**Dates on Which Unvested Shares Become Vested Shares** **Number of Unvested Shares Becoming Vested Shares on Corresponding Vesting Date** License Date 10% of the SharesAugust 1, 2011 25% of the SharesAugust 1, 2012 25% of the SharesAugust 1, 2013 25% of the SharesAugust 1, 2014 15% of the Shares     **2.2 Accelerated Vesting**     All of the Unvested Shares shall automatically become Vested Shares, and the restrictionsunder this Agreement on such Unvested Shares will lapse and such Unvested Shares will no longer besubject to forfeiture upon the occurrence of any of the following events:     (a) a “***change of control***” of the Company, which shall mean for purposes of this Section: (i) amerger or consolidation of the Company with or into another corporation or other entity (withrespect to which less than a majority of the outstanding voting power of the surviving orconsolidated corporation is held by persons who are shareholders of the Company immediately priorto such event); (ii) the sale or transfer of all or substantially all of the properties or assetsof the Company; (iii) any purchase by any party (or group of affiliated parties) of shares ofcapital stock of the Company (either through a negotiated stock purchase or a tender for suchshares), the effect of which is that such party (or group of affiliated parties) that did notbeneficially own a majority of the voting power of the outstanding shares of capital stock of theCompany immediately prior to such purchase beneficially owns at least a majority of such votingpower immediately after such purchase; (iv) the redemption or repurchase of shares representing amajority of the voting power of the outstanding shares of capital stock of the Company; or (v) anyother change of control of fifty percent (50%) or more of the outstanding Common Stock or votingpower of the Company in a single transaction or series of related transactions;     (b) a “***change of control***” of Redbox, which shall mean for purposes of this Section: (i) amerger or consolidation of Redbox with or into another corporation or other entity (with respect towhich less than a majority of the outstanding voting power of the surviving or consolidatedcorporation is held by the Company or its subsidiaries); (ii) the sale, lease or transfer of all orsubstantially all of the properties or assets of Redbox; (iii) any purchase by any party (or groupof affiliated parties) of equity in Redbox, the effect of which is that such party (or group ofaffiliated parties) that did not beneficially own a majority of
 

 
the voting power of Redbox immediately prior to such purchase beneficially owns at least amajority of such voting power immediately after such purchase; or (iv) any other change of controlof fifty percent (50%) or more of the outstanding voting power of Redbox in a single transaction orseries of related transactions;     (c) the occurrence of a “***Redbox Significant Event of Default***,” which shall mean for purposesof this Section the occurrence of any of the following: (i) any Redbox Termination Event thatresults in the termination of the License Agreement by SPHE; (ii) any Redbox Termination Event(regardless of whether the License Agreement is Terminated) where the amount or damages at issue isFifty Thousand Dollars ($50,000) or more; or (iii) either five or more Redbox Events of Defaultduring the Term of the License Agreement or three or more Redbox Events of Default during any12-month period during the Term of the License Agreement;     (d) The failure of the Company and/or its Common Stock to meet the continued listingrequirements for the Nasdaq market or other national stock exchange, such that the Common Stock isor will be downgraded to the OTC Bulletin Board or otherwise cease trading on such stock exchange;or     (e) upon (i) either the Company or Redbox becoming unable to pay its debts; (ii) a petitionbeing presented or a meeting being convened for the purpose of considering a resolution for themaking of an administration order, the winding-up, bankruptcy or dissolution of the Company orRedbox; (iii) the Company or Redbox becoming insolvent; (iv) a petition under any bankruptcy oranalogous act being filed by or against the Company or Redbox (which petition, if filed againstRedbox, will not have been dismissed by the relevant authority within thirty (30) days thereafter);(v) the Company or Redbox executing an assignment for the benefit of creditors; (vi) a receiverbeing appointed for the assets of the Company or Redbox; (vii) the Company or Redbox takingadvantage of any applicable bankruptcy, insolvency or reorganization or any other like statute; or(viii) the Company or Redbox ceasing to conduct all or substantially all of its day-to-day businessoperations.**3. Transfer Restrictions**     Any direct sale, transfer, assignment, encumbrance, pledge, hypothecation, conveyance intrust, gift, transfer by bequest, devise or descent, or other transfer or disposition of UnvestedShares shall be strictly prohibited and void unless the Company consents to any such transaction(with any such consent being solely at the discretion of the Company); provided, however, that Sonymay transfer Unvested Shares at any time to one or more of its U.S. affiliates upon fifteen (15)days’ prior written notice to the Company provided that any such affiliate transferee provides tothe Company a written acknowledgement that it agrees to join as a party to this Agreement,including, but not limited to, agreeing to the terms, conditions, representations and obligationsof Sony.**4. Status of Participant**     Upon issuance of the Shares, Sony will be recorded as a registered stockholder of the Companywith respect to the Shares. The Company and its transfer agent will promptly
 

 
provide to Sony written conformation of such issuance and recordation. Upon issuance of theShares, Sony will have in connection with the Shares all rights of a holder of Common Stock of theCompany, including, without limitation, voting rights and rights to dividends and distributions inrespect of the Shares; provided, however, that Unvested Shares will be subject to forfeiturepursuant to Section 6.**5. Securities Law Compliance; Certain Representations**     **5.1**The Shares to be acquired by Sony under this Agreement will be acquired for investment forSony’s own account, not as a nominee or agent, and not with a view to the resale or distribution ofany part thereof. Sony has no present intention of selling, granting any participation in, orotherwise distributing the Shares. Sony does not have any contract, undertaking, agreement orarrangement with any person or entity to sell, transfer or grant participations to such person orentity or to any other person or entity, with respect to any of the Shares. Sony represents andwarrants that it (a) has been furnished with all information which it deems necessary to evaluatethe merits and risks of receipt of the Shares, (b) has had the opportunity to ask questions andreceive answers concerning the information received about the Shares and the Company, and (c) hasbeen given the opportunity to obtain any additional information it deems necessary to verify theaccuracy of any information obtained concerning the Shares and the Company. Sony is an “accreditedinvestor” under Regulation D promulgated under the Securities Act of 1933, as amended (the“***Securities Act***”).     **5.2**Sony hereby agrees that it will in no event sell or distribute all or any part of theShares unless (a) there is an effective registration statement under the Securities Act, andapplicable state and other securities laws covering any such transaction involving the Shares or(b) the Company receives an opinion of Sony’s legal counsel (which counsel may be Sony’s internalcorporate counsel, and which opinion is reasonable or customary in form and substance) stating thatsuch transaction is exempt from registration or the Company otherwise satisfies itself that suchtransaction is exempt from registration. The Company shall provide promptly to Sony allinformation reasonably requested in connection with preparing such opinion. Sony understands thatthe Company has no obligation to register the Shares with the Securities and Exchange Commission(the “***SEC***”) and has not represented to Sony that the Company will so register the Shares.     **5.3**Sony confirms that it has been advised, prior to its receipt of the Shares, that neitherthe offering of the Shares nor any offering materials have been reviewed by any administrator orother governmental entity under the Securities Act or any other applicable securities act.     **5.4**The Company represents and warrants that each of the issuance and delivery of the Sharesin accordance with the Agreement, as well as the execution and delivery of this Agreement, has beenduly authorized by all necessary corporate action on the part of the Company, that all such Shareshave been duly reserved for issuance and that the Shares will, upon issuance, be duly and validlyissued, fully paid and nonassessable and free and clear of any liens or encumbrances except forrestrictions on transfer set forth herein and under applicable securities laws (subject only to thevesting and forfeiture provision in this
 

 
Agreement). The Company further represents and warrants that, (a) the Company is not, andnever has been a “shell company” as defined under Rule 144 of the Securities Act and (b) assumingthe accuracy of Section 5.1, the offer, sale and issuance of the Shares to Sony does not requireregistration under the Securities Act and is in compliance with applicable federal and statesecurities laws.**6. Termination of License Agreement; Forfeiture of Unvested Shares**     In the event of (i) termination or expiration of the License Agreement due to Sony’s electionto cause an early expiration of the License Agreement pursuant to the proviso in the last sentenceof Section 2 of the Principal Terms of the License Agreement or (ii) so long as there has been noacceleration of vesting pursuant to Section 2.2, immediately following termination or expiration ofthe License Agreement for any other reason, then no further vesting of Unvested Shares shall takeplace, all remaining Unvested Shares shall be immediately forfeited by Sony (or any applicabletransferee) as of the date of termination or expiration of the License Agreement without payment ofany consideration therefor, and Sony (or any applicable transferee) shall have no further rightswith respect to such Unvested Shares.**7. No****Section 83(b)****Election for Shares; Independent Tax Advice**     Sony acknowledges that it has not provided, and will not be providing, any services to theCompany or to Redbox under the License Agreement or otherwise. As such, Sony hereby confirms thatthe Shares are not being transferred in connection with the performance of services within themeaning of Section 83(a) of the Internal Revenue Code of 1986 (the “***Code***”), and Sony is notentitled to, and will not make, an election with respect to the Unvested Shares under Section 83(b)of the Code.     **SONY FURTHER ACKNOWLEDGES THAT THE COMPANY HAS DIRECTED SONY TO SEEK INDEPENDENT ADVICEREGARDING THE APPLICABLE PROVISIONS OF THE CODE AND THE INCOME TAX LAWS OF ANY APPLICABLEMUNICIPALITY, STATE OR FOREIGN COUNTRY WHERE SONY IS OR MAY BE SUBJECT TO TAX.**     Sony acknowledges that determining the actual tax consequences to Sony of receiving ordisposing of the Shares may be complicated. These tax consequences will depend, in part, on Sony’sspecific situation and may also depend on the resolution of currently uncertain tax law and othervariables not within the control of the Company. Sony is aware that it should consult a competentand independent tax advisor for a full understanding of the specific tax consequences of receivingor disposing of the Shares. Prior to executing this Agreement, Sony either has consulted with acompetent tax advisor independent of the Company to obtain tax advice concerning the Shares inlight of its specific situation or has had the opportunity to consult with such a tax advisor buthas chosen not to do so.
 

 
**8. Book Entry Registration of the Shares**     The Company will issue the Shares by registering the Shares in book entry form with theCompany’s transfer agent in Sony’s name and the applicable restrictions will be noted in therecords of the Company’s transfer agent and in the book entry system. No certificate(s)representing Unvested Shares will be issued until the Shares, or the applicable portion of suchShares, become Vested Shares. Subject to provision by Sony of any documentation reasonablyrequested by the Company, upon written request by Sony the Company will provide to the transferagent (and to such other persons as may be reasonably required) such documentation as is reasonablynecessary to (a) remove any restrictions under this Agreement with respect to the Unvested Sharesthat have become Vested Shares or (b) otherwise facilitate a lawful transfer of Unvested Shares orVested Shares pursuant to the terms and conditions of this Agreement.**9. Stop-Transfer Notices and Restrictive Legends**     **9.1**Sony understands and agrees that, in order to ensure compliance with the restrictions andforfeiture conditions referred to in this Agreement, the Company may issue appropriate“stop-transfer” and other instructions to its transfer agent, if any, and that, if the Companytransfers its own securities, it may make appropriate notations to the same effect in its ownrecords. The Company will not be required to (a) transfer on its books any Shares that have beensold or transferred in violation of the provisions of this Agreement or (b) treat as the owner ofthe Shares, or otherwise accord voting, or dividend rights to any transferee to whom the Shareshave been transferred in contravention of this Agreement.     **9.2**The restrictions noted in the records of the Company’s transfer agent and any certificateor certificates representing the Shares shall bear the following legends in substantially thefollowing form (as well as any other legends required by applicable state and federal corporatesecurities laws) as reasonably deemed appropriate by the Company:THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THESECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEWTO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION OR OTHER TRANSFER THEREOF. NOSUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATIONSTATEMENT RELATED THERETO OR THE COMPANY’S RECEIPT OF AN OPINION OF TRANSFEROR’SLEGAL COUNSEL STATING THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION OR THE COMPANYOTHERWISE SATISFIES ITSELF THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION.Notwithstanding the foregoing, upon Sony’s request, promptly following the date that Vested Sharesmay be sold under Rule 144 without volume restrictions or manner of sale limitations, the Companyshall cause its legal counsel to issue a legal opinion to the Company’s transferagent and to Sony (which opinion shall be reasonable in form and substance) that any and allcertificates representing such Vested Shares shall be issued free of all legends.
 

 
**10.** **Rule 144 Reporting**     **10.1**With a view to making available the benefits of certain rules and regulations of the SECthat will permit the sale of the Vested Shares without registration with the SEC, the Companyagrees to:     (a) make and keep public information available, as such terms are understood and defined inRule 144(c)(i) of the Securities Act, at all times until the one year anniversary from the date onwhich there are no remaining Unvested Shares held by Sony under this Agreement;     (b) file with the SEC in a timely manner all reports and other documents required to be filedby the Company under the Securities Exchange Act of 1934, as amended (the “***Exchange Act***”); and     (c) so long as Sony owns any Shares, upon request by Sony, if the Company is not filingreports and other documents under the Exchange Act, the Company will make available otherinformation as required by, and so long as necessary to permit sales of the Shares pursuant to,Rule 144A (including the provision of information to Sony and prospective purchasers designated bySony pursuant to Rule 144A(d)(4)) and, commencing at such time as sales are permitted under Rule144, Rule 144A, and in any event shall make available (either by mailing a copy thereof, by postingon the Company’s website, or by press release) to Sony a copy of:          (i) the Company’s annual consolidated financial statements (including at least balance sheets,statements of profit and loss, statements of stockholders’ equity and statements of cash flows)prepared in accordance with generally accepted accounting principles in the United States, no laterthan 90 days after the end of each fiscal year of the Company; and          (ii) the Company’s quarterly consolidated financial statements (including at least balancesheets, statements of profit and loss, statements of stockholders’ equity and statements of cashflows) prepared in a manner substantially consistent with the preparation of the Company’s annualconsolidated financial statements, no later than 45 days after the end of each fiscal quarter ofthe Company.     **10.2**If the Company shall fail for any reason to satisfy the requirements of clause (a) or (b)of this Section 10 (a “***Public Information Failure***”) then, in addition to Sony’s other availableremedies, the Company shall pay to Sony, in cash, as partial liquidated damages and not as apenalty, by reason of any such delay in or reduction of its ability to sell the Vested Shares thenheld by Sony (or a U.S. affiliate of Sony), an amount in cash equal to two percent (2.0%) of theaggregate value of the Vested Shares then held by Sony (or a U.S. affiliate of Sony) valued at thehigher of the Agreement Date Closing Price or the average closing price per share of the Company’sCommon Stock for the ten full trading days prior to, but not including, the day of the Public Information Failure on the day of a PublicInformation Failure and on every thirtieth (30th) day (pro rated for periods totalingless than thirty days) thereafter until the earlier of (i) the date such Public Information Failureis cured
 

 
and (ii) such time that such public information is no longer required for Sony totransfer its Vested Shares pursuant to Rule 144. The payments to which Sony shall be entitledpursuant to this Section 10.2 are referred to herein as “***Public Information Failure Payments***.”Public Information Failure Payments shall be paid on the earlier of (1) the last day of thecalendar month during which such Public Information Failure Payments are incurred and (2) the third(3rd) business day after the event or failure giving rise to the Public InformationFailure Payments is cured. In the event the Company fails to make Public Information FailurePayments in a timely manner, such Public Information Failure Payments shall bear interest at a rateequal to the lesser of 1.5% per month (prorated for partial months) or the maximum amount allowedby applicable law until paid in full. Nothing herein shall limit Sony’s right to pursue actualdamages for the Public Information Failure, and Sony shall have the right to pursue all remediesavailable to it at law or in equity including, without limitation, a decree of specific performanceand/or injunctive relief.**11.** **Tax Withholding**     Sony shall provide such certificates as reasonably requested by the Company to enable theCompany to comply with any applicable information reporting or withholding requirements withrespect to the Shares, and such certificates may include, among other things, a properly executedIRS Form W-9.**12.** **General Provisions**     **12.1 Notices**     Whenever any notice is required or permitted hereunder, such notice must be in writing andpersonally delivered or sent by facsimile or mail. Any notice required or permitted to bedelivered hereunder shall be deemed to be delivered on the date on which it is personally deliveredor facsimile distributed with verifiable receipt, or, whether actually received or not, on thethird business day after it is deposited in the United States mail, certified or registered,postage prepaid, addressed to the party who is to receive it at the address or facsimile numberthat such party has theretofore specified by written notice delivered in accordance herewith. TheCompany or Sony may change, by written notice to the other, the address previously specified forreceiving notices. Unless changed pursuant to the terms of this Section, notices delivered to theCompany shall be addressed as follows:   Company: Coinstar, Inc.Attn: General Counsel1800 114th Avenue SEBellevue, WA 98004Fax.: (425) 943-8090   and notices delivered to Sony shall be addressed as follows:   Sony: Sony Pictures Home Entertainment Inc.c/o Sony Pictures Entertainment Inc.10202 West Washington Boulevard
 

 
     Culver City, CA 90232Attention: General CounselFacsimile: (310) 244-0510     **12.2 No Waiver**     No waiver of any provision of this Agreement will be valid unless in writing and signed by theparty against whom such waiver is sought to be enforced, nor will failure to enforce any righthereunder constitute a continuing waiver of the same or a waiver of any other right hereunder.     **12.3 Undertaking**     Each party hereby agrees to take whatever additional action and execute whatever additionaldocuments the other party may reasonably deem necessary or advisable in order to carry out oreffect one or more of the obligations or restrictions imposed on such party pursuant to the expressprovisions of this Agreement.     **12.4 Entire Contract**     This Agreement constitutes the entire agreement between the parties hereto with regard to thesubject matter hereof and supersedes all prior oral or written agreements on the subject.     **12.5 Successors and Assigns**     The provisions of this Agreement will inure to the benefit of, and be binding on, the Companyand its successors and assigns and Sony’s successors and assigns and transferees by operation oflaw, whether or not any such party will have become a party to this Agreement and agreed in writingto join herein and be bound by the terms and conditions hereof.     **12.6 Counterparts**     This Agreement may be executed in two or more counterparts, each of which will be deemed anoriginal, but which, upon execution, will constitute one and the same instrument.     **12.7 Governing Law; Dispute Resolution**     The provisions of this Agreement shall be governed by the laws of the state of Delaware,without giving effect to principles of conflicts of law. The provisions of Section 6.2 of ScheduleA to the License Agreement are hereby incorporated into this Agreement such that the procedures set forth in such Section 6.2 (and its subsections) shall apply toany action or proceeding arising in connection with, touching upon, or relating to this Agreement.
 

 
     **12.8 Confidentiality**     The parties acknowledge and agree that the Company may disclose this Agreement in summarytabular form in its next filing on Form 10-Q in to the extent such disclosure is required by theExchange Act in order to be in compliance with the requirements of Part II, Item 2 of such Form.Except as provided in the preceding sentence, the parties hereto will keep the terms and existenceof this Agreement confidential and will not now or hereafter divulge any of this information to anythird party except (a) with the prior written consent of the other party; (b) as otherwise may berequired by law or legal process or, so long as such disclosure is made pursuant to bindingconfidentiality obligations, as may be required in connection with profit participants or guildobligations; (c) during the course of litigation, so long as the disclosure of such terms andconditions is restricted in the same manner as is the confidential information of other litigatingparties; or (d) in confidence to its affiliates or its, or its affiliates’, legal counsel,accountants, banks, and financing sources and their advisors in connection with complying with oradministering its obligations with respect to this Agreement; provided, however, that in (b) and(c) above, to the extent permitted by law, (i) the disclosing party will use all reasonablyavailable legal means to minimize the disclosure to third parties, including, without limitation,seeking a confidential treatment request or protective order whenever appropriate or available; and(ii) the disclosing party will provide the other party with at least ten (10) days’ prior writtennotice of such disclosure.[Signature page follows]
 

 
     IN WITNESS WHEREOF, the parties have executed this Agreement dated as of the date first setforth above.      **COINSTAR, INC.**