1 BROWNE GEORGE ROSS LLP
Eric M. George (State Bar No. 166403)
2
egeorge@bgrfirm.com
Keith J. Wesley (State Bar No. 229276)
3
kwesley@bgrfirm.com
Christopher M. Kolkey (State Bar No. 300206)
4
ckolkey@bgrfirm.com
2121 Avenue of the Stars, Suite 2400
5 Los Angeles, California 90067
Telephone:(310)274-7100
6 Facsimile:(310)275-5697
7 Attorneys for Plaintiff RML Distribution
Domestic, LLC
8
9

SUPERIOR COURT OF THE STATE OF CALIFORNIA

10

COUNTY OF SANTA CLARA

11
12 RML DISTRIBUTION DOMESTIC,LLC,

Case No.

13

COMPLAINT FOR:

Plaintiff,

14

vs.

(1)BREACH OF CONTRACT;

15 NETFLIX,INC.,
16.

Defendant.

(2)BREACH OF THE IMPLIED
COVENANT OF GOOD FAITH AND
FAIR DEALING;

17

(3)TRADE LIBEL

18

JURY TRIAL DEMANDED

19
20
21
22
23
24
25
26
27
28
697897.4

COMPLAINT

 1

Plaintiff RML Distribution Domestic, LLC ("Relativity"), by its undersigned

2 attorneys, as and for its Complaint against defendant Netflix, Inc.("Netflix") alleges as
3 follows:
4 III.

SUMMARY OF THE ACTION

5

1.

This action's underlying drama—a twist on Frankenstein in which a once

6 benign creature turns on its maker—begins with the story of Relativity enabling a
7 foothold in the entertainment industry to athen-upstart DVD mail-order business called
8 Netflix. Relativity did so by entering into afirst-of-its-kind deal with Netflix—at a time
9 when other studios publicly shunted Netflixto stream films after their theatrical
10 release. In the several years after this deal was executed, during which period Relativity
11

changed its business model to conform with the deal's model, and during which period

12 Netflix's market capitalization rose by billions, Netflix wasted little time turning on its
13 maker, Relativity.
14

2.

At the commencement of the parties' relationship, Relativity was the third

15 largest mini-major studio in the world, having been involved in the production of over
16 100 major feature films. Netflix, by contrast, was a virtual non-entity in Hollywooda
17 fledgling DVD mail-order business with no bargaining power, little theatrical content,
18 and few successful programs. Netflix sought to change this by building a competitive
19 pay television business through Internet streaming.
3.

20

Netflix's desire to enter the pay television business was not accepted by

21 the film industry, however, with major studios publicly declaring they would never do
22 business with Netflix. Netflix was desperate for an "in," and Relativity was the answer.
23 Relativity allowed Netflix to enter the pay television business—now known as the
24 Streaming Video on Demand("SVOD")businessby choosing Netflix as its pay
25 television partner instead of HBO,Showtime, or Starz.
4.

26

The pay television model has remained relatively the same for the past

27 three decades. The studio is obligated to distribute each movie released theatrically by

28 ~ the studio, and the studio is obligated to provide each film it releases theatrically to its
697897.4

-1-

COMPLAINT

 1

pay television or SVOD partner who is allowed to show it for a window of time (the

2 "window").

5.

3

Such deals have been similarly calculated through "rate cards," as the

4 industry refers to them. Under the rate card, the pay television or SVOD provider pays a
5 fixed amount on each film based on the theatrical domestic box office. It remains the
6 single most important window to a studio.

6.

7

In choosing Netflix as its pay television or SVOD partner, Relativity

8 single-handedly converted Netflix from a DVD mail-order company into a pay television
9 business. The crux of this deal was the "rate card" determining how much Relativity is
10 paid. It is solely tied to the box office revenue such that Netflix's payments to Relativity
11

on each film are based on the level the film's box office performance hits. Netflix's rate

12 card with Relativity under the License Agreement is as follows:
Schedal~ D

13

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14

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19

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525,1100,001
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to
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W

S2,000.Q00
55,000,000
S10,000,000
515,000,000
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530,000,000
540,000,000

Si,574,999
53,748,448
55,428,448
56,678,498
S7,728,498
S8,603,498
5990,998
S10,Sb0,997

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S50,000,001
S75,000,001
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20
21
22

23 Because Relativity brought Netflix into the business, Relativity insisted on Netflix
24 paying it a minimum of $3.7 million up to a m~imum of$20 million based on the
25 theatrical domestic box office level each film hit on a per film uncrossed basis.l Indeed,
26
1

The License Agreement provides that notwithstanding the rate card set forth in

27 Schedule D,Netflix is obligated to pay Relativity minimum and maximum license fees
28 of $3.7 and $20 million, respectively, under certain circumstances.
697897.4

-2COMPLAINT

 1 ~ ~ the rate card called for such high amounts to potentially be paid to Relativity that
2 ~ ~ Netflix's auditors, Ernst and Young, instructed Netflix that the rate card created a
3 contingent liability of$2 billion that Netflix was obligated to disclose.
4

7.

Netflix's License Agreement with Relativity turned Netflix into a giant in

5 ~~ the SVOD business. From 2010 through 2013, approximately 85% ofNetflix's new
6 ~ ~ films were Relativity's. For these four years, Netflix paid Relativity pursuant to the rate
7 card with no issues: Relativity would theatrically release films and they would
8 subsequently(12 months post-release, per the agreement) be streamed by Netflix. Other
9 studios followed Relativity's lead beginning with DreamWorks and Disney. By 2014,
10 following years of streaming under the License Agreement with Relativity, Netflix's
11 market capitalization had skyrocketed from $5 billion to $15 billion.
12

8.

As Netflix continued to negotiate arrangements with other studios, none

13 ~ compared to the first-of-its-kind deal it struck with Relativity, which contained superior
14 terms that Netflix (having by now obtained an entrance into the entertainment industry),
15 no longer extended. Having procured contractual arrangements with multiple other
16 studios, Netflix wanted to change its contractual arrangement with Relativity which had
17 far superior terms and required performance through December of 2018. Netflix
18 therefore attempted to renegotiate that deal from early 2013 through 2015.
9.

19

Netflix had dozens of meetings with Relativity executives to renegotiate

20 the terms of the License Agreement, including the rate card. Netflix even enlisted the aid
21 of Relativity investors such to assist in this renegotiation. But Relativity was unwilling
22 to renegotiate the License Agreement as it had built its entire business around that deal.
10.

23

Relativity did, however, agree to one amendment in 2013 in which Netflix

24 paid $12 million for one modification: Relativity would release its films on a minimum
25 of400 screens if they were produced by Relativity and a minimum of600 screens if they
26 were acquisitions to qualify for payment under the rate card.
11.

27

As Relativity refused to renegotiate the other terms which would have

28 caused Relativity to lose hundreds of millions of dollars, relations between Netflix and
697897.4

-3COMPLAINT

 1 ~ ~ Relativity became tense and soon deteriorated. When Relativity rejected Netflix's
2 ~ ~ demands, Netflix inappropriately sought to spurn the License Agreement. In order to
3 ~ ~ evade the License Agreement, Netflix repeatedly challenged Relativity's ability to
4 ~ theatrically release its films, including representing to third persons there were doubts as
5 to Relativity's ability to finance their release. Netflix continued this course of conduct
6 for at least 18 months. Ultimately, Netflix asserted that it had the right to start streaming
7 Relativity's films before their theatrical release.
8

12.

Under this new interpretation, no theaters would show Relativity films

9 and since there would be no theatrical revenue to base the Netflix payments, Netflix
10 would have received all of Relativity's films for free, as opposed to the potential $600
11

million per annum Netflix was contractually obligated to pay. This misrepresentation of

12 the License Agreement caused investors to question Relativity's ability to make money
13 and caused Relativity to stop making films and cease all fund raising efforts.
14

13.

Netflix's contention contradicted its own representations that the opposite

15 ~ was the crux of the License Agreement as well as its very own business model in which
16 it would wait to stream movies until after their theatrical releases. It further belied the
17 $12 million payment Netflix paid Relativity in 2013 to ensure each film would be
18 released on a minimum number oftheatrical screens before payment would be obligated
19 under the rate card.
14.

20

Netflix's design has been clear. Unsuccessful in removing the obligations

21 ofthe License Agreement through renegotiation, it would do the next best thing: destroy
22 Relativity completely by putting it out of business. Netflix has endeavored to do so by
23 undertaking an aggressive smear campaign against Relativity, making false and
24 misleading statements regarding its rights to certain Relativity-licensed films. Netflix
25 was well aware that its statements—that it was entitled to stream Relativity-licensed
26 films before they were theatrically released—would destroy Relativity. Theater chains
27 have made it publicly known they will not exhibit films that have already been, or will
28 simultaneously be released on platforms like Netflix. Furthermore, as the only form of
697897.4

COMPLAINT

 1 payment from Netflix to Relativity was based on a rate card (i.e. a payment amount was
2 specifically tied to the prior theatrical performance of a film), Netflix would receive the
3 films for free if their films were streamed before a theatrical release. Relativity would
4 thus have no means of making money on its films and no investor would invest.
5 Netflix's false assertions quickly found their way to virtually every press outlet, investor,
6 and analyst, so as to interfere with and undermine Relativity's capital raising efforts,
7 disrupt Relativity's relationships with investors, lenders, advertisers, and other strategic
8 partners, and drive Relativity out of business.
9

15.

Netflix's bad faith scheme has resulted in damages in excess of $1.5

10 billion.
11 II.

JURISDICTION AND VENUE

12

16.

Jurisdiction and venue are proper in this Court pursuant to a mandatory

13 forum selection clause in the License Agreement, which provides that "[t]he Parties
14 irrevocably consent and submit to the exclusive jurisdiction and venue of the Federal and
15 State Courts located in Santa Clara County, California for purposes of any proceeding
16 arising out of or relating to this Agreement." (Ex. A,§10.1.)
17

17.

Jurisdiction and venue also are proper in this Court because Netflix

18 resides and has its principal place of business in this county. (See California Code of
19 Civil Procedure Sections 395 and 395.5.)
20 III.

THE PARTIES

21

18.

Plaintiff Relativity is a California limited liability corporation with its

22 principal place of business in Beverly Hills, California. Relativity is the successor-in23 interest to Relativity Media, LLC, a Delaware limited liability corporation with its
24 principal place of business in Beverly Hills, California. Relativity is a studio and
25 diversified global media company spanning an integrated mix of content production,
26 exploitation, and services businesses. Relativity and its parent and affiliated entities
27 primarily produce and distribute major studio-level films.
28

19.
697897.4

Defendant Netflix is a Delaware corporation with its principal place of
-5COMPLAINT

 business in Los Gatos, California. Netflix is a subscription entertainment service,
2 providing consumers with access to motion pictures, television shows, and other
3 entertainment products in a variety of formats, including over a streaming computer
4 network.
5 II IV.

FACTUAL BACKGROUND

6

A.

Relativity And Netflix Execute A Binding License Agreement

7

20.

As of June 1, 2010, Relativity and Netflix entered into the License

8 Agreement, as thereafter amended. The License Agreement gives Netflix the right, upon
9 specified terms and conditions, to exclusively stream certain films produced by
10 Relativity. (See Ex. A.)
11

21.

Relativity and Netflix entered into this agreement at a time when no other

12 studio would work with Netflix or offer it the type of deal Relativity was offering.
13

22.

Section 5.6 ofthe License Agreement provides that Netflix "shall,

14 promptly ...enter into all agreements reasonably requested by Relativity" or any
15 pertinent lender that are "customarily entered into in connection with comparable credit
16 facilities" and do not result in any additional material obligations on Netflix under the
17 License Agreement. (Ex. A, §5.6.)
Netflix shall, promptly upon the request of Relativity, enter into all agreements
reasonably requested by Relativity or any financial institution or other party (each
a "Lender") which extends or is willing to extend credit to Relativity against the
License Fees payable to Relativity hereunder but in no event shall Netflix be
required to enter into such agreements that cover unpaid License Fees for more
than twenty five (25) Titles at any one time hereunder; provided such agreements
are of a nature which are customarily entered into in connection with comparable
credit facilities and shall not result in any additional material obligations on
Netflix's part or otherwise adjust any term or provision of this Agreement other
than the waiver, for the benefit of any such Lender, of any and all defenses (other
than delivery of the Title Source Material in accordance with the terms, including
delivery and timing provisions, hereof,if any, that Netflix maybe entitled to
assert against, or any and all rights, if any, which Netflix may have to offset
against or otherwise withhold from amounts due and owing to Relativity
hereunder. Netflix acknowledges that this provision and Netflix's
performance of its obligations under this Section 5.6 is essential to Relativity
and its willingness to enter into this Agreement.
(Id.)(emphasis added.)

18
19
20
21
22
23
24
25
26
27
28
697897.4

COMPLAINT

 1

23.

Pursuant to the express terms of the License Agreement and as required

2 thereby, Netflix and Relativity, among other parties, executed routine and customary
3 separate notices of assignment("NOAs")for each ofthe various films to be licensed to
4 Netflix. Each ofthese NOAs was executed for the benefit ofthe financial institution,
5 guaranteeing that any credit the financial institution extended to Relativity would be
6 repaid. This is because the NOAs secured Netflix's payment obligations under the
7 License Agreement to Relativity based on a "rate card." The rate card specified the set
8 amount Netflix would pay Relativity based on box office performance during a certain
9 window ranging from $3.7 million to $20 million.
10
11

24.

In essence, the License Agreement obligated Netflix to sign NOAs that

guaranteed Netflix would pay Relativity a minimum of $3.7 million. The financial

12 institution was in turn guaranteed a minimum $3.7 million in collateral for any credit it
13 extended to Relativity. Without the NOA,no financial institution would agree to lend
14 Relativity any sum of money since there was no collateral to guarantee it. Since the $3.7
15 million was a minimum amount Netflix would be obligated to pay Relativity under the
16 rate card, and the rate card was based on box office performance, it was clear that Netflix
17 could only stream a film after its theatrical release, otherwise the contract would make no
18 sense. Indeed, if Netflix was,in fact, allowed to stream films prior to their theatrical
19 releases, Netflix would be getting filmsforfree since the only payment from Netflix was
20 based on box office performance and without a theatrical release Netflix would not be
21 required to pay Relativity any fees.2
25.

22

Under the License Agreement, there was no requirement for the number

23 of screens on which a film would need to be released to be paid a fee under the rate card.
24

Z Notably, after the License Agreement had been negotiated, Ted Sarandos, the Chief
25 Content Officer of Netflix, contacted Mr. Kavanaugh to inform him that even though the
deal was to be immediately signed, an accounting issue had arisen. Specifically, Ernst &
26 Young had determined that the License Agreement created a $2 billion disclosable
contingent liability for Netflix since Netflix could potentially be required to pay under
27 the License Agreement $20 million per film for a total of $2 billion dollars. Mr.
unnecessary.
28 Sarandos ultimately decided the disclosure was
697897.4

-7-

COMPLAINT

 1

Netflix eventually approached Relativity about amending the License Agreement,

2 demanding that there be a requirement for release on at least 1,000 screens for each film.
3 In 2013, Relativity and Netflix agreed to amend the License Agreement pursuant to
4 which Relativity's films would need to be released on at least 400 screens and third party
5 films on at least 600 screens. In exchange, Netflix agreed to pay Relativity $12 million,
6 further validating that the crux of the License Agreement was that films would be
7 theatrically released before they were streamed by Netflix.
8

26.

On July 9, 2014, Relativity, Netflix, CIT Bank, N.A., as agent for the post

9 production lenders ("CIT"), and UniFi Guaranty Insurance Solutions, Inc., as the
10 completion guarantor ("UniFi") entered into an NOA for the film now known as
11 "Masterminds"(Ex. B,the "Masterminds NOA"). On September 4, 2014, the same
12 parties entered into an NOA for the film entitled "Disappointments Room"(Ex. C,the
13 "Disappointments Room NOA" and, together with the Masterminds NOA,the "Subject
14 Films NOAs"). Paragraph D ofthe recitals under the Subject Films NOAs generally
15 provides that Netflix is obligated to pay specific sums to CIT once certain conditions
16 precedent are met, and provides that Netflix may distribute the films after payment, but
17 only approximately one year post-theatrical release ofthe subject film by Relativity.
18 (See Exs. B, C.)
19j

B.

20

Netflix's Plot To Escape The License Agreement
And Revolutionize The Industry

21

27.

Netflix was zealous to evade its obligations with Relativity, and indeed

22 sought to disavow the deal it struck with Relativity. In fact, Netflix hated the very film
23 release model on which the License Agreement was premised.
24

28.

In 2014, after Netflix had released various Relativity films, had signed

25 similar contracts with other studios, and had experienced market capital growth, Netflix
26 sought greater profit at the expense oftheaters, producers, and content providers like
27 Relativity, by forcing the adoption of a new model~ne in which films would be
28 released simultaneously in theaters and on home-viewing platforms. Notably, this
697897.4

i

COMPLAINT

 1 ~ ~ prophesied model is neither the model that is currently used in the industry, the model
2 ~ ~ upon which the License Agreement is based, nor the model from which Netflix was born
3 ~ ~ or grew (in which films are streamed after their theatrical release).
4

29.

Mr. Sarandos publicly denounced the model to which Netflix had agreed

5 ~ ~ in the License Agreement, declaring that Netflix would no longer bid on single-market
6 output deals, like the deal it has with Relativity. Such exclusive distribution models, like
7 the License Agreement with Relativity, were a thing ofthe past and would not get in the
8 way of Netflix's plans for greater profit.
9

C.

10

Netflix Seeks To Evade Its Contractual Obligations Under The
License Agreement

11

30.

On April 8, 2016, in accordance with the terms of the License Agreement

12 and consistent with the revised release dates for the films, Relativity and its lenders
13 requested that Netflix execute routine, customary amendments to the Subject Films
14 NOAs("Amended Subject Films NOAs")to extend the outside date for delivery of the
15 films for the benefit ofthe bank, after the revised theatrical releases ofthe films. In
16 direct violation of its obligations under Section 5.6 ofthe License Agreement, Netflix
17 refused to execute the Amended Subject Films NOAs. Netflix's refusal came after
18 Relativity Secured Lender, LLC had funded a new $35 million loan to Relativity,
19. partially secured by the theatrical and other revenues from the films. Netflix did so
20 despite the fact that Netflix had previously, without exception, entered into amended
21 NOAs at Relativity's request to accommodate revised release dates or delivery or similar
22 dates with respect to other films.
31.

23

Netflix instead asserted that it had the right to start streaming the films in

24 June 2016, before theatrical release. This position is directly belied by and contrary to
25 the express terms of the License Agreement, the parties' course of dealing under the
26 License Agreement, and undisputed industry custom and practice. Permitting Netflix to
27 stream the films before they are released theatrically would destroy the value ofthe films
28 and Relativity.
697897.4

-9COMPLAINT

 1

32.

If Netflix had a right to stream films before their theatrical release, it

2 would guarantee Netflix would pay Relativity zero dollars in fees under the rate card
3 since those fees were based on each film's box office performance, and there would no
4 longer be a prior theatrical release on which to base payment. It would further guarantee
5 that Relativity would not even have a theatrical release because theaters refuse to exhibit
6 films that are already or simultaneously on Netflix. Finally, it would mean Relativity
7 could not start production on any new film because, without any payment from Netflix,
8 financial institutions would no longer have any collateral for any credit lines it extended
9 to Relativity, Netflix would be receiving the films for free, and Relativity would have no
10 way of making money on its films.
11

33.

In short, Netflix's ill-conceived mission to escape its License Agreement

12 obligations would decimate the economic value ofthe films. It is therefore unsurprising
13 that Netflix's business model is not and never has been to stream films prior to their
14 theatrical release.
15

D.

16

The License Agreement Does Not Permit the Streaming of Films
Prior to Their Theatrical Release

34.

17

Netflix's new position in which films may be streamed before their

18 theatrical release is completely contrary to the parties' License Agreement, prior course
19 of dealing, and the industry standard and practice. In the past, Netflix operated under the
20 spirit and letter of the License Agreement, which obligated Netflix to execute amended
21 NOAs for the films to adjust the streaming dates to accommodate the films' revised
22 theatrical release dates. The License Agreement expressly requires Netflix to "promptly"
23 enter into such customary agreements. (Ex. A, §5.6.) Indeed, amending the streaming
24 dates in the Subject Films NOAs falls squarely within the customary agreements
25 contemplated by Section 5.6 ofthe License Agreement.
35.

26

Netflix's refusal to execute the customary Amended Subject Films NOAs

27 not only violated the License Agreement, but its own course of performance under that
28 agreement. Perhaps most important, it is inconsistent with Netflix's core business
697897.4

-1 ~-

COMPLAINT

 1 Practice of streaming films only after their theatrical release. For example, Netflix
2 ~ ~ entered into an amended NOA on March 13, 2012,for the film Immortals, in a similar
3 ~ ~ manner to the amendments at issue here. See Ex. D (the "Immortals Date Extension
4 ~ ~ Amendment"). Among other changes, Paragraph D ofthe Recitals was modified to
5 ~~ change the Minimum Guaranteed Payment and change the Outside Date from March 1,
6 ~ 2012 to July 4, 2012, to accommodate a revised, November 11, 2011 theatrical release
7 date. The Immortals Date Extension Amendment had only one operative provision,
8 changing the Recital D, and was signed by the agent for that film's senior secured lender,
9 the borrower Relativity entity, the completion guarantor, and Netflix. In addition,
10 various other NOAs have been amended in the past to adjust delivery dates as a result of
11 changed theatrical release dates.
12

36.

In refusing to execute amended NOAs, Netflix sought to ensure Relativity

13 would never be paid a dime for Netflix's streaming offilms since fees were based on the
14 rate card, which was based on box office performance. Without a theatrical release, no
15~ fees would need to ever be paid to Relativity for any film. Under Netflix's revisionist
16 version ofthe License Agreement, Relativity would be producing films for Netflix to
17 stream for free.
18

E.

Netflix's Bad Faith Efforts To Frustrate Relativity's Receipt Of Its

19

Contractual Benefits And Interfere With Its Third-Party

20

Relationships Have Inflicted Substantial Harm On Relativity

21

37.

Compounding its breach of the License Agreement, Netflix undertook an

22 aggressive smear campaign with one goal: to drive Relativity out of business. Through
23 Netflix's dominant position in the industry, it endeavored to interfere with and
24 undermine Relativity's capital raising efforts, disrupt Relativity's relationships with
25 investors, lenders, advertisers, and other strategic partners, and destroy the value ofthe
26 licensed films.
27

38.

First, Netflix irreparably interfered with Relativity's ability to do business

28 with other members ofthe industry. Specifically, Netflix asserted, in bad faith in
697897.4

-11COMPLAINT

 1 ~ ~ numerous public statements, that it has the right to stream and would stream the films
2 ~ ~ prior to their theatrical releases. In so doing, Netflix deliberately interfered with
3 ~ ~ Relativity's ability to ensure the films' theatrical releases according to its business
4 model, and in turn, deliberately frustrated Relativity's ability to reap the benefits ofthe
5 License Agreement. This is particularly because Relativity's ability to attract investors
6 and credit lines from financial institutions was dependent on the fact Relativity was
7 guaranteed from Netflix a minimum payment of $3.7 million and maximum payment of
8 $20 million based on a film's box office performance and furthermore that Relativity's
9 films would make money. Indeed, prior to its attempt to skirt its contractual obligations,
10 Netflix's payments under the rate card were between $100 million and $300 million per
11 release year, a known substantial piece of Relativity's business. With the false
12 assurances from Netflix that it had the right to stream Relativity films before their
13 theatrical release, financial institutions were no longer guaranteed collateral for lines of
14 credit and investors could no longer anticipate a successful film would receive a
15 maximum profit of $20 million in fees under the rate card. In addition, Netflix's
16 assertion it could stream films pre-theatrical release took nearly all revenues from a film,
17 as theaters refused to show it and Netflix would not pay Relativity any fees. From the
18 perspective of investors and financial institutions, according to Netflix, the License
19 Agreement was worthless, including any Relativity films.
39.

20

Due to Netflix's public statements made for over 18 months that it has a

21 right to stream Relativity's content prior to their theatrical releases, industry players
22 refused to do business with Relativity until the dispute with Netflix was resolved.
23 Netflix's actions have likewise caused certain candidates likely to participate in
24 Relativity's capital raising effort to adopt await-and-see approach. This is particularly
25 because Relativity had promoted the value of its joint business with Netflix and its value
26 to Relativity for years. Netflix took these actions aware they would stop investors from
27 investing with Relativity and knowing that Relativity was already in and pursuing new
28 economic relationships with various investors, lenders, advertisers, and other strategic
697897.4

-12COMPLAINT

 1

partners, with the intent to disrupt these relationships. It was indeed Netflix's intent that

2 during the 18 month period that Netflix spread its misinterpretation of the License
3 Agreement to the press and industry, Relativity would be unable to raise capital and
4 would go out of business. Netflix, in fact, publicly stated Relativity's business model
5 was not viable. These actions have thereby caused Relativity severe reputational injury.
6

40.

Netflix's strategy has been successful; Relativity has been forced to be put

7 up for sale. In October 2016, Relativity began fielding offers.
8

FIRST CAUSE OF ACTION

9

(Breach of Contract)

10
11

41.

Relativity realleges and incorporates by reference paragraphs 1 through 40

as though set forth here in full.

12

42.

The License Agreement is a valid and enforceable written contract

13 between Relativity and Netflix.
14

43.

Relativity has or will have, when time for performance is due, performed

15 all conditions, covenants and promises required to be performed by it under the License
16 Agreement.
44.

17

Section 5.6 of the License Agreement requires Netflix to enter into "all

18 agreements reasonably requested by Relativity" or any pertinent lender that are
19 "customarily entered into in connection with comparable credit facilities" and do not
20 result in any additional material obligations on Netflix under the License Agreement.
21
22

45.

In breach of its contractual obligations, Netflix has refused to execute the

23 Amended Subject Films NOAs, which are routine, reasonable and customary agreements
24 required by the License Agreement and necessary to the implementation of Relativity's
25 court-approved chapter 11 plan of reorganization.
26

SECOND CAUSE OF ACTION

27

(Breach of the Implied Covenant of Good Faith and Fair Dealing)

28

46.
697897.4

Relativity realleges and incorporates by reference paragraphs 1 through 45
-13COMPLAINT

 1

as though set forth here in full.

2

47.

Every contract contains an implied covenant of good faith and fair

3 ~ dealing. The implied covenant of good faith and fair dealing requires the parties to a
4 contract to deal with each other in good faith and not act in a manner designed to deprive
5 a party of known or expected benefits of a contract. The obligations of the covenant
6 extend beyond the formation of the contract and include its performance and
7 enforcement.
8

48.

The License Agreement contains an implied covenant of good faith and

9 fair dealing, which requires Netflix to deal with Relativity in good faith and to not act in
10 a manner designed to deprive Relativity of known or expected benefits ofthat contract.
11

49.

By its above described conduct, Netflix has unfairly and in bad faith acted

12 to deprive Relativity ofthe known and expected benefits ofthe License Agreement.
13

50.

As a direct and proximate result of Netflix's breaches, Relativity has

14 suffered and continues to suffer substantial damages in an amount to be proven at trial.
15

THIRD CAUSE OF ACTION

16

(Trade Libel)
51.

17

Relativity realleges and incorporates by reference paragraphs 1 through 50

18 as though set forth here in full.
52.

19

Netflix, as described above, has without justification or privilege

20 published to third persons statements disparaging Relativity, its ability to theatrically
21 release the films, and its ability to implement its court-approved plan of reorganization.
22 Relativity's actual and prospective investors and advertisers understood these statements
23 to be statements of alleged fact concerning Relativity, its services, and business.
24

53.

For example, Netflix told various press outlets it was not contractually

25 obligated to make payments on Relativity films. It represented to publications,
26 producers, and talent agencies, including Ari Emanuel at William Morris Endeavor, that
27 it would not do business with Relativity and/or that Relativity had breached its contract.
28 It further represented to press outlets, producers, actors, and agencies that Relativity's
697897.4

-14COMPLAINT

 1

business model was flawed. Netflix has similarly interfered with Relativity's

2 negotiations and potential investors.
3

54.

Upon information and belief, when Netflix caused such statements to be

4 published, it knew ar should have known that such statements were false, or had a
5 reckless disregard for whether these statements were false.
6

55.

Netflix's misconduct damaged Relativity's current and prospective

7 business relationships with its investors, lenders, advertisers, and other strategic partners
8 and deprived Relativity ofthe benefits it expected to receive from its reputation and
9 relationships. Netflix's wrongful acts caused pecuniary damage to Relativity's existing
10 and prospective business relationships and revenues.
11

56.

Netflix's misconduct in causing such injuries and damage to Relativity

12 was intentional, willful, malicious, and oppressive in that it was specifically and
13 intentionally undertaken to injure Relativity financially. As such, Relativity is entitled to
14 an award of punitive damages against Netflix in an amount to be established according to
15 proof at the time of trial.
16 ///
17 ///
18 ///
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69~s9~.a

-15COMPLAINT

 1

PRAYER FOR RELIEF

2

WHEREFORE, Relativity prays that this Court enter an order:

3

L

Awarding Relativity compensatory damages in an amount to be proven at

5

2.

Awarding Relativity its costs and disbursements;

6

3.

Awarding Relativity interest on such damages;

7

4.

Awarding Relativity punitive damages in an amount to be proven at trial;

8

5.

Awarding Relativity attorneys' fees pursuant to Section 10.1 of the

4 trial;

9 License Agreement; and
10
11

6.

Granting Relativity such other and further relief as the Court deems just

and proper.

12
13 DATED: October 17, 2016
14
15

BROWNE GEORGE ROSS LLP
Eric M. George
Keith J. Wesley
Christopher M. Kolkey
. ~

16
`~`
Eric M. George
Attorneys for Plaintiff
RML Distribution Domestic, LLC
By

17
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21
22
23
24
25
26
27
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697897.4

-16-

COMPLAINT

 EXHIBIT A

LICENSE AGREEMENT FOR INTERNET TRANSMISSION
This License Agreement for Internet Transmission ("Agreement") is entered into as of thi s 1st
day of June, 2010 (the "Effecti ve Date") by and between Netfli x, Inc., a Delaware corporation
with its principal place of business at l 00 Winchester Circle, Los Gatos, CA 95032 ("Netflix")
and Relativity Media, LLC, a California limited liability company, with its principal place of
business at 8899 Beverly Blvd. , Suite 510, West Hollywood, CA 90048 ("Relativity") (Netflix
and Relativity are collectively refen-ed to as the "Parties").
Recitals
Netflix is a subscription entetiainment service providing consumers with access to motion
pictures, television and other entertainment products in a variety of formats.
Relativity is in the business of developing, financing, producing and/or licensing to third parties
the rights to exhibit and distribute certain Content, as defined below.
Netflix and Relativity desire to enter into a relationship whereby Relativity will grant Nctflix a
license to, among other things, exhibit and transmit such Content in accordance with the tenns
and conditions set forth below.
Agreement
In consideration of the mutual promises contained herein and such other good and valuable
consideration, the Parties agree as follows:
1.

Definitions. All capitalized tenns not otherwise defined herein shall have the meaning
set forth on Schedule A attached hereto.

2.

Grant of Licenses; Netflix Rights.
2. 1.

Titles License. Subject to the terms of this Agreement, including, without
limitation, payment of each installment of the License Fee when due, Relati vity
shall grant to Netflix during the Tenn the exclusive right and license to exhibit
and transmit the Titles (and associated Title Source Material) in their original
language only in the Included Formats on an SVOD basis within the Ten-itory
by means of Internet Transmission via the Netflix Service to NEDs during such
Titles' applicable Availability Periods.

2.2.

Marketing and Promotion by Netflix. Subject to the terms of this Agreement,
including, without limitation, payment of each installment of the License Fee
when due, Relativity shall grant to Netfli x during the Tenn a non-exclusive
tight and license to market and promote the Titles and their availability through
the Netflix Service by means of the exhibition and distribution of Ad/Pub
Source Material. With respect to each Title, Netflix shall not have the right to
promote such Title to consumers any earlier than thirty (30) calendar days prior
to the first Stati Date for such Title, between Availability Periods for such Title

Execution Version

 (except for during the thirty (30) calendar day period immediately prior to the
second Stait Date for such Title, when N etflix may promote such Title solely
on the Netflix Service itself) or after the second End Date for such Title (the
pe1iod of time dming which Netflix may promote a Title, the "Promotion
Period"); provided, however, that (i) Netflix shall not place any marketing for,
or promote the Titles and their availability through the Netflix Service, with the
intent to target users and potential users outside of the Territory, (ii) any such
marketing or promotion shall comply with Relativity's applicable contractual
and/or guild restrictions, as such restrictions are communicated to Netflix in
writing prior to or upon delivery of the relevant Source Material, and (iii) in the
event it becomes Netflix ' s standard marketing practice to include relevant
licensor logos in such marketing and promotion, or Netflix provides logo credit
to any major studio (and/or any such studio ' s associated major television
network) licensor in Netflix 's standard marketing or promotion of such entity's
content then-available via Internet Transmission through the Netflix Service,
Netflix shall accord to Relativity logo credit on all similar marketing and
promotion created by Netflix in which a Title is featured.
2.3.

License to Relativity Marks. Netflix shall not, without Relativity's prior
written approval, use any Relativity Mark separate and apart from the display
of such Mark contained within the Content. To the extent Netflix wishes to use
a Relativity Mark in any other manner, and subject to Relativity's prior
approval in each instance, Relativity grants to Netflix during the Tenn a nonexclusive right and license to copy, display, use and perform such Relativity
Mark in any advertising, promotional and marketing material for purposes of
marketing and promoting the Titles and their availability through the Netflix
Service. Relativity shall use reasonable eff01ts to respond within five (5)
business days to requests from Netflix for such approval and, if and when
Relativity approves a specific use or exploitation of a Relativity Mark, such
approval shall be deemed given, unless Relativity indicates otherwise, for all
subsequent such uses or exploitations of such Relativity Mark. All uses of the
Relati vity Marks by Netflix shall inure to the benefit of Relativity and/or its
Iicensors.

2.4.

Promotional Samples. Subject to the tenns of this Agreement, including,
without limitation, payment of each installment of the License Fee when due,
Relativity shall grant to Netflix, with respect to each Title, during the
Promotion Period for such Title a non-exclusive right and license to exhibit
and transmit, by means of Internet Transmission, subject to guild restrictions,
as such restlictions are communicated to N etflix in writing prior to or upon
delivery of the relevant Source Materials, no more than three (3) minutes of
each Title (collectively, "Promotional Samples") for purposes of marketing and
promoting the Titles and their availability through the Netflix Service. Netflix
need not encrypt Promotional Samples or any Ad/Pub Source Material.

2.5.

Transmission and Distribution. Subject to the tenns of this Agreement,
including, without limitation, payment of each installment of the License Fee

2

Execution Version

 when due, Relativity shall grant to Netflix during the Tenn a non-exclusive
right and license to copy, compress, uncompress, encode, encrypt, decode,
decrypt, display, use, cache and store the Content and Relativity Marks as
necessary to (a) exhibit and transmit the same through the Netflix Service and
(b) otherwise effectuate the rights granted to N etflix under this Section 2.
2.6.

3.

No Sublicensing. The license granted in Section 2.1 does not include the right
to sublicense the Titles; provided, however, that Netflix may offer the Netflix
Service as a whole through a third party service provider (including without
limitation a NED or Application), including where consumers must make
payment to such third party service provider to access the Netflix Service
(whether such payment is for an additional charge in order to access the Netflix
Service and/or for the relevant subscription fee for the Netflix Service itself)
and such offerings shall not constitute sub licensing in violation of this Section
2.6. By way of example only, Netflix may offer the Netflix Service through
the Microsoft Xbox , wherein access to the Netflix Service and/or playback of
Titles through such NED requires the payment of a fee to Microsoft
Corporation and/or payment of the relevant Netflix Service subscription fee to
Microsoft Corporation.

Netflix Obligations.
3.1.

No Modifications. Subject to Section 2.4, Netflix shall not (nor authorize
others to) cut, edit or otherwise alter the Titles or the Source Material, except
as necessary to fonnat and configure such material for the purpose of enabling
the exhibition and distribution of same via Internet Transmission; provided,
however, that such formatting and configuring shall , in all cases, be done in
such a manner as to comply with Relativity's applicable contractual and/or
guild restrictions, as such restrictions are communicated to Nettlix in w1iting
prior to or upon delivery of the relevant Source Material.

3.2.

No Commercial Interruption. Netflix shall not insert or incorporate, nor
authorize any other party to inse1i or incorporate, any audio-visual , graphical,
text or other forms of advertising into any Title, Promotional Sample or trailer,
such that the playback of such materials is interrupted by advertising or
otherwise.

3.3.

ORM and Physical Security. Netflix shall, at all times during the Tenn, protect
the Titles and Title Source Material with digital 1ights management,
geofiltering technology, and physical security systems no less protective than
the then-industry standard for the digital disttibution, on a "streaming" or
"progressive download" basis, of first-run, theatrically-released motion
pictures in the Tenitory, and that such digital 1ights management, geofiltering
technology and physical security systems shall be as protective as those
provided by Netflix to any other major studio that licenses first-run,
theatrically-released motion pictures to Nettlix for distribution via the Netflix
Service.

3

Exec ution Version

 4.

3.4.

Mailer Impressions. During the Output Tenn, Netflix shall provide Relativity
with ten (10) million advertising impressions on Netflix Service DVD and/or
Blu-ray mailing envelopes per Year. Such envelopes shall be used to promote
the theatrical release of Titles and shall run at time(s) mutually agreed-to by the
Paiiies. Relativity shall select which Titles will be subject to such promotions
and all creative aspects of such promotions shall be subject to the mutual
approval of Relativity and Netflix, provided that such promotions shall contain
a Relativity Mark displayed no less prominently than the Netflix mark, if any.
Relativity shall be afforded an opportunity to meaningfully consult with
Netflix concerning all other aspects of such promotions in advance, including,
without limitation, the number of impressions per promoted Title.

3.5.

Reporting. Netflix shall provide to Relativity, within thi1iy (30) calendar days
after the end of each calendar month, a written report detailing the aggregate
number of unique Subscriber viewers for each Title then-available through the
Netflix Service via Internet Transmission. Netflix shall not disadvantage
Relativity with respect to reporting by providing to any major studio (and/or
any such studio ' s associated major television network) licensor during the
Output Tenn materially greater or more relevant reporting information than
that provided to Relativity. Additionally, Netflix shall provide Relativity, at
least once per calendar quarter during the Tenn , with an infonnal business
review, which review may include data and discussion regarding the
performance of Titles (and other content) which is available on the Netflix
Service and NED categories (categ01ized by device category) and
demographics of Subscribers accessing or viewing Titles during such quaiier,
if available and not subject to confidentiality restrictions and/or privacy
obligations.

Relativity Obligations; Rights.
4.1.

Titles Provided by Relativity.
4.1.1. Relativity shall designate for license to Netflix in accordance with Section

4.4.3, and Netflix shall accept, all pursuant to the tenns of this Agreement,
no fewer than (subject to Section 9.2) the applicable minimum number of
Titles and no more than the applicable maximum number of Titles whose
initial theatrical release date occurred in each calendar year of the Output
Tenn (each "Year"), as set forth below:
CALENDAR YEAR

MINIMUM TITLES

MAXIMUM TITLES

2010

1

5

2011

7

25

2012

8

25

4

Execution Version

     

   

  

    

   

  

    

  

  

    

  

  

  
 

  

  

    


 

  

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ċ

     
 
          

 4.4.

Availability.
4.4.1. Availability Periods. Each Title licensed to Netflix hereunder shall have
two (2) Availability Periods, the first of which shall be deemed the Pay I
Window and the second of which shall be deemed the Pay 2 Window.
Notwithstanding the foregoing, the first Availability Period for each Title
shall be eighteen (18) consecutive months and the second Availability
Pe1iod shall be twelve (12) consecutive months.
4.4.2. Start Dates. Each Title licensed to Netflix hereunder shall have two (2)
Start Dates. The first Start Date for each Title shall be the date no later
than the earlier of (a) one-hundred-twenty (120) calendar days after the
earlier of (i) release of such Title for home video use (e.g., on optical
media such as DVD and/or Blu-ray discs) within the Territory or (ii) the
date of first Non-Premium VOD exploitation of such Title or (b) twelve
calendar months after such Title's initial theatrical release in the Territory.
The second Start Date shall be detennined by Relativity in its di scretion
but shall in no event be later than the sixth (61h) anniversary of such Title's
first End Date (i.e., the End Date associated with such Title's first
Availability Period).
4.4.3. Notices. Relativity shall provide Netfli x with written notice (either
separately or combined) of the following: the designation of a Title as one
being licensed to Netflix hereunder; such Title's first Start Date; its
Domestic Box Office and DBO Calculation; and whether Relativity elects
to designate such Title as a Base Rate Title (if pennitted pursuant to
Section 5.1) (i) as soon as practicable, but in no event later than one
hundred twenty (120) calendar days prior to the first Start Date, or (ii)
such other date otherwise agreed to in writing (including by email) by the
Parties.

4.5.

Copy Protection. Relativity shall have the right to embed industry-standard
copy protection coding in any of the Content furnished to Netflix hereunder,
e.g. , watermarks; provided, however, that Relativity may not embed any copy
protection coding that, in Netflix's reasonable judgment, requires special
treatment or handling by Netflix unless identical copy protection coding is
embedded in any other content then made available on the Netflix Service.
Netflix acknowledges and agrees that it shall not intentionally remove or ship
out any such watennark prior to transmission of Content; provided that if
Relativity notifies Netflix that any such watennark is removed from Titles
transmitted by Netflix hereunder, the parties shall work together in good faith
to try to resolve or otherwise identify the cause of such removal.

4.6.

Withdrawal of Title if Subject to Third Party Claim. Upon thirty (30) calendar
days' written notice to Netflix, Relativity may withdraw any Title if Relativity
reasonably believes that Netflix's continued transmission or other exploitation
of such Ti tle may subject Relativity and/or Netflix to material legal liability (as

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 detennined by Relativity in its reasonable judgment), at which time all licenses
granted hereunder with respect to such Title shall automatically tenninate and
all rights granted to Netflix thereby shall revert to Relativity (in each case,
without further action on the part of any party). Relativity expressly
acknowledges and agrees that its withdrawal iights under this Section 4.5 are
limited, and that it shall not use such rights with the intention to materially
frustrate the purpose or effect of the iights granted to Netflix hereunder to use
and distribute the Content. With respect to any Title for which the licenses
granted pursuant to this Agreement are te1minated pursuant to this Section 4.5,
Relativity shall give Netflix a pro-rata refund for a po1iion of the aggregate
License Fees paid by Netflix for such Title as of the effective date of such
tennination. Such amount shall be pro-rated in the manner set forth in the
second-to-last sentence of Section 9.3, and shall be due and payable to Netflix
no later than thirty (30) calendar days after the effective date of such
te1mination.
5.

License Fees.
5.1.

License Fees. Subject to the tenns of this Agreement, Netflix shall , for each
Title licensed to it hereunder, pay Relativity a flat fee equal to the relevant
DBO Calculation (as to each Title, a " License Fee"). The DBO Calculation for
each Title shall be calculated based upon the table set forth in Schedule D
attached hereto.
By way of example only, if the Domestic Box Office for Example Title A is
Three Million United States Dollars (US$3,000,000.00), then the DBO
Calculation would be calculated as follows: Seven Hundred Eighty Seven
Thousand Five Hundred United States Dollars (US$787,500.00) for the first One
Million United States Dollars (US$ l ,OOO,OOO.OO) of such Title's DBO, plus Seven
Hundred Eighty Eight Thousand United States Dollars (US$788,000.00) for the
next One Million United States Dollars (US$ J ,OOO,OOO.OO) of DBO, plus Seven
Hundred Twenty Five Thousand United States Dollars (US$725,000.00) for the
next One Million United States Dollars (US$1,000,000.00) of 080, resulting in a
DBO Calculation of Two Million Three Hundred Thousand Five Hundred United
States Dollars (US$2,300,500). Accordingly, the License Fee for Example Title
A would be Two Million Three Hundred Thousand Five Hundred United States
Dollars (US$2,300,500).
Notwithstanding the foregoing, Relativity may designate up to five (5) Titles
(each, a " Base Rate Title") at any given time during the Output Te1m for which
Netflix shall be obligated to pay Relativity a minimum License Fee of Three
Million Seven Hundred Thousand United States Dollars (US$3 ,700,000.00) (the
"Base Rate") iITespective of the otherwise applicable DBO Calculation therefor;
provided that, if any Base Rate Title has a DBO of Five Million United States
Dollars ($5,000,000.00) or more, then such Title shall automatically no longer be
deemed a Base Rate Title hereunder (except as provided in Section 5.4 below)
and the License Fee for such Title shall be based on the DBO Calculation

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 therefor. If any Base Rate Title has a DBO of less than Five Million United
States Dollars (US$5 ,000,000.00), Netflix shall receive a credit equal to the
difference between the Base Rate and the otherwise applicable DBO Calculation
of the License Fee for such Base Rate Title. Relativity may at any time, but in
any event shall no later than thirty (30) calendar days after the end of the Year in
which such Base Rate payment was made for a Base Rate Title, refund to Netflix
or permit Netflix to credit against any License Fee(s) due and payable by Netflix
p1ior to the last day of such thirty (30) calendar day period other than in
connection with another Base Rate Title, as elected at Relativity's discretion,
equal to such credit. ln detennining the number of Base Rate Title slots available
to Relativity at any time dming the output Tenn (which may not exceed five (5) at
any given time), a Base Rate Title slot assigned by Relativity to a particular Title
shall become available again to Relativity in the event that such Base Rate Title
(x) has a DBO of Five Million United States Dollars (US$5 ,000,000.00) or more,
or (y) has a DBO of less than Five Million United States Dollars
(US$5,000,000.00) but for which Netflix has received or recouped (or a
combination of both) an amount equal to the credit for such Base Rate Title. If
Relativity fails to "true up" Netflix in accordance with the foregoing, in addition
to any and all remedies available to Netflix hereunder, Relativity shall thereafter
have no further right to designate Titles as Base Rate Titles hereunder, it being
acknowledged and agreed, however, that Netflix shall remain obligated to pay the
Base Rate for any Title previously designated as a Base Rate Title hereunder.
5.2.

Reduced License Fee For Certain Genres. For Titles that are foreign language,
black and white and/or documentaries only, the License Fee shall be a flat fee
equal to 65% of the relevant DBO Calculation.

5.3 .

Increase for Title With Greater Than $200M DBO. Notwithstanding anything
to the contrary in Section 5.1 or Schedule D, in the event that a Title licensed
to Netflix hereunder has a Domestic Box Office of greater than Two Hundred
Million United States Dollars (US$200,000,000), the License Fee for such
Title shall be Twenty Million United States Dollars (US$20,000,000);
provided, however, that the foregoing increase shall be applicable to only one
(1) of every twelve (12) consecutive Titles licensed and delivered to Netflix
hereunder. By means of example only, if, in the first batch of twelve (12)
Titles licensed and delivered to Netflix hereunder, the second and the fifth Title
each have a DBO of greater than Two Hundred Million United States Dollars
(US$200,000,000), only the License Fee for the second Title would be Twenty
Million United States Dollars (US$20,000,000), while the License Fee for the
fifth Title would be calculated in accordance with Section 5.1 and Schedule D.

5.4.

Payment Details. Each License Fee for any Title that has not been designated a
Base Rate Title at any time shall be paid as follows: fifty percent (50%) of the
License Fee shall be due and payable on a Title' s initial Start Date and the
remaining fifty percent (50%) shall be due and payable two hundred and
seventy (270) calendar days from such Start Date. For any Title that has been
designated as a Base Rate Title at any time, the License Fee shall be paid as

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 follows: (a) on such Base Rate Title's initial Start Date, the greater of (i) one
hundred percent (100%) of the Base Rate or (ii) fifty (50%) of the License Fee,
and (b) on two hundred and seventy (270) calendar days from such Start Date,
any remaining outstanding portion of the License Fee due and payable to
Relativity. All amounts cited in this Agreement are in, and all payments due
under this Agreement shall be made in, United States Dollars. Any amounts
not paid when due shall bear interest at a rate of the lesser of twelve percent
12% per annum or the highest lawful rate from the date when due until the date
of payment.

6.

5.5.

Taxes. The amounts to be paid by either party under this Agreement shall not
include Taxes, and all Taxes shall be the financial responsibility of the party
obligated to pay such taxes as determined by applicable law. The Parties
acknowledge and agree that to the extent that Titles may be considered to be
purchased by Netflix from Relativity, such purchase is solely for the purpose of
resale to subscribers, and no Tax shall be collected by Relativity from Netflix.
Within a reasonable time period following the Effective Date, Netflix shall
provide Relativity with a resale certificate or other similar evidence of such
exemption. Except as expressly set out herein, each party shall, as set fo1th in
m ore detail in Section 7.5, indemnify the other for failure to pay any Taxes
payable by such party pmsuant to this Section and/or applicable law.

5.6.

Documentation Required of Lender to Relativity. Netflix shall, promptly upon
the request of Relativity, enter into all agreements reasonabl y requested by
Relativity or any financial institution or other party (each a "Lender") which
extends or is willing to extend credit to Relati vity against the License Fees
payable to Relativity hereunder but in no event shall Netflix be required to
enter into such agreements that cover unpaid License Fees for more than
twenty five (25) Titles at any one time hereunder; provided such agreements
are of a nature which are customarily entered into in connection with
comparable credit facilities and shall not result in any additional material
obligations on Netflix 's part or otherwise adjust any tenn or provision of this
Agreement other than the waiver, for the benefit of any such Lender, of any
and all defenses (other than delivery of the Title Source Material in accordance
with the terms, including delivery and timing provisions, hereof), if any, that
Netflix may be entitled to assert against, or any and all rights, if any, which
Netflix may have to offset against or otherwise withhold from amounts due and
owing to Relativity hereunder. Netflix acknowledges that this provision and
Netflix 's perfonnance of its obligations under this Section 5.6 is essential to
Relativity and its willingness to enter into this Agreement.

Delivery.
6. 1.

Source Material. For each Title licensed to Netflix hereunder, Relati vity shall
create and deliver to Netflix, at Relativity's sole expense, all categories of
Source Material no later than thirty (30) calendar days prior to the applicable
Start Date, or such other date otherwise agreed to in writing (including by

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Execution Version

 email) by the Parties. Simultaneously with each such delivery, Relativity shall
provide Netflix with accurate music cue sheets for such Title which list, for
each musical composition or sound recording in such Title, the relevant
Perfonning Rights Organization. Source Material shall be loaned to Netflix for
the purpose of encoding and title to the Source Material shall at all times
remain in Relativity.
6.2.

Specifications. All Title Source Material shall be provided to Netflix in and
the Included Formats in accordance with the specifications set forth in
Schedule B (to be confirmed in good faith) (or such other specifications to be
agreed-to by the parties when relevant, e.g., for "3D"). Source Material, as
delivered by Relativity, shall be free of any audio-visual , graphical, text or
other forms of advertising, including without limitation any sponsorship
messages, bumpers or "bugs." For the avoidance of doubt, the foregoing shall
not apply to any credits/logos appearing in or immediately preceding the main
or end credits of any Title or any product placement embodied within any
Content provided that such materials were included in such Title' s theatrical
release.

6.3.

Acceptance. Upon Netflix ' s receipt of the Title Source Material for a Title,
Netflix shall have fifteen (15) business days in which to send Relativity written
notice of its acceptance ("Notice of Acceptance") or rejection ("Notice of
Rejection") of the Title Source Material for that Title, such acceptance or
rejection to be based solely upon such material' s compliance with the
specifications set forth in Section 6.2 and Schedule B. In the event that Netflix
di splays or transmits files created from Title Source Material on or from the
Netflix Service prior to issuing a Notice of Acceptance or a Notice of
Rejection, or fails to provide a Notice of Acceptance or a Notice of Rejection
within such fifteen (15) business day period, then such Title Source Material
shall automatically be deemed accepted by Netflix. The issuance or deemed
issuance by Netflix of a Notice of Acceptance shall make operative the license
by Relativity of such Title to Netflix pursuant to this Agreement.

6.4.

Rejection. Upon Relativity's receipt of a valid Notice of Rejection, if any,
Relativity, shall, no later than fifteen (15) calendar days following receipt of
such notice, replace the defective Title Source Material at its sole expense.
Such replacement Title Source Material shall be subject to satisfying the same
specifications for the original materials and be subject to review and
acceptance by Netflix. In the event that Relativity fails to deliver acceptable
replacement Title Source Material to N etflix, such Title shall not count towards
Relativity's Title minimums pursuant to Section 4.1.1 and Netflix shall not
owe any License Fee for such Title. Provided Relativity is in compliance with
the timing requirements for re-submission of replacement Title Source
Materials set forth in this Section 6.4, Relativity' s failure to timely deliver
initial Title Source Materials that meet specifications shall not constitute a
breach of this Agreement and shall only extend the Start Date (and,
accordingly, the End Date) applicable to such Title by the number of days such

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 Title was delivered after the date it was originally required to be delivered
pursuant to Section 6.1. Notwithstanding the foregoing, the parties will
negotiate in good faith with the completion guarantor with respect to the
effectuation of delivery hereunder consistent with customary industry
practices.
7.

Representations and Warranties; Indemnification; Limitation on Liability.
7 .1.

Netflix. Netflix represents, watTants and covenants that:
7. 1.1. it has the full tight, power, legal capacity and authority to enter into and
full y perfonn its obligations under this Agreement;

7.1.2. 7. 1.2 it shall maintain all rights granted to it by Relativity pursuant to
thi s Agreement or otherwise free and clear of all liens, claims and
encumbrances whi ch might adversely affect any of Relativity's rights
hereunder; and

7.1 .3. it shall abide by all of Relativity's applil:able wntradual and/ur guild
restrictions (provided such restrictions are provided to Netflix in
compliance with Section 2.2) and, when transmitting or otherwise
exploiting Source Mate1ial , shall reflect all credits as delivered in such
Source Material to Netfli x, including Relativity' s credit (provided such
credits are provided to Netflix in compliance with Section 6).
7.2.

Relativity. Relativity (on its behalf and on behalf of its Affiliates) represents,
warrants and covenants that:
7.2.1. it has the full right, power, legal capacity and authority to enter into and
fully perfonn its obligations under this Agreement and to grant to Netflix
the licensed granted therein;
7.2.2. there are no liens, claims, encumbrances, legal proceedings, or agreements
with respect to Relativity or the Content that interferes with Netflix's
exhibition and distribution thereof in accordance with this Agreement;
7.2.3. it either has and shall maintain sole and exclusive authority to license,
exhibit, distribute or otherwise exploit each Title in the Territory to third
parties for exhibition and distribution on a Pay TV and an SVOD basis
prior to, during, or between such Title's Pay Television Windows and/or
Availability Periods hereunder, or, if it does not have such sole and
exclusive authority, it has and shall not license or authorize any third party
to license, exhibit, distribute or otherwise exploit a Title available to
consumers on a Pay TV and an SVOD basis in the Territory prior to,
during, or between such Title' s Pay Television Windows and/or
Availability Periods hereunder (provided, however, that Relativity' s
obligations with respect to ceasing a violation of the foregoing m
connection with a particular Title shall be as set forth in Section 4.2);

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 7.2.4. it has not nor shall it (nor shall it license or authorize a third party to)
license, exhibit, disttibute or otherwise exploit any Title in the Territory
on a Pay TV or PVOD basis prior to, during, or between such Title' s Pay
Television Windows and/or Availability Periods hereunder (provided,
however, that Relativity's obligations with respect to ceasing a violation
of the foregoing in connection with a particular Title shall be as set forth
in Section 4.2);
7.2.5. it has not, nor shall it (nor shall it license or authorize a third party to)
license, exhibit, disttibute or otherwise exploit any Title in the TeTTitory
on a Free TV or an Ad Supported EST service prior to or during such
Title' s Pay 1 Window and/or dming such Title's Pay 2 Window (provided,
however, that Relativity's obligations with respect to ceasing a violation
of the foregoing in connection with a particular Title shall be as set forth
in Section 4.2);
7.2.6. it has and shall maintain during the Tenn all rights, titles, authorizations,
consents and interests necessary to grant Netflix the licenses granted in
this Agreement (solely excluding any rights, titles, autho1izations,
consents and interests needed from Public Performance Organizations as a
result of Netflix ' s exhibition and transmission of the Content); and
7.2.7. as between Relativity and Netflix, Relativity has satisfied and shall satisfy
during the Tenn all third party obligations of any kind (solely excluding
any obligations due to Public Perfonnance Organizations as a result of
Netflix's exhibition and distribution of the Content) with respect to the
Content, its production, and its exhibition and transmission by Netflix in
accordance with this Agreement, including without limitation all royalties
or other payments owing to any other Content owners, distributors, and/or
guild or collective bargaining entities, and Netflix shall have no obligation
for any such past, current or future royalties or payments.
7.3 .

Public Performance Rights . Relativity represents and warrants that the Public
Perfonnance Rights in the musical composition and sound recordings
contained in the Content are either: (a) controlled by the Performing Rights
Organizations, (b) in the public domain, or (c) are controlled by Relativity or
an Affiliate and not available for licensing through the Performing Rights
Organizations (and for which no additional clearance of, or payment with
respect to, such Public Performance Rights shall be required by Nettlix for the
exercise of the rights in and to the Titles granted by Relativity to Netflix
hereunder). In the event that music referenced in (a) above is included in
Content, as between Netflix and Relativity, Netflix shall, at its sole cost and
expense, be responsible for obtaining, if and to the extent required, a license
from the Performing Rights Organizations above to publicly perform such
music.

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 7.4.

Disclaimer. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND
WARRANTIES SET FORTH IN SECTION 7.1, SECTION 7.2 AND
SECTION 7.3, ALL INFORMATION, PRODUCTS AND SERVICES
PROVIDED BY A PARTY TO THE OTHER UNDER THIS AGREEMENT,
INCLUDING, WITHOUT LIMITATION, ALL CONTENT, THE
RELATIVITY MARKS AND THE NETFLIX SERVICE (INCLUDING
WITHOUT LIMITATION ANY TECHNOLOGY USED BY OR INCLUDED
THEREIN, AND ANY APPLICATIONS) ARE PROVIDED "AS IS" AND
"AS AVAILABLE," WITHOUT REPRESENTATION OR WARRANTY OF
ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, INCLUDING, WITHOUT LIMITATION , THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.

7.5.

Indemnification.
7.5.1. By Netflix. Netflix shall defend, indemnify and hold harmless Relativity,
its Affiliates and their respective directors, officers, and employees from
and against any and all losses, damages, claims, liability or expenses
(including reasonable outside attorneys' fees and costs) actually incurred
as a result of any third party claim (collectively, a "Claim") to the extent
arising out of (a) any breach or alleged breach of the representations and
warranties made in Section 7 .1 or covenants made hereunder, (b) any
claim that the Netflix Service or any advertising or promotional material
created by Netflix in connection with any of the Titles (expressly
excluding any Content) infringes the rights of any third party, violates any
applicabl e law, rule or regulation, or that any such marketing or promotion
material constitutes an endorsement of any service or product (other than
whatever indirect endorsement of Netflix is implied by its transmitting the
Titles), (c) any failure by Netflix make payments, if and as required, to the
Perfonning Rights Organizations, as described in Section 7.3, and (d) any
failure by Netflix to pay any income or other Taxes required to be paid by
Netflix to any governmental entity on monies earned by Netflix hereunder
or as a result ofNetflix's performance of its obligations hereunder.
7.5.2. By Relativity. Relativity shall defend, indemnify and hold hannless
Netflix, its directors, officers, and employees from and against any Claim
to the extent arising out of (a) any breach or alleged breach of the
representations, warranties made in Section 7.2 or Section 7.3 or
covenants made hereunder (b) any claim that Netfli x's exhibition and
transmission of the Relativity Marks and/or Content in accordance with
this Agreement violates or infringes any rights of any third party,
including without limitation any third party intellectual prope11y rights,
contract rights, moral rights, music synchroni zation rights, rights of
publicity, and rights of privacy, or defames or constitutes unfair
competition against such third party (provided, however, that
notwithstanding anything to the contrary, Relativity is not indemnifying
1

13

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 Netflix from and against any such Claims or claims to the extent arising or
related to the use of any music contained in any Content for advertising
and promotional purposes other than the "in context" use of any music
contained in Ad/Pub Source Material supplied by Relativity), (c) any
claim that the Content, Relativity Marks and/or Netflix's exhibition,
distribution and/or other exploitation of same in accordance with this
Agreement violates any applicable law, rule or regulation, and (d) any
failure by Relativity to pay any income or other Taxes required to be paid
by Relativity to any governmental entity on monies earned by Relativity
hereunder or as a result of Relativity's perfonnance of its obligations
hereunder.
A party seeking indemnification
7.5 .3 . Indemnification Procedure.
("Indemnified Party") shall promptly notify the other party
("Indemnifying Party") in writing of any Claim of which it becomes
aware. The Indemnifying Pat1y shall control the defense, settlement,
adjustment or compromise of any such Claim; provided, however, that the
Indemnifying Party may not settle any Claim on behalf of the Indemnified
Party (other than a compromise or settlement involving solely the payment
of money and no admission of liability) without first obtaining the
Indemnified Party' s written authorization. The Indemnified Pm1y may
employ its own counsel at its own expense, and, at the Indemnifying
Party's reasonable request and expense, shall cooperate and assist the
Indemnifying Party with respect to the negotiation, defense or settlement
of any such Claim, but shall have no right or authority to settle any such
Claim on behalf of the Indemnifying Party without first obtaining the
Indemnifying Party's written authorization. In the event of a settlement of
any such Claim, each party agrees that the tenns of the settlement shall
constitute Confidential Infonnation pursuant to Section 8.
7.6.

Limitation
of
Liability.
EXCEPT
FOR
EACH
PARTY'S
INDEMNIFICATION OBLIGATIONS AS SET FORTH IN SECTION 7.5
OR ANY DAMAGES RESULTING FROM (A) ANY BREACH OF A
PARTY 'S CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION
.8. AND/OR (B) THE INTENTIONAL MISCONDUCT OR GROSS
NEGLIGENCE OF EITHER PARTY OR ITS PERSONNEL, IN NO EVENT
SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY
INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL
DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR
LOSS OF BUSINESS PROFITS) ARISING OUT OF OR RELATED TO
THIS AGREEMENT, REGARDLESS OF THE FORM OF THE ACTION
AND EVEN IF A REPRESENTATIVE OF THE PARTY ALLEGEDLY
LIABLE WAS ADVISED, HAD REASON TO KNOW, OR IN FACT KNEW
OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS
SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY.

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Execution Version

 8.

9.

Confidentiality.
8.1.

Confidential Information. Each party acknowledges and agrees that all
business and technical infonnation provided to it by the other party pursuant to
this Agreement constitutes confidential and/or proprietary infonnation of the
other party ("Confidential Information"). Confidential Infom1ation shall
include all oral, written or recorded confidential and/or prop1ietary information
about or related to the disclosing party or its business including, without
limitation, the tem1s and conditions of this Agreement, and any financial,
technical, strategic or marketing plans disclosed by either party to the other
party, whether or not such information or materials are marked as
"confidential" or "proprietary." Notwithstanding the foregoing, Confidential
Information does not include infonnation that (a) is or becomes publicly
available without breach of this Agreement, (b) can be shown by
documentation to have been known to the receiving party prior to its receipt
from the disclosing party, (c) is rightfully received from a third party who did
not acquire or disclose such information by a wrongful or tortious act or (d)
can be shown by documentation to have been developed by the receiving party
without use of or reference to any Confidential lnfonnation of the disclosing
party.

8.2.

Use of Confidential Information.
Neither party shall use the other's
Confidential Information for its own use or for any purpose other than as
necessary to perfonn or enforce its rights and/or obligations under this
Agreement, or disclose such info1mation to any third party (except for
attorneys and potential and existing investors, lenders or financiers who have a
need to know such information) , provided that such patties are bound to a
confidentiality agreement that contains confidentiality obligations and nondisclosure restrictions that are at least as protective as those contained in this
Section 8). Relativity may also disclose the License Fee, Start Date(s) and End
Date(s) for a Title to relevant third paity income participants In addition, each
party is entitled to disclose the tenns and conditions of this Agreement as
required by Jaw or by court order, including applicable securities law, provided
that such party notifies the other party of the required disclosure promptly so
that such other party may seek a protective order or other appropriate remedy.
Each party shall take all reasonable measures to protect the secrecy of and
avoid disclosure of Confidential Info1mation, which measures shall be no less
than reasonable care and shall include all of those measures that the receiving
patty uses to protect its own Confidential Information. This Section 8 shall
survive expiration or earlier termination of this Agreement.

Termination; Remedies.
9 .1.

General. Either party may tenninate this Agreement:
9.1.1. in the event of a material uncured breach or default by the other party of
any of its obligations under this Agreement; provided, however, that

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Execution Version

 notice is provided to the other party in writing and such breach or default
is not cured within thirty (30) calendar days following the date such notice
is deemed given; or
9.1.2. in the event that the other party (a) institutes or otherwise becomes a party,
voluntarily or involuntarily, to a proceeding alleging or pertaining to the
insolvency or bankruptcy of that party; (b) is dissolved or liquidated; ( c)
makes an assignment of its material assets for the benefit of creditors;
and/or (d) initiates or is subject to reorganization proceedings. This
Agreement shall be terminable on the date written notice is deemed given
to such party.
9.2.

Circumvention ; Netflix Remedy. If Relativity fails to license to Netflix in
accordance with the tenns of this Agreement in all material respects the
minimum number of Titles specified in Section 4.1.1 for each Year of the
Output Tenn, Netflix ' s sole remedy shall be a penalty payment of Five Million
United States Dollars (US$5,000,000) for each Title below the minimum
number of Titles required (e.g., if in 2012, which has a minimum Title
requirement of eight (8), Relativity licenses only five (5) Titles to Netflix,
Relativity shall pay Netflix Fifteen Million United States Dollars
(US$15 ,000,000.00)). Any such payment shall be due and payable no later
than thirty (30) calendar days after the last day of the relevant Year.
Notwithstanding the foregoing, if the aggregate number of feature films
financed, produced and/or distributed, in whole or in part, by Relativity or any
Affiliate during any Year (specifically excluding for this purpose any movies
co-financed by Relativity through a multiple picture equity co-finance
arrangement of not less than five (5) feature films) is, despite Relativity's good
faith efforts, insufficient to meet the minimum Title requirements for such
Year, Netflix shall not be entitled to the foregoing penalty payment(s) or any
other damages for such Year. Further, Netflix shall not be entitled to the
foregoing penalty payment(s) or any other damages for any feature film not
licensed to Netflix hereunder, but for which Relativity can reasonably
document that it entered into a distribution agreement with a theatJical
distribution entity in which Relativity licensed to such entity all Television,
Theatrical and home video (i.e., physical medium, including DVD and/or Bluray) distJibution rights in the Tenitory for such feature film. Relativity shall
provide to Netflix, upon Netflix's request, an affidavit by an authorized officer
of Relativity indicating such license has been granted. In the event all or
substantially of the equity securities or assets of Relativity (or its parent) is
acquired by a third party and Relativity ceases to exist as a business entity
operating separate from the company so acquiring it, the obligation to make
available to Netflix a minimum number of Titles each Year of the Output Term
shall be of no further force or effect and Relativity shall thereafter be no longer
liable for any penalty payments for not meeting the minimum title requirement
speci fied in this Agreement; provided, that, for the avoidance of doubt, any
Title that has been designated under this Agreement for license to Netflix and
the initial Start Date has not yet occurred and those Titles previously licensed

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Execution Version

 to Netflix hereunder shall remain subject to the terms of this Agreement for
license. Furthermore, for the avoidance of doubt, any such third pai1y acquirer
of Relativity has no obligation to continue operating Relativity as a separate
business entity.

10.

9.3.

Effect of Ten11ination or Expiration. Upon tennination or expiration of this
Agreement, (a) the licenses granted hereunder shall tenninate, (b) Netflix shall
discontinue the exhibition and distribution of Content and (c) within thi11y (30)
calendar days following the effective date of termination or expiration Netflix
shall destroy all copies of Content and Confidential Infonnation of Relativity
in Netflix's possession or control and (ii) Relativity shall destroy all reporting
provided by Netflix pursuant to Section 3.5 hereunder. In the event that this
Agreement is tenninated by Relativity as a result of a mate1ial, uncured breach
or default by Netflix, within thirty (30) calendar days of such tennination or
expiration, Netflix shall, notwithstanding the payment provisions of Section
5.4, pay to Relativity the unpaid balance, if any, of all License Fees for Titles
delivered to and accepted by (or deemed accepted by) Netflix pursuant to
Section 6 as of the effective date of such tennination . Nothing herein shall be
construed to release either party from any obligation which matured prior to
the effective date of such tennination or expiration (or which may continue
beyond such termination or expiration) or to relieve the defaulting party from
any and all liabilities at law or in equity to the other for breach of this
Agreement. Further, in the event that this Agreement is tenninated by Netflix
as a result of a material , uncured breach or default by Relativity, Relativity
shall give Netflix a pro-rata refund for a portion of the aggregate License Fees
paid by N etflix for Titles as of the effective date of such termination calculated
on a "straight-line" basis within each Availability Period, based upon the
portion of the Availability Period(s) for such Titles that have expired prior to
such tennination, or according to the most favorable practices (from
Relativity's standpoint) then used by Netflix. Netflix shall notify Relativity of
any change to its practices upon the occurrence of such change. The amount to
be refunded to Netflix pursuant to the preceding sentence shall be due and
payable no later than thirty (30) calendar days after the effective date of such
tennination.

9.4.

Survival. Those rights and obligations which by their very nature are intended
to survive tennination or expiration of this Agreement shall survive, including,
without limitation, Sections 1, 7.4, 7.5, 7.6, 8, 9, and l.Q, collectively.

General Provisions.
10. 1.

Governing Law: Dispute Resolution. This Agreement and all disputes, claims,
actions, suits or other proceedings arising out of same shall be governed by and
construed and enforced in accordance with the laws of the State of California
(United States of America) applicable to contracts wholly made and to be
performed within the State of California, without regard to its rules on conflict
of laws or any other rules that would result in the application of a different

17

Execution Version

 body of law. The Pat1ies irrevocably consent and submit to the exclusive
jurisdiction and venue of the Federal and State Courts located in Santa Clara
County, California for purposes of any proceeding arising out of or relating to
this Agreement.
10.2.

Attorneys' Fees. The prevailing party in any litigation or other proceeding
arising out of or relating to this Agreement shall be entitled to collect from the
non-prevailing party its reasonable costs and expenses, including without
limitation reasonable outside attorneys ' fees.

10.3.

Costs and Expenses. All costs and expenses incmTed by a pat1y in fulfilling its
obligations set forth in this Agreement shall be borne entirely b y the party
incurring such costs and expenses.

10.4.

No Liability For Third Party Conduct. Notwithstanding anything to the
contrary in this Agreement, Netflix shall not be responsible for any acts or
omissions of, or resulting from a consumer's use of, a NED, and/or any third
party software (including any Application). The foregoing shall in no way
limit Netflix ' s security obligations pursuant to Section 3.3 . Netflix shall
promptly notify Relativity of any acts or omissions of the type described in this
Section 10.4 of which it becomes aware and shall use commercially reasonable
efforts to promptly enjoin or otherwise cause any such acts to cease or to
correct such omissions.

10.5.

Third Party Contractors. Relativity agrees that, in order for Netflix to operate
and maintain the Netflix Service or otherwise host, serve, exhibit and transmit
Content as contemplated herein, Netflix may use the communications, hosting,
data processing and/or fulfillment services of third parties; provided, however,
that an act or omission by such a third party which, if perfonned by Netflix,
would constitute a material breach or default of this Agreement by Netflix shall
be deemed a material breach or default of this Agreement by Netfl ix.

10.6.

Publicity.

10.6.1. The Parties shall disseminate a joint press release, in a fonn materially
si milar to the draft release attached hereto at Schedule E, announcing this
Agreement and the availability of the Titles through the Netflix Service.
The release date of such announcement shall be mutually agreed to by the
Parties.
10.6.2. Except as required by law, including applicable secmities laws, neither
pai1y shall issue any public announcement (a) prior to the release of the
press release, regarding the existence of this Agreement or (b) at any time,
regarding tenns or conditions of this Agreement, without the prior written
consent of the other pat1y, which consent shall not be unreasonably
withheld, conditioned or delayed.

18

Execution Version

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 10.15. Counterparts. This Agreement may be executed in two or more counterparts,
each of which will be deemed to be an 01iginal copy of this Agreement and all
of which together shall constitute one and the same Agreement.
10.16. Entire Agreement. This Agreement supersedes all prior or contemporaneous
negotiations and agreements (whether oral or written) between the Parties with
respect to the subject matter thereof and constitutes, along with its Schedules, a
complete and exclusive statement of the tenns and conditions of the Agreement
between the Paiiies with respect to such subject matter. This Agreement may
not be amended or modified except by the written agreement of both Pmiies.
The language of this Agreement is English, and any translations shall have no
effect and shall not be binding.

21

Execution Version

 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly
authorized representatives as of the date first written above.
RELATIVITY MEDIA, LLC

NETFLIX, INC.

_ _ __

Name: ed Sarandos
Title: Chief Content Officer

Signature Page
Execution Vers ion

 Schedule A
Definitions
"3 D" shall mean the content format in which images have three-dimensional fonn or appearance.
"Ad Supported" shall mean the delivery and/or exhibiti on of a motion picture, television show or
other entertainment product by means of over the air signals, cable, satellite or any other
electronic or non-tangible means (whether analog or digital, or via the Internet or any other
electronic or non-tangible medium now known or hereafter devised) where the consumer is
generally required to view or is otherwise exposed to commercial messages or interruptions
(display or interstitial). and may also be charged a recurring, transactional or any other fee. The
difference between Ad Supported and Free TV is the requirement of commercial interruptions.
"Ad Supported EST" shall mean the delivery and/or exhibition of a motion picture, television
show or other entertainment product where the timing and/or selection of same is not predetennined, but rather is at the consumer's discretion, and for which, and the right to
permanently retain or have access to same, the consumer is charged a transactional fee and is
generally required to view or is otherwise exposed to commercial messages or intetTUptions
(display or interstitial).
"Affiliate" shall mean any business entity in which Relativity directly or indirectly owns or
controls the shares of stock having ordinary voting power to elect a majority of the board of
directors (or appoint other comparable managers) or otherwise possesses the power to direct the
affairs of the entity.
"Applications" shall mean applications created by Netflix or third party developers using
Application Programming Interfaces (commonly known as APls) released by Netflix, which
applications may enable consumers to, for example, access a website associated with the Netflix
Service; add or remove a movie from a Netflix "queue"; or playback, via Internet Transmission,
a trailer, Promotional Sample or Title.
"Availability Notice" shall have the meaning set forth in Section 4.3.3.
"Availability Period(s)" shall mean, with respect to each Title, the period(s) of time during which
such Title may be exhibited and transmitted through the Netflix Service, which period(s) shall
commence on the applicable Start Date(s) and end on the applicable End Date(s).
" Base Rate Title" shall have the meaning set forth in Section 5.1.
"Claim" shall have the meaning set forth in Section 7.5 .1.
"Confidential lnfonnation" shall have the meaning set forth in Section 8.1.
"Content" shall mean the Titles, Source Material and Promotional Samples, collectively.

Schedule A
Execution Vers ion

 "DBO" or "Domestic Box Office" shall mean the domestic (United States and Canada) theatrical
box office perfonnance of a Title, as reported in "Daily Variety" or by EDI as of the date such
Title's is first commercially released in the Territory for home video use (i.e., on optical media
such as DVD and/or Blu-ray discs) or for Non-Premium VOD, whichever is earlier.
"End Date" shall mean, for each Title, 11 :59 pm Pacific Standard Time on the date on which
such Title's relevant Availability Period expires.
"EST" shall mean the delivery and/or exhibition of a motion picture, television show or other
ente1tainment product, solely on a non-Ad Supported basis, where the timing and/or selection of
same is not pre-detennined, but rather is at the consumer's discretion, and for which, and the
right to permanently retain or have access to same, the consumer is charged a transactional fee.
"Free TV" shall mean the delivery and/or exhibition of a motion picture, television show or other
entertainment product by means of over the air signals, cable, satellite or any other electronic or
non-tangible means (whether analog or digital, or via the Internet or any other electronic or nontangible medium now known or hereafter devised) where the consumer may be charged a
recurring, transactional or any other fee and is required to view or is otherwise exposed to
commercial inte1TUptions. The difference between Ad Supported and Free TV is the requirement
of commercial interruptions.
"High Definition" shall mean a scanning line structure greater than DVD quality (greater than
720x480 NTSC or 720x576 PAL).
" Included Fonnats" shall mean, collectively, standard definition, High Definition, what is
commonly referred to in the film industry as "3D," and any other fonnat in which a Title is
theatrically released in the Tenitory and/or otherwise authorized by Relativity to be made
available to consumers during the Tenn.
"Internet Transmission" shall mean the transmission of data using Internet Protocol (commonly
known as "IP") and any similar or successor protocols, means, methods, processes or
technologies now or hereafter devised, including without limitation through use of client
software contained on a Blu-ray disc or other optical media.
"Indemnified Pmty" shall have the meaning set forth in Section 7.5.3.
"Indemnifying Party" shall have the meaning set forth in Section 7.5.3.
"License Fees" shall have the meaning set forth in Section 5.1.
"Netflix-Enabled Device" or "NED" shall mean any device that is capable of receiving data via
Internet Transmission, including without limitation: (a) a desktop or laptop computer, (b) an
Internet-enabled television set, ( c) an Internet-enabled set top box, including without limitation a
box with an integrated personal digital video recorder and/or a general web browser, ( d) an
Internet-enabled DVD and/or Blu-ray player, (e) an Internet-enabled game console, (t) a portable
device, including without limitation a mobile or "smart" phone, and (g) any device that supports
a web browser.

Schedule A

Executio n Version

 "Netflix Service" shall mean the non-Ad Supported service operated by Netflix that provides
Subscribers with access to and interaction with motion pictures, television and other
entertainment products in a variety of formats (including without limitation High Definition)
through such means as Internet Transmission, including through Applications, and/or delivery of
optical discs (e.g., DVD and Blu-ray discs).
"Non-Premium VOD" shall mean a VOD transaction with a retail price equivalent to or less than
the then-current commonly charged VOD transaction rate, which as of the Effective Date is
between US$3 .99 and US$6.99 for new releases.
"Non-Theatrical" shall mean the exhibition of a motion picture, television show or other
entertainment product to audiences in educational and/or institutional facilities, including
museums, film societies, libraries, governmental agencies, business, religious and civic
organizations, U.S. military bases, nursing homes, retirement centers, hospitals, hotels, motels,
prisons, forestry camps and other similar locations, and on all forms of common canier
transportation, including airlines, ships, trains and buses, for which admission fee may be
charged.
"Notice of Acceptance" shall have the meaning set forth in Section 6.3.
"Notice of Rejection" shall have the meaning set forth in Section 6.3.
" Output Tenn" shall mean the period commencing on the Effective Date and ending on
December 31, 2018.
" Packaged Video-on-Demand" or "PVOD" shall mean the delivery and/or exhibition of a
bundled group of five (5) or more motion pictures, television or other entertainment products,
where the timing and/or selection of same is not pre-detennined, but rather is at the consumer's
discretion, where the consumer might be required to view the content over a limited period of
time, and for which the consumer is charged a fee directly related to the package or bundle.
" Pay Per View" shall mean the delivery and/or exhibiti on of a motion picture, televi sion show or
other entertainment product, where the timing and/or selection of same is pre-detennined, and
not at the consumer's discretion, where the consumer might be required to view the content over
a limited period of time, and for which the consumer is charged a transactional fee.
"Pay TV" shall mean the delivery and/or exhibition of a motion picture, television show or other
entertainment product by means of over the air signals, cable, satellite or any other electronic or
non-tangible means (whether analog or digital, or via the Internet or any other electronic or nontangible medium now known or hereafter devised) where the consumer is charged a recurring fee
and/or periodic access charge for a specified level of programming (whether such level includes
a "basic" tier of programming services or channels or also includes a "premium" tier of
programming services or channels), regardless of whether such exhibition is on a regularly
scheduled basis or made available to the viewer on an on demand basis at the consumer's
discretion. Pay TV shall expressly exclude Pay Per View, VOD, Ad Supported EST, Free TV
and EST.
"Pay Television Windows" shall mean the Pay I Window and the Pay 2 Window .
Schedule A

Execution Version

 "Perfonning Rights Organizations" shall mean ASCAP, BMI, SESAC and any other applicable
perfonning rights organizations within the Territory.
"Promotional Period" shall have the meaning set forth in Section 2.2.
"Promotional Samples" shall have the meaning set forth in Section 2.4.
"Public Performance Rights" shall mean all third party public performance rights and licenses
associated with the sound recordings and musical compositions embodied in the Content and
required for the proper performance thereof through the Netflix Service, if any, and which inure
or may inure to the benefit of the Perfonning Rights Organizations or any other third party.
"Relativity Marks" are set forth on Schedule C attached hereto.
"Source Material" shall mean, collectively, the source files for the Titles (the "Title Source
Material") and associated promotional material , such as trailers, artwork, clips, stills, text data
and metadata (collectively, the "Ad/Pub Source Material").
"Start Date(s)" shall mean, for each Title, 12:01 am Pacific Standard Time on the date on which
such Title' s relevant Availability Period begins.
"Subscriber" shall mean any person who has been authorized by Netflix to receive a subscription
to the Netflix Service, including without limitation a free-trial , gift or other promotional
subscription (which, solely in the case of a free trial , shall be for a limited time period of not
more than thirty (30) calendar days).
" Subsc1iption Video-On-Demand" or "SVOD" shall mean the delivery and/or exhibition of
motion pictures, television and/or other entertainment products on a commercially uninterrupted
basis, where the consumer is charged a recurring fee and/or periodic access charge for the
service. For the avoidance of doubt, any delivery and/or exhibition of motion pictures, television
and other ente1iainment products which requires a consumer solely to pay a "per-title," "perexhibition" or "per-transmission" fee shall not be deemed "Subsc1iption Video-On-Demand."
"Taxes" shall mean all federal, state, local, foreign and other net income, gross income, gross
receipts, sales, use, ad valorem, transfer, franchise, profits, withholding, payroll, excise, stamp,
real or personal property, customs, duties or other taxes, fees, assessments or charges, including
any related penalties and interest, imposed by any federal, territorial, state, local, or foreign
government or any agency or political subdivision of any such government.
"Television" shall mean Ad Supported, Free TV, Pay TV and SVOD, collectively.
"Term" shall mean the period commencing on the Effective Date and ending on the expiration
date of the last Availability Period to expire hereunder.
"Territory" shall mean the United States (including without limitation the fifty (50) States, the
District of Columbia) and the following territories, commonwealths and possessions thereof:
Puerto Rico, N01ihem Mariana Islands, Guam, American Samoa, Baker Island, Howland Island,
Jarvis Island, Kingman Reef, Midway Islands, Navassa Island, Palau, Palmyra Atoll , U.S . Virgin
Schedule A

Execution Vers ion

 Islands, Wake Island, Johnston Atoll and U.S. military bases in any of the foregoing or any
foreign country.
"Theatrical" shall mean the exhibition of a motion picture, television show or other
ente1iainment product or program (regardless of the means of delivery) in conventional, drive in
or special fo1mat (e.g., iMax) theaters that are open to the general public and for which an
admission fee is charged.
"Titles" shall mean any and all (subject to Section 4. 1.1) first run, theatrically released feature
films that are financed, produced, and/or distiibuted, in whole or in part, by Relativity or an
Affiliate and for which Relativity (or an Affiliate) controls, in whole or in paii, the Pay TV and
SVOD rights in the Territory and whose first theatrical release in the Territory occurs during the
Output Term and which are designated by Rel ativity for license to Netflix hereunder.
"Video-On-Demand'' or " VOD" shall mean the delivery and exhibition of a motion picture,
television show or other ente1iainment product, where the timing and/or selection of same is not
scheduled, but rather is at the consumer's discretion, where the consumer might be required to
view the content over a limited period of time, and for which the consumer is charged a
transactional foe equivalent to or more than the then-currently commonly charged YOO
transaction rate, which as of the Effective Date is between US$3.99 and US$6.99 for new
releases.
"Year" shall have the meaning set forth in Section 4.1.1.

Schedule A

Execution Version

 Schedule B
Source Material Requirements and Specifications
Feature Source Requirements and Specifications

Table of Contents
1
2

l.

1

5

§.

1

Introduction .......... ........... ....... ..... ....... ..... ......... ... ............. .. ..... .. ....... ............ ........... .. 29
Require1nents ....... ...... ..... ...... ...... ...... ...... ....... .. ..... ........... .. ...... ....... ............ ...... .... .. .. 29
U
P1imary Digital Assets ........ ..... ............................................... .......................... 29
2..J.j_
Digital Video Prerequisites ................ ................ ........ ....... .................. ..... ... 30
2.1.2
Digital Audio Prerequisites ... ..... ........ ... ........ ............ .. ............. .... ....... ..... ... 30
P1imary Digital Asset Specifications ............... .......................... ............................... 31
li
MPEG-2 Specifications ............. .................................................... ...... ............ . 3 1
Di High Definition - MPEG-2 (80 Mbps) ......... ....... ........ ............................... 31
3. 1.2
Standard Definition - MPEG-2 (50 Mbps) ... .. ..... ....... ....... ....... ..... ...... ...... . 31
3.2
Apple ProRes Specifications .............. .................. ...... ..................... ..... ............. 32
3.2. 1
High Definition - Apple ProRes 422 HQ .................. ............... .................. 32
Standard Definition - Apple ProRes 422 HQ ...... ...... .. ............. ....... ........... 32
3.2.2
Subtitle as a separate file .. ..... ............................................................................ 33
3.3
3.4
Closed Captioning as separate file .................. ................... ........ ........... ............ 33
Secondary Digital Assets Specifications ................. .... ....... ....... ................... ........... . 33
:ll
Alternate Language Audio as a Separate File ...... ....... ...................................... 33
1J._,_l
Acceptable Alternate Language audio fom1ats ..... ...................................... 33
4.2
Subtitle as a separate file ..................... ........ ... ................................................... 34
4.3
Closed Captioning as separate file ................. ............ .......... ............ ................. 34
File Naming Conventions ....... ..... ........ .. ............ ........... ........ .................................... 34
U
Primary Digital Assets File Naming Convention ........ ................... .................. 34
21..J. Example for high definition files ........ .. .......... .............. ........ ...................... 34
5.1.2
Example for standard definition files .... ........... ........ ..... ................... .. ..... .... 34
5.1 .3
Example for Primary subtitle files ... ............... .. ...... ....... ....... ...................... 34
5.1.4
Example for closed caption files ..... ................ ........ .............. ...... ...... .......... 35
5.2
Secondary Digital Assets File Naming Convention ........... ................... ........... 35
5.2. 1
Example for A lternate Language Audio File Naming ................ ................ 35
5.2.2
Example for Secondary subtitle files ... .. ..... ...... ..... ... ...... ....... ...... ....... ...... .. 35
5.2.3
Example for Secondary closed caption files .... .. ...... ....... ........ .... ............ .... 35
Metadata ........ ................................................. ........................ ...... ............................. 36
QJ.
Movie Content Metadata ..... ............. ..... ...... .............................................. ...... .. 36
Primary and Secondary Assets Metadata ....... ... ........ ............. .. ........... ............ .. 36
6.2
Artwork .... ..... .. ........... ...... ..... .................... ..... ....... ............ ...... ........ ............ ...... ...... .. 36

Schedule B

 1. Introduction
Netflix shall have the option of choosing the appropriate source for its encoding. Examples of sources, which
Netflix may request, include the following listed below. If Distributor does no t have available the source Netflix
req uests, Netflix and Distributor shall mutually agree upon the source.
It is the Distributor's obligation to deliver Source Material compliant with the specifications below to Netflix, per
the Agreement. In no event will Netflix "chase" or otherwise track dovm Source Material from Distributor or any
third party.

2. Requirements
Primary Digital Assets
File Type
1.
2.

3.
4.

(in order of preference)
High Definition - MPEG-2 (80 Mbps)
Standard Definition - MPEG-2 (50 Mbps)
High Definition -Appie ProRes 422 HQ
w/ uncompressed PCM audio only
Standard Definition - Apple ProRes 422
HQ w/ uncompressed PCM audio only

We accept .mpg for MPEG-2 files and .mov for Apple ProRes 422 HQ files. For a given title , onl y one conti guous
file shall be acceptable. Titles CANNOT be delivered as multi-part files. i.e. - if a title is 90 min in duration, a
single file with a 90 min duration must be delivered. 2 files with 45 min durations is NOT acceptable. Below in the
"Netflix Primary Asset Specifications" section you can find the technical detail s for the acceptable formats.
If the native language of the fi lm is other than English , a text-based subtitle MUST be delivered along with the main
audio/video asset. This video asset should NOT contain burned in subtitles so that the movie can be viewed in its
nati ve language without text overlays if the viewer chooses to watch the movie this way.

If a text-based subtitl e file is not available and the native language of the film is other than Engl ish, then and only
then sha ll subtitles be burned into the video.
Please make
that all files DO NOT { O'\T:\I'\
ratings card' and/or
r anh,
bra ndin g, or
li nk callo ut\ hefo re or after progra m.
of b lack at head a nd tail of program.
\II file<; must 01\ L \ contai n feature program "ith l

Schedule B

\\arnin g

Execution Version

 Digital Video Prerequisites
We prefer l 6x9 (I: I if HD, anamorphic if SD) versions as this will enable us to deliver an experience that is closest
to a theatrical representation.
1. l 6x9 (I: 1 if HD, anamorphic if SD)
2. We will only accept 4x3 content if l 6x9 (1: 1 if HD, anamorphic if SD) sources do not exist.
Please deliver HD sources in 24p fomrnt. 60i sources will only be accepted if feature was originally shot in 60i.
1. 24p fomrnt for HD sources
2. We will only accept 60i and 50i ifa 24p source does not exist.

Digital Audio Prerequisites
We would prefer to receive 5.1 audio if it is available for the title. 5.1 audio can be delivered in 3 ways.
Stereo audio (or mono audio ifthe program is an old black and white movie, documentary, etc. - as long as the
original source was mono) will be accepted as well if a conformed 5.1 audio source is not available.
We use standard channel assignments as shown below.
1. 5.1 audio + 2.0 audio channel assignments
a. Channel 1 - Left
b. Channel 2 - Right
c. Channel 3 - Center
d. Channel 4 - LFE
e. Channel 5 - Left Surround
f. Channel 6 - Right Surround
g. Channel 7 - Left Total
h . Channel 8 - Right Total
2.

Stereo Comp audio only
a. Channel 1 - Left Total
b. Channel 2 - Right Total

3.

Mono Comp audio (usually old black and white movies, etc)
a. Channel 1 - Mono Comp
b. Channel 2 - Mono Comp

Schedule B

Execution Version

 3. Primary Digital Asset Specifications
MPEG-2 Specifications
High Definition - MPEG-2 (80 Mbps)
I.

Video Codec: MPEG-2
Profile ID: High Profile
Level ID: High Level
Video Bit-rate: 80 megabits
Resolution :
a. 1280x720
b. l 920x 1080
6. Audio Codec
a. Multi-Channel Assignn1ent (if available)
1.
Acceptable audio codecs
1. Multi-channel PCM - l 6bit, 48 kHz (Little Endian)
2. Multi-channel AES3 LPCM (302m) - 16 bit, 48 kHz
a. Ch. l - Left
b. Ch. 2 - Right
c. Ch. 3 - Center
d. Ch. 4 - LFE
e. Ch. 5 - Left Surround
f. Ch. 6 - Right Surround
g. Ch. 7 - Left Total
h. Ch. 8 - Right Total
b. Stereo Assigrunent (if multi-channel does not exist)
1. Acceptable audio stereo audio codecs
1. PCM - I 6 bit, 48 kHz (Little Endian)
2. DVD LPCM - 16 bit, 48 kHz
3. MPEG Layer I - 48 kHz, 448 kbps
a. Ch. I - Left Total
b. Ch. 2 - Right Total
7. Frame rate: (fiwne rate should match source)
a. 23.976 progressive
b. 59.94 interlaced
c. 59.94 progressive
8. Aspect Ratio:
a. 1: 1 Square Pixels
9. Intra DC Precision: 10-bit
10. Chroma Format: 4:2:2
11. Closed Captioning: As a separate .SCC file if available (see "Closed-Captioning" section below)
12. Stream Type: Transport Stream
2.
3.
4.
5.

Standard Definition - MPEG-2 (50 Mbps)
I.
2.
3.
4.
5.

6.

Video Codec: MPEG-2
Profile ID: High Profile
Level ID: High Level
Video Bit-rate: 50 megabits
Resolution:
a. NTSC or Film: 720x480
b. PAL: 720x576
Audio Codec

Schedule B

Execution Version

 a. PCM - 48 kHz or 44.1 kHz, 16-bit, stereo (Little Endian)
b. DVD LPCM - 48 kHz, 16-bit, stereo
c. MPEG Layer I - 48 kHz or 44.1 kHz, 16-bit, stereo with minimum data rate of 128 kbps
7. Frame rate: (please make sure al/files are de-interlaced or have had Inverse Telecine (if.film) applied
to make sure the content is Progressive and not interlaced.)
a. 23.976 (Film based) Progressive
b. 29.97 (NTSC video or mixed media) Progressive
c. 25 (PAL) Progressive
8. Aspect Ratio:
a. 4x3 if standard
b. l 6x9 if anamorphic
9. Intra DC Precision: 10-bit
10. Chroma Format: 4: 2:2
11. Closed Captioning: As a separate .SCC file if available (see "Closed-Captioning" section below)
12. Stream Type: Transport Stream

Apple ProRes Specifications
High Definition - Apple ProRes 422 HQ
I.

2.

3.

4.

5.
6.
7.

Video Codec: Apple ProRes 422 HQ
Resolution:
a. 1280x720
b. I920x ! 080
Audio Codec
a. Multi-Channel Assignment (if available)
1. Acceptable audio codecs
1. Multi-channel PCM - l 6bit, 48 kHz (Little Endian)
a. Ch. I - Left
b. Ch. 2 - Right
c. Ch. 3 - Center
d. Ch. 4 - LFE
e. Ch. 5 - Left Surround
f. Ch. 6 - Right Surround
g. Ch. 7 - Left Total
h. Ch. 8 - Right Total
b. Stereo Assignment (if multi-channel does not exist)
i. Acceptable audio stereo audio codecs
1. PCM - 16 bit, 48 kHz ( Little Endian)
Frame rate: (frame rate should match source)
a. 23.976 progressive
b. 59.94 interlaced
c. 59.94 progressive
Aspect Ratio:
a. I : I Square Pixels
Closed Captioning: As a separate .SCC file if available (see "Closed-Captioning" section below)
Wrapper: Quicktime .MOY

Standard Definition - Apple ProRes 422 HQ
I.
2.

3.

Video Codec: Apple ProRes 422 HQ
Resolution:
a. NTSC or Film: 720x480
b. PAL: 720x576
Audio Codec
a. PCM - 48 kHz or 44.1 kHz, 16-bit, stereo (little Endian)

Schedule B

Execution Vers ion

 4.

5.

6.
7.

Frame rate: (please make sure all.files are de-interlaced or have had Inverse Telecine (!(film) applied
to make sure the content is Progressive and not interlaced.)
a. 23.976 (Film based) Progressive
b. 29.97 (NTSC video or mixed media) Progressive
c. 25 (PAL) Progressive
Aspect Ratio:
a. 4x3 if standard
b. l 6x9 if anamorphic
Closed Captioning: As a separate .SCC file if available (see "Closed-Captioning" section below)
Wrapper: Quicktime .MOY

Subtitle as a separate file
For the primary subtitle file the language MUST BE in English. The preferred fonnats for subtitles are text based
SAMI or .SRT follllats. The subtitle file must have timecode that is conformed (synced) to the digital video fil e
asset. All other text-based fomrn ts can be submitted as a sample for approval as long as they conform to the digital
asset. Raster image based subtitles will NOT be accepted.

Closed Captioning as separate file
For the primary Closed Captioning (CC) file the language MUST BE in English. Closed captioning (CC) must be
submitted in .SCC fom1at. The closed captioning file must have timecode that is conformed (synced) to the digital
video file asset. All other tex t-based formats can be submitted as a samp le for approval as long as they conform to
the digital asset. Raster image based closed captioning wi ll NOT be accepted.

4. Secondary Digital Assets Specifications
Alternate Language Audio as a Separate File
lfforeign language audi o tracks are available, they should be confom1ed to the primary digital audio/video asset
delivered. Acceptable fo rmats for foreign language audio tracks are stereo or multichannel AAC (in an MP4
wrapper) or AES3 LPCM audi o (in a MPEG-2 Transport Stream - .mpg). Either format should be encoded at the
highest possible bitrate to maintain fidelity. Please follow the file naming convention described below.

Acceptable Alternate Language audio formats
l.

2.
3.
4.

5.

Audio Codec and Container:
a. AAC (Low Complexity) in an MP4 container (.mp4)
b. AES3 LPCM in a MPEG-2 Transport Stream container (.mpg)
Bitrate: Highest bitrate possible
Samp le rate: 44.1 kHz or 48 kHz
5.1 + 2.0 Audio Channel Mapping
a. Ch. 1 - Left
b. Ch. 2 - Right
c. Ch. 3 - Center
d. Ch.4 - LFE
e. Ch. 5 - Left Surround
f. Ch. 6 - Right Surround
g. Ch. 7 - Left Total
h. Ch. 8 - Right Total
2.0 Audio Channel Mapping
a. Ch. l - Left Total
b. Ch.2 - Right Total

Schedule B

Execution Version

 Subtitle as a separate file
The preferred fonnats for subtitles are text based SAMI or .SRT fom1ats. The subtitle file must have timecode that
is confom1ed (synced) to the digital video file asset. All other text-based fo nnats can be submitted as a sample for
approval as long as they confo rm to the digital asset. Raster image based subtitles will NOT be accepted.

Closed Captioning as separate file
Closed captioning (CC) must be submitted in .SCC format. The closed captioning file must have timecode that is
confom1ed (synced) to the digital video file asset. All other text-based fonnats can be submitted as a sample for
approval as long as they confo rm to the digi tal asset. Raster image based closed captioning will NOT be accepted.

5. File Naming Conventions
Primary Digital Assets File Naming Convention
The file naming convention for the uncompressed MPG file is as follows:
[movieJD ]_[framerate]_[ aspectratio ]_[bitrate]_[countrycode]. mpg
The country code is used to specify which country the asset has ri ghts for. If the asset has rights for a specific
country then the 2-letter country code shall be used as defined by the lSO 3 166-1-alpha-2 code specifications unless
the asset has global rights then the word "global" shall be used in place of the 2-letter country code.
If the asset does not have "global" rights, please use the 2-letter country codes as defined in the ISO 3 166-1-alpha-2
code specifications.
(http://www.iso.org/iso/english countrv names and code elements)

Example for high definition files
600 11152_24_1 78_80_us.mpg
Or
60028202 60i 185 80 ca.mov
Or
60028204_60p_l 78_80_global.mpg

Example for standard definition files
60028202_ 24_235_ 50_fr.mpg

Example for Primary subtitle files
Since the primary subtitle fi le MUST BE in English the 2-letter language code, as defined in ISO 639-1 , "en" shall
be used fo r the primary subtitle fi le. Please see the "Example for secondary subtitle files" in the "Secondary Assets
File Naming Convention" section fo r languages other than English.
[movieID]_[framerate]_[ aspectratio]_en.srt (or .smi)
or named exactl y the same as the video asset except with "en" postfixed to the filename of the primary subtitle file.
Please use the 2-letter language code fo r English (which is "en") for the primary subtitle file as defined in the ISO
639-1 specifications. (http://www. loc.gov/standards/iso63 9-2/php/code_list. php)

Schedule B

Execution Version

 60028202- 24- 235 - en.srt
72343234 30 133 en.smi
72342123 - 24- 178 - en.smi

Example for closed caption files
Since the primary Closed Caption (CC) file MUST BE in English the 2-letter language code, as defined in ISO 6391, "en" shall be used for the primary Closed Caption (CC) file. Please see the "Example for secondary closed
caption files" in the "Secondary Assets File Naming Convention" section for languages other than English.
[movieID]_[ framerate]_[ aspectratio ]_en.sec
or named exactly the same as the video asset except with "en" postfixed to the filename of the primary Closed
Caption (CC) file.
Please use the 2-letter language code for English (which is "en") for the primary Closed Caption (CC) file as defined
in the TSO 639-1 specifications. (http: //www.loc.gov/standards/iso639-2/php/code_list.php)
60028202- 24 - 235- en.sec

Secondary Digital Assets File Naming Convention
Example for Alternate Language Audio File Naming
The audio fi lename should follow the same file naming convention as the primary asset fi le name with the addition
of channel mapping with the file name.
Examples of audio filenames:
[movieID ]_[framerate ]_[ aspectratio ]_[channel 1]_[ channel2]_. .._[ channelX)_[2 letterLanguageCode]. [ext]
Please use the 2-letter language codes as defined in the ISO 639-1 specifications.
(http://www.loc.gov/standards/iso63 9-2/php/code_list. php)
The filename should match the channel mapping of the audio file
70106666_ 24_ l 78_ 80_ L_ R_ C_ Lfe_Ls_Rs_ ca.mp4
70 l 06666_24_178_80_LT_RT_fr.mpg
70 106667_30_178_80_L_R_C_Lfe_Ls_Rs_es.mp4

Example for Secondary subtitle files
[movieTD]_[framerate ]_[ aspectratio]_[2letterLanguageCode] .srt (or .smi)
or named exactly the same as the video asset except with "_ 2letterLanguageCode" postfixed to the filename of the
secondary subtitle file.
Please use the 2-letter language codes as defined in the ISO 639-1 specifications.
(http://www. loc.gov/standards/iso639-2/php/code_list.php)
60028202- 24- 23 5- ca.srt
72343234- 30- 133- es.smi
72342 123- 24- 178 - fr. smi

Example for Secondary closed caption files
[movielD]_[ framerate ]_[aspectratio ]_[2letterLanguageCode].sec

Schedule B

Execution Version

 or named exactly the same as the video asset except with "_ 2letterLanguageCode" postfixed to the filename of the
secondary Closed Caption (CC) file.
Please use the 2-letter language codes as defined in the ISO 639-1 specifications.
(http://www.loc.gov/standards/iso639-2/php/code_ list. php)
60028202- 24- 235 - es.sec

6. Metadata
Movie Content Metadata
Movie metadata is required for all content and is to be submitted via the approved Netflix Me tadata Template to
Netfl ixProduc tlnfo({v,netflix. com.
Sample metadata files via XMLs may also be submitted and require Netflix approval prior to acceptance.

Primary and Secondary Assets Metadata
If metadata for the primary and secondary assets is available via vendor API or file (XML,TXT, etc.) then Netflix
will require access to the API or sample file for approval prior to acceptance.

7. Artwork
Art images are required for every title and to be submitted in advance of licensing start date to
Netfli x via:
a.
b.
c.
d.

Vendor-provided Website
FTP - by request
Physical media (CD-R, DVD-R)
productinfo@netflix.com

The following are guidelines for high resolution artwork that wi ll be used as masters to generate artwork fo r the
Netflix website and for display on Netflix ready devices. ln general, we seek the highest quality possible.

Artwork Attribute

Image Aspect Ratio
Image Height (h)
Image Width (w)
Image Resolution
Pixel Aspect Ratio
Color Mode
File Format
Black Point
White Point
Color Profile

Description
Boxart: 1 : 1.40 (w:h) aspect ratio (see Note below). Aspect ratio tolerance: 1 : 35
thru 1 : 1.45
Boxart: 800 pixels minimum. Higher is "better yet."
Boxart: Depends on image height. For example, 570 wide by 800 hi gh when art is
1 : 1.40
150 dpi
Square (1.0)
RGB Color (8-bits I channel). Conversions from CMYK are undesirable.
Uncompressed (.png, .tiff etc.). JPEGs acceptable with "maximum quality"
compression.
RGB 0 - 0-0
RGB 255 - 255 - 255
No color profiles assigned (a 2. 1 / 2.2 gamma setting on calibrated PC monitors is
assumed).

Schedule B

Execution Version

 Image Area
Graphical Elements

Artwork should extend over entire image area. No extraneous graphics (borders,
frames, drop shadows), and is to be two dimensional.
Art should not have graphical elements such as: Now on DVD, Widescreen,
Coming Soon, Available on Blu-ray, et cetera.

Schedule B

Execution Version

 Schedule 

Relativigx Marks

To be added subsequent to the Effective Date.

Schedule 

Schedule D
DBO Calculation

Box Office Tiers:
$0
$1,000,001
$2,000,001
$5,000,001
$10,000,001
$15,000,000
$20,000,001
$25,000,001
$30,000,001
$40,000,001
$50,000,001
$75,000,001
$100,000,001
$125,000,001

Incremental
Deemed
Percentage:
to
to
to
to
to
to
to
to
to
to
to
to
to
to

$1,000,000
$2,000,000
$5,000,000
$10,000,000
$15,000,000
$20,000,000
$25,000,000
$30,000,000
$40,000,000
$50,000,000
$75,000,000
$100,000,000
$125,000,000
+

78.8%
78.8%
72.5%
33.6%
25.0%
21.0%
17.5%
15.8%
14.7%
12.6%
10.5%
8.9%
7.2%
i

Schedul e D

Cumulative:
$787,500
$1,574,999
$3,748,498
$5,428,498
$6,678,498
$7,728,498
$8,603,498
$9,390,998
$10,860,997
$12,120,997
$14,745,997
$16,977 ,24 7
$18,767,497
$19,000,000

 Schedule 
Draft Press Release

To be mutually agreed upon.

Schedule 

 20. 
2.0
.20: 

2.. :m ZC. . 2m No.2. .2 3. 
2.99:9. 2 39292.: :2 2.729.822 2. .22 5:.9829.
$2.32. cmam 3.22.2823: 53:82.8. .22.. 2 2.2.2.2222 2:28;
22:12:: <92. :2 31:932. 222:: 2:22:82: 2.. .333 $3.81: 372.. 23::9332.
22. .3 39229.: 72:22 E9222: 2..:
328929: .3 2m 28 .3 2:83; 2.: 789.2: .2. 2.2.9.8. 
929.3; 7: 799:9. 2.: .3218: 27. 2.22:: 2. 
32.9.92: :99: 2:2: 28 82.892: 29.23:: 2.: 

.: 8:229:13: 2.2.: :99: 22 E9. 32.9. 233; 
2.: 2.9.8: .2 28 1:2 :993 223:; 2.3:392.

$9229.: 2.2. 2. 39229.: 398; 3.. 
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lixcepl as expressly modi?ed under this Amendment, all ol?thc terms and conditions set forth in, and all
ol" the Parties respective obligations under. the Agreement, and all other documents, agreements and
instruments relating thereto, shall remain in full force and effect, and each Party acknowledges, eontirms
and rati?es all such terms. conditions and obligations.

IN WITNESS the parties hereto have executed this Amendment No. as ol?lhe day
and year first written i ve.

  
 

Nli'l?lililX, INC.

 

 

By: 
Name:  i ?3

TitleName?ll M0
?l?itle:  

Aillendment No Relativin - 



                
   
         
                        
      

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  [[[ČčƵĎƵ

 SCHEDULE A

Title

Box Office

License Fee

Atlas Shrugged

$4,627,375

$3,479,845

Double Hour

$1,510,893

$400,000

Availability
Period

30
Consecutive
Months[a]
30
Consecutive
Months

Duration of
Exclusivity/Holdbacks
(as defined in Section
4.3 of the
Agreement)
The duration of the
Availability Period(s)
The initial 18 months of
the Availability Period

(initial)
Start
Date

No later
than 120
calendar
days post
release of
either
home
video
(DVD/BD)
or NonPremium
VODin
the
Territory,
whichever
is earlier

The greater of $250K
or 15% of US Box
Office (as reported
by Daily Variety) as
of such Title's DVD
36
The initial 18 months of
or Non-Premium
TBD
Consecutive
Branded [TBD]
the Availability Period
VOD initial release
Months
date in the Territory,
whichever is earlier,
but no more than
$850K
[a] With 120 calendar days advance written notice, Relativity may elect to split the Availability
Period into two (2) Availability Periods: the first Availability Period shall be 18 consecutive
months and the second Availability period shall be 12 consecutive months. The Start Date of
the second Availability Period shall not be later than the sixth (6th) anniversary of the Title's first
End Date.

 AMENDMENT NO. 3
TO
LICENSE AGREEMENT FOR INTERNET TRANSMISSION

TI-IIS AWNDMIENT NO. 3 (this ?Amendment?), made as of October 20, 2011, is entered into by and
between Net?ix, Inc., a Delaware corporation with its principal place of business at 100 Winchester
Circle, Los Gatos, CA 95032 (?Net?ix?) and RML Distribution Domestic, LLC, a California limited
liability company, with its principal place of business at 8899 Beverly Blvd, Suite 510, West Hollywood,
CA 90048 (?Relativity?) as successor-in-interest to Relativity Media LLC (N et?ix and Relativity are
collectively referred to as the ?Parties?), to amend the License Agreement for Internet Transmission,
entered into by and between the Parties and dated as of June 1, 2010 as amended by Amendment No. 1
dated as of November 1, 2010 and Amendment No. 2 dated as of August 31, 2011 (collectively the
?Agreement?). Capitalized terms not otherwise de?ned herein shall have the respective meanings set
forth in the Agreement.

 

In consideration of the promises and covenants contained herein as well as other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto have agreed that the
Agreement shall be, and hereby is, amended and modi?ed as follows:

1. Paragraph 9.3 of the Agreement shall read as follows:

Effect of Termination or Expiration. Upon termination or expiration of this
Agreement, the licenses granted hereunder shall terminate, Net?ix shall
discontinue the exhibition and distribution of Content and within thirty (30)
calendar days following the e??ective date of termination or expiration Nettlix shall
destroy all copies of Content and Con?dential Information of Relativity in Netflix?s
possession or control and (ii) Relativity shall destroy all reporting provided by Net?ix
pursuant to Section 3.5 hereunder. Notwithstanding the foregoing, in the event Net?ix
remains obligated to pay a License Fee pursuant to a third party Notice of Assignment
at such time as this Agreement expires or terminates, then Net?ix?s rights in the
applicable Title shall not terminate as a result of result of this Agreement?s termination
or expiration, unless Net?ix fails to pay for the Title as required hereunder
(including, without limitation, the notice and cure provisions of Section 9.1.1) and
under the applicable Notice of Assignment; or (ii) the Notice of Assignment is
terminated prior to the date Net?ix is required to pay its License Fee thereunder. In
the event that this Agreement is terminated by Relativity as a result of a material,
uncured breach or default by Net?ix, within thirty (30) calendar days of such
termination or expiration, Net?ix shall, notwithstanding the payment provisions of
Section 5.4 pay to Relativity the unpaid balance, if any, of all License Fees for Titles
delivered to and accepted by (or deemed accepted by) Net?ix pursuant to Section 6 as
of the effective date of such termination. Nothing herein shall be construed to release
either party from any obligation which matured prior to the effective date of such
termination or expiration (or which may continue beyond such termination or
expiration) or to relieve the defaulting party from any and all liabilities at'law or in

 

equity to the other for breach of this Agreement. Further, in the event that this
Agreement is terminated by Net?ix as a result of a material, uncured breach or default
by Relativity, Relativity shall give Net?ix a pro?rata refund for a portion of the
aggregate License Fees paid by Net?ix for Titles as of the effective date of such
termination calculated on a ?straight-line? basis within each Availability Period, based
upon the portion of the Availability Period(s) for such Titles that have expired prior to
such termination, or according to the most favorable practices (?om Relativity?s
standpoint) then used by Net?ix. Net?ix shall notify Relativity of any change to its
practices upon the occurrence of such change. The amount to be refunded to Net?ix
pursuant to the preceding sentence shall be due and payable no later than thirty (30)
calendar days after the effective date of such termination.

2. The parties acknowledge that extant Notices of Assignment with respect to the Titles
?Untitled Snow White,? ?Haywire,? and ?Immortals? require that Net?ix pay a portion of
its License Fee no later than a date certain, which date certain may be prior to Net?ix?s
initial Start Date. Relativity agrees to use good faith, commercially reasonable e?orts in
the next 60 days to align the initial Start Date and the payment dates under the referenced
Notices of Assignment in a manner to be mutually agreed upon by the parties.

3. Relativity hereby con?rms that if any third party consents are required to enter into this
Amendment No. 3, Relativity will obtain such consents within ten (10) business days of
full execution hereof.

Except as expressly modi?ed under this Amendment, all of the terms and conditions set forth in, and all
of the Parties respective obligations under, the Agreement, and all other documents, agreements and
instruments relating thereto, shall remain in full force and effect, and each Party acknowledges, con?rms
and rati?es all such terms, conditions and obligations.

IN WITNESS WI-IEREOF, the parties hereto have executed this Amendment No. 3 as of the day
and year ?rst written above.

 

 

.

We:

Nam .  

Title: 
RNIL STIC, LLC
By.

NW: Steve Bertram
Title:

President

 FORM 
llmtu: l, 20?}

For $1.00 rithcr grind and valuable mnsidcmtion, receipt nt? which is 
Rt'ilA?l?l?v?t?l?Y MEDIA. tilt} (?Assigutir?) conveys. grams and exclusiwly and
tti Hit?? (?Assignee?) the universe in
all of Assignur?s right tith and interest in and It) that certain Liuunsu tiir littcmut
dated June it 2(th between thllix, lite. and Relativity Media. LUZ its 
the 

Amigntir will aim duly mess-um {nut tlclivur tr: Ahsigncc or cause to 
:tclutowlutlgud and delivered to Assigth any and till assignman 0r which Assigncc
t't'izty duum necessary, expedient m" to carry nut and the and intent ml"
this Assigi?mmtt. It? shall fail in szccutc? or deliver t0 Assigncu any xuch
0r othtr?r to he. executed. and by Assigi?mr
pursuant to this Assignment within ?ve (5) days 01? Assigaicu?st request then Assigncc is hereby
irrevocably awninth Assigrtor?h tittorncy?in~thct, with l?ull right, powcr execute,
and dctivcr the Stli't'tt: in the mum: at" and (7m behalf nt? Assigzmr. Assigimr 
that the authority and agency given Awigncc it; tt power with an 

All rights; granted or to be; granted to Assigncc hereunder are: irmvumhlc and not subject to 
restraint injunctioi:i under any {Incl all circumstances. in no Went Slt?ll Assigsmr he cntitlml tn 
this Assignment or tn (sirloin or restrain pr otherwise with the prt'itluctit?m, clitstrihutitm 0r exhibition
nt?zmy nt' that ion pictures; or any other [)t?tKlUCllt?tlt hereunder, righm and nt? Assigtmr
shall he limited in the right. il?any, ti) in an action at law, which remedy Assignnr 
to ht: adequate.

Till-?4 shtill he hy the laws rtt?thc Unit.ch States amt the: State o?t?tftilili'smia atpplical?ilc
tn executed and 10 hi: wholly therein without giving ct'l'cct it: the principlcs ol?
con?ict at laws and shall amt he lt?tt'K?ll?mi except by a written by all panics:
hereto. 'l?his?t including all ut?tltc pruvihimts and the exhibits made a part hormil
expresses the entire ut? the parties and any and all thriller 
pr written 01? with whiting to the subject matter hereof. T111: rcn'tcdics hcrcitt
providch am:- uumulativc and the nt'tmc shall not preclude the: uxcrcisc (slutty others. No wz?tivcr
by cithcr party ul? any thiturc by the party to keep or pci?tin?i'i'i any or condition-?1 of
this; shall be deemed a waiver (illitll'l'y preceding, or continung ht?cach ol?tltc same,
{it any other covenant ("If 

IN Wl'l'NliSS WlEEiRlit?-i Assignm? hm; caused this Short litirtn tn lac executed as ul?thc (late
that written above.

 

and Agreed:

     

WK

RMI. l?J'l?l'l' It?ll 

   

 

EXHIBIT 

NOTICE OF ASSIGNMENT
This Notice of Assignment (“Agreement”) is entered into as of July 9, 2014, by and
between Netflix, Inc. a Delaware corporation (the “Distributor”), Armored Car Productions,
LLC, a California limited liability company (“Licensor”), RML Distribution Domestic, LLC (as
successor-by assignment from Relativity Media, LLC) (“RML Dist”), UniFi Completion
Guaranty Insurance Solutions, Inc. d/b/a UniFi Completion Guarantors (“UniFi”) acting in its
capacity as agent and attorney-in-fact for Homeland Insurance Company of New York (the
“Completion Guarantor”), and OneWest Bank N.A, as agent (“Agent”) for itself and the Lenders
(as defined below), in reference to the following facts:
A.
The Licensor owns certain distribution rights in and to the motion picture
tentatively entitled Untitled Armored Car Project (by whatever title such motion picture is now
or may hereafter become known, the “Film”).
B.
RML Dist and Distributor have entered into that certain License Agreement for
Internet Transmission, dated as of June 1, 2010, as amended by Amendment No. 1, dated
November 1, 2010, Amendment No. 2, dated August 31, 2011, and Amendment No. 3, dated
October 20, 2011 (that agreement, as heretofore amended, modified or supplemented, the
“Netflix Output Agreement”), ”), and pursuant thereto, RML Dist, Licensor and Distributor
executed a Base Rate Title Designation Notice, dated as of July 9, 2014, relating to the
distribution and exploitation of the Film (the “Base Rate Title Notice”; and together with the
Netflix Output Agreement, solely insofar as the Film is concerned and all other documents
executed in connection therewith, as hereafter amended, modified or supplemented to the extent
permitted herein from time to time, the “Distribution Agreement”), for the territory of the United
States (including without limitation the fifty (50) States and the territories as further defined in
the Distribution Agreement (the “Territory”). Pursuant to the Base Rate Title Notice, the Film
has been designated as a “Title”, “Base Rate Title” and a “Relativity Title” (as such terms are
defined in the Distribution Agreement) in accordance with the terms of the Distribution
Agreement.
C.
Pursuant to the Distribution Agreement, the Licensor licensed to the Distributor
the exclusive right and license to exhibit and transmit the Film in the Included Formats on an
SVOD basis within the Territory by means of Internet Transmission via the Netflix Service to
NEDs during the Availability Period (those exploitation rights in the Film, along with any other
distribution, promotion or reproduction rights with respect to the Film are hereinafter collectively
referred to as the “Exploitation Rights”). The Exploitation Rights and any and all other rights
(excluding any distribution, promotion or reproduction rights in the Film for territories outside of
the Territory (as defined in the Netflix Output Agreement)) which Distributor may have
heretofore licensed or may hereafter acquire, liens, mortgages, charges, and security interests of
Distributor, if any, in or with respect to the Film or any physical elements thereof in the
Territory, whether under the terms of the Distribution Agreement or otherwise, being hereinafter
collectively referred to as the “Distribution Rights”. The terms “Availability Period,” “Included
Formats,” “Internet Transmission,” “License Fee,” “Netflix Service,” “NEDs,” “Non-Premium
VOD,” “Start Date,” “SVOD,” and “Availability Period” shall have the meaning ascribed to such
terms in the Distribution Agreement.

1
203368489 v8

 D.
Under the terms of the Distribution Agreement that apply to a Film that has been
designated as a “Base Rate Title”, as amended hereby, the Distributor has agreed to pay the
Licensor an amount equal to the greater of: (A) $3,700,000 (no withholding taxes applicable) or
(B) fifty percent (50%) of the License Fee (no withholding taxes applicable) in connection with
the Film (such greater amount, the “Minimum Guaranteed Payment”), which is payable under
the terms hereof upon satisfaction of all of the following conditions (“Conditions Precedent”):
the Minimum Guaranteed Payment is due and payable in full on the later of (1) Delivery (as
defined below) and (2) the earlier of (I) one hundred-twenty (120) days after the earlier of (a)
release of the Film for Home Video within the Territory or (b) the date of first Non-Premium
VOD exploitation of the Film or (II) twelve (12) months after the initial theatrical release of the
Film in the Territory; provided, however, that if the date set forth in (2) above has not occurred
on or before June 17, 2016, then (y) such date shall be deemed to occur on June 17, 2016, and (z)
the first Start Date for the first Availability Period for the Film shall be the earlier of (A) the date
set forth in (y) above and (B) the date prescribed in the Distribution Agreement. “Delivery”
shall be defined and determined in accordance with Exhibit “A” attached hereto. The parties
hereto acknowledge and agree that Completion Guarantor shall not have any obligation or
liability in respect of any of the Conditions Precedent, except for effecting Delivery.
Notwithstanding the foregoing, as between Distributor and Licensor payment of the Minimum
Guaranteed Payment as provided for herein shall not waive or be deemed to waive any right the
Distributor may have for a License Fee credit as provided for pursuant to Section 5.1 of the
Distribution Agreement (provided, however, that in no event shall the Minimum Guaranteed
Payment payable to Agent hereunder be less than $3,700,000).
E.
For the purpose of securing obligations owing to Agent, as agent for certain
lenders (the “Lenders”) from time to time, and the Lenders under a Loan and Security
Agreement (as such agreement may be amended, supplemented, restated, replaced or otherwise
modified, from time to time, the “Loan Agreement”), among Licensor, as borrower, the Agent,
and the Lenders, pursuant to which the Lenders agreed to make loans and advances to the
Licensor in order to pay for the costs of producing, exploiting and delivering the Film in
accordance with the terms therein, the Licensor has granted to Agent (for the benefit of the
Lenders) a first priority security interest in the Distribution Rights and all amounts payable by
the Distributor in connection with the Film under the Distribution Agreement (collectively, the
“Distribution Agreement Proceeds”), including the Minimum Guaranteed Payment.
F.
For the purpose of securing obligations owing to Completion Guarantor under a
completion agreement (as such agreement may be amended, supplemented or otherwise modified
from time to time, the “Completion Agreement), for the Film, pursuant to which (a) the
Completion Guarantor issued a completion guaranty (as such agreement may be amended,
supplemented or otherwise modified from time to time, the “Completion Guaranty”) in favor of,
inter alia, Agent in relation to the production and delivery of the Film in accordance with the
terms contained therein; and (b) subject and subordinate at all times to the rights and interests of
Agent and the Lenders, Licensor has granted to Completion Guarantor a security interest in and
to the all of Licensor’s right, title and interest in and to Film as security for the repayment of any
sums plus interest thereon actually advanced or expended by Completion Guarantor to cover
costs, expenses, claims, demands, and/or losses incurred by Completion Guarantor to complete
and deliver the Film either in the performance of their obligations or in the exercise of their
rights and powers under the Completion Agreement (“Completion Sums”).
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203368489 v8

 G.
The parties hereto desire to determine their relative rights and obligations with
respect to the Distribution Agreement, the Distribution Rights, and the Distribution Agreement
Proceeds, and the priority of Agent’s and Completion Guarantor’s security interests with respect
thereto, in accordance with the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the
parties hereto agree as follows.
1.
Definitions. Initially capitalized terms used in this Agreement shall have the
following meanings, unless otherwise specified:
(a)
“Guarantor Notice” means a written notice delivered by Completion
Guarantor to Licensor, Agent and Distributor stating that Completion Guarantor has been repaid
in full all Completion Sums (if any).
(b)
“Agent Notice” means a written notice delivered by Agent to the
Distributor stating that all of the sums owing under the Loan Agreement have been indefeasibly
paid in full and the commitment of the Agent to make loans thereunder has been terminated.
2.

Distributor Covenants and Representations.

(a)
The Distributor shall pay directly to Agent (i) the Minimum Guaranteed
Payment in United States Dollars, as and when due hereunder; and (ii) the Distribution
Agreement Proceeds in United States Dollars, as and when due under the Distribution
Agreement, by wire transfer, at the bank account set forth below (or such other address or
account as Agent may designate in writing) (the “Collection Account”) until such time as the
Distributor receives both the Agent Notice and the Guarantor Notice:
Account Name:
Account No.:
Bank:
SWIFT Code:
ABA No.:
Reference:

Armored Car Productions, LLC
2980000212
OneWest Bank N.A.
888 East Walnut Street
Pasadena, California 91101
OWBKUS6L
322270288
Untitled Armored Car Project – Netflix

(b)
After the Distributor receives the Agent Notice and Guarantor Notice, the
Distributor shall continue paying such Distribution Agreement Proceeds to the Collection
Account unless Licensor or RML Dist notifies Distributor in writing otherwise.
(c)
Agent and its representatives and Completion Guarantor and their
representatives (subject to the rights of Agent), in lieu of the Licensor, may exercise and enforce
all of the Licensor’s rights under the Distribution Agreement.

3
203368489 v8

 (d)
The Licensor acknowledges and agrees that any and all payments by the
Distributor of any Distribution Agreement Proceeds pursuant to paragraph 2(a) above shall
reduce, on a dollar-for-dollar basis, all amounts owing by Distributor to Licensor pursuant to the
Distribution Agreement in connection with the Film.
(e)
The Distributor may discharge its obligation to pay the Distribution
Agreement Proceeds only by paying such amounts in accordance with paragraphs 2(a) and (after
the Distributor receives the Agent Notice and Guarantor Notice) 2(b) hereof. The Distributor
may not discharge that obligation by paying the Distribution Agreement Proceeds to the Licensor
or any other person. IF THE DISTRIBUTOR PAYS ANY OF THE DISTRIBUTION
AGREEMENT PROCEEDS OTHER THAN IN ACCORDANCE WITH PARAGRAPH 2(a)
AND (AFTER THE DISTRIBUTOR RECEIVES THE AGENT NOTICE AND GUARANTOR
NOTICE) 2(b) HEREOF, THEN DISTRIBUTOR WILL BE LIABLE FOR PAYMENT OF
THOSE AMOUNTS EVEN IF THIS MEANS THAT THE DISTRIBUTOR MAY BE LIABLE
FOR DOUBLE PAYMENT OF THOSE SUMS.
(f)
The payment of the Minimum Guaranteed Payment in full, as and when
due hereunder, is a condition precedent to the grant to the Distributor of any of the Distribution
Rights. If Distributor defaults in its obligation to pay the Minimum Guaranteed Payment in
accordance with the terms hereof, Distributor shall have thirty (30) days after Distributor’s
receipt of written notice of such default to pay such Minimum Guaranteed Payment. If,
following such thirty (30) day period, the Minimum Guaranteed Payment still has not been paid
in full in accordance with the terms hereof, then Distributor’s interest in the Distribution Rights
will be fully, automatically, and immediately terminated without further action or notice.
(g)
The Distributor’s obligation to pay the Minimum Guaranteed Payment as
set forth herein is conditioned only on satisfaction of the applicable Conditions Precedent.
(h)

Intentionally Omitted.

(i)
The Distributor waives, as to Agent and Completion Guarantor only, all
defenses to the payment of the Minimum Guaranteed Payment and as a basis for rejection of
Delivery only other than a failure to satisfy the Conditions Precedent. Without limiting the
generality of the foregoing, the Distributor hereby waives, as to Agent and Completion
Guarantor only, all of the following defenses to the payment in full of the Minimum Guaranteed
Payment and as a basis for rejection of Delivery only each of which is also hereby waived with
respect to Agent and Completion Guarantor provided the Conditions Precedent are satisfied: any
discount or offset to, or reduction thereof, for any reason whatsoever (including by reason of the
revenues of, or any obligation of the Licensor to pay the expenses of, the Film or of any other
motion picture licensed to Distributor under any present or future agreement), any “chain of
title” defect, any right to apply the Distribution Agreement Proceeds to any obligation of the
Licensor (whether under the Distribution Agreement or under any other present and future
agreements with the Licensor), counterclaim, right to withhold the Distribution Agreement
Proceeds for withholding taxes, failure of the Film to comply with the censorship requirements
of any governmental authority, the failure of the Film to be theatrically released, the failure of
the Film to comply with any release requirements (such as the failure of the Film to be released
on a certain number of screens, the print and advertising spend not being met, the failure of the

4
203368489 v8

 Film to meet a certain run time, or any similar release requirement), the Film having a rating
different from that anticipated (provided, however, the version of the Film delivered to the
Distributor shall have the same rating as the version of the Film delivered to the domestic
distributor of the Film), any other claimed credit, right, defense, or other claim (legal or
equitable) which the Distributor may have against the Licensor pursuant to the Distribution
Agreement or otherwise, any claim of any breach or default by the Licensor under the
Distribution Agreement or the agreements pursuant to which the Licensor is to acquire the
Distribution Rights, and any claim of refund if the Film has a DBO (as such term is defined in
the Distribution Agreement) of less than $5,000,000 or any other claim set forth in Section 5.1 of
the Distribution Agreement.
(j)
Any Distribution Agreement Proceeds paid to Agent or Completion
Guarantor by the Distributor shall not be subject to refund or return by Agent, the Lenders or
Completion Guarantor for any reason whatsoever. If it is determined pursuant to an arbitration
conducted under paragraph 6 hereof that Delivery has not and cannot be effected to the
Distributor or if Completion Guarantor acknowledges, in writing, that Delivery has not and
cannot be effected, then, unless Distributor waives any requirements of Delivery which will not
or cannot be satisfied and pays the Minimum Guaranteed Payment as provided for herein, the
Distribution Rights shall thereupon automatically terminate.
(k)
Agent and Completion Guarantor have taken an assignment only of the
rights of the Licensor under the Distribution Agreement, including the right to receive payment
of the Distribution Agreement Proceeds. None of the Agent, the Lenders nor the Completion
Guarantor have assumed any of the Licensor’s obligations or liabilities thereunder. The
Distributor shall look solely to Licensor and RML Dist for the performance and discharge of any
such obligations and liabilities.
(l)
Any and all liens, mortgages, charges, and other security interests created
by the Licensor or any of its predecessors-in-interest in Agent’s (for the benefit of Agent and the
Lenders) favor in or with respect to the Film, the Distribution Rights or the Distribution
Agreement Proceeds or in Completion Guarantor’s favor in or with respect to the Film, the
Distribution Rights or the Distribution Agreement Proceeds shall be senior to and have priority
over any and all of the Distributor’s rights, liens, or entitlements to the Distribution Rights, the
Distribution Agreement Proceeds and/or otherwise under the Distribution Agreement (all which
are hereby subordinated to Agent’s (for the benefit of Agent and the Lenders) and Completion
Guarantor’s respective security interests and other rights with respect to the Film, the
Distribution Rights and/or Distribution Agreement Proceeds); provided, however, that
notwithstanding anything contained herein, Agent and Completion Guarantor will not exercise
their respective security interests or other rights in the Distribution Rights or the Delivery
Materials in any manner that would materially and adversely prejudice, disturb, infringe upon,
interfere with, prevent or impede the full, complete, free and unencumbered purchase,
enjoyment, exploitation and exercise by the Distributor of the Exploitation Rights and the
Delivery Materials under the Agreement (as amended by this Agreement) unless and until the
Distributor fails to pay the Minimum Guaranteed Payment as and when due in full in accordance
with this Agreement (including any applicable notice and cure provisions provided herein) (the
“Non-Disturbance Commitment”). After Delivery has been effected and the Minimum
Guaranteed Payment has been paid in full by the Distributor as provided in this Agreement, the
5
203368489 v8

 security interests respectively granted by Licensor to the Agent (for the benefit of Agent and the
Lenders) and Completion Guarantor in the Exploitation Rights and the Delivery Materials (only)
shall be deemed automatically terminated and each of the Agent and Completion Guarantor shall
(promptly after its receipt of Distributor’s written request therefor) execute and authorize any
and all copyright mortgage releases, UCC statements or other documents necessary to effect and
evidence such partial release of its respective security interests in the Exploitation Rights and the
Delivery Materials (only), all without recourse upon or warranty by the releasing party and at the
sole cost and expense of the Licensor; provided, however, that, notwithstanding such automatic
termination of such security interests in the Exploitation Rights and the Delivery Materials as
aforesaid, (i) until all sums owing under the Loan Agreement have been indefeasibly paid in full
and the commitment of the Lenders to make loans thereunder has been terminated, the security
interests granted by Licensor to the Agent (for the benefit of Agent and the Lenders) shall
continue in all other Distribution Rights (save for the Exploitation Rights and the Delivery
Materials), the Distribution Agreement Proceeds and in all of Licensor’s contractual rights under
the Distribution Agreement, and shall enjoy priority over any interest therein in favor of the
Distributor subject to the Agent’s Non-Disturbance Commitment and (ii) until no further sums
are owed to Completion Guarantor with respect to the Film and Completion Guarantor has been
released in writing from its obligations under the Completion Guaranty by the beneficiaries to
the Completion Guaranty, the security interests granted by Licensor to Completion Guarantor
shall continue in all other Distribution Rights (save for the Exploitation Rights and the Delivery
Materials), the Distribution Agreement Proceeds (and in all of Licensor’s contractual rights
under the Distribution Agreement, and shall enjoy priority over any interest therein in favor of
the Distributor subject to Completion Guarantor’s Non-Disturbance Commitment.
Notwithstanding anything to the contrary set forth in this paragraph 2(l), Distributor hereby
reserves its rights under the Distribution Agreement and otherwise to offset against all
Distribution Agreement Proceeds in excess of the Minimum Guaranteed Payment.
(m)
Agent has the right to terminate the Distributor’s interests in the
Distribution Rights if the Distributor fails to pay the Minimum Guaranteed Payment in
accordance with the terms of this Agreement and such payment failure has not been cured in
accordance with paragraph 2(f) above. If the Distributor’s interests in the Distribution Rights are
terminated in accordance with the terms hereof, then none of the Agent, the Lenders nor
Completion Guarantor shall have any liability to the Distributor with respect to the Distribution
Rights, whether under the Distribution Agreement, this Agreement or otherwise.
(n)
Notwithstanding anything to the contrary contained herein, if the
Distributor or any of its sub-distributors releases, exhibits or exploits or authorizes the release,
exhibition or exploitation of the Film in any medium, then solely as between the Distributor,
Completion Guarantor and Agent, all of the Conditions Precedent, including Delivery, shall be
conclusively and unconditionally presumed to have been effected, and any unpaid portion of the
Minimum Guaranteed Payment shall thereupon be immediately due and payable in full.
(o)
None of Agent, the Lenders or Completion Guarantor have made and do
not make any representations or warranties, express or implied, with respect to the Film,
including the budget, the actual costs of the Film, the Distribution Rights or any other matter
concerning the Film. None of Agent, the Lenders or Completion Guarantor have any duty to
disclose any information to the Distributor concerning the Film, including but not limited to the
6
203368489 v8

 amount of the budget for the Film or the actual production costs thereof. Agent, the Lenders and
Completion Guarantor have not been requested to make any representations with respect to the
budget of the Film or any costs associated with the Film. The Distributor shall hold Agent, the
Lenders and Completion Guarantor harmless from any liability or damage that may be incurred
by the Distributor as a result of the budget for or any other fact or matter concerning the Film
being other than as represented by any other person.
(p)
Distributor shall promptly notify Agent and Completion Guarantor of any
claim by any other party that such party is entitled to receive any portion of the Distribution
Agreement Proceeds. Distributor agrees to pay all Distribution Agreement Proceeds in
accordance with this Agreement notwithstanding any such conflicting notice or claim.
3.

Representations and Warranties. The Distributor represents and warrants that:

(a)
No person, other than Agent and Completion Guarantor, has asserted any
prior claims to the Distribution Agreement Proceeds.
(b)
The Distribution Agreement is and shall remain in full force and effect and
the Distributor has all necessary power and has taken all action necessary to enter into this
Agreement and, upon its execution, this Agreement constitutes a valid, binding and enforceable
obligation of the Distributor in accordance with its terms; and no consent, waiver or approval of
any third party is necessary for the Distributor to enter into and perform this Agreement or
consummate any of the transactions contemplated hereby.
(c)
There are no agreements between the Distributor and the Licensor (or any
affiliate of the Licensor) affecting Delivery, the Minimum Guaranteed Payment, or the
Distributor’s right to distribute or exploit the Film, including any and all so-called “side
agreements,” other than the Distribution Agreement.
(d)
No Distribution Agreement Proceeds have been previously paid to the
Licensor or any other person.
(e)
No statements, promises, representations, or other statements have been
made to and relied upon by the Distributor in entering into the Distribution Agreement other than
the statements, promises, representations, and other statements expressly set forth in the
Distribution Agreement.
(f)
If the Distributor assigns to any person, other than Agent (for the benefit
of Agent and the Lenders), any of its rights under the Distribution Agreement (or any of its
obligations hereunder) as, and to the extent permitted hereunder, then the Distributor and the
assignee shall be jointly and severally liable to Agent and Completion Guarantor under this
Agreement and under the Distribution Agreement.
4.
Amendments, Modifications, Waivers, and Termination. Prior to receipt of the
Agent Notice and the Guarantor Notice, the Licensor and the Distributor shall not, without the
prior written consent of Agent and Completion Guarantor (a) waive, modify, amend or
supplement the Distribution Agreement in any manner that directly or indirectly adversely
affects Delivery or the Distribution Agreement Proceeds; or (b) terminate the Distribution
7
203368489 v8

 Agreement. Any such waiver, amendment, modification, supplement or termination without
Agent’s and Completion Guarantor’s prior consent is null and void ab initio; provided, however,
that notwithstanding the foregoing, the Distributor may terminate the Distribution Agreement
with respect to motion pictures for which there is no notice of assignment or similar agreement
then in effect between Distributor, on the one hand, and Agent and/or Completion Guarantor, on
the other hand.
5.
Reservation of Rights. The Distributor’s waivers, consents, approvals, and other
agreements hereunder are for the benefit of Agent, the Lenders and Completion Guarantor only.
As between the Licensor, RML Dist, and the Distributor, the Distributor reserves all of its rights
under the Distribution Agreement to the extent such rights are not inconsistent with either the
rights of Agent and/or Completion Guarantor or the obligations of Distributor to Agent and/or
Completion Guarantor pursuant to this Agreement. Without limiting the generality of the
foregoing: (a) nothing contained herein shall relieve RML Dist or Licensor of its respective
obligation to deliver the Film to the Distributor in accordance with the terms of the Distribution
Agreement, and (b) all of Distributor’s defenses to the payment of Distribution Agreement
Proceeds are reserved by Distributor as against RML Dist and Licensor but only to the extent
that the exercise of such rights does not derogate from Agent’s right and Completion Guarantor’s
right, as the case may be, to receive the Minimum Guaranteed Payment in full in accordance
with the terms of this Agreement.
6.

Arbitration.

(a)
All controversies, claims, disputes, or counterclaims between the parties
hereto concerning, based in any way upon, arising under, relating to, or arising in connection
with the Film or the Distribution Rights, this Agreement, satisfaction of the Conditions Precedent
including Delivery, or any resulting transaction, including, but not limited to, their respective
obligations hereunder, payment of the Minimum Guaranteed Payment and any other Distribution
Agreement Proceeds, a disagreement about the meaning, interpretation, application performance,
breach, termination, enforceability, or validity of this Agreement, and whether based on statute,
tort, contract, common law or otherwise, shall be subject to and resolved by mandatory binding
and expedited arbitration conducted under the auspices of the Independent Film and Television
Alliance and its rules in effect as of the date the request for arbitration is filed (the “Rules”);
provided, however, if the issue of whether Delivery has been effected is the subject of dispute,
then prior to the commencement of an arbitration proceeding with respect thereto, the parties
shall first follow the procedures set forth in Exhibit “A” attached hereto.
(b)
Each of the parties may initiate such an arbitration pursuant to the Rules.
The arbitration shall be held in Beverly Hills or Los Angeles, California (such site being herein
referred to as the “Forum”). The arbitration proceeding shall be conducted in the English
language. The Licensor, Distributor, Completion Guarantor and Agent shall abide by any
decision rendered in such arbitration, and agrees that any court having jurisdiction may enforce
such a decision.
(c)
If the issue of whether any of the Conditions Precedent has been effected
is the subject of any arbitration proceeding hereunder, then that issue (and only that issue) shall
be determined in a separate arbitration proceeding before any other claim is heard. The

8
203368489 v8

 Distributor may not assert in such proceeding any counter-claim or other offset, or any defense
other than the defense of a failure to effect one or more of the Conditions Precedent. That
arbitration proceeding shall continue on consecutive days excluding Saturdays and Sundays
(hereinafter “Business Day(s)”) until fully concluded, unless continued by the arbitrator for good
cause shown, but in no event shall that arbitration continue for more than five (5) Business Days
from the commencement thereof (exclusive of continuance days). The arbitration must result in
either a finding that (1) the applicable Conditions Precedent have been effected to the Distributor
and, if so, the date the applicable Conditions Precedent were effected, or (2) the applicable
Conditions Precedent have not been effected to the Distributor. If there is a finding that the
applicable Conditions Precedent were effected, then the arbitrator shall immediately issue an
award against the Distributor, ordering the Distributor to immediately pay the Minimum
Guaranteed Payment to Agent without asserting any defenses. Until the Distributor has
completely satisfied such award, the Distributor waives any and all rights to assert any and all
claims of any kind whatsoever (whether legal or equitable) against Agent, the Lenders and/or
Completion Guarantor in connection with or relating to the Film, this Agreement, the
Distribution Agreement, or the Distribution Agreement Proceeds. If there is a finding that
Delivery was not effected, then the arbitrator shall, subject to the terms, conditions, limitations
and exclusions of the Completion Guaranty for the Film, immediately issue an arbitration award
against Completion Guarantor, ordering Completion Guarantor, subject to the terms, conditions,
limitations and exclusions of the Completion Guaranty for the Film, to pay to Agent an amount
equal to Completion Guarantor’s liability to Agent under the Completion Guaranty in connection
with Completion Guarantor’s failure to effect Delivery to the Distributor under this Agreement
only and, provided that Completion Guarantor makes such payment to Agent, the Distribution
Rights shall automatically terminate and be assigned to Completion Guarantor and Completion
Guarantor may thereafter deal with the Distribution Rights without further regard to the
Distributor (without waiver of the Licensor’s rights against the Distributor or the Distributor’s
rights against the Licensor), and Distributor agrees that it shall execute and deliver to the
Completion Guarantor, within ten (10) business days after Completion Guarantor’s request
therefor, such documents and other instruments as shall be requested by Completion Guarantor
to evidence such termination and assignment.
(d)
The arbitration award shall also provide for payment by the losing party
(i.e., the party or parties against whom an arbitration award is issued) of: (i) the fees and costs
incurred in connection with said arbitration, as well as the reasonable outside attorneys’ fees and
costs incurred by the prevailing parties (i.e., all parties to the arbitration other than the losing
party), and (ii) interest on said award to Agent at the same non-default interest rate payable to the
Lenders under the Loan Agreement commencing on either (x) if there was a finding that the
applicable Conditions Precedent were effected (or were deemed to have been effected), the date
when the applicable Conditions Precedent were effected (or were deemed to have been effected)
or (y) if there was a finding that Delivery was not effected (and was not deemed to have been
effected), the Outside Delivery Date (as defined on Exhibit “A” hereto), and accruing until the
amount awarded to Agent has been paid in full, except that if Completion Guarantor is the losing
party, such interest payment to Agent shall be made subject to the terms, conditions, limitations
and exclusions of the Completion Guaranty for the Film. The arbitrator shall immediately upon
conclusion of the arbitration proceedings, render and issue a written decision.

9
203368489 v8

 (e)
Each of the parties hereto submits to the non-exclusive personal
jurisdiction of the courts of the Forum as an appropriate place for compelling arbitration or
giving legal confirmation of any arbitration award, and irrevocably waives any objection which it
may now or hereafter have to the venue of any such enforcement proceeding brought in any of
said courts and any claim of inconvenient forum. Service of process for all arbitration
proceedings may be made in accordance with the Rules. Service process in any judicial or other
proceeding (including proceedings to judicially confirm any arbitration award) may be made in
the manner provided in paragraph 7 hereof and shall be deemed effective as provided therein.
Distributor waives application of the procedures for service of process pursuant to the Hague
Convention for Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial
Matters.
(f)
Any claim or action of any kind (including, but not limited to, any claims
for breach of contract), against Agent arising out of or connected with this Agreement shall be
barred and waived unless asserted by the commencement of an arbitration proceeding within 180
days after the accrual of the action or claim. This limitation shall also apply to claims that might
otherwise be asserted against Agent as a “set-off,” credit, cross-complaint, or defense. This
section and the forgoing limitation shall survive termination of this Agreement.
7.
Notices. All notices, statements, and copies thereof given hereunder must be
given in writing at the addresses for the parties indicated below after their signatures, and must
be delivered either by hand, or by mail, or by email, or by facsimile transmission, or by
internationally recognized overnight courier (e.g., FedEx, UPS or DHL). Notices shall be
deemed to have been given and received when personally delivered (if by hand), or shown sent
by sender’s computer records provided that no subsequent delivery failure notification is issued
by the sender’s email server (if by email), or upon confirmed transmission by facsimile machine
with confirmation of successful transmission issued by the sender’s facsimile machine (if by
facsimile), or five (5) calendar days after dispatch by the sending party (if by mail), or two (2)
Business Days after dispatch by the sending party (if by internationally recognized overnight
courier). A courtesy copy of each notice given to Completion Guarantor shall be concurrently
provided to: UniFi Completion Guaranty Insurance Solutions, Inc. d/b/a UniFi Completion
Guarantors, 22287 Mulholland Highway, #367, Calabasas, California 91302 USA, Attention:
Steven Leib, Email: steven@unifibonds.com. A courtesy copy of each notice given to Agent
shall be concurrently provided to: Akin Gump Strauss Hauer & Feld, LLP, 2029 Century Park
East, Suite 2400, Los Angeles, California 90067 USA, Facsimile: +(310) 229-1001, Attention:
Marissa Román Griffith, Esq., Email: mroman@akingump.com.
8.
Other Agreements. If the parties enter into any other agreement concerning the
distribution of the Film, the parties hereto agree that the terms of this Agreement shall remain in
effect and supersede the terms of such other agreements to the extent they conflict with the terms
hereof.
9.
Miscellaneous. Except where expressly stated otherwise, this Agreement shall be
governed by and construed and enforced in accordance with the laws of the State of California
without regard to its conflicts of law rules. No amendment to this Agreement shall be effective
unless in writing and signed by each party hereto. As between Agent, Completion Guarantor and
the Distributor, the provisions of this Agreement are controlling notwithstanding any provision

10
203368489 v8

 of the Distribution Agreement or any other agreement among the parties to the contrary. If there
is a conflict between the terms of this Agreement and the Distribution Agreement, then as
between the Distributor, Agent and Completion Guarantor only, the terms of this Agreement are
controlling. This Agreement may be executed in counterparts, each of which together shall
constitute one and the same instrument. Delivery of any executed counterpart of this Agreement
by facsimile or transmitted electronically in a Portable Document Format (“PDF”) shall be
equally effective as delivery of a manually executed counterpart of this Agreement. Any party
delivering an executed counterpart by facsimile or PDF shall also deliver a manually executed
counterpart of this Agreement, but failure to do so shall not affect the validity, enforceability or
binding effect of this Agreement, and the parties hereby waive any right they may have to object
to said treatment. This Agreement is binding upon and shall inure to the benefit of Agent,
Licensor, Completion Guarantor and the Distributor, and their respective successors and assigns.
The Lenders may sell or assign any or all of its rights or obligations pursuant to the Loan
Agreement and all related agreements, including this Agreement, to any party acquiring any or
all of such Lenders’ rights with respect to the Loan Agreement. This Agreement is intended by
the parties hereto to be the final, complete, and exclusive expression of the agreement between them
with respect to the subject matter hereof. This Agreement supersedes any and all prior oral or
written agreements relating to such subject matter.
[SIGNATURES ON NEXT PAGE]

11
203368489 v8

 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date ?rst

written above.


Armored Car Productions, LLC

By: M7 

Its:
Ad ess for notic 

9242 Beverly Boulevard, Suite 300
Beverly Hills, California 90210
Attn: Head of Business Affairs
Fax No.: (310) 724-7701

Email: lindab@relativitymedia.com

GUARAN 

UniFi Completion Guaranty Insurance
Solutions, Inc. d/b/a UniFi Completion
Guarantors in the name of and on behalf of
Homeland Insurance Company of New York

By:
Its: Authorized Signatory

 

Address for notices:

Homeland Insurance Company of New York
c/o OneBeacon Entertainment

1100 Glendon Avenue, Suite 900

Los Angeles, CA 90024 USA

Attention: Peter Williams, President

Fax No.: +1 866 934 4992

Email: pwilliarns@0neBeacon.com


RML Distribution Domestic, LLC

By: 

Its: 
Add 33 for notices:

9242 Beverly Boulevard, Suite 300
Beverly Hills, California 90210
Attn: Head of Business Affairs
Fax No.: (310) 724-7701

Email: lindab@relativitymedia.com


Netflix, Inc.

By:
Its: VP, Content Acquisition

 

Address for notices:

335 N. Maple Drive, Suite 353

Beverly Hills, CA 90210

Attention: Bryony Gagan, VP, Business Legal
Affairs

Fax No.: +310 734-2999

Email: 


OneWest Bank NA, as Agent

By:
Its:

 

 

Address for notices:

2450 Broadway Avenue, Suite 400
Santa Monica, California 90404 USA
Attention: Joseph Woolf

Fax No.: (866) 568-9095

Email: ioseph.woolf@owb.com

Signature Page to Notice of Assignment Untitled Armored Car Project

 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first

written above.

Armored Car Productions, LLC

By:
Its:

 

 

Address for notices:

9242 Beverly Boulevard, Suite 300
Beverly Hills, California 90210
Attn: Head of Business Affairs
Fax No.: (310) 724?7701

Email: lindab@relativitymedia.com



UniF i Completion Guaranty Insurance
Solutions, Inc. d/b/a UniFi Completion
Guarantors in the name of and on behalf of
Homeland Insurance Company of New York

By:
Its: Authorized Signatory

 

Address for notices:

Homeland Insurance Company of New York
c/o OneBeacon Entertainment

1100 Glendon Avenue, Suite 900

Los Angeles, CA 90024 USA

Attention: Peter Williams, President

Fax No.: +1 866 934 4992

Email: pwilliams@0neBeacon.com


RML Distribution Domestic, LLC

By:
Its:

 

 

Address for notices:

9242 Beverly Boulevard, Suite 300
Beverly Hills, California 90210
Attn: Head of Business Affairs
Fax No.: (310) 724?7701

Email: lindab@relativitymediacom


Net?ix, Inc.

13% 

Its: Dire??fdifContent Acquisition

 

Address for notices:

335 N. Maple Drive, Suite 353

Beverly Hills, CA 90210

Attention: Bryony Gagan, VP, Business Legal
Affairs

Fax No: +310 734-2999

Email: 


OneWest Bank NA, as Agent

By:
Its:

 

 

Address for notices:

2450 Broadway Avenue, Suite 400
Santa Monica, California 90404 USA
Attention: Joseph Woolf

Fax No.: (866) 568?9095

Email: ioseph.woolf@owb.corn

 

Signature Page to Notice of Assignment Untitled Armored Car Project

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date ?rst

written above.


Armored Car Productions, LLC

By:
Its:

Address for notices:

9242 Beverly Boulevard, Suite 300
Beverly Hills, California 90210
Attn: Head of Business Affairs
Fax No.: (310) 724?7701

Email: lindab@relativitymedia.com



UniFi Completion Guaranty Insurance
Solutions, Inc. d/b/a UniFi Completion
Guarantors in the 

  

Address for notices:

Homeland Insurance Company of New York
c/o OneBeacon Entertainment

I 100 Glendon Avenue, Suite 900

Los Angeles, CA 90024 USA

Attention: Peter Williams, President

Fax No.: +1 866 934 4992

Email: pwilliams@OneBeacon.eom


RML Distribution Domestic, LLC

By:
Its:

Address for notices:

9242 Beverly Boulevard, Suite 300
Beverly Hills, California 90210
Attn: Head of Business Affairs

Fax No.: (310) 724-7701

Email: lindab@relativitymedia.eom


Net?ix, Inc.

By:
Its: Director, Content Acquisition

Address for notices:

335 N. Maple Drive, Suite 353

Beverly Hills, CA 902] 0

Attention: Bryony Gagan, VP, Business Legal
Affairs

Fax No.: +310 734?2999

Email: 


OneWest Bank N.A., as Agent

By:
Its:

 

 

Address for notices:

2450 Broadway Avenue, Suite 400
Santa Monica, California 90404 USA
Attention: Joseph Woolf

Fax No.: (866) 568-9095

Email: 

Signature Page to Notice of Assignment Untitled Armored Car Project

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first

written above.


Armored Car Productions, LLC

By:
Its:

 

 

Address for notices:

9242 Beverly Boulevard, Suite 300
Beverly Hills, California 90210
Attn: Head of Business Affairs
Fax No.: (310) 724-7701

Email: lindab@relativitymedia.com



UniFi Completion Guaranty Insurance
Solutions, Inc. d/b/a UniFi Completion
Guarantors in the name of and on behalf of
Homeland Insurance Company of New York

By:
Its: Authorized Signatory

 

Address for notices:

Homeland Insurance Company of New York
c/o OneBeacon Entertainment

1100 Glendon Avenue, Suite 900

Los Angeles, CA 90024 USA

Attention: Peter Williams, President

Fax No.: +1 866 934 4992

Email: pwilliams@0neBeacon.com


RML Distribution Domestic, LLC

By:
Its:

 

 

Address for notices:

9242 Beverly Boulevard, Suite 300
Beverly Hills, California 90210
Attn: Head of Business Affairs
Fax No.: (310) 724?7701

Email: lindab@relativitymedia.com


Net?ix, Inc. 

By:
Its: Director, Content Acquisition

 

Address for notices:

335 N. Maple Drive, Suite 353

Beverly Hills, CA 90210

Attention: Bryony Gagan, VP, Business Legal
Affairs

Fax No.: +310 734-2999

Email: 


OneWest Bank N.A., as Agent

By: 

Its:  

Address for notices:

2450 Broadway Avenue, Suite 400
Santa Monica, California 90404 USA
Attention: Joseph Woolf

Fax No.: (866) 568?9095

Email: ioseph.woolf@owb.com

Signature Page to Notice of Assignment Untitled Armored Car Project

EXHIBIT "A"
TO
NOTICE OF ASSIGNMENT
DELIVERY PROCEDURES
ARTICLE 1 – DEFINITIONS
1.1
Definitions. Capitalized terms used in this Exhibit “A” and not otherwise defined in this
Agreement, have the following meanings:
“Delivery” means delivery, by no later than the Outside Delivery Date, to the Distributor of
the Delivery Materials in accordance with the technical specifications set forth in Exhibit “B”, (“Technical
Specifications”), as determined in accordance with the delivery procedures and periods described in Article 2
hereof.
“Delivery Date” means February 17, 2016, subject to automatic extension for (i) any delays
caused by Events of Force Majeure and/or exigencies of production or post-production as the Completion
Guarantor may designate not to exceed sixty (60) days in the aggregate (“Inside Delivery Date”); and/or (ii) for
the duration of any notice, cure and inspection periods set forth in Article 2 herein (“Outside Delivery
Date”).
“Delivery Materials” means the High Definition – MPEG-2 (80 Mbps) files with multichannel 5.1 and LT/RT audio.
“Events Of Force Majeure” means any accident; fire; explosion; casualty; epidemic; act of God;
earthquake; flood; torrential rain; strike; walkout; picketing; lock-out; labor controversy or disturbance; civil
disturbance; embargo; riot; act of public enemy or terrorism; war or armed conflict (whether or not there has
been an official declaration of war); unavailability of essential materials and supplies, equipment, transportation,
power or other essential commodity; failure or delay of any transportation agency, laboratory, ratings board or
any other provider of essential supplies, equipment or other facilities or services; enactment of any law, any
judicial or executive order or decree; the action of any legally constituted authority; and the death, incapacity,
unavailability or default (including refusal to perform) of the director or any principal cast member or other
event or cause of the nature of force majeure beyond the control of Licensor or (if Completion Guarantor has
taken over production of the Film) Completion Guarantor, whether similar or dissimilar to any of the foregoing,
which causes an interruption or suspension of or materially hinders, interferes with or delays the production,
completion or Delivery of the Film.
ARTICLE 2 - DELIVERY PROCEDURES
2.1
Delivery Procedures. Whether Delivery has been effected shall be determined in accordance
with the following procedures:

203368489 v8

 (a)
On or before the Inside Delivery Date, the Licensor (with a copy to the Completion
Guarantor) or Completion Guarantor shall send the Distributor (with a copy to the Agent) a notice stating that
the Delivery Materials have been delivered to Distributor (the "Delivery Tender Notice").
(b)
The Distributor shall have thirty (30) days from and after its receipt of such Delivery
Tender Notice within which to verify or deny that Delivery has been effected and to give the Licensor,
Completion Guarantor and the Agent a notice stating either:
(i)

Delivery has been effected (a “Delivery Notice”), whereupon Delivery shall

have been effected; or
(ii)
Delivery has not been effected (a “First Objection Notice”), which First
Objection Notice must state in reasonable specificity and in detail the purported defect(s) in the Delivery
Materials and all items that must be delivered, corrected or otherwise modified in order to complete Delivery
(if an item is not specified in the First Objection Notice, Distributor shall be deemed to have accepted or
waived such item); provided, however, if within five (5) Business Days after its receipt of the First Objection
Notice the Licensor or Completion Guarantor requests additional information which it believes in good faith
is necessary in order to determine how any defect in the Delivery Materials can be cured, then the Distributor
shall respond in writing (with a copy to the other parties) and in good faith thereto within ten (10) calendar
days after the date of its receipt of such request (the “Response”).
(c)
If the Distributor gives a timely First Objection Notice and, if applicable a Response,
and Delivery is not deemed to have been effected, then the Licensor or Completion Guarantor shall, within
twenty (20) Business Days, commencing on the day after the later of the date of its receipt of the First
Objection Notice or the Response, as applicable, give the Distributor (with a copy to the other parties) a
notice stating that it has elected to cure the defects listed in the First Objection Notice (“First Cure Notice”),
cure those defects, and resubmit, as applicable, the purportedly cured or missing Delivery Materials to the
Distributor, all in accordance with the specifications of the First Objection Notice and the Response.
(d)
If a timely First Cure Notice is given as aforesaid and the purportedly cured or missing
Delivery Materials are timely re-tendered or tendered to the Distributor, then the Distributor shall, within a
fifteen (15) Business Day period, commencing on the date after its receipt of the First Cure Notice, verify
whether the defects in the Delivery Materials specified in the First Objection Notice have been cured and that
the Delivery Materials are now in accordance with the Technical Specifications and give the Licensor and
Completion Guarantor (with a copy to the Agent) either:
(i)

A Delivery Notice, whereupon Delivery shall have been effected; or

(ii)
A notice stating that Delivery has not been effected (the “Second Objection
Notice”), which Second Objection Notice must state in reasonable specificity and in detail the purported
defect(s) in the Delivery Materials and all items that must be delivered, corrected or otherwise modified in
order to complete Delivery (if an item or defect is not specified in the Second Objection Notice, Distributor
shall be deemed to have accepted or waived such item or defect); provided, however, if within ten (10)
Business Days after its receipt of the Second Objection Notice the Licensor or Completion Guarantor requests
additional information which it believes in good faith is necessary in order to determine how any defect in
203368489 v8

 the Delivery Materials can be cured, then the Distributor shall respond in writing (with a copy to the other
parties) and in good faith thereto within ten (10) Business Days after the date of its receipt of such request
(the “Second Response”).
(e) If the Distributor gives a timely Second Objection Notice and, if applicable a Second
Response, and Delivery is not deemed to have been effected, then the Licensor or Completion Guarantor
shall, within fifteen (15) Business Days, commencing on the day after the later of the date of its receipt of the
Second Objection Notice or the Second Response, as applicable, give the Distributor (with a copy to the
other parties) a notice stating that it has elected to cure the defects listed in the Second Objection Notice
(“Second Cure Notice”), cure those defects, and resubmit, as applicable, the purportedly cured or missing
Delivery Materials to the Distributor, all in accordance with the specifications of the Second Objection
Notice and the Second Response.
(f) If a timely Second Cure Notice is given as aforesaid and the purportedly cured or missing
Delivery Materials are timely re-tendered or tendered to the Distributor, then the Distributor shall, within a
ten (10) Business Day period, commencing on the date after its receipt of the Second Cure Notice, verify
whether the defects in the Delivery Materials specified in the Second Objection Notice have been cured and
that the Delivery Materials are now in accordance with the Technical Specifications and give the Licensor
and Completion Guarantor (with a copy to the Agent) either:
(i)

A Delivery Notice, whereupon Delivery shall have been effected; or

(ii)
A notice stating that Delivery has not been effected (the “Third Objection
Notice”), which Third Objection Notice must state in reasonable specificity and in detail the purported
defect(s) in the Delivery Materials and all items that must be delivered, corrected or otherwise modified in
order to complete Delivery (if an item or defect is not specified in the Third Objection Notice, Distributor
shall be deemed to have accepted or waived such item or defect);
(g) If the Distributor gives a timely Third Objection Notice and Delivery is not deemed to
have been effected, then the Licensor or Completion Guarantor shall (as soon as reasonably possible) but in
no event later than fifteen (15) Business Days (“Third Cure Period”), commencing on the day after the later
of the date of its receipt of the Third Objection Notice either:
(i) give the Distributor (with a copy to the other parties) a notice stating that it has
elected to cure the defects listed in the Third Objection Notice (“Third Cure Notice”), cure those defects, and
resubmit, as applicable, the purportedly cured or missing Delivery Materials to the Distributor, all in
accordance with the specifications of the Third Objection Notice; or
(ii) deliver to Distributor (with a copy to the other parties) a notice (an “Arbitration
Notice”) stating that Licensor or Completion Guarantor on its behalf has elected to commence an arbitration
proceeding in accordance with paragraph 6 of this Agreement to determine whether Delivery has been
effected notwithstanding the Third Objection Notice.
2.2

203368489 v8

Permitted Objections; Waivers; Deemed Delivery.

 (a)
The Distributor may not assert any other grounds for objecting to the tendered
Delivery Materials other than the Delivery Materials have either not been delivered to the Distributor or that
the Delivery Materials are not in accordance with the Technical Specifications.
(b)
Notwithstanding any provision of this Agreement to the contrary: (i) Delivery shall be
deemed to have been effected (but with the Distributor reserving all rights and remedies against the Licensor)
if the Distributor fails to give either a Delivery Notice or any objection notice within the applicable time
period (time being of the essence) specified in paragraph 2.1, or fails to provide a Response when due; (ii)
defects in those Delivery Materials not specified in any objection notice as requiring delivery, correction or
other modification shall be conclusively presumed to be complete and delivered and compliant with the
Technical Specifications or waived, as appropriate, for the purposes of this Agreement.
(c)
Delivery, whether pursuant to a Delivery Notice being given by the Distributor or
Delivery being “deemed” to have been effected, means that Delivery is conclusively presumed to have been
effected for all purposes of this Agreement.
(d)
No term hereof shall require the Licensor or Completion Guarantor to cure all items
identified by the Distributor in any objection notice if (a) the Licensor or Completion Guarantor does not
agree, in its good faith commercial judgment, with the Distributor’s claim that such items require cure in
order for the Delivery Materials to be in accordance with the Technical Specifications (each such item a
“Non-Cured Item”) ”) and (b) the Completion Guarantor has used reasonable efforts to cure such Non-Cured
Item, provided that Distributor has provided Completion Guarantor with recommendations or instructions in
reasonable specificity and in detail as to how the purported defect(s) in the Delivery Materials can be
corrected or otherwise modified in order to complete Delivery and provided a Response (if one was
requested). The Licensor and Completion Guarantor may claim during any later arbitration proceeding that
such Non-Cured Items were not defective when originally tendered.
2.3
Delivery Arbitration. If any party elects to submit a Delivery dispute under this Article 2 to
binding arbitration as and when permitted under the terms hereof, then immediately after that election
Completion Guarantor or the Licensor shall and the Agent may initiate an arbitration proceeding in
accordance with paragraph 6 of this Agreement.
2.4
Deemed Arbitration Notice. If Completion Guarantor or the Licensor fails to give any cure
notice, or a notice stating that it is commencing an arbitration proceeding, within the required time period,
then the Licensor and Completion Guarantor shall be conclusively presumed and deemed to have elected to
commence an arbitration proceeding in accordance paragraph 6 of this Agreement.

203368489 v8

 EXHIBIT “B”
TO
NOTICE OF ASSIGNMENT

Objective
The$purpose$of$this$document$is$to$give$a$high4level$summary$of$our$Digital$Asset$Requirements.$
The$Netflix®$streaming$service$offers$an$outstanding,$high4quality$viewing$experience$for$our$customers.$We$ask$that$our$
content$partners$help$us$to$maintain$this$standard$by$following$our$Material$Requirements$below.$For$more$technical$detail$
and$instructions$in$preparing$files$for$Netflix,$see$Netflix(Full(Specifications(and(Operators(Manual.( (
https://netflix.box.com/FullSpecifications$

Primary Digital (video) Assets
Format$

HD$
1920x1080$
1280x720$

SD$
720x480/486$
720x576$

File%Specifications$

Container$

MPEG42$Transport$Stream$

QuickTime$MOV$
(iTunes$package$format)$

MPEG42$Transport$Stream$

QuickTime$MOV$
(iTunes$package$format)$

Video$

MPEG42$80$Mbps,$
i4frame$only$
ProRes$422$HQ$
(~220$Mbps)$
MPEG42$50$Mbps,$
i4frame$only$
ProRes$422$HQ$
(~50$Mbps)$

Audio$
AES3$LPCM;$PCM;$
MPEG$Layer$1,2,$
One$track$–$multi4$
channel$
LPCM,$
iTunes$channel$
configuration$
AES3$LPCM;$PCM;$
MPEG$Layer$1,2,$
One$track$–$multi4$
channel$
LPCM,$iTunes$
channel$
configuration$

Files1MUST:$
•
•
•
•

•
•
•

Match$the$original(frame(rate(and(aspect(ratio(of$program$as$it$was$originally$shot.$
Contain$a(minimum(of(1(frame(and(a(maximum(of(1(second(of(black(at(head(and(tail(of$the$program.$
If$Source$Material$has$commercial$blacks,$each$commercial$black$segment$must$be$trimmed$down$to$2(seconds(or(
less(before$delivery.$
Contain$the$non@subtitled(version.$Netflix$defines$“non4subtitled”$as$the$presence$of$main$titles,$end$credits,$narrative$
text,$location$call4outs,$and$other$supportive/creative$text,$but$the$absence(of(burned@in(subtitled(dialogue,$regardless$
of$the$language$in$the$primary$video.$
Have$audio$and$video$muxed$into$one$file.$
Have$audio$conform$(sync)$to$video$within$the$MPEG4TS$or$MOV$container.$
Have$audio$and$video$duration$match$within$1$second.$

203368489 v8

 Files1MUST1NOT1contain1any1of1the1following:$
Bars$and$Tone$
Production$Slates$
Placards$
$

VITC$(vit4see)$Time$Code$
Ratings$Cards$
Overlay$Branding$
$

Advertisements$
FBI$Warning$Cards$
Website$Links$
$

Subtitles
Subtitles1MUST:$
•
•
•

Encompass$the$spoken$dialogue$intended$to$be$understood$that$differs$in$language$from$the$subtitle$file.$
Translate$any$narrative$burned4in$text$that$is$in$a$different$language$from$the$subtitle$file.$
Conform,$within$a$half$second,$to$the$Primary$Video$Mezzanine$that$is$delivered$or$to$a$Netflix4provided$
Proxy$File.$

Acceptable1formats:$
• TTML$(valid$extensions$are$.dfxp$and$.xml)$–$PREFERRED$if$creating$from$scratch$
• STL$(EBU)$

3.1%Forced Narrative Subtitles
Our$preference$is$to$receive$a$non4subtitled$video$source$of$the$program$(as$referenced$in$section$2).$

Forced1Narrative1Subtitles1MUST:$
•

Be$delivered$as(secondary(files.$

Forced$Narrative$subtitles$are$required$when:$
• An$alternate$language$from$the$primary$language$is$spoken$(and$intended$to$be$understood$by$viewer).$
• There$is$inaudible$dialogue$that(is(subtitled(in(the(original(broadcast(or(theatrical(presentation.$
Example:(An(English@language(film(has(5(minutes(of(Japanese(dialogue(and(is(to(be(streamed(to(U.S.(customers.(The(desired(
video(would(not(include(burned@in(subtitles(for(the(Japanese(sections.(A(Forced(Narrative(subtitle(file(would(be(supplied(that(
contains(the(Japanese(dialogue(translated(into(English.(The(Forced(Narrative(file(w(ould(not(have(the(original(English(dialogue(
transcribed.$

Accessibility Files
4.1%CC and SDH
CC$–$Closed$Captions$(English$language$only)$and$SDH$(Subtitles$for the$Deaf$and$Hard$of$Hearing)$

CC/SDH1files1MUST:$
•
•

Encompass$all$spoken$dialogue,$including$foreign4language$dialogue,$intended$to$be$understood$during$the$program.$
Contain$descriptors,$identifiying$important$non4dialogue$sounds.$

Acceptable1Closed1Caption1Files:$
• TTML$(valid$extensions$are$.dfxp$and$.xml)$
• SCC$
203368489 v8

 Acceptable1SDH1Files:$
• TTML$(valid$extensions$are$.dfxp$and$.xml)$
• STL$(EBU)$

4.2%Descriptive Audio
Descriptive1audio1MUST:$
•

•
•

Consist$of$the$full$stereo$mix$including$the$descriptive$dialogue.$
Be$delivered$as$a$separate$file,$i.e.,$not$muxed$in$with$the$primary$video$file.$
Adhere$to$technical$specifications$of$Alternate$Language$Audio$Files.$

Alternate Language Audio
Alternate1language1audio1MUST:$
• Be$delivered$as$a$separate$file,$i.e.,$not$muxed$in$with$the$primary$video$file.$
•

Conform$(sync)$with$the$primary$A/V$mezzanine.$

Acceptable1Alternate1Language1Audio1Files:$
Container$
MP4$
MPEG4TS$
MOV$or$WAV$

Codec$
AAC$
AES3$LPCM$
Uncompressed$PCM$

5.1%Dub Cards
Dub1Cards1MUST:$
•

•
•

If$dubbed$audio$files$are$sent,$distributor$shall$deliver$such$Dub$Cards$to$Netflix$formatted$exactly$as$they$are$to$
appear$on4screen.$No$extraneous$information$can$be$included$beyond$the$language$of$dub,$studio$name,$cast$
and$other$key$personnel$or$as$otherwise$required$by$law$in$the$territory$of$exhibition.$
Be$delivered$as$flat$image$files$(TIFF,$PNG,$BMP,$JPG)$
o Minimum$resolution$640x480,$with$a$1:1$Pixel$Aspect$Ratio$
If$multiple$dub$cards$are$needed$for$one$language,$a$ZIP$archive$must$be$delivered,$containing$all$dub$
card$image$files$for$that$particular$language$in$alpha4numeric$display$order.$One$language$per$ZIP.$

Metadata
Metadata1MUST:1Technical$or$source$metadata$must$be$delivered$via$The$Netflix$Backlot$via$XML.$ Descriptive$title$
metadata$must$be$delivered$via$an$excel$template,$unless$otherwise$specified$(i.e.,$XML).$
Here$is$the$full$documentation$of$the$XML$specification,$including$the$XML$Schema$Definition,$which$describes$the$required$and$
optional$metadata$elements$need$for$delivery:$[$ http://goo.gl/sJTLQ ]

File Delivery
Netflix$requires$Aspera$for$Source$Asset$delivery.$Netflix$will$provide$a$free$Aspera$account,$if$necessary.$Distributor$shall$
deliver$Source$Material$via$The$Netflix$Backlot.$The$Netflix$Backlot$will$be$accessible$via$GUI$(graphical$user$interface)$and,$in$
the$future,$through$API$(application$programming$interface)$integration$with$the$Distributor’s$asset$management$system.$
203368489 v8

 203368489 V8

Artwork
In$addition$to$any$other$art$requirements$under$this$Agreement,$Distributor$shall$deliver$to$Netflix$the$following$art$
for$each$Title$in$compliance$with$the$below$requirements:$Vertical,$Horizontal,$Title$Card,$Stills,$Story$Art,$
Character$Art$and$Title$Treatment$(each$as$defined$below)$delivered$via$Backlot$in$the$highest$quality$available$to$
Distributor$or$its$affiliates.$Images$provided$will$be$used$within$the$Netflix$service$(including,$without$limitation,$on$
all$Netflix$Ready$Devices,$through$the$website,$User$Interfaces,$applications,$blogs,$social$networking$sites$and$our$
communications$with$members$and$potential$members)$and$in$marketing$materials$promoting$the$titles’$
availability$on$Netflix.$
**All1art1shall1be1provided1in1localized1format1(i.e.,1as1it1is1marketed1in1the1Territory)1including1Title1Treatments1
in1each1language1in1which1the1Title1may1be1exhibited1under1the1Agreement.**$
Please$refer$to$the$Netflix$Artwork$Style$Guide$for$all$art$requirements$and$requests.$A$Style$Guide$can$be$
requested$via$email$at$CreativeServices@netflix.com.$

8.1%Display Art – Vertical, Horizontal, and Title Card
Three$(3)$high4resolution$images$are$required$for$every$Title$that$represents$the$feature$film$or$television$series.$All$
three$Display$Art$images$should$be$from$the$same$key$image.$
Each$Vertical,$Horizontal,$and$Title$Card$display$art$should$have:$
• No$extraneous$text$such$as$quotes,$taglines,$credits,$copyrights,$billing$blocks$
• No$extraneous$logos$such$as$DVD,$Blu4ray,$award$laurels,$studio$logos$
• Title$treatment$and$keyart$on$separate$layers$in$PSD$
Artwork1Asset$
Display$Art$Vertical$

Display$Art$Horizontal$

Display$Art$Title$Card$

Image1Specifications$
571$(w)$x$800$(h)$
300$ppi$
RGB$(84bits/channel)$
1280$(w)$x$720$(h)$
300$ppi$
RGB$(84bits/channel)$

File1Formats$
Layered$PSD$and$
High$Resolution$JPG$

265$(w)$x$149$(h)$
300$ppi$
RGB$(84bits/channel)$

Layered$PSD$and$
High$Resolution$JPG$

Layered$PSD$and$
High$Resolution$JPG$

Requirements$
For$television$shows,$vertical$artwork$should$not$
have$title$treatment$in$the$lower$1/5$of$the$
image$area.$
Should$use$same$key$image$as$Vertical$with$the$
layout$optimized$for$a$landscape$image.$
Horizontal$artwork$should$not$have$title$
treatment$in$the$lower$1/5$of$the$image$area.$
Title$treatment$on$a$themed$background.$

8.2%Story Art
One$(1)$high4resolution$image$is$required$for$every$feature$film$and$every$television$series$to$represent$the$main$
character(s)$in$a$staged$scene$that$depicts$the$theme$of$the$Title.$
Artwork$
Asset$
Story$Art$

203368489 v8

Image$
File1Format$
Description$
Specifications$
1920$(w)$x$1080$(h)$ High$Resolution$JPG$ A$stylized,$high4gloss,$eye4catching$image$of$the$main$
300$ppi$
character(s)$posed$to$depict$the$theme$of$the$feature$film$or$

 RGB$(84$
bits/channel)$

television$series.$No$title$treatments,$text,$logos,$or$copyright$
lines.$No$weapons$pointing$at$camera,$extreme$gore,$or$nudity.$

8.3%Stills
Three$(3)$high4resolution$images$are$required$to$represent$each$feature$film$or$episode$of$television$series.$All$
images$must$be$cleared$for$promotional$use.$
Artwork1Asset$
Still$image$

Image1Specifications$
1920$(w)$x$1080$(h)$or$
1440$(w)$x$1080$(h)$
300$ppi$
RGB$(84bits/channel)$

File1Format$
High$Resolution$
JPG$

Description$
Three$(3)$stills$per$feature$film/television$episode$
required.$For$television$series,$stills$shall$be$
provided$per$episode$representing$that$episode$
best;$for$feature$films,$a$still$that$represents$the$
film$as$a$whole.$No$text,$logos,$or$copyright$lines.$
No$weapons$pointing$at$camera,$extreme$gore,$
or$nudity.$

8.4%Character Art
One$(1)$high4resolution$image$is$required$for$every$feature$film$or$television$series$(animated$or$live$action)$that$is$
appropriate$for$viewing$by$children$and$family.$
Artwork$
Asset$
Character$
Art$

Image$
File1Format$
Specifications$
Variable$(w)$x$720$ Layered$PSD,$EPS$
(h)$
300$ppi$RGB$
(84$
bits/channel)$

Description$
Forward4facing,$full4body$character$shall$not$be$
obstructed$by$text,$objects$or$other$characters.$Art$shall$
not$include$any$borders$or$frames.$Image$should$have$a$
transparent$background.$

8.5%Title Treatment
One$(1)$high4resolution$image$is$required$for$every$feature$film$or$television$series.$Title$Treatment$should$be$
identical$to$that$provided$within$the$Display$Art$images.$
Artwork$
Asset$
Title$
Treatment$

203368489 v8

Image$
Specifications$
800$(w)$x$340$(h)$
300$ppi$RGB$
(84$
bits/channel)$

File1Format$

Description$

High$Resolution$PNG$ The$title$treatment$should$be$bottom/left$aligned$and$
with$Transparency$ should$fill$the$image$height$or$width.$Image$background$
and$Layered$PSD$
should$be$transparent.$ Art$should$not$include$any$
borders$or$frames.$No$logos,$copyright$lines,$taglines,$or$
quotes.$

 Change Summary
Changes$from$Spec$and$Delivery$Overview464141$
Changed$the$format$of$dub$cards$from$text$files$to$image$files,$requiring$ZIP$archives$in$cases$where$multiple$
images$are$needed$for$a$single$language.$ Renamed$timed$text$file$type$from$DFXP$to$TTML.$ DFXP$is$a$subset$
of$TTML.$ The$spec$of$the$timed$text$files$did$not$change.$
Changes$from$Spec$and$Delivery$Overview4640$
The$significant$changes$to$the$Spec$and$Delivery$Overview$64141$include$two$new$asset$types;$descriptive(audio(for$
the(blind(and$dub(cards.$ We$have$also$reduced$our$acceptable$timed$text$file$types$to$.scc,$.stl,$and$.dfxp.$$These$
files$all$support$necessary$positional$data$that$we$now$utilize$in$our$encoding$pipeline.$ The$timing$requirement$
for$
23.976$subtitles$and$captions$has$been$changed$to$match$the$playback$time,$instead$of$SMPTE$24$timecode.$
We$have$added$.wav$files$as$an$acceptable$asset$type$for$dubbed$audio$files.$$The$artwork$section$has$
been$thoroughly$overhauled$to$support$our$new,$richer,$user$interfaces.$ The$length$of$the$overview$document$
has$been$shortened$from$8$pages$to$6$pages.$
$

203368489 v8

 EXHIBIT 

NOTICE OF ASSIGNMENT
This Notice of Assignment (“Agreement”) is entered into as of September 4, 2014, by
and between Netflix, Inc. a Delaware corporation (the “Distributor”), DR Productions, LLC, a
California limited liability company (“Licensor”), RML Distribution Domestic, LLC (as
successor-by assignment from Relativity Media, LLC) (“RML Dist”), UniFi Completion
Guaranty Insurance Solutions, Inc. d/b/a UniFi Completion Guarantors (“UniFi”) acting in its
capacity as agent and attorney-in-fact for Homeland Insurance Company of New York (the
“Completion Guarantor”), and OneWest Bank N.A, as agent (“Agent”) for itself and the Lenders
(as defined below), in reference to the following facts:
A.
The Licensor owns certain distribution rights in and to the motion picture
tentatively entitled Disappointments Room (by whatever title such motion picture is now or may
hereafter become known, the “Film”).
B.
RML Dist and Distributor have entered into that certain License Agreement for
Internet Transmission, dated as of June 1, 2010, as amended by Amendment No. 1, dated
November 1, 2010, Amendment No. 2, dated August 31, 2011, and Amendment No. 3, dated
October 20, 2011 (that agreement, as heretofore amended, modified or supplemented, the
“Netflix Output Agreement”), ”), and pursuant thereto, RML Dist, Licensor and Distributor
executed a Base Rate Title Designation Notice, dated as of July 21, 2014, relating to the
distribution and exploitation of the Film (the “Base Rate Title Notice”; and together with the
Netflix Output Agreement, solely insofar as the Film is concerned and all other documents
executed in connection therewith, as hereafter amended, modified or supplemented to the extent
permitted herein from time to time, the “Distribution Agreement”), for the territory of the United
States (including without limitation the fifty (50) States and the territories as further defined in
the Distribution Agreement (the “Territory”). Pursuant to the Base Rate Title Notice, the Film
has been designated as a “Title”, “Base Rate Title” and a “Relativity Title” (as such terms are
defined in the Distribution Agreement) in accordance with the terms of the Distribution
Agreement.
C.
Pursuant to the Distribution Agreement, the Licensor licensed to the Distributor
the exclusive right and license to exhibit and transmit the Film in the Included Formats on an
SVOD basis within the Territory by means of Internet Transmission via the Netflix Service to
NEDs during the Availability Period (those exploitation rights in the Film, along with any other
distribution, promotion or reproduction rights with respect to the Film are hereinafter collectively
referred to as the “Exploitation Rights”). The Exploitation Rights and any and all other rights
(excluding any distribution, promotion or reproduction rights in the Film for territories outside of
the Territory (as defined in the Netflix Output Agreement)) which Distributor may have
heretofore licensed or may hereafter acquire, liens, mortgages, charges, and security interests of
Distributor, if any, in or with respect to the Film or any physical elements thereof in the
Territory, whether under the terms of the Distribution Agreement or otherwise, being hereinafter
collectively referred to as the “Distribution Rights”. The terms “Availability Period,” “Included
Formats,” “Internet Transmission,” “License Fee,” “Netflix Service,” “NEDs,” “Non-Premium
VOD,” “Start Date,” “SVOD,” and “Availability Period” shall have the meaning ascribed to such
terms in the Distribution Agreement.

1
205370242 v2

 D.
Under the terms of the Distribution Agreement that apply to a Film that has been
designated as a “Base Rate Title”, as amended hereby, the Distributor has agreed to pay the
Licensor an amount equal to the greater of: (A) $3,700,000 (no withholding taxes applicable) or
(B) fifty percent (50%) of the License Fee (no withholding taxes applicable) in connection with
the Film (such greater amount, the “Minimum Guaranteed Payment”), which is payable under
the terms hereof upon satisfaction of all of the following conditions (“Conditions Precedent”):
the Minimum Guaranteed Payment is due and payable in full on the later of (1) Delivery (as
defined below) and (2) the earlier of (I) one hundred-twenty (120) days after the earlier of (a)
release of the Film for Home Video within the Territory or (b) the date of first Non-Premium
VOD exploitation of the Film or (II) twelve (12) months after the initial theatrical release of the
Film in the Territory; provided, however, that if the date set forth in (2) above has not occurred
on or before June 30, 2016, then (y) such date shall be deemed to occur on June 30, 2016, and (z)
the first Start Date for the first Availability Period for the Film shall be the earlier of (A) the date
set forth in (y) above and (B) the date prescribed in the Distribution Agreement. “Delivery”
shall be defined and determined in accordance with Exhibit “A” attached hereto. The parties
hereto acknowledge and agree that Completion Guarantor shall not have any obligation or
liability in respect of any of the Conditions Precedent, except for effecting Delivery.
Notwithstanding the foregoing, as between Distributor and Licensor payment of the Minimum
Guaranteed Payment as provided for herein shall not waive or be deemed to waive any right the
Distributor may have for a License Fee credit as provided for pursuant to Section 5.1 of the
Distribution Agreement (provided, however, that in no event shall the Minimum Guaranteed
Payment payable to Agent hereunder be less than $3,700,000).
E.
For the purpose of securing obligations owing to Agent, as agent for certain
lenders (the “Lenders”) from time to time, and the Lenders under a Loan and Security
Agreement (as such agreement may be amended, supplemented, restated, replaced or otherwise
modified, from time to time, the “Loan Agreement”), among Licensor, as borrower, the Agent,
and the Lenders, pursuant to which the Lenders agreed to make loans and advances to the
Licensor in order to pay for the costs of producing, exploiting and delivering the Film in
accordance with the terms therein, the Licensor has granted to Agent (for the benefit of the
Lenders) a first priority security interest in the Distribution Rights and all amounts payable by
the Distributor in connection with the Film under the Distribution Agreement (collectively, the
“Distribution Agreement Proceeds”), including the Minimum Guaranteed Payment.
F.
For the purpose of securing obligations owing to Completion Guarantor under a
completion agreement (as such agreement may be amended, supplemented or otherwise modified
from time to time, the “Completion Agreement), for the Film, pursuant to which (a) the
Completion Guarantor issued a completion guaranty (as such agreement may be amended,
supplemented or otherwise modified from time to time, the “Completion Guaranty”) in favor of,
inter alia, Agent in relation to the production and delivery of the Film in accordance with the
terms contained therein; and (b) subject and subordinate at all times to the rights and interests of
Agent and the Lenders, Licensor has granted to Completion Guarantor a security interest in and
to the all of Licensor’s right, title and interest in and to Film as security for the repayment of any
sums plus interest thereon actually advanced or expended by Completion Guarantor to cover
costs, expenses, claims, demands, and/or losses incurred by Completion Guarantor to complete
and deliver the Film either in the performance of their obligations or in the exercise of their
rights and powers under the Completion Agreement (“Completion Sums”).
2
205370242 v2

 G.
The parties hereto desire to determine their relative rights and obligations with
respect to the Distribution Agreement, the Distribution Rights, and the Distribution Agreement
Proceeds, and the priority of Agent’s and Completion Guarantor’s security interests with respect
thereto, in accordance with the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the
parties hereto agree as follows.
1.
Definitions. Initially capitalized terms used in this Agreement shall have the
following meanings, unless otherwise specified:
(a)
“Guarantor Notice” means a written notice delivered by Completion
Guarantor to Licensor, Agent and Distributor stating that Completion Guarantor has been repaid
in full all Completion Sums (if any).
(b)
“Agent Notice” means a written notice delivered by Agent to the
Distributor stating that all of the sums owing under the Loan Agreement have been indefeasibly
paid in full and the commitment of the Agent to make loans thereunder has been terminated.
2.

Distributor Covenants and Representations.

(a)
The Distributor shall pay directly to Agent (i) the Minimum Guaranteed
Payment in United States Dollars, as and when due hereunder; and (ii) the Distribution
Agreement Proceeds in United States Dollars, as and when due under the Distribution
Agreement, by wire transfer, at the bank account set forth below (or such other address or
account as Agent may designate in writing) (the “Collection Account”) until such time as the
Distributor receives both the Agent Notice and the Guarantor Notice:
Account Name:
Account No.:
Bank:
SWIFT Code:
ABA No.:
Reference:

DR Productions, LLC
1312011603
OneWest Bank N.A.
888 East Walnut Street
Pasadena, California 91101
OWBKUS6L
322270288
Disappointments Room – Netflix

(b)
After the Distributor receives the Agent Notice and Guarantor Notice, the
Distributor shall continue paying such Distribution Agreement Proceeds to the Collection
Account unless Licensor or RML Dist notifies Distributor in writing otherwise.
(c)
Agent and its representatives and Completion Guarantor and their
representatives (subject to the rights of Agent), in lieu of the Licensor, may exercise and enforce
all of the Licensor’s rights under the Distribution Agreement.

3
205370242 v2

 (d)
The Licensor acknowledges and agrees that any and all payments by the
Distributor of any Distribution Agreement Proceeds pursuant to paragraph 2(a) above shall
reduce, on a dollar-for-dollar basis, all amounts owing by Distributor to Licensor pursuant to the
Distribution Agreement in connection with the Film.
(e)
The Distributor may discharge its obligation to pay the Distribution
Agreement Proceeds only by paying such amounts in accordance with paragraphs 2(a) and (after
the Distributor receives the Agent Notice and Guarantor Notice) 2(b) hereof. The Distributor
may not discharge that obligation by paying the Distribution Agreement Proceeds to the Licensor
or any other person. IF THE DISTRIBUTOR PAYS ANY OF THE DISTRIBUTION
AGREEMENT PROCEEDS OTHER THAN IN ACCORDANCE WITH PARAGRAPH 2(a)
AND (AFTER THE DISTRIBUTOR RECEIVES THE AGENT NOTICE AND GUARANTOR
NOTICE) 2(b) HEREOF, THEN DISTRIBUTOR WILL BE LIABLE FOR PAYMENT OF
THOSE AMOUNTS EVEN IF THIS MEANS THAT THE DISTRIBUTOR MAY BE LIABLE
FOR DOUBLE PAYMENT OF THOSE SUMS.
(f)
The payment of the Minimum Guaranteed Payment in full, as and when
due hereunder, is a condition precedent to the grant to the Distributor of any of the Distribution
Rights. If Distributor defaults in its obligation to pay the Minimum Guaranteed Payment in
accordance with the terms hereof, Distributor shall have thirty (30) days after Distributor’s
receipt of written notice of such default to pay such Minimum Guaranteed Payment. If,
following such thirty (30) day period, the Minimum Guaranteed Payment still has not been paid
in full in accordance with the terms hereof, then Distributor’s interest in the Distribution Rights
will be fully, automatically, and immediately terminated without further action or notice.
(g)
The Distributor’s obligation to pay the Minimum Guaranteed Payment as
set forth herein is conditioned only on satisfaction of the applicable Conditions Precedent.
(h)

Intentionally Omitted.

(i)
The Distributor waives, as to Agent and Completion Guarantor only, all
defenses to the payment of the Minimum Guaranteed Payment and as a basis for rejection of
Delivery only other than a failure to satisfy the Conditions Precedent. Without limiting the
generality of the foregoing, the Distributor hereby waives, as to Agent and Completion
Guarantor only, all of the following defenses to the payment in full of the Minimum Guaranteed
Payment and as a basis for rejection of Delivery only each of which is also hereby waived with
respect to Agent and Completion Guarantor provided the Conditions Precedent are satisfied: any
discount or offset to, or reduction thereof, for any reason whatsoever (including by reason of the
revenues of, or any obligation of the Licensor to pay the expenses of, the Film or of any other
motion picture licensed to Distributor under any present or future agreement), any “chain of
title” defect, any right to apply the Distribution Agreement Proceeds to any obligation of the
Licensor (whether under the Distribution Agreement or under any other present and future
agreements with the Licensor), counterclaim, right to withhold the Distribution Agreement
Proceeds for withholding taxes, failure of the Film to comply with the censorship requirements
of any governmental authority, the failure of the Film to be theatrically released, the failure of
the Film to comply with any release requirements (such as the failure of the Film to be released
on a certain number of screens, the print and advertising spend not being met, the failure of the

4
205370242 v2

 Film to meet a certain run time, or any similar release requirement), the Film having a rating
different from that anticipated (provided, however, the version of the Film delivered to the
Distributor shall have the same rating as the version of the Film delivered to the domestic
distributor of the Film), any other claimed credit, right, defense, or other claim (legal or
equitable) which the Distributor may have against the Licensor pursuant to the Distribution
Agreement or otherwise, any claim of any breach or default by the Licensor under the
Distribution Agreement or the agreements pursuant to which the Licensor is to acquire the
Distribution Rights, and any claim of refund if the Film has a DBO (as such term is defined in
the Distribution Agreement) of less than $5,000,000 or any other claim set forth in Section 5.1 of
the Distribution Agreement.
(j)
Any Distribution Agreement Proceeds paid to Agent or Completion
Guarantor by the Distributor shall not be subject to refund or return by Agent, the Lenders or
Completion Guarantor for any reason whatsoever. If it is determined pursuant to an arbitration
conducted under paragraph 6 hereof that Delivery has not and cannot be effected to the
Distributor or if Completion Guarantor acknowledges, in writing, that Delivery has not and
cannot be effected, then, unless Distributor waives any requirements of Delivery which will not
or cannot be satisfied and pays the Minimum Guaranteed Payment as provided for herein, the
Distribution Rights shall thereupon automatically terminate.
(k)
Agent and Completion Guarantor have taken an assignment only of the
rights of the Licensor under the Distribution Agreement, including the right to receive payment
of the Distribution Agreement Proceeds. None of the Agent, the Lenders nor the Completion
Guarantor have assumed any of the Licensor’s obligations or liabilities thereunder. The
Distributor shall look solely to Licensor and RML Dist for the performance and discharge of any
such obligations and liabilities.
(l)
Any and all liens, mortgages, charges, and other security interests created
by the Licensor or any of its predecessors-in-interest in Agent’s (for the benefit of Agent and the
Lenders) favor in or with respect to the Film, the Distribution Rights or the Distribution
Agreement Proceeds or in Completion Guarantor’s favor in or with respect to the Film, the
Distribution Rights or the Distribution Agreement Proceeds shall be senior to and have priority
over any and all of the Distributor’s rights, liens, or entitlements to the Distribution Rights, the
Distribution Agreement Proceeds and/or otherwise under the Distribution Agreement (all which
are hereby subordinated to Agent’s (for the benefit of Agent and the Lenders) and Completion
Guarantor’s respective security interests and other rights with respect to the Film, the
Distribution Rights and/or Distribution Agreement Proceeds); provided, however, that
notwithstanding anything contained herein, Agent and Completion Guarantor will not exercise
their respective security interests or other rights in the Distribution Rights or the Delivery
Materials in any manner that would materially and adversely prejudice, disturb, infringe upon,
interfere with, prevent or impede the full, complete, free and unencumbered purchase,
enjoyment, exploitation and exercise by the Distributor of the Exploitation Rights and the
Delivery Materials under the Agreement (as amended by this Agreement) unless and until the
Distributor fails to pay the Minimum Guaranteed Payment as and when due in full in accordance
with this Agreement (including any applicable notice and cure provisions provided herein) (the
“Non-Disturbance Commitment”). After Delivery has been effected and the Minimum
Guaranteed Payment has been paid in full by the Distributor as provided in this Agreement, the
5
205370242 v2

 security interests respectively granted by Licensor to the Agent (for the benefit of Agent and the
Lenders) and Completion Guarantor in the Exploitation Rights and the Delivery Materials (only)
shall be deemed automatically terminated and each of the Agent and Completion Guarantor shall
(promptly after its receipt of Distributor’s written request therefor) execute and authorize any
and all copyright mortgage releases, UCC statements or other documents necessary to effect and
evidence such partial release of its respective security interests in the Exploitation Rights and the
Delivery Materials (only), all without recourse upon or warranty by the releasing party and at the
sole cost and expense of the Licensor; provided, however, that, notwithstanding such automatic
termination of such security interests in the Exploitation Rights and the Delivery Materials as
aforesaid, (i) until all sums owing under the Loan Agreement have been indefeasibly paid in full
and the commitment of the Lenders to make loans thereunder has been terminated, the security
interests granted by Licensor to the Agent (for the benefit of Agent and the Lenders) shall
continue in all other Distribution Rights (save for the Exploitation Rights and the Delivery
Materials), the Distribution Agreement Proceeds and in all of Licensor’s contractual rights under
the Distribution Agreement, and shall enjoy priority over any interest therein in favor of the
Distributor subject to the Agent’s Non-Disturbance Commitment and (ii) until no further sums
are owed to Completion Guarantor with respect to the Film and Completion Guarantor has been
released in writing from its obligations under the Completion Guaranty by the beneficiaries to
the Completion Guaranty, the security interests granted by Licensor to Completion Guarantor
shall continue in all other Distribution Rights (save for the Exploitation Rights and the Delivery
Materials), the Distribution Agreement Proceeds (and in all of Licensor’s contractual rights
under the Distribution Agreement, and shall enjoy priority over any interest therein in favor of
the Distributor subject to Completion Guarantor’s Non-Disturbance Commitment.
Notwithstanding anything to the contrary set forth in this paragraph 2(l), Distributor hereby
reserves its rights under the Distribution Agreement and otherwise to offset against all
Distribution Agreement Proceeds in excess of the Minimum Guaranteed Payment.
(m)
Agent has the right to terminate the Distributor’s interests in the
Distribution Rights if the Distributor fails to pay the Minimum Guaranteed Payment in
accordance with the terms of this Agreement and such payment failure has not been cured in
accordance with paragraph 2(f) above. If the Distributor’s interests in the Distribution Rights are
terminated in accordance with the terms hereof, then none of the Agent, the Lenders nor
Completion Guarantor shall have any liability to the Distributor with respect to the Distribution
Rights, whether under the Distribution Agreement, this Agreement or otherwise.
(n)
Notwithstanding anything to the contrary contained herein, if the
Distributor or any of its sub-distributors releases, exhibits or exploits or authorizes the release,
exhibition or exploitation of the Film in any medium, then solely as between the Distributor,
Completion Guarantor and Agent, all of the Conditions Precedent, including Delivery, shall be
conclusively and unconditionally presumed to have been effected, and any unpaid portion of the
Minimum Guaranteed Payment shall thereupon be immediately due and payable in full.
(o)
None of Agent, the Lenders or Completion Guarantor have made and do
not make any representations or warranties, express or implied, with respect to the Film,
including the budget, the actual costs of the Film, the Distribution Rights or any other matter
concerning the Film. None of Agent, the Lenders or Completion Guarantor have any duty to
disclose any information to the Distributor concerning the Film, including but not limited to the
6
205370242 v2

 amount of the budget for the Film or the actual production costs thereof. Agent, the Lenders and
Completion Guarantor have not been requested to make any representations with respect to the
budget of the Film or any costs associated with the Film. The Distributor shall hold Agent, the
Lenders and Completion Guarantor harmless from any liability or damage that may be incurred
by the Distributor as a result of the budget for or any other fact or matter concerning the Film
being other than as represented by any other person.
(p)
Distributor shall promptly notify Agent and Completion Guarantor of any
claim by any other party that such party is entitled to receive any portion of the Distribution
Agreement Proceeds. Distributor agrees to pay all Distribution Agreement Proceeds in
accordance with this Agreement notwithstanding any such conflicting notice or claim.
3.

Representations and Warranties. The Distributor represents and warrants that:

(a)
No person, other than Agent and Completion Guarantor, has asserted any
prior claims to the Distribution Agreement Proceeds.
(b)
The Distribution Agreement is and shall remain in full force and effect and
the Distributor has all necessary power and has taken all action necessary to enter into this
Agreement and, upon its execution, this Agreement constitutes a valid, binding and enforceable
obligation of the Distributor in accordance with its terms; and no consent, waiver or approval of
any third party is necessary for the Distributor to enter into and perform this Agreement or
consummate any of the transactions contemplated hereby.
(c)
There are no agreements between the Distributor and the Licensor (or any
affiliate of the Licensor) affecting Delivery, the Minimum Guaranteed Payment, or the
Distributor’s right to distribute or exploit the Film, including any and all so-called “side
agreements,” other than the Distribution Agreement.
(d)
No Distribution Agreement Proceeds have been previously paid to the
Licensor or any other person.
(e)
No statements, promises, representations, or other statements have been
made to and relied upon by the Distributor in entering into the Distribution Agreement other than
the statements, promises, representations, and other statements expressly set forth in the
Distribution Agreement.
(f)
If the Distributor assigns to any person, other than Agent (for the benefit
of Agent and the Lenders), any of its rights under the Distribution Agreement (or any of its
obligations hereunder) as, and to the extent permitted hereunder, then the Distributor and the
assignee shall be jointly and severally liable to Agent and Completion Guarantor under this
Agreement and under the Distribution Agreement.
4.
Amendments, Modifications, Waivers, and Termination. Prior to receipt of the
Agent Notice and the Guarantor Notice, the Licensor and the Distributor shall not, without the
prior written consent of Agent and Completion Guarantor (a) waive, modify, amend or
supplement the Distribution Agreement in any manner that directly or indirectly adversely
affects Delivery or the Distribution Agreement Proceeds; or (b) terminate the Distribution
7
205370242 v2

 Agreement. Any such waiver, amendment, modification, supplement or termination without
Agent’s and Completion Guarantor’s prior consent is null and void ab initio; provided, however,
that notwithstanding the foregoing, the Distributor may terminate the Distribution Agreement
with respect to motion pictures for which there is no notice of assignment or similar agreement
then in effect between Distributor, on the one hand, and Agent and/or Completion Guarantor, on
the other hand.
5.
Reservation of Rights. The Distributor’s waivers, consents, approvals, and other
agreements hereunder are for the benefit of Agent, the Lenders and Completion Guarantor only.
As between the Licensor, RML Dist, and the Distributor, the Distributor reserves all of its rights
under the Distribution Agreement to the extent such rights are not inconsistent with either the
rights of Agent and/or Completion Guarantor or the obligations of Distributor to Agent and/or
Completion Guarantor pursuant to this Agreement. Without limiting the generality of the
foregoing: (a) nothing contained herein shall relieve RML Dist or Licensor of its respective
obligation to deliver the Film to the Distributor in accordance with the terms of the Distribution
Agreement, and (b) all of Distributor’s defenses to the payment of Distribution Agreement
Proceeds are reserved by Distributor as against RML Dist and Licensor but only to the extent
that the exercise of such rights does not derogate from Agent’s right and Completion Guarantor’s
right, as the case may be, to receive the Minimum Guaranteed Payment in full in accordance
with the terms of this Agreement.
6.

Arbitration.

(a)
All controversies, claims, disputes, or counterclaims between the parties
hereto concerning, based in any way upon, arising under, relating to, or arising in connection
with the Film or the Distribution Rights, this Agreement, satisfaction of the Conditions Precedent
including Delivery, or any resulting transaction, including, but not limited to, their respective
obligations hereunder, payment of the Minimum Guaranteed Payment and any other Distribution
Agreement Proceeds, a disagreement about the meaning, interpretation, application performance,
breach, termination, enforceability, or validity of this Agreement, and whether based on statute,
tort, contract, common law or otherwise, shall be subject to and resolved by mandatory binding
and expedited arbitration conducted under the auspices of the Independent Film and Television
Alliance and its rules in effect as of the date the request for arbitration is filed (the “Rules”);
provided, however, if the issue of whether Delivery has been effected is the subject of dispute,
then prior to the commencement of an arbitration proceeding with respect thereto, the parties
shall first follow the procedures set forth in Exhibit “A” attached hereto.
(b)
Each of the parties may initiate such an arbitration pursuant to the Rules.
The arbitration shall be held in Beverly Hills or Los Angeles, California (such site being herein
referred to as the “Forum”). The arbitration proceeding shall be conducted in the English
language. The Licensor, Distributor, Completion Guarantor and Agent shall abide by any
decision rendered in such arbitration, and agrees that any court having jurisdiction may enforce
such a decision.
(c)
If the issue of whether any of the Conditions Precedent has been effected
is the subject of any arbitration proceeding hereunder, then that issue (and only that issue) shall
be determined in a separate arbitration proceeding before any other claim is heard. The

8
205370242 v2

 Distributor may not assert in such proceeding any counter-claim or other offset, or any defense
other than the defense of a failure to effect one or more of the Conditions Precedent. That
arbitration proceeding shall continue on consecutive days excluding Saturdays and Sundays
(hereinafter “Business Day(s)”) until fully concluded, unless continued by the arbitrator for good
cause shown, but in no event shall that arbitration continue for more than five (5) Business Days
from the commencement thereof (exclusive of continuance days). The arbitration must result in
either a finding that (1) the applicable Conditions Precedent have been effected to the Distributor
and, if so, the date the applicable Conditions Precedent were effected, or (2) the applicable
Conditions Precedent have not been effected to the Distributor. If there is a finding that the
applicable Conditions Precedent were effected, then the arbitrator shall immediately issue an
award against the Distributor, ordering the Distributor to immediately pay the Minimum
Guaranteed Payment to Agent without asserting any defenses. Until the Distributor has
completely satisfied such award, the Distributor waives any and all rights to assert any and all
claims of any kind whatsoever (whether legal or equitable) against Agent, the Lenders and/or
Completion Guarantor in connection with or relating to the Film, this Agreement, the
Distribution Agreement, or the Distribution Agreement Proceeds. If there is a finding that
Delivery was not effected, then the arbitrator shall, subject to the terms, conditions, limitations
and exclusions of the Completion Guaranty for the Film, immediately issue an arbitration award
against Completion Guarantor, ordering Completion Guarantor, subject to the terms, conditions,
limitations and exclusions of the Completion Guaranty for the Film, to pay to Agent an amount
equal to Completion Guarantor’s liability to Agent under the Completion Guaranty in connection
with Completion Guarantor’s failure to effect Delivery to the Distributor under this Agreement
only and, provided that Completion Guarantor makes such payment to Agent, the Distribution
Rights shall automatically terminate and be assigned to Completion Guarantor and Completion
Guarantor may thereafter deal with the Distribution Rights without further regard to the
Distributor (without waiver of the Licensor’s rights against the Distributor or the Distributor’s
rights against the Licensor), and Distributor agrees that it shall execute and deliver to the
Completion Guarantor, within ten (10) business days after Completion Guarantor’s request
therefor, such documents and other instruments as shall be requested by Completion Guarantor
to evidence such termination and assignment.
(d)
The arbitration award shall also provide for payment by the losing party
(i.e., the party or parties against whom an arbitration award is issued) of: (i) the fees and costs
incurred in connection with said arbitration, as well as the reasonable outside attorneys’ fees and
costs incurred by the prevailing parties (i.e., all parties to the arbitration other than the losing
party), and (ii) interest on said award to Agent at the same non-default interest rate payable to the
Lenders under the Loan Agreement commencing on either (x) if there was a finding that the
applicable Conditions Precedent were effected (or were deemed to have been effected), the date
when the applicable Conditions Precedent were effected (or were deemed to have been effected)
or (y) if there was a finding that Delivery was not effected (and was not deemed to have been
effected), the Outside Delivery Date (as defined on Exhibit “A” hereto), and accruing until the
amount awarded to Agent has been paid in full, except that if Completion Guarantor is the losing
party, such interest payment to Agent shall be made subject to the terms, conditions, limitations
and exclusions of the Completion Guaranty for the Film. The arbitrator shall immediately upon
conclusion of the arbitration proceedings, render and issue a written decision.

9
205370242 v2

 (e)
Each of the parties hereto submits to the non-exclusive personal
jurisdiction of the courts of the Forum as an appropriate place for compelling arbitration or
giving legal confirmation of any arbitration award, and irrevocably waives any objection which it
may now or hereafter have to the venue of any such enforcement proceeding brought in any of
said courts and any claim of inconvenient forum. Service of process for all arbitration
proceedings may be made in accordance with the Rules. Service process in any judicial or other
proceeding (including proceedings to judicially confirm any arbitration award) may be made in
the manner provided in paragraph 7 hereof and shall be deemed effective as provided therein.
Distributor waives application of the procedures for service of process pursuant to the Hague
Convention for Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial
Matters.
(f)
Any claim or action of any kind (including, but not limited to, any claims
for breach of contract), against Agent arising out of or connected with this Agreement shall be
barred and waived unless asserted by the commencement of an arbitration proceeding within 180
days after the accrual of the action or claim. This limitation shall also apply to claims that might
otherwise be asserted against Agent as a “set-off,” credit, cross-complaint, or defense. This
section and the forgoing limitation shall survive termination of this Agreement.
7.
Notices. All notices, statements, and copies thereof given hereunder must be
given in writing at the addresses for the parties indicated below after their signatures, and must
be delivered either by hand, or by mail, or by email, or by facsimile transmission, or by
internationally recognized overnight courier (e.g., FedEx, UPS or DHL). Notices shall be
deemed to have been given and received when personally delivered (if by hand), or shown sent
by sender’s computer records provided that no subsequent delivery failure notification is issued
by the sender’s email server (if by email), or upon confirmed transmission by facsimile machine
with confirmation of successful transmission issued by the sender’s facsimile machine (if by
facsimile), or five (5) calendar days after dispatch by the sending party (if by mail), or two (2)
Business Days after dispatch by the sending party (if by internationally recognized overnight
courier). A courtesy copy of each notice given to Completion Guarantor shall be concurrently
provided to: UniFi Completion Guaranty Insurance Solutions, Inc. d/b/a UniFi Completion
Guarantors, 22287 Mulholland Highway, #367, Calabasas, California 91302 USA, Attention:
Steven Leib, Email: steven@unifibonds.com. A courtesy copy of each notice given to Agent
shall be concurrently provided to: Akin Gump Strauss Hauer & Feld, LLP, 2029 Century Park
East, Suite 2400, Los Angeles, California 90067 USA, Facsimile: +(310) 229-1001, Attention:
Marissa Román Griffith, Esq., Email: mroman@akingump.com.
8.
Other Agreements. If the parties enter into any other agreement concerning the
distribution of the Film, the parties hereto agree that the terms of this Agreement shall remain in
effect and supersede the terms of such other agreements to the extent they conflict with the terms
hereof.
9.
Miscellaneous. Except where expressly stated otherwise, this Agreement shall be
governed by and construed and enforced in accordance with the laws of the State of California
without regard to its conflicts of law rules. No amendment to this Agreement shall be effective
unless in writing and signed by each party hereto. As between Agent, Completion Guarantor and
the Distributor, the provisions of this Agreement are controlling notwithstanding any provision

10
205370242 v2

 of the Distribution Agreement or any other agreement among the parties to the contrary. If there
is a conflict between the terms of this Agreement and the Distribution Agreement, then as
between the Distributor, Agent and Completion Guarantor only, the terms of this Agreement are
controlling. This Agreement may be executed in counterparts, each of which together shall
constitute one and the same instrument. Delivery of any executed counterpart of this Agreement
by facsimile or transmitted electronically in a Portable Document Format (“PDF”) shall be
equally effective as delivery of a manually executed counterpart of this Agreement. Any party
delivering an executed counterpart by facsimile or PDF shall also deliver a manually executed
counterpart of this Agreement, but failure to do so shall not affect the validity, enforceability or
binding effect of this Agreement, and the parties hereby waive any right they may have to object
to said treatment. This Agreement is binding upon and shall inure to the benefit of Agent,
Licensor, Completion Guarantor and the Distributor, and their respective successors and assigns.
The Lenders may sell or assign any or all of its rights or obligations pursuant to the Loan
Agreement and all related agreements, including this Agreement, to any party acquiring any or
all of such Lenders’ rights with respect to the Loan Agreement. This Agreement is intended by
the parties hereto to be the final, complete, and exclusive expression of the agreement between them
with respect to the subject matter hereof. This Agreement supersedes any and all prior oral or
written agreements relating to such subject matter.
[SIGNATURES ON NEXT PAGE]

11
205370242 v2

 IN WITNESS WHEREOF, the parties have executed this Agreement as ofthe date first
written above.
"LICENSOR"
: : PmductiOM,

=1

"DISTRIBUTOR"
Netflix, Inc.

Address for notices:
9242 Beverly Boulevard, Suite 300
Beverly Hills, California 90210
Attn: Head of Corporate Legal Department
Email: corporate.legal@relativitymedia.com

Address for notices:
335 N. Maple Drive, Suite 353
Beverly Hills, CA 9021 0
Attention: Bryony Gagan, VP, Business & Legal
Affairs
Fax No.: +31 0 734-2999
Email: bgagan@netflix.com

"COMPLETION GUARANTOR"

"AGENT"

UniFi Completion Guaranty Insurance
Solutions, Inc. d/b/a UniFi Completion
Guarantors in the name of and on behalf of
Homeland Insurance Company ofNew York

One West Bank N .A., as Agent

By:
Its:

By: ________________________
Authorized Signatory

Address for notices:
Homeland Insurance Company ofNew York
c/o OneBeacon Entertainment
1100 Glendon A venue, Suite 900
Los Angeles, CA 90024 USA
Attention: Peter Williams, President
Fax No.:+ 1 866 934 4992
Email: pwilliams@OneBeacon.com

Its: - - - - - - -- - - -- - Address for notices:
2450 Broadway Avenue, Suite 400
Santa Monica, California 90404 USA
Attention: Joseph Woolf
Fax No.: {866) 568-9095
Email: joseph.woolf@owb.com

"RML DIST"
RML Distribution Domesti ,
By:
Its:
Address for notices:
9242 Beverly Boulevard, Suite 300
Beverly Hills, California 90210
Attn: Head of Corporate Legal Department
Email: corporate.legal@relativitymedia.com

Signature Page to Notice of Assignment - Disappointments Room

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

"LICENSOR"
DR Productions, LLC

''DISTRIBUTOR''
Netflix, Inc.

By:

By:---------Its: Director, Content Acquisition

Its:

Address for notices:
9242 Beverly Boulevard, Suite 300
Beverly Hills, California 90210
Attn: Head of Corporate Legal Department
Email: corporate.! ega! @relativitymedia.com

Address for notices:
335 N. Maple Drive, Suite 353
Beverly Hills, CA 90210
Attention: Bryony Gagan, VP, Business & Legal
Affairs
Fax No.: +310 734-2999
Email: bgagan@netflix.com

''COMPLETION GUARANTOR"

"AGENT"

UniFi Completion Guaranty Insurance
Solutions, Inc. d/b/a UniFi Completion
Guarantors in t
e of and on behalf of

OneWest Bank N A., as Agent

By:
Its:
Address for notices:
Homeland Insurance Company of New York
c/o OneBeacon Entertainment
1100 Glendon Avenue, Suite 900
Los Angeles, CA 90024 USA
Attention: Peter Williams, President
Fax No.: +1 866 934 4992
Email: pwilliams@OneBeacon.com

"RMLDIST"
RML Distribution Domestic, LLC
By:
Its:
Address for notices:
9242 Beverly Boulevard, Suite 300
Beverly Hills, California 90210
Attn: Head of Corporate Legal Department
Email: corporate.legal@relativitymedia.com

Address for notices:
2450 Broadway A venue, Suite 400
Santa Monica, California 90404 USA
Attention: Joseph Woolf
Fax No.: (866) 568-9095
Email: joseph .woolf@owb .com

 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.
"LICENSOR"
DR Productions, LLC

"DISTRIBUTOR"
Netflix, Inc.

By:
Its:

By: _______________________
Its: Director, Content Acquisition

Address for notices:
9242 Beverly Boulevard, Suite 300
Beverly Hills, California 90210
Attn: Head of Corporate Legal Department
Email : corporate.legal@relativitymed ia.com

Address for notices:
335 N. Maple Drive, Suite 353
Beverly Hills, CA 9021 0
Attention: Bryony Gagan, VP, Business & Legal
Affairs
Fax No.: +3 10 734-2999
Email : bgagan@netflix.com

"COMPLETION GUARANTOR"

"AGENT"

UniFi Completion Guaranty Insurance
Solutions, Inc. d/b/a UniFi Completion
Guarantors in the name of and on behalf of
Homeland Insurance Company ofNew York

One West Bank N .A., as Agent

By:
Its:

_
Authorized Signatory

Its :

SENIOR VICE PRESIDENT
Address for notices :
Homeland Insurance Company ofNew York
c/o OneBeacon Entertainment
1100 Glendon A venue, Suite 900
Los Angeles, CA 90024 USA
Attention: Peter Williams, President
Fax No.:+ 1 866 934 4992
Email : pwilliams@OneBeacon.com

Address for notices:
2450 Broadway A venue, Suite 400
Santa Monica, California 90404 USA
Attention: Joseph Woolf
Fax No.: (866) 568-9095
Email: joseph.woolf@owb.com

"RML DIST"
RML Distribution Domestic, LLC

By:
Its:
Address for notices:
9242 Beverly Boulevard, Suite 300
Beverly Hills, California 902 10
Attn: Head of Corporate Legal Department
Email: corporate.legal@relativitymedia.com

Signature Page to Notice of Assignment- Disappointments Room

 EXHIBIT "A"
TO
NOTICE OF ASSIGNMENT
DELIVERY PROCEDURES
ARTICLE 1 – DEFINITIONS
1.1
Definitions. Capitalized terms used in this Exhibit “A” and not otherwise defined in this
Agreement, have the following meanings:
“Delivery” means delivery, by no later than the Outside Delivery Date, to the Distributor of
the Delivery Materials in accordance with the technical specifications set forth in Exhibit “B”, (“Technical
Specifications”), as determined in accordance with the delivery procedures and periods described in Article 2
hereof.
“Delivery Date” means February 21, 2016, subject to automatic extension for (i) any delays
caused by Events of Force Majeure and/or exigencies of production or post-production as the Completion
Guarantor may designate not to exceed sixty (60) days in the aggregate (“Inside Delivery Date”); and/or (ii) for
the duration of any notice, cure and inspection periods set forth in Article 2 herein (“Outside Delivery
Date”).
“Delivery Materials” means the High Definition – MPEG-2 (80 Mbps) files with multichannel 5.1 and LT/RT audio.
“Events Of Force Majeure” means any accident; fire; explosion; casualty; epidemic; act of God;
earthquake; flood; torrential rain; strike; walkout; picketing; lock-out; labor controversy or disturbance; civil
disturbance; embargo; riot; act of public enemy or terrorism; war or armed conflict (whether or not there has
been an official declaration of war); unavailability of essential materials and supplies, equipment, transportation,
power or other essential commodity; failure or delay of any transportation agency, laboratory, ratings board or
any other provider of essential supplies, equipment or other facilities or services; enactment of any law, any
judicial or executive order or decree; the action of any legally constituted authority; and the death, incapacity,
unavailability or default (including refusal to perform) of the director or any principal cast member or other
event or cause of the nature of force majeure beyond the control of Licensor or (if Completion Guarantor has
taken over production of the Film) Completion Guarantor, whether similar or dissimilar to any of the foregoing,
which causes an interruption or suspension of or materially hinders, interferes with or delays the production,
completion or Delivery of the Film.
ARTICLE 2 - DELIVERY PROCEDURES
2.1
Delivery Procedures. Whether Delivery has been effected shall be determined in accordance
with the following procedures:

205370242 v2

 (a)
On or before the Inside Delivery Date, the Licensor (with a copy to the Completion
Guarantor) or Completion Guarantor shall send the Distributor (with a copy to the Agent) a notice stating that
the Delivery Materials have been delivered to Distributor (the "Delivery Tender Notice").
(b)
The Distributor shall have thirty (30) days from and after its receipt of such Delivery
Tender Notice within which to verify or deny that Delivery has been effected and to give the Licensor,
Completion Guarantor and the Agent a notice stating either:
(i)

Delivery has been effected (a “Delivery Notice”), whereupon Delivery shall

have been effected; or
(ii)
Delivery has not been effected (a “First Objection Notice”), which First
Objection Notice must state in reasonable specificity and in detail the purported defect(s) in the Delivery
Materials and all items that must be delivered, corrected or otherwise modified in order to complete Delivery
(if an item is not specified in the First Objection Notice, Distributor shall be deemed to have accepted or
waived such item); provided, however, if within five (5) Business Days after its receipt of the First Objection
Notice the Licensor or Completion Guarantor requests additional information which it believes in good faith
is necessary in order to determine how any defect in the Delivery Materials can be cured, then the Distributor
shall respond in writing (with a copy to the other parties) and in good faith thereto within ten (10) calendar
days after the date of its receipt of such request (the “Response”).
(c)
If the Distributor gives a timely First Objection Notice and, if applicable a Response,
and Delivery is not deemed to have been effected, then the Licensor or Completion Guarantor shall, within
twenty (20) Business Days, commencing on the day after the later of the date of its receipt of the First
Objection Notice or the Response, as applicable, give the Distributor (with a copy to the other parties) a
notice stating that it has elected to cure the defects listed in the First Objection Notice (“First Cure Notice”),
cure those defects, and resubmit, as applicable, the purportedly cured or missing Delivery Materials to the
Distributor, all in accordance with the specifications of the First Objection Notice and the Response.
(d)
If a timely First Cure Notice is given as aforesaid and the purportedly cured or missing
Delivery Materials are timely re-tendered or tendered to the Distributor, then the Distributor shall, within a
fifteen (15) Business Day period, commencing on the date after its receipt of the First Cure Notice, verify
whether the defects in the Delivery Materials specified in the First Objection Notice have been cured and that
the Delivery Materials are now in accordance with the Technical Specifications and give the Licensor and
Completion Guarantor (with a copy to the Agent) either:
(i)

A Delivery Notice, whereupon Delivery shall have been effected; or

(ii)
A notice stating that Delivery has not been effected (the “Second Objection
Notice”), which Second Objection Notice must state in reasonable specificity and in detail the purported
defect(s) in the Delivery Materials and all items that must be delivered, corrected or otherwise modified in
order to complete Delivery (if an item or defect is not specified in the Second Objection Notice, Distributor
shall be deemed to have accepted or waived such item or defect); provided, however, if within ten (10)
Business Days after its receipt of the Second Objection Notice the Licensor or Completion Guarantor requests
additional information which it believes in good faith is necessary in order to determine how any defect in
205370242 v2

 the Delivery Materials can be cured, then the Distributor shall respond in writing (with a copy to the other
parties) and in good faith thereto within ten (10) Business Days after the date of its receipt of such request
(the “Second Response”).
(e) If the Distributor gives a timely Second Objection Notice and, if applicable a Second
Response, and Delivery is not deemed to have been effected, then the Licensor or Completion Guarantor
shall, within fifteen (15) Business Days, commencing on the day after the later of the date of its receipt of the
Second Objection Notice or the Second Response, as applicable, give the Distributor (with a copy to the
other parties) a notice stating that it has elected to cure the defects listed in the Second Objection Notice
(“Second Cure Notice”), cure those defects, and resubmit, as applicable, the purportedly cured or missing
Delivery Materials to the Distributor, all in accordance with the specifications of the Second Objection
Notice and the Second Response.
(f) If a timely Second Cure Notice is given as aforesaid and the purportedly cured or missing
Delivery Materials are timely re-tendered or tendered to the Distributor, then the Distributor shall, within a
ten (10) Business Day period, commencing on the date after its receipt of the Second Cure Notice, verify
whether the defects in the Delivery Materials specified in the Second Objection Notice have been cured and
that the Delivery Materials are now in accordance with the Technical Specifications and give the Licensor
and Completion Guarantor (with a copy to the Agent) either:
(i)

A Delivery Notice, whereupon Delivery shall have been effected; or

(ii)
A notice stating that Delivery has not been effected (the “Third Objection
Notice”), which Third Objection Notice must state in reasonable specificity and in detail the purported
defect(s) in the Delivery Materials and all items that must be delivered, corrected or otherwise modified in
order to complete Delivery (if an item or defect is not specified in the Third Objection Notice, Distributor
shall be deemed to have accepted or waived such item or defect);
(g) If the Distributor gives a timely Third Objection Notice and Delivery is not deemed to
have been effected, then the Licensor or Completion Guarantor shall (as soon as reasonably possible) but in
no event later than fifteen (15) Business Days (“Third Cure Period”), commencing on the day after the later
of the date of its receipt of the Third Objection Notice either:
(i) give the Distributor (with a copy to the other parties) a notice stating that it has
elected to cure the defects listed in the Third Objection Notice (“Third Cure Notice”), cure those defects, and
resubmit, as applicable, the purportedly cured or missing Delivery Materials to the Distributor, all in
accordance with the specifications of the Third Objection Notice; or
(ii) deliver to Distributor (with a copy to the other parties) a notice (an “Arbitration
Notice”) stating that Licensor or Completion Guarantor on its behalf has elected to commence an arbitration
proceeding in accordance with paragraph 6 of this Agreement to determine whether Delivery has been
effected notwithstanding the Third Objection Notice.
2.2

205370242 v2

Permitted Objections; Waivers; Deemed Delivery.

 (a)
The Distributor may not assert any other grounds for objecting to the tendered
Delivery Materials other than the Delivery Materials have either not been delivered to the Distributor or that
the Delivery Materials are not in accordance with the Technical Specifications.
(b)
Notwithstanding any provision of this Agreement to the contrary: (i) Delivery shall be
deemed to have been effected (but with the Distributor reserving all rights and remedies against the Licensor)
if the Distributor fails to give either a Delivery Notice or any objection notice within the applicable time
period (time being of the essence) specified in paragraph 2.1, or fails to provide a Response when due; (ii)
defects in those Delivery Materials not specified in any objection notice as requiring delivery, correction or
other modification shall be conclusively presumed to be complete and delivered and compliant with the
Technical Specifications or waived, as appropriate, for the purposes of this Agreement.
(c)
Delivery, whether pursuant to a Delivery Notice being given by the Distributor or
Delivery being “deemed” to have been effected, means that Delivery is conclusively presumed to have been
effected for all purposes of this Agreement.
(d)
No term hereof shall require the Licensor or Completion Guarantor to cure all items
identified by the Distributor in any objection notice if (a) the Licensor or Completion Guarantor does not
agree, in its good faith commercial judgment, with the Distributor’s claim that such items require cure in
order for the Delivery Materials to be in accordance with the Technical Specifications (each such item a
“Non-Cured Item”) ”) and (b) the Completion Guarantor has used reasonable efforts to cure such Non-Cured
Item, provided that Distributor has provided Completion Guarantor with recommendations or instructions in
reasonable specificity and in detail as to how the purported defect(s) in the Delivery Materials can be
corrected or otherwise modified in order to complete Delivery and provided a Response (if one was
requested). The Licensor and Completion Guarantor may claim during any later arbitration proceeding that
such Non-Cured Items were not defective when originally tendered.
2.3
Delivery Arbitration. If any party elects to submit a Delivery dispute under this Article 2 to
binding arbitration as and when permitted under the terms hereof, then immediately after that election
Completion Guarantor or the Licensor shall and the Agent may initiate an arbitration proceeding in
accordance with paragraph 6 of this Agreement.
2.4
Deemed Arbitration Notice. If Completion Guarantor or the Licensor fails to give any cure
notice, or a notice stating that it is commencing an arbitration proceeding, within the required time period,
then the Licensor and Completion Guarantor shall be conclusively presumed and deemed to have elected to
commence an arbitration proceeding in accordance paragraph 6 of this Agreement.

205370242 v2

 EXHIBIT “B”
TO
NOTICE OF ASSIGNMENT

Objective
The purpose of this document is to give a high-level summary of our Digital Asset Requirements.
The Netflix® streaming service offers an outstanding, high-quality viewing experience for our customers. We ask that our
content partners help us to maintain this standard by following our Material Requirements below. For more technical detail
and instructions in preparing files for Netflix, see Netflix Full Specifications and Operators Manual.
https://netflix.box.com/FullSpecifications

Primary Digital (video) Assets
File Specifications
Format

HD
1920x1080
1280x720

SD
720x480/486
720x576

Container
MPEG-2 Transport Stream

QuickTime MOV
(iTunes package format)

MPEG-2 Transport Stream

QuickTime MOV
(iTunes package format)

Video
MPEG-2 80 Mbps,
i-frame only
ProRes 422 HQ
(~220 Mbps)
MPEG-2 50 Mbps,
i-frame only
ProRes 422 HQ
(~50 Mbps)

Audio
AES3 LPCM; PCM;
MPEG Layer 1,2,
One track – multichannel
LPCM,
iTunes channel
configuration
AES3 LPCM; PCM;
MPEG Layer 1,2,
One track – multichannel
LPCM, iTunes
channel
configuration

Files MUST:
•
•
•
•
•
•
•

Match the original frame rate and aspect ratio of program as it was originally shot.
Contain a minimum of 1 frame and a maximum of 1 second of black at head and tail of the program.
If Source Material has commercial blacks, each commercial black segment must be trimmed down to 2 seconds or
less before delivery.
Contain the non-subtitled version. Netflix defines “non-subtitled” as the presence of main titles, end credits, narrative
text, location call-outs, and other supportive/creative text, but the absence of burned-in subtitled dialogue, regardless
of the language in the primary video.
Have audio and video muxed into one file.
Have audio conform (sync) to video within the MPEG-TS or MOV container.
Have audio and video duration match within 1 second.

205370242 v2

 Files MUST NOT contain any of the following:
Bars and Tone
Production Slates
Placards

VITC (vit-see) Time Code
Ratings Cards
Overlay Branding

Advertisements
FBI Warning Cards
Website Links

Subtitles
Subtitles MUST:
•
•
•

Encompass the spoken dialogue intended to be understood that differs in language from the subtitle file.
Translate any narrative burned-in text that is in a different language from the subtitle file.
Conform, within a half second, to the Primary Video Mezzanine that is delivered or to a Netflix-provided
Proxy File.

Acceptable formats:
• TTML (valid extensions are .dfxp and .xml) – PREFERRED if creating from scratch
• STL (EBU)

3.1 Forced Narrative Subtitles
Our preference is to receive a non-subtitled video source of the program (as referenced in section 2).

Forced Narrative Subtitles MUST:
•

Be delivered as secondary files.

Forced Narrative subtitles are required when:
• An alternate language from the primary language is spoken (and intended to be understood by viewer).
• There is inaudible dialogue that is subtitled in the original broadcast or theatrical presentation.
Example: An English-language film has 5 minutes of Japanese dialogue and is to be streamed to U.S. customers. The desired
video would not include burned-in subtitles for the Japanese sections. A Forced Narrative subtitle file would be supplied that
contains the Japanese dialogue translated into English. The Forced Narrative file w ould not have the original English dialogue
transcribed.

Accessibility Files
4.1 CC and SDH
CC – Closed Captions (English language only) and SDH (Subtitles for the Deaf and Hard of Hearing)

CC/SDH files MUST:
•
•

Encompass all spoken dialogue, including foreign-language dialogue, intended to be understood during the program.
Contain descriptors, identifiying important non-dialogue sounds.

Acceptable Closed Caption Files:
• TTML (valid extensions are .dfxp and .xml)
• SCC
205370242 v2

 Acceptable SDH Files:
• TTML (valid extensions are .dfxp and .xml)
• STL (EBU)

4.2 Descriptive Audio
Descriptive audio MUST:
•

•
•

Consist of the full stereo mix including the descriptive dialogue.
Be delivered as a separate file, i.e., not muxed in with the primary video file.
Adhere to technical specifications of Alternate Language Audio Files.

Alternate Language Audio
Alternate language audio MUST:
• Be delivered as a separate file, i.e., not muxed in with the primary video file.
•

Conform (sync) with the primary A/V mezzanine.

Acceptable Alternate Language Audio Files:
Container
MP4
MPEG-TS
MOV or WAV

Codec
AAC
AES3 LPCM
Uncompressed PCM

5.1 Dub Cards
Dub Cards MUST:
•
•
•

If dubbed audio files are sent, distributor shall deliver such Dub Cards to Netflix formatted exactly as they are to
appear on-screen. No extraneous information can be included beyond the language of dub, studio name, cast
and other key personnel or as otherwise required by law in the territory of exhibition.
Be delivered as flat image files (TIFF, PNG, BMP, JPG)
o Minimum resolution 640x480, with a 1:1 Pixel Aspect Ratio
If multiple dub cards are needed for one language, a ZIP archive must be delivered, containing all dub
card image files for that particular language in alpha-numeric display order. One language per ZIP.

Metadata
Metadata MUST: Technical or source metadata must be delivered via The Netflix Backlot via XML. Descriptive title
metadata must be delivered via an excel template, unless otherwise specified (i.e., XML).
Here is the full documentation of the XML specification, including the XML Schema Definition, which describes the required and
optional metadata elements need for delivery: [ http://goo.gl/sJTLQ ]

File Delivery
Netflix requires Aspera for Source Asset delivery. Netflix will provide a free Aspera account, if necessary. Distributor shall
deliver Source Material via The Netflix Backlot. The Netflix Backlot will be accessible via GUI (graphical user interface) and, in
the future, through API (application programming interface) integration with the Distributor’s asset management system.

205370242 v2

 Artwork
In addition to any other art requirements under this Agreement, Distributor shall deliver to Netflix the following art
for each Title in compliance with the below requirements: Vertical, Horizontal, Title Card, Stills, Story Art,
Character Art and Title Treatment (each as defined below) delivered via Backlot in the highest quality available to
Distributor or its affiliates. Images provided will be used within the Netflix service (including, without limitation, on
all Netflix Ready Devices, through the website, User Interfaces, applications, blogs, social networking sites and our
communications with members and potential members) and in marketing materials promoting the titles’
availability on Netflix.
**All art shall be provided in localized format (i.e., as it is marketed in the Territory) including Title Treatments
in each language in which the Title may be exhibited under the Agreement.**
Please refer to the Netflix Artwork Style Guide for all art requirements and requests. A Style Guide can be
requested via email at CreativeServices@netflix.com.

8.1 Display Art – Vertical, Horizontal, and Title Card
Three (3) high-resolution images are required for every Title that represents the feature film or television series. All
three Display Art images should be from the same key image.
Each Vertical, Horizontal, and Title Card display art should have:
• No extraneous text such as quotes, taglines, credits, copyrights, billing blocks
• No extraneous logos such as DVD, Blu-ray, award laurels, studio logos
• Title treatment and keyart on separate layers in PSD
Artwork Asset
Display Art Vertical

Display Art Horizontal

Display Art Title Card

Image Specifications
571 (w) x 800 (h)
300 ppi
RGB (8-bits/channel)
1280 (w) x 720 (h)
300 ppi
RGB (8-bits/channel)
265 (w) x 149 (h)
300 ppi
RGB (8-bits/channel)

File Formats
Layered PSD and
High Resolution JPG
Layered PSD and
High Resolution JPG

Layered PSD and
High Resolution JPG

Requirements
For television shows, vertical artwork should not
have title treatment in the lower 1/5 of the
image area.
Should use same key image as Vertical with the
layout optimized for a landscape image.
Horizontal artwork should not have title
treatment in the lower 1/5 of the image area.
Title treatment on a themed background.

8.2 Story Art
One (1) high-resolution image is required for every feature film and every television series to represent the main
character(s) in a staged scene that depicts the theme of the Title.
Artwork
Asset
Story Art

205370242 v2

Image
Specifications
1920 (w) x 1080 (h)
300 ppi

File Format

Description

High Resolution JPG A stylized, high-gloss, eye-catching image of the main
character(s) posed to depict the theme of the feature film or

 RGB (8bits/channel)

television series. No title treatments, text, logos, or copyright
lines. No weapons pointing at camera, extreme gore, or nudity.

8.3 Stills
Three (3) high-resolution images are required to represent each feature film or episode of television series. All
images must be cleared for promotional use.
Artwork Asset
Still image

Image Specifications
1920 (w) x 1080 (h) or
1440 (w) x 1080 (h)
300 ppi
RGB (8-bits/channel)

File Format
High Resolution
JPG

Description
Three (3) stills per feature film/television episode
required. For television series, stills shall be
provided per episode representing that episode
best; for feature films, a still that represents the
film as a whole. No text, logos, or copyright lines.
No weapons pointing at camera, extreme gore,
or nudity.

8.4 Character Art
One (1) high-resolution image is required for every feature film or television series (animated or live action) that is
appropriate for viewing by children and family.
Artwork
Asset
Character
Art

Image
Specifications
Variable (w) x 720
(h)
300 ppi RGB
(8bits/channel)

File Format

Description

Layered PSD, EPS

Forward-facing, full-body character shall not be
obstructed by text, objects or other characters. Art shall
not include any borders or frames. Image should have a
transparent background.

8.5 Title Treatment
One (1) high-resolution image is required for every feature film or television series. Title Treatment should be
identical to that provided within the Display Art images.
Artwork
Asset
Title
Treatment

205370242 v2

Image
Specifications
800 (w) x 340 (h)
300 ppi RGB
(8bits/channel)

File Format

Description

High Resolution PNG The title treatment should be bottom/left aligned and
with Transparency should fill the image height or width. Image background
should be transparent. Art should not include any
and Layered PSD
borders or frames. No logos, copyright lines, taglines, or
quotes.

 Change Summary
Changes from Spec and Delivery Overview-6-1-1
Changed the format of dub cards from text files to image files, requiring ZIP archives in cases where multiple
images are needed for a single language. Renamed timed text file type from DFXP to TTML. DFXP is a subset
of TTML. The spec of the timed text files did not change.
Changes from Spec and Delivery Overview-6-0
The significant changes to the Spec and Delivery Overview 6-1-1 include two new asset types; descriptive audio for
the blind and dub cards. We have also reduced our acceptable timed text file types to .scc, .stl, and .dfxp. These
files all support necessary positional data that we now utilize in our encoding pipeline. The timing requirement
for
23.976 subtitles and captions has been changed to match the playback time, instead of SMPTE 24 timecode.
We have added .wav files as an acceptable asset type for dubbed audio files. The artwork section has
been thoroughly overhauled to support our new, richer, user interfaces. The length of the overview document
has been shortened from 8 pages to 6 pages.

205370242 v2

 EXHIBIT 

AMENDMENT NO. 1 TO NOTICE OF ASSIGNMENT

This Amendment No. 1 to Notice of Assignment (this ?Amendmen is entered into on
March 13, 2012, among War of Gods, LLC, a California limited liability company (?Borrowef?);
Net?ix, Inc, a Delaware corporation (?Distributor?); Union Bank, NA, 21 national banking
association, as the agent (?Agent?) for the Lenders; and Allianz Global Risks US Insurance

3

Company (?Completion Guarantor 

This Amendment is entered into with reference to the following facts:

A- Relativity Distribution Domestic, LLC (as successor-by?assignment from
Relativity Media, LLC) and Distributor have entered into that certain License Agreement for
Internet Transmission, dated as of June 1, 2010, as amended by Amendment No. 1, dated
November 1, 2010, Amendment No- 2, dated August 31, 2011, and Amendment No. 3, dated
October 20, 2011 (as may be further amended ?'om time to time, the ?Net?ix Output
Ageement?), and pursuant thereto, Relativity Distribution Domestic, LLC, Borrower and
Distributor executed Amended and Restated Title Designation Notice dated as of December 6,
2011, relating to the distribution and exploitation of the Film (as de?ned herein) (the 
Notice?; and together with the Net?ix Output Agreement, 501er insofar as the Film is concerned
and all other documents executed in connection therewith, as hereafter amended, modi?ed or
supplemented from time to time, the ?Distribution Ameement?), for the territory of the United
States (including without limitation the ?fty (50) States and the territories as further de?ned in
the Distribution Agreement (the ?Territory?) pursuant to which Borrower licensed to Distributor
certain rights with respect to the motion picture entitled Immortals f/k/a War of Gods (the


B. The Borrower, Distributor, Completion Guarantor and the Agent have entered
into a Notice of Assignment, dated as of March 23, 2011, with respect to the Distribution
Agreement (the ?Notice of Assignment?; capitalized terms not otherwise de?ned herein shall
have the respective meanings set forth therefor in the Notice of Assignment) pursuant to which
the parties set forth their relative rights and obligations with respect to delivery of the Film to the
Distributor, payment of the Distribution Agreement Proceeds, including the Minimum
Guaranteed Payment, and priority of their respective interests in the Distribution Rights.

C. The parties hereto desire to amend the Notice of Assignment in certain
reSpects on the terms and conditions stated herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties hereto agree as follows.

1. Amendment. It is agreed among the parties that:

The Notice of Assignment shall be amended by deleting Recital in its
entirety and replacing it with the following:

202251 830 v2

 Under the terms of the Distribution Agreement, as amended hereby, the
Distributor has agreed to pay the Borrower a minimum amount of US
$15,502,855 in connection with the Film, as such amount may be increased in
accordance with Schedule of the Net?ix Output Ageement (the ?Mum
Guaranteed Pavmen (no withholding taxes applicable), which is payable under
the terms hereof immediately upon satisfaction of all of the following conditions
(?Conditions Precedent?): ?fty percent of the Minimum Guaranteed
Payment a minimum of US $7,751,427.5) (no withholding taxes applicable)
on the later of Delivery and July 4, 2012, which date the Borrower
acknowledges and agrees shall be the Film?s ?rst Start Date pursuant to the terms
of the Distribution Agreement, and (ii) the remaining ?fty percent of the
Minimum Guaranteed Payment a minimum of US $7,751,427.5) (no
withholding taxes applicable) on March 31, 2013. ?Delivery? shall be de?ned
and determined in accordance with Exhibit attached hereto. The parties
hereto acknowledge and agree that Completion Guarantor shall not have any
obligation or liability in respect of any of the Conditions Precedent, except for
effecting Delivery by the Delivery Date. Notwithstanding the foregoing, as
between Distributor and Borrower payment of the Minimum Guaranteed Payment
as provided for herein shall not waive or be deemed to waive any right the
Distributor may have for a License Fee credit on the Film as provided for
pursuant to Section 5.1 of the Distribution Ageemen 

2. Execution and Delivgy. The execution, delivery and performance of this
Amondment and all other agreements referred to herein to which it is a party have been
authorized by all requisite corporate action on its part and will not violate its articles of
incorporation or by?laws.

3. Representations and Warranties True. All representations and warranties of such
party set forth in the Notice of Assignment are true and correct as of the date hereof.

4. Partial Invalidity. Any provision of this Amendment held by a court of competent
jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this
Amendment and the effect thereof shall be con?ned to the provision so held to be invalid or
unenforceable.

5. Governing Law. This Amendment shall be governed by and construed in accordance
with California law, without reference to its con?icts of law principals.

6. Counterparts. This Amendment may be executed in any number of counterparts, each
of which when so executed and delivered shall be deemed to be an original and all of which
taken together shall constitute one and the same instrument, respectively.

7. Savings Clause. Except as expressly amended hereby, the Notice of Assignment shall
remain in full force and effect.

8. Integration. This Amendment and any agreement referred to herein integrate all the

202251830 V2

terms and conditions mentioned herein or incidental hereto and supersede all oral negotiations
and prior writings With respect to the subject matter hereof. The terms hereof may not be
contradicted by any evidence of prior, contemporaneous or subsequent oral agreements of the
parties- There are no unwritten oral agreements between the Borrower, Completion Guarantor,

Agent and] or Distributor.

[Signatures on next pagel

202251830 v2

IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the day,

and year ?rst written above.


War of Gods, LLC

By: '1 

   

Address for notices:

8899 Beverly Boulevard Suite 510
Hollywood, California 90048
United States

Atm: Linda Benjamin

Fax No.1 +310 859 1250

 

Email: ab elativi edia.com


Allianz Global Risks US Insurance Company
By:

Name:

Title:

Address for notices:

130 Adelaide Street West, Suite 1600
MSH 3P5 Toronto

Ontario, Canada

Attention: Sheila Campbell

Fax No: 416 849 4555

Email: sheila.campbell@agr.allianz.ca

With mandatory copies to:

International Film Guarantors, Inc.

2828 Donald Douglas Loop North, :2mi Floor
Santa Monica, California 90405

Attention: Steven Leib

Fax No.: (310) 309-5696 

Email: and

liwen@? 'ghonds_.ggrn

AND

Fireman?s Fund Insurance Company

c/o Entertainm?it Division

10 Universal City Plaza, Suite 2800
Universal City, California 91608
Attention: Entettainment Division
Fax No.: (818) 487?6172

Email: smangel@ifgbonds.com



 

Address for notices:

345 N. Maple Drive, Suite 300

Beverly Hills, CA 90210

Attention: Bryony Gagan, VP, Business Legal
Affairs

Fax No.: +310 734-2999

Email: 


Union Bank, NA, as Agent

BY-
Its:

Address for notices:

1901 Avenue of the Stars, Suite 600
Los Angeles, CA 90067

Attn: Damian Singer

Fax No.: 310-551-8980

Email: dariansinger@unionbank.com

Signature Page to Amendment No. to Notice of Assignment

IN WITNESS WHEREOF, the parties {mete have exaauted this agreament as of the day

and y?ar first mitten above,


War of (3:065: LLC

By: 
lts:

Address for noticea:

8899 Beverly Boulevard Suite 5E0
Hollywood, Califbmia 90048
United States

Attn: Linda Benjamin,

Fax No; +310 859 1230

Email: lindabf??relaltivit?vmedia.com


Ailianz Glob nee Company

Name;  
Title: ??aw 

  
   
  
 

"Risks . 

 

5%

 

 

 

Address for notlces:

130 Adelaide Street West, Suite 1600
MSH 3P5 Tommie

Ontarie, Canada

Attention: Sheila Campbell

Fax 416 849 4555

Email: sheilacampbell@agr.allianz.ca

With mandatory copies to:

lntemational Film Guarantors, Inc.

2828 Donald Douglas Loop Nurth, 2?d Floor
Santa Monica, California 90405

Attention: Steven Leib

Fax No.: (310) 3096696

Email: 3leibrg??il?gbonds?com and


AND

Fireman?s Fund Insurance Company

010 Entertainment Division

10- Universal City Plaza, Sum: 2800
Universal City, California 99508
Attentiom: Entertainment Division
Fax, No; (8 i8) 437~61?2

Emai l: smangel@ifgbonds.com


Netfiix, Inc.

By:
its:

Address for noticeS:

345 N. Maple Drive, Suite: 300

Beverly Hills;D CA 90210

Attention: Bryony Gagan, VP, Business Legal
Affairs

Fax No; +310 734-2999

Email: bgagan@netflix.com


Union Bank, N.A., as Agent

By:
Its:

Address for notices:

1901 Avenue of the Stars, Suite 600
Los Angles, CA 90067

Attn: Dalian Singer

Fax No.: 310?551w8980

Email: darlan.singer@unionbank.com

Signatum Page to Anuncimem NC). I to Notice of Assignment

IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the day

and year ?rst written above.


War ofGods, LLC

By:
Its:

 

 

Address for notices:

8899 Beverly Boulevard Suite 510
Hollywood, California 90048
United States

Attn: Linda Benjamin

Fax No.: +310 859 1250

Email: lindabz?EDrelativitvmediacom



Allianz Global Risks US Insurance Company

By:
Name:
Title:

 

 

Address for notices:

130 Adelaide Street West, Suite I600
M5H 3P5 Toronto

Ontario, Canada

Attention: Sheila Campbell

Fax No.: 416 849 4555

Email: slieila.campbell@agr.allianzca

With mandatory copies to:
International Film Guarantors, Inc.

2828 Donald Douglas Loop North, 2nd Floor
Santa Monica, California 90405

Attention: Steven Lcib

Fax No.: (3 ID) 3096696

Email: slcibtt?ifgbimdscom and
_l 

AND

ireman?s Fund insurance Company

c/o Entertainment Division

l0 Universal City Plaza, Suite 2800
Universal City, California 9l608
Attention: S.V.P., Entertainment Division
Fax No.: (818) 487-6I72

Email: smangel@ifgbonds.com


Netflix, Inc.

By:
Its:

 

Address for notices:

345 N. Maple Drive, Suite 300

Beverly Hills, CA 90210

Attention: Bryony Gagan, VP, Business Legal
Affairs

Fax No: +310 734-2999

Email: 



Union'WA? as Agent
By: 

Its:

 

Address for notices:

1901 Avenue of the Stars, Suite 600
Los Angeles, CA 90067

Attn: Darian Singer

Fax No.: 310-551-8980

Email: darian.singer@unionbank.com

Signature Page to Amendment No: to Notice ofAssignmenl