Statement of Work for Strategic Analytic Services, dated August 1, 2022, by and between Rainbow Media Holdings LLC and 605 LLC

This Statement of Work for Strategic Analytic Services (this “SOW”) is a SOW under the Master Services Agreement dated as of February 8, 2019 between 605, LLC (“605”) and Rainbow Media Holdings LLC (“Customer” or “AMCN”) (the “Agreement”), and is effective as of August 1, 2022 (the “Statement of Work Effective Date”). Capitalized terms used in this SOW but not defined in this SOW will have the meanings given in the Agreement.

605 will engage in a strategic, research, market, business and financial assessment of AMCN and its business, partnering with the AMCN management team to accelerate transition to direct consumer-facing distribution platforms (including subscription streaming, ad-supported streaming, AVOD/FAST, global streaming expansion). 605 will utilize its expertise, including assessment of extensive real-time business intelligence and consumer research to enable potential further acceleration of AMCN’s long-term growth and value creation. Among the analytic services to be provided by 605 are situation analysis, customer experience, data utilization, addressing the market, content strategy and overview, sales strategy, pricing analysis, customer profiles, content (by offering), marketing strategy and financial analysis.

The 605 team will develop a comprehensive understanding of the business and partner with the AMCN senior leadership team to devise an action plan to successfully migrate the business, optimize asset value and create optionality for the AMCN. 605 personnel who will perform the services include:

A full scope of the Services is set forth in Exhibit A.

2.    Deliverables. The following are the Deliverables under this SOW: Attached as Exhibit B. All Deliverables shall constitute Work Product.

Execution of SOW: $2,625,000 (25%)

December 1, 2022: $1,312,500 (12.5%)

December 31, 2022: $1,312,500 (12.5%)

March 31, 2023: $2,625,000 (25%)

Final Deliverable: $2,625,000 (25%)

All expenses incurred by 605 in connection with the services, including travel expenses, shall be borne by 605 without reimbursement from Customer, unless 605 obtains prior written authorization from Customer and submits proper receipts, vouchers and any other requested substantiation. 605 shall not be entitled to receive reimbursement of any overages or additional expenses of any kind without the prior written approval of Customer.

5.    Term. The term of this Statement of Work begins on the Statement of Work Effective Date and ends on December 31, 2022, and shall automatically be extended to end on June 30, 2023 unless earlier terminated pursuant to Section 5.3 of the MSA.

IN WITNESS WHEREOF, the parties hereto have caused this Statement of Work to be executed by their duly authorized representatives as of the Statement of Work Effective Date.