License Agreement (3.2.11)

CRACKLE DRAFT 3/2/11
SVOD/FVOD LICENSE AGREEMENT
THIS SVOD/FVOD LICENSE AGREEMENT (this “Agreement”), dated as of

[__________] [__], 2010 is entered into by and between Crackle, Inc., a Delaware corporation
with an address at 10202 W. Washington Boulevard, Culver City, California 90232 (“Licensor”)
and GoGoPop, Inc., a Delaware corporation, with an address at 2973 Harbor Blvd., Suite 810,
Costa Mesa, California 92626 (“Licensee”). For good and valuable consideration, the
sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
PRINICPAL TERMS AND CONDITIONS OF AGREEMENT

(“Principal Terms”)
1. DEFINITIONS. All capitalized terms used herein and not otherwise defined in this
Agreement shall have the meanings set forth below.
1.1 “Approved Format” means a digital electronic media file compressed and encoded for
secure transmission and storage in Standard Definition resolution and (a) protected using one of
the following content protection systems approved for UltraViolet services by the Digital
Entertainment Content Ecosystem, and said implementation meets the compliance and
robustness rules associated with the chosen UltraViolet approved content protection system:
Marlin Broadband, Microsoft Playready, CMLA Open Mobile Alliance (OMA) DRM Version 2
or 2.1., Adobe Flash Access 2.0 (not Adobe’s Flash streaming product), or Widevine Cypher ®,
or (b) such other format as Licensor may approve in writing at Licensor’s sole discretion. In no
event shall an Approved Format allow for the capturing or storing (other than temporary caching)
of any Included Program whether within the receiving device, to another device or to a
removable medium. In addition, without limiting Licensor’s rights in the event of a Security
Breach, Licensor shall have the right to withdraw its approval of any Approved Format in the
event that such Approved Format is materially altered by its publisher, such as a versioned
release of an Approved Format or a change to an Approved Format that alters the security
systems or usage rules previously supported. For the avoidance of doubt, “Approved Format”
shall include the requirement that a file remain in its approved level of resolution and not be
down- or up-converted.
1.2 “Approved Device” means an individually addressed and addressable IP-enabled

device that is capable of (i) implementing the Usage Rules and the Content Protection
Obligations and Requirements set forth in Schedule C, and (ii) receiving transmissions of the
Included Programs in the Approved Format via the Approved Transmission Means and
exhibiting such Included Programs on a video monitor solely by means of an Internet browser
installed on such device (expressly excluding any other application, or so-called “app,”
downloaded, preloaded or otherwise usable on a television, mobile device, portable media
device, and/or tablet device).
1.3 “Approved Transmission Means” means the Encrypted delivery via Streaming of
audio-visual content over the public, free to the consumer (other than a common carrier/ISP
charge) global network of interconnected networks (including the so-called Internet, Internet2
and World Wide Web) using technology currently known as Internet Protocol (“IP”), whether
transmitted over cable, DTH, FTTH, ADSL/DSL, broadband over power lines or other means
(“Internet”). For the avoidance of doubt, “Approved Transmission Means” shall not include
GoGoPop-Crackle SVOD/FVOD License Agreement (3.2.11)

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delivery over any so-called “walled garden” or closed, subscriber-based ADSL/DSL, cable or
FTTH service or system, or Viral Distribution.
1.4 “Availability Date” means, with respect to an Included Program, the date on which
such title is first made available to Licensee for exhibition on an SVOD basis hereunder (“SVOD
Availability Date”) or for exhibition on an FVOD basis hereunder (“FVOD Availability Date”),
as specified in Section 3.2 of the Principal Terms.
1.5 “Avail Term” shall have the meaning set forth in Section 2.2 of the Principal Terms.
1.6 “Encrypted” means, with respect to a signal, that both the audio and video portions of
such signal have been changed, altered or encoded to securely and effectively prevent the
intelligible reception of such signal without the use of fully authorized decoding equipment to
restore both the audio and video signal integrity.
1.7 “Free Video-On-Demand” or “FVOD” means the point-to-point delivery of a single

program to a viewer in response to the request of a viewer (i) the exhibition start time of which is
at a time specified by the viewer in its discretion; (ii) which is susceptible of and intended for
viewing by such viewer on an Approved Device that received delivery of such program from the
service provider; (iii) for which no charge is assessed to the viewer; and (iv) the exhibition of
which is primarily supported by revenue derived by Licensee from advertising. “FVOD” shall
not include SVOD, transactional video-on-demand, pay-per-view, electronic sell-through, in
store digital-on-demand, manufacture-on-demand, premium pay television, or basic television or
free broadcast television exhibition.
1.8 “Included Program” shall mean each Minisode that Licensee is required to license for
exhibition on an SVOD basis hereunder (“SVOD Included Program”) and each Minisode that
Licensee is required to license for exhibition on an FVOD basis hereunder (“FVOD Included
Program”), in accordance with Section 3.1 of the Principal Terms.
1.9 “License Period” with respect to each Included Program shall mean the period during
which Licensee shall make such Included Program available for exhibition on an SVOD basis
hereunder (“SVOD License Period”) or on an FVOD basis hereunder (“FVOD License Period”),
as specified in Section 3.3 of the Principal Terms.
1.10 “Licensed Language” for an Included Program shall mean its original language
or, if its original language is not English, the original language dubbed or subtitled in English.
1.11 “Licensed Service” shall mean the SVOD programming service (“SVOD
Service”) and the FVOD programming service (“FVOD Service”), which in each case is (a)
branded “GoGoPop,” (b) is accessed solely at the URL www.gogopop.com, and (c) at all times
wholly-owned, controlled and operated by Licensee. The Included Programs exhibited on the
Licensed Service may not be sub-distributed, co-branded, syndicated, “white labeled” or
“powered” (e.g., “Yahoo! Video powered by GoGoPop”). The Licensed Service may link to the
following sites: roblox.com, everloop.com, togetherville.com, missoandfriends.com,
candystand.com, gameninja.com, miniclip.com, gamegeko.com, fantage.com, funbrain.com, and
familyeducation.com.
1.12 “Minisodes” shall mean each edited, short-form versions of certain television
episodes, approximately one to seven minutes in length, which preserve the basic narrative,

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including story arc and plot, of the original long-form television episode, as programmed by
Licensor, for which Licensor unilaterally controls without restriction all necessary exploitation
rights, licenses and approvals hereunder (the “Necessary Rights”).
1.13 “Personal Use” means the personal, private viewing of a program and shall not
include non-theatrical exhibition, any viewing or exhibition for which (or in a venue in which) an
admission, access or viewing fee is charged, or any other public exhibition or viewing.
1.14 “Standard Definition” or “SD” shall mean (a) for NTSC, any resolution equal to
or less than 480 lines of vertical resolution (and equal to or less than 720 lines of horizontal
resolution) and (b) for PAL, any resolution equal to or less than 576 lines of vertical resolution
(and equal to or less than 720 lines of horizontal resolution).
1.15 “Streaming” shall mean the transmission of a digital file containing audio-visual
content from a remote source for viewing concurrently with its transmission, which file may not
be stored or retained (except for temporary caching or buffering) for viewing at a later time.
1.16 “Subscriber” shall refer to each unique user on an Approved Device authorized to
receive an exhibition of content as part of the Licensed Service, including without limitation, the
Included Programs, as part of the SVOD Service (“SVOD Subscriber”) or as part of the FVOD
Service (“FVOD Subscriber”).
1.17 “Subscription Video-On-Demand” or SVOD” shall mean the point-to-point
delivery of a single program or programs to a Subscriber in response to the request of the
Subscriber (i) for which the Subscriber is charged a fixed periodic fee (no more frequently than
monthly), and not on a per program(s) or per exhibition(s) basis, which fee is unaffected in any
way by the purchase of other programs, products or services, but not referring to any fee in the
nature of an equipment rental or purchase fee, (ii) the exhibition start time of which is at a time
specified by the Subscriber in its discretion and (iii) which is susceptible of and intended for
viewing by such viewer on the Approved Device that received delivery of such program from the
service provider. “SVOD” shall not include FVOD, transactional video-on-demand, pay-per-
view, electronic sell-through, in store digital-on-demand, manufacture-on-demand, premium pay
television, or basic television or free broadcast television exhibition.
1.18 “Territory” shall mean the fifty states of the United States of America and the
District of Columbia (including all U.S. Territories, U.S. Possessions and Puerto Rico).
1.19 “Usage Rules” shall mean that, for each request by the Subscriber for a delivery
of an Included Program, Licensee shall only authorize the transmission of an Included Program
by the means of Approved Transmission Means for viewing on one (1) Approved Device and
shall prohibit digital file copying, transfer, retransmission, burning, downloading, distributing,
recording or other copying of an Included Program in an unencrypted or viewable form whether
within the Approved Device, to any another device (such as personal computers, game consoles,
mobile phones) or to any removable medium (such as DVD, memory sticks, removable hard
drives).
1.20 “VCR Functionality” means the capability of a Subscriber to perform any or all of
the following functions with respect to the exhibition of an Included Program: stop, start, pause,
play, rewind and fast forward. VCR Functionality shall not include recording capability.

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1.21 “Viral Distribution” means the retransmission and/or redistribution of an Included

Program, either by the Licensee or by the Subscriber, by any method, including, but not limited
to: (a) peer-to-peer file sharing as such practice is commonly understood in the online context,
(b) digital file copying or retransmission, or (c) burning, downloading or other copying to any
removable medium (such as DVD) from the initial download targeted by the Licensed Service
and distribution of copies of an Included Program on any such removable medium.
2. LICENSE.
2.1 Subject to Licensee’s full and timely compliance with its obligations hereunder,
Licensor hereby grants to Licensee a limited non-exclusive, non-transferable license to exhibit
on the terms and conditions set forth herein (a) each SVOD Included Program on an SVOD basis
on the SVOD Service to an SVOD Subscriber during its SVOD License Period and (b) each
FVOD Included Program on an FVOD basis on the FVOD Service to an FVOD Subscriber
during its FVOD License Period, in each case, solely in the Licensed Language and in the
Territory, delivered in the Approved Format by the Approved Transmission Means, for reception
as a Personal Use on an Approved Device, in accordance with the Usage Rules and subject at all
times to the Content Protection Obligations and Requirements set forth in Schedule C. Licensee
shall have the right to exploit the SVOD and FVOD rights granted hereunder using VCR
Functionality. Licensee may allow Subscribers to embed the Included Programs on such
Subscribers personal websites, personal profile pages, and personal blogs. Licensor shall not be
subject to any holdback at any time with respect to the exploitation of any Included Program in
any language or medium delivered by any means.
2.2 The initial term during which Licensor shall be required to make programs available
for licensing and Licensee shall be required to license programs hereunder shall commence on
May, 1, 2011 and shall terminate on April 30, 2012 (“Initial Avail Term”). Thereafter, the parties
may extend the Initial Avail Term for one (1) additional one-year period (the “Extension Period”)
by mutual written consent prior to the expiration of the then existing Avail Term. The Initial
Avail Term, together with the Extension Period, shall be the “Avail Term” of this Agreement.
Each 12-month period during the Avail Term commencing on the first day thereof shall be an
“Avail Year”, with the first such Avail Year being “Avail Year 1,” the second, if any, being “Avail
Year 2,” should the Avail Term be extended by the parties as provided herein. It is acknowledged
that the License Period for each Included Program may expire after the end of the Avail Term.
2.3 Term. The “Term” of this Agreement shall commence on the date first set forth above
and shall expire on the earlier to occur of (i) the last day of the last License Period to expire
hereunder or (ii) the earlier termination of this Agreement.
2.4 In addition, the termination or expiration of the Avail Term or any License Period,
howsoever occasioned, shall not affect any of the provisions of this Agreement which are
expressly or by implication to come into or continue in force after such termination or expiration.
3. LICENSING COMMITMENT/LICENSE PERIOD.
3.1 Commitment. Licensee shall license from Licensor as SVOD and/or FVOD Included
Programs hereunder, during each Avail Year, each Included Program set forth on Schedule E
attached hereto.
3.2 Availability Date. The SVOD Availability Date for each SVOD Included Program
and the FVOD Availability Date for each FVOD Program shall be as determined by Licensor in

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its sole discretion and shall be specified in the periodic availability lists.
3.3 License Period. The SVOD License Period for each SVOD Included Program shall
commence on its SVOD Availability Date and end twelve (12) months thereafter. The FVOD
License Period for each FVOD Included Program shall commence on its FVOD Availability
Date and end twelve (12) months thereafter.
4. LICENSE FEE; PAYMENT. In partial consideration of the rights granted hereunder,
Licensee shall pay to Licensor the SVOD License Fee and the FVOD License Fee (collectively,
“License Fee”) determined in accordance with this Article 4. The License Fee specified herein
is a net amount unreduced by any tax, levy or charge, the payment of which shall be the
responsibility of Licensee.
4.1 “SVOD License Fee” means, for each month, the product of (i) Actual SVOD
Subscribers, (ii) the Licensor’s Share, and (iii) the greater of (a) the Actual Subscription Fee and
(b) the Deemed Subscription Fee.
4.1.1 “Actual SVOD Subscribers” means the number of SVOD Subscribers on
the first day of such month and the last day of such month divided by two.
4.1.2 “Actual Subscription Fee” means the actual monthly subscription fee
charged by Licensee to SVOD Subscribers for access to the SVOD Included Programs during
such month (whether or not collected by Licensee), excluding sales, use, consumption and
similar taxes. No other deductions shall be allowed unless otherwise agreed in writing between
the parties. The Actual Subscription Fee shall be established by Licensee in it sole discretion.
4.1.3 “Deemed Subscription Fee” means Four Dollars and Ninety-Five Cents
($4.95) per month, or such other amount as Licensor may notify Licensee from time to time in its
sole discretion. For clarity, the Deemed Subscription Fee is applied for the purpose of
calculating the License Fee and is not intended to affect the Licensee’s determination of actual
retail pricing.
4.1.4 “Licensor’s Share” means five percent (5%).
4.2 “FVOD License Fee” means, for each month, the FVOD Ad Revenue Share.
4.2.1 “FVOD Ad Revenue Share” means seventy percent (70%) of gross
revenues received by Licensee per month from any advertising revenues earned in connection
with the FVOD Included Programs on the Licensed Service for such month.
4.3 Payment Terms. In accordance with Section 7 of the Standard Terms, Licensee shall
pay Licensor the License Fee within thirty (30) days following the end of the month in which
such monies are earned. The parties acknowledge and agree that the provisions of this Article 4
are of the essence. Licensee covenants and agrees to make all payments to Licensor hereunder in
a timely manner.
5. ADVERTISING.
5.1 Advertising Inventory; Rates. Subject to the remainder of this Section 5, Licensee
shall sell advertising inventory on web pages within the FVOD Service that display the FVOD
Included Programs and will share such revenues with Licensor in accordance with Section 4
above. The advertising inventory sold by Licensee may include (i) video ads displayed within
the video player, including, without limitation, pre-roll, post roll, overlays and interstitial

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advertisements, and/or (ii) display ads on web pages within the FVOD Service that display the
FVOD Included Programs, including, without limitation, banner ads, but excluding pop-up and
pop-under ads. Subject to Licensee’s reasonable determination of appropriateness, Licensee will
use good faith efforts to serve Licensor house ads when inventory is available.
5.2 Ad Guidelines and Restrictions. Licensee will sell the advertising inventory on a
blind basis and not against the Crackle brand or any Included Program’s brand. Licensee agrees,
and shall ensure, that advertising inventory procured by or on behalf of Licensee, if any, that are
located, displayed, promoted, presented for playback or exhibited within the video player or on
pages on which the Included Programs appear or are located, displayed, promoted, presented for
playback or exhibited comply with the guidelines set forth on Schedule F attached hereto, or
other guidelines that Licensor may identify to Licensee in writing from time to time. All
advertising inventory displayed by Licensee on pages that include the Included Programs shall
be consistent with advertisements displayed elsewhere on the Licensed Service in terms of
frequency, type and placement. Licensee shall not identify any Included Program as being
“Sponsored By,” “Brought to you by” or by any similar designation without the prior written
consent of Licensor. Licensee shall not, and shall not authorize or encourage any third party to,
directly or indirectly generate queries, impressions of or clicks on any advertising inventory,
including, without limitation, by means of automated, deceptive, fraudulent or other invalid
means, repeated manual clicks, use of robots or other automated query tools or computer
generated search requests.
5.3 Branded Cards. Licensor shall have the right to place a card of approximately five (5)
seconds in length immediately preceding and immediately after playback of each Included
Program licensed hereunder. Such cards shall be delivered to Licensee for implementation, and
may include Licensor’s (or one or more of Licensor’s affiliates) name, logo, trademark, domain
name, bumper or emblem identifying Licensor (or such affiliates) as the source of the Included
Program, in such manner, position, form and substance as Licensor may elect in its sole
discretion.
6. Intentionally Omitted.
7. ANTI-PIRACY EFFORTS. Licensee will comply with the Anti-Piracy Cooperation
Practices set forth in Schedule D attached hereto and incorporated herein. In the event of
Licensee’s breach of any of its obligations set forth in this Section 7, Licensor may, in addition to
any and all other rights which it may have against Licensee, immediately terminate this Agreement
by giving written notice to Licensee.
8. NOTICES. All notices shall be sent as set forth in Schedule A, Article 22. If to Licensee,
such notices shall be sent to: GoGoPop, Inc., 2973 Harbor Blvd., Suite 810, Costa Mesa, CA
92626.
9. REMAINING TERMS. The remaining terms and conditions of this Agreement are set
forth in Schedules A through F attached hereto. In the event of a conflict between any of the
terms of these documents this Agreement shall control over Schedules A through F.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.
CRACKLE, INC. GOGOPOP, INC.
By: By:
Its: Its:

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SCHEDULE A
STANDARD TERMS AND CONDITIONS FOR AGREEMENT
The following are the standard terms and conditions governing the license set forth in the Agreement to which this
Schedule A is attached.
1. DEFINITIONS
1.1 “Business Day” shall mean any day other than (i) a Saturday or Sunday or (ii) any day on which banks in
Los Angeles, California are closed or authorized to be closed.
1.2 “Event of Force Majeure” in respect of a party shall mean any reasonably unforeseeable act, cause,
contingency or circumstance beyond the reasonable control of such party, including, without limitation, any
governmental action, nationalization, expropriation, confiscation, seizure, allocation, embargo, prohibition of import
or export of goods or products, regulation, order or restriction (whether foreign, federal or state), war (whether or
not declared), civil commotion, disobedience or unrest, insurrection, public strike, riot or revolution, fire, flood,
drought, other natural calamity, damage or destruction to plant and/or equipment, or any other accident, condition,
cause, contingency or circumstance (including without limitation, acts of God within or without the United States),
but shall not include an inability to pay for whatever reason.
1.3 “Qualifying Studio” means Sony Pictures Entertainment, Paramount Pictures, Twentieth Century Fox,
Universal Studios, Metro-Goldwyn-Mayer, The Walt Disney Company and Warner Bros., and any of their respective
affiliates licensing subscription video-on-demand rights or free video-on-demand in the Territory.
1.4 “Security Breach” shall mean a condition that results or may result in: (i) the unauthorized availability of
any Included Program or any other motion picture on any Approved Device; or (ii) the availability of any Included
Program on, or means to transfer any Included Program to, devices that are not Approved Devices and/or transmit
through delivery means that are not Approved Transmission Means; or (iii) a circumvention or failure of the
Licensee’s secure distribution system, geofiltering technology or physical facilities; which condition(s) may, in the
reasonable good faith judgment of Licensor, result in actual or threatened harm to Licensor.
1.5 “Territorial Breach” shall mean a Security Breach that creates a risk that any of the Included Programs will
be delivered to persons outside the Territory, where such delivery outside the Territory may, in the sole good faith
judgment of Licensor, result in actual or threatened harm to Licensor.
2. RESTRICTIONS ON LICENSE.
2.1 Licensee agrees that it is of the essence of this Agreement that, without the specific written consent of
Licensor, or except as otherwise set forth herein: (a) the license granted hereunder may not be assigned, licensed or
sublicensed in whole or in part; (b) no Included Program may be exhibited or otherwise shown to anyone other than
for Personal Use; (c) no Included Program may be delivered, transmitted or exhibited other than as set forth at
Section 2.1 of the Principal Terms; (d) no person or entity shall be authorized or permitted by Licensee to do any of
the acts forbidden herein; and (e) Licensee shall not have the right to transmit, exhibit or deliver the Included
Programs in a high resolution, up-converted or low resolution, down-converted format. Licensor reserves the right
to inspect and approve the picture quality and user experience of the Licensed Service.
2.2 Licensee shall immediately notify Licensor of any unauthorized transmissions or exhibitions of any
Included Program of which it becomes aware.
3. RESERVATION OF RIGHTS. All licenses, rights and interest in, to and with respect to the Included
Programs, the elements and parts thereof, and the media of exhibition and exploitation thereof, not specifically
granted herein to Licensee, including, without limitation, theatrical, non-theatrical, home video, video-on-demand,
pay-per-view, sell-through, in store digital-on-demand, manufacture-on-demand, pay television, basic television, and
free broadcast television, shall be and are specifically and entirely reserved by and for Licensor. Without limiting
the generality of the foregoing, Licensee acknowledges and agrees that Licensee has no right in the Included
Programs or the images or sound embodied therein, other than the right to exhibit the Included Programs in strict
accordance with the terms and conditions set forth in this Agreement. It is explicitly understood that the entering
into of this Agreement shall not be construed as granting to Licensee or any other person or entity any interest in the
copyright or any other right in the Included Programs or the images or sound embodied therein, and nothing

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contained in this Agreement is intended to convey or will convey to Licensee any ownership or other proprietary
interests in the Included Programs or the images or sound embodied therein and Licensor retains the right to fully
exploit the Included Programs without limitation.
4. TERMS OF SERVICE. Without limiting any other obligation of Licensee hereunder, prior to making an
Included Program available hereunder, Licensee shall (i) provide conspicuous notice of the terms and conditions
pursuant to which Subscribers may use the Licensed Service and receive Included Programs (“Terms of Service” or
“TOS”) and (ii) include provisions in the TOS stating, among other things and without limitation, that: (a)
Subscriber is obtaining a license under copyright to the Included Program; (b) Subscriber’s use of the Included
Program must be in accordance with the Usage Rules; (c) except for the rights explicitly granted to Subscriber, all
rights in the Included Program are reserved by Licensee and/or Licensor; and (d) the license terminates upon breach
by Subscriber and upon termination the Included Program(s) must be deleted and disabled. Licensee shall
contractually bind all users of the Licensed Service to adhere to the TOS and Usage Rules prior to the completion of
each Subscriber transaction and shall make Licensor an intended third party beneficiary of such agreement between
Subscriber and Licensee.
5. PROGRAMMING/NUMBER OF EXHIBITIONS.
5.1 All Included Programs shall be made available to Subscribers on the Licensed Service during their License
Periods in Licensee’s sole discretion.
5.2 Notwithstanding anything contained herein to the contrary, Licensee agrees that (i) no more than 20% of
the programming available on the Licensed Service shall be Adult Programs during the term hereof, (ii) no Adult
Program shall be exhibited, promoted or listed on the same or previous screen (other than the home page of the
Licensed Service, which may contain a textual link with a section of the user interface exhibiting, promoting or
listing Adult Programs) as a screen on the Licensed Service on which an Included Program is promoted or listed,
and (iii) no Adult Program will be classified within the same genre/category as any Included Program. If Licensee
violates the terms of this Section 5.2 with respect to the Licensed Service, then Licensor shall have the right to cause
Licensee to immediately cease exploiting any or all Included Programs. As used herein, “Adult Program” shall
mean any motion picture or related promotional content that has either been rated NC-17 (or successor rating, or if
unrated would likely have received an NC-17 rating if it had been submitted to the MPAA for rating) or X (or if
unrated would likely have received an X if it had been submitted to the MPAA for rating) other than a title released
by a Qualifying Studio or a title otherwise deemed not to be an Adult Program by Licensor in its sole discretion.
5.3 Licensee shall notify Licensor of the various genres/categories (e.g., drama, comedy, horror, suspense,
romance, etc.), in which programs will generally be classified on the Licensed Service and shall use best efforts
notify Licensor before it modifies, adds to or removes any such genres/categories. Licensor shall have the right to
designate one or more genres/categories in which each Included Program is to be included from among the available
genres/categories, and shall use good faith efforts to do so not later than thirty (30) days prior to each such Included
Program’s Availability Date. In addition, Licensee may include an Included Program in additional
genres/categories, provided Licensee has given Licensor prior notice thereof and Licensor does not object.
6. WITHDRAWAL OF PROGRAMS. Licensor may withdraw any program and/or related materials at any time
because of (a) an Event of Force Majeure, loss of rights, unavailability of necessary materials or any pending or
potential litigation, judicial proceeding or regulatory proceeding or in order to minimize the risk of liability, for a
DVD moratorium, (b) Licensor believes that the continued use, marketing, promotion, license, distribution and/or
transmission of any Included Program hereunder may adversely affect Licensor’s relations with any applicable
copyright owner, artist, composer, producer, director, publisher, or other third party rights holder; or (c) upon thirty
(30) days’ prior written notice, if Licensor elects to theatrically re-release or reissue such program or make a
theatrical, direct-to-video or television remake or sequel thereof. In the event of any withdrawal of an Included
Program pursuant to this Article 6 before the last day of the License Period for such program, Licensor shall
promptly commence a good faith attempt to replace the Included Program, which Licensee would have the right to
exhibit for the remainder of the License Period of the withdrawn program as well as such other rights and
obligations as if such substitute program were an Included Program. Withdrawal of an Included Program under this
Article 6, or the failure to agree upon a substitute program or reduction in License Fee therefor, shall in no event be
deemed to be, or in any way constitute a breach of this Agreement and Licensee shall not be entitled to any rights or
remedies as a result of such withdrawal including, without limitation, any right to recover for lost profits or
interruption of its business.

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7. PAYMENT.
7.1 Unless and until Licensee is otherwise notified by Licensor, all payments due to Licensor hereunder shall
be made in United States Dollars by wire transfer to the following account: Bank of America, Bank ABA/Routing :
026009593, SWIFT code: BOFAUS3N, Beneficiary Name: Crackle, Inc..
7.2 Amounts which become due to Licensor hereunder (including, without limitation, any advances or
guarantee payments) shall immediately be due and payable and shall immediately be non-recoupable, non-
refundable and not subject to rebate, deduction or offset of any kind. Without prejudice to any other right or remedy
available to Licensor, if Licensee fails to pay any license fees or advances or guarantees when due and payable,
interest shall accrue on any such overdue amount until such time as the overdue amount is paid in full, at a rate equal
to the lesser of one hundred ten percent (110%) of the prime rate announced from time to time in the U.S. edition of
the Wall Street Journal (the “Prime Rate”) or the permitted maximum legal rate.
7.3 All prices and payments stated herein shall be exclusive of and made free and clear of and without
deduction or withholding for or on account of any tax, duty or other charges, of whatever nature imposed by any
taxing or governmental authority unless such deduction or withholding is required by applicable law, in which case
Licensee shall: (i) withhold the legally required amount from payment; (ii) remit such amount to the applicable
taxing authority; and (iii) within thirty (30) days of payment, deliver to Licensor original documentation or a
certified copy evidencing such payment (“Withholding Tax Receipt”). In the event Licensee does not provide a
Withholding Tax Receipt in accordance with the preceding sentence, Licensee shall be liable to and shall reimburse
Licensor for the withholding taxes deducted from license fees.
8. PHYSICAL MATERIALS AND TAXES.
8.1 Licensor shall deliver or otherwise make available to Licensee, within thirty (30) days of execution of this
Agreement, either a videotape (“Tape Copy”) or an encoded digital file (“File Copy,” and together with Tape
Copies, “Copies”), together with available Advertising Materials, as defined at Schedule A, Section 12.1, to the
extent cleared and available. File Copies provided by Licensor will be based on Licensor’s pre-determined
specifications, and any costs related thereto shall be borne by Licensor. If Licensee requires File Copies which
deviate from Licensor’s specifications or requires a Tape Copy for any Included Program, Licensor will issue an
access letter for the appropriate materials, and Licensee will be responsible for any necessary encoding, transcoding,
handling and delivery at Licensee’s sole expense. Encoding, transcoding, subtitling and dubbing shall take place at
facilities approved by Licensor, and all encoding, transcoding, subtitling and dubbing quality is subject to Licensor’s
approval. Licensee shall also be responsible for concatenating applicable Licensor logos and any associated costs
thereof. In any event, the number of Copies and Advertising Materials delivered to Licensee in connection with an
Included Program shall be in Licensor’s sole discretion.
8.2 Within thirty (30) days following the last day of the License Period with respect to each Included Program,
Licensee shall at Licensor’s election either return all Copies to Licensor or erase or degauss all such Copies and
supply Licensor with a certification of erasure or degaussing of such.
8.3 Licensee shall pay and hold Licensor forever harmless from and against any and all taxes (including
interest and penalties on any such amounts but other than corporate income and similar taxes), payments or fees
required to be paid to any third party now or hereafter imposed or based upon the licensing, rental, delivery,
exhibition, possession, or use hereunder to or by Licensee of the Included Programs or any print or any Copy of an
Included Program hereunder, including, without limitation, any payments due to any music performance society.
8.4 Upon the loss, theft or destruction (other than as required hereunder) of any Copy of an Included Program,
Licensee shall promptly furnish Licensor with proof of such a loss, theft or destruction by affidavit setting forth the
facts thereof.
8.5 Each Copy of the Included Programs and all Advertising Materials are the property of Licensor, subject
only to the limited right of use expressly permitted herein, and Licensee shall not permit any lien, charge, pledge,
mortgage or encumbrance to attach thereto.

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8.6 In no event shall Licensor be required to deliver Copies in any language version other than the original
language version.
9. CONTENT PROTECTION & SECURITY.
9.1 General. Licensee represents and warrants that it has put in place state of the art secure and effective,
stringent and robust security systems and technologies to prevent theft, pirating, unauthorized exhibition (including,
without limitation, exhibition to non-Subscribers and exhibition outside the Territory), unauthorized copying or
duplication of any video reproduction or compressed digitized copy of any Included Program and that such security
systems, procedures and technologies are and shall be no less stringent or robust than those which Licensee employs
with respect to films licensed from other licensors or than industry standard. Licensee shall maintain and upgrade
such security systems, procedures and technologies (including, without limitation, encryption methods) as Licensor
shall determine in its sole discretion is necessary to prevent theft, pirating, unauthorized exhibition (including,
without limitation, exhibition to non-Subscribers and exhibition outside the Territory), and unauthorized copying or
duplication of any video reproduction or compressed digitized copy of any Included Program. Licensee shall
comply with all instructions relating to the foregoing given by Licensor or Licensor’s representative. Licensee shall
comply with Licensor’s specifications concerning the storage and management of its digital files and materials for
the Included Programs at Licensee’s sole expense, and as such specifications may be updated at any time during the
Term. Licensee shall not authorize any use of any video reproduction or compressed digitized copy of any Included
Program for any purpose other than as is expressly permitted herein. Licensor or its representative shall have the
right to inspect and review Licensee’s security systems, procedures and technologies at Licensee’s places of business
(including off-site facilities, if any) as Licensor deems necessary, provided such inspection is conducted during
regular business hours and does not interfere materially with Licensee’s operations.
9.2 Obligation to Monitor for Hacks. Licensee shall take such measures as are reasonably necessary to
determine the existence of Security Breaches or Territorial Breaches and shall promptly notify Licensor if any such
occurrences are discovered.
9.3 Suspension Notice. Licensee shall notify Licensor immediately upon learning of the occurrence of any
Security Breach or Territorial Breach, and shall provide Licensor with specific information describing the nature and
extent of such occurrence. Licensor shall have the right to suspend the availability (“Suspension”) of its Included
Programs on the Licensed Service at any time during the Term in the event of a Security Breach or Territorial
Breach by delivering a written notice to the Licensee of such suspension (a “Suspension Notice”). Upon its receipt
of a Suspension Notice, the Licensee shall take steps immediately to remove the Included Programs or make the
Included Programs inaccessible from the Licensed Service as soon as commercially feasible (but in no event more
than three calendar days after receipt of such notice).
9.4 Reinstatement/Termination. If the cause of the Security Breach that gave rise to a Suspension is corrected,
repaired, solved or otherwise addressed in the sole judgment of Licensor, the Suspension shall terminate upon
written notice from Licensor and Licensor’s obligation to make its Included Programs available on the Licensed
Service shall immediately resume. For clarity, no period of Suspension shall extend the Term in time, and upon a
notice that a Suspension has ended, the Term shall end as otherwise provided in the Agreement unless earlier
terminated in accordance with another provision of this Agreement. Upon receipt of such written notice, Licensee
shall include the Included Programs on the Licensed Service as soon thereafter as practicable. If more than one
Suspension occurs during the Avail Term, or any single Suspension lasts for a period of three months or more,
Licensor shall have the right, but not the obligation, to terminate this Agreement (“Security Breach Termination”) by
providing written notice of such election to the Licensee.
9.5 Content Protection Requirements and Obligations. Licensee shall at all times utilize content protection
standards no less stringent or robust than the standards attached hereto as Schedule C and incorporated herein by this
reference.
10. CUTTING, EDITING AND INTERRUPTION. Licensee shall not make, or authorize any others to make,
any modifications, deletions, cuts, alterations or additions in or to any Included Program without the prior written
consent of Licensor. For the avoidance of doubt, no panning and scanning, time compression or similar
modifications shall be permitted. Without limiting the foregoing, Licensee shall not delete the copyright notice or

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credits from the main or end title of any Included Program or from any other materials supplied by Licensor
hereunder. No exhibitions of any Included Program hereunder shall be interrupted for intermission, commercials or
any other similar commercial announcements of any kind.
11. RETRANSMISSION. As between Licensor and Licensee, (a) Licensor is the owner of all retransmission and
off-air videotaping rights in the Included Programs and all royalties or other monies collected in connection
therewith, and (b) Licensee shall have no right to exhibit or authorize the exhibition of the Included Programs by
means of retransmission or to authorize the off-air copying of the Included Programs.
12. PROMOTION.
12.1 Licensee shall have the right to use or authorize the use of written summaries, extracts, synopses,
photographs, trailers or other materials prepared and provided or made available by Licensor or, if not prepared by
Licensor, approved in writing in advance by Licensor (“Advertising Materials”), solely for the purpose of
advertising, promoting and publicizing the exhibition of the Included Programs on the Licensed Service in the
Territory and the right to advertise, publicize and promote, or authorize the advertising, publicity and promotion of
the exhibition of any Included Program on the Licensed Service in the Territory during the time periods specified
below:
12.1.1 Licensee shall have the right to promote on the Licensed Service and otherwise to the general
public the upcoming availability of each Included Program during the period starting 15 days before its Availability
Date and to continue promoting such availability through the last day of its License Period.
12.1.2 Licensee may promote the upcoming exhibition of an Included Program on the Licensed
Service in printed materials distributed directly and solely to Subscribers not earlier than 30 days prior to the
Availability Date of such Included Program and continue promoting such availability through the last day of such
Included Program’s License Period.
12.1.3 Licensee shall not promote any Included Program after the expiration of the License Period
for such Included Program or, notwithstanding anything herein to the contrary, for the first fifteen (15) days
following the home video release of such Included Program in the Territory.
12.1.4 Licensee shall use any marketing, promotional and advertising materials provided by Licensor
in a manner consistent with the following:
(a) If any announcement, promotion or advertisement for an Included Program is more

than ten (10) days in advance of such program’s Availability Date, Licensee shall
only announce and/or promote and/or advertise (in any and all media) its future
availability on the Licensed Service by referring to its specific Availability Date. By
way of example, in such case “Coming to ______ September 10” would be
acceptable, but “Coming soon on _______” would not be acceptable; or
(b) If any announcement, promotion or advertisement for an Included Program is ten

(10) or fewer days in advance of such program’s Availability Date, Licensee shall
have the right to announce and/or promote and/or advertise (in any and all media) its
future availability by referring generally to its upcoming availability or referring to
its specific Availability Date. By way of example, in such case both “Coming to
_______ September 10” and “Coming soon on _______” would be acceptable.
12.1.5 Upon Licensor’s request, Licensee shall run Licensor-specified trailers promoting Included
Programs or feature wraps promoting Included Programs and merchandise associated with Included Programs
(including, without limitation, cross-promotional merchandise offered by promotional partners of Included
Programs) before and/or after the Included Programs.

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12.2 Licensee shall provide to Licensor a copy of any program schedules or guides (including those
delivered by electronic means, if any) for the Licensed Service immediately upon publication or delivery thereof.
12.3 Licensee covenants and warrants that (i) it shall fully comply with any and all instructions
furnished in writing to Licensee with respect to the Advertising Materials used by Licensee in connection with this
Article 12 (including size, prominence and position of Advertising Materials); (ii) it shall not modify, edit or make
any changes to the Advertising Materials without Licensor’s prior written consent; (iii) names and likenesses of the
characters, persons and other entities appearing in or connected with the production of Included Programs (“Names
and Likenesses”) shall not be used separate and apart from the Advertising Materials; and (iv) Advertising
Materials, Names and Likenesses, Licensor’s name or logo, and Included Programs shall not be used so as to
constitute an endorsement or testimonial, express or implied, of any party, product or service, including, without
limitation, the Licensed Service, Licensee, or any program service or other service provided by Licensee; nor shall
the same be used as part of a commercial tie-in. Any advertising or promotional material created by Licensee, any
promotional contests or giveaways to be conducted by Licensee and any sponsorship of any Included Program shall
require the prior written consent of Licensor and shall be used only in accordance with Licensor’s instructions.
12.4 Licensee shall market, advertise and/or promote all Included Programs on a fair, equitable and
non-discriminatory basis vis-a-vis films provided by other filmed content providers. The Included Programs shall
receive promotional and marketing placement on the Licensed Service’s home page, genre/category pages,
navigators, graphic user interface, cross-channel real estate, barker channel and in any other available promotional
medium (to the extent permissible with the other provisions of this Article 12) in a manner no less favorable than
that offered to any other filmed content provider, including any Qualifying Studio.
12.5 The rights granted in this Article 12 shall be subject to, and Licensee shall comply with, any and
all restrictions or regulations of any applicable guild or union and any third party contractual provisions with respect
to the advertising and billing of the Included Program as Licensor may advise Licensee. In no event shall Licensee
be permitted to use any excerpts from an Included Program other than as provided by Licensor and in no case in
excess of two minutes (or such shorter period as Licensor may notify Licensee from time-to-time) in the case of a
single continuous sequence, or four minutes in the aggregate from any single Included Program (or such shorter
period as Licensor may notify Licensee from time to time).
12.6 Appropriate copyright notices shall at all times accompany all Advertising Materials. Any
promotion or advertising via the Internet is subject to the terms and conditions of the Internet and Email Promotion
Policy attached hereto as Schedule B.
12.7 Within thirty (30) calendar days after the last day of the License Period for each Included
Program, Licensee shall destroy (or at Licensor’s request, return to Licensor) all Advertising Materials for such
Included Program.
12.8 Promotions of the Included Programs may position Subscription Video-On-Demand or Free
Video-On-Demand in a positive light, but in no event shall any such promotion, including, without limitation, any
promotion of the Licensed Service or promotions on the Licensed Service or otherwise, contain negative messages
about any lawful means of film distribution, including, without limitation, home video/DVD purchase or rental,
provided that Licensee shall be free to promote the bona fide benefits of the Licensed Service (e.g., “No late fees!”
or “Order from home!”) without reference to other means of film distribution.
13. LICENSOR’S REPRESENTATIONS AND WARRANTIES. Licensor hereby represents and warrants to
Licensee that:
13.1 It is a company duly organized under the laws of the state of its organization and has all requisite
corporate power and authority to enter into this Agreement and perform its obligations hereunder;
13.2 The execution and delivery of this Agreement by Licensor has been duly authorized by all
necessary corporate action.

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13.3 This Agreement has been duly executed and delivered by, and constitutes a valid and binding
obligation of Licensor, enforceable against such party in accordance with the terms and conditions set forth in this
Agreement, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the
enforcement of creditors’ rights generally, and by general equitable or comparable principles; and
13.4 The performing and mechanical reproduction rights to any musical works contained in each of the
Included Programs, are either (i) controlled by ASCAP, BMI, SESAC or similar musical rights organizations,
collecting societies or governmental entities having jurisdiction in the Territory, (ii) controlled by Licensor to the
extent required for the licensing of the exhibition and/or manufacturing of copies of the Included Programs in
accordance herewith or (iii) in the public domain. Licensor does not represent or warrant that Licensee may exercise
the performing rights and/or mechanical reproduction rights in the music without obtaining a valid performance
and/or mechanical reproduction license and without payment of a performing rights royalty, mechanical royalty or
license fee, and if a performing rights royalty, mechanical royalty or license fee is required to be paid in connection
with the exhibition or manufacturing copies of an Included Program, Licensee shall be responsible for the payment
thereof and shall hold Licensor free and harmless therefrom. Licensor shall furnish Licensee with all necessary
information regarding the title, composer, publisher, recording artist and master owner of such music.
14. LICENSEE’S REPRESENTATIONS AND WARRANTIES. Licensee hereby represents, warrants and
covenants to Licensor that:
14.1 It is a company duly organized under the laws of the state of its organization and has all requisite
corporate power and authority to enter into this Agreement and perform its obligations hereunder;
14.2 The execution and delivery of this Agreement by Licensee has been duly authorized by all
necessary corporate action.
14.3 This Agreement has been duly executed and delivered by, and constitutes a valid and binding
obligation of Licensee, enforceable against such party in accordance with the terms and conditions set forth in this
Agreement;
14.4 Licensee has obtained and shall maintain all licenses and other approvals necessary to own and
operate the Licensed Service in the Territory and otherwise exploit the rights granted hereunder and it shall comply
with all applicable federal, state and local laws, ordinances, rules and regulations in exercising its rights and
performing its obligations hereunder, including without limitation, the Children’s Online Privacy Protection Act and
any laws, ordinances, rules and regulations relating to children.
14.5 The Licensed Service does not infringe any third party intellectual property rights;
14.6 Licensee shall be responsible for and pay the music performance rights and/or mechanical
reproduction fees and royalties, if any, as set forth in Section 13.4 above;
14.7 No Included Program shall be transmitted or exhibited except in accordance with the terms and
conditions of this Agreement. Without limiting the generality of the foregoing, no Included Program shall be
transmitted or exhibited to any person other than a Subscriber within the Territory in the medium of SVOD or
FVOD, as applicable, or transmitted other than by Approved Transmission Means on the Licensed Service to
Approved Devices, subject at all times to the Usage Rules; and
14.8 Licensee shall not permit, and shall take all precautions to prevent, the reception of the Included
Programs for anything other than Personal Use.
15. INDEMNIFICATION.
15.1 Licensor shall indemnify and hold harmless Licensee and its representatives (with respect to a
party, its officers, directors, equity owners, employees and other representatives and its parents, subsidiaries and
affiliates and their officers, directors, equity owners, employees and other representatives (collectively, the

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“Representatives”)) from and against any and all claims, damages, liabilities, costs and expenses, including
reasonable counsel fees, arising from or in connection with the breach by Licensor of any of its representations or
warranties or any material provisions of this Agreement and claims that any of the Included Programs, under U.S.
law, infringe upon the trade name, trademark, copyright, music synchronization, literary or dramatic right or right of
privacy of any claimant (not including music performance and mechanical reproduction rights which are covered
under Section 13.4 of this Schedule) or constitutes a libel or slander of such claimant; provided that Licensee shall
promptly notify Licensor of any such claim or litigation. Notwithstanding the foregoing, the failure to provide such
prompt notice shall diminish Licensor’s indemnification obligations only to the extent Licensor is actually
prejudiced by such failure. In addition, Licensor shall not be required to indemnify Licensee or its Representatives
for any claims resulting from Licensee exhibiting an Included Programs or using Advertising Materials in a form
other than as delivered by Licensor, or due to Licensee’s editing or modification of any Included Programs or
Advertising Materials, or due to Licensee’s authorization of a third party to do any of the foregoing.
15.2 Licensee shall indemnify and hold harmless Licensor and its Representatives from and against any
and all claims, damages, liabilities, costs and expenses, including reasonable counsel fees, arising from or in
connection with (i) the breach of any representation, warranty or other provision of this Agreement by Licensee,
(ii) the exhibition of any material (other than material contained in Included Programs or Advertising Materials as
delivered by Licensor and exhibited in strict accordance with this Agreement and Licensor’s instructions therefore),
in connection with or relating, directly or indirectly, to such Included Programs, (iii) claims by Subscribers that
Licensee has violated or breached its terms of service, (iv) the infringement upon or violation of any right of a third
party other than as a result of the exhibition of the Included Programs in strict accordance with the terms of this
Agreement; provided that Licensor shall promptly notify Licensee of any such claim or litigation. Notwithstanding
the foregoing, the failure to provide such prompt notice shall diminish Licensee’s indemnification obligations only
to the extent Licensee is actually prejudiced by such failure.
15.3 In any case in which indemnification is sought hereunder:
15.3.1 At the indemnifying party’s option, the indemnifying party may assume the handling,
settlement or defense of any such claim or litigation. If the indemnifying party assumes the handling, settlement or
defense of any such claim or litigation, the party to be indemnified shall cooperate in the defense of such claim or
litigation, and the indemnifying party’s obligation with respect to such claim or litigation shall be limited to holding
the indemnified party harmless from any final judgment rendered on account of such claim or settlement made or
approved by the indemnifying party in connection therewith, and 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
15.3.2 The party seeking indemnification shall fully cooperate with the reasonable requests of the
other party in its participation in, and control of, any compromise, settlement, litigation or other resolution or
disposition of any such claim. The indemnifying party shall not consent to the entry of any final judgment in any
action without the indemnified party’s prior written approval except, in the case where Licensor is the indemnifying
party, where such consent involves the agreement not to further exploit an Included Program.
16. STATEMENTS; REPORTS; SCHEDULES.
16.1 SVOD Service Reporting

16.1.1 Licensee shall provide to Licensor and its designee, if any, a statement in electronic form
(“SVOD Statement”) detailing the information specified by Licensor for the SVOD Service from time to time
including, but not limited to: (i) the actual aggregate number of SVOD Subscribers to the SVOD Service on the first
and last day of such month, (ii) the actual number of viewings of each SVOD Included Program for such month on
the SVOD Service, (iii) the actual number of unique SVOD Subscribers who viewed each SVOD Included Program,

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(iv) the actual monthly subscription fee charged to SVOD Subscribers on the SVOD Service for such month, and (v)
such other information that Licensor may reasonably request and in any event no less than provided to any other
supplier of content. Licensee shall deliver the SVOD Statement as follows: (a) with respect to the first six months
of the Term, Licensee shall deliver the SVOD Statements within thirty (30) days following the end of each month of
the Term; and (b) thereafter, Licensee shall deliver the SVOD Statements within fifteen (15) days following the end
of each month of the Term.
16.1.2 Each payment of the SVOD License Fee made pursuant to this Agreement shall be
accompanied by an accounting statement including the following information: (i) appropriate calculations of the
SVOD License Fee, including the actual subscription fee charged each month by Licensee to SVOD Subscribers
and the number of Actual SVOD Subscribers for such month, and (ii) such other information that Licensor may
reasonably request and in any event no less than provided to any other supplier of content.
16.1.3 FVOD Service Reporting. Licensee shall provide to Licensor and its designee, if any, a
statement in electronic form (“FVOD Statement” and together with the SVOD Statement, “Statements”) detailing
the information specified by Licensor for the FVOD Service from time to time including, but not limited to: (i) the
actual number of viewings of each FVOD Included Program for such month on the FVOD Service, (ii) the actual
number of unique FVOD Subscribers who viewed each FVOD Included Program, and (iii) such other information
that Licensor may reasonably request and in any event no less than provided to any other supplier of content.
Licensee shall deliver the FVOD Statement as follows: (a) with respect to the first six months of the Term, Licensee
shall deliver the FVOD Statements within thirty (30) days following the end of each month of the Term; and (b)
thereafter, Licensee shall deliver the FVOD Statements within fifteen (15) days following the end of each month of
the Term.
16.1.4 Each payment of the FVOD License Fee made pursuant to this Agreement shall be
accompanied by an accounting statement including the following information: (i) appropriate calculations of the
FVOD License Fee, including the number of Actual FVOD Subscribers for such month, (ii) appropriate calculation
of the FVOD Ad Revenue Share, including total views per Included Program, ad campaigns, ad cost type and rate,
impressions, booked and delivered revenue and (iii) such other information that Licensor may reasonably request
and in any event no less than provided to any other supplier of content.
16.2 Licensee shall provide Statements on a weekly or more frequent basis to Licensor if and when
Licensee provides weekly or more frequent reports to any other Qualifying Studio. Licensee shall further provide
aggregate (anonymous) demographic information about Subscribers who view programs on the Licensed Service if
and when such information becomes available to Licensee, but in any event, if and when Licensee provides such
information to any other Qualifying Studio.
16.3 At Licensor’s election, Licensor may appoint a third party designee to receive or access the
foregoing data for purposes of reorganizing or presenting such data as requested by Licensor provided that any such
designee agrees to keep such information confidential.
16.4 To the extent such information is not subject to confidentiality restrictions, Licensee shall provide
Licensor within thirty (30) days following the end of each calendar quarter of the Term with a report in electronic
form setting forth pricing and performance data (aggregated and not reported on a title by title basis) for all SVOD
and FVOD programming (other than Adult Programs) exhibited during such quarter on the Licensed Service
including, but not limited to: (i) the average number of titles offered in each genre or category of the Licensed
Service during such calendar quarter, (ii) the average number of SVOD or FVOD program views per genre or
category such calendar quarter; and (iii) the average retail price charged per genre or category during such calendar
quarter.
16.5 Licensee shall provide to Licensor all relevant non-confidential market and subscriber
information, including, but not limited to, research and studies highlighting consumer viewing and acquisition
behavior, buy rate information by category/genre and in the aggregate, price sensitivity and the impact of
promotions and bundling, focus group surveys and demographic studies. Licensor may make suggestions to
Licensee regarding the direction of ongoing research.

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17. TERMINATION.
17.1 Without limiting any other provision of this Agreement and subject to Section 17.3 of this
Schedule, upon the occurrence of a Licensee Termination Event (as defined below), Licensor may, in addition to any
and all other rights which it may have against Licensee, immediately terminate this Agreement or any license with
respect to an Included Program by giving written notice to Licensee and/or accelerate the payment of all monies payable
under this Agreement such that they are payable immediately and to retain such monies, it being acknowledged that
Licensee’s material obligations hereunder include full, non-refundable payment of 100% of the license fees described in
this Agreement regardless of any early termination of this Agreement due to a Licensee Termination Event. Whether or
not Licensor exercises such right of termination, Licensor shall, upon the occurrence of any Licensee Event of Default
(as defined below), have no further obligation to deliver Copies or Advertising Materials to Licensee and Licensor shall
have the right to require Licensee to immediately return all Copies and Advertising Materials to Licensor. In addition to
any and all other remedies in respect of a Licensee Event of Default which Licensor may have under applicable law,
Licensor shall be entitled to recover from Licensee all payments past due from Licensee to Licensor hereunder, together
with interest, compounded monthly, at the lesser of (x) 110% of the Prime Rate and (y) the maximum rate permitted by
law, plus reasonable attorneys fees, and all costs and expenses, including collection agency fees, incurred by Licensor to
enforce the provisions thereof. Furthermore, upon a Licensee Event of Default, Licensor shall have the right to
immediately suspend delivery of all Included Programs and materials with respect thereto and/or suspend Licensee’s
right to exploit any Included Programs, licensed hereunder, without prejudice to any of its other rights hereunder. As
used herein, a “Licensee Event of Default”: the occurrence of any of the following: (A) Licensee (x) fails to timely
perform or breaches any of its material obligations hereunder or otherwise materially breaches this Agreement,
(y) fails to make timely payment of fees under this Agreement or any other agreement between Licensor and
Licensee or (z) assigns or otherwise transfers this Agreement in violation of this Agreement; or (B) upon
(i) Licensee becoming unable to pay its debts; (ii) 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 Licensee; (iii) Licensee becoming insolvent; (iv) a petition under any bankruptcy or analogous act
being filed by or against Licensee (which petition, if filed against Licensee, shall not have been dismissed by the
relevant authority within thirty (30) days thereafter); (v) Licensee executing an assignment for the benefit of
creditors; (vi) a receiver being appointed for the assets of Licensee; (vii) Licensee taking advantage of any
applicable bankruptcy, insolvency or reorganization or any other like statute; or (viii) the occurrence of any event
analogous to the foregoing. As used herein a “Licensee Termination Event” shall mean (I) the occurrence of a
curable Licensee Event of Default described in subclause (A) above that Licensee has failed to cure within thirty
(30) days written notice from Licensor of the occurrence of such default or, if such default is the failure to pay any
installment or overage, within five Business Days of notice from Licensor, (II) the occurrence of a non-curable
Licensee Event of Default described in subclause (A) above and (III) the occurrence of a Licensee Event of Default
described in subclause (B) above. In addition to the foregoing, Licensor may terminate this Agreement upon thirty
(30) days written notice to Licensee for any reason or no reason.
17.2 Subject to Section 17.3 of this Schedule, in the event Licensor materially defaults in the performance
of any of its material obligations hereunder or Licensor becomes insolvent, or a petition under any bankruptcy act
shall be filed by or against Licensor (which petition, if filed against Licensor, shall not have been dismissed within
thirty (30) days thereafter), or Licensor executes an assignment for the benefit of creditors, or a receiver is appointed
for the assets of Licensor, or Licensor takes advantage of any applicable insolvency or reorganization or any other
like statute (each of the above acts is hereinafter referred to as a “Licensor Event of Default”), and Licensor fails to cure
such Licensor Event of Default within thirty (30) days after delivery by Licensee to Licensor of written notice of such
Licensor Event of Default, then Licensee may, in addition to any and all other rights which it may have against Licensor,
immediately terminate this Agreement by giving written notice to Licensor.
17.3 Notwithstanding anything to the contrary contained in Sections 17.1 or 17.2 hereof, no termination of
this Agreement for any reason shall relieve or discharge, or be deemed or construed as relieving or discharging, any party
hereto from any duty, obligation or liability hereunder which was accrued as of the date of such termination (including,
without limitation, the obligation to pay any amounts payable hereunder accrued as of such date of termination).
18. EXCLUSION RIGHT. Notwithstanding anything contained in this Agreement to the contrary, Licensee
hereby acknowledges that Licensor may be unable to license a program to Licensee on the terms set forth in this

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Agreement due to certain arrangements between Licensor and individuals involved in the production or financing of
such program that require Licensor to obtain the approval of such individuals prior to the licensing of such program.
In any such circumstance, Licensor hereby agrees to use reasonable, good faith business efforts to obtain the
approvals necessary to allow Licensor to license such program to Licensee under the terms of this Agreement.
Notwithstanding anything contained herein to the contrary, Licensor and Licensee hereby agree that Licensor’s
inability to obtain such necessary approvals and to license any such program to Licensee under the terms of this
Agreement shall not be deemed to be, or in any way constitute, a breach of this Agreement. If Licensor is unable to
obtain such necessary approvals, Licensor shall give Licensee written notice thereof and shall have no further
obligations to Licensee with respect to such program.
19. ASSIGNMENT. Licensee shall not assign, transfer or hypothecate its rights hereunder, in whole or in part,
whether voluntarily or by operation of law (including, without limitation, by merger, consolidation or change in
control), without Licensor’s prior written approval.
20. NON-WAIVER OF BREACH; REMEDIES CUMULATIVE. A waiver by either party of any of the terms
or conditions of this Agreement shall not, in any instance, be deemed or construed to be a waiver of such terms or
conditions for the future or of any subsequent breach thereof. No payment or acceptance thereof pursuant to this
Agreement shall operate as a waiver of any provision hereof. All remedies, rights, undertakings, obligations and
agreements contained in this Agreement shall be cumulative and none of them shall be in limitation of any other
remedy, right, undertaking, obligation, or agreement of either party.
21. GOVERNING LAW. This Agreement shall be interpreted and construed in accordance with the substantive
laws (and not the law of conflicts) of the State of California and the United States of America with the same force
and effect as if fully executed and to be fully performed therein. All actions or proceedings arising in connection
with, touching upon or relating to this Agreement, the breach thereof and/or the scope of the provisions of this
Section 21 (a “Proceeding”) shall be submitted to JAMS (“JAMS”) for binding arbitration under its Comprehensive
Arbitration Rules and Procedures if the matter in dispute is over $250,000 or under its Streamlined Arbitration Rules
and Procedures if the matter in dispute is $250,000 or less (as applicable, the “Rules”) to be held solely in Los
Angeles, California, U.S.A., in the English language in accordance with the provisions below.
21.1 Each arbitration shall be conducted by an arbitral tribunal (the “Arbitral Board”) consisting of a
single arbitrator who shall be mutually agreed upon by the parties. If the parties are unable to agree on an arbitrator,
the arbitrator shall be appointed by JAMS. The arbitrator shall be a retired judge with at least ten (10) years
experience in commercial matters. The Arbitral Board shall assess the cost, fees and expenses of the arbitration
against the losing party, and the prevailing party in any arbitration or legal proceeding relating to this Agreement
shall be entitled to all reasonable expenses (including, without limitation, reasonable attorney’s fees).
Notwithstanding the foregoing, the Arbitral Board may require that such fees be borne in such other manner as the
Arbitral Board determines is required in order for this arbitration clause to be enforceable under applicable law. The
parties shall be entitled to conduct discovery in accordance with Section 1283.05 of the California Code of Civil
Procedure, provided that (a) the Arbitral Board must authorize all such discovery in advance based on findings that
the material sought is relevant to the issues in dispute and that the nature and scope of such discovery is reasonable
under the circumstances, and (b) discovery shall be limited to depositions and production of documents unless the
Arbitral Board finds that another method of discovery (e.g., interrogatories) is the most reasonable and cost efficient
method of obtaining the information sought.
21.2 There shall be a record of the proceedings at the arbitration hearing and the Arbitral Board shall
issue a Statement of Decision setting forth the factual and legal basis for the Arbitral Board's decision. If neither
party gives written notice requesting an appeal within ten (10) business days after the issuance of the Statement of
Decision, the Arbitral Board's decision shall be final and binding as to all matters of substance and procedure, and
may be enforced by a petition to the Los Angeles County Superior Court or, in the case of Licensee, such other court
having jurisdiction over Licensee, which may be made ex parte, for confirmation and enforcement of the award. If
either party gives written notice requesting an appeal within ten (10) business days after the issuance of the
Statement of Decision, the award of the Arbitral Board shall be appealed to three (3) neutral arbitrators (the
"Appellate Arbitrators"), each of whom shall have the same qualifications and be selected through the same
procedure as the Arbitral Board. The appealing party shall file its appellate brief within thirty (30) days after its

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written notice requesting the appeal and the other party shall file its brief within thirty (30) days thereafter. The
Appellate Arbitrators shall thereupon review the decision of the Arbitral Board applying the same standards of
review (and all of the same presumptions) as if the Appellate Arbitrators were a California Court of Appeal
reviewing a judgment of the Los Angeles County Superior Court, except that the Appellate Arbitrators shall in all
cases issue a final award and shall not remand the matter to the Arbitral Board. The decision of the Appellate
Arbitrators shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition
to the Los Angeles County Superior Court or, in the case of Licensee, such other court having jurisdiction over
Licensee, which may be made ex parte, for confirmation and enforcement of the award. The party appealing the
decision of the Arbitral Board shall pay all costs and expenses of the appeal, including the fees of the Appellate
Arbitrators and the reasonable outside attorneys' fees of the opposing party, unless the decision of the Arbitral Board
is reversed, in which event the costs, fees and expenses of the appeal shall be borne as determined by the Appellate
Arbitrators.
21.3 Subject to a party's right to appeal pursuant to the above, neither party shall challenge or resist any
enforcement action taken by the party in whose favor the Arbitral Board, or if appealed, the Appellate Arbitrators,
decided. Each party acknowledges that it is giving up the right to a trial by jury or court. The Arbitral Board shall
have the power to enter temporary restraining orders and preliminary and permanent injunctions. Neither party shall
be entitled or permitted to commence or maintain any action in a court of law with respect to any matter in dispute
until such matter shall have been submitted to arbitration as herein provided and then only for the enforcement of the
Arbitral Board’s award; provided, however, that prior to the appointment of the Arbitral Board or for remedies
beyond the jurisdiction of an arbitrator, at any time, either party may seek pendente lite relief in a court of competent
jurisdiction in Los Angeles County, California or, if sought by Licensor, such other court that may have jurisdiction
over Licensee, without thereby waiving its right to arbitration of the dispute or controversy under this section. All
arbitration proceedings (including proceedings before the Appellate Arbitrators) shall be closed to the public and
confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court
confirmation of the arbitration award. Notwithstanding anything to the contrary herein, Licensee hereby irrevocably
waives any right or remedy to seek and/or obtain injunctive or other equitable relief or any order with respect to,
and/or to enjoin or restrain or otherwise impair in any manner, the production, distribution, exhibition or other
exploitation of any motion picture, production or project related to Licensor, its parents, subsidiaries and affiliates,
or the use, publication or dissemination of any advertising in connection with such motion picture, production or
project. The provisions of this Section 21 shall supersede any inconsistent provisions of any prior agreement
between the parties.
22. NOTICES. All notices hereunder shall be in writing and shall be sent by certified (return receipt requested) or
registered mail, by air courier service, by personal delivery, or by facsimile to the address or fax number of the party
for whom it is intended as follows, or to such other address or fax number as any party may hereafter specify in
writing:
22.1 If to Licensor, to: Crackle, Inc., 10202 West Washington Boulevard, Culver City, CA 90232,
Attention: Executive Vice President, Legal Affairs, Fax no.: 1-310-244-2169, with a copy to: Sony Pictures
Entertainment Inc., 10202 West Washington Boulevard, Culver City, CA 90232, Attention: General Counsel,
Facsimile No.: 1-310-244-0510.
22.2 If to Licensee, to it at the address specified in Article 8 of the Principal Terms.
22.3 General. Notice given by personal delivery or facsimile shall be deemed given upon delivery and
notice given by overnight delivery or courier service shall be deemed given the first Business Day following the
Business Day of delivery to the overnight delivery service.
23. FORCE MAJEURE. Neither party shall in any manner whatsoever be liable or otherwise responsible for any
delay or default in, or failure of performance resulting from or arising out of or in connection with any Event of
Force Majeure, and no such delay, default in, or failure of performance shall constitute a breach by either party
hereunder.
24. CONFIDENTIALITY. Other than as may be required by law, or governmental authority, or to enforce its
rights hereunder, and subject to the following sentence, neither party shall, without the express written consent of the
other, publicly divulge or announce, or in any manner disclose to any third party, other than its attorneys, advisors,

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directors, employees, agents, shareholders, accountants, parent entities or auditors, and, in the case of Licensor, its
profit participants, or pursuant to Guild obligations (each of whom shall be subject to the confidentiality provision
hereof) on a need-to-know basis, any of the specific terms and conditions of this Agreement, including, without
limitation, the License Fees payable hereunder. Neither party shall issue any press release regarding the existence of
or terms of this Agreement without the prior written consent of the other party.
25. AUDIT. Licensee shall keep and maintain complete and accurate books of account and records at its principal
place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with
the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule.
Licensor shall have the right during business hours to audit and check at Licensee’s principal place of business,
Licensee’s books and records pertaining to the accuracy of the statements and other financial information delivered
to Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of
any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit,
shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable
for any balance due under the terms of this Agreement. If an examination establishes an error in Licensee’s
computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount
of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to the lesser of
one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error
is in excess of 3% of such license fees due for the period covered by such audit, Licensee shall, in addition to
making immediate payment of the additional license fees due plus interest in accordance with the previous sentence,
pay to Licensor (i) the costs and expenses incurred by Licensor for any audit, and (ii) reasonable attorneys fees
incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section
exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum
permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and
effect.
26. LIMITATION OF LIABILITY. EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS SET FORTH IN
SECTION 15 HEREOF, CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 24 HEREOF, AND
FRAUD OR WILLFUL, INTENTIONAL OR GROSSLY NEGLIGENT CONDUCT, UNDER NO
CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT,
INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING FROM THIS
AGREEMENT, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
27. CAPTIONS/DRAFTING. Article, Section or other headings contained in this Agreement are for convenience
only and shall not affect in any way the meaning or interpretation of this Agreement. In interpreting the terms and
conditions of this Agreement, no presumption shall be interpreted for or against a party as a result of the role of such
party or such party’s counsel in the drafting of this Agreement.
28. CONFLICTING LAW OR REGULATION. If any provision in this Agreement is determined by a court or
arbitrator of competent jurisdiction to be invalid or unenforceable (for any reason, including, without limitation, in
connection with “competition” legislation), such determination shall not affect any other provision, each of which
shall be construed and enforced as if such invalid or unenforceable provision were not contained herein.
29. NO THIRD PARTY BENEFICIARIES. This Agreement is entered into for the express benefit of the parties
hereto, their successors and permitted assigns and is not intended, and shall not be deemed, to create in any other
natural person, corporation, company, and/or any other entity whatsoever any rights or interest whatsoever,
including, without limitation, any right to enforce the terms hereof.
30. COMPLIANCE WITH THE FCPA. It is the policy of Licensor to comply and require that its licensees
comply with the U.S. Foreign Corrupt Practices Act, 15 U.S.C. Section 78dd-1 and 78dd-2, and all other applicable
anti-corruption laws (collectively, "FCPA"). Licensee represents, warrants and covenants that: (i) Licensee is aware
of the FCPA and will advise all persons and parties supervised by it of the requirements of the FCPA; (ii) Licensee
has not and will not, and to its knowledge, no one acting on its behalf has taken or will take any action, directly or
indirectly, in violation of the FCPA; (iii) Licensee has not in the last 5 years been accused of taking any action in
violation of the FCPA; (iv) Licensee has not and will not cause any party to be in violation of the FCPA; (v) should

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Licensee learn of, or have reason to know of, any request for payment that is inconsistent with the FCPA, Licensee
shall immediately notify Licensor; and (vi) Licensee is not a "foreign official" as defined under the U.S. Foreign
Corrupt Practices Act, does not represent a foreign official, and will not share any fees or other benefits of this
contract with a foreign official. Licensee will indemnify, defend and hold harmless Licensor and its Representatives
for any and all liability arising from any violation of the FCPA caused or facilitated by Licensee. In the event
Licensor deems that it has reasonable grounds to suspect Licensee has violated the FCPA, Licensor and its
Representatives shall have the right to review and audit, at Licensor's expense, any and all books and financial
records of Licensee at any time, and Licensor shall be entitled partially or totally to suspend its performance
hereunder until such time it is proven to Licensor's satisfaction that Licensee has not violated the FCPA. In the
event Licensor determines, in its sole discretion (whether through an audit or otherwise), that Licensee has violated
the FCPA, either in connection with this Agreement or otherwise, Licensor may terminate this Agreement
immediately upon written notice to Licensee. Such suspension or termination of this Agreement shall not subject
Licensor to any liability, whether in contract or tort or otherwise, to Licensee or any third party, and Licensor's rights
to indemnification or audit with respect to the FCPA shall survive such suspension or termination of this Agreement.
31. ENTIRE UNDERSTANDING. This Agreement includes the entire understanding of the parties with respect
to the subject matter hereof, and all prior agreements (written or oral) with respect to such subject matter have been
merged herein. No representations or warranties have been made other than those expressly provided for herein.
This Agreement may not be modified, except by a written instrument signed by the parties, and this provision may
not be waived except by written instrument signed by the parties.

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SCHEDULE B
INTERNET AND EMAIL PROMOTION POLICY

Licensee’s right to promote, market and advertise (“Promote”) the upcoming exhibition(s) on the Licensed Service
of the Included Programs (“Programs”) licensed by Crackle, Inc. or its affiliate (“Crackle”) pursuant to the license
agreement (“License Agreement”) to which this Policy is attached as set forth in the License Agreement shall
include the limited, non-exclusive, non-transferable right to Promote by means of the Internet and messages
transmitted electronically over the Internet (“Email”) subject to the additional terms and conditions set forth herein
(the “Policy”). “Promotion” means the promotion, marketing or advertising of the exhibition of the Programs on the
Licensed Service. Each capitalized term used and not defined herein shall have the definition ascribed to it in the
License Agreement. All Promotions by means of the Internet and Email are subject to the additional provisions
governing Promotion set forth in the License Agreement and any other terms and conditions that may be provided to
Licensee by Crackle in the future. To the extent there is a conflict between this Policy and such other terms or
conditions, this Policy shall govern.
1. General. Licensee shall not Promote the Programs over the Internet except by means of the website owned or
controlled by Licensee (the “Website”) or by means of Email from the service licensed under the License Agreement
(“Licensed Service”). “Internet” means the public, global, computer-assisted network of interconnected computer
networks that employs Internet Protocol (“IP”) or any successor thereto. If Licensee contracts with any third party
to build, host, administer or otherwise provide services in connection with its Website, a Microsite, or any Internet or
Email Promotion, then Licensee shall ensure that such third party fully complies with all provisions of this Policy
pertaining thereto, including, without limitation, the requirement: (i) to conduct such activities in accordance with
security standards as provided and approved by Crackle; (ii) to comply with all Laws (as defined below); (iii) to
maintain the privacy and security of Email addresses provided by Licensee (if any) in order to protect against
unauthorized access, disclosure and use; and (iv) to not use such Email addresses (if any) for any purpose other than
to deliver the Email Promotions. Licensee shall not require any user of the Website or any Microsite to register or
provide personally identifiable information as a precondition to access the Website or Microsite or receipt of Email
Promotions. Except as expressly authorized herein, Licensee shall not Promote any Programs on the Internet or via
Email, or otherwise use on the Internet or in any Email any materials of Crackle or relating to any Programs
(including, without limitation, any copyright, trademark, service mark, logos or other intellectual property). In the
event that Licensee wishes to pursue any Internet or Email promotional activities not expressly authorized by this
Policy, each such activity shall be subject to Crackle’s specific prior written approval. To the extent any Website or
Microsite includes interactive features such as chatrooms, web logs, or message boards (collectively, “Interactive
Features”), then as between Licensee and Crackle, Licensee shall be solely responsible for the content of such
Interactive Features and for any users’ conduct, and such Website or Microsite shall expressly disclaim any
endorsement or sponsorship of such Interactive Features by Crackle.
2. Territory. Licensee shall use commercially reasonable efforts to ensure that each Promotion is conducted in
and restricted to viewers in the Territory and shall not, directly or indirectly, aim any Promotion to viewers outside
of the Territory. To the extent the geographic location of an e-mail address can be determined, each Email
Promotion shall be sent only to Email addresses located in the Territory.
3. Advertising/Revenue. No part of the Promotion shall: (i) advertise, market or promote any entity, product or
service other than the Program; (ii) contain commercial tie-ins; (iii) sell or offer to sell any product or service; or
(iv) be linked to any of the foregoing. No Promotion shall be conducted so as to generate revenue in any manner,
other than as an incidence of increased viewership of the Program resulting from the Promotion. Nor shall Licensee
charge or collect fees of any kind or other consideration, for access to the Promotion or any Program material,
including, without limitation, registration fees, bounty or referral fees. Advertisements that are commonly known in
the industry as “banner ads” and “pop-ups” that are purchased and displayed on the Website independent of and
without regard to, reference to, or association with any Program shall not violate the previous sentence; provided
any such advertisements (i) do not appear on or during any Microsite or any page devoted to promotion of any
Program, Programs or Crackle product; (ii) are placed in and appear in a manner independent of and unassociated
with any Program, and (iii) shall be stopped and removed by Licensee within 24 hours of Licensor notifying
Licensee that any such advertisements, in Licensor’s sole discretion, are unacceptable.

B-1
4. Materials. Unless specifically authorized by Crackle in writing in each instance, each Promotion shall use only
promotional materials: (i) from SPTI.com or from Crackle press kits; (ii) strictly in accordance with the terms for
their use set forth herein, in the License Agreement, on SPTI.com and in the Crackle press kits, as applicable; and
(iii) without editing, addition or alteration. Notwithstanding anything to the contrary contained hereinabove, under
no circumstances shall Licensee remove, disable, deactivate or fail to pass through to the consumer any anti-
copying, anti-piracy or digital rights management notices, code or other technology embedded in or attached to the
promotional materials. If any copyrighted or trademarked materials are used in any Promotion, they shall be
accompanied by and display, in each instance, the copyright, trademark or service mark notice for the relevant
Program (or episode) set forth on SPTI.com or in the Crackle press kit, as applicable. Still photographs posted on
the Website may not exceed a resolution of 300dpi, and if offered for free download, the download resolution shall
not exceed 72 dpi. Video clips and trailers shall not be made available for download. An Email Promotion may
embed or attach an authorized still photograph, provided the resolution of such photograph does not exceed 72dpi.
5. Warning. Each page containing a Promotion shall (i) prominently include the following warning: “All
copyrights, trademarks, service marks, trade names, and trade dress pertaining to [insert Program title] are
proprietary to Sony Pictures Entertainment Inc., its parents, subsidiaries or affiliated companies, and/or third-party
licensors. Except as expressly authorized in this promotion, and only to the extent so authorized, no material
pertaining to [insert Program title] may be copied, reproduced, republished, uploaded, posted, transmitted or
distributed in any way.”; or (ii) prominently include a link to the Website terms and conditions page which shall
prominently include either the foregoing warning or another warning against downloading, duplicating and any
other unauthorized use of material on the Website.
6. URLs. None of the following shall be used as the URL or domain name for the Website or any Microsite:
(i) the title or any other element of a Program, including, without limitation, character names and episode names and
storylines; and (ii) copyrighted works, trade marks, service marks and other proprietary marks of Crackle or a
Program; provided that Licensee may use the name of the Program as a subset of Licensee’s name, registered
domain name or name of the Licensed Service (e.g., if Licensee’s registered domain name is “Licensee.com,” and
the Program is “XYZ,” Licensee may use the following URLS: “Licensee.com/XYZ” or “XYZ.Licensee.com”); or
as a subdirectory to name a page devoted solely to such Program within the Website or a Microsite.
7. Microsites. Licensee may, at its own cost and expense, develop a subsite located within its Website dedicated
solely to the Promotion of upcoming exhibition(s) of a Program on the Licensed Service (each such subsite, a
“Microsite”) subject to the following additional terms and conditions. Licensee shall notify Crackle promptly of the
creation of any Microsite. If Crackle provides to Licensee the form and content for the Microsite (the “Template”),
Licensee shall not alter or modify any element of such Template (including, without limitation, any copyright notice,
trade or service mark notice, logo, photographs or other images) without Crackle’s prior written approval in each
instance, provided that Licensee may use any one or more elements of such Template without using all elements of
the Template. All right and title in and to the Template shall remain in Crackle. All right and title in and to the
Microsite, including copyrights, shall vest in Crackle upon creation thereof, whether or not the Microsite was
created by or paid for by Licensee. To the extent that any right or title in the Microsite is deemed not to so vest in
Crackle, then to the fullest extent permissible by law, License hereby irrevocably assigns such right and title to
Crackle. Upon request by Crackle, Licensee shall provide Crackle with periodic traffic reports of all visits made to
the Microsite during the License Period for the Program.
8. Email Promotions. Without limitation to anything contained herein, the following additional terms and
conditions shall apply to Email Promotions:
8.1 Sender’s Address. Email Promotions shall be sent by Licensee only from the Email address identified
on the Website as the Licensed Service’s primary Email address, which address shall clearly identify the Licensed
Service as the sender of the Email. Licensee shall not use the Program name (or any other element of a Program,
including, without limitation, character names and/or episode names or storylines) or copyrighted works, trade
marks, service marks or other proprietary marks of Crackle or a Program as part of its Email address.

B-2
8.2 Opt-Out. Each Email Promotion: (i) shall be sent only to individuals who have actively elected to
receive such Emails from the Licensed Service; and (ii) shall contain an opt-out option to prevent the receipt of
further Email Promotions.
9. Costs. Except with respect to the provision of Program materials supplied on SPTI.com or in Crackle press
kits, Licensee shall be solely responsible for: (i) all costs and expenses of any kind or nature associated with its
Promotions; (ii) all costs and expenses of any kind or nature associated with its compliance with any Laws in
connection with its Promotions; and (iii) any reuse fees, third party fees and/or any other compensation of any kind
or nature arising from its Promotional use of any Program materials, except as expressly authorized by Crackle in
this Policy.
10. Compliance With Law and Security. Notwithstanding anything to the contrary contained in this Policy,
Licensee shall ensure that each Promotion, the Website, any webpages thereof that contain Program material, any
Microsites, any Emails that contain Program material, and databases containing personally identifiable information
and Email addresses used in Email Promotions (which must be maintained in a secure environment) and the
acquisition, use and storage of all such data, shall at all times be in full compliance with and in good standing under
the laws, rules, regulations, permits and self-regulatory codes of the Territory, and the country (if different) of
Licensee’s domicile, including, without limitation, consumer protection, security and personal information
management (PIM), privacy and anti-spam laws (collectively, “Laws”).
11. Violations. If Crackle determines that the Promotion is in violation of this Policy, the License Agreement, or
any applicable Law, then Crackle will provide Licensee with written notice thereof. Promptly upon receipt of such
notice, and in no event later than 24 hours thereafter, Licensee shall correct the specified violation (including,
without limitation, by removing the offending content from the Website, Microsite or Email). Licensee’s failure to
do so within the time specified shall constitute an unremedied default under the License Agreement (notwithstanding
any longer cure periods provided for therein), entitling Crackle to terminate the License Agreement with respect to
the applicable Program by written notice with immediate effect.

B-3
VOD-SVOD-PayTV Schedule C V1.1.7
SCHEDULE C
CONTENT PROTECTION REQUIREMENTS AND OBLIGATIONS
This Schedule C is attached to and a part of that certain SVOD/FVOD License Agreement, dated
_____________, 2011 (the “Agreement”), between Crackle, Inc. and GoGoPop, Inc. All defined
terms used but not otherwise defined herein shall have the meanings given them in the Agreement.
General Content Security & Service Implementation
Content Protection System. All content delivered to, output from or stored on a device must be
protected by a content protection system that includes digital rights management, conditional access
systems and digital output protection (such system, the “Content Protection System”).
The Content Protection System shall:

(i) be approved in writing by Licensor (including any upgrades or new versions, which
Licensee shall submit to Licensor for approval upon such upgrades or new versions
becoming available),
(ii) be fully compliant with all the compliance and robustness rules associated therewith, and
(iii) use only those rights settings, if applicable, that are approved in writing by Licensor.
(iv) be considered to meet sections 1 (“Encryption”), 2 (“”Key Management”), 3 (“Integrity”), 5
(“Digital Rights Management”), 10 (“Protection against hacking”), 11 (“License
Revocation”), 12 (“Secure Remote Update”), 16 (“PVR Requirements”), 17 (“Copying”) of
this schedule if the Content Protection System is an implementation of one the content
protection systems approved by the Digital Entertainment Content Ecosystem (DECE),
and said implementation meets the compliance and robustness rules associated with the
chosen DECE approved content protection system. The DECE approved content
protection systems are:
a. Marlin Broadband
b. Microsoft Playready
c. CMLA Open Mobile Alliance (OMA) DRM Version 2 or 2.1
d. Adobe Flash Access 2.0 (not Adobe’s Flash streaming product)
e. Widevine Cypher ®
1. Encryption.
1.1. The Content Protection System shall use cryptographic algorithms for encryption,
decryption, signatures, hashing, random number generation, and key generation and
the utilize time-tested cryptographic protocols and algorithms, and offer effective
security equivalent to or better than AES 128 (as specified in NIST FIPS-197) or ETSI
DVB CSA3.
1.2. The content protection system shall only decrypt streamed content into memory
temporarily for the purpose of decoding and rendering the content and shall never
write decrypted content (including, without limitation, portions of the decrypted
content) or streamed encrypted content into permanent storage..
1.3. Keys, passwords, and any other information that are critical to the cryptographic
strength of the Content Protection System (“critical security parameters”, CSPs) may
never be transmitted or permanently or semi-permanently stored in unencrypted form.
Memory locations used to temporarily hold CSPs must be securely deleted and
overwritten as soon as possible after the CSP has been used.
1.4. If the device hosting the Content Protection System allows download of software then
decryption of (i) content protected by the Content Protection System and (ii) CSPs (as
defined in Section 2.1 below) related to the Content Protection System shall take
place in an isolated processing environment and decrypted content must be
encrypted during transmission to the graphics card for rendering

C-1
1.5. The Content Protection System shall encrypt the entirety of the A/V content,
including, without limitation, all video sequences, audio tracks, sub pictures, menus,
subtitles, and video angles. Each video frame must be completely encrypted.
2. Key Management.
2.1. The Content Protection System must protect all CSPs. CSPs shall include, without
limitation, all keys, passwords, and other information which are required to maintain
the security and integrity of the Content Protection System.
2.2. CSPs shall never be transmitted in the clear or transmitted to unauthenticated

recipients (whether users or devices.
3. Integrity.
3.1. The Content Protection System shall maintain the integrity of all protected content.
The Content Protection System shall detect any tampering with or modifications to
the protected content from its originally encrypted form.
3.2. Each installation of the Content Protection System on an end user device shall be
individualized and thus uniquely identifiable. [For example, if the Content Protection
System is in the form of client software, and is copied or transferred from one device
to another device, it will not work on such other device without being uniquely
individualized.]
4. The Licensed Service shall prevent the unauthorized delivery and distribution of Licensor’s
content (for example, user-generated / user-uploaded content) and shall use reasonable
efforts to filter and prevent such occurrences.
Digital Rights Management
5. Any Digital Rights Management used to protect Licensed Content must support the following:
5.1. A valid license, containing the unique cryptographic key/keys, other necessary
decryption information, and the set of approved usage rules, shall be required in
order to decrypt and play each piece of content.
5.2. Each license shall bound to either a (i) specific individual end user device or (ii)
domain of registered end user devices in accordance with the approved usage rules.
5.3. Licenses bound to individual end user devices shall be incapable of being transferred
between such devices.
5.4. Licenses bound to a domain of registered end user devices shall ensure that such
devices are only registered to a single domain at a time. An online registration
service shall maintain an accurate count of the number of devices in the domain
(which number shall not exceed the limit specified in the usage rules for such
domain). Each domain must be associated with a unique domain ID value.
5.5. If a license is deleted, removed, or transferred from a registered end user device, it
must not be possible to recover or restore such license except from an authorized
source.
5.6. Secure Clock. For all content which has a time-based window (e.g. VOD, catch-up,
SVOD) associated with it, the Content Protection System shall implement a secure
clock. The secure clock must be protected against modification or tampering and
detect any changes made thereto. If any changes or tampering are detected, the
Content Protection System must revoke the licenses associated with all content
employing time limited license or viewing periods.

C-2
Conditional Access Systems
6. Any Conditional Access System used to protect Licensed Content must support the following:
6.1. Content shall be protected by a robust approved scrambling or encryption algorithm

in accordance section 1 above.
6.2. ECM’s shall be required for playback of content, and can only be decrypted by those
Smart Cards or other entities that are authorized to receive the content or service.
Control words must be updated and re-issued as ECM’s at a rate that reasonably
prevents the use of unauthorized ECM distribution, for example, at a rate of no less
than once every 7 seconds.
6.3. Control Word sharing shall be prohibited, The Control Word must be protected from
unauthorized access.
Streaming
7. Generic Streaming Requirements
The requirements in this section 7 apply in all cases where streaming is supported.
7.1. Streams shall be encrypted using AES 128 (as specified in NIST FIPS-197) or other
robust, industry-accepted algorithm with a cryptographic strength and key length such
that it is generally considered computationally infeasible to break.
7.2. Encryption keys shall not be delivered to clients in a cleartext (un-encrypted) state.
7.3. The integrity of the streaming client shall be verified by the streaming server before
commencing delivery of the stream to the client.
7.4. Licensee shall use a robust and effective method (for example, short-lived and
individualized URLs for the location of streams) to ensure that streams cannot be
obtained by unauthorized users.
8. Flash Streaming Requirements
The requirements in this section 8 only apply if the Adobe Flash product is used to provide the
Content Protection System.
8.1. Adobe RTMPE is approved for streaming using the following Adobe product versions
or later:
8.1.1. Client side: Flash Player 10.0.22
8.1.2. Server side: FMS 3.51 and FMS 3.03
8.2. Licensee will make reasonable commercial efforts to stay up to date with the “then
current” versions of the above Adobe products.
8.3. Progressive downloading of licensed content is prohibited.
8.4. Flash Encoded Content (including FLV and F4V file formats) must be streamed using
Adobe RTMP-E protocol.
8.5. Flash servers shall be configured such that RTMP-E is enabled, and RTMP is
disabled. No content shall be available through both RTMP and RTMP-E.
8.6. Flash Media Servers shall be configured such that SWF Verification is enabled.

C-3
8.7. Licensee’s and/or its designated CDN shall implement “Token Authentication”, i.e.
mechanism that creates a short-lived URL (approx 3-5 minutes) for content by
distributing a “token” to the client only at such a time it is authorized to receive the
VOD Stream.
8.8. Licensee must migrate from RTMP-E (stream encryption) to Adobe DRM i.e. Flash
Media Rights Management Server successor “Flash Access 2.0” (file-based
encryption) or other DRM approved by Licensor in writing within 6 months of the
commercial launch of Flash Access 2.0 and be in full compliance with all content
protection provisions herein;.
8.9. Licensee must make reasonable commercial efforts to comply with Adobe compliance
and robustness rules for Flash Server products at such a time when they become
commercially available.
9. Microsoft Silverlight
The requirements in this section 9 only apply if the Microsoft Silverlight product is used to provide the
Content Protection System.
9.1. Microsoft Silverlight is approved for streaming if using Silverlight 2 or later version.
9.2. When used as part of a streaming service only (with no download), Playready
licenses shall only be of the the SimpleNonPersistent license class.
9.3. Within 6 months of the commercial launch of Silverlight 4, Licensee shall migrate to
Silverlight 4 and be in full compliance with all content protection provisions herein or;.
9.3.1. Within 6 months of the commercial launch of Silverlight 4, Licensee shall

migrate to alternative, Licensor-approved DRM/streaming protection
technology in full compliance with content protection requirements herein.
Protection Against Hacking
10. Any system used to protect Licensed Content must support the following:
10.1. Playback licenses, revocation certificates, and security-critical data shall be

cryptographically protected against tampering, forging, and spoofing.
10.2. The Content Protection System shall employ industry accepted tamper-resistant
technology on hardware and software components (e.g., technology to prevent such
hacks as a clock rollback, spoofing, use of common debugging tools, and intercepting
unencrypted content in memory buffers).
10.3. The Content Protection System shall be designed, as far as is commercially and
technically reasonable, to be resistant to “break once, break everywhere” attacks.
10.4. The Content Protection System shall employ tamper-resistant software. Examples of
tamper resistant software techniques include, without limitation:
10.4.1. Code and data obfuscation: The executable binary dynamically encrypts and
decrypts itself in memory so that the algorithm is not unnecessarily exposed
to disassembly or reverse engineering.
10.4.2. Integrity detection: Using one-way cryptographic hashes of the executable

code segments and/or self-referential integrity dependencies, the trusted
software fails to execute and deletes all CSPs if it is altered prior to or during
runtime.
10.4.3. Anti-debugging: The decryption engine prevents the use of common

debugging tools.

C-4
10.4.4. Red herring code: The security modules use extra software routines that
mimic security modules but do not have access to CSPs.
10.5. The Content Protection System shall implement secure internal data channels to
prevent rogue processes from intercepting data transmitted between system
processes.
10.6. The Content Protection System shall prevent the use of media player filters or plug-
ins that can be exploited to gain unauthorized access to content (e.g., access the
decrypted but still encoded content by inserting a shim between the DRM and the
player).
REVOCATION AND RENEWAL
11. License Revocation. The Content Protection System shall provide mechanisms that revoke,
upon written notice from Licensor of its exercise of its right to require such revocation in the
event any CSPs are compromised, (a) the instance of the Content Protection System with the
compromised CSPs, and (b) any and all playback licenses issued to (i) specific individual end
user device or (ii) domain of registered end user devices.
12. Secure remote update. The Content Protection System shall be renewable and securely
updateable in event of a breach of security or improvement to the Content Protection System.
13. The Licensee shall have a policy which ensures that clients and servers of the Content
Protection System are promptly and securely updated in the event of a security breach (that
can be rectified using a remote update) being found in the Content Protection System and/or
its implementations in clients and servers.
ACCOUNT AUTHORIZATION
14. Content Delivery. Content, licenses, control words and ECM’s shall only be delivered from a
network service to registered devices associated with an account with verified credentials.
Account credentials must be transmitted securely to ensure privacy and protection against
attacks.
15. Services requiring user authentication:
The credentials shall consist of at least a User ID and password of sufficient length to prevent
brute force attacks.
Licensee shall take steps to prevent users from sharing account credentials. In order to
prevent unwanted sharing of such credentials, account credentials may provide access to any
of the following (by way of example):
purchasing capability (e.g. access to the user’s active credit card or other financially
sensitive information)
administrator rights over the user’s account including control over user and device access
to the account along with access to personal information.
RECORDING
16. PVR Requirements. Any device receiving playback licenses must not implement any
personal video recorder capabilities that allow recording, copying, or playback of any
protected content except as explicitly allowed elsewhere in this agreement.

C-5
17. Copying. The Content Protection System shall prohibit recording of protected content onto
recordable or removable media, except as such recording is explicitly allowed elsewhere in
this agreement.
Outputs
18. Analogue Outputs.
If the licensed content can be delivered to a device which has analog outputs, the Content Protection
System must ensure that the devices meet the analogue output requirements listed in this section.
18.1. The Content Protection System shall enable Macrovision content protection
technology on all analog outputs from end user devices. Licensee shall pay all
royalties and other fees payable in connection with the implementation and/or
activation of such content protection technology allocable to content provided
pursuant to the Agreement.
18.2. The Content Protection System shall enable CGMS-A content protection technology
on all analog outputs from end user devices. Licensee shall pay all royalties and
other fees payable in connection with the implementation and/or activation of such
content protection technology allocable to content provided pursuant to the
Agreement.
19. Digital Outputs.
If the licensed content can be delivered to a device which has digital outputs, the Content Protection
System must ensure that the devices meet the digital output requirements listed in this section.
19.1. The Content Protection System shall prohibit digital output of decrypted protected
content. Notwithstanding the foregoing, a digital signal may be output if it is protected
and encrypted by High Definition Copy Protection (“HDCP”) or Digital Transmission
Copy Protection (“DTCP”). Defined terms used but not otherwise defined in this
Digital Outputs Section shall have the meanings given them in the DTCP or HDCP
license agreements, as applicable.
19.1.1. A device that outputs decrypted protected content provided pursuant to the
Agreement using DTCP shall:
19.1.1.1. Deliver system renewability messages to the source function;
19.1.1.2. Map the copy control information associated with the

program; the copy control information shall be set to “copy never” in
the corresponding encryption mode indicator and copy control
information field of the descriptor;
19.1.1.3. Map the analog protection system (“APS”) bits associated

with the program to the APS field of the descriptor;
19.1.1.4. Set the image_constraint_token field of the descriptor as

authorized by the corresponding license administrator;
19.1.1.5. Set the eligible non-conditional access delivery field of the

descriptor as authorized by the corresponding license administrator;
19.1.1.6. Set the retention state field of the descriptor as authorized by

the corresponding license administrator;
19.1.1.7. Deliver system renewability messages from time to time

obtained from the corresponding license administrator in a protected
manner; and

C-6
19.1.1.8. Perform such additional functions as may be required by

Licensor to effectuate the appropriate content protection functions of
these protected digital outputs.
19.1.2. A device that outputs decrypted protected content provided pursuant to the
Agreement using HDCP shall:
19.1.2.1. If requested by Licensor, at such a time as mechanisms to

support SRM’s are available, deliver a file associated with the
protected content named “HDCP.SRM” and, if present, pass such file
to the HDCP source function in the device as a System Renewability
Message; and
19.1.2.2. Verify that the HDCP Source Function is fully engaged and
able to deliver the protected content in a protected form, which
means:
19.1.2.2.1. HDCP encryption is operational on such output,
19.1.2.2.2. Processing of the System Renewability Message

associated with the protected content, if any, has occurred as
defined in the HDCP Specification, at such a time as
mechanisms to support SRM’s are available, and
19.1.2.2.3. There is no HDCP Display Device or Repeater on

such output whose Key Selection Vector is in such System
Renewability Message at such a time as mechanisms to
support SRM’s are available.
20. Exception Clause for Standard Definition, Uncompressed Digital Outputs on Windows-
based PCs and Macs running OS X or higher):
HDCP must be enabled on all uncompressed digital outputs (e.g. HDMI, Display Port), unless
the customer’s system cannot support HDCP (e.g., the content would not be viewable on
such customer’s system if HDCP were to be applied)
21. Upscaling: Device may scale Included Programs in order to fill the screen of the applicable
display; provided that Licensee’s marketing of the Device shall not state or imply to
consumers that the quality of the display of any such upscaled content is substantially similar
to a higher resolution to the Included Program’s original source profile (i.e. SD content cannot
be represented as HD content).
Embedded Information
22. Watermarking. The Content Protection System or playback device must not remove or
interfere with any embedded watermarks in licensed content.
23. Embedded Information. Licensee’s delivery systems shall “pass through” any embedded
copy control information without alteration, modification or degradation in any manner;
24. Notwithstanding the above, any alteration, modification or degradation of such copy control
information and or watermarking during the ordinary course of Licensee’s distribution of
licensed content shall not be a breach of this Embedded Information Section.
Geofiltering
25. The Content Protection System shall take affirmative, reasonable measures to restrict access
to Licensor’s content to within the territory in which the content has been licensed.

C-7
26. Licensee shall periodically review the geofiltering tactics and perform upgrades to the Content
Protection System to maintain “state of the art” geofiltering capabilities.
27. Without limiting the foregoing, Licensee shall utilize geofiltering technology in connection with
each Customer Transaction that is designed to limit distribution of Included Programs to
Customers in the Territory, and which consists of (i) IP address look-up to check for IP
address within the Territory and (ii) either (A) with respect to any Customer who has a credit
card on file with the Licensed Service, Licensee shall confirm that the country code of the
bank or financial institution issuing such credit card corresponds with a geographic area that
is located within the Territory, with Licensee only to permit a delivery if the country code of the
bank or financial institution issuing such credit card corresponds with a geographic area that
is located within the Territory or (B) with respect to any Customer who does not have a credit
card on file with the Licensed Service, Licensee will require such Customer to enter his or her
home address (as part of the Customer Transaction) and will only permit the Customer
Transaction if the address that the Customer supplies is within the Territory.
Network Service Protection Requirements.
28. All licensed content must be received and stored at content processing and storage facilities
in a protected and encrypted format using a “state of the art” protection system.
29. Document security policies and procedures shall be in place. Documentation of policy
enforcement and compliance shall be continuously maintained.
30. Access to content in unprotected format must be limited to authorized personnel and
auditable records of actual access shall be maintained.
31. Physical access to servers must be limited and controlled and must be monitored by a logging
system.
32. Auditable records of access, copying, movement, transmission, backups, or modification of

content must be securely stored for a period of at least three years.
33. Content servers must be protected from general internet traffic by “state of the art” protection
systems including, without limitation, firewalls, virtual private networks, and intrusion detection
systems. All systems must be regularly updated to incorporate the latest security patches and
upgrades.
34. All facilities which process and store content must be available for Motion Picture Association
of America and Licensor audits upon the request of Licensor.
35. At Licensor’s written request, security details of the network services, servers, policies, and
facilities that are relevant to the security of the Licensed Service (together, the “Licensed
Service Security Systems”) shall be provided to the Licensor, and Licensor reserves the right
to subsequently make reasonable requests for improvements to the Licensed Service
Security Systems. Any substantial changes to the Licensed Service Security Systems must
be submitted to Licensor for approval, if Licensor has made a prior written request for such
approval rights.
36. Content must be returned to Licensor or securely destroyed pursuant to the Agreement at the
end of such content’s license period including, without limitation, all electronic and physical
copies thereof.
High-Definition Restrictions & Requirements
In addition to the foregoing requirements, all HD content is subject to the following set of restrictions &
requirements:

C-8
37. Personal Computers HD content is expressly prohibited from being delivered to and
playable on General Purpose Computer Platforms (e.g. PCs) unless explicitly approved by
Licensor. If approved by Licensor, the additional requirements for HD playback on PCs will
include the following:
37.1. Secure Video Paths:
The video portion of unencrypted content shall not be present on any user-
accessible bus in any analog or unencrypted, compressed form. In the event
such unencrypted, uncompressed content is transmitted over a user-
accessible bus in digital form, such content shall be either limited to standard
definition (720 X 480 or 720 X 576), or made reasonably secure from
unauthorized interception.
37.2. Digital Outputs:
For avoidance of doubt, HD content may only be output in accordance with

Section 22 and Section 23 above.
37.3. Hardware Root of Trust
The Content Protection System (CPS) and/or the Approved Device on which
the CPS executes shall use a hardware means ("Hardware Root of Trust")
which prevents compromise via software attacks, of the Content Protection
System. For example, the Hardware Root of Trust may provide some or all of
the following functions:
 hardware defences against reverse engineering of software

 hardware assisted software tamper resistance
 hardware secure key storage (and or key use)
 hardware assisted verification of software
37.4. Secure Content Decryption.
Decryption of (i) content protected by the Content Protection System and (ii)
CSPs (as defined in Section 2.1 below) related to the Content Protection
System shall take place in an isolated processing environment. Decrypted
content must be encrypted during transmission to the graphics card for
rendering
HD Day & Date Requirements
In addition to the foregoing requirements, all HD content is subject to the following set of content
protection requirements:
38. Analogue Sunset.
After December 31, 2011, all Approved Devices shall limit (e.g. down-scale) analog outputs for
decrypted protected Included Programs to standard definition at a resolution no greater than 720X480
or 720 X 576.
39. Additional Watermarking Requirements.
At such time as physical media players manufactured by licensees of the Advanced Access Content
System are required to detect audio and/or video watermarks during content playback (the
“Watermark Detection Date”), Licensee shall require, within two (2) years of the Watermark Detection
Date, that any new devices capable of receiving and decrypting protected high definition content from
the Licensed Service that can also receive content from a source other than the Licensed Service

C-9
shall detect and respond to the embedded state and comply with the corresponding playback control
rules.

C-10
SCHEDULE D
ANTI-PIRACY COOPERATION
FOR LICENSED SERVICES THAT SUPPORT USER GENERATED CONTENT
Without limiting any other provision of the Agreement, the parties acknowledge and agree that it is in their
mutual interest to take affirmative measures to combat the unauthorized distribution of copyrighted content, and
Licensee accordingly agrees to the following in connection with such anti-piracy efforts:
1. General.
1.1. Licensee shall include in relevant and conspicuous places on the Licensed Service information that
promotes respect for intellectual property rights and discourages users from uploading infringing
content.
1.2. During the content upload process, Licensee shall prominently inform users that he or she may not
upload infringing content and that, by uploading content, he or she accepts the Terms of Service
(as defined in Section 4 of Schedule A), including prohibition of infringing uploads. Licensee
shall exercise best efforts to enforce such Terms of Service, including canceling or suspending user
accounts, canceling subscriptions or otherwise blocking user access when appropriate.
2. Content Identification Technology & Filtering. Licensee shall, at all times during the Term, maintain
commercially reasonable content identification technology (“Identification Technology”) to detect and filter
infringing content on the Licensed Service. Licensee shall exercise reasonable efforts to enhance and
update the Identification Technology as technology advances become available and as users become savvier
with respect to avoiding or hacking Licensee’s then-current Identification Technology.
2.1. If Licensor has provided to Licensee: (1) electronic reference data sufficient for the Identification
Technology to establish a match between Licensor’s content and user-uploaded content, (2)
instructions regarding how matches should be treated, and (3) representations made in good faith
that Licensor possesses the appropriate rights regarding the content (collectively, “Reference
Material”), then the Identification Technology shall implement the Filtering Process described
below.
2.2. The Identification Technology shall use the Reference Material to identify user-uploaded content
that matches the reference data.
2.3. If Licensor indicates in the applicable Reference Material that it wishes to block user-uploaded
content that matches the reference data (or if Licensor does not specify how matches should be
treated), the Identification Technology shall block such matching content before becoming
available on the Licensed Service (“Filtering Process”). To the extent technologically feasible,
Licensor may indicate in the applicable Reference Material that it wishes to exercise an alternative
to blocking (such as allowing the content to be uploaded, licensing use of the content or other
options), in which case, the Licensed Service shall follow those instructions.
2.4. Without limiting the foregoing, the Licensed Service shall use the Identification Technology to
block user-uploaded content that matches Reference Material submitted by other valid copyright
owners.
2.5. At intervals that are reasonably timed throughout each year, Licensee shall use the Identification
Technology to remove infringing content that was uploaded before Reference Material pertaining
to such content was provided.
2.6. Licensee shall have reasonable procedures for promptly addressing conflicting claims with respect
to Reference Material and user claims that content blocked by the Filtering Process was not
infringing or was blocked in error.
3. Expedited Notices & Takedown Procedures.

D-1
3.1. Licensee shall provide commercially reasonable searching and identification means for Licensor
and other valid copyright owners to: (a) locate infringing content on the Licensed Service where
user-uploaded content is accessible, and (b) to send notices of infringement regarding such content
to Licensee.
3.2. Licensee shall: (a) remove content identified by Licensor as infringing within six (6) hours of
receiving notice from Licensor, (b) take reasonable steps to notify the user who uploaded such
content, and (c) within one (1) business day of receipt of a valid counter-notification from such
user, if any, provide a copy of the counter-notification to Licensor (specifically, the person who
provided the original notice to Licensee), and reinstate the content only if authorized by Licensor
or required by applicable law.
3.3. In the event infringing content is removed from the Licensed Service in response to a notice from
Licensor, Licensee shall notify Licensor of the removal, and Licensee shall incorporate all
applicable reference data into the Identification Technology for use in the Filtering Process.
4. Monitoring, Record Keeping & Prevention.
4.1. To the extent Licensee is given notice by Licensor or otherwise becomes aware of sites that are
dedicated to, or predominantly used for, the dissemination of infringing content or the facilitation
of such dissemination ("Prohibited Sites"), the Licensed Service shall remove or block the links to
such Prohibited Sites; provided that, if the Licensed Service is able to identify specific links that
solely direct users to particular noninfringing content on such Prohibited Sites, the Licensed
Service may allow those links while blocking all other links. Licensor hereby notifies Licensee
that each of the following sites is a "Prohibited Site": Newzbin, Pirate Bay, Isohunt, FreeTV,
TVShack.net, MoviesLinks.tv, Filespump.com, NowMovies.com, PlanetMoviez.com,
ThePirateCity.org, ZML.com, NinjaVideo.net, NinjaThis.net and any other site of which Licensor
may notify Licensee , from time to time, after the date of this Agreement.
4.2. Except to the extent applicable laws require otherwise, Licensee shall: (a) retain for at least six (6)
months all available information related to content uploaded by users to the Licensed Service
(including content removed following a notice of infringement), including Internet Protocol
addresses and time and date information, and (b) provide such information and content to Licensor
upon request.
4.3. Licensee shall use reasonable efforts to track infringing uploads of copyrighted content by the
same user and maintain a commercially reasonable repeat-infringer termination policy. Licensee
shall use reasonable efforts to prevent a terminated user from uploading content following
termination, including without limitation, by blocking re-use of verified email addresses.
5. Cooperation. Licensee shall cooperate with Licensor in the testing of new content identification
technologies and in updating this Schedule as commercially reasonable, informed by advances in
technology, the incorporation of new features, variations in patterns of infringing conduct, changes in users’
online activities and other appropriate circumstances. Without limiting the foregoing, Licensee shall
support anti-piracy initiatives of the MPAA (or such other anti-piracy coalition or association as may be
agreed by Licensor and Licensee from time to time), through reasonable participation in direct advertising,
notifications (e.g., on a home page) and customer communications (e.g., in emails) or similar awareness
orientated initiatives.
6. Other Content Providers. If at any time during the Term, Licensee enters into a license agreement with
any other licensor including, without limitation, all amendments and any side letters thereto, and such
agreement (as amended) contains anti-piracy measures that are more robust, protective or favorable to such
other content provider than the provisions hereof is to Licensor, then Licensee shall notify Licensor and
Licensor shall have the right to incorporate such term(s) into this Schedule as of the date it became effective
as to such other content provider.

D-2
SCHEDULE E
INCLUDED PROGRAMS
Title No. of Episodes
1 Godzilla: The Animated Series 16
2 Jackie Chan Adventures 13
3 Karate Kid 13
4 Q Bert 12
5 Roughnecks 8
6 Spider-man: The New Animated 8

Series
7 Casper (expires 9/2011) 15
8 Groovie Goolies (expires 9/2011) 16
9 He Man (expires 9/2011) 30
10 Richie Rich (expires 9/2011) 12
11 Roger Ramjet (expires 9/2011) 15
12 She-Ra (expires 9/2011) 31
Licensor agrees to make good faith efforts in September 2011 to replace the expiring titles
(those expiring in September 9/2011) with titles of substantially equal quality and similar
demographic profile as determined by Licensor in its sole discretion.

E-1
SCHEDULE F
ADVERTISING STANDARDS AND GUIDELINES
1) General Standards: The following Standards and Guidelines apply to all advertisements:
a) Advertising should be honest and in good taste.
b) All advertisements must have been created and otherwise be in compliance with all applicable
laws, rules, regulations and codes.
c) No advertisement shall in any way infringe the trademark, copyright, privacy, publicity and/or
other legal or contractual rights of any person or entity.
d) No advertisement may defame or disparage any person or entity, or contain material likely to
be deemed offensive by a segment of the public due to content concerning race, religion,
national origin or other protected class.
e) No advertisement may contain any profane, vulgar, or pornographic content.
f) No advertisement shall be displayed on the Licensee Service prior to clearance of any and all
music and/or other intellectual property rights if and to the extent required by law. The public
performance rights in the musical compositions embodied in each advertisement submitted to
the Licensee Service are: (i) controlled by ASCAP, BMI, SESAC, and/or the local music
performance rights organization(s) in the applicable countries of the Territory; or (ii) in the
public domain.
g) Each and every claim made in any advertisement (whether express or implied) must be
truthful and substantiated, including so as not constituting any form of false advertising.
2) Specific Categories: Without limiting any of the foregoing, the following terms and conditions
additionally apply to certain types of advertisements:
a) Alcoholic Beverages: Licensee may accept advertising for alcoholic beverages as long as it
meets applicable laws and guidelines.
b) Gambling: Any advertisement promoting any form of gambling or casino play (i) may not
depict actual money; and (ii) may promote a website only if and to the extent such website
does not permit actual gambling and/or link to a site at which actual gambling may be
conducted. Without limiting the foregoing, the advertiser shall be solely responsible for
ensuring that the advertisement complies with all applicable federal and/or state gaming laws.
Scheduling restrictions may occur.
c) Contests or Sweepstakes: Any advertisement promoting any contest or sweepstakes must be

submitted to Licensor together with all applicable contest and/or sweepstakes rules.
Additionally, any such advertisement shall include within it all material eligibility
requirements, provide for free method of entry and/or include any additional content or
disclosure which Licensor may request. Sweepstakes must include: (i) material eligibility
requirements and/or restrictions, if any, such as minimum age and geography requirements
and end dates, (ii) where the official rules are available, and (c) a description of the alternate
free method of entry.
d) Motion Pictures: Any advertisement promoting a motion picture must include a visual
graphic indicating the MPAA rating for the film, for US advertising. Advertisements
promoting motion pictures rated NC-17 will be considered on a case-by-case basis, and, if

F-1
accepted, will likely be subject to scheduling restrictions at Licensor’s discretion. Motion
pictures Rated R and Not Yet Rated will be restricted to content where Licensor reasonably
believe the majority of viewers are expected to be at least 17 years old or older.
e) Video Games: Any advertisement promoting a video game must adhere to local rules – for
example, US advertising must include a visual graphic of and audio reference to the ESRB
rating for the game. Advertisements promoting video games rated M, AO and/or Not Yet
Rated are subject to review prior to air, and if accepted, will likely be subject to scheduling
restrictions at Licensor’s discretion.
f) Multiple Product Categories: When submitting any advertisement, you must expressly
disclose to Licensor’s advertising department the existence of any single advertisement
designed to promote multiple products.
g) Competitive Advertising: Licensee may accept Competitive Advertisements on a case-by-

case basis after good faith negotiations with Licensor. “Competitive Advertisements” shall
mean advertising that promotes any Internet distribution platform for audio-video content.
h) Strictly Prohibited Categories: Licensee will not accept any advertisements promoting
pornography, tobacco products, illegal drugs, premium rate phone numbers and/or firearms.

F-2

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GoGoPop-Crackle SVOD/FVOD License Agreement (3.2.11)

GoGoPop-Crackle SVOD/FVOD License Agreement (3.2.11)

GoGoPop-Crackle SVOD/FVOD License Agreement (3.2.11)

GoGoPop-Crackle SVOD/FVOD License Agreement (3.2.11)

STANDARD TERMS AND CONDITIONS FOR AGREEMENT

GoGoPop-Crackle SVOD/FVOD License Agreement (1.28.11)

GoGoPop-Crackle SVOD/FVOD License Agreement (1.28.11)

8. PHYSICAL MATERIALS AND TAXES.

GoGoPop-Crackle SVOD/FVOD License Agreement (1.28.11)

GoGoPop-Crackle SVOD/FVOD License Agreement (1.28.11)

(a) If any announcement, promotion or advertisement for an Included Program is more

(b) If any announcement, promotion or advertisement for an Included Program is ten

GoGoPop-Crackle SVOD/FVOD License Agreement (1.28.11)

GoGoPop-Crackle SVOD/FVOD License Agreement (1.28.11)

GoGoPop-Crackle SVOD/FVOD License Agreement (1.28.11)

15.3 In any case in which indemnification is sought hereunder:

16. STATEMENTS; REPORTS; SCHEDULES.

16.1 SVOD Service Reporting

GoGoPop-Crackle SVOD/FVOD License Agreement (1.28.11)

GoGoPop-Crackle SVOD/FVOD License Agreement (1.28.11)

GoGoPop-Crackle SVOD/FVOD License Agreement (1.28.11)

GoGoPop-Crackle SVOD/FVOD License Agreement (1.28.11)

GoGoPop-Crackle SVOD/FVOD License Agreement (1.28.11)

GoGoPop-Crackle SVOD/FVOD License Agreement (1.28.11)

GoGoPop-Crackle SVOD/FVOD License Agreement (1.28.11)

INTERNET AND EMAIL PROMOTION POLICY

GoGoPop-Crackle SVOD/FVOD License Agreement (1.28.11)

GoGoPop-Crackle SVOD/FVOD License Agreement (1.28.11)

GoGoPop-Crackle SVOD/FVOD License Agreement (1.28.11)

General Content Security & Service Implementation

The Content Protection System shall:

GoGoPop-Crackle SVOD/FVOD License Agreement (1.28.11)

2.2. CSPs shall never be transmitted in the clear or transmitted to unauthenticated

Digital Rights Management

GoGoPop-Crackle SVOD/FVOD License Agreement (1.28.11)

Conditional Access Systems

6.1. Content shall be protected by a robust approved scrambling or encryption algorithm

7. Generic Streaming Requirements

8. Flash Streaming Requirements

8.1.1. Client side: Flash Player 10.0.22

8.1.2. Server side: FMS 3.51 and FMS 3.03

8.3. Progressive downloading of licensed content is prohibited.

GoGoPop-Crackle SVOD/FVOD License Agreement (1.28.11)

9.3.1. Within 6 months of the commercial launch of Silverlight 4, Licensee shall

Protection Against Hacking

10.1. Playback licenses, revocation certificates, and security-critical data shall be

10.4.2. Integrity detection: Using one-way cryptographic hashes of the executable

10.4.3. Anti-debugging: The decryption engine prevents the use of common

GoGoPop-Crackle SVOD/FVOD License Agreement (1.28.11)

REVOCATION AND RENEWAL

15. Services requiring user authentication:

GoGoPop-Crackle SVOD/FVOD License Agreement (1.28.11)

18. Analogue Outputs.

19. Digital Outputs.