EXHIBIT “B”

FILMING LOCATION AGREEMENT

THIS FILMING LOCATION AGREEMENT (“Agreement”) is made and entered into as of the 30thDay of October, 2013, by and between HINES INTERESTS LIMITED PARTNERSHIP, as agent for LNR Warner Center Property Owners Association (“Licensor”), and Columbia Pictures Industries, Inc. (“Licensee”).

r e c i t a l s :

A.Licensor is the owner of that certain property known as the Common Area of LNR Warner Center, located adjacent to 5820 & 5700 Canoga Avenue and 21215, 21255, 21281, 21271 & 21301 Burbank Boulevard, and including 5830 and 5790 Canoga Avenue in Woodland Hills, California (“Building”).

B.Licensee wishes to utilize a portion of the Building in connection with the production of a film currently entitled “Basic Math” (the “Production”) for purposes of a visual effects shoot with explosion added through thepost-production process. Licensor desires to grant Licensee a license to utilize such portion of the Building for such purpose in accordance with, and subject to, the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

a g r e e m e n t :

  1. License for the Use Area. Licensor hereby grants to Licensee a license, during the Term (as defined below), to enter, utilize and photograph, in connection with the Production and only upon the terms and conditions set forth herein, the following portion of the Building: the grass area facing 21255 Burbank Boulevard (the “Use Area”).
  2. License Term. The term of the License (“Term”) shall commence at 10:00 a.m. on Friday, November 8, 2013 and shall continue until 5:00 p.m. on November 8,2013 (the “Expiration Date”). On or before the Expiration Date, Licensee shall restore the Use Area to the condition it was received on the Commencement Date. Should Licensee or any of Licensee’s employees, agents, contractors or invitees fail to vacate the Use Area in accordance with the provisions of Section 10 below upon the Expiration Date, Licensee shall pay The Location Portal, a California corporation (“TLP”) 150% of the fee charged for Filming Days (as defined below) for each day after the Expiration Date until Licensee vacates the Use Area and restores it to the condition it was in upon the Commencement Date, plus Licensee shall reimburse Licensor for its costs plus an administrative fee of fifteen percent (15%), immediately upon receipt of invoice from Licensor or, at Licensor’s option, Licensor’s Representative, TLP, may deduct such amount from the Security Deposit described in Section 6 below. Nothing contained herein shall be construed as consent by Licensor to any such holding over, and Licensor expressly reserves the right to require Licensee to vacate and surrender the Use Area to Licensor upon the Expiration Date.
  3. Duration.

(a)Definitions.

(i)A “Preparation Day” shall be any day other than a Filming Day upon which Licensee conducts construction and installation operations on the Use Area.

(ii)A “Filming Day” shall be any day upon which Licensee conducts video or film photography or recording, or both, in the Use Area. Any day designated as a Filming Day shall be considered such by the parties whether the camera rolls or not.

(iii)A “Strike Day” shall be any day upon which Licensee conducts dismantling, restoration or removal operations on the Use Area.

(iv)A “Holding Day” shall be any day on which the Use Area is occupied by Licensee’s personnel, equipment or both other than a Filming Day, Preparation Day or Strike Day.

(b)Duration of Day. A Preparation Day, Filming Day and Strike Day shall be considered Seven (7) hours. Licensee’s use of the Use Area for longer than Seven (7) hours in any one calendar day will be considered overtime and will entail an increase in the License Fee or an additional pro-rated charge on any Preparation Day, Strike Day or Holding Day of N/A and an additional pro-rated charge on any Filming Day of Eight Hundred Three and 57/100 Dollars ($803.57) per hour beyond Seven (7) hours. Such increase in License Fees may, in Licensor’s sole discretion, be paid in advance or deducted from any Security Deposits collected.

(c)Fee Schedule

Activity Mode / # of Days / Daily Rate / Totals
Prep Day(s)
Shoot Day(s)
Strike Day(s)
Hold Day(s) / 0
1
0
0 / $ 3,750.00
$ 3,750.00
$ 3,750.00
$ 3,750.00 / $ 0.00
$ 3,750.00
$ 0.00
$ 0.00
Total License Fee: $ 3,750.00
  1. License Fee. In consideration of the license granted to Licensee to use the Use Area during the Term, concurrently with Licensee’s execution and delivery of this Agreement, Licensee shall pay to TLP, the sum of Three Thousand Seven Hundred Fifty Dollars ($3,750.00) (“License Fee”).
  2. Permitted Use. Licensee shall only be entitled to use the Use Area for the purpose of filming the Production. No stunt work or special effects shall be performed in or on the Use Area or Building at any time.
  3. Security Deposit. Upon full execution of this Agreement, Licensee shall pay to TLP Three Thousand Seven Hundred Fifty Dollars ($3,750.00) (“Security Deposit”) as security for the performance of each provision of this Agreement to be performed by Licensee. If Licensee breaches any provision of this Agreement, including, but not limited to, the failure to return the Use Area in the condition required under Section10 below, Licensor may use all or any part of this Security Deposit to compensate Licensor for costs incurred as a result of such breach or to compensate Licensor for any other loss or damage which Licensor may suffer as a result thereof. Within ten(10) business days after the expiration of the Term, the Security Deposit or any remaining balance thereof, after the deduction of reasonable reserves for expenses not yet incurred or paid but which would properly be deducted from the Security Deposit when incurred and paid, and providing Licensor submits appropriate documentation related to such expenses, shall be returned to Licensee.
  4. Licensor’s Personnel. In the event that Licensor, in its sole discretion, determines that the following personnel of Licensor are required with respect to use of the Use Area by Licensee, Licensee shall immediately, upon request from Licensor, pay to Licensor or TLP (at Licensor’s decision) the following amounts for the services of these individuals:

(a)Security Personnel: Thirty-Five and 00/100 Dollars ($35.00) per hour per person.

(b)Parking: Crew parking shall be provided at Thirteen and 60/100 Dollars ($13.60) per car.

(c)TLP Location Representative: Fiftyand 00/100 Dollars ($50.00) per hour per person.

On execution of this Agreement Lessee shall pay, by company or cashier’s check made payable to The Location Portal, as an advance payment (“Advance Payment”) applicable toward the total Location Representative charges. Should the total Location Representative charges exceed the Advance Payment, Lessee shall immediately upon demand pay to The Location Portal the sum equal to the portion of the Location Representative charges that exceeded the amount of the Advance Payment within five (5) days of invoice. If the sum of the total Location Representative charges fall below the amount of the Advance Payment, The Location Portal shall refund the balance not applied to Lessee with ten (10) days. The Location Portal’s obligations with respect to the Advance Payment are those of a debtor and not a trustee. The Location Portal can maintain the Advance Payment separate and apart from The Location Portal general funds or can commingle the Advance Payment with The Location Portal general and other funds. The Location Portal shall not be required to pay Lessee interest on the Advance Payment.

  1. Insurance/Indemnity.

(a)Insurance. Throughout the Term, Licensee shall maintain, at its sole cost and expense: (i)worker’s compensation insurance (through Licensee's payroll service company)in accordance with applicable law; (ii)commercial general and excess/umbrella liability insurance with a combined single limit for bodily injury and property damage of not less than Five Million Dollars ($5,000,000.00) per occurrence, including coverage for the performance by Licensee of the contractual indemnification agreement set forth in Section7(b); below; and (iii)comprehensive automobile liability insurance covering all owned, hired, or non-owned vehicles with the following limits of liability: Two Million Dollars ($2,000,000.00) combined single limit for bodily injury and property damage. Each such policy in clauses (ii) and (iii) hereinabove shall name Licensor, Licensor’s property manager and such other entities as Licensor specifies in writingas additional insureds, i.e., LNR Warner Center Property Owners Association and Hines Interests LP. Licensee shall furnish to Licensor, concurrently with Licensee’s execution and delivery of this Agreement, a certificate of such coverage issued by an insurer reasonably acceptable to Licensor. In any event, Licensee shall not have access to the Use Area until and unless Licensee delivers such certificate to Licensor. Any such insurance maintained by Licensee shall be primary and any insurance carried by Licensor or any tenant of Licensor shall be excess and not contributing. The insurance policies required under this Agreement shall provide that Notice of Cancellation shall be delivered in accordance with policy provisions. Each such policy in clauses (ii) and (iii) hereinabove shall be endorsed to provide coverage for Licensor, Licensor’s Property Manager, Licensor’s lender and their respective members, managers, partners, officers, directors, affiliates, agents, employees, successors and assignees (collectively, the “Licensor Parties”) and such other entities as Licensor specifiesin writing, as additional insureds. The commercial general liability policy shall include fire legal liability and broad form contractually assumed obligations coverages.

(b)Indemnity. Licensee shall indemnify, defend, protect and hold Licensor Parties harmless from any and all claims arising from the use by Licensee or its agents, employee or contractors of the Use Area or the Building and from the conduct of Licensee's (or its agents, employees or contractors) business at the Use Area and the Building and from any activity, work or occurrence which may be permitted or suffered by Licensee in or about the Use Area or the Building (including, without limitation, any breach by Licensee of its obligations under this Agreement) and from any and all costs, damages, reasonable outsideattorneys’ fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon, including negotiations in connection therewith. Such indemnity shall apply notwithstanding any negligence (but not gross negligence or willful misconduct) on the part of Licensor or any tenant of Licensor or any of them or their respective agents, invitees or employees. Licensee hereby assumes all risk of damage to property or injury to persons in or about the Use Area from any cause, and Licensee hereby waives all claims in respect thereof against Licensor, excepting to the extent any such damage or injury is caused by the gross negligence or willful misconduct of Licensor (in which case, Licensor or any of its tenants shall be responsible only to the extent such damage is not covered by insurance required to be carried by Licensee hereunder).

  1. Alterations and Utilities. Licensee shall not make any alterations or improvements to the Use Area or the Building without first obtaining the prior written consent of Licensor, which may be withheld by Licensor in its sole and absolute discretion. In addition, Licensee shall not in any way interfere with the use and operation of the Building by Licensor and other tenants or customers of the Building. Licensee shall supply Licensee’s own power sources for the utilization of lighting, camera, recording and other Production equipment to be utilized by Licensee on the Use Area and shall not use any power from any other source at the Building. Licensee may not utilize any clamps, nails, hardware or any other item which would be attached to the Use Area or may scratch, mark, deface or otherwise damage any portion of the Use Area. Licensee shall not alter or remove any fixtures from the Use Area without the prior written consent of Licensor. All equipment to be transported to the Use Area in elevators shall be accomplished only in those elevators specifically assigned to Licensee for said purpose by Licensor.
  2. Surrender of Use Area. Upon the expiration of the Term of this Agreement, Licensee shall vacate, quit and surrender possession of the Use Area to Licensor in as good order, appearance and condition as when received and shall, without expense to Licensor, remove or cause to be removed from the Use Area all debris and rubbish and all equipment and other personal property of Licensee. In addition, Licensee shall clean, at its expense, any portion of the Building used by Licensee and any debris and rubbish resulting from Licensee’s activities. If Licensee fails to comply with its obligations under this Section10, Licensee shall reimburse Licensor for its costs plus an administrative fee of fifteen percent (15%) immediately upon receipt of invoice from Licensor or, at Licensor’s option, Licensor’s Representative, Licensor may deduct such amount from the Security Deposit.
  3. Damage and Destruction. Licensor may terminate the license herein granted by written notice to Licensee and without any liability whatsoever to Licensee if the Building is materially damaged or destroyed at any time and from any cause.
  4. Rights of Tenants. Licensee hereby acknowledges that the tenants of the Building have rights under their respective leases to the exclusive use and enjoyment of their respective premises and to the use and enjoyment of the common areas of the Building, and Licensee shall at all times take such actions as may reasonably be required to avoid any infringement of such rights. Without limiting the generality of the foregoing, Licensee shall not take any action which interferes with the access of any tenant to or from its premises within the Building.
  5. Liability for Interruptions. Licensor shall not have any liability to Licensee for any interruption to the activities of Licensee caused by the acts or omissions of any person or entity.
  6. No Right to the Use of Names, Marks, Exterior of the Building and Project. Nothing in this Agreement shall grant to Licensee the right to use and/or photograph, and Licensee shall not use and/or photograph, without the prior written consent of Owner (which consent may be withheld in Owner's sole discretion), (i)the names “LNR Warner Center”, or “Hines” or any derivations thereof, (ii) the name and/or logo of any tenant or occupant of the Building or any derivations thereof.
  7. Miscellaneous.

(a)Rules and Regulations. Licensee shall comply with the rules and regulations attached hereto as Exhibit”A” and made a part hereof and with any other rule or regulation reasonably specified by Licensor.

(b)Prohibition on Assignment. Licensee shall not assign its interest in this Agreement nor transfer its interest in the Use Area at any time. Notwithstanding the foregoing, Licensee shall have the unrestricted right to assign, license and otherwise transfer the rights in and to the photography and recordings made by Licensee hereunder (or any parts thereof) to any other affiliated person or entity.

(c)Attorneys’ Fees. In any action to enforce the terms of this Agreement, including any suit by Licensor for recovery of possession of the Use Area, the losing party shall pay the successful party a reasonable sum for outside attorneys’ fees and costs in such action.

(d)No Option. The submission of this Agreement by Licensor, its agent or representative for examination or execution by Licensee does not constitute an option or offer to license the Use Area upon the terms and conditions contained herein, it being intended hereby that this Agreement shall only become effective upon the execution and delivery of this Agreement by both Licensor and Licensee.

(e)Notices. Any notice required or permitted to be given hereunder shall be in writing and may be given by personal service evidenced by a signed receipt or sent by registered or certified mail, return receipt requested, or by recognized overnight courier. Any such notice shall be sent to the following address, provided that either party may by notice to the other specify a different address for notice purposes:

Licensee:Columbia Pictures Industries, Inc.
c/o The Culver Studios
Above Stage 2, Suite 317
9336 W. Washington Boulevard Culver City, CA 90232

Licensor:LNR Warner Center Property Owners Association

c/o Hines Interests Limited Partnership

5700 Canoga Avenue, Suite 140

Woodland Hills, CA 91367

Attn: Property Manager

(f)Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

  1. Arbitration. The parties agree that any and all disputes or controversies of any nature between them arising in connection with the Picture and/or this Agreement shall be determined by binding arbitration in accordance with the rules of JAMS (or, with the agreementof the parties, ADR Services) before a single neutral arbitrator ("Arbitrator") mutually agreed upon by the parties. If the parties are unable to agree on an Arbitrator, the Arbitrator shall be appointed by the arbitration service. The Arbitrator's decision shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the Superior Court for confirmation and enforcement of the award. Prior to the appointment of the Arbitrator or, in the case or remedies beyond the jurisdiction of an arbitrator, at any time, either party may seek pendentelite without thereby waiving its right to arbitration of the dispute or controversy under this section. All arbitration proceedings 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.
  2. Remedies. The rights and remedies of Licensor in the event of any breach by Licensee of this Agreement shall be limited to Licensee's right to recover damages, if any, in an action at law. In no event shall Licensor have the right to enjoin, restrain or impair the production, marketing, exhibition, exploitation and/or distribution of the Production.
  3. Grant of Rights. All rights of every kind in and to all photographs and sound recordings made hereunder (including, but not limited to, the right to exhibit any and all scenes photographed or recorded at and of the Property or reproduction of the Property throughout the world in perpetuity) shall be and remain vested in Company, its successors, assigns and licensees, and neither Grantor nor any tenant, or other party now or hereafter having an interest in the Property, shall have any right of action against Company or any other party arising out of any use of said photographs and/or sound recordings whether or not such use is, or may be claimed to be defamatory, untrue, or censurable in nature and Grantor, any tenant, and any other party now or hereafter having an interest in the Property, hereby waives any and all rights of privacy, publicity, or any other rights of a similar nature in connection with the exploitation of any such photography or sound recordings. The afore-mentioned rights granted are in connection with the Production, and for the avoidance of doubt, Licensee shall not license its rights in the footage to any third party for so-called "stock footage" purposes.

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