AGREED AND ACCEPTED:

LICENSEE: dtW'>if11'!. ,0 '-'-<-'-u ~I..)T(l.UafrH ~7L1

Si;~:9s~~~(Title: vI' I & #fA-

Date: 7f",/t'S ,

SONY PICTURES TELEVISION INC.

•Re: Offer for "The Dr. Oz Show"Page 6

Licensee understands that Distributor reserves the right, in its sole discretion, to accept orreject this offer for any reason whatsoever and may, in addition to this offer, requireLicensee to provide financial documents or other evidence of creditworthiness in formand substance satisfactory to Distributor. This offer is subject to acceptance by anexecutive officer of Distributor. When the terms of this offer are accepted, it shallconstitute a valid and binding agreement Distributor shall be under no obligation todeliver the Program to Licensee until such time as this offer is fully executed byDistributor.

Signed: _Name: CHR1S ELWELLTitle: EVP, DISTRIBUTION BUSINESSOPERATIONS & STRATEGYDate: ----

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Re: Offer for "The Dr. Oz Show"Page 5

(i) broadcasting such preempted or prevented Telecast in its entirety (includingDistributor's commercials) in a comparable or better time period or (ii) includingthe commercial inventory of Distributor contained in such preempted or preventedTelecast in regularly scheduled broadcast(s) of other Telecast(s) of the Programduring the Make Good Period; provided, however, that if Licensee shall fail tocomply with the requirements of this sentence due to an event or events of forcemajeure, affecting Licensee or Distributor, the provisions of Paragraph 12 of theStandard Terms and Conditions shall apply.

13. Delivery: Delivery shall be by such technological means as Distributor maydetermine with Licensee bearing the responsibility of receiving the signal. In theevent Licensee does not receive the feed(s) provided by Distributor, then Licenseeshall request additional delivery by Distributor, and Distributor shall provideeither an additional feed or delivery by videocassette, at Distributor's election. Ineither event, the cost thereof shall be the responsibi Iity of the Licensee.

14. Additional Provisions: Distributor shall have the right to terminate theAgreement and recapture the Program to be re-licensed in Licensee's televisionmarket at any time during the License Term of the Agreement if either of thefollowing events occur: i) Licensee should change its affiliation status; orii) Licensee's broadcast channel designation should change, except for channelallocation associated with conversion to digital television. In considerationthereof, Distributor shall give Licensee prior written notice before exercising saidright. In addition, notwithstanding anything else herein to the contrary, in theevent that Episodes of the Program are no longer made available for distributionfor any reason, then neither Licensee nor Distributor shall have any furtherobligation with regard to Episodes not so distributed.

Signature page tofollow

Re: Offer for "The Dr. Oz Show"Page 4

Licensee's broadcast of the Episodes requested by such service. If Distributor sorequests at any time, Licensee shall supply Distributor with a usage report for theportion of the License Term indicated by Distributor, confirming that eachEpisode (listed by episode number and episode title) and Distributor'scommercials therein (listed by commercial ID number) were actually broadcast asrequired herein and the respective date(s) of such Telecast(s), certified as correctby an officer of Licensee.

10. Promotional Commitment: Distributor will supply promotional andadvertising materials and Licensee agrees, as a material provision of theAgreement, to promote the Program by giving it local advertising supportincluding, without limitation, appropriate online and newspaper print promotionsupport. Licensee agrees further to provide no less on-air promotion for theProgram than Licensee provides to any other program during the Time PeriodCommitment, il1elttdillg, at a IhillilJJttlll, 011 the da) eaeh E"i~ode i~ reqttired to bebloadea~t helCUIldel, hot less than aile lIIillute alld twellty secollds (1.20) of all-ailI'IOI"otioll ill daytillie 011 the day of the Episode (of wldch not less titan (a) tell-S@S8Aes(: I9) ~"BII be ill the lead-ill plOglalll, (b) ten seconds (.16) sliall be in the@arly A'wfAiAgloeBI new~ "Ioglanl, and (e) tCii ~eeolld~ (.10) shall be ill access OJ

6ttril'lg "ril11e til11e to "Iolilote the lIext da) ail il1g of the PioglanI,. Licenseeagrees said on-air promotional support is a material provision of this Agreement.

11. Local News Featurettes: Upon 45 days prior notice (but starting not earlier thanMarch 1,2014) Licensor shall have the right to make available to Licensee certainProgram-branded and themed featurettes (each, a "Featurette"), at a frequency ofup to once per week, Monday through Friday. Licensee may broadcast eachFeaturette during its local news telecast and shall have the right to sellsponsorships/advertising in the Featurettes in Licensee's sole discretion, withinLicensor's advertising and sponsorship guidelines, to be provided. Featurettes,including Licensee advertising, shall be up to one (I) broadcast minute induration.

12. Preemption/Prevention: Broadcast of any Telecast may be preempted for thepresentation of a news event or a non-regularly scheduled program ofnational/local importance or a live sports event. Failure to make good anypreempted or prevented Telecast shall be deemed to be a material default byLicensee unless (a) Licensee shall notify Distributor of such failure via theinternet at sonypicturestelevision.com, by electronic mail (e-mail) atpreemption@spe.sony.com or in writing by facsimile to (310) 244-9433 on orbefore seven (7) business days prior to such preemption for a non-regularlyscheduled program of national/local importance or a live sports event or on orbefore forty-eight (48) hours after a news event and of the reasons therefor; and(b) within seven (7) days of the originally scheduled Telecast which waspreempted or prevented ("Make Good Period"), Licensee shall make good suchpreempted or prevented Telecast (the "Make Good Broadcast") by:

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Re: Offer for "The Dr. Oz Show"Page 3

of the essence of the Agreement that Licensee broadcasts the Program in the timeperiod indicated above except in the event of a valid preemption or prevention asset forth in Paragraph 12. In the event Licensee breaches this obligation or anyother obligation as set forth in the Agreement (which Licensee agrees andacknowledges that such obligations are special and unique) and notwithstandingthe payment of any required license fees, Distributor shall be entitled to equitableremedies (including, without limitations, injunctive relief) requiring Licensee tobroadcast the Program within the Time Period Commitments indicated above.

7. Commercial Time: Each Telecast will contain fourteen and a half(14Y2) minutesof commercial time, with ten and a half (IOY2) minutes to be sold by Licensee andfour (4) minutes to be retained and sold by Distributor. In addition, Distributormay insert billboards, fee spots and/or closed-captioned sponsor announcements.Licensee agrees not to add any commercial time beyond the allotted time allowedherein.

8. Licensee Broadcast Obligation: Commencing on the Availability Date andcontinuing through the License Term, Licensee agrees to broadcast and, subjectonly to Paragraph 12 of the Standard Terms and Conditions, to make good anypre-empted or prevented telecast in accordance with Paragraph 12 below.Without limiting the generality of the foregoing, during each week of the LicenseTerm, Licensee shall broadcast each of the Episodes designated by Distributor forbroadcast during such week on each of the particular broadcast days in the orderdesignated by Distributor for each Episode during such week, it being understoodthat Distributor shall determine in its sole discretion the sequence of Episodesbroadcast (including, without limitation, whether and in what order any Episodebroadcast hereunder shall be rebroadcast and the number of times each Episodeshall be so rebroadcast). Licensee shall broadcast each Episode exactly asdelivered by Distributor and without deletion or change in such Episode or in thecommercials furnished by Distributor, except that Licensee may add itscommercial matter solely in the commercial positions provided by Distributor.LieeMsee agrees that 'tvithiMeae!. eOffl'flereial pod IlOlle of Lieensee's eo,ml,e, eialsvvill be M' l',eJdtlets CI se'viees eeJ"'l'etitive with l',eJdtlets 0' services ofDisCi ibuLOr'S corrrrrrercials. While Distributor recognizes Licensee's responsibilityas a broadcast licensee to schedule its programming and to determine the contentof its programming and advertising matter, the Licensee Broadcast Obligationherein is of the essence of the Agreement and failure by Licensee to meet saidLicensee Broadcast Obligation shall entitle Distributor to exercise its rightspursuant to Paragraph 14 of the Standard Terms and Conditions and/or any otherremedies in law or at equity, including without limitation, the issuance of aninjunction mandating the broadcast of the Program in accordance with thisAgreement.

9. Broadcast Reporting: Licensee agrees to provide TVData, or any other similarservice designated by Distributor, with any and all information regarding

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Re: Offer for "The Dr. Oz Show"Page 2

the right to license the Program during the License Term by means of basiccable/satellite television. All rights not explicitly granted by Distributor hereinare reserved without holdback or restriction.

4. License Term: Commencing as of the Availability Date, Distributor will licenseto Licensee one hundred and fifty-six (156) weeks (the "License Term") of theProgram (the "Episodes").

5. License Fee and Payment:

2014-2015: The License Fee shall be Dollars ($& 0 0 ) per weekfor the License Term payable in twelve (12) consecutive monthly installmentsduring the License Term, commencing September I, 2014.

2015-2016: The License Fee shall be Dollars ($ (..00 ) per weekfor the License Term payable in twelve (12) consecutive monthly installmentsduring the License Term, commencing September 1,2015.

2016-2017: The License Fee shall be Dollars ($ (. c 6 ) per weekfor the License Term payable in twelve (12) consecutive monthly installmentsduring the License Term, commencing September I, 2016.

6. Telecast and Time Period Commitments for the License Term:

I. Guaranteed First Daily Telecast: Licensee shall be obligated tobroadcast the Program once per day on a Monday through Friday basis(i.e., five (5) telecasts per week) between -3 anY® to__ =L,= arr@onthefollowingStation(s):

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Licensee shall be obligated to notify Distributor of the one-hour time period (the"Designated Time Period") within the Time Period Commitments set forth hereinthat Licensee shall broadcast the Program at the commencement of the LicenseTerm. Licensee shall have the option to change the Designated Time Periodwithin the Time Period Commitments set forth herein. Licensee shall beobligated to give Distributor forty-five (45) days' prior written notice beforeimplementing said change. Notwithstanding the foregoing, Licensee shall nothave the option to change the Designated Time Period during any of the fournational Nielsen ratings periods (i.e., the exact weeks as determined by NielsenMedia research for the November, February, May and July ratings periods). It is

~ THE DR. ••

OZ" SHOW.

TERMS AND CONDITIO S OF THE OFFER FORM

~Srf/(t.... Iv c cc.(LICENSEE)

for the Station(s)

W/Jl-TV /tJAp-7i(ST ATION(S))

broadcasting in

~f''''~T~I<..(MARKET(S))

For the Distribution Broadcast Rights to the Series"THE DR. OZ SHOW"

The following sets forth the terms and conditions of an offer to SONY PICTURESTELEVISION fNC. ("Distributor") from the above-named company ("Licensee") withregard to the licensing of the above-named television series (the "Program") in theabove-named market. This offer is subject to those additional provisions as arecontained in Distributor's standard series contract and Distributor's Standard Terms andConditions (collectively with the offer, the "Agreement"), copies of which are availableon request, which may be fully set forth in a long-form contract incorporating saidStandard Terms and Conditions.

1. Program: The one-hour television series currently entitled "The Dr. OzShow", to consist of one hundred seventy-five (175) new episodes per season.

2. Availability Date: Fall 2014.

3. Station/Exclusivity: The license granted hereunder shall be limited to theprimary broadcast signal of the facilities of the station having tAJ::.~~~channel designation _ and the network affiliation("Station"). During the License Term, Distributor shall not license the nglishLanguage version of the Program to another television broadcast station licensedto the same community of FCC license as the Station, but Distributor shall have

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