NON-THEATRICAL LICENSE AGREEMENT

This Non-Theatrical License Agreement (“Agreement”) dated January 1, 2013 (“Effective Date”), is made by and between Columbia Pictures Corporation Limited (“Licensor”), and Filmbank Distributors Limited (“Licensee”). For good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

PRINCIPAL TERMS AND CONDITIONS OF TITLE-BY-TITLE LICENSE(“Title-by-Title Principal Terms”)

1. CERTAIN DEFINITIONS. For purposes of this Title-by-Title License, the followingdefinitions shall apply:

1.1 “Approved DC Delivery” shall mean the secured Encrypted delivery via Streaming of audio-visual content to an Approved DC Device via the global, public network of interconnected networks (including the so-called Internet, Internet2 and World Wide Web), each using technology which is currently known as Internet Protocol (“IP”), free to the consumer (other than a common carrier/ISP access charge), whether transmitted over cable, DTH, FTTH, ADSL/DSL, broadband over power lines (BPL) or other means (the “Internet”). For the avoidance of doubt, “Approved DC Delivery” shall not include delivery over any so-called “walled garden” or closed ADSL/DSL, cable or FTTH service, other subscriber-based system or service, Bluetooth kiosks, side-loading or any other delivery means not set forth herein, unless such delivery mechanisms are approved in writing by Licensor.

1.2 “Approved DC Device” means a Personal Computer.

1.3 “Authorized DC Viewer” means an authenticated student of an Authorized Educational Institution in the Territory, who has been authenticated by the DC FOD Service to be enrolled, at the time of reception of a FOD Program, in the specific class for which the relevant FOD Program is being made available on the DC FOD Service.

1.4 Authorized Educational Institution ” means a college, university or other similar educational institution which, pursuant to an agreement with Licensee (solely as allowable pursuant to this Agreement), has been granted the right to make available to enrolled students the DC FOD Service for the viewing of FOD Programs for educational purposes in connection with educational courses being offered by such educational institution.

1.5 “DC FOD Service” means the private Non-Theatrical FVOD programming service (which is not primarily supported by advertisement revenues and sponsorships) that is, and at all times during the Term shall be, (a) wholly-owned and controlled by Licensee (Licensor acknowledges that certain technical aspects of the service may be operated through a third-party back-end service provider as set forth below in this section), (b) currently branded as the “Digital Campus” programming service (with such branding subject to change by Licensee at Licensee’s discretion subject to prior written notice to Licensor), and (c) accessible through the websites of Authorized Educational Institutions as authorized by Licensee in accordance with this Agreement. Licensor acknowledges that Licensee shall be engaging Non Theatrical Digital Partners Limited. (“NTD”), an affiliate of Licensee, or another third party systems provider for its technical delivery systems to deliver the DC FOD Service (if Licensee engages a party other than NTD such engagement shall be subject to Licensor’s prior written approval), however, Licensee shall not be relieved of any of its obligations under this Agreement as a result of its utilization of a third party’s systems and Licensee shall be responsible for ensuring that any relevant third party provider complies with the terms of this Agreement including, without limitation, the Content Protection Filmbank NT License Agmt -JC.docx

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Requirements and Obligations. Additionally, any act or omission by a third party service provider that would be a breach of this Agreement if done or failed to be done by Licensee shall be deemed to be a breach of this Agreement by Licensee, and Licensee shall indemnify Licensor for any claims arising from any such breach or any actions of any such third party service provider.

1.6 “FDLR Scheme”: means Licensee’s learning resource licensing program under which Licensee shall distribute certain Title-by-Title Programs (identified by Licensee and approved by Licensor) for Non-Theatrical Exhibition for educational purposes, pursuant to the terms of this Agreement.

1.7 “Home Video Street Date” or “HVSD” means for a program, the date on which such program is first made generally available for rent in the relevant country of the Territory on a non-exclusive basis to the general public in the DVD format.

1.8 “Title-by-Title Authorized Exhibitor” means each person or entity that is authorized by Licensee in writing to exhibit a Title-by-Title Program on a Title-by-Title Non-Theatrical Exhibition basis.

1.9 “Title-by-Title Program” means each feature-length film and/or television episode that Licensor, in its sole discretion, approves, authorizes, and makes available to Licensee for Title-by-Title Non-Theatrical Exhibition during the Term.

1.10 “Title-by-Title Gross Receipts” means all monies received by Licensee, as film rentals, license fees, or any other revenues in all cases net of value added tax (“VAT”) derived in the Territory from the use or exhibition of each Title-by-Title Program without offset or deduction of any kind (except for VAT).

1.11 “Title-by-Title License Fee” means the fee payable by Licensee to Licensor pursuant to Section 3 of the Title-by-Title Principal Terms.

1.12 “Title-by-Title Non-Theatrical Exhibition” means the exhibition of Authorized Media of Title-by-Title Programs for the number of exhibitions, period of time and/or time of day as specified by Licensee.

2. GRANT OF LICENSE.

2.1 Subject to the terms and conditions set forth in this Agreement, Licensor grants to Licensee, and Licensee accepts from Licensor, a non-exclusive license to exhibit, and to license Title-by-Title Authorized Exhibitors to exhibit, each Title-by-Title Program during such Title-by-Title Program’s License Period solely by means of Authorized Delivery throughout the Territory in the Licensed Language by means of Title-by-Title Non-Theatrical Exhibition of Physical Media and Digital Media on a Linear and/or On-Demand basis in the Public Areas of all Non-Theatrical Venues and in the Temporary Dwelling Units of all Non-Theatrical Venues other than those listed at Section 1.15(i)(g) of the Standard Terms and Conditions (“STAC”) before the respective patrons of such Non-Theatrical Venues while, for the avoidance of doubt, such patrons are located within such Non-Theatrical Venues, except as specifically provided for pursuant to this Section 2. With respect to any Title-by-Title Program that is exhibited pursuant to the terms of this Section prior to its HVSD, any such exhibition shall be subject at all times to the content protection requirements and obligations set forth on Schedule B attached hereto. For the avoidance of doubt, Licensee may bring to Licensor different content delivery

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systems to be used for the exploitation of Programs for approval hereunder. For the avoidance of doubt, the rights granted hereunder specifically exclude the right to exhibit any Title-by-Title Program in any Temporary Dwelling Unit of Non-Theatrical Venues listed at Section 1.15(i)(g) of the Standard Terms and Conditions attached hereto as Schedule A.

2.2 Licensee may exhibit, and authorize Authorized Educational Institutions (which shall be deemed Title-by-Title Authorized Exhibitors) to exhibit, each Title-by-Title Program that has been pre-approved in writing by Licensor (“FOD Programs”) during its License Period in the Licensed Language, on a Non-Theatrical FVOD basis on the DC FOD Service solely to Authorized Viewers (whether or not such Authorized Viewers are located within such Authorized Educational Institution at the time of exhibition) in the Territory, delivered by Approved DC Delivery in Standard Definition for reception on Approved DC Devices and using VCR Functionality, subject at all times to the content protection requirements and obligations set forth on Schedule B attached hereto.

2.3 Licensor may withdraw any FOD Program from exploitation on a Non-Theatrical FVOD basis and via the DC FOD Service at any time upon written notice, and Licensee shall remove any withdrawn programs from the DC FOD Service within 2 business days of Licensor’s notice. Withdrawal of an FOD Program under this section shall in no event be deemed to be, or in any way constitute, a breach of the Agreement, and Licensee shall not be entitled to any rights or remedies as a result of such withdrawal including, without limitation, any right to recover for lost profits or interruption of its business. All revenues generated by Licensee from exploiting a FOD Program on a Non-Theatrical FVOD basis shall be included in Title-by-Title Gross Receipts for such FOD Program and subject to the calculation of Licensor’s Title-by-Title License Fee for any such FOD Program pursuant to Section 3 of these Title-by-Title Principal Terms.

3. TITLE-BY-TITLE LICENSE FEE. In consideration of the license herein granted, Licensee shall pay to Licensor a license fee (“Title-by-Title License Fee”) with respect to each Title-by-Title Program licensed hereunder as set forth below:

3.1 Except as set out in Section 3.2 below, the Title-by-Title License Fee for each Title-by-Title Program shall be 65% of One Hundred Percent (100%) of the Title-by-Title Gross Receipts with respect to such Title-by-Title Program. The Title-by-Title License Fee specified herein is exclusive of and shall be unreduced by any tax, levy or charge, the payment of which shall be the responsibility of Licensee. The Title-by-Title License Fee shall be payable in British pounds. For the avoidance of doubt Licensee shall be entitled to retain 35% of One Hundred Percent (100%) of the Title-by-Title Gross Receipts with respect to each Title-by-Title Program under this Section 3.1.

3.2 The Title-by-Title License Fee for each Title-by-Title Program exploited and distributed by Licensee as part of the FDLR Scheme shall be 50% of One Hundred Percent (100%) of the Title-by-Title Gross Receipts with respect to such Title-by-Title Program. The Title-by-Title License Fee specified herein is exclusive of and shall be unreduced by any tax, levy or charge, the payment of which shall be the responsibility of Licensee. The Title-by-Title License Fee shall be payable in British pounds. For the avoidance of doubt Licensee shall be entitled to retain 50% of One Hundred Percent (100%) of the Title-by-Title Gross Receipts with respect to each Title-by-Title Program under this Section 3.2

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4. STATEMENTS; PAYMENTS; AUDITING RIGHTS. Licensee shall provide monthly statements (“Title-by-Title Statements”) to Licensor for each month during the Term showing, in detail reasonably satisfactory to Licensor for each Title-by-Title Program under license during such month, the appropriate calculations with respect to any License Fees payable to Licensor hereunder with respect to such Title-by-Title Program during such month, within thirty (30) days after the close of such month. Upon acceptance of each such Title-by-Title Statement, Licensor will invoice Licensee for the amount due to Licensor and Licensee shall pay such invoice within thirty-five (35) days of the date of receipt of such invoice. Acceptance by Licensor of any such Title-by-Title Statement and accompanying payment shall not preclude Licensor from thereafter questioning the accuracy thereof and exercising its audit rights with respect thereto.

5. APPROVED SUB-DISTRIBUTORS. For the purposes of this Agreement, Licensor expressly agrees and acknowledges that Licensee’s existing appointments of the following sub-distributors of Title-by-Title Programs in the following countries, as of the date of this Agreement (and any existing percentage distribution fees currently retained by such sub-distributors pursuant to such appointments) are hereby approved:

(i) M&M Viihdepalvelu Oy Finland

(ii) PM Movie S.R.L Italy

(iii) ProVideo Romania and Hungary

(iv) Seachoice Ltd United Kingdom, and Denmark, Norway, Sweden, Finland, Iceland and the Faroe Islands (“Scandinavia”)

(v) Walport International Limited United Kingdom, Scandinavia, Germany, Greece and Cyprus

(vi) Shooting Stars (LLC) United Arab Emirates

(vii) GFD Communications Ltd Republic of Ireland

(viii) VDA UK Ltd United Kingdom

6. REMAINING TERMS. The remaining terms and conditions of this Title-by-Title License are set forth in Schedule A attached hereto. In the event of a conflict between any of the Title-by-Title Principal Terms and Schedule A, the Title-by-Title Principal Terms shall control over Schedule A.

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PRINCIPAL TERMS AND CONDITIONS OF BLANKET LICENSE(“Blanket Principal Terms”)

1. CERTAIN DEFINITIONS. For purposes of this Blanket License, the following definitions shall apply:

1.1 “Blanket Authorized Exhibitor” means a Non-Theatrical Venue that is authorized by Licensee in writing to exhibit Blanket Programs on a Blanket Non-Theatrical Exhibition basis.

1.2 “Blanket Gross Receipts” means all monies received by Licensee by Blanket Authorized Exhibitors in respect of such Blanket Authorized Exhibitors’ participation in Licensee’s blanket license program in the Territory, net of VAT, without any other offset or deduction of any kind.

1.3 “Blanket License Fee” means the fee payable by Licensee to Licensor pursuant to Section 3 of the Blanket Principal Terms.

1.4 “Blanket Program” means each feature-length film and/or television episode available in either Physical Media and/or Digital Media during the Term under license from Licensor or an affiliate of Licensor in the Territory.

1.5 “Blanket Non-Theatrical Exhibition” means the exhibition of Authorized Media of Blanket Programs without restriction as to the number of exhibitions, or the date or time of such exhibitions, but subject at all times to, for the avoidance of doubt, the applicable License Period.

2. GRANT OF LICENSE. Subject to the terms and conditions set forth in this Agreement, Licensor grants to Licensee, and Licensee accepts from Licensor, an exclusive license to grant Blanket Authorized Exhibitors the right to exhibit each Blanket Program during such Blanket Program’s License Period solely by means of Authorized Delivery throughout the Territory in the Licensed Language by means of Blanket Non-Theatrical Exhibition of Physical Media and Digital Media on a Linear and/or On-Demand basis in the Public Areas of all Blanket Non-Theatrical Venues before the respective patrons of such Non-Theatrical Venues while, for the avoidance of doubt, such patrons are located within such Non-Theatrical Venues. Notwithstanding the foregoing, Licensee may exhibit and authorize Blanket Authorized Exhibitors of Non-Theatrical Venues listed at Section 1.15(ii)(f) of the STAC to exhibit, each Blanket Program in DVD or Blu-Ray format in the Temporary Dwelling Units of those Non-Theatrical Venues listed at such Section 1.15(ii)(f). Licensor shall notify Licensee within a reasonable time of any feature-length films and/or television episodes for which Licensor owns or controls the non theatrical blanket licensing exhibition rights in the Territory but which the Licensee may not include in Licensee’s blanket licensing program.

3. BLANKET LICENSE FEE. In consideration of the rights granted hereunder, Licensee shall pay to Licensor a license fee determined in accordance with this Section 3 (the “Blanket License Fee”) which shall be the sum of all license fees owed in the Territory in consideration of the blanket licenses granted to Licensee hereunder, whether calculated pursuant to the UK Blanket License Fee calculation or the Non-UK Blanket License Fee calculation. For each Blanket License Term Year, the Blanket License Fee shall be determined as set forth within this Section 3.

3.1 Blanket License Fee Calculation for the United Kingdom.

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3.1.1 For each Blanket Program, the license fee due to Licensor in the relevant market sector shall be the product of the number of Screenings for such Blanket Program in such market sector multiplied by the Average Revenue Per Screening.

3.1.2 The license fees for all Blanket Programs in a market sector shall be aggregated, and thereafter all license fees for all market sectors in the United Kingdom shall be aggregated and such aggregated license fees shall compose the “UK Blanket License Fee” due to Licensor for each Term Year.

3.1.3 The “Average Revenue Per Screening” shall be calculated as follows: With respect to each specific market sector, all monies paid or payable to Licensee by Blanket Authorized Exhibitors in respect of such Blanket Authorized Exhibitors’ participation in Licensee’s blanket license program, after deduction therefrom only of sales tax, use tax, VAT or their equivalents actually and irrevocably paid by Licensee to tax authorities as a prerequisite to exhibiting such feature in the United Kingdom, with no further deduction or offset allowed of any kind, the “Market-Based Blanket Gross Receipts”, shall thereafter be subject to reduction by Licensee’s 35% fee, which shall then produce the “Market-Based Blanket Net Receipts” for such market sector. Thereafter, the Market-Based Blanket Net Receipts shall be divided by the total number of Screenings of all motion pictures by Blanket Authorized Exhibitors in the relevant market pursuant to their valid and authorized participation in Licensee’s blanket licensing program in the United Kingdom, which shall yield the Average Revenue Per Screening. For purposes of this Agreement, “Screening”, shall mean one or more exhibitions of a motion picture from any copyright holder who has directly or indirectly licensed such motion picture to Licensee for inclusion in the Licensee’s blanket license program by an Blanket Authorized Exhibitor pursuant to its valid and authorized participation in Licensee’s blanket license program in the United Kingdom. For the sake of clarity, multiple exhibitions of a motion picture by one Blanket Authorized Exhibitor shall count only as one Screening, provided that, (i) a separate exhibition by a separate Blanket Authorized Exhibitor of the same motion picture or (ii) an exhibition by the first Blanket Authorized Exhibitors of a different movie, shall in both events be counted, for the purposes of determining the number of Screenings in a market, as two separate Screenings. For the avoidance of doubt an example calculation of the UK Blanket License Fee is attached to this Agreement at Schedule C. In the event of any inconsistency or ambiguity between the provisions of Sections 3 of these Blanket Principal Terms and the example calculation set out in Schedule C, the methodology in Schedule C shall prevail.

3.1.4 The UK Blanket License Fee specified herein is a net amount and shall be payable in British Pounds and unreduced by any tax, levy or charge, the payment of which shall be the responsibility of Licensee.

3.2 Alternate Blanket License Fee Calculation for Non-UK Countries

3.2.1 Licensee shall use its commercially reasonable efforts to calculate the Blanket License Fees for each country in the Territory other than the United Kingdom (“Non-UK Blanket License Fee”) in the same manner as set out in Section 3.1 of these Blanket Principal Terms and the example calculation set out in Schedule C.

3.2.2 If, after its due exercise of commercially reasonable efforts to utilize the Blanket License fee calculation per Section 3.1 above to calculate a Non-UK Blanket License Fee Licensee is unable to carry out such a calculation, then Licensee shall, acting reasonably and in good faith, calculate the relevant Non-UK Blanket License Fee payable to the Licensor in

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respect of countries in the Territory other than the United Kingdom as set out in Sections 3.2.3 to 3.2.4.

3.2.3 The proportion of total payments under the Licensee’s blanket license program in each Blanket License Term Year (excluding any associated VAT payments) from Blanket Authorized Exhibitors (or where applicable, from third parties pre-approved by Licensor, in writing, who collect payments from Blanket Authorized Exhibitors, less a distribution fee retained by such third parties) in such country, which are attributable to Blanket Programs shall be as calculated pursuant to the formula for calculating Non-UK Blanket License Fees as set out below:

Step 1 - Number of Blanket licenses sold in “country A” multiplied by price of such Blanket licenses in such country = “Non-UK Blanket Overall Gross Revenue”;

Step 2 - Non-UK Blanket Overall Gross Revenue minus any pre-approved sub-distributor

distribution fees;

Step 3 - The left over sum from above minus Licensee distribution fee of 35% = “Non-UK Blanket Net Receipts”

Step 4 - Non-UK Blanket Net Receipts in each Blanket License Term Year shall be

allocated to participating studios based on the studio share of the home entertainment market in such year (if title by title licensing is not available), the following illustrative data below is for example purposes only:

Studio A - 10% home entertainment market share in country A in year “X”- Non-UK Blanket Net Receipts in year “X” multiplied by 0.10

Studio B - 30% home entertainment market share in country A in year “X” - Non-UK Blanket Net Receipts in year “X” multiplied by 0.30

Sony - 40% home entertainment market share in country A in year “X”- Non-UK Blanket Net Receipts in year “X” multiplied by 0.40

Studio C - 20% home entertainment market share in country A in year “X”- Non-UK Blanket Net Receipts in year “X” multiplied by 0.20”

3.2.4 Filmbank shall pay all Non-UK Blanket License Fees in accordance with Section 4 below.

4. STATEMENTS; PAYMENTS. At the end of each month of the Term, Licensee will provide to Licensor a report detailing the number of blanket licenses sold by Licensee as part of Licensee’s blanket licensing programs in each market sector in the previous month. Licensee shall provide, within sixty (60) days of the end of each Blanket License Term Year, statements ("Blanket Statements") to Licensor showing, in detail reasonably satisfactory to Licensor, the appropriate calculations of the Blanket License Fee due to Licensor in respect of such Blanket License Term Year. Each such Blanket Statement shall

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include, at a minimum, (i) the Blanket License Fee for the applicable Blanket License Term Year as well as sufficient detail indicating how Licensee calculated the Blanket License Fee for such Blanket License Term Year; and (ii) the Market-Based Blanket Gross Receipts and Non-UK Blanket Net Receipts for the applicable Blanket License Term Year as well as sufficient detail indicating how Licensee calculated Market-Based Blanket Gross Receipts and Non-UK Blanket Net Receipts for such Blanket License Term Year. Licensee shall pay Licensor Blanket License Fees in respect of each Blanket License Term Year for each Territory annually on or before July 30th of each year of the Term (for the avoidance of doubt, any owed payments to Licensor will be paid even if the Term has previously concluded), or as otherwise agreed in writing between the parties. Acceptance by Licensor of any Blanket Statement or any payment of any fees from Licensee shall not preclude Licensor from thereafter questioning the accuracy thereof and exercising its audit rights with respect thereto.

5. APPROVED SUB-DISTRIBUTORS. For the avoidance of doubt, Licensor expressly agrees and acknowledges that Licensee’s existing appointments of the following sub-distributors of Blanket Programs in the following countries outside the United Kingdom, as of the date of this Agreement (and any existing percentage distribution fees currently retained by such sub-distributors pursuant to such appointments) are hereby approved for the purposes of this Agreement:

(i) M&M Viihdepalvelu Oy Finland(ii) CopyDan/Filmret Denmark(iii) ProVideo Romania

6. REMAINING TERMS. The remaining terms and conditions of this Blanket License are set forth in Schedule A attached hereto. In the event of a conflict between any of the Blanket Principal Terms and Schedule A, the Blanket Principal Terms shall control over Schedule A.

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

Columbia Pictures Corporation Limited Filmbank Distributors Limited

By:

Title:

By:

Title:

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SCHEDULE ASTANDARD TERMS AND CONDITIONS OF NON-THEATRICAL LICENSE AGREEMENT

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

1. DEFINITIONS

1.1 “Authorized Delivery” means the following audio-visual exhibition systems within each Non-Theatrical Venue: (a) traditional projection means, (b) closed-circuit, on-site originated television, and (c) locally originated, closed, digital network (i.e., intranet), in each case, of Authorized Media. Each Authorized Delivery system shall be wholly owned and operated by such Non-Theatrical Venue and/or its authorized third-party service provider acting on such Non-Theatrical Venue’s behalf, provided that, Licensor acknowledges and agrees that certain software and technical hardware of Authorized Delivery systems used by Non-Theatrical Venues and/or Licensee’s sub-distributors, may be owned by third-party vendors and only licensed or leased to such Non-Theatrical Venues and/or such Licensee’s sub-distributors. Authorized Delivery specifically excludes any Television Delivery System.

1.2 “Authorized Exhibitor” shall mean each Title-by-Title Authorized Exhibitor and each Blanket Authorized Exhibitor.

1.3 “Authorized Media” shall mean Physical Media and Digital Media.

1.4 “Availability Date” shall mean, with respect to each Program, the date on which such title is first made available by Licensor to Licensee for exhibition on a Non-Theatrical Exhibition basis, as determined in Licensor’s sole discretion and as set forth in a written availability notice from Licensor to Licensee.

1.5 “Digital Media” shall mean any legally obtained electronic file embodying a Program.

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

1.7 “Licensed Language” shall mean for each program licensed hereunder, the original language version or any other language version dubbed or subtitled into such relevant language, to the extent approved in writing by Licensor.

1.8 “License Period” shall mean, with respect to each Program, the period commencing on such Program’s Availability Date and ending on the date as notified by Licensor to Licensee.

1.9 “Linear” means a fixed schedule of programming, the exhibition start time of which is determined by Licensee or an Authorized Exhibitor.

1.10 “Materials” means, collectively, Authorized Media and Promotional Materials (as defined in Section 6.3).

1.11 “Non-Theatrical Exhibition” means Title-by-Title Non-Theatrical Exhibition and/or Blanket Non-Theatrical Exhibition.

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1.12 “Non-Theatrical FVOD” (a.k.a. “Non-Theatrical Free-Video-On-Demand”) means the point-to-point non-linear exhibition of a single audio-visual program which is: (a) not primarily supported by advertisement revenues and sponsorships, (b) without commercial interruption but with a minimum of three (3) seconds of a black-out or buffer between any commercial, advertisement or public service announcement and the commencement of such exhibition and a minimum of three (3) seconds of a black-out or buffer between the end of such exhibition and the next commercial, advertisement or public service announcement, (c) in response to the request of an end-viewer for which such end-viewer pays no fees or charges for the privilege of viewing such exhibition (whether in the nature of a transaction, rental or other fee), (d) susceptible of and intended for viewing by such end-viewer simultaneously with the delivery of such program; and (e) the exhibition start time of which is determined by such end-viewer, but neither Licensee nor an Authorized Exhibitor, in such end-viewer’s discretion.

1.13 Intentionally Omitted.

1.14 “Non-Theatrical TVOD” (a.k.a. “Non-Theatrical Transactional-Video- On-Demand” means the point-to-point non-linear exhibition of a single audio-visual program which is: (a) not primarily supported by advertisement revenues and sponsorships, (b) without commercial interruption but with a minimum of three (3) seconds of a black-out or buffer between any commercial, advertisement or public service announcement and the commencement of such exhibition and a minimum of three (3) seconds of a black-out or buffer between the end of such exhibition and the next commercial, advertisement or public service announcement, and (c) in response to the request of an end-viewer for which such end-viewer is charged and pays a material per-transaction fee for which such end-viewer may view such program an unlimited number of times during a twenty-four (24) hour viewing period; (d) the exhibition start time of which is determined by such end-viewer, but neither Licensee nor an Authorized Exhibitor, in such end-viewer’s discretion.

1.15 “Non-Theatrical Venues” means (i) with respect to the Title-by-Title license grant to Licensee, as set forth in the Title-by-Title Principal Terms: the following venues: (a) Business and professional facilities including conference/convention centers, day care or child care centers, nurseries, playgrounds, youth sports centers, youth centers and clubs, youth organizations, recreational and children’s areas in retail environments (including but not limited to shopping centers, retail units (including high street retailers, DVD and video outlets and hair salons) and malls), private clubs, restaurants, night clubs, cafes, karaoke bars, public houses, bars, coffee shops, spas and salons, casinos, sports arenas, health centers and social clubs (including working men’s clubs, women’s institutes, leisure centers, spas); (b) Corporate facilities for presentation to employees and/or associated constituents; (c) Colleges, universities and educational institutions including primary, junior and infant schools, 6 th form colleges, vocational, parochial, private, and public education facilities including associated residence halls and training facilities, lounges, cafeterias, auditoriums, classrooms, arenas, fields, stadiums, chapels and athletic facilities; (d) Government agencies, establishments, institutions, organizations, and ministries of the government at national, regional, and local levels, and associated military bases; (e) Film societies (including mobile cinemas), museums, cultural centers and art centers; (f) Hospitals and medical facilities including acute care, assisted living communities, blood banks, dialysis centers, drug study centers, long term care facilities, medical offices, mental health, psychiatric facilities, nursing homes, care homes, rehabilitation facilities, retirement communities, senior centers, treatment facilities and other medical facilities including lounge areas, auditoriums and waiting rooms; (g) Hotels and motels; (h) Libraries, media centers and facilities lending or loaning audio visual materials; (i) Mobile homes parks, water parks, theme parks, park and recreational facilities, public landmarks, campgrounds, resorts, summer camps, beaches, and zoos; (j) Penal institutions, prisons, correctional facilities, detention centers and youth correctional facilities; (k) Places of worship including churches, mosques, religious retreats, synagogues, temples and other places of worship; (l) Parking lots and oil rigs; and (m) Transportation markets (excluding cruise ships and airlines but including trains, buses, motor coaches, river cruises,

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ferries, passenger barges, yachts, and other commercial passenger vessels), including the associated theaters therein, operating within the Territory; and (ii) with respect to the Blanket license grant to Licensee, as set forth in the Blanket Principal Terms the following venues: (a) Business and professional facilities, including conference/convention centers, day care or child care centers, nurseries, playgrounds, youth sports centers, youth centers and clubs, youth organizations, recreational and child care services areas in retail environments (including but not limited to shopping centers, retail units (including high street retailers, DVD and video outlets and hair salons) and malls), private clubs, restaurants, night clubs, cafes, karaoke bars, public houses, bars, coffee shops, spas and salons, sports arenas, health centers, and social clubs(including working men’s clubs, women’s institute, leisure centers, spas); (b) Corporate facilities for presentation to employees and/or associated constituents; (c) Colleges, universities and educational institutions including primary, junior and infant schools, 6 th form colleges, vocational, parochial, private, and public education facilities including associated residence halls and training facilities, lounges, cafeterias, auditoriums, classrooms, arenas, fields, stadiums, chapels and athletic facilities; (d) Government agencies, establishments, institutions, organizations, and ministries of the government at national, regional, and local levels, and associated military bases; (e) Surgical centers, dentist’s offices, assisted living facilities, and long term care facilities, Hospitals and medical facilities including acute care, assisted living communities, blood banks, dialysis centers, drug study centers, long term care facilities, medical offices, mental health facilities, psychiatric facilities, nursing homes, care homes, rehabilitation facilities, retirement communities, senior centers, treatment facilities and other medical facilities including lounge areas, auditoriums and waiting rooms (f) Hotels and motels; (g) Libraries, (h) Mobile home parks, and campgrounds, (i) Penal institutions, prisons, correctional facilities, detention centers, and youth correctional facilities; (j) Places of worship including churches, mosques, religious retreats, synagogues, temples and other places of worship; and (k) trains, coaches and buses; and (l) Mobile homes parks, water parks, theme parks, park and recreational facilities, public landmarks, campgrounds, resorts, summer camps, beaches, and zoos.

1.16 “On Demand” means Non-Theatrical FVOD and Non-Theatrical TVOD.

1.17 “Personal Computer” shall mean an IP-enabled desktop or laptop device with a hard drive, keyboard and monitor, designed for multiple office and other applications using a silicon chip/microprocessor architecture and shall not include any mobile phones or tablets. A Personal Computer must support one of the following operating systems: Windows XP, Windows 7, Mac OS, subsequent versions of any of these, and other operating system agreed in writing with Licensor.

1.18 “Physical Media” means 16mm, 35mm, and 70mm film, Videocassette, DVD (including encrypted DVDs), and Blu-ray disc.

1.19 “Private Residence” means a private residential dwelling unit, excluding Temporary Dwelling Units.

1.20 “Program” means each Title-by-Title Program and each Blanket Program.

1.21 “Public Areas” means areas which are open to the general public, such as waiting rooms, lobbies, conference rooms, public meeting rooms, and other similar areas, and areas for which an admission fee is charged. Public Areas specifically exclude Private Residences and Temporary Dwelling Units.

1.22 “Standard Definition” means (a) for NTSC, any resolution equal to or less than 480 lines of vertical resolution (and equal to or less than 720 lines of horizontal resolution) and (b) for PAL, any resolution equal to or less than 576 lines of vertical resolution (and equal to or less than 720 lines of horizontal resolution).

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1.23 “Streaming” means the transmission of a digital file containing audio-visual content from a remote source for viewing concurrently with its transmission, which file, except for temporary caching or buffering, may not be stored or retained for viewing at a later time (i.e., no leave-behind copy – no playable copy as a result of the stream – resides on the receiving device).

1.24 “Television Delivery System ” shall mean a Cable Television System (CTV), a Direct to Home (DTH) system, a Satellite Master Antenna Television (SMATV) system, a Satellite Television (STV) system, a Multipoint Television Distribution System (MDS) or Multichannel Multipoint Distribution System (MMDS) system, a Master Antenna Television System (MATV) System or Digital Terrestrial Television System (DTT).

1.25 “Temporary Dwelling Unit” means any private or semi-private, temporary or semi-permanent dwelling unit of a Non-Theatrical Venue.

1.26 “Territory” shall mean (i) with respect to the Title-by-Title license grant to Licensee, as set forth in the Title-by-Title Principal Terms: the United Kingdom, Ireland, Italy, Portugal, Belgium, France, the Netherlands, the Czech Republic, Hungary, Romania, Croatia, Estonia, Ukraine, Slovenia, Poland, Turkey, UAE, Morocco, India, Malaysia, the Philippines, Singapore, Argentina, Brazil, Chile, Finland, Denmark, Norway, Sweden, Iceland, the Faroe Islands, Germany, Greece, Cyprus and Mexico, and (ii) with respect to the Blanket license grant to Licensee, as set forth in the Blanket Principal Terms: the United Kingdom, Sweden, Denmark, Norway, Finland, Romania, and South Africa. The parties agree that additional countries may be added as part of the Territory subject to good faith discussion and mutual written approval.

1.27 “VCR Functionality” means the capability of a user to perform any or all of the following functions with respect to the exhibition of a FOD Program: stop, start, pause, play, rewind and fast forward.

1.28 “Videocassette” shall mean a videocassette in the one-half inch (1/2”) Beta format, VHS format or the three-quarter inch (3/4”) U-Matic format.

2. TERM. The term of this Agreement (“Term”) shall commence on the Effective Date and shall continue until terminated by either Licensor or Licensee in accordance with the terms of this Agreement (“Termination Date”); provided that, if a Title-by-Title Program’s License Period expires after the Termination Date, Licensee shall have the right to continue to authorize Title-by-Title Authorized Exhibitors to exhibit such Title-by-Title Program through the end of such License Period. Each twelve-month period commencing on the Effective Date during the Term shall be a “Term Year.” Licensor acknowledges and agrees that Licensee grants annual Blanket Licenses to Blanket Authorized Exhibitors under Licensee’s blanket license program for fixed year periods (each a “Blanket License Term Year”) and that if a Blanket License Term Year expires after the Termination Date, Licensee shall have the right to continue to authorize Blanket Authorized Exhibitors to exhibit Blanket Programs through to the end of such Blanket License Term Year, subject to the terms of this Agreement, including any relevant License Periods. After two (2) years following the Effective Date, either Licensor or Licensee may terminate this Agreement for convenience by giving the other party not less than six (6) months prior written notice.

3. RESTRICTIONS ON LICENSE. Non-Theatrical Exhibition shall not include the right to exhibit the Programs by means of cable, wireless broadcast transmission, in any Private Residence (except as specifically set forth in the terms of this Agreement); in any Temporary Dwelling Unit of a hotel or motel other than as explicitly and specifically set forth in Section 2 of the Title-by-Title License and Section 2 of the Blanket License; by the medium of any form of television (including, without limitation, free, pay, subscription, pay-per-view or video-on-demand services); or in theatres; nor shall Non-Theatrical

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Exhibition include any form of home video sales or rentals (whether by electronic downloading, sell-through, on-demand, DVD, Blu-ray Disc, VHS or otherwise).

4. RESERVED RIGHTS. All licenses, rights and interest in, to and with respect to the Programs, the elements and parts thereof, and the media and/or means of exhibition and exploitation thereof, not specifically and explicitly granted herein to Licensee are specifically and entirely reserved by and for Licensor. Licensor reserves all copyrights, and all the other rights in the images and sound embodied in the Programs. Licensee acknowledges that Licensee has no right in the Programs or the images or sound embodied therein, other than the right to exhibit and to authorize Authorized Exhibitors to exhibit the Programs on the terms and conditions set forth in this Agreement. It is explicitly understood that the entering into of this Agreement shall not be construed as granting to Licensee or any other person or entity any interest in the copyright or any other right in the Programs, and nothing contained in this Agreement is intended to convey or will convey to Licensee any ownership or other proprietary interests in the Programs and Licensor retains the right to fully exploit the Programs and Licensor's rights therein without limitation.

5. PAYMENTS; AUDIT RIGHTS.

5.1 All amounts payable to Licensor hereunder shall be paid to the account designated by Licensor to Licensee in writing from time to time. Until Licensor notifies Licensee otherwise, Licensor hereby directs Licensee to make all payments due under this Agreement as follows:

If by wire transfer, then to:

Bank Name: Barclays Bank PLCAccount Holder: Columbia Pictures Corporation LimitedAccount Number: 70738360Sort Code: 20 - 00 - 00Reference: Filmbank

5.2 Without prejudice to any other right or remedy available to Licensor under this Agreement, any payment scheduled to be made hereunder by Licensee to Licensor which is not made by the date when such payment was due will bear interest, accruing from its original due date, at a rate equal to the lesser of (x) 110% of the prime rate as published in the Western Edition of The Wall Street Journal and (y) the maximum rate permitted by applicable law it being specified that the interest shall not be lower than the minimum rate mandated by law from time to time. Any such amounts which become due to Licensor hereunder shall immediately be due and payable and shall be governed by the other terms and provisions of this Agreement relating to the payment of money.

5.3 Licensee shall keep and maintain proper, complete and correct books of account and records in connection with Licensee’s compliance with the terms hereof. Licensee shall retain all such books and records, data, papers correspondence, vouchers, invoices and contracts relating to its relevant operations hereunder until three (3) years after Licensor’s receipt of the relevant Statement rendered hereunder and thereafter as long as any dispute may be outstanding with respect thereto. During such period, Licensor shall have the right, upon reasonable prior written notice, through its representatives and/or accountants, at its own cost, at all times during regular business hours, to have free and full access to and to examine all such books, records, papers, correspondence, contracts, invoices, vouchers and all other data relating to this Agreement, at the offices of Licensee and of its agents, and to require of the

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officers, employees and agents of Licensee such information and reasonable explanation, if so requested, of any and all items and transactions as Licensor may require for a proper understanding thereof ("Audit"). In case of any Audit, such representatives and/or accountants shall have full and absolute right to make copies of and take extracts and excerpts from any and all books, records, papers, correspondence, contracts, invoices, vouchers and all other data. The exercise by Licensor of any right to audit at any time or times upon reasonable prior written notice or the acceptance by Licensor of any Statement or payment shall be without prejudice to any of Licensor's rights or remedies and shall not bar Licensor from thereafter disputing the accuracy of any payment of any other Statement, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If an Audit reveals that Licensee has under-reported amounts due hereunder or has misrepresented any other item bearing upon the amounts due or payable to Licensor, Licensee agrees, in addition to recomputing and making immediate payment of the amounts due based on the true items, together with interest thereon at the rate provided in Section 5.2, above, to pay reasonable costs and expenses incurred by Licensor in connection therewith or with enforcing the collection thereof.

6. MATERIALS.

6.1 Delivery of Physical Media. Licensor shall be under no obligation to deliver or provide access to any Physical Media with respect to any Program licensed hereunder. Notwithstanding the foregoing, upon Licensee’s request and to the extent approved in writing by Licensor, Licensor will deliver or provide access to Physical Media of a Title-by-Title Program (a “Delivered Program”) on a Title-by-Title Program by Title-by-Title Program basis, with all costs related to the creation and delivery of any such Physical Media to Licensee to be borne by Licensor. Licensee shall acquire encrypted DVDs solely from Licensor or a third-party authorized by Licensor. Delivery of Physical Media to the carrier for delivery to Licensee shall constitute delivery for all purposes hereof.

6.1.1 Delivered Programs. Licensee shall keep Licensor advised regularly of the location of each item of each Delivered Program, and, when practicable, of the name or position of the person who will have, custody thereof at such location. If any Delivered Program is lost, stolen or destroyed, Licensee shall as soon as reasonably practical notify Licensor by telephone or fax, confirmed by registered mail, and Licensee shall exert its best efforts, at its own expense, to recover same. If Licensee shall be unsuccessful in the recovery thereof, it shall furnish Licensor with proof thereof and an affidavit setting forth the facts and circumstances in a form satisfactory to Licensor within thirty (30) days after it first became aware or ought to have become aware of such loss, theft or destruction. Upon the conclusion of a Title-by-Title Program’s License Period or the termination of the Agreement for any reason, Licensee shall reasonably promptly: (i) return to Licensor (at Licensor’s expense as to transportation cost and insurance charges) all copies of a Delivered Program, negatives (if any), soundtracks and other material, (ii) ship any or all such Delivered Programs materials to any party or parties (at the expense of Licensor) designated by Licensor or (iii) destroy, erase or degauss such Delivered Programs and materials or any portion thereof (at the expense of Licensor), as directed by Licensor. The voluntary destruction, erasure or degaussing of any Delivered Programs copies, negatives, soundtracks or other materials hereunder, if requested by Licensor, shall take place in the Territory in the presence of a representative of Licensor (if requested by Licensor upon reasonable prior notice) or, if Licensor elects not to send such representative, Licensee shall within five (5) business days furnish Licensor with a written certificate attesting to such destruction, erasure or degaussing in a form satisfactory to Licensor. Notwithstanding the foregoing, if at the end of a Title-by-Title Program’s License Period or the termination of the Agreement for any reason, it is logistically infeasible or Licensee would suffer undue economic hardship to return, destroy, erase or degausse any Delivered Program because such Delivered Program is aboard a ferry, ship or other vessel or vehicle pursuant to the parameters set forth above in this section, Licensee shall use its commercially reasonable efforts to conform to the requirements within this section as soon as such obstacles cease to be extant.

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6.2 Delivery of Digital Media. Licensor shall be under no obligation to deliver or provide access to any Digital Media at any time with respect to any Program licensed hereunder. Notwithstanding the foregoing, Licensee may request access to and/or delivery of Digital Media with respect to a Title-by-Title Program. Such request shall be subject to: (a) Licensor’s prior written approval, (b) all of Licensor’s technical and content protection requirements and specifications, and (c) all additional terms and conditions agreed to in connection therewith.

6.3 Advertising Materials. Upon Licensee's request, Licensor will provide theatrical "one sheets" to Licensee free of charge, on an "as available" basis, solely for purposes of promoting the Programs, and all shipping and handling charges for the "one sheets" and any costs arising in connection therewith shall be paid by Licensor. In addition, Licensor may from time to time make available to Licensee promotional materials from stock on hand, as available (“Promotional Materials”), provided, however, that (i) Licensee shall use such Promotional Material in the identical form as such material is provided by Licensor and Licensee shall not in any way add to, subtract from, or otherwise alter, modify or edit such Promotional Material, or in any manner delete or modify any credits, trademarks or service marks, or copyright notices which appear therein; (ii) Licensee shall fully comply with all instructions furnished to Licensee by Licensor with respect to the use of such Promotional Material; and (iii) such Promotional Material shall not be used in a manner so as to constitute an endorsement, express or implied, of any party, product or service, nor shall the same be used as part of a commercial tie-in. The names and likenesses of the characters, persons and other entities appearing in or connected with the production of Programs shall not be used separate and apart from the Promotional Materials and no such name or likeness shall be used so as to constitute an endorsement or testimonial, express or implied, of any party, product or service, by commercial tie-in or otherwise. Licensee shall not use Licensor’s name or logo or any Program or any part of any Program as an endorsement or testimonial, express or implied, by Licensor, for any party, product or service including Licensee or any service provided by Licensee, unless Licensee has obtained the express prior written consent of Licensor. Further, Licensee shall not, without the prior written consent of Licensor, promote the exhibition of any Program by means of contest or giveaway. During the Term, Licensee shall deliver to Licensor copies of the published catalogues or other material incorporating the Promotional Materials for the Programs as soon as reasonably feasible, but in no event later than such time as such catalogues are first mailed or otherwise made available to third parties. Licensee shall not use, or permit any Authorized Exhibitor or other person to use, any advertising material in connection with its distribution of any Program hereunder which has not been previously approved by Licensor in writing it being understood and agreed that any advertising or promotional material created by Licensee or an Authorized Exhibitor, any promotional contests to be conducted by Licensee or an Authorized Exhibitor and any sponsorship of a Program shall require the prior written consent of Licensor and shall be used and/or conducted only in accordance with Licensor’s instructions. Licensee shall not, and shall not permit any Authorized Exhibitor or other person to advertise, publicize, exploit or promote any Program after the expiration the Term hereof, after such Program is withdrawn from distribution by Licensor, or otherwise in violation of this Section 6.3.

6.4 No Editing or Copying. Licensee may not, without Licensor’s prior written consent, add or interpolate material to, edit or eliminate material from, or in any way alter, or permit or authorize any third party to alter, any Materials. All Materials shall be exhibited in its entirety, in its original continuity of subject and in the identical form in which each such copy is delivered to Licensee and/or otherwise legally obtained. In no event shall Licensee remove or alter, or permit or authorize any third party to remove or alter (i) any credit or copyright notice or (ii) any warning or disclaimer issued in the name of Licensor or any governmental agency (e.g., the F.B.I. and/or Homeland Security) with respect to unauthorized copying, exploitation or distribution of any Materials, or permit others to do, anything which might impair the copyright in, or the security of, any such Materials. Licensee shall not copy or in any manner duplicate any Materials or any portions thereof, or permit such materials to be copied or duplicated in any manner by any Authorized Exhibitor or any third party.

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6.5 Title. Legal title in all Materials shall remain with the Licensor at all times. Licensee shall not sell, assign, pledge or in any other manner encumber or hypothecate any Materials or create any lien thereon.

6.6 Survival. The terms of this Section 6, all of which are material to this Agreement, shall survive any termination of this Agreement for any reason.

7. SECURITY. Licensee shall employ up-to-date, industry standard (for the motion picture and entertainment business) security systems and procedures to prevent theft, piracy, unauthorized exhibitions and reception, copying or duplication of the Title-by-Title Programs, the Authorized Media copies of Programs and any materials supplied by Licensor, and further, Licensee shall comply with all reasonable instructions in this regard given by Licensor or its authorized representatives or nominees. Licensor shall have the right to visit the premises of Licensee at any time or times for the purpose of viewing the operation of such security procedures. In addition to the foregoing, no such anti-theft, anti-piracy, anti-copying or anti-duplication or other security measures and procedures used by Licensee at any time (the “Security Measures”) with respect to Programs shall be less effective than those then required by, or used at the request of, any other of Licensee’s program suppliers. In the event of any breach of this Section 7, Licensor may, in addition to all of its other rights and remedies at law or otherwise, immediately suspend or terminate this Agreement upon giving written notice to Licensee.

8. UNAUTHORIZED EXHIBITION IN TERRITORY; PROTECTION OF COPYRIGHT.

8.1 Unauthorized Exhibition. Licensee shall take all actions necessary, which are commercially reasonable, to protect the rights granted herein in the Territory, and prohibit the unauthorized exhibition of any Program by any Authorized Exhibitor or other person in the Territory. Licensee shall not exhibit or permit the exhibition of the Programs outside the Territory. Licensee shall keep Licensor fully and promptly informed of any Authorized Media which may wrongfully come into the Territory or be wrongfully dealt with or exhibited therein and of the action, if any, taken by Licensee in connection therewith.

8.2 Action to Protect Copyright. Subject to Licensor’s prior written approval, Licensee, at its own cost and expense, may take any and all legal action necessary to prevent and prosecute any violation in the Territory of the copyright or copyrights of any Programs. Licensee shall notify Licensor promptly of any infringement or alleged infringement of such copyright, and Licensor shall have the right, at its election, to initiate or participate in or to be represented by counsel in any action or proceeding to prevent and/or prosecute the violation of any such copyright in the Territory; provided, however, that Licensor shall pay its own costs, and expenses in connection with any such action or proceeding in which it appears or is represented.

8.3 Licensor hereby acknowledges and agrees that nothing in this Agreement shall oblige Licensee to take legal action of any kind (including but not limited to action for copyright infringement) against a third party. Notwithstanding the foregoing, Licensee agrees to provide reasonable assistance and co-operation to Licensor in respect of any legal action Licensor wishes to take in Licensor’s own name and at Licensor’s own cost against unauthorized exhibitors and/or third parties in relation to infringement or alleged infringement of copyright in the Programs.

8.4 Survival. The provisions of this Section 8, all of which are material to this Agreement, shall survive any termination of this Agreement for any reason whatsoever.

9. REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION.

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9.1 Licensee’s Representations and Warranties. Licensee hereby represents and warrants that:9.1.1 It is a company duly organized under the laws of the state of its organization and

has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

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

9.1.3 This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of Licensee, enforceable against such party in accordance with the terms and conditions set forth in this Agreement.

9.1.4 Licensee has obtained and shall maintain all licenses and other approvals necessary to exploit the rights granted hereunder and that it shall comply with all applicable federal, state, and local laws, ordinances, rules and regulations in exercising its rights and performing its obligations hereunder.

9.1.5 Licensee shall not use or exhibit or permit any other person to use or exhibit any Authorized Media or any Program except in strict accordance with the terms and conditions of this Agreement.

9.1.6 Licensee shall timely make all payments due to Licensor hereunder.

9.1.7 Licensee shall be responsible for and pay the music performance rights and/or communication to the public fees and royalties, if any, as set forth in Section 9.3.4 below. For the avoidance of doubt, references to “communication to the public” fees and royalties herein shall not be deemed to refer to any mechanical reproduction royalties arising from the copying of any physical copies of any audio-visual works.

9.2 Licensee’s Indemnity. Licensee shall indemnify and hold Licensor, its subsidiaries, affiliates, licensees, agents, officers, employees and assignees (collectively, the “Licensor Indemnified Parties”), harmless from and against any charges, claims, demands, damages, costs, judgments, decrees, losses, expenses (including without limitation, reasonable attorneys’ fees), penalties and liabilities of any kind or nature whatsoever (collectively, “Claims”) which may be sustained or suffered by or secured against any Licensor Indemnified Party by reason of, based upon, relating to, resulting from or arising out of (i) any breach of any of Licensee’s obligations, covenants, representations or warranties contained in this Agreement, (ii) any act of commission or omission by Licensee hereunder, including, but not limited to, any Claims made against, sustained, paid out or incurred by Licensor on account of any failure or alleged failure by Licensee to perform or to observe, any term, covenant, condition, provision or limitation to be performed or observed by Licensee pursuant to any contract, agreement or other arrangement made or alleged to be made by Licensee with any Authorized Exhibitor with respect to any Program, (iii) any and all taxes (including interest and penalties on any such amounts), payments or fees required to be paid to any third party now or hereafter imposed or based upon the licensing, rental, delivery, exhibition, possession, or use hereunder to or by Licensee of the Programs hereunder, including, without limitation, any payments due to any music performance society, (iv) any Digital Fees, and (v) the exhibition of the Programs or the exercise of any rights or privileges granted herein in any way which violates any statute, law, or regulation of any government or governmental authority.

9.3 Licensor’s Representation and Warranty. Licensor represents and warrants that:

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9.3.1 It is a company duly organized under the laws of the state of its organization and has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

9.3.2 The execution and delivery of this Agreement by Licensor has been duly authorized by all necessary corporate action.

9.3.3 This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of Licensor, enforceable against such party in accordance with the terms and conditions set forth in this Agreement, except as such enforcement is limited by bankruptcy, insolvency, and other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable or comparable principles.

9.3.4 The performing and communication to the public rights to any musical works contained in each of the Programs, are either (i) controlled by BMI, ASCAP, SESAC or similar musical rights organizations, collecting societies or governmental entities having jurisdiction in the Territory, (ii) controlled by Licensor to the extent required for the licensing of the exhibition and/or manufacturing of copies of the Programs in accordance herewith, or (iii) in the public domain. Licensor does not represent or warrant that Licensee may exercise the performing rights and/or communication to the public rights in the music without obtaining a valid performance and/or communication to the public license and without payment of a performing rights royalty, communication to the public royalty or license fee, and if a performing rights royalty, communication to the public royalty or license fee is required to be paid in connection with the exhibition or manufacturing of copies of a Program, as between Licensor and Licensee, Licensee shall be responsible for the payment thereof and shall hold Licensor free and harmless therefrom. Licensor shall furnish Licensee with all necessary information regarding the title, composer, publisher, recording artist and master owner of such music.

9.4 Licensor’s Indemnity. Licensor shall indemnify and hold Licensee, its subsidiaries, affiliates, licensees, agents, officers, employees and assignees (collectively, the “Licensee Indemnified Parties”), harmless from and against Claims arising from or in connection with the breach by Licensor of any of its representations or warranties or any provision of this Agreement and claims that any of the Programs, [under U.S. law], infringe upon the trade name, trademark, copyright, music synchronization, literary, or dramatic right or right of privacy of any claimant (not including music performance and communication to the public rights which are covered under Sections 9.1.7 and 9.3.4 of this Schedule). [Sony Comment: As discussed, we may be amenable to granting this point contingent upon resolution of the liability cap]

9.5 Survival. The provisions of this Section 9 shall survive a termination of this Agreement for any reason whatsoever.

10. FORCE MAJEURE. Neither party hereto shall be liable for non-performance of any of the terms of this Agreement for an Event of Force Majeure. “Event of Force Majeure” in respect of a party shall mean any reasonably unforeseeable act, cause, contingency or circumstance beyond the reasonable control of such party, including, without limitation, any governmental action, nationalization, expropriation, confiscation, seizure, allocation, embargo, prohibition of import or export of goods or products, regulation, order or restriction (of any applicable jurisdiction), war (whether or not declared), act of terrorism, civil commotion, disobedience or unrest, insurrection, public strike, riot or revolution, fire, flood, drought, other natural calamity, damage or destruction to plant or equipment, or any other accident, condition, cause, contingency or circumstance (including without limitation, acts of God), but shall not include an inability to pay for whatever reason.

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11. WITHDRAWAL OF PROGRAMS. Licensor may withdraw any Programs or related materials at any time in its sole and absolute discretion upon such written notice to Licensee, and Licensee shall immediately cease to exhibit or promote or permit Authorized Exhibitors to exhibit or promote such Program, provided that, Licensor shall use its commercially reasonable efforts to provide reasonable notice prior to withdrawal. Withdrawal of an Included Program under this Section 11 shall in no event be deemed to be, or in any way constitute, a breach of this Agreement and Licensee shall not be entitled to any rights or remedies as a result of such withdrawal. Without limiting the generality of the foregoing, Licensee shall not have any right and hereby waives any right it may otherwise have been held to have, to recover for lost profits or interruption of its business based upon any such withdrawal.

12. RELATIONSHIP OF PARTIES. It is understood and agreed (i) that the parties hereto are independent contractors and are not partners or joint venturers with respect to this Agreement; (ii) that this Agreement shall not constitute either party as an employee or agent of the other party; and (iii) that Licensee is not the representative of Licensor in any manner and shall not represent itself as such either by advertising or otherwise to the public or anyone. Licensor shall not be liable for, nor shall it be bound by, any representations, acts or omissions of any nature whatsoever of Licensee.

13. NO COMMISSION. Licensee acknowledges that there are no brokerage fees or commissions due from Licensor on account of the making or performance of this Agreement.

14. ASSIGNMENT; NO SUB-DISTRIBUTION.

14.1 Assignment. This Agreement, the rights and licenses granted hereunder to the Licensee and the duties and obligations of Licensee hereunder are all personal to Licensee and Licensee shall not sell, assign, transfer, mortgage, pledge or hypothecate any such rights or licenses in whole or in part, or delegate any of its duties or obligations hereunder, without obtaining the prior written consent of Licensor, nor shall any of said rights or licenses be assigned or transferred or duties delegated by Licensee to any third party by operation of law (including, without limitation, by merger, consolidation or change of control) or otherwise. Any purported transfer, assignment or delegation in violation of the foregoing sentence shall be null and void and without effect, and the rights and licenses granted hereunder shall thereupon become voidable at the option of Licensor.

14.2 No Sub-Distribution. This sub-section 14.2 is subject to Licensor’s approval of Licensee’s sub-distributors (and their respective agreed upon distribution fees) set forth in Section 5 of the Title-By-Title Principal Terms and Section 5 of the Blanket Principal Terms. Subject to the previous sentence, Licensee may not without Licensor's prior written consent, enter into any arrangements or agreement with respect to the sub-distribution or lease for further distribution of the rights licensed hereunder. Subject to the first sentence of this sub-section, in the event Licensor consents to Licensee's use of a sub-distributor, all costs of same shall be borne solely by Licensee and Licensee's accounting to Licensor shall be based on One Hundred Percent of such sub-distributor's receipts (unless otherwise agreed in writing by the parties), and such sub-distributor shall be bound by all the same terms and conditions that apply to Licensee hereunder. Notwithstanding the foregoing, Licensor agrees that the sub-licensing agreements that Licensee has entered into as of the date of this Agreement for the further distribution of the rights to programs licensed hereunder, shall not be in violation of this sub-section, provided that, with respect to any such agreements and any other sub-distributor agreements of Licensee allowable hereunder, the rights granted therein are subject to the terms and conditions of this Agreement, Licensee shall not be relieved of any of its obligations under this Agreement, and Licensee shall be responsible for ensuring that any such third party sub-distributors comply with the terms of this Agreement including, without limitation, the Content Protection Requirements and Obligations. Additionally, any act or omission by a third party sub-distributor that would be a breach of this Agreement if done or failed to be done by Licensee shall be deemed to be a breach of this Agreement by

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Licensee, and Licensee shall indemnify Licensor for any claims arising from any such breach or any actions of any such third party.

15. GOVERNING LAW; VENUE. This Agreement shall be interpreted and construed in accordance with the substantive laws (and not the law of conflicts) of the State of California and the United States of America with the same force and effect as if fully executed and to be fully performed therein. All actions or proceedings arising in connection with, touching upon or relating to this Agreement, the breach thereof and/or the scope of the provisions of this Section 15 (a “Proceeding”) shall be submitted to JAMS (“JAMS”) for binding arbitration under its Comprehensive Arbitration Rules and Procedures if the matter in dispute is over $250,000 or under its Streamlined Arbitration Rules and Procedures if the matter in dispute is $250,000 or less (as applicable, the “Rules”) to be held solely in Los Angeles, California, U.S.A., in the English language in accordance with the provisions below.

15.1 Each arbitration shall be conducted by an arbitral tribunal (the “Arbitral Board”) consisting of three (3) arbitrators who shall be retired judges knowledgeable in commercial matters, one chosen by Licensor and one chosen by Licensee, in each case, within thirty (30) days of notice of arbitration and one chosen by the two (2) arbitrators selected by the parties. If the parties fail to mutually agree upon the third arbitrator within thirty (30) days of the selection of both such arbitrators, then the third arbitrator shall be selected in accordance with the Rules. 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 reasonable attorney’s fees). Notwithstanding the foregoing, the Arbitral Board may require that such fees be borne in such other manner as the Arbitral Board determines is required in order for this arbitration clause to be enforceable under applicable law. The parties shall be entitled to conduct discovery in accordance with Section 1283.05 of the California Code of Civil Procedure, provided that (a) the Arbitral Board must authorize all such discovery in advance based on findings that the material sought is relevant to the issues in dispute and that the nature and scope of such discovery is reasonable under the circumstances, and (b) discovery shall be limited to depositions and production of documents unless the Arbitral Board finds that another method of discovery (e.g., interrogatories) is the most reasonable and cost efficient method of obtaining the information sought.

15.2 There shall be a record of the proceedings at the arbitration hearing and the Arbitral Board shall issue a Statement of Decision setting forth the factual and legal basis for the Arbitral Board's decision. If neither party gives written notice requesting an appeal within ten (10) business days after the issuance of the Statement of Decision, the Arbitral Board's decision shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the Los Angeles County Superior Court or, in the case of Licensee, such other court having jurisdiction over Licensee, which may be made ex parte, for confirmation and enforcement of the award. If either party gives written notice requesting an appeal within ten (10) business days after the issuance of the Statement of Decision, the award of the Arbitral Board shall be appealed to three (3) neutral arbitrators (the "Appellate Arbitrators"), each of whom shall have the same qualifications and be selected through the same procedure as the Arbitral Board. The appealing party shall file its appellate brief within thirty (30) days after its written notice requesting the appeal and the other party shall file its brief within thirty (30) days thereafter. The Appellate Arbitrators shall thereupon review the decision of the Arbitral Board applying the same standards of review (and all of the same presumptions) as if the Appellate Arbitrators were a California Court of Appeal reviewing a judgment of the Los Angeles County Superior Court, except that the Appellate Arbitrators shall in all cases issue a final award and shall not remand the matter to the Arbitral Board. The decision of the Appellate Arbitrators shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the Los Angeles County Superior Court or, in the case of Licensee, such other court having jurisdiction over Licensee, which may be made ex parte, for confirmation and enforcement of the award. The party appealing the decision of the Arbitral Board shall

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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.

15.3 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, if sought by Licensor, such other court that may have jurisdiction over Licensee, 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.

15.4 Notwithstanding anything to the contrary herein, Licensee hereby irrevocably waives any right or remedy to seek and/or obtain injunctive or other equitable relief or any order with respect to, and/or to enjoin or restrain or otherwise impair in any manner, the production, distribution, exhibition or other exploitation of any motion picture, production or project related to Licensor, its parents, subsidiaries and affiliates, or the use, publication or dissemination of any advertising in connection with such motion picture, production or project. The provisions of this Article 15 shall supersede any inconsistent provisions of any prior agreement between the parties.

16. BREACH.

16.1 No Continuing Waiver. A waiver of any breach shall not be construed as a continuing waiver of a similar or any other breach, and such waiver shall be effective only when made in writing and signed by the waiving party.

16.2 Licensee Breach. The rights of Licensee under this Agreement are dependent and conditional upon the due and faithful performance by Licensee of each of the terms and conditions herein contained, all of which are hereby agreed upon as being material to, and of the essence of, this Agreement. Upon the occurrence of any Licensee Event of Default (defined below), and provided that Licensee has failed to cure the Licensee Event of Default, if it is curable, within thirty (30) days of receipt of written notice thereof, then all rights granted hereunder to Licensee shall terminate and revert to Licensor, but without prejudice to and in addition to any and all rights to compensation or damage or to any cause of action which Licensor may have against Licensee, and Licensor shall have the right to keep and retain absolutely any payments theretofore made to Licensor, or on account of any claims Licensor may then have or thereafter have against Licensee. "Licensee Event of Default" shall mean the occurrence of any of the following: (A) Licensee (i) fails to timely perform or breaches any of its obligations hereunder, breaches any representation or warranty hereunder or otherwise breaches this Agreement; (ii) fails to make timely payment of fees under this Agreement or any other agreement between Licensor and Licensee; or (iii) assigns or otherwise transfers this Agreement in violation of this Agreement; or (B) upon (i) Licensee becoming unable to pay its debts; (ii) a petition being presented or a meeting being convened for the purpose of considering a resolution for the making of an administration order, the winding-up, bankruptcy or dissolution of Licensee; (iii) Licensee becoming insolvent; (iv) a

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petition under any bankruptcy or analogous act being filed by or against Licensee (which petition, if filed against Licensee, shall not have been dismissed by the relevant authority within thirty (30) days thereafter); (v) Licensee executing an assignment for the benefit of creditors; (vi) a receiver being appointed for the assets of Licensee; (vii) Licensee taking advantage of any applicable bankruptcy, insolvency or reorganization or any other like statute; or (viii) the occurrence of any event analogous to the foregoing; or (C) if Licensor, in its reasonable discretion, determines that Licensee’s financial condition has deteriorated so as to materially threaten its full and timely performance or observance of its duties and obligations under this Agreement.

16.3 Licensor Breach. In the event Licensor materially defaults in the performance of any of its material obligations hereunder or Licensor becomes insolvent, or a petition under any bankruptcy act shall be filed by or against Licensor (which petition, if filed against Licensor, shall not have been dismissed within thirty (30) days thereafter), or Licensor executes an assignment for the benefit of creditors, or a receiver is appointed for the assets of Licensor, or Licensor takes advantage of any applicable insolvency or reorganization or any other like statute (each of the above acts is hereinafter referred to as a “Licensor Event of Default”), and Licensor fails to cure such Licensor Event of Default within thirty (30) days after delivery by Licensee to Licensor of written notice of such Licensor Event of Default, then Licensee may, in addition to any and all other rights which it may have against Licensor, immediately terminate this Agreement by giving written notice to Licensor.

17. NOTICES.

17.1 Service. All notices, Statements and other documents or communications required to be given or delivered hereunder shall be given in writing either by personal delivery, by reputable express mail or courier service, by mail (return receipt requested) or fax. Notices, payments, reports, documents and other material mailed by the United States mail or by the mail of any other country within the Territory, postage prepaid, shall be deemed delivered five (5) business days after mailing; all faxed materials shall be deemed delivered on the business day on which they are received by the addressee as evidenced by a copy of the confirmation sheet showing the time and date of the transmission thereof; and all materials personally delivered shall be deemed served when received by the party to whom they are addressed. Express mail and courier materials shall be deemed served one business day after sender’s delivery to the express mail and courier company. Either party may change its address by notice of such change to the other party hereto.

17.2 Addresses. Any communications between the parties pursuant to this Agreement shall be addressed to the intended recipient at the following address:

If to Licensor:

SONY PICTURES ENTERTAINMENT INC.10202 West Washington BoulevardCulver City, California 90232Attention: Executive Vice President, Legal AffairsFax No.: 1-310-244-2169

With a copy to:

SONY PICTURES ENTERTAINMENT INC.10202 West Washington BoulevardCulver City, California 90232

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Attention: General CounselFax No.: 1-310-244-0510

And:

SONY PICTURES RELEASING INC.10202 Washington BoulevardCulver City, California 90232Attention: Senior Vice President, Worldwide Airlines, Non-Theatrical and RepertoryFax No.: 310 244 1525

If to Licensee:

FILMBANK DISTRIBUTORS LIMITEDWarner House98 Theobald’s RoadLondon WC1X 8WBUK

For the attention of: General ManagerFax: +44 20 7984 5951

With a copy to:Senior Vice-President & European General CounselWarner BrosWarner House98 Theobald’s RoadLondon WC1X 8WBUKFax: +44 20 7984 6261

18. SEVERABILITY. If any term, provision, covenant or condition of this Agreement is held by a court or competent jurisdiction to be invalid, void, or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

19. LIMITATION OF LIABILITY. Neither party shall be liable to the other for special, incidental or consequential damages, for lost profits or for interruption of business. [Sony Comment: We are unable to accept these changes.]

20. CONFIDENTIALITY. Each party hereby covenants and agrees that, except (a) as may be required by law or pursuant to subpoena or order of any judicial, legislative, executive, regulatory or administrative body or (b) pursuant to the rules or regulations of the United States Securities and Exchange Commission (or any other applicable securities regulatory body), or (c) pursuant to the rules or regulations of any securities exchange on which the party receiving the confidential information or its parent company’s securities are listed, or (d) to enforce its rights under this Agreement or (e) for

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disclosure made by a party to its parent or affiliated companies or to its financial or legal advisors or its governing board (and such party shall cause such recipient to keep such disclosed information confidential) and as a part of its normal reporting procedure, neither it nor any of its officers, directors, employees or agents shall, directly or indirectly, disclose to any third party or make any public statement or announcement regarding the existence of this Agreement or the terms of this Agreement including, but not limited to, the License Fee and all other financial terms, and all other terms and conditions of this Agreement, unless, with respect to public statements or announcements, (i) the substance and form of the announcement or statement is agreeable to the parties and (ii) the parties agree that such announcement or statement shall be made. In the event that a party is required to make a disclosure permitted pursuant to clause (a) above, the disclosing party shall give written notice (in advance of making such disclosure, if possible) to the other party of the disclosing party’s applicable disclosure obligation and will use its good faith efforts (in light of the particular circumstances) to seek and obtain confidential treatment of such disclosure and to give the non-disclosing party the opportunity to review and comment upon the form of disclosure. Notwithstanding the foregoing, Licensor shall have the right to disclose this Agreement (including the terms and conditions hereof) to (i) profit participants involved with the Programs, (ii) prospective investors in, or prospective acquirers of all or a portion of (or of the business or assets of), Licensor or Licensor’s parent company and (iii) other licensees of the Programs.

21. TAXES.  Licensee shall be solely responsible for all taxes, levies or charges howsoever denominated, imposed or levied by any statute, law, ordinance or regulation of any governmental agency or body now or hereafter in effect, in connection with this Agreement (e.g., Title-by-Title License Fees, Blanket License Fees, Authorized Media, the exhibition of any Program, etc.) including without limitation, gross receipts, sales, use, property, excise or other similar taxes, whether or not billed or demanded by Licensor, it being the intent hereof that the Title-by-Title License Fees and the Blanket License Fees specified as the consideration for the license granted herein granted shall be a net amount free of any tax, levy or charge of whatsoever kind or nature and howsoever denominated. To the extent that any such taxes, levies, charges or penalties and interest thereof are paid by Licensor, Licensee shall, on demand, reimburse Licensor therefor, and on any failure of Licensee so to do, Licensor shall have available to it all remedies in this license provided with respect to unpaid License Fees and as may be available to Licensor in law or in equity.

22. NO THIRD PARTY BENEFICIARIES. This Agreement is entered into for the express benefit of the parties hereto, their successors and permitted assigns and is not intended, and shall not be deemed to create in any natural person, corporation, company, or any other entity whatsoever any rights or interest whatsoever, including, without limitation, any right to enforce the terms hereof.

23. AUTHORIZED EXHIBITORS. Licensee covenants and agrees that all agreements between Licensee and any Authorized Exhibitor pursuant to this Agreement shall impose on such Authorized Exhibitor all duties, obligations, covenants and restrictions of Licensee in this Agreement. Licensee shall make Licensor a third party beneficiary to all such agreements between Licensee and each of its Authorized Exhibitors which are entered into between Licensee and Authorized Exhibitors following the date of this Agreement.

24. TRADEMARKS. Licensee acknowledges that as between Licensee and Licensor the registered and unregistered trade names, logos, trademarks, characters and the titles of the Programs and of Licensor and its affiliates (the “Marks”) are the exclusive property of Licensor. Licensee agrees not to use, or permit the use of the Marks in advertisements or promotional material relating to Licensee’s business or otherwise without the prior written approval of Licensor.

25. COUNTERPARTS. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

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26. CAPTIONS/DRAFTING. Headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; and, no provision of this Agreement shall be interpreted for or against any party because that party or its legal representative drafted the provision.

27. PRIVACY. Licensee shall supply personal data to Licensor only in accordance with, and to the extent permitted by, applicable laws relating to privacy and data protection in the Territory. Any personal data supplied by the Licensee to Licensor will be retained and used only in accordance with the Sony Pictures Safe Harbor Privacy Policy, located at http://www.sonypictures.com/corp/eu_safe_harbor.html.

28. FCPA. It is the policy of Licensor to comply and require that its licensees comply with the U.S. Foreign Corrupt Practices Act, 15 U.S.C. Section 78dd-1 and 78dd-2, and all other applicable anti-corruption laws (collectively, "FCPA"). Licensee represents, warrants and covenants that: (i) Licensee is aware of the FCPA and will advise all persons and parties supervised by it of the requirements of the FCPA; (ii) Licensee has not and will not, and to its knowledge, no one acting on its behalf has taken or will take any action, directly or indirectly, in violation of the FCPA; (iii) Licensee has not in the last five (5) years been accused of taking any action in violation of the FCPA; (iv) Licensee has not and will not cause any party to be in violation of the FCPA; (v) should Licensee learn of, or have reason to know of, any request for payment that is inconsistent with the FCPA, Licensee shall immediately notify Licensor; and (vi) Licensee is not a "foreign official" as defined under the U.S. Foreign Corrupt Practices Act, does not represent a foreign official, and will not share any fees or other benefits of this contract with a foreign official. Licensee will indemnify, defend and hold harmless Licensor and its Representatives for any and all liability arising from any violation of the FCPA caused or facilitated by Licensee. In the event Licensor deems that it has reasonable grounds to suspect Licensee has violated the FCPA, Licensor and its Representatives shall have the right to review and audit, at Licensor's expense, any and all books and financial records of Licensee at any time, and Licensor shall be entitled partially or totally to suspend its performance hereunder until such time it is proven to Licensor's satisfaction that Licensee has not violated the FCPA. In the event Licensor determines, in its sole discretion (whether through an audit or otherwise), that Licensee has violated the FCPA, either in connection with this Agreement or otherwise, Licensor may terminate this Agreement immediately upon written notice to Licensee. Such suspension or termination of this Agreement shall not subject Licensor to any liability, whether in contract, tort or otherwise, to Licensee or any third party, and Licensor's rights to indemnification or audit with respect to the FCPA shall survive such suspension or termination of this Agreement.

29. ENTIRE UNDERSTANDING; MODIFICATIONS. This Agreement represents the entire agreement between the parties with respect to the subject matter hereof and supersedes any other understandings, arrangements or agreements between the parties hereto with respect thereto. This Agreement may not be modified or amended, except by a written instrument signed by the parties, and this provision may not be waived except by written instrument signed by the parties.

[Remainder of Page Left Blank Intentionally]

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SCHEDULE B

CONTENT PROTECTION REQUIREMENTS AND OBLIGATIONS

This Schedule B is attached to and a part of that certain Non-Theatrical License Agreement, dated January __, 2013 (the “Agreement”), between the parties thereto. All defined terms used but not otherwise defined herein shall have the meanings given them in the Agreement.

General Content Security & Service ImplementationContent Protection System. All content delivered to, output from or stored on a device must be protected by a content protection system that includes a digital rights management or conditional access system, encryption and digital output protection (such system, the “Content Protection System”).

1. The Content Protection System shall:

(i) be an implementation of one the content protection systems approved for UltraViolet services by the Digital Entertainment Content Ecosystem (DECE), and said implementation meets the compliance and robustness rules associated with the chosen UltraViolet approved content protection system, or

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

(iii) be an implementation of a Licensor-approved, industry standard conditional access system, or

(iv) be otherwise approved in writing by Licensor.

(v) In addition to the foregoing, the Content Protection System shall, in each case:(vi) be fully compliant with all the compliance and robustness rules associated therewith, and (vii) use rights settings that are in accordance with the requirements in the Usage Rules, this

Content Protection Schedule and this Agreement.

The content protection systems currently approved for UltraViolet services by DECE for both streaming and download and approved by Licensor for both streaming and download are:

a. Marlin Broadbandb. Microsoft Playreadyc. CMLA Open Mobile Alliance (OMA) DRM Version 2 or 2.1d. Adobe Flash Access 2.0 (not Adobe’s RTMPE product)e. Widevine Cypher ®

The content protection systems currently approved for UltraViolet services by DECE for streaming only and approved by Licensor for streaming only are:

f. Cisco PowerKeyg. Marlin MS3 (Marlin Simple Secure Streaming)h. Microsoft Mediaroomsi. Motorola MediaCipherj. Motorola Encryptonite (also known as SecureMedia Encryptonite)k. Nagra (Media ACCESS CLK, ELK and PRM-ELK)l. NDS Videoguardm. Verimatrix VCAS conditional access system and PRM (Persistent Rights Management)

2. To the extent required by applicable local and EU law, the Licensed Service shall prevent the unauthorized delivery and distribution of Licensor’s content. In the event Licensee elects to offer user generated/content upload facilities with sharing capabilities, it shall notify Licensee in

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advance in writing.  Upon such notice, the parties shall discuss in good faith, the implementation (in compliance with local and EU law) of commercially reasonable measures (including but not limited to finger printing) to prevent the unauthorized delivery and distribution of Licensor’s content within the UGC/content upload facilities provided by Licensee.

Any Conditional Access implemented via the CI Plus standard used to protect Licensed Content must support the following:

2.1. Have signed the CI Plus Content Distributor Agreement (CDA), or commit in good faith to sign it as soon as reasonably possible after the Effective Date, so that Licensee can request and receive Service Operator Certificate Revocation Lists (SOCRLs). The Content Distributor Agreement is available at http://www.trustcenter.de/en/solutions/consumer_electronics.htm .

2.2. ensure that their CI Plus Conditional Access Modules (CICAMs) support the processing and execution of SOCRLs, liaising with their CICAM supplier where necessary

2.3. ensure that their SOCRL contains the most up-to-date CRL available from CI Plus LLP.

2.4. Not put any entries in the Service Operator Certificate White List (SOCWL, which is used to undo device revocations in the SOCRL) unless such entries have been approved in writing by Licensor.

2.5. Set CI Plus parameters so as to meet the requirements in the section “Outputs” of this schedule.

Streaming3. Generic Internet Streaming Requirements

The requirements in this section 3 apply in all cases where Internet streaming is supported.

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

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

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

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

3.5. The streaming client shall NOT cache streamed media for later replay but shall delete content once it has been rendered.

4. Apple http live streaming

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

4.1. Use of Approved DRM for HLS key management. Licensee shall NOT use the Apple-provisioned key management and storage for http live streaming (“HLS”) (implementations of which are not governed by any compliance and robustness rules nor any legal framework ensuring implementations meet these rules) for protection of Licensor content between Licensee servers and end user devices but shall use (for the protection of keys used to encrypt HLS streams) an industry accepted DRM or secure

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streaming method approved by Licensor under section 2 of this Schedule.

4.2. Http live streaming on iOS devices may be implemented either using applications only and not via the Safari browser. Where the provisioned HLS implementation is used (e.g. so that native media processing can be used), the connection between the approved DRM client and the native HLS implementation shall be robustly and effectively secured.

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

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

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

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

4.7. Licensor content shall NOT be transmitted over Apple Airplay and applications shall disable use of Apple Airplay.

4.8. The client shall NOT cache streamed media for later replay (i.e. EXT-X-ALLOW-CACHE shall be set to ‘NO’).

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

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

REVOCATION AND RENEWAL5. The Licensee shall ensure that clients and servers of the Content Protection System are promptly

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

ACCOUNT AUTHORIZATION6. Content Delivery. Content, licenses, control words and ECM’s shall only be delivered from a

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

7. Services requiring user authentication:

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

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

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

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

RECORDING8. PVR Requirements. Any device receiving protected content must not implement any personal

video recorder capabilities that allow recording, copying, or playback of any protected content except as explicitly allowed elsewhere in this agreement and except for a single, non-transferrable encrypted copy on STBs and PVRs of linear channel content only (and not any form of on-demand content), recorded for time-shifted viewing only, and which is deleted or rendered unviewable at the earlier of the end of the content license period or the termination of any subscription that was required to access the protected content that was recorded.

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

Embedded Information10. The Content Protection System or playback device must not intentionally remove or interfere with

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

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

Outputs12. Analog Outputs.

No analog outputs are allowed at all.

13. Digital Outputs.

Protected digital outputs only are allowed and such digital outputs shall meet the requirements listed in this section.

13.1. The Content Protection System shall prohibit digital output of decrypted protected content. Notwithstanding the foregoing, a digital signal may be output if it is protected and encrypted by High Definition Copy Protection (“HDCP”) or other output protection approved in writing by Licensor. Defined terms used but not otherwise defined in this

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Digital Outputs Section shall have the meanings given them in the HDCP license agreements, as applicable.

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

13.1.1.1. If requested by Licensor, at such a time as mechanisms to support SRM’s are available, deliver a file associated with the protected content named “HDCP.SRM” and, if present, pass such file to the HDCP source function in the device as a System Renewability Message; and

13.1.1.2. Verify that the HDCP Source Function is fully engaged and able to deliver the protected content in a protected form, which means:

13.1.1.2.1. HDCP encryption is operational on such output,

13.1.1.2.2. Processing of the System Renewability Message associated with the protected content, if any, has occurred as defined in the HDCP Specification, at such a time as mechanisms to support SRM’s are available, and

13.1.1.2.3. There is no HDCP Display Device or Repeater on such output whose Key Selection Vector is in such System Renewability Message at such a time as mechanisms to support SRM’s are available.

14. Upscaling: Device may scale Included Programs in order to fill the screen of the applicable display; provided that Licensee’s marketing of the Device shall not state or imply to consumers that the quality of the display of any such upscaled content is substantially similar to a higher resolution to the Included Program’s original source profile (i.e. SD content cannot be represented as HD content).

Geofiltering15. Licensee must utilize an industry standard geolocation service to verify that a Registered User is

located in the Territory that must:

15.1. provide geographic location information based on DNS registrations, WHOIS databases and Internet subnet mapping.

15.2. provide geolocation bypass detection technology designed to detect IP addresses located in the Territory, but being used by Registered Users outside the Territory.

15.3. use such geolocation bypass detection technology to detect known web proxies, DNS-based proxies and other forms of proxies, anonymizing services and VPNs which have been created for the primary intent of bypassing geo-restrictions.

16. Licensee shall use such information about Registered User IP addresses as provided by the industry standard geolocation service to prevent access to Included Programs from Registered Users outside the Territory.

17. Both geolocation data and geolocation bypass data must be updated no less frequently than every two (2) weeks.

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18. Licensee shall periodically review the effectiveness of its geofiltering measures (or those of its provider of geofiltering services) and perform upgrades as necessary so as to maintain effective geofiltering capabilities. .

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

Network Service Protection Requirements.20. All licensed content must be received and stored at content processing and storage facilities in a

protected and encrypted format using an industry standard protection systems.

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

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

23. Physical access to servers must be limited and controlled and must be monitored by a logging system.

24. Auditable records of access, copying, movement, transmission, backups, or modification of content must be securely stored for a period of at least one year.

25. Content servers must be protected from general internet traffic by “state of the art” protection systems including, without limitation, firewalls, virtual private networks, and intrusion detection systems. All systems must be regularly updated to incorporate the latest security patches and upgrades.

26. All facilities which process and store content must be available for Motion Picture Association of America and Licensor audits upon the request of Licensor.

27. Content must be returned to Licensor or securely destroyed pursuant to the Agreement at the end of such content’s license period including, without limitation, all electronic and physical copies thereof.

Early Window and High-Definition RequirementsIn addition to the foregoing requirements, all HD content and all Early Window content is subject to the following set of requirements:

28. HD content is expressly prohibited from being delivered to and playable on General Purpose Computer Platforms (e.g. PCs, Mobile Phones, Tablets)

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Early Window content RequirementsIn addition to the foregoing requirements, all Early Window content (both SD and HD) is subject to the following set of content protection requirements:

29. Additional Watermarking Requirements.

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

30. Forensic Watermarking Requirement

For content released prior to the Day and Date release of the DVD and/or BluRay version of the content (“Early Window”), The Content Protection System shall be capable of inserting a Licensor approved forensic watermark into the output video. The watermark must contain the sufficient information such that forensic analysis of unauthorized recorded video clips of the output video shall uniquely determine the user account to which the output video was delivered. Upon discovery by the Licensor or Licensee of unauthorized distribution of the licensed content [e.g. such content is found on a peer-to-peer file sharing network] determined to have been delivered to the Licensee, the Licensee shall detect the forensic watermark and determine the user account to which the video was delivered.

Licensee shall have an obligation to monitor for security breaches at all times, including unauthorized distribution by any user of any Early Window content (whether or not such content belongs to Licensor). Licensee shall promptly report the details of any breach to Licensor with respect to Licensor content, and at least the existence of any such breach with respect to third party content. Licensee shall then, at a minimum, terminate the user’s ability to acquire Licensor content from the Licensed Service and – should the breach have occurred with respect to Licensor content – shall either provide information as to the identity of the user to the Licensor or take other action, agreed between Licensee and Licensor, such that there is an agreed and significant deterrent against unauthorized redistribution by that user of Licensor content. Licensee shall also make available to other content providers the existence of any security breach related to Licensor’s content and Licensee shall seek from other content providers the ability to make similar disclosures with respect to their content. Licensee shall also notify the MPAA of any such reportable security breach once a process for MPAA notification is established. If an event occurs that Licensor determines in its own discretion could lead to the unauthorized distribution of licensed content (whether or not such content belongs to Licensor), Licensor shall have immediate suspension and termination rights under this Agreement. [Other remedies for security breaches TBD.]

31. Consumer Communication.

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Licensee must have a clear process wherein the consumer cannot select “buy” without first being sure that they are connected with HDCP protected HDMI in order to prevent the consumer’s screen from going black once analog outputs are disabled during a transmission of Early Window content..

Licensee shall inform the consumer that digital watermarks have been inserted in the licensed content such that subsequent illegal copies will be traceable via the watermark back to the consumer’s account and could expose the consumer to legal claims or otherwise provide accountability for illegal behavior. The Licensee shall include a warning to consumer to secure their watermarked content against unauthorized access.

32. Device Authentication

The Device on which the Early Window content is received shall be authenticated and determined to be in an authorized state by the service provider prior to the delivery of Early Window content to that Device.

33. No Remote Access

Users shall only be allowed to access authorized Devices within the household of the User and it SHALL NOT be possible for Users to access Early Window Content remotely from any device in a location outside the User’s household. All parameters governing the possibility of remote access in any relevant content protection system SHALL be set to prohibit remote access during the display of Early Window Content.

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SCHEDULE CExample calculation of Blanket License Fee in the United Kingdom only

Market Sector: Schools

Gross Revenue = GBP 10,000

Licensee share of GBP 3,500 deducted.

Net Revenue = GBP 6,500

Apportionment to create Average Revenue Per Screening in following table:

Licence Holders

Film X Film Y Film Z

School A Screened Screened ScreenedSchool B Screened Screened ScreenedSchool C Screened ScreenedSchool D ScreenedTotal Screenings

4 3 2 9

Divide GBP 6,500 by 9 = GBP 722.22 (Average Revenue Per Screening)

For each individual motion picture, multiply the number of screenings for that licensed motion picture by the Average Revenue Per Screening.

For Film X: GBP 722.22 multiplied by 4 = GBP 2,888.88 (LMP Fee)For Film Y: GBP 722.22 multiplied by 3 = GBP 2,166.66 (LMP Fee)For Film Z: GBP 722.22 multiplied by 2 = GBP 1,444.44 (LMP Fee)

If Licensor owned Films X and Z the Blanket License Fee for this market sector would be: GBP 2,888.88 + GBP 1,444.44 = GBP 4,332.32.

If Blanket License Fees due to Licensor for a second market sector were, say, GBP 3,000 then total Blanket License Fees for both market sectors shown would be: GBP 4,332.32 + GBP 3,000 = GBP 7,332.32.

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