For “Cause.” Upon the written notice to the Executive by the Company at any time, because of: # the willful and material malfeasance or dishonesty, or habitual drug or alcohol abuse (as determined by a licensed physician practicing in the Los Angeles, California metropolitan area selected by the Board, and reasonably acceptable to the Executive) by the Executive related to or affecting the performance of his duties, # the Executive's continuing and intentional breach, non-performance or non-observance of any of the material terms or provisions of this Agreement, but only after written notice by the Company of such breach, nonperformance or nonobservance that specifies the steps needed to be taken by the Executive to cure such alleged breach, nonperformance or nonobservance of a material term or provision of this Agreement, and the failure of the Executive to begin curing such alleged breach, nonperformance or nonobservance as soon as practicable (but in any event within twenty-one (21) days following written notice from the Company), # the conduct by the Executive which the Board has in good faith determined has had a material adverse effect on the business, assets, properties, results of operations, financial condition, personnel or prospects of the Company (within each category, taken as a whole), but only after written notice by the Company of such conduct that specifies the steps needed to be taken by the Executive to cure such alleged conduct, and the failure of the Executive to begin curing same as soon as practicable (but in any event within twenty-one (21) days following written notice from the Company), # upon the Executive's engagement in any act of sexual harassment of another employee of the Company, after an investigation by the Company conducted by an independent third party with subject matter expertise, # the Executive’s conviction of a felony or any crime involving moral turpitude related to or affecting the performance of his duties or any act of fraud, embezzlement, theft or willful breach of fiduciary duty against the Company, or # the failure to achieve a level of Content-Only Revenue equal to or in excess of at least 50% of the applicable Revenue Target in any of the Measuring Periods (as such terms are defined in the Purchase Agreement).

For Cause. The Company may terminate the Executive’s employment at any time for Cause (as defined below); provided, however, with respect to [subsections 3(a)(i) and (vi)])], before terminating the Executive for Cause, the Company shall be required first to give the Executive written notice of any alleged violation of said provision and a period of fifteen (15) days after receipt of such notice to cure such violation. For the purposes of this Agreement, “Cause” shall mean the occurrence of one or more of the following: # habitual drunkenness or any substance abuse which adversely affects the Executive’s performance of the Executive’s job responsibilities, # commission of a felony, # dishonesty materially relating to the Executive’s employment, # personal misconduct by the Executive which would cause the Company to violate any state or federal law relating to sexual harassment, sex or other prohibited discrimination, or any intentional violation of any written policy of the Company or any successor entity adopted in respect to any such law, # conduct in the performance of the Executive’s employment which the Executive knows or should reasonably be expected to know (either as a result of a prior warning by the Company, custom within the industry or the flagrant nature of the conduct)

“Cause” means: # Executive’s gross negligence, willful misconduct or material dishonesty in the performance of, or nonperformance of, Executive’s duties or any other conduct reasonably expected to bring material harm to any member of the Company Group; # Executive has committed # acts constituting a felony or otherwise engaged in conduct that materially diminishes Executive’s credibility or reputation, or pleaded guilty or no contest to a felony or other crime causing harm to the Company or its Affiliates (or the procedural equivalents of the foregoing), or # any act (whether by act or omission) constituting fraud, deceit, embezzlement, or perjury with respect to any member of the Company Group or which could reasonably be expected to bring harm to any member of the Company Group; (iii) (A) a material breach by Executive of this Agreement or any other agreement to which Executive is a party with any member of the Company Group, # a material breach by Executive of any other obligations to the Company Group, including pursuant to any written policies, rules and regulations of the Company or any member of the Company Group (including any refusal by Executive, upon request by the Company, to be screened or tested for drug use) applicable to Executive, or # Executive shall have refused to perform lawful directives of the Board or any Person to whom Executive reports, which in the case of (iii)(A), (B) or (C) is not cured, if curable, within ten (10) calendar days of notice from the Company; # Executive shall have engaged in dishonesty during Executive’s hiring process, including breach of any representation herein; # Executive shall have failed to disclose to the Company any conflict of interest Executive has with the Company or any member of the Company Group; # Executive repeatedly being under the influence of drugs or alcohol (other than over-the-counter or prescription medicine or other medically-related drugs to the extent they are taken in accordance with their directions or under the supervision of a physician) which inhibits the performance of Executive’s duties, or, while under the influence of such drugs or alcohol, engaging in inappropriate conduct during the performance of Executive’s duties; # Executive’s failure to cooperate with a bona fide internal or external investigation; # Executive’s continued refusal to substantially perform the Executive’s duties, which is not cured, if curable, within five (5) days of notice from the Company. All determinations hereunder will be made by the Board (or its authorized designee) other than Executive (if applicable) and, to the extent made in good faith, will be final and binding on all parties.

“Cause” shall mean # any fraud, misappropriation or embezzlement by Executive in connection with or affecting the business of the Company or its affiliates, # any conviction of (including any plea of guilty or no contest to) a felony or a gross misdemeanor by Executive, # any gross neglect or persistent neglect by Executive to perform the duties assigned to Executive or any other act that can be reasonably expected to cause substantial economic or reputational injury to the Company, # any material breach of Articles 3.1, 4.1, 6 or 7 of this Agreement, or # any material violation of the Company’s written policies, procedures or codes of conduct. Provided further that in connection with clauses # – (v), Executive shall first have received a written notice from the Corporation’s Chief Executive Officer or the Board that summarizes and reasonably describes the manner in which Executive has persistently neglected his duties, engaged in an act reasonably expected to cause substantial harm, materially breached Articles 3.1, 4.1, 6 or 7 of the Agreement, or materially violated a Company policy, procedure or the Company’s Code of Conduct (the “Event”) and, to the extent the Event is capable of being cured, Executive shall have fourteen (14) calendar days from the date notice of the Event is delivered to Executive (via electronic mail, regular mail, in person or otherwise) to cure the same, but the Corporation is not required to give written notice of, nor shall Executive have a period to cure the same or any similar failure, which was the subject of an earlier written notice to Executive under this [Article 5.1].

Executive’s conviction of, or plea of guilty or nolo contendere to, any crime involving moral turpitude or any felony; # any act of fraud, embezzlement, theft, misrepresentation, material dishonesty, gross negligence or willful misconduct by Executive; # Executive’s willful and repeated refusal to attempt in good faith to implement a clear, reasonable and lawful directive from the Board that is consistent with his position; # conduct by Executive that brings or is reasonably expected to bring Executive or the Company into disrepute or otherwise make Executive unfit to continue to serve as an officer of the Company, in each case, in any material respect; # Executive’s breach of fiduciary duty owed to the Company; or # Executive’s material breach of this Agreement, another material written agreement with the Company or the Company’s material written policies or procedures; provided, that solely for purposes of [clause (i) or (vii)] of this paragraph, the Company will not be deemed to have Cause unless # the Company first provides Executive with written notice of the condition giving rise to Cause within 30 days of the date the Board first becomes aware of its initial occurrence; and # if curable, Executive fails to cure such condition within 30 days after receiving such written notice.

For purposes of this Agreement, the term “Cause” shall mean any material breach of this Agreement by Executive or material, gross, and willful misconduct on the part of the Executive in connection with his employment duties hereunder, in all cases that is not cured within fourteen (14) days after receipt of notice thereof (to the extent such breach is capable of being cured), or the Executive’s conviction of or entering of a guilty plea or a plea of no contest with respect to a felony or any crime involving fraud, larceny, or embezzlement resulting in material harm to the Corporation by the Executive.