COMMONWEALTH OF PUERTO RICO PUERTO RICO ELECTRIC POWER AUTHORITY

SAN JUAN, PUERTO RICO

LOCATION AGREEMENT

-APPEAR

AS FIRST APPEARING PARTY: The Puerto Rico Electric Power Authority,

hereinafter referred to as "PREPA", a public corporation and government

instrumentality of the Commonwealth of Puerto Rico, created by Act of May 2, 1941,

No. 83, as amended, represented in this act by its Executive Director, Javier A.

Quintana Mendez, of legal age, married, engineer and resident of Guaynabo,

Puerto Rico.

AS SECOND APPEARING PARTY: Mesquite Productions, Inc., hereinafter referred

to as "The Company", a corporation organized and existing under the laws of

California and duly authorized to do business in Puerto Rico, employer's social

security 26-2652735, represented in this act by Rusell Del Toro of legal age, single,

lawyer and resident of SanJuan, Puerto Rico, by virtue of authorized signatory

power dated February 26,2016.

Both, PREPA and the Company are herein collectively referred to as the Parties.

WITNESSETH

WHEREAS, PREPA is the owner of a building complex located at 1110 Ponce

de Leon Avenue in Santurce, Puerto Rico which includes the following facilities:

Antonio Lucchetti Building; Juan Ruiz Velez Building and the Nuevo Edificio de

Oficinas Santurce (NEOS) Building and an open space connecting said buildings

known as "La Plazoleta".

WHEREAS, The Company has requested the use of premises of the

aforementioned building complex for the purpose of recording certain scenes of the

television program entitled "Start UP" on February 26, 27 and 28, of 2016, including,

among others, "La Plazoleta", the stairs at the eight floor which gives access to the

roof at the NEOS building and the building roof. Also some space for parking and

catering purposes.

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WHEREAS, the parties have agreed to the use of the premises for the purpose

of recording certain scenes of the television program according to the following:

TERMS AND CONDITIONS

ONE: PREPA as owner, having the full right and authority so to do, hereby

grants the Company and its employees, agents, contractors and suppliers the use of

"La Plazoleta", the stairs at the eight floor which give access to the roof at the NEOS

building and said building roof (hereby referred to as the "Property"), for the

purposes of recording certain scenes for the television program entitled Start Up

("Start Up"), including photographing the Property and reproducing the Property

elsewhere, accurately or otherwise, for the purpose of photographing the same, by

means of film, tape, videotape, digital formats or other medium. The Company shall

not, however, have the right to portray or reference the name and/or logo of PREPA.

TWO: The Company will use the property from date(s) February 26 through

February 28 of 2016, provided said dates may be changed by Company on account

of weather conditions, changes in production schedule and other such currently

unanticipated changes with the PREPA's prior consent.

THREE: Previous coordination between the Parties, PREPA grants permission

to Company to reenter the Property for the purpose of making added scenes and

retakes ("Additional Use") and the Company and PREPA shall coordinate in good

faith, taking into account Company's and PREPA's required schedules, with respect

to any such required Additional Use. The terms of this Location Agreement shall

also govern any Additional Use.

FOUR: The Company may place any and all necessary facilities and equipment,

including temporary sets, on the Property and agrees to remove the same after the

completion of Company's work and leave the Property in as good condition as when

received, reasonable wear and tear from uses permitted herein excepted. The

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Company shall be responsible for any damage caused by any other element not

attributable to ordinary wear and tear.

FIVE: The Company will have a crew of approximately 90 people, who shall

wear laminated "Start Up" ID badges for entry purposes, with 70 personal vehicles

and 15 trucks and/or trailers (Cameras, lighting equipment, grip equipment and art

department decoration). There will be one day for preparation of the set after

working hours, one filming day and one day to remove the equipment.

SIX: All rights of every kind in and to all photography and sound recordings

made hereunder (including, but not limited to, the right to exhibit any and all scenes

photographed or recorded at and of the Property or reproduction of the Property

throughout the world in perpetuity) shall be and remain vested in the Company, its

successors, assigns and licenses. Neither PREPA nor any tenant, or other party

now or hereafter having an interest in the Property, shall have any right of action

against the Company or any other party arising out of any use of the photography

and/or sound recordings made at the Property whether or not such use is, or may be

claimed to be defamatory, untrue, or censurable in nature and PREPA, for itself and

any tenants and assignees, hereby waives any and all rights of privacy, publicity, or

any other rights of a similar nature in connection with the exploitation of any such

photography or sound recordings.

Notwithstanding the above, the Company shall not use the photography and/or

sound recordings made at the Property to make defamatory, untrue, censurable or

derogatory statements through direct or indirect mention or reference of PREPA's

name.

SEVEN: The Company shall have no obligation to use the Property or include

the Property in the television program. PREPA may not unreasonably terminate or

rescind the permission granted to Company hereunder to use and photograph the

Property. The rights and remedies of PREPA in the event of any breach by the

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Company of this Location Agreement shall be limited to PREPA's right to recover

damages, if any, in an action at law. PREPA shall not have the right to seek to

enjoin, restrain or otherwise impair the production, distribution, exhibition, marketing

or exploitation of the Picture, except for a violation by the Company of the last

paragraph of Article Six above whereby the Company photographs or makes

mention in such photography or recordings any defamatory, untrue, censurable or

derogatory statement through direct or indirect mention or reference of PREPA's

name, and such right to seek injunctive relief shall be limited to only such

photography or recordings that violate the last paragraph of Article Six above.

PREPA agrees that the Company shall be entitled to injunctive and other equitable

relief to prevent any unjustified interference with use of the Property by the

Company hereunder.

EIGHT: The Company shall be invoiced for any PREPA personnel required to

support the Company's activities on the Property and electric power use, if any,

incurred during the recording. The costs incurred by PREPA for said personnel will

be invoiced to the Company according to the rates established in Attachment A

($14,879.66). The costs for the electric power will be invoiced according to

PREPA's applicable tariff.

NINE: In an exceptional and unforeseeable event, such as an emergency, that

PREPA is not able to provide access or use of the Property, the Company

acknowledges and agrees that the Property is an intrinsic part of the administration

of Puerto Rico's sole electricity provider and any interference with PREPA's

business shall cause PREPA substantial monetary and other damages which cannot

be adequately compensated in an action at law for damages. Accordingly, without

limiting any other right or remedy of PREPA, the Company agrees that PREPA shall

be entitled to injunctive and other equitable relief to prevent any interference with

PREPA's use of the Property by the Company hereunder. In case of an exceptional

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and unforeseeable event, the Company and PREPA agree to coordinate in good

faith in order to resume the filming activities as soon as possible taking into

consideration the nature of the exceptional and unforeseeable event.

— T E N : The Company hereby assumes full responsibility for and agrees to save

and hold harmless and to indemnify PREPA from and against any and all expenses,

losses and costs of any nature (including reasonable outside attorney's fees) arising

out of any claim made by any of the Company's or PREPA's employees, officials,

representatives, agents, contractors, sub-contractors or suppliers arising in whole or

in part, and in any manner, as a consequence of any damage or loss suffered by

any of the Company's or PREPA's employees, officials, representatives, agents,

contractors, sub-contractors or suppliers related or in connection, in any manner

whatsoever, with any activity conducted by the Company, or any of its employees,

officials, representatives, officials, agents, contractors, sub-contractors or suppliers

on PREPA's premises, except if due to the gross negligence or willful misconduct of

PREPA.

ELEVEN: The Company hereby also agrees to save and hold harmless and to

indemnify PREPA from and against any and all expenses, losses and costs of any

nature (including attorney's fees) incurred by PREPA arising out of any claim made

by any person for personal injuries, including death, or for property damages arising

in whole or in part, and in any manner, from acts or omissions incurred by its

employees, officials, representatives, agents, contractors, sub-contractors or

suppliers related or in connection, in any manner whatsoever, with any activity

conducted by the Company or any of its employees, officials, representatives,

agents, contractors, sub-contractors or suppliers on PREPA's premises or its

surroundings, except if due to the gross negligence or willful misconduct of PREPA.

TWELVE: The Company also agrees, to indemnify PREPA for any and all

damages that may be caused by any of its employees, representatives, agents,

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contractors, sub-contractors or suppliers to PREPA's premises or property, except if

due to the gross negligence or willful misconduct of PREPA. —

THIRTEEN: PREPA shall submit to the Company in writing a detailed listing of

any property damage no later than five (5) days following the occurrence thereof and

PREPA shall permit the Company to inspect the property alleged to be damaged.—

FOURTEEN: The Company shall secure and maintain in full force and effect

during the life of this Agreement as provided herein, policies of insurance covering

all operations engaged in by the Agreement as follows:

1. Commercial General Liability Insurance:

The Company shall provide a Commercial General Liability Insurance with

limits of $1,000,000 per occurrence and $1,000,000 aggregate which shall

include contractual liability coverage.

2. Commercial Automobile Liability Insurance:

The Company shall provide a Commercial Automobile Liability Insurance with

a combined single limit of $1,000,000 covering all owned, non-owned, hired

and any automobiles. In the alternative, the Company may provide evidence

of insurance coverage obtained through the rental company for any non-

owned or hired automobiles to be used in PREPA's facilities, plus evidence of

an umbrella insurance policy providing coverage in excess of automobile

liability insurance obtained through rental companies, with a combined single

limit of $1,000,000 covering all owned, non-owned, hired and any

automobiles.

3. Miscellaneous Equipment / Props sets ward / 3 r d party property damage

vehicle physical damage Insurance:

The Company shall provide a Miscellaneous Equipment Props sets ward, 3 r d

party property damage vehicle physical damage Insurance with a combined

single limit of $1,000,000.

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4. Requirements under the Policies:

All Insurance required under this contract shall be endorsed to include:

a. As additional insured:

Puerto Rico Electric Power Authority

Risk Management Office

PO Box 364267

San Juan, PR 00936-4267

b. 30 day cancellation or nonrenewable notice to be sent to the above address.

c. Waiver of Subrogation in favor of PREPA.

d. The breach of any of the Warranties or Conditions in this agreement by the

Contractor shall not prejudice PREPA's rights under the required policies nor

will it relieve Contractor of its indemnity obligation herein.

5. Policies:

All required policies of insurance and bonds shall be in a form reasonably

acceptable to "PREPA" and shall be issued only by insurance companies

authorized to do business in Puerto Rico.

The Company shall furnish a certificate of insurance in original signed by an

authorized representative of the insurer in Puerto Rico, describing the coverage

afforded. This certification shall be in the "Accord" form, in general use by the

insurers. Also, original of the endorsements shall be furnished.

FIFTEEN: For all material purposes under this Location Agreement, all persons

engaged or contracted by the Company for the performance of any of its activities,

shall be considered as its employees or agents or those of its subcontractors, and

not as employees or agents of PREPA. Each Party will carry Workman's

Compensation and Employers Liability Insurance with respect to its own employees.

SIXTEEN: This Location Agreement shall be governed by, and construed in

accordance with the laws of the Commonwealth of Puerto Rico. The appearing

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parties also agree that the United States District Court of the District of Puerto Rico

will be the courts of competent and exclusive jurisdiction to decide any and all

judicial controversies or disputes of any nature between them arising in connection

with this Location Agreement.

SEVENTEEN In no event shall this Location Agreement be construed as

creating a joint venture, partnership or other form of association or cooperative

arrangement between the Parties.

EIGHTEEN: The Parties expressly agree that no amendment which could be

made to this Location Agreement shall be understood as a contractual novation,

unless both parties agree to it, specifically and in writing.

NINETEEN: If any of the provisions contained in this Location Agreement is

declared as null and void, such holding shall not affect the validity and effectiveness

of the remaining provisions of the Location Agreement and the parties agree to

comply with their respective obligations under the remaining provisions.

TWENTY: This Location Agreement may be executed in one or more

counterparts, each of which shall be deemed an original, but all of which together

shall constitute one and the same instrument.

IN WITNESS WHEREOF, this Location Agreement has been duly executed this

30 day of February, 2016.

Puerto Rico Electric Power Authority Mesquite Productions, lnc._

Executive Director