Big Fish Workforce Solutions

Contract of Terms & Conditions of Recruitment Services

Parties: Between HR Interface Corporate Services & Client Exito Media Concepts Pvt LtdDated: 04th April, 20141. This is a legally binding document outlining the professional liaison & work relationship between the FIRM, HR Interface Corporate Services and the CLIENT Exito Media Concepts Pvt Ltd.PROCESS

1. It would be agreed by HR Interface Corporate Services (hereinafter referred to as the FIRM) (located at Sai Baba Enclave, B Wing, 58, 15th Floor, Building no 3, Behind Citi Centre, Goregaon (w), Mumbai - 62), and CLIENT Exito Media Concepts Pvt Ltd. (located at #677, 2nd Floor, 13th Cross, 27th Main, Sector -1, HSR Layout, Bangalore. India 560102) the company seeking our recruitment services (hereinafter referred to as the CLIENT), that all mandates will be serviced by the FIRM non-exclusively until expiry or termination of this Contract. This contract is valid for a period of 12 months from the date of signing of the same by both parties, after which a revision of pricing can be taken under consideration purely on the discretion of both parties involved.2. It would be understood and accepted that a designate from the CLIENT will coordinate with the FIRM to develop promotional material for all mandates. This will include providing the FIRM with a thorough orientation of the job, its terms and projecting the CLIENT in a positive form to candidates throughout the process.

3. It would be understood and accepted that all material being forwarded to candidates during the pre selection process will be pr approved by a designate from the CLIENT.4. It would be understood and accepted that the FIRM will conduct suitable pre selection process and recommend those candidates to the CLIENT for their consideration within all mandates, who have passed the agreed pre selection process.

5. It would be understood and accepted that a designate from the CLIENT may desire to audit the pre selection proceedings being conducted by the FIRM and on CLIENT reasonable request; the FIRM will provide all reasonable information necessary for the CLIENT to conduct the audit. Following the audit, the FIRM will carry out reasonable instructions of CLIENT with respect to the pre selection process and the fulfillment of the mandates.

FEES & PAYMENTS

6. This is a performance - based Contract and will not attract any advance. PositionTerms

30 lacs & above (Category A)15% of total cost to company (CTC*) for the first year of employment of the incumbent.

20 to 30 lacs p.a (Category B) 12.55% of total cost to company (CTC*) for the first year of employment of the incumbent.

10 to 20 lacs p.a (Category C)10% of total cost to company (CTC*) for the first year of employment of the incumbent.

0 to 10 lacs p.a (Category D)8.33% of total cost to company (CTC*) for the first year of employment of the incumbent.

CTC (CTC means Annual Fixed CTC and does not includeperformance basedvariable components i.e. On-Target-Earnings) per candidate applied. 7. All invoices raised by the FIRM attract 12.36% Service Tax (as applied by the Government of India) on the gross billing amount (as described in clause 7). This is payable by the CLIENT and is billed exclusive of the fee outlined in Clause 7.

8. Invoices will be raised by the FIRM for services rendered to the CLIENT upon completion of such mandate, which the CLIENT must settle within the time period specified below:

Candidate CategoryTerms

Fresher without any work experience in events/exhibitions at all. Payment to be made within maximum 60 days of joining of said candidate.

Experienced candidate in events/exhibitions industry.Payment to be made within maximum 30 days of joining of said candidate.

A delay of maximum 7 days beyond the aforementioned payment period will be allowed, & for the same, needs to be communicated to the FIRM by the CLIENT in writing with applicable reasons. 9. In case the selected candidate resigns or terminated from the CLIENT before completing 90 days or 3 months from his/her date of joining, whichever is earlier, The FIRM will stand liable to refund the entire recruitment fees paid by CLIENT for the said candidate, unless The FIRM replaces the candidate with a suitable candidate within an a mutually acceptable time frame from the date of intimation by CLIENT to FIRM. If the FIRM fails to replace the candidate by the Time Specified by the CLIENT then the FIRM must refund the entire recruitment fees.CONFIDENTIALITY

10. The CLIENT agrees that all information about candidates for positions with the CLIENT will be treated as confidential. The FIRM agrees to keep confidential and not to disclose to any third party any part of the confidential or business information of CLIENT, its parent or any direct or indirect subsidiaries of its ultimate holding company, its suppliers or clients whether in written form or otherwise that becomes known to the FIRM in relation to this mandate so as to not jeopardize or misrepresent the interests and intensions of the CLIENT in conducting the services outlined within the agreement.

11. The Terms of Services agreed within this Contract are confidential and exclusive to the CLIENT and as such will not be shared or discussed by the CLIENT and its personnel with a third party without prior written consent from the FIRM.12. The FIRM shall not use CLIENTS trade mark or logo for any purpose without the CLIENTs prior written approval.

13. All information accessed about the CLIENT and/or its affiliates as an outcome of this Contract will be treated with the highest level of confidentiality and will cover the FIRMs Executive Searchs team and management.14. Both parties agree to seek prior written permission from each other before disclosing any information or intellectual property that may have been obtained through direct or indirect written, oral or electronic communication, to a third party.15. The FIRM is bound to disclose any conflicts of interest arising from its other professional engagements by affording the Client the opportunity to evaluate if such a conflict is a direct threat to its business conducted out of its Indian operations.

16. Similarly, the CLIENT must inform the FIRM of its interest to evaluate options, new vendors and/ or solutions within the scope of this mandate, during the term of this contract.

17. CLIENT may terminate this Contract by a notice in writing to the FIRM if the FIRM has breached any of the material terms of this Contract. Further, either the FIRM or the CLIENT may terminate this Contract by a prior written notice of at least 30 days, provided that if within 1 year from termination of this Contract. The CLIENT and FIRM must not solicit staff from each other for permanent hiring by itself or its subsidiaries, without the prior knowledge and mutual consent of the other party during the validity of this contract.18. Candidates introduced to the CLIENT by the FIRM at first instance will be credited to the FIRM and the same profile/ candidate will not be entertained, considered or acknowledged or credited to another recruitment Firm or company doing same or similar business as that of the FIRM. Similarly should the CLIENT already be in possession of a profile through any other source prior to the introduction through the FIRM, the CLIENT must communicate this to the FIRM within 2-3 days days of receiving such a profile. In the case of any conflict, the candidate would be consulted to seek clarification on source of introduction.

19. Both parties reserve the right to terminate this contract with a notice period of 30 days. All outstanding payments for services consumed by the CLIENT till such time must be cleared by the CLIENT according to the terms of this contract in full settlement. The same clause will also effect to the FIRM20. This Contract may be renewed with the joint and mutual written consent of both parties.21. The terms and conditions outlined in this contract maybe altered by a written addendum prepared through mutual understanding and consent by the CLIENT and the FIRM.

The undersigned has read, understood and accepted the terms outlined in the contract and is authorized on behalf of its employer to enter into this mandate.For CLIENT Exito Media Concepts Pvt Ltd For HR Interface Corporate Services Name in full: Movin Menezes Name in full: Neha AsthanaDesignation: Manager - Operations Designation: CEOSignature Signature

Date: 4th April, 2014 Date: 4th April, 2014