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Certifications

We are a “qualified institutional buyer” (a “QIB”) as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Further, if we are acting as a fiduciary or agent for one or more investor accounts, (a) each such account is a QIB, (b) we have investment discretion with respect to each such account, and (c) we have full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account.

We acknowledge that the materials relate to a transaction that is not subject to, or is only available in the United States pursuant to an exemption from the registration requirements of the Securities Act. No U.S. federal or state securities commission or regulatory authority has approved or disapproved of the transaction or passed upon the adequacy or accuracy of the information on the following pages. Any representation to the contrary is a criminal offence in the United States.

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DEAG Deutsche Entertainment AG

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