C:\Users\eingrambrown\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content.Outlook\DL3K32NG\Continental CROATIA and SERBIA (Oct 2014) rev 1 0.docx

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DISTRIBUTION AGREEMENT This distribution agreement (this "Agreement"), dated as of October 1, 2014, is made by and between COLUMBIA PICTURES CORPORATION LIMITED, a company established and existing under the Law of England ("Licensor"), and CONTINENTAL FILM ZAGREB, CROATIA, a corporation organized under the Law of Croatia ("Distributor"). All initially capitalized terms used herein are specifically defined terms and shall have the meanings set forth in Paragraph 39 of this Agreement. 1. RIGHTS GRANTED: Subject to the terms and conditions hereof, Licensor hereby grants to Distributor the exclusive right to exercise all rights of Theatrical Distribution to all Films, solely within the Territory and/or the applicable Subterritories, during the Term and the applicable License Period, in the original language version with dubbed and/or subtitled versions in Croatian, Serbian, Macedonian and Albanian languages only (collectively, the "Distribution Rights"). The Distribution Rights include the right of Reproduction and Exhibition to each of the Films. 2. RESERVED RIGHTS: Licensor shall have the right to freely exercise and exploit in the Territory and Subterritories any and all rights in the Films not specifically granted to Distributor hereunder, (the "Reserved Rights"), during the Term, without regard to the extent to which any such Reserved Rights may be competitive with the rights granted to Distributor hereunder. 3. SUBDISTRIBUTORS: Distributor shall not have the right to sublicense the Distribution Rights without Licensor's prior written approval, which approval Licensor may grant or withhold in its sole discretion; provided, however, that, subject to the immediately following two sentences, Licensor approves of Distributor’s sublicense of the Distribution Rights to the following entities (each of which is, and shall remain throughout the Term a wholly-owned subsidiary of Distributor) to act as Subdistributor for the specified Subterritories: (i) for the Group B Subterritory, Continental Film Ljubljana, which is organized under the Law of Ljublijana (Tax Number: S121833192); and (ii) for the Group C Subterritories, Con Film d.o.o., which is organized under the Law of Belgrade (PIB: 107755404)(formerly known as Livada Produkcija d.o.o.), it being understood that there will be no Subdistributor for the Group A Subterritories. Regardless of whether Licensor’s approval of a sublicense has been granted or withheld, Distributor shall be fully responsible and liable for all of the acts and/or omissions of any

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Subdistributor, and Distributor hereby agrees to indemnify and hold Licensor harmless, in accordance with the provisions of Paragraph 21.2 below, from and against any and all third party claims arising out of the actions and activities of any such Subdistributor. Notwithstanding anything to the contrary contained herein, Licensor shall in no way be prejudiced by any actual or purported transfer of Distributor’s obligations to any Subdistributor, Distributor shall cause all Subdistributors to comply fully with the obligations of Distributor hereunder and any act or omission that would be a breach by Distributor in the event there were no Subdistributors will also be a breach by Distributor where there are Subdistributors. 4. TERRITORY: The term the "Territory" shall mean the Subterritories collectively. The “Subterritories” are the countries, provinces and/or territories (as applicable) presently known as: Croatia, Macedonia, Albania, the Muslim/Croatia Federation of Bosnia-Herzegovina (Federacija Bosnia i Hercegovina), Kosovo, Slovenia, Serbia, Montenegro, and Vojvodina as the political borders of each exist on commencement of the Term hereof. Each of the Subterritories shall be referred to herein as a "Subterritory." For purposes hereof (i) the following Subterritories are the “Group A Subterritories”: Croatia, Macedonia, Albania, the Muslim/Croatia Federation of Bosnia-Herzegovina (Federacija Bosnia i Hercegovina)and Kosovo; (ii) the following Subterritory is the “Group B Subterritory”: Slovenia; and (iii) the following Subterritories are the “Group C Subterritories”: Serbia, Montenegro, and Vojvodina.

5. FILMS: The term the "Films" shall mean all Theatrical Motion Pictures for which (i) Licensor owns or controls any Distribution Rights for the Subterritories during the period commencing on October 1, 2014 and extending through the Term or any part thereof, and (ii) Licensor elects to commence the exercise of some or all of the Distribution Rights in any of the Subterritories during the Term. Each of the Films shall be referred to herein as a "Film." Notwithstanding the foregoing, unless Licensor specifies otherwise, as to the Group C Subterritories only, the following shall not be Films hereunder: “Deliver Us From Evil”, “22 Jump Street” and “Sex Tape”. 6. TERM: The term of this Agreement (the "Term") shall be for one (1) year, commencing on October 1, 2014, and continuing through and until September 30, 2015, whereupon the Term shall automatically terminate without further action or formality. The Term shall be subject to earlier termination in accordance with the provisions of this Agreement, including, without limitation, Paragraph 25 hereof. Upon expiration or earlier termination of the Term, Licensor’s and Distributor’s

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obligations regarding Films released during the Term shall continue to be governed by this Agreement. 7. LICENSE PERIOD: The License Period for each Film in the applicable Subterritory shall be two (2) years from the date of the initial theatrical release of each such Film in any part of the Territory, during the Term, irrespective of the expiration of the Term hereof. Without relieving Distributor of any obligations set forth elsewhere in this Agreement, if Distributor fails to release a Film for Theatrical Exhibition in any part of the Territory within six (6) months after delivery of the first print (35mm, digital or other applicable medium) of such Film as set forth in Paragraph 9 hereof, the License Period for such Film shall be calculated from the date on which delivery of the first print of such Film occurred and not from the date of the initial theatrical release of such Film. Notwithstanding anything to the contrary contained herein, in the event this Agreement is terminated by Licensor pursuant to Paragraph 25 hereof, the License Period for each Film shall end on the effective date of such termination, unless otherwise agreed to by Licensor in writing. 8. FINANCIAL ARRANGEMENTS:

8.1 Distributor's Fee And Expenses: For each Film in each Subterritory, Distributor shall collect all Gross Receipts and be entitled to deduct and retain from the Gross Receipts of each such Film, the following amounts in the order of priority noted: 8.1.1 Distribution Fee: Distributor shall be entitled to a Distribution Fee computed as follows:

(a) A Distribution Fee equal to twelve percent (12%) of the Gross Receipts derived from such Film, except as may otherwise be noted in Paragraphs 8.1.1(b) and 8.1.1(c) below.

(b) If a Film is a Negative Pick-Up, other than a Reduced Fee Negative Pick-Up, the Distribution Fee shall be the same as the fee set forth in Paragraph 8.1.1 (a) above.

(c) If a Film is a Reduced Fee Negative Pick–Up, the Distribution Fee shall be equal to fifty percent (50%) of the percentage of Gross Receipts to which Licensor or Licensor’s parent or affiliate is entitled as a distribution fee for exploitation of the Distribution Rights in such Film pursuant to the agreement with the applicable licensing entity; provided, however, that in no event shall such Distribution Fee exceed twelve percent (12%) of such Film’s Gross Receipts. Licensor

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shall provide Distributor with written notice if a Film is a Reduced Fee Negative Pick-Up.

8.1.2 Distribution Expenses: Distributor shall (i) advance all direct distribution expenses in connection with the exercise of the Distribution Rights to such Film (the "Distribution Expenses"), and (ii) be entitled to recoup from any Gross Receipts remaining after deduction of the applicable Distribution Fee, all Distribution Expenses which it paid (net of any discounts, credits or rebates given to Distributor by third parties), provided that such Distribution Expenses are approved by Licensor in writing prior to Distributor's incurring any obligation regarding any such expense. Any Distribution Expenses incurred and/or paid by Distributor which have not been pre-approved in writing by Licensor shall be for the account of Distributor. Licensor shall have the right to designate and/or approve all persons providing goods and/or services whose costs are a Distribution Expense of the Film(s). Distribution Expenses shall include, without limitation, the following:

(a) Costs and laboratory charges for feature prints and trailers, translations, subtitling, dubbing, film cans, reels, containers and storage, including, without limitation, costs and charges relating to digital prints, including, without limitation, digital conversion fees also known as virtual print fees, and costs and charges associated with the duplication and delivery of DCP’s and KDM’s (collectively, "Digital Fees"), but excluding any such materials provided to Distributor free of charge hereunder.

(b) Backroom expenses contracted from third

parties attributable to such Film. (c) Insurance charges and inter-territorial and

intra-territorial shipping and freight charges. (d) Licensor's allocable share of local film

board dues and expenses and related industry assessments (which share shall be based on film rentals) as determined by Distributor in good faith.

(e) Duties, customs fees, cost of import

licenses calculated and paid in accordance with the provisions of Paragraph 9.4 below, as well as censorship charges, copyright charges and checking, screening and release fees, provided all such amounts are incurred and paid to third parties in the ordinary and customary course.

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(f) Reasonable outside attorneys' fees and litigation expenses directly related to the distribution or exploitation of such Film, subject to Licensor's prior written approval.

(g) Advertising, promotion, publicity and

accessories costs (subject to Paragraph 39.23 hereof), excluding any Advertising Materials provided to Distributor free of charge hereunder.

(h) Any local taxes based on film rentals, film

hire turnover or Distribution Expenses such as sales, use, excise and value added taxes which, in the normal course of business, are not recoverable by Distributor either from customers, or by credit or otherwise. Notwithstanding anything to the contrary contained in this Agreement, it is expressly understood that no net income, franchise, corporation, excess profits or similar tax shall be an allowed Distribution Expense.

(i) The direct costs of conversion of monies

(excluding exchange rate fluctuations), including cable expenses and any discounts taken for the conversion thereof, into U.K. Pounds Sterling (or other currency designated by Licensor), which are charged apart from and not incorporated into the exchange rate, and all costs of transmission of such monies to Licensor in the U.K.

8.2 Cross-Collateralization: For each Film in each Subterritory, Distributor shall be entitled to cross-collateralize any Unrecouped Amounts in the order of priority and only to the extent set forth below, based upon financial data determined, recorded and computed as of the end of the particular Statement Period for which an Accounting Statement is being rendered:

8.2.1 As Between Films in the Same Subterritory: With respect to each Film in each Subterritory, Distributor shall be entitled to cross-collateralize any Unrecouped Amounts against Remaining Gross Receipts derived from the distribution of all other Films in the same Subterritory.

8.2.2 As Between Subterritories of a Film: With

respect to each Film in the applicable Subterritory, Distributor shall be entitled to cross-collateralize any Unrecouped Amounts against Remaining Gross Receipts derived from the distribution of such Film in other Subterritories that are in the same Subterritory group (i.e., with respect to a Film in one of the Group A Subterritories, Distributor could cross-collateralize Unrecouped Amounts against such Remaining Receipts for such Film

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in other Group A Subterritories and with respect to a Film in one of the Group C Subterritories, Distributor could cross-collateralize Unrecouped Amounts against such Remaining Receipts for such Film in other Group C Subterritories). For the avoidance of doubt, there shall be no cross-collateralization of a Film across Subterritory groups (e.g., with respect to a Film in one of the Group A Subterritories, Distributor could not cross-collateralize Unrecouped Amounts against Remaining Receipts for such Film in the Group B Subterritory and/or in any Group C Subterritories).

8.2.3 As Between Subterritories and Films: With respect to each Film, Distributor shall be entitled to cross-collateralize any Unrecouped Amounts against Remaining Gross Receipts derived from the distribution of all other Films in other Subterritories in other Subterritories that are in the same Subterritory group (i.e., with respect to a Film in one of the Group A Subterritories, Distributor could cross-collateralize Unrecouped Amounts against such Remaining Receipts for other Films in other Group A Subterritories and with respect to a Film in one of the Group C Subterritories, Distributor could cross-collateralize Unrecouped Amounts against such Remaining Receipts for other Films in other Group C Subterritories). For the avoidance of doubt, there shall be no cross-collateralization against other Films across Subterritory groups (e.g., with respect to a Film in one of the Group A Subterritories, Distributor could not cross-collateralize Unrecouped Amounts against Remaining Receipts for any other Film in the Group B Subterritory and/or in any Group C Subterritories).

8.2.4 Prior Deals: Except with respect to Unrecouped

Amounts with respect to a Film in any Group C Subterritories, Distributor shall be entitled to cross-collateralize the Unrecouped Amounts against any sums due to Licensor and/or an affiliate of Licensor from Distributor pursuant to the distribution agreement dated as of January 1, 2014 between Licensor and Distributor.

8.2.5 Unrecouped Amounts: If Distributor does not recoup all Unrecouped Amounts after performing the cross-collateralization computations noted in Paragraphs 8.2.1 through 8.2.4 above, Distributor shall not be entitled to invoice Licensor for any such remaining Unrecouped Amounts and such Unrecouped Amounts shall be solely for the account of Distributor.

8.3 Licensor's Share: Subject to Paragraph 8.2 above, for each Film in each Subterritory, in exchange for Distributor’s

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right to exercise and exploit the Distribution Rights (which rights include, without limitation, the right of Reproduction and Exhibition of the Film) Licensor shall be entitled to one hundred percent (100%) of any Gross Receipts remaining after deducting on a continuing and cumulative basis, the applicable Distribution Fee and Distribution Expenses ("Licensor's Share").

Licensor's Share is exclusive of any sales, use, value added or other similar taxes (collectively "VAT"). If, under applicable law, the Licensor's Share is subject to VAT, Distributor shall be responsible for and shall pay the legally required VAT amount to the applicable tax or other government authority.

For purposes of customs valuation, Licensor’s Share is a

Reproduction Charge and is exclusive of any value paid by the Distributor for any Materials imported into any part of the Territory or Subterritory.

8.4 Fees to Subdistributors: Any and all fees and commissions paid to Licensor approved Subdistributors shall be paid by Distributor at its sole cost and expense and shall not be deductible or recoupable as a Distribution Expense, nor shall Distributor be entitled to invoice Licensor for such fees or commissions.

8.5 Taxes: If, in accordance with any applicable Law, any

withholding or other similar tax is imposed by any governmental authority in any part of the Territory on any amount required to be remitted by Distributor to Licensor hereunder, Distributor shall deduct (or cause the deduction of) the amount of such tax from Licensor's Share and pay (or cause the payment of) such tax to the applicable tax authorities for the account of Licensor, unless otherwise instructed by Licensor in writing. Distributor shall provide to Licensor, within thirty (30) days after the date of such tax payment, an official receipt, voucher or other official government document which evidences the receipt of the tax payment by the relevant tax authorities. The receipt, voucher or government document shall (i) indicate the amount of such taxes paid or deducted on behalf of Licensor and the date(s) on which such taxes were paid or deducted, and (ii) be in Licensor's name or shall indicate Licensor's liability therefor sufficient to support a tax credit in the applicable country designated by Licensor ("Tax Credit Country"). Distributor shall not claim any foreign tax credit in the Tax Credit Country on any such tax paid in accordance with any applicable Law on behalf of or in the name of Licensor or with respect to any monies due to Licensor by Distributor. Distributor shall use commercially reasonable efforts to

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minimize any applicable withholding taxes, including, but not limited to, (i) giving effect to any applicable tax treaties, (ii) furnishing to Licensor the applicable forms for Licensor to claim the tax exemption or tax reduction, and (iii) promptly upon Licensor's return of such forms to Distributor, Distributor shall file such forms on behalf of Licensor with the applicable authorities, as may be required under the applicable tax Law. 9. DELIVERY ITEMS:

9.1 Physical Materials: For each Film, Licensor shall deliver or cause to be delivered to Distributor in each Subterritory (or direct to applicable theaters in each Subterritory if determined by Licensor in consultation with Distributor), the following materials, in such quantities and on such dates as may be mutually agreed to by the parties hereto; provided that in the event of a disagreement Licensor's decision shall control: (i) new or good quality used original language version prints and trailers (including in each case and at Licensor’s election, digital and or DCPs of such prints and/or trailers) and/or (ii) new or good quality used local language dubbed prints and trailers (including in each case and at Licensor’s election, digital and or DCPs of such prints and/or trailers) (collectively, the items described in (i) and/or (ii) are, the "Physical Materials"). The specific quantity and delivery dates for the Physical Materials shall be determined by the mutual agreement of the parties hereto, with Licensor's decision to be controlling in the event of a disagreement.

With respect to any dubbed or subtitled versions of a Film

created by or for Distributor in connection with this Agreement, Distributor shall grant Licensor unrestricted access to such dubbed or subtitled versions at Distributor's laboratory or such other location where such versions are on deposit, without payment of a permission or use fee by Licensor to Distributor.

9.2 Advertising Materials: For each Film, Licensor shall deliver key artwork, advertising accessories and publicity materials (collectively, the "Advertising Materials") to Distributor, as available in each Subterritory, in such quantities, in such formats and on such dates as the parties hereto mutually agree to be reasonably necessary, with Licensor's decision to be controlling. Distributor shall use only such Advertising Materials that are furnished or approved in writing by Licensor and it will not modify, edit or make any changes to the Advertising Materials without Licensor’s prior written consent in each instance.

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9.3 Cost of Materials: The cost of the Physical Materials and Advertising Materials (collectively, the "Materials") furnished by Licensor hereunder shall be at Licensor’s prevailing rates, provided that Licensor may elect to provide some or all of such Materials at no charge.

9.4 Delivery and Customs: All Materials for each Film shall be shipped prepaid to such location(s) in the various Subterritories as may be specified by Distributor and approved by Licensor. Delivery shall be deemed complete for all purposes hereunder when such Materials are received in such Subterritories by Distributor.

Distributor shall, at its cost, be responsible for

obtaining all permits required by the applicable Law of each Subterritory to import the Materials to each such Subterritory, including, without limitation, clearing the Materials through customs of each of the Subterritories and accurate and timely payment of any and all customs fees, duties or similar charges. All applicable customs fees, duties or similar charges assessed on any Materials shall be calculated and paid in accordance with the Law of each Subterritory and the WTO Customs Valuation Agreement and Distributor shall promptly notify Licensor in writing of any conflict between any such Law of each Subterritory and the WTO Customs Valuation Agreement. All customary and ordinary costs incurred by Distributor under this Paragraph 9.4 which are directly attributable to the import of Materials and have been approved by Licensor in writing prior to their having been incurred, shall be recoupable as a Distribution Expense under Paragraph 8.1.2 (e) above; however, excluded as a recoupable Distribution Expense shall be (i) any costs relating to Distributor’s right to import film materials generally (and not specifically to the Materials, for example the costs of obtaining a general import license) which shall be considered as Distributor’s overhead and incurred at Distributor’s cost; (ii) any costs which are not ordinary or customary, including, without limitation, any penalties and/or interest charges assessed by governmental authorities within any part of the Territory; and (iii) any additional costs, duties, taxes, fees, penalties or other charges that may be assessed on Materials retroactively (i.e. for past shipments).

9.5 Ownership: Legal title to all Materials (including any

copyrights therein) provided by Licensor and other items created and manufactured by or for Distributor in connection with the distribution of each Film, shall vest in Licensor at all times, subject only to the possession and control thereof by Distributor as set forth herein. Distributor shall not sell, pledge, copy or otherwise dispose of any such Materials or other

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items, except to the extent and in the manner expressly permitted in this Agreement. Furthermore, in connection with Distributor's exercise of the Distribution Rights hereunder, Distributor shall use only such Materials that are furnished, or approved in writing, by Licensor.

9.6 Security:

9.6.1 Care of Materials: Distributor shall inspect, preserve, store and provide security within all parts of the Territory (and each Subterritory) for the Materials which are under Distributor's direct or indirect control. Distributor shall (i) maintain (and cause each of its external backrooms to maintain) at all times a complete and accurate inventory (which shall be maintained and be accessible in an electronic format) of all such Materials, (ii) protect such Materials from unauthorized use, duplication, distribution and/or exploitation, (iii) at all times fully cooperate with and support government efforts in all parts of the Territory to combat piracy, and (iv) use such anti-piracy and anti-counterfeiting devices as are requested by Licensor or if no such request is made, such devices shall be of no less than the highest level and/or quality of devices used by Distributor in connection with the distribution of other Motion Pictures. No less than annually, Distributor shall review its (and each of its external backroom's) inventory of such Materials and investigate and resolve any discrepancies appearing therein. Distributor's obligations under this Paragraph 9.6.1 are of the essence to this Agreement.

9.6.2 Lost Materials: Distributor shall

(i) immediately notify Licensor in writing if any prints, trailers or other Materials are lost, stolen, destroyed or damaged (the "Lost Materials"), (ii) supply Licensor with an affidavit which sets forth the circumstances surrounding the Lost Materials, in a form satisfactory to Licensor, and (iii) use its best efforts to recover such Lost Materials. For any print, trailer or other item of Materials which are lost, stolen, destroyed or damaged in any respect after delivery to Distributor hereunder, Distributor shall pay to Licensor the actual cost of same and such cost shall not be deductible by Distributor as a Distribution Expense.

9.7 Exhibition: Distributor shall require all theaters to (i) exhibit the Films in their original continuity of subject in synchronization with recorded sound, in the same form as supplied by Licensor, except as otherwise provided herein, and (ii) be properly licensed to exhibit Films containing copyrighted music.

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9.8 Editing: Except as otherwise provided herein,

Distributor shall make no deletions, additions or alterations in any of the elements of a Film, whether for censorship approval or otherwise, without the prior written consent of Licensor, which consent Licensor may grant or withhold in its sole discretion. Upon Distributor becoming aware and/or upon Distributor's receipt of notice from Licensor of any failure by Distributor or its subsidiaries, affiliates, permitted Subdistributors or other permitted licensees to comply with the terms of this Paragraph, Distributor shall immediately (i) comply with Licensor's instructions concerning such failure, (ii) take such other steps as are necessary to cure such failure with respect to all affected Materials, and (iii) without prejudice to any other provisions of this Agreement, hold Licensor safe and harmless from any and all claims, actions, proceedings, damages, liabilities, costs and expenses (including court costs and reasonable legal fees), resulting from Distributor's failure to comply with the provisions of this Paragraph. Distributor agrees to have the substance of this Paragraph included in all exhibition contracts and permitted subdistribution agreements which it enters into in connection with each Film.

9.9 Digital Prints: In connection with the method of distribution (such as electronic) and the ordering of digital prints (and in order to obtain necessary keys/KDMs) of applicable Films, Distributor shall contact and coordinate with Licensor or its designee.

9.10 Use of Advertising Materials and Other Materials on the Internet: In connection with Distributor’s advertising and promotion of the Films via the internet in each Subterritory, whether directly or through third parties, Distributor shall, in each instance that a new site is created and/or a new vendor is engaged by Distributor to create and/or maintain any such site (each a "Site"), (i) prior to the launch of each such Site, advise and obtain Licensor’s prior written approval (which Licensor may grant or withhold in its sole good faith discretion) of the security provisions for such Site and (ii) in connection with Licensor’s review of the security provisions of the applicable Site, promptly provide (i.e., within three (3) business days of Licensor’s written request) Licensor with all information and documents requested by Licensor to evaluate the security measures of such Site, including, without limitation, provide Licensor with copies of all relevant security provisions found in agreements with third parties regarding the applicable Site.

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10. BILLING AND CREDITS/OTHER RESTRICTIONS: The (i) billing and credits and (ii) name(s), voice(s) and likeness(es) accorded and/or used in all advertising and publicity in connection with the distribution of each Film in each of the Subterritories shall be in strict conformity with (i) the billing blocks contained in the Advertising Materials delivered to Distributor hereunder, (ii) the Advertising Materials, and (iii) any other written instructions which Licensor delivers to Distributor. In no event shall any credits (including, without limitation, likenesses or recorded voices), copyright notices, trademarks, tradenames or symbols appearing in the Materials or which Licensor instructs Distributor to include therein, be altered on or eliminated from any such Materials without Licensor's prior written consent in each instance. Upon Distributor becoming aware and/or upon Distributor’s receipt of notice from Licensor of any failure by Distributor or its subsidiaries, affiliates, permitted Subdistributors or other permitted licensees to comply with the terms of this Paragraph, Distributor shall immediately (i) comply with Licensor's instructions concerning such failure, and (ii) take such other steps as are necessary to cure such failure with respect to current and future prints and advertisements for such Film. Distributor agrees to have the substance of this Paragraph included in all exhibition contracts and Licensor approved subdistribution agreements which it enters into in connection with each Film. 11. CONSULTATIONS AND APPROVALS/MARKETING EXECUTIVE:

11.1 Consultations and Approvals: Licensor and Distributor shall consult with each other regarding the marketing and distribution of each Film, including, without limitation, such matters as (i) the number of prints and advertising accessories (including, without limitation, the number, if any, of digital prints and the terms concerning the exhibition of such prints with theaters); (ii) the budget for Distribution Expenses; (iii) release patterns and schedules (including, without limitation, the initial theatrical release date of such Film in each applicable Subterritory); (iv) theaters (including, without limitation, the financial and other material terms of exhibition and digital deployment agreements with theaters or exhibitors in any part of the Territory); and (v) advertising, publicity and promotion budgets and strategies (collectively, "Distribution Policy"). Distributor shall screen each Film within twenty-four (24) hours after delivery of a screening print from Licensor and shall notify Licensor within five (5) business days of such screening of Distributor's proposed Distribution Policy for each such Film. If Licensor and Distributor fail to agree upon any aspect of the Distribution Policy for any Film, Licensor's decision shall be controlling in the event of a disagreement.

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Licensor shall have a right to instruct Distributor's personnel located in any part of the Territory regarding the Distribution Policy of each such Film.

11.2 Marketing Executive: Distributor shall assign one (1) of its marketing employees to work exclusively and full time as the key marketing executive in charge of the marketing and promotion of the Films in the Territory (the "Designated Marketing Employee"). For the avoidance of doubt, however, such Designated Marketing Employee will remain the employee of the Distributor at all times. The Designated Marketing Employee shall be subject to Licensor’s continuing approval and Distributor shall not replace or make material changes to the terms of employment of the Designated Marketing Employee without first consulting with Licensor. It is of the essence to this Agreement that Distributor maintain a Licensor approved Designated Marketing Employee at all times during the Term. Distributor shall at Licensor’s request remove and replace a Designated Marketing Employee should Licensor determine that a replacement is necessary, as determined by Licensor in its sole reasonable discretion. Distributor shall be solely responsible for one hundred percent (100%) of all salary, bonus, pension, medical and other benefit payments that are due to the Designated Marketing Employee, whether by contract or under law, including, without limitation, any severance and/or other payments due upon termination of employment (collectively, the "Designated Marketing Employee Costs"). In no event shall Distributor be entitled to deduct or recoup from Gross Receipts of the Films any Designated Marketing Employee Costs. Distributor hereby indemnifies and holds harmless, in accordance with the provisions of Paragraph 21.2 below, Licensor, its parents, affiliates and subsidiaries and its and their respective officers, directors, employees and agents (including, without limitation, any persons engaged by Licensor to theatrically distribute Licensor's Motion Pictures in the Territory after termination or expiration of the Term), from and against any and all claims, actions, proceedings, damages, liabilities, costs and expenses (including reasonable legal fees), arising out of or in connection with claims by any past, present or future employee of Distributor, including, without limitation, the Designated Marketing Employee.

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12. CENSORSHIP: For each Film, Distributor shall use its best efforts to secure any censorship licensing and approvals required by the Authorities in each Subterritory. In connection therewith, for each Film, Distributor shall (i) present such Film and trailer to the Authorities for approval as soon as practicable after such Film is delivered to Distributor, and (ii) attempt to obtain final censorship approval for such Film within thirty (30) days after such Film is delivered to Distributor. Licensor shall have the right to approve, in its sole discretion, any editing required for censorship approval of a Film by the Authorities and to withdraw such Film from distribution in each applicable Subterritory, if the required editing is unacceptable to Licensor. If any Authorities in any Subterritory ban any Film in its entirety, Distributor shall notify Licensor immediately and deliver to Licensor the original order banning such Film. Distributor shall, at its own expense, use its best efforts to have such ban removed and appealed to the highest tribunal in such Subterritory having jurisdiction for the removal of such ban. Distributor shall promptly provide Licensor with copies of all relevant notices and documents relating to the appeal of any such ban of a Film and Licensor shall have the right, at its cost, to be present at all applicable hearing(s) and, if requested by Licensor, be a party to any such motion or other action to appeal such ban. If the ban is sustained by such tribunal, Distributor shall immediately (i) notify Licensor, (ii) forward the original of such decision to Licensor, and (iii) immediately return all Materials for the banned Film to Licensor. 13. PERMITS: At the request of Licensor, Distributor shall use its best efforts to assist Licensor in securing such licenses and permits, including patent and copyright licenses, as may be necessary or desirable for the importation, distribution and exhibition of the Films in any Subterritory. 14. COPYRIGHT AND TRADEMARK: At the request of Licensor, Distributor shall take all necessary steps to secure copyright protection in all parts of the Territory for each Film, for and in the name of Licensor or its designee. Distributor shall not remove or change any copyright notice or trademark from any Materials under Distributor's control or which have been shipped by or under the direction of Distributor to third parties. Distributor shall prominently display the name and trademark of any party designated by Licensor, in connection with all advertising relative to any Film. Distributor shall have no right to use Licensor's name and trademarks, except in connection with the advertisement, promotion and distribution of the Films. Distributor shall promptly notify Licensor of any infringement within the Territory of which Distributor becomes

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aware with respect to the copyright and/or trademarks relative to the Films. 15. ACCOUNTING/PAYMENTS:

15.1 Accounting and Payments:

15.1.1 Distributor or, where applicable, the applicable Subdistributor, shall furnish Licensor with monthly accounting reports showing for each Film on a Subterritory-by-Subterritory basis, in the local currency, the Gross Receipts, Bad Debt, Distribution Fee, Distribution Expenses, Unrecouped Amounts and Licensor's Share for the period reported ("Accounting Statement(s)"). Accounting Statements shall be rendered to Licensor monthly, within fourteen (14) days after the end of each month of the Term or, if the Term has expired, the remaining License Period for each Film, and Licensor's acceptance of same shall not preclude Licensor from questioning the correctness of same at any time. Within fourteen (14) days of the date of Licensor's issuance of an invoice to Distributor or, where applicable the applicable Subdistributor, Distributor or the applicable Subdistributor shall remit, as specified below, Licensor's Share for the applicable month or other period indicated in Licensor's invoice. All of Distributor’s and each applicable Subdistributor’s books, records and documents relating to the Films shall be maintained by Distributor and any applicable Subdistributor accurately and complete to ensure compliance with applicable Law and regulations and shall reflect a fair representation of the facts. Gross Receipts shall be accounted for on a billings basis; Distribution Expenses shall be accounted for on a cash basis. For purposes of clarification, it is contemplated that, remittances for the Group B Subterritory shall be made by the applicable Subdistributor (i.e., Continental Film Ljubljana (Tax Number: S121833192)) out of Slovenia and remittances for the for the Group C Subterritories, shall be made by the applicable Subdistributor (i.e., Con Film d.o.o (PIB: 107755404)(formerly known as Livada Produkcija d.o.o)) out of Serbia; provided, however, that Licensor shall in no way be prejudiced by remittances being made in such manner and, without limiting any of Licensor’s other rights or remedies under this Agreement, Distributor shall be responsible for, and shall indemnify Licensor against, any shortfalls in the amounts received by Licensor directly or indirectly resulting from any remittances, or failures to remit, by any Subdistributor.

15.1.2 Licensor's Share shall be paid in U.K. Pounds

Sterling (converted at the then prevailing exchange rate), in the U.K., provided, however, such monies are freely remittable

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from the various Subterritories to the U.K. Notwithstanding the foregoing, at any time, Licensor shall be entitled to require Distributor to pay Licensor's Share in any such currency as Licensor shall designate, instead of U.K. Pounds Sterling, upon thirty (30) days’ written notice to Distributor, and Distributor shall comply therewith. Distributor shall pay interest to Licensor on any and all late payments of Licensor's Share, as further detailed in Paragraph 18.2 below. In addition, if Distributor does not make payment of Licensor's Share upon which day it is due, Distributor shall compensate Licensor for any losses suffered by Licensor due to the unfavorable movement of foreign exchange rates during the period from the day payment of Licensor's Share was due to the day actual payment of Licensor's Share was made.

15.1.3 All payments of Licensor's Share shall be paid by wire transfer into the following bank account: Bank: Barclays Bank PLC Address: 1 Churchill Place Canary Wharf London E14 5HP United Kingdom Sort Code: 20-00-00 Account #: 40293652

15.1.4 All Accounting Statements and any Other Reports shall be sent to Licensor at the following address:

Columbia Pictures Corporation Limited

Sony Pictures Europe House 25 Golden Square London W1F 9LU, United Kingdom Attention: Finance

With copies to:

Sony Pictures Releasing International Corporation 10202 West Washington Boulevard Jimmy Stewart Building, Room 217B Culver City, California 90232, U.S.A. Attention: International Theatrical Accounting

15.2 Blocked Currency: Any and all Blocked Currency shall

be reflected on the Accounting Statements for informational purposes only and transferred to the U.K. as soon as permissible. During the period of time for which Licensor's Share is blocked, Distributor shall hold such sums in trust for Licensor's account in the respective Subterritory or, subject to

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local Law and upon Licensor's request, Distributor shall either (i) deposit such Blocked Currency into the highest interest bearing bank account in the Subterritory, as approved by Licensor, and any interest generated therefrom shall be for the sole account of Licensor, or (ii) pay such Blocked Currency to any other party in the Subterritory designated by Licensor. In the event any Blocked Currency cannot be remitted to Licensor within two (2) months after the date Distributor was initially obligated hereunder to remit such sums to Licensor, Licensor shall be entitled to terminate this Agreement in accordance with Paragraph 25.1 hereof.

15.3 Other Reports: Distributor shall furnish Licensor with such additional statistical reports, box office and other information pertaining to the exploitation of the Films in the various Subterritories, in a format as directed by Licensor ("Other Reports"), at such times and frequency as requested by Licensor. 15.3.1 Booking Reports: With respect to the distribution of digital prints of the Films, Distributor shall deliver to the applicable third party(ies), designated by Licensor, periodic booking reports in a form, manner and frequency to be determined by Licensor.

15.4 Internet Based Systems: During the Term, Distributor shall continue to use two (2) internet based reporting systems (each a "Reporting System" and collectively, the "Reporting Systems") that are to provide and make exclusively available to users designated by Licensor, information concerning the distribution of the Films in each Subterritory: (i) the first covering information concerning theaters and bookings in the respective Subterritory ("Interplan"), and (ii) a second system covering digital distribution and theaters in the respective Subterritory ("DICER"), all as more detailed below. The information to be included and made available through the Reporting Systems shall be determined by Licensor (as amended from time to time by Licensor and communicated to Distributor), subject to applicable Law and is the property of Licensor.

Information to be provided for under Interplan shall include, without limitation, the key booking terms of exhibitor contracts for the Films in each Subterritory, box office results for the Films and the status of Gross Receipts collections, all of which shall be updated, modified and maintained by Distributor, as and when required by Licensor. Information to be provided for under DICER shall include, without limitation, digital cinema integrators, projectors, servers, 3D providers, 35mm capability, live transmission capability, electronic

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delivery methods, general information about screens, contact information, and other systems in addition to data about the content format an auditorium can receive.

Distributor shall, at its cost, take all steps reasonably necessary to continue and maintain its use of the Reporting Systems and provide, throughout the Term, the necessary information, as set forth above.

Licensor’s ability to access the required information from Interplan and DICER, as set forth herein, is of the essence to this Agreement and the failure to provide such information via such systems in the manner necessary for Licensor to effectively access the required information (as determined in good faith by Licensor) shall entitle Licensor to terminate this Agreement in accordance with the provisions of Paragraph 25.1 below.

15.5 Payment of Digital Fees: Licensor shall (i) timely provide Distributor, in writing, with the material terms concerning the computation and payment of Digital Fees payable pursuant to Licensor’s (or Licensor’s affiliate) agreement(s) with third parties covering the Films in any part of the Territory, and (ii) provide such individuals, as may be designated by Distributor, with necessary training regarding such computation and payment. 16. BAD DEBTS: Distributor shall use its best efforts to collect any and all Gross Receipts. Distributor shall (i) promptly inform Licensor of any Bad Debts which arise, and (ii) provided Distributor has obtained Licensor's written consent to write off a Bad Debt, be allowed to deduct each Bad Debt (after reducing and deducting therefrom the applicable Distribution Fee taken by Distributor on such Bad Debt) from the Gross Receipts of the applicable Film derived in the same Subterritory and during the same Statement Period in which the Bad Debt arose. If Distributor subsequently collects on such Bad Debt, the amount received by Distributor shall be added to the Gross Receipts for such Film. 17. THIRD PARTY PAYMENTS:

17.1 Licensor's Obligation: Except as otherwise provided in Paragraph 17.2 below, Licensor shall pay and account directly to all third parties for all Third Party Payments, together with any taxes, pension fund contributions and other costs paid or payable in respect of any such Third Party Payments.

17.2 Performing Rights Fees: Licensor shall not be

responsible for any (i) fees or royalties payable to any record

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companies (or the applicable collection societies representing their interests), (ii) fees payable for any master use licenses or (iii) performance fees or royalties due to any music publisher, as a result of the performance of pre-recorded music incorporated in the soundtrack of any Film (collectively, "Performing Rights Fees"), and Distributor shall use its best efforts to cause theaters to pay all such Performing Rights Fees. Distributor covenants that as between Licensor and Distributor, Distributor or a third party shall be solely responsible for all Performing Rights Fees. 18. BOOKS AND RECORDS/AUDIT:

18.1 Books and Records: For each Film, Distributor shall keep and maintain true and accurate books of account and records reflecting all transactions contemplated under this Agreement, including, without limitation, receipts and disbursements in connection therewith and support for all Accounting Statements and all currency translations reflected per such Accounting Statements. All such books and records (including, without limitation, contracts and other documents pertaining to the Films in the possession of or under the control of Distributor) shall be maintained at Distributor's regular place of business, for a period of three (3) years after the expiration of the applicable License Period.

18.2 Audit Rights: During the Term and continuing for a

period of three (3) years after the expiration of the License Period of the last Film theatrically released by Distributor hereunder, Licensor or its duly authorized representatives shall be entitled to audit the books and records for each Film. Licensor shall be entitled to conduct such audits upon ten (10) days notice to Distributor, during normal business hours, at Distributor's regular place of business. In connection with such audits, Licensor shall have the right to make copies of all such books and records. If Licensor's duly authorized representative discovers a deficiency in Licensor's Share paid to Licensor for any period under audit, Distributor shall pay such deficiency to Licensor within ten (10) days of its receipt of Licensor's notice of audit results. Furthermore, if the aggregate audit deficiency is five percent (5%) or more of the amount due Licensor for the period under audit, Distributor shall reimburse Licensor for all Audit Costs. Without prejudice to any other rights of Licensor hereunder, time is of the essence regarding all payments due Licensor hereunder and Distributor shall pay interest on any audit deficiency, as well as on all delinquent payments of Licensor's Share, at the "prime lending rate" established by JP Morgan Chase for short term commercial loans to its most favored customers, compounded daily

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at the rate from time to time in effect and calculated from the date on which such payment was due. Distributor shall notify Licensor in writing within ten (10) days of its receipt of Licensor's notice of audit results, of any dispute which Distributor may have with such audit findings and shall pay to Licensor within such ten (10) day period the audit deficiency, interest due thereon and Audit Costs not being disputed by Distributor. 19. MPA: At the written request of Licensor, Distributor shall (i) advance the payment of Licensor's share of MPA dues with respect to Licensor's business activities in any Subterritory, and (ii) be entitled to deduct the amount so paid as a Distribution Expense. 20. LICENSOR'S WARRANTIES/INDEMNITY:

20.1 Warranties: Licensor hereby warrants and represents that (i) during the Term it has and shall continue to have all rights necessary to enter into this Agreement, (ii) at the time of delivery of each Film to Distributor, there shall be no claims, encumbrances or liens to or in any such Film that can or shall materially interfere with the Distribution Rights granted hereunder, and (iii) neither the execution of this Agreement, nor anything contained in the Films, nor the exercise by Distributor of any of the Distribution Rights shall violate or infringe upon any rights of any third party, nor require Distributor to make any payments to any third parties who participated in the Films (collectively, "Licensor's Warranties"). Notwithstanding the preceding sentence, no warranty or representation is made by Licensor with respect to any performing rights in the music of the Films.

20.2 Indemnity: Licensor agrees to indemnify and hold

harmless Distributor, its parents, affiliates, subsidiaries and their respective officers, directors, employees, agents and permitted licensees, from and against any and all claims, actions, proceedings, damages, liabilities, costs and expenses (including reasonable legal fees), arising out of or in connection with the breach or alleged breach of any of Licensor's Warranties; provided, however, Distributor shall notify Licensor in writing within ten (10) days after Distributor receives notification of any claim or suit relating to Licensor's Warranties. The foregoing indemnity shall not be construed to cover any claim with respect to which Distributor has committed to indemnify Licensor under Paragraph 21.2 below. In no event, however, shall Licensor be liable for any consequential damages or loss of profits which Distributor may suffer arising out of a breach or alleged breach of any of

21

Licensor's Warranties. At all times, Licensor, in its sole discretion, shall have the right to defend, compromise or settle any claim as to which its indemnity relates, in such manner as Licensor, in its sole discretion, deems warranted and Distributor shall cooperate fully with Licensor in connection therewith. 21. DISTRIBUTOR'S WARRANTIES/INDEMNITY:

21.1 Warranties: Distributor hereby represents and warrants that it (i) has all corporate power and authority necessary to enter into this Agreement, (ii) will perform its obligations in accordance with the provisions of this Agreement and all applicable Law (including, without limitation, applicable Law governing the importation of Materials into any part of the Territory and each Subterritory, and competition Law), (iii) in addition to the obligations set forth in Paragraph 21.1.1 below, it shall obtain from all directors, actors, translators and other persons rendering services in connection with the dubbing and subtitling of each Film, all rights of every kind in all results and proceeds of their services, in perpetuity and throughout the universe, and does hereby assign all such rights to Licensor, and (iv) shall treat each Film at least as favorably as any comparable Motion Pictures of any other party which Distributor shall, during the Term, acquire for distribution in any part of the Territory and that it shall afford to such Films at least as favorable terms and conditions in any theaters owned, controlled and/or operated by Distributor or its affiliates as those granted to the Motion Pictures of any third party licensing Motion Pictures to Distributor.

In addition and without limitation of the foregoing,

Distributor hereby represents and warrants that (i) it will not make any payment to any third parties if such payments would be in violation of applicable Law, including, without limitation, the Law of each Subterritory, the Law of England and the Law of the U.S. and, specifically, the U.S. Foreign Corrupt Practices Act, 15 U.S.C. Section 78dd-1 and 78dd-2 ("FCPA") (all such anti-corruption Laws including, without limitation, the FCPA, being hereinafter referred to as the "Anti-Corruption Policy"), (ii) it is aware of the FCPA, which prohibits bribery of public officials or any nation, (iii) it will strictly comply with the Anti-Corruption Policy, (iv) it understands that offering or giving a bribe or anything of value to a public official of any nation is a criminal offense, (v) neither Distributor, nor to the knowledge of Distributor, anyone acting on behalf of Distributor, has taken any action, directly, or indirectly, in violation of the FCPA and/or any other Anti-Corruption Policy,

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(vi) it will take no action, and has not in the last five(5) years been accused of taking any action, in violation of the FCPA and/or any other Anti-Corruption Policy, (vii) it will not cause any party to be in violation of the FCPA and/or any other Anti-Corruption Policy, (viii) it agrees to advise all those persons and/or parties supervised by it of the requirements of the FCPA and the Anti-Corruption Policy, (ix) should it learn or have reason to know of any request for payment that is inconsistent with the provisions of this Paragraph 21.1 or any Anti-Corruption Policy, Distributor shall immediately notify Licensor of the request,(x) it is not a "foreign official," as defined under the FCPA, nor does it represent a foreign official,(xi) that it will not share any fees or other benefits of this Agreement with a foreign official nor use undue influence over any foreign official in the course of its exploitation of the Distribution Rights hereunder, and (xii) it will not make an offer, payment, promise to pay, or authorize the giving of anything of value to any foreign official or any foreign political party or official thereof or any candidate for foreign political office in contravention of the FCPA.

21.1.1 To the extent that laws, regulations and

custom and practice in a Subterritory so allow, Distributor shall obtain from any third party(ies) engaged in connection with the creation of any versions or adaptations of any Film(s) or parts thereof, an assignment of all rights, including copyright, in respect of such third party's work, and Distributor hereby assigns to Licensor all rights it may obtain, including copyright, for the maximum term allowed in a Subterritory, in and to any such versions or adaptations of the Film(s) created, subject to a license, hereby granted by Licensor to Distributor of all such rights, as may be necessary or desirable for distribution of such Film(s) in accordance with the terms and conditions of this Agreement. Distributor shall timely execute and deliver to Licensor all assignments, certificates and/or other agreements requested by Licensor to effectuate the provisions of the immediately preceding sentence. In the event Distributor is not able to obtain a written assignment (on Distributor's standard form) from a third party in respect of any versions or adaptations of a Film, Distributor shall notify Licensor that Distributor has failed to obtain such written assignment as soon as practicable, but in any event prior to the theatrical release of such Film in any part of the Territory. In such event, Licensor shall have the right to alter Licensor's instructions regarding the Distribution Policy of such Film.

21.2 Indemnity: During and after the Term hereof,

Distributor agrees to defend, indemnify and hold harmless

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Licensor, its parents, affiliates and subsidiaries and its and their respective officers, directors, employees and agents, from and against any and all claims, actions, proceedings, damages, liabilities, fines, costs and expenses, including reasonable legal fees (each a "claim") arising out of or in connection with (i) the breach or alleged breach of any of the covenants, warranties or representations of Distributor set out in Paragraph 21.1 hereunder, including, without limitation, a breach or alleged breach of the FCPA or any other Anti-Corruption Policy and (ii) any third party claim arising out of or in connection with the exploitation of the Distribution Rights by Distributor, including, without limitation, third party claims arising out of or in connection with Distributor’s employees, either former, current or prospective. In no event shall any such claim affecting the rights of Licensor be settled without the prior written consent of Licensor. At Licensor's option and expense, Licensor shall have the right to defend any such action with attorneys of its own selection. Distributor shall promptly notify Licensor in writing of any investigation and/or inquiry by authorities in any part of the Territory involving, or which may involve, Distributor’s exploitation of the Distribution Rights in any Film. During the course of any such investigation and/or inquiry, Distributor shall (i), in advance, meaningfully consult with Licensor on Distributor’s response(s) to such investigation and/or inquiry, to the extent that such response(s) relate to Licensor, the Distribution Rights and/or any Film, and (ii) timely provide Licensor with copies of relevant documents, filings and/or responses which relate to Licensor, the Distribution Rights and/or any Film. 22. WITHDRAWN FILMS:

22.1 Right to Withdraw: Licensor shall have the right to withdraw a Film and terminate the License Period of a Film in a Subterritory ("Withdrawn Film") as set forth in this Paragraph 22 hereof, upon the occurrence of any of the following events:

22.1.1 A claim is made regarding infringement of a copyright (or other intellectual property right or similar right such as libel or trademark) of a third party by the exhibition of such Film.

22.1.2 A claim is made regarding a breach of contract

which materially affects the rights of Licensor to distribute such Film, as determined by Licensor in good faith.

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22.1.3 Censorship or any other cuts required by the Authorities in a Subterritory are unacceptable to Licensor.

22.1.4 Licensor does not grant its approval to the

expenditure by Distributor of outside attorney's costs and litigation expenses with respect to a Film in a case in which Distributor or Licensor is a defendant or a potential defendant.

22.1.5 Unavailability of necessary duplication

materials.

22.1.6 Force Majeure as set forth in Paragraph 24 hereof.

22.1.7 The adoption by the MPA, or any successor

association representing the interests of licensors of U.S. Motion Pictures, of a regulation, directive or resolution relative to the Territory or any part thereof, which requests the withdrawal of such Film.

22.2 Notice of Withdrawal: Licensor shall give Distributor notice of withdrawal relating to such Withdrawn Film and Distributor shall immediately discontinue (or cause the immediate discontinuance of) the exhibition of such Film in such Subterritory as soon as possible, but in no event later than ten (10) days after receipt of such notice.

22.3 Effect of Withdrawal: Provided that Distributor

follows Licensor's instructions regarding the withdrawal of a Film, (i) Distributor shall be entitled to deduct the reasonable Licensor pre-approved out-of-pocket expenses Distributor incurred and advanced in connection with the Withdrawn Film, as Distribution Expenses, and (ii) Licensor shall indemnify and hold Distributor, its subsidiaries and affiliates harmless from any claims, actions and proceedings by theaters arising out of the withdrawal of such Film. Licensor may not grant Distribution Rights to a Withdrawn Film in the Subterritory from which it was withdrawn, to a third party during what would have been, but for the withdrawal of such Film, the remaining License Period for such Film, unless such Distribution Rights are first offered to Distributor for the remainder of such License Period, upon the same terms and conditions contained herein. The foregoing provisions of this Paragraph shall not apply where a Film is withdrawn by Licensor as a result of a litigation matter pursuant to Paragraph 22.1.4 in which Distributor is a defendant or a potential defendant solely due to Distributor's own actions. Licensor's withdrawal of a Film in accordance with Paragraph 22 hereof shall not be deemed a breach of this Agreement. Distributor hereby waives any rights it may have to

25

recover for loss of profits, interruption of its business or consequential damages, based on such withdrawal. 23. EXCLUSIVITY: Except as otherwise provided for herein, during the Term, Distributor shall not (i) act as the agent, representative or licensee for, or (ii) perform services for or on behalf of, the following major U.S. motion picture companies ("Majors"), without first giving Licensor no less than sixty (60) days’ prior written notice of Distributor’s intent to perform said services ("Notice of Outside Services"): DreamWorks SKG; Universal; United International Pictures; Metro-Goldwyn-Mayer Studios, Inc.; United Artists; Paramount Pictures Corporation; and Warner Bros.; and any affiliates or successors of such major U.S. motion picture companies or any other major U.S. motion picture companies which are members of the MPAA and/or MPA, but excluding Twentieth Century Fox Film Corporation and The Walt Disney Company (including Buena Vista Distribution Co., Inc., Hollywood Pictures and Touchstone Pictures).

Upon Licensor’s receipt of the Notice of Outside Services or if Licensor determines that any services have been performed or will be performed by Distributor for a Major, then, notwithstanding, anything to the contrary contained in this Agreement, Licensor shall have the right to terminate this Agreement upon thirty (30) days’ prior written notice given by Licensor to Distributor and upon expiration of said thirty (30) days (i) Licensor shall have no further obligations owing to Distributor in connection with this Agreement or any of the Films, and (ii) the License Period for all Films and the Term shall automatically expire and terminate without further action or formality. 24. FORCE MAJEURE: If either party hereto is unable to perform its obligations hereunder or is limited, delayed or prevented in whole or in part for reasons not within the reasonable control of such party, including, without limitation, acts of God; war, act of a foreign enemy, civil strife or any other hostilities (whether war be declared or not); strikes or industrial disputes; fire; transportation delays; or by reason of any Law, rule, regulation, order or other action by any public authority, (i) such party shall be excused, discharged and released without penalty from performance of such obligations to the extent that such performance is so limited, delayed or prevented, and (ii) the Term of this Agreement shall be extended for a period equaling the period for which such performance is so limited, delayed or prevented; provided, however, that this Agreement shall not be extended for more than six (6) months in consequence of suspension pursuant to this Paragraph. Notwithstanding the foregoing, if the aforementioned obligations

26

which a party is unable to perform due to force majeure, as defined in this Paragraph 24, are material obligations, (a) the other party hereto shall be entitled to terminate this Agreement upon ten (10) days written notice to the non-performing party, and (b) the non-performing party shall not be deemed to be in breach of this Agreement as a result of such non-performance. 25. TERMINATION:

25.1 Fifteen Days’ Notice: In addition and without prejudice to what is provided for elsewhere under this Paragraph 25 and any and all other remedies available to it hereunder, upon fifteen (15) days prior written notice to Distributor, Licensor shall have the right, at its option, without incurring any liability whether in contract or in tort or otherwise, to either (i) terminate this Agreement before expiration of the Term (in which case such termination shall be effective immediately upon expiration of the fifteen (15) day notice period), and/or (ii) cease delivery of additional Materials to Distributor through the end of the Term, upon the occurrence of any of the following events, provided that during the fifteen (15) day notice period, if curable, Distributor fails to cure such breach to Licensor's reasonable satisfaction:

25.1.1 Distributor exercises any Distribution Rights in connection with any Film without consulting with and obtaining approval from Licensor concerning the Distribution Policy of such Film.

25.1.2 Distributor fails to make timely payment of

Licensor's Share or fails to make timely submission of Accounting Statements or Other Reports which Distributor is obligated to provide Licensor hereunder.

25.1.3 A petition in bankruptcy is filed by or

against Distributor; Distributor is adjudicated a bankrupt or insolvent, or makes an assignment for the benefit of creditors or an arrangement pursuant to any bankruptcy Law; or a receiver is appointed for Distributor or Distributor's business and such receiver is not discharged within thirty (30) days.

25.1.4 Distributor ceases its active distribution of Motion Pictures in any part of the Territory.

25.1.5 Distributor fails to comply with the exclusivity provisions of Paragraph 23 hereunder.

25.1.6 Distributor violates any of its other

obligations or breaches any of its covenants, representations

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and warranties hereunder, including, without limitation, any breach or alleged breach by Distributor of the obligations set forth in Paragraphs 9.6.1, 15.3 or 15.4 above.

25.1.7 Any unauthorized use, duplication, distribution and/or exploitation of the Films and/or Materials occurs directly or indirectly due to the actions and/or non actions of Distributor in maintaining security and control of the Films and the Materials.

Upon Licensor's notice to Distributor of such termination arising under this Paragraph 25.1, Distributor shall make no further contracts, arrangements or bookings concerning the exhibition of any Film.

25.2 Thirty (30) Business Days Notice: In addition and without prejudice to any and all other remedies available to it hereunder, at its option, Distributor shall have the right to terminate this Agreement upon thirty (30) business days prior written notice to Licensor, if Licensor materially breaches any of its material representations or warranties hereunder, provided that during such thirty (30) business day period, if curable, Licensor fails to cure the breach to Distributor's reasonable satisfaction.

25.3 Suspension For Breach of Anti-Corruption Policy: In addition and without prejudice to any and all other remedies available to it hereunder, in the event Licensor deems that it has reasonable grounds to suspect Distributor has violated the provisions of any Anti-Corruption Policy, either in connection with this Agreement or otherwise, Licensor shall be entitled to partially or totally suspend the performance hereof, without incurring any liability, whether in contract, tort or otherwise, to Distributor or any third party. Such suspension shall become effective forthwith upon notice of suspension being issued by Licensor to Distributor, and shall remain in full force and effect until an inquiry reveals, to the satisfaction of Licensor, that Distributor has not violated this Agreement or any of the provisions of any Anti-Corruption Policy. Distributor agrees to comply with Licensor’s requests in connection with any such inquiry. In the event, Licensor’s inquiry reveals that Distributor has violated any Anti-Corruption Policy (as determined by Licensor in its sole discretion), Licensor shall have the right to terminate this Agreement, effective forthwith upon notice of termination being issued by Licensor to Distributor.

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25.4 Acceleration of Payments: If this Agreement is terminated by either party hereto pursuant to Paragraph 25 hereof or otherwise, all sums due to Licensor hereunder shall become due and payable immediately.

25.5 Injunctive Relief: Notwithstanding anything to the

contrary contained herein, in the event of any breach or alleged breach by the Licensor of any of its obligations under this Agreement or under statute law or common law, Distributor's rights and remedies shall be limited to the Distributor’s rights (if any) to recover damages in an action at law and in no event shall Distributor be entitled by reason of any such breach to seek or obtain any injunctive or other equitable relief against Licensor whether by way of restraining the distribution, exhibition, broadcasting, advertising or exploitation of any Film and Distributor hereby waives all its rights (if any) to any such injunctive or other equitable relief. 26. DISPOSITION OF MATERIALS UPON EXPIRATION OR TERMINATION: Upon the expiration or earlier termination of the License Period of each Film, Distributor shall, unless otherwise instructed by Licensor, hold all Materials for such Film for the account of Licensor for sixty (60) days following the expiration or earlier termination of such License Period. Distributor shall comply with Licensor's instructions regarding the disposition of such Materials. If Licensor does not provide instructions for the disposition of such Materials to Distributor by the end of the aforementioned sixty (60) day period, Distributor shall destroy such Materials and provide Licensor with affidavits of destruction evidencing the same. The cost of disposing of any Materials pursuant to this Paragraph shall be treated as a Distribution Expense. 27. NOTICES: Except as otherwise provided herein, all notices given pursuant to this Agreement shall be in writing and delivered by (i) certified mail, expedited delivery or by messenger service, with each of the foregoing providing for a written confirmation of delivery (ii) via messenger, commercial air courier or facsimile addressed as indicated below or to such other addresses of which either party may from time to time notify the other in writing, or (iii) via e-mail, which shall be effective upon receipt, provided the sending Party also provides notice pursuant to subsections (i) or (ii) above. The date of messengering, the transmission of a facsimile or e-mail, if before 5pm local time in the territory of receipt on a Business Day and if not, the following Business Day, shall be deemed to be the date of service. Three (3) Business Days from the date of commercial air courier handling shall be deemed to be the date of service for courier handled notices. For purposes of

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this Paragraph 27, "Business Day" shall mean a day not being a Saturday, Sunday or public holiday in the territory of receipt. If to Licensor:

Messenger: Columbia Pictures Corporation Limited Sony Pictures Europe House 25 Golden Square London W1F 9LU, United Kingdom

Attention: Senior Vice President of Sales, Europe, Middle-East and Africa

Facsimile: 44-207-533-1266

With copies to: Messenger: Sony Pictures Releasing International

Corporation 10202 West Washington Boulevard, Jimmy Stewart Building, Suite 232A Culver City, California 90232, U.S.A. Attention: President Facsimile: (310) 244-1399

And: Messenger: Sony Pictures Entertainment Inc.

10202 West Washington Boulevard, SPP, Suite 1110 Culver City, California 90232, U.S.A. Attention: Features/International Legal Department Facsimile: (310) 244-2169

If to Distributor (and/or any Subdistributor):

Messenger: Continental Film Zagreb, Croatia Zavrtnica 17, 10000 Zagreb, Croatia Attention: Mr. Enver Hadziabdic Facsimile: 385 1 6196 663 Telephone: 385 1 6194 660 E-mail: enver.hadziabdic@continental-film.tel.hr

28. CONSTRUCTION.

28.1 Governing Law: This Agreement shall be interpreted and construed in accordance with the Law of England with the

mailto:enver.hadziabdic@continental-film.tel.hr

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same force and effect as if fully executed and to be fully performed therein.

28.2 Arbitration: Except with respect to actions or proceedings by Licensor for injunctive relief or for the recovery of specific property covered by this Agreement (which Licensor may commence in any appropriate forum at its sole election), all disputes arising out of or in connection with this Agreement shall be submitted to the International Chamber of Commerce (the "ICC") for binding arbitration under its Rules of Arbitration (the "Rules") by a sole arbitrator. The arbitration shall be conducted in London, England, in the English language.

28.3 Miscellaneous: In accordance with the Law of England, Distributor shall irrevocably designate and appoint an agent and attorney-in-fact in England who is acceptable to Licensor, to receive and accept service of process on its behalf in any action or proceeding and further agrees that service of process may be made and effected in any other manner provided under the Law of England. The foregoing shall not preclude either party hereto from seeking enforcement outside England of any order or judgment rendered by any court in London, England.

(a) Within thirty (30) days after the petition for arbitration is filed, the parties shall attempt to agree on an arbitrator. If the parties cannot agree within that time period, each party has ten (10) days to appoint its own arbitrator. These party arbitrators in turn shall, within sixty (60) days after the petition is filed, select a third arbitrator who will serve as the sole arbitrator. If these party arbitrators are unable to select this sole arbitrator within this sixty (60) day time period (or within a mutually agreed extension thereof) the sole arbitrator will be selected by the ICC in accordance with its Rules. The arbitrator shall have a minimum of ten (10) years experience in the entertainment industry.

(b) The award or order of the arbitrator shall

be binding and final and neither party shall have the right to appeal such award or order. Neither party shall challenge or resist any enforcement action taken by the party in whose favor the arbitrator decided. The arbitrator shall assess the cost of the arbitration against the losing party. In addition, the prevailing party in any arbitration or legal proceeding relating to this Agreement (including litigation pursuant to this Paragraph) shall be entitled to all reasonable expenses (including, without limitation, reasonable attorneys' fees).

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(c) Each party shall be permitted to engage in formal discovery (serve interrogatories, document requests, requests for admissions and take depositions) with respect to any dispute arising out of, in connection with or related to this Agreement. The arbitrator shall have the power to supervise all discovery to ensure that it is not unreasonably burdensome or invasive of any party's confidential proprietary information.

(d) Without limiting the remedies available to

Licensor in any arbitration proceeding described in this Paragraph 28.3, the parties acknowledge and agree that Licensor shall have the right to apply for arbitration under the Rules for interim relief and injunctive relief, including, without limitation, a preliminary injunction. Further, prior to final selection of the sole arbitrator (in conformity with the provisions of Paragraph 28.3(a) above), Licensor may apply to a court of competent jurisdiction for interim relief or injunctive relief. Such an application shall not waive the right to compel arbitration of the dispute.

(e) The parties hereto expressly waive the

applicability of any Law that would (i) allow the arbitrator to decide on a basis other than the strict rule of Law and accordingly in deciding the dispute, the arbitrator shall be bound by strict rules of Law, and may not purport to decide the same ex aequo et bono, or (ii) terminate the appointment of the arbitrator so that the appointment of the arbitrator shall not terminate on the sixth month from the date of its appointment (the mandate of the arbitrator constituted in accordance with the terms of this Paragraph shall remain in effect until a final award has been issued by the arbitrator).

(f) The parties and the arbitrator shall treat

the proceedings, any related disclosure and the decisions of the arbitrator, as confidential, except in connection with a judicial challenge to, or enforcement of, an award, and unless otherwise required by Law. 29. NO AGENCY OR PARTNERSHIP: Neither Distributor nor Licensor is an agent or representative of the other, and neither shall be liable for or bound by any representation, act or omission whatsoever of the other. This Agreement shall in no way create a joint venture or partnership between the parties hereto. 30. BINDING EFFECT: This Agreement shall be binding upon the parties hereto and their permitted successors and assigns. Nothing in this Agreement, either expressed or implied, is intended to confer any benefits, rights or remedies upon any

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person or entity other than the parties hereto, their successors or assigns. 31. NO WAIVER: The failure or neglect of either party hereto on any occasion to enforce any provision of this Agreement shall not prevent such party from enforcing such provision upon any other occasion or occasions if such party elects to do so, and no waiver, express or implied, of any breach of this Agreement shall be deemed to be a continuing waiver of such breach. 32. ASSIGNMENT: This Agreement is personal to Distributor and may not be assigned, mortgaged, sublicensed or otherwise transferred or encumbered in any manner by Distributor without the prior written consent of Licensor. A change in control of Distributor shall be deemed to be an assignment for the purposes of this Paragraph. "Change of control" shall mean a change in the direct or indirect control of the voting rights in, or right to appoint or remove directors holding a majority of voting rights at meetings of the board of directors of, the corporate entity of Distributor. 33. AMENDMENT AND EURO CONVERSION:

33.1 Amendment: This Agreement may not be modified and/or

amended, except by a written instrument that is signed by both parties hereto and, in the case of an amendment pertaining to Paragraph 33.2 below, expressly refers to Paragraph 33.2 below.

33.2 Euro Conversion: Notwithstanding anything to the

contrary contained in this Agreement, the introduction of, changeover to or operation of a single or unified European currency (whether known as the "Euro" or otherwise) shall not (i) alter any term or provision hereof, (ii) discharge or excuse performance hereunder or (iii) give either party hereto the right to unilaterally alter or terminate this Agreement, except as provided in Paragraph 33.1 above. 34. SEVERABILITY: If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, such decision shall not affect the validity or enforceability of any of the remaining provisions. 35. HEADINGS: The headings contained herein are for convenience only and shall not affect the meaning or interpretation of this Agreement. 36. SURVIVAL OF OBLIGATIONS/RIGHTS: Notwithstanding anything to the contrary contained herein, such obligations of Distributor which remain executory after expiration of the Term

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shall remain in full force and effect until discharged by performance (unless otherwise instructed by Licensor in writing) and such rights of Licensor as pertain thereto shall remain in force until their expiration. 37. CONFIDENTIALITY: Distributor and its directors, officers and employees shall agree to restrict access to Confidential Information (as hereinafter defined) concerning the Films to only those officers and employees of Distributor who require such information to perform (i) Distributor’s obligations to Licensor under the Agreement, and (ii) Distributor’s obligations under applicable agreements between Distributor and a third party which further the distribution activities of Distributor in relation to the Films in each Subterritory and to ensure that in all cases such information is used only for the purpose of performing Distributor’s obligations under said agreements with respect to the Films.

"Confidential Information" for this purpose shall mean (i) proprietary information disclosed orally or in writing, including, without limitation, instructions from Licensor to Distributor concerning the distribution of the Films (including, without limitation, the budgets for advertising, promoting and marketing of any Film), and (ii) any other confidential information concerning Licensor or its parents, affiliates and/or vendors and suppliers, regarding prices, costs (including, without limitation, cost of prints and digital conversion fees, also known as virtual print fees), non public release plans (including, without limitation, the number of screens), strategies and similar matters concerning Licensor’s Films or distribution activities in each of the Subterritories (including, without limitation, the terms of exhibition contracts (such as film rental terms) and agreements with third parties to deploy digital projection systems for theatrical exhibition in any part of the Territory or Subterritory).

Licensor and Distributor agree that Confidential

Information shall not include information that: (i) is now or subsequently becomes generally available to the public through no wrongful act of Distributor; or (ii) Distributor obtains rightfully from a third party who has the right to disclose or transfer it. Moreover, Distributor will communicate the terms of this Paragraph 37 to the directors, officers and to those employees of Distributor who have a need to receive Confidential Information in an effort to ensure that such persons understand the provisions of this Paragraph. 38. ENTIRE AGREEMENT: This Agreement embodies the entire understanding between Distributor and Licensor as to the subject

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matter hereof, and expressly and unequivocally supersedes all previous agreements, warranties or representations, oral or written, which may have been made between Distributor and Licensor as to the subject matter hereof. 39. DEFINED TERMS:

39.1 "Accounting Statement(s)": See Paragraph 15.1.1 hereof for the definition.

39.2 "Advertising Materials": See Paragraph 9.2 hereof

for the definition. 39.3 "Agreement": See the preamble hereof for the

definition.

39.4 "Anti-Corruption Policy": See Paragraph 21.1 hereof for the definition.

39.5 "Audit Costs": Costs and expenses incurred by

Licensor in connection with the audit of Distributor's books and records pursuant to Paragraph 18.2 hereof including, without limitation, (i) travel and out-of-town living expenses, salary and fringe benefits allocable to Licensor's audit personnel and (ii) costs for interpreters and local auditors.

39.6 "Authorities": Duly authorized censorship and

governmental authorities. 39.7 "Bad Debt": An amount due and owing from an

exhibitor or other third party in connection with the exercise of Distribution Rights hereunder, which Distributor is unable to collect within six (6) months of the date of the invoice for such amount.

39.8 "Blocked Currency": Licensor's Share which is not

remittable by Distributor to the U.K. (or other location designated by Licensor) by reason of legal or currency restrictions in any applicable part of the Territory.

39.9 "Business Day": See Paragraph 27 hereof for the definition.

39.10 "Confidential Information": See Paragraph 37 hereof for the definition.

39.11 "Designated Marketing Employee": See Paragraph 11 hereof for the definition.

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39.12 "Designated Marketing Employee Costs": See Paragraph 11 hereof for the definition.

39.13 "DICER": See Paragraph 15.4 hereof for the definition.

39.14 "Digital Cinema Package ("DCP")": Means the set of image, audio and data files, as defined by the Digital Cinema Specification from Digital Cinema Initiatives, LLC (DCI) and standardized by the Society of Motion Picture and Television Engineers (SMPTE), that are used to store and to convey content for playback on a digital cinema system.

39.15 "Digital Fees": See Paragraph 8.1.2(a) hereof for the definition.

39.16 "Distribution Expenses": See Paragraph 8.1.2 hereof for the definition.

39.17 "Distribution Fee": The percentage of Gross Receipts

retained by Distributor, inclusive of any Subdistributor's fees, as compensation hereunder.

39.18 "Distribution Policy": See Paragraph 11 hereof for

the definition. 39.19 "Distribution Rights": See Paragraph 1 hereof for

the definition. 39.20 "Distributor": See the preamble hereof for the

definition. 39.21 "FCPA":See Paragraph 21.1 hereof for the definition. 39.22 "Films": See Paragraph 5 hereof for the definition. 39.23 "Gross Receipts": All amounts (exclusive of sales,

admissions and value added taxes) invoiced or which are otherwise receivable by Distributor, its affiliates, subsidiaries and Subdistributors, from the exercise of Distribution Rights in connection with a Film. Notwithstanding the foregoing, Gross Receipts shall not include revenues derived from any Film's trailers and advertising accessories and Distributor shall not be entitled to any Distribution Fee or any other fee with respect to such revenues. Such revenues shall be offset solely against the advertising accessories costs for the applicable Film, and any revenues remaining thereafter shall be remitted to Licensor within thirty (30) days following the expiration or earlier termination of this Agreement. Gross

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Receipts shall be subject to adjustment for Bad Debt, as specifically set forth in Paragraph 16 hereof.

39.24 "ICC": See Paragraph 28.2 hereof for the definition.

39.25 "Interplan": See Paragraph 15.4 hereof for the

definition. 39.26 "Key Delivery Message (KDM)": the one-way information

packet, as defined by the Digital Cinema Specification from Digital Cinema Initiatives, LLC (DCI) and standardized by the Society of Motion Picture and Television Engineers (SMPTE), to an exhibition facility that is used to enable the playback of a specific piece of encrypted content by a specific server for a defined time period.

39.27 "Law": Any present or future statute or ordinance,

w