Location Agreement

LOCATION AGREEMENT

This Location Agreement (“Agreement”) is entered into as of September 1, 2014, by and between Los Angeles Dodgers LLC, a Delaware limited liability company, with its principal place of business located at 1000 Elysian Park Avenue, Los Angeles, California 90012(“Dodgers”), andTrackdown Productions, Inc., a California corporation,with its principal place of business located at 10202 Washington Boulevard, Lean 200, Culver City, California 90232(“Producer”). Hereinafter, Dodgers and Producer may each be referred to individually as a “Party” and collectively as the “Parties.”

RECITALS

A.WHEREAS, Dodgers own and/or control the sports and entertainment venue located at 1000 Elysian Park Avenue, Los Angeles, California, and known generally as Dodger Stadium (the “Premises”);

B.WHEREAS, Producer desires to enter the Premises and to film thereon footage for an episode of Producer’s television program currently entitled “The Queen Latifah Show” (the “Program”); and

C.WHEREAS, Dodgers desire to permit Producer to use the Premises in the manner described in this Agreement, subject to the terms and conditions set forth below.

COVENANTS

NOW, THEREFORE, in consideration of the foregoing Recitals, and of the mutual promises, covenants, conditions, warranties, and representations set forth in this Agreement, the Parties hereto agree as follows:

1.Production Period; Use of Premises

(A)Dodgers hereby grant to Producer the non-exclusive right to enter and utilize such areas of the Premises as are described below from 3:45p.m. until 7:45p.m. on September 2, 2014 (the “Production Period”)solely to film the Program. Throughout the Production Period, Producer will conduct all of its activities on the Premises in accordance with the terms of this Agreement, and will adhere to the schedules and the requirements and limitations on use set forth below:

(1)All filming and production work to be conducted by Producer during the Production Period will be conducted only on that portion of the Premises located within the playing field area, and, subject to the approval of Dodgers’ Senior Vice President, Stadium Operations, or his representative, any other areas required by Producer for the Program (collectively, the “Filming Locations”), for the purpose of filming the Program. Except as expressly authorized in this Agreement, Producer will not conduct any filming and/or production work on any other portion of the Premises or at any other time without the prior approval of Dodgers, which approval may be granted or denied by Dodgers at their sole discretion.

(a)Vehicles are not permitted anywhere on the grass portion of the playing field during the Production Period without the prior approval of Dodgers, which may be granted or denied by Dodgers at their sole discretion. Producer acknowledges and agrees that Dodgers have certain policies regarding the use of vehicles and equipment on the warning track surrounding the playing field, and Producer will comply with those policies: e.g., vehicles cannot have leaks and cardboard sheeting must be placed beneath the engine block of vehicles while on the warning track. Producer will reimburse Dodgers for any and all costs to repair damages to the warning track resulting from Producer’s activities on the warning track.

(b)Subject to the provisions of Section 2, below, Producer will use only handheld cameras while on the playing field, and will place ¾” plywood boards beneath its equipment, if applicable, to protect the playing field and warning track in connection with all filming on the field and warning track, including, without limitation, any cables, chairs, sound and video equipment, and any grippage or lighting required for each shot. Any equipment will be assembled off of the playing field and carried onto the field just before filming begins. Dodgers retain the right to limit or restrict any of Producer’s equipment that Dodgers deem, in their sole discretion, may cause harm or damage to the playing field. Producer will reimburse Dodgers for any and all maintenance and/or repair costs for damage to the playing field resulting from Producer’s activities. Producer will limit the number of its Crew (as defined below) allowed onto the playing field throughout the Production Period.

(2)Producer’s “Crew” will consist of not more than twenty-one (21) people (including the camera, grip and audio crews, production personnel, talent, and support staff). Producer’s “Vehicles” will consist of not more than three(3) production vehicles, the Crew’s personal vehicles, and any additional production vehicles which may be brought onto the Premises with Dodgers’ approval.

(3)Commencing at 3:45p.m. on September 2, 2014, Producer’s Crew will be permitted to enter the Premises through Gate “A,” to park their Vehicles in parking lot 15,and to set up production equipment within the Filming Locations.

(4)By not later than 12:00 p.m. on September2, 2014, Producer will provide to Dodgers a list of the names of all of the members of the Crew and the number of Vehicles to be admitted to the Premises during the Production Period. All members of the Crew entering the Premises will be subject to security checks (including, without limitation, photo identification checks, pat-downs, and bag searches) to be conducted by Dodgers’ security personnel at their sole discretion. Throughout the Production Period, all members of the Crew will wear credentials to be issued to them by Producer. Any Crew member who is not wearing a credential will be denied entrance to the Premises or may be asked to leave the Premises.

(5)Producer acknowledges that the Premises will be used by Dodgers during the Production Period for activities other than those described in this Agreement. Accordingly, Producer agreesDodgers will have full, complete, and absolute authority to establish schedules for the use and availability of any locations, facilities, and/or services on the Premises, including, without limitation, the Filming Locations, and to determine when and to what extent any sharing of such locations, facilities, and/or services is necessary or desirable. Producer further agrees to comply with any such schedules and to fully cooperate in any sharing arrangements established by Dodgers. Finally, Producer acknowledges that Dodgers are scheduled to play a regular season home game on the Premises on September 2, 2014 (the “Game”), and hereby agrees that Dodgers’ use of the Premises in connection with the aforementioned game supersedes any use that Producer may make of the Premises hereunder. Producer will use its best efforts not to obstruct, impede, disrupt, and/or interfere with Dodgers’ employees and/or fans during the Game.

(6)All electrical power required by Producer to operate its equipment during the Production Periodwill be supplied by Producer through its own means (e.g., a generator).

(7)Producer will be responsible for all filming and production elements to be conducted by Producer during the Production Period (collectively, the “Production Elements”). Producer hereby represents and warrants that no aspect of the Program, including the Production Elements, will violate any applicable law, ordinance, and/or government regulation, and/or create a foreseeable danger to the public and/or the Premises, including the Filming Locations. If any aspect of the Program, including, without limitation, any of the Production Elements, requires any permits and/or licenses, Producer will be solely responsible, at its sole expense, for obtaining any such permits and/or licenses.

(8)All of Producer’s equipment and Vehicles will be removed from, and Producer and its Crew will vacate, all areas of the Premises by not later than 7:45p.m. on September 2, 2014.

(B)In connection with Producer’s use of the Premises hereunder, but subject to the provisions of Sections 1(B)(1) through 1(B)(4), and Sections 1(C) and 1(D), below, Dodgers hereby grant Producer the right to film, record, and photograph the Filming Locations and all fixtures and materials located thereon, and to incorporate such footage, recordings, and/or photographs (the “Footage”) in the Program; provided, however, that all rights of every kind and nature whatsoever in and to the Footage will be and remain the sole and exclusive property of Dodgers, in perpetuity, in any and all media throughout the world, subject to Producer’s right to use the Footage as provided herein.

(1)Producer acknowledges and agrees that Dodgers alone will own and control all copyrights and other intellectual property rights in and to all Footage. Producer hereby irrevocably and in perpetuity assigns any and all rights in and to the Footage to Dodgers.

(2)Producerwill not incorporate in the Program, or otherwise use or exploit, any Footage without first obtaining a license (the “MLB License”) from Major League Baseball Properties, Inc. (“MLBP”), and will only exploit Footage to the extent permitted by MLBP in the MLB License. It will be Producer’s sole responsibility to obtain theMLB License from MLBPand to deliver a copy thereof to Dodgers before the broadcast, exhibition, or distribution of the Program or any Footage filmed on the Premises pursuant to this Agreement.

(3)Producer will not assign, license, sell, and/or exploit the Footage and/or any of Producer’s rights therein in any manner, without the prior written authorization of Dodgers, which authorization may be granted or denied by Dodgers at their sole discretion.

(4)Notwithstanding the provisions of Section 1(B), above, Producer will not film, photograph, record, or in any way depict in the Footage and/orthe Program any of Dodgers’ Marks (as defined below) without first obtaining a separate license and/or the express written authorization of MLBP (the “MLB Marks License”). It will be Producer’s sole responsibility to obtain the MLB Marks License from MLBP and to deliver a copy thereof to Dodgers before the broadcast, exhibition, or distribution of the Program and/or any Footage filmed on the Premises pursuant to this Agreement. For purposes of this Agreement, “Dodgers’ Marks” means any and all names, nicknames, slogans, emblems, logotypes, insignia, designs, devices, colors, artwork, coats of arms, trophies, uniforms, uniform designs, helmet designs, trademarks, trade names, service marks, trade dress, mascots (including all names and designs thereof), and stadium and ballpark names and designs, that at any time were or are owned, applied to be registered or registered, controlled, cleared for use by, or on behalf of, or licensed by, Dodgers. Without limiting the effect of the foregoing, Producer acknowledges and agrees that the term “Dodgers’ Marks” includes all images of Dodger Stadium and any landmarks or structures that can be identified as being Dodger Stadium(e.g., zigzag architecture of the Pavilion roofs, seat colors, concession stands, any and all signage, including, without limitation, luxury suite signs and directional signs, and any and all artwork and furniture in the luxury suite).

(C)Producer acknowledges that this Agreement does not grant Producer, and that nothing contained in this Agreement will be construed as granting Producer, the right to use the name, voice, likeness, character, and/or description of any person appearing in the Footage and/orthe Program. Therefore, notwithstanding any provision to the contrary contained in this Agreement, Producer will be and remain solely responsible for securing, and will secure, all necessary or appropriate consents and releases from any person whose name, voice, likeness, character, and/or description appears in the Footage and/orthe Program, and from any other Major League Baseball Clubs whose name, uniforms, trademarks, trade names, and/or service marks are depicted in the Footage and/or the Program.

(D)Producer acknowledges and agrees that Dodgers have entered into this Agreement on the basis of Producer’s express representation that the Programwill be filmed in accordance with the production memorandum (the “Production Memo”), which isattached hereto as Exhibit A and incorporated herein by this reference. Producer further agrees to notify Dodgers of any Material Change in the Production Memobefore filming commences, and Dodgers will have the right to review and approve or disapprove, at Dodgers’ solediscretion, the Material Change before any filming based upon such changes commences. For purposes of this Agreement, a “Material Change” will include, without limitation, any change in the manner in which Dodgers, Dodgers’ Marks, and/or the Premises are depicted, referenced, and/or used in the Program.

2.Setup of Equipment

(A)Producer will coordinate with Dodgers with regard to the placement and location of any cameras, equipment (including, without limitation, lighting equipment), and/or props brought onto the Premises by Producer for the purpose of filming, recording, and/or producing the Program. Any decisions made by Dodgers regarding Producer’s use of the Premises, including, without limitation, the Filming Locations, as contemplated herein will be final and binding on the Parties, and Dodgers will have the right to make such decisions in exercise of their sole discretion after meaningfulconsultation with Producer.

(B)Producer will not attach any props and/or other equipment to any structure on the Premises, or modify, alter, and/or improve any portion of the Premises, without the prior approval of Dodgers, which approval may be granted or denied by Dodgers in exercise of their sole discretion. Under no circumstances may Producer use mechanical fastening devices to attach props and/or equipment to any structure on the Premises if such devices will in any way alter or damage the structure. Except as specifically provided in this Agreement, Producer will not drive any vehicles and/or bring any pieces of heavy equipment, including, without limitation, booms and cranes, onto the Premises without the prior permission of Dodgers, which permission may be granted or denied by Dodgers in exercise of their sole discretion.

(C)Producer will not use power-actuated tools to drive pins into any concrete surface on the Premises, nor will it drill into the concrete floors, posts, columns, ceilings, walls, or any other structure on or portion of the Premises, except as specifically approved by Dodgers in exercise of their sole discretion.

3.Product Placement, Sponsors, and the Bank’s Marks

(A)Producer acknowledges that Dodgers have certain advertising agreements with sponsors which prohibit the display of advertising (including by means of cups or other goods or products bearing trademarks and/or logos) for competitive products within the Premises and/or Dodgers’ association with any competitive products. Therefore, Producer will not, under any circumstances, place or permit to be placed, erect or affix any signs, graphics, posters, billboards, and/or any other type of advertising display for any entity and/or sponsor in, on, or about the Premises without the prior written permission of Dodgers, which permission may be granted or denied by Dodgers at their sole discretion. Likewise, Producer will not cover, take down, or replace any signs on the Premises, including, without limitation, any signs, graphics, posters, and/or any type of advertisement for any entity and/or sponsor, in or about the Premises without the prior written permission of Dodgers, which permission may be granted or denied by Dodgers at their sole discretion.

(B)Producer will not use, reproduce, or in any way depict any signs on the Premises bearing the name, logos, trademarks, trade names, and/or service marks of any sponsors or third parties (the “Sponsor’s Marks”) in the Footage or the Program if such use could or would reasonably be determined to tarnish or dilute the trademark rights of the owner of such Sponsor’sMarks. Under no circumstances willany of the Sponsor’s Marks be used in any scene or photograph that includes firearms, gambling, illegal activities, nudity, alcohol abuse, or drug abuse. Any use of the Sponsor’s Marks by Producer will be made in accordance with the sponsor’s or third party’s brand guidelines, which will be obtained by Producer directly from the affected sponsor or third party. Without limiting the effect of Section 10(B), below, Producer will indemnify and hold harmless Dodgers from and against any and all demands, claims, suits, cause or causes of action, whether at law or in equity, costs, expenses, andreasonable outside attorney’s fees, and any liability whatsoever, for any damages and/or injuries whatsoever, arising out of, resulting from, or incident to Producer’s breach of the provisions of this Section 3(B).

(C)Producer will not use, reproduce, or in any way depict in the Footage or the Program any signs on the Premises bearing the name, logos, trademarks, trade names, and/or service marks of Bank of America (the “Bank’s Marks”) without securing Bank of America’s prior written approval for any such use of the Bank’s Marks.

4.Consideration for Use of the Premises

(A)In consideration for the use of the Premises during the Production Period and for such other rights as are granted herein by Dodgers to Producer, Producer will pay Dodgers a “Rental Fee” of One Dollar ($1.00) upon execution of this Agreement. Except as provided in Section 9, below, the Rental Fee will be deemed earned by Dodgers upon the execution of this Agreement and will be nonrefundable. Dodgers’ federal tax identification number is 20-0343133.