SPE DRAFT 08/1909/3/2012

SHAREHOLDERS AGREEMENT

by and among

SPE MAURITIUS HOLDINGS LIMITED

SPE MAURITIUS INVESTMENTS LIMITED

THE PERSONS LISTED ON ANNEXURE 1

and

MAA TELEVISION NETWORK LIMITED

dated

______________, 2012

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TABLE OF CONTENTS

Page No.

1. Definitions 31.1 Definitions 31.2 Usage 13

2. Transfers 142.1 Restrictions on Transfer 142.2 Permitted Transfers 152.3 Legending of Shares 162.4 Extension of time for Obtaining Consent 162.5 Agreement to be Bound Upon Transfer; Transfers in Compliance

with Laws 16

3. Right of First Negotiation; Right of Last Refusal 173.1 Right of First Negotiation 173.2 Right of Last Refusal 183.3 Tag Along Rights. 193.4 Drag-Along Rights. 213.5 Filings, Approvals and Closing 22

4. Corporate Governance 234.1 General 234.2 Shareholder Actions 234.3 Certain Corporate Matters 244.4 Election of Directors; Number and Composition; Etc 254.5 Board of Directors Committees 264.6 Removal and Replacement of Directors 274.7 Officers 274.8 Appointment of External Auditors 284.9 Books and Records 284.10 Compliance with Anti-Bribery Laws 294.11 Compliance with Laws and Code of ConductSony Policies 304.12 Conflict with Organizational Documents 304.13 Related Party Transactions 304.14 No Limitations on Affiliates or Directors; Programming Right of

First Refusal and Last Negotiation 304.15 Agreement to be Bound 324.16 Shareholders Not to Bind Company 324.17 Director Indemnification 324.18 Government Officials 324.19 Written Consent 32

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5. Purchase of Underlying Shares, Call Option; Sale of the Company 325.1 Purchase of Underlying Shares 325.2 Call Option 345.3 Determination of Fair Market Value 365.4 Transfer to Third Parties; Company Sale 375.5 Withholding. 38

6. Representations and Warranties 396.1 Of the SPE Shareholders 396.2 Of the Non-SPE Shareholders 396.3 Of the Company 40

7. Indemnification 407.1 Indemnification by the SPE Shareholders 407.2 Indemnification by the Non-SPE Shareholders 417.3 Notice and Defense of Claims 41

8. Additional Capital Contributions/Preemptive Rights 428.1 Additional Capital Contributions. 428.2 Preemptive Rights 40438.3 Issuance of New Securities 44

9. Restrictive Covenants 449.1 Non-Competition; Non-Solicitation 449.2 No Use of Names and Marks 459.3 Treatment of Restrictive Covenants 45

10. Miscellaneous 4510.1 Governing Law 4510.2 Resolution of Disputes 4510.3 Notices 4610.4 Non-SPE Shareholders’ Representative 4810.5 Publicity 4810.6 Confidentiality 4810.7 Successors and Assigns 5010.8 Amendment and Waiver 5010.9 Counterparts 5010.10 Specific Performance 5010.11 Headings 5010.12 Severability 5110.13 Expenses 5110.14 Entire Agreement 5110.15 Effectiveness; Termination 5110.16 No Partnership or Agency 5210.17 Further Assurances 52

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SHAREHOLDERS AGREEMENT

SHAREHOLDERS AGREEMENT (this “Agreement”) dated 2012, among SPE Mauritius Holdings Limited, a Mauritius company with its principal address at 6th Floor, Tower A, 1 CyberCity, Ebène, Mauritius (“SPEMH”), SPE Mauritius Investments Limited, a Mauritius company with its principal address at 6th Floor, Tower A, 1 CyberCity, Ebène, Mauritius (collectively with SPEMH, the “SPE Shareholders”), the Non-SPE Shareholders and Optionholders listed on Annexure 1 , and MAA Television Network Limited, a company incorporated and existing in accordance with the Laws of India bearing registration number , with its registered office at , India (the “Company”).

Pursuant to a Share Purchase Agreement dated concurrently herewith (the “Share Purchase Agreement”) by and among the SPE Shareholders, as purchasers, the Non-SPE Shareholders and other Persons, as sellers, the SPE Shareholders have agreed to purchase from the Non-SPE Shareholders and other Persons for such aggregate number of Shares, comprising 51 per cent of the total issued and paid-up Shares on a Fully Diluted Basis, subject to the terms and conditions set forth in the Share Purchase Agreement. It is intended by the Parties that this Agreement shall become effective on the Closing Date.

The SPE Shareholders and Non-SPE Shareholders wish to agree upon the manner in which the Company will be governed, to restrict and regulate the transfer of Shares so as to provide continuity of ownership, and to provide reciprocal rights of first negotiation, last refusal and other rights.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

1. Definitions

.

1.1 Definitions

. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated:

“Act” means the Indian Companies Act, 1956 as in effect on the relevant date and any statutory modification, amendment or re-enactment thereof for the time being in force or any and every other statute for the time being in force concerning companies in India and affecting the Company and any reference to any provision of the “Act” is to that provision as so modified, amended or re-enacted or contained in any such subsequent statute.

“Accountant” means the statutory auditor of the Company.

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“Adjudicated Decision” means an adjudicated arbitral award pursuant to Section 10.2 or an adjudicated decision of a court of competent jurisdiction.

“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. For purposes of this definition of Affiliate, (and for purposes of the definition of “Change in Control” and for purposes of Section 4.14(d)), (i) 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; and (ii) the ownership of a majority 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.

“Agreement” means this Agreement, as it may be amended, supplemented or modified from time to time in accordance with the terms hereof.

“Annual Budget” has the meaning set forth in Section 4.8.

“Anti-Bribery Laws” means the Indian Prevention of Corruption Act, 1988, the Indian Prevention of Money Laundering Act, 2002, the U.S. Foreign Corrupt Practices Act of 1977, the Japanese Unfair Competition Prevention Law of 1998, the United Kingdom Bribery Act 2010 and all other Laws relating to bribery and/or corruption that are applicable to the Company or the Shareholders or their Affiliates.

“Approvals” has the meaning set forth in Section 3.5.

“Arbitration Act” means the (Indian) Arbitration and Conciliation Act, 1996.

“Arms-Length Terms” has the meaning set forth in Section 4.13.

“Articles” means the articles of association of the Company, as in effect on the date of this Agreement (attached as Annexure 2 ) and amended from time to time in accordance with such articles and this Agreement.

“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 the Financial Year ending on March 31, 2014, the audited balance sheet, and the related statements of income and cash flow for such Financial Year, prepared in accordance with GAAP and audited by the Accountant.

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“Bankruptcy Event” with respect to a Person shall mean any of the following events: (i) such Person goes into receivership or liquidation other than for purposes of amalgamation or reconstruction, becomes insolvent, or appoints a receiver; (ii) a petition under any bankruptcy statute shall be filed by or against such Person (which petition, if filed against such Person, shall not have been dismissed within 45 days thereafter); (iii) such Person executes a general assignment for the benefit of creditors or make any composition or arrangement with its creditors; (iv) such Person takes advantage of any applicable insolvency, bankruptcy or reorganization or any other like or analogous statute; or (v) such Person experiences the occurrence of any event analogous to the foregoing.

“Board Drag-Along Fair Market Value Determination” has the meaning set forth in Section 3.4(f).

“Board Offer Fair Market Value Determination” has the meaning set forth in Section 8.2(a).

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

“Bona Fide Offer” has the meaning set forth in Section 3.2(a).

“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.

“Call Option” has the meaning set forth in Section 5.2.

“Call Option Period” has the meaning set forth in Section 5.2.

“Call Price” has the meaning set forth in Section 5.2.

“Call Shares” has the meaning set forth in Section (a).

“CCI” means the Competition Commission of India.

“CEO” has the meaning set forth in Section 4.7(a).

“CFO” has the meaning set forth in Section 4.7(a).

“Challenging Drag-Along Shareholder” has the meaning set forth in Section 3.4(f).

“Challenging Offer Shareholder” has the meaning set forth in Section 8.2(d).

“Change in Control” of a Shareholder shall occur if as a result of any event (including but not limited to any stock acquisition, merger, consolidation or

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reorganization) any one or more Persons who together control such Shareholder (which shall be presumed if such Persons together beneficially own, directly or indirectly, more than 50% of the combined voting power of the then-outstanding securities of such Shareholder immediately prior to such event) together fail to control such Shareholder after such event (which shall be presumed if such Persons fail to own, after such event, more than 50% of the combined voting power of the then-outstanding securities of such Shareholder (or any successor, resulting or ultimate parent company or entity of such Party, as the case may be, as a result of such event)).

“Closing Date” means the closing date of the purchase of [29,418,29030,888,670] Shares by the SPE Shareholders pursuant to the Share Purchase Agreement.

“Company’s EBITDA” means an amount in Rs. equal to net income of the Company (as determined under GAAP) for the Financial Year ending on March 31, 2014, plus (i) without duplication and to the extent deducted in determining net income for such period, the sum of (A) Interest Expense for such period net of interest income, (B) income Tax expense for such period net of Tax refunds, (C) all amounts attributable to depreciation and amortization expense for such period, other than any amounts attributable to amortization in respect of programming and/or content used in the MAA Business, and (D) all amounts attributable to the impairment of fixed assets, minus (ii) amounts attributable to “Other Income” all as derived from the statement of income for such Financial Year, included in the Audited Financial Statements.

"Confidential Information" means (i) in relation to the SPE Shareholders, all confidential operating, business, commercial, technical, scientific or engineering information or data, which is proprietary or related to the Company, the SPE Shareholders or their Affiliates, or this Agreement, and (ii) in relation to any Non-SPE Shareholder, all confidential operating, business, commercial, technical, scientific or engineering information or data, which is proprietary or related to such Non-SPE Shareholder or its Affiliates, the Company or this Agreement.

“Contract” means any contract, agreement, lease, license, instrument, note, debenture or other evidence of indebtedness, or other legally binding commitment or undertaking.

“CPO” has the meaning set forth in Section 4.7(a).

“CRO” has the meaning set forth in Section 4.7(a).

“Director” means a member of the Board of Directors.

“Drag-Along Notice ” has the meaning set forth in Section 3.4(a).

“Drag-Along Percentage” has the meaning set forth in Section 3.4(g).

“Drag-Along Purchaser” has the meaning set forth in Section 3.4(a).

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“Drag-Along Sellers ” has the meaning set forth in Section 3.4(a).

“Drag-Along Shares” has the meaning set forth in Section 3.4(a).

“EBITDA Determination” has the meaning set forth in Section 5.1(c).

“Employee Holders” means any Shareholder who is an employee of the Company but not including, for sake of clarity, Chunduri Ramakrishna, the Promoter Shareholders or the SPE Shareholders.

“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.

“Excess New Securities” has the meaning given in Section 8.2(b).

“Exercise Notice” has the meaning given in Section 5.1.

“Exercise Period” has the meaning given in Section 5.1.

“Exercise Price” means, with respect to any Outstanding Option, the applicable exercise price payable to the Company by the holder of such Outstanding Option upon the exercise of such Outstanding Option in respect of each Underlying Share.

“Fair Market Value” means with respect to Shares or any other asset, the amount to be received from the sale of such Shares or asset if a willing seller would sell and a willing buyer would buy all of such Shares or asset, each having full knowledge of the facts, in an arms’ length transaction without time constraints or any compulsion to sell and subject to applicable Law.

“Financial Year” means the financial year of the Company, which at present commences on April 1 and ends on March 31.

“Final Drag-Along Fair Market Value Determination” has the meaning set forth in Section 3.4(d).

“Final Offer Fair Market Value Determination” has the meaning set forth in Section 8.2(d).

“FIPB” means the Foreign Investment Promotion Board, Department of Economic Affairs, Ministry of Finance of the Government of India.

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“Force Majeure Event” means an event beyond the reasonable control of the applicable Party, including but not limited to an act of god, war, epidemic, extremely adverse weather conditions, flood, cyclone, earthquake, tornado, volcanic eruption, fire or explosion, chemical, biological or radioactive, contamination, continuous power or computer systems failure, strikes, boycotts or lock-outs, civil disturbances, robbery, or the occurrence of any event analogous to the foregoing, in each case if beyond the reasonable control of such Party.

“Fully Diluted Basis” means the total of all classes and series of Share Capital and the effect of any anti-dilution protection regarding previous financings, all on an “as if converted” basis. For the purpose of this definition, “as if converted” basis means as if any such Share Capital that is exercisable, convertible or exchanged into Shares had been converted into Shares.

“GAAP” means generally accepted accounting principles applicable in India, as promulgated by the Indian Institute of Chartered Accountants, and under the Act.

“Governmental Authority” means: (i) any international, supra-national, 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 Chambers of Commerce.

“Independent Valuer” means any of the Persons listed on Annexure 3 so long as such Person is an internationally recognized and reputable investment banker under Category 1 registered with the Securities and Exchange Board of India or an internationally recognized and reputable firm of chartered accountants familiar with the media and entertainment industries (that in each case has not been retained by any Shareholder or its controlled Affiliates within the prior three years).

“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 Liabilities of the Company with respect to interest rate or currency swaps, collars, caps and similar hedging obligations; (iv) any Liabilities of the Company for the deferred purchase price of property or other assets (including any “earn-out” or similar payments); (v) any

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Liabilities of the Company in respect of any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof that are required to be classified and accounted for under GAAP as capital leases; (vi) any Liabilities of the Company under any performance bond or letter of credit or any bank overdrafts and similar charges; (vii) any accrued interest, premiums, penalties and other obligations relating to the foregoing; and (viii) any indebtedness referred to in clauses (i) through (vii) above of any Person that is either guaranteed (including under any “keep well” or similar arrangement) by, or secured (including under any letter of credit, banker’s acceptance or similar credit transaction) by any Encumbrance upon any property or asset owned by, the Company. Indebtedness shall also include accrued interest and any pre-payment penalties, “breakage costs,” redemption fees, costs and expenses or premiums and other amounts owing pursuant to the instruments evidencing Indebtedness, to the extent that such Indebtedness is unpaid.

“Intellectual Property” means any of the following, as they exist anywhere in the world, whether registered or unregistered: (i) patents, patentable inventions and other patent rights (including any additions, divisions, continuations, continuations-in-part, reissues, reexaminations and interferences thereof); (ii) trademarks, service marks, trade dress, trade names, taglines, brand names, logos and corporate names and all goodwill related thereto; (iii) copyrights, mask works and designs; (iv) trade secrets, know-how, inventions, processes, procedures, databases, confidential business information and other proprietary information and rights; (v) computer software programs, including all source code, object code, specifications, designs and documentation related thereto; and (vi) domain names and Internet addresses.

“Interest Expense” means with respect to the Financial Year ending on March 31, 2014, the consolidated interest expense of the Company for such Financial Year with respect to all outstanding Indebtedness of the Company, calculated in accordance with GAAP.

“Law” means any law, statute, ordinance, notification, circular, rule, regulation, by-law, guideline, policy or other pronouncement having the effect of law of any Governmental Authority.

“Legal Action” means any action, suit, claim, arbitration or other legal proceeding.

“Liabilities” means any debt, contractual obligation or other liability of a Person (whether absolute, accrued or contingent).

“Losses” means losses, liabilities, fines, penalties, diminution of value and damages, whether or not involving a third party claim, including reasonable attorneys’ fees, court costs and other out-of-pocket expenses.

“MAA Business” means the business of the Company as it is conducted as of the applicable date. As of the date hereof, the MAA Business consists of ownership and operation of Telegu-language general entertainment television channels presently

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consisting of MAA, MAA Movies, MAA Music and MAA Gold (formerly known as MAA Junior).

“MIB” means the Ministry of Information & Broadcasting of the Government of India.

“Negotiation Notice” has the meaning set forth in Section 3.1(a)(i).

“New Issuance Notice” has the meaning set forth in Section 8.2(a).

“New Securities” has the meaning set forth in Section 8.2(a).

“NOC” has the meaning set forth in Section 3.4(e).

“Non-Permitted Transferee” means any Person (i) that engages or participates in a business that competes with the SPE Shareholders and/or their Affiliates, including for the avoidance of doubt a motion picture studio, television broadcaster (regional, national or international), cable/satellite distributor or operator, music company or electronics (including video game, mobile phone and other hand-held electronic communication and/or data processing devices) company, (ii) that would cause any legal impediment for the Company or the business of the SPE Shareholders and/or their Affiliates, (iii) that is engaged in any illegal activity or has been convicted, charged or indicted for any illegal activity or against whom criminal proceedings have been initiated, (iv) that is affiliated with a Governmental Authority or with a senior Governmental Official, (v) whose name appears on any list maintained by national or international bodies or agencies for purposes of enforcing anti-money laundering, anti-terrorist or other similar regulations, (vi) whose equity interest in the Company could result in adverse regulatory consequences for the Company, the SPE Shareholders and/or their Affiliates, or (vii) whose admission as a Shareholder hereunder would have a detrimental impact on the Company’s, the SPE Shareholders’ and/or their Affiliates’ public image, in each case as determined by the SPE Shareholders, in their sole and absolute discretion.

“Non-SPE Directors” means such individuals designated by the Non-SPE Shareholders’ Representative to be members of the Board of Directors.

“Non-SPE Shareholders” means any Shareholder other than the SPE Shareholders and shall also include any Permitted Transferee of any Non-SPE Shareholder to whom any Shares are transferred in accordance with this Agreement and any other Person becoming a Party under this Agreement who is not a SPE Shareholder or an Affiliate of a SPE Shareholder.

“Non-SPE Shareholders’ Representative” has the meaning set forth in Section 10.4.

“Non-SPE Shares” means the Shares then owned by the Non-SPE Shareholders.

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“Offer Price” has the meaning set forth in Section 3.2(c).

“Offered Shares” has the meaning set forth in Section 3.1(a)(i).

“Option Consideration” means in respect of each Underlying Shares Seller, a cash payment in an amount equal to the product of (a)  the Per Share Price and (b) the number of Underlying Shares held by such Underlying Shares Seller.

“Optionholders” means Employee Holders who hold Shares as the holdersresult of the prior exercise of Outstanding Options.

“Option Notice” has the meaning set forth in Section (a).

“Option Plan” means the Employee Stock Option Plan 2010 of the Company, as amended by the Company from time to time.

“Order” means any order, injunction, judgment, writ, assessment, award, determination or decree of any Governmental Authority or arbitrator or administrative guidance having the effect of the foregoing.

“Organizational 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, bylaws, operating agreement, limited liability company agreement, partnership agreement, limited partnership agreement, limited liability partnership agreement or other constituent or organizational documents of such Person.

“Outstanding Options” means all options to purchase Shares issued and allotted under the Option Plan which are outstanding immediately subsequent to the Closing Date.

“Ownership Percentage” of any Shareholder or group of Shareholders means the percentage that the Shares owned by such Shareholder or group bears to the total number of issued and paid up Shares on a Fully Diluted Basis.

“Parties” means the Shareholders (including their successors and permitted assigns) and the Company, as parties to this Agreement.

“Permitted Transferee” has the meaning set forth in Section (a).

“Permitted Transferee” means (i) with respect to any Shareholder, any of its Affiliates if such Affiliate transferee either (x) directly or indirectly holds 100% of the Share Capital of the transferring Shareholder, individually or in the aggregate with other Affiliates, or (y) directly or indirectly is owned only by the transferring Shareholder or Affiliates of the transferring Shareholder holding, directly or indirectly 100% of the Share Capital of the transferring Shareholder, (ii) with respect to a SPE Shareholder only, Multi Screen Media Private Limited or any Affiliate thereof and (iii) with respect to a Promoter Shareholder only, any other Promoter Shareholder.

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“Per Share Price” means the quotient of (i) the product of (A) the Company’s EBITDA for the Financial Year ending 31 March 2014, multiplied by (B) 18, divided by (ii) the aggregate number of Shares on a Fully Diluted Basis immediately before the Exercise Date.

“Person” means any natural person, partnership, limited liability partnership, limited liability company, corporation, joint stock company, trust, society, unincorporated association, joint venture, Governmental Authority, or other entity, whether acting in an individual, fiduciary or other capacity.

“Preemptive Rightholder/s” has the meaning set forth in Section 8.2(a).

“Promoter Content” means any Telegu language motion picture or television rights or content owned or controlled by Geetha Arts Private Limited and/or Annapurna Studios Private Limited.1

“Promoter Shareholder” means each of Nimmagadda Prasad, K.Konidala Chiranjeevi, Akkineni Nagarjuna Rao, Swapriya Raj Holdings Pvt. Ltd., 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 Shareholder.

“Proposed Price” has the meaning set forth in Section 8.2(a).

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

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

“Representatives” has the meaning set forth in Section (a).

“Sale Exercise Period” has the meaning set forth in Section 5.4(b).

“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.

“Shareholders” means the SPE Shareholders, the Non-SPE Shareholders and any other Person who acquires Shares and becomes a Party in accordance with this Agreement.

“Shareholders Meeting” has the meaning set forth in Section 4.1.

1 To be discussed whether definition should be expanded.

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“Share Purchase Agreement” has the meaning set forth in the Recitals.

“Shares” means the equity shares, having a face value of Rs. 10 each, of the Company.

“SPE Directors” means such individuals designated by the SPE Shareholders to be members of the Board of Directors.

“SPE Shareholders” has the meaning set forth in the Preamble to this Agreement, and shall also include any Permitted Transferee of any SPE Shareholders to whom any Shares are transferred in accordance with this Agreement and any other Person becoming a Party under this Agreement who is an Affiliate of an SPE Shareholder.

“SPE Shares” means the Shares then owned by the SPE Shareholders(s).

“Taxes” means any taxes (including 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.

“Tag-Along Offered Shares ” has the meaning set forth in Section 3.3(a).

“Tag-Along Purchaser” has the meaning set forth in Section 3.3(a).

“Tag-Along Rightholders ” has the meaning set forth in Section 3.3(a).

“Termination Event” has the meaning set forth in Section (a).

“Third Party Purchaser” has the meaning set forth in Section (a).

“transfer” has the meaning set forth in Section (a).

“Transfer Notice ” has the meaning set forth in Section (a).

“Transferring Party” has the meaning set forth in Section 3.(i).

“Underlying Shares” has the meaning set forth in Section 5.1.

“Underlying Shares Sellers” has the meaning set forth in Section 5.1.

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“Underlying Shares Price” means an amount in cash equal to the product of (i) the Per Share Price multiplied by (ii) the number of Underlying Shares.

1.2 Usage

. For purposes of this Agreement, unless the context otherwise requires:

(a) all definitions shall apply equally to both the singular and plural terms of the terms defined;

(b) any pronouns shall include the corresponding masculine, feminine and neuter forms;

(c) any reference to a Section or Annexure, shall refer to Section of, or Annexure  to, this Agreement;

(d) the words “herein,” “hereof,” “hereto” and “hereunder” and other words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement;

(e) the abbreviation “Rs.” means Indian rupees and the symbol “$” means U.S. dollars;

(f) the words “include,” “includes” and “including” shall not be limiting and shall be deemed to be followed by the phrase “without limitation;”

(g) references herein to any Law shall be deemed to refer to such Law as amended, modified, codified, reenacted, supplemented or superseded in whole or in part and in effect from time to time, and also to all rules and regulations promulgated thereunder;

(h) with respect to the determination of any period of time, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”;

(i) if the last day for the giving of any notice or the performance of any act required or permitted under this Agreement is a day that is not a Business Day, then the time for the giving of such notice or the performance of such action shall be extended to the next succeeding Business Day;

(j) any reference to a Party shall include that Party’s successors and (unless the context requires otherwise) permitted assigns; and

(k) any reference to a Party’s shareholding or determination of Party’s shareholding shall include Shares held by its Affiliates.

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2. Transfers

.

2.1 Restrictions on Transfer

.

(a) First Five Years . Prior to the fifth anniversary of the Closing Date, no Shareholder shall sell, gift, exchange, assign, create any Encumbrance or otherwise dispose of (whether by operation of Law or otherwise) (each a “transfer”) any Shares, except for (i) transfers to a Permitted Transferee pursuant to Section 2.2, or (ii) transfers pursuant to Section 5.1. A changeChange in controlControl of a Shareholder shall be deemed a transfer of all of the Shares held by such Shareholder; provided, however, that a changeChange in controlControl of a SPE Shareholder shall only be deemed a transfer of Shares under this Section 2.1 if such SPE Shareholder does not hold any Assets other than Shares.

(b) After the Fifth Anniversary . On or after the 5th anniversary of the Closing Date, no Shareholder shall transfer Shares except for:

(i) transfers to a Permitted Transferee pursuant to Section 2.2,

(ii) transfers effected subject to and in accordance with the rights of first negotiation, last offer, tag-along and drag-along pursuant to Section 3, or

(iii) a transfer effected in accordance with Section 5 (other than pursuant to Section 5.1).

(c) No Transfers to Non-Permitted Transferees . Under no circumstances (and notwithstanding any other provision contained herein) will any Non-SPE Shareholder transfer any Shares to a Non-Permitted Transferee.

(d) Substitution of Transferee . Following a transfer under this Section 2.1, the transferee shall be substituted for, and shall enjoy the same rights, (which rights shall be exercised jointly with the transferring Shareholder and/or its Affiliates that hold Shares), and be subject to the same obligations, as the transferring Shareholder with respect to the transferred Shares, except that in the case of any transfer other than a transfer from an SPE Shareholder or a Permitted Transferee of an SPE Shareholder, such transferee shall not have any rights pursuant to Section 5.4.

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2.2 Permitted Transfers

.

(a) A Shareholder may at any time transfer all or a portion of its Shares to any of its Affiliatesa Permitted Transferee, without the prior consent of any other Shareholder, if such Affiliate transferee either (i) directly or indirectly holds 100% of the Share Capital of the transferring Shareholder, individually or in the aggregate with other Affiliates, or (ii) directly or indirectly is owned only by Affiliates of the transferring Shareholder holding, directly or indirectly 100% of the Share Capital of the transferring Shareholder (each transferee under (i) or (ii), a “Permitted Transferee”), but only if:

(i) the Permitted Transferee becomes a Party to this Agreement pursuant to Section 2.5, and

(ii) the Permitted Transferee remains an Affiliate of the transferring Shareholdera Permitted Transferee as defined herein, and

(iii) in the case of a proposed transfer by a Non-SPE Shareholder, the transferee is not a Non-Permitted Transferee.

Without limiting the foregoing, the Shareholders shall not be entitled to avoid the restrictions on transfer of Shares in this Agreement by making one or more transfers to one or more Permitted Transferees and then disposing of all or any portion of such Shareholders’ interest in any such Permitted Transferee.

(b) If a Shareholder wishes to transfer any Shares held by it to a Permitted Transferee, such Shareholder shall give notice to the Company of its intention to make such a transfer not less than 10 Business Days prior to effecting such transfer, stating the name and address of the Permitted Transferee(s) to whom such transfer is proposed, the relationship of such Permitted Transferee to such Shareholder, and the number of Shares to be transferred to such Permitted Transferee.

2.3 Legending of Shares

.

(a) If the Shares are in physical form, the Company shall procure that each share certificate issued by it shall carry the following statement:

“Any disposition, transfer, encumbrance, pledge, charge of or dealing in any other manner in the Shares represented by this certificate is restricted by the Shareholders Agreement dated __________ 2012 by and among , , and ”, inter alia, SPE Mauritius Holdings Limited , SPE Mauritius Investments Limited , Swapriya Raj Holdings Pvt. Ltd and MAA Television Network Limited.”

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and to this end the Non-SPE Shareholders shall submit to the Company for affixation of the above legend of the Share certificates already issued to the Non-SPE Shareholders prior to the date of this Agreement.

(b) If the Shares are in dematerialised form, the Parties shall issue appropriate instructions to the depository participant not to transfer the Shares of either the SPE Shareholders or the Non-SPE Shareholders, except in accordance with the provisions of this Agreement. The SPE Shareholders and the Non-SPE Shareholders shall direct their respective depository participants not to accept any instruction slip or delivery slip or other authorization for transfer contrary to the terms of this Agreement.

2.4 Extension of time for Obtaining Consent

(a) . Where any Party is required under applicable Law to obtain a prior Approval for a transfer of Shares in accordance with this Agreement, then that Party shall only be permitted and obliged to consummate the transfer once it has obtained such Approval. Any period within which a transfer must be completed shall be extended by such further period as is necessary (i) to obtain valuation reports as prescribed under applicable Law for obtaining such Approval, (ii) to obtain such Approval, and (iii) to comply with any conditions regarding such Approval. The Party required to obtain such Approval shall exercise its reasonable best endeavours to apply for and obtain any such Approval in a timely manner and fulfill or satisfy any such conditions relating to obtaining such Approval without undue delay.

2.5 Agreement to be Bound Upon Transfer; Transfers in Compliance with Laws

. No transfer of Shares may be made by any Shareholder unless (a) the transferee has agreed in writing to be bound by the terms and conditions of this Agreement pursuant to a deed of adherence substantially in the form attached hereto as Annexure 4, (b) such transfer complies in all respects with any applicable provisions of this Agreement, and (c) such transfer complies in all respects with any applicable Laws. If requested by the Company, a legal opinion from counsel to such transferring Shareholder shall be supplied to the Company, at such transferring Shareholder’s expense, to the effect that such transfer complies with all applicable Laws. Any transfer of Shares in violation of this Section 2 shall be null and void ab initio.

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3. Right of First Negotiation; Right of Last Refusal

.

3.1 Right of First Negotiation

.

(a) Subject to ArticleSection 2, if at any time on or after the fifth anniversary of the Closing Date any of the SPE Shareholders, on the one hand, or any of the Non-SPE Shareholders, on the other, wishes to transfer Shares to any Person(s) other than to a Permitted Transferee or if the transferring Shareholder is a Promoter Shareholder, to another Promoter Shareholder (a “Third Party Purchaser”), any of the SPE Shareholders, on the one hand, or any of the Non-SPE Shareholders, on the other, as applicable, shall first offer to negotiate such transfer with the Non-SPE Shareholders or the SPE Shareholders, respectively, as follows:

(i) The Shareholder wishing to transfer Shares shall provide written notice (a “Negotiation Notice”) to the other Shareholders of its desire to transfer Shares, which shall state (i) the number of Shares proposed to be transferred (for purposes of this Section 3.1 and Sections 3.2, 3.3 and 3.4, the “Offered Shares”), (ii) a proposed purchase price per Offered Share and (iii) any other proposed material terms and conditions of such proposed transfer.

(ii) If the Shareholder wishing to transfer Shares is a Non-SPE Shareholder, the SPE Shareholders shall have the first right to negotiate the purchase of the Offered Shares, and if the SPE Shareholders notify the Shareholder wishing to transfer Shares of their desire to do so the Shareholder wishing to transfer Shares will negotiate exclusively and in good faith with the SPE Shareholders for a period of 30 days from its receipt of the Negotiation Notice before the Shareholder wishing to transfer Shares may negotiate with the other Non-SPE Shareholders or any Third Party Purchaser. If the SPE Shareholders fails to notify the Shareholder wishing to transfer Shares of their desire to negotiate the purchase of the Offered Shares within 10 Business Days of its receipt of the Negotiation Notice, or if the SPE Shareholders and the Shareholder wishing to transfer Shares do negotiate but fail to reach agreement within 30 days of the SPE Shareholders’ receipt of the Negotiation Notice, then the Shareholder wishing to transfer Shares shall provide notice thereof to the other Non-SPE Shareholders and such other Non-SPE Shareholders shall have the right to negotiate with the Transferring Party for a period of 30 days commencing on the date of their receipt of such notice.

(iii) If the Shareholder wishing to transfer Shares is an SPE Shareholder, the Non-SPE Shareholders shall have the right to negotiate in good faith with such SPE Shareholder for a period of 30 days before the SPE Shareholder may negotiate with any Third Party Purchaser.

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(b) If (i) the Shareholder wishing to transfer Shares and the other Shareholders fail to agree on the terms and conditions of the sale of the Offered Shares within the time periods contemplated above, or (ii) the other Shareholders notify the Shareholder wishing to transfer Shares that they do not wish to purchase the Offered Shares, then the Shareholder wishing to transfer Shares may thereafter negotiate with Third Party Purchasers in respect of the sale of the Offered Shares for a period of up to 90 days, subject to Section 3.2. If a contract relating to the sale of the Offered Shares is not entered into within such 90-day period or is not completed within 90 days after such contract is signed (or within 30 days after all Approvals are obtained, if later) or such longer period of time necessitated by the need to obtain governmental or regulatory approvals), then the restrictions provided for in this Section 3.1 shall again become effective, and no transfer of such Offered Shares may be made thereafter by the Shareholder wishing to transfer Shares without again offering to negotiate in accordance with this Section 3.1.

3.2 Right of Last Refusal

.

(a) Subject to Section 2 and 3.1, if at any time following the fifth anniversary of the Closing Date a Shareholder receives a bona fide offer (a “Bona Fide Offer”) from a Third Party Purchaser to purchase Shares (whether or not the procedure set forth in Section 3.1 has been followed), then, notwithstanding any agreement such Shareholder may have negotiated with such Third Party Purchaser, such Shareholder shall not irrevocably accept such Bona Fide Offer or consummate a transfer of Shares pursuant thereto without first making an irrevocable offer to the other Shareholders on the same terms as those set forth in the Bona Fide Offer as follows:

(i) The Shareholder wishing to transfer Shares pursuant to such proposed Bona Fide Offer (for the purposes of this Section 3.2 and Section 3.3, the “Transferring Party”) shall provide written notice (a “Transfer Notice”) to the other Shareholders, which shall state (i) the number of Offered Shares,

(ii) the proposed purchase price per Share for the Offered Shares (the “Offer Price”),

(iii) the material terms and conditions of such proposed Bona Fide Offer (which may not include any term or condition that could not reasonably be agreed to or satisfied by the other Shareholders),

(iv) the identity of the Third Party Purchaser (including, if reasonably applicable, the identity of the Persons controlling the Third Party Purchaser), and

(v) that the Third Party Purchaser has been informed of the right of last refusal and tag-along provided for in this Section 3.2 and

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Section 3.3, respectively, and that any sale to such Third Party Purchaser is conditioned upon the other Shareholders not exercising their rights under this Section 3.2.

(b) For a period of 30 days after receiving the Transfer Notice, the SPE Shareholders (unless the Transferring Party is the SPE Shareholders, in which case Section 3.2(d) shall apply) shall have the right (but no obligation) to purchase all (but not less than all) of the Offered Shares at a purchase price equal to the Offer Price and upon the other terms and conditions set forth in the Transfer Notice. Such right may be exercised by the SPE Shareholders’ delivery of written notice to the Transferring Party prior to the expiration of such 30-day period to the Shareholder wishing to transfer Shares pursuant to the Bona Fide Offer. The failure of the SPE Shareholders to respond within such 30-day period shall be deemed to be a waiver of their rights to purchase the Offered Shares.

(c) Unless the SPE Shareholders elect to purchase all of the Offered Shares pursuant to this Section 3.2, the Transferring Party may, subject to Section (c), sell the Offered Shares to the Third Party Purchaser at not less than the Offer Price and on the other terms and conditions set forth in the Offering Notice; provided that such sale is bona fide and made pursuant to a contract entered into within 60 days after the rights of last refusal set out in the foregoing provisions of this Section 3.2 have been exhausted. If such contract is not signed within 60 days or the sale is not consummated within 90 days after the signing of the contract (or within 30 days after all Approvals are obtained, if later), then the restrictions provided for in this Section 3.2 shall again become effective, and no transfer of such Offered Shares may be made thereafter by the Transferring Party without again offering the same to the other Shareholders in accordance with this Section 3.2.

(d) If the Transferring Party is a SPE Shareholder, subject to Section 3.4, this Section 3.2 shall apply, mutatis mutandis, including that the provisions of Section 3.2(b) and (c) applicable to the SPE Shareholders shall apply to the Non-SPE Shareholders and vice versa.

(e) Unless otherwise agreed by the Parties, the closing of the purchase and sale of the Offered Shares shall take place at 1:00 p.m. local time at the registered office of the Company (or such other location as may be agreed by the Parties) on the 10th Business Day after the last of any necessary Approvals has been received.

3.3 Tag Along Rights .

(a) Subject to Section 2, Section 3.1 and Section 3.2, if following the fifth anniversary of the Closing Date a Transferring Shareholder proposes to sell all or a portion of its Shares (excluding, if the Transferring Shareholder is a SPE Shareholder, a transfer of a minority interest in the Company required by changes in Indian Law or by an Indian Order) to a Third Party Purchaser (a “Tag-Along Purchaser”), then each of the other Shareholders (each, a “Tag-Along Rightholder”) shall have the right to sell to such Tag-Along Purchaser, upon the terms and conditions

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set forth in the Transfer Notice, that number of Shares held by such Tag-Along Rightholder equal to the percentage of the number of Shares proposed to be sold by the Transferring Shareholder (the “Tag-Along Offered Shares”) determined by dividing (i) the total number of Shares then owned by such Tag-Along Rightholder by (ii) the total number of Shares then outstanding on a Fully Diluted Basis. The Transferring Shareholder shall effect the sale of the Tag-Along Offered Shares and the Tag-Along Rightholder(s) shall sell the number of Shares to be sold by such Tag-Along Rightholder(s) pursuant to this Section 3.3(a), and the number of Shares to be sold to the Tag-Along Purchaser by the Transferring Shareholder shall be reduced accordingly.

(b) The tag-along rights provided by this Section 3.3 must be exercised by any Tag-Along Rightholder wishing to sell its Shares within 30 days following receipt of the Transfer Notice, by delivery of a written notice to the Transferring Shareholder, with a copy to the Company, indicating (A) such Tag-Along Rightholder’s wish to exercise its rights and (B) specifying the number of Offered Shares (up to the maximum number of Offered Shares determined in accordance with Section 3.3(a)) it wishes to sell. The failure of a Tag-Along Rightholder to respond within such 30-day period shall be deemed to be a waiver of such Tag-Along Rightholder’s rights under this Section 3.3. Each Tag-Along Rightholder that exercises its tag-along rights hereby agrees that it shall be bound by the same terms and conditions, including representations, warranties and indemnities and the payment of its pro rata share of all costs associated with such transaction, as the Transferring Shareholder; provided, however, that (x) no Tag-Along Rightholder shall be obligated to make any representations or warranties other than such representations and warranties as are made by the Tag-Along Selling Shareholder, (y) the indemnification obligation of each Tag-Along Rightholder with respect to the proposed transaction shall be limited to the gross proceeds received by such Tag-Along Rightholder in connection with such proposed transaction and shall not exceed such Tag-Along Rightholder’s ratable proportion of the aggregate gross proceeds received by the Tag-Along Selling Shareholder and the Tag-Along Rightholders in connection with such proposed transaction.

(c) If the Tag-Along Rightholders do not provide a Tag Along Notice to the Transferring Shareholder, then the Transferring Shareholder may, subject to Section (c), sell the Tag-Along Offered Shares to the Tag-Along Purchaser at not less than the Offer Price and on the other terms and conditions set forth in the Transfer Notice; provided that such sale is bona fide and made pursuant to a contract entered into within 60 days after the tag-along rights set out in this Section 3.3 have been exhausted. If such contract is not signed within 60 days or the sale is not consummated within 90 days after the signing of the contract (or within 30 days after all Approvals are obtained, if later), then the restrictions provided for in this Section 3.3 shall again become effective, and no transfer of such Tag- Along Offered Shares may be made thereafter by the Transferring Shareholder without again offering the same to the other Shareholders in accordance with this Section 3.3.

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(d) the closing of any sale and purchase of the Tag-Along Offered Shares by the Tag-Along Purchaser shall occur simultaneously with the closing of the sale of the Offered Shares pursuant to Section 3.2.

3.4 Drag-Along Rights.

(a) Subject to Section 2, Section 3.1 and Section 3.2, if at any time following the fifth anniversary of the Closing Date the SPE Shareholders, alone or together with other Shareholder(s), have received a Bona Fide Offer (whether solicited or not) to sell to a Third Party Purchaser (“Drag-Along Purchaser”), in a bona fide arm’s length sale (whether a sale by way of merger, consolidation, sale of securities, exchange of securities or any other type of business combination), Shares owned by the SPE Shareholders and, if applicable, such other Shareholder(s), constituting more than 50% of the total number of Shares on a Fully Diluted Basis, then the SPE Shareholders may send written notice (a “Drag-Along Notice”) to the other Shareholders (the “Drag-Along Sellers”) notifying them they will be required to sell or exchange the Drag-Along Percentage (as defined below) of their Shares (“Drag-Along Shares”).

(b) If the SPE Shareholders wish to exercise their rights under this Section 3.4, the SPE Shareholders shall give written notice to the Company and the Drag-Along Sellers at least 30 days prior to the proposed consummation of the proposed sale transaction, setting forth (i) the Offer Price, (ii) the material terms and conditions of such proposed Bona Fide Offer, (iii) the identity of the Drag-Along Purchaser (including, if reasonably applicable, the identity of the Persons controlling the Drag-Along Purchaser) and (iv) the estimated date on which such sale transaction is proposed to be consummated.

(c) Upon receipt of a Drag-Along Notice, each Drag-Along Seller shall be obligated to: (i) sell or exchange the Drag-Along Percentage of its Drag-Along Shares on the same terms and conditions as the SPE Shareholders (including representations, warranties and indemnities and the payment of its pro rata share of all costs associated with such proposed transaction); provided that in no event shall a Drag-Along Seller be required to sell any Drag-Along Shares if the price per Drag-Along Share paid to a Drag-Along Seller would be less than 90% of the Fair Market Value of a Drag-Along Share; and (ii) otherwise take all necessary action to cause the consummation of such transaction, including (A) voting its Shares in favor of or otherwise consenting to the proposed transaction and (B) not exercising any appraisal or dissenter rights in connection therewith or otherwise objecting thereto; provided, however, that (x) no Drag-Along Seller shall be obligated to make any representations or warranties other than such representations and warranties as are made by the SPE Shareholders, and (y) the indemnification obligation of each Drag-Along Seller with respect to the proposed transaction shall be limited to the gross proceeds received by such Drag-Along Seller in connection with such proposed transaction and shall not exceed such Drag-Along Seller’s ratable proportion of the aggregate gross proceeds received by the SPE Shareholders and the Drag-Along Sellers in connection with such proposed transaction.

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(d) Each Drag-Along Seller agrees, to the extent such Drag-Along Seller fails to comply with the preceding Section 3.4(c), to appoint the SPE Shareholders as its, his or her attorney-in-fact to do the same on its behalf.

(e) The closing of any sale and purchase of the Drag-Along Shares sold by the Drag-Along Sellers shall occur simultaneously with the closing of the sale of the SPE Shareholders’ Shares to the Drag-Along Purchaser. Prior to such closing each of the Drag-Along Sellers shall deliver to the SPE Shareholders or their designee(s) a no-objection certificate under Section 281 of the (Indian) Income Tax Act, 1961 (“NOC”).

(f) In the event a Non-SPE Shareholder has a good faith belief that the price per Share to be paid for the Drag-Along Shares is less than 90% of the Fair Market Value of a Drag-Along Share, such Non-SPE Shareholder may request the Board to reasonably determine the Fair Market Value of a Drag-Along Share (“Board Drag-Along Fair Market Value Determination”). If a Non-SPE Shareholder chooses to challenge the Board Drag-Along Fair Market Value Determination (the “Challenging Drag-Along Shareholder”), the Challenging Drag-Along Shareholder shall challenge such determination by delivering written notice of the challenge thereof to the Company within 10 Business Days after the Board’s determination of the Board Drag-Along Fair Market Value Determination. Upon receipt of such challenging notice by the Company, the Company shall appoint an Independent Valuer, which shall act as the independent valuator for the purpose of determining the Fair Market Value of the New SecuritiesDrag Along Share, which shall be final and binding on the Shareholders (the “Final Drag-Along Fair Market Value Determination”. The Independent Valuer shall be instructed to deliver a final written opinion setting forth the determination of the Fair Market Value of a Drag-Along Share in Indian rupees and the assumptions and calculations used in arriving at such determination as promptly as practicable but in no event later than 20 Business Days after being engaged by the Company. If the Board Drag-Along Fair Market Value Determination and the Final Drag-Along Fair Market Determination are different, then (i) where the difference between Final Drag-Along Fair Market Determination is less than the higher determination andBoard Drag-Along Fair Market Value Determination or no more than 20% greater than the lower determination is 20% or lessBoard Drag-Along Fair Market Value Determination, then the fees of the Independent Valuer shall be paid by the Challenging Drag-Along Shareholder and (ii) where the Final Drag-Along Fair Market Determination is more than 20% greater than the Board Drag-Along Fair Market Value Determination, then the fees of the Independent Valuer shall be paid by the SPE Shareholders, and (ii) where the difference between the higher determination and the lower determination is more than 20%, then the fees of the Independent Valuer shall be paid by the Challenging Drag-Along Shareholder.

(g) As used herein, “Drag-Along Percentage” means the percentage equal to the product of (i) the quotient of (A) the Shares being sold by the SPE Shareholders to the Drag-Along Purchaser divided by (B) the total number of Shares owned by the SPE Shareholders, multiplied by (ii) 100.

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3.5 Filings, Approvals and Closing

. Shareholders wishing to purchase Shares pursuant to Section 3.1 or 3.2 may, in their sole discretion, designate an Affiliate to make the purchase of the Offered Shares (so long as such Affiliate is not a Non-Permitted Transferee). If any filings with Governmental Authorities must be made or any consents, authorizations, no-objection certificates, registrations or other approvals must be obtained from Governmental Authorities, including RBI, CCI, MIB or FIPB approvals and/or tax clearances, if applicable (collectively, “Approvals”), for the transfer of Shares to a Shareholder (or its designated Affiliate), a Third Party Purchaser, a Tag-Along Purchaser or a Drag-Along Purchaser pursuant to this Section 3, as the case may be, each of the Shareholders agrees to make such necessary filings and use its reasonable endeavors to take such actions as may be necessary to apply for and obtain such Approvals as promptly as practicable., and the closing of any such transfer shall be conditioned upon and subject to obtaining such Approvals. In connection with any closing of the sale of Offered Shares, Tag-Along Offered Shares or Drag-Along Shares: (i) the selling Shareholder shall represent and warrant that it is transferring such Offered Shares, Tag-Along Offered Shares or Drag-Along Shares, as the case may be, free and clear of any Encumbrances and that it is the sole beneficial and legal owner of such Offered Shares, Tag-Along Offered Shares or Drag-Along Shares, (ii) the selling Shareholder shall deliver and/or execute such documents as are necessary or appropriate to effect such transfer, including if applicable the original share certificate(s) in respect of all of its Offered Shares, Tag-Along Offered Shares or Drag-Along Shares, as applicable, and properly stamped, valid and registrable share transfer form(s) in respect of all such Offered Shares, Tag-Along Offered Shares or Drag-Along Shares duly executed by the selling Shareholder in favor of the applicable transferees; and (iv) unless modified by the terms and conditions set forth in the Transfer Notice or the Drag-Along Notice, as applicable, the applicable transferees shall deliver to the selling Shareholder payment in full in immediately available funds for the Offered Shares, the Tag-Along Offered Shares or the Drag-Along Shares, as applicable.

4. Corporate Governance

.

4.1 General

. From and after the Closing Date:

(a) the Shareholders shall vote their Shares at any regular or special meeting of shareholders of the Company where a quorum is present (a “Shareholders Meeting”), and the Shareholders and the Company shall take all other actions necessary, to give effect to the provisions of this Agreement and to ensure that the Organizational Documents of the Company do not, at any time hereafter, conflict in any respect with the provisions of this Agreement. No quorum shall be deemed to be present unless the representatives of the SPE Shareholders are present; and

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(b) the Shareholders shall vote their Shares at any Shareholders Meeting, upon any matter submitted for action by the Company’s shareholders or with respect to which the Shareholders may vote, in conformity with the specific terms and provisions of this Agreement and the Organizational Documents of the Company.

4.2 Shareholder Actions

. In order to effectuate the provisions of this Agreement, each of the Shareholders:

(a) hereby agrees that when any action or vote is required to be taken by a Shareholder pursuant to this Agreement, such Shareholder, as applicable, shall use its reasonable endeavours to call, or cause the appropriate officers and directors of the Company to call, a Shareholders Meeting; and

(b) shall use its reasonable endeavours to (and subject to applicable law) persuade the Board of Directors to adopt, either at a meeting of the Board of Directors or by unanimous written consent of the Board of Directors, all the resolutions necessary to effectuate the provisions of this Agreement.

4.3 Certain Corporate Matters

. The Shareholders shall not approve or ratify, and shall use all commercially reasonable efforts to prevent, any of the following actions without the approval of Shareholders holding at least 75% of the issued and paid-up Shares:, either at a Shareholders Meeting or by written consent if no Shareholders Meeting is required to be held under the Act:

(a) launching of any new business outside of the scope of the business of the Company as currently conducted or implementation of any strategic initiatives outside the ordinary course of business;

(b) the issuance by the Company of any new Shares or any option, warrant or other subscription or purchase right with respect to Shares or other equity securities of the Company, except pursuant to Section 8.2;

(c) adoption of any stock option or stock incentive plan;

(d) the sale or other disposition to an un-Affiliated Person of assets of the Company (including any subsidiary thereof), outside the ordinary course of business;

(e) the acquisition, directly or indirectly, of any assets, securities, or businesses of any other Person, outside the ordinary course of business;,

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other than an acquisition of Shares from the Non-Seller Holders (as defined in the Share Purchase Agreement);

(f) any sale, transfer, licensing or other disposition of brand-names or trademarks or any other Intellectual Property used by the Company out of the ordinary course of business;

(g) any merger, consolidation, amalgamation or other business combination of the Company and/or any of its subsidiaries with one or more un-Affiliated Persons, other than a merger, amalgamation or other business combination in which the Shareholders control (as defined within the definition of “Affiliate”) the resulting entity after such merger, consolidation, amalgamation or other business combination;

(h) formation of any joint venture, partnership, consortium or other similar arrangement, other than any of the foregoing that is entered into in the ordinary course of business;

(i) the voluntary liquidation under applicable bankruptcy or reorganization Laws, or any dissolution or winding up of, the Company, or any reorganization or scheme of arrangement of the Company’s debts or obligations;

(j) any increase or decrease in the size of the Board of Directors;

(k) the listing of any Shares on any Stock Exchange and any matters related to the proposed listing;

(l) the creation of any subsidiary (i) outside of the ordinary course of business or (ii) if the Company’s investment in such subsidiary exceeds 25% of the stockholders’ equity of the Company as shown on the most recent annual audited consolidated balance sheet prepared in accordance with GAAP;

(m) the Company’s incurrence of financial indebtedness outside the ordinary course of business;

(n) any amendment, modification or restatement of the Organizational Documents (except as may be required pursuant to Section 4.1);

(o) any material change in accounting methods or policies of the Company unless in the determination of the Board such change is mandated by applicable Law or in the best interests of the Company; and

(p) any material change in Tax methods or policies of the Company unless in the determination of the Board such change is mandated by applicable Law or in the best interests of the Company.

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4.4 Election of Directors; Number and Composition; Etc

.

(a) Each of the Shareholders shall vote its Shares at any Shareholders Meeting and take all other actions necessary to cause the number of Directors constituting the entire Board of Directors to be seven;

(b) The SPE Shareholders shall be entitled to designate four SPE Directors and the Non-SPE Shareholders’ Representative shall be entitled to designate three Non-SPE Directors. The SPE Directors shall have the right to designate any of the SPE Directors to be appointed as the Chairman of the Board of Directors.

(c) Subject to the Act, (i) the Non-SPE Shareholders’ Representative shall be allowed to nominate, at its option, alternates for the Non-SPE Directors who may, in the absence of any of the Non-SPE Directors, attend and vote at meetings of the Board of Directors and (ii) the SPE Shareholders shall be allowed to nominate, at their option, alternates for the SPE Directors who may, in the absence of any of the SPE Directors, attend and vote at meetings of the Board of Directors and, to the extent necessary, the Shareholders shall procure the appointment of such Persons as alternate Directors.

(d) The rights, but not the obligations, of the Non-SPE Shareholders and the Non-SPE Shareholders’ Representative under this Section 4.4 shall terminate if the Non-SPE Shareholders’ Ownership Percentage is 10 per cent or less; and the rights, but not the obligations, of the SPE Shareholders under this Section 4.4 shall terminate if the SPE Shareholders’ Ownership Percentage is 10 per cent or less.

(e) As of the Closing Date, the Non-SPE Shareholders shall be entitled to designate one Observer. The Company shall provide all notices of meetings of the Board to the Observer in the same manner as the Directors and the Observer shall be entitled to attend all meetings of the Board provided however that the Observer shall be entitled to take part in discussions but not vote at a meeting of the Board.

(f) The Non-SPE Shareholders’ Representative shall not designate as a Non-SPE Director or as Observer an individual who is an officer, director, employee, Affiliate of, or has a direct relation to, a Non-Permitted Transferee. If at any time a Non-SPE Director or Observer becomes a Non-Permitted Transferee or an officer, director, employee or Affiliate of a Non-Permitted Transferee, the Non-SPE Shareholders shall promptly remove and replace such Non-SPE Director or Observer.

(g) No Person who has been charged with or convicted of any crime (including a violation of any Anti-Bribery Law) other than minor traffic violations shall be entitled to serve as a Director or Observer.

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(h) No Director or Observer shall be entitled to remuneration by the Company or reimbursement for expenses for his or her services as such (including travel, boarding and lodging expenses). This clause shall be without prejudice to the right of any Director who is also an executive officer or other employee of the Company to be remunerated for his or her services as such in terms of his/ her relevant agreement.

(i) The adoption of all matters by the Board shall require the affirmative vote of a majority of the Directors entitled to vote on the resolution (and not only those physically in India) either (i) in attendance at a meeting that has been duly convened and at which a quorum is present (whether in person or by videoconference), or (ii) acting by written resolution, in each case in accordance with the Articles.

4.5 Board of Directors Committees

. The Board may, from time to time, constitute committees of the Board (consisting exclusively of Directors) and may determine their functions, powers, authorities and responsibilities. Each committee shall be entitled to determine its governance and meeting mechanics provided that each meeting shall be duly minuted and the minutes shall be provided to the Board from time to time.

4.6 Removal and Replacement of Directors

.

(a) If at any time the Non-SPE Shareholders notify the SPE Shareholders of their wish to remove for any reason (or no reason) a Non-SPE Director, or if at any time the SPE Shareholders notifies the Non-SPE Shareholders of their wish to remove for any reason (or no reason) a SPE Director, then each of the Shareholders shall vote all of such Shareholder’s Shares so as to remove such Director. The Shareholders wishing to remove a Director appointed by them shall indemnify and hold harmless the other Parties hereto from and against any Losses incurred thereby or caused thereto, directly or indirectly, arising out of or relating to such removal.

(b) If at any time a vacancy is created on the Board of Directors by reason of the incapacity, death, removal or resignation of an Non-SPE Director or a SPE Director, as the case may be, then the Non-SPE Shareholders or the SPE Shareholders, as applicable, shall have the right to designate an individual who shall be elected to fill the vacancy until the next Shareholders Meeting. Upon receipt of notice of the designation of a nominee pursuant to this clause, each of the Shareholders, as soon as practicable after the date of such notice, shall take all reasonable actions, including the voting of its Shares, to elect the director so designated to fill the vacancy. The Non-SPE Shareholders shall have the right to replace the Observer with such person as they deem fit.

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4.7 Officers

.

(a) The officers of the Company shall be appointed, removed and replaced by the Board of Directors and shall consist of an officer performing the function of a chief executive officer (“CEO”), an officer performing the function of a chief financial officer (“CFO”), an officer performing the function of a chief programming officer (“CPO”), an officer performing the function of a chief risk officer (“CRO”) and such other officers as the Board of Directors may determine. The Board of Directors may create and define the duties of any such offices in the Company and shall elect and appoint persons to fill all such officers by resolution of a majority of the Directors. The management team of the Company shall function under the supervision of the Board and shall be responsible for day to day operations of the Company.

(b) Notwithstanding the foregoing, the appointment, removal and replacement of the CEO, CFO, CPO and CRO shall at all times require the affirmative vote of each of at least two SPE Directors. If reasonably practicable, the SPE Directors shall consult with the Non-SPE Directors regarding the appointment, removal or replacement of the CEO, CFO, CPO and CRO.

(c) No Person who has been charged with or convicted of any crime (including a violation of any Anti-Bribery Law) other than minor traffic violations shall be entitled to serve as an officer, manager or employee of the Company.

4.8 Appointment of External Auditors

. The Company shall appoint PriceWaterhouseCoopers as auditors of the Company . The Shareholders may cause the Company to replace PriceWaterhouseCoopers or its successors from time to time with another reputable firm of chartered accountants , provided, that if such newly appointed auditors are not appointed also at the time of such appointment as auditors of Sony Pictures Entertainment Inc. or any of its parent companies, the consent of at least one Non-SPE Director shall be required.

4.9 Books and Records

.

(a) The Company shall establish and maintain its books and records, and prepare its periodic statements of accounts in accordance with such accounting practices and procedures and finance policies and procedures which may be established by the Company from time to time, and which shall provide that the Company shall: (a) make and keep books, records, and accounts, which in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Company; and (b) devise and maintain a system of internal accounting controls

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sufficient to provide reasonable assurances that: (i) transactions are executed and access to assets is given only in accordance with management’s general or specific authorization; (ii) transactions are recorded in such a way as to permit the preparation of financial statements in conformity with generally accepted accounting principles; and (iii) assets and liabilities recorded in the financial statements are compared to the actual assets and liabilities and/or supporting documentation at reasonable intervals and appropriate action is taken with respect to any differences.

(b) The Company shall prepare and submit to the Board of Directors and the Shareholders the following information as soon as possible and no later than the dates and/or times set out below:

(i) audited accounts for the previous Financial Year within 90 days after the end of each Financial Year;

(ii) quarterly unaudited management accounts, in the form prepared by the Company’s management, within 30 days after the end of each calendar quarter; and

(iii) monthly unaudited management accounts, in the form prepared by the Company’s management, within 20 days after the end of each calendar month.

(c) The Company shall give full access to the Non-SPE Shareholders, the SPE Shareholders and their respective authorised representatives to visit and inspect all properties, assets, corporate, financial and other records, reports, books, contracts and commitments of the Company, and to discuss and consult its business, action plans, budgets and finances with the directors and executive officers of the Company, during working hours on a Business Day upon reasonable prior written notice to the chief executive officer(s) of the Company; provided this does not interrupt or materially interfere with the Company’s conduct of business in the ordinary course. All costs incurred by Shareholders in connection with such inspection shall be borne by the Shareholders undertaking the same.

(d) Notwithstanding the foregoing, the annual financial statements of the Company, and all material Tax filings of the Company, shall require the approval of the SPE Shareholders.

4.10 Compliance with Anti-Bribery Laws

. The Company and the Shareholders are committed to maintaining the highest standards of business conduct and, in furtherance thereof, agree to cooperate in a review of the Company’s business policies and practices with a view to implementing, as promptly as is reasonably practicable, such additional policies and procedures, or changes to existing policies and procedures, as are recommended by the SPE Shareholders in order to prevent the payment of bribes or other corrupt payments or inducements by the Company or its subsidiaries or any Person acting on its or their behalf. Without limiting

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the foregoing, the Company and the Non-SPE Shareholders agree that the SPE Shareholders may cause the Company and its subsidiaries to adopt policies and procedures that reflect the requirements of and/or best practices under applicable Anti-Bribery Laws. Each of the Non-SPE Shareholders and Non-SPE Directors shall vote to approve the adoption of such policies and procedures. Each of the Shareholders shall comply, and shall use such Shareholder’s best endeavors to cause the Company and each of such Shareholder’s Affiliates to comply, with all applicable Anti-Bribery Laws relating directly or indirectly to the Company and its subsidiaries. If any of the Shareholders becomes aware that a Government Official has or is likely to have any legal, financial or beneficial interest in this Agreement or the Company, such Shareholder(s) will promptly notify the other Shareholders and the Company in writing. On receipt of a written notice, the Shareholders as appropriate will consult together to address concerns under the applicable Anti-Bribery Laws and determine how to resolve those concerns satisfactorily. The Company will establish and implement an anti-bribery policy and procedures providing that neither it nor any Person acting on its behalf or under its control or direction will make any payment, offer to pay, promise to pay, or authorize any payment or exchange of money or anything of value, directly or indirectly, to any Government Official or to any Person owned (legally, beneficially or otherwise) or controlled by any Government Official, or do any of the following to, with, or in respect of any Government Official or Persons owned or controlled by such Governmental Official (as applicable) (a) make any investments, (b) provide any loans, guarantees, surety or indemnity, (c) acquire any business or assets, or (d) enter into or participate in any joint venture, collaboration, businesses, opportunities, alliances or enterprises, in order to obtain or retain business for the Company or to secure any improper advantage for the Company in order to obtain or retain business for the Company or to secure any improper advantage for the Company. Due diligence will be performed as appropriate on all third parties who will have dealings with Government Officials to ensure that the Company contracts only with reputable agents, consultants or other representatives. Any third party retained by the Company to provide consulting, lobbying or other professional services and assistance and who will deal with Government Officials on behalf of the Company will be required to sign a non-bribery compliance representation.

4.11 Compliance with Laws and Sony Policies

. In conducting its business, the Company shall procure that its personnel shall comply with (a) all applicable Law, including all applicable Law and regulations regarding labor and employment matters, safety issues and the health of its personnel, (b) the Sony Pictures Entertainment Code of Business Conduct, all Sony Pictures Entertainment Inc. and Sony Corporation privacy and data protection policies, the Sony Pictures Entertainment Anti-Bribery Policy, the Sony Corporation Finance Policy and any other company policies of Sony Corporation and Sony Pictures Entertainment Inc. as may be amended and sent to the Company from time to time and (c) all policies and procedures described in Section 4.10.

4.12 Conflict with Organizational Documents

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. Each Shareholder undertakes to the Company and to each other Shareholder that in the event of any ambiguity or conflict arising between the terms of this Agreement and those of the Organizational Documents of the Company, it shall cause the Organizational Documents of the Company to be amended to the extent necessary to eliminate that ambiguity or conflict, until which time the provisions of this Agreement shall prevail. Without prejudice to the provisions of this clause, the Company shall not be bound by any provision of this Agreement which would constitute an unlawful fetter on its statutory powers.

4.13 Related Party Transactions

. The Company shall not, nor shall it permit any of its direct or indirect subsidiaries to, transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of the other Parties or their Affiliates or their Related Persons (“Related Party Transactions”), except in any of the following instances: (a) Related Party Transactions that are at a price and on other terms and conditions not less favorable to the Company or its direct or indirect subsidiary than could be obtained on an arm’s length basis from unrelated third parties (“Arms-Length Terms”); (b) payment of ratable distributions with respect to the Shares in accordance with their terms; and (c) payment or prepayment of indebtedness, premiums, principal payments, fees, interest or similar payments when due for such indebtedness to the extent the occurrence of such indebtedness was not in violation of this Section 4.13.

4.14 No Limitations on Affiliates or Directors; Programming Right of First Refusal and Last Negotiation

. Each Party expressly acknowledges and agrees that:

(a) To the extent permitted by Law and except as otherwise provided in this Agreement (including in Section 4.14(d) and Section 9) or in the Share Purchase Agreement, each Shareholder (and any Director who may be appointed to the Board of Directors by such Shareholder) and its Affiliates may engage in activities competitive with those of the Company, and may pursue business opportunities that may also be available to the Company, and enter into agreements with any Persons for services similar to those services offered by the Company (except always that each Shareholder or any Director appointed by such Shareholder shall not, and shall procure that none of its Affiliates shall, use any Confidential Information relating to the Company or any other information relating to the Company's activities or proposed activities (including any business opportunities identified or being pursued by the Company) of which such Shareholder or Director may become aware as a consequence of its shareholding in, or involvement with, the Company for the purposes of competing with the Company or for the purposes of obtaining any commercial advantage over the Company in respect of negotiations with relevant third parties).

(b) Without limiting the foregoing, except as otherwise specifically agreed in this Agreement (including in Section 4.14(d) and Section 9) or in

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the Share Purchase Agreement, none of the Shareholders, their Affiliates, joint ventures or alliances, existing or future, shall be subject to any restrictions or objections from entering into any businesses, opportunities, investments, joint ventures, collaborations, partnerships, alliances, enterprises, or any other collaboration, agreement or arrangement, by itself or through another Person or otherwise.

(c) To the extent permitted by Law and except as otherwise provided in this Agreement (including in Section 4.14(d) and Section 9), no Shareholder (and no Director who may be appointed to the Board of Directors by a Shareholder) and no Affiliate of any Shareholder shall have any liability as a fiduciary or similar capacity in connection with the pursuit of any such activities.

(d) Notwithstanding anything to the contrary contained in this Agreement, in the event Geetha Arts Private Limited and/or Annapurna Studios Private Limited1 elects to grant or license rights in and to any Promoter Content in any territory in which the Company delivers its channels, the Non-SPE Shareholders agree to cause Geetha Arts Private Limited or Annapurna Studios Private Limited, as applicable, to negotiate in good faith with the Company for a period of seven (7) days for such rights.  If after seven (7) days Geetha Arts Private Limited or Annapurna Studios Private Limited, as applicable, and the Company cannot reach a mutually satisfactory license agreement in connection with such rights, Geetha Arts Private Limited or Annapurna Studios Private Limited, as applicable, shall be free thereafter to make and/or receive offers/ enter into agreements from third parties with respect to such Promoter Content (“Third Party Offer”), provided the Third Party Offer is not less favorable than the last offer that the Company had made for such Promoter Content. The Parties agree that this Section 4.1(d) shall cease to be valid and effective vis-à-vis Geetha Arts Private Limited if Mr. A Arvind Babu ceases to hold any Shares in the Company and/or ceases to remain in control (whether by himself or through one or more of his Affiliates and Related Persons) of Geetha Arts Private Limited and vis-à-vis Annpurna StudioAnnapurna Studios Private Limited if Mr. A Nagarjuna Rao ceases to hold any Shares in the Company and/or ceases to remain in control (whether by himself or through one or more his Affiliates and Related Persons) of Annapurna Studios Private Limited.

4.15 Agreement to be Bound

. The Company shall not issue any Shares to any Person not a party to this Agreement or to any Optionholder pursuant to the exercise of any Outstanding Option, unless such Person has agreed in writing to be bound by the terms and conditions of this Agreement pursuant a deed of adherence substantially in the form attached hereto as Annexure 4.  Any issuance of Shares by the Company in violation of this Section 4.15 shall be null and void ab initio.

4.16 Shareholders Not to Bind Company

1 To be discussed whether other promoter affiliates added.

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. Except as otherwise provided in this Agreement or as otherwise specifically authorised in writing, no Shareholder nor any of its Affiliates shall take any action to bind or act for, or assume any obligations, liabilities or responsibilities on behalf of, the Company.

4.17 Director Indemnification

. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable Law, each Director of the Company from and against any and all Losses, as incurred, arising out of or based upon the fact that such person is or was a Director of the Company; provided that the Company shall not be liable to any Director to the extent that such Losses arise out of or are based upon willful or reckless misconduct or gross negligence of such Director or fraud.

4.18 Government Officials . No Shareholder, Director, manager, officer or employee of the Company who is a Government Official shall take any action in relation to the Company or attempt to influence any such action on the part of any other Government Official that would constitute a breach of any such Person’s official duties or that is dishonest, illegal or a breach of trust. Each of the Shareholders shall ensure that any such Government Official who is an Affiliate, Related Person or owner of such Shareholder complies fully with such prohibition.

4.19 Written Consents. Actions which are not required by applicable Law to be approved at a general meeting may be approved by the Shareholders in writing by the requisite percentage of Shareholders necessary to approve such actions.

5. Purchase of Underlying Shares; Call Option; Transfer to Third Parties; Sale of the Company

.

5.1 Purchase of Underlying Shares

. Commencing on June 1, 2014 but not later than on September 30, 2014 (the “Exercise Period”), the SPE Shareholders and/or their designees shall purchase (i) from the Optionholders all of the Shares underlying the Outstanding Options whether theretofore exercised or(but not (which as of the Closing Date shall mean [811to exceed[808,270] Shares) and (ii) from Mr. C.Chunduri Ramakrishna (together with the Optionholders, (the “Underlying Shares Sellers”) 400,000 Shares held by him (together, the “Underlying Shares”), and the Underlying Shares Sellers shall upon deliveryreceipt of an Exercise Notice sell the Underlying Shares, in exchange for a total cash consideration equal to the Underlying Shares Price. The obligation of the Underlying Shares Sellers to sell the Underlying Shares pursuant to the this Section 5.1, and the obligation of the SPE Shareholders to purchase the Underlying Shares, shall transfer to any Permitted Transferee and/or a Third Party Purchaser of the SPE Shares or the Underlying Shares, as applicable. Prior to the closing of the sale of the Underlying Shares pursuant to Section 5.1(d), the Company shall take all actions necessary so that all Outstanding Options shall

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become fully vested and exercisable (whether or not currently exercisable) and, immediately before such closing, each Outstanding Option not theretofore exercised shall be exercised. The following procedures shall apply to the purchase of the Underlying Shares:

(a) Exercise Notice . At any time during the Exercise Period, the SPE Shareholders may purchase the Underlying Shares by delivering a written notice (an “Exercise Notice”) to the Underlying Shares Sellers and the Company by no later than the last day of the Exercise Period. The Exercise Notice shall state the election of the SPE Shareholders to purchase all the Underlying Shares without any conditions (other than those contemplated by this Agreement, which need not be stated in any such Exercise Notice). It is agreed and understood that by the end of the Exercise Period, the SPE Shareholders shall have submitted an Exercise Notice to purchase all of the Underlying Shares.

(b) Filings and Approvals . If any filings with Governmental Authorities must be made or any Approvals must in the SPE Shareholders’ reasonable determination be obtained for the purchase of the Underlying Shares pursuant to this Section 5.1, each of the Parties agrees to make such necessary filings and use its reasonable endeavors to take such actions as may be necessary to obtain such Approvals as promptly as practicable.

(c) Determination of the Company’s EBITDA . As soon as practicable after the completion of the Financial Year ending on March 31, 2014, but in any event no later than 90 days after the completion of such Financial Year, the Company shall deliver to the SPE Shareholders and Underlying Sellers the (A) Audited Financial Statements for such Financial Year, and (B) a certificate executed by the CFO setting forth the Company’s EBITDA derived from such Audited Financial Statements (such determination, the “EBITDA Determination”), together with supporting documentation for such determination. The EBITDA Determination shall be deemed final and binding on the Parties.

(d) The parties acknowledge that Optionholders who are Employee Holders on or prior to the closing of the Purchase of Underlying Shares (and therefore parties to this Agreement) shall be subject to and bound by this Section 5.1, and that Optionholders who have not previously exercised their Outstanding Options shall be subject to and bound by terms identical to this Section 5.1 pursuant to the ESOP and each such Optionholder’s Employee Stock Option Agreement with the Company.

(e) Closing of Purchase of Underlying Shares . Unless otherwise agreed by the Parties, the closing of the sale of the Underlying Shares pursuant to this Section 5.1 shall take place at 1:00 p.m. local time at the registered office of the Company (or such other location as may be agreed by the Parties) on the later of (i) October 31, 2014, (iii) the 20th Business Day after the Price Per Share has been determined pursuant to this Section 5.1 and (iii) the 5th Business Day after the Business Day on which the last of any necessary filings have been made and Approvals

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has been unconditionally received. At the closing of the purchase of the Underlying Shares the following shall occur in the following order:

(f) each Optionholder holding Outstanding Options which had not theretofore been exercised shall pay the applicable aggregate Exercise Price of such Outstanding Options to the Company;

(g) the Company shall duly issue and allot all the Underlying Shares in respect of Outstanding Options which had not theretofore been exercised to the Optionholders;1

(h) the SPE Shareholders, or their designee(s), shall pay to each Underlying Shares Seller, by wire transfer of immediately available funds to a bank account designated in writing by such Underlying Shares Seller at least twenty Business Days before such closing, an amount equal to the Option Consideration due to such Underlying Shares Seller against which Mr. Chunduri Ramakrishna shall transfer the Underlying Shares held by him, and the Company shall procure the transfer of the Underlying Shares held by the other Underlying Shares Sellers, to the SPE Shareholders in the manner stipulated by the SPE Shareholders under the Exercise Notice;

(i) the Underlying Shares Sellers shall transfer legal and beneficial ownership of the their Underlying Shares to the SPE Shareholders or their designee(s);2), and the Underlying Shares Sellers shall deliver to the SPE Shareholders duly filled up and signed and undated irrevocable transfer instruction slips representing all of the Underlying Shares and containing irrevocable instructions to the Underlying Shares Sellers’ depository participant(s), as applicable, to debit the Underlying Shares Sellers’ depository participants’ accounts and to credit the SPE Shareholders’ depository participant account for all of the Underlying Shares;

(ii) each of the Underlying Shares Sellers shall deliver to the SPE Shareholders and/or their designee(s) a certificate representing and warranting that such Underlying Shares Seller is the legal and beneficial owner of the Underlying Shares being sold thereby and (B)  upon issuance or transfer of such Underlying Shares to the SPE Shareholders and/or their designee(s), as the case may be, against payment therefor in accordance with this Agreement, the SPE Shareholders and/or their designee(s) shall receive good and valid title to such Underlying Shares, free and clear of any Encumbrances.

5.2 Call Option

1 AMSS to add any necessary language in respect of instructions to depository participants

2 AMSS to add any necessary language in respect of instructions to depository participants

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. Commencing on the fifth anniversary of the Closing Date and ending on the seventh anniversary of the Closing Date (the “Call Option Period”), the SPE Shareholders and/or their designees shall have the right at their option (the “Call Option”) to purchase from the Non-SPE Shareholders all of the Non-SPE Shares at a price (the “Call Price”) equal to the Fair Market Value of the CallNon-SPE Shares, determined in accordance with Section 5.3, provided, however, that (to the maximum extent permitted under applicable Law) in no event shall the Call Price be greater than an amount equal to the product of (x) the percentage of outstanding Shares owned by the Non-SPE Shareholders on a Fully Diluted Basis and (y) Rs. 2,000 Crores. The obligation of the Non-SPE Shareholders to sell the Non-SPE Shares pursuant to the Call Option, and the right of the SPE Shareholders to exercise the Call Option, shall transfer to any Permitted Transferee and/or a Third Party Purchaser of the SPE Shares or Non-SPE Shares, as applicable. The following procedures shall apply to the Call Option:

(a) Call Option Notice . If the SPE Shareholders elect to exercise the Call Option, they shall do so by delivering a written notice (an “Option Notice”) to the Non-SPE Shareholders by no later than the last day of the Call Option Period. The Option Notice shall state the election of the SPE Shareholders to exercise the Call Option to purchase all (but not less than all) of the Non-SPE Shares (the “Call Shares”) without any conditions (other than those contemplated by this Agreement, which need not be stated in any such Option Notice). Upon receipt of an Option Notice, no Non-SPE Shareholder shall be permitted to transfer any Shares except pursuant to this Section 5.2.

(b) Filings and Approvals . If any filings with Governmental Authorities must be made or any Approvals must in the SPE Shareholders’ reasonable determination be obtained for the purchase of the Non-SPE Shares pursuant to the Call Option, each of the Parties agrees to make such necessary filings and use its reasonable endeavors to take such actions as may be necessary to obtain such Approvals as promptly as practicable.

(c) Call Option Closing . Unless otherwise agreed by the Parties, the closing of the sale of the CallNon-SPE Shares pursuant to the Call Option shall take place at 1:00 p.m. local time at the registered office of the Company (or such other location as may be agreed by the Parties) on the later of (i) the 20th Business Day after the Call Price has been determined pursuant to Section 5.2 and (ii) the 5th Business Day after the Business Day on which the last of any necessary filings have been made and Approvals have been unconditionally received, which date shall be deemed to be the date of exercise of the Call Option by the SPE Shareholders. At the closing of the Call Option:

(i) the SPE Shareholders and/or their designees, shall pay to the Non-SPE Shareholders the Call Price; and

(ii) the Non-SPE Shareholders shall transfer legal and beneficial ownership of the Call Shares to the SPE Shareholders or their designees(s).Non-SPE Shares to the SPE Shareholders or their designees(s) and in this

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regards, the Non-SPE Shareholders shall deliver to their depository participants, transfer instruction slips that are duly executed, accurate and complete, instructing the depository participant to transfer the Non-SPE Shares from the Non-SPE Shareholders’ demat accounts to the SPE Shareholders’ demat accounts.

(iii) each of the selling Non-SPE Shareholders shall deliver to the SPE Shareholders and/or their designees a certificate representing and warranting that (A) such Non-SPE Shareholder is the legal and beneficial owner of the CallNon-SPE Shares being sold thereby and (B) upon the sale and delivery of such Call Shares to the SPE Shareholders and/or their designees against payment therefor in accordance with this Agreement, the SPE Shareholders and/or their designees shall receive good and valid title to such CallNon-SPE Shares, free and clear of any Encumbrances.

5.3 Determination of Fair Market Value

. Promptly following receipt of an Option Notice, the Shareholders shall use their respective good faith efforts to agree on the Fair Market Value of the CallNon-SPE Shares within thirty (30) days following such receipt. If the Shareholders are unable to mutually agree on the Fair Market Value of the CallNon-SPE Shares within such 30-day period, then they shall jointly appoint an Independent Valuer, which shall act as the independent valuator for the purpose of determining the Fair Market Value of the CallNon-SPE Shares, which shall be final and binding on the Parties. If the Shareholders cannot agree on the appointment of an Independent Valuer within thirty (30) days, then the Non-SPE Shareholders, acting through the Non-SPE Shareholders’ Representative, on the one hand, and the SPE Shareholders, on the other hand, shall each appoint an Independent Valuer. Each of such Independent Valuers shall determine the Fair Market Value of the CallNon-SPE Shares. If either of the Independent Valuers does not provide a determination, then the Fair Market Value of the CallNon-SPE Shares shall be the determination provided by the other Independent Valuer and shall be final and binding on the Shareholders. If both Independent Valuers provide a determination but the determinations are different, then (i) where the difference between the higher determination and the lower determination is 20% or less, then the Fair Market Value of the CallNon-SPE Shares shall be the average of the two determinations, which determination shall be final and binding on the Shareholders, or (ii) where the difference between the higher determination and lower determination is more than 20%, the two Independent Valuers shall appoint a third Independent Valuer, which shall provide its own determination, and the Fair Market Value of the CallNon-SPE Shares shall be whichever of the three determinations is between the other two determinations, which determination shall be final and binding on the Shareholders. In the event that the Independent Valuers appointed by the Shareholders cannot agree on an Independent Valuer pursuant to clause (ii) above within thirty (30) days, then any Shareholder shall be entitled to bring a petition to request that such Independent Valuer be selected by the President for the time being of the ICC (or its successor), which shall be final and binding on the Shareholders. The fees of the Independent Valuers (including those of any third Independent Valuer appointed to this Section 5.3) shall be split equally between the Non-

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SPE Shareholders and the SPE Shareholders; provided, however, that if a Shareholder (or group of Shareholders) appoints an Independent Valuer then such Shareholder (or group of Shareholders) shall pay the fees of the Independent Valuer appointed by it. The Parties shall use their reasonable endeavors to promptly provide, and to cause the Company to promptly provide, any information or data to the Independent Valuer(s) that it (they) may reasonably request in connection with its engagement. The Independent Valuer(s) shall be instructed to deliver a final written opinion setting forth the determination of Fair Market Value in Indian rupees and the assumptions and calculations used in arriving at such determination as promptly as practicable but in no event later than 20 Business Days after being engaged by the Parties.

5.4 Transfer to Third Parties; Company Sale

.

(a) Transfer to Third Parties . In the event that the SPE Shareholders do not exercise the Call Option during the Call Option Period or fail to acquire all the Non-SPE Shares from the Non-SPE Shareholders pursuant to the Call Option, then the Non-SPE Shareholders shall be entitled to sell and transfer their Shares to any Person they deem fit (other than a Non-Permitted Transferee) without following the process set out in Section 3.2 (for sake of clarity, Section 3.1 shall still apply).

(b) Company Sale . In the event that (x) the SPE Shareholders do not exercise the Call Option during the Call Option Period or fail to acquire all the Non-SPE Shares from the Non-SPE Shareholders pursuant to the Call Option, and (y) the Promoter Shareholders hold at least 25% of the outstanding Shares on a Fully Diluted Basis, then the Non-SPE Shareholders (acting through the Non-SPE Shareholders’ Representative) shall have the right (but no obligation) during the period between such seventh anniversary and the eighth anniversary of the Closing (the “Sale Exercise Period”),”) to require the Company and the SPE Shareholders to initiate a process leading to the sale of the Company through an auction process, as follows:

(i) The SPE Shareholders and the Non-SPE Shareholders (acting through the Non-SPE Shareholders’ Representative) shall mutually agree upon an investment bank to represent them in such sale. If after 30 days they are unable to mutually agree upon an investment bank to represent them, then the Non-SPE Shareholders shall select the investment bank;

(ii) In no event shall the sale price of the Company be less than 90% of its Fair Market Value;

(iii) Any such sale (and its process) shall be bona fide and structured and consummated in such a manner so as to be in full compliance with all Laws;

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(iv) In no event shall any such sale be made to any of the Persons listed in subclause (ii) through (vii) of the definition of Non-Permitted Transferee;

(v) Prior to consummation of any such sale, the Non-SPE Shareholders’ Representative shall provide written notice to the SPE Shareholders which shall state the price proposed in such sale and all other terms and conditions of such sale (which may not include any term or condition that could not reasonably be agreed to or satisfied by the SPE Shareholders), and for a period of 30 days after receiving such notice the SPE Shareholders shall have the right (but no obligation) to purchase the Company on the same terms and conditions, including price. Such right may be exercised by the SPE Shareholders’ delivery of written notice to the Non-SPE Shareholders’ Representative prior to the expiration of such 30-day period. The closing of such sale shall take place at the offices of the Company within 30 days after delivery of such notice by the SPE Shareholders or, if later, within 30 days after receipt of any necessary Approvals for such sale.

(vi) In any such sale, the SPE Shareholders shall not be obligated, without their prior written consent (which consent shall not be unreasonably withheld or delayed), to (A) make any representations and warranties other than (1) customary representations and warranties about the MAA Business (2) representations and warranties analogous to those made in Sections 3.1 through 3.8 and Section 3.10 of the Share Purchase Agreement by the Sellers (as defined in the Share Purchase Agreement), to the SPE Shareholders, (3) agree to any non-competition, non-solicitation or other restrictive covenant, (4) agree to any term not equally applicable to the Non-SPE Shareholders, (5) agree to any escrow of purchase price, or (6) agree to any indemnities other than for breach of the representations and warranties given by the SPE Shareholders.

(c) The SPE Shareholders and the Non-SPE Shareholders undertake to take all such actions as are reasonably required to consummate a sale of all Shares of the Company as may be advised by the investment bank, in accordance with this Section 5.4(b).

5.5 Withholding .

(a) The SPE Shareholders shall be entitled to deduct and withhold from any amounts otherwise payable Under Section 5.1 or 5.2 to any Underlying Shares Seller or Non-SPE Shareholder, as applicable, 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 such Underlying Shares Sellers or Non-SPE Shareholders in respect of which such deduction and withholding was made.

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(b) Each of the Underlying Shares Sellers pursuant to Section 5.1 or Non-SPE Shareholders pursuant to Section 5.2 shall within thirty (30) days of receipt of the Exercise Notice or Call Notice, as applicable, furnish to the SPE Shareholders such Underlying Shares Seller’s or Non-SPE Shareholder’s Permanent Account Number and any other information that is reasonably required by the Purchasers or under Law in order to calculate the Withholding Tax Amount or in connection with the withholding tax certificate (referred to below) and any Filings made by the SPE Shareholders with any tax authority. Each of the Underlying Shares Sellers and Non-SPE Shareholders, as applicable, shall extend such S Underlying Shares Seller’s or Non-SPE Shareholder’s cooperation and assistance in relation to this Section 5.5(b).

(c) The SPE Shareholders shall deposit any Withholding Tax Amount with the Tax Authorities and issue a withholding tax certificate in the name of the Underlying Shares Seller or Non-SPE Shareholder in respect of whom the Withholding Tax Amount has been deducted under this Section 5.5.

(d) Each of the Drag-Along Sellers pursuant to Section 3.4, the Underlying Shares Sellers pursuant to Section 5.1, and the Non-SPE Shareholders pursuant to Section 5.2, as the case may be, (but in each case excluding the Employee Holders), shall deliver to the SPE Shareholders or their designee(s) a no-objection certificate under Section 281 of the (Indian) Income Tax Act, 1961an NOC.

6. Representations and Warranties

.

6.1 Of the SPE Shareholders

. Each SPE Shareholder hereby represents and warrants to the Non-SPE Shareholders as follows:

(a) Such SPE Shareholder is a company, duly incorporated, validly existing and in good standing under the Laws of Mauritius. Such SPE Shareholder has all requisite corporate power and authority, and has taken all corporate actions required, to execute and deliver this Agreement and to perform its obligations hereunder.

(b) This Agreement has been duly executed and delivered by such SPE Shareholder and, assuming due execution and delivery by the Company and the Non-SPE Shareholders, constitutes the legal, valid and binding obligation of such SPE Shareholder, enforceable against such SPE Shareholder in accordance with its terms.

(c) The execution and delivery by such SPE Shareholder of this Agreement, and the performance by such SPE Shareholder of its obligations hereunder, will not: (i) conflict with or violate the Organizational

41

Documents of such SPE Shareholder; or (ii) violate any Contract to which such SPE Shareholder is a party.

(d) No Government Official has any legal, financial or beneficial interest in such SPE Shareholder or in this Agreement, and none of the owners, key employees, officers, directors or agents of such SPE Shareholder is a Government Official.

6.2 Of the Non-SPE Shareholders

. Each of the Non-SPE Shareholders hereby represents and warrants to the SPE Shareholders as follows:

(a) Such Non-SPE Shareholder, if a company, is duly incorporated, validly existing and in good standing under the Laws of India, and has all requisite corporate power and authority, and has taken all corporate actions required, to execute and deliver this Agreement and to perform its obligations hereunder.

(b) This Agreement has been duly executed and delivered by such Non-SPE Shareholder and, assuming due execution and delivery by the SPE Shareholders, constitutes the legal, valid and binding obligation of such Non-SPE Shareholder, enforceable against it in accordance with its terms.

(c) The execution and delivery by such Non-SPE Shareholder of this Agreement, and the performance by such Non-SPE Shareholder of its obligations hereunder, will not: (a) conflict with or violate the Organizational Documents of either of the Non-SPE Shareholders; or (b) violate any Contract to which such Non-SPE Shareholder is a party.

(d) Except as set forth on Schedule 6.2(d), such Non-SPE Shareholder is not a Government Official; no Government Official has any legal, financial or beneficial interest in such Non-SPE Shareholder or in this Agreement; and none of the owners, key employees, officers, directors or agents of such Non-SPE Shareholder is a Government Official.

6.3 Of the Company

. The Company hereby warrants to the Shareholders as follows:

(a) The Company is a corporation, duly incorporated, validly existing and in good standing under the Laws of India. The Company has all requisite corporate power and authority, and has taken all corporate actions required, to execute and deliver this Agreement and to perform its obligations hereunder.

(b) This Agreement has been duly executed and delivered by the Company and, assuming due execution and delivery by the SPE

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Shareholders and the Non-SPE Shareholders constitutes the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms.

(c) The execution and delivery by the Company of this Agreement, and the performance by the Company of its obligations hereunder, will not: (a) conflict with or violate the Organizational Documents of the Company; or (b) violate any Contract to which the Company is a party.

(d) No Government Official has any legal, financial or beneficial interest in the Company or in this Agreement, and none of the owners, key employees, officers, directors or agents of the Company is a Government Official.

7. Indemnification

.

7.1 Indemnification by the SPE Shareholders

. Each of the SPE Shareholders shall indemnify and hold harmless the Non-SPE Shareholders and their Affiliates and Related Persons (“Non-SPE Indemnitees”) from and against, and shall promptly reimburse the Non-SPE Indemnitees for, any and all Losses incurred thereby or caused thereto, directly or indirectly, arising out of or relating to (i) any breach of or inaccuracy in any representation or warranty made by such SPE Shareholder under this Agreement, and/or (ii)  any breach or default in performance by such SPE Shareholder of any obligation contained in this Agreement.

7.2 Indemnification by the Non-SPE Shareholders

. Each of the Non-SPE Shareholders shall indemnify and hold harmless the SPE Shareholders and their Affiliates (the “SPE Indemnitees”) from and against, and shall promptly reimburse the SPE Indemnitees for, any and all Losses incurred thereby or caused thereto, directly or indirectly, arising out of or relating to (i) any breach of or inaccuracy in any representation or warranty made by such Non-SPE Shareholders under this Agreement, and/or (ii) any breach or default in performance by such Non-SPE Shareholder of any obligation contained in this Agreement, (iii) any Taxes and any withholding obligations with respect to the purchase of the Underlying Shares or the Non-SPE Shares, including in connection with (x) any lack of validity or revocation of any NOC issued to an Underlying Shares Seller or a Non-SPE Shareholder or (y) the failure by any Underlying Shares Seller or a Non-SPE Shareholder to furnish the SPE Shareholders with a copy of an NOC prior to the purchase of the Underlying Shares or Non-SPE Shares, as applicable, and/or (iv) any Tax demand outstanding (disputed or otherwise) or arising in respect of any Tax claim with regard to any Underlying Shares Seller or Non-SPE Shareholder.

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7.3 Notice and Defense of Claims

.

(a) Notice of Legal Actions . The Party entitled to indemnification pursuant to this Section 7 (the “Indemnified Party”) shall promptly notify the Party liable for indemnification pursuant to this Section 7 (the “Indemnifying Party”) and shall provide to the Indemnifying Party all information and documentation necessary to support and verify any Losses that the Indemnified Party shall have determined to have given, or is reasonably likely to give, rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the failure to so notify the Indemnifying Party in a timely manner shall not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that it is prejudiced by the Indemnified Party’s failure to give such notice promptly.

(b) Defense of Actions . To the extent it wishes, the Indemnifying Party shall be entitled to assume the defense of any Legal Action that is the subject of this Section 7 with counsel reasonably satisfactory to the Indemnified Party; except that the Indemnified Party may retain its own counsel (i) at its own expense in order to participate in such defense and (ii) at the expense of the Indemnifying Party if representation of both the Indemnifying Party and the Indemnified Party would, in the reasonable judgment of such Indemnified Party, be inappropriate due to actual or potential differing interests between them. No Indemnifying Party shall be required to indemnify any Indemnified Party for any amount paid or payable by such Indemnified Party in the settlement of any Legal Action agreed to without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). Notwithstanding the foregoing, however, the Indemnifying Party shall not have any right to, and shall not without the Indemnified Party's prior written consent (which consent shall be in the Indemnified Party's sole and absolute discretion), settle or compromise any claim if such settlement or compromise (i) would require any admission or acknowledgment of wrongdoing or culpability by the Indemnified Party, (ii) provide for any non-monetary relief to any Person to be performed by the Indemnified Party, or (iii) would, in the case of the SPE Shareholders, in any manner materially adversely interfere with, enjoin, or otherwise restrict any project and/or production, or the release or distribution of any motion picture, television programme or other project, of the SPE Shareholders or their subsidiaries or Affiliates.

(c) Offset Right . Notwithstanding anything to the contrary contained herein, the SPE Shareholders shall have the right to off-set, on a pro rata basis, the amount of any unrecouped claim for Losses the SPE Shareholders or any of their Indemnified Parties may have pursuant to the provisions of this Section 7 or pursuant to Article X of the Share Purchase and Subscription Agreement against any amounts due and payable by them to the Non-SPE Shareholders, including in respect of the Call Price, if (a) a Adjudicated Decision is issued that entitles the SPE Shareholders to compensation or reimbursement for any Losses, or (b) if the SPE Shareholders notify

44

the Non-SPE Shareholders’ Representative of any Losses that are not subject to any Adjudicated Decision (by written notice including reasonable details and supporting documentation concerning the grounds for the Losses), in which case the SPE Shareholders shall be entitled to deduct the amount of such Losses from such amounts due and payable to the Non-SPE shareholders prior to the payment thereof to the Non-SPE Shareholders hereunder and deposit such amount in an interest bearing escrow account. The escrow account shall be established with Citibank, or other bank designated by the SPE Shareholders, to be held until such time as a Adjudicated Decision is issued that entitles the SPE Shareholders to compensation or reimbursement for any Losses or pursuant to a mutual settlement agreement of the Parties, at which time the funds in the escrow account shall be distributed in accordance with the Adjudicated Decision or the mutual settlement agreement, as applicable. In addition, the SPE Shareholders shall be entitled to receive, and the Non-SPE shareholders shall direct that the Company shall pay on a pro rata basis to the SPE Shareholders or the escrow agent, as applicable, any such unrecouped claim for Losses on the same basis as set forth above, and the Non-SPE Shareholders shall be deemed to waive their rights to such dividends. Any such off-set or payment direction shall be made in good faith and only if the SPE Shareholders have delivered to the Non-SPE Shareholders a reasonably detailed notice of the basis for such off-set or payment direction, at least three Business Days prior to the due date for payment of such amount. The Non-SPE Shareholders agree and confirm that they shall take all steps as are required under applicable Law to effectuate the offset right of the SPE Shareholders and the Indemnified Parties as set out in this Section 7.3(c), including making applications for statutory consents as may be required (e.g., for establishment of an escrow account).

8. Additional Capital Contributions /Preemptive Rights

.

8.1 Additional Capital Contributions . No Shareholder shall have any obligation or commitment to make any Capital Contributions or otherwise provide funds to the Company.

8.2 Preemptive Rights

(a) If the Company wishes to issue any Share Capital (collectively, “New Securities”), other than in connection with or after the closing of an initial public offering or in connection with the exercise of the Outstanding Options, the Company shall offer such New Securities first to the Shareholders (each, a “Preemptive Rightholder” and collectively, the “Preemptive Rightholders”) by sending written notice (the “New Issuance Notice”) to the Preemptive Rightholders no later than 20 Business Days prior to any such issuance of New Securities, which notice shall state (x) the nature and number of New Securities proposed to be issued and (y) the proposed purchase price per security of the New Securities, which price (the “Proposed Price”) shall reflect the then Fair Market Value of the New Securities reasonably determined by the Board of Directors (the “Board Offer Fair Market Value Determination”).

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(b) For a period of 10 Business Days after the giving of the New Issuance Notice, each of the Preemptive Rightholders shall have the right to purchase its Ownership Percentage of the New Securities at a purchase price equal to the Proposed Price and upon the same terms and conditions set forth in the New Issuance Notice. If any Preemptive Rightholder does not fully subscribe for its Ownership Percentage of the New Securities, subject to Section 8.2(d), then each Preemptive Rightholder that elected to purchase New Securities shall have the right to purchase that percentage of the remaining New Securities not so subscribed for (the “Excess New Securities”) determined by dividing (x) the total number of Shares then owned by such fully participating Preemptive Rightholder by (y) the total number of Shares then owned by all fully participating Preemptive Rightholders who elected to purchase Excess New Securities. Each of the Shareholders may assign to any of its Affiliates, but not to a third party, all or any portion of its rights as a Preemptive Rightholder pursuant to this Section 8.2, and such Affiliate shall deliver a deed of adherence as contemplated by Section 2.5(a) and be treated as a Permitted Transferee.

(c) The right of each Preemptive Rightholder to purchase the New Securities under Section 8.2(b) shall be exercisable by delivering written notice of the exercise thereof to the Company prior to the expiration of the 10 Business Day period referred to in Section 8.2(b), which notice shall state the number or amount of New Securities that such Preemptive Rightholder elects to purchase. Delivery to the Company by a Shareholder of an exercise notice pursuant to this Section 8.2(c), shall be deemed an irrevocable waiver by such Shareholder of any right such Shareholder might otherwise have had to challenge the Board Offer Fair Market Value Determination. The failure of a Preemptive Rightholder to respond within such 10 Business Day period shall be deemed to be a waiver of such Preemptive Rightholder’s rights under Section 8.2(b).

(d) If a Shareholder chooses to challenge the Board Offer Fair Market Value Determination (the “Challenging Offer Shareholder”), the Challenging Offer Shareholder shall challenge such determination by delivering written notice of the challenge thereof to the Company prior to the expiration of the 10 Business Day period referred to in Section 8.2(b). Upon receipt of such challenging notice by the Company, the Company shall appoint an Independent Valuer, which shall act as the independent valuator for the purpose of determining the Fair Market Value of the New Securities, which shall be final and binding on the Shareholders (the “Final Offer Fair Market Value Determination”. The Independent Valuer shall be instructed to deliver a final written opinion setting forth the determination of the Fair Market Value of the New Securities in Indian rupees and the assumptions and calculations used in arriving at such determination as promptly as practicable but in no event later than 20 Business Days after being engaged by the Company. If the Board Offer Fair Market Value Determination and the Final Offer Fair Market Determination are different, then (i) where the difference between Final Offer Fair Market Determination is less than the higher determination andBoard Offer Fair Market Value Determination or no more than 20% greater than the lower determination is 20% or lessBoard Offer Fair Market Value Determination, then the fees of the Independent Valuer shall be paid by the Challenging

46

Offer Shareholder and (ii) where the Final Offer Fair Market Determination is more than 20% greater than the Board Offer Fair Market Value Determination, then the fees of the Independent Valuer shall be paid by the Company, and (ii) where the difference between the higher determination and the lower determination is more than 20%, then the fees of the Independent Valuer shall be paid by the Challenging Offer Shareholder. .

(e) Each Preemptive Rightholder purchasing the New Securities shall deliver at the closing payment in full in immediately available funds for the New Securities purchased by it. At such closing, all of the parties to the transaction shall execute such additional documents as are otherwise necessary or appropriate, as notified in the New Issuance Notice or as applicable to the issuance of New Securities to third parties.

8.3 Issuance of New Securities. In the event the Company issues any New Securities to a Person not already a party to this Agreement, such Person shall agree in writing to be bound by the terms and conditions of this Agreement pursuant to a deed of adherence substantially in the form attached hereto as Annexure 4.

9. Restrictive Covenants

. Without limiting in any way any similar obligation contained in the Share Purchase Agreement or any other Transaction Document:

9.1 Non-Competition; Non-Solicitation

. Each Promoter Shareholder undertakes to the Company and, as a separate obligation, to each SPE Shareholder that, while such Promoter Shareholder holds Shares and for a period of two years after such Promoter Shareholder ceases to hold any Shares, such Promoter Shareholder 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;

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

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

9.2 No Use of Names and Marks

. No Promoter Shareholder 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)

47

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.

9.3 Treatment of Restrictive Covenants

.

(a) Each Promoter Shareholder 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 Promoter Shareholder, would constitute a breach of this Section 9. Having regard to all the circumstances, each of the Parties acknowledges that each of the obligations contained in this Section 9 is reasonable as to subject matter, area and duration and is necessary for the protection of the goodwill of the Company.

(b) Each of the obligations assumed by the Promoter Shareholders in this Section 9 shall be separate and severable and shall be construed and be enforceable independently of the others.

(c) While the restrictions in this Section 9 are considered by the Parties to be reasonable in all the circumstances, it is agreed that if any provision of this Section 9 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.

(d) 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 Section 9, 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.

10. Miscellaneous .

10.1 Governing Law

. This Agreement and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement shall be governed by and construed in accordance with the Laws of India without regard to the choice of law principles thereof.

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10.1 10 .2 Resolution of Disputes

10.2 .

(a) Any dispute arising out of or in connection with this Agreement, 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 .10.2. The number of arbitrators shall be three (one nominated by each of the Non-SPE Shareholders and SPE Shareholders respectively and the third nominated by the two arbitrators appointed after such nomination by the Shareholders). The seat, or legal place,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 10.2 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 to the extent possible notwithstanding commencement of any proceedings in accordance with this Section .10.2.

(c) Unless otherwise determined by the arbitral tribunal the Shareholders shall bear and pay their own legal or other costs.

(d) Other than Section 9, Section 27 and Section 37(i)(a) of the Arbitration Act, which shall only be applicable in accordance with Section 9.2(e), Part I of the Arbitration Act, shall not be applicable to any arbitration under this Section 10.2.

(e) Section 9, Section 27 and Section 37 (i)(a) of the Indian Arbitration Act shall apply only until such time as the Party not seeking relief under this Section 10.2 appoints its nominee arbitrator.

(f) This Section 10.2 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.

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(g) Notwithstanding anything to the contrary herein, in connection with any claim of breach of this Agreement or any other Transaction Document (as defined in the Share Purchase Agreement), the Non-SPE Shareholders 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 SPE Shareholders or their Affiliates, or the use, publication or dissemination of any advertising in connection with such motion picture, production or project.

10.3 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 (g). 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.

(h) If to the SPE Shareholders, to:

SPE Mauritius Holdings Limited6th Floor, Tower A1 CyberCityEbène, MauritiusAttention: General CounselFacsimile: +1-310-244-0510

and

SPE Mauritius Investments Limited6th Floor, Tower A1 CyberCityEbène, MauritiusAttention: General CounselFacsimile: +1-310-244-0510

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

Sony Pictures Entertainment Inc.10202 W. Washington Blvd.Culver City, CA 90232 USAAttention: Corporate Legal DepartmentFacsimile: +1-310-244-2169

and

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

(i) If to the Company, to:

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

(j) If to the Non-SPE Shareholders, to:

[insert name and contact details of Non-SPE Shareholders’ Representative]

10.3 Non-SPE Shareholders’ Representative

. Each of the Non-SPE Shareholders hereby irrevocably appoints ______________ as its, his or her agent-in-fact and representative to exercise the powers accorded to such Person in this Agreement (“Non-SPE Shareholders’ Representative”).

10.4 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, without prior written 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).

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10.5 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 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 Non-SPE Shareholders or their Affiliates, by the Non-SPE Shareholders, or in the case of Confidential Information in respect of the SPE Shareholders or their Affiliates, by the SPE Shareholders;

(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;

(vi) such disclosure is reasonably required in connection with a transfer of Shares or any direct or indirect interests in any of the Shareholders (but only if such transfer is permitted under this Agreement and only if all reasonable steps are taken to maintain the confidentiality, and limit the dissemination, of such Confidential Information beyond that which is reasonably required in that connection;

(vii) 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) Notwithstanding the foregoing, nothing in this Agreement shall restrict the ability of each of the Parties to disclose Confidential Information to its Representatives who are advised of the confidential and/or proprietary

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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.

(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.

10.6 Successors and Assigns

. This Agreement shall inure to the benefit of and be binding upon successors and Permitted Transferees of the Parties and a Third Party Purchaser in accordance with Section 3. Except as specifically permitted in Section 2 and Section 3, no Party shall assign or transfer or purport to assign or transfer any of its rights or obligations hereunder without the prior written consent of the other Parties.

10.7 Amendment and Waiver

.

(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

53

the Parties. Any such amendment, supplement, modification, waiver or consent shall be binding upon the Parties.

10.8 Counterparts

. 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.

10.9 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.

10.10 Headings

. 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.

10.11 Severability

. 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.

10.12 Expenses

. Except as otherwise expressly provided herein, the SPE Shareholders, the Non-SPE Shareholders and the Company shall each pay all of their own expenses (including attorneys’ and accountants’ fees, costs and expenses) in connection with the negotiation of this Agreement, the performance of their obligations hereunder and the consummation of the transactions contemplated by this Agreement. Stamp duty, if any, on this Agreement to be borne by the Company.

10.13 Entire Agreement

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. 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. Without limiting the foregoing, each Non-SPE Shareholder agrees that this Agreement supersedes, terminates and replaces all previous understandings among them and any other Person (including but not limited to (a) 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) in respect of their shareholding in the Company and management of the Company.

10.14 Effectiveness; Termination

.

(a) This Agreement shall become effective on the Closing Date and (except as specified below) shall terminate upon the earliest to occur of (each, a “Termination Event”) (i)  the effective date of the listing of the Shares on the Bombay Stock Exchange or another internationally recognized stock exchange, and (ii) written notice by the SPE Shareholders to the Non-SPE Shareholders following a material uncured breach by the Non-SPE Shareholders of Section 4.10 (unless such breach was approved by the Board of Directors or the Shareholders).

(b) If a Termination Event occurs, then this Agreement shall terminate and cease to be of any effect, except that (i) such termination shall not release any Party from the discharge of any existing liability in respect of any breach of this Agreement prior to the Termination Event and (ii) the obligations, undertakings and/or duties of the Parties under this Section 10 shall survive the termination of this Agreement.

(c) If any Shareholder effects a transfer of all of its Shares to any Person in full compliance with the provisions of the Organizational Documents of the Company and this Agreement, then, except as provided below, all of the rights and obligations of such Shareholder pursuant to this Agreement shall terminate and cease to be of any effect from and after the date of such transfer, except that such termination shall not release such Shareholder from the discharge of any liability in respect of any breach of this Agreement by such Shareholder prior to such termination. Notwithstanding the above, the obligations, undertakings and/or duties of such Shareholder pursuant to this Section 10 shall survive the termination of this Agreement.

10.15 No Partnership or Agency

. Nothing in this Agreement (or any of the arrangements contemplated hereby) shall be deemed to constitute a partnership between the Parties nor constitute any Party the agent of any or all of the other Parties for any purpose or give any Party any

55

power or authority to commit or bind any other Party. In addition, unless otherwise agreed in writing between the Parties, none of the Shareholders shall enter into contracts with any Person as agent for the Company or for any other Party, nor shall any Shareholder describe itself or in any way hold itself out as being an agent for the Company or for any other Party.

10.16 Further Assurances

. Each of the Parties shall, and shall cause their respective Affiliates to, execute such documents and perform such further acts as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement. Without limiting the foregoing, each Shareholder shall, in a timely manner and as required from time-to-time, take all commercially reasonable actions as may be necessary or appropriate to cooperate with the other Shareholders to ensure that each of the Shareholders has all of the information necessary to prepare and effect any notice to or filing with a Governmental Authority, to respond to any request for information from a Governmental Authority, or to seek any Approval. Furthermore, the Shareholders undertake with each other to exercise their powers in relation to the Company so as to ensure that the Company fully and promptly observes, performs and complies with its obligations under this Agreement.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement on the date first written above.

SPE MAURITIUS HOLDINGS LIMITED

By: Name: Title:

SPE MAURITIUS INVESTMENTS LIMITED

By: Name: Title:

[NON-SPE SHAREHOLDERS AND OPTIONHOLDERS]

By: Name: Title:

MAA TELEVISION NETWORK LIMITED

By: Name: Title:

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Annexure 1

Non-SPE Shareholders

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Annexure 2

Articles of Association of the Company

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Annexure 3

List of Independent Valuers1

ICICI Securities Ltd. Citigroup Global Markets India Pvt. Ltd. Barclays BofA/Merrill UBS HSBC Deutsche Bank Goldman Sachs Morgan Stanley Credit Suisse J.P. Morgan Ernst & Young Deloitte Touche Grant Thornton BDO KPMG

1 Subject to review by Sony Finance.

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Annexure 4

Form of Deed of Adherence

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Schedule 6.2(d)

Government Officials

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