LICENSING AND DISTRIBUTION AGREEMENT[UK1]

AGREEMENT DATEApril__, 2013

LICENSEESony Electronics Inc.

LICENSORSony Pictures Home Entertainment Inc.

PROGRAMSThe programs listed in the attached Exhibit A.

TERRITORYThe fifty (50) states of the United States and the District of Columbia

RIGHTS GRANTEDSubject to Licensee’s compliance with the terms and conditions of this Licensing and Distribution Agreement (this “Agreement”), Licensor grants to Licensee, and Licensee hereby accepts, a non-transferable, non-sublicensable,limited right and license, solely during the License Period, at all times subject to the content protection requirements set forth inSchedule C of this Agreement, (The “Content Protection Requirements”) and the Usage Rules set forth in Schedule U of this Agreement (the “Usage Rules[SS2]”[UK3]); to: (a) load eachProgramonto Approved Devicesin the Licensed Language;(b) distribute Approved Devices containingsuch Programs solely to consumerswho agree to the 4K Ultra High DefinitionContent Terms and Conditions in substantially the form and content set forth in the attachedExhibit B hereto[Note: this may need to be revised to incorporate the Usage Rules.][MK4](“Eligible Consumers”); and (c) promote suchPrograms as being made available to Eligible Consumers in the Territory.

CONTENT

PROTECTION

AND USAGE RULESLicensee shall at all times comply with the Content Protection Requirements and Usage Rules with respect to all Programs. The Programs designated as SEL Programs in Exhibit A (the “SEL Programs”) shall be made viewable by Eligible Consumers [who register their Approved Devices with Licensee’s service[SS5]][MK6]for no additional charge by the delivery from Licensee or its vendors of a decryption key [to such Eligible Consumers after they have completed such registration[UK7]]. All other Programs shall only be viewable by Eligible Consumers who purchase a decryption key for an additional charge per Program per transaction through Sony Entertainment Network. Such purchased decryption keys shall be delivered by Sony Entertainment Network or its vendors.

APPROVED DEVICESThe following 4K Media Playerhome server model: [FMP-X1Dell XPS-8500 containing 8GB of memory][What is the new #?]which is herebyapproved by Licensor. The Programs may not be sold or licensed separate from the Approved Devices and Approved Devices may only be viewable by a Sony XBR 84X900 television or any successor 4K model (a “4K TV”).

LICENSED

LANGUAGEThe original language (English).[UK8]

LICENSE PERIODThe License Period during which the Programsmay beloaded, promoted and distributed hereunder shall commence upon ______, 2013and end after one(1) year from such date.

LICENSE FEELicensee shall pay to Licensor a wholesale fee of $25.50 for each SEL Program per Approved Device distributed to anEligible Consumer and not returned (collectively for all SEL Programs on all Approved Devices, the “License Fees”). The License Fees shall be payable regardless of whether decryption keys are sent to or used by Eligible Consumers or whether Programs are viewed by Eligible Consumers. By way of example, if Licensee distributes 400 Approved Devices with all SEL Programs loaded thereon and no Approved Devicesare returned, Licensee will owe Licensor a total of $112,200 (i.e., $25.50 multiplied by 11 SEL Programs, multiplied by 400 Units).No deductions of any kind are permitted before remitting payment to Licensor (including any tax, levy or charge, the payment of which shall be the responsibility of Licensee). For the avoidance of doubt, the price charged by Licensee for each Approved Deviceshall be established by Licensee in its sole and absolute discretion; provided that Licensee shall not charge any per transaction or per program fee for any Programs.

PAYMENT TERMSEach payment of License Fees shall bemade payable to Sony Pictures Home Entertainment Inc. in accordance with the wire transfer instructions provided to Licensee by Licensor in writing.

REPORTINGWithin 15 days following the end of each calendar quarter, Licensee shall provide to Licensor a statement in electronic form, which shall include: (i) the quantity of Approved Devicesdistributedduring such quarter; (ii) the quantity of Units returned during such quarter;and (iii) a calculation of the License Fees due for such quarter.

MATERIALSSubject tofull execution of this Agreement, Licensor shall deliver to Licensee a Master (as defined in the Additional Terms and Conditions attached hereto (“ATAC”)) of each Program and anyPromotional Elements (as defined in the ATAC). For the avoidance of doubt, as between Licensor and Licensee, Licensee shall be solely responsible, at its own cost, for manufacturing or procuring the Approved Devices, loading the Programs onto the Approved Devices, and distributing and promoting the Approved Devices.

STANDARD TERMSThis Agreement comprises the above terms and conditionsand theATACand the schedules and exhibits attached hereto. All capitalized terms used herein shall have the definitions set out aboveand if the definition is not contained herein shall have the definition set out in the ATAC. In the event of any inconsistency between the ATAC or a schedule or an exhibit and the principal terms set forth above, then the principal terms set forth aboveshall prevail.

AGREED TO AND ACCEPTED:

Sony Electronics Inc. / Sony Pictures Home EntertainmentInc.
By ______
Title ______/ By ______
Title ______

4K TV Intercompany Agreement Final 01-15-13.docx1 CONFIDENTIAL 1

ADDITIONAL TERMS AND CONDITIONS (“ATAC”)

1. DEFINITIONS.

“Master” shall mean an original language version of the applicable Program in digital format which Licensee can use to replicate such Program onto ApprovedDevices pursuant to the terms of this Agreement.

“Promotional Elements” means art, images and graphics provided by Licensor that are based on the Programs and/or the Proprietary Subject Matter related to such Programs, which items may be used by Licensee to create advertising or promotional materials only in connection with Licensee’s promotion and distribution of the Approved Devices.

“Proprietary Subject Matter” means the title, trademarks, logos, characters, storylines, plots, designs, artwork and other creative elements contained in or related to Programs.

2. PROMOTIONS AND ADVERTISING; LICENSOR APPROVAL.

A. During the License Period, Licensee may use Promotional Elements provided or made available by Licensor solely for the purpose of advertising, promoting and publicizing the distribution and/or availability of the Programs through the Approved Devices. Licensee understands and agrees that Promotional Elements may not be available for every Programand that the type and quality of Promotional Elements may vary on title-by-title basis.

B. All packaging, advertising or promotional material created by or on behalf of Licensee (and not supplied by Licensor) that incorporates the Promotional Elements or promotes the availability of Programs through the Approved Devicesshall require the prior written approval of Licensor.

C. The rights granted in this Section 2 shall be subject to, and Licensee shall comply with, any and all restrictions or regulations of any applicable guild or union and any third party contractual provisions with respect to the advertising and billing of the Programs on the Approved Devices of which Licensee is previously made aware in writing by Licensor and thenin accordance with the written instructions as Licensor may advise Licensee from time to time. In no event shall Licensee be permitted to use any excerpts from a Program, if at all, other than as provided and approved by Licensor in writing.

D. Notwithstanding the foregoing, Licensee shall not, without the prior written consent of Licensor, (a)modify, edit or make any changes to the Promotional Elements, or (b)promote the availability of the Approved Devicesby means of contest or giveaway.

E. The names and likenesses of the characters, persons and other entities appearing in or connected with the production of the Programs shall not be used separate and apart from the Programsor related Promotional Elements, which will be used solely for the purpose of advertising the availability of the Approved Devices. No such name or likeness shall be used so as to constitute an endorsement or testimonial, express or implied, of any party, product or service, by “commercial tie-in” or otherwise. Licensor represents and warrants that it has secured all necessary rights and paid all royalties or fees due for thenames and likenesses of the characters, persons and other entities appearing in or connected with the Programs, Promotional Elements, and Proprietary Subject Matter,

3. CUSTOMER SUPPORT. Except as provided in the principal terms of this Agreement, as between the parties, Licensee shall be solely responsible for, and shall bear the cost of, providing customer support to Eligible Consumers, including, without limitation, responding to Eligible Consumer inquiries related to the Approved Devicesas well as the process of accessing the Programs contained on the Eligible ConsumerApproved Device. Licensee will provide customer support pursuant to and consistent with Licensee’s then-existing customer support practices.

4. RESERVATION OF RIGHTS; OWNERSHIP. All licenses, rights, and interest in, to and with respect to the Programs, Promotional Elements, the Proprietary Subject Matter, the elements and parts thereof, and the media of exhibition and exploitation thereof, not specifically granted herein to Licensee shall be and are specifically and entirely reserved by and for Licensor. As between the parties, Licensor reserves all copyrights in the Programs and all the other rights in the images and sound embodied therein, other than the limited rights expressly licensed to Licensee in this Agreement. Licensor retains the right to fully exploit the Programs and Licensor’s rights therein without limitation by any means and in any media.

Licensor represents and warrants that the performing and mechanical reproduction rights to any musical works contained in the Programs, Promotional Elements, and Proprietary Subject Matter are either (a) controlled by ASCAP, BMI or SESAC or similar music rights organizations, collections societies or governmental entities having jurisdiction in the Territory, (b) controlled by Licensor to the extent required for the licensing of the Programs in accordance herewith, or (c) in the public domain. If a performing rights royalty ormechanical rights royalty is required to be paid in connection with the public exhibition and/or distribution of the Programs embodied on Approved Devices by Licensee, or the Promotional Elements or Proprietary Subject Matter, Licensorshall be responsible for the payment thereof and shall hold Licenseeharmless therefrom.

5. CONFIDENTIALITY AND PUBLICITY. Each party agrees to maintain the terms of this Agreement in confidence and limit disclosure on a need to know basis, to take all reasonable precautions to prevent unauthorized disclosure, and to treat such Information as it treats its own information of a similar nature, until the information becomes rightfully available to the public through no fault of the receiving party. Neither party may use the other party’s name or trademarks in any type of advertisement materials, web sites, press releases, interviews, articles brochures, business cards, project reference or client without the other’s prior written consent. Licensee shall also keep confidential, and comply with theterms of, any agreement related to technology or services associated with the Programs (whether entered into by SPHE or an affiliate of SPHE); provided that and only after Licensor notifies Licensee in writing of the existence of any such 3rd party obligation which notice must include a copy of the contract memorializing such 3rd party obligation

6. INDEPENDENT CONTRACTOR. In performing services under this Agreement, each party is an independent contractor and its personnel and other representatives shall not act as nor be agents or employees of the other party.

7. SEVERABILITY. If any portion of this Agreement is invalid or unenforceable, such portion(s) shall be limited or excluded from the Agreement to the minimum extent required and the balance of the Agreement shall remain in full force and effect.

8. WITHDRAWAL OF PROGRAMS. Licensor may withdraw any Program and/or Promotional Elements at any time because of an event of force majeure, loss of rights, any suspected security breach or unauthorized availability of any Program, or any pending or potential litigation, judicial proceeding or regulatory proceeding or in order to minimize itsrisk of liability. Licensor shall provide a comparable replacement for any withdrawn Program acceptable to Licensee.

1

EXHIBIT A

Programs

SEL Programs

Bad Teacher
Battle: Los Angeles
Bridge on the River Kwai
Karate Kid
Salt
Taxi Driver
That’s My Boy
The Amazing Spider-man
The Other Guys
Total Recall
Lawrence of Arabia
Other Programs

Angels & Demons

Funny Girl

Ghostbusters

Ground Hog Day

Guns of Navarone

Hancock

Hard Times

Julia & Julia

Looper

Men In Black

Men In Black 2

Men In Black 3

Money Ball

Philadelphia

Premium Rush

Spider-man

Spider-Man 2

Spider-Man 3

The Holiday

The Last Detail

The Way We Were

Think Like A Man

Breaking Bad s.1 PILOT

Breaking Bad s.1 e.2

Breaking Bad s.1 e.3

Breaking Bad s.1 e.4

Breaking Bad s.1 e.5

Breaking Bad s.1 e.6

Breaking Bad s.1 e.7

EXHIBIT B

FORM OF 4K ULTRA HIGH DEFINITION CONTENT TERMS AND CONDITIONS

[Please see Attached]
Schedule C UHD Content

Content Protection Requirements And Obligations for UHD/4k Content

Definitions

All defined terms used but not otherwise defined herein shall have the meanings given them in the Agreement.

UHD (Ultra High Defintion) shall mean content with a resolution of 3840 x 2160. UHD is also known as “4k”.

FILE AND MEDIA FORMAT OF AUDIO-VISUAL CONTENTS

  1. File and Media Format. The Programs shall be subject to SONY F1 Service Format Specification.

General Content Security & Service Implementation

  1. Content Protection System. All content delivered to, output from or stored on a device must be protected[UK9] by a content protection system that includes digital rights management, encryption and digital output protection (such system, the “Content Protection System[UK10][SS11]”).
  2. The Content Protection System shall be approved in writing by Licensor (including any significant upgrades or new versions).
  3. Encryption.
  4. The Content Protection System shall use AES (as specified in NIST FIPS-197) with a key length of 128 bits or greater.
  5. New keys must be generated each time content is encrypted. A single key shall not be used to encrypt more than one piece[MK12][SS13] of content or more data than is considered cryptographically secure.
  6. In the event The content protection system shall only decrypt streamed content into memory temporarily for the purpose of decoding and rendering the content and shall never write decrypted content (including, without limitation, portions of the decrypted content) or streamed encrypted content into permanent storage.
  7. Memory locations used to temporarily hold decrypted content shall be secured from access by any other process and should be securely deleted and overwritten as soon as possible after the content has been rendered.
  8. Keys, passwords, and any other information that are critical to the cryptographic strength of the Content Protection System (“critical security parameters”, CSP[UK14]s) may[SS15] never be transmitted or permanently or semi-permanently stored in unencrypted form. Memory locations used to temporarily hold CSPs must be secured from access by any other process and securely deleted and overwritten as soon as possible after the CSP has been used.
  9. Decryption of (i) content protected by the Content Protection System and (ii) CSPs related to the Content Protection System shall take place in a hardware enforced trusted execution environment[UK16] and where decrypted content is carried on buses or data paths that are accessible with advanced data probes it must be encrypted during transmission to the graphics or video subsystem for rendering.[SS17]
  10. The Content Protection System shall encrypt the entirety of the A/V content[UK18], including, without limitation, all video sequences, audio tracks, sub pictures, menus, subtitles, and video angles. Each video frame must be completely encrypted. Video, audio and other content shall each be encrypted with a different key[SS19].[MK20]
  11. Key Management.
  12. The Content Protection System must protect all CSPs. CSPs shall include, without limitation[UK21], all keys, passwords, and other information which are required to maintain the security and integrity of the Content Protection System[SS22].
  13. CSPs shall never be transmitted in the clear or transmitted to unauthenticated recipients (whether users or devices).
  14. Integrity.
  15. The Content Protection System shall maintain the integrity of all protected content. The Content Protection System shall prevent any tampering with or modifications to the protected content from its originally encrypted form[SS23][SS24].[UK25]

Each installation of the Content Protection System shall be individualized and thus uniquely identifiable[SS26].

Revocation And Renewal

  1. The Licensee shall ensure that clients and servers of the Content Protection System are promptly and securely updated[UK27], and where necessary, revoked, in the event of a security breach being found in theContent Protection System and/or its implementations in clients and servers. Licensee shall ensure that patches including System Renewability Messages received from content protection technology providers (e.g. DRM providers)[UK28] and content providers are promptly applied to clients and servers
  2. The Licensee shall not permit content to be delivered to or by a server, or to a client device for which a content Protection System update is available but has not been applied.[UK29]

Breach Monitoring

  1. Licensee shall have an obligation to monitor for security breaches at all times[UK30],including[SS31] unauthorized distribution by any user of any protected content (whether or not such content belongs to Licensor). Licensee shall promptly report the details of any breach to Licensor with respect to Licensor content, and at least the existence of any such breach with respect to third party content. In the event of an unauthorized distribution by a user, Licensee shall then, at a minimum, terminate the user’s ability to acquire Licensor content from the Licensed Service and other action, agreed between Licensee and Licensor, such that there is an agreed and significant deterrent against unauthorized redistribution by that user of Licensor content.

9.Licensee shall require the provider of any Content Protection System used by the Licensee to protect licensed content to notify the Licensee immediately the provider becomes aware of a security breach[SS32].