CONFIDENTIALSony Pictures Releasing International Corporation

Sony Version 1.0 (February 13, 2013)

MASTER DIGITAL CINEMA DEPLOYMENT AGREEMENT

THIS MASTER DIGITAL CINEMA DEPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of [________ __, 2013] (“Execution Date”), by and between SONY PICTURES RELEASING INTERNATIONAL CORPORATION, a Delaware corporation (“Sony”) and [INSERT LEGAL NAME OF ENTITY], [INSERT ADDRESS] (“Deploying Entity”), acting for themselves and on behalf of the local contracting parties in the Country (as defined below). Each of Sony and Deploying Entity will individually be referred to herein as a “Party” and collectively, as the “Parties.” Each of the local contracting parties, as identified in the Master Schedule (as defined below), will individually be referred to herein as the “Local Party” and collectively, the “Local Parties.”

WHEREAS, Deploying Entity is in the business of deploying and securing financing for the deployment of Digital Systems (as defined below) for theatrical presentations in the Territory (as defined below);

WHEREAS, Sony produces and distributes Content (as defined below) and is interested in distributing digital versions of Content to achieve, among other things, improved security, quality, anti-piracy enforcement, access to on-screen and security information, and delivery efficiencies;

WHEREAS, the Parties intend this Agreement to be a master agreement pursuant to which the Local Parties shall contract locally with, and be obligated to, each other to perform as the service provider (the “Deploying Entity Local Party”) and the service recipient (the “Sony Local Party”) subject to the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and, as the case may be, agreements contained in this Agreement, and for other good and valuable consideration, the sufficiency of which the Parties acknowledge, the Parties agree as follows:

1. AGREEMENT STRUCTURE; DEFINITIONS.

(a) Agreement Structure. This Agreement sets forth the terms and conditions under which (i) Deploying Entity will Deploy Projection Systems in the Republic of Korea (the“Country”) and (ii) Sony will have the right to have its Booked Digital Content exhibited through such Projection Systems. Consistent with the nature of this Agreement as a master agreement, all references herein to “Deploying Entity” and “Sony” shall be deemed to mean the “Deploying Entity Local Party” and the “Sony Local Party,” respectively, in the Country to the extent that the Local Parties contract locally with, and are obligated to, each other to perform as the service provider and the service recipient, respectively, under the terms of this Agreement and the Local Agreement in the Country. For the avoidance of doubt, Sony hereby guarantees the obligations of the Sony Local Party hereunder and Deploying Entity guarantees the obligations of the Deploying Entity Local Party hereunder. The terms of the understanding between Sony and Deploying Entity will consist of the terms of this Agreement, the terms set forth in the Master Schedule attached hereto as Attachment 1 (the “Master Schedule”) and the terms set forth in the attachments to the Master Schedule attached hereto (each, an “Attachment”, and together with the Master Schedule and this Agreement, shall be referred to as a “Schedule”). The initial Schedule is attached hereto, and the Parties may add additional Schedules, subject to mutual written agreement (it being understood that neither Party has any obligation to agree to any additional Schedules, and that any

additional Schedules will be subject to each Party’s willingness, in its sole discretion, to enter into additional Schedules on terms that are acceptable to the other Party).

(b) Defined Terms. The following terms will have the following meanings.

“Affiliate” means, with respect to any entity, any person or other entity which Controls, is under the Control of, or is under common Control with such entity.

“Book” or “Booking” means a written license agreement between Sony or a Sony Distribution Entity on the one hand and Exhibitor on the other hand where Exhibitor agrees to exhibit Sony Content for a period of time at a Complex on a specified Screen or Screens, it being understood that an item of Sony Content could include multiple UUIDs and versions (e.g., where Sony Content is provided in multiple languages or in both 2D and 3D formats, etc., it constitutes one Booking for a specified Screen and/or nonconcurrent exhibitions on multiple Screens). For the avoidance of doubt, if an Exhibitor exhibits an item of Sony Content on a Screen without Sony’s prior written consent (e.g., an unauthorized expansion), such expansion will not be deemed a Booking (or will be deemed an unauthorized Booking), even if Sony’s Booking system is updated to reflect such exhibition (e.g., for purposes of ensuring Sony receives its applicable revenue share from the Exhibitor).

“Change of Control” means any event or series of events resulting directly or indirectly in a change in the management or Control of Deploying Entity. Without limiting the generality of the foregoing, a Change of Control shall include (i) a single person or entity or a group having direct or indirect Control or majority ownership of Deploying Entity ceasing to have such Control or ownership, or (ii) a change in the beneficial ownership of more than fifty percent (50%) (or such lesser percentage that constitutes Control) of the combined voting power of the then-outstanding voting securities of Deploying Entity entitled to vote generally in the election of directors or their equivalent.

“Commercially Available” means, with respect to hardware, software or firmware, that such hardware, software or firmware is available for lease, license or purchase.

“Complex” means all Screens contained in a building or buildings (including multiple independent theaters) owned, operated and/or controlled by an Exhibitor where either (i) all the Screens in such building or buildings are treated by Sony for Booking purposes as part of a single theater, or (ii) an Exhibitor “plays off” or moves Content from building to building as a continuation of run of such Content (such combinations are referred to herein as “Special Complexes”). For purposes of the Schedule, any combinations of buildings or locations specifically identified in such Schedule as part of a single Complex shall be deemed a single Complex, provided that any such list will not be deemed exhaustive.

“Content” means all audio/visual content, including on-screen advertising and pre-show programs motion pictures, trailers and alternative content (e.g., television programs, sporting events, stage productions, religious services, concerts, educational classes or presentations, live events, speeches, meetings, teleconferencing, and video gaming).

“Control” of an entity means the power (through security ownership, economic interest, contractual entitlement, arrangement, understanding, relationship or any other means), direct or indirect, to determine the policies or management of such entity, whether through the power to elect, appoint or approve, directly or indirectly, the directors, officers, managers or trustees of such entity or otherwise.

“Covered System” means a Projection System (together with its accompanying Digital System) which was Deployed or acquired during the Term in the Country and in compliance with the terms of this Agreement, or is otherwise deemed Deployed pursuant to this Agreement or otherwise designated as a

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Covered System (inter alia pursuant to Sections 3(b) and 3(c)). Projection Systems will be deemed Covered Systems as and in the order they are Deployed or acquired.

“DCI” means Digital Cinema Initiatives, LLC or any successor.

“DCI Compliance Test Plan” means a test developed and approved by DCI for purposes of verifying that a Projection System (or any component(s) thereof if only such component(s) is/are being tested) complies with the DCI Spec, as such test may be amended from time to time. For the avoidance of doubt, “DCI Compliance Test Plan” shall include any tests or related procedures that are developed and approved by DCI and are documented by means of addenda to the DCI Compliance Test Plan, any other formally adopted DCI governing documents or similar DCI-approved document (e.g., “DCI Compliance Test Plan” will include any formally adopted policy letters, “CTP Addenda on Testing,” etc.).

“DCI Spec” means, (i) the Digital Cinema Specification v1.2 issued March 7, 2008 by DCI, including the Stereoscopic Digital Cinema Addendum version 1.0 issued by DCI on July 11, 2007, (ii) any amendment or errata thereto or new version thereof which is issued by DCI, and (iii) any applicable standards or specifications with respect to any of the foregoing which are formally approved and adopted by SMPTE technology committees.

“DCI Spec Compliant” means a Projection System (or any component(s) thereof if only such component(s) is/are being addressed) complies with the requirements of this Agreement, including Section 4, with respect to compliance with the DCI Spec and the DCI Spec Compliance Test Plan.

“Deployed” or “Deployment” means, with respect to each Projection System, that Deploying Entity has deployed such Projection System in a Complex and such Projection System is (i) capable of exhibiting Digital Content, (ii) available for Booking Digital Content, and (iii) fully operational. Each such Projection System will be deemed so Deployed when Deploying Entity provides Sony with proper notice that such Deployment is complete, which notice will contain such information as required by the Deployment Report in Exhibit B (Reports). Additionally, except as otherwise expressly provided for herein, Other Systems will be deemed “Deployed” under this Agreement when they become Covered Systems.

“Deployment Agreement” means any agreement, arrangement or series of agreements or arrangements (and in each case including any amendments, modifications, supplements and ancillary documents thereto such as side agreements) in respect of substantially the same subject matter as this Agreement.

“Digital Content” means Content in a digital form that is capable of being exhibited on a Projection System.

“Digital Conversion Fee” or “DCF” means fees payable pursuant to Section 6 for promotion of the new delivery format Digital Systems that are intended to deliver, among other things, a higher quality viewing experience.

“Digital System” means a DCI Spec Compliant digital projection system which consists of, collectively: (i) one or more Projection Systems within a Complex; (ii) a central storage server networked with all Projection Systems in Complexes with three (3) or more Projection Systems (as well as in such other Complexes as Deploying Entity or an Exhibitor may elect in their discretion); (iii) a theater management system; (iv) if Deploying Entity maintains a network operating center, connectivity between the Complex and a network operating center operated by Deploying Entity to support the Projection Systems; (v) persistent electronic delivery methods in the form of (a) an internet connection capable of establishing a secure FTP server or another secure protocol or solution that is accepted as standard industry practice for

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secure sharing or transfer of information of type to be shared or transferred hereunder and (b) an email address unique for each Complex using the Exhibitor’s domain name (i.e., theater1@exhibitor.com); (vi) hardware and software to both receive Keys within such Complex and to transmit such Keys to each Projection System; (vii) all other hardware, software, LAN and other materials or resources that are necessary for such system to be DCI Spec Compliant and/or to receive or exhibit Digital Content on Projection Systems; and (viii) any other optional equipment or software installed in connection with the foregoing, in all cases which are Deployed by Deploying Entity.

“DLP Cinema® Series 1 Security Enclosure” means a physical tamper protection cover manufactured by either Texas Instruments or the applicable Projection System manufacturer (or, in either case, the subcontractor thereof) that is (i) applied to the Series 1 Interface Board and (ii) continuously monitored by an electronic circuit to prevent unauthorized physical access to the link decryption keys.

“Exhibitor” means the owner or operator of one or more Complexes and includes its Affiliates, representatives and agents.“Fixed Masking Optical Technical Solution” means an optical technical solution (such as a lens extender or movable top and/or bottom masking) used to ensure that a DCI Spec Compliant image resolution (i.e., 2K or 4K) is projected at all times, except as otherwise provided in Section 4(d)(i).

“Forensic Marking” means DCI Spec Compliant audio and video fingerprinting (a type of watermarking) which occurs at the time of playout.

“Government Subsidies” means any subsidies or other form of financial assistance (including, without limitation, any tax credits, tax benefits, or preferential financing rates provided by any governmental or quasi-governmental entity in connection with, related to, or to otherwise aide or promote the conversion from 35mm format to digital format in the theatrical distribution industry, that is made available, directly or indirectly, to Deploying Entity, an Exhibitor or an Affiliate of either. For the avoidance of doubt, any such financial assistance, to the extent made available, for which any of the foregoing entities is or becomes eligible and would receive if applied for, shall be treated as a Government Subsidy hereunder whether or not such entity chooses to apply for it; provided, however, if such entity cannot take advantage of such financial assistance for which it is otherwise eligible or where the reasonable costs connected with any application for such financial assistance will be greater than the financial assistance applied for, it will not be treated as a Government Subsidy hereunder (e.g., if an Exhibitor cannot avail itself of a tax credit due to current net operating losses, such tax credit will not be treated as a Government Subsidy hereunder).

“Holiday” means a day observed as a public holiday in the state or province in which the Complex is located, or under the federal laws of the Country.

“Keys” means key delivery messages as defined in the DCI Spec.

“Major Studio” means any of the following entities, and any of their Affiliates (each of the following and its Affiliates will, taken together, be a single Major Studio): (a) any Major US Studio, (b) Metro-Goldwyn-Mayer Studios, Lions Gate Entertainment Corp., and the studios known as CJ Entertainment and Lotte Entertainment, (c) any other studio identified as a Major Studio in a Schedule, (d) any other entity that, directly or through any Affiliate, is engaged in the production and/or theatrical distribution of motion pictures with average worldwide theatrical box office receipts in excess of US$100 million per calendar year for the two most recently completed calendar years (calculated by adding the aggregate worldwide theatrical box office receipts for the two most recently completed calendar years (whether for motion pictures initially released theatrically in such calendar years or previously) and dividing by two) and (e) any other entity that, directly or through any Affiliate, is engaged in the production and/or

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theatrical distribution of motion pictures with average theatrical box office market share in the Country of five percent (5%) or more over the two most recently completed calendar years.

“Major US Studio” means Universal City Studios LLP, Warner Bros. Entertainment Inc., Sony, Twentieth Century Fox Film Corporation, Paramount Pictures Corporation, The Walt Disney Company, each taken together with its respective Affiliates and its authorized agent (so long as such agency extends to distribution and digital cinema deployment matters).

“New Complex” means a Complex that was not in existence (as evidenced by the commencement of its commercial exhibition-related operations) as of the New Screen Cutoff Date.

“New Screen” means a Screen that was not in existence (as evidenced by the commencement of its commercial exhibition-related operations) as of the New Screen Cutoff Date, including, without limitation, Screens in New Complexes and Screens added to Complexes existing as of the New Screen Cutoff Date.

“New Screen Cutoff Date” means the earlier of (i) January 1, 2012 and (ii) the earliest date agreed to between Deploying Entity and any other Major Studio (in connection with provisions similar to those related to the New Screen Cutoff Date hereunder).

“Other Systems” means any digital projection systems that: (i) constitute Previously Deployed Systems as defined in Section 3(b) of this Agreement; or (ii) constitute Acquired Systems as defined in Section 3(c) that are deemed Covered Systems pursuant to such Section 3(b) or 3(c), as applicable.

“Projection System” means, collectively, for each Screen, a DCI Spec Compliant digital projection system consisting of (i) a 2K or 4K projector, a digital cinema playout system (a server or an integrated media block), a screen management system, each of which shall be covered by an extended warranty (lasting through at least the end of the Term), and (ii) a Fixed Masking Optical Technical Solution, if needed. All references herein to a Projection System will be deemed to include the Digital System of which it is a part.

“Quality Failure” means a “combination” of missed exhibitions of an item of Sony Digital Content caused by either (a) a breach of Deploying Entity’s obligations under this Agreement, or any act or omission of Deploying Entity or any of its Subcontractors or any Exhibitor, or (b) the malfunction of a Digital System, or any part thereof (including any optional (i.e., not required by the DCI Spec) equipment, software or feature that is provided or maintained by Deploying Entity (e.g., 3D capability) or that is installed with Deploying Entity’s permission). Notwithstanding the foregoing, “Quality Failures” under subsection (b) do not include missed exhibitions caused by (i) force majeure events, subject to Section 19(c), (ii) power utility outages, (iii) Projection System malfunctions caused by any act or omission by or on behalf of Sony and/or its Affiliates, Sony Distribution Entity or their respective agents or sub-contractors, (iv) Sony Digital Content or Sony Digital Content Key packaging, encryption or delivery errors, (v) failures by third parties (including any Affiliate of Deploying Entity) with whom Sony has contracted directly to provide services necessary to exhibit Sony Digital Content (save that, where Deploying Entity or Exhibitor contracts with such third party to provide such services and as a result Sony is required to contract with such third party to use such services, Sony will not be deemed to have contracted with such third party for purposes of this subsection (v)), or (vi) the failure of any reflector or lamp (where the failure cannot be remedied by replacement of such reflector or lamp). For purposes of this definition, a “combination” of missed exhibitions shall mean: for any item of Sony Digital Content which is Booked, two (2) or more consecutive missed exhibitions or three (3) in the aggregate (i.e., whether consecutive or not).

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“Reasonable Efforts” means the steps, and performance thereof, that a well-managed company would take to achieve a particular result desired by such company for itself, assuming such company was acting in a prudent and reasonable manner.

“Release Week” means the seven (7) day period starting on the Content’s national release date in the Country, and each seven (7) day period thereafter.

“Roll Out Period” means the period ending on the earlier of (i) first anniversary of the Execution Date and (ii) December 31, 2013.

“Schedule Execution Date” means the Execution Date for any Schedules which are included in this Agreement as of the Execution Date, and, for any Schedules added after the Execution Date, the date such Schedule (or the amendment incorporating such Schedule) is added by mutual agreement in writing.

“Screen” means a single auditorium where members of the public view Content shown from a projection system.

“SMPTE” means the Society of Motion Picture and Television Engineers.

“Sony Content” means Content that Sony or any Sony Distribution Entity has the right to theatrically distribute in the Country.

“Sony Digital Content” means Digital Content that Sony or any Sony Distribution Entity has the right to theatrically distribute in the Country.

“Sony Distribution Entity” means each such entity as specified in the Master Schedule.

“Term Adjustment” means the any and all adjustments of the type set forth in Section 7.

(c) Defined Term References. In addition, the following terms will have the meanings set forth in the sections referenced in the table below:

Term Section“Acquired Systems” Section 3(c)“Agreement” Preamble“Cap” Master Schedule, Section 2(c)“Complex Milestone 1” Section 3(a)(ii)(A) “Complex Milestone 2” Section 3(a)(ii)(B) “Complex Milestone 3” Section 3(a)(ii)(C)“Condition Precedent” Section 2(c)“Country” Section 1(a)“CP Deadline” Section 2(d)“DCF Credit” Section 6(c) “Deploying Entity” Preamble“Deploying Entity Local Party Master Schedule, Section 1“Digital Delivery Credit” Section 6(c)(ii) “Disclosed Items” Section 15(b)“Endemic Quality Failure” Section 11(a)(i)“Execution Date” Preamble“FCPA” Section 19(l)

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Term Section“FIPS” Section 4(a)“FIPS Certification Requirements” Section 4(a)“First Generation Components” Section 4(b)(ii)“ICC” Section 19(j)“Indemnifiable Claim” Section 17(a)“Indemnified Parties” Section 17(a)“Indemnifying Party” Section 17(a)“Laws” Section 16(b)“Log Files” Section 9(e)“Losses” Section 17(a)“Maximum DCF per Booking” Master Schedule, Section 2“Maximum DCF Amount” Section 8(b)“Maximum Roll Out” Section 3(a)(i)“Minimum Deployment Target” Master Schedule, Section 1“Non-Compliant Components” Section 4(d)(ii)“Previously Deployed Systems” Section 3(b)“Protected Terms” Section 15(a)“Representative” Section 12(a)(i)“ROP-Failed Complex” Section 3(a)(iii)“Schedule” Section 1(a) “Schedule End Date” Section 2(b) “Schedule Term” Section 2(b)“Security Failure” Section 13(b) “Sony” Preamble“Sony Local Party” Master Schedule, Section 1“Special Complex” Section 1(b) within definition of “Complex” “Subcontractors” Section 3(f)“Subsidy-Related Term Adjustment” Section 7(a)“System Components” Section 4(a)“Taxes” Section 6(d)“Term” Section 2(a)“Territory” Section 1(a)“Under-Deployed Complex” Section 3(a)(ii)(A)“Upgrade Deadline” Section 4(b)(ii)(A)“VAT” Section 6(d)(ii)

(d) Rules of Contract Interpretation. The following will apply to this Agreement: (i) any capitalized terms not separately defined in this Agreement shall have the definitions contained in the DCI Spec; (ii) derivations of a defined term shall have appropriate derivative meanings (e.g., the derivations of “Deployed” such as “Deploy” and “Deployment” shall have appropriate derivative meanings with respect to the defined term “Deployed”); (iii) words denoting the singular shall, where applicable, include the plural and vice versa, words denoting any gender shall include every gender and words denoting persons shall include corporations and other entities and vice versa; (iv) any reference in this Agreement to any statute, statutory provision, delegated legislation, code or guideline shall be a reference thereto as the same may from time to time be amended, modified, extended, varied, superseded, replaced, substituted or consolidated; (v) the Section headings in this Agreement are for the convenience of the Parties only and shall not limit, govern or otherwise affect its interpretation in any way; (vi) references to a Section shall mean a Section of the applicable document in which the reference occurs, unless otherwise noted (e.g., a

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reference to Section 2 that is located in the body of the Agreement will mean Section 2 of the Agreement and a reference to Section 2 that is located in Exhibit B (Reports) shall mean Section 2 of Exhibit B (Reports)); (vii) references herein to “include” or “including” mean “include without limitation” or “including without limitation;” (viii) should any provision of this Agreement require judicial or other interpretation, it is agreed that the terms of this Agreement will not be more strictly construed against the Party who prepared this Agreement, it being further agreed that each Party has participated in the negotiation of this Agreement and was given sufficient opportunity to consult legal counsel before the execution of this Agreement; (ix) all references herein to hardware shall include any firmware installed on such hardware; (x) any reference in this Agreement to “day” or “days” shall mean calendar day or days, as applicable, unless otherwise specified and (xi) all references herein to United States Dollars (US$) with respect to (A) the determination of Major Studios, shall be to the local currency equivalent based on the average exchange rate between the two currencies on the December 31 of the calendar year being evaluated, and (B) Subsidy-Related Adjustments shall be to the local currency equivalent based on the exchange rate between the two currencies on the date of issuance to Deploying Entity or Exhibitor, as applicable, of each such Government Subsidy related to the applicable Subsidy-Related Adjustment.

2. TERM.

(a) The term of this Agreement (the “Term”) shall commence on the Execution Date and shall expire on [______ __, ____] [Note: 5 years for DCK and 6 years under consideration for SDC KOREA.]

(b) The term of the Schedule will commence on the applicable Schedule Execution Date and end on the applicable Schedule End Date (the “Schedule Term”). Unless specifically specified otherwise in the applicable Schedule, such Schedule will expire on the earliest to occur of (the “Schedule End Date”): (i) [Note: 5 years or 6 years] from the Execution Date; (ii) [Note: June 30, 2018 or June 30, 2019]; (iii) the date (A) that any Major Studio is relieved of its obligation to pay (and, with respect to Major Studios excluding Major US Studios, the date that is thereafter, but excluding obligations of such Major Studios under Deployment Agreements signed prior to the Execution Date, but only to the extent that such Deployment Agreements call for a payment period of at least [Note: 5 years or 6 years] years and payments were, in fact, made for all exhibitions of Digital Content during the entirety of such period), or (B) on which Deploying Entity is no longer using Reasonable Efforts to collect fees for each exhibition of Content with respect to all or any portion of the exhibitions of Digital Content on all or any portion of the Covered Systems (excluding situations where Deploying Entity is no longer seeking to collect fees solely because the circumstances described in the exclusion to subclause (A) have occurred); (iii) such date as results after implementing any of the applicable Term Adjustment calculations under Section 7; or (iv) when the Maximum DCF Amount is achieved hereunder. Deploying Entity shall provide to Sony Maximum DCF Amount reports (in accordance with Exhibit B (Reports)) in anticipation of the occurrence of the event underlying clause (iv) above. Deploying Entity shall promptly notify Sony in writing and in reasonable detail if any event underlying (or potentially underlying) clauses (ii), (iii) or (iv) above occurs. For the avoidance of doubt, after the applicable Schedule End Date, Sony shall no longer be obligated to pay any fees whether under this Agreement or otherwise (other than unpaid DCFs that have accrued as of the Schedule End Date) for the exhibition of Content at any Complex that at any point in time contained a Covered System.

3. DEPLOYMENT

(a) Deployment.

(i) The “Maximum Roll Out” is set forth in Section 1(a) of the Master Schedule.

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(ii) On a per Complex basis, Deploying Entity will comply with the following Deployment requirements:

(A) Upon initial Deployment (i.e., the first Deployment occurring during the Term of this Agreement at the applicable Complex) at a Complex (i.e. within 14 days of commencing Deployment at such Complex), at least fifty percent (50%) of the Screens in such Complex shall be Deployed with Covered Systems (“Complex Milestone 1”). Any Complex that has Covered Systems Deployed on less than fifty percent (50%) of the Screens at such Complex shall be a “Under-Deployed Complex;”

(B) On or before the first anniversary of the satisfaction of the Condition Precedent, at each Complex where Deploying Entity has commenced Deployment, at least eighty percent (80%) of the Screens in such Complex shall be Deployed with Covered Systems (“Complex Milestone 2”); and

(C) On or before the end of the Roll Out Period, at each Complex where Deploying Entity has commenced Deployment, one hundred percent (100%) of the Screens in such Complex shall be Deployed with Covered Systems (“Complex Milestone 3”); provided, however, that for purposes of this Section 3(a)(C), Screens at which IMAX digital projection systems are installed and operational (and for which no other projection systems are installed) shall not be counted, such that if Deploying Entity has Deployed Covered Systems at a Complex to all Screens other than those that have, and only have, IMAX digital projection systems, Deploying Entity will not be in breach of this Section 3(a)(C). For the avoidance of doubt, (i) no DCFs shall be payable in connection with Bookings on IMAX digital projection systems (including with respect to Sony Digital Content that is initially Booked on a Screen equipped with an IMAX digital projection system and that subsequently moves over to a Covered System, save that where Sony Digital Content is concurrently Booked on an IMAX digital projection system and a Covered System, a DCF shall be payable in relation to the Sony Digital Content Booked on the Covered System) and (ii) except as specifically set forth above in this Section 3(a)(C), all of Deploying Entity’s obligations hereunder shall apply to all of the remaining Screens in the Complex.

(D) Notwithstanding anything to the contrary contained above in this Section 3(a)(ii), New Complexes shall be subject to Section 3(e).

(iii) For the avoidance of doubt, with respect to any Complex with a Covered System: (A) no DCFs will be due and payable by Sony with respect to an Under-Deployed Complex until such Complex has Covered Systems Deployed on at least the percentage of Screens at such Complex as is required by Complex Milestone 1; (B) if Deploying Entity does not achieve Complex Milestone 2 at a Complex, then the DCFs due and payable for each Sony Booking at such Complex will be discounted by twenty percent (20%) until such time as the Deployment percentage required by Complex Milestone 2 is achieved at such Complex. Notwithstanding anything to the contrary contained herein, if Deploying Entity does not achieve Complex Milestone 3 at such Complex by the end of the Roll Out Period, then such Complex shall be deemed a “ROP-Failed Complex” and the DCF for any and all Sony Bookings at such Complex will be zero (0) for the remainder of the Term and each such Complex shall be deemed to

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have achieved the Maximum DCF Amount applicable thereto for purposes the Maximum DCF Amount pursuant to Section 8; provided, however, that such failure to meet Complex Milestone 3, in and of itself, will not constitute a material breach giving rise to a right by Sony to terminate this Agreement pursuant to Section 11(b)(ii). Deploying Entity shall be excused from any failure to achieve the milestones to the extent such failure is caused by Deploying Entity or Exhibitor, as the case may be, not being able to obtain sufficient quantities of components for Projection Systems due to supplier or vendor shortage, after Reasonable Efforts to obtain such components, provided that Deploying Entity provides proof to Sony that (1) Deploying Entity or the Exhibitor is able to pay for such components if they were available and (2) Deploying Entity has, in fact, ordered such components (and is otherwise in full compliance with its obligations related to such order).

(iv) Subject to the provisions of this Agreement, Deploying Entity may in its sole discretion re-Deploy Projection Systems from Screen to Screen within a Complex, or from one Complex to another, or replace a Projection System, provided that if a Covered System is re-Deployed to a New Screen, then such re-Deployed Covered System shall be treated as though it had been initially deployed for such New Screen for all purposes under this Agreement.

(v) Deploying Entity shall deliver the Deployment Reports as set forth in Exhibit B (Reports).

(b) Previously Deployed Systems. Subject to Section 3(c), any digital projection systems which were installed by an Exhibitor prior to such Exhibitor entering into a deployment agreement with Deploying Entity and which comply with the terms of this Agreement as of the date on which it is Deployed by Deploying Entity will be deemed Covered Systems as of such date (as certified in the manner described below). Deploying Entity will upgrade any such digital projection systems which do not comply with the terms of this Agreement, at its sole cost, so that they comply with the terms of this Agreement, and such digital projection systems will be deemed Covered Systems (and thus become eligible for a DCF subject to the other terms and conditions hereunder) as of the date they comply with the terms of this Agreement (as certified in the manner described below). With respect to both types of digital projection systems described above (i.e., those that comply with the terms of this Agreement without upgrading and those that have been upgraded to comply with this Agreement), Deploying Entity will include such systems in a Deployment Report only after such systems comply with the terms of this Agreement, it being understood that such inclusion shall be deemed to be Deploying Entity’s certification that the applicable systems comply with the terms of this Agreement. All projection systems which become Covered Systems as provided for in this Section will be deemed “Previously Deployed Systems.”

(c) Certain Other Systems. For purposes hereof, “Acquired Systems” means digital projection systems that were originally deployed or installed by a third party that Deploying Entity otherwise comes to own or control. In the event Deploying Entity wishes to Deploy any Acquired Systems, Deploying Entity will make due inquiries to determine whether such systems are already covered by a deployment agreement with Sony and will give Sony as much notice as reasonably possible regarding such Deployment. If an Acquired System is already covered by a deployment agreement with Sony, Sony may elect to continue to use such Acquired System subject to the other agreement and Deploying Entity shall comply (and execute documents confirming that it will comply) with the terms and obligations applicable under the other agreement as if Deploying Entity were Sony’s counterparty to the other agreement, save that, unless otherwise agreed between the Parties, all such Acquired Systems shall count towards the existing Deployment caps hereunder (but, for the avoidance of doubt, no DCFs shall be payable under this Agreement with respect to such Acquired Systems). If any such Acquired Systems were acquired from an entity with which Sony did not already have an agreement governing the use of such Acquired Systems or Sony elects not to have the other agreement apply, any such Acquired Systems

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that comply with the terms of this Agreement will be deemed Covered Systems and Deploying Entity will upgrade any other such Acquired Systems that do not comply with the terms of this Agreement so that they do comply with the terms of this Agreement, and such Acquired Systems will be deemed Covered Systems as of the date they comply with the terms of this Agreement. Deploying entity will include Acquired Systems in a Deployment Report only after such systems comply with the terms of this Agreement, it being understood that such inclusion shall be deemed to be Deploying Entity’s certification that the applicable systems comply with the terms of this Agreement.

(d) System Transfers or Grants. Notwithstanding anything herein to the contrary, if Deploying Entity (i) sells, assigns or otherwise transfers its rights in any Covered System, Deploying Entity will require the transferee to acknowledge to Sony in writing that if and for so long as such transferee owns or controls such Covered System that remains in any complex (including a Complex), if requested by Sony, such Covered System will remain subject to Sony’s rights under this Agreement or (ii) grants any third party a security interest in any Covered System, Deploying Entity will require the secured party to acknowledge to Sony in writing that if such secured party forecloses on, or otherwise takes possession of, any Covered System, if and for so long as such Covered System remains in any complex (including a Complex), if requested by Sony, such Covered System will remain subject to Sony’s rights under this Agreement.

(e) New Complexes / New Screens.

(i) Notwithstanding anything to the contrary contained in this Agreement, Deploying Entity agrees that each New Complex shall, (1) upon the initial opening of such New Complex, be Deployed with Covered Systems on at least eighty percent (80%) of the Screens in such New Complex, regardless of whether Section 3(a)(ii) would otherwise require a lower Deployment level and (2) by the end of the Roll Out Period, be Deployed with Covered Systems on one hundred percent (100%) of the Screens in such New Complex. Notwithstanding anything to the contrary contained herein, no DCFs will be payable in connection with Bookings of Sony Digital Content at any New Complex.

(f) Subcontractors. If Deploying Entity uses the services of any subcontractors (“Subcontractors”) to perform services for Deploying Entity in conjunction with its obligations under this Agreement, Deploying Entity represents, warrants and covenants that it will include in its agreement with the Subcontractor terms consistent with this Agreement. Notwithstanding the foregoing, Deploying Entity will remain, in all respects, directly and primarily liable to Sony for all services that it elects to have performed by Subcontractors and for all acts and omissions of Subcontractors, including for any breach of this Agreement by Subcontractors, for any act or omission of a Subcontractor which causes Deploying Entity to breach this Agreement, and for acts or omissions which, if taken by Deploying Entity, would be a breach of this Agreement.

(g) Ancillary Services. Deploying Entity will not, and will ensure that each Exhibitor does not, enter into any agreements for any services that, due to exclusivity provisions or otherwise, could reasonably be expected to adversely affect Sony’s ability to deliver, and/or Exhibitor to receive, Sony Digital Content or Keys, or which are otherwise necessary for Sony and/or Exhibitor to use the Projection Systems to show Sony Digital Content. For the avoidance of doubt, where the operation of any agreement (or any consent rights in any such agreement) could adversely affect content delivery (e.g., if a property lease allows only one satellite dish at a given location), Deploying Entity shall use all Reasonable Efforts to ensure that the Exhibitor negotiates a removal or waiver of the limiting provisions. Additionally, where Deploying Entity or any Affiliate of Deploying Entity, or Exhibitor or any Affiliate of Exhibitor, has any equity stake or other interest in the counterparty to the applicable agreement, Deploying Entity will notify Sony in advance and in writing before entering such agreement (to the extent any such agreements exist as of the Execution Date, Deploying Entity shall provide reasonably detailed

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written disclosure thereof in advance of the Execution Date) and will take all steps (including steps reasonably requested by Sony) to ensure that Sony has the ability to deliver, and/or Exhibitor to receive, Sony Digital Content and/or Keys on fair and reasonable terms.

(h) Title to Digital Systems. As between Sony and Deploying Entity, Sony shall have no legal title to the Digital Systems.

(i) Network Access. Upon Sony’s request, if Deploying Entity has the requisite connectivity, Deploying Entity will distribute, at no charge to Sony, Keys for Sony Digital Content promptly following receipt by Deploying Entity, provided that Sony may only use such service as a back-up after using Reasonable Efforts to diligently pursue its primary sources of Key distribution, provided further that Deploying Entity will not have any liability for any damages or losses incurred by Sony solely as a result of delivering (or failing to deliver) such back-up Keys.

(j) Maintenance and Exhibitor Training.

(i) Deploying Entity will be responsible for ensuring the maintenance, repair and servicing of the Digital Systems Deployed in each Country during the Term, and where necessary ensuring replacement of them. Deploying Entity will use Reasonable Efforts:

(A) To procure and maintain, or to ensure the Exhibitor procures or maintains, an adequate staff of technicians to provide technical support via telephone to Exhibitors (in the Exhibitor’s local language) utilizing the Digital Systems in each Country. Such telephone technical support will be available to Exhibitors from 11:00 a.m. to 11:00 p.m. (local time) (“Working Hours”), seven (7) days per week;

(B) to ensure, or to ensure that each Exhibitor procures, on-site response within twelve (12) hours during Working Hours to any Complex located in any of the major cities, and on-site response within forty-eight (48) hours during Working Hours to any other Complex located in any other location in the Country, in each case from the first call from such Complex requesting on-site technical support;

(C) to maintain the highest levels of quality and reliability in the design, manufacture, Deployment, performance and support of the Digital Systems in each Country;

(D) to ensure that the performance of all services, including delivery, installation and maintenance, is undertaken in a first class manner, and complies with the standards of quality and security which Sony and Deploying Entity agree upon from time to time; and

(E) to ensure all services are performed by fully trained and technically qualified personnel. Deploying Entity will change its services whenever necessary to meet industry standards set by the DCI Spec.

(ii) Deploying Entity (or its permitted assignees) agrees to ensure (a) that Digital Systems are maintained in good order and repair and that the Digital Systems are adequately insured against casualty losses, (b) that a warranty on all Digital Systems in a given Complex ending no earlier than five (5) years from the date of the last installation of a Digital System at such Complex is

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maintained, and (c) that an annual service contract on all Digital Systems in a given Complex ending no earlier than five (5) years from the date of the last installation of a Digital System at such Complex is maintained.

(iii) Deploying Entity (or its permitted licensees, assignees and/or Subcontractors) will be responsible for maintaining reasonable policies and procedures relevant to contingency plans, recovery plans and proper risk controls to facilitate Deploying Entity’s continued performance under this Agreement in the event of any system failure due to introduction of (A) any computer viruses, worms, software bombs or other similar items; or (B) any computer instructions whose purpose is to disrupt, damage or interfere with Digital Systems or any of their data, programs or computer or telecommunications facilities for their commercial purposes. Without limiting the foregoing, Deploying Entity will maintain during the Term and will implement when necessary, disaster recovery plans and/or business continuity plans which will be reasonably developed and implemented to obtain recovery of Digital Systems within twenty-four (24) hours of any such introduction or forty-eight (48) hours in Complexes located in remote areas not directly accessible by air.

(iv) Deploying Entity will be responsible for training Exhibitor personnel to a level sufficient to allow such personnel to properly operate Digital Systems.

4. DCI SPEC COMPLIANCE.

(a) General Requirement; Compliance with DCI Spec. Subject to Section 4(b), all applicable projectors, playout servers, media blocks, Forensic Marking technology, and, if applicable, link encryption capabilities, as well as related hardware, firmware and software used in Covered Systems (collectively, “System Components”) must be compliant with the DCI Spec at the time of Deployment and throughout the Term (including any re-Deployments), including with the United States Federal Information Processing Standards (“FIPS”) certification and FIPS certification requirements of the DCI Spec regarding physical security requirements (such requirements, the “FIPS Certification Requirements”), as evidenced by passing the DCI Compliance Test Plan, pursuant to testing administered by a testing entity approved by DCI.

(b) Limited Exception for First Generation Component Compliance Requirements and Certain Non-Compliant Components.

(i) First Generation Components . Exhibit A (List of First Generation Components) sets forth an exhaustive list of System Components (“First Generation Components”) for which the requirements in Section 4(a) have been modified. No Covered Systems containing projectors that are First Generation Components shall be installed after the Execution Date.

(A) Subject to Section 4(d), and until otherwise provided for in Section 4(b)(ii), Covered Systems incorporating the projectors listed in Exhibit A that are based on Texas Instruments DLP Cinema® technology Series 1 (i.e., Christie, NEC, Barco, Cinemeccanica and Kinoton projectors) will not be fully compliant with the FIPS Certification Requirements of the DCI Spec. Accordingly, Deploying Entity will upgrade such Covered Systems with the DLP Cinema® Series 1 Security Enclosure within four (4) months of signing an Exhibitor. Notwithstanding the foregoing, to the extent the upgrade has not been implemented by the date the applicable Exhibitor is signed, the DCF for any Bookings of Sony Digital Content thereafter at a Complex containing such non-upgraded System Components shall be deferred such that the DCF does not become due and payable pursuant to Section 9(c) hereunder until Deploying Entity certifies to Sony in writing that the upgrades at such Complex are complete (and no interest or other obligations will accrue with respect to such deferred DCFs), provided that if the upgrade is not completed by December 31, 2012, the deferred DCFs shall be forfeited by Deploying Entity and all

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Bookings thereafter shall not be subject to a DCF until the upgrade is completed. For the avoidance of doubt, as between Sony and Deploying Entity, Deploying Entity is responsible for all costs of such DLP Cinema Series 1 Security Enclosure upgrades.

(B) All First Generation Components Deployed shall be upgraded to comply with the DCI Spec, including the FIPS Certification Requirements, in accordance with Section 4(b)(ii) below, provided that (1) Deploying Entity will not be required to upgrade such Covered Systems which have been Deployed in accordance with this Section 4(b) so long as non-compliance of such Covered Systems (i.e., projectors, servers and other System Components) is solely as a result of using the DLP Cinema®  Series 1 Security Enclosure; and (2) solely with respect to projectors, the deadline for such projectors to comply will be the earlier of the date that (y) would apply pursuant to Section 4(b)(ii) below, and (z) is the earliest deadline imposed by any other Major US Studio for such projectors to comply with the DCI Spec. As between Sony and Deploying Entity, the cost of all upgrades required by this Section 4(b)(i)(B) are the responsibility of Deploying Entity.

(ii) Non-Compliant Components . Subject to Section 4(d), all Non-Compliant Components must be upgraded in accordance with this Section 4(b)(ii). For purposes hereof, “Non-Compliant Components” means all First Generation Components and other Covered Systems installed prior to the Execution Date that contain System Components that are not First Generation Components and that are not DCI Spec Compliant at the time of such installation. Additionally, notwithstanding anything to the contrary contained herein, for installations from and after the Execution Date, all System Components must be DCI Spec Compliant at the time of Deployment.

(A) Deploying Entity shall ensure that all Non-Compliant Components are upgraded to be DCI Spec Compliant on or prior to the Upgrade Deadline. For purposes hereof, once a Non-Compliant Component is capable of being upgraded to become DCI Spec Compliant and such upgrade or such upgraded component becomes Commercially Available, the “Upgrade Deadline” shall be (i) with respect to upgrades that do not require an on-site visit (e.g., downloadable software upgrades), the date that is six (6) months after the date that the applicable component upgrade becomes Commercially Available, and (ii) with respect to upgrades that require an on-site visit, the date that is twelve (12) months after the date that such component upgrade becomes Commercially Available.

(B) In the event that, prior to the Upgrade Deadline, Sony elects to Book Sony Digital Content on Covered Systems containing any Non-Compliant Components that were installed prior to the Execution Date, Sony will pay any applicable DCFs, provided that if any other Major US Studio is relieved of its obligations to pay for the exhibition of its Digital Content on such systems or otherwise has the right to defer, prorate, or discount the payment of any applicable fees due to such non-compliance, Sony shall also be entitled to such right. For the avoidance of doubt, after the Upgrade Deadline and with respect to Complexes that contain Covered Systems that contain any Non-Compliant Components that were installed prior to the Execution Date, if Sony elects to Book Sony Digital Content at such a Complex, then, in addition to any otherwise available remedies, such Bookings shall be not be subject to DCFs until Deploying Entity certifies to Sony in writing that the upgrade has been completed (at which point DCFs will, on a going-forward basis, be payable subject to the terms of this Agreement).

(C) Notwithstanding anything to the contrary contained herein, for Deployments after the Execution Date, all System Components must be DCI Spec Compliant at the time of Deployment; provided that where Non-Compliant Components are installed after the Execution Date, in addition to any otherwise available remedies, Bookings at Complexes containing such Non-Compliant Components shall not be subject to DCFs until Deploying Entity certifies to Sony in writing that the

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upgrades at such Complex are complete (at which point DCFs will, on a going-forward basis, be payable subject to the terms of this Agreement).

(c) DCI Compliance Test Plan. Deploying Entity shall ensure that the System Components Deployed hereunder have been tested by a DCI approved testing entity in accordance with the then-current version of the DCI Compliance Test Plan so as to comply with this Section 4. As between the Parties, the cost of such testing will be borne by Deploying Entity (or its Subcontractors, Exhibitors and/or the manufacturer of such component). For the avoidance of doubt (but subject to the re-testing obligations described below), the foregoing testing requirements do not mean that each copy of such component must be tested, but rather, one production version of such component only must be tested. All testing will be performed using the version of the DCI Compliance Test Plan that is currently in use by DCI-approved testing entities as of the date the applicable System Components are first formally submitted for testing or are re-submitted for testing after a failure to pass or complete the DCI Compliance Test Plan, as applicable. Such testing is to be repeated each time a new version of hardware is introduced for such component (including all changes, upgrades or enhancements to the projector, server or media block) and/or where a new version of software or firmware is introduced (including all upgrades and enhancements); provided, however, that, in each case (A) such testing will not need to be repeated to the extent the then-current version of the DCI Compliance Test Plan specifically provides that additional testing is not required for the specific type of new version of the applicable hardware, software and/or firmware, as applicable, and (B) where, and to the extent, the then-current version of the DCI Compliance Test Plan provides that only limited testing is required for the specific type of new version of the applicable hardware, software and/or firmware, testing in accordance with such limited testing requirements shall be sufficient for purposes of this Agreement. For the avoidance of doubt, software and/or firmware shall tested or re-tested, as applicable, in accordance with applicable FIPS 140-2, level 3 (which FIPS Certification Requirement is required by the DCI Spec) requirements and procedures.

(d) Other DCI Spec Requirements and Minimum Requirements.

(i) Notwithstanding anything herein to the contrary, all Covered Systems containing First Generation Components and/or Non-Compliant Components, irrespective of when Deployed, will comply with the following minimum requirements of the DCI Spec: (A) DCI Forensic Marking (which must be provided by one of the Sony approved providers specified in Section 4(f)(i) below); (B) 2K or 4K resolution Projection System, provided that with respect to exhibitions of Digital Content in 3D format on either Projection System, the “image structure container” as defined by the DCI Spec may have a resolution of 2048 x 1060 (i.e., the vertical resolution may be no less than ninety-eight percent (98%) of the vertical resolution required by the DCI Spec; (C) DCI link encryption hardware and software (including Texas Instruments’ Cinelink II Encryption) where image content is carried on interconnecting cables, which are exposed (i.e., outside of a secure processing block) downstream from image media decryption; and (D) JPEG 2000.

(ii) All Covered Systems (including Covered Systems containing First Generation Components and/or Non-Compliant Components) shall have the capability to provide Sony with access to each Complex via a connection to the World Wide Web (with back-up access via e-mail to an actively monitored account) for the delivery of Keys. In addition, all Covered Systems Deployed by Deploying Entity will, from the time of first Deployment, have the capability of receiving Digital Content in any form expressly permitted by the DCI Spec, which shall include, at a minimum, external drive (USB 2.0), network (GigE), and DVD ROM. Deploying Entity will, in good faith, consider using CRU dockable hard drives to receive Digital Content. Subject to compliance with the DCI Spec, Deploying Entity will not take any actions that could adversely affect the ability of any Digital System Deployed by Deploying Entity to receive Digital Content via satellite.

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(e) Voluntary Subscription to DCI Spec. Sony is a member of DCI, which, following input from most stakeholders in the industry, issued the DCI Spec as a necessary first step towards the film industry putting in place voluntary, open and non-discriminatory technical standards for digital cinema systems. The DCI Spec is currently the subject of work by standard setting bodies such as the SMPTE, aimed at producing detailed standards which will be open, voluntary and non-discriminatory. Notwithstanding the fact that Sony is obligating Deploying Entity to comply with the DCI Spec for the purpose of Sony Digital Content, Sony is not obligating any individual film distributors to comply with, use or require compliance with, the DCI Spec. It is up to each individual film distributor to determine unilaterally and independently the extent to which each will require compliance with the DCI Spec (and eventual SMPTE standards) by Exhibitors to which their Digital Content is released and this agreement reflects Sony’s unilateral and independent determination in that regard.

(f) Miscellaneous.

(i) Deploying Entity shall ensure that Forensic Marking technology is used and enabled with all Digital Systems and that such Forensic Marking technology will be the Forensic Marking technology supplied by Civolution BV or such other person(s) as the Parties may agree in writing.

(ii) During the Term, in the event Sony provides substantial evidence of the inaccuracy or ineffectiveness of such Forensic Marking technology with respect to content marking, and a new Forensic Marking technology approved by Sony becomes Commercially Available, Deploying Entity will work with Sony, and other distributors, exhibitors and other users and beneficiaries of the Digital Systems, in good faith, to determine a fair and equitable manner of allocating the costs of implementing such new Forensic Marking technology (it being understood that if they cannot agree on such an allocation, Deploying Entity will not be required to implement the new Forensic Marking technology).

(iii) During the Term, Deploying Entity will, or will ensure that Exhibitors, promptly maintain, repair and service the Digital Systems Deployed throughout the Territory (including, without limitation, so as to ensure that such systems are and remain DCI Spec Compliant throughout the Term), and where necessary, replace them.

(iv) At Sony’s reasonable request, Deploying Entity shall, and shall ensure that Exhibitors, at the next service call (i.e., the first service call following Sony’s request) for the Digital Systems specified in Sony’s request, provide to Sony such information as Sony may reasonably request in order to determine and confirm that the applicable Digital Systems are DCI Spec Compliant.

(v) Deploying Entity shall, and shall ensure that Exhibitors, permit Sony or an independent third party certification entity approved by Sony reasonable access to any of its and each Exhibitor’s premises where any portion of the Covered Systems reside to verify, at Sony’s expense, that Covered Systems comply with the terms of this Agreement. Deploying Entity agrees to cooperate, and to ensure that Exhibitor cooperates, fully with on-site inspections conducted by such entity. Such inspection shall be conducted upon reasonable advance notice and in a manner to minimize the interruption of the business at the Complex inspected.

(vi) The Parties hereby acknowledge that a breach of this Section 4 by Deploying Entity shall constitute a material breach.

5. RIGHTS AND OBLIGATIONS REGARDING BOOKING.

(a) Booking Decisions. Deploying Entity acknowledges that the decision of whether to

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Book any particular Sony Content at any particular Complex(es) lies entirely within Sony’s unilateral discretion. Deploying Entity further acknowledges that for any Sony Content, Sony will select the distribution pattern and select the Complex(es) or Screen(s) that Sony unilaterally believes in its business judgment to be appropriate for Sony Content, considering all relevant circumstances. Deploying Entity acknowledges and accepts that Sony’s Booking decisions are not and will not be based upon whether or not an Exhibitor has installed any Digital Systems.

(b) Booking Process. Notwithstanding anything to the contrary in this Agreement, Deploying Entity covenants and agrees that it will not, directly or indirectly, interfere in any manner with Sony’s right or ability to Book Sony Digital Content with Exhibitors and that it will not, directly or indirectly, take actions that are intended to, or that could reasonably be expected to, shorten Booking periods or reduce the number of exhibitions received per Booking (in each case as compared to the practices in the Country prior to the Execution Date). Without limiting the generality of the foregoing, and for the avoidance of doubt, the foregoing restriction shall include the following: (i) Deploying Entity shall not take any action that gives Deploying Entity any discretion as to whose or which Content is exhibited on Projection Systems; (ii) Deploying Entity shall not seek any remedies against an Exhibitor that is in breach of its obligations with Deploying Entity that would interfere with Sony’s ability to Book Sony Content with such Exhibitor, provided that Deploying Entity may remove a Covered System from a Complex if such Exhibitor has materially breached its agreement with Deploying Entity and has not cured such breach in accordance with the terms of such agreement (so long as such obligations imposed on the Exhibitor are not otherwise in contravention of this Section 5(b)); (iii) Deploying Entity shall not create any incentives for Exhibitors to alter Booking terms with Sony or to favor the Content of one distributor over another distributor (in each case, including Sony) (e.g., for any Sony Digital Content in which Sony pays or has paid a DCF to Deploying Entity pursuant to the terms of this Agreement, if Deploying Entity charges Exhibitors any fee for the exhibition of such Sony Digital Content at Complexes containing Covered Systems (e.g., a digital conversion fee, virtual print fee, revenue share, etc.), Deploying Entity shall be deemed to be in breach of this provision); and (iv) Deploying Entity shall not require or encourage Exhibitors to exhibit a minimum number of items of Digital Content per Screen over any period of time. Without limiting any other remedies that may otherwise be available to Sony hereunder, in the event of a breach of this Section 5(b), Sony’s DCF payment obligations under this Agreement shall cease through the remainder of the Term. If Deploying Entity becomes aware, through notice from Sony or otherwise, that it has taken an action that affects or interferes with Sony’s right or ability to Book Sony Digital Content with Exhibitors, Deploying Entity will immediately take steps to remedy the effect of such action. For the avoidance of doubt, this provision shall survive the expiration or termination of this Agreement.

(c) Digital Content Access Agreement. Sony will use Reasonable Efforts to cause any Exhibitor to whom Deploying Entity wishes to Deploy Covered Systems to agree to Sony’s digital content access agreement and terms related to exhibition of Sony Digital Content. To the extent Sony has any obligations under this Agreement, none of such obligations hereunder shall become enforceable with respect to any Exhibitor until Sony has obtained agreement to the terms in the foregoing sentence with such Exhibitor; provided that if Deploying Entity has signed such Exhibitor to a deployment agreement containing the terms set forth in Exhibit D (as certified in writing by Deploying Entity), then Sony shall comply with its obligations hereunder. Deploying Entity must notify Sony in writing of any Exhibitors for whom Deploying Entity is not in compliance with Exhibit D and Deploying Entity must also notify Sony in writing of the Exhibitors with which Deploying Entity has entered into meaningful discussions regarding Deployment and when a Deployment agreement is imminent. For the avoidance of doubt, subject to Section 2 of Exhibit D, if Sony elects to Book Sony Digital Content with such Exhibitor despite non-execution of the Digital Content Access Agreement, Sony may do so, subject to payment of the applicable DCF hereunder.

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6. DCFS; CREDITS; TAXES.

(a) DCF Payment. Except as otherwise provided for herein (including, without limitation, Section 3(a), Section 5(b) Sections 6.(a)(ii) and 6(c) below, and Section 2 of the Master Schedule), for each Booking of Sony Digital Content at a Complex on a Screen which has a Covered System, Sony will pay to Deploying Entity the applicable DCF as set forth in the Schedule.

(i) All references to DCFs herein shall mean to the applicable DCF set forth in the Schedule, subject to any applicable discounts or limitations set forth herein.

(ii) The DCF will accrue and become payable if and only if, and when, the exhibition of the applicable Sony Digital Content occurs. For purposes of invoice generation, the actual detailed log files shall be used, provided that such log files will be validated by the actual Booking requests, and, for the relevant period: (i) where the actual maximum number of concurrent exhibitions based on the log files are less than those evidenced by Sony’s Bookings, DCFs will only be payable for the actual maximum number of concurrent exhibitions based on the log files; and (ii) where the actual maximum number of concurrent exhibitions based on the log files are greater than those requested by Sony’s Bookings, DCFs shall only be payable for the actual Sony Bookings, unless the invoice includes the written consent from Sony required by Section 6.(b)(ii).

(iii) Where Sony places multiple concurrent Bookings of the same Sony Digital Content at the same Complex, each Booking will be deemed a separate Booking.

(iv) For each Booking, Sony will provide to Deploying Entity a Booking Report in accordance with Exhibit B (Reports), which Booking Reports.

(b) Exceptions to DCF Requirements. Notwithstanding anything herein to the contrary, Sony shall not be obligated to pay a DCF for:

(i) trailers, shorts (in each case or in the aggregate for one screening, of less than twenty (20) minutes), on screen advertising, and pre-show programs;

(ii) moveovers (i.e., exhibition of an item of Sony Digital Content at a Complex on a Screen other than the Screen where it was first Booked in the same Complex, it being acknowledged that a DCF shall be payable in respect of the Screen that was originally Booked);

(iii) unauthorized expansions (including “digital interlocking”) (i.e., the concurrent exhibition of an item of Sony Digital Content on a number of Screens in excess of the number of Screens Booked for such item of Sony Digital Content by Sony, or the continued exhibition of an item of Sony Digital Content beyond the period agreed upon by Sony in the applicable Booking, in each case which occurs without Sony’s written consent, even if Sony’s Booking system is updated to reflect such exhibition (e.g., for purposes of ensuring Sony receives its applicable revenue share from the Exhibitor));

(iv) all pre-opening studio screenings (including Exhibitor trade screenings, studio premieres, preview screenings, press junkets, word-of-mouth screenings, recruited screenings, charity screenings, festival screenings and research screenings);

(v) Bookings at any New Screens;

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(vi) Bookings of any Sony Digital Content no longer in its initial theatrical run, except that DCFs will be payable, subject to the terms hereof, where such applicable Booking is part of a national re-release of a modified version (e.g., changed from 2D to 3D, changed from black and white to color, or modified by adding substantial additional footage);

(vii) Bookings at Complexes where Deploying Entity has failed to secure the right to be the exclusive provider of digital projection systems (including Digital Systems, but not including any IMAX systems) for such Complex and where Sony will incur or accrue, or has already incurred or accrued, a fee to another entity for the exhibition of Sony Digital Content (e.g., a digital conversion fee, a virtual print fee, etc.);

(viii) any Sony Content which is originally Booked to a non-digital Screen in a Complex where (i) a Covered System is installed on such Screen within ten (10) business days prior to the first day of the Booking on that Screen or thereafter, with the result that Sony has to provide Sony Digital Content to such Complex to exhibit such Sony Content (including, for the avoidance of doubt, a conversion of a Screen from non-digital to digital after the first exhibition of Sony Content in non-digital format on such Screen but prior to the end of the applicable Booking period for such Sony Content), or (ii) the Sony Content originally opens on a non-digital Screen and is thereafter moved to a digital Screen on which a Covered System is installed and fully operational in the same Complex, with the result that Sony has to provide Sony Digital Content to such Complex to enable the moveover;

(ix) any non-commercial screenings for which no, or de minimis, revenues are received by Sony;

(x) “split screen engagements” (i.e., Booking of an item of Sony Digital Content on a Screen on which another item of Sony Digital Content is concurrently Booked and for which a DCF has already accrued); provided that, if an item of Sony Digital Content shares a Screen with any non-Sony Digital Content during any portion of the engagement of the Sony Digital Content, Section 2(c) of the Master Schedule shall apply;

(xi) Bookings (A) on Screens where Sony Digital Content is exhibited via digital projection systems known as IMAX digital projection systems or via other non DCI Spec-based digital projection systems that may be adopted by the industry during the Term and (B) where the applicable Sony Digital Content was initially Booked on a Screen described in the foregoing subclause (A) but is moved over to a Screen to which such subclause (A) does not apply, save that DCFs shall be payable for Bookings on Screens with Covered Systems if there are concurrent Bookings on Screens described in subclause (A) and on Screens with Covered Systems within the same Complex;

(xii) Bookings at a Complex which contains any Projection System which became a Covered System (a) after the Roll Out Period, or (b) after the total number of Projection Systems in the Country exceeded the Maximum Roll Out;

(xiii) Bookings at any: (a) Under-Deployed Complex or (b) ROP-Failed Complexes; or

(xiv) Bookings for which the actual exhibitions during the entire Booking period do not fulfill and honor the underlying commercial terms (e.g. minimum number of shows, shows per day, booking period, etc.) that were agreed to by Sony and Exhibitor as part of the Booking when the Booking terms were initially reached (Sony shall provide reasonable supporting documentation to evidence the applicability of this subsection (xiii), which documentation may be redacted to exclude sensitive terms, including film rental rates).

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(c) DCF Credits. Sony will be entitled to credits against the DCFs payable hereunder in the following circumstances (together with any other credits or remedies to which Sony is entitled under this Agreement, “DCF Credits”):

(i) Sony will receive a credit in an amount equal to one hundred percent (100%) of the DCF paid or payable in respect of a Booking if Sony also incurs the cost of a new 35mm print version of the applicable item of Content: (i) to accommodate a moveover by Exhibitor to a non-digital Screen in the same Complex, (ii) as a result of any other breach of Deploying Entity’s obligations under this Agreement; (iii) at Exhibitor’s request; or (iv) due to a missed exhibition of the applicable item of Content on a Covered System.

(ii) A DCF Credit (the “Digital Delivery Credit”) in an amount equal to 20% of the Maximum DCF per Booking if Sony must deliver a digital copy of the item of Sony Content (e.g., a digital cinema package or a digital cinema package and a Key) and 5% of the Maximum DCF per Booking if Sony must deliver a Key only, in each case, in order to accommodate: (A) due to non-compliance with Section 3(a)(v), a conversion of a Screen from non-digital to digital within ten (10) business days prior to the first day of the Booking or thereafter (including, for the avoidance of doubt, a conversion of a Screen from non-digital to digital after the first exhibition of Sony Content in non-digital format on such Screen but prior to the end of the applicable Booking period for such Sony Content), or (B) a non-digital to digital moveover (i.e., a transfer of an item of Sony Content from a non-digital Screen to a digital Screen in the same Complex excluding the same Screen (to which Section 6(c)(ii)(A) may apply).

(iii) Sony will receive a credit in an amount equal to one hundred percent (100%) of the DCF paid or payable in respect of an item of Sony Digital Content Booked at a Complex for any Booking if such Bookings at a Complex have been suspended or terminated by Sony due to a Security Failure related to non-compliance with the DCI Spec.

(iv) Sony will receive a credit in an amount equal to:

(A) 100% of the DCF paid or payable for any Quality Failure that occurs during the first two Release Weeks for the applicable Booking;

(B) 75% of the DCF paid or payable for any Quality Failure that occurs in the third Release Week for the applicable Booking;

(C) 50% of the DCF paid or payable for any Quality Failure that occurs in the fourth Release Week for the applicable Booking; and

(D) 0% of the DCF paid or payable (i.e., no DCF Credit) for any Quality Failure that occurs during or after the fifth Release Week for the applicable Booking.

(d) Taxes. The DCFs set forth in the Schedule are exclusive of any sales, use, gross receipts, excise, value-added, admission, entertainment, film rental, goods and services, withholding, personal property or other taxes or similar charges (“Taxes”).

(i) Except as specifically set forth in Section 6(d)(ii), Deploying Entity shall be solely responsible for the payment of all Taxes imposed by any governmental entity arising from or in connection with this Agreement or otherwise imposed on Deploying Entity.

(ii) The Parties agree that if any value added taxes are imposed on Deploying Entity

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in the relevant Country for amounts paid by Sony under this Agreement (“VAT”), Deploying Entity shall have the right to add such VAT to Sony’s invoice and Sony agrees to pay Deploying Entity for such VAT, provided that: (i) Deploying Entity provides Sony with a valid invoice evidencing such VAT; and (ii) Deploying Entity reasonably cooperates in Sony’s attempts to minimize, contest or recover any such VAT, including by bringing any claims on Sony’s behalf to the extent Sony does not have standing. Notwithstanding the foregoing, to the extent VAT is not recoverable by Sony under local tax laws, the applicable DCF shall be deemed to be inclusive of the related VAT that is payable by Sony (i.e., there will be no gross up or additional amounts payable by Sony).

(iii) All payments made by Sony under this Agreement shall be made free and clear of and without deduction or withholding for or on account of any Taxes unless such deduction or withholding is required by applicable Law, in which case Sony shall (A) withhold the legally required amount from the payment(s), (B) remit such amount to the applicable taxing authority, and (C) deliver to Deploying Entity documentation evidencing such remittance.

(e) No Other Payments. Subject to payment of DCFs and subject to payment of any amounts payable by Sony under this Section 6 and without prejudice to Section 17 and Section 18, Sony will not be obligated to pay Deploying Entity any other amounts under this Agreement. Without limiting the generality of the foregoing Deploying Entity shall be responsible for, and Sony shall not be responsible for, (i) any cost items arising out of or in connection with the Deployment of Digital Systems and installation, testing, training and other on-site costs of the Digital Systems; (ii) any intellectual property license, royalty or similar fee, if any, in connection with the acquisition, maintenance or operation of the Digital Systems (including with respect to Forensic Marking technology (i.e., any fee associated with the hardware and software)); and (iii) any other fees associated with the Digital Systems other than the DCF.

(f) Unpaid DCFs and DCF Credits at Expiration.

(i) Any DCFs payable to Deploying Entity which relate to Bookings commencing prior to the Schedule End Date and that remain unpaid on termination or expiration of a Schedule shall be invoiced and paid in accordance with the invoicing procedures set forth in Section 9, provided that any amounts paid by Sony under this Agreement for Bookings commencing after the applicable Schedule End Date shall be refunded to Sony within thirty (30) days after the determination of the applicable Schedule End Date.

(ii) Where a DCF Credit is applicable in respect of any DCF paid or payable by Sony, the DCF Credit shall be applied to the next invoice for the applicable Sony Digital Content for the Country. Where the final invoice has already been received and paid by Sony with respect to such Sony Digital Content in such Country in which a DCF Credit applies, Deploying Entity shall issue a payment to Sony equal to the amount of the DCF Credit due to Sony within sixty (60) days after payment of the final invoice has been made. Any DCF Credits payable to Sony pursuant to any provisions of this Agreement which remain unpaid on termination or expiration of a Schedule shall be paid by Deploying Entity within sixty (60) days after such termination or expiration.

(g) Right to Offset. Either Party may offset any payment owed by it under this Agreement by any amounts (i) awarded to such Party pursuant to Sections 17 and/or 19(j) or (ii) that such Party, in good faith, believes are owed to it and that are past due under any other agreement between the Parties. Deploying Entity also agrees that Sony may offset expenses incurred by Sony (and not otherwise reimbursed by Deploying Entity) in the delivery of Digital Content, or the delivery of Keys, in each case due to: (A) a breach of Deploying Entity’s obligation to comply with the DCI Spec pursuant to Section 4, or (B) actions of Deploying Entity or Deploying Entity’s Subcontractors, including, for the avoidance of

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doubt, any equipment, firmware or software change (i.e., replacement of servers which requires Sony to send new Keys).

7. TERM ADJUSTMENTS

(a) Subsidy-Related. To the extent that either Deploying Entity or an Exhibitor receives any Government Subsidies in the Country, the Schedule Term shall be shortened as described below (the “Subsidy-Related Adjustment”). For each KRW1,100,000 of Government Subsidies received per Covered System in the Country on average (calculated as set forth below), the applicable Schedule Term shall be shortened by one month. The Government Subsidies received per Covered System will be calculated as of the time the applicable Government Subsidy is made available by dividing the amount of such Government Subsidy by the aggregate number of Covered Systems Deployed in the Country on the date on which the Government Subsidy is received. To the extent the foregoing calculations result in a Subsidy-Related Adjustment that is not an exact number of months, the Subsidy-Related Adjustment will be rounded to the nearest day, with the fractional month based on a 30-day month (e.g., if the calculation comes to KRW1,650,000 per Covered System in the Country, the Subsidy-Related Adjustment will shorten the applicable Schedule Term by 1 month and 15 days). For the avoidance of doubt, (i) in the event of the receipt of multiple Government Subsidies, the Subsidy-Related Adjustment will be recalculated each time; (ii) to the extent Deploying Entity or an Exhibitor, as the case may be, could have received a Government Subsidy but fails to act in good faith towards Sony or use reasonable discretion when considering whether to apply for a Government Subsidy, such Government Subsidy shall be deemed to have been received by such entity; and (iii) to the extent a Government Subsidy is received, or deemed received, by a portion, but not all, of the Exhibitors in the Country, the Subsidy-Related Adjustment calculations will be made on an Exhibitor-by-Exhibitor basis (using only Government Subsidies received, or deemed received, by the particular Exhibitor and allocating such Government Subsidies only to such Exhibitor’s Roll Out Costs.

8. MAXIMUM DCF AMOUNT

(a) No DCFs Where Maximum DCF Amount is met for Applicable Exhibitor. No DCFs shall be payable for any Bookings in the Country that commence at any time after the Maximum DCF Amount for the Country has been met.

(b) Calculation of Maximum DCF Amount. For purposes hereof, “Maximum DCF Amount” means the point in time when the aggregate amount of DCFs (or similar fees) paid or payable from all distributors and other content providers (including Sony) has reached an amount equal to KRW66,000,000 per Covered System Deployed in the Country during the Roll Out Period (ignoring any Covered Systems that do not attract DCFs hereunder, removing any Covered Systems that, after the Roll Out Period, are sold or disposed of and not replaced, and any other DCF proration and/or reductions hereunder or elsewhere). For the avoidance of doubt, in no event shall more than one Covered System for any particular Screen be included in the calculation of the Maximum DCF Amount. By way of example only, assuming that Deploying Entity has Deployed 100 Covered Systems in the Country by the end of the Roll Out Period, the Maximum DCF Amount will be reached when the aggregate DCFs and other similar fees paid by all distributors and other content providers equals KRW6,600,000,000.

9. INVOICING, RECORD KEEPING, REPORTS AND AUDITS.

(a) The Schedule shall specify (i) the name and address of the Sony Local Party that will receive the services and invoices thereunder (which will include successors thereto) from the Deploying

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Entity Local Party, (ii) the relevant currency for such invoice, and (iii) the name and address of the Deploying Entity Local Party which will provide services and submit invoices to the Sony Local Party.

(b) The Sony Local Party, pursuant to Section 9(e), will provide to Deploying Entity Local Party a Booking report in accordance with Exhibit B (Reports). The Deploying Entity Local Party will issue one invoice to the Sony Local Party per month, which contains, for each item of Sony Digital Content, information provided for in Exhibit C (Invoice Requirements), together with any other information or detail that may be reasonably requested by Sony. Each invoice will be accompanied by any reports which contain information which is the basis for the invoice, as independently confirmed by detailed log information related to the applicable Sony Digital Content, which reports (excluding actual logs) will be provided in electronic and paper format. Deploying Entity Local Party will make log data for Sony Digital Content available only to Sony via reports issued to Sony on a weekly basis. Sony reserves the right to reasonably demand and receive reasonable explanation and further reasonable supporting documentation in respect of any invoice.

(c) Sony shall pay all undisputed amounts validly invoiced within sixty (60) days after the date Sony receives the invoices. Any invoice that does not comply with the requirements of this Section 9 will be deemed not valid. Sony may withhold amounts disputed in good faith, provided that Sony pays to Deploying Entity all amounts not disputed, and includes with such payment, written notice of such disputed amounts, with an explanation. If it is determined that all or a portion of the disputed amounts withheld should have been paid, Sony will pay such agreed-upon amounts within sixty (60) days after such determination has been agreed upon in writing. Notwithstanding anything herein to the contrary, the Parties agree that payment of an invoice by Sony shall not be deemed a waiver of Sony’s right to dispute any amounts wrongly included in such invoice.

(d) Deploying Entity will provide, in a timely manner, reports set out in this Agreement (including the reports identified in Exhibit B) and/or reasonably requested by Sony to enable Sony to monitor the progress of the Deployment and Sony’s payment obligations hereunder, and to verify Deploying Entity’s compliance with the terms of this Agreement. Sony may withhold fifteen percent (15%) of the amount due pursuant to an invoice if any report(s) identified in Exhibit B due from Deploying Entity for the month to which such invoice applies has not been received by Sony within thirty (30) days after the end of such month. When such report(s) identified in Exhibit B are provided, Sony will pay the amount withheld within thirty (30) days after the date Sony receives the reports. All reports will be in a form approved by Sony, such approval not to be unreasonably withheld.

(e) For each item of Sony Digital Content (e.g., motion picture, alternative content, trailer, etc.) that is exhibited by a Covered System, the Covered System generates untampered digitally signed secure log files (“Log Files”). Deploying Entity will (other than to the extent Sony makes the election described below), in accordance with Section 1(e) of Exhibit D (or pursuant to an Exhibitor consent provided directly to, or for the benefit of, Sony), review the Log Files and segregate data related to Sony Digital Content from the data of other distributor content exhibited on the applicable Covered Systems (without Sony accessing data of other distributor content) and provide such data to Sony (it being understood that the applicable Exhibitor may provide such segregated Log File data to Sony directly, but Deploying Entity shall be responsible for such Exhibitor’s performance and will ensure that Sony properly receives such segregated Log File data). The report containing such segregated Sony data shall be provided to Sony no less frequently than weekly (such that on each Monday, Sony has access to information regarding the prior week) and shall be in a form substantially similar to Exhibit E. Additionally, such report shall include (i) information showing the number of exhibitions of such Sony Digital Content (including Complex, Screen number, date, time, etc. for each exhibition); (ii) in the case of trailers recorded in the logs, the motion picture in connection with which it is exhibited (it being understood that the information required by this subclause (ii) may be provided in summary form that is

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aggregated by target motion picture across the applicable Exhibitor’s circuit (i.e., for Exhibitor A, the Sony trailer played with X motion picture during Y percentage of such motion picture’s showtimes)); and (iii) any security exception information. In lieu of having Deploying Entity segregate the Log File data, Sony may elect to have an independent third party identified by Sony (subject to Deploying Entity’s approval, which approval shall not be unreasonably withheld) extract the Sony-specific data from the Log Files, Deploying Entity shall provide the complete Log Files directly to such independent third party. Deploying Entity shall authorize such third party to segregate Sony Digital Content data from the data of other distributors and provide such Sony Digital Content data to Sony. Deploying Entity shall treat Sony in a manner that is at least as favorable to Sony as Deploying Entity’s treatment of any other party with respect to the provision of similar information. In addition, Deploying Entity agrees to store Log Files for four (4) years from the release date of such Sony Digital Content.

(f) Each Party will maintain reasonable documentation and records in connection with the performance of its obligations under this Agreement, which will include, at a minimum, such records as are necessary to verify such Party’s compliance with its obligations under this Agreement. Each Party will, for at least four (4) years from the date of invoice, keep records of all information on which invoices to Sony or other information relevant to this Agreement are based (including Booking reports in the case of Sony, server log files, in a manner which ensures untampered logs, and records of all Deployments, revenue and other items necessary for the Maximum DCF Amount calculations set forth in Section 8, and Deployments (in the case of Deploying Entity). Each Party, at its sole expense, will have the right to audit, or appoint an internationally recognized independent third party auditor to audit (as set forth in the proviso to this sentence in the case where such audit requires access to Deployment Agreements entered into by Deploying Entity with other distributors or Content providers), during normal business hours and upon fifteen (15) business days advance written notice, but not more than once in each calendar year (except that follow up audits will be permitted to resolve any problems uncovered by an audit), such records of the other Party (including, without limitation, Deploying Entity’s Deployment Agreements with other Content providers and distributors, subject to the limitations described herein) as are necessary to verify the other Party’s compliance with its obligations under this Agreement, provided that for purposes of verifying Deploying Entity’s compliance with Section 15, pursuant to Section 12(a)(i), Sony shall appoint an independent third party auditor to review other Deployment Agreements entered into by Deploying Entity and Sony shall not have direct access to other Deployment Agreements (and similarly, no other distributors or other Content providers shall have direct access to this Agreement). To the extent an audit reveals that Deploying Entity has overcharged Sony, Deploying Entity shall refund to Sony any such overcharge within thirty (30) days. To the extent an audit reveals that Deploying Entity has undercharged Sony, Deploying Entity shall invoice Sony for such amount, in accordance with the payment provisions of this Agreement, and Sony shall pay such amount. Each Party will bear its cost and expense in connection with an audit, provided that: (i) where Sony is the auditing Party and the audit reveals a material non-compliance by Deploying Entity, or an overcharge which equals or exceeds 5% of the applicable charges and which is not caused by inaccurate information provided by Sony (or by any of Sony’s agents in the course of acting on Sony’s behalf), Deploying Entity will reimburse Sony for its cost and expense of the audit; (ii) where Sony is the auditing Party and the audit reveals a material undercharge, Sony may deduct the cost and expense of the audit from the undercharge, and (iii) where Deploying Entity is the auditing Party and the audit reveals a material non-compliance by Sony, or an undercharge which equals or exceeds 5% of the applicable charges and which is caused by inaccurate information provided by Sony, Sony will reimburse Deploying Entity for its cost and expense of conducting an audit. Notwithstanding anything herein to the contrary, unless an invoice is disputed within twenty four (24) months after its payment due date, or unless a Party initiates an audit with respect to an invoice within twenty four (24) months after its payment due date, all invoices for DCFs will be deemed final twenty four (24) months after its payment due date. Notwithstanding the foregoing sentence, (x) an invoice may be disputed or an audit may be initiated at any time if the basis for one Party’s dispute or audit is alleged fraud by the other Party, and (y) an audit based on compliance with

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obligations under this Agreement other than invoices is not subject to the twenty four (24) month restriction. For the avoidance of doubt, (A) in no event will Sony be given access to identifiable data regarding other distributors (instead, Sony will receive redacted, aggregated and/or summarized data, in each case such that the identities of the other distributors are not ascertainable) and (B) Deploying Entity’s failure to comply with Sony’s right to audit in accordance with the terms of this Section 9(f) (through non-disclosure or otherwise) shall constitute a material breach of this Agreement (and, in the event of such a breach, without limiting the generality of anything contained herein or limiting any other remedies available to Sony, all of Sony’s DCF payment obligations hereunder shall cease through such time as Deploying Entity has cured any breaches related to Sony’s right to audit and is in full compliance its audit-related obligations.

10. NON-EXCLUSIVITY/NON-INTERFERENCE. The program contemplated by this Agreement is non-exclusive and each Party is free at all times to make agreements with others concerning digital cinema exhibition and/or deployment.

11. TERMINATION RIGHTS.

(a) Termination for Quality Failures.

(i) If, at the end of any calendar quarter, the percentage of Covered Systems under the Schedule which have experienced a Quality Failure during such quarter (as a percentage of the total number of Covered Systems under such Schedule as of the first day of such calendar quarter) exceeds the applicable of the following percentages, an “Endemic Quality Failure” shall be deemed to have occurred: (I) for the two calendar quarters beginning on the first day of the first calendar quarter following the first Deployment of a Covered System hereunder in the Country, fifteen percent (15%); and (II) for all other calendar quarters, ten percent (10%) (it being understood that the aforementioned Quality Failures need not be concurrent). If (A) an Endemic Quality Failure occurs in any calendar quarter, and (B) during the immediately following calendar quarter, any of the following occurs: (1) the Endemic Quality Failure has not been cured to Sony’s reasonable satisfaction; (2) a second unrelated Endemic Quality Failure occurs with respect to Covered Systems; or (3) fifteen percent (15%) or more of the Projection Systems experience a similar Quality Failure, then (C) Sony will have the right to terminate the Schedule immediately upon written notice to Deploying Entity.

(ii) If any Endemic Quality Failure occurs as a result of the malfunction of any particular manufacturer’s component or components incorporated into the Covered Systems, Deploying Entity shall have a period of no more than ninety (90) days following the date on which it becomes aware of such Endemic Quality Failure to replace such manufacturer’s components of the type that malfunctioned (e.g., all projectors if a projector is the malfunctioning component, all servers if the server is the malfunctioning component, etc.), in all Covered Systems with acceptable components of another manufacturer. During such ninety (90) day period, Sony’s termination rights under Section 11(a) shall be suspended. If such Endemic Quality Failure is not cured during the ninety (90) day cure period, Sony may terminate the Schedule upon written notice.

(iii) If (i) three (3) Quality Failures occur during any rolling 12-month period with respect to a particular Projection System (excluding Quality Failures that occur during the first six (6) months after Deployment of a Projection System) or (ii) a Quality Failure occurs with respect to a particular Projection System which is not repaired within seven (7) days, Sony may elect to pro-rate DCF payments for Bookings at the Complex containing the impacted Projection System (which pro-ration will be based on the number of Projection Systems out of the total Projection Systems at the Complex that are not impacted Projection Systems) until such time that the Projection System has been repaired and any parts that caused the Quality Failure three (3) or more times in a twelve (12) month period have been

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replaced (it being understood that the operation of this subsection shall not extend the payment period hereunder).

(iv) For purposes of determining whether an Endemic Quality Failure has been cured in accordance with Section 11(a)(i), and not for purposes of determining whether an Endemic Quality Failure has occurred or determining whether Sony is entitled to DCF Credits, a Quality Failure shall be deemed to include any “combination” of missed exhibitions of any Digital Content (e.g., the determination of whether an Endemic Quality Failure has been cured shall take into consideration missed exhibitions of Digital Content from other distributors).

(b) Termination of Agreement by Sony. In addition to any other remedy, upon written notice to Deploying Entity, Sony shall have the right to terminate:

(i) this Agreement, if (A) Deploying Entity becomes unable to pay its debts as they fall due, (B) a petition being presented or a meeting being convened for the purpose of considering a resolution for the making of an administration order, the winding-up, bankruptcy or dissolution of Deploying Entity, (C) Deploying Entity becoming insolvent, (D) a petition under any bankruptcy or analogous act being filed by or against Deploying Entity (which petition, if filed against Deploying Entity, shall not have been dismissed by the relevant authority within thirty (30) days thereafter), (E) Deploying Entity executing an assignment for the benefit of creditors, (F) a receiver being appointed for the assets of Deploying Entity, (G) Deploying Entity taking advantage of any applicable bankruptcy, insolvency or reorganization (other than a solvent reorganization) or any other like statute or (H)  the occurrence of any event analogous to the foregoing;

(ii) this Agreement, or any individual Schedule(s), if Deploying Entity materially breaches any term or provision of this Agreement and fails to cure such breach within forty-five (45) days after being notified of such breach, save that if Sony terminates an individual Schedule, such termination shall apply to the relevant Schedule in which the non-cured breach occurred. Notwithstanding the foregoing, such forty-five (45) day cure period shall not apply where the breach is not capable of cure;

(iii) this Agreement, if (A) Deploying Entity assigns this Agreement except as permitted under Section 19(b); or (B) a Change of Control of Deploying Entity occurs and, as a result of such Change of Control, (1) a Major Studio has the right to terminate its Deployment Agreement with Deploying Entity, (2) Deploying Entity is under the Control of, or is an Affiliate of, a Major Studio or a direct competitor of Sony Pictures Entertainment Inc. or one of Sony Pictures Entertainment Inc.’s material operating groups, or (3) there is a material adverse effect on Deploying Entity’s ability to perform its obligations under this Agreement;

(iv) this Agreement, or any individual Schedule(s), if a Security Failure exists which is caused by a breach of Deploying Entity’s obligations hereunder and such Security Failure, that is capable of cure, is not cured within thirty (30) days after Deploying Entity receives notice of such breach;

(v) the Schedule, if by the CP Deadline, Deploying Entity has not entered into legally binding agreements with an Exhibitor or Exhibitors with a commitment to deploy by the end of the Roll Out Period, Projection Systems on a number of Screens equal to or greater than the Minimum Deployment Target; or

(vi) the Schedule, if by the end of the Roll Out Period, Deploying Entity has failed to Deploy Projection Systems on a number of Screens equal to or greater than the Minimum Deployment Target.

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In the event that Sony exercises a right hereunder to terminate this Agreement or any Schedule, then, without prejudice to any of Sony’s other rights and remedies hereunder, Sony will have no further DCF obligations (or other similar payment obligations) whether or not under this Agreement or the applicable Schedule, save that where Sony has terminated a Schedule, such absence of DCF obligations shall only apply to the relevant Schedule.

(c) Termination of Agreement by Deploying Entity. Deploying Entity may terminate this Agreement if Sony fails to pay material undisputed amounts, provided all of the following conditions are met:

(i) Sony fails to pay such amounts within forty-five (45) days after receipt of a notice sent by all methods (i), (ii) and (iii) set forth in Section 19(e) which identifies the unpaid amounts and states that Deploying Entity will terminate this Agreement if such amounts are not paid within forty-five (45) days after Sony’s receipt of such notice and Sony fails to pay such amounts within such time period; and

(ii) Deploying Entity provides a second notice sent by all methods (i), (ii) and (iii) set forth in Section 19(e) after the expiration of the forty-five (45) day period in subsection (i) above, which second notice identifies the unpaid amounts and states that Deploying Entity will terminate this Agreement if such amounts are not paid within fifteen (15) days after Sony’s receipt of such second notice, provided that, at least ten (10) days prior to providing such second notice, Deploying Entity also attempts to contact by telephone the persons identified in Section 19(e) and orally inform them of the unpaid amounts and of Deploying Entity’s intent to terminate this Agreement, provided that if such persons do not answer, Deploying Entity will be deemed to have satisfied such obligation by leaving reasonably detailed messages for such persons.

For the avoidance of doubt, amounts subject to offset under Section 6(g)(ii), may, at Sony’s election, be treated as disputed amounts hereunder.

(d) Cumulative Remedies. Unless expressly otherwise provided for herein, all rights, powers and remedies afforded to a Party hereunder, by law, in equity or otherwise shall be cumulative (and not alternative) and shall not preclude assertion or seeking by a Party of any other rights or remedies.

12. CONFIDENTIAL INFORMATION; TRADEMARKS.

(a) Confidential Information.

(i) Neither Party shall, without the express written consent of the other, publicly divulge or announce, or in any manner disclose to any third party any of the specific terms and conditions of this Agreement except: (A) to the extent legally required, or absolutely required by stock exchange rules of a stock exchange on which such Party’s shares are listed and publicly traded, in which event the Party making such disclosure shall so notify the other in advance of such disclosure and shall use all legally available means to minimize the disclosure to third parties, including, without limitation, by seeking confidential treatment of, or seeking a protective order covering, such information, by redacting, to the fullest extent legally permissible, the information included in any disclosure and by providing any information which is not afforded confidential treatment, covered by a protective order or redacted only in general summary form, (B) to its attorneys, advisors, directors, employees, agents, accountants, or auditors (“Representatives”) (and, in the case of Sony being the receiving Party, to its Affiliates (including but not limited to Sony Pictures Entertainment Inc., Sony Pictures Releasing Corporation, Sony Pictures Releasing International and Sony Corporation of America)), who have a need to know in order to effectuate the purpose of this Agreement, (C) to enforce its rights hereunder in a legal

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proceeding; provided that, (x) with respect to clause (B), such Representatives (including auditors engaged by either Party pursuant to Section 9(f) are advised of the confidential and proprietary nature of such information and are bound by written confidentiality obligations (which obligations shall be in customary form) prohibiting the further use and disclosure of such information (including, without limitation, strict limitations on such auditor’s disclosure of information that identifies the studio or content distributor to which such information pertains), and, (y) in the case of an auditor engaged by any Content distributor (including Sony) to conduct a more favorable terms audit, Deploying Entity will disclose to such auditor the applicable Deployment Agreements (including this Agreement) to enable such auditor to conduct such audit, and such auditor agrees not to share Deployments Agreements with any Content distributor, including the distributor by whom it was engaged, except to the extent necessary to submit its report, and in such case, only in a redacted form (e.g., without revealing that such information is from Deploying Entity’s agreement with Sony) and in a summary with aggregated and anonymous information, and (D) to exhibitors solely in a summary format with aggregated and anonymous information based on terms agreed to with multiple Content distributors, for the purpose of negotiation and for the purpose of the Deployment agreement with such Exhibitor, except for the terms set forth in Exhibit D which may be disclosed to Exhibitor.

(ii) Notwithstanding anything herein to the contrary, Deploying Entity acknowledges and agrees that Booking information of Sony, including total Screens Booked, which Screens are Booked, and any other such information, is highly sensitive information and a trade secret of Sony, and as such, notwithstanding anything to the contrary in this Agreement, including this Section 12, Deploying Entity shall not provide such information to any third party without Sony’s prior written consent, and shall limit access to such information to the minimum employees necessary, and shall inform such employees that such information that it is highly sensitive and should not be disclosed under any circumstances, and shall otherwise treat such information as a trade secret.

(b) Trademarks. By the operation of this Agreement, neither Party acquires any right to use, and shall not use, the name “Sony” or [“[Note: DCK or SDC]”] (as applicable) or any trademarks, trade names or intellectual property of the other Party or its Affiliates in advertising, publicity or promotion, to express or to imply endorsement of products or services, or in any other manner whatsoever without the prior written approval of the other Party.

(c) Public Statements. Neither Party may make any public statement or announcement regarding this Agreement or the content hereof, without the prior written approval of the other Party.

13. SECURITY.

(a) Deploying Entity will use its best efforts to safeguard all Sony Digital Content from damage or loss due to any cause, including conversion, misuse, destruction, loss, theft, loan, gift, misdelivery, unauthorized decryption, unauthorized copying, unauthorized distribution or other misappropriation, including by implementing and maintaining security procedures that include procedures and resources (including software) to both detect and prevent unauthorized use or access and which will otherwise be equivalent in all respects to the highest standards prevailing in the industry and Deploying Entity agrees that the same will continue to be true during the Term. Deploying Entity will provide Sony with descriptive and verifying documentation of its security procedures and will immediately notify Sony in writing if there is a breach or threatened or attempted breach of security or security protections or procedures. Deploying Entity grants Sony the right to periodically inspect Deploying Entity’s security procedures and the implementation thereof, and agrees to cooperate with Sony to the fullest extent possible in such periodic inspections and any resultant recommendations.

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(b) If any events or circumstances arise which result in, or are reasonably likely to result in, any Sony Digital Content, or any Digital Content provided by any other distributor, becoming subject to unauthorized decryption, copying, distribution, access, use or distribution (any such event, a “Security Failure”), Sony shall inform the Deploying Entity and Deploying Entity shall have the period set forth in Section 11(b)(iv) to cure the Security Failure; provided that Sony shall have the right to immediately take such steps as Sony reasonably believes are necessary to protect Sony’s intellectual property during any period in which such Security Failure continues, including the right to manage and verify the deletion by Deploying Entity of Sony Digital Content files from all projectors, local servers or central servers or other media in the relevant Complex(es) (including all Complexes that are reasonably likely to be affected by such Security Failure) and require the return by Deploying Entity of all hard drives containing Sony Digital Content from such Complex(es); provided that in all cases (i) Sony may not take any action that would interfere with the ability of other distributors to display content on the Covered Systems and (ii) in the event that Sony elects to continue to deliver Sony Digital Content to a Complex for exhibition using the Digital Systems which are the subject of a Security Failure, Sony shall be obliged to pay DCFs in respect of such Sony Digital Content in accordance with the terms of this Agreement. In the event of a Security Failure, Deploying Entity will cooperate with Sony to take all such steps reasonably requested by Sony, including upgrades of Covered Systems, and Deploying Entity shall be responsible for all costs of compliance with this Section 13 and will reimburse Sony for Sony’s reasonable costs in exercising its rights under this Section. Deploying Entity will promptly notify in writing Sony of any Security Failure of which it becomes aware. For the avoidance of doubt, a copy of Content made by a camcorder or similar recording device in a theater shall not, in and of itself, comprise a Security Failure or lead to liability for Deploying Entity under this Section 13.

14. INSURANCE. Deploying Entity will maintain at all times during the Term of this Agreement: (a) commercial general liability insurance including contractual and products/completed operations, with minimum limits of KRW 15 billion on a per occurrence basis; (b) errors and omissions liability to include software copyright infringement insurance on a claims made basis with minimum limits of KRW 15 billion per claim; and (c) network security liability insurance with minimum limits of KRW 15 billion on a per occurrence basis to cover unauthorized access, unauthorized use and virus transmission from third parties and including Deploying Entity’s employees. All such insurance required in this Section 14 must be evidenced on standard industry forms and may not be reduced, canceled or not renewed unless thirty (30) days unrestricted prior written notice is furnished to Sony. All insurance must be primary and non-contributory with regard to any other available insurance to Sony. All insurance must be written by companies with a A.M. BEST Guide rating of A:VII or better or an equivalent rating under a nationally recognized insurance rating agency in the Country. Deploying Entity must furnish certificates of insurance to Sony before commencing performance under this Agreement, and the above liability policies shall name or reference each of Sony, Sony Pictures Releasing Corporation, Sony Pictures Releasing International Corporation and each Sony Distribution Entity named on a Schedule as a principal who is entitled to indemnity under such policy and shall include a severability of interest clause.

15. CERTAIN REPRESENTATIONS.

(a) Representations as of Execution Date. Deploying Entity (A) represents and warrants that as of the Execution Date, it has not directly or indirectly, or conditionally or unconditionally, granted or otherwise provided to any distributor or other Content provider terms in the nature of the Protected Terms. For purposes hereof, the “Protected Terms” are:

(i) a lower fee (including no fee, a waived fee, etc.) for a Booking (or other similar concept) of an item of Digital Content or a lower Maximum DCF Amount, in each case, than the applicable rates set forth in this Agreement for an equivalent booking of Sony Digital Content, in all cases irrespective of: (A) which week the booking is made in for bookings after the first theatrical distribution

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week (referred to as the first Release Week herein),; (B) which year the booking is made in (e.g., this provision will be deemed to have been breached if the DCF for Sony during the fifth year for a 4-week Booking in the first Release Week is [Note: KRW800,000 or KRW570,000], while the corresponding fee charged to another entity for an analogous booking is [Note: KRW750,000 or KRW500,000]); (C) whether or not the booking receives all, or a requisite portion of the, exhibitions on the applicable screen during the applicable booking period (e.g., this provision will be deemed to have been breached if another distributor or Content provider does not have to pay a fee, pays a reduced or discounted fee, or receives a rebate on its fee, if its Content receives fewer than a specified number of exhibitions per day or requires a clean run for any period of time, in each case, that is more favorable than the protections provided to Sony hereunder); (and (D) the number of bookings for which a distributor or Content provider is charged on a Complex-by-Complex basis (e.g., this provision will be deemed to have been breached if a distributor or other Content provider books three (3) Screens in a Complex but is only charged two (2) fees for such bookings);

(ii) a shorter period over which fees are payable for the exhibition of Content using Covered Systems (e.g., a period shorter than the [Note: five (5) OR six (6) years]);

(iii) more favorable deployment requirements than those set forth in Section 3 of this Agreement and/or more favorable remedies for failure to meet deployment requirements than is set forth under Section 3 (Deployment);

(iv) a lower total amount of Projection Systems that are subject to a DCF or other similar fee or charge for the exhibition of Digital Content (e.g., Projection Systems excluded under another Deployment Agreement or that are not otherwise subject to a fee shall not be subject to a DCF under this Agreement);

(v) a roll out period with respect to any Covered Systems that ends earlier than the Roll Out Period in this Agreement;

(vi) more favorable treatment with respect to New Complexes or New Screens (or similar concepts) (including as to what constitutes a New Complex or New Screen (or similar concept)), including, without limitation, in regards to the rights contemplated by subsections (i) through (iv) above, than the treatment of New Complexes and/or New Screens is to Sony hereunder;

(vii) more favorable treatment with respect to Acquired Systems (or similar concepts) (including as to what constitutes an Acquired System (or similar concept)) and/or Previously Deployed Systems (or similar concepts) (including as to what constitutes a Previously Deployed System (or similar concept)), including, without limitation, in regards to the rights contemplated by subsections (i) through (v) above, than the treatment of Acquired Systems and/or Previously Deployed Systems, as applicable, is to Sony hereunder (e.g., caps on such systems, waived DCFs or other similar fees for such systems, etc.);

(viii) more favorable treatment with respect to deployment limitations, including, treatment of systems in excess of the applicable Maximum Roll Out (or similar concept) and systems Deployed after the end of the Roll Out Period (or similar concept);

(ix) more favorable treatment with respect to available fee options, when available fee options must be elected and/or when such fee option elections may be changed;

(x) more favorable treatment with respect to VAT and/or Taxes, when taken together with all Tax-specific provisions, than the treatment provided to Sony hereunder; or

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(xi) more favorable treatment (e.g., discounts, rebates, shortened payment periods, etc.) based on Content volume, total bookings, market share or other similar measures, in each case, whether measured over any individual time period or in the aggregate, whether applied to both 2D and 3D Content together or to only one or the other type of content and whether direct, indirect, unconditioned or conditioned.

(b) Terminology; General. For the avoidance of doubt, if the terminology used in this Agreement (e.g., Theatrical Distribution Week, Roll Out Period, DCF, etc.) does not directly correspond to terminology used in other agreements between Deploying Entity and any other entity, such differences may not be used to argue that the terms provided to the other entity do not violate this Section 15 if in fact the substantive meaning is the same or substantially similar. Additionally, any reference to fees, whether DCFs or otherwise, shall be net of any discounts, rebates, adjustments, offsets, credits or other such fee reductions, irrespective of when issued. In addition, comparative terminology, including references to “more favorable treatment” or to “a lower fee,” etc., shall be deemed to mean more favorable treatment of, or lower amounts payable by, such other Content provider or distributor granted by Deploying Entity to such other Content provider or distributor than the corresponding or analogous treatment of, or amounts payable by, Sony hereunder. Deploying Entity represents and warrants that it has not, directly or indirectly, taken any action that would have the effect of circumventing or frustrating the purpose or intent of this Section 15, including, in the case of Section 15(a)(i), allowing another distributor or Content provider to make multiple bookings of an item of Digital Content which, in the aggregate, would otherwise amount to a standard booking for which the fees paid are less than the applicable DCF hereunder. Deploying Entity shall not, directly or indirectly, take any action that would have the effect of circumventing or frustrating the purpose or intent of this Section 15.

16. ADDITIONAL REPRESENTATIONS; WARRANTIES; COVENANTS.

(a) Each Party represents and warrants to the other Party that it has the full right, power and authority to enter into and perform this Agreement and that, when fully executed, this Agreement will constitute a valid, binding and enforceable obligation of such Party.

(b) Each Party covenants that it will comply with all laws, rules, regulations and other legal requirements (“Laws”) applicable to it in the performance of this Agreement.

(c) Deploying Entity represents, warrants and covenants that the software that is embedded or otherwise utilized within the Digital Systems will not disrupt, damage or adversely interfere with Sony’s or its Affiliates’ use of any Digital Systems or Sony Digital Content.

(d) Deploying Entity represents, warrants and covenants that it will charge all distributors and Content providers (and their Affiliates) a fee (e.g., digital conversion fee, virtual print fee, etc.) for the exhibition of Digital Content on Covered Systems, except in the circumstances where Sony would not pay a DCF (i.e., for the excluded exhibitions set forth in Section 6(b) and where no DCF is payable pursuant to the applicable Schedule).

(e) Deploying Entity represents, warrants and covenants that it has: (A) entered into a long term Deployment Agreement with respect to the Country with at least four (4) Major US Studios (other than Sony) and with CJ Entertainemnt and Lotte Entertainment, and each such Deployment Agreement (1) calls for the current and ongoing payment of DCFs (or other similar fees) that are not subject to any unsatisfied conditions precedent (or other similar items), and (2) has a term of a length at least substantially similar to the Term; (B) entered into digital deployment agreements with one or more Exhibitors that call for the Deployment of an aggregate number of Covered Systems in the Country that equals or exceeds the applicable Minimum Deployment Target; and (C) notified Sony of the details of the

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Deploying Entity Local Party located in theCountry (which Deploying Entity Local Party shall be formed under the laws of, and conduct operations in, the Country).

17. INDEMNIFICATION.

(a) Indemnification Obligation. Each Party (the “Indemnifying Party”) will, at its sole expense, defend, indemnify and hold harmless the other Party and its Affiliates, and the officers, directors, agents, employees and assigns of each (collectively, the “Indemnified Parties”), from and against any and all claims, demands, actions, suits, proceedings, damages, judgments, losses, fees and expenses of any nature whatsoever (including reasonable attorneys’ fees, actions and expenses expended by the Indemnified Party in actions for claims under this Agreement or in pursuing any rights granted under this Agreement against the Indemnifying Party) (collectively, “Losses”) to the extent caused by (an “Indemnifiable Claim”):

(i) any wrongful or negligent act, error or omission of the Indemnifying Party, its officers, directors, agents, contractors, or employees;

(ii) any breach of the Indemnifying Party’s obligations, representations or warranties as set forth in this Agreement;

(iii) in the case of Sony as the Indemnifying Party, any Booked Sony Digital Content shown on Digital Systems infringing any patent, trademark, copyright or other intellectual property rights of any third party;

(iv) in the case of Deploying Entity as the Indemnifying Party: (A) personal injury, death or property damage caused by Deploying Entity or any of its employees or contractors, or any claim brought by any such employee or contractor for personal injuries incurred in connection with performing Deploying Entity’s obligations under this Agreement; (B) the infringement of any patent, trademark, copyright or other intellectual property rights of any third party by the Digital Systems or any aspect thereof or by any Content exhibited on a Digital System other than Sony Digital Content; (C) any product liability claim involving the Digital Systems or any component thereof; and (D) any claim with respect to a failure of any Digital System or in connection with the installation, maintenance or support of the Digital Systems.

(b) Notice of Indemnifiable Claim. The Indemnified Party shall provide Indemnifying Party with prompt notice of any Indemnifiable Claim, provided that a delay in notifying the Indemnifying Party shall not relieve the Indemnifying Party of its obligations under this Agreement except to the extent that (and only to the extent that) the Indemnifying Party is materially prejudiced by the Indemnified Party’s failure to give such notice. 

(c) Procedure. In any case in which indemnification is sought hereunder:

(i) At the Indemnifying Party’s option, the Indemnifying Party may assume the handling, settlement or defense of any Indemnifiable Claim. If the Indemnifying Party assumes the handling, settlement or defense of any such Indemnifiable Claim, the Indemnified Party shall reasonably cooperate, and, subject to Section 17(c)(ii), the Indemnifying Party’s obligation with respect to such Indemnifiable Claim shall be limited to holding the Indemnified Party harmless from (A) any final judgment rendered on account of such claim, litigation or settlement made or approved by the Indemnifying Party in connection therewith, and (B) expenses and reasonable attorneys’ fees of the Indemnified Party incurred in connection with the defense of such claim or litigation prior to the assumption thereof by the Indemnifying Party and any reasonable out-of-pocket expenses for performing

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such acts as the Indemnifying Party shall request. If the Indemnifying Party does not assume the handling, settlement or defense of any such claim or litigation, the Indemnifying Party shall, in addition to holding the Indemnified Party harmless from the amount of any damages awarded in any final judgment entered on account of such claim, reimburse the Indemnified Party for reasonable costs and expenses and reasonable attorneys’ fees of the Indemnified Party incurred in connection with the defense of any such claim or litigation.

(ii) The Indemnified Party shall fully cooperate with the reasonable requests of the Indemnifying Party in its participation in, and control of, any compromise, settlement, litigation or other resolution or disposition of any Indemnifiable Claim. No Indemnifying Party will settle, compromise or consent to the entry of a final judgment in which any relief is sought against a Indemnified Party without the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld.

(d) Insurance. The indemnities contained herein are not limited by the insurance requirements set forth in Section 14.

18. LIMITATIONS ON LIABILITY.

(a) IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER THIS AGREEMENT, WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, EQUITY, NEGLIGENCE, TORT OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) THE EXCLUSION OF DAMAGES IN SECTION 18(a) WILL NOT APPLY TO: (I) LOSSES COMPRISED OF THIRD PARTY CLAIMS IN CONNECTION WITH EACH PARTY’S INDEMNIFICATION OBLIGATIONS TO THE OTHER (INCLUDING REASONABLE ATTORNEYS FEES); (II) WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR FRAUD; (III) A BREACH BY EITHER PARTY OF SECTION 12 (CONFIDENTIAL INFORMATION; TRADEMARKS); (IV) THE UNAUTHORIZED USE OR DISTRIBUTION OF SONY DIGITAL CONTENT BY DEPLOYING ENTITY OR ANY SUBCONTRACTORS; OR (V) UNAUTHORIZED USE OR DISTRIBUTION OF, OR ACCESS TO, SONY DIGITAL CONTENT BY ANY OTHER THIRD PARTY TO THE EXTENT SUCH USE, DISTRIBUTION OR ACCESS AROSE IN CONNECTION WITH OR RESULTED FROM A BREACH BY DEPLOYING ENTITY OF THIS AGREEMENT.

(c) Subject to Section 19(j), each Party acknowledges that any breach or threatened breach of Section 12 or the unauthorized use or distribution of Sony Content in the case of Deploying Entity, or any breach or threatened breach of Section 12 in the case of either Party, may cause irreparable injury to the other Party, not readily measured in money, and for which the other Party, without waiving any other rights or remedies at law or in equity, shall be entitled to seek interlocutory and/or injunctive relief, including a temporary restraining order, preliminary injunction and/or other appropriate remedy in order to specifically enforce the terms of the aforementioned Sections.

(d) Unless expressly stated otherwise in this Agreement, all remedies provided for herein are in addition to any other remedies available to a Party, at law or at equity.

19. MISCELLANEOUS.

(a) Choice Of Law. This Agreement will be governed by and construed in accordance with the laws of the State of California (without giving effect to any conflict of laws principles under such jurisdiction’s laws).

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(b) Assignment.

(i) Deploying Entity may not sell, assign or otherwise transfer this Agreement, in whole or in part, by operation of law or otherwise, without obtaining the prior written consent of Sony. For the avoidance of doubt, a Change of Control of Deploying Entity shall, for purposes of this Agreement, be deemed an assignment by Deploying Entity. Any attempted sale, assignment or transfer of this Agreement by Deploying Entity without obtaining such prior written consent will be void.

(ii) Notwithstanding the foregoing, no sale, assignment or transfer permitted under this Agreement will relieve the assignor of its obligations hereunder (except where the assignor ceases to survive in the case of a merger).

(c) Force Majeure. Except as set forth below, each Party shall be excused from any breach of this Agreement to the extent caused by any cause beyond its control, including acts of God, the elements, the public enemy, strikes, walk-outs, or failure of the Internet, provided the affected Party (i) gives the other Party prompt notice of such cause, and (ii) uses Reasonable Efforts and due diligence to recover and resume performance. Notwithstanding the foregoing, no Party shall be excused for delays or failures to perform that are the result of, or attributable to, defective or malfunctioning equipment, improper installation, improper maintenance or operator error. For the avoidance of doubt, prior to a Party’s receipt of notice of such force majeure event affecting the other Party’s performance, such Party shall retain all of its rights and remedies hereunder (e.g., if a Booking of Sony Digital Content is subject to a Quality Failure due to a force majeure event, but Sony doesn’t receive notice of such event until after the Quality Failure has occurred, Sony will be entitled to its applicable DCF Credits).

(d) Relationship Between the Parties. The Parties expressly agree that the relationship between them is that of two principals dealing with each other as independent contractors. Accordingly, nothing contained in this Agreement nor activities undertaken by the Parties pursuant to this Agreement or the program contemplated by this Agreement will be deemed to create a joint venture, partnership, employment, fiduciary or agency relationship between Deploying Entity or any of its Affiliates and Sony or any of its Affiliates, and neither Party is granted authority to bind or contract on behalf of the other or any of its Affiliates and shall not hold itself out to any third party as having any such authority. Each Party shall be solely responsible for compensating its employees and contractors, and neither Party’s employees or contractors shall be entitled to participate in, or to receive any benefits from, any of the other Party’s or any of its Affiliates’ benefit or similar programs, specifically including coverage under worker’s compensation programs. Neither Sony nor its Affiliates have any obligation whatsoever to compensate Deploying Entity on account of any damages or injuries which Deploying Entity may sustain as a result, or in the course, of Deploying Entity’s performance under this Agreement.

(e) Notices. Notices must be in writing, will be effective when delivered to the specified address and must be sent via (i) certified mail, expedited delivery or by messenger service, with each of the foregoing providing for a written confirmation of delivery, (ii) via facsimile provided the transmission report shows a successful transmission, or (iii) via e-mail, which shall be effective upon receipt, provided the sending Party also concurrently provides notice pursuant to subsections (i) or (ii) above. Unless changed by notice, notice information for Sony and Deploying Entity are as follows:

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If to Sony:

c/o Digital Cinema OperationsSony Pictures Releasing10202 W. Washington Blvd.Culver City, CA 90232Attention: Executive Vice President, Worldwide Marketing & Distribution (currently, Scott Sherr, Jimmy Stewart Building)Telephone: +1 (310) 244-4727Facsimile: +1 (310) 244-1470Email: scott_sherr@spe.sony.com

With a mandatory concurrent copy to:

Sony Pictures EntertainmentOffice of General Counsel10202 W. Washington Blvd.Culver City, CA 90232Attention: Legal Department Digital Cinema Representative (currently, Eric Gaynor)Telephone: +1 (310) 244-8302Facsimile: +1 (310) 244-0510Email: no email delivery of this copy

If to Deploying Entity:

[INSERT NAME AND ADDRESS DETAILS HERE]Telephone: Facsimile: Email:

For the avoidance of doubt, communications comprised solely of invoices (which are not the subject of any dispute) shall be addressed in accordance with Section 9(a), with a copy to the Executive Vice President, Worldwide Marketing & Distribution (currently, Scott Sherr) referenced above.

(f) Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument.

(g) Severability. If any provision of this Agreement is adjudicated void, illegal, invalid or unenforceable, the remaining terms and conditions will not be affected, and each of the remaining terms and conditions of this Agreement will be valid and enforceable to the fullest extent permitted by law.

(h) Entire Agreement. This Agreement, including any exhibits, schedules and attachments, contains the entire understanding of the Parties relating to the subject matter contained in this Agreement and supersedes all prior discussions and writings between them. In the event of any inconsistency between the provisions of this Agreement and the provisions of any exhibit or attachment to this Agreement, the provisions contained in this Agreement will prevail. This Agreement may not be modified by language contained in any purchase order, invoice or other business form, and may only be amended by a written instrument signed by the duly authorized representatives of each of the Parties which expressly amends this Agreement. If Sony pays Deploying Entity pursuant to an invoice, purchase order or other business form submitted by Deploying Entity, the terms of this Agreement will prevail if the terms of this Agreement are inconsistent with the terms of the invoice.

(i) Survival. The following Sections of this Agreement shall survive the expiration or termination of this Agreement: Sections 1, 2, 3(d), 3(f), 3(g), 5, 6(d), 6(e), 6(f)(ii) (along with all provisions relating to any credits and/or discounts which have accrued prior to the date of expiration or

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termination, and any invoices related thereto, all of which shall also survive), 6(g), 9(e), 9(f), 12, 17, 18, 19, and any other provision of this Agreement which by its terms is intended to survive the expiration or termination of this Agreement. Nothing in this section will be deemed to limit either Party’s rights or claims which have accrued prior to expiration or termination.

(j) Dispute Resolution. All actions or proceedings arising in connection with, touching upon or relating to this Agreement, the breach thereof and/or the scope of the provisions of this Section 19(j) shall be submitted to the International Chamber of Commerce (the “ICC”) for final and binding arbitration under its Rules of Arbitration, to be held in Los Angeles County, California, before a single arbitrator who shall be a retired judge, in accordance with California Code of Civil Procedure §§ 1280 et seq. The arbitrator shall be selected by mutual agreement of the Parties or, if the Parties cannot agree, then by striking from a list of arbitrators supplied by the ICC. The arbitration shall be a confidential proceeding, closed to the general public. The arbitrator shall assess the cost of the arbitration against the losing Party. In addition, the prevailing party in any arbitration or legal proceeding relating to this Agreement shall be entitled to all reasonable expenses (including, without limitation, reasonable attorney’s fees). Notwithstanding the foregoing, the arbitrator may require that such fees be borne in such other manner as the arbitrator determines is required in order for this arbitration clause to be enforceable under applicable law. The arbitrator shall issue a written opinion stating the essential findings and conclusions upon which the arbitrator’s award is based. The arbitrator shall have the power to enter temporary restraining orders and preliminary and permanent injunctions. Neither Party shall be entitled or permitted to commence or maintain any action in a court of law with respect to any matter in dispute until such matter shall have been submitted to arbitration as herein provided and then only for the enforcement of the arbitrator’s award; provided, however, 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 in a court of competent jurisdiction in Los Angeles County, California or, if sought by Sony, such other court that may have jurisdiction over Deploying Entity, without thereby waiving its right to arbitration of the dispute or controversy under this section. Notwithstanding anything to the contrary herein, Deploying Entity hereby irrevocably waives any right or remedy to seek and/or obtain injunctive or other equitable relief or any order with respect to, and/or to enjoin or restrain or otherwise impair in any manner, the production, distribution, exhibition or other exploitation of any motion picture, production or project related to Sony, its parents, subsidiaries and affiliates, or the use, publication or dissemination of any advertising in connection with such motion picture, production or project.

(k) Waiver. No waiver of any terms or conditions of this Agreement will be valid or binding on a Party unless such Party makes the waiver in writing. The failure of one Party to enforce any of the provisions of this Agreement, or the failure to require at any time the performance of the other Party of any of the provisions of this Agreement, will in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of a Party to enforce each and every provision thereafter.

(l) Compliance with U.S. Foreign Corrupt Practices Act. It is the policy of Sony to comply, and require counterparties to agreements of this type to comply, with the U.S. Foreign Corrupt Practices Act, 15 U.S.C. Section 78dd-1 and 78dd-2, and all other applicable anti-corruption laws (collectively, “FCPA”).  Deploying Entity represents, warrants and covenants that:  (i) Deploying Entity is aware of the FCPA and will advise all persons and parties supervised by it of the requirements of the FCPA; (ii) Deploying Entity has not and will not, and to its knowledge, no one acting on its behalf has taken or will take, any action, directly or indirectly, in violation of the FCPA; (iii) Deploying Entity has not in the last 5 years been accused of taking any action in violation of the FCPA; (iv) Deploying Entity has not and will not cause any party to be in violation of the FCPA; (v) should Deploying Entity learn of, or have reason to know of, any request for payment that is inconsistent with the FCPA, Deploying Entity shall immediately notify Sony; and (vi) Deploying Entity is not a “foreign official” as defined under the

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U.S. Foreign Corrupt Practices Act, does not represent a foreign official, and will not share any fees or other benefits of this Agreement with a foreign official. Deploying Entity will indemnify, defend and hold harmless Sony and its Representatives for any and all liability arising from any violation of the FCPA caused or facilitated by Deploying Entity. In the event Sony deems that it has reasonable grounds to suspect that Deploying Entity has violated the FCPA, Sony and its Representatives shall have the right to review and audit, at Sony’s expense, any and all books and financial records of Deploying Entity at any time, and Sony shall be entitled partially or totally to suspend its performance hereunder until such time it is proven to Sony’s reasonable satisfaction that Deploying Entity has not violated the FCPA. In the event Sony determines, in its sole discretion (whether through an audit or otherwise), that Deploying Entity has violated the FCPA, either in connection with this Agreement or otherwise, Sony may terminate this Agreement immediately upon written notice to Deploying Entity. Such suspension or termination of this Agreement shall not subject Sony to any liability, whether in contract or tort or otherwise, to Deploying Entity or any third party, and Sony’s rights to indemnification or audit with respect to the FCPA shall survive such suspension or termination of this Agreement.

[signatures follow]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

SONY PICTURES RELEASING INTERNATIONAL CORPORATION

By:__________________________________Name:Title:

[INSERT LEGAL NAME]

By:___________________________________Name:Title:

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ATTACHMENT 1: SONY DEPLOYING ENTITY MASTER SCHEDULE

1. General.

(a) Key Terms.

Subject Agreement Section Reference

Requirement

General TermsCountry Section 1(a) Korea

Sony Distribution Entities Section 1(b) As of the Execution Date, Sony theatrically distributes Sony Content in the Country through Sony Pictures Releasing Buena Vista Films (Korea) Inc. (which entity shall also be the Sony Local Party for the Country), provided that should Sony decide in its unilateral discretion to theatrically distribute Sony Content in the Country through a different entity (third party or otherwise), Sony shall provide DCK with prior written notice identifying such Sony Distribution Entity (along with any changes to the Sony Local Party) and the address thereof.

Sony Pictures Releasing Buena Vista Films (Korea) Inc.8th Floor, Kyungam Bldg.157-27, Samsung 1-dong, Kangdam-Gu,Seoul, 135-526, Korea

Minimum Deployment Target 150

Maximum Roll Out Section 3.(a) 300

Additional Major Studios Section 1(b) CJ EntertainmentLotte Entertainment

InvoicingCurrency Section 9(a) KRW (Korean Won)

For purposes of issuing DCF invoices denominated in local currency, Deploying Entity will use the applicable exchange rate, as of the applicable Schedule Execution Date, between the local currency and the United States Dollar as reported by the Wall Street Journal.

Sony Local Party Section 9(a) See “Sony Distribution Entities” above (unless Sony specifies otherwise in writing, for each Country, the Sony Local Party shall be the same entity as the applicable Sony Distribution Entity).

Deploying Entity Local Party Section 9(a) See Attachments to this Master Schedule

For the avoidance of doubt, unless otherwise approved by Sony in advance and in writing, the Deploying Entity Local Party shall be formed in, and conduct operations, in the Country.

DCFs and Other FeesDCFs Section 6(a) See Attachments to this Master Schedule

2. DCFs.

(a) The Sony Local Party will pay to the Deploying Entity Local Party the applicable DCF on an exhibition per Booking basis (subject to Maximum DCF described in Schedule 2(b)) with respect to each authorized Booking made by the Sony Local Party or its Affiliate of an item of Digital Content at a Complex on a Screen which has a Covered System where the first exhibition of such Content at such Complex is Sony Digital Content on such Screen using a Covered System that was Deployed at such Screen at least ten (10) Business Days prior to the first exhibition of such Sony Digital Content.

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(b) Special Complexes / Continuation of Run. Each Attachment shall specify which, if any, combinations of locations shall be deemed individual Complexes.

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ATTACHMENT 2— Korea

Subject Agreement Section Reference

Requirement

Deploying Entity Local Party Section 9(a) To be completed upon satisfaction of the Condition Precedent, at which point the entity set forth in the certificate delivered pursuant to Section 2(c) of the Agreement as the Deploying Entity Local Party will be inserted into this portion of the Attachment.

Table 1: Exhibition Per Booking Rates

(a) DCFs will be paid with respect to Bookings on an exhibition per Booking basis with a maximum total payment (the “Maximum DCF per Booking”) as described below:

Week of Release DCF for each exhibition pursuant to the applicable Booking

Maximum DCF Payment Per Booking

Booking before or during the second Theatrical Distribution Week

KRW10,000 KRW800,000 OR KRW570,000

Booking during Third Theatrical Distribution Week or thereafter

KRW2,000 KRW160,000 OR KRW114,000

(b) Notwithstanding anything herein to the contrary, a DCF for a first Booking at a Complex will accrue only so long as (1) such digital content is exhibited at the relevant Complex for a continuous period of at least the first fourteen (14) consecutive days of the Booking, and (2) such Sony Digital Content receives all exhibitions on the applicable Booked screen(s) for at least the first fourteen (14) days of the Booking period (including with respect to moveovers during such 14-day period). 

Table 2: Special Complexes / Continuation of Run

City, State Locations that Count as Single Complex

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EXHIBIT A (LIST OF FIRST GENERATION COMPONENTS)

(1) Servers Dolby

o DSP100/DSS-100, system version 3.2.11.4o DSS-200, system version 4.1.0(b36)

Doremio DCP-2000, software version 0.5.2-26o DCP-2K4, software version 0.5.4-2

Doremi / AIXo TCC, software version 2.50.00.016o DCP-2000, software version 0.5.2-22_SP1

GDCo SA-2000/SA-2100/SA-2100A/SA-2100T,SA-2100AQ,SA-2100TQ, software version 7.6i_8

Kodako JMN-3000 CineServer, software version 7.2.1-006o Screen Management Server, software version 10.0-037

Qubeo XP-D, software version 2.3.1.12

Sonyo LMT-100, software version 1.37o LMT-200, software version 1.05o LSM-100, software version 1.30 when used with LMT 100 and software version 2.00 when used with

LMT 200 T-Systems

o DCFF-11, software version 4.4.2.4 XDC

o G3 Solo, software version 5.3.9.55o G3 Watcher, software version 5.1-3

(2) Projectors Barco

o DP90/DP100, Texas Instruments firmware version 11.1 or highero DP90P/DP1200/DP1500/DP2000/DP3000, Texas Instruments firmware version 12.0 or higher

Christieo CP2000-H/I/S/X/SB/SX/XB/ZX, Texas Instruments firmware version 11.1 or highero CP2000-M, Texas Instruments firmware version 12.0 or higher

Cinemeccanicao CMC3 D2/CMC4 D2, Texas Instruments firmware version 11.1 or higher

Kinotono DCP30L/DCP30SL/DCP30S/DCP30SX/DCP70L/DCP70SL/DCP70S, Texas Instruments firmware

version 11.1 or higher NEC

o NC800C/NC1500C/NC2500S, Texas Instruments firmware version 11.1 or highero NC1600C, Texas Instruments firmware version 12.0 or higher

Sonyo SRX R210/SRX R220, Sony firmware version 1.03 or highero SRX R220/1, Sony firmware version 1.03 or higher

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EXHIBIT B: REPORTS

1. Required reports are detailed in the table below. Unless otherwise noted, each report shall be provided (i) on an individual Country basis and (ii) in English.

2. Reports will be provided in machine readable format (XML, or ASCII text based delimited format, or as specified by Sony).

3. In addition to the reports set forth in the table below, Deploying Entity will make available to Sony all reports of all exhibitions of Sony Digital Content on Digital Systems which Deploying Entity has available to it (subject to redaction of confidential competitor information).

Report Content (for each Country) Frequency and Due Date of Report

Period of Report

Duration of Report

Deployment Report (1)

1. Target Deployment dates for each Complex (for minimum of next thirty (30) days).

2. All Deployment information shall provide 2D and 3D installation information separately;

3. All Complexes and Screens at which Covered Systems were added during the prior week, together with cumulative Covered Systems for all Complexes and Screens, and the identifying Screen number and location for each. Information to include detail as to the versions of all hardware, software and firmware installed as well as to any actual or potential Deployment in excess of the applicable Maximum Roll Out;

4. All Complexes which have met the minimum Screen requirements set forth in the applicable Schedule during the prior week;

5. All Complexes and Screens where Digital Systems are anticipated to be Deployed in the immediately succeeding thirty (30) days. Information to include detail as to any actual or potential Deployment in excess of the applicable Maximum Roll Out;

6. Unique identifiers for components of Covered Systems added, including upgrades, including unique server / projector coding information (e.g., the serial numbers of all Key components including the Forensic Marking card (and the technology provider of the Forensic Marking card), the link decrypter card, the server, the projector and the media block), the specific location (by Complex and Screen) of such Covered System, modem phone numbers, and any other information necessary for tracking the specific location of such Covered System or necessary for Key generation, and any other information required for use in providing content or Key management services (including information as to whether the applicable Complex is equipped with a library management server, central server or other similar storage mechanism);

7. The date that Forensic Marking becomes active by Covered System;

8. The nature of all upgrades made by Deploying Entity or its Subcontractors to Covered Systems during the prior week (including the versions of all hardware, software and firmware installed as part of the upgrade), the Complex where each such upgraded Covered Systems are located, the number of Screens, by Complex, affected by such upgrades, the identifying Screen number or location of each such upgraded Screen within the Complex where such Screen is located, and, on a per Complex-basis, reasonably detailed information regarding Covered Systems and/or Screens that have yet to be upgraded;

Weekly

Due date: Weekly report due Monday of each calendar week.

Prior week During the Term

Report Content (for each Country) Frequency and Due Date of Report

Period of Report

Duration of Report

9. The new location, by Complex and by identifying Screen number within such Complex, to which any added Covered System was relocated during the prior week and the location from where it was relocated;

10. All Covered Systems, by Complex, which have been removed from service due to maintenance requirements during the prior week, and the identifying Screen number or location within the Complex of the Screen for which such Covered System was removed from service;

11. Any Covered Systems which were uninstalled during the prior week and the intended disposition of such Covered Systems (e.g., used as parts for other Covered Systems, redeployment, etc.);

12. Information necessary to verify compliance with obligations related to total Screens converted on a Complex by Complex basis;

13. Date of commencement of operations of New Complexes / New Screens and date of Deployment at any New Complexes / New Screens (including the name and location of the Complex); it being understood that the information required to be provided under item nos. 1 through 11 above shall include any information related to the Deployment of Covered Systems that are New Complexes / New Screens; and

14. Date of Deployment of any Acquired Systems, including the original installation date of such Acquired System; it being understood that the information required to be provided under item nos. 1 through 11 above shall include any information related to the Deployment of Acquired Systems.

Maximum DCF Amount Report

Reasonably detailed description of the circumstances relating to attaining the Maximum DCF Amount for each Exhibitor.

a) Upon the occurrence of each of: the third anniversary of the Execution Date; and attainment of 90% of the Maximum DCF Amount for any Exhibitor.

b) Monthly, thereafter until attainment of the Maximum DCF Amount for the final Exhibitor in the Country.

c) Upon attainment of the Maximum DCF Amount for each Exhibitor in.

Due date: Within 30 days after the occurrence of each applicable event described in a) and/or b) above; immediately upon the occurrence of the event described in c) above.

Cumulative to date

Until the end of the Term

Live Transmission

Live transmission capability for Digital Content: (a) Installation status (capacity to receive, store,

If requested by Sony.

NA During the Term

Report Content (for each Country) Frequency and Due Date of Report

Period of Report

Duration of Report

Report and/or forward) of equipment for live and recorded content at each complex.

(b) Name of the equipment/service provider.(c) Availability of electronic delivery network.(d) Playout capability (standard/high definition)

for each screen.

Due Date: 30 days after request.

Aggregate Deployment Report

1. The list of Complexes where Covered Systems exist (including Screen numbers).

2. The information necessary to determine any discounts or credits payable to Sony hereunder, including Deployment percentage at each Complex.

3. Identifying Acquired Systems and/or New Screens Deployed by Deploying Entity, including:(a) Date of original installation of each

Acquired System; (b) Identification of New Screens; and(c) Date of Deployment (for Acquired Systems

and for New Screens) by Deploying Entity; and

(d) Date of commencement of operations of any New Complexes / New Screens.

Execution Date and every six-months thereafter.

Due date: Within 30 days of the end of the relevant date or period above

Cumulative as of the date of the report

During the Term

Booking Report (2)

1. The title of each item of Sony Digital Content, Booking start date, Booking end date, and the applicable unique identifier for such Sony Digital Content

2. Booking Report Reference Number3. Booking Identification Number (where

applicable)4. DCF amount5. The number of Screens and Complex location for

which such item of Sony Digital Content was Booked and, for each Screen, the engagement week number for such Screen

6. Screen termination report (notice that the number of simultaneous Screens Booked for an item of Sony Digital Content has decreased) by Complex

Within a week following the completion of the applicable Booking

Due Date: As stated above

Current feature

During the Term

Missed Show Report

For each missed exhibition of Sony Digital Content (including any missed exhibition(s) which result(s) in a Quality Failure):

(a) Date of addition of Covered System(b) Date on which the missed exhibition took

place(c) The title of the Sony Digital Content which

experienced a missed exhibition(d) The Complex in which the missed

exhibition took place(e) Complex/Digital System name and location(f) Covered System identifier (i.e., Screen

number and serial number of projector and server)

(g) Screen number(h) Description of the problem resulting in the

missed exhibition(i) The general type of problem (e.g., operator

error, server, projector, digital cinema package, Key, power outage, force majeure, or other) for either the Digital System or the Projection System, as applicable

(j) Resolution of the problem resulting in a missed exhibition, and time & day of problem fixed

(k) Number of missed exhibitions (total number, and total number of consecutive missed exhibitions)

Monthly

Due date: With each invoice (only to the extent there were missed exhibitions during the applicable month)

Prior month During the Term

Endemic Quality Failure Report

To monitor for Endemic Quality Failures, for all Covered Systems in the previous calendar quarter:

(a) % of Covered Systems that experienced Quality Failure based on total number of

Calendar quarterly

Due date: Within 10 days after the

Prior calendar quarter

During the Term

Report Content (for each Country) Frequency and Due Date of Report

Period of Report

Duration of Report

Covered Systems to date (where Quality Failures are based on missed exhibitions of Sony Digital Content only)

(b) If there was an Endemic Quality Failure in the quarter preceding the quarter of the report, the % of Covered Systems which gave rise to such Endemic Quality Failure which also experienced a Quality Failure in the current quarter (which, for purposes of this report, will include missed exhibitions of any Digital Content)

(c) Any Endemic Quality Failures under Section 11(a) of the Agreement.

end of each calendar quarter

Security Exception Report

The following information by date, time, location, projector serial number, and server serial number:

(a) Any cases of tampering with Covered System or server

(b) Exception report on Forensic Marking functionality

(c) Exception report on link encryption functionality

Weekly

Due date: Tuesday of each calendar week.

Prior week During the Term

(1) Unless otherwise specifically specified in writing and in reasonable detail, Deploying Entity’s inclusion of any Covered System, or any component thereof, shall be deemed to be a representation and warranty by Deploying Entity to Sony that such Covered System (or component) is fully DCI Spec Compliant (and that all upgrades have been made, even if the deadline for such upgrade has not yet occurred). Without limiting the generality of the foregoing, except as otherwise specifically specified in writing and in reasonable detail, Deploying Entity’s inclusion and/or description of any upgrades under item 8 of the “Deployment Report” described above shall be deemed to be a representation and warranty by Deploying Entity to Sony that such upgrade causes the applicable Covered System (or component) to be fully DCI Spec Compliant (such that no further upgrades for such Covered System (or any component) are required).(2) To be provided by Sony

EXHIBIT C: INVOICE REQUIREMENTS

For each item of Sony Digital Content Booked at a Complex, the following information must appear in the invoice. The invoices provided by Deploying Entity shall be delivered in an agreed upon electronic format.

Information RequiredSony Digital ContentExhibitor / Buying Circuit (i.e., entity acting on behalf of Exhibitor for Booking purposes)Invoice NumberBooking Report Reference No. (subject to No. being provided by Sony)Booking Identification Number (subject to No. being provided by Sony)Complex(es)Unique Complex Identifier (to be determined)

CountryState or ProvinceCityRemittance AddressInitial Play Date for each BookingMaximum Concurrent Screens Per LogMaximum Concurrent Screens Per Sony BookingExpansions Approved by Sony in Writing (1)Invoice Based on Deploying Entity LogWeek after national release date in which Booking beginsApplicable DCF rate VAT and any other Taxes, if applicable, plus appropriate backup For each Booking, (i) the invoiced DCF amount, (ii) reasonably detailed information as may be necessary to determine whether the shared engagement-related provisions set forth in Section 2(c) of the Master Schedule applies; (iii) whether any and all conditions to Sony’s DCF obligations (e.g., the requirements in Section 2(a) and/or 2(b)(i) of the Master Schedule) have been met; and (iv) reasonably detailed information as may be necessary to determine whether any DCF discounts, prorations, etc. may apply. Invoice in which Booking First AppearsQualifying DCF CreditAny other CreditDate on Which Credit OccurredReason for Credit

(1) Written approvals must be attached to invoice.

EXHIBIT D: TERMS WITH EXHIBITOR

1. Terms Between Deploying Entity and Exhibitor. Deploying Entity will cause each Exhibitor for whom it Deploys Digital Systems that are subject to this Agreement, to execute a document which (i) contains the text below in this Section 1 (or substantively equivalent language) and (ii) adds Sony as a third party beneficiary to the terms set forth in Sections 1(a), 1(b), 1(c), 1(e) and 1(i) below and (iii) provides that the terms set forth in Section 1(a), 1(b), 1(c), 1(e), 1(h), 1(i) and 1(j) below survive the expiration or termination of the agreement between Deploying Entity and such Exhibitor:

(a) For any Complex that at any point in time contained a Covered System (which, for purposes of this Section, includes any digital projection system which replaces a Covered System while Sony is paying DCFs to Deploying Entity under this Agreement), the following shall apply:

(i) Sony will have the right to negotiate all terms related to the exhibition of all of Sony’s Content at Exhibitor’s Complexes with the same entity, unless Sony agrees otherwise in writing; and

(ii) Exhibitor (including any Exhibitor Affiliate) agrees not to charge Sony, and not to permit any third party to charge Sony, a fee or other charge related to the exhibition, downloading, uploading, or preparation of any Sony Digital Content. The only fees that Sony will be required to pay related to the exhibition of such Sony Digital Content will be the fees (if any) negotiated between Sony and the applicable purchasing or financing entity/deployment entity/system integrator who provided Exhibitor with such Projection Systems and, subject to Section 1(i) below, such fees to a Sony-designated vendor that are necessary to create such Sony Digital Content and create and deliver decryption Keys to Exhibitor.

(b) Exhibitor will not transfer Sony Digital Content outside of the Complex by any means, including but not limited to electronically, via satellite, or on the physical media upon which the Sony Digital Content is provided, without Sony’s prior approval, and will comply with Sony’s reasonable instructions as to the return or transfer of such physical media.

(c) Exhibitor represents and warrants: (A) that it will exhibit Sony Digital Content only on Projection Systems which comply with Sony’s requirements for the exhibition of Sony Digital Content; (B) that upon reasonable prior notice, it will provide Sony (and/or an independent third party certification entity selected by Sony), with reasonable access to both its Complexes and the Projection Systems in order to verify that such Projection Systems comply with such requirements, and will cooperate fully with such on-site inspections; and (C) that it will not take any action that will result in the Projection Systems not complying with such requirements.

(d) Exhibitor will provide Sony with such information as Sony may reasonably request, in writing, from time to time to allow Sony to determine if any Government Subsidies are available to Exhibitor. In the event Sony determines Government Subsidies are available to Exhibitor and no application has been made by Exhibitor, Exhibitor will promptly apply for such Government Subsidies, provided that the reasonable costs of the Exhibitor connected with any application will not be greater than the Government Subsidies being sought.

(e) For each segment of Sony digital content (including motion pictures and trailers) that is exhibited by Exhibitor, Exhibitor will, and Exhibitor hereby allows Deploying Entity to, on a weeklybasis (other than to the extent Sony makes the election described below), review the Log Files (i.e., untampered digitally signed secure log files generated for each exhibition of content via a Projection System) and segregate data related to Sony Digital Content from the data of other distributor content exhibited on the applicable Projection Systems and provide such data to Sony (without Sony accessing data of other distributor content) (unless Sony makes the election described below). The report provided to Sony, which shall be in a form reasonably specified by Sony, shall

include (i) information showing the number of exhibitions of such Sony Digital Content (including Theater, Screen number, date, time, etc. for each exhibition); (ii) in the case of trailers recorded in the logs, the motion picture in connection with which it is exhibited (it being understood that the information required by this subclause (ii) may be provided in summary form that is aggregated by target motion picture across Exhibitor’s circuit (i.e., the Sony trailer played with X motion picture during Y percentage of such motion picture’s showtimes)); and (iii) any security exception information. In the event that Sony elects to have an independent third party specified by Sony (subject to Exhibitor’s approval, which approval shall not be unreasonably withheld) extract the Sony-specific data from the Log Files, Exhibitor shall, on a monthly (or more frequent) basis, provide the complete Log Files directly to such independent third party. Exhibitor shall authorize such third party to segregate Sony Digital Content data from the data of other distributors and provide such Sony Digital Content data to Sony. Exhibitor shall treat Sony in a manner that is at least as favorable to Sony as Exhibitor’s treatment of any other party with respect to the provision of similar information. In addition, Exhibitor agrees to store Log Files for four (4) years from the release date of such Sony Digital Content.

(f) For purposes of allowing Deploying Entity to release or communicate the security exception information required by Exhibit B (Reports), Exhibitor agrees to allow Deploying Entity to access security exception information for each item of Sony Digital Content and each Screen , and agrees to allow Deploying Entity to release such information to Sony.

(g) Exhibitor agrees to replace a failed Covered System (i.e., through warranty, self-insurance, insurance policy etc.).

(h) Exhibitor agrees that it will not enter into any agreements for any services that, due to exclusivity provisions or otherwise, could reasonably be expected to adversely affect Sony’s ability to deliver, and/or Exhibitor to receive, Sony Digital Content or Keys, or which are otherwise necessary for Sony and/or Exhibitor to use the Projection Systems to show Sony Digital Content on fair and reasonable terms. For the avoidance of doubt, where the operation of any agreement (or any consent rights in any such agreement) could adversely affect content delivery (e.g., if a property lease allows only one satellite dish at a given location), Exhibitor shall remove or seek a waiver of the limiting provisions as they may apply to Sony. Additionally, where Exhibitor or any Affiliate of Exhibitor has any equity stake or other interest in the counterparty to the applicable agreement, Exhibitor will notify Sony in advance and in writing before entering such agreement (to the extent any such agreements exist as of the Execution Date, Exhibitor shall provide reasonably detailed written disclosure thereof in advance of the Execution Date) and will take all steps (including steps reasonably requested by Sony) to ensure that Sony has the ability to deliver, and/or Exhibitor to receive, Sony Digital Content and/or Keys on fair and reasonable terms.

(i) Sony will be responsible to third parties (i.e. Sony-designated vendors) for the costs of creation of its digital content and creation and delivery of related Keys. To the extent consistent with historical practices regarding the delivery of 35mm prints, Exhibitor will be responsible for paying the shipping charges for the delivery and return between Sony and Exhibitor of the physical media on which Sony digital content is provided or a comparable contribution toward the electronic delivery (e.g., via satellite or fiber optic network) of such Sony digital content, and in connection therewith, shall open an account with a shipping or other distribution entity identified by Sony and provide Sony with an account number to which such charges may be billed. For the avoidance of doubt, it is intended that the cost of delivery of Sony digital content in a digital manner will be discussed among Sony and Exhibitor to achieve a cost apportionment that is consistent with the current cost allocations with respect to the physical delivery and return of Sony digital content (via hard drive). Exhibitor must have the physical media containing the Sony Digital Content available to return to Sony or Sony’s delivery agent (or another complex pursuant to instructions from Sony): (i) by Wednesday morning after the opening weekend, if the Complex is equipped with a library management server, central server or similar storage mechanism; or (ii) by the morning of the third Wednesday after the opening weekend, if the Complex is not equipped with a library management

server, central server or other storage mechanism. In the event that Exhibitor does not return the physical media in accordance with the terms of this Section, Exhibitor shall be responsible for any late fees charged to Sony by its delivery agent unless Sony otherwise consents to a late delivery in advance and in writing. Exhibitor shall also be responsible for any charges necessary to replace any physical media that is damaged or lost by Exhibitor or its agents, including the cost of the new media and shipping charges.

(j) Sony will have the right to audit, or have an independent third party audit, during normal business hours and upon ten (10) business days advance notice, such records (including full logs and all applicable log-related detail (e.g., exhibition location, including Complex and Screen, exhibition date, including date and time, etc.) resources and facilities of the Exhibitor as are necessary to verify the Exhibitor’s compliance with its obligations under this agreement. Such audit shall be conducted in a manner to minimize the interruption of the business at the Complex being audited.

2. Sony Remedies. If Deploying Entity fails to secure the commitment in Section 1(a)(ii) above (including making Sony a third party beneficiary thereof), then Sony may deduct any charges which Sony is assessed from any charges payable to Deploying Entity hereunder. If Deploying Entity fails to secure the remaining commitments in Section 1 (including making Sony a third party beneficiary thereof where applicable) from an Exhibitor then all fees payable by Sony hereunder for any Complexes controlled by such Exhibitor shall be reduced by twenty percent (20%). Such twenty percent (20%) discount on fees shall be discontinued after Sony receives notification from Deploying Entity, in writing, that the Exhibitor has complied with each of the commitments in Section 1.

EXHIBIT E: FORM OF LOG REPORT

Log Report for: [Name of Integrator] Sony Performances for: Sony Title Name

Site Name

Rentrak Site ID Exhibitor Site

Code1 Auditorium2 Integrator Content ID3 UUID4 Title5 Start

Date Start Time End Time Duration

ABC Theatre

999999 XYZ 123 4 OTHER 7/24/2012 10:59:15

AM 12:52:13

PM 112

ABC Theatre

999999 XYZ 123 4 12345

8946cacf-cf48-4e3c-

b66c-19d3f9f8a4

59

Sony Title

Name 7/24/2012

01:46:50 PM

03:42:45 PM

116

ABC Theatre

999999 XYZ 123 4 12345

8946cacf-cf48-4e3c-

b66c-19d3f9f8a4

59

Sony Title

Name 7/24/2012

7:26:50 PM

09:22:45 PM

116

ABC Theatre

999999 XYZ 123 4 12345

8946cacf-cf48-4e3c-

b66c-19d3f9f8a4

59

Sony Title

Name 7/24/2012

10:21:50 PM

12:17:45 AM

116

Note:

1 This Column should include your internal ID for the theatre referenced 2 This is the same as the screen number 3 This is your internal content ID for the title referenced 4 This column should only list out the unique identifiers for Sony content. It should be left blank for other distributors. 5 This column should list the Sony title and only “Other” for other distributor’s digital content.

Log Report for: [Name of Integrator]Sony Performances for:Sony Trailer Title NamePeriod Covered: January 1, 2013 to February 1, 2013

Site Name Rentrak Site ID Exhibitor Site Code1

Sony Trailer Title2

Integrator Content

ID3

Sony Content

ID4

Title of Feature Length

Content Played at

Site

Total Showings of Sony

Trailer at Site with Feature Content

Title

Percentage of Time That Sony

Trailer Played

with Feature Content

Title

ABC Theatre 000000 ABC 001 Sony Title

Name 12345 25854

Feature Length

Title Name

100 85%

123 Theatre 111111 123 002 Sony Title

Name 56789 25854

Feature Length

Title Name

105 90%

DEF Theatre 22222 DEF 003 Sony Title

Name] 10000 25854

Feature Length

Title Name

120 95%

Note:The data shown in this tab is for illustration only.The area shaded in green must be fully completed for each location that a Sony Pictures trailer is played.

1 This Column should include your internal ID for the theatre referenced2 This column should list the Sony trailer title including identifiers such as “Teaser” and “Trailer #”..3 This is your internal content ID for the trailer referenced4 This column should list out the Sony content ID that is provided to you by Sony Pictures