SONY PICTURES ENTERTAINMENT INC.

SCHEDULE 2 (SOW# SPE.2014.02)

SCHEDULE 2 (SOW # SPE.2014.02), to the Agreement dated January 20, 2014, by and between Sony Pictures Entet1ainment Inc. (the "Licensee") and Riversand Technologies, Inc. ("Licensor").

I. SERVICES:

Professional Services as described in Exhibit A, Schedule I B, SOW SPE.20 14.02

2. TERM:

From June 23, 2014 until June 22, 2015 or until earlier termination pursuant to Section II of the Agreement, whichever is first.

3. COMPENSATION:

a. Licensor will be compensated at a blend rate of $145.00 per hour for services defined in SOW SPE.20 14.02.

b. Expenses: Prior written approval by the Licensee is required. c. Overtime compensation will not be applicable. d. Other Compensation: not applicable. c. Estimated Costs: $598,850.00 billed monthly on a Time and Materials Basis

4. MANAGER:

Project Manager: Melanie Hildebrandt

5. PERSONNEL:

Licensor employees:

Name: Kai Dupe, MCT, Technical Trainer Name: Harpal Singh I Project Lead Name: Steven Morris I Technical Lead

Licensor Third Parties: N/ A

Rev 7-13

AGREED AND ACCEPTED this 161h day of July, 2014:

RIVERSAND TECHNOLOIGES, INC. SONY PICTURES ENTERTAINMENT INC.

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Understnnding Project Background Delivery Approach Phased Approach Roles & Responsibilities Scope I Out of Scope Schedule Price Change Control Key Assumptions Risks Liccnso1· Contacts SOW Approval

Understanding

EXHIBIT A, SCHEDULE 1B SOW SPE.2014.02

This Statement of Work (SOW) is for Riversand Technologies, Inc.'s (hereinafter referred to as "Licensor") professional Services to conduct a blueprinting exercise and implementation for replacing the current GPMS 2.5 system with a new Licensor Master Data Management Center (MDMCenter) implementation as a part of the overall scope of GPMS 3.0. This will be towards an on- premise solution for Sony Pictures Entertainment Inc. (hereinafter referred to as "Licensee"). ·

Project Background

A critical function within the Licensee is the management anti publication of«product" or intellectual property/title identifiers and related metadata. The Licensee has established the Aggregated Metadata Management & Operations group (AMMO) that acts as global data stewards of the Licensee's product information.

AMMO utilizes the Global Product Management System (GPMS) to support its effort of maintaining Licensee product data. GPMS is one of the most successful system solutions developed within the Licensee. GPMS is the Licensee-custom built Java application.

GPMS integrates with over 70 Licensee systems and serves countless individuals and organizations, providing reliable Title and associated metadata. GPMS has been in production since 1998, so it• technology is generally between 7-12 years old and is falling behind in its ability to flex and grow with the Licensee. Overall scope of this project is to replace the current GPMS with Licensor MDMCenter and to add some more business requirements and to integrate with an operational data store (ODS) and other systems.

Phased Approach Licensee plans to execute the overall initiative in a phased manner. Here is our understanding of the various phases:

Phase I: GPMS 3.0 (MUM Project) initial workshop Objective was to go over the high level business requirements and finalize the traceability and mappings to Riversand MDMCenter.

Phase 2: Gl'MS 3.0 (MOM Project) Requirements and Design phase (also called "Blueprint" phase) The key objective of this phase is for the Licensee's Business Analysts to document the business requirements in detail, including the business process changes desired. It is assumed that the documentation will be completed by the end of the first month of the project, allowing Licensor's team to spend the remaining duration mapping these into MDMCenter functional and technical designs.

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Licensor's team will map these detailed requirements into functional and technical designs for MDMCenter. Licensor will also Implement quick prototypes to help illustrate the options.

This phase also has the Licensee Architecture team firming up the GPMS 3.0 architecture- including decisions on the breakdown of functionality across the different components like the ESB, ODS, TIP, Interfaces etc. These decisions will directly impact the Licensor delivcrables for this phase, and any delays will impact the effort from Licensor.

Phase 3: GPMS 3.0 Implementation Phase Objective is to implement (configure/develop) the system(s) based on the signed off functional and technical designs from the above phase 2.

This SOW contains the scope, time line, price etc. for Phase 2 i.e. Requirements and Design (Biucprintlng) phase and Phase 3 i.e. implement the MDMCenter.

The following section outlines our current understanding of the scope of work involved and may change based on what is discussed and jointly agreed to during the project planning phase.

Delivery Approach

The overall project will be delivered as per the Licensor agile project delivery methodology which is detailed below using the phased approach:

Project Preparation and Kick Off: This involves transition from sales, confirming project vtston, preparing for both internal and Licensee kick- off. An initial high project plan is also developed in this phase.

Key Deliverables: Project Charter, Project Scope, Project Budget Tracking Tool, High Level project plan.

Project Team Training: Based on roles, Licensor will indicate the appropriate training for project team members to attend prior to the analysis and design. This will provide a solid understanding lo core project team prior to beginning the Analysis& Design phase of the project. This training is can either be conducted at the Licensor training locations or at the Licensee site.

Key Dclivcrables: 3 days functional "101" training conducted just before the functional design phase starts. The training would be conducted in Culver City, CA.).

Business Analysis: In this on site phase, project team will understands the current practices and processes. Project team reviews the existing current business process documents. Key deliverable is business requirements document (BRD), containing information for as~is current business processes. This is first internally reviewed and approved by Licensor solution council and then submitted to the Licensee for final review and sign off.

Key Delivcrables: Business Requirements Document (BRD)

Detailed Design: In this on site phase, detailed design workshops will be conducted to design the to-be business processes and gather the functional design details for various Components of the solution, especially in the context of to-be business processes. First the workshop preparation is done and appropriate base prototype is chosen/developed in consultation with the Licensor Solution Council. First step of the on-site workshop is the demo of this base prototype. In cases where a proof of concept (POC) project precedes the full deployment project, POC solution is the basis of the design workshop and is used in place of the prototype mentioned earlier .Number of design workshops will be based on the specific project needs, but typically includes workshops for Data Model, Workflows, Business Rules, Integrations, Data migration and Reports/Reporting Database Views. Functional design documents (FDD) is drafted. FDD is reviewed with Licensor Solution Council to ensure that the Licensee's solution will be implemented utilizing a best in class approach. Functional designs are then reviewed with the Licensee in order to gain final sign off. Technical design documents (TDD) arc written and reviewed/approved with

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Licensor Technical Council .In this phase project scope, project budget and project plan is finalized as all the necessary details are available.

Key Deliverables: Functional design document (FDD) for Workflow, Business Rules, Integrations, Conversion, Repot1s (if any), Data Model Definition, Business test scenarios, Technical design documents (TDD) for workflow, Business Rules, Integrations, Conversions, Reports (if any)

Build: In this phase system is configured/customized and developed as per the Licensee requirements and as per the design details, using agile methodology. Licensor's Technical Delivery Team will first perform the sprint release planning, setup the TFS, do hardware sizing. Technical delivery tearn is also given the knowledge transition. Solution is configured and developed in an agile fashion, with various releases/sprints focused around MDM, Vendor Portal etc. There are regular build/deploy activities to Licensor and Licensee environments. Regular internal and Licensee demos are also performed. At specific milestones builds are deployed to Licensee environments. A development complete solution build will be deployed into the appropriate QA environment. For any design or product related issues/guidance project team approaches Licensor solution council. Most of the technical implementation activities in this phase are performed off site/offshore, though there are some onsile activities. Client will perform testing of each build delivered to client Test environment. This can include end to end testing. Key Deliverables: Regular Dev Build, Final Production Build (End Stale Solution), Prioritized Testing Bugs, Updated Design Documents (FDD, TDD, Data Model Definition, etc.) to coincide with changes during sprints.

Quality Assurance & System Integrations Testing: Licensor's QA team will perform a functional test of the overall MDM solution. Licensee is responsible for developing the user acceptance test scenarios and test scripts. Licensor QA team takes the Licensee provided test scripts including test outcome and also develops the test plan and additional test cases necessary to uncover requirement, design, configuration, coding, or interface errors in the solution. Licensor QA team can also recommend/suggest common business test scenarios to client for their specific implementation. The Licensor QA team will also execute the test cases and document issues in an issue tracking tool for resolution by the Licensor implementation team. The final deliverable will be a UAT ready MDM solution build.

Key Deliverables: Test Approach, Test Plan, Test Cases, Test Scripts, QA certified builds

Deployment, Training, UAT: UAT ready MDM solution build will be deployed into an appropriate pre­production environment to enable user training and acceptance testing. Licensor resources will conduct end user training (using the train the trainer approach) and IT admin training. This will help end users or trainers in prepar;ttion for !JAT. Finally, the core project team members and end users will test the MDM solution end to end and certify that the MDM solution meets their requirements. If the decision is to go· .live, the final deliverables include a production ready solution build, a detailed cutover plan, and a list of medium & low priority issues.

Key Dcllvcrables: End user training material, Training feedback, production ready solution build detailed cutover plan, Prioritized issues list

Data Migrations: In this phase data migration approach and plan is discussed. Detailed discussion related to source systems, data cleansing, data cleansing environment, data migration development etc. is conducted. Data cleansing (pre system load) and Data cleansing (post system load) is performed. Typically 3 cycles of data migration is conducted during the implementation phase of the project. These data conversion cycles are in paraJiel with the build phase. Go Live cut over activities and plan is also discussed and finalized.

Key Delivembles: Data migration approach and plan, Migrated Data

Cut Over and Go live: After a successful UAT (client approves the UAT with no critical (no PI/P2 issues pending), the cut over activities will commence. Deployment to prOduction. a full (final) data conversion, and other cutover activities will happen during this phase. Final set of data is loaded into the MDM solution's staging tables for conversion. Training and instructions will be provided to the Licensee team should Licensee decide to do further data migration afier the project is ended lrom Licensor standpoint.

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Key Deliverables: Live Production System

Post Production Support: The core project team including Licensor implementation resources will be on standby to support end users and will engage in user training and issues fixes as needed. Licensor implementation resources will also conduct a transition to the Licensor support team, which will start supporting the MOM solution at the end of this phase.

Key Delivcrables: Support transition packet and sign off, Prioritized issues list

Extended Dedicated Post Go Live Support: If Licensee chooses to pay for an extended dedicated support phase, the Licensor implementation team members will continue to provide support for the MDM solution during this phase. In this scenario, Licensor resources will conduct the hand off to Licensor support at the end oflhis phase.

Key Deliverables: Support transition packet and sign off, Resolved Issues

Quality Control: Quality Control Reviews will occur approximately every 4-5 weeks during the project. QC Reviews are performed by deeply experienced Licensor resources and offer a project independent review of the state of the project from a global view that includes Licensor, Licensee, and other third party participants in the project. Each review is typically a day and half and includes an executive briefing to our clients. .

Key Deliverablcs: Project Executive Summary

Roles & Responsibilities

Section below explains the roles and responsibilities of various personnel involved in this project:

. ilit~fi~~fl{i.,~s <· .•• § •· ·•·.· .. Licensor Responsibilities

Technical Lead Participates in the technical design and build phases

Coordinates the work with Licensor at offshore

Ramp up offshore team on Project requirements

Work with Offshore Technical Delivery Manager to prioritize activities from a project standpoint

Create technical designs

Study of the existing architecture and coming up with the overall architecture for the complete MOM program

\Vorks with Licensor Technical Council to come up with the Integration architecture

Project Lead Gather Licensee Requirements Plan, prepare and conduct meetings and workshops on requirements and design

Program Manages the Project including project planning, scheduling, approvals from Licensee

Conduct functional review and sign-off sessions

Create the functional desiRns

Provide prioritization of work focus

Functional Desion walk through with technical teams

Participate in key design reviews and key solution discussions Participate in the review and sign-off sessions (update based on feedback from reviews)

Participates in the Project Requirement and HLD phases

Rev 7·13 6

-~-

Llc~~~~li~R.~l:CS ··• ·:· ·. ?;. Licensor Responsibilities

Identify risks & mitigation

Manages the Licensee relationship

Escalates relational risks to relationship driver

Coordinating design and development work with offshore Support System Testing, Integration Testing, implementation and warranty activities

Bring in best practices for implementing Enterprise MOM

Working on the data model for the program

\York with Licensor to ensure resolution of various issues or clarifications pertaining to the applications

QA Lend Test Plan, Test Case development

System Testing, Regression Testing, Client testing support

Tech Delivery Build activities

Bug fixes

Configuration Management

Configuration management

Build Review and Unit Test

Issue resolutions

Technical Delivery Manager Provide prioritization of work focus at offshore

Streamlines offshore delivery processes

Ensure enablement of capabilities- technological and operational

Program Manages the Project including project planning, scheduling, approvals at offshore

Release Manaeemcnt Provides the software install files, license keys

Install the base software and necessary pre-requisites

Setup the project TFS and build tool

Tralneo· Provides training related to Rivcrsand MOM Center implementation

Develop client specific training material and conduct end use training Provide solution support across Licensee that are in compliance v-:ith

Support support agreements (SLA's) Work with engineering teams to resolve Licensee issues that have not been solved through problem replication or known solutions Track for failure trends and provide feedback to engineering for product enhancements Track metrics relating to SLA, product performance and recommend changes to engineering Host meetings with Intemal teams as required to keep all stake holders informed of high profile I impact Licensee issues as recorded in the issue management system Analyse and document Licensee change requests and determine the level of effort in designing and developing a solution within the time and cost constraints of n project

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f,;c~rts/Jt,R:ll!cs•·.·· ·.· ·'· Licensor Responsibilities

Project Manager Responsible for managing the overall MDM/PIM initiative. Responsible for overall integrated project plan for the MDM/PIM initiative Coordinates with all the vendors/parties involved in the MDM/PIM initiative

Single POC for all queries/needs for Licensor

Responsible for keeping RS project team of project level decisions and other organizational communications

Works with RS project lead for the overall success of the project

Functional SME's Provide the functional expertise in the area of vendor data management

Participates in the business analysis and functional design sessions Provide clarity around the business processes and other functional questions Responsible for documenting business test scenarios for solution acceptance Provide approval of business requirements definition and functional designs

Play key role in organizational change management aspects, including training and communications

Responsible for understanding business requirements and functional QA designs and documenting test cases and test scripts -

Responsible for executing test cases and test scripts during integration testing, functionaltestino , performance testing and build testing

Shares the test cases and test scripts with RS project team Responsible for logging the test issues and bugs in centralized bug tracking tool

Responsible for designing the integration connector( adaptor) for various lntenration Lead ERP and peripheral systems

Responsible for providing the inputs for integration test cases to QA

Provides approval on the integration designs Lead the development of integration components and overall integration delivery

Infrastructure Lead Responsible for providing the necessary hardware for solution

Responsible for the installation of necessary pre requisites hardware software components

Coordinates with RS release management in the installation and deployment of RS sofiware components

Trainerillocumentation Develop client specific training material

Develops Desktop Procedures and desktop guides

Conducts internal training

Scope

This section explains the project specific scope of work in detail, based on the scope discovery sessions and Phase I Initial Workshop. This section explains Licensor scope of work. Project scope may include other scope elements.

Rev 7·13 8

D~ta

Rev 7-13

on Licensee Infrastructure One domain i.e. Product and I Ul locale: US English for phase I. MAM module also needs to be installed. Tota14 environments i.e. Dev, Test, UAT, Production. Licensor team will help install one environment. Rest of the environments will be setup by Licensee IT team with

from

I) New Product Introduction (NPJ) 2) Product Change Approval · 3) Two additional workfiows

I Domain i.e. Product. up the DMD excel, this is for loading and support ofthe model and QA. Licensee to fill the data model definition (DMD) excel with guidance from Licensor.

and outbound and no custom formatters. Licensee ESB layer will transform from RSXMLIRSEXCEL to end system formats and vice versa. 3 inbounds: Bulk Excel, LOB system, ETL daily load 3 Outbound : one to ESB, assumed 2 additional export profiles

configuration with fuzzy search

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Out of Scope

Approx. Out of the box validations by PIM with decisions made by Licensee users. All pre load and post load cleansing to be done by Licensee. Licensee IT will extract from the source and load data into Licensor Staging tables. Assumed 4 rounds of data conversion

(3 before go live and one final

Credits for training programs offered via Licensor Educational Services. Bach Training Credit~ I Day of training. Training Credits may be applied towards the Base Product Training and the Implementation

Organizational design and organizational change management Overall Program Management (outside of the MDMCenter implementation) Message format conversion for end systems

Schedule

The screenshot below depicts the project's timelines. Overall duration is approximately 9 months, including the post production support of2 weeks.

A final project plan and project baseline will be established during this blueprinting phase in collaboration with the Licensor and Licensee project managers.

Expected project start date is 2 weeks upon this SOW signing.

Price

The total cost of implementing Project is $598,850 USD. Onsite work location is assumed to be Culver City, CA (LA area airports).

Table below depicts the resource allocation and related costs. Time and Materials (T& M) model will be used.

Rev 7-13 10

& ·: .. · > •· Monl~r ...•.• : .•. • i ·" ·

gr~ ~;\; ~,·,~ •• ';·.; ,;,;:;tp;; •.;;r; 1 2 3 4 5 6 7 8 9 Hours/ Total

rt\~ :·?1. .. " ;· • · "· . credits

Trainer (Base Product Tralnlnl!) 25 25

Pcoiect lead (PMtSolutlon & Product Expert) 120 160 120 80 80 80 80 80 40 840

Tech lead so 160 120 110 120 80 80 80 840

Technical Deliverv 320 320 320 320 320 120 so 1800 QA 100 100 100 100 80 40 520 $ 598,850.00

Trainer lmolementation Soecific 40 10 60

Qoalitv Control 10 10 10 10 10 10 10 70

oesl~n CounciiiPIMl 200 330 670 630 670 610 570 330 120 4,130

Travel Expenses

Change Control

Changes in scope may impact the project schedule and cost required to deliver the PIM solution. The change control process should help the project team systematically follow the steps for evaluation and approval of project changes. each when applicable to the project, in an integrated manner so that project baselines, from perfonnance, cost, schedule, budget, and contract management perspectives, remain aligned. All changes to this SOW shall be subject to the Change Control process,

Key Assumptions

l. Licensee IT team will convert the data formats for both inbound and outbound integrations to Licensor RSXML or RSEXCEL formats.

Rev 7-tJ II

2. During the design stage of the project, Licensee & Licensor PMs will jointly develop a detailed project plan that renects the actual milestones, deadlines, and deliverables to be produced. The final project timeline may be shorter or longer depending on the scope mutually agreed upon and may impact the cost estimates provided.

3. Licensor Project Lead and Technical lead will be on-site at Licensee during certain times of the project phases, including but not limited to:

Project kick off Business Analysis Design Workshops Design Approvals Key Licensee demos UAT Go Live

4. The Licensee Project Manager may have other/broader project responsibilities related to touch points between the MOM solution and other systems within Licensee.

5. Licensee will undertake any business change management responsibilities for any business process changes that may result from the MDM rollout. ·

6. The actual number of Licensee resources to be assigned to the project will be finalized with the Licensee PM during the Planning stage of the project; and can be, at Licensee discretion, above what is absolutely needed for completion of tasks in order to ensure more knowledge transfer. Actual hours and staffing of Licensee resources should be managed by Licensee for utilization within the following areas; review/acceptance of Business Requirements Document (BRD), test cases, System Integration Tests (SIT), System Demos, training exercises, deployment/patching exercises, and User Acceptance Testing (UAT)

7. Licensor Project Lead, Technical lead and Trainer will be on~site at Licensee as needed on T&E basis during the project- the final travel schedule will be developed in conjunction with the Licensee PM.

8. Licensee will provide Licensor with an integrated test environments (connected to all systems which the Licensor MDMCenter system will integrate with prior to the beginning of the end to end testing phase.

9. Licensee resources will lead and develop the creation of the necessary acceptance test scenarios, test cases and test scripts. The resources will start identifying and documenting these during the requirements phase. These test cases will be used by Licensor to certify the solution for final acceptance. These test cases will also be used by the users during User Acceptance Testing.

10. It is assumed that Licensee will write business test scenarios, test cases and test scripts. This will be used to perfonu the acceptance of the system. Licensee will also share these testing deliverables with Liceusor QA.

II. Final solution acceptance will be done based on the test scenarios and test scripts written by Licensee 12. Licensee will provide sample data to Licensor during the development phase of the project. This will be

used by Licensor to test the solution builds during development. Licensor will need the sample data covering each business requirements. This sample data volume can be in the range of 50-200 records per business requiremen~s.

13. There are no regional requirements and design workshops. There will be only one workshop location i.e. no regional workshops. Requirements and Design Workshop based out of Culver City, CA.

14. Overall program management will be done by Licensee project manager 15. Requirements and Design documents will be approved and signed off by all relevant stakeholders before

the end of the Analysis and Design phase. 16. Phase 3 project (Implementation project) will start after the requirements and design deliverables approval

and sign off by all relevant stakeholders 17. Licensee will provide necessary hardware and infrastructure for the installation and configuration of

prototype histance of MDMCenter in one pre·prod environment. This pre·requisite has to be completed prior to the start of the functional design discussions.

18. Licensee resources will help document and fill the Licensor requirements and design deliverables, as much as possible. Primary responsibility of these delivcrables lies with Licensor.

19. Vulnerability testing will be performed on the core MDMCenter by Licensor. Licensor will share the vulnerability testing tool used with Licensee.

20. Licensee IT team will perfonn their own independent Vulnerability testing on the system, within their infrastructure using the tools of their preference.

Rev 7-13 12

Risks

I. Current estimates are based on stated and some anticipated business requirements (as well as specific assumptions) and any alterations could aiTect timelino and cost.

Licensor Contacts

The following Licensor personnel can answer or follow-up on any questions regarding this SOW.

Name Title Phone Email Rusty DiNicola Senior VP, Global 214-552-9078 Rusty.Dinicola@riversand.com

Operations Joel Embry VP Regional Sales 214-505-4364 ioel.embry(alriversand.com Harpal Singh Director, Partner Delivery 832-274-8470 Harpal.Singh@lriversand.com

Rev 7-13 13