early Window English Non Premium MOW (<12)CRANK: HIGH VOLTAGE 2009 Feature Early Window English <12CROSS 2011 DTV/Feature Early Window English Non Premium DTV (<12)DAMNED UNITED, THE 2009 Feature Early Window English <12DEAR JOHN 2010 Feature Early Window English <12DEATH AT A FUNERAL (2010) 2010 Feature Early Window English <12DEFENDOR 2010 DTV/FT US MIN Early Window English Non Premium DTV (<12)DEVIL'S TEARDROP, THE 2010 M.O.W. Early Window English Non Premium MOW (<12)DID YOU HEAR ABOUT THE MORGANS? 2009 Feature Early Window English <12DISTRICT 9 2009 Feature Early Window English <12EASY VIRTUE (2008) 2009 Feature Early Window English <12EDUCATION, AN 2009 Feature Early Window English <12ERA UMA VEZ 2008 Feature Early Window Portuguese Premium Span/Port Features (<12)EXTRAORDINARY MEASURES 2010 Feature Early Window English <12FIRED UP! 2009 Feature Early Window English <12FIREPROOF 2008 Feature Early Window English <12FIRST LOVE (2009) 2009 Feature Early Window Russian Foreign Feature (13-24)FIRST SUNDAY 2008 Feature Early Window English 13-24FROZEN RIVER 2008 Feature Early Window English <12GABRIEL (2007) 2008 DTV/Feature Early Window English Non Premium DTV (25-36)GOOD LUCK CHUCK 2007 Feature Early Window English 13-24HIT LIST, THE (2011) 2011 DTV/Feature Early Window English Non Premium DTV (<12)HORSEMEN (2009) 2009 Feature Early Window English (13-24)HOSTEL PART II 2007 Feature Early Window English 13-24HOUSE BUNNY, THE 2008 Feature Early Window English <12ICE CASTLES (2010) 2010 DTV/Feature Early Window English Non Premium DTV (<12)IMAGINARIUM OF DOCTOR PARNASSUS, THE 2009 Feature Early Window English <12

G-10

Title Rel Year Product Type Program

Category Original Language Pricing Category/ Months Post Pay

IMPULSE (2008) 2008 DTV/Feature Early Window English Non Premium DTV (25-36)INSANITARIUM 2008 DTV/FT US MIN Early Window English Non Premium DTV (25-36)INSIDE JOB (2010) 2010 Feature Early Window English <12INTERNATIONAL, THE (2009) 2009 Feature Early Window English <12IT MIGHT GET LOUD 2009 Feature Early Window English (13-24)JESSE STONE: NO REMORSE 2010 M.O.W. Early Window English Non Premium MOW (<12)JESSE STONE: THIN ICE 2009 M.O.W. Early Window English Non Premium MOW (13-24)JULIE & JULIA 2009 Feature Early Window English <12LAKE PLACID 3 2010 M.O.W. Early Window English Non Premium MOW (<12)LAKEVIEW TERRACE 2008 Feature Early Window English <12LEGION (2010) 2010 Feature Early Window English <12LIES IN PLAIN SIGHT 2010 M.O.W. Early Window English Non Premium MOW (<12)LIVING PROOF 2008 M.O.W. Early Window English Non Premium MOW (13-24)LOST, THE (2009) 2009 DTV/Feature Early Window English Non Premium DTV (13-24)LOVE LIES BLEEDING (2008) 2008 DTV/Feature Early Window English Non Premium DTV (25-36)MADE OF HONOR 2008 Feature Early Window English <12MEERABAI NOT OUT 2008 Feature Early Window Hindi Foreign Feature (25-36)MEN WHO STARE AT GOATS, THE 2009 Feature Early Window English <12MICHAEL JACKSON'S THIS IS IT 2009 Feature Early Window English (13-24)MISSIONARY MAN 2008 DTV/FT US MIN Early Window English Non Premium DTV (25-36)MOON 2009 Feature Early Window English <12MORE THAN JUST A GAME 2007 DTV/FT FGN REL Early Window English Non Premium DTV (25-36)MY KID COULD PAINT THAT 2007 Feature Early Window English (25-36)NATALEE HOLLOWAY 2009 M.O.W. Early Window English Non Premium MOW (<12)NEVER BACK DOWN 2: THE BEATDOWN 2011 DTV/Feature Early Window English Non Premium DTV (<12)NINE (2009) 2009 Feature Early Window English <12NOT EASILY BROKEN 2009 Feature Early Window English <12O MENINO DA PORTEIRA 2009 Feature Early Window Portuguese Premium Span/Port Features (13-24)OBSESSED (2009) 2009 Feature Early Window English <12OPERATION: ENDGAME 2010 Premium DTV Early Window English Premium DTV (<12)PAUL BLART: MALL COP 2009 Feature Early Window English <12PERFECT GETAWAY, A 2009 Feature Early Window English <12PINEAPPLE EXPRESS 2008 Feature Early Window English <12PODECRER 2007 Feature Early Window Portuguese Non Premium Span/Port Features (13-24)PROM NIGHT (2008) 2008 Feature Early Window English <12PROPHET, A (UN PROPHÈTE) 2010 Feature Early Window French <12PUNISHER, THE: WAR ZONE 2008 Feature Early Window English <12QUARANTINE 2008 Feature Early Window English <12QUARANTINE 2: TERMINAL 2011 DTV/FT US MIN Early Window English Non Premium DTV (<12)RACHEL GETTING MARRIED 2008 Feature Early Window English <12REIGN OVER ME 2007 Feature Early Window English 13-24RENT: FILMED LIVE ON BROADWAY 2008 Feature Early Window English <12S.W.A.T.: FIREFIGHT 2011 DTV/Feature Early Window English Premium DTV (<12)SALIR PITANDO 2007 Feature Early Window Spanish Non Premium Span/Port Features (25-36)SALVE GERAL 2009 Feature Early Window Portuguese Non Premium Span/Port Features (<12)SEA CHANGE (2007) 2007 M.O.W. Early Window English Non Premium MOW (25-36)SEVEN POUNDS 2008 Feature Early Window English <12SEX AND LIES IN SIN CITY 2008 M.O.W. Early Window English Non Premium MOW (13-24)SKY CRAWLERS, THE 2009 DTV/FT FGN REL Early Window Japanese Premium DTV (13- 24)SMOKE SCREEN (2010) 2010 M.O.W. Early Window English Non Premium MOW (<12)SNIPER: RELOADED 2011 DTV/Feature Early Window English Non Premium DTV (<12)SOUL POWER 2009 Feature Early Window English (13-24)SPIRIT, THE 2008 Feature Early Window English <12STANDARD OPERATING PROCEDURE 2008 Feature Early Window English (25-36)STARSHIP TROOPERS 3: MARAUDER 2008 Premium DTV Early Window English Premium DTV (25-36)STEP BROTHERS 2008 Feature Early Window English <12STEPFATHER, THE (2009) 2009 Feature Early Window English <12STOMP THE YARD 2007 Feature Early Window English 25-36STOMP THE YARD: HOMECOMING 2010 DTV/Feature Early Window English Non Premium DTV (<12)SUGAR 2009 Feature Early Window English <12SUNDAYS AT TIFFANY'S 2010 M.O.W. Early Window English Non Premium MOW (<12)SUPERBAD 2007 Feature Early Window English 13-24TAKE, THE (2008) 2008 DTV/FT US MIN Early Window English Non Premium DTV (25-36)TAKING OF PELHAM 1 2 3, THE (2009) 2009 Feature Early Window English <12TEREE SANG 2009 Feature Early Window Hindi (13-24)THIS CHRISTMAS 2007 Feature Early Window English <12TICKING CLOCK 2011 DTV/Feature Early Window English Non Premium DTV (<12)UGLY TRUTH, THE 2009 Feature Early Window English <12UNANSWERED PRAYERS 2010 M.O.W. Early Window English Non Premium MOW (<12)

G-11

Title Rel Year Product Type Program

Category Original Language Pricing Category/ Months Post Pay

UNTRACEABLE (2008) 2008 Feature Early Window English 13-24WATER HORSE, THE 2007 Feature Early Window English 25-36WHEN DID YOU LAST SEE YOUR FATHER? 2008 Feature Early Window English <12WHO IS CLARK ROCKEFELLER? 2010 M.O.W. Early Window English Non Premium MOW (<12)WIENERS 2008 DTV/Feature Early Window English Non Premium DTV (25-36)WILD THINGS: FOURSOME 2010 DTV/Feature Early Window English Non Premium DTV (<12)WRONGED MAN, THE 2010 M.O.W. Early Window English Non Premium MOW (<12)YEAR ONE 2009 Feature Early Window English <12ZOMBIELAND 2009 Feature Early Window English <12$ (DOLLARS) 1971 Feature Library Films English C13 GHOSTS (2001) 2001 Feature Library Films English A8 MILLION WAYS TO DIE 1986 Feature Library Films English C84 CHARING CROSS ROAD 1987 Feature Library Films English C8MM2 2005 DTV/Feature Library Films English CABANDONED AND DECEIVED 1995 M.O.W. Library Films English CABOUT LAST NIGHT (1986) 1986 Feature Library Films English BABSENCE OF MALICE 1981 Feature Library Films English BABSENCE OF THE GOOD 1999 M.O.W. Library Films English CACROSS THE SEA OF TIME 1995 Feature Library Films English BADVENTURES OF SHARKBOY AND LAVAGIRL, THE 2005 Feature Library Films English BADVOCATE'S DEVIL, THE 1997 M.O.W. Library Films English CAGE OF CONSENT 1970 Feature Library Films English CALL THE KING'S MEN (2006) 2006 Feature Library Films English BALL THE PRETTY HORSES 2000 Feature Library Films English BALMOST FAMOUS 2000 Feature Library Films English BAMERICAN POP 1981 Feature Library Films English CANDERSON TAPES, THE 1971 Feature Library Films English CANNIE: A ROYAL ADVENTURE 1995 M.O.W. Library Films English CANOTHER YOU 1991 Feature Library Films English CARMED AND DANGEROUS 1986 Feature Library Films English CART HEIST 2005 DTV/Feature Library Films English CATTACK FORCE 2006 Premium DTV Library Films English AAVALON 1990 Feature Library Films English CBABY BROKERS 1994 M.O.W. Library Films English CBATS 1999 Feature Library Films English BBELL, BOOK AND CANDLE (1958) 1958 Feature Library Films English CBERMUDA TRIANGLE 1996 M.O.W. Library Films English CBIG PICTURE, THE 1989 Feature Library Films English CBINGO 1991 Feature Library Films English BBITE THE BULLET 1975 Feature Library Films English CBLAME IT ON THE NIGHT 1984 Feature Library Films English CBLIND FURY 1990 Feature Library Films English CBLOOD AND CONCRETE 1991 Feature Library Films English CBLUE STREAK 1999 Feature Library Films English ABLUE THUNDER (1983) 1983 Feature Library Films English BBOA VS. PYTHON 2004 M.O.W. Library Films English BBODY DOUBLE 1984 Feature Library Films English BBONE COLLECTOR, THE 1999 Feature Library Films English ABOOTY CALL 1997 Feature Library Films English CBORN FREE: A NEW ADVENTURE 1996 M.O.W. Library Films English CBORN YESTERDAY (1950) 1950 Feature Library Films English CBRAM STOKER'S DRACULA 1992 Feature Library Films English ABREAKOUT (1975) 1975 Feature Library Films English CBRIAN'S SONG (1971) 1971 M.O.W. Library Films English CBRIDGE ON THE RIVER KWAI, THE (ORIGINAL VERSION) 1957 Feature Library Films English A

BRIDGE TO NOWHERE (1986) 1986 Feature Library Films English CBROKEN HEARTS CLUB: A ROMANTIC COMEDY, THE 2000 Feature Library Films English CBUDDY 1997 Feature Library Films English BBUYING THE COW 2002 M.O.W. Library Films English CCALENDAR GIRL 1993 Feature Library Films English CCALIFORNIA SPLIT 1974 Feature Library Films English CCARE BEARS MOVIE II: A NEW GENERATION 1986 Feature Library Films English BCARLOTA JOAQUINA, PRINCESA DO BRASIL 1995 Feature Library Films Portuguese ACASUALTIES OF LOVE: THE 'LONG ISLAND LOLITA' STORY 1993 M.O.W. Library Films English C

CAT BALLOU (1965) 1965 Feature Library Films English CCHINA SYNDROME, THE 1979 Feature Library Films English ACLOSER 2004 Feature Library Films English A

G-12

Title Rel Year Product Type Program

Category Original Language Pricing Category/ Months Post Pay

COOL MONEY 2005 M.O.W. Library Films English CCOPS AND ROBBERSONS 1994 Feature Library Films English CCOVENANT, THE 2006 Feature Library Films English BCRAZY IN ALABAMA 1999 Feature Library Films English CCREW, THE 2000 Feature Library Films English CCRUEL INTENTIONS 1999 Feature Library Films English BCURSE OF THE GOLDEN FLOWER 2006 Feature Library Films Mandarin C

DADDY DAY CARE 2003 Feature Library Films English A

DANCE WITH ME 1998 Feature Library Films English B

DANCING AT THE HARVEST MOON 2002 M.O.W. Library Films English C

DEAL, THE (2006) 2006 DTV/Feature Library Films English C

DEATH WISH 1974 Feature Library Films English C

DECOYS 2: ALIEN SEDUCTION 2007 DTV/Feature Library Films English C

DEEP END OF THE OCEAN, THE 1999 Feature Library Films English B

DESERT BLOOM 1986 Feature Library Films English C

DESERT BLUE 1999 Feature Library Films English C

DIAMOND TRAP, THE 1988 M.O.W. Library Films English C

DIRTY (2006) 2006 Feature Library Films English C

DOUBLE TEAM 1997 Feature Library Films English BDR. STRANGELOVE OR: HOW I LEARNED TO STOP WORRYING AND LOVE THE BOMB 1964 Feature Library Films English B

DRESSER, THE 1983 Feature Library Films English C

DRUNKEN MASTER 1978 Feature Library Films Cantonese B

EARTH GIRLS ARE EASY 1989 Feature Library Films English C

EVERY TIME WE SAY GOODBYE 1986 Feature Library Films English C

EXCESS BAGGAGE 1997 Feature Library Films English C

EXORCISM OF EMILY ROSE, THE 2005 Feature Library Films English A

EYES OF LAURA MARS, THE (1978) 1978 Feature Library Films English C

FAMILY SINS 2004 M.O.W. Library Films English CFIFA 2006 WORLD CUP FILM, THE: THE GRAND FINALE 2007 DTV/Feature Library Films English C

FINAL DESCENT 1997 M.O.W. Library Films English C

FIRE IN THE SKY, A (1978) 1978 M.O.W. Library Films English C

FIRST DAUGHTER 1999 M.O.W. Library Films English C

FIVE EASY PIECES 1970 Feature Library Films English C

FLATLINERS 1990 Feature Library Films English A

FOG OF WAR, THE 2003 Feature Library Films English C

FOR DA LOVE OF MONEY 2002 Feature Library Films English C

FOR HOPE 1996 M.O.W. Library Films English C

FORGOTTEN, THE (2004) 2004 Feature Library Films English A

FREEDOMLAND 2006 Feature Library Films English C

FRESHMAN, THE (1990) 1990 Feature Library Films English C

FRIENDS AT LAST 1995 M.O.W. Library Films English C

FRIGHT NIGHT (1985) 1985 Feature Library Films English B

FRONT, THE (1976) 1976 Feature Library Films English C

FUGITIVE NIGHTS: DANGER IN THE DESERT 1993 M.O.W. Library Films English C

FUN WITH DICK AND JANE (1977) 1977 Feature Library Films English B

FUN WITH DICK AND JANE (2005) 2005 Feature Library Films English A

FUNNY GIRL 1968 Feature Library Films English A

G (2005) 2005 Feature Library Films English C

GANGS OF NEW YORK 2002 Feature Library Films English A

GARDENS OF STONE 1987 Feature Library Films English C

GAS FOOD LODGING 1992 Feature Library Films English C

G-13

Title Rel Year Product Type Program

Category Original Language Pricing Category/ Months Post Pay

GERONIMO: AN AMERICAN LEGEND 1993 Feature Library Films English C

GHOSTBUSTERS 1984 Feature Library Films English A

GHOSTBUSTERS II 1989 Feature Library Films English A

GIGLI 2003 Feature Library Films English B

GLASS HOUSE, THE (2001) 2001 Feature Library Films English B

GLASS HOUSE: THE GOOD MOTHER 2006 DTV/Feature Library Films English B

GLITTER 2001 Feature Library Films English B

GLORIA (1980) 1980 Feature Library Films English C

GLORIA (1999) 1999 Feature Library Films English C

GO (1999) 1999 Feature Library Films English C

GRACE KELLY 1983 M.O.W. Library Films English C

GRATEFUL DAWG 2001 Feature Library Films English B

GUESS WHO'S COMING TO DINNER (1967) 1967 Feature Library Films English A

GUNS OF NAVARONE, THE 1961 Feature Library Films English C

HANKY PANKY 1982 Feature Library Films English C

HANOVER STREET 1979 Feature Library Films English C

HAPPY NEW YEAR (1987) 1987 Feature Library Films English C

HARRIS DOWN UNDER 1988 M.O.W. Library Films English C

HEIGHTS 2005 Feature Library Films English C

HERO (1992) 1992 Feature Library Films English C

HEXED 1993 Feature Library Films English C

HOLLYWOOD KNIGHTS, THE 1980 Feature Library Films English C

HOME INVASION 1997 M.O.W. Library Films English C

HOMEM QUE COPIAVA 2003 Feature Library Films Portuguese A

HOSTEL (2006) 2006 Feature Library Films English A

HUNCHBACK OF NOTRE DAME, THE (1982) 1982 M.O.W. Library Films English B

HUNT FOR EAGLE ONE 2006 DTV/Feature Library Films English B

HUNT FOR EAGLE ONE: CRASH POINT 2006 DTV/Feature Library Films English B

I LIKE IT LIKE THAT 1994 Feature Library Films English C

I LOVE YOU TO DEATH 1990 Feature Library Films English C

ICE CASTLES (1978) 1978 Feature Library Films English C

IF LUCY FELL 1996 Feature Library Films English C

I'LL DO ANYTHING 1994 Feature Library Films English C

IN GOD'S HANDS 1998 Feature Library Films English C

INDIAN RUNNER, THE 1991 Feature Library Films English C

INTO THE SUN 2005 DTV/Feature Library Films English C

ISHTAR 1987 Feature Library Films English C

IT HAPPENED TO JANE 1959 Feature Library Films English C

JESSE STONE: DEATH IN PARADISE 2006 M.O.W. Library Films English C

JO JO DANCER, YOUR LIFE IS CALLING 1986 Feature Library Films English CJOHN CARPENTER PRESENTS VAMPIRES: LOS MUERTOS 2002 M.O.W. Library Films English B

JOHN CARPENTER'S VAMPIRES 1998 Feature Library Films English B

JOURNEY TO THE CENTER OF THE EARTH (1993) 1993 M.O.W. Library Films English C

JUMANJI (1995) 1995 Feature Library Films English A

JURY DUTY 1995 Feature Library Films English C

KARATE KID III, THE 1989 Feature Library Films English B

KARATE KID, THE (1984) 1984 Feature Library Films English A

KARATE KID: PART II, THE 1986 Feature Library Films English A

KERMIT'S SWAMP YEARS 2002 M.O.W. Library Films English B

G-14

Title Rel Year Product Type Program

Category Original Language Pricing Category/ Months Post Pay

KING LEAR 1971 Feature Library Films English C

KISS MY ACT 2001 M.O.W. Library Films English C

KRULL 1983 Feature Library Films English C

LA BAMBA 1987 Feature Library Films English A

LA CAGE AUX FOLLES 3: THE WEDDING 1986 Feature Library Films French C

LAST ACTION HERO 1993 Feature Library Films English A

LAST SUPPER, THE 1996 Feature Library Films English C

LAUREL CANYON 2003 Feature Library Films English C

LAWRENCE OF ARABIA (RESTORED VERSION) 1962 Feature Library Films English A

LEGEND OF BILLIE JEAN, THE 1985 Feature Library Films English C

LIMBO 1999 Feature Library Films English C

LITTLE NIKITA 1988 Feature Library Films English C

LOCUSTS, THE (1997) 1997 Feature Library Films English C

LONDON 2006 Feature Library Films English C

LONG ISLAND INCIDENT, THE 1998 M.O.W. Library Films English C

LONGEST DRIVE, THE 1976 M.O.W. Library Films English C

LOOK WHO'S TALKING 1989 Feature Library Films English A

LOOK WHO'S TALKING NOW 1993 Feature Library Films English B

LOOK WHO'S TALKING TOO 1990 Feature Library Films English B

LOOSE CANNONS 1990 Feature Library Films English C

LOST AND FOUND 1979 Feature Library Films English C

LOST IN YONKERS 1993 Feature Library Films English C

LUCY (2003) (2 HR) 2003 M.O.W. Library Films English C

MAID IN MANHATTAN 2002 Feature Library Films English A

MAKE IT FUNKY! 2005 Feature Library Films English C

MAN WHO LOVED WOMEN, THE (1983) 1983 Feature Library Films English C

MAN WHO WOULD BE KING, THE 1975 Feature Library Films English C

MARTIN AND LEWIS 2002 M.O.W. Library Films English C

MARY REILLY 1996 Feature Library Films English B

MARY SHELLEY'S FRANKENSTEIN 1994 Feature Library Films English B

MASTERMINDS (1997) 1997 Feature Library Films English C

MATING HABITS OF THE EARTHBOUND HUMAN 1999 Feature Library Films English C

MEDALLION, THE 2003 Feature Library Films English B

MELISSA P. 2005 Feature Library Films Italian C

MEMORY IN MY HEART, A 1999 M.O.W. Library Films English C

MIDWIVES 2001 M.O.W. Library Films English C

MINDHUNTERS 2005 Feature Library Films English C

MIRACLE ON I-880 1993 M.O.W. Library Films English C

MIRROR HAS TWO FACES, THE 1996 Feature Library Films English B

MIXED NUTS 1994 Feature Library Films English C

MONA LISA SMILE 2003 Feature Library Films English A

MONEY TRAIN 1995 Feature Library Films English A

MORTAL THOUGHTS 1991 Feature Library Films English C

MOSCOW ON THE HUDSON 1984 Feature Library Films English B

MR. DEEDS 2002 Feature Library Films English A

MR. JONES 1993 Feature Library Films English B

MY STEPMOTHER IS AN ALIEN 1988 Feature Library Films English C

NATIONAL SECURITY 2003 Feature Library Films English A

NET 2.0, THE 2006 DTV/Feature Library Films English B

NEXT DOOR 1994 M.O.W. Library Films English C

G-15

Title Rel Year Product Type Program

Category Original Language Pricing Category/ Months Post Pay

NIGHT OF THE CREEPS 1986 Feature Library Films English B

NIGHT OF THE LIVING DEAD (1990) 1990 Feature Library Films English B

NINA TAKES A LOVER 1995 Feature Library Films English C

NO MERCY 1986 Feature Library Films English C

NO SMALL AFFAIR 1984 Feature Library Films English C

ONE FALSE MOVE 1992 Feature Library Films English C

ONLY YOU (1994) 1994 Feature Library Films English B

OWL AND THE PUSSYCAT, THE (1970) 1970 Feature Library Films English C

PATRIOT, THE (1998) 1999 M.O.W. Library Films English A

PERFECT 1985 Feature Library Films English C

PEST, THE 1997 Feature Library Films English C

PETER PAN (2003) 2003 Feature Library Films English A

POETIC JUSTICE (1993) 1993 Feature Library Films English C

PRINCESS AND THE MARINE, THE 2001 M.O.W. Library Films English C

PRINCIPAL, THE 1987 Feature Library Films English B

PUNCH-DRUNK LOVE 2002 Feature Library Films English B

PUNCHLINE (1988) 1988 Feature Library Films English C

PURSUIT OF HAPPINESS, THE (1970) 1971 Feature Library Films English C

QUICKSILVER 1986 Feature Library Films English C

QUINCEANERA 2006 Feature Library Films English C

RACE THE SUN 1996 Feature Library Films English C

RADIO FLYER 1992 Feature Library Films English C

RAISING WAYLON 2004 M.O.W. Library Films English C

RESIDENT EVIL 2002 Feature Library Films English A

REVENGE OF THE MIDDLE-AGED WOMAN 2004 M.O.W. Library Films English C

REVOLVER (1992) 1992 M.O.W. Library Films English C

RICHARD PRYOR HERE AND NOW 1983 Feature Library Films English C

ROBIN AND MARIAN 1976 Feature Library Films English C

RUDY 1993 Feature Library Films English B

RUN LOLA RUN 1999 Feature Library Films German A

RUNNING FREE (2000) 2000 Feature Library Films English C

SAVING FACE 2005 Feature Library Films English C

SCHOOL DAZE 1988 Feature Library Films English C

SEE NO EVIL (1971) 1971 Feature Library Films English C

SEE NO EVIL, HEAR NO EVIL (1989) 1989 Feature Library Films English B

SEX, LIES AND VIDEOTAPE 1989 Feature Library Films English C

SHADOW MAN 2006 Premium DTV Library Films English C

SHEENA (1984) 1984 Feature Library Films English C

SHORT CIRCUIT 2 1988 Feature Library Films English C

SHOTTAS 2006 Feature Library Films English C

SINBAD AND THE EYE OF THE TIGER 1977 Feature Library Films English C

SINGLE WHITE FEMALE 1992 Feature Library Films English B

SOCCER DOG 1999 M.O.W. Library Films English B

SOCCER DOG: EUROPEAN CUP 2004 DTV/Feature Library Films English B

SOLDIER'S STORY, A 1984 Feature Library Films English C

SOMEONE TO WATCH OVER ME 1987 Feature Library Films English C

SPANGLISH 2004 Feature Library Films English A

SPRING BREAK 1983 Feature Library Films English C

STAN LEE'S MUTANTS, MONSTERS AND MARVELS 2002 DTV/Feature Library Films English C

STAND BY ME 1986 Feature Library Films English A

G-16

Title Rel Year Product Type Program

Category Original Language Pricing Category/ Months Post Pay

STEALTH 2005 Feature Library Films English A

STEEL MAGNOLIAS (1989) 1989 Feature Library Films English A

STILL CRAZY 1999 Feature Library Films English C

STORMY WEATHERS 1992 M.O.W. Library Films English C

STRANGER THAN FICTION (2006) 2006 Feature Library Films English A

SUBURBANS, THE 1999 Feature Library Films English C

SUNSET 1988 Feature Library Films English C

SUNSET PARK 1996 Feature Library Films English C

SUSPECT (1987) 1987 Feature Library Films English B

SWAN PRINCESS, THE 1994 Feature Library Films English B

SWEETEST THING, THE 2002 Feature Library Films English B

SWING VOTE (1999) 1999 M.O.W. Library Films English C

SYLVESTER 1985 Feature Library Films English C

TAINA II 2005 Feature Library Films Portuguese A

TAP 1989 Feature Library Films English C

THANK GOD IT'S FRIDAY 1978 Feature Library Films English C

THAT'S LIFE! (1986) 1986 Feature Library Films English C

THERE'S A GIRL IN MY SOUP 1970 Feature Library Films English C

THIRTEENTH FLOOR, THE 1999 Feature Library Films English B

THREESOME (1994) 1994 Feature Library Films English C

THUNDERHEART 1992 Feature Library Films English C

TO GILLIAN ON HER 37TH BIRTHDAY 1996 Feature Library Films English C

TO SIR, WITH LOVE (1967) 1967 Feature Library Films English C

TO SIR, WITH LOVE II 1996 M.O.W. Library Films English C

TOOTSIE 1982 Feature Library Films English A

TRAPPED (2002) 2002 Feature Library Films English B

TROOP BEVERLY HILLS (1989) 1989 Feature Library Films English C

TRUE BELIEVER 1989 Feature Library Films English C

TRUTH OR CONSEQUENCES, N.M. 1997 Feature Library Films English C

TWO AGAINST TIME 2002 M.O.W. Library Films English C

URBAN LEGENDS: THE FINAL CUT 2000 Feature Library Films English B

USED CARS (1980) 1980 Feature Library Films English C

U-TURN 1997 Feature Library Films English B

VAMPIRE BATS 2005 M.O.W. Library Films English C

VIOLETS ARE BLUE 1986 Feature Library Films English C

WEDDING BAND 1990 Feature Library Films English C

WHAT MAKES A FAMILY 2001 M.O.W. Library Films English C

WHEN A STRANGER CALLS (2006) 2006 Feature Library Films English A

WHEREABOUTS OF JENNY, THE 1991 M.O.W. Library Films English C

WHITE CHICKS 2004 Feature Library Films English A

WHOLLY MOSES 1980 Feature Library Films English C

WHO'S HARRY CRUMB? 1989 Feature Library Films English C

WILD THINGS II 2004 M.O.W. Library Films English C

WILD THINGS: DIAMONDS IN THE ROUGH 2005 M.O.W. Library Films English C

WILDER NAPALM 1993 Feature Library Films English C

WINSLOW BOY, THE (1999) 1999 Feature Library Films English C

WRONG IS RIGHT 1982 Feature Library Films English C

ZATHURA: A SPACE ADVENTURE 2005 Feature Library Films English A

G-17

Series

Title Rel Year Category Run Time Season # of Eps

LOST GIRL 2012 CURRENT SERIES - 1 HOUR 60SEASON 01 13SEASON 02 22

RE-MODELED 2012 CURRENT SERIES - 1 HOUR 60 SEASON 01 8NECESSARY ROUGHNESS 2011 CURRENT SERIES - 1 HOUR 60 SEASON 01 12

JUSTIFIED 2010 CURRENT SERIES - 1 HOUR 60SEASON 01 13SEASON 02 13SEASON 03 13

NATE BERKUS SHOW, THE 2010 CURRENT SERIES - 1 HOUR 60SEASON 01 173SEASON 02 115

DAMAGES (2007) 2007 CURRENT SERIES - 1 HOUR 60

SEASON 01 13SEASON 02 13SEASON 03 13SEASON 04 10SEASON 05 10

MARVEL ANIME: BLADE 2012 CURRENT SERIES - ANIMATED 30 SEASON 01 12MARVEL ANIME: IRONMAN 2011 CURRENT SERIES - ANIMATED 30 SEASON 01 12MARVEL ANIME: WOLVERINE 2011 CURRENT SERIES - ANIMATED 30 SEASON 01 12MARVEL ANIME: X-MEN 2011 CURRENT SERIES - ANIMATED 30 SEASON 01 12PET SQUAD (30 MIN VERSION) 2011 CURRENT SERIES - ANIMATED 30 SEASON 01 26

BOONDOCKS, THE 2005 CURRENT SERIES - ANIMATED 30SEASON 01 15SEASON 02 15SEASON 03 15

NICK SWARDSON'S PRETEND TIME 2010 CURRENT SERIES - HALF HOUR 30SEASON 01 7SEASON 02 8

COMMUNITY 2009 CURRENT SERIES - HALF HOUR 30SEASON 01 25SEASON 02 24SEASON 03 22

COMBAT HOSPITAL 2011 NON-RETURNING SERIES - 1 HOUR 60 SEASON 01 13

HAWTHORNE 2009 NON-RETURNING SERIES - 1 HOUR 60SEASON 01 10SEASON 02 10SEASON 03 10

CHARLIE'S ANGELS (2011) 2011 NON-RETURNING SERIES - 1 HOUR 60 SEASON 01 8MAD LOVE (2011) 2011 NON-RETURNING SERIES - 1 HOUR 30 SEASON 01 13MR. SUNSHINE 2011 NON-RETURNING SERIES - 1 HOUR 30 SEASON 01 13

RESCUE ME (2004) 2004 NON-RETURNING SERIES - 1 HOUR 60

SEASON 01 13SEASON 02 13SEASON 03 13SEASON 04 13SEASON 05 22SEASON 06 10SEASON 07 9

MY BOYS 2006 NON-RETURNING SERIES - HALF HOUR 30

SEASON 01 22SEASON 02 9SEASON 03 9SEASON 04 9

LOS CABALLEROS LAS PREFIEREN BRUTAS 2010 SPANISH/PORTUGUESE SERIES - 1 HOUR 60 SEASON 01 22AQUI NO HAY QUIEN VIVA (COLOMBIA) 2008 SPANISH/PORTUGUESE SERIES - 1 HOUR 60 SEASON 01 90SIMULADORES, LOS (MEXICO) 2008 SPANISH/PORTUGUESE SERIES - 1 HOUR 60 SEASON 01 13

G-18

Title Rel Year Category Run Time Season # of EpsSEASON 02 18

DEMODA 2004 SPANISH/PORTUGUESE SERIES - 1 HOUR 60 SEASON 01 22

BEWITCHED (ARGENTINA) 2007 SPANISH/PORTUGUESE SERIES - 1/2 HOUR 30SEASON 01 26SEASON 02 26

QUIEN MANDA A QUIEN 2006 SPANISH/PORTUGUESE SERIES - 1/2 HOUR 30 SEASON 01 51

GALINDOS, LOS 2005 SPANISH/PORTUGUESE SERIES - 1/2 HOUR 30SEASON 01 26SEASON 02 26

NINERA, LA (ECUADOR) 2005 SPANISH/PORTUGUESE SERIES - 1/2 HOUR 30SEASON 01 29SEASON 02 51

CASADOS CON HIJOS (COLOMBIA) 2004 SPANISH/PORTUGUESE SERIES - 1/2 HOUR 30

SEASON 01 26SEASON 02 26SEASON 03 26SEASON 04 26SEASON 05 26

LOCO POR TI 2004 SPANISH/PORTUGUESE SERIES - 1/2 HOUR 30 SEASON 01 26EMBRUJAME 1999 SPANISH/PORTUGUESE SERIES - 1/2 HOUR 30 SEASON 01 22

SANTO DE CASA 1999 SPANISH/PORTUGUESE SERIES - 1/2 HOUR 30SEASON 01 19SEASON 02 21SEASON 03 12

AMAR Y TEMER 2011 SPANISH/PORTUGUESE SERIES - NOVELA (90+EPS)

60 SEASON 01 90SI ME MIRAN TUS OJOS 2009 SPANISH/PORTUGUESE SERIES - NOVELA

(90+EPS)60 SEASON 01 120

DONA BARBARA 2008 SPANISH/PORTUGUESE SERIES - NOVELA (90+EPS)

60 SEASON 01 190ZORRO: LA ESPADA Y LA ROSA 2006 SPANISH/PORTUGUESE SERIES - NOVELA

(90+EPS)60 SEASON 01 122

BEAST, THE (2009) 2009 LIBRARY SERIES 60 SEASON 01 13DEMONS (2009) 2009 LIBRARY SERIES 60 SEASON 01 6SIT DOWN, SHUT UP 2009 LIBRARY SERIES 30 SEASON 01 13BROTHERS (SERIES) 2009 LIBRARY SERIES 30 SEASON 01 13MASTERS OF ILLUSION 2009 LIBRARY SERIES 60 SEASON 01 13UNUSUALS, THE 2009 LIBRARY SERIES 60 SEASON 01 10VIPER'S CREED 2009 LIBRARY SERIES 30 SEASON 01 12CASHMERE MAFIA 2008 LIBRARY SERIES 60 SEASON 01 7CREATURE COMFORTS (2007) 2007 LIBRARY SERIES 30 SEASON 01 7

10 ITEMS OR LESS 2006 LIBRARY SERIES 30SEASON 01 5SEASON 02 8SEASON 03 8

BIG DAY 2006 LIBRARY SERIES 30 SEASON 01 13HUMANOID MONSTER BEM 2006 LIBRARY SERIES 30 SEASON 01 26BEAUTIFUL PEOPLE 2005 LIBRARY SERIES 60 SEASON 01 16

ASTRO BOY (2004 U.S. VERSION) 2004 LIBRARY SERIES 30SEASON 01 25SEASON 02 25

HAROLD AND THE PURPLE CRAYON (2001) 2001 LIBRARY SERIES 30 SEASON 01 13

STRONG MEDICINE 2000 LIBRARY SERIES 60

SEASON 01 22SEASON 02 22SEASON 03 22SEASON 04 22SEASON 05 22SEASON 06 22

DILBERT 1999 LIBRARY SERIES 30SEASON 01 13SEASON 02 17

V.I.P. 1998 LIBRARY SERIES 60 SEASON 01 22

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Title Rel Year Category Run Time Season # of EpsSEASON 02 21SEASON 03 16SEASON 04 21

JUST SHOOT ME 1997 LIBRARY SERIES 30

SEASON 01 6SEASON 02 25SEASON 03 25SEASON 04 24SEASON 05 22SEASON 06 22SEASON 07 24

STEVE HARVEY SHOW, THE 1996 LIBRARY SERIES 30

SEASON 01 21SEASON 02 22SEASON 03 22SEASON 04 22SEASON 05 22SEASON 06 13

NEWSRADIO 1995 LIBRARY SERIES 30

SEASON 01 7SEASON 02 22SEASON 03 24SEASON 04 22SEASON 05 22

KARATE KID, THE (ANIMATED) 1989 LIBRARY SERIES 30 SEASON 01 13

T.J. HOOKER 1982 LIBRARY SERIES 60

SEASON 01 5SEASON 02 22SEASON 03 22SEASON 04 23SEASON 05 19

HART TO HART (SERIES) 1979 LIBRARY SERIES 60

SEASON 01 24SEASON 02 20SEASON 03 24SEASON 04 22SEASON 05 22

DIFF'RENT STROKES 1978 LIBRARY SERIES 30

SEASON 01 24SEASON 02 26SEASON 03 24SEASON 04 24SEASON 05 24SEASON 06 24SEASON 07 24SEASON 08 19

CHARLIE'S ANGELS (1976) 1976 LIBRARY SERIES 60

SEASON 01 23SEASON 02 26SEASON 03 24SEASON 04 26SEASON 05 17

BEWITCHED (COLORIZED) 1965 LIBRARY SERIES 30SEASON 01 36SEASON 02 38

I DREAM OF JEANNIE (COLORIZED) 1965 LIBRARY SERIES 30 SEASON 01 30

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SCHEDULE H

DEEMED MEGA-HIT LIBRARY FILMS

Rel Year Walker # Title2005 R9326300000 Legend Of Zorro2003 R9524000000 Adaptation2000 W2120800000 Pollock1999 F9404400000 Girl, Interrupted1998 R9143300000 Mask Of Zorro1994 F9311000000 Next Karate Kid, The1993 R9220500000 Look Who‘s Talking Now1993 F9200400000 Remains Of The Day1991 R8927300000 Fisher King, The1989 R8751300000 Glory1989 F8751800000 Karate Kid III, The1989 R8719200000 Steel Magnolias1984 F8400700000 Karate Kid, The1983 F8302900000 Big Chill, The1982 F8201500000 Annie (1982)1979 F8080900000 19411979 F8081000000 All That Jazz1979 F7901100000 China Syndrome, The1978 F7900600000 California Suite1978 F7900200000 Midnight Express (1978)1977 F7800100000 Deep, The1976 F7601200000 Taxi Driver1975 F7501400000 Funny Lady1975 F7501500000 Shampoo1973 F7400500000 Way We Were, The1972 F7300300000 Butterflies Are Free1971 F7201600000 Last Picture Show, The 1970 F7100500000 Five Easy Pieces1969 F7001000000 Bob & Carol & Ted & Alice (1969)1969 F7001100000 Cactus Flower1969 F7000200000 Easy Rider1969 F7001600000 Marooned1968 F6900700000 Funny Girl1968 E0094786000 Lion In Winter1968 F6900900000 Oliver!1967 F6801700000 Guess Who’s Coming To Dinner (1967)1967 F6800300000 To Sir, With Love (1967)1966 F6702300000 Man For All Seasons, A1965 F6602800000 Born Free (1965)1965 F6502600000 Cat Ballou (1965)1965 F6600400000 Ship Of Fools1963 F6400600000 Running Man, The (1963)1962 F0071400000 Lawrence Of Arabia (Original)1961 F0060300000 Guns Of Navarone, The1959 F0040100000 Anatomy Of A Murder1959 F0041700000 Suddenly, Last Summer1957 F0023000000 Bridge On The River Kwai, The (Original Version)1956 F0082600000 Picnic (1955)1954 F0914700000 Caine Mutiny, The1954 F0914800000 On The Waterfront1953 F0024100000 From Here To Eternity (1953)1953 F7318500000 Salome1950 F0053100000 Born Yesterday1949 F0903500000 All The King‘s Men (1949)1949 F0903200000 Jolson Sings Again1947 F0407200000 Jolson Story, The1941 F7119800000 Here Comes Mr. Jordan1939 F0004500000 Mr. Smith Goes To Washington1938 F0003000000 You Can’t Take It With You

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1937 F7118500000 Awful Truth, The (1937)1937 F0001200000 Lost Horizon (1937)1936 F0001000000 Mr. Deeds Goes To Town (1936)1934 F7016400000 It Happened One Night1982 F8300800000 Tootsie2005 F2500200000 Longest Yard, The (2005)1996 J9366200000 Jerry Maguire2006 F2502500000 Talladega Nights: The Legend Of Ricky Bobby2007 F2700700000 Superbad2003 R9621300000 S.W.A.T. (2003)2007 F2204400000 Ghost Rider2009 X5576000000 District 91986 F8600500000 Karate Kid: Part II, The1992 F9106000000 League Of Their Own, A1979 F8000900000 Kramer Vs. Kramer1980 F8100700000 Stir Crazy2008 F2701900000 Step Brothers

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SCHEDULE I

SVOD INCLUDED PROGRAMSRATE CARD

Early Window Films (per US BO) * ^ Per Title Rate Card < 1 million Actual SVOD Subscribers

Months after Pay + Black Period: <12 13-24 25-36>$150M $200,000 $140,000 $98,000

$100M-$150M $175,000 $122,500 $85,750 $50M-$99M $140,000 $98,000 $68,600 $25M-$49M $100,000 $70,000 $49,000 $10M-$25M $75,000 $52,500 $36,750

<$10M $35,000 $24,500 $17,150 Premium DTV/MOW $30,000 $21,000 $14,700

Non-Premium DTV/MOW, Foreign Films $15,000 $10,500 $7,350 Premium Local Films $100,000 $70,000 $49,000

Non-Premium Local Films $35,000 $24,500 $17,150 Library Films  

Tier A Film $22,000

Tier B Film $14,000

Tier C Film $8,000Current Series  

One Hour Episode $12,000

Half Hour Episode $6,000

Animated Episode $2,500Non-Returning Series  

One Hour Episode $6,000

Half Hour Episode $3,000Library Series  

Tier A Episode $4,500

Tier B Episode $3,000

Tier C Episode $1,500Local Series  

Series per Hour $6,000

Teleseries (60+ episodes) Episode $3,000

Novela (90+ episodes) Episode $2,000

* After Avail Year 1, the Per-Title Rate Card set forth above shall be subject to a 5% increase in each Avail Year.

^ The Per-Title Rate Card set forth above shall be subject to Incremental Rate Card Increases, if any, as set forth in Section 6.2.2 of the VOD/SVOD Terms.

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SCHEDULE J

TECHNICAL STANDARDS FOR MATERIALS

All materials must adhere to the following guidelines:

1. Materials Specifications

a. Video Specifications

1080p, 16x9 aspect ratio program material, at 24 frames per second (preferred if available), or 29.97 frames per second

The video information must conform to: SMPTE 292M, SMPTE 274M at 1125 total lines with active video being 1920 samples horizontally and 1080 lines vertically.

The following criteria apply:

Luminance level should not exceed 100 IRE units.

Chrominance level should not exceed 100 IRE units in bars and 120 IRE units in program.

Set up level should not exceed zero IRE units

“Ratings Measuring” data, “Interactive” data, “water-marking” inserted in the VANC or embedded into the Active Video and/or embedded in the Audio must be noted on a separate TXT file for eMaster media files and on the physical material submitting tapes.

All titles and credits must be contained within the Safe Title Area as specified in SMPTE RP 218.

b. Audio Specifications

Program audio shall be delivered without static, dropouts, distortion, heavy dynamic compression or heavy limiting.

Reference tones shall be set at -20dbfs @ 1Khz and be present on all tracks which program audio will be present.

When measured using digital metering, 0 reference is defined as -20db down from the maximum full-scale digital level (dbfs) allowed by the AES/EBU digital audio standard of the tape machine. i.e. reference = -20dbfs.

Audio shall be digitized at 48 kHz, locked to video.

Audio shall conform to SMPTE RP-155 for reference level and headroom.

No noise reduction or pre-emphasis shall be used.

Average program level (Absolute level) shall not exceed 0VU / -20dfs except for occasional peaks normally present in soundtracks.

Peak program levels shall be determined by using Peak Program Meters (PPM). VU meters are not to be used to determine Peak Program Levels (PPL).

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Dialog loudness shall comply to ITU-R BS.1770 Loudness specification and should be measured using a Dolby LM100 Broadcast Loudness meter set to “long term” level monitoring.

All multiple track recordings must be properly phased and separation shall correspond properly with visual separation.

There should be no discernible aberration in lip sync. Audio sync relative to video frame shall not deviate by more than +/- 15ms.

c. Time Code Specification:

Continuous SMPTE drop frame time code (DFTC) as specified in SMPTE 12M shall be recorded as longitudinal time code on all delivered videotape.

The time code shall be synchronous to the recorded video.

Multiple videotape copies furnished to Operator with the same program content must contain identical time code.

If the videotape contains vertical interval time code (VITC) it shall contain the same time and be synchronous to the longitudinal time code (LTC).

SMPTE time code should be continuous from SOT (Start of Tape) at 00:58:00:00 to 60 seconds post-program.

VITC (Vertical Interval Time Code) shall be inserted in accordance with SMPTE RP188, SMPTE 291M and RP164 as outlined below; into VANC space, line 9

ID (DID) number should be set to 60h (hex) and the Secondary ID (SID) number should be set to 60h (hex). Data count word set to 10h (hex).

2. Technical Specifications for HD Media Files (eMaster).

HD eMaster Content Specification

HD Content Summary

Container Video Audio

Format MXF Format MPEG-2 Format AES3 Audio

Video Format Component. Bit Rate 1152Kbps

GOP Structure I Frames Only Sample Rate 48Khz

Profile/Level 4:2:2/High Channels 6

Resolution 1920x1080 Bits Per Sample 24

Chroma Format 4:2:2

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Frame Rate 24 FPS Preferred or 29.97 FPS

Picture Scanning Type/Order

Progressive (prefered)

Or Interlaced TFF @ 29.97 FPS

Bit Rate 50Mbps

Display Aspect Ratio 16:9

3. HD Materials Audio Track Configuration for eMaster and Tape Delivery (as applicable)

Monolingual. Surround Sound

Channel 1 – Stereo LT

Channel 2 – Stereo RT

Multilingual. Surround Sound (Dolby E 5.1+2)

Channel 1 – Stereo LT

Channel 2 – Stereo RT

Channel 3 – Latin American Spanish

Channel 4 – Latin American Spanish

Channel 5 – Portuguese BR

Channel 6 – Portuguese BR

Trilingual. Mono tracks

Channel 1 – Stereo LT Original

Channel 2 – Stereo RT Original

Channel 3 – Stereo LT Spanish LA

Channel 4 – Stereo RT Spanish LA

Channel 5 – Stereo LT Portuguese BR

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Channel 6 – Stereo RT Portuguese BR

Channel 7 – Mute

Channel 8 – Mute

4. Content Delivery Specifications – Standard Definition (SD) assets

All assets must be submitted in a digital medial file with program only, no bars and tone, no slates, no ratings cards or texts in the material. Use primary stereo mix (usually English Lt Rt). Any stereo mixes on the source tape should also be captured as stereo WAV files at native bit depth. Alternatively Licensee also accepts DigiBeta Tapes for material submission

Tapes and media files must delivered in a single continuous tape (when possible) or media file with no commercial blanks or interruptions throughout the feature (edited master).

Tapes and media files shall be free of dropouts, flash frames, and glitches.

Tapes shall be recorded on VTRs which have been maintained and calibrated in compliance with the manufacture’s specifications.

All Standard Definition (SD) materials must adhere to the following guidelines:

a. Video

Aspect ratio: Standard NTSC version of the program shall be either a 4 : 3 full screen display, 16 : 9 Full Height Anamorphic or a letterbox image in 4 : 3 display

Time Code : Longitudinal SMPTE Drop Frame Time Code

The video test signal and the program material shall meet the following technical specifications:

Video Levels: Reference color bars shall be a true indication of the program’s chroma gain and phase, sync amplitude, video and pedestal levels.

o A1 - Peak chrominance shall not exceed 110 IRE units.

o A2 - Peak luminance shall not exceed 100 IRE units.

o A3 - Pedestal shall not exceed 7.5 IRE units.

Blanking:

o B1 - Horizontal blanking shall be at 10.8 ±.02 micro seconds, maximum

o B2 - Vertical blanking shall be at 21 ± 0.5 lines, maximum.

o B3 - Both horizontal and vertical blanking shall meet RS170A specifications for NTSC

o B4 - Programs available with line 21 captioning shall be delivered with captioning intact.

o B5 - Captions must conform to specifications described in EIA document #608. Luminance level

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of the line 21 data must be 50 IRE ± 5 IRE.

Sync Level:

o 40 IRE units, maximum.

o Set Up/Black Level: 7.5 IRE units, maximum

SMPTE/EBU N10 Standards:

o E1 - Maximum Luminance: 700 mV

o E2 - Minimum Luminance: 0 mV

o E3 - Range: 700 mV

o E4 - Maximum Chrominance: 350 mV

o E5 - Minimum Chrominance: -350 mV

o E6 - Range: 700 mV

o E7 - Sync: -300 mV

o E8 - Peak to Peak : 1 Vpp

Luminance: If Master contains character generator or graphics inserted material, the following specifications shall be met:

o F1 - Peak luminance shall not exceed 90 IRE.

o F2 - Peak-to-peak chrominance shall not exceed 50 IRE.

o F3 - Peak chrominance plus luminance shall not exceed 100 IRE.

b. Audio

The audio dynamic range of program material must be suitable for television broadcast. Average should be between -20dB and -10dB. Instantaneous audio peaks shall not exceed +10dB over average level.

The M&E track must be in synchronization with the video and any dialogue track.

Along with the color bars, there must be a 1 kHz tone recorded at -20dB level and the program audio must reference the tone at the beginning of the tape. The tone must be on all 4 audio channels.

All audio shall be recorded with Dolby NR.

Additional Considerations For SD Materials Delivered on Tape.

Digital Betacam NTSC tape, in 525 line NTSC format, with SMPTE Drop Frame time code. No audio element can be delivered separate from the video element.

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A minimum of 60 seconds of color bars and test audio tone shall be recorded on the head of the tape. The test signals must accurately reflect the program material recorded on the program tape.

10 second slate for each cut with: cut number, program title, episode number, length of program and audio configuration.

10 seconds countdown should start before the content. The last 2 seconds of the countdown should be recorded with black video.

30 seconds of black video shall be recorded after the content.

The program material shall not contain visible artifacts that are within the ability of the distributor to correct using its best reasonable efforts or visible head switching, tape scratches, or dropouts.

The recorder(s) and player(s) producing the master shall be set to factory preset settings.

Compression should be kept to a minimum and tape-to-tape or file-to-tape variable speeding shall not be utilized in generating a master for the program material.

5. Technical Specifications for Standard Definition (SD) Media Files (eMaster).

Material shall be delivered according to the SMPTE D10 specs (Aka IMX)

Container Video Audio

Format MXF Format IMX D10 MPEG-2

Format PCM Audio

Video Format Component Bit Rate Uncompressed

GOP Structure I Frames Only Sample Rate 48Khz

Profile/Level 4:2:2 @main Channels 8

Resolution 720x512 Bits Per Sample 24

Chroma Format 4:2:2

Frame Rate 24 Fps Preferred or 29.97 Fps

Picture Scanning Type/Order

Progressive (preferred)

Or interlaced @ 29.97

Bit Rate 30, 40 or 50 Mbps

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Display Aspect Ratio

Same as Source (16:9 or 4:3)

6. SD Materials Audio Track Configuration for eMaster and Tape Delivery (as applicable)

Audio Monolingual Stereo

o Channel 1 – Stereo Left LT

o Channel 2 – Stereo Right RT

Audio Surround sound, Dolby E 5.1+2 stream configuration:

o Channel 1: Front Left

o Channel 2: Front Right

o Channel 3: Center

o Channel 4: Low Frequency Effects (LFE)

o Channel 5: Left Rear Surround

o Channel 6: Right Rear Surround

o Channel 7: Left Total (LT)

o Channel 8: Right Total (RT)

a. Audio files

For the surround sound or alternate languages, each one of the channels on the source tape must be recorded as an individual channel and they must comply with the following specifications:

o File tape: Wave

o Extension: WAV

o Format: PCM

o Sampling rate: 48 KHz

o Channels: Stereo

o Resolution: Native bit-depth

o The audio files must conform with the master tape delivered to Licensee.

7. METADATA

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A separate file containing the metadata for each asset delivered to Licensee is also required. Licensee adheres to the CableLabs specification for metadata preparation. Metadata template must be completed and returned in electronic format.

8. IMAGES

Each asset should have at least one dedicated and specific piece of artwork. All images should be finished and contain the asset’s title and/or episode title, when applicable. Digitally delivered artwork should follow the guidelines defined below:

Format: .jpeg or .tif

High-resolution (at least 150 dpi)

9. EPK & PREVIEWS & Promos

An Electronic Press Kit that includes interviews, behind the scenes previews and/or trailers are also required for each asset, when applicable and available. Tapes or digital files are accepted and it must follow the specification detailed on this document.

10. TRANSLATIONS AND SUBTITLTES

All assets must be accompanied by an original script and its translated to Portuguese and Spanish sub-file when available. Licensee uses the *.STL (EBU) default code for subtitles in Italic. The standard for Licensee subtitling follows the 37 characters per line, maximum of 2 lines per subtitle.

Alternatively, Licensee may also accept the subtitle in the formats listed below

SRT

SLT

SMI

TXT

PAQ

SUB

11. Down-Converting High Definition to Standard Definition. If Licensor supplies to Licensee programming in high definition and Licensee creates a standard definition version for the purpose of an exhibition in accordance herewith (“SD Version”) along with the high definition version (“HD Version”), Licensee:

(i) Image Composition:  shall respect and preserve the original aspect ratio of the active image within the frame of the HD programming/materials when creating the SD Version.  Licensee is not permitted to reformat the image aspect ratio in any way, for example, by using techniques such as pan & scan, 4X3 center-cut extraction or any other aspect ratio reformatting that will alter the original image composition of the director-approved transfer;

(ii) Color Space Conversion:  acknowledges that the color spaces of HD and SD content have different gamut specifications (HD: ITU-R Rec 709, SD: ITU-R Rec 601) and that Licensee will use

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reasonable commercial efforts to employ widely accepted, first class devices which realize the color space conversion from HD to SD, as per SMPTE EG 36;

(iii) Sound Quality:  shall not derive a two (2) channel version of the sound track from the 5.1 version but shall use the Lt/Rt version supplied by Licensor;

(iv)        All Digital:  shall ensure that all of the above processes involved in the creation of SD Versions will be of a digital nature and that any SD Version so created exists in a digital form and exhibits no extraneous artifacts arising from the creation process;

(v) Content Protection Requirements:  shall comply with all content protection requirements described in this Agreement for any SD Version created by Licensee;

(vi) No Up-Conversion:  is not authorized to up-convert SD Content to HD; and

(vii) Approved Conversion Technology:  shall only use Approved Conversion Technology.  “Approved Conversion Technology” means equipment conforming to industry best practice, for example, down-converters embedded in devices such as appropriately optioned Sony HDCAM and HDCAM SR VTRs, Seachange BMC or Grass Valley K2 video servers; and dedicated downconversion equipment such as Snell&Willcox Ukon or Alchemist, Digital Rapids Stream, Ateme KFE or Telestream Flip Factory, provided the aspect ratio of the original is maintained.

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