FILMING LOCATION AGREEMENT

Stuart M. Ketchum Downtown YMCA (“Project”)

THIS LOCATION FILMING AGREEMENT (“Agreement”) is made and entered into as of this 22nd Day of July 2014, by and between Stuart M. Ketchum Downtown YMCA (“Licensor”) and Screen Gems Productions, Inc. (“Licensee”).

RECITALS

A. Licensor is the owner or authorized agent of owner of that certain

property known as Stuart M. Ketchum Downtown YMCA and located at 401 South Hope Street in the city of Los Angeles, CA 90071 (“Project”).

B. Licensee wishes to utilize a portion of the Project in connection with the

production and filming of “The Perfect Guy” (the “Film”). Licensor desires to grant Licensee a license to utilize such portion of the Project for such purpose in accordance with, and subject to, the terms and conditions of this Agreement. Where specified herein, Licensor is being represented by Skyline Locations (“Agent”).

NOW, THEREFORE, in consideration of the foregoing recitals and the

mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

AGREEMENT

1. Grant of License.

1.1 License Area. Licensor hereby grants to Licensee a license during the Term, to enter and utilize and to bring such personnel and equipment, trade fixtures, and other personal property onto the License Area as Licensee deems reasonably necessary in connection with the Film and only upon the terms and conditions set forth herein, the following portion of the Project: the exterior plaza, including access to the Skybridge, as more particularly described on Exhibit “A” attached hereto (the “License Area”). Licensee shall take possession of the Premises in its “as-is” condition and Licensee acknowledges that Licensor has not made any representations or warranties with respect to the Premises, the condition thereof, or the suitability of its use for Licensee’s purposes. Licensee does hereby accept the License granted herein subject to all of the conditions, covenants and restrictions that now and may hereafter affect the License Area, including without limitation, those set forth in Section 1.2. Licensee agrees and acknowledges that the License to enter upon the License Area is personal to Licensee only and is not transferable in any manner whatsoever and that any attempted transfer of the License granted herein shall be void and of no force or effect.

1.2 Use and Use Restrictions.

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(a) Pursuant to the activity prescribed and scheduled in Exhibit D to this agreement, Licensee covenants to use the License Area only for the purpose of installing, dismantling, restoring and removing sets, props, lights, cameras, recording equipment, rehearsing, filming, photographing and recording scenes and sounds for the Film and for no other purpose. Licensee shall not change the times or the purposes set forth in this License without Licensor’s prior written consent, which consent shall not be unreasonably withheld.

(b) Except as otherwise provided herein, all areas of the Project shall

be subject to the exclusive control and management of Licensor or such other persons or nominees as Licensor may have delegated or assigned to exercise such management or control. Licensee agrees to abide by and conform with such control and management; to cause its employees, agents, independent contractors and vendors so to abide and conform; and to use its best efforts to cause its invitees and licensees to so abide and conform.

(c) Licensor shall have the right to close temporarily all or any portion

of the common areas of the Project while engaged in making additional improvements or repairs or alterations with respect to, the common areas as in the use of good business judgment Licensor shall determine to be appropriate for the Project, provided that such closure and/or making of improvements does not interfere with Licensee's rights under this Agreement.

(d) Licensee hereby agrees that it and its agents and employees,

vendors, suppliers and other independent contractors will use and operate trucks, trailers, carts and hand trucks in delivering machinery, trade fixtures and equipment to and from the License Area. Such designated freight and passenger elevators shall be operated only by the Licensor’s security personnel.

(e) Licensee hereby agrees that it and its agents and employees,

vendors, suppliers and other independent contractors will park vehicles and will use and store heavy or bulky equipment only where directed by Licensor.

(f) Licensee hereby agrees that its agents and employees, vendors,

suppliers and other independent contractors will not bring or consume alcoholic beverages or illegal drugs on or in the Project.

1.3 Conditions Precedent.

(a) The grant of the License made in Section 1.1 is subject to the following conditions precedent:

(i) Licensee obtaining all necessary governmental approvals

prior to the commencement Date (as defined in Article 3)

(ii) Licensee furnishing Licensor, or Agent, with satisfactory evidence that Licensee is carrying the insurance coverage required by Section 2.1

(iii) Licensee furnishing Agent with the security deposit

required by Section 4.3.

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(b) As a material inducement for Licensor’s grant of the License made in Section 1.1, Licensee covenants and agrees to:

Article 4;

(i) Fully comply with the License Fee requirements set forth in

(ii) Comply at all times during the License Term (as defined in Article 3) with the Rules and Regulations set forth on Exhibit "B" hereto.

(iii) Abide by those reasonable rules, and regulations that

Licensor may from time to time, in its reasonable discretion, impose upon the use of the License Area.

(iv) Not change, alter or rearrange any of the property of

Licensor, including but not limited to plants, works of art, furniture, directory signs, planters, flower pots, trees, decorative items, without the prior written approval of Licensor.

(v) Engage Agent’s site coordinator to oversee all Licensee’s

activities while at the Project.

(c) Failure by Licensee to comply with the conditions in Paragraphs 1.3 (a) and 1.3 (b) shall result in automatic termination of the License granted herein.

2. Licensee’s Obligations and Covenants.

2.1 Insurance.

(a) Licensee shall procure Workers’ Compensation Insurance to provide statutory worker’s compensation benefits as required by the laws of California.

(b) Licensee shall obtain and keep in force during the term of this

License, for the protection of Licensor and Licensee, comprehensive General Liability Insurance in the minimum amount of $1,000,000 on an “occurrence” basis in the combined single limit of not less than $1,000,000 per occurrence and $2,000,000 general aggregate for bodily injury, illness and death and property damage with cost(s) of defense in addition to limits of liability. Such Commercial General Liability insurance shall cover all operations of Licensee as name insured, including contractual liability coverage for the indemnity and hold harmless agreement set forth in Section 2.2.

(c) Licensee shall obtain and keep in force Products Liability

Insurance on an “occurrence” basis with a limit of not less than $1,000,000 per occurrence and a separate aggregate limit of not less $1,000,000 with cost(s) of defense in addition to limits of liability. Such Products Liability Insurance shall cover all operations and activities of Licensee as named insured, including contractual liability coverage for the indemnity and hold harmless agreement set forth in Section 2.2.

(d) Licensee shall obtain and keep in force Commercial Automobile

Liability Insurance on an “occurrence” basis with a combined single limit of not less than $1,000,000 per occurrence against bodily injury and property damage liability arising out of the use on behalf of Licensee, its agents and employees, in carrying out the

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operations contemplated by this License, of any owned, non-owned or hired motor vehicle or automotive equipment.

(e) Licensee shall at all times during the term of this License maintain

in effect policies of insurance covering all machinery, equipment, trade fixtures and other personal property from time to time in, on or upon the License Area in an amount not less than one hundred percent (100%) of their actual replacement cost from time to time during the term of this License, providing protection against any peril included within the classification “All Risk Coverage,” together with insurance against sprinkler leakage damage, vandalism and malicious mischief. Such property insurance may be carried under so-called “blanket coverage” form of insurance, provided any such blanket policy either (a) specifically provides that the amount of insurance coverage required hereunder shall in no way be prejudiced by other losses covered by the policy or (b) is in an amount equal to 100% of the actual replacement cost of all property covered under such blanket policy. The proceeds of such insurance, so long as this License remains in effect, shall be used for the repair or replacement of the property so insured. Upon termination of this License, the proceeds shall be paid to Licensee. The full replacement value of the items to be insured under this Paragraph 2.1(e), shall be determined by Licensee and shall be acknowledged by the issuance of an agreed amount endorsement by the company issuing the insurance policy at the time the policy is initially obtained, and shall be increased as reasonably requested by Licensor from time to time.

(f) All insurance required to be carried by Licensee hereunder shall

be issued by responsible insurance companies, qualified to do business in the State of California and reasonably acceptable to the Licensor. Insurance companies rated A VII or better by Best’s Insurance Reports shall be deemed acceptable. Licensee shall furnish Licensor with certificates showing that all insurance is being maintained as required herein at least thirty (30) days prior to the entry of the Licensee, its employees, agents or vendors onto or into the License Area, and within ten (10) days of the date of any material change in the terms, exclusions or endorsements of such policies. All insurance required to be carried by Licensee hereunder shall have deductible amounts which do not exceed the greater of: (a) those deductible amounts maintained by similarly situated licensees in first-class mixed use developments in the Los Angeles area, or (b) $5,000 per occurrence. Each policy of insurance required to be carried by Licensee under Paragraphs 3.1 (b), (c) and (d) shall name Licensor and Agent as additional insureds, as their interests may appear, shall be primary and non-contributing and shall contain a covenant that should such policies be canceled, assigned or materially changed during the policy period, the insurer will mail a notice thereof to Licensor at least fifteen (15) days in advance. No such policy shall be cancelable except after fifteen (15) days written notice to Licensor. Licensee shall, at least fifteen (15) days prior to the expiration of any such policy, furnish Licensor with renewal certificates or “binders” thereof together with evidence of the payment of premiums thereof, or Licensor may order such insurance and charge the cost thereof to Licensee, which amount shall be payable by Licensee upon demand. Neither the insurance of any insurance policy nor the minimum limits of coverage specified in Paragraphs 2.1(a), (b), (c), (d) shall be deemed to limit or restrict in any way Licensee’s liability arising under or out of this License.

(g) Licensor and Licensee each hereby waive any and all rights of

recovery against the other and the officers, employees, agents and representatives of such other party for loss of or damage to such waiving party or its property or the

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property of others under its control, to the extent insured against under any policy of insurance carried by such waiving party. Licensee shall obtain and furnish evidence to the Licensor of the waiver by Licensee’s insurance carriers of any right of subrogation against Licensor. Such waiver shall in no way be construed or interpreted to limit or restrict any indemnity or other waiver made by Licensee under the terms of this License.

2.2 Indemnity. Licensee hereby agrees to indemnify, protect, defend and

hold harmless Licensor, Licensor’s lender, their officers, directors, partners, agents and employees, and any affiliate of Licensor, including without limitation, any corporation or any other entity controlling, controlled by or under common control with Licensor and Agent (collectively, the “Indemnitees”), from and against any and all claims, suits, demands, liability, damage and expenses arising from Licensee’s use of the License Area and/or the Project and/or the airspace above the Project for the conduct of its business or from any activity, work, or thing done, permitted or suffered by Licensee’s use of the License Area and/or the Project and/or the airspace above the Project for the conduct of its business or from and against any and all claims arising from any breach or default in the performance of any obligation on Licensee’s part to be performed under the terms of this License, or arising from any act or negligence of Licensee, or any of its agents, contractors or employees, and from and against all costs, attorneys’ fees, expenses and liabilities incurred in or about any such claim or any action or proceeding brought thereon; and in case any action or proceeding be brought against any Indemnitee by reason of any such claim, Licensee, upon notice from Licensor, shall defend the same at Licensee’s expense by counsel reasonably satisfactory to Licensor. Licensee, as a material part of the consideration to Licensor, hereby assumes all risk of damage to property or injury to persons, in, upon or about the License Area and/or the Project and/or the airspace above the Project arising from Licensee's use of the License Area, the Project, and/or the airspace above the Project.

2.3 Exemption of Indemnitees from Liability. Except for injury or damage

caused by an Indemnitee's sole or gross negligence or willful misconduct, the Indemnitees are hereby agreed not to be liable for injury or damage which may be sustained by the person, goods, wares, merchandise or property of Licensee, its employees, agents, vendors, invitees or customers, or by any other person in or about the License Area, the Project and/or the airspace above the Project caused by or resulting from fire, steam, electricity, gas, water or rain which may leak or flow from or into any part of the Project or the area surrounding the Project, or from the breakage, leakage, obstruction, or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the same due to Licensee's activities at or in the License Area, Project or airspace above the Project. In no event shall the liability of the Indemnitees to Licensee arising out of this License exceed their interest in the Project which interest shall include the rents, issues, profits, sale and insurance proceeds therefrom. The obligations of the Licensor under this License do not constitute personal obligations of the individual partners, directors, officers or shareholders of Licensor, and Licensee shall look solely to the real estate that is the subject of this License and the proceeds thereof and to no other assets of Licensor or the rest of the Indemnitees for satisfaction of any liability in respect of this License and will not seek recourse against the individual partners, directors, officers or shareholders of Licensor or the rest of the Indemnitees or any of their personal assets for such satisfaction.

2.4 Charges. Licensor shall not be liable in damages or otherwise for any

failure or interruption of any utility service being furnished to the License Area and no

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such failure or interruption shall entitle Licensee to terminate this License or to abate payment of any portion of the License Fee due hereunder.

2.5 Licensee’s Repair and Maintenance Obligation. Licensee shall

be responsible for cleaning the License Area to its prior condition as well as clean any portion of the Project damaged or soiled by Licensee, its agents, employees, vendors, suppliers and other independent contractors.

2.6 Performance by Licensor. If Licensee refuses or neglects to make repairs

to the License Area, or any part thereof, in a manner reasonably satisfactory to the Licensor, Licensor shall have the right, after two (2) days written notice (except in case of emergency), but shall not be obligated, to make such repairs or perform such maintenance on behalf of or for by the Licensee. In such event, such work shall be paid for by Licensee as an additional License Fee promptly upon demand.

2.7 Surrender; Waiver. Licensee agrees upon the expiration of this License

to surrender the License Area to Licensor in good order, condition and repair. Licensee acknowledges that Licensee is not a tenant of the Project and hereby waives the right to make repairs to the License Area.

2.8 Alterations. Except as otherwise provided in Section 1.2 above, Licensee

shall make no alterations, repairs, additions or improvements in, to or about the License Area without the written approval from Licensor.

2.9 Rules and Regulations; Code of Conduct. The Rules and Regulations

attached hereto as “Exhibit “B” and the Motion Picture Industry Code of Conduct (“Code of Conduct”) attached hereto as “Exhibit “C” are hereby incorporated herein and made part of this License. Licensee agrees to abide by and comply with, and to require its agents and employees, vendors, suppliers and other independent contractors, and invitees to abide by and comply with, each and every of said Rules and Regulations and Code of Conduct and any amendments, modifications and/or additions thereto as may hereafter be adopted and of which Licensee is informed by written notice from Licensor. Licensor shall have the right to amend, modify or add to the Rules and Regulations in its sole discretion. Licensor shall not be liable to Licensee for any violation of any of the Rules and Regulations by any tenant or licensee or for the failure of the Licensor to enforce any of the Rules and Regulation.

2.10 Fireman. If required by the Los Angeles Permit Office, Licensee shall hire

one (1) Los Angeles County fireman at Licensee’s expense to be present at the License Area at all times that Licensor’s agents and employees, vendors, suppliers and other independent contractors or invitees are present thereon.

2.11 Notices. All notices, consents, approvals, requests, demands and other

communications (individually, a “Notice”) which Licensor or Licensee are required or desire to serve upon, or deliver to, the other shall be in writing and mailed postage prepaid by certified mail, return-receipt requested, or by personal delivery, to the appropriate address indicated below, or at such other place or places as either Licensor or Licensee may, from time to time, respectively, designate in a Notice given to the other. Each Notice shall be deemed delivered to the party to whom it is addressed (a) if personally served or delivered, upon delivery, or (b) if given by certified or registered mail, return receipt requested, deposited with the United States Mail with the first-class

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postage prepaid, seventy-two (72) hours after such Notice is deposited with the United States Mail. Rejection or other refusal to accept a Notice or the inability to deliver the same because of changed address of which no Notice was given shall be deemed to be receipt of the Notice sent.

If to Licensor, to: Stuart M. Ketchum Downtown YMCA 401 South Hope Street Los Angeles, CA 90071 Attn.: Laurie Goganzer

With copies to: Skyline Locations 915 Wilshire Blvd., Suite 1780 Los Angeles, CA 90017 Attn.: John Sharpe

If to Licensee, to: Screen Gems Productions, Inc. Re: The Perfect Guy 10202 Washington Blvd. Culver City, CA 90232 Attn: Brian O’Neill

3. License Term.

3.1 Term. The term of the License shall commence on August 8, 2014 at 6:00 PM Pacific Time (herein called the “Commencement Date”), and shall end at 6:00 AM Pacific Time on August 9, 2014 subject to the terms listed in Exhibit D to this Agreement unless sooner terminated pursuant hereto (the “License Term”). Licensee shall remove all of its machinery, trade fixtures, equipment and other personal property from the Project before the end of the License Term. If, within six (6) months following the License Term, Licensee requires the additional use of the License Area in connection with the Film, Licensee may request that Licensor enter into another license agreement upon the same terms and conditions set forth herein (License Fee and Security Deposit issues excluded) with Licensee for such purpose. Licensor shall not unreasonably refuse to enter into such agreement.

4. License Fee and Security Deposit.

4.1 Fee. Licensee hereby agrees to pay to Agent, on Licensor’s behalf, at the time and in the manner herein specified, a Fee (the “Licensee Fee”) in an amount to be determined in accordance with Exhibit “D” attached hereto.

4.2 Payment. Licensee shall pay to Agent the License Fee not later than

twenty-four (24) hours before the Commencement Date.

4.3 Security Deposit. Licensee shall pay Agent at least twenty-four (24) hours before the Commencement Date the amount of $5,000 (Five Thousand Dollars) as security for the full and faithful performance of each of the terms hereof by Licensee. Agent shall not be required to keep this security deposit separate from

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its general funds and Licensee shall not be entitled to interest thereon. If Licensee defaults with respect to any provision of this License, including but not limited to the provisions relating to the payment of the License Fee, Agent may, but shall not be required to, use, apply or retain all or any part of the security deposit for the payment of the License Fee or any other sum in default, or for the payment of any other amount which Licensor actually spends or becomes obligated to spend by reason of Licensee’s default, including without limitation, costs and attorneys fees incurred by Licensor to recover the costs of such loss or damage. If any portion of said deposit is so used or applied during the License Term, Licensee shall, within twenty-four (24) hours of demand therefore, deposit cash with Agent in an amount sufficient to restore the security deposit to its original amount and Licensee’s failure to do so shall constitute a default hereunder by Licensee. If Licensee shall fully and faithfully perform every material provision of this License to be performed by it, except for the deduction of actual expenses or actual cost of repairs and other deductions by Agent pursuant to the provisions of this Paragraph, the security deposit or any balance thereof shall be returned to Licensee within thirty (30) days following the expiration of the License Term.

4.4 Additional Uses. Except as otherwise provided herein, in Section 6 below

and the Rider attached hereto, all filming or photography from, on or in the License Area, the Project and/or the airspace above the Project other than actual filming of the Film, video interviews related to the Film or still photography related to the Film, shall require the prior written approval of Licensor and may require payment by Licensee of additional fees and other additional requirements. Notwithstanding the foregoing, Licensee shall have the right to transfer and assign the photographs, moving pictures and sound recordings for the Film obtained pursuant to this License. Nothing herein shall permit Licensee to transfer and assign the photographs, moving pictures and sound recordings obtained pursuant to this License for "stock footage" purposes or for use in another motion picture which is not the Film or is not "flashback footage" for a sequel or prequel thereto.

5. Defaults and Remedies.

5.1 Termination of License. Notwithstanding anything contained herein to the contrary, the License may be terminated with cause by Licensor upon giving Licensee at least twenty-four (24) hours prior written notice and by Licensee upon giving Licensor at least seventy-two (72) hours prior written notice.

5.2 Default. The failure by Licensee to pay any amount or perform any

obligation required to be made or performed by Licensee hereunder as and when due shall constitute a material default and breach of this License by Licensee.

5.3 Termination Upon Default; Removal. Notwithstanding anything in Section

5.1 to the contrary, in the event of any default by Licensee, then, in addition to any other remedies available to Licensor at law, in equity or as provided specifically herein, which remedies are cumulative, Licensor shall have the immediate option to terminate this License and all rights of Licensee hereunder by giving Licensee four (4) hours notice of such election to terminate. Licensee shall, in the event of a termination, or, in the case of a termination pursuant to Section 5.3, within four (4) hours after receipt of notice of such termination, or, in the case of a termination pursuant to Section 5.1, within twenty-four (24) hours after delivery or receipt of notice of termination (as applicable), remove all of

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Licensee’s machinery, trade fixtures and other equipment from the License Area and restore said area to its original condition as it existed on the Commencement Date, normal wear and tear excepted. All removal of machinery, trade fixtures, and other equipment and restoration of the License Area by Licensee pursuant to this Section 5.3 shall be at Licensee’s sole cost and expense.

5.4 Removal of Property. In the event of any such default by Licensee and

Licensee's failure to remove Licensee's property within the time period set forth in Section 5.3, Licensor shall also have the right to remove Licensee’s property from the License Area by all applicable proceedings. Such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Licensee, provided Licensor shall have a lien against all personal property located in the License Area in the amount which is due Licensor hereunder, which lien may be satisfied out of proceeds of the public sale of such personal property by Licensor, which sale shall be conducted in accordance with the provisions of California Civil Code Sections 1980 et seq.

5.5 Repayment of Fee.

(a) In the event of any termination of this License by Licensee of Licensor pursuant to Section 5.1, Licensor shall refund the full License Fee within ten (10) days after the termination of this License.

(b) In the event of any termination of this License by Licensor

pursuant to Section 5.3, Agent shall refund a portion of the License Fee to Licensee in accordance with Paragraph 5.5 (a); provided, however, that the amount refunded to Licensee shall not exceed fifty percent of the License Fee.

6. Rights in the Photographs, Film and Sound Recordings.

Nothing herein shall obligate Licensee to film, photograph or make sound recordings of the License Area, the Project or the airspace above the Project or to use any film, photography or sound recordings of the License Area, the Project or the airspace above the Project in the Film. Pursuant to the activity prescribed and scheduled in Exhibit D to this agreement, Licensee shall have the right to photograph, film and make sound recordings of the License Area, the Project, the airspace above the Project and/or any part or parts thereof for use in the Film and related additional uses described in Section 4.4, this Section 6 and the Rider attached hereto as Licensee may determine in its sole discretion. Neither Licensor nor anyone claiming through Licensor shall have any right, title or interest in or to Licensee’s film, photographs or sound recordings made on, in or from the License Area, the Project and/or the airspace above the Project, nor shall there be any restriction or limitation on Licensee’s right (or the right of Licensee's successors or assigns subject to the provisions of this License) to use such film, photographs or sound recordings in the Film. Notwithstanding the foregoing, Licensee shall not use the name of the Project, the Indemnitees or any of the Indemnitees' affiliates, nor use any photograph, film or drawing or other depiction or representation of the Indemnitees, as well as their affiliates or any part thereof in any publicity, promotion,

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trailer, press release, advertising, printed and display materials without the prior written consent of Licensor.

Licensor hereby grants to Licensee and its successors the right, to duplicate and

re-create all or a portion of the License Area (excluding any works of art located in or about the License Area) and to use the same in the Production and in connection with the Film.

Licensor and Licensee hereby expressly acknowledge and agree that all rights of

every kind in and to the Production made by Licensee (and its employees and agents) hereunder shall be owned throughout the universe and in perpetuity by Licensee and its successors, licensees and assigns who shall have the irrevocable right to use the same in any and all media known or hereafter devised and Licensor shall not have any rights whatsoever in such Production and/or in any use thereof.

7. Miscellaneous.

7.1 No Waiver. One or more waivers of a breach of any covenant, term or condition of this License by either party shall not be construed by the other party as a waiver of subsequent breach of the same covenant, term or condition. The consent or approval of either party to or of any act by the other party of a nature requiring consent or approval shall not be deemed to waive or render unnecessary consent to or approval of any subsequent act.

7.2 No Joint Venture. Nothing herein contained, either in the method of

computing the License Fee or otherwise, shall create between the parties hereto, or be relied upon by others as creating any relationship of corporation, association, joint venture or otherwise.

7.3 Attorneys' Fees. In the event that at any time during the term of this

License either Licensor or Licensee shall institute any action or proceeding against the other relating to the provisions of this License, or any default hereunder, then, and in that event, the unsuccessful party in such action or proceeding agrees to reimburse the successful party herein for the reasonable outside counsel attorneys' fees and cost of suit incurred by successful party. For purposes of this Section 7.3, the term "successful party" shall be the party who is entitled to recover costs of suit, whether or not the proceeding is brought to final judgment or award, or, if brought to judgment, who has recovered judgment in excess of the amount, if any, offered in compromise by the other party pursuant to the provisions of Section 998 of the California Code of Civil Procedure. A party not entitled to recover costs shall not recover attorneys' fees. No sum of attorneys' fees shall be included in any computation of the amount of judgment or award for purposes of determining whether a party is entitled to recover costs or attorneys' fees.

7.4 Entire Agreement. It is understood that there are no oral agreements or

representations between the parties hereto affecting this License and this License supersedes and cancels any and all previous negotiations, arrangements, brochures, agreements, licenses, contracts or representations and understandings, if any, between the parties hereto or displayed by Licensor to Licensee with respect to the subject matter hereof, and none thereof shall be used to interpret or construe this License. There are no other representations or warranties between the parties and all reliance with respect

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to representations is solely upon the representations and agreements contained in this document and the Rider attached hereto.

7.5 Amendment. This License along with any exhibits and attachments or

other documents affixed hereto may be altered, amended, modified or revoked only by an instrument in writing signed by both Licensor and Licensee.

7.6 Binding on Successors and Assigns. Subject to the limitations in Section

2.1, this License shall be binding upon and insure to the benefit of the parties hereto their legal representatives, successors and permitted assigns.

7.7 Governing Law. This License shall be interpreted and construed in

accordance with the law of the State of California.

IN WITNESS WHEREOF, the parties hereto have executed this License as of the date first above written.

LICENSOR: LICENSEE: Stuart M. Ketchum Downtown YMCA Screen Gems Productions, Inc.

By: By:

Its: Its:

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EXHIBIT “A” FILMING AREAS

All filming will be restricted to the plaza exterior which includes the space connecting to the ‘Sky Bridge’ for access.

Licensee’s employees will not move or remove banners, signs or fixtures from YMCA property. Requests for moving such items must be made in advance by Licensee to YMCA personnel.

Smoking is prohibited on YMCA property at all times. Pedestrian access through the film area shall not be impeded except as needed for intermittent traffic control, i.e. 30-second holds.

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EXHIBIT "B"

RULES AND REGULATIONS

1. No sign, placard, picture, advertisement, name or notice shall be inscribed, displayed or printed or affixed on or to any part of the outside or inside of the Project (including the Garage) without the written consent of Licensor first had and obtained. Licensor shall have the right to remove any such sign, placecard, picture, advertisement, name or notice, unless Licensor has given written consent, without notice to and at the expense of Licensee. Licensor shall not be liable in damages for such removal unless the written consent of Licensor has been obtained. All approved signs shall be printed, painted, affixed or inscribed at the expense of Licensee by Licensor or by a person approved by Licensor in a manner and style acceptable to Licensor.

2. The sidewalks, halls, passages, exits, entrances, elevators and stairways of the Garage and any other portion of the Project shall not be obstructed by Licensee or used by Licensee for any purpose other than for ingress and egress from the Project and filming of the License Area and the airspace above the Project. The halls, passages, exits, entrances, elevators, stairways, balconies and roof are not for the use of the general public and Licensor shall in all cases retain the right to control and prevent access thereto by all persons whose presence in the reasonable judgment of Licensor shall be prejudicial to the safety, character, reputation and interests of the Project and its tenants, provided that nothing herein contained shall be construed to prevent such access to persons with whom Licensee normally deals in the ordinary course of Licensee’s business unless such persons are engaged in illegal activities. Licensee nor employees or invitees or Licensee shall not go upon the roof of the Project.

3. Licensee shall not alter any lock or install any new or additional locks or any bolts on any door of the Project without the written consent of Licensor.

4. The toilet rooms, toilets, urinals, wash bowls and other apparatus within the Garage, if any, shall not be used for any purpose other than that for which they were constructed and no foreign substance of any kind whatsoever shall be thrown therein and the expense of any breakage, stoppage, or damage resulting from the violation of this rule shall be borne by the tenant or licensee who, or whose employees of invitees, shall have caused it.

5. Except during periods of photography, filming or sound recording only, Licensee shall not use, keep or permit to be used or kept any foul or noxious gas or substance in the Project or permit or suffer the Project to be occupied or used in any manner offensive or objectionable to Licensor or other occupants of the Project by reason of noise, odors and/or vibrations, or interfere in any way with other occupant or those having business therein, nor shall any animals (other than as required for handicapped persons) or birds be brought in or kept in or about the Project or the Garage.

6. No cooking shall be done or permitted by Licensee on the Project, nor shall the Project be used for the manufacture or storage of merchandise, for washing clothes, for lodging, or for any improper, objectionable or immoral purpose.

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7. Licensee shall not use or keep in the Project or the Project any kerosene, gasoline or inflammable, explosive or combustible fluid or material, or use any method of heating or air-conditioning other than that supplied by Licensor.

8. Provided that Licensor does not unreasonably interfere with Licensee's rights hereunder, Licensor reserves the right to close and keep locked all entrance and exit doors and otherwise regulate access of all persons to the halls, corridors, elevators, and stairways in the Project on Sundays and legal holidays and on other days between the hours of 7:00 p.m. and 7:00 a.m., and at such other times as Licensor may deem reasonably advisable for the adequate protection and safety of the Project, its occupants and property in the Project Licensor shall in no case be liable for damages for any error with regard to the admission or exclusion from the Project of any person.

9. Licensee must observe strict care and caution that all water apparatus are entirely shut off before Licensee or Licensee’s employees leave the Project, and that all electricity, gas or air (if any) shall likewise be carefully shut off, so as to prevent waste or damage.

10. Except for the representatives, agents and employees of Licensee with valid identification, Licensor may refuse admission to the Project outside ordinary business hours to any person not known to the watchman in charge or not having a pass issued by Licensor or not properly identified, and may require all persons admitted to or leaving the Project outside of ordinary business hours to register. Any person whose presence in the Garage and the Project at any time shall, in the reasonable judgment of Licensor, be prejudicial to the safety, character, reputation and interests of the Project or its occupants may be denied access to the Project or may be ejected therefrom.

11. Licensor shall have the right to prohibit any advertising by Licensee which, in Licensor’s reasonable opinion, tends to impair the reputation of the Project or its desirability as a location for offices, and upon written notice from Licensor, Licensee shall refrain from or discontinue such advertising.

12. Canvassing, soliciting and peddling within the entire Project (including the Garage) is prohibited unless specifically approved by Licensor and Licensee shall cooperate to prevent such activity.

13. All parking ramps and areas plus other public area forming a part of the Project shall be under the sole and absolute control of Manger with the exclusive right to regulate and control these areas. Licensee agrees to conform to the rules and regulations that may be established by Licensor for these areas from time to time.

14. The freight elevator shall be available for use by Licensee, subject to such reasonable scheduling as Licensor shall deem appropriate. Licensee and all persons associated with Licensee shall utilize the freight elevator to enter and leave the Licensor Area and shall not be allowed to utilize the passenger elevators or any entrance to the lobby at any time for equipment. The persons employed by Licensee to move equipment or other items in or out of the Garage must be reasonably acceptable to Licensor. Licensor shall have the right to prescribe the weight, size and position of all equipment, materials, supplies or other property brought into the Garage. Heavy objects shall, if considered necessary by Licensor, stand on wood strips of such thickness as is necessary to properly distribute the weight of such objects. Licensor will not be

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responsible for loss of or damage to any such property from any cause, and all damage done to the Garage by moving or maintaining Licensee’s property shall be repaired at the expense of Licensee.

15. Except with the prior consent of Licensor, Licensee shall not sell, or permit the sale from the Project, or use or permit the use of any sidewalk or mall area adjacent to the Project for the sale of any goods, merchandise or service, other than as provided herein, nor shall the Project to be used for manufacturing of any kind, or for any business or activity other than that specifically provided for in the License.

16. Licensee shall not use in any space, or in any common areas of the Project, any hand trucks except those equipped with rubber tires and side guards or such other material-handling equipment as Licensor may approve. No other vehicles of any kind shall be brought by Licensee into the Project or kept in or about the Project.

17. All loading and unloading of supplies, materials, garbage and refuse and delivery of same to the Project shall be made only through such entry ways and elevators and as such times as Licensor may designate. In its use of the loading areas designated by Licensor, Licensee shall not obstruct or permit the obstruction of said loading areas, and at no time shall Licensee park vehicles therein except for loading and unloading.

18. Licensor may direct the use of all pest extermination and scavenger contractors at such intervals as Licensor may require.

19. Licensee shall not use the name of the Project and the buildings therein in any respect other than as an address of its operation in the Project without the prior written consent of Licensor.

20. Whenever the word “Licensee” occurs in these Rules and Regulations, it is understood and agreed that it shall mean Licensee’s associates, Licensees, clerks, employees and visitors. Whenever the word “Licensor” occurs in these Rules and Regulations, it is understood and agreed that is shall mean Licensor’s assigns, licensees, clerks, employees and visitors as well as Agent.

21. Licensor reserves the right to make such other and reasonable rules and regulations as in its judgment may from time to time be needed for the safety, care and cleanliness for the Project, and for the preservation of good order therein.

22. No booms, cranes lifts, trucks or heavy equipment will be allowed on the courtyard/roof at anytime.

23. The mission of the YMCA is to promote healthy spirit, mind and body. Under no circumstances will the YMCA agree to allow filming of subject matter that violates the Judeo-Christian values we promote. Unacceptable subject matter includes, but is not limited to, profanity, promiscuity, nudity, pornography and / or the promotion of alcohol, tobacco products or illegal drugs. Content and use of production material must be disclosed and approved in writing prior to commencement of this agreement.

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24. Licensee is responsible for providing all electrical need. Licensor is not responsible for equipment left on premises. Licensor is not responsible for peripheral noise or sound emitting from the License area or adjacent area.

25. Licensee hereby agrees that the no references, visual, verbal or otherwise, will be made to the name, image or likeness of the YMCA and Licensee herby further agrees that the YMCA logo will not appear in any manner, shape or form within the content of The Film

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EXHIBIT “C”

INDUSTRY CODE OF CONDUCT

To the Industry: You and your production company can either make or break this location. You are guests and should treat this location with courtesy. You make the difference!

To the Public: If you find this production company is not adhering to this code of conduct, please call the California Film Commission and (213) 736-2465.

1. Make sure all catering, craft service, construction, strike and personal trash is removed from the location.

2. When filming in a neighborhood or business district, proper notification is to be provided to each merchant or neighbor within a 200 -foot radius of the actual location. The filming notice should include:

* name of company * name of production * kind of production (e.g. feature film) * duration of activity (e.g. 7a.m. to 7 p.m. * company contact (1st AD, UPM, location Licensor) This notice should be distributed with the Code of Conduct.

3. Cast and crew meals shall be confined to the area designated in the location agreement or permit. Individuals shall eat within the designated area, during scheduled crew meals.

4. Removal, trimming and/or cutting of vegetation or trees is prohibited unless approved by the permit authority and Licensor.

5. All signs erected or removed for filming purposes will be removed or replaced upon completion of the day’s filming, unless otherwise stipulated by the location agreement or permit.

6. The company shall keep noise level as low as possible.

7 Production vehicles arriving on location in or near a residential neighborhood should enter the area at a time no earlier than that stipulated in the permit, and park one by one, turning off engines as soon as possible.

8. The removal, moving or towing of the public’s vehicles is prohibited without the express permission of the municipal jurisdiction, Licensor and driveway owner.

9. Do not park production vehicles in, or blocking driveways without express permission of the municipal jurisdiction, Licensor and driveway owner.

10. All members of the cast and crew are to behave in a courteous manner.

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11. Articles of clothing which display vulgarities should not be worn by an employee of the production company.

12. The company shall not interfere with the normal activities of the neighborhood, unless specified in the location agreement or permit.

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EXHIBIT “D”

LICENSE FEE

The License Fee shall be computed in accordance with the following production schedule and fee schedule:

I. PRODUCTION SCHEDULE.

Preparation dates: None

Shoot date: August 8, 2014

Holding dates: None

Strike dates: None

Total Days: 1

II. LICENSE FEE SCHEDULE (Estimate).

# of Days Daily Rate Total

Prep Day(s) 0 $ 0.00 $ 0.00 Shoot Day(s) 1 $10,000.00 $10,000.00 Strike Day(s) 0 $ 0.00 $ 0.00 Hold Day(s) 0 $ 0.00 $ 0.00

Total: $ 10,000.00

Items in the License Fee Schedule are defined as follows:

A “prep day” and “strike day” are any day other than a “support day,” “shoot day” or “holding day," as defined below, upon which Licensee conducts construction, installation, dismantling, restoration or removal operations in the License Area.

A “shoot day” is any day upon which Licensee conducts video or film

photography or recording, or both, in the License Area. Any day designated a “shoot day” shall be considered such by the parties whether the camera rolls or not.

A “holding day” is any day other than a “preparation day," “strike day,” “support

day” or “shoot day," on which the License Area is occupied by Licensee’s personnel, equipment or both.

A Prep day shall be considered 12 hours, a Shoot day shall be considered

12 hours and a Strike day shall be considered 1 2 hours. Licensee’s use of the License Area for longer than the allotted quantity of hours in any one calendar day will be considered overtime and will entail an increase in the License Fee, which will be billed on a prorated semi-hourly basis.

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The following rates will apply for any of the services needed in connection with the production. The regular time rate will be billed for the first eight hours of continuous work. The overtime rate will apply after the first eight hours of continuous work.

A. Site Coordinator (required whenever any prep, strike or shoot activity

occurs) $50.00 per hour

Total

Personnel Reg. Rate O.T. Rate D.T. Rate (B) Building Engineer TBD $75.00 1.5 x reg rate 2 x reg rate (C) YMCA Employee TBD $40.00 1.5 x reg rate 2 x reg rate

Multi-purpose rooms may be available for rental inside the YMCA during the License

Term. Use of such rooms requires an additional rental fee and a YMCA employee or

engineer to be present during non-business hours.

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LICENSE RIDER

Rider to License between Stuart M. Ketchum Downtown YMCA ("Licensor") and Screen Gems Productions, Inc. ("Licensee") dated as of July 22, 2014.

(intentionally left blank)

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