MASTER SERVICES AGREEMENTThis MASTER SERVICES AGREEMENT (the “Agreement”) is made by and between VIDEOLOGY MEDIA TECHNOLOGIES, LLC (“VMT”), a Delaware limited liability company, VIDEOLOGY MEDIA TECHNOLOGIES B.V., a Dutch private limited liability company filed with the Trade Register of the Chamber of Commerce for Amsterdam under number 59224290, and VIDEOLOGY MEDIA TECHNOLOGIES PTE LTD, a private company limited by shares incorporated under the Companies Act (Cap.50) of Singapore (ROC No. 201322548N), on the one part (collectively “VMT”), and CRACKLE,SONY PICTURES TELEVISION INC. (“Media Company”), a Delaware corporation having its principal place of business at 10202 W. Washington Blvd., Culver City, CA 90232 and is effective as of the “Effective Date” set forth below. VMT and Media Company shall each individually be referred to as a “Party” and together constitute the “Parties.”

MEDIA COMPANY INFORMATION

COMPANYNAME:

Sony Pictures Television Inc. CLIENTCONTACT:

Joanne Lee

ADDRESS: 10202 Washington Blvd. Culver City, CA 90232

EMAIL: Joanne_lee@spe.sony.com

TELEPHONE: 310-244-5278

COMPANY NUMBER: FAX:

BANK/WIRE DETAILS

VAT/GST NUMBER:

TERM

EFFECTIVE DATE: _________________________

INITIAL TERM LENGTH: One (1) Year

GENERAL DESCRIPTION OF SERVICES PROVIDEDADVERTISING TECHNOLOGY AND PLATFORM SERVICES

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In consideration of the mutual promises contained herein, the Parties hereto agree as follows:

1. DEFINITIONS. In addition to those definitions set forth elsewhere in this Agreement, the following capitalized terms shall have the meanings set forth below:

“Ad Code” means scripts, tags, or other code provided by VMT that are designed to communicate with servers designated by VMT and request transmission from those servers of Creatives selected by VMT in its sole discretion.

“Ad Inventory” means space on, within or associated with content on Media Company’s Digital Mediathe SPT Properties or syndicated by Media Company to other third parties all as approved by VMT for the display of Creatives.

“Creative” means, as applicable, a Video Creative or Display Creative.

“Digital Media” means Media Company’s owned or controlled properties and includes the OTT Properties, Web Sites, Mobile Inventory, and any other inventory in which Internet-enabled video and/or display content may be provided to consumers for their consumption, such as smart/connected TV, gaming consoles and set-top boxes, in Media Company’s sole discretion.

“Display Creative” means a Display Advertising Creative as defined in the IAB’s Display Advertising Creative Format Guidelines.

“Impressions” means the number of times a Creative is served to, and received by, a visitor viewing Media Company’s Ad Inventory, as measured by VMT.

“Intellectual Property Rights” means all trade secrets, patents and patent applications, trademarks, service marks, trade names, copyrights (including rights in computer software), moral rights, rights in know-how and any and all renewals or extensions of the foregoing, and all other proprietary rights, and all other equivalent or similar rights which may subsist anywhere in the world, including any renewals or extensions thereof.

“Media Company Material” means all Media Company Confidential Information, Digital Media, Media Company trademarks and all other proprietary materials provided by Media Company or a Media Company affiliate to VMT hereunder.

“Mobile Inventory” means images, videos or other digital assets intended for display on mobile devices (such as mobile telecommunications devices or tablets) via Web Sites and YouTube mobile applications.

“Month” means each calendar month, or portion thereof, during the Term.

“OTT” means over the top television device.

“OTT SPT Properties” means those certain Media Company or affiliate branded YouTube Channels properties designated by Media Company in Exhibit 1, accessible via the Media Company application, and delivered to OTT platforms and/or devices, as amended and revised from time to time by Media Company, delivered to personal computer devices (“Online”) and mobile/tablet devices (“Mobile”). For the avoidance of doubt, “OTT Properties” does not include the website located at www.crackle.com and all sub-domains of such site, any mirror sites of such websites or sub-domains and any successor sites that replace such websites and sub-domains, however branded, Media Company’s online video player as displayed on www.crackle.com and as distributed by Media Company to third party websites, the Media Company application accessible via mobile or tablet devices.

“Services” means those services to be provided by VMT as described in this Agreement.

“Territory” means the fifty (50) states of the United States of America and the District of Columbia. Those certain countries set forth in Section 3.1.4.2. The parties may add territories during the Term by mutual written approval of such territories.

“User Data” means non-personally identifiable data collected by Media Company or by VMT from or about users of any of the OTT SPT Properties that identifies such users as having been on, or interacted with, the OTT SPT Properties, in connection with users’ interactions with Creatives displayed on the OTT SPT Properties, including data relating to the display, delivery and performance of advertising on the OTTSPT Properties.

“Video Creative” means a Linear Video advertisement, and any Non-linear Video or Companion advertisement as defined in the IAB’s Digital Video In-Stream Ad Format Guidelines and Best Practices.

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“VMT Material” means all VMT Confidential Information, VMT trademarks, the VMT Platform, and all other proprietary materials provided by VMT or a VMT affiliate to Media Company hereunder.

“VMT Platform” means VMT’s system of servers, software and technology developed and licensed by VMT through which Media Company provides and manages its Ad Inventory on its Digital Mediathe SPT Properties.

“Web Site” means one or more (X)HTML document(s), images, videos or other digital assets hosted by one or more web servers, available via the Internet.

“YouTube” means the advertiser supported video platform and video player located at www.youtube.com, or as embedded on third party sites or mobile applications, wholly owned and operated by Google, Inc.

“YouTube Channel” means a channel page provided by YouTube to third parties, where such parties may upload audio-visual materials, logos, and other creative assets to such page for display to end users and monetization of content.

2. SCOPE OF AGREEMENT. This Agreement and any Addenda set forth the terms and conditions under which VMT will provide Services to Media Company within the Territory.

3. RESPONSIBILITIES; RESTRICTIONS

3.1 Responsibilities.

3.1.1 Appointment. Media Company hereby appoints VMT as its third-party representative to market and sell Creatives for display on (i) the OTT SPT Properties to users located in the Territory during the Term and (ii) Media Company’s Mobile Inventory and Web Sites from the Effective Date until March 31, 2014. Media Company reserves the right to use up to fivefifteen percent (15%) of the Ad iInventory for display of house advertisements. VMT will use its commercially reasonable efforts to solicit and sell Creatives on the OTT SPT Properties, Mobile Inventory and Web Sites, and to maximize the rates therefor. VMT may include Media Company as part of a bundle of entertainment sites representing various audience packages or site categories in its sales efforts and that VMT has access to the inventory. VMT will not provide advertisers with any guaranteed placement on the OTT SPT Properties, Mobile Inventory or Web Sites, or in any particular placement within the OTT SPT Properties, Mobile Inventory or Web Sites, or in connection with any specific show or feature film displayed on the OTT SPT Properties, Mobile Inventory or Web Sites, without Media Company’s prior consent during the sales process in each instance, and Media Company shall make commercially reasonable efforts to respond to such requests. VMT may also sell against the various genres or categories of audio video content on the OTT SPT Properties, Mobile Inventory or Web Sites, such as action, comedy and horror, as made available to VMT. VMT will undertake its obligations in accordance with highest industry standards and in compliance with all applicable laws and regulations.

3.1.2 Non-Exclusive. Media Company hereby appoints VMT for the responsibilities and obligations set forth in Section 3.1.1 above on a non-exclusive basis.

3.1.3 IAB Standards. Creatives will be made available for sale by VMT in conformance with the Internet Advertising Bureau (“IAB”) standards including, with respect to rich media Creatives and video Creatives, the IAB’s Rich Media Guidelines and Broadband Ad Creative Guidelines located at http://www.iab.net/standards/richmedia.asp and http://www.iab.net/standards/broadband/index.asp, the IAB’s Digital Video In-Stream Ad Format Guidelines and Best Practices, and the IAB’s Display Advertising Creative Format Guidelines, or such other formats and standards as mutually agreed upon between the parties, but at a minimum standards that are representative of market standards for OTT Online and Mobile. VMT will not sell Creatives for display on the OTT SPT Properties other than in conformance with such standards and specifications without Media Company’s prior written consent.

3.1.4 Sales Rules

3.1.4.1 Cooperation. VMT will coordinate with Media Company staff or Media Company’s designees on a continual basis to manage inventory of ads, type of inventory, insertion order issues, and the like. Further, each party agrees to cooperate and use good faith efforts to improve the addressability of the type of inventory covered by this Agreement. Media Company agrees to discuss with VMT any roll outs of new OTT devices and analogous technologies, and to make good faith efforts to include VMT in Media Company’s discussions with Media Company’s technology partners for the purpose of further developing the services contemplated under this Agreement, including ad serving and tracking, and the improvement of addressability.

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3.1.4.2 Pricing. VMT agrees to pay for Impressions as set forth in the table below (“Net CPM Fees”), on a Monthly basis:

Country Total

Impressions Mobile/Tablet PC Net CPM Gross CPM Fill US Sony Uploaded PC

1,090,910 N/A

1,090,910 $ 17.00 $ 20.00 100%

US Fan Uploaded PC

7,173,702 N/A 7,173,

702 $ 12.00 $ 14.12 100%Canada Sony Uploaded

118,876

47,550

71,326 $ 14.00 $ 16.47 100%

Canada Fan Uploaded

1,857,037 742,

815 1,114,

222 $ 11.50 $ 13.53 100%

UK

3,100,000 1,240,

000 1,860,

000 $ 20.00 $ 23.53 100%

Italy

1,700,000 680,

000 1,020,

000 $ 9.00 $ 10.59 100%

Russia

1,700,000 680,

000 1,020,

000 $ 8.00 $ 9.41 100%

Turkey

1,600,000 640,

000 960,

000 $ 14.00 $ 16.47 100%

Spain

1,300,000 520,

000 780,

000 $ 6.70 $ 7.88 100%

Germany

2,300,000 920,

000 1,380,

000 $ 20.00 $ 23.53 passback

Netherlands

700,000 280,

000 420,

000 $ 8.00 $ 9.41 passback

France

1,700,000 680,

000 1,020,

000 $ 13.00 $ 15.29 passback

Belgium 1,000,000 400,000 600,000 $8.00 $9.41 passback

Poland

1,500,000 600,

000 900,

000 $ 12.00 $ 14.12 passback

Brazil

4,200,000 1,680,

000 2,520,

000 $ 9.00 $ 10.59 passback

Mexico

3,700,000 1,480,

000 2,220,

000 $ 8.50 $ 10.00 passback

Argentina

1,600,000 640,

000 960,

000 $ 7.50 $ 8.82 passback

Coloumbia

1,020,000 408,

000 612,

000 $ 7.50 $ 8.82 passback

Peru

1,000,000 400,

000 600,

000 $ 8.50 $ 10.00 passback

Chile 400, 600, $ 8.50 $ 10.00 passback

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1,000,000 000 000

Venezuela

600,000 240,

000 360,

000 $ 4.50 $ 5.29 passback

India

1,700,000 680,

000 1,020,

000 $ 4.50 $ 5.29 passback

Japan

1,000,000 400,

000 600,

000 $ 5.00 $ 5.88 passback

VMT may not barter or otherwise exchange Creatives on the OTT SPT Properties for non-monetary consideration, provided that the foregoing shall not preclude VMT from delivering “house ad” Impressions or make-good Impressions. Creatives may be sold on cost-per-action, cost-per-click or other basis; provided that Media Company will not be liable for the performance of such ads. VMT acknowledges and agrees that certain OTT SPT Properties and devices cannot support such performance based ads.

3.1.4.3 Impression Commitment. During each Month, Media Company shall provide VMT with up to 10,000,000 42,660,525 Impressions (the “Monthly Impressions”) for the SPT PropertiesOTT Properties, to be delivered in an amount not to exceed a daily cap of 335,000 unless otherwise agreed in writing by both Parties . All Monthly Impressions on the Online SPT Properties will be capable of being delivered using VAST tags, will include start and completion pings (“VAST Compliant”), shall only be delivered by Media Company, within video players that are 300x250 or larger, with sound defaulted to “on” and shall not include ability for the user to skip or fast-forward through the Creative.

3.1.4.4 Impression Scheduling. Media Company agrees to provide VMT with Media Company’s policies regarding the scheduling of advertisement breaks and to provide VMT with written notice of changes to the scheduling of such advertisement breaks, to include presentation or stacking of multiple Creatives per break, provided that, in no event shall Media Company schedule more than three (3) Creatives to be delivered per advertisement break.

3.1.4.6 Delivery Reporting. Each party will provide delivery reports to the other party or such party’s designees describing by each “placement” (such as OTT Propertyeach specific YouTube Channel, and Mobile or Online) and the number of Impressions delivered. VMT’s reporting will be made available to Media Company via VMT’s reporting UI, in a format that can be summarized by time period, and can include Impressions, click-through rates and amounts earned, as defined by Media Company when using the reporting UI. All billings and revenue amounts in such reports will be stated in U.S. dollars. Additionally, each party’s reports will be provided in a form and format mutually agreed by the parties, including via an online, real-time reporting dashboard if available, and, to the extent such reporting is automated, will be provided no less frequently than on a daily basis, or, if such reporting is not automated, then the parties shall work in good faith to determine the appropriate frequency.

3.1.4.7 Terms and Conditions of Sales. All sales made by VMT will be made through written agreements and/or insertion orders containing terms and conditions that are consistent with the terms and conditions of this Agreement (“ Sales Contracts”). VMT will not make any statements, representations or warranties, whether orally or in writing, that are false, misleading or otherwise inconsistent with the terms and conditions of this Agreement. Media Company reserves the right to approve any marketing or promotional materials utilized by VMT in connection with the sale of Creatives on the OTT SPT Properties, provided that VMT may, without Media Company’s prior approval, (a) disclose the fact that inventory for the placement of Creatives on OTT SPT Properties is available as part of VMT’s inventory offerings; and (b) sell, promote or market the right to provide Creatives on the OTT SPT Properties in VMT’s standard marketing decks, along with other web sites and inventory providers, but only on a non-guaranteed, as-available basis, unless otherwise agreed to by Media Company in writing.

3.1.4.8 Billing and Payment; Make-Goods. VMT will be solely responsible for all billing, collection and administrative matters in connection with its advertisers and will undertake its obligations hereunder at VMT’s sole expense. VMT will be solely responsible, and Media Company will not be liable, for any make-goods, refunds or other liability or obligations due or owed by VMT to its advertisers because of the underperformance or underdelivery of any Creatives on the SPTOTT Properties. Media Company and VMT agree to be jointly responsible for any make-goods or refunds due or owed by VMT for any sponsorship or guaranteed placement approved by Media Company in advance in writing and sold by VMT. Media Company agrees to work with VMT to address on a reasonable basis issues related to tracking and reporting on the OTT Properties that may not match third-party tracking data.

3.1.5 Commissions. VMT will be solely responsible for commissions paid to its employees or agents in connection with the sale of Creatives displayed on the OTT SPT Properties. Media Company will have no liability for such sales commissions or any other costs incurred by VMT or its employees or agents in connection with the sale of Creatives.

3.1.6 Technical Integration. Subject to Media Company’s obligations that the Monthly Impressions be VAST Compliant and VMT’s agreement to serve Creatives into certain types of OTT SPT Properties, throughout the Term, VMT will

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ensure, at its sole expense, that its systems and all Creatives sold by it for display on the OTTSPT Properties function properly and interoperate with all ad serving systems and functionality (including, without limitation, ad calls, inventory management, ad insertion, and sales management reporting) used by Media Company or its third-party ad serving providers on the OTT SPT Properties as may be specified by Media Company or such providers during the Term, including without limitation, YouTube.

3.1.7 Insurance. Throughout the Term, VMT will comply with the insurance obligations set forth in Exhibit 4 attached hereto and incorporated herein by this reference.

3.1.8 YouTube. This Agreement is subject to the policies, guidelines, rules and decisions of YouTube, which may be updated from time to time during the Term, and Sales Representative hereby acknowledges and agrees that SPT has no control over such updates. Sales Representative shall work with SPT in good faith in the event of any such updates by YouTube during the Term of this Agreement.

3.2 Restrictions.

3.2.1 Ad Inventory Restricted Placement. Media Company shall not place Creatives or Ad Code (1) within Ad Inventory that can be embedded or syndicated, unless the Digital Media on which such embedded or syndicated content will be displayed has been approved in advance by VMT; or (2) in Digital Media that contains, promotes, references or has links to: (i) false, misrepresentative, libelous, defamatory, pornographic, or obscene content or materials; (ii) software piracy (warez, cracking, etc.), hacking, phreaking, emulators, ROM’s, or illegal MP3 activity; (iii) illegal activities, deceptive practices or violations of the intellectual property or privacy rights of others, or (iv) content promoting the abuse of drugs and/or alcohol.

3.2.2 Restricted Advertisers. VMT will only sell Creatives for display on the OTT SPT Properties in any of the advertising categories listed in Exhibit 2 or for any of the restricted advertisers listed in Exhibit 2 in accordance with the restrictions and requirements of Exhibit 2, as such Exhibit 2 may be updated by Media Company from time to time by written notice to VMT; provided, however, that if such list is updated without the consent or approval of VMT, VMT may revise the Monthly Impressions in a manner to reflect the reduced sales opportunities. Additionally, Sale’s Representative’s sale of Ads shall comply with YouTube’s Ad Guidelines and YouTube Ad Manager Policies, which may be amended from time to time during the Term by YouTube.

3.2.3 Right to Reject. Media Company reserves the right to reject or block the display of any advertisement (a) that Media Company reasonably determines violates Section 3.2.2, (b) if Media Company receives one or more regulatory inquiries with respect to such advertisement or otherwise determines that such advertisement could expose it to liability under applicable law or regulation or (c) that is inconsistent with the public image, goodwill or reputation of Media Company or its affiliates as determined by Media Company in good faith. Upon notice of rejection by Media Company, VMT will use commercially reasonable efforts to promptly remove such advertisement from the OTT SPT Properties. In addition, Media Company may also notify VMT of its intention to reject or block the display of any advertisement on an individual ad campaign basis by informing VMT via biweekly pipeline or via Media Company provided “block” lists (together, the “Block List”). The parties agree the Block List may be amended by Media Company one time each calendar quarter, no later than the last day of the second month of the calendar quarter, to be effective as of the first day of the next calendar quarter; provided that, in any event, the Block List may never include (i) an advertiser for which VMT has already booked Creatives to run on the OTT SPT Properties prior to receiving notice from Media Company to include such advertiser on the Block List; and (ii) more than a total of ten five (510) advertisers on the Block List at any time during the Term. In the event VMT reasonably determines that Media Company is in violation of Sections 3.2.3(i) or (ii) above, such violation shall be deemed a material breach of the Agreement and, in any event, VMT shall be relieved of Monthly Impression commitment set forth in Section 3.1.4.3 for any month in which such material breach occurred or continues to occur.

3.2.4 Impression Guidelines. Media Company shall use commercially reasonable efforts to remove ad serving from specific content on the OTT SPT Properties deemed inappropriate for certain target audiences by VMT in its reasonable and good faith discretion.

4. GENERAL PAYMENT PROVISIONS; REPORTING.

4.1 Account Information. Media Company agrees and acknowledges that it is solely responsible for maintaining the accuracy of its account information, including mailing address, phone and email address, and VMT will have no liability under this Agreement for any delay in payment arising due to incorrect or outdated information within Media Company’s account. In the event that VMT incurs any fees, payment cancellation or other charges or expenses as a result of any missing, incorrect or outdated Media Company account information, VMT shall have the right to deduct such expense from any payments due to Media Company.

4.2 Minimum Guarantee. The “Minimum Guarantee” for Creatives will be calculated based on the Net CPM Fees (as set forth in the table in Section 3.1.4.2 above) multiplied by the number of Impressions made available to VMT each Month in accordance with Section 4.3. Subject to Sections 3.2.3(i) or (ii) above VMT shall pay Media Company the Minimum Guarantee based on a one-hundred percent (100%) fill rate. For the avoidance of doubt, in the event that VMT does not sell all of the Impressions made available by Media Company each Month for the OTTSPT Properties (and assuming that Media Company is not

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in violation of Sections 3.2.3(i) and (ii)), VMT shall nevertheless pay Media Company as if all of the Impressions had been sold by VMT.

4.3 Payment Reporting . Within thirty (30) days after the end of each Month during the Term Media Company will provide VMT with access to end of the month daily reporting in accordance with Section 3.1.4.6 above, which, subject to the terms of Section 3.1.4.3 above and the discrepancy terms below, shall be the basis for determining payment due to Media Company and shall describe in reasonable detail the basis on which payment is made. In the event that VMT’s reported ad server measurements of Impressions are less than those measurements reported by Media Company by more than 2% over the Month, Media Company will facilitate a reconciliation effort between the parties. If the discrepancy cannot be resolved and Media Company has made a good faith effort to facilitate the reconciliation effort, the parties agree that VMT and Media Company shall split the difference evenly ( i.e., 50/50) for any amounts above the 2% discrepancy. By way of example, if Media Company’s reports show that Media Company has delivered 1,200,000 Impressions, but VMT’s report shows that Media Company has delivered 1,000,000 Impressions, Media Company shall be paid for 1,090,000 Impressions.

4.4 Payment. VMT shall make all payments under this Section 4 to Media Company within sixty (60) days after the end of each month in which VMT purchases the Monthly Impressions from Media Company. All payments must be made in U.S. dollars by wire transfer pursuant to the wire transfer instructions set forth below or such other instructions as may be specified by Media Company in writing. In instances where VMT receives payment from an advertiser in a currency other than U.S.D. for Ad Inventory sourced from Media Company, VMT shall apply the applicable average daily exchange rate published by OANDA (www.oanda.com) or another exchange rate source agreed in advance by the Parties and a currency exchange fee of 2% of the total amount to be converted to U.S.D. for payment to Media Company. All payments required by this Agreement are exclusive of federal, state, local and foreign taxes, VAT, duties, tariffs, levies and similar assessments. All payments made under this Agreement shall be made free and clear of and without deduction or withholding for or on account of any taxes unless such deduction or withholding is required by applicable law, in which case VMT shall (i) withhold the legally required amount from payment, (ii) remit such amount to the applicable taxing authority, and (iii) within 30 days of payment, deliver to Media Company original documentation or a certified copy evidencing such remittance (a “Withholding Tax Receipt”). In the event VMT does not provide a Withholding Tax Receipt in accordance with the preceding sentence, the VMT shall be liable to and shall reimburse Media Company for the withholding taxes deducted from the payment.

Wire Instructions: Beneficiary Bank: Bank of AmericaBank ABA/Routing: 026009593SWIFT code: BOFAUS3NBeneficiary Name: Crackle, Inc. Beneficiary Account: 1233050404

4.5 VMT Platform Fee; Media Company Fees. In consideration of the Services, Media Company agrees to pay to VMT (which may be collected by VMT through an offset of fees owed to Media Company) fifteen percent (15%) of the total value of the Ad Inventory sold in the VMT Platform. VMT shall use the Gross CPM to determine the fees to be paid to VMT and the Net CPM to determine the payments to be made to Media Company. To the extent fees are owed to Media Company under an Addendum, payments shall be made by VMT on a monthly basis, no later than the 60 th day after the end of the month in which revenue was earned by Media Company.  No payments will be issued for any amounts less than $250 U.S.D. (except upon termination). No payment will be made for any delivery on unapproved Digital Media.   All un-issued earnings will rollover to the next pay period.

4.6 Payment Exclusions; Remedies; Exclusions.

4.6.1 Payment Exclusions; Remedies. Notwithstanding the terms of this Section 4 and in addition to any other remedies available to VMT, no payment shall accrue or be due to Media Company for any verifiable deceptive or fraudulent activity amounting to 5% or more of activity, as determined by VMT in its reasonable discretion, or for Impressions that violate Section 3.2.1, provided, that VMT provide notice to Media Company and Media Company has an opportunity to rebut such finding. Impressions that are served but are not received due to end user blocking technology or software shall not count towards any payout calculation. A Video Creative served with any companion banner shall count as a single Impression as measured by VMT. Unless otherwise set forth in an Addendum attached hereto, only Impressions delivered from U.S. inventory shall count towards any payment under this Agreement.

4.6.2 Exclusions. Impressions for which payment is not made under Section 4.6.1 shall not apply to the Minimum Guarantee with regard to the Monthly Impressions.

4.8 Audit. During the Term and for a period of one (1) year thereafter, each party will have the right to audit (“Auditing Party”) the relevant books and records of the other party (“Records”), once per year upon at least ten (10) business days’ prior written notice to the other party; provided however that if any audit discloses an under/over payment that in the aggregate equals five percent (5%) or more of the amounts that were actually due, then the Auditing Party will have the right to perform an additional audit

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during such twelve (12) month period). Such audits will be conducted during normal business hours and limited strictly to those Records relevant to verification of the payments due under this Agreement. Upon completion of any such audit, the Parties will jointly review the audit report and work in good faith to agree upon any reimbursement of any under or over-payment. If an audit reveals any under or over-payment in the amounts properly payable to Media Company, VMT, or Media Company, as the case may be, promptly will pay the amount of any such under or over-payment to the Auditing Party. The Auditing Party will pay the costs of each audit unless an audit reveals an under or over-payment in the Auditing Party’s favor of more than ten percent (10%) for any period, in which event, the Audited Party shall promptly reimburse the Auditing Party for its reasonable expenses incurred in connection with such audit, in addition to the amount of any such under or over-payment. As a condition to such audit, any third party involved in such audit shall execute a written agreement, reasonably satisfactory to the party to be audited, to maintain in confidence all information obtained during the course of such audit except for disclosure to auditing party, its affiliates, and agents, as necessary for the above purpose.

4.9 VMT: Self-Billing. Where applicable, VMT operates a self-billing arrangement in accordance with the EU VAT Directive 2006/112, taking into account the company name and address details and VAT identification number provided by Media Company. Where this applies and unless otherwise mutually agreed to in writing, by accepting this Agreement, Media Company expressly agrees that (i) Media Company shall not issue tax invoices in respect of supplies covered by this Agreement, (ii) Media Company is liable for and will remit any output tax charged on or due by the rendering of its supplies covered by this Agreement. MEDIA COMPANY MUST NOTIFY VMT IF IT CEASES TO BE REGISTERED FOR VAT, TRANSFERS ITS BUSINESS AS A GOING CONCERN OR BECOMES REGISTERED FOR VAT UNDER A DIFFERENT VAT NUMBER.

5. CONFIDENTIAL INFORMATION.

5.1 Confidential Information. Either party (the “Receiving Party”) may be exposed to or acquire information regarding the business, projects, operations, finances, activities, affairs, research, development, products, technology, technology architecture, business models, business plans, business processes, marketing and sales plans, customers, finances, personnel data, computer hardware and software, computer systems and programs, processing techniques and generated outputs, intellectual property, procurement processes or strategies, suppliers, or customers of the other party (the “Disclosing Party”) or its affiliates, directors, officers, employees, agents, suppliers, licensors or clients, including, without limitation, any idea, proposal, plan, procedure, technique, formula, technology, or method of operation (collectively, “Confidential Information”). Confidential Information will also include, without limitation, the terms and conditions of this Agreement.

5.2 Restrictions. The Receiving Party agrees to hold the Disclosing Party’s Confidential Information in strict confidence, to use such information for no purpose other than as necessary for the performance of its obligations and the exercise of its rights in accordance with this Agreement, and to make no disclosure of such information except in accordance with the terms of this Agreement. Each party hereby consents to the disclosure of its Confidential Information to the employees, officers, directors, agents, accountants, attorneys and auditors of the other party who have a need to know such Confidential Information and are subject to an appropriate agreement or obligation that is at least as restrictive as the provisions contained in this Section 5. VMT consents to the disclosure of its Confidential Information to any entity controlling, controlled by or under common control with Media Company; provided that, Media Company will be fully responsible for any action by such entity that would constitute a breach of this Section 5 as if it had been committed by Media Company. Each party further agrees to treat all Confidential Information of the other in the same manner as it treats its own confidential and proprietary information of similar sensitivity, but in no case will the degree of care be less than reasonable care. The Receiving Party will immediately advise the Disclosing Party of any actual or potential violation of the terms of this Section 5.2, and will cooperate with reasonable requests of the Disclosing Party in relation to such violation.

5.3 Exceptions. Notwithstanding the foregoing, each party’s confidentiality obligations hereunder will not apply to information which: (a) becomes publicly available without fault of the Receiving Party; (b) is rightfully obtained by the Receiving Party from a third party without restriction as to disclosure, or is approved for release by written authorization of the Disclosing Party; (c) is developed independently by either party without use or reference to the other party’s Confidential Information; or (d) is required to be disclosed by law. If either party receives a subpoena or other validly issued judicial process requesting, or is otherwise required by a government agency to disclose, Confidential Information of the Disclosing Party, then the Receiving Party will promptly notify the Disclosing Party in writing of such requirement, and before making any such required disclosure, will reasonably cooperate with the Disclosing Party so that the Disclosing Party may seek confidential treatment or obtain an appropriate protective order to preserve the confidentiality of the Confidential Information. .

5.4 Injunctive Relief; Survival of Obligations. Subject to Section 12 (Choice of Law; Arbitration) hereof, the Parties agree that in the event of a breach or threatened breach of this Section 5, the non-breaching party will be entitled to seek equitable relief to protect its interests, including but not limited to preliminary and permanent injunctive relief, as well as money damages, all in accordance with the procedures set forth in Section 12. Nothing stated herein will be construed to limit any other remedies available to the Parties. All obligations under this Section 5 will survive for three (3) years following the expiration or earlier termination of this Agreement; provided, however, that with respect to trade secret information, the Recipient’s obligations under this Section will continue indefinitely.

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6. LICENSES AND OWNERSHIP.

6.1 License Grant. During the Term and subject to the restrictions and conditions set forth below, as well as the conditions and restrictions set forth in Section 3.1.1 above, Media Company grants to VMT, a non-exclusive, non-assignable, non-transferable, non-sublicensable, royalty-free license to display Media Company’s trademarks, trade names, service marks, service names and Internet domain names (collectively, the “Trademarks”) for the sole purpose of selling and promoting the sale of Creatives on the OTT SPT Properties.

6.2 No Assertions as to Trademarks. VMT will not (a) assert any trademark or other intellectual property or proprietary right in the Trademarks or in any element, derivation, adaptation, variation or name thereof; (b) contest the validity of any of the Trademarks; (c) contest Media Company’s or its licensors’ ownership of any of the Trademarks; or (d) in any jurisdiction, adopt, use, register, or apply for registration of, whether as a corporate name, trademark, service mark or other indication of origin, or as a domain name, any Trademarks, or any word, symbol or device, or any combination confusingly similar to, or which includes, any of the Trademarks.

6.3 Goodwill in Trademarks. As between Media Company and VMT, any goodwill resulting from VMT’s use of any Trademarks will inure to the benefit of Media Company and/or its licensors and will automatically vest in Media Company and/or its licensors upon use by VMT. VMT will not engage in any action it has reason to know that may dilute, diminish, or otherwise damage Media Company’s or its licensors’ rights and goodwill in the Trademarks.

6.4 Trademark Guidelines. VMT will abide by the trademark quality control guidelines, if any, for Media Company that are provided to VMT during the Term. If Media Company provides any updated guidelines during the Term, VMT will comply with the updated guidelines within a reasonable period of time.

6.5 Ownership of Trademarks. As between Media Company and VMT, all right, title and interest in the Trademarks are exclusively owned by Media Company or its licensors. Media Company grants no rights to the Trademarks except for the limited license granted above. Media Company reserves any rights not expressly granted and disclaims all implied licenses.

7. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS.

7.1 General Representations and Warranties. Each party hereto represents and warrants to the other party that: (a) such party has the full right, power and authority to enter into this Agreement on behalf of itself and to undertake to perform the acts required of it hereunder; (b) the execution of this Agreement by such party, and the performance by such party of its binding obligations and duties to the extent set forth hereunder, do not and will not violate any agreement to which it is a party or by which it is otherwise bound; (c) it will fulfill its obligation under this Agreement in compliance with all applicable laws, rules, regulations and self-regulatory guidelines; and (d) when executed and delivered by such party, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its representations, warranties, terms and conditions.

7.2 VMT Representations and Warranties. VMT represents and warrants that, and will have its advertisers represent and warrant in each of the Sales Contracts that (a) VMT or advertiser has all necessary licenses and clearances to use the content contained in the Creatives, (b) any advertisements or other content displayed on the OTT SPT Properties as contemplated in this Agreement do not and will not constitute a libel, slander, or defamation against any person or entity; (c) contain or promote activities generally understood as Internet abuse, including, without limitation, the sending of unsolicited bulk email, spam or sms spam, the use of spyware or other malware, or the use of viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming; or, (d) contain or promote points, lottery or rewards based ads, or sites that use the ads to generate revenue for users to win points, earn rewards or other incentives, or that otherwise deceptively encourage users to click on the ads.

7.3 Mutual Disclaimer. NO PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES MADE BY THE PARTIES IN THIS AGREEMENT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NONINFRINGEMENT, TITLE OR UNINTERRUPTED SERVICE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

8. INDEMNIFICATION.

8.1 Indemnification by VMT. VMT agrees to indemnify and defend Media Company, its affiliates and its and their employees, officers, directors, representatives and agents and their respective successors and assigns against, and hold each of them

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free and harmless from, any and all loss, damage, settlement or expense (including reasonable attorneys’ fees and expenses), as incurred, resulting from or arising out of any third-party claims (a) that allege facts, which if true, would constitute a breach of any of VMT’s representations or warranties made hereunder or (b) that arise from any breach of any obligation of VMT hereunder, or (c) that the content in any Creatives delivered on the SPTOTT Properties by VMT as contemplated in this Agreement, under U.S. law, infringe upon any copyrights, trademark rights, patent rights, trade secret rights, moral rights, or rights of publicity or privacy of a third party.

8.2 Indemnification by Media Company. Media Company agrees to indemnify and defend VMT and its employees, officers, directors, representatives and agents and their respective successors and assigns against, and hold each of them free and harmless from, any and all loss, damage, settlement or expense (including reasonable attorneys’ fees and expenses), as incurred, resulting from or arising out of any third-party claims (a) that allege facts, which if true, would constitute a breach of any of Media Company’s representations or warranties made hereunder, (b) that arise from any breach of any obligation of Media Company hereunder, or (c) that any of the content on the OTT SPT Properties (other than any materials provided by VMT), under U.S. law, infringe upon any copyrights, trademark rights, patent rights, trade secret rights, moral rights, or rights of publicity or privacy of a third party.

8.3 Indemnification Procedures. A party seeking indemnification for itself or any other indemnified person or entity entitled to indemnification under this Agreement (an “Indemnified Party”) will provide the other party (the “Indemnifying Party”) with prompt written notice upon becoming aware of any claim subject to indemnification hereunder and will provide reasonable cooperation to such Indemnifying Party in the defense of the claims. Failure to notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that the Indemnifying Party may have, except to the extent that such failure materially prejudices the Indemnifying Party’s legal rights. The Indemnifying Party, at its option, will have sole control of such defense and all negotiations for any settlement or compromise, provided that an Indemnified Party will be entitled to participate in its own defense at its sole expense. Any admission, settlement or compromise will not impose any obligation on the Indemnified Party in any manner without the Indemnified Party’s prior written consent.

9. LIMITATION OF LIABILITY. NO CONSEQUENTIAL DAMAGES. EXCEPT FOR (I) LOSSES AWARDED TO A THIRD PARTY OR LOSSES THAT A PARTY AGREES TO PAY TO A THIRD PARTY FOR THE SETTLEMENT OF A THIRD PARTY CLAIM IN CONNECTION WITH ITS INDEMNIFICATION OBLIGATIONS HEREUNDER (INCLUDING REASONABLE ATTORNEYS’ FEES); (II) A BREACH OF SECTION 5 HEREIN (CONFIDENTIAL INFORMATION); (III) FRAUD OR WILLFUL, INTENTIONAL OR GROSSLY NEGLIGENT CONDUCT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT (INCLUDING, WITHOUT LIMITATION, UNDER ANY CONTRACT, NEGLIGENCE OR OTHER TORT THEORY OF LIABILITY), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. TERM AND TERMINATION.

10.1 Term. This Agreement commences on the Effective Date and will continue until April 30, September 30, 2015 (the “Initial Term”), unless otherwise terminated in accordance with this Section 10 or 13.6 below. The parties may renew this Agreement for an additional one (1) year term (“Renewal Term”) by mutual written agreement to renew prior to the expiration of the Initial Term. The Initial Term and the Renewal Term shall be referred to herein as the “Term.”

10.2 Termination. Either party may terminate this Agreement for the other party’s material breach that remains uncured for ten (10) business days following written notice thereof from the non-breaching party. In the event Media Company materially changes the content offerings made available to end-users via its OTT SPT Properties distribution to attract a different target audience than the target audience as of the Effective Date, and for which VMT is requested to supply Creatives to as part of the Monthly Impressions (e.g., a material shift in content offerings to target a specific demographic or genre, such as limiting content only to offerings that are principally targeted to children, gaming enthusiasts, mature-audiences, etc). VMT may terminate this Agreement upon thirty (30) days prior written notice to Media Company. Additionally, Media Company may terminate this Agreement for (a) convenience upon at least thirty (30) days’ written notice to VMT, and (b) in the event that the agreement between SPT and YouTube terminates, expires, or is suspended upon three (3) days prior written notice to VMT. In the event that VMT has booked Creatives to run on the OTT SPT Properties prior to receiving notice of termination from Media Company, VMT may serve and bill for such ads, and VMT will pay Media Company the fees due to Media Company on such ads. Once VMT receives notice of termination from Media Company, VMT will not sell Creatives for periods beyond the effective termination date without Media Company’s prior written consent.

10.3 Termination for Insolvency. Either party may terminate this Agreement immediately by written notice to the other party if (a) the other party files a petition for bankruptcy or is adjudicated a bankrupt under any applicable bankruptcy law; (b) the other party makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to any applicable bankruptcy law; (c) the other party discontinues its business; or (d) a receiver is appointed for the other party or its business.

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10.4 Effect of Termination. Upon any termination or expiration of this Agreement, each party, upon receipt of a written request from the other party hereto, will either deliver to the requesting party, or destroy, within thirty (30) days of receipt of such written request, all copies of any Confidential Information (whether in tangible or electronic form) of the party provided hereunder in its possession or under its control, and will furnish to the requesting party an affidavit signed by an officer of its company certifying that such delivery or destruction has been fully effected. Sections 4 through 13 will survive the expiration or termination of this Agreement for any reason.

11. USER DATA; PRIVACY.

11.1 USER DATA

11.1.1 Ownership of User Data. As between Media Company and VMT, Media Company owns all User Data. Except for the Permitted Uses described below, VMT has no right, title or interest in such User Data.

11.1.2 Data Collection. In connection with Creatives, Media Company will permit and enable the placement of VMT’s ad beacons and cookies in connection with inventory on the OTT SPT Properties made available to VMTs, subject to the user opt-out provisions listed below and a user's ability to prevent the use of cookies through browser settings. The collection and sharing of User Data by the parties will comply with all applicable laws and regulations and with the parties’ and YouTube’s respective privacy policies and terms of service. VMT will not collect, and Media Company will not disclose to VMT, personally identifiable information of users of the OTT SPT Properties. VMT will collect, store, maintain and use User Data in accordance with security procedures and practices appropriate to the nature of the information.

11.1.3 Permitted Uses. VMT may use User Data solely (i) to improve, enhance and implement the sale, display and targeting of Creatives on the OTT SPT Properties; and (ii) for purposes of providing reporting to Media Company on the number of Impressions delivered, aggregate anonymous reporting to advertising clients on the number of Impressions served for their campaign(s), general reporting on the number of Impressions served by VMT over a given timeframe, calculating payments due, geo-targeting, and fraud detection and auditing (collectively, the “Permitted Uses”) and for no other purposes; provided, however, that any third party receiving such User Data shall agree to maintain in confidence all such User Data for the foregoing purposes. VMT may also use aggregated User Data that does not identify Media Company, YouTube or Media Company users solely for its internal business purposes. Without limiting the foregoing, VMT will not use any User Data to sell, display or target advertising on any properties served by VMT other than the OTT SPT Properties.

11.1.4 User Opt Out. In the event any OTT Property contains a clickable platform, Media Company YouTube will include links within such OTT SPT Properties to pages that, among other things, (a) inform users of the collection of User Data as contemplated by this Agreement, (b) explain the Permitted Uses, and (c) enable users to opt out of the collection of such User Data in compliance with Network Advertising Initiative. The placement of such links and the text of such pages will be within Media Company’s and/or YouTube’s sole discretion. VMT will not collect, and Media Company may take measures to prevent the collection by VMT of, User Data (or any other data) from users of the OTTSPT Properties who opt out of the collection of User Data.

11.2 PRIVACY

11.2.1 Privacy Policy. Each Party represents and warrants that any Digital Media that delivers Impressions under this Agreement shall, at all times during the term of this Agreement (a) maintain a privacy statement conspicuously on such Digital Media that complies with applicable law and, at a minimum, includes disclosures on the type(s) of data collected from users by such Digital Media, the Digital Media owner’s use of any such data and the types of technologies used by the Digital Media to collect such data (e.g., cookies, pixels or other similar technologies); (b) provide a brief explanation within its privacy statement explaining that it works with third party advertising service providers and allows such third parties to target and serve Creatives, and use cookies, pixels or other similar technologies on its Digital Media to collect non-personally identifiable data for use in connection with the delivery of such Creatives; and (c) to the extent the Digital Media is a Web Site, include a conspicuous link within its privacy policy to the Network Advertising Initiative’s consumer opt-out page located at http://www.networkadvertising.org/managing/opt_out.asp .

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11.2.2 Changes in Privacy Laws. The parties hereby acknowledge that: (a) the state of the law with respect to behavioral advertising, contextual advertising, cookies, PII, and informational privacy is unsettled; and (b) subsequent to the date of this Agreement, new or changes in existing applicable federal, state, and local laws, rules, and regulations (a “ Change in Law”) may hold that the services provided under this Agreement, the collection and use of data and cookies, or other activities as contemplated under this Agreement, is not permissible. Neither Party makes any representations or warranties with respect to such Changes in Law, and each Party hereby expressly disclaims any representations, warranties, guarantees, covenants, or obligations relating thereto. In the event any such Change in Law frustrates the purpose of this Agreement, the parties shall use commercially reasonable efforts to effectuate the purpose of this Agreement within the confines of the new Laws, and if the parties cannot develop or agree upon certain solutions to effectuate the purpose of this Agreement within thirty (30) days, either Party may terminate this Agreement on thirty (30) days written notice in accordance with Section 13.5.

11.2.3 DATA PRIVACY AND INFORMATION SECURITY. Unless otherwise requested by VMT in writing, (in which case the provisions of Exhibit 4 shall apply), Media Company agrees that it will not send, transmit, or in any way provide to VMT any Personal Data as defined in this section, and VMT shall not collect any Personal Data. Such Personal Data is not required by VMT to provide the Services herein and VMT assumes no responsibility for the transmission of such data by Media Company to VMT. In the event that Media Company sends such Personal Data to VMT, VMT, upon discovery of the receipt of such Personal Data shall use commercially reasonable efforts to contact Media Company regarding the receipt of such Personal Data. For purposes of this section, “Personal Data” means individually identifiable information from or about an individual including, but not limited to, (i) social security number; (ii) credit or debit card information, including card number, expiration date and data stored on the magnetic strip of a credit or debit card; (iii) financial account information, including the ABA routing number, bank account number and retirement account number; (iv) driver’s license, passport, or taxpayer, military or state identification number; (v) medical, health or disability information, including insurance policy numbers, (vi) passwords, fingerprints or biometric data, or (vii) other data about an individual, including first and last name; home or other physical address, including street name and name of city or town; email address or other online contact information, such as an instant messaging user identifier or a screen name, that reveals an individual’s email address; and telephone number.

12. CHOICE OF LAW; ARBITRATION. This Agreement is governed, controlled, interpreted and defined exclusively by and under the laws of the State of New York and the United States, without regard to the conflicts of laws provisions thereof. 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 (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 New York, New York, U.S.A., in the English language in accordance with the provisions below.

12.1 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, 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.

12.2 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 VMT, such other court having jurisdiction over VMT, 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 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

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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 VMT, such other court having jurisdiction over VMT, 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 including 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.

12.3 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 a 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, VMT 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 Media Company, 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 shall supersede any inconsistent provisions of any prior agreement between the parties.

12.4 THE PARTIES HEREBY WAIVE THEIR RIGHT TO JURY TRIAL WITH RESPECT TO ALL CLAIMS AND ISSUES ARISING UNDER, IN CONNECTION WITH, TOUCHING UPON OR RELATING TO THIS AGREEMENT, THE BREACH THEREOF AND/OR THE SCOPE OF THE PROVISIONS OF THIS SECTION 12.3, WHETHER SOUNDING IN CONTRACT OR TORT, AND INCLUDING ANY CLAIM FOR FRAUDULENT INDUCEMENT THEREOF.

13. GENERAL PROVISIONS.

13.1 Press Release. Neither party will make any public announcement or press release regarding this Agreement or the other party’s performance under this Agreement without the prior written approval of the other party.

13.2 Waiver and Modification; Remedies. Failure by any party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. Any waiver, amendment or other modification of any provision of this Agreement will be effective only if in writing and signed by both Media Company and VMT. Unless expressly set forth herein, no remedy conferred on either party by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy, and each and every remedy will be cumulative and will be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. The election of one or more remedies by a party will not constitute a waiver of the right to pursue other available remedies.

13.3 Severability. If for any reason a court of competent jurisdiction or Arbitral Board finds any provision or portion of this Agreement to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.

13.4 Force Majeure. Notwithstanding any provision to the contrary in this Agreement, neither party will be held liable or responsible to the other party nor be deemed to have breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement when such failure or delay is caused by or results from causes beyond the reasonable control of the affected party, including, but not limited to, fire, floods, failure of communications systems or networks, Internet black out or brown outs, embargoes, war, acts of war, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God, acts of terrorism or acts, omissions or delays in acting by any governmental authority or the other party; provided, however, that the party so affected will use reasonable efforts to avoid or remove such causes of nonperformance, and will continue performance hereunder with reasonable promptness whenever such causes are removed. Either party will provide the other party with prompt written notice of any delay or failure to perform that occurs by reason of force majeure.

13.5 Notice. Except as otherwise stated herein, all notices required or permitted under this Agreement will be in writing, will reference this Agreement and will be deemed given: (a) when sent by facsimile and confirmed by registered or certified mail; (b) five (5) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (c) one (1) business day after deposit with a commercial overnight carrier, with written verification of receipt. All communications will be

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sent to the addresses set forth below or to such other address as may be designated by a party by giving written notice to the other parties pursuant to this Section.

If to VMT: Videology Media Technologies, LLC1500 Whetstone Way, Ste. 500Baltimore, MD 21230 Facsimile No.: (443) 378-7567Email: legal@videologygroup.comAttn: Legal Department

If to Media Company: Crackle, Inc.c/o Sony Pictures Entertainment Inc.10202 W. Washington Blvd.Culver City, CA 90232Facsimile No: (310) 244-2169Attn: Executive Vice President, Legal Affairs

With a copy to: Sony Pictures Entertainment Inc.10202 W. Washington Blvd.Culver City, CA 90232Facsimile No: (310) 244-0510Attn: General Counsel

13.6 Assignment. Except as otherwise set forth below, neither party may assign this Agreement, in whole or in part, nor delegate any of its rights or obligations hereunder, without the other party’s prior written consent. Notwithstanding the foregoing, either party may, with prior written notice to the other party, and without such other party’s consent, assign, delegate, or otherwise transfer this Agreement, or the rights or obligations hereunder, in whole or in part, including the right to receive any payments under this Agreement, (a) to an affiliate controlling, controlled by or under common control with such party or (b) to any third party in connection with a merger or acquisition of such party or a sale of all or substantially all of its assets. Upon receipt of any such notice, the party receiving notice may, in its sole discretion, terminate this Agreement immediately upon written notice to the other party. Subject to the foregoing, this Agreement will benefit and bind the permitted successors and assigns of the parties.

13.7 Relationship of Parties. The parties to this Agreement are independent contractors and nothing in this Agreement contained will be deemed to create a joint venture, or partnership between the parties in this Agreement. Nothing in this Agreement may be construed to give either party the power to direct or control the day-to-day activities of the other party and no party will have any power to create or assume any obligation on behalf of the other party for any purpose whatsoever.

13.8 Interpretation. Any headings contained in this Agreement are for convenience only and will not be employed in interpreting this Agreement. The parties and their respective counsel have negotiated this Agreement. This Agreement will be interpreted fairly in accordance with its terms and conditions and without any strict construction in favor of or against either party. This contract is written in English and, if it is translated into any other language, the English-language version controls.

13.9 Counterparts; Fax Signature. This Agreement may be executed in counterparts, each of which will be deemed an original hereof and all of which together will constitute one and the same instrument. This Agreement may be executed by facsimile signature by either party and such signature shall be deemed binding for all purposes hereof, without delivery of an original signature being thereafter required.

13.10 Entire Agreement. This Agreement, including the exhibits, constitutes the entire agreement between the parties with respect to the subject matter to this Agreement, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.

[Signature page to follow.]

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

AGREED TO AND ACCEPTED BY: AGREED TO AND ACCEPTED BY:CRACKLE, SONY PICTURES TELEVISION INC.:

BY:_________________________________________AUTHORIZED SIGNATURE

_____________________________________________PRINTED NAME

______________________________________________TITLE

______________________________________________DATE

VIDEOLOGY MEDIA TECHNOLOGIES, LLC:

BY:___________________________________________AUTHORIZED SIGNATURE

______________________________________________PRINTED NAME

_______________________________________________TITLE

_______________________________________________DATE

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EXHIBIT 1LIST OF OTT PROPERTIES

EXHIBIT 1LIST OF SPT PROPERTIES

OTTApple TV AppBraviaGoogle TVLG AppPS3 (App, Browser, Store)Playstation 4RokuSamsung AppToshiba AppVizio AppYahoo App

This Exhibit 1 may be amended or modified from time to time in writing by Media Company as approved by VMT.

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EXHIBIT 2RESTRICTED AD CATEGORIES AND GUIDELINES

1. Restricted Ad Categories and Guidelines.

A. Alcoholic Beverages: Media Company will accept advertising for alcoholic beverages as long as it meets country-specific guidelines.

B. Gambling: Any advertisement promoting any form of gambling or casino play (a) may not depict actual money; and (b) may promote a Web site only if and to the extent such Web site does not permit actual gambling and/or link to a site at which actual gambling may be conducted. Scheduling restrictions may occur.

C. Contests or Sweepstakes: Any advertisement promoting any contest or sweepstakes must be submitted to Media

Company together with all applicable contest and/or sweepstakes rules.

D. Motion Pictures: Any advertisement promoting a motion picture must adhere to local rules – for example, US advertising must include a visual graphic indicating the MPAA rating for the film. Advertisements promoting motion pictures rated something equivalent to the MPAA NC-17 rating will be considered on a case-by-case basis, and, if accepted, will likely be subject to scheduling restrictions at Media Company’s discretion. Motion pictures rated something equivalent to R and those Not Yet Rated will be restricted to content where we reasonably believe the majority of viewers are expected to be at least 17 years old or older.

E. Video Games: Any advertisement promoting a video game must adhere to local rules – for example, US advertising must include a visual graphic of and audio reference to the ESRB rating for the game. Advertisements promoting video games rated AO and/or Not Yet Rated are subject to review prior to air, and if accepted, will likely be subject to scheduling restrictions at Media Company’s discretion.

F. Competitive Advertising: Media Company will accept competitive advertising on a case-by-case basis; provided that VMT shall at all times have the right to include advertisements for any product or service of Media Company, without exception. For purposes of this Agreement and Exhibit B, Competitive Advertising shall only include the following free VOD service providers: Hulu, DailyMotion, Break, Microsoft Xbox, Nintendo Wii, and Sony PlayStation. Notwithstanding the foregoing, other free VOD service providers may be added to the Agreement with VMT’s prior written approval, which written approval shall not be unreasonably withheld.

GF. Strictly Prohibited Categories: Media Company will not accept any advertisements promoting pornography, tobacco products, illegal drugs, premium rate phone numbers and/or firearms.

HG. Additional Policies: Without limitation of any of the foregoing, VMT will not sell Creatives in violation of any of Media Company’s additional advertising standards and policies as communicated in writing thirty (30) days in advance to VMT from time to time, provided that such standards and policies are generally applicable to all advertisers and VMTs.

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EXHIBIT 3

INSURANCE REQUIRMENTS

1. VMT shall, at its own expense, procure and maintain the following insurance coverage, which insurance coverage shall be maintained in full force and effect until all obligations under this Agreement are completed:

1.1 A Commercial General Liability Insurance Policy with a limit of not less than $2 million per occurrence and $2 million in the aggregate, including Contractual Liability.

1.2 Professional Liability to include MultiMedia Errors & Omissions Insurance including personal and advertising injury with limits of not less than $1 million for each occurrence and $2 million in the aggregate.

(An Umbrella or Following Form Excess Liability Insurance Policy will be acceptable to achieve the liability limits required in clauses 1.1 and 1.2 above)

2. The policies referenced in the foregoing clauses 1.1 and 1.2 shall name Crackle, Inc., its parent(s), subsidiaries, licensees, successors, related and affiliated companies, and its officers, directors, employees, agents, representatives and assigns as an additional insured by endorsement. The above referenced policy in clause 1.1 shall be primary insurance in place and stead of any insurance maintained by Media Company, but only to the extent that VMT is negligent in causing the claim or loss, and shall contain a Severability of Interest Clause. VMT’s insurance companies shall be licensed to do business in the state(s) or country(ies) where services are to be performed for Media Company and will have an A.M. Best Guide Rating of at least A:VII or better. VMT is solely responsible for all deductibles and/or self-insured retentions under their policies.

3. VMT agrees to deliver to Media Company upon execution of this Agreement Certificates of Insurance and endorsements evidencing the insurance coverage herein required. Each such Certificate of Insurance and endorsement shall be signed by an authorized agent or insurance underwriter of the applicable insurance company, shall provide that not less than thirty (30) days prior written notice of cancellation is to be given to Media Company prior to cancellation or non-renewal, and shall state that such insurance policies are primary and non-contributing to any insurance maintained by Media Company.

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EXHIBIT 4

Information Security Program Safeguards

In the event that VMT requests, in writing for Media Company to send to VMT Personal Data, VMT shall be responsible for implementing and maintaining the following (directly by VMT and/or through its subcontractors, as applicable):

PERSONAL DATA PRIVACY

Definition – For purposes of this Agreement, “Personal Data” means individually identifiable information from or about an individual including, but not limited to, (i) social security number; (ii) credit or debit card information, including card number, expiration date and data stored on the magnetic strip of a credit or debit card; (iii) financial account information, including the ABA routing number, bank account number and retirement account number; (iv) driver’s license, passport, or taxpayer, military or state identification number; (v) medical, health or disability information, including insurance policy numbers, (vi) passwords, fingerprints or biometric data, or (vii) other data about an individual, including first and last name; home or other physical address, including street name and name of city or town; email address or other online contact information, such as an instant messaging user identifier or a screen name, that reveals an individual’s email address; and telephone number.Personal Data Usage – To the extent that Media Company provides to VMT, or VMT otherwise accesses, Personal Data about Media Company’s employees, customers or other individuals in connection with this Agreement, (i) VMT shall only use Personal Data for the purposes of fulfilling its obligations under this Agreement, and VMT will not disclose or otherwise process such Personal Data except upon Media Company’s instructions in writing; (ii) VMT will notify Media Company in writing and obtain Media Company’s consent before sharing any Personal Data with any government authorities or other third parties; (iii) comply with relevant local data privacy laws, and (iv) VMT agrees to adhere to additional contractual terms and conditions related to Personal Data as Media Company may instruct in writing that Media Company deems necessary, in its sole discretion, to address applicable data protection, privacy, or information security laws or requirements.Unauthorized Disclosure – In the event that (i) any Personal Data is disclosed by VMT (including its agents or subcontractors), in violation of this Agreement or applicable laws pertaining to privacy or data security, or (ii) VMT (including its agents or subcontractors) discovers, is notified of, or suspects that unauthorized access, acquisition, disclosure or use of Personal Data has occurred (“Privacy Incident”), VMT shall notify Media Company immediately in writing of any such Privacy Incident. VMT shall cooperate fully in the investigation of the Privacy Incident, indemnify Media Company for any and all damages, losses, fees or costs (whether direct, indirect, special or consequential) incurred as a result of such incident, and remedy any harm or potential harm caused by such incident.Remediation – To the extent that a Privacy Incident gives rise to a need, in Media Company’s sole judgment, to (i) provide notification to public authorities, individuals or other persons, or (ii) undertake other remedial measures (including, without limitation, notice, credit monitoring services and the establishment of a call center to respond to inquiries (each of the foregoing a “Remedial Action”)), at Media Company’s request, VMT shall, at VMT’s cost, undertake such Remedial Actions. The timing, content and manner of effectuating any notices shall be determined by Media Company in its sole discretion.

INFORMATION SECURITY

(a) Physical Security(1) Physical Security and Access Control – Safeguards to (i) maintain all systems hosting Media Company Personal Data and/or providing services on behalf of Media Company in a physically secure environment that provides an unbroken barrier to unauthorized access, (ii) restrict access to physical locations containing Personal Data, such as buildings, computer facilities, and records storage facilities, only to authorized individuals, and (iii) detect and respond to any unauthorized access that may occur.(2) Physical Security for Media – Appropriate procedures and measures to prevent the unauthorized viewing, copying, alteration or removal of, all media containing Personal Data, wherever located. (3) Media Destruction – Appropriate procedures and measures to destroy (subject to applicable record retention requirements) removable media containing Personal Data when no longer used or, alternatively, to render Personal Data on such removable media unintelligible and not capable of reconstruction by any technical means before re-use of such removable media is allowed.(4) Environmental Hazards – Measures to protect against destruction, loss, or damage of Personal Data or information relating thereto due to potential environmental hazards, such as fire or water damage or technological failures, as well as uninterruptible power supply (UPS) to ensure constant and steady supply of electricity.

(b) Technical Security (1) Access Controls on Information Systems – Appropriate procedures and measures to control access to all systems hosting Personal Data and/or providing services on behalf of Media Company (“Systems”) through the use of physical and logical access control systems, grant access only to authorized individuals and, based on the principle of least privileges, prevent unauthorized persons from gaining access to Personal Data, appropriately limit and control the scope of access granted to any authorized person, and log all relevant access events, including:

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(i) Access Rights Policies – Policies and procedures regarding the granting of access rights to Personal Data to permit only the appropriate personnel to create, modify or cancel the rights of access of VMT’s employees, agents and subcontractors. Such policies and procedures must ensure that only designated information asset owners and their delegates may authorize and grant access to Personal Data. Systems or applications that can be used to access Personal Data must have strong passwords. On a monthly basis, VMT shall conduct reviews to ensure compliance with this Section (b)(1)(i).(ii) Authorization Procedures for Persons Entitled Access – Appropriate procedures to establish and configure authorization profiles in order to enable personnel to have access to Personal Data to the extent that they need to know the data to perform their duties, and to enable access to more sensitive classifications of Personal Data only within the scope and to the extent covered by their respective access permission. (iii) Authentication Credentials and Procedures – Appropriate procedures for authentication of authorized personnel, including use of Media Company approved authentication to access any Personal Data on Media Company’s networks or other systems.(iv) Remote Access – Appropriate procedures and measures to prevent personnel performing remote system support from accessing Personal Data without end-user permission and presence and/or accountability during remote access sessions and subject to all applicable confidentiality obligations.(v) Access Control via Internet – Appropriate procedures and measures to prevent the Systems or Personal Data from being used by unauthorized persons by means of data transmission equipment via the Internet or otherwise. No "administration" consoles for web server, application and database software will be accessible from the Internet. Any servers that can be used to transmit Personal Data to the Internet shall be configured with firewalls to only expose port 80 and 443 to the Internet.(vi) Internet-Based Communications/Transmissions – Appropriate procedures and measures to ensure security and integrity of Internet-based email and other communications, including use of encryption, time stamp and other techniques for transmission of sensitive Personal Data or other communications over the Internet. Only secure protocols such as SSL or SFTP may be used to transfer Personal Data on to the web servers and active monitoring of this shall be done to ensure only legitimate uploads and downloads.(vii) Access Monitoring – Appropriate procedures and measures to monitor all access to Systems and Personal Data, including protocol analyzers for applications, network and servers, only by authorized VMT personnel, and to track additions, alterations, and deletions of Personal Data. (viii) Intrusion Detection/Prevention and Malware – Appropriate and up-to-date procedures and safeguards to protect Personal Data against the risk of intrusion and the effects of viruses, Trojan horses, worms, and other forms of malware, where appropriate. VMT must make all reasonable attempts to ensure that basic DOS and DDOS measures are in place. VMT must implement active intrusion monitoring systems and monitor logs on a 24*7*365 basis alerting Media Company within 4 hours of any breach detected.(ix) Program Patching and Vulnerability Remediation – Appropriate procedures and measures to regularly update and patch operating systems, applications and databases to eliminate vulnerabilities and remove flaws that could otherwise facilitate security breaches. Security patches for high-level vulnerabilities (e.g. vulnerabilities that can result in compromise of server, loss of personal information, brand defacement) must be applied within 24 hours; security patches for non high-level vulnerabilities (e.g. invalid server SSL certificate, server or application misconfigurations) must be applied within 48 hours; and all operating system, web server, and application software security patches must be installed within 10 business days of patch release. VMT must appropriately remediate any known vulnerabilities within a timely manner. If VMT is unable to remediate vulnerabilities in a timely manner, VMT must isolate any systems, applications, and databases from the Internet. Websites or systems that have direct or indirect access to the Internet shall not be opened to the Internet until such vulnerabilities have been fixed.(2) Additional Application and Website Coding, Security, and Testing Requirements – If any application coding will be performed by VMT in connection with any application that processes or stores (or might allow access to) any Personal Data:(i) VMT must write code that appropriately addresses known security risks. At a minimum, VMT must comply with any applicable published Open Web Application Security project ("OWASP") security guidelines and must address the current OWASP top ten web application security risks. (ii) When new code is deployed or existing code modified, VMT must take all reasonable steps to ensure that the code is secure, including appropriate testing from a security vulnerability perspective, prior to going live on the Internet. Full regression testing must also be conducted to ensure that security remains strong across the entire site. (iii) Captcha technology must be used when designing any website registration page to prevent ‘robot scripts’ from registering false users.(iv) Any website with a login and password must be designed using strong passwords. All website "reset" password and "forgotten" password features must be designed to use an industry standard secure mechanism to reset user passwords. (v) Any servers that host Personal Data or websites that provide an interface to access Personal Data must be security hardened using industry best practices, and all operating systems and software configurations (including applications and databases must conform to best industry security practices for such applications and databases).(3) Data Management Controls(i) Data Input Control – Appropriate procedures to enable VMT to check and establish whether, when, and by whom Personal Data may have been input into the Systems, or otherwise modified, or removed. (ii) Data Processing Control – Appropriate procedures and measures intended to limit the processing of Personal Data to the uses permitted under the Agreement.

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(iii) Access to Production Data – Appropriate procedures and measures to limit access to production Personal Data to authorized persons requiring such access to perform contracted services and to prevent other access to such Personal Data, except temporary access to production Personal Data to support specific business need.(iv) Logs – All web server, application and database logs for systems or applications that process or store Personal Data must log sufficient data and information to recreate unauthorized activity. In the event of a breach, such logs must enable the tracing of unauthorized activity from the intrusion point through to table level access in a database. All such logs must be kept for a minimum of 1 year. (v) Data Encryption – Appropriate procedures and measures to protect Personal Data so that it cannot be read, copied, changed or deleted by unauthorized persons while in storage and while it is being transferred electronically or transferred or saved on data media, including data encryption in storage on portable devices where appropriate in light of the sensitivity of the Personal Data. Any encryption schemes used shall be consistent with the strongest available industry best practices.(vi) Backup, Retention, and Recovery – Appropriate backup and recovery procedures and measures to safeguard Personal Data from events resulting in the loss of data or in system unavailability from any cause, including but not limited to implementing and testing at least annually an appropriate business continuity and disaster recovery plan (including a data backup plan).(vii) Secure Disposal – policies and procedures regarding the disposal of Personal Data, and tangible property containing Personal Data, taking into account available technology so that Personal Data cannot be practicably read and reconstructed.

(c) Organizational Security(1) Responsibility – Assignment of responsibility for information security management. An information security group shall maintain a list of individuals authorized to access Personal Data, and shall be responsible for approving authorized access privileges to users, and documenting access security procedures. The information security group shall monitor and periodically review access levels, logging reports and access violation reports to detect inappropriate Systems activity and to facilitate the timely investigation of suspicious or unauthorized activity, and periodically conduct access reviews to verify that access assignments are appropriate. The information security group shall ensure that they conduct vulnerability assessments (infrastructure and application layer) at least once a month and also allow Media Company’s information security staff to scan bi-weekly for vulnerabilities. Upon Media Company’s request, VMT will provide the contact information for the information security group so they can be contacted 24*7*365 for support and security enquires. VMT will fully co-operate with Media Company’s information security and investigations personnel should a breach occur and ensure that evidence is preserved in a forensically sound manner.(2) Resources – Commitment of adequate personnel resources to information security.(3) Confidentiality Agreements – Requirement that VMT’s employees, agents, and subcontractors, and others with access to Personal Data, enter into signed confidentiality agreements and agree to use the systems to perform only authorized transactions in support of their job responsibilities.(4) Qualification of Employees – Appropriate procedures and measures to ascertain the reliability, technical expertise, and personal integrity of all employees, agents, and subcontractors who have access to the information system or Personal Data.(5) Obligations of Employees – Appropriate procedures and measures to verify that any employee, agent or contractor accessing the Personal Data knows his obligations and the consequences of any security breach.(6) Controls on Employees – Employee background checks, where and to the extent permitted under applicable law, for employees with responsibilities for or access to Personal Data.(7) Compliance with Laws – VMT will fully comply with all local data privacy laws in relation to the storage of personal information. (8) Enforcement – Appropriate disciplinary procedures against individuals who access Personal Data without authorization, or who otherwise commit security breaches.

(d) Additional Safeguards(1) Security Incident Procedures – policies and procedures to detect, respond to, and otherwise address security incidents, including procedures to monitor systems and to detect actual and attempted attacks on or intrusions into Personal Data or information systems relating thereto, and procedures to identify and respond to suspected or known security incidents, mitigate harmful effects of security incidents, and document security incidents and their outcomes. VMT shall also designate a security official responsible for the development, implementation and maintenance of all the safeguards in this Schedule.(2) Testing – VMT shall regularly test the key controls, systems and procedures of its Information Security Program to ensure that they are properly implemented and effective in addressing the threats and risks identified. Tests should be conducted or reviewed by independent third parties or staff independent of those that develop or maintain the security programs.(3) Security Awareness and Training – a security awareness and training program for all members of VMT’s workforce (including management), which includes training on how to implement and comply with this Schedule.(4) Adjust the Program – VMT shall monitor, evaluate, and adjust, as appropriate, the Information Security Program in light of any relevant changes in technology or industry security standards, the sensitivity of the Personal Data, internal or external threats to VMT or the Personal Data, requirements of applicable work orders, and VMT’s own changing business arrangements, such as mergers and acquisitions, alliances and joint ventures, outsourcing arrangements, and changes to information systems.

(e) Audit Access(1) Audit Access – VMT shall provide, within ten (10) days’ written notice to Media Company, access to facilities, systems, records and supporting documentation in order for Media Company to audit VMT’s compliance with its obligations under or related

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to this Schedule. Audits shall be subject to all applicable confidentiality obligations agreed to by Media Company and VMT, and shall be conducted in a manner that minimizes any disruption of VMT’s performance of services and other normal operations.

SURVIVAL

All data privacy and security obligations shall survive any termination or expiration of the Agreement with respect to Personal Data.

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