MEMORY DEVICE LICENSING AND DISTRIBUTION AGREEMENT

AGREEMENT DATE November __, 2010

LICENSEE Key 1 Entertainment [Key 1 to confirm formal legal name]

[Key 1 to provide address]

Tel : [Key 1 to provide]

Fax : [Key 1 to provide]

LICENSOR Culver Digital Distribution Inc., an affiliate of Sony Pictures Home Entertainment, Inc.

LAUNCH DATE “Launch Date” means April 1, 2011; provided that (a) Licensee, in its sole discretion, may postpone such date up to a maximum of sixty (60) days (i.e., to no later than June 1, 2011) and (b) the Launch Date may be any other date mutually agreed by the Parties in writing. For the avoidance of doubt, Licensee shall not commence manufacturing Units until the Launch Date.

PROGRAMS (a) All Programs with United States box office revenues in excess of $75,000,000 (each, a “Megahit”) that have a DVD Street Date during the Term or a Regional Extension and (b) in each country of the Territory, such other Programs that are mutually agreed by the parties from Availability Lists, but no more than one hundred (100) Programs per country during each twelve (12) month period of the Term or Regional Extension, as applicable, and no more than three hundred fifty (350) Programs in the aggregate throughout the Territory during any twelve (12) month period. For the avoidance of doubt, Licensor may, in its sole discretion, withhold Programs on a title-by-title basis from distribution hereunder on USB Drives (which such holdback shall not affect Licensee’s right to distribute such Program hereunder on Memory Cards).

“Availability Date” means a date determined by Licensor in its sole discretion. Licensee acknowledges and agrees that Availability Dates for Programs will vary by country and language in the discretion of Licensor.

“DVD Street Date” means the date on which the applicable program is first generally made available in the applicable country for sale to the general public in the standard definition DVD format, as determined by Licensor in its sole discretion.

“Program” means a feature-length audio-visual program (a) that is initially released theatrically, direct-to-video or on television in the Territory in effect as of its Availability Date, (b) with an Availability Date during the Term or a Regional Extension, if any, and (c) for which Licensor unilaterally controls without restriction all rights, licenses and approvals necessary to grant the rights granted hereunder (which may vary from country to country within the Territory).

TERRITORY “Territory” means the following regions (each, a “Region”): Launch Region 1, Launch Region 2 and Launch Region 3 (collectively, the “Launch Territory”) and, conditioned on the mutual written agreement of the parties on a Region-by-Region basis: (a) Extension Developed Region 1, Extension Developed Region 2 and Extension Developed Region 3 (the “Extension Developed Territory” and collectively with the Launch Territory, the “Developed Group”), (b) Tier 2 Region 1, Tier 2 Region 2, Tier 2 Region 3 and Tier 2 Region 4 (the “Tier 2 Group”) and (c) the Emerging Market Region/Group (collectively with the Extension Developed Territory and the Tier 2 Group but excluding the Launch Territory, the “Extension Territory”). The Developed Group, the Tier 2 Group and the Emerging Market Region/Group are referenced herein individually each as a “Territory Group” and collectively as the “Territory Groups.” Each Region is defined as follows:

“Launch Region 1” means Italy and Italian-speaking Switzerland.

“Launch Region 2” means France, French-speaking Switzerland, Tunisia, Monaco, Morocco and Algeria.

“Launch Region 3” means Spain and Andorra.

“Extension Developed Region 1” means Germany, Austria and German-speaking Switzerland.

“Extension Developed Region 2” means England, Scotland, Wales, Northern Ireland, the Channel Islands, the Isle of man, Eire, Malta and Gibraltar.

“Extension Developed Region 3” means Belgium, Luxemburg, Holland (Netherlands), Denmark, Finland, Greenland, Iceland, Norway and Sweden.

“Tier 2 Region 1” means Turkey, Albania, Bulgaria, Croatia, Czech Republic, Estonia, Hungary, Montenegro, Poland, Romania and Serbia.

“Tier 2 Region 2” means Bahrain, Egypt, Israel, Jordan, Kuwait, Lebanon, Libya, Saudi Arabia, Syria and the United Arab Emirates.

“Tier 2 Region 3” means Argentina, Brazil, Chile, Colombia, Mexico, Peru and Venezuela.

“Tier 2 Region 4” means Hong Kong, Indonesia, Malaysia, Philippines, Singapore, Taiwan and Thailand.

“Emerging Market Region/Group” means China (including Macau), India, Armenia, Azerbaijan, Belarus, Estonia, Georgia, Kazakhstan, Kyrgyzstan, Latvia, Lithuania, Moldova, State Federation of Russia, Tajikistan, Turkmenistan and Ukraine and Uzbekistan.

RIGHTS GRANTED Subject to Licensee’s compliance with the terms and conditions of this Memory Device Licensing and Distribution Agreement (“Agreement”), Licensor grants to Licensee, and Licensee hereby accepts, a non-transferable and limited right and license, solely during the Term and any Regional Extension(s), at all times subject to the Usage Rules and the content protection and DRM specifications set forth in Exhibit A or otherwise agreed by the Parties in writing, to (a) pre-load onto Memory Devices one Program per Memory Device in the Licensed Language in the Approved Format, (b) individually package such Memory Devices (each, as packaged, a “Unit”) for sale to consumers (provided that Licensee shall designate different SKUs to Units on a country-by-country and Program-by-Program basis), (c) distribute Units to retailers located in the applicable Territory for sale to consumers solely in the applicable Territory, and (d) promote the Units in the applicable Territory, provided that, unless Licensor provides written notice to the contrary, Licensee may commence (i) manufacture of Units no earlier than six (6) weeks prior to the Availability Date of the applicable Program, (ii) shipping Units no earlier than two (2) weeks prior to the Availability Date of the applicable Program, (iii) communicating the availability of Units to retailers no earlier than eight (8) weeks prior to the Availability Date of the applicable Program, (iv) promoting Units at retail no earlier than four (4) weeks prior to the Availability Date of the applicable Program and (v) ensuring Units are available to consumers at retail no earlier than the Availability Date of the applicable Program. Licensee shall have the right to engage subdistributors to fulfill the foregoing rights, provided Licensee has given Licensor notice at least ninety (90) days in advance, which such notice shall identify the applicable subdistributor, Memory Devices, Programs, portion of the Territory, scope of exclusivity and such other information reasonably requested by Licensor. For each Program, Licensee shall be solely responsible for all obtaining and complying with all local ratings and government approvals necessary to distribute Units in each country of the Territory.

For the avoidance of doubt, unless Licensor gives its prior written approval on a case-by-case basis (in each such case, Licensee shall submit the applicable request at least thirty (30) days in advance, and in no event shall Licensor’s silence be deemed consent), Licensee shall not have the right (A) to bundle Units together in the same package with any mobile devices, personal computers, other memory devices (i.e., a bundle of a single Unit with one or more other Units or non-Unit memory devices), televisions, Blu-ray and/or DVD players, portable Blu-ray and/or DVD players, satellite navigation systems or other products, (B) to “soft-bundle” Units in connection with any such products (e.g., by offering discounted or free Units in conjunction with the purchase of such products or a coupon for discounted or free Units inside the packaging of such products) or (C) to distribute unpackaged Units.

EXCLUSIVITY In each Region that is part of the Territory, Licensor shall not distribute the Programs preloaded onto Memory Cards during the Term or Regional Extension (but not the Sell-Off Period), as applicable. For the avoidance of doubt, there shall be no restrictions on Licensor’s right to exploit the Program (a) outside the Regions that constitute the Territory, (b) by USB Drives or any other digital storage devices other than Memory Cards (whether inside or outside of the Territory), (c) in any language other than the Licensed Languages or (d) by any other means not expressly granted to Licensee.

FIRST RIGHTS (a) Extension Territory. Before Licensor grants a license to a third party concerning the exclusive or non-exclusive distribution of Programs, on an output or bulk quantity basis, during the Term by means of flash memory cards in any country of a Region that has not been added to the Territory, Licensor shall notify Licensee, and Licensee shall have thirty (30) days to give Licensor notice exercising its right to add the applicable Region to the Territory in accordance with the terms of this Agreement. Upon the expiration of such period, Licensor shall be entitled to grant such rights to the third party.

(b) USB Drive Exclusivity. On a title-by-title basis, before Licensor grants a license to a third party concerning the exclusive or non-exclusive distribution of a Program by means of portable USB flash storage media in any country of the Territory (expressly excluding Regions that have not been added to the Territory) during the Term or a Regional Extension, as applicable, Licensor shall notify Licensee, and Licensee shall have (30) days to make Licensor an offer concerning such rights, which Licensor shall have the right to accept or decline in Licensor’s sole discretion. Upon the expiration of such period (or upon Licensor’s rejection of Licensee’s offer, if earlier), Licensor shall be entitled to grant such rights to the third party.

APPROVED FORMAT “Approved Format” means a compressed digital file containing a Program in Standard Definition, in 8 Mbps MPEG2 or 20 Mbps MPEG2 format, in Licensee’s proprietary format and DRM known as K1CP - Key 1 Content Protection in accordance with the specifications set forth in Exhibit B and encrypted in accordance with the content protection requirements set forth in Exhibit A. “Standard Definition” shall mean any resolution equal to or less than 480 lines of vertical resolution (and equal to or less than 720 lines of horizontal resolution).

MEMORY DEVICES “Memory Devices” means (a) NAND flash memory cards (“Memory Cards”), including without limitation SD, Micro SD, Mini SD, CompactFlash, Smart Media, Multi-Media Card and xD memory cards and (b) portable NAND-flash-based USB storage media (“USB Drives”), in each case solely to the extent they (i) are compatible with the applicable Approved Devices in the Territory, (ii) support the Approved Format and (iii) are branded with Licensee’s “Key 1” branding and, unless Licensor gives its prior written approval on a case-by-case basis (in each such case, Licensee shall submit the applicable request at least thirty (30) days in advance, and in no event shall Licensor’s silence be deemed consent), are not co-branded. For the avoidance of doubt, Memory Devices expressly exclude hard drives.

APPROVED DEVICES “Approved Devices” means any device compatible with Memory Cards or USB Drives that supports the Approved Format (in the case of Memory Cards, including via an adapter to such a device).

LICENSED

LANGUAGES “Licensed Languages” means the original language of each Program with subtitles or dubbing, to the extent available, in (a) Italian for exploitation in Launch Region 1, (b) French for exploitation in Launch Region 2, (c) Spanish for exploitation in Launch Region 3, and (d) mutually-agreed languages applicable to each country of each other Region added to the Territory hereunder.

TERM The term during which Licensor may exercise the “Rights Granted” in the Launch Territory, and each Region of the Extension Territory added before the Launch Date, shall commence on the Launch Date (provided that no Unit may be manufactured prior to the Launch Date and no Unit may be made available to consumers prior to the Availability Date of the Program thereon) and shall terminate twenty-four (24) months thereafter (the “Initial Term”), unless earlier terminated in accordance with the terms of this Agreement. Licensor shall have the sole option, in its sole discretion, to extend the Initial Term on a Region-by-Region basis for one additional two-year period (the “Extension Period”), and shall exercise such option, if at all, by written notice to Licensee no later than thirty (30) days prior to the expiration of the Initial Term. For the Launch Territories and each Extension Territory Region added before the Launch Date, the Initial Term and the Extension Period, if any, shall together be the “Term,” and each 12-month period during the Term, commencing on the Launch Date, shall be a “Term Year.”

The term during which Licensor may exercise the “Rights Granted” in each Region of the Extension Territory added after the Launch Date but during the Term shall commence on the Regional Extension Date (provided that no Unit may be made available to consumers prior to the Availability Date of the Program thereon) and shall terminate twenty-four (24) months thereafter (each, if any, a “Regional Extension Initial Term”), unless earlier terminated in accordance with the terms of this Agreement. “Regional Extension Date” means, for a Region, the date such Region was added to the Territory hereunder (which such date, if not set forth in writing mutually agreed by the parties, shall be determined by Licensor). Licensor shall have the sole option, in its sole discretion, to extend each Regional Extension Initial Term on a Region-by-Region basis for one additional two-year period (the “Regional Extension Renewal Period”), and shall exercise such option, if at all, by written notice to Licensee no later than thirty (30) days prior to the expiration of the Regional Extension Initial Term. For each applicable Region, the Regional Extension Initial Term and the Regional Extension Renewal Period, if any, shall together be the “Regional Extension,” and each 12-month period during a Regional Extension, commencing with the Regional Extension Date, shall be a “Regional Year.”

Absent any breach of this Agreement by Licensee, (a) for a twelve (12) month period (“Sell-Off Period”) after the expiration of the Term and each Regional Extension (and not in the event of termination by Licensor by reason of Licensee’s breach), Licensee shall have the non-exclusive right to continue shipping its existing inventory of Units in the applicable Region(s) of the Territory (subject to the terms of this Agreement including, without limitation, payment of all License Fees); provided Licensee shall not advertise Units in such Region(s) during the last six (6) months of the Sell-Off Period or manufacture Units during the Sell-Off Period for shipping (or retail distribution) in such Region(s), and (b) provided Licensee has paid the applicable License Fees, Licensee shall have no obligation to recall Units that Licensee shipped to retailers during the Term, Regional Extension(s) or Sell-Off Period in accordance with the terms of this Agreement.