RTI Proposal _February 4, 2010

FORMAT OPTION DEAL MEMO

(for negotiation purposes only)

FORMAT TITLE

VOCES ANONIMAS

OWNER/DISTRIBUTOR CONTACT

Flor Latina Silvana DAngelo Carolina Garcia

OPTION TERMS OPTION FEE Euro 20.000 net (recoupable if the option is finally excercised equal to 4 urban tales) payable no later than March 1st 2011 OPTION TERM 812 months upon execution (until Mipcom 2011)

NOTES

Right to produce a non-broadcastable pilot during the Option period

LICENCE TERMS LANGUAGE BROADCASTER TERRITORY

(in case of exercise) Italian only.RTI (Canale 5, Italia 1 e Rete 4 and any other Free and Pay TV channels and/or services owned or operated by Licensee or any other direct or indirect subsidiary of the Mediaset Group). Ok, within the territory Italy and Italian speaking territories (San Marino, Vaticano, Capo dIstria, Monte Carlo, Malta, Italian speaking Switzerland) plus possible and unintentional overspill. Notwithstanding the Territory, Licensee shall be entitled to retransmit the Local Version, only in the Language (Italian) and expressly excluding any dubbed or subtitled versions into other languages, on Mediaset Italia, a Mediaset pay channel distributed worldwide. ok

HOLDBACK

Related to the distribution of the Format , of the Original Programme and other versions of the Format in the Territory during the License Term. Ok subject to conditions set in License term clause. 41 episodes of 1 commercial hour, composed of 80 urban tales of different length: 74 x 30 3 x 60 3 x 20 5000 per urban tale including the format fee and the finished product, independently from the duration of the tale. Each tale can be chosen among the available ones or newly produced in location by RTI at the same fee. Plus the total amount of 2002.000 for the production of customized host introduction clips for each urban tale . This fee is only valid for any production made in Uruguay and does not apply to any production work which could imply any travel or stay in Italy, which would be discussed and quote in further if requested. 16 tales. Minimum 2016 MINIMUM 10080.000 + urban tales GUARANTEED in case 42.000
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ORIGINAL SERIES

LICENCE FEE

N. EPISODES

RTI Proposal _February 4, 2010

the option is excercised

euros 104,000 , payment conditions to be set in license agreement upon exercising of the option

BROADCASTING RIGHTS

Exclusive Free and Pay Tv only. Free Television= analog and/or digital (including high definition) transmission on a programming service or channel (including the simultaneous, unaltered and linear retransmission), by any and all means of transmission, now known or hereafter devised, including, without limitation terrestrial over-the-air broadcast, cable, satellite, IPTV, Internet and/or Wireless for reception on a viewing device (e.g., television sets, video stations, mobile phones, handheld computers, i-pods or similar audio and/or video devices, notebooks, personal computers), without any charge (other than fees charged by a governmental agency on those who operate TV sets) being made to the viewer. Notwithstanding anything to the contrary herein, Free Television shall include Licensees right to make the Program available in the Licensed Language on any Free On Demand, including any Advertiser-funded Video On Demand, catch up service, targeted to consumers located within the Territory, for a period of no more than fourteen (14) days from the linear transmission of the Program on Free Television. Pay Television = collectively Basic Pay Television and Premium Pay Television by any and all means of transmission, now known or hereafter devised, (including but not limited to cable, DSL, DTT, satellite, IPTV, Internet and/or Wireless) via analog and/or digital (including high definition) broadcasting . Basic Pay Television means that mode of programming distribution by which a programming service or channel is delivered for exhibition to subscribers upon their payment of monthly or other regular subscription and/or access fees charged for the first or lowest tier(s) of service (including a tier which is required to be purchased or accessed before access to other television services is permitted) containing such service or channel where such service or channel is not capable of being subscribed for on an individual basis. Premium Pay Television means that mode of programming distribution by which a premium pay programming service or channel may only be intelligibly received upon payment by subscribers of a subscription fee in addition to or in a greater amount than that payable for the basic or lowest level of program services or channels and where the service or channel is capable of being subscribed for on an individual basis and/or includes premium content such as sports and movies. For the avoidance of doubt, Pay Television shall include all forms of subscription, including without limitation Subscription Video On Demand (SVOD). Note: mobile rights are not included. If mediaset is interested in exploiting it , we should include it in the ancilliary rights and agree the revenue share.

LICENCE TERM

7 years if only 20 are produced licence term for 3 years. (or we will lose lot of possibilities to sell the other 60 programs, it is understandable)
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RTI Proposal _February 4, 2010

N. OF RUNS ON CANALE 5, ITALIA1 AND RETE4 (MAIN CHANNELS) RUN CONVERSION RATE ON OTHER CHANNELS ADDITIONAL RERUN FEE PRODUCTION ASSIGNMENT

if more than 50 programs are produced, ok 7 years. 7 First run will be on either Canale5, Italia1 or Rete4. 1 Run = includes simultaneous retransmission on all channels plus unlimited catch up transmissions within 48 hours. 1-5 1 Run on Main Channels is equal to 5 Runs on all the other Mediaset Channels (which presently are addressed to very small audiences, such as Mediasetplus, la5, Mediaset Extra, Iris, etc). 25% of the total fee (for further 7 runs and a broadcasting period of 7 years starting upon the execution of this term) Licensee will be entitled to either produce internally or commit the production to third companies, maintaining a supervising role. Note= we must also approve any modification to the original version if relevant to the story or the essence of the program. Any and all rights in and to the tales newly produced will be property of Licensee. Note :Intellectual property must always be kept by licensor, pls notice you are not producing a remake but only adapting the hosting to create a more local and customizedlata. The shot footage will remain the same as we understand and is property of the right owners. Licensee is not authorized to sell or distribute any new Italian version out of the territory. Granted to Licensee, net revenues 50-50 Note we should detail the possible ancilliary rights , this agreement does not include publishing rights , if any party is interesting in editorial rights, we should do a separate deal with specific dealing conditions. To be exercised within 812 months from the transmission of the first episode +5% per urban tale ok

INTELLECTUAL PROPERTY ON THE LOCAL VERSION

ANCILLARY RIGHTS LICENCE RENEWAL FOR SUBSEQUENT SERIES LICENCE RENEWAL FEE

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