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CONFIDENTIAL – FOR DISCUSSION PURPOSES ONLYSONY PICTURES RELEASING INTERNATIONAL CORPORATION

Sony Version 2.1 (January 15, 2013)[Note to GH: A separate agreement will be drafted for each individual entity – Golden Harvest, MCL and Newport chains in Hong Kong, as well as VieShow in Taiwan.]

Binding Memorandum of Understanding

This Binding Memorandum of Understanding, dated as of January __, 20132 (the “Execution Date”), together with all exhibits and attachments hereto (collectively, the “MOU”), sets forth the basis of an understanding regarding a digital cinema deployment support transaction between Sony Pictures Releasing International Corporation (“Sony”) and [Insert Legal Name of applicable Entity] (“Exhibitor”). Sony and Exhibitor are, collectively, the “Parties” and each of them individually is a “Party.” Upon execution, this MOU shall constitute a valid and binding agreement between the Parties until such time as this MOU expires or is terminated in accordance with its terms. This MOU is intended solely for the benefit of the Parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person or entity other than the Parties hereto. This MOU constitutes the complete agreement between the parties and supersedes all prior agreement and understandings, whether written or oral, between them.

General Concept Applicable Term/Condition

General Structure Subject to the terms of this MOU, Sony agrees to pay DCFs (as described below under the heading Digital Conversion Fees) to Exhibitor, during the Payment Term (as described below under the heading “Payment Term”), for engagements of digital titles on Exhibitor’s digital projection systems. The Parties agree to the terms and conditions contained in this MOU. For the avoidance of doubt, Sony’s obligations hereunder relate to, and only to, Bookings of Sony Digital Content made by Sony and/or by the Sony Distribution Entity (as defined below under the Heading “Sony Distribution Entity”). For purposes hereof, “Sony Digital Content” means content created, produced, released or acquired by Sony or Sony’s affiliates that SonySPRI and/or Sony Distribution Entity has the right to distribute theatrically in the applicable Country (as defined below under the heading “Countries Covered (Territory)”).

After the Term (as described below under the heading “Payment Term”), Sony will have no further obligations and can supply digital titles to each complex that contains, or ever contained, digital projection systems covered hereby free of a DCF or any other fee (whether payable to Exhibitor or any other third party (including, deploying entities).

Payment Term Subject to the terms of this MOU (including those related to Limited Retroactive DCFs as described below under the heading “Limited Retroactive DCFs”), DCF payments will be made during the “Payment Term” which shall be the period commencing on satisfaction of the Conditions Precedent (as described under the heading “Conditions Precedent” below), through the earliest of (i) December 31, 2015; (ii) the earliest date that any Major US Studio, excluding the Volume Commitment Studio (as described below under the heading “Conditions Precedent”), is relieved of its obligation to pay (whether or not such obligation arose under a deployment agreement, but excluding obligations under deployment agreements signed prior to the Execution Date with Major US Studios, to the extent that such deployment agreements call for a payment period of at least five (5) years and payments were, in fact, made during the entirety of such period) or Exhibitor is no longer pursuing collection of fees with respect to all or any subset of the exhibitions of such Major US Studio’s digital content on all or any subset of Exhibitor’s digital systems in the Territory; and (iii) the date resulting from the application of all applicable Payment Term adjustments as described below under the heading “Certain Adjustments; Special Situations.” For purposes of this MOU, the “Term” shall be the period commencing on the Execution Date and ending upon

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the conclusion of the Payment Term. Exhibitor shall promptly notify Sony in writing and in reasonable detail if any event underlying (or potentially underlying) clause (ii) or (iii) above occurs. For purposes of this MOU, the “Major US Studios” shall mean the studios/distributors known as Sony, Disney, Fox, Warner Bros., Universal, and Paramount and each such studio/distributor (taken together with its affiliates) shall be a single “Major US Studio.”

Conditions Precedent No DCFs (or other fees or amounts) will be paid until all of the following conditions (the “CP”) are met:

Exhibitor has entered into long-term deployment agreements that cover the Territory with at least five (5) Major US Studios (including Sony), where all such distributors are required (without satisfaction of additional conditions) to pay a fee (e.g., DCFs or similar fees) in an amount at least equal to market rates and where all such distributors are, in fact, paying such DCFs or similar fees for at least as long as the Payment Term; provided, however, that, without affecting any elements of the CP other than the period over which DCFs or similar fees must be paid, one (but no more than one) Major US Studio may be required to pay DCFs or similar fees for a period of time that is shorter than the Payment Term so long as such Major US Studio is bound to deliver a certain number of DCF or other similar fee bearing bookings in order to receive such shorter payment period (such studio, so long as it meets the requirements for such a shorter payment period, is the “Volume Commitment Studio”);

Exhibitor shall certify its satisfaction of the CP by means of written certification executed by an authorized officer of Exhibitor and will re-certify its satisfaction from-time-to-time upon reasonable request by Sony.

In the event the CP is not satisfied within 9 months following the Execution Date, Sony’s DCF payment obligations will be suspended (without accrual and without any extension of the Payment Term) until the CP is satisfied.

Countries Covered (“Territory”)

Hong Kong OR Taiwan as applicable [NOTE to GH: Agreements will be tailored to each participating circuit.]

Roll Out Period The “Roll Out Period” will end on December 31, 2013. Certain ramifications applicable to deployments after this period are described below under the heading “Certain Adjustments; Special Situations” below.

Footprint Each screen at each of Exhibitor’s complexes (i.e., theaters programmed and owned or operated by Exhibitor) in the Territory that exist as January 1, 2011 (the “New Screen Cutoff Date”) will be converted to digital. Such screens and complexes existing as of the New Screen Cutoff Date are described in reasonable detail in Exhibit C to this MOU. Additionally, in the event Exhibitor acquires from a third party additional, complexes (that were in existence as of the New Screen Cutoff Date), Exhibitor shall convert them to digital; provided, however, that such acquired systems will be subject to all MIPS-related provisions (MIPS shall be as described below under the heading “Maximum Included Projection Systems”), as well as provisions related to new screens and the Roll Out Period, etc., and, if such acquired systems are already covered by a digital cinema deployment agreement between Sony and a deploying entity or another Exhibitor, Sony may elect to have such systems remain subject to such existing agreement.

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Maximum Included Projection Systems

The maximum number of included projections systems (“MIPS”) shall be [ ].[Note to GH: Each individual agreement will have the following: 26 for Golden Harvest in Hong Kong, 35 for MCL and The Grand in Hong Kong, 9 for Newport in Hong Kong, 93 for VieShow in Taiwan.]

Minimum Per Complex Deployment

Deployment Requirements for each complex:- 50% of complex as an initial condition to DCFs for such complex (“Complex

Milestone 1”); and- 75% of complex to be digital within 18 months from execution (“Complex Milestone

2”); and - 100% of Complex to be digital by the end of the Roll Out Period (“Complex

Milestone 3”).

For the avoidance of doubt, with respect to each Complex: - No DCFs (or other fees or amounts) will be due and payable by Sony until Complex

Milestone 1 is achieved;- If Deploying Entity meets Complex Milestone 1, but does not achieve Complex

Milestone 2 by the required date, DCFs for each Sony Booking at such Complex will be discounted by 50% until the deployment percentage required by Complex Milestone 2 is met; and

- Notwithstanding anything to the contrary herein, If Deploying Entity does not achieve Complex Milestone 3 by the end of the Roll Out Period, then all Sony Bookings (as defined below under the heading “Booking Decisions”) at such Complex will be discounted as follows:

- If, as of the end of the Roll Out Period, at least 75% (but less than 100%) of the screens at the Complex have been converted to digital, DCFs for Sony Bookings at the Complex shall be discounted by 50% for the duration of the Term (regardless of whether or not Deploying Entity ultimately achieves the deployment percentage required by Complex Milestone 3 at such Complex); and

- If, as of the end of the Roll Out Period, fewer than 75% of the screens at the Complex have been converted to digital, no DCFs shall be payable for any Sony Bookings at the Complex for the duration of the Term (regardless of whether or not Deploying Entity ultimately achieves the deployment percentage required by Complex Milestone 3 at such Complex).

Exhibitor shall be excused from any failure to achieve the milestones to the extent such failure is caused by Exhibitor 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 Exhibitor provides proof to Sony that (A) Exhibitor is able to pay for such components if they were available and (B) Exhibitor has, in fact, ordered such components (and is otherwise in full compliance with its obligations related to such order).

Previously Deployed Systems Digital systems deployed prior to the execution date shall be covered by this MOU. In all events they must comply with (or be upgraded to comply with) all applicable system requirements.

New Screens The intent of this MOU is to support the conversion of existing screens from 35mm to digital only. Accordingly, Sony will not pay for Exhibitor’s expansion, but does expect future

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expansion to be digital. Certain financial treatment of new screens (i.e., screens not in existence and open for commercial exhibition operations as of the New Screen Cutoff Date) will be as described below under the heading “Certain Adjustments; Special Situations.”

Acquired Systems If Exhibitor acquires (or otherwise comes to own or control) digital projection systems which were originally deployed or installed by a third party, then Exhibitor shall notify Sony in writing and:

- With respect to any acquired systems that were acquired from an entity with which Sony already has an agreement , Sony may elect to continue to use such systems subject to such other agreement and Exhibitor shall comply with, and be responsible for, the terms and obligations applicable under such other agreement as if Exhibitor were Sony’s counterparty to such other agreement; and

- If (i) any acquired systems were acquired from an entity with which Sony did not already have an agreement or (ii) Sony elects not to have such other agreement apply, any such digital projection systems will be subject to this MOU (including, without limitation, with respect to provisions related to system requirements/compliance, new screens, previously deployed systems, MIPS, etc.).

In light of the defined footprint, it is anticipated that there will be no acquired systems.

System Transfers or Grants If Exhibitor sells, assigns or otherwise transfers its rights in any covered digital projection system, Exhibitor will require the transferee to acknowledge to Sony in writing that if and for so long as such transferee owns or controls such a system that remains in any complex (whether a complex of Exhibitor, the transferee or otherwise), if requested by Sony, such system will remain subject to Sony’s rights under this MOU. If Exhibitor grants any third party a security interest in any covered digital projection system, Exhibitor will require the secured party to acknowledge to Sony in writing that if such secured party forecloses on, or otherwise takes possession of, any such system, if and for so long as such system remains in any complex (whether a complex of exhibitor, any transferee or otherwise), if requested by Sony, such system will remain subject to Sony’s rights under this MOU.

DCI Spec Compliance All digital projection systems shall be compliant with the DCI Specifications as contemplated by, and in accordance with, Exhibit B attached to this MOU.

Booking Decision For purposes hereof a “Booking” means a written license agreement between a content distributor and Exhibitor pursuant to which Exhibitor agrees to exhibit an item of content (including multiple versions of the same title) for a period of time at a complex on a specified screen or screens, which agreement is entered in advance of the initial exhibition of the content on the applicable screen or screens). Sony and Exhibitor acknowledge that the decision by Sony to seek to Book or license, and the decision by Exhibitor to exhibit, any Sony content, whether as digital content, or as a 35mm print or otherwise is not part of the scope of the deployment agreement and will be covered by separate agreements between the Parties and/or case-by-case Booking negotiations. For the avoidance of doubt references to Sony Bookings or Bookings of Sony Digital Content include Bookings by Sony and/or the Sony Distribution Entity to the extent, and only to the extent, such Bookings relate to Sony Digital Content.

Digital Conversion Fees Digital Conversion Fees (“DCFs”) will be payable on a Standard Rate basis, as described in more detail below.

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FOR HONG KONG: Bookings where the duration of the applicable content’s engagement run is essentially unlimited are “Standard Rate” Bookings. DCFs for Standard Rate Bookings will be based on the theatrical distribution week in which the Booking commences (i.e., timing of booking in relation to the applicable content’s initial release date in the Territory).

The Standard Rate DCF that will apply for an item of Sony Digital Content Booked for exhibition commencing in its first two theatrical distribution weeks (the “Break Rate”) will be 4,650 Hong Kong Dollar (“HK$”). For Bookings with exhibition commencing in subsequent theatrical distribution weeks, the DCFs will be as follows: (i) weeks 3 through 5, 20% of the BreakStandard Rate; and (ii) week 6 and beyond, no DCF.

“Individual Exhibition” Bookings are Bookings made in addition to a Standard Rate Booking at the same Complex where Sony books the applicable screens for certain specified screens and exhibitions only. The DCFs for Individual Exhibition Bookings will be HK$390 per exhibition, capped at the otherwise applicable Standard Rate DCF that would apply had such Booking been made on a Standard Rate basis (commencing in the theatrical distribution week in which the first Individual Exhibition Booking took place).

FOR TAIWAN: Bookings where the duration of the applicable content’s engagement run is essentially unlimited are “Standard Rate” Bookings. DCFs for Standard Rate Bookings will be based on the theatrical distribution week in which the Booking commences (i.e., timing of booking in relation to the applicable content’s initial release date in the Territory). Where the Booking period for an item of content commences during such item of Sony Digital Content’s first or second theatrical distribution week, if such Booking receives a run of less than two release weeks and/or does not receive at least four exhibitions on the applicable screen per day during this time, then no DCF shall be payable for such Booking.

The Standard Rate DCF that will apply for an item of Sony Digital Content Booked for exhibition commencing in its first two theatrical distribution weeks (the “Break Rate”) will be the New Taiwan Dollar (“NT$”) equivalent of US$600 (which equivalent will be calculated as described under the heading “Currency” below) for Bookings. For Bookings with exhibition commencing in subsequent theatrical distribution weeks, the DCFs will be as follows: (i) weeks 3 through 5, 20% of the BreakStandard Rate; and (ii) week 6 and beyond, no DCF.

“Individual Exhibition” Bookings are Bookings made in addition to a Standard Rate Booking at the same Complex where Sony books the applicable screens for certain specified screens and exhibitions only. The DCFs for Individual Exhibition Bookings will be the NT$ equivalent of US$50 per exhibition, capped at the otherwise applicable Standard Rate DCF that would apply had such Booking been made on a Standard Rate basis (commencing in the theatrical distribution week in which the first Individual Exhibition Booking took place).

Limited Retroactive DCFs Subject to the terms of this MOU, Sony will accrue DCFs for Sony Bookings on systems covered by this MOU (i) for the following Sony titles exhibited in 3D format only: Cloudy With a Chance of Meatballs, Resident Evil 3, Green Hornet and Priest; and (ii) during the period commencing on January 1, 2011 through the date the CP is satisfied (such DCFs being “Limited Retroactive DCFs”). Limited Retroactive DCFs shall accrue, subject to the terms of this MOU, for the applicable Booking so long as Exhibitor certifies in writing to Sony that all other Major US Studios are required to, and actually do, pay DCFs (or other similar fees) in an amount at least equal to market rates with respect each and every Booking of their digital content during such period. For the avoidance of doubt, (a) the amounts accrued as Limited Retroactive DCFs hereunder shall not be paid unless and until DCFs otherwise become

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payable under this MOU (e.g., until satisfaction of the CP as well as of the deployment-related conditions to DCF payment) and (b) Sony’s Limited Retroactive DCF-related obligations shall cease or be suspended, as applicable, whenrever Sony’s general DCF obligations cease or are suspended (e.g., if Sony’s DCF payment obligations cease due to the occurrence of a situation that ends the Payment Term as set forth above under the heading “Payment Term,” Sony’s Limited Retroactive DCF obligations shall also cease).

DCF Exceptions No DCFS (or other fees or amounts) will be payable by Sony for:- Trailers, advertising, and pre-show programming;- Any exhibition of Sony Digital Content without a Booking (expansions, interlockings,

etc. that are not requested or approved by Sony shall not be deemed Bookings even if Sony’s Booking reports are updated to reflect such exhibitions (e.g., for film rental collection purposes));

- Concurrent exhibitions of Sony Digital Content to fulfill the terms of a Booking;- Any Booking where the actual exhibitions during the entire Booking period do not

fulfill or satisfy both the minimum number of exhibitions per day and minimum Booking period that were agreed to by Sony and Exhibitor when the Booking terms were reached, regardless of the number of screens on which the underlying Sony Digital Content was actually shown in a Complex;

- Shorts of less than 15 minutes; - Moveovers between screens within a complex (provided that, for purposes of

clarification, a DCF will still be payable in connection with the first Booked screen at such complex);

- Bookings of content on IMAX screens;- Bookings at complexes where Exhibitor has failed to secure the right to be the

exclusive provider of digital projection systems (including digital systems) for such complex and where Sony has already incurred or accrued due a fee to another entity for the exhibition of Sony Digital Content (e.g., a digital conversion fee, a virtual print fee, etc.);

- Grand-opening screenings and pre-opening studio screenings (including Exhibitor trade screenings, preview screenings, press junkets, word-of-mouth screenings, recruited screenings, charity screenings, festival screenings and research screenings);, provided, however, nevertheless that, if the movie is not being booked aton that particular Complex where such screening takes placecinema, then Sony will pay the DCFP at the Individual Exhibition Booking rate;

- Governmental screenings and non-commercial screenings; provided, however, that if such screening generates revenue, Sony shall pay the applicable Individual Exhibition Booking rate;

- Digital conversion within 10 days of initial exhibition or moveover from non-digital to digital;

- Bookings that open on a 35mm screen that converts to digital during engagement;- 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 wide release or is 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);

- Bookings of Sony Digital Content that are displaced by non-Sony Digital Content that is being exhibited for the first time in such complex and for which Exhibitor does not receive a DCF;

- Bookings at any: (i) MIPS-Exceeding Complex; (ii) complex containing any New Screen Systems; and/or (iii) Post-ROP Complex. Each of the foregoing items is

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described in more detail below under the heading “Certain Adjustments; Special Situations.”

DCF Credits A credit in the amount of 100% of the DCF paid or payable will be applied under the following circumstances:

- Where Sony ceases exhibition of an item of digital content due to a security failure (i.e., the occurrence of any events or circumstances 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 (including, without limitation, by way of interception of data streams), use or distribution);

- If an unused 35mm print is delivered due to:- In-complex moveover from non-digital to digital screen;- Breach of obligations by Exhibitor;- Missed exhibition of digital content (other than at Sony’s fault); or - Request from Exhibitor after digital version provided.

- Where there has been a Quality Ffailure (as defined below) during the first or second week of the applicable Booking.

Additionally, Sony will receive a credit in the amount of US$200 if a DCP or both the DCP and KDMey need to be delivered, or US$50 if just the KDMey needs to be delivered, due to (i) conversion within 10 days in advance of initial exhibition, (ii) conversion during the Booking period (i.e., opened in 35mm but Booked screen converts during engagement); or (iii) a moveover from non-digital to digital screen.

Taxes; Invoicing

This has been explained and accepted in AUG 2012

Sony will pay any VAT imposed on DCF payments so long as reasonable steps can be taken to recover or reclaim such local VAT. Sony will not be responsible for any other taxes. Exhibitor shall submit a reasonably detailed invoice (on a per Sony Digital Content basis) to Sony’s affiliate or designated entity in the Territory (which affiliate or entity will be as set forth below) on a monthly basis (no other items or notices shall be sent to such affiliate or entity without Sony’s express written instructions to do so). Undisputed amounts shall be due and payable within 45 days after receipt of the applicable invoice. All payments made by Sony under this MOU 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 (i) withhold the legally required amount from the payment(s), (ii) remit such amount to the applicable taxing authority, and (iii) deliver to Exhibitor documentation evidencing such remittance.

The affiliate or entity to receive invoices is the Sony Distribution Entity, unless and until otherwise specified by Sony in writing.

Currency FOR TAIWAN ONLY: Subject to the collar provisions described below, DCFs shall be calculated in the NT$ equivalent of the applicable US$-based DCF (as expressed in this MOU) specified herein. Such currency calculation shall be made using the daily exchange rate published in the Wall Street Journal on the Execution Date.

Notwithstanding the foregoing, if the daily exchange rate published in the Wall Street Journal on the date the applicable item of Sony Digital Content is released in the Territory (or, if such date is not a business day, the next succeeding business day) (i) exceeds 110% of the daily

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exchange rate on the Execution Date, then the rate equal to 110% of the daily exchange rate on the Execution Date shall be deemed to be the exchange rate for DCFs for the Bookings of the applicable Sony Digital Content; and (ii) falls below 90% of the daily exchange rate as of the Execution Date, then the rate equal to 90% of the daily exchange rate on the Execution Date shall be deemed to be the exchange rate for DCFs for the Bookings of the applicable Sony Digital Content.

Certain Adjustments; Special Situations:

Deployment-related No DCFs (or other fees or amounts) shall be payable for any Bookings of Sony Digital Content at any complexes containing digital systems that are in excess of the MIPS (each such complex being a “MIPS-Exceeding Complex”).

Roll Out Period-related

No DCFs (or other fees or amounts) shall be paid for any Bookings of Sony Digital Content at any complex at which deployment commenced after the end of the Roll Out Period (each such complex being a “Post-ROP Complex”).

New Screen-related No DCFs (or other fees or amounts) shall be payable for any Bookings of Sony Digital Content at any complexes containing new screens (i.e., screens not in existence and open for commercial exhibition operations as of the New Screen Cutoff Date, whether at existing complexes or new complexes, any such systems being a “New Screen System”).

Maximum DCF Exhibitor-related

FOR HONG KONG:No DCFs (or other fees or amounts) shall be paid for any Bookings of Sony Digital Content at any complex at which the DCFs paid hereunder, together with all other DCFs (and other similar fees and amounts) payable directly or indirectly to, or for the benefit of, Exhibitor (including all amounts paid in connection with the use of the digital projection systems at complexes where Sony has paid any DCFs and amounts paid pursuant to the agreements used to satisfy the CP and the condition described above under the heading “Condition Subsequent”) exceed the HK$ equivalent of US$65,000 (which HK$ equivalent will be calculated as of the Execution Date) times the number of digital projection systems deployed by Exhibitor as of the end of the Roll Out Period.

FOR TAIWAN:No DCFs (or other fees or amounts) shall be paid for any Bookings of Sony Digital Content at any complex at which the DCFs paid hereunder, together with (i) all other DCFs (and other similar fees and amounts) payable directly or indirectly to, or for the benefit of, Exhibitor (including all amounts paid in connection with the use of the digital projection systems at complexes where Sony has paid any DCFs and amounts paid pursuant to the agreements used to satisfy the CP and the condition described above under the heading “Condition Subsequent”) and (ii) the aggregate amount of any government subsidies provided directly or indirectly to Exhibitor in connection with, or to encourage, Exhibitor’s conversion from 35mm projection to digital projection systems, together in the aggregate, exceed the NT$ equivalent of US$65,000 (which NT$ equivalent will be calculated as of the Execution Date) times the number of digital projection systems deployed by Exhibitor as of the end of the Roll Out Period. Notwithstanding the foregoing, any government subsidies received in aggregate will reduce this amount.

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General Concept Applicable Term/ConditionSubsidy-related FOR HONG KONG ONLY:

To the extent that the Exhibitor directly or indirectly receives any government subsidies, the Payment Term for the Territory shall be shortened as described below (the “Government Subsidy-Related Adjustment”). For each HK$ equivalent of US$1,000 (which equivalent shall be calculated as of the date the applicable amounts are received) of Government Subsidies received (or deemed received) per Exhibitor digital projection system in the Territory on average, the Payment Term for the Territory shall be shortened by one month. For avoidance of doubt, (i) the foregoing calculation is based on dividing the approximate base cost of US$65,000 per system by 60 months (5 years) and (ii) this adjustment calculation shall be performed each time gGovernment sSubsidies are received (or deemed received).

Quality Failure A quality failure arises for an item of Sony Digital Content when two (2) or more consecutive exhibitions or three (3) exhibitions in the aggregate are missed.

Certain ramifications related to quality failures are set forth above under the heading “DCF Credits.”

Endemic Quality Failure An “Endemic Quality Failure” (“EQF”) shall be deemed to occur if more than 10% of Exhibitor’s digital projection systems in the Territory experience a quality failure in any calendar quarter and such quality failures are not appropriately cured during the following calendar quarter.

Certain ramifications related to EQFs are set forth below under the heading “Termination Rights.”

Exhibitor Obligations/Rights:DCP Delivery Costs and KDMey / Trailer Delivery

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, subject to the immediately following sentence, a comparable contribution toward the electronic delivery (e.g., via satellite or fiber optic network). 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 the 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), except that Sony will pay for the digital content to be delivered in digital form to one central point in the territory and Exhibitor will be responsible for the costs of delivery in excess of the cost of delivery to such central point (including the costs of transfer from such central point to each applicable complex).

Exhibitor will 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. Exhibitor will be required to return physical media promptly (and, in any event, no later than the end of the agreed upon engagement period for the applicable item of content), as requested by Sony or Sony’s delivery agent.

To the extent that Sony Digital Content is required to be re-delivered to Exhibitor during the agreed-upon Booking as a result of Exhibitor’s actions, but excluding an agreed-upon re-Booking of such Sony Digital Content, Exhibitor will be responsible for all re-delivery and media costs, including, if applicable, the cost of the hard drives.

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General Concept Applicable Term/ConditionWith respect to key delivery, Sony to be entitled to use Exhibitor network operating center (“NOC”) as a back-up option only for key delivery at no charge to Sony. With respect to trailers, Sony will be entitled to use, at no charge to Sony, Exhibitor’s NOC to provide one copy of each trailer to each applicable Complex and associated KDMseys, if any.

Transfer of Content Exhibitor will not transfer Sony Digital Content outside of the Complex by any means without Sony’s prior written approval.

Exhibitor/Third Party Fees

Exhibitor agrees not to charge Sony, and not to permit any third party to charge Sony, any fees or other charges related to the exhibition, downloading, uploading or preparation of Sony Digital Content.

For the avoidance of doubt, other than the DCFs payable during the Payment Term, Sony will not be obligated to pay any other amounts for the exhibition of Sony Digital Content under the agreement and/or after the expiration or termination of the agreement.

Logs For each item of Sony Digital Content (including motion pictures, trailers, etc.) that is exhibited by a digital projection system, the digital projection generates untampered digitally- signed secure log files (“Log Files”). Exhibitor will (other than to the extent Sony makes the election described below), review the Log Files and segregate data related to Sony Digital Content from the data of other distributor content exhibited on the applicable digital projection systems (without Sony accessing data of other distributor content) and provide such data to Sony. The report containing such segregated Sony data is to be provided upon Sony’s request, 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 aggregated by target motion picture across the applicable Exhibitor’s circuit (e.g., 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 Exhibitor segregate the Log File data, Sony may elect, when disputing reporting from Exhibitor, to have an independent third party selected by Sony (subject to Exhibitor’s approval, which approval shall not be unreasonably withheld) extract the Sony-specific data from the Log Files, in which case Exhibitor shall 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.

In addition, Exhibitor agrees to store Log Files for five (5) years from the release date of such Sony Digital Content.

Protection of IP Exhibitor will, throughout the Term, 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, 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 prevent and detect unauthorized use or access and which will otherwise be equivalent in all respects to the highest standards prevailing in the industry.

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Right to Negotiate With respect to the exhibition of Sony Digital Content, Exhibitor agrees that Sony will have the right to negotiate all terms related to the exhibition of all of Sony’s digital content with the same entity.

Reports Sony to provide film ID reports and Booking reports. Exhibitor to provide deployment reports, post roll out reports, live transmission reports, missed show reports, endemic quality failure reports, security exception reports, etc. Where applicable (e.g., where Exhibitor has a cost recoupment-based arrangement with another content distributor or where Exhibitor provides similar reports to another content distributor), Exhibitor shall also provide to Sony cost recoupment reports. All reports provided hereunder shall be reasonably detailed and shall include all information necessary to verify each Party’s compliance with the terms of the agreement. Exhibit D attached hereto, describes in greater detail the information to be contained in the foregoing reports.

Representations at Signing Exhibitor hereby represents and warrants that, as of the Execution Date, no other distributor receives any of the following (whether directly, indirectly, conditionally or unconditionally), provided that with respect to representations relating to lower fees, on the Execution Date, Exhibitor shall deliver to Sony a Statement of Compliance (as described below in Exhibit A, Section 3 “Audit Rights; Statement of Compliance”):

- a lower fee for a Standard Booking of an item of digital content or a lower maximum fee, in each case, than the applicable fee set forth in the agreement, irrespective of (A) which week the Booking is made in; (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 third year for a 4-week Booking in the first theatrical distribution week is US$600 and the corresponding fee charged to another entity for an analogous Booking is US$300); (C) whether or not the Booking receives a requisite portion of 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 (all available show times) for more than 7 days; (D) the length of the Booking (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 Booked Content is not exhibited for a time period that is less than 14 consecutive days; and (E) 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 Books three (3) Screens in a complex but is only charged two (2) fees for such Bookings). For the avoidance of doubt, subclause (E) above shall not be deemed to have been breached in situations where Exhibitor, acting in its own volition on an ad hoc basis, elects to increase the number of Screens on which an item of Digital Content is exhibited, so long as, and only so long as, (1) Exhibitor treats Sony at least as favorably as Exhibitor treats each other distributor or content provider with respect to such ad hoc expansions and (2) such treatment has not been agreed upon in advance with, or promised to, any other distributor or content provider;

- lower fees than Sony, and/or more flexible payment models than Sony receives under this MOU, with respect to the Booking of digital content;

- a shorter Payment Term than Sony receives under this MOU (except a shorter Payment Term that is attributable to the Volume Commitment Studio reaching its

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agreed upon number of DCF bearing bookings with Exhibitor);- remedies for failure to meet deployment requirements that are more favorable than

those afforded to Sony under this MOU;- a lower number of systems that are subject to DCFs or similar fees;- more favorable treatment to VAT or tax treatment than afforded to Sony under this

MOU;- more favorable treatment (e.g., discounts, rebates, shortened payment periods,

etc.) than Sony receives under this MOU based on content volume, total Bookings, market share or other similar measures;

- additional or better rights to terminate than are granted to Sony under this MOU; and/or

- more favorable treatment (including as to each of the items set forth above) with respect to new screens/complexes, previously deployed systems, acquired systems, etc. than afforded to Sony under this MOU.

Without limiting the generality of the foregoing, to the extent any agreements with other distributors or content providers are tied to conditions that are practically impossible for Sony to meet or that prejudice Sony as compared to other distributors or content providers (e.g., a condition tied to the release of specific content that is controlled by a particular studio), such condition shall for purposes of the foregoing representations and for purposes of the provisions described below under the heading “Most Favored Customer,” be deemed to be waived and/or inapplicable to Sony.

Exhibitor also hereby represents, warrants and covenants, as of the Execution Date, that Exhibitor is charging all other distributors and content providers DCFs or other similar fees, which DCFs or other fees are in an amount at least equal to market rates, for all exhibitions of such distributors’ or content providers’ digital content (excluding exhibitions for which no DCF would be payable under this MOU had the applicable content been Sony Digital Content) on Exhibitor’s digital systems.

Most Favored Customer If, after the execution date, Exhibitor grants to any third party content distributor any terms that, if granted prior to the execution date, would be a breach of the representations described above, then Exhibitor will offer to grant the corresponding terms to Sony. Such offer to Sony will be on a term-by-term basis.

Security Exhibitor will use reasonable efforts to safeguard Sony Digital Content. Such efforts to include implementation and maintenance of “highest industry standards” level security procedures. If circumstances arise which could reasonably result in Sony Digital Content becoming available on an unauthorized basis, Sony maycan take such steps as it deems necessary to protect its intellectual property, including, without limitation, the suspension of certain of Sony’s obligations hereunder and the right to manage and verify the deletion by Exhibitor of Sony Digital Content files and KDMskeys 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 circumstances) and to require the return by Exhibitor of all hard drives containing Sony Digital Content from such Complex(es). For the avoidance of doubt, potential “cam-cordering” will not, in and of itself, give rise to Sony’s enhanced protection rights described in this section.

3D-related Contributions Without limiting any of Exhibitor’s other obligations, no additional payments or contributions related to the exhibition of a digital title in 3D (e.g., 3D eyewear, etc.) will be charged to Sony

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by Exhibitor (or Exhibitor’s affiliates, vendors or service providers).

35mm Product Sony shall have the right to continue to provide content in 35mm format, but shall not be required to do so.

Exhibitor to maintain at least (1) one 35mm projector at each Complex with 3 or more screens until the end of the Roll Out Period.

Sony Distribution Entity As of the Execution Date, Sony Digital Content is distributed theatrically in the Country by the entity set forth below (such entity being the “Sony Distribution Entity”); provided, however, that Sony may, in its unilateral discretion, change the Sony Distribution Entity (to an affiliate of Sony or to a third party) for the Country. In the event Sony so changes the entity serving as the Sony Distribution Entity, Sony shall provide Deploying Entity with prior written notice of such change, which notice shall include the name and address of the new Sony Distribution Entity.

For Hong Kong:Fine Art Film (H.K.) Limited1212 Tower II, Admiralty Centre18 Harcourt Road, Hong Kong

-- Attention Amy Ip

OR

For Taiwan:Buena Vista Film Company, Ltd.4F, No. 1, Hsiang Yang Rd.Taipei, Taiwan

-- Attention Marilyn Chiang

[Signature page follows]

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

SONY PICTURES RELEASING INTERNATIONAL CORPORATION

By:__________________________________Name:Title:

Address for Notices:

Sony Pictures Releasing International Corporation10202 W. Washington Blvd.Culver City, CA 90232Attention: Executive Vice President, Worldwide Marketing Operations (currently, Scott Sherr)Telephone: (310) 244-4727Facsimile: (310) 244-1470Email: [email protected]

And

c/o Sony Pictures Entertainment Inc.10202 W. Washington Blvd.Culver City, CA 90232Attention: Office of General CounselAttention: Legal Department Digital Cinema Representative (currently, Eric Gaynor)Telephone: 310-244-8302Facsimile: 310-244-0510 & 310-244-2169 (fax to both)Email: [email protected]

[APPLICAPLE ENTITY TO BE INSERTED HERE]

By:___________________________________Name:Title:

Address for Notices:

[INSERT ADDRESS HERE]

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mailto:[email protected]

mailto:[email protected]


EXHIBIT A (Standard Terms and Conditions)

The standard terms and conditions set forth below in this Exhibit A are incorporated in, and are a part of, the MOU to which this Exhibit A is attached.

1. Interpretation. The following will apply to this MOU: (i) derivations of a defined term shall have appropriate derivative meanings; (ii) 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; (iii) the Section headings in this MOU are for the convenience of the Parties only and shall not limit, govern or otherwise affect its interpretation in any way; (iv) because, among other things, each of the Parties was involved in the negotiation and preparation of this MOU, should any provision of this MOU require judicial or other interpretation, it is agreed that the terms of this MOU will not be more strictly construed one Party or the other, it being further acknowledged that each Party was given sufficient opportunity to consult legal counsel before the execution of this MOU; and (v) any reference in this MOU to “day” or “days” shall mean calendar day or days, as applicable, unless otherwise specified.

2. Insurance. Exhibitor will maintain at all times during the Term of this MOU commercial general liability insurance including contractual and products/completed operations, with minimum limits of the [HK$ or NT$, as applicable] equivalent of US$3,000,000 (calculated as of the Execution Date) on a per occurrence basis. All such insurance required in this Section 2 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 [for Taiwan only: twA+] or an equivalent rating under a nationally recognized insurance rating agency in the Territory. Exhibitor must furnish certificates of insurance to Sony before commencing performance under this MOU, and the above liability policies shall name or reference Sony as a principal who is entitled to indemnity under such policy and shall include a severability of interest clause.

3. Audit Rights. [NTD: the following is the latest version of such language, which we believe to be final] Each Party will maintain reasonable documentation and records in

connection with the performance of, and as necessary to verify the performance of, its obligations under this MOU. To this end, each Party will, for at least five (5) years from the date of invoice, keep records of all information on which invoices to Sony are based and all other information relevant to this MOU. Each Party (the “Audited Party”) shall allow the other Party (the “Auditing Party”), at the Auditing Party’s sole cost and expense (other than as expressly otherwise set forth below), to carry out the following audits during normal business hours and upon fifteen (15) business days advance written notice, but not more than once in each calendar year (provided that follow up audits will be permitted to resolve any problems uncovered by an audit):a) General Audit . The Auditing Party may audit the Audited

Party’s records to verify whether the DCFs paid or received in aggregate is overcharged or undercharged. Solely for purposes of an audit to confirm the DCFs paid or payable, in the event of Sony being the Auditing Party, it and its representatives shall not have access to the Other Provider Agreements (as defined below), but it and its representatives shall have access to all invoices, receipts and other documents that evidence or confirm any and all payments, refunds, credits and other transactions related to this MOU; provided, however, it is understood that, in all cases, Exhibitor will use its best endeavors to provide access to all relevant documents to facilitate Sony’s audit. To the extent an audit reveals that Exhibitor has overcharged Sony, Exhibitor shall refund to Sony any such overcharge within thirty (30) days after receiving the written notice from Sony. To the extent an audit reveals that Exhibitor has undercharged Sony, Exhibitor shall invoice Sony for such amount, in accordance with the payment provisions of this MOU. Each Party will bear its own costs and expenses in connection with an audit, provided that: (a) where Sony is the Auditing Party and the audit reveals a material non-compliance by Exhibitor, or an overcharge which equals or exceeds 5% of the applicable charges, Exhibitor will reimburse Sony for its reasonable cost and expense of conducting the audit upon receipt of written notice from Sony with respect thereto; and (b) where Exhibitor 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 such undercharge resulted from inaccurate information provided by Sony), Sony will reimburse Exhibitor for its reasonable cost and expense of conducting the audit upon receipt of written notice from Exhibitor with respect thereto.

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b) Statement of Compliance . Exhibitor will maintain all reasonable documentation and records in connection with the performance of, and as may be necessary to verify, Exhibitor’s compliance with its obligations under the “Representations at Signing” and the “Most Favored Customer” provisions of this MOU (together, the “MFC Issues”):

(i) Exhibitor shall prepare and deliver to Sony an annual statement to certify Exhibitor’s compliance with the MFC Issues (the “Statement of Compliance”), which Statement of Compliance will be provided to Sony on an annual basis within 30 days following the applicable anniversary of the Execution Date (it being understood that the final Statement of Compliance shall be provided within 30 days following the actual termination or expiration of this MOU).

(ii) In order to verify the accuracy of the Statement of Compliance, Sony shall have the right, by providing written notice to Exhibitor, to request Exhibitor to conduct an audit of any or all of the Statements of Compliance. Any such audit will be prepared by an internationally recognized independent third party auditor (the “Auditor”) reasonably selected by Exhibitor and retained by Exhibitor, but subject to Sony’s approval (not to be unreasonably withheld), it being understood that, if Exhibitor fails to select an acceptable auditor within 30 days of Sony’s request to conduct an audit, Sony shall be entitled to select an Auditor, who shall be retained by Exhibitor. Sony shall be responsible for all reasonable costs and expenses of such audit. Such audit will be conducted during normal business hours and upon fifteen (15) days advance written notice. Subject to the limitations and restrictions stipulated in (iv) below related to the information to be presented to Sony, to enable the Auditor to audit a Statement of Compliance, the Auditor will have access to any and all records of Exhibitor as are necessary to fully verify the accuracy of the Statement of Compliance including, without limitation, (A) all Other Provider Agreements and (B) all Auditable Confirmation Documents. For the avoidance of doubt, the Auditor’s access to Other Provider Agreements and/or Auditable Confirmation Documents and any audit resulting hereunder will be subject to Section 6 of this Exhibit A.

(iii) The Auditor shall determine in its professional opinion whether the applicable Statement or Statements of Compliance are true, correct and accurate in all material respects and shall deliver a

written determination notice to Sony with respect thereto (the “Determination Notice”). If the Determination Notice states that Exhibitor is non-compliant, such notice shall further include a reasonably detailed description of any and all areas of non-compliance (which description shall, as described below, not include any identifiable data or information regarding which other distributors and other content providers are receiving which terms). In the event of any non-compliance, Sony shall promptly discuss such areas of non-compliance with Exhibitor. Within 30 days of such discussion, Exhibitor will offer to amend the MOU retroactively, which amendment(s) will offer to Sony the terms, on a term-by-term basis, that caused the non-compliance. Exhibitor shall certify that such amendment(s), if accepted by Sony, will fully cure the applicable non-compliance and Sony shall thereafter have the right to seek confirmation of such fact from the Auditor and the issuance of another determination notice, the cost of which shall be borne solely by Exhibitor. If Auditor so confirms, Sony shall accept or reject such amendments on a term-by-term basis and, from and after acceptance of such amendments, the applicable non-compliance shall be deemed cured. If Auditor determines that such MOU amendments are insufficient to cure the non-compliance, Sony shall have the right to immediately terminate this MOU and seek any and all other remedies under law.

(iv) For the avoidance of doubt, (A) in no event will Sony be given direct access to identifiable data regarding other distributors (instead, such data will be provided only to the Auditor and Sony will receive the information and data provided by Exhibitor in the Statement of Compliance and/or the Auditor pursuant to the Determination Notice in redacted, aggregated and/or summarized form, in each case such that the identities of the other distributors are not ascertainable), and (B) Exhibitor’s refusal to provide the Statement of Compliance and/or to comply with Sony’s right to request Exhibitor to conduct an audit in accordance with the terms of this Section 3 (through non-disclosure or otherwise) shall constitute a material breach of this MOU (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

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time as Exhibitor has fully complied with its obligations hereunder and the Auditor has been able to complete an audit).

(v) For purposes hereof, (A) “Other Provider Agreements” means Exhibitor’s digital cinema contribution-related agreements with other content providers and distributors, and (B) “Auditable Confirmation Documents” means all invoices, receipts, credit memos, and other documents and correspondence that are not Other Provider Agreements that evidence or confirm any and all payments, refunds, credits and other transactions related to this MOU or Exhibitor’s Other Provider Agreements, as applicable.

4. 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 MOU or in pursuing any rights granted under this MOU against the Indemnifying Party) (collectively, “Losses”) to the extent caused by the following (each, 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 MOU;

(iii) in the case of Sony as the Indemnifying Party, any Booked Sony Digital Content exhibited pursuant to this MOU on digital systems infringing any patent, trademark, copyright or other intellectual property rights of any third party; and

(iv) in the case of Exhibitor as the Indemnifying Party: (A) personal injury, death or property damage caused by Exhibitor/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 Exhibitor’s obligations under this MOU; (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 MOU except to the extent that the Indemnifying Party is materially prejudiced by the Indemnified Party’s failure to give such notice.

(c) Indemnification 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 7 of this Exhibit A, 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 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; and

(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,

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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.

5. Termination Rights.

(a) Sony. In addition to any other remedy, upon written notice to Exhibitor, Sony shall have the right to terminate this MOU: (i) if (A) Exhibitor 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 Exhibitor, (C) Exhibitor becoming insolvent, (D) a petition under any bankruptcy or analogous act being filed by or against Exhibitor (which petition, if filed against Exhibitor, shall not have been dismissed by the relevant authority within thirty (30) days thereafter), (E) Exhibitor executing an assignment for the benefit of creditors, (F) a receiver being appointed for the assets of Exhibitor, (G) Exhibitor 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) if Exhibitor materially breaches any term or provision of this MOU and fails to cure such breach within forty-five (45) days after being notified of such breach, provided that such forty-five (45) day cure period shall not apply where the breach is not capable of cure; (iii) if Exhibitor assigns this MOU in violation of its terms; (iv) if a security failure exists which is caused by a breach of Exhibitor’s obligations hereunder and such security failure, that is capable of cure, is not cured within thirty (30) days after Exhibitor receives notice of such breach; (v) if Exhibitor signs a deployment agreement with a third party deploying entity covering any of the projection systems under this MOU; or (vi) if Sony otherwise has the right to terminate pursuant to any other provision of this MOU. In the event that Sony exercises a right hereunder to terminate this MOU, 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 MOU.

(b) Exhibitor. Exhibitor may terminate this MOU 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 11 of this Exhibit A which identifies the unpaid amounts and states that Exhibitor will terminate this MOU 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) Exhibitor provides a second notice sent by all methods (i), (ii) and (iii) set forth in Section 11 of this Exhibit A after the expiration of the forty-five (45) day period in subsection (i) above, which second notice identifies the unpaid amounts and states that Exhibitor will terminate this MOU 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, Exhibitor also attempts to contact by telephone the persons contemplated by Section 11 of this Exhibit A and orally inform them of the unpaid amounts and of Exhibitor’s intent to terminate this MOU, provided that if such persons do not answer, Exhibitor will be deemed to have satisfied such obligation by leaving reasonably detailed messages for such persons.

(c) 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.

6. Confidential Information.

(a) 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 MOU except: (i) 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, and Sony Corporation of America)), who have a need to know in order to effectuate the purpose of this MOU, and (ii) to enforce its rights hereunder in a legal proceeding; provided that, (A), such Representatives (including auditors engaged by either Party) 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, (B) in the case of an auditor engaged by any content distributor (including Sony) to conduct an audit that requires access to Exhibitor’s Other Provider Agreements and/or Auditable Confirmation Documents, Exhibitor will disclose to such auditor the applicable Other Provider Agreements (including this MOU, subject to the clarification below) and/or Auditable

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Confirmation Documents to enable such auditor to conduct such audit, and such auditor agrees not to share such Other Provider Agreements (including this MOU, subject to the clarification below) and/or Auditable Confirmation Documents 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 Exhibitor’s agreement with Sony) and in a summary with aggregated and anonymous information from multiple cContent distributors. For purposes of clarification, Exhibitor shall not disclose this MOU to any auditor engaged by a distributor or content provider whose Other Provider Agreement with Exhibitor would not be disclosed to Sony’s auditor had Sony been conducting an audit.

(b) Notwithstanding anything herein to the contrary, Exhibitor 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.

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

7. Limitations on Liability; Damages Exclusions.

(a) IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER THIS MOU, 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 7(a) ABOVE 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) INTENTIONAL HARM, WILLFUL MISCONDUCT OR GROSSLY NEGLIGENT ACTS, FRAUD, OR ANY KNOWING OR INTENTIONAL BREACH OF THIS MOU; (III) A BREACH BY EITHER PARTY OF SECTION 6 ABOVE (CONFIDENTIAL INFORMATION; TRADEMARKS) (IV) THE UNAUTHORIZED USE OR DISTRIBUTION OF SONY DIGITAL CONTENT BY EXHIBITOR OR ANY OF ITS 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 EXHIBITOR OF THIS MOU.

8. Governing Law. This MOU shall be governed by and construed and enforced in accordance with the internal laws of the State of California, USA (without giving effect to any conflicts of laws provisions thereof).

9. Dispute Resolution; No Injunction.

(a) Any controversy or claim arising out of or relating to this MOU, its enforcement, arbitrability or interpretation, shall be submitted to the International Chamber of Commerce (the "ICC") for final and binding arbitration under its Rules of Arbitration for final and binding arbitration, to be held in Hong Kong, before a single arbitrator, 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, by selecting from a list of arbitrators supplied by the ICC. The arbitration shall be a confidential proceeding, closed to the general public. The arbitrator shall issue a written opinion stating the essential findings and conclusions upon which the arbitrator’s award is based. The Parties will share equally in payment of the arbitrator’s fees and arbitration expenses and any other costs unique to the arbitration hearing; provided, however, that each side shall bear its own deposition, witness, expert and attorneys’ fees and other expenses to the same extent as if the matter were being heard in court. Subject to Section 9(b) below, nothing in this paragraph shall affect either Party’s ability to seek from a court injunctive or equitable relief at any time.

(b) Notwithstanding anything to the contrary herein, Exhibitor 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 Sony content, production or project related to Sony, its parents, subsidiaries and affiliates, or the use, publication or dissemination of any advertising in connection with such Sony content, production or project.

10. Assignment. Neither PartyExhibitor may not sell, assign or otherwise transfer this MOU, in whole or in part, by operation of law or otherwise, without obtaining the prior written consent of the other PartySony, which consent shall not be unreasonably withheld (for the avoidance of doubt, for purposes of the preceding sentence it shall not be unreasonable for Sony to withhold such consent if the intended buyer, assignee or transferee, as applicable, is a

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competitor of Sony or any of its affiliates) . For the avoidance of doubt, a change of control of Exhibitor shall, for purposes of this MOU, be deemed an assignment by Exhibitor. Any attempted sale, assignment or transfer of this MOU by either PartyExhibitor without obtaining such prior written consent will be void.

11. 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 Exhibitor shall be as set forth under the applicable Party’s signature.

12. Survival. The following Sections of this MOU shall survive the expiration or termination of this MOU: (i) definitions; (ii) the provisions under the following headings: “Payment Term,” “System Transfers or Grants,” “Booking Decision,” “Exhibitor Obligations/Rights,” and “Taxes; Invoicing: (iii) the following Sections of Exhibit A: 1, 4 and 6 through 14; and (iv) and any other provision of this MOU which by its terms is intended to survive the expiration or termination of this MOU.

13. Waivers. No waiver of any terms or conditions of this MOU 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 MOU, or the failure to require at any time the performance of the other Party of any of the provisions of this MOU, 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.

14. Entire Agreement; Counterparts; Etc. This MOU, including any exhibits, and other attachments, contains the entire understanding of the Parties relating to the subject matter contained in this MOU and supersedes all prior discussions and writings between them. This MOU 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 MOU. If any provision of this MOU 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 MOU will be

valid and enforceable to the fullest extent permitted by law. This MOU 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.

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EXHIBIT B (DCI Specification Provisions)

1. DCI Spec-Related Definitions:

“DCI Compliance Test Plan” means a test developed and approved by Digital Cinema Initiatives, LLC or any successor

thereto (“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 that are documented by means of addenda to the then current version of 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 SMPTE standards or specifications in place as of the Execution Date (ST 428

through and including ST 433) as well as any security-related SMPTE standards or specifications (e.g., DCP packaging and

KDMey authentication and delivery updates) which are formally approved and adopted by SMPTE technology committees

after the Execution Date.

“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 MOU, including Section 2 of this Exhibit B, with respect to compliance

with the DCI Spec and the DCI Spec Compliance Test Plan.

2. DCI Spec Compliance:

(a) General Requirement; Compliance with DCI Spec. Subject to Section 2(b) below, all projectors, playout

servers, media blocks, forensic marking technology, and, if applicable, link encryption capabilities, as well as related

hardware, firmware and software used in digital projection 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.

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(i) First Generation Components . Section 3 below sets forth an exhaustive list of System

Components (“First Generation Components”) for which the requirements in Section 2(a) above have been modified. No

digital projection systems containing projectors that are First Generation Components shall be deployed after the Execution

Date.

(A) Subject to Section 2(d) below, and until otherwise provided for in Section 2(b)(iii), digital

projection systems incorporating the projectors listed in Section 3 below 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, Exhibitor will upgrade such digital projection systems with the

DLP Cinema® Series 1 Security Enclosure by the Execution Date. As between Sony and Exhibitor, Exhibitor is responsible for

all costs of such DLP Cinema Series 1 Security Enclosure upgrades. If the upgrade is not implemented by the Execution

Date, 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 the provisions under the

heading “Taxes; Invoicing” of this MOU until Exhibitor properly and accurately notifies 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 June 30, 2012, the deferred DCFs shall be forfeited by Exhibitor and all Bookings

thereafter shall not be subject to a DCF until the upgrade is completed.

(B) All First Generation Components deployed shall be upgraded to comply with the DCI

Spec, including the FIPS Certification Requirements, within six (6) months after the date that the applicable upgrade or

upgraded component becomes commercially available, provided further that (A) Exhibitor will not be required to upgrade

such digital projection systems which have been deployed in accordance with this Section 2(b) above so long as non-

compliance of such digital projection systems (i.e., projectors, servers and other system components) is solely as a result of

using the DLP Cinema® Series 1 Security Enclosure; and (B) solely with respect to projectors, the deadline for such

projectors to comply will be the earlier of the date that is (y) six (6) months after such compliant projector is commercially

available, and (z) the earliest deadline imposed by any other Major US Studio for such projectors to comply with the DCI

Spec. The cost of all upgrades required by this Section 2(b)(i)(B) are the responsibility of Exhibitor.

(ii) Non-Compliant Components . Subject to this Section 2(b)(ii) and to Section 2(d), prior to

September 30, 2011, Exhibitor may deploy digital projection systems that contain system components that are not First

Generation Components and that are not DCI Spec Compliant at the time of deployment (“Non-Compliant Components”).

For the avoidance of doubt, Exhibitor must comply with its obligations to upgrade such Non-Compliant Components to be

DCI Spec Compliant pursuant to this Section 2(b)(ii). Additionally, notwithstanding anything to the contrary contained

herein, for deployments from and after September 30, 2011, all system components must be DCI Spec Compliant at the

time of deployment.

(A) At the time a Non-Compliant Component is capable of being upgraded to become DCI

Spec Compliant and such upgrade or such upgraded component becomes commercially available, Exhibitor will implement

such upgrades (i) with respect to all downloadable software upgrades, within six (6) months after the date that such

component upgrade becomes commercially available, and (ii) with respect to all upgrades requiring an on-site visit, within

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twelve (12) months after the date that such component upgrade becomes commercially available, provided that during

such periods, Exhibitor uses reasonable efforts to complete such upgrades by such earlier date as is reasonably possible (in

each case, the “Upgrade Deadline”). In the event that Exhibitor fails to meet the Upgrade Deadline, the DCF for any

Bookings of Sony Digital Content thereafter at that Complex containing such Non-Compliant Components shall be deferred

such that the DCF does not become due and payable pursuant to the MOU until Exhibitor notifies Sony in writing that the

upgrades at the Complex are complete (and no interest or other obligations will accrue with respect to such deferred DCFs).

(B) Exhibitor shall use reasonable efforts to cooperate to ensure that each of the

manufacturers of the Non-Complaint Components enter into a non-disclosure agreement with Sony whereby, in the event

such Non-Compliant Component fails the DCI Compliance Test Plan, such manufacturer agrees to disclose to Sony the

complete results of the test.

(C) Until a Non-Compliant Component becomes DCI Spec Compliant, Exhibitor shall use best

efforts to ensure that the applicable manufacturer is diligently pursuing solutions to ensure that such Non-Compliant

Components pass the DCI Compliance Test Plan as promptly as possible. For the avoidance of doubt, once the Non-

Compliant Component becomes DCI Spec Compliant by passing the DCI Compliance Test Plan, Exhibitor shall have until the

Upgrade Deadline to upgrade such systems in accordance with Section 2(b)(ii)(A).

(D) In the event that Sony elects to Book Sony Digital Content on digital projection systems

containing any Non-Compliant Components, Sony will pay any otherwise applicable DCF, 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 or discount the payment of any applicable fees due to such non-compliance, Sony shall also be entitled to

such right.

(c) DCI Compliance Test Plan. Exhibitor 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 2.

(i) With respect to a component that has been submitted for testing prior to the date that any DCI

approved testing entity is capable of administering a new version of the DCI Compliance Test Plan (the “New CTP Version”),

such component will be tested for DCI Spec Compliance using the prior version of the DCI Compliance Test Plan (including

applicable errata thereto issued by DCI that are reflected and able to be tested in such prior version of the compliance test

plan) and shall not be required to be tested under any New CTP Version until otherwise required to be retested under this

Section 2(c); provided, however, if as of the publication of the New CTP Version such component has not passed such prior

version of the DCI Compliance Test Plan requiring re-submissions for testing incorporating updates (e.g. a component did

not pass and revisions were made to address issues), such component must then be tested for DCI Spec Compliance using

the New CTP Version. For purposes of illustration only, if a component is submitted for testing today, DCI Compliance Test

Plan version 1.1 (and any related errata capable of testing) would be used to determine compliance, provided that if such

component did not pass version 1.1 despite making requested revisions by the time the subsequent version is published, it

must be tested under such New CTP Version.

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(ii) 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; provided, however,

that (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 specific type of new version of the applicable hardware, 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, testing in accordance with such limited testing

requirements shall be sufficient for purposes of this MOU. If a new version of software or firmware is introduced, including

upgrades or enhancements, it must be retested according to FIPS 140-2, level 3 (which FIPS Certification Requirement is

required by the DCI Spec) retesting requirements and procedures; provided, however, that (1) 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 software or firmware, and (2) 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 software or firmware, testing in accordance with such limited testing

requirements shall be sufficient for purposes of this MOU. For the avoidance of doubt, the foregoing re-testing

requirements shall be subject to the full satisfaction of the conditions set forth in the then current version of the DCI

Compliance Test Plan, including remaining DCI Spec Compliant throughout the Term.

(iii) The cost of such testing will be borne by Exhibitor, its subcontractors and/or the manufacturer of

such component (as opposed to being borne by Sony). For the avoidance of doubt, the foregoing does not mean that each

copy of such component must be tested, but rather, one production version of such component only must be tested.

(d) Other DCI Spec Requirements and Minimum Requirements.

(i) Notwithstanding anything herein to the contrary, all digital projection 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 2(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 digital projection systems (including digital projection 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 digital projection systems Deployed by Exhibitor 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. Exhibitor will, in good fai th, consider using CRU dockable hard

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drives to receive digital content. Subject to compliance with the DCI Spec, Exhibitor will not take any actions that could

adversely affect the ability of any digital system deployed by Exhibitor to receive digital content via satellite.

(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 Exhibitor 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 and deploying

entities to which their digital content is released and this MOU reflects Sony’s unilateral and independent determination in

that regard.

(f) Miscellaneous.

(i) Exhibitor agrees that the forensic marking technology that it will procure for use with the digital

systems 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, Exhibitor will work with Sony, and other distributors,

exhibitors and/or deploying entities and other users and beneficiaries of the digital systems, in good faith, to determine a

fair and equitable manner of allocating the costs of such new forensic marking technology.

(iii) During the Term, Exhibitor will be responsible for promptly maintaining, repairing and servicing

the digital systems deployed throughout the Territory, and where necessary, replacing them.

(iv) Exhibitor shall permit Sony or an independent third party certification entity approved by Sony

reasonable access to any of its premises where any portion of the digital projection systems reside to verify, at Sony’s

expense, that Exhibitor’s digital projection systems comply with the terms of this MOU, and to observe installation methods

and utilization of digital projection systems. Exhibitor agrees to cooperate fully with on-site inspections conducted by such

entity.

(v) The deadlines provided for in this Section 2 shall be absolute and shall not be deemed to be

extended by any cure periods contained anywhere in this MOU.

(vi) The Parties hereby acknowledge that a breach of this Section 2 by Exhibitor shall constitute a

material breach.

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3. First Generation Components

Servers

Dolby

o DSP100/DSS-100, system version 3.2.11.4

o DSS-200, system version 4.1.0(b36)

Doremi

o DCP-2000, software version 0.5.2-26

o DCP-2K4, software version 0.5.4-2

Doremi / AIX

o TCC, software version 2.50.00.016

o DCP-2000, software version 0.5.2-22_SP1

GDC

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

Kodak

o JMN-3000 CineServer, software version 7.2.1-006

o Screen Management Server, software version 10.0-037

Qube

o XP-D, software version 2.3.1.12

Sony

o LMT-100, software version 1.37

o LMT-200, software version 1.05

o 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 5.3.9.55

o G3 Watcher, software version 5.1-3

Projectors

Barco

o DP90/DP100, Texas Instruments firmware version 11.1 or higher

o DP90P/DP1200/DP1500/DP2000/DP3000, Texas Instruments firmware version 12.0 or higher

Christie

o CP2000-H/I/S/X/SB/SX/XB/ZX, Texas Instruments firmware version 11.1 or higher

o CP2000-M, Texas Instruments firmware version 12.0 or higher

Cinemeccanica

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

Kinoton

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o 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 higher

o NC1600C, Texas Instruments firmware version 12.0 or higher

Sony

o SRX R210/SRX R220, Sony firmware version 1.03 or higher

o SRX R220/1, Sony firmware version 1.03 or higher

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EXHIBIT C (Included Complexes; Previously Deployed Systems)

[NOTE to GH: Please provide the list of locations and total screens for each exhibitor. This list will be included here and will

represent the entire footprint by exhibitor.]

Footprint for conversion is comprised of:

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Exhibit D (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, Exhibitor will make available to Sony all reports of all exhibitions of

Sony Digital Content on digital systems which Exhibitor has available to it (subject to redaction of confidential competitor

information).

Report Content

Deployment

Report

During the term, Exhibitor should provide the cumulative deployments of digital systems to date, as

well as new deployments and updates of existing deployments report to Sony whenever there are

changes Report to include:

[1.] Target deployment dates for each Complex (for minimum of next thirty (30) days);.

1.[2.] All deployment information shall provide 2D and 3D installation information separately;

2.[3.] All complexes and screens at which digital systems were added during the prior week, together

with cumulative digital systems for all complexes and screens, and the identifying screen number

and location for each. Information to include detail as to any actual or potential Deployment in

excess of the applicable MIPS;

3.[4.] 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 MIPS;

4.[5.] Unique identifiers for components of digital 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 digital system, modem phone numbers, and any other information necessary

for tracking the specific location of such digital system or necessary for Key generation, and any

other information required for use in providing content or Key management services;

5.[6.] The date that forensic marking becomes active at a digital system;

6.[7.] The nature of all upgrades made by Exhibitor or its subcontractors to digital systems during the

prior week, the complex where each such upgraded digital systems are located, the number of

screens, by complex, affected by such upgrades, and the identifying screen number or location of

each such upgraded screen within the complex where such screen is located;

7.[8.] The new location, by complex and by identifying screen number within such complex, to which

any added digital system was relocated during the prior week and the location from where it was

relocated;

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Report Content

8.[9.] All digital 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 digital system was removed from service;

9.[10.] Any digital systems which were uninstalled during the prior week and the intended disposition

of such digital systems (e.g., used as parts for other digital systems, redeployment, etc.);

10.[11.] Information necessary to verify compliance with obligations related to total screens converted

on a complex by complex basis; and

11.[12.] Date of deployment of any acquired systems, including the original installation date of such

digital 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.

Cost

Recoupment

Report

Report required only where Exhibitor is party to a cost recoupment type agreement and to be provided

immediately upon attainment of 90% of cost recoupment and monthly thereafter. Report to include:

[1.] Reasonably detailed description of the status of cost recoupment of other US Major Studio’s,

including roll out costs and revenues.

Government

Subsidy

Report

Report required only where Exhibitor receives, or could be eligible to receive, government subsidies

related to supporting the conversion to digital projection systems. Report to include:

1. Reasonably detailed description of government subsidies received and/or offered or available and

the status of any applications for any such subsidies.

Live

Transmission

Report

If requested by Sony, Exhibitor will provide a report within 30 days detailing live transmission capability

for digital content. Report to include:

1. Installation status (capacity to receive, store, and/or forward) of equipment for live and recorded

content at each complex;

2. Name of the equipment/service provider;

3. Availability of electronic delivery network; and

4. Playout capability (standard/high definition) for each screen.

Booking

Report and

Film ID

Report (1)

During the term, within one week after the first day of exhibition of any item of Sony Digital Content on

a digital system, and every week thereafter, Sony will provide a report to Exhibitor. Report to include:

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. DCF amount;

3. 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; and

4. Screen termination report (notice that the number of simultaneous screens Booked for an item of

Sony Digital Content has decreased) by complex.

Missed Show

Report

During the term, Exhibitior will provide a report to Sony if there are any missed shows at complexes

and screens equipped with digital systems. Report to include, for each missed exhibition of Sony

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

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Report Content

1. Date of addition of digital system;

2. Date on which the missed exhibition took place;

3. The title of the Sony Digital Content which experienced a missed exhibition;

4. The complex and screen in which the missed exhibition took place;

5. Digital system identifier (i.e., screen number and serial number of projector and server);

6. Description of the problem resulting in the missed exhibition;

[7.] The general type of problem (e.g., operator error, server, projector, digital cinema package, Key,

power outage, force majeure, or other); rResolution of the problem resulting in a missed

exhibition, and time & day of problem fixed; and

7.[8.] Number of missed exhibitions (total number, and total number of consecutive missed

exhibitions).

Endemic

Quality

Failure

Report

During the term, Exhibitor will provide a report to Sony for any Endemic Quality Failures for all digital

systems. Report to include:

1. % of digital systems that experienced Quality Failure based on total number of digital systems to

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

2. If there was an Endemic Quality Failure in the quarter preceding the quarter of the report, the %

of digital 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); and

3. Any Endemic Quality Failures as defined in this MOU.

Security

Exception

Report

During the term, Exhibitor will provide a report to Sony whenever a there is any sSecurity eException

occurssituation happens. . Report to include the following information by date, time, location,

projector serial number, and server serial number:

1. Any cases of tampering with projector or server;

2. Exception report on Forensic Marking functionality; and

3. Exception report on link encryption functionality.

(1) To be provided by Sony

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EXHIBIT E (Form of Log Reports)

Log Report for: [Name of Exhibitor]

Sony Performances for: Sony Title Name

Site NameRentrak

Site IDExhibitor

Site

Code1Auditorium2

Integrator

Content ID3UUID4 Title5 Start Date

Start

TimeEnd Time Duration

ABC

Theatre999999 XYZ 123 4 OTHER 7/24/2012

10:59:15

AM

12:52:13

PM112

ABC

Theatre999999 XYZ 123 4 12345

8946cacf-

cf48-4e3c-

b66c-

19d3f9f8a4

59

Sony Title

Name7/24/2012

01:46:50

PM

03:42:45

PM116

ABC

Theatre999999 XYZ 123 4 12345

8946cacf-

cf48-4e3c-

b66c-

19d3f9f8a4

59

Sony Title

Name7/24/2012

7:26:50

PM

09:22:45

PM116

ABC

Theatre999999 XYZ 123 4 12345

8946cacf-

cf48-4e3c-

b66c-

19d3f9f8a4

59

Sony Title

Name7/24/2012

10:21:50

PM

12:17:45

AM116

Note: The data shown in this form is for illustration only.

1. The area shaded in green must be fully completed.

2. The area shaded in red must be left blank.

1 This Column should include your internal ID for the theatre referenced2 This is the same as the screen number3 This is your internal content ID for the title referenced4 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.

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