Licensee Territory Licensed Programs All terms are non-precedential. Catch-up Rights, Internet Simulcast Permission, and Mobile Simulcast Permission

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1 Licensee: [] Territory: [] Licensed Programs: [] Term: Catch-up Rights, Internet Simulcast Permission Mobile Simulcast Permission shall expire December 31, Parties to discuss market changes with respect to Catchup Internet Simulcast. Subject to being available for Internet Simulcast Catch-up. All terms are non-precedential. Catch-up Rights, Internet Simulcast Permission, Mobile Simulcast Permission Condition Precedent: Prior to exploiting either Internet Simulcast /or Catch-up ( Relevant Permission(s) ) on each specific Authorized Platform (e.g. a specific Internet Application) that has been pre-authorized by Licensor in writing, Licensee must have first obtained is actively exploiting the specific Relevant Permission in the same manner on such specific/individual Authorized Platform for Comparable Series from at least three other US Major Studios ( as defined below) with at least 2 Comparable Series from each studio on such platform. Comparable Series shall mean a first-run scripted series of programming produced by a US Major Studio which most recent season was originally broadcast within the past one year on a major US broadcast network (i.e. ABC, CBS, FOX, NBC, or CW) or a major US pay television channel (i.e. HBO, Showtime or Starz) during primetime (between 8pm 11pm).. Catch-up Rights are subject to the following requirements means the non-interactive streaming exhibition (unless temporary download is specifically authorized in Catch-up requirements below) of a program in a residence for non-commercial, personal use/viewing (i) whereby an Authenticated Subscriber is charged no separate fee (other than the recurring subscription fee directly associated with subscribing to the Authorized Channel) for the privilege to view the program (ii) by means of a pull technology transmission (whereby an Authenticated Subscriber must request or trigger the delivery of the program) for viewing (iii) at a time selected by the Authenticated Subscriber in such Authenticated Subscriber s sole discretion to view the program (iv) that has been exhibited on the Authorized Channel within the past seven (7) days of the first broadcast day of the initial Run. Requirements include: Catch-up Rights are applicable only first-run seasons; a maximum seven (7) day catch-up period for an episode;, shall be geofiltered to the Territory, IP-address geofiltering solution subject to Licensor s written authorization; shall only be viewable by Authenticated Subscribers; shall be available at no additional charge to those Authenticated Subscribers; shall be no more than two (2) Authorized Devices registered per Authenticated Subscriber account no more than two (2) concurrent streams per Authenticated Subscriber account; all Authorized Platforms on which Catch-up is exploited are subject to pre-authorization by Licensor in writing, if via an Authorized Platform that is a pre-authorized closed television platform (traditional set top box to traditional televisions) ( CTV Platform ), then to a set-top box for viewing on a traditional television; 1

2 if via an Internet Authorized Platform (pre-authorized by Licensor): o that is owned controlled by a CTV Platform, then must originate from servers owned or controlled by the CTV Platform if to traditional Internet browsers on a traditional PC or traditional laptop computer, then subject to Licensor s preauthorization of the CTV Platform bred website (including URL) for viewing solely on such website (e.g. cannot be embedded in any third-party website) in a section of the website devoted to catch-up programming for the Authorized Channel; if terminating (viewable) via an application on a registered device (i.e. a smart-phone or a tablet) then both the application device are subject to Licensor s prior written authorization (Authorized CTV Applications Authorized Devices) ; for each CTV Platform, only the CTV website one Authorized CTV Application that only includes catch-up television programs of recently aired television programs on television channels in the Territory of the CTV Platform, each channel in discrete bred areas (i.e., Fox) for catch-up for the specified television channel (e.g. does not include SVOD programming or TVOD programming); the CTV Platform s website application includes catch-up services of at least 5 of the top 10 rated basic tier general entertainment channels on the CTV Platform (not including the Authorized Channel) any Authorized CTV Application must be only CTV Platform bred only available via the CTV Platform bred website /or the specific application market deployed by the developer of the operating system for the application (e.g. itunes or the Android Market); any Authorized Application (i.e. Authorized CTV Application) must be only provided free of charge only to Authenticated Subscribers; containing the Catch-up stream may only contain the br of Licensee s channel that is originating the Catch-up stream any navigational controls (i.e., pause, fast forward, stop, rewind, close, minimize, maximize/full screen, volume); the actual video stream of the Catch-up shall not contain any interactive functionality there shall be no overlays except the actual video stream of the Catch-up may contain interactive transparent overlays solely for the purpose of navigation (i.e., pause, fast the video player may be viewable within CTV Platform bred web pages (as preauthorized by Licensor) or Authorized Application such web page(s) Authorized Application may contain traditional static banner advertising if such banner advertising/sponsorship is run of site run of service (e.g. over both website application for the applicable CTV Platform) not targeted or synchronized to any content in the Catch-up stream if any such ad revenue is shared with a content provider for the banner ads then Licensor shall be offered the same, banner ads content on page Catch-up available on subject to Licensor s ad/content guidelines including such will not disparage the Licensed Programs /or any associated individuals (e.g. actors); Licensee ( CTV Platform) shall obtain or generate no revenue from the Catch-up exploitation except for the banner ads as permitted above. 2

3 Internet Simulcast Permission are subject to the following requirements means the simultaneous unchanged (subject to black-out limitation noted below) streaming retransmission of the linear Authorized Channel via the Internet for non-commercial, personal use/viewing in residences by Authenticated Subscribers: shall be geofiltered to the Territory, geofiltering subject to Licensor s written authorization; shall only be viewable by Authenticated Subscribers; shall be no more than two (2) Authorized Devices registered per Authenticated Subscriber account no more than two (2) concurrent streams per Authenticated Subscriber account; shall be available at no additional charge to those Authenticated Subscribers; all Authorized Platforms on which Internet Simulcast is exploited are subject to preauthorization by Licensor in writing, if via an Internet Authorized Platform (pre-authorized by Licensor): o that is owned controlled by a CTV Platform, then must originate from servers/encoders owned or controlled by Licensee simultaneously retransmitted by servers/encoders owned or controlled by the CTV Platform if to traditional Internet browsers on a traditional PC or traditional laptop computer, then subject to Licensor s preauthorization of the CTV Platform bred website (including URL) for viewing solely on such website (e.g. cannot be embedded in any third-party website) in a section of the website devoted to Internet simulcast programming for the Authorized Channel; if terminating (viewable) via an application on a registered device (i.e. a smart-phone or a tablet) then both the application device are subject to Licensor s prior written authorization (Authorized CTV Applications Authorized Devices); for each CTV Platform, the CTV Platform s website only one Authorized CTV Application that only includes the Internet simulcast television channels in the Territory of the CTV Platform, each channel in discrete bred areas for simulstream for the specified television channel (e.g. does not include VOD programming); the CTV Platform s website application includes the Internet simulcast of at least 5 of the top 10 rated basic tier general entertainment channels on the CTV Platform (not including the Authorized Channel); any Authorized CTV Application must be only CTV Platform bred only available via the CTV Platform bred website /or the specific application market deployed by the developer of the operating system for the application (e.g. itunes or the Android Market); any Authorized Application (i.e. Authorized CTV Application) must be only provided free of charge only to Authenticated Subscribers; the simulcast stream for each Licensee channel must be the identical to the linear broadcast (i.e. all programs, interstitials, promos advertising/sponsorship, but shall not contain any interactive elements or functionality) of the Authorized Channel must be the simultaneous retransmission of such linear television broadcast, except where Licensee does not have such Internet simulcast rights. Where Licensee does not have the Internet simulcast rights, Licensee shall be permitted to black-out such programs only include a looping promotion, static billboard promoting the related channel any upcoming programming on that channel (e.g. no additional paid advertising) or a message similar to program will resume shortly ; however, no more than 25% of the simulcast channel may be subject to black-out ; 3

4 Licensee shall not move (e.g., schedule) the episodes of a Licensed Program on the Internet Simulcast in order to compensate or to be filler during any black-outs of other programming; containing the Internet Simulcast stream may only contain the br of Licensee s channel that is originating the Internet Simulcast stream any navigational controls (i.e., pause, fast forward, stop, rewind, close, minimize, maximize/full screen, volume); the actual video stream of the simulcast shall not contain any interactive functionality there shall be no overlays except the actual video stream of the simulcast may contain interactive transparent overlays solely for the purpose of navigational (i.e., pause, fast the video player may be viewable within CTV Platform bred channel web pages (as preauthorized by Licensor) or Authorized Application such web page(s) Authorized Application may contain traditional static banner advertising if such banner advertising is run of site run of service (e.g. over both website application for the applicable CTV Platform) not targeted or synchronized to any content /or advertizing/sponsorship in the Internet Simulcast stream if any ad revenue is shared with a content provider for the banner ads /or simulcast then Licensor shall be offered the same; banner ads content on page Internet Simulcast available on subject to Licensor s ad/content guidelines including such will not disparage the Licensed Programs /or any associated individuals (e.g. actors); the only revenue to Licensee shall be the banner ads, as permitted above, the linear television channel carriage fee paid by the CTV Platform to Licensee to carry the Authorized Channel Mobile Simulcast Permission are subject to the following requirements means the simultaneous unchanged (subject to black-out limitation noted below) streaming retransmission of the linear Authorized Channel via a mobile carrier s walled-garden video service solely offered via carrier s data service solely to its subscribers ( Mobile ) for non-commercial, personal use/viewing by Mobile Subscribers: shall not be accessible via any other means of delivery, including Wi-Fi, DSL, cable broadb; shall be geofiltered to the Territory, geofiltering subject to Licensor s written authorization; shall only be viewable by Mobile Subscribers; shall be no more than one (1) Authorized Device (mobile phone) registered per Authenticated Mobile Subscriber account no more than one (1) concurrent streams per Mobile Subscriber account; the simulcast stream shall have a resolution no greater than 320x240; the simulcast stream for each Licensee channel must be the identical to the linear broadcast (i.e. all programs, interstitials, promos advertising/sponsorship, but shall not contain any interactive elements or functionality) of the Authorized Channel must be the simultaneous retransmission of such linear television broadcast, except where Licensee does not have such Internet simulcast rights. Where Licensee does not have the Internet simulcast rights, Licensee shall be permitted to black-out such programs only include a looping promotion, static billboard promoting the related channel any upcoming programming on that channel (e.g. no additional paid advertising) or a 4

5 message similar to program will resume shortly ; however, no more than 25% of the simulcast channel may be subject to black-out ; Licensee shall not move (e.g., schedule) the episodes of a Licensed Program on the Internet Simulcast in order to compensate or to be filler during any black-outs of other programming; containing the Mobile Simulcast stream may only contain the br of Licensee s channel that is originating the Mobile Simulcast stream any navigational controls (i.e., pause, fast the actual video stream of the simulcast shall not contain any interactive functionality there shall be no overlays except the actual video stream of the simulcast may contain interactive transparent overlays solely for the purpose of navigational (i.e., pause, fast the only revenue to Licensee shall be the linear television channel carriage fee paid by the Mobile Platform (mobile carrier) to Licensee to carry the Authorized Channel Authenticated Subscriber shall mean current subscribers of the Authorized Channel, whose subscriptions are verified in real-time by a means pre-authorized by Licensor in writing. US Major Studio shall mean Sony Pictures, Twentieth Century Fox, Metro-Goldwyn-Mayer, NBC Universal, The Walt Disney Company, Warner Bros., Paramount Pictures Corporation Authorized Channel shall mean the pay television or basic television channel owned operated by Licensee that the applicable Licensed Program is exhibited on pursuant to the final agreement. All authorizations hereunder are at Licensor s sole discretion, if provided, shall not in any manner waive Licensee s obligations including all security/drm requirements. 5