Preview
FILED: NEW YORK COUNTY CLERK 03/12/2024 01:59 PM INDEX NO. 656312/2022
NYSCEF DOC. NO. 264 RECEIVED NYSCEF: 03/12/2024
Resolutions of the HEVC Administrative Committee Regarding the Agreement Among Licensors
Regarding The HEVC Standard
WHEREAS, each of the parties set forth on Schedule A hereto (the “Parties”) is a
Party to the Agreement Among Licensors Regarding the HEVC Standard, entered into as of May
12, 2014, as amended from time to time (the “AAL”); and
WHEREAS, §3.1 and §3.2 of the AAL provide for the formation of an
Administrative Committee to discuss, resolve and vote on matters relating to the AAL (the
“AdCom”), as further set forth in the AAL; and
WHEREAS, §3.3 of the AAL allows the election of a Chairperson to preside over
meetings of the AdCom; and at a duly convened meeting of the AdCom on January 25, 2024,
and in follow up votes, Myong Soo Kim, the AdCom representative of GENSQUARE, was
elected Chairperson of the AdCom in accordance with the requirements of §3.3 of the AAL; and
WHEREAS, in June, 2020, the AdCom voted to amend § 7.2.2 of the AAL as
reflected in the “Amendment to HEVC Agreement Among Licensors” dated June 23, 2020 (“the
Amendment”), which amendment is attached hereto as Schedule B; and
WHEREAS, the Amendment did not amend or alter allocations among the Parties
pursuant to Article 5 of the AAL;
WHEREAS, members of the AdCom passed the Amendment pursuant to voting
procedures previously used upon due notice to and without objection from any AdCom member
that (i) recorded votes confidentially and (ii) recorded those not affirmatively providing their
vote as being in favor of the Amendment (the “Voting Procedures”); and
-1-
FILED: NEW YORK COUNTY CLERK 03/12/2024 01:59 PM INDEX NO. 656312/2022
NYSCEF DOC. NO. 264 RECEIVED NYSCEF: 03/12/2024
WHEREAS, in accordance with the terms of § 6.1 of the AAL, the Amendment
would become effective upon approval by three-fourth (3/4) vote of the members of the AdCom,
and such Amendment was not subject to any higher standard of approval under the AAL; and
WHEREAS, the members of the AdCom, on behalf of the respective Parties,
unanimously agree that they may adopt one or both of the Voting Procedures for any vote of the
AdCom under the AAL without violating any provision of the AAL, and confirm their
understanding and intention that neither §§ 6.1 nor 6.3 nor any other provision of the AAL would
prohibit the use of the Voting Procedures as a means of AdCom voting; and
WHEREAS, by Decision and Order on Motion dated December 19, 2023, the
Supreme Court of the State of New York, New York County, in Samsung Electronics Co., Ltd. v.
MPEG LA, L.L.C. (index no. 656312/2022) (the “Action”) held that § 6.1 of the AAL does not
permit counting as favorable votes those AdCom members who do not affirmatively cast their
vote, and thus determined that the Amendment had not passed based on the Court’s construction
of the AAL; and
WHEREAS, no member of the AdCom was a party to the Action and no member
was provided the opportunity to be heard in the Action, but each member of the AdCom respects
the Court and its decision; and
WHEREAS, the AdCom has sought and received independent legal advice
regarding its desire and determination to revise AAL § 7.2.2 in accordance with the Amendment;
and
WHEREAS, the Court’s decision also implicates the following prior AdCom vote
(together with the Amendment the “AdCom Votes”) because such vote also used the Voting
Procedures without objection from any member of the AdCom:
-2-
FILED: NEW YORK COUNTY CLERK 03/12/2024 01:59 PM INDEX NO. 656312/2022
NYSCEF DOC. NO. 264 RECEIVED NYSCEF: 03/12/2024
The Amendment No. 2 to HEVC Agreement Among Licensors, dated November
30, 2023 (attached hereto as Schedule C); and
WHEREAS, the AdCom seeks to avoid potential disruption and confusion to the
licensing program as it relates to the prior AdCom Votes, and seeks to ensure the accuracy of its
books and records, and therefore wishes to vote to adopt and ratify the AdCom Votes as of the
original date of such votes in the same manner as such earlier vote except using voting
procedures different from the Voting Procedures in accordance with the Decision and Order in
the Action; and second wishes to vote to revise certain provisions of AAL § 6.1 as set out herein;
and third wishes to vote to adopt prospectively the matters adopted in the AdCom Votes, in each
case, such that the AdCom Votes will be retroactively effective as of their respective original
date pursuant to the first vote and shall be prospectively effective pursuant to the third vote; and
WHEREAS, the AdCom, after the first vote noted above, wishes to further amend
the AAL to clarify the standard and method for which its members’ votes may be solicited and
calculated in future actions by the AdCom and eliminate confusion arising from certain
provisions of AAL § 6.1(1);
WHEREAS, the AdCom held a duly constituted meeting on February 15, 2024,
and voted at the meeting and thereafter (including as necessary by recording votes from those not
attending the meeting), in votes that were public among AdCom members and for which only
affirmative votes were counted, in favor of the matters voted on as set out in the Resolutions
below; and
NOW, THEREFORE, the AdCom hereby duly approves, adopts and ratifies the
following pursuant to the AAL:
RESOLVED:
-3-
FILED: NEW YORK COUNTY CLERK 03/12/2024 01:59 PM INDEX NO. 656312/2022
NYSCEF DOC. NO. 264 RECEIVED NYSCEF: 03/12/2024
(i) The AdCom Votes are hereby adopted and ratified on the same terms as the
AdCom Votes, and the matters approved or addressed by the AdCom Votes are effective as of
their respective original dates and on the same terms as the AdCom Votes except for the voting
procedures used;
(ii) For the avoidance of doubt, the AAL shall be amended as of March 12, 2024,
as set forth on Schedule D hereto, which amendment clarifies that, consistent with prior practice
and the construction of the Agreement by all Parties to the AAL and therefore such amendment
is believed to be unnecessary, the AdCom members may, at their election (i) vote confidentially
by delivering votes to the Licensing Administrator (as defined in the AAL) and/or the
Chairperson of the AdCom; and/or (ii) the AdCom may count members not affirmatively casting
their vote as having voted in favor of the issue proposed; provided that each AdCom member
receives at least two weeks’ notice of such voting procedures in connection with such vote and
no objections are raised by more than four (4) AdCom members at least five (5) days before such
vote is held, and that the AdCom may, in lieu of action at a meeting thereof, act by written
consent; and
(iii) Upon consent of all Licensors, § 6.1(1) of the AAL is hereby eliminated as
reflected in Schedule D hereto and § 6.1 is replaced with the language set out in Schedule D; and
(iv) In addition to the adoption and ratification in the foregoing resolution above,
and although believed to be unnecessary by the AdCom in light of the foregoing resolutions
above, §7.2.2 is hereby amended prospectively as set forth on Schedule B hereto except for the
voting procedures used; and
(v) The Amendment and all other actions, agreements or filings made, done and
taken by the AdCom or any duly authorized representatives of the AdCom prior to the date
-4-
FILED: NEW YORK COUNTY CLERK 03/12/2024 01:59 PM INDEX NO. 656312/2022
NYSCEF DOC. NO. 264 RECEIVED NYSCEF: 03/12/2024
hereof in connection with the actions contemplated by these resolutions, including all actions
taken in connection with, or in furtherance of, all AdCom Votes, are hereby authorized,
approved, ratified, and confinned.
The undersigned, duly elected Chairperson of the AdCom, hereby certifies that
the AdCom voted in favor of and provided consent for and adopted the above resolutions in
compliance with the AAL.
March 12, 2024.
Chairperson of the Administrative Committee
-5-
FILED: NEW YORK COUNTY CLERK 03/12/2024 01:59 PM INDEX NO. 656312/2022
NYSCEF DOC. NO. 264 RECEIVED NYSCEF: 03/12/2024
Schedule A – Members
Alpha Digitech, Inc.
Apple Inc.
ARRIS Enterprises LLC
British Broadcasting Corporation
Canon Inc.
Digital Insights Inc.
Fujitsu Limited
Funai Electric Co., Ltd.
GENSQUARE LLC
Hangzhou Boyun Technology Co., Ltd.
Hangzhou Hikvision Digital Technology Co., Ltd.
HUMAX Co., Ltd.
IBEX PT Holdings
IDEAHUB, Inc.
Industry-Academy Cooperation Foundation of Sejong
University
Korea Electronics Technology Institute
KT Corp.
M&K Holdings Inc.
Massachusetts Institute of Technology
Maxell, Ltd.
Nippon Hoso Kyokai
Orange SA
REEF LLC
Siemens Corp.
SK Planet Co., Ltd.
Sky Media Tech, Inc.
SungKyunKwan University Research & Business Foundation
Tagivan II LLC
-6-
FILED: NEW YORK COUNTY CLERK 03/12/2024 01:59 PM INDEX NO. 656312/2022
NYSCEF DOC. NO. 264 RECEIVED NYSCEF: 03/12/2024
Vidyo, Inc.
-7-
FILED: NEW YORK COUNTY CLERK 03/12/2024 01:59 PM INDEX NO. 656312/2022
NYSCEF DOC. NO. 264 RECEIVED NYSCEF: 03/12/2024
Schedule B - 2020 Amendment
Amendment to
HEVC Agreement Among Licensors
WHEREAS, the undersigned have entered into an Agreement Among Licensors
made as of May 12, 2014 (the "Agreement"); and
WHEREAS, Section 7.2.2 of the Agreement has been amended by the HEVC
Administrative Committee in accordance with the Agreement;
NOW, THEREFORE, MPEG LA confirms such amendment will take effect with
respect to reported licensee royalty accrual sales from July 1, 2020 forward as follows:
7.2.2 A Party which terminates in accordance with Section 7.2 shall be entitled
to continue to receive fifty percent (50%) of its apportioned share of revenues in
accordance with Section 5.1 for royalties received under HEVC Patent Portfolio
Licenses which include Patents owned by the terminating Party; provided,
however, for each distribution of revenues made by the Licensing Administrator
after termination becoming effective, the terminating Party's apportioned share
shall be based solely on the total revenues derived under all HEVC Patent
Portfolio Licenses (and all subsequent renewals thereof) that were granted by the
Licensing Administrator before the effective date of termination of the Licensing
Administrator's right to grant additional sublicenses under the terminating Party's
HEVC Patent Portfolio Patents. The other fifty percent (50%) that is not
apportioned to the terminating Party shall be allocated to the remaining Parties
according to a methodology similar to that which is used in Sections 5.1.1.1-
5.1.1.5.
1.) Except as specifically provided herein, the Agreement remains in full force and
effect.
Date: / A / 2 MPEG LA, LLC
By: b7 x x AlfKL
Lakence A. Hom
President and CEO
_g.
FILED: NEW YORK COUNTY CLERK 03/12/2024 01:59 PM INDEX NO. 656312/2022
NYSCEF DOC. NO. 264 RECEIVED NYSCEF: 03/12/2024
Schedule C - 2023 Amendment No. 2
AMENDMENT No. 2 To
HEVC AGREEMENT AMONG LICENSORS
WHEREAS, the HEVC Licensors entered into the Agreement Among Licensors
Regarding the HEVC Standard dated May 12, 2014 (the "Agreement");
WHEREAS, the Agreement includes as Attachment 1 the Patent Portfolio License
("License"),and as Attachment 3 the License from Licensor to Licensing Administrator
("LFLTLA");
WHEREAS, the Licensors and Licensing Administrator wish to amend the
definition of Affiliate in the Agreement, the License, and the LFLTLA as specified
herein; and
NOW, THEREFORE, pursuant to Section 6 of the Agreement, MPEG LA
confirms such amendment as follows:
"Affiliate"
1.) The definition of the term in Section 1.1 of the Agreement, Section 1.1
of the License, and in Section 1.1 of the LFLTLA shall each be amended to read
as follows:
Affiliate - shall mean, with respect to a specified Legal Entity, another
Legal Entity which now or hereafter directly or indirectly (a) controls, (b)
is controlled by, or (c) is under common control with, such specified Legal
Entity; in each case, subject to the remainder of this Section 1.1. For
purposes of this Section 1.1, control of a Legal Entity shall mean direct or
beneficial ownership of more than fifty percent (50%) of the outstanding
shares representing the right to vote for directors or other managing
officers of such Legal Entity, or the power to directly or indirectly instruct,
appoint, or remove the party or parties who have the right to make
decisions for such Legal Entity. An entity shall be deemed an Affiliate
only so long as such control exists. Notwithstanding anything to the
contrary, for purposes of license grants made on behalf of a Licensor's
Affiliates, if: (i) Via Licensing Alliance LLC (or any Legal Entity
controlled thereby) is or becomes a Licensor, such Licensor's Affiliates
include only such other Legal Entities qualifying under (b) above; and (ii)
if Dolby Laboratories, Inc. (or any Legal Entity controlled thereby, other
than Via Licensing Alliance LLC and Legal Entities controlled by Via
Licensing Alliance LLC) is or becomes a Licensor, such Licensor's
Affiliates exclude Via Licensing Alliance LLC (and any Legal Entities
controlled by Via Licensing Alliance LLC).
2.) Except as specifically provided herein, the Agreement, the License, and the
LFLTLA remain in full force and effect.
-9-
FILED: NEW YORK COUNTY CLERK 03/12/2024 01:59 PM INDEX NO. 656312/2022
NYSCEF DOC. NO. 264 RECEIVED NYSCEF: 03/12/2024
Amendment to HEVC Agreement Among Licensors (cont'd)
3.) All capitalized terms not defined herein shall have the same meaning as that
specified in the Agreement.
MPEG LA, LLC
Date:November 30, 2023
DocuSigned
by:
h4Ieghed
President
-10-
FILED: NEW YORK COUNTY CLERK 03/12/2024 01:59 PM INDEX NO. 656312/2022
NYSCEF DOC. NO. 264 RECEIVED NYSCEF: 03/12/2024
Schedule D
2024 amendments to AAL
1. The following sentences shall be added to the end of § 3.2 of the AAL:
“Notwithstanding anything to the contrary herein, any action required or
permitted to be taken by the Administrative Committee may be taken by the members thereof
without a meeting, if such action is approved in writing by members of the Administrative
Committee holding the number of votes required to take such action. A proposed written
consent shall be provided to all members of the Administrative Committee not less than seven
(7) days prior to the date of the proposed action; provided, however, that this notice requirement
may be waived by all the members of the Administrative Committee and such notice requirement
shall be deemed waived if, and only if, all members of the Administrative Committee consent to
such action being requested. Any action taken without a meeting shall be effective when the
required minimum number of votes have been received. Such action by written consent shall
have the same force and effect as a determination of the Administrative Committee at a
meeting.”
2. The following sentence shall be added to the end of § 6.1 of the AAL:
“For all purposes of this Article 6 (and any other provision of this Agreement
which contemplates voting by members of the Administrative Committee), the Administrative
Committee may, upon no less than two weeks’ notice to its members and so long as no more
than four (4) members object at least five (5) days prior to the applicable meeting of the
Administrative Committee (or proposed effective date of the written consent with respect
thereto, as applicable) (i) permit voting by members of the Administrative Committee
-11-
FILED: NEW YORK COUNTY CLERK 03/12/2024 01:59 PM INDEX NO. 656312/2022
NYSCEF DOC. NO. 264 RECEIVED NYSCEF: 03/12/2024
contemplated by this Article 6 or as otherwise set forth in this Agreement, on a confidential basis
by delivering such vote to the Chairperson of the Administrative Committee and/or the Licensing
Administrator; and/or (ii) in calculating the vote of the members of Administrative Committee,
counting any member which does not affirmatively cast a vote on a particular matter as having
voted in the affirmative with respect to such matter.
3. Section 6.1 of the AAL shall be deleted and replaced with the following:
Any Amendments to this Agreement must be in writing, specifically reference
this Agreement, and shall require at least a three-fourths (3/4) vote of the members of the
Administrative Committee, except for (1) amendments to a change to this section 6.1 or a change
to the right to provide notice of termination pursuant to Section 7.2 (but not including
amendments to §7.2.2 which shall require a three fourths (3/4) vote) which shall both require the
consent of all Licensors; and (2) as specified in Section 6.3.
-12-
Preview
FILED: NEW YORK COUNTY CLERK 03/12/2024 01:59 PM INDEX NO. 656312/2022 NYSCEF DOC. NO. 264 RECEIVED NYSCEF: 03/12/2024 Resolutions of the HEVC Administrative Committee Regarding the Agreement Among Licensors Regarding The HEVC Standard WHEREAS, each of the parties set forth on Schedule A hereto (the “Parties”) is a Party to the Agreement Among Licensors Regarding the HEVC Standard, entered into as of May 12, 2014, as amended from time to time (the “AAL”); and WHEREAS, §3.1 and §3.2 of the AAL provide for the formation of an Administrative Committee to discuss, resolve and vote on matters relating to the AAL (the “AdCom”), as further set forth in the AAL; and WHEREAS, §3.3 of the AAL allows the election of a Chairperson to preside over meetings of the AdCom; and at a duly convened meeting of the AdCom on January 25, 2024, and in follow up votes, Myong Soo Kim, the AdCom representative of GENSQUARE, was elected Chairperson of the AdCom in accordance with the requirements of §3.3 of the AAL; and WHEREAS, in June, 2020, the AdCom voted to amend § 7.2.2 of the AAL as reflected in the “Amendment to HEVC Agreement Among Licensors” dated June 23, 2020 (“the Amendment”), which amendment is attached hereto as Schedule B; and WHEREAS, the Amendment did not amend or alter allocations among the Parties pursuant to Article 5 of the AAL; WHEREAS, members of the AdCom passed the Amendment pursuant to voting procedures previously used upon due notice to and without objection from any AdCom member that (i) recorded votes confidentially and (ii) recorded those not affirmatively providing their vote as being in favor of the Amendment (the “Voting Procedures”); and -1- FILED: NEW YORK COUNTY CLERK 03/12/2024 01:59 PM INDEX NO. 656312/2022 NYSCEF DOC. NO. 264 RECEIVED NYSCEF: 03/12/2024 WHEREAS, in accordance with the terms of § 6.1 of the AAL, the Amendment would become effective upon approval by three-fourth (3/4) vote of the members of the AdCom, and such Amendment was not subject to any higher standard of approval under the AAL; and WHEREAS, the members of the AdCom, on behalf of the respective Parties, unanimously agree that they may adopt one or both of the Voting Procedures for any vote of the AdCom under the AAL without violating any provision of the AAL, and confirm their understanding and intention that neither §§ 6.1 nor 6.3 nor any other provision of the AAL would prohibit the use of the Voting Procedures as a means of AdCom voting; and WHEREAS, by Decision and Order on Motion dated December 19, 2023, the Supreme Court of the State of New York, New York County, in Samsung Electronics Co., Ltd. v. MPEG LA, L.L.C. (index no. 656312/2022) (the “Action”) held that § 6.1 of the AAL does not permit counting as favorable votes those AdCom members who do not affirmatively cast their vote, and thus determined that the Amendment had not passed based on the Court’s construction of the AAL; and WHEREAS, no member of the AdCom was a party to the Action and no member was provided the opportunity to be heard in the Action, but each member of the AdCom respects the Court and its decision; and WHEREAS, the AdCom has sought and received independent legal advice regarding its desire and determination to revise AAL § 7.2.2 in accordance with the Amendment; and WHEREAS, the Court’s decision also implicates the following prior AdCom vote (together with the Amendment the “AdCom Votes”) because such vote also used the Voting Procedures without objection from any member of the AdCom: -2- FILED: NEW YORK COUNTY CLERK 03/12/2024 01:59 PM INDEX NO. 656312/2022 NYSCEF DOC. NO. 264 RECEIVED NYSCEF: 03/12/2024 The Amendment No. 2 to HEVC Agreement Among Licensors, dated November 30, 2023 (attached hereto as Schedule C); and WHEREAS, the AdCom seeks to avoid potential disruption and confusion to the licensing program as it relates to the prior AdCom Votes, and seeks to ensure the accuracy of its books and records, and therefore wishes to vote to adopt and ratify the AdCom Votes as of the original date of such votes in the same manner as such earlier vote except using voting procedures different from the Voting Procedures in accordance with the Decision and Order in the Action; and second wishes to vote to revise certain provisions of AAL § 6.1 as set out herein; and third wishes to vote to adopt prospectively the matters adopted in the AdCom Votes, in each case, such that the AdCom Votes will be retroactively effective as of their respective original date pursuant to the first vote and shall be prospectively effective pursuant to the third vote; and WHEREAS, the AdCom, after the first vote noted above, wishes to further amend the AAL to clarify the standard and method for which its members’ votes may be solicited and calculated in future actions by the AdCom and eliminate confusion arising from certain provisions of AAL § 6.1(1); WHEREAS, the AdCom held a duly constituted meeting on February 15, 2024, and voted at the meeting and thereafter (including as necessary by recording votes from those not attending the meeting), in votes that were public among AdCom members and for which only affirmative votes were counted, in favor of the matters voted on as set out in the Resolutions below; and NOW, THEREFORE, the AdCom hereby duly approves, adopts and ratifies the following pursuant to the AAL: RESOLVED: -3- FILED: NEW YORK COUNTY CLERK 03/12/2024 01:59 PM INDEX NO. 656312/2022 NYSCEF DOC. NO. 264 RECEIVED NYSCEF: 03/12/2024 (i) The AdCom Votes are hereby adopted and ratified on the same terms as the AdCom Votes, and the matters approved or addressed by the AdCom Votes are effective as of their respective original dates and on the same terms as the AdCom Votes except for the voting procedures used; (ii) For the avoidance of doubt, the AAL shall be amended as of March 12, 2024, as set forth on Schedule D hereto, which amendment clarifies that, consistent with prior practice and the construction of the Agreement by all Parties to the AAL and therefore such amendment is believed to be unnecessary, the AdCom members may, at their election (i) vote confidentially by delivering votes to the Licensing Administrator (as defined in the AAL) and/or the Chairperson of the AdCom; and/or (ii) the AdCom may count members not affirmatively casting their vote as having voted in favor of the issue proposed; provided that each AdCom member receives at least two weeks’ notice of such voting procedures in connection with such vote and no objections are raised by more than four (4) AdCom members at least five (5) days before such vote is held, and that the AdCom may, in lieu of action at a meeting thereof, act by written consent; and (iii) Upon consent of all Licensors, § 6.1(1) of the AAL is hereby eliminated as reflected in Schedule D hereto and § 6.1 is replaced with the language set out in Schedule D; and (iv) In addition to the adoption and ratification in the foregoing resolution above, and although believed to be unnecessary by the AdCom in light of the foregoing resolutions above, §7.2.2 is hereby amended prospectively as set forth on Schedule B hereto except for the voting procedures used; and (v) The Amendment and all other actions, agreements or filings made, done and taken by the AdCom or any duly authorized representatives of the AdCom prior to the date -4- FILED: NEW YORK COUNTY CLERK 03/12/2024 01:59 PM INDEX NO. 656312/2022 NYSCEF DOC. NO. 264 RECEIVED NYSCEF: 03/12/2024 hereof in connection with the actions contemplated by these resolutions, including all actions taken in connection with, or in furtherance of, all AdCom Votes, are hereby authorized, approved, ratified, and confinned. The undersigned, duly elected Chairperson of the AdCom, hereby certifies that the AdCom voted in favor of and provided consent for and adopted the above resolutions in compliance with the AAL. March 12, 2024. Chairperson of the Administrative Committee -5- FILED: NEW YORK COUNTY CLERK 03/12/2024 01:59 PM INDEX NO. 656312/2022 NYSCEF DOC. NO. 264 RECEIVED NYSCEF: 03/12/2024 Schedule A – Members Alpha Digitech, Inc. Apple Inc. ARRIS Enterprises LLC British Broadcasting Corporation Canon Inc. Digital Insights Inc. Fujitsu Limited Funai Electric Co., Ltd. GENSQUARE LLC Hangzhou Boyun Technology Co., Ltd. Hangzhou Hikvision Digital Technology Co., Ltd. HUMAX Co., Ltd. IBEX PT Holdings IDEAHUB, Inc. Industry-Academy Cooperation Foundation of Sejong University Korea Electronics Technology Institute KT Corp. M&K Holdings Inc. Massachusetts Institute of Technology Maxell, Ltd. Nippon Hoso Kyokai Orange SA REEF LLC Siemens Corp. SK Planet Co., Ltd. Sky Media Tech, Inc. SungKyunKwan University Research & Business Foundation Tagivan II LLC -6- FILED: NEW YORK COUNTY CLERK 03/12/2024 01:59 PM INDEX NO. 656312/2022 NYSCEF DOC. NO. 264 RECEIVED NYSCEF: 03/12/2024 Vidyo, Inc. -7- FILED: NEW YORK COUNTY CLERK 03/12/2024 01:59 PM INDEX NO. 656312/2022 NYSCEF DOC. NO. 264 RECEIVED NYSCEF: 03/12/2024 Schedule B - 2020 Amendment Amendment to HEVC Agreement Among Licensors WHEREAS, the undersigned have entered into an Agreement Among Licensors made as of May 12, 2014 (the "Agreement"); and WHEREAS, Section 7.2.2 of the Agreement has been amended by the HEVC Administrative Committee in accordance with the Agreement; NOW, THEREFORE, MPEG LA confirms such amendment will take effect with respect to reported licensee royalty accrual sales from July 1, 2020 forward as follows: 7.2.2 A Party which terminates in accordance with Section 7.2 shall be entitled to continue to receive fifty percent (50%) of its apportioned share of revenues in accordance with Section 5.1 for royalties received under HEVC Patent Portfolio Licenses which include Patents owned by the terminating Party; provided, however, for each distribution of revenues made by the Licensing Administrator after termination becoming effective, the terminating Party's apportioned share shall be based solely on the total revenues derived under all HEVC Patent Portfolio Licenses (and all subsequent renewals thereof) that were granted by the Licensing Administrator before the effective date of termination of the Licensing Administrator's right to grant additional sublicenses under the terminating Party's HEVC Patent Portfolio Patents. The other fifty percent (50%) that is not apportioned to the terminating Party shall be allocated to the remaining Parties according to a methodology similar to that which is used in Sections 5.1.1.1- 5.1.1.5. 1.) Except as specifically provided herein, the Agreement remains in full force and effect. Date: / A / 2 MPEG LA, LLC By: b7 x x AlfKL Lakence A. Hom President and CEO _g. FILED: NEW YORK COUNTY CLERK 03/12/2024 01:59 PM INDEX NO. 656312/2022 NYSCEF DOC. NO. 264 RECEIVED NYSCEF: 03/12/2024 Schedule C - 2023 Amendment No. 2 AMENDMENT No. 2 To HEVC AGREEMENT AMONG LICENSORS WHEREAS, the HEVC Licensors entered into the Agreement Among Licensors Regarding the HEVC Standard dated May 12, 2014 (the "Agreement"); WHEREAS, the Agreement includes as Attachment 1 the Patent Portfolio License ("License"),and as Attachment 3 the License from Licensor to Licensing Administrator ("LFLTLA"); WHEREAS, the Licensors and Licensing Administrator wish to amend the definition of Affiliate in the Agreement, the License, and the LFLTLA as specified herein; and NOW, THEREFORE, pursuant to Section 6 of the Agreement, MPEG LA confirms such amendment as follows: "Affiliate" 1.) The definition of the term in Section 1.1 of the Agreement, Section 1.1 of the License, and in Section 1.1 of the LFLTLA shall each be amended to read as follows: Affiliate - shall mean, with respect to a specified Legal Entity, another Legal Entity which now or hereafter directly or indirectly (a) controls, (b) is controlled by, or (c) is under common control with, such specified Legal Entity; in each case, subject to the remainder of this Section 1.1. For purposes of this Section 1.1, control of a Legal Entity shall mean direct or beneficial ownership of more than fifty percent (50%) of the outstanding shares representing the right to vote for directors or other managing officers of such Legal Entity, or the power to directly or indirectly instruct, appoint, or remove the party or parties who have the right to make decisions for such Legal Entity. An entity shall be deemed an Affiliate only so long as such control exists. Notwithstanding anything to the contrary, for purposes of license grants made on behalf of a Licensor's Affiliates, if: (i) Via Licensing Alliance LLC (or any Legal Entity controlled thereby) is or becomes a Licensor, such Licensor's Affiliates include only such other Legal Entities qualifying under (b) above; and (ii) if Dolby Laboratories, Inc. (or any Legal Entity controlled thereby, other than Via Licensing Alliance LLC and Legal Entities controlled by Via Licensing Alliance LLC) is or becomes a Licensor, such Licensor's Affiliates exclude Via Licensing Alliance LLC (and any Legal Entities controlled by Via Licensing Alliance LLC). 2.) Except as specifically provided herein, the Agreement, the License, and the LFLTLA remain in full force and effect. -9- FILED: NEW YORK COUNTY CLERK 03/12/2024 01:59 PM INDEX NO. 656312/2022 NYSCEF DOC. NO. 264 RECEIVED NYSCEF: 03/12/2024 Amendment to HEVC Agreement Among Licensors (cont'd) 3.) All capitalized terms not defined herein shall have the same meaning as that specified in the Agreement. MPEG LA, LLC Date:November 30, 2023 DocuSigned by: h4Ieghed President -10- FILED: NEW YORK COUNTY CLERK 03/12/2024 01:59 PM INDEX NO. 656312/2022 NYSCEF DOC. NO. 264 RECEIVED NYSCEF: 03/12/2024 Schedule D 2024 amendments to AAL 1. The following sentences shall be added to the end of § 3.2 of the AAL: “Notwithstanding anything to the contrary herein, any action required or permitted to be taken by the Administrative Committee may be taken by the members thereof without a meeting, if such action is approved in writing by members of the Administrative Committee holding the number of votes required to take such action. A proposed written consent shall be provided to all members of the Administrative Committee not less than seven (7) days prior to the date of the proposed action; provided, however, that this notice requirement may be waived by all the members of the Administrative Committee and such notice requirement shall be deemed waived if, and only if, all members of the Administrative Committee consent to such action being requested. Any action taken without a meeting shall be effective when the required minimum number of votes have been received. Such action by written consent shall have the same force and effect as a determination of the Administrative Committee at a meeting.” 2. The following sentence shall be added to the end of § 6.1 of the AAL: “For all purposes of this Article 6 (and any other provision of this Agreement which contemplates voting by members of the Administrative Committee), the Administrative Committee may, upon no less than two weeks’ notice to its members and so long as no more than four (4) members object at least five (5) days prior to the applicable meeting of the Administrative Committee (or proposed effective date of the written consent with respect thereto, as applicable) (i) permit voting by members of the Administrative Committee -11- FILED: NEW YORK COUNTY CLERK 03/12/2024 01:59 PM INDEX NO. 656312/2022 NYSCEF DOC. NO. 264 RECEIVED NYSCEF: 03/12/2024 contemplated by this Article 6 or as otherwise set forth in this Agreement, on a confidential basis by delivering such vote to the Chairperson of the Administrative Committee and/or the Licensing Administrator; and/or (ii) in calculating the vote of the members of Administrative Committee, counting any member which does not affirmatively cast a vote on a particular matter as having voted in the affirmative with respect to such matter. 3. Section 6.1 of the AAL shall be deleted and replaced with the following: Any Amendments to this Agreement must be in writing, specifically reference this Agreement, and shall require at least a three-fourths (3/4) vote of the members of the Administrative Committee, except for (1) amendments to a change to this section 6.1 or a change to the right to provide notice of termination pursuant to Section 7.2 (but not including amendments to §7.2.2 which shall require a three fourths (3/4) vote) which shall both require the consent of all Licensors; and (2) as specified in Section 6.3. -12-