share purchase agreement spe mauritius holdings … india/ws... · 4. maa television network...

SPE DRAFT 09/13/12PP Comments 21 September 2012

Doc#: Europe1:63804v9

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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 ................................................................................. 1

Section 1.1 Definitions ............................................................................................. 1

Section 1.2 Table of Defined Terms ....................................................................... 10 Section 1.3 Usage ................................................................................................... 10

ARTICLE II SALE OF SHARES ..................................................................................... 12

Section 2.1 Purchase and Sale of Purchased Shares ............................................... 12 Section 2.2 Closing of Purchase ............................................................................. 12 Section 2.3 Withholding ......................................................................................... 12

Section 2.4 Sellers’ Representative ........................................................................ 13 Section 2.5 Transactions to be effected at the Closing ........................................... 13

ARTICLE III WARRANTIES OF THE SELLERS ......................................................... 15

Section 3.1 Existence and Power ............................................................................ 15 Section 3.2 Authorisation; No Contravention .................................................... 1516

Section 3.3 Title to Purchased Shares ..................................................................... 16

Section 3.4 Governmental Authorisation; Third Party Consents ........................... 16 Section 3.5 Binding Effect ...................................................................................... 16 Section 3.6 Litigation; Orders ............................................................................. 1617

Section 3.7 No Government Officials .................................................................... 17 Section 3.8 Compliance with Law; Anti-Bribery Laws ......................................... 17

Section 3.9 Share Buyout. ...................................................................................... 18 Section 3.10 Broker’s, Finder’s or Similar Fees ....................................................... 18 Section 3.11 Insolvency ............................................................................................ 18

Section 3.12 Taxation ............................................................................................... 18

ARTICLE IV WARRANTIES AS TO THE COMPANY ............................................ 1819

Section 4.1 Corporate Existence and Power ........................................................... 19 Section 4.2 Authorisation; No Contravention. ....................................................... 19 Section 4.3 Governmental Authorisation; Third Party Consents and

Notices ................................................................................................. 19

Section 4.4 Binding Effect ...................................................................................... 19 Section 4.5 Litigation; Orders ................................................................................. 19 Section 4.6 Compliance with Law; Anti-Bribery Laws ..................................... 1920 Section 4.7 Statutory Records ................................................................................. 21

Section 4.8 Capitalisation ....................................................................................... 21 Section 4.9 Financial Statements ............................................................................ 22 Section 4.10 Contracts .............................................................................................. 23

Section 4.11 Assets ................................................................................................... 25 Section 4.12 Taxes .................................................................................................... 26

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Section 4.13 No Material Change ............................................................................. 28 Section 4.14 Employees; Labour Matters ................................................................. 28 Section 4.15 Privacy of Customer Information ........................................................ 30 Section 4.16 Intellectual Property ............................................................................. 30

Section 4.17 Real Estate ........................................................................................... 31 Section 4.18 Insurance .............................................................................................. 32 Section 4.19 Affiliates; Affiliate Transactions ......................................................... 32 Section 4.20 Accounting Controls ............................................................................ 33 Section 4.21 Sufficiency of Assets ........................................................................... 33

Section 4.22 Broker’s, Finder’s or Similar Fees ....................................................... 33

Section 4.23 Disclosure ............................................................................................ 33

Section 4.24 Stamp duty ....................................................................................... 3334 Section 4.25 Encumbrances and Loans .................................................................... 34 Section 4.26 Insolvency ............................................................................................ 34

ARTICLE V WARRANTIES OF THE PURCHASER .................................................... 34

Section 5.1 Existence and Power ............................................................................ 34 Section 5.2 Authorisation; No Contravention .................................................... 3435

Section 5.3 Binding Effect ...................................................................................... 35 Section 5.4 Litigation; Orders ................................................................................. 35

Section 5.5 Insolvency ............................................................................................ 35

ARTICLE VI COVENANTS AND UNDERTAKINGS .................................................. 35

Section 6.1 Conduct of Business ............................................................................ 35 Section 6.2 Confidentiality ..................................................................................... 37

Section 6.3 Access to Information ...................................................................... 3839

Section 6.4 Filings and Required Consents; Further Assurances ........................... 39 Section 6.5 Expenses .............................................................................................. 40

Section 6.6 Publicity ........................................................................................... 4041 Section 6.7 Transfer of Shares ................................................................................ 41

Section 6.8 Exclusivity ........................................................................................... 41 Section 6.9 Dematerialization of the Purchased Shares ......................................... 41

Section 6.10 Termination of Existing Shareholders Agreement .............................. 41 Section 6.11 Release ................................................................................................. 41

Section 6.12 Certain Post-Closing Filings ............................................................ 4142

Section 6.13 Future Acquisitions from Non-Seller Holders ..................................... 42

ARTICLE VII RESTRICTIVE COVENANTS ................................................................ 42

Section 7.1 Non-Compete; Non-Solicitation .......................................................... 42 Section 7.2 No Use of Names and Marks ............................................................... 42

Section 7.3 Treatment of Restrictive Covenants .................................................... 42

ARTICLE VIII CONDITIONS TO CLOSING ................................................................ 43

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

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ARTICLE IX INDEMNIFICATION ............................................................................ 4546

Section 9.1 Survival of Warranties ..................................................................... 4546 Section 9.2 Indemnification of the Purchasers and the Sellers ............................... 46 Section 9.3 Tax Indemnification ............................................................................. 46

Section 9.4 Limitation of Liability ......................................................................... 48 Section 9.5 Third Party Claims ............................................................................... 48 Section 9.6 Effect of Knowledge or Waiver of Condition ................................. 4950

Section 9.7 Set-Off ................................................................................................. 50

ARTICLE X TERMINATION .......................................................................................... 50

Section 10.1 Termination .......................................................................................... 50 Section 10.2 Survival After Termination .............................................................. 5051

ARTICLE XI MISCELLANEOUS ................................................................................... 51

Section 11.1 Governing Law .................................................................................... 51 Section 11.2 Resolution of Disputes ......................................................................... 51 Section 11.3 Notices ................................................................................................. 52

Section 11.4 Waiver; Amendments; Assignment ..................................................... 53 Section 11.5 Specific Performance ....................................................................... 5354

Section 11.6 No Third Party Beneficiaries ........................................................... 5354 Section 11.7 Disclosure Letters ................................................................................ 54

Section 11.8 Miscellaneous .................................................................................. 5455

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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, [30,878,200] 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 1.1 Definitions.

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

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

“Accountant” means the statutory auditor of the Company.


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

any other succeeding enactment for the time being in force.

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

arbitration, civil investigative demand, or governmental investigation.

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

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

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

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

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

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

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.

“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 4.1 (Corporate Existence and Power), Section 4.2 (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 4.8 (Capitalisation). [MAA

TV Comment: There may be disclosures against certain warranties.]

“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

[MAA TV Comment: This is not relevant as all the Shares of the

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.will be acquired

by SRH.]“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

exchangedexchangeable 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 hereof. 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. [MAA TV Comment: Septozen is not 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 5.1 (Existence and Power), Section 5.2 (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 3.1 (Existence and Power), Section 3.2 (Authorisation; No

Contravention), Section 3.3 (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), and Section 3.8

(Compliance with Laws; Anti-Bribery Laws) and Section 3.9 (Share Buyout). [MAA

TV Comment: There may be disclosures against certain warranties.]

“Sellers’ Representative” means Mr. Chunduri Ramakrishna.

“Share Buyout” means the acquisition by SRH of

[1,985,6701,968,870] Shares held by certain minority Shareholders listed on Schedule

IV hereto (being all Shareholders of the Company other than the Promoters Sellers,

Chunduri 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 companyLLP, a

limited liability partnership 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, the Employee Stock Option Agreement

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 III and IV of this Agreement and

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

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

other Transaction Document.

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

defined in the following Sections of this Agreement:

Term ..................................................................................... Section

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

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

Closing ...................................................................................................... 2.2

Closing Date ............................................................................................. 2.2

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

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

Compliance Certificate ........................................................................ 2.5(a)

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

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

Indemnifying Party .............................................................................. 9.5(a)

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

Liability Threshold ................................................................................. 9.4(a)

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

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

NOC .............................................................................................. 8.1(b)(vii)

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

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

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

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

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

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

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

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

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

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

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

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

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

Third Party Claim ................................................................................ 9.5(a)

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

Withholding Tax Amount .................................................................... 2.3(a)

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

otherwise requires:

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

forms of the terms defined;


(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 Applicableapplicable

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 2.1 Purchase and Sale of Purchased Shares.

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

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

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

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

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

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

such Seller on the Closing (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 2.2 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 Mumbai, India, on the third Business Day after the date that all of the conditions to

the Closing set forth in Article IX (other than those conditions which, by their terms,

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

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

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

and date in which the Closing shall take place. The date upon which the Closing

occurs is referred to as the “Closing Date”.

Section 2.3 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 applicable

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 authorityTax Authority. Each of the Sellers shall extend such Seller’s

cooperation and assistance in relation to this Section 2.62.3(b).

(c) The Purchasers shall deposit any Withholding Tax Amount

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

Seller in respect of whom the Withholding Tax Amount has been deducted.

Section 2.4 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 in relation to the Contemplated

Transactions. 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 2.5 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; and (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, all Sony Pictures Entertainment Inc. and Sony Corporation

privacy and data protection policies, 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 for, the appointment of

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) 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 days15 Business 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 3.1 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 3.2 Authorisation; No Contravention. The execution, delivery and

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

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

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

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

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

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

result in any breach, default or contravention of), 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 3.3 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 3.4 Governmental Authorisation; Third Party Consents. Except as

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

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

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

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

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

party or the Contemplated Transactions.

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

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

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


Documents to which it is a party constitute, the legal, valid and binding obligations of

such Seller, enforceable against it in accordance with their terms.

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

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

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

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

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

such Seller’s ability to consummate the Contemplated Transactions.

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

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

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

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

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

been cured or addressed fully by such Seller.

(b) Such Seller’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 in relation to the MAA Business 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:


Governmental Authority, Government Official or candidate, in its or her official


candidate to do or omit to do any act in violation of the lawful duty of such







with, or directing business to, any Person.

Section 3.9 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 3.10 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 3.11 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 3.12 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:

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

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

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

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

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

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

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

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


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 Purchased Shares, free and clear of

all Encumbrances.

Section 4.3 Governmental Authorisation; Third Party Consents and Notices.

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

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

Law, is necessary or required in connection with the execution, delivery or

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

other Transaction Documents to which it is a party.


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 and in

accordance with applicable Law.

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

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


the Company, threatened, against the Company or the MAA Business; and to the

Knowledge of the Sellers or the Company, no Orders have been issued against the

Company or the MAA Business.

Section 4.6 Compliance with Law; Anti-Bribery Laws.

(a) The Company is in material 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 LossesMaterial Adverse Effect.

(b) (i) The Company has all material 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 hashaving taken any action, directly or

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

Bribery Law in connection with the MAA Business. 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:


Governmental Authority, Government Official or candidate in its or her official


candidate to do or omit to do an act in violation of the lawful duty of such








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:


Governmental Authority, Government Official or candidate, in its or her official


candidate to do or omit to do any act in violation of the lawful duty of such







with, or directing business to, any Person,

Section 4.7 Statutory Records.

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

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

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

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

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

registered offices of the Company or other locations permissible under applicable

Law.

(b) The Company has filed allthe required statutory 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 in

material respects.

Section 4.8 Capitalisation.

(a) As of the Signature Date, the authorized Share Capital of the

Company consists of Shares, of which [59,737,205] are issued, fully paid-up and

outstanding, and Options to acquire Shares have been granted by the Company,

of which Options are outstanding and not lapsed. 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 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. All Employee Holders holding

Options on the Closing Date have executed the standard form Employee Stock Option

Agreement in the form set forth in Exhibit E hereto. 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 4.9 Financial Statements.

(a) The Company has delivered to the Purchasers correct and

complete copies of (i) the Audited Financial Statements for the Financial Year ended

on 31 March 2012 and (ii) the Unaudited Financial Statements (together with the

Audited Financial Statements, the “Financial Statements”). The Financial

Statements have been prepared in accordance with Indian GAAP applied on a

consistent basis throughout the periods indicated. The Financial Statements fairly

present the financial condition, operating results and cash flows of the Company, as of

the respective dates and for the respective periods indicated, in accordance with

Indian GAAP.

(b) The Company does not have any off balance sheet financing of

a type which would not be required to be shown or reflected in the Financial

Statements.


(c) Except to the extent reflected in the Financial Statements, there

are no Liabilities against, relating to or affecting the Company in respect of the period

from [30 June 2012]1 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 in all material respects.

Section 4.10 Contracts.

(b) 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 $100,000250,000 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;

1 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 where the total liability of the Company for

each such Contract 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;

(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.

(c) 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.

(d) 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.

(e) The Company has not been in default in any respect under any

Material Contract (including film and non-film assignments and distribution contracts)

nor to the Knowledge of the Sellers and the Company, are there any circumstances likely

to give rise to any such default. NoTo the Knowledge of the Sellers or the Company, 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.

(f) 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.

(g) 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.

(h) 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 4.11 Assets.

(a) The Company owns and has good, valid, and marketable title to

all of its Assets, free and clear of all Encumbrances, except for Encumbrances that

arise by operation of Law and relate to Liabilities that are not yet due and payable or

that are described in Section 4.11(a) of the Disclosure Letter.

(b) The Company does not own or lease Assets in any jurisdiction

other than India.


(c) All Assets of or represented as belonging to the Company are

wholly and exclusively used in connection with the MAA Business.

(d) No plant, machinery, equipment, furniture or other Asset hired,

leased or rented by or obtained on hire-purchase by the Company has been or is liable to

be repossessed by the owner.

(e) The fixed Assets owned by the Company or used by it in the

course of its MAA Business are in all respects suitable for the conduct of such MAA

Business and comply and have complied in all material respects with all statutes and

regulations applicable thereto, all machinery, vehicles and equipment of the Company are

in good condition and state of repair and none are surplus to their requirements having

regard to the current level of business.

(f) The Company is in actual possession and/or control of all its

Assets and[MAA TV Comment: Decoders along with smart cards are lying with

MSOs/cable operators. The same will be mentioned in the Disclosure Letter] and to the

Knowledge of the Sellers or the Company, 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 4.12 Taxes.

(a) Except as disclosed in Section 4.12(a) of the Disclosure Letter,

all Tax Returns required to be filed by or with respect to the Company or the MAA

Business have been filed in accordance with applicable Law as has been advised to

the Company by its tax advisors and are complete in all material respects, the contents

of all Tax Returns are accurateproper 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 anythe tax period as prescribed by the

statute of limitations in respect of which Tax Returns have been filed.

(b) Except as disclosed in Section 4.12(b) of the Disclosure Letter,

the Company:

(i) has collected, deducted, withheld, deposited and paid

(or there has been paid on their behalf) all Taxes in accordance with applicable Law

and there has been no demand received or threatened in respect thereof; or

(ii) has provided for all such Taxes, whether or not due as

of the Signature Date or the Closing Date (but that may be attributable to periods

ending on or before the Signature Date or the Closing Date), in their Books and


Records and in accordance with Indian GAAP and applicable Law, including in the

Financial Statements.

(c) With respect to any period for which Tax Returns have not yet

been filed, or for which Taxes are not yet due or owing, the Company has made due

and sufficient accruals for such Taxes in its Books and Records and in accordance

with Indian GAAP and applicable Law, including the Financial Statements. The

Company has made (or there has been made on its behalf) all required current

estimated Tax payments, including advance and withholding taxes, if any, sufficient

to avoid any underpayment penalties or material interest in accordance with

applicable Law.

(d) Except as disclosed in Section 4.12(d) of the Disclosure Letter,

no Action by any Governmental Authority is pending, being conducted or, to the

Knowledge of the Company, threatened with respect to (i) any Taxes due from or

with respect to the Company or the MAA Business or (ii) any Tax Return filed by or

with respect to the Company or the MAA Business.

(e) There are no Encumbrances for Taxes upon the Assets of the

Company, except for statutory Encumbrances for current Taxes not yet due.

(f) Except as disclosed in Section 4.12(f) of the Disclosure Letter,

the Company has withheld from its employees, independent contractors, creditors,

stockholders and third parties and timely paid to the appropriate Governmental

Authority proper and accurate amounts in all respects for all periods ending on or

before the Closing Date as prescribed by the statute of limitations 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.

(k) (n) [MAA TV Comment: Deletion on account of

repetition.]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.

(l) (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.

(m) (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.

(n) (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 4.13 No Material Change. Since 31 March 2012 (i) there has not been

any Material Adverse Effect, (ii) neither the Company nor the Sellers have

participated in any transaction material to the Condition of the Company or otherwise

acted outside the ordinary course of business, including, declaring or paying any

dividend, and (iii) the Company has not taken any of the actions described in Section

6.1(a).

Section 4.14 Employees; Labour Matters.

(a) Section 4.14(a) of the Disclosure Letter sets forth a correct and

complete list setting forth the name, position, job location, primary place of residence,

salary or wage rate, commission status, bonus opportunity, date of hire, full- or part-

time status, for each employee of the Company as of the Signature Date.

(b) The Company has no trade unions of its own and has not

entered into any union recognition agreements and/or collective agreements with trade

unions or representative bodies.


(c) The Company is not engaged in any unfair labor practice with

respect to any of their employees or is there any unfair labor practice complaint

pending against any of them.

(d) Neither the MAA Business nor the Company is the subject of,

nor, to the Knowledge of either the Sellers or the Company, is there threatened, any

Action reasonably likely to give rise to a material Liability asserting that the

Company has committed an unfair labor practice, nor is there pending or, to the

Knowledge of either the Sellers or the Company, threatened, nor has there been in the

past three years, any organized effort or demand for recognition or certification or

attempt to organize employees of the Company by any labor organization.

(e) Section 4.14(e) of the Disclosure Letter sets forth a correct and

complete list of the Company Plans. The Company has no unfunded outstanding

Liabilities to any employee-related fund or scheme, including those relating to

pension, provident fund, medical aid, retirement or any other employee emoluments

in respect of past or present employees.

(f) Except as set forth on Section 4.14(f) of the Disclosure Letter,

(i) each Company Plan has been established and administered in accordance with its

terms and in compliance with all applicable Law, (ii) all employer and employee

contributions to each Company Plan required by Law or by the terms of such

Company Plan have been made, or, if applicable, accrued in accordance with

generally accepted accounting practices applied on a consistent basis with respect to

each Company Plan, (iii) all reports, returns, notices and other documentation

required to have been filed with or furnished to any Governmental Authority, or to the

participants or beneficiaries of such Company Plan, have been filed or furnished on a

timely basis, (iv) no individual who has performed services for the Company has been

improperly excluded from participation in any Company Plan, and the Company does

not have any Liability with respect to any misclassification of any Person as an

independent contractor rather than as an employee, or with respect to any employee

leased from another employer, (v) no fiduciary of the Company has any Liability for

breach of fiduciary duty or any other failure to act or comply with the requirements of

applicable Law in connection with the administration or investment of the assets of

any Company Plan, and (vi) the fair market value of the assets of each funded

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 to the Knowledge of the Sellers or the Company and no

strikes are currently subsisting. There have not been any labour related disputes in the

Company to the Knowledge of the Sellers or 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 fullmaterial 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 to the Knowledge of the Sellers or

the Company, 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 4.15 Privacy of Customer Information. The Company does not use

any of the customer information it receives through its website, or otherwise, in an

unlawful manner, or in a manner that violates the privacy rights of their customers

orunder 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 4.16 Intellectual Property.

(a) All material Intellectual Property used in the operation of the

Company (the “Company Intellectual Property”) is either owned by the Company


(the “Owned Intellectual Property”) or is used by the Company pursuant to a valid

license (the “Licensed Intellectual Property”). The Company has taken all

necessary actions to maintain and protect each item of Company Intellectual Property.

(b) Section 4.16(b) of the Disclosure Letter sets forth a correct and

complete list of (i) all Owned Intellectual Property that is registered, issued or the

subject of a pending application, and (ii) all unregistered Owned Intellectual Property.

All of the registrations, issuances and applications set forth on Section 4.16(b) of the

Disclosure Letter are valid, in full force and effect and have not expired or been

cancelled, abandoned or otherwise terminated, and payment of all renewal and

maintenance fees, costs and expenses in respect thereof, and all filings related thereto,

have been duly made. The Company owns and possesses all right, title and interest in

and to the Owned Intellectual Property free and clear of all Encumbrances.

(c) Section 4.16(c) of the Disclosure Letter sets forth a correct and

complete list of all material Contracts (i) pursuant to which the Company use any

Licensed Intellectual Property, or (ii) pursuant to which the Company has granted to a

third party any right in or to any Owned Intellectual Property (collectively, the “IP

Licenses”). Prior to the Signature Date, the Purchasers either have been supplied

with, or have been given access to, a correct and complete copy of each written IP

License, together with all amendments, supplements, waivers or other changes

thereto. The Company is not in material breach, violation or default under any IP

License and no event has occurred that, with notice or lapse of time or both, would

constitute such a material breach, violation or default by the Company, or, to the

knowledge of the Company, the other parties thereto.

(d) The conduct of the MAA Business does not infringe or

otherwise violate any Intellectual Property or other proprietary rights of any other

Person, and, other than as set forth in Section 4.16(d) of the Disclosure Letter, there is

no Action pending or, to the Knowledge of the Company, threatened alleging any

such infringement or violation or challenging the Company’s rights in or to any

Company Intellectual Property and, to the Knowledge of the Company, there is no

existing fact or circumstance that would be reasonably expected to give rise to any

such Action. To the Knowledge of the Company, no Person is infringing or otherwise

violating any Owned Intellectual Property or any rights of the Company in any

Licensed Intellectual Property.

(e) The film and non-film content acquired by the Company in

pursuance to assignment agreements have not expired either due to non-exercise of rights

by Company within one year from date of assignment or owing to efflux of time.

(f) All films acquired by the Company have been duly completed,

released and suitable prints of the films have been obtained by the Company.

(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 or

the Company, 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 accurateproper material 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 4.17 Real Estate.

(a) A true and complete list and description of all Real Estate

leased or licensed by the Company is set forth in Section 4.17(a) of the Disclosure

Letter. The Company holds a valid leasehold or license interest as lessee under leases

in full force and effect in all Real Property used in connection with its respective

business or otherwise leased by it, free and clear of any Encumbrances, other than

those created or imposed in the ordinary course of business.

(b) Such Real Estate is in a condition which satisfies the

requirements of all relevant Governmental Authorities for the grant of Consents

required by the Company for the conduct of the MAA Business.

(c) The Company does not own any Real Estate.

(d) All agreements in respect of Real Estate leased or licensed by

the Company are duly stamped and registered, where applicable.

(e) Any Real Estate leased or licensed by the Company is for

commercial use and has been constructed in accordance with its respective building

plan approved under applicable Law.

(f) All payments under the Company’s lease deeds have been duly

paid by the Company.

(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) ThereTo the Knowledge of the Sellers or the Company, 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 4.18 Insurance.

(a) The Company, its businesses and material Assets are insured

under policies set forth in Section 4.18(a) of the Disclosure Letter, all premiums due

in respect of such insurance policies have been paid and the Company has complied in

all material respects with the conditions to which the liability of such insurers under

the insurance policies are subject.

(b) Having made all reasonable enquiriesTo the Knowledge of the

Sellers or the Company, the Company is not aware of any facts, matters or

circumstances which may give rise (i) to the cancellation of any of the insurance

policies in favor of the Company or the MAA Business, or the repudiation of any

claims thereunder or (ii) to such insurance policies not being renewed in the future or

only being renewed subject to the imposition of onerous terms.


Section 4.19 Affiliates; Affiliate Transactions.

(a) Section 4.19(a) of the Disclosure Letter sets forth a true, correct

and complete list of all of the Company’s Affiliates and description of their

relationship to the Company.

(b) Section 4.19(b) of the Disclosure Letter sets forth a true, correct

and complete list of all of the Related Party Agreements. All of the Related Party

Agreements have been entered into on arm’s length terms. Except as set forth in

Section 4.19(b) of the Disclosure Letter, none of (i) the Sellers, (ii) any Affiliate of

the Sellers, (iii) any immediate family member of any such Affiliate, or (iv) any

Person (other than the Company) controlled by any one or more of the foregoing as of

the Signature Date: (A) owns, directly or indirectly, 50% or more of the Share Capital

of any Person (other than the Company), or is an officer, director, employee or

consultant of, any Person (other than the Company) which is, or is engaged in

business as, a competitor, lessor, lessee or customer of the MAA Business; (B) owns,

directly or indirectly, other than through the Company, in whole or in part, any

tangible or intangible property related to the MAA Business or the use of which is

necessary or desirable for the conduct of the MAA Business; (C) has any cause of

Action whatsoever against, or owes any amount to, the Company or the Sellers (only

in respect of the MAA Business); or (D) on behalf of the Company, has made any

payment or commitment to pay any commission, fee or other amount to, or purchase

or obtain or otherwise contract to purchase or obtain any goods or services from, any

Person of which any Affiliate of the Sellers, or an immediate family member of such

Person, is a partner or shareholder.

(c) Except for the Transaction Documents or as set forth on

Section 4.19(b) of the Disclosure Letter, from and after the Closing, neither the

Purchasers nor any of their Affiliates shall, as a result of the Contemplated

Transactions, be bound by any Intracompany Agreement, or have any Liability to, the

Sellers or any of their Affiliates, any family member of the foregoing or any Affiliate

of any such family member.

Section 4.20 Accounting Controls. The accounting controls of the Company

have been and are sufficient to provide reasonable assurances that (a) all transactions

are executed in accordance with the Board’s general or specific authorisation, and (b)

all transactions are recorded as necessary to permit the accuratecorrect preparation of

financial statements in accordance with Indian GAAP and to maintain proper

accountability for such items.

Section 4.21 Sufficiency of Assets. The Assets and rights owned, leased or

otherwise used by the Company constitute all the Assets and rights necessary or

convenient for the carrying on of the MAA Business fully and effectively in the

manner in, and to the extent to, which it is presently conducted. No such Asset or

rights will be adversely affected by the Contemplated Transactions. 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 4.22 Broker’s, Finder’s or Similar Fees. Except as set forth in

Section 4.22 of the Disclosure Letter, there are no brokerage commissions, finder’s


fees or similar fees or commissions payable by any of the Sellers or the Company in

connection with the Contemplated Transactions.

Section 4.23 Disclosure. To the Knowledge of the Sellers, there is no

material fact that the Sellers or the Company has not disclosed to the Purchasers in

writing which materially adversely affects, or insofar as the Sellers can reasonably

foresee could materially adversely affect the Condition of the Company or the ability

of the Sellers or the Company to perform their respective obligations under this

Agreement, any of the other Transaction Documents or any other document

contemplated hereby or thereby.

Section 4.24 Stamp duty. In relation to each instrument to which the

Company is a party or in the enforcement of which the Company may be interested

and which attracts stamp duty in any relevant jurisdiction, (a) such instrument, if

required by the taxation authority to be produced, has been produced to the relevant

taxation authority, (b) such instrument, if stamp duty is payable on such instrument,

has been properly stamped and (c) the Company has duly paid all stamp duty and

interest, fines and penalties thereon payable by it in accordance with the provisions of

any applicable Law.

Section 4.25 Encumbrances and Loans. Except as set forth in Section 4.25 of

the Disclosure Letter, no charges, Encumbrances or other security interests have been

created by the Company in favour of any Person as security for any Indebtedness

incurred by the Company. The Company has not defaulted in any way whatsoever in

honouring its obligations in relation to such Indebtedness. The Company has not

granted any Loans to any of the Sellers, the promoters, Directors, employees, other

third parties or their Affiliates.

Section 4.26 Insolvency. Neither the Company nor any of the Assets of the

Company is involved in or to the Knowledge of the Sellers or the Company, subject to

any insolvency proceedings. ThereTo the Knowledge of the Sellers or the Company,

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 5.1 Existence and Power. The Purchasers (a) are both corporations

incorporated under the Law of Mauritius and (b) each have the requisite corporate

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

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


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.


Transaction Documents to which either Purchaser is a party have been duly executed

and delivered by the relevant Purchaser, and this Agreement and each of the other

Transaction Documents to which it is a party constitute the legal, valid and binding

obligations of the Purchasers, enforceable against them in accordance with their

terms.

Section 5.4 Litigation; Orders. There is no Action pending or, to the

Knowledge of the Purchaser, threatened, and to the Knowledge of the Purchaser no

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

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

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

the Purchaser’s ability to consummate the Contemplated Transactions.

Section 5.5 Insolvency. 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 6.1 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 6.1 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, other than with the consent of

the Purchasers; 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 6.2 Confidentiality.

(a) Each of the Parties shall keep confidential and not disclose, and

shall direct those of its Affiliates, directors, officers, managers, partners, members,

shareholders, employees, attorneys, accountants, trustees, consultants, agents and

advisors (collectively, the “Representatives”) who have access to Confidential

Information to keep confidential and not disclose publicly or to any third party any

Confidential Information of the other Parties, and all information concerning the

Contemplated Transactions, for a period of three years, unless:

(i) such disclosure has been consented to in writing, in the

case of Confidential Information in respect of the Company, by the Company, or in

the case of Confidential Information in respect of the Sellers or their Affiliates, by

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 6.3 Access to Information. The Sellers shall cause the Company to

(a) give the Purchasers, their legal counsel, financial advisors, auditors and other

representatives reasonable access to the offices, properties, Books and Records of the

Company and the MAA Business during working hours on a Business Day, as the

case may be; and (b) furnish to the Purchasers, their legal counsel, financial advisors,

auditors and other representatives such information relating to the Company and the

MAA Business as may be reasonably requested.

Section 6.4 Filings and Required Consents; Further Assurances.

(a) Each of the Parties to this Agreement shall use all

commercially reasonable endeavours to:

(i) obtain any Consents (including those Consents set out

in Section 3.4 and/or Section 4.3 of the Disclosure Letter) required by such Party for

its execution and delivery of, and the performance of its obligations pursuant to, this

Agreement and the other Transaction Documents; and

(ii) make any Filings (including Filings listed in Section

3.4 and/or Section 4.3 of the Disclosure Letter), and thereafter make any other

submissions, required to be made by that Party in connection with the Contemplated

Transactions (together with (i), the “Required Consents and Notices”).

(b) The Sellers, the Company and the Purchasers shall coordinate,

cooperate and assist one another in connection with all actions to be taken pursuant to

Section 6.4(a), including the preparation and making of the Filings referred to therein

and, if requested, amending or furnishing additional information thereunder. To the

extent practicable, no Party will file any document or have any communication with

any Governmental Authority in relation to the matters contemplated by this

Agreement or any other Transaction Document without prior consultation with the

other Parties.


(c) Without limiting the generality of the foregoing, the Parties

shall make or cause to be made available all information reasonably requested by any

other Party to permit all Required Consents and Notices to be made with or to any

Governmental Authority as promptly as practicable after the date hereof. Each Party

shall promptly furnish or cause to be furnished all information and documents

reasonably required by the relevant Governmental Authority as may be appropriate in

order to obtain or make such Required Consents and Notices.

(d) Promptly following the receipt, in writing, by either of the

Parties of a Consent required in connection with the transactions contemplated by this

Agreement, such Party shall provide the other Parties with written notice of such

receipt.

(e) If any of the Parties receives a final written determination from

a Governmental Authority that an application for Consent has been rejected or will

not be granted, such Party shall promptly forward notice of such determination to the

other Parties, as applicable.

(f) If any of the Parties receives a final oral determination from a

Governmental Authority that an application for Consent has been rejected or will not

be granted, such Party shall promptly forward a description of such determination to

the other Parties, as applicable.

(g) In no event shall the Purchasers or any of their Affiliates be

required (i) to commence or threaten to commence litigation; (ii) to agree to hold

separate, divest, license or cause a third party to purchase, any of the Assets or

businesses of the Purchasers, the Company or any of their respective Affiliates; or (iii)

to agree to any restrictions on the businesses of the Purchasers, the Company or any

of their respective Affiliates in connection with avoiding or eliminating any

restrictions to the consummation of the Contemplated Transactions under any

applicable Law or Order.

(h) During the period from the Signature Date to the earlier of the

Closing Date and the termination of this Agreement, each Party agrees to use its

reasonable endeavours to fulfil or obtain the fulfilment of the conditions precedent to

the consummation of the Contemplated Transactions as promptly as practicable,

including (i) the execution and delivery of any documents, certificates, instruments or

other papers that are reasonably required for the consummation of the Contemplated

Transactions, (ii) promptly as practicable making all registrations and Filings with,

and obtaining all necessary Consents from, all Governmental Authorities and taking

all reasonable steps as may be necessary or advisable to obtain an approval or waiver

from a Governmental Authority, and (iii) cause any Persons that it controls to approve

any shareholder resolutions or other corporate actions, and using its reasonable

endeavours to cause board resolutions to be passed by Persons that may be associated

or employed by it or its Affiliates, that are necessary to effect the transactions

contemplated by this Agreement.

Section 6.5 Expenses.

(a) Except as otherwise specifically provided in this Agreement,

the Parties shall bear their respective fees, costs and expenses incurred in connection


with the preparation, execution and performance of this Agreement and the other

Transaction Documents and the Contemplated Transactions, including all fees and

expenses of agents, representatives, legal counsels and accountants.

(b) The Sellers shall bear all fees, costs and expenses of the

Company incurred in connection with the preparation, execution and performance of

this Agreement and the other Transaction Documents and Contemplated Transactions,

including all fees and expenses of agents, representatives, legal counsels and

accountants.

(c) The Parties acknowledge and agree that SRH shall bear all fees,

costs and expenses relating to the Share Buyout and that the Purchasers in any event

shall bear no fees, costs and expenses in connection thereto.

(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 6.6 Publicity.

(a) Except as may be required by applicable Law, none of the

Parties or their Affiliates shall issue a publicity release or public announcement or

otherwise make any public disclosure concerning this Agreement, the other

Transaction Documents or the Contemplated Transactions, without prior approval by

each of the Parties.

(b) If any public announcement is required by Law to be made by

any Party, prior to making such announcement, such Party shall deliver a draft of such

announcement to the other Parties and shall to the extent reasonably practicable give

the other Parties reasonable opportunity to comment thereon (to the extent permitted

by Law).

Section 6.7 Transfer of Shares. Except for the transactions contemplated

under this Agreement (including pursuant to Section 2.9) from the Signature Date

until the Closing Date, each of the Sellers agrees that it shall not transfer beneficial or

record ownership of any Share Capital of the Company to any Person without the

prior written consent of the Purchasers.

Section 6.8 Exclusivity. Until the earlier of the Closing and such time as

this Agreement is terminated in accordance with Article XI, except for the

Contemplated Transactions, each of the Sellers and the Company shall not, and each

shall cause its and its Affiliates’ respective directors, officers and other

representatives not to, directly or indirectly, solicit, encourage or enter into any

negotiation, discussion or Contract, with any party, with respect to the sale of any

Share Capital or all or any material portion of the Assets of the Company or the MAA

Business, as the case may be, or any merger, recapitalisation or similar transaction

with respect to the Company or the MAA Business.


Section 6.9 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 6.10 Termination of Existing Shareholders Agreement. The

applicable Sellers shall terminate (i) that certain Memorandum of Understanding

dated April 15, 2006 as amended on June 21, 2006, (2) that certain Memorandum of

Understanding dated December 30, 2006 and (3) any other shareholders agreement,

voting trust or other similar document among them.

Section 6.11 Release. Effective as of the Closing, each Seller hereby

unconditionally and irrevocably waives any claims that such Seller, in its capacity as a

holder of Purchased Shares, has or may have in the future against the Company and

releases, on its own behalf and on behalf of its successors and assigns, the Company,

its Subsidiaries and their respective Affiliates, directors and officers, from any and all

Actions with respect thereto.

Section 6.12 Certain Post-Closing Filings. The Company shall, and the

Sellers shall cause the Company to, within 30 (thirty) days from the Closing Date,

deliver to the Purchasers a certified true copy of e-Form 32 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 Completion of Share Buyout. The Purchasers, Promoter Sellers

and SRH shall use their best efforts to locate the minority Shareholders listed in

Schedule IV and SRH shall acquire the Shares held by such minority Shareholders

after Closing Date. [MAA TV Comment: This was agreed to between Mr. Manjit

Singh and the Promoters.]

Section 6.136.14 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 VII

RESTRICTIVE COVENANTS

Section 7.1 Non-Compete; Non-Solicitation. Each Seller undertakes to the

Company and, as a separate obligation, to each Purchaser that, for a period of two

years after the Closing, such Seller shall not, directly or indirectly, whether alone or

jointly with any other Person and whether as shareholder, partner, director, principal,

consultant, officer, employee or agent or in any other capacity:

(a) carry on or be engaged, interested or concerned in, or assist

(whether by supplying management services or otherwise) any business which competes

with the MAA Business as is carried on 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 7.2 No Use of Names and Marks. No Seller shall at any time after it

ceases to hold any Shares use in any manner in the course of any business or (so far as

within its power) permit or encourage to be used, other than by the Company, any

name used by the Company or any other trade or business name or any mark, sign or

logo or any confusingly similar name, mark, sign or logo used by the Company, or

present itself or permit itself to be presented as in any way currently connected with

or interested in the business of the Company.

Section 7.3 Treatment of Restrictive Covenants.

(a) None of the provisions set forth in this Article VIII shall limit

or restrict in any way similar obligations contained in the Shareholders Agreement or

any other Transaction Document.

(b) Each Seller shall ensure that none of its Affiliates or Related

Persons takes or omits to take any action which, if taken or omitted to be taken by that

Seller, would constitute a breach of this Article VIII. Having regard to all the

circumstances, each of the Parties acknowledges that each of the obligations

contained in this Article VIII is reasonable as to subject matter, area and duration and

is necessary for the protection of the goodwill of the Company.

(c) Each of the obligations assumed by the Sellers in this Article VIII

shall be separate and severable and shall be construed and be enforceable independently

of the others.

(d) While the restrictions in this Article VIII are considered by the

Parties to be reasonable in all the circumstances, it is agreed that if any provision of this

Article VIII shall be judged by any court of competent jurisdiction or any arbitrator to be

void or unenforceable but would be valid if part of that provision were deleted, restricted

or limited in a particular manner, then that provision shall apply with such deletions,

restrictions or limitations as may be necessary to make it valid.

(e) Without prejudice to any other remedy which may be available,

each of the Parties agrees that injunctive or other equitable relief may be claimed in the

event of a breach of this Article VIII, it being acknowledged that a breach of any of those

clauses might cause injury in respect of which damages would not provide an adequate

remedy.

ARTICLE VIII

CONDITIONS TO CLOSING

Section 8.1 Conditions Precedent to the Closing.


(a) Conditions to the Parties’ Obligations. The obligation of the

Parties to consummate the Closing shall be subject to the satisfaction as of the Closing

Date of each of the following conditions:

(i) FIPB Approval. The Consent of the FIPB in respect

of the sale and purchase of all the Purchased Shares pursuant to this Agreement and

the other Contemplated Transactions shall have been obtained in a form satisfactory

to the Purchasers and shall remain in full force and effect;

(ii) 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.Conversion to Private Limited Company. The Company shall

have been converted from a public limited company into a private limited company

in India.

(v) Amendment to Option Plan. The Option Plan shall

have been amended by the Company on the date of execution of this Agreement in

the form set forth in Exhibit E and such amendment shall remain in full force and

effect without any further amendments, and each Optionholder shall have executed

the modified standard form Employee Stock Option Agreement in the form set forth

in Exhibit E.

(vi) 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.

(vii) No Event of Wrongdoing. 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.

(viii) The Form FC-TRS(s) required to be filed with the

authorized dealer(s) on the Closing Date for reporting the transfer of the Purchased

Shares to the Purchasers , along with all supporting documents required to be filed

with such Form FC-TRS including the consent letters from the Sellers and the

valuation certificate certifying the fair market value of the Purchased Shares

computed per the discounted cash flow method , shall have been completed in all

respects to the satisfaction of the Purchasers.

(c) Conditions to the Sellers’ Obligations. The obligation of the

Sellers to consummate the Closing shall be subject to the satisfaction, or waiver in

writing by the Sellers, prior to or at the Closing of each of the following conditions:


(i) Warranties. Each of the Purchasers Fundamental

Warranties shall be true and correct as of the Closing Date. Each of the other

Warranties of the Purchasers that is not qualified by references to materiality shall be

true and correct in all material respects as of the Closing Date (except with respect to

Warranties which speak to an earlier date, in which case, as of such earlier date).

Each of the other Warranties of the Purchasers that is qualified by references to

materiality shall be true and correct as of the Closing Date (except with respect to

Warranties which speak to an earlier date, in which case, as of such earlier date).

(ii) Covenants and Agreements. The Purchasers shall have

performed and complied in all material respects with all covenants and agreements

required by this Agreement to be performed and complied with by it prior to or on

the Closing Date.

ARTICLE IX

INDEMNIFICATION

Section 9.1 Survival of Warranties. All of the Warranties shall survive the

execution and delivery of this Agreement until the second anniversary of the Closing

Date, except for (a) the Fundamental Warranties, which Warranties shall survive

indefinitely, (b) Section 4.12, 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 9.1, except for claims

arising out of any fact, circumstance, action or proceeding to which the Party

asserting such claims shall have given notice to the other Parties prior to the

termination of such survival period having reasonable belief that a liability will

subsequently arise therefrom.

Section 9.2 Indemnification of the Purchasers and the 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 9.3 Tax Indemnification.


(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 Seller or Employee Seller to furnish the Purchasers with a copy of an NOC

prior to the Closing, (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 orthe periods prior to the Closing as prescribed by the statute of limitations,

or (iv) without limiting clause (iii) above, any Tax liability incurred by or claim made

upon the Company for all Tax years orthe periods prior to the Closing as prescribed

by the statute of limitations 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 items (iii) or (iv) 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 as prescribed by

the statute of limitations 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

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 9.4 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),9.2, for all and every Loss irrespective of the amount, including any and all

Loss that is less than the Liability Threshold;

(b) the aggregate maximum liability of the Sellers under 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 (i) any

matter or thing disclosed in the the Disclosure Letter or (ii) any matter disclosed

which could have been reasonably discovered by a review of documents and

information supplied to the Purchaser in course of the due diligence exercise

conducted by the Purchaser and its advisors. 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 9.5 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 Section 9.5(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 9.5 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 9.5 shall be given by the Sellers acting on behalf of such Seller related

Indemnified Parties.

Section 9.6 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 10.1 Termination. This Agreement may be terminated on or prior to

the Closing Date as follows:

(a) By the written consent of the Purchasers and the Sellers.

(b) By the Purchasers, upon written notice to the Sellers, if there has

been a material breach of the Sellers’ Warranties, or a material breach of a covenant or

other agreement, of the Company or the Sellers contained in this Agreement, which

breach would cause any of the conditions set forth in Section 8.1(b)(i) not to be satisfied,

and such breach has not been cured by the Sellers or the Company, as applicable, within


20 Business Days after receipt by the Sellers of written notice thereof from the

Purchasers or is not reasonably capable of being cured within such period.

(c) By the Sellers, upon written notice to the Purchasers, if there

has been a material breach of the Purchasers’ Warranties, or a material breach of a

covenant or other agreement, of the Purchasers contained in this Agreement, which

breach would cause any of the conditions set forth in Sections 8.1(c)(i) or 8.1(c)(ii)

not to be satisfied, and such breach has not been cured by the Purchasers within 20

Business Days after receipt by the Purchasers of written notice thereof from the

Sellers or is not reasonably capable of being cured within such period.

(d) By the Purchasers or the Sellers, upon written notice to the

other, if the Closing has not been consummated on or before the 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 10.2 Survival After Termination. If this Agreement is terminated in

accordance with Section 10.1, this Agreement shall become void and of no further

force and effect; provided, however, that (a) the provisions of Section 6.2

(Confidentiality), Section 6.6 (Publicity), this Section 10.2 (Survival After

Termination), 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 11.1 Governing Law. This Agreement shall be governed by and

construed in accordance with the Law of India.

Section 11.2 Resolution of Disputes.

(a) Any dispute arising out of or in connection with this Agreement

or any other Transaction Document, including any question regarding its existence,

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 11.2. The number of arbitrators shall be three (one

nominated by each of the Sellers and Purchasers respectively and the third nominated

by the two arbitrators appointed after such nomination by the Sellers and the

Purchasers). Should any party fail to nominate an arbitrator within 15 days of being

called upon to do so in writing by the other party, or the two appointed arbitrators fail


to agree upon or appoint the third arbitrator within 15 days of the appointment of the

second arbitrator, the relevant arbitrator(s) shall be appointed, on the request of any

party, by the International Court of Arbitration of the ICC, under the ICC Rules. The

seat, 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 11.2 shall be enforceable by any court of competent jurisdiction, including (if

and to the extent determined by the arbitral tribunal) by Order for specific

performance.

(b) The Parties shall continue to perform their respective

obligations under this Agreement or any other Transaction Document to the extent

possible notwithstanding commencement of any proceedings in accordance with this

Section 11.2.

(c) Unless otherwise determined by the arbitral tribunal the Parties

shall bear and pay their own legal or other costs.

(d) Subject to applicable law, other than Section 9.1, Section 27

and Section 37(i)(a) of the Arbitration and Conciliation Act, 1996 which shall only be

applicable in accordance with Section 12.2(e), Part I of the Arbitration and

Conciliation Act, 1996, shall not be applicable to any arbitration under this Section

11.2. Section 10, Section 27 and Section 37(i)(a) of the Arbitration and Conciliation

Act, 1996 shall apply only until such time as the Party not seeking relief under this

Section 11.2 appoints its nominee arbitrator.

(e) (d) This Section 11.2 is severable from the rest of this

Agreement and shall remain in effect even if this Agreement fails to come into force

or is cancelled or otherwise terminated for any reason.

(e) 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 11.3 Notices. Any notice or communication under this Agreement

shall be sent to the Parties in English at their respective addresses set forth below or

such other addresses as may from time to time be notified in accordance with this

Section 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 Limited

6th

Floor, Tower A

1 CyberCity

Ebène, Mauritius

Attention: General Counsel

Facsimile: +1-310-244-0510

and

SPE Mauritius Investments Limited

6th

Floor, Tower A

1 CyberCity

Ebène, Mauritius

Attention: General Counsel

Facsimile: +1-310-244-0510

with copies in each case (which shall not constitute notice) to:

Sony Pictures Entertainment Inc.

10202 W. Washington Blvd.

Culver City, CA 90232 USA

Attention: Corporate Legal Department

Facsimile: +1-310-244-2169

and

Paul, Weiss, Rifkind, Wharton & Garrison LLP

10 Noble Street

London EC2V 7JU

United Kingdom

Attention: David Lakhdhir

Facsimile: +44 20 7367 1650

(b) If to the Company, to:

MAA Television Network Limited

Aishwarya House

Plot # 770/C

Road # 44, Jubilee Hills

Hyderabad- 500 033


India

Attention:

Facsimile:

(c) If to the Sellers, to:

Chunduri Ramakrishna

[address, fax]

Section 11.4 Waiver; Amendments; Assignment.

(a) No failure or delay on the part of any Party in exercising any

right, power or remedy hereunder shall operate as a waiver of any further exercise

thereof or the exercise of any other right, power or remedy, nor shall any single or

partial exercise of any such right, power or remedy preclude any other or further

exercise thereof or the exercise of any other right, power or remedy. The remedies

provided for herein are cumulative and are not exclusive of any remedies that may be

available to the Parties at Law, in equity or otherwise.

(b) Any amendment, supplement or modification of or to any

provision of this Agreement, any waiver of any provision of this Agreement, and any

consent to any departure by any Party from the terms of any provision of this

Agreement, shall be effective only if it is made or given in writing and signed by all

of the Parties. Any such amendment, supplement, modification, waiver or consent

shall be binding upon the Parties.

(c) This Agreement is binding upon and inures to the benefit of the

successors and assigns of the parties, provided that there may be no assignment or

transfer of rights or obligations under this Agreement by any Party without the prior

written consent of the other Parties. Notwithstanding the foregoing, (i) this

Agreement may be assigned by Purchasers to any of their Affiliates without the

consent of the other Parties hereto.

Section 11.5 Specific Performance. Without limiting the rights of any Party

to pursue all legal and equitable rights available to it for another Party’s failure to

perform its obligations under this Agreement, the Parties agree that irreparable

damage may occur in the event that the provisions of this Agreement were not

performed by them in accordance with the terms hereof or were otherwise breached

and that each of the Parties shall be entitled to seek an injunction or injunctions to

prevent breaches of the provisions hereof and to seek specific performance of the

terms hereof, in addition to any other remedy at Law or equity.

Section 11.6 No Third Party Beneficiaries. Nothing in this Agreement shall

confer any rights, remedies or claims upon any Person not a party or a permitted

assignee of a party to this Agreement, except as set forth in Article IX

(Indemnification).

Section 11.7 Disclosure Letters. 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 III, IV or V, as


applicable, only to the extent that accurate and complete information about that

matter complete in all material respects is contained in the Disclosure Letter or the

Purchasers Disclosure Letter, as the case may be, in sufficient detail to identify the

nature and scope of that matter and the Warranties which are to be regarded as

qualified by it. The provisions of this clause Section 11.7(a) shall prevail over any

provision to the contrary in the Disclosure Letter or the Purchasers Disclosure Letter,

as applicable.

(b) Each Seller unconditionally and irrevocably waives any rights

it may have against, and undertakes not to make any claims against or pursue any

action to join in as a third party or seek a contribution or indemnity from (in each case

whether founded in negligence or otherwise), the Company, or any director,

employee, officer or agent of the Company, on whom the Sellers have or may have

relied, in connection with preparing the Disclosure Letter or agreeing to any terms of

this Agreement or any other Transaction Document. Nothing in this Section 11.7(b)

shall apply to restrict the Sellers' ability to make any claim against the Company or

any director, employee, officer or agent of the Company for fraud.

(c) From and after the date of this Agreement until the earlier of

the termination of this Agreement and the Closing, the Sellers shall promptly notify

the Purchaser by written update to the Disclosure Letter (a) if any Warranty made by

the Sellers was when made, or has subsequently become, untrue in any respect, (b) of

the occurrence or non-occurrence of any event the occurrence or non-occurrence of

which has caused or may reasonably be expected to cause any condition to the

obligations of any party hereto to effect the Contemplated Transactions not to be

satisfied or (c) of the failure of the Sellers or the Company to comply with or satisfy

any covenant, condition or agreement to be complied with or satisfied by them

pursuant to this Agreement which may reasonably be expected to result in any

condition to the obligations of any party hereto to effect the Contemplated

Transactions not to be satisfied. The delivery of any notice pursuant to this Section

11.7(c) shall not cure any breach of any Warranty requiring disclosure of such matter

or otherwise limit or affect the rights of, or the remedies available to, the Purchasers.

Section 11.8 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.

[Remainder of Page intentionally left blank]


IN WITNESS WHEREOF, the Parties have executed this Agreement

as of the date first above written.

MAA TELEVISION NETWORK

LIMITED

By:

Name:

Title:

SPE MAURITIUS HOLDINGS

LIMITED

By:

Name:

Title:

SPE MAURITIUS INVESTMENTS

LIMITED

By:

Name:

Title:

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 A

Shareholding Pattern

[See attached]


EXHIBIT B

Shareholders 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 Plan

and

Amended Standard Form Employee Stock Option Agreement

[See attached]

Document comparison by Workshare Professional on Saturday, September 22, 2012 6:39:37 AM

Input:

Document 1 ID file://D:\2009\MaaTV\Project Maa\MAA Share Purchase Agreement (9-13-12).doc

Description MAA Share Purchase Agreement (9-13-12)

Document 2 ID file://D:\2009\MaaTV\Project Maa\MAA Share Purchase Agreement - PP Comments (210912).doc

Description MAA Share Purchase Agreement - PP Comments (210912)

Rendering set standard

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Statistics:

Count

Insertions 89

Deletions 97

Moved from 2

Moved to 2

Style change 0

Format changed 0

Total changes 190