wikileaks.org · Web viewAMENDMENT TO PAY TELEVISION LICENSE AGREEMENT between STARZ ENTERTAINMENT,...

EXECUTION VERSIONSPT DRAFT 9/30/13

AMENDED & RESTATED

AMENDMENT TO PAY TELEVISION LICENSE AGREEMENT

between

STARZ ENTERTAINMENT, LLC,(formerly known as STARZ ENCORE MEDIA GROUP, LLC)

and

SONY PICTURES ENTERTAINMENT INC.

Entered Into As Of

January 1, 2013

TABLE OF CONTENTS

1. Definitions. ..........................................................................................................................................................1

(a) “Additional Element” ...............................................................................................................................1

(b) “Adult Program” ......................................................................................................................................2

(c) “‘A’ Film” ...................................................................................................................................................2

(d) “Availability Date” ....................................................................................................................................2

(e) “‘B’ Film” ...................................................................................................................................................2

(f) “Digital Cinema” ......................................................................................................................................2

(g) “DVD functionality” .................................................................................................................................3

(h) “Exhibition” and “Exhibition Day” ..........................................................................................................3

(i) “Feature-Length” .....................................................................................................................................3

(j) “Film Rentals” ..........................................................................................................................................3

Amended and Restated Amendment to Pay Television License Agreement (EXECUTION VERSION Feb-8- 1 -2013)

(k) “General Theatrical Release” ...............................................................................................................4

(l) “Home Theater” ......................................................................................................................................4

(m) “Home Video” ..........................................................................................................................................4

(n) “Initial Home Video Release” ................................................................................................................5

(o) “Initial Pay-Per-View Release” .............................................................................................................5

(p) “Initial Theatrical Release” ....................................................................................................................5

(q) “Initial Video-On-Demand Release” ....................................................................................................5

(r) “In-Store Digital Download” ...................................................................................................................5

(s) “Internet” ..................................................................................................................................................5

(t) “IPTV” .......................................................................................................................................................6

(u) “License Period” ......................................................................................................................................6

(v) “Licensor Affiliate” ...................................................................................................................................6

(w) “Limited Home Video Release” ............................................................................................................6

(x) “Live Event Program” .............................................................................................................................6

(y) “Major Production/Distribution Studio” ................................................................................................6

(z) “Manufacture-On-Demand” ...................................................................................................................6

(aa) “Minimum Requirements” ......................................................................................................................6

(bb) “Negative Cost(s)” ..................................................................................................................................7

(cc) “Negative Option Basis” ........................................................................................................................7

(dd) “New Media” ............................................................................................................................................7

(ee) “Non-Theatrical Exhibition” ...................................................................................................................7

(ff) “Open Internet Service” .........................................................................................................................7

(gg) “Open Internet Subscriber” ...................................................................................................................8

(hh) “OTT Video Package” ............................................................................................................................8

(ii) “P&A Expenses” .....................................................................................................................................8

(jj) “Pay-Per-View” or “PPV” .......................................................................................................................8

(kk) “Pay Television” ......................................................................................................................................9

(ll) “Physical Medium” ..................................................................................................................................9

(mm) “Programming Service” ..........................................................................................................................9

(nn) “Promotion” ..............................................................................................................................................9

(oo) “Qualifying Films” ....................................................................................................................................9

(pp) “Sell-Through Electronic Video” .........................................................................................................10

(qq) “Sony Rent-A-System Film” ................................................................................................................10

(rr) “SPC Film” .............................................................................................................................................10

(ss) “SPE Group Member” ..........................................................................................................................10

(tt) “STE Pay Television Services” ..........................................................................................................11

(uu) “STE Services” ......................................................................................................................................11

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Amended and Restated Amendment to Pay Television License Agreement (EXECUTION VERSION Feb-8-2013)

(vv) “STE SOD Service” ..............................................................................................................................11

(ww) “Storage Device” ..................................................................................................................................12

(xx) “Subscription-On-Demand” or “SOD” ................................................................................................12

(yy) “Television” ............................................................................................................................................12

(zz) “Territory” ...............................................................................................................................................12

(aaa) “Theatrically Released By an SPE Group Member” .......................................................................12

(bbb) “Third Party Rent-A-System Film” .....................................................................................................13

(ccc) “2009 License Agreement Pictures” ..................................................................................................13

(ddd) “Un-tethered STE SOD Service” ........................................................................................................13

(eee) “Video-On-Demand” or “VOD” ...........................................................................................................13

(fff) “Year” .....................................................................................................................................................14

(ggg) Other Definitions. ..................................................................................................................................14

2. License. ............................................................................................................................................................16

(a) Rights and Limitations. ........................................................................................................................16

(b) Exclusivity and Holdbacks. .................................................................................................................18

(c) Internet Delivery ...................................................................................................................................23

(d) Other SOD Terms and Conditions. ...................................................................................................25

(e) Exhibition Limitations on Major Production/Distribution Studio-Named Channels. ...................27

(f) Exhibitions on a Later Acquired Significant Service. ......................................................................28

3. Exhibition Rights. ............................................................................................................................................28

(a) First License Period. ............................................................................................................................28

(b) Second License Period. ......................................................................................................................29

(c) Window Interruptions. ..........................................................................................................................30

4. Picture Qualifications. .....................................................................................................................................30

(a) Commitment. .........................................................................................................................................30

(b) Pre-Existing Commitment. ..................................................................................................................32

(c) Unavailability of Rights. .......................................................................................................................32

(d) [Intentionally Blank] ..........................................................................................................................32

(e) Delayed Release Pictures; Animated Pictures; Restricted Pictures; Live Event Programs. ....32

(f) PPV/VOD Release. ..............................................................................................................................33

(g) Objectionable Restrictions. .................................................................................................................33

(h) SPE Policies. ........................................................................................................................................34

(i) Studio Acquisition. ................................................................................................................................34

(j) Sale of Affiliate. .....................................................................................................................................35

(k) Acquisition of Eligible Production Company. ...................................................................................35

(l) SPA Withdrawal Option. ......................................................................................................................36

5. “Term” ...............................................................................................................................................................36

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6. License Fees and Other Payments. .............................................................................................................36

(a) Consideration. .......................................................................................................................................36

(b) Payment Terms. ...................................................................................................................................36

7. Advertising and Publicity. ...............................................................................................................................37

8. Reserved Rights. .............................................................................................................................................38

9. Delivery Requirements. ..................................................................................................................................38

10. Licensor Warranties, Representations and Covenants. ...........................................................................40

11. STE Warranties, Representations and Covenants. ...................................................................................41

12. Indemnification. ...............................................................................................................................................41

13. Guild Payments. ..............................................................................................................................................42

14. Security Measures. .........................................................................................................................................42

15. Withdrawal. ......................................................................................................................................................42

16. Encryption, Copy Protection; Previews/Free Trials. ..................................................................................42

(a) Encryption. ............................................................................................................................................42

(b) Copy Protection. ...................................................................................................................................43

(c) Previews. ...............................................................................................................................................45

(d) Free Trials (Sign-Up Commitment Required): .................................................................................46

17. Insurance. .........................................................................................................................................................47

18. Notification. ......................................................................................................................................................48

19. Guaranty. ..........................................................................................................................................................49

20. Other Matters. ..................................................................................................................................................50

(a) “Making of …” Programs. ....................................................................................................................50

(b) Library and Other Amendments and Future Library Agreement. .................................................51

21. Miscellaneous. .................................................................................................................................................51

22. Governing Law; Arbitration; Venue; Jurisdiction. .......................................................................................52

23. No Editing. ........................................................................................................................................................53

24. Breach and Cure. ............................................................................................................................................53

25. Confidentiality. .................................................................................................................................................56

26. Canada, Mexico. .............................................................................................................................................56

27. Licensor Certification. .....................................................................................................................................57

28. Audit. .................................................................................................................................................................57

(a) Licensor’s Audit Rights. .......................................................................................................................57

(b) STE’s Audit Rights. ..............................................................................................................................58

(c) Audit Report. .........................................................................................................................................59

(d) Tolling. ....................................................................................................................................................59

(e) Confidentiality. ......................................................................................................................................59

(f) Reporting. ..............................................................................................................................................59

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29. Program Guides. .............................................................................................................................................60

30. Assignment. .....................................................................................................................................................60

31. Press Release. ................................................................................................................................................60

32. Counterparts. ...................................................................................................................................................61

33. Severability. .....................................................................................................................................................61

34. Effect of Amended & Restated Amendment. ..............................................................................................61

AMENDED & RESTATEDAMENDMENT TO PAY TELEVISION LICENSELIBRARY AGREEMENT

This Amended & Restated Amendment to Pay Television LicenseLibrary Agreement (this “Amended & Restated AmendmentAgreement”) is entered into as of JanuaryDecember 1, 2013 (the “Effective Date”) between STARZ ENTERTAINMENT, LLC, formerly known as STARZ ENCORE MEDIA GROUP, LLC, located at 8900 Liberty Circle, Englewood, Colorado 80112-7057 (“STE”), and SONY PICTURES ENTERTAINMENTTELEVISION INC., located at 10202 West Washington Boulevard, Culver City, California 90232 (“Licensor”).

RECITALS

WHEREAS, Licensor and STE have entered into that certain Amended & Restated Amendment to Pay Television License Agreement (the “2009 License Agreement”), as of February 9, 2009, covering certain motion pictures receiving an initial theatrical release between January 1, 2005 and December 31, 2013;

WHEREAS, Licensor and STE have entered into that certain Amended & Restated Pay Television License Agreement (the “2009 Extension License Agreement”), as of February 9, 2009, covering certain motion pictures receiving an initial theatrical release between January 1, 2014 and December 31, 2016;

and

WHEREAS, Licensor and STE desire to amend and restate the 2009 License Agreement in its entirety , as of the Effective Date, and to terminate, replace and supersede the 2009 Extension License Agreement, as of the Effective Date.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is acknowledged by the signing and delivery hereof, the parties agree to amend and restate the 2009 License Agreement, as of the Effective Date, and to terminate, replace and supersede the 2009 Extension License Agreement, as follows:

A. Prior Agreements: As of the Effective Date, the 2009 Extension License Agreement is terminated in its entirety, and is replaced and superseded by this Amended & Restated Amendment. Further, the 2009 License Agreement is hereby amended and restated, as of the Effective Date, as provided in this Amended & Restated Amendment.

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1. Definitions .

(a) “Additional Element” with respect to a motion picture means any of the following:

(i) 50% or more of the total P&A Expenses for such motion picture was incurred by, or the payment of which is otherwise the responsibility of, any SPE Group Member(s), either directly or via third party financiers or investors.

(ii) Such motion picture arises out of a script, screenplay or underlying property that was developed by any SPE Group Member.

(iii) Such motion picture was produced under the control, direction or supervision of any SPE Group Member.

(iv) An SPE Group Member(s) was responsible for, or guaranteed a sum equal to, at least 25% or more of the Negative Costs for such motion picture.

(v) Such motion picture is based in whole or in part on an underlying property owned or controlled by any SPE Group Member.

(vi) At the time of Initial Theatrical Release, substantially all of the U.S. Home Video and Television rights to such motion picture were owned or controlled by any SPE Group Member.

(a) (b) “Adult Program” shall mean any motion picture that has either been rated (i) NC-17 or successor rating (or if unrated would likely have received a rating of NC-17 if it had been submitted to the MPAA for rating), other than a title released by any Major Production/Distribution Studio, or a title otherwise deemed not to be an Adult Program by Licensor in its sole discretion or (ii) X (or is unrated and would have likely received an X if it had been submitted to the MPAA for rating).

(c) “‘A’ Film” means any Qualifying Film that is so designated by Licensor and satisfies at least one Additional Element

and at least one Minimum Requirement, is Theatrically Released By an SPE Group Member, and is released on no less than 800 screens at its widest point of theatrical release; provided, however, that the foregoing 800 screen requirement shall not apply to any SPC Film designated as an “A” Film by Licensor pursuant to Section 4(a)(i)(B), or to up to 3 Qualifying Films per Year designated by Licensor; provided, however, that each of such 3 Qualifying Films shall have either (i) P&A greater than $20 million or (ii) a theatrical release on no less than 550 screens at its widest point of theatrical release in the Territory. Notwithstanding the foregoing (but solely with respect to films having an Initial Theatrical Release in 2013, each of which shall be referred to herein as a “2013 Release”, it being understood and agreed that this sentence shall have no application to films having an Initial Theatrical Release in 2014 or thereafter), any Qualifying Film that satisfies only the Additional Element set forth under Section 1(a)(vi) above (and no other Additional Elements), is Theatrically Released by an SPE Group Member and which is produced by any Major Production/Distribution Studio, or any company which owns at least 50% of the capital stock or similar equity interests of a major Home Video distribution entity (i.e., entity is the sole distributor of such company’s Home Video product (including Physical Medium product) in the Territory, has direct accounts with major retailers (e.g. Wal-mart), has revenue share relationships with rentailers, conducts full sales and marketing for products

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being distributed, and has an annual home video revenue for the Territory of at least $250 million), shall not be an “A” Film, but shall instead be a Sony Rent-A-System Film, and shall be subject to the limitations on such films as set forth in Section 4.

(d) “Availability Date” shall mean the first day of each Picture’s First License Period, as set forth in Section 3(a)(i) below.

(e) “‘B’ Film” means any Qualifying Film that is so designated by Licensor and satisfies at least one Additional Element

and at least one Minimum Requirement and is Theatrically Released By an SPE Group Member. In addition, “B” Films shall expressly include Third Party Rent-A-System Films (even though such films need not satisfy any Additional Element and are not Theatrically Released By an SPE Group Member), and, with respect to 2013 Releases only, Sony Rent-A-System Films (even though such films do not satisfy any Additional Element).

(b) (f) “Digital Cinema” shall mean the exhibition in a theater intended primarily for the exhibition of motion pictures of an intangible, digital or electronic format embodying a motion picture.

(c) (g) “DVD functionality” with respect to any Licensed Picture means the capability of a customer to perform any or all of the following functions with respect to the viewing of such Licensed Picture: stop, start, pause, play, rewind, fast forward and (provided that Licensor shall have final approval over chapter break points) chaptering, but not recording.

(h) “Exhibition” and “Exhibition Day” shall have the following meanings:

(i) “Exhibition” shall mean with respect to each Picture and each channel of the STE Pay Television Services each individual linear airing of such Picture, provided, that not more than fifty percent (50%) of the Exhibitions (across all of the STE Pay Television Services) for any particular Picture in any particular License Period may commence between the hours of 8:00 p.m. and 10:15 p.m. Exhibitions on separate channels of the STE Pay Television Services shall count as separate Exhibitions; provided, that, the following shall not be counted as incremental Exhibitions:

(A) Viewings on a Subscription-On-Demand basis; or

(B) Exhibition of a Picture on different time zone feeds of the same channel of an STE Pay Television Service, and, provided the following are Mirror Services of each other, exhibition of a Picture in different formats (e.g., digital and analog, English and Spanish, standard and high-definition) on the STE Pay Television Service. “Mirror Service” shall mean channels on a Pay Television Service with substantially identical programming schedules; provided, that solely in the case of a Spanish-language channel of an STE Pay Television Service, the requirement of “substantially identical programming” shall be applied on a somewhat less stringent basis and, accordingly, shall be deemed satisfied so long as, in every given month, the programming schedule of the Spanish-language channel is at least 75% identical during prime time, and at least 75% identical overall, to that of the primary English-language channel of such STE Pay Television Service; and

(ii) “Exhibition Day”

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(d) “Exhibition Day” shall mean with respect to each Licensed Picture and each channel of the STE Pay Television Services a period of twenty-four (24) consecutive hours during which such Licensed Picture may be exhibited up to three (3) times, provided, that (a) solely with respect to Library Features (and not to Library Series), only one exhibition per Exhibition Day may commence between the hours of 7:00 p.m. and 11:00 p.m. and (b) in no event shall two exhibitions during any Exhibition Day be scheduled on a back-to-back basis. Exhibitions on separate channels of the STE Pay Television Services shall count as separate Exhibition Days; provided that the following shall not be counted as separate Exhibition Days:

(i) (A) Viewings on a Subscription-On-Demand basis; or

(ii) (B) Exhibition of a Licensed Picture on different time zone feeds of the same channel of an STE Pay Television Service, and, provided the following are Mirror Services of each other, exhibition of a Licensed Picture in different formats (e.g., digital and analog, English and Spanish, standard and high-definition) on the STE Pay Television Service. “Mirror Service” shall mean channels on a Pay Television Service with substantially identical programming schedules; provided, that solely in the case of a Spanish-language channel of an STE Pay Television Service, the requirement of “substantially identical programming” shall be applied on a somewhat less stringent basis and, accordingly, shall be deemed satisfied so long as, in every given month, the programming schedule of the Spanish-language channel is at least 75% identical during prime time, and at least 75% identical overall, to that of the primary English-language channel of such STE Pay Television Service .

(i) “Feature-Length” means a running time of not less than 75 minutes, inclusive of credits.

(j) “Film Rentals” shall mean all sums billed and received by, owing to or credited to the account of the theatrical distributor

from its exploitation of the Picture in the Territory as tabulated periodically on the theatrical distributor’s regular domestic film rental report during the period commencing on such Picture’s Initial Theatrical Release and continuing until the first anniversary of such Picture’s Initial Theatrical Release (the “Film Rentals Measurement Period”); provided, that with respect to any amounts billed for which Licensor accepts a settlement of less than full payment, the settlement amounts actually accepted by Licensor, rather than the amounts originally billed, shall constitute “Film Rentals” for purposes of this provision. Film Rentals shall include all monies due from the exploitation of the Picture via direct projection means, regardless of whether such direct projection involves physical print materials or Digital Cinema (but specifically excluding Home Theater, Home Video and Television); provided, that, with respect to all exhibitions on a “four wall” basis, all box office admission amounts received by the theatrical distributor shall be included in “Film Rentals” and all costs of operating such theater which are paid for or assumed by the theatrical distributor in connection with its taking over of such theater for such “four wall” engagement shall be deducted from “Film Rentals” and any transaction with a Licensor Affiliate shall be on an arms-length basis. Film Rentals shall not include any monies (A) owed to, retained by or paid to a theatrical exhibitor, other than monies otherwise payable to the theatrical distributor but rightfully retained by such exhibitor for co-op advertising incurred and actually spent on behalf of such theatrical distributor; (B) received for Television broadcast, including but not limited to, Home Theater, Pay-Per-View, Video-On-Demand, free Television, Pay Television or subscription Television, Sell Through Electronic Video or Internet transmission; (C) attributable to any sales, admission or similar taxes or governmental fees deriving from or otherwise imposed upon Licensor’s use of the Picture or its positive prints thereof; (D)

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received from Non-Theatrical Exhibition; (E) received from Licensor’s exploitation of subsidiary rights from the Picture, such as (without being exhaustive) merchandising, music, music publishing, publishing, soundtrack and recording rights and (F) earned and retained from Licensor’s exploitation of the Picture after the Film Rentals Measurement Period.

(k) “General Theatrical Release” of a Picture shall mean the first day on which the Picture has been released cumulatively on 100 or more

screens within the Territory. Test and marketing previews and so-called “sneak” previews, free and/or charitable screenings, private, limited screenings and releases made on no more screens and for no longer than required in order to comply with Academy Award qualification rules shall not be taken into account in determining whether a General Theatrical Release has occurred, regardless of whether an admission fee is charged.

(l) “Home Theater” shall mean the transmission of a single motion picture transmitted by Television by either VOD or PPV

(in either case, which may be bundled with the right to receive a Home Video version of such motion picture), which PPV or VOD transmission occurs from as early as 4 weeks prior to the Initial Theatrical Release for such motion picture until as late as the conclusion of the 9th week after Initial Theatrical Release for such motion picture for a retail price equal to the following (as applicable): (x) for a Home Theater exhibition commencing prior to July 1 in any particular Year, at least 200% of the U.S. national average box office ticket price for the immediately prior Year, as reported on the MPAA website (or, if not reported on the MPAA’s website, as reported by NATO); or (y) for a Home Theater exhibition commencing on or after July 1 in any particular Year, at least 200% of the U.S. national average box office ticket price for the then current Year, as reported on the MPAA website (or, if not reported on the MPAA’s website, as reported by NATO).

(e) (m) “Home Video” shall mean the exploitation of a motion picture embodied in a Physical Medium that is rented or sold for the sole purpose of private viewing where no admission fee is charged with respect to such viewing. In addition, for the purposes of this Amended & Restated AmendmentAgreement, Home Video shall expressly include Sell-Through Electronic Video, Manufacture-On-Demand, and In-Store Digital Download. Home Video shall also include any digital entitlements (including digital or electronic copies) to a motion picture that are granted to or otherwise offered to any purchaser or owner of a Physical Medium embodying such motion picture (e.g., Ultraviolet, disc-to-digital conversion, digital copy, “virtual locker”/”sky locker” or similar rights) and such digital entitlements shall be treated, for purposes of this Amendment & Restated AmendmentAgreement, the same as the Physical Medium for such motion picture and such digital entitlements shall not constitute Pay-Per-View, Video-On-Demand, Home Theater, In-Store Digital Download or, except as otherwise set forth in this Amended & Restated Amendment, Sell-Through Electronic Video.

(n) “Initial Home Video Release” of a Picture shall mean the first day of its initial Home Video release to the general public within the

Territory, but specifically excluding (i) any releases of a Home Video product embodying a Picture and bundled with or embedded in a hardware product only to the extent such products are bundled with hardware branded with a Licensor Affiliate brand and such hardware has a retail price of at least $100 per unit, (ii) Limited Home Video Releases and (iii) Sell-Through Electronic Video releases of up to seven (7) Pictures per year that are only made available (prior to their respective general Home Video release to the general public) through services owned and/or operated by Licensor or by a Licensor Affiliate; provided, however, that if any such release of a Picture is made greater than 30 days prior to the

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applicable Initial Home Video Release of such Picture, then the date of such release shall count as the Initial Home Video Release with respect to such Picture notwithstanding the above exceptions.

(o) “Initial Pay-Per-View Release” of a Picture shall mean the first day of its initial residential Pay-Per-View release to the general public

within the Territory.

(p) “Initial Theatrical Release” of a Picture shall mean the first day of its initial theatrical release anywhere within the Territory, but

specifically excluding film festivals, test and marketing previews, so-called “sneak” previews, free and/or charitable screenings, private, limited screenings, and releases made on no more screens and for no longer than required in order to comply with Academy Award qualification rules, regardless of whether an admission fee is charged.

(q) “Initial Video-On-Demand Release” of a Picture shall mean the first day of its initial residential Video-On-Demand release to the general

public within the Territory.

(f) (r) “In-Store Digital Download” shall mean the transmission or distribution of a motion picture for which a transaction charge is made to the customer for the privilege of downloading the particular motion picture on a per-transaction basis by any means in any intangible, digital or electronic form now known or hereafter devised from an apparatus in a fixed location outside of a customer’s residence (e.g., a kiosk in a retail store), whether such motion picture is stored in the apparatus or delivered to the apparatus from an off-site server, to any Storage Device. Notwithstanding the foregoing , In-Store Digital Download may also include operating on a subscription basis for which a period fee is charged. For purposes hereof, In-Store Digital Download shall be deemed to be included in the definition of Home Video. For the avoidance of doubt, In-Store Digital Download shall not include operating on a subscription basis for which a periodic fee is charged until the end of the First License Period for a Picture; provided, however, that two-for-one discounts, bundled or installment sales shall not constitute operating on a subscription basis.

(g) (s) “Internet” shall mean the non-licensed, open access, open to the general public (as opposed to an intranet), data delivery network or networks for point-to-point or point-to-multipoint transfer of digital information (including but not limited to video, audio and text) using open protocols (e.g., TCP or IP), wired or wireless, to any device capable of accommodating open protocol, including TV’s, PC’s, set-top boxes and other Internet-enabled devices.

(h) (t) “IPTV” shall mean all forms of delivery of video programming to subscribers over a closed system or other form of private network (and not over the publicly available Internet) employing Internet protocol (e.g. TCP/IP technology) and which are sourced by the same network operator that owns or directly controls the "last mile" to the consumer's premises. Examples of IPTV providers include Verizon’s Fios service and AT&T’s U-verse service.

(i) “Library Feature” shall mean each of the five hundred and ten (510) feature-length motion pictures licensed hereunder and set forth on Exhibit A attached hereto.

(j) “Library Series” shall mean each of the five (5) television series licensed hereunder and set forth on Exhibit A attached hereto.

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(k) “Licensed Picture” shall mean each of the Library Features and the Library Series.

(l) (u) “License Period” for each Licensed Picture shall mean the First License Period and Second License Period of such Picture, collectively, as set forth in Section 3 below.period during which STE may exhibit such Licensed Picture in accordance with the terms set forth herein and , for each title, shall be set forth on Exhibit A. For the avoidance of doubt, a single License Period may be split into more than one window if so indicated on Exhibit A .

(m) (v) “Licensor Affiliate” means Sony Corporation and each present or future subsidiary thereof other than Licensor.

(w) “Limited Home Video Release” of a Picture shall mean limited releases of Home Video product (other than DVD, Blu-ray and Sell-

Through Electronic Video) by Licensor on a format or formats that collectively generates for Licensor in the Territory net revenues in the Year prior to the release of no more than an amount equal to 20% of total net revenues generated for Licensor in such prior Year in the Territory for DVD, Blu-ray and Sell-Through Electronic Video distribution, where “net revenues” mean gross revenues less returns.

(x) “Live Event Program” means a recorded live event (i.e., concerts, stage plays, musicals, dance performances and sporting

events), but not including any motion picture adaptations of, or motion pictures based on, the foregoing events. For clarity, any of the events listed above may still be Qualifying Films hereunder provided that they are not recorded live, but rather are dramatizations or documentaries pertaining to the subject matter thereof.

(n) (y) “Major Production/Distribution Studio” shall mean any of the following entities: (i) Warner Bros., Paramount Pictures Corporation, Twentieth Century Fox Film Corp., Sony Pictures Entertainment Inc., Walt Disney Company, Universal Studios, Inc., Dreamworks, Metro-Goldwyn-Mayer, Inc., Summit/Lionsgate, GK Films, Film District, Relativity Media, CBS Films, the Weinstein Company and any successors thereto if operating in substantially the same manner as such entities operate as of the Effective Date, and (ii) any future MPAA member company; provided, that with respect to any entity covered by the foregoing subclause (ii) (and not subclause (i) above) (A) no such entity shall be considered a “Major Production/Distribution Studio” unless in the Year prior to the Year in which the applicable determination of Major Production/Distribution Studio is required under this Amended & Restated AmendmentAgreement such entity had gross domestic box office revenues of at least $250 million but, (B) with respect to any such entity that is newly created, such entity shall qualify for “Major Production/Distribution Studio” status hereunder (even if it doesn’t otherwise qualify under the foregoing subclause (A)) during the calendar year in which it commences operations and the calendar year following immediately thereafter, so long as such entity is party to an Output Agreement with any of STE, HBO, Showtime, EPIX or Netflix. An “Output Agreement” shall mean an agreement pursuant to which a Major Production/Distribution Studio licenses motion pictures to STE for Pay Television exhibition that (i) is applicable to motion pictures which have Pay Television license periods during the Term of this Agreement and (ii) is for a period of more than one year.

(o) (z) “Manufacture-On-Demand” means a method of distributing video programming on a Physical Medium embodying such video programming whereby such Physical Medium is manufactured upon a customer’s order and purchase of such Physical Medium , and then delivered either to the customer directly or to a retailer for in-store pick-up by the customer.

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For purposes hereof, Manufacture-On-Demand shall be deemed to be included in the definition of Home Video.

(aa) “Minimum Requirements” with respect to a motion picture means that such motion picture has:

(i) P&A Expenses equal to or in excess of $250,000 and a theatrical release on no less than 20 screens at its widest point of theatrical release in the Territory; or

(ii) Negative Costs equal to or in excess of $4,500,000.

(bb) “Negative Cost(s)” means, with respect to a motion picture, the aggregate sum of all direct costs and expenses paid or

incurred by any person in connection with the development, preparation, production, post-production, and completion and delivery of such motion picture, and shall specifically exclude bond fees, financing costs, interest and overhead.

(p) (cc) “Negative Option Basis” shall mean a fee arrangement whereby a consumer is charged alone, or in any combination, a service charge, a separate charge or other charge but is entitled to a reduction or series of reductions thereto on a program-by-program basis or service-by-service basis, as the case may be, in the event such consumer affirmatively notifies the distributor of such consumer’s determination not to receive or have available for reception such particular program or such particular service, as the case may be.

(q) (dd) “New Media” shall mean any means of delivery (including delivery over mobile/cellular networks) other than cable, satellite, IPTV or the Internet.

(r) (ee) “New Closed System Delivery” shall mean all forms of delivery of video programming to subscribers over a closed system or other form of private network (and not over the publicly available Internet) employing any secure protocol, other than Internet protocol, and which are sourced by the same network operator that owns or directly controls the "last mile" to the consumer's premises.

(s) (ff) “Non-Theatrical Exhibition” shall mean the exhibition of a motion picture initiated in educational and institutional facilities, airlines in flight, oil rigs, public transportation, corporate locations, ships-at-sea, U.S. military bases, nursing homes, hospitals, hotels, motels, prisons and other similar locations or forms of transportation, regardless of the technology used for, and the origin of, such delivery, in public, common areas of such locations and forms of transportation and in non-public, non-common areas of such locations and forms of transportation. Notwithstanding the foregoing, the exhibition of motion pictures at college campuses and dormitories by Swank in the manner that it is delivering such exhibition as of the Effective Date (i.e., direct to dormitory rooms and college apartments via closed-circuit delivery for a subscription fee included in the room rate) shall be considered to be included in the definition of Non-Theatrical Exhibition for so long as at least 2 Major Production/Distribution Studios (which may not include Licensor, and one of which must be Walt Disney Company, Universal Studios, Warner Bros. or Twentieth Century Fox Film Corp.) are licensing first run theatrical motion pictures to such Non-Theatrical service.

(t) (gg) “Open Internet Service” shall mean any service or website that offers an STE Service over the Internet on any basis other than an “authenticated” basis to subscribers that subscribe to and receive the corresponding STE Service by means of cable, satellite , IPTV or New Closed System Delivery from a cable, satellite, IPTV or New Closed System Delivery

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provider that offers multichannel video programming services (such provider as applicable, a “Multichannel Video Programming Distributor” or “MVPD”) that provides such subscribers access to the STE Service via the Internet as a value-added service (i.e., for no additional consideration) in connection with their subscription to the corresponding STE Service delivered by means of cable, satellite or IPTV (i.e., so-called “TV Everywhere”). For clarity (but without limiting the generality of the foregoing), so-called over-the-top (“OTT”) services such as Netflix (as it exists on the Effective Date) shall be deemed Open Internet Services for purposes hereof.

(u) (hh) “Open Internet Subscriber” shall mean each consumer that subscribes to an Open Internet Service.

(v) (ii) “OTT Video Package” shall mean a subscription package of video programming made available via the Internet by an OTT provider.

(jj) “P&A Expenses” means, with respect to a motion picture, all costs and expenses paid or incurred by any person in

connection with the theatrical release of such motion picture in the Territory, including, without limitation, the costs of creating and implementing a marketing campaign for such motion picture, costs of advertising such motion picture in various media, costs of printing and distributing promotional materials, costs of manufacturing, packaging, shipping, insuring, delivering and storing release prints and other film and sound materials and costs relating to Digital Cinema (e.g., virtual print fees and electronic transmission costs), and shall specifically exclude bond fees, financing costs, interest and overhead.

(w) (kk) “Pay-Per-View” or “PPV” shall mean the transmission of a single motion picture transmitted by means of Television, on a linear pre-scheduled basis where the start time is scheduled by the distributor and not by the consumer and for which a transactional charge (in cash or in kind) is made to the consumer for the privilege of viewing the particular motion picture, alone or together with any goods or services that may be bundled therewith, on a per-exhibition basis. PPV may be offered on a multiple channel basis with varying scheduling patterns and may offer multiple exhibitions of a single motion picture over a period of time not to exceed 72 hours, but not on a Negative Option Basis. In addition, special limited promotional offers (including give-away coupons, free buys, extended viewing opportunities and the like) shall nevertheless constitute PPV; provided, that the provider making such offer may not make such offer available to any individual consumer for more than 60 days per Year. For this purpose, PPV does not include operating on a subscription basis and, therefore, shall not include any service for which a consumer is charged a “club” or other similar “access” fee (which shall not, for the purposes of this definition, be deemed to include any basic cable, digital/data plan or Internet access fee) solely for the privilege of being able to view motion pictures via PPV, unless such “club” or similar access fee is a nominal sum (i.e., an annual fee not to exceed $10) that is non-creditable against any per exhibition consumer transaction fees and in all events is a charge that is more than merely a fee to gain access to the PPV motion pictures alone. However, PPV may include a service where a consumer is required to pay an equipment rental fee or to purchase equipment in order to obtain such service, provided, that no part of such equipment rental fee or purchase price, as applicable, is credited or paid directly or indirectly to Licensor, and provided further that Licensor, when acting as a retailer and not a wholesaler, may receive an equipment rental fee or purchase price, as applicable, and such equipment rental fee or purchase price shall not count as a “club” or similar access fee, if a majority of Major Production/Distribution Studios, when acting as a retailer and not a wholesaler, are also receiving an equipment rental fee or purchase price. For purposes of clarification, Licensor shall not be deemed to

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have “indirectly” received an equipment rental fee or purchase price if such equipment rental fee or purchase price is received by a Licensor Affiliate that is not an SPE Group Member, including without limitation Sony Corporation of America and Sony Electronics. PPV shall not include transmissions on a Sell-Through Electronic Video basis or exhibitions via Digital Cinema. Home Theater will be considered a form of PPV (or VOD) if (but only if) exploited in a manner inconsistent with the pricing and timing restrictions thereon contained in this Amended & Restated Amendment. For purposes of clarification, (i) the 72 hour period shall commence at the time the motion picture is exhibited for more than five continuous minutes and (ii) if the recipient is able to make a copy of the applicable PPV transmission of the motion picture and does so by taking independent action in addition to ordering the applicable PPV transmission, the fact that such recipient may be able to view such copy beyond the expiration of the aforesaid 72 hour period shall not cause such mode of exhibition to fall outside this definition of “PPV.”

(x) (ll) “Pay Television” shall mean transmissions or exhibitions by any form of Television (including, without limitation, the right to authorize transmission by third parties, including, without limitation, MVPDs, Internet connectivity providers and Open Internet Service providers) to a subscriber of a Programming Service upon payment by such subscriber of a periodic subscription fee charged on a not less than monthly subscription basis except as set forth in Section 16(c), Section 16(d) and Section 2(a)(iii). All such Pay Television channels or services shall be (i) encrypted at all times (except as set forth in Section 16(c)), (ii) on a commercial-free, non-advertiser supported basis, and (iii) offered to such subscriber for an additional charge (for a single channel or service or group of channels or services) over and above the charge to such subscriber for the obligatory basic tier of programming or access. For purposes of clarification, “home-shopping” segments and “infomercials” (as such terms are commonly understood as of the Effective Date) shall each be considered advertiser-supported activities, but (A) billboards and signboards within a given program (which may include the name and/or logo of a third-party commercial entity and/or product), provided, that ads in such billboards and signboards are not served via dynamic insertion, and (B) product placements that are contained in any program (e.g., clothing worn by sports figures) shall not be considered advertiser-supported activities.

(y) (mm) “Physical Medium” means a tangible recording or storage medium now known or hereafter devised, including videotape, video disks, video cassette, laser video disc, standard, HD and Blu-ray DVD, hard drive, portable media devices, flash drives, memory sticks, floppy disks, zip drives and portable storage devices.

(z) (nn) “Programming Service” shall mean a linear, streamed, regularly scheduled Television programming service predominately delivered via broadcast, cable or satellite transmission.

(aa) (oo) “Promotion” shall mean, with respect to an STE Service, a promotion that meets all of the following qualifications: (i) a promotion that is, and is clearly communicated as being, targeted at non-current customers and upgrades wherein the current customers do not have such STE Service prior to the upgrade, (ii) a promotion that is, and is clearly communicated as being, available for a limited time only, the end date of which shall be clearly communicated and (iii) the full price that such STE Service shall be reset to after the promotion is over is clearly communicated.

(pp) “Qualifying Films” means all Feature-Length motion pictures (other than Live Event Programs, subject only to Section 4(e)

(iii) below), rated “R” or less restrictive that have their Initial Theatrical Release during the

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Term; provided, that, other than any Home Theater exhibitions, no general public commercial exhibition of such motion pictures has occurred in the Territory prior to such motion pictures’ respective Initial Theatrical Releases. For the purposes of determining whether a motion picture is eligible to be a Qualifying Film hereunder, if the MPAA’s (of any successor entity’s) rating system is generally abandoned and no equivalent rating system exists which is generally accepted by STE and the Major Production/Distribution Studios, then Licensor and STE shall negotiate a reasonable means of determining the eligibility of motion pictures with respect to the content thereof, based on criteria similar to the MPAA system existing as of the Effective Date.

(bb) (qq) “Sell-Through Electronic Video” means the electronic transmission of a digital file embodying a motion picture for which a per-transaction charge (in cash or in kind) is made to the consumer for the purchase or rental of such digital file, alone or together with any goods or services that may be bundled therewith, and that is authorized for retention by the recipient by means of a Storage Device for a period of more than 72 hours commencing at the time the motion picture is exhibited for more than five continuous minutes (and not at the time the file is received by the recipient), and which shall be deemed to be included within the definition of Home Video for the purposes hereof. For clarity, (i) special limited promotional offers (including give-away coupons, free buys and the like) shall nevertheless constitute Sell-Through Electronic Video; and (ii) the provider making such promotional offer may not make such offer available to any individual consumer for more than sixty (60) days per Year. The parties acknowledge that Sell-Through Electronic Video may be used by consumers for the purpose of “library-building,” in that a consumer may permanently store a motion picture received by means of Sell-Through Electronic Video on Storage Devices. For the avoidance of doubt, Sell-Through Electronic Video shall not include operating on a subscription basis for which a periodic fee is charged, it being agreed that two-for-one discounts, bundled or installment sales shall not constitute operating on a subscription basis.

(rr) “Sony Rent-A-System Film” means a Qualifying Film so designated by Licensor that is Theatrically Released By an SPE Group

Member, satisfies at least one of the Minimum Requirements, and that does not satisfy any of the Additional Elements. Notwithstanding anything to the contrary herein, all Sony-Rent-A-System Films shall be deemed to be “B” Films hereunder (notwithstanding the failure of any such films to satisfy an Additional Element). By way of clarity, the foregoing definition shall only apply (if at all) with respect to 2013 Releases.

(ss) “SPC Film” means any Qualifying Film that is so designated by Licensor, satisfies at least one Additional Element

and at least one of the Minimum Requirements, and is Theatrically Released By an SPE Group Member under the label of Sony Pictures Classics (or any successor to the theatrical distribution operations thereof) or similar “art house” theatrical releasing labels of any SPE Group Member.

(cc) (tt) “SPE Group Member” means LicensorSony Pictures Entertainment Inc. (“SPE”) and any entity for which LicensorSPE . , either

directly or through an unbroken chain of Controlled Entities:

(i) owns at least 50% of the capital stock or similar equity interests of such entity;

(ii) owns or has sufficient interest in any class or classes of securities or other equity interests, individually or collectively, to possess the right, or through any contractual arrangement possesses the right, to elect, designate or remove a majority of such

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entity’s directors or like governing officers, except in the event such election, designation or removal rights are exercisable as a result of (A) the bankruptcy or insolvency of such entity or (B) the default provisions of the governing instrument evidencing such securities or equity interests or the default provisions of the agreement(s) giving rise to the aforesaid contractual arrangement (but this exception (B) shall apply only during the 18 month period following the default event giving rise to such election, designation or removal right and any continuous period thereafter during which any SPE Group Member is actively attempting to dispose of its interest in such entity).

(iii) For purposes hereof, an entity shall be considered a “Controlled Entity” of another entity (the “Controlling Entity”) only if such Controlling Entity owns or has sufficient interest in any class or classes of securities or other equity interests, individually or collectively, to possess the right, or through any contractual arrangement possesses the right, to elect, designate or remove a majority of the Controlled Entity’s directors or like governing officers, except in the event such election, designation or removal rights are exercisable as a result of (A) the bankruptcy or insolvency of the Controlled Entity or (B) the default provisions of the governing instrument evidencing such securities or equity interests or the default provisions of the agreement(s) giving rise to the aforesaid contractual arrangement (but this exception (B) shall apply only during the 18 month period following the default event giving rise to such election, designation or removal right and any continuous period thereafter during which the Controlling Entity is actively attempting to dispose of its interest in such Controlled Entity).

(a) (uu) “STE Pay Television Services” shall mean any of the Pay Television services, without regard to the number of channels of such services, that are operated or managed by STE and for which STE owns at least 50% of the equity or other ownership interest of such service, each of which shall be offered on a not less than monthly subscription basis (other than as specified in Sections 2(a)(iii), 16(c) and 16(d)), which shall be subject to the limitations elsewhere set forth in this Amended & Restated AmendmentAgreement (including, without limitation, Section 1(vvee), 12(c) and 2(d) hereof), and which shall be available solely to subscribers in the Territory.

(b) (vv) “STE Services” shall mean the STE Pay Television Services and the STE SOD Services, either singly or collectively. Except as otherwise provided above, no STE Service shall be permitted to direct viewers to, or include “click-through” options directly to, an Internet web-site or similar Internet or intranet location other than: (i) an Internet web-site or similar Internet or intranet location of STE or any Controlled Entity of STE, provided, that such Internet web-site or similar Internet or intranet location is “branded” and operated by STE or such Controlled Entity of STE and is predominantly focused on STE’s or such Controlled Entity’s owned and operated Pay Television businesses and provided further that such STE Internet web-site or similar Internet or intranet location may be branded or labeled with a reference to the then-current parent company of STE; (ii) a Licensor-approved Internet web-site or similar Internet or intranet location; (iii) the Internet web-site or similar Internet or intranet location for a particular program or program provider, to the extent that the particular program (as delivered to STE by the applicable provider) itself contains the applicable reference (e.g., if STE exhibits a motion picture, such motion picture’s end credits can contain a reference to an Internet web-site for such motion picture or for such motion picture’s provider); and (iv) the Internet web-site or similar Internet or intranet location for a particular third party program or a third party program provider, to the extent that a making-of or similar promotional content therefor (as delivered to STE by the applicable provider) or

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any promotion created by any party for such motion picture itself contains the applicable reference (e.g., if STE exhibits a “making of” feature or other promotion regarding a particular third party’s motion picture, such “making of” can contain a reference to an Internet web-site for such motion picture or for such third party).

(c) (ww) “STE SOD Service” shall mean any SOD service that is operated or managed by STE and for which STE owns at least 50% of the equity or other ownership interest of such service, which shall be subject to the limitations elsewhere set forth in this Amended & Restated AmendmentAgreement (including, without limitation, in Sections 1(vvee), 12(c) and 12(d) hereof) and which shall be available solely to subscribers in the Territory. Except for Un-tethered SOD Services, which may be packaged and/or bundled only in accordance with Section 2(c)(ii) hereof, the STE SOD Services may only be offered as an ‘enhancement’ to the STE Pay Television Services. For purposes hereof, any STE SOD Service will be considered to be offered as an ‘enhancement’ to an STE Pay Television Service only if such STE SOD Service is only offered to and made available to (for no additional consideration) subscribers to such STE Pay Television Service as part of an authenticated access and/or so-called “TV Everywhere” expanded viewing opportunity platform.

(d) (xx) “Storage Device” means any storage technology as may be in use from time-to-time from and after the Effective Date, including without limitation Physical Medium and intangible storage technologies such as remote DVRs and “virtual lockers”/“sky lockers.”

(e) (yy) “Subscription-On-Demand” or “SOD” means a method of viewing motion pictures and other programming with or without DVD functionality at a start time selected by the viewer. An SOD service is not considered Pay Television hereunder, but must otherwise itself satisfy all of the requirements for a Pay Television channel (e.g., commercial-free, non-advertiser supported and as otherwise set forth in the definition of “Pay Television”, including clauses (i) through (iii) thereof), other than the requirement that a Pay Television channel be a linear, regularly scheduled service and, provided that the SOD service is delivered over the Internet, the requirement that it be made available to a subscriber of a Programming Service . No “per transaction” or “per exhibition” charge may be made to subscribers as a condition of receiving and/or viewing any particular programming by means of SOD. In no event shall an SOD service be made available on a Negative Option Basis.

(f) (zz) “Television” shall mean all forms of transmission of video signals from a distance by any means now known or hereafter devised, including without limitation Internet and New Media, to a consumer in a home or other non-public venue, or to a consumer’s personal portable device or Storage Device in the ordinary course of viewing, for personal use. Television shall not include any form of Home Video (including, without limitation, Sell-Through Electronic Video, In-Store Digital Download and Manufacture-On-Demand), Digital Cinema or Non-Theatrical Exhibition hereunder.

(g) (aaa) “Territory” shall mean the United States of America, and its territories, possessions, trusteeships and instrumentalities, including Puerto Rico, Guam and U.S. Virgin Islands, and Bermuda; provided, that Licensor shall use good faith efforts to obtain Pay Television rights in the Bahamas (whether on an exclusive or non-exclusive basis), and provided further, the occasional failure of Licensor (or any SPE Group Member) to obtain Pay Television rights in (x) Bermuda for any Pictures that are not produced by an SPE Group Member shall not be deemed a breach hereunder and (y) any other such territories, possessions, trusteeships and instrumentalities (excluding only Guam, and English-language Pay Television rights for Puerto Rico and the U.S. Virgin Islands) for any Pictures that are not produced by an SPE Group Member shall not be deemed a breach

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hereunder.“Territory” shall mean the United States of America, and its territories, possessions, trusteeships and instrumentalities (including Puerto Rico, Guam and U.S. Virgin Islands), and, subject to Licensor having Pay Television rights, Bermuda .

(bbb) “Theatrically Released By an SPE Group Member” with respect to a motion picture, means that such motion picture was theatrically released in the Territory

under any theatrical releasing label of any SPE Group Member and that an SPE Group Member did any 3 or more of the following in connection with such release:

(i) Booked theaters in the U.S. for the theatrical exhibitions of such motion picture.

(ii) Selected the U.S. release date(s) for the theatrical exhibitions of such motion picture.

(iii) Controlled and had primary responsibility for collecting 100% of the Film Rentals for an SPE Group Member in connection with the U.S. theatrical exhibitions of such motion picture.

(iv) Controlled and had final approval over marketing plan(s) with respect to the U.S. theatrical release of such motion picture.

(v) Controlled and had primary responsibility for ad buys in connection with the U.S. theatrical release of such motion picture.

Without limiting the foregoing, an SPE Group Member may engage third parties to perform the activities set forth in subclauses (iii), (iv) and (v) so long as such SPE Group Member maintains control over such activities.

(ccc) “Third Party Rent-A-System Film” means a Qualifying Film that is so designated by Licensor and that satisfies at least one of the Minimum

Requirements and is not Theatrically Released By an SPE Group Member. Notwithstanding anything to the contrary herein, all Third Party Rent-A-System Films shall be deemed to be a “B” Films hereunder (notwithstanding the failure of any such films to (i) satisfy an Additional Element and (ii) be Theatrically Released By an SPE Group Member).

(ddd) “2009 License Agreement Pictures” shall mean the theatrical motion pictures originally licensed to STE by Licensor under, and pursuant to

the terms and conditions set forth in, the 2009 License Agreement. Except where otherwise expressly indicated herein, the 2009 License Agreement Pictures will constitute “Pictures” under this Amended & Restated Amendment as of the Effective Date.

(h) (eee) “Un-tethered STE SOD Service” shall mean an STE SOD Service that is delivered via the Internet and that is not offered as an ‘enhancement’ to an STE Pay Television Service. For purposes hereof, any such Internet delivered STE SOD Service will be considered to be offered as an ‘enhancement’ to an STE Pay Television Service only if such STE SOD Service is only offered to and made available to (for no additional compensation) subscribers to such STE Pay Television Service as part of an authenticated access and/or so called “TV Everywhere” expanded viewing opportunity platform.

(i) (fff) “Video-On-Demand” or “VOD” shall mean the transmission of a single motion picture transmitted via any form of Television where the start time is scheduled by the consumer and not the distributor, where the consumer can view the motion picture over a period of time not to exceed 72 hours and for which a transactional charge (in cash or in

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kind) is made to the consumer for the privilege of viewing the particular motion picture, alone or together with any goods or services that may be bundled therewith, on a per-exhibition basis, but not on a Negative Option Basis. For clarity, (i) special limited promotional offers (including give-away coupons, free buys, extended viewing opportunities and the like) shall nevertheless constitute VOD; and (ii) the provider making such offer may not make such offer available to any individual consumer for more than 60 days per Year. For this purpose, VOD does not include operating on a subscription basis and, therefore, shall not include any service for which a consumer is charged a “club” or other similar “access” fee (which shall not, for the purposes of this definition, be deemed to include any basic cable, digital/data plan or Internet access fee) solely for the privilege of being able to view motion pictures via VOD, unless such “club” or similar access fee is a nominal sum ( i.e., an annual fee not to exceed $10) that is non-creditable against any per exhibition consumer transaction fees and in all events is a charge that is more than merely a fee to gain access to VOD motion pictures alone. However, VOD may include a service where a consumer is required to pay an equipment rental fee or to purchase equipment in order to obtain such service, provided, that no part of such equipment rental fee or purchase price, as applicable, is credited or paid directly or indirectly to Licensor, and provided further that Licensor, when acting as a retailer and not a wholesaler, may receive an equipment rental fee or purchase price, as applicable, and such equipment rental fee or purchase price shall not count as a “club” or similar access fee, if a majority of Major Production/Distribution Studios, when acting as a retailer and not a wholesaler, are also receiving an equipment rental fee or purchase price. For purposes of clarification, Licensor shall not be deemed to have “indirectly” received an equipment rental fee if such equipment rental fee or purchase price is received by a Licensor Affiliate that is not an SPE Group Member, including without limitation Sony Corporation of America and Sony Electronics. VOD shall not include transmissions on a Sell-Through Electronic Video basis. Home Theater will be considered a form of VOD (or PPV) if (but only if) exploited in a manner inconsistent with the pricing and timing restrictions thereon contained in this Amended & Restated Amendment. For purposes of clarification, (i) the 72 hour period shall commence at the time the motion picture is exhibited for more than five continuous minutes (and not at the time the motion picture is received by the recipient) and (ii) if the recipient is able to make a copy of the applicable VOD transmission of the motion picture and does so by taking independent action in addition to ordering the applicable VOD transmission, the fact that such recipient may be able to view such copy beyond the expiration of the aforesaid 72 hour period shall not cause such mode of exhibition to fall outside this definition of “VOD”.

(j) (ggg) “Year” shall mean calendar year unless otherwise specified.

(k) (hhh) Other Definitions. The following terms will have the meaning set forth in the Section indicated:

Term Section2009 Extension License Agreement Recitals2009 License Agreement Recitals2013 Release 1(c)Account Schedule UAdditional Payments 6(a)Adjusted License Fee 4(e)(i)Affiliate Technology 2(b)(i)Amended & Restated Amendment PreambleAnimated Picture 4(e)(ii)APS Exhibit CArbitrator Determined Weighted Average 2(b)(ii)

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Retail Price(s)Applicable Interval Pictures 2(b)(vi)Approved Licensor Auditor 28(a)(i)Breach-Related Suspension 24Breach-Related Suspension Notice 24(c)(ii)Breaching STE Distributor Affiliate 24Certified Subscriber Report 28(f)Content Protection System Exhibit CContent Usage Model Exhibit CContinuing Guaranteed Obligations 19Controlled Entity 1(ttcc)(iii)Controlling Entity 1(ttcc)(iii)Coordinated National Preview 16(c)(iv)Copy Control Information or CCI 16(b)(i)(A)CSPs Exhibit CDelayed Release Picture 4(e)(i)DTCP Exhibit CDVI Exhibit CEffective Date PreambleEligible Production Company 4(k)Encore Channel 2(d)(i)Entertainment Bundle 2(c)(ii)Excess “A” Films 4(a)(i)Excess “B” Films 4(a)(i)Excess SPC FilmsExisting Basic Cable Agreement

42(ab)(i2)

Expanded Breach-Related Suspension Notice

24(c)(ii)

Fee Generating Open Internet Subscribers Exhibit AFilm Rentals Measurement Period 1(j)First License Period 3(a)(i)First PPV/VOD Window 2(b)(ii)(A)FN Film 4(a)(ii)Free Cable Trials 16(d)(i)Free Internet Trial 16(d)(ii)Guarantee 19HDCP Exhibit CHigh Definition Exhibit CHoliday Themed Picture 3(a)(i)Initial Breach-Related Suspension Notice 24(c)Internet License Fees Exhibit AInternet Services 2(d)(v)Internet Service Terms and Conditions 2(d)(v)Laboratory Exhibit BLater Acquired Significant Service 2(f)License Fees Exhibit ALicensor PreambleLicensor MFN ProvisionsProvision 28(a)(i)Low Volume Rate Card Exhibit AMaking Of 20(a)(i)

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Master Exhibit BMinimum Output Number of Pictures 4(k)Mirror Service 1(hd)(iii)(B) Multichannel Video Programming Distributor or MVPD

1(ggt)

New Version 9Objectionable Restriction 4(g)Open Internet License Fees Exhibit AOTT 1(ggt)Output Agreement 21(b)(v)(Bn)Pay-Per-Stay Room 2(a)(iii)Picture; Pictures 4Playback Clients Schedule UPre-Approved DRM Exhibit CPre-Effective Date Exhibition Day Pictures 2Preview 16(c)(i)Rate Card Exhibit AReinstatement Notice 16(b)(ii)(B)Reinstatement Implementation Notice 24(c)(i)Re-Set Minimum Retail Figures 2(b)(ii)(C)Restricted Materials 9Restricted Picture 4(e)(ii)Right of First Negotiation 4(a)(ii)Second License Period 3(b)Second PPV/VOD Window 2(b)(ii)(C)Section 4(g) More Favorable Terms 4(g)(iii)Section 24(c)(iv) Breach 24(c)(iv)Side Loading Exhibit CSingle-Service Preview 16(c)(iv)SPA Animated Pictures 4(l)SPA Withdrawal OptionSPE 41(lcc)Standard Definition Exhibit CStarz Channel 2(d)(i)STE PreambleStudio Industry 16(b)(i)(A)(I)Suspension 16(b)(ii)(B)Suspension Notice 16(b)(ii)(B)Term 5Ultra-HD Exhibit CVideo Reproductions Exhibit BWide Release Films Exhibit AWithdrawal Causes 15

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2. License . Licensor hereby licenses the Licensed Pictures to STE exclusively (as and to the extent herein provided), under copyright, for exhibition on the STE Services in the Territory during thetheir respective License Periods on the terms and conditions contained herein. STE agrees to pay Licensor the License Fee specified in Section 6 herein for each Licensed Picture, whether or not such Licensed Picture is exhibited, along with the other payments described in Section 6. As of the Effective Date, the rights and the limitations on STE’s promotion and exhibition of Pictures in Section 2 of (and elsewhere in) this Amended & Restated Amendment and on Licensor’s exercise of its Reserved Rights (including all applicable holdbacks) in Section 3 of (and elsewhere in) of this Amended & Restated Amendment shall apply to the 2009 License Agreement Pictures (in lieu of, and not in addition to) the corresponding rights and the limitations set forth in the 2009 License Agreement; provided, that: (x) the foregoing shall not be applied so as to increase the duration of any License Period that commenced prior to the Effective Date nor to add another First License Period or Second License Period (as and if applicable) to any 2009 License Agreement Pictures whose First License Period and/or Second License Period (as applicable) has expired as of the Effective Date; and (y) to the extent that any 2009 License Agreement Picture is in its First License Period at any time during the period commencing on the Effective Date and ending May 31, 2013 (the “Pre-Effective Date Exhibition Day Pictures”), STE’s exhibition rights during such License Period shall continue to be defined, measured and limited in terms of Exhibition Days throughout such First License Period, rather than in terms of Exhibitions.

(a) Rights and Limitations .

(i) STE shall have the right to deliver the STE Services by any means by which Pay Television can be delivered, for private use in non-public venues and to a consumer’s personal portable device or, with respect to an STE SOD Service only, any Storage Device within the Territory, subject to each of the provisions of this Amended & Restated AmendmentAgreement, including without limitation subsection (iv) below and Sections 14 and 1516 hereof. STE’s right to deliver Licensed Pictures over the Internet or New Media shall be conditioned upon STE using security provisions that are equally or more effective and equally or more robust as those used by any of Licensor, HBO, Showtime or any other permitted premium Pay Television service delivering Licensed Pictures or comparable (in terms of age, color/black & white and licensor/producer) theatrical motion pictures over the Internet (including, without limitation, copy protection technology as required pursuant to Section 16) in the Territory; provided, however, that STE shall be required to comply, at a minimum, with the other provisions set forth in Section 16 at all times until the expiration of the last License Period to expire hereunder.

(ii) Additionally, STE shall be authorized by Licensor to exhibit or license the exhibition of the Licensed Pictures only as part of the STE Services on any and all systems available hereunder to STE or utilized by other Pay Television services in the Territory which service temporary or other transient living accommodations including hotels and motels, military bases, prisons, ships, dormitories and the like, Ronald McDonald Houses, oil rigs, and hospitals, provided, that this license does not authorize exhibition in common or public areas.

(iii) In addition to sales on a not less than monthly subscription basis, STE shall be authorized to sell and to allow affiliated delivery systems to sell the STE Services (including STE SOD Services) on a pay-per-stay basis for exhibition in rooms in hotels, motels, resorts, time-shares and other temporary lodging facilities only (each such room is referred to as a “Pay-Per-Stay Room”), as follows: the subscriber shall have the right to purchase only the STE Services, in the same form and on the same

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schedule as their distribution to not less than monthly subscribers, for not less than twenty four hours of continuous service, for a fee separate and apart from fees or charges the consumer pays for other programming, products or services; provided, that STE may not sell or allow affiliated delivery systems to sell Un-Tethered STE SOD Services on the basis described in this Section 2(a)(iii).

(iv) In the event that any STE Pay Television Service is offered on an a la carte, packaged or bundled basis, such STE Service must be made available solely in connection with a mandatory “buy-through” of aat least one (1) bona fide tier of Programming Services including a substantial number of Programming Services available on basic cable as of the Effective Date (including twenty-four (24) hour news channels, broadcast channels, retransmitted local stations and ad-supported cable networks). In addition, any package that includes any STE Pay Television Service that features Pictures in their First License Period must be above at least two (2) such bona fide tiers of Programming Services, it being understood that the second such tier need not be a basic tier consisting of the types of Programming Services listed above, but may be a Pay Television tier or expanded basic tier (i.e., premium tiers) and any package that includes any linear STE Service that features Pictures in their Second License Period must be above at least one (1) such bona fide tier of Programming Services. For clarity, as used herein, “package” shall refer to a tier or collection of Programming Services that are not also each available on an a la carte basis and “bundle” shall refer to a collection of services that are also each available on an a la carte basis.

(v) The rights granted herein do not include the right of STE or its affiliates to sub-distribute, sublicense, or “white label” (i.e., provide to a third party platform that brands such services as their own; e.g., the Yahoo Store), or “power” (e.g., “Yahoo! Video Store powered by Starz” is not permitted, but “Starz Play powered by Verizon” is permitted) the Licensed Pictures without Licensor’s prior written approval. For clarity, subject to the other requirements and provisions of this Amended & Restated AmendmentAgreement, STE may allow a licensee such as Netflix to offer its service on a platform (e.g. Xbox Live), but STE may not allow its licensee to subdistribute. For example, subject to the other requirements and provisions of this Amended & Restated AmendmentAgreement, Netflix is permitted to offer the Netflix service (including Starz Play) on Xbox if the only Xbox users who have access to such service are the ones that have a Netflix subscription that qualifies them to obtain Starz Play. Netflix would not be permitted to offer Starz Play to Xbox users who can access it using only their Xbox account/credentials. For the avoidance of doubt, nothing contained herein limits STE’s ability to have a direct relationship with the third party with whom STE’s pre-existing licensee may also have a relationship; for example, STE may have its own relationship with Xbox, in addition to any relationship Netflix may have with Xbox contemporaneously. Additionally, the parties agree that engaging in a relationship with a trade organization (such as, NCTC, NRTC) to license the STE Services to members of such trade organizations shall not be considered sub-distribution hereunder, and is expressly permitted. For the avoidance of doubt, a consumer who receives an STE Service from a member of any such trade organization shall count as a subscriber to such STE Service for all purposes hereunder.

(vi) With respect to any Un-Tethered STE SOD Service, STE may only include the Licensed Pictures on such Service (as and when otherwise permitted under this Amended & Restated AmendmentAgreement) if such Service also includes

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substantially all of STE’s original programming and substantially all programming then under license to STE pursuant to any and all of STE’s “Output Agreements” (as defined in Section 2(b)(v) below) with Major Production/Distribution Studios (unless Licensor shall otherwise waive such requirement regarding Major Production/Distribution Studio Output Agreement programming in writing following STE’s written request for such a waiver).

(b) Exclusivity and Holdbacks . Prior to and during the First License Period, and during the Second License Period of any Picture,

Licensor shall not license or authorize any Television exhibition (other than on the STE Services) of such Picture or the promotion of any Television exhibition (other than promotion of exhibition on the STE Services) of such Picture to any party in the Territory; provided, however, that (x) pre-promotion of an immediately following non-Pay Television exhibition may be allowed during the final 30 days of the Second License Period; and (y) pre-promotion of an immediately following free Television (e.g., broadcast or basic cable) exhibition may be allowed during the final 30 days of the First License Period for any Picture having an eighteen (18) month First License Period. In addition to the foregoing, Licensor shall not license any Picture to, or authorize the promotion of (1) the exhibition of any Picture by, any Pay Television service exhibited in the Territory (other than STE) or (2) electronic transmission (other than In-Store Digital Download) or exhibition of an intangible format embodying a Picture on a subscription, commercial free basis until after the Second License Period, except as set forth below. Licensor shall not license or authorize the distribution of any Picture via In-Store Digital Download on a subscription basis prior to the end of the First License Period for such Picture.

(i) Notwithstanding Section 2(b) above, (A) Licensor may exhibit (and authorize the exhibition of) each Picture by PPV and VOD, and promote (and authorize the promotion of) such exhibition, in the Territory at any time other than during such Picture’s License Periods, (B) Licensor may exhibit (and authorize the exhibition of) each Picture by PPV and VOD via Internet and New Media (and only via Internet and New Media), and promote (and authorize the promotion of) such exhibition, in the Territory during the entirety of such Picture’s License Periods, and (C) Licensor may in addition exhibit (and authorize the exhibition of) each Picture by PPV and VOD via any means, and promote (and authorize the promotion of) such exhibition, in the Territory during the last three months of the First License Period and during the entirety of the Second License Period of each Picture. However, Licensor will not exploit the Internet rights or New Media rights with respect to a Picture referred to in the foregoing clause (B) through HBO, Showtime or EPIX (and their related web-sites) or any of their respective affiliates, subsidiaries or successors and assigns if the applicable PPV/VOD service is branded with a name that includes the “HBO”, “Showtime”, “Cinemax”, “The Movie Channel”, and/or “EPIX” name(s). Moreover, Licensor shall not be permitted to exploit such Internet rights or New Media rights with respect to a Picture through a web-site owned, operated, managed or controlled by HBO, Showtime or EPIX regardless of the name of such web-site. For purposes of clarification, the parties acknowledge that during the First License Period with respect to a Picture, provided that Licensor’s PPV and VOD exhibitions are available on the Internet, the fact that consumers can access such Internet exhibitions through New Media shall not cause such exhibitions to be in violation of Licensor’s Internet rights set forth in this Section. Further, for purposes of clarification, subject to the immediately following sentence, the parties acknowledge that if a PPV or VOD exhibition of a Picture is purchased by a customer for initial delivery to such customer via the Internet or New Media delivery means, the fact that such customer

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can subsequently access such exhibition and cause it to be redelivered via any means of delivery (e.g., PPV or VOD exhibition is delivered initially via Internet and stored in a “virtual locker”/“sky locker” and subsequently redelivered via Internet to a Storage Device) during the License Periods shall not cause such exhibitions to be in violation of Licensor’s rights set forth in subclauses (B) and (C) of this Section 2(b)(i). Notwithstanding the foregoing, Licensor shall not enter into a commercial agreement with any cable, satellite or telephone company that carries an STE Service pursuant to which such STE affiliate shall have the right to redeliver a Picture initially delivered to a customer via the Internet or New Media delivery means for PPV or VOD exhibition from a “virtual locker”/“sky locker” or remote DVR to a set top box or other comparable in-home unit that a consumer may use to access the services of such cable, satellite or telephone company’s video services, including without limitation a cable or satellite enabled television, DVR, etc. (“Affiliate Technology”) during the period commencing on the first day of such Picture’s First License Period and ending three months before the expiration of such First License Period; provided, however, Licensor may enter into a commercial agreement with such STE affiliates to permit sales of Pictures via PPV and VOD from such company’s web site delivered initially via the Internet and stored in a “virtual locker”/“sky locker” or remote DVR, and is subsequently redelivered to the consumer via any other means of delivery other than Affiliate Technology, as set forth above.During the License Period of each Library Feature, Licensor shall not license or authorize the Television exhibition (other than on the STE Services) of such Library Feature or the promotion of any Television exhibition (other than promotion of exhibition on the STE Services) of such Library Feature to any party in the Territory; provided, however, that Licensor shall have the right to: (A) exhibit (and authorize the exhibition of) any of the Library Features by PPV and VOD, and promote (and authorize the promotion of) such exhibition at any time; and (B) pre-promote (or authorize the pre-promotion of) any immediately following Television exhibition during the final 30 days of such Library Feature’s License Period.

(ii) Licensor remains free at all times to unilaterally determine and set the license fee that Licensor receives for the Internet and New Media PPV and VOD rights. Licensor and STE, however, acknowledge the unusual nature of allowing Licensor to retain these rights during STE’s First License Period and Second License Period and the potential economic effects of that retention. As such, Licensor and STE agree that Licensor’s Internet and New Media PPV and VOD rights to the Pictures during the First License Period, and Licensor’s PPV and VOD rights by any means during the last three months of the First License Period and the entirety of the Second License Period for each Picture, will be subject to Licensor receiving the following amounts per consumer transaction set forth below, subject further to subsection 2(b)(iii) below:

(A) during the first 9 months of the First License Period (the first 8 months with respect to the 2013 Releases and 2009 License Agreement Pictures that have a 16 month First License Period), if Licensor is the wholesaler, not less than 75% of the weighted average wholesale price per consumer transaction which it received from third party distributor(s) for comparable (in terms of time from initial theatrical release) motion pictures during the PPV/VOD window immediately preceding STE’s First License Period, but excluding any VOD window applicable solely to VOD exhibitions that occur as part of a Home Theater exhibition (“First PPV/VOD Window”) and, if Licensor is the retailer, the lower of 75% of the weighted average retail price per consumer transaction for comparable (in terms

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of time from initial theatrical release) motion pictures during the First PPV/VOD Window and $1.99;

(B) during the second 9 months of the First License Period (the second 8 months with respect to 2013 Releases and 2009 License Agreement Pictures that have a 16 month First License Period), if Licensor is the wholesaler, not less than the lower of 40% of the weighted average wholesale price per consumer transaction which it received from third party distributor(s) for comparable (in terms of time from initial theatrical release) motion pictures during the First PPV/VOD Window and $0.99, and, if Licensor is the retailer, not less than the lower of 40% of the weighted average retail price per consumer transaction for comparable (in terms of time from initial theatrical release) motion pictures during the First PPV/VOD Window and $1.99 per consumer transaction; and

(C) during the Second License Period, if Licensor is the wholesaler, not less than the lower of 40% of the weighted average wholesale price per consumer transaction which it received from third party distributor(s) for comparable (in terms of time from initial theatrical release) motion pictures during the next PPV/VOD window after the First PPV/VOD Window (“Second PPV/VOD Window”) and $0.49, if Licensor is the retailer, not less than the lower of 40% of the weighted average retail price per consumer transaction for comparable (in terms of time from initial theatrical release) motion pictures during the Second PPV/VOD Window and $0.99 per consumer transaction.

Licensor shall have the burden of proof as to what the weighted average retail price or wholesale price, as applicable, is in the respective windows. For purposes of determining the weighted average wholesale or retail prices, Home Theater exhibitions, exhibitions on a special limited promotional offer basis (including give-away coupons, free buys, extended viewing opportunities and the like), permitted club or access fees and permitted equipment rental fees or purchase price shall be excluded.

The parties acknowledge that the initial weighted average retail prices for the windows set forth in (A), (B) and (C) above are $3.50, $3.08 and $1.33, as of the Effective Date . If, at any time during any License Period hereunder, 75% or 40%, as applicable, of the actual weighted average retail price for PPV or VOD transactions in the Territory for the windows set forth in (A), (B) and (C) above differs by more than 20% from 75% or 40%, as applicable, of the $3.50, $3.08 and $1.33 initial retail prices specified in the immediately preceding sentence, Licensor and STE shall each have the right to request binding arbitration for the purpose of resetting the weighted average retail price or the minimum per consumer transaction fees set forth in (A), (B) or (C) above to reflect such change in market conditions. In the context of any such arbitration involving transactions where Licensor is acting as the wholesaler, the sole function of the arbitrator shall be to verify the actual weighted average wholesale price for PPV or VOD transactions in the windows set forth in (A), (B) and/or (C). The first time, if ever, that 75% or 40%, as applicable, of the actual weighted average retail prices determined by the arbitrator (the “Arbitrator Determined Weighted Average Retail Price(s)”) differs by more than 20% from 75% or 40%, as applicable, of the $3.50, $3.08 and $1.33 retail prices specified above, the $1.99, $1.99 and $0.99 minimum retail figures set forth in (A), (B) and (C) above shall be reset to $1.99 x (Arbitrator Determined Weighted Average Retail Price for the window set forth in (A) divided by $3.50), $1.99 x (Arbitrator Determined Weighted Average Retail Price for the window

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set forth in (B) divided by $3.08), and $0.99 x (Arbitrator Determined Weighted Average Retail Price for the window set forth in (C) divided by $1.33)(as applicable, the “Re-Set Minimum Retail Figures”). Thereafter, such Arbitrator Determined Weighted Average Retail Price(s) shall be substituted for the $3.50, $3.08 and $1.33 weighted average retail figures set forth above and any further “re-set” of the Re-Set Minimum Retail Figures (and the right to request binding arbitration for purposes of any such “re-set”) shall be triggered only if 75% or 40%, as applicable, of the actual weighted average retail price for PPV or VOD transactions in the windows set forth in (A), (B) and/or (C) differs by more than 20% from 75% or 40%, as applicable, of the Arbitrator Determined Weighted Average Retail Price(s) (in which case a re-set similar to that set forth above shall be implemented). Such arbitration shall be conducted in accordance with Section 22(b).

(iii) Notwithstanding subsection 2(b)(ii) above, Licensor may receive an average per transaction amount with respect to any PPV or VOD transaction of a Picture during its First or Second License Period which is less than the amounts set forth in subsections 2(b)(ii)(A), 2(b)(ii)(B) or 2(b)(ii)(C) above, as applicable, upon payment to STE of an amount equal to the number of consumer transactions at such lower price multiplied by 75% of the difference between the relevant amount as determined pursuant to subsections (b)(ii)(A), (b)(ii)(B) or (b)(ii)(C) above and the actual amount received by Licensor per such lower-priced consumer transaction.

(iv) Without limiting the generality of Licensor’s right to exhibit (and right to authorize the exhibition of) Pictures at any time on a Sell-Through Electronic Video basis, Licensor’s Internet Sell-Through Electronic Video rights to the Pictures during each of STE’s Pay Television License Periods will, given the unusual nature of retaining this right, also be subject to Licensor receiving not less than (a) during the period commencing on the Effective Date and ending on December 31, 2016, $5.95 for Sell-Through Electronic Video transactions that occur during the First License Period and $2.49 during the Second License Period, as applicable, and (b) commencing on January 1, 2017, $4.95 for Sell-Through Electronic Video transactions that occur during the First License Period and $1.98 during the Second License Period, as applicable, each per retail or wholesale Sell-Through Electronic Video consumer transaction, provided, that Licensor may receive less than $5.95 (or $4.95, as applicable) during the First License Period and $2.49 (or $1.98, as applicable) during the Second License Period, as applicable, per retail Sell-Through Electronic Video consumer transaction upon payment to STE of an amount equal to the number of consumer transactions at such lower price multiplied by 75% of the difference between $5.95 (or $4.95, as applicable) and $2.49 (or $1.98, as applicable), as applicable, and the actual amount received by Licensor per such lower-priced consumer transaction. For purposes of clarification, a Sell-Through Electronic Video consumer transaction (whether wholesale or retail) may result in the delivery of multiple Pictures (on a non-subscription basis), provided, that Licensor must receive not less than $5.95 (or $4.95, as applicable) or $2.49 (or $1.98, as applicable), as applicable, multiplied by the number of Pictures included in such transaction. Notwithstanding the above, Licensor shall at all times remain free to unilaterally determine and set its license fee(s) for Sell-Through Electronic Video rights. Notwithstanding the foregoing, the terms of this subsection 2(b)(iv) (including, without limitation, the obligation to make any payments to STE if Licensor receives amounts below the stated amounts for Sell-Through Electronic Video transactions), shall not apply to Sell-Through Electronic Video entitlements that are bundled with consumer electronics devices (e.g., telephones, televisions, DVD or Blu-ray players, or gaming consoles, and the like) or

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high-value consumer goods or services, (as distinguished from low-value goods such as newspapers, magazines, or consumable products such as beer or soda or the like).

(v) PPV and VOD MFN for Licensor.

(A) If, subsequent to the Effective Date and prior to the end of the Term, STE enters into or amends any Output Agreement (as defined below) under which agreement or amendment the licensor thereunder is permitted to exploit motion pictures licensed thereunder during STE’s Pay Television “windows” by way of PPV or VOD, and such Output Agreement contains terms more favorable to the licensor thereunder with respect to delivery of motion pictures by such licensor by means of PPV or VOD than the terms contained in Sections 2(b)(i), 2(b)(ii) or 2(b)(iii), as applicable, are to Licensor, or such Output Agreement contains terms more favorable to the licensor thereunder with respect to limitations on “club” or similar access fees for PPV or VOD than the terms hereof are to Licensor, then STE shall so notify Licensor of the terms of such Output Agreement related to such rights within 60 days of the execution of such Output Agreement or amendment thereof Licensor shall then have the right, exercisable by written notice within five (5) business days after receipt of such notification (or within 5 days within completion of an audit, if applicable), to inform STE that this Amended & Restated Amendment is modified to incorporate all, but not less than all, of such PPV or VOD -related terms, as applicable, effective on the date which is the effective Pay Television availability date of the first motion picture under such Output Agreement or the effective date of such amendment, as the case may be.

(B) An “Output Agreement” shall mean an agreement pursuant to which a Major Production/Distribution Studio licenses motion pictures to STE for Pay Television exhibition that (i) is applicable or, after giving effect to any post-Effective Date amendment contemplated by Section 2(b)(v)(A) above, becomes applicable (or that, in either case, upon the exercise of one or more options may be applicable) to substantially all motion pictures which have an Initial Theatrical Release during any portion of the Term and (ii) is for a period of more than one year.

(vi) At any time between the License Periods, Licensor may exhibit or authorize the exhibition of a Picture on any form of Television other than (i) Pay Television or (ii) on a subscription, commercial free basis, any electronic transmission or exhibition of an intangible format embodying a Picture, provided that the foregoing shall not prohibit In-Store Digital Download on a subscription basis at any time after the end of the First License Period. Notwithstanding the foregoing sentence or any other provision in this Section 2(b) above, during each Year Licensor shall have the right to exhibit (or authorize the exhibition of) up to seven and one-half percent (7.5%) of the Pictures that are between their First License Period and Second License Period at any one time (such Pictures being referred to for purposes of this subsection 2(b)(vi) as the “Applicable Interval Pictures”) over any SOD services owned and/or operated by Licensor and/or a Licensor Affiliate and delivered only via the Internet and/or New Media networks. In the event that the aforesaid seven and one-half percent (7.5) calculation results in other than a whole number, the number of permissible Applicable Interval Pictures shall be determined by rounding up to the next whole number. By way of example, if the seven and one-half percent calculation results in a figure of 5.25, the number of Applicable Interval Pictures would be rounded up to 6. The Applicable Interval Pictures shall be selected by Licensor in its sole discretion;

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provided, that, no particular Applicable Interval Picture shall be offered on any applicable SOD service pursuant to the provisions of this subsection 2(b)(vi): (x) for more than two (2) consecutive months at a time, (y) more than once per Year (regardless of length, but with each individual period being subject to the limitation in the preceding clause (x)), nor (z) during the first twelve (12) months following the expiration of the First License Period for such Applicable Interval Picture. Additionally, the restrictions in clauses (i) and (ii) of the initial sentence of this Section 2(b)(vi) shall not prohibit Licensor from exhibiting or authorizing the exhibition of Pictures at any time between the License Periods on Programming Services (e.g., Sundance Channel, SONY Movie Channel and HD Net Movies) that are not ad supported but are otherwise generally distributed as part of a programming tier or package of channels that does not include premium Pay Television channels (e.g., HBO, EPIX, Showtime and Starz); provided, that, the exhibition of the Pictures on such Programming Service must include at least four (4) commercial or promotional interruptions of not less than fifteen seconds (0:00:15) in duration per interruption that, in each case, contain only full-screen advertisement(s) or other promotional content. For the avoidance of doubt, Licensor’s rights in the immediately preceding sentence shall include the right to exploit Pictures on an on-demand basis on any on-demand enhancement of such Programming Service so long as such Programming Service complies with the restrictions and conditions set forth in the immediately preceding sentence.

(i) (vii) Notwithstanding anything to the contrary herein (and without limiting Licensor’s other rights herein), Licensor may exhibit up to 2 Pictures per Year on a free on-demand basis (and authorize the exhibition of) and promote (and authorize the promotion of) such exhibition, in the Territory at any time only in accordance with the following: (A) the exhibition of any single Picture pursuant to this subsection shall be no more than 2 months in length; and (B) such exhibition must be packaged with the purchase of a consumer electronics product or service of a Licensor Affiliate (e.g. Bravia television, Bravia Internet Video Link, PlayStation) with a retail price of not less than $100 in a single transaction.During the License Period of each Library Series, Licensor shall not license or authorize the Television exhibition (other than on the STE Services) of such Library Series or the promotion of any Television exhibition (other than promotion of exhibition on the STE Services) of such Library Series to any party in the Territory; provided, however, that Licensor shall have the right to: (A) exhibit (and authorize the exhibition of) any of the Library Series by PPV and VOD, and promote (and authorize the promotion of) such exhibition at any time; (B) exhibit (and authorize the exhibition of) any of the Library Series other than “227” by free broadcast syndication and, provided such exhibition is pursuant to an Existing Basic Cable Agreement, by basic cable, and promote (and authorize the promotion of) such exhibition at any time, and (C) exhibit (and authorize the exhibition of) the Library Series “227” by free broadcast syndication and, provided such exhibition is pursuant to an Existing Basic Cable Agreement, by basic cable, and promote (and authorize the promotion of) such exhibition during the first five (5) months of its License Period. For the avoidance of doubt, Licensor’s rights in clauses (B) and (C) of the immediately preceding sentence shall include the right to exploit the Library Series on an on- demand basis on any on-demand enhancement of such free broadcast syndication service or basic cable service . “Existing Basic Cable Agreements” shall mean each basic cable license agreement in effect as of the Effective Date (including any renewals, extensions, amendments or other modifications thereto) between Licensor and each of Viacom, BET, Up, Aspire and TV One.

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(ii) For the avoidance of doubt, with respect to any Licensed Picture with a License Period that is split into more than one window, the restrictions on Licensor’s exhibition rights set forth in subsections (i) and (ii) above shall apply only during such windows and not during any period intervening between such windows.

(c) Internet Delivery .

(i) Marketing . STE shall cause any STE Service exhibiting any of the Licensed Pictures via the Internet to be clearly and prominently branded as an STE Service (e.g., “Starz Play”). The “Starz” logo or other form of STE Service branding shall appear on all title detail pages with respect to the Licensed Pictures and on a pre-roll “bumper” prior to the commencement of playback of a Licensed Picture. STE shall use its reasonable efforts to place the “Starz” logo on the downloaded player (as applicable). STE shall have a dedicated “Starz” branded environment/web page on each Internet service enabling users to browse only the programs exhibited on the STE Service, including the Licensed Pictures; and shall be permitted to include the Licensed Pictures in all applicable categories and listings of content available on a third party website (including, without limitation, general categories such as “All Pictures” and genres and sub-genres of motion pictures such as comedy, action, drama, and in mixed results of a search); provided, that STE shall not be permitted to list Licensed Pictures with any Adult Program (other than Adult Programs that have been or are exhibited on any of the services currently known as HBO, Cinemax, Showtime or The Movie Channel), and provided, further, that all title listings (or rollover of a title listing) and title art that appears on any Internet service combined with third party content shall be marked with the “Starz” logo and/or other comparable branding for the STE Service. STE shall use commercially reasonable efforts to cause its logo or comparable branding to appear prominently and persistently in the main entry-level webpages of all Internet services delivering the STE Services. Unless otherwise set forth above, in each place that any Licensed Picture is listed or displayed, STE shall use its commercially reasonable efforts to cause the Starz branding and/or logo to be prominently displayed.

(ii) Tiering and Packaging of Un-Tethered STE SOD Services and Linear Open Internet Services. Without limiting the provisions of Section 2(a)(iv):

(A) Un-Tethered STE SOD Services and STE Pay Television Services offered by an Open Internet Service exhibiting any Licensed Picture(s) may be sold on an a la carte basis, direct to consumers and/or bundled or packaged:

(a) With an OTT Video Package comprised solely of an “Entertainment Bundle” (as defined below), not less than 2/3 of which shall be premium video content (i.e. feature-length films or episodes of long-form television series) but not so-called “user generated content;”

(b) With high speed Internet access; and/or

(c) As part of Amazon’s “Prime” service, as such service is configured and offered as of the Effective Date.

As used herein, “Entertainment Bundle” shall mean a bundle that is delivered over the Internet comprised solely of filmed programming, video games, music, books and newspapers, but in no event Adult Programs or similar adult content.

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STE may propose other bundling or packaging of the STE Services (in addition to that set forth above) for Licensor’s prior approval, in which instance Licensor agrees to give due consideration to STE’s request, in good faith, taking into account all relevant facts and circumstances (including, without limitation, the premium nature of the goods/services with which SPE then bundles or packages (or has bundled or packaged within the immediately preceding four (4) month period) any Licensed Pictures made available by SPE or any SPE Group Member on a PPV or VOD basis prior to such Licensed Pictures’ First License Period hereunder, the specific goods/services with which the STE Services would be bundled or packaged, STE’s and Licensor’s respective competitive considerations, an assessment as to whether the proposed bundled/packaged offering is likely to preserve or erode the “premium” nature of the STE Services and/or the “value” of the Licensed Pictures in the mind of consumers and Licensor’s “downstream” licensees, and the duration of the proposed bundled/packaged offering).

(B) In no event may an Open Internet Service bundle any Un-Tethered STE SOD Service or STE Pay Television Service with anything other than the items described in subsection (A) above without first obtaining Licensor’s written consent.

(C) If any Un-Tethered STE SOD Service or STE Pay Television Service is offered on an Open Internet Service on an a la carte basis over and above an OTT Video Package, then the price for such a la carte option must be described prominently within such Open Internet Service’s package descriptions and websites.

(iii) Limitations on Un-Tethered STE SOD Services . An Un-Tethered STE SOD Service shall be required to charge a periodic subscription fee no more frequently than monthly (and in no event shall an Un-Tethered STE SOD Service be made available on a Negative Option Basis).

(iv) Internet Restrictions . From and after the Effective Date, (a) STE shall not, and shall contractually bind its Open Internet Service licensees not to, refer to any STE Pay Television Service or STE SOD Service delivered on an OTT basis as being any form of “free,” in any marketing, advertising, promotion or other public communication except as a part of a Promotion, (b) STE shall not, and shall use commercially reasonable efforts to contractually bind its licensees not to, refer to any STE Pay Television Service or STE SOD Service delivered via the Internet as being offered “at no additional cost” and the like, and (c) STE shall not, and shall use commercially reasonable efforts to contractually bind its licensees not to, refer to any STE Pay Television Service or STE SOD Service delivered via the Internet or by or on behalf of cable, satellite, IPTV and/or New Closed System Delivery Companies over the Internet on a so-called “TV Everywhere” basis as being offered “at no additional cost” and the like without also including a message that TV Everywhere access to the STE Pay Television Service or STE SOD Service is available “at no additional cost with your Starz subscription”. For clarity, messages where consumers are being encouraged to subscribe to an STE Service in order to get something else for free are permissible. The occasional and inadvertent failure of an STE affiliate to comply with the terms and conditions of this subsection 2(c)(iv) shall not constitute a breach by STE hereunder, provided that upon learning of such failure, STE promptly commences (but in no event more than seventy-two (72) hours after learning of such failure) to act in good faith to remedy any such failure and

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takes all reasonable action necessary to remedy such failure as soon as practicable and in any event within the cure period, if any, set forth in the applicable distribution agreement between such non-complying STE affiliate and STE.

(d) Other SOD Terms and Conditions . STE SOD Services (regardless of means of delivery, unless otherwise expressly stated) may only be made available to subscribers , subject to the following limitations.

(i) STE SOD Services (other than Un-Tethered SOD Services) must only be made available to subscribers of a STE Pay Television Service. In each calendar month, subscribers to (A) the STE Pay Television Service currently known as Starz or a comparable STE Pay Television Service (in terms of when, within their first Pay Television “window,” motion pictures are scheduled for Pay Television exhibition and pricing to STE licensees) (each, a “Starz Channel”) shall have the right to access any Licensed Picture via SOD during (but only during) STE’s License Period(s) for such Licensed Picture and at all times subject to Section 2(d)(i)(1) and Section 2(d)(ii) below; (B) an STE Pay Television Service which is scheduled in a manner comparable to the STE Pay Television Service currently known as Encore (in terms of when, within their first Pay Television ‘window,” motion pictures are scheduled for Pay Television exhibition and pricing to STE licensees) (each, an “Encore Channel”) shall have the right to access any Picture via SOD Licensed Picture via SOD during (but only during) STE’s License Period(s) for such Licensed Picture and at all times subject to Section 2(d)(i)(2) and Section 2(d)(ii) below; and (C) a STE Pay Television Service other than a Starz Channel or an Encore Channel shall have the right to access via SOD only those Licensed Pictures which are scheduled on such STE Pay Television Service(s) during such month to which a consumer subscribes, but only during STE’s License Period(s) for each such Licensed Picture and subject to Section 2(d)(ii) below; provided, however, that:

(A) (1) subscribers to a linear Starz Channel shall have the right to access a Licensed Picture via SOD only during the period (A) commencing on the later of the (I) first day of the full calendar month immediately preceding the month that such Licensed Picture is exhibited on such linear Starz Channel, and (II) date 45 days immediately before the date such Licensed Picture is exhibited on such linear Starz Channel and (B) ending the date 45 days after such Licensed Picture is exhibited on such linear Starz Channel; and

(B) (2) subscribers to a linear Encore Channel shall have the right to access a Licensed Picture via SOD only during the period (A) commencing on the later of the (I) first day of the full calendar month immediately preceding the month that such Licensed Picture is exhibited on such linear Encore Channel and (II) the date 45 days immediately before the date such Licensed Picture is exhibited on such linear Encore Channel and (B) ending the date 45 days after such Licensed Picture is exhibited on such linear Encore Channel.

Additionally, all exhibitions via SOD shall be subject to and in accordance with the other limitations set forth herein. The Licensed Pictures shall constitute not more than one-half of the total number of motion pictures on any single STE SOD Service (by way of clarity, including any Un-Tethered STE SOD Service) in any calendar quarter . STE represents and warrants that more than one-half of each and every single STE SOD Service (by way of clarity, including any Un-Tethered STE SOD Service) on which Licensed Pictures are exhibited shall be comprised at all times of theatrically

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released motion pictures. If at any time during the Term STE is party to an Output Agreement with any other Major Production/Distribution Studio, then STE shall possess the right from such Major Production/Distribution Studio to exhibit “first-run” motion pictures on an SOD basis delivered over the Internet and New Media and such rights shall remain in effect until at least the end of the term of such Output Agreement.

(ii) A Licensed Picture may be made available for viewing by subscribers by SOD on an STE SOD Service and, if electronically downloaded on a subscriber’s Storage Device for viewing on an SOD basis, may be accessible (i.e., viewable) on such Storage Device, only during the applicable Licensed Picture-access periods noted above in Section 2(d)(i); provided, however, in no event may any Licensed Picture be available for SOD viewing on an STE SOD Service (or, if electronically downloaded on a subscriber’s Storage Device for viewing on an SOD basis, be accessible on such Storage Device) during the last thirty (30) days of its First License Period.

(iii) All exhibitions of Licensed Pictures by SOD shall be subject to the provisions of this Amended & Restated AmendmentAgreement including without limitation those contained in Sections 14 and 16.

(iv) In order to control accessibility to Licensed Pictures delivered via SOD on an STE SOD Service, STE agrees that, following the initial receipt and storage on a subscriber’s Storage Device of a SOD transmission of a Licensed Picture, such SOD transmission shall not be capable of being retransmitted, transferred or otherwise copied to any other recording device or Storage Device, provided, that a temporary “caching” or “buffering” that is necessary to enable the subscriber to view such Licensed Picture in the ordinary course as permitted under this Amended & Restated AmendmentAgreement shall not be prohibited; provided, that, subject to any further restrictions arising under Section 16 below, the foregoing shall not be construed to require STE to preclude a subscriber from being able to copy onto a digital video recorder for time-shifting purposes, by means of an independent action taken by the subscriber, the uncompressed signal being transmitted to such subscriber’s television or other monitor in the ordinary course of such subscriber’s viewing of such Licensed Picture. For the avoidance of doubt, in no event shall any Licensed Picture recorded by a subscriber on a digital video recorder remain accessible (i.e., viewable) on such digital video recorder after the last day of the License Period during which such Licensed Picture was initially delivered and STE shall only enable such personal video recorder functionality where the foregoing restriction can be enforced. In no event shall Licensed Pictures delivered via SOD on an STE SOD Service be transferred from a Storage Device to any other device; it being acknowledged that STE may “side load” digital files to an end user’s Storage Device from a personal computer to the extent permitted under, and subject to, Exhibit C and Schedule U.

(v) Licensor Affiliate Delivery of STE Internet Services : If any Licensor Affiliate that offers goods or services in the Territory that are similar to any other then-current licensee of STE desires to license any STE Services distributed via the Internet (“Internet Services”), such Licensor Affiliate shall notify STE and STE shall negotiate in good faith with such Licensor Affiliate the terms and conditions pursuant to which STE would license to such Licensor Affiliate those Internet Services (the “Internet Service Terms and Conditions”). STE agrees that such Internet Services Terms and

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Conditions shall be non-discriminatory to such Licensor Affiliate taking into account then prevailing market conditions. STE shall only be required to grant such Licensor Affiliate the Internet Services Terms and Conditions on an all-or-nothing basis, and only for so long as such the same are in effect for any third party to whom such terms were originally granted, as applicable. Notwithstanding the foregoing, Internet Services Terms and Conditions offered to such Licensor Affiliate shall be adjusted in good faith by STE with respect to any terms or conditions that the Licensor Affiliate cannot reasonably perform or for any other reasonable differentiating factors (such as difference in numbers of subscribers and adoption rates). For clarity and notwithstanding any provision of this Amended & Restated Amendment to the contrary, a subscriber receiving STE Internet Service(s) from any such Licensor Affiliate shall not count toward the twenty-five million (25,000,000) subscriber threshold figure described in Paragraph II of Exhibit A attached hereto, and STE shall not have any obligation to remit any Open Internet License Fees under said Paragraph II of Exhibit A to Licensor hereunder in connection with such subscribers; provided, however, that STE shall nevertheless report the number of such subscribers, if any, in each Certified Subscriber Report provided to Licensor pursuant to Section 28(f) below.

(e) Exhibition Limitations on Major Production/Distribution Studio-Named Channels . STE shall not be permitted to exhibit any of the Licensed Pictures on any channel that contains in its name any name of another Major Production/Distribution Studio (or variation of such names).

(f) Exhibitions on a Later Acquired Significant Service . If STE shall acquire a fifty percent (50%) or greater ownership interest in, and shall operate or manage, any of the Pay Television services currently known as “Showtime,” “EPIX”, “HBO,” “Cinemax,” “The Movie Channel,” “Netflix,” “Amazon,” “Hulu,” or “Xfinity” (“Later Acquired Significant Service”), STE shall have the right either to:

(i) exhibit a Licensed Picture on such Later Acquired Significant Service in which case the License Fee for each Licensed Picture that is exhibited on such Later Acquired Significant Service shall be equal to the License Fee for such Licensed Picture as set forth in Paragraph I of Exhibit A multiplied by:

(A) 105%, if the Later Acquired Significant Service is any of the services noted above other than “HBO” or “Cinemax”; or

(B) 110%, if the Later Acquired Significant Service is any of the services currently known as “HBO” or “Cinemax”.

For purposes of clarification, the highest License Fee per Licensed Picture set forth on Exhibit A shall also be increased for an applicable Licensed Picture by the relevant amount set forth above. Further, by way of clarity, any and all calculations of the License Fee for any Picture affected by an election pursuant to this Subsection 2(f)(i), including, without limitation, any calculation made pursuant to Section 3(c), Section 4(a)(i)(A), Section 4(a)(i)(B) and Section 4(e), as and if applicable, shall be made after giving effect to the provisions of this Section 2(f).

or

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(ii) not exhibit a Licensed Picture on such Later Acquired Significant Service, notwithstanding its status as a STE Service, in which case the License Fee for such Licensed Picture will be as set forth on Exhibit A.

By way of clarity, the License Fee adjustment above shall apply (and the calculation applied on a compounded basis) each time that STE acquires a Later Acquired Significant Service and makes the election described in Subsection 2(f)(i) above.

3. Exhibition Rights .

(a) First License Period.

(i) STE shall have the exclusive right to exhibit each Picture licensed hereunder for three hundred (300) Exhibitions (in the aggregate) on up to 10 channels of the STE Pay Television Services (for purposes of clarification, SOD services shall not count as channels and multiple time zone feeds and Mirror Services shall count as a single channel) during such Picture’s First License Period; provided, however that the foregoing provision limiting the number of Exhibitions in the aggregate to three hundred shall not apply to any Pre-Effective Date Exhibition Day Picture (it being understood and agreed that STE shall be permitted to exhibit any such Pre-Effective Date Exhibition Day Picture on 120 Exhibition Days during its First License Period). As used herein, the “First License Period” means for Pictures having an Initial Theatrical Release on or prior to December 31, 2013, a 16 month period, and , for Pictures having an Initial Theatrical Releases on January 1, 2014 or later, an 18 month period, in each case, commencing on its Availability Date. The Availability Date for each Picture, other than a Holiday Themed Picture (as defined below) , shall be determined by Licensor in its sole discretion and be no later than the earliest to occur of 13 months after such Picture’s Initial Theatrical Release, or 10 months after such Picture’s General Theatrical Release, 3 ½ months after its Initial Pay-Per-View Release or Initial Video-On-Demand Release, and 4 ½ months after such Picture’s Initial Home Video Release. The Availability Date for each Holiday Themed Picture shall be determined by Licensor in its sole discretion and be a date no earlier than a date which would permit STE to exhibit such Picture over two relevant holidays (i.e., two Thanksgivings if a Thanksgiving-themed Picture, and two Christmases if a Christmas-themed Picture); provided, that in no event shall such Availability Date be later than 24 months following the General Theatrical Release. Notwithstanding anything to the contrary in this Amended & Restated Amendment, for purposes of Sections 3(a)(i) and 3(a)(ii): (x) all references to a Picture’s Initial Video-On-Demand Release and Initial Pay-Per-View Release shall expressly exclude any PPV/VOD exhibitions that occur as part of a Home Theater exhibition; and (y) all references to a Picture’s Initial Video-On-Demand Release, Initial Pay-Per-View Release and Initial Home Video Release shall expressly exclude any exhibitions covered by Section 2(b)(vii) above. A “Holiday Themed Picture” shall mean any Picture with a General Theatrical Release occurring in November or December with specific references to Thanksgiving, Christmas or Hanukkah.

(ii) Notwithstanding Section 3(a)(i), for up to one Picture per Year that is a re-release and up to two other Pictures per Year, the First License Period may commence on a date which is the earliest of 18 months after such Picture’s Initial Theatrical Release, or 15 months after such Picture’s General Theatrical Release, or eight months after such Picture’s Initial Video-On-Demand Release, or six months after such Picture’s Initial Home Video Release or Initial Pay-Per-View Release.

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(iii) Notwithstanding Section 3(a)(i), but solely with respect to up to three (3) Pictures that are 2013 Releases, such Pictures to be selected by STE in its sole discretion within the time period set forth below, the First License Period shall be an eighteen month period commencing on the date as determined in accordance with Section 3(a). STE shall make its selection of the up to three Pictures within 30 days of Licensor’s delivery to STE of Licensor’s designation of the Availability Date for a Picture pursuant to a notice as provided for in Section 27; provided, that Licensor shall have the right to request, in writing, that STE make such selection prior to Licensor’s delivery to STE of Licensor’s designation of the Availability Date for a Picture pursuant to a notice as provided for in Section 27. In such event, STE shall make its selection earlier, and within the requested response time set forth in Licensor’s applicable request, which response time may be as short as five business days from the date of STE’s receipt of such request in the case of a request that immediately precedes or follows the Initial Theatrical Release of such Picture; provided, that in no event shall STE have any obligation to respond prior to the first Friday after the first Monday following the relevant Picture’s Initial Theatrical Release. STE’s failure to provide Licensor of STE’s decision with respect to a particular Picture within the applicable response period shall be deemed to be STE’s election that such Picture shall not have an extended First License Period under this Section 3(a)(iii).

(b) Second License Period. STE shall have the exclusive right to exhibit each Picture licensed hereunder for one hundred twenty

(120) Exhibition Days (in the aggregate) on up to 10 channels of the STE Pay Television Services (for purposes of clarification, SOD services shall not count as channels) (i) for each Picture having an Initial Theatrical Release prior to January 1, 2017, during a 13-month period and (ii) for each Picture having an Initial Theatrical Release on January 1, 2017 or later, a 15-month period (“Second License Period”) which shall commence between one year and six years and one month after the end of the First License Period of such Picture. Licensor shall notify STE in writing of the commencement date of the Second License Period at least one hundred fifty (150) days prior to such date. Notwithstanding the foregoing, if Licensor fails to notify STE by two years after the end of the First License Period of a Picture that Licensor has entered into one or more permitted Television license agreements with respect to such Picture, and Licensor fails to so notify STE within 10 days after receipt by Licensor of a notice from STE informing Licensor of such failure, then the Second License Period for such Picture shall commence five months after the date of STE’s notice to Licensor of such failure.

(c) Window Interruptions. For up to two Pictures per release Year, which Pictures for such release Year shall not be among the top

three box office Pictures to be licensed hereunder for such release Year, Licensor may interrupt STE’s First License Period for a single exhibition on any Television service (other than a Pay Television service) in the Territory that Licensor or any Licensor Affiliate operates or manages, provided, that Licensor or such Licensor Affiliate, as applicable, must have an ownership interest in such service, with a corresponding extension of STE’s First License Period. Such interruption shall occur no earlier than the 12th month of the First License Period and shall last no longer than three months within such interruption period. Licensor shall notify STE in writing if a Picture’s First License Period is to be interrupted not later than the end of the sixth month of such Picture’s First License Period. No promotion of such exhibition of such Picture may occur until the interruption period begins. The License Fee for a Picture whose First License Period is interrupted pursuant to this Section 3(c) which is exhibited only in the Spanish language shall be 75% of the License Fee determined

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pursuant to Exhibit A and the License Fee for a Picture whose First License Period is interrupted pursuant to this Section 3(c) which is exhibited in the English language shall be 66% of the License Fee determined pursuant to Exhibit A. If a Picture’s First License Period is interrupted in accordance with the terms of this Section, the amount by which the License Fee for such Picture is reduced shall be deducted by STE from each payment made to Licensor after the date of determination of the amount of reduction until such amount has been fully recouped by STE.

4. Picture Qualifications. “Picture” or “Pictures” shall mean, individually or collectively as the context requires, all Qualifying Films

(including Sony Rent-A-System Films and Third Party Rent-A-System Films) licensed in accordance with this Section 4(a).

(a) Commitment .Library Features. STE shall have the right to exhibit each Library Feature with a 15-month License Period on not more than 105 Exhibition Days (in the aggregate) on up to 10 channels of the STE Services during its License Period (for purposes of clarification, SOD Services shall not count as channels) . If a Library Feature has a License Period that is longer or shorter than 15 months, the foregoing maximum permitted number of Exhibition Days shall be increased or decreased, respectively, on a pro-rata basis. By way of example, a Library Feature with a 12-month License Period shall have a maximum of 84 Exhibition Days during its License Period and a Library Feature with a 16-month License Period shall have a maximum of 112 Exhibition Days during its License Period.

STE shall license from Licensor hereunder the following: With respect to 2013 Releases: (i) all “A” Films, subject to a cap of not more than 25 such films released per Year, (ii) all SPC Films, subject to a cap of not more than 15 such films released per Year; and (iii) all “B” Films, subject to a cap of not more than 10 such films released per Year, of which not more than 4 shall be Third Party Rent-A-System Films acquired from no more than a single source per Year, and not more than 6 shall be Sony Rent-A-System Films acquired from no more than 2 sources per Year including MGM. With respect to Pictures having an Initial Theatrical Release in 2014 or later (but during the Term): (i) all “A” Films, subject to a cap of not more than 25 such films released per Year, (ii) all SPC Films, subject to a cap of not more than 15 such films released per Year; and (iii) all “B” Films, subject to a cap of not more than 5 such films released per Year, of which not more than 2 may be Third Party Rent-A-System Films.

(i) Designation. Licensor shall designate the “A” Films, SPC Films, and “B” Films to be licensed by STE up to the caps set forth on Section 4(a) above no later than 120 days prior to such film’s Availability Date; provided, that, unless otherwise excluded by Licensor pursuant to (or by reason of the operation of) subsections 4(b), (c), (e), (g), (i), (j), (k) or (l) of this Section 4, the top 10 domestic box office “A” Films released in each Year, the top 5 domestic box office SPC Films released in each Year, and any SPC Film receiving an Academy Award nomination in the category of best foreign language film, best documentary, best film, best director, best actress or best actor, shall be deemed automatically included in Licensor’s designation. Additionally, with respect to Third Party Rent-A-System Films, Licensor shall periodically (e.g., quarterly) as mutually agreed confer with STE with respect to the Third Party Rent-A-System Films anticipated to be made available as Pictures and shall make reasonable efforts to tentatively notify STE of each Third Party Rent-A-System Film no later than 30 days prior to each such title’s Initial Theatrical Release; provided, that, (x) the final designation of each Third Party Rent-A-System Film shall occur not later than 30 days after such film’s Initial Theatrical Release, rather than the designation date for other films as set forth in this Section and (y) the fact that Licensor may have indicated its anticipation to make a Third Party Rent-A-System Film available will not create any

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obligation on Licensor’s part to thereafter make such film available for licensing hereunder. Any “A” Films, SPC Films, and “B” Films in excess of the applicable caps (after completing the designation process set forth in this Section 4(a)(i)) shall be referred to herein as “Excess “A” Films,” “Excess SPC Films,” and “Excess “B” Films,” respectively. If Licensor reasonably believes that any Qualifying Films will fail to meet at least one of the Minimum Requirements, Licensor shall provide STE with a notice setting forth such information within 30 days of such Qualifying Film’s Initial Theatrical Release. Licensor shall designate in writing each Picture to be licensed by STE hereunder no later than 120 days prior to such Picture’s Availability Date.

(A) Notwithstanding Section 4(a) above, Licensor may designate Excess “A” Films in any release Year to fill any remaining “B” Film slots in such release Year; provided, that for each Excess “A” Film licensed by STE pursuant to this Section 4(a)(i)(A) STE shall pay to Licensor a License Fee computed according to the Rate Card provision set forth in Section 1 of Exhibit A applicable to “B” Films; provided that the License Fee reduction described in this subsection 4(a)(i)(A) shall not apply to any Pictures released between 2014 and 2016 (inclusive).

(B) Notwithstanding Section 4(a) above, Licensor may designate Excess SPC Films in any release Year to either (I) fill any remaining “A” Film slots in such release Year; or (II) fill any remaining “B” Film slots in such release Year; provided, that for each Excess SPC Film licensed by STE pursuant to this Section 4(a)(i)(B), STE shall pay to Licensor a License Fee equal to sixty-five percent (65%) of the License Fee otherwise applicable to “A” Films (regardless of whether the applicable Excess SPC Film was used to fill an “A” Film slot or a “B” Film slot) set forth on Exhibit A, computed according to the Rate Card set forth in Section 1 of Exhibit A applicable to “A” Films; provided that the License Fee reduction described in this subsection 4(a)(i)(B) shall not apply to any Pictures released between 2014 and 2016 (inclusive).

(ii) Right of First Negotiation. STE shall have a Right of First Negotiation to license any of the following motion pictures (each, an “FN Film”): (x) any Excess “A” Films, Excess SPC Films, and Excess “B” Films (except for Third Party Rent-A-System Films) not otherwise licensed pursuant to Section 4(a)(i)(A) or 4(a)(i)(B) above and (y) any motion picture(s) that would have otherwise qualified as one of the foregoing but for its failure to meet at least one of the Minimum Requirements, but excluding any motion picture that is not Theatrically Released By an SPE Group Member (e.g. Third Party Rent-A-System Film), any motion picture for which Licensor or any other SPE Group Member does not own or control the Pay Television rights, any motion picture initially released in the Territory direct-to-video or on television, Live Event Programs, and any motion pictures that are excluded pursuant to Sections 4(b), 4(c), 4(e)(i), 4(e)(ii), 4(g), 4(i), 4(j), 4(k) or 4(l). “Right of First Negotiation” with regard to any FN Film means that prior to soliciting and/or accepting any offers from third parties for the licensing of such FN Film for Television exhibition during its first Pay Television “window,” Licensor shall negotiate in good faith with STE for the licensing of such FN Film hereunder. STE shall have until 7 business days from receiving the screening copy for such FN Film from Licensor to make an offer with respect to the licensing of such FN Film. If STE fails to make any offer during such time period, Licensor shall be free thereafter to solicit and/or accept offers from any other party. If STE makes an offer and the parties are unable to agree to terms on such FN Film during the 7 day period, then Licensor shall be free thereafter to solicit and/or accept offers from third parties with respect to such FN Film.

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(b) Pre-Existing Commitment .Library Series. STE shall have the right to exhibit each episode of each Library Series on not more than the number of Exhibition Days (in the aggregate) specified on Exhibit A attached hereto on up to 10 channels of the STE Services during its License Period (for purposes of clarification, SOD Services shall not count as channels).

Notwithstanding anything to the contrary herein, if, at the time that a particular theatrical motion picture that could qualify as a Picture hereunder is (or any relevant distribution rights thereto are) first offered to an SPE Group Member, the U.S. Pay Television rights of which are subject to a bona fide pre-existing commitment, then such motion picture shall not be required by Licensor to be included hereunder (unless an SPE Group Member subsequently obtains such Pay Television rights and an SPE Group Member theatrically releases such motion picture in the U.S.); provided, that if the application of this subsection is triggered as a result of Licensor’s acquisition of a third party entity, then, solely for purposes of this parenthetical, the term “SPE Group Member” shall not include such third party entity.

(c) Unavailability of Rights. Notwithstanding anything to the contrary herein, with respect to a motion picture that could qualify as a

Picture hereunder, if, at the time that such motion picture is (or any relevant distribution rights thereto are) acquired by an SPE Group Member, the person or entity from whom the SPE Group Member is acquiring its rights is unwilling or unable to license the U.S. Pay Television rights to such SPE Group Member notwithstanding such SPE Group Member’s good faith efforts to obtain the same, then such motion picture shall not be included hereunder (unless an SPE Group Member subsequently obtains such U.S. Pay Television rights and an SPE Group Member theatrically releases such motion picture in the U.S.); provided, that if the application of this subsection is triggered as a result of Licensor’s acquisition of a third party entity, then, solely for purposes of this parenthetical, the term “SPE Group Member” shall not include such third party entity.

(d) [Intentionally Blank]

(e) Delayed Release Pictures; Animated Pictures; Restricted Pictures; Live Event Programs.

(i) For any motion picture, other than an Animated Picture or a Restricted Picture (each as defined below), which otherwise qualifies as a Picture hereunder but which has its Initial Theatrical Release more than twenty-four months but less than forty-two months after the completion of principal photography (a “Delayed Release Picture”), STE shall be required to license such Delayed Release Picture hereunder pursuant to the following terms: (1) such Delayed Release Picture’s License Fee shall be an amount equal to the License Fee otherwise applicable to such motion picture as set forth on Exhibit A, less an amount equal to thirty-two percent (32%) of such License Fee (the “Adjusted License Fee”) and (2) the Adjusted License Fee for such Delayed Release Picture shall be further reduced as follows: (A) for each month beyond the twenty-fourth month after the completion of principal photography (commencing on the last day of the twenty-fourth month), the Adjusted License Fee shall be further reduced per month until the forty-second month by an amount equal to one and one-half percent (1.5%) of the otherwise applicable License Fee for such Delayed Release Picture as set forth on Exhibit A. By way of example, the License Fee for a Delayed Release Picture which has an Initial Theatrical Release thirty-six months after the completion of principal photography would be reduced by a total of fifty percent (50%) (32% + 18% [1.5% x 12]) of the License Fee otherwise applicable to such Delayed Release Picture as set forth on Exhibit A. For each Delayed Release Picture which

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has its Initial Theatrical Release more than forty-two months following the completion of principal photography, STE shall have neither the right nor the obligation to license such motion picture hereunder.

(ii) STE shall have the right and obligation to license an Animated Picture or Restricted Picture only if its Initial Theatrical Release occurs no later than forty-two months after completion of principal photography. As used herein, an “Animated Picture” is a motion picture that otherwise qualifies as a Picture hereunder and comprises a substantial amount of animation, computer graphics and/or special effects and “Restricted Picture” is a motion picture that otherwise qualifies as a Picture hereunder and is subject to talent restrictions regarding its Initial Theatrical Release.

(iii) For each Year during the Term, STE shall have the obligation to license one (1) live event film per Year that would otherwise constitute a Live Event Program if, and solely to the extent that: (a) such Live Event Program primarily and prominently features a musical act and at least fifty percent (50%) of the run-time (inclusive of credits) of such Live Event Program consists of footage of a live performance; and (b) such Live Event Program is made available by Licensor pursuant to the terms hereof during a given Year. For clarity, it is understood and agreed that Licensor does not have any obligation to make any Live Event Program available for licensing under this Amended and Restated Amendment, but if such a Live Event Program is made available by Licensor pursuant to this Section 4(e)(iii), then STE shall license such film hereunder as a Picture and shall have the right to exploit such Picture in accordance with the terms and conditions of this Amended & Restated Amendment; provided, that, the License Fee payable by STE for a Live Event Program that satisfies both (a) and (b) above shall be seventy-five percent (75%) of the License Fee determined by reference to the applicable Rate Card set forth in Section I of Exhibit A. For the avoidance of doubt, any Live Event Program licensed with respect to a given Year shall be in addition to, and not in lieu of, the other Pictures required to be licensed under this Amended & Restated Amendment.

(f) PPV/VOD Release. Notwithstanding anything to the contrary herein, a motion picture which would otherwise qualify as a

Picture hereunder but which is exhibited by PPV or VOD (but not any other form of exhibition) by Licensor during the Term in the Territory up to 30 days prior to or concurrently with its Initial Theatrical Release shall be included as a Picture hereunder.

(g) Objectionable Restrictions. Notwithstanding anything to the contrary herein, with respect to a motion picture which would otherwise

qualify as a Picture hereunder but for which Licensor has delivered to STE obligations or restrictions that (i) are beyond the scope and nature of restrictions on exhibitions/promotional rights that can be found in contracts with “A+” talent (whether, in the case of an actor, such “A+” talent is appearing prominently in the applicable motion picture or in a more limited or “cameo” role), (ii) are not otherwise required under any guild or union agreement to which the applicable Picture is subject and (iii) materially frustrate STE’s ability to enjoy its rights hereunder with respect to such Picture (any such restrictions and obligations that meet the test in each of (i)-(iii) above, if any, shall hereinafter be referred to as an “Objectionable Restriction”), STE shall not be required to license such motion picture hereunder and shall have the option to license such motion picture in accordance with the following provisions:

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(i) With respect to any such motion picture, Licensor shall deliver a notice of such obligations or restrictions and a screener to STE not later than 60 days after such motion picture’s Initial Theatrical Release;

(ii) STE shall have 30 days after the receipt of both such notice and screener in which to notify Licensor in writing whether STE elects to license such motion picture under the terms and conditions of this Amended & Restated Amendment or to notify Licensor in writing of the different terms and conditions on which STE would be willing to license such motion picture. If STE offers such different terms and conditions, the parties shall then negotiate for a 30 day period with respect to the licensing of such motion picture.

(iii) If STE does not affirmatively elect to license said motion picture on the basis set forth in subsection (ii), Licensor shall have the right to license such motion picture in the Territory to a third party without any further obligation to STE hereunder, subject only to the two immediately succeeding sentences. If Licensor offers such motion picture for Pay Television exhibition on terms and conditions more favorable to the applicable Pay Television offeree than those contained herein, or in such final offer, as applicable (as applicable, “Section 4(g) More Favorable Terms”), then Licensor shall again offer such motion picture to STE and STE shall have 10 days after receipt of such offer to notify Licensor in writing that STE elects to license such motion pictures on such Section 4(g) More Favorable Terms. For purposes of clarification, but without limiting the generality of the foregoing provisions, if Licensor obtains an offer from a Pay Television service to license such motion picture, and such offer is subject to all the terms and conditions hereof, including the Objectionable Restrictions, or is subject to all the terms and conditions of STE’s final offer, as applicable, but has a license fee higher than that contained herein or offered by STE, then Licensor shall be free to license such motion picture to such Pay Television service without first again offering such motion picture to STE.

(h) SPE Policies. It is understood that Licensor will not modify its policies in connection with U.S. Pay Television rights to

first-run feature-length motion pictures primarily for purposes of frustrating STE’s rights hereunder.

(i) Studio Acquisition. If Licensor or any Licensor Affiliate actively seeks to acquire or otherwise does acquire any (or a

significant equity interest in a Major Production/Distribution Studio then, in any pursuit of such Major Production/Distribution Studio, Licensor covenants that, if Licensor or any Licensor Affiliate is acquiring the U.S. theatrical distribution rights to such Major Production/Distribution Studio’s motion pictures, Licensor or such Licensor Affiliate will put forth its reasonable efforts to obtain Pay Television rights for such Major Production/Distribution Studio’s motion pictures, subject to pre-existing Pay Television license agreements, and additionally, provided, that Licensor or such Licensor Affiliate can do so without violating any applicable law and/or the rights of any third party and/or any fiduciary duty that Licensor or such Licensor Affiliate may have to third parties (provided, that any such rights created under an agreement between Licensor or such Licensor Affiliate, on the one hand, and any third party, on the other hand, are a result of a bona fide agreement negotiated in good faith and in the ordinary course of business dealing), shall use its reasonable efforts to prevent any new Pay Television agreements or any extension or change to existing Pay Television agreements of such Major Production/Distribution Studio in the period prior to closing. If, notwithstanding the attempts of Licensor or such Licensor

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Affiliate using reasonable efforts, Licensor or such Licensor Affiliate is unsuccessful in obtaining such Pay Television rights or in preventing an extension or change in an existing agreement, it shall not be prohibited from theatrically distributing such motion picture(s), and such motion pictures (regardless of whether their respective Initial Theatrical Release occurs during the Term) shall not be licensed hereunder. Further, if Licensor or such Licensor Affiliate does not go forward with the intended acquisition, all of such party’s obligations, duties and undertakings in favor of STE under this Section in connection with such intended acquisition shall cease and Licensor or such Licensor Affiliate shall be released from any obligations, duties and undertakings that it might have otherwise had to STE under this Section in connection with such intended acquisition, unless Licensor or such Licensor Affiliate again seeks to acquire such Major Production/Distribution Studio, in which case the provisions of this Section shall thereupon re-apply.

(j) Sale of Affiliate. If Licensor or a Licensor Affiliate divests itself of the controlling interest in any SPE Group Member (other

than the then primary distribution arm of Licensor), then any motion picture produced or acquired by such divested entity that is Theatrically Released By any entity or person that is not an SPE Group Member shall not be eligible to be included as a Picture hereunder. For purposes of clarification, any motion picture that is produced by such divested entity but is Theatrically Released By an SPE Group Member shall continue to be subject to the terms and conditions hereof.

(k) Acquisition of Eligible Production Company. In addition to the motion pictures that can be excluded from this Amended & Restated Amendment

pursuant to Section 4(b), Licensor shall have the right to exclude from this Amended & Restated Amendment motion pictures Theatrically Released By an SPE Group Member that are produced by one Eligible Production Company that is acquired by an SPE Group Member after the Amendment Date. An “Eligible Production Company” shall mean a production company that has, as of the date an SPE Group Member acquires its ownership thereof, been an active operating entity for at least two years and that has produced at least one motion picture that has been theatrically released in the Territory, and that has a pre-existing, as of the date that an SPE Group Member first commences substantive negotiations to acquire such production company, Pay Television output agreement for the Territory, which output agreement does not encumber such production company’s motion pictures for more than five years (based on Pay Television availability dates) after the date such production company is acquired by an SPE Group Member (or which output agreement does not extend more than five years (based on Pay Television availability dates) into the Term, with respect to a production company acquired by an SPE Group Member prior to the commencement of the Term). If Licensor acquires an Eligible Production Company, Licensor shall be required to deliver to STE not less than the Minimum Output Number of Pictures in each Year during the Term in which such Eligible Production Company’s output agreement remains in effect. The “Minimum Output Number of Pictures” shall be determined by taking the total number of motion pictures theatrically released by the primary theatrical distribution arm of Licensor and licensed by Licensor for Pay Television exhibition during the three Years prior to the year in which an SPE Group Member acquires such Eligible Production Company, dividing such number by three and then subtracting two from the result and rounding such result to a whole number (decimals up to .5 shall be rounded down and decimals .5 and over shall be rounded up). With respect to each Year during the Term in which the Eligible Production Company’s output agreement remains in effect, not later than 30 days after the end of such Year, Licensor shall pay to STE an amount equal to $17.5 million (provided, that if such payment relates to any motion picture with an Initial Theatrical Release in 2014 or thereafter during the Term, then such

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amount shall be $13.0 million) multiplied by the difference between the Minimum Output Number of Pictures and the actual number of Pictures theatrically released by the primary theatrical distribution arm of Licensor that have their First License Period commence in such Year, provided, that no such payment will be due if (i) the number of Pictures that have their First License Period commence in such Year is equal to or more than the Minimum Output Number of Pictures and/or (ii) if the number of theatrical motion pictures produced by such Eligible Production Company that have a Pay Television availability date in such Year is zero.

(l) SPA Withdrawal Option. Notwithstanding anything to the contrary herein, Licensor shall have the option (the “SPA Withdrawal

Option”), exercisable in its sole discretion (if at all) upon written notice provided to STE on or before the day that is 180 days prior to the Availability Date of the first SPA Animated Picture theatrically released in 2014, to exclude from this Amended & Restated Amendment on a prospective basis all SPA Animated Pictures (collectively “SPA Animated Pictures”, as defined below). If Licensor exercises the SPA Withdrawal Option timely, then effective on the date of such exercise but subject to the foregoing 180 day notice period, all SPA Animated Pictures that are Theatrically Released by an SPE Group Member in 2014 or thereafter shall be excluded from this Amended & Restated Amendment. In addition, should Licensor exercise the SPA Withdrawal Option, Licensor shall have the further right (but not the obligation) to exclude all (but not less than all) SPA Animated Pictures that were Theatrically Released By an SPE Group Member prior to the SPA Withdrawal Option exercise date but which (i) have not yet commenced their First License Period or (ii) are not scheduled to commence their First License Period within the immediately subsequent 60 day period pursuant to notice given by Licensor pursuant to Section 27 below; provided, however, that no such SPA Animated Picture which has already commenced its First License Period as of the date of Licensor’s exercise of the SPA Withdrawal Option shall be subject to withdrawal under this Section 4(l). “SPA Animated Pictures” means those Animated Pictures Theatrically Released By an SPE Group Member under the production label currently known as Sony Pictures Animation (or any replacement or successor production label), either alone or in combination with another SPE Group Member production label.

2. INTENTIONALLY BLANK

4. “Term” shall mean the period commencing on January 1, 2013the Effective Date and expiring on (but including) December 31, 2021; provided, that the foregoing expiration date shall not affect the parties’ respective continuing rights and obligations from and after December 31, 2021 (including, by way of example, STE’s Exhibition rights with respect to the Pictures and STE’s payment obligations under Exhibit A)the last date of the last License Period of a Licensed Picture.

5. License Fees and Other Payments .

(a) Consideration . The “License Fee” for each Licensed Picture shall be as set forth in Exhibit A attached hereto, for a total aggregate License Fee of Fifty Eight Million Six Hundred Ninety-Nine Thousand Seven Hundred Fifty-Six US Dollars (US$58,699,756).

For Pictures licensed hereunder, STE shall pay to Licensor the License Fees set forth in Paragraph I of Exhibit A, along with the Open Internet License Fees set forth in Paragraph II of Exhibit A (if any, and solely to the extent applicable), and the additional payments set forth in Paragraph III of Exhibit A (the “Additional Payments”).

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(b) Payment Terms . Neither any disputed License Fee for any Picture licensed hereunder nor any disputed Open Internet License Fee shall cause a delay to the timely payment of the License Fee or Open Internet License Fee (as applicable). STE shall pay the 100% of the License Fee for each Licensed Picture 60 days after the start of the Firstnot later than the first day of the seventh month after the first day of such Licensed Picture’s License Period by, at STE’s election, check delivered to Licensor at the address and to the account set forth in subsection (i) below or by wire transfer delivered to the account set forth in subsection (ii) below:

(i)If sent via regular mail: If sent via Fed Ex or courier:MELLON CLIENT SERVICE CENTERSony Pictures Television, Inc.c/o Sony Pictures Entertainment500 Ross StreetPO Box 371273Room 154-0455Pittsburgh, Pa 15251-7273Bank phone 412-234-4381

MELLON CLIENT SERVICE CENTERSony Pictures Television, Inc.500 Ross StreetRoom # 154-0455PO BOX 371273Pittsburgh, Pa 15262-0001Bank phone 412-234-4381

(ii) Mellon Client Service CenterPittsburgh, PA 15262ABA # 043-000-261Credit: Sony Pictures Television, Inc.

Sony Pictures EntertainmentAcct # 093-9923Bank Phone: (412) 234-4381

The Open Internet License Fees and the Additional Payments shall be paid in accordance with the instructions above and Exhibit A.

(c) STE shall be solely responsible for any taxes lawfully imposed on STE by any taxing authority which are incurred or arise in connection with or related to the license of the Licensed Pictures under this Amended & Restated AmendmentAgreement. STE shall pay to Licensor any sales, use or value added taxes that are imposed on Licensor arising from the terms of this Amended & Restated AmendmentAgreement and which are required to be collected from STE by Licensor under applicable law. STE may provide to Licensor a valid exemption certificate in which case Licensor shall not collect the taxes covered by such certificate.

6. Advertising and Publicity . All advertising and publicity issued by STE for each Licensed Picture shall comply with all of Licensor’s credit and other third party obligations (including all Objectionable Restrictions if STE has elected to license a Picture with Objectionable Restrictions in accordance with the terms of Section 4(g)) for each Licensed Picture, provided, that Licensor gives STE written notice of all such obligations no later than the time of delivery of each Licensed Picture; provided, that if Licensor shall thereafter notify STE of any additional or different obligations, STE shall comply with the same, on a prospective basis only. Licensor shall not promote or publicly announce or authorize such promotion or announcement of, any exhibition(s) of the Pictures to the extent they are precluded by STE’s right to exclusivity as set forth in Section 2 above, by any party other than STE (including Licensor) to the general public or the trade earlier than the expiration of STE’s First License Period (specifically excluding, however, the initial press

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release announcing Licensor’s consummation of a license arrangement with respect to the applicable Picture). STE may advertise, promote and publicize the exhibition of each Licensed Picture on the STE Services in any and all media, and authorize third parties to do so; such advertising, promotion and publicity may include synopses or excerpts of such Licensed Picture (and/or of trailers or other promotional materials furnished to STE by Licensor hereunder), prepared or excerpted (as applicable) by STE and/or such third parties, subject to guild and contractual restrictions of which Licensor timely notifies STE in writing as provided in the following sentence; provided, that STE shall not exhibit excerpts from any Licensed Picture licensed hereunder in excess of two minutes of continuous footage or in excess of four minutes of non-continuous footage and provided further that STE shall indemnify Licensor for any residual, re-use or similar payment obligations under any applicable guild agreement which arise as a result of any excerpts created and exhibited by STE. STE may use and authorize third parties to use the name, likeness and voice of, and biographical information relating to, anyone who rendered services or granted rights in or in connection with any Licensed Picture solely for the purpose of advertising, promoting or publicizing exhibitions of the Licensed Picture(s) hereunder, but not so as to constitute an endorsement of any product or service, including the STE Services, subject to guild and contractual restrictions of which Licensor timely notifies STE in writing, such notice to be delivered not later than one hundred twenty (120) days prior to the commencement of the Licensed Picture’s First License Period; provided, that if Licensor shall thereafter notify STE of any additional or different obligations, STE shall comply with the same, on a prospective basis only. Licensor acknowledges (with respect to SPE Group Members only and not for any third party) that any implied endorsement of the STE Services as a result of any advertising and publicity permitted hereunder shall not be a breach hereof. STE may exercise its rights under this Section 7 in connection with its Pay Television and SOD rights hereunder (i) upon a Picture’s Initial Theatrical Releasewith respect to each Licensed Picture commencing one (1) year prior to the commencement of each such Licensed Picture’s License Period for trade advertising and (ii) commencing ninety (90) days prior to the commencement of each such Licensed Pictures’ License Period for consumer advertising and promotion; provided, that with respect to Pictures that are released on VOD or PPV “day-and-date” with such Picture’s Initial Home Video Release, and, in each case, for which Licensor has given STE at least forty-five (45) days prior written notice, the foregoing ninety (90) day pre-promotion period shall be reduced to sixty (60) days, and with respect to Pictures that are released on a Sell-Through Electronic Basis prior to the Picture’s DVD (or Blu-ray) “street date”, in each case for which Licensor has given STE at least forty-five (45) days prior written notice, the foregoing ninety (90) day pre-promotion period shall be reduced to forty-five (45) days, in each instance excluding STE’s routine “comingled” cross promotional spots and promotions during a Preview of an STE Pay Television Service but only on such STE Pay Television Service, each of which shall (for clarity) remain subject to the restrictions set forth in clause (ii) above preceding the proviso set forth therein. For clarity, except as otherwise provided herein, STE shall not make or authorize third parties to make any material alterations to any key art, images, stills or other promotional materials provided by or otherwise approved by Licensor that are related to a Licensed Picture, including alterations to the likeness of persons or characters appearing in the Licensed Picture, without the prior written consent of Licensor. Material alterations shall include alterations that contravene contractual restrictions imposed upon Licensor by third parties or are otherwise detrimental to A-level talent relationships; provided, however, that in no event shall the placement of an STE logo or “bug” in or on any such promotional materials be deemed a material alteration so long as such logo or “bug” is reasonable in terms of its proportionality to such promotional materials and so long as it is not situated in such a manner as to suggest an endorsement by any anyone who rendered services or granted rights in or in connection with any Licensed Picture of any product or service, including the STE Services.

7. Reserved Rights . All rights not specifically granted to STE hereunder are hereby reserved by Licensor.

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8. Delivery Requirements . Licensor shall routinely provide STE access to, at the Laboratory, tape elements or mezzanine level files of a 4:3 aspect ratio standard definition transfer and , only if available to Licensor, a 16:9 aspect ratio high definition transfer, of each Licensed Picture’s theatrically released version(s) in both English (if the original language is not English, dubbed or subtitled in English) and Spanish, and with English-language closed-captions and screeners and all available promotional materials not later than the date set forth in Exhibit B in accordance with the technical specifications attached hereto as Exhibit B. All Licensed Picture transfers shall be in full-frame format, provided that the full frame 16:9 format is subject to contractual restrictions. Upon STE’s request, Licensor shall deliver or provide STE access to a chaptered version of each Picture if such version is in Licensor’s possession or control. Notwithstanding the foregoing, with respect to a foreign language Picture that is not produced by an SPE Group Member and is theatrically released in the United States by an SPE Group Member other than the primary theatrical distribution arm of Licensor, if an English-language dubbed version of such Picture is not available to Licensor and, provided that Licensor has used good faith efforts to obtain the same, STE shall accept an English-language subtitled version therefor. Notwithstanding the foregoing, with respect to a foreign language Picture that is not produced by an SPE Group Member and is theatrically released in the United States by an SPE Group Member other than the primary theatrical distribution arm of Licensor, Licensor shall be required to provide a Spanish language version of sucheach Licensed Picture only if available to Licensor provided, that, if a Spanish language version of such Licensed Picture is not provided, STE shall have the right, subject to contractual restrictions, to create such version at its cost and Licensor shall provide reasonable cooperation in the creation of such Spanish language version, if requested by STE. STE shall have the right to exhibit such STE-created Spanish language version in accordance with the terms and conditions of this Amended & Restated Amendment. Additionally, STE shall have access to (a) all versions theatrically released in the Territory and, (b) subject to Licensor’s approval and any contractual restrictions, any other English or Spanish version released in other media in the Territory for which Licensor has the requisite rights, including Ietterbox versions, “director’s cuts” and “special editions” but excluding airline, edited and foreign language versions other than Spanish. STE shall have the right to access each of the versions set forth in subsections (a) and (b) immediately upon such version’s release in the medium for which such version is created (subject to, only with respect to versions listed in subsection (b), any contractual restrictions and subject to, with respect to all such versions, the restrictions on exhibitions and promotions set forth in this Amended & Restated Amendment, including without limitation those set forth in the immediately succeeding provisos to this sentence); provided, that STE’s right to exhibit a version described in subsection (b) that is different from the original theatrically released version (i.e., a version of a Picture that has been reedited from its original theatrically released version, but not a Picture that has been merely restored or a letterbox version) (a “New Version”) which Licensor intends to utilize exclusively on any non-Theatrical or non-Television form(s) of media shall be subject to Licensor’s right to withhold from STE such New Version (and the right to promote the exhibition of such New Version) for up to six months after such version’s release in the medium for which such version is created, and if the end date of such withholding is after the last day of the relevant License Period for such Picture, then STE shall have no rights with respect to such New Version; provided further that (I) the aggregate Exhibition Days for the original version and New Version of a Pre-Effective Date Exhibition Day Picture during its First License Period shall not exceed 120 and during its Second License Period shall not exceed 120; (II) the aggregate number of Exhibitions for the original version and any New Version(s) of a Picture, other than a Pre-Effective Date Exhibition Day Picture, shall not exceed 300 during its First License Period; and (III) the aggregate number of Exhibition Days for the original version and any New Version(s) of a Picture, other than a Pre-Effective Date Exhibition Day Picture, shall not exceed 120 during its Second License Period. STE shall also have access to any and all so-called “bonus material” or “special features” produced for any medium or form of exhibition in the Territory for which Licensor has the requisite rights, to the

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extent such materials are cleared and available for use by STE and (provided that Licensor shall use commercially reasonable efforts to clear and make available a reasonable number of such materials), subject to contractual restrictions and further subject to Licensor’s right to withhold any such materials which it intends to utilize exclusively on any non-Television form(s) of media (“Restricted Materials”), for the duration of such Licensor-determined exclusive period, provided that Licensor shall provide, if sufficient “bonus material” and “special features” are cleared and available, on average not less than three so-called “bonus material” or “special features” of high quality comprising not less than 10 minutes aggregate run-time with respect to any Picture in the top 10 box office for the relevant Year. Licensor’s right to prohibit STE’s access to Restricted Materials shall in no way relieve Licensor of its obligation to provide all marketing materials related to a Picture as provided in Section 7. Upon request of STE for access to any version set forth in (a) or (b) above or any bonus materials or special features, other than any Restricted Materials, Licensor shall notify STE if any such version, material or feature is extant, along with any contractual restrictions related to such version, material or feature, and STE shall have the right to assume any third party costs necessary in order to obtain access to such version, material or feature. Agreement. STE shall pay the cost of delivery of the Video Reproduction to STE, but shall not be responsible for any payments with respect to the creation of any Master created by (or on behalf of) Licensor. The occasional and inadvertent failure to timely deliver any materials or other elements required to be delivered hereunder or in the version(s) specified on Exhibit A hereto to STE shall not constitute a breach of contract provided that Licensor acts in good faith to promptly remedy any such failure.

9. Licensor Warranties, Representations and Covenants . Licensor warrants, represents and covenants that:

(a) it has or will secure all rights necessary to enter into this Amended & Restated AmendmentAgreement and to perform all of its obligations hereunder and the execution, delivery and performance of this Amended & Restated AmendmentAgreement has been duly authorized by all necessary corporate action on the part of Licensor and constitutes a valid and legally binding agreement of Licensor enforceable against Licensor in accordance with its terms;

(b) Licensor will not take or authorize any action by which any of the rights in any Licensed Picture granted herein have been or may be materially impaired in any way;

(c) nothing contained in the Licensed Pictures or in the additional material to be supplied to STE hereunder nor the entering into or performing of this Amended & Restated AmendmentAgreement nor the exercise by STE of any of its rights hereunder will violate or infringe upon the rights of any third parties;

(d) all non-dramatic performing rights in musical compositions contained in each Licensed Picture are controlled by ASCAP, BMI or SESAC, are in the public domain, or are controlled by Licensor;

(e) Licensor has paid or will pay all amounts that have been or may become owed in connection with the Licensed Pictures or the exercise of any rights granted herein (other than those costs assumed by STE under Section 7 above and Section 13(b) below), and there are no pending claims, liens, charges, restrictions or encumbrances on the Licensed Pictures or on such rights that impair the rights granted hereunder;

(f) each Licensed Picture is and will be protected by copyright in the U.S. throughout the duration of each Picture’s License Periods;

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(g) none of the Pictures shall, prior to their license to STE hereunder, have been exhibited by means of free Television or basic cable Television within the TerritoryLicensed Picture’s License Period;

(a) (h) the Pay Television rights to all the Licensed Pictures contemplated to be exhibited on the STE Services hereunder are or will be owned or controlled by Licensor or another SPE Group Member;

(b) (i) nothing contained in this Amended & Restated AmendmentAgreement shall cause Licensor to be in breach of any other agreement to which Licensor is a party; and

(c) (j) Licensor agrees to comply with all applicable laws, ordinances, rules and regulations in exercising its rights, and performing its obligations, under this Amended & Restated AmendmentAgreement.

10. STE Warranties, Representations and Covenants . STE warrants, represents and covenants that:

(a) it has all rights necessary to enter into this Amended & Restated AmendmentAgreement and to perform all of its obligations hereunder, and the execution, delivery and performance of this Amended & Restated AmendmentAgreement has been duly authorized by all necessary limited liability company action on the part of STE and constitutes a valid and legally binding obligation of STE enforceable against STE in accordance with its terms;

(b) it shall not use or authorize the use of the Licensed Pictures or the additional material to be supplied by Licensor to STE hereunder except as authorized by this Amended & Restated AmendmentAgreement;

(c) the making or performance of this Amended & Restated AmendmentAgreement does not and will not cause STE to be in breach of a third party agreement; and

(d) STE agrees to comply with all applicable laws, ordinances, rules and regulations in exercising its rights, and performing its obligations, under this Amended & Restated AmendmentAgreement.

11. Indemnification .

(a) Licensor agrees to indemnify and hold STE, its subsidiary and affiliated companies and their respective officers, agents, directors and employees, harmless from any and all claims, damages, liabilities, costs and expenses (including reasonable attorney’s fees) arising out of the breach by Licensor of any warranty, representation or other term or provision of this Amended & Restated AmendmentAgreement. STE shall promptly notify Licensor in writing of any third party claim or litigation to which this indemnification applies, and Licensor shall assume the defense of any such claim or litigation (and STE shall have the right to engage separate counsel of its choice and participate in the defense, negotiation and settlement of such action or proceeding, but shall bear the fees and expenses of such separate counsel retained by STE and STE shall cooperate with Licensor in the defense of such claim at no cost or charge to Licensor, other than for performing such acts as Licensor shall request). If, for any reason, Licensor shall fail to appoint counsel on a timely basis or otherwise fails timely to confirm its assumption of the defense of any applicable claim, STE may engage its own counsel and the reasonable costs and expenses made in connection therewith shall be paid by Licensor. Licensor shall have the right to approve or disapprove the settlement or

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disposition of any such claim or litigation proposed by STE, which right shall expire twenty (20) business days following Licensor’s receipt of written notice with respect thereto. Licensor shall not have the right to enter into any settlement or compromise unless, in connection therewith, it shall obtain from the claimants a full release of all related claims against STE.

(b) STE shall indemnify and hold Licensor, its parent, subsidiary and affiliated companies and their respective officers, agents, directors and employees, harmless from any and all claims, damages, liabilities, costs and expenses (including reasonable attorney’s fees) arising out of the breach by STE of any warranty, representation or other term or provision of this Amended & Restated AmendmentAgreement. Licensor shall promptly notify STE in writing of any third party claim or litigation to which this indemnification applies, and STE shall assume the defense of any such claim or litigation (and Licensor shall have the right to engage separate counsel of its choice and participate in the defense, negotiation and settlement of such action or proceeding, but shall bear the fees and expenses of such separate counsel retained by Licensor and Licensor shall cooperate with STE in the defense of such claim at no cost or charge to STE, other than for performing such acts as STE shall request). If, for any reason, STE shall fail to appoint counsel on a timely basis or otherwise fails timely to confirm its assumption of the defense of any applicable claim, Licensor may engage its own counsel and the reasonable costs and expenses made in connection therewith shall be paid by STE. STE shall have the right to approve or disapprove the settlement or disposition of any such claim or litigation proposed by Licensor, which right shall expire twenty (20) business days following STE’s receipt of written notice with respect thereto. STE shall not have the right to enter into any settlement or compromise unless, in connection therewith, it shall obtain from the claimants a full release of all related claims against Licensor.

12. Guild Payments .

(a) Licensor shall be responsible for making all payments which may become due to any union or guild and to any person or persons who rendered services or granted rights in or in connection with the production of the Licensed Pictures by virtue of the use made of the Licensed Pictures hereunder, including without limitation, all residual, reuse, rerun, pension and health and welfare fund, and payroll tax payments, provided, that Licensor shall not be responsible for any such payments which are required pursuant to Section 7 or due to STE’s failure to comply with written notices provided to it.

(b) STE shall bear all costs and expenses incurred by it for the exhibition of (and the promotion of the exhibition of) the Licensed Pictures as authorized herein, including without limitation any ASCAP, BMI or SESAC licenses which may be required.

14. Security Measures .

3. Security Measures. STE shall employ reasonable security measures to prevent pirating of any material furnished by Licensor; the foregoing shall be in addition to STE’s obligations under Section 16 below. Not more than once per Year (unless Licensor has reasonable cause to believe that STE’s security measures are not providing adequate protection) during the Term, STE shall provide Licensor with reasonable access, during STE’s normal business hours, to STE’s facilities solely for the purpose of reviewing STE’s security measures.

13. Withdrawal . Licensor shall have the right to withdraw any Licensed Picture because of loss or impairment of rights, unavailability of necessary materials, potential infringement of the rights of

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third parties, any pending or threatened claim, judicial proceeding or regulatory proceeding, or because Licensor in its reasonable good faith business judgment deems it necessary in order to prevent potential litigation or arbitration in order to minimize or avoid a liability to Licensor (all of the foregoing being collectively “Withdrawal Causes”); provided, that such Withdrawal Cause is not primarily the result of Licensor or any Licensor Affiliate entering into an agreement in breach of another provision hereof. Licensor shall, in such event, give STE written notice of such withdrawal and set forth in reasonable detail the Withdrawal Cause. If the applicable PictureLicensor shall use reasonable efforts to provide STE with a proposed comparable motion picture, provided that STE shall have the option to accept or reject such proposed replacement motion picture in its sole discretion. If a motion picture is withdrawn and not replaced, and such motion picture has been exhibited on the STE Services one or more times prior to such withdrawal, the parties will negotiate in good faith regarding an appropriate adjustment to the License Fee. If the parties are unable to reach agreement as to the amount of such adjustment within a thirty day negotiation period, the issue of such adjustment shall be presented to arbitration before a single neutral arbitrator experienced in the entertainment industry. Such arbitration shall be conducted in accordance with Section 22(b).

14. Encryption, Copy Protection; Previews/Free Trials .

(a) Encryption. The license granted hereunder, except as expressly stated in Section 16(c) or in an independent writing signed by Licensor and STE, is for encrypted transmission only.

(b) Copy Protection .

(i) For Cable/Satellite/IPTV . STE’s right to deliver the STE Services over cable, satellite and IPTV shall be subject to the following copy protection requirements:

(A) Future Contingency . Subject to subsections (I) through (IV) below, STE agrees to carry and, if applicable, encode and embed the Licensed Pictures with information pertaining to copy protection (“Copy Control Information” or “CCI”), and/or initiate or associate (“turn on”) CCI in or with the Licensed Pictures, in each case, as requested by Licensor.

(I) (I) Either (aa) a majority of Major Production/Distribution Studios (which may include Licensor), (bb) Licensor, Paramount, and Warner Bros., or (cc) three Major Production/Distribution Studios (in addition to Licensor and including at least one other Major Production/Distribution Studio that is, at the time of the initial request for implementation of CCI and/or a copy protection technology(ies), a party to a U.S. Pay Television Output Agreement with STE) (as applicable, “Studio Industry”) have approved and agreed upon CCI and/or a copy protection technology(ies);

(II) (II) Such technology and/or CCI, with respect to STE and its licensees and end users, does not interfere with or degrade the functional quality of any equipment or devices in connection with the distribution of the Licensed Pictures to subscribers (as such functional quality is viewed by the average subscriber);

(III) (III) The use of such technology and/or CCI by STE or its licensees will not cause STE or its licensees to incur any cost (other than an immaterial cost(s)), including without limitation any cost in the nature of a royalty. Notwithstanding the above, in the event the parties agree, or if an arbitrator rules that such costs are not immaterial, Licensor shall have the option to pay, or if applicable,

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reimburse STE for such costs, in which case the condition set forth in this Section shall be deemed satisfied; and

(IV) (IV) The use of such technology and/or CCI has been or will immediately be instituted by the Studio Industry in a Television window prior to STE’s.

(B) Other Limitations .

(I) (I) Licensor agrees that Licensor shall not encode or embed CCI in the elements delivered to STE or to require STE to encode or embed CCI or to initiate or associate (“turn on”) CCI in or with the Licensed Pictures more restrictive than “copy once” for time shifting purposes on a temporary basis and not for archival purposes (it being understood and agreed that (a) initial storage on either a subscriber’s Storage Device or personal portable device (the latter by means of a single side-load) as permitted in Section 2(a)(i), or (b) initial storage on a subscriber’s Storage Device in other locations permitted in Section 2(a)(ii), constitutes one copy for purposes of this Section and that “copy once” may also include “no retransmission”); provided that, notwithstanding the foregoing, Licensor may require more restrictive CCI than those set forth above in connection with delivery of the Licensed Pictures via the Internet or New Media, including STE’s exercise of SOD rights, so long as the Licensor imposes the same CCI requirements on VOD distribution of the Licensed Pictures within the Territory.

(II) (II) In the event that HBO, EPIX and/or Showtime have implemented a copy protection scheme, to the extent STE, for any reason, has not implemented as restrictive CCI or as effective and/or robust copy protection technology as HBO, EPIX or Showtime, STE will not seek to market the comparative absence of such feature(s) as a means of attracting or obtaining subscribers to the STE Services.

(III) (III) STE shall have no liability in connection with the exhibition of the Licensed Pictures for any “hacks” of or “spoofing attacks” against the CCI or copy protection technology as implemented by STE in accordance with Licensor’s request. In this connection, the provisions of Section 12(a) shall be applicable.

(C) Pass-Through . Subject to subsections (b)(i)(A)(I) through (b)(i)(A)(IV) above, in the event Licensor embeds or encodes or otherwise inserts or, if applicable, associates CCI in or, if applicable, with, the Licensed Pictures prior to delivery to STE, STE agrees to “pass through” to its affiliated systems (or to subscribers where delivering directly to subscribers) such CCI without alteration, modification or degradation in any manner.

(D) SOD Downloading . In connection with STE’s offering non-Internet or non-New Media SOD downloading services to its subscribers, STE shall implement such CCI and copy protection technology(ies) that are being implemented pursuant to the Studio Industry standard in connection with non-Internet or non-New Media VOD or PPV downloading. In the event, and so long as, there is no Studio Industry standard, STE shall implement (and, in connection with SOD, shall require those entities directly or indirectly providing SOD services to end users to implement) from time to time such CCI and/or copy protection technology(ies) that are designed effectively to frustrate attempts to defeat or circumvent the

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copy protection provisions and other limitations set forth in this Amended & Restated AmendmentAgreement.

(E) Notice . Prior to implementing any particular CCI and/or copy protection technology(ies), STE shall consult with Licensor regarding such matters and give good faith consideration to Licensor’s input in connection therewith; provided, that the foregoing shall not be construed so as to require STE to violate any confidentiality obligations that it might owe to third parties.

(F) Purported Violation; Arbitration . If at any time during any License Period hereunder Licensor has a reasonable belief that STE is in violation of the provisions of this Section 16(b)(i), Licensor shall provide STE notice of such purported violation. Beginning 60 days after the date of STE’s receipt of such notice, if STE and Licensor have not resolved such purported violation, then until the resolution of such purported violation, Licensor shall not be required to deliver Licensed Pictures hereunder. Upon receipt by STE of a notice of a purported violation of the provisions of this Section 16(b)(i), STE shall attempt to resolve such purported violation. Additionally, in addition to any other remedies either party may have at law or in equity, at any time beginning 30 days after receipt by STE of such notice, either party may submit such matter to binding arbitration on an expedited basis. Such expedited arbitration shall be conducted before a single neutral arbitrator in accordance with Section 22(b).

(ii) For Internet and New Media .

(A) STE’s right to distribute the STE Services over the Internet and New Media shall be subject to STE utilizing, and requiring any entity distributing the STE Services over the Internet or New Media to implement, at all times content protection technology on the Licensed Pictures that are no less stringent or robust than the standards set forth on Exhibit C hereto and incorporated herein by this reference, and the usage model set forth on Schedule U hereto and incorporated herein by this reference.

(B) Suspension . If Licensor has reasonable cause to believe that STE’s security measures or Internet/New Media copy protection technology are not providing adequate protection with respect to the delivery of the Licensed Pictures over the Internet or New Media, Licensor shall have the right to suspend the availability via the Internet or New Media (“Suspension”) of any one or all of the Licensed Pictures on the STE Services by delivering a notice to Licensee of such suspension (“Suspension Notice”). Upon receipt of a Suspension Notice, STE shall take steps immediately to remove the Licensed Pictures or make the Licensed Pictures inaccessible via the Internet or New Media from the STE Services as soon as commercially feasible (but in no event more than seven (7) calendar days after receipt of such notice or, if applicable, such response). If the cause that gave rise to a Suspension is corrected, repaired, solved or otherwise addressed in the reasonable satisfaction of Licensor, the Suspension shall terminate upon Licensor’s delivery to STE of a notice thereof (“Reinstatement Notice”). For clarity, no period of Suspension shall extend the applicable License PeriodsPeriod for any Licensed Pictures in time, and upon a notice that a Suspension has ended, the License Period(s) shall end as otherwise provided herein. In no case may Licensor suspend STE’s rights hereunder unless it issues similar suspension notices to all licensees of Licensor that are affected by

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the security breach that caused Licensor to issue a Suspension Notice to STE, including without limitation all Licensor Affiliates, provided, that all such licensees are distributing substantially similar content (in terms of the window, format (i.e., HD/SD) and run time) over the Internet or New Media.

(c) Previews . Subject to the limitations of this Section 16, unencrypted transmission of the Licensed Pictures on STE Services delivered by closed systems owned and operated by MVPDs (i.e., cable, satellite, IPTV and New Closed System Delivery) during Previews held for the purpose of promoting STE’s Services to non-subscribers shall be permitted only as follows:

(i) On the STE Services, STE shall be entitled to unrestricted Single-Service Previews of any or all of the STE Services, which shall last no longer than 45 consecutive days and shall not occur more than two (2) times per Year in the case of any specific distributor, and up to two (2) Coordinated National Previews per Year, which shall last no longer than five consecutive days (each, a “Preview”), provided, that all such Previews shall only be transmitted via a platform on which the STE Service is, or is going to be within 60 days of such preview, transmitted in accordance with the terms of this Amended & Restated AmendmentAgreement. No Licensed Pictures may be exhibited during a Preview unless such Preview is comprised of a preview of the entire STE Service on which such Licensed Picture is exhibited. Notwithstanding the foregoing, with respect to any Single-Service Preview of the STE SOD Service that (A) is not offered concurrently with a Preview of the corresponding STE Pay Television Service or (B) is offered to consumers that are not already subscribers to the STE Service to which such Preview relates, each such SOD Preview shall last no longer than 30 consecutive days, shall occur no earlier than 30 days following the end date of any preceding SOD Preview and shall be subject to all the other limitations set forth above.

(ii) All exhibitions during Previews shall be subject to the limitations on the license of that Licensed Picture set forth above.

(iii) Notwithstanding anything to the contrary in this Section 16(c), unencrypted exhibitions of Previews over the Internet or New Media is expressly prohibited.

(iv) For purposes of this Amended & Restated AmendmentAgreement, “Coordinated National Preview ” shall mean a preview during which STE allows all or substantially all of its distributors of any given STE Service(s) to simultaneously make such STE Service(s) available at no charge to persons who are not then currently receiving such STE Service(s); and “Single-Service Preview” shall mean all other previews that do not meet the criteria for a Coordinated National Preview; for clarity, (x) a preview by any single distributor may still constitute a “Single-Service Preview” even if such distributor’s “footprint” covers substantially the entire Territory (e.g., DirecTV) (unless it is otherwise part of a Coordinated National Preview) and (y) a particular distributor’s participation in a Coordinated National Preview shall not count against the two (2) Single-Service Previews per Year limitation otherwise applicable to such distributor. For the avoidance of doubt, Previews are intended to promote the STE Service(s) but Preview offerings do not have to require a commitment to sign-up/subscribe to the STE Service(s).

(v) For the avoidance of doubt, STE shall not be entitled to authorize or otherwise implement any Previews with respect to the STE Services delivered solely by means of the Internet (regardless of whether such Internet-delivered STE Service is

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distributed by a cable, satellite, IPTV provider or by an Open Internet Service) other than on the Free Internet Trials basis described in Section 16(d)(ii) below.

(d) Free Trials (Sign-Up Commitment Required) :.

(i) Free Trials by MVPDs : STE and any closed systems owned and operated by MVPDs (i.e., cable, satellite, IPTV or New Closed System Delivery) distributing an STE Service shall be permitted to make any or all of the STE Services (including the Licensed Pictures available on such STE Services) available for promotional purposes to new subscribers in the Territory at no charge for a limited trial period (“Free Cable Trials ”) of up to ninety (90) consecutive days no more than once during any twelve (12) month period per subscriber; provided, that, Free Cable Trials shall only be available to subscribers if STE or the system distributing the applicable STE Service(s) secures, in advance and as a pre-condition to receiving access to such Free Cable Trial, a commitment from such subscriber to purchase a television programming plan for a period of no less than one year. In addition to the Licensed Pictures, all other programs available on the STE Service must be made available for exhibition to subscribers receiving the Free Cable Trial. Once a non-subscriber reaches the end of the Free Cable Trial that includes an STE Service, STE or STE’s distributor shall automatically begin charging such theretofore non-subscriber for continued access to the STE Service at the full subscription rate unless and until such subscriber elects to stop receiving any such STE Service(s). Notwithstanding the foregoing, STE may, without need to first obtain Licensor’s prior written approval, authorize Free Cable Trials longer than ninety (90) days, but in no event longer than one hundred and fifty (150) days; provided, that if the primary premium channel of HBO or the primary premium channel of Showtime is also being made available by the applicable system distributor on a concurrent basis (i.e., as part of the same promotion and with the same commencement date and same end date) as part of a Free Cable Trial, then STE shall not be required to obtain Licensor’s prior written approval for a Free Cable Trial lasting more than ninety (90) days, but shall be required to notify Licensor of the specifics of any such Free Cable Trial lasting more than one hundred and fifty (150) days pursuant to the concurrent HBO or Showtime promotion provisions of this subsection (i) above. Notwithstanding anything to the contrary herein, in no event may any such Free Cable Trial last more than three hundred and sixty-five (365) days. In the event that Licensor receives any specific written correspondence from any of its free television licensees complaining about any such Free Cable Trial(s) that are longer than one hundred and fifty (150) days, then Licensee shall notify STE and, in Licensor’s discretion, STE shall immediately cease including the applicable Licensed Pictures from the feed of the STE Service(s) being offered in such Free Cable Trial(s) and, in such an event, on a prospective basis, STE shall be required to first obtain Licensor’s consent to any Free Cable Trial(s) longer than one hundred and fifty (150) days notwithstanding the concurrent HBO or Showtime promotion provisions of this subsection (i) above, which consent Licensor agrees not to unreasonably withhold or delay. STE’s occasional failure to secure Licensor’s prior written approval for Free Cable Trials lasting longer than ninety (90) days (or longer than one hundred and fifty (150) days, as the case may be), as and when required pursuant to the immediately preceding sentence shall not constitute a material breach of this provision.

(ii) Free Trials By Internet Distributors . STE and any STE distributor that is distributing an STE Service solely by means of the Internet shall be permitted to make any or all of the STE Services (including the Licensed Pictures available on such STE Service)

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available for promotional purposes to new subscribers in the Territory at no charge for a limited trial period (“Free Internet Trial”) for up to thirty (30) consecutive days no more than once during any twelve (12) month period per subscriber. In addition to the Licensed Pictures, all other programs available on the STE Service must be made available for exhibition to subscribers receiving the Free Internet Trial. Prior to enabling the trial period for a Free Internet Trial for a new subscriber, STE or the distributor that is distributing the STE Service must require such new subscriber to input account credentials, including without limitation name, email address and credit card or other valid payment information. Once a subscriber reaches the end of the Free Internet Trial, STE or STE’s distributor shall automatically begin charging such subscriber for continued access to the STE Service unless such subscriber affirmatively opts out of continuing access to the STE Service (or the Open Internet Service that includes STE Service) prior to the end of the Free Internet Trial period. By way of clarity, the Free Internet Trials must at all times comply with all of the copy protection and other security requirements otherwise applicable to permitted Internet exhibitions under this Amended & Restated AmendmentAgreement.

15. Insurance . Licensor shall procure and maintain at its own cost and expense the following insurance policies for the duration of the Amended & Restated AmendmentAgreement:

(a) Commercial General Liability including blanket contractual for the limits of $1,000,000 each occurrence and $2,000,000 in the aggregate.

(b) Producer's Errors & Omissions or Media Liability for the usual and customary coverages of such policies for the limits of $3,000,000 per claim and $5,000,000 in the aggregate. A claims-made policy will be acceptable providing that there is no lapse in coverage.

(c) The above policies referenced in Sections 17(a) and 17(b) are to be endorsed to show STE, its parent, subsidiary and affiliated companies, its licensees, and the officers, directors, agents and employees as additional insureds; have a Severability of Interest clause; a prior thirty (30) days written notice of cancellation and that the above liability policies are primary and any insurance maintained by STE is non-contributory.

(d) All of the insurance carriers of Licensor will be licensed to do business in the states and/or countries where operations or services of the Licensor are performed or provided. All of Licensor’s insurance carriers will have an A.M. Best Guide rating of at least A- or better.

(e) Certificate(s) of insurance and the additional insured endorsement will be delivered to STE as soon as practicable after the execution of the AmendmentAgreement. Licensor has the option to self insure provided that such party complies with all self insurance governmental regulations and remains financially stable. Licensor is responsible for all deductibles and/or self insured retentions under Licensor’s insurance program.

16. Notification . All notices hereunder shall be in writing and shall be sent by certified (return receipt requested) or registered mail, by air courier service, by personal delivery, or by facsimile confirmed by mail (provided, that, notices of breach hereunder may not be made by facsimile) to the address (or fax number) of the party for whom it is intended as set forth at the head of this Amended & Restated AmendmentAgreement, and

(a) in the case of Licensor to:

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Sony Pictures Entertainment Inc.10202 West Washington BoulevardCulver City, CA 90232 Fax: 1-310-244-0510Tel: 1-310-244-4692Attention: General Counsel

with copies to:

Sony Pictures Television Inc.10202 West Washington BoulevardCulver City, CA 90232 Fax: 1-310-244-9222 Tel: 1-310-244-3700 Attention: President

and:

Sony Pictures Television Inc.10202 West Washington BoulevardCulver City, CA 90232 Fax: 1-310-244-1798Tel: 1-310-244-8239Attention: President, Distribution

(b) and in the case of STE to:

Starz Entertainment, LLC8900 Liberty CircleEnglewood, CO 80112-7057Fax: 1-720-852-6245Attention: Executive Vice President, Programming Acquisitions

with copies to:

Starz Entertainment, LLC8900 Liberty CircleEnglewood, CO 80112-7057 Fax: 1-720-852-6279Attention: General Counsel

and:

Starz Entertainment, LLC8900 Liberty CircleEnglewood, CO 80112-7057 Fax: 1-720-852-6249Attention: Senior Vice President, Business & Legal Affairs, Programming

or to such other address (or fax number) as any party may hereafter specify in a notice sent in accordance with the foregoing. A notice shall be deemed delivered five (5) business days after mailing (other than mailings confirming a telefax); all telecopied materials shall be

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deemed delivered on the business day on which they are received by the addressee as evidenced by a copy of the confirmation sheet showing the time and date of the transmission thereof if such telefax was also sent by mailing; and all materials personally delivered shall be deemed served when received by the party to whom they are addressed. Courier notices shall be deemed served one (1) business day after sender’s timely delivery to the express mail and courier company.

17. Guaranty .INTENTIONALLY BLANK Licensor and STE acknowledge and expressly agree that the Guarantee and Indemnity Agreement

dated as of January 26, 2000, made by Liberty Media Corporation (the “Guarantee”), shall not apply to or otherwise guarantee the obligations of STE hereunder other than solely with respect to: (w) 2009 License Agreement Pictures for which the license fee therefore has not been fully paid as of the Effective Date: (x) 2013 Releases; (y) Open Internet License Fees relating to the twelve (12) monthly measuring periods during 2013; and (z) the first two additional payments arising under Paragraph III of Exhibit A ((the obligations described in the foregoing clauses (w), (x), (y) and (z) being hereinafter collectively referred to as the “Continuing Guaranteed Obligations”). Licensor further acknowledges and agrees that, except solely with respect to Continuing Guaranteed Obligations, this Amended & Restated Amendment does not constitute the ‘Subject License Agreement’ nor any ‘Subject Additional Agreement(s)’ under the Guarantee (each as defined therein). In the event of any conflict between the terms of the Guarantee and this Amended & Restated Amendment (including this Section 19), the terms of this Amended & Restated Amendment shall govern and control in all respects.

18. Other Matters . INTENTIONALLY BLANK

(a) “Making of …” Programs.

(i) With respect to the Pictures, STE shall have the following rights and obligations with respect to any “Making of” program which relates to any motion picture theatrically distributed in the Territory by an SPE Group Member (each, a “Making Of”). Licensor shall notify STE in writing if Licensor intends to or has produced a Making Of not less than six months prior to the then scheduled Initial Theatrical Release, if Licensor desires that STE exhibit such Making Of. STE shall then notify Licensor not later than ten days after receipt by STE of such notice whether or not STE will exhibit such Making Of, provided, that STE shall be required to comply with the annual volume requirements set forth below. If STE notifies Licensor that STE will not exhibit such Making Of (or if STE fails to provide notification to Licensor within such ten day period), Licensor shall have the right to license such Making Of to any other Television service. With respect to the Pictures, STE shall be obligated to accept, during each Year, and thereafter exhibit in accordance with the requirements hereinafter set forth, (a) the lesser of eight Making Ofs per Year that relate to Pictures theatrically released by a theatrical distribution arm of Licensor (other than “Sony Pictures Classics”), or the total number of Making Ofs for such Year that relate to Pictures theatrically released by a theatrical distribution arm of Licensor (other than “Sony Pictures Classics”) and (b) the lesser of four Making Ofs per Year that relate to Pictures theatrically released by “Sony Pictures Classics”, or the total number of Making Ofs for such Year that relate to Pictures theatrically released by “Sony Pictures Classics”. STE shall in no case be obligated to exhibit more than two Making Ofs (that have not been previously exhibited on a STE Service) per month.

(ii) With respect to each Making Of exhibited by STE, STE shall have the following rights and obligations: STE shall have the exclusive right (as against Television services in

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the Territory) to exhibit such Making Of from the first day of the month prior to such motion picture’s scheduled initial theatrical release until the last day of the second month after such motion picture’s scheduled initial theatrical release, and during such motion picture’s first Pay Television license period (either hereunder or under any applicable Pay Television agreement relating to such motion picture), and during such motion picture’s second Pay Television license period (either hereunder or under any applicable Pay Television agreement relating to such motion picture), provided, that Licensor shall have the right to exhibit such Making Of during any Pay Television license period only via a form of exhibition by which Licensor would be permitted to exhibit such motion picture during such period. There shall be no License Fee for any Making Of. With respect to a Making Of that relates to a motion picture theatrically released in the Territory by an SPE Group Member (other than “Sony Pictures Classics”), STE shall exhibit such Making Of for not less than six exhibitions, at least two of such exhibitions shall be between the hours of 6:00 p.m. and midnight (one of which two prime-time exhibitions shall be on the channel currently known as Encore or Starz) and at least four of such exhibitions shall occur during the 28 day period commencing two weeks prior to such motion picture’s scheduled initial theatrical release and ending two weeks thereafter. With respect to a Making Of that relates to a “Sony Pictures Classics” release, STE shall exhibit such Making Of for not less than nine exhibitions, at least three of such exhibitions shall be between the hours of 6:00 p.m. and midnight and at least four of such exhibitions shall occur during the 28 day period commencing two weeks prior to such motion picture’s scheduled initial theatrical release and ending two weeks thereafter. Inadvertent failure by STE to comply with the exhibition requirements set forth in this Section 20(a) shall not be deemed a breach of this Amended & Restated Amendment. Additionally, the periods during which STE is permitted and required to exhibit each Making Of shall be based upon the scheduled initial theatrical release date and STE shall not be in breach of this Amended & Restated Amendment as a result of any violation of this Section caused by a change in the initial theatrical release date if such change in initial theatrical release date occurs less than 100 days prior to the originally scheduled initial theatrical release date.

(iii) Each Making Of shall have a run time of not less than three and not more than twelve minutes, as determined in Licensor’s sole discretion, and shall be closed captioned, if available; provided, however, that if STE notifies Licensor that it will exhibit a Making Of hereunder, Licensor shall reasonably consult with STE as to the length of such Making Of. STE shall have the right to place the logo of any STE Service in the opening and closing credits of each Making Of in connection with the exhibition of such Making Of on the STE Services.

(b) Library Amendment. The parties shall enter into: (i) an amendment to the existing Library Agreement and all other existing agreements between the parties wherein Licensor is licensing motion pictures to an STE Service to conform them wherever applicable to this Amended & Restated Amendment; provided that the foregoing shall not alter the License Periods, Exhibition Days or any other inapplicable provisions, including financial terms, and (ii) a new agreement pursuant to which STE shall license from Licensor approximately 500 additional library titles on terms to be negotiated in good faith.

19. Miscellaneous .

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(a) This Amended & Restated AmendmentAgreement and the Exhibits hereto constitute the entire understanding of the parties hereto relating to the subject matter hereof and supersede all previous understandings, commitments or representations concerning the subject matter hereof. This Amended & Restated AmendmentAgreement may not be modified, nor may any provision be waived, except in a writing signed by the party to be charged therewith. No payment under this Amended & Restated AmendmentAgreement shall operate as a waiver of any provision hereof. No waiver of any breach or default under this Amended & Restated AmendmentAgreement shall operate as a waiver of any preceding or subsequent breach or default. The parties each acknowledge that the other party has not made any representations other than those which are contained herein or therein. Without limiting the generality of the foregoing, it is expressly agreed that no changes, deletions or additions to any draft of this Amended & Restated AmendmentAgreement shall be utilized in any manner in interpreting the intent of the parties with respect to the final executed Amended & Restated AmendmentAgreement.

(b) The parties shall promptly execute, acknowledge and deliver to one another all other documents which either party may reasonably require to effectuate any of the purposes and intents of this Amended & Restated AmendmentAgreement.

(c) Any ambiguities shall be resolved without reference to which party may have drafted this Amended & Restated AmendmentAgreement.

(d) The descriptive headings in this Agreement are inserted for reference only and are not intended to affect the meaning, construction and interpretation of this Amended and Restated Agreement.

20. Governing Law; Arbitration; Venue; Jurisdiction . This Amended & Restated AmendmentAgreement and all matters collateral hereto shall be construed and enforced in accordance with the laws of the State of California applicable to contracts executed and performed entirely therein.

(a) Each of the parties hereby irrevocably agrees that the state and federal courts located in Los Angeles, California shall have sole jurisdiction over any suit or other proceeding arising out of or based upon this Amended & Restated AmendmentAgreement (other than disputes that are related to provisions that are subject to arbitration as set forth herein and disputes arising in connection with provisions related specifically to STE’s Internet rights hereunder), and each party hereto hereby waives any claim that it is not subject personally to the jurisdiction of said courts or that any such suit or proceeding is brought in an inconvenient forum or improper venue. Each of the parties hereto irrevocable agrees that service of process in any such suit or other proceeding shall be properly made if delivered to the addresses set forth in Section 18.

(b) Each of the parties hereby irrevocably agree that any dispute, claim or controversy arising out of or relating to the Internet rights and obligations of the parties under this Amended & Restated AmendmentAgreement, or the breach, enforcement, interpretation or validity of such Internet rights, including the scope or applicability of this Amended & Restated AmendmentAgreement to arbitrate such disputes, and that the issues as provided in Sections 2(b)(ii), 15 and 16(b)(i)(F) shall be determined by binding arbitration in Los Angeles, California, before one arbitrator that is a retired judge on JAMS’ panel. The arbitration shall be administered by JAMS for binding arbitration under its Comprehensive Arbitration Rules and Procedures if the matter in dispute exceeds $500,000 in value, or under its Streamlined Arbitration Rules and Procedures if the matter in dispute is less than $500,000 in value, each in accordance with the provisions below.

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(i) The parties shall be entitled to conduct discovery in accordance with Section 1283.05 of the California Code of Civil Procedure, provided that (a) the arbitrator must authorize all such discovery in advance based on findings that the material sought is relevant to the issues in dispute and that the nature and scope of such discovery is reasonable under the circumstances, and (b) discovery shall be limited to depositions and production of documents unless the arbitrator finds that another method of discovery (e.g., interrogatories) is the most reasonable and cost efficient method of obtaining the information sought.

(ii) Judgment on the arbitration award may be entered in any court having jurisdiction. The arbitrator shall be empowered to consider and enter provisional remedies. The arbitrator may, in the arbitration award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party.

(c) Neither party shall be entitled or permitted to commence or maintain any action in a court of law with respect to any issue in this Amended & Restated AmendmentAgreement which is subject to arbitration hereunder until such matter shall have been submitted to arbitration as herein provided and then only for the enforcement of the arbitrator’s award; provided, that prior to the appointment of the arbitrator, or for remedies beyond the jurisdiction of an arbitrator, at any time, either party may seek pendente lite relief, including a temporary restraining order or preliminary injunction in Los Angeles, California, without thereby waiving its right to arbitration of the dispute or controversy under this Section 22.

21. No Editing . STE shall exhibit each Licensed Picture in its entirety including all titles, credits and copyright notices, and shall not cut or delete from any Licensed Picture without the express written consent of Licensor. Subject to guild and contractual restrictions, STE shall be permitted to time-compress any Licensed Picture at a rate no faster than 25 frames per second (based on a normal running time of 24 frames per second). If STE desires to time compress a Licensed Picture, it shall first notify Licensor and request a time-compressed version of such Licensed Picture. If Licensor fails to deliver to STE a time compressed version of such Licensed Picture within 30 days of receipt of such notice, STE may create such version, subject to contractual restrictions. All costs to create such time compressed versions/masters (e.g., editing, duplication, encoding/transcoding) and delivery shall be STE’s sole responsibility. Inadvertent failure to air any Licensed Picture in its entirety as specified above shall not be considered a breach of the Amended & Restated AmendmentAgreement, but STE shall nevertheless indemnify Licensor (and the other parties identified in Section 12(b) above) against any resulting claims, losses, etc. Subject to third party restrictions, STE shall have the right to include an intermission in all Licensed Pictures with a running length of two and one half (2 1/2) hours or longer.

22. Breach and Cure . In the event a party breaches a representation, warranty or undertaking under this Amended & Restated AmendmentAgreement, it shall have the right to cure such breach within 30 days of the delivery of notice of such breach from the non-breaching party (provided, that STE shall have ten days from receipt of notice from Licensor to cure a failure to make a payment when due under this Amended & Restated AmendmentAgreement). In addition to such rights and remedies under law or equity, and not by way of limitation thereof or election with respect thereto: (A) if STE fails to make a payment when due to Licensor, after notice and the expiration of the ten day cure period referred to in the first sentence of this Section 24 Licensor may (x) terminate this Amended & Restated AmendmentAgreement including all licenses granted by it hereby, (y) promptly retrieve the physical materials delivered by it pursuant hereto and/or (z) maintain an action at law for damages against STE; and (B) if STE or its distributor affiliates shall violate the

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restrictions and limitations applicable to tiering and packaging of Un-Tethered STE SOD Service and linear Open Internet Services set forth in Section 2(c)(ii) or to Previews and Free Cable Trials and Internet Cable Trials set forth in Section 16 above or shall otherwise materially or repeatedly fail to comply with any of the restrictions and limitations applicable to STE’s exhibition rights and promotion of the Licensed Pictures (any such violating distributor affiliate is referred to as a “Breaching STE Distributor Affiliate”), Licensor may (without limiting any of its other rights and remedies, at law or in equity) suspend (I) Licensor’s further delivery of the Licensed Pictures, (II) STE’s right to exhibit and promote the Licensed Pictures, (III) STE’s right to authorize the STE distributor affiliate(s) to exhibit and promote the Licensed Pictures, (IV) STE’s right to continue to deliver Licensed Pictures to the STE distributor affiliate(s), (V) STE’s right to authorize the Breaching STE Distributor Affiliate (but not STE’s other distributor affiliates) to exhibit and promote the Licensed Pictures and/or (VI) STE’s right to continue to deliver Licensed Pictures to the Breaching STE Distributor Affiliate (but not STE’s other distributor affiliates) (in each instance, a “Breach-Related Suspension”) upon delivery of a Breach-Related Suspension Notice to STE, as more particularly set forth in Section 24(c) below. Further,

(a) It shall also be an event of default hereunder if any proceeding shall be instituted by or against STE (constituting an event of default by STE) or Licensor (constituting an event of default by Licensor) seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for its or for substantially all of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain un-dismissed or un-stayed for a period of 60 days, or any of the actions sought in such proceeding shall occur; or STE or Licensor, as applicable, or its parent(s) shall take any corporate or limited liability company action to authorize any of the actions set forth above in this Section.

(b) In the event of any breach of this Amended & Restated AmendmentAgreement by either party that is not cured timely in accordance with the provisions of this Section 24 above, the other party shall be entitled to seek, in addition to any other remedies that it may have pursuant to this Amended & Restated AmendmentAgreement or at law or in equity, injunctive relief or an order of specific performance. No failure or delay by either party in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

(c) In the event of a Breach-Related Suspension by Licensor pursuant to clause (B) of this Section 24 above, Licensor shall have the right (without limiting Licensor’s other rights and remedies, at law or in equity) to take any one or more of the actions described in the provisions of (I), (II), (III), (IV), (V) and/or (VI) of said subclause (B), in each instance by delivering a notice to STE of such suspension (an “Initial Breach-Related Suspension Notice”) which shall set forth the basis for such suspension; provided , that, notwithstanding the foregoing, where the breach or non-compliance is solely attributable to the actions of or omissions by a particular Breaching STE Distributor Affiliate, Licensor agrees to limit the suspension triggered by the delivery of the applicable Initial Breach-Related Suspension Notice to only (V) and/or (VI) of said subclause (B). To the extent that Licensor’s Initial Breach-Related Suspension Notice includes a demand that STE cease the exhibition and promotion (or cease any particular exhibition and promotion) of the Licensed Pictures on the STE Services and/or cause any one or more Breaching STE Distributor Affiliate(s) to cease the exhibition and promotion (or cease any particular exhibition and promotion) of the

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Licensed Pictures, STE shall take steps immediately to comply with Licensor’s demand as soon as commercially feasible (but in no event more than seven (7) calendar days after receipt of such Initial Breach-Related Suspension Notice).

(i) If Licensor delivers an Initial Breach-Related Suspension Notice and the cause that gave rise to the related Breach-Related Suspension is timely corrected, repaired, solved or otherwise addressed in the reasonable judgment and to the reasonable satisfaction of Licensor, the Breach-Related Suspension shall terminate upon Licensor’s delivery to STE of a notice thereof (a “Reinstatement Implementation Notice”).

(ii) In the case of any Breach-Related Suspension for which the suspension under Licensor’s Initial Breach-Related Suspension Notice only covered the actions described in (V) and/or (VI) of subclause (B) in this Section 24 above, if the cause that gave rise to such Breach-Related Suspension is not timely corrected, repaired, solved or otherwise addressed in the reasonable judgment and to the reasonable satisfaction of Licensor, then Licensor shall have the right to take any one or more of the actions described in the provisions of (I), (II), (III), (IV), (V) and/or (VI) of said subclause (B) by delivering a notice to STE of such expanded suspension which shall set forth the basis for such expanded suspension (an “Expanded Breach-Related Suspension Notice”, and together with an Initial Breach-Related Suspension Notice, a “Breach-Related Suspension Notice”). To the extent that Licensor’s Expanded Breach-Related Suspension Notice includes a demand that STE cease the exhibition and promotion (or cease any particular exhibition and promotion) of theLicensed Pictures on the STE Services and/or cause any one or more STE distributor affiliate(s) to cease the exhibition and promotion (or cease any particular exhibition and promotion) of the Licensed Pictures, STE shall take steps immediately to comply with Licensor’s demand as soon as commercially feasible (but in no event more than three (3) calendar days after receipt of such Expanded Breach-Related Suspension Notice). If Licensor delivers an Expanded Breach-Related Suspension Notice and the cause that gave rise to the related Breach-Related Suspension is timely corrected, repaired, solved or otherwise addressed in the reasonable judgment and to the reasonable satisfaction of Licensor, the Breach-Related Suspension shall terminate upon Licensor’s delivery to STE of a Reinstatement Implementation Notice.

(iii) For clarity, no period of Breach-Related Suspension shall (x) extend the applicable License PeriodsPeriod for any Licensed Pictures in time, and upon a notice that a Breach-Related Suspension has ended, the License Period(s) shall end as otherwise provided herein or (y) result in a reduction in the License Fees, the Open Internet License Fees or the additional payments set forth in Paragraph III of Exhibit A, in each case due to Licensor under Exhibit A. By way of clarity, the delivery by Licensor of a Reinstatement Implementation Notice shall not relieve STE of any obligations arising under Section 12(b) above relating to or arising out of the acts or omissions giving rise to the Breach-Related Suspension in the first instance.

(iv) Without limiting any other provision contained herein, STE acknowledges that, in the event and to the extent that any such violation of the (X) Previews , Free Cable Trials or Internet Cable Trials provisions set forth in Section 16 above by a Breaching STE Distributor Affiliate results in a number of non-compliant subscribers (i.e., customers receiving a Preview, Free Cable Trial or Internet Cable Trial in violation of Section 16

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above) that, as measured on an STE distributor affiliate-by-STE distributor affiliate basis or on an OTT Internet distributor-by-OTT Internet distributor basis (as applicable, and as applied to the individual Breaching STE Distributor Affiliate(s) whose non-compliance is the basis of such breach), equals or is greater than thirty-three and one third percent (33.333%) of the paying STE Service subscribers then-receiving the applicable STE Service(s) from such Breaching STE Distributor Affiliate(s) and (Y) restrictions and limitations applicable to tiering and packaging of Un-Tethered STE SOD Services and linear Open Internet Services set forth in Section 2(c)(ii) by a Breaching STE Distributor Affiliate (each of the violations described in subclause (X) and (Y) above, a “Section 24(c)(iv) Breach”), Licensor would suffer irreparable injury and harm and that Licensor would not have an adequate remedy at law for money damages if STE failed to comply with this Section 24(c) and any Breach-Related Suspension Notice in accordance with this Amended and Restated Agreement and that Licensor shall be entitled to seek injunctive or other equitable relief, including specific enforcement of the provisions and terms of this Section 24(c) and such Breach-Related Suspension Notice, in addition to any other remedy to which it is entitled, at law or in equity. Furthermore, if Licensor institutes any action or proceeding to enforce STE’s compliance with such Breach-Related Suspension Notice in accordance with this Amended and Restated Agreement in connection with a Section 24(c)(iv) Breach, STE hereby waives the claim or defense therein that there is an adequate remedy at law, and agrees not to argue in any such action or proceeding the claim or defense that such remedy at law exists. It is expressly understood and acknowledged by the parties that the fact that the parties have limited the application of this Section 24(c)(iv) to the Section 24(c)(iv) Breaches is not meant to suggest (and shall not be cited by either of the parties as reflective of an intention by the parties to suggest) that: (I) those are the only breaches under this Amended and Restated AmendmentAgreement that may result in irreparable harm or injury to Licensor, or that may give rise to an action for equitable relief in favor of Licensor, or for which there is no adequate remedy at law; (II) STE is precluded from asserting a claim or defense that there is an adequate remedy at law in the context of a breach other than a Section 24(c)(iv) Breach or from challenging Licensor’s assertion of irreparable injury or harm in the context of any breach other than a Section 24(c)(iv) Breach; and/or (III) the Section 24(c)(iv) Breaches are to be used as a reference point against which other breaches for which Licensor asserts irreparable harm or injury and seeks equitable relief are to be compared, measured or assessed. Further, it is expressly understood and acknowledged by the parties that STE’s waiver of the claim or defense that there is an adequate remedy at law in the limited context of a Section 24(c)(iv) Breach shall not be construed as a waiver of any defense that STE may have challenging the merits of Licensor’s assertion that a Section 24(c)(iv) Breach has occurred.

23. Confidentiality . It is acknowledged that neither Licensor nor STE shall disclose to any third party (other than its respective employees, directors and officers, in their capacity as such, on a need-to-know basis), any information with respect to the provisions and financial terms of this Amended & Restated AmendmentAgreement except:

(a) to the extent necessary to comply with law or the valid order of a court of competent jurisdiction, in which event(s) the party making such disclosure shall so notify the other as promptly as practicable and (if possible, prior to making such disclosure) shall seek confidential treatment of such information, it being understood that the parties will cooperate in obtaining such protective orders or other actions as may be deemed necessary to protect the confidentiality hereof,

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(b) to the extent necessary to comply with S.E.C. or similar disclosure requirements, in which event(s) the party making such disclosure shall so notify the other as promptly as practicable and (if possible, prior to making such disclosure) shall seek confidential treatment of such information, it being understood that the parties will cooperate in obtaining such protective orders or other actions as may be deemed necessary to protect the confidentiality hereof,

(c) to its parent or affiliated companies, their banks, auditors and attorneys and similar professionals, provided, that such companies, banks, auditors and attorneys and similar professionals agree to be bound by the provisions of this Section 25,

(d) in order to enforce in court its rights pursuant to this Amended & Restated AmendmentAgreement,

(e) license fee information to profit participants,

(f) window information (start and end date) and holdback information to other “licensees”, and

(g) to a bona fide prospective buyer or financier, provided, that any such person or entity first executes a written confidentiality agreement pursuant to which the person or entity agree(s) to be bound by the provisions of this Section 25.

24. Canada, Mexico . INTENTIONALLY BLANK

(a) Licensor shall not authorize any Pay Television exhibition of any Picture in Canada or Mexico prior to the Availability Date of such Picture hereunder. Notwithstanding the foregoing, Licensor may authorize the Pay Television exhibition of one (1) acquired SPC Film per Year in any language other than English in Canada or Mexico prior to the Availability Date of such Picture hereunder.

(b) Prior to the conclusion of STE’s First License Period, Licensor shall not authorize the exhibition of any Picture by any Canadian or Mexican Television free broadcast station which can be received over-the-air in the Territory or any Canadian or Mexican Television station or Television service that is retransmitted on any cable system or other Television system in the Territory; provided, that with respect to any Picture for which STE’s First License Period is 18 months (in accordance with the provisions of Section 3(a)(iii) above), the foregoing “holdback” shall expire on the date that is sixteen months after the commencement of STE’s First License Period.

25. Licensor Certification .INTENTIONALLY BLANK Licensor shall provide STE with the following notices and certifications, each of which shall be executed

by an officer of Licensor or an officer of Sony Pictures Television Inc.:

(a) Within 30 days of the date on which Licensor sets the first to occur of each Picture’s Initial Home Video Release, Initial Video-On-Demand Release, or Initial Pay-Per-View Release, but in no case later than the earliest to occur of any of such dates, Licensor shall provide STE with a notice setting forth such Picture’s date of Initial Theatrical Release, General Theatrical Release (if applicable), the date of completion of principal photography, Availability Date and estimated Film Rentals. Additionally, the notice required pursuant to the foregoing sentence shall be delivered for each “A” Film, SPC Film and “B” Film

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designated by Licensor pursuant to Section 4(a)(i) not later than 120 days prior to the Availability Date for the motion picture to which such notice relates.

(b) Within fifteen days after each Picture’s Availability Date, Licensor shall provide STE with a statement setting forth such Picture’s actual Film Rentals.

(c) Additionally, if, at the time of theatrical release of a Qualifying Film that is Theatrically Released By an SPE Group Member during the Term, Licensor reasonably believes that such motion picture will not meet at least one of the Minimum Requirements, or if such motion picture will be released by means of Home Theater, Licensor shall provide STE a notice setting forth such information within 30 days of such motion picture’s Initial Theatrical Release. Notwithstanding any notice delivered under this subsection (c) which indicates that a motion picture will not meet at least one of the Minimum Requirements, if Licensor subsequently determines that such motion picture will qualify as a Picture hereunder, Licensor shall so notify STE by providing the notices set forth in subsections (a) and (b) above within the time frames set forth therein.

(d) Licensor shall provide notice to STE upon Licensor’s release of any Picture for Limited Home Video Release.

26. Audit .

(a) Licensor’s Audit Rights .

(i) Licensor, through its outside auditor, which shall be subject to STE’s approval (with STE hereby pre-approving the so-called “Big 4” accounting firms and any non-affiliated entity that is at the time of an audit permitted hereunder providing audit services for Licensor) shall have the right to inspect and audit STE’s books and records required to verify information relevant to, and to determine whether STE is in compliance with, this Amended & Restated AmendmentAgreement, including, but not limited to, Sections 2(b)(v) andSection 2(d)(v) (collectively, “Licensor MFN Provisions Provision”), Section 2(c), Section 6 and Section 28(f). The parties acknowledge that STE shall not be required to disclose any documents subject to attorney/client privilege or other evidentiary legal privilege to Licensor in the course of such audit. Licensor may elect to conduct such audit (A) at any time within five business days after receipt of a notice delivered to Licensor in accordance with a the applicable Licensor MFN ProvisionsProvision and (B) no more than one time during any Year and such audits shall not cover time periods previously audited except to review additional information not available at the time of such prior audit. Any audit shall be conducted at STE’s home office and shall be made by such person or persons Licensor shall designate in accordance with the first sentence of this Section 28(a)(i) (“Approved Licensor Auditor”) during reasonable business hours upon reasonable prior notice and shall not last on-site for more than 20 consecutive business days, provided STE and its affiliates have supplied within a reasonable period of time all information necessary to conduct standard auditing procedures.

(ii) Additionally, any audit performed as a result of Licensor’s exercise of its rights under Section 28(a)(i) above shall be subject to the following conditions: (1) prior to performing such audit, the Approved Licensor Auditor shall enter into a confidentiality agreement with Licensor and STE, pursuant to which, if (and to the extent that) the audit relates to one or more of the Licensor MFN ProvisionsProvision, the Approved Licensor Auditor shall agree to not disclose any information to Licensor in connection

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with the audit of suchthe Licensor MFN ProvisionsProvision other than whether STE has or has not complied with any such Licensor MFN Provisions in accordance with the conditions set forth herein; (2) if the Approved Licensor Auditor determines, following such audit, that Licensor’s rights under the applicable Licensor MFN Provision(s) have has not been triggered, the Approved Licensor Auditor shall so inform Licensor and STE and no other information shall be provided to Licensor in respect of such audit; (3) if the Approved Licensor Auditor believes, following such audit, that Licensor’s rights under the applicable Licensor MFN Provision(s) have has been triggered, the Approved Licensor Auditor shall so inform only STE, and the Approved Licensor Auditor and STE shall attempt to resolve such apparent trigger; (4) if the Approved Licensor Auditor and STE, after discussions, determine that Licensor’s rights under the applicable Licensor MFN Provision(s) have has not been triggered, the Approved Licensor Auditor shall so inform Licensor and STE and no other information shall be provided to Licensor; (5) if the Approved Licensor Auditor and STE, after discussions, either determine that Licensor’s rights under theapplicable Licensor MFN Provision(s) have has been triggered or are unable to agree as to whether Licensor’s rights under the applicable Licensor MFN Provision(s) have has been triggered, the Approved Licensor Auditor shall provide to Licensor only such information as directly pertains to such trigger and the exercise of Licensor’s rights under the applicable Licensor MFN Provision(s). For the purposes of clarification, no audit performed under this Section shall relieve STE of its obligation to continue to provide notices to Licensor under the Licensor MFN Provision(s) if and when appropriate.

(b) STE’s Audit Rights .INTENTIONALLY DELETED

(i) STE, through its outside auditor, which shall be subject to Licensor’s approval (with Licensor hereby pre-approving the so-called “Big 4” accounting firms and any non-affiliated entity that is at the time of an audit permitted hereunder providing audit services for either STE) shall have the right to inspect and audit Licensor’s books and records required to verify information relevant to this Amended & Restated Amendment, including but not limited to Sections 3(b), 4, 15 and Licensor’s domestic film collection and billing reports (and any settlements related thereto) relating to the exploitation of each Picture commencing upon Licensor’s notification to STE of each Picture’s Availability Date. The parties acknowledge that Licensor shall not be required to disclose any documents that are subject to attorney/client privilege (or other evidentiary legal privilege) to STE in the course of such audit. STE may conduct such audits no more than one time during any Year and such audits shall not cover time periods previously audited except to review additional information not available at the time of such prior audit. Any audit shall be conducted at Licensor’s home office and shall be made by such person or persons STE shall designate in accordance with the first sentence of this Section 28(b)(i) during reasonable business hours upon reasonable prior notice and shall not last on-site for more than 20 consecutive business days, provided Licensor and its affiliates have supplied within a reasonable period of time all information necessary to conduct standard auditing procedures.

(ii) Incontestability. STE may not conduct an audit which covers a time period more than two and one-half years earlier than the date of notification of intent to audit. All information becomes incontestable if not objected to in writing within 30 months of issuance to STE of the relevant Film Rental statement delivered pursuant to Section 27(b), and, if timely objected to, becomes incontestable unless STE initiates formal legal proceedings (assuming no “settlement”) within 12 months of submitting its

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written objection. This incontestability provision shall supersede any otherwise applicable statute of limitations.

(iii) Adjustments to License Fees. Agreed upon adjustments to the total License Fee and/or Open Internet License Fee (as applicable) will be made against amounts owed on subsequent Pictures or in subsequent reporting months in the case of Open Internet License Fees. If a determination of an overpayment or underpayment of any License Fee or Open Internet License Fee is agreed to by the parties or by adjudication, interest shall accrue on such amount from the date paid or due, as applicable, at the prime rate as published from time to time in The Wall Street Journal, plus one percent.

(c) Audit Report . Except as otherwise set forth in this Section 28, the auditing partyLicensor shall, upon completion of any audit, furnish the audited partySTE with a copy of the resulting audit report.

(d) Tolling . If there is an audit (other than by STE or Licensor, as applicable) already in the process or that has been

scheduled during the time period that STE or Licensor, as applicable, has requested, then STE and Licensor shall reschedule STE or Licensor’s, as applicable, audit to commence, unless otherwise mutually agreed by the parties, no later than sixty (60) days from the requested audit start date and STE or Licensor’s, as applicable, time period to commence the requested audit for such period shall be tolled if necessary for an equivalent period of time.

(e) Confidentiality . All information received by the auditing party as a result of any audit permitted hereunder shall be

subject to the confidentiality provisions of Section 25 hereof.

(f) Reporting . STE shall, on a monthly basis, within thirty (30) days after the end of each calendar month, provide

Licensor with the following report and information (“Certified Subscriber Report”), which shall be executed by or otherwise certified by an officer of STE: (i) the actual number of Open Internet Subscribers (including without limitation any Open Internet Subscribers to the services described in Section 2(d)(v) above) and Fee Generating Open Internet Subscribers for the reporting month, for each Open Internet Service and in the aggregate, and (ii) the actual number of subscribers receiving any STE Service by any other means, including, without limitation, by means of cable, satellite or IPTV. Without limiting the foregoing, each time that STE remits payment with respect to Open Internet License Fees, STE shall submit a Certified Subscriber Report to Licensor and sufficient information to allow Licensor to determine how STE arrived at the Open Internet License Fees. In addition to the above and Licensor’s audit rights hereunder, Licensor shall have the right to request up to two extra Certified Subscriber Reports per Year with regard to any of the items described in this Section 28(f). In addition, upon Licensor’s written request from time to time, STE shall provide Licensor with a report detailing performance data (as reasonably available to STE) pertaining to the Licensed Pictures as distributed by STE on an SOD basis.

27. Program Guides . STE shall provide Licensor with copy(s) of STE’s program guide contemporaneously with delivery of such guides to STE’s customers, provided, that occasional failure to timely deliver such program guides shall not be deemed a material breach hereunder provided that STE acts with good faith to remedy such failure.

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28. Assignment . This Amended & Restated AmendmentAgreement may only be assigned by either party hereto, without the consent of the other party, to a party’s parent, subsidiary or affiliated entity. No such assignment shall be effective until any such assignee shall expressly assume in writing all of the assignor’s obligations. Notwithstanding the foregoing, in the event that Licensor (or its then primary theatrical distribution arm, provided, that in such case its primary production arm is also merged or consolidated in the same transaction) or STE is merged or consolidated with and into, or transfers all or substantially all of its assets to any other entity, Licensor or STE, as applicable, may and shall assign this Amended & Restated AmendmentAgreement and its rights hereunder to such entity and cause such entity to assume its obligations hereunder, provided that with respect to any assignment to an entity other than a Licensor Affiliate, any provision of this Amended & Restated AmendmentAgreement relating to Licensor Affiliates shall be of no further force or effect, and that any agreements with a Licensor Affiliate entered into pursuant to this Amended & Restated AmendmentAgreement shall be terminated as of the effective date of such assignment. In addition, Licensor may assign mortgage or hypothecate its rights to receive all or portion of the License Fee and other payments due from STE hereunder, provided, that (i) a copy of such assignment, mortgage or hypothecation is delivered to STE, (ii) STE shall not be obligated to make payments or disbursements to more than one entity, (iii) such assignment, mortgage or hypothecation is duly acknowledged by an authorized officer of Licensor; further, provided, that the applicable assignee, mortgagee or hypothecee provides STE with a non-disturbance letter which is reasonably acceptable to STE, STE agrees to make the License Fee (and, as and if applicable, other) payments to such assignee, mortgagee or hypothecee without offset, deduction, counter-claim or other credits which STE may have or claim to have against any SPE Group Member except for any offset, deduction, counter-claim or other credits which may arise under the terms of this Amended & Restated AmendmentAgreement. Any assignment of this Amended & Restated AmendmentAgreement by either party shall not affect or otherwise discharge such party’s obligations hereunder to the other party, and the assigning party agrees to provide its written acknowledgement thereof in connection with any such assignment. Any purported assignment or transfer by either party of any of its rights or obligations under this Amended & Restated AmendmentAgreement other than in accordance with the provisions of this Section 30 shall be void.

29. Press Release .INTENTIONALLY BLANK Licensor and STE shall mutually agree as to the form, content and release date of any press release

related to this Amended & Restated Amendment; provided, that, the parties agree to issue a press release announcing this Amended & Restated Amendment within the sooner to occur of: (i) a reasonable period of time after the later of full execution hereof by both parties or the Effective Date, and (ii) within any applicable time frame proscribed by applicable law or regulation. Further, Licensor agrees that it will consult with STE, to the extent reasonably practicable, prior to issuing a press release concerning its exercise of the SPA Withdrawal Option. Notwithstanding the foregoing, in no event may SPE issue any press release concerning its exercise of the SPA Withdrawal Option to the extent that STE is referenced in such press release without first obtaining STE’s prior consent thereto; provided that no such consent shall be required to the extent that such disclosure is required by applicable law, rule or regulation of a governmental authority or securities exchange or by order of a governmental authority, court or securities exchange. If STE does not notify Licensor that it does not consent to such reference within three business days of Licensor’s request for such consent, STE shall be deemed to have consented to such reference. For the avoidance of doubt, Licensor shall have no obligation to STE with respect to any press release announcing the licensing, sale or other exploitation by Licensor of any SPA Animated Picture(s) upon the exercise by Licensor of the SPA Withdrawal Option.

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30. Counterparts . This Amended & Restated AmendmentAgreement may be executed in counterparts, each of which when duly signed shall constitute an original, and all such counterparts shall constitute one and the same instrument.

31. Severability . If any provision of this Amended & Restated AmendmentAgreement is, for any reason, held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Amended & Restated AmendmentAgreement, but this Amended & Restated AmendmentAgreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If, moreover, any restriction or provision of this Amended & Restated AmendmentAgreement is, for any reason, held to be too broad as to duration, scope, activity or subject, it shall be construed by limiting and reducing such provision or restriction so as to be enforceable to the extent compatible with applicable law, although Licensor and STE hereby agree that said restrictions and other provisions of this Amended & Restated AmendmentAgreement are fair and reasonable as of the Effective Date. In any such event, Licensor and STE shall endeavor in good faith to replace any invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. By way of clarification, a provision shall not be considered “illegal”, “unenforceable” or “invalid” for purposes of (or for purposes of giving rise to the application of) this Section 33 if such provision is held to be “illegal”, “unenforceable” or “invalid” against a party hereto by reason of such party’s bankruptcy, insolvency, receivership, dissolution, liquidation, winding up or termination or cessation of existence or otherwise by reason of something that is personal to such party ( i.e., such provision is held to be “illegal”, “unenforceable” or “invalid” based upon circumstances that are applicable only to such party).

34. Effect of Amended & Restated Amendment. All rights, remedies and obligations of the parties pursuant to the 2009 License Agreement arising from

any actions or omissions prior to the Effective Date shall continue in full force and effect for the greatest period of time permitted by applicable laws.

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IN WITNESS WHEREOF, the parties have executed this Amended & Restated AmendmentAgreement as of the Amended & Restated AmendmentAgreement Date.

STARZ ENTERTAINMENT, LLC

By:

Its:

SONY PICTURES ENTERTAINMENTTELEVISION INC.

By:

Its:

S-1Amended and Restated Amendment to Pay Television License Agreement (EXECUTION VERSION Feb-8-2013)

EXHIBIT A

LICENSED PICTURES

Library Series

Title Rel Year Episodes Runtime Avail

Start Avail End Months Exclusivity Cost Per Eps.

License Total

Total Exhibition

Days (over entire term)

Runs per Exhibition

HD /SD LAS CC 5.1 Notes

1 What's Happening!! 1976 65 30 12/1/2013 11/30/2015 24 Non-Ex w/ existing

licenses and syndication $7,500 $487,500 20 3 SD N Y N

2 Diff'rent Strokes 1978 189 30 12/1/2013 11/30/2015 24 Non-Ex w/ existing licenses and syndication $7,500 $1,417,500 10 3 SD Y Y N

No LAS for Eps

116, 120, 204, 211

3 227 1985 116 30 1/1/2014 12/31/2015 24

Non-Ex through 5/31/2014 w/ existing

license; Exclusive through the remainder of

the term

$15,000 $1,740,000 10 3 SD N Y N

4 Good Times 1974 133 30 12/1/2015 11/30/2017 24 Non-Ex w/ existing licenses and syndication $8,000 $1,064,000 10 3 SD N Y N

5 Sanford and Son 1972 136 30 12/1/2015 11/30/2017 24 Non-Ex w/ existing licenses and syndication $6,000 $816,000 10 3 SD N Y N

Grand Total: $5,525,000

RATE CARD

I. LICENSE FEE(S)

Subject to the exceptions set forth in Section 1(B) of this Exhibit A, the license fee (“License Fee”) for each Picture shall be based on the tables below (“Rate Card”). The final License Fee is calculated from the percentage of the incremental U.S. theatrical Film Rentals at each level:

A. Rate Card

A - 1Amended and Restated Amendment to Pay Television License Agreement (EXECUTION VERSION Feb-8-2013)

1. For Pictures with General Theatrical Release (or, if no General Theatrical Release has occurred, Initial Theatrical Release) in Years 2014, 2015 and 2016:

Film Rentals:IncrementalPercentage:

Cumulative Fee atHighest Point in Range:

<$1 million 65% $650,000$1 ≤$2 million 55.25% $1.20 million$2 ≤$15 million 33.80% $5.60 million$15 ≤$30 million 19.50% $8.52 million$30 ≤$50 million 14.76% $11.47 million$50 ≤$175 million 0% $11.47 million$175 ≤$207.34 million 9.76% $14.63 million> $207.34 million 0% $14.63 million

2. For Pictures with General Theatrical Release (or, if no General Theatrical Release has occurred, Initial Theatrical Release) in Years 2013, 2017, 2018, 2019, 2020 and 2021:

Film Rentals:IncrementalPercentage:

Cumulative Fee atHighest Point in Range:

<$1 million 87.5% $875,000$1 ≤$2 million 74.38% $1.62 million$2 ≤$15 million 45.5% $7.53 million$15 ≤$30 million 26.25% $11.47 million$30 ≤$50 million 19.86% $15.44 million$50 ≤$175 million 0% $15.44 million$175 ≤$207.34 million 13.13% $19.69 million> $207.34 million 0% $19.69 million

B. Exceptions/Variances.

1. Notwithstanding the Rate Card set forth in Paragraph 1.A.1 above, in no event shall the License Fee for any single Third Party Rent-A-System Film licensed by STE hereunder and covered by said Rate Card (i.e., Third Party Rent-A-System Films released in 2014, 2015 or 2016) be greater than Six Million Dollars ($6,000,000) for such Third Party Rent-A-System Film.


2. Notwithstanding the Rate Card set forth in Paragraph I.A.2 above, for each “B” Film licensed by STE hereunder and covered by said Rate Card (i.e., “B” Films released in 2013, 2017, 2018, 2019, 2020 and 2021), STE shall pay to Licensor a License Fee equal to sixty-five percent (65%) of the applicable License Fee set forth on this Exhibit A; provided, however, that in no event shall License Fee for any single Third Party Rent-A-System Film (after giving effect to the preceding provisions of this Paragraph I.B.2) be greater than Seven Million Dollars ($7,000,000).

3. All of the foregoing Rate Card calculations shall be made after giving effect to the operation, if any, of the provisions of Section 2(f) of the Amended & Restated Amendment (which relate to Later Acquired Significant Service(s)).

Library Features

4 . If the aggregate number of “A” Films and “B” Films that (a) are Theatrically Released By an SPE Group Member on 800 or more screens at its widest point of theatrical release or (b) have at least $20 million of P&A Expenses (all such films being referred to for purposes of this Paragraph I.B . 4 as “Wide Release Films”) is 12 or fewer in any Year during the Term, STE shall have the right to elect to use the License Fee calculation set forth below (“Low Volume Rate Card”) for each Picture with an Availability Date that occurs during the Year following the Year in which the foregoing condition occurs; provided, however, that up to one SPC Film may be counted as a Wide Release Film for such Year if released by an SPE Group Member on 800 or more screens at its widest point of release. The License Fee for each Picture subject to the Low Volume Rate Card shall be equal to the License Fee determined pursuant to the applicable Rate Card set forth in Paragraph I.A above (as modified or qualified by the other provisions of this Paragraph I.B) multiplied by the following applicable Reduced Percentage, based on the number of Wide Release Films (including up to 1 SPC Film) that are Theatrically Released in the applicable Year:

# TITLE REL YEAR START END MONTHS LICENSE FEE COMMENTS

AVAILABLE VERSIONSNotes

HD SD CC LAS 5.1

1 1941 1979 3/1/2015 5/31/2016 15 $136,500 Y Y Y Y N

2 28 DAYS 2000 5/1/2018 7/31/2019 15 $210,000 Y Y Y Y Y

3 3:10 TO YUMA (1957) 1957 1/1/2017 3/31/2018 15 $63,000 Y Y Y Y Y

4 30 DAYS OF NIGHT 2007 4/1/2018 3/31/2019 12 $168,000 Y Y Y Y Y

5 40 GUNS TO APACHE PASS 1967 10/1/2017 12/31/2018 15 $52,500 Y Y Y Y N

6 7TH CAVALRY 1956 1/1/2014 3/31/2015 15 $52,500 Y Y Y Y N

7 88 MINUTES 2008 4/1/2018 6/30/2019 15 $136,500 Y Y Y Y Y

8 976-EVIL 1989 9/1/2016 11/30/2017 15 $63,000 Y Y Y Y N




HD SD CC LAS 5.1

9 ABOUT LAST NIGHT (1986) 1986 2/1/2017 4/30/2018 15 $210,000 Y Y Y Y Y

10 ADVENTURES OF ELMO IN GROUCHLAND, THE 1999 5/1/2016 7/31/2017 15 $63,000 Y Y Y Y Y

11 AGAINST ALL ODDS (1984) 1984 3/1/2015 5/31/2016 15 $63,000 Y Y Y Y N

12 AL JENNINGS OF OKLAHOMA 1951 1/1/2014 3/31/2015 15 $52,500 Y Y Y Y* N*LAS on film print & 1" tape

13 ALI 2001 3/1/2018 2/28/2019 12 $168,000 Y Y Y Y Y

14 ALL THE KING'S MEN (2006) 2006 7/1/2016 9/30/2017 15 $78,750 Y Y Y Y Y

15 ALL THE PRETTY HORSES 2000 9/1/2017 11/30/2018 15 $63,000 Y Y Y Y Y

16 ALVAREZ KELLY 1966 1/1/2014 3/31/2015 15 $63,000 Y Y Y Y N

17 ANACONDA 1997 3/1/2017 2/28/2018 12 $109,200 Y Y Y Y Y

18 ANACONDAS: THE HUNT FOR THE BLOOD ORCHID 2004 3/1/2017 2/28/2018 12 $50,400 Y Y Y Y Y

19 ANGELS & DEMONS 2009 9/1/2019 8/31/2020 12 $239,400 Y Y Y Y Y

20 ANNIE (1982) 1982 1/1/2018 3/31/2019 15 $63,000 Y Y Y Y Y

21 ANOTHER YOU 1991 9/1/2014 11/30/2015 15 $78,750 Y Y Y Y N

22 APACHE AMBUSH 1955 4/1/2014 6/30/2015 15 $52,500 Y Y Y Y Y

23 APACHE TERRITORY 1958 10/1/2017 12/31/2018 15 $63,000 Y Y Y Y* N*LAS on 1" tape

24 ARIZONA (1940) 1940 1/1/2014 3/31/2015 15 $63,000 Y Y Y Y N




HD SD CC LAS 5.1

25 ARIZONA RAIDERS 1965 10/1/2017 12/31/2018 15 $52,500 Y Y Y Y N

26 ARLINGTON ROAD 1999 3/1/2016 5/31/2017 15 $136,500 Y Y Y Y Y

27 ARMED AND DANGEROUS 1986 2/1/2015 4/30/2016 15 $136,500 Y Y Y Y N

28 ART OF WAR II, THE: BETRAYAL 2008 11/1/2014 1/31/2016 15 $78,750 Y Y Y Y Y

29 AS GOOD AS IT GETS 1997 10/1/2017 12/31/2018 15 $136,500 Y Y Y Y Y

30 AWAKENINGS 1990 8/1/2014 10/31/2015 15 $136,500 Y Y Y Y Y

31 BABY GENIUSES 1999 10/1/2018 12/31/2019 15 $63,000 Y Y Y Y Y

32 BABY-SITTERS CLUB, THE 1995 3/1/2015 5/31/2016 15 $63,000 Y Y Y Y Y

33 BAIT (1954) 1954 1/1/2014 3/31/2015 15 $52,500 Y Y Y N N

34 BAT 21 1988 4/1/2015 6/30/2016 15 $210,000

No Bermuda rights during the full license window; Starz has reviewed and agreed.

Y Y Y Y N

35 BATTLE OF ROGUE RIVER 1954 11/1/2016 1/31/2018 15 $52,500 Y Y Y Y* N*LAS on 1" tape

36 BEST OF THE BEST (1989) 1989 7/1/2014 9/30/2015 15 $63,000


Y Y Y N N

37 BEVERLY HILLS NINJA 1997 5/1/2014 7/31/2015 15 $136,500 Y Y Y Y Y

38 BEWITCHED (2005) 2005 1/1/2018 12/31/2018 12 $239,400 Y Y Y Y Y

39 BIG CHILL, THE (1983) 1983 7/1/2015 9/30/2016 15 $210,000 Y Y Y Y Y




HD SD CC LAS 5.1

40 BIG FISH 2003 2/1/2016 4/30/2017 15 $136,500 Y Y Y Y Y

41 BIG HIT, THE 1998 6/1/2017 8/31/2018 15 $136,500 Y Y Y Y Y

42 BIG PICTURE, THE 1989 10/1/2015 12/31/2016 15 $136,500 Y Y Y Y N

43 BITE THE BULLET 1975 10/1/2017 12/31/2018 15 $63,000 Y Y Y Y N

44 BLACK AND WHITE (2000) 2000 12/1/2015 2/28/2017 15 $78,750 Y Y Y Y Y

45 BLACK DAKOTAS, THE 1954 11/1/2016 1/31/2018 15 $52,500 Y Y Y Y N

46 BLACK DYNAMITE 2009 5/1/2017 7/31/2018 15 $78,750 Y Y Y Y Y

47 BLACKJACK KETCHUM, DESPERADO 1956 1/1/2014 3/31/2015 15 $52,500 N Y Y Y N

48 BLANKMAN 1994 10/1/2015 12/31/2016 15 $78,750 Y Y Y Y Y

49 BLESS ME, ULTIMA 2013 4/1/2014 6/30/2015 15 $210,000 Y Y Y Y Y

50 BLIND DATE (1987) 1987 10/1/2014 12/31/2015 15 $136,500 Y Y Y Y Y

51 BLIND FURY 1990 10/1/2015 12/31/2016 15 $63,000 Y Y Y Y N

52 BLOB, THE (1988) 1988 2/1/2014 4/30/2015 15 $136,500 Y Y Y Y N

53 BLONDE AMBITION 2007 1/1/2017 3/31/2018 15 $78,750 Y Y Y Y Y

54 BLUE STREAK 1999 3/1/2018 2/28/2019 12 $168,000 Y Y Y Y Y

55 BLUE THUNDER (1983) 1983 10/1/2015 12/31/2016 15 $136,500 Y Y Y Y Y




HD SD CC LAS 5.1

56 BOBBY JONES: STROKE OF GENIUS 2004 10/1/2016 12/31/2017 15 $78,750 Y Y Y Y Y

57 BOOGEYMAN (2005) 2005 3/1/2016 5/31/2017 15 $136,500 Y Y Y Y Y

58 BOOTY CALL 1997 2/1/2016 4/30/2017 15 $136,500 Y Y Y Y Y

59 BOTTLE ROCKET 1996 10/1/2015 12/31/2016 15 $78,750 Y Y Y Y Y

60 BOYZ N' THE HOOD 1991 1/1/2016 3/31/2017 15 $78,750 Y Y Y Y Y

61 BRAM STOKER'S DRACULA 1992 8/1/2015 10/31/2016 15 $63,000 Y Y Y Y Y

62 BRAVE WARRIOR 1952 4/1/2014 6/30/2015 15 $52,500 N Y Y Y* N*LAS on 1" tape

63 BREAKIN' ALL THE RULES 2004 6/1/2017 8/31/2018 15 $78,750 Y Y Y Y Y

64 BROKEN HEARTS CLUB: A ROMANTIC COMEDY, THE 2000 7/1/2016 9/30/2017 15 $78,750 Y Y Y Y Y

65 BROKEN TRAIL 2006 8/1/2014 10/31/2015 15 $52,500 Y Y Y Y Y

66 BROTHER (2001) 2001 1/1/2014 3/31/2015 15 $78,750 N Y Y Y N

67 BROTHER JOHN 1971 10/1/2014 12/31/2015 15 $78,750 Y Y Y Y N

68 BROTHERS, THE (2001) 2001 11/1/2017 1/31/2019 15 $78,750 Y Y Y Y Y

69 BUCHANAN RIDES ALONE 1958 1/1/2014 3/31/2015 15 $63,000 Y Y Y Y N

70 BUCK AND THE PREACHER 1972 1/1/2015 3/31/2016 15 $63,000 Y Y Y Y N

71 BUDDY 1997 1/1/2016 3/31/2017 15 $63,000 Y Y Y Y Y

72 BUDDY HOLLY STORY, THE 1978 10/1/2015 12/31/2016 15 $136,500 No Bermuda rights Y Y Y Y N A - 7




HD SD CC LAS 5.1

during the full license window; Starz has reviewed and agreed.

73 BUGSY 1991 10/1/2015 12/31/2016 15 $136,500 Y Y Y Y Y

74 CABLE GUY, THE 1996 3/1/2017 5/31/2018 15 $136,500 Y Y Y Y Y

75 CALIFORNIA CONQUEST 1952 1/1/2014 3/31/2015 15 $52,500 Y Y Y Y* N*LAS on 1" tape

76 CANDYMAN 1992 7/1/2016 9/30/2017 15 $78,750

No Bermuda rights from 8/31/2017-9/30/17; Starz has reviewed and agreed.

Y Y Y Y N

77 CAN'T HARDLY WAIT 1998 2/1/2018 4/30/2019 15 $210,000 Y Y Y Y Y

78 CASUALTIES OF WAR 1989 4/1/2015 6/30/2016 15 $136,500 Y Y Y Y Y

79 CAT BALLOU (1965) 1965 1/1/2016 3/31/2017 15 $63,000 Y Y Y Y N

80 CATCH AND RELEASE 2007 11/1/2017 1/31/2019 15 $136,500 Y Y Y Y Y

81 CAVE, THE 2005 11/1/2015 1/31/2017 15 $78,750 Y Y Y Y Y

82 CENTER STAGE 2000 2/1/2018 4/30/2019 15 $136,500 Y Y Y Y Y

83 CHANCES ARE 1989 10/1/2015 12/31/2016 15 $63,000 Y Y Y Y N

84 CHARLIE'S ANGELS (2000) 2000 8/1/2017 7/31/2018 12 $239,400 Y Y Y Y Y

85 CHEECH & CHONG'S NICE DREAMS 1981 10/1/2015 12/31/2016 15 $136,500 Y Y Y Y N

86 CHLOE 2010 10/3/2018 12/31/2019 15 $63,000 Y Y Y Y Y




HD SD CC LAS 5.1

87 CHRISTINE (1983) 1983 3/1/2015 5/31/2016 15 $210,000 Y Y Y Y Y

88 CISCO PIKE 1972 5/1/2014 7/31/2015 15 $63,000 Y Y Y Y N

89 CITY OF HOPE 1991 3/1/2015 5/31/2016 15 $78,750 Y Y Y Y N

90CLOSE ENCOUNTERS OF THE THIRD KIND (ORIGINAL VERSION)

1977 7/1/2016 9/30/2017 15 $210,000 Y Y Y Y Y

91 CLOSER 2004 7/1/2017 9/30/2018 15 $210,000 Y Y Y Y Y

92 COMANCHE STATION 1960 4/1/2014 6/30/2015 15 $52,500 Y Y Y Y N

93 COMPANY, THE (2003) 2003 4/1/2016 6/30/2017 15 $78,750 Y Y Y Y Y

94 COMPANY, THE (2007) 2007 6/1/2016 8/31/2017 15 $63,000 Y Y Y N Y

95 CONQUEST OF COCHISE 1953 1/1/2014 3/31/2015 15 $52,500 Y Y Y Y* N*LAS on 1" tape

96 CONTRACTOR, THE 2007 11/1/2015 1/31/2017 15 $78,750 Y Y Y Y Y

97 COPS AND ROBBERSONS 1994 10/1/2015 12/31/2016 15 $78,750 Y Y Y Y N

98 COVENANT, THE 2006 2/1/2017 5/31/2018 16 $145,950 Y Y Y Y Y

99 COWBOY 1958 1/1/2014 3/31/2015 15 $63,000 Y Y Y Y N

100 CRAFT, THE 1996 3/1/2018 5/31/2019 15 $136,500 Y Y Y Y Y

101 CRIPPLE CREEK 1952 1/1/2014 3/31/2015 15 $52,500 Y Y Y Y N

102 CROUCHING TIGER, HIDDEN DRAGON 2000 12/1/2017 2/28/2019 15 $136,500 Y Y Y Y Y




HD SD CC LAS 5.1

103 CURSE OF THE GOLDEN FLOWER 2006 10/3/2017 12/31/2018 15 $63,000 Y Y Y Y Y

104 D.E.B.S. 2005 1/1/2016 3/31/2017 15 $78,750 Y Y Y Y Y

105 DA VINCI CODE, THE 2006 9/1/2019 8/31/2020 12 $239,400 Y Y Y Y Y

106 DADDY DAY CAMP 2007 3/1/2018 5/31/2019 15 $78,750 Y Y Y Y Y

107 DANCE WITH ME 1998 1/1/2016 3/31/2017 15 $78,750 Y Y Y Y Y

108 DECISION AT SUNDOWN 1957 4/1/2014 6/30/2015 15 $52,500 Y Y Y Y N

109 DEEP END OF THE OCEAN, THE 1999 3/1/2018 5/31/2019 15 $136,500 Y Y Y Y Y*

110 DEFENDOR 2010 3/1/2015 5/31/2016 15 $78,750 Y Y Y Y Y

111 DENNIS THE MENACE (1987) 1987 2/1/2015 4/30/2016 15 $63,000


N Y Y N N

112 DESPERADO (1995) 1995 5/1/2018 4/30/2019 12 $109,200 Y Y Y Y Y

113 DESPERADO TRAIL, THE (1965) 1967 1/1/2014 3/31/2015 15 $52,500 N Y Y N N

114 DESPERADOES, THE (1943) 1943 1/1/2014 3/31/2015 15 $63,000 Y Y Y Y N

115 DESPERADOS, THE (1969) 1969 1/1/2014 3/31/2015 15 $52,500 Y Y Y Y N

116 DESPERATE MEASURES 1998 12/1/2016 2/28/2018 15 $63,000 Y Y Y Y Y

117 DETONATOR, THE 2006 7/1/2016 9/30/2017 15 $78,750 Y Y Y Y Y




HD SD CC LAS 5.1

118 DEUCE BIGALOW: EUROPEAN GIGOLO 2005 4/1/2016 6/30/2017 15 $136,500 Y Y Y Y Y

119 DEVIL IN A BLUE DRESS 1995 9/1/2015 11/30/2016 15 $78,750 Y Y Y Y Y

120 DEVIL'S BACKBONE, THE 2001 1/1/2014 3/31/2015 15 $52,500


Y Y Y Y Y

121 DEVIL'S OWN, THE (1997) 1997 3/1/2017 5/31/2018 15 $136,500 Y Y Y Y Y

122 DIRTY (2006) 2006 3/1/2015 5/31/2016 15 $78,750 Y Y Y Y Y

123 DIRTY LITTLE BILLY 1972 4/1/2014 6/30/2015 15 $52,500 Y Y Y Y* N*LAS on 1" tape

124 DISAPPEARANCE OF GARCIA LORCA, THE 1997 3/1/2015 5/31/2016 15 $78,750


N Y Y Y N

125 DOMINO KID 1957 1/1/2014 3/31/2015 15 $52,500 Y Y Y N N

126 DONNIE BRASCO 1997 7/1/2017 9/30/2018 15 $210,000 Y Y Y Y Y

127 DOOLINS OF OKLAHOMA, THE 1949 1/1/2014 3/31/2015 15 $52,500 Y Y Y Y N

128 DOUBLE TEAM 1997 10/1/2017 12/31/2018 15 $63,000 Y Y Y Y Y

129DR. STRANGELOVE OR: HOW I LEARNED TO STOP WORRYING AND LOVE THE BOMB

1964 1/1/2017 3/31/2018 15 $136,500 N Y Y Y Y

130 DRIVING LESSONS 2006 4/1/2016 6/30/2017 15 $78,750 Y Y Y Y Y

131 EASY RIDER 1969 7/1/2016 9/30/2017 15 $136,500 Y Y Y Y Y

132 EDGE OF ETERNITY 1959 1/1/2014 3/31/2015 15 $52,500 Y Y Y Y N




HD SD CC LAS 5.1

133 EIGHT MILLIMETER 1999 1/1/2017 3/31/2018 15 $210,000 Y Y Y Y Y

134 EXCESS BAGGAGE 1997 10/1/2016 12/31/2017 15 $63,000 Y Y Y Y Y

135 EXORCISM OF EMILY ROSE, THE 2005 3/1/2016 5/31/2017 15 $136,500 Y Y Y Y Y

136 EYE OF THE BEHOLDER 2000 10/1/2015 12/31/2016 15 $136,500 N Y Y Y Y

137 FACE OF A FUGITIVE 1959 4/1/2014 6/30/2015 15 $52,500 Y Y Y Y N

138 FAN, THE 1996 8/1/2015 10/31/2016 15 $136,500 Y Y Y Y Y

139 FEEL THE NOISE 2007 1/1/2018 3/31/2019 15 $78,750


Y Y Y Y Y

140 FEUDIN' RHYTHM 1949 3/1/2014 5/31/2015 15 $52,500 N Y Y N N

141 FIFTH ELEMENT, THE 1997 8/1/2016 10/31/2017 15 $210,000 Y Y Y Y Y

142 FIGHTING MARSHALL, THE 1931 3/1/2014 5/31/2015 15 $52,500 N Y Y N N

143 FINDING FORRESTER 2000 3/1/2018 5/31/2019 15 $136,500 Y Y Y Y Y

144 FIREFLIES IN THE GARDEN 2009 10/1/2015 12/31/2016 15 $78,750 Y Y Y N Y

145 FIRST KNIGHT 1995 12/1/2014 2/29/2016 15 $136,500 Y Y Y Y Y

146 FIVE EASY PIECES 1970 7/1/2016 9/30/2017 15 $136,500 Y Y Y Y N

147 FLATLINERS 1990 4/1/2015 6/30/2016 15 $136,500 Y Y Y Y Y




HD SD CC LAS 5.1

148 FLY AWAY HOME 1996 9/3/2015 11/30/2016 15 $63,000 Y Y Y Y Y

149 FOOLS' PARADE 1971 2/1/2015 4/30/2016 15 $63,000 Y Y Y Y N

150 FOOLS RUSH IN (1997) 1997 1/1/2016 3/31/2017 15 $136,500 Y Y Y Y Y

151 FOR KEEPS 1988 10/1/2015 12/31/2016 15 $136,500 Y Y Y Y N

152 FORBIDDEN 1932 1/1/2014 3/31/2015 15 $52,500 Y Y Y Y N

153 FRESHMAN, THE (1990) 1990 10/1/2015 12/31/2016 15 $136,500 Y Y Y Y N

154 FRIENDS WITH MONEY 2006 4/1/2016 6/30/2017 15 $78,750 Y Y Y Y Y

155 FRIGHT NIGHT (1985) 1985 10/1/2015 12/31/2016 15 $136,500 Y Y Y Y Y

156 FRONTIER HELLCAT 1966 7/1/2014 9/30/2015 15 $52,500


Y Y Y N N

157 FROZEN RIVER 2008 4/1/2018 6/30/2019 15 $78,750 Y Y Y Y Y

158 FUN WITH DICK AND JANE (2005) 2005 8/1/2018 7/31/2019 12 $109,200 Y Y Y Y Y

159 FURY AT GUNSIGHT PASS 1956 7/1/2014 9/30/2015 15 $52,500 N Y Y Y* Y*LAS on 1" tape

160 G (2005) 2005 12/1/2014 2/29/2016 15 $78,750 Y Y Y Y Y

161 GANDHI 1982 7/1/2016 9/30/2017 15 $63,000 Y Y Y Y Y

162 GATTACA 1997 6/1/2017 8/31/2018 15 $136,500 Y Y Y Y Y




HD SD CC LAS 5.1

163 GERONIMO: AN AMERICAN LEGEND 1993 10/1/2015 12/31/2016 15 $63,000 Y Y Y Y Y

164 GET ON THE BUS 1996 10/1/2015 12/31/2016 15 $78,750 Y Y Y Y Y

165 GIRL, INTERRUPTED 1999 2/1/2018 4/30/2019 15 $63,000 Y Y Y Y Y

166 GLADIATOR (1992) 1992 10/1/2015 12/31/2016 15 $78,750 Y Y Y Y N

167 GLASS HOUSE, THE (2001) 2001 6/1/2018 8/31/2019 15 $136,500 Y Y Y Y Y

168 GLORY 1989 1/1/2017 3/31/2018 15 $210,000 Y Y Y Y Y

169 GO (1999) 1999 4/1/2017 6/30/2018 15 $136,500 Y Y Y Y Y

170 GO WEST YOUNG LADY (1941) 1941 4/1/2015 6/30/2016 15 $63,000 N Y Y Y N

171 GODZILLA (1998) 1998 2/1/2016 4/30/2017 15 $299,250 Y Y Y Y Y

172 GOOD DAY FOR A HANGING 1958 1/1/2017 3/31/2018 15 $52,500 Y Y Y Y N

173 GOSPEL, THE (2005) 2005 8/1/2015 10/31/2016 15 $78,750 Y Y Y Y Y

174 GREAT SIOUX MASSACRE, THE 1965 10/1/2017 12/31/2018 15 $52,500 Y Y Y Y N

175 GRIDIRON GANG (2006) 2006 6/1/2018 5/31/2019 12 $168,000 Y Y Y Y Y

176 GROUNDHOG DAY 1993 3/1/2017 5/31/2018 15 $210,000 Y Y Y Y Y

177 GRUDGE 2, THE (2006) 2006 12/1/2016 2/28/2018 15 $136,500 Y Y Y Y Y

178 GRUDGE, THE (2004) 2004 12/1/2016 2/28/2018 15 $210,000 Y Y Y Y Y




HD SD CC LAS 5.1

179 GUARDING TESS 1994 10/1/2015 12/31/2016 15 $136,500 Y Y Y Y Y

180 GUESS WHO'S COMING TO DINNER (1967) 1967 7/1/2017 9/30/2018 15 $78,750 Y Y Y Y Y

181 GUN FURY 1953 4/1/2014 6/30/2015 15 $52,500 Y Y Y Y N

182 GUNFIGHTERS (1947) 1947 4/1/2015 6/30/2016 15 $63,000 N Y Y Y N

183 GUNMAN'S WALK 1958 1/1/2017 3/31/2018 15 $52,500 Y Y Y Y N

184 GUNMEN FROM LAREDO 1959 7/1/2014 9/30/2015 15 $52,500 Y Y Y N N

185 GUNS OF FORT PETTICOAT, THE 1957 1/1/2017 3/31/2018 15 $52,500 Y Y Y Y N

186 HANGING UP 2000 10/1/2016 12/31/2017 15 $78,750 Y Y Y Y Y

187 HANGMAN'S KNOT 1952 7/1/2014 9/30/2015 15 $52,500 N Y Y Y N

188 HARD LUCK (2006) 2006 6/1/2017 8/31/2018 15 $78,750 Y Y Y Y Y

189 HARD MAN, THE 1957 1/1/2017 3/31/2018 15 $52,500 Y Y Y Y N

190 HAWK OF WILD RIVER, THE 1952 6/1/2014 8/31/2015 15 $52,500 N Y Y N N

191 HIGH SCHOOL HIGH 1996 10/1/2014 12/31/2015 15 $136,500 Y Y Y Y Y

192 HIGHER LEARNING (1995) 1995 1/1/2018 3/31/2019 15 $78,750 Y Y Y Y Y

193 HOLLOW MAN 2000 9/1/2018 8/31/2019 12 $168,000 Y Y Y Y Y

194 HOME IN SAN ANTONE 1949 7/1/2014 9/30/2015 15 $52,500 N Y Y N N




HD SD CC LAS 5.1

195 HOOK 1991 12/1/2017 2/28/2019 15 $136,500 Y Y Y Y Y

196 HOUSE OF FLYING DAGGERS 2004 1/1/2016 3/31/2017 15 $78,750 Y Y Y N Y

197 HUDSON HAWK 1991 4/1/2016 6/30/2017 15 $136,500 Y Y Y Y N

198 HUSH 1998 1/1/2016 3/31/2017 15 $63,000 Y Y Y Y Y

199 HUSTLE AND HEAT 2004 10/1/2014 12/31/2015 15 $78,750 Y Y Y Y Y

200 I KNOW WHAT YOU DID LAST SUMMER 1997 8/1/2016 10/31/2017 15 $210,000 Y Y Y Y Y

201 I LOVE YOU TO DEATH 1990 6/1/2015 8/31/2016 15 $136,500 Y Y Y Y Y

202 I STILL KNOW WHAT YOU DID LAST SUMMER 1998 8/1/2016 10/31/2017 15 $210,000 Y Y Y Y Y

203 IDLE HANDS 1999 6/1/2017 8/31/2018 15 $78,750 Y Y Y Y Y

204 IF LUCY FELL 1996 6/1/2015 8/31/2016 15 $78,750 Y Y Y Y N

205 IN MY COUNTRY 2005 6/1/2016 8/31/2017 15 $78,750 Y Y Y Y Y

206 IN THE CUT 2003 10/1/2016 12/31/2017 15 $136,500 Y Y Y Y Y

207 IN THE LINE OF FIRE 1993 4/1/2014 6/30/2015 15 $210,000 Y Y Y Y Y

208 INDIAN UPRISING 1952 7/1/2014 9/30/2015 15 $52,500 N Y Y N N

209 ISHTAR 1987 6/1/2015 8/31/2016 15 $136,500 Y Y Y Y Y

210 IT COULD HAPPEN TO YOU 1994 3/1/2018 5/31/2019 15 $78,750 Y Y Y Y Y




HD SD CC LAS 5.1

211 JAGGED EDGE 1985 6/1/2015 8/31/2016 15 $136,500 Y Y Y Y Y

212 JANE AUSTEN BOOK CLUB, THE 2007 8/1/2017 10/31/2018 15 $63,000 Y Y Y Y Y

213 JAWBREAKER 1999 1/1/2016 3/31/2017 15 $136,500 Y Y Y Y Y

214 JERRY MAGUIRE 1996 1/1/2017 3/31/2018 15 $210,000 Y Y Y Y Y

215 JO JO DANCER, YOUR LIFE IS CALLING 1986 6/1/2015 8/31/2016 15 $78,750 Y Y Y Y N

216 JOE DIRT (2001) 2001 11/1/2018 10/31/2019 12 $168,000 Y Y Y Y Y

217 JOHN CARPENTER'S GHOSTS OF MARS 2001 1/1/2018 3/31/2019 15 $136,500 Y Y Y Y Y

218 JOHN CARPENTER'S VAMPIRES 1998 4/1/2016 6/30/2017 15 $136,500 Y Y Y Y Y

219 JOHNNY MNEMONIC 1995 6/1/2015 8/31/2016 15 $63,000


Y Y Y Y Y

220 JUBAL 1956 11/1/2016 1/31/2018 15 $52,500 Y Y Y Y N

221 JUMANJI (1995) 1995 3/1/2017 2/28/2018 12 $109,200 Y Y Y Y Y

222 JUNEBUG 2005 2/1/2016 4/30/2017 15 $78,750 Y Y Y Y Y

223 JUROR, THE 1996 2/1/2015 4/30/2016 15 $136,500 Y Y Y Y Y

224 JURY DUTY 1995 6/1/2015 8/31/2016 15 $136,500 Y Y Y Y N

225 KAENA: THE PROPHECY 2004 10/1/2014 12/31/2015 15 $78,750 Y Y Y Y Y




HD SD CC LAS 5.1

226 KARATE KID III, THE 1989 3/1/2016 2/28/2017 12 $109,200 Y Y Y Y Y

227 KARATE KID, THE (1984) 1984 3/1/2016 2/28/2017 12 $239,400 Y Y Y Y Y

228 KARATE KID: PART II, THE 1986 3/1/2016 2/28/2017 12 $168,000 Y Y Y Y Y

229 KERMIT'S SWAMP YEARS 2002 7/1/2014 9/30/2015 15 $78,750 Y Y Y Y Y

230 KNIGHT'S TALE, A 2001 2/1/2018 1/31/2019 12 $168,000 Y Y Y Y Y

231 KRAMER VS. KRAMER (1979) 1979 7/1/2016 9/30/2017 15 $136,500 Y Y Y Y Y

232 KUNG FU HUSTLE 2005 8/1/2016 10/31/2017 15 $78,750 Y Y Y Y Y

233 LA BAMBA 1987 1/1/2018 3/31/2019 15 $136,500 Y Y Y Y Y

234 LAND RAIDERS 1969 10/1/2017 12/31/2018 15 $52,500 Y Y Y Y* N*LAS on 1" tape

235 LAST ACTION HERO 1993 6/1/2015 8/31/2016 15 $136,500 Y Y Y Y Y

236 LAST FRONTIER, THE 1955 1/1/2017 3/31/2018 15 $52,500 Y Y Y N Y

237 LAST OF THE COMANCHES 1953 4/1/2014 6/30/2015 15 $52,500 N Y Y Y N

238 LAST OF THE REDMEN, THE 1947 7/1/2014 9/30/2015 15 $52,500 N Y Y N N

239 LAST OF THE RENEGADES 1966 7/1/2014 9/30/2015 15 $52,500


N Y Y N N

240 LAST POSSE, THE 1953 4/1/2014 6/30/2015 15 $52,500 N Y Y Y N




HD SD CC LAS 5.1

241 LAST REBEL, THE 1971 7/1/2014 9/30/2015 15 $52,500


Y Y Y N N

242 LAST SUPPER, THE 1996 7/1/2016 9/30/2017 15 $78,750 N Y Y Y N

243 LAUREL CANYON 2003 4/1/2016 6/30/2017 15 $78,750 Y Y Y Y Y

244 LAW VS. BILLY THE KID, THE 1954 7/1/2014 9/30/2015 15 $52,500 N Y Y Y* N*LAS on 1" tape

245 LAWLESS STREET, A 1955 11/1/2016 1/31/2018 15 $52,500 Y Y Y Y N

246 LAWRENCE OF ARABIA (RESTORED VERSION) 1962 1/1/2017 3/31/2018 15 $136,500 Y Y Y Y Y

247 LAYER CAKE 2005 4/1/2016 6/30/2017 15 $136,500 Y Y Y Y Y

248 LEAGUE OF THEIR OWN, A (1992) 1992 10/1/2016 12/31/2017 15 $210,000 Y Y Y Y Y

249 LEGEND OF BILLIE JEAN, THE 1985 1/1/2014 3/31/2015 15 $136,500 Y Y Y Y Y

250 LEGEND OF TOM DOOLEY, THE 1959 4/1/2014 6/30/2015 15 $52,500 N Y Y Y N

251 LEGEND OF ZORRO, THE (2005) 2005 12/1/2017 11/30/2018 12 $168,000

No Micronesia rights during the full license window; Starz has reviewed and agreed.

Y Y Y Y Y

252 LEGENDS OF THE FALL 1994 4/1/2015 6/30/2016 15 $210,000 Y Y Y Y Y

253 LEONARD PART 6 1987 7/1/2014 9/30/2015 15 $78,750 Y Y Y Y N

254 LEVITY 2003 3/1/2015 5/31/2016 15 $136,500 Y Y Y Y N*

255 LIBERATION OF L.B. JONES, THE 1970 3/1/2015 5/31/2016 15 $78,750 Y Y Y Y

N




HD SD CC LAS 5.1

256 LIES & ALIBIS (2006) 2006 5/1/2014 7/31/2015 15 $78,750 Y Y Y Y Y

257 LIGHTNING GUNS 1950 7/1/2014 9/30/2015 15 $52,500 N Y Y N N

258 LIGHTNING IN A BOTTLE 2004 1/1/2016 3/31/2017 15 $78,750 Y Y Y Y Y

259 LIKE FATHER, LIKE SON 1987 6/1/2015 8/31/2016 15 $63,000 Y Y Y Y N

260 LINEWATCH 2008 12/1/2014 2/29/2016 15 $78,750 Y Y Y Y Y

261 LITTLE NIKITA 1988 6/1/2015 8/31/2016 15 $78,750 Y Y Y Y N

262 LITTLE SECRETS 2002 3/1/2014 5/31/2015 15 $78,750 Y Y Y Y Y*

263 LITTLE TREASURE 1985 7/1/2014 9/30/2015 15 $52,500 N Y Y Y N

264 LITTLE WOMEN (1994) 1994 1/1/2014 3/31/2015 15 $63,000 Y Y Y Y Y

265 LOOK WHO'S TALKING 1989 7/1/2014 9/30/2015 15 $136,500 Y Y Y Y Y

266 LOOK WHO'S TALKING NOW 1993 7/1/2014 9/30/2015 15 $136,500 Y Y Y Y N

267 LOOK WHO'S TALKING TOO 1990 10/1/2015 12/31/2016 15 $136,500 Y Y Y Y N

268 LOOSE CANNONS 1990 6/1/2015 8/31/2016 15 $78,750 Y Y Y Y N

269 LORDS OF DOGTOWN 2005 4/1/2015 6/30/2016 15 $136,500 Y Y Y Y Y

270 LOSER 2000 5/1/2017 7/31/2018 15 $136,500 Y Y Y Y Y*

271 LOVE AND A BULLET 2002 3/1/2018 5/31/2019 15 $78,750 Y Y Y Y Y




HD SD CC LAS 5.1

272 LOVERBOY 1989 2/1/2014 4/30/2015 15 $63,000 Y Y Y Y N

273 LUST FOR GOLD 1949 4/1/2014 6/30/2015 15 $52,500 N Y Y Y N

274 MACKENNA'S GOLD 1969 6/1/2015 8/31/2016 15 $63,000 Y Y Y Y Y

275 MADELINE 1998 7/1/2015 9/30/2016 15 $63,000 Y Y Y Y Y

276 MAJOR DUNDEE 1965 11/1/2016 1/31/2018 15 $63,000 Y Y Y Y N

277 MAKE IT FUNKY! 2005 3/1/2015 5/31/2016 15 $78,750 Y Y Y Y Y

278 MAN CALLED SLEDGE, A 1971 10/1/2017 12/31/2018 15 $63,000 Y Y Y Y N

279 MAN FROM COLORADO, THE 1949 7/1/2014 9/30/2015 15 $52,500 N Y Y Y* N*LAS on 3/4" tape

280 MAN FROM LARAMIE, THE 1955 1/1/2017 3/31/2018 15 $63,000 Y Y Y Y Y*

281 MAN IN THE SADDLE 1951 7/1/2014 9/30/2015 15 $52,500 N Y Y Y* N*LAS on 1" tape

282 MANHATTAN MURDER MYSTERY 1993 6/1/2015 8/31/2016 15 $78,750 Y Y Y Y N

283 MARIE ANTOINETTE (2006 FEATURE) 2006 4/1/2016 6/30/2017 15 $63,000 Y Y Y Y Y

284 MARKSMAN, THE 2005 10/1/2014 12/31/2015 15 $78,750 Y Y Y Y Y

285 MARSH, THE 2007 3/1/2015 5/31/2016 15 $78,750 Y Y Y Y Y

286 MASK OF ZORRO, THE 1998 12/1/2017 11/30/2018 12 $168,000 Y Y Y Y Y

287 MASKED AND ANONYMOUS 2003 3/1/2015 5/31/2016 15 $78,750 Y Y Y Y Y




HD SD CC LAS 5.1

288 MASSACRE CANYON 1954 4/1/2014 6/30/2015 15 $52,500 Y Y Y N N

289 MASTERSON OF KANSAS 1954 7/1/2014 9/30/2015 15 $52,500 Y Y Y Y N

290 MATILDA (1996) 1996 4/1/2018 6/30/2019 15 $63,000 Y Y Y Y Y

291 MAXIMUM RISK 1996 9/1/2014 11/30/2015 15 $63,000 Y Y Y Y Y

292 MEDALLION, THE 2003 1/1/2016 3/31/2017 15 $63,000 Y Y Y Y Y

293 MEN IN BLACK (1997) 1997 8/15/2020 9/14/2021 13 $259,350 Y Y Y Y Y

294 MEN IN BLACK II 2002 8/15/2020 9/14/2021 13 $259,350 Y Y Y Y Y

295 MESSENGERS, THE 2007 1/1/2017 3/31/2018 15 $136,500 Y Y Y Y Y

296 MIRRORMASK 2005 6/1/2015 8/31/2016 15 $78,750 Y Y Y Y Y

297 MIXED NUTS 1994 6/1/2015 8/31/2016 15 $78,750 Y Y Y Y Y

298 MO' MONEY 1992 2/1/2015 4/30/2016 15 $136,500 Y Y Y Y N

299 MONEY TRAIN 1995 1/1/2015 3/31/2016 15 $136,500 Y Y Y Y Y

300 MONSTER HOUSE 2006 1/1/2017 3/31/2018 15 $78,750 Y Y Y Y Y

301 MOTHMAN PROPHECIES, THE 2002 10/1/2018 12/31/2019 15 $210,000 Y Y Y Y Y

302 MOUNTAIN MEN, THE 1980 10/1/2017 12/31/2018 15 $63,000 Y Y Y Y N

303 MR. SOFT TOUCH 1949 7/1/2014 9/30/2015 15 $52,500 N Y Y N N




HD SD CC LAS 5.1

304 MRS. WINTERBOURNE 1996 10/1/2015 12/31/2016 15 $78,750 Y Y Y Y Y

305 MULTIPLICITY 1996 6/1/2015 8/31/2016 15 $136,500 Y Y Y Y Y

306 MUPPETS FROM SPACE 1999 11/1/2015 10/31/2016 12 $50,400 Y Y Y Y Y

307 MUPPETS TAKE MANHATTAN, THE 1984 11/1/2015 10/31/2016 12 $50,400 Y Y Y Y Y

308 MY BEST FRIEND'S WEDDING 1997 8/1/2017 10/31/2018 15 $210,000 Y Y Y Y Y

309 MY GIRL 1991 1/1/2015 3/31/2016 15 $136,500 Y Y Y Y Y

310 MY GIRL 2 1994 1/1/2015 3/31/2016 15 $136,500 Y Y Y Y Y

311 MY STEPMOTHER IS AN ALIEN 1988 2/2/2017 5/31/2018 16 $145,950 Y Y Y Y N

312 NADINE 1987 6/1/2015 8/31/2016 15 $136,500 Y Y Y Y Y

313 NATURAL, THE 1984 2/1/2017 5/31/2018 16 $223,650 Y Y Y Y N

314 NEBRASKAN, THE 1953 4/1/2014 6/30/2015 15 $52,500 N Y Y Y N

315 NEIGHBORS (1981) 1981 6/1/2015 8/31/2016 15 $136,500 Y Y Y Y N

316 NERVOUS TICKS 1993 7/1/2014 9/30/2015 15 $78,750 N Y Y Y N

317 NEVADAN, THE 1950 7/1/2014 9/30/2015 15 $52,500 N Y Y Y Y

318 NEW ADVENTURES OF PIPPI LONGSTOCKING, THE 1988 6/1/2015 8/31/2016 15 $63,000 Y Y Y Y N

319 NIGHT OF THE LIVING DEAD (1990) 1990 6/1/2015 8/31/2016 15 $63,000 Y Y Y Y Y




HD SD CC LAS 5.1

320 NINA TAKES A LOVER 1995 10/1/2014 12/31/2015 15 $78,750 Y Y Y Y N

321 NINE QUEENS 2002 1/1/2014 3/31/2015 15 $52,500 N Y Y Y Y

322 NORTH 1994 5/1/2014 7/31/2015 15 $63,000


Y Y Y Y Y

323 NOWHERE TO RUN (1993) 1993 5/1/2015 7/31/2016 15 $63,000 Y Y Y Y N

324 OLIVER TWIST (2005) 2005 4/1/2015 6/30/2016 15 $78,750 Y Y Y Y Y

325 ONE FALSE MOVE 1992 6/1/2014 8/31/2015 15 $63,000 Y Y Y Y N

326 ONE WAY TRAIL, THE 1931 7/1/2014 9/30/2015 15 $52,500 N Y Y N N

327 ONLY YOU (1994) 1994 7/1/2015 9/30/2016 15 $78,750 Y Y Y Y Y

328 OPEN SEASON (2006) 2006 10/1/2017 12/31/2018 15 $136,500 Y Y Y Y Y

329 OUTLAW STALLION, THE 1950 4/1/2014 6/30/2015 15 $52,500 Y Y Y Y N

330 OUTLAWS IS COMING, THE 1965 7/1/2014 9/30/2015 15 $52,500 Y Y Y Y N

331 PALOMINO, THE 1950 7/1/2014 9/30/2015 15 $52,500 N Y Y N N

332 PARSON AND THE OUTLAW, THE 1957 2/1/2015 4/30/2016 15 $52,500 N Y Y Y N

333 PASSENGERS (2008) 2008 6/1/2018 8/31/2019 15 $136,500 Y Y Y Y Y

334 PATRIOT, THE (2000) 2000 8/1/2017 10/31/2018 15 $299,250 Y Y Y Y Y




HD SD CC LAS 5.1

335 PEGGY SUE GOT MARRIED 1986 1/1/2016 3/31/2017 15 $136,500 Y Y Y Y Y

336 PEOPLE VS. LARRY FLYNT, THE 1996 6/1/2016 8/31/2017 15 $136,500 Y Y Y Y Y

337 PEST, THE 1997 12/1/2015 2/28/2017 15 $78,750 Y Y Y Y Y

338 PHILADELPHIA 1993 7/1/2016 9/30/2017 15 $136,500 Y Y Y Y Y

339 PLACES IN THE HEART 1984 11/1/2014 1/31/2016 15 $136,500 Y Y Y Y N

340 POETIC JUSTICE (1993) 1993 1/1/2018 3/31/2019 15 $78,750 Y Y Y Y N

341 POLLOCK 2000 3/1/2017 5/31/2018 15 $78,750 Y Y Y Y Y

342 POSTCARDS FROM THE EDGE 1990 7/1/2016 9/30/2017 15 $136,500 Y Y Y Y Y

343 PREMONITION (2007) 2007 10/1/2017 12/31/2018 15 $299,250 Y Y Y Y Y

344 PRINCE OF TIDES, THE 1991 3/1/2016 5/31/2017 15 $136,500 Y Y Y Y N

345 PRINCIPAL, THE 1987 10/1/2017 12/31/2018 15 $136,500 Y Y Y Y N

346 PRIVATE RESORT 1985 5/1/2015 7/31/2016 15 $136,500 Y Y Y Y N

347 PROFESSIONAL, THE (1994) 1994 2/1/2014 4/30/2015 15 $136,500 Y Y Y Y Y

348 PROFESSIONALS, THE (1966) 1966 1/1/2016 3/31/2017 15 $63,000 Y Y Y Y Y

349 PURSUIT OF HAPPYNESS, THE (2006) 2006 4/1/2018 6/30/2019 15 $299,250 Y Y Y Y Y

350 QUARANTINE 2008 9/1/2018 11/30/2019 15 $136,500 Y Y Y Y Y




HD SD CC LAS 5.1

351 QUICK AND THE DEAD, THE (1995) 1995 11/1/2015 1/31/2017 15 $63,000 Y Y Y Y Y

352 QUICK GUN, THE 1964 10/1/2017 12/31/2018 15 $52,500 Y Y Y Y N

353 QUICKSILVER 1986 2/1/2015 4/30/2016 15 $136,500 Y Y Y Y N

354 RACE THE SUN 1996 2/1/2015 4/30/2016 15 $78,750 Y Y Y Y Y

355 RACHEL GETTING MARRIED 2008 4/1/2018 6/30/2019 15 $78,750 Y Y Y Y Y

356 RADIO FLYER 1992 2/1/2015 4/30/2016 15 $136,500 Y Y Y Y N

357 RAISIN IN THE SUN, A (1961) 1961 1/1/2016 3/31/2017 15 $78,750 Y Y Y Y* N*LAS on 1" tape

358 RAISIN IN THE SUN, A (2008) 2008 11/1/2014 1/31/2016 15 $78,750 Y Y Y Y Y

359 RAMPAGE AT APACHE WELLS 1965 4/1/2015 6/30/2016 15 $52,500


Y Y Y Y N

360 REAL GENIUS 1985 5/1/2015 7/31/2016 15 $210,000 Y Y Y Y N

361 RELENTLESS (1948) 1948 4/1/2015 6/30/2016 15 $52,500 N Y Y N N

362 REMAINS OF THE DAY, THE 1993 7/1/2016 9/30/2017 15 $63,000 Y Y Y Y Y

363 REPLACEMENT KILLERS, THE 1998 10/1/2017 12/31/2018 15 $136,500 Y Y Y Y Y

364 REPRISAL! 1956 2/1/2015 4/30/2016 15 $52,500 Y Y Y Y* N*LAS on 1" tape

365 RESIDENT EVIL 2002 3/1/2019 9/30/2019 7 $98,000 Y Y Y Y Y




HD SD CC LAS 5.1

366 RESIDENT EVIL: EXTINCTION 2007 3/1/2019 2/28/2020 12 $168,000 Y Y Y Y Y

367 RETURN TO WARBOW 1958 1/1/2017 3/31/2018 15 $52,500 Y Y Y N Y

368 REVENGE (1990) 1990 2/1/2015 4/30/2016 15 $136,500


Y Y Y Y N

369 REVOLVER (2005) 2007 9/1/2014 11/30/2015 15 $136,500 Y Y Y Y Y

370 RICHARD PRYOR HERE AND NOW 1983 7/1/2015 9/30/2016 15 $78,750 Y Y Y N N

371 RICHARD PRYOR LIVE ON THE SUNSET STRIP 1982 2/1/2015 4/30/2016 15 $78,750 Y Y Y N N

372 RIDE BEYOND VENGEANCE 1966 4/1/2015 6/30/2016 15 $63,000 Y Y Y Y N

373 RIDE LONESOME 1959 1/1/2017 3/31/2018 15 $63,000 Y Y Y Y N

374 RIDERS OF THE NORTHLAND 1942 4/1/2015 6/30/2016 15 $52,500 N Y Y N N

375 RIDING IN CARS WITH BOYS 2001 7/1/2018 9/30/2019 15 $136,500 Y Y Y Y Y

376 RISE: BLOOD HUNTER 2007 3/1/2015 5/31/2016 15 $63,000 Y Y Y N Y*

377 RIVER RUNS THROUGH IT, A 1992 7/1/2015 9/30/2016 15 $136,500 Y Y Y Y Y

378 ROCKIN' IN THE ROCKIES 1945 2/1/2015 4/30/2016 15 $52,500 N Y Y N N

379 ROXANNE 1987 1/1/2017 3/31/2018 15 $210,000 Y Y Y Y Y

380 RUDY 1993 1/1/2018 3/31/2019 15 $210,000 Y Y Y Y Y




HD SD CC LAS 5.1

381RUDYARD KIPLING'S THE SECOND JUNGLE BOOK: MOWGLI & BALOO

1997 4/1/2015 6/30/2016 15 $63,000


N Y Y Y N

382 RUN LOLA RUN 1999 1/1/2015 3/31/2016 15 $78,750 Y Y Y Y Y

383 RV 2006 9/1/2017 11/30/2018 15 $299,250 Y Y Y Y Y

384 SANTA FE (1951) 1951 4/1/2015 6/30/2016 15 $52,500 N Y Y Y N

385 SAVAGE PAMPAS 1967 7/1/2016 9/30/2017 15 $52,500 Y Y Y N N

386 SAVING SILVERMAN 2001 4/1/2018 6/30/2019 15 $210,000 Y Y Y Y Y

387 SCHOOL DAZE 1988 2/1/2015 4/30/2016 15 $78,750 Y Y Y Y N

388 SECRET IN THEIR EYES, THE 2010 8/1/2014 10/31/2015 15 $78,750

Bermuda rights non-exclusive during the full license window; Starz has reviewed and agreed.

Y Y Y Y Y

389 SECRET OF TREASURE MOUNTAIN (1955) 1956 4/1/2015 6/30/2016 15 $52,500 Y Y Y N N

390 SECRET WINDOW 2004 10/1/2016 12/31/2017 15 $299,250 Y Y Y Y Y

391 SEE NO EVIL, HEAR NO EVIL (1989) 1989 5/1/2015 7/31/2016 15 $136,500 Y Y Y Y N

392 SEEMS LIKE OLD TIMES 1980 2/1/2015 4/30/2016 15 $136,500 Y Y Y Y N

393 SEMINOLE UPRISING 1955 2/1/2015 4/30/2016 15 $52,500 Y Y Y Y* N*LAS on 1" audio

394 SENSE AND SENSIBILITY 1995 1/1/2018 3/31/2019 15 $63,000 Y Y Y Y Y




HD SD CC LAS 5.1

395 SERAPHIM FALLS 2007 6/1/2015 8/31/2016 15 $63,000 Y Y Y N Y

396 SEVEN YEARS IN TIBET 1997 3/1/2016 5/31/2017 15 $136,500 Y Y Y Y Y

397 SEVENTH SIGN, THE 1988 1/1/2016 3/31/2017 15 $63,000 Y Y Y Y N

398 SHE HATE ME 2004 10/1/2016 12/31/2017 15 $78,750 Y Y Y Y Y

399 SHOTTAS 2006 3/1/2014 5/31/2015 15 $78,750 Y Y Y Y Y

400 SIERRA STRANGER 1957 4/1/2015 6/30/2016 15 $52,500 Y Y Y N N

401 SILENT HILL 2006 4/1/2016 6/30/2017 15 $136,500 Y Y Y Y Y

402 SILVERADO 1985 1/1/2015 3/31/2016 15 $63,000 Y Y Y Y Y

403 SINGLE WHITE FEMALE 1992 1/1/2016 3/31/2017 15 $136,500 Y Y Y Y N

404 SLACKERS 2002 5/1/2014 7/31/2015 15 $136,500 Y Y Y Y Y

405 SLAPPY AND THE STINKERS 1998 7/1/2014 9/30/2015 15 $63,000 Y Y Y Y Y

406 SLC PUNK 1999 4/1/2014 6/30/2015 15 $78,750 Y Y Y Y Y

407 SLEEPLESS IN SEATTLE 1993 10/1/2016 12/31/2017 15 $210,000 Y Y Y Y Y

408 SLEUTH 2007 8/1/2017 10/31/2018 15 $78,750 Y Y Y Y Y

409 SLIPSTREAM (2007) 2007 3/1/2015 5/31/2016 15 $78,750 Y Y Y N Y

410 SNATCH (2000) 2000 10/1/2017 12/31/2018 15 $210,000 Y Y Y Y Y




HD SD CC LAS 5.1

411 SNIPER (1993) 1993 2/1/2016 4/30/2017 15 $136,500 Y Y Y Y Y

412 SO I MARRIED AN AXE MURDERER 1993 10/1/2015 12/31/2016 15 $136,500 Y Y Y Y Y

413 SOLDIER'S STORY, A 1984 2/1/2016 4/30/2017 15 $78,750 Y Y Y Y N

414 SOLO 1996 10/1/2017 12/31/2018 15 $78,750 Y Y Y Y Y

415 SOUTHLAND TALES 2007 3/1/2015 5/31/2016 15 $78,750 Y Y Y Y Y

416 SPANGLISH 2004 1/1/2017 3/31/2018 15 $210,000 Y Y Y Y Y

417 SPICE WORLD 1998 12/1/2014 2/29/2016 15 $78,750 Y Y Y Y Y

418 SPIDER-MAN (2002) 2002 2/1/2021 10/23/2021 8.7 $174,402 Y Y Y Y Y

419 SPIDER-MAN 2 (2004) 2004 12/1/2020 10/23/2021 10.7 $214,302 Y Y Y Y Y

420 SPIDER-MAN 3 (2007) 2007 10/1/2020 10/23/2021 12.7 $254,202 Y Y Y Y Y

421 SQUID AND THE WHALE, THE 2005 10/1/2017 12/31/2018 15 $78,750 Y Y Y Y Y

422 ST. ELMO'S FIRE 1985 2/1/2015 4/30/2016 15 $136,500 Y Y Y Y Y

423 ST. TRINIAN'S 2009 7/1/2014 9/30/2015 15 $78,750 Y Y Y N Y

424 STAGE TO TUCSON 1950 4/1/2015 6/30/2016 15 $52,500 N Y Y Y N

425 STAND BY ME 1986 3/1/2018 5/31/2019 15 $210,000 Y Y Y Y Y

426 STARMAN (1984) 1984 2/1/2015 4/30/2016 15 $136,500 Y Y Y Y Y




HD SD CC LAS 5.1

427 STARSHIP TROOPERS 1997 1/1/2017 3/31/2018 15 $299,250 Y Y Y Y Y

428 STEALTH 2005 2/1/2016 4/30/2017 15 $210,000 Y Y Y Y Y

429 STEAMBOY 2005 5/1/2014 7/31/2015 15 $78,750 Y Y Y Y Y

430 STEEL MAGNOLIAS (1989) 1989 7/1/2016 9/30/2017 15 $136,500 Y Y Y Y Y

431 STEPMOM 1998 7/1/2018 6/30/2019 12 $109,200 Y Y Y Y Y

432 STIR CRAZY (1980) 1980 3/1/2015 5/31/2016 15 $136,500 Y Y Y Y N

433 STOMP THE YARD 2007 9/1/2018 8/31/2019 12 $63,000 Y Y Y Y Y

434 STRANGER WORE A GUN, THE 1953 2/1/2015 4/30/2016 15 $52,500 N Y Y Y N

435 STRIKING DISTANCE 1993 7/1/2015 9/30/2016 15 $210,000 Y Y Y Y Y

436 STRIPES 1981 1/1/2017 3/31/2018 15 $210,000 Y Y Y Y Y

437 SUBURBANS, THE 1999 6/1/2015 8/31/2016 15 $78,750 N Y Y Y Y

438 SUNSET 1988 4/1/2015 6/30/2016 15 $63,000 Y Y Y Y N

439 SUNSHINE STATE 2002 8/1/2014 10/31/2015 15 $78,750 Y Y Y Y Y

440 SUPERBABIES: BABY GENIUSES 2 2004 5/1/2014 4/30/2015 12 $63,000 Y Y Y Y Y

441 SURF'S UP 2007 11/1/2017 12/31/2018 14 $73,500 Y Y Y Y Y

442 SWAN PRINCESS, THE 1994 6/1/2014 8/31/2015 15 $63,000 Y Y Y Y N




HD SD CC LAS 5.1

443 TAILOR OF PANAMA, THE 2001 7/1/2017 9/30/2018 15 $210,000 Y Y Y Y Y

444 TAKE, THE (2008) 2008 3/1/2015 5/31/2016 15 $78,750 Y Y Y Y Y

445 TALK TO HER 2002 6/30/2015 9/30/2016 15 $78,750 Y Y Y Y* Y*LAS on 3/4 tape

446 TALL T, THE 1957 4/1/2014 6/30/2015 15 $63,000 Y Y Y Y N

447 TAP 1989 2/1/2015 4/30/2016 15 $78,750 Y Y Y Y N

448 TAXI DRIVER 1976 10/1/2015 12/31/2016 15 $210,000 Y Y Y Y Y

449 TEN WANTED MEN 1955 4/1/2015 6/30/2016 15 $52,500 N Y Y Y* N*LAS on 3/4 tape

450 TEXAS RANGERS, THE (1951) 1951 2/1/2015 4/30/2016 15 $52,500 N Y Y N N

451 TEXICAN, THE 1966 4/1/2015 6/30/2016 15 $52,500 Y Y Y Y N

452 THAT TEXAS JAMBOREE 1946 4/1/2015 6/30/2016 15 $52,500 N Y Y N N

453 THEY CAME TO CORDURA 1959 2/1/2015 4/30/2016 15 $52,500 Y Y Y Y N

454 THEY RODE WEST 1954 4/1/2015 6/30/2016 15 $52,500 N Y Y Y N

455 THOMAS AND THE MAGIC RAILROAD 2000 10/1/2015 12/31/2016 15 $78,750 Y Y Y Y

Y

456 THREE CAN PLAY THAT GAME 2008 12/1/2015 2/28/2017 15 $78,750 Y Y Y Y Y

457 THREE HOURS TO KILL 1954 2/1/2015 4/30/2016 15 $52,500 Y Y Y Y N

458 THUMBSUCKER 2005 7/15/2017 10/31/2018 16 $84,000 Y Y Y Y Y




HD SD CC LAS 5.1

459 THUNDER AT THE BORDER 1966 4/1/2015 6/30/2016 15 $52,500 N Y Y Y* N*LAS on 1" tape

460 THUNDERHEART 1992 2/1/2015 4/30/2016 15 $136,500 Y Y Y Y N

461 THUNDERHOOF 1948 2/1/2015 4/30/2016 15 $52,500 N Y Y N N

462 TIME FOR KILLING, A 1967 1/1/2014 3/31/2015 15 $63,000 N Y Y Y* N*LAS on 1" tape

463 TO DIE FOR (1995) 1995 2/1/2014 4/30/2015 15 $136,500 Y Y Y Y Y

464 TO SIR, WITH LOVE (1967) 1967 1/1/2016 3/31/2017 15 $78,750 Y Y Y Y N

465 TO SIR, WITH LOVE II 1996 10/1/2015 12/31/2016 15 $78,750 N Y Y Y Y*

466 TOOTSIE 1982 2/1/2017 5/31/2018 16 $223,650 Y Y Y Y Y

467 TOY, THE 1982 4/1/2015 6/30/2016 15 $136,500 Y Y Y Y N

468 TRAPPED (2002) 2002 6/1/2015 5/31/2016 12 $50,400


Y Y Y Y Y

469 TROOP BEVERLY HILLS (1989) 1989 2/2/2017 5/31/2018 16 $67,200 Y Y Y Y N

470 TRUE BELIEVER 1989 10/1/2015 12/31/2016 15 $63,000 Y Y Y Y N

471 TRUMPET OF THE SWAN, THE 2001 11/1/2016 1/31/2018 15 $78,750 Y Y Y Y Y

472 TULSA 1949 4/1/2015 6/30/2016 15 $52,500 N Y Y Y* N*LAS on 1/4" analog

473 TWENTY BUCKS 1993 3/1/2015 5/31/2016 15 $78,750 N Y Y N N




HD SD CC LAS 5.1

474 TWO CAN PLAY THAT GAME 2001 4/1/2018 6/30/2019 15 $78,750 Y Y Y Y Y

475 TWO FISTED LAW 1932 2/1/2015 4/30/2016 15 $52,500 N Y Y Y N

476 TWO RODE TOGETHER 1961 1/1/2014 3/31/2015 15 $63,000 Y Y Y Y N

477 ULTRAVIOLET 2006 1/1/2018 3/31/2019 15 $210,000 Y Y Y Y Y

478 UNDER SUSPICION (2000) 2000 10/1/2016 12/31/2017 15 $78,750 Y Y Y Y Y

479 UNDERWORLD EVOLUTION 2006 10/1/2018 3/31/2019 6 $84,000 Y Y Y Y Y

480 UNDERWORLD: RISE OF THE LYCANS 2009 10/1/2018 3/31/2019 6 $119,700 Y Y Y Y Y

481 UNIVERSAL SOLDIER: THE RETURN 1999 12/1/2017 2/28/2019 15 $63,000 Y Y Y Y Y

482 UNTAMED BREED, THE 1948 4/1/2015 6/30/2016 15 $52,500 N Y Y N N

483 UNTRACEABLE (2008) 2008 6/1/2018 5/31/2019 12 $239,400 Y Y Y Y Y

484 USED CARS (1980) 1980 2/1/2015 4/30/2016 15 $136,500 Y Y Y Y N

485 UTAH BLAINE 1957 1/1/2014 3/31/2015 15 $63,000 Y Y Y Y* N*LAS on 1/4" analog

486 VACANCY 2007 9/1/2017 11/30/2018 15 $210,000 Y Y Y Y Y

487 VIOLENT MEN, THE 1955 2/1/2015 4/30/2016 15 $52,500 Y Y Y Y N

488 VOLVER (2006) 2006 4/1/2016 6/30/2017 15 $78,750 Y Y Y N Y

489 WALK HARD: THE DEWEY COX STORY 2007 11/1/2018 1/31/2020 15 $136,500 Y Y Y Y Y




HD SD CC LAS 5.1

490 WALKING HILLS, THE 1949 4/1/2015 6/30/2016 15 $52,500 N Y Y Y* N*LAS on 1/4" analog

491 WATERDANCE, THE 1992 7/1/2014 9/30/2015 15 $78,750 Y Y Y Y N

492 WE OWN THE NIGHT 2007 4/1/2017 6/30/2018 15 $136,500 Y Y Y Y Y

493 WEDDING PLANNER, THE 2001 10/1/2018 9/30/2019 12 $239,400 Y Y Y Y Y

494 WEEKEND AT BERNIE'S II 1993 2/1/2015 4/30/2016 15 $136,500 Y Y Y Y N

495 WESTERN CODE, THE 1932 2/1/2015 4/30/2016 15 $52,500 N Y Y N N

496 WHAT LOVE IS 2007 6/1/2015 8/31/2016 15 $78,750 Y Y Y Y Y

497 WHAT PLANET ARE YOU FROM? 2000 11/1/2015 1/31/2017 15 $78,750 Y Y Y Y Y

498 WHEN A STRANGER CALLS (2006) 2006 4/1/2015 6/30/2016 15 $136,500 Y Y Y Y Y

499 WHEN THE REDSKINS RODE 1951 4/1/2015 6/30/2016 15 $52,500 N Y Y Y N

500 WHITE NIGHTS 1985 10/1/2015 12/31/2016 15 $78,750 Y Y Y Y Y

501 WHITE SQUAW, THE 1956 2/1/2015 4/30/2016 15 $52,500 Y Y Y Y* N*LAS on 1/4 analog

502 WHITE WATER SUMMER 1987 10/1/2015 12/31/2016 15 $136,500 Y Y Y Y N

503 WHO'S HARRY CRUMB? 1989 5/1/2015 7/31/2016 15 $136,500 Y Y Y Y N

504 WILD THINGS 1998 12/1/2017 2/28/2019 15 $136,500 Y Y Y Y Y

505 WILD WESTERNERS, THE 1962 4/1/2015 6/30/2016 15 $52,500 N Y Y Y* N*LAS on 1" video




HD SD CC LAS 5.1

506 WIND CHILL 2007 4/1/2017 6/30/2018 15 $136,500 Y Y Y Y Y

507 WINGED MIGRATION 2003 3/1/2015 5/31/2016 15 $78,750 Y Y Y Y Y

508 WOLF 1994 10/1/2015 12/31/2016 15 $63,000 Y Y Y Y Y

509 WYOMING RENEGADES 1954 2/1/2015 4/30/2016 15 $52,500 Y Y Y Y* N*LAS on 1" video

510 ZATHURA: A SPACE ADVENTURE 2005 3/1/2017 2/28/2018 12 $109,200 Y Y Y Y Y

$53,174,756

Number of Wide Release Films (including up to 1 SPC Film) Reduced Percentage10 to 12 93.5% 8 to 9 87%Less than 8 66.66%

II. OPEN INTERNET LICENSE FEE(S)

In addition to the amounts set forth in Paragraph I above and Paragraph III below, beginning with the month of January 2013 and for each month through and including the month in which occurs the scheduled end of the last expiring License Period under this Amended & Restated Amendment , STE shall pay to Licensor an amount equal to $0.225 for each Fee Generating Open Internet Subscriber (collectively, the “Open Internet License Fees”). The aggregate number of Fee Generating Open Internet Subscribers who subscribed to or were authorized to access the STE Service shall be calculated as the average number of such Subscribers over the applicable measuring month (determined by adding the number of Open Internet Subscribers on the first day of the month to the number of Open Internet Subscribers on the last day of the month, and dividing the sum by 2); provided, that each Pay-Per-Stay Room authorized to receive an Open Internet Service at any time during a month pursuant to Section 2(a)(ii) of this Amended and Restated Amendment shall constitute a separate Open Internet Subscriber with respect to such month and shall be considered a Fee Generating Open Internet Subscriber for such month, even if no guest in such Pay-Per-Stay Room elected to view such service during such month. The Open Internet License Fee due to Licensor, if any, with respect to any particular month shall be paid to Licensor (along with the Certified Subscriber Report for such month required pursuant to Section 28(f) of the Amended & Restated Amendment) no later than sixty (60) days following the end of such month. For purposes hereof, the “Fee Generating Open Internet Subscribers” means the average number of Open Internet Subscribers that subscribe to any STE Service via the Open Internet (e.g., Starz Play) in a given month, whether directly from STE or from an Open Internet Service distributing the applicable STE Service, but only to the extent that the average number of such Open Internet Subscribers for such month, when added to the average number of all of the subscribers to any STE Pay Television Service that constitutes a Starz Channel (each, a “Starz Linear Subscriber”) in the


aggregate exceeds the greater of (x) twenty-five million (25,000,000) and (y) the average number of Starz Linear Subscribers for such month. For the avoidance of doubt and notwithstanding any provisions hereof to the contrary, a Starz Linear Subscriber that is authorized to receive a package of STE Pay Television Services that constitute Starz Channels (such as the Starz Movie Pack) by subscribing to the primary premium channel of such Starz Channel (as of the Effective Date, ‘Starz’) in a given month shall count as a single such Starz Linear Subscriber for purposes of calculating the average number of such Starz Linear Subscribers for such month. By way of example, if the average number of Open Internet Subscribers for a month is three million (3,000,000) and the average number of Starz Linear Subscribers in that same month is twenty-three million (23,000,000), the Open Internet License Fees for such month would be $225,000 ($.225 x 1,000,000). By way of further example, if the average number of Open Internet Subscribers for a month is four million (4,000,000) and average number of Starz Linear Subscribers in that same month is twenty-seven million (27,000,000), the Open Internet License Fees for such month would be $900,000 ($.225 x 4,000,000). By way of clarity, for purposes of this Paragraph II: (a) only subscribers to that primary premium channel of a STE Pay Television Service that constitutes a Starz Channel (as distinguished, for example, from non-primary premium channels of STE Pay Television Services (e.g., Starz Comedy) and that primary premium channel of STE Pay Television Service known as “Encore” as long as such channel does not constitute a Starz Channel) will be included in the calculation of Starz Linear Subscribers; whereas (b) Open Internet Subscribers to each unique STE Service (whether a Starz Channel, an Encore Channel or any other permitted channel/service, and whether an STE Pay Television Service or an STE SOD Service) will be included in the calculation of Open Internet Subscribers above. Fee Generating Open Internet Subscriber numbers do not take into consideration the number of Open Internet Subscribers who actually use the applicable Open Internet Service. A consumer that subscribes to more than one unique (as opposed to packaged or bundled) STE Service via an Open Internet Service shall be counted as an Open Internet Subscriber to each such unique STE Service (e.g., if a subscriber subscribes to two unique STE Services via an Open Internet Service, then such subscriber shall be counted as two Open Internet Subscribers for any applicable measuring date). As provided in Section 2(d)(v) of this Amended & Restated Amendment, any consumer that is an Open Internet Subscriber as a result of subscribing to any Open Internet Service via a Licensor Affiliate shall not be counted as an Open Internet Subscriber for purposes of determining the Open Internet License Fees. For clarity, the Open Internet License Fee is a “per subscriber per month” fee, and not a “per picture” fee.


III. BONUS PAYMENT(S).

In addition to the amounts set forth in Paragraphs I and II above, STE shall pay to Licensor the amounts set forth below on the dates set forth below:

Payment Amount: Payment Due Date:$47.5 million January 15, 2013$47.5 million January 15, 2014$46.1 million January 15, 2015$46.1 million January 15, 2016$46.1 million January 15, 2017$46.1 million January 15, 2018$46.1 million$46.1 million

January 15, 2019January 15, 2020

$46.1 million$46.1 million

January 15, 2021January 15, 2022


EXHIBIT B

TECHNICAL SPECIFICATIONS

With respect to each Licensed Picture:

(A) Licensor shall permit access to a standard definition and, if available, high definition video master or mezzanine level file free of scratches, splices, dirt and other visual defects of technical quality in accordance with Television SMPTE standards and suitable for exhibition on Pay Television in the Territory in accordance with STE’s standards (as set forth in Section L below) (“Master”) at a laboratory designated by Licensor (“Laboratory”), of a closed-captioned English language version and a Latin American Spanish language version of each Licensed Picture for tape-to-tape transfer for Exhibition by Pay Television as specified in this Exhibit. Delivery of the Master(s) to the Laboratory shall take place not later than four months prior to such Licensed Picture’s First License Period. Any fees or expenses to produce a Master shall be payable solely by Licensor. Each closed-captioned version of each Licensed Picture shall be in compliance with the minimum specifications set by the National Captioning Institute as of the date of delivery.

(B) Each Master shall be made available to STE at the Laboratory for the purpose of preparing, at STE’s cost and expense and for STE’s use as provided for in this Amended & Restated Agreement, the number of videocassettes and videotapes or the mezzanine level files (or such other medium as is the then current standard within the Pay Television industry) of such Licensed Picture(s) required and ordered by STE hereunder (“Video Reproductions”). Licensor shall execute the Laboratory Access Letter attached as Schedule 1 to this Exhibit B, and thereby authorize the Laboratory to prepare for and release to STE such Video Reproductions. Licensor shall deliver such executed Laboratory Access Letter to the Laboratory and to STE’s “Traffic Coordinator” no later than four months prior to such Licensed Picture’s First License Period. At the time of delivery of the Laboratory Access Letter to the Laboratory and STE, Licensor shall provide written notice of the measured action-to-action running time of such Licensed Picture.

(C) Each Master that Licensor shall deliver to the Laboratory shall be a full-frame panned and scanned NTSC component digital master (digital betacam, or mezzanine level file, or equivalent) created from any one of the following (in order of STE’s preference), free of all commercial breaks, black spaces or slugs (except for Library Series, which shall be delivered with a 1-2 second black time for commercial breaks) and, except as otherwise specified in the Amended & Restated Agreement and except for watermarks, all encoding technologies, including, without limitation, any technology which would prevent copying or duplication by recipients of the Service:

(i) a 35mm interpositive made from the original final-cut theatrical negative, timed and color-corrected; or

(ii) a 35mm internegative made from a timed, color-corrected interpositive; or

(iii) a 35mm color reversal intermediate negative made from the original final-cut theatrical negative, timed and color-corrected; or

(iv) a 35mm composite print, printed three points light overall, on Eastman Kodak low contrast film stock (or film stock of quality comparable in STE’s sole discretion) made from the original final-cut theatrical negative; or(v) a 35mm composite print, printed three points light overall, on Eastman Kodak low contrast film stock (or film stock of quality comparable in STE’s sole discretion) made from the original final-cut theatrical negative; or

(v ) a 35mm composite print, printed three points light overall, on Eastman Kodak low contrast film stock (or film stock of quality comparable in STE’s sole

B - 1Amended and Restated Amendment to Pay Television License Agreement (EXECUTION VERSION Feb-8-2013)

discretion) made from a first generation color reversal intermediate or first generation internegative.

Notwithstanding the foregoing, if technology is used by Licensor to “film” a motion picture, which technology does not use 35mm film (e.g., digital cameras), then the component digital master preferred by STE shall be made from the highest quality digital source available.

(D) Each Master shall include audio in perfect synchronization from a 5.1 digital audio master (or level copy) or a Lt-Rt (2 track Dolby Surround Matrix Encoded) digital audio master (or level copy), providing the sound for such picture was produced in 5.1; or solely a Lt-Rt digital audio master (or level copy) providing sound for such picture was produced only in Lt-Rt; or solely a standard stereo digital audio master (or level copy) if the sound for such picture was produced only as standard stereo; or solely a monaural audio master (or level copy), with the mono signal present on two tracks in perfect phase if the sound for such picture was produced only as monaural. With respect to any Licensed Picture originally produced in a foreign language or for which Licensor has available only a foreign language version, Licensor shall deliver to the Laboratory a Master or mezzanine file meeting the requirements and specifications of this Exhibit B, either dubbed into the English language or subtitled in English, provided that if Licensor has both a dubbed and subtitled version of such Licensed Picture, STE shall have the right to access both versions. With respect to any Licensed Picture that contains text or voice-over, Licensor shall also provide, if requested by STE, textless background material and audio material free of voice-overs, if available.

(E) The main and end titles, subtitles and title inserts for such Licensed Picture shall be in the English language and within the television safe area so that all lettering shall fully appear on the television screen.

(F) Licensor shall deliver to STE correct and complete copies of music cue sheets for each Licensed Picture, if available.

(G) STE shall inform Licensor if materials are not deemed acceptable no later than 45 days following STE’s receipt of the Video Reproduction and shall return such unacceptable materials to the Laboratory; provided, that, if STE fails to order a Video Reproduction within 30 days of the date specified in Section B, then its initial rejection of the materials shall occur no later the first to occur of 45 days following STE’s receipt of the Video Reproduction or 120 days prior to the first day of the License Period for a Licensed Picture. Licensor shall deliver (at its cost) to STE replacement materials within 30 days of receipt by Licensor of the unacceptable materials. If STE does not notify Licensor that any materials delivered hereunder are unacceptable within the time periods set forth in this Section G, STE shall continue to have the right to reject such materials, provided, that the License Period for such Licensed Picture to which such delivery relates shall not be adjusted.

(H) Within 90 days after the end of the last License Period for each Licensed Picture, STE shall degauss the Video Reproduction of such Licensed Picture and furnish Licensor with an appropriate certificate of destruction signed by an officer of STE. If STE does not degauss a Video Reproduction of a Licensed Picture after such Licensed Picture’s First License Period, STE shall store such Video Reproduction in a secure facility. Notwithstanding the foregoing, STE may, at its option, degauss the Video Reproduction of a Licensed Picture at the end of any of such Licensed Picture’s First License Period and request access to such Licensed Picture prior to such Licensed Picture’s subsequent License Period in accordance with the terms of this Exhibit B. If any material, or part thereof, is lost, stolen or destroyed, STE shall furnish Licensor with an appropriate certificate of destruction signed by an officer of STE.

(I) With respect to a foreign languageLicensed Picture for which Licensor is not required to provide a Spanish language version, and does not provide a Spanish language version, STE shall have the right to create a Spanish language version, subject to Licensor’s approval and contractual restrictions, at STE’s cost and Licensor shall provide reasonable cooperation in the creation of such Spanish


language version. In such case, Licensor shall deliver, upon request of STE, a separate stereo M&E track (or mono if stereo not available) and a final shooting script (in English) for such Licensed Picture.

(J) All costs (including shipping and forwarding charges and insurance) of transporting the Video Reproductions of any Licensed Picture within the continental U.S. shall be borne by STE and all costs (including shipping and forwarding charges and insurance) of transporting and returning the Master to the Laboratory shall be borne by Licensor.

(K) With respect to HDTV, Licensor shall provide a “clone” directly to STE in accordance with the technical specifications set forth in this Exhibit B. STE shall pay the cost of creating such “clone”, but not the cost of creation of any materials necessary to create such “clone. For purposes hereof, Licensor’s direct cost to create such “clone” shall not include any cost of corporate overhead or any research and development cost.

(L) STE shall have the right to reject a Video Reproduction for technical reasons if the Video Reproduction contains any of the following, or similar, technical problems; provided, that Video Reproductions shall not be considered rejectable if issues are related to creative intent or if issues are inherent to the original capture device and cannot be corrected.

Video Dropouts Audio Dropouts Excessive scratching — more than one continuous minute

Excessive Vertical or Horizontal Scratching

Moderate to Excessive picture jitter or weave

Faded/washed out colors that are not representative of the theatrical version

Poor Audio Mix (Uneven Levels) Moderate to excessive dirt/dust in quantity and duration

Excessive audio hiss/crackle from optical tracks

Tape Creases Blanking Shifts Text out of TV safe zoneModerate to excessive video noise (screen door effect)

Excessive grain Uncorrected or degraded color

Visible time code Video pulls Excessive color breathingVideo Color Banding Stereo film delivered in mono Video distortionVideo Artifacting Poor pan and scan (excessive

movement, characters out of frame)Slice cement/tape

Film tears Splice lines Sprocket holes/damageFreeze frames Moderate to excessive chemical

stainsColor/Element separation

Out of synch audio Video stutters Time Compressed (if not requested)

(M) Notwithstanding Licensor’s ability to designate the Laboratory, Licensor agrees that it shall reasonably cooperate with STE to resolve problems that arise as a result of such Laboratory’s pricing policies and personnel.

(N) If Licensor grants and STE accepts mezzanine level files, Licensor’s standard product metadata will be made available to STE upon request using a mutually agreed upon delivery method. STE will be given access to Licensor’s marketing sites for graphic requirements. In the event of a conflict between any terms of service for such marketing sites and any provisions of this Amended & Restated Agreement, the provisions of this Amended & Restated Agreement shall control.

(O) Licensor shall provide to STE two (2) screeners in DVD or file format no later than the DVD release of such Picture in the U.S. Licensor shall have the right to burn in SMPTE time code on the screeners and/or use other security measures deemed necessary by Licensor.


Schedule I to Exhibit B

LABORATORY ACCESS LETTER

SONY PICTURES ENTERTAINMENTACCESS AUTHORIZATION FORM

TO: [Date]CONTACT NAME:

PLEASE ACCEPT THIS DOCUMENT AS AUTHORIZATION FOR THE CLIENT(S) LISTED BELOWTO ACCESS OUR TAPE MASTERS AT YOUR FACILITY. THIS LETTER PERMITS ACCESS UP TO THREE TIMES FOR THE MATERIALS LISTED BELOW.

ACCESS# CLIENT NAME TITLE FEAT TRLR TV SPOT OTHER

UNLESS OTHERWISE SPECIFIED, COSTS FOR DUPLICATION AND SHIPPING SHOULD BE BILLEDDIRECTLY TO THE CLIENT. EACH CLIENT MAY BE ORDERING ADDITIONAL COLUMBIA TRISTAR,TITLES, HOWEVER, ACCESS WILL BE GRANTED BY THIS OFFICE ON A TITLE BY TITLE BASIS.IF A TRAILER IS INCLUDED ON OUR MASTER, IT SHOULD NOT BE DUPLICATED UNLESS WEHAVE GRANTED ACCESS TO IT ABOVE.

CLIENTS SHOULD CONTACT THIS OFFICE IF THEY ENCOUNTER ANY PROBLEMS WITH THEQUALITY OF THE MATERIAL THEY RECEIVE, OR IF THE ORDER CANNOT BE FILLED ACCORDINGTO THE CLIENTS SPECIFICATIONS.

PLEASE CONFIRM RECEIPT OF ACCESS APPROVAL.NAME:DATE:

TEL: 718 868-5815 Thanks,FAX: 718 668-5911 Sandra CarolinE-mail Address: [email protected]

CC:STE


EXHIBIT C

CONTENT PROTECTION REQUIREMENTS AND OBLIGATIONS

This Exhibit C is attached to and a part of that certain Amended & Restated Agreement entered into as of JanuaryDecember 1, 2013 (the “Amended & Restated AmendmentAgreement”), between Starz Entertainment, LLC and Sony Pictures EntertainmentTelevision Inc. All defined terms used but not otherwise defined herein shall have the meanings given them in the Amended & Restated AmendmentAgreement.

1. Content Protection System. All digital content delivered, transferred or transmitted via the Internet or New Media to, output from or stored on a Storage Device must be protected by a content protection system that includes digital rights management, conditional access systems and digital output protection (such system, the “Content Protection System”). The Content Protection System shall (i) be fully compliant with all the compliance and robustness rules associated therewith, and (ii) use only those rights settings, if applicable, that are consistent with and enforce the content usage model described in Schedule U (the “Content Usage Model”) attached hereto and incorporated herein by this reference.

2. Pre-Approved DRM.

2.1. The following DRM are approved by Licensor for streaming or downloading of digital content delivered in strict accordance with the rights granted to STE in the Amended & Restated AmendmentAgreement and the Content Usage Model: Microsoft Windows Media DRM v 9 or greater, Microsoft Windows Media PlayReady DRM, Sony Marlin Broadband, Adobe Flash Media Rights Management FMRMS.1.5 implementing AIR DRM, Adobe Flash Access 2.0 (a/k/a Adobe Access) (but not Adobe RTMP-E), WideVine Cypher, Verimatrix PRM, Secure Media Encryptonyte, NDS VideoGuard, CMLA Open Mobile Alliance (OMA) DRM version 2 or 2.1, HLS+AES128 (for Standard Definition only), Microsoft Silverlight implementation of Windows Media DRM and PlayReady DRM, and any of the content protection systems approved for UltraViolet services by the Digital Entertainment Content Ecosystem (DECE) (collectively, the “Pre-Approved DRM”), and any future versions thereof, provided such future versions do not (i) materially denigrate or restrict the protections afforded in the current versions thereof; or ( ii) alter the Content Usage Model, and only for so long as such DRM continue to implement the content protection requirements set forth in this Exhibit C (to the extent such requirements are implemented at the DRM level). Nothing herein shall be deemed to restrict STE from distributing the STE Services via the Apple iTunes ecosystem employing the Apple Fairplay DRM, provided that such distribution otherwise meets the requirements set forth in this Exhibit C and Schedule U.

2.2. Upon written request of STE and subject to agreement upon terms as described in the subsequent sentence, STE shall be permitted to use any additional DRM that Licensor may approve in writing at any time during the Term for distribution of programs on an SOD basis (provided that if Licensor approves a DRM for distribution of programs on a VOD basis by another licensee and determines in its discretion that such DRM can also robustly support distribution on an SOD basis in a manner consistent with the Content Usage Rules, Licensor shall approve such DRM for use by STE in accordance with this Exhibit C). Upon written request of STE, Licensor agrees to negotiate in good faith the terms under which such additional DRM may be approved.

2.3. Without limiting any of STE’s obligations to implement the content protection requirements and obligations set forth in this Exhibit C, Licensor acknowledges that the current versions of the Pre-Approved DRM that have been commercially released by their respective publishers as of the Effective Date handle the implementation of the content

C - 1Amended and Restated Amendment to Pay Television License Agreement (EXECUTION VERSION Feb-8-2013)

protection requirements set forth in the following sections of this Exhibit C: 3.1.2, 3.1.3, 3.2, 3.3, 3.4, 3.7, 3.8, and 3.9, and are permitted for use under the terms of the Amended & Restated AmendmentAgreement. STE and STE’s licensee’s sole responsibility with respect to the aforementioned provisions is to assure that such party employs a form of DRM that affords the protections requested in these provisions (and configures the DRM -- if the applicable DRM allows for different configurations or settings -- in a manner intended to afford such protections).

3. Content Protection System Requirements. With respect to the implementation of Content Protection Systems, the following additional requirements and settings shall also apply to all implementations:

3.1. Encryption.

3.1.1. The Content Protection System shall use cryptographic algorithms for encryption, decryption, signatures, hashing, random number generation, and key generation and the content delivery mechanism shall be nonproprietary, utilize time-tested cryptographic protocols and algorithms, and offer effective security equivalent to or better than AES 128. New keys must be generated each time content is encrypted. A single key shall not be used to encrypt more than one piece of content or more data than is considered cryptographically secure. Keys, passwords, and any other information that are critical to the cryptographic strength of the Content Protection System may never be transmitted or stored in unencrypted form. For the avoidance of doubt, the parties acknowledge that the pairing of a “seed” key and a “private” key for a unique key ID complies with the terms of this provision.

3.1.2. Decryption of (i) content protected by the Content Protection System and (ii) CSPs (as defined in Section 3.2.1 below) related to the Content Protection System shall take place in a secure processing environment.

3.1.3. The Content Protection System shall encrypt the entirety of the A/V content, including, without limitation, all video sequences, audio tracks, sub pictures, menus, subtitles, and video angles. Each video frame must be completely encrypted.

3.1.4. All content shall be transmitted and stored in a secure encrypted form. Content shall never be transmitted to or between devices in unencrypted form.

3.2. Key Management.

3.2.1. The Content Protection System must protect all critical security parameters (“CSPs”). CSPs shall include, without limitation, all keys, passwords, and other information which are required to maintain the security and integrity of the Content Protection System.

3.2.2. CSPs shall never be transmitted in the clear, transmitted to unauthenticated recipients, or stored unencrypted in memory.

3.3. Integrity.

3.3.1. The Content Protection System shall maintain the integrity of all protected content. The Content Protection System shall detect any tampering with or modifications to the protected content from its originally encrypted form.

3.3.2. With respect to devices that are capable of receiving downloaded content, each installation of the Content Protection System on an end user device shall be


individualized and thus uniquely identifiable. For example, if the Content Protection System (i.e., client software) is copied or transferred from one device to another device, it will not work on such other device without being uniquely individualized.

3.4. Secure Clock. The Content Protection System shall implement a secure clock. The secure clock must be protected against modification or tampering and detect any changes made thereto. If any changes or tampering are detected, the Content Protection System must revoke the licenses associated with all content employing time limited license or viewing periods.

3.5. Licenses.

3.5.1. A valid license, containing the unique cryptographic key/keys, other necessary decryption information, and the set of usage rules, shall be required in order to decrypt and play each piece of content.

3.5.2. Each license shall bound to either a (i) specific individual end user device or (ii) domain of registered end user devices.

3.5.3. Licenses bound to individual end user devices shall be incapable of being transferred between such devices; except where a digital file is transferred from one device to an intended device where it will be actually exhibited (e.g., a version intended for playback on a portable device may be delivered to a personal computer and thereafter transferred to a portable device if such portable version is not authenticated or viewable until it is moved from the personal computer to the portable device) (“Side Loading”).

3.5.4. Licensor agrees to discuss with STE in good faith an expansion of the Content Usage Model to include local copying or movement of content within a domain of registered end user devices, with any such expansion subject to Licensor’s prior written approval.

3.5.5. If a license is deleted, removed, or transferred from a registered end user device, it must not be possible to recover or restore such license except from an authorized source.

3.6. The Content Protection System implementations deployed by STE and its licensees shall not import or protect content from untrusted sources.

3.7. Protection Against Hacking.

3.7.1. Playback licenses, revocation certificates, and security-critical data shall be cryptographically protected against tampering, forging, and spoofing.

3.7.2. The Content Protection System shall employ industry accepted tamper-resistant technology on hardware and software components (e.g., technology to prevent such hacks as a clock rollback, spoofing, use of common debugging tools, and intercepting unencrypted content in memory buffers). Examples of techniques included in tamper-resistant technology are:

3.7.2.1. Code and data obfuscation: The executable binary dynamically encrypts and decrypts itself in memory so that the algorithm is not unnecessarily exposed to disassembly or reverse engineering.

3.7.2.2. Integrity detection: Using one-way cryptographic hashes of the executable code segments and/or self-referential integrity dependencies,


the trusted software fails to execute and deletes all CSPs if it is altered prior to or during runtime.

3.7.2.3. Anti-debugging: The decryption engine prevents the use of common debugging tools.

3.7.2.4. Red herring code: The security modules use extra software routines that mimic security modules but do not have access to CSPs.

3.7.3. The Content Protection System shall implement secure internal data channels to prevent rogue processes from intercepting data transmitted between system processes.

3.8. The Content Protection System shall prevent the use of media player filters or plug-ins that can be exploited to gain unauthorized access to content (e.g., access the decrypted but still encoded content by inserting a shim between the DRM and the player).

3.9. Revocation and Renewal.

3.9.1. The Content Protection System shall provide a mechanism that revokes, upon written notice from Licensor of its exercise of its right to require such revocation in the event any CSPs are compromised, any and all playback licenses issued to (i) specific individual end user device or (ii) domain of registered end user devices.

3.9.2. The Content Protection System shall be renewable and securely updateable in event of a breach of security or improvement to the Content Protection System.

3.9.3. The Content Protection System shall be upgradeable, allow for backward compatibility if desired and allow for integration of new rules and business models.

4. Content and License Delivery. With respect to devices that are capable of receiving downloaded content, content and licenses shall only be delivered from a network service to registered devices associated with an account. The remaining terms of this Section 4 shall apply to all devices. For accounts which allow user login the account must be protected with verified credentials. The credentials shall consist of at least a ”user id” and password of sufficient length to prevent brute force attacks or that meets standard industry practice. Access to account credentials shall allow access to active credit card or other financially sensitive information to prevent unwanted sharing of such credentials. Account credentials must be transmitted securely to ensure privacy and protection against attacks. The parties acknowledge and agree that the services delivering of the STE Services via the Internet as of the Effective Date comply with this requirement. The parties also acknowledge and agree that the billing, authentication and subscriber credentialing processes used by licensees of STE Services who are its usual and customary cable, satellite telephone company customers with respect to delivery of the STE Services on cable, satellite or IPTV platforms (to the extent such customers implement on Internet and New Media delivery the same billing, authentication and subscriber credentialing processes used for cable, satellite or telephone company subscribers), as well as those used by any customers of Licensor for its own VOD, SOD, PPV and Sell Through Electronic Video products and services via the Internet or New Media are deemed to comply with the terms of this provision.

5. Outputs.

5.1. INTENTIONALLY BLANK


5.2. The Content Protection System shall use commercially reasonable efforts to enable CGMS-A content protection technology on all analog outputs from end user devices; provided that the application of CGMS-A will not negatively affect the functioning of STE or its licensee’s systems, or degrade the image quality of the Licensed Pictures. STE shall pay all royalties and other fees payable in connection with the implementation and/or activation of such content protection technology allocable to content provided pursuant to the Amended & Restated AmendmentAgreement.

5.3 The Content Protection System shall prohibit digital output of decrypted protected content. Notwithstanding the foregoing, a digital signal may be output if it is protected and encrypted by High Bandwidth Digital Copy Protection (“HDCP”) or Digital Transmission Copy Protection (“DTCP”). For the avoidance of doubt, Licensed Pictures in High Definition resolution may only be displayed over HDMI with an HDCP connection enabled. Defined terms used but not otherwise defined in this Section 5.3 shall have the meanings given them in the DTCP or HDCP license agreements, as applicable.

5.3.1 A device that outputs decrypted protected content provided pursuant to the Amended & Restated Agreement using DTCP shall:

Deliver system renewability messages to the source function;

Map the copy control information associated with the program; the copy control information shall be set to “copy never” for EST, SVOD, VOD and PPV content and set to “copy once’ for PAY and FTA content in the corresponding encryption mode indicator and copy control information field of the descriptor (it being acknowledged that STE and STE’s licensees may Side Load a digital file, and that Side Loading is not a violation of this provision);

Map the analog protection system (“APS”) bits associated with the program to the APS field of the descriptor;

Set the image_constraint_token field of the descriptor as authorized by the corresponding license administrator;

Set the eligible non-conditional access delivery field of the descriptor as authorized by the corresponding license administrator;

Set the retention state field of the descriptor as authorized by the corresponding license administrator;

Deliver system renewability messages from time to time obtained from the corresponding license administrator in a protected manner; and

5.3.2 A device that outputs decrypted protected content provided pursuant to the Amended & Restated AmendmentAgreement using HDCP shall:

If requested by Licensor, deliver a file associated with the protected content named “HDCP.SRM” and, if present, pass such file to the HDCP source function in the set-top box as a System Renewability Message; and

Verify that the HDCP Source Function is fully engaged and able to deliver the protected content in a protected form, which means:

HDCP encryption is operational on such output,

Processing of the System Renewability Message associated with the protected content, if any, has occurred as defined in the HDCP Specification, and


There is no HDCP Display Device or Repeater on such output whose Key Selection Vector is in such System Renewability Message.

Without limiting any of STE’s obligations to implement the content protection requirements and obligations set forth in this provision, Licensor acknowledges that the DTCP and HDCP handle the implementation of the content protection requirements set forth in this provision, and that the use of HDCP and DTCP are permitted for use under the terms of the Amended & Restated Agreement.

5.3.3 Exception for Standard Definition (only), Uncompressed Digital Outputs on Windows-based PCs, Macs running OS X or higher, iOS and Android devices. HDCP must be enabled on all uncompressed digital outputs (e.g., HDMI, Display Port), unless the consumer’s system cannot support HDCP (e.g., the content would not be viewable on such customer’s system if HDCP were to be applied). In such an event, STE be entitled to output such content using a constrained image.

5.4 The Content Protection System shall prohibit recording of protected content onto recordable or removable media.

5.5 Watermarking Requirements.

The Content Protection System or playback device must not remove or interfere with any embedded watermarks in protected content; provided, however, that if such embedded watermarks are altered, modified or degraded resulting from STE’s distribution of protected content in the ordinary course of its operations, such alteration, modification, or degradation shall not be a breach of this provision. Licensor shall use commercially reasonable efforts to ensure that any embedded information will not negatively affect picture or sound quality and will not disrupt or damage equipment or systems used in the ordinary preparation and distribution of content by STE.

STE’s delivery systems shall “pass through” any embedded copy control information without alteration, modification or degradation in any manner; provided, however, that nominal alteration, modification or degradation of such copy control information during the ordinary course of STE’s distribution of protected content shall not be a breach of this Section 5.5.

6. Geofiltering.

6.1. The Content Protection System shall take affirmative, reasonable measures to restrict access to Licensor’s content to within the territory in which the content has been licensed.

6.2. Licensee shall periodically review the geofiltering tactics and perform upgrades to the Content Protection System to maintain “industry standard” geofiltering capabilities.

7.0 Network Service Protection Requirements.

Other than Licensed Pictures delivered to, and stored by STE in facilities under its control (all of which are delivered by Licensor in an unencrypted format, and securely stored in STE’s facilities in an unencrypted format), all Licensed Pictures must be received and stored at content processing and storage facilities of a distributor in an encrypted or otherwise protected format using an approved protection system, it being understood that such distributor is permitted to decrypt the Licensed Pictures, where applicable, in order to transcode or otherwise process the Licensed Pictures within the distributor’s facilities. For the avoidance of doubt, Licensed Pictures distributed to subscribers must be encrypted in accordance with Section 3.1 of this Schedule C.

Documented security policies and procedures shall be in place. Documentation of policy enforcement and compliance shall be continuously maintained.


Access to content in unprotected format must be limited to authorized personnel and auditable records of actual access shall be maintained.

Physical access to servers must be limited and controlled and must be monitored by a logging system. Auditable records of access, copying, movement, transmission, backups, or modification of content must be securely stored for a period of at least one (1) year.

Content servers must be protected from general Internet traffic by “state of the art” protection systems including, without limitation, firewalls, virtual private networks, and intrusion detection systems. All systems must be updated to incorporate the latest security patches and upgrades.

All facilities within STE’s control which process and store content must be available for Motion Licensed Picture Association of America and Licensor audits upon the request of Licensor. STE shall use commercially reasonable efforts to make the facilities of its licensees distributing the STE Services available for similar audits.

Security details of the network services, servers, policies, and facilities shall be provided to and must be explicitly approved in writing by Licensor. Any changes to the security policies, procedures, or infrastructure must be submitted to Licensor for approval.

Content must be returned to Licensor or securely destroyed pursuant to the Amended & Restated AmendmentAgreement at the end of such content’s license period including, without limitation, all electronic and physical copies thereof.

The parties acknowledge and agree that STE’s delivery of the STE Services via the Internet as of the Effective Date comply with this requirement. The parties also acknowledge and agree that the facilities and processes of licensees of STE Services over the Internet or New Media who are its usual and customary cable, satellite telephone company licensees (where such licensees use the same infrastructure that is already in place to deliver STE Services via cable, satellite or IPTV, and not, for the avoidance of doubt, new or different infrastructure for delivery of the STE Services over Internet or New Media), as well as any customers of Licensor for its own VOD, SOD, PPV, Sell Through Electronic Video products and services via the Internet or New Media, are deemed to comply with the terms of this Section 7 (it being understood that STE shall pass through the requirements in this Section 7 in all new agreements with licensees with respect to delivery of the STE Services over the Internet or New Media that are entered into after the Effective Date).

8.0 PVR Requirements. STE shall not authorize STE’s licensees delivering the STE services, nor any subscriber or end user of the STE Services to install or implement personal video recorder software or hardware that allows recording, copying, or playback of any protected content except as explicitly specified in the Content Usage Rules.

9.0 MFN. If, with respect to delivery of theatrical feature films on an SOD basis over the Internet or New Media in the Territory, Licensor agrees with another licensee to content protection requirements and obligations more favorable to such licensee than those set forth in this Exhibit C, or permits its own SOD service to have content protection requirements and obligations more favorable than those set forth in this Exhibit C, Licensor shall promptly notify STE, and STE shall have the benefit of such same terms and conditions subject to STE’s agreement to comply with all terms and conditions agreed to by such other licensee.

10.0 High Definition; Standard Definition. For purposes of this Exhibit C, “High Definition” shall mean any video resolution between 720p and 1080p (but in no event may the STE Services distribute programming in a resolution greater than 1080p except as set forth in and subject to section 11 below), and “Standard Definition” shall mean any resolution lower than 720p.

11.0 Ultra HD; 4K, etc. Notwithstanding anything contained herein to the contrary, the exhibition of


any Licensed Picture under the Amended and Restated Agreement in any video resolution higher than 1080p, including without limitation, “Ultra HD” and “4K” shall be subject to all additional content protection requirements and obligations that may be hereinafter specified by Licensor.


SCHEDULE U

Content Usage Model

STE Services delivered over the Internet and New Media (regardless of whether the STE Services are delivered by STE or its licensees) shall be delivered in strict accordance with the following Content Usage Model. An STE SOD Service may implement either the streaming model specified in Section 3 or the download model specified in Section 4.

1. Playback Clients. “Playback Clients” are devices or applications that can play or render Licensed Pictures received from the STE Services. The following requirements in Sections 1.1 through 1.4 shall only apply to devices that are capable of receiving downloaded content.

1.1. Each Playback Client must be uniquely identifiable.

1.2. Each Playback Client must be registered with a Starz account (or the account for the service of the STE licensee delivering the STE Services) (each an “Account”) prior to receiving content or playback licenses.

1.3. Each Playback Client must be registered with an Account in good standing in order to play included content.

1.4. Each Playback Client may only be associated or registered with a single STE or STE licensee Account at a time.

2. Accounts.

2.1. Users must have an active Account prior to viewing Programs on the STE Services or the services of the STE licensees delivering the STE Services.

2.2. All Accounts must be protected via unique account credentials consisting of at least a user id and password.

2.3. An authenticated session must timeout after twenty-four (24) hours. The foregoing requirement shall not impact STE or its licensee’s ability to implement a mechanism that allows the service to remember login information or otherwise locally store a subscriber’s account credentials (i.e., by storing a cookie on the subscriber’s personal computer), which is distinct from session authentication.

2.4. Use of Account credentials must enable users to change password.

2.5. Each Account can have a maximum of six (6) registered Playback Clients.

2.6. Playback licenses may be issued in accordance with the two usage models defined below: Section 3 (Playback Licenses – Streaming Model) or Section 4 (Playback Licenses – Download Model). Under no circumstances shall the total number of playback licenses for streaming and downloaded content, combined, exceed six (6) per Licensed Picture.

3. Playback Licenses – Streaming Model.

3.1. Only a single playback license shall be issued per content viewing.


3.2. Each playback license shall be delivered and restricted to only authorized Playback Clients.

3.3. Playback licenses shall not be transferable or copyable between Playback Clients.

3.4. Licensed Pictures are not playable without a playback license.


3.6. Only STE and STE-licensed service providers can provide playback licenses for Licensed Pictures.

3.7. Playback licenses shall expire period within the earlier of:

3.7.1. the end of the License Period for the Licensed Picture authorized by such playback license;

3.7.2. the end of the subscriber’s paid subscription period; and

3.7.3. thirty (30) days after the playback license was issued.

3.8. Playback licenses are only delivered to subscribers with Accounts in good standing.


3.10. Only four (4) playback licenses may be active at one time associated with a single Account. A playback license is considered active once it is issued, and may remain active until it expires in accordance with Section 3.7 above.

3.11. All streams received by a subscriber of the STE Service at any given time are limited to no more than four (4) external IP addresses

3.12. Prior to issuing a playback license, a Playback Client must be authenticated with its

associated Starz Account (or the Account of the STE-licensed service) using the Starz Account credentials (or credentials of the STE-licensed service). For the avoidance of doubt, nothing contained herein shall limit a consumer’s ability to auto-login if such consumer has requested or otherwise consented to having such a feature active on his or her account.

4. Playback Licenses – Download Model.

4.1. Each playback license shall be delivered and restricted to a maximum of the up to six (6) registered Playback Clients per Account.

4.2. Playback licenses shall not be transferable or copyable between Playback Clients; except that STE and its licensees shall be permitted to Side Load digital files embodying Licensed Pictures, and playback licenses.

4.3. Licensed Pictures are not playable without a playback license.

4.4. Licensed Pictures are not playable on a non-registered Playback Client.

4.5. Only STE and STE-licensed service providers can provide playback licenses for Licensed Pictures. STE and STE-licensed service providers will not issue a playback license for a


feature-length film (including any Licensed Pictures) if doing so would result in that Account having at that time playback licenses authorizing playback of feature-length films on more than the six (6) registered Playback Clients specified in Section 4.1.

4.6. Playback licenses may only be cached or stored on a single registered Playback Client per Account.

4.7. Playback licenses are only delivered to subscribers with Accounts in good standing.

4.8. Playback licenses shall expire period within the earlier of:

4.8.1. the end of the License Period for the Licensed Picture authorized by such playback license;

4.8.2. the end of the subscriber’s paid subscription period; and

4.8.3. thirty (30) days after the playback license was issued.

4.9. Each Playback Client may only have a single playback license per Licensed Picture at a time. For purposes of clarification, STE may implement a license ‘stacking’ mechanism so long as no more than one single playback license per Licensed Picture is authorized at a time on a Playback Client and so long as such license delivery mechanism doesn’t violate Section 4.8 of this Schedule U.

4.10. Prior to issuing a playback license, a Playback Client must be authenticated with its associated Starz Account (or the Account of the STE-licensed service) using the Starz Account credentials (or credentials of the STE-licensed service). For the avoidance of doubt, nothing contained herein shall limit a consumer’s ability to auto-login if such consumer has requested or otherwise consented to having such a feature active on his or her account.

4.11. A Playback Client may be de-registered from an Account only if the following conditions are met:

4.11.1. the device is connected to the STE service or STE-licensed service (as applicable) that originally registered the device;

4.11.2. the subscriber has successfully authenticated with their Account credentials; and

4.11.3. the Playback Client has not been removed.

4.12. Upon removal of a Playback Client, all licensedLicensed Pictures thereon are immediately disabled.

5. Fraud Detection.

5.1. STE and its licensees shall use commercially reasonable efforts to ensure playback licenses for a single account are only delivered to a single household.

5.2. STE and its licensees shall use appropriate anti-fraud heuristics to prevent unauthorized access of Accounts.

6. MFN.


If, with respect to delivery of theatrical feature films on an SOD basis over the Internet or New Media in the Territory, Licensor agrees with another licensee to SOD usage model terms more favorable to such licensee than those set forth in this Schedule U or permits its own SOD service to have SOD usage model terms more favorable than those set forth in this Schedule U, Licensor shall promptly notify STE, and STE shall have the benefit of such same terms and conditions subject to STE’s agreement to comply with all terms and conditions agreed to by such licensee.


Document comparison by Workshare Compare on Monday, December 16, 2013 12:32:34 PMInput:

Document 1 IDfile://G:\TV_Digital\Starz\Starz 2013 Library\Amended and Restated Amendment to Pay Television License Agmt (Feb-8-2013 EXECUTION VERSION).docx

Description Amended and Restated Amendment to Pay Television License Agmt (Feb-8-2013 EXECUTION VERSION)

Document 2 ID file://G:\TV_Digital\Starz\Starz 2013 Library\Starz-SPT Library Agreement (30SEP13 1os) maa.docx

Description Starz-SPT Library Agreement (30SEP13 1os) maa Rendering set Standard

Legend:

Insertion Deletion Moved from Moved to Style change Format change Moved deletion Inserted cell Deleted cell Moved cellSplit/Merged cellPadding cell

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Total changes 7523

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