DISTRIBUTION AGREEMENT · Web viewDISTRIBUTION AGREEMENT. This Agreement (the “Agreement”)...

DISTRIBUTION AGREEMENT

This Agreement (the “Agreement”) entered into as of June 10, 2008February __, 2013 (“Effective Date”) confirms the agreement between SONY PICTURES TELEVISION INTERNATIONAL, a division of CPT HOLDINGS, INC. with an address at 10202 West Washington Blvd., Culver City, California 90232 (“SPTI CPTH ”) and ASSOCIATED TELEVISIONZUFFA INTERNATIONAL, LLC, with an address at [PLEASE INSERT ADDRESS]2960 W. Sahara, Las Vegas, Nevada 89102 (“Licensor”) with respect to SPTI’sCPTH’s exclusive Rights in the Territory in the Programs (as such terms are defined below), all as more particularly set forth below:

1. Definitions . Capitalized terms set forth herein, unless elsewhere defined, shall have the meanings set forth below.

[1.1] “Distribution Expenses” shall mean all costs and expenses incurred in connection with the release, delivery, marketing, distribution and exploitation of the Programs and the Rights (as defined in Article 4), including, without limitation, all expenses for advertising, marketing, promotion, merchandizing, and publicity of the Programs; all expenses for the full and complete delivery of Delivery Items (as hereinafter defined) and translation thereof; shipping; storage; cleaning and inspection; duplication of scripts and music cue sheets; renewal of music synchronization licenses; all taxes (other than corporate income taxes), whether sales, gross receipts, value added, withholding, remittance, excise, property, use, transfer or similar taxes, levies, penalties, fines or interest, however denominated, imposed directly or indirectly on SPTI or its affiliates, by a governmental authority or taxing authority (whether federal, local, territorial or state of the United States or any country in the Territory); foreign language dubbing and/or subtitling; any Third Party Payments (as defined at Section 8.1), and all other usual distribution costs customarily incurred.

[1.2] “Licensed Languages” with respect to the Programs shall mean all languages and dialects.

[1.3] “Mobile Rights” shall mean the right to create, advertise, promote, distribute and otherwise exploit the Programs and mobile content from or based on the Programs, including without limitation, wallpapers, games, images, screensavers, ringtones, voicetones, and video clips, by any means now known or hereafter devised.

[1.4] “Programs(s)” shall mean (i) the thirteen (13) one broadcast-hour live action television episodes of the series entitled, “MASTERS OF ILLUSION: IMPOSSIBLE MAGIC” and any and all future episodes and seasons thereof; and (ii) the television awards show currently entitled “2008 WORLD MAGIC AWARDS” with a run-time of approximately [one-hundred twenty (120) minutes] (each a “Program”, collectively, the “Programs”).

[1.5] “Term” shall have the meaning assigned in Section 3 of the Agreement.

[1.6] “Territory” shall mean the universe excluding the fifty (50) United States. Notwithstanding the foregoing, those (i) ships and aircraft registered in and/or flying the flag of any country in the Territory other than the fifty (50) United States; (ii) marine installations including oil rigs serviced from any country in the Territory; (iii) military installations at which armed forces of any country in the Territory other than the fifty (50) United States are stationed; and (iv) any other government installations of any country in the Territory, other than the fifty (50) United States, which are situated in the United States, shall constitute part of the Territory hereunder.

[1.7] “Catch-Up Rights” shall mean with respect to each country in the Territory, the right to advertise, promote, distribute and otherwise exploit the Programs via internet, mobile and wireless to any kinds of viewing devices now know or to be devised, whereby each Episode and Finale may be available to Television Licensee’s viewers at no additional charge at a time selected by such viewers, in /tt/file_convert/612ef0fe1ecc5158694320fc/document.docx 1

such viewers’ discretion, for a period of up to thirty-one (31) consecutive days commencing as a simultaneous transmission of the initial telecast of such Episode or Finale within such country, and continuing as catch-up broadcasts after such initial telecast of such Episode or Finale (such catch-up broadcasts to commence (x) no later than seventy-two (72) hours after such initial telecast), but in any event shall not be available thirty-one (31) consecutive days after such Episode’s or Finale’s initial telecast within such country.

1.1 “ Contestants” shall mean top mixed martial arts fighters from countries throughout Latin America of comparable skill and experience of other fighters in other THE ULTIMATE FIGHTER® (TUF) series worldwide. Licensor shall use reasonable commercial efforts to ensure Contestants from Key Markets (as defined in Section 3.1(b)) are represented in the Series. [NOTE TO CHAU- I CONSIDERED MOVING THIS COVENANT TO SECTION 11, BUT FELT IT WAS MORE APPROPRIATE TO KEEP IT HERE.]

1.2 “ Licensed Languages” with respect to the Programs shall mean, in the case of (a) Latin America, original language Spanish, and (b) Asia (to the extent the parties mutually agree to include Asia in the Territory grant), original language Spanish dubbed and subtitled into English and the local languages of each of the countries listed for Asia).

1.3 “ Programs” shall mean (i) the twelve (12) one-television-broadcast-hour episodes (each, an “Episode”) of the series entitled, “THE ULTIMATE FIGHTER® (TUF): LATIN AMERICA – SEASON 1” (the “Series”); and (ii) one (1) two-television-broadcast-hour live action finale of the Series (the “Finale”) substantially in the following format: the Series shall feature sixteen (16) Contestants competing against each other. During the Series, Contestants shall live together and endure a training regimen of Mixed Martial Arts skills, including Jiu-jitsu, Muay Thai kick boxing, striking, wrestling and other exotic fighting styles. Two (2) experienced mixed martial artists shall each (a) select eight (8) Contestants to form a team (a “Team”), train together and (b) at the end of each Episode, select one (1) Contestant to fight against the a Contestant from the other Team in an elimination bout on the Series. At the end of each bout, the surviving Contestant shall advance to the next Episode. At the end of the last Episode, the last two (2) remaining Contestants will fight in the Finale, with the winning Contestant crowned the “Ultimate Fighter” and awarded a six-figure contract to fight in the “Ultimate Fighting Championship”.

1.4 “Television Delivery System” shall mean any television delivery system now known or hereafter devised or commercially exploited, including without limitation, over-the-air, cable, satellite, hertzian, wire, fiber, telephone wire, ADSL, DSL, MDS, MMDS, all forms of digital or on-line distribution (including, without limitation, the Internet), mobile, wireless, closed-circuit, master antenna, SMATV and STV, in each case without regard to whether such system transmits programming to viewers in an analog or digital format.

1.5[1.8] “ Television Licensee” shall mean, with respect to each country within the Territory, each third party television licensee licensed by CPTH to broadcast the Programs within such country.

1.6 “Television Rights” shall mean with respect to each country in the Territory, the right to advertise, promote, distribute and otherwise exploit audio visual programming by any form of television media now known or hereafter devised or commercially exploited (including, but not limited to subscription pay television, basic television,the Programs via linear pre-programmed free television, pay-per-view, video-on-demand, SVOD, near-video-on-demand, hotel/motel, electronic rental, broadcasting (including free-to-air channels which may also be carried over basic cable) and electronic sell-throughonline simulcasting by such free-to-air network (via websites and/or mobile sites controlled by Television Licensees or their affiliates within the Territory) of the Episodes and Finale at a time selected by such Television Licensee (except the Finale, which shall be aired live simultaneously by all Television Licensees), regardless of whether or how such media is paid for, programmed, marketed to, /tt/file_convert/612ef0fe1ecc5158694320fc/document.docx 2

delivered to or received by the viewer (and shall, for the avoidance of doubt, include without limitation reception on television sets, personal computers, IP-enabled devices, mobile devices, and analogous devices), in all versions, resolutions, formats, and sizes, delivered by any Television Delivery System.

[1.9] “Video Rights” shall mean and include the right to manufacture, advertise, promote, distribute and otherwise exploit audio visual programming, whether embodied in intangible or electronic form or physical medium, by any basis (including, without limitation, by sale, rental or subscription), whether directly or through licensees, retailers, agents or sublicensees, in all versions, resolutions (including, without limitation, standard, down-res and high definition (e.g., Blu Ray and HD DVD)), formats, and sizes.

[1.10] “ Term” shall have the meaning assigned in Section 3 of the Agreement.

1.7 “ Territory” shall mean Anguilla, Antigua, Argentina, Aruba, Bahamas, Barbados, Barbuda, Belize, Bermuda, Bolivia, Bonaire, Cayman Islands, Chile, Colombia, Costa Rica, Curacao, Dominica, Dominican Republic, Ecuador, El Salvador, French Guiana, Grenada, Guadeloupe, Guatemala, Guyana, Haiti, Honduras, Jamaica, Martinique, Mexico, Montserrat, Nicaragua, Panama, Paraguay, Peru, Saba, St. Barthelemy, St. Eustatius, St. Kitts & Nevis, St. Lucia, St. Maarten, St. Martin, St. Vincent & Grenadines, Suriname, Trinidad & Tobago, Turks & Caicos, Uruguay, Venezuela, and Virgin Islands (British) (collectively referred hereinafter as “Latin America”). In addition, upon mutual agreement, “Territory” shall also be deemed include the following additional countries: Bangladesh, Bhutan, Brunei, Cambodia, China, East Timor, Hong Kong, India, Indonesia, Japan, Korea (South), Laos, Macau, Malaysia, Maldives, Mongolia, Myanmar, Nepal, Pakistan, Philippines, Seychelles, Singapore, Sri Lanka, Taiwan, Thailand, Vietnam, Afghanistan, Cook Islands, Fiji, Kiribati, Mariana Islands, Marshall Islands, Micronesia, New Caledonia, Palau, Papua New Guinea, Samoa, Solomon Islands, Tonga, and Tuvalu (such additional countries collectively referred hereinafter as “Asia”).

2. Conditions Precedent . SPTI’sCPTH’s obligations hereunder shall be subject to, and conditioned upon, the satisfaction, or written waiver by SPTICPTH, of all of the following conditions precedent (the “Conditions Precedent”):

2.1[1.11] Full execution of this Agreement.

[1.12] SPTI’sCPTH’s receipt and approval of all chain of title documents relating to the Programs, including but not limited to the assignment of rights in and to the underlying property (if any) to Licensor, all agreements with respect to the music utilized in the Programs and the documents establishing Licensor’s rights in the Programs through the Term hereof.

[1.13] SPTI’sCPTH’s receipt and approval of all documents (and other materials) necessary: (i) to establish Licensor’s valid copyright (under applicable law) of the Programs throughout the Term hereof and (ii) for SPTICPTH to file in the Copyright Offices in the U.S. and Canada and in each country in the Territory, all documents (and other materials) necessary to memorialize the grant of Rights to SPTI hereunder.CPTH hereunder, including without limitation, that certain Assignment of Distribution Rights Under Copyright for the Series (in the form attached hereto as Schedule A attached hereto and incorporated herein by this reference) executed by Licensor.

[1.14] The Final Delivery Date for the Programs shall be no later than January 1, 2009, unless otherwise modified by SPTI in writing.

[1.15] The Series is either (a) produced by Floresta Realizações Audiovisuais Ltda. (“Floresta”), a company incorporated under the laws of Brazil and with its registered address in the City of São Paulo, State of São Paulo, at Rua Augusta, 2516, suite 113, Jardim Paulista, Zip Code 01412-100 or (b) produced by a third party other than Floresta, where the average per-Episode production expenses (and investment by Licensor) of the Series, in the mutual judgment of both Licensor and Distributor, will be greater (or produce Episodes of a quality equal to or better) than The Ultimate Fighter® (TUF): Brazil –

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Season 1 as produced by Floresta. Notwithstanding the foregoing, Licensor shall negotiate with Floresta in good faith regarding the Series production before negotiating with any other third party.

2.2 With respect to the Delivery Items (as defined in Section 5.1) to be delivered for the Episodes within each country throughout the Territory: (a) the Delivery Items for the first Episode shall be Delivered (as defined in Section 5.1) no later than fourteen (14) weeks prior to the Finale’s live broadcast date; (b) the Delivery Items for each Episode other than the first Episode shall be Delivered no later than two (2) weeks prior to the premiere broadcast date of each such Episode in the applicable Territory; and (c) the Delivery Items for all Episodes shall be Delivered no later than two (2) weeks prior to the Finale’s live broadcast date.

3. Term ; Holdback .

[1.16] The Term of this Agreement shall commence on the date hereof and expire on the date fifteen (15) years from the earlier of (i) first exploitation of the Programs by SPTI in any country of the Territory; or (ii) ninety (90) days subsequent to Final Delivery (“Initial Term”); provided, however that the Initial Term shall be extended by an additional twelve (12) month period for each additional season (or portion thereof) of the Program. Thereafter, SPTI shall have an exclusive Right of First Negotiation and Last Refusal with regard to the extension of the Initial Term (“Extension Term”). A “Right of First Negotiation and Last Refusal” with regard to extension of the Initial Term shall mean that at least six (6) months before the end of the Initial Term, the parties shall negotiate in good faith for the extension of the Initial Term of this Agreement. If the parties cannot, after ninety (90) days of negotiation, reach a mutually satisfactory agreement, Licensor shall be free thereafter to make and/or receive offers from third parties with respect to the Rights hereunder (“Third Party Offer”); provided that before accepting a Third Party Offer, Licensor must notify SPTI in writing of the terms thereof (the “Notice”) and allow SPTI ten (10) days after receipt of such Notice within which to match such offer. If SPTI materially matches such Third Party Offer within ten (10) days of receipt of Notice, SPTI shall be granted the rights to such extension of the Initial Term. If Licensor has not received notice from SPTI within ten (10) business days of SPTI’s receipt of such Notice, then Licensor shall have the right to license such rights to such other third party on terms and conditions no more favorable to such other party than those notified to SPTI in the Notice; provided, that if there is a change in any item set forth in the Notice, a revised Notice will be resubmitted to SPTI and SPTI (or such affiliate) will again have the option to acquire such rights on the terms set forth therein. The Initial Term and Extension Term, if any, shall together be the “Term”.Effective Date and expire six (6) months thereafter (“Initial Expiration Date”); provided that in the event on or prior to such Initial Expiration Date:

SPTI(a) Licensor delivers written confirmation to CPTH that production of the Episodes has commenced (such confirmation not to be unreasonably withheld, delayed or conditioned; the date of such confirmation referred herein as the “Production Confirmation Date”);

(b) CPTH delivers written confirmation to Licensor that it has received interest in the Series from potential Television Licensees in all three of the following countries: Mexico, Colombia and Argentina (the “Key Markets”);

(c) CPTH delivers written notice to Licensor that it has interest in the Series from potential Television Licensees that will generate Net Receipts of an estimated six million United States Dollars (US$6,000,000) or more, provided that in the event such written notice estimates Net Receipts to be less than six million United States Dollars (US$6,000,000), Licensor shall notify CPTH, within sixty (60) days from the date such written notice is received, if Licensor agrees to waive or lower this requirement or make up for the shortfall between the estimated Net Receipts and six million United States Dollars (US$6,000,000); and

(d) CPTH shall negotiate with Televisa in good faith to become the Television Licensee for Mexico before negotiating with any other third party to act as a Television Licensee for Mexico


(clauses (a), (b), (c) and (d) of this Section 3.1(b) collectively referred hereinafter as the “Minimum Interest Threshold’),

then the Term shall be extended to the first anniversary of the Production Confirmation Date. In the event CPTH has not secured interest in the Series that meets the Minimum Interest Threshold within six (6) months of the Effective Date, all Rights shall revert back to Licensor.

3.1 Notwithstanding the Term, CPTH may license a Program for a period starting before the Term expires but endingexpiring after the Term expires.

3.2[1.17] During the Term, Licensor shall not distribute, broadcast, exhibit and/or otherwise exploit or authorize the distribution, broadcasting, exhibition and/or exploitation of any Program in any media (a) throughout any Territory for the period commencing from the broadcast premiere of the first Program in any country throughout the Territory and expiring thirty (30) days after the broadcast premiere of the Finale for such Territory, except that Licensor shall be permitted to distribute, broadcast and/or otherwise exhibit the Programs solely on Licensor-controlled websites and internet applications (e.g., UFC.tv) or (b) outside the Territory where such exploitation infringes or is intended to infringe on CPTH’s exploitation of its Rights within the Territory.

4. Rights .

[1.18] For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Licensor hereby grants to SPTICPTH, the sole, irrevocable and exclusive right, (subject to Section 3.3), under copyright, throughout the Term, to (and cause and license others to) exhibit, distribute, market, display, transmit, broadcast, perform, advertise, publicize, exploit, sell, license, derive revenues from, rent, dispose of and otherwise communicate publicly or privately and/or turn to account the Television Rights and the MobileCatch-Up Rights in the Programs (and its themes and other elements), and trailers and clips and excerpts therefrom in the Licensed Languages in the Territory for the Term.

[1.19] In addition, and without limiting the generality of the foregoing, such Rights granted to SPTICPTH shall include without limitation the sole, exclusive and irrevocable right to (and cause and license others to) (i) use clips from the Programs, cut and use trailers, engage in all customary promotional and marketing activities regarding the Programs, including without limitation the exclusive right to engage in marketing, advertising, promotion, “co-promotions” and “commercial tie-ins”, (collectively, “Advertising”) as such terms are commonly understood in the motion picture industry in Los Angeles, California, as well as the right to use, produce and exploit any Special Feature Material (as defined at Section 5.3) in connection with the exploitation of the Programs; (ii) use, perform and exploit all music, lyrics and/or musical performances created for the Programs and Special Feature Material, any pre-existing music licensed for use in the Programs and Special Feature Material, and the master recordings in connection therewith (collectively the "Program Music"), or portions thereof (regardless of usage or timing), for exploitation of the Rights, in synchronism or in timed relation with the Programs and in all forms of in-context and out-of-context Advertising in any and all media now known or hereafter devised, (iii) use the approved names, voices and likenesses (collectively “Likenesses”), of all persons who appear in, or above-the-line persons who rendered services in connection with the production of, the Programs (including Contestants) for purposes of the Advertising of the Programs, as well as the right to use the approved Likenesses of the writers and performing artist(s) of the Program Music for purposes of the Advertising for the Programs; (iv) collect Ancillary Royalties (as defined at Section 9); (v) edit and permit the editing of (and make changes and modify) all prints and copies of the Programs in its discretion including but not limited to, for aspect ratio, selection of any bonus material to be included, for transfer of the Programs (including without limitation panning and scanning), for insertion of commercials for edits required to accommodate the media of distribution allowed hereunder, for chaptering, or to accommodate time restrictions or censorship obligations always without the removal of title and end credits, copyright notice or anti-piracy warning and dub and subtitle and permit the dubbing /tt/file_convert/612ef0fe1ecc5158694320fc/document.docx 5

and subtitling; (viv) manufacture and distribute, or cause to be manufactured and distributed, advertising accessories of all types and kinds in connection with the exhibition and distribution of the Programs, all of which shall be the sole property of SPTI; (viiCPTH [I DON’T KNOW IF ZUFFA WILL AGREE TO THIS]; (vi) include SPTI’sCPTH’s (or one or more of SPTI’sCPTH’s affiliates, licensees or subdistributors) name, logo, trademark or emblem in such manner, position, form and substance as SPTICPTH may elect on the prints of the Programs, and on all advertising and publicity material for the Programs together with such words as SPTICPTH may elect indicating that the Programs is being distributed by SPTICPTH or one of its subdistributors, licenseesTelevision Licensees or any of its affiliates; and (viiivii) translate the original title of the Programs into any and all languages and change the title of the non-original language versions of the Programs. [I DON’T KNOW IF ZUFFA WILL AGREE TO THIS SINCE LICENSED LANGUAGE IS SPANISH (UNLESS WE’RE GRANTED ASIA, IN WHICH CASE ENGLISH AND LOCAL ASIAN LANGUAGE SUBS/DUBS ARE INCLUDED)]. All music licenses, whether master use or synchronization licenses, shall be subject to approval of SPTI. SPTICPTH [I DON’T KNOW IF ZUFFA WILL AGREE TO THIS]. CPTH shall have the right to freely assign, license, sublicense and/or otherwise transfer, convey and/or encumber any and/or all of the Rights, at any time and from time to time, in whole or in part, to any affiliate or other entity that directly or indirectly controls, is controlled by, or is under common control with SPTICPTH or in connection with any merger, consolidation, reorganization, sale of all or substantially all of its related assets or similar transaction. [I DON’T KNOW IF ZUFFA WILL AGREE TO THIS].

4.1 With respect to the Term set forth in Section 3.1, Licensor grants to CPTH an exclusive right of first negotiation with regard to the extension of the Term (“Right of First Negotiation to Extend the Term”) as follows: upon CPTH’s receipt of written notice from License, the parties shall engage in exclusive good faith negotiations for the extension of the Term of this Agreement with respect to the Programs. If the parties cannot, after ninety (90) days of negotiation, reach a mutually satisfactory agreement, Licensor shall be free thereafter to make and/or receive offers from third parties with respect to the Rights hereunder.

4.2 In addition to the Right of First Negotiation to Extend the Term Licensor agrees that SPTICPTH shall have an exclusive Right of First and Last RefusalNegotiation for Derivative Works (defined below) to acquire rights in and for any derivative work based on any part of a Program, and/or its themes or other elements, including without limitation any additional seasons, sequels or spin-offs, produced, owned, or controlled by Licensor or any affiliated or related company involving the Programs (each a “Derivative Work”). A “Right of First and Last Refusal Negotiation for Derivative Works ” with regard to any Derivative Work shall mean that Licensor shall notify SPTICPTH in writing no later than fifteen (15) days (“Derivative Work Notice”) after it has determined that production shall commence on, or otherwise determined to distribute or exploit, any Derivative Work, and SPTI shall (i) have the exclusive right, but not the obligation, to license such Derivative Work on the same terms and conditions as set forth hereunder with respect to the Programs herein and (ii) notify Licensor within thirty (30) days of receipt of such Derivative Work Notice whether it intends to so license such Derivative Work. If SPTI elects not to so license the Derivative Work, then Licensor shall be free thereafter to make and/or receive offers from third parties with respect to such Derivative Work (“Third Party Derivative Work Offer”); provided that before accepting a Third Party Derivative Work Offer, Licensor must notify SPTI in writing of the terms thereof (“Third Party Offer Notice”) and allow SPTI five (5) business days after receipt of notice within which to match such offer. If SPTI materially matches such Third Party Derivative Work Offer within five (5) business days of receipt of the Third Party Offer Notice, SPTI shall be granted the rights to such Derivative Work. If Licensor has not received notice from SPTI within five (5) business days of SPTI’s receipt of such Third Party Offer Notice, then Licensor shall have the right to license such rights to such other third party on terms and conditions no more favorable to such other party than those notified to SPTI in the Third Party Offer Notice; provided, that if there is a change in any item set forth in the Third /tt/file_convert/612ef0fe1ecc5158694320fc/document.docx 6

Party Offer Notice, a revised Third Party Offer Notice will be resubmitted to SPTI and SPTI (or such affiliate) will again have the option to acquire such rights on the terms set forth thereinthe parties shall engage in exclusive good faith negotiations with respect to the licensing of such Derivative. If the parties cannot, after ninety (90) days of negotiation, reach a mutually satisfactory agreement, Licensor shall be free thereafter to make and/or receive offers from third parties with respect to the Rights hereunder.

[1.20] The rights described in this ArticleSection 4 shall be referred to herein as the “Rights”.

[1.21] Concurrently herewith, Licensor shall execute an Instrument of Transfer for the Programs in the form attached hereto as Schedule A attached hereto and incorporated herein by this reference.

[1.22] Licensor shall not exploit or authorize the exploitation of the Video Rights with respect to the Programs outside the Territory where such exploitation infringes or is intended to infringe on SPTI’s exploitation of its rights within the Territory.

[2.] Delivery .

[2.1] Licensor shall, at its sole cost and expense, deliver to SPTIDeliver in accordance with Section 2.5 the Programs and all available advertising and promotional materials and all the elements and materials set forth on Schedule B (the “Delivery Items”)”), in each case free and clear for exploitation, which Schedule is attached hereto and incorporated herein by this reference, no later than -January 1, 2009.. “Delivery””, “Deliver” and “Delivered” with respect to any country in the Territory shall mean, with respect to the Programs, SPTI’sCPTH’s or a Television Licensee’s (to the extent Delivery to such Television Licensee is mutually agreed by both Licensor and CPTH) receipt, at Licensor’s sole cost and expense, and technical acceptance of all of the Delivery Items listed in Schedule B attached hereto, and SPTI’sCPTH’s and/or Television Licensee’s (to the extent Delivery to such Television Licensee is mutually agreed by both Licensor and CPTH) Approval (as defined at Section 5.2) of such Delivery Items according to the procedures set forth below. Delivery shall be made to SPTICPTH and/or Television Licensee’s (to the extent Delivery to such Television Licensee is mutually agreed by both Licensor and CPTH) at the addresses as set forth in Schedule B.

[2.2] SPTICPTH and/or Television Licensee (as the case may be) shall have the right to inspect and examine all Delivery Items tendered for delivery hereunder. All Delivery Items to be delivered or made available to SPTICPTH and/or Television Licensee (as the case may be) pursuant to this Agreement are and shall be of first class technical quality suitable for no less than first class exhibition of each Program. In the event that SPTI,CPTH and/or Television Licensee (as the case may be), in its good faith business judgment determines that any Delivery Items delivered in respect of each Program are not of first class technical quality suitable for no less than first class exhibition and are not free of all technical defects, or are incomplete or legally insufficient, SPTICPTH and/or Television Licensee (as the case may be) shall provide Licensor with notice thereof and Licensor shall have ten (10) business days to replace such item. Upon delivery of such replacement Delivery Item(s), SPTICPTH and/or Television Licensee (as the case may be) shall have the right to inspect such Delivery Item(s). If SPTICPTH and/or Television Licensee (as the case may be) in its sole discretion determines that such replacement Delivery Item(s) are not of a technical quality suitable for first class exhibition and are not free of all technical defects, SPTICPTH and/or Television Licensee (as the case may be) shall provide Licensor with notice thereof and Licensor shall have another ten (10) business days to deliver acceptable replacement Delivery Item(s). If SPTICPTH and/or Television Licensee (as the case may be) has not sent a notice within ten (10) business days of receipt of a Delivery Item (provided that SPTI’sCPTH’s or Television Licensee’s (as the case may be) appropriate review of such item is not dependent upon SPTI’sCPTH’s or Television Licensee’s (as the case may be) receipt and review of other items which are in conjunction therewith) then such item shall be deemed approved (“Approval”) (but notwithstanding such deemed approval, SPTICPTH specifically reserves all its rights and remedies with /tt/file_convert/612ef0fe1ecc5158694320fc/document.docx 7

respect to all other Delivery Items). If Delivery is not completed within the time specified above and in the manner and in accordance with the other requirements of this Agreement, SPTICPTH (without prejudice to any other right or remedy) may, on behalf of itself and/or any Television Licensee, but shall not be obligated to, (i) itself supply at Licensor’s cost or require Licensor to promptly supply such items or materials as Licensor failed to supply in the first instance, provided that the cost of any Delivery Item supplied by SPTICPTH shall, at SPTI’sCPTH’s option and without limiting any of SPTI’sCPTH’s rights and remedies, be (a) promptly reimbursed to SPTICPTH by Licensor or (b) withheld from any amounts due to Licensor hereunder; (ii) extend the end date of the Term by a number of days equal to the sum of (a) 30 days plus (b) the number of days after the original delivery deadline for the Delivery Items that complete delivery in accordance with this paragraph occurs; or (iii) terminate all of SPTI’sCPTH’s obligations hereunder with respect to such Program(s), in which event, upon demand, Licensor will pay SPTICPTH a sum equal to all unrecouped costs and expenditures incurred by SPTICPTH in respect of such terminated Programs. If Licensor fails to reimburse SPTICPTH, or pay unrecouped costs and expenditures as set forth above, without prejudice to any other right or remedy it may have, SPTICPTH shall have the right (but not the obligation) to deduct such costs and expenditures as a Distribution Expense and such costs and expenditures shall not be subject to the Distribution Expense Cap as set forth in Section 10.1.29. Acceptance by SPTICPTH and/or any Television Licensee (as the case may be) of incomplete Delivery of Delivery Items with respect to the Programs or release or other exploitation of the Programs shall not constitute a waiver of SPTI’sCPTH’s right to demand and require full and complete Delivery of the Delivery Items for the Programs. For purposes hereof, “Final Delivery Date” with respect to the Programs shall mean the date upon which Licensor makes full, final and complete Delivery of all Delivery Items for the Programs acceptable to SPTI,CPTH and/or Television Licensee (as the case may be), in its sole discretion, unless otherwise modified by SPTICPTH and/or Television Licensee (as the case may be) in writing. It is specifically agreed that for the purposes of this Section, time is of the essence.

[2.3] Special Feature Material . Licensor agrees herein to provide SPTI (Deliver to CPTH and/or Television Licensees (as the case may be), without payment of any manufacturing, duplication, delivery, permission or other fee by SPTICPTH or Television Licensees (as the case may be) any and all so-called special feature or bonus material including, without limitation, the “making of” materials created in connection with the Programs, behind-the-scenes footage, b-roll, cast and/or crew interviews and commentaries (pre-approved by any third parties which may have approval rights thereover pursuant to talent or other third party agreements) produced in connection with such Programs (as more specifically detailed in Schedule B hereto) (“Special Feature Material”) for SPTI’sCPTH’s use in connection with the Programs in accordance with the Rights granted hereunder. Licensor represents and warrants that it has cleared all such extra footage and special feature materialSpecial Feature Material for all uses by SPTICPTH and/or Television Licensee (as the case may be), in accordance with this Agreement.

[3.] Credits/Editing .

[3.1] As soon as shall be practicable but in no event later than upon the Final Delivery Date for the Programs, Licensor shall deliver to SPTICPTH a complete written statement showing the exact form and manner of the main and end titles of each Program, copyright and trademark notices, the full text of all advertising credit obligations, and any and all talent restrictions/approvals. Such copyright and trademarks shall be included on all promotional, and advertising and packaging material prepared by SPTI. SPTICPTH. CPTH agrees that it will not unreasonably withhold its approval of Licensor’s credit list. SPTICPTH shall not be obligated to give paid ad credit in any paid advertising which SPTICPTH customarily deems to be “Excluded Ads”, subject to customary exclusions. No casual or inadvertent failure of SPTICPTH to comply with any provision hereof shall constitute a breach of this Agreement /tt/file_convert/612ef0fe1ecc5158694320fc/document.docx 8

and the rights and remedies of Licensor or any third party, in the event of a breach relating to credit by SPTICPTH, shall be limited to an action at law for damages, provided that upon receiving written notice of any failure to comply with any provision hereof relating to credits, SPTICPTH shall use commercially reasonable efforts to correct such credit as soon as practicable with respect to new or additional materials subsequently created.

[3.2] SPTICPTH shall have the right, at its discretion, to make any and all changes and modifications in the Programs (including the Programs’ title(s)) which SPTICPTH shall determine to be necessary or desirable. [I DON’T KNOW IF ZUFFA WILL AGREE TO THIS] If such changes are desirable by reason of censorship, registration (i.e. ratings) or other requirements of governmental or other authorities or law, then, either (A) SPTICPTH shall have the right to cause Licensor, at Licensor’s cost, to make any and all such changes and modifications in the Programs or (B) SPTICPTH shall have the right to make such modifications itself and any costs associated therewith shall be withheld from Licensor’s Share (as such term is defined in Section 109 below). Licensor agrees to cooperate with SPTICPTH to clear customs, registrations and censorship or similar authorities and any fees associated therewith may be deductible from any amounts payable to Licensor, including without limitation the Licensor’s Share.

[4.] Distribution Fee . In connection with SPTI’sCPTH’s exploitation of the Rights, SPTICPTH shall retain a distribution fee in an amount equal to twenty-fivethirty percent (2530%) of Gross Receipts (defined in this Section 7) from exploitation in the Territory of the Rights (“Distribution Fee”). “Gross Receipts” shall mean all revenue which CPTH actually receives from the exploitation, distribution, sale, sub-licensing, exhibition, advertising or other forms of exploitation of the Programs hereunder.

5. Certain Expenses .

[5.1] Third Party Payments . As between Licensor and SPTICPTH, Licensor shall be responsible for, (a) any and shall pay, all Third Party Payments (as defined below) and (b) making such Third Party Payments directly to the applicable third parties. If Licensor fails to comply with (b) of the preceding sentence, CPTH shall have the right, but not the obligation, to make such Third Party Payments on behalf of Licensor and: (i) deduct from Licensor’s Share payable to Licensor hereunder such Third Party Payments as an additional Distribution Expense paid by CPTH to third parties on behalf of Licensor, as provided in Section 9 hereof; or (ii) invoice Licensor for such Third Party Payments paid by CPTH to third parties on behalf of Licensor. “Third Party Payments” shall mean any and all guild and other third party payments (other than music performance rights) that may become payable as a result of SPTI’sCPTH’s exploitation of its Rightsthe Programs hereunder (“Third Party Payments”) including, without limitation, any residuals deferments, music-related payments (including but not limited to,, reuse fees, music synchronization and mechanical fees, master use licenses for the performance of the Programs in all media granted hereunder) literary, artistic, musical, technological and/or intellectual property fees, reuse fees, and participations in the proceeds (net or gross) of the Programs. If Licensor fails to make such payments, without limiting SPTI’s rights and remedies, SPTI shall have the right (but not the obligation) to make such Third Party Payments and may deduct any such amounts paid to third parties as an additional Distribution Expense and such amounts shall not be subject to the Distribution Expense Cap as set forth in Section 10.1.2.

[5.2] Payment of Distribution Expenses . As between Licensor and SPTI, SPTI shall be responsible for and shall pay all Distribution Expenses. Distribution Expense(s) incurred by SPTI shall be deducted as provided in Section 10 hereofCPTH, CPTH shall incur any and all Distribution Expenses (defined below) and deduct the amount of such Distribution Expenses from Gross Receipts (defined below), as provided in Section 9 hereof. “Distribution Expenses” shall mean any and all costs and expenses incurred in connection with the release, delivery, distribution and exploitation of the Programs, including, without limitation, the Delivery of the Delivery Items and translation thereof in accordance with Section 5; shipping, mailing and insurance costs; storage; cleaning and inspection; mastering, /tt/file_convert/612ef0fe1ecc5158694320fc/document.docx 9

submastering, and duplication costs, duplication of scripts and music cue sheets; residuals not covered by Section 8.1; renewal of music synchronization licenses; all taxes (other than corporate income taxes), whether sales, gross receipts, value added, withholding, remittance, excise, property, use, transfer or similar taxes, levies, customs duties, import charges, penalties, fines or interest, however denominated, imposed by a governmental authority or taxing authority (whether federal, local, territorial or state of the United States or any country in the Territory); foreign language dubbing and/or subtitling, and all other usual distribution costs customarily incurred.

[6.] Gross Receipts . “Gross Receipts” shall mean all monies actually received by SPTI or its affiliated companies from the exploitation of the Rights, including monies and royalties collected by a collecting society or governmental agency with respect to the exploitation of the Programs from compulsory licenses, retransmission income, secondary broadcasts, tax rebates, levies or other charges collected under operation of law with respect to the Programs on account of the sale, rental or other exploitation (collectively, “Ancillary Royalties”), less any ad agency commissions, applicable taxes required by law, credits, rebates, import charges, customs duties for the shipment of masters and creation costs of down conversion, security deposits, advances or other similar sums received until earned or forfeited or credited and any amounts received and thereafter refunded (except to the extent such sums are non-refundable) related to the Programs. All Gross Receipts are the sole and exclusive property of SPTI, subject only to Licensor’s contractual entitlements pursuant to Section 10 hereof.

[6.1] Net Receipts and Accounting . Provided that Licensor performs its material obligations hereunder and is not in material breach of this Agreement, and inPromotional Expenses. As between Licensor and CPTH, CPTH shall incur any and all Promotional Expenses (defined below) and deduct the amount of such Promotional Expenses from Gross Receipts (defined below), as provided in Section 9 hereof. “Promotional Expenses” shall mean any and all costs and expenses incurred in connection with the marketing of the Programs, including all expenses for advertising, marketing, promotion, merchandizing, and publicity of the Programs, which in the aggregate shall not exceed twenty thousand United States Dollars (US$20,000) without the prior written approval of Licensor.

6. Net Receipts and Accounting . In full consideration of all the Rights herein granted by Licensor to SPTI and the representations, warranties and covenants made by Licensor hereunder, SPTICPTH shall pay to Licensor, for the Programs, an amount (“Licensor’s Share”) equal to one hundred percent (100%) of the Aggregate Net Receipts (as defined hereinbelow) derived from the distribution and exploitation of the Programs by SPTICPTH. As used herein, the term “Aggregate Net Receipts ” with respect to the Programs shall mean all Gross Receipts derived from the exploitation of the Programs by SPTI or its affiliates in the Territory less the following deductions in the following order of priority:

[10.1.1] SPTI’s (i) CPTH’s Distribution Fees on account of the exploitation of the Programs by SPTI;

[7.] 10.1.2 AllFee; (ii) any and all Distribution Expenses in connection with the exploitation of the Programs by SPTI or it affiliates; provided, however, that no more than ten percent (10%) of Gross Receipts for each Program (“Distribution Expense Cap”) shall be deducted as Distribution Expenses without Licensor’s prior written approval; and further provided that Distribution Expenses for or relating to dubbing, subtitling, taxes, shipping, duplication, unrecouped costs and expenditures as set forth in Section 5.2, Third Party Payments as; (iii) any and all Promotional Expenses and (iv) any and all Third Party Payments to the extent paid for by CPTH (subject to the twenty thousand United States Dollars (US$20,000) cap set forth in Section 8.1, and any and all other out-of-pocket expenses, shall not be subject to the Distribution Expense Cap.3).

7.[8.] Payments and Accounting Statements .

[8.1] SPTICPTH shall have the right to cross-collateralize the Gross Receipts (after SPTICPTH deducts its Distribution Fees) earned for exploitation of the Rights in the Programs throughout the /tt/file_convert/612ef0fe1ecc5158694320fc/document.docx 10

Territory and the Term for purposes of recouping the Distribution Expenses, Promotional Expenses and Third Party Payments, and calculating Licensor’s Share.

[8.2] Subject to Section 910.1 hereof, SPTICPTH shall credit Licensor’s Share to the Programs to Licensor within sixty (60) days after the end of each six-month period (i.e., January through June and July through December) in which the related Gross Receipts are received pursuant to Sections 109 and 1110 hereof continuing through the end of the Term.

[8.3] Licensor hereby directs SPTICPTH to make all payments for the Programs in U.S. Dollars to Licensor at the following bank account:

[ZUFFA- PLEASE INSERT PAYMENT INFORMATION BELOW]

Bank Name:Bank Address:Account No.: Swift Code:

[8.4] SPTICPTH shall account to Licensor and provide customary participations statements within sixty (60) days after each consecutive semi-annual period (i.e., for the periods January through June and July through December) in a form SPTICPTH customarily details such calculations for other licensors. If in any such period the deductions allowed pursuant to this Agreement for the Programs exceed Gross Receipts reported for the Programs, such excess shall be deducted from Gross Receipts in each succeeding semi-annual period until such excess has been totally recouped. Accounting Reports shall be sent to the parties as set forth in Section 1817.

[8.5] SPTICPTH shall not be liable for any default or delay in payments from any licensee of SPTICPTH (including without limitation, any Television Licensee) with respect to the Programs, provided that SPTICPTH shall take commercially reasonable steps to cause such licensee to pay any monies owed by such licensee in connection with its license of the Programs.

[8.6] Books of account in respect of the distribution of the Programs, and other rights referred to in the Agreement relating to the distribution of the Programs (which books of account are hereinafter referred to as "records"), shall be kept at SPTI’sCPTH’s various offices (both in the United States and abroad) where generated or customarily kept, including the underlying receipts and vouchers in connection therewith for as long as such receipts and vouchers are customarily retained by such office (provided, however, that the foregoing obligation shall apply only to SPTI and not to any subdistributors of the Programs).CPTH and not to any subdistributors of the Programs, including without limitation, any Television Licensee). During the Term and for a period of one (1) year thereafter, Licensor may, not more than one (1) time per calendar year and upon not less than sixty (60) days prior written notice, audit the CPTH’s records related to the applicable license agreement with Television Licensees, provided that (a) any such audits will be (i) at Licensor’s sole cost and expense; (ii) conducted for a period no longer than ten (10) consecutive business days by a certified public accountant (subject to customary confidentiality terms and CPTH’s reasonable approval) during normal business hours in such a manner as to not unreasonably interfere with its normal business operations; and (b) Licensor shall be barred from commencing any action on any statement older than twelve (12) months.

[9.] Licensor Covenants, Representations and Warranties; Indemnity .

[9.1] Licensor hereby covenants, warrants and represents to SPTICPTH that: (a) it is a corporationlimited liability company duly formed and validly existing in good standing under the laws of the state of incorporationformation, it is the sole and exclusive owner of the rights granted to


SPTICPTH hereunder and the execution and delivery of this Agreement by Licensor and the consummation by Licensor of the transactions contemplated hereby have been duly authorized and no other corporate or partnership proceeding or consent on the part of Licensor is necessary to authorize this Agreement and the transactions contemplated hereby and to perform its obligations hereunder and this Agreement is the legally valid and binding obligation of Licensor enforceable against Licensor in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or other similar laws affecting creditors’ rights generally or by general equity principles; (b) the copyright in each Program licensed hereunder and in the literary, dramatic and musical material upon which such Program is based or which is contained therein is and shall be valid and subsisting throughout the Territory during the Term, and no part is or will be in the public domain during the Term, Licensor shall at its sole cost and expense take all steps necessary to secure and maintain U.S. Copyright protection for each Program and shall, along with the Delivery Items, furnish SPTICPTH with a copy of the application for copyright and a conformed certificate of the same; (c) the Rights, the revenues derived from the Rights and the Programs, when delivered to SPTICPTH and thereafter, shall be and remain free and clear of any lien, claim, charge, encumbrance, security interest, restriction, agreement, commitment grant, assignment or arrangement with any third party with respect to the Programs, the underlying material upon which the Programs are based or the physical materials thereof, which might, in any way, interfere with, impair or adversely affect any of the Rights granted to SPTICPTH hereunder any of the provisions of this Agreement or the use or enjoyment by SPTICPTH of any of the Rights granted to it hereunder, and (other than as specifically provided in this Agreement) there are and will be no payments of any kind required to be made by SPTICPTH in respect of, or as result of, any use by SPTICPTH of the Programs or exercise of its Rights hereunder; (d) Licensor has secured and will maintain all of the rights, permissions and licenses (including all music licenses) required to enable SPTICPTH to fully exploit the Programs pursuant to the terms of this Agreement including, without limitation, the right to use any performers’, or real persons’ (whether living or dead) names, likenesses and biographies in connection with the Advertising; (e) the Programs, and all parts thereof will be or have been produced in compliance with any and all relevant laws, rules, regulations, guidelines, whether state, federal, international or local (e.g., those imposed by any union, guild or labor organization), applicable to the publication and completion of motion pictures; (f) no part of any Programs (including the music contained therein) nor SPTI’sCPTH’s exercise of any Rights granted hereunder will violate, infringe upon or give rise to any adverse claim with respect to any common law or other right (including, without limitation, the trademark, tradename, service mark, copyright, right of privacy or publicity, literary dramatic or musical right, or property right) of any person or entity (including Likeness) and does not contain any language or material which is libelous, slanderous or defamatory; (g) there is not now outstanding any litigation or threatened litigation or any claims, demands, investigations or threats of claims with respect to the Programs, the dramatic or musical material upon which the Programs are based, or which is used therein, or the physical properties thereof; (h) Licensor has not done and will not do or permit any person or entity to do anything which interferes with the full performance of Licensor’s obligations or SPTI’sCPTH’s Rights hereunder; (i) the non-dramatic performing rights to all music contained in the Programs are controlled by BMI, ASCAP, SESAC or a performing rights society having jurisdiction in the Territory, or in the public domain, or controlled by Licensor so that no additional clearance of, or payment with respect to, such rights will be required by SPTICPTH in connection with the exploitation of the Rights granted hereunder (in which event such rights are hereby assigned to SPTICPTH to the extent necessary for the exercise of SPTI’sCPTH’s Rights hereunder); (j) Licensor has obtained all of the rights, permissions and licenses from the applicable artists producers, record companies, songwriters, composers, and publishers required to enable SPTICPTH to fully exploit the Rights granted hereunder, the following: (1) all synchronization, master use, performing rights licenses and other agreements (including applicable waivers) necessary for the use of all Program Music contained in the Programs in connection with the Rights granted to SPTICPTH hereunder, (2) all Rights in connection with master recordings newly recorded for or first /tt/file_convert/612ef0fe1ecc5158694320fc/document.docx 12

exploited in connection with the Programs, including all required waivers from applicable record companies, and (3) any and all other documents necessary to grant the Rights in and to the music contained in the Programs (in connection with the Programs), to SPTICPTH (collectively “Music Rights”); (k) SPTICPTH will not be obligated to make any Third Party Payments to any person or entity, unless otherwise expressly specified in this Agreement, in connection with the exercise by SPTICPTH or its licensees of the Rights granted to SPTICPTH hereunder; (l) Licensor shall provide SPTICPTH at no additional expense to SPTICPTH any access to any foreign language tracks, versions and materials of the Programs to which Licensor has free access; and (m) to the extent the Programs or the underlying properties of such Programs are based upon or related to, events in the life of real persons, living or dead, or portrays real persons, Licensor has obtained all personal releases and other rights necessary to permit SPTICPTH to exploit the Programs in the manner provided herein without violating any third party rights or incurring any obligation to any third party, and Licensor shall provide true and correct copies of such personal releases to SPTI as part of the chain of title documents hereunder.CPTH as part of the chain of title documents hereunder. To the extent Licensor engages in any third party product placement, commercial tie-in advertising or endorsements in connection with the Programs or the Series, Licensor hereby agrees to make additional representations and/or warranties, as may be requested by CPTH, such representations and warranties to be deemed made hereunder as of the Effective Date.

[9.2] Licensor shall indemnify, defend and hold harmless SPTICPTH (and SPTI’sCPTH’s affiliates, and its and their respective directors, officers, employees, agents, representatives, successors, assigns and licensees) (collectively, the “SPTI CPTH Indemnified Parties ”) from and against all loss, cost, liabilities and expenses (including, without limitation, reasonable outside attorneys’ fees, court costs and any judgment and settlement payments) or claims suffered by, incurred by or imposed upon the SPTICPTH Indemnified Parties by reason of or relating to (a) any breach by Licensor of any of Licensor’s representations, warranties, undertakings and covenants hereunder. and/or (b) the Series, the competition therein or any Contestant. Each party hereto shall give the other party prompt written notice of any claim or action which is or may be covered by this Section 1211.2 and which comes to such party’s attention; provided however, that any failure of SPTICPTH to notify Licensor of any such event shall reduce Licensor’s indemnification obligation only to the extent Licensor is prejudiced by such failure. Upon SPTI’sCPTH’s request, Licensor shall from time to time advise SPTICPTH or SPTI’sCPTH’s counsel of any developments as to any claim or action which is or may be covered by this Section 1211.2 and shall consult with SPTICPTH or SPTI’sCPTH’s counsel as to the determination of major policies of defense or settlement, but Licensor shall have primary control over the defense of and the right to settle any such claim or action, although SPTICPTH may participate in the defense thereof at SPTI’sCPTH’s own expense. It is agreed, however, that Licensor may not settle any claim or action without SPTI’sCPTH’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed) if such settlement would result in any manner of injunctive or injunctive-like relief or would in any manner materially impair or inhibit the quiet enjoyment of SPTI’sCPTH’s Rights hereunder.

[9.3] Licensor shall secure and maintain standard producer’s liability and errors and omissions insurance in the minimum amounts of at least US $3,000,000 for any claim arising out of a single occurrence and US $5,000,000 for all claims in the aggregate until at least three (3) years after the Final Delivery Date, which policies shall be endorsed by the insurance carrier, name the SPTICPTH Indemnified Parties as additional insureds, and shall contain a provision negating the “other insurance clause” therein, together with a statement that such policies are primary and that any insurance carried by the SPTICPTH Indemnified Parties is neither primary nor contributory and may not be cancelled without first providing the SPTICPTH Indemnified Parties with thirty (30) days written advanced notice of cancellation or non-renewal. Licensor shall deliver to SPTICPTH a certificate evidencing such insurance concurrently with the execution of this Agreement, and as more specifically set forth at Schedule B attached hereto. /tt/file_convert/612ef0fe1ecc5158694320fc/document.docx 13

[10.] SPTI CPTH Covenants, Representations and Warranties ; Indemnity .

[10.1] SPTICPTH hereby represents and warrants to Licensor that: (a) SPTICPTH has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder and this Agreement is the legally valid and binding obligation of SPTICPTH enforceable against SPTICPTH in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally or by general equity principles; (b) the execution and delivery of this Agreement by SPTICPTH and the consummation by SPTICPTH of the transactions contemplated hereby have been duly authorized and no other corporate proceeding or consent on the part of SPTICPTH is necessary to authorize this Agreement and the transactions contemplated hereby; and (c) SPTICPTH will take no action in the course of its Rights hereunder or the distribution of any Programs which violates the rights of any third party (so long as such violation is not a result of Licensor’s breach of its representations, warranties, undertakings and covenants set forth in this Agreement) or violates any statute, regulation, court order, principal or common or judicial law, or any other law of any federal, state, municipal or other applicable jurisdiction.

[10.2] SPTICPTH shall indemnify and hold harmless Licensor (and Licensor’s affiliates, and its and their respective directors, officers, employees, agents, successors, representatives, assigns and licensees) (collectively, the “Licensor Indemnified Parties”) from and against all loss, cost, liabilities and expenses (including, without limitation, reasonable outside attorneys’ fees, court costs and any judgment and settlement payments) or claims suffered by, incurred by or imposed upon the Licensor Indemnified Parties by reason or any breach by SPTICPTH of any of SPTI’sCPTH’s representations, warranties, undertakings and covenants hereunder or by reason of SPTI’sCPTH’s distribution of the Programs hereunder, except to the extent resulting from Licensor’s breach of its representations, warranties, undertakings and covenants set forth in this Agreement except to the extent caused solely by a breach of this Agreement by Licensor. For the avoidance of doubt, Licensor acknowledges and agrees that it (and/or its affiliate) (a) oversees the Series and the actual competition among the Contestants therein and (b) monitors the progress of such Contestants. As such, Licensor further acknowledges and agrees that, as between Licensor and CPTH, CPTH shall (i) have no liability whatsoever in connection with the Series, the competition or any Contestant and (ii) be indemnified by Licensor from any third party claims arising therefrom, or in connection therewith, in accordance with Section 11.2. Each party hereto shall give the other party prompt written notice of any claim or action which is or may be covered by this Section 1312.2 and which comes to such party’s attention; provided, however, that any failure of Licensor to notify SPTICPTH of any such event shall reduce SPTI’sCPTH’s indemnification obligations only to the extent SPTICPTH is prejudiced by such failure. Upon Licensor’s request, SPTICPTH shall from time to time advise Licensor or Licensor’s counsel of any developments as to any claim or action which is or may be covered by this Section 1312.2 and shall consult with Licensor or Licensor’s counsel as to the determination of major policies of defense or settlement, but SPTICPTH shall have primary control over the defense of and the right to settle any such claim or action, although Licensor may participate in the defense thereof at Licensor’s own expense.

7.1[10.3] CPTH agrees to (a) use reasonable commercial efforts to ensure that Television Licensees air (i) the Episodes between 7:00 pm and 12:00 am local time within a twelve (12) week period and (ii) the Episodes and the Finale within a sixteen (16) week contiguous window; provided that CPTH’s failure to cause any Television Licensees to comply with (i) or (ii) shall not constitute a breach hereunder; and (b) discuss, from time and time, with Licensor (to the extent provided by Television Licensees to CPTH and not subject to any confidentiality provisions) the license fees, time slots and marketing commitments of Television Licensees that have actually licensed the Series for distribution in the applicable Territory; provided that CPTH shall not commit to license the Series until the Minimum Interest Threshold criteria have been met.

8. Default ./tt/file_convert/612ef0fe1ecc5158694320fc/document.docx 14

[10.4] SPTICPTH shall be in default of this Agreement if (a) SPTICPTH fails or refuses to perform any of its material obligations hereunder or breaches any other material provision hereof, or (b) SPTICPTH becomes insolvent or appoints a receiver or a petition under any bankruptcy act shall be filed by or against SPTICPTH (which petition, if filed against SPTICPTH, shall not have been dismissed within 30 days thereafter), or SPTICPTH executes an assignment for the benefit of creditors, or SPTICPTH takes advantage of any applicable insolvency, bankruptcy or reorganization or any other like or analogous statute, or experiences the occurrence of any event analogous to the foregoing (each of the above acts is hereinafter referred to as an “SPTI CPTH Event of Default ”). Immediately upon the occurrence of an SPTICPTH Event of Default under subclause (a) that is not curable, or an SPTICPTH Event of Default under subclause (b), or if SPTICPTH fails to cure an SPTICPTH Event of Default under clause (a) that is curable within thirty (30) days after delivery by Licensor to SPTICPTH of a written notice of such failure or breach, then Licensor may (x) in the event of an SPTICPTH Event of Default specified in subclause (a) above, terminate the license for the Programs to which such default relates or (y) in the event of an SPTICPTH Event of Default specified in subclause (b) above, terminate this Agreement, in each case by giving written notice to SPTICPTH.

[10.5] Licensor shall be in default of this Agreement if (a) Licensor fails or refuses to perform any of its material obligations hereunder or breaches any material provision hereof, or (b) Licensor becomes insolvent or appoints a receiver 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 Licensor takes advantage of any applicable insolvency, bankruptcy or reorganization or any other like statute, or experiences the occurrence of any event analogous to the foregoing (each of the above acts is hereinafter referred to as a “Licensor Event of Default”). Immediately upon the occurrence of a Licensor Event of Default under clause (a) that is not curable, or a Licensor Event of Default under clause (b), or if Licensor fails to cure a Licensor Event of Default under clause (a) that is curable within thirty (30) days after delivery by SPTICPTH to Licensor of a written notice of such failure or breach, then SPTICPTH may, in addition to any and all other rights which it may have against Licensor, immediately terminate this Agreement and/or any or all licenses hereunder by giving written notice to Licensor.

[10.6] Notwithstanding anything to the contrary contained in Sections 1413.1 or 1413.2, no termination of this Agreement for any reason shall relieve or discharge, or be deemed or construed as relieving or discharging, any party hereto from any duty, obligation or liability hereunder which was accrued as of the date of such termination.

[11.] Copyright . Licensor hereby acknowledges and agrees that the Programs licensed hereunder shall contain a copyright notice in the name of the copyright proprietor conforming to and complying with the requirements of the applicable copyright laws of the Territory. SPTICPTH may, in its own name (or in the name of the copyright proprietor), take such steps as SPTICPTH may deem necessary or appropriate by action at law or otherwise, to prevent any unauthorized reproductions, exhibition or distribution of the Programs, any infringement of the copyright of the Programs or any impairment of or encumbrance on the Rights granted to SPTICPTH hereunder. Licensor agrees that upon the request of SPTICPTH it shall promptly execute and deliver to SPTICPTH such additional documents as SPTICPTH may reasonably need in connection with the foregoing and Licensor hereby irrevocably appoints and designates SPTICPTH as its attorney-in-fact to exercise and file all such documents requested by SPTICPTH pursuant to this Section 1514, with a copy of any such filed document to be provided to Licensor upon request. This power-of-attorney is coupled with an interest.

[12.] Distribution/Exploitation . SPTI[CPTH shall have absolute discretion concerning the exploitation of the Programs, including without limitation the right to release and distribute (and/or refrain from releasing and distributing) the Programs in such manner and media and through such releasing or distribution entity or entities (and/or to engage such subdistributors or /tt/file_convert/612ef0fe1ecc5158694320fc/document.docx 15

licensees) as it so chooses. SPTI.] [I THINK ZUFFA MAY BALK AT THIS SENTENCE.] CPTH makes no representation, warranty, guarantee or agreement as to the amount of receipts, which may be derived from the distribution, exhibition or other exploitation of any Programs and the Rights, nor does SPTICPTH guarantee the performance of any contract for the exhibition of any Programs. Licensor hereby releases and discharges SPTICPTH from any and all liabilities for any loss or damage which Licensor may suffer by reason of SPTI’sCPTH’s failure to release, market, advertise or exploit any Programs, or to exercise any of the Rights. Notwithstanding anything to the contrary contained herein, SPTICPTH shall have the right, in SPTI’sCPTH’s sole discretion, to withhold distribution of any Programs or to withdraw any Programs from distribution anywhere in the Territory at any time during the Term.

9.[13.] Further Assurances . Each of the parties shall execute and deliver any further documents or instruments the other may reasonably request to carry out the intent of this Agreement.

10.[14.] Notices . All notices, claims, certificates, requests, demands and other communications under this Agreement shall be made in writing and shall be delivered by hand or sent by telecopy, or sent, postage prepaid, by registered, certified or express mail, or reputable overnight courier services, and shall be deemed given when so delivered by hand or upon confirmed receipt if delivered by telecopy or facsimile, or if mailed, five (5) days after mailing (one (1) business day in the case of express mail or overnight courier service) to the parties at the addresses set forth below (or at such other address for a party as shall be specified by like notice). If a notice is sent to a party outside of the country of the sender, such notice shall be sent by express mail or overnight courier service.

If to Licensor:

[PLEASE INSERT CONTACT INFORMATION]

If to SPTI:

SONY PICTURES TELEVISIONZUFFA INTERNATIONAL, LLC2960 W. SaharaLas Vegas, Nevada 89102USAAttn: _______________Fax: _______________

If to CPTH:

CPT HOLDINGS, INC.10202 West Washington BoulevardCulver City, California 90232USAAttn.: PresidentTelecopy No.:Fax: 1-310-244-6353


With a copy to:

SONY PICTURES ENTERTAINMENT INC.10202 West Washington BoulevardCulver City, California 90232USAAttn.: Executive Vice-President, Deputy General CounselTelecopy No.:Fax: 1-310-244-05102169

11.[15.] Miscellaneous Terms .

[15.1] Licensor hereby acknowledges that the Programs and the Rights granted to SPTICPTH hereunder for the Programs are of a special, unique and extraordinary character which gives them a peculiar value, for the loss of which SPTICPTH cannot be reasonably or adequately compensated in damages in any action at law and that a breach of this Agreement by Licensor (including, but not limited to, a breach of its deliveryDelivery requirements pursuant to Section 5 hereof) will cause SPTICPTH irreparable injury and damage. Licensor therefor expressly agrees that in the event of a breach or threatened breach of this Agreement by Licensor, that impairs SPTI’sCPTH’s ability to exploit the Rights, SPTICPTH shall, in its sole discretion, be entitled to seek injunctive and other equitable relief against Licensor to end or prevent such breach and to secure enforcement of this Agreement. Resort to equitable relief, however, shall not be construed as a waiver of any other rights or remedies which SPTICPTH may have for damages or otherwise. Notwithstanding any other provision of this Agreement, Licensor’s sole remedy for any breach by SPTICPTH of this Agreement shall be an action at law for damages and Licensor acknowledges that such damages are fully adequate to compensate Licensor in the case of any breach by SPTICPTH hereunder. In no event shall Licensor have any right to terminate this Agreement or seek or be entitled to rescission, injunctive or other equitable relief.

[15.2] SPTICPTH may freely assign and transfer this Agreement or any of its rights hereunder, in whole or in part, to any person or entity, without limitation. Licensor may not assign this Agreement without SPTI’sCPTH’s prior written approval.

11.1[15.3] This Agreement may not be amended or modified, nor may any provision thereof be waived, except by a written instrument executed by the parties to this Agreement or, in the case of a waiver, the party making such waiver. No failure or delay on the part of any party in exercising any of its respective rights hereunder upon any failure by any other party to perform or observe any condition, covenant or provision herein contained shall operate as a waiver thereof, nor shall any single or partial exercise of any such rights preclude any other or further exercise thereof or the exercise of any other right hereunder.

11.2[15.4] Nothing contained in this Agreement shall constitute a partnership between, or joint venture by, the parties hereto or constitute either party the agent of the other. Neither party shall hold itself out contrary to the terms of this Agreement and neither party, shall become liable by reason of any representation, act or omission of the other contrary to the provisions hereof.

11.3[15.5] Nothing expressed or referred to in this Agreement is intended or shall be construed to give any person or entity, other than the parties to this Agreement, or their permitted successors and assigns, any legal or equitable right, remedy or claim under or in respect thereof or any provision contained herein, it being the intention of the parties that this Agreement is for the sole and exclusive benefit of such parties, and any permitted successors and assigns of this Agreement and for the benefit of no other person or entity.

11.4[15.6] The Section headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement./tt/file_convert/612ef0fe1ecc5158694320fc/document.docx 17

11.5[15.7] Governing Law/ Dispute Resolution

11.5.1.[15.7.1.] 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.

[15.7.2.] 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 1918.7 (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.

11.5.2.[15.7.3.] Each arbitration shall be conducted by an arbitral tribunal (the “Arbitral Board”) consisting of a single arbitrator who shall be mutually agreed upon by the parties. If the parties are unable to agree on an arbitrator, the arbitrator shall be appointed by JAMS. The arbitrator shall be a retired judge with at least ten (10) years experience in commercial matters. The Arbitral Board shall assess the cost, fees and expenses of the arbitration against the losing party, and the prevailing party in any arbitration or legal proceeding relating to this Agreement shall be entitled to all reasonable expenses (including, without limitation, reasonable attorney’s fees). Notwithstanding the foregoing, the Arbitral Board may require that such fees be borne in such other manner as the Arbitral Board determines is required in order for this arbitration clause to be enforceable under applicable law. The parties shall be entitled to conduct discovery in accordance with Section 1283.05 of the California Code of Civil Procedure, provided that (a) the Arbitral Board must authorize all such discovery in advance based on findings that the material sought is relevant to the issues in dispute and that the nature and scope of such discovery is reasonable under the circumstances, and (b) discovery shall be limited to depositions and production of documents unless the Arbitral Board finds that another method of discovery (e.g., interrogatories) is the most reasonable and cost efficient method of obtaining the information sought. 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 Licensor such other court having jurisdiction over Licensor, 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 Licensor, such other court having jurisdiction over Licensor, which may be made ex parte, for confirmation and enforcement of the award. The party appealing the decision of the Arbitral Board shall pay all costs and expenses of the appeal, including the fees of the Appellate Arbitrators and the reasonable outside attorneys’ fees of the opposing party, unless the decision of the Arbitral Board is


reversed, in which event the costs, fees and expenses of the appeal shall be borne as determined by the Appellate Arbitrators.

[15.7.4.] 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 SPTICPTH, such other court that may have jurisdiction over Licensor, without thereby waiving its right to arbitration of the dispute or controversy under this section. All arbitration proceedings (including proceedings before the Appellate Arbitrators) shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. Notwithstanding anything to the contrary herein, Licensor 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 SPTICPTH, its parents, subsidiaries and affiliates, or the use, publication or dissemination of any advertising in connection with such motion picture, production or project. The provisions of this Section 1918.7 shall supersede any inconsistent provisions of any prior agreement between the parties.

11.6[15.8] Neither party shall, in any manner whatsoever, be liable or otherwise responsible for any delay or default in, or failure of, performance resulting from or arising out of or in connection with any event of Force Majeure and any such delay, default in, or failure of performance shall not constitute a breach by either party hereunder. As used in this paragraph, “Force Majeure” means any event beyond a party’s reasonable control, including, without limitation, fire, flood, earthquake, or public disaster, strike or labor dispute (other than a strike by, or labor dispute with, employees of such party) or embargo, riot, war, act of terrorism, insurrection or civil unrest.

11.7[15.9] If any provision of this Agreement, or any covenant, obligation or agreement contained herein is determined by a court to be invalid or unenforceable, such determination shall not affect any other provision, covenant, obligation or agreement, each of which shall be construed and enforced as if such invalid or unenforceable provision were not contained herein. Such invalidity or unenforceability shall not affect any valid and enforceable application thereof, and each such provision, covenant, obligation or agreement, shall be deemed to be effective, operative, made, entered into or taken in the matter and to the full extent permitted by law.


11.8[15.10] This Agreement and all of its terms shall be confidential, and each party agrees that, except as may be required by law, it shall not make any disclosures to any third party, other than its attorneys, advisors, directors, employees, agents, shareholders, accountants and parent entities (each of whom shall be subject to the confidentiality provisions hereof) on a need-to-know basis, with regard thereto without the prior written approval of the non-disclosing party.

11.9[15.11] This Agreement constitutes the entire agreement of the parties with respect to the subject matter of this Agreement understandings, or representations relating to the subject matter of this Agreement.

[15.12] This Agreement shall supersede all prior and contemporaneous written or oral agreements pertaining to the subject matter hereof and may not be modified except by an instrument in writing signed by Licensor and SPTICPTH.

IN WITNESS WHEREOF, each party hereto has caused this Agreement to be executed below by its duly acknowledged representative.

SONY PICTURES TELEVISION INTERNATIONAL, a division of CPT HOLDINGS, INC.

ASSOCIATED TELEVISIONZUFFA INTERNATIONAL, LLC

By:

Title:

Date:

By:

Title:

Date:


SCHEDULE A

Instrument of Transfer

[NOT FOR ACTUAL SIGNATURE]ASSIGNMENT OF DISTRIBUTION RIGHTS

UNDER COPYRIGHT

Reference is hereby made to that certain distribution agreementDistribution Agreement between Licensor (defined below) and Distributor (defined below) dated as of __________, 2013 (the “Agreement”) dated as of June 10, 2008 by and between Associated Television International, a corporation duly incorporated and validly existing and in good standing under”). Capitalized terms used herein but not otherwise defined shall have the laws of [PLEASE INSERT STATE AND COUNTRY OF INCORPORATION] (“Producer”) and Sony Pictures Television International, a division of CPT Holdings, Inc. (“Company”).meanings ascribed to such terms in the Agreement.

ForIn connection with the Agreement, for good and valuable consideration, the receipt of which is hereby acknowledged by the parties, pursuant to the terms of the Agreement, Producer, the undersigned, ZUFFA INTERNATIONAL, LLC (“Licensor”), hereby irrevocablylicenses, grants, transfers, grants and assigns to Company

CPT Holdings, Inc.

aka “CPTH” (a California corporation) and its successors and assigns (“Distributor”), the sole and exclusive “Rights” to (i) the thirteen (13) one broadcast-hour live action television episodes of the series entitled, “MASTERS OF ILLUSION: IMPOSSIBLE MAGIC” and (ii) the television awards show currently entitled “2008 WORLD MAGIC AWARDS” with a run-time of approximately [one-hundred twenty (120) minutes], and any and all of such Programs’ elements as the same presently exists and/or hereafter shall come into being (each a “Program”, collectively, the “Programs”) in the “Territory” during the “Term” (as may be extended) (each as defined below and more specifically set forth in the Agreement).

The “Rights” shall mean and include the sole, irrevocable and exclusive right, under copyright, throughout the Term, to (and cause and license others to) to exhibit, distribute, market, display, transmit, broadcast, perform, advertise, publicize,license or otherwise exploit, sell copies of, derive revenues from, rent, dispose of and otherwise communicate publicly or privately and/or turn to account the Television Rights and the Mobile Rights in the Programs (and its themes and other elements), and trailers and clips and excerpts therefrom in the Licensed Languages in the following television series (“Program”) throughout the Territory for the License Period as defined below, by means of Television Rights and Catch-Up Rights:


Title of Program : THE ULTIMATE FIGHTER® (TUF): LATIN AMERICA – SEASON 1

Authorized Language: Where the Territory for the Term. (defined below) is (a) Latin America, original language Spanish, and (b) Asia (to the extent the parties agreed to include Asia in the Territory grant), original language Spanish dubbed and subtitled into English and the local languages of each of the countries listed for Asia).

The “Term” shall mean fifteen (15) years from the earlier of (i) first exploitation of the Programs by Company in any country of the Territory; or (ii) ninety (90) days subsequent to the Final Delivery Date. Company has a further right to extend upon exercise of a right of first negotiation and last refusal (as set forth in the Agreement).

The “Territory” shall mean the universe, excluding the fifty (50) United States.

ProducerTerritory: Anguilla, Antigua, Argentina, Aruba, Bahamas, Barbados, Barbuda, Belize, Bermuda, Bolivia, Bonaire, Cayman Islands, Chile, Colombia, Costa Rica, Curacao, Dominica, Dominican Republic, Ecuador, El Salvador, French Guiana, Grenada, Guadeloupe, Guatemala, Guyana, Haiti, Honduras, Jamaica, Martinique, Mexico, Montserrat, Nicaragua, Panama, Paraguay, Peru, Saba, St. Barthelemy, St. Eustatius, St. Kitts & Nevis, St. Lucia, St. Maarten, St. Martin, St. Vincent & Grenadines, Suriname, Trinidad & Tobago, Turks & Caicos, Uruguay, Venezuela, and Virgin Islands (British). [In addition, upon mutual agreement, “Territory” shall also be deemed include the following additional countries: Bangladesh, Bhutan, Brunei, Cambodia, China, East Timor, Hong Kong, India, Indonesia, Japan, Korea (South), Laos, Macau, Malaysia, Maldives, Mongolia, Myanmar, Nepal, Pakistan, Philippines, Seychelles, Singapore, Sri Lanka, Taiwan, Thailand, Vietnam, Afghanistan, Cook Islands, Fiji, Kiribati, Mariana Islands, Marshall Islands, Micronesia, New Caledonia, Palau, Papua New Guinea, Samoa, Solomon Islands, Tonga, and Tuvalu.] [CHAU- SHOULD I INCLUDE THESE ASIAN COUNTRIES IF THEY HAVEN’T BEEN GRANTED? OR WOULD WE SIMPLY ENTER INTO A NEW ASSIGNMENT OF DISTRIBUTION RIGHTS UNDER COPYRIGHT IF/WHEN THE PARTIES AGREE TO DISTRIBUTION IN ASIA?]

License Period: Commences on _______, 2013 and expires six (6) months thereafter (“Initial Expiration Date”); provided that in the event CPTH satisfies the Minimum Interest Threshold, then the License Period shall be extended to the first anniversary of the Production Confirmation Date.

Licensor hereby irrevocably appoints CompanyDistributor as its attorney-in-fact, with full power and authority to do all such acts and things, and to execute, acknowledge, deliver, file, register and record the Programs,Program and all documents pertinent thereto and consistent herewith, in the Copyright Office of the United States of America and in any other office or offices in any other jurisdictions in the Territory in the name, stead and on behalf of Producerthe Licensor, as CompanyDistributor may deem necessary or proper to accomplish the same, this being a power coupled with an interest. Such appointment will be effective with respect to any such acts and things only if Producer fails to do any such acts and things within 10 days after Company’s request therefor.

CompanyDistributor is hereby empowered by Licensor to bring, prosecute, defend and appear in suits, actions and proceedings of any nature, concerning any copyright in and to the Programs,Program or any infringement of such copyright or violation of any of the rights grantedlicensed to /tt/file_convert/612ef0fe1ecc5158694320fc/document.docx 22

CompanyDistributor herein, but at the cost and expense of CompanyDistributor, and, at its option, CompanyDistributor may join Producerthe Licensor as a party plaintiff or defendant in any such suit, action or proceeding. Company shall provide Producer written notice of any such suit and Producer may participate in the defense thereof at Producer’s own expense provided that Company shall have sole and primary control over the suit of and the sole right to settle any such claim or action. Any recovery of damages, penalties, costs or other amounts arising by reason of the infringement of any such copyright(s) or violation of the rights grantedlicensed to CompanyDistributor herein has been assigned, and shall be paid, to Company but shall be treated as Gross Receipts under the AgreementDistributor.

Dated: As of [Date] ASSOCIATED TELEVISION INTERNATIONAL

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]


This Assignment is dated as of, and is subject to all of the terms, conditions and provisions of the Agreement.

Signed:

By: Its: /Authorized Signatory

State of California ) )County of ____________________ )

On _____________________, before me, personally appeared, _______________________________________________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal

__________________________________ NOTARY PUBLIC


SCHEDULE


EXHIBIT B

SPE DELIVERY SCHEDULEREQUIREMENTS AND TECHNICAL SPECIFICATIONS

Capitalized terms used but not defined herein shall have the same meaning as set forth in the Agreement by and between Sony Pictures Television International, a division of CPT Holdings, Inc. and Associated Television International, to which this Schedule is attached.

Licensor shall thoroughly QC, and review for content, all picture and audio elements prior to delivery to SPTI.

SPTI is only to receive final picture and audio elements.

Should Licensor elect to make picture and/or audio changes after delivery, it is Licensor’s sole responsibility to retrieve all picture and audio elements from SPTI, which shall include Licensor’s original deliverables to SPTI and all items, if any, created by SPTI.

Licensor shall Deliver the following for each Programs:

Licensor shall manufacture no video or audio deliverables for SPTI until Licensor is in receipt of SPTI’s video and audio technical specifications. Please contact David Hawk, or such other individual as SPTI shall determine, for said technical specifications.

[1.] FEATURE:

LEGAL DELIVERY. The following materials shall material(s) will be delivered, unless otherwise specified, to SPTI,CPT Holdings, Inc., 10202 West Washington Blvd., Culver City, CA 90232, Attention: David Hawk, Kirk Hamilton (or such other address or individual as SPTI shallCPTH will determine:):

[a.] Electronic Copy: One (1) detailed combined dialogue and action continuity and spotting list for each version of the completed Programs and trailer, in the form specified by SPTI and conforming in all respects to and with the action and dialogue contained in each such version, in a form and condition suitable for use in dubbing, subtitling and submission to censorship authorities in the Territory. Translations of each such list to be provided as applicable to the Territory. This document shall be e-mailed to David Hawk or such other individual designated by SPTI.

[b.] 5.1 Uncompressed Final Mix Stems: One (1) uncompressed Magneto Optical (“MO”) Disk of each of the 5.1 dialogue, music, effects and foley stems. Each stem must be in perfect synchronization with the final version of the picture.

[c.] 35mm Interpositive : Access to one (1) 35mm brand new, fully timed and graded, no-splice, acetate interpositive (academy flat, academy cinemascope or super 35, as applicable).

[d.] 35mm Textless Backgrounds Interpositive : Access to one (1) 35mm brand new fully timed and graded, acetate interpositive (academy flat, academy cinemascope or super 35, as applicable) of the textless backgrounds to the main, insert and end titles of the Programs (unless the main,


insert and/or end titles of the Programs appear on a black/blank screen), made from the original negative of the textless backgrounds. The textless backgrounds shall include all photographic effects present in the corresponding titled final version of the picture, such as fades, dissolves, blow ups, freeze frames, multiple exposures, etc.

[e.] Dolby Surround (LT/RT) Uncompressed Printmaster : One (1) uncompressed MO Disk of the Dolby Surround encoded stereo two-track (LT/RT) printmaster of the original language soundtrack of the Programs ("Printmaster”). The Printmaster shall be in perfect synchronization with the final version of the picture.

[f.] 5.1 Uncompressed Printmaster : One (1) uncompressed MO Disk of the 5.1 printmaster, configured L, C, R, LS, RS, sub woofer, of the original language soundtrack of the Programs. The 5.1 printmaster shall be in perfect synchronization with the final version of the picture.

[g.] 6+2 Uncompressed M&E (Foreign) Master : One (1) uncompressed MO Disk of the 6+2 M&E. Channels 1-6 shall contain a discrete 6-track (L/C/R/LS/RS/Sub) M&E. The sound effects in this dub must be fully filled and mixed in the same manner as the domestic dub and in perfect synchronization with the final version of the picture. Channel 7 is the extra or optional materials track, containing any special sound elements peculiar to the Programs (e.g. grunts, groans, shouts, screams, breaths, echoes, foreign language dialogue, dialogue from on-screen radios/computers/televisions, etc.). Channel 8 is the dialogue guide track containing a mono mix of the original language.

[h.] 6-Track or 3-Track Uncompressed DME: One (1) uncompressed MO Disk of the 6-track DME containing separate stereo dialogue, stereo music and stereo effects tracks. If 6-track is not available, then one (1) uncompressed MO Disk of the 3-track DME containing separate mono dialogue, mono music and mono effects tracks. The DME shall be in perfect synchronization with the final version of the picture.

[i.] High Definition Videotape Masters : The following high definition (“HD”) videotape masters shall be delivered:

For 1.85:1 films:HD Cam SR 16:9 (1.33 side-matted) HD Cam SR 16:9 full frame (1.78)

For 2.35:1 (or other scope measurement) films:HD Cam SR 16:9 (1.33 side-matted) HD Cam SR 16:9 full frame (1.78) HD Cam SR 16:9 (2.35)

Each HD videotape master shall be recorded at 1080P/23.98sf. Each HD videotape master shall have the 2-track LT/RT printmaster on channels 1 and 2, and the 2-track LT/RT M&E on channels 3 and 4. Textless backgrounds for the main, insert and end titles shall appear sixty (60) seconds after Programs in each videotape master. The textless backgrounds shall be color corrected to match the corresponding texted shots.

Additionally, Licensor shall deliver two (2) NTSC DVD-Rs of the 4:3 full frame version of the Programs directly to the Executive Vice President of Production, Acquisitions and Business Affairs


at 10202 W. Washington Blvd., Culver City, CA., 90232.

FOREIGN LANGUAGE VERSIONS:

[d.] Dolby Surround (LT/RT) Uncompressed Foreign Language Mix: One (1) uncompressed MO Disk of the Dolby Surround encoded stereo two-track (LT/RT) printmaster of all available foreign language soundtracks of the Programs applicable to SPTI’s territory.

[e.] 5.1 Uncompressed Foreign Language Mix: One (1) uncompressed MO Disk of the 5.1 printmaster of all available foreign language soundtracks of the Programs applicable to SPTI’s Territory.

2. TRAILER:

If a trailer is made for use in connection with a Program by Licensor or any third party at the time of delivery to SPTI, or at a later date, Licensor will deliver two (2) VHS cassettes of said trailer to SPTI, 10202 West Washington Blvd., Culver City, CA, 90232, Attention: Alli Farrell, or such other address or individual as SPTI shall determine. SPTI shall determine, within ten (10) business days, if it shall use said trailer. If SPTI elects to use said trailer, Licensor shall deliver (or grant SPTI access, as designated) the following items.

The following materials shall be delivered, unless otherwise specified, to SPTI, 10202 West Washington Blvd., Culver City, CA 90232, Attention: David Hawk, or such other address or individual as SPTI shall determine:

[a.] 35mm Texted Interpositive: Access to one (1) 35mm brand new, fully timed and graded, texted acetate interpositive (academy flat and/or academy cinemascope, as applicable) of the final trailer.

[b.] 35mm Textless Interpositive or Textless sections: Access to one (1) 35mm brand new, fully timed and graded, textless, acetate interpositive (academy flat and/or academy cinemascope, as applicable) of the final trailer. If a textless IP of the entire trailer is not available, then licensor shall grant SPTI access to an IP reel of the textless sections for the final trailer (academy flat and/or academy cinemascope, as applicable).

[c.] Dolby Surround (LT/RT) Printmaster: Access to one (1) uncompressed MO disk of the Dolby Surround encoded stereo two-track (LT/RT) printmaster. The stereo two-track (LT/RT) printmaster shall be in perfect synchronization with the final trailer.

[d.] 5.1 Printmaster: Access to one (1) uncompressed MO disk of the 5.1 printmaster, configured L, C, R, LS, RS, sub woofer. The 5.1 printmaster shall be in perfect synchronization with the final trailer.

[e.] 5.1 M&E: Access to one (1) uncompressed MO disk if the 5.1 M&E, configured L, C, R, LS, RS, sub woofer. The 5.1 M&E shall be in perfect synchronization with the final trailer.

[f.] 4-Track NDME or 3-Track DME: Access to one (1) uncompressed MO disk of the 4-track mono NDME, containing separate mono narration, mono dialogue, mono music, and mono effects. If narration is not present in trailer, access to one (1) uncompressed MO disk of the 3-track mono


DME, containing separate mono dialogue, mono music, mono effects. The NDME or DME shall be in perfect synchronization with the final trailer.

[g.] 5.1 Stems: Access to one (1) uncompressed MO disk of each of the dialogue, music, effects and narration stems. The stems must be in perfect synchronization with the final trailer.

[h.] High Definition Videotape Masters: The following high-definition (“HD”) videotape masters shall be delivered:

For 1.85:1 films:HD Cam SR 16:9 (1.33 side-matted)HD Cam SR 16:9 (1.78)

For 2.35:1 (or other scope measurement) films:HD Cam SR 16:9 (1.33 side-matted)HD Cam SR 16:9 (1.78)HD Cam SR 16:9 (2.35)

Each HD videotape master shall be recorded at 1080P/23.98sf. Each HD videotape master shall contain texted and textless versions. The texted version shall have the 2-track LT/RT printmaster on channels 1 and 2, and the 2-track LT/RT M&E (matrixed from the 4-track M&E) on channels 3 and 4. The textless version shall have channel 1-narration; channel 2-dialogue; channel 3-music; channel 4-effects.

3. ADVERTISING/PUBLICITY MATERIALS:

Materials to be delivered to SPTI, 10202 West Washington Blvd., Suite 7014, Culver City, CA 90232, Attention: Alli Farrell or such other address or individual as SPTI shall determine:

a. Sample copies of the one-sheet posters prepared for the release of the Program.

b. Original textless, layered full color key art used in the one-sheet posters, together with the correct advertising billing, title treatment copylines and logos for use in such one-sheets. To be provided in digital format.

c. One (1) black and white reproduction-quality unscreened textless print of newspaper advertising art and correct advertising billing, title treatment and copylines for use in such advertisements, provided in digital format.

[d.] Not less than two hundred (200) different color images, provided in high-resolution digital format or original negatives or transparencies (if original negatives are not available) comprising production, publicity and portrait photographs, in such proportions as SPTI may require, each of which shall bear an explanatory caption. In addition, SPTI shall have free access to all original color negatives, transparencies and contact sheets. All such materials shall have been pre-approved by any third parties which have approval rights thereover pursuant to talent or other third party agreements.

[e.] Typewritten copies of all synopses of the Program, biographies of the individual producer(s), director(s), writer(s) and leading players thereof, production notes, interviews, quotes and reviews, and complete lists of the final main and end titles of the Program. All such materials shall have been pre-approved by any third parties which have approval rights thereover pursuant


to talent or other third party agreements. If available, this material is to be delivered in an electronic format (i.e., a Microsoft Word document).

[f.] Sample VHS copies of all (i) television advertisements; (ii) trailer; (iii) electronic press kits ("EPK's"); and (iv) publicity clips, together with samples of any written press kits (complete with a "brown bag" set of 8x10 black and white stills) prepared in connection with the release of the Program in the United States.

[g.] D5, HDCam SR or Digi-Beta NTSC and PAL (as applicable for the Territory) videotape masters of all such television advertisements, EPK's and publicity clips prepared for the Program, containing the following passes for trailers: Standard 5.1 audio for Hi-Definition masters and the following for Standard Definition masters: Pass 1 (Texted): channels 1&2 shall have a full stereo mix; channels 3&4 shall have stereo music and effects; Pass 2 (Textless): channel 1–narration; channel 2–dialogue; channel 3–music; channel 4–effects. All other audio-visual material masters may contain just one pass with channels 1&2 having a full stereo mix and channels 3&4 having mix minus narration.

[h.] Typewritten copies of the full transcripts of the narration dialogue and scene clips dialogue of all such television advertisements, EPK's and publicity clips. If available, this material is to be delivered in an electronic format (i.e., a Microsoft Word document).

MISCELLANEOUS:

Additional Materials to which SPTI shall be granted free access during the Term or shall be delivered (as noted below):

[1.] All B-roll footage shot in connection with the EPK's, featurettes, interviews, director’s commentary, deleted scenes, bloopers or television specials or any other material created for DVDs.

[i.] Any available material with respect to story boards, production designs and costume sketches.

[j.] All advertising/publicity materials created and/or developed by or for Licensor or distributors.

[2.] Editor's script notes (i.e. a copy of the final shooting script, marked with slate and take numbers used in photographing each script scene, indicating the portion of each script scene covered by each slate and take number, with notations as to camera movement, lens used, etc.) and the Editor's code book, bearing identification of slate and take numbers of each scene by cutting print code numbers.

[k.] Licensor shall deliver to SPTI, (without payment of any manufacturing, duplication, delivery, permission or other fee by SPTI) any and all so-called “Special Features” including, without limitation the 'making-of' materials created in connection with the Program, behind-the-scenes footage, b-roll, cast and/or crew interviews and commentaries (pre-approved by any third parties which may have approval rights thereover pursuant to talent or other third party agreements) for SPTI's use in connection with the Program in accordance with the Rights granted hereunder.

4. DOCUMENTS:/tt/file_convert/612ef0fe1ecc5158694320fc/document.docx 30

Materials to be delivered to SPTI, 10202 West Washington Blvd., 6th Floor, Culver City, CA 90232, Attn: Corporate and Distribution Legal Affairs, or such other address or individual as may be determined by SPTI:

a. Certificate of standard producer’s liability and errors and omissions insurance as provided in Paragraph 12.3 of the License Agreement.

b. Laboratory access agreements (in the form attached hereto as Schedule C) signed by Licensor and each respective laboratory and/or facility having possession of the preprint and sound material for the Program (all versions) and trailer(s), including film, sound and storage facilities.

c. One (1) typewritten, English language music cue sheet in standard form showing the particulars of all music synchronized with the Program (all versions) and trailer and any other materials in connection with the Program containing licensed music.

d. Clearly legible photostatic copies of the fully-executed composers agreement(s) (if any) and valid music licenses for the performance and synchronization with the Program (all versions) and trailer(s) of all compositions and recordings contained in the soundtrack(s) thereof, permitting SPTI's use in connection with the exploitation and distribution of the Program (all versions) and trailer(s) during the Term throughout the Territory for any and all purposes and by any means, method or device now or hereafter known at no additional cost to SPTI. Upon request, copies of the fully-executed soundtrack album agreement, co-publishing or administration agreement(s), the music supervision agreement and/or the written musical score for the Program shall also be provided.

[1.] e. Clearly legible photostatic copies of all chain-of-title documents required by SPTI, evidencing Licensor'sClearly legible copies of all chain-of-title documents required by CPTH, evidencing Licensor’s proper ownership and permitting the use of any and all literary, dramatic, musical and other material used in the production of the Program or upon which the Program and/or screenplay may be based, together with certificates of authorship and proof of payment in connection with the acquisition of the necessary rights in and to such material and the exercise of all options related thereto.

[2.] f.As applicable, a copy of the following for Licensor: (i) certified articles of incorporation (or restated forward articles of incorporation) from, as applicable, the state, province, or country of incorporation; (ii) if Licensor is a limited liability company, articles of organization (or documentation equivalent to the foregoing) from, as applicable, the state, province, or country of organization; (iii) if Licensor is a limited partnership, a certificate of good standing (or documentation equivalent to the foregoing) from, as applicable, the state, province, or country of establishment, and a limited partnership agreement, if requested by CPTH; (iv) if Licensor is a d/b/a, a fictitious business statement; and (v) evidence that Licensor is a legal trust duly formed and validly existing in good standing under the laws of the applicable state, province, or country.

1. Evidence satisfactory to CPTH that there is no lien, charge, encumbrance or security interest in the Rights granted to CPTH (other than customary liens in favor of SAG, WGA, or DGA), including, without limitation, executed releases (to the extent of the Rights granted to CPTH) in form and substance satisfactory to CPTH from any party to whom any such lien, charge, encumbrance, or security interest was granted (including, without limitation, from all parties disclosed in the copyright report).


2. A current (i.e., dated no earlier than thirty (30) days prior to the Final Delivery Date) (a) copyright report issued by Thomson CompuMark, and (b) title report and opinion issued by Dennis Angel.

3. A complete typewritten statement of all third party screen and paid advertising credit, name and likeness, and other third party obligations, restrictions and approval rights including, without limitation, all dubbing obligations (if any), director’s editing rights, video mastering consultation or approval rights, etc. for each individual and entity named in the billing block with excerpts from each applicable third party agreement setting forth the precise extent and nature of such obligations, restrictions and/or approval rights, in the identical order as listed in the billing block.

4. The proposed paid ad/packaging summary, credit and billing block layout for both full- and small-sized paid ads.

5. The final copyright notice, as it appears on the billing block.

6. Clearly legible photostatic copies of fully-executed agreements withfor all actors and key production personnel (e.g., director, producer, writer, etc.) and principal cast of the Program. Upon request, copies ofany other talent and/or crew agreements shall be provided to SPTIrequested by CPTH.

g. Clearly legible photostatic copies of the U.S. (and, where applicable, Canadian) copyright registration certificate(s) for both the screenplay and Program. (If the U.S. copyright registration certificate for the Program is not yet available to Licensor at the time of delivery to SPTI, a copy of the Form PA and evidence of submission and payment of deposit fees shall suffice until such time as the conformed certificate becomes available; whereupon, a clearly legible photostatic copy shall be immediately provided to SPTI.)

h. A clearly legible photostatic copy of the fully paid rating certificate issued for the Program and the trailer of the Program by the Classification and Rating Administration of the Motion Program Association of America, evidencing a rating of not more restrictive than "R."

[3.] i.Clearly legible copies of fully-executed valid and subsisting license agreements from all parties having any rights in any stock footage or film clips used in the Program, granting to CPTH the perpetual and worldwide right to incorporate said stock footage or clip in the Program (and/or in trailers and television spots for the Program) and to distribute, exhibit, advertise and otherwise exploit the Program or any portion thereof embodying such stock footage or clips in any and all media perpetually throughout the world and proof of payment for the foregoing.

7. If the Program or underlying materials or properties are based upon or related to events in the real life of real persons, living or dead, or portrays real persons, true and correct copies of all personal releases and other documentation showing that Licensor has all rights necessary to permit CPTH to exploit the Program in the manner provided herein without violating any third party rights or incurring any obligations to any third party.

8. A complete written statement showing the exact form and manner of the main and end titles of the Program (it being agreed to by Licensor, that there will be no form of credit or acknowledgement, in the Program, to any employee of Sony Pictures Entertainment)..


j. A complete typewritten English language statement of all third party screen and paid advertising credit (in the order in which they appear on the billing block), name and likeness and other third party obligations, restrictions and approval rights, with excerpts from each applicable third party agreement setting forth the precise extent and nature of such obligations, restrictions and approval rights attached thereto (including licenses for all applicable logos (e.g. Dolby, Ultra Stereo, SDDS, any producers logo, etc), together with a layout of the proposed paid ad credit billing block layout for both full- and small-sized paid adds. Licensor shall also provide a complete statement of all dubbing obligations (if any) and any other third party restrictions and approval rights (including, without limitation, director's editing rights, video mastering consultation or approval rights, etc.), with excerpts from each applicable third party agreement setting forth the precise extent and nature of such obligations, restrictions, and/or approval and consultation rights attached thereto.

k. If the Territory includes countries outside of the U.S. and Canada, at least fifteen (15) originals of a notarized Certificate of Origin (with no less than four (4) of which are signed and notarized in the country of origin), and a completed Questionnaire (as attached).

l. At least two (2) signed, dated and notarized originals of a short form Instrument of Transfer, substantially in the form attached hereto.

[4.] m. At least twoOriginals of each of the following signed by the Underwriter: (a) Certificate of E&O Insurance; and (b) Additional Insured and Primary/Non-Contributory Endorsements.

9. One (1) typewritten (or computer generated) hard copy and one (1) copy in digital format of a music cue sheet in standard form showing the particulars of all music synchronized with the Program (all versions) and additional cue sheets for the trailer(s) and any other materials in connection with the Program containing original and/or licensed music. All such cue sheets will include for each cue: (i) the title of song; (ii) the name of the songwriter/composer; (iii) the songwriter’s/composer’s performing rights affiliation (e.g., ASCAP, BMI or SESAC); (iv) the name of publisher; (v) the publisher’s performing rights affiliation; (vi) the type of use; (vii) the length of the use; and (viii) an indication of whether or not a master recording was licensed.

10. Clearly legible, fully-executed copies and proof of payment for any and all synchronization licenses and master use licenses, all valid and sufficient to provide CPTH with the right to use and perform all musical compositions and master recordings contained in the soundtrack(s) of the Program (all versions) and all trailer(s), in connection with the exploitation and distribution of the Program (all versions) and all trailer(s) during the License Period throughout the Territory for any and all purposes and by any means, method or device now or hereafter known at no additional cost to CPTH (including, without limitation, any download fees or mechanical reproduction fees and there shall not be any download fees or mechanical reproduction fees or so-called “step” payments), or until such licenses are available, quote letters and proof of payment.

11. Clearly legible copies of the copyright registration certificate(s) in the Territory for both the screenplay and Program or, in the interim, proof of submission and proof of receipt from the Copyright Office.

12. To the extent applicable, laboratory access agreements (in the form attached hereto as Exhibit C, and incorporated herein) signed by Licensor and each respective laboratory and/or facility having possession of the preprint and sound material for the Picture (all versions) and trailer(s), including film, sound and storage facilities./tt/file_convert/612ef0fe1ecc5158694320fc/document.docx 33

13. Two (2) signed, dated and notarized originals of athe short form MortgageAssignment of Copyright/Power of AttorneyDistribution Rights (as set forth in a form acceptable to SPTI.Exhibit A).

n. A copy of Licensor’s Certified Articles of Incorporation (or Restated Forward Articles of Incorporation) and a Certificate of Good Standing from the state of incorporation.

o. Releases/Subordinations and non-disturbance in a form and substance satisfactory to SPTI, executed by all parties providing financing and completion bonds for the production and delivery of the Program or having any lien, charge or security interest in the Program or its revenues, to the extent that such lien, charge or security interest encumbers the rights granted to SPTI.

p. A true and complete copy of the approved budget of the Program in the form provided to the completion guarantor and financier(s) of the Program.

q. A true and complete copy of the detailed, itemized certified final negative cost statement for the Program.

r. A current (i.e., dated no earlier than thirty (30) days prior to the Delivery date) version of either: (i) a Copyright Report and Title Report issued by Thomson & Thomson and a Title Opinion issued by Sheppard, Mullin, Richter & Hampton LLP; or (ii) a Copyright Report and Title Report and Opinion issued by Dennis Angel.

s. A true and complete copy of the binding completion guaranty naming SPTI as a beneficiary thereto and issued by a bond SPTI approved by SPTI, which approval shall not be unreasonably withheld.

t. One (1) copy of the final screenplay and shooting script used in connection with the production of the Program.

u. A fully-executed copy of the Agreement.

[5.] v. For payment of monies pursuant to the Agreement: (i) the complete, accurate name of the payee (whether this is Licensor or a third-party); (ii) if the payee is a third-party, a fully-executed direction-to-pay (in the form to be provided by CPTH); (iii) a complete signed IRS form W-9 for the payee) or IRS form W-8(BEN) if the payee is a non-US entity); and (iv) full and complete payment instructions for the payee (e.g., bank name; bank address; bank telephone number; bank account name; bank ABA or routing number; bank account number; sort code/Swift code (if applicable); intermediary bank (if any); and any other special wiring instructions).

14. Upon request, such other documents as SPTICPTH may deem necessary or proper to evidence, maintain or effectuate any or all of the distribution, security or other rights granted to SPTICPTH under any provision of the Agreement.

15. If the Territory includes countries outside of the U.S. and Canada: (i) at least fifteen (15) originals of a notarized Certificate of Origin (in the form provided as Annex A hereto) (with no less than four (4) originals signed and notarized in the country of origin); and (i) one (1) completed Questionnaire (in the form provided as Annex b hereto).


16. Product Placement: A letter, signed by Licensor, setting forth all product placement arrangements entered into in connection with the Programs and the consideration provided by both the supplier (e.g., payment, free or discounted product) and the production (e.g., visible display of labels, verbal mention of brand, etc.). For any non-monetary consideration received from suppliers, Licensor shall provide an estimate of the value of such consideration (in U.S. Dollars). The letter shall be accompanied by available substantiating documentation (e.g., written agreements, confirmation letters) as well as a listing of the footage notations determined on the same basis as the Combined Continuity Script List at which all such product placements are seen or heard.


MARKETING DELIVERABLES LIST. The following material(s) will be delivered, unless otherwise specified, to CPTH Holdings, Inc., 10202 West Washington Blvd., Culver City, CA 90232, Attention: Dawn Schroeder (or such other address or individual as CPTH will determine):

1. Gallery Photography:- Specs: RAW format, RAW files, uncompressed. In addition to the RAW files, files processed as

TIFFS (approx. 60-100 MB in size) and also preferably as JPGS (1.5-6 MB each)- Gallery Group shots

In character and out of character “glamour” shots In the appropriate hierarchy (i.e. Timothy Olyphant, Justified, standing out as he is the

“lead”) Need photography that “sets-up” the show and are representative of the context of the show

(i.e. legal drama – court room setting) – Shots of set or background without talent More shots that are situated for vertical use

- Gallery Single shots of each actor In multiple outfits In character With multiple expressions Neutral color backgrounds if possible

2. Logo:- Spec: Illustrator EPS file3. Key Art:- VERTICAL – 27” x 40” (plus bleed)- HORIZONTAL – 14” x 48” (plus bleed)- *Include minimum 2” useable bleed. For maximum flexibility, try to include enough bleed to

preserve full bodies/body parts or essential background elements. - DELIVERABLES : (For both vertical and horizontal builds)

Photoshop layered PSD files. Minimum 150dpi. CMYK. JPG with title and text. (Half size. Quality 10) JPG without title and text. (Half size. Quality 10)

4. Press Kit Materials (Electronic):- Specs: As Word docs.- Cast Bios- Executive Producer/Producer Bios- Director/Writer Bios - Show Description- Production Notes/Production Information5. Video:

a. EPK – cleared both for a broadcast use including 2-3 featurettes and raw b-roll for local editb. BTSc. Trailers (all durations)d. Teasers e. As available, radio spots - for reference only provided as mpg files, scripts as digital file

- Request that all promos, trailers and teasers are cleared for broadcast and use in specs noted below.- No music clearance necessary for international use

Material Specs:Request in PAL (ideal for international use) and NTSC with the following specs (HD is always preferred when available and digital delivery also preferred):/tt/file_convert/612ef0fe1ecc5158694320fc/document.docx 36

High Definition:1080p/i High Definition (NTSC)NTSC ProRes_422_HQ QuickTime on Data DVDOrHDCAM SR Tape Frame size: 1920 x 1080 Frame rate: 30 fpsAspect ratio: 16:9Video: Textless: no broadcast or ratings bugs, no tune-in informationAudio: split track (as required)**** A Texted, fully mixed version of all Trailers/Promos should be provided as a reference pass on the master.

1080p/i High Definition (PAL) – IF AVAILABLEPAL ProRes_422_HQ QuickTime on Data DVDOrHDCAM SR Tape Frame size: 1920 x 1080 Frame rate: 25 fpsAspect ratio: 16:9Video: Textless: no broadcast or ratings bugs, no tune-in informationAudio: split track (as required)**** A Texted, fully mixed version of all Trailers/Promos should be provided as a reference pass on the master.

Standard Definition:Standard Definition (NTSC)NTSC ProRes_422 QuickTime on Data DVDOrNTSC Uncompressed Digital Betacam TapeFrame size: 720 x 486 Frame rate: 30 fpsAspect ratio: 4:3Video: Textless: no broadcast or ratings bugs, no tune-in informationAudio: split track (as required) Ch 1 Dia/Ch 2 Comp/Ch 3 Music/ Ch 4 Effects**** A Texted, fully mixed version of all Trailers/Promos should be provided as a reference pass on the master.

Standard Definition (PAL) - IF AVAILABLEPAL ProRes_422 QuickTime on Data DVDOrPAL Uncompressed Digital Betacam TapeFrame size: 720 x 576 Frame rate: 25 fpsAspect ratio: 4:3Video: Textless: no broadcast or ratings bugs, no tune-in information

Audio: split track (as required) Ch 1 Dia/Ch 2 Comp/Ch 3 Music/ Ch 4 Effects


**** A Texted, fully mixed version of all Trailers/Promos should be provided as a reference pass on the master.

6. Digital Assets (As Available):

- Microsite template and show specific assets for web use- Web banners- Mobile Wallpaper- Online Wallpaper- Mobile Screensavers - IM Icons for web


MASTERS DELIVERY AND FORMAT TECHNICAL SPECIFICATIONS. The following material(s) will be delivered, unless otherwise specified, to CPTH Holdings, Inc., 10202 West Washington Blvd., Culver City, CA 90232, Attention: David Hawk (or such other address or individual as CPTH will determine):

1. Please use this document specifically for, but not limited to, the following:

HD Color Corrected Masters HDCAM-SR Protection Clones (from HD Masters) (DBC) Downconversion Masters (from HD Masters) (DBC) Protection Masters (from DBC Downconversion Masters) Film Scans/Digital Intermediates (HD, 2K, 4K DPX Files)

2. Use SONY stock whenever possible

3. HD masters should be recorded onto HDCAM-SR only.

4. HD masters should be recorded as 4:4:4 unless other sampling rate agreed to by SPE

5. HDCAM-SR masters can be recorded on loads up to 124 minutes (155 minutes in 23.98PsF).

6. Head Format

57:00 – 58:30 BLACK (Minimum 90 Seconds/120 seconds maximum of preroll)58:30 – 59:30 100% BARS and 1K TONE on HD TAPES

75% SPLIT FIELD BARS AND 1K TONE ON NTSC TAPES(75% FULL FIELD BARS and 1K TONE for PAL Tapes)

59:30 – 59:40 SLATE59:40 – Hour 01 BLACK59:53 – 59:58 MODIFICATION CARD – On 4x3 pan/scan masters and down

conversions01:00:00:00 START OF PROGRAM

(Columbia Logo has fade up, so it does not need to begin at the hour. Use two pop as reference for Logo start.)

7. Head Format, Subsequent Parts (i.e., part 2 of 2)

3:00 - 1:30 BLACK1:30 - :30 BARS AND TONE:30 - :20 SLATE:20 - :00 BLACK

8. Textless and Tail Format

EOP - :40 BLACK:40 - :50 SLATE :50 - :60 BLACK (TEXTLESS START :60 AFTER PGM.)2:00 BLACK AFTER END OF ALL EOP INFORMAITON


Please put :05 of black between main titles and end titles

Time between textless and textless inserts (or foreign titles) to be formatted as follows:

:10 BLACK:10 SLATE:10 BLACK

Please put :05 of black between individual Textless Inserts

Time between individual Foreign titles (different languages) to be formatted as follows:

:10 BLACK:10 SLATE:10 BLACK

Textless and Textless Inserts to be formatted and laid down as supplied from film or data files.

9. Textless elements are to be transferred at tail to matching program aspect ratio, color, framing

and length:

HD Feature Aspect Ratio - 2.40, textless will be 2.40 at tailHD Feature Aspect Ratio - 2.35, textless will be 2.35 at tailHD Feature Aspect Ratio – 1.78, textless will be 1.78 at tailHD Feature Aspect Ratio – 1.33, textless will be 1.33 at tail

10. Order of ‘end of program’ information should be as follows:

Slate for textless main and ends Textless main and ends Slate for textless inserts Textless inserts Slate for foreign main and ends and foreign inserts Foreign inserts

11. There should be individual slates for textless, foreign language, and other insert material and they should include the following (If no textless, please state as such on slates and labels)

Content (eg., mains only) Language (specifically for foreign main and ends) Run Time is not required

12. Textless, Inserts, and Foreign Text Material must come in and go out on the corresponding (matching) frame from the body of the program to maintain 3:2 cadence when making interlace tapes. The exact time code need not match, however the frame must be identical. In the event that the end of program material does not match the body of the program, please notify the SPE Telecine Supervisor prior to transferring the material.


Here is an example:

A texted shot in program cuts in at 01:10:11:20. The matching textless shot needs to have a corresponding cut in frame number of 20. (i.e. 02:44:18:20) in continuous time code after end of feature – do not insert matching time code from program.If a shot fades up or fades out, a cut point within the sequence will need to be used as a reference and back timed into the correct position. This happens most often in the beginning of the movie with a fade up of a logo. In this case, the last frame of the opening is used as the reference point and back timed in.

13. Additional Materials to which CPTH shall be granted free access during the Term or shall be delivered (as noted below):

1. All B-roll footage shot in connection with the EPK's, featurettes, interviews, director’s commentary, deleted scenes, bloopers or television specials or any other material created for DVDs.

2.[3.] Any available material with respect to story boards, production designs and costume sketches.

3. All advertising/publicity materials created and/or developed by or for Licensor or distributors.

4. Editor's script notes (i.e. a copy of the final shooting script, marked with slate and take numbers used in photographing each script scene, indicating the portion of each script scene covered by each slate and take number, with notations as to camera movement, lens used, etc.) and the Editor's code book, bearing identification of slate and take numbers of each scene by cutting print code numbers.

All Documents herein shall be subject to SPTI’s review and approval, in its good faith business judgment, provided however, all Documents should conform to SPTI’s customary standards, including without limitation the following: (i) all chain of title documents, professional service agreements and music documents must include a waiver of injunctive relief by the granting party, and (ii) no such documents shall include a right of termination (unless such right is subject to all licenses, sublicenses and subdistribution agreements entered into with respect to the Program).

If any of the foregoing documents are not provided in the English language, SPTI shall have the right to obtain a translation thereof and deduct the costs from any monies owed to Licensor by SPTI under the Agreement.


[4.] Licensor shall deliver to CPTH, (without payment of any manufacturing, duplication, delivery, permission or other fee by CPTH) any and all so-called “Special Features” including, without limitation the 'making-of' materials created in connection with the Program, behind-the-scenes footage, b-roll, cast and/or crew interviews and commentaries (pre-approved by any third parties which may have approval rights thereover pursuant to talent or other third party agreements) for CPTH's use in connection with the Program in accordance with the Rights granted hereunder.

MASTERING ASPECT RATIOS

1. HD masters will be manufactured from DI Data Files or 35mm Positive Film Masters (including Color Interpositives or B&W Fine Grain Masters) unless other source elements are approved by the Sony asset Management Title Manager.

2. Telecine transfer aspect ratio information for New Release and Library Titles.

Original 1.85 theatrical aspect ratio features will be recorded as 16x9 1.78 full frame masters so that when a 1.85 matte is imposed the resulting image will match the original 1.85 theatrical framing.

Original 2.40, 2.35 or other anamorphic theatrical presentation aspect ratio features will be recorded as 16x9 letterboxed to original theatrical framing, i.e. 2.40, 2.35 etc.

Original theatrical aspect ratio versions at 1.66 be recorded with side bars to create 1.66 image matching theatrical framing.

Original theatrical aspect ratio versions at 1.37 shall be recorded at 1.33 with side bars to create 1.33 image to match theatrical presentation.

4x3 Pan/Scan - 4x3 Full Frame versions shall be recorded to 4x3 with side bars and image pan/scanned where necessary to fill up 4x3 frame.

16x9 Pan/Scan - Anamorphic theatrical features shall also be recorded to 16x9 FF with image pan/scanned where necessary to fill up 16x9 frame.

ALL RE-FRAMING DECISIONS MUST BE APPROVED BY SONY ASSET MANAGEMENT TITLE MANAGER AND TALENT, WHERE APPROPRIATE.

3. NEW RELEASES: FOR NEW RELEASES THE VIDEO MASTERS WILL BE DERIVED FROM FINAL, APPROVED DIGITAL INTERMEDIATE FULL APERTURE FILES. THE ORIGINAL THEATRICAL ASPECT RATIO VIDEO MASTER WILL REFLECT THE DI THEATRICAL PRESENTATION FRAMING. THE PAN/SCAN VERSION(S) WILL MAKE USE OF THE FULL APERTURE

/tt/file_convert/612ef0fe1ecc5158694320fc/document.docx

42

DATA UNLESS INSTRUCTED OTHERWISE BY THE SONY TITLE MANAGER PER TALENT REQUEST.

ANY ADDITIONAL REQUESTED CLEAN UP OR RESTORATION TO VIDEO MASTERS MUST BE INCORPORATED IN DI DATA FILES SO THAT ARCHIVE WILL CAPTURE THESE CHANGES.

Telecine transfer workflow information for Library Features:

The initial film scan must be a Full Aperture Transfer (Identified as a FAT Master) that is non-color corrected without dirt/scratch removal applied. It will be created in 2K (2048x1556) or 4K (4096x3112) DPX Data Files. The files will be stored on a POD, SANS,RAID.

The FAT master will then be color corrected in a supervised session and dirt/ scratch removal applied to the files.

To create a 1.85 OAR HD Master first a 16x9, 1.78 Full Frame picture will be extracted from the FAT Master. Then a 1.85 Letterbox matte is imposed on the 1.78 resulting in an image which matches the original theatrical presentation of 1.85. Note that two HD Masters are created: 1.78 Full Frame and 1.85 Letterbox. Both are created from the FAT Master in separate sessions. OAR = Original Aspect Ratio

A 2.40 OAR or other theatrical anamorphic films HD Master will be extracted from the FAT Master as 16x9 2.40 (or other projection OAR’s) with letterbox mattes to accurately represent the theatrical presentation.

A 1.66 OAR HD Master will be extracted from the FAT Master as 16x9 1.66 with side mattes to accurately represent the theatrical presentation.

A 1.37 OAR HD Master shall be extracted from the FAT Master as 4x3 1.33 with side mattes to accurately represent the theatrical presentation.

To create a 4x3 Full Frame version HD Master from a widescreen OAR the picture will be extracted from the FAT Master and recorded to 4x3 with side mattes. The image will be pan/scanned where necessary to fill up the 4x3 frame.

To create a 16x9 1.78 Full Frame version HD Master from a 2.40 (anamorphic or Super 35) or other theatrical anamorphic OAR films the picture will be extracted from the FAT Master. The image will be pan/scanned where necessary to fill up the 16x9 frame.


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ALL RE-FRAMING DECISIONS MUST BE APPROVED BY A SONY ASSET MANAGEMENT TITLE MANAGER AND TALENT, WHERE APPROPRIATE.

4. The last field of picture and time code of a video part/reel and the first field of picture of subsequent part/reel must be consecutive; ending on field 2 and beginning on field 1 so as not to disrupt the 3:2 cadence of interlace tapes.

5. The HD Timecode of the last frame of each Film Reel must be recorded and provided to the SPE QC Evaluator prior to the QC Review. If alternate versions are created, such as Director’s Cut or Extended or Unrated, then the HD time codes of these additions/changes/deletions must be provided to Sony title manager.

6. All titles and credits and insert titles shall fall within the title safe. Manipulation of titles/credits (e.g. squeezing) is not acceptable unless approved by Sony Title Manger.

7. Main credits/titles will be recorded in the aspect ratio of the video master. End credits are to be transferred in the original theatrical aspect ratio on all video masters including 4x3 FF tapes unless the Sony Title Manager approves otherwise.

8. All boom mics, camera flags, crew, production equipment, incomplete rendering, dolly tracks, splices, frame and matte lines, etc. should not be seen.

9. Vertical and horizontal blanking should not shift through feature due to frame lines or edge of film frame.

10. All tapes to have continuous time code; LTC and VITC must match.

All DBC Down Conversions and Digital Betacam Protection Masters must have continuous (525) DFTC, (625) EBUTC across all parts.

11. No noise reduction or other enhancement or signal processing is to be used on color corrected HD Masters, down conversions or clones, unless authorized by SPE Telecine Supervisor.

12. The end of part or program for any part should be noted with the last frame and field of video and/or audio on QC Reports.

13. The end of part or program for any part should be noted with the first frame of black after the last frame of video on slates and labels.

14. Please black over any film leader or two pop information before and after program in black.

15. A five second modification card must appear from 00:59:53:00 – 00:59:58:00 on all pan/scan masters, HD and SD, and on any other masters in which the image is altered from the original theatrical aspect ratio. (The time code location is to be adjusted if the feature does not start at 01:00:00:00).


44

SEGMENTING AND CREATING LONG PLAYS

1. NO DOWNCONVERSION OR CLONE SHOULD BE MADE PRIOR TO THE APPROVAL OF THE COLOR CORRECTED MASTER UNLESS AUTHORIZED BY THE TELECINE SUPERVISOR.

2. The DBC Protection Master and DBC Down Conversion Masters should be tied to create a long play if HD master is in parts.

Note: When editing several parts to create a long play, attention should be paid to the fields where different parts end and start in order to perform the edit without erasing one field of video, therefore changing the 3-2 sequence. Some of the tapes may end on a field 1 and the following tape starts on a field 2, in this case the edit field on the VTR’s should be changed to edit on field

3. Any work tapes that are created will need to have time code that is field and frame accurate to final, approved masters.

VIDEO ENCODESUpon completion of the video masters, all HD and SD masters must be encoded unless directed otherwise by the title supervisor.HD SPECS: 80 mb/sec iframe only mpeg 2 transfer stream (M2T)SD SPECS: 50 mb/sec iframe only mpeg 2 transfer stream (M2T)

LABEL / SLATE INFORMATION TO BE AS FOLLOWS:

FOR NEW RELEASES SECURITY TITLES WILL BE PROVIDED FOR USE ON LABELS ONLY (NOT ON SLATES) PRIOR TO FEATURE THEATRICAL RELEASE. ON DAY OF THEATRICAL RELEASE TITLE MANAGER WILL REQUEST THAT ALL LABELS BE

CHANGED TO REFLECT ACTUAL TITLE.

SONY PICTURES ENTERTAINMENTFEATURE TITLE (and copyright date)

VIDEO ASPECT RATIO (SEE BELOW FOR EXAMPLE)Version (Theatrical; International; Unrated; etc.) -

Master description to be as follows: HD COLOR CORRECTED MASTER

(OR) HD PROTECTION CLONE (OR) DBC DOWN CONVERSION MASTER (FROM HD)

(OR) DBC PROTECTION MASTER (FROM HD)PART – TIME CODE (please specify 23.98sf or 59.94i if HD) – R.T.

AUDIO CONFIGURATION W/LANGUAGEDATE P.O.# / VENDOR FACILITY

TEXTLESS MATERIAL :60 AFTER PGM. (tail of final part only)SOURCE MATERIAL (PICTURE AND AUDIO FOR HD)

(VERSION SOURCE FOR DOWN CONVERSIONS AND CLONES, NOT TAPE STOCK SOURCE)


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SLATE EXAMPLE

SONY PICTURES ENTERTAINMENT“SAVING SILVERMAN” (Theatrical Version)

16X9 1.78 HD COLOR CORRECTED MASTERPART 1 OF 2 / 1080 / 23.98sf / R.T. 49:53:02

CH.1 STEREO COMP ENG. CH.2 STEREO COMP ENG.CH.3 STEREO M&E CH.4 STEREO M & E

CH.5- L CH.6-R CH.7-C CH.8-SW CH.9-LS CH.10-RS CH.11/12-MOS

4/23/02 P.O. 523654 / VENDOR FACILITYTEXTLESS MAIN AND ENDS, INSERTS, FOREIGN MAIN AND ENDS AND INSERTS :60

AFTER PGM35MM ARCHIVAL IP & MAG TRACKS

Please note that all slates and labels should refer to specific versions as follows for High Definition elements (if aspect ratio is not included below, please discuss with SPE Telecine supervisor):

4x3 (1.33)16x9 (1.78)16x9 (2.55, 2.50, 2.40, 2.35, 2.20)16x9 (1.66)

Please note that all slates and labels should refer to specific versions as follows for Standard Definition elements (if aspect ratio is not included below, please discuss with SPE Telecine supervisor):

525 4x3 Letterbox (2.55, 2.50, 2.40, 2.35, 2.20) 625 4x3 Letterbox (2.55, 2.50, 2.40, 2.35, 2.20)525 4x3 Full Frame (1.33)625 4x3 Full Frame (1.33)525 4x3 Matted (1.85)625 4x3 Matted (1.85)525 16x9 Matted (1.85)625 16x9 Matted (1.85)525 16X9 Side Matted (1.66)625 16x9 Side Matted (1.66)525 16x9 Full Frame (1.78)625 16x9 Full Frame (1.78)525 16x9 Letterbox (2.40, 2.35, 2.20)625 16x9 Letterbox (2.40, 2.35, 2.20)

DATA MEDIA LABEL / SLATE INFORMATION TO BE AS FOLLOWS:

SONY PICTURES ENTERTAINMENTFEATURE TITLE AND DESCRIPTION OF WHAT DATA IS FOR (e.g. Feature or

Textless,etc.)


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FORMAT (e.g. 16x9 or 4x3; 1.33, 1.85, 2.40)FILE SIZE (e.g. 2048 x 1556)

FILE TYPE (e.g. 10 bit Cineon, Linear or Logarithmic)FILE FORMAT (e.g. Tar and should include frames per Tar and how many Tar per sequence)

TAPE/MEDIA TYPE (e.g. DLT)SHOTS OR SEQUENCE LIST WITH FRAME TOTAL PER SEQUENCE

DATE / VENDOR FACILITYTEXTLESS MATERIAL :60 AFTER PGM. (tail of final part only)

SOURCE MATERIAL (PICTURE AND AUDIO FOR HD)(VERSION SOURCE FOR DOWN CONVERSIONS AND CLONES, NOT TAPE STOCK

SOURCE)

Sony Pictures Entertainment Feature Mastering Specs

NTSC ASPECT RATIOS (4X3) NTSC ASPECT RATIOS (16X9)ASP

ECTRATIO

ACTIVE

LINES

FIRST LINE

PICTURE

LAST LINE

PICTURE

ASPECT RATIO

ACTIVE

LINES

FIRST LINE

PICTURE

LAST LINE

PICTURE1.33:1 240 21 262 1.33:1 240 21 2621.66:1 192 46 237 1.66:1 240 21 2621.77:1 180 52 231 1.77:1 240 21 2621.85:1 173 55 228 1.85:1 230 26 2572.00:1 160 62 221 2.00:1 213 35 2482.20:1 145 69 214 2.20:1 193 45 2382.35:1 136 74 209 2.35:1 181 51 2322.40:1 133 75 208 2.40:1 177 53 2302.55:1 125 79 204 2.55:1 167 58 225

PAL ASPECT RATIOS (4X3) B. PAL ASPECT RATIOS (16X9)ASP

ECTRATIO

ACTIVE

LINES

FIRST LINE

PICTURE

LAST LINE

PICTURE

ASPECT RATIO

ACTIVE

LINES

FIRST LINE

PICTURE

LAST LINE

PICTURE1.33:1 288 23 310 1.33:1 288 23 3101.66:1 231 51 282 1.66:1 288 23 3101.77:1 216 59 274 1.77:1 288 23 3101.85:1 207 63 270 1.85:1 276 29 3042.00:1 192 70 263 2.00:1 256 38 2952.20:1 175 79 254 2.20:1 233 50 2832.35:1 163 85 248 2.35:1 217 58 2752.40:1 160 87 246 2.40:1 213 60 2732.55:1 150 92 241 2.55:1 200 67 266


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HD 1080 16X9 ASPECT RATIOS HD 1080 16X9 FOR 4X3 LETTERBOX (Main & Ends)

ASPECT

RATIO

ACTIVE

LINES

FIRST LINE

PICTURE

LAST LINE

PICTURE

ASPECT RATIO

FIRST LINE

PICTURE

LAST LINE

PICTURE1.33:1 540 21 560 1.33:1 21 5601.66:1 540 21 560 1.66:1 79 5031.77:1 540 21 560 1.77:1 93 4891.85:1 519 31 550 1.85:1 102 4792.00:1 480 51 530 2.00:1 114 4672.20:1 437 72 509 2.20:1 130 4522.35:1 408 87 494 2.35:1 142 4402.40:1 399 91 490 2.40:1 146 4352.55:1 375 103 478 2.55:1 152 430

HD 1080 16X9 SIDE MATTESASPECT RATIO FIRST PIXEL

(+/- 6)LAST PIXEL

(+/- 6)1.33:1 240 16791.66:1 63 1856

3-10-04

1080 Signal Parameters

Lines per Frame 1125 Active Lines per Frame 1080Image Aspect Ratio 16x9Active Line H.Blanking 23.98sf 11.2-11.4

Field Frequency 23.98, 24Amplitude Scale millivoltsP - P Video amplitude 1.0 voltsSync Level 300mvPeak White 700mvPicture Black 0mvP-P Picture Amplitude 700mvMax Active Video 1920 clock periodMin Active Video 1908First Line [Field 1] 1First Active Line 21Last Active Line 562Center Line [Fld 1] 260.5 First Line [Field 2] 564First Active Line [fld 2] 584Last active Line [fld 2] 1123


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Center Line [Field 2] 854Color Display SMPTE 274/ITU 709Display White Ref. CIE D65Gamma of Display 2.2

525 SIGNAL PARAMETERS

VITC TO BE ON LINES 12/14Note: Please clip Luminance at 700 mv

Lines per Frame 525 Active Lines per Frame 486720 Digital Active Line 53.3 µs Active Line Blanking 10.6 µsCenter of Image 223 lines field 1Amplitude Scale millivoltsP - P Video amplitude 1.0 voltsSync Level 300mvPeak White 700mvPicture Black 0mvP-P Picture Amplitude 700mvSample Rate 13.5MHznsec/ sample 74.074nsActive Sample per Line 720Total samples per Line 858Entire Line 63.5 µs 121Field Frequency 59.94Color Display ITU 601Display White Ref. CIE D65Gamma of Display 2.2Horizontal Blanking 10.2 – 11.0

625 SIGNAL PARAMETERS

VITC TO BE ON LINES 19/21Note: Please clip Luminance at 700 mv

Lines per Frame 625 Active Lines per Frame 576720 Digital Active Line 53.3 µs Active Line Blanking 11.1 µsCenter of Image 256 lines field 1Amplitude Scale millivoltsP-P Video amplitude 1.0 voltsSync Level 300mvPeak White 700mvPicture Black 0mv


49

P-P Picture Amplitude 700mvSample Rate 13.5MHznsec/ sample 74.074nsActive Sample per Line 720Total samples per Line 864Entire Line 64 µsField Frequency 50HzColor Display ITU 601Display White Ref. CIE D65Gamma of Display 2.2Horizontal Blanking 10.7 – 12.1

AUDIO SPECIFICATIONS

TRACK LAYOUT (see table below):

The audio used on a new HD title shall be the native mix of the movie in Dolby Surround (Lt-Rt) on tracks 1+2, a filled Music and Effects track of the movie in Dolby Surround (Lt-Rt) on tracks 3 & 4 and the native mix of the movie in 5.1 on track 5-10 (Layout is L, R, C, Sub, Ls, Rs). If the mastering format does not accommodate 10 tracks, then the native mix in Lt-Rt is placed on channels 1+2, and the Lt-Rt M+E is placed on channels 3+4. The cue track is to contain a mono mix of the feature audio (if this is not possible, one channel of the Lt-Rt is OK). If the source audio is available only in standard stereo or monaural, then this is used instead.

If the track is older and does not have a 5.1 mix, then the track layout would be the native mix of the movie on tracks 1 & 2 and the M+E on tracks 3 & 4. If the movie is mono, then both tracks 1+2 should contain the mono mix of the movie exactly in phase with each other, and tracks 3+4 should contain the mono M+E of the movie exactly in phase with each other.

TRACK #

AUDIO CONTENT(New Title)

AUDIO CONTENT(Standard Stereo

Title)

AUDIO CONTENT

(Mono Title)

COMMENT

1 Lt-Rt (Lang) Left Std. Stereo (Lang) Left

Mono (Lang.)

Specify exact configuration (Lt-Rt, Std. Stereo or mono)

2 Lt-Rt (Lang) Right

Std. Stereo (Lang) Right

Mono (Lang.)

“

3 Lt-Rt M+E-Left Std. Stereo M+E-Left

Mono M+E “

4 Lt-Rt M+E-Right Std. Stereo M+E-Right

Mono M+E “

5 5.1 (Lang)-Left --Blank-- --Blank-- If no 5.1 exists or if format does not accommodate 10


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tracks, leave blank.6 5.1 (Lang)-Right --Blank-- --Blank-- “7 5.1 (Lang)-Center --Blank-- --Blank-- “8 5.1 (Lang)-Sub --Blank-- --Blank-- “9 5.1 (Lang)-L

Surr.--Blank-- --Blank-- “

10 5.1 (Lang)-R Surr.

--Blank-- --Blank-- “

11 --Blank-- --Blank-- --Blank-- Possible to use for additional language

12 --Blank-- --Blank-- --Blank-- Possible to use for additional language

CUE (Lang.) Mix Mono

(Lang.) Mix Mono Mono (Lang.)

OK to use left channel if not possible to mix the channels together

The label shall reflect the exact configuration and track layout of the audio. Distinction must be made between Dolby Surround (Left Total, Right Total), standard stereo (Std. Stereo Left and Right) and monaural (mono). “Stereo” or “Comp”. is not an acceptable designation. Distinction should also be made if the 5.1 audio track contains no subwoofer information in which case it is designated “5.0”. This information should be supplied with the element, otherwise the telecine supervisor should be consulted. Examples of labels can be found in the overall specifications document.

DBC masters and DBC protection masters shall contain the native mix of the movie in Dolby Surround (Lt-Rt) on tracks 1+2 and a filled Music and Effects track of the movie in Dolby Surround (Lt-Rt) on tracks 3+4. Typically, these are carried through from the HD master tracks 1+2 and 9+10 respectively unless the

movie is only mastered in standard definition. The cue track is to contain a mono mix of the feature audio, which will need to be generated again at the downconversion (if a mono mix is not possible, one channel is of the Lt-Rt is OK).

HD MASTER AUDIO SPECIFICATIONS:

No noise reduction or emphases are to be used on the audio tracks of the video master. If the source element has noise reduction or emphasis, it must be decoded and the level adjusted if necessary prior to laying to the video master. For example, an SR encoded Lt-Rt printmaster should be decoded, then raised 3db on the output side of the decoder to compensate for the SR level drop. Dolby A printmasters would be decoded but would not be raised in level.

Sampling rate: 48khzFrame rate: 23.98 fpsBit depth: 24-20 bits depending on machine capabilities


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Crosstalk: < -80db at 1Khz, channel to channelDistortion* Persistent distortion should be <.03% on a new title, older titles vary by age.

Individual effects may exceed this figure momentarily.Signal/Noise* >90db A weighted compared to reference level on a new title, older titles vary

by age.Frequency Resp* 20 hz-20 khz +/- .5db for new titles, older titles will vary by age and audio

source.

*Signal to noise must be judged by the era of the film. New features should have very little audible noise, and the S/N generally should be well in excess of 90 db when compared to reference level. Older films will vary greatly by time period and available source elements. These will have been restored as best as possible without compromising the ambience and integrity of the soundtrack prior to delivery. Very old film elements derived from optical elements that have been restored may have a S/N around 40-50 db, a film from the 70’s or early 80’s may be around 60db (Dolby A), films from the mid 80’s to mid 90’s may be around 70db (Dolby SR). If a film soundtrack seems either too noisy or too processed when evaluated by the vendor for suitability, this should be reviewed by the Telecine supervisor prior to starting the work.

Distortion likewise must be judged by the era of the film. A new film should be well under .03% in general, with loud effects exceeding this momentarily but not consistently. Very old films can have a great deal of inherent distortion, which should be minimized in the restoration process but cannot totally be eliminated. If a film soundtrack seems overly distorted for the era of the film when evaluated by the vendor for suitability, this should be reviewed by the Telecine supervisor prior to starting the work.

Frequency response is nominally 20 hz-20khz, however, adjustment for theater curves must be considered, as well as the age of the film. Modern films have very little adjustment for theater curves, and basically can have excellent frequency response. Films from the 70’s and 80’s may be adjusted for the theater curves in use at the time. This should have been minimized in the restoration process but cannot be undone completely. Old mono films done to the “academy” curve will often come across very brittle and thin compared to films made today. This also should have been minimized in the restoration process, but the overall effect will likely still manifest itself. If the frequency response seems poor considering the age of

the film when evaluated by the vendor for suitability, the Telecine supervisor should review this prior to starting the work.

ACCEPTABLE DIGITAL AUDIO SOURCES:

Digital audio sources must be discrete, with full frequency and data bandwidth. 24 bit resolution is preferred, 20 or 16 bit is accepted. The audio source should be recorded at a standard of 0VU = -20dbfs. Examples of acceptable digital audio sources in order of preference would be: 1) FTP & Cineshare+ Protools files, A hard drive or firewire drive containing Pro-tools 4.3

sessions from a digital dubbing system (e.g. Pro tools, MMR8, DADR) 2) A discrete magneto-optical clone of this type of hard drive 3) 1/2” Digital Multitrack (DASH)


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4) DA98 HR (24 bit)5) TC DAT 6) DA88

No bit rate encoded sources may be used, such as a Dolby Digital MO designed for an SRD optical film soundtrack.

ACCEPTABLE ANALOG AUDIO SOURCES:

Analog audio sources should have Dolby SR noise reduction, A type is acceptable if supplied. DBX noise reduction can be accepted if necessary-care must be taken in setting the decoding for minimum artifacts. The source must have a full complement of alignment tones and meet the +/- 10 degree azimuth spec.

Acceptable analog audio sources include, in order of preference:

1) 35mm magnetic film.2) 2” Analog Mulititrack (16 or 24 track).3) 1/2” analog tape with time code on channel four.4) 16mm magnetic film.5) 1/4” reel-to-reel with center track time code

NOTE ON MONAURAL SOUNDTRACKS:

Monaural soundtracks shall be in perfect phase on both tracks of the HD master (track 1=track 2, track 3=track 4). If the mono source is supplied on two tracks and they do not have exact phase between them (e.g. bad azimuth or transfer error), then only one channel is used and is layed on to both tracks on the HD master.

NOTES ON MUSIC AND EFFECTS TRACKS:

For new release titles, the M+E track must be filled, on library titles it need not be filled. The feature audio and the M+E must be in sync with each other and within 3db in non dialog

areas. The effects are to be used for sync determination, not the music. This is because the sync relationship of music and effects can differ by a frame or two when compared to the feature track.

If the M+E is supplied as a multitrack element, it must be folded down through a Dolby Surround encoder prior to laying back to channels 3+4. See the technical audio notes for procedure.

AUDIO LEVELS ON THE HD MASTER:

Audio will be uncompressed and allowed the full digital headroom. However, no “overs” are to be recorded in. If the source audio is louder than the digital headroom will allow, peak limiting may be employed pending approval by Sony Pictures.


53

The reference level for audio on the HD master is –20dbfs. The electrical output at this level is +4 dbv or 1.2 volts RMS on American standard professional audio equipment. This corresponds to 0 on a standard VU meter. The level of the audio source should be adjusted such that the 1k head tone on the audio source shows a reading of –20dbfs on the HD machine PPM meter or 1.2 volts at its output using the signal path designated for the type of audio source used-see the technical audio notes. Each film reel should be checked on its own prior to laying down to the HD master, as there can be large variations between reels due to a number of factors, especially on older titles.

A 1k tone at –20dbfs should be printed along with the color bars on the HD master. See the section on tape formatting for specific details.

LEFT-RIGHT BALANCE:

The left/right level balance must be equal within ..25 db or better for center screen dialog and effects. This must be checked and fine-tuned in program after a course adjustment using the head tones-the head tones by themselves are not to be trusted. Each film reel should be checked on its own prior to laying down to the HD master, as there can be large variations between reels due to a number of factors.

AZIMUTH AND PHASE COHERENCY:

The absolute phase of the left and right channels must be accurate to within +/- 2 degrees. This is determined on an x-y oscilloscope as the angle of the x-y line. Typically, 0 degrees of phase is represented as a 45 degree line on the scope pattern. Absolute phase errors will manifest as an line angle greater than 47 degrees and less than 43 degrees.

Azimuth of center channel material (e.g. dry center screen dialog and mono effects) must be accurate within +/- 10 degrees. The width of the x-y scope line pattern is used to determine the azimuth, a thin straight line being 0 degrees, and an oval being 45 degrees.

The azimuth of the source must be fine adjusted in program after a coarse adjustment using the head tones. The head tones by themselves are never to be trusted. Each film reel should be checked prior to laying it to the video master, since the source for each film reel may have been made on different machines. This is quite often the case with older titles that originated on analog, even if the source used for the laydown is digital.

If the source element cannot be adjusted to be within this tolerance, the telecine supervisor must be contacted prior to undertaking the job. The issue will be reviewed, and a new element may be supplied or the issue approved as is. Digital sources that exhibit azimuth errors will almost certainly need to be remade. The source should be checked in a pre-evaluation for this issue-see the section on QC specifications for more details.

SYNC STANDARD:


54

Lining up the “2pop” sync marker on the film head leader and printmaster or M+E for each film reel will be used to attain the proper sync in most cases. If this does not look right, then the telecine supervisor is notified. A film one-lite video made from a sound print in film reel lengths should be referenced for the correct sync if there is a question. This can be requested from the telecine supervisor if it has not already been supplied. The HD master sync relationship should be as good or better than the film one lite.

Absolute sync must be within a field on production dialog and production effects, added foley within 1-2 frames. The only exception would be a film with poor overall sound editorial, which would be confirmed by consulting the film one light video reference. Questionable sync must be approved by the telecine supervisor.

TECHNICAL AUDIO NOTES:

Suggested Laydown Procedure Using A Digital Audio Source:

Note regarding MO disks:Care must be taken to play these on a system capable of playing them directly with no errors. If there is any question whether the MO disk provided can be played in real time with no dropouts, then it should be file copied to a hard drive first and then played out from the hard drive when transferring to the video master.

Suggested Signal Path for Digital Audio Sources:Digital audio should be transferred through the AES inputs on the HD machine. If the speed or sample rate of the source does not match the video, then the source is clocked at the rate necessary to attain the proper speed, and a high quality sample rate converter is used to attain 48k. The A/D and D/A converters on the source machine and HD video deck should not be used.

If the HD machine has an internal sample rate converter, this should be used only if a high quality outboard sample rate converter is not available. Note that many video machines default to having the rate converter “on”, so this must be turned off when using the outboard sample rate converter (this is also known as “data” mode).

A typical example would be a film mix which is 47.952k, 23.98 fps, 29.97 ndftc. In laydown, this would be run at 23.98 fps to match the frame rate of the HD master, but the sample rate would be converted from 47.952k to 48k to match the HD masters’ audio sample rate.

Noise Reduction Decoding of Digital Audio Sources:If the source is encoded with noise reduction, this must be removed and the level adjusted when transferring to the video master. This will be especially necessary if the source element is a “Dolby SR” printmaster. A good way to do this from a digital source is to first adjust the playback machine to the proper speed if necessary per the above procedure. The digital outputs are then run into a high quality outboard D/A converter, next into a Dolby 363 with its output boosted 3db, and then into a high quality


55

outboard 24 bit A/D clocked at 48k. The output of the A/D converter goes into the HD video machines’ AES inputs. The A/D and D/A converters on the source machine and HD video deck should not be used.

Suggested Laydown Procedure Using An Analog Audio Source:

Signal Path:Analog audio should be digitized using a very high quality outboard D/A converter at 24 bit resolution and this run directly into the AES inputs on the HD machine without going through a digital router. The video deck’s analog inputs should not be used.

Fold Down and Dolby Surround Encoding for Music and Effects and Printmasters if needed:

If the supplied audio source for the M+E or Printmaster is a multitrack element, such as a 4+2, 5.1 or 6+2 M+E, this will need to be run through a Dolby Surround encoder. Only the main audio channels are to be used to create the Lt-Rt M+E. Do not include the “extra or “option” track-these are generally for reference only. (e.g., for a 4+2 M+E use only the Left, Center, Right and Surround track. For a 6+2, use only the Left, Center, Right, Left Surround, Right Surround and sub tracks).

On a case by case basis, some of the “extra” material from the “+2” tracks or material from a separate “helper” unit may be requested to be added-this work will be clearly detailed in the PO if this is to be done. In general these are not used for the video master.

The subwoofer channel of a 5.1 or 6+2 may need to be low-pass filtered at 80Hz prior to doing the fold down if this was not already done in the film production. Listen in a full range speaker first to be sure it is filtered-quite often it is not, which will cause issues.

It is suggested that if the source is digital that a Dolby DP563 or DMU be used as the Dolby Surround Encoding unit, which are designed to take up to 6 digital inputs and create a 2 track Lt-Rt in the digital domain easily. The steps detailed above for a digital audio source should be followed. These have a menu which will allow the combining levels to be adjusted, as well as desired inclusion of subwoofer information. Call up the menu and adjust the levels accordingly using the parameter buttons. General parameters on this menu would be: L= 0, C= -3, R= -3, Ls = -3, Rs= -3, Lfe = -6

If the source is analog, 4 channels of outboard A/D can be used ahead of the DP563 or DMU. If a DP563 or DMU is not available, then a Dolby SEU4 or DS4 may be used prior to a 2 channel outboard A/D converter. If this is done, then the surrounds are combined ahead of the encoder at –-3db each, and the Lfe channel is combined to the left and right channels at –6db. As noted, the subwoofer channel may need to be filtered at 80Hz prior to doing this if this was not already done in the film production-listen in a full range speaker first to be sure it is filtered.

If the audio level goes over +20 after combining, peak limiting can be employed at the discretion of the telecine supervisor. The “container” in the DMU is ideal-it can be set for –6, which is the least limiting. A DS4 would have its container turned all the way CCW. The 563 has a “limit”


56

button-adjust in the menu. If any other encoder is used, a stereo coupled peak limiter can be placed at the output prior to the A/D converter.Adjust output levels of the encoded at head tone to –20dbfs as above. M+E levels should match printmaster levels within 3 db in non-dialog areas

SONY PICTURES FEATURE FILM MASTERING DIRT AND SCRATCH REMOVAL PROCEDURES

An Automated dirt cleaning pass will be made to the color corrected FAT Master or DPX File, if needed. Then the FAT Master or DPX File will be sent to the Restoration department to manually complete the dirt and scratch removal, picture warp and splice bump fixes, miscue density/color correction, de-flicker and, image jitter correction. The allotted hours prescribed by the Sony RFP package will be 50 hours each title for automated and manual cleanup combined.The DRS department will then report through the Customer Service Representative (CSR) the need for additional hours of restoration and/or different strategies for fixing problem areas. The Sony Title Manager will review the work completed to date and either approve the additional work and hours or direct how to proceed with the restoration.

TRAILER SPECIFICATIONS

(HEAD FORMAT AND TIME CODE TO MATCH FEATURE, SEE PAGE 1)

1. Use SONY HDCAMSR stock.

2. Use separate reel for Trailers.

3. In the event that there are multiple versions of the trailers, please tie all to one reel and put 16x9 first followed by the 4x3.

Trailers for 1.85 features should be recorded as 16x9 FF (1.78)

All Trailers to begin at the zero minute (eg. 01:04:00:00).

:30 second minimum between trailers; if a trailer ends less than :30 seconds from the start of the following zero minute, then skip to the next minute.

(If trailer 1 ends at 01:02:29:00, then trailer 2 must start at 01:03:00:00, If trailer 1 ends at 01:02:36:02, then trailer 2 must start at 01:04:00:00).

There should be a :10 second slate, :20 seconds before start of trailer on all subsequent trailers after the first. (:10 slate, :10 black).

TRAILER LABEL / SLATE INFORMATION


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SONY PICTURES ENTERTAINMENTTRAILER TITLE

VIDEO ASPECT RATIO (SEE ABOVE FOR VERBAGE)Version - to be as follows:

HD COLOR CORRECTED MASTER (OR) HD PROTECTION CLONE (OR) DBC DOWN CONVERSION MASTER (FROM HD)

(OR) DBC PROTECTION MASTER (FROM HD)PART – TIME CODE (please specify 23.98sf or 59.94i if HD) – R.T.

AUDIO CONFIGURATION W/LANGUAGEDATE P.O.# / VENDOR FACILITY

SOURCE MATERIAL (PICTURE AND AUDIO FOR HD)(VIDEO SOURCE FOR DOWN CONVERSIONS AND CLONES)

QC “TYPE” DEFINITIONS

FILM TRANSFER MASTER QC (HDCAM-SR) – FTM QC’s are intensive QC’s that will contain the following listed below as a guide. The main purpose of this type of QC is to identify and correct as many fixes as possible before dubbing to subsequent generations.

1. Video, audio, head build and signal parameter. Verify the program identification, transfer version, aspect ratio, audio configuration and barcode information. Verify whether or not subtitling exists. Check slate and labels for errors. Title confirmation must match exactly to what is found in the body of the program.

2. Identify telecine, colorist, editing and CGI issues that need to be addressed prior to program approval. Examples include but not limited to checking color match consistency, framing/positioning, and proper scene sequencing. Also check for CGI errors.

3. Confirm that the titles, text and subtitling are within title safe area and are properly centered. Anything found outside of title safe area will be left to the PPS title supervisor’s discretion for possible fixes or approval.

4. Note any dirt and stain fixes that are central to action or on character’s faces. Rate any fixes as a “3” on the QC report.

5. Example minor dirt, stains, grain, element related soft resolution, contamination, shifts, breathing, flicker, ticks, pops, distortion, static on the report. State on the QC report if the defects are on the source material or if the defects were downgraded. Please note a few examples of each anomaly if possible to make a well-rounded report. Rate all downgraded defects as a “2” on your QC report.

6. Always note and timeout subtitled and texted scenes on the report. Confirm that all scenes including mains and ends are accounted for in the textless section. If the textless material is incomplete, describe the scene on the report and reject.

7. In the comments section write briefly and thoroughly about the quality and content of the element. If any defects were downgraded write this in the report too. Note in the comment section whether or not textless material is present and complete.

8. F or features that we do not create non-subtitled masters for, are built with subtitles and have textless for the subtitles following the end of the feature, a list of all the separate subtitle cards (not just the first and last subtitle of a section) must be included. Our measure for this has been when the total subtitle time does not constitute more than 25% of the feature.


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DBC QC’S – These QC’s are less intensive and the objective is to note examples of film defects, minor conversion ringing or any minor content issues. Check the video, audio and signal parameters. Verify program identification, transfer version aspect ratio, slate information and audio configuration. Reject for digital hits audio or video, conversion errors, formatting errors or any rejectable errors that may have been missed during the prior QC. Refer to the HD report before rejecting a tape. At this stage all dirt fixes, colorist and editor fixes should be completed.

SPOT CHECK QC’S – Check the video, audio, head build and signal parameters. Also verify the program identification, transfer version, aspect ratio and audio configuration. Check the RF at five points within the program. Do not generate a report for this type of QC.

SONY PICTURES ENTERTAINMENTQUALITY ASSURANCE GUIDELINES

The following is a summary of QC points that is a requirement for all QC operators to be familiar with prior to quality assurance evaluations of SPE product.

1.1 QC PREPARATION & PROCESS

a. Be sure that the QC report to be filled out is a current SPE Post Production Services approved report. Be sure that any information provided on the report is accurate and completely filled out. Incomplete and inaccurate reports will be rejected and returned for correction.

b. Before beginning a QC confirm the aspect ratio, audio configuration and timecode, check the RF, and or channel condition activity in at least five spots within the body of program. Bars and tone should reflect program levels. Check to verify if the timecode is correct. Do not continue QC if any of these defects are found.

c. Check slate and label information and verify if they are correct. Sony and vendor barcodes must be present on tape. Any corrections are to be made prior to shipping of element. Please make sure to include any copyright information on the QC report.

d. Be sure that equipment used for QC is properly calibrated and that the correct monitoring environment is used. Example, QC’s are not to be done “machine side” in tape rooms or in ill equipped rooms that will impede a quality QC process. Do not QC a tape on a machine from which it was made.

e. Sony uses a numerical defect rating system which consists of a “1”,”2”,”2+” and a “3” Beginning with a “1” which equates to minor flaws within the program that would be barley perceptible and will not distract the viewer when viewed or heard in real time within the context of a scene. An example would be a slight stain not on a character or a faint audio tick in the mix.

f. A “2” rating will be perceptible and slightly distracting, but not repetitive. An example would be production related loose lip sync or moderate dirt or scratches not central to action.

g. A “2+” rating is immediately distracting and should be brought to the attention of the title supervisor. Examples would be audio static & distortion, a mid scene hue shift, titles out of safe action and film defects on a central character. Defects to be downgraded are left to the title supervisor’s discretion.


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h. A “3” rating will be severe in nature and will cause rejection. A “3” is immediately perceptible and very distracting. Examples are incorrect aspect ratio, down conversion artifacts, tape stock damage, missing program material, poor RF, break in timecode, digital hits, excessive film dirt, damage and bad color match.

i. Keep reports consistent from operator to operator and report to report.j. Always list the timecode, describe a scene and if possible, a line of dialog to pinpoint the

locations needed for review.

1.2 EXAMPLES OF WHAT TO LOOK FOR

a. Induced Artifacts such as DI conversion and telecine errors, oversaturation on DI color, incomplete rendering or visible rendering errors, visible vfx mattes, poor quality vfx, excessively grainy picture, noisy video image, replicated or skipped frames, static or “dead” pixels, compromised resolution, incorrect video levels, digital hits as well as minor to severe film defects. Confirm on the highest source from which the defects came from and note it on the report.

List all noteworthy flaws. Do not assume that SPE is aware of all problems found within the program The telecine supervisor will be responsible for signing off any defects in question, b. Titles and texted scenes should fall within safe action and any text over picture including

mains & ends and subtitled material must be represented in the textless section at the tail of program. Note if mains or ends are letterboxed and if they are over picture.

c. Note color match errors if any in report. Any fixes are to be left to the title supervisor’s discretion.

d. Note excessive audio and video levels on report. Note scene description or line of dialog. Any levelsExceeding technical specs will rate a “3”.

e. M & E tracks should be free of intelligible English and bleedthough. Any English shall be noted withwhat is said on program. Song lyrics and foreign dialog will be listed as an “fyi” on the QC report. Note any missing or loose sound effects.

f. Edits should be clean and are to follow proper field cadence. No fields or frames of video or audio shall be lost when segmenting for a longplay dub. Programs shall begin at 01:00:00:00 field 1.

g. Breaks in control track, loss or interpolated timecode found on dubs will not be acceptable. h. Excessive film flaws such as heavy scratches, dirt, damaged film, black frames, missing

framesDegeneration of element, stains, poor audio quality, excessive hiss, dropouts and out of sync audioshould be noted and brought to the title supervisor’s attention for possible fixes.

1.3 TRACING ERRORS & DEFECTSa. Always make sure to verify if the audio & video defects are from the source element.

Accurately specify the source on the report. Errors on the source should be corrected as soon as possible as

to


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meet the title supervisor’s deadlines. If audio is out of sync, contact telecine supervisor immediately. Any audio corrections, including for sync, which occur after the initial laydown must be approved by the telecine supervisor.

b. If a rejectable problem is found and is traced back to the source element indicate this on your report as a “3” with timecode and description of problem. The title supervisor will make a judgment. If the error was not listed on the source report, list this on the report too.

1.4 TEXTED AND SUBTITLED SCENES / PROGRAM SEGMENTATION AND RUN TIME

a. Note the “in” and “out” timecodes of each tested or subtitled scene present in the program and input

on the report what text is present and whether or not the text if over picture or black. Also timeout the duration of the scenes or subtitling found within the program. Number and count the subtitled or texted

scenes and confirm if the material is accounted for in the textless section. If any material is missing, note the scenes and the timecode of the missing material and reject the tape.

b. With “in” timecode location of 01:02:02:02 to the “out” timecode of 01:02:06:02 with “January 7th” as

the text over picture with the main focus being a green house the QC’er should list on the report with“01:02:02:02” in the timecode column and “Texted scene over picture: January 7th ” on the column to the left and then note on the right column, “green house” in picture and “texted scene #1 out at 01:02:06:02”. The scenes length of: 04 seconds should be noted in the duration section of the report.When subtitling is involved it should be noted as “Subtitling over picture” on the report.

c. Always check the tape and confirm that the program begins at 01:00:00:00 field *1. If a program does not begin at the above listed timecode this is cause for automatic rejection and the tape is not to be sent out. Do not mistake film black for video black since the “Columbia” logo starts with a fade up from black.

d. For proper segmentation of DVD masters the timecodes listed on all reports must be frame / field accurate and tape timecodes must be sequential. Example: on part one the last frame and field of intended picture and audio is at 01:50:01:01 field *1, then part two must begin at 01:50:01:01 field *2 as being the first frame and field of intended picture and audio. Or, if part one ends at 01:50:01:01


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field *2 then part two must begin at 01:50:01:02 field *1. When counting the runtime do not count the first frame of black after each part. For example if part one ends at 01:50:00:00 field *2, then the runtime is 50:00:00 not 50:00:01. Always list which field the part of intended picture and audio ends on and input the information on the QC report. 1.5 RATING TABLE

#1 RATING: MINOR DEFECTS (NOT REJECTABLE BUT NOTABLE)BARELY PERCEPTABLE TO THE VIEWER

1. MINOR DIRT, STAINS OR SCRATCHES NOT CENTRAL TO ACTION OR ON CHARACTERS FACES.

2. MINOR ELEMENT RELATED FILM SHIFTS (HORIZONTAL AND VERTICAL).3. ELEMENT RELATED MINOR FILM GRAIN AND SLIGHT STREAKING.4. ELEMENT RELATED FLICKER.5. SLIGHT ELEMENT RELATED CONTAMINATION / BREATHING.6. FILM WEAVE.7. SLIGHT JITTER8. MINOR BUMPS, SHIFTS, WARPS.9. MINOR ELEMENT RELATED CHROMA BREATHING.10. FILM WARPS.11. SLIGHT ELEMENT RELATED PARTIAL FLASH FRAMES.12. MINOR ELEMENT RELATED LOOSE SYNC.13. PRODUCTION RELATED TICKS, BUMPS, POPS, SLIGHT DISTORTION.14. SLIGHT HISS (AGED ELEMENTS ONLY).15. MONO TRACKS (AGED ELEMENTS ONLY)16. MINOR CGI GENERATED DEFECTS EX: SLIGHT NOISE, CONTAMINATION,

ALIASING17. DATED EFX (OLDER ELEMENTS)

#2 & 2+ RATING: MARGINAL DEFECTS ALWAYS NOTABLE BUT ALSO MAY BE REJECTABLE

SOMEWHAT PERCEPTABLE TO THE VIEWER. MARGINAL DEFECTS MAY BE SUBJECTIVE IN NATURE, ALWAYS ERROR ON THE SIDE OF CAUTION WHEN

NOTING, IF A BORDERLINE CALL IS TO BE MADE RATE THE ERROR IN QUESTION A “#3” AND CONSULT THE TELECINE SUPERVISOR FOR POSSIBLE FIXES.

1. MODERATE DIRT, SCRATCHES OR STAINS NOT CENTRAL TO CHARACTER OR ACTION AND IS NOT DISTRACTING TO THE VIEWER. (PLEASE TAKE INTO CONSIDERATION THE 4X3 VERSION WHEN YOU ARE QC’ING A 16X9 VERSION. ANTICIPATE THAT THE 4X3 VERSION IMAGE WILL APPEAR TO BE BLOWN UP AND WILL CAUSE THE DEFECTS TO STAND OUT MORE). IN MOST CASES THE


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16X9 DRS LIST WILL BE INCORPORATED INTO THE 4X3 LIST. TAKING THIS INTO CONSIDERATION THERE SHOULD BE VERY FEW DRS FIXES FOR THE 4X3 VERSION WHEN IT IS MADE.

2. ALL OF THE ITEMS LISTED IN THE #1 RATING COLUMN BUT SLIGHTLY MORE SEVERE IN DEGREE.

3. AREAS OF MARGINAL DIRT, STAINS, FILM DAMAGE, FILM DEBRIS NOT CENTRAL TO ACTION OR CHARACTERS. (NEWER RELEASES SHOULD BE AS CLEAN AS POSSIBLE).

4. COLOR MATCH HAS TO BE AS BEST AS POSSIBLE. (CONSIDER THE CONDITION OF THE ELEMENT WHEN EVALUATING).

5. SLIGHT PARTIAL FLASH FRAMES THAT ARE NOT TO BE DISTRACTING TO THE VIEWER.

6. ELEMENT RELATED FILM SHIFTS AND WARPS THAT ARE NOT DISTRACTING TO THE VIEWER.

7. ELEMENT DEFECTS THAT WAS FIXED “BEST AS POSSIBLE” PLEASE NOTE A TIMECODE LOCATION WHERE A FIX WAS MADE AND RESIDUAL PERCEPTABLE ANOMALIES MAY STILL EXIST. EXAMPLE ELEMENT RELATED HUE SHIFTS OR A SPOT WHERE A SEVERE FILM SHIFT WAS PRESENT AND NOW A MINOR SHIFT MAY EXIST.

8. MINOR RINGING / MOIRE. (BE AWARE THAT RINGING MAY BE MORE PRONOUNCED IN PAL THAN IN NTSC VERSIONS AND MAY NEED TO BE FIXED TO REDUCE REJECTIONS OVERSEAS PRONOUNCED RINGING SHOULD BE RATED A #3).

9. ELEMENT RELATED PRODUCTION AUDIO DISTORTION & STATIC, TICKS & POPS THAT DO NOT HINDER PROGRAM ENJOYMENT.

#3 SEVERE: ALWAYS NOTABLE & REJECTABLEA SEVERE ERROR IS VISUALLY OR TECHNICALLY OBJECTABLE REQUIRING A

REJECTION OF ELEMENT. THESE DEFECTS ARE TO BE BROUGHT TO THE TELECINE SUPERVISOR’S ATTENTION IMMEDIATELY.

1. WRONG TIMECODE, MISSING TIMECODE, NON-SEQUENTIAL TIMECODE, INTERPOLATED TIMECODE, BROKEN TIMECODE (SERVO HIT), UNMATCHED OR INCOMPLETE TIMECODE.

2. TAPES WITH POOR RF, POOR MACHINE INTERCHANGE.3. TELECINE HITS / ERRORS.4. WRONG TAPE STOCK, USED TAPE STOCK, DAMAGED STOCK, UNEVEN PACK,

DAMAGED CASSETTE CASING, INCORRECTLY LABELED TAPES.5. INCOMPLETE OR INCORRECT SLATE INFORMATION. 6. WRONG ASPECT RATIO.7. TAPES WITHOUT BARS & TONE UNLESS OTHERWISE ORDERED.8. TAPES MISSING AUDIO TRACKS.9. PROGRAMS NOT STARTING AT 01:00:00:00 FIELD 1.10. HORIZONTAL & VERTICAL BLANKING SHIFTS.11. REJECT TAPES WITH EXCESSIVE VIDEO LEVELS, OR BLACKS LEVELS THAT

DIP OR FLUCTUATE.


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12. REJECT TAPES WITH DIGITAL HITS (AUDIO OR VIDEO).13. LOW OR EXCESSIVLY HIGH AUDIO LEVELS.14. AUDIO PHASE ERRORS, REVERSED, MISSING LATE OR EARLY SFX. (CONFIRM

IF IN MASTER OR DOWNGRADED BY SUPERVISOR).15. REJECT TAPES WITH NOT ENOUGH BLACK AT TAIL.16. TAPES THAT ARE NOT SEGMENTED PROPERLY.17. DUBS MADE FROM WRONG OR UNAPPROVED MASTERS.18. REJECT FOR POOR COLOR MATCH.19. TEXT OR CREDIT MIS- SPELLINGS.20. REJECT FOR REPEATED SCENES OR EDITING ERRORS, MISSING SCENES,

FRAMES OR FIELDS.21. REJECT FOR VISIBLE PRODUCTION EQUIPMENT. EXAMPLE: DOLLIES, BOOM

MICS, TRUCKS, CREW, MARKER TAPE, AND WIRE.22. TEXTLESS: REJECT TAPES THAT DO NOT HAVE MAINS OVER PICTURE, TEXT

OVER PICTURE AND SUBTITLED SCENES THAT ARE NOT REPRESENTED IN THE TEXTLESS MATERIAL UNLESS OTHERWISE ORDERED. (NOTE AND DESCRIBE THE MISSING AREAS ON THE REPORT).

23. REJECT TAPES WHERE TITLES OR TEXT IS OUT OF ACTION SAFE AREA. (NOTE THE MISSING SCENE AND TIMECODE LOCATION ON THE REPORT AND REJECT).

CONVERSION ARTIFACTING, POOR CONVERSION QUALITY, MARGINAL TO EXCESSIVE RINGING / MOIRE.24. 3:2 ERRORS, PANNING ERRORS, FRAMING ERRORS, COLOR TIMER ERRORS MID

SCENE HUE SHIFTS, MARGINAL BREATHING AND FLICKER.25. MARGINAL TO SEVERE PARTIAL FLASH FRAMES, BUMPS, WARPS.26. RUNNING DIRT, SCRATCHES AND STAINS. (PLEASE NOTE DURATION BECAUSE

REEL REPLACEMENT MAY BE NECESSARY).27. EXCESSIVE OR LARGE DIRT, STAINS, REEL MARKERS, RUNNING SCRATCHES

CENTRAL TO CHARACTER OR ACTION, ANY MARGINALLY DISTRACTABLE DEFECTS NOT INTENDED FOR VIEWING. NOTE: POPULAR FEATURES SHOULD BE VIEWED WITH MORE ATTENTION TO DETAIL.

28. POOR OR MISSING DRS FIXES.29. MISSING SUBTITLTING, SUBTITLING OUT OF SAFE AREA.30. REJECT FOR BAD SYNC, MISSING MUSIC OR DIALOG, MISSING SFX,

OBVIOUSLY LOOSE DIALOG & SFX.31. DIALOG ON M & E TRACKS, UNLESS INTENDED.32. REJECT FOR MARGINAL TO SEVERE DISTORTION, STATIC, LOW AND

EXCESSIVE AUDIO LEVELS.33. REJECT FOR PHASE ERRORS, MUTES, HITS, BAD AUDIO PANNING,

UNINTENDED FLUCTUATING LEVELS, HIGH NOISE FLOOR, CAPSTAIN NOISE, PRODUCTION NOISE.

34. FOR NEW RELEASE TITLES – TAPES WITHOUT FILLED MUSIC AND EFFECTS.


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Annex A

CERTIFICATE OF ORIGIN

This will certify that this television series entitled “THE ULTIMATE FIGHTER® (TUF): LATIN AMERICA – SEASON 1” was produced in _____________________________________, in the year ________ by __________________________, therefore, it is requested that this picture be treated as a __________________ Production for Distribution, Exhibition and Importation purposes.

TITLE:

FORMAT:

RUNNING TIME:

LENGTH:

NUMBER OF REELS:

DIRECTOR:

PRODUCER:

YEAR OF COMPLETION (or estimated completion date):

PRODUCTION COMPANY:

EDITED IN:

ORIGIN OF FILM:

CAST:

By:_____________________________ Authorized Representative

(Must be notarized/certified by the United States of America ) appropriate national entity.)State of California ) ss.County of Los Angeles )

Subscribed and sworn to before me this ______ day of ___________________. 20___ by ____________________.


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___________________________________________________________ – Notary Public/Film Authority in and for said County, State and/or Country


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Annex B

QUESTIONNAIRE FOR CERTIFICATES OF ORIGIN

(For MPEA Compliance in Selected Foreign Territories)

I. PART ONE TO BE COMPLETED BY PRODUCER/LICENSOR

Questionnaire Completed by: (Name of Individual)

Company: (Production Co. or Licensor)Telephone No./Fax No.:

Date:

ORIGINAL PICTURE TITLE / TELEVISION SERIES:

ALTERNATE TITLE (if any):

LANGUAGE OF ORIGINAL VERSION:

SUBTITLES: (If PICTURE / SERIES was previously distributed)

A) Is PICTURE / SERIES Subtitled?: (Yes) (No) B) In What Language(s)?:

COLOR/BLACK & WHITE:

LENGTH OF FILM IN FEET:

RUNNING TIME IN MINUTES:

PLACE OF PRINTING: A) Laboratory: B) Address:

C) City:

D) State:

E) Film Stock Used: (Kodak, Agfa, Fuji, etc.)


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GENRE: (Drama, Comedy, Western, Adventure, Musical, etc.)

SYNOPSIS: (Please attach)

PRINCIPAL PHOTOGRAPH LOCATIONS: PERIOD PRINCIPAL PHOTOGRAPHY: From: To:

COPYRIGHT NOTICE: A) UNITED STATES: (YES) (NO)

B) Claimant/Year:

C) Other Countries: (If Applicable)

COPIES OF COPYRIGHT CERTIFICATES: Available/Not Available U.S. Certificate:

Other Countries: (Specify Countries)

TRADEMARK DETAIL:

NAME OF AUTHOR AND CITIZENSHIP: A) Underlying Property: Citizenship:

B) Screenplay Writer: Citizenship:

C) Of Film: Citizenship:

NAME AND ADDRESS OF OWNER:

Citizenship:


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TRANSFER OF RIGHTS DOCUMENTATION: (Yes) (No) (applicable when PICTURE not produced by Columbia)

A) Entity making Transfer: B) Copyright Assignment of Distribution Rights:

YEAR OF PRODUCTION:

DATE OF FIRST LAWFUL AVAILABILITY TO PUBLIC: (If PICTURE previously distributed)

DATE AND CITY AND COUNTRY OF FIRST PUBLIC SCREENING: (If PICTURE previously distributed)

U.S. THEATRICAL RELEASE DATE: (If PICTURE previously distributed)

FOREIGN RELEASE DATES (If PICTURE previously distributed):

Country Date

NAME OF PERSON(S)/COMPANY BY WHOM ARRANGEMENT FOR THE FILM WERE UNDERTAKEN, FOR:

A) FINANCING:

B) CASTING OF PRINCIPAL PLAYERS:

C) COMPENSATION OF PRINCIPAL PLAYERS:

D) EMPLOYMENT OF PRODUCTION PERSONNEL:

E) COMPENSATION OF PRODUCTION PERSONNEL:

PRINCIPAL EXECUTIVE INVOLVED IN MAKING OF THE FILM:


69

Name & Title:

Citizenship:

Residence:

PRODUCER:

Citizenship:

PRODUCTION COMPANY:

DIRECTOR:

Citizenship:

CAST: (Principal Players)

Citizenship:

NAME OF CINEMATOGRAPHER OR CAMERA MAN:

Citizenship:

PICTURE FINANCED BY:

Citizenship:

TOTAL COST OF PRODUCTION:

II. PART TWO TO BE COMPLETED BY COLUMBIA/TRISTAR HOME ENTERTAINMENT, INC.

FOREIGN LANGUAGE TITLE:

(For applicable countries that require Certificates)

SPANISH TITLE:

(For Argentine Certificates only)

LANGUAGE OF ORIGINAL VERSION:


70

SUBTITLES:

A) Is PICTURE Subtitled?: (Yes) (No)

B) In What Language(s)?

COPYRIGHT NOTICE:

A) United States: (Yes) (No)

B) Claimant/Year:

C) Other Countries: (If Applicable)

COPIES OF COPYRIGHT CERTIFICATES: Available/Not Available

U.S. Certificate:

Other Countries: (Specify Countries)

TRADEMARK DETAIL:

NAME OF AUTHOR AND CITIZENSHIP:

A) Underlying Property:

Citizenship:

B) Screenplay Writer:

Citizenship:

C) Of Film:

NAME ADDRESS AND CITIZENSHIP OF OWNER:

DATE OF FIRST LAWFUL AVAILABILITY TO PUBLIC:

DATE AND CITY AND COUNTRY OF FIRST PUBLIC SCREENING:

FOREIGN RELEASE DATES:


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Country Date

NAME OF PERSON(S)/COMPANY BY WHOM ARRANGEMENT FOR THE FILM WERE UNDERTAKEN, FOR:

A) FINANCING:

B) CASTING OF PRINCIPAL PLAYERS:

C) COMPENSATION OF PRINCIPAL PLAYERS:

D) EMPLOYMENT OF PRODUCTION PERSONNEL:

E) COMPENSATION OF PRODUCTION PERSONNEL:

PICTURE FINANCED BY:

Citizenship:

DOLLAR AMOUNT INVESTED BY SONY PICTURES ENTERTAINMENT: DISTRIBUTION RIGHTS: (Media)

DISTRIBUTION TERRITORY:(Please circle desired certificates - Distributor to answer)

ITALY MEXICO SPAIN ARGENTINA PORTUGAL QUEBEC

TURKEY SOUTH AFRICA FRANCE TAIWAN

FRENCH LANGUAGE RIGHTS IN QUEBEC: GRANTED NOT GRANTED

DISTRIBUTION TERM:

DISTRIBUTION RIGHTS LICENSED TO:


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A) Columbia TriStar Film Distributors Int'l:

B) Other Corporate Entity:

PLEASE CIRCLE DESIRED FORMAT OF CERTIFICATE: (Distributor to answer)

THEATRICAL TELEVISION HOME VIDEO (Free/Cable Pay)

MPEA CONTACT AT CTHE:

TELEPHONE NUMBER OF CONTACT:


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ORIGIN INFORMATION

Please supply the following information which is needed to comply with customs requirements and/or film laws in certain foreign countries.

PICTURE NAME:

1. ON WHAT MEDIUM WAS THE PICTURE SHOT (i.e. 35MM film, BETA SP, etc.)?:

2. WHAT IS THE ORIGINAL ASPECT RATIO OF THE PICTURE?:

3. WHAT ALTERATIONS WERE MADE, IF ANY, WHEN THE FILM WAS TRANSFERRED TO THE VIDEO MASTERS THAT ARE BEING DELIVERED TO US (i.e. PAN/SCAN vs. LETTERBOX, etc.)?:

4. WHAT IS THE COUNTRY OF ORIGIN OF:

FILM STOCK (Original Negative):

FILM PRODUCTION:

FILM STOCK (Post-production elements):

TELECINE TRANSFER (Video Transfer):

VIDEOTAPE STOCK:


74

SCHEDULE C

(FOR SAMPLE USE ONLY NOT FOR SIGNATURE)

LABORATORY AGREEMENT

Gentlemen and Ladies:

Reference is made to a certain feature length motion picture entitled " "television series entitled “THE ULTIMATE FIGHTER® (TUF): LATIN AMERICA – SEASON 1” ("Programs").

You ("Laboratory") acknowledge that you have in your possession free of any liens, claims, charges or encumbrances, materials ("Preprint Materials") in respect of the Programs sufficient for the manufacture therefrom of release prints, preprint and other duplicating material of commercially acceptable quality, including, without limitation all materials listed in Schedule B-1 (attached).

Laboratory is hereby advised that Zuffa International, LLC ("Licensor") is entering into a distribution agreement (the "Distribution Agreement") with Sony Pictures Television International, a division of CPT Holdings, Inc. ("SPTICPTH") pursuant to which SPTICPTH has been granted certain sole and exclusive distribution rights in and to the Programs in all sizes, widths, and gauges of film for theatrical, non-theatrical, television and videointernet distribution in the Territory and Term specified in the Distribution Agreement. Accordingly, Laboratory is hereby irrevocably authorized as of its receipt hereof to honor, subject to Laboratory's normal terms of business (and subject to the making of credit arrangements satisfactory to Laboratory), and Laboratory hereby agrees to honor at prices not exceeding Laboratory's then prevailing rates for like work, all orders of SPTICPTH, its successors, licensees and assignees for positive prints and other materials (including preprint and duplicating materials) of any and all kinds and to deliver the same as instructed by SPTICPTH, or its said successors, licensees and assignees, upon the following understanding:

1. All laboratory services and materials ordered by SPTICPTH or Licensor, respectively, or their respective successors, licensees and assignees shall be at the sole cost of the party which ordered such services and materials and the Laboratory shall look solely to such party for payment of such charges as may be incurred and neither SPTICPTH, its successors, licensees or assignees, nor Licensor, its successors, licensees or assignees shall be responsible for any laboratory service or materials ordered by any other party with respect to the Programs.

2. Laboratory will neither assert against SPTICPTH, its successors, licensees or assignees nor Licensor, its successors, licensees or assignees any lien against any of the Preprint Material by reason of any unpaid charges incurred by the other of the said parties or by any other party.

3. Laboratory will not refuse to honor any of the orders of SPTICPTH, its successors, licensees or assignees or any of the orders of Licensor, its successors, licensees or


assignees, for positive prints or any pre-print materials of the Programs by reason of any unpaid charges incurred by any other party.

4. None of the Preprint Material may be removed from the Laboratory without the joint written consent of Licensor and SPTICPTH or their respective successors or assignees; provided however, that during the term of the Distribution Agreement all positive prints and other materials (including preprint and duplicating materials) that may be made by Laboratory for the account of SPTICPTH, Licensor or their respective successors, licensees or assignees may be removed from Laboratory at the request of the party ordering the same and Laboratory shall deliver the same as instructed by such party.

5. The instructions contained herein are irrevocable may not be altered or modified except by a written instrument duly executed by SPTICPTH and by Licensor or SPTI'sCPTH's and Licensor's respective successors or assignees. By your signature below, you acknowledge that you have in your possession or under your control the above described Preprint Materials and that you consent and agree to the foregoing.

Very truly yours,

Sample Form – Not for signature Licensor

Laboratory:____________________________

By:

Title:

AGREED AND ACCEPTED:

SONY PICTURES TELEVISION INTERNATIONAL, a division of CPT HOLDINGS, INC.

By:

Title:


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