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SPE DRAFT 09/___/12

SHARE PURCHASE 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 2

Section 1.1 Definitions...............................................................................2Section 1.2 Table of Defined Terms........................................................10Section 1.3 Usage.....................................................................................11

ARTICLE II SALE OF SHARES 12

Section 2.1 Purchase and Sale of Purchased Shares................................12Section 2.2 Closing of Purchase..............................................................13Section 2.3 Withholding..........................................................................14Section 2.4 Sellers’ Representative..........................................................15Section 2.5 Transactions to be effected at the Closing............................15

ARTICLE III WARRANTIES OF THE SELLERS 18

Section 3.1 Existence and Power.............................................................18Section 3.2 Authorisation; No Contravention..........................................18Section 3.3 Title to Purchased Shares......................................................18Section 3.4 Governmental Authorisation; Third Party Consents.............19Section 3.5 Binding Effect.......................................................................19Section 3.6 Litigation; Orders..................................................................19Section 3.7 No Government Officials......................................................19Section 3.8 Compliance with Law; Anti-Bribery Laws...........................19Section 3.9 Share Buyout.........................................................................21Section 3.10 Broker’s, Finder’s or Similar Fees........................................21Section 3.11 Insolvency.............................................................................21Section 3.12 Taxation................................................................................21

ARTICLE IV WARRANTIES AS TO THE COMPANY 21

Section 4.1 Corporate Existence and Power............................................21Section 4.2 Authorisation; No Contravention..........................................22Section 4.3 Governmental Authorisation; Third Party Consents and

Notices..................................................................................22Section 4.4 Binding Effect.......................................................................22Section 4.5 Litigation; Orders..................................................................22Section 4.6 Compliance with Law; Anti-Bribery Laws...........................22Section 4.7 Statutory Records..................................................................23Section 4.8 Capitalisation........................................................................23Section 4.9 Financial Statements.............................................................24Section 4.10 Contracts...............................................................................24Section 4.11 Assets....................................................................................27Section 4.12 Taxes.....................................................................................28

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Section 4.13 No Material Change..............................................................29Section 4.14 Employees; Labour Matters..................................................29Section 4.15 Privacy of Customer Information.........................................31Section 4.16 Intellectual Property..............................................................31Section 4.17 Real Estate............................................................................32Section 4.18 Insurance...............................................................................32Section 4.19 Affiliates; Affiliate Transactions..........................................33Section 4.20 Accounting Controls.............................................................33Section 4.21 Sufficiency of Assets............................................................34Section 4.22 Broker’s, Finder’s or Similar Fees........................................34Section 4.23 Disclosure.............................................................................34Section 4.24 Stamp duty............................................................................34Section 4.25 Encumbrances and Loans.....................................................34Section 4.26 Insolvency.............................................................................34

ARTICLE V WARRANTIES OF THE PURCHASER 35

Section 5.1 Existence and Power.............................................................35Section 5.2 Authorisation; No Contravention..........................................35Section 5.3 Binding Effect.......................................................................35Section 5.4 Litigation; Orders..................................................................35Section 5.5 Insolvency.............................................................................35

ARTICLE VI COVENANTS AND UNDERTAKINGS 36

Section 6.1 Conduct of Business.............................................................36Section 6.2 Confidentiality......................................................................38Section 6.3 Access to Information...........................................................39Section 6.4 Filings and Required Consents; Further Assurances............39Section 6.5 Expenses...............................................................................41Section 6.6 Publicity................................................................................41Section 6.7 Transfer of Shares.................................................................41Section 6.8 Exclusivity............................................................................41Section 6.9 Dematerialization of the Purchased Shares...........................42Section 6.10 Termination of Existing Shareholders Agreement...............42Section 6.11 Release..................................................................................42Section 6.12 Certain Post-Closing Filings.................................................42

ARTICLE VII RESTRICTIVE COVENANTS 42

Section 7.1 Non-Compete; Non-Solicitation...........................................42Section 7.2 No Use of Names and Marks................................................43Section 7.3 Treatment of Restrictive Covenants......................................43

ARTICLE VIII CONDITIONS TO CLOSING 43

Section 8.1 Conditions Precedent to the Closing.....................................43

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ARTICLE IX INDEMNIFICATION 45

Section 9.1 Survival of Warranties..........................................................45Section 9.2 Indemnification of the Purchasers and the Sellers................46Section 9.3 Tax Indemnification..............................................................46Section 9.4 Limitation of Liability...........................................................46Section 9.5 Third Party Claims................................................................47Section 9.6 Effect of Knowledge or Waiver of Condition.......................48

ARTICLE X TERMINATION 48

Section 10.1 Termination...........................................................................48Section 10.2 Survival After Termination...................................................49

ARTICLE XI MISCELLANEOUS 49

Section 11.1 Governing Law.....................................................................49Section 11.2 Resolution of Disputes..........................................................49Section 11.3 Notices..................................................................................51Section 11.4 Waiver; Amendments; Assignment......................................52Section 11.5 Specific Performance............................................................52Section 11.6 No Third Party Beneficiaries................................................52Section 11.7 Disclosure Letters.................................................................52Section 11.8 Miscellaneous.......................................................................53

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SHARE PURCHASE AGREEMENT

SHARE PURCHASE 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, at Closing, in the aggregate, [30,888,290] 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; and

C. 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:

Article I

DEFINITIONS; USAGE

Section I.1 Definitions

.

(a) Capitalised terms used and not otherwise defined in this Agreement shall have the meanings ascribed to them in this Section I.1.

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“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 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 Indian Prevention of Money Laundering Act, 2002, and 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 balance sheet as at the end of such Financial Year and the related statements of income and cash flow for the Financial Year then ended of the Company, 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 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.

“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 and operating data, including any such records stored or maintained in electronic format or medium.

“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.

“Company Fundamental Warranties” means the warranties set forth in Section IV.1 (Corporate Existence and Power), Section IV.2 (Authorisation; No Contravention), Section 4.3 (Governmental Authorisation; Third Party Consents and Notices) ), Section 4.4 (Binding Effect), Section 4.5 (Litigation; Orders), Section 4.6 (Compliance with Laws; Anti-Bribery Laws) and Section IV.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.

“Condition of the Company” means the Assets, business, results of operations and/or financial condition of the Company.

“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.

“Employee Holders” means those employees of the Company listed on Schedule II hereto who hold Shares or options to acquire Shares.

“Employee Sellers” means those Employee Holders selling Shares to the Purchasers concurrent with the Closing pursuant to the Employee SPA.

“Employee SPA” means that certain Share Purchase Agreement of even date herewith among the Purchasers and the Employee Sellers.

“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.

“FEMA” means the Foreign Exchange Management Act, 1999 of India, and the rules and regulations promulgated thereunder.

“FIPB” means the Foreign Investment Promotion Board of India.

“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, flood, cyclone, earthquake, tornado or other extremely adverse weather conditions,, 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 only 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 any such Share Capital that is exercisable, convertible or exchanged into Shares 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.

“ICC” means International Chamber of Commerce.

“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, bond, debenture or other security or similar instrument; (iii) 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; (iv) any performance bond or letter of credit or any bank overdrafts and similar charges; (v) any accrued interest, premiums, pre-payment penalties, redemption fees, “breakage costs” and other obligations relating to the foregoing; and (vi) any indebtedness referred to in clauses (i) through (v) 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 Asset owned by, the Company.

“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.

“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; (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.

“Liabilities” means any Indebtedness, liability for Taxes, 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 business of the Company as it is conducted as of the applicable date. As of the date hereof, the MAA Business consists of ownership and operation of Telegu-language general entertainment television channels 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 constitute a Material Adverse Effect, and any changes or effects that arise out of the performance of this Agreement shall not by themselves constitute a Material Adverse Effect.

“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.

“Non-Seller Holders” means those Shareholders, other than the Employee Holders, who are not parties to this Agreement or the Shareholders Agreement and are listed on Schedule III hereto.

“Option Plan” means the amended Employee Stock Option Plan 2010 of the Company and the standard form Employee Stock Option Agreement, each in the forms attached hereto as Exhibit E, and as each may be further 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.

“Promoter Sellers” means each of Nimmagadda Prasad, Konidala Chiranjeevi, Akkineni Nagarjuna Rao, SRH, Septozen Corporate Services Limited and each Person who is either an Affiliate of any such Person or a Related Person of any such Person, in each case who is a Seller.

“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 V.1 (Existence and Power), Section V.2 (Authorisation; No Contravention), Section 5.3 (Binding Effect) and Section 5.4 (Litigation; Orders).

“RBI” means the Reserve Bank of India established under the Reserve Bank of India Act, 1934.

“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 Party 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.

“Related Person” in relation to an individual means a “relative” under the Act..

“Remaining Holders” means those Persons (other than the Purchasers, the Employee Holders and the Non-Seller Holders), who, immediately after the Closing, shall hold Shares or options to acquire Shares pursuant to the Option Plan.

“Sellers Fundamental Warranties” means the Warranties of the Sellers set forth in Section III.1 (Existence and Power), Section III.2 (Authorisation; No Contravention), Section III.3 (Title to Purchased Shares), Section 3.4 (Governmental Authorisation; Third Party Consents), Section 3.5 (Binding Effect), Section 3.6 (Litigation; Orders), Section 3.7 (No Government Officials), Section 3.8 (Compliance with Laws; Anti-Bribery Laws) and Section 3.9 (Share Buyout).

“Sellers’ Representative” means Mr. Chunduri Ramakrishna.

“Share Buyout” means the acquisition by SRH of [1,985,670] Shares held by certain minority Shareholders listed on Schedule IV hereto (being all Shareholders of the Company other than the Promoters Sellers, Chunkuri Ramakrishna, the Employee Holders and the Non-Seller Holders) pursuant to the terms of the Share Buyout Documents.

“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 .

“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 Holders 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.

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

“SRH” means Swapriya Raj Holdings Pvt. Ltd., 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.

“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 of the Company as of [30 June 2012], and the related statements of income and


cash flow of the Company for the quarter then ended, prepared in accordance with Indian GAAP.

“Warranties” means (i) in respect of the Sellers and the Company the representations and warranties contained in Articles Article III and Article 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.

Section I.2 Table of Defined Terms

. The following capitalised terms are defined in the following Sections of this Agreement:

Term Section

$.................................................................................................................(g)Agreement.......................................................................................PreambleClosing........................................................................................Section II.2Closing Date................................................................................Section II.2Company.........................................................................................PreambleCompany Intellectual Property..................................................................(a)Compliance Certificate..............................................................................(a)Financial Statements..................................................................................(a)Indemnified Parties....................................................................Section IX.2Indemnifying Party....................................................................................(a)IP Licenses.................................................................................................(c)Liability Threshold....................................................................................(a)Licensed Intellectual Property...................................................................(a)Material Contract.......................................................................................(a)NOC.....................................................................................Article VIII(vii)Error: Reference source not found..............................................Section II.3Owned Intellectual Property......................................................................(a)Per Share Price..........................................................................................(b)Purchased Shares...............................................................................RecitalsPurchasers.......................................................................................PreambleRepresentatives..........................................................................................(a)Required Consents and Notices................................................Article VI(ii)Error: Reference source not found..............................................Section II.3Rs...............................................................................................................(h)Rs. Crore....................................................................................................(h)Rs. Lakh....................................................................................................(h)Sellers..............................................................................................PreambleShare Consideration...................................................................................(a)SPEMH...........................................................................................PreambleTermination Date.......................................................................................(d)Third Party Claim......................................................................................(a)USD...........................................................................................................(g)Withholding Tax Amount..........................................................................(a)


Section I.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;

(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; and

(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.

Article II

SALE OF SHARES

Section II.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 (such Seller’s “Share Consideration”).

(b) “Per Share Price” means the quotient of (i) Rs. 10,598,857,610, divided by (ii) the aggregate number of Shares on a Fully Diluted Basis immediately before the Closing Date.

Section II.2 Closing of Purchase

. The closing of the sale and purchase of the Purchased Shares in terms of this Agreement (the “Closing”) shall take place at the offices of Amarchand & Mangaldas & Suresh A Shroff & Co, 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 II.3 Withholding

.

(a) The Purchasers shall be entitled to deduct and withhold from any amounts otherwise payable hereunder to any Seller such amounts as they


determine in their sole and absolute discretion that they are 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 2.6(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 II.4 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.

Section II.5 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 (provided that no such disclosure as to a Sellers Fundamental Warranty shall qualify such Sellers Fundamental Warranty and no such disclosure as to a Company Fundamental Warranty shall qualify such Company Fundamental Warranty); (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 VIII; (iii) no event has occurred which has or is reasonably likely to have a Material Adverse Effect and (iv) no event of wrongdoing or accusation of wrongdoing on the part of the Company or any Affiliate of Company, or on the part of any Seller or Affiliate of a Seller in connection with the Company or any Affiliate of Company, shall have occurred that materially adversely affects or would affect the reputation of, or results or would result in material negative publicity for, the Purchasers, the Company or any Affiliate of Purchasers or the Company (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) a copy of the fully completed draft Form FC-TRS (along with the annexures required therein) shall be submitted to the Authorised Dealer by each of the Sellers and the Authorised Dealer’s confirmation that the same is in acceptable format and can be filed immediately upon Closing shall be obtained by the Sellers and provided to the Purchasers;

(d) 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;

(e) the Sellers shall cause the 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) 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;

(ii) 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;

(iii) the Board shall be re-constituted in terms of the Shareholders Agreement to comprise of seven members (four nominees of the Purchasers and three nominees of the Sellers) and appropriate resignation letters (without liability to the Company) shall be obtained from such number of resigning Directors (including N. Prasad) as is necessary to have a seven-member Board;

(iv) 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;


(v) the Board shall approve the adoption by the Company of the Sony Pictures Entertainment Code of Business Conduct, the Sony Pictures Anti-Bribery Policy, the Sony Pictures Privacy Policy, the Sony Finance Policy and all other policies of Sony Pictures Entertainment Inc. and Sony Corporation specified by Purchasers; and

(vi) the Board shall recommend to the Shareholders of the Company, and shall take all other required steps (subject to the approval of the Central Government of India), to remove the then current Accountant and to appoint PricewaterhouseCoopers to serve as the Accountant.

(f) 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, (ii) pass resolutions to amend the articles of association of the Company substantially as set forth in Exhibit D and (iii) subject to the approval of the Central Government of India, remove the then current Accountant and appoint PricewaterhouseCoopers to serve as the Accountant.

(g) 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;

(h) within a period of 10 days from 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 reconstitution 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;

(iii) provide to the Purchasers certified true copies of all Board and Shareholder resolutions passed by the Company in connection with or at the Closing; and

(iv) 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;

(i) 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 prescribed by applicable Law, issued by a chartered accountant or a SEBI Category I merchant banker; and

(j) 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 III.1 Existence and Power

.

(a) Such Seller (if such Seller is not a natural Person) (i) is a private limited company duly organised, validly existing and in good standing under the Law of India, (ii) is a “Person resident in India” as such term is defined under FEMA, and (iii) has 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.

(b) Such Seller (if such Seller is a natural person) (i) has the power and capacity to execute and deliver this Agreement and each of the other Transaction Documents to which it is a party and (ii) is a “person resident in India” as such term is defined under FEMA.

Section III.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), any Contract of such Seller, or any Law applicable to such Seller, (iv) do not violate, conflict with or result in the creation of, any Encumbrance in respect of any Shares or any of the Company’s Assets, and (v) 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, restricting or adversely affective the ability of the Seller to sell the relevant Purchased Shares under, and in terms of, this Agreement.

Section III.3 Title to Purchased Shares

.

(a) Exhibit C sets forth such Seller’s record ownership of Share Capital of the Company 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. 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 held by such Seller in dematerialised form and 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 III.4 Governmental Authorisation; Third Pa rty Consents

. Except as set forth in Section III.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 III.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, the legal, valid and binding obligations of such Seller, enforceable against it in accordance with their terms.

Section III.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 III.7 No Government Officials

. Except as set forth in Section 3.7 of the Disclosure Letter, 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 III.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’s Shares were not acquired using proceeds that were, directly or indirectly, obtained from any action or activity in violation of any Law or Order, and such Seller has no Knowledge of any claim, charge or allegation by or on behalf of any Governmental Authority that any of such Seller’s Shares were acquired using proceeds that were, directly or indirectly, obtained from any action or activity in violation of any Law or Order.

(c) 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.

(d) Neither such Seller nor any director, officer , agent , employee or Affiliate of such Seller has made, attempted to make or agreed to make any act corruptly in furtherance of an offer, payment, promise to pay, or authorisation of the payment of any money, or offer, gift, promise to give, or authorisation of the giving of anything of value to:

(i) any Governmental Authority, Government Official or any candidate for Government Official office for purposes of:

(A) (1) influencing any act or decision of such Governmental Authority, Government Official or candidate in its or her official capacity, (2) inducing such Governmental Authority, Government Official or candidate to do or omit to do an act in violation of the lawful duty of such Governmental Authority, Government Official or candidate, or (3) securing any improper advantage; or

(B) inducing such Governmental Authority, Government Official or candidate to use its or her influence with a Governmental Authority to affect or influence any act or decision of such Governmental Authority,

in order to assist the Company or its Affiliates in obtaining or retaining business for or with, or directing business to, any Person, or

(ii) any Person, while knowing that all or a portion of such money or thing of value will be offered, given, or promised, directly or indirectly, to any Governmental Authority, Government Official, or any candidate for Government Official office, for purposes of:

(A) (1) influencing any act or decision of such Governmental Authority, Government Official or candidate, in its or her official capacity, (2) inducing such Governmental Authority, Government Official or candidate to do or omit to do any act in violation of the lawful duty of such Governmental Authority, Government Official or candidate, or (3) securing any improper advantage; or



in order to assist the Company or its Affiliates in obtaining or retaining business for or with, or directing business to, any Person.

Section III.9 Share 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 III.10 Broker’s, Finder’s or Similar Fees

. There are no brokerage commissions, finder’s fee or similar fees or commissions payable by such Seller in connection with the Contemplated Transactions.

Section III.11 Insolvency

. Neither such Seller nor any part of its assets or properties or undertakings are involved in or subject to any voluntary, or to the knowledge of such Seller, 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. Such Seller is not in receivership or liquidation and has not taken any steps to enter into receivership or liquidation. Such Seller has not received any intimation of filing of a winding- up petition against such Seller.

Section III.12 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 to the Purchasers.

Article IV

WARRANTIES AS TO THE COMPANY

Except as set forth in the Disclosure Letter, each of the Sellers, jointly and severally, represents and warrants to the Purchasers, as at the Signature Date and at the Closing Date, as follows:1

Section IV.1 Corporate Existence and Power

1 Subject to revision based on AMSS’s diligence findings.


. 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 IV.2 Authorisation; No Contravention .

(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 Purchased Shares and payment therefor, the Purchasers will acquire good and valid title to the PurchasedShares, free and clear of all Encumbrances.

Section IV.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 IV.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 IV.5 Litigation; Orders

. Except as set forth in Section IV.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 IV.6 Compliance with Law; Anti-Bribery Laws


.

(a) The Company is in compliance with all Laws and Orders (including but not limited to all Telecom Regulatory Authority of India regulations 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.

(e) Neither the Company nor any director, officer, agent, employee or Affiliate of the Company acting on behalf of the Company or in relation to the Company has made, attempted to make or agreed to make any act corruptly in furtherance of an offer, payment, promise to pay, or authorisation of the payment of any money, or offer, gift, promise to give, or authorisation of the giving of anything of value to:

(i) any Governmental Authority, Government Official or any candidate for Government Official office for purposes of:

(A) (1) influencing any act or decision of such Governmental Authority, Government Official or candidate in its or her official capacity, (2) inducing such Governmental Authority, Government Official or candidate to do or omit to do an act in violation of the lawful duty of such Governmental Authority, Government Official or candidate, or (3) securing any improper advantage; or



in order to assist the Company or its Affiliates in obtaining or retaining business for or with, or directing business to, any Person, or

(ii) any Person, while knowing that all or a portion of such money or thing of value will be offered, given, or promised, directly or indirectly, to any Governmental Authority, Government Official, or any candidate for Government Official office, for purposes of:

(A) (1) influencing any act or decision of such Governmental Authority, Government Official or candidate, in its or her official capacity, (2) inducing such Governmental Authority, Government Official or candidate to do or omit to do any act in violation of the lawful duty of such Governmental Authority, Government Official or candidate, or (3) securing any improper advantage; or


in order to assist the Company or its Affiliates in obtaining or retaining business for or with, or directing business to, any Person,

Section IV.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, FIPB and MIB and the registrar of companies that has jurisdiction over it and such returns are true, accurate and complete.

Section IV.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. The Shares owned by the Sellers together with the Shares owned by the Non-Seller Holders and the Employee Holders constitute all of the issued and outstanding Shares of the Company.

(b) Section 4.8(b) of the Disclosure Letter sets forth 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. 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 consist 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.

Section IV.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]2 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 IV.10Contracts

(a) .

(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 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;

2 Date of the unaudited financial statements.


(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 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;

(xix) Any Contract under which by virtue of the Contemplated Transactions, (i) the Company is likely to be in default or lose any


benefit, right or licence which it currently enjoys or (iii) a liability or obligation of the Company is likely to be created or increased; or

(xx) 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.

Section IV.11Assets

.

(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 (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 and/or control of all its Assets and there are no circumstances which might result in any Governmental Authority seizing, attaching or expropriating any such 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 IV.12Taxes

.3

(a) Except as disclosed in (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 and are complete in all respects, the contents of all Tax Returns are accurate and adequate disclosures have been made therein. The Company has and continues to maintain adequate documentation in respect of claims made in the Tax Returns. 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 (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

(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

3 Subject to revision after review by Sony Tax.


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 (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 (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.

(k) The tax Returns are complete in all respects and contents of the tax returns are accurate.

(l) Adequate disclosures have been made in the Tax Returns, thereby, resulting in no penalty exposure under the Income Tax Act, 1961.


(m) The Company has maintained adequate documentation in respect of the claims made in the Tax Returns.

(n) Except as disclosed in Section 4.12 of the Disclosure Letter, no director or officer of the Company has within the previous three years paid or become liable to pay, and there are no circumstances by reason of which the Company or such director or officer may become liable to pay to any tax authority, any penalty, fine, surcharge or interest in respect of Tax.

(o) The Company is not liable for any Tax as the agent of any other Person nor does the Company constitute a permanent establishment of any other Person.

(p) The Company has not entered into or been a party to any scheme or arrangement containing one or more steps which have no commercial purpose other than the avoidance of Tax or reducing or deferring taxation.

(q) No transaction in respect of which any consent, ruling, confirmation or clearance (each a “ruling”) was required or sought from any Tax Authority has been entered into or carried out by the Company without such ruling having first been properly obtained and all information supplied to any Tax Authority in connection with any such ruling fully and accurately disclosed all facts and circumstances material to the giving of such ruling. Any transaction for which such ruling was obtained has been carried out only in accordance with the terms of such ruling and the application on which the ruling was based and at a time when such ruling was valid and effective. No facts or circumstances have arisen since any such ruling was obtained which would cause the ruling to become invalid or ineffective.

Section IV.13No Material Change

. Since 31 March 2012 (i) there has not been any Material Adverse Effect, (ii) neither the Company nor the Sellers have 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 VI.1 (a) .

Section IV.14Employees; 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 (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 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.

(k) The Company has maintained records regarding the service of each employee (including details of the terms of employment, payments of statutory sick pay and maternity pay, disciplinary and grievance matters, health and safety matters, income tax and social security contributions, wage and time records) which are current in all material respects.

Section IV.15Privacy 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 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 IV.16Intellectual 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 (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 (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.


(g) The Licensed Intellectual Property will not be lost or rendered liable to termination, by virtue of the Contemplated Transactions.

(h) There are no outstanding or, to the Knowledge of the Sellers, threatened claims from current or former directors, managers or employees of the Company for compensation or remuneration for copyright works created or anything similar.

(i) Complete and accurate records, files and documents have been maintained for all the Company Intellectual Property and the Licensed Intellectual Property and the records, files and documents are in the possession of or under the control of the Company.

Section IV.17Real Estate

.

(a) A true and complete list and description of all Real Estate leased or licensed by the Company is set forth in (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.

(g) The Company has provided copies of all material deeds and documents relating to the Company’s interest in or use of any Real Estate, which in each case are accurate in all material respects.

(h) There are no disputes, liabilities, claims or demands relating to or in respect of the Real Estate or their use which are material and current.


Section IV.18Insurance

.

(a) The Company, its businesses and material Assets are insured under policies set forth in (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 IV.19Affiliates; Affiliate Transactions

.

(a) (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) (b) of the Disclosure Letter sets forth a true, correct and complete list of all of the Related Party Agreements. All of the Related Party Agreements have been entered into on arm’s length terms. Except as set forth in (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 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 (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 IV.20Accounting Controls

(a) . 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 IV.21Sufficiency of Assets

(a) . 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. Except as set forth in Section 4.21 of the Disclosure Letter, the Company does not depend in any material respect on the use of Assets owned, or facilities and services provided, by any of the Sellers or their Affiliates.

Section IV.22Broker’s, Finder’s or Similar Fees

(a) . 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 IV.23Disclosure

. 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 IV.24Stamp 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 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 IV.25Encumbrances 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 IV.26Insolvency

(a) Neither 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 PURCHASERS

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 V.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 V.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 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 V.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 V.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 V.5 Insolvency

. Neither the Purchaser nor any part of its assets or properties or undertakings are involved in or subject to any voluntary, or to the Knowledge of the Purchasers, involuntary, insolvency and/or bankruptcy proceedings that are pending before any judicial or quasi judicial authority. The Purchaser has not stopped or suspended payment of debts or become unable to pay such debts. The Purchaser is not in receivership or liquidation and has not taken any steps to enter into receivership or liquidation. The Purchaser has not received any intimation of filing of a winding- up petition against the Purchaser.

Article VI

COVENANTS AND UNDERTAKINGS

Section VI.1 Conduct of Business

.

(a) From the Signature Date until the Closing, the Promoter 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 in compliance with all applicable Laws 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 VI.1 of the Disclosure Letter, the Sellers shall 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 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;

(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 or consistent with past practice;

(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 or consistent with past practice;

(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;


(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;

(xiv) change any methods of accounting, except as required by changes in Indian GAAP or as required by the Company’s auditors;

(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 materially 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

(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’ Representative shall confer with the Purchasers concerning all matters of a material nature relating to or likely to affect the Company, MAA Business or the Purchased Shares.

Section VI.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


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.


Section VI.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 VI.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 III.4 and/or Section IV.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 III.4 and/or Section IV.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 (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.

(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 VI.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.


(d) Any stamp duty payable in respect of this Agreement or any other Transaction Document (including on transfer of the Purchased Shares, if any) shall be payable by Purchasers, but only if this Agreement is executed by the Parties in the State of Andhra Pradesh or outside of India. Notwithstanding the foregoing, the Purchasers shall not pay any stamp duty in respect of the Share Buyout

Section VI.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 VI.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 VI.8 Exclusivity

. Until the earlier of the Closing and such time as this Agreement is terminated in accordance with Article X I , 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 VI.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 Shares, in accordance with applicable Law.

Section VI.10Termination 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 Memorandum of Understanding dated December 30, 2006 and (3) any other shareholders agreement, voting trust or other similar document among them.

Section VI.11Release

. 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 VI.12Certain 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 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, along with proof of filing of the Foreign Inward Remittance Certificate, the KYC Form and the Form FC-TRS with the RBI pertaining to the Purchased Shares.

Section 6.13 Future Acquisitions from Non-Seller Holders. From and after the Signature Date, Nimmagadda Prasad, SRH and Septozen Corporate Services Limited shall use their best efforts to locate the Non-Seller Holders and acquire the Shares held by such Non-Seller Holders.

Article VIIRESTRICTIVE COVENANTS

Section VII.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 at Closing);

(b) employ or engage the services of any employee of the Company or any subsidiary thereof;

(c) induce, or endeavour to induce, any employee of the Company or subsidiary thereof to leave his or her position, whether or not that person would commit a breach of an employment contract by so leaving.


Section VII.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 VII.3 Treatment of Restrictive Covenants

.

(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 VIIICONDITIONS TO CLOSING

Section VIII.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) 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 each of the MAA Channels shall have been obtained in a form satisfactory to the Purchasers and shall remain in full force and effect.

(iii) 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) 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 or may potentially rescind the Contemplated Transactions or adversely affect the title to the Purchased Shares.

(v) Shareholders Agreement . The Shareholders Agreement shall remain in full force and effect.

(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 and Company 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 Person with whom the Company has entered into a Contract described in Sections 4.10(a)(v), 4.10(a)(xviii) and 4.10(a)(xix), including but not limited to 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; (F) Raaga LLC; (G) Axis Bank, (H) Kotak Bank and (I) State Bank of India, in each


case in connection with the respective Contract executed by the Company and such Person, and in each case without imposing (i) any suretyship, guaranty or other obligations on Purchasers or any of Purchasers’ Affiliates or (ii) any obligations on the Company not approved in writing by Purchasers.

(iii) Covenants and Agreements . The Sellers and the Company 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 them prior to or on the Closing Date.

(iv) Completion of Share Buyout . The Share Buyout has been completed prior to the Closing Date in accordance with the terms of the Share Buyout Documents.

(v) Conversion to Private Limited Company . The Company shall have been converted from a public limited company into a private limited company in India.

(vi) Amendment to Option Plan . The Option Plan shall have been amended by the Company in the form set forth in Exhibit E and such amendment and shall remain in full force and effect, and each Optionholder shall have executed the modified standard form Employee Stock Option Agreement in the form set forth in Exhibit E.

(vii) 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 (a “NOC”) and furnished to the Purchasers a copy of the application for the NOC and a copy of such NOC.

(viii) No event of wrongdoing or accusation of wrongdoing on the part of the Company or any Affiliate of Company, or on the part of any Seller or Affiliate of a Seller in connection with the Company or any Affiliate of Company, shall have occurred that, in the good faith determination of the Purchasers, materially adversely affects or would affect the reputation of, or results or would result in material negative publicity for, the Purchasers, the Company or any Affiliate of Purchasers or the Company.

(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 IX.1 Survival of Warranties

. All of the Warranties shall survive the execution and delivery of this Agreement until the second anniversary of the Closing Date, except for (a) the Fundamental Warranties, which Warranties shall survive indefinitely, (b) Section IV.12, which shall survive until 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), and (c) any Warranties made fraudulently, which Warranties 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 IX.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 IX.2 Indemnification of the Purchasers and the Sellers

. Subject to the limitations set forth in this Article IX, 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, 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 made by such Party in this Agreement or any Transaction Document (other than any Fundamental Warranty) made by such Party; 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, or any breach of, or any inaccuracy in, any of the Fundamental Warranties made by such Party or in any document delivered with respect thereto.

Section IX.3 Tax Indemnification


.4

(a) From and after the Closing, the Sellers shall indemnify, defend 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 (including, in each case, any related interest, penalties, reasonable attorney’s fees and other out-of-pocket expenses, as and when incurred) 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 connection with (x) any lack of validity or revocation of any NOC issued to a Seller or an Employee Seller or (y) the failure by any Employee Seller to furnish the Purchasers with a copy of an NOC prior to the Closing, or , (ii) any Tax demand outstanding (disputed or otherwise) or arising in respect of any Tax claim with regard to any Seller, (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, (iv) without limiting clause (iii) above, any Tax liability incurred by or claim made upon the Company for all Tax years or periods prior to the Closing with respect to any transaction with Related Parties, any transactions in breach or non-compliance of any Consent required or sought under applicable Law from any Tax Authority, any withholding Tax liability arising out of any transactions of the Company or any VAT liability on account of any licensing or procurement of content or any other business activity of the Company, and any service Tax liability on account of any business transactions whatsoever. Notwithstanding the foregoing, the Sellers shall not be required to indemnify the Purchasers and/or the Indemnified Parties in respect of any outstanding Losses as set out in item (iii) above to the extent that provision has been made in the Audited Financial Statements, Unaudited Financial Statements or Tax Returns of the Company for such applicable Taxes to the fullest extent permitted under applicable law; provided however that the Sellers shall be liable to indemnify the Purchasers and/or the Indemnified Parties in respect the deficit (if any) between the actual Losses and any provision for the same in the Audited Financial Statements, Unaudited Financial Statements or Tax Returns of the Company, as aforementioned.

(b) Without prejudice to the foregoing, from and after the Closing, the Sellers shall indemnify, defend and hold harmless, to the fullest extent permitted by applicable Law, the Purchasers and 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 Taxes owed or payable by Sellers or the Company for which indemnification is owed pursuant to this Section 9.3. In this regard, in the event that any Indemnified Party or the Company receives a written communication from a Governmental Authority seeking to recover Taxes due for the period prior to the Closing Date and/or declaring its intention to treat the transfer of any or all of the Purchased Shares to the Purchasers as void under Section 281 of the Income Tax Act, 1961 (a “Tax Notice”):

(i) To the extent in their possession, the Purchasers shall provide the Sellers with a copy of the Tax Notice promptly upon the receipt thereof.

(ii) the Sellers shall, within the earlier of 15 (fifteen) days after receipt of a copy of the Tax Notice or such time period as may be stipulated in the Tax Notice (including any extension of time duly obtained), elect to make

4 Subject to review by Sony Tax


payment of all amounts claimed under the Tax Notice or to contest the Tax Notice before the relevant Governmental Authority. In case the Sellers elect to make the payment or fail to elect within the period specified in the Tax Notice, the Sellers shall forthwith and within the time specified in the Tax Notice, in co-ordination with the Purchasers and the Company, make such payments such that the Tax Notice is disposed off and/or settled and the Purchasers and Company suffer no Loss on account of the same. In case Sellers elect to contest the demands made under the Tax Notice, they shall provide to the Purchasers the Sellers’ objection to be filed against the Tax Notice. The process of responding to (including to contest the demand thereunder) the Tax Notice shall be carried out by the Purchasers, and the Sellers shall cooperate with the Purchasers; for the avoidance of doubt, the Purchasers shall be entitled to make any payments demanded under the Tax Notice at the time required.

(iii) In case the Sellers fail to receive a favorable, non-appealable order from a Governmental Authority, the Sellers shall promptly pay the amounts demanded pursuant to the Tax Notice to the concerned Governmental Authority, which payment shall be made in any event at least 5 (five) days prior to the last date on which such amounts are required to be deposited with the Governmental Authority, or to the Company or the applicable Indemnified Party if the Company or the applicable Indemnified Party has already paid such amount. In this regard, the Sellers hereby agree and confirm that they shall preserve their cash flows and maintain sufficient liquidity to discharge any potential liability arising out of a Tax Notice.

(c) Nothing contained in this Section 9.3 shall be construed to limit the Sellers’ obligation to indemnify, defend and hold harmless the Purchasers and/or the Indemnified Parties from any Losses arising, directly or indirectly, from or in connection with the results from any attachment of, or charge against, or other liability whatsoever attaching to the Purchased Shares, under Section 281(1) of the Income Tax Act, 1961 or any other applicable provision in respect of any outstanding Tax claim arising out of pending proceedings on the date of or pursuant to the sale of the Purchased Shares by the Sellers, under this Agreement.

Section IX.4 Limitation of Liability

. Notwithstanding anything to the contrary contained in Article IX:

(a) The Sellers shall not be liable to indemnify, defend or hold harmless the Purchasers under Section 9.2(a) 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 Rs. 50,000,000 (Indian Rupees fifty million) (“Liability Threshold”). It is clarified that 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 Section 9.2(a), 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 Section 9.2(a) shall not exceed 100% (one hundred percent) of the aggregate of (i) the


Purchase Consideration and (ii) the consideration paid to the Employee Sellers pursuant to the Employee SPA;

(c) Subject to Section 11.7, the Sellers shall not be liable for any matter or thing disclosed in the the Disclosure Letter. Accordingly, the liability of the Sellers under Clause 9 herein is limited, restricted and qualified as aforesaid.

(d) The limitations of liability set forth in this Section 9.4 shall not apply with respect to breach of any Warranty given fraudulently, to any wilful misrepresentation given in a Warranty or to any breach of Warranty arising from a material non-compliance with applicable Law.

Section IX.5 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 (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 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 IX.5 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 IX.5 shall be given by the Sellers acting on behalf of such Seller related Indemnified Parties.

Section IX.6 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 9.7 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 (subject to the terms of any such Transaction Document regarding set-off).

Article X

TERMINATION

Section X.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 other agreement, of the Company or the Sellers contained in this Agreement, which breach would cause any of the conditions set forth in Sections Article VIII(i) or Article VIII(iii) 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 Article VIII(i) or Article VIII(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 12 month anniversary of the date hereof (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 X.2 Survival After Termination

. If this Agreement is terminated in accordance with Section X.1, this Agreement shall become void and of no further force and effect; provided, however, that (a) the provisions of Section VI.2 (Confidentiality), Section VI.6 (Publicity), this Section 10.2 (Survival After Termination), and Article XI (Miscellaneous) shall survive the termination of this Agreement, (b) the Parties will continue to have the right to indemnification under Article IX for any breach of this Agreement prior to such termination, and (c) nothing herein shall relieve any Party from any liability for fraud. Subject to aforesaid, neither Party shall have any Liability towards the other.

Article XI

MISCELLANEOUS

Section XI.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 India.

Section XI.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, validity or termination, shall be referred to and finally resolved by arbitration in accordance with the rules of the ICC, which rules are deemed to be incorporated by reference in this Section XI.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 Singapore. 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 XI.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 XI.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 XI.2.

(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 XI.2 appoints its nominee arbitrator.

(f) This Section XI.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, in connection with any claim of breach of this Agreement or any other Transaction Document, 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 XI.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 11.3. Notices may be sent by hand, by internationally recognized courier 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 Limited6th Floor, Tower A1 CyberCityEbène, MauritiusAttention: General CounselFacsimile: +1-310-244-0510

and

SPE Mauritius Investments Limited6th Floor, Tower A1 CyberCityEbène, Mauritius Attention: General CounselFacsimile: +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 USAAttention: Corporate Legal DepartmentFacsimile: +1-310-244-2169

and

Paul, Weiss, Rifkind, Wharton & Garrison LLP10 Noble StreetLondon EC2V 7JUUnited KingdomAttention: David LakhdhirFacsimile: +44 20 7367 1650


(b) If to the Company, to:

MAA Television Network LimitedAishwarya HousePlot # 770/CRoad # 44, Jubilee HillsHyderabad- 500 033IndiaAttention: Facsimile:

(c) If to the Sellers, to:

Chunduri Ramakrishna[address, fax]

Section XI.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 XI.5 Specific Performance

(a) . 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 XI.6 No Third Party Beneficiaries

(a) . 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 XI.7 Disclosure Letters

. Subject to Section 2.5(a)(i):

(a) A matter shall be regarded as disclosed in the Disclosure Letter or the Purchasers Disclosure Letter for the purposes of Articles Article III, Article IV or Article V, as applicable, only to the extent that accurate and complete 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 (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 (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 XI.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 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.

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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:

SWAPRIYA RAJ HOLDINGS PVT. LTD.

By: Name: Title:

[OTHER SELLERS ON SCHEDULE I]

By: Name: Title:


SCHEDULE I

Sellers


SCHEDULE II

Employee Holders


SCHEDULE III

Non-Seller Holders


SCHEDULE IV

Shareholders Party to Share Buyout Documents


EXHIBIT AShareholding Pattern

[See attached]


EXHIBIT BShareholders Agreement


EXHIBIT C

Sellers and Purchased Shares; Share Capital

[See attached]

[shares to be acquired by Purchasers in equal numbers]


EXHIBIT D

Amended Articles of Association

[See attached]


EXHIBIT E

Amended Option Planand

Amended Standard Form Employee Stock Option Agreement

[See attached]
