Execution Version: Final Form

LICENSE, SERVICES AND CO-MARKETING AGREEMENT

This License, Services and Co-Marketing Agreement (the “Agreement”) is entered into as of the Effective Date (as

defined below) by and between D-BOX TECHNOLOGIES INC., a Canadian corporation (“D-BOX”), on one hand, and

SONY PICTURES RELEASING CORPORATION, a Delaware corporation, SONY PICTURES RELEASING

INTERNATIONAL CORPORATION, a California corporation, and COLUMBIA PICTURES INDUSTRIES, INC.,

a Delaware corporation (collectively, “Sony” or “Licensee”), on the other hand. For purposes hereof, (i) in connection

with the United States, references to “Sony” will mean Sony Pictures Releasing Corporation, (ii) in connection with

Canada, references to “Sony” will mean Columbia Pictures Industries, Inc., and (iii) in connection with all other parts of

the Territory, references to “Sony” will mean Sony Pictures Releasing International Corporation. Additionally, where

applicable, certain of Sony‟s Film-related activities will be taken by Sony‟s licensees, subdistributors or distribution

agents.

RECITALS

A. D-BOX is the owner of certain software, known as D-BOX Motion Simulator and/or D-BOX Motion Code

software (as further defined below, the “D-BOX Motion Code”) that is used to enable the D-BOX Equipment

that, when conformed to and coupled with a motion picture or movie clip, creates a motion simulation system

that is synchronized with onscreen action and sound for an enhanced end user experience.

B. In connection with the theatrical release of the Films during the Term of this Agreement and as described herein,

D-BOX shall, at no cost to Sony, license to Sony the D-BOX Motion Code created for each Film, and perform

certain services in connection with each Film, in each case in accordance with the terms and conditions of this

Agreement. Additionally, the parties shall perform certain co-marketing-related services for each Film as set

forth in this Agreement.

AGREEMENT

The parties hereby agree as follows: Definitions. In addition to the terms defined elsewhere herein, the following terms

shall have the following meanings:

1. DEFINITIONS.

1.1. “D-BOX Motion Code” means the software, program code, files and/or software instructions

supplied by D-BOX to enable movement and vibrations, delivered as Broadcast Wave Format (BWF).

1.2. “DCP” means a Digital Cinema Package including a set of encrypted files representing digital

moving image content packaged for shipment to theaters containing images, audio, sub-pictures and/or timed

text, and auxiliary data, including all of the track files.

1.3. “D-BOX Equipment” means all equipment comprised in the D-BOX MFX motion systems,

including the equipment currently known as D-BOX MFX theatrical seats & Kinehubs.

1.4. “D-Cinema” means Digital Cinema which uses digital technology to distribute and project

motion pictures.

1.5. “Effective Date” means the date on which the Licensee shall have transmitted an executed

copy of this Agreement to D-BOX as instructed herein.

1.6. “Exhibitor” means a person or entity operating a movie theater presenting MFX-enabled films

in the Territory. A list of Exhibitors as of the Effective Date is set forth in Schedule 2 attached hereto (it being

understood that such list may change during the Term of this Agreement).

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1.7. “Fees” means any allocation of admissions upcharge or of the D-BOX Premium, rebates,

bonuses or similar compensation of value or any other fees paid and other considerations including options,

warrants or equity interests in D-BOX, in each case as may be directly or indirectly paid by or on behalf of D-

BOX to (or retained by) any licensee, content distributor or other user of the D-BOX Motion Code and/or the

D-BOX Equipment (including, without limitation other studios whose motion pictures are utilized in

connection with the D-BOX Motion Code and/or D-BOX Equipment).

1.8. “MFX” means „Motion FX‟, a term used by D-BOX to designate motion effects that are

encoded in movies through the D-BOX Motion Code and transmitted via special equipment such as the D-

BOX Equipment.

1.9. “Product” means a DCP that consists of the applicable Film incorporating its corresponding

D-BOX Motion Code.

1.10. “Territory” means the countries in which there are auditoriums with commercial installations

of D-BOX Equipment (it being understood that nothing herein shall limit Section 5.4).

2. FILMS.

2.1. Subject to the terms of this Agreement, Sony shall theatrically release each of the motion

pictures listed as a Film below for presentation in an MFX-enabled manner. For purposes hereof, the “Films”

shall be the MFX-enabled presentation of each of the following (and the MFX-enabled presentation of each of

the following shall be a “Film”): (i) “The Amazing Spider-Man 2;” (ii) “The Equalizer;” and (iii) the currently

untitled motion picture known as the 2014 Brad Pitt/David Ayer Project (currently known, for internal

purposes only, as “Fury”). Notwithstanding anything to the contrary contained in this Agreement, the parties

acknowledge that (A) all bookings of any Film are subject to Section 5.4 and (B) Sony may not have all

theatrical distribution rights in all portions of the Territory and Sony shall have no obligations hereunder with

respect to any portions of the Territory for which it does not control all theatrical distribution rights.

2.2. For the avoidance of doubt, Sony‟s obligations with respect to each Film shall be non-

exclusive. Sony shall be entitled, in its unfettered discretion, to release the motion pictures that are being

presented as Films in any and all formats, presentations, etc. that Sony may choose, including without

limitation formats and/or presentations that may be considered to be similar to, or competitive with, MFX-

enabled presentations and/or the Products hereunder.

3. LICENSE GRANT.

3.1. Subject to the terms of this Agreement, D-BOX hereby grants to Licensee the non-exclusive,

non-transferable, worldwide, royalty-free, fully paid-up right to use, reproduce, copy, and display the D-BOX

Motion Code for each Film and to manufacture or have manufactured, market, distribute, and otherwise exploit

Products incorporating the D-BOX Motion Code in binary format only. Licensee shall not have the right (i) to

modify the D-BOX Motion Code in any way, (ii) to translate or make derivative works of the D-BOX Motion

Code (other than for the manufacture of Products incorporating the D-BOX Motion Code as provided herein),

or (iii) to market, distribute, sell or license the D-BOX Motion Code as a standalone product. All rights not

expressly granted herein to Licensee are retained by D-BOX.

3.2. In each Product, at no cost to Sony, D-BOX may include the D-BOX Motion Code logo or a

mention of D-BOX Motion Code support (in each case in a form, substance and placement to be reasonably

approved by Sony) within the credits of the Film. See Schedule 1 attached hereto for the list of logos and

trademarks.

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3.3. Licensee may not sublicense the rights granted herein, except that Licensee may sublicense its

rights in connection with having the Products developed, manufactured or assembled for it by third parties, and

may grant usage right of the D-BOX Motion Code to Exhibitors in connection with the use of (and only as

component of) the Products. All of the foregoing licenses entered into as of the date of any termination of this

Agreement shall continue in effect after such termination. Licensee and its affiliates may distribute the

Products through its distribution channels.

4. WARRANTY AND DISCLAIMER.

4.1. D-BOX represents, warrants and covenants that the D-BOX Motion Code (including any

trademarks associated thereto) does not and shall not infringe on the trademarks, patents or any other

intellectual property rights or proprietary rights of any third party. D-BOX further represents, warrants and

covenants that the services provided by or on behalf of D-BOX hereunder (including, without limitation, the

services provided pursuant to Section 6 of this Agreement do not and shall not infringe on the trademarks,

patents or any other intellectual property rights or proprietary rights of any third party.

4.2. Except for the express warranty stated in Section 4.1, D-BOX does not extend any other

warranty, either express or implied.

4.3. D-BOX will defend and fully indemnify Licensee against any third party claim or action

(including, without limitation, any reasonable legal fees and expenses) to the extent that (i) the claim or action

relates to the use or possession of any D-BOX Motion Code, any D-BOX Equipment, any services rendered

hereunder or any portion of any of the foregoing and alleges, directly or indirectly that any of the foregoing

infringes the intellectual property rights of any third party (a “IPR Claim”) (other than to the extent such

infringement is caused by a breach of this Agreement on the part of Sony) or (ii) any third party asserts

personal injury, death or property damage caused by or as a result of using the D-BOX Equipment and/or

otherwise resulting from the MFX presentation of any Film. In the event the D-BOX Motion Code, any D-

BOX Equipment or any services rendered hereunder (or any portion of such items) becomes the subject of an

IPR Claim or if a court judgment is made that the D-BOX Motion Code, the D-BOX Equipment and/or any

services rendered hereunder (or any portion of such items) does infringe the intellectual property rights of any

third party, or if the use or licensing of the D-BOX Motion Code, the D-BOX Equipment and/or any services

rendered hereunder (or any portion of such items) is restricted, then D-BOX shall, at its sole expense and

discretion, either (i) obtain for Licensee the right to continue use of the D-BOX Motion Code, the D-BOX

Equipment and/or any services rendered hereunder (or any portion of such items), or (ii) replace or modify the

D-BOX Motion Code , the D-BOX Equipment and/or any services rendered hereunder (or any portion of such

items) so that it becomes non-infringing without compromising its functionality or intended MFX experience,

or (iii) if (i) and (ii) prove commercially unfeasible, terminate this license.

4.4. Sony will defend and fully indemnify D-BOX against any third party claim or action

(including, without limitation, any reasonable legal fees and expenses) to the extent that the claim or action

arises from a claim alleging that the Materials (as separate and distinct from any Product or the creation or

exhibition of any Product) when used by D-BOX in strict accordance with this Agreement infringe upon the

trade name, trademark, copyright, music synchronization, literary or dramatic right or right of privacy of any

claimant or constitutes a libel or slander of such claimant (other than to the extent such claim or infringement is

caused by a breach of this Agreement on the part of D-BOX).

4.5. In the event that a patron seeks a full refund from Exhibitor of his or her admission ticket(s)

paid for any Film (not just the amount of the D-BOX Premium (as defined below)) due to the malfunctioning

of the D-BOX Equipment (as opposed to other equipment at the auditorium) or general dissatisfaction with the

MFX experience (which, in each case, will be evidenced by Exhibitor reports provided to D-BOX), D-BOX

shall pay to Sony within thirty (30) days after the last exhibition of the Film in D-BOX Motion Code (at the

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applicable theater) an aggregate amount in cash equal to (i) fifty percent (50%) of the price of each such

refunded admission ticket (excluding the D-BOX Premium), (ii) plus Sony‟s share of the D-BOX Premium for

each such ticket (i.e., forty percent (40%), or forty-three percent (43%), as applicable, of the D-BOX Premium

(in each case, subject to Section 7.4)). The parties acknowledge that the foregoing payment represents a

reasonable approximation of the damages suffered by Sony. For the avoidance of doubt, in portions of the

Territory outside of the United States and Canada (where Sony collects amounts from Exhibitors and pays a

portion of the D-BOX Premium to D-BOX), Sony may elect to withhold the foregoing amounts from amounts

otherwise payable by Sony to D-BOX.

4.6. Each party represents and warrants that it has all requisite power and authority to execute and

deliver this Agreement and to perform each of its covenants and obligations set forth herein.

5. OWNERSHIP; TRADEMARKS.

5.1. Licensee agrees not to reverse assemble, reverse compile or otherwise reverse engineer the D-

BOX Motion Code, in whole or in part. Licensee agrees that it has no right to create any derivative work based

on the D-BOX Motion Code other than as contemplated by this Agreement.

5.2. Subject to the terms of this Agreement, D-BOX hereby grants to Licensee a royalty-free, fully

paid-up, worldwide, non-exclusive license to use the “D-BOX” and the MFX-related trademarks and logos, as

applicable, in connection with the license and promotion of the D-BOX Motion Code and the manufacture and

use of the Products. The benefits from all use of such trademarks shall inure to D-BOX. The use of the

trademarks shall conform with all trademark specifications and guidelines of D-BOX (which shall be provided

to Sony in writing and sufficiently in advance to enable compliance with respect to each Film). Sony shall

designate, whenever appropriate, that the trademarks are trademarks (or registered trademarks, as applicable) of

D-BOX. See Schedule 1 attached hereto for a list of such trademarks and logos.

5.3. All right, title and interest in and to all copyrights and trademarks relating to any and all

materials furnished by, or on behalf of, Sony (collectively, the “Materials”) in connection with this Agreement

will remain the exclusive property of Sony (as between Sony and D-BOX) and D-BOX covenants and agrees

that it will have no interest in or claim to any Materials or to any of the copyrights, trademarks and/or other

intellectual property rights associated therewith. Except for D-BOX‟s pre-existing trademarks, copyrights and

the D-BOX Motion Code incorporated into any Product (but not the Materials relating to the Product), Sony

shall own the copyright and all other proprietary rights in any and all derivative works of or related to the

Materials. Sony retains the sole and exclusive copyright in any and all Materials and nothing herein shall be

deemed to be a license to D-BOX to use any such materials in any manner other than in accordance with this

Agreement without the express prior written approval of Sony.

5.4. The distribution plan and release pattern for the theatrical release of each Film shall be

determined by Sony in its sole business determination, it being understood that all theater bookings (and the

terms and conditions of such bookings) shall be determined and negotiated exclusively by Sony in its unilateral

judgment. Without limiting the generality of the foregoing, Sony shall not be obligated to book at any or all of

the theaters listed in Schedule 2 (as such schedule may be supplemented).

5.5. The terms of this Agreement shall be held in the strictest confidence by Sony and D-BOX and

neither party shall disclose the terms of this Agreement to any person except as required in order to carry out

the terms hereof or as required by law. The parties may issue a joint press release regarding the entry into, and

the general relationship contemplated by, this Agreement. For the avoidance of doubt, such press releases, as

well as any other press releases proposed by either party and which mentions the other, shall be subject to prior

review and approval of both parties, not to be unreasonably withheld or delayed (it being understood that Sony

may seek filmmaker and/or other stakeholder approval as a condition to Sony‟s approval and that such

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filmmaker and/or stakeholder approval may be given or withheld in the sole discretion of the persons form

whom such approval is sought). However, D-BOX agrees that prior to the public release of a Product by Sony,

D-BOX will not mention such Product in any press release or other public statement without the prior consent

of Sony, unless such disclosure is required by law, or the rules of any stock exchange on which D-BOX‟s

shares or those of any of D-BOX's affiliates or subsidiaries are listed and provided that D-BOX promptly

notifies Licensee in advance in writing (unless legally prohibited) and, subject to any overriding legal duty,

cooperates with Sony regarding the timing and content of such disclosure.

5.6. Sony agrees to perform the following co-marketing activities in connection with each Product:

(i) Sony will use reasonable efforts to include references to the theatrical release of such Product on Sony‟s

page for the applicable motion picture on Facebook and on Sony‟s Twitter account for the applicable motion

picture (it being understood that Sony will use reasonable efforts to include a reference on each of Facebook

and Twitter both during the week before the applicable Film‟s initial theatrical release and during the week of

the applicable Film‟s theatrical release); and (ii) Sony shall include the D-BOX logo and appropriate Sony-

approved D-BOX-related company information below the fold on the partner subpage, if any, of Sony‟s

immersive website or landing page for the applicable motion picture. The actual text of the aforementioned

references shall be as determined by Sony in good faith, it being understood that the references will, subject to

any text limitations, generally be along the lines (in tone and feel) of what was done by Sony for D-BOX (on

each of Facebook and Twitter) in connection with the MFX presentation of the motion picture entitled “The

Amazing Spider-Man.” For the avoidance of doubt, the foregoing co-marketing activities are non-exclusive

and nothing in this Agreement shall in any way, directly or indirectly, affect Sony‟s rights to market or promote

any motion picture and/or any Film in any manner that Sony may determine in its sole and absolute discretion.

5.7. Subject to the remainder of this Section 5.7 and with the approval of the applicable Exhibitor

(sought by D-BOX), D-BOX may place a lobby kiosk in each supporting theater to show a MFX version of a

clip, if any, provided and approved by Sony expressly for the purposes described in this Section 5.7. Any such

clip shall be used solely to promote the upcoming or current availability of the applicable Product at the

applicable Auditorium located at such theater. There will be no broadcast of any such clips whatsoever. D-

BOX will not at any time, use, exploit, distribute, exhibit, broadcast, rebroadcast or license or authorize any

other party to use the clips, or any part or portion thereof, (i) in any form of "theatrical" or "non-theatrical"

exhibition as each such term is commonly understood in the entertainment industry; (ii) in any form or version

of “television” or "pay television" as such term is commonly understood in the entertainment industry; or any

form or version of audio-visual devices, now known or hereafter devised. Any use of any clips provided by

Sony shall be subject to all additional restrictions and limitations specified by Sony (including, without

limitation, limitations regarding period of use). Notwithstanding anything to the contrary contained herein (and

without in any way broadening any of D-BOX‟s rights to use the applicable clip), D-BOX shall ensure that any

use of any clips ceases immediately upon instructions from Sony (regardless of whether Sony originally

indicated that the clip would be available for a longer time).

6. DELIVERABLE AND PRODUCTION SCHEDULE.

6.1. Sony (i) will provide D-BOX with the proper Materials to create each Product, which

Materials shall as set forth in Schedule 3 attached hereto, and (ii) unless the parties otherwise specifically

agree, use reasonable efforts to provide such Materials at least twenty (20) days in advance of the applicable

Film‟s earliest national release date (it being understood that, if Sony does not provide such Materials within

this timeframe, the parties will work together and use reasonable efforts to develop a deliverables schedule that

enables the applicable Product to be created in time for its initial release date).

6.2. At no cost to Sony, D-BOX will use reasonable efforts to create a Product for Sony‟s initial

review (at D-BOX‟s Los Angeles facility) no more than seven (7) days after the provision of the Materials to

D-BOX. Sony will then provide D-BOX with feedback within three (3) business days of its review of the

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initial version of the Product. D-BOX, in turn, will, by the next business day following Sony‟s provision of the

aforementioned feedback provide a revised Product that reflects Sony‟s feedback and make such revised

Product available for Sony‟s review. If Sony does not approve the initial revised Product, the process

described above shall be repeated until the Product is approved. Within one (1) business day after Sony‟s

approval of the revised Product, D-BOX will provide to Sony (or if instructed by Sony, to Sony‟s designated

duplication and delivery vendor (which vendor will, except as otherwise agreed by the parties, be Deluxe

Digital)) (A) a version of the approved Product that is ready for duplication and delivery to theaters, and (B)

the applicable D-BOX Motion code as a .BWF file. Notwithstanding anything to the contrary contained

herein, in no event will any Product be duplicated, delivered to theaters or released absent Sony‟s final

approval of such Product. In addition to the foregoing, to the extent a Product will be released in multiple

territories and more than one version of the Product is necessary in order to service such territories (e.g., a

different version is necessary as a result of added or deleted scenes in various territories, so-called censor‟s

cuts, etc.), D-BOX will create territory-specific versions of the D-BOX Motion Code for each applicable

Product (which territory-specific D-BOX Motion Code shall be created at no cost to Sony). Except as

described below, Sony shall be responsible for the costs of incorporating the applicable D-BOX Motion Code

into the DCP for the applicable Products (i.e., wrapping costs). The parties will use reasonable efforts to

incorporate into Sony‟s DCP mastering work flow steps to incorporate the applicable D-BOX Motion Code for

each Film as contemplated hereby. Notwithstanding the foregoing, however, in the event that Sony provides

the Materials related to any versions of the applicable Product at least twenty (20) days in advance of the

applicable Film‟s earliest national release date (or such later date as may be agreed upon by the parties) and

provides feedback and approvals in a reasonable period of time as contemplated hereby, but the D-BOX

Motion Code is not finalized and ready to be incorporated in the DCP for the applicable Product, D-BOX shall

be responsible for the costs of incorporating the applicable D-BOX Motion Code into the DCP for the

applicable Products (i.e., wrapping costs). In all cases, where D-BOX does not timely perform its obligations

(including the timely provision of versions of the Product for Sony‟s review) and, as a result, Sony incurs

additional costs to expedite the shipping of the Product to any Exhibitor, D-BOX shall reimburse Sony for any

documented expenses incurred for such expedited delivery.

6.3. As part of the foregoing review process, Sony shall be given the opportunity to demo the

Product and provide input and approvals. Sony shall exercise all reviews and approvals hereunder in a good

faith manner and through its designees, Rory Bruer (rory_bruer@spe.sony.com), John Naveira

(john_naveira@spe.sony.com), Vincent Scotti (vincent_scotti@spe.sony.com), Russ Paris

(russ_paris@spe.sony.com), Paul Stapley-Tovey (paul_stapley-tovey@spe.sony.com), Brad Word

(brad_word@spe.sony.com), Jonathan Gordon (jonathan_gordon@spe.sony.com), Quang Do

(quang_do@spe.sony.com), and/or Scott Sherr (scott_sherr@spe.sony.com), which designees may be updated by

written notice from Sony.

7. ALLOCATION AND PAYMENT OF D-BOX PREMIUM.

7.1. For the avoidance of doubt, all licensing and other terms and conditions related to portions of

box office receipts other than the D-BOX Premium, shall be negotiated bilaterally between Sony and the

applicable Exhibitors and shall be subject to the mutual agreement of Sony and each applicable Exhibitor. For

purposes hereof, the “D-BOX Premium” means the amount of box office receipts representing the up-charge

over and above the cost of a general admission ticket that Exhibitors charge for the MFX experience of the

Film, net only of legally required admissions taxes that are actually paid.

7.2. With respect to the portion of the Territory comprised of the United States and Canada, Sony

shall be entitled to a percentage of the D-BOX Premium that is equal to the Sony Percentage. For purposes

hereof, the “Sony Percentage” shall, subject to Section 7.4, be: (i) for the Film comprised of The Amazing

Spider-Man 2, forty-three percent (43%) of the D-BOX Premium; and (ii) for the other Films, forty percent

(40%) of the D-BOX Premium. Sony shall collect the Sony Percentage of the D-BOX Premium directly from

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D-BOX and the applicable Exhibitor as follows: (a) for the Film comprised of The Amazing Spider-Man 2,

Sony shall collect thirty-four percent (34%) of the D-BOX Premium from the Exhibitor and nine percent (9%)

of the D-BOX Premium from D-BOX; and (b) for the other Films, Sony shall collect thirty-four three percent

(34%) of the D-BOX Premium from the Exhibitor and six percent (6%) of the D-BOX Premium from D-BOX.

In connection with the foregoing, D-BOX acknowledges and agrees that it has notified and instructed each

Exhibitor in the United States and Canada that Sony is to receive from such Exhibitor an amount equal to

thirty-four percent (34%) of the D-BOX Premium collected by such Exhibitor and D-BOX shall use reasonable

efforts to ensure that such Exhibitor remits funds as instructed in accordance with this Agreement. For the

avoidance of doubt, the Sony Percentage will be calculated based on the aggregate amount of the D-BOX

Premium charged and collected by Exhibitors (using, where practical, the reports described in Section 7.6, as

such reports may be adjusted to account for errors, as the basis for calculations). D-BOX shall pay its portion

of the Sony Percentage to Sony within forty-five days following Sony‟s submission of an invoice to D-BOX,

which invoice will be prepared (based, where practical, on the reports described in Section 7.6, subject to

adjustments to account for errors) after the last exhibition that is part of the initial theatrical release of the

applicable Film in the United States and Canada.

7.3. With respect to portions of the Territory outside the United States and Canada, except as

otherwise mutually agreed in writing, Sony will pay to D-BOX the D-BOX Percentage of the D-BOX

Premium, to the extent Sony has collected the applicable D-BOX Premium from the applicable Exhibitors. For

purposes hereof, the “D-BOX Percentage” shall, subject to Section 7.4, be: (a) for the Film comprised of The

Amazing Spider-Man 2, seven percent (7%) of the D-BOX Premium; and (b) for the other Films, ten percent

(10%) of the D-BOX Premium. Sony shall pay the D-BOX Percentage to D-BOX within forty-five (45) days

following D-BOX‟s submission of an invoice to Sony, which invoice will be prepared on a country-by-country

basis (based, where practical, on the reports described in Section 7.6, subject to adjustments to account for

errors) promptly after the last exhibition that is part of the initial theatrical release of the applicable Film in the

applicable country. In connection with the foregoing, D-BOX acknowledges and agrees that it has notified and

instructed each applicable Exhibitor that such Exhibitor is to negotiate all licensing and other terms and

conditions related to box office receipts (including, without limitation, terms and conditions related to the D-

BOX Premium) bilaterally between such Exhibitor and Sony. Notwithstanding the foregoing, Sony will not be

responsible to pay any amounts, directly or indirectly, due to D-BOX under this Section 7.3 that are not, after

reasonable collection efforts, paid by the applicable Exhibitor.

7.4. With respect to the portion of the Territory comprised of the United States and/or Canada, D-

BOX will ensure that each Product is guaranteed, and receives, a two-week run (commencing on the applicable

Product‟s national release date in the applicable country) at each theater at which it is Booked, which two-week

run is exclusive as to all other MFX-enabled films or products that have yet to be widely theatrically released

(i.e., no other featured motion pictures that are MFX-enabled and are in their initial theatrical release are

exhibited on the applicable screens during such two-week period); provided, however, that for, and only for,

the Film described in Section 2.1 as the 2014 Brad Pitt/David Ayer Project, the aforementioned two-week

guaranteed exclusive run, shall be a one-week guaranteed exclusive run (the “P/A Exception”). In such

portion of the Territory, to the extent a Product fails to receive such a two-week exclusive run (or, in the case

of the P/A Exception, the guaranteed one-week exclusive run) at any auditorium of any Exhibitor, then, as

applicable, Sony Percentage shall be increased by two percent (2%) or the D-BOX Percentage shall be

decreased by two percent (2%), in each case, only with respect to the applicable auditoriums and/or Exhibitors.

In addition to the foregoing, with respect to the portions of the Territory outside of the United States and

Canada, D-BOX will use reasonable efforts to ensure that each Product is guaranteed, and receives, a two-week

run (commencing on the applicable Product‟s national release date in the applicable country) at each theater at

which it is Booked, which two-week run is exclusive as to all other MFX-enabled films or products that have

yet to be widely theatrically released (i.e., no other featured motion pictures that are MFX-enabled and are in

their initial theatrical release are exhibited on the applicable screens during such two-week period). In such

portions of the Territory, to the extent D-BOX fails to use such efforts and a Product fails to receive such a

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two-week exclusive run at any auditorium of any Exhibitor, then, as applicable, Sony Percentage shall be

increased by two percent (2%) or the D-BOX Percentage shall be decreased by two percent (2%), in each case,

only with respect to the applicable auditoriums and/or Exhibitors. For the avoidance of doubt, there is no P/A

Exception in connection with portions of the Territory that are outside the United States and Canada. This

Section 7.4 is based on the schedule of theatrical releases for the each Film in each country in the Territory in

place as of the date hereof as set forth in Schedule 4 hereto. If a scheduling change by Sony causes D-BOX to

be in default under this Section 7.4 with respect to any country in the Territory, then no adjustment of the D-

BOX Percentage shall apply with respect to the applicable default.

7.5. All amounts payable hereunder shall be paid in United States Dollars. With respect to amounts

remitted from territories outside the United States, Sony or D-BOX, as applicable, will use the applicable

exchange rate between the applicable currency and the United States Dollar on the date of release in the

applicable country, as published as the "interbank +/- 0%" "bid/sell" rate as reflected on the Currency

Converter page at www.oanda.com for the applicable conversion date and currency (and if such currency

converter and/or website is no longer available, the exchange rate between such currencies as published by

such other internationally recognized financial reference source as may be mutually agreed upon by the parties,

each acting in its reasonable discretion).

7.6. D-BOX shall provide to Sony reasonably detailed reports showing admission and other

information for each Film, which reports will be in the form attached hereto as Exhibit A-1, A-2 and/or A-3,

and shall contain the information required by such form. For the United States and Canada, such reports shall

be provided within ten (10) days following the end of the month in which the final D-BOX presentation of the

applicable Film in such Film‟s initial theatrical release in the United States or Canada occurs (e.g., if such final

presentation were to occur on March 20, 2014, the report would be provided on or before April 10, 2014). For

countries in the Territory other than the United States and Canada, such reports shall be provided, on a country-

by-country basis within ten (10) days following the end of the month in which the final D-BOX presentation of

the applicable Film in such Film‟s initial theatrical release in the applicable country. D-BOX will use all

commercially reasonable efforts to ensure that such reports are as accurate and as timely as possible as well as

to correct any systematic problems related to such reports. Sony acknowledges that, so long as D-BOX uses

such efforts, errors in the reports shall not, in and of themselves, be breaches of this Agreement (it being

understood that appropriate supplemental reports, adjustments, credits, refunds, supplemental invoices, etc. will

be used to correct any errors that may be discovered). Additionally, D-BOX hereby agrees to provide to Sony

(i) the Exhibitor logs relating to the Film that are electronically compiled by D-BOX (or otherwise provided to

D-BOX by Exhibitor) and (ii) the dollar amount of the D-BOX portion of the D-BOX Premium (whether or not

actually collected), it being understood that such logs are generated by the D-BOX Equipment as opposed to

the point-of-sale systems.

8. MOST FAVORED TERMS.

D-BOX (A) represents, warrants and covenants that the Fees provided to Sony (whether by payment to

Sony or, as contemplated by Section 7.3 (or other mechanism), retained by Sony) are, and will be, no less than

any Fees that D-BOX has offered, offers or has otherwise provided to another licensee that is a studio or

distributor whose motion pictures have been utilized in connection with the D-BOX Motion Code at any time

in the past and/or at any time during the Term and (B) covenants that, with respect to all portions of the

Territory other than the Excluded Countries (as may be specified by Sony from time-to-time), the Fees

provided to Sony (whether by payment to Sony or, as contemplated by Section 7.3 (or other mechanism),

retained by Sony) will be, no less than any Fees that D-BOX has offered, offers or has otherwise provided to

another licensee that is a Major US Studio whose motion pictures have been utilized in connection with the D-

BOX Motion Code during the Term. In the event that (other than with respect to any countries that Sony

notifies D-BOX should be excluded from this obligation), D-BOX offers or provides Fees or allocations to any

other licensee that would be a breach of the Covenant in (B) above, D-BOX shall offer to Sony such additional

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Fees and/or increase Sony‟s allocation of the D-BOX Premium applicable to the Film and any other Sony films

that are made subject to this Agreement, effective as of the Effective Date. With respect to Sony‟s share of the

D-BOX Premium that is adjusted retroactively, such incremental increase shall be paid in cash by D-BOX to

Sony within thirty (30) days of the Effective Date, Sony shall have the right to engage an independent auditor

to audit D-BOX to verify D-BOX‟s compliance with Section 7 and this Section 8, and such right will include

the right for Sony‟s auditor‟s to review other agreements entered into by D-BOX (with appropriate

confidentiality obligations to ensure that Sony is not provided with the identity of the licensees or distributors

receiving the applicable Fees or allocations). For purposes hereof, “Major US Studio” means Universal City

Studios LLP, Warner Bros. Entertainment Inc., Sony, Twentieth Century Fox Film Corporation, Paramount

Pictures Corporation, The Walt Disney Company, and Lions Gate Entertainment Corp, each taken together

with its respective affiliates and its authorized agents or their respective successors (so long as such agency

extends to distribution matters).

9. SECURITY.

9.1. D-BOX shall employ all necessary and commercially reasonable security measures to protect

the Materials provided by Sony to D-BOX hereunder against theft and unauthorized use. D-BOX

acknowledges the paramount importance to Sony‟s business of secure storage and delivery of the Materials.

D-BOX shall take and maintain such additional security measures as Sony, acting reasonable and in

consultation with D-BOX, determines are necessary to comply with D-BOX‟s obligations hereunder and in

accordance with the security protocol generally implemented by Deluxe Digital Media Management, Inc.

(“Deluxe”) for the purpose of protecting Sony property in its possession, including, without limitation,

assigning Sony-designated security personnel to monitor the Materials at any and all times prior to the Release

Date. Sony‟s designated security personnel shall be Josh Farrar (Josh_farrar@spe.sony.com; 310-244-5516).

D-BOX acknowledges and agrees that all work performed by D-BOX to create the Product shall take place at

the Deluxe premises located at 6721 Romaine Street, Hollywood, CA 90038. Sony shall have the right during

business hours on twenty-four (24) hours‟ notice at any time during the Term to inspect the foregoing premises

and the D-BOX‟s facilities for the purpose of confirming D-BOX‟s compliance with this section.

9.2. D-BOX shall adhere to all reasonable and generally applicable Sony policies and guidelines,

which are communicated to D-BOX in writing, applicable to the storage and shipment of Materials by Sony

and its personnel and other vendors and service providers to Sony and its motion picture affiliates. Materials

shall be accounted for from time of shipping to delivery. In the United States and Canada only, D-BOX shall

use only bonded couriers.

9.3. In addition, D-BOX shall restrict access to Materials only to D-BOX employees who must be

given access to such materials to perform their normal or necessary service, quality control, managerial,

administrative, accounting, shipping, vault services or storing functions or otherwise necessary to render the

services to be performed by D-BOX hereunder.

9.4. All public entrances to facilities containing the Materials shall be alarmed; video cameras shall

cover access to areas containing Materials, with video recordings retained for a minimum of thirty (30) days;

and procedures will be in place such that doors to shipping and receiving docks shall be closed and locked

when not actively shipping or receiving products. Materials shall be accounted for from time of receipt

through final disposition; visitors who are not authorized to have access to the Materials shall be escorted by D-

BOX employees as necessary during visits to comply with D-BOX obligations under this Agreement. Visitor

logs shall be maintained at such facilities, and stored for not less than the Term of this Agreement. D-BOX

shall adhere to reasonable Sony guidelines, which are communicated to D-BOX in writing, for the destruction

of Materials.

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10. NO CONSEQUENTIAL OR OTHER DAMAGES; LIABILITY LIMITATION.

Except for willful misconduct, any indemnification obligations set forth in this Agreement, fraud, or gross

negligence, under no circumstances shall either party be liable for any special, indirect, incidental, or consequential

damages of any kind or nature whatsoever arising out of or in any way related to this agreement, the D-BOX Motion

Code, any products, any works, or the use or inability to use any products.

11. TERM AND TERMINATION.

11.1. This Agreement shall be remain in force from the Effective Date through the date that is six

months after the initial theatrical release date in the Territory for the Film with the latest initial release date in

the Territory (the “Term”), unless and until terminated earlier in accordance with the terms of this Section 11.

11.2. This Agreement may be terminated by either party, immediately upon written notice to the

other party, if such other party is in material breach of its obligations under this Agreement and fails to cure

such default within thirty (30) days after written notice thereof to such other party.

11.3. Sections 4, 4,1, 4.3, 4.4, 4.6 and 9 through 12 shall survive any termination of this Agreement.

Nothing in this section will be deemed to limit either party‟s rights or claims which have accrued prior to

expiration or termination.

12. GOVERNING LAW AND JURISDICTION; MISCELLANEOUS.

12.1. This Agreement shall be governed by and interpreted in accordance with the laws of the State

of New York and the laws of the United States applicable therein. The Parties agree that any disputes

regarding their respective rights and obligations hereunder shall be settled by binding arbitration in accordance

with the Commercial Arbitration Rules of the American Arbitration Association, which arbitration shall be

held in New York, NY. D-BOX shall not seek to enjoin or be entitled to an injunction to enjoin Sony‟s

distribution of any motion picture or any Film for any reason, including any purported breach of this

Agreement. D-BOX agrees that its remedies with respect to an action arising out of or related to this

Agreement shall be limited to seeking only damages.

12.2. All license rights granted under or pursuant to this Agreement by D-BOX to Licensee are, and

shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code (the “Code”),

licenses of rights to “intellectual property” as defined under Section 101 of the Code. The parties acknowledge

and agree that Sony, as a licensee of such rights under this Agreement, shall retain and may fully exercise all

rights and elections, and receive any and all benefits, under the Code.

12.3. If for any reason a court of competent jurisdiction finds any provision of this Agreement

invalid or unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible

and the other provisions of this Agreement will remain in full force and effect.

12.4. The failure by either party to enforce any provision of this Agreement will not constitute a

waiver of future enforcement of that or any other provision.

12.5. All notices required or permitted under this Agreement will be in writing and delivered by

confirmed facsimile transmission, by courier or overnight delivery services, or by certified mail, and in each

instance will be deemed given upon receipt. All communications will be sent to the addresses set forth below

or to such other address as may be specified by either party to the other in accordance with this Section. Either

party may change its address for notices under this Agreement by giving written notice to the other party by the

means specified in this Section.

- 11 -

12.6. The parties to this Agreement are independent contractors and this Agreement will not

establish any relationship of partnership, fiduciary, joint venture, employment, franchise, or agency between

the parties. Neither party will have the power to bind the other or incur obligations on the other‟s behalf

without the other‟s prior written consent.

12.7. This Agreement constitutes the complete and exclusive understanding and agreement between

the parties regarding its subject matter and supersedes all prior or contemporaneous agreements or

understandings, written or oral, relating to its subject matter. Any waiver, modification or amendment of any

provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of

both parties.

12.8. This Agreement may be executed in counterparts, each of which will be deemed an original,

but all of which together will constitute one and the same instrument.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement:

D-BOX:

D-BOX TECHNOLOGIES INC.

By: ________________________

Name: Claude Mc Master

Title: President and CEO

Address: 2172 rue de la Province, Longueuil,

Québec Québec, Canada J4G 1R7

Fax: (450) 442-3230

Sony:

SONY PICTURES RELEASING CORPORATION

By: ________________________

Name:

Title:

SONY PICTURES RELEASING INTERNATIONAL

CORPORATION

By: ________________________

Name:

Title:

COLUMBIA PICTURES INDUSTRIES, INC.

By: ________________________

Name:

Title:

For noticing purposes hereunder:

Sony Pictures Releasing Corporation

Columbia Pictures Industries, Inc.

10202 W. Washington Blvd.

Culver City, CA 90232

Attention: Senior Vice President of Digital Cinema

Operations (currently, Scott Sherr, Jimmy Stewart Building)

Phone: * (310) 244-4727

Fax: (310) 244-1470

Email: * scott_sherr@spe.sony.com

With a copy to:

Sony Pictures Entertainment

Office of General Counsel

10202 W. Washington Blvd.

Culver City, CA 90232

Attention: Legal Department Representative (currently, Eric

Gaynor)

Telephone: * 310-244-8302

Facsimile: 310-244-0510

Email: * eric_gaynor@spe.sony.com

*NOTE: Telephone and email contact information is provided

for convenience only. Notices may not be given

telephonically or by email.

IMPORTANT: The parties agree to transmit signed counterparts of this Agreement by fax or email to D-BOX. The date

of transmission of the last signed copy will become the Effective Date of the Agreement.

[Signature Page to the License Agreement between D-BOX and

Sony Pictures Releasing Corporation and Columbia Pictures Industries, Inc.]

Schedule 1

LOGO AND TRADE-MARK(Ref s.3.2 and 5)

Logo:

Trade-Mark: “D-BOX MOTION CODETM

”

Trade-Mark: “LIVE THE ACTIONTM

”

Schedule 2

Account Name Chain Country

2757-3575 Quebec Inc. Carrefour du Nord Canada

Aeon Entertainment Co. Ltd Aeon Cinema Japan

Ak-Chin Indian Community UltraStar Cinemas United States

Ambassador Theatres Ambassador Taiwan

Anaheim Cinema Group Inc. UltraStar Cinemas United States

Bryan Premiere Cinema, L.P. Premiere Cinemas United States

Burleson Premiere Cinema, LLC Premiere Cinemas United States

Camera Cinemas at the Pruneyard LP Camera Cinemas United States

CanAm Theatres MOA, LLC Theatres Mall of America United States

Carmike Cinemas, Inc. Carmike United States

CH Canton, LLC Emagine Entertainment United States

CH Novi, LLC Emagine Entertainment United States

Cinelux Theatres Morgan Hill, LLC Cinelux United States

Cinelux Theatres Scotts Valley, LLC Cinelux United States

Cinéma Beloeil Inc. Cinéma Beloeil Canada

Cinema Hollywood, LLC Emagine Entertainment United States

Cinéma RGFM Drummondville Inc. Les cinémas RGFM Canada

Cinema West, LLC Cinema West United States

Cinemark Chile S.A. Cinemark Chile

Cinemark Colombia S.A.S. Cinemark United States

Cinemark Peru S.R.L. Cinemark United States

Cinemark USA, Inc. Cinemark United States

Cineplex Entertainment LP Cineplex Canada

Cineworld Cinemas Limited Cineworld Cinemas United Kingdom

Cobb Theatres III, LLC Cobb Theatres United States

DC Apple Valley Cinema, LLC Digiplex United States

DC Lisbon Cinema, LLC Digiplex United States

DC Mission Marketplace Cinema, LLC Digiplex United States

DC Mission Valley Cinema, LLC Digiplex United States

DC Poway Cinema, LLC Digiplex United States

DC Surprise Cinema, LLC Digiplex United States

Dcinex Benelux B.V. JT Bioscopen Netherlands

DCinex Czech Republic S.R.O.

Czech Republic

Dcinex Deutschland GmbH

Germany

Dcinex GMBH

Austria

Dipson Theatres, Inc Dipson Theatres United States

Eastern Shores, Inc O'Neil Cinemas United States

El Paso Premiere Cinema, L.P. Premiere Cinemas United States

Epping Cinemas, LLC O'Neil Cinemas United States

Frank Theatres LLC Frank Theatres United States

Galaxy Realty, LLC Galaxy United States

Galaxy Theatres, LLC Galaxy United States

Gaumont Pathé SAS Gaumont Pathé France

Golden Village Multiplex Pte Ltd

Republic of Singapore

Goodrich Quality Theaters Inc. Goodrich Quality Theaters United States

Hanover Theater Partners, L.P. RC Theatres United States

Hoyts Cinemas (NZ) Limited Hoyts Cinema Australia

Icon Motion Pictures and Music Inc. Icon Cinema United States

Kinomax JSC Kinomax Russia

Lark International Holdings UA Cinemas Hong Kong

Larry H. Miller Theatres Inc. Megaplex Theatres United States

Les Cinémas RGFM Inc. Les cinémas RGFM Canada

Linia Kino Cinema Planeta LLC Linia Kino Ukraine

Lisbon Theaters Inc.

United States

Loeks Theatres Inc. Celebration! Cinema United States

Lubbock Noret Premiere Cinema L.P. Premiere Cinemas United States

M.I. Chuev Barguzin Russia

Marcus Cinemas of Minnesota and Illinois Inc. Marcus Theatres United States

Maya Cinemas North America, Inc. Maya Cinemas United States

Mission Marketplace Cinemas

United States

Movie Gems Inc.

United States

Northstar Partners, LLC Emagine Entertainment United States

Odeon Cinemas Limited Odeon United Kingdom

Orange Sky Golden Harvest Entertainment Company LTD Golden Harvest Hong Kong

Orlando Premiere Cinema, LLC Premiere Cinemas United States

PAO Multiplex Holding Multiplex Ukraine

RC Theatres Management Corp. RC Theatres United States

Regency Theatres Inc. Regency Theatres United States

Rio Rancho Premiere Cinema, L.P. Premiere Cinemas United States

Rotterdam Square Cinemas Inc. Zurich Cinemas United States

Royal Oak, LLC Emagine Entertainment United States

Santikos Theatres Operations LTD Santikos Theatres United States

Scottsdale Cinemas Group Inc. UltraStar Cinemas United States

ShowBiz Cinemas LLC ShowBiz Cinemas United States

Starplex Operating LLC Starplex United States

Temple Premiere Cinema, Inc. Premiere Cinemas United States

Trails Cinema Partners Moviehouse and Eatery United States

VSS-Southern Theatres LLC AmStar Cinemas United States

WF Cinema Holdings, L.P. Mann Theatres United States

Xoperus Limited Luxor Cyprus

Schedule 3

Deliverables of content from Sony shall be in the following format:

Motion JPEG A QTs @ 24fps (720 X 480) broken into reels

5.1 master BWAV files should be delivered separately written to a DVD-R

Schedule 4

Release Dates

Film Country & Release Date

“The Amazing Spider-Man 2” Australia: __________ ___, 2014

Austria: __________ ___,April 17, 2014

Canada: __________ ___,May 2, 2014

Chile: __________ ___,May 1, 2014

Cyprus: __________ ___, 2014

Czech Republic: __________ ___,Colombia: May 1, 2014

France: __________ ___,April 30, 2014

Germany: __________ ___,April 17, 2014

Hong Kong: __________ ___,May 1, 2014

Japan: __________ ___,April 25, 2014

Netherlands: __________ ___,April 24, 2014

New Zealand: April 17, 2014

Peru: April 24, 2014

Republic of Singapore: __________ ___,May 1, 2014

Russia: __________ ___,April 24, 2014

Slovakia: May 1, 2014

Switzerland: April 30, 2014

Taiwan: __________ ___,April 23, 2014

Ukraine: __________ ___,April 24, 2014

United Kingdom: __________ ___,April 18, 2014

United States: __________ ___,May 2, 2014

“The Equalizer” Australia: __________ ___, 2014

Austria: __________ ___,October 31, 2014

Canada: __________ ___,September 26, 2014

Chile: __________ ___,October 30, 2014

Cyprus: __________ ___, 2014

Czech Republic: __________ ___,Colombia: October 17,

2014

France: __________ ___,October 1, 2014

Germany: __________ ___,October 30, 2014

Hong Kong: __________ ___,September 25, 2014

Japan: __________ ___,October 24, 2014

Netherlands: __________ ___,September 25, 2014

New Zealand: October 23, 2014

Peru: October 30, 2014

Republic of Singapore: __________ ___,September 25,

2014

Russia: __________ ___,September 25, 2014

Slovakia: September 25, 2014

Switzerland: October 22, 2014

Taiwan: __________ ___,September 26, 2014

Ukraine: __________ ___,September 25, 2014

United Kingdom: __________ ___,October 10, 2014

United States: __________ ___,September 26, 2014

The currently untitled motion picture known as the 2014

Brad Pitt/David Ayer Project (currently known, for internal

purposes only, as “Fury”)

Australia: __________ ___, 2014

Austria: __________ ___,October 24, 2014

Canada: __________ ___,November 14, 2014

Chile: __________ ___,November 20, 2014

Cyprus: __________ ___, 2014

Film Country & Release Date

Czech Republic: __________ ___,Colombia: October 29,

2014

France: __________ ___,October 22, 2014

Germany: __________ ___,October 23, 2014

Hong Kong: __________ ___, 2014no rights

Japan: __________ ___, 2014no rights

Netherlands: __________ ___,October 23, 2014

Republic of New Zealand: November 27, 2014

Peru: November 13, 2014

Singapore: __________ ___, 2014no rights

Russia: __________ ___,October 30, 2014

Slovakia: no rights

Switzerland: October 22, 2014

Taiwan: __________ ___, 2014no rights

Ukraine: __________ ___, 2014no rights

United Kingdom: __________ ___,October 24, 2014

United States: __________ ___,November 14, 2014

EXHIBIT A

On a per Film basis, each of the reports, containing the following populated fields, shall be provided for each D-Box location, subtotaled by circuit, and for

Reports A-2 and A-3 totaled by territory

Exhibit A-1 – North America, Exhibitor Report (Please insert page break by Circuit)

Territory Exhibitor Theatre City Playdate Amt of D-Box

Upcharge (local currency)

Upcharge less applicable

admission tax

# D-Box Admissions

Upcharge (net of admission

tax) (local currency)

34% of Net Upcharge

(local curency)

Exhibit A-2 – North America, D-Box Report

Territory Exhibitor Theatre City Playdate

Amt of D-Box

Upcharge (local currency)

Upcharge less

applicable admission tax

# D-Box Admissions

Upcharge (net of

admission

tax) (local currency)

6% of Net Upcharge

(local curency)

Exchange Rate

US$

Exhibit A-3 – Outside North America, Summary Report

Territory Exhibitor Theatre City Playdate Amt of D-Box

Upcharge (local currency)

Upcharge less applicable

admission tax

# D-Box Admissions

Upcharge (net of admission tax)

(local currency)