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DIGITAL VIDEO DISTRIBUTION AGREEMENT

This Agreement (hereinafter referred to as the “Agreement”) made and entered into at [●] this [●] day of [●] (“Effective Date”)BY AND BETWEEN[●] a company incorporated under the provisions of the Companies Act, 1956, having its registered office at [●] (hereinafter referred to as the “Licensor” which expression shall, unless inconsistent with the context or meaning thereof, be deemed to mean and include its subsidiaries, nominees, successors and assigns) of the ONE PART;

Vista India Digital Media Inc, incorporated in Delaware (US) with its registered office located at 2901 Tasman Drive, Suite 210, Santa Clara, CA 95054 (hereinafter referred to as the “Licensee” which expression shall, unless inconsistent with the context or meaning thereof, be deemed to mean and include its subsidiaries, nominees, successors and assigns) of the SECOND PART;

The Licensor and the Licensee shall hereinafter be individually referred to as “Party” and collectively as “Parties”.

These Basic Terms, together with the Standard Terms and Conditions for the Agreement and Exhibits A, B and C constitute the entire Agreement between the Parties and are a fully binding Agreement between Licensor and the Licensee. In the event of any conflict between the provisions of this Agreement and/or the Standard Terms and Conditions and / or Exhibits, the Parties agree to attempt a harmonious reading of the conflicting provisions, failing which the order of precedence shall be as follows: (i) Basic Terms (ii) Standard Terms and Conditions (iii) Exhibits Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Standard Terms and Conditions.

WHEREASA. The Licensee has entered into an agreement with ITunes S.a.r.l. (“ITUNES”) for distribution of audiovisual

content on ITunes Store.B. The Licensor is the owner / right holder of the Licensed Work/s. C. Pursuant to discussion, Licensor has agreed to grant Licensed Rights in favour of the Licensee for

exploitation over Licensed Platform in the Territory strictly as per terms and conditions contained herein. D. NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein and other

good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Licensor and the Licensee hereby agree as follows:

BASIC TERMS:

1. Term Term shall mean a period of [●] years subject to renewal of the Agreement.2. Territory Territory shall mean the territory as referred in Exhibit C for each Licensed Work.3. Licensed

RightsNon-exclusive right to digitally distribute the Licensed Work on the Licensed Platform on a TVOD and EST basis and make the Licensed Work available by streaming and / or downloading for viewing by Subscribers on the Licensed Platform and to further sub-license such rights granted herein to ITUNES for exploitation on the Licensed Platform.The Licensor shall also provide the promotional material relating to the Licensed Work including trailer, key art, subtitle file and the metadata, music cue sheets etc

4. Revenue Share

4.1. The Gross Revenue receivable from ITUNES will be determined on the basis of the wholesale price tiers forming part of the ITUNES Agreement. The current wholesale price tier forming part of the ITUNES Agreement is contained in Exhibit A hereto.

4.2. Gross Revenue to be shared between Licensor & Licensee: Gross Revenue shall be shared by Licensor and Licensee in the ratio of 80 (Licensor): 20 (Licensee).

(i) “Gross Revenue” shall mean the revenue received from ITUNES by the Licensee.(ii) “Deductible Expenses” shall mean the following costs and expenses if incurred by

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the Licensee at actual:a) Encoding Expenses incurred by the Licensee at actuals in any event not

exceeding $500 and same shall be payable upfront by Licensor.b) marketing expenses (as agreed with the Licensor),c) all applicable taxes, charges and levies (if any).

(iii) “Encoding Expenses” shall mean the expenses at actual incurred by for packaging, encoding and delivery of the Licensed Work to ITUNES.

4.3. The Licensee shall pay Licensor’s share of Revenue within 30 days of the receipt of Gross Revenue from ITUNES and such payment shall be subject to deduction of applicable withholding taxes and expenses, if any.

5. Termination 5.1. Either Party may terminate this Agreement by notice in writing to the other Party earlier than the expiration of the Term if :

a. the other Party is in breach of any of its obligations under this Agreement and such defaulting party shall have failed to remedy it within a period of 15 (fifteen) days of receipt of notice specifying the breach with a request to remedy it; or

b. the other Party goes into liquidation either compulsorily or voluntarily (save for the purpose of reconstruction or amalgamation) or, if a receiver or administrator is appointed with respect of the whole or any part of its assets or, if the Party makes an assignment for the benefit of, or composition with its creditors generally, or threatens to do any of these things or, any similar occurrence under any jurisdiction affects the Party.

5.2. Licensee shall be entitled to terminate this Agreement forthwith in the event of termination of ITUNES Agreement.

5.3. The Licensee further reserves its rights to remove, not offer for sale any of the Licensed Work if ITUNES intimates to the Licensee (i) in the event a third party claims that ITUNES is not authorized to sell or otherwise use such content on ITUNES Store, in which case the Licensee shall co-operate with ITUNES’ reasonable requests towards handling such third party claims (ii) if ITUNES believes that the continued distribution of such Licensed Work will harm ITUNES’ reputation or otherwise be detrimental to ITUNES’ business (iii) as permitted or required by applicable law, rule or regulation (iv) if ITUNES determines that the Licensed Work is subject to excessive customer complaints.

6. Consequences of termination:

6.1. Immediately upon expiry of the Term or sooner termination of this Agreement, any rights granted to the Licensee under this Agreement shall immediately revert to the Licensor, and thereafter Licensee shall not be entitled to do or to authorize third parties to distribute the Licensed Work in any manner whatsoever.

6.2. However, the termination of this Agreement shall not affect any of the obligations of the Parties arising under this Agreement prior to the date of termination. The terms relating to indemnity, confidentiality, governing law, consequences of termination, intellectual property and all accrued claims shall continue to survive in accordance with the provision stated herein.

6.3. Upon the termination of this Agreement, the Licensee shall, in the manner requested by the Licensor, either return any and all of the Licensor’s Licensed Works, CDs, tapes, marks, trademarks, or destroy the same and provide the Licensor with a certificate stating that the afore-mentioned has been destroyed.

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IN WITNESS WHEREOF the Parties hereto have hereunto set their respective signatures on the day and year first hereinabove written.

Signed by theWithin named Licensor

___________________Authorized Signatory

Signed by theWithin named Licensee

_________________Authorized Signatory

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STANDARD TERMS AND CONDITIONS

1. DEFINITIONS AND INTERPRETATION:Unless repugnant to the context or the meaning thereof, the singular shall include the plural and vice-versa; headings and captions used herein shall only be read for convenience and shall in no way be considered while construing or interpreting this Agreement or the provisions herein, capitalized terms unless otherwise defined in this Agreement shall have the same meaning ascribed to them in common trade parlance for agreements of similar nature, and the following words and expressions shall bear the meanings assigned to them below :

1.1. “Confidential Information” means any and all proprietary or confidential data or information relating to either Party, disclosed (directly or indirectly) by one Party to the other Party, including but not limited to, the terms and conditions of this Agreement and any and all financial, technical, non-technical information, data, business operations, future products, on-going research, or business, sales, subscribers, suppliers, clients, employees, ideas and creative works belonging to either Party (regardless of whether such information is protectable under copyright, patent or trademark and/or trade secret doctrine) including but not limited to copyright, trade secret and proprietary information, data, techniques, business forecasts, research, work in progress, program formats, projects, sales and marketing plans, future development, personnel information, whether in oral, written, graphic or electronic form, and whether designated as confidential or not and shall also include Confidential Information, of a third party, which either Party may gain access to, in the course of fulfillment of the purposes of this Agreement;

1.2. “Devices” shall mean any device including mobile wireless device, mobile phone booth, tablet, laptop, computer, portable music players, set top boxes, ipods and any other device etc from which end users can access Licensed Work by any means including without limitation via the internet or over the air cellular networks which can facilitate access to the ITUNES Store.

1.3. “EST” or “Electronic Sell Through License” means the method of delivery of Licensed Work and any applicable materials whereby the Licensed Work is made available to consumers for streaming, downloading, as applicable, via the internet on the Devices at a place and at a time individually chosen by that consumer for personal and non-commercial use and under the terms of a playback license which allows such Subscriber, for a separate per Licensed Work license fee, to possess and store that Licensed Work and materials according to the applicable license on Devic/s for subsequent unlimited and personal replay.

1.4. “Intellectual Property” includes all forms of intellectual property rights subsisting under any law or equity and all analogous rights subsisting under the laws of all jurisdictions and shall include any product or process of the human intellect whether registerable or non-registerable, including inter alia, patents, trademarks, copyrights, or derivative works of the same expression or literary creation, unique name, trade secret (including ideas, research and development, compositions, designs, drawings), presentation, database rights (including rights of extraction) and all applications, all service marks, logos and trade names, together with all translations, adaptations, derivations, and combinations thereof, and all applications, registrations, and renewals in connection therewith, etc.;

1.5. “ITUNES Agreement” shall mean the agreement dated 27th November, 2012 executed between the Licensee and ITUNES and shall include amendments and addendums, executed if any, during the Term of this Agreement.

1.6. “ITUNES Store” An electronic store and its storefronts branded and owned and/or controlled by ITUNES or an affiliate of ITUNES, from which end users can access Licensed Work by any Devices.

1.7. “Language” shall mean the original language of the Licensed Work.1.8. “Licensed Platform” shall mean the platform on which the Licensed Work will be viewed by Subscribers via

streaming and/ or downloading and which shall be owned, managed and operated by ITUNES and which is more popularly known as “ITUNES Store”.

1.9. “Licensed Rights” shall have the meaning ascribed to it in clause 2.1.10. “Licensed Work” shall mean the works in the Language more particularly stated in Exhibit C and other works

as may be added to the Exhibit C from time to time. Work for the purpose of this Agreement shall include and not be limited to cinematograph films, literary works, dramatic works, artistic works, musical works, sound recordings as defined under the Copyright Act, 1957 (amended from time to time).

1.11. “Subscriber” shall mean a person who has subscribed to view the Licensed Work via the TVOD and subscription service made available through streaming and / or downloading on the Devices.

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1.12. “TVOD” or “Transactional Video on Demand” means that mode of programming distribution by which Licensed Work is delivered by a programming service on an on-demand basis by means of streaming of the same via the internet or world wide web, that gives the Subscriber, upon payment of a transactional fee (a per-program or per-exhibition charge), the privilege of viewing the particular Licensed Work on a time-based (e.g., weekly, monthly) basis, where the start time for each such Licensed Work is chosen by the Subscriber and not scheduled by the Licensee, and where the Subscriber can view each such Licensed Work (usually with the ability to stop and start, pause, rewind or fast-forward a program) on a one-time basis for a period determined by the Licensee (e.g., a day).

1.13. “Year” for the purpose of this clause shall mean the period of 12 months. The first year shall commence from the Effective Date.

2. GRANT OF RIGHTS

2.1. The Licensor grants to the Licensee the license to be used during the Term, in the Territory, in accordance with this Agreement the following rights as follows (“hereinafter referred as “Licensed Rights”):a. The right to digitally distribute the Licensed Work on the Licensed Platform on a TVOD and EST basis and

make the Licensed Work available by streaming and / or downloading for viewing by Subscribers on the Devices;

b. The Licensee shall be entitled to edit, modify, cut and alter the Licensed Work to suit the technical specifications / quality control requirements of ITUNES for the Licensed Platform. However any of such edits, modifications, cuts or alters of the Licensed Work hereunder shall not amount to alteration of the fundamental character of such work.

c. The Licensor shall provide the Licensee with promotional clips. The promotion of the Licensed Work shall be solely in relation to the distribution of the Licensed Work on the Licensed Platform in accordance with the rights granted herein.

d. The Licensee shall be entitled to perform, exhibit, distribute and make available the promotional clips of the Licensed Work to Subscribers to promote the sales of the Licensed Work.

e. The Licensee shall be entitled to reproduce, store, distribute, market, display, perform, promote, exhibit, rent, sell, and make available the Licensed Content to the Subscribers via the ITUNES Store.

f. The Licensee shall be entitled to sub-title the Licensed Work in English. The Licensee shall further be entitled to dub the Licensed Work to suit the requirements of ITUNES for exploiting the rights granted herein wherever such sub-titling (in other languages) and dubbing right is available to the Licensor.

g. The Licensee may use the names and authorized voices and likenesses of, and biographical material concerning any actor, performer, director, author, producer, and/ or song writer (“Talent”) as well as the title of any Licensed Work/s or any song contained in the Licensed Work/s (to the extent such song is synchronized with the Licensed Work/s) in any marketing materials for the sale, promotion and advertising of the Licensed Work/s which is offered for sale on the Licensed Platform ( e.g. a Talent name or likeness may be used in an informational fashion, such as textual displays or other informational passages, to identify and represent authorship, production credits, and performances of the applicable Talent in connection with the authorized exploitation of the applicable Licensed Work/s).

2.2. The Licensor hereby agrees that after the Effective Date, if Licensor is vested with the right to exploit any work on the Licensed platform, the Licensor shall, on best endeavor basis include such work within the definition of Licensed Work under this Agreement and grant Licensed Rights in favour of Licensee in relation to such work.

2.3. Licensor agrees that for all movies of the Licensor released/ acquired after the Effective Date, the Licensor shall, on best endeavor basis, make available such movie to the Licensee , no later than earlier of (i) the same date as the initial commercial release of such movie on any home video platform including but not limited to DVD, VCD, DTH, VOD, SVOD, TVOD, Blu Ray, IPTV, EST etc in the Territory on any available format including SD, HD or any other similar format (ii) the first date as of which the Licensor authorizes any home video provider in the Territory to make such movie available on any home video platform including but not limited to DVD, VCD, DTH, VOD, SVOD, TVOD, Blu Ray, IPTV, EST etc in the Territory on any available format including SD, HD or any other similar format.

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3. PAYMENT:3.1. Within 30 days after each month, Licensee will make available to Licensor sales report listing the subscription and

other details and Licensor’s Revenues, if any, against the license word by day for each prior month. Such sales report shall be deemed conclusive after fifteen (15) days from the date of issue, during which period the Licensor shall be entitled to raise any queries on information contained in the sales report, which Licensee shall respond. The Parties agree to work in good faith to resolve any such queries.

3.2. Licensee shall ensure to maintain complete, detailed and accurate records in connection with this Agreement and all transactions related thereto, Licensor may, on reasonable notice of not less than 3 days, appoint a representative to inspect and take copies of these books and records at Licensee’s place of business during normal office hours insofar as these books and records pertain to any money or fees paid or payable to the Licensor under this Agreement. In the event that such an inspection shall reveal an underpayment to the Licensor, Licensee shall immediately pay to the Licensor the amount of such underpayment and, Licensee shall reimburse Licensor with the reasonable expense of the audit in addition to such underpayment. The Licensor reverses the right to terminate the Agreement immediately incase such discrepancies are found in the payments.

3.3. The Licensee shall provide quarterly revenue statement to the Licensor. 3.4. The Licensor has audit right to inspect books and statement received from ITUNES.

4. CONTENT CODE REQUIREMENTS4.1. Licensee shall be entitled to edit, alter, modify the Licensed Work to comply with the applicable programming

codes, censorship requirements and applicable laws of the Territory and the costs incurred by the Licensee in this regard shall form a part of Deductible Expenses.

4.2. It is specifically clarified that the Licensor shall be responsible at its own cost to provide the Licensee, the certificate from the Censor Board of Film Certification for the Licensed Work applicable for video films/ satellite telecast in India.

4.3. Licensee shall ensure that ITUNES complies with its security solution policies for content protection.

5. LICENSED WORK DELIVERY DATE5.1. With respect to the films provided in Exhibit C on the Effective Date, the Licensor shall deliver the Licensed

Work immediately/ within [■] days from the date of signing of this Agreement.5.2. With respect to the new works to be added in Exhibit C, the Licensor shall deliver the said works within the time

frame specified in the said Exhibit C.

6. DELIVERY SPECIFICATIONLicensor will make prompt delivery to the Licensee of delivery items such as per the specifications given in Exhibit B.

7. CUE SHEET

The Licensor shall provide the Licensee with cue sheets, if available with the Licensor, for each movie made available for distribution hereunder.The Licensor further agrees to provide to the Licensee with any information in its possession or control that the Licensee/ ITUNES may need to satisfy its reporting obligations to the relevant copyright society which administer the collection and payment of the royalties (mechanical royalties and/ or royalties for the communication to the public of musical compositions, and to co-operate with Licensee, in a timely manner, with respect to any other third party requirements concerning the use or other exploitation of underlying works in the Licensed Work. ITUNES shall be responsible for payment of royalties to the collecting societies.

8. CONFIDENTIALITY8.1. During the Term of this Agreement each Party shall use and reproduce the other Party’s Confidential

Information only for purposes of this Agreement and only to the extent necessary for such purpose and will restrict disclosure of the other Party’s Confidential Information to its employees, directors, officials, consultants or independent contractors except on a need to know basis and will not disclose the other Party’s Confidential Information to any third party without the prior written approval of the other Party.

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8.2. Notwithstanding the above, it will not be a breach of this Agreement for either Party to disclose Confidential Information of another Party if required to do so under law or applicable regulations or in any judicial or other governmental investigation or proceeding, provided the other Party has been given prior notice and the disclosing Party has sought all reasonably available safeguards against widespread dissemination prior to such disclosure.

9. INTELLECTUAL PROPERTY9.1. Licensor shall be vested with and will continue to be vested with all rights, titles and interests in and to all the

Licensed Works and Licensor’s Intellectual Property. 9.2. Neither Party will acquire any rights with respect to the other Party’s Intellectual Property as a result of any use

of any such Intellectual Property under this Agreement, and neither Party will in any way contest the other Party’s Intellectual Property, nor apply for any registration of any copyright, patent or trademark or other designation, or take any action that would affect the other Party’s ownership of its Intellectual Property or aid or abet anyone else in doing so, nor except as provided herein, use or authorize the use of any trademark, trade name, domain name or other designation identical with or confusingly similar to the other’s Intellectual Property, nor manufacture, distribute, offer for sale, advertise or promote any article, using, in connection therewith, any words and/or symbols and/or combinations thereof that are identical with or confusingly similar to any element of the other’s Intellectual Property, whether or not such element will have been protected by patent, copyright or trademark.

10. LICENSOR’S REPRESENTATIONS AND WARRANTIESLicensor represents and warrants that:

10.1. Licensor has the right, power and authority to enter into and perform this Agreement and to grant to Licensee all of the rights herein granted and agreed to be granted to Licensee.

10.2. To the best of Licensor's knowledge, the Licensed Work is produced in compliance with all laws, statutes, ordinances, rules, regulations and requirements of all governmental agencies and regulatory bodies and it does not infringe upon any third party right.

10.3. Licensor warrants with respect to each Licensed Work(s) it has the right to license such Licensed Work(s) on the terms provided in this Agreement and that such license does not violate the rights of any third parties in India.

10.4. The Licensor shall provide a copy of the Central Board of Film Certification (CBFC) certificate to the Licensee with respect to the films in the Licensed Works at the time of delivering the said films under this Agreement.

10.5. In respect of each of the Licensed Work, the Licensor shall deliver the copyright notice compliant with Section 52 A of the Copyright Act, 1957, giving details of the name and address of the copyright owner, distributor and confirmation of right to distribute such Licensed Work. Such notice shall be delivered within ten (10) days of delivering Licensed Work under this Agreement.

10.6. The Licensed Work is produced in compliance with all laws, statutes, ordinances, rules, regulations and requirements of all governmental agencies and regulatory bodies in India and it does not infringe upon any third party right in India.

10.7. The Licensor represents and warrants that the Licensed Work(s) and underlying works contained therein constitute original work under the Copyright Act, 1957 and do not infringe / violate any right of any third person, including but not limited to intellectual property right, right of privacy, moral right etc. in India.

10.8. Neither the Licensed Work(s) nor any portion thereof, or any of the underlying works comprised in the Film violate or infringe upon the trademark or trade names or any other right of any third party in India.

10.9. There are no current, pending or threatened claims by any third party or any actions or proceedings before any court, arbitrator, administrative tribunal or governmental authority in relation to the Licensed Work against the Licensor and/or the rights granted herein in favour of Licensee.

10.10.Licensor represents and warrants that, Licensor controls or is authorized to grant all rights necessary for exploitation of Licensed Work as provided herein, including, without limitation, all rights in copyright, including, without limitation and to the extent they may be implicated (if at all), the rights to copy, reproduce, perform, communicate to the public, distribute, rent or lend, sell, market, promote, exhibit, display, synchronize and prepare derivative works of all copyrightable subject matter embodied in Licensed Work, and all trademarks, trade names, trade dress, publicity rights and/or third party contractual rights. Licensor shall use reasonable endeavors to provide evidence to support its position as owner or controller of such rights, if required by Licensee. For the avoidance of doubt, Licensed Work includes any musical compositions and sound recordings

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embodied therein. Licensor represents and warrants that the exercise of the rights, licenses and permissions granted herein to or for the benefit of Licensee, its designees, and end users shall not violate or infringe the rights of any third party.

11. LICENSEE’S REPRESENTATIONS AND WARRANTIES:Licensee represents and warrants that:

11.1. it has full title, power and authority to enter into, and fully perform its obligations under this Agreement and, that its performance under this Agreement, will not violate the rights of any third party; and

11.2. It shall ensure that at all times during the Term, ITUNES shall implement Security Solution 11.3. It shall comply with all the Applicable Laws and regulations

12. MUTUAL REPRESENTATIONS AND WARRANTIESBoth Parties have not nor any of its directors, officers, agents, employees, contractor(s), sub-contractor(s) or any other person acting for or on its offered, paid, promised to pay, or authorized the payment of any money or anything of value, to any government authority or any political party for the purpose of influencing any act or decision of such government authority or political party or direct business to any person, in each case where such payment, offer or promise is prohibited under any applicable law to which such entity is subject; or engaged in any activity that would in any manner result in violation of any applicable anti-bribery and/or anti-corruption laws in India and/or the Foreign Corrupt Practices Act of the United States of America and/or under the UK Bribery Act, 2010;and (iv) its director, officer, agent, employees, or any other person acting for or on behalf of the foregoing has complied and shall continue to comply with all applicable anti-bribery and anti-corruption laws and regulations in (a) India (including the Prevention of Corruption Act, 1988); and engage only in legitimate business and ethical practices in commercial operations and also in relation to any third parties or governmental authorities; (b) anti-bribery or anti-corruption laws in India or the Foreign Corrupt Practices Act of the United States of America; (c) anti-bribery and anti-corruption laws and regulations under the UK Bribery Act, 2010.

13. INDEMNITYEach of Licensor and Licensee will indemnify, and hold the other, its subsidiaries, affiliates, , employees and assignees, harmless of, from and against any cost or liability (including reasonable counsel fees), which may be sustained by such party or any of its subsidiaries, affiliates, assignees, licensees, Licensees, officers, directors or employees arising out of (i) a breach of the covenants, representations or warranties, contained in this Agreement, (ii) non-compliance with any applicable law, (iii) the exercise or attempted exercise of any of the rights herein granted to Licensee, or (iv) any acts of gross negligence or intentional misconduct by the Licensor

14. FORCE MAJEUREIf either Party is prevented from fulfilling its obligations under this Agreement by reason of any supervening event beyond its control (including but not limited to, war, national emergency, flood, earthquake, strike or lockout or any regulation or order of any competent statutory or judicial authority or of any government), the Party unable to fulfill its obligations shall immediately give notice of this to the other Party and shall do everything in its power to resume full performance. If the period of incapacity exceeds seven (7) consecutive days, then this Agreement shall automatically terminate unless the Parties first agree otherwise in writing.

15. ARBITRATION, JURISDICTION AND GOVERNING LAW15.1. This Agreement shall be governed and construed in accordance with the laws of India.15.2. If any dispute arises between the Parties hereto during the subsistence of this Agreement or thereafter, in

connection with the validity, interpretation, implementation or alleged material breach of any provision of this Agreement or regarding a question, including the questions as to whether the termination of this Agreement by one Party hereto has been legitimate, both Parties hereto shall endeavor to settle such dispute amicably. If the Parties fail to bring about an amicable settlement, either Party to the dispute may give notice of invocation of the arbitration provisions contained herein, to the other Party in writing. The Parties shall mutually appoint a sole arbitrator and in the event the Parties fail to agree on a sole arbitrator, the dispute shall be referred to a panel of three arbitrators, one to be appointed by Licensor, the other by the Licensee and the third arbitrator to be jointly

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appointed by the two arbitrators so appointed. It is agreed that the Parties shall bear all costs and expenses of the arbitration equally.

15.3. The venue of the arbitration shall be Mumbai (India). The Arbitration proceeding shall be governed by the Arbitration and Conciliation Act, 1996, amended from time to time. The proceedings of arbitration shall be in English language.

15.4. Subject to the provisions of this clause, the Courts having the jurisdiction under the provisions of the Arbitration and Conciliation Act, 1996, to determine all matters which the Courts are entitled to determine under the Act, including, without limitation, provisions of interim reliefs under the provisions of Section 9 of the Arbitration and Conciliation Act, 1996 shall exclusively be courts of Mumbai, India.

16. WAIVERNo failure to exercise and no delay in exercising on the part of any of the Parties hereto, of any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise thereof, or the exercise of any other right.

17. AMENDMENTNo amendment, novation or variation of this Agreement attached hereto shall be binding or have any effect unless in writing and signed by or on behalf of the Parties to this Agreement.

18. SEVERABILITYIn the event that any term, condition, or provision of this Agreement is held to be a violation of any applicable law, statute, or regulation the same shall be deemed to be deleted from this Agreement and shall be of no force and effect and this Agreement shall remain in full force and effect as if such term, condition, or provision had not originally be contained in this Agreement. Notwithstanding the above, in the event of any such deletion, the Parties shall negotiate in good faith in order to agree the terms of a mutually acceptable and satisfactory alternative provision in place of the provision so deleted.

19. ENTIRE AGREEMENTThis Agreement shall constitute an entire agreement and understanding agreed between the Parties relating to the subject matter of this Agreement and supersedes and cancels all prior agreements, statements, representations, understandings, negotiations and discussions, whether oral or written, between the Parties.

20. INDEPENDENT CONTRACTORSThe Parties agree and acknowledge that the relationship between the parties is that of independent contractors. This Agreement shall not be deemed to create a partnership or joint venture, and neither party is the other's agent, partner, employee, or representative.

21. NOTICESAll notices given pursuant to this Agreement shall be in writing and shall be delivered to the Parties at their respective addresses, as stated hereinabove, in this Agreement. The Parties may, from time to time, change their respective addresses or representative for receipt of notices provided for in this Agreement by giving to the other Party not less than 7 (seven) days prior written notice.

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EXHIBIT A WHOLESALE PRICES

EST Wholesale Price Tiers: United KingdomTier SD / HD Wholesale Price Eligibility Requirements

Top Bonus 1 £8.50 / £11.50 Bonus Requirements set forth below are met

Top Bonus 2 £7.00 / £8.50 Bonus Requirements set forth below are met

1 £5.80 / £7.50 Feature is within 3 months of its initial DVD sell- through release in the Territory

2 £4.60 / £5.80 Feature is within 6 months from its initial DVD sell- through release in the Territory



5 £3.00 / £3.50 Feature is over 12 months from its initial DVD sell- through release in the Territory

6 £2.40 / £3.00 To be used at COMPANY’s discretion

7 £1.80 / £2.40 To be used at COMPANY’s discretion

Shorts £0.93 / £1.21 Short

Eurozone CountriesTier SD / HD Wholesale Price Eligibility Requirements

Top Bonus €11,15/ €13,10 Bonus Requirements set forth below are met

1 €7,50 / €9,60 Feature is within 6 months of its initial DVD sell- through release in the Territory

2 €5,70 / €6,80 Feature is between 6 and 12 months from its initial DVD sell-through release in the Territory

3 €4,55 / €5,70 Feature is more than 12 months from its initial DVD sell-through release in the Territory

4 €3,40 / €3,95 To be used at COMPANY’s discretion

5 €2,25 / €2,85 To be used at COMPANY’s discretion

Shorts €1,24 / €1,52 Short

SwitzerlandTier SD / HD Wholesale Price Eligibility Requirements

Top Bonus CHF 15.75 / CHF 19.75 Bonus Requirements set forth below are met

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1 CHF 12.04 / CHF15.05 Feature is within 6 months of its initial DVD sell- through release in the Territory

2 CHF 8.43 / CHF 10.23 Feature is between 6 and 12 months from its initial DVD sell-through release in the Territory

3 CHF 6.02 / CHF 7.82 Feature is more than 12 months from its initial DVD sell-through release in the Territory

4 CHF 4.81 / CHF 6.02 To be used at COMPANY’s discretion

5 CHF 3.10 / CHF 4.21 To be used at COMPANY’s discretion

Shorts CHF 1.62 / CHF 2.26 Short

Norway, Sweden, Denmark (in Norwegian Krone (NOK), Swedish Krona (SEK), and Danish Krone (DKK), respectively)Tier SD / HD Wholesale Price Eligibility Requirements

Top Bonus 100 / 120 Bonus Requirements set forth below are met

1 74 / 90 Feature is within 6 months of its initial DVD sell- through release in the Territory

2 53 / 63 Feature is between 6 and 12 months from its initial DVD sell-through release in the Territory

3 42 / 53 Feature is more than 12 months from its initial DVD sell-through release in the Territory

4 31 / 42 To be used at COMPANY’s discretion

5 21 / 31 To be used at COMPANY’s discretion

Shorts 10,64 / 14 Short

Russia (in Rubles)Tier SD / HD Wholesale Price Eligibility Requirements

1 104.30 /139.30 Feature is within 6 months of its initial DVD sell- through release in the Territory

2 90.30/104.30 Feature is between 6 and 12 months from its initial DVD sell-through release in the Territory

3 69.30 / 90.30 Feature is more than 12 months from its initial DVD sell-through release in the Territory

4 55.30 / 69.30 To be used at COMPANY’s discretion

5 48.30 /55.30 To be used at COMPANY’s discretion

Shorts 20.30/34.30 Short

India (in Indian Rupees)

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Tier SD / HD Wholesale Price Eligibility Requirements

1 203.00/343.00 Feature is within 6 months of its initial DVD sell- through release in the Territory

2 175.00/273.00 Feature is between 6 and 12 months from its initial DVD sell-through release in the Territory

3 133.00/203.00 Feature is more than 12 months from its initial DVD sell-through release in the Territory

4 105.00/133.00 To be used at COMPANY’s discretion

5 35.00/63.00 To be used at COMPANY’s discretion

Shorts 21.00/35.00 ShortIsrael (in Israeli New Shekel)Tier SD / HD Wholesale Price Eligibility Requirements

1 27.93/ 34.93 Feature is within 6 months of its initial DVD sell- through release in the Territory

2 20.93/ 27.93 Feature is between 6 and 12 months from its initial DVD sell-through release in the Territory

3 13.93/ 20.93 Feature is more than 12 months from its initial DVD sell-through release in the Territory

4 10.43/ 13.93 To be used at COMPANY’s discretion



Turkey (in Turkish Lira)Tier SD / HD Wholesale Price Eligibility Requirements







UAE (in Dihram)/Saudi Arabia (in Saudi Arabian Riyal)Tier SD / HD

Wholesale PriceEligibility Requirements

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South Africa (in South African Rand)Tier SD / HD Wholesale Price Eligibility Requirements







All Middle East, Africa, Pan-Russia and Indian Subcontinent countries not set forth above (in US Dollars)Tier SD / HD Wholesale Price Eligibility

Requirements

1 $10.50 / $14.00 Feature is within 6 months of its initial DVD sell- through release in the Territory

2 $7.00 / $9.00 Feature is between 6 and 12

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months from its initial DVD sell-through release in the Territory

3 $4.00 / $5.00 Feature is more than 12 months from its initial DVD sell-through release in the Territory

4 $3.25 / $4.00 To be used only as agreed in writing between the Parties

Shorts $1.40 / $2.09 Short

2. VOD Wholesale Price Tiers:United KingdomCategory: Wholesale Price equals the greater of:Current SD Day and Date (if applicable) £2.12 or 70% of UK Retail Price

Current SD 1+ days £1.82 or 60% of UK Retail Price

Catalog SD £1.08 or 50% of UK Retail Price

Promotional SD £0.58

Current HD Day and Date £2.73 or 70% of UK Retail Price

Current HD 1+ days £2.34 or 60% of UK Retail Price

Catalog HD £1.52 or 50% of UK Retail Price

Promotional HD £1.16

Eurozone CountriesCategory: Wholesale Price equals the greater of:Current SD Day and Date (if applicable) €2,31 or 70% of Retail Price

Current SD 1+ days €1,98 or 60% of Retail Price

Catalog SD €1,24 or 50% of Retail Price

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Promotional SD €0,57

Current HD Day and Date €2,89 or 70% of Retail Price

Current HD 1+ days €2,47 or 60% of Retail Price

Catalog HD €1,65 or 50% of Retail Price

Promotional HD €1,15

SwitzerlandCategory: Wholesale Price equals the greater of:Current SD Day and Date (if applicable) CHF 3.61 or 70% of Retail Price

Current SD 1+ days CHF 3.06 or 60% of Retail Price

Catalog SD CHF 1.46 or 50% of Retail Price

Promotional SD CHF 0.90

Current HD Day and Date CHF 4.51 or 70% of Retail Price

Current HD 1+ days CHF 3.82 or 60% of Retail Price

Catalog HD CHF 1.88 or 50% of Retail Price

Promotional HD CHF 1.50

Norway, Sweden, Denmark (in Norwegian Krone (NOK), Swedish Krona (SEK), and Danish (DKK), respectively)Category: Wholesale Price equals the greater of:Current SD Day and Date (if applicable) 20.75 or 70% of Retail Price

Current SD 1+ days 17.78 or 60% of Retail Price

Catalog SD 11.02 or 50% of Retail Price

Promotional SD 4.79 or 70% of Retail Price

Current HD Day and Date 26.07 or 70% of Retail Price

Current HD 1+ days 22.34 or 60% of Retail Price

Catalog HD 14.82 or 50% of Retail Price

Promotional HD 10.11 or 70% of Retail Price

Russia (in Rubles (“RUB”))Category: Wholesale Price equals the greater of:Current SD Day and Date (if applicable) 47.09 or 70% of RUB Retail Price

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Current SD 1+ days 40.37 or 60% of RUB Retail Price

Catalog SD 23.89 or 50% of RUB Retail Price

Promotional SD 19.79

Current HD Day and Date 67.57 or 70% of RUB Retail Price

Current HD 1+ days 57.92 or 60% of RUB Retail Price

Catalog HD 33.64 or 50% of RUB Retail Price

Promotional HD 26.62

Turkey (in Turkish Lira (“TRY”))Category: Wholesale Price equals the greater of:Current SD Day and Date (if applicable) 2.72 or 70% of TRY Retail Price

Current SD 1+ days 2.33 or 60% of TRY Retail Price

Catalog SD 1.46 or 50% of TRY Retail Price

Promotional SD 0.68

Current HD Day and Date 3.41 or 70% of TRY Retail Price

Current HD 1+ days 2.92 or 60% of TRY Retail Price

Catalog HD 1.95 or 50% of TRY Retail Price

Promotional HD 1.36

India (in Indian Rupees (“INR”))Category: Wholesale Price equals the greater of:Current SD Day and Date (if applicable) 81.90 or 70% of INR Retail Price

Current SD 1+ days 70.20 or 60% of INR Retail Price

Catalog SD 39.00 or 50% of INR Retail Price

Promotional SD 20.48

Current HD Day and Date 102.38 or 70% of INR Retail Price

Current HD 1+ days 87.75 or 60% of INR Retail Price

Catalog HD 58.50 or 50% of INR Retail Price


Israel (in Israeli New Shekel (“ILS”))Category: Wholesale Price equals the greater of:Current SD Day and Date (if applicable) 10.17 or 70% of ILS Retail Price

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Current SD 1+ days 8.72 or 60% of ILS Retail Price

Catalog SD 4.83 or 50% of ILS Retail Price

Promotional SD 2.66

Current HD Day and Date 12.22 or 70% of ILS Retail Price

Current HD 1+ days 10.47 or 60% of ILS Retail Price

Catalog HD 7.26 or 50% of ILS Retail Price

Promotional HD 4.71

UAE (in Dihram (“AED”))/Saudi Arabia (in Saudi Arabian Riyal(“SAR”))Category: Wholesale Price equals the greater of:Current SD Day and Date (if applicable) 10.23 or 70% of SAR Retail Price

Current SD 1+ days 8.77 or 60% of SAR Retail Price

Catalog SD 4.87 or 50% of SAR Retail Price

Promotional SD 2.72

Current HD Day and Date 12.28 or 70% of SAR Retail Price

Current HD 1+ days 10.52 or 60% of SAR Retail Price

Catalog HD 7.31 or 50% of SAR Retail Price

Promotional HD 4.77

South Africa (in South African Rand (“ZAR”))Category: Wholesale Price equals the greater of:Current SD Day and Date (if applicable) 20.47 or 70% of ZAR Retail Price

Current SD 1+ days 17.54 or 60% of ZAR Retail Price

Catalog SD 9.75 or 50% of ZAR Retail Price

Promotional SD 6.82

Current HD Day and Date 27.29 or 70% of ZAR Retail Price

Current HD 1+ days 23.39 or 60% of ZAR Retail Price

Catalog HD 14.62 or 50% of ZAR IRetail Price


All Middle East, Africa, Pan-Russia and Indian Subcontinent countries not set

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forth above (in US Dollars (“USD”))

Category: Wholesale Price equals the greater of:Current Feature SD Day and Date $2.79 or 70% of USD Retail Price

Current Feature SD 1+ days $2.39 or 60% of USD Retail Price

Catalog Feature SD $1.49 or 50% of USD Retail Price

Promotional Feature2 SD $1.39 or 70% of USD Retail Price

Promotional Feature SD $.69 or 70% of USD Retail Price

Current Feature HD Day and Date $3.49 or 70% of USD Retail Price

Current Feature HD 1+ days $2.99 or 60% of USD Retail Price

Catalog Feature HD $1.99 or 50% of USD Retail Price

Promotional Feature2 HD $2.09 or 70% of USD Retail Price

Promotional Feature HD $1.39 or 70% of USD Retail Price

Shorts may not be delivered for distribution via VOD unless and until designated by ITUNES in writing (e.g., via iTunes Connect) as a category of Movie eligible for VOD distribution.

3. General(a) For purposes of the EST Wholesale Price tiers: In each country of distribution, a Feature shall be eligible for a Top Bonus tier (where such a tier is available) only if (a) it is initially commercially released on DVD in the Territory during the Term, (b) it is actually made available to ITUNES for distribution via EST as of the earlier of (i) SD Day and Date for content in SD and HD Day and Date for content in HD or (ii) the EST Date for content in SD and HD EST Date for content in HD, and (c) at the time of delivery to ITUNES, or (if later) 4 weeks prior to its Availability Date, its theatrical box office admissions figures in such country are of such a level that they would have been within the top 50 for such country (or within the top 100 with respect to Top Bonus 2 for the United Kingdom only) if the Feature had been theatrically released during the previous calendar year. Any Top Bonus wholesale price, as applicable and subject to the eligibility requirements set forth above, shall be paid solely during the first two (2) weeks of the Feature’s availability on the Online Store via EST, after which time the wholesale price shall revert to the otherwise highest available wholesale price as set forth above. To establish eligibility for a Top Bonus tier, COMPANY must submit to ITUNES, no later than four (4) weeks in advance of the Availability Date for EST, an email verification from a credible source (e.g., “Variety,” “Hollywood Reporter,” “Box Office Mojo”, “Screen International”) evidencing that the Feature has met the theatrical box office gross requirements set forth above. In the event COMPANY does not designate a tier for a particular Feature, COMPANY shall be deemed to have designated Tier 3 for such Feature, until such time as COMPANY designates a different tier for said Feature.

(b) For purposes of the VOD Wholesale Price tiers: (i) a Feature qualifies for “Current” wholesale tiers solely until the date that is six (6) months after its initial commercial release on DVD in the Territory; all other Features (including any that previously were, but no longer are, “Current” as defined in this clause) shall only qualify for “Catalog” or “Promotional” wholesale tiers;)

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(ii) a Feature that qualifies as “Current” under clause (a) above qualifies for “Day and Date” wholesale tiers only if it is actually made available to ITUNES for distribution via VOD on an SD Day and Date basis for content in SD and an HD Day and Date basis for content in HD; all other Features that otherwise qualify as “Current” shall only qualify for “1+ days,” “Catalog” or “Promotional” tiers; and(iii) “Retail Price” means the sum received by ITUNES from the end user less (i) any taxes, levies, or fees required by any applicable law, rule, regulation or governmental body; and (ii) Collecting Society Payments, which shall, for the purposes of this Agreement, be deemed to be five percent (5%) of the monies paid by an end user and received by ITUNES that are directly attributable to the sale of a Movie less any taxes, levies, or fees required by any applicable law, rule, regulation or governmental body. (iv) “UK Retail Price” means the sum received by ITUNES from the end user less (i) any taxes, levies, or fees required by any applicable law, rule, regulation or governmental body. (v) “USD/RUB/TRY/INR/ILS/ZAR/SAR and/or AED Retail Price” means the sum received by ITUNES from the end user less (i) any taxes, levies, or fees required by any applicable law, rule, regulation or governmental body; and (ii) Collecting Society Payments, which shall, for the purposes of this Agreement, be deemed to be two and one-half percent (2.5%) of the monies paid by an end user and received by ITUNES that are directly attributable to the sale of a Movie less any taxes, levies, or fees required by any applicable law, rule, regulation or governmental body.

(vi) In the event COMPANY does not designate a tier for a particular Feature, COMPANY shall be deemed to have designated the “Catalog” tier for such Feature, until such time as COMPANY designates a different tier for said Feature.(c) With respect to the United Kingdom only, the Parties acknowledge that the wholesale prices set forth in this Exhibit A reflect an estimate for Collecting Society Payments, and in the event that (i) ITUNES is required to pay more than three percent (3%) of the consumer price (excluding any taxes) received by ITUNES for the sale of Videos hereunder; or (ii) ITUNES is required (due to statutory payments or otherwise) to make third party payments that are the responsibility of COMPANY under clause 4(b) of this Agreement, then ITUNES shall be entitled to correspondingly reduce the wholesale prices set forth in Exhibit A upon written notice to COMPANY and only on a prospective basis. In addition, the Parties acknowledge that whenever the actual Collecting Society Payments applicable to particular Videos sold hereunder exceed three percent (3%) of the consumer price (excluding any taxes) received by ITUNES for the sale of such Videos, ITUNES may deduct the excess from the wholesale prices otherwise payable for such sales pursuant to this Exhibit A. (d) With respect to all countries of the Territory that have wholesale prices in USD/RUB/TRY/INR/ILS/ZAR/SAR and/or AED, in the event that (i) Collecting Society Payments applicable to COMPANY Content exceed two and one-half percent (2.5%) of the consumer price (excluding any taxes) received by ITUNES for the sale of Videos hereunder in any country of the Territory, or (ii) ITUNES is required in such country of the Territory (due to statutory payments or otherwise) to make third party payments that are the responsibility of COMPANY under clause 4(b) of this Agreement, ITUNES shall be entitled to correspondingly reduce the wholesale prices for such country of the Territory, as set forth in this Exhibit A, upon written notice to COMPANY and only on a prospective basis. In addition, the Parties acknowledge that whenever the actual Collecting Society Payments applicable to particular Videos sold hereunder exceed two and one-half percent (2.5%) of the consumer price (excluding any taxes) received by ITUNES for the sale of such Videos, ITUNES may deduct the excess from the wholesale prices otherwise payable for such sales pursuant to this Exhibit A. (e) With respect to any other country of the Territory, in the event that (i) Collecting Society Payments applicable to COMPANY Content exceed five per cent (5%) of the consumer price (excluding any taxes) received by ITUNES for the sale of Videos hereunder in such country of the Territory, or (ii) ITUNES is required in such country of the Territory (due to statutory payments or otherwise) to make third party payments that are the responsibility of COMPANY under clause 4(b) of this Agreement, ITUNES shall be entitled to correspondingly reduce the wholesale prices for such country of the Territory, as set forth in this Exhibit A, upon written notice to COMPANY and only on a prospective basis. In addition, the Parties acknowledge that whenever the actual Collecting Society Payments applicable to particular Videos sold hereunder exceed five percent (5%) of the consumer price (excluding any taxes) received by ITUNES for the sale of such Videos, ITUNES may deduct the excess from the wholesale prices otherwise payable for such sales pursuant to this Exhibit A. (f) Subject to the rules and limits set forth herein, COMPANY shall have the right to designate the tier for each Video embodying a Movie that COMPANY provides to ITUNES. Each particular Feature shall be offered in SD and HD

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within the same tier. Notwithstanding the foregoing, election of any tier other than Tier 3 for EST or Catalog for VOD for a Video embodying a Movie that has not been commercially released on DVD shall be by previous written mutual agreement of the Parties only. ITUNES may in its discretion make available additional tiers (e.g., via iTunes Connect), which COMPANY thereafter may choose to select for particular Videos (subject to any applicable rules set forth by ITUNES). The Parties acknowledge and agree that tier numbers on iTunes Connect (or other means provided by ITUNES) may vary from tier numbers as they appear in this Agreement, and COMPANY shall select tiers corresponding to the Wholesale Prices as set forth herein. (g) In the event the Parties agree to sell Movies in any type of bundle for a single price, the wholesale price for any such bundle shall be mutually agreed by the Parties in writing (including via iTunes Connect), but shall in no event exceed the sum total of the wholesale prices for the individual Movies contained therein if they were sold separately.

(h) In the event that content distributed hereunder is subject to any new or higher VAT or other per-transaction tax, levy, or other fee is imposed on ITUNES by any applicable law, rule, regulation or governmental body after the Effective Date, ITUNES shall have the right to correspondingly reduce the wholesale prices set forth in this Exhibit A, upon written notice to COMPANY and only on a prospective basis. (i) The first sale via EST of a Video embodying a particular Movie in HD format to an end user who previously purchased the same Movie in SD format from the Online Store via EST shall be deemed an “EST HD Upgrade.” Notwithstanding anything to the contrary, the wholesale price for an EST HD Upgrade shall be the difference between the HD wholesale price and the SD wholesale price at the tier designated at the time the EST HD Upgrade is sold.

TERRITORY-U.S.A AND CANADA1. Wholesale Prices in the United States (in United States Dollars (US$)) a. EST Wholesale Price Tiers:Tier SD / HD Wholesale Price Eligibility Requirements

Top Bonus $15.50 / $19.00

- Feature SD DVD wholesale price at least $17.00 - theatrical box office gross of at least $10M in the Territory at the time of delivery to ITUNES

Bonus $12.50 / $16.40

- Feature SD DVD wholesale price at least $17.00 - theatrical box office gross of at least $3M in the Territory at the time of delivery to ITUNES

1 $10.50 / $14.00 Feature SD DVD wholesale price at least $17.00



4 $3.25 / $4.00 To be used at COMPANY’s discretionShorts $1.40 / $2.09 Short

b. VOD Wholesale Price Tiers:

Category:Wholesale Price equals the greater of:

Pre-Theatrical Feature (prior to initial theatrical release in the Territory)

$6.99 or 70% of Retail Price

Theatrical Feature (date of initial theatrical release in the Territory)


Current Feature SD Day and $2.79 or 70% of Retail Price

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Date

Current Feature SD 1+ days $2.39 or 60% of Retail Price

Catalog Feature SD $1.49 or 50% of Retail Price

Promotional Feature2 SD $1.39 or 70% of Retail Price

Promotional Feature SD $.69 or 70% of Retail Price

Current Feature HD Day and Date $3.49 or 70% of Retail Price

Current Feature HD 1+ days $2.99 or 60% of Retail Price

Catalog Feature HD $1.99 or 50% of Retail Price

Promotional Feature2 HD $2.09 or 70% of Retail Price

Promotional Feature HD $1.39 or 70% of Retail Price

2. Wholesale Prices in Canada (in Canadian Dollars (CDN$)) a. EST Wholesale Price Tiers:Tier SD / HD Wholesale Price Eligibility Requirements

Top Bonus $19.00 / $23.50

- Feature SD DVD wholesale price at least $20.00 - theatrical box office gross of at least $11M in the Territory and the United States at the time of delivery to ITUNES

Bonus $15.00 / $17.00

- Feature SD DVD wholesale price at least $20.00 - theatrical box office gross of at least $3M in the Territory and the United States at the time of delivery to ITUNES





5 $3.50 / $4.25 To be used at COMPANY’s discretionShorts $1.40 / $2.09 Shortb. VOD Wholesale Price Tiers:

Category:Wholesale Price equals the greater of:

Pre-Theatrical Feature (prior to initial theatrical release in the Territory)


Theatrical Feature (date of initial theatrical release in the Territory)


21

Current Feature SD Day and Date $3.49 or 70% of Retail Price

Current Feature SD 1+ days $2.99 or 60% of Retail PriceCatalog Feature SD $1.99 or 50% of Retail PricePromotional Feature2 SD $1.39 or 70% of Retail PricePromotional Feature SD $.69 or 70% of Retail PriceCurrent Feature HD Day and Date $4.19 or 70% of Retail Price

Current Feature HD 1+ days $3.59 or 60% of Retail PriceCatalog Feature HD $2.49 or 50% of Retail PricePromotional Feature2 HD $2.09 or 70% of Retail PricePromotional Feature HD $1.39 or 70% of Retail Price

3. General: (a) For purposes of the EST Wholesale Price tiers, a Feature shall be eligible for the Bonus or Top Bonus tier only if it is (a) initially commercially released on DVD in the Territory during the Term and (b) actually made available to ITUNES for distribution via EST as of the earlier of (i) SD Day and Date for content in SD and HD Day and Date for content in HD or (ii) the EST Date for content in SD and HD EST Date for content in HD. Any Bonus or Top Bonus wholesale price, as applicable and subject to the eligibility requirements set forth above, shall be paid solely during the first two (2) weeks of the Feature’s availability on the Online Store via EST, after which time the wholesale price shall revert to the otherwise highest available wholesale price as set forth above. To establish eligibility for a Bonus or Top Bonus tier, COMPANY must submit to ITUNES, no later than four (4) weeks in advance of the Availability Date for EST, an email verification from a credible source (e.g., “Variety,” “Hollywood Reporter,” “Box Office Mojo”) evidencing that the Feature has met the theatrical box office gross requirements set forth above. In the event COMPANY does not designate a tier for a particular Feature, COMPANY shall be deemed to have designated Tier 4 for such Feature in the United States and Tier 5 for such Feature in Canada, until such time as COMPANY designates a different tier for said Feature. (b) For purposes of the VOD Wholesale Price tiers: (i) With respect to the Pre-Theatrical and Theatrical tiers, initial theatrical release shall not include film festivals, test and marketing previews, so-called "sneak previews”, free and/or charitable screenings and private limited screenings, regardless of whether an admission fee is charged. (ii) A Feature qualifies for the “Pre-Theatrical” wholesale tier only (A) if it is initially theatrically released in the Territory during the Term, (B) if it is actually made available to ITUNES for distribution via VOD prior to its initial theatrical release in the Territory, and (C) until the date of its initial theatrical release in the Territory; all other Features (including any that previously were, but no longer are, “Pre-Theatrical” as defined in this clause) shall only qualify for “Theatrical,” “Current,” “Catalog” or “Promotional” wholesale tiers. (iii) A Feature qualifies for the “Theatrical” wholesale tier only (A) if it is initially theatrically released in the Territory during the Term, (B) if it is actually made available to ITUNES for distribution via VOD no later than the first date of its initial theatrical release in the Territory, and (C) unless otherwise approved in writing by iTunes, until the date sixty (60) days prior to its initial commercial release on DVD in the Territory; all other Features (including any that previously were, but no longer are, “Theatrical” as defined in this clause) shall only qualify for “Current,” “Catalog” or “Promotional” wholesale tiers. (iv) a Feature qualifies for “Current” wholesale tiers solely until the date that is six (6) months after its initial commercial release on DVD in the Territory; all other Features (including any that previously were, but no longer are, “Current” as defined in this clause) shall only qualify for “Catalog” or “Promotional” wholesale tiers; (v) a Feature that qualifies as “Current” under clause (iv) above qualifies for “Day and Date” wholesale tiers only if it is actually made available to ITUNES for distribution via VOD prior to its initial commercial release on DVD in the Territory or on an SD Day and Date basis for content in SD and an HD Day and Date basis for content in HD; all other Features that otherwise qualify as “Current” shall only qualify for “1+ days,” “Catalog” or “Promotional” tiers; and (vi) “Retail Price” means the sum received by ITUNES from the end user less any taxes, levies, or fees required by any applicable law, rule, regulation or governmental body.

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(vii) In the event COMPANY does not designate a tier for a particular Feature, COMPANY shall be deemed to have designated the “Catalog” tier for such Feature, until such time as COMPANY designates a different tier for said Feature. (c) Subject to the rules and limits set forth herein, COMPANY shall have the right to designate the tier for each Video embodying a Movie that COMPANY provides to ITUNES. Each particular Movie shall be offered in SD and HD within the same tier. Notwithstanding the foregoing, election of any tier other than Tier 4 in the United States or Tier 5 in Canada for EST, or Catalog for VOD (or the Pre-Theatrical or Theatrical tier, if applicable), for a Video embodying a Movie that has not been commercially released on DVD shall be by previous written mutual agreement of the Parties only. ITUNES may in its discretion make available additional tiers (e.g., via iTunes Connect), which COMPANY thereafter may choose to select for particular Videos (subject to any applicable rules set forth by ITUNES). The Parties acknowledge and agree that tier numbers on iTunes Connect (or other means provided by ITUNES) may vary from tier numbers as they appear in this Agreement, and COMPANY shall select tiers corresponding to the Wholesale Prices as set forth herein. (d) In the event the Parties agree to sell Movies in any type of bundle for a single price, the wholesale price for any such bundle shall be mutually agreed by the Parties in writing (including via iTunes Connect), but shall in no event exceed the sum total of the wholesale prices for the individual Movies contained therein if they were sold separately.

(e) In the event that content distributed hereunder is subject to any new or higher VAT or any other per-transaction tax, levy, or other fee is imposed on ITUNES by any applicable law, rule, regulation or governmental body after the Effective Date, ITUNES shall have the right to correspondingly reduce the wholesale prices for such content set forth in this Exhibit A, upon written notice to COMPANY and only on a prospective basis. (f) The first sale via EST of a Video embodying a particular Movie in HD format to an end user who previously purchased the same Movie in SD format from the Online Store via EST shall be deemed an “EST HD Upgrade.” Notwithstanding anything to the contrary, the wholesale price for an EST HD Upgrade shall be the difference between the HD wholesale price and the SD wholesale price at the tier designated at the time the EST HD Upgrade is sold.

TERRITORY: AUSTRALIA

Exhibit A Wholesale Prices

1. EST Wholesale Price Tiers:a. Australia (in Australian Dollars (AU$))

TierSD / HD Wholesale Price

Eligibility Requirements

Bonus $22.00 / $26.00 Theatrical box office gross of at least $1.5M at the time of delivery to ITUNES

1 $15.20 / $18.20

Feature SD DVD wholesale price at least $23.83 / Feature HD DVD wholesale price at least $29.98

2 $12.50 / $ 15.00


2.5 $9.50 / $11.00


3 $8.50 / $9.75


4 $5.50 / $6.50


5 $4.00 / $5.00 To be used at COMPANY’s discretion

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b. New Zealand (in New Zealand Dollars (NZ$))

TierSD / HD Wholesale Price

Eligibility Requirements

Bonus $22.00 / $26.00

Theatrical box office gross of at least $230,000 at the time of delivery to ITUNES

1 $15.20 / $18.20


2 $12.50 / $ 15.00


2.5 $9.50 / $11.00


3 $8.50 / $9.75


4 $5.50 / $6.50


5 $4.00 / $5.00 To be used at COMPANY’s discretion


2. VOD Wholesale Price Tiers:

Category: In Australia, Wholesale Price In New Zealand, Wholesale equals the greater of: Price equals the greater of:

Current Feature SD Day and Date

AU$3.81 or 70% of Retail Price

NZ$4.89 or 70% of Retail Price

Current Feature SD 1+ days



Catalog Feature SD



Promotional Feature SD AU$0.63 NZ$0.69

Current Feature HD Day and Date



Current Feature HD 1+ days

AU$3.81 or 60% of Retail


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Price

Catalog Feature HD



Promotional Feature HD AU$1.27 NZ$1.39

Shorts may not be delivered for distribution via VOD unless and until designated by ITUNES in writing (e.g., via iTunes Connect) as a category of Movie eligible for VOD distribution.

3. General:

(a) For purposes of the EST Wholesale Price tiers, a Feature shall be eligible for the Bonus tier only if it is (a) initially commercially released on DVD in the Territory during the Term and (b) actually made available to ITUNES for distribution via EST as of the earlier of (i) SD Day and Date for content in SD and HD Day and Date for content in HD or (ii) the EST Date for content in SD and HD EST Date for content in HD. Any Bonus wholesale price, as applicable and subject to the eligibility requirements set forth above, shall be paid solely during the first two (2) weeks of the Feature’s availability on the Online Store via EST, after which time the wholesale price shall revert to the otherwise highest available wholesale price as set forth above. To establish eligibility for the Bonus tier, COMPANY must submit to ITUNES, no later than four (4) weeks in advance of the Availability Date for EST, an email verification from a credible source (e.g., “Variety,” “Hollywood Reporter,” “Box Office Mojo”) evidencing that the Feature has met the theatrical box office gross requirements set forth above.In the event COMPANY does not designate a tier for a particular Feature, COMPANY shall be deemed to have designated Tier 5 for such Feature, until such time as COMPANY designates a different tier for said Feature.

(b) For purposes of the VOD Wholesale Price tiers:

(i) A Feature qualifies for “Current” wholesale tiers solely until the date that is six (6) months after its initial commercial release on DVD in the Territory; all other Features (including any that previously were, but no longer are, “Current” as defined in this clause) shall only qualify for “Catalog” or “Promotional” wholesale tiers.

(ii) A Feature that qualifies as “Current” under clause (i) above qualifies for “Day and Date” wholesale tiers only if it is actually made available to ITUNES for distribution via VOD on an SD Day and Date basis for content in SD and an HD Day and Date basis for content in HD; all other Features that otherwise qualify as “Current” shall only qualify for “1+ days,” “Catalog” or “Promotional” tiers.

(vi) “Retail Price” means the sum received by ITUNES from the end user less any taxes, levies, or fees required by any applicable law, rule, regulation or governmental body.

(vii) In the event COMPANY does not designate a tier for a particular Feature, COMPANY shall be deemed to have designated the “Catalog” tier for such Feature, until such time as COMPANY designates a different tier for said Feature.

(c) Subject to the rules and limits set forth herein, COMPANY shall have the right to designate the tier for each Video embodying a Movie that COMPANY provides to ITUNES. Each particular Movie shall be offered in SD and HD within the same tier. Notwithstanding the foregoing, election of any tier other than Tier 5 for EST or Catalog for VOD for a Video embodying a Movie that has not been commercially released on DVD shall be by previous written mutual agreement of the Parties only. ITUNES may in its discretion make available additional tiers (e.g., via iTunes Connect), which COMPANY thereafter may choose to select for particular Videos (subject to any applicable rules set forth by ITUNES). The Parties acknowledge and agree that tier numbers on iTunes Connect (or other means provided by ITUNES) may vary from tier numbers as they appear in this Agreement, and COMPANY shall select tiers corresponding to the Wholesale Prices as set forth herein.

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(d) In the event the Parties agree to sell Movies in any type of bundle for a single price, the wholesale price for any such bundle shall be mutually agreed by the Parties in writing (including via iTunes Connect), but shall in no event exceed the sum total of the wholesale prices for the individual Movies contained therein if they were sold separately.

(e) In the event that content distributed hereunder is subject to any new or higher GST, or any other per-transaction tax, levy, or other fee is imposed on ITUNES by any applicable law, rule, regulation or governmental body after the Effective Date, ITUNES shall have the right to correspondingly reduce the wholesale prices for such content set forth in this Exhibit A, upon written notice to COMPANY and only on a prospective basis.

(f) The first sale via EST of a Video embodying a particular Movie in HD format to an end user who previously purchased the same Movie in SD format from the Online Store via EST shall be deemed an “EST HD Upgrade.” Notwithstanding anything to the contrary, the wholesale price for an EST HD Upgrade shall be the difference between the HD wholesale price and the SD wholesale price at the tier designated at the time the EST HD Upgrade is sold.

EXHIBIT BDELIVERY SPECIFICATION

Feature File

Provide a feature master title(s) file. Acceptable master formats if submitted completely encoded in spec (for both feature and trailers) include:

- Pro Res on a Hard Drive- or delivery through Aspera

If submitting for encoding services, include (in order of preference):-- HD Cam SR- HD Cam- D5- Digibeta

The Final Feature and Trailer file will need to be submitted in the following format:

- Apple ProRes 422(HQ)- ITU-R BT.709 color space, file tagged correctly as 709.- VBR expected at -220 Mbps- 1920 x 1080 square pixel aspect ratio material

- Native frame rate of original source:

1. 29.97 interlaced frames per second for video sourced2. 24 or 25 progressive frames per second for film sourced3. 23.976 progressive frames for inverse telecine sourced from film

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The feature and trailer need to be the best quality available, same aspect ratio. For Ex: If the feature is sent16x9 the trailer should be 16x9. If a 16:9 version is possible, a 4:3 will not be accepted. The format should be the same as well. For Ex: If the feature is 23.98 then the trailer should be 23.98.

Content can be delivered matted: letterbox, pillbox or window box but consistency is very important when sending both assets.

* Telecine materials will not be accepted

We do not require a specific naming convention.

2▪☐ Trailer

Include a trailer for the feature. Acceptable master formats for both the trailer and the feature are defined above along with file type.

** All delivered features and trailers must begin and end specifically with only one-second of black according to its native frame rate. There must be one-second of black at the front and back of the title or clip that is delivered. As specifically required by us, if not included will be charged an editing fee.

3▪☐ Metadata

Fill out the Metadata spreadsheet.

Be sure to fill in each column with the details necessary. Vista will add the Vendor ID which is the title's SKU number, used to locate and verify the title. Also include the territories the title will be delivered to. The rating is very important. Make sure that the ratings for the movie/TV is included for each territory that it will be distributed. (Remember that when the title has already been rated in a country, it must be given the same rating when delivered) and the other specific items on the spreadsheet that specifically correspond to the title request.

Do not forget to fill out the chapter stops spreadsheet and specifically indicate the chapter titles and chapter time code. A Chapter is marked for every last frame before the start of a song.

For India titles the address of the copyright owner must be included in the metadata. For e.g. - Statutory declaration under section 52A of the Copyright Act, 1957 (as amended): We, [Company

Name], located at [P.O. Box. - ], Mumbai – 4000.., India; hereby declare that we are the owners/ right holders of the copyright for distributing this cinematograph film, having secured necessary consent and license from the producer of the film. The following details shall be displayed:In case of cinematograph film:(i) a copy of the certificate granted by the Broad of Film Certification under section 5A of Cinematograph

Act, 1952 in respect of such work;(ii) the name and address of the person who has made the video film and a declaration by him that he has

obtained the necessary license or consent from the owner of the copyright in such work for making such video film; and

(iii) the name and address of the owner of the copyright in such work

In case of sound recordings:

(i) the name and address of the person who has made the [sound recording]; (ii) the name and address of the owner of the copyright in such work; and(iii) the year of its first publication.

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4▪☐ ART

Next, include cover art. This picture you will send will be the jpg file most likely to represent the film on the platforms to which we will deliver the titles. The pieces that need to be delivered include -

1. Layered PSD file 2. JPEG (quality unconstrained) .jpg file with the censor certificate for titles going live in India 3. JPEG (quality unconstrained) .jpg file without the censor certificate for titles going live outside India

a. Spec details include – RGB (screen standard) Images must be at least 300dpi 2:3 Aspect Ratio 1400x2100 pixels with certificate size 500x383

* India titles must have the certificate of copyright included in the lower left hand corner of the poster art. (example provided)

- The Poster Art from the film must contain key art and title. Credits blockDVD cover, release date, website, promotional tagging and other elements should not be included on the picture.

* Poster Art must not display the film ratings.

5▪☐ Subtitles and CC Files

A. Each international title requires a subtitle file. This file is the written text of the film dialogue. The file needs to be a .srt or .stl. If there has never been closed captioning done for the movie/TV title(s) you are delivering, you will need to include a cc file as well. (If there has never been closed captioning done for the title(s) then a CC Letter will need to be provided. "Subtitle (.srt) files are required for both, the full film and the trailer".

A sample CC letter will be provided.

☐ CC Files

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B. If closed captioning has been done for the title(s) then a closed caption file needs to be provided. The file must be provided as an .scc file or a .cap file:

1. .scc file at 29.97 fps2. .cap file at 29.97 fps

6▪☐ Best Source Letter (not at delivery – only when asset fails and the letter is requested)

The Producer/International owner of feature/TV title(s) rights must provide a best source letter when the file or asset of the feature or television program is the best source available and the only one on the market. If there isn't another source such as a DVD that has been created for the asset in question, (It is the responsibility of the client to verify there is not another market source. If there is one such as a DVD, it will be compared to the file delivered by the client and if the DVD is a better source the client will be required to provide a better source or the same source used to create the DVD) a best source letter must be provided in order to continue with the services for the title(s) delivered by the client.

A sample Best Source file will be provided.

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EXHIBIT C

LICENSED WORK

Sr. No. Title Territory DubbingRights

License Period End Date, if any.

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