THIS AGREEMENT is made the 28th February 2012

BETWEEN:

(1) MRDMAN FEATURE DEVELOPMENT LIMITED of Gas Ferry Road, Bristol BSI 6UN(“the Company”) and

(2) UNCLE STOCKY, INC. care of (‘the Lender’) for the services of Jeff Stockwell doUnited Talent Agency, Wilshire Blvd. Beverly Hills, CA 90212, USA (Attention: CharlieFerraro)

RECITALS

The Lender is and shall continue to be for a period in excess of the temi of this Agreement solelyand exclusively entitled throughout the world to the services of the Jeff Stockwell (“Writer) as awriter of screenplays for films and to the entire copyright and all other rights and interests of anynature whatsoever In the products of such services and has the right to make such servicesavailable to others.

IT IS HEREBY AGREED:

The Lender has agreed to provide the Writers services to the Company upon the terms andconditions of this Agreement in writing a screenplay based upon a book entitled “Sleepwalkers” (“

Underlying Work”) written by Viviane Schwartz and Alexis Deacon suitable for use In theproduction of an animated theatrical feature film of no less than seventy (70) minutes running timewhich the Company proposes but does not undertake to produce.

1. DEFINITIONS

1.1 “the Act”: the Copyright, Designs and Patents Act 1988 as amended from time to time orany enactment which replaces it;

“Business Day”: a day (other than a Saturday or Sunday) when banks are open forbusiness in England;

“Derivative Film Material”: any trailers, documentaries, making-of films or otherproductions based on the Film and like material connected with advertising andpromoting the Film;

“Dollars” or “$“: United States Dollars;

“Domestic Box Office Receiots”: the gross box office receipts of the Film from its initialtheatrical release in the US and Canada as reported by Daily Variety or, if Daily Varietyceases reporting such information, as provided by such other reputable industry sourceor the distributor as the Company shall select in its sole discretion;

“Electronic Rights”: the sole and exclusive right in perpetuity to develop, manufacture andexploit computer generated products of any and all kinds whether digital, optical,mechanical or electrical incorporating or based on the Film or the Work or any partthereof including any interactive form and hiring or renting such products to members ofthe public on platforms Including CD-Rom, CDI, Apple Macintosh, Sony PlayStation,Sony PlayStation 2, Sony PlayStation 3, Sega Saturn, Nintendo, Snes, 64X, X-Box, XBox 360, Nintendo Wli, Gamecube, Gameboy, Gameboy DSand Dreamcast, the Intemetand all future computer generated platforms such as virtual reality, game-on-demand andon-line;

“the Film”: the first or only film based upon the Work and produced pursuant to thisI

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Agreement including the soundtrack of such film and all parts and constituents thereof;

“the First Draft”: a first draft screenplay based upon the Treatment;

“Force Maieure”: any cause outside of the control of the Company which the Company bythe exercise of reasonable efforts could not prevent including but not limited to fire,casualty, accident, riot, war, act of God, strike, lockout, labour conditions, judicial order,enactment, or the incapacity, or illness, or death of a leading artist, producer, director orany leading technician of the Film;

“granted and assigned”: wherever the expression ‘granted and assigned’ or a similarexpression is used in this Agreement it shall be deemed to include the expression ‘and/orexpressed to be granted and assigned’;

“including”: examples used in this Agreement after the word ‘including’ are illustrativeonly and shall not limit the generality of the words preceding the word ‘including’;

“Literary Publication Rights”: the sole and exclusive right to print or publish the Work orthe Film or any adaptations thereof in book form including a so-called “talking book”(being a sound recording of a reading of the Work on records, tapes, cassettes, compactdiscs or any other devices) or to print or publish the Work in any newspaper or periodical;

“Merchandising Rights”: so-called “merchandising” and” commercial tie-up” rights (asthose expressions are used in the film and television industry) in respect of the Workincluding in connection with the manufacture and sale or other exploitation of whatsoevernature of goods, souvenirs, products, facilities and commodities of all kinds reproducing,depicting, making reference to or based on or decorated with the title, character, scenesand incidents of or articles appearing in the Work or in the Film together with the right tomake trade, commercial or merchandising tie-ups and sponsorship arrangements of allkinds involving the same and to protect such rights by registration in the Company’s ownname or otherwise as it may think fit of patents, trademarks or designs or otherwise asmay be available in each state or country of the world;

“Polish”: the upgrade or polish of any of the First Draft, the Revised First Draft, theSecond Draft, the Revised Second Draft, the Third Draft, the Revised Third Draft or anypreceding polish (as required by the Company);

“Programme”: a film made under the Television Rights;

“Remake”: a film made under the Remake Rights;

“Remake Rights”: the right to reproduce, perform, include in a cable programme service,broadcast and otherwise exploit the Work and any adaptations thereof in the form of afilm or films not being a Sequel but being based substantially on the same story.incidents and characters as the Film;

“the Revision”: the First Draft and/or any subsequent revisions or polishes theretotogether with such revisions thereto as may be requested by the Company;

“Sequel”: a film made under the Sequel Rights, including without limitation a so-called“prequel”;

“Sequel Rights”: the right to reproduce, perform, include in a cable programme service,broadcast and otherwise exploit the Work and any adaptations thereof in the form of afilm or films which contains one or more of the characters taken from the Work anddepicts such character or characters participating for the most part in new or differentevents than those in which such character or characters participated in the Work or the

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Film;

“Television” or “television”: all forms of television whether now existing or hereafterinvented Including free, pay, satellite, cable and digital television;

“Television Rights”: the right to reproduce, perform, broadcast, include in a cableprogramme service and otherwise exploit the Work and any adaptations thereof In theform of a film or films primarily intended for initial television exhibition whether as a pilotfor or an episode of a television series or as a so-called “mini-series” or as a featurelength television film or otherwise;

“Theatrical Films”: a film produced under the Theatrical Rights;

“Theatrical Rights”: the right to produce a full length theatrical motion picture basedupon the Work which is primarily intended for distribution to and exhibition in theatres tofee paying audiences;

“Treatment”: a detailed treatment of approximately twenty (20) pages based upon theUnderlying Work;

“Underlying Work”: as defined in the Recitals;

“WGGB Agreement”: the Agreement dated 3rd February 1992 between the WritersGuild of Great Britain and the Producers Alliance for Cinema and Television and anyagreement amending or substituted therefo

“the Work”: all products, results and proceeds of the Writer’s services under thisAgreement including but not limited to the Treatment, the First Draft, each Polish and allRevisions, alterations and changes from time to time made thereto by the Writer if anyand “the Work” includes any and all of these;

“Write?’: as defined in the Recitals;

1.2 Unless the context otherwise requires, words and expressions used herein shall have thesame meanings as are assigned to them by the Act. Notwithstanding the foregoing,wherever in this Agreement the term “film” or any similar term is used and the soundtrackthereof is not expressly referred to, such term shall include the soundtrack of such film.

1.3 All references to Clauses are to Clauses of this Agreement unless otherwise provided.

1.4 It shall be a condition precedent of this Agreement that the Company shall have noobligation under this Agreement unless and until the Company has received signedcopies of this Agreement from the Writer in a form and substance satisfactory to theCompany.

1.5 All references to the singular herein shall Include the plural and vice versa and allreferences to male shall include the female and neuter and vice versa.

2. ENGAGEMENT

2.1 The Company hereby engages the Lender to provide the guaranteed services of theWriter and the Lender and the Writer agree that the Writer shall write and deliver to theCompany the Treatment not later than Six (6) weeks from the date of this Agreement.

2.2 The Company hereby engages the Lender to provide the guaranteed services of theWriter and the Company may at any time (subject to Clause 3.1) give written notice tothe Lender that the Company requires the Writer to write the First Draft and if the

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Company gives such notice to the Lender within Six (6) weeks from the date of deliveryof the Treatment, the Writer shall write and deliver the First Draft to the Company notlater than Twelve (12) weeks from the date of such notice.

2.3 The Company may at any time (subject to clause 3.1) after delivery of the First Draft givewritten notice to the Lender that the Company requires the Writer to write a set ofRevisions and if the Company gives such notice to the Writer within Eight (8) weeks fromthe date of delivery of the last writing step completed by the Writer, the Writer shall writeand deliver such set of Revisions to the Company not later than Eight (8) weeks from thedate of such notice. If the Company gives such notice to the Writer more than Eight (8)weeks from the delivery of the last writing step completed by the Writer, delivery of therequired Revisions shall be subject to the Writer’s then prior professional obligations. Forthe avoidance of doubt, the Company may subsequently order a Revision of any otherdraft or revised draft or of any preceding Polish.

2.4 The Company may at any time (subject to Clause 3.1) give written notice to the Lenderthat the Company requires the Writer to write a Polish of any draft, any Revision or anypreceding Polish and if the Company gives such notice to the Lender within Six (6)weeks from the date of delivery of the last writing step completed by the Writer, theWriter shall write and deliver such Polish to the Company not later than Six (6) weeksfrom the date of such notice. If the Company gives such notice to the Writer more thanSix (6) weeks from the delivery of the last writing step completed by the Writer, deliveryof the required Polish shall be subject to the Writer’s then prior professional obligationsFor the avoidance of doubt, the Company may subsequently order a Polish of any otherdraft or revised draft or of any preceding Polish.

2.5 Each optional writing step, as set forth in Clauses 2.3 to 2.4 above shall consist of allwriting by the Writer reasonably and in good faith deemed necessary by the Companyand, during the period after screenings have commenced, shall consist of all requestedwriting from one screening of the Film until the immediately following screening.

3. SERVICES

3.1 The Writer agrees that if the Company has requested the postponement of the writing ofany material under this Agreement and/or has not given notice to the Lender to write anymaterial within any time period specified herein and/or has not given to the Writer itscomments on any material within any time period specified herein, the Company shall notforfeit its rights to require the Writer to write the said material but the Lender’s andWriter’s obligation in respect thereof shall be subject to the Writer’s then priorprofessional commitments.

3.2 Subject to Clause 3.1, time shall be of the essence of this Agreement with regard to therespective delivery dates referred to in Clause 2.

3.3 The Company shall be entitled to the first call services of the Writer during any period inwhich the Writer shall be required to render the Writer’s writing services under thisAgreement, subject only to Clauses 2.6 and 3.1.

4. REMUNERATION

4.1 Subject to the due performance by the Lender and the Writer of the Writer’s requiredmaterial services and to the due compliance by the Lender and the Writer with theWriter’s material obligations under this Agreement the Company shall pay to the Lender

4.1.1 the guaranteed sum of Four Hundred Thousand US Dollars (US$400,000) payable as toTwenty Five Thousand US Dollars (US$25,000) on commencement of the Treatment andTwenty Five Thousand US Dollars (US$25,000) on delivery of the Treatment, One

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Hundred and Seventy Five Thousand US Dollars (US$175,000) upon the sooner ofeither commencement of the First Draft or Sixteen (16) weeks from delivery of theTreatment and One Hundred and Seventy Five Thousand US Dollars (US$175,000)upon the sooner of either delivery of the First Draft or subject to the Company not havinggiven the Lender notice under clause 2.2 to commence the First Draft Twenty (20)Weeks from delivery of the Treatment;

4.1.2 subject to the Company having given notice to the Lender pursuant to Clause 2.3 to writethe a first set of Revisions but not otherwise, the further sum of One Hundred and FiftyThousand US Dollars (US$150,000) payable as to Fifty Percent (50%) oncommencement of the first set of Revisions and Fifty Percent (50%) on delivery of thefirst set of Revisions;

4.1.3 subject to the Company having given notice to the Lender pursuant to Clause 2.3 to writeany subsequent set of Revisions after the first set of Revisions but not otherwise, thefurther sum of One Hundred Thousand US Dollars (US$100,000) per set of suchsubsequent Revisions and payable as to Fifty Percent (50%) on commencement of suchRevisions and Fifty Percent (50%) on delivery of such Revisions;

4.1.4 subject to the Company having given notice to the Lender pursuant to Clause 2.4 to writethe Polish but not otherwise, the further sum of Fifty Thousand US Dollars (US$50,000)in respect of the Polish, payable per set of Polishes and payable as to Fifty Percent(50%) on commencement of the Polish and Fifty Percent (50%) on delivery of the Polish;

4.1.5 if the Film is produced and released as a feature length animated theatrical film and theWriter is accorded sole screenwriting credit, then but not otherwise the further sum ofTwo Hundred and Fifty Thousand US Dollars (US$250,000) payable upon the finaldetermination of the screenwriting credit for the Film;

4.1.6 if the Film is produced and released as a feature length animated theatrical film and theWriter shares the main screenwriting credit, then but not otherwise the sum of OneHundred and Twenty Five Thousand US Dollars (US$125,000) otherwise payable to theLender pursuant to Clause 4.1.11, payable either (i) upon the final determination of thescreenwritlng credit for the Film. or (ii) as a recoupable advance against the sumspayable to the Lender under Clause 4.1.5. and Clause 4.1.6 in the event that upon thefirst day of lighting if the Fiim is being produced COl or first day of principal photographyif the Film is produced stop motion the Company has not engaged a third party to providewriting services on the Film;

4.2 Subject to the due performance by the Lender and the Writer of the Lender’s and theWriters services and to the due compliance by the Lender and the Writer with theirmaterial required obligations under this Agreement, if the Film Is produced and releasedas a feature length animated theatrical film and the Writer is accorded sole screenwritingcredit, the Company shall pay to the Lender the following further sums upon the eventsspecified:

4.2.1 the sum of Thirty Thousand US Dollars (US$30,000) at the point when Domestic BoxOffice Receipts of the Film reach One Hundred and Fifty Million US Dollars(US$150,000,000);

4.2.2 the sum of Fifty Thousand US Dollars (US$50,000) at the point when Domestic BoxOffice Receipts of the Film reach One Hundred and Seventy Five Million US Dollars(US$175,000,000);

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4.2.3 the additional sum of Fifty Thousand US Dollars (US$50,000) at the point when DomesticBox Office Receipts of the Film reach Two Hundred Million US Dollars(US$200,000,000);

4.2.4 the additional sum of Seventy Five Thousand US Dollars (US$75,000) at the point whenDomestic Box Office Receipts of the Film reach Two Hundred and Twenty Five MillionUS Dollars (US$225,000,000);

4.2.5 the additional sum of One Hundred Thousand Dollars (US$100,000) at the point whenDomestic Box Office Receipts of the Film reach Two Hundred and Fifty Million US Dollars(US$250,000,000);

4.2.6 the additional sum of One Hundred Thousand Dollars (US$100,000) at the point wheneither Domestic Box Office Receipts of the Film reach Two Hundred and Seventy FiveMillion US Dollars (US$275,000,000);

4.2.7 the additional sum of One Hundred and Twenty Five Thousand Dollars (US$125,000) atthe point when Domestic Box Office Receipts of the Film reach Three Hundred FiveMillion US Dollars (US$300,000,000);

The Writer acknowledges and agrees that the aggregate sum payable under this Clause4.2 shall not exceed Five Hundred and Thirty Thousand US Dollars (US$530,000) andsuch sums shall become payable within Thirty (30) days after the Film achieves the boxoffice receipts entitling the Artist to the relevant bonus and subject to the Company’sreceipt of an valid invoice

4.3 Subject to the due performance by the Lender and the Writer of the Lender’s and theWriter’s material required services and to the due compliance by the Lender and theWriter with their material obligations under this Agreement, if the Film is produced andreleased as a feature length animated theatrical film and the Writer shares the mainscreenwriting credit, then but not otherwise the Company shall pay to the Lender thesums otherwise payable to the Lender pursuant to Clause 4.2 shared pro-rata with theother recipients of the screenwritlng credit subject to a floor of Twenty Five Percent(25%) of the sums under Clause 4.2.

4.4 Subject to the due performance by the Lender and the Writer of the Lender’s and theWriter’s services and to the due compliance by the Lender and the Writer with theirmaterial obligations under this Agreement, if the Film is produced and released as afeature length animated theatrical film and the Writer is accorded sole screenwritingcredit, the Company shall pay to the Lender the following further sums upon the eventsspecified:

4.4.1 Subject to Clause 4.7 for each Sequel which is a Theatrical Film made by the Company,fifty per cent (50%) of the sums payable to the Lender under Clauses 4.1.1 to 4.1.6inclusive, and Fifty Percent (50%) payable under Clause 4.2 payable on the first day ofprincipal photography of such Sequel;

4.4.2 Subject to Clause 4.7 for each Remake which is a Theatrical Film made by the Company,Thirty Three per cent (33%) of the sums payable to the Lender under Clauses 4.1.1 to4.1.6 inclusive, Thirty Three Percent (33%) of the sums payable under Clause 4.2payable on the first day of principal photography of such Remake;

4.4.3 subject to Clauses 4.5 and 4.7, for each Programme produced by the Company which isa pilot for or an episode of a television series for initial transmission on US networktelevision, the following sums not later than twenty (20) Business Days after the firsttransmission of such Programme on US network television:

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4.4.3.1 Two Thousand US Dollars (US$2,000) if the Programme does not exceed thIrty (30)minutes of running time;

4.4.3.2 Three Thousand US Dollars ( US$3,000) if the Programme exceeds thirty (30) minutesbut does not exceed sixty (60) minutes of running time;

4.4.3.3 Four Thousand US Dollars ( US$4,000) if the Programme exceeds sIxty (60) minutes ofrunning time;

4.4.3.4 and sums payable under this Clause 4.4.3 shall constitute full payment for all uses andreruns of the Programme on television throughout the world;

4.4.4 subject to Clauses 4.5 and 4.7, for each Programme produced by the Company which isa pilot for or an episode of a television series for Initial transmission otherwise than on USnetwork television, the following sums not later than twenty (20) Business Days after thefirst public broadcast or inclusion in a cable programme service of such Programme:

4.4.4.1 One Thousand US Dollars (US$1,000) if the Programme does not exceed thirty (30)minutes of running time;

4.4.4.2 One Thousand Five Hundred US Dollars (US$1,500) if the Programme exceeds thirty(30) minutes but does not exceed sixty (60) minutes of running time;

4.4.4.3 Two Thousand US Dollars (US$2,000) if the Programme exceeds sixty (60) minutes ofrunning time;

4.4.4.4 and sums payable under this Clause 4.4.4 shall constitute full payment for all Mses andreruns of the Programme on television throughout the world;

4.4.5 subject to Clauses 4.5 and 4.7, for each Programme produced after the Film as a featurelength film or so-called “Movie of the Week” or “mini-series” primarily intended for initialtelevision exhibition, the sum of Twenty Thousand US Dollars (US$20,000) for aProgramme of up to two (2) hours running time on a primetime US network (and anadditional Seven Thousand Five Hundred US Dollars (US$7,500) for each additional hourin excess of two (2) hours running time on a primetime US network, subject to amaximum payment under this Clause 4.4.5 of One Hundred Thousand US Dollars(US$100,000)), or Fifty Percent (50%) of the above fees for any other broadcaster,payable not later than twenty (20) BusIness Days after the first public broadcast orinclusion in a cable programme service of the Programme.

4.5 If the first exploitation of the Work is by means of the Television Rights, the totalconsideration referred to in Clause 4.1 shall be deemed to be a non-refundable advanceon account of the Writer’s entitlement under Clauses 4.4.3, 4.4.4 and 4.4.5.

4.6 Subject to the due performance by the Lender and the Writer of the Lender’s and theWriter’s required material services and to the due compliance by the Lender and theWriter with their material obligations under this Agreement, if the Film is produced andreleased as a feature length animated theatrical film and the Writer shares the mainscreenwriting credit then but not otherwise the Company shall pay to the Lender thesums otherwise payable to the Lender pursuant to Clause 4.4 shared pro-rata with theother recipients of the screenwriting credit subject to a floor of Twenty Five Percent(25%).

4.7 If (without any obligation on the Company) the Writer Is commissioned to render writingservices in connection with any Remake, Sequel or Programme, the Company shall notpay the Lender any sum in respect thereof under this Clause 4.

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4.8 The Lender acknowledges that the compensation payable pursuant to this Agreementincludes equitable remuneration in respect of rental and lending rights and any similarrights to which the Lender or the Writer may now or shall hereafter become entitled underthe laws of any country in connection with the exploitation of the Work.

4.9 Nothing in this Agreement shall prevent the Lender or the Writer from receiving royaltiesfrom any bona fide collections agency provided that it is acknowledged and agreed thatthe Company and its successors in title and licensees shall not be obliged to make anysuch payments to the Lender or to any such collection agency unless otherwisedetermined by the Copyright Tribunal or any equivalent tribunal in any other jurisdictionwithin the European Economic Area.

4.10 All sums payable under this Agreement shall be exclusive of any Value Added Taxpayable thereon.

5. EXPENSES and PREMIERE

Whenever the Company requires the Writer to render services under this Agreement andit is at a place outside a radius of Fifty (50) miles from the Writers usual residence in LosAngeles, California (“the Writer’s Residence”) then the Company shall:

5.1 provide or pay for the Writers reasonable first class hotel accommodation (excludingalcohol, tobacco and telephone charges not related to the Film) and shall re-imburse theWriter their reasonable living expenses, personal telephone calls, meals (except such asare provided by the Company), laundry and any other out-of-pocket expenses (excepthotel accommodation) incurred by the Writer whilst rendering services under thisAgreement subject to the Writer or the Lender providing the Company with receipts,invoices and other evidence of expenditure reasonably acceptable to the Company withinThirty (30) days of such expenses being Incurred;

5.2 shall provide or pay (on an if used basis) for the business class (where available) roundtrip air transportation between for the Writer’s Residence and such destination;

5.3 provIde the Writer with exclusive ground transportation to and from airports and studiosand any other place at which the Writer may be required to render services under thisAgreement and the Company is not responsible for any other expenses and/orprerequisites of the Writer.

5.4 Provided that the Writer has rendered all material services which the Company mayrequire and that the Writer is not in uncured default hereunder and subject to the Writer’sreceiving either shared or sole screenplay credit, the Company shall provide the Writerand One (1) guest with invitations to the first or only US celebrity premiere of the Film (ifany), together with all business class air and ground transportation (I.e. car and driver),first class hotel accommodation and other out of pocket costs and expenses incurred bythe Writer directly in connection with the Writer’s attendance at such premiere.

6. GRANT OF RIGHTS

The Lender as sole beneficial owner hereby with full title guarantee grants and assigns tothe Company (and so far as the Work is unwritten at the date hereof by way ofimmediate assignment of future copyright) the full and entire copyright and all other rightsof whatsoever kind or nature in and to the Work (including all ancillary and subsidiaryrights, all Sequel Rights, Remake Rights, Television Rights, Literary Publication Rights,Electronic Rights and Merchandising Rights) and all rental and lending rights and similarrights and all satellite broadcasting and cable re-transmission rights to which the Lender

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and/or the Writer may now be or may hereafter become entitled in relation to any film orother adaptation of the Work (Including Derivative Film Material) and to the entireproducts of the Writer’s services under this Agreement for the Company TO HOWabsolutely throughout the universe and in all languages during the full period of copyrightand all possible renewals, reversions, extensions and revivals thereof and thereafter(insofar as may be or become possible) in perpetuity and for the purposes of UScopyright law the Work shall be deemed to be work made for hire” speciallycommissioned or ordered for use as motion picture or other audiovisual work.

7. INCLUSIVE PAYMENTS

The compensation payable under this Agreement shall be a complete and total Thuyout”of all rights in and to the Work and shall be inclusive of all payments for all uses and reuses now known or hereafter devised and any other royalties, residuals, fees or anyother payments whatsoever which may be or become payable under any otheragreement In connection with the Work and shall be a complete buyout throughout theworld of all rights in all media now known or hereafter devised,

8. WAIVER OF MORAL RIGHTS

The Lender and the Writer recognising the needs of film production hereby grant to theCompany the unlimited right to change, copy, alter, add to, take from, adapt or translatethe Work and the same shall not be deemed a violation of the Writer’s moral rights orprejudicial to the Writers reputation and subject to the Writers right to receive credit inaccordance with Clause 12, the Lender and the Writer hereby waive pursuant to Section87 of the Act, unconditionally, irrevocably and in perpetuity, in favour of the Company, allrights under Sections 77 to 85 inclusive of the Act in respect of the Work and all other so-called “moral and authors rights” and rights of a similar nature whether now existing orhereafter conferred under the laws of any jurisdiction and agrees on the Lender’s and theWriters behalf and on behalf of each of their heirs, successors and assigns not toinstitute, support, authorise or maintain any action or lawsuit on the grounds that any filmproduced and/or exploited by the Company in any way constitutes an infringement orbreach of any draft moral of the Writer or is in any way a defamation or infringement ofthe Work.

9. LENDER’S UNDERTAKINGS

The Lender hereby undertakes with the Company to procure that the Writer shall:

9.1 render the Writers services willingly and to the best of the Writers creative ability and inaccordance with the reasonable directions of the Company and in collaboration with suchpersons as the Company may designate;

9.2 as, where and when the Company may reasonably require, attend, consult and discusswith any person the Company may require the writing of the Work and any proposals forits revision and alteration and to keep the Company fully informed of all matters relatingthereto;

9.3 if so requested by the Company, to deliver to the Company copies of such parts of theWork as have been written at the time of request and also, if so requested by theCompany or in any event upon completion of the Writers services under this Agreementor on termination of this Agreement (whichever is the earlier), to deliver to the Companyall documents, manuscripts, drafts and copies thereof and notes and all other papersrelating to the Work in the power, possession or control of the Writer;

9.4 to deliver the Work to the Company by email to such email address(es) as notified in theEnglish language Microsoft Word, Final Draft or such other software format as approved

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by the Company;

9.5 execute and deliver to the Company the Inducement Letter attached at Schedule 1 to thisAgreement.

10. LENDER’S WARRANTIES

The Lender and the Writer hereby represent and warrant to the Company that:

10.1 the Writer will be the sole author of the Work (except insofar as the same directlycomprises material submitted to the Writer by the Company) and that the same will bewholly original to the Writer (save as aforesaid or is in public domain subject to the Writerseeking the Company’s approval prior to including material in the public domain in theWork) and nothing therein shall Infringe the copyright or any other rights (including anyrights of confidentiality and/or privacy) of any third party;

10.2 copyright in the Work subsists and/or will subsist and the Lender and the Writer will do allin the Lender’s and the Writer’s power at the Company’s reasonable expense to maintainthe entire copyright in the Work throughout the world for the full period thereof includingall permitted renewals, reversions, revivals and extensions;

10.3 the Work will not to the best of the Writer’s knowledge and belied having usedreasonable due diligence contain any, blasphemous or obscene matter or material whichis defamatory of any person or entity;

10.4 the rights hereby granted and assigned are vested in the Lender absolutely and theLender and the Writer have not previously assigned, licensed, granted or in any wayencumbered the rights granted and assigned and the Lender has a good title and fullright and authority and is entirely free to enter into this Agreement;

10.5 the Lender or the Writer will not at any time without the consent of the Company makeany disclosure or supply any information to the public or to any third party (other than theWriter’s professional advisers) in relation to any mailers arising under this Agreement orany film made under this Agreement or any personnel engaged for such film or to thegeneral affairs of the Company. The foregoing shall not prevent the Lender or the Writerfrom issuing personal publicity material which incidentally mentions such film or ofmaking incidental reference to such film in Interview provided that the same is of a non-confidential nature and does not mention such film or any such personnel or theCompany in an unfavourabie or derogatory manner;

10.6 the Writer is and will remain during the Writer’s engagement under this Agreement a UScitizen resident in the United States of America and a “qualifying person” within themeaning of Section 154 of the Act;

10.7 neither the Lender nor the Writer have entered and shall not enter into any arrangementor agreement which conflicts with the rendering of the Writer’s services under thisAgreement;

10.8 the Writer will comply with all requirements of the Company insofar as arranging forerrors and omissions Insurance Is concerned;

10.9 the Lender will indemnify and at all times keep the Company its parents, affiliates,subsidiaries, employees, directors, officers, agents, successors, assigns and licensees,and each of them fully indemnified against all actions, proceedings, reasonable andsubstantiated costs, claims, demands, damages, losses, liabilities, penalties, guild fees,legal fees, awards and expenses of any kind whatsoever incurred by and/or awardedagainst and/or compensation agreed by the Company (each, a “Liability”) arising out of or

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in consequence of any breach or non-performance by the Writer of any of therepresentations, warranties, undertakings and agreements by the Lender and the Writerin this Agreement and the Company may withhold any compensation or payment due tothe Lender hereunder to secure the Lenders payment to the Company of any Liability tothe Company under this indemnity.

11. EXERCISE OF RIGHTS

11.1 The Company shall not be obliged to use the services of the Writer or to make any use ofthe Work or any part thereof (which shall not derogate the Company’s oblIgations to paythe guaranteed sums under clause 4.1.1 ) or to make any film or having made a film(whether or not based upon the Work) to exhibit or exploit it and the Company shall notbe liable to the Lender or the Writer in any manner whatsoever for any damagewhatsoever suffered by the Lender or the Writer in consequence thereof and, withoutlimitation, shall not be liable for the loss of an opportunity to enhance the Writersreputation.

11.2 All decisions and determinations with respect to the Work and the Film shall be within thesole and absolute discretion of the Company.

11.3 Nothing in this Agreement shall impose any restriction upon the manner, form or methodby which the Company advertises, publicises, exhibits and commercially exploits the Film(or refrains therefrom) at such times and in such manner and form and by such methodas the Company in its absolute discretion may deem fit, free from any restrictions orlimitations whatsoever other than those expressly set out in this Agreement.

12. WRITER’S CREDIT

12.1 The credit, if any, to be accorded Writer in connection with the Film will be determined inaccordance with the provisions of the attached “Annexure A.” which shall be the same or nolesser credit determination procedure for any other third party writer for the Film. All aspectsof Writer’s credit, if any (including, without limitation, size and placement), shall bedetermined by Company in its sole discretion. Notwithstanding the foregoing, if Writer isentitled to receive a screenwritlng credit (“Writer’s Writing Credit”), then the following willapply:

121.2 Writer shall be accorded credit on screen, and if the director of the Film is accordedindividual credit on screen in the main titles of the Film, then Writers Writing Credit shallbe accorded in the main titles of the Film; and if the director of the Film is accordedindividual credit on screen on a separate card, then Writer’s Writing credit shall beaccorded on a separate card, which may be shared with other writers.

12.1.3 If the director of the Film is accorded Individual credit in the billing block portion of anyPaid Advertising (as that term is customarily defined by Company) for the Film, thenWriters Writing Credit shall also be accorded in the billing block portion of such PaidAdvertising.

12.1.4 In no event shall Writer’s Writing Credit on screen or in the billing block for the Film be ina smaller size of type than the individual credit accorded the director (i.e., Hdirected by”credit) on screen or in the billing block for the Film.

12.1.5 If the director of the Film is accorded individual credit in the billing block portion of anyExcluded Advertising (as that term is customarily defined by Company) for the Film (otherthan award, nomination or congratulatory ads naming the individuals awarded, nominatedor congratulated, ads announcing a personal appearance, special, institutional, filmmarket, film festival, teaser or radio advertising andlor the audio portion of any television

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advertising or so called quoted ads), then Writer’s Writing Credit shall also be accorded inthe billing block portion of such Excluded Advertising.

12.2 The credit provisions of Clause 12.1 shall not apply to the following:

12.2.1 group, institutional list or “tease?’ advertising or publicity;

12.2.2 special advertising, announcement advertising or publicity relating primarily to the sourcesmaterial on which the Film is based or the author thereof any member or members of thecast, another writer, the director, producer or other personnel concerned in the productionof the Film or similar matters;

12.2.3 any exploitation or publication of any literary or musical or other material (other than theWork) upon which the Film Is based or of by-products of any kind (Including sheet musicand sound recordings) or commercial tie-ups designed to promote a product or thingother than the Film itself;

12.2.4 advertising relating to the television exhibition of the Film or exploitation otherwise than bytheatrical exhibition;

12.2.5 trailer (including promotional films) or other advertising or publicity on the screen, radio,television, mobile or internet;

12.2.6 advertising for film festivals, film markets and the like;

12.2.7 advertising or publicity not relating primarily to the Film;

12.2.8 so-called “Award Ads” (including consideration, nominations or congratulations for anaward) relating to any person involved with the Film;

12.2.9 advertising of one half page (or equivalent in SAU’s) size or less;

12.2.10 advertising relating jointly to the Film and another film or films or institutional advertising;

12.2.11 advertising in which no credit Is accorded to other than credit to one or other actors andlorto Company and/or to any other Company financing or distributing the Film;

12.2.12 advertising and publicity in narrative form;

12.2.13 promotional material for exhibitors or window or lobby displays or advertising.

12.2.14 The following shall not be considered Paid Ads or Excluded Ads for any purposehereunder, packages, containers or jackets for videocassettes, videodiscs and otherhome video devices of the Film publicity and promotional items and materials; advertisingrelating to subsidiary or ancillary rights In the Film (including but not limited tonovelisations, screenplays or other publication products merchandising music publishingor soundtrack recordings); voiceovers, advertising, publicity and exploitation relating toby-products or commercial tie-ins; and other advertising not relating primarily to the Film;

12.3 No casual or inadvertent breach by the Company of the provisions of this Clause and nofailure of third parties to accord the said credit shall constitute a breach of this Agreementby the Company, but the Company shall, as soon as reasonably practicable, makereasonable efforts to remedy on a prospective basis any such breach of which it receiveswritten notice from the Writer but without incurring any legal costs or other materialexpenses provided however that under no circumstances shall the Company be requiredto recall any prints or advertising material.

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12.4 The Company shall notify in writing the principal distributor of the Film of the provisions ofthis Clause 12.

13. USE OF WRITER’S NAME

The Company shall be entitled to use and authorise others to use the name, approvedlikeness, approved photograph and approved biography (such approval not to beunreasonably withheld or delayed and to be deemed given if the Lender has notaccepted any offer the Company may make for the Lender to submit the Writer’sphotograph or biography to the Company within five (5) days after the Lender’s receipt ofwritten request from the Company) of the Writer in connection with the advertising,publicity, exploitation and exhibition of any film based upon the Work and any rightsgranted under this Agreement provided that the same shall not be used in such manneras to suggest that the Writer endorses any commercial goods, services or facilitiespublicised thereby but so that the Writer may be shown to recommend any such film perse.

14. FURTHER DOCUMENTS

14.1 The Lender hereby undertakes with the Company that the Lender and the Writer will, atthe request and expense of the Company, do all such further things and execute all suchfurther documents consistent herewith as the Company may from time to time require forthe purpose of confirming the Company’s title to the rights granted and assigned underthis Agreement in any part of the world including such short-form assignments as theCompany may require for the purpose of registration in the United States of America orelsewhere.

14.2 In the event that the Lender or the Writer has failed to comply with a written requestmade by the Company within ten (10) days, the Lender hereby irrevocably appoints theCompany the Lender’s and the Writer’s agent with full power of substitution in the Lenderor the Writer’s name and stead but for the Company’s benefit to take any and all steps(including proceedings at law and In equity and otherwise) and to execute, acknowledgeand deliver any and all documents and assurances necessary or expedient in order tovest such rights more effectively in the Company or to protect the same or to enforce anyclaim or right of any kind with respect thereto. The Company shall provide the Lenderwith a copy of all such documents executed in the Writer’s name save that inadvertentfailure to do so shall not be a material breach of this Agreement

15. LENDER’S DEFAULT

15.1 If the Lender or the Writer at any time fail, are unable, neglect or refuse to perform therequired material services herein specified or to observe any of the Lender’s or theWriter’s material obligations under this Agreement at the times and in the manner hereinprovided (a “Default”), the Company may immediately upon written notice or at any timethereafter terminate this Agreement but without prejudice to any other claim or rights itmay have against the Lender and to the provisions of Clause 15.2; provided that if anysuch Default is not in connection with the Lender’s or the Writer’s (i) misappropriation ofany funds or property of the Company or any of its related companies, (ii) wilful acts ofdishonesty, alcohol or drug use, physical fighting, gross insubordination, recklessnessresulting in serious physical injury or damage to the Company’s property or facilities orany property at the Company’s facilities or other location at which the Writer performsservices hereunder, or gambling, or (iii) violation of the Company’s Discrimination andSexual Harassment Policy, then once only during the term of this Agreement, theCompany shall provide the Lender with written notice of such Default and the Lendershall thereafter have two (2) business days to cure such Default (if such Default is

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curable and provided that such cure does not interfere with production of the Film), failingwhich the Company may immediately or at any time thereafter terminate this Agreement.

15.2 If this Agreement is terminated for whatsoever reason the rights hereby granted andassigned to the Company in and to the Work and the products of the Writer’s servicesunder this Agreement shall remain vested in the Company.

16. ASSIGNMENT

16.1 The Company may assign, license or grant the benefit of this Agreement or its rights orbenefits under this Agreement in whole or in part to any third party and all therepresentations, warranties and undertakings of the Lender herein contained shall to theextent of such assignment, licence or grant thereupon enure for the benefit of such thirdparty provided that the Company shall remain liable for Its obligations under thisAgreement except in the case of an assignment to a so-called “major, “mini-major or“major independent” motion picture company, a television network or a similarlyfinancially responsible party which has assumed in writing such obligations.

16.2 If the Company wishes the Lender to procure the Writer to render the Writer’s servicesunder this Agreement in whole or in part to any third party, the Lender undertakes thatthe Lender will if so required by the Company enter into an agreement with such thirdparty in substitution for and upon the same terms and conditions of that part of thisAgreement then remaining unperformed subject only to the Company guaranteeing theperformance by such third party of its obligations under such substitute agreement.

17. NOTICES

Any notice to be given or served under this Agreement shall be in writing and shall bedelivered personally or sent by facsimile or other print out communication mechanism orby first class, prepaid, registered or recorded delivery (if available) post (air mail if postedto another country) to the party to be served at the address set out at the head of thisAgreement (or such other address as either party may from time to time notify in writing tothe other) and in the case of the Lender with a courtesy copy to McKuin FrankelWhitehead LLP,141 El Camino Drive, Suite 100, Beverly Hills, CA 90212, USA and shallbe deemed to have been served:

17.1 immediately in the case of personal delivery;

17.2 in the case of facsimile or other print out mechanism, on the expiration of four (4) hoursfrom the time of transmission subject, in the absence of a written acknowledgement, tothe original notice being sent by post or by personal delivery in accordance with thisClause on the next Business Day after such transmission;

17.3 in the case of postal delivery, on the second Business Day following the date of posting(the fifth Business Day if posted to another country) or on acknowledgement of receipt ifsooner.

18. INSTITUTION OF LEGAL ACTION

The Lender hereby grants to the Company the free and unrestricted right at theCompany’s expense to institute in the name and on behalf of the Lender and the Writerany and all suits and proceedings at law or in equity to enjoin and restrain anyinfringement of the rights herein granted and assigned and the Lender hereby assignsand sets over to the Company any and all causes of action arising or resulting by reasonof or based upon such infringement and any and all recoveries obtained in any suchaction. The Lender agrees that the Lender will not compromise, settle or in any mannerinterfere with any such litigation and the Company hereby agrees to indemnify the Lenderand the Writer from any costs or damages (including reasonable legal fees and

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disbursements) which the Lender and the Writer may suffer as a direct result of any suchsuits or proceedings except to the extent if any that any such suit or proceeding is theresult of a breach by the Lender or the Writer of the Lender’s and the Writer’srepresentations, warranties or agreements in this Agreement.

19. SEQUEL. REMAKE AND PROGRAMME RIGHTS OF FIRST REFUSAL

19.1 Provided the Writer is accorded sole screenplay credit on the Film and that the Companyor licensee or assignee intends to make a Sequel, Remake, or English languageProgramme, (“Further Project”) within Seven (7) years of the initial release of the Filmand the Writer or the Lender is not in uncured material default of any material term orwarranty of this Agreement and the Writer Is actively engaged as a writer of theatricalmotion pictures or Programme and is not an executive or an employee of major or “minimajor” studio, broadcaster or animation production company then in respect of the firstFurther Project and solely in the case of a Programme subject to the approval of any thirdparty financier or commissioning broadcaster the Company shall negotiate with theLender for the Writer’s writing services In connection therewith provided that the Writer isready willing and able to render such services as the Company may reasonably requireand the financial terms in the offer in respect of a Theatrical Films Sequel or a Remakeshall be no lesser than the financial terms contained herein save that: if the budget forsuch Theatrical Film, Sequel or Remake Is lesser than the budget of the Film, thefinancial terms of the offer shall be reduced by the percentage the budget of the Sequelor Remake is less than the budget of the Film;

19.2 The Lender shall have a period of Ten (10) Business Days from the receipt of theCompany’s offer under clausel9.1 to accept the offer or to notify the Company that theLender desires to negotiate in good faith with respect to the Writer’s said services and ifthe Lender serves such notice to negotiate, the Lender and the Company shall negotiatein good faith within a period of Twenty (20) Business Days from the Company’s receipt ofthe Lender’s said notice;

19.3 If within the said Ten (10) Business Days period the Lender does not accept theCompany’s offer or serve notice to negotiate or within the said Twenty (20) BusinessDays period the Lender and the Company fail to reach an agreement with respect to theFurther Project or if the Writer is not ready, willing and able to render services asreasonably required by the Company, the Company shall be released and dischargedfrom any obligation to the Lender and the Writer in connection with Sequels, Remakes orProgrammes save for those under clauses 4.4 and 4.6 but subject to clause 4.7;

19.4 Subject to the Writer and/or the Lender not being in uncured material default of thisAgreement or any other agreement with the Company its licensees and assigns relatingto the Film or a Further Project and the Writer receiving sole screenplay credit for theSequel or Remake immediately preceding the applicable Further Project if the Companyits licensees or assigns intend to produce a Further Project within Seven (7) years of theinitial release or broadcast of the immediately preceding Further Project and the Writerhaving received sole screenplay credit upon such immediately preceding Further Projectthen but not otherwise and subject to (solely in the case of a Programme) the approval ofany commissioning broadcaster the Company shall negotiate with the Writer inaccordance with the terms of Clauses 14.2 and 14.3 of this Agreement for the Writerswriting services in connection therewith provided that the Writer is ready willing and ableto render such services as the Company may require;

19.5 If the Lender and the Writer shall accept any such offer by the Company or the partiesshall reach agreement as aforesaid, the Writer or the Lender and the Company shallexecute an agreement in the Company’s standard form for the rendering of his saidservices.

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20 COMPANY INDEMNITY and INSURANCE

20.1 The Company shall defend and indemnify and hold harmless the Lender and the Writerfrom and against all damages and expenses suffered or incurred by the Lender and theWriter directly in consequence of any third party claim against the Lender and the Writerarising due to the development production distribution and exploitation of the Film and/orany element thereof by the Company other than due to the uncured breach of theAgreement by the Lender or the Writer.

20.2 In order to receive the indemnification under Clause 20.1, the Lender or the Writer shallpromptly notify the Company of a claim and shall grant the Company the sole right todefend control and or settle such claim and the Writer shall have the right to bemeaningfully consulted in respect of any defence of such claims and to have their owncounsel present at the Writer’s sole cost and expense. The Lender or the Writer shall notcompromise, settle or otherwise resolve a claim without the Company’s prior writtenconsent.

20.3 the Lender and the Writer shall be added as an additional insured to any errors andomissions and general liability insurance policies effected by the Company in respect ofthe Film, subject to the terms, conditions and limitations of such cover but without anyobligation on the part of the Company to effect or maintain such policies and such covershall not in any way limit or restrict the Lender and the Writer’s representations andwarranties under this Agreement

21. DVD

Subiect to the Writer and the Lender not being in uncured breach of any materialprovision of this Agreement and the Writer receiving sole or shared screenplay credit onthe Film the Company shall provide the Writer with two (2) RegIon 1 copies of the Film onDVD when the Film is commercially released on DVD in the United Sates of America;

22. WAIVER

A waiver by either party of any term or condition of this Agreement shall not be deemedor construed to be a waiver of such term or condition for the future or any subsequentbreach thereof. All remedies, rights, undertakings, obligations and agreements in thisAgreement shall be cumulative and none of them shall be in limitation of any otherremedy, right, undertaking, obligation or agreement of either party.

23. SEVERABILITY

If any provision of this Agreement is adjudged by a court to be void or unenforceable,such provision shall in no way affect any other provision of this Agreement, theapplication of such provision in any other circumstance or the validity or enforceability ofthis Agreement and such provision shall be curtailed and limited only to the extentnecessary to bring it within legal requirements.

24. NO RESCISSION

The Artist and the Writer agree that in the event of any default of any of the terms of thisAgreement by the Company, the Lender’s and the Writer’s only remedy will be an actionat law for damages, if any, actually suffered by the Lender or the Writer and in no eventshall the Lender or the Writer be entitled to rescind this Agreement or to seek or receiveany injunctive or other equitable relief or to restrain the distribution, exhibition,

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advertising, publicity or other exploitation of any film based upon the Work or of anyrights granted or assigned under this Agreement.

25. AGENT’S AUTHORITY

The Lender hereby authorises and requests the Company to pay all monies due to theLender under this Agreement to the Lender’s duly authorised agent United TalentAgency, Wilshire Blvd. Beverly Hills, CA 90212, USA (Attention: Charlie Ferraro) whosereceipt shall be valid and binding.

26. LAW

This Agreement shall be construed and shall take effect in accordance with the laws ofEngland and Wales and it is hereby agreed that the Courts of England shall havejurisdiction (and the parties hereby irrevocably submit to the jurisdiction of the Englishcourts) to resolve any dispute which may arise.

27. THIRD PARTY RIGHTS

Except insofar as this Agreement expressly provides that a third party may In his own rightenforce a term of this Agreement, a person who is not a party to this Agreement has noright under the UK Contract (Rights of Third Parties) Act 1999, or the similar laws of anyother jurisdiction, to rely upon or enforce any term of this Agreement, but this does notaffect any right or remedy of a third party which exists or Is available apart from that Act.

28. ENTIRE AGREEMENT

This Agreement replaces, supersedes and cancels all previous arrangements,understandings or agreements between the parties either oral or written with respect tothe subject mailer of this Agreement and expresses and constitutes the entire agreementbetween the Company and the Lender (save that this Clause shall not exclude anyliability for fraudulent misrepresentation) and no variation of any of the terms orconditions of this Agreement may be made unless such variation is agreed in writing andsigned by both parties to this Agreement For the avoidance of doubt, save as expresslyIncorporated herein this Agreement shall not be subject to the terms of the WGGBAgreement, the Writers’ Guild of America Basic Agreement or any other guild or unionagreement.

29. HEADINGS

The headings to the Clauses of this Agreement do not form part of and shall not be readinto the construction of this Agreement.

AS WITNESS the signatures of the Lender and the duly authorised officer of the Company thedate first before written.

SIGNED by L J1-on behalf of )AARDMAN FEATURE DEVELOPMENT LIMITED

SIGNED by fgr and on behalf ofUNCLE STOCKY. INC.

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ANNEXURE “A”

SCREENPLAY CREDIT FOR

ANIMATED THEATRICAL MOTION PICTURES

Credit for screenplay authorship of animated theatrical motion pictures shall be accorded solelypursuant to the terms and conditions set forth below. “Producer’ refers to AARDMAN FEATUREDEVELOPMENT Limited or its designee.

A. The intention and spirit of the award of credits being to emphasize the prestige andimportance of the screenplay achievement, screen credit for the screenplay will be accorded to thewriter(s) (however many) who are chiefly responsible for the completed work, as determinedbelow.

B. The term “screenplay’ means the final script (as on the screen) with individualscenes, full dialogue and camera setups, together with such prior treatment, basic adaptation,continuity, scenario, dialogue, added dialogue or “gagging” as shall be used in and representsubstantial contributions to the final script.

C. No production executive, director, or producer (of any type) will be entitled to sharein the screenplay authorship screen credit unless heishe is engaged by Producer as a writerpursuant to a written agreement and writes either without the collaboration of any other writer orwrites as a member of a bona fide writing team.

0. When more than one (1) writer has substantially contributed to the authorship of thescreenplay, then all such writers and Producer will have the right to agree unanimously amongthemselves as to which writer(s) shall receive credit on the screen for authorship of thescreenplay. If at any time during the course of production all such writers and Producer so agree,then Producer will not be obligated to issue the notices specified in Paragraphs H. through 0. ofthis Annexure “C’.

E. Producer shall determine, In its sole discretion, where the screenplay credit shallappear on the screen and the form thereof.

F. A writer whose contribution is judged by Producer to represent a substantial portionof the completed screenplay shall for the purpose of this Annexure “A’ be considered a substantialcontributor (“Writer[s]”). As a substantial contributor, he/she shall be entitled to participate in theprocedure for determination of screen credits.

0. Producer may publicize the work and other screen credits of writers not receivingscreen credit on the Film.

H. Before the screen credits for authorship of the screenplay are finally determined,Producer will send a written notice to each Writer. This notice will state Producers choice ofcredits on a tentative basis, together with the names of the other substantial contributors and theiraddresses last known to Producer. The notice will be sent to each such Writer pursuant to the“Notices” provision in the Agreement to which this Annexure “A” is attached or the most recentaddress provided by Writers to Producer in writing.

Producer will make good faith efforts to communicate with such Writers. No noticewill be sent to Writers who do not have a current address on file with Producer. In case ofremakes, Producer shall not be under any obligation to send any notice to any Writer contributingto the screenplay of the original production, unless such Writer received screen credit inconnection with such original production. In case of sequels, Producer shall not be under anyobligation to send any notice to any Writer contributing to the screenplay of the original production,

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unless such Writer is a substantial contributor to the screenplay of the sequel.

J. Producer will keep the final determination of screen credits open until a timespecified in the notice by Producer, but such time will not be earlier than twelve o’clock, p.m.(noon) of the fifth business day following dispatch of the notice above specified. If a Writerreceiving such notice makes a timely request to read the screenplay, Producer will make a copy ofthe completed screenplay immediately available to such Writer for reading at Producer’s studio. If,by the time specified, a written notice of objection to the tentative credits has not been delivered toProducer from any of the Writers concerned, the tentative credits will automatically become final.

K. However, if a protest is received by Producer from any Writer concerned within thetime specified in Paragraph J. hereof, the credit determination period will be extended for anadditional twenty-one (21) consecutive days after the expiration of time specified for the first notice(which time period may be shortened or lengthened as Producer may deem appropriate).Producer will notify the Writer(s) tentatively designated by Producer to receive credit that a protesthas been received and Inform them of the new time set for final determination.

L. To be effective, a protest must state the basis and the grounds therefor. Prior tofinal determination of credits, (i) the protesting Writer(s) may prepare and submit in writing toProducer a statement setting forth the reasons for such protest in detail and (Ii) each of the non-protesting Writers may prepare and submit in writing to Producer a statement setting forth thereasons why the protest Is unfounded, such statement to include such specific details as may benecessary to clearly refute the protesting Writer’s position. To be considered by Producer, a copyof such statement must be concurrently served by the protesting Writer or non-protesting Writeron all of the other Writers, by facsimile and mail, mail or personal delivery. Producer (throughDavid Sproxton or Peter Lord or their successors or designees) shall read and consider thestatement(s) of protest and the statement(s) submitted by the other Writers and shall make a finaldetermination of screen credits. Producer shall notify all Writers of such final determination ofcredits.

M. At any time during the final credit determination period, Producer and Writers mayunanimously agree to whom screenplay credit shall be given and provided that Producer andWriters sign a writing so stating, then such credits will become final in the form as unanimouslyagreed.

N. Any credit accorded hereunder shall be subject to Producer’s standard exclusionsand exceptions, including (without limitation) artwork exceptions.

0. Any notice specified in the foregoing paragraphs shall be sent by Producer toWriter(s) pursuant to the “Notices” provision in the Agreement to which this Annexure “A” isattached or the most recent address provided by Writers to Producer in writing.

P. If after the screen credits are determined as hereinabove provided, materialchanges are made in the screenplay, which in the sole and absolute discretion of Producer justifya revision of the screen credits, then the procedure for determining such revised credits will be thesame as that provided for the original determination of credits.

0. Writer shall not have the right to claim any credit hereunder unless and until a finalcredit determination has been made. Once determined, Writer shall not claim any credit contraryto such determination.

R. If there is a protest of writing credits and a Writer’s agreement contains a differentfinal credit determination process than this Annexure “A”, then Producer may determine in its solediscretion, which credit determination procedure to apply.

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S. Without limiting Paragraph T., below, within a reasonable time after receipt ofwritten notice from Writer specifying a material failure to accord Writer credit, if any, in accordancewith this Annexure “A”, Producer shall use reasonable good faith efforts to cure prospectively anysuch material failure to accord Writer credit hereunder with regard to the positive prints andadvertising materials, if any, created after the date of Producer’s receipt of such notice. Producerwill use reasonable good faith efforts to inform third party sub-distributors and licensees of thecredit obligations set forth herein, but shall not be responsible for the failure of any such third partyto comply with same.

T. No casual or Inadvertent failure to comply with any of the provisions of thisAnnexure “A” shall be deemed to be a breach of the contract of employment of the Writer, orentitle himlher to damages or injunctive relief. The Writer shall have no rights or claims of anynature against Producer growing out of or concerning any determination of credits (including,without limitation, claims concerning the procedures set forth herein or whether such procedureswere adequately followed), and all such rights or claims are hereby specifically waived.

END OF ANNEXURE “A

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SCHEDULE 1

INDUCEMENT LETrER

From: Jeff Stockwelldo United Talent Agency,Wilshire Blvd. Beverly Hills,CA 90212,USA(Attention: Charlie Ferraro)

To: Aardman Feature Development LimitedGas Ferry RoadBristolBS1 6UN

I write in relation to an agreement (“the Agreement”) which you propose to enter into with UNCLESTOCKY, INC. (“the Lender”) relating to the provision of my services as a writer of the Filmprovisionally entitled “Sleepwalker? (“the Services’).

As an inducement to you to enter into the Agreement and for other good consideration I represent,warrant and agree:

I The Lender and I have entered Into an agreement relating to the provision of my servicesto the Lender,

2 The Lender has the right and authority to provide my services and the products of myservices (“the products”) to you on the terms and conditions of the Agreement,

3 I am familiar with all the terms and conditions of the Agreement and irrevocably consent tothe execution of the Agreement,

4 I shall perform and comply with all of the terms and conditions of the Agreement whichconcem me (“the artist’s obligations”) including those which relate to the provision of myservices to you and I confirm that all the rights and consents expressed to be granted andassigned to you by the Lender under the Agreement have previously been granted to theLender by me,

5 I am under no legal or other obligation or disability which might adversely affect my abilityto perform and comply with the artist’s obligations,

6 I will look solely to the Lender for compensation for my services,

7 I specifically acknowledge that the payments to the Lender for my services pursuant to theAgreement include full and proper equitable remuneration in respect of the exploitation ofany rights in relation to the Film (Including my so-called rental and lending rights, if any) towhich I am now of may hereafter become entitled,

8 You shall be entitled to seek legal and/or Injunctive or other equitable relief against me torestrain, enloin and/or prevent the breach by me of any of the artist’s obligations or any ofthe terms of this Letter Agreement,

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9 The warranties, representation and agreement by the Lender in the Agreement are trueand shall be deemed to have been given to you by the Lender and me jointly and severallyand I will indemnify and keep you indemnified form and against all actions, claims,proceeding costs, losses and liability whatsoever related to any such warranties,representations and agreement,

10 The products shall for the purpose of United States copyright law be considered “worksmade for hire” for you,

11 I will execute or cause to be executed all documents consistent herewith which you mayreasonably consider necessary to confirm your title to the rights expressed to be grantedand assigned by the Lender to you in the products or otherwise to achieve the objectives ofthe Agreement and if you take proceedings against any third party in relation to theAgreement I shall give you such reasonable assistance as I am able to provide and defendsuch rights (provided that you indemnify me for my costs in connections with any suchproceedings),

12 To such extent as may be necessary I hereby assign to you the entire copyright (presentand future) and all other rights in the products together with any other rights that I am nowor hereafter may become entitled to in or In relation to the Film (including any rental andlending rights) for the full period of copyright and all possible renewals and extensionsthereof, and I hereby join the grant to you by the Lender of all consents required by youpursuant to the Agreement including such as are required by virtue of Part II of theCopyright, Designs and Patents Act 1988 (the Act”) to make the fullest use of my servicesand the widest possible exploitation of the products and the Film,

13 I hereby unconditionally, irrevocably and in perpetuity waive pursuant to Section 87 of theAct in favour of you, your successors In title and licensees, all rights under Sections 77 to85 inclusive of the Act in respect of the Film and all other moral and author’s rights andrights of a similar nature whether now existing or hereafter conferred under the laws of anyjurisdiction,

14 If the Lender breaches its agreement with me and/or for any reason my engagement by theLender ends, I will continue to provide my services to you as if I had signed the Agreementin place of the Lender and I will enter into such further agreement as you may reasonablyrequire (provided that it does not impose any further or more onerous obligations on methan those already contained in the Agreement),

15 ThIs Letter Agreement shall be construed and shall take effect in accordance with the lawsof England and the courts of England shall have jurisdiction.

Dated ‘1 2012

22

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C:Usem\gamth.o.DocumentsFeatire Dovelopnmnl\Slepw&ksmUeff Slockwell . Wnt,nAmn,t FINALdoc