DRAFT OF 06/25/12

PP COMMENTS 21 JULY 2012

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SHARE PURCHASE AND SUBSCRIPTION AGREEMENT

by and among

SPE MAURITIUS HOLDINGS LIMITED

SPE MAURITIUS INVESTMENTS LIMITED

THE SHAREHOLDERS LISTED ON SCHEDULE I

and

MAA TELEVISION NETWORK LIMITED

dated

____ ________ 2012

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TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS; USAGE ............................................................................... 21

Section 1.1 Definitions ........................................................................................... 21

Section 1.2 Table of Defined Terms ..................................................................... 119 Section 1.3 Usage ............................................................................................... 1210

ARTICLE II SALE OF SHARES ................................................................................. 1411

Section 2.1 Purchase and Sale of Purchased Shares ........................................... 1411 Section 2.2 Subscription for Shares .............. 14Repayment of Closing Indebtedness 11 Section 2.3 Closing of Purchase and Sale of Shares Underlying Closing

Sale Options. ................................................................... 14Subscription 12 Section 2.4 Repayment of Closing Indebtedness ................................................... 15

Section 2.5 Closing of Purchase and Subscription ................................................. 15 Section 2.6 Determination of the Company’s EBITDA ......................................... 16 Section 2.7 Withholding ......................................................................................... 17

Section 2.8 Sellers’ Representative .................................................................... 1712 Section 2.92.5 Transactions to be effected at the Closing ....................................... 1812

ARTICLE III WARRANTIES OF THE SELLERS ..................................................... 2114

Section 3.1 Existence and Power ........................................................................ 2215

Section 3.2 Authorisation; No Contravention .................................................... 2215 Section 3.3 Title to Purchased Shares ................................................................. 2215

Section 3.4 Governmental Authorisation; Third Party Consents ....................... 2315 Section 3.5 Binding Effect .................................................................................. 2315 Section 3.6 Litigation; Orders ............................................................................. 2315

Section 3.7 No Government Officials .................................................................... 23 Section 3.8 Compliance with Law; Anti-Bribery Laws ..................................... 2316

Section 3.93.8 Shares Buyout. ................................................................................. 2316 Section 3.10 Broker’s, Finder’s or Similar Fees ....................................................... 24

ARTICLE IV WARRANTIES AS TO THE COMPANY 24 [PP COMMENT:

TO BE DISCUSSED SEPERATELY] ................................................ 16

Section 4.1 Corporate Existence and Power ....................................................... 2416 Section 4.2 Authorisation; No Contravention; Title to Subscribed Shares ........ 2417 Section 4.3 Governmental Authorisation; Third Party Consents and

Notices ............................................................................................. 2517

Section 4.4 Binding Effect .................................................................................. 2517 Section 4.5 Litigation; Orders ............................................................................. 2517 Section 4.6 Compliance with Law; Anti-Bribery Laws ..................................... 2517

Section 4.7 Statutory Records ............................................................................. 2618 Section 4.8 Capitalisation ................................................................................... 2618

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Section 4.9 Financial Statements ........................................................................ 2719 Section 4.10 Contracts .......................................................................................... 2820 Section 4.11 Assets ............................................................................................... 3022 Section 4.12 Taxes ................................................................................................ 3123

Section 4.13 No Material Change ......................................................................... 3224 Section 4.14 Employees; Labour Matters ............................................................. 3324 Section 4.15 Privacy of Customer Information .................................................... 3426 Section 4.16 Intellectual Property ......................................................................... 3526 Section 4.17 Real Estate ....................................................................................... 3627

Section 4.18 Insurance .......................................................................................... 3627

Section 4.19 Affiliates; Affiliate Transactions ..................................................... 3628

Section 4.20 Accounting Controls ........................................................................ 3728 Section 4.21 Sufficiency of Assets ....................................................................... 3729 Section 4.22 Broker’s, Finder’s or Similar Fees ................................................... 3729 Section 4.23 Disclosure ........................................................................................ 3729

Section 4.24 Stamp duty ....................................................................................... 3729 Section 4.25 Encumbrances and Loans ................................................................ 3829

Section 4.26 Insolvency ........................................................................................ 3829

ARTICLE V WARRANTIES OF THE PURCHASER ................................................ 3930

Section 5.1 Existence and Power ........................................................................ 3930 Section 5.2 Authorisation; No Contravention .................................................... 3930

Section 5.3 Binding Effect .................................................................................. 3930 Section 5.4 Litigation; Orders ................................................................................. 30 Section 5.5 Insolvency. ........................................................................................... 30

ARTICLE VI COVENANTS AND UNDERTAKINGS .............................................. 3931

Section 6.1 Conduct of Business ........................................................................ 3931

Section 6.2 Confidentiality ................................................................................. 4132 Section 6.3 Access to Information ...................................................................... 4233

Section 6.4 Filings and Required Consents; Further Assurances ....................... 4334 Section 6.5 Expenses .......................................................................................... 4435

Section 6.6 Publicity ........................................................................................... 4535 Section 6.7 Transfer of Shares ................................................................................ 45 Section 6.8 Exclusivity ....................................................................................... 4536 Section 6.96.8 Dematerialization of the Purchased Shares..45 As soon as practicable following the Signature Date and in any event prior to the Closing Date, the Sellers shall procure, and make all arrangements required for, the dematerialization of all the Purchased Shares, in accordance with applicable Law. 36 Section 6.10 Completion of the Share Buyout ......................................................... 45

Section 6.116.9 .................................... Termination of Existing Shareholders Agreement 4536 Section 6.126.10 .......................................................................................................... Release 4636 Section 6.13 Certain Post-Closing Filings.. ....................................................... 466.11 Certain Post-Closing Filings. The Company shall, and the Sellers shall cause the Company to, within 30 (thirty) days from the Closing Date, deliver to the Purchasers a certified true copy of e-Form 32 and e-Form 2 of the

Companies (Central Government’s) General Rules and

Forms duly filed with the Registrar of Companies along with

receipts of filing in respect of the appointment of the

Directors nominated by the Purchasers on the Board and

allotment of the Subscribed Shares, along with proof of filing

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of the Foreign Inward Remittance Certificate, the KYC

Form, the Form FC-TRS and Form FC-GPR with the RBI

pertaining to the Purchased Shares. ..................................................... 36

ARTICLE VII RESTRICTIVE COVENANTS ............................................................ 4636

Section 7.1 Non-Compete; Non-Solicitation ...................................................... 4637 Section 7.2 No Use of Names and Marks ........................................................... 4637 Section 7.3 Treatment of Restrictive Covenants ................................................ 4737

ARTICLE VIII CONDITIONS TO CLOSING ............................................................ 4738

Section 8.1 Conditions Precedent to the Closing................................................ 4738

ARTICLE IX INDEMNIFICATION ............................................................................ 5039

Section 9.1 Survival of Warranties ..................................................................... 5039 Section 9.2 Indemnification of the Purchasers and the Sellers ........................... 5040

Section 9.3 Tax Indemnification51Limitation of Liability: Notwithstanding anything in this Clause 9: 40 Section 9.4 Third Party Claims ........................................................................... 5140 Section 9.5 Effect of Knowledge or Waiver of Condition ................................. 5242

ARTICLE X TERMINATION ...................................................................................... 5342

Section 10.1 Termination ...................................................................................... 5342 Section 10.2 Survival After Termination .............................................................. 5343

ARTICLE XI MISCELLANEOUS ............................................................................... 5443

Section 11.1 Governing Law ................................................................................ 5443 Section 11.2 Resolution of Disputes ..................................................................... 5443

Section 11.3 Notices ............................................................................................. 5544 Section 11.4 Waiver; Amendments; Assignment ................................................. 5645

Section 11.5 Specific Performance ....................................................................... 5745 Section 11.6 No Third Party Beneficiaries ........................................................... 5745

Section 11.7 Disclosure Letters ................................................................................ 57 Section 11.8 Miscellaneous .................................................................................. 5846

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SHARE PURCHASE AND SUBSCRIPTION AGREEMENT

SHARE PURCHASE AND SUBSCRIPTION AGREEMENT, dated

___ _________ 2012 (this “Agreement”), by and among;

1. SPE Mauritius Holdings Limited, a Mauritius company with its

principal address at 6th

Floor, Tower A, 1 CyberCity, Ebène, Mauritius (“SPEMH”);

2. SPE Mauritius Investments Limited, a Mauritius company with

its principal address at 6th

Floor, Tower A, 1 CyberCity, Ebène, Mauritius

(collectively with SPEMH, the “Purchasers”);

3. The shareholders of the Company listed on Schedule I hereto

(the “Sellers”); and

4. MAA Television Network Limited, a company incorporated

and existing in accordance with the Law of India bearing registration number

U64204AP2001PLC036950 , with its registered office at Aishwarya House, Plot #

770/C, Road # 44, Jubilee Hills, Hyderabad- 500 033, India (the “Company”).

RECITALS

A. Upon the terms and subject to the conditions set forth in this

Agreement, the Sellers wish to sell to the Purchasers, and the Purchasers wish to

purchase from the Sellers, in the aggregate, [29,418,290] Shares owned by the Sellers

(the “Purchased Shares”);

B. The Sellers will immediately prior to the Closing Date legally

and beneficially own, in the aggregate, 100% of the Purchased Shares;

C. Upon the terms and subject to the conditions set forth in this

Agreement, the Purchasers wish to subscribe for, and the Company agrees to issue

and allot to each Purchasers, at Closing [1,500,000] Shares (collectively, the

“Subscribed Shares”); and

C. D. Upon the Closing Date, after giving effect to the

Contemplated Transactions, the number of issued and paid-up Shares held by the

Purchasers will represent 51% of all Shares issued and paid-up on a Fully Diluted

Basis. The shareholding pattern of the Company immediately prior and immediately

after the Closing is as set out in Exhibit A.

NOW, THEREFORE, in consideration of the foregoing and the

respective warranties, covenants and other agreements set forth in this Agreement and

other consideration, the sufficiency and adequacy of which is hereby acknowledged,

and intending to be legally bound hereby, the Parties agree as follows:

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ARTICLE I

DEFINITIONS; USAGE

Section 1.1 Definitions.

(a) Capitalised terms used and not otherwise defined in this

Agreement shall have the meanings ascribed to them in this Section 1.1.

“Accountant” means the statutory auditor of the Company.

“Act” means the Companies Act, 1956 and any amendment thereto or

any other succeeding enactment for the time being in force.

“Action” means any action, audit, suit, proceeding, mediation,

arbitration, civil investigative demand, or governmental investigation.

“Affiliate” means any Person that directly or indirectly through one or

more intermediaries, controls, is controlled by, or is under common control with the

Person specified. Solely for purposes of the definition of Affiliate, the terms

“control”, “controlling” or “controlled” as to any Person means the possession,

directly or indirectly, of the power to direct or cause the direction of the management

and policies of such Person, whether through ownership of voting securities, the right

or ability to appoint directors, by contract or otherwise. For purposes of this

definition, the ownership of more than 50% (fifty percent) of the voting securities of a

Person or the ability to elect a majority of its board of directors (or equivalent

governing body) shall be deemed to confer control on the possessor thereof.

“Anti-Bribery Laws” means the Indian Prevention of Corruption Act,

1988, the U.S. Foreign Corrupt Practices Act of 1977, the Japanese Unfair

Competition Prevention Law of 1998, the United Kingdom Bribery Act 2010 1988and

all other Laws relating to bribery and/or corruption that are applicable to the

Company or the Shareholders or their Affiliates.

“Arbitration Act” means the (Indian) Arbitration & Conciliation Act,

1996, as may be amended from time to time.

“Assets” means any assets or properties of every kind, nature,

character and description (whether immovable, movable, tangible, intangible,

absolute, accrued, fixed or otherwise) as now operated, hired, rented, owned or leased

by a Person, including securities, accounts and notes receivable, real estate, plant and

machinery, equipment, raw materials, inventory, furniture, fixtures, Contract rights

and rights under insurance policies.

“Audited Financial Statements” means in respect of any Financial

Year, the audited balance sheet, and the related statements of income and cash flow

for the Financial Year then ended, prepared in accordance with Indian GAAP and

audited by the Accountant.

“Benefit Plan” means any pension, profit-sharing, savings, retirement,

employment, collective bargaining, consulting, severance, termination, executive

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compensation, incentive compensation, deferred compensation, bonus, share

purchase, share option, phantom share or other equity-based compensation, change-

in-control, retention, salary continuation, vacation, sick leave, disability, death

benefit, group insurance, hospitalization, medical, dental, life (including all individual

life insurance policies as to which the Company is the owner, the beneficiary or both),

employee loan, educational assistance or fringe benefit plan, program, policy,

practice, agreement or arrangement, whether written or oral, formal or informal.

“Big Four Accounting Firms” means KPMG, Ernst & Young,

PricewaterhouseCoopers or Deloitte Touche Tohmatsu or any Indian affiliate of any

of the aforesaid. “Board” means the board of directors of the Company.

“Books and Records” means all accounting, financial reporting, Tax,

business, marketing and corporate files, documents, instruments, papers, books,

registers and records (statutory or otherwise) of a Person, including technical records,

financial statements, journals, deeds, manuals, minute books, share certificates and

books, share transfer ledgers, common seals, customer and client lists, registered

representative lists, reports, files, documents, electronic information and operating

data.

“Business Day” means any day other than a Saturday, Sunday or any

other day on which commercial banks in Los Angeles, California, USA, Ebène,

Mauritius or Mumbai, India are authorized or required by Law, or necessitated by any

Force Majeure Event, to close.

“Closing Indebtedness” means the aggregate amount of outstanding

Indebtedness under [describe credit facilities from Axis Bank, Kotak Bank and State

Bank of India etc.], including all principal and accrued interest and any fees,

premiums and penalties payable thereunder as of the [Closing Date].

“Closing Sale Options” means those Options to be exercised on the

Closing Date and for which the Shares issued upon such exercises shall form a portion

of the Purchased Shares.

“Company Fundamental Warranties” means the warranties set

forth in Section 4.1 (Corporate Existence and Power), Section 4.2 (Authorisation; No

Contravention), Section 4.3 (Governmental Authorisation; Third Party Consents and

Notices) and Section 4.8 (Capitalisation).

“Company Plan” means any Benefit Plan: (i) under which any current

or former director, officer, employee, consultant or independent contractor of the

Company has any present or future right to benefits and that is maintained, sponsored

or contributed to by the Company; or (ii) with respect to which the Company has any

Liability.

“Company’s EBITDA” means an amount in Rs. equal to net income

of the Company (as determined under Indian GAAP) for such Financial Year, plus (i)

without duplication and to the extent deducted in determining net income for such

period, the sum of (A) Interest Expense for such period net of interest income, (B)

income Tax expense for such period net of Tax refunds, (C) all amounts attributable

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to depreciation and amortization expense for such period, other than any amounts

attributable to amortization in respect of programming and/or content used in the

MAA Business, all as derived from the statement of income for the most recent

Financial Year completed prior to the Closing Date, included in the applicable

Audited Financial Statements. The Parties agree that Company’s EBITDA for the

Financial Year ended 31 March 2012 was Rs._________________.

“Condition of the Company” means the Assets, business, results of

operations and/or financial condition of the Company on a material basis.

“Confidential Information” means (i) in relation to the Sellers, all

confidential operating, business, commercial, technical, scientific or engineering

information or data, which is proprietary or related to the Company, the Sellers or

their respective Affiliates, or this Agreement, and (ii) in relation to the Purchasers, all

confidential operating, business, commercial, technical, scientific or engineering

information or data, which is proprietary or related to the Purchasers or their

respective Affiliates, or this Agreement.

“Consent” means any consent, approval, authorisation, waiver, grant,

agreement or exemption of any Person that is required in connection with (i) the

execution and delivery by any Party of this Agreement or (ii) the consummation by

the Sellers, the Company or the Purchasers of Contemplated Transactions, it being

understood that the term “Consent” may mean either negative or affirmative consent.

“Contemplated Transactions” means the transactions contemplated

by the Transaction Documents.

“Contract” means any contract, agreement, lease, license, instrument,

note, evidence of indebtedness or other legally binding commitment or undertaking,

including all film and non-film assignment agreements for procurement of content in

relation to MAA Business.

“Directors” means the directors on the Board.

“Disclosure Letter” means the disclosure letter, dated as of the date

hereof, from the Sellers to the Purchasers and accompanying this Agreement.

“Encumbrance/s” means any mortgage, pledge, equitable interest,

assignment by way of security, conditional sales contract, hypothecation, right of

other Persons, claim, security interest, collateral assignment, encumbrance, defect in

title, title retention agreement, voting trust agreement, interest, option, lien, charge,

commitment, restriction or limitation of any nature whatsoever, including restriction

on use, voting rights, transfer, receipt of income or exercise of any other attribute of

ownership, right of set-off, any arrangement (for the purpose of, or which has the

effect of, granting security), or any other security interest of any kind whatsoever, or

any agreement, whether conditional or otherwise, to create any of the same.

“Environmental Law” means any Law, Order or any Contract with

any Governmental Authority, relating to (a) the environment, (b) pollution or (c) the

protection of human health and safety.

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“Exercise Price” means, with respect to any Option, the applicable

exercise price payable to the Company by the holder of such Option upon the exercise

of such Option.

“FIPB” means the Foreign Investment Promotion Board of India, set up

by Ministry of Finance.

“Filings” means any form, declaration, return, certificate, notice,

statement or other information required to be filed by any Person with any

Governmental Authority.

“Financial Year” means the 12 month period beginning on 1 April of

a calendar year and ending on 31 March of the following calendar year.

“Force Majeure Event” means an event beyond the reasonable

control of the applicable Party, including but not limited to an act of god, war,

epidemic, extremely adverse weather conditions, flood, cyclone, earthquake, tornado,

volcanic eruption, fire or explosion, chemical, biological or radioactive,

contamination, continuous power or computer systems failure, strikes, boycotts or

lock-outs, civil disturbances, robbery, or the occurrence of any event analogous to the

foregoing, in each case if beyond the reasonable control of such Party.

“Form FC-TRS” means the filings required to be made to the Reserve

Bank of India regarding the sale of the Purchased Shares under the Agreement.

“Fully Diluted Basis” means the total of all classes and series of Share

Capital and the effect of any anti-dilution protection regarding previous financings, all

on an “as if converted” basis. For the purpose of this definition, “as if converted”

basis means as if such Share Capital had been converted into Shares.

“Fundamental Warranties” means the Sellers Fundamental

Warranties, the Company Fundamental Warranties and the Purchasers Fundamental

Warranties.

“Governmental Authority” means: (i) any international, national,

state, city or local governmental authority; (ii) any commission, organization, agency,

department, board, bureau or instrumentality of any of the foregoing governmental

authorities (and “instrumentality of government of any of the foregoing governmental

authorities” includes any entity owned or controlled by such governmental

authorities); (iii) any stock exchange or similar self-regulatory or quasi-governmental

agency; and (iv) any court, arbitrator, arbitral body or other tribunal having

jurisdiction.

“Government Official” means (i) any officer, director, employee,

appointee or official representative of a Governmental Authority or of a public

international organization; (ii) any political party or party official; (iii) any candidate

for political or judicial office.

“Indebtedness” means: (i) any indebtedness or other obligation of the

Company for borrowed money, whether current, short-term or long-term and whether

secured or unsecured; (ii) any indebtedness of the Company evidenced by any note,

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bond, debenture or other security or similar instrument; (iii) any Liabilities of the

Company with respect to interest rate or currency swaps, collars, caps and similar

hedging obligations; (iv) any Liabilities of the Company for the deferred purchase

price of property or other assets (including any “earn-out” or similar payments); (v)

any Liabilities of the Company in respect of any lease of (or other arrangement

conveying the right to use) real or personal property, or a combination thereof that are

required to be classified and accounted for under Indian GAAP as capital leases; (vi)

any Liabilities of the Company under any performance bond or letter of credit or any

bank overdrafts and similar charges; (vii) any accrued interest, premiums, penalties

and other obligations relating to the foregoing; and (viii) any indebtedness referred to

in clauses (i) through (vii) above of any Person that is either guaranteed (including

under any “keep well” or similar arrangement) by, or secured (including under any

letter of credit, banker’s acceptance or similar credit transaction) by any Encumbrance

upon any property or asset owned by, the Company. Indebtedness shall also include

accrued interest and any pre-payment penalties, “breakage costs,” redemption fees,

costs and expenses or premiums and other amounts owing pursuant to the instruments

evidencing Indebtedness, to the extent that such Indebtedness is unpaid on the Closing

Date..

“Indian GAAP” means generally accepted accounting principles

applicable in India, as promulgated (i) by the Indian Institute of Chartered

Accountants, and (ii) under the (Indian) Companies Act, 1956.

“Indian Tax Department” means the Income Tax Department,

Department of Revenue, Ministry of Finance, Government of India.

“Intellectual Property” means any of the following, as they exist

anywhere in the world, whether registered or unregistered: (a) patents, patentable

inventions and other patent rights (including any divisions, continuations,

continuations-in-part, reissues, reexaminations and interferences thereof); (b)

trademarks, service marks, trade dress, trade names, taglines, brand names, logos and

corporate names and all goodwill related thereto; (c) copyrights, mask works and

designs; (d) trade secrets, know-how, inventions, processes, procedures, databases,

confidential business information and other proprietary information and rights; (e)

computer software programs, including all source code, object code, specifications,

designs and documentation related thereto; and (f) domain names, internet addresses

and other computer identifiers.

“Interest Expense” means with respect to any Financial Year, the

consolidated interest expense of the Company for such Financial Year with respect to

all outstanding Indebtedness of the Company, calculated in accordance with Indian

GAAP.

“Intracompany Agreements” means all Contracts between the

Company, on the one hand, and any of the Sellers or any of their Affiliates, on the

other hand.

“Knowledge” means, (i) when used in reference to the Sellers, the

knowledge of each Seller (if an individual) and each officer or director or person

performing a similar function of a Seller (if an entity), in each case after due inquiry;

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(ii) when used in reference to the Company, the knowledge of the directors and

officers of the Company, in each case after due inquiry; and (iii) when used in

reference to the Purchasers, the knowledge of and , in each case after due inquiry.

“Law” means any law, statute, ordinance, rule, regulation, guideline,

policy or other pronouncement having the effect of law of any Governmental

Authority or any interpretation or adjudication having the force of law of any of the

foregoing, by any concerned authority having jurisdiction over the matter in question.

“LCIA” means the London Court of International Arbitration or its

successor.

“Liabilities” means any debt, contractual obligation or other liability

of a Person (whether absolute, accrued or contingent).

“Loan” means all loans, advances and other extensions of credit,

including loans which have been partially or fully charged off, interests in loan

participations and assignments, customer Liabilities on bankers acceptances and

overdrafts, as well as legally binding commitments and obligations to extend credit

(including any unfunded or partially funded revolving loans, lines of credit or similar

arrangements), and all rights and obligations relating thereto or arising under any

related Loan Documentation.

“Loan Documentation” means all loan and credit agreements,

promissory notes, debentures, mortgages or deeds of trust, security agreements, and

other documentation evidencing or representing any Loans and any Encumbrances

securing the same.

“Losses” means losses, Liabilities, fines, penalties, diminution of value

(including diminution in the value of the Purchased Shares) and damages, whether or

not involving a third party claim, including reasonable attorneys’ fees, court costs and

other out-of-pocket expenses.

“MAA Business” means the entire business relating to the MAA

Channels, including Assets and Contracts relating to that business and all employees

primarily engaged in that business, together with the related Liabilitiesbusiness of

ownership or operation of a Telegu-language general entertainment television channel

presently consisting of the MAA Channels.

“MAA Channels” means MAA, MAA Movies, MAA Music and

MAA Gold (formerly known as MAA Junior).

“Material Adverse Effect” means any change, effect, event,

occurrence or state of facts that individually or in the aggregate has or have had or is,

or could reasonably be expected to be, materially adverse to the Condition of the

Company, except that any adverse change, effect, occurrence, state of facts or

development to the extent attributable to conditions affecting the Indian economy as a

whole that does not disproportionately affect the Condition of the Company, relative

to other companies in India, shall not by itself provided that none of the following

changes, effects, events, circumstances, occurrences or states of affairs shall be

deemed, either alone or in combination, to constitute a Material Adverse Effect, or be

8

taken into account in determining whether there has been or would reasonably likely

to be a Material Adverse Effect: (a) changes or effects in general economic or

business conditions or the securities, syndicated loan, credit or financial markets; (b)

changes or effects, including legal, tax or regulatory changes, that generally affect the

industry in which the MAA Business operates; (c) changes or effects that arise out of

or are attributable to the commencement, occurrence, continuation or intensification

of any war, sabotage, armed hostilities or acts of terrorism or earthquakes, hurricanes,

nuclear incidents or other natural disasters; and (d) changes or effects that arise out of

the performance of this Agreement.

“MIB” means the Ministry of Information and Broadcasting of India.

“Net Book Value” means, in respect of any Person and as of any date,

the total Assets of such Person minus the total Liabilities of such Person on or as of

such date, in each case calculated in accordance with Indian GAAP.

“Option” means any option to purchase Shares issued pursuant to the

Option Plan.

“Option Plan” means the Employee Stock Option Plan 2010 of the

Company, as amended by the Company from time to time.

“Order” means any order, injunction, judgement, writ, assessment,

award, determination or decree of any Government Authority or arbitrator or

administrative guidance having the effect of the foregoing.

“Organisational Documents” means, with respect to any Person that

is not a natural person, such Person’s memorandum and articles of association,

certificate or articles of incorporation or formation, by Law, operating agreement,

limited liability company agreement, partnership agreement, limited partnership

agreement, limited liability partnership agreement or other constituent or

organizational documents of such Person.

“Party” means each signatory to this Agreement.

“Person” means any natural or legal person, limited or unlimited

liability company, corporation, general partnership, limited partnership,

proprietorship, trust or other business organisation.

“Purchasers Disclosure Letter” means the disclosure letter, dated as

of the date hereof, from the Purchasers to the Sellers and accompanying this

Agreement.

“Purchasers Fundamental Warranties” means the Warranties set

forth in Section 5.1 (Existence and Power) and Section 5.2 (Authorisation; No

Contravention).

“RBI” means the Reserve Bank of India established under the Reserve

Bank of India Act, 1934.

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“Real Estate” means a parcel or parcels of immovable property,

including all buildings, structures, interior or exterior improvements or fixtures

thereon and all appurtenances, water rights, privileges and benefits appertaining

thereto, owned, leased, licensed, rented, occupied and used by a Person.

“Related Party” means any Director, officer or Shareholder of the

Company or any Affiliate or Related Person of any of them.

“Related Person” in relation to an individual means a person who has

a family relation to such person, whether by birth, adoption or marriage.

“Remaining Shareholders” means those Persons, other than the

Purchasers, who shall hold Shares immediately after the Closing.

“Sellers Fundamental Warranties” means the Warranties of the

Sellers set forth in Section 3.1 (Existence and Power), Section 3.2 (Authorisation; No

Contravention) and Section 3.3 (Title to Purchased Shares), Section 3.4

(Governmental Authorisation; Third Party Consents), Section 3.7 (No Government

Officials) and Section 3.9 (Share Buyout).

“Sellers’ Representative” means .“Share Buyout” means the

acquisition by SRH of [1,985,670] Shares held by certain minority Shareholders

pursuant to the terms of the Share Buyout Documents.Mr. C Ramakrishna.

“Share Buyout Documents” means , and all other agreements,

instruments, certificates, and other documents entered into, or to be entered into, or

delivered in connection therewith, including the and the .1

“Share Capital” means: (i) any shares, interests, participations or

other equivalents (however designated) of share capital of a company; (ii) any

ownership interests in a Person other than a company, including membership

interests, partnership interests, joint venture interests and beneficial interests; and (iii)

any warrants, options, convertible or exchangeable securities, subscriptions, rights

(including any pre-emptive or similar rights), calls or other rights to purchase or

acquire any of the foregoing.

“Shareholder(s)” means a person who/which is registered in the

register of members of the Company as a holder of Shares.

“Shareholders Agreement” means the Shareholders Agreement by

and among the Company, the Remaining Shareholders and the Purchasers executed

on the date hereof but effective as of the Closing Date in the form set forth in Exhibit

B.

“Shares” means the equity shares of the Company having face value

of Rs. 10/- each.

1 Note to Sellers: Purchasers expect to review draft share purchase agreement

between SRH and the small shareholders and all related other agreements and

instruments as soon as practicable.

10

“SIAC” means the Singapore International Arbitration Centre.

“Signature Date” means the date of this Agreement, as first above

written.

“SRH” means Swapriya Raj Holdings, a company incorporated and

existing in accordance with the Law of India bearing registration number with its

registered office at .

“Stock Exchange” means the Bombay Stock Exchange, National

Stock Exchange or a major internationally recognized stock exchange.

“Subscription Consideration” means cash consideration equal to the

product of (i) the Per Share Price multiplied by (ii) [3,000,000].

“Taxes” means any taxes (including all indirect tax, service tax, value

added tax, sales tax (central as well as state), works contract tax/works contract TDS

under the value added tax provisions, and service tax), duties (including stamp duties

and customs duties), excise charges, fees, levies (including Cenvat credit, taxes on

entry into local areas and Octroi) or other similar assessments by or payable to a

Governmental Authority, including in relation to (i) income, services, gross receipts,

premium, Assets, capital gains, interest, dividends, expenditure, imports, wealth, gift,

sales, use, transfer, licensing, withholding, employment, payroll and franchise taxes

and (ii) any interest, fines, penalties, assessments or additions to Tax resulting from,

attributable to or incurred in connection with any proceedings in respect thereof.

“Tax Authority” means any revenue, customs, fiscal, governmental,

statutory, state, provincial, local governmental or municipal authority body or Person

responsible for Tax, including the Indian Tax Department.

“Tax Returns” means any report, return, declaration, certificate,

statement, or other document required to be supplied to a Governmental Authority in

connection with Taxes or in compliance with any Law or Order of any Governmental

Authority.

“Transaction Documents” means this Agreement, the Shareholders

Agreement, the Share Buyout Documents, , and all other Contracts or documents

to be entered into, or to be entered into, or delivered in connection therewith.

“Unaudited Financial Statements” means the Unaudited Balance

Sheet as of [30 June 2012], and the related statements of income and cash flow for the

financial quarterly period then ended, prepared in accordance with Indian GAAP.

“Underlying Shares Price” means an amount in cash equal to the

product of (i) the Per Share Price multiplied by (ii) the number of Underlying Shares.

“Warranties” means (i) in respect of the Sellers and the Company the

representations and warranties contained in Articles III and IV of this Agreement and

in any other Transaction Document and (ii) in respect of the Purchasers, the

representations and warranties contained in Article V of this Agreement and in any

other Transaction Document.

11

Section 1.2 Table of Defined Terms. The following capitalised terms are

defined in the following Sections of this Agreement:

Term Section

$ ......................................................................................................... 1.3(g)

Accounting Firm ................................................................................ 2.6(b)

Agreement .......................................................................................... Preamble

Closing ............................................................................................... 0

Closing Date ...................................................................................... 0

Company ............................................................................................ Preamble

Company Intellectual Property .......................................................... 4.16(a)

Compliance Certificate ...................................................................... 2.9(a)

EBITDA Determination ..................................................................... 2.6(a)

Financial Statements .......................................................................... 4.9(a)

Indemnified Parties ............................................................................ 9.2

Indemnifying Party ............................................................................ 9.4(a)

IP Licenses ......................................................................................... 4.16(c)

Licensed Intellectual Property ........................................................... 4.16(a)

Material Contract ............................................................................... 4.10(a)

NOC ................................................................................................... 8.1(b)(ix)

Objection Statement ........................................................................... 2.6(b)

Option Consideration ......................................................................... 2.3(b)

Optionholder ...................................................................................... 2.3(a)

Owned Intellectual Property .............................................................. 4.16(a)

Pay-Off Lender .................................................................................. 2.4(a)

Pay-Off Letters .................................................................................. 2.4(a)

Per Share Price ................................................................................... 2.1(b)

Purchased Shares ............................................................................... Recitals

Purchasers .......................................................................................... Preamble

Representatives .................................................................................. 6.2(a)

Required Consents and Notices ......................................................... 6.4(a)(ii)

Review Period .................................................................................... 2.6(b)

Rs ....................................................................................................... 1.3(h)

Rs. Crore ............................................................................................ 1.3(h)

Rs. Lakh ............................................................................................. 1.3(h)

Sellers ................................................................................................ Preamble

Share Consideration ........................................................................... 2.1(a)

SPEMH .............................................................................................. Preamble

Subscribed Shares .............................................................................. Recitals

Termination Date ............................................................................... 10.1(d)

Third Party Claim .............................................................................. 9.4(a)

Underlying Shares ............................................................................. 2.3(a)

USD ................................................................................................... 1.3(g)

Withholding Tax Amount .................................................................. 2.7(a)

Section 1.3 Usage. For purposes of this Agreement, unless the context

otherwise requires:

(a) all definitions shall apply equally to both the singular and plural

forms of the terms defined;

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(b) any pronouns shall include the corresponding masculine,

feminine and neuter forms;

(c) any reference to an Article, Section or Schedule shall refer to

an Article or Section of, or a Schedule to, this Agreement, unless otherwise specified;

(d) the terms “hereof,” “herein,” “hereby” and derivative or similar

words shall refer to this Agreement as a whole and not to any particular provision of

this Agreement;

(e) when any number of days is prescribed in the Agreement, that

number shall be reckoned exclusively of the first and inclusively of the last day unless

the last day does not fall on a Business Day, in which case the last day shall be the

next succeeding day, which is a Business Day;

(f) any reference to a Party shall include that Party’s successors,

permitted assigns and permitted nominees;

(g) the symbol “$” and the term “USD” mean United States

dollars;

(h) the term “Rs.” means Indian rupees, the term “Rs. Crore”

means 10,000,000 Indian rupees, and the term “Rs. Lakh” means 100,000 Indian

rupees;

(i) the word “or” shall be disjunctive but not exclusive;

(j) with respect to the determination of any period of time, the

word “from” means “from and including” and the words “to” and “until” each mean

“to but excluding”;

(k) the terms “include,” “includes” and “including” shall not be

limiting and, unless the context clearly requires otherwise, shall be deemed to be

followed by the words “but not limited to”;

(l) any reference to a Law shall be a reference to that Law as of the

Signature Date, as amended from time to time, and any successor to such Law;

(m) the performance of the obligations of each of the Parties to this

Agreement is subject to and shall be performed in accordance with Applicable Laws;

(n) The words “directly or indirectly” mean directly or indirectly

through one or more intermediary Persons or through contractual or other legal

arrangements, and “direct or indirect” shall have the correlative meanings;

(o) time is of the essence in the performance of the Parties’ respective

obligations. If any time period specified herein is extended, such extended time shall also

be of the essence. When any number of days is prescribed herein, the same shall be

reckoned exclusively of the first and inclusively of the last day unless the last day does

not fall on a Business Day, in which case the last day shall be the next succeeding day

which is a Business Day;

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(p) all notices, demands or other communication required or permitted

to be given or made under this Agreement, shall be in writing. “Writing”, “written” and

comparable terms refer to printing, typing and other means of reproducing words

(including electronic media) in a visible form; and

ARTICLE II

SALE OF SHARES

Section 2.1 Purchase and Sale of Purchased Shares.

(a) Upon the terms and subject to the conditions set forth in this

Agreement, each of the Sellers shall sell and transfer to the Purchasers, free and clear

of any Encumbrances, and the Purchasers shall purchase from such Seller (in the

proportions set forth on Exhibit C), at the Closing, the number of Shares set forth

opposite such Seller’s name on Exhibit C, in exchange for cash consideration equal to

the product of (i) the Per Share Price multiplied by (ii) the number of Shares sold by

such Seller on the Closing set forth opposite such Seller’s name on Exhibit C (such

Seller’s “Share Consideration”).

(b) “Per Share Price” means the quotient of (i) the product of (A)

the Company’s EBITDA, multiplied by (B) 22, divided by (ii) the product of (A) the

aggregate number of Shares on a Fully Diluted Basis immediately before the Closing

Date plus (B) the aggregate number of the Subscribed Shares.

Section 2.2 Subscription for Shares. Upon the terms and subject to the

conditions set forth in this Agreement, at the Closing, the Company shall issue and

allot the Subscribed Shares free and clear of any Encumbrances and the Purchasers

shall subscribe for the Subscribed Shares in exchange for the Subscription

Consideration.

Section 2.3 Purchase and Sale of Shares Underlying Closing Sale

Options.2

(a) Upon the terms and subject to the conditions set forth in this

Agreement, each holder of Closing Sale Options (an “Optionholder”) shall sell and

transfer to the Purchasers, free and clear of any Encumbrances, and the Purchasers

shall purchase from such Optionholder (in the proportions set forth on Exhibit C), at

the Closing, the number of Shares underlying such Closing Sale Options as set forth

opposite such Optionholder’s name on Exhibit C (“Underlying Shares”)3, in

exchange for cash consideration equal to such Optionholder’s Option Consideration.

(b) Prior to the Closing, the Company shall take all actions

necessary so that all Closing Sale Options shall become fully vested and exercisable

(whether or not currently exercisable) and, immediately before the Closing, each

Closing Sale Option not theretofore exercised shall be exercised without any future

2 Subject to revision on advice of AMSS regarding Indian regulatory requirements.

3 Current proposal is that Underlying Shares will add up to 457,205.

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Liability to the Purchasers, the Company or any other Person after the Closing in

accordance with the terms of such Vested Option and the Optionholder thereof shall

be entitled to receive from the Company the payment described in the following

sentence (such amount payable with respect to each Optionholder, such

Optionholder’s “Option Consideration”) in exchange for the Shares underlying such

Vested Option. At the Closing, each holder of a Vested Option that is exercised

pursuant to the preceding sentence shall, in respect of such Vested Option, subject to

the terms and conditions of this Agreement, and in exchange for the Shares

underlying such Option, be entitled to a cash payment in an amount equal to the

product of (a) the excess, if any, of the Per Share Price over the applicable Exercise

Price of such Vested Option and (b) the number of Shares underlying such Vested

Option. At the Closing, the Company shall, in respect of each such Vested Option,

subject to the terms and conditions of this Agreement, and in exchange for the Shares

underlying such Vested Option, be entitled to a cash payment in an amount equal to

the applicable Exercise Price of all Underlying Shares. At the Closing, the Company

shall issue and allot all Underlying Shares free and clear of any Encumbrances to the

Purchasers in accordance with this Section 2.3.

Section 2.2 Section 2.4 Repayment of Closing Indebtedness.

(a) Within five Business Days prior to the Closing, but in no event

less than two Business Days prior to the Closing, the Sellers shall cause the Company

to prepare and deliver to the Purchaser (i) a certificate signed by the Chief Financial

Officer of the Company setting forth the Closing Indebtedness, including the names

of each Person to which such Closing Indebtedness is owed (each, a “Pay-Off

Lender”) and the amounts owed to each Pay-Off Lender; and (ii) pay-off letters in

form and substance satisfactory to the Purchasers to be executed at the Closing by all

Pay-Off Lenders (the “Pay-Off Letters”), which shall provide for, among other

things, the release, discharge, removal and termination of all Encumbrances on the

assets of the Company arising under any applicable credit facility and related

agreements upon payment of the amounts set forth therein. The Purchasers,. The

Purchasers undertakes and agrees to, and the Sellers and the Company shall cooperate

in arranging, for the repayment by the Company of all Closing Indebtedness at theto

the Pay-Off Lenders [within a period of ___ days of Closing]. The Company shall

facilitate such repayment and the release, in connection with such repayment, of any

Encumbrances securing the Closing Indebtedness. If, for any reason, the Closing Date

is postponed, then the foregoing obligations shall again apply with respect to such

postponed Closing Date.

(b) At the Closing, the Purchasers shall repay and cause the

discharge in full of all Closing Indebtedness to the Pay-Off Lender on behalf of the

Company and for this purpose the Purchaser shall provide such funds as are required

by the Company without any equity (or equity-linked) dilution of the shareholders of

the Company. In the event, for any reason whatsoever, the Purchasers are unable (or

unwilling) to repay the Closing Indebtedness then the Purchaser hereby guarantee to

the Sellers to pay to the Sellers any liability that may accrue to the Sellers (whether

under any guarantee given by, or on behalf of, the Sellers or any reason whatsoever)

forthwith upon demand and without any demur, claim, set-off or protest.

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Section 2.3 Section 2.5 Closing of Purchase and Subscription.

The closing of the sale and purchase of the Purchased Shares and the

subscription for the Subscribed Shares contemplated byin terms of this Agreement

(the “Closing”) shall take place at the offices of , at 10:00 a.m. local time in India,

on the third Business Day after the date that all of the conditions to the Closing set

forth in Article IX (other than those conditions which, by their terms, are to be

satisfied or waived at the Closing, but subject to the satisfaction or waiver of those

conditions on the Closing Date) have been satisfied or waived by the Party entitled to

waive the same. The Parties may agree in writing on such other time, place and date

in which the Closing shall take place. The date upon which the Closing occurs is

referred to as the “Closing Date”.

Section 2.6 Determination of the Company’s EBITDA.

(a) In the event the Closing Date occurs after March 31, 2013, then

as soon as practicable after the completion of the most recent Financial Year prior to

the anticipated Closing Date, but in any event no later than 90 days after the

completion of such Financial Year, the Company (on behalf of the applicable Sellers)

shall deliver to the Purchasers the (i) Audited Financial Statements for such Financial

Year, and (ii) a certificate executed by an executive officer of the Accountant setting

forth the Company’s EBITDA derived from such Audited Financial Statements (such

determination, the “EBITDA Determination”), together with supporting

documentation for such determination. In addition, the Company shall provide and

the Sellers shall procure and make available all such information and documents that

the Purchasers may require and may reasonably request to review the EBITDA

Determination.

(b) Within 20 Business Days after the receipt by the Purchasers of

an EBITDA Determination (the “Review Period”), the Purchasers shall deliver to the

Sellers a written statement either accepting the EBITDA Determination or specifying

any objections thereto in reasonable detail (an “Objection Statement”). If the

Purchasers do not deliver an Objection Statement within the Review Period, then the

EBITDA Determination shall be deemed accepted by the Purchasers and become final

and binding upon all Parties. If the Purchasers do deliver an Objection Statement

within the Review Period, then the Purchasers and the Sellers shall negotiate in good

faith for 20 Business Days following the Sellers’ receipt of such Objection Statement

to resolve such objections. Any matter in the EBITDA Determination that is not

objected to in the Objection Statement, and any item or matter resolved during such

20 Business Day period, shall become final and binding upon all Parties. If the

Purchasers and the Sellers are unable to resolve all objections during such 20

Business Day period, then any unresolved objections shall be resolved by a Big Four

Accounting Firm selected by the Purchasers (the “Accounting Firm”). The

Accounting Firm shall be instructed to resolve any such objections within 20 Business

Days after its appointment. The resolution of such unresolved objections by the

Accounting Firm (i) shall be set forth in writing, (ii) shall be within the range of

dispute between the Purchasers and the Sellers, (iii) shall constitute an arbitral award,

and (iv) shall be conclusive and binding upon all the Parties upon which a judgment

may be rendered by a court having proper jurisdiction thereover. Upon delivery of

such resolution, such EBITDA Determination, as modified in accordance with such

resolution, shall become final and binding upon all Parties.

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(c) The fees, costs and expenses of the Accounting Firm shall be

paid by whichever of the Purchasers’ or the Sellers’ position in respect of the

unresolved objections is closer to the final determination of the Accounting Firm, in

the sole determination of the Accounting Firm.

(d) Following (i) the agreement between the Parties as to any

objections to such EBITDA Determination or the final determination by the

Accounting Firm pursuant to Section 2.6(b) or (ii) the end of the Review Period

without the Purchasers delivering to the Sellers an Objection Statement pursuant to

Section 2.6(b), such EBITDA Determination (as revised by the resolution of any

objections as contemplated above) shall be deemed final and binding on the Parties.

Section 2.7 Withholding.

(a) The Purchasers shall be entitled to deduct and withhold from

any amounts otherwise payable hereunder to any Seller such amounts as it determines

in its sole and absolute discretion that it is required to deduct and withhold (the

“Withholding Tax Amount”) under any provision of any applicable Tax Law. To

the extent that amounts are so deducted and withheld, such deducted and withheld

amounts shall be treated for all purposes of this Agreement as having been paid to the

Sellers in respect of which such deduction and withholding was made.

(b) Each of the Sellers shall within thirty (30) days of the Signature

Date furnish to the Purchasers such Seller’s Permanent Account Number and any other

information that is reasonably required by the Purchasers or under Law in order to

calculate the Withholding Tax Amount or in connection with the withholding tax

certificate (referred to below) and any Filings made by the Purchasers with any tax

authority. Each of the Sellers shall extend such Seller’s cooperation and assistance in

relation to this Section 2.7(b).

(c) The Purchasers shall deposit any Withholding Tax Amount with

the Tax Authorities and issue a withholding tax certificate in the name of the Seller in

respect of whom the Withholding Tax Amount has been deducted.

Section 2.4 Section 2.8 Sellers’ Representative. Each of the Sellers hereby

irrevocably grants full power and authority to the Sellers’ Representative to take any

action that the Sellers’ Representative, in his sole discretion, deems necessary or

appropriate, without the need or obligation, in any respect, to communicate with the

Sellers, or to obtain any specific instructions from the Sellers. The Purchasers and

their Affiliates may rely exclusively, without independent verification or

investigation, upon all decisions, communications or writings made, given or

executed by the Sellers’ Representative in connection with any Transaction Document

and the Contemplated Transactions. Notwithstanding anything to the contrary set

forth herein, the Purchasers shall not be liable for any Loss to any Person, including

any Seller, for any action taken or not taken by the Sellers’ Representative or for any

act or omission taken or not taken in reliance upon the actions taken or not taken or

decisions, communications or writings made, given or executed by the Sellers’

Representative, including any failure of the Sellers’ Representative to distribute, or to

distribute or sub divide in the correct amounts, any payments made to the Sellers’

Representative by the Purchasers for distribution to or among the Sellers or any other

Persons. It is being understood that once the Purchasers have made a payment to the

17

Sellers’ Representative for distribution to or among the Sellers or any other Persons,

such payment shall constitute a complete discharge of the relevant payment obligation

of the Purchasers.4.

Section 2.5 Section 2.9 Transactions to be effected at the Closing. At the

Closing:

(a) the Company and the Sellers shall deliver to the Purchasers a

compliance certificate to be provided jointly by the Company and the Sellers

confirming that: (i) the Warranties made by the Company and each of the Sellers in

this Agreement and any other Transaction Documents are true, correct and complete

when made, and are true and correct and complete as of the Closing Date, subject to

disclosures (if any) contained in the Disclosure Letter; (ii) each of the Sellers and the

Company have performed and fully complied with and satisfied all agreements,

obligations, conditions and covenants contained in this Agreement and any other

Transaction Documents that are required to be performed or complied with by them

on or before the Closing Date, including the conditions precedent to the Closing set

out in Article IX; and (iii) no event has occurred which has or is reasonably likely to:

(A) have a Material Adverse Effect; or (B) adversely affect the reputation of, or result

in negative publicity for, the Purchasers (the “Compliance Certificate”);

(b) the Purchasers shall pay each of the Sellers by wire transfer of

Rs. funds to a bank account designated by such Seller at least two Business Days prior

to the Closing Date an amount equal to such Seller’s Share Consideration;

(c) the Purchasers shall pay to the Company, by wire transfer of

immediately available funds to a bank account designated in writing by the Company

at least two Business Days before the Closing Date, an amount equal to the

Underlying Shares Price payable pursuant to Section 2.3;

(d) the Company shall pay to each Optionholder, by wire transfer

of immediately available funds to a bank account designated in writing by such

Optionholder at least twenty Business Days before the Closing Date, an amount equal

to such Optionholder’s Option Consideration payable pursuant to Section 2.3;

(c) (e) the Purchasers shall repay and cause the discharge in full of

all the Closing Indebtedness on behalf of the Company;

(f) the Purchasers shall pay the Company by wire transfer of Rs.

funds to a bank account designated by the Company at least two Business Days prior

to the Closing Date an amount equal to the product of (i) the Subscription

Consideration minus (ii) the Closing Indebtedness repaid by the Purchasers pursuant

to Section 2.9(d);

(d) (g) a copy of the fully completed draft Form FC-TRS (along

with the annexures required therein) should be submitted to the Authorised Dealer by

each of the Sellers and the Authorised Dealer’s confirmation that the same is in

4 Identity and role of the Sellers’ Representative to be discussed.

18

acceptable format and can be filed immediately upon Closing should be obtained by

the Sellers and provided to the Purchasers;

(h) a copy of the fully completed draft Form FC-GPR (along with

the annexures required therein) should be submitted to the Authorised Dealer by the

Company and the Authorised Dealer’s confirmation that the same is in acceptable

format and can be filed immediately upon Closing should be obtained by the

Company and provided to the Purchasers;

(e) (i) the Sellers shall deliver to the Purchasers duly filled up and

signed and undated irrevocable transfer instruction slips representing all of the

Purchased Shares and containing irrevocable instructions to the Sellers’ depository

participant(s), as applicable, to debit the Sellers’ depository participants accounts and

to credit the Purchasers’ depository participant account for all of the Purchased

Shares;

(j) the Company shall duly issue and allot the Subscribed Shares to

the Purchasers and shall deliver to the Purchasers letters of allotment evidencing such

issuance and allotment irrevocably instructing each Purchaser’s depository participant

to credit such Purchaser’s depository participant account accordingly;

(k) the Company shall duly issue and allot the all Underlying

Shares, as set forth on Exhibit C, to the Purchasers and shall deliver to the Purchasers

letters of allotment evidencing such issuance and allotment irrevocably instructing

each Purchaser’s depository participant to credit such Purchaser’s depository

participant account accordingly;

(f) (l) the Sellers shall cause to Company to and the Company

shall convene a meeting of the Board at which the following business shall be

conducted in the following sequence and manner:

(i) the Board shall approve the execution of the Transaction

Documents to which the Company is a party;

(i) (ii) upon receipt of Form FC-TRS duly certified by the

authorized dealer of each Seller, the Board shall record the

transfer of the relevant Purchased Shares to the Purchasers;

(iii) the Board shall approve and record the issuance and

allotment of the Subscribed Shares to the Purchasers;

(iv) the Board shall approve and record the issuance and

allotment of the Underlying Shares to the Purchasers;

(ii) (v) the Board shall approve and record the conversion of the

Company to a private limited company (if not previously

converted) and cause the Company to make all required

filings including filings with the Registrar of Companies

and obtain the Central Government’s approval for such

conversion.

19

(iii) (vi) the Board shall be re-constituted in terms of the

Shareholders Agreement to comprise of fiveseven members

(includingfour nominees of the Purchasers and three

nominees of the PurchasersSellers) and appropriate

resignation letters (without liability to the Company) in a

form reasonably satisfactory to the Purchasers shall be

obtained from such number of resigning Directors

(including N. Prasad) as is necessary to have a fiveseven-

member Board with three nominees of the Purchasers;

(iv) such person as is nominated by the Sellers shall be

appointed as Observor on the Board, in terms of the

Shareholders Agreement;

(vii) each committee of the Board (including the Audit

Committee, Share Transfer Committee, Compensation

Committee, Remuneration Committee, Share Allotment

Committee and Board Executive Committee) shall be re-

constituted to comprise [three] members nominated by the

Purchasers and appropriate resignation letters (without

liability to the Company) in a form reasonably satisfactory

to the Purchasers shall be obtained from such number of

resigning committee members;

(v) the Board shall constitute such committees as may be

required by the Shareholders Agreement and as may be

agreed by the Parties;

(vi) (viii) the Board shall approve the amendment to the articles

of association of the Company substantially in the form set

forth in Exhibit D, subject to the approval of the

Shareholders and convening a meeting of its Shareholders

for approving the said amendment to the articles of

association; and

(vii) (ix) the Board shall remove the then-current Accountant

andinitiate steps to appoint PricewaterhouseCoopers to

serve as the Accountant.

(g) (m) the Sellers shall cause the Company to, and the Company

shall, convene a meeting of the Shareholders at which the Shareholders shall (i)

approve and record the conversion of the Company to a private limited company (if

not previously converted) and cause the Company to take all required actions pursuant

to such conversion, and (ii) pass resolutions to amend the articles of association of the

Company substantially as set forth in Exhibit D.

(h) (n) the Purchasers shall deliver to the Company consent letters

from , , and to be elected as members of the Board and , , and shall

be elected as members of the Board;

20

(i) (o) shall deliver to the Company consent letters from its

nominees to be elected as members of the committees of the Board, and such

nominees shall be elected as members of the Compensation Committee that may be

constituted in terms of the Shareholders Agreement;

(j) (p) the Sellers shall cause the Company to and within a period

of [•] days from Closing, and subject to Closing,the Company shall:

(i) update and provide to the Purchasers and the Sellers a

certified true copy of the extract of the register of directors

to record the appointment of Directors nominated by the

Purchasers onreconstitution of the Board;

(ii) update and provide to the Purchasers and the Sellers a

certified true copy of the extract of the register of

members recording the Purchasers as the shareholders of

the Purchased Shares, the Subscribed Shares and the

Underlying Shares;

(iii) make all necessary regulatory Filings and do all such

other things that may be required under applicable Law or

regulations in connection with the (i) the appointment of

the Directors nominated by the Purchasers and the Sellers

(to the extent required) on the Board; and (iii) amendment

of the articles of association of the Company in

accordance with Section 6.9, and

(q) the Sellers shall provide the Purchasers with a copy of a

certified certificate evidencing the fair market value of the Shares pursuant to the

discounted cash flow method proscribed by applicable Law, issued by a chartered

accountant or a SEBI Category I merchant banker;

(r) the Company shall deliver to the Purchasers a certified copy of

resolutions passed by the Board approving this Agreement and the other Transaction

Documents; and

(k) (s) the Parties shall deliver each of the documents, certificates

and items required to be delivered by the each of the Parties under Article VIII.

ARTICLE III

WARRANTIES OF THE SELLERS

Except as set forth in the Disclosure Letter, each Seller represents and

warrants to the Purchasers, as at the Signature Date and at the Closing Date, as

follows:

Section 3.1 Existence and Power. Such Seller (if such Seller is not a

natural Person) (a) is a private limited company duly organised, validly existing and

in good standing under the Law of India and (b) has the requisite corporate power and

authority to execute, deliver and perform its obligations under this Agreement and

21

each of the other Transaction Documents to which it is a party. Such Seller (if such

Seller is a natural person) has the power and capacity to execute and deliver this

Agreement and each of the other Transaction Documents to which it is a party.

Section 3.2 Authorisation; No Contravention. The execution, delivery and

performance by such Seller of this Agreement and each of the other Transaction

Documents to which it is a party and the Contemplated Transactions (i) have been

duly authorized by all necessary action of such Seller (if such Seller is not a natural

Person), (ii) do not contravene the terms of any Organizational Document of such

Seller (if such Seller is not a natural Person), (iii) do not violate, conflict with or result

in any breach or contravention of (or with due notice or lapse of time or both would

result in any breach, default or contravention of), or the creation of any Encumbrance

under, any Contract of such Seller, or any Law applicable to such Seller, and (iv) do

not violate any Orders against, or binding upon, such Seller. Such Seller is not party

to, or bound by, any agreement that is currently in effect, granting rights to any Person

which are inconsistent with the rights to be granted by such Seller in this Agreement

or the other Transaction Documentsrestricting or adversely affective the ability of the

Seller to sell the relevant Purchased Shares under, and in terms of, this Agreement.

Section 3.3 Title to Purchased Shares.

(a) Exhibit C sets forth such Seller’s record ownership of Shares as

of the Signature Date and the Closing Date. The Shares set forth opposite such

Seller’s name on Exhibit C are fully paid-up in accordance with applicable Law.

Other than the Shares set forth opposite such Seller’s name on Exhibit C such Seller

holds no other Share Capital of the Company. Such Seller has good and valid title

and is the sole legal and beneficial owner of the Shares set forth opposite such Seller’s

name on Exhibit C, free and clear of all Encumbrances. The Shares set forth opposite

such Seller’s name on Exhibit C are not subject to any Contract restricting or

otherwise relating to the voting, distribution rights or disposition of such Shares.

(b) Upon the depository participant crediting the Purchasers’

depository participant accounts with the applicable portion of such Seller’s Purchased

Shares and payment therefor, the Purchasers will acquire good and valid title to such

Purchased Shares, free and clear of all Encumbrances.

Section 3.4 Governmental Authorisation; Third Party Consents. Except as

set forth in Section 3.4 of the Disclosure Letter, no Consent or other action by, or

notice to, or Filing with, any Governmental Authority or any other Person, and no

lapse of a waiting period under any applicable Law is necessary or required in

connection with the execution, delivery or performance, by or enforcement against

such Seller of this Agreement or the other Transaction Documents to which it is a

party or the Contemplated Transactions.

Section 3.5 Binding Effect. This Agreement and each of the other

Transaction Documents to which such Seller is a party have been duly executed and

delivered by such Seller, and this Agreement and each of the other Transaction

Documents to which it is a party constitute, subject to applicable law, the legal, valid

and binding obligations of such Seller, enforceable against it in accordance with their

terms.

22

Section 3.6 Litigation; Orders. There is no Action pending or, to the

Knowledge of such Seller, threatened, and to the Knowledge of such Seller no

governmental investigation pending or threatened against or by such Seller, and to the

Knowledge of such Seller, no Orders have been issued against such Seller, which in

each case, individually or in the aggregate, would reasonably be expected to impair

such Seller’s ability to consummate the Contemplated Transactions.

Section 3.7 No Government Officials. No Government Official has any

legal, financial or beneficial interest in such Seller (if such Seller is not a natural

Person) or in any Transaction Document, and none of the owners, key employees,

officers, directors or agents of such Seller (if such Seller is not a natural Person) is a

Government Official.

Section 3.7 Section 3.8 Compliance with Law; Anti-Bribery Laws.

(a) Such Seller is in compliance with all Laws and Orders relating

to its Shares and to the Company and has not received any notice from any

Governmental Authority of any non-compliance with any such Laws or Orders,

except for notices in the past that relate to actual or alleged non-compliance that has

been cured or addressed fully by such Seller.

(b) Such Seller has no Knowledge of any Action, and has not taken

any such action, directly or indirectly, that violates or would result in a violation by

such Seller of any Anti-Bribery Law applicable to such Seller.

Section 3.8 Section 3.9 Shares Buyout.

(a) Prior to the Signature Date, the Purchasers have been supplied

with, or have been given access to, a true, correct and complete copy of each Share

Buyout Document.

(b) The Share Buyout has been consummated in accordance with

the terms and conditions of the Share Buyout Documents.

Section 3.10 Broker’s, Finder’s or Similar Fees. Except as set forth in

Section 3.7 of the Disclosure Letter, there are no brokerage commissions, finder’s fee

or similar fees or commissions payable by such Seller in connection with the

Contemplated Transactions.

Section 3.10 Insolvency.

(a) NeitherTo the Knowledge of such Seller neither such Seller nor

any part of its assets or properties or undertakings are involved in or

subject to any voluntary or involuntary insolvency and/or bankruptcy

proceedings that are pending before any judicial or quasi judicial

authority. Such Seller has not stopped or suspended payment of debts

or become unable to pay such debts or otherwise become insolvent

and/or bankrupt.is not in receivership or liquidation and has not taken

any steps to enter into liquidation. Such Seller has not received any

intimation of filing of a winding- up petition against such Seller.

23

(b) Such Seller is not in receivership or liquidation and has not

taken any steps to enter into liquidation. Such Seller has not received any intimation

of filing of a winding- up petition against such Seller. Such Seller has no reason to

believe that there are circumstances in which a petition or application could be based

for the winding – up of or appointment of a receiver in respect of such Seller or any

part of its assets or properties or undertakings.

Section 3.11 Taxation. Each Seller has filed all Tax returns timely and there

are no Tax demands outstanding (disputed or otherwise) and/ or likelihood of Tax

demand arising in respect of any Tax matters pertaining to any period up to the date of

transfer of Purchased Shares, Subscribed Shares and Underlying Shares to the

Purchasers.

ARTICLE IV

WARRANTIES AS TO THE COMPANY [PP COMMENT: TO BE

DISCUSSED SEPERATELY]

Except as set forth in the Disclosure Letter, each of the Sellers

represents and warrants to the Purchasers, as at the Signature Date and at the Closing

Date, as follows:51

Section 4.1 Corporate Existence and Power. The Company (a) is a

corporation duly organized, validly existing and in good standing under the Law of

India; (b) has all requisite power and authority to own and operate its property and to

conduct the business in which it is currently, or is proposed to be, engaged; and (c)

has the corporate power and authority to execute, deliver and perform its obligations

under this Agreement and each of the other Transaction Documents to which it is a

party. The Company has supplied the Purchasers with a correct and complete copy of

its Organizational Documents, each as in effect on the date hereof.

Section 4.2 Authorisation; No Contravention; Title to Subscribed Shares

and Underlying Shares.

(a) The execution, delivery and performance by the Company of

this Agreement and each of the other Transaction Documents to which it is a party

and the Contemplated Transactions: (i) have been duly authorized by all necessary

corporate action of the Company; (ii) do not contravene the terms of any

Organizational Document of the Company; (iii) do not violate, conflict with or result

in any breach, default or contravention of (or with due notice or lapse of time or both

would result in any breach, default or contravention of), or the creation of any

Encumbrance under, any Contract of the Company or any Law applicable to the

Company; and (iv) do not violate any Orders against, or binding upon, the Company.

(b) Upon the depository participant crediting the Purchasers’

depository participant accounts with the Subscribed Shares and the Underlying Shares

51

Subject to revision based on AMSS’s diligence findings.

24

and payment therefor, the Purchasers will acquire good and valid title to the

Subscribed Shares, free and clear of all Encumbrances.

Section 4.3 Governmental Authorisation; Third Party Consents and

Notices. No Consent or other action by, or notice to, or filing with, any

Governmental Authority or any other Person, and no lapse of a waiting period under

any applicable Law, is necessary or required in connection with the execution,

delivery or performance by, or enforcement against, the Company of this Agreement

and the other Transaction Documents to which it is a party.

Section 4.4 Binding Effect. This Agreement and each of the other

Transaction Documents to which the Company is a party to have been duly executed

and delivered by it and constitute the legal, valid and binding obligations of the

Company, enforceable against the Company in accordance with their terms.

Section 4.5 Litigation; Orders. Except as set forth in Section 4.5 of the

Disclosure Letter, there are no Actions pending or, to the Knowledge of the Sellers or

the Company, threatened, against the Company or the MAA Business; and no Orders

have been issued against the Company or the MAA Business.

Section 4.6 Compliance with Law; Anti-Bribery Laws.

(a) The Company is in compliance with all Laws and Orders,

except for any noncompliance that could not reasonably have a Material Adverse

Effect. Except as set forth in Section 4.6 of the Disclosure Letter, neither the

Company nor any of its Sellers, Affiliates, officers, directors or agents has received

any notice from any Governmental Authority of any non-compliance with Laws or

Orders by the Company, except for notices in the past that relate to actual or alleged

non-compliance that has been cured or addressed fully by the Company and as to

which there is no further risk of Losses.

(b) (i) The Company has all Consents of any Governmental

Authority that are necessary for the conduct of its business or the ownership of its

Assets; (ii) such Consents are in full force and effect; and (iii) no violations are or

have been recorded in respect of any such Consent.

(c) The Company is in compliance with all Environmental Laws.

There are no Environmental Actions pending, or threatened in writing, against the

Company.

(d) None of the Company, the Company’s Affiliates, officers,

directors or agents has any Knowledge of or has taken any action, directly or

indirectly, that violates or would result in a violation by any such Person of any Anti-

Bribery Law. The Company has conducted the MAA Business in compliance with all

Anti-Bribery Laws and have instituted and maintained policies and procedures

designed to ensure, and which are reasonably expected to continue to ensure,

continued compliance with such Anti-Bribery Law. No Government Official has any

legal, financial or beneficial interest in the Company, any of its Affiliates or in any

Transaction Document, and none of the directors, officers or agents of the Company

is a Government Official.

25

Section 4.7 Statutory Records.

(a) The minute books and other such statutory records of the

Company contain a true and complete record, in all material respects, of the actions

taken at meetings of, and resolutions passed by, the shareholders and boards of

directors (including committees thereof) of the Company. Such books and records

have been maintained in accordance with applicable Law and are available at the

registered offices of the Company or other locations permissible under applicable

Law.

(b) The Company has filed all required returns and information with

the Reserve Bank of India and the registrar of companies that has jurisdiction over it and

such returns are true, accurate and complete.

Section 4.8 Capitalisation.

(a) As of the Signature Date, the authorized Share Capital of the

Company consists of Shares, of which [59,296,800] are issued, fully paid-up and

outstanding, and Options to acquire Shares, of which are issued and allotted.

No other class of shares or other ownership interests of the Company is authorized or

outstanding. The issued and paid-up Shares are duly authorised, validly issued, fully

paid-up and non-assessable, issued in compliance with the registration and

qualification requirements of applicable Indian securities Law. The issued and allotted

Options are duly authorised and validly issued and allotted in compliance with the

Option Plan and the requirements of applicable Indian securities Law.

(b) Section 4.8(b) of the Disclosure Letter sets forth (i) an accurate

and complete list of the holders of the Share Capital of the Company (including

Options) and, opposite the name of each holder, the amount of all outstanding Share

Capital owned by such holder and (ii) with respect to each Option, the number of

underlying Shares, the date of grant and the Exercise Price. Except as set forth in

Section 4.8(b) of the Disclosure Letter, there are no options, warrants, conversion

privileges, subscription or purchase rights or other rights presently outstanding to

purchase or otherwise acquire any Share Capital of the Company, and there are no

commitments, contracts, agreements, arrangements or understandings of any kind by

the Company to issue any Share Capital of the Company.

(c) As of the Closing Date, after giving effect to the Contemplated

Transactions, the the authorized Share Capital of the Company shall consists of

Shares, of which shall be issued, fully paid-up and outstanding and Options to

acquire Shares, of which shall be issued and allotted. No other class of Share

Capital or other ownership interests of the Company shall be authorized or

outstanding. The issued and paid-up Shares shall be duly authorised, validly issued,

fully paid-up and non-assessable, issued in compliance with the registration and

qualification requirements of applicable Indian securities Law. The issued and allotted

Options shall be duly authorised and validly issued and allotted in compliance with

the Option Plan and the requirements of applicable Indian securities Law.

(d) The Company has no subsidiaries and does not directly or

indirectly own or have any investment in any of the Share Capital of, or any other

proprietary interest in, any other Person.

26

Section 4.9 Financial Statements.

(a) The Company has delivered to the Purchasers correct and

complete copies of (i) the Audited Financial Statements for the Financial Year ended

on 31 March 2012 and (ii) the Unaudited Financial Statements (together with the

Audited Financial Statements, the “Financial Statements”). The Financial

Statements have been prepared in accordance with Indian GAAP applied on a

consistent basis throughout the periods indicated. The Financial Statements fairly

present the financial condition, operating results and cash flows of the Company, as of

the respective dates and for the respective periods indicated, in accordance with

Indian GAAP.

(b) The Company does not have any off balance sheet financing of

a type which would not be required to be shown or reflected in the Financial

Statements.

(c) Except to the extent reflected in the Financial Statements, there

are no Liabilities against, relating to or affecting the Company in respect of the period

from [30 June 2012]62

to the Signature Date, except for Liabilities arising in the

ordinary course of business that, individually or in the aggregate, have not had a

Material Adverse Effect.

(d) The Company is not liable (whether contingently or otherwise

and whether as surety, principal debtor, guarantor or indemnifier) for the Liabilities of

any other Person.

(e) The Company has maintained proper books of accounts as

required by applicable Law.

Section 4.10 Contracts.

(a) Section 4.10(a) of the Disclosure Letter contains a correct and

complete list of all Material Contracts as of the date hereof. “Material Contract”

means any Contract to which the Company is a party that falls within any of the

following categories:

(i) any Contract that the Company reasonably anticipates

will involve individual or aggregate payments or consideration of more than the Rs.

equivalent of $100,000 in the calendar year ending 31 December 2012 for goods and

services furnished by the Company;

(ii) any Contract relating to Indebtedness of the Company;

(iii) any Contract relating to the title to, or ownership,

lease, use, sale, exchange or transfer of, any leasehold or other interest in any real or

personal property;

(iv) any Contract which relates to the acquisition or

disposition of companies or businesses (whether by purchase or sale of shares or

62

Date of the unaudited financial statements.

27

assets, by merger, or otherwise) where the Company has or will have material

continuing rights, obligations or Liabilities when such acquisition or disposition is

for an amount or value in excess of 2% of the Net Book Value of the Company as

shown on the Financial Statements;

(v) any Contract under which the Company would incur

any change-in-control payment or similar compensation obligations to its employees

in connection with the Contemplated Transactions (including the Share Buyout);

(vi) any stock option, stock purchase, stock appreciation or

similar plan;

(vii) any Contract under which the Company has advanced

or loaned an amount to any Person, other than trade credit and travel advances in the

ordinary course of business consistent with past practice;

(viii) any joint venture, partnership or limited liability

company Contract;

(ix) any employment, severance, retention, non-

competition or separation Contract with any current or former director, officer,

employee or consultant of the Company;

(x) any Contract which will substantially limit the

Company’s ability to compete in the MAA Business in India or that provides for

“most favored nations” terms or establishes an exclusive sale or purchase obligation

with respect to any product or any geographic location;

(xi) any Contract with any current or former officer,

director, shareholder or Affiliate of the Company, with any family member of any of

the foregoing, or with any Affiliate of any such family member;

(xii) any Contract for the sale, transfer or acquisition of any

of the Assets, Share Capital or businesses of the Company (other than, in the case of

sales or transfers of Assets, in the ordinary course of business consistent with past

practice) or for the grant to any Person of any preferential rights to purchase any of

the assets, Share Capital or businesses of the Company, in each case under which

there are material outstanding obligations;

(xiii) any license, covenant-not-to-sue or other Contract

granting the Company the right to use any Intellectual Property that is material to the

conduct of its business (other than off-the-shelf software licenses);

(xiv) any Contract for capital expenditures involving

payments of more than the Rs. equivalent of $100,000, individually or in the

aggregate, in each case under which there are material outstanding obligations;

(xv) any Contract entered into in the past three years in

respect of the MAA Business involving any resolution or settlement of any actual or

threatened Action with a value greater than 2% of the Net Book Value of the

28

Company, as shown on the Financial Statements or which imposes material

continuing obligations on the Company or the MAA Business;

(xvi) any Contract under which the Company or the MAA

Business has continuing material indemnification obligations to any Person, other

than those entered into in the ordinary course of business consistent with past

practice;

(xvii) any Contract with any labor union or association

relating to any current or former employee of the Company;

(xviii) any Contract that provides a termination right or other

right in favor of the counterparty upon a change-in-control of the Company or

otherwise as a result of the Contemplated Transactions; or

(xix) any Contract which was entered into outside the

ordinary course of business and either (x) cannot be terminated without material

liability on less than 30-day notice or (y) involves obligations or Liabilities in excess

of 2% of the Net Book Value of the Company, as shown on the Financial Statements.

(b) Prior to the date hereof, the Purchasers either have been

supplied with or have been given access to a correct and complete copy of each

written Material Contract.

(c) All Material Contracts are in effect, have been duly authorized

by all necessary corporate action of the Company and have been duly stamped and

registered in accordance with applicable Law (if required). The Company is in full

compliance with Section 297 of the Act.

(d) The Company has not been in default in any respect under any

Material Contract (including film and non-film assignments and distribution contracts)

nor are there any circumstances likely to give rise to any such default. No party with

whom the Company had entered into any Material Contract is in material default under it

and there were no circumstances likely to give rise to such a default. No counterparty has

indicated any intention to terminate any such Material Contract prior to the expiration of

its term.

(e) The termination of any Contracts, understandings or agreements

pursuant to this Agreement would not result in any Liability accruing on the Company or

the Purchasers.

(f) There are no agreements or understandings to which the Company

is a party or is bound which (i) grant direct or indirect management, operational or voting

rights or economic interest in the Company to any third Person including any power of

attorney; or (ii) provide for the sharing of the revenue of the Company with any third

party.

(g) Where the Company has entered into any Contract with any

Related Party, the provisions of the Act have been complied with, and such Contract has

been on an arms-length basis.

29

Section 4.11 Assets.

(a) The Company owns and has good, valid, and marketable title to

all of its Assets, free and clear of all Encumbrances, except for Encumbrances that

arise by operation of Law and relate to Liabilities that are not yet due and payable or

that are described in Section 4.11(a) of the Disclosure Letter.

(b) The Company does not own or lease Assets in any jurisdiction

other than India.

(c) All Assets of or represented as belonging to the Company are

wholly and exclusively used in connection with the MAA Business.

(d) No plant, machinery, equipment, furniture or other Asset hired,

leased or rented by or obtained on hire-purchase by the Company has been or is liable to

be repossessed by the owner.

(e) The fixed Assets owned by the Company or used by it in the

course of its MAA Business are in all respects suitable for the conduct of such MAA

Business and comply and have complied in all material respects with all statutes and

regulations applicable thereto, all machinery, vehicles and equipment of the Company are

in good condition and state of repair and none are surplus to their requirements having

regard to the current level of business.

(f) The Company is in actual possession of all its Assets.

(g) There are not outstanding any notices served on the Company in

respect of any of its Assets.

(h) The Company has not granted to any Person the right, which

currently exists, to acquire, use or occupy any fixed Assets of the Company or entered

into any contract to sell, transfer, encumber, or otherwise dispose of or impair the

whole or any part of its right or interest in or to any of the Company’s fixed Assets.

Section 4.12 Taxes.73

(a) Except as disclosed in Section 4.12(a) of the Disclosure Letter,

all Tax Returns required to be filed by or with respect to the Company or the MAA

Business have been filed in accordance with applicable Law. Neither the Sellers nor

the Company has received notice of any intention to re-open any closed assessments

of the Company or the MAA Business, as the case may be, for any tax period in

respect of which Tax Returns have been filed.

(b) Except as disclosed in Section 4.12(b) of the Disclosure Letter,

the Company:

(i) has collected, deducted, withheld, deposited and paid

(or there has been paid on their behalf) all Taxes in accordance with applicable Law

and there has been no demand received or threatened in respect thereof; or

73

Subject to revision after review by Sony Tax.

30

(ii) has provided for all such Taxes, whether or not due as

of the Signature Date or the Closing Date (but that may be attributable to periods

ending on or before the Signature Date or the Closing Date), in their Books and

Records and in accordance with Indian GAAP and applicable Law, including in the

Financial Statements.

(c) With respect to any period for which Tax Returns have not yet

been filed, or for which Taxes are not yet due or owing, the Company has made due

and sufficient accruals for such Taxes in its Books and Records and in accordance

with Indian GAAP and applicable Law, including the Financial Statements. The

Company has made (or there has been made on its behalf) all required current

estimated Tax payments, including advance and withholding taxes, if any, sufficient

to avoid any underpayment penalties or material interest in accordance with

applicable Law.

(d) Except as disclosed in Section 4.12(d) of the Disclosure Letter,

no Action by any Governmental Authority is pending, being conducted or, to the

Knowledge of the Company, threatened with respect to (i) any Taxes due from or

with respect to the Company or the MAA Business or (ii) any Tax Return filed by or

with respect to the Company or the MAA Business.

(e) There are no Encumbrances for Taxes upon the Assets of the

Company, except for statutory Encumbrances for current Taxes not yet due.

(f) Except as disclosed in Section 4.12(f) of the Disclosure Letter,

the Company has withheld from its employees, independent contractors, creditors,

stockholders and third parties and timely paid to the appropriate Governmental

Authority proper and accurate amounts in all respects for all periods ending on or

before the Closing Date in compliance with all Tax withholding and remitting

provisions of applicable Law. The Company has complied in all respects with all Tax

information reporting provisions of all applicable Law.

(g) The Company is not treated for any taxation purpose as resident in

a country other than India, and the Company has not nor has it had at any time, a branch,

agency or permanent establishment in a country other than India.

(h) No Contracts involving the Company have taken place or are in

existence, that are of a nature that would attract the application of any Law relating to

transfer pricing.

(i) The Company is not or will not become liable to taxation

chargeable primarily on any other Person, including, payments for sub-contractors,

Affiliates, or contract labour.

(j) The Company has no liability to taxation on income or gains, as

a consequence of any payment between any of the Related Parties and the Company

being treated as a deemed dividend by any relevant taxation authority, except in

respect of and to the extent of income and profits actually received or to be received.

Section 4.13 No Material Change. Since 31 March 2012 (i) there has not

been any Material Adverse Effect, (ii) neither the Company nor the Sellers have

31

participated in any transaction material to the Condition of the Company or otherwise

acted outside the ordinary course of business, including, declaring or paying any

dividend, and (iii) the Company has not taken any of the actions described in Section

6.1(a).

Section 4.14 Employees; Labour Matters.

(a) Section 4.14(a) of the Disclosure Letter sets forth a correct and

complete list setting forth the name, position, job location, primary place of residence,

salary or wage rate, commission status, bonus opportunity, date of hire, full- or part-

time status, for each employee of the Company as of the Signature Date.

(b) The Company has no trade unions of its own and has not

entered into any union recognition agreements and/or collective agreements with trade

unions or representative bodies.

(c) The Company is not engaged in any unfair labor practice with

respect to any of their employees or is there any unfair labor practice complaint

pending against any of them.

(d) Neither the MAA Business nor the Company is the subject of,

nor, to the Knowledge of either the Sellers or the Company, is there threatened, any

Action reasonably likely to give rise to a material Liability asserting that the

Company has committed an unfair labor practice, nor is there pending or, to the

Knowledge of either the Sellers or the Company, threatened, nor has there been in the

past three years, any organized effort or demand for recognition or certification or

attempt to organize employees of the Company by any labor organization.

(e) Section 4.14(e) of the Disclosure Letter sets forth a correct and

complete list of the Company Plans. The Company has no unfunded outstanding

Liabilities to any employee-related fund or scheme, including those relating to

pension, provident fund, medical aid, retirement or any other employee emoluments

in respect of past or present employees.

(f) Except as set forth on Section 4.14(f) of the Disclosure Letter,

(i) each Company Plan has been established and administered in accordance with its

terms and in compliance with all applicable Law, (ii) all employer and employee

contributions to each Company Plan required by Law or by the terms of such

Company Plan have been made, or, if applicable, accrued in accordance with

generally accepted accounting practices applied on a consistent basis with respect to

each Company Plan, (iii) all reports, returns, notices and other documentation

required to have been filed with or furnished to any Governmental Authority, or to the

participants or beneficiaries of such Company Plan, have been filed or furnished on a

timely basis, (iv) no individual who has performed services for the Company has been

improperly excluded from participation in any Company Plan, and the Company does

not have any Liability with respect to any misclassification of any Person as an

independent contractor rather than as an employee, or with respect to any employee

leased from another employer, (v) no fiduciary of the Company has any Liability for

breach of fiduciary duty or any other failure to act or comply with the requirements of

applicable Law in connection with the administration or investment of the assets of

any Company Plan, and (vi) the fair market value of the assets of each funded

32

Company Plan, the Liability of each insurer for any Company Plan funded through

insurance or the book reserve established for each Company Plan, together with any

accrued contributions, is sufficient to procure or provide for the accrued benefit

Liability, as of the Closing, with respect to all current and former participants in such

plan according to the actuarial assumptions and valuations most recently used to

determine employer contributions to such Company Plan, and no transaction

contemplated by this Agreement shall cause such assets or insurance Liability to be

less than such benefit obligations.

(g) The Company has properly provided for and contributed to all

employee benefit plans including without limitation provident fund , welfare trust plans

(including MAA Employee Recognition Initiatives Trust (MERIT) and MERIT scheme)

gratuity, pension fund, bonus, employee state insurance, as are required under applicable

employee benefit laws and payroll deductions, by making, in a timely manner, all such

contributions as are required by law and making such deductions from all payments made

or deemed to be or treated as made by it or on its behalf, as are required under law, and

by duly accounting to the appropriate authority for all sums so deducted and contributed

for all other amounts for which it is required to account under the relevant contribution

systems. The Company has maintained and is currently maintaining adequate funds and

reserves for paying/contributing to the various employee benefits including gratuity,

provident funds, bonus, employee state insurance and other statutory dues. Any grant

made by the Company under welfare trust plans are in compliance with all applicable

Law, including but not limited to the provisions of the Act.

(h) No employee or workman of the Company has been terminated

from employment of the Company and no proceedings are pending against the Company

in respect of any of its employees. There have been no strikes in respect of any employee

or workman of the Company and no strikes are currently subsisting. There have not been

any labour related disputes in the Company and nor are there any labour disputes pending

against the Company in any labour court or tribunal and that there are no claims,

litigation, investigations or disputes pending in relation thereto.

(i) The Company is duly registered and in full compliance with all

applicable labour laws including without limitation Employees’ (Provident Funds and

Miscellaneous Provisions) Act, 1952, Employees State Insurance Act, 1948, Payment of

Gratuity Act, 1972, Payment of Bonus Act, 1965, Contract Labour (Regulation and

Abolition) Act, 1970, Equal Remuneration Act, 1976 and Payment Of Wages Act, 1936

and no claim is pending against or threatened against the Company in this regard.

(j) There are no outstanding dues in respect of statutory payments,

contributions, salaries to employees, etc. and the Company is up to date in respect of

payments due under all applicable labour legislations

Section 4.15 Privacy of Customer Information. The Company does not use

any of the customer information it receives through its website, or otherwise, in an

unlawful manner, or in a manner that violates the privacy rights of their customers or

applicable Law. The Company has adequate security measures in place to protect the

customer information it receives through its website, or otherwise, and which it stores

in its computer systems from illegal use by third parties or use by third parties in a

manner that violates the rights of privacy of its respective customers. The Company

does not have any outstanding or unresolved material problems relating to the

33

unauthorized release of confidential information or the improper access of

unauthorized personnel into information systems holding confidential data concerning

customers, employees or any other Person.

Section 4.16 Intellectual Property.

(a) All material Intellectual Property used in the operation of the

Company (the “Company Intellectual Property”) is either owned by the Company

(the “Owned Intellectual Property”) or is used by the Company pursuant to a valid

license (the “Licensed Intellectual Property”). The Company has taken all

necessary actions to maintain and protect each item of Company Intellectual Property.

(b) Section 4.16(b) of the Disclosure Letter sets forth a correct and

complete list of (i) all Owned Intellectual Property that is registered, issued or the

subject of a pending application, and (ii) all unregistered Owned Intellectual Property.

All of the registrations, issuances and applications set forth on Section 4.16(b) of the

Disclosure Letter are valid, in full force and effect and have not expired or been

cancelled, abandoned or otherwise terminated, and payment of all renewal and

maintenance fees, costs and expenses in respect thereof, and all filings related thereto,

have been duly made. The Company owns and possesses all right, title and interest in

and to the Owned Intellectual Property free and clear of all Encumbrances.

(c) Section 4.16(c) of the Disclosure Letter sets forth a correct and

complete list of all material Contracts (i) pursuant to which the Company use any

Licensed Intellectual Property, or (ii) pursuant to which the Company has granted to a

third party any right in or to any Owned Intellectual Property (collectively, the “IP

Licenses”). Prior to the Signature Date, the Purchasers either have been supplied

with, or have been given access to, a correct and complete copy of each written IP

License, together with all amendments, supplements, waivers or other changes

thereto. The Company is not in material breach, violation or default under any IP

License and no event has occurred that, with notice or lapse of time or both, would

constitute such a material breach, violation or default by the Company, or, to the

knowledge of the Company, the other parties thereto.

(d) The conduct of the MAA Business does not infringe or

otherwise violate any Intellectual Property or other proprietary rights of any other

Person, and, other than as set forth in Section 4.16(d) of the Disclosure Letter, there is

no Action pending or, to the Knowledge of the Company, threatened alleging any

such infringement or violation or challenging the Company’s rights in or to any

Company Intellectual Property and, to the Knowledge of the Company, there is no

existing fact or circumstance that would be reasonably expected to give rise to any

such Action. To the Knowledge of the Company, no Person is infringing or otherwise

violating any Owned Intellectual Property or any rights of the Company in any

Licensed Intellectual Property.

(e) The film and non-film content acquired by the Company in

pursuance to assignment agreements have not expired either due to non-exercise of rights

by Company within one year from date of assignment or owing to efflux of time;

(f) All films acquired by the Company have been duly completed,

released and suitable prints of the films have been obtained by the Company;

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Section 4.17 Real Estate.

(a) A true and complete list and description of all Real Estate

leased or licensed by the Company is set forth in Section 4.17(a) of the Disclosure

Letter. The Company holds a valid leasehold or license interest as lessee under leases

in full force and effect in all Real Property used in connection with its respective

business or otherwise leased by it, free and clear of any Encumbrances, other than

those created or imposed in the ordinary course of business.

(b) Such Real Estate is in a condition which satisfies the

requirements of all relevant Governmental Authorities for the grant of Consents

required by the Company for the conduct of the MAA Business.

(c) The Company does not own any Real Estate.

(d) All agreements in respect of Real Estate leased or licensed by

the Company are duly stamped and registered, where applicable.

(e) Any Real Estate leased or licensed by the Company is for

commercial use and has been constructed in accordance with its respective building

plan approved under applicable Law.

(f) All payments under the Company’s lease deeds have been duly

paid by the Company.

Section 4.18 Insurance.

(a) The Company, its businesses and material Assets are insured

under policies set forth in Section 4.18(a) of the Disclosure Letter, all premiums due

in respect of such insurance policies have been paid and the Company has complied in

all material respects with the conditions to which the liability of such insurers under

the insurance policies are subject.

(b) Having made all reasonable enquiries, the Company is not

aware of any facts, matters or circumstances which may give rise (i) to the

cancellation of any of the insurance policies in favor of the Company or the MAA

Business, or the repudiation of any claims thereunder or (ii) to such insurance policies

not being renewed in the future or only being renewed subject to the imposition of

onerous terms.

Section 4.19 Affiliates; Affiliate Transactions.

(a) Section 4.19(a) of the Disclosure Letter sets forth a true, correct

and complete list of all of the Company’s Affiliates and description of their

relationship to the Company.

(b) Section 4.19(b) of the Disclosure Letter sets forth a true, correct

and complete list of all of the Intracompany Agreements. All of the Intracompany

Agreements have been entered into on arm’s length terms. Except as set forth in

Section 4.19(b) of the Disclosure Letter, none of (i) the Sellers, (ii) any Affiliate of

the Sellers, (iii) any immediate family member of any such Affiliate, or (iv) any

Person (other than the Company) controlled by any one or more of the foregoing as of

35

the Signature Date: (A) owns, directly or indirectly, 50% or more of the Share Capital

of any Person (other than the Company), or is an officer, director, employee or

consultant of, any Person (other than the Company) which is, or is engaged in

business as, a competitor, lessor, lessee or customer of the MAA Business; (B) owns,

directly or indirectly, other than through the Company, in whole or in part, any

tangible or intangible property related to the MAA Business or the use of which is

necessary or desirable for the conduct of the MAA Business; (C) has any cause of

Action whatsoever against, or owes any amount to, the Company or the Sellers (only

in respect of the MAA Business); or (D) on behalf of the Company, has made any

payment or commitment to pay any commission, fee or other amount to, or purchase

or obtain or otherwise contract to purchase or obtain any goods or services from, any

Person of which any Affiliate of the Sellers, or an immediate family member of such

Person, is a partner or shareholder.

(c) Except for the Transaction Documents or as set forth on

Section 4.19(b) of the Disclosure Letter, from and after the Closing, neither the

Purchasers nor any of their Affiliates shall, as a result of the Contemplated

Transactions, be bound by any Intracompany Agreement, or have any Liability to, the

Sellers or any of their Affiliates, any family member of the foregoing or any Affiliate

of any such family member.

Section 4.20 Accounting Controls. The accounting controls of the

Company have been and are sufficient to provide reasonable assurances that (a) all

transactions are executed in accordance with the Board’s general or specific

authorisation, and (b) all transactions are recorded as necessary to permit the accurate

preparation of financial statements in accordance with Indian GAAP and to maintain

proper accountability for such items.

Section 4.21 Sufficiency of Assets. The Assets and rights owned, leased or

otherwise used by the Company constitute all the Assets and rights necessary or

convenient for the carrying on of the MAA Business fully and effectively in the

manner in, and to the extent to, which it is presently conducted. No such Asset or

rights will be adversely affected by the Contemplated Transactions.

Section 4.22 Broker’s, Finder’s or Similar Fees. Except as set forth in

Section 4.22 of the Disclosure Letter, there are no brokerage commissions, finder’s

fees or similar fees or commissions payable by any of the Sellers or the Company in

connection with the Contemplated Transactions.

Section 4.23 Disclosure. To the Knowledge of the Sellers, there is no fact

that the Sellers or the Company has not disclosed to the Purchasers in writing which

materially adversely affects, or insofar as the Sellers can reasonably foresee could

materially adversely affect the Condition of the Company or the ability of the Sellers

or the Company to perform their respective obligations under this Agreement, any of

the other Transaction Documents or any other document contemplated hereby or

thereby.

Section 4.24 Stamp duty. In relation to each instrument to which the

Company is a party or in the enforcement of which the Company may be interested

and which attracts stamp duty in any relevant jurisdiction, (a) such instrument, if

required by the taxation authority to be produced, has been produced to the relevant

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taxation authority, (b) such instrument, if stamp duty is payable on such instrument,

has been properly stamped and (c) the Company has duly paid all stamp duty and

interest, fines and penalties thereon payable by it in accordance with the provisions of

any applicable Law.

Section 4.25 Encumbrances and Loans. Except as set forth in Section 4.25

of the Disclosure Letter, no charges, Encumbrances or other security interests have

been created by the Company in favour of any Person as security for any Indebtedness

incurred by the Company. The Company has not defaulted in any way whatsoever in

honouring its obligations in relation to such Indebtedness. The Company has not

granted any Loans to any of the Sellers, the promoters, Directors, employees, other

third parties or their Affiliates.

Section 4.26 InsolvencyNeither the Company nor any of the Assets of the

Company is involved in or subject to any insolvency proceedings. There are no

circumstances which require or would enable any insolvency proceedings to be

commenced or initiated against the Company or any of the assets of the Company. No

act of insolvency has occurred in relation to the Company.

(b) There are no transactions (including those contemplated by this

Agreement) capable of being set aside, stayed, reversed, avoided or affected in whole

or in part by any insolvency proceedings (whether or not such insolvency proceedings

have commenced) in relation to the Company or any of the assets of the Company,

whether as transactions at undervalue, in fraud of or against the interests of creditors,

preferences or similar concepts or legal principles.

(c) No transfer of Assets has been or is being made and no

obligation has been or is being incurred by the Sellers or the Company in connection

with the Contemplated Transactions with the intent to hinder, delay or defraud

creditors of the Company.

ARTICLE V

WARRANTIES OF THE PURCHASER

Except as set forth in the Purchasers Disclosure Letter, the Purchasers

jointly and severally represent and warrant to the Sellers, as at the Signature Date and

at the Closing Date, as follows:

Section 5.1 Existence and Power. The Purchasers (a) are both

corporations incorporated under the Law of Mauritius and (b) each have the requisite

corporate power and authority to execute, deliver and perform its obligations under

this Agreement and each of the other Transaction Documents to which it is a party.

Section 5.2 Authorisation; No Contravention. The execution, delivery and

performance by each Purchaser of this Agreement and each of the other Transaction

Documents to which it is a party and the Contemplated Transactions, (i) have been

duly authorized by all necessary action of such Purchaser, (ii) do not contravene the

terms of any Organizational Document of such Purchaser, (iii) do not violate, conflict

with or result in any breach or contravention of (or with due notice or lapse of time or

both would result in any breach, default or contravention of), or the creation of any

37

Encumbrance under, any Contract of such Purchaser, or any Law applicable to such

Purchaser, and (iv) do not violate any Orders against, or binding upon, such

Purchaser. Neither Purchaser is party to, nor bound by, any agreement that is

currently in effect, granting rights to any Person which are inconsistent with the rights

to be granted by the Purchasers in this Agreement or the other Transaction

Documents.

Section 5.3 Binding Effect. This Agreement and each of the other

Transaction Documents to which either Purchaser is a party have been duly executed

and delivered by the relevant Purchaser, and this Agreement and each of the other

Transaction Documents to which it is a party constitute the legal, valid and binding

obligations of the Purchasers, enforceable against them in accordance with their

terms.

Section 5.4 Litigation; Orders. There is no Action pending or, to the

Knowledge of the Purchaser, threatened, and to the Knowledge of the Purchaser no

governmental investigation pending or threatened against or by such Seller, and to the

Knowledge of the Purchaser, no Orders have been issued against such Seller, which in

each case, individually or in the aggregate, would reasonably be expected to impair

the Purchaser’s ability to consummate the Contemplated Transactions.

Section 5.5 Insolvency.

(a) To the Knowledge of the Purchaser neither the Purchaser nor

any part of its assets or properties or undertakings are involved in or subject to any

voluntary or involuntary insolvency and/or bankruptcy proceedings that are pending

before any judicial or quasi judicial authority. The Purchaser is not in receivership or

liquidation and has not taken any steps to enter into liquidation. The Purchaser has not

received any intimation of filing of a winding- up petition against the Purchaser.

(b) The Purchaser is not in receivership or liquidation and has not

taken any steps to enter into liquidation. The Purchaser has not received any

intimation of filing of a winding- up petition against the Purchaser.

ARTICLE VI

COVENANTS AND UNDERTAKINGS

Section 6.1 Conduct of Business.

(a) From the Signature Date until the Closing, the Sellers shall

cause the Company to, and the Company shall, conduct the MAA Business and

related operations in the ordinary course of business consistent with past practice and

use all commercially reasonable endeavours to (1) preserve intact its present business

organisation, (2) maintain all Consents in effect, (3) keep available the services of its

Key Employees, (4) maintain good relationships with its customers, lenders and

others having material business relationships with it, and (5) manage its working

capital in the ordinary course of business. Without limiting the generality of the

foregoing, except as set forth in Section 6.1 of the Disclosure Letter, the Sellers shall

38

not, with respect to the MAA Business, and shall ensure that the Company does not,

and the Company shall not, from the Signature Date until the Closing Date:

(i) amend its Organisational Documents other than as

contemplated under this Agreement;

(ii) split, combine or reclassify any Share Capital of the

Company other than as contemplated under this Agreement;

(iii) declare, set aside or pay any dividend or other

distribution (whether in cash, shares or property or any combination thereof) in

respect of the Share Capital of the Company;

(iv) redeem, repurchase or otherwise acquire any Share

Capital of the Company;

(v) issue, deliver or sell any Share Capital of the Company

other than as contemplated under this Agreement;

(vi) acquire (by merger, consolidation or otherwise),

directly or indirectly, any assets, securities, properties, interests or businesses other

than purchases of assets and content in the ordinary course of business;

(vii) sell, lease or otherwise transfer, or create or incur any

Encumbrance on, any Assets, of the Company or the MAA Business, other than sales

or dispositions or Encumbrances in the ordinary course of business consistent with

past practice;

(viii) acquire, sell, lease, license, transfer, pledge, encumber,

grant or dispose of (whether by merger, consolidation, purchase, sale or otherwise)

any Company Intellectual Property, or enter into any material Contract, or take any

action, with respect to any Company Intellectual Property outside the ordinary course

of business consistent with past practice, or do any act or knowingly omit to do any

act whereby any material Company Intellectual Property may become invalidated,

abandoned, unmaintained, unenforceable or dedicated to the public domain;

(ix) make any Loans, advances or capital contributions to,

or investments in, any subsidiaries;

(ix) (x) increase compensation or fringe benefits of any

current or former director, officer, employee or consultant of the Company, other

than as may be required by Law or existing Contract;

(xi) grant or increase any severance, retention or similar

payments to any current or former director, officer, employee or consultant of the

Company, other than as may be required by Law or existing Contract;

(xii) enter into any Contract that limits or otherwise restricts

in any material respect the MAA Business or the Company or that would reasonably

be expected, after the Closing Date, to limit or restrict in any material respect the

MAA Business, the Company, or the Purchasers from engaging or competing in any

line of business, in any location or with any Person; or consistent with past practices;

39

(x) (xiii) enter into, amend or modify in any respect or

terminate any Material Contract or IP License, in each case other than in the ordinary

course of business consistent with past practice, or otherwise waive, release or assign

any material rights, claims or benefits of the MAA Business or the Company;

(xi) (xiv) change any methods of accounting, except as

required by changes in Indian GAAP or as agreed torequired by its auditors;

(xii) (xv) file for bankruptcy or reorganisation or dissolve or

be liquidated;

(xvi) amend or cancel any insurance policies where the

consequence of such amendment or cancellation will be detrimental to the Company

or MAA Business;

(xvii) settle (A) any Action involving or against the

MAA Business, the Company or (if the settlement could have

any impact on the Company or the MAA Business) the

Sellers, as the case may be, in each case other than the

settlement of immaterial Actions in the ordinary course of

business, or (B) any Action that relates to the Contemplated

Transactions; or or

(xiii) (xviii) agree, commit or offer to do any of the

foregoing.

(b) From the Signature Date until the Closing, the Sellers shall

promptly supplement or amend the information given in this Agreement with respect

to any matter which may arise hereafter and which, if existing or occurring at or prior

to the Closing Date, would have been required to be set forth or described in this

Agreement or which makes it necessary to correct any information in this Agreement

or in any representation or warranty of the Sellers and/or the Company, which may be

rendered inaccurate thereby.

(c) From the Signature Date until the Closing, the Sellers shall

confer with the Purchasers concerning all matters of a material nature relating to or

likely to affect the Company or MAA Business.

Section 6.2 Confidentiality.

(a) Each of the Parties shall keep confidential and not disclose, and

shall direct those of its Affiliates, directors, officers, managers, partners, members,

shareholders, employees, attorneys, accountants, trustees, consultants, agents and

advisors (collectively, the “Representatives”) who have access to Confidential

Information to keep confidential and not disclose publicly or to any third party any

Confidential Information of the other Parties, and all information concerning the

Contemplated Transactions, for a period of three years, unless:

(i) such disclosure has been consented to in writing, in the

case of Confidential Information in respect of the Company, by the Company, or in

the case of Confidential Information in respect of the Sellers or their Affiliates, by

40

the Sellers, or in the case of Confidential Information in respect of the Purchasers or

their Affiliates, by the Purchasers;

(ii) such Confidential Information is already in the public

domain through no fault of the receiving Party;

(iii) such disclosure is required by an applicable Law or

Governmental Authority or the regulations of any Stock Exchange, if the receiving

Party gives the disclosing Party prompt notice thereof (to the extent legally

permitted), discloses only that portion of the Confidential Information that is legally

required to be disclosed and takes no action to oppose efforts to seek confidential

treatment of such Confidential Information;

(iv) such Confidential Information has been independently

developed by the receiving Party without reference to such Confidential Information

and without any breach of its obligations of confidentiality hereunder;

(v) such disclosure is required for such Party to enforce

this Agreement or defend or preserve its rights hereunder or is reasonably required in

connection with any litigation against or involving any of the Parties; or

(vi) such disclosure is required to obtain Tax or other

clearances or consents from applicable Governmental Authorities, or such disclosure

is necessary or required in connection with Tax filings.

(b) The foregoing shall not restrict the ability of each of the Parties

to disclose Confidential Information to its Representatives who are advised of the

confidential and/or proprietary nature of such Confidential Information and are bound

by confidentiality obligations (which may be contained in such Representative’s

engagement agreements or rules of professional conduct) that prohibit the further use

and disclosure of such Confidential Information to the extent such Representatives

need to know the Confidential Information for purposes of the Contemplated

Transactions.

(c) No Party shall use the name, likeness or trademarks of the other

Parties or their Representatives to express or imply any relationship or affiliation

between the Parties, or any endorsement of any product or service, or permit any of its

Affiliates to do so, without the other Parties' prior written consent.

(d) Each disclosing Party understands and agrees that (i) the

receiving Party and its Representatives may engage in lines of business that are the

same as or similar to those of the disclosing Party and that, wholly independent of the

information provided hereunder, the receiving Party and its Representatives may

currently or in the future be developing internally, or receiving from third parties,

information that coincidentally may be similar to portions of the information provided

hereunder and/or otherwise competitive with the disclosing Party's actual or future

projects or business, and (ii) wholly independent development by the receiving Party

and its Representatives of media content, products, programs, services, goods,

concepts, opportunities, documents or information that are coincidentally similar to

(but not, in whole or part, based upon) any Confidential Information disclosed

hereunder shall not be deemed to violate this Agreement.

41

Section 6.3 Access to Information. The Sellers shall cause the Company

to (a) give the Purchasers, their legal counsel, financial advisors, auditors and other

representatives reasonable access to the offices, properties, Books and Records of the

Company and the MAA Business during working hours on a Business Day, as the

case may be; and (b) furnish to the Purchasers, their legal counsel, financial advisors,

auditors and other representatives such information relating to the Company and the

MAA Business as may be reasonably requested.

Section 6.4 Filings and Required Consents; Further Assurances.

(a) Each of the Parties to this Agreement shall use all

commercially reasonable endeavours to:

(i) obtain any Consents (including those Consents set out

in Section 3.4 and/or Section 4.3 of the Disclosure Letter) required by such Party for

its execution and delivery of, and the performance of its obligations pursuant to, this

Agreement and the other Transaction Documents; and

(ii) make any Filings (including Filings listed in Section

3.4 and/or Section 4.3 of the Disclosure Letter), and thereafter make any other

submissions, required to be made by that Party in connection with the Contemplated

Transactions (together with (i), the “Required Consents and Notices”).

(b) The Sellers, the Company and the Purchasers shall coordinate,

cooperate and assist one another in connection with all actions to be taken pursuant to

Section 6.4(a), including the preparation and making of the Filings referred to therein

and, if requested, amending or furnishing additional information thereunder. To the

extent practicable, no Party will file any document or have any communication with

any Governmental Authority in relation to the matters contemplated by this

Agreement or any other Transaction Document without prior consultation with the

other Parties.

(c) Without limiting the generality of the foregoing, the Parties

shall make or cause to be made available all information reasonably requested by any

other Party to permit all Required Consents and Notices to be made with or to any

Governmental Authority as promptly as practicable after the date hereof. Each Party

shall promptly furnish or cause to be furnished all information and documents

reasonably required by the relevant Governmental Authority as may be appropriate in

order to obtain or make such Required Consents and Notices.

(d) Promptly following the receipt, in writing, by either of the

Parties of a Consent required in connection with the transactions contemplated by this

Agreement, such Party shall provide the other Parties with written notice of such

receipt.

(e) If any of the Parties receives a final written determination from

a Governmental Authority that an application for Consent has been rejected or will

not be granted, such Party shall promptly forward notice of such determination to the

other Parties, as applicable.

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(f) If any of the Parties receives a final oral determination from a

Governmental Authority that an application for Consent has been rejected or will not

be granted, such Party shall promptly forward a description of such determination to

the other Parties, as applicable.

(g) In no event shall the Purchasers or any of their Affiliates be

required (i) to commence or threaten to commence litigation; (ii) to agree to hold

separate, divest, license or cause a third party to purchase, any of the Assets or

businesses of the Purchasers, the Company or any of their respective Affiliates; or (iii)

to agree to any restrictions on the businesses of the Purchasers, the Company or any

of their respective Affiliates in connection with avoiding or eliminating any

restrictions to the consummation of the Contemplated Transactions under any

applicable Law or Order.

(h) During the period from the Signature Date to the earlier of the

Closing Date and the termination of this Agreement, each Party agrees to use its

reasonable endeavours to fulfil or obtain the fulfilment of the conditions precedent to

the consummation of the Contemplated Transactions as promptly as practicable,

including (i) the execution and delivery of any documents, certificates, instruments or

other papers that are reasonably required for the consummation of the Contemplated

Transactions, (ii) promptly as practicable making all registrations and Filings with,

and obtaining all necessary Consents from, all Governmental Authorities and taking

all reasonable steps as may be necessary or advisable to obtain an approval or waiver

from a Governmental Authority, and (iii) cause any Persons that it controls to approve

any shareholder resolutions or other corporate actions, and using its reasonable

endeavours to cause board resolutions to be passed by Persons that may be associated

or employed by it or its Affiliates, that are necessary to effect the transactions

contemplated by this Agreement.

Section 6.5 Expenses.

(a) Except as otherwise specifically provided in this Agreement,

the Parties shall bear their respective fees, costs and expenses incurred in connection

with the preparation, execution and performance of this Agreement and the other

Transaction Documents and the Contemplated Transactions, including all fees and

expenses of agents, representatives, legal counsels and accountants.

(b) The Sellers shall bear all fees, costs and expenses of the

Company incurred in connection with the preparation, execution and performance of

this Agreement and the other Transaction Documents and Contemplated Transactions,

including all fees and expenses of agents, representatives, legal counsels and

accountants.

(c) The Parties acknowledge and agree that SRH shall bear all fees,

costs and expenses relating to the Share Buyout and that the Purchasers in any event

shall bear no fees, costs and expenses in connection thereto.

(c) (d) Any stamp duty payable in respect of this Agreement or any

other Transaction Document (including on transfer of the Purchased Shares, if any)

43

shall be payable by Purchasers; except that the Purchasers shall not pay any stamp

duty in respect of the Share Buyout.8.

Section 6.6 Publicity.

(a) Except as may be required by applicable Law, none of the

Parties or their Affiliates shall issue a publicity release or public announcement or

otherwise make any public disclosure concerning this Agreement, the other

Transaction Documents or the Contemplated Transactions, without prior approval by

each of the Parties.

(b) If any public announcement is required by Law to be made by

any Party, prior to making such announcement, such Party shall deliver a draft of such

announcement to the other Parties and shall to the extent reasonably practicable give

the other Parties reasonable opportunity to comment thereon (to the extent permitted

by Law).

Section 6.7 Transfer of Shares. Except for the transactions contemplated

under this Agreement (including pursuant to Section 2.9) from the Signature Date

until the Closing Date, each of the Sellers agrees that it shall not transfer beneficial or

record ownership of any Share Capital of the Company to any Person without the

prior written consent of the Purchasers.

Section 6.7 Section 6.8 Exclusivity. Until the earlier of the Closing and

such time as this Agreement is terminated in accordance with Article XI, except for

the Contemplated Transactions, each of the Sellers and the Company shall not, and

each shall cause its and its Affiliates’ respective directors, officers and other

representatives not to, directly or indirectly, solicit, encourage or enter into any

negotiation, discussion or Contract, with any party, with respect to the sale of any

Share Capital or all or any material portion of the Assets of the Company or the MAA

Business, as the case may be, or any merger, recapitalisation or similar transaction

with respect to the Company or the MAA Business.

Section 6.8 Section 6.9 Dematerialization of the Purchased Shares. As

soon as practicable following the Signature Date and in any event prior to the

Closing Date, the Sellers shall procure, and make all arrangements required for, the

dematerialization of all the Purchased Shares, in accordance with applicable Law.

Section 6.10 Completion of the Share Buyout. As soon as practicable

following the Signature Date and prior to the Closing, SRH shall, and the other Sellers

shall use reasonable endeavours to cause SRH and the other parties to the Share

Buyout Documents to, perform their respective obligations under and carry out and

complete the Shares Buyout in accordance with the terms of the Share Buyout

Documents.

Section 6.9 Section 6.11 Termination of Existing Shareholders

Agreement. The applicable Sellers shall terminate (i) that certain Memorandum of

Understanding dated April 15, 2006 as amended on June 21, 2006, (2) that certain

8 To be discussed: Whether Sellers dematerialize shares prior to first closing.

44

Memorandum of Understanding dated December 30, 2006 and (3) any other

shareholders agreement, voting trust or other similar document among them.

Section 6.10 Section 6.12 Release. Effective as of the Closing, each Seller

hereby unconditionally and irrevocably waives any claims that such Seller, in its

capacity as a holder of Purchased Shares, has or may have in the future against the

Company and releases, on its own behalf and on behalf of its successors and assigns,

the Company, its Subsidiaries and their respective Affiliates, directors and officers,

from any and all Actions with respect thereto.

Section 6.11 Section 6.13 Certain Post-Closing Filings. The Company shall,

and the Sellers shall cause the Company to, within 30 (thirty) days from the Closing

Date, deliver to the Purchasers a certified true copy of e-Form 32 and e-Form 2 of the

Companies (Central Government’s) General Rules and Forms duly filed with the

Registrar of Companies along with receipts of filing in respect of the appointment of

the Directors nominated by the Purchasers on the Board and allotment of the

Subscribed Shares, along with proof of filing of the Foreign Inward Remittance

Certificate, the KYC Form, the Form FC-TRS and Form FC-GPR with the RBI

pertaining to the Purchased Shares.

ARTICLE VII

RESTRICTIVE COVENANTS

Section 7.1 Non-Compete; Non-Solicitation. Each Seller undertakes to

the Company and, as a separate obligation, to each Purchaser that, for a period of two

years after the Closing, such Seller shall not, directly or indirectly, whether alone or

jointly with any other Person and whether as shareholder, partner, director, principal,

consultant, officer, employee or agent or in any other capacity:

(a) carry on or be engaged, interested or concerned in, or assist

(whether by supplying management services or otherwise) any business which competes

with the MAA Business as is carried on from time to time (which, for sake of clarity,

shall include at a minimum the ownership or operation of a Telegu-language general

entertainment television channel);

(b) employ or engage the services of any employee of the Companyat

Closing);

(b) (c) induce, or endeavour to induce, any employee of the Company

to leave his or her position, whether or not that person would commit a breach of an

employment contract by so leaving.

Section 7.2 No Use of Names and Marks. No Seller shall at any time after

it ceases to hold any Shares use in any manner in the course of any business or (so far

as within its power) permit or encourage to be used, other than by the Company, any

name used by the Company or any other trade or business name or any mark, sign or

logo or any confusingly similar name, mark, sign or logo used by the Company, or

present itself or permit itself to be presented as in any way currently connected with

or interested in the business of the Company.

Section 7.3 Treatment of Restrictive Covenants.

45

(a) None of the provisions set forth in this Article VIII shall limit

or restrict in any way similar obligations contained in the Shareholders Agreement or

any other Transaction Document.

(b) Each Seller shall ensure that none of its Affiliates or Related

Persons takes or omits to take any action which, if taken or omitted to be taken by that

Seller, would constitute a breach of this Article VIII. Having regard to all the

circumstances, each of the Parties acknowledges that each of the obligations

contained in this Article VIII is reasonable as to subject matter, area and duration and

is necessary for the protection of the goodwill of the Company.

(c) Each of the obligations assumed by the Sellers in this Article VIII

shall be separate and severable and shall be construed and be enforceable independently

of the others.

(d) While the restrictions in this Article VIII are considered by the

Parties to be reasonable in all the circumstances, it is agreed that if any provision of this

Article VIII shall be judged by any court of competent jurisdiction or any arbitrator to be

void or unenforceable but would be valid if part of that provision were deleted, restricted

or limited in a particular manner, then that provision shall apply with such deletions,

restrictions or limitations as may be necessary to make it valid.

(e) Without prejudice to any other remedy which may be available,

each of the Parties agrees that injunctive or other equitable relief may be claimed in the

event of a breach of this Article VIII, it being acknowledged that a breach of any of those

clauses might cause injury in respect of which damages would not provide an adequate

remedy.

ARTICLE VIII

CONDITIONS TO CLOSING

Section 8.1 Conditions Precedent to the Closing.

(a) Conditions to the Parties’ Obligations. The obligation of the

Parties to consummate the Closing shall be subject to the satisfaction as of the Closing

Date of each of the following conditions:

(i) FIPB Approval. The Consent of the FIPB in respect

of the sale and purchase of all the Purchased Shares pursuant to this Agreement and

the other Contemplated Transactions shall have been obtained in a form satisfactory

to the Purchasers and shall remain in full force and effect;

(ii) RBI Approval. The Consent of RBI in respect of

receipt of consideration for the transfer of Purchased Shares held by any non-resident

Indian shall have been obtained in a form satisfactory to the Purchasers and shall

remain in full force and effect.

(ii) (iii) MIB Approval. The Consent of MIB in respect of

the change in the composition of the Board and the shareholding pattern of the

Company pursuant to this Agreement and the other Transaction Documents and the

renewal of the uplinking and downlinking license for the channel MAA TV required

46

in connection with the Contemplated Transactions shall have been obtained in a form

satisfactory to the Purchasers and shall remain in full force and effect.

(iii) (iv) Competition Clearance. If applicable, the Consent

under the (Indian) Competition Act, 2002, and the rules promulgated thereunder in

respect of the sale and purchase of all the Purchased Shares pursuant to this

Agreement and the other Contemplated Transactions shall have been obtained in a

form satisfactory to the Purchasers and shall remain in full force and effect.

(iv) (v) No Legal Prohibition. No Law shall be in effect,

no Order shall have been issued or litigation initiated by any Governmental

Authority that restrains, enjoins or prohibits the consummation of the sale and

purchase of all the Purchased Shares pursuant to this Agreement and the other

Contemplated Transactions.

(v) (vi) Shareholders Agreement. The Shareholders

Agreement shall remain in full force and effect.

(vii) Determination of the Company’s EBITDA. The

Company’s EBITDA shall have finally been determined pursuant to Section 2.6.

(b) Conditions to the Purchasers’ Obligations. The obligation of

the Purchasers to consummate the Closing shall be subject to the satisfaction, or

waiver in writing by the Purchasers, as of the Closing Date, of each of the following

conditions:

(i) Warranties. Each of the Sellers Fundamental

Warranties shall be true and correct as of the Closing Date. Each of the other

Warranties made by the Sellers that is not qualified by references to materiality shall

be true and correct in all material respects as of the Closing Date (except with respect

to Warranties which speak to an earlier date, in which case, as of such earlier date).

Each of the other Warranties made by the Sellers that is qualified by references to

materiality shall be true and correct as of the Closing Date (except with respect to

Warranties which speak to an earlier date, in which case, as of such earlier date).

(ii) Third Party Approvals: The Company shall have

obtained Consents for the Contemplated Transactions from each of the following

Persons: (A) Tata Communications Limited; (B) Sun Direct TV Private Limited; (C)

Kal Cables Private Limited; (D) Tata Teleservices Limited; (E) Google Ireland

Limited; and (F) Raaga LLC, in each case in connection with the respective Contract

executed by the Company and such Person.

(iii) Pay-Off Letters. The Company shall have delivered

duly executed Pay-off Letters to the Purchasers.

(v) Covenants and Agreements. The Sellers and the

Company shall have performed and complied in all material respects with all

covenants and agreements required by Clause 6.1 of this Agreement to be performed

and complied with by them prior to or on the Closing Date.

47

(vi) Completion of Share Buyout. The Share Buyout has

been completed on or prior to the Closing Date in accordance with the terms of the

Share Buyout Documents.

(vi) (vii) Conversion to Private Limited Company. The

Company shall have been converted from a public limited company into a private

limited company in India.

(vii) (viii) Amendment to Option Plan. The Option Plan

shall have been amended by the Company substantially in the form set forth in

Exhibit E and such amendment and shall remain in full force and effect.

(ix) Tax Certification. Each of the Sellers shall have

obtained a no-objection certificate from the relevant income tax authority under

Section 281 of the Income Tax Act, 1961 for transfer of the Shares (the “NOC”) and

furnished to the Purchasers, a copy of the NOC.

(c) Conditions to the Sellers’ Obligations. The obligation of the

Sellers to consummate the Closing shall be subject to the satisfaction, or waiver in

writing by the Sellers, prior to or at the Closing of each of the following conditions:

(i) Warranties. Each of the Purchasers Fundamental

Warranties shall be true and correct as of the Closing Date. Each of the other

Warranties of the Purchasers that is not qualified by references to materiality shall be

true and correct in all material respects as of the Closing Date (except with respect to

Warranties which speak to an earlier date, in which case, as of such earlier date).

Each of the other Warranties of the Purchasers that is qualified by references to

materiality shall be true and correct as of the Closing Date (except with respect to

Warranties which speak to an earlier date, in which case, as of such earlier date).

(ii) Covenants and Agreements. The Purchasers shall have

performed and complied in all material respects with all covenants and agreements

required by this Agreement to be performed and complied with by it prior to or on

the Closing Date.

ARTICLE IX

INDEMNIFICATION

Section 9.1 Survival of Warranties. All of the Warranties shall survive the

execution and delivery of this Agreement until the fifth anniversary ofend of 18

months from the Closing Date, except for (a) Sections 3.1 (Existence and Power), 3.2

(Authorisation; No Contravention), 3.3 (Title to Purchase Shares), 3.4 (Governmental

Authorisation; Third Party Consents), 3.7 (No Government Officials), 3.9 (Share

Buyout), 4.1 (Corporate Existence and Power), 4.2 (Authorisation; No

Contravention;), 4.3 (Governmental Authorisation; Third Party Consents and Notices)

and 4.8 (Capitalisation) which Warranties shall survive indefinitely, (b) Section 4.12,

which shall survive until the later to occur of (i) sixty (60) days after the lapse of the

statute of limitations with respect to the assessment of any Tax to which such

Warranty relates (including any extensions or waivers thereof), (ii) sixty (60) days

after the final administrative or judicial determination of the Taxes to which such

48

warranty relates and (iii) the seventh anniversary of the Closing Date, and (c and (b)

the Purchasers Fundamental Warranties, which shall survive indefinitely. For the

avoidance of doubt, no claim with respect to any Warranty may be asserted after the

expiration of its respective survival period under this Section 9.1, except for claims

arising out of any fact, circumstance, action or proceeding to which the Party

asserting such claims shall have given notice to the other Parties prior to the

termination of such survival period having reasonable belief that a liability will

subsequently arise therefrom.

Section 9.2 Indemnification of the Purchasers and the Sellers9. From and

after the Closing, the Sellers on the one hand, and the Purchasers, on the other hand,

shall indemnify and hold harmless, to the fullest extent permitted by applicable Law,

the other Party and the other Party’s directors, employees, officers, Affiliates,

partners, equity holders, legal counsels, financial advisors, auditors and other

representatives and their respective successors and assigns (collectively, the

“Indemnified Parties”) from, against and in respect of any and all Losses based

upon, arising out of or incurred as a result of any of the following:

(a) any breach of, or inaccuracy in, any Warranty, as of the date

hereof or as of the Closing Date, made by such Party in this Agreement or any

Transaction Document; or

(b) any breach or default in performance by such Party of any

covenant or obligation of such Party contained in this Agreement or any Transaction

Document.

Section 9.3 Tax IndemnificationLimitation of Liability: Notwithstanding

anything in this Clause 9:. From and after the Closing, the Sellers shall indemnify and

hold harmless, to the fullest extent permitted by applicable Law, the Purchasers and

their Indemnified Parties from, against and in respect of any and all Losses based

upon, arising out of or incurred as a result of [(i) any Taxes and any withholding

obligations with respect to the sale of the Purchased Shares, including in respect of

(ii) any Tax demand outstanding (disputed or otherwise) or arising within in respect

of any Tax claim with regard to the Sellers for all tax years or periods prior to the

Closing; (iii) any Taxes and any withholding obligations with respect to the Company

and the MAA Business for all Tax years or periods prior to the Closing, including

and (iv) any other Taxes arising out of the Contemplated Transactions, and any

related interest, penalties, reasonable attorney’s fees and other out-of-pocket

expenses, in each case, as and when incurred.]10

(a) The Sellers shall not be liable to indemnify, defend or hold harmless

the Purchasers under Clause 9.2 unless and until the cumulative aggregate amount of the Loss

whether relating to or arising out of a single claim or more than one claim equals or exceeds

INR 50,000,000 (Indian Rupees fifty million) (“Liability Threshold”). It is clarified that

9 TBD: Escrow for potential liabilities, including potential liability of Company

assets to charges involving individual sellers.

10 Subject to review and further comment by SPE’s tax counsel.

49

once the cumulative aggregate amount of the Loss equals or exceeds the Liability Threshold,

the Sellers shall be liable to and shall indemnify, defend, release and hold harmless the

Purchasers as set out in Clause 9.2, for all and every Loss irrespective of the amount,

including any and all Loss that is less than the Liability Threshold;

(b) the aggregate maximum liability of the Sellers under Clause 9.2 shall

not exceed 10% (ten percent) of the Purchase Consideration;

(c) The Sellers shall not be liable for (i) any matter or thing disclosed in

the the Disclosure Letter or in course of the due diligence exercise conducted by the

Purchaser and its advisors or (ii) any matter disclosed which could have been reasonably

discovered by a review of (i) above. Accordingly, the liability of the Sellers under Clause 9

herein are limited, restricted, modified and qualified as aforesaid.

Section 9.4 Third Party Claims.

(a) Promptly after the receipt by any Indemnified Party entitled to

indemnification pursuant to this Article IX of notice of the commencement of any

Action involving a third party (such Action, a “Third Party Claim”), such

Indemnified Party shall, if a claim with respect to it is to be made against any party or

parties obligated to provide indemnification pursuant to this Article IX (the

“Indemnifying Party”), give such Indemnifying Party written notice of such Third

Party Claim in reasonable detail in light of the circumstances then known to such

Indemnified Party; provided that the failure of such Indemnified Party to provide such

notice shall not relieve the Indemnifying Party of its obligations hereunder.

(b) The Indemnifying Party shall be entitled to assume the defense

of any Third Party Claim with counsel reasonably satisfactory to the Indemnified

Party, at the Indemnifying Party’s sole expense; provided that the Indemnifying Party

shall not be entitled to assume or continue control of the defense of any Third Party

Claim if (i) the Third Party Claim relates to or arises in connection with any criminal

Action, (ii) the Third Party Claim seeks an injunction or equitable relief against any

Indemnified Party, (iii) the Indemnifying Party has failed or is failing to defend in

good faith the Third Party Claim, or (iv) the Indemnifying Party has not

acknowledged that such Third Party Claim is subject to indemnification pursuant to

this Section 9.4(b).

(c) If the Indemnifying Party assumes the defense of any Third

Party Claim, (i) it shall not settle the Third Party Claim unless (A) the settlement does

not entail any admission of liability on the part of any Indemnified Party, and (B) the

settlement includes an unconditional release of each Indemnified Party, as applicable,

reasonably satisfactory to such Indemnified Party, from all Losses with respect to

such Third Party Claim, (ii) it shall indemnify and hold such Indemnified Party

harmless from and against any and all Losses caused by or arising out of any

settlement or judgment of such claim and may not claim that it does not have an

indemnification obligation with respect thereto, and (iii) such Indemnified Party shall

have the right (but not the obligation) to participate in the defense of such Third Party

Claim and to employ, at its own expense, counsel separate from counsel employed by

50

the Indemnifying Party; provided that the fees, costs and expenses of such counsel

shall be at the expense of the Indemnifying Party if the Indemnifying Party and the

Indemnified Party are both named parties to the proceedings and the Indemnified

Party shall have reasonably concluded that representation of both parties by the same

counsel would be inappropriate due to actual or potential differing interests between

them.

(d) Such Indemnified Party shall not settle any Third Party Claim if

the Indemnifying Party shall have any obligation as a result of such settlement

(whether monetary or otherwise) unless such settlement is consented to in writing by

the Indemnifying Party, such consent not to be unreasonably withheld or delayed.

(e) Each Party shall cooperate, and cause their respective Affiliates

to cooperate, in the defense or prosecution of any Third Party Claim. Any consent to

be given by any Purchaser related Indemnified Parties under this Section 9.4 shall be

given by the Purchasers acting on behalf of the Purchaser related Indemnified Parties

and any consent to be given by any Seller related Indemnified Parties under this

Section 9.4 shall be given by the Sellers acting on behalf of such Seller related

Indemnified Parties.

Section 9.5 Effect of Knowledge or Waiver of Condition. The right to

indemnification, payment of Losses or other remedies based on any Warranties,

covenants or agreements set forth in any Transaction Document or in any document

delivered with respect to any Transaction Document will not be affected and/or

qualified by any investigation conducted, or any Knowledge (including actual,

imputed or constructive Knowledge) or information acquired (or capable of being

acquired) at any time, whether before or after the execution and delivery of this

Agreement or the Closing Date with respect to the accuracy or inaccuracy of or

compliance with, any such Warranty, covenant or agreement (other than disclosures

made in the Disclosure Letter or the Purchasers Disclosure Letter ). The waiver of

any condition based on the accuracy of Warranty, or on the performance of or

compliance with any covenant or agreement, will not affect and/or qualify the right to

indemnification, payment of Losses, or other remedy based on such Warranties,

covenants or agreements.

Section 9.6 Set-Off. It is hereby agreed that the Purchasers shall have the

right to set-off any amount due and payable by the Purchasers to the Sellers under the

Transaction Documents against any amounts payable by the Sellers to the Purchasers

under the Transaction Documents.

ARTICLE X

TERMINATION

Section 10.1 Termination. This Agreement may be terminated on or prior

to the Closing Date as follows:

(a) By the written consent of the Purchasers and the Sellers.

(b) By the Purchasers, upon written notice to the Sellers, if there has

been a material breach of the Sellers’ Warranties, or a material breach of a covenant or

51

other agreement, of the Company or the Sellers contained in this Agreement, which

breach would cause any of the conditions set forth in Sections 8.1(b)(i) or 8.1(b)(v) not to

be satisfied, and such breach has not been cured by the Sellers or the Company, as

applicable, within 20 Business Days after receipt by the Sellers of written notice thereof

from the Purchasers or is not reasonably capable of being cured within such period.

(c) By the Sellers, upon written notice to the Purchasers, if there

has been a material breach of the Purchasers’ Warranties, or a material breach of a

covenant or other agreement, of the Purchasers contained in this Agreement, which

breach would cause any of the conditions set forth in Sections 8.1(c)(i) or 8.1(c)(ii)

not to be satisfied, and such breach has not been cured by the Purchasers within 20

Business Days after receipt by the Purchasers of written notice thereof from the

Sellers or is not reasonably capable of being cured within such period.

(d) By the Purchasers or the Sellers, upon written notice to the

other, if the Closing has not been consummated on or before (the “Termination

Date”); except that a Party shall not be entitled to terminate this Agreement pursuant

to this clause if such Party’s breach of this Agreement has prevented or materially

delayed the consummation of the Contemplated Transactions by the Termination

Date.

(e) By the Purchasers or the Sellers, upon written notice to the

other, if a court of competent jurisdiction or any other Governmental Authority shall

have issued a final, non-appealable Order preventing or prohibiting the consummation

of the Contemplated Transactions.

Section 10.2 Survival After Termination. If this Agreement is terminated in

accordance with Section 10.1, this Agreement shall become void and of no further

force and effect; provided, however, that (a) the provisions of Section 6.2

(Confidentiality), Section 6.6 (Publicity), this Section 10.2 (Survival After

Termination), Article IX (Indemnification), and Article XI (Miscellaneous) shall

survive the termination of this Agreement and (b) nothing herein shall relieve any

Party from any liability for fraud. Subject to aforesaid, neither Party shall have any

claim or liability towards the other.

ARTICLE XI

MISCELLANEOUS

Section 11.1 Governing Law. This Agreement and all claims or causes of

action (whether in contract or tort) that may be based upon, arise out of or relate to

this Agreement, or the negotiation, execution or performance of this Agreement shall

be governed by and construed in accordance with the Law of England, except that the

transfer of the Purchased Shares from the Sellers to the Purchasers and all matters

related to any Consents or notices in connection therewith that are required under

Indian Laws shall be governed by the Laws of India.India

Section 11.2 Resolution of Disputes.

(a) Any dispute arising out of or in connection with this Agreement

or any other Transaction Document, including any question regarding its existence,

52

validity or termination, shall be referred to and finally resolved by arbitration in

accordance with the rules of the LCIASIAC, which rules are deemed to be

incorporated by reference in this Section 11.2. The number of arbitrators shall be

three (one nominated by each of the Sellers and Purchasers respectively and the third

nominated by the two arbitrators appointed after such nomination by the Sellers and

the Purchasers). The seat, or legal place, of arbitration shall be London, United

KingdomSingapore. The language to be used in the arbitration proceedings shall be

English. Notwithstanding the foregoing, any Party may apply to any court of

competent jurisdiction for preliminary injunctive relief or other interim measures to

prevent a breach of this Agreement pending resolution of the dispute through

arbitration as contemplated above. Any arbitration shall be conducted in complete

confidence, and the fact that arbitration is taking place shall additionally be kept

confidential by the Parties. Any arbitral award rendered in accordance with this

Section 11.2 shall be enforceable by any court of competent jurisdiction, including (if

and to the extent determined by the arbitral tribunal) by Order for specific

performance.

(b) The Parties shall continue to perform their respective

obligations under this Agreement or any other Transaction Document to the extent

possible notwithstanding commencement of any proceedings in accordance with this

Section 11.2.

(c) Unless otherwise determined by the arbitral tribunal the Parties

shall bear and pay their own legal or other costs.

(d) Other than Section 9.1, Section 27 and Section 37(i)(a) of the

Arbitration Act, which shall only be applicable in accordance with Section 12.2(e),

Part I of the Arbitration Act, shall not be applicable to any arbitration under this

Section 11.2. The Parties waive any rights of application to the English courts for

determination of a point of Law under section 45 of the U.K. Arbitration Act 1996.

(e) Section 10, Section 27 and Section 37(i)(a) of the Indian

Arbitration Act shall apply only until such time as the Party not seeking relief under

this Section 11.2 appoints its nominee arbitrator.

(f) This Section 11.2 is severable from the rest of this Agreement

and shall remain in effect even if this Agreement fails to come into force or is

cancelled or otherwise terminated for any reason.

(g) Notwithstanding anything to the contrary herein, the Sellers

hereby irrevocably waive any right or remedy to seek and/or obtain injunctive or other

equitable relief or any Order with respect to, and/or to enjoin or restrain or otherwise

impair in any manner, the production, distribution, exhibition or other exploitation of

any motion picture, production or project related to the Purchasers or their Affiliates,

or the use, publication or dissemination of any advertising in connection with such

motion picture, production or project.

Section 11.3 Notices. Any notice or communication under this Agreement

shall be sent to the Parties in English at their respective addresses set forth below or

such other addresses as may from time to time be notified in accordance with this

Section 9.3. Notices may be sent by hand, by internationally recognized courier

53

service (e.g., DHL) or by fax (but not by email), and shall be deemed to be delivered

upon actual receipt.

(a) If to the Purchasers, to:

SPE Mauritius Holdings Limited

6th

Floor, Tower A

1 CyberCity

Ebène, Mauritius

Attention: General Counsel

Facsimile: +1-310-244-0510

and

SPE Mauritius Investments Limited

6th

Floor, Tower A

1 CyberCity

Ebène, Mauritius

Attention: General Counsel

Facsimile: +1-310-244-0510

with copies in each case (which shall not constitute notice) to:

Sony Pictures Entertainment Inc.

10202 W. Washington Blvd.

Culver City, CA 90232 USA

Attention: Corporate Legal Department

Facsimile: +1-310-244-2169

and

Paul, Weiss, Rifkind, Wharton & Garrison LLP

10 Noble Street

London EC2V 7JU

United Kingdom

Attention: David Lakhdhir

Facsimile: +44 20 7367 1650

(b) If to the Company, to:

MAA Television Network Limited

Aishwarya House

Plot # 770/C

Road # 44, Jubilee Hills

Hyderabad- 500 033

India

Attention:

Facsimile:

54

(c) If to the Sellers, to:

[name and address of Sellers’ Representative]

Section 11.4 Waiver; Amendments; Assignment.

(a) No failure or delay on the part of any Party in exercising any

right, power or remedy hereunder shall operate as a waiver of any further exercise

thereof or the exercise of any other right, power or remedy, nor shall any single or

partial exercise of any such right, power or remedy preclude any other or further

exercise thereof or the exercise of any other right, power or remedy. The remedies

provided for herein are cumulative and are not exclusive of any remedies that may be

available to the Parties at Law, in equity or otherwise.

(b) Any amendment, supplement or modification of or to any

provision of this Agreement, any waiver of any provision of this Agreement, and any

consent to any departure by any Party from the terms of any provision of this

Agreement, shall be effective only if it is made or given in writing and signed by all

of the Parties. Any such amendment, supplement, modification, waiver or consent

shall be binding upon the Parties.

(c) This Agreement is binding upon and inures to the benefit of the

successors and assigns of the parties, provided that there may be no assignment or

transfer of rights or obligations under this Agreement by any Party without the prior

written consent of the other Parties. Notwithstanding the foregoing, (i) this

Agreement may be assigned by Purchasers to any of their Affiliates without the

consent of the other Parties hereto.

Section 11.5 Specific Performance. Without limiting the rights of any Party

to pursue all legal and equitable rights available to it for another Party’s failure to

perform its obligations under this Agreement, the Parties agree that irreparable

damage may occur in the event that the provisions of this Agreement were not

performed by them in accordance with the terms hereof or were otherwise breached

and that each of the Parties shall be entitled to seek an injunction or injunctions to

prevent breaches of the provisions hereof and to seek specific performance of the

terms hereof, in addition to any other remedy at Law or equity.

Section 11.6 No Third Party Beneficiaries. Nothing in this Agreement shall

confer any rights, remedies or claims upon any Person not a party or a permitted

assignee of a party to this Agreement, except as set forth in Article IX

(Indemnification).

Section 11.7 Disclosure Letters.

(a) A matter shall be regarded as disclosed in the Disclosure Letter

or the Purchasers Disclosure Letter for the purposes of Articles III, IV or V, as

applicable, only to the extent that accurate information about that matter is contained

in the Disclosure Letter or the Purchasers Disclosure Letter, as the case may be, in

sufficient detail to identify the nature and scope of that matter and the Warranties

which are to be regarded as qualified by it. The provisions of this clause Section

55

11.7(a) shall prevail over any provision to the contrary in the Disclosure Letter or the

Purchasers Disclosure Letter, as applicable.

(b) Each Seller unconditionally and irrevocably waives any rights

it may have against, and undertakes not to make any claims against or pursue any

action to join in as a third party or seek a contribution or indemnity from (in each case

whether founded in negligence or otherwise), the Company, or any director,

employee, officer or agent of the Company, on whom the Sellers have or may have

relied, in connection with preparing the Disclosure Letter or agreeing to any terms of

this Agreement or any other Transaction Document. Nothing in this Section 11.7(b)

shall apply to restrict the Sellers' ability to make any claim against the Company or

any director, employee, officer or agent of the Company for fraud.

(c) From and after the date of this Agreement until the earlier of

the termination of this Agreement and the Closing, the Sellers shall promptly notify

the Purchaser by written update to the Disclosure Letter (a) if any Warranty made by

the Sellers was when made, or has subsequently become, untrue in any respect, (b) of

the occurrence or non-occurrence of any event the occurrence or non-occurrence of

which has caused or may reasonably be expected to cause any condition to the

obligations of any party hereto to effect the Contemplated Transactions not to be

satisfied or (c) of the failure of the Sellers or the Company to comply with or satisfy

any covenant, condition or agreement to be complied with or satisfied by them

pursuant to this Agreement which may reasonably be expected to result in any

condition to the obligations of any party hereto to effect the Contemplated

Transactions not to be satisfied. The delivery of any notice pursuant to this Section

11.7(c) shall not cure any breach of any Warranty requiring disclosure of such matter

or otherwise limit or affect the rights of, or the remedies available to, the Purchasers.

Section 11.7 Section 11.8 Miscellaneous.

(a) Each of the Warranties contained in this Agreement is separate

and is to be construed independently of the other Warranties and any other provisions

of this Agreement.

(b) The Parties acknowledge that each Party is entering into this

Agreement in reliance on the Warranties, covenants and agreements of the other

Parties contained in this Agreement.

(c) The Parties have been represented by counsel during the

negotiation and execution of this Agreement and waive the application of any Law or

rule of construction providing that ambiguities in any agreement or other document

shall be construed against the party drafting such agreement or other document.

(d) The descriptive headings in this Agreement are inserted for

reference only and are not intended to affect the meaning, construction and

interpretation of this Agreement.

(e) Except as so contemplated or as otherwise provided in this

Agreement, no Party shall, nor shall it purport to, assign, transfer, charge or otherwise

deal with all or any of its rights under this Agreement nor grant, declare, create or

dispose of any right or interest in it without the prior written consent of the other

56

Parties; provided the Purchasers shall have the right to assign any right or interest

herein (a) to any of its Affiliates, and (ii) for collateral purposes to any lender

providing financing to the Purchasers, without the consent of any other Parties.

(f) This Agreement contains all of the terms, conditions and

representations and warranties agreed to by the Parties relating to the subject matter

hereof and supersedes all prior and contemporaneous agreements, negotiations,

correspondence, undertakings and communications of the Parties or their

representatives, oral or written, respecting such subject matter.

(g) If any provision of this Agreement is held to be invalid or

unenforceable, then such provision shall (so far as it is invalid or unenforceable) be

given no effect and shall be deemed not to be included in this Agreement but without

invalidating any of the remaining provisions of this Agreement. The Parties shall then

use all reasonable efforts to replace the invalid or unenforceable provisions by a valid

and enforceable substitute provision the effect of which is as close as possible to the

intended effect of the invalid or unenforceable provision.

(h) This Agreement may be executed in any number of

counterparts, each such counterpart being deemed to be an original instrument, and all

such counterparts shall together constitute one and the same instrument. Facsimile

transmitted counterparts and pdf transmitted counterparts shall be deemed binding on

the Parties to this Agreement.

[Remainder of Page intentionally left blank]

IN WITNESS WHEREOF, the Parties have executed this Agreement

as of the date first above written.

MAA TELEVISION NETWORK

LIMITED

By:

Name:

Title:

SPE MAURITIUS HOLDINGS

LIMITED

By:

Name:

Title:

SPE MAURITIUS INVESTMENTS

LIMITED

By:

Name:

Title:

[SELLERS ON SCHEDULE I]

By:

Name:

Title:

2

SCHEDULE I

Sellers

EXHIBIT A

Shareholding Pattern

[See attached]

2

EXHIBIT B

Shareholders Agreement

3

EXHIBIT C

Sellers and Purchased Shares; Optionholders and Underlying Shares

[See attached]

[shares to be acquired by Purchasers in equal numbers]

4

EXHIBIT D

Amended Articles of Association

[See attached]

5

EXHIBIT E

Amended Option Plan

[See attached]

Document comparison by Workshare Professional on Saturday, July 21, 2012 4:27:35 PM

Input:

Document 1 ID file://D:\2009\MaaTV\Project Maa\MAA Share Purchase Agreement (6-25-12).doc

Description MAA Share Purchase Agreement (6-25-12)

Document 2 ID file://D:\2009\MaaTV\Project Maa\MAA Share Purchase Agreement (PP Comments 210712).doc

Description MAA Share Purchase Agreement (PP Comments 210712)

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