1

Allen, Louise

From: Allen, LouiseSent: Friday, May 03, 2013 1:49 PMTo: 'Mitch Harbeson'Cc: Luehrs, Dawn; Zechowy, Linda; Barnes, Britianey; Spector, Jon; Kiefer, SarahSubject: RE: DDD - Chick Fil A - 3rd Amendment

Mitch … My file is still open as respects the 3rd Amendment that we reviewed in February 2013.  Please forward an executed copy of the 3rd Amendment for our files.  Thanks,  Louise  

From: Mitch Harbeson [mailto:mitchharbeson@gmail.com] Sent: Friday, May 03, 2013 12:40 PM To: Allen, Louise Subject: Re: DDD - Chick Fil A On May 3, 2013, at 12:13 PM, Allen, Louise wrote:

Mitch … please forward the Chick Fil A documents as I don’t believe I was cc’d on your email.   Thanks,   

Louise Allen Risk Management T:  (519) 273‐3678   

Mitch Harbeson Locations Manager Woodridge Productions Inc Sony Pictures Television Lifetime Television 1 Falcon Drive Suite B Peachtree City Georgia 30269 O 770-276-3018 F 770-486-1215 M: 904.237.0089

1

Allen, Louise

From: Kiefer, SarahSent: Tuesday, February 19, 2013 8:59 PMTo: Mitch Harbeson; Allen, Louise; Luehrs, Dawn; Barnes, BritianeyCc: Spector, Jon; Harrell, Erica; Bob Wilson; jeff kay; Josh Parker; Ali HurleySubject: RE: ZOMBIELAND DDD PRODUCTION OFFICE AND STAGE EXTENSIONAttachments: Third Amendment to License Agreement (revised 2 19 13) legal rm.doc

Hi Mitch,  Re‐sending.  Please send to CFA for their approval.  Thanks.  Sarah  

From: Mitch Harbeson [mailto:mitchharbeson@gmail.com] Sent: Tuesday, February 19, 2013 5:35 PM To: Kiefer, Sarah; Allen, Louise; Luehrs, Dawn; Barnes, Britianey Cc: Spector, Jon; Harrell, Erica; Bob Wilson; jeff kay; Josh Parker; Ali Hurley Subject: Re: ZOMBIELAND DDD PRODUCTION OFFICE AND STAGE EXTENSION I don't see any attachment. Mitch On Feb 19, 2013, at 7:09 PM, Mitch Harbeson wrote:

Please review the extension to the production offices thru April 26th. If the agreement is acceptable then please have at least 3 originals executed and sent to our production attention to me. Thanks, <Redline Third Amendment to License Agreement 2.19.13.docx><Third Amendment to License Agreement (revised 2.19.13).doc> Mitch Harbeson • Locations Manager ZOMBIELAND Mesquite Productions Sony Pictures Television/Amazon 1 Falcon Drive Suite B Peachtree City Georgia 30269 O 770-486-0500 F 770-486-0501 M: 904.237.0089 <url.jpeg>

Mitch Harbeson • Locations Manager

1

Allen, Louise

From: Zechowy, LindaSent: Tuesday, February 19, 2013 8:40 PMTo: Kiefer, Sarah; Allen, Louise; Luehrs, Dawn; Barnes, BritianeyCc: Spector, Jon; Harrell, Erica; Mitch Harbeson; Bob Wilson; jeff kay; Ali HurleySubject: RE: ZOMBIELAND DDD PRODUCTION OFFICE AND STAGE EXTENSION Attachments: Third Amendment to License Agreement (revised 2 19 13) legal rm.doc

Thanks Sarah.  Louise had made her comment on this back on 2/8, so in the interest of time I’m responding on her behalf with the added comment, per the attached.  Best,  Linda   

From: Kiefer, Sarah Sent: Tuesday, February 19, 2013 4:33 PM To: Allen, Louise; Zechowy, Linda; Luehrs, Dawn; Barnes, Britianey Cc: Spector, Jon; Harrell, Erica; Mitch Harbeson; Bob Wilson; jeff kay; Ali Hurley Subject: FW: ZOMBIELAND DDD PRODUCTION OFFICE AND STAGE EXTENSION Hi Team RM,  I have revised and redlined the attachment on the right, above, to add an acknowledgment that ZOMBIELAND is being produced by Mesquite Productions, Inc. and to correct a couple of typos.  Please add any additional changes you have.  Hi Ali and Mitch,  Once Risk Management has reviewed and added any necessary changes, please send the attachment on the right back to CFA for approval.  Once it is approved, please send us final execution copies and we will send them back to you.  Thanks.  Best regards,  Sarah  

From: Mitch Harbeson [mailto:mitchharbeson@gmail.com] Sent: Tuesday, February 19, 2013 4:09 PM To: Kiefer, Sarah; Allen, Louise; Luehrs, Dawn; Barnes, Britianey Cc: Spector, Jon; Harrell, Erica; Bob Wilson; jeff kay; Josh Parker; Ali Hurley Subject: ZOMBIELAND DDD PRODUCTION OFFICE AND STAGE EXTENSION Please review the extension to the production offices thru April 26th. If the agreement is acceptable then please have at least 3 originals executed and sent to our production attention to me. Thanks,

1

THIRD AMENDMENT TO LICENSE AGREEMENT

THIS THIRD AMENDMENT TO LICENSE AGREEMENT (this “Third Amendment”) is made and entered into as of __________, 2013, by and between Chick-fil-A, Inc., a corporation organized and existing under the laws of the State of Georgia (“CFA”); and Woodridge Productions, Inc., a California corporation ( “Licensee”) (each a “Party” or collectively the “Parties”).

BACKGROUND

WHEREAS, CFA and Licensee entered into that certain License Agreement dated February 27, 2009, as amended by that certain First Amendment to License Agreement dated as of February 26, 2011, and as amended by that certain Second Amendment to License Agreement dated as of February 26, 2012 (as amended, the “License Agreement”), respecting the license and grant of the right to use the Premises by CFA to Licensee, as defined therein; and

WHEREAS, CFA and Licensee desire to amend the License Agreement in various respects.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the sum of Ten and No/100 Dollars ($10.00), in hand paid by each Party to the other, and other good and valuable consideration, the receipt and sufficiency of all of which are hereby acknowledged, CFA and Licensee agree as follows:

1. All defined terms used herein, as indicated by the initial capitalization thereof, shall have the same meanings ascribed to such terms in the License Agreement, unless otherwise defined herein.

2. Section 3 of the License Agreement is hereby amended to extend the Term (as the same has previously been extended pursuant to the terms of the License Agreement) subject to the terms and conditions provided herein. The Term shall continue from the date of this Third Amendment and, unless sooner terminated pursuant to the terms and conditions of the License Agreement, shall expire on Friday, April 26, 2013 at 12:59:59 p.m. EST. Licensee will continue to pay CFA the Monthly Base Fee Installments of $30,692.50 each month during this extension period.

3. Sections 1(k) and 7(a) of the License Agreement are hereby amended to provide that, in addition to the Permitted Use, Licensee may use the Premises as a film production studio for the “Zombieland” concept, as hereinafter described, together with related administrative office purposes. The Zombieland concept is a story involving four individuals who begin to see and react to a virus taking over the world. CFA acknowledges and agrees that “Zombieland” is being produced by Mesquite Productions, Inc., an affiliated entity of Licensee.

4. Simultaneous with the execution of this Third Amendment, Licensee shall provide evidence reasonably acceptable to CFA that the insurance coverages required in Section 9 of the License Agreement (as amended by the Second Amendment) are in full force and effect.

5. This Third Amendment may be executed in several counterparts, each of which shall constitute an executed original hereof. Signatures delivered electronically shall be binding upon the Parties.

6. The License Agreement, as modified by this Third Amendment, remains in full force and effect in accordance with its terms, and CFA, Licensee and Guarantor hereby ratify the same.

7. The submission of this Third Amendment to Licensee for the examination or

2

consideration does not constitute an offer to hire and take the Premise and this Third Amendment shall become effective, if at all, only upon the full execution and delivery thereof by CFA, Licensee and Guarantor.

IN WITNESS WHEREOF, the individuals signing this Third Amendment represent and acknowledge that they have the corporate power and authority to bind CFA and Licensee to this Third Amendment. By executing this document in the space provided, each of the parties agrees to be bound by the terms and conditions of the License Agreement, as amended hereby.

CFA: CHICK-FIL-A, INC. By: Name: Title:

LICENSEE: WOODRIDGE PRODUCTIONS, INC. By: Name: Title:

By: ______________________ Name: Title:

3

ACKNOWLEDGMENT AND AGREEMENT

Guarantor acknowledges and agrees that it is executing and delivering this Third Amendment for the purpose of guaranteeing the payment and performance of the obligations of Licensee under the terms and conditions of the License Agreement as amended hereby.

GUARANTOR: SONY PICTURES TELEVISION, INC. By: Name: Title:

1

Allen, Louise

From: Mitch Harbeson [mitchharbeson@gmail.com]Sent: Tuesday, February 19, 2013 7:09 PMTo: Kiefer, Sarah; Allen, Louise; Luehrs, Dawn; Barnes, BritianeyCc: Spector, Jon; Harrell, Erica; Bob Wilson; jeff kay; Josh Parker; Ali HurleySubject: ZOMBIELAND DDD PRODUCTION OFFICE AND STAGE EXTENSION Attachments: Redline Third Amendment to License Agreement 2.19.13.docx; Third Amendment to License

Agreement (revised 2.19.13).doc

Please review the extension to the production offices thru April 26th. If the agreement is acceptable then please have at least 3 originals executed and sent to our production attention to me. Thanks, Mitch Harbeson • Locations Manager ZOMBIELAND Mesquite Productions Sony Pictures Television/Amazon 1 Falcon Drive Suite B Peachtree City Georgia 30269 O 770-486-0500 F 770-486-0501 M: 904.237.0089

1

THIRD AMENDMENT TO LICENSE AGREEMENT

THIS THIRD AMENDMENT TO LICENSE AGREEMENT (this “Third Amendment”) is made and entered into as of __________, 2013, by and between Chick-fil-A, Inc., a corporation organized and existing under the laws of the State of Georgia (“CFA”); and Woodridge Productions Inc., a California corporation ( “Licensee”) (each a “Party” or collectively the “Parties”).

BACKGROUND

WHEREAS, CFA and Licensee entered into that certain License Agreement dated February 27, 2009, as amended by that certain First Amendment to License Agreement dated as of February 26, 2011, and as amended by that certain Second Amendment to License Agreement dated as of February 26, 2012 (as amended, the “License Agreement”), respecting the license and grant of the right to use the Premises by CFA to Licensee of the Premises, as defined therein; and

WHEREAS, CFA and Licensee desire to amend the License Agreement in various respects.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the sum of Ten and No/100 Dollars ($10.00), in hand paid by each Party to the other, and other good and valuable consideration, the receipt and sufficiency of all of which are hereby acknowledged, CFA and Licensee agree as follows:

1. All defined terms used herein, as indicated by the initial capitalization thereof, shall have the same meanings ascribed to such terms in the License Agreement, unless otherwise defined herein.

2. Section 3 of the License Agreement is hereby amended to extend the Term (as the same has previously been extended pursuant to the terms of the License Agreement) subject to the terms and conditions provided herein. The Term shall continue from the date of this Third Amendment and, unless sooner terminated pursuant to the terms and conditions of the License Agreement, shall expire on Friday, April 26, 2013 at 12:59:59 p.m. EST. Licensee will continue to pay LicensorCFA the Monthly Base Fee Installments of $30,692.50 each month during this extension period.

3. Sections 1(k) and 7(a) of the License Agreement are hereby amended to provide that, in addition to the Permitted Use, Licensee may use the Premises as a film production studio for the “Zombieland” concept, as hereinafter described, together with related administrative office purposes. The Zombieland concept is a story involving four individuals who begin to see and react to a virus taking over the world.

Notwithstanding the foregoing or anything contained in the License Agreement to the contrary or in conflict, Licensee shall not be permitted to use the Premises to film, or otherwise allow, show or display, persons or objects in the nude and/or semi-nude, and/or to perform any sexual act(s), as the case may be, in connection with the Zombieland concept, the Permitted Use or otherwise. Licensee acknowledges that CFA is relying upon said restrictive covenant as a material inducement for CFA’s execution of this Third Amendment. The Parties intend the full and faithful performance of said restrictive covenant and agree that there is no adequate and complete remedy at law for Licensee’s breach of such covenant. The Parties further agree that CFA will sustain proximate, substantial and irreparable damage from a breach of said covenant and that it will be very difficult if not impossible to ascertain the amount of such damage. Accordingly, in addition to any other remedies allowed by law, including the liquidated damages agreed to herein, the Parties hereby agree that such covenant shall be enforceable in equity. CFA will be entitled to injunctive and any other appropriate relief, whether under the provisions of this License Agreement or otherwise.

Formatted: Tab stops: 0.5", List tab

2

If Licensee breaches said restrictive covenant, Licensee agrees to pay CFA the sum of $1,000,000 as liquidated damages. The Parties intend and agree that this liquidated sum is a reasonable pre-estimate of the probable loss and is not a penalty for said breach. Should a court find these damages to be unenforceable for any reason, the remaining provisions of the License Agreement shall remain enforceable.

4. Simultaneous with the execution of this Third Amendment, Licensee shall provide evidence reasonably acceptable to CFA that the insurance coverages required in Section 9 of the License Agreement are in full force and effect.

5. This Third Amendment may be executed in several counterparts, each of which shall constitute an executed original hereof. Signatures delivered electronically shall be binding upon the Parties.

6. The License Agreement, as modified by this Third Amendment, remains in full force and effect in accordance with its terms, and CFA, Licensee and Guarantor hereby ratify the same.

7. The submission of this Third Amendment to Licensee for the examination or consideration does not constitute an offer to hire and take the Premise and this Third Amendment shall become effective, if at all, only upon the full execution and delivery thereof by CFA, Licensee and Guarantor.

IN WITNESS WHEREOF, the individuals signing this Third Amendment represent and acknowledge that they have the corporate power and authority to bind CFA and Licensee to this Third Amendment. By executing this document in the space provided, each of the parties agrees to be bound by the terms and conditions of the License Agreement, as amended hereby.

CFA: CHICK-FIL-A, INC. By: Name: Title:

LICENSEE: WOODRIDGE PRODUCTIONS, INC. By: Name: Title:

By: __________________________________________ Name: Title:

Formatted: Tab stops: 0.5", List tab + Not at 6.51"

3

ACKNOWLEDGMENT AND AGREEMENT

Guarantor acknowledges and agrees that it is executing and delivering this Third Amendment for the purpose of guaranteeing the payment and performance of the obligations of Licensee under the terms and conditions of the License Agreement as amended hereby.

GUARANTOR: SONY PICTURES TELEVISION, INC. By: Name: Title:

1

Allen, Louise

From: Kiefer, SarahSent: Friday, February 08, 2013 7:28 PMTo: Allen, Louise; Barnes, Britianey; Luehrs, Dawn; Zechowy, Linda; Carretta, Annemarie;

Spector, Jon; Morrissey, John_A; Clausen, Janel; Boone, GregorySubject: RE: DDD/ Zombieland - Production Office & Stages License Agreement / Falcon Field/ Third

Amendment INTERNAL EMAIL

Hi Louise,  We should be getting a new draft shortly (we hope) without that annoying paragraph 3.  I will let you all know.  Thanks.  Sarah  

From: Allen, Louise Sent: Friday, February 08, 2013 8:05 AM To: Barnes, Britianey; Luehrs, Dawn; Zechowy, Linda; Kiefer, Sarah; Carretta, Annemarie; Spector, Jon; Morrissey, John_A; Clausen, Janel; Boone, Gregory Subject: RE: DDD/ Zombieland - Production Office & Stages License Agreement / Falcon Field/ Third Amendment INTERNAL EMAIL  Most of the matters in the 3rd Amendment are business/legal decisions.  The insurance provisions were amended in the 2nd Amendment so I added a reference to the prior amendment.  That is the only change from Risk Mgmt.  Greg/John M/Jon S/Sarah/Annemarie … I am attaching the content of an email I sent last year as respects the 2nd Amendment as an fyi.   

HI all! Unless any of you object, we’re going to approve this version of the amending agreement.

The amended language in paragraph 6 means we are no longer in breach of the master agreement as soon as we sign (as was the case with the earlier versions). However, there still is a risk of breach, though someone remote. We simply don’t have the systems in place or the manpower to provide the notice we are obligated to provide. That said, it is unlikely that there will be any “material change, cancellation, termination, lapse or reduction in insurance” that would mandate the need to provide such notice.

Though far from perfect, I really think this is the best we can do with this vendor.

If no one objects, we will maintain the status quo though we have no system in place to provide the notice we are required to provide per the 2nd Amendment.

To avoid confusion, I didn’t cc production on this email. I don’t want the content accidentally forwarded to the vendor. Legal, would you please forward my mark-up with any changes you add.

Thanks,

Louise

 

1

Allen, Louise

From: Kiefer, SarahSent: Thursday, February 07, 2013 2:59 PMTo: Carretta, Annemarie; mitchharbeson@gmail.comCc: Spector, Jon; Allen, Louise; Zechowy, Linda; Barnes, Britianey; Luehrs, DawnSubject: RE: DDD/ Zombieland production Office & Stages License Agreement / Falcon Field/ Third

Amendment

Looping in Jon Spector.  

From: Carretta, Annemarie Sent: Thursday, February 07, 2013 11:57 AM To: mitchharbeson@gmail.com Cc: Kiefer, Sarah Subject: FW: DDD/ Zombieland production Office & Stages License Agreement / Falcon Field/ Third Amendment  Hi Mitch, the Third Amendment was not attached to your email. Also, Sarah Kiefer is the production lawyer on “Zombieland”. I have given her the Chick-Fil-A file for her reference to the previous amendments. Please continue to keep me looped on anything related to Diva. All the best, Annemarie _____________________________________________________________ ANNEMARIE CARRETTA |Vice President, Legal Affairs | Sony Pictures Television Inc. 10202 West Washington Blvd., Harry Cohn 109, Culver City, CA 90232  310.244.8231 | 310.244.1477| Annemarie_Carretta@spe.sony.com This email (and any attachments)  is  intended solely for the  individual(s) to whom addressed.  It may contain confidential and/or  legally privileged  information.  Any statements or opinions therein are not necessarily those of Sony Pictures Entertainment and its subsidiaries unless specifically stated.  Any unauthorized use, disclosure or copying is prohibited.  If you have received this email in error, please notify the sender and delete it from your system immediately.  Security and reliability of the e‐mail and attachments are not guaranteed.  Recipient takes full responsibility for virus checking. 

From: Mitch Harbeson [mailto:mitchharbeson@gmail.com] Sent: Thursday, February 07, 2013 5:38 AM To: Carretta, Annemarie Subject: Fwd: DDD/ Zombieland production Office & Stages License Agreement / Falcon Field/ Third Amendment    Begin forwarded message:  

From: "Wasney, Cynthia" <Cynthia_Wasney@spe.sony.com> 

Subject: Re: DDD/ Zombieland production Office & Stages License Agreement / Falcon Field/ Third Amendment Date: February 6, 2013 7:55:53 PM EST 

To: "'mitchharbeson@gmail.com'" <mitchharbeson@gmail.com>, "'annimarie_carretta@spe.sony.com'" <annimarie_carretta@spe.sony.com>, "Barnes, Britianey" <Britianey_Barnes@spe.sony.com>, "Harrell, Erica" <Erica_Harrell@spe.sony.com>, "Luehrs, Dawn" <Dawn_Luehrs@spe.sony.com>, "Allen, Louise" <Louise_Allen@spe.sony.com>, "Zechowy, Linda" <Linda_Zechowy@spe.sony.com> 

2

Cc: "'augustapictures@aol.com'" <augustapictures@aol.com>, "'jeff_kay@me.com'" <jeff_kay@me.com>, "Morrissey, John_A" <John_A_Morrissey@spe.sony.com>, "Carretta, Annemarie" <Annemarie_Carretta@spe.sony.com>  Also, you've misspelled Annemarie Carretta's name, so she's not getting this.  

From: Mitch Harbeson <mitchharbeson@gmail.com> To: Wasney, Cynthia; annimarie_carretta@spe.sony.com <annimarie_carretta@spe.sony.com>; Barnes, Britianey; Harrell, Erica; Luehrs, Dawn; Allen, Louise; Zechowy, Linda Cc: Bob Wilson <augustapictures@aol.com>; Jeff Kay <jeff_kay@me.com>; Morrissey, John_A Sent: Wed Feb 06 16:41:28 2013 Subject: DDD/ Zombieland production Office & Stages License Agreement / Falcon Field/ Third Amendment  

Please find attached the Chick‐Fil‐A amendment extending the Woodridge Productions lease through April 26th. This amendment will allow the production of both "Drop Dead Diva" and "Zombieland".  This approval to extend came from John Morrisse two weeks ago.  this is a unique situation and I don't know who wants to take lead. If this does not need your attention, feel free to take yourself off this email.  Our agreement expires on the 26th.  

 Mitch Harbeson • Locations Manager  Zombieland  Woodridge Productions | Sony Pictures Television | Amazon 1 Falcon Field Drive Suite B Peachtree City. GA 30269 M. 904‐237‐0089   MPF3 an M Productions Company www.mpf3.com FILM • COMMERCIAL • MEDIA PRODUCTION • LOCATION MANAGEMENT • SCOUTING  Begin forwarded message: 

From: Vance Burgess <vance.burgess@chick‐fil‐a.com> Date: February 6, 2013, 5:29:33 PM EST To: "Mitch Harbeson (mitchh@mpf3.com)" <mitchh@mpf3.com> Cc: Tammy Pearson <tammy.pearson@chick‐fil‐a.com>, Brittany Berube <brittany.berube@chick‐fil‐a.com>, Lexie Bryan <lexie.bryan@chick‐fil‐a.com> Subject: License Agreement / Falcon Field/ Third Amendment 

Mitch, I enjoyed talking with you earlier this week.  As discussed, attached please find a proposed draft of the Third Amendment.  Please review with your counsel and let me know if you have any comments.  As always, I need to reserve the right to make changes pending final review and approval by my client.  Thanks, Vance   Vance Burgess | Chick‐fil‐A, Inc. | Real Estate Legal | 5200 Buffington Road, Atlanta, GA 30349 | Office:  (404) 305‐3361 | Fax:  404‐305‐4780 | Mobile:  (404) 665‐7329 | Email:  vance.burgess@chick‐fil‐a.com   

Mitch Harbeson • Locations Manager

3

ZOMBIELAND Mesquite Productions Sony Pictures Television/Amazon 1 Falcon Drive Suite B Peachtree City Georgia 30269 O 770-486-0500 F 770-486-0501 M: 904.237.0089

1

THIRD AMENDMENT TO LICENSE AGREEMENT

THIS THIRD AMENDMENT TO LICENSE AGREEMENT (this “Third Amendment”) is made and entered into as of __________, 2013, by and between Chick-fil-A, Inc., a corporation organized and existing under the laws of the State of Georgia (“CFA”); and Woodridge Productions Inc., a California corporation ( “Licensee”) (each a “Party” or collectively the “Parties”).

BACKGROUND

WHEREAS, CFA and Licensee entered into that certain License Agreement dated February 27, 2009, as amended by that certain First Amendment to License Agreement dated as of February 26, 2011, and as amended by that certain Second Amendment to License Agreement dated as of February 26, 2012 (as amended, the “License Agreement”), respecting the license and grant of the right to use by CFA to Licensee of the Premises, as defined therein; and

WHEREAS, CFA and Licensee desire to amend the License Agreement in various respects.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the sum of Ten and No/100 Dollars ($10.00), in hand paid by each Party to the other, and other good and valuable consideration, the receipt and sufficiency of all of which are hereby acknowledged, CFA and Licensee agree as follows:

1. All defined terms used herein, as indicated by the initial capitalization thereof, shall have the same meanings ascribed to such terms in the License Agreement, unless otherwise defined herein.

2. Section 3 of the License Agreement is hereby amended to extend the Term (as the same has previously been extended pursuant to the terms of the License Agreement) subject to the terms and conditions provided herein. The Term shall continue from the date of this Third Amendment and, unless sooner terminated pursuant to the terms and conditions of the License Agreement, shall expire on Friday, April 26, 2013 at 12:59:59 p.m. EST. Licensee will continue to pay Licensor the Monthly Base Fee Installments of $30,692.50 each month during this extension period.

3. Sections 1(k) and 7(a) of the License Agreement are hereby amended to provide that, in addition to the Permitted Use, Licensee may use the Premises as a film production studio for the “Zombieland” concept, as hereinafter described, together with related administrative office purposes. The Zombieland concept is a story involving four individuals who begin to see and react to a virus taking over the world.

Notwithstanding the foregoing or anything contained in the License Agreement to the contrary or in conflict, Licensee shall not be permitted to use the Premises to film, or otherwise allow, show or display, persons or objects in the nude and/or semi-nude, and/or to perform any sexual act(s), as the case may be, in connection with the Zombieland concept, the Permitted Use or otherwise. Licensee acknowledges that CFA is relying upon said restrictive covenant as a material inducement for CFA’s execution of this Third Amendment. The Parties intend the full and faithful performance of said restrictive covenant and agree that there is no adequate and complete remedy at law for Licensee’s breach of such covenant. The Parties further agree that CFA will sustain proximate, substantial and irreparable damage from a breach of said covenant and that it will be very difficult if not impossible to ascertain the amount of such damage. Accordingly, in addition to any other remedies allowed by law, including the liquidated damages agreed to herein, the Parties hereby agree that such covenant shall be enforceable in equity. CFA will be entitled to injunctive and any other appropriate relief, whether under the provisions of this License Agreement or otherwise.

2

If Licensee breaches said restrictive covenant, Licensee agrees to pay CFA the sum of $1,000,000 as liquidated damages. The Parties intend and agree that this liquidated sum is a reasonable pre-estimate of the probable loss and is not a penalty for said breach. Should a court find these damages to be unenforceable for any reason, the remaining provisions of the License Agreement shall remain enforceable.

4. Simultaneous with the execution of this Third Amendment, Licensee shall provide evidence reasonably acceptable to CFA that the insurance coverages required in Section 9 of the License Agreement (as amended by the Second Amendment) are in full force and effect.

5. This Third Amendment may be executed in several counterparts, each of which shall constitute an executed original hereof. Signatures delivered electronically shall be binding upon the Parties.

6. The License Agreement, as modified by this Third Amendment, remains in full force and effect in accordance with its terms, and CFA, Licensee and Guarantor hereby ratify the same.

7. The submission of this Third Amendment to Licensee for the examination or consideration does not constitute an offer to hire and take the Premise and this Third Amendment shall become effective, if at all, only upon the full execution and delivery thereof by CFA, Licensee and Guarantor.

IN WITNESS WHEREOF, the individuals signing this Third Amendment represent and acknowledge that they have the corporate power and authority to bind CFA and Licensee to this Third Amendment. By executing this document in the space provided, each of the parties agrees to be bound by the terms and conditions of the License Agreement, as amended hereby.

CFA: CHICK-FIL-A, INC. By: Name: Title:

LICENSEE: WOODRIDGE PRODUCTIONS, INC. By: Name: Title:

By: ____________________ Name: Title:

3

ACKNOWLEDGMENT AND AGREEMENT

Guarantor acknowledges and agrees that it is executing and delivering this Third Amendment for the purpose of guaranteeing the payment and performance of the obligations of Licensee under the terms and conditions of the License Agreement as amended hereby.

GUARANTOR: SONY PICTURES TELEVISION, INC. By: Name: Title: