DISTRIBUTION AGREEMENT
This distribution agreement (Agreement), dated as of April 1, 2013, is made by and between
SPE INDIA FILMS HOLDING LLC, with an address at 10202 W. Washington Boulevard, Culver
City, California 90232 (Licensor) and SPE FILMS (INDIA) PRIVATE LIMITED, with an
address at 503, Alpha Building, Main Street, Hiranandani Gardens, Powai, Mumbai 400076
India (Licensee). For the good and valuable consideration, the receipt and sufficiency of which
is acknowledged by the signing and delivery hereof, the parties agree as follows:
1. RIGHTS GRANTED: Licensor hereby grants to Licensee and Licensee hereby accepts
from Licensor the non-exclusive right to project, exhibit, reproduce, transmit, market, advertise,
perform, make and/ or distribute copies of the Film and Digital Content, perform and distribute,
and authorize and license others to project, exhibit, reproduce, transmit, market, advertise,
perform, make and/ or and distribute, by (a) all forms of television exploitation now known or
hereafter devised (including, without limitation, free television, basic and premium subscription
television, pay-per-view, near video-on-demand, video-on-demand, subscription video-on-
demand, free video on demand, network and syndication) delivered by any and all delivery
means (including without limitation, analog and digital terrestrial, cable, fiber, satellite, DSL,
ADSL, broadband, telephone wire and Internet), and (b) all forms of digital or on-line
exploitation and computerized or computer-assisted media now known or hereafter devised
(including, without limitation, Internet transmission), in each case however distributed,
packaged, sold, delivered, exhibited, or received (including, without limitation, delivery via the
Internet and delivery to mobile telephones and other hand-held mobile devices including wireless
handsets, smart phones and personal digital assistants), throughout the Territory (as hereinafter
defined), in any and all languages, all of those motion pictures, television programs and all other
video programming (individually a Film and, collectively, the Films) and digital the Act, where the rate of royalty would shoot up to base rate of 25%
merchandising content (including, without limitation, wallpapers, ringtones, games and short
video-clips) (individually and collectively, Digital Content), each whether on film, video tape,
discs, electronic files, or other media, which Licensor has or shall have the right to so distribute
during the Term (as hereinafter defined) in the Territory (collectively, the Rights). All rights
not herein granted to Licensee are specifically reserved to Licensor and Licensor shall have the
right, concurrently during the Term, to exploit and dispose of all such reserved rights. Licensor
shall have the right to (a) reject and exclude from this Agreement and its obligations hereunder,
from time to time, any such Films and Digital Content as it may deem in its discretion unsuitable
for distribution in the Territory, and (b) exploit and otherwise deal with any such Films and
Digital Content free and clear of this Agreement. Notwithstanding anything to the contrary
contained herein, during the Term, Licensee shall be entitled to engage in the production and
distribution of motion pictures and television programs other than those embraced by this
Agreement. This Agreement supersedes any previous agreements between Licensor and
Licensee regarding the matters contained herein.
2. TERRITORY: The Territory shall mean the country presently known as India., and the
kingdoms of Nepal, Bhutan and Sikkim as the political borders of each exist throughout the
Term hereof.
Commented [EY1]: Tax treatment of hybrid entities has always
been a contentious issue in India. In order to be eligible for tax treaty
benefits, the entity:
Should be a corporation; and
Should be liable to tax by reason of its domicile, residence,
citizenship, place of management, place of incorporation, or any
other criterion of a similar nature.
Where SPE LLC is considered as a pass through entity (ie its
members are taxed and not SPE LLC), technically, it may not
qualify as a person liable to tax. In view of the same, it is likely that
SPE LLC may not be treated as a tax resident of USA to be eligible
for tax treaty benefits under the India-USA tax treaty.
Further, kindly refer to our memo dated as of 22 February 2010 for
our comments on eligibility of SPE LLC to claim tax treaty benefits.
As you may be aware, a recent amendment has been introduced in
the India-UK tax treaty, whereby Partnerships (regarded as pass
through entities in UK), which were earlier specifically excluded
from the definition of person, are now permitted to claim tax treaty
benefits, inspite of their pass through tax status.
We understand that SPE LLC has procured a TRC from Inland
Revenue. However, in the absence of specific amendments under
the India US Tax Treaty to include LLC for qualification of Tax
Treaty benefits, litigation cannot be ruled out. In order to be eligible
to claim tax treaty benefits, Sony would have to analyse whether
SPE LLC is eligible to Tax Treaty benefits under India US Tax
Treaty. Factors such as taxability in USA, filing return in USA,
liability/ payment of corporate taxes, etc would need to be analysed
before availaing any benefits under the Tax Treaty. Non availability
of Tax Treaty benefits may expose SPE LLC under the provision of
(ie excluding surcharge and education cess) on gross basis (as
against 15% under the India-USA Tax Treaty).
[GTO: We have elected the LLC to be treated as a Corporation for
US Tax Purposes. Hence, we are commfortable that it qualifies
under the India/US treaty as an eligible entity.]
Formatted: Not Highlight
Formatted: Not Highlight
Formatted: Not Highlight
Formatted: Not Highlight
Formatted: Not Highlight
Commented [EY2]: Is it not that the charter documents of SPE
Films India may have provided that SPE Films is eligible to engage
itself in such activities? Any rationale for including this clause?
[GTO: Mayuko to consider.]
Commented [EY3]: We understand that previously no such
agreement has been entered into between SPE Films India and SPE
LLC. Accordingly, where no such agreement exists, you may
consider deleting this. [GTO: Mayuko to consider.]
3. TERM: The Term shall commence on the date hereof, and continue until either party Commented [EY4]: We understand that the entity controlling
gives the other party 30 days notice that it wishes to terminate this Agreement. rights (from which SPE LLC has procured the rights) is a US entity.
Request you to confirm. [GTO: Yes]
Formatted: List Paragraph, Left, No bullets or numbering
4. LICENSE PERIOD: The period during which Licensee may exercise the Rights for each
Film and Digital Content (the License Period) shall commence upon their availability for Formatted: Not Highlight

exploitation in the Territory and continue until expiration or termination of the Term. Commented [EY5]: Kindly confirm

Notwithstanding the preceding sentence, for any Film or Digital Content in which Licensors
rights terminate prior to the expiration of the License Period, the Rights with respect to such
Film or Digital Content shall likewise terminate on such earlier date, provided that, if possible,
Licensor shall notify Licensee of such termination no later than thirty (30) days prior to such
earlier termination date.
5. DISTRIBUTION: Licensee shall exercise its best efforts to (i) distribute the Films and
Digital Content throughout the Territory during the Term, and (ii) maintain throughout the Term
a proper and adequate licensing organization so that the Films and Digital Content shall receive
as wide and as profitable a distribution as is possible under the circumstances.
6. ROYALTY or ROYALTIES: The Licensor shall be entitled to a royalty, determined
based on the financial arrangements detailed at para (7) below, in lieu of the rights so granted to
the Licensee under this Agreement and the term royalties shall be construed accordingly.
6.7. FINANCIAL ARRANGEMENTS:
6.17.1 Gross Receipts and Net Profits: The term Gross Receipts shall mean and
include all monies received by Licensee [or its sublicensees or agents (GTO: There will be
nosublicensing, hence, suggest to delete)] in connection with the lease, license and exploitation
of the Rights, including, without limitation, all monies received from the exploitation of trailers
but excluding Value Added Tax.
7.2 Royalty: In consideration of the execution of this Agreement and the Rights
granted to Licensee hereunder, Licensee shall pay to Licensor an amount (Royalty; also
referred to as Net Profits) equal to Gross Receipts less the Distribution Fee and less
AuthorizedDirect Expenses. Licensee shall be entitled to retain tThe Distribution Fee shall be
whether only actual receipts would be considered for the
computation of Gross Receipts.
whether the Gross receipts would be inclusive of the fees or
charges of sublicenses or agents.
Where the accruals are also to be considered and the fees or charges
of the sublicenses or agents are to be included, you may clarify in
the language as under:
The term Gross Receipts shall mean and include any and all
monies received by, credited to, held for the account of or invoiced
by Licensee or its sublicensees or agents (including debit note/
credit note or any other adjustment to the billings, as the case may
be) in connection with the lease, license and exploitation of the
Rights (calculated at source without deduction of any fees or
costs of any sublicensees or agents), including, without limitation,
all monies received from the exploitation of trailers but excluding
any consumption, goods and services, entertainment, value added
tax, service tax, advertising tax or similar taxes or statutory
payments. Gross Receipts shall otherwise be exclusive of and
unreduced by any other tax, levy or charge (unless otherwise
provided herein), the payment of which will be the responsibility of
Licensee.
[GTO: TV Distribution practice is for only actual receipts to be
considered for computation of Gross Receipts. Hence, the current
drafting will be retained.]
Commented [EY6]: How would SPE Films India track at what
price sublicensee would contract with its customers in order to arrive
at Gross Receipts? Kindly clarify. [GTO: There will be
nosublicensing. Language removed.]
Formatted: Highlight
Formatted: Indent: Left: 0"
Commented [EY7]: The rights granted under the Agreement
would be considered as royalty as defined under the Indian tax
laws and subject to withholding tax. The tax rates under the Indian
domestic income-tax laws and under India-USA Tax Treaty ias as
under: ...

equal to three percent (3%) of Gross Receipts. and to recoup all Expenses from Gross Receipts. Commented [EY8]: EY India IDT Comments : From 1 July
2012, Temporary transfer of copyrights in cinematographic films
was granted complete exemption from payment of service tax. ...
[The Licensee shall, determine Royalty provisionally every month and where the sum of the Formatted: Not Highlight
Distribution Fee and the Direct Expenses exceeds the Gross Receipts for a month, no payments Formatted: Not Highlight
shall be made for such month. Formatted: Not Highlight
Formatted: No bullets or numbering
The Licensee shall, determine the final Royalty payable for the entire financial year after
Formatted: No bullets or numbering
adjustment of the Royalty for earlier months, made on a provisional basis.
Formatted: Not Highlight

6.2 If at the end of the financial year (ending 31 March), the sum of the Distribution Fee and Formatted: Not Highlight

the Direct Expenses exceeds the Gross Receipts for such financial year, no royalty shall be Formatted: Not Highlight
payable and the Licensee shall be entitled to recover from the Licensor an amount equal to such Formatted: Not Highlight
Formatted: Not Highlight

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shortfall. (GTO: Unlikely to have this scenario, hence, suggest to delete these 3 paragraphs.)] If, Formatted: Highlight
in any accounting period, the Distribution Fee and Expenses exceed the Gross Receipts for such
period, no Royalty shall be payable and Licensee shall deduct such excess of the Distribution Fee Formatted: No underline, Font color: Auto
and Expenses from Gross Receipts for the immediately succeeding accounting period(s). Formatted: Not Highlight
Formatted: Indent: Left: 0.5"
6.37.3 Authorised[GTO: Ayumi request to exclude Direct as SG&A is included as Formatted: Highlight
well. Mayuko, pls assist to replace Direct Expenses with Expenses] Direct Expenses: The Formatted: No underline, Font color: Auto
term Authorised Direct Expenses shall mean all costs and expenses incurred by Licensee oin
Commented [EY9]: You may consider clarifying that marketing,
its own name account, to exploit the the rights granted under this Agreement in the most selling, general and administration, fees or costs of any sublicnesees,
profitable mannerin connection with this Agreement and the performance thereof, including, or agents are also included in the Direct Expenses. [GTO: Mayuko,
please include this clarification highlighted by E&Y.]
but not limited to, all distribution costs in connection with the Rights licensed hereunder and bad
debts. [GTO: Ayumi, based on past years, what is the estimated/ usual bad debt India TV Further, request you to confirm whether Copyright Registration
expenses mentioned in Clause 4 on Page 6 is to be included in Direct
distribution experiences (in absolute quantum)? Depending on Ayumis response, we will Expenses [GTO: yes]
regroup to decide if bad debt risk will be borne by SPE LLC or SPE Films India.] If Licensee Commented [EY10]: It seems that no risk is borne by SPE
hires employees dedicated to supporting the distribution activities, Authorized Expenses Films India. If that be the case, SPE Films India will be a risk free
distributor.
shall include the salary, fringe benefits, location costs, infrastructure, telephone, etc.
associated with such employees. Given that those employment costs affect the Royalty In such a case, on the assumption that India-US Tax Treaty benefit
will be available, one can contend that SPE Films India should not
under this Agreement, Licensee agrees to consult with Licensor about any material change be held to be a dependent agent of SPE LLC.
in the dedicated employees, such as hiring and firing, provided that Licensee shall always
However, as you are aware, the Indian tax authorities have been
have the right to make any final decisions. Authorized Expenses must be approved in aggressive on PE determination under a group arrangement and
advance by the Licensor and the Licensee must provide appropriate support therefore any relief would be available only at a higher appellate
level.
documentation to the Licensor.] Direct Expenses shall not include selling, general, and
administrative expenses, corporate income tax, social contributions on profits, and the income To mitigate the above, SPE LLC may consider transferring some
risk to SPE Films India such as:
tax (whether or not by way of withholding tax) on remittances to the United StatesLicensor paid Bad debts risk is entirely transferred to SPE Films India; or
and/or payable by Licensee. A percentage of bad debts, based on industry standards to be
borne by SPE Films India and over and above the industry
standard, may be borne by SPE LLC.
Formatted: Highlight
2.8.MATERIALS:
Formatted: No underline, Font color: Auto
Formatted: Outline numbered + Level: 1 + Numbering
2.18.1 Physical Materials: Licensor shall deliver or make available to Licensee, at Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at:
Licensors usual rates, prints, tapes, digital files and other elements for the Films and Digital 0" + Tab after: 0.25" + Indent at: 0"
Content as available (collectively, Physical Materials). Licensee shall (a) determine as to each Formatted: Outline numbered + Level: 2 + Numbering
Film or Digital Content whether it shall be distributed in its original language version and/or in a Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at:
0.5" + Tab after: 0.75" + Indent at: 0"
dubbed and/or subtitled version, and (b) be permitted to dub and/or subtitle accordingly or
Commented [EY11]: We understand that as per the standard
authorize a 3rd party to undertake such dubbing or subtitling. Licensee shall not be required to policy of Sony, the Masters are provided without any charge to the
take prior approval from the Licensor for incurring such dubbing and/or subtitling expenses. All Licensee. Accordingly, kindly clarify the basis charging the
Licensee for the Masters under this Agreement.
costs incurred in connection with such dubbing and/or subtitling shall be considered an Direct [GTO: Ayumi confirms no charges are levied for Masters. Please
Expense. consider E&Y comment.]
Formatted: No underline, Font color: Auto
2.28.2 Advertising Materials: Licensor shall make available to Licensee, at Licensors Formatted: Outline numbered + Level: 2 + Numbering
usual rates, such trailers, advertising matter and accessories on the Films and Digital Content Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at:
0.5" + Tab after: 0.75" + Indent at: 0"
(collectively, Advertising Materials) as available and as Licensor., in its final judgment, deems
Commented [EY12]: We understand that as per the standard
reasonably necessary for use in the Territory. Further the Licensee shall be permitted to policy of Sony, the Masters are provided without any charge to the
undertake advertising and/or marketing activities in relation to the Films and Digital Content as it Licensee. Accordingly, kindly clarify the basis charging the
Licensee for the Masters under this Agreement. [GTO: Ayumi
deems fit and reasonably necessary for use in the Territory. The Advertising Materials and confirms no charges are levied for Masters. Please consider E&Y
Physical Materials shall be collectively referred to herein as the Materials. comment.]
Formatted: No underline, Font color: Auto

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 2.38.3 Delivery: The delivery of each Film and Digital Content shall be deemed to occur Formatted: Outline numbered + Level: 2 + Numbering
Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at:
when the Physical Materials for each such Film or Digital Content is made available to Licensee. 0.5" + Tab after: 0.75" + Indent at: 0"

8.4 Exhibition: Licensee shall comply with all restrictions and obligations binding on Formatted: Outline numbered + Level: 2 + Numbering
Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at:
Licensor in respect of the exhibition of the Films or Digital Content in the Territory of which 0.5" + Tab after: 0.75" + Indent at: 0"
Licensor shall have notified Licensee.
Formatted: Indent: Left: 0.5", No bullets or numbering
2.48.5 Employees: It is clarified that if Licensee hires employees dedicated to supporting Formatted: Outline numbered + Level: 2 + Numbering
the distribution activities, Direct Expenses shall include the salary, fringe benefits, location costs, Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at:
0.5" + Tab after: 0.75" + Indent at: 0"
infrastructure, telephone, etc. associated with such employees. Licensee agrees to consult with
Licensor about any material change in the dedicated employees, such as hiring and firing,
provided that Licensee shall always have the right to make any final decisions and provide any
supporting documents to Licensor, if required.

3.9.ACCOUNTING/REMITTANCES: Formatted: Outline numbered + Level: 1 + Numbering

Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at:
0" + Tab after: 0.25" + Indent at: 0"
3.19.1 Accounting Statements: Licensee shall prepare and send to Licensor monthly
Formatted: Outline numbered + Level: 2 + Numbering
accounting statements, in a format acceptable to Licensor for the Rights (the Statement). The Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at:
Statement shall present, in addition to other information contained therein: (1) monthly and 0.5" + Tab after: 0.75" + Indent at: 0"
cumulative Gross Receipts, (2) monthly and cumulative Direct Expenses, (3) monthly and
cumulative Net Profits before Income Taxes and calculation of Royalty, and (4) the resulting Formatted: No underline, Font color: Auto
monthly and cumulative Royalty. Formatted: No underline, Font color: Auto

3.29.2 Royalties Royalties for Gross Receipts received for during the period beginning Commented [EY13]: Kindly refer our comment in clause 7.1
above.
on the 16th of the previous month and ending on the 15th of each month during the Term and
thereafter whenever there are Gross Receipts shall be due and payable to Licensor on the last Formatted: Outline numbered + Level: 2 + Numbering
Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at:
business day of such latter month (the Payment Date). Licensor shall have no legal right to 0.5" + Tab after: 0.75" + Indent at: 0"
demand payment before the Payment Date; however, Licensee may, at its exclusive discretion,
pay Royalty before the Payment Date.

3.39.3 Books and Records: Licensee shall maintain true and accurate books and records Formatted: Outline numbered + Level: 2 + Numbering
Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at:
respecting all of the transactions by it and its licensees in respect of the Films or Digital Content, 0.5" + Tab after: 0.75" + Indent at: 0"
and Licensor shall have the right to examine same at all reasonable times and to take excerpts
therefrom and copies thereof.

3.49.4 Remittances: All sums payable to Licensor hereunder shall be paid as mutually Formatted: Outline numbered + Level: 2 + Numbering
Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at:
agreed at designated bank accountLicensors office first stated above, or at such other address as 0.5" + Tab after: 0.75" + Indent at: 0"
Licensor may so designate, and Licensee shall promptly notify Licensor of all such payments. In
the event that any monies payable to Licensor hereunder cannot be transmitted to California, or
to such other designated addressaccount, because of moratorium, embargo or other restrictions, Commented [EY14]: Does this mean that SPE LLC would have
Licensee shall deposit same locally to the credit of Licensor in such bank as directed/ instructed a bank account in India? [GTO: Per Ayumi, SPE LLC has no bank
account in India. Mayuko, what is this clause intended to provide
by Licensoras Licensor shall designate or, if otherwise instructed by Licensor, deal with such for?]
monies in compliance with such instructions, subject to local law. Commented [EY15]: Where amounts due to foreign entity are
utilized by the Indian entity on behalf of the foreign entity or set off
against receipts due to such Indian entity, this may lead to violation
of the rules under Foreign Exchange Management Act, 1999. [GTO:
Highlighted to Ayumi.]

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 9.5 Taxes: Except as expressly provided otherwise in this Agreement, Licensee shall be Formatted
solely responsible to determine, collect, bear, remit and pay, and shall hold Licensor forever
harmless from and against any and all taxes (including interest and penalties on any such
amounts), payments, or fees required to be paid to any third party now or hereafter imposed or
based upon the importation, licensing, rental, delivery, exhibition, possession, sale, or use
hereunder to or by Licensee of the Programs, copies, prints, Videograms, Materials, and
Licensed Rights, including, without limitation, all applicable national, regional, or local value
added, sales, use, consumption, and similar taxes (Sales Taxes), arising in connection with this
Agreement. The Royalties, and other payments due from Licensee to Licensor under this
Agreement are exclusive of and unreduced by Sales Taxes. Licensee shall pay to Licensor any
Sales Taxes that are owed by Licensee under this Agreement which Licensor is required to
collect from Licensee under applicable law. Where applicable law requires Licensee to self-
assess or reverse-charge Sales Taxes, Licensee shall be responsible for complying with such law.
If applicable, Licensee may provide to Licensor a valid Sales Tax exemption certificate, in which
case Licensor shall not collect the taxes covered by such certificate.
6.4 Subject to local law, Licensee specifically acknowledges and agrees that it shall (i)
take all steps necessary to ensure that all tax receipts issued in connection with the payment of
the Royalty shall be issued solely in the name of Licensor, and (ii) promptly provide all such tax
receipts to Licensor. Licensor shall promptly supply Licensee with all requested related tax
documentation.
9.5.1 All payments stated herein will be exclusive of and made free and clear of Formatted
and without deduction or withholding for or on account of any tax, duty or other charges, of
whatever nature imposed by any taxing or governmental authority, unless such deduction or
withholding is required by applicable law, in which case Licensee will: (a) withhold the legally
required amount from payment; (b) remit such amount to the applicable taxing authority; and
(c) within thirty (30) days from the end of the quarter in which the quarterly withholding tax
return is filedof payment, deliver to Licensor original documentation or a certified copy
evidencing such payment (Withholding Tax Receipt) issued solely in the name of Licensor. [ Commented [EY16]: It is assumed that based on the
withholding tax receipt issued with SPE LLCs name, SPE LLC will
In the event Licensee does not provide a Withholding Tax Receipt in accordance with the be eligible to claim credit of Indian withholding taxes in the USA.
preceding sentence, Licensee will be liable to and will reimburse Licensor for the withholding [GTO: noted]
taxes deducted from license fees. GTO: Rejected deletion by E&Y. To retain language as SPE
LLC would not be able to claim FTC without WHT receipt. ]

4.10. OWNERSHIP: Legal title in all Materials made available hereunder by Licensor or Formatted: Outline numbered + Level: 1 + Numbering
Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at:
manufactured in the Territory pursuant to Paragraph 78.1 hereof is completely reserved to 0" + Tab after: 0.25" + Indent at: 0"
Licensor, subject to Licensees right to use such Materials in accordance with and subject to the
terms of this Agreement. On the expiration or earlier termination of Licensees rights in any
Film or Digital Content, Licensee shall promptly return handover all Materials to such location
or locations as may be designated by Licensor, or at Licensors request destroy and promptly Formatted: No underline, Font color: Auto
furnish to Licensor an officers certificate attesting to such destruction of Materials and, on
Licensees failure to do so, Licensor shall have the right to seize and take possession thereof in
the same manner as provided in Paragraph 1112.1.3 below in the case of a default by Licensee.

5.11. COPYRIGHT REGISTRATION: If it is necessary or expedient to obtain a copyright Formatted: Outline numbered + Level: 1 + Numbering
Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at:
registration or other legal registration or protection for any Films or Digital Content in the 0" + Tab after: 0.25" + Indent at: 0"
Territory, Licensee shall, or shall cause its sublicensees to, do all acts and take all proceedings

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necessary or expedient to secure such registration or protection in such name as Licensor shall
designate. Licensee shall bear all costs incurred in connection with the foregoing.

6.12. TERMINATION: Formatted: Outline numbered + Level: 1 + Numbering

Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at:
0" + Tab after: 0.25" + Indent at: 0"
6.112.1 Default By Licensee: Licensees rights hereunder are dependent and
Formatted: Outline numbered + Level: 2 + Numbering
conditional on the due and faithful performance by Licensee of each of the terms and conditions Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at:
herein contained, all of which are of the essence of this Agreement. In addition and without 0.5" + Tab after: 0.75" + Indent at: 0"
prejudice to any and all other remedies available to it hereunder or otherwise, Licensor, at its
option, shall have the right to terminate this Agreement on fifteen (15) business days prior
written notice to Licensee, upon the occurrence of any of the following events, provided that
during such fifteen (15) day period, if curable, Licensee fails to cure such breach to Licensors
reasonable satisfaction: (i) Licensee defaults in the due performance of any of the terms or
conditions to be performed by it hereunder, (ii) Licensee is adjudged a bankrupt or (iii) a
receiver, trustee or liquidator of Licensees property is appointed. In the event of a termination
pursuant to this Paragraph 1113.1, the following shall apply:

6.1.112.1.1 Licensor shall have the right to keep and retain absolutely any Formatted: Outline numbered + Level: 3 + Numbering
Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at:
deposit and any other payments theretofore made to Licensor as and for Licensors partial 1" + Tab after: 1.5" + Indent at: 0"
liquidated damages and on account of any claims Licensor may then have or thereafter have
against Licensee.

6.1.212.1.2 Licensor shall have the right at its option to (i) be subrogated to the Formatted: Outline numbered + Level: 3 + Numbering
Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at:
rights of Licensee under any contract made by Licensee with third parties for the distribution or 1" + Tab after: 1.5" + Indent at: 0"
exhibition of any Film or Digital Content supplied by Licensor hereunder, (ii) enforce the
performance of each of such contracts, (iii) receive and retain as and for its own property all
monies that may become due and payable thereunder, and (iv) generally in every way, succeed to
the right, title and interest of Licensee in, to and under all such contracts.

6.1.312.1.3 Licensee shall immediately return, free of chargeat its own cost, all Formatted: Outline numbered + Level: 3 + Numbering
Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at:
Materials relating to the Films and Digital Content embraced herein, or at Licensors request 1" + Tab after: 1.5" + Indent at: 0"
destroy and promptly furnish to Licensor an officers certificate attesting to such destruction of
Formatted: No underline, Font color: Auto
Materials. If Licensee fails to do so, Licensor shall have the right to seize and take possession of
the same wherever they may be found and enter any building, warehouse, office or other place
for the purpose of taking such possession.

6.1.412.1.4 To enforce the performance of all such contracts as set forth in Formatted: Outline numbered + Level: 3 + Numbering
Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at:
Paragraph 11.1.2 above and for each purpose set forth herein, Licensee in such case appoints 1" + Tab after: 1.5" + Indent at: 0"
Licensor as Licensees true and lawful attorney-in-fact to (i) do all things and to take all steps
and legal proceedings which Licensor may deem necessary, proper or expedient to enforce such
contracts and the payment by the parties thereto of all monies that may become due and payable
thereunder, and (ii) to secure possession of all Materials.

6.212.2 Termination By Either Party: As provided in Paragraph 3 above, either Formatted: Outline numbered + Level: 2 + Numbering
Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at:
party hereto shall have the right to terminate this Agreement, at any time, by so notifying the 0.5" + Tab after: 0.75" + Indent at: 0"
other party in writing no later than thirty (30) days prior to the effective date of termination. If

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notice is given pursuant to the preceding sentence, no additional Films or Digital Content shall
be delivered by Licensor thereafter. If the right of termination is exercised by Licensor, (i)
Licensor shall assume and perform all agreements for the distribution or exhibition of the Films
and Digital Content which were previously made by Licensee, to the extent that the same require
performance after the termination date, and (ii) Licensee shall furnish Licensor with copies of all
such outstanding agreements, and (iii) The Licensor shall not be responsible for discharging Commented [EY17]: EY India IDT Comment : This clause
has been inserted to strengthen our argument that SPE India does not
payments to vendors on account of the Direct Expenses and/or other expenses incurred by the incur expenses on behalf of SPE LLC.
Licensee in connection with this agreement and outstanding as on the date of termination of the
A better case to argue for defending the deduction of Direct
agreement. As to agreements which Licensor does not assume (and is not required to assume), Expenses from gross receipts for the purpose of computation of
Licensee shall hold Licensor free and harmless from liability in connection therewith. As to royalty.
agreements which Licensor is required to assume and perform, or which it elects to assume and [GTO: noted]
perform, as aforesaid, it shall be subrogated to all rights of Licensee thereunder. Formatted: No underline, Font color: Auto
Formatted: No underline, Font color: Auto
7.13. GOVERNING LAW: All questions arising hereunder shall be interpreted and governed
Formatted: Not Highlight
under and by the laws of the State of California and the United States of America.
Formatted: No underline, Font color: Auto

14. NO AGENCY /PARTNERSHIP/ JOINT VENTURE/ ASSOCIATION OF PERSONS: Formatted: Not Highlight

Nothing contained herein shall be construed as in any way constituting an agency relationship Formatted: No underline, Font color: Auto
between the parties hereto, or be construed to evidence the intention of the parties to constitute Formatted: Not Highlight
such a relationship. Licensor shall not be liable for or be bound by any debts, representations, Formatted: No underline, Font color: Auto
causes, neglects or omissions of Licensee. Notwithstanding the close cooperation, coordination Formatted: Outline numbered + Level: 1 + Numbering
and interaction between the Parties as contemplated in this Agreement; it shall not be construed Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at:
0" + Tab after: 0.25" + Indent at: 0"
to constitute the parties hereto as partners, or joint venturers, or association of persons or either
Commented [EY18]: EY India IDT Comments : To strengthen
party as the employee or agent of the other. No person or entity shall be deemed a third party principal to principal arrangement
beneficiary of this Agreement. Nothing in this Agreement, express or implied, is intended to [GTO: noted]
confer upon any other person or entity any legal or equitable right, benefit or remedy of any Formatted: Outline numbered + Level: 1 + Numbering
nature whatsoever under or by reason of this Agreement. Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at:
0" + Tab after: 0.25" + Indent at: 0"
Formatted: No underline, Font color: Auto
8.15. RELATIONSHIP BETWEEN THE LICENSOR AND THE LICENSEE : The
Formatted: No underline, Font color: Auto
relationship between the Licensor and Licensee shall be on a principal to principal basis. The
Licensee shall have no authority, express or implied to represent or bind the Licensor in respect Formatted: List Paragraph, Left, No bullets or numbering

of or to hold itself out as having any authority to do or cause to be done, anything other than the Formatted: No underline, Font color: Auto
function and duties expressly specified in this Agreement. Also, the overall governance of the Formatted: Outline numbered + Level: 1 + Numbering
Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at:
Licensor on the manner in which the Licensed Rights are exploited by the Licensee within the 0" + Tab after: 0.25" + Indent at: 0"
Territory and with a view to safeguard its business interest and reputation in general and
therefore, the same cannot be construed as creating a master-servant, principal-agent, franchisor-
franchisee, head office-branch or similar relationship between parties hereto. Notwithstanding
anything to the contrary contained in this Agreement, the Parties hereby represent and agree that
the intent reflected in this clause shall determine all matters in case such a dispute arises.

9.16. ASSIGNMENT: Licensee shall not assign or part with the benefit of this Agreement by Formatted: Outline numbered + Level: 1 + Numbering
Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at:
operation of law or otherwise without the written consent of Licensor. 0" + Tab after: 0.25" + Indent at: 0"

10.17. FURTHER ASSURANCES: Each of Licensor and Licensee hereby agree to take any Formatted: Outline numbered + Level: 1 + Numbering
Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at:
and all other actions, and execute and deliver any and all documents or other instruments, 0" + Tab after: 0.25" + Indent at: 0"

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reasonably requested by the other party in furtherance of the transactions contemplated by this
Agreement.

11.18. NOTICES: All notices, requests, demands and other communications to be given or Formatted: Outline numbered + Level: 1 + Numbering
Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at:
delivered under or by reason of the provisions of this Agreement shall be in writing (which shall 0" + Tab after: 0.25" + Indent at: 0"
include notice by telecopy or like transmission) and shall be deemed given (i) on the day it is
delivered (or if that day is not a day on which commercial banks are open for business in the city
specified in the address for notice provided by the recipient (a Local Business Day), or if
delivered after the close of business on a Local Business Day, on the first following day that is a
Local Business Day) when (x) delivered personally against receipt or (y) sent by overnight
courier, or (ii) on the day when transmittal confirmation is received if sent by telecopy (or if that
day is not a Local Business Day, or if after the close of business in the city specified in the
address on a Local Business Day, on the first following day that is a Local Business Day) to the
parties at the following addresses (or to such other addresses as a party may have specified by
notice given to the other parties hereto pursuant to this provision):

If to Licensor: SPE India Films Holding LLC

10202 West Washington Boulevard
Culver City, California 90232
USA
Attention: President, Sony Pictures Television International
Fax: 1-310-244-6353

with a copy to: Attn: Corporate and Distribution Legal DepartmentSony

Pictures Entertainment Inc.
10202 West Washington Boulevard
Culver City, California 90232
USA
Attention: Corporate and Distribution Legal Department
Fax: 1-310-244-2182

If to Licensee: SPE Films (India) Private Limited

503, Alpha Building, Main Street
Hiranandani Gardens, Powai
Mumbai 400076 India
Attention: Managing Director
Fax #: 91-225-697-5162

IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
first above written.

SPE INDIA FILMS HOLDING LLC SPE FILMS (INDIA) PRIVATE LIMITED

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______________________________________ _______________________________________
By: By:
Its: Its:

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