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Third Draft – September 23, 2008 1

ALL PAID ADVERTISING AND PUBLICITY IS SUBJECT TO THE ATTACHED REQUIREMENTS AS TO SIZE, ORDER AND PLACEMENT.

DREAMWORKS “MADAGASCAR: ESCAPE 2 AFRICA”

Artwork title: The DreamWorks ® logo with the "boy in the moon" line-art version should be directly above the artwork title. Audio: In all television and radio ads greater than ten (10) seconds in length and in all trailers (theatrical, internet, etc.), the visual presentation of the logo will carry voice-over reinforcement in a form substantially similar to "From DreamWorks, the makers of Shrek…", "DreamWorks Madagascar: Escape 2 Africa".

DREAMWORKS SKG Presents

A PDI/DREAMWORKS Production

"MADAGASCAR: ESCAPE 2 AFRICA” (title is clear for our use)

Music and Songs by HANS ZIMMER and will.i.am

Written by ETAN COHEN and ERIC DARNELL & TOM McGRATH

Produced by MIREILLE SORIA MARK SWIFT

Directed by ERIC DARNELL TOM McGRATH

Soundtrack Available on will.i.am music, inc. (logo) / INTERSCOPE RECORDS (logo)

MadagascarMovie.com

DOLBY ® DIGITAL in Selected Theaters (logo)

DTS ® DIGITAL SOUND in Selected Theaters (logo)

SDDS Sony Dynamic Digital Sound ® in Selected Theaters (logo)

MADAGASCAR: ESCAPE 2 AFRICA ™ & © 2008 DREAMWORKS ANIMATION LLC. All Rights

Reserved.

DREAMWORKS ANIMATION SKG ™ logo (far right)

MOON BOY logo (IMPORTANT: SEE PAGE 7 FOR USAGE)

PDI ® logo (far left)

PARAMOUNT DISTRIBUTION CREDIT/INTEGRATED LOGO (right of PDI ®) See page 8 for specifics.

This film is rated PG for some mild crude humor. ---------------------------------------------------------- CAST CREDIT REQUIREMENTS AND RESTRICTIONS: Please see Pages 2-3 for cast credit summary; Pages 9 -13 for the cast contractual details. Special Note: Sacha Baron Cohen's song performance cannot be a "featured song" in any marketing campaign for the Picture without his prior written consent. Nothing shall restrict DWA's right to make incidental use of the song performance in the marketing campaign for the Picture, or to use a sound-alike.

CLEARANCE RESTRICTIONS: Please see separate report provided by Kathryn Meyers. DWA STANDARD EXCLUSIONS AND EXCEPTIONS: Please see 4. IMAX REQUIREMENTS: Please see Pages 15 and 16.

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MADAGASCAR: ESCAPE 2 AFRICA – PAID/EXCLUDED AD CAST SUMMARY


ARTIST BILLING BLOCK ABOVE REGULAR TITLE ARTWORK TITLE CREDIT

AUDIO MENTION

BEN STILLER ("ALEX")

(1st Position)

Yes, if any other voice actor.

Yes, if any other voice actor. If DWA elects, but only if one other voice actor's credit appears.

Yes, if any other voice actor, per below:

Entitled to either receive audio credit in the same teaser/trailer, or in an equal number of teasers/trailers/TV/radio ads as any other voice actor, at DWA's discretion.

CHRIS ROCK ("Marty")

(2nd Position)


Yes, if any other principal voice actor.


Yes, if any other voice actor, per below:

Entitled to either receive audio credit in the same teaser/trailer, or in an equal number of teasers/trailers/TV/radio ads as any other voice actor, at DWA's discretion.

DAVID SCHWIMMER ("Melman")

(3rd Position)




No ties.

JADA PINKETT SMITH

("Gloria")

(4th Position)

Yes, if any other principal voice actor (Stiller, Rock, Schwimmer).



No ties.

SACHA BARON COHEN

("Julien")

(5th Position)


Note: If one or more of the 4 principal voice actors (Stiller, Rock, Schwimmer, Pinkett Smith) is/are not accorded credit, then Baron Cohen shall not be accorded credit.

Although the choice of whether or not to credit Baron Cohen is at DWA's discretion, if one or more of the 4 principal voice actors (Stiller, Rock, Schwimmer, Pinkett Smith) is/are not accorded credit, then Baron Cohen shall not be accorded credit.

Yes, if the 4 principal voice actors are credited.

Note: If one or more of the 4 principal voice actors (Stiller, Rock, Schwimmer, Pinkett Smith) is/are not accorded credit, then Baron Cohen shall not be accorded credit.

No ties.

CEDRIC KYLES aka

CEDRIC THE ENTERTAINER

("Maurice")

Note: Credit as Cedric The Entertainer

Yes, if any other voice actor (other than Stiller, Rock, Schwimmer and/or Pinkett Smith).

No ties. No ties. No ties.

ANDY RICHTER ("Mort")

No paid advertising obligation.




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MADAGASCAR: ESCAPE 2 AFRICA – PAID/EXCLUDED AD CAST SUMMARY


ARTIST BILLING BLOCK ABOVE REGULAR TITLE ARTWORK TITLE CREDIT

AUDIO MENTION

BERNIE MAC ("Zuba")

Yes, if any other voice actor (other than Stiller, Rock, Schwimmer, Pinkett Smith, Baron Cohen, Cedric The Entertainer and/or Richter).


ALEC BALDWIN ("Makunga")

Yes, if any other supporting voice actor (all other voice actors except Stiller, Rock, Schwimmer, Pinkett Smith, Baron Cohen).

No ties. No ties. No tiles

SHERRI SHEPHERD

("Alex's Mom")





William Adams aka

willi.am ("Moto Moto")

Note: Credit as will.i.am

Yes, if any other supporting voice actor (as determined by DWA [e.g., Mac; but not Stiller, Rock, Schwimmer, Pinkett Smith, Baron Cohen, Cedric The Entertainer and Richter]).


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"MADAGASCAR: ESCAPE 2 AFRICA"

BILLING REQUIREMENTS TO BE COMPLIED WITH IN ALL PAID ADVERTISING

The following credits shall be displayed, in the order and size indicated, in all paid advertising. The percentage size designated for each name indicates its percentage size of the REGULAR TITLE, unless otherwise indicated.

DREAMWORKS “MADAGASCAR: ESCAPE 2 AFRICA”

Artwork title: The DreamWorks ® logo with the "boy in the moon" line-art version should be directly above the artwork title. Audio: In all television and radio ads greater than ten (10) seconds in length and in all trailers (theatrical, internet, etc.), the visual presentation of the logo will carry voice-over reinforcement in a form substantially similar to "From DreamWorks, the makers of Shrek…", "DreamWorks Madagascar: Escape 2 Africa".

DREAMWORKS SKG Presents CREDIT: Use obligatory in the billing block, if any, of all advertising preceding regular title. A PDI/DREAMWORKS Production CREDIT: Credit shall appear in the billing block portion of paid advertising issued or controlled by DWA in which any individual or entity (other than DWA as distributor and/or one or more of the three founding principals of DreamWorks) is accorded credit in such a billing block. Size of type equal to the average size of type used to accord credit to any such individual or entity. Credit shall appear in all paid ads in which the DW presentation credit appears subject to the exclusions set forth in the following "Exclusions" paragraph. EXCLUSIONS: Notwithstanding DWA’s standard exclusions and exceptions, PDI shall be entitled to receive the credit set forth above in the billing block portion, if any, of any so-called excluded advertising issued or controlled by DWA (other than congratulatory, nomination and/or award ads naming only the persons nominated or being congratulated or receiving the award, group, list, “teaser”, “directory”, narrative form or special ads [as defined in section 22.j.(5) of the Theatrical Schedule A to the WGA Basic Agreement], advertising not primarily related to "Shrek the Third", DWA’s institutional ads, special excepted ads as defined under Sections 8-203D, 8-203-F and 8-203G of the DGA Basic Agreement, ads announcing a personal appearance, and the audio portion of teasers, trailers, television and radio advertising) in which any other individual or entity (other than the principal cast members, composer[s], lyricists[s], vocalist[s] or one or more of the three founding principals of DreamWorks) is accorded credit in such excluded ads. Deleted: Second


“MADAGASCAR: ESCAPE 2 AFRICA" (title is clear) Artwork title: The DreamWorks ® logo with the "boy in the moon" line-art version should be directly above the artwork title. Audio: In all television and radio ads greater than ten (10) seconds in length and in all trailers (theatrical, internet, etc.), the visual presentation of the logo will carry voice-over reinforcement in a form substantially similar to "From DreamWorks, the makers of Shrek…", "DreamWorks Madagascar: Escape 2 Africa".

Music and Songs by HANS ZIMMER and will.i.am

CREDIT: Credit is final, per Sunny Park 9/11/08.

Written by ETAN COHEN and ERIC DARNELL & TOM McGRATH Credit is final as of August 21, 2008 per Alison Lima

Produced by MIREILLE SORIA MARK SWIFT MIRIEILLE SORIA: If any other non-cast member (excluding any credit accorded to the distributor, financier and/or one or more of the three founding principals of DreamWorks) is accorded credit in the billing block portion of paid ads issued or controlled by DWA in connection with the Picture, then Soria shall also be accorded credit in the billing block portion of such paid ads. In an average size of type not less than one hundred percent (100%) of the average size of type used to accord credit on screen to any other individual producer (excluding any credit accorded to a distributor, financier and/or one or more of the three founding principals of DreamWorks) in the billing block portion of such paid ad. Excluded Ads: If any other non-cast member (excluding any credit accorded to the distributor, financier and/or one or more of the three founding principals of DreamWorks) is accorded credit in the billing block portion of excluded ads issued or controlled by DWA in connection with the Picture, then Soria shall also be accorded credit in the billing block portion of such excluded ads. In an average size of type not less than one hundred percent (100%) of the average size of type used to accord credit on screen to any other individual producer (excluding any credit accorded to a distributor, financier and/or one or more of the three founding principals of DreamWorks) in the billing block portion of such excluded ad. Notwithstanding the foregoing, Soria shall not be entitled to receive credit in congratulatory, nomination and/or award ads naming only the person(s) nominated or being congratulated or receiving the award, ads announcing a personal appearance, and the audio portion of teasers, trailers, television and radio advertising. MARK SWIFT: If any director or producer (excluding any credit accorded to one or more of the three founding principals of DreamWorks) of the Picture is accorded credit in paid ads appearing in print issued or controlled by DWA (or its domestic distributor) in connection with the Picture, then Swift shall also be accorded credit as an individual Producer in such paid ads.

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Excluded Ads: Swift shall also be accorded credit in an excluded ad (other than congratulatory, nomination and/or award ads naming only the person(s) nominated or being congratulated or receiving the award; special ads; ads announcing a personal appearance; and the audio portion of teasers, trailers, television and radio advertising) in which any director or producer (excluding any credit accorded to one [1] or more of the three [3] founding principals of DreamWorks) of the Picture is accorded credit in such excluded ad. Directed by ERIC DARNELL TOM McGRATH ERIC DARNELL: If another Director or any other individual (other than the principal cast members, composer[s], lyricist[s], vocalist[s], author[s] of any book or other property upon which a screenplay for the Picture is based, the distributor, financier and individuals receiving presentation and/or production credits, or one or more of the three founding principals of DreamWorks) is accorded credit in paid ads (other than congratulatory, nomination and/or award ads naming only the person(s) nominated or being congratulated or receiving the award; special ads; and ads announcing a personal appearance) appearing in print issued or controlled by DWA, then Darnell shall also be accorded credit in such paid ads. Darnell's credit shall be in an average size of type not smaller than the average size (i.e., height, width and thickness) of type used to accord credit (on screen or in such paid ad, as applicable) to any other individual (other than the principal cast members, composer[s], lyricist[s], vocalist[s], the distributor, financier and presentation credits, or one or more of the three founding principals of DreamWorks). TOM McGRATH: In the billing block portion only, if any, of paid and/or excluded ads (other than congratulatory, nomination and/or award ads naming only the person(s) nominated or being congratulated or receiving the award; special ads; and ads announcing a personal appearance) issued or controlled by DWA in which any other individual (other than the principal cast members, composer[s], lyricist[s], vocalist[s], author[s] of any book or other property upon which a screenplay for the Picture is based, the distributor, financier and individuals receiving presentation and/or production credits, or one or more of the three founding principals of DreamWorks) is accorded credit in the billing block portion of such paid ad. McGrath’s credit shall be in an average size of type not smaller than the average size (i.e., height, width and thickness) of type used to accord credit (on screen or in such paid ad, as applicable) to any other individual (other than the principal cast members, composer[s], lyricist[s], vocalist[s], author[s] of any book or other property upon which a screenplay for a Picture is based, any other rights holder(s), the distributor, financier and presentation credits, or one or more of the three [3] founding principals of DreamWorks). Position. In relation to any other individuals who are receiving a “Directed by” credit, McGrath’s credit shall be in second position only to Eric Darnell; provided that McGrath’s on screen credit shall be side-by-side with Eric Darnell’s on screen credit, with the determination of which name is on the right and left to be made by DWA. Soundtrack Available on will.i.am music, inc. (logo) / INTERSCOPE RECORDS

(logo) CREDIT: Credit per Sunny Park 9/15/08.

MadagascarMovie.com Confirmed with Jason Alex

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DOLBY® DIGITAL in selected theatres (logo) CREDIT: Use proper logo in applicable paid ads. Size shall not be smaller than that accorded any other individual or institution receiving technical or sound credit.

DTS ® DIGITAL SOUND in selected theatres (logo)

SIZE: Same size as other sound logos. CREDIT: Accord credit where other sound logos appear.

SDDS SONY DYNAMIC DIGITAL SOUND ® in selected theatres (logo)

SIZE: Same size as other sound logos. CREDIT: Accord credit where other sound logos appear.

MADAGASCAR: ESCAPE 2 AFRICA ™ & © 2008 DREAMWORKS ANIMATION LLC. All Rights Reserved.

CREDIT: On all materials, including advertising, marketing and publicity.

DREAMWORKS ANIMATION SKG ™ and MOON BOY LOGOS

DREAMWORKS ANIMATION SKG ™ LOGO: In all paid ads and trailer/TV spot end cards, etc. Position in lower right-hand corner. MOON BOY LOGO: If the moon boy logo is not present above the artwork title in the immediate vicinity (e.g., in the artwork title on the one sheet), then the moon boy logo shall appear just to the left or just above the DWASKG logo (e.g. all ads, and trailer/TV spot end cards, etc.).

PDI ® (logo) CREDIT: PDI's logo shall appear in all paid ads issued or controlled by DW in which the PDI production credit appears and DWA's logo also appears. PDI's logo in paid ads shall be comparable in size to the DWA logo that appears in the billing block portion of such paid advertising.

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PARAMOUNT DISTRIBUTION CREDIT/INTEGRATED LOGO

CREDIT: Paramount’s customary distribution credit (with integrated logo) shall appear in advertising for the Picture in reasonable and customary size and position, including the following as indicated: (a) on one-sheets and other print advertising, in the left lower corner (provided that if PDI, Aardman or another production entity is entitled to logo credit, immediately to the right of such entity’s logo); (b) in teasers, trailers and TV spots of at least 30 seconds in length, on a full-screen clear field or separate card, with placement at DWA's sole discretion, provided it shall appear prior to any billing block card and/or information card**; and (c ) in teasers, trailers and TV spots less than 30 seconds in length, as part of the billing block or information card, in the left lower corner (provided that if PDI, Aardman or another production entity is entitled to logo credit, immediately to the right of such entity’s logo).

**Note: Per Anne Globe--Paramount Distributed by head logo will not appear on DWA TV spots (confirmed 1/23/08).

FOR HOME VIDEO: Paramount shall comply with DWA's credit requirements with respect to DWA Home Video Devices, and, in this regard, it is agreed that DWA shall receive credit in the form "DreamWorks Animation Home Video" or such other form as DWA designates from time-to-time on screen and in packaging and advertising and that DWA shall have the right to designate all other credits on the DWA Video Devices (and that Paramount shall not be entitled to receive any credit in connection with same).

This film is rated PG for some mild crude humor.

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VOICE ACTORS – CREDIT REQUIREMENTS

BEN STILLER (1ST POSITION) (ROLE: "ALEX") BILLING BLOCK CREDIT – PAID/EXCLUDED ADS: DWA shall have no obligation to accord credit to Stiller in any paid advertising; provided, however, if any other voice actor receives credit in the billing block portion (if any) of any paid advertising, including excluded ads (if any) (other than award, nomination or congratulatory ads naming only the individual[s] awarded, nominated or congratulated, ads announcing a personal appearance or so-called “quote ads” unless credit is given to any voice actor other than a voice actor cited in the quote) issued or controlled by DWA, then Stiller shall also be entitled to receive credit in the billing block portion (if any) of such paid advertising. In an average size (height, width and thickness) of type not less than one hundred percent (100%) of the average size of type used to accord credit to any other voice actor in said billing block. ARTWORK TITLE CREDIT: DWA shall have no obligation to accord credit to Stiller in, or in conjunction with, the artwork title of the Picture in any paid advertising. If DWA elects to accord Stiller credit in, or in conjunction with, the artwork title of the Picture in such paid advertising, then Stiller’s credit shall appear in, or in conjunction with, the artwork title of the Picture in such paid advertising only if at least one (1) other voice actor credit receives credit in, or in conjunction with, the artwork title of the Picture in such paid advertising (unless DWA obtains Stiller’s prior written consentIn an average size (height, width and thickness) of type not less than nor greater than one hundred percent (100%) of the average size of type used to accord credit to any other voice actor in, or in conjunction with, the artwork title of the Picture in such paid advertising. AUDIO PORTION: If any other voice actor receives credit in the audio portion of any teasers, trailers, television and radio advertising issued or controlled by DWA (other than award, nomination or congratulatory ads and ads announcing a personal appearance unless credit is given to a voice actor other than a voice actor making the specified personal appearance or to whom the award, nomination or congratulation relates to), then, at DWA’s sole election, Stiller either shall be entitled to receive credit in the audio portion of such teaser, trailer, television and/or radio advertising, in first position in relation to all other voice actor credits in the audio portion of such teaser, trailer, television and/or radio advertising; or, in the alternative, in an equal number of teasers, trailers, television and/or radio advertising issued or controlled by DWA, as applicable, as any other such voice actor receiving such credit. CHRIS ROCK (2ND POSITION) (ROLE: "MARTY") BILLING BLOCK CREDIT – PAID/EXCLUDED ADS: DWA shall have no obligation to accord credit to Rock in any paid advertising; provided, however, if any other voice actor receives credit in the billing block portion (if any) of any paid advertising, including excluded ads (if any) (other than award, nomination or congratulatory ads naming only the individual[s] awarded, nominated or congratulated, ads announcing a personal appearance naming only the person[s] appearing or so-called “quote ads”) issued or controlled by DWA, then Rock shall also be entitled to receive credit in the billing block portion (if any) of such paid advertising. In an average size (height, width and thickness) of type not less than one hundred percent (100%) of the average size of type used to accord credit to any other voice actor in said billing block. CREDIT ABOVE OR BEFORE THE REGULAR (NOT ARTWORK) TITLE: If any other principal voice actor receives credit above or before the regular (not artwork) title in such billing block, then Rock shall also receive credit above or before the regular (not artwork) title in such billing block. In an average size (height, width and thickness) of type not less than 100% of the average size of type of the credit accorded to any other principal voice actor above or before the regular (not artwork) title of such billing block.

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ARTWORK TITLE CREDIT: DWA shall have no obligation to accord credit to Rock in, or in conjunction with, the artwork title of the Picture in any paid advertising. If any other principal voice actor’s credit appears in, or in conjunction with, the artwork title of the Picture in any paid advertising issued or controlled by DWA, including excluded ads, if any (other than award, nomination or congratulatory ads naming only the individual[s] awarded, nominated or congratulated and ads announcing a personal appearance naming only the person[s] appearing, and/or so-called “quote ads”), Rock’s credit shall also appear in, or in conjunction with, the artwork title of the Picture, as applicable, in an average size (height, width and thickness) of type not less than 100% of the average size of type of the credit accorded to such other principal voice actor(s) receiving credit in, or in conjunction with, the artwork title of the Picture, as applicable. AUDIO PORTION: If any other voice actor receives credit in the audio portion of any teasers, trailers, television and radio advertising issued or controlled by DWA (other than award, nomination or congratulatory ads and ads announcing a personal appearance), then, at DWA’s sole election, Rock either shall be entitled to receive credit in the audio portion of such teaser, trailer, television and/or radio advertising; or, in the alternative, in an equal number of teasers, trailers, television and/or radio advertising issued or controlled by DWA, as applicable, as any other such voice actor receiving such credit. DAVID SCHWIMMER (3RD POSITION) – (ROLE: "MELMAN") BILLING BLOCK CREDIT – PAID/EXCLUDED ADS: DWA shall have no obligation to accord credit to Schwimmer in any paid advertising; provided, however, if any other voice actor receives credit in the billing block portion (if any) of any paid advertising, including excluded ads (if any) (other than award, nomination or congratulatory ads naming only the individual[s] awarded, nominated or congratulated, ads announcing a personal appearance, so-called “quote ads” and the audio portion of teasers, trailers, television and radio advertising) issued or controlled by DWA, then Schwimmer shall also be entitled to receive credit in the billing block portion (if any) of such paid advertising. In an average size (height, width and thickness) of type not less than one hundred percent (100%) of the average size of type used to accord the largest credit to any other principal voice actor in said billing block. CREDIT ABOVE OR BEFORE THE REGULAR (NOT ARTWORK) TITLE: If any other principal voice actor receives credit above or before the regular (not artwork) title in such billing block, then Schwimmer shall also receive credit above or before the regular (not artwork) title in such billing block. In an average size (height, width and thickness) of type not less than 100% of the average size of type of the largest credit accorded to any other principal voice actor above or before the regular (not artwork) title of such billing block. ARTWORK TITLE CREDIT: If any other principal voice actor’s credit appears in, or in conjunction with, the artwork title of the Picture in any paid advertising issued or controlled by DWA (and/or any company owned or controlled by DreamWorks Animation SKG, Inc.), including excluded ads, if any (other than award, nomination or congratulatory ads naming only the individual[s] awarded, nominated or congratulated and ads announcing a personal appearance naming only the person[s] appearing, so-called “quote ads” and the audio portion of teasers, trailers, television and radio advertising), Schwimmer’s credit shall also appear in, or in conjunction with, the artwork title of the Picture, as applicable. In an average size (height, width and thickness) of type not less than 100% of the average size of type of the largest credit accorded to such other principal voice actor(s) receiving credit in, or in conjunction with, the artwork title of the Picture, as applicable.

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JADA PINKETT SMITH (4th POSITION) (ROLE: "GLORIA") BILLING BLOCK CREDIT – PAID/EXCLUDED ADS: DWA shall have no obligation to accord credit to Pinkett Smith in any paid advertising; provided, however, if any Principal Voice Actor (i.e., Stiller, Rock, and/or Schwimmer) receives credit in the billing block portion (if any) of any paid advertising issued or controlled by DWA, including so-called excluded ads, if any (other than award, nomination or congratulatory ads naming only the individual[s] awarded, nominated or congratulated, ads announcing a personal appearance naming only the person[s] appearing, and/or so-called “quote ads” and the audio portion of teasers, trailers, television and radio advertising), then Pinkett Smith shall also be entitled to receive credit in the billing block portion (if any) of such paid advertising. In an average size (height, width and thickness) of type not less than nor greater than one hundred percent (100%) of the average size of type used to accord credit to any Principal Voice Actor in said billing block. CREDIT ABOVE OR BEFORE THE REGULAR (NOT ARTWORK) TITLE: If any Principal Voice Actor receives credit above or before the regular (not artwork) title in such billing block, then Pinkett Smith shall also receive credit above or before the regular (not artwork) title in such billing block, in an average size of type not less than nor greater than 100% of the average size (height, width and thickness) of type of the credit accorded to any Principal Voice Actor above or before the regular (not artwork) title of such billing block. ARTWORK TITLE CREDIT: If any Principal Voice Actor’s credit appears in, or in conjunction with, the artwork title of the Picture in any paid advertising issued or controlled by DWA (and/or any company owned or controlled by DreamWorks Animation SKG, Inc.), including excluded ads, if any (other than award, nomination or congratulatory ads naming only the individual[s] awarded, nominated or congratulated and ads announcing a personal appearance naming only the person[s] appearing, and/or so-called “quote ads”), Pinkett Smith’s credit shall also appear in, or in conjunction with, the artwork title of the Picture, as applicable, in an average size (height, width and thickness) of type not less than nor greater than 100% of the average size of type of the credit accorded to such other Principal Voice Actor(s) receiving credit in, or in conjunction with, the artwork title of the Picture, as applicable. If both an artwork title and a billing block are used in a paid ad, and if Pinkett Smith receives artwork title credit in such paid ad, then Pinkett Smith’s credit shall not also be required to be displayed in the billing block of such paid ad. SACHA BARON COHEN (5TH POSITION) (ROLE: "JULIEN") BILLING BLOCK CREDIT – PAID/EXCLUDED ADS: DWA shall have no obligation to accord credit to Baron Cohen in any paid advertising; provided, however, if any other voice actor receives credit in the billing block portion (if any) of any paid advertising issued or controlled by DWA, including so-called excluded ads, if any (other than award, nomination or congratulatory ads naming only the individual[s] awarded, nominated or congratulated, ads announcing a personal appearance or so-called “quote ads” and the audio portion of teasers, trailers, television and radio advertising), then Baron Cohen shall also be entitled to receive credit in the billing block portion (if any) of such paid advertising. In an average size (height, width and thickness) of type not less than one hundred percent (100%) of the average size of type of the credit accorded to any other voice actor and not greater than one hundred percent (100%) of the average size of type of the credit accorded to Stiller, Rock, Schwimmer and Pinkett Smith. Notwithstanding the foregoing, if one or more of Stiller, Rock, Schwimmer, and Pinkett Smith is/are not accorded credit in a paid ad (including so-called excluded ads), then Baron Cohen shall not be accorded credit in such paid ad.

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ARTWORK TITLE CREDIT: DWA shall have no obligation to accord credit to Baron Cohen in, or in conjunction with, the artwork title of the Picture in any paid advertising. If credit for four (4) other principal voice actors appears in, or in conjunction with, the artwork title of the Picture in any paid advertising issued or controlled by DWA, including excluded ads, if any (other than award, nomination or congratulatory ads naming only the individual[s] awarded, nominated or congratulated and ads announcing a personal appearance naming only the person[s] appearing, and/or so-called “quote ads” and the audio portion of teasers, trailers, television and radio advertising), Baron Cohen’s credit shall also appear in, or in conjunction with, the artwork title of the Picture, as applicable. In an average size (height, width and thickness) of type not less than nor greater than 100% of the average size of type of the credit accorded to such other principal voice actor(s) receiving credit in, or in conjunction with, the artwork title of the Picture, as applicable, and in fifth position in relation to all other voice actor credits appearing in or in conjunction with, the artwork title of the Picture in such paid advertising. Notwithstanding the foregoing, if one or more of Stiller, Rock, Schwimmer, and Pinkett Smith is/are not accorded credit in the artwork title of a paid ad (including so-called excluded ads), then Baron Cohen shall not be accorded credit in the artwork title of such paid ad. CEDRIC KYLES AKA CEDRIC THE ENTERTAINER (ROLE: "MAURICE") NOTE: CREDIT AS CEDRIC THE ENTERTAINER (NOT CEDRIC KYLES) BILLING BLOCK CREDIT – PAID/EXCLUDED ADS: DWA shall have no obligation to accord credit to Cedric The Entertainer in any paid advertising; provided, however, if any other voice actor (other than Stiller, Rock, Schwimmer and/or Pinkett Smith) receives credit in the billing block portion (if any) of any paid advertising issued or controlled by DWA, including so-called excluded ads, if any (other than award, nomination or congratulatory ads naming only the individual[s] awarded, nominated or congratulated, ads announcing a personal appearance or so-called “quote ads” and the audio portion of teasers, trailers, television and radio advertising), then Cedric The Entertainer shall also be entitled to receive credit in the billing block portion (if any) of such paid advertising. BERNIE MAC (ROLE: "ZUBA") BILLING BLOCK CREDIT – PAID/EXCLUDED ADS: DWA shall have no obligation to accord credit to Mac in any paid advertising; provided, however, if any other voice actor (other than Stiller, Rock, Schwimmer, Pinkett Smith, Baron Cohen, Cedric The Entertainer, and/or Richter) receives credit in the billing block portion (if any) of any paid advertising issued or controlled by DWA, including so-called excluded ads, if any (other than award, nomination or congratulatory ads naming only the individual[s] awarded, nominated or congratulated, ads announcing a personal appearance or so-called “quote ads” and the audio portion of teasers, trailers, television and radio advertising), then Mac shall also be entitled to receive credit in the billing block portion (if any) of such paid or excluded advertising. In an average size (height, width and thickness) of type not less than one hundred percent (100%) of the average size of type of the credit accorded to any other voice actor (other than Stiller, Rock, Schwimmer, Pinkett Smith, Baron Cohen, Cedric The Entertainer, and/or Richter).

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ALEC BALDWIN (ROLE: "MAKUNGA") BILLING BLOCK CREDIT – PAID/EXCLUDED ADS: DWA shall have no obligation to accord credit to Baldwin in any paid advertising; provided, however, if any other Supporting Voice Actor (i.e., all other voice actors except Stiller, Rock, Schwimmer, Pinkett Smith and Baron Cohen) receives credit in the billing block portion (if any) of any paid advertising issued or controlled by DWA, including so-called excluded ads, if any (other than award, nomination or congratulatory ads naming only the individual[s] awarded, nominated or congratulated, ads announcing a personal appearance, so-called “quote ads”, and the audio portion of teasers, trailers, television and radio advertising), then Baldwin shall also be entitled to receive credit in the billing block portion (if any) of such paid advertising (for purposes of clarification, Baldwin shall not be entitled to receive credit in any paid ad that does not have a billing block or in which no other Supporting Voice Actor receives credit). WILLIAM ADAMS AKA will.i.am (ROLE: "MOTO MOTO") NOTE: CREDIT AS will.i.am (NOT WILLIAM ADAMS) BILLING BLOCK CREDIT – PAID/EXCLUDED ADS: DWA shall have no obligation to accord credit to will.i.am in any paid advertising; provided, however, if any other Supporting Voice Actor (as determined by DWA [e.g., Mac, but not Stiller, Rock, Schwimmer, Pinkett Smith, Baron Cohen, and Richter]) receives credit in the billing block portion (if any) of any paid advertising issued or controlled by DWA, including so-called excluded ads, if any (other than award, nomination or congratulatory ads naming only the individual[s] awarded, nominated or congratulated, ads announcing a personal appearance, so-called “quote ads”, and the audio portion of teasers, trailers, television and radio advertising), then will.i.am shall also be entitled to receive credit in the billing block portion (if any) of such paid advertising (for purposes of clarification, will.i.am shall not be entitled to receive credit in any paid ad that does not have a billing block or in which no other Supporting Voice Actor receives credit).

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DREAMWORKS ANIMATION STANDARD EXCLUSIONS

Any obligation to accord Artist credit in advertisements shall apply only to paid advertisements issued by DWA or under its direct control relating primarily to the Picture and shall in no event apply to: • so-called “teaser” and “special” advertising, publicity and/or exploitation relating to the Picture or screenplay upon which the Picture is based, any members of the cast the author(s), director(s), DWA(s) or similar matters; • so-called “trailers” or other advertising (including promotional films), on the screen or by radio or television; • institutional, group or list advertising; • other advertising not relating primarily to the Picture; • narrative form; • credits on the screen at the end of the Picture; • newspaper or other periodical advertisements of four (4) inches in height or less; • by-products, record album jackets and similar packaging, merchandising productions of commercial tie-ups; • advertising of such nature that Artist has not granted consent to the use of Artist’s name in connection therewith; • so-called “Award Ads” (including consideration, nominations or congratulations for an award).

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IMAX – PAID ADVERTISING CREDIT REQUIREMENTS

LOGO AND TAGLINE The IMAX logo and/or, when applicable, “Tagline” for each Picture will be visually incorporated, and where applicable audibly incorporated. 2D: The parties shall mutually determine the Tagline, provided that in the event of disagreement, the Tagline shall be: "In IMAX" or "In Theaters and IMAX" as PPC determines in its sole discretion into select elements of PPC marketing campaign for the Film. For films released in 2D and 3D or in 3D only: The parties shall mutually determine the Tagline, provided that in the event of disagreement, the Tagline shall reference "IMAX" or "IMAX 3D," and further provided that "IMAX" or "IMAX 3D", as applicable, shall appear first among 3D and digital providers mentioned, or shall appear last, preceded with an "and" e.g., "and IMAX" or "and IMAX 3D". General Requirements: The reference to "IMAX" in the Tagline shall be in the IMAX typeface pursuant to the specifications provided by IMAX and shall be in a font size mutually determined by the parties; provided, however, that in the event of a disagreement with respect to color, font size, or any other matter other than styles of typeface, PPC's decision shall control and be final and binding. The position and all other characteristics of the IMAX logo and Tagline shall be determined by PPC in its sole discretion. Notwithstanding the foregoing, the reference to "IMAX" in the Tagline shall be substantially equal in size to any other 3D or digital reference in the Tagline, taking into account the difficulties of size parity given typeface and style differences.

Minimum Advertising Requirements for

Domestic Territory

2D

3D

TELEVISION PPC shall place the visual and audio Tagline in all national, cable and spot TV ads; provided, however that PPC shall be entitled to exclude the visual and/or audio Tagline wherever PPC determines in its sole discretion that such form(s) of the Tagline interfere(s) creatively with the ad, or time or space does not permit inclusion.

PPC shall place the visual Tagline in all national advertising and local/spot ads in IMAX markets; provided however, that PPC shall be entitled to exclude the visual Tagline wherever PPC determines in its sole discretion that such form of the Tagline interferes creatively with the ad or space does not permit inclusion. In addition, not less than one (1) thirty second (:30) national TV ad which PPC shall commission for placement with broadcasters in general rotation, shall include an audio as well as visual Tagline; provided, however, (i) IMAX acknowledges that PPC does not control the broadcasters' airing of TV ads; (ii) PPC makes no guarantee on how often such ad will be aired. The parties acknowledge that as marketing decisions are made for each 3D Film, the parties will discuss in good faith an audio-tagging plan that exceeds the minimum requirement.

NEWSPAPER All newspaper ads placed in IMAX markets for the 35mm campaign shall include the Tagline; the manner of incorporation of the Tagline shall be determined in PPC's sole discretion.

IMAX shall be incorporated in some way as a consumer call to action in newspaper advertising placed in IMAX markets for the 35mm campaign; the manner of incorporation of IMAX shall be determined in PPC’s sole discretion, but (i) inclusion of a bug IMAX logo in the credit block shall not fulfill the (and shall not be required), and (ii) PPC shall not be obligated to include the Tagline in order to fulfill the obligation.

OUTDOOR The outdoor campaigns in select markets may include reference to IMAX in PPC’s sole discretion; target markets requested by IMAX are Los Angeles, New York, Chicago and Toronto. The manner of any inclusion of IMAX shall be determined by PPC in its sole discretion.

The outdoor campaigns in select markets may include reference to IMAX in PPC’s sole discretion; target markets requested by IMAX are Los Angeles, New York, Chicago and Toronto. The manner of any inclusion of IMAX shall be determined by PPC in its sole discretion.

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IMAX – PAID ADVERTISING CREDIT REQUIREMENTS (CONTINUED)

Minimum Advertising Requirements for

Domestic Territory

2D

3D

IMAX THEATRE MATERIALS

PPC shall create and provide a dedicated IMAX poster plus supporting IMAX-specific in-theatre materials such as banners and standee posters (“IMAX Theatre Materials”), all of which shall include the IMAX Tagline. At PPC/DWA’s option, IMAX marketing shall provide a marketing plan and budget for IMAX Theatre Materials, and execute same, subject to PPC/DWA’s review and approval.

PPC shall create and provide a dedicated IMAX poster plus supporting IMAX-specific in-theatre materials such as banners and standee posters (“IMAX Theatre Materials”), all of which shall include the IMAX Tagline. At PPC/DWA’s option, IMAX marketing shall provide a marketing plan and budget for IMAX Theatre Materials, and execute same, subject to PPC/DWA’s review and approval.

TRAILERS 35mm. In IMAX markets, PPC shall offer one (1) trailer, which shall include the visual Tagline (“IMAX Tagged Trailer”), to local IMAX friendly 35mm theatres (i.e. 35mm theatres under the same circuit as the local IMAX theatre and which customarily receive IMAX tagged trailers). In addition, for those theatres and circuits that commit to showing the IMAX Tagged Trailer, PPC shall endeavor to make a print of the trailer available. For clarity, each 35mm exhibitor shall make its own determination regarding play of the IMAX Tagged Trailer. In addition, IMAX marketing shall be available to assist with or provide fulfillment services for placing the IMAX Tagged Trailer if and when requested by PPC exhibitor relations, which such assistance shall be used or not used in PPC’s sole discretion. 15/70. PPC shall create and provide one (1) trailer for conversion into 15/70 IMAX format (which conversion shall be performed by IMAX at its sole cost as set forth in paragraph 9(b) “Conversion” below), for exhibition in IMAX theatres. The IMAX trailer shall visually include the IMAX tagline in the final card, and will include an audio tag in PPC’s sole discretion.

35mm. In IMAX markets, PPC shall offer one (1) trailer, which shall include the visual Tagline (“IMAX Tagged Trailer”), to local IMAX friendly 35mm theatres (i.e. 35mm theatres under the same circuit as the local IMAX theatre and which customarily receive IMAX tagged trailers). In addition, for those theatres and circuits that commit to showing the IMAX Tagged Trailer, PPC shall endeavor to make a print of the trailer available. For clarity, each 35mm exhibitor shall make its own determination regarding play of the IMAX Tagged Trailer. In addition, IMAX marketing shall be available to assist with or provide fulfillment services for placing the IMAX Tagged Trailer if and when requested by PPC exhibitor relations, which such assistance shall be used or not used in PPC’s sole discretion. 15/70. PPC shall create and provide one (1) trailer for conversion into 15/70 IMAX format (which conversion shall be performed by IMAX at its sole cost as set forth in paragraph 9(b) “Conversion” below), for exhibition in IMAX theatres. The IMAX trailer shall visually include the IMAX tagline in the final card, and will include an audio tag in PPC’s sole discretion.

INTERNET Subject to applicable third party approvals and PPC’s reasonable discretion, PPC will visually feature the IMAX Tagline on each Film’s website in internet marketing campaigns, (including, without limitation, all internet sites, ad buys, and cooperative sites such as myspace, friendster, etc.), PPC email blasts, and by linking each Film’s website to IMAX.com; provided, PPC may omit tagging where creative issues or space issues preclude tagging. Notwithstanding the foregoing PPC shall create an IMAX-specific web campaign, supported by IMAX-specific web materials, including banners, specific advertising on key websites targeted for each Picture. IMAX shall promote the Picture on IMAX.com, subject to PPC’s review and approval.

Subject to applicable third party approvals and PPC’s reasonable discretion, PPC will visually feature the IMAX Tagline on each Film’s website in internet marketing campaigns, (including, without limitation, all internet sites, ad buys, and cooperative sites such as myspace, friendster, etc.), PPC email blasts, and by linking each Film’s website to IMAX.com; provided, PPC may omit tagging where creative issues or space issues preclude tagging. Notwithstanding the foregoing PPC shall create an IMAX-specific web campaign, supported by IMAX-specific web materials, including banners, specific advertising on key websites targeted for each Picture. IMAX shall promote the Picture on IMAX.com, subject to PPC’s review and approval.

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