EXHIBIT XX

(Australia)

THIS EXHIBIT XX is attached to the International Video-On-Demand License Agreement, dated as of [______], 2011, between Culver Digital Distribution Inc. and Microsoft Corporation(“Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement. The parties hereto agree as follows:

  1. “Territory” shall mean Australia.
  1. “Licensed Language” and “Primary Licensed Language” shall mean, for each Included Program, its original language version or, if its original language version is not English, the original language version dubbed or subtitled in English.
  1. “Current Film” shall mean a feature-length film (a) that is (i)released theatrically in the Territory (“Theatrical Release”), or (ii) released theatrically, but not in the Territory (“NTR”), or (iii) released “direct-to-video” in the U.S. or the Territory(“DTV”), or (iv) released on television in the U.S. or the Territory (“TVM”), (b)with an Availability Date during the Avail Term, (c)the Availability Date for which is (i) with respect to a Theatrical Release or a NTR, no more than 60 days after its Home Video Street Date (or, if no Home Video Street Date, then 9 months after theatrical release in the Territory; or, if no theatrical release in the Territory, then 24 months after U.S. theatrical release) and (ii) with respect to a DTV or TVM, no more than 60 days after its Home Video Street Date (or, if no Home Video Street Date, then 12 months after U.S. theatrical release; or, if no U.S. theatrical release, then 12 months after initial television release in the U.S. or the Territory), and (d)for which Licensor or any other SPE Entity unilaterally controls without restriction all necessary exploitation rights, licenses and approvals hereunder (the “Necessary Rights”).
  1. “Library Film” shall mean any film made available hereunder during the Avail Term for which Licensor or any other SPE Entity unilaterally controls without restriction all Necessary Rights and that does not qualify as a Current Film hereunder due to its failure to meet the criteria set forth in subclause (c) of the definition of “Current Film” above.
  1. Ratings.

5.1Where no advisory information is provided by Licensor with respect to any Included Program with the initial delivery of such Included Program, Licensee shall have the right (subject to applicable law) to apply its own rating to such Included Program (and, at Licensee’s discretion, such rating may be an “unrated” or “not rated” rating, or, at Licensee’s option, Licensee shall have the right to instead not assign a rating to such Included Program if it is Licensee’s regular practice to not assign a rating in the applicable Territory to content for which no advisory information is provided by the applicable licensor). Licensee shall make details of the ratings it determines available to Licensor, and in the event Licensor reasonably disagrees with such rating, the parties shall discuss such rating in good faith. Licensee shall update any rating which the parties agree should be changed.

5.2In the event that a compulsory content classification body (“Compulsory Regime”) or such other non-compulsory classification scheme to which Licensor and Licensee voluntarily submit(“Non-Compulsory Regime”) for online movie distribution is established within the applicable Territory for content distributed by means of VOD, both parties shall comply with such Compulsory Regime or Non-Compulsory Regime, as applicable. The parties agree to discuss in good faith the implementation of such Compulsory Regime or Non-Compulsory Regime in the context of distribution of the Included Programs and shall do nothing to put the other party in breach of such Compulsory Regime or Non-Compulsory Regime (including but not limited to the supply of information, materials and metadata). In the event of non-compliance with any Compulsory Regime or Non-Compulsory Regime to which both parties become a member, Licensor shall have no obligation to supply and Licensee shall have no obligation to distribute the relevant Licensor Content in the applicable Territory. For the avoidance of doubt, neither party shall be under any obligation to join any Non-Compulsory Regime.

5.3Licensor shall informally advise Licensee of applicable theatrical and/or home entertainment ratings for Included Programs (where available) for Licensee’s general reference, it being acknowledged by the parties that such theatrical/home entertainment ratings (which are not applicable to online exploitation) are also proprietary to the issuing classification body and are not applicable for use by Licensee on the Licensed Service.

  1. Deemed Retail Price/Licensor’s Share.The Deemed Retail Price and Licensor’s Share shall be as set forth below:

Included Program Category / Standard Definition Deemed Retail Price
(A$) / High Definition
Deemed Retail Price
(A$) / Licensor’s Share
Current Films with Availability Date 46 days or more after Home Video Street Date / $5.45 / $6.35 / 60%
Current Films with Availability Date 31 days to 45 days after Home Video Street Date / $5.45 / $6.35 / 65%
Current Films with Availability Date 1 day to 30 days after Home Video Street Date / $5.45 / $6.35 / 70%
Current Films with Availability Date day and date with Home Video Street Date / $6.35 / $7.26 / 70%
Library Films / $3.63 / $4.54 / 55%
  1. Taxes.
  2. GST.
  3. GST payable in addition to Payments: The parties agree that:

(a)all Payments have been set or determined without regard to the impact of GST;

(b)if the whole or any part of a Payment is the consideration for a Taxable Supply, GST Amount in respect of the Payment must be paid to the payee as an additional amount, either concurrently with the Payment or as otherwise agreed in writing; and

(c)the payee will provide to the payer a Tax Invoice at the same time at which any GST Amount is payable, unless the payer is entitled to issue a Recipient Created Tax Invoice under Section 9.2.2 below.

7.1.2Invoices: The parties agree that:

(a)the payer may issue a Recipient Created Tax Invoice in relation to any Supply which is made by the payee under this Agreement and unless otherwise agreed by the parties, the payee shall not issue a Tax Invoice in relation to that Supply.

(b)where the payer is not permitted under the GST Law or a Ruling made by the Commissioner of Taxation to create a Recipient Created Tax Invoice in relation to a particular Supply under the Agreement, the payee must issue a Tax Invoice to the payer in relation to that Supply.

(c)the payer must provide to the payee a copy of each Recipient Created Tax Invoice that it issues at the same time at which any GST amount is payable and the payer must retain the original.

(d)the parties shall comply with any other requirements of the Commissioner of Taxation in relation to the issue of a Recipient Created Tax Invoice.

7.1.3Registration: Each party will immediately notify the other party if it ceases to satisfy any of the requirements of the Commissioner of Taxation in relation to the issue of a Recipient Created Tax Invoice in connection with this Agreement.

7.1.4Adjustments: Where the payer issues a Recipient Created Tax Invoice in relation to a Supply it must issue any Recipient Created Adjustment Note in relation to that Supply as required under the GST Law and must send a copy of that Adjustment Note to the payee and retain the original instead of an Adjustment Note being issued by the payee.

7.1.5GST on claims: The parties agree that:

(a)If a payment to satisfy a claim under or in connection with this Agreement gives rise to a liability to pay GST, the payer must pay, and indemnify the payee against the amount of that GST.

(b)If a party has such a claim for a cost of which that party must pay GST, the claim is for the cost of all GST (except any GST for which that party can obtain an input tax credit).

7.1.6Definitions: For the purposes of this Section 7.1 the following definitions apply:

(a)“GST” means the same as in the GST Law.

(b)“GST Amount” means, in relation to a Payment, an amount arrived at by multiplying the Payment (or relevant part of a Payment if only part of a Payment is the consideration for a Taxable Supply) by the appropriate rate of GST.

(c)“GST Law” means the same as in A New Tax System (Goods and Services Tax) Act 1999 (Cth of Australia) or, if that Act is not valid or does not exist for any reason, means any Act imposing or relating to the imposition or administration of a goods and services tax in Australia and any regulation made under that Act.

(d)“Payment” means:

(i)the amount of any monetary consideration other than a GST Amount payable under this Section; and

(ii)the GST Exclusive Market Value of any non-monetary consideration,

paid or provided by one party to another for any Supply made under or in connection with this Agreement and includes any amount payable by way of indemnity, reimbursement, compensation or damages.

(e)“Recipient Created Tax Invoice” means the same as in the GST Law.

(f)“Supply” means the same as in the GST Law.

(g)“Tax Invoice” means a tax invoice complying with the requirements of any law about GST.

(h)“Taxable Supply” means the same as in the GST Law.

Capitalized terms which are not defined in this Section7.1 but which have a defined meaning in the GST Law have the same meaning in this Section7.1.

  1. Except as specifically set forth herein, the terms of the Agreement shall remain in full force and effect in accordance with its terms. Section or other headings contained in this Exhibit XX are for reference purposes only and shall not affect in any way the meaning or interpretation of this Exhibit XX; and, no provision of this Exhibit XX shall be interpreted for or against any party because that party or its legal representative drafted the provision.

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