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4th Amendment to the Articles of Organization of Fox – Sony Pictures Home Entertainment do Brasil Ltda.

_________________________________

Corporate Taxpayers' Register

("CNPJ/MF") No. 14.629.291/0001-96

Corporate Identification Number

("NIRE") 35.226.013.323

Barueri, May 3, 2013.

By this private instrument, the undersigned:

I. Fox Film do Brasil Ltda., a limited liability commercial company (sociedade empresária limitada), organized and existing in accordance with the laws of the Federative Republic of Brazil, with its registered office in the City of Barueri, State of São Paulo, at Av. Tucunaré, 550, 3rd floor, Lado A, Tamboré, Zip Code 06460-000, enrolled with the Corporate Taxpayers’ Registry (“CNPJ/MF”) under No. 33.110.420/0001-80, with its Articles of Organization filed with the Commercial Board of the State of São Paulo (“JUCESP”) under NIRE 35.214.532.134, in a session held on July 07, 1997, herein represented by its Interim Officer, Ms. Patrícia Sayuri Kamitsuji Ito, Brazilian citizen, married, business manager, bearer of the Identity Card (RG) No. 20.534.968-7 SSP/SP and enrolled with the Taxpayers´ Registry (CPF) under No. 132.485.438-33, resident and domiciled in the City Cidade do São Paulo,

State of São Paulo; and

II. Sony Pictures Home Entertainment do Brasil Ltda., a limited liability commercial company (sociedade empresária limitada), organized and existing in accordance with the laws of the Federative Republic of Brazil, with its registered office at City of Barueri, State of São Paulo, Alameda Xingu, 350, 23rd floor, Zip Code (CEP) 06455-911, enrolled with the Corporate Taxpayers’ Registry (“CNPJ/MF”) under No. 01.343.611/0001-03, with its Articles of Organization filed with the Commercial Board of the State of São Paulo (“JUCESP”) under NIRE 35.213.946.555, in a session held on July 01, 1996, herein represented by its officer Mr. André Akiyoshi Endo, Brazilian citizen, single, accountant, resident and domiciled in the City of São Paulo, State of São Paulo, at Rua Portugal, 401, apartment 121, Brooklin Novo, Zip Code (CEP) 04559-000, bearer of the Identity Card (RG) No. 26.742.759-1 SSP/SP and enrolled with CPF/MF under No. 248.542.658-92;

sole quotaholders of the limited liability company (sociedade empresária limitada) Fox – Sony Pictures Home Entertainment do Brasil Ltda. (“Company”), with head offices in the City of Barueri, State of São Paulo, Alameda Xingu, 350, 23rd floor, offices 2303 and 2304, Edifício iTower, Alphaville Centro Industrial e Empresarial, Zip Code (CEP) 06455-911, with its Articles of Organization registered with the Commercial Register of the State of São Paulo (“JUCESP”) under NIRE 35.226.013.323, in session held on September 30, 2011, and 3rd and last amendment to the Articles of Organization of the Company, dated September 6, 2012, registered with JUCESP under No. 447.394/12-5, in session held on October 10, 2012, have agreed and contracted, by mutual and common agreement, to amend the Company’s Articles of Organization as follows:

I. Firstly, the quotaholders decide to change the Company’s management structure, in order to create the new position of Finance Officer. In view of this change, the Company shall be managed by four (4) Officers, instead of three (3) Officers, who will be denominated as follows: (i) one the Managing Officer; (ii) one the Marketing Officer; (iii) one the Sales Officer; and (iv) one the Finance Officer.

II. Subsequently, the quotaholders decide to appoint to the new position of Finance Officer, Mr. Alexandre Ribeiro dos Santos Fiorati, Brazilian citizen, married, economist, bearer of the Identity Card "RG" No. 16263529-1 SSP/SP, enrolled with the CPF/MF under No. 128223628-82, resident and domiciled in the City of São Paulo, State of São Paulo, with office in the City of Barueri, State of São Paulo, at Alameda Xingu, 350, 23rd floor, offices 2303 and 2304, Edifício iTower, Alphaville Centro Industrial e Empresarial, Zip Code (CEP) 06455-911.

III. Moreover, the quotaholders decide to appoint Ms. Maria Cristina de Castro  Leme, Brazilian citizen, divorced, business administrator, bearer of the Identity Card "RG" No. 10.553726-3 SSP/SP, enrolled with the CPF/MF under No. 093458778-78, resident and domiciled in the City of São Paulo , State of São Paulo, with office in the City of Barueri, State of São Paulo, at Alameda Xingu, 350, 23rd floor, offices 2303 and 2304, Edifício iTower, Alphaville Centro Industrial e Empresarial, Zip Code (CEP) 06455-911, for the position of Company's Sales Officer, in replacement of Mr. Sidney Gomes Medeiros, Brazilian citizen, married, business executive, bearer of the Identity Card "RG" No. 20.026.904 SSP/SP, enrolled with the CPF/MF under No. 129.071.788-57, resident and domiciled in the City of São Paulo, State of São Paulo, with office in the City of Barueri, State of São Paulo, at Alameda Xingu, 350, 23rd floor, offices 2303 and 2304, Edifício iTower, Alphaville Centro Industrial e Empresarial, Zip Code (CEP) 06455-911, who withdraws from the Company’s management, with effects as of November 1, 2012.

IV. In view of the above decisions, Article 18 of the Company’s Article of Organization is amended and shall read as follows:

“Article 18. The Administrative Body shall be responsible for the daily management of the Company and shall be composed by four (4) officers (“Officers”), being (i) one the Managing Officer; (ii) one the Marketing Officer; (iii) one the Sales Officer; and (iv) one the Finance Officer. All Officers shall be Brazilian residents, who will be appointed by the quotaholders representing at least 3/4 (three fourths) of the Company's capital if the quotas representing it are fully paid up, and by unanimity if they are partially paid up.

Paragraph 1. The quotaholders hereby jointly (a) ratify the appointment of the following members of the Company’s Administrative Body: (i) Mr. Jefferson Eduardo Pugsley, Brazilian citizen, married, economist, bearer of the Identity Card “RG” No. 4.279.825-8 SSP-PR, enrolled with the CPF/MF under No. 768.388.899-00, resident and domiciled in the City of Santana de Parnaíba, State of São Paulo, with office in the City of Barueri, State of São Paulo, at Alameda Xingu, 350, 23rd floor, offices 2303 and 2304, Edifício iTower, Alphaville Centro Industrial e Empresarial, Zip Code (CEP) 06455-911, for the position of Company’s Managing Officer; and (ii) Ms. Karla Volkert Ziegelmeyer, Brazilian citizen, married, business executive, bearer of the Identity Card (RG) No. 0717886204 SSP/SP, enrolled with the CPF/MF under No. 916.827.385-15, resident and domiciled in the City of São Paulo, State of São Paulo, with office in the City of Barueri, State of São Paulo, at Alameda Xingu, 350, 23rd floor, offices 2303 and 2304, Edifício iTower, Alphaville Centro Industrial e Empresarial, Zip Code (CEP) 06455-911, for the position of Company’s Marketing Officer; and (b) appoint the following members of the Company’s Administrative Body: (iii) Mr. Alexandre Ribeiro dos Santos Fiorati, Brazilian citizen, married, economist, bearer of the Identity Card "RG" No. 16263529-1 SSP/SP, enrolled with the CPF/MF under No. 128223628-82, resident and domiciled in the City of São Paulo, State of São Paulo, with office in the City of Barueri, State of São Paulo, at Alameda Xingu, 350, 23rd floor, offices 2303 and 2304, Edifício iTower, Alphaville Centro Industrial e Empresarial, Zip Code (CEP) 06455-911, for the position of Company’s Finance Officer; and (iv) Ms. Maria Cristina de Castro  Leme, Brazilian citizen, divorced, business administrator, bearer of the Identity Card "RG" No. 10.553726-3 SSP/SP, enrolled with the CPF/MF under No. 093458778-78, resident and domiciled in the City of São Paulo, State of São Paulo, with office in the City of Barueri, State of São Paulo, at Alameda Xingu, 350, 23rd floor, offices 2303 and 2304, Edifício iTower, Alphaville Centro Industrial e Empresarial, Zip Code (CEP) 06455-911, for the position of Company's Sales Officer.

Paragraph 2. The Officers shall have an indefinite term of office, and may be replaced at any time.”

V. Finally, the quotaholders decide to restate the Company’s Articles of Organization, which already reflecting the above decisions, as well as others deemed necessary, shall henceforth read as follows:

“ARTICLES OF ORGANIZATION OF

FOX – SONY PICTURES HOME ENTERTAINMENT DO BRASIL LTDA.

NAME

Article 1. The Company's name is “FOX – SONY PICTURES HOME ENTERTAINMENT DO BRASIL LTDA.”

PURPOSE

Article 2. The Company's purpose is providing services in the areas of sales promotion and marketing for Home Video Products, such as a physical home video format, such as DVD or Blu-ray Discs which distribute motion picture, television program or other filmed entertainment content. The Company may participate in other companies, as a quotaholder or shareholder.

HEAD OFFICE AND LEGAL DOMICILE

Article 3. The Company will have its head office and legal domicile in the City of Barueri, State of São Paulo, at Alameda Xingu, 350, 23rd floor, offices 2303 and 2304, Edifício iTower, Alphaville Centro Industrial e Empresarial, Zip Code (CEP) 06455-911. The Company may open and close branches, agencies, warehouses, offices and any other establishment upon decision of the quotaholders.

DURATION

Article 4. The Company's term of duration is indefinite.

CAPITAL

Article 5. The initial capital of the Company, fully subscribed and paid-in is R$100.00 (one hundred Reais), divided into 100 (one hundred) quotas with a par value of R$1.00 (one Real) each, distributed among the quotaholders as follows:

1. FOX FILM DO BRASIL LTDA. – 50 (fifty) quotas with a total par value of R$50.00 (fifty Reais), all of them pending to be paid-in; and

2. SONY PICTURES HOME ENTERTAINMENT DO BRASIL LTDA. – 50 (fifty) quotas with a total par value of R$50.00 (fifty Reais), all of them pending to be paid-in.

Paragraph 1. Pursuant to Article 1,052 of Law No. 10,406 of January 10, 2002, the liability of each quotaholder is limited to the total amount of its quotas, being all quotaholders jointly liable for the full payment of the Company's capital.

Paragraph 2. Each quota entitles the holder to one vote in the quotaholders' meetings.

Paragraph 3. The quotaholders FOX FILM DO BRASIL LTDA. e SONY PICTURES HOME ENTERTAINMENT DO BRASIL LTDA. shall pay-in the respective portion of the corporate capital pending of payment of 50 (fifty) quotas in the total amount of R$50.00 (fifty Reais), until December 31, 2012, in Brazilian currency or in cash-convertible assets, provided that they are in compliance with the Company's purpose.

CAPITAL INCREASE OR REDUCTION

Article 6. The quotaholders, according to the quorum provided in these Articles of Organization, may increase the Company's capital, provided that the quotas already subscribed have been fully paid in.

Article 7. Capital increases shall be decided at quotaholders’ meetings, at which: (a) the terms and conditions of the capital increase shall be defined; (b) the thirty (30) day term to exercise the preemptive right shall be fixed; and (c) a quotaholders' meeting shall be called to approve the corresponding amendment to the Articles of Organization, unless all quotaholders decide, at that moment, about the exercise of their preemptive right to subscribe new quotas in the corresponding capital increase. In this last case, the amendment to the Articles of Organization shall be approved in the same act.

Sole Paragraph. The quotaholders meetings mentioned in this Article shall be dismissed if all the quotaholders sign the corresponding amendment to the Articles of Organization of the Company.

ASSIGNMENT, TRANSFER AND ENCUMBRANCE OF QUOTAS AND PREEMPTIVE RIGHT

Article 8. Unless the provisions set out in Paragraph 17 of the Quotaholders’ Agreement executed on 31 of August 2011 by and among FOX FILM DO BRASIL LTDA., SONY PICTURES HOME ENTERTAINMENT DO BRASIL LTDA. and the Company (the “Quotaholders’ Agreement”) are duly observed, no quotaholder may, at any time, assign and/or transfer, totally or partially, directly or indirectly, by any means, its quotas of the Company's capital or its preemptive right for the subscription of new quotas.

Article 9. No quotaholder may, at any time, constitute or implement any encumbrance over any of its quotas or preemptive rights for the subscription of new quotas in the Company’s capital, or somehow transfer any of its preemptive rights for the subscription of new quotas in the Company’s capital.

Article 10. Any act performed by a quotaholder in violation to the provisions provisions of Paragraph 17 of the Quotaholders’ Agreement and Articles 8 and 9 of these Articles of Organization shall (i) be null and void, of no force or effect ab initio, and (ii) entitle any other quotaholder to injunctive relief enjoining the violating action, in addition to the other rights and remedies provided by Brazilian applicable law and by the Quotaholders’ Agreement.

QUOTAHOLDERS MEETING

Article 11. The quotaholders' resolutions will be taken in meetings, pursuant to the call and quorum requirements provided in this Chapter.

Paragraph 1. The meeting will be dismissed if all quotaholders agree in writing on the matter subject to resolution.

Paragraph 2. The quotaholders meetings shall be presided over by a chairman, and their minutes shall be transcribed by a secretary. The appointment of the chairman and the secretary will be implemented pursuant to Paragraph 4(c)(ii) of the Quotaholders’ Agreement.

Paragraph 3. As permitted by applicable law, the requirement to transcribe the minutes of the quotaholders meetings in the proper books is waived. If the quotaholders decide that such registration is necessary or desirable, the minutes of the quotaholders meetings and quotaholders resolutions may be registered at any time before the competent commercial register.

Article 12. The quotaholders meetings shall be held (i) annually, within the first four (4) months after the end of each fiscal year, to approve the financial statements and the allocation of the profits ascertained in the previous fiscal year, and (ii) whenever deemed necessary.

Paragraph 1. The call for the quotaholders meetings shall be made through a written notice sent by: (i) any member of the Board of Directors of the Company, or (ii) any quotaholder representing at least one-fifth (1/5) of the capital of the Company. The call notice convening the quotaholders meeting shall be sent by letter or facsimile to the quotaholders, at least eight (8) calendar days in advance of the date scheduled for the meeting. The notice shall include a detailed description of the matters and issues to be discussed during the meeting, the date, time and location where it shall be held.

Paragraph 2. The formalities related to the notice and call for a quotaholders’ meeting shall be dismissed if all quotaholders attend the corresponding meeting.

Article 13. The quotaholders’ meetings shall be installed, in first or second call, with the presence of the quotaholders representing at least seventy-five percent (75%) of the Company’s quotas.

Paragraph 1. The quotaholders may attend quotaholders meetings in person or by telephone, video conference, and any other electronic means that permits accurate and reasonable two-way communications, and the Company and the quotaholders will take all reasonable steps to facilitate such electronic communications. The quotaholders that attend the meeting by any electronic means shall receive the minutes thereof and shall execute (directly or as represented) and deliver them to the Company for the attention of the Managing Officer within fifteen (15) calendar days from the date they receive them. The quotaholders which are not able to attend a quotaholders meeting in person or by any electronic means may be represented at such meeting by a duly appointed attorney-in-fact who is either a Brazilian resident lawyer or another quotaholder of the Company.

Paragraph 2. If and when required under Brazilian law or rules, or convenient to have the decisions made at the meetings producing effects before third parties, the quotaholders shall take any action required for the execution of the minutes of said meetings by a Brazilian resident individual appointed as its attorney-in-fact and for their filing before the competent commercial register.

Article 14. The quotaholders' decisions will be taken by the affirmative vote of the quotaholders representing the majority of the quotas of the Company, unless a higher quorum for approval is imposed by law, the Quotaholders’ Agreement or these Articles of Organization.

Paragraph 1. The decisions taken in accordance with these Articles of Organization, applicable law and the Quotaholders’ Agreement shall bind all quotaholders, even if absent or dissident.

Paragraph 2. Any deadlock in the resolutions of the quotaholders meeting and/or of the Board of Directors will be resolved pursuant to Paragraph 4(e) of the Quotaholders’ Agreement.

MANAGEMENT

Article 15. The Company shall be managed by a Board of Directors (Conselho de Administração) and by an Administrative Body (Diretoria).

Sole Paragraph. The quotaholders shall observe and comply with the provisions of Paragraph 4 of the Quotaholders’ Agreement in the appointment and dismissal of the members of the Board of Directors and the Administrative Body.

Article 16. The Board of Directors shall be a deliberative body with no powers to represent the Company before third parties, composed of four (4) members, Brazilian residents or not, whose term of office shall be of one (1) year, re-election being allowed. Among the members appointed, one shall be designated as chairperson, one as vice-chairperson and the others as members.

Article 17. Meetings of the Board of Directors shall be held at least on a quarterly basis, unless otherwise agreed by the members of the Board of Directors, or when requested by any quotaholder or by the Managing Officer. The members of the Advisory Board shall be entitled to participate in the meetings of the Board of Directors by any manner permitted by law, including by videoconference or by conference call.

Paragraph 1. The meetings of the Board of Directors shall be called through written notice sent by courier or facsimile to the address that shall have been previously indicated by each member of the Board of Directors for this purpose. The call notice shall contain information on the place, date, time and agenda of the meeting and shall be sent with all documents that will be the subject of deliberation at the meeting. Unless such requirement is waived by the members of the Board of Directors, the call notice shall be sent at least ten (10) calendar days prior to the date of the meeting.

Paragraph 2. The presence of at least two (2) members of the Board of Directors shall constitute a quorum at any meeting of the Board of Directors, being at least one of them appointed by each of the quotaholders. The members of the Board of Directors participating at the meeting by videoconference or by conference call or who are not participating but have empowered and given instructions on how to exercise their votes to another member who is present by means of a proxy shall be considered present at the meeting.

Article 18. The Administrative Body shall be responsible for the daily management of the Company and shall be composed by four (4) officers (“Officers”), being (i) one the Managing Officer; (ii) one the Marketing Officer; (iii) one the Sales Officer; and (iv) one the Finance Officer. All Officers shall be Brazilian residents, who will be appointed by the quotaholders representing at least 3/4 (three fourths) of the Company's capital if the quotas representing it are fully paid up, and by unanimity if they are partially paid up.

Paragraph 1. The quotaholders hereby jointly (a) ratify the appointment of the following members of the Company’s Administrative Body: (i) Mr. Jefferson Eduardo Pugsley, Brazilian citizen, married, economist, bearer of the Identity Card “RG” No. 4.279.825-8 SSP-PR, enrolled with the CPF/MF under No. 768.388.899-00, resident and domiciled in the City of Santana de Parnaíba, State of São Paulo, with office in the City of Barueri, State of São Paulo, at Alameda Xingu, 350, 23rd floor, offices 2303 and 2304, Edifício iTower, Alphaville Centro Industrial e Empresarial, Zip Code (CEP) 06455-911, for the position of Company’s Managing Officer; and (ii) Ms. Karla Volkert Ziegelmeyer, Brazilian citizen, married, business executive, bearer of the Identity Card (RG) No. 0717886204 SSP/SP, enrolled with the CPF/MF under No. 916.827.385-15, resident and domiciled in the City of São Paulo, State of São Paulo, with office in the City of Barueri, State of São Paulo, at Alameda Xingu, 350, 23rd floor, offices 2303 and 2304, Edifício iTower, Alphaville Centro Industrial e Empresarial, Zip Code (CEP) 06455-911, for the position of Company’s Marketing Officer; and (b) appoint the following members of the Company’s Administrative Body: (iii) Mr. Alexandre Ribeiro dos Santos Fiorati, Brazilian citizen, married, economist, bearer of the Identity Card "RG" No. 16263529-1 SSP/SP, enrolled with the CPF/MF under No. 128223628-82, resident and domiciled in the City of São Paulo, State of São Paulo, with office in the City of Barueri, State of São Paulo, at Alameda Xingu, 350, 23rd floor, offices 2303 and 2304, Edifício iTower, Alphaville Centro Industrial e Empresarial, Zip Code (CEP) 06455-911, for the position of Company’s Finance Officer; and (iv) Ms. Maria Cristina de Castro  Leme, Brazilian citizen, divorced, business administrator, bearer of the Identity Card "RG" No. 10.553726-3 SSP/SP, enrolled with the CPF/MF under No. 093458778-78, resident and domiciled in the City of São Paulo, State of São Paulo, with office in the City of Barueri, State of São Paulo, at Alameda Xingu, 350, 23rd floor, offices 2303 and 2304, Edifício iTower, Alphaville Centro Industrial e Empresarial, Zip Code (CEP) 06455-911, for the position of Company's Sales Officer.

Paragraph 2. The Officers shall have an indefinite term of office, and may be replaced at any time.

Article 19. The Company shall be duly represented by (i) the Managing Officer acting solely and individually; or (ii) two Officers acting jointly; or (iii) one Officer acting jointly with a duly empowered attorney-in-fact; or (iv) two duly empowered attorneys-in-fact acting jointly. The Officers and any attorney-in-fact shall exercise their powers and duties in accordance with these Articles of Organization, the decisions of the quotaholders, the decision of the Board of Directors, the Quotaholders’ Agreement, their employment agreements, if any, and applicable law and legal requirements.

Sole Paragraph. Attorneys-in-fact of the Company may be appointed upon the signature of the Officers. The powers-of-attorney shall be granted for a term not exceeding one (1) year. Powers-of-attorney for purposes of the representation of the Company in lawsuits and administrative proceedings may be granted for an indefinite term of duration.

Article 20. To be implemented, the following actions shall depend on the prior unanimous approval of the Board of Directors:

approval of all annual overhead expense budgets;

approval of the incurring of non-budgeted overhead or capital expenditures over R$40,000 for a single item or, in any fiscal year, R$40,000 for multiple items;

approval of the acquisition or disposition of an asset or assets (either tangible or intangible) having a value of R$200,000 or more;

approval of the sale of or option over assets of the Company;

entering into a finance or operating leasing costing more than R$200,000 per year;

mortgaging, charging, pledging or encumbering an asset or undertaking;

making a loan or providing credit or other financial accommodation to (a) any person, except in the ordinary course of business, or (b) a member of the Board of Directors;

approval for the transaction of business or purchase of goods or services by the Company directly or indirectly with or from any affiliate of either Quotaholder; provided, however, that no Board of Director approval shall be required for arms length transactions entered into in the ordinary course of business with any affiliate of either Quotaholder;

approval of any agreements (including assignment, waivers, amendments or modifications of existing agreements) with third parties, other than commitments made in the normal course of business relating to expenditure of authorized overhead expenses less than R$200,000 or unbudgeted expenditures less than R$40,000;

approval of the adoption or any change in the procedures by which commissions, incentives or bonuses are paid to personnel working for the Company, or of any employee share plan;

compensation and the selection or dismissal of any Officer;

approval of any material change in the policies relating to business of the Company;

starting, conducting, or settling any dispute or litigation (including with a tax authority), except debt collection in the ordinary course of business;

except in emergency circumstances of a material significance to the Company, selecting and retaining legal counsel;

approval of any material change in the administrative policies of the Company;

changing the distributor handling distribution of the quotaholders’ products;

changing the form agreed by the quotaholders regarding any service agreement executed between the Company and a quotaholder or any company controlled or under common control with a quotaholder;

approving the grant of any guarantee or indemnity, letter of comfort or performance bond;

selection or removal of the Company’s independent auditor, or materially altering the accounting standards or principles previously adopted by the Company, except if required by applicable law;

making significant tax elections;

entering into any agreements with non-competition provisions;

borrowing or accepting financial accommodations of R$200,000 or more;

altering the insurance coverage over the Company;

appointment of any attorney-in-fact to represent the Company; and

any other material action outside the ordinary course of business of the Company, provided that Brazilian legal requirement do not set forth that the approval of the Quotaholders is required to implement such action, in which case such action shall be subject to unanimous Quotaholder approval.

CORPORATE YEAR AND BALANCE SHEETS

Article 21. The Company's corporate year starts on January 1st and ends on December 31st of each year. After the end of the fiscal year the Company shall issue a balance sheet, a profit and losses statement and such other documents as may be required by law, observing the Brazilian generally accepted accounting principles and applicable legal requirements

Paragraph 1. The net profits ascertained based on the balance sheet ending the Company’s fiscal year shall be distributed in the proportion of the number of quotas held by each quotaholder in the capital of the Company, unless otherwise unanimously approved by the quotaholders.

Paragraph 2. Upon unanimous approval of the quotaholders, the Company may pay interest on equity (juros sobre capital próprio) to its quotaholders.

Paragraph 3. The Company may prepare interim balance sheets at any time and distribute interim or intercalary profits and/or declare and pay interest on equity (juros sobre capital próprio) based thereon upon the decision of quotaholders representing the unanimous approval of the quotaholders.

CONTINUITY OF THE COMPANY

Article 22. In the event of bankruptcy, judicial or extrajudicial reorganization proceeding, dissolution, insolvency, winding up, withdrawal or exclusion of any quotaholder, the remaining quotaholders and the Company shall have the right of first refusal for the acquisition of the quotas of the quotaholder subject to bankruptcy, judicial or extrajudicial reorganization proceeding, dissolution, insolvency, winding up, withdrawal or exclusion and the Company shall continue to carry out its business. The right of first refusal shall be exercised in accordance with the conditions set forth in the Quotaholders’ Agreement

LIQUIDATION

Article 23. In case of liquidation, the applicable legal provisions shall be observed.

APPLICABLE LAWS

Article 24. The Company shall be governed by the provisions of Law No. 10,406 of January 10, 2002 applicable to the limited liability companies and, on a subsidiary basis, by Law No. 6,404 of December 15, 1976, as amended.

ARBITRATION

Article 25. All disputes, controversies and/or differences which may arise among the quotaholders and/or the Company, out of or in relation to or in connection with these Articles of Organization, shall be definitively settled by arbitration in accordance with Paragraph 23 of the Quotaholders’ Agreement.

QUOTAHOLDERS’ AGREEMENT

Article 26. The Company, its quotaholders, the members of the Board of Directors and the members of the Advisory Board shall comply with all provisions (including but not limited to, those related to the transfer of quotas and the appointment of the members of the Board of Directors) set out in the Quotaholders’ Agreement executed on 31 August, 2011 by and among FOX FILM DO BRASIL LTDA., SONY PICTURES HOME ENTERTAINMENT DO BRASIL LTDA. and the Company (as intervening consenting party), which was duly filed at the head office of the Company.”

TERM OF INVESTITURE AND DECLARATION

OF NONEXISTENCE OF IMPEDIMENT

The appointed Officers hereby sign this document accepting his/her appointment and formalizing his/her investiture in the Company's administration, and declare, under the penalty of law, that he/she is not prevented from being the Company's Officer by any specific legislation, and that he/she has not been convicted of any crime, and is not under the effects of such conviction, that may prevent him/her, even temporarily, from holding a public position. The Officers further declare that he/she has not been convicted of a bankruptcy-related crime, betrayal of trust, bribery or extortion, embezzlement or any crime against the economy, the national financial system, and that he/she has not violated any antitrust consumer protection, public faith or property law.

Having thus agreed, the parties execute this instrument in three (3) original counterparts of equal content in the presence of the two (2) undersigned witnesses.

Barueri, May 3, 2013.

|FOX FILM DO BRASIL LTDA. |SONY PICTURES HOME ENTERTAINMENT DO BRASIL LTDA. |

| | |

| |_____________________________________ |

|_____________________________________ |André Akiyoshi Endo |

|Patrícia Sayuri Kamitsuji Ito |Officer |

|Interim Officer | |

Agreed:

|_______________________________ |_______________________________ |

|Alexandre Ribeiro dos Santos Fiorati |Maria Cristina de Castro Leme |

|Finance Officer |Sales Officer |

Witnesses:

1. _______________________ 2. ___________________________

SPODMS-#55921003

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