As of: , 1999

CONFIDENTIAL, NON-PRECEDENTIAL

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D I S T R I B U T I O N A G R E E M E N T

“UNTITLED ERIC SINGER PROJECT”

As of May 15, 2012 This agreement (“Agreement”) is entered into between Sony Pictures Worldwide Acquisitions Inc. (“SPWA”) and Panorama Media LLC (“Agent”), as agent for White Dog Productions LLC (“Owner”; Agent and Owner shall be collectively referred to herein as “Licensor”), confirming SPWA’s acquisition of certain rights to the motion picture (and all versions thereof) tentatively entitled “Untitled Eric Singer Project” a/k/a “American Hustle”, “American Bullshit” and “American Sting” (the “Picture”). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties have agreed to the following: 1. Conditions Precedent. All of SPWA’s obligations hereunder shall be subject to and conditioned upon the satisfaction of all of the following conditions precedent (collectively, the “Conditions Precedent”):

1.1. Executed Documents. Full execution of this Agreement and the Instrument of Transfer (in the form attached hereto as Schedule D).

1.2. Chain of Title. SPWA’s written approval of all documents (including,

without limitation, any and all releases which Licensor, in consultation with SPWA, may require from actual persons, if any, who may be portrayed or depicted, in whole or part, in the Picture) and the copyright status of all materials upon which the Picture is based, evidencing Licensor’s clear and unencumbered chain of title with respect to the Picture and each and every element thereof and the production, distribution and other exploitation thereof and Licensor’s ownership of all rights in the Picture required in order for Licensor to grant to SPWA all rights granted herein, free and clear of all liens, claims and encumbrances (collectively, the “Chain of Title”).

1.3. Security Documents. Licensor’s execution and delivery to SPWA of such

security documents (in accordance with Paragraph 21.below) and other instruments consistent herewith as SPWA may require to evidence and and/or perfect its security interest and other rights in the Picture, including, without limitation, a short form Instrument of Transfer in the form attached hereto as Schedule “D”, a Security Agreement and Mortgage of Copyright in the form attached hereto as Schedule “G”, and UCC-1 Financing Statements in form and substance satisfactory to SPWA.

1.4. Insurance Policies. Licensor’s procurement of insurance policies and delivery

to SPWA of copies of such policies and certificates of insurance in accordance with the requirements of Paragraph 17 of this Agreement.


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1.5. Columbia Distribution Agreement. Licensor’s conclusion of a distribution agreement with Columbia Pictures Industries, Inc. (“Columbia”) with respect to the wide theatrical release of the Picture in the United States.

2. Picture Specifications/Completed Picture Specifications/Domestic Release Obligation.

2.1. Picture Specifications. The specifications for the Picture are set forth below (collectively with the Completed Picture Specifications set forth in Paragraph 2.2, the “Picture Specifications”). All such Picture Specifications shall be approved (or pre-approved as may be specifically indicated herein) by SPWA in SPWA’s sole discretion in writing. Substitutions or changes to approved Picture Specifications shall be subject to SPWA’s prior written approval exercisable in SPWA’s sole discretion. SPWA’s Executive Vice President of Legal Affairs is hereby designated as SPWA’s sole designee for purposes of all approvals hereunder. It is Licensor’s responsibility to confirm that all of SPWA’s approval rights as set forth hereunder have been satisfied in writing and Licensor acknowledges that, except as may be specifically set forth herein, Licensor shall never rely on SPWA’s silence or inactivity as either approval or a waiver of any of the approval rights hereunder.

2.1.1. Approved Screenplay. The Picture shall utilize the final shooting script

written by Eric Singer dated as of February 18, 2013 or such other final shooting script approved in advance in writing by SPWA in SPWA’s sole discretion or by Columbia (once approved, the “Approved Screenplay”). Except as otherwise approved by SPWA in writing, the Picture shall be based upon and conform to the Approved Screenplay subject only to incidental, non-material changes resulting from the exigencies of production and customary non-material directorial changes.

2.1.2. Director. The Picture’s director shall be David O’Russell (“Director”).

SPWA shall have approval over any replacement(s) of the Director, such approval not be unreasonably withheld or delayed. Licensor agrees that the form and substance of the Director’s agreement in connection the Picture, shall conform to standard industry practices and Director’s precedent (e.g., not contain any unusual credit provisions). Licensor acknowledges that, subject to the terms of any applicable guild, the Director shall render directing services so as to ensure that the Picture materially adheres to: (i) the Approved Screenplay; and (ii) the Approved Budget (as defined below).

2.1.3. Principal Cast. SPWA shall have approval over the selection of the

following principal cast (and any replacements thereof) (individually and collectively, “Principal Cast”). SPWA approves Christian Bale (“Bale”) in the role of “Melvin Weinberg” and Bradley Cooper (“Cooper”) in the role of “Jimmy Boyle”. Licensor agrees that the form and substance of each agreement in connection the engagement of Principal Cast will conform to standard industry practices for talent of comparable stature, shall be consistent with such talent’s precedent and shall not include any non-customary limitations on use of likeness, credit and/or marketing and promotional services.

2.1.4. Essential Elements. Bale and Cooper in the roles set forth in the

preceding Paragraph shall each be an essential element, the absence of which shall relieve



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SPWA of any and all of its obligations hereunder (each, an “Essential Element”).

2.1.5. Credit Approval. Except as set forth in the pre-existing “Approved Agreements” (as defined below), SPWA and Licensor shall have mutual approval over (i) the according of any likeness guarantees, (ii) the grant of any likeness tie-ins between/among cast members, and (iii) the according of artwork title credit. For purposes hereof, “Approved Agreements” shall mean the following agreements which were concluded prior to SPWA’s involvement in the Picture and which were delivered to SPWA prior to execution hereof, (i) the agreement for the directing services of Director, and (ii) the agreements for the acting services of Bale and Cooper.

2.1.6. Approved Budget. The Picture shall be produced according to a

minimum budget approved by SPWA, such approval not to be unreasonably withheld or delayed (once approved, the “Approved Budget”). SPWA pre-approves an Approved Budget which shall not be less than Forty Million U.S. Dollars (US$40,000,000).

2.1.7. Special Processes. Unless approved by SPWA in advance, Licensor

shall not utilize any special photographic, audio and technical processes for the Picture which impact the commercial viability of the Picture and/or SPWA’s costs of exploiting the Picture (e.g., increased duplication costs).

2.2. Completed Picture Specifications. Licensor represents and warrants that upon

delivery to SPWA, the Picture shall meet all of the following specifications (collectively, the “Completed Picture Specifications”):

2.2.1. The Picture. Licensor shall deliver a new and original feature-length

motion picture of first class technical quality. The Picture shall be completed and delivered to SPWA on or before the Delivery Date (as defined herein), time being of the essence.

2.2.2. Actual Negative Cost. The Picture’s aggregate, certifiable, final cash

production cost (“Actual Negative Cost”) shall be no less than Ninety Percent (90%) of the Approved Budget, certified as to its accuracy by the director, the line producer and the production accountant and completion guarantor for the Picture. Actual Negative Cost shall mean the aggregate sum of all costs and expenses directly related to the Picture actually paid in connection with the development, preparation, production, completion, and Delivery (as defined herein) of the Picture, as set forth in the Approved Budget. Additionally, such Actual Negative Cost: (i) shall include, without limitation, the producing fees and all financing and completion bond related costs and/or fees; (ii) shall exclude any contingent compensation (whether in gross receipts or otherwise) and/or amounts contingent on the level of financial performance of the Picture; and (iii) shall be net of: (A) any production savings; (B) any unspent contingency and/or (C) any subsidies, credits or rebates. Licensor shall, within thirty (30) days of Delivery, provide SPWA with an “Actual Negative Cost Statement”, certified as true and correct by the production accountant and by a duly-authorized officer of Licensor. Any such statement not objected to within two (2) years of issuance shall be deemed true and correct and binding upon SPWA. SPWA shall have the right upon fifteen (15) days notice to examine Licensor’s books and records with respect to the Actual Negative Cost for the purpose of determining the



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accuracy of the Actual Negative Cost Statement. Licensor shall keep accurate and detailed records of the negative production costs.

2.2.3. Title. Licensor shall consult with SPWA with respect to the title of the

Picture. Licensor shall provide SPWA with a current (i.e., dated no earlier than thirty (30) days prior to the Delivery Date) version of the following, consistent with Licensor’s representations and warranties made hereunder: (a) a copyright report issued by Thomson CompuMark; and (b) a title report and opinion issued by Dennis Angel.

2.2.4. Original/Synchronized. Unless otherwise specified by SPWA or

approved by Columbia, the Picture in its entirety shall be photographed in color using either (i) 35mm Kodak or Fuji raw stock negative film or (ii) 24FPS 1920x1080 High-Definition (HD) Video, as approved by SPWA, and shall be of first class technical quality. The Picture shall be an entirely new and original sound film telling a continuous story with all necessary dialogue (which dialogue shall be originally recorded in the English language, except to the extent otherwise required by the Approved Screenplay), music, lyrics and sound effects, fully edited, titled, and assembled with the sound track fully synchronized with the photographic action thereof (but not containing, without SPWA’s or Columbia’s consent in each instance: (i) any stock footage; (ii) reused film; or (iii) sound recordings), and with a picture negative and soundtrack from which first-class positive release prints suitable for exhibition in first-class theaters can be made.

2.2.5. Running Time. Unless SPWA agrees otherwise in writing, the Picture

shall have a running time (including main and end titles) of not less than ninety (90) minutes and not more than one hundred thirty five (135) minutes.

2.2.6. No Endorsement. Except with respect to any so-called “product

placement” or customary product integration in the Picture which has been the subject of proper legal clearance, the Picture shall not depict, show or contain photography of any product, commodity, service or trademark (including, without limitation, college or professional sports team logos) in such manner as to constitute express or implied advertising or the endorsement thereof, nor unduly emphasize same unless approved by SPWA in advance in writing.

2.2.7. Music. Any musical performance by any individual appearing on screen

shall be: (i) expressly provided for in such individual’s agreement with Licensor or the production entity; and/or (ii) properly cleared by Licensor. Licensor shall deliver to SPWA all necessary clearances and approvals in connection with such musical performances in accordance with Schedule A. Licensor shall obtain licenses for all Picture Music (as defined herein) including without limitation music synchronization licenses and any other agreements or instruments under which any music has been or may be acquired for the Picture (“Music Licenses”); all such Music Licenses shall: (a) be cleared for use by SPWA throughout the Territory for the duration of the Term as described in Paragraph 4.4.3, below; and (b) include a release of any and all right(s) to enjoin the Picture for any reason(s), including but not limited to for reasons of non-payment, from the person or entity licensing such Picture Music.



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2.2.8. MPAA Rating. The Picture shall qualify for a rating not more

restrictive than “R” (or the equivalent thereof) by the Classification and Rating Administration of the Motion Picture Association of America (“MPAA”), or any successor thereto.

2.2.9. No Violations. The Picture shall not, either in whole or in part

constitute, or contain any material which constitutes, a violation of any law or administrative regulation or rule, or an invasion, violation or infringement of any right or interest of any third party; and shall be produced in accordance with all applicable laws, statutes, ordinances, rules, regulations and requirements of all governmental agencies and regulatory bodies, both domestic and foreign, having jurisdiction with respect to the production of the Picture. To the extent required pursuant to any applicable law by reason of Licensor’s or any other entity’s activities, Licensor and/or such other entity or entities, as the case may be, shall have become signatory to all applicable collective bargaining agreements and Licensor’s activities and those of such other entity or entities in connection with the Picture have not, are not and will not be in violation of such collective bargaining agreements, to the extent same are applicable thereto.

2.2.10. Unit Photographer. Licensor shall utilize a photographer (“Unit

Photographer”) to shoot and capture digital images of the production; such Unit Photographer shall be approved in advance by SPWA; provided, any Unit Photographer approved in writing by Columbia) shall be deemed approved by SPWA. The Unit Photographer shall be utilized on the production set(s) for an aggregate of no less than ten (10) days; upon SPWA’s request, SPWA shall determine the specific days the Unit Photographer should be utilized (based on criteria such as action, location, special effects and talent). Additionally, without limitation, the Unit Photographer shall: (i) take direction from SPWA; (ii) upon SPWA’s request, provide SPWA with hi-res .jpeg sample shots on a daily basis; and (iii) provide SPWA with a gallery shoot.

2.3. Domestic Release Qualifications. Notwithstanding the foregoing, if the Picture

as delivered conforms to the requirements for Columbia’s domestic release obligation, the Picture shall be deemed to satisfy the Picture Specifications. 3. Production of the Picture.

3.1. Production Schedules. As principal photography of the Picture is complete, not later than five (5) business days after execution of this Agreement, Licensor shall deliver to SPWA then-current post-production schedule and thereafter shall promptly provide SPWA with any revisions or updates thereof.

3.2. Dailies and Previews. Waived as principal photography is complete;

provided, at SPWA’s request, Licensor shall make dailies available for SPWA’s review.

3.3. Screenings/Input on Final Cut. SPWA shall be invited to all screenings and previews of the Picture held or authorized by Licensor to which Columbia is invited. With



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respect to each such screening and prior to locking the Picture, Licensor shall cause the Director and producer to give good faith consideration to all notes and comments provided by SPWA (if any) in connection with such screenings.

3.4. Editing. SPWA shall have the right, at its discretion, to make any and all

changes and modifications in the Picture (including its title, subject to Licensor’s consultation rights as described in Paragraph 5.5 and first opportunity/final cutting rights of Director) which SPWA shall reasonably determine to be necessary. If such changes are necessary by reason of censorship, registration (i.e., ratings) or other requirements of governmental or other authorities or law, then SPWA shall have the right to make such modifications itself and any costs associated therewith shall be considered Distribution Expenses (as defined below); provided, SPWA shall comply with any contractual right of first opportunity to make such changes granted to Director. Licensor agrees to cooperate with SPWA to clear customs, registrations and censorship or similar authorities and any fees associated paid by SPWA therewith shall be considered Distribution Expenses. If the Picture is restricted, banned or refused entry into the Territory by reason of its content without the making of cuts or alterations that SPWA considers harmful or detrimental to the income potential of the Picture, then Licensor and SPWA will negotiate in good faith with respect to (in addition to any other rights and remedies) a reasonable good faith allocation of the amount (if any) such refusal of entry diminishes the Rights, and the manner of payment, offset or deduction with respect to the payment thereof, if any is due. 4. Territory/Rights/Term.

4.1. Territory. For purposes of this Agreement, the “Territory” shall mean Eastern Europe, Latin America, Pan-Asian Pay TV Territory, and South Africa (including the Pan-African TV Territory) (as each is defined below) and their respective territories and possessions.

4.1.1. “Eastern Europe” shall mean and include Albania, Bosnia-

Herzegovina, Bulgaria, Croatia, Czech Republic, Estonia, Hungary, Kosovo, Latvia, Lithuania, Macedonia, Moldova, Serbia, Montenegro, Poland, Romania, Slovakia, and Slovenia. For the avoidance of doubt, Eastern Europe shall exclude the former CIS.

4.1.2. “Latin America” shall mean and include Anguilla, Antigua & Barbuda, Argentina, Aruba, Bahamas (exclusive Spanish-language (dubbed and/or subtitled) and non-exclusive English Television and Subscription Video-on-Demand rights only), Barbados, Belize, Bolivia, Bonaire, Brazil, British Virgin Islands (exclusive Spanish-language (dubbed and/or subtitled) and non-exclusive English Television and Subscription Video-on-Demand rights only), Cayman Islands, Chile, Colombia, Costa Rica, Cuba, Curacao, Dominica, Dominican Republic, Ecuador, El Salvador, French Guiana, Guatemala, Grenada, Guadeloupe (including St. Martin)(non-exclusive as to French language rights), Guyana, Haiti (non-exclusive as to French language rights), Honduras, Jamaica, Martinique (non-exclusive as to French language rights), Mexico, Montserrat, Nicaragua, Panama, Paraguay, Peru, Saba, St. Barthelemy, St. Eustatius, St. Kitts & Nevis, St. Lucia, St. Maarten, St. Vincent & Grenadines, Suriname, Trinidad & Tobago, Turks & Caicos (exclusive Spanish-



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language (dubbed and/or subtitled) and non-exclusive English Television and Subscription Video-on-Demand rights only), Uruguay, and Venezuela. Latin America shall also include non-exclusive Spanish language (dubbed and/or subtitled) Free Television and Subscription Video-on-Demand rights in Bermuda and US Virgin Islands.

4.1.3. “Pan Asian Pay TV Territory” shall mean and include with respect to Pay Television, Video-on-Demand and SVOD right only Brunei, Cambodia, Hong Kong, Indonesia, Macao, Malaysia, Mongolia, Nepal, Singapore, Sri Lanka, Taiwan, Thailand, Philippines, Vietnam, China (Hotels & Foreign Compounds only) & South Korea (US military bases only).

4.1.4. “South Africa” shall mean and include the Republic of South Africa, Botswana, Lesotho, Malawi, Namibia, Seychelles, St. Helena, Swaziland, Zambia and Zimbabwe.

4.1.5. Without limiting the grant of rights with respect to South Africa, “Pan African TV Territory” shall mean and include with respect to Pay Television, Video-on-Demand and SVOD right only, exclusive English-language rights only for Angola, Benin, Botswana, Burkina Fassau, Burundi, Cameroon, Cape Verde, Central African Republic, Chad (non-exclusive), Congo, Commores, Djibouti (non-exclusive), Democratic Republic of Congo (formerly Zaire), Equatorial Guinea, Eritrea, Ethiopia, Gabon, Gambia, Ghana, Guinea, Guinea Bissau, Ivory Coast, Kenya, Lesotho, Liberia, Madagascar, Malawi, Mali, Mauritania, Mauritius, Mozambique, Mayotte, Namibia, Niger, Nigeria, Principe, Reunion, Rwanda, Sao Tome, Senegal, Seychelles, Sierra Leone, St. Helena, South Sudan (non-exclusive), Sudan (non-exclusive), Swaziland, Tanzania, Togo, Uganda, Western Sahara, Zambia, Zimbabwe.

4.1.6. The SPWA Territory shall also include the territories, possessions and commonwealths of the foregoing and governmental and military installations of the foregoing wherever situated. SPWA acknowledges that airline and ship rights are reserved to Licensor.

4.2. DRM/Overspill. Licensor and SPWA shall only authorize the transmission of the Picture via Transmission Means, as defined in Schedule E, as applicable, using such digital rights management technology and geofiltering solutions (collectively, “DRM”) as Licensor or SPWA, as applicable, require in connection with the transmission via Transmission Means of its own motion picture products in a comparable window and of comparable quality to the Picture. Licensor shall neither itself exploit nor authorize any exploitation of the Picture outside the Territory where such exploitation: (i) is intended for reception in the Territory; and/or (ii) infringes or is intended to infringe on SPWA’s exploitation of the Rights in the Territory; and/or (iii) encourages or motivates parallel importation (e.g., grey market exporting) of the Picture into the Territory. SPWA shall neither itself exploit nor authorize any exploitation of the Picture in the Territory where such exploitation: (i) is intended for reception outside the Territory; and/or (ii) infringes or is intended to infringe on the exploitation of the Picture outside the Territory; and/or (iii) encourages or motivates parallel importation (e.g., grey market exporting) of the Picture out of the Territory.



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4.3. Anti-Piracy Efforts. Licensor hereby confirms that SPWA is authorized to protect the Picture worldwide on the Internet directly or through third party vendors or agents. Licensor hereby confirms that SPWA is authorized to cause filtering prior to posting and to remove pirated files of the Picture from Internet sites regardless of the location of the infringing site. If Licensor is not the owner and copyright claimant for the Picture or if Licensor is a joint owner and/or copyright claimant for the Picture, at SPWA’s request, from time to time, Licensor will obtain and provide written confirmation from all owners and/or copyright claimants to the Picture, as applicable, that SPWA is authorized to protect the Picture worldwide on the Internet as described above

4.4. Rights. Licensor hereby grants to SPWA the sole and exclusive right, under

copyright, throughout the Term, to (and to license others to) exhibit, distribute, market, display, project, transmit, reproduce, broadcast, perform, advertise, publicize, exploit, sell copies of, dispose of and otherwise communicate publicly or privately and/or turn to account the Picture (and its plot, themes and other elements), and trailers and clips and excerpts therefrom, in any and all languages and versions, in the Territory, on any and all kinds, sizes, gauges and/or widths of film, tape, computer, electronic, digital, on-line transmission by any and every means, method, process or device or other delivery systems now known or hereafter developed in the following media (now known and hereafter exploited and not yet known or devised) in any and all languages and versions, in the Territory and throughout the Term, as such terms are defined herein (collectively, “Rights”): Theatrical Rights, Non-Theatrical Rights, Video Rights, Television Rights, and Ancillary Rights (as all such terms are defined in Schedule E). The Rights shall include all retransmission rights and the right to collect all revenue from renting and lending rights, public performance royalties, and Video Levies (as such term is defined in Schedule “E”) in connection with the Picture.

4.4.1. Derivative Productions.

4.4.1.1. Right of First Opportunity for Derivative Productions. If and when Licensor elects to itself (or authorize a third party to) license the distribution and exploitation rights in and to each subsequent and/or derivative work based on the Picture, irrespective of the intended medium of exploitation of such derivative work, including, without limitation, remakes, sequels, prequels, television series and spinoffs (“Derivative Production(s)”) in the Territory, SPWA shall have a “Right of First Opportunity for Derivative Productions”, which shall mean that Licensor shall provide SPWA with the option to license each Derivative Production on substantially the same terms as this Agreement, including, without limitation, a minimum guarantee payment in proportion to the approved budget for such Derivative Production as the proportion of the Minimum Guarantee (as defined herein) to the Approved Budget. Licensor shall provide SPWA with such option in writing along with the following (collectively, “Derivative Production Information”): (i) for a Derivative Production which is in post-production or completed, a screener of such Derivative Production and the following information: screenplay, producer(s), writer(s), director, principal cast, and production budget; and (ii) for a Derivative Production which is in development or production, a screenplay along with the following information, as available: the attached director or a list of proposed directors, the attached principal cast or a list of proposed principal cast, and the budget top sheet or a good faith estimated budget



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range. SPWA shall have until the date thirty (30) days following the later of: (a) the date Licensor provided SPWA with such option and the Derivative Production Information; or (b) the date of SPWA’s initial release of the Picture, in which to elect whether it will exercise such option. If SPWA does not exercise such option, then SPWA shall have a Right of First Negotiation and First Refusal for Derivative Productions (as defined below). The Right of First Opportunity for Derivative Productions shall be considered as a “rolling right”, i.e., such right shall be considered active for SPWA in respect of each subsequent Derivative Production intended for initial exploitation in the applicable media, provided SPWA has acquired or licensed Rights in the immediately preceding Derivative Production intended for initial exploitation in such media. For purposes of clarification, SPWA has no obligation to acquire or license any Derivative Productions and failure to acquire a Derivative Production intended for initial exploitation in one medium shall not waive rights for Derivative Productions intended for initial exploitation in any other media.

4.4.1.2. Right of First Negotiation and First Refusal to Derivative

Productions. The Rights granted to SPWA shall include a Right of First Negotiation and First Refusal to Derivative Productions”, which shall mean that if and when Licensor elects to itself (or authorize a third party to) license the distribution and exploitation rights in and to each Derivative Production in the Territory to which SPWA does not obtain rights pursuant to its Right of First Opportunity to Derivative Productions, then the parties shall negotiate in good faith for SPWA’s acquisition of the Rights in such Derivative Production. If the parties cannot reach a mutually satisfactory agreement with respect to the acquisition of such Derivative Production by 30 days after the later of (a) the date Licensor provided SPWA the Derivative Production Information, (b) commencement of such negotiations ; or (c) the date of SPWA’s initial release of the Picture, Licensor shall be free thereafter to make and/or receive offers from third parties with respect to such Derivative Production (“Third Party Derivative Production Offer”); provided that before accepting a Third Party Derivative Production Offer on financial terms that are less favorable to Licensor than the last offer made to SPWA, Licensor must notify SPWA in writing of the terms thereof and SPWA shall have fifteen (15) days after receipt of notice within which to match such Third Party Derivative Production Offer. If SPWA elects to match the Third Party Derivative Production Offer (or if an agreement in principle is otherwise agreed to pursuant to this paragraph), then the parties shall promptly enter into an agreement respecting SPWA’s license of the applicable rights in such Derivative Production.

4.4.1.3. Contingent Last Refusal Right to Derivative Productions.

Notwithstanding the foregoing, in the event Columbia is granted a right of last refusal to Derivative Productions in connection with the domestic distribution arrangement, in lieu of the First Refusal rights set forth in Paragraph 4.4.1.2, SPWA shall have a right of Last Refusal (i.e., SPWA shall have the right to match any Third Party Derivative Production Offer regardless of whether or not such offer is less favorable to Licensor).

4.4.2. Contractual Restrictions. Notwithstanding anything provided to the

contrary, the Rights granted to SPWA shall be subject only to any of Licensor’s third-party contractual restrictions (“Contractual Restrictions”) provided that such Contractual Restrictions shall be customary in the motion picture industry [including, without limitation, not



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having any restrictions on the use of any name in the billing block or on commercial tie-ins (other than customary exclusions (e.g., tobacco, politics, alcohol, firearms and feminine hygiene products)].

4.4.3. Picture Music. The Rights granted to SPWA shall include, in

connection with SPWA’s exploitation of the Rights in the Territory only, to use, perform and exploit: (i) all music, lyrics and/or musical performances and master recordings created for the Picture (“New Music”); and (ii) any pre-existing music and master recordings licensed for use in the Picture (“Pre-Existing Music”; New Music and Pre-Existing Music shall be collectively referred to herein as “Picture Music”), or portions thereof (regardless of usage or timing), for exploitation in all media now known or hereafter devised (including, but not limited to, via Videograms and via any Transmission Means, as such terms are defined in Schedule E), in all forms of in-context and out-of-context use for New Music and in-context use and, to the extent available to Licensor, out-of-context use for Pre-Existing Music in, without limitation, trailers, featurettes, advertising, promotions and co-promotions for any of the foregoing in any and all media now known or hereafter devised) (collectively, “Promotions”) (as well as the right to use the names, voices, and approved likenesses, which Licensor shall provide to SPWA upon Delivery hereunder, of the writers and performing artists of the Picture Music in connection with such Promotions). All music licenses for such Picture Music shall include either: (i) a release of any and all right(s) to enjoin the Picture for any reason(s), including but not limited to for reasons of non-payment, from the person or entity licensing such Picture Music; or (ii) proof that all consideration to be received from the person or entity licensing such Picture Music has been received in full. The Rights granted to SPWA shall also include all Music Rights (as defined herein). For the avoidance of doubt, Licensor reserves all music publishing, master recording, and soundtrack album rights for the Picture.

4.4.4. Marketing and Promotion. Subject to Contractual Restrictions, SPWA

shall have the sole and exclusive right to advertise, publicize, promote and market the Picture by any means in the Territory and over the Internet; provided, such Internet rights shall be non-exclusive. Licensor shall not release or disclose any information, advertising or publicity relating to the Picture in the Territory without SPWA’s prior written approval. Without limiting the foregoing but subject always to the Contractual Restrictions, the Rights granted to SPWA shall include:(i) the right to manufacture and distribute or cause to be manufactured and distributed advertising and advertising/promotion accessories of all types and kinds, which shall be the property solely of SPWA, and to advertise, publicize, promote and exploit the Picture by such means, methods and devices and in such media, and to such extent as SPWA in its sole discretion may deem desirable; (ii) the right to create promotional films not exceeding thirty (30) minutes in length Special Feature Material (as defined herein) and/or Promotional Material (“Promotional Material” shall mean and include, without limitation, the “making of” or “behind the scenes” documentary footage or programming, any part of the electronic press kits, extra footage, b-roll, featurettes, cast and/or crew interviews or commentaries, television specials and publicity clips prepared in connection with the Picture); and (iii) the right to use the names, photographs, likenesses, acts, poses, sound effects, voices and biographies (collectively, the “Attributes”) of all artists appearing in the Picture, the director thereof, and others appearing in or connected with the Picture in connection with the exhibition, distribution, marketing, advertising, promotion, exploitation



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and publicizing of the Picture in any and all parts of the Territory and to do any and all of the foregoing for promotional purposes via any Transmission Means, in merchandising, commercial tie-ins or other endorsements, and to write and publish articles concerning each thereof in connection with the exploitation, publicizing, advertising and licensing of the Picture. Licensor shall afford SPWA and its designees reasonable access to Licensor’s shooting locations and employees for the purposes of photographing Promotional Material suitable for use in promotional films. Notwithstanding anything provided to the contrary, SPWA shall have the sole and exclusive right to advertise, publicize, promote and market the Picture via any Transmission Means in the Territory.

4.4.5. Clips. The Rights granted to SPWA shall include the right to use clips

from the Picture, provided that such use of clips shall be non-exclusive and for promotional purposes in the Territory only (e.g., SPWA may use and/or license clips for local television specials aimed to highlight or market the Picture including its cast, e.g., cast members appearing on local talk shows in the Territory).

4.4.6. SPWA 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.

4.5. Term. The “Term” of this Agreement shall begin on the date hereof and

continue for twenty-five (25) years from Delivery.

4.5.1. With respect to Video Rights, the Term shall include an additional six (6) month exclusive sell-off period during which SPWA may continue to exercise the Rights with respect to its then available inventory (“Sell-Off Period”).

4.5.2. Licensor agrees that SPWA shall have a “Right of First Negotiation and Last Refusal to Extend Term”, which shall mean that, to the extent that Agent, Owner and/or Annapurna Productions, LLC (“Annapurna”) controls the rights to the Picture beyond the Term, at least six (6) months before the end of the Term, the parties shall negotiate in good faith for the extension of the Term of this Agreement. If the parties cannot, after thirty (30) days of negotiation, reach a mutually satisfactory agreement with respect to the extension of the Term, Licensor shall be free thereafter to make and/or receive offers from third parties with respect to the license of the Rights hereunder [post-expiration of the Term] (“Third Party Rights Offer”); provided that before accepting any Third Party Rights Offer, Licensor must notify SPWA in writing of the terms thereof and SPWA shall have fifteen (15) days after receipt of notice within which to match such Third Party Rights Offer. If SPWA elects to match the Third Party Rights Offer (or if an agreement in principle is otherwise agreed to pursuant to this paragraph), then the parties shall promptly enter into an agreement respecting SPWA’s license of the Rights [post-expiration of the Term].

5. Exploitation Decisions. SPWA shall have absolute discretion concerning the exploitation of the Picture in the Territory, including without limitation the right to release and distribute (and/or refrain from releasing and distributing) the Picture, and any parts thereof, in such manner and media and through such releasing or distribution entity or



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entities (and/or to engage such subdistributors or licensees) as it so chooses; provided, SPWA shall not utilize unaffiliated subdistributors except in connection with those markets and/or media with respect to which SPWA customarily uses subdistributors for its own motion pictures of comparable budget and genre. Licensor agrees that any such determination on the part of SPWA and its sublicensees regarding any matter affecting the exploitation of the Picture shall be binding and conclusive upon Licensor. Without limiting the foregoing, but subject to applicable Contractual Restrictions:

5.1. SPWA may, at its discretion, prepare closed captioned versions of the Picture and use excerpts, clips and trailers for advertising and promotional purposes.

5.2. SPWA may incorporate, preceding and/or following the main and end titles of the Picture, on all media formats: (i) SPWA’s (and/or one or more of any of SPWA’s licensees’, assigns’, affiliates’ and/or distributors’) names, trademarks, logos; (ii) trailers, clips, excerpts of other pictures; (iii) SPWA’s standard “opening” and “closing” sequences, including any introductory visual “logos”, with or without music; (iv) any legal notices or other information which SPWA determines is necessary; (v) paid advertising; and (vi) any so-called “making of” or “behind the scenes” documentary footage or programming including, without limitation, any part of the electronic press kits, featurettes, interviews, television specials and publicity clips prepared in connection with the Picture.

5.3. SPWA may incorporate trailers, clips or excerpts of the Picture on Videograms of other pictures and may incorporate trailers, clips or excerpts of other pictures on Videograms of the Picture.

5.4. SPWA may incorporate, preceding and/or following the main and end titles of the Picture, on all media formats: (i) SPWA’s (and/or one or more of any of SPWA’s licensees’, assigns’, affiliates’ and/or distributors’) names, trademarks, logos; (ii) trailers, clips, excerpts of other pictures; (iii) SPWA’s standard “opening” and “closing” sequences, including any introductory visual “logos”, with or without music; (iv) any legal notices or other information which SPWA determines is necessary; (v) paid advertising; and (vi) any so-called “making of” or “behind the scenes” documentary footage or programming including, without limitation, any part of the electronic press kits, featurettes, interviews, television specials and publicity clips prepared in connection with the Picture.

5.5. SPWA shall have the right to select, designate or change the title of the Picture in its discretion and to release the Picture in any or all parts of the Territory under such title or titles as SPWA may designate; provided, SPWA agrees to consult with Licensor regarding changes to the title other than literal or colloquial translations of the English-language title.

5.6. SPWA shall have the right to use, produce and exploit any special feature material in any and all media now known or hereafter devised.

5.7. Licensor Holdbacks. Licensor may not itself exploit the Picture or license or otherwise authorize the Picture to be exploited as follows (collectively, the “Licensor Holdback”):



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5.7.1. By means of Theatrical Rights outside the Territory from the date hereof until the earlier of (i) day-and-date with the initial commercial (i.e., excluding festivals, markets, or promotional screening) Theatrical release of the Picture in the United States or (ii) nine (9) months after Delivery.

5.7.2. By means of Videogram Rights outside the Territory from the date hereof until the earlier of (i) day-and-date with the initial Videogram release of the Picture in the United States, (ii) four (4) months after local Theatrical release or (iii) thirteen (13) months after Delivery.

5.7.3. By means of any other exploitation medium outside the Territory (other than Theatrical and Videogram Rights) from the date hereof until the earlier of: (i) day-and-date with the initial exploitation of the corresponding exploitation medium in the Territory; or (ii) four (4) months after theatrical release of the Picture in the applicable local territory.

5.7.4. With respect to exploitation in the Pan Asian Pay TV Territory, SPWA shall not commence exploitation prior to the date seven (7) months after the latest Videogram release in Hong Kong, Indonesia, Malaysia, Philippines, Singapore, Taiwan and/or Thailand. Licensor shall not permit exploitation of Free Television rights in the Pan Asian Pay TV Territory until the date eighteen (18) months after availability to SPWA (as described in the preceding sentence).

5.7.5. With respect to exploitation in the Pan African TV Territory, SPWA shall not commence exploitation until seven (7) months after Videogram release in the Republic of South Africa. Licensor shall not permit exploitation of Free Television rights in Pan African TV Territory until twenty four (24) months after availability to SPWA (as described in the preceding sentence).

5.7.6. If any Licensor Holdback is violated by Licensor before the respective release date, then, in addition to any other rights and remedies of SPWA, a reasonable good faith allocation of the amount such holdback violation diminishes the Rights shall be either set-off by SPWA from any monies due or owing Licensor or Licensor shall reimburse such amount to SPWA. If any Licensor Holdback is violated after SPWA’s initial exploitation of the Rights, then SPWA shall be entitled to receive prompt reimbursement of an amount (determined in reasonable good faith) from Licensor. Without limiting the foregoing, Licensor shall also be responsible and shall pay upon demand, any amounts and/or fines payable to any third parties as a result of the violation of said Licensor Holdbacks.

5.8. SPWA Holdbacks: SPWA shall observe any applicable holdbacks imposed by Columbia (provided, Columbia shall have the right to waive any such holdback).

6. Distribution Fee. In connection with SPWA’s exploitation of the Rights, SPWA shall retain a distribution fee (“Distribution Fee”) equal to (i) with respect to all Rights except Television Rights, Twenty Five Percent (25%) of Defined Gross Receipts (as defined in Schedule B), (ii) with respect to Television Rights exploited through SPWA’s output arrangements, Thirty Five Percent (35%) of Defined Gross Receipts, and (iii) with respect to Television Rights not exploited through SPWA’s output arrangements, Thirty Percent (30%).



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Notwithstanding the Distribution Fees set forth above, in any part of the Territory where SPWA exploits the Picture through an unaffiliated subdistributor (“Subdistributor”), in lieu of the foregoing, SPWA shall be entitled to an “Override Fee” of Five Percent (5%) computed on Subdistributor’s gross receipts.

7. Distribution Expenses. All “Distribution Expense(s)”, as defined in Schedule B, incurred in connection with the distribution of the Picture in the Territory in accordance with the terms and conditions of this Agreement shall be advanced by SPWA and recouped as provided in Paragraph 9.1, below.

8. Minimum Guarantee. Subject to the terms and conditions of this Agreement and provided the Conditions Precedent have been satisfied, the Picture complies with the Picture Specifications and the Completed Picture Specifications, and Licensor is not in breach of this Agreement (subject to any cure permitted hereunder), SPWA shall pay to Licensor a fully recoupable and cross-collateralized minimum guarantee (“Minimum Guarantee”) of Three Million Fifty Thousand Dollars (US$3,050,000) payable within thirty (30) days from the later of (i) Delivery and (ii) satisfaction of all contractual conditions to Columbia’s theatrical release obligation; provided, however, if SPWA publicly commercially exploits the Picture (i.e., excluding festivals, markets, or promotional screening) prior to the date the Minimum Guarantee would otherwise be payable, without limiting Licensor’s obligations hereunder, SPWA will pay the Minimum Guarantee within ten (10) business days of the commencement of such exploitation.

9. Accounting.

9.1. Application of Defined Gross Receipts. Subject to Paragraph 9.2, below and any other rights and remedies of SPWA as set forth in this Agreement, SPWA shall, on an ongoing and continuing basis, deduct the following from Defined Gross Receipts (in order of priority):

9.1.1. Distribution Fee.

9.1.2. Distribution Expenses.

9.1.3. Interest at a rate of Two Percent (2%) over the prime interest rate, as announced from time to time by Bank of America at its home office (“Interest”), on the Minimum Guarantee.

9.1.4. The Minimum Guarantee.

9.1.5. Any amounts remaining shall be allocated 2/3 to Licensor (“Licensor Share”) and 1/3 to SPWA

9.2. SPWA shall have the right to cross-collateralize the Defined Gross Receipts (after SPWA deducts its Distribution Fee) derived from SPWA’s exploitation of the Rights throughout the Territory with respect to the Picture for purposes of collecting Interest, recouping the Distribution Expenses and the Minimum Guarantee, and calculating the Licensor Share.



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9.3. SPWA shall account to Licensor under this Paragraph 9, in accordance with the terms and conditions of Schedule B attached hereto. To the extent that anything in Schedule B conflicts with this Agreement, this Agreement shall prevail. Accounting reports and any payments due and owing to Licensor pursuant to the terms hereunder shall be sent to:

Panorama Media LLC 9536 Wilshire Boulevard, Suite 206 Beverly Hills, CA 90212 Attention: Chris Corabi Telephone: (310) 858-1001 Facsimile: (310) 746-4599

10. Delivery.

10.1. Licensor shall deliver the Picture in strict conformity with the Picture

Specifications. “Delivery” shall mean both: (i) SPWA’s receipt, at Licensor’s sole cost and expense, of all items listed in Schedule A, attached hereto (“Materials”) as well as sample artwork and advertising and publicity materials for all U.S. campaigns for the Picture; and (ii) Approval (as defined below) by SPWA of such Materials according to the procedures set forth below. Notwithstanding the foregoing, Materials delivered to and accepted by Columbia shall be deemed Delivered to SPWA (i.e., Licensor shall not be required to provide two sets of elements).

10.2. Licensor shall deliver, at Licensor’s sole cost and expense, the Materials to

SPWA upon the earlier of the dates required by Columbia or such time as Licensor has begun delivery of the Picture to any licensee or distributor in the Licensor Territory (“Delivery Date”); provided that: (i) in any event, Licensor shall complete Delivery in a manner to permit SPWA to release theatrically in the Territory contemporaneously with Columbia’s Theatrical release in the United States (i.e., no later than the later of (x) 90 days prior to the scheduled commencement of the US theatrical release or (y) delivery of the Picture to Columbia; provided, in any event, Licensor shall provide all Materials required for dubbing and subtitling as soon as practicable), (ii) no less than one hundred (100) production stills shall be delivered as soon as practicable but no later than conclusion of scheduled principal photography; and (iii) all Materials marked with an “[*]” in Schedule A shall be delivered no later than six (6) weeks following completion of principal photography. Delivery occurring no later than the Delivery Date is of essence of the Agreement. All Materials shall be subject to SPWA’s review and approval. If all the Materials are not timely delivered to SPWA, SPWA may elect, at its sole discretion and in addition to, or in lieu of any other remedies it may have at law or at equity, to terminate this Agreement.

10.3. If any of the Materials (including, without limitation, all music related artist

agreements, songwriter agreements, master use licenses [including sample use licenses] and synchronization licenses) are incomplete or technically unacceptable, or if the Picture does not conform to the Picture Specifications, SPWA shall notify Licensor in writing specifying the defects (“Defect Notice”). Such Defect Notice shall be delivered within thirty (30) days



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of receipt by SPWA of the last item required for Delivery sent by Licensor. 10.4. If Licensor fails to cure the specified defects within thirty (30) days from the

date such Defect Notice was sent (“Delivery Cure Period”), or if Licensor fails to timely deliver the Picture, SPWA may elect, by written notice to Licensor, any of the following, in its sole discretion: (i) secure acceptable replacements and either withhold from the Minimum Guarantee or Licensor shall reimburse to SPWA the amount of SPWA’s reasonable estimate of the cost of conforming the Picture and or delivery of the Picture to the requirements of this Agreement; or (ii) if SPWA is unable to secure acceptable replacements, SPWA shall have the right to withhold from the Minimum Guarantee or Licensor shall reimburse to SPWA any amount SPWA deems necessary in its sole discretion until Delivery is complete; or (iii) terminate this Agreement upon written notice to Licensor.

10.5. Upon such termination, SPWA shall be: (i) relieved of its obligations

hereunder, if any; (ii) within thirty (30) days of such termination, Licensor shall reimburse SPWA for any portion of the Minimum Guarantee theretofore paid and all out-of-pocket costs theretofore incurred under this Agreement and (iii) SPWA shall return any Materials to Licensor at Licensor’s expense.

10.6. If SPWA has not sent a Defect Notice within thirty (30) days of receipt of the

last item required for Delivery, then such Materials shall be deemed approved (“Approval”). 10.7. If SPWA elects to secure acceptable replacements as provided in Paragraph

10.4(i), above, and if the final cost of conforming the Picture to the requirements and specifications of this Agreement is less than the cost estimated by SPWA and withheld from the Minimum Guarantee, then SPWA shall pay Licensor the difference between the estimated cost and the final and actual cost. If the actual and final cost to so conform is greater than the estimated cost withheld by SPWA, then Licensor shall reimburse SPWA on demand.

10.8. Notwithstanding the foregoing, approval by SPWA of less than all Materials

required for Delivery of the Picture or any release of the Picture shall not be deemed a waiver by SPWA of Licensor’s obligation of complete Delivery of the Picture hereunder. Under no circumstances shall Licensor be relieved of the obligation to complete Delivery of all of the Materials required hereunder, unless SPWA shall so notify Licensor in writing designating the particular Materials which need not be delivered by Licensor to SPWA.

10.9. It is understood and agreed by SPWA and Licensor that any Materials, shall

become the sole and exclusive property of SPWA during the Term; provided however, in no event shall SPWA’s ownership of such Materials be deemed to give SPWA any greater rights in the Picture than the Rights granted in the Territory during the Term. At the end of the Term, upon written direction from Licensor (provided such direction is received within six (6) months from the end of the Distribution Term), SPWA shall (at Licensor’s election) either return or destroy all physical (i.e., non-documentary) Materials that Licensor Delivered to SPWA and which are reasonably available to SPWA, and, if returned, the ownership of such Materials shall revert to Licensor; provided however, SPWA’s inadvertent loss of, or damage to, any such Materials, or SPWA’s inadvertent failure to return such Materials shall



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not be deemed a breach of the Agreement; provided further that SPWA shall use good faith efforts to return any available Materials upon Licensor’s notice of such failure. If requested by Licensor, SPWA shall provide a certificate of destruction with respect to Materials destroyed at Licensor’s direction. In the alternative, if Licensor provides written notice to SPWA within six (6) months prior to the end of the Term that Licensor desires to purchase SPWA’s then-existing inventory of Videograms for the Picture, SPWA shall make such Videograms available to Licensor for purchase at SPWA’s cost of manufacture. In the event that Licensor does not timely provide instructions to SPWA pursuant to this paragraph, SPWA shall be entitled to return or destroy any such Materials and/or Videograms at its sole discretion.

10.10. Special Feature Material. Subject only to Contractual Restrictions, Licensor

agrees herein to provide SPWA with any and all extra footage and special feature material (collectively, “Special Feature Material”) that Licensor will deliver or make available to any other third party distributors of the Picture at no cost or expense to SPWA (although SPWA shall pay all costs and expenses of prints placed with any laboratory with respect to such Special Feature Material). Licensor represents and warrants that it has [or, prior to Delivery, will have] cleared all such extra footage and special feature material delivered to SPWA for use by SPWA.

10.11. Licensor Created Materials. If Licensor or if any of Licensor’s subdistributors

or sub-licensees has prepared any marketing materials (“Licensor Marketing Material(s)”), value added materials, DVD materials and/or versions of the Picture in any of the languages of the Territory or Licensor Territory (“Licensor Dubbed/Subtitled Version(s)”) (collectively, “Licensor Created Materials”), then SPWA shall have unrestricted access without payment of a permission, or use fee to any third party (“Free Access”) [it being understood by the parties that SPWA shall advance the cost of any orders for prints placed with the laboratory (e.g., duplication costs), shipping costs with respect to any such Licensor Created Materials and any guild performance fees or public performance payments arising in connection with SPWA’s exploitation of such Licensor Created Materials] to: (A) any such Licensor Created Materials which Licensor itself and/or Columbia has prepared; and (B) those Licensor Created Materials created by Licensor’s subdistributors or sub-licensees other than Columbia: (i) to the extent Licensor itself has such Free Access (it being acknowledged by the parties that customary practice in the motion picture industry provides that Licensor, as the ultimate beneficiary of all rights throughout the universe in perpetuity in and to the Picture, shall utilize good faith efforts to seek Free Access and clearance for all rights throughout the universe in perpetuity); and (ii) if Licensor cannot provide SPWA with Free Access to materials created by Licensor’s subdistributors or sub-licensees other than Columbia, then either Licensor shall provide SPWA with unrestricted access to and use of any Licensor Created Materials in consideration of SPWA advancing to Licensor the actual cost Licensor incurred in obtaining such access for the Territory or SPWA shall be entitled to obtain such Licensor Created Materials directly from the applicable subdistributor or sub-licensee and recoup any payments made in connection therewith as Distribution Expenses. Licensor acknowledges that Columbia and SPWA will provide one another with Free Access to all materials developed in connection with their respective exploitation of the Picture.



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10.12. SPWA Created Materials. Provided that Licensor has not violated the Licensor Holdbacks, if SPWA prepares any marketing materials (“SPWA Marketing Material(s)”) and/or dubbed or subtitled versions of the Picture (“SPWA Dubbed/Subtitled Version(s)”) (collectively, “SPWA Created Materials”), then Licensor shall have unrestricted access to any such SPWA Created Materials in consideration of Licensor remitting to SPWA the lesser of one-half (1/2) of the costs associated with the making of any such SPWA Created Materials or the amount by which the expense relating to such item remains unrecouped [it being understood by the parties that: (i) Licensor shall pay all costs and expenses of prints placed with any laboratory (e.g., duplication costs) and shipping costs with respect to such SPWA Created Materials; and (ii) SPWA shall have no obligation as to any performance fees, residuals or any mechanical fees with regard to Licensor’s use of such SPWA Created Materials]. Notwithstanding the foregoing, provided SPWA is granted Free Access by the applicable subdistributor of Licensor, SPWA shall not charge such fee with respect to SPWA Created Materials.

11. Credits. As soon as shall be practicable but in no event later than upon the Delivery Date, Licensor shall deliver to SPWA a complete written statement showing the exact form and manner of the main and end titles of the Picture and the full text of all advertising credit obligations. SPWA agrees that it will not unreasonably withhold its approval of Licensor’s credit list provided said credits are customary in the motion picture industry and consistent with SPWA’s policies and practices regarding credits (e.g., one of such policy being, and Licensor agreeing, that there will be no credit or acknowledgement, of any kind, to any employee of SPWA or its affiliates). SPWA shall not be obligated to give paid ad credit in any paid advertising which SPWA customarily deems to be “excluded ads” (unless otherwise provided in pre-approved agreements in connection with the engagement of Director and/or Principal Cast or as required by applicable guild agreements). Notwithstanding the foregoing, SPWA (and/or SPWA’s designee) shall receive presentation credit(s) in the Territory only (SPWA shall advance any costs in connection with such presentation credits, to be considered as recoupable Distribution Expenses). No casual or inadvertent failure of SPWA to comply with any provision hereof shall constitute a breach of this Agreement and the rights and remedies of Licensor or any third party, in the event of a breach relating to credit by SPWA, shall be limited to an action at law for damages. In the event of SPWA’s failure to comply with any of its credit obligations hereunder, SPWA shall, upon receipt of written notice of such failure, use reasonable efforts to correct such failure in paid ads and prints for the Picture on a prospective basis only, i.e., those paid ads (if any) and/or prints (if any) prepared after SPWA’s receipt of such notice (allowing for adequate time after receipt of notice to implement such correction).

12. Residuals/Third Party Payments.

12.1. Upon Delivery, SPWA shall assume any applicable union and/or guild payment obligation(s) due to such union(s) and/or guild(s) as a result of SPWA’s exploitation of the Rights in the Territory; provided that as part of Delivery, Licensor shall notify SPWA in writing of the jurisdiction of any union(s) or guild(s) applicable to the Picture (“Residuals”); provided however, in the event Licensor fails to Deliver the Residuals documents set forth in Paragraph 11. of Schedule A attached hereto, by the Delivery Date,



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SPWA shall, in addition to all its other rights and remedies, have the right to reject assumption of the Residuals and hold Licensor liable for such amounts. SPWA shall be entitled to fully recoup all Residuals actually paid by SPWA as Distribution Expenses. If and as requested by Licensor in order to comply with an express request by applicable guild and/or union, SPWA will enter into Distributor’s Assumption Agreements with the applicable union(s) and/or guild(s) upon customary terms and conditions between SPWA and such union(s) and/or guild(s); provided that SPWA shall have absolute discretion over the form and substance of such assumption agreements (but in no event shall SPWA object to a particular form of assumption agreement if SPWA customarily enters into such form of assumption agreement with respect to other comparable motion pictures at the time of Licensor’s request).

12.2. All other residuals, profit participations, music synchronization fees, master use fees, music performance and mechanical reproduction fees, and any other license fees (including, without limitation, all literary, artistic, musical, technological and/or intellectual property rights fees) in connection with SPWA’s exploitation of the Rights shall be the obligation of Licensor and shall not be the obligation of or paid for by SPWA (“Third Party Payments”). In the event Licensor fails to timely pay any such Third Party Payments, SPWA shall have the right, but not the obligation, to make such Third Party Payments on behalf of Licensor and Licensor agrees to reimburse SPWA for any such Third Party Payments. Notwithstanding the foregoing, to the extent that music public performing rights are controlled by ASCAP, BMI or similar organizations in the Territory (“Collecting Societies”), as between Licensor and SPWA, SPWA shall be responsible for payments in connection with such performance rights; provided that Licensor hereby represents and warrants to SPWA that Licensor has, in accordance with standard practice for motion picture content, procured clearance of all relevant rights for the reproduction and delivery to the public of “mechanical” copies (including physical copies and digital downloads) of all Picture Music, to the maximum extent permitted by applicable law and prevailing industry practice on a “buy-out” basis (as that term is commonly understood in the film music industry), and any royalties or license fees required to be paid by SPWA to the relevant Collecting Societies shall correspond only to public performance rights (i.e., rights currently generally granted by performing rights organizations through licenses with broadcasters and performance venues in each territory). Licensor hereby further warrants and represents that the Picture does not contain any musical compositions that are subject to SODRAC tariffs in the Territory.

13. Representations and Warranties.

13.1. Licensor represents and warrants that:

13.1.1. Organizational Entity. Each of Agent and Owner is a limited liability company duly formed and validly existing in good standing under the laws of the State of California. Licensor has the full right, power, legal capacity and authority to enter into and carry out the terms of this Agreement.

13.1.2. Clear Title. Licensor has no agreement with or obligations to any third party with respect to the Picture which might conflict or interfere with or adversely affect any



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of the provisions of this Agreement or the use or enjoyment by SPWA of any of the Rights granted to it hereunder as determined by SPWA in its reasonable discretion. Licensor has secured and will maintain all rights necessary for SPWA to use and enjoy the Rights granted to it herein. Licensor has not sold, assigned, transferred or conveyed, and will not sell, assign, transfer or convey, to any party any right, title or interest in and to the Picture or any part thereof, or in and to the dramatic or literary material upon which it is based, adverse to or in derogation of the Rights granted to SPWA.

13.1.3. Litigation. The Picture and the Rights granted to SPWA as contemplated hereunder will not, and there has been no claim that the Picture does, infringe upon, violate or conflict with any rights whatsoever of any person, corporation or other entity. There is not now outstanding any litigation or, to the best of Licensor’s knowledge, including that which Licensor should have known in the exercise of reasonable prudence and diligence, threatened litigation, or any claims, demands, investigations or threats of claims, with respect to the Picture, the literary, dramatic or musical material upon which the Picture may be based, or which is used therein, or the physical properties thereof.

13.1.4. Picture.

13.1.4.1. Copyright. The Picture has been or will be duly and properly registered (and, if appropriate, renewed) for copyright in the United States in the name of Owner or can be so registered (and, if appropriate, renewed), and the copyrights in the Picture and the literary, dramatic and musical materials upon which the Picture is based, or which are contained in the Picture, are and will be valid and subsisting during the Term throughout the Territory, and no part is or will be in the public domain during the Term.

13.1.4.2. Compliance. The Picture, and all parts thereof, will be, or has been produced in compliance with any and all relevant laws, rules, regulations, guidelines, whether state, federal, international or local (i.e., those imposed by any union, guild or labor organization), applicable to the production and completion of motion pictures. In addition to the foregoing representation and warranty, Licensor also covenants to and with SPWA (or if Licensor is not the Primary Producer of the Picture (as defined in 28 C.F.R. Sec. 75.1(c)(1)), Licensor in the name and on behalf of such Primary Producer, warrants, represents and covenants to and with SPWA) that: (i) Licensor (or said Primary Producer) meets all of the eligibility requirements for the safe harbor certification set forth in 18 U.S.C. §2257A(h)(1) and 28 C.F.R. §75.9(a)(1)-(3); (ii) Licensor (or said Primary Producer) regularly and in the normal course of business collects and maintains, and with respect to the Picture that is the subject of this Agreement, shall collect and maintain, individually identifiable information regarding all performers, including minor performers, employed by the undersigned, pursuant to tax, labor, and other laws, labor agreements or otherwise pursuant to industry standards, where such information includes the name, address and date of birth of the performer, in accordance with 28 C.F.R. §75; (iii) Licensor shall by the deadlines established in 28 C.F.R. §75.9(e), file with the Attorney General of the United States of America the certification (substantially in the form of Schedule F, attached hereto) provided under 18 U.S.C. §2257A(h) and 28 C.F.R. §75.9, and shall provide SPWA with a true, correct and complete copy of said certification, by the earlier of: (A) within ten (10)



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business days of the filing of such certification with the Attorney General of the United States of America; (B) within ten (10) business days of the execution of this Agreement; or (C) upon request; and (iv) the definitions set forth in 18 U.S.C. §2257, 18 U.S.C. §2257A, 28 C.F.R. §75 and the explanatory notes by the Department of Justice of the United States of America in 73 Fed. Reg. 77432 et seq. (Dec. 18, 2008) apply to the foregoing warranty, representation and covenant.

13.1.4.3. Originality/Third Party Rights. The Picture is wholly original and, other than incidental portions, is not in the public domain. Neither the Picture nor any part thereof, including without limitation its title and any literary or musical materials contained therein or synchronized therewith, nor the exercise of any rights granted to SPWA under this Agreement, violates or will violate, or infringes or will infringe, any trademark, trade name, agreement, copyright, patent, literary or other property right, right of privacy, right of publicity or “moral rights of authors” or any other rights whatsoever of any third party, or unfairly competes with, or slanders or libels any person, firm, corporation or association whatsoever.

13.1.4.4. Names and Likenesses. Subject to Contractual Restrictions, SPWA may use the Attributes of all individuals appearing in or connected with the production of the Picture in any and all advertising and publicity materials and SPWA is not restricted in any way from using any of such Attributes in connection with such advertising materials, as provided in Paragraph 4.4.2, above, and to the extent the Picture or the underlying property is 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 SPWA to exploit the Picture 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 SPWA as part of the chain of title documents hereunder.

13.1.4.5. Accurate Delivery. All deliverables required to be delivered by Licensor pursuant to the Delivery Schedule, including without limitation cast lists, credits, “paid ad” and talent restrictions statements, and copies of documents, are complete and accurate and SPWA will incur no liability to any third party from its reliance thereon and/or compliance therewith.

13.1.4.6. Music Rights. Licensor has obtained from the applicable artists, producers, record companies, songwriters, composers, and publishers: (i) all agreements, synchronization licenses, master use licenses and performing rights licenses necessary for the use of all Picture Music contained in the Picture in connection with the Rights granted to SPWA hereunder, such that no additional payment shall be required by SPWA including, without limitation, download fees or mechanical reproduction fees; and (ii) any and all other documents necessary to grant the Rights in and to the music contained in the Picture (in connection with the Picture), to SPWA (collectively “Music Rights”). All agreements in connection with New Music shall be entered into in the United States, applying the law of the United States, and shall specify that the music delivered thereunder is a “work-made-for-hire” in accordance with United States copyright law.



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13.1.4.7. Protection of Physical Materials. All Materials shall be kept strictly confidential, and shall be handled, accessed and used by Licensor and/or Licensor’s employees, representatives, licensees or agents rendering services on the Picture (collectively, “Licensor Representatives”), if at all, only to the extent as is absolutely necessary for Licensor and/or Licensor Representatives to Deliver the Picture to SPWA in accordance with Licensor’s obligations hereunder. Without limiting the foregoing, Licensor represents and warrants that Licensor will not (and Licensor shall reasonably require Licensor Representatives not to) give, loan, duplicate, sell, transfer, download, distribute or otherwise release custody of any Materials, or any version whatsoever of the Picture or a part of the Picture output from the Picture’s editing system, by any means or method whatsoever, including, without limitation, via computer disc, compact disc, DVD, videotape, computer file, internet, or any other media or system of distribution, whether mechanical, digital or analog, for purposes of reproduction (as opposed to in order to view in connection with services being rendered) without the prior written consent of SPWA, and, in the event Licensor is aware of, or reasonably should be aware of, any Licensor Representative or other third party engaging in any of the foregoing conduct, Licensor will use reasonable good faith efforts to prevent such conduct, such reasonable good faith efforts to include immediately contacting the Authorized Representative. Licensor’s obligations under this Paragraph are of the essence of this Agreement.

13.1.5. Third Party Payments. All of the following have been fully paid or discharged (or will be fully paid or discharged prior to Delivery):

13.1.5.1. Payments in respect of all rights or licenses to all material (literary, musical or otherwise) of any nature whatsoever appearing, used or recorded in the Picture, or upon which the Picture is based, and any and all claims with respect to the use, distribution, and exploitation of the Picture throughout the Territory and the Term (except as to customary residual payments and payments due to performing rights societies, which payments Licensor acknowledges are the responsibility of SPWA). Licensor warrants and represents that (i) there will not be outstanding at any time during the Term hereof, and to the best of Licensor’s knowledge there have not been any, liens (except for any liens held by applicable guilds and/or the Completion Guarantor and/or the production lender), claims, restrictions, or commitments whatsoever with any person, firm or corporation, or any defaults under, any contract, license or agreement which can, or will, in any way interfere with or adversely affect any of the Rights granted to SPWA under this Agreement; (ii) there are not and will not be any payments of any kind required to be made by SPWA in respect, or as a result, of any use of the Picture pursuant to the Rights granted to SPWA (except for residual payments, if any, pursuant to Paragraph 12, above and public performance payments arising from SPWA’s exploitation of the Picture); and (iii) the performing rights to all musical compositions in the Picture are controlled by Licensor or its affiliates or are in the public domain or are controlled by the AMERICAN SOCIETY OF COMPOSERS, AUTHORS AND PUBLISHERS (ASCAP), BROADCAST MUSIC, INC. (BMI), SESAC, or their affiliates to the extent required for the purpose of this Agreement.

13.1.5.2. All costs of producing and completing the Picture, except for profit participations not yet due, which participations Licensor represents and warrants are



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solely the responsibility of Licensor.

13.1.6. All representations and warranties in connection with the Picture made in this Paragraph 13.1 shall apply to all versions of the Picture delivered by Licensor to SPWA.

13.2. SPWA’s Representations and Warranties. SPWA warrants and represents that it is a corporation duly formed and validly existing in good standing under the laws of the State of California and has the full right, power, legal capacity and authority to enter into and carry out the terms of this Agreement.

14. FOREIGN CORRUPT PRACTICES/ANTI-BRIBERY.

14.1. Licensor represents, warrants, and agrees that neither it nor any person or entity acting on its behalf or under its control or direction will make any payment, offer to pay, promise to pay, or authorize, or act in furtherance of, any payment or exchange of money or anything of value, directly or indirectly, to any “Government Official” (as defined below) in order to obtain or retain business for Licensor or SPWA or to secure any improper business advantage for Licensor or SPWA. For purposes hereof, “Government Official” refers to: (i) any director, officer, employee, appointee or official representative of a government (or department, agency, entity, instrumentality or branch of a government, including the legislative, executive and judicial branch) or of a public international organization; (ii) any political party or party official; (iii) any candidate for political or judicial office; or (iv) any official of local government (including regional/county-level government). An “instrumentality of government” refers to any entity owned or controlled by the government; therefore, any director, officer, employee or official representative of a state-owned company is a “Government Official”.

14.2. Licensor represents, warrants and agrees that no Government Official has or will have any legal, financial or beneficial interest in the Picture or this Agreement or any payments from the Approved Budget or otherwise made by Licensor in connection with the Picture, or payments by SPWA to Licensor hereunder, without the prior written consent of SPWA.

14.3. Licensor agrees that it will not use any subagents in connection with the Picture or this Agreement without the prior written consent of SPWA.

14.4. Licensor will promptly inform SPWA if it violates any of the foregoing provisions or becomes aware of any improper payment to a Government Official in connection with the Picture or this Agreement.

14.5. Notwithstanding any other provisions to the contrary, SPWA may withhold payments under this Agreement and/or suspend or terminate this Agreement (without any one or more of such actions constituting a waiver of any right or remedy available to it under this Agreement or otherwise), without liability, at any time upon learning information giving it a reasonable belief that Licensor or anyone acting on Licensor’s behalf, may have caused SPWA to violate, any applicable anti-bribery laws.



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14.6. Licensor represents, warrants and agrees that none of its owners, key employees, officers or agents is a Government Official.

15. Indemnification/Control of Litigation.

15.1. Indemnification. Each party (“Indemnifying Party”) hereby indemnifies, defends and holds harmless the other party and its parent(s), subsidiaries, successors, licensees, assigns, related and affiliated companies, their employees, officers, directors, agents, representatives and assigns (collectively, for the purposes hereof, “Indemnified Party”) from and against any and all liability, loss, damage, cost and expense, including, without limitation, reasonable outside attorneys’ fees (but excluding lost profits or consequential damages) arising out of any breach or alleged breach, or claim by a third party with respect to any warranty, representation or agreement made by the Indemnifying Party herein. SPWA agrees to defend and indemnify the Licensor against third party claims in connection with SPWA’s distribution of the Picture, provided such claims are not covered by Licensor’s indemnity hereunder. The Indemnified Party shall promptly notify the Indemnifying Party of any claim to which the foregoing indemnification applies and the Indemnifying Party shall undertake, at its own cost and expense, the defense thereof. The Indemnified Party may, at its option and expense, engage its own counsel. If the Indemnifying Party fails to promptly appoint competent and experienced counsel, the Indemnified Party may engage its own counsel and the reasonable charges in connection therewith shall promptly be paid by the Indemnifying Party. If the Indemnified Party settles or compromises any such suit, claim or proceeding, the amount thereof shall be charged to the Indemnifying Party, provided that the Indemnifying Party’s reasonable prior approval has been secured.

15.2. Control of Litigation. SPWA shall have the right to assume the defense of any claim made by a third party and arising from a breach or alleged breach of any representation, warranty or agreement of Licensor hereunder or that otherwise may be subject to the indemnity set forth in Paragraph 15.1, above. Licensor shall have the right as well as the obligation to consult and cooperate with SPWA in connection with any such claim and, upon SPWA’s request, to furnish SPWA with any and all evidence, materials or other information relevant thereto. Licensor shall have the right (at Licensor’s sole expense) to have Licensor’s own counsel present in connection with the defense of any such claim, provided that such counsel fully cooperates with SPWA’s counsel and in no way interferes with the handling of the case by SPWA’s counsel. Licensor understands and agrees that all aspects of the defense of any such claim, whether as part of any litigation, negotiations or otherwise (including, without limitation, any decision regarding any settlement), shall be controlled by SPWA, SPWA shall be free to use counsel of SPWA’s choice in connection therewith, and such control shall in no way abrogate or diminish Licensor’s obligations in Paragraph 15.1, above. Notwithstanding the foregoing, SPWA shall not settle any claim which adversely impacts Licensor’s rights without Licensor’s prior written consent (not to be unreasonably withheld or delayed).

16. Remedies/Governing Law/Legal Proceedings.

16.1. Licensor’s Remedies. If SPWA is in breach of any of the material provisions



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of this Agreement, including the failure to make any payment provided for herein at the time and in the manner herein required, and SPWA shall fail to cure such material breach within thirty (30) days (reducible to ten (10) business days with respect to payments) after written notice from the other party (“Cure Period”) then, subject to SPWA’s payment of the Minimum Guarantee as and when due, Licensor shall be limited to bringing an action at law to recover damages, and in no event shall Licensor or a party transferring rights or rendering services in connection with the Picture, be entitled to terminate or rescind this Agreement or SPWA’s rights with respect to the Picture or enjoin or restrain or otherwise interfere with, as applicable, SPWA’s distribution or exhibition of the Picture or SPWA’s use, publication or dissemination of any advertising issued in connection with the Picture.

16.2. SPWA’s Rights to Terminate. SPWA may terminate this Agreement in the event of (i) any failure of Licensor to perform any of its material obligations under this Agreement (excluding Delivery), which Licensor shall fail to cure within thirty (30) days after written notice from SPWA (“Licensor Cure Period”); (ii) upon expiration of the Delivery Cure Period, any failure of Licensor to make full and complete Delivery of the Picture in accordance with the terms of this Agreement; (iii) any material breach by Licensor of, or any material inaccuracy on Licensor’s part with respect to, any representation or warranty or any breach of any other material term or provision of this Agreement; (iv) if Licensor becomes insolvent, executes an assignment for the benefit of creditors, or takes advantage of any applicable insolvency or any other like statute, or a petition under any bankruptcy or liquidation act is filed by or against it, or a receiver is appointed for Licensor’s assets; (v) Force Majeure (as provided under and subject to Paragraph 19., below); or (vi) in the event that all the Conditions Precedent are not satisfied by the Delivery Date. If SPWA terminates this Agreement, SPWA shall be released and discharged from all further obligations under this Agreement, SPWA shall have all of its rights and remedies at law and in equity; provided, without limiting the foregoing, within thirty (30) days following such termination, Licensor shall repay to SPWA any portion of the Minimum Guarantee theretofore paid. SPWA’s right to terminate this Agreement shall be in addition to such other rights and remedies SPWA has at law and in equity, under this Agreement or otherwise.

16.3. Without limiting any other remedies available to it under this Agreement or by law, SPWA shall have the right to withhold and reserve from any monies whatsoever payable to Licensor or its designee hereunder, sums reasonably sufficient to secure SPWA from and against Licensor’s liabilities or the breach of any of its obligations under this Agreement; provided, such reserves shall be liquidated within a reasonable period if no claim is failed.

16.4. SPWA acknowledges that SPWA may not enjoin or restrain exploitation of the Picture outside the Territory which do not conflict with the requirements of this Agreement (e.g., the Licensor Holdbacks).

16.5. No Continuing Waiver. No waiver of any default or breach of this Agreement by either party shall be deemed a continuing waiver or a waiver of any other breach or default, no matter how similar.

16.6. Governing Law. The internal substantive laws (as distinguished from the choice of law rules) of the State of California and The United States of America applicable to



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contracts made and performed entirely in California shall govern (i) the validity and interpretation of this agreement; (ii) the performance by the parties of their respective obligations hereunder; and (iii) all other causes of action (whether sounding in contract or in tort) arising out of or relating to this Agreement, or the termination of this Agreement or otherwise relating to the Picture.

16.7. Arbitration. The parties acknowledge and agree that 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 Paragraph 16.7 (a “Proceeding”) (whether or not relating to the Picture or to any of the matters referred to in clauses (i), (ii) and/or (iii) of Paragraph 16.6, above) 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.

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

16.7.2. There shall be a record of the proceedings at the arbitration hearing and the Arbitral Board shall issue a Statement of Decision setting forth the factual and legal basis for the Arbitral Board’s decision. If neither party gives written notice requesting an appeal within ten (10) business days after the issuance of the Statement of Decision, the Arbitral Board’s decision shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the Los Angeles County Superior Court or, in the case of 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



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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 including the reasonable outside attorneys’ fees of the opposing party, unless the decision of the Arbitral Board is reversed, in which event the costs, fees and expenses of the appeal shall be borne as determined by the Appellate Arbitrators.

16.7.3. Subject to a party’s right to appeal pursuant to the above, neither party shall challenge or resist any enforcement action taken by the party in whose favor the Arbitral Board, or if appealed, the Appellate Arbitrators, decided. Each party acknowledges that it is giving up the right to a trial by jury or court. The Arbitral Board shall have the power to enter temporary restraining orders and preliminary and permanent injunctions. Neither party shall be entitled or permitted to commence or maintain any action in a court of law with respect to any matter in dispute until such matter shall have been submitted to arbitration as herein provided and then only for the enforcement of the Arbitral Board’s award; provided, however, that prior to the appointment of the Arbitral Board or for remedies beyond the jurisdiction of an arbitrator, at any time, either party may seek pendente lite relief in a court of competent jurisdiction in Los Angeles County, California or, if sought by SPWA, 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 SPWA, 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 Paragraph 16.7 shall supersede any inconsistent provisions of any prior agreement between the parties.

16.8. Legal Proceedings. SPWA, its successors and assigns, are hereby empowered to bring, prosecute, defend and appear in suits, actions and proceedings of any nature under or concerning infringement of or interference with any of the Rights granted hereunder in SPWA’s own name or in the name, stead and on behalf of Licensor, as SPWA may deem necessary, appropriate or desirable. SPWA will notify Licensor in writing forty-five (45) days prior to commencement of any suit, action or proceedings and keep Licensor informed



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as to the progress of any such action. Licensor may participate in any suit, action or proceeding using counsel of its choice. Licensor’s expenses will be reimbursed from any recovery in equal proportion with SPWA’s expenses. If SPWA fails to take necessary action, Licensor may, but will not be obligated to, take such action in Licensor’s or SPWA’s name with all recoveries belonging to Licensor. If Licensor elects not to participate, all recoveries in connection therewith shall belong solely to SPWA. If both parties participate, then all recoveries [after reimbursement of each party’s pro-rata out-of-pocket expenses and outside attorney’s fees] shall be divided pro-rata between the parties further to a good faith determination of each parties’ contribution towards such recoveries.

17. Insurance. From and after commencement of principal photography of the Picture, Licensor shall procure and maintain in full force and effect the following insurance:

17.1. Producer’s Errors & Omissions Liability Insurance. Standard Producer’s Errors & Omissions Liability insurance (“E&O Insurance”) issued by a nationally recognized insurance carrier (“Underwriter”) licensed in the states or countries where Picture will be distributed and assigned an A.M. Best Guide Rating of at least A:VII covering the Picture with minimum limits of at least Five Million U.S. Dollars (US$5,000,000) for any claim arising out of a single occurrence and Five Million U.S. Dollars (US$5,000,000) for all claims in the aggregate; provided, if Columbia agrees to different limits in connection with the domestic release, the foregoing limits (and the deductible set forth below) shall be amended to conform to such amounts. Such insurance: (i) shall provide coverage for a period of three (3) years from date of Delivery of the Picture (“Coverage Period”); (ii) shall carry a deductible no larger than Twenty-Five Thousand U.S. Dollars (US$25,000) (Licensor shall be responsible for all deductibles and retentions under Licensor’s policies); (iii) shall indicate Licensor as the “insured” or “named insured” party (“Named Insured”) that has entered into the E&O Insurance with the Underwriter; (iv) shall be endorsed to name Sony Pictures Worldwide Acquisitions Inc., its parent(s), subsidiaries, licensees, successors, related and affiliated companies, and their officers, directors, agents, employees, representatives and assigns as additional insureds (collectively and individually, “Additional Insureds”); (v) shall be endorsed by Underwriter to indicate coverage is primary and any insurance maintained by the Additional Insureds is non-contributory; (vi) shall provide coverage for any claims related to the Picture, SPWA’s exercise of any of the Rights granted hereunder and advertising and promotion materials created by Licensor with respect thereto, during the Coverage Period; and (vi) may not be cancelled without first providing the Additional Insureds with thirty (30) days written advance notice of cancellation or non-renewal. Licensor shall deliver to SPWA an original Certificate of Insurance and Additional Insured and Primary/Non-Contributory Endorsements signed by an authorized agent of the insurance company as part of delivery in accordance with the Delivery Schedule.

17.2. Production Insurance. General liability insurance and such other customary “production package” insurance (including, without limitation, cast insurance and negative insurance) (collectively, “Production Insurance”) which insurance shall cover all costs of abandonment (e.g., story costs, script, contingency, bond fees, and all direct costs of production) of the Picture. The Production Insurance obtained by Licensor for the Picture shall specifically include provisions for the insurance of the Essential Element(s) designated under



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this Agreement (“Essential Elements Insurance”).

18. Notice. Any notice or communications provided for hereunder must be in writing and delivered either personally, by telecopy or by registered mail, postage prepaid to the following addresses and shall be conclusively deemed to have been received by the addressee and to be effective on the day on which it is personally delivered to such party at the address set forth below (or to such other address as specified by like notice) or, if sent by registered or certified U.S. mail, on the fifth business day after the date on which it is mailed, postage prepaid, addressed to such party at such address, or if sent by telecopier on the day on which it is telecopied:

For Licensor:

Panorama Media, LLC 9536 Wilshire Boulevard, Suite 206 Beverly Hills, CA 90212 Attention: Marc Butan and Chris Corabi Telephone: (310) 858-1001 Facsimile: (310) 746-4599

For SPWA: Sony Pictures Worldwide Acquisitions Inc. 10202 West Washington Boulevard Culver City, CA 90232 Attention: Executive Vice President, Legal Affairs Telephone: (310) 244-6070 Facsimile: (310) 244-8103

19. Force Majeure. If either party’s performance hereunder is prevented by reason of an event of Force Majeure, then during the existence of such event, the effected party shall not be liable for its failure to timely perform its obligations hereunder and this Agreement shall be extended for a period equal to the delay caused by the occurrence of the Force Majeure. “Force Majeure” as used herein shall mean fire, flood, epidemic, earthquake, explosion, accident, labor dispute or strike, Act of God or public enemy, riot or civil disturbance, invasion, war (whether or not declared) or armed conflict, inability to obtain personnel or facilities, failure of common carriers, any municipal ordinance, any state or federal law, governmental order or regulation, order of any court of competent jurisdiction, restriction imposed by the Motion Picture Export Association of America, Inc. or any other similar thing or occurrence not within the control of that party. If such delay or interruption continues for more than six (6) months, SPWA may, at its option, terminate this Agreement and shall be entitled at that time to the return of any unrecouped Minimum Guarantee payments theretofore made and all out-of-pocket costs theretofore incurred under this Agreement prior to the time of the termination. Notwithstanding the foregoing, delays in Delivery of the Picture due to Force Majeure shall be limited to a period of thirty (30) days.

20. Holding of Monies. Licensor expressly acknowledges that Licensor has no right, title or interest of any kind or character whatsoever in or to the Defined Gross Receipts (or any



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portion thereof) from the Picture and that the same shall be and remain SPWA's sole and exclusive property, and that SPWA shall not be obligated to segregate the same from other funds, it being the intent and purpose hereof that Licensor Share are referred to herein merely as a measure in determining the time and manner of payment to Licensor and that SPWA shall not be deemed a trustee, pledgeholder or fiduciary thereof.

21. Security Interest. Subject only to the Permitted Liens (as defined below), Licensor hereby grants to SPWA a first priority security interest (“Security Interest”) in and to all right, title and interest of Licensor in the Picture, including without limitation in the Rights granted hereunder, the underlying rights therein and the physical elements thereto (collectively, “Collateral”) to secure all of SPWA’s rights hereunder, including without limitation, the right of access to the Materials, SPWA’s recoupment rights hereunder and the right to any monies SPWA may be able to obtain from the exploitation of the Rights granted in this Agreement, and Licensor’s timely performance of its obligations hereunder; such Security Interest shall be subordinate in priority only to those customary security interests held by: (i) the guilds (e.g., Screen Actors Guild (“SAG”), the Writers Guild of America (“WGA”), the Director’s Guild of America (“DGA”), as applicable); (ii) if applicable, the financing entitles for the Picture; and (iii) if applicable, the completion bond company for the Picture (collectively, “Permitted Liens”). Notwithstanding the foregoing, upon payment of the Minimum Guarantee, any Permitted Lien in favor of the financing entities for the Picture and/or completion bond company for the Picture shall be subject to customary non-disturbance arrangements until payment of the Minimum Guarantee and subordinated to the Security Interest to the extent of the Rights upon payment of the Minimum Guarantee. Except for the Permitted Liens, Licensor warrants and represents that it has not previously assigned, granted or transferred any interest in or lien on the Collateral to any party which would conflict, interfere or be inconsistent with the Security Interest granted to SPWA herein, Licensor hereby irrevocably authorizes SPWA to file, at any time and from time to time and in any jurisdiction, without the signature of Licensor, one (1) or more financing or continuation statements and amendments thereto, relating to the Collateral. Licensor agrees to execute such other and further documents, including but not limited to, the Laboratory Pledgeholder Agreement, a security agreement (“Security Agreement”), other security documentation required by SPWA, and any such other document as SPWA may require to perfect, protect or evidence the foregoing Security Interest. If Licensor fails to deliver such security documents within thirty (30) days after SPWA’s request therefor, Licensor irrevocably appoints SPWA to execute such security documents as Licensor’s attorney-in-fact, coupled with an interest.

22. Assignment.

22.1. SPWA shall have the right, at any time, to sell, transfer, assign, or hypothecate any or all of its right, title and interest in and to the Picture (and the Rights hereunder) and the negative and copyright thereof to any party, person, or entity without limitation; provided that any such sale, transfer, assignment, or hypothecation shall be subject to Licensor’s rights hereunder. Upon the purchaser, transferee or assignee assuming in writing the performance of SPWA’s executory obligations hereunder in place and stead of SPWA, SPWA shall, provided that such purchaser, transferee or assignee is at the time of its assuming



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performance a major studio, US television network or comparably financially responsible party, be released and discharged of and from any further liability or obligation hereunder and none of the monies or other consideration received by, or paid or payable to, SPWA shall constitute Defined Gross Receipts, and Licensor shall have no rights in respect of any thereof.

22.2. Licensor may not enter into any assignment of its rights and obligations hereunder, without SPWA’s prior written approval. Licensor may, however, assign Licensor’s right to receive the monies payable to Licensor hereunder, provided, however, that (i) any such assignment shall be in writing and in form and substance satisfactory to SPWA; (ii) SPWA shall not be required to accept or honor any assignment or assignments which would result in requiring SPWA to make payments to an aggregate of more than two (2) parties unless a single party is designated to receive and disburse all monies payable to Licensor and all other parties entitled to share therein; (iii) in no event shall any party other than Licensor have the right to audit SPWA’s records by reason of such assignment; and (iv) any such assignment shall at all times be subject to all pertinent laws and governmental regulations and to all of the rights of SPWA hereunder. Notwithstanding the foregoing, after Delivery has been completed, following thirty (30) days prior written notice to SPWA, Owner and/or Agent may each assign this Agreement to an entity which acquires all or substantially all of such entity’s assets or with or into which such entity is merged or consolidated.

22.3. Gardner v. Nike. Notwithstanding any contrary provision of this Agreement, SPWA shall have the unrestricted right to assign or license to any person, on either an exclusive or non-exclusive basis, or otherwise exploit, any or all rights, licenses or privileges with respect to the Picture or any production produced hereunder by such manner and means and on such terms and conditions as SPWA deems appropriate, including without limitation the assignment or licensing of any exhibition, performance, broadcasting, or distribution rights to exhibitors, broadcasters, subdistributors, consumers, end-users and other persons and the granting to such third parties of the right to further license or assign the rights granted to them by SPWA. Nothing contained in this Agreement is intended to limit or restrict in any manner the full and unrestricted exercise by SPWA (and its licensees) of any rights in and to the Picture or any production produced hereunder as SPWA deems appropriate, and this Paragraph 22.3 is intended by the parties to be a specific consent by Licensor to such licensing and assignment (and further licensing and assignment by SPWA and its assignees and licensees) and to overcome any restrictions on such licensing or assignment arising under the case Gardner v. Nike.

23. Miscellaneous.

23.1. This Agreement consists of these provisions, the attached exhibits and schedules all of which exhibits and schedules are herein incorporated by this reference and made a part hereof. In the event of any conflict between the provisions of this Agreement and any of the Schedules attached hereto, the terms of this Agreement shall control. Nothing contained herein shall be deemed to create a relationship of partnership, joint venture, agency, fiduciary or employment between the parties.



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23.2. This Agreement sets forth the entire understanding of the parties regarding the subject matter hereof and supersedes all prior oral or written agreements between them.

23.3. This Agreement may not be changed, modified, amended or supplemented, except in a writing signed by both parties.

23.4. Paragraph headings are inserted herein for convenience only and do not constitute a part of this Agreement.

23.5. Neither Licensor nor SPWA shall disclose to any third party (other than its respective employees, directors, and officers, in their capacity as such on a need-to-know basis), any information with respect to the financial terms and provisions of this Agreement except: (i) to the extent necessary to comply with the law or the valid order of a court of competent jurisdiction, in which event(s) the party making such disclosure shall so notify the other as promptly as practicable (if possible, prior to making such disclosure) and shall seek confidential treatment of such information; (ii) to the extent necessary to comply with S.E.C. or similar disclosure requirements; (iii) to its parent and affiliated companies, their banks (and their respective advisors and attorneys), prospective financiers and investors (and such persons’ investment bankers, agents, attorneys, accountants and necessary experts), auditors, investment bankers, attorneys and similar professionals, provided that such companies, banks, advisors, financiers, investors, investment bankers, experts, auditors, accountants, attorneys and similar professionals agree to be bound by the provisions of this subparagraph; (iv) as necessary and as applicable, to the Completion Guarantor and to Lenders, provided that such Completion Guarantor and such Lenders, respectively, agree to be bound by the provisions of this paragraph; and (v) in order to enforce its rights pursuant to this Agreement.

23.6. Licensor and SPWA shall execute, acknowledge and deliver any and all further documents that are necessary, expedient or proper to implement, administer and effectuate the purpose and intent of this Agreement.

23.7. Time is of the essence of this Agreement and of the obligations required hereunder.

23.8. The invalidity, illegality or unenforceability of any provision of this Agreement, pursuant to judicial decree, shall not affect the validity or enforceability of any other provision of the Agreement, all of which shall remain in full force and effect.

23.9. The parties agree that each party and its counsel have reviewed and revised this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement of any subsequent amendment hereto or thereto, or exhibits herein or therein.

Delivery Schedule

E:\LEGAL\Steinberg\Panorama\AmBull\Distribution Agreement 5.1.docx 1

SCHEDULE A

D E L I V E R Y S C H E D U L E

DELIVERY OF EACH PICTURE TO COLUMBIA SHALL NOT BE COMPLETE UNLESS AND UNTIL:

(1) ALL THE ITEMS LISTED BELOW ARE SUBMITTED TO THE APPLICABLE DESTINATION AND INDIVIDUAL LISTED BELOW WITH A COPY OF A TRANSMITTAL LETTER TO COLUMBIA, 10202 WEST WASHINGTON BOULEVARD, CULVER CITY, CALIFORNIA 90232, ATTENTION: DOUGLAS BLAKEY; AND

(2) COLUMBIA CONFIRMS ACCEPTANCE OF SUCH DELIVERY. COLUMBIA SHALL HAVE A PERIOD OF THIRTY (30) DAYS AFTER SUBMISSION OF AN ITEM TO INSPECT THE SAME. IF A SUBMITTED ITEM IS DEFICIENT, COLUMBIA SHALL SO NOTIFY COMPANY IN WRITING AND COMPANY SHALL HAVE A PERIOD OF TEN (10) DAYS FOLLOWING RECEIPT OF SUCH NOTICE TO CORRECT THE DEFICIENCY. IF COLUMBIA FAILS TO GIVE WRITTEN NOTICE OF A DEFICIENCY IN A SUBMITTED ITEM WITHIN SUCH THIRTY (30) DAY PERIOD, THEN THE SUBMITTED ITEM WILL BE DEEMED FULLY DELIVERED.

NOTWITHSTANDING ANY CONTRARY PROVISION OF THE AGREEMENT, CERTAIN MATERIALS, AS INDICATED BELOW, REQUIRED BY COLUMBIA IN CONNECTION WITH THE ADVERTISING AND/OR PUBLICITY OF THE PICTURE MUST BE DELIVERED AS SOON AS AVAILABLE (i.e., IRRESPECTIVE OF THE OUTSIDE DATE FOR DELIVERY OF THE PICTURE SET FORTH IN THE AGREEMENT).

I. ANSWER PRINT, CHECK PRINT, AND DIGITAL CINEMA PACKAGE

MATERIALS TO BE DELIVERED TO COLUMBIA PICTURES, 10202 WEST WASHINGTON BOULEVARD, CULVER CITY, CALIFORNIA 90232, ATTENTION: JOHN NAVEIRA, EXECUTIVE VICE PRESIDENT - POST PRODUCTION.

A. (1) 35mm Positive Answer Print with SDDS/SR-D/DTS/SR Cyan Dye Soundtrack: One (1) complete, final, first-class 35mm composite positive print, conforming in all respects to the "Picture Specifications" set forth in the agreement between (Company) and Columbia, fully cut, fully color corrected and balanced to release print standards in the color process in which the Picture was photographed, titled and assembled from the laser-recorded digital negative specified in II.A.(1) below or original fully cut negative (II.A.(3)) and with the fully mixed soundtrack negative specified in Paragraph II.A.(6) below (such soundtrack to be a SDDS/SR-D/DTS/SR digital soundtrack) in perfect synchronization throughout with the photographic action thereof. Such print shall be without scratches, spots, abrasions, dirt, cracks, tears or any other damage of any kind whatsoever. Quality of the picture image and of the soundtrack shall conform to the quality established by current practice in pictures made by major motion picture studios in Los Angeles County, California. The print shall have been made on Eastman Kodak safety photographic raw stock. The print shall conform to SMPTE Standards applicable at the time of manufacture. The print shall be delivered on metal reels in metal carrying cases.

(2) 35mm Positive Check Print with SDDS/SR-D/DTS/SR Cyan Dye Soundtrack: One (1) new, complete 35mm 1-Light composite color print with SDDS/SR-D/DTS/SR digital soundtrack in perfect synchronization throughout with the photographic action thereof which shall be the first Columbia approved print manufactured from the Internegative specified in II.A.(5) below and the soundtrack negative specified in II.A.(6) below. The Check Print shall be without scratches, spots, abrasions, dirt, cracks, tears or any other damage of any kind whatsoever. The quality of the picture image and of the soundtrack shall conform to the quality established by Columbia's current practice. The Check Print

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shall be made on Eastman Kodak safety photographic stock and shall be delivered on metal reels in metal carrying cases.

(3) 2K Digital Cinema Package (DCP) on USB Hard Drive: One (1) complete 2K Digital Cinema Package (DCP), manufactured in accordance with the SMPTE Digital Cinema Package standards in affect at the time of manufacture [Compressed (JPEG 2000), Encrypted (AES-128), Wrapped (MXF) file] on Columbia approved USB2 or Firewire hard drive with EXP3 formatting,compiled with all applicable Image, uncompressed Audio, and Subtitle files which shall be the first Columbia approved DCP created from the Digital Cinema Distribution Master-Image (DCDM-Image) specified in II.A.(2) below and the Digital Cinema Distribution Master-Audio (DCDM-Audio) specified in II.A.(7) below and with MPAA rating card affixed after the applicable Columbia designated distribution entity static tail logo. Deluxe Lab (Deluxe Digital Media) must manufacture the DCP. The quality of the picture image and of the soundtrack(s) shall conform to the quality established by Columbia's current practice. NOTE: this will include embedded Verance audio watermark technology.

(4) Distribution Key Delivery Message (KDM) File: One (1) key delivery message file targeted to the mastering devices specified by Sony Pictures, useable for I.A.(3) above, or the mastering device specified by Sony Pictures.

II. PRE-PRINT MATERIALS.

DELIVERY OF ALL OR ANY ITEM(S) OF PICTURE MATERIAL LISTED BELOW SHALL NOT BE CONSIDERED COMPLETE UNLESS AND UNTIL HELD BY THE LABORATORY EXCLUSIVELY FOR COLUMBIA'S ACCOUNT; PROVIDED THAT DELIVERY ITEMS, IF ANY, INDICATED AS "ACCESS" SHALL BE CONSIDERED COMPLETE WHEN SUCH ITEMS ARE HELD BY THE LABORATORY SUBJECT TO AN IRREVOCABLE LABORATORY ACCESS LETTER IN A FORM APPROVED BY COLUMBIA.

IMPORTANT NOTE FOR “TITLES”: WHEN PHOTOGRAPHING A PICTURE WITH ANAMORPHIC LENSES (2.40:1), FLAT (1.85:1), OR AS AN ANAMORPHIC EXTRACTION FROM SUPER-35, UNLESS OTHERWISE SPECIFIED BY COLUMBIA IN WRITING, THE TITLES (MAIN, END, TRANSLATIONS, LOCALES, DATES, ETC.) SHALL BE COMPOSED SO THAT THE LETTERING OF THE TITLES SHALL APPEAR WITHIN THE 1.33:1 TV ASPECT RATIO "SAFE TITLE AREA" FOR ANY TELEVISION EXHIBITION OF THE PICTURE.

A. MATERIALS TO BE DELIVERED TO DELUXE LABORATORIES, INC., 1377 N. SERRANO AVENUE, HOLLYWOOD, CALIFORNIA 90027 (OR SUCH OTHER LABORATORY OR DESTINATION AS MAY BE DESIGNATED BY COLUMBIA).

(1) 35mm Laser-Recorded 2K Digital Negative (DN): Whenever the Picture has been color-corrected via Digital Intermediate (DI), one (1) 2K-resolution laser-recorded Kodak color FULL FRAME picture negatives on estar base stock and original Data Files (format to be approved by SPE) on LTO3 data tape, conforming in all respects to the Picture Specifications, titled and conformed in all respects to the composite sample positive print specified in Paragraph I.A.(1) above, with such negative to have the animated head and static tail logos of the applicable Columbia distribution entity attached thereto, and with MPAA rating card affixed immediately after the end credits. The digital negative shall not contain any physical damage.

(2) Digital Cinema Distribution Master - Image (DCDM-Image): One (1) Digital Cinema Distribution Master – Image in TIFF (.tiff) 16-bit, X,Y,Z file format, manufactured in accordance with the SMPTE Digital Cinema Distribution Master-Image standards in

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affect at the time of manufacture, conforming in all respects to the Picture Specifications, titled and conformed in all respects to the composite sample positive print specified in Paragraph I.A.(1) above, with such DCDM-Image to have the animated head and static tail logos of the applicable Columbia designated distribution entity appended thereto.

(3) INTENTIONALLY DELETED.

(4) 35mm Picture Interpositive: One (1) 35mm FULL FRAME, acetate interpositive, fully titled, color corrected, capable of reproducing a 1-light internegative, made from the digital picture negative specified in Paragraph II.A.(1) above or from the original picture negative II.A.(3) above.

(5) 35mm Picture Internegative: One (1) 35mm 1-light (estar base) internegative made from the acetate interpositive specified in Paragraph II.A.(4) above.

(6) 35mm SDDS/SR-D/DTS/SR Digital Stereo Optical Soundtrack Negative: Two (2) 35mm wholly original, brand new, English language version SDDS/SR-D/DTS/SR stereo optical soundtrack negatives, made from the print masters specified in III.A.(2) and (3) below, fully cut, assembled and conformed in all respects to the answer print. Such soundtrack negatives shall contain the soundtrack for the Columbia designated animated logo. The soundtrack negatives shall not contain any physical damage and all splices shall be sound and secure. NOTE: this will include embedded Verance audio watermark technology.

(7) Digital Cinema Distribution Master - Audio (DCDM-Audio): One Digital Cinema Distribution Master-Audio (DCDM-Audio) on Windows/Mac/Unix compatible DVD-R or other DCI-compliant media, consisting of a complete set of English language version uncompressed 48K Broadcast Wave Audio Format files made from the print masters specified in III.A.(2) and (3), conformed to be in perfect synchronization with the DCDM-Image in II.A(2) above, and manufactured in accordance with the SMPTE Digital Cinema Distribution Master-Audio standards in affect at the time of manufacture.

B. MATERIALS TO BE DELIVERED TO PRO-TEK MEDIA PRESERVATION SERVICES, 3110 N. SAN FERNANDO BLVD., BURBANK, CALIFORNIA 91504-2503, ATTENTION: JIM HARWOOD.

(1) Digital (YCM) Separation Fine Grain Master Negatives: If created, access to one (1) set of three (3) complete 35mm separation master negatives (YCM) made from the DI data specified in II. A. (2) above, laser-recorded on estar base 35mm film stock or if authorized by Columbia when the Picture has not been color-corrected via Digital Intermediate (DI), one (1) set of three (3) complete 35mm separation master positives (YCM) made from the original picture negative specified in Paragraph II.A.(3) above, wet-gate photographed on estar base 35mm film stock.

C. MATERIALS TO BE DELIVERED TO SPE WORLDWIDE MARKETING, SONY STUDIOS, JIMMY STEWART BUILDING, 10202 W. WASHINGTON BLVD., CULVER CITY, CALIFORNIA 90232, ATTENTION: ARTHUR SHAPIRO OR DELIVER TO SPECIFIED FACILITY OR PROVIDE ACCESS AS SPECIFIED BY SPE WORLDWIDE MARKETING. THE FOLLOWING MATERIALS SHALL BE DELIVERED AS SOON AS AVAILABLE.

(1) 35mm Trailer Interpositives and/or Digital Files and/or 35mm Original Negative: If created, with respect to scenes selected by Columbia or on its behalf for the making of the trailers to be used in connection with the distribution of the Picture.

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(2) Trailer DA-88 and/or Digital Files and/or 35mm Magnetic Transfers of the separate dialogue, music and effects tracks, if created.

D. MATERIALS TO BE DELIVERED TO COLUMBIA PICTURES, 10202 W. WASHINGTON BLVD, CULVER CITY, CALIFORNIA 90232. ATTENTION: VINCENT SCOTTI, VICE PRESIDENT – INTERNATIONAL POST PRODUCTION.

(1) 35mm Textless Background Original Negative and Digital Data Files: Access to the 35mm original negative, and original Data Files (format to be approved by SPE) on LTO3 data tape, of ALL background material (textless, i.e., without any superimposed lettering) to the main, credit, insert and end titles of the Picture and of photographic effects present in the titled negative specified in Paragraph II.A.(1) above, such as fades, dissolves, blowups, freeze frames, multiple exposures, etc. The head end of the textless main title must include the Columbia animated logo.

(2) 35mm Textless Background Print: Access tone (1) 35mm print made from Paragraph II.D.(1) above.

(3) 35mm Textless Background Interpositive: Access to one (1) 35mm interpositive made from Paragraph II.D.(1) above.

(4) All title and text elements, including subtitles, free from feature background to be delivered as 35mm film elements or data files on LTO5 tape exactly matching the original fully cut negative.

III. SOUND MATERIALS.

DELIVERY OF ALL OR ANY ITEM(S) OF PICTURE'S AUDIO ELEMENTS LISTED BELOW SHALL NOT BE CONSIDERED COMPLETE UNLESS AND UNTIL HELD BY THE SOUND FACILITY EXCLUSIVELY FOR COLUMBIA'S ACCOUNT.

AUDIO DELIVERY METHODOLOGY AND ARCHIVING: Unless otherwise authorized by Columbia Pictures, all audio files depicted in this section including, stems, print masters M&Es, pre-dubs, pre-dub “super sessions”, sound editorial sessions and all music materials must be delivered on approved USB2 or Firewire transport drive(s) to the SPE location specified in III.A below for archiving onto Sony Pictures Entertainment's (SPE) Audio Archive System. Upon receipt at SPE, the files will be copied onto LTO5 Tape and all relevant metadata will be entered into the system. A Columbia approved metadata form must be delivered with the transport drive(s) containing the audio files to SPE. This will include but is not restricted to the type of audio files that were created for each reel, the Final Version Date/# and LFOP [Last Frame of Picture] (in both Time Code and Footage), as well as other relevant information. This document is detailed in Schedule 1, Audio Engineering Specs. All audio files will be verified before accepting delivery as complete. For Stems, Print Masters, and M&Es, and MO disk deliverables will also be created; for pre-dubs and pre-dub “super sessions”, sound editorial sessions, and all music materials the data archive is sufficient. ALL AUDIO MUST BE NAMED, FORMATTED, AND DELIVERED TO SPECIFICATIONS AS DETAILED IN THE SPE AUDIO ENGINEERING SPECIFICATIONS attached IN SCHEDULE “1.” The audio file format must be Pro Tools 6.9 or later with Broadcast Wave audio files at 48K or 96K sampling rate with 24 bit resolution at a frame rate of true 24 fps. Further sample and frame rate restrictions are detailed in the section “THEATRICAL AUDIO DELIVERY: For Producer’s Technical Employees.” Restrictions: DA88 and DAT are unacceptable for master delivery at any time. Pro Tools version 4.3-6.8 with Sound Designer 2 audio files are not accepted for delivery without Columbia's written consent, nor is any other file format including DADR native, Waveframe or Akai native.

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A. DIGITAL FILES FOR ARCHIVING TO BE DELIVERED TO SPE SOUND SERVICES 10202 WEST WASHINGTON BLVD, CULVER CITY, CA 90232, ATTENTION: ROBIN HASKINS (310) 244-5467 (OR SUCH OTHER SOUND FACILITY AS MAY BE DESIGNATED BY COLUMBIA).

INTENTIONALLY DELETED..

(1) Domestic Dub ("Stems"): One (1) set of separate Multiple Track Dialogue-Music-Effects–Extra ("Stems") digital discrete audio masters of the final domestic dub used to manufacture the final multi-track stereo printing masters as specified in paragraphs III.A. (2, 3 and 4) in perfect synchronization with the digital picture negative specified in Paragraph II.A.(1) above. Stems are to be delivered on USB2 or Firewire drive, and uncompressed MO disk.

(2) 6-Channel Domestic Dub Digital Multi-track Stereo Master (“6 track printmaster”): One (1) digital discrete 6-Channel multi-track printing master, mixed down from the stems in paragraph (III.A.(1) above), to be used to manufacture the stereo optical soundtrack negative and audio DCDM, which is in perfect synchronization with the digital picture negative specified in Paragraph II.A.(1) above, and conforms to the track format, manufacturing, and recording specifications for 6 track sound masters in effect as of the date of delivery. This 6 track printmaster is to be delivered on USB2 or Firewire drive, and uncompressed MO disk.

(3) Watermarked 6-Channel Domestic Dub Digital Multi-track Stereo Master: One (1) digital discrete watermarked 6-channel multi-track printing master identical to III.A.(2) above, and including embedded Verance watermark technology.

(4) 8-Channel SDDS Domestic Dub Digital Multi-track Stereo Printing Master: (Only if the picture has an 8-channel sound track). One (1) SDDS digital discrete 8-Channel multi-track stereo printing master, to be used to manufacture the stereo optical soundtrack negative and audio DCDM, which is in perfect synchronization with the digital picture negative specified in Paragraph II.A.(1) above, and conforms to the track format, manufacturing, and recording specifications for SDDS sound masters in effect as of the date of delivery. A separate SDDS printing master is not required in addition to the 6 track printmaster in III.A.(2) above if the picture has a 6-Channel sound track. This 8 track SDDS printmaster is to be delivered on USB2 or Firewire drive, and uncompressed MO disk.

(5) If created, a watermarked 8-Channel SDDS Domestic Dub Digital Multi-track Stereo Printing Master: One (1) digital discrete watermarked 8-channel multi-track printing master identical to III.A.(4) above, and including embedded Verance watermark technology.

(6) Dolby SR Two-Track Stereo Domestic Dub Digital Printing Master: One (1) digital discrete 2-Track printing master (a.k.a. SVA) to be used to manufacture the Dolby SR Analog Stereo Optical Sound Track Negative which is in perfect synchronization with the digital picture negative specified in II.A.(1) above, and conforming to the track format, manufacturing, and recording specifications for Dolby SR sound masters in effect as of the date of delivery. This Dolby SR discrete printmaster is to be delivered on USB2 or Firewire drive, and uncompressed MO disk.

(7) Watermarked Dolby SR Two-Track Stereo Domestic Dub Digital Printing Master: One (1) digital discrete watermarked Two-track printing master identical to III.A.(6) above, and including embedded Verance watermark technology.

(8) Dolby SR-D [digital] 6-Track /SR [analog] 2-Track Compressed MOD: One (1) 6-track SR-D/SR 2-Track “Dolby Digital” MO Disk using proprietary Dolby compression technologies, used to make the optical soundtrack negatives in Paragraph II.A.6 above,

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which is in perfect synchronization with the digital picture negative specified in Paragraph II.A.(1) above, and conforms to the track format, manufacturing, and recording specifications for Dolby SR-D/SR compressed MOD’s in effect as of the date of delivery.

(9) Watermarked Dolby SR-D [digital] 6-Track /SR [analog] 2-Track Compressed MOD: One (1) digital discrete watermarked 6--track MOD identical to III.A.(8) above, and including embedded Verance watermark technology.

(10) DTS Digital Multi-track Stereo Printing Master: Only if specifically requested by Columbia, One (1) DTS digital discrete 6-Channel multi-track printing master, the DTS release print CD’s, and which is in perfect synchronization with the digital picture negative specified in Paragraph II.A.(1) above, and conforms to the track format, manufacturing, and recording specifications for DTS discrete sound masters in effect as of the date of delivery. If a special DTS printmaster is not specifically requested by Columbia, the DTS CD’s will be manufactured from the 6 track printmaster in paragraph III.A.(2) above. The DTS printmaster is to be delivered on USB2 or Firewire drive, and uncompressed MO disk.

(11) DTS Release Print CDs: One (1) Complete set of DTS Release Print CDs manufactured either from the 6 track printmaster in paragraph III.A (2) above, or from a specially requested DTS printmaster III.A.(6) above in perfect synchronization with the original picture negative specified in Paragraph II.A.(1) above.

(12) (6+2) Digital International Multi-track Stereo Music and Effects Master: One (1) 6+2 digital discrete multi-track music and effects (M&E) master, conforming to the International track format, manufacturing, and recording specifications for 6+2 International sound masters in effect as of the date of delivery. The effects in this dub must be fully filled and mixed in the same manner as the domestic dub and in perfect synchronization with the digital picture negative specified in Paragraph II.A(1) above and the printing masters in III.A.(2) and (4) above. If separate Multi-Track Stereo Optional M+E unit(s) (paragraph III.A (10) below) are created for the title, Channel 7 is left blank unless specifically directed otherwise by Columbia. If separate optional unit(s) are not created, then Channel 7 is the Extra or Optional Materials that are not included in the M+E Master, such as special sound elements peculiar to the Picture (e.g., grunts, groans, shouts, screams, breaths, echoes, foreign language dialogue, chanting, singing, source audio material, etc.). In no case should Channel 7 contain a mono mixdown of the Multi-Track Stereo Optional M+E. Channel 8 is the Dialogue Guide Track containing a mono mix of the Native (e.g., English) language dialogue. The 6+2 M&E is to be delivered on USB2 or Firewire drive, and uncompressed MO disk.

(13) SDDS Digital International Multi-track Stereo Music and Effects Master: Only if an 8-channel SDDS domestic Printing Master has been made (III.A.(3) above), one (1) 8-Channel SDDS digital discrete multi-track music and effects (M&E) master, conforming to the International track format, manufacturing, and recording specifications for SDDS International sound masters in effect as of the date of delivery. The effects in this dub must be fully filled and mixed in the same manner as the domestic dub and in perfect synchronization with the digital picture negative specified in Paragraph II.A(1) above and the printing masters in III.A.(2), (3) and (4) above. The SDDS M&E is to be delivered on USB2 or Firewire drive, and uncompressed MO disk.

(14) Digital International Multi-track Stereo Music and Effects "Optional Units": Only if requested by Columbia Pictures, one or more digital discrete multi-track music and effects (M&E) "Optional" units, conforming to the International track format, manufacturing, and recording specifications for International sound masters in effect as of the date of delivery. This contains Extra or Optional Materials that are not included in the Music and Effects Master, such as special sound elements peculiar to the Picture (e.g.,

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grunts, groans, shouts, screams, breaths, echoes, foreign language dialogue, chanting, singing, source audio material, etc.), with panning and treatments exactly as they were in the multi-track printing master; in perfect synchronization with the digital picture negative specified in Paragraph II.A(1) above and the printing masters in III.A.(2), (3) and (4) above. "Optional" units will be made on a per-title basis at the discretion of SPE Post Production depending on the type of optional content the Picture may contain. The track layout for tracks 1-7 are to be dictated by what best suits the film and is generally determined on the stage during the M&E mix. A Dialogue Guide Track, containing a mono mix of the Native (e.g., English) language dialogue, should be placed on track 8 unless the track is needed for optional material. The Optional M&E units are to be delivered on USB2 or Firewire drive, and uncompressed MO disk.

(15) Pre-dub Elements/”Pre-dub Super Sessions” : All Dialog, ADR, Effects, Foley, Music and other "pre-dub” materials that were used to create the final mix stems in paragraph III.A.(1) above must be delivered as separate units, typically as one or more 8 channel pre-dubs per audio component type e.g. Dialog, Effects, Foley. Pre-dub “Super Sessions” are now accepted as fulfillment for the pre-dub delivery requirement if the production utilized these as sources in making the final stems rather than individual pre-dubs. These “Pre-Dub Super Sessions” tracks must be clearly labeled within the session, contain only the material used as sources for the final stems, and should not contain any general sound editorial material. Sound editorial material is to be delivered separately per paragraph III.A.(12). The pre-dub units or sessions are to be delivered on USB2 or Firewire drive for archiving only.

(16) “Sound Editorial Sessions”: These are the sound editors’ sessions that are typically individual unmixed sound elements which are played as source material for the pre-dubs or individual spot effects for the final mix stems on the mixing stage. Note that these are not accepted in lieu of the individual master deliverables depicted in 1-11 above. The Sound Editorial sessions are to be delivered on USB2 or Firewire drive for archiving only.

(17) Music Only Multi-track Materials:

(a) All multi-track recordings of original music score, including both master takes and outtakes. These are to be delivered on USB2 or Firewire drives for data archiving only.

(b) A log sheet containing all cues, takes and titles on the hard drives, with indication if the take is a master or outtake.

(c) All multi-track dub downs of original music recordings including record mixes (if such exist) and four (4) CDs transfers thereof.

(d) Workstation Sessions and audio files used to create the mixdowns in paragraph III.A.(13c) above. These are to be delivered on USB2 or Firewire drives for data archiving only.

(e) “Music Editorial Sessions”. These are the music editor’s sessions and audio files which were used on the mixing stage to create the final mix stems in paragraph III.A.(1). These are to be delivered on USB2 or Firewire drives for data archiving only.

IV. VIDEO MASTER MATERIAL.

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MATERIALS TO BE DELIVERED TO SONY PICTURES POST-PRODUCTION SERVICES, 10202 WEST WASHINGTON BOULEVARD, STAGE 6, FOURTH FLOOR, CULVER CITY, CALIFORNIA 90232, ATTENTION: RICHARD SCHOENBERGER, VICE PRESIDENT – DIGITAL MASTERING.

References made to the SPE feature mastering technical specifications and attached as Schedule 4 and incorporated herein by this reference, for more detailed engineering parameters.

All of the following materials must be prepared at a facility pre-approved by Columbia.

A. One (1) HDCAM-SRW High Definition digital 4X3 pan/scan (1.33) master manufactured from the theatrical 35mm interpositive or from the data files if feature is a digital intermediate with theatrical stereo on Channels 1 & 2, or if produced in mono, mono on Channels 1 & 2, fully filled music and effects on Channels 3 & 4, on Channels 5 - 10 the 5.1 audio mix in the following configuration: Channel 5 - Left; Channel 6 - Right; Channel 7 - Center; Channel 8 - Subwoofer; Channel 9 - Left Surround and Channel 10 - Right Surround, textless backgrounds, and foreign language titles, if available, on the tail. If the Picture is hard matted or Cinemascope, then panning and scanning is required.

B. One (1) HDCAM-SRW High Definition digital 16X9 Full Frame master when feature is released theatrically in 1.85 or 1.78 OR 16x9 Letterbox master when feature is released theatrically in 2.40 manufactured from the theatrical 35mm interpositive or from the data files if feature is a digital intermediate with theatrical stereo on Channels 1 & 2, or if produced in mono, mono on Channels 1 & 2, fully filled music and effects on Channels 3 & 4, on Channels 5 - 10 the 5.1 audio mix in the following configuration: Channel 5 - Left; Channel 6 - Right; Channel 7 - Center; Channel 8 - Subwoofer; Channel 9 - Left Surround and Channel 10 - Right Surround, textless backgrounds, and foreign language titles, if available, on the tail.

C. One (1) HDCAM-SRW High Definition digital 16X9 pan/scan (1.78) master manufactured from the theatrical 35mm interpositive or from the data files if feature is a digital intermediate when original theatrical aspect ratio is 2.40 or other scope measurement with theatrical stereo on Channels 1 & 2, or if produced in mono, mono on Channels 1& 2, fully filled music and effects on Channels 3 & 4, on Channels 5 - 10 the 5.1 audio mix in the following configuration: Channel 5 - Left; Channel 6 - Right; Channel 7 - Center; Channel 8 - Subwoofer; Channel 9 - Left Surround and Channel 10 - Right Surround, textless backgrounds, and foreign language titles, if available, on the tail.

D. INTENTIONALLY DELETED.

E. INTENTIONALLY DELETED .

F. INTENTIONALLY DELETED.

G. INTENTIONALLY DELETED.

H. INTENTIONALLY DELETED.

I. INTENTIONALLY DELETED.

J. INTENTIONALLY DELETED.

K. INTENTIONALLY DELETED.

L. INTENTIONALLY DELETED.

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V. TELEVISION AND AIRLINE VERSIONS.

All television audio masters to be delivered to Columbia Pictures on Digital media (if the audio for the Picture was created digitally). Digital audio masters recorded on fixed hardware media (ProTools) must be transferred to UNCOMPRESSED MAGNETO- OPTICAL DISK ("MO") or DVD for delivery to Columbia. The digital audio format should be ProTools 4.3 or later session format at 24-bit resolution, which can be written by most current digital dubbing systems. ProTools sessions can be delivered on CD or DVD with all media. The dubbing system's native file format is not acceptable without prior Columbia authorization. Restriction: DA88 and DAT are unacceptable for Television and Airline master delivery unless specifically requested in the below text.

Reference is made to the "SPE AUDIO ENGINEERING SPECIFICATIONS FOR DELIVERY SCHEDULES" attached as Schedule "1" and incorporated herein by this reference, for more detailed audio engineering parameters. Minimum bit-depth and sampling rate for all digital audio elements are 24-bit with 48kHz sampling referenced to 60Hz.

ALL MATERIALS TO BE DELIVERED TO SPE FILM SERVICES 3110 N. SAN FERNANDO ROAD, BURBANK, CA 91504, ATTENTION: JOHN BELKNAP (818) 543-0650 (OR SUCH OTHER SOUND FACILITY DESTINATION AS MAY BE DESIGNATED BY COLUMBIA).

A. Television Version: The basic procedure and technical specifications for preparation of the television version of the Picture ("TV Version") is summarized on Schedule "2" attached hereto and incorporated herein by this reference.

(1) One (1) DVCam, HDCam, or Digibeta of the entire TV version of the Picture, if created. The cassette will be assembled reel by reel with time code corresponding to reel numbers. PAL videotapes and/or PAL to NTSC conversion videotapes are not acceptable. Must deliver 4x3 Full Frame and 16x9 Full Frame HDSR 4:4:4 dailies of all alternate takes used in TV or Airline version. All or any part of the alternative scenes and/or dialogue and/or eliminations and/or additions will be fully edited and integrated with graphic indicator to clearly distinguish new material from original material for the purpose of conforming to standards and practices and length requirements for United States and international television exhibition of Picture. The running time of the TV Version (inclusive of main and end titles) shall not exceed ninety (90) minutes or be shorter than eighty-eight (88) minutes inclusive of one-minute end credits when projected at twenty-four frames per second.

(2) One (1) 2-track Dolby Stereo (Lt-Rt) print master which shall be fully mixed, equalized and conformed in all respects to the final television dub, which is created from the 6 track (5.1) stems referred to in item 5 below, if created.

(3) One (1) 2-track Dolby Stereo (Lt-Rt) filled music and effects track which shall be fully mixed, equalized and conformed in all respects to the final television dub, which is created from the 6 track (5.1) stems referred to in item 5 below, if created.

(4) One (1) 6-track (5.1) discrete print master which shall be fully mixed, equalized and conformed in all respects to the final television dub, which is created from the 6 track (5.1) stems referred to in item 5 below, if created.

(5) One (1) set of final television 6 track (5.1) stems (Dialog, Music, Effects and Extra (if used for the picture)) used to create the television 6 track (5.1) and 2 track Dolby Stereo (Lt-Rt) discrete television print masters, and the 2 track Dolby Stereo (Lt-Rt) television music and effects track, if created.

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(6) All conformed and non-conformed elements necessary or used to create the NTSC TV version including but not limited to the theatrical multi-track stems, TV ADR, dialog, music or effects stringoffs, audio for alternate or added scenes or additions shall be delivered.

(7) One (1) CD or DVD and one (1) DA88: 48k, 29.97 non drop frame time code of the original TV ADR (looping) sessions audio recordings with all takes.

(8) One (1) printed copy and one (1) MS Word document on CD or DVD containing the ADR notes and takes for the original TV ADR session.

B. Airline Version: If the TV Version does not satisfy the requirements for airline standards, a separate airline version of the Picture ("Airline Version"), if created, shall be delivered as set forth below:

(1) One (1) DVCam, HDCam, or Digibeta of the entire airline version of the Picture. PAL videotapes and/or PAL to NTSC conversion videotapes are not acceptable. The tape will be assembled reel by reel with time code corresponding to reel numbers. All or any part of the alternative scenes and/or dialogue and/or eliminations and/or additions will be fully edited and integrated with a graphic indicator to clearly distinguish new material from original material for the purpose of conforming to standards and practices and length requirements for United States and international airline exhibition of the Picture. The running time of the Airline Version (inclusive of main and end titles) shall not exceed 120 minutes when projected at twenty four (24) frames per second.

(2) One (1) airline 2-track Dolby Stereo (Lt-Rt) print master which shall be fully mixed, equalized and conformed in all respects to the final airline dub, which is created from the 6 track (5.1) stems referred to in item 5 below.

(3) One (1) 2-track Dolby Stereo (Lt-Rt) filled music and effects track which shall be fully mixed, equalized and conformed in all respects to the final airline dub, which is created from the 6 track (5.1) stems referred to in item 4 below.

(4) One (1) set of final airline 6 track (5.1) stems (Dialog, Music, Effects and Extra (if used for the picture)) used to create the airline 2 track Dolby Stereo (Lt-Rt) discrete printmaster and the 2 track Dolby Stereo (Lt-Rt) music and effects track.

(5) All conformed and non-conformed elements used to create the NTSC AIRLINE version including but not limited to the theatrical multi-track stems, Airline Version ADR, dialog, music or effects stringoffs, audio for alternate or added scenes or additions shall be delivered.

(6) One (1) CD or DVD and one (1) DA-88: 48k, 29.97 non drop frame time code of the original Airline Version ADR (looping) sessions audio recordings with all takes.

(7) One (1) printed copy and one (1) MS Word document on CD or DVD containing the ADR notes and takes for the original Airline Version ADR session.

C. Additional Television/Airline Materials:

Domestic Dub ("DME"): One (1) 6 track separate Dialogue-Music-Effects stereo reduction of the final domestic stems used to manufacture the SDDS multi-track stereo printing master in perfect synchronization with the original theatrical (not TV or Airline)

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picture negative specified in Paragraph II.A.(1) above. Channels 1 and 2 shall contain a Dolby Surround reduction of the Dialog stem, channels 3+4 shall contain a Dolby Surround reduction of the Music stem, and channels 5+6 shall contain a Dolby Surround reduction of the Effects stem. Any "extra" effect stems' material is to be included in the Effects pair. This is to be delivered on 35mm magnetic film full coat, magneto-optical disk and also archived into the SPS Digital Archive LTO system.

(1) If the main and/or end titles of the original 35mm negative (or HDSR Master, 4:4:4) of the Picture contain any credits relating to a character or player that does not appear in the TV Version or Airline Version, or if the TV Version or Airline Version contains a character or player that does not appear in the feature version, then a newly photographed set of 35mm negative (or HDSR Master, 4:4:4) main and/or end titles for such version reflecting the deletions and/or additions shall be manufactured, cut, edited and assembled and conformed in all respects (including, without limitation, length) to the main and/or end titles of the original 35mm Picture negative (or HDSR Master, 4:4:4).

(2) If the main and/or end titles of the original 35mm negative of the Picture (or HDSR Master, 4:4:4) contain any credits relating to any musical compositions contained in the original soundtrack, but not contained in the soundtrack of the TV Version or Airline Version, then a newly photographed set of 35mm negative (or HDSR Master, 4:4:4) main and/or end titles reflecting the deletions and/or additions shall be manufactured, cut, edited and assembled and conformed in all respects (including, without limitation, length) to the main and/or end titles of the original 35mm Picture negative (or HDSR Master, 4:4:4).

(3) If the music in the TV Version or Airline Version is altered in any way from the theatrical version (deletions, additions, etc.), six (6) typed copy of the music cue sheets relating to the TV Version or Airline Version, in the same manner as indicated in Paragraph VII.A(2) below.

(4) (a) One (1) typed copy of all song lyrics used in the theatrical version.

(b) If the music lyrics in the TV Version or Airline Version are altered in any way from the theatrical version (deletions, additions, etc.), six (6) typed copies of all lyrics used in the TV Version or Airline Version are also required, in the same manner as indicated in Paragraph VII.A(2) below.

(5) The negative or HDSR Master, 4:4:4 dailies tapes of all alternative takes, cover shots, or other material integrated into the TV Version or Airline Version shall be segregated and clearly marked for identification and assembled on one reel and used to manufacture one (1) 35mm fully timed interpositive (or HDSR Master, 4:4:4). The interpositive will be clearly marked and identified as a "TV/Airline Augmentation reel." The use of head and/or tail trims to extend existing shots is strictly prohibited. Any alternate takes for airline versions should be the same length as or shorter than the shots being replaced. No added dialogue (with the exception of TV dialogue replacement) should be added or subtracted from the original final cut version, unless pre-approved by Columbia.

(6) If the Picture is in either anamorphic or 1:85 format, one 35mm optical house negative (or HDSR Master, 4:4:4) conformed to the Original Picture Negative (or HDSR Master, 4:4:4), complete with the text of the main, end, and narrative titles, suitable for the 4X3 1.33 television format.

(7) A written log of all changes made for the TV Version or Airline Version (if created) will be provided and, if available, a CD of the Edit Decision List.

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(8) One (1) typed copy of the final end credits with non-contractual credits noted.

VI. WORK MATERIALS.

MATERIALS TO BE DELIVERED TO SPE FILM SERVICES, 3110 N. SAN FERNANDO ROAD, BURBANK, CA 91504, ATTENTION: JOHN BELKNAP (unless otherwise specified below)

A. The original negative of all cutouts, outtakes, trims and lifts, actor's screen tests, if any, and all other materials photographed or recorded by Company in connection with the production of the Picture, together with detailed schedules thereof.

If the picture is photographed electronically in 24P, all items referenced to "negative" or "print" herein shall mean 24P HD, 2K, or 4K image capture.

B. The positive prints of all cutouts, outtakes, trims and lifts, actor's screen tests, if any, and all other materials referred to in Paragraph IV.C.(1) above.

C. All soundtrack cutouts, outtakes, trims and lifts.

D. The edited work picture (action) and the edited work track (sound)

MATERIALS TO BE DELIVERED TO SPE SOUND SERVICES 10202 WEST WASHINGTON BLVD, CULVER CITY, CA 90232, ATTENTION: DIANA GAMBOA (310) 244-4116 (OR SUCH OTHER SOUND FACILITY AS MAY BE DESIGNATED BY COLUMBIA).

a) Work Picture is to be delivered as QuickTime video with associated audio tracks on DVD-R, BD-R or hard drive, one file per reel, to Sony Sound Department along with the master audio files. This is the same picture source that was used on the mixing stage and by the sound editors, synchronous with the master audio files. It is generally made from an output of the picture editorial system (e.g. Avid). Below are typical specs as of this writing; consult with Sony Post Services with any questions as to deliverable formats.

1. SD codecs and resolutions: MJPEG-A - NTSC 640X480 or 320X240 and

DV/DVPRO- NTSC 720X480. Typical file size for 640x480 or 720x480 is usually in the range of 3-4 gigabytes/reel. 320x240 is generally around 1-2 gigabytes/reel.

2. A typical acceptable HD codec is MJPEG-A 75% 23.98. 960X540. File size is usually in the range of 4-5 gigabytes/reel.

b) A DV Cam or other physical video tape of the same work picture in reel lengths to

be delivered to Sony Post Services concurrent with the Quick Time and audio files.

MATERIALS TO BE DELIVERED TO SPE FILM SERVICES 3110 N. SAN FERNANDO ROAD, BURBANK, CA 91504, ATTENTION: JOHN BELKNAP (818) 543-0650 (OR SUCH OTHER ARCHIVE FACILITY AS MAY BE DESIGNATED BY COLUMBIA).

c) An additional copy of the QuickTime file archived in the sound editorial boxes. d) An additional copy of the physical video tape archived in the sound editorial boxes.

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Note: If a high resolution picture in reels was made for viewing digitally on the mixing stage, it may be delivered in addition to the above and would be saved in tape format only. Note that the delivery of this tape does not satisfy the 3 requirements above, and is entirely optional.

E. All available original production dialogue or other recordings; all dialogue units and pre-dubs; all sound effects units and pre-dubs; all available music units and pre-dubs. All material specified in this Paragraph IV.C.(5), must be in perfect synchronization with the negative specified in Paragraph II.A.(1) above.

F. If the post production of the Picture was accomplished electronically (e.g., digital intermediate, digital video workstation, digital audio workstation, video tape, video disc, etc.), all available source materials that were used or created during post production. This includes but is not limited to:

a) Picture and picture workstation session/EDL data files on DTF2 tape

b) Audio and audio workstation session/EDL data files on SDX or DLT tape.

c) Computer catalog information needed to retrieve these files from data tape on DVD-R.

d) Any outputs to video or audio tape, CD, DVD, or BD [Blu-ray Disc] of these work materials..

e) Log of all data and versions by the type of files that were created for each reel, the Version Date/# and LFOP (in both Time Code and Footage).

G. Only if the picture was created using digital intermediate,

All digital files used to process the original negative to the final negative. The current delivery media for these files as of this writing is DPX file format, delivered on LTO5 Data tape. This includes but is not limited to:

a) All Rendered Scan Data: specifically all files used to manipulate or log the manipulation of the scanned negative during the digital intermediate process. This includes but is not limited to: color timing files, digital graphic files, paint box files and noise reduction files.

b) Effects files

c) Any ancillary files or logs used in the digital intermediate process

d) The final, color corrected file used as a source for the final negative film-out process.

H. Digital Cinema Data Files: All digital files used to process the original negative to the Digital Cinema Master. The current delivery media for these files as of this writing is DPX file format, delivered on LTO5 Data tape. This includes but is not limited to:

a) All Rendered Scan Data: specifically all files used to manipulate or log the manipulation of the scanned data during the Digital Cinema process. This includes but is not limited to: color timing files, digital graphic files, paintbox files and noise reduction files.

b) Effects files

c) Any ancillary files or logs used in the Digital Cinema process

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c) The final, color corrected file used as a source for the Digital Cinema Masters.

I. High Definition Data Files: Only if the Picture was created using a digital intermediary, all digital files used to process the picture source to the High Definition Master. The current delivery media for these files as of this writing is DPX file format, delivered on LTO3 Data tape. This includes but is not limited to:

a) All Rendered Scan Data: specifically all files used to manipulate or log the manipulation of the scanned data during the HD mastering process. This includes but is not limited to: color timing files, digital graphic files, paintbox files and noise reduction files.

b) Effects files

c) Any ancillary files or logs used in the HD mastering process.

d) The final, color corrected file used as a source for the final HD tape laydown.

J. The original lined or cutting script (with notes) prepared by the Script Supervisor concurrently with the production of the Picture as well as any other documents, notes, logs or reports prepared by the Script Supervisor and used during post production.

K. The Editor's Code Book indicating the negative key (edge) numbers, the laboratory negative assembly roll number, the production sound roll number for all scenes printed and delivered during the production of the Picture and also indicating the Daily Code Numbers or a copy thereof.

L. All camera reports, laboratory film reports or sound recordings and transfer reports delivered with the Picture materials during the production of the Picture or a copy thereof.

M. A complete and detailed inventory of all editorial film materials (picture and sound) used or manufactured during post production of the Picture and indicating the contents and carton or box number of each carton or box packed upon completion of the Picture. All cartons or boxes shall be clearly labeled with the production titled, contents and carton or box number.

N. If the post production of the Picture was accomplished electronically (e.g., videotape, video disc, etc.), a copy (both hard copy printout and computer readable media) of all Edit Decision Lists, logs and other databases created during post production.

O. All photographic and non-photographic material used to generate Main Titles, End Titles, inserts, local titles, dates, translations and captions, including but not limited to, intermediates, original negatives, Hi-con units, artwork, etc.

VII. MUSIC MATERIALS.

DELIVER TO SONY PICTURES ENTERTAINMENT MUSIC DEPARTMENT, SONY PICTURES PLAZA, 10202 WEST WASHINGTON BOULEVARD, CULVER CITY, CALIFORNIA 90232, ATTENTION: LARRY STEPHENS, SENIOR VICE PRESIDENT AND ASSISTANT GENERAL COUNSEL

. A. (1) Theatrical Music Cue Sheets: Six (6) copies of the music cue sheets in standard form showing particulars of all music synchronized with the Picture, including but not limited to titles, composers, publishers, applicable performing societies (e.g., ASCAP, BMI), form of usage (e.g., visual, background, instrumental, vocal, etc.,) and timings. The cue sheet shall indicate whether a master use license is required on each outside cue listed on the cue sheet and its source (e.g., record company name).

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(2) TV/Airline Version Music Cue Sheets: If the music in the Television/Airline version (if created) is altered from the theatrical version, a separate music cue sheet for the TV/Airline version shall be delivered. The cue sheet shall indicate whether a master use license is required on each outside cue listed on the cue sheet and its source (e.g., record company name).

B. Sheet Music and Tapes: All sheet music and orchestrations comprising the composer's original score and the band parts of such music and all other original copies (e.g., DAT, 24-track tapes) of music written or recorded either for the Picture or recordings by any device (e.g., phonograph records, tapes) relating thereto.

C. Licenses: Duplicate originals (or clearly legible copies, if duplicate originals are unavailable) of all licenses, contracts, assignments and/or other written permissions from the proper parties in interest permitting the use (including use in trailers and television spots) of any musical material of whatever nature used in the production of the Picture including, without limitation, synchronization and master use licenses.

D. Personal Services Contracts: Duplicate originals (or clearly legible photostatic copies, if duplicate originals are unavailable) of all agreements or other documents relating to the engagement of music personnel in connection with the Picture including, without limitation, those for featured artists, composer(s), music supervisors, conductor(s) and related technicians and administrative staff.

E. Music Publishing Rights: Duplicate originals of all agreements conveying to Company the exclusive, perpetual, worldwide right to own, copyright, administer, distribute, sell and grant licenses to use and perform the music and/or lyrics of all original musical compositions as well as the underlying background score embodied in the soundtrack of the Picture.

F. AFM Contracts: If the Picture was produced under the jurisdiction of the AF of M, copies of all contracts for all AF of M members engaged on the Picture.

VIII. PUBLICITY MATERIALS.

A. Color Stills: DELIVER TO PUBLICITY DEPARTMENT, 10202 WEST WASHINGTON BOULEVARD, CULVER CITY, CALIFORNIA 90232, ATTENTION: MILISSA DOUPONCE.

(1) Not less than two hundred (200) original color negatives (or color transparencies or photographs on digital files, if original negatives are not available), as approved in advance of delivery to Columbia by all persons (e.g., actors, key crew members) possessing approval rights over such materials, comprising production, publicity and portrait photographs in such proportions as Columbia may require, and each of which shall bear an explanatory caption. ALL SUCH MATERIALS SHALL BE DELIVERED AS SOON AS AVAILABLE.

B. Press Kit and EPK Materials: DELIVER TO PUBLICITY DEPARTMENT, 10202 WEST WASHINGTON BOULEVARD, CULVER CITY, CALIFORNIA 90232, ATTENTION: NANCY TATE.

(1) Four (4) copies of the synopsis of the Picture and biographies of the individual producer(s), writers, director(s), and principal cast members thereof (such biographies to be approved in advance of delivery to Columbia by all persons having approval rights over such biographies), and all production notes, interviews and other publicity and/or advertising materials which Company has prepared for the Picture (including all footage owned by Company or which is under Company's control which was shot in preparation of EPKs, featurettes, interviews or television specials, if any), in sufficient quantity and

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variety to enable Columbia adequately to publicize the Picture. ALL SUCH MATERIALS SHALL BE DELIVERED AS SOON AS AVAILABLE.

IX. DOCUMENTS, CONTRACTS AND CREDIT MATERIALS.

DELIVER TO COLUMBIA, 10202 WEST WASHINGTON BOULEVARD, CULVER CITY, CALIFORNIA 90232, ATTENTION: DOUGLAS BLAKEY.

A. Underlying Rights and Chain of Title: Duplicate originals (or clearly legible photostatic or digital copies, if duplicate originals are unavailable) of all licenses, contracts, assignments and/or other written permissions from the proper parties in interest permitting the use of any literary, dramatic and other material of whatever nature used in the production of the Picture or upon which the Picture is based, including, without limitation, all "chain-of-title" documents relating to Company's acquisition of all necessary rights in and to the Picture and underlying materials.

B. Personal Services Contracts: Duplicate originals (or clearly legible photostatic or digital copies, if duplicate originals are unavailable) of all agreements or other documents related to the engagement of all above-the-line and/or below-the-line personnel in connection with the Picture, including those for individual producer(s), the director, all writers, all actors other than extras, technicians and administrative staff.

C. Copyright and Title Reports: A current (i.e., dated no earlier than thirty (30) days prior to the Delivery Date) (i) copyright report issued by Thomson CompuMark and (ii) title report and opinion issued by Dennis Angel.

D. Subordination Agreements: Subordination Agreements in form and substance satisfactory to Columbia, from any entity to whom Company sold, transferred, assigned, mortgaged, pledged, charged, hypothecated or otherwise disposed of its rights in and to the Picture prior to the conveyance to Columbia.

E. Short Form Assignment: A signed and notarized Short Form Copyright Assignment or instrument of transfer, conveying distribution rights to Columbia.

F. Errors and Omissions Policy: A copy of the errors and omissions insurance policy for the Picture and of a certificate naming Columbia as an additional insured party; with the originals to: Janel Clausen, Sony Pictures Entertainment, Risk Management, 10100 Venice Boulevard, Room 313, Culver City, California 90232.

G. U.S. Copyright Registration: The U.S. copyright registration certificate(s) for both the screenplay and Picture. (If the U.S. copyright registration certificate for the Picture is not yet available at the time of delivery to Columbia, 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 Columbia).

H. Certificate of Origin: Fifteen (15) originals of a Certificate of Nationality and/or Certificate of Origin (as applicable) and a completed Questionnaire in the form attached hereto as Schedule "3." Note: If the Picture is not a United States production, additional documentation may be required from production personnel, e.g., screenplay writer(s). Please contact Gayle McDonald, Columbia Pictures, 10202 W. Washington Blvd., Sony Pictures Plaza, Room 1006, Culver City, CA. 90232, (310) 244-7553 for further details.

I. Screen and Paid Advertising Credits: The complete statement of all screen and advertising credit obligations, restrictions and approval rights, including duplicate originals (or clearly legible copies, if duplicate originals are not available) of all contracts or those contractual provisions pertaining to credits pursuant to which any person or entity is entitled to receive screen and/or

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advertising credits in connection with the Picture; together with a proposed layout of the proposed screen and advertising credits in Columbia's standard format; it being agreed and understood, however, that (a) all screen and advertising credits shall be determined in accordance with the provisions of the Agreement and (b) no such screen or advertising credits shall be photographed without Columbia's prior written approval.

J. MPAA Rating: A copy of the fully paid certificate issued by the Code and Rating Administration of the Motion Picture Association of America granting the Picture the rating required by the Agreement.

K. Dubbing and Editing Obligations: A complete English-language 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.

L. Stock Footage/Picture Clips Agreements: Valid and subsisting license agreements from all parties having any rights in any stock footage or film clips used in the Picture, granting to Columbia the perpetual and worldwide right to incorporate said stock footage in the Picture (and/or in trailers and television spots for the Picture) and to distribute, exhibit, advertise and otherwise exploit the Picture or any portion thereof embodying said stock footage or clips in any and all media perpetually throughout the world.

M. One (1) copy of the compliance certification to the Attorney General of the United States of America (in accordance with 18 U.S.C. §2257A(h) and 28 C.F.R. §75.9 and as further detailed in the Agreement) and evidence that such compliance certification has been timely submitted.

N. Product Placement: A letter, signed by Licensor, setting forth all product placement arrangements entered into in connection with the Picture 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 CCSL at which all such product placements are seen or heard.

O. IATSE Seal: If any part of the Picture is produced in the United States, the seal of the International Association of Theatrical and Stage Employees (IATSE) (and/or other guilds or unions having jurisdiction, if required).

P. Guilds and Unions: A letter, signed by the producer or director of the Picture setting forth all United States and foreign guilds and unions whose members rendered services on the Picture.

Q. SAG: If the Picture was produced under the jurisdiction of SAG, completed copies of the SAG "Final Cast Report" covering all actors engaged in connection with the Picture, including without limitation stunt players, actors rendering singing, looping and "voice-over" services in post-production and actors not appearing in the final cut of the Picture. Actors not appearing in the final cut of the Picture shall be listed on the Final Cast Report as "not photographed" or "cut."

R. DGA: If the Picture was produced under the jurisdiction of the DGA: The name, social security number, loan out information (where appropriate) and job description of all DGA members engaged on the Picture; and the DGA approval of the final main and end title credits, signed by an authorized representative of the DGA.

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S. WGA: If the Picture is subject to WGA jurisdiction: The name, address, social security number and loan-out information (where appropriate) for all writers receiving credit on the Picture; a copy of the notice of tentative writing credits delivered to the WGA; a copy of the final WGA notice of final determination of credit on the Picture, signed by an authorized representative of the WGA; and the WGA approval of the final main and end title credits, signed by an authorized representative of the WGA.

T. AFM: If the Picture was produced under the jurisdiction of the AF of M: Copies of all contracts for all AF of M members engaged on the Picture.

U. Dolby License Agreement: A fully-executed License Agreement with Dolby Laboratories, Inc (or the other licensor of any other sound system utilized with respect to the Picture).

V. SDDS License Agreement: A fully executed License Agreement with Sony Dynamic Digital Sound authorizing the use of the SDDS sound system.

X. CONTINUITY/SPOTTING LIST. MATERIALS TO BE DELIVERED TO COLUMBIA, 10202 W. WASHINGTON BLVD., CULVER CITY, CALIFORNIA 90232, ATTENTION: VINCENT SCOTTI, INTERNATIONAL POST PRODUCTION.

A. Master English Dialogue List: One (1) hard copy and one (1) electronic copy (in MS Word .doc, .rtf, or Adobe .pdf format) of a complete industry standard theatrical English language annotated dialogue list of the print of the Picture specified in Paragraph I.A.(1) above, including footage notations of all scene ends, all verbatim dialogue (including all grunts, groans, efforts, and the like), lyrics (if any), translations and phonetic transcriptions of all spoken dialogue spoken in other than English, and annotations of all colloquial slang, historical events, technical terms, and the like. Footages for dialogue lists should be calculated on an AB-reel basis (2,000-foot reels) and referenced to 35mm film running at 24 frames per second.

B. Master English Spotting List: One (1) hard copy and one (1) electronic copy (in MS Word .doc, .rtf, or Adobe .pdf format) of a complete industry standard theatrical English language annotated spotting list of the print of the Picture specified in Paragraph I.A.(1)above, including subtitle-by-subtitle in, out, and length footages, lyrics (if any), speaker and addressee identification, annotations of all colloquial slang, historical events, technical terms, and the like, and laboratory and translator instructions. Footages for spotting lists should be calculated on an AB-reel basis (2,000-foot reels) and referenced to 35mm film running at 24 frames per second.

C. Combined Continuity & Spotting List: One (1) hard copy and one (1) electronic copy (in MS Word .doc, .rtf, or Adobe .pdf format) of a complete industry standard English language Combined Continuity and Spotting List (CCSL) of the print of the Picture specified in Paragraph I.A.(1)above, including all dialogue and spotting as referenced above (note that only spotting need have annotations in CCSL), cut-by-cut frame and footage counts of all shots including location and camera angle, meticulous scene description, soundtrack music starts and stops, and including complete main and end credits. Footages for CCSLs should be calculated on an AB-reel basis (2,000-foot reels) and referenced to 35mm film running at 24 frames per second.

XI. RESIDUALS MATERIALS.

DELIVER TO CHRISTINA SILVERIO, DIRECTOR OF RESIDUALS, SONY PICTURES ENTERTAINMENT, SONY PICTURES ENTERTAINMENT, 10202 WEST WASHINGTON BOULEVARD, 600 CORPORATE POINTE, BOX 3638, CULVER CITY, CALIFORNIA 90231:

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A. A letter, signed and certified to be true and correct, from the producer or director of the Picture, setting forth any and all domestic and foreign unions and guilds whose members rendered services on the Picture.

B. With respect to each foreign union or guild listed in IX.I, a statement specifying any and all residual obligations which exist in connection with Columbia's exercise of its distribution rights in the Picture, as well as, a copy of each applicable foreign union and/or guild agreement.

C. All documents and information necessary for Columbia to comply with all residual obligations, including, without limitation, an itemized statement of the total amounts paid to each director, writer, actor, musician and technician employed or in connection with the Picture under the jurisdiction of any guild or union, together with the number of days worked by each, the social security number (or other applicable identification) of each and the name of the guild or union having jurisdiction.

D. If residuals with respect to some or all media and/or territories have been "bought out," the names of the persons subject to such "buyout" and the method of buyout.

E. If the Picture was produced under the jurisdiction of the I.A.T.S.E., a completed I.A.T.S.E. Proration Questionnaire in the form attached hereto.

F. Copies of the materials described in Paragraphs IX.B, N, O, P, Q and R.

G. The original or a complete photocopy of the Production General Ledger Detail ("Bible") for the production of the Picture.

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THEATRICAL AUDIO DELIVERY: SAMPLING AND FRAME RATE RESTRICTIONS FOR PRODUCER’S TECHNICAL EMPLOYEES.

FOR THEATRICAL PROJECTS: The spec [specification] is a sampling rate of true 48K or 96K at a speed of true 24 fps. The time code base may be 30 non-drop frame or EBU. A sampling rate of 47.952K or 95.904k at a speed of 23.976 fps with 29.97 non drop frame time code is accepted, as this maintains the same sample rate and speed relationship. Reel changeovers must be sample accurate. Audio files must start at zero feet (picture start) and end no sooner than one second after the tail pop. There must be one pro tools session per reel per audio configuration. The pro tools session should be “flattened” (consolidated) such that the audio files are contiguous from beginning to end for each reel and are in a folder uniquely associated with the pro tools session for that reel and configuration. “Super sessions” are not accepted in lieu of the above, but should be delivered in addition.

Acceptable 24-Bit Audio Delivery formats

Frame Rate Sampling Rate Time Code Reference

24 FPS 48 kHz or 96 kHz 30 NDF 24 FPS 48 kHz or 96 kHz 25 EBU

23.976 FPS 47.952 kHz or 95.904 kHz 29.97 NDF CAUTION: All Other Formats Will Be Rejected!

Unacceptable 24-Bit Audio Formats

Frame Rate Sampling Rate Time Code Reference

23.976 FPS 48 kHz or 96 kHz Any 25 FPS Any Any

1. FORMATTING:

a. Audio files must start at exactly at zero feet (i.e. aligned exactly to the left edge of the picture start frame). Typically this is at an even hour time code location (e.g. 03:00:00:00 for reel 3), but the spec is referred to the picture start frame independent of time code.

b. There must be exactly 8 seconds (which is 12 film feet or 192 frames at 24 fps) from the start of the audio file to the FFOA.

c. There must be a head pop at exactly 6 seconds (9 film feet) from the start of the audio file, one frame in duration. This pop therefore begins exactly 2 seconds before FFOA. All master tracks must contain this pop.

d. There is to be a tail pop exactly 2 seconds from the beginning of the LFOA, one frame in duration. All master tracks must contain this pop.

e. Tones are now to be included at the end of the reel ONLY, starting at approximately 30 seconds (45 film feet) after the tail pop. Note that the tones can be layed down initially wherever it is convenient for the recordist, but must be moved to this location prior to delivery.

f. Tones for each reel are to be consolidated into the audio files for that reel and are not to be in a separate session.

g. Reel changeovers must be sample accurate between the LFOA of the outgoing reel and the FFOA of the incoming reel. This must be tested prior to delivery.

h. Track audio files must include their channel assignment as a suffix to the name. Accepted channel abbreviations are L (left), LC (left center), C (Center), RC (right center), R (Right), B (Boom), LS (left

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surround), RS (right surround), CS (center surround). The overall file naming conventions are available on request.

Sound file formatting

Reference is made to the "SPE AUDIO ENGINEERING SPECIFICATIONS FOR DELIVERY SCHEDULES" attached as Schedule "1" and incorporated herein by this reference, for more detailed audio engineering parameters.

FFOA

LFOA

6 Sec

2 Sec

2 Sec

30 S

“Pullup” (Optional)

Broadcast Wave Audio File

POP POP

8 sec (12 film feet) (192 frames @ 24fps)

2000 samples

“Pull-up”

TONES Audio Content

Schedule 1 Delivery Schedule


SCHEDULE "1"

TO

DELIVERY SCHEDULE

SPE Audio Engineering Specifications

Revision 5/20/03

TABLE OF CONTENTS

Digital Delivery – SPE Archive System and MO Disk Page 2

Pre-dubs and work elements-Data Tape Backup-A.I.T Page 3

Analog Delivery – 35mm Full Coat Magnetic Film Page 3

Digital Dubber Specifications Page 3

Sample Rate, Bit Depth, Time Code for Film & NTSC Stages Page 4

Sample Rate, Bit Depth, Time Code for PAL Stages Page 4

Digital Units – Track Assignments Page 5

35mm Full Coat Magnetic Film – Track Assignments Page 6

Alignment Tones – Digital and Analog 35mm Units Page 8

Time Code Specifications Page 8

Sync Pop Specifications Page 9

Changeover Specifications Page 9



File Naming Conventions for Digital Dubbing Projects Page 10

Labeling – Digital Units Page 11

Labeling-Analog 35mm units Page 12

Labeling-examples Page 12

Required Information For All Delivered Units-Metadata Page 13

Procedures For Creating Magneto-Optical Disks Page 15

SPE Audio Engineering Specifications Revision 5/20/03

For all Printmasters, Mixed Stems, and Music & Effects Units ONLY: Digital Delivery – Uncompressed MO Disk

Mandatory for Digitally Mixed Pictures

Delivery Items: Printmasters, Stems, and M&E Units

Delivery Media (both are required): 1) Directly onto the SPE Audio Archive System 2) Uncompressed MO Disks See "Procedures For Creating Magneto-Optical Disks" on page 19. MO Set Layout & Limitations: Maximum Tracks: A maximum of 6-8 tracks is considered safe for playability. Film-based Projects: Only one film A/B reel should be recorded per side of a 5.2 GB MO. Long Form Video-based Projects: If the project length exceeds the capacity of one side of a 5.2 GB MO, break into 20 minute segments per side with continuous time code and 1-minute overlap. Dolby® MO and DTS® CDs: Dolby® MO and DTS® CDs are additional, separate delivery items. Discrete Theatrical Printmasters must be delivered for all applicable release formats. QC: All digital units must be 100% Quality checked against the picture for sync, dropouts, distortion, hum and static. Log Sheets: Log sheets must be supplied with all audio material stating

General Configuration: All printmasters, stems, and M&E units must be delivered in an uncompressed format on directly playable media. The currently acceptable media as of this revision is 5.25" 5.2 Gigabyte (GB) Magneto Optical (MO) Disk. The audio format should be Pro Tools 4.3 session format at 24-bit resolution, which can be written by most current digital dubbing systems. Version 5.x and above should not be used. Individual SDII files are not accepted, they must be in a pro tools 4.3 session that will be in perfect sync with the film. The dubbing system's native file format is not acceptable without prior arrangement. Dubbing Stage Configuration: See Dubbing Stage Specifications starting on Page 4. Dropouts & Data Clog Considerations: Care must be taken to insure that the MO disks are directly playable with no dropouts or data clog. Creation Procedure for MO Disks: See "Procedures For Creating Magneto-Optical Disks" elsewhere in Schedule 1. The MO's should be formatted with Mac OS "simple" format. Extended and HFS+ formatting is not to be used. MOs should be made as a file transfer from a hard drive dubbing system. The session should be "flattened" prior to transfer to MO (i.e. all tracks rendered to continuous audio files). This insures that the audio is continuous and will play directly.



the type of audio files that were created for each reel, the Final Version Date/# and LFOP (in both Time Code and Footage). Metadata : All information on the metadata document on page 16-18 must be supplied for each audio element in order to generate proper archive metadata and labels. Labeling: All media must be labeled per the labeling specs on page 13-15 The film production is responsible for supplying correct elements and insuring quality.

Verify & QC Passes: A Verify Pass should be performed against the hard drive to insure that all data on the MO was transferred correctly. Continuous playability must be tested in a 100% QC Pass.

Alternative to MO: Sony DASH (3324/3348) is acceptable in lieu of MO (if the title was not done on a digital dubber) only with prior approval of Columbia Pictures. Digital specs otherwise the same. Time code, Track, and Label Info: See the attached Dubbing Stage Specifications for time code, track details and label information.

Restriction: DA88 and DAT are unacceptable for master delivery at any time!



Data Backup Only is Required for the following Materials Pre-Dubs and Work Materials

Delivery Items: Pre-Dubs and Edited Source Elements. Delivery Media: Directly onto SPE Audio Archive System. If authorized by Columbia Pictures only: Uncompressed Advanced Intelligent Tape (A.I.T.)

Dubbing Stage Configuration: See Dubbing Stage Specifications starting on Page 4. Backup Utilities & Directories: If the A.I.T. was made using a backup utility, e.g., Retrospect, the utility directory must be delivered on a floppy disk or CD-R as well as being placed at the head of the A.I.T. tape.

For Printmasters, Mixed Stems And Music & Effects Units ONLY: Analog Delivery – 35mm FC Magnetic Film

Delivery Items: Printmasters, Stems, and M&E Units Delivery Media: 35mm full coat magnetic film with Dolby® SR noise reduction Note: If these are made as copies from a digital source, care must be taken not to overload the Dolby® SR encoding units. QC: The magnetic film units must be 100% quality checked against the picture for sync, dropouts, distortion, hum and static. The film production is responsible for supplying correct elements and insuring quality.

Dubbing Stage Configuration: See Dubbing Stage Specifications starting on Page 4. Start Marks: All mag units must have reel start marks placed on each unit by actually putting it on an editing bench along with the film picture and matching the start mark and sync pop with the picture. Start marks applied during sound transfer are not reliable and must be removed. This is extremely critical for mags made from digital sources. Note that the start mark is the 0 foot Academy Start Mark, not the first frame of picture.

SPE Audio Engineering Stage Specifications

For Motion Picture Dubbing Specifications must be consistent for all pre-dubs, stems, printmasters and M&E units except as noted below.

1. DIGITAL DUBBER SPECIFICATIONS Due to the nature of hard drive recording, it is suggested that audio be recorded to two (2) drives simultaneously. After the integrity of the final product is insured, the second (a.k.a. shadow) drive can be erased and reused.

Digital Dubbers Record Mode: Set the digital dubbing system to record in Pro Tools 4.3 Session Format, 24-bit.

Configuration for Film-Based Projects: For film projects, the time code hour must reflect the film reel number and start on the hour for 0 feet (not first frame of picture), e.g., Reel 4 would have 0 feet=04:00:00:00 Configuration for Video-Based Projects: For long form video-based projects, match to video



time code.

For Domestic Film and NTSC-Equipped Stages

Sample Rate, Bit Depth And Time Code Specifications The media must be Pre-Formatted to the following configurations:

Type of Project: 24 fps, 60Hz reference film-based projects

Preferred Delivery Standard: 48k, 24-bit, 30 non drop frame time code Note: If the dubbing stage runs at video pull down (23.98 fps, 59.94 Hz reference), then the digital dubbing system should be set for 47.952k, 24-bit, 29.97 non drop frame time code in order to obtain this spec at 60Hz reference. Alternate Delivery Standard: 48k, 24-bit, 29.97 non drop frame time code. This is accepted if the dubbing is done to 23.98 fps, 59.94Hz reference.

Type of Project: NTSC video-based projects

Preferred Delivery Standard: 48k, 24-bit, 29.97 non drop frame time code Notes: Drop frame is accepted only if the video was mastered with this time code type.

Minimum Specifications for SDDS® and DTS® Printmasters Only

SDDS®/DTS® Minimum Acceptable Delivery Standard: 44.1k, 16-bit, 30 non drop frame time code is accepted, but not required. The listed specs above are preferred due to the higher resolution and sample rate. Note: If the dubbing stage runs at video pull down (23.98 fps, 59.95Hz reference), then the digital dubbing system would be set for 44.056k, 16-bit, 29.97 non drop frame time code in order to obtain this spec at 60Hz reference.

For PAL-Equipped Stages

Sample Rate, Bit Depth And Time Code Specifications The media must be Pre-Formatted to the following configurations:

Type of Project: 24 film frames per second, 50Hz speed reference

Accepted Delivery Standard: 48k, 24-bit, true 24 fps, 25 EBU time code* *Note: While EBU code is accepted, NTSC specs are preferred as above.



Minimum Specifications for SDDS® and DTS® Printmasters Only

SDDS®/DTS® Minimum Acceptable Delivery Standard: 44.1k, 16-bit, 25 EBU time code* is accepted, but not required. The listed specs above are preferred due to the higher resolution and sample rate.

2. TRACK ASSIGNMENTS

Track assignments are counted from Track 1 upward to the highest numbered track unless otherwise specified. Track assignments must be consistent for all film reels.

Digital Units – Track Assignments Dolby® MO and DTS® CDs: Dolby® MO and DTS® CDs are additional, separate delivery items. Discrete Theatrical Printmasters must be delivered for all applicable release formats. QC: All digital units must be 100% Quality checked against the picture for sync, dropouts, distortion, hum and static. Music & Effects tracks must be phased checked against printmasters for sync. The relative time relationship of the Music & Effects tracks must agree with the printmaster in both filled and non-filled areas.

The film production is responsible for supplying correct elements and insuring quality. Printmasters (Discrete): Each printmaster should be in its own Pro Tools 4.3 session.

SDDS® 8-Track: L, LC, C, RC, R, Sub, LS, RS SDDS® 6-Track: L, Blank, C, Blank, R, Sub, LS, RS SR-D or DTS® Discrete 6-Track: L, LS, C, RS, R, Sub 5.1 Home Theater: L, C, R, LS, RS, Sub TV 5.1: L, R, C, Sub, LS, RS (This is the Dolby® E and AC3 configuration.) Discrete 2-Track SR printmaster: Lt, Rt with SR noise reduction and 3dB lower in level (standard SR printmaster spec) Home Theater, Airline or TV 2 track printmaster: Lt, Rt with no noise reduction at 0 level on Tracks 1+2 or 7+8, in a separate pro-tools 4.3 session than the 5.1 printmaster.

Stems: Stage preference for Stem layout is acceptable, but must be consistent for all reels.

Each stem should be in its own Pro Tools 4.3 session.

Some suggested Stem layouts are: SDDS®: L, LC, C, RC, R, Sub, LS, RS 6-8 Track: L, C, R, LS, RS, Sub, C, C Dolby EX® or DTS-ES®: L, C, R, LS, CS, RS, Sub

Stereo DME (a.k.a. split track) The DME should be in its own Pro Tools 4.3

Each stereo stem reduction is to be Dolby Surround matrix encoded with no noise reduction and recorded a 0 level. Any "extra"



session. effects stems' material is to be included in the Effects pair. Dialog Left Total, Dialog Right total, Music Left Total, Music Right total Effects Left Total, Effects Right total

Digital Units – Track Assignments -- continued Music and Effects (M&E): (Music & Effects tracks must be phased checked against printmasters for sync. The relative time relationship of the Music & Effects tracks must agree with the printmaster in both filled and non-filled areas.)

Each M+E should be in its own Pro Tools 4.3 session.

SDDS® 8-Track: L, LC, C, RC, R, Sub, LS, RS SDDS® 6-Track: L, Blank, C, Blank, R, Sub, LS, RS 6+2 Acceptable Assignments: L, C, R, LS, RS, Sub, Optional, Dialog guide or L, LS, C, RS, R, Sub, Optional, Dialog guide 4+2: L, C, R, S, Optional, Dialog guide

Music and Effects multichannel optional(s):

These contain optional material NOT included in the M+E master that is panned and with treatments exactly the same as the SDDS printmaster. Stage preference for track layout is acceptable, but must be consistent for all reels. Track 8 should contain a mono dialog guide. Each M+E optional should be in its own Pro Tools 4.3 session.

Some suggested track layouts are: L, LC, C, RC, R, LS, RS, Dialog L, LS, C, RS, R, C, C, Dialog L, C, R, Ls, Rs, C, C, Dialog L, C, R, Ls, Cs, Rs, C, Dialog L, C, R, L, C, R, C, Dialog

Analog 35mm Full Coat Units – Track Assignments Dolby® SR Noise Reduction: All 35mm units are to be full coat with Dolby® SR noise reduction. Care must be taken not to overload the Dolby® SR encoding units. Start Marks: All mag units must have reel start marks placed on each unit by actually putting it on an editing bench along with the film picture and matching the start mark and sync pop with the picture. Start marks applied during sound transfer are not reliable and must be removed. This is extremely critical for mags made from digital sources. Note that the start mark is the 0 foot Academy Start Mark, not the first frame of picture. QC: The magnetic film units must be 100% quality checked against the picture for sync, dropouts, distortion, hum and static. Music & Effects tracks must be phased checked against printmasters for sync. The relative time relationship of the Music & Effects tracks must agree with the printmaster in both filled and non-filled areas. The film production is responsible for supplying correct elements and insuring quality.

Printmasters: SDDS® 8-Track: Mag. #1: L, LC, C, RC, R, Sub Mag. #2: LS, RS Both are to be made with 6-Track head stack. SDDS® 6-Track: L, C, R, Sub, LS, RS SR-D or DTS® 6-Track:



L, LS, C, RS, R, Sub TV 5.1: L, R, C, Sub, LS, RS (This is the Dolby® E and AC3 configuration.) Discrete 3-Track SR printmaster: Lt, Rt, blank with SR noise reduction and 3dB lower in level (standard SR printmaster spec) Note: When making a 35mm copy of an SR printmaster, the copy is to be direct, or "stretched," not SR decoded and SR encoded again. Airline or TV 3-Track printmaster: Lt, Rt, blank with SR noise reduction at 0 level.

Analog 35mm Full Coat Units – Track Assignments --continued Stems:

Stage preference for stem layout is acceptable, but must be consistent for all reels.

Suggested Stem layouts are: SDDS® 8-Track: Mag. #1: L, LC, C, RC, R, Sub Mag. #2: LS, RS Both are to be made with 6-Track head stack. 6-8-Track: Mag. #1: L, C, R, Sub, C, C Mag. #2 LS, RS Both are to be made with 6-Track head stack. Dolby EX® or DTS-ES®: Mag. #1: L, C, R, Sub Mag. #2: LS, CS, RS Both are to be made with 6-Track head stack.

Music and Effects (M&E): (Music & Effects tracks must be phased checked against printmasters for sync. The relative time relationship of the Music & Effects tracks must agree with the printmaster in both filled and non-filled areas.)

SDDS® 8-Track: Mag. #1: L, LC, C, RC, R, Sub Mag. #2: LS, RS Both are to be made with 6-Track head stack. SDDS® 6-Track: L, C, R, Sub, LS, RS 6+2 Acceptable Assignments: Mag. #1: L, C, R, LS, RS, Sub or L, LS, C, RS, R, Sub Mag. #2: Optional, Dialog guide Both are to be made with 6-Track head stack. Note: Mag#2 is not necessary if there is a 4+2 on the title. A digital 6+2 is still required. 4+2: L, C, R, S, Optional, Dialog guide

Music and Effects multichannel optional(s): These contain optional material NOT included in the M+E master that is panned and treated exactly the same as the SDDS printmaster. Stage preference for track layout is acceptable, but must be consistent for all reels. Track 6 should contain a mono dialog

Some suggested track layouts are: Mag#1: L, C, R, Ls, Rs, dialog Mag#1: L, C, R, Ls, Rs, sub Mag#2: C, Dialog Mag#1: L, C, R, sub, Dialog Mag#2: Ls, Cs, Rs, Mag#1: L, C, R, L, C, R



guide if the optional has 5 tracks. For wider units, a 2nd Mag may be needed. In this case, mag tracks should be grouped to contain coherent tracks (e.g., a 5 channel set, etc).

Mag#2: C, Dialog Both mags are to be made with a 6-Track head stack.

Stereo DME (a.k.a. split track)

Each stereo stem reduction is to be Dolby Surround matrix encoded with Dolby SR noise reduction and recorded a 0 level. Any "extra" effects stem material is to be included in the Effects pair. Dialog Left Total, Dialog Right total, Music Left Total, Music Right total Effects Left Total, Effects Right total

3. ALIGNMENT TONES Alignment Tones

Reference Level: Reference level is 0VU = +4dBu = -20dBfs digital = 185nw/m analog Tones: Tones should be generated from the console, referenced to the console meters, and should reflect the signal path used. Tones should not be generated locally in the machine room. Clones and Copies: Clones and copies should have the tones from the original unit, not new tones locally generated.

Digital Units Analog 35mm Full Coat Units Alignment Tones:

Alignment Tones should be 1kHz at –20dBfs for a one minute duration. For Discrete 2-Track SR printmaster only: 30 seconds of 1k and 30 seconds of SR tone.

Location Options:

There are two options for location:

Option #1:

At the beginning of the reel between 1 and 2 minutes prior to 0 feet, e.g., for reel 6: 05:58:00:00 to 05:59:00:00

Option #2:

Alternatively, they may be placed at the end of the reel to avoid recording ahead of the hour. The location would be between 25 and 26 minutes after 0 feet, e.g., 06:25:00:00 to 06:26:00:00. Location must be clearly labeled on the unit per labeling instructions below.

Alignment tones: Alignment tones should be at 0VU=185nw/m except pink noise, which is recorded at –10dB, and SR tone which is generated by the Dolby® SR encoder after aligning it internally, nominally 0VU. Location: Location of tones should be prior to the 0 foot start mark Tone layout: Pink noise for 30 Feet (-10dB) , 1k for 30 Feet, 10k for 20 Feet, 50Hz for 20 Feet, SR tone for 20 feet. Copies and x-copies: Copies and x-copies should have the 1k tones from the original unit, not new tones locally generated. Pink, 10k and 50Hz and SR tone may be added only if the copy is from a digital source, otherwise, the original tones should be carried across.



4. TIME CODE SPECIFICATIONS

TIME CODE Time Code Speed References: Time code should reflect the speed reference of the stage for the project. The time code hour must reflect the film reel number and start on the hour for 0 feet. e.g., Reel 4 would have 0 feet=04:00:00:00 Long Form Video-Based Projects: For long form video-based projects, match to video time code. 3 minute Pre-Roll and 1 minute Post-Roll.

Stage Speed Reference Type of Time Code Corresponding Film Frame Rate

60Hz 30 non drop frame 24 fps 59.94Hz NTSC Video Pull Down 29.97 non drop frame 23.97 fps 50Hz 25 fps EBU 24 fps

5. SYNC POP SPECIFICATIONS

SYNC POPS General: Each editorial unit, pre-dub, stem, printmaster and M&E unit is to have the standard 1kHz, 1 film frame sync pop recorded onto ALL channels. This is especially important due to the nature of workstation editing and processing. Timing of Head and Tail Pops: The timing should be such that the leading edge of the head pop will occur exactly 2 seconds before the first frame of audio (first mod), and the leading edge of the tail pop will occur exactly 2 seconds beyond the last frame of audio. Most importantly, these must match exactly with the picture head and tail pop. SDDS® Mags Only: Special note for SDDS® mags: These must be popped on both sets on all channels. Accumulated Errors: Care must be taken of errors that may accumulate due to the lockup nature of workstations and sync units. It is suggested that at the beginning of the Pre-Dub process, a known pop be generated on all tracks against picture using a trusted source, and again at the Printmaster stage. Avoid "Double Up" Pops: Care should be taken not to "double up" on the pops, which can result from multiple pops being carried through during mixing. Editorial unit, pre-dub, stems, printmasters, M+E's

Standard 1kHz, 1 film frame sync pop recorded onto ALL channels

6. CHANGEOVER SPECIFICATIONS

CHANGEOVER SPECIFICATIONS General: All Stems and Printmasters must have pullups at the tail of the reel or A/B reel. This should be a minimum of 23 and a suggested maximum of 35 film frames in duration. At no time should this extend past the tail pop, which should always be in the clear.



Delivery Element Pullups - Minimum Frames Duration

Pullups - Maximum Frames Duration

Stems and Printmasters 23 Frames 35 Frames

7. FILE NAMING CONVENTIONS FOR DIGITAL DUBBING PROJECTS File Naming Conventions For Digital Dubbing Projects

General: If the digital dubbing system supports file and project names, it is suggested that the least number of characters be used that will sufficiently describe the content, since display screen size and readability of longer character strings may cause important information to be missed or lost.

Maximum Number of Characters: Pro Tools sessions will support up to 31 characters, but as noted, not all may be easily readable. Title names and Versions should be consistent for all phases of the project. The File and Project Names must also appear on the physical label of the MO and hard drive.

Note: The list below represents a maximum number for each item. Use less if possible. Use only the characters: A-Z, a-z, 0-9, _ 1st 6 characters

Film Title, abbreviated (Be consistent for all units)

Space (Underscore _ ) Next 5 characters

Reel number or part number (e.g., R10AB, PT2)


Configuration (e.g., SDDS®, 6Trk, 4pls2, LtRt)


Type (e.g., PM, Stem, PDub, MusFx)

Space (Underscore _ ) Next 4-6 characters Version Number (V2, Bkup, etc.) This can also

be the version date, e.g., Dec 10 would be V1210 File Naming Conventions - Suggested Abbreviations

Printmaster PM Dialog Dx Music Mx Effects Fx Stem Stem Pre-Dub Pdub Domestic Dom Foreign Forgn Music & Effects MusFx 4+2 4pls2 (Note: "+" is not a legal character)

Example: Spider Man SDDS Printmaster Backup, 3/27/02



Spider_R3AB_SDDS_PM_BKUP_032702

8. LABELING

Digital Units - Labeling

Items that must be labeled on the MO Disks and hard drives

• Facility information if not already part of label. Include name, address, phone number, FAX

• Date of element creation (date the actual MO or drive was created)

• PO number.

• Title of feature/series/program (and Title a.k.a. if applicable).

• Episode title and episode number if applicable.

• Language(s)

• Audio configuration and type(s) recorded (e.g., 5.1 Printmaster, Dolby Stereo, SDDS PM, 4+2 M+E).

• Generation (e.g., Master, Clone, Protection).

• Version (e.g., International, Domestic, Version Date or number, other reference data).

• Reel number and/or part number, act number, etc.

• Number of physical units in the set and individual number (e.g., MO #3 of 7)

• Running time (e.g., L.F.O.A., T.R.T)

• Sample Rate (e.g., 48k, 47.952k, 44.1k, 44.056k).

• Bit Depth (Should be 24 bits unless otherwise pre-approved by Columbia)

• Frame rate (24 fps or 23.98 fps for film based projects depending on speed reference, 29.97 fps for long form NTSC video based projects and 25 fps for long form PAL video based projects).

• Speed reference (60 Hz, 59.94 Hz, 50 Hz)

• Noise reduction used, if any.

• Track layout.

• Reference level, tones used and location (head or tail as in section (3) above).

• Filename and date for each configuration recorded.

• Project name and date for each project on the disk or drive.

• File Format (Should be Pro Tools Version 4.3).

• Time code (should reflect frame rate and speed reference).e.g., 60Hz speed reference should be 30 ndftc, 59.97Hz should be 29.97 non drop or drop, 50Hz should be EBU time code.

• Make and model of hard drive dubber that was the source of the MO.

• Make and model of MO drive.

• Software revision of digital dubber.



• Hardware revision of digital dubber. Analog 35mm Full Coat Units - Labeling

• Facility information if not already part of label. Include name, address, phone number, FAX

• Date of element creation (date the actual mag was created).

• PO number.

• Title of feature/series/program (and Title a.k.a. if applicable).

• Episode title and episode number

• Language(s)

• Audio configuration and type(s) recorded (e.g., 5.1 Printmaster, Dolby Stereo, SDDS PM, 4+2 M+E).

• Generation (e.g., Master, x-copy, Protection).

• Version (e.g., International, Domestic, Version Date or number, other reference data).

• Reel number and/or part number, act number, etc.

• Number of mag units per set (e.g., "Mag 1 of 2" for SDDS® projects).

• Running time (e.g., L.F.O.A., T.R.T)

• Noise reduction used. (Should be Dolby® SR).

• Tones used, duration and location.

• Head stack configuration (e.g., 3-Trk, 6-Trk).

• Recorder make and model

• Record EQ standard

• Track layout

LABEL EXAMPLES Note: These are for example only, they are not specific to any known element!

EXAMPLE MO DISK LABEL: April 15th, 2002 PO# 054312 "Spider Man" Disk 2of 4 English SDDS PM Bkup, Version 3/27/02Reel 3AB 47.952k, 24 bit, 23.98 fps, 59.94 Hz, 29.97 ndftc No N/R Tones: 1k, 10k, 50hz @ -20dbfs at tail (03:25:00:00) Project Folder: SpidyPMs Filename: Spider_R3AB_SDDS_PM_BKUP_032702 Pro Tools 4.3 session DADR Rev 3.2, Ver 4.6 SONY RMO-S551 M.O drive

Trk 1-8: L, LC, C, RC, R, Sub, LS, RS

EXAMPLE 35MM MAG LABEL: July 15th, 2002 PO# 054615 "Stuart Little 2" Mag 1 of 2 Domestic Dialog Stem, Version 6/27/02 Reel 5AB Dolby SR Tones at head: Pink@-10db, 1K, 10k, 50Hz, SR @ 0 VU 6 track head stack MagnaTech 312, CCIR EQ Trk 1-6: L, C, R, C,C,C



REQUIRED METADATA FIELDS Production is required to provide all information in the left (physical element) column that apply

PHYSICAL ELEMENT (Delivered) ARCHIVED FILE AT SPE ORIGINATING FACILITY (VENDOR NAME) ORIGINATING FACILITY (SONY SOUND) ELEMENT CREATION DATE (WHEN PHYSICAL ELEMENT WAS CREATED) ARCHIVE DATE (DATE IT WENT INTO THE SYSTEM)

SOURCE ELEMENT PO (PO NUMBER ON PHYSICAL ELEMENT) PO NUMBER (PO TO INGEST AUDIO)

TITLE (PULL FROM GPMS-NOT FROM LABEL). A SERIES OF FIELDS WILL BE CREATED UNDER THIS HEADER TO ACCOMMODATE INFO FROM GPMS, SUCH AS AKA TITLE, PRODUCT NUMBER, ETC.

TITLE (FROM GPMS). A SERIES OF FIELDS WILL BE CREATED UNDER THIS HEADER TO ACCOMMODATE INFO FROM GPMS, SUCH AS AKA TITLE, PRODUCT NUMBER, ETC.

FTO BARCODE BARCODE (NOT A PHYSICAL LABEL--TELESCOPE ASSIGNED)

ORIGINATING FACILITY BARCODE HARD DRIVE BARCODE SONY SOUND BARCODE ASSET TYPE (TYPE OF PHYSICAL ASSET E.G., TAPE, FILM)

ASSET FORMAT (AUDIO, VIDEO, DATA) LANGUAGE (IF A MULTI-LANGUAGE ELEMENT, PUT "VARIOUS." LANGUAGES WILL BE DEPICTED IN THE TRACK DESCRIPTIONS.

LANGUAGE (ONE LANGUAGE PER ARCHIVE FILE)

AUDIO DESCRIPTION 1 (PULL DOWN-E.G., SDDS) AUDIO DESCRIPTION 1 (PULL DOWN-E.G., SDDS) AUDIO DESCRIPTION 2 (PULL DOWN-E.G., PRINTMASTER)

AUDIO DESCRIPTION 2 (PULL DOWN-E.G., PRINTMASTER)

GENERATION (E.G., X COPY, MASTER) RESTORED Y/N (THIS IS NOT CURRENTLY A FIELD-SHOULD ADD)

RESTORED Y/N (THIS IS NOT CURRENTLY A FIELD-SHOULD ADD)

RENDITION (E.G., THEATRICAL, TV, HOME THEATER) RENDITION (E.G., THEATRICAL, TV, HOME THEATER) VERSION DATE (SPECIFIES VERSION BY CREATION DATE)

VERSION DATE (SPECIFIES VERSION BY CREATION DATE)

PARTITIONING METHOD (E.G., REELS, PARTS, ACTS) PARTITIONING METHOD (E.G., REELS, PARTS, ACTS) MAX # PARTITIONS (NUMBER OF PARTITIONS IN ENTIRE SHOW)

MAX # PARTITIONS (NUMBER OF PARTITIONS IN ENTIRE SHOW)

PARTITION NUMBER (REEL NUMBER, ACT NUMBER) PARTITION NUMBER (REEL NUMBER, ACT NUMBER) FILM LENGTH (NUMBER OF FEET AND FRAMES IN A PART/REEL)

RUN TIME (IN HOURS, MINUTES, SECONDS-PER PART, NOT ENTIRE)

RUN TIME (IN HOURS, MINUTES, SECONDS-PER PART, NOT ENTIRE)

SAMPLE RATE (REQUIRED ONLY IF ELEMENT IS DIGITAL) SAMPLE RATE (E.G., 48K)

BIT DEPTH (REQUIRED ONLY IF ELEMENT IS DIGITAL) BIT DEPTH (E.G., 24 BITS) FRAME RATE (E.G., 24 OR 23.98 FOR FILM, 29.97 FOR VIDEO)

FRAME RATE (E.G., 24 OR 23.98 FOR FILM, 29.97 FOR VIDEO)

SYNC FREQUENCY (60HZ, 59.94HZ, 50HZ) SYNC FREQUENCY (60HZ, 59.94HZ, 50HZ)

SYNC SYSTEM (FILM, TC, PILOT TONE, FM) SYNC SYSTEM (WHAT WAS USED DURING THE INGESTING PROCESS)



REQUIRED METADATA FIELDS (Continued)

PHYSICAL ELEMENT (Delivered) ARCHIVED FILE AT SPE

TIMECODE TYPE (REQUIRED ONLY IF ELEMENT HAS TIME CODE)

TIMECODE TYPE (WHAT TC WAS USED FOR ARCHIVE SESSION FILE) (NOTE THAT FILM ELEMENTS WILL BE PULLED DOWN AND BE ARCHIVED USING 29.97 NON DROP)

NOISE REDUCTION (E.G., A, SR). (THIS WOULD BE "NONE" IF NOT APPLICABLE)

NOISE REDUCTION (THIS WOULD BE "NONE" GENERALLY) (NOTE THAT PHYSICAL ELEMENT NR WOULD BE DECODED PRIOR TO INGESTING UNLESS IT WAS AN 2 TRACK SR OR A PRINTMASTER)

TONE INFORMATION (TONES AND REFERENCE LEVEL-FREE TEXT)

TONE INFORMATION (TONES AND REFERENCE LEVEL-FREE TEXT)

CHANNEL DESCRIPTION A (PULL DOWN DESCRIPTOR, ONE OF TWO FOR EACH CHANNEL, TO DESCRIBE THE CHANNEL'S CONTENTS)

CHANNEL DESCRIPTION A (PULL DOWN DESCRIPTOR, ONE OF TWO FOR EACH CHANNEL, TO DESCRIBE THE CHANNEL'S CONTENTS)

CHANNEL DESCRIPTION B (PULL DOWN DESCRIPTOR, ONE OF TWO FOR EACH CHANNEL, TO DESCRIBE THE CHANNEL'S CONTENTS)

CHANNEL DESCRIPTION B (PULL DOWN DESCRIPTOR, ONE OF TWO FOR EACH CHANNEL, TO DESCRIBE THE CHANNEL'S CONTENTS)

FILE FORMAT (REQUIRED ONLY IF ELEMENT IS DIGITAL) FILE FORMAT (E.G., PRO TOOLS 4.3)

HEAD SETUP (REQUIRED ONLY FOR ANALOG ELEMENTS) E.G., 6 TRACK, 24 TRACK)

ASSET DISTRIBUTION (SECURITY FIELD DETERMINING WHO HAS ACCESS TO INFORMATION)

ASSET DISTRIBUTION (SECURITY FIELD DETERMINING WHO HAS ACCESS TO INFORMATION)

CONFORMED Y/N (IS THE ELEMENT CONFORMED TO A VIDEO)

CONFORMED Y/N (IS THE ELEMENT CONFORMED TO A VIDEO)

FILM EXPOSURE METHOD (required only if element is an optical soundtrack. e.g., variable area, variable density)

FILM FORMAT GUAGE (required only if element is film based. e.g., 16mm, 35mm)

FILM METHOD OF RECORDING (required only if element is film based. e.g., mag, negative, positive)

OUT OF SERVICE Y/N (has element been pulled from general service use but is being archived in case a future version is needed. Also refers to elements that have been superceded by another, more correct element)

OUT OF SERVICE Y/N (has element been pulled from general service use but is being archived in case a future version is needed. Also refers to elements that have been superceded by another, more correct element)

TAPE FORMAT (analog or digital) SUB TAPE FORMAT (the actual tape format. Choices are filtered by the choice of "tape format"

VIDEO FORMAT (if the audio is coming from a video tape) DATA MEDIA (required only if the element is data based. This is the media the data was on (e.g., AIT)

DOCUMENT TYPE (required only if the element is a document that was scanned. e.g., box, label, etc)

STANDARD (for video (not audio) files only) STANDARD (for video (not audio) files only)

OPTIONAL METADATA FIELDS Items in the left (physical element) column are optionally supplied by the production. PHYSICAL ELEMENT (Delivered) ARCHIVED FILE AT SPE



RECORDER (type of machine used to play out the element while being ingested)

DRIVE INTEFACE (if source is hard drive, how was it interfaced to the system)

DRIVE SIZE DRIVE TYPE MIXING STAGE (if known) PROBLEM DESCRIPTION (not QC issues, refers to hard drive or other machines used to play back element)

NOTES FIELD (free field to add any info available on the label of the element). This should include any pertinent information about the element not covered in the other fields.

NOTES FIELD (e.g., which physical element tracks made the tracks in the archive, any other pertinent data)

SUMMARY PROCEDURES FOR CREATING MAGNETO-OPTICAL DISKS Step-by-step details on audio file preparation, disk formatting and verification follow on the next pages

The production is responsible for making MO disks that will mount and play back correctly on Pro Tools workstations as well as all digital dubbers that support Pro Tools 4.3.

MEDIA: 5.2 gigabyte R/W (rewritable) Magneto-Optical disks.

FILE FORMAT: Pro Tools 4.3 session, (flattened), with filename and channel assignment as listed in Schedule 1. Nesting of folders: Each reel of each version should have its own project folder containing only 1) The

flattened Pro Tools session for that reel and 2) one Audio Files folder containing only the continuous audio files for that session, one audio file per track.

No fade files should be present or needed to open the session.

SPECIFICATIONS FOR DELIVERY: ct Type e Rate le Rate - Bit Depth – Time Code stic Film 24fps 24 bit - 30 NDF TC

fps (pull down)

2k - 24 bit - 29.97 NDF TC

ate Domestic Film fps 24bit - 29.97 NDF TC (speed pulled down, not sample rate) ilm delivery 24 fps 24 bit - EBU TC

project 29.97, 25 fps 24 bit - speed and TC to match video. 20 minutes per side with 1 minute overlap.

LAYOUT: One set of MO's per version (e.g., one for 6 track PM, one for 2 track PM, one for Dialog Stem, etc) One A/B film reel per side of an MO disk



FORMATTING AND INITIALIZATION:

Disk format should be Mac OS "simple" HFS, NOT "extended" HFS+. MS Windows formatting is not acceptable. Disks must be formatted in a Macintosh computer, not a digital dubber. Each disk side: Low level format with FWB Toolkit 4.6 or higher, followed by a "quick" formatting to install the driver. *Note-this must be done even if the disks come pre-formatted.

FILE TRANSFER TO MO DISK: Prepare the hard drive first in a Macintosh computer.

1. The Pro Tools sessions must be "flattened" on the hard drive prior to copying to MO. Tape Mode conversion does not substitute for flattening the session.

2. The project folder should contain only the flattened session and Audio Files folder per the above. 3. The project folder can be dragged and dropped from the drive to the MO if using a Macintosh. 4. If using a digital dubber, the project folder should be exported to the MO.

VERIFICATION CHECK: Each MO disk side must be checked for proper mounting and playability BOTH in digital dubbers AND Pro Tools workstations.

1. Test that each side of each MO disk in the set will mount when inserted into an MO drive with the machine already running. The disk should mount easily without having to resort to utility programs or power cycling.

2. Play the beginning, middle and end each side for two minutes in each area.

LABELING: The MO disks must be labeled per the document in Schedule 1 of the Columbia delivery requirements.

DETAILED PROCEDURES FOR CREATING MAGNETO-OPTICAL DISKS

Printmasters, Stems and M+E's that are recorded digitally must be delivered on 5.2 gigabyte R/W (rewritable) Magneto-Optical disks containing Pro Tools version 4.3 sessions in addition to 35mm full coat magnetic film. In order to assure readability and playability, the disks must be formatted properly and the pro tools session must be "flattened," with the audio files rendered to one single file per audio track Audio files and sessions must be named per the file naming document, and the disks must be labeled properly per the documents in Schedule 1.

Each facility must insure that they can reliably make MO disks to the these specs which will play back correctly on Pro Tools workstations as well as all digital dubbers that support Pro Tools 4.3. EQUIPMENT REQUIRED:

1. Macintosh computer with SCSI card, running OS 8.6 or later. 2. Pro Tools 4.3 or higher version capable of saving as a 4.3 session, installed in a Macintosh

computer. 3. More than one computer will speed the process of formatting, copying and testing. The second

computer need not have Pro Tools. 4. External Magneto Optical recorder/player capable of recording 5.2 gig R/W MO disks, e.g Sony

RMO S551.



5. More than one MO recorder will speed the process of formatting, copying and testing. 6. MO recorder setup software, installed in Mac computer(s). 7. FWB Toolkit formatting utility, version 4.6 or higher. Install in the Mac computer(s). 8. 5.2 R/W (rewritable) Magneto-Optical disks. These can be unformatted or formatted. THEY

WILL BE FORMATTED AGAIN AS PART OF THE PROCEDURE IN ALL CASES. 9. Digital Hard Disk recorder with external SCSI port, capable of recording in Pro Tools 4.3 session

format. Examples are:

• Sony DADR • Tascam MMR-8 running version 5 or above • Akai DD8 running version 3.3 or above

PREPARING THE AUDIO PRIOR TO WRITING TO THE MO DISKS: The audio and session data will need to be prepared prior to writing the MO disks. By the nature of digital audio recording on dub stages, the audio on the stage drives is not suitable to write directly to MO disks due to fragmentation, punch-ins, crossfades, etc.

1. Pro Tools 4.3 Session - Audio must be delivered in a Pro Tools 4.3 session containing Sound Designer II audio files with track layout and naming per the documents contained in Schedule 1. Other session types and audio file types are not accepted by Columbia. If the original stage recordings were not done in this format, they must be converted to this format prior to creating the MO disks for delivery. If the audio was originally recorded as a Pro Tools session with a higher version than 4.3, the session must be "saved as" a Pro Tools 4.3 prior to making the MO disk. The higher version session should not appear on the disk.

2. Individual SDII Files - Note that individual SDII files are not acceptable, they must be within a Pro Tools 4.3 session that will sync to the film with no manipulation required.

3. A/B Reels on MO Disks - There should be only one A/B reel per side of an MO disk.

4. Disk Set Configurations - There should be one disk set for each audio configuration recorded. Each side of each disk must have its own session and specific audio files for that session. For example, there must be unique sessions for 6 track printmasters, 2 track printmasters, Dialog Stem, 6+2 M+E's, 4+2 M+E's, etc. If the original recordings were done in combined sessions, these must be split out to individual sessions.

5. "Flattened" Sessions - The pro tools 4.3 sessions must be "flattened" prior to writing to the MO disk. In this process, the audio must be rendered into one continuous audio file per track for the duration of the reel. A correctly rendered audio file contains no fades, plug-ins, inserts, etc, and is continuous from the head pop to the tail pop. A correctly prepared session will have the same number of audio tracks as files, each named and routed appropriately.

6. Session Channel Designations - Each track in the session must be named by its channel designation e.g., Left, Center, LT, etc.

7. Fade Files or Plug-Ins Not Allowed - No fade files or plug-ins should be required to play the session directly, and it should open without requiring the creation of fade files or need for plug-ins.



8. Nesting of folders: Each reel of each version should have its own project folder containing only 1) The flattened Pro Tools session for that reel and 2) one Audio Files folder containing only the continuous audio files for that session, one audio file per track.

PREPARING AND FORMATTING THE MAGNETO-OPTICAL DISK MEDIA

MEDIA: 5.2 gig R/W (rewritable). These can be purchased formatted or unformatted, but must be formatted again prior to use.

SETUP: Connect the MO drive to the SCSI port on a Macintosh computer with the power switched off. The computer should have the software for the MO drive already installed. Turn on drive, then computer with drive already connected.

Note-the Macintosh used to format need not be a new model or have Pro Tools installed. It must have OS 8.6 or above.

INITIALIZING THE DISK: Insert the disk into the MO drive. If the disk is not already Macintosh formatted, the computer will ask if you want to initialize the disk. Click yes. Note that this is a temporary initialization and is not a formatting. Once initialized, proceed to the next step.

FORMATTING THE DISK: 1. All disks will need to be formatted, even if they were purchased already formatted. 2. Formatting should always take place using a Macintosh computer. Do not format in a digital

dubber. 3. The formatting utility to use is FWB Toolkit, version 4.6 or higher. 4. Upon opening the software, choose "format" to get the format menu if it doesn't come up

automatically. 5. Select the MO drive in the list of devices. 6. Click the "Auto Initialize" button (icon looks like a lightning bolt). 7. Choose "Standard" (a.k.a. Simple) HFS format rather than the default of "Extended" (HFS+). This

is done with a pull down menu. (Though some devices can read the "Extended" format, all devices can read the "Standard" format, so that is the best choice).

8. Choose Format Type as "Low Level" rather than "Quick" using the drop down menu. 9. Check "Create volume larger than 2 GB." 10. Check "verify after formatting" unless you plan a separate verification pass. 11. Do not check "Photoshop Scratch Partition" 12. Click "Format" and let the disk complete formatting. This will take 20-40 minutes. 13. Format again from step 6, but this time choose "Quick" instead of "Low-Level." This installs the

driver on the MO disk and is relatively fast to execute. 14. Format the other side of the disk in a similar fashion.

(If you want, you can format the whole disk set with this technique prior to beginning the file copying, or in a separate computer while doing the copying.)

COPYING TO THE MO DISK: Each facility should test their equipment to be sure that it will reliably make MO disks to the above specs that will play back on Pro Tools workstations as well as all digital dubbers that support Pro Tools 4.3.



Once the data and MO disks are prepared, the audio can be copied onto the MO using either a Macintosh/Pro tools workstation or a digital dubber.

COPYING TO MO DISK USING A MACINTOSH

1. Mount the hard drive containing the prepared Project Folder, flattened Pro Tools 4.3 session and rendered audio files per the above. The hard drive icon should appear readily on the desktop or there is an issue with the drive.

2. Insert the newly formatted MO disk into the MO drive. Its icon must appear on the desktop shortly thereafter or there is an issue with the disk formatting.

3. Open the hard drive and locate the already prepared project folder. 4. Drag and drop the project folder onto the MO disk icon and allow it to copy. 5. After copying, open the disk. Check that the copy is correct and that all files are present. There

should be one Project folder containing one Pro Tools 4.3 session and one Audio Files folder containing one continuous audio file per track.

6. Eject the disk and turn it over for the next reel. An MO disk should contain only one A/B reel on each side.

COPYING TO MO DISK USING A DIGITAL DUBBER Depending on the brand and version of digital dubber used, it may be more reliable to export the audio data to the MO disk rather than use the copy function. In some cases it may not be possible to use certain digital dubbers for creating MO disks due to hardware or software constraints. Version notes: An Akai DD8 dubber should be running software version 3.3 or above and a Tascam MMR-8 dubber should be running software version 5 or above.

1. With the power off, connect the MO drive to the dubber's SCSI port. Note SCSI ID. Then, turn on power.

2. Insert the hard drive containing the prepared Project Folder, Pro Tools 4.3 session and rendered audio files per the above into the digital dubber's hard drive bay.

3. Mount hard drive. This should mount easily or there is something wrong with the drive, 4. Put a newly formatted MO disk into the MO drive and mount. If it does not mount in short order,

there is something wrong with the disk formatting. 5. Locate the project folder on the hard drive. Set this as the source. 6. Choose the copy mode best suited for the particular machine. Examples include "Export,"

"Backup," "Copy," etc. 7. Choose the MO drive as the destination using its SCSI ID. 8. If the dubber supports data verification, turn it on only if the machine used will not corrupt the

MO disk if it finds errors. 9. Execute the copy. Monitor its progress in the display if desired. 10. When finished copying, eject the disk and turn it over for the next reel. Eject the disk and turn it

over for the next reel. An MO disk should contain only one A/B reel on each side

QUALITY CONTROL AND COMPATIBILITY CHECK The MO disks must be checked for mountability and playability BOTH in digital dubbers AND

Macintosh/Pro Tools workstations.



IN A MACINTOSH/PRO TOOLS WORKSTATION:

1. Test that each side of each MO disk in the set will mount when inserted into an MO drive with the machine already running. The disk should mount easily without having to resort to utility programs or power cycling.

2. For each MO disk side, after it is mounted, open the project folder and insure its contents are as above.

3. For each MO disk side, open the pro tools session. It should open relatively quickly without requiring any fades or plug-ins. If it has trouble opening or asks for resources, the disk must be remade.

4. View the session to verify that each track is labeled and routed correctly. Each track should contain only one continuous audio file with no regions.

5. Play the beginning, middle and end of the program for two minutes in each area. 6. If it fails any of these tests, it must be remade. 7. Repeat for each MO disk side.

IN A DIGITAL DUBBER

Ideally, this test should be performed in more than one brand of digital dubber if possible 1. Test that each side of each MO disk in the set will mount when inserted into an MO drive

connected to the digital dubber while the dubber is powered on. The disk should mount easily without having to resort to utility programs or power cycling

2. For each MO disk side, after it is mounted, scroll thru the disk contents and open the project folder. Insure its contents are as above.

3. Load the Pro Tools session. It should load relatively quickly. If it has trouble loading or gives error messages, the disk must be remade.

4. Check the track names and routing are correct. 5. Play the beginning, middle and end of the program for two minutes in each area. 6. If it fails any of these tests, it must be remade. 7. Repeat for each MO disk side.

End of Schedule 1



SCHEDULE "2" TO

DELIVERY SCHEDULE

PROCEDURE FOR THE DELIVERY OF THE AIRLINE/TELEVISION VERSION

1. Prior to production, the Company's post production supervisor will send to Sony Pictures Post Production Services ("PPS") a calendar of the post production schedule and any amendments as they occur.

2. At least two to four weeks before production begins, the Company will send a shooting script to PPS. Airline/TV coverage notes are made by PPS and sent to Theatrical Post Production and to the appropriate Studio Production Legal Department. Revised pages are sent to PPS throughout the production. The Company will provide film and/or sound coverage as needed based on the coverage notes.

3. After locking the picture, a 3/4" or Beta SP NTSC cassette (with visible time code so that the hour reflects the reel number and visible 35mm feet and frames if feature was shot on 35mm) of the work picture is sent to PPS. PAL videotapes and/or PAL to NTSC conversion videotapes are not acceptable. Another set of notes is made and sent to Theatrical Post Production with suggestions for dialogue replacement. TV ADR lines are obtained during regular looping sessions as needed to cover language problems. Any TV ADR dialogue replacement not noted on edit notes will need to be cleared with PPS prior to recording.

4. The Company cuts the Airline/TV version using a color reversal dupe/workprint and a 1 to 1 dialogue track of the locked picture, cutting TV coverage and alternate takes into the dupe. Alternatively, a workstation video editor may be used (e.g., Avid, Lightworks). Replacement dialogue and TV ADR lines are added, as well as any other edits to remove objectionable material per PPS's edit notes. A ¾" or Beta SP NTSC cassette with visible time code of this version is sent to PPS to review. PAL video tapes or PAL to NTSC conversions are not acceptable. If needed, correction notes are sent to the Company.

5. After the Airline/TV version is approved by the creative talent and PPS, the dupe reels with new material inserted are sent to the negative cutter, who will cut full takes of the new negative with 3-4 frame handle at each end. Sequences will be cut frame for frame with a handle on the start of the first take and on the end of the last take, all assembled on one small reel called an "augmentation" reel, which is timed and processed into an interpositive. If a film is a digital intermediate, data files of the full takes will be acceptable. The tracks of the Airline/TV version will be prepared and recut to fit the Airline/TV workprint. An Airline/TV dubbed version of the entire show will be made by creating new Airline/TV 6 track Dialog, Music and Effects stems. From these stems, a Dolby Surround (Lt-Rt) two track, a Dolby Surround (Lt-Rt) filled music and effects track and (for television) a six track (5.1) print master are manufactured.

6. Delivery of the Airline/TV version must be made within 30 days of theatrical release to PPS. Upon evaluation and approval of the Airline/TV elements, PPS will deliver the elements to Sony Film Services and notify the legal department of its acceptance.

7. The use of head or tail trims to extend existing shots is not permissible, as it results in a missing frame when the negative is cut.

End of Schedule 2



SCHEDULE "3" TO DELIVERY SCHEDULE

QUESTIONNAIRE FOR CERTIFICATES OF ORIGIN

(For MPEAA 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 FILM TITLE:

ALTERNATE TITLE (if any):

LANGUAGE OF ORIGINAL VERSION:

SUBTITLES: (If Picture was previously distributed)

A) Is Picture 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) Country:

F) Film Stock Used: (Kodak, Agfa, Fuji, etc)

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



SYNOPSIS: (Please attach)

PRINCIPAL PHOTOGRAPHY 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:

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

A) Entity making Transfer:

B) Copyright Assignment of Distribution Rights:



COUNTRY OF ORIGIN OF FILM:

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 ARRANGEMENTS 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:

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

FOREIGN LANGUAGE TITLE : (for applicable countries that require Certificates)

SPANISH TITLE: (for Argentine certificates only)

LANGUAGE OF ORIGINAL VERSION:

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:

U.S. THEATRICAL RELEASE DATE:

FOREIGN RELEASE DATES:

Country Date

NAME OF PERSON(S)/COMPANY BY WHOM ARRANGEMENTS 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:

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)

MPEAA CONTACT AT COLUMBIA:

TELEPHONE NUMBER OF CONTACT:

End of Schedule 3

A-1 E:\LEGAL\STEINBERG\PANORAMA\AMBULL\DISTRIBUTION AGREEMENT 5.1.DOCX

SCHEDULE “4” TO DELIVERY SCHEDULE

Sony Pictures Entertainment

Feature Mastering

Technical Specifications


As of: August 19, 2004


TABLE OF CONTENTS

Delivery Specifications: Head, Tail and Textless Formats Page 3

Telecine & HD Aspect Ratios Page 5

HD Masters- Formatting information including: time code, framing,

DVNR and End of Part/Program specifications Page 5

Segmenting and Creating Longplay downconversions/clones Page 6

Label/Slate information and example Page 7

Video Label information: Specific versions for HD and SD Page 8

Data Label/Slate information Page 9

SPE Feature Mastering Specs (line count/pixel count) Page 10

1080 Signal Parameters Page 11




Audio Specifications – Track Layout Page 14

HD Master Audio Specs and Acceptable Digital Audio Sources Page 15

Acceptable Analog Audio Sources, Monaural Soundtracks, Music

and Effects Tracks, Audio Levels on the HD master Page 16

Left/Right Balance, Azimuth and Phase coherency, Sync Standard Page 17

Technical Audio Notes Page 18

Film Dirt & Scratch Removal Procedures Page 20

Trailer Specifications Page 21

QC Definitions Page 22

SPE Quality Assurance Guidelines and Expectations Page 23

QC Ratings Guidelines Page 25


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

• (HDCAM-SRW, HDCAM, D5) HD Color Corrected Masters • (DBC) Downconversion Masters (from HD Masters) • (DBC) Protection Masters (from DBC Downconversion Masters)

2. Use SONY stock whenever possible 3. HDCAM & HDCAM-SRW masters can be recorded on loads up to 124 minutes (155

minutes in 24P). All HD D5 Masters are to be recorded on 60:00 loads or less

4. Head Format

57:30 – 58:30 BLACK 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 SLATE 59:40 – Hour 01 BLACK 59:53 – 59:58 MODIFICATION CARD

(If applicable, 525 4X3 1.33 Version only and only if different

from original film A/R) 01:00:00:00 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.)

5. Head Format, Subsequent Parts (IE, part 2 of 2)

2:30 - 1:30 BLACK 1:30 - :30 BARS AND TONE :30 - :20 SLATE :20 - :00 BLACK

6. 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 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 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 on film

7. Textless elements are to be transferred at tail to matching program aspect ratio.

• Below is true regardless of the aspect ratio of the titles in the body of the program

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

8. 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

9. There should be individual slates for textless, foreign language, and other insert material and

they should include the following:

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

(If no textless, please state as such on slates and labels)


10. Whenever possible, 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. 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). 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.

TELECINE AND HD ASPECT RATIOS

1. Telecine transfer aspect ratio information: • Original theatrical aspect ratio versions at 1.85 feature film will be recorded as

16x9 1.78 Full Frame so that when a matte is imposed, the resulting image matches the original 1.85 theatrical presentation.

• Original theatrical aspect ratio versions at 2.40 or other theatrical anamorphic

films will be recorded as 16x9 2.40 (or other projection A/R) to accurately represent theatrical image.

• Original theatrical aspect ratio versions at 1.66 should 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 Full Frame versions shall be recorded to 4x3 with side bars and image

pan/scanned where necessary to fill up 4x3 frame.

• 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 SPE TELECINE SUPERVISOR AND TALENT, WHERE APPROPRIATE.

2. 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.


3. The HD time code of the last frame of each Film Reel must be recorded and provided to the

SPE QC Evaluator prior to the QC Review. 4. Whenever possible, all titles and credits and insert titles should fall within the title safe area

but at no time should they fall outside of safe action. 5. 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.

6. All boom mics, camera flags, dolly tracks, splices, frame and matte lines, etc. should not be

seen when viewed in underscan. 7. Vertical and horizontal blanking should not shift through feature due to frame lines or edge of

film frame. 8. 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.

9. No DVNR or other enhancement is to be used on color corrected HD Masters, down

conversions or clones, unless authorized by SPE Telecine Supervisor. 10. 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. 11. 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. 12. Please black over any film leader or two pop information before and after

program in black.

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.


LABEL / SLATE INFORMATION TO BE AS FOLLOWS:

SONY PICTURES ENTERTAINMENT FEATURE TITLE (and copyright date)

VIDEO ASPECT RATIO (SEE BELOW FOR EXAMPLE) 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/LANGUAGE

DATE 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)

SLATE EXAMPLE

SONY PICTURES ENTERTAINMENT “SAVING SILVERMAN”

16X9 1.78 HD COLOR CORRECTED MASTER PART 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 FACILITY TEXTLESS MAIN AND ENDS, INSERTS, FOREIGN MAIN AND ENDS AND INSERTS :60

AFTER PGM 35MM 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 ENTERTAINMENT FEATURE TITLE AND DESCRIPTION OF WHAT DATA IS FOR (e.g. Feature or Textless,etc.)

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 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)


Sony Pictures Entertainment Feature Mastering Specs

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

ASPECT RATIO

ACTIVE LINES

FIRST LINE PICTURE

LAST LINE PICTURE

ASPECT RATIO ACTIVE

LINES FIRST LINE PICTURE

LAST LINE PICTURE

1.33:1 240 21 262 1.33:1 240 21 262 1.66:1 192 46 237 1.66:1 240 21 262 1.77:1 180 52 231 1.77:1 240 21 262 1.85:1 173 55 228 1.85:1 230 26 257 2.00:1 160 62 221 2.00:1 213 35 248 2.20:1 145 69 214 2.20:1 193 45 238 2.35:1 136 74 209 2.35:1 181 51 232 2.40:1 133 75 208 2.40:1 177 53 230 2.55:1 125 79 204 2.55:1 167 58 225

PAL ASPECT RATIOS (4X3)

PAL ASPECT RATIOS (16X9)

ASPECT RATIO

ACTIVE LINES

FIRST LINE PICTURE

LAST LINE PICTURE

ASPECT RATIO ACTIVE

LINES FIRST LINE PICTURE

LAST LINE PICTURE

1.33:1 288 23 310 1.33:1 288 23 310 1.66:1 231 51 282 1.66:1 288 23 310 1.77:1 216 59 274 1.77:1 288 23 310 1.85:1 207 63 270 1.85:1 276 29 304 2.00:1 192 70 263 2.00:1 256 38 295 2.20:1 175 79 254 2.20:1 233 50 283 2.35:1 163 85 248 2.35:1 217 58 275 2.40:1 160 87 246 2.40:1 213 60 273 2.55:1 150 92 241 2.55:1 200 67 266

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 PICTURE

1.33:1 540 21 560 1.33:1 21 560 1.66:1 540 21 560 1.66:1 79 503 1.77:1 540 21 560 1.77:1 93 489 1.85:1 519 31 550 1.85:1 102 479 2.00:1 480 51 530 2.00:1 114 467 2.20:1 437 72 509 2.20:1 130 452 2.35:1 408 87 494 2.35:1 142 440 2.40:1 399 91 490 2.40:1 146 435 2.55:1 375 103 478 2.55:1 152 430

HD 1080 16X9 SIDE MATTES

ASPECT RATIO FIRST PIXEL (+/- 6) LAST PIXEL (+/-

6)

1.33:1 240 1679 1.66:1 63 1856

3-10-04


1080 Signal Parameters Lines per Frame 1125 Active Lines per Frame 1080 Image Aspect Ratio 16x9 Active Line H.Blanking 23.98sf 11.2-11.4

59.94i 3.6-4.0 Field Frequency 23.98, 24, 59.94, 60Hz Amplitude Scale millivolts P - P Video amplitude 1.0 volts Sync Level 300mv Peak White 700mv Picture Black 0mv P-P Picture Amplitude 700mv Max Active Video 1920 clock period Min Active Video 1908 First Line [Field 1] 1 First Active Line 21 Last Active Line 562 Center Line [Fld 1] 260.5 First Line [Field 2] 564 First Active Line [fld 2] 584 Last active Line [fld 2] 1123 Center Line [Field 2] 854 Color Display SMPTE 274/ITU 709 Display White Ref. CIE D65 Gamma of Display 2.2


525 Signal Parameters VITC TO BE ON LINES 12/14 Note: Please clip Luminance at 700 mv Lines per Frame 525 Active Lines per Frame 486 720 Digital Active Line 53.3 µs Active Line Blanking 10.6 µs Center of Image 223 lines field 1 Amplitude Scale millivolts P - P Video amplitude 1.0 volts Sync Level 300mv Peak White 700mv Picture Black 0mv P-P Picture Amplitude 700mv Sample Rate 13.5MHz nsec/ sample 74.074ns Active Sample per Line 720 Total samples per Line 858 Entire Line 63.5 µs 121 Field Frequency 59.94 Color Display ITU 601 Display White Ref. CIE D65 Gamma of Display 2.2 Horizontal Blanking 10.2 – 11.0


625 Signal Parameters VITC TO BE ON LINES 19/21 Note: Please clip Luminance at 700 mv Lines per Frame 625 Active Lines per Frame 576 720 Digital Active Line 53.3 µs Active Line Blanking 11.1 µs Center of Image 256 lines field 1 Amplitude Scale millivolts P-P Video amplitude 1.0 volts Sync Level 300mv Peak White 700mv Picture Black 0mv P-P Picture Amplitude 700mv Sample Rate 13.5MHz nsec/ sample 74.074ns Active Sample per Line 720 Total samples per Line 864 Entire Line 64 µs Field Frequency 50Hz Color Display ITU 601 Display White Ref. CIE D65 Gamma of Display 2.2 Horizontal 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 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: 48khz Frame rate: 23.98 fps Bit depth: 24-20 bits depending on machine capabilities Crosstalk: < -80db at 1Khz, channel to channel Distortion* 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) 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) 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. 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: 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 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” 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

A DRS report should be completed with ratings based on the following: The highest rating, “3” should be noted for all positive and negative film “dirt” that generally fall on one film frame that appears on faces or heads of actors; that is large enough to draw attention no matter where located in frame and any other large dirt that falls within the central action of the frame. The following can have lower ratings: small pieces of dirt, except those on faces which are not part of the central action (do not clean pin hole dirt anywhere). As the dirt is further from the central action you can allow slightly large pieces of dirt unless the contrast difference is so great as to draw attention to itself. Dirt on edges of frames can be accepted if the main action is elsewhere. Problems that fall on multiple frames (e.g. extended vertical scratches, film damage, mottling) should be considered film damage that needs to be considered outside of this definition via the participation of the SONY Mastering Telecine Supervisor. Cleaning this type of problem will be decided on a case by case basis. ***Note: Reel Change Markers are not subjective, they should always be removed. Upon review of the DRS report or the Film Pre-evaluation Report, the SONY Mastering Supervisor will advise how to proceed with dirt cleaning.


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

SONY PICTURES ENTERTAINMENT TRAILER 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/LANGUAGE DATE 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 (D-5) – 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. 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. For 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.

• 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 ENTERTAINMENT QUALITY 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, 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. 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 barely 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.

h. A “3” rating will be severe in nature and will cause rejection. A “3” is immediately perceptible and very distracting. Examples are 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 conversion and telecine errors, 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,

a. 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.

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

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

d. M & E tracks should be free of intelligible English and bleedthough. Any English shall be noted with what 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.

e. 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.

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

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

1.3 TRACING ERRORS & DEFECTS a. 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 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 judgement. 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 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 JITTER 8. 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, ALIASING 17. DATED EFX (OLDER ELEMENTS)


#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 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 & REJECTABLE A SEVERE ERROR IS VISUALLY OR TECHNICALLY OBJECTIONABLE

REQUIRES REJECTION OF THE 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. 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.

End Of Schedule “4”


RIDER TO SCHEDULE B The following rider amends the Defined Gross Proceeds and Defined Net Proceeds definition attached as Schedule B to that certain distribution agreement dated as of May 15, 2012 (“Agreement”) between Sony Pictures Worldwide Acquisitions Inc. (“SPWA”) and Panorama Media LLC (“Agent”), as agent for White Dog Productions LLC (“Owner”; Agent and Owner shall be collectively referred to herein as “Licensor”), in connection with the motion picture currently entitled “UNTITLED ERIC SINGER PROJECT” (“Picture”). Paragraph references are to the paragraphs set forth in Schedule B, and all defined terms used herein are as defined in said Schedule B. 1. For the purposes of Schedule B, all references to “Columbia” shall include SPWA. 1. Paragraph 2.A.(ii) shall be deleted and replaced with the following: “An amount equal to

One Hundred Percent (100%) of all amounts received and actually retained by Columbia or credited to Columbia (excluding sums credited by parties insolvent at the time of such crediting) from the exercise of Home Entertainment Rights (net of any and all credit and bad debt allowances, rebates, exchanges, returns and refunds relating thereto)”.

2. At the end of Paragraph 2.B., insert the phrase "; provided that non-returnable advance payments and guarantees shall be included in Defined Gross Receipts when Received. Advances or guarantees from theatrical exhibitors always shall be deemed returnable for purposes hereof, regardless of the terms of any agreement between Columbia and such exhibitors."

3. Paragraph 2.C.(xi) shall be deleted.

4. Paragraph 6.L. shall be deleted and all costs of mastering, authoring, encoding, re-editing, dubbing, subtitling, closed captioning, raw materials, copy protection and/or preparation of additional content to be included on Video Devices, manufacturing, duplicating, packaging, shipping, distributing, advertising and/or marketing in connection with the sale, rental, lease, license, distribution or other exploitation of any applicable Video Device(s) shall be deducted as Distribution Expenses.

5. In the second sentence of Paragraph 8.B., delete the phrase "twenty four (24) months" and insert instead the phrase "eighteen (18) months for tax reserves or twelve (12) months for all other reserves".

6. At the end of the sixth sentence of Paragraph 10, delete the phrase "in respect of the United States and Canada and one hundred twenty (120) days after the close of each accounting period in respect of all other places".

7. In Paragraph 11.C., each reference to “eighteen (18) months” shall be replaced with “twenty-four (24) months”.

B-1 E:\LEGAL\STEINBERG\PANORAMA\AMBULL\DISTRIBUTION AGREEMENT 5.1.DOCX

SCHEDULE B

D E F I N E D G R O S S P R O C E E D S A N D

D E F I N E D N E T P R O C E E D S

THIS SCHEDULE B SETS FORTH A NEGOTIATED CONTRACTUAL FORMULA FOR THE DEFINITION, COMPUTATION AND POSSIBLE PAYMENT OF CONTINGENT COMPENSATION. PARTICIPANT ACKNOWLEDGES THAT THE AMOUNT, IF ANY, OF CONTINGENT COMPENSATION WHICH MAY BECOME PAYABLE TO PARTICIPANT IS HIGHLY SPECULATIVE. PARTICIPANT ALSO ACKNOWLEDGES THAT ALL OF THE TERMS AND CONDITIONS RELATING TO AMOUNT OF PARTICIPANT’S FIXED COMPENSATION AND CONTINGENT COMPENSATION AS SET FORTH IN THE AGREEMENT AND TO THE DEFINITION AND COMPUTATION OF PARTICIPANT’S CONTINGENT COMPENSATION AS SET FORTH IN THIS SCHEDULE B ARE PART OF A SINGLE INTEGRATED OVERALL CONTRACT BETWEEN THE PARTIES. THE DEFINITIONS OF WORDS AND TERMS USED IN THIS SCHEDULE B AND/OR IN THE AGREEMENT ARE THE RESULT OF AN AGREEMENT BETWEEN THE PARTIES AND MAY NOT CORRESPOND IN ANY WAY TO COMMONLY UNDERSTOOD USAGES OF SUCH TERMS OR TO GENERALLY ACCEPTED ACCOUNTING PRINCIPLES OR TO ANY OTHER DEFINITIONS ASSOCIATED WITH ACCOUNTING OR AUDITING PRACTICES IN THE ENTERTAINMENT BUSINESS OR ANY OTHER BUSINESS. 1. Definitions. As used in this Schedule B, the following terms have the following meanings:

A. “Agreement”: The agreement to which this Schedule B is attached.

B. “Columbia”: All of the following: (i) Columbia Pictures Industries, Inc. (“CPII”), (ii) subsidiaries of CPII to the extent engaged in the Distribution of the Picture, and (iii) joint ventures between CPII or its subsidiaries and other United States motion picture distributors to the extent engaged in the Distribution of the Picture under so-called studio-to-studio co-production arrangements.

C. “Columbia Affiliate”: A subsidiary, division or unit of CPII and/or an entity which controls CPII, is controlled by CPII or is under common control with CPII.

D. “Distribution”: All of the following: (i) the licensing to other parties of the right to exhibit the Picture to consumers, (ii) the sale of copies of the Picture to consumers or other end users; (iii) the licensing to third parties of the right to sell copies of the Picture to consumers or other end users, and (iv) the licensing of the Picture to Subdistributors.

NON-PRECEDENTIAL AGREEMENT


E. “Home Entertainment Rights”: The right to (i) sell, rent, license, distribute, and/or otherwise exploit, transmit or make available “Video Devices” (as defined below) embodying the Picture, and/or (ii) exercise any form of “Video-On-Demand Rights” (as defined below).

F. “Participant”: The “Person(s)” entitled to receive a “Participation” under the provisions of the Agreement.

G. “Participation”: Any amount payable to any Person (including without limitation Participant) based or contingent in any manner upon the economic performance of the Picture, including without limitation (i) any amount characterized as a deferment, bonus, gross participation, net participation, profit participation, or (ii) any amount computed or payable based, in whole or in part, on the net or gross receipts, box office receipts, or other earnings or proceeds derived from a Picture, or any percentage of the foregoing, or (iii) any amount which is payable at such time as any such receipts, earnings or proceeds equal a specified amount, whether such amounts are computed in the same manner as provided in this Agreement or are otherwise computed; provided, that “Participation” shall not include any “Deferments” (as defined below) payable in connection with a Picture which is a fixed obligation in a definite amount and is not contingent on the economic performance of the Picture.

H. “Person”: A natural person, partnership, corporation, association, collective bargaining organization, unincorporated association, estate, trust or any other business or juridical entity or any nation, state or other governmental entity or any agency or subdivision thereof.

I. “Picture”: The motion picture referred to in the Agreement.

J. “Received”: Money is deemed “Received” by Columbia at such time, if ever, as it is (i) actually received by Columbia in cash or (ii) irrevocably credited to Columbia’s account by an unaffiliated third party (which is solvent at the time of such crediting) in satisfaction of amounts owed by Columbia to such unaffiliated third party. For the avoidance of doubt, all non-cash or non-monetary benefits which may be received by Columbia in connection with the Picture (including without limitation (a) the value, if any, to Columbia of promotional considerations and/or (b) the value to Columbia of payments by Columbia’s promotional partners to third parties in connection with commercial tie-ins and/or co-promotions (e.g., the value to Columbia of advertising purchased by Columbia’s promotions partners), and/or (c) the value to Columbia (or savings to Columbia) in connection with product placements, and/or (d) the value to Columbia of placing advertising and/or promotional material for other motion pictures or products on Video Devices or other copies of the Picture, and/or (e) the value to Columbia of any other non-cash or non-monetary benefits) shall not be deemed Received by Columbia and shall be disregarded for all purposes in determining the amount of the Participation payable to Participant hereunder.

K. “Subdistributor”: A third party authorized by Columbia to license to exhibitors, broadcasters, programming services and other parties the right to exhibit the Picture to consumers or other end-users.

L. “Territory”: Unless otherwise defined in the Agreement, the entire universe.



M. “Video Device”: A copy of the Picture embodied in a cassette, cartridge, disc, tape, semi-conductor, or other storage device, instrument or apparatus, of any nature now or hereafter known or devised (utilizing any analog, digital, mechanical, electronic, magnetic, optical, wireless, on-line, cable or other technology of any nature, now or hereafter known or devised), which is intended to be operated by a consumer so as to cause the Picture to be displayed on any consumer viewing device of any nature, now or hereafter known or devised.

N. “Video-On-Demand Rights”: The right to cause the Picture to be available (through any method or means now or hereafter known or devised, utilizing any analog, digital, mechanical, electronic, magnetic, optical, wireless, on-line, cable or other technology of any nature, now or hereafter known or devised) for display on any consumer viewing device of any nature, now or hereafter known or devised, at a time selected by the viewer (as opposed to the viewer selecting a time from an exhibition schedule predetermined by an exhibitor or programming service), including without limitation by means of so-called video-on-demand, wireless and/or internet distribution.

2. Defined Gross Receipts.

A. As used in this Schedule B, “Defined Gross Receipts” shall mean the aggregate of only the following, as determined, recorded and computed as of the close of the applicable accounting period for which a statement is being rendered:

(i) All money actually Received by Columbia from the following:

(a) Licenses by Columbia directly to exhibitors of the right to exhibit the Picture in any and all languages or versions, by any of the following means or methods: (1) in theaters to audiences who pay an individual charge for admission to such theater (including reissues), (2) by means of free over-the-air television, so-called “basic cable” television program services such as USA Network, or pay television program services such as HBO, (3) by traditional non-theatrical means (i.e., for public exhibition of the Picture other than in theaters, such as in schools, military bases, airlines, ships at sea and/or prisons) and/or (4) by means of pay-per-view television.

(b) Licenses by Columbia to Subdistributors with respect to any of the following means or methods of exploitation: (1) in theaters to audiences who pay an individual charge for admission to such theater (including reissues), (2) by means of free over-the-air television, so-called “basic” television program services such as USA Network, or premium pay television program services such as HBO, (3) by traditional non-theatrical means (i.e., for public exhibition of the Picture other than in theaters, such as in schools, military bases, airlines, ships at sea and/or prisons) and/or (4) by means of pay-per-view television.

(c) The sale or lease of souvenir programs and booklets.

(d) Net recoveries by Columbia (i.e., after deduction of all related expenses including outside attorneys’ fees) from actions based on unfair competition, piracy and/or infringements of copyrights and trademarks of the Picture, which recoveries are intended to compensate Columbia for losses sustained in respect of the Picture and which recoveries shall be fairly and reasonably allocated among all motion pictures involved therein;



provided, that no Distribution Fee shall be charged on any portion of such recovery included in the Defined Gross Receipts that represents punitive, rather than actual or statutory, damages.

(e) The net receipts from so-called “four-wall” deals on a collective basis, i.e., money Received by Columbia from theater(s) where Columbia has taken over the operation of such theater(s) specifically for the exhibition of the Picture, less all out-of-pocket costs of operating the theater(s) and those advertising costs that would normally and actually be paid by theaters and which are paid by Columbia.

(f) Money Received by way of settlement, arbitration award, court order or otherwise pursuant to Section 801 et seq. of the Copyright Revision Act of 1976, as amended, or any successor thereto, or any equivalent thereof in any other jurisdiction, on account of any compulsory license to cable companies or other delivery systems permitting the retransmission of the Picture, less all costs incurred in connection with the establishing of Columbia’s rights to such monies and/or the collection of such monies, including without limitation the fees and disbursements of outside attorneys, experts and/or consultants.

(ii) An amount equal to Twenty Percent (20%) of Home Entertainment Gross Proceeds. “Home Entertainment Gross Proceeds” means all money Received by Columbia from the exercise of Home Entertainment Rights, less the total of: (a) the cost of preparing the masters used to manufacture Video Devices and/or used for the exercise of Video-on-Demand Rights, (b) any and all credit allowances, adjustments, rebates and/or refunds relating to the exercise of Home Entertainment Rights, including without limitation so-called price protection, slotting fees and the like, and (c) reasonable reserves for returns, exchanges and bad debts. Notwithstanding any contrary provision hereof, in no event shall the amount included in Defined Gross Receipts with respect to any transaction involving the exercise of Home Entertainment Rights, as determined on a transaction by transaction basis, exceed Fifty Percent (50%) of “Home Entertainment Net Proceeds” derived by Columbia from such transaction. “Home Entertainment Net Proceeds” means Home Entertainment Gross Proceeds from each applicable transaction, less any and all Distribution Expenses incurred in connection with the applicable transaction, including, without limitation, all expenses of mastering, authoring, encoding, re-editing, dubbing, subtitling, closed captioning, raw materials, copy protection, duplicating, manufacturing, packaging, distributing, transmitting and/or shipping Video Devices, creating, preparing, duplicating or placing advertising, promotional or publicity and/or marketing materials, preparing additional content or so-called bonus or value-added materials for use in connection with the exploitation of Home Entertainment Rights in the Picture and all costs incurred in making the Picture available for viewing by consumers in connection with the exercise of Video-On-Demand Rights (but without double counting costs of preparing the masters deducted in computing Home Entertainment Gross Proceeds). No sums other than the amounts set forth above in this Paragraph 2.A(ii) shall be included in Defined Gross Receipts in respect of the exercise of Home Entertainment Rights.

(iii) In respect of the exploitation of soundtrack recordings, music publishing, and merchandising in connection with the Picture, money Received by Columbia as computed in accordance with Schedules B-1, B-2, and B-3 attached hereto and incorporated herein, as reduced by any and all reductions and/or deductions provided for therein.



B. Defined Gross Receipts shall be determined after all refunds, rebates, credits, discounts, allowances and adjustments of any nature granted to exhibitors, licensees and/or Subdistributors whether occasioned by condemnation, by boards of censorship, settlement of disputes, contractual provisions, Columbia’s own policies with respect to Distribution, or otherwise. Advance payments and/or guarantees Received by Columbia from any exhibitor, licensee or Subdistributor shall not be included in Defined Gross Receipts until earned out of sums payable to Columbia by such exhibitor, licensee or Subdistributor based upon the exploitation by such party of the applicable rights licensed to it. C. Defined Gross Receipts shall not include (i) any portion of Columbia’s receipts which is contributed to charitable organizations in connection with or related to premieres of the Picture; (ii) the receipts of the following Persons, whether or not Columbia Affiliates or included within the definition of “Columbia” under Paragraph 1.B hereof: (a) exhibitors or others who may use or actually exhibit the Picture, (b) programming services, parties providing communications hardware, software and/or services, electronic transmission systems and others who make the Picture available for viewing by consumers using any means, media or technology now or hereafter known or devised (including, without limitation, free, pay, cable, and/or satellite television networks, broadcasters, services or systems, internet service providers, wireless or other telecommunication services providers and/or other parties providing electronic home entertainment, video-on-demand, video downloading, streaming video, pay-per-view, closed circuit, digital, mobile, wireless, on-line and/or internet services or systems), (c) book or music publishers, (d) producers, manufacturers, distributors and/or retailers of phonorecords, (e) merchandisers, manufacturers and the like, (f) retailers, clubs, direct-merchandisers and/or other Persons who sell, rent, lease, license, transmit or otherwise make Video Devices available to consumers or other end users for purchase, rental, licensing or viewing or who exercise Video-On-Demand Rights directly with consumers or other end users; (g) owners or operators of theme parks and/or other location-based entertainment, and/or (h) other Persons engaged in any other form of commercial transaction directly with consumers or other end users; (iii) any sums paid or payable to, or derived by, Columbia for or in connection with the license, sale or other disposition of any of Columbia’s rights in or to the Picture, or in connection with the licensing of any of the literary, visual or musical materials or elements contained in the Picture, or on which the Picture is based (collectively, “Underlying Rights”) or as a result of the production or exploitation of derivative works (including without limitation remakes, prequels, sequels or other motion picture(s), television programs, direct-to-home-entertainment productions, so-called webisodes, live stage productions or any other program or performance of any nature based on such Underlying Rights or any other uses thereof, or the sale, transfer, assignment, license, or other disposition of all or any part of Columbia’s right to produce or exploit any such derivative work or otherwise exercise any such Underlying Rights, it being understood that nothing contained in this clause (iii) is intended to exclude from Defined Gross Receipts money received by Columbia in respect of the licensing of the right to exhibit or sell copies of the Picture; (iv) any sums paid or payable to Columbia or any Columbia Affiliate in respect of any use or disposition of cut-outs, trims, tracks, backgrounds, stock shots, sound-effects, props, costumes or other properties; however, any such sums shall, if collected by Columbia within ninety (90) days of the completion of the principal photography of the Picture, be applied in reduction of the Cost of Production of the Picture; (v) any sums Received by Columbia in connection with financing transactions of any



nature; (vi) any sums Received by Columbia in connection with any tax or governmental production, location or labor incentives, rebates or subsidies of any nature; (vii) any sums collected by Columbia from theatrical exhibitors as the exhibitors’ share of cooperative advertising expenses; (viii) any sums paid or payable to Columbia for or in connection with, or as the result of, Columbia’s furnishing, supplying, rendering, procuring, arranging for, or making available any materials, equipment, facilities, or services in connection with the production of the Picture, (ix) any foreign receipts excluded from Defined Gross Receipts pursuant to Paragraph 9; (x) any non-cash or non-monetary consideration of any nature; and/or (xi) any money Received by Columbia or its Affiliates in connection with the placement of advertising on Video Devices or from the placement of advertising in connection with the Video-On-Demand exhibition of the Picture.

3. Defined Gross Proceeds. “Defined Gross Proceeds” shall be determined, recorded and computed as of the close of the applicable accounting period for which a statement is being rendered (i.e., as if all Defined Gross Receipts are Received and all deductions therefrom are incurred as of the last day of the applicable accounting period), and shall mean that portion of the Defined Gross Receipts remaining after the deduction therefrom of the following costs, charges, and expenses on a continuing and cumulative basis, regardless of when incurred or payable:

A. Those Distribution Expenses set forth in subparagraphs E, F, G, and H of Paragraph 6 below.

B. In the event Columbia elects to conduct a theatrical reissue or re-release the Picture in theaters to paying audiences, all Distribution Expenses (as set forth in Paragraph 6 below) incurred by Columbia in connection with the theatrical re-release or reissue of the Picture.

4. Defined Net Proceeds. “Defined Net Proceeds” shall be determined, recorded and computed as of the close of the applicable accounting period for which a statement is being rendered (i.e., as if all Defined Gross Receipts are Received and all deductions therefrom are incurred as of the last day of the applicable accounting period), and shall mean that portion of the Defined Gross Receipts remaining after the deduction therefrom of the following costs, charges, and expenses, on a continuing and cumulative basis, and in the following order, regardless of when incurred or payable:

A. Columbia’s Distribution Fees, as set forth in Paragraph 5 hereof;

B. All Distribution Expenses set forth in Paragraph 6 hereof;

C. All Participations (other than Participations in the Defined Net Proceeds of the Picture and/or Net Deferments) paid, earned or payable to any Person in connection with the Picture, whether or not payment is then due or made (“Gross Participations”); provided that Gross Participations included in the Cost of Production of the Picture shall not be deducted again under this Paragraph 4.C;

D. The “Cost of Production” of the Picture, as defined in Paragraph 7 hereof (the Financing Charge to be deducted and recouped before the other items therein referred to); and



E. All fixed deferred amounts (if any) payable to any Person (including Participant) based or contingent on the financial performance of the Picture (“Deferments”). Deferments payable from and after the point at which Defined Gross Receipts first equal the total of the amounts set forth in Paragraphs 4.A, 4.B, 4.C and 4.D are “Net Deferments.” All Deferments other than Net Deferments shall be includible in the Cost of Production, and if so included in the Cost of Production shall not be deducted again under this Paragraph 4.E.

5. Distribution Fees. “Distribution Fees” of Columbia shall be computed as follows:

A. Thirty Percent (30%) of the Defined Gross Receipts from (i) theatrical exhibition of the Picture in the United States or (ii) exhibition of the Picture on pay television and/or cable television in the United States;

B. Twenty-Five Percent (25%) of the Defined Gross Receipts from licenses to any United States free television network (i.e., ABC, NBC, CBS or FBC), and Thirty-Five Percent (35%) of the Defined Gross Receipts from all other United States free television licenses.

C. Thirty-Five Percent (35%) of the Defined Gross Receipts from licenses for the theatrical, non-theatrical, and free television exhibition of the Picture in Canada, the United Kingdom of Great Britain and Northern Ireland, Isle of Man, Malta, Gibraltar, the Republic of Ireland, Channel Islands, and all ships which are serviced from the United Kingdom, other than those flying the flag of the United States;

D. Fifteen Percent (15%) of the amounts included in the Defined Gross Receipts pursuant to Paragraphs 2.A(i)(b) and/or 2.A(ii). above and/or pursuant to Schedule B-1 or Paragraph B of Schedule B-3; and

E. Twenty-Five Percent (25%) of the amounts included in the Defined Gross Receipts pursuant to Paragraph 2.A(i)(f).

F. Forty Percent (40%) of the Defined Gross Receipts from any and all sources other than those referred to in subparagraphs A, B, C, D and/or E of this Paragraph 5; except that no Distribution Fee shall be payable with respect to Defined Gross Receipts included pursuant to Schedule B-2 or Paragraph A of Schedule B-3. All Distribution Fees shall be calculated on the basis of the aggregate Defined Gross Receipts without deductions or payments of any kind.

6. Distribution Expenses. Columbia’s “Distribution Expenses” shall include all costs, charges and expenses of whatever kind or nature, paid, advanced or incurred by Columbia (or paid or reimbursed by Columbia to any Subdistributor) in connection with the Distribution, exhibition, advertising, publicity, promotion, exploitation and turning to account of the Picture or the exercise of any of Columbia’s other rights of any nature in and to the Picture (or in connection with any other activity if proceeds from such activity would constitute Defined Gross Receipts hereunder). Without limiting the generality of the foregoing, Distribution Expenses shall include, without limitation, all costs, charges and expenses incurred for or in connection with any of the following (provided, that (i) no item of cost shall be charged more than once (e.g., if an item of cost is charged as a reduction of Defined Gross Receipts or was included in the Cost of Production of the Picture, the same item of cost shall not also be charged as a Distribution Expense, and vice versa), (ii) if any item of cost which is deducted from the Defined Gross



Receipts is thereafter reimbursed to Columbia in a subsequent accounting period, an appropriate adjustment shall be made without any Distribution Fee being charged in respect of the amount so reimbursed, and (iii) there shall be no deduction of costs incurred by Columbia in connection with any financing transaction): A. All costs associated with the preparation and/or delivery of negatives, sound tracks, prints, and other physical properties utilized in connection with the Distribution of the Picture, including without limitation all costs of creation, renovation, storage, packing and shipment; all costs incurred by Columbia in connection with checking projection, sound and other facilities or equipment of exhibitors and/or the maintenance or repair of such equipment; all costs incurred by Columbia in connection with the Distribution and/or exhibition of digital copies of the Picture in theaters, including without limitation all costs of transmitting digital copies of the Picture to exhibitors and all fees, reimbursements and other sums payable by Columbia to any party in connection with the exhibition of such digital copies in theaters (including sums payable in connection with the purchase, financing, maintenance and repair of digital cinema equipment); and all labor, services, materials and facilities rendered or utilized in connection with any of the foregoing.

B. All costs and expenses incurred in connection with advertising, promoting, exploiting and/or publicizing the Picture in any way (collectively, “Advertising”), including without limitation, all costs incurred in connection with any of the following: creating, producing, duplicating and/or delivering trailers, television spots, radio spots, internet advertising and other Advertising, publicity, promotional, commercial tie-in or co-promotion materials of any nature (including the fees of any Columbia Affiliate engaged in the creation of such materials, such fees to be consistent with the requirements of Paragraph 15 below); the purchase or other acquisition of advertising space or time by any means or medium now or hereafter known or devised (including without limitation on television, radio, websites or the internet, publications, or billboards or other locations); the placement of advertising, publicity, promotional, commercial tie-in and/or co-promotion materials, including direct mail expenses; the fees of advertising agencies (including the fees of any Columbia Affiliate engaged in placing advertising, such fees to be consistent with the requirements of Paragraph 15 below); cooperative, theater or joint Advertising in connection with exhibition of the Picture, which Columbia pays or is charged with; creating, maintaining or running promotional internet sites; junkets, tours and personal appearances; salaries, living costs and traveling expenses of publicists, press representatives and field exploitation personnel (including without limitation regular employees of Columbia where such employees are assigned to render services in connection with the Advertising of the Picture), appropriately allocated to the Picture; all costs incurred in connection with previews (other than amounts included in the Cost of Production of the Picture) and/or premieres (including overtime salaries and expenses of Columbia’s full-time employees who perform services in connection with any preview or premiere); costs of entertaining or providing travel and accommodations to press, exhibitors, Picture personnel or personalities; and all costs of research, surveys, studies, tests and obtaining market statistics, including without limitation research and tests on any advertising and/or publicity designs, concepts, commercials, trailers and/or other materials with respect to the Picture; costs incurred in connection with conventions, film festivals and marketing meetings; press books, press kits, souvenirs and other promotional materials. In addition, Columbia shall be entitled to include in



Distribution Expenses “Advertising Overhead,” which shall be an amount equal to Ten Percent (10%) of the aggregate of all other costs and expenses described in this Paragraph 6.B.

C. All costs and expenditures in connection with so-called four-wall deals not recouped pursuant to Paragraph 2.A(i)(e), above.

D. To the extent not included in the Cost of Production of the Picture, all costs of preparing, delivering and/or preserving the Picture for Distribution and exploitation, including without limitation, all costs incurred in connection with the following: the production of foreign language versions of the Picture, whether dubbed, superimposed or otherwise; the preparation of versions of the Picture or copies of the Picture or other materials in any format for exploitation of the Picture by any means or media, or as may be necessary or convenient (in Columbia’s sole judgment) to conform to national, regional, local, political, social or religious sensibilities which may be encountered in any part of the Territory or to achieve a particular film rating or for any other purpose or reason; changing the title or screen credits of the Picture for release in any part of the Territory or for exhibition on television or other media; the preparation of ancillary materials for use in connection with the exploitation of the Picture; and all costs of preserving, reformatting, storing and/or restoring any picture or sound materials.

E. All sales, use, receipts, excise, remittance, withholding, value added and other taxes or fees of any nature (however denominated) imposed by or payable to any governmental or taxing authority assessed directly or indirectly upon, or with respect to, the negatives, duplicate negatives, prints or sound records of the Picture, or upon the use or Distribution of the Picture, or upon any part of the revenues derived from the Picture, or upon the collection, conversion or remittance of any such sums to any other locality, and any and all sums paid or accrued on account of import fees, duties, customs and imposts, costs of acquiring permits, and any similar authority to secure the entry, licensing, exhibition, performance, use, broadcast, transmission, or communication of the Picture in any part of the Territory, or otherwise assessed or payable in connection with the Picture or the exploitation thereof, regardless of whether such payments or accruals are assessed solely against the Picture (or the proceeds thereof) or against a group of motion pictures in which the Picture may be included (or the proceeds thereof); and all costs of contesting or settling any of the matters described above, including reasonable outside attorneys’ and outside accountants’ fees (all of the foregoing being collectively referred to as “Tax(es)”). In no event shall the amount of any Tax which is deductible hereunder be decreased (nor Defined Gross Receipts increased) because of the manner in which such Tax is treated by Columbia in filing net income, corporate franchise, excess profits or similar tax returns. There shall be no deduction from the Defined Gross Receipts, and Participant shall not be required to pay or participate in, (i) Columbia’s United States Federal or State income taxes or franchise taxes based on Columbia’s overall worldwide corporate net income, or (ii) any income tax payable to any jurisdiction by Columbia based on the overall worldwide corporate net income of Columbia. In no event shall Participant be entitled, directly or indirectly, to (x) claim, share or participate in any credits, deductions or other benefits of any nature obtained by Columbia (or any Columbia Affiliate) in connection with the treatment of Taxes deducted hereunder in connection with Columbia’s (or any Columbia Affiliates’) United States Federal or State income taxes or franchise taxes or (y) audit or inspect the United States Federal or State income tax or franchise tax returns of Columbia (or any Columbia Affiliate) or obtain



discovery or disclosure thereof in any proceeding. Notwithstanding any contrary provision hereof, Columbia shall be entitled to deduct as Taxes hereunder (and nothing contained in this Paragraph 6.E is intended to limit or restrict the deduction of) any and all foreign withholding and/or remittance taxes, however denominated (including without limitation taxes based upon the net receipts derived by Columbia from the Picture in the applicable jurisdiction), and such foreign withholding and/or remittance taxes shall not be deemed to be a tax on the worldwide net income of Columbia. If any Tax deducted pursuant hereto is subsequently refunded to Columbia by the taxing authority to which such taxes were initially paid, the Distribution Expenses previously deducted pursuant to this Paragraph 6.E. shall be readjusted by crediting thereto an amount equal to so much of such refund Received by Columbia as shall represent a refund of Taxes previously deducted in respect of the Picture. Notwithstanding any contrary provision hereof, the amount of foreign withholding and remittance taxes deductible hereunder as Distribution Expenses shall be deemed to be the then-current effective tax rate for a particular country or territory and distribution medium multiplied by the Defined Gross Receipts from such country or territory and distribution medium.

F. Expenses of transmitting to the United States any funds accruing to Columbia from the Picture in any other country, such as cable expenses, or any discounts from such funds taken to convert such funds directly or indirectly into U.S. dollars; copyright, patent and trademark expenses, including without limitation costs of securing copyright and trademark protection for the Picture or any element thereof and all royalties and other sums payable to owners of music and other copyrighted material included in the Picture; royalties payable to manufacturers of sound recording and reproducing equipment; dues and assessments of the Motion Picture Association of America or other similar associations or bodies, including payments for the support of the Academy of Motion Picture Arts and Sciences allocated and charged to Columbia and/or any special assessments and/or anti-piracy dues and assessments; reasonable legal fees to other than Columbia’s regularly employed legal department; and any and all other expenses in addition to those referred to herein incurred by Columbia in connection with the licensing of the Picture for exhibition or for other uses of the Picture.

G. Costs and expenses (including reasonable outside attorneys’, accountants’ and expert witness fees, other litigation expenses and/or investigation expenses) incurred by Columbia in connection with the following: any action taken by Columbia (whether by litigation or otherwise) in checking or determining the amount of, and/or enforcing collection of, Defined Gross Receipts including, but not limited to, costs incurred in connection with efforts to secure monies includible in Defined Gross Receipts pursuant to Paragraph 2.A hereof (to the extent such costs do not serve to reduce Defined Gross Receipts under said Paragraph 2.A); checking attendance and exhibitors’ receipts; efforts to prevent or limit unauthorized exhibition or Distribution of the Picture; to prosecute or defend actions under the anti-trust laws; or to prevent any impairment of, encumbrance on or infringement upon, the rights of Columbia in and to the Picture; to audit the books and records of any exhibitor, Subdistributor or licensee; to recover monies due pursuant to any agreement relating to the Distribution or exhibition of the Picture; and/or to defend claims and/or litigation arising out of the development, production, Distribution, exhibition and/or exploitation of the Picture, including without limitation claims and litigation alleging infringement of intellectual property rights, violation of rights of privacy or publicity, defamation, breach of contract or unfair competition;



provided, that no deduction shall be made for the fees or salaries of Columbia’s regularly employed staff attorneys and accountants.

H. All residuals, supplemental market payments, Participations, or other monies paid or payable to any Person, including any guild, union, trustee or fund, pursuant to any applicable collective bargaining agreement by reason of any use, sale, exhibition or other exploitation of the Picture or Video Devices or by reason of, or as a condition for, any use, re-use or re-run of the Picture, or any portion thereof, for any purpose or in any manner whatsoever (including without limitation sums paid as a buy-out or prepayment for future exploitation of the Picture or of an artist’s work or performance) and all sums payable to any collective bargaining entity and all taxes, pension fund contributions, and other costs and payments computed on or payable in respect of any of the foregoing (collectively, “Residuals”). If Participant or any principal stockholder of Participant, or any heirs, executors, administrators, successors or assigns of Participant or any such stockholder, is entitled, either directly or by way of participation in any pension fund, to any such Residuals, the amount payable shall be treated as an advance against Participant’s Participation under the Agreement, and conversely, to the maximum extent permissible under any applicable collective bargaining agreement, any Participation paid to Participant under the Agreement shall constitute an advance against any such Residuals payable to or for the benefit of Participant or any principal stockholder of Participant, or any such heirs, executors, administrators, successors or assigns. Residuals attributable to United States free network television exhibitions shall be treated as an expense of Distribution in the accounting period in which the applicable license fee is included in the Defined Gross Receipts.

I. All premiums and other costs of insurance (to the extent not included in the Cost of Production) covering any risk of loss relating to the Picture, including, but not limited to, errors and omissions insurance and insurance against loss with respect to physical materials, it being understood that Columbia shall have the right to allocate to the Picture a reasonable share of all costs of Columbia’s insurance programs which relate in any way to the Distribution or exploitation of the Picture. Columbia shall not be obligated to take out or maintain any such insurance and may elect to self-insure as to any or all risks of loss, and, if Columbia so elects, Columbia may charge as a Distribution Expense an amount equivalent to the premium that would be charged by a third party insurer; but if Columbia charges as a Distribution Expense a self-insurance premium with respect to any category of risk, Columbia shall not deduct as a Distribution Expense any losses suffered by Columbia within the category of such self-insured risk, except for an amount equal to customary deductibles charged by third party insurers.

J. All discounts, rebates, or credits Received by Columbia shall be taken into account in computing Distribution Expenses, except for discounts, rebates and/or credits based upon either (i) the overall volume or quantity of Advertising, film stock, prints, negatives, or other materials ordered by Columbia and/or its Affiliates annually (or over any other specified calendar period), or (ii) the manner or time of payment of any Distribution Expense, which shall be disregarded for all purposes in computing Participant’s Participation and shall not be subject to audit or inspection by Participant or be subject to discovery by or disclosure to Participant in any proceeding.



K. The net receipts from any insurance policy maintained by Columbia in respect of the Distribution of the Picture actually Received by Columbia as reimbursement for any cost or expense theretofore deducted as a Distribution Expense shall be applied in reduction of such cost or expense.

L. The following Distribution Expenses incurred in the exercise of Home Entertainment Rights (“Excluded Home Entertainment Costs”) shall not be deductible hereunder except for purposes of computing Home Entertainment Net Proceeds: all expenses of duplicating, manufacturing, packaging, distributing, transmitting and/or shipping Video Devices, creating, preparing, duplicating or placing advertising, promotional or publicity and/or marketing materials, preparing additional content or so-called bonus or value-added materials for use in connection with the exploitation of Home Entertainment Rights in the Picture and all costs incurred in making the Picture available for viewing by consumers in connection with the exercise of Video-On-Demand Rights. For the avoidance of doubt, Columbia shall be entitled to deduct in determining Defined Gross Proceeds and/or Defined Net Proceeds, as applicable, any and all residuals, Taxes, and other applicable Distribution Expenses that are otherwise deductible in computing such amounts and do not fall within the definition of Excluded Home Entertainment Costs.

M. Costs incurred and benefits derived by Columbia in connection with financing transactions shall be disregarded in computing Distribution Expenses.

7. Cost of Production. The “Cost of Production” of the Picture shall mean the aggregate of the following:

A. All costs, charges, and expenses (collectively, “Direct Costs”) incurred in connection with the development, preparation, production, completion, and delivery of the Picture to Columbia (regardless of whether the items to which such costs relate were included in any version of the Picture released to consumers), computed and determined in all respects in the same manner as Columbia customarily determines the direct cost of other motion pictures produced, distributed, and/or financed by it, including but not limited to the following: costs of acquisition of Underlying Rights, music rights, distribution rights or other rights of any nature (including without limitation costs of copyright and title searches, clearances and registrations and royalties and license fees); development and pre-production expenses; all fees, expenses and costs incurred in connection with the engagement of any producers, directors, writers, actors, special effects vendors or personnel, cameramen, set designers, makeup artists, film editors, and other creative, artistic, and technical vendors or personnel in connection with the Picture; an allocation of all accrued overhead and/or general production account charges incurred by Columbia under or with respect to any term or multi-picture arrangement with any producer(s), director, writer(s) or other personnel of any nature engaged in connection with (or attached to) the Picture, determined by dividing the aggregate of all such charges for each such individual by the total number of produced motion pictures to which such charges are allocable, plus any additional amounts includible in the Direct Costs of the Picture under the applicable term or multi-picture agreement between Columbia and any such producer(s), director, writer(s) or other personnel; all Gross Participations and/or Deferments (other than Net Deferments) payable in connection with the Picture; costs of materials and equipment; charges for studio space, stages, and facilities, reproduction and processing



equipment; costs of film, tape or other recording media; costs of laboratory and sound services and facilities and all other services and facilities; locations, and construction expenses; travel and living expenses incurred in connection with the development, preparation, production, post-production or delivery of the Picture; insurance costs, including premiums and deductibles, (it being understood that Columbia shall have the right to allocate to the Picture a reasonable share of all costs of Columbia’s insurance programs which relate in any way to the production of the Picture and that Columbia shall not be obligated to take out or maintain any such insurance and may elect to self-insure as to any or all risks of loss, and, if Columbia so elects, Columbia may charge as a Direct Cost an amount equivalent to the premium that would be charged by a third party insurer; but if Columbia charges as a Direct Cost a self-insurance premium with respect to any category of risk, Columbia shall not deduct as a Direct Cost any losses suffered by Columbia within the category of such self-insured risk, except for an amount equal to customary deductibles charged by third party insurers); and reasonable outside legal and accounting charges. In computing the Direct Costs, discounts from list price from the laboratory (but not discounts, rebates, or credits received as a result of the overall volume or quantity of film stock, prints, negatives, or other materials ordered by Columbia and/or its Affiliates over a specified calendar period, or the manner or time of payment) shall be taken into account. The net receipts of any policy of insurance maintained by Columbia in respect of the production of the Picture actually Received by Columbia as reimbursement for any cost or expense previously charged as a Direct Cost shall be applied in reduction of such item of cost or expense. Costs incurred and benefits derived by Columbia in connection with financing transactions shall be disregarded in computing Direct Costs.

B. A “Supervisory Fee” to Columbia equal to Fifteen Percent (15%) of all Direct Costs, charged concurrently with each item of Direct Cost being incurred.

C. An amount (hereinafter referred to as the “Financing Charge”) equal to One Hundred Twenty-Five Percent (125%) of the prime rate, as announced, from time to time, by Citibank at its home office in New York, on the aggregate of (i) the Direct Costs and (ii) Columbia’s Supervisory Fee, which Financing Charge shall be computed and charged from the respective date of each applicable advance or expenditure to the respective date of recoupment thereof by Columbia. Solely for the purpose of computing the Financing Charge, the unrecouped balance of the Financing Charge (and/or the unrecouped amount of Direct Costs and Supervisory Fee which are subject to the Financing Charge) shall be reduced by all advance payments and guarantees Received by Columbia that are within the categories of receipts constituting Defined Gross Receipts pursuant to Paragraph 2.A hereof but are excluded from Defined Gross Receipts under Paragraph 2.B; provided, however, that if any such advance payment or guarantee is returned or credited by Columbia to the payer, the foregoing reduction shall be reversed and the computation of the Financing Charge shall be appropriately adjusted. Participant acknowledges and agrees that the Financing Charge is a negotiated fee intended to compensate Columbia for financing the Direct Costs of the Picture and is not based upon, or intended to reflect in any manner, Columbia’s actual financing or borrowing costs for the Picture, if any.

D. If the actual Direct Costs of the Picture exceed the total all-in budgeted above-the-line and below-the-line costs for the Picture (“Total Budgeted Costs”) as reflected in the final budget for the Picture approved by Columbia (the “Final Budget”) by an amount exceeding



Five Percent (5%) of the below-the-line costs reflected in the Final Budget, there shall be added to, and made a part of, the Direct Costs of the Picture, an additional sum equal to the amount by which the Direct Costs less any Excluded Costs (as defined below) exceed the aggregate of (a) the Total Budgeted Costs, plus (b) Five Percent (5%) of the below-the-line costs reflected in the Final Budget. “Excluded Costs” means costs incurred by Columbia from: (i) new scenes added with Columbia’s approval which were not required by the approved screenplay; but only if Columbia has expressly agreed in writing to treat such costs as Excluded Costs; (ii) increases in minimum compensation required to be paid for the services of personnel engaged in connection with the Picture pursuant to any applicable collective bargaining agreement to the extent that such increases could not have been reasonably anticipated at the time the budget for the Picture was approved by Columbia; (iii) changes in the screenplay or the production schedule or other plans for the production of the Picture approved by Columbia after the approval by Columbia of the budget, but only if Columbia has expressly agreed in writing to treat such costs as Excluded Costs; (iv) the occurrence of any event of force majeure other than a breach of contract; (v) currency fluctuations; or (vi) laboratory delays not caused by Participant (or any party under Participant’s control or authority). The provisions of this Paragraph 7.D shall not be applicable in respect of Participations payable in respect of any grant of motion picture rights in literary property, the writing of any screenplay, or the rendition of acting services.

E. A statement of the Cost of Production of the Picture shall be furnished to Participant within thirty (30) days of the delivery to Participant of the first earnings statement referred to in Paragraph 10, which statement shall be subject to readjustment by Columbia from time to time to correctly reflect the Cost of Production of the Picture. 8. Allocations/Reserves. A. Wherever Columbia (i) makes any expenditures or incurs any liability in respect of a group of motion pictures that includes the Picture, or (ii) Receives from any licensee or other counter-party any payment of Defined Gross Receipts in respect of a group of motion pictures that includes the Picture and the applicable agreement does not specify what portion of the payments apply to the respective motion pictures in the group, or (iii) Receives any payment under an agreement which does not specify the medium of distribution (e.g., theatrical, Home Entertainment or television) to which any or all of the payment relates, or where it is otherwise unclear which medium of distribution a payment relates to, then in any and all such situations, Columbia shall, reasonably and in good faith, include in, or deduct from (as the case may be), the Defined Gross Receipts of the Picture such sums as may be reasonable, or allocate such receipts reasonably among the applicable distribution media, consistent with Columbia’s usual practice in such matters. In determining the fair and reasonable allocation of Defined Gross Receipts of the Picture in respect of a group of motion pictures and/or other programming (hereinafter collectively referred to as “motion pictures”) that includes the Picture where the applicable agreement does not specify what portion of the payments apply to the respective motion pictures in the group, Columbia will take into consideration, and give such weight as Columbia deems appropriate to, whatever factors Columbia deems relevant to the commercial value of the various motion pictures in such group in the applicable territory, medium of exploitation and window, which may include such factors as any or all of the following: (a) the prior performance (in such territories as Columbia and/or the licensee deems relevant) of the



various motion pictures in the group in markets (e.g., the theatrical market) other than the medium of distribution which is the subject of the applicable license; (b) prior performance of the various motion pictures in the group in earlier windows in the same medium of distribution as the subject of the applicable license (e.g., prior television license fees received by the various motion pictures in the group in prior windows in the same territory); (c) the relative commercial appeal in the applicable territory and medium of the stars and directors of the various motion pictures in the group; (d) the genres and MPAA ratings (or comparable ratings, including without limitation local ratings) of the various motion pictures in the group and the commercial appeal and broadcast restrictions with respect to such genres and ratings in the applicable territory, medium and/or window; (e) awards won by the various motion pictures in the group; (f) customary terms on which licensees will license the relevant rights with respect to a single motion picture in the relevant market and territory (including, without limitation, the effective maximum and minimum amounts which licensees/buyers would customarily pay for or attribute to the relevant rights with respect to a single motion picture); (g) the initial release dates and/or relative amounts of prior exposure and exploitation of the various motion pictures in the group; (h) the production budget or acquisition cost of the various motion pictures in the group; (i) any opinions expressed by the licensee/buyer (or its representatives) as to the absolute or relative values of the various motion pictures in the group; (j) the amount, nature and/or timing of exploitation of the various motion pictures in the group that is permitted under the applicable license (e.g., the number and timing of permitted “runs”, length of license period and the length of time between the commencement of the relevant license period and of prior windows); (k) the level of exclusivity granted to the licensee for the various motion pictures in the group; (l) the quality of available print materials for the various motion pictures in the group and the format (e.g., letterbox, high definition, etc) in which the various motion pictures in the group are available for telecast in the relevant territory; and (m) any other factors that Columbia deems relevant to determining the allocation of the applicable Defined Gross Receipts. In any audit and/or arbitration relating to any such allocation, Participant shall bear the burden of establishing that the factors considered by Columbia and/or the weight given by Columbia to the various factors was not reasonable and the arbitrator shall not have the authority to provide for a different allocation unless it determines that the factors considered by Columbia and/or the weight given by Columbia to the various factors was unreasonable. If the arbitrator makes such a determination, any re-allocation by the arbitrator shall be made only after considering and giving appropriate weight to all such relevant factors as may be determined by the arbitrator to be reasonable, it being agreed that it is inherently unreasonable to make an allocation in which only a single factor (such as the theatrical box office performance of the various motion pictures in the group) is taken into consideration. For the avoidance of doubt, where Columbia Receives from any licensee or other counter-party any payment of Defined Gross Receipts in respect of a group of motion pictures that includes the Picture and the applicable agreement specifies what portion of the payment applies to the Picture or provides for a contractual formula for computing what portion of the payment applies to the Picture (which formula may, without limitation, provide for a cap on the amount of the license fee payable in respect of any one motion picture), the amount includible in Defined Gross Receipts in respect of the Picture shall be the amount provided for in the applicable agreement with the third party (or the amount computed in accordance with the applicable contractual formula in the agreement with the licensee or counter-party).



B. If Columbia reasonably anticipates taxes, Residuals, uncollectible accounts, returns or exchanges, bad debts, retroactive wage adjustments, expenses and/or liability in respect of third party claims or litigation, or other reasonably anticipated costs, expenses, adjustments or losses relating to the Picture, which, if and when incurred, will affect the proper computation of Defined Gross Receipts and/or deductions therefrom, Columbia may set up appropriate reserves therefor on a rolling basis (e.g., as potential for such expenses becomes known to Columbia, or as applicable sales are made). If the full amount of any such anticipated costs, expenses or losses is not incurred within twenty-four (24) months after the establishment of the applicable reserve with respect thereto, and no arbitration or legal proceeding is pending in connection with any such cost, expense, adjustment or loss, and no tax audit is pending in connection therewith, Columbia shall, also on a rolling basis, liquidate the remaining balance of the applicable reserve and make a corresponding adjustment in the Defined Gross Receipts of the Picture or in Distribution Expenses or Cost of Production, as applicable, subject to the right of Columbia to thereafter deduct any such cost, expense, adjustment or loss (or re-establish a reserve) if an arbitration or legal proceeding or tax audit is thereafter instituted in connection with such cost, expense, adjustment or loss, or if any such cost, expense, adjustment or loss is thereafter otherwise incurred, sustained, or paid for by Columbia. The foregoing shall be subject to, and without prejudice to, the right of Columbia to make corrections and adjustments from time to time with respect to all Participations, computations and statements to Participant.

9. Foreign Receipts. No money Received by Columbia in respect of the Picture shall be included in Defined Gross Receipts or in statements hereunder for the purpose of determining any amount payable to Participant, except to the extent such money is freely remittable to Columbia in U.S. dollars in the United States, or such money is actually used by Columbia. Money derived from territories outside of the United States which is not remittable to Columbia in the United States in U.S. dollars by reason of currency or other restrictions shall be reflected on statements rendered hereunder for informational purposes only, and Columbia shall, at the request and expense of Participant (subject to any and all limitations, restrictions, laws, rules, and regulations affecting such transactions), deposit into a bank designated by Participant in the country involved, or pay to any other party designated by Participant in such territory, such part thereof, if any, as would have been payable to Participant hereunder, it being understood that any such payment or deposit may be in the local currency, rather than in U.S. dollars. Such deposits or payments to or for Participant shall constitute remittance to Participant, and Columbia shall have no further responsibility therefor. Columbia makes no warranties or representations that any part of any such foreign currencies may be converted into U.S. dollars or transferred to the account of Participant in any foreign country. Costs incurred in a territory during a period when all receipts are blocked shall be charged only against blocked receipts from such territory. Costs incurred in a territory during a period when part of the receipts is blocked and part is remittable to the United States shall be charged proportionately against the blocked and dollar receipts from said territory. However, if costs charged against blocked receipts, in either of the foregoing instances, have not been recovered therefrom within twelve (12) months after such costs were incurred, the deficit shall be computed in dollars at the official rate or such rate of exchange as may be announced from time to time by Citibank at its home office, as Columbia may elect, and thereupon included in Distribution Expenses or Cost of Production, as applicable.



10. Earnings Statements. Columbia shall render to Participant periodic statements showing, in as much detail as Columbia usually furnishes in such statements, the appropriate calculations pursuant to the Agreement and this Schedule B. Such statements may be on a billings or collections basis (or a cash or accrual basis) as Columbia may from time to time elect (it being understood that Columbia shall have the right to account for receipts from certain media/territories on a cash basis and receipts from other media/territories on an accrual basis in the same accounting period). Whenever Columbia reports on an accrual basis, Columbia may establish (and exclude from Defined Gross Receipts) a reasonable reserve for bad debts, consistent with Columbia’s own internal financial accounting practices. Statements shall be rendered quarterly during the twenty-four (24) month period following the initial release of the Picture, semi-annually during the next thirty-six (36) months and annually thereafter; provided, that no statement be rendered for any period in which no receipts are received or charges incurred. In respect of any period during which statements are required to be rendered on any basis other than quarterly, (i) Columbia shall render statements to Participant quarterly during the first twelve (12) month period after the first major theatrical reissue or re-release of the Picture in the United States, and (ii) if the Picture shall be licensed for exhibition in prime-time on a free United States television network (ABC, CBS, NBC or FBC) and a payment on account of the license fee in respect thereof is Received by it, Columbia shall furnish Participant with a statement of the amount of the license fee so Received in any such quarterly period. Statements shall be rendered within sixty (60) days after the close of each accounting period in respect of the United States and Canada and one hundred twenty (120) days after the close of each accounting period in respect of all other places. Statements rendered by Columbia may be amended or corrected by Columbia at any time. Any U.S. dollars due and payable to Participant by Columbia pursuant to any such statement shall be paid to Participant simultaneously with the rendering of such statement. If Columbia makes any overpayment to Participant, Columbia shall have the right to deduct and retain for its own account an amount equal to any such overpayment from any and all sums that would thereafter otherwise be due or payable by Columbia to Participant or for Participant’s account, or may demand repayment from Participant in which event Participant shall repay such overpayment when such demand is made. If at any time following the rendering of the first accounting statement after the initial release of the Picture on Video Devices, Columbia estimates in good faith that the financial performance of the Picture will never reach the point at which any Participation first becomes payable to Participant, Columbia may so notify Participant and may discontinue rendering statements to Participant; provided that (a) Columbia shall be obligated to recommence issuing statements to Participant if it later appears to Columbia that the financial performance of the Picture will reach the point at which Participant’s Participation first becomes payable, (b) Columbia shall continue at all times to be obligated to account for and make payment to Participant of such Participations, if any, as may become due and payable to Participant pursuant to the Agreement, and (c) Columbia will, at Participant’s written, request furnish Participant with an earnings statement not more than once per year. Notwithstanding any contrary provision of the Agreement or this Schedule B, all amounts payable to Participant shall be subject to all laws and regulations now or hereafter in existence requiring the deduction or withholding of payments for income or other taxes payable by or assessable against Participant. Columbia shall have the right to make such deductions and withholdings, and the payment thereof to the governmental agency concerned in accordance with Columbia’s interpretation in good faith of such laws and regulations shall constitute payment to Participant,



and Columbia shall not be liable to Participant for the making of such deductions or withholdings or the payment thereof to the governmental agency concerned. Participant shall make and prosecute any and all claims which it may have (and which it desires to make and prosecute) with respect to the same directly with the governmental agency having jurisdiction in the premises.

11. Accounting Records and Audit Rights.

A. Books of account in respect of the Distribution of the Picture (and other sources of revenue relating to the Picture referred to in Paragraph 2 above) and books of account in respect of the production of the Picture (all of which books of account are hereinafter referred to as “Records”), shall be kept at Columbia’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 Columbia and not to any Subdistributor of the Picture).

B. Participant may, at its own expense, but not more than once annually, audit the applicable Records at the applicable office of Columbia where such Records are customarily maintained in order to verify statements rendered hereunder. For the avoidance of doubt, such audit shall be limited to existing Records actually maintained by Columbia and Columbia shall have no obligation to create any documents, schedules or summaries for purposes of Participant’s audit. Any such audit shall be conducted only by a certified public accountant (subject to Columbia’s reasonable approval) during reasonable business hours and in such manner as not to interfere with Columbia’s normal business activities and shall not continue for more than thirty (30) consecutive days (Columbia approves of any of the so-called “Big-Four” accounting firms which are not regularly retained to provide accounting services to Columbia or any Columbia Affiliate, subject to disqualification in any particular instance for conflict of interest). Participant (and its auditor) shall not have the right to audit, examine or inquire into any books or records of Columbia except for books and records that are directly relevant to the computation of Participant’s Participation and Columbia shall have the right to redact from any Records provided to Participant (or its auditor) any information not directly relevant to the computation of Participant’s Participation. Participant (and its auditor) shall have no right to inspect, and Columbia shall have no obligation to provide, any records in electronic format, it being understood that providing paper copies of Records fully satisfies Columbia’s obligations hereunder. Participant (and its auditor) shall not have the right to examine any particular Records more than once.

C. Each statement shall become final, binding and conclusive upon Participant eighteen (18) months after the date of mailing of such statement, notwithstanding that the matters, items and transactions embraced by, reflected on or contained in any such statement may later be embraced by, reflected on or contained in a subsequent cumulative statement pertaining to more than one accounting period. Participant shall not have the right to audit, examine any Records concerning or otherwise inquire into any matters, items or transactions which are embraced by, reflected on or contained in any such subsequent cumulative statement rendered by Columbia after the expiration of such eighteen (18) month period. Participant shall be forever barred from maintaining or instituting any arbitration or other proceeding



based upon, or in any way pertaining or relating to, any matter, item or transaction embraced by, reflected on or contained in any statement unless Participant has specifically objected, in a writing delivered to Columbia, to the matter, item or transaction within such eighteen (18) month period, and further institutes and commences an arbitration proceeding within twelve (12) months after delivery of such written objection. Participant’s recovery and rights of discovery in any such proceedings are limited to the particular item(s), matter(s) or transaction(s) to which Participant specifically objected in writing prior to the expiration of the applicable eighteen (18) month period, and Participant hereby agrees not to dispute the incontestability provisions contained in this Paragraph 11.C.

D. Participant’s right to examine Columbia’s Records is limited to the Picture, and under no circumstances shall Participant have the right to examine any books, accounts or records of any nature relating to Columbia’s business generally or any other motion picture for the purpose of comparison or otherwise; provided, however, that in the event that Columbia includes in, or deducts from, the Defined Gross Receipts any sums expended or Received in connection with any of the transactions referred to in the first sentence of Paragraph 8 of this Schedule B, Participant shall have the right to examine Columbia’s Records with respect to (i) the total license fee and/or Distribution Expenses for the entire transaction, (ii) the Defined Gross Receipts and/or Distribution Expenses allocated to the Picture in respect of the transaction, and (iii) the titles of all motion pictures included in the transaction.

E. Notwithstanding any contrary provision hereof, Columbia may condition Participant’s right to audit or otherwise examine Columbia’s Records upon Participant and its accountants involved in such audit (“Auditors”) signing, prior to the commencement of such audit or examination, a confidentiality agreement satisfactory in form and substance to Columbia and an agreement to be bound by the terms of this Paragraph 11.

F. Each Auditor shall be obligated to prepare a written report of its findings in connection with each audit or examination undertaken hereunder (“Audit Report”) and to deliver such Audit Report to Columbia concurrently with delivery thereof to Participant, not later than sixty (60) days following the completion of field work. The Audit Report shall set forth any and all overstatements of Defined Gross Receipts and/or understatements of allowable deductions therefrom reported by Columbia to Participant (and/or utilized by Columbia in computing Participant’s Participation) that are discovered by the Auditor in the course of reviewing Columbia’s Records.

G. Participant agrees that Participant’s sole right to receive accountings in connection with the Picture and/or to examine or to obtain discovery relating to Columbia’s Records or to maintain a proceeding relating to Participant’s Participation is as provided in this Schedule B and the provisions of the Agreement providing for binding arbitration of all disputes between Participant and Columbia; and Participant hereby irrevocably waives all other rights to receive an accounting, audit or examine Columbia’s Records, obtain discovery or maintain any action or proceeding under any other provision of law. In particular, Participant shall have no rights of discovery with respect to any Records, items, matters or transactions (i) which are not the subject of an Audit Report that is prepared and delivered to Columbia in conformity with, and within the time parameters provided for, by this Schedule B, or (ii) which are not subject to audit under this Schedule B. Nothing contained in the preceding sentence



shall limit Participant’s rights of discovery in connection with any arbitration proceeding to recover amounts shown as due in respect of specific transactions objected to in an Audit Report, provided that (x) Participant timely commences such audit, timely and properly delivers such Audit Report to Columbia and makes written objection to such transactions in such Audit Report, and timely commences such arbitration proceeding pursuant to the provisions of this Schedule B, and (y) Participant’s rights of discovery shall be limited to those records, items and transactions which are subject to audit under this Schedule B.

H. Notwithstanding any contrary provision of the Agreement or of this Schedule B, Participant expressly agrees that it shall not seek, and will not be entitled to review, or obtain discovery with respect to, (i) Columbia’s tax returns or documents constituting or reflecting Columbia’s tax-related information, (ii) any agreement or arrangement between Columbia (or any Columbia Affiliate) and any duplicator of prints, Video Devices or other physical copies of the Picture, (iii) any agreement or arrangement with any party supplying financing for the production or distribution of the Picture, (iv) any agreement with any other party supplying rights or services who is entitled to a Participation in connection with the Picture, and/or (v) any document that is subject to a confidentiality or non-disclosure agreement which restricts disclosure of such document to a class of parties that includes Participant.

12. No Fiduciary Relationship; Holding of Funds. Participant acknowledges and agrees that Columbia is not an actual or constructive trustee, pledgeholder, fiduciary, partner, joint venturer or agent of Participant and no actual or constructive fiduciary or confidential relationship of any nature exists between Columbia and Participant, and neither Columbia’s Distribution of the Picture or collection of monies in connection with the Picture, nor Columbia’s obligation to account to Participant, nor Columbia’s obligation to pay a Participation to Participant (if due) will be deemed to create such a fiduciary or confidential relationship or give Participant a lien on the Picture or a lien or assignment of proceeds from the exploitation thereof. Participant further acknowledges and agrees that there are no implied covenants or obligations by Columbia in favor of Participant. The relationship between Columbia and Participant is solely that of debtor and creditor and Participant is not a third party beneficiary of any transaction between Columbia and any other Person. Columbia shall be the sole owner of all receipts from the exploitation of the Picture and shall have the right to commingle receipts from the Picture with its other funds. Columbia’s obligation to pay Participant hereunder shall not bear interest nor entitle Participant to any investment returns or other gains that may accrue to such funds prior to payment to Participant. Participant expressly irrevocably waives any right to make or assert (and agrees not to make or assert) any claim or assertion or presumption contrary to the provisions of this Paragraph 12. Participant further acknowledges and agrees that Distributor has no obligation of any nature to account to or provide any information to Participant, except as expressly provided in Paragraph 11 hereof.

13. Ownership. As between Columbia and Participant, Columbia is the sole owner of the Picture, the copyright thereof, and all distribution and other rights therein, and of all revenues, receipts and other monies or benefits from the Distribution and exploitation of the Picture. Participant shall not have any lien or other rights in or to the Picture, any characters depicted in the Picture or any revenues, receipts or other monies or benefits of any nature generated by the Picture, it being understood that the references herein to any of the foregoing are intended



solely for the purpose of determining the time, manner and amount of payments, if any, due to Participant hereunder.

14. Sales Policies. Columbia shall have complete authority to license, market, sell, exploit and dispose of the Picture (or any part thereof) and any or all rights therein (and any or all ancillary and subsidiary rights of any nature relating to the Picture) in any and all media now or hereafter known or devised throughout the Territory in perpetuity, in accordance with such sales methods, policies and terms as Columbia may, in its sole discretion, determine. Columbia shall not be required to exercise any of its rights itself and may license, sub-license or assign any or all of its rights, as it may elect, to any licensee, sub-licensee, Subdistributor, or assignee, including Columbia Affiliates. Without limiting the generality of the foregoing, Columbia may, in its sole discretion (and on such terms and conditions as Columbia may deem advisable in its sole discretion): (i) modify, amend, cancel, adjust and alter any and all agreements, licenses, rental terms, sales methods and policies relating to the distribution, exhibition and/or exploitation of the Picture and/or relating to any of Columbia’s other rights; (ii) adjust, increase or decrease the amount payable by any exhibitor or licensee or the amount of any allowance to any exhibitor or licensee, whether or not included in any theretofore existing agreement or license; (iii) license the distribution and/or exhibition of the Picture (or other rights) upon a percentage basis and/or for a flat amount; (iv) sell or license the distribution of the Picture separately and/or jointly with other motion pictures, whether or not Columbia has any interest in such other motion pictures; (v) exercise or refrain from exercising any or all of its rights in the Picture on such basis as Columbia may determine; (vi) determine the amount, if any, to be expended in connection with the Advertising of the Picture and the manner of all such expenditures, with no obligation to spend any minimum or maximum amount; and/or (vii) determine when (if at all) to audit or check payments or charges from its licensees or vendors and/or to assert any claims or pursue any litigation or other remedies in connection therewith. Columbia shall have the right, but shall not be required, to license the Picture for television, exploitation of Home Entertainment Rights or other types of exhibition or exploitation at any time, and if Columbia exercises its right, it may do so on such terms as Columbia may deem advisable in its sole discretion. Columbia may, in its sole discretion, but shall not be required to, release, reissue or re-release the Picture in any part of the Territory, and Columbia may determine in its sole discretion, and in respect of any part of the Territory, if, when, where and the terms and conditions on which the Picture shall be released, re-released or reissued. If the number of motion pictures which may be distributed by Columbia in any jurisdiction or territory shall be limited by government, industry or self-limitation, the selection of motion pictures to be distributed by Columbia therein shall be made by Columbia in its sole discretion. Participant shall be bound by the terms, provisions and conditions of any agreements heretofore or hereafter made by Columbia (or Columbia’s Affiliates) pursuant to any resolution of the Motion Picture Association (or similar organization) or made by Columbia alone with any government or governmental agency relating to any particular jurisdiction or territory. Nothing contained in this Paragraph 14 shall be deemed to, nor shall it, limit or restrict Columbia’s rights under Paragraph 15 below.

15. Transactions With Columbia Affiliates and/or Related Parties.

A. Participant acknowledges that Columbia is part of a large, diversified international group of affiliated companies and that Columbia frequently enters into



transactions with Columbia Affiliates and other Persons in which Columbia has an interest. Participant agrees that Columbia shall have the unfettered right, in its sole discretion, to enter into transactions with Columbia Affiliates (or Persons that are otherwise affiliated or related directly or indirectly with Columbia or with which Columbia has a direct or indirect interest [a “Related Party”] relating to the Picture (or relating to ancillary or subsidiary rights connected to the Picture), or to refrain from entering into such transactions. Without limiting the generality of the foregoing, Columbia shall have the unfettered right, in its sole discretion, to (i) sell or license the Picture (or Video Devices or other copies of the Picture) to Columbia Affiliates and/or Related Parties or to enter into any other transactions of any nature with Columbia Affiliates and/or Related Parties with respect to the distribution, exploitation or exhibition of the Picture by any means or medium in any territory, and/or (ii) enter into transactions of any nature with Columbia Affiliates and/or Related Parties with respect to the furnishing or supplying of any materials, facilities, equipment or services of any nature in connection with the production of the Picture (or to refrain from engaging in any of the foregoing transactions referenced in clauses [i] and/or [ii] above with any Columbia Affiliate or Related Party). Participant acknowledges and agrees that Columbia shall have no obligation, express or implied, to seek to enter into any transaction or any other business relationship of any nature with unrelated third parties and may, in Columbia’s sole discretion, deal exclusively with Columbia Affiliates in lieu of dealing with unrelated third parties, and Participant expressly waives any claim in law or in equity based in whole or in part upon the purported existence or breach of any such obligation.

B. Any transaction or agreement between Columbia and a Columbia Affiliate relating to the Picture shall be upon financial terms consistent with the financial terms upon which Columbia enters into comparable arrangements for the Distribution, exploitation or exhibition of comparable motion pictures or obtains comparable materials, facilities, equipment or services in connection with production of comparable motion pictures in transactions with Persons that are not Columbia Affiliates (“Comparable Transactions”), or if there are no such Comparable Transactions between Columbia and Persons that are not Columbia Affiliates, the applicable transaction between Columbia and a Columbia Affiliate shall be on “fair market” financial terms. In any arbitration between Columbia and Participant in which there is an issue as to whether a transaction between Columbia and a Columbia Affiliate is consistent with the standard set forth in this Paragraph 15.B, the arbitrator shall appoint an independent national accounting firm to act as a special master to determine whether such standard has been met and to prepare a written report thereon to be delivered to the Arbitrator only. Records and information relating to Comparable Transactions, if any, shall be disclosed to the special master in strictest confidence and shall not be disclosed to Participant or its representatives, except that the arbitrator may order the disclosure to Participant and/or its representatives (subject to a protective order maintaining the confidentiality of such information to the maximum extent permitted by law), and to Columbia, of only such portions of the report of the special master as are indispensable to the adjudication of the issue.

C. Each transaction between Columbia and a Columbia Affiliate shall be deemed to be consistent with the standard set forth in Paragraph 15.B unless Participant shall satisfy the burden of proving that the financial results of the applicable transaction, taken as a whole, are materially less favorable to Participant than would have been the case if the transaction had been consistent with the standard set forth in Paragraph 15.B. If Participant sustains such



burden of proof, Participant’s sole remedy shall be the right to receive an appropriate adjustment to statements issued to Participant hereunder so that the financial results of the applicable transaction to Participant, as reflected on such statements, is consistent with the financial results that would have applied to Participant if the financial terms of the applicable transaction, taken as a whole, had been consistent with Paragraph 15.B.

16. No Warranties. Columbia has not made any express or implied representation, warranty, guarantee or agreement to Participant in connection with the Agreement or this Schedule B except for matters explicitly set forth in the Agreement or this Schedule B. Without limiting the generality of the foregoing, Columbia has not made any express or implied representation, warranty, guarantee or agreement (i) as to the amount of Defined Gross Receipts which will be derived from the Distribution of the Picture, or (ii) that there will be any Participation payable to Participant in connection with the Picture, regardless of the level of income, revenues, receipts or profits that Columbia or any Columbia Affiliate or any other Person may realize (or report in its financial statements or report to tax authorities) in respect of the Picture, or (iii) that the Picture will be favorably received by exhibitors or by the public, or will be distributed in any particular medium or territory (or at all) or that any such Distribution will be continuous, or (iv) that Columbia now has or will have or control any theaters or other distribution or exhibition facilities in the United States or elsewhere, or (v) that any licensee or other Person, except for Columbia Affiliates, will make payment of any sums payable pursuant to any agreement between Columbia and such licensee or other Person, Columbia’s obligation hereunder being limited to accounting only for such license fees or other amounts reportable hereunder as may be actually Received by Columbia from such licensee or other Person. Participant acknowledges and agrees that Participant’s Participation is highly speculative and that it is likely that no Participation whatsoever will become payable to Participant in connection with the Picture. In no event shall Participant make (or be entitled to any recovery in respect of) any claim that Columbia has failed to realize receipts or revenues which should or could have been realized in connection with the Picture or any of Columbia’s rights therein.

17. Columbia Sales and Assignments. Columbia shall have the right, at any time, to sell, transfer, assign or hypothecate any or all of its right, title and interest, in and to the Picture and the negative and copyright thereof; provided that any such sale, transfer, assignment or hypothecation shall be subject to Participant’s rights to participate in the financial results of the Distribution and exploitation of the Picture as provided for in the Agreement and in this Schedule B. Upon the purchaser, transferee or assignee assuming in writing performance of Columbia’s executory obligations hereunder in place and stead of Columbia, Columbia shall, provided that such purchaser, transferee or assignee is at the time of its assuming performance a financially responsible party, be released and discharged of and from any further liability or obligation hereunder. The terms of the agreement between Columbia and any such assignee or transferee, and the amounts, if any, received by Columbia in connection with any such transaction (as opposed to the financial results of the Distribution and exploitation of the Picture) shall disregarded for all purposes in connection with the computation of Participant’s Participation hereunder, and none of the monies or other consideration received by, or paid or payable to, Columbia shall constitute Defined Gross Receipts hereunder, nor be subject to audit by Participant, it being understood that Participant’s Participation shall continue to be computed solely on the basis of the financial results of the Distribution and exploitation of the



Picture. Columbia shall not be required to disclose to Participant at any time any information relating to any such sale or transfer of Columbia’s rights in the Picture.

18. Financing Transactions. Notwithstanding any contrary provision of the Agreement or of this Schedule B, all financing transactions of any nature, including without limitation (i) any and all sums, loans, equity investments, and/or governmental incentives such as subsidies, tax credits or tax rebates, received by Columbia or any Columbia Affiliate(s) to finance production and/or Distribution Expenses of the Picture, or as advances for, or as reimbursement of, all or any portion of the Cost of Production and/or Distribution Expenses of the Picture, and all other monies or other benefits received by Columbia or any Columbia Affiliate(s) in connection with financing transactions of any nature, (ii) any and all costs or expenses paid or incurred by Columbia or any Columbia Affiliate(s) in connection with any financing transaction and/or (iii) any and all Participations or other payments by Columbia or any Columbia Affiliate(s) to any Person involved in any financing transaction, shall be disregarded for all purposes in determining Defined Gross Receipts, Distribution Expenses or Cost of Production, or otherwise computing the Participation payable to Participant hereunder, and shall not be subject to audit by Participant. Columbia shall not be required to disclose to Participant at any time any information relating to any such financing transaction(s).

19. Participant Assignments. Subject to any contrary provision of the Agreement, Participant shall have the right to sell, assign, transfer or hypothecate (all hereinafter referred to as “assign”) all or any part of Participant’s right to receive the monies payable to Participant hereunder, provided, however, that (i) any such assignment shall be in writing and in form and substance satisfactory to Columbia; (ii) Columbia shall not be required to accept or honor any assignment or assignments which would result in requiring Columbia to make payments in respect of Participant’s Participation to more than one (1) Person unless a single Person is designated to receive and disburse all monies payable to Participant and all other Persons entitled to share therein; (iii) Participant’s audit and other rights under Paragraph 11 are personal to Participant and may not be assigned or delegated to any third party (including any third party assignee of the right to receive any or all of the Participation otherwise payable to Participant under the Agreement), and in no event shall any party other than Participant have the right to audit Columbia’s Records; and (iv) any such assignment shall at all times be subject to all pertinent laws and governmental regulations and to all of the rights of Columbia hereunder. If Participant proposes to transfer for financial consideration (i.e., not as a gift or bequest) all or any part of Participant’s right to receive the Participation payable to Participant under the Agreement (the “Subject Participation”) to a Person that is not owned and controlled by Participant, then prior to concluding such proposed transaction, Participant shall give Columbia written notice (“Sale Notice”) of the name and address of the proposed transferee and the material financial terms and conditions of the proposed transaction (collectively, the “Proposed Terms”). During the period of thirty (30) days following Columbia’s actual receipt of Participant’s Sale Notice, Columbia shall have the exclusive option (“Last Refusal Right”), exercisable by written notice to Participant, to acquire the Subject Participation upon the Proposed Terms. If Columbia exercises its Last Refusal Right, Columbia shall, upon payment to Participant of the cash consideration specified in the Sale Notice, automatically acquire the Subject Participation on the Proposed Terms; provided, however, that Columbia may exclude from the Proposed Terms and may exercise its Last Refusal Right without agreeing to any term which may not as easily be met by one person as another and/or any term which is not readily



reducible to a determinable sum of money. Columbia’s Last Refusal Right shall continue in full force and effect so long as Participant retains any of the Participation payable under the Agreement and Columbia’s failure to acquire any Subject Participation at any time shall not affect Columbia’s continuing Last Refusal Right with respect to any subsequent proposed transfer of the same or any other Subject Participation. If Columbia exercises any Last Refusal Right, Participant shall execute and deliver to Columbia such further instruments and documents as may be necessary to confirm Columbia’s acquisition of the subject Participation, although Participant’s failure to do so shall not adversely affect Columbia’s acquisition thereof.

20. Excess of Permitted Participation Payments. In the event the Participation payable to Participant hereunder shall exceed that permitted by any law or governmental regulation, Columbia shall (at Participant’s cost) use its reasonable efforts to assist Participant in the application to the appropriate authority for the right to pay Participant the Participation payable to Participant pursuant to the Agreement and shall pay the difference between the sums payable pursuant to the Agreement and the sums permitted to be paid at such time, if ever, as it may be legally permissible to Columbia to pay the difference.

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SCHEDULE B-1

S O U N D T R A C K A L B U M R O Y A L T I E S Columbia is not engaged in the business of manufacturing, selling, or marketing of soundtrack albums. Provided that Participant (or any third party affiliated with or subsidiary to Participant or of which Participant has beneficial or constructive control) is not entitled to any portion of the royalties or revenues derived from distribution or licensing of Soundtrack Albums separate and apart from, or independently of, this Schedule B-1, if Columbia is vested with the right to manufacture, market, sell, and license soundtrack albums made from the soundtrack of the Picture (“Soundtrack Album(s)”) and grants to any Columbia Affiliate or any other licensee (the “Album Distributor”) a license to manufacture, market, and sell Soundtrack Albums, Columbia shall include in the Defined Gross Receipts of the Picture a royalty equal to the aggregate of all money Received by Columbia from any such Album Distributor in respect of any Soundtrack Album from and after the point such Soundtrack Album reaches Album Recoupment (as defined below), less an amount equal to the aggregate of the following:

A. Any amounts and royalties which shall be payable to any Persons in connection with Soundtrack Albums in accordance with the agreement(s) which may have been entered into with any such Person(s);

B. All costs with respect to Soundtrack Albums incurred by Columbia under agreement(s) with any guild or union wherever located and whether now or hereafter in existence, including without limitation reuse or new use fees, rerecording fees and actual recording costs.

C. Any additional costs (which are not included in the Cost of Production of the Picture) incurred by Columbia in connection with the production and/or distribution of Soundtrack Albums, including without limitation the following: the cost of recording or rerecording of the soundtrack; artist, music producer and/or songwriter fees; master use fees and sampling fees; and conversion, editing, sweetening, transfer and/or mixing costs.

D. Any additional costs incurred by Columbia in connection with the preparation or production of music videos.

“Album Recoupment” means the point at which the Album Distributor has recouped any and all advances, recording costs and/or other amounts which are recoupable prior to the payment of Soundtrack Album royalties to Columbia, and Soundtrack Album royalties are first payable to Columbia under the terms of the agreement between Columbia and the Album Distributor. For the avoidance of doubt, any advance paid or payable by the Album Distributor to Columbia in connection with any Soundtrack Album shall be disregarded in computing Participant’s Participation.

For the avoidance of doubt, Sony BMG Music and other Columbia Affiliates in the business of distributing Soundtrack Albums shall not be deemed a part of Columbia; however any license by Columbia to any such Columbia Affiliate of the right to manufacture, market



and/or sell Soundtrack Albums must be on terms which are consistent with Paragraph 15.B of Schedule B.

END OF SCHEDULE B-1



SCHEDULE B-2 M U S I C P U B L I S H I N G R I G H T S Provided that Participant (or any third party affiliated with or subsidiary to Participant or of which Participant has beneficial or constructive control) is not entitled to any portion of the royalties or revenues derived from any music publishing rights in any musical compositions contained in the soundtrack of the Picture (“Picture Music”), separate and apart from, or independently of, this Schedule B-2, if Columbia is vested with music publishing rights in and to any Picture Music, there shall be included in the Defined Gross Receipts of the Picture a royalty equal to Twenty Percent (20%) of the “Publisher’s Share” of all money Received by Columbia or by a Columbia Affiliate that engages in music publishing on Columbia’s behalf (“Music Publisher”) in the United States from the exercise of music publishing rights. The “Publisher’s Share” shall be deemed to mean an amount equal to (a) all money actually collected by the Music Publisher from the licensing to third parties of the right to exploit or reproduce the Picture Music, including without limitation mechanical reproduction fees, synchronization license fees, performing fees and royalties from the publication of sheet music (“Music Publishing Gross Receipts”), less (b) the total of (i) all collection fees, administration fees and all other costs and expenses incurred by the Music Publisher in connection with administering such rights and collecting such sums, and (ii) any and all royalties paid to authors, composers or any other third parties in respect of Music Publishing Gross Receipts.

END OF SCHEDULE B-2



SCHEDULE B-3 M E R C H A N D I S I N G R O Y A L T I E S Provided Columbia is vested with merchandising rights and/or novelization publication rights in and to the Picture and that Participant (or any third party affiliated with or subsidiary to Participant or of which Participant has beneficial or constructive control) is not entitled to any portion of the royalties or revenue derived from any merchandising or novelization publication rights, separate or apart from, or independently of, this Schedule B-3, the Defined Gross Receipts of the Picture shall include an amount equal to: (A) Fifty Percent (50%) of all cash license fees Received by Columbia as a result of the exercise or licensing of merchandising rights and/or novelization publication rights by Columbia (or by a Columbia Affiliate that engages in consumer products licensing on Columbia’s behalf), less (B) The total of (i) all costs and expenses incurred by Columbia (or by the Columbia Affiliate that engages in consumer products licensing on Columbia’s behalf) in connection with the exercise or licensing of merchandising rights and/or novelization publication rights with respect to the Picture, and (ii) all royalties and Participations payable to third parties in respect of the exercise or licensing of merchandising rights and/or novelization publication rights with respect to the Picture.

END OF SCHEDULE B-3



SCHEDULE C

F O R M O F L A B O R A T O R Y A C C E S S A G R E E M E N T

[SEE ATTACHED]

1

L A B O R A T O R Y A C C E S S A G R E E M E N T

“Untitled Eric Singer Project”

As of May 15, 2012

This laboratory access agreement (“Laboratory Access Agreement”) is entered into among [_______________] (“Laboratory”), Panorama Media LLC (“Agent”), as agent for White Dog Productions LLC (“Owner”; Agent and Owner shall be collectively referred to herein as “Licensor”), and Sony Pictures Worldwide Acquisitions Inc., its successors, licensees, assignees, or designees (“SPWA”), with respect to that certain feature length motion picture entitled “Untitled Eric Singer Project” (“Picture”). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Laboratory, Licensor, and SPWA have agreed to the following: Laboratory hereby acknowledges that it has and shall continue to have in its possession under the name of Licensor, free of any liens, claims, charges or encumbrances [whether statutory or under common law], those materials in connection with the Picture listed in Schedule 1, attached hereto (“Materials”). Laboratory is hereby advised that Licensor is entering into an agreement (“Agreement”) dated as of May 15, 2012 with SPWA pursuant to which SPWA has been granted certain sole and exclusive Rights in and to the Picture in the Territory and during the Term (as all such terms are defined under the Agreement). Accordingly, Laboratory is hereby irrevocably authorized, directed, and instructed as of the date hereof and at all times during the Term to: (i) provide unrestricted and unlimited access to all the Materials (“Access”) to SPWA; and (ii) accept, honor, and deliver (at prices not exceeding Laboratory’s then prevailing rates for like work) all orders for laboratory services and materials (“Services”) of any and all kinds (including, without limitation, the manufacture of release prints and preprint and other duplicating materials of commercially acceptable quality) ordered by SPWA upon the following understanding: 1. Laboratory hereby certifies that release prints of the Picture in 35mm with dialogue recorded in the English language and being of a commercially acceptable technical quality may be struck from the Materials. 2. All Services ordered by SPWA or Licensor, respectively, shall be at the sole cost of the party which ordered such Services, and the Laboratory shall look solely to such ordering party for payment of such charges as may be incurred; neither SPWA nor Licensor shall be responsible for any Services ordered by any third party with respect to the Picture. As between Licensor and SPWA, all costs of maintaining the Materials at Laboratory shall be the sole responsibility of Licensor, and Laboratory shall not look to SPWA for the payment of such costs; 3. Laboratory shall not by reason of unpaid charges (if any) incurred by the other of the

2

said parties or by any third party: (i) assert any lien, claim, charge, or encumbrance [whether statutory or under common law] against SPWA, Licensor, their respective property, and/or any of the Materials; and/or (ii) refuse to provide Access or Services to either SPWA or Licensor; 4. Laboratory shall not permit the editing or altering of any of the Materials without the joint prior written consent of Licensor and SPWA; 5. Laboratory shall retain possession of all the Materials at Laboratory’s address (set forth below) and Laboratory shall not remove, deliver, dispose of, or release [or permit to be removed, delivered, disposed of, or released] any of the Materials from the Laboratory without both: (i) the joint prior written consent of Licensor and SPWA; and (ii) SPWA’s receipt of a laboratory access agreement (substantially in the form of this Laboratory Access Agreement) executed by Licensor, SPWA, and the entity taking possession of the Materials; 6. Notwithstanding Paragraph 5., above, during the Term of the Agreement: (i) any materials manufactured from the Services for the benefit of SPWA or Licensor, respectively, may be removed or released from Laboratory at the request of the party ordering the same and Laboratory shall deliver the same as instructed by such party; and (ii) Licensor’s prior written consent shall not be required for SPWA to remove any Materials to a third-party laboratory (“SPWA Lab”) if both: (A) the SPWA Lab to which the Materials are to be moved performs services of a nature not customarily performed by Laboratory (e.g., video mastering, duplication, special effects); and (B) prior to the moving of such Materials, Licensor, SPWA, and such SPWA Lab execute a laboratory access agreement in favor of Licensor (substantially in the form of this Laboratory Access Agreement); and 7. The instructions contained under this Laboratory Access Agreement shall be binding upon and inure to the benefit of the respective successors, licensees, assigns, and designees of the parties hereto, are irrevocable, and may not be altered, amended, supplemented, modified, or terminated except by a written instrument duly executed by Laboratory, Licensor, and SPWA. 8. Any notice or communications provided for hereunder must be in writing and delivered either personally, by telecopy, telex or by registered mail, postage prepaid to the following addresses and shall be conclusively deemed to have been received by the addressee and to be effective on the day on which it is personally delivered to such party at the address set forth below (or to such other address as specified by like notice) or, if sent by registered or certified U.S. mail, on the fifth business day after the date on which it is mailed, postage prepaid, addressed to such party at such address, or if sent by cable, telegram, telex or telecopier on the day on which it is wired or telexed:

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For Laboratory: For Licensor: For SPWA: Sony Pictures Worldwide Acquisitions Inc. 10202 West Washington Boulevard Culver City, CA 90232 Attention: James Grace Telephone: (310) 244-8371 Facsimile: (310) 244-2037

[SIGNATURES ON NEXT PAGE]

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BY SIGNING IN THE SPACES PROVIDED BELOW, THE PARTIES AGREE TO THE TERMS SET FORTH HEREIN. PANORAMA MEDIA LLC By: _____________________________ Its: _____________________________

SONY PICTURES WORLDWIDE ACQUISITIONS INC. By: _____________________________ Its: _____________________________

[LABORATORY] By: _____________________________ Its: _____________________________

[THIS DOCUMENT MAY BE EXECUTED IN COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT]

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SCHEDULE 1

M A T E R I A L S

“Untitled Spike Jonze Project”: DISTRIBUTION AGREEMENT

D-1 E:\LEGAL\STEINBERG\PANORAMA\AMBULL\DISTRIBUTION AGREEMENT 5.1.DOCX

SCHEDULE D

F O R M O F I N S T R U M E N T O F T R A N S F E R

[SEE ATTACHED]

1

I N S T R U M E N T O F T R A N S F E R

“Untitled Eric Singer Project”

As of May 15, 2012

[TO BE CONFORMED WHEN AGREEMENT FINALIZED]

For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Panorama Media LLC (“Agent”), as agent for White Dog Productions LLC (“Owner”; Agent and Owner shall be collectively referred to herein as “Licensor”), hereby assigns to Sony Pictures Worldwide Acquisitions Inc. (“SPWA”) by means of this Instrument of Transfer, the Rights to the Picture, in the Territory, and for the Term (as such terms are defined below) as more specifically set forth in the agreement dated as of May 15, 2012 by and between Licensor and SPWA (“Agreement”): 1. Picture. The “Picture” shall mean that motion picture currently entitled “Untitled Eric Singer Project”. 2. Rights. The “Rights” shall mean and include the sole and exclusive right, under copyright, in the Territory and throughout the Term (as such terms are defined herein), to (and to license others to) exhibit, distribute, market, display, project, transmit, reproduce, broadcast, perform, advertise, publicize, exploit, sell copies of, dispose of and otherwise communicate publicly or privately and/or turn to account the Picture (and its plot, themes and other elements), and trailers and clips and excerpts therefrom, in any and all languages and versions, in the Territory, on any and all kinds, sizes, gauges and/or widths of film, tape, computer, electronic, digital, on-line transmission by any and every means, method, process or device or other delivery systems now known or hereafter developed in the following media (now known and hereafter exploited and not yet known or devised) in any and all languages and versions(collectively, “Rights”): Theatrical Rights, Non-Theatrical Rights, Video Rights, Television Rights, and Ancillary Rights. The Rights granted to SPWA shall include a Right of First Negotiation and First Refusal to Derivative Productions (as defined in the Agreement).

2.1. Theatrical Rights. “Theatrical Rights” means and includes the right to

advertise, promote, distribute, reproduce, and otherwise exploit the Picture for viewing by the public in theaters, in any and all languages or versions, and including, without limitation, the right to enter into rentals, leases, licenses and sublicenses in any theater, or other places of public viewing, without regard as to how the Picture is distributed to theaters (e.g., on any and all sizes and gauges of film, tape or disc, or distribution to theaters by any other means, whether now known or hereafter known or devised, including, without limitation, by any Transmission Means).

2.2. Non-Theatrical Rights. “Non-Theatrical Rights” means and includes the

right to advertise, promote, distribute (including, without limitation, the right to enter into rentals, leases, licenses and sublicenses), reproduce, and otherwise exploit the Picture in Non-Theatrical Markets, as defined below, by any and all means, whether now known or

2

hereafter known or devised (including, without limitation, by any Transmission Means). “Non-Theatrical Markets” means and includes airlines, educational and institutional facilities (including, without limitation, schools, libraries, hospitals, and nursing homes), religious organizations and facilities (e.g., churches), Red Cross facilities, oil rigs and oil fields, public transportation, corporate locations, ships at sea flying the flag of a country in the Territory or which are serviced from within the country of such flag, governmental bodies (including, without limitation, embassies, military and armed services installations, bases, and vessels, and all other governmental facilities flying the flag of the Territory), hotels, motels, prisons, and all other locations, institutions, and/or forms of transportation, not primarily engaged in the business of exhibiting motion pictures, where the Picture is exploited before an audience.

2.3. Video Rights. “Video Rights” means and includes the right (as applicable) to manufacture, advertise, promote, distribute, reproduce, and otherwise exploit the Picture by any basis (including, without limitation, by sale, rental or subscription), whether directly or through licensees, retailers, agents or sublicensees, in all languages, versions, and sizes, utilizing any media (including, without limitation, interactive media and multi-media), on all forms, formats of video devices, and resolutions now known or hereafter known or devised, including, without limitation, all Videogram, Electronic Sell-Through, and Video-On-Demand (as all such terms are defined below), delivered by any and all Transmission Means. “Videogram” shall mean any and all video devices now known or hereafter known or devised, including, without limitation, any and all forms, formats and sizes of videocassette, cartridge, phonogram, tape, video disc, laser disc, 8mm recording, DVD (including, without limitation, standard, down-res and high definition [e.g., Blu Ray and HD DVD]), DVD-ROM, internet access-ready DVD, CD-I and CD-ROM, Video Compact Disc, UMD or other game console or game device medium, memory stick, memory card, any and all forms of embedding, computer hard drive or microprocessor, including, without limitation, any of the foregoing created by a kiosk or interactive terminal capable of creating a copy of the Picture for consumer use, Manufacture-on-Demand (“Manufacture-on-Demand” means any service whereby a Videogram is manufactured upon a customer’s order and purchase of such Videogram and then delivered either to the customer directly or to a retailer for in-store pick-up by the customer, regardless of the means of transmission or delivery of the file from which the Videogram is manufactured), and In-Store Digital Download (“In-Store Digital Download” means the right to distribute the Picture to end users by means of digital download to an end user's portable storage device which the end user physically brings to a retail store or other non-residential location to receive the Picture digitally from a non-portable storage device maintained at such location pursuant to an authorized transaction whereby the end user is licensed to retain such work for subsequent playback on an associated personal playback hardware system), together with any other form or format of audio-visual recording or storage medium, now known or hereafter devised. “Electronic Sell Through” including, without limitation, so-called “digital sell-through”, “download-to-own”, “download-to-burn”, and “on-demand retention licensing” shall mean the embodiment of the Picture in any intangible or electronic form now known or hereafter devised (including, without limitation, as software or an electronic audio-visual file), which permits an unlimited number of viewings or unlimited retention by the viewer and which is delivered by any Transmission Means. “Video-on-Demand” including, without limitation, so-called “electronic rental”, “download-to-rent”, and “digital rental”, shall mean the exploitation of the Picture on a

3

rental, subscription or free basis (including ad-supported or as part of basic programming) for private viewing in any venue (including, without limitation, residences and hotels) which is delivered by any Transmission Means and which is either: (i) in a mode whereby the viewer may elect to start each exhibition at a time chosen by the viewer (including, without limitation, so-called “subscription video-on-demand”, “free video-on-demand”, and “basic video-on-demand”); or (ii) “pay-per-view” (including, without limitation, so-called “near video-on-demand” and “subscription pay-per-view”) which shall mean exhibition of the Picture, by way of any Transmission Means, over a service whereby the viewer may choose from a selection of programs with exhibition times chosen and offered by the service provider.

2.4. Television Rights. “Television Rights” means and includes the right to

advertise, promote, distribute, reproduce, and otherwise exploit the Picture by means of a linear, scheduled television signal at exhibition times chosen by the service provider (e.g., broadcaster), either encrypted or unencrypted, and delivered by any Transmission Means (“Television”). Television Rights include, without limitation, the right to exploit the Picture via Pay Television Rights and Free Television Rights, as all are defined below. “Pay Television Rights” shall mean Television exhibition for which the viewer pays a premium subscription fee for the right to view programming transmitted (e.g., HBO). “Free Television Rights” means: (i) Television exhibition transmitted free to the public and primarily broadcast via digital or analog broadcast signal, whether network stations or independent stations, which exhibition is primarily supported by advertisement revenues and sponsorships; and (ii) Television exhibition in respect of which the viewer pays a subscription fee for the privilege of receiving such service together with other program services [other than Pay Television Rights services] and which exhibition is primarily supported by advertisement revenues and sponsorships (i.e., so called “basic television”).

2.5. Ancillary Rights. “Ancillary Rights” means and includes the right to advertise,

promote, distribute, reproduce, and otherwise exploit all ancillary, incidental and subsidiary rights in and to the Picture including, without limitation, all Merchandising (as defined below), character licensing, music, photonovel, novelization, screenplay publication, and theme park (or other “themed” or location-based attraction) rights. “Merchandising” includes, without limitation, the right to create and exploit computer, video, and other electronic games based upon the Picture or any element thereof, including, without limitation, the sole and exclusive right to create or license the creation of interactive programs, whether in CD-ROM, DVD, set-top or arcade formats; and the right to create and exploit toys, non-electronic games, comic books and so-called “making of books”, apparel, food and beverages, posters, and any and all other commodities, services or items based upon the Picture or any element thereof.

2.6. Transmission Means. “Transmission Means” shall mean any form of

intangible, traditional, digital, or electronic transmission methods now known or hereafter devised including, without limitation, downloading and streaming, by means of the internet, worldwide web, internet protocol or so-called “broadband” or “on-line” delivery, telephone, fiberoptics, power lines, wireless (including, without limitation, mobile, cellular, radio and microwave technologies), MDS, UMTS, closed circuit, analog or digital signal via UHF/VHF broadcast, satellite, cable, CATV, MMDS, SMATV, MATV, DBS, TVRO, and every other form of transmission, now known or hereafter devised, to any device, now

4

known or hereafter devised (including, without limitation, a television, computer, cell phone, personal or digital assistant or game device).

3. Territory. The “Territory” shall mean and include [TO BE CONFORMED]. 4. Term. The “Term” shall begin on the date hereof and continue for [TO BE CONFORMED]

SPWA, its successors and assigns, are hereby empowered to bring, prosecute, defend and appear in suits, actions and proceedings of any nature under or concerning infringement of or interference with any of the Rights granted to it under the Agreement in SPWA’s own name or in the name, stead and on behalf of Licensor, as SPWA may deem necessary, appropriate or desirable. Licensor may, at its own cost and expense, participate in any suit, action or proceeding using counsel of its choice. This instrument is effective as of May 15, 2012 and is executed in connection with and is subject to the Agreement.

[SIGNATURES ON NEXT PAGE] PANORAMA MEDIA LLC By: ___________________________ Its: ___________________________

NOTARIZATION: State of California County of _____________________________) On _______________________________ before me, ___________________________________________ (insert name and title of the officer) personally appeared___________________________________, who 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. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature __________________________________ (Seal)


E-1 E:\LEGAL\STEINBERG\PANORAMA\AMBULL\DISTRIBUTION AGREEMENT 5.1.DOCX

SCHEDULE E

D E F I N I T I O N S 1. Theatrical Rights. “Theatrical Rights” means and includes the right to advertise, promote, distribute, reproduce, and otherwise exploit the Picture for viewing by the public in theaters, in any and all languages or versions, and including, without limitation, the right to enter into rentals, leases, licenses and sublicenses in any theater, or other places of public viewing, without regard as to how the Picture is distributed to theaters (e.g., on any and all sizes and gauges of film, tape or disc, or distribution to theaters by any other means, whether now known or hereafter known or devised, including, without limitation, by any Transmission Means). 2. Non-Theatrical Rights. “Non-Theatrical Rights” means and includes the right to advertise, promote, distribute (including, without limitation, the right to enter into rentals, leases, licenses and sublicenses), reproduce, and otherwise exploit the Picture in Non-Theatrical Markets, as defined below, by any and all means, whether now known or hereafter known or devised (including, without limitation, by any Transmission Means). “Non-Theatrical Markets” means and includes airlines flying the flag of a country in the Territory or which are serviced from within the country of such flag, educational and institutional facilities (including, without limitation, schools, libraries, hospitals, and nursing homes), religious organizations and facilities (e.g., churches), Red Cross facilities, oil rigs and oil fields, public transportation, corporate locations, ships at sea flying the flag of a country in the Territory or which are serviced from within the country of such flag, governmental bodies (including, without limitation, embassies, military and armed services installations, bases, and vessels, and all other governmental facilities flying the flag of the Territory), hotels, motels, prisons, and all other locations, institutions, and/or forms of transportation, not primarily engaged in the business of exhibiting motion pictures, where the Picture is exploited before an audience. 3. Video Rights. “Video Rights” means and includes the right (as applicable) to manufacture, advertise, promote, distribute, reproduce, and otherwise exploit the Picture by any basis (including, without limitation, by sale, rental or subscription), whether directly or through licensees, retailers, agents or sublicensees, in all languages, versions, and sizes, utilizing any media (including, without limitation, interactive media and multi-media), on all forms, formats of video devices, and resolutions now known or hereafter known or devised, including, without limitation, all Videogram, Electronic Sell-Through, and Video-On-Demand (as all such terms are defined below), delivered by any and all Transmission Means. “Videogram” shall mean any and all video devices now known or hereafter known or devised, including, without limitation, any and all forms, formats and sizes of videocassette, cartridge, phonogram, tape, video disc, laser disc, 8mm recording, DVD (including, without limitation, standard, down-res and high definition [e.g., Blu Ray and HD DVD]), DVD-ROM, internet access-ready DVD, CD-I and CD-ROM, Video Compact Disc, UMD or other game console or game device medium, memory stick, memory card, any and all forms of embedding, computer hard drive or microprocessor, including, without limitation, any of the foregoing created by a kiosk or



interactive terminal capable of creating a copy of the Picture for consumer use, Manufacture-on-Demand (“Manufacture-on-Demand” means any service whereby a Videogram is manufactured upon a customer’s order and purchase of such Videogram and then delivered either to the customer directly or to a retailer for in-store pick-up by the customer, regardless of the means of transmission or delivery of the file from which the Videogram is manufactured), and In-Store Digital Download (“In-Store Digital Download” means the right to distribute the Picture to end users by means of digital download to an end user’s portable storage device which the end user physically brings to a retail store or other non-residential location to receive the Picture digitally from a non-portable storage device maintained at such location pursuant to an authorized transaction whereby the end user is licensed to retain such work for subsequent playback on an associated personal playback hardware system), together with any other form or format of audio-visual recording or storage medium, now known or hereafter devised. Videogram shall include the right to provide a digital or electronic copy of the Picture in the physical package of the Videogram of the Picture (e.g., a disc, drive or other device included in the applicable video device that authorizes the consumer to create a digital or electronic copy of the same Picture) and/or to otherwise include with a video device access to an electronic copy of the Picture which is delivered by any Transmission Means (e.g., a code to include the Picture in such viewer’s “electronic locker”) for a limited or unlimited period of time. “Electronic Sell Through” including, without limitation, so-called “digital sell-through”, “download-to-own”, “download-to-burn”, and “on-demand retention licensing” shall mean the embodiment of the Picture in any intangible or electronic form now known or hereafter devised (including, without limitation, as software or an electronic audio-visual file), which permits an unlimited number of viewings, an unlimited period of access and/or unlimited retention by the viewer and which is delivered by any Transmission Means. “Video-on-Demand” including, without limitation, so-called “electronic rental”, “download-to-rent”, and “digital rental”, shall mean the exploitation of the Picture on a rental, subscription or free basis (including ad-supported or as part of basic programming) for private viewing in any venue (including, without limitation, residences and hotels) which is delivered by any Transmission Means and which is either: (i) in a mode whereby the viewer may elect to start each exhibition at a time chosen by the viewer (including, without limitation, so-called “subscription video-on-demand”, “free video-on-demand”, and “basic video-on-demand”); or (ii) “pay-per-view” (including, without limitation, so-called “near video-on-demand” and “subscription pay-per-view”) which shall mean exhibition of the Picture, by way of any Transmission Means, over a service whereby the viewer may choose from a selection of programs with exhibition times chosen and offered by the service provider. 4. Television Rights. “Television Rights” means and includes the right to advertise, promote, distribute, reproduce, and otherwise exploit the Picture by means of a linear, scheduled television signal at exhibition times chosen by the service provider (e.g., broadcaster), either encrypted or unencrypted, and delivered by any Transmission Means (“Television”). Television Rights include, without limitation, the right to exploit the Picture via Pay Television Rights and Free Television Rights, as all are defined below. “Pay Television Rights” shall mean Television exhibition for which the viewer pays a premium subscription fee for the right to view programming transmitted (e.g., HBO). “Free Television Rights” means: (i) Television exhibition transmitted free to the public and primarily broadcast via digital or analog broadcast



signal, whether network stations or independent stations, which exhibition is primarily supported by advertisement revenues and sponsorships; and (ii) Television exhibition in respect of which the viewer pays a subscription fee for the privilege of receiving such service together with other program services [other than Pay Television Rights services] and which exhibition is primarily supported by advertisement revenues and sponsorships (i.e., so called “basic television”). 5. Ancillary Rights. “Ancillary Rights” means and includes the right to advertise, promote, distribute, reproduce, and otherwise exploit all ancillary, incidental and subsidiary rights in and to the Picture including, without limitation, all Merchandising (as defined below), character licensing, music, Music Publishing Rights (as defined below), Soundtrack Album Rights (as defined below), Master Recording Rights (as defined below), photonovel, novelization, screenplay publication, and theme park (or other “themed” or location-based attraction) rights. “Merchandising” includes, without limitation, the right to create and exploit computer, video, and other electronic games based upon the Picture or any element thereof, including, without limitation, the sole and exclusive right to create or license the creation of interactive programs, whether in CD-ROM, DVD, set-top or arcade formats; and the right to create and exploit toys, non-electronic games, comic books and so-called “making of books”, apparel, food and beverages, posters, and any and all other commodities, services or items based upon the Picture or any element thereof. “Music Publishing Rights” means the exclusive right to own and exploit Score Compositions and/or Controlled Compositions (collectively, “Compositions”), including, without limitation, the right to license the Compositions to third parties (including, without limitation, to SPWA and its affiliates). “Master Recording Rights” means the exclusive right to own and exploit Score Masters and/or Controlled Masters (collectively, “Master Recordings”), including, without limitation, the right to license the Master Recordings to third parties (including, without limitation, to SPWA and its affiliates). “Soundtrack Album Rights” means the exclusive right to produce, license and/or distribute soundtrack albums and/or other sound recordings based on or derived from the Picture (“Soundtrack Album(s)”). Advance payments received from the Soundtrack Album distributor that are applied to Soundtrack Album related costs and/or costs in connection with the Picture shall not be considered as either Defined Gross Receipts or Gross Video Revenues. 6. Transmission Means. “Transmission Means” shall mean any form of intangible, traditional, digital, or electronic transmission methods now known or hereafter devised including, without limitation, downloading and streaming, by means of the internet, worldwide web, internet protocol or so-called “broadband” or “on-line” delivery, telephone, fiberoptics, power lines, wireless (including, without limitation, mobile, cellular, radio and microwave technologies), MDS, UMTS, closed circuit, analog or digital signal via UHF/VHF broadcast, satellite, cable, CATV, MMDS, SMATV, MATV, DBS, TVRO, and every other form of transmission, now known or hereafter devised, to any device, now known or hereafter devised (including, without limitation, a television, computer, cell phone, personal or digital assistant or game device).

7. Video Levies. “Video Levies” shall mean the right to collect and/or receive levies or other charges collected under operation of law with respect to the Picture on account of the sale of Videograms or the rental of Videograms.


F-1 E:\LEGAL\STEINBERG\PANORAMA\AMBULL\DISTRIBUTION AGREEMENT 5.1.DOCX

SCHEDULE F

F O R M O F C O M P L I A N C E C E R T I F I C A T I O N

[SEE ATTACHED]

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C O M P L I A N C E C E R T I F I C A T I O N [date] FROM: TO: Attorney General of the United States of America Department of Justice 950 Pennsylvania Avenue, NW Washington, DC 20530-0001

RE: Certification Pursuant to 18 U.S.C. § 2257A(h) & 28 C.F.R. § 75.9 This letter is submitted on behalf of [name of U.S. Primary Producer], a corporation organized and existing pursuant to the laws of _________, and the producer of the motion picture tentatively titled “___________”. 1. Statement of Eligibility. [name of U.S. Primary Producer] is permitted to avail itself of the exemption set forth in 18 U.S.C. §2257A(h)(1)(A) or 18 U.S.C. §2257A(h)(1)(B) and 28 C.F.R. §75.9. The visual depictions produced by [name of U.S. Primary Producer] either: (i) are intended for commercial distribution and are created as part of a commercial enterprise that meets the requirements of 18 U.S.C. §2257A(h)(1)(A)(ii), and are not produced, marketed or made available to another in circumstances such that an ordinary person would conclude that they contain a visual depiction that is child pornography as defined in 18 U.S.C. §2256(8); or (ii) are subject to regulation by the Federal Communications Commission acting in its capacity to enforce 18 U.S.C. §1464 regarding the broadcast of obscene, indecent or profane programming, and are created as part of a commercial enterprise that meets the requirements of 18 U.S.C. §2257A(h)(1)(B)(ii). 2. Certification Statement. The undersigned hereby certifies that [name of U.S. Primary Producer] regularly and in the normal course of business, collects and maintains individually identifiable information regarding all performers, including minor performers, employed by [name of U.S. Primary Producer] pursuant to tax, labor, and other laws, labor agreements, or otherwise pursuant to industry standards, where such information includes the name, address and date of birth of the performer, in accordance with 28 C.F.R. §75. Sincerely, [Signature of CEO or other executive officer of entity making certification]

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SCHEDULE G

FORM OF SECURITY AGREEMENT

[SEE ATTACHED]