REFERENCE INTERCONNECT OFFER [INTERNET PROTOCOL TELEVISION (IPTV)]

REFERENCE INTERCONNECT OFFER [INTERNET PROTOCOL TELEVISION (IPTV)] FOR TV18 BROADCAST LIMITED, through its Authorized Representative, IndiaCast Media Distribution Private Limited OFFICE USE ONLY Agreement No: SA SMS Reference No: Customer Reference No: This Agreement is executed on this day of, 2017 by and between: TV18 Broadcast Limited, a company incorporated under the Companies Act, 1956, having its corporate office at Express Trade Towers, Plot No. 15 & 16, Sector 16A, Noida 201 301, Uttar Pradesh (hereinafter referred to as Broadcaster, which expression, unless repugnant to the meaning or context thereof, shall be deemed to mean and include its successors and permitted assigns), through its Authorized Representative, IndiaCast Media Distribution Private Limited, a company incorporated under the Companies Act, 1956, and having its office at [hereinafter referred to as IndiaCast, which expression, unless repugnant to the meaning or context thereof, shall be deemed to mean and include its successors and permitted assigns]; and Operator: Operator s Status: Company Partnership Firm Proprietorship Firm Individual HUF Other Registered Address:, Contact Person: Tel. No.: Fax No.: Email id: Correspondence Address:, Contact Person: Tel. No.: Fax No.: Email id: Name of Authorized Signatory (Mr./Ms.): Status of Required Registrations / Licenses (All Details Mandatorily Required to be Provided) IPTV License Any Other Applicable License (please specify in the space below OR write NA for Not Applicable) Permanent Account Number (PAN) T Account Number (TAN) Goods & Service Tax Registration Entertainment Tax Registration Name of Registrant / License holder License / Registration No. Validity From NA To NA [hereinafter referred to as Affiliate, which expression, unless repugnant to the meaning and context thereof, shall mean and include the successors and permitted assigns]. RECITAL: (A) (B) (C) Broadcaster is the owner/licensee of the Channels having the relevant up-linking and downlinking permission from the MIB and is authorized to retransmit signals of the Channels in the Territory. The Authorized Representative has been exclusively authorized by the Broadcaster to act as the exclusive agent of the Broadcaster to distribute the Channels, inter alia, to DPOs authorized to retransmit signals of satellite television channels through their respective Distribution Platform. Affiliate is a DPO authorized to retransmit signals of satellite television channels through its Distribution Platform in the Authorized Area of Transmission. Page 1 of 67

(D) Affiliate is desirous to subscribe and carry the Subscribed Channels for further retransmission through its applicable Permitted Digital Distribution Platform in the Authorized Area of Transmission and in this regard has approached Broadcaster, through the Authorized Representative. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, constituting good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. DEFINITIONS: In this Agreement, unless the context requires otherwise, the following defined terms shall have such respective meaning as have been assigned to them herein below. Additionally, there are other defined terms in the body of the Agreement and the Annexes attached to this Agreement which shall have such respective meaning as have been assigned to them therein. (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Add-On Package means a Package offered on the Affiliate s Distribution Platform which is a direct buy-through by payment of additional subscription fee or is opted by the subscriber free of cost over and above the Basic Package. Applicable Laws means all applicable statutes, enactments, acts of legislative or parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directives or orders, including amendments thereto, of any Government Authority, statutory authority, tribunal, court or recognized stock exchange in the Territory including without limitation, any local and national laws, treaties, voluntary industry standards (if any) rules, directives, regulations, guidelines, and code of conduct of the MIB, TRAI, MCIT, DOT, DEITY that have come into effect, those applicable to any tax, consumer and/or product safety, data piracy and the privacy and protection of personally identifiable information, the protection of minors, employees, and the environment, the United States Foreign Corrupt Practices Act of 1977 and any amendments thereto and the United Kingdom s Bribery Act 2010 and any amendments thereto (and any local or foreign equivalent). For the purpose herein, Government Authority means any government authority, statutory authority, government department, government agency, board, tribunal or court or other entity authorized to make laws, rules or regulations having jurisdiction on behalf of the republic of India or any state and any authority exercising powers conferred by Applicable Law, including, without limitation, the TRAI and the MIB. Agreement means this Reference Interconnect Offer [Internet Protocol Television (IPTV)], including the Schedules and the Annexures attached to this Agreement. Authorized Territory means the areas listed in Annexure A attached to this Agreement. Authorized Representative means IndiaCast, which is Broadcaster s authorized representative/intermediary (as contemplated in applicable TRAI s interconnection regulations) for executing this Agreement, and is/will be acting for and on behalf of Broadcaster. Basic Package means the Package(s) offered by the Affiliate, which an existing subscriber of the Affiliate s Permitted Digital Distribution Platform and/or a subscriber joining the Affiliate s Distribution Platform has to mandatorily subscribe in order to avail Package(s) offered on the Affiliate s Distribution Platform, without additional obligation on such subscriber to subscribe to any other television channel or Add-On Package offered on the Affiliate s Distribution Platform. BST Package means a package of free-to-air channels offered by the Affiliate, if applicable, to subscribers of its Distribution Platform. Bouquet means package/combination/assortment of channels, from amongst the Channels, offered by the Broadcaster together as a group or as a bundle, as is listed in Annexure B-2 attached to this Agreement. Conditional Access System or CAS means conditional access system installed at the DPO s head-end that enables subscribers of the DPO s Distribution Platform to access and to view channel(s) available on the DPO s Distribution Platform for retransmission and also prevents unauthorized viewers from accessing such channels. Channels means and includes the satellite television channels listed in Annexure B attached to this Agreement. Page 2 of 67

(k) (l) 1 Commercial Subscriber means a subscriber who causes the signals of TV channels to be heard or seen by any person for a specific sum of money to be paid by such person. Confidential Information means any confidential information disclosed by Broadcaster/Authorized Representative to the Affiliate while the Affiliate is participating in the affairs/business of Broadcaster/Authorized Representative and any such other confidential and proprietary information, including the terms and conditions of this Agreement, disclosed by Broadcaster/Authorized Representative during the Term. (m) DEITY means the Department of Electronics and Information Technology. (n) (o) (p) (q) (r) (s) (t) (u) (v) DOT means the Department of Telecommunications under MCIT in India. DPO means any Cable Operator, HITS Operator, DTH Operator and/or IPTV Operator authorized to retransmit signals of satellite television channels through the applicable Distribution Platform. DPO Subscribed Channels shall have such meaning as is set forth in Clause 8(a) of this Agreement. Equipment means equipment comprising of digital satellite receivers together with associated viewing cards and remotes (where applicable) for each of the Subscribed Channels, details of which are set forth in Annexure B attached to this Agreement, which enables the Affiliate decrypt the encrypted signals of the Subscribed Channels. Incentive Terms Compliance Report shall have such meaning as is set forth in Clause 11(d) of this Agreement. Intellectual Property means all right, title and interest in the programming and all copyright, creative, artistic and literary contents, trademarks, trade names, services marks, logs, materials, formats and concepts relating to the Channels, or any mark of the right holders of any programming exhibited on the Channels. IPTV Operator an operator licensed by the applicable authorities (MCIT/DOT/DEITY/TRAI/MIB) under Applicable Laws to provide IPTV Service in the Territory. IPTV Service means delivery of multi-channel television programs in addressable mode by using closed access internet protocol over a closed network. LCN shall have such meaning as is set forth in Clause 7(a) of this Agreement. (w) Least Priced Pay Package means the Package [consisting/comprising of one or more pay channel(s) and may or may not have free to air channel(s)] offered on the Affiliate s Distribution Platform which has the lowest per subscriber per month rate/tariff as compared to the other Package [consisting/comprising of one or more pay channel(s) and may or may not have free to air channel(s)] offered on the Affiliate s Distribution Platform. (x) (y) (z) Marks shall mean all Intellectual Property owned or used by Authorized Representative or its affiliates or the Broadcaster from time to time in connection with the Channel(s), including, without limitation, the trade names and trademarks specified by Authorized Representative itself, or on behalf of the Broadcaster or otherwise notified in writing by Authorized Representative from time to time. MCIT means the Ministry of Communications and Information Technology in India. Merged Entity shall have such meaning as is set forth in Clause 10(a) of this Agreement. (aa) MIB means the Ministry of Information & Broadcasting in India. (bb) Monthly Average Subscriber Level means the figure arrived at by summing up the number of Subscribers on the first day of the month in question and on the last day of the month in question and then divided such summed up number by 2 (two). 1 The definition of Commercial Subscriber is without prejudice to the rights and contentions of the Broadcaster and would be subject to revision depending upon the orders/direction as may be finally passed in the Appeal No. 4(c) of 2015 & 5(C) of 2015 before Hon ble Telecom Disputes Settlement and Appellate Tribunal, Civil Appeal No. 3728 of 2015 before Hon ble Supreme Court of India, Writ Petition (C) No. 5161 of 2014 and Writ Petition (C) No. 506 of 2016 before Hon ble High Court of Delhi or any other matter in this subject. Page 3 of 67

(cc) Monthly License Fee shall have such meaning as is set forth in Clause 4 of this Agreement. (dd) New Distribution Platform Service shall have such meaning as is set forth in Clause 10(c) of this Agreement. (ee) Ordinary Subscriber means a subscriber who is not a Commercial Subscriber. (ff) Packages means various packages/combination/assortment of channels (comprises of channels of various broadcasters) offered by Affiliate to subscribers of Affiliate s Distribution Platform. (gg) Party means, individually, the Broadcaster (through the Authorized Representative) and the Affiliate. (hh) Parties means, collectively, the Broadcaster (through the Authorized Representative) and the Affiliate. (ii) (jj) Payment Due Date shall have such meaning as is set forth in Clause 5(c) of this Agreement. Distribution Platform means IPTV ServiceDigital Addressable Cable Television Network. (kk) Piracy shall have such meaning as is set forth in Clause 15(a) of this Agreement. (ll) Remunerative Incentive Plan shall have such meaning as is set forth in Clause 8(a) of this Agreement. (mm) Security Systems shall have such meaning as is set forth in Clause 15(a) of this Agreement. (nn) STB means Affiliate provided and/or Affiliate authorized set top box (embedded with Affiliate designated vendor designed CAS microchip) installed in the premises of the Subscriber that allows such Subscriber to receive the Subscribed Channel(s) in an unencrypted and descrambled manner through the Affiliate s Distribution Platform. (oo) Subscriber means, for each calendar month or part thereof, each STB with an Ordinary Subscriber in the Authorized Territory who receives the Subscribed Channels from Affiliate s Distribution Platform at a place indicated by such Ordinary Subscriber and uses the same for domestic purposes without further transmitting it to any other person, and specifically excludes Commercial Subscriber. For the sake of clarity, each STB in the private residential household(s) or private residential multi-dwelling unit(s) of an Ordinary Subscriber receiving the Subscribed Channel(s) from the Affiliate through Affiliate s Distribution Platform, shall be treated as one Subscriber. (pp) SMS means a subscriber management system or device which stores the subscriber records and details with respect to name, address and other information regarding the hardware being utilized by the subscriber, channels or bouquets of channels subscribed to by the subscriber, price of such channels or bouquets of channels as defined in the system, the activation or deactivation dates and time for any channel or bouquet of channels, a log of all actions performed on a subscriber s record, invoices raised on each subscriber and the amounts paid and discounts allowed to the subscriber for each billing period. (qq) Subscribed Channels means the channels from amongst the Channels and/or the Bouquet subscribed/retransmitted by the Affiliate, as are specifically identified by the Affiliate by assigning tick marks ( ) against such channels from amongst the Channels and/or Bouquet listed in Annexure B-1 and/or Annexure B-2, respectively, attached to this Agreement. (rr) Subscriber Reports means the monthly Subscriber reports to be provided by Affiliate to the Authorized Representative in terms of Clause 11 of this Agreement. (ss) Subscriber Report Due Date shall have such meaning as is set forth in Clause 11(b) of this Agreement. (tt) Technical Audits shall have such meaning as is set forth in Clause 15(c) of this Agreement. (uu) Technical Auditor shall have such meaning as is set forth in Clause 15(c) of this Agreement. (vv) Technical Specifications means the technical specifications set forth in Annexure C to the Agreement and to which, the STBs, CAS and SMS must comply with. (ww) Territory means the whole of India. Page 4 of 67

(xx) Term means the period commencing from, 2017 and expiring on, 201, unless terminated earlier in accordance terms of the other provisions of this Agreement. (yy) TDSAT means Telecom Dispute Settlement and Appellate Tribunal, New Delhi. (zz) TPO shall have such meaning as is set forth in Clause 10(a) of this Agreement. (aaa) TRAI means the Telecom Regulatory Authority of India. 2. INTERPRETATION: In the interpretation of the Agreement, unless the context requires otherwise: (a) The headings herein are used for convenience only and shall not affect the construction of this Agreement. (b) The references to Annexure and Schedule are references respectively to the annexure to this Agreement. (c) The reference to the singular includes reference to plural and vice versa. (d) The reference to any gender includes a reference to all other genders. (e) The term including shall mean including without limitation. 3. NON-EXCLUSIVE RIGHTS: (a) (b) (c) (d) On the basis of the representations, warranties and undertakings given by Affiliate, and subject to Affiliate complying with all the terms and conditions as set out in this Agreement (including but not limited to the payment terms), Broadcaster through the Authorized Representative hereby grants non-exclusive right to Affiliate to receive the signals of Subscribed Channels through the Equipment directly from designated satellites and retransmit the signals of Subscribed Channels through Affiliate s Distribution Platform to the subscribers of Affiliate s Distribution Platform in the Authorized Territory in a securely encrypted manner during the Term (both to be done at Affiliate s sole cost and expense) in accordance with the terms and conditions as set out in this Agreement, and Affiliate hereby accepts such grant of rights and agrees and acknowledges to retransmit the signals of the Subscribed Channels to the subscribers of Affiliate s Distribution Platform in the Authorized Territory in a securely encrypted manner during the Term (both to be done at Affiliate sole cost and expense) in accordance with the terms and conditions as set out in this Agreement. All rights not specifically and expressly granted to Affiliate under this Agreement are withheld and reserved by Broadcaster. Without prejudice to the generality of the foregoing, Parties agree that rights granted to Affiliate exclude any/all rights to retransmit Channel(s)/Subscribed Channel(s) (or part thereof) through DACS, DTH, HITS, internet, mobile, non-addressable cable platforms; and/or for any non-linear viewing (e.g., any form of VOD); and/or for reception on any device (such as, personal computers) other than television sets; and/or retransmission using any technology now available or which may become available in future. Affiliate understands and agrees that mere possession of the Equipment and/or access to the signals of the Subscribed Channel(s) does not entitle Affiliate to receive and/or retransmit signals of the Subscribed Channel(s) and/or use the Equipment in any other manner whatsoever, unless Affiliate is in full compliance of the other terms and conditions of this Agreement pertaining to Affiliate s receipt and retransmission of the Channel(s)/Subscribed Channel(s). Affiliate hereby specifically understands and acknowledges that Affiliate shall not have the right to upgrade the standard definition feed of channel(s) from amongst the Subscribed Channels to high definition feed (by using any technology now available or which may become available in future) at the time of re-transmitting such standard definition Subscribed Channel(s) through its Distribution Platform. The grant of the aforementioned rights is subject to Affiliate submitting to the Authorized Representative a certified copy of each of the required statutory registrations / licenses / permissions [as is set forth above before the Recital clause] that may be required under the Applicable Laws, in connection with the ownership and operation by Affiliate of its Distribution Platform. 4. MONTHLY LICENSE FEES & CALCULATION THEREOF: (a) For each month or part thereof, during the Term of the Agreement, the Affiliate shall pay the Authorized Representative such monthly license fee as shall be computed for such month in the manner set forth below ( Monthly License Fee ): (I) In case the Affiliate avails the Bouquet: (i) If the Affiliate is providing the Bouquet as a whole to subscribers of its Distribution Platform, then the Monthly License Fee payable by the Affiliate for the Bouquet shall be equal to the Bouquet rate per Subscriber per month (as is set out in Annexure B-2 of this Agreement, which is exclusive of all taxes and levies) multiplied by the Monthly Average Subscriber Level subscribing the Bouquet. Page 5 of 67

(ii) if the Affiliate does not offer the opted Bouquet as a whole to subscribers of its Distribution Platform but offers only certain channels comprised in the Bouquet or packages the channels comprised in the opted Bouquet in a manner resulting in different subscriber base for different channels comprised in the opted Bouquet, then the payment to the Authorized Representative for the entire opted Bouquet by the Affiliate shall be calculated on the basis of subscriber base for the channel which has highest subscriber base amongst the channels comprised in the Bouquet. (II) In case the Affiliate avails one or more or all Subscribed Channels on a-la-carte basis: (i) (ii) If the Affiliate is providing the channels from amongst the Subscribed Channel on a-la-carte basis to subscribers of its Distribution Platform, then the Monthly License Fee for such a-la-carte channels form amongst the Subscribed Channels shall be equal to the a-la-carte rate per Subscriber per month (as are set out in Annexure B-1 to this Agreement which are exclusive of all taxes and levies) multiplied by the Monthly Average Subscriber Level subscribing such channels from amongst the Subscribed Channels on a-lacarte basis. If the Affiliate does not offer such opted a-la-carte channel(s) from amongst the Subscribed Channels as a-lacarte to subscribers of its Distribution Platform but offers the a-la-carte channel(s) from amongst the Subscribed Channels in Package(s), then the payment to the Authorized Representative for each of the a-la-carte channels from amongst the Subscribed Channels shall be calculated on the basis of subscriber base of the Package(s) in which such opted a-la-carte channel from amongst the Subscribed Channels has been placed. (III) In case the Affiliate avails one or more channels (which do not form part of the Bouquet) from amongst the Subscribed Channels on a-la-carte basis and also opts for the Bouquet then: (i) (ii) For Bouquet, the Monthly License Fee shall be calculated on the basis of Clause 4(a)(I) above. For a-la-carte channels from amongst the Subscribed Channels, the Monthly License Fee shall be calculated on the basis of Clause 4(a)(II) above. (b) However, if the Affiliate has opted for any of the Remunerative Incentive Plan, then the Monthly License Fee shall be computed post taking into consideration the percentage of incentive(s) that the Affiliate shall be entitled to receive basis the Affiliate s choice of the Remunerative Incentive Plan and shall always be subject to the Affiliate s compliance throughout the Term of the Agreement with the terms and conditions of this Agreement and the terms and conditions pertaining to such Remunerative Incentive Plan. 5. PAYMENT TERMS: (a) (b) (c) The Affiliate shall provide to the Authorized Representative the Subscriber Report for the applicable month, detailing therein the opening, closing and average number of Subscribers for that month, on or before the applicable Subscriber Report Due Date. Broadcaster (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten) days of receipt of the Subscriber Report for such month from the Affiliate. In case the Affiliate fails to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Date, the Authorized Representative shall have the right to raise a provisional invoice on the Affiliate. However, the provisional invoice shall be for an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the Affiliate. Affiliate shall be required to make payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative ( Payment Due Date ). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation Page 6 of 67

addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) (e) (f) (g) (h) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is AACCG3666M, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis. 6. PACKAGING & PRICING: (a) (b) The Affiliate undertakes to the Broadcaster that the Subscribed Channel(s) shall not be disadvantaged and/or discriminated and/or adversely target and/or otherwise treated less favorably by the Affiliate with respect to comparable channel(s) of similar language and genre. Without prejudice to the generality of the foregoing, Affiliate further agrees and undertakes to the broadcaster that Subscribed Channel(s) shall always be treated in fair, reasonable and nondiscriminatory basis vis-à-vis comparable channel(s) of similar language and genre and that this obligations shall also apply in respect of pricing and inclusion of the Subscribed Channel(s) in any of its Packages. If Affiliate opts for the packaging incentive under the Remunerative Incentive Plan, in terms of Clause 8(b)(i) of this Agreement, then the Affiliate shall package the Subscribed Channel(s) in such manner as is set forth in Annexure D-6 of this Agreement so as to be eligible for the applicable incentive under the Remunerative Incentive Plan. 7. LOGICAL CHANNEL NUMBERING ( LCN ) / ELECTRONIC PROGRAMMING GUIDE ( EPG ): (a) (b) Affiliate undertakes to the Broadcaster that the Subscribed Channel(s) shall not be disadvantaged and/or discriminated and/or adversely target and/or otherwise treated less favorably by the Affiliate with respect to comparable channel(s) of similar language and genre while determining the Logical Channel Numbers ( LCN ) of the Subscribed Channel(s) and their listing/displaying on the EPG of the Affiliate s Distribution Platform. Without prejudice to the generality of the foregoing, Affiliate further agrees and undertakes to the broadcaster that Subscribed Channel(s) shall always be treated in fair, reasonable and non-discriminatory basis vis-à-vis comparable channel(s) of similar language and genre while determining LCN of the Subscribed Channel(s) on the Affiliate s Distribution Platform. For example, while determining the LCN and/or listing on EPG of a Subscribed Channel which is a Tamil language channel of General Entertainment genre, the Affiliate shall ensure that such Subscribed Channel shall be clubbed together with other Tamil language channel(s) of General Entertainment genre. If Affiliate opts for the LCN incentive under the Remunerative Incentive Plan, in terms of Clause 8(b)(ii) of this Agreement, then the Affiliate shall grant such LCN positions for the Subscribed Channel(s) on the EPG of the Affiliate s Permitted Digital Distribution Platform as is set forth in Annexure D-6 of this Agreement so as to be eligible for the applicable incentive under the Remunerative Incentive Plan. Page 7 of 67

(c) Each Subscribed Channel and its programming schedule shall be prominently featured in the order of their LCN on the EPG of the Affiliate s Distribution Platform. 8. REMUNERATIVE INCENTIVE PLAN: (a) (b) For the purpose of this Agreement, the expression Remunerative Incentive Plan means a percentage of incentive on the Bouquet rate per Subscriber per month (as mentioned in Annexure B-2 of this Agreement) which a DPO of a Permitted Digital Distribution Platform shall be entitled to receive only upon such DPO subscribing to the Bouquet and also complying with the terms and conditions that entitle the DPO to receive the signals of the channels subscribed by such DPO from amongst the Channels ( DPO Subscribed Channels ) at such incentivized Bouquet rate per Subscriber per month. The purpose of the Remunerative Incentive Plan is motivational, and is subject to the DPO s complete adherence/compliance with the terms and conditions contained in this Agreement, including the DPOs adherence with the terms and conditions pertaining to the applicable Remunerative Incentive Plan chosen by the DPO and is subjective in nature, being performance linked. It is clarified that if the DPO Subscribed Channels comprise of only those channels from amongst the Channels which the DPO has subscribed on a-la-carte basis, then the DPO shall not be entitled to opt for any of the Remunerative Incentive Plan and hence shall not to entitled to any incentive. In view of the above, the various Remunerative Incentive Plans offered by the Broadcaster during the Term of the Agreement to DPOs of Distribution Platforms (subject to the DPOs compliance with the terms and conditions of this Agreement and DPO s adherence/compliance of the terms and conditions pertaining to the applicable Remunerative Incentive Plan chosen by the DPO) are as set forth below, which shall entitle the DPOs to receive incentive on the Bouquet rate per Subscriber per month mentioned in Annexure B-2 of this Agreement: (i) If a DPO, throughout the Term of the Agreement packages all the DPO Subscribed Channels (on its Distribution Platform) in such manner as is set forth in Annexure D-6 of this Agreement; then the DPO shall be entitled to receive such percentage of incentive on the Bouquet rate per Subscriber per month as is set forth in Annexure D-1 attached to this Agreement. (ii) If a DPO, throughout the Term of the Agreement grants such EPG/LCN positions to all the DPO Subscribed Channels (on its Distribution Platform) as are set forth in Annexure D-6 of this Agreement; then the DPO shall be entitled to receive such per percentage incentive on the Bouquet rate per Subscriber per month as is set forth in Annexure D-2 attached to this Agreement. (iii) (iv) (v) For each applicable month of the Term of the Agreement, depending on the DPO s subscriber base (i.e., number of Subscribers subscribing to pay channel(s) from amongst the DPO Subscribed Channels on a-la-carte basis and number of Subscribers subscribing to Package(s) comprising of one or more pay channels) in a particular month of the Term, the DPO shall be entitled to such percentage of incentive on the Bouquet rate per Subscriber per month (mentioned in Annexure B-2 of this Agreement) as is set forth in Annexure D-3 attached to this Agreement. For the sake of clarity, a DPO shall be entitled to this form of remunerative incentive only if the DPO has subscribed to the Bouquet listed in Annexure B-2 of this Agreement. For each applicable month of the Term of the Agreement, with respect to the Subscriber Report of such month, if a DPO furnishes the applicable Subscriber Report at least 5 (five) days before the Subscriber Report Due Date, then the DPO shall be entitled to receive such per percentage incentive on the Bouquet rate per Subscriber per month as is set forth in Annexure D-4 attached to this Agreement. For the sake of clarity, a DPO shall be entitled to this form of remunerative incentive only if the DPO has subscribed to the Bouquet listed in Annexure B-2 of this Agreement. For each applicable month of the Term of the Agreement, with respect to the Monthly License Fee of such month, if a DPO makes payment of the applicable Monthly License Fee at least 5 (five) days before the Payment Due Date, then the DPO shall be entitled to receive such per percentage incentive on the Bouquet rate per Subscriber per month as is set forth in Annexure D-5 attached to this Agreement. For the sake of clarity, a DPO shall be entitled to this form of remunerative incentive only if the DPO has subscribed to the Bouquet listed in Annexure B-2 of this Agreement. (c) Basis the Affiliate s choice of the Remunerative Incentive Plan(s) (as indicated by the Affiliate by assigning tick marks ( ) against such Remunerative Incentive Plan(s) in Annexure D-1 to Annexure D-5, as applicable), the Affiliate has to mandatorily comply in full with the respective compliances set forth in this Agreement which are necessary to be Page 8 of 67

complied with for enabling the Affiliate to reap benefits under such Remunerative Incentive Plan, failing which, the Affiliate shall not be entitled to receive any incentive(s) under the chosen Remunerative Incentive Plan. (d) (e) The Affiliate hereby further specifically understands and acknowledges without demur that compliance of the terms and conditions of the chosen Remunerative Incentive Plan under Annexure D-1 and Annexure D-2 of this Agreement for only a certain number of month/weeks/days of the Term shall NOT ENTITLE the Affiliate to obtain incentive(s) under such Remunerative Incentive Plan(s) for such limited number of month/weeks/days of the Term during which the Affiliate was in compliance of the applicable terms and conditions. Any non-compliance of the Remunerative Incentive Plan(s) by the Affiliate shall dis-entitle the Affiliate to receive incentive(s) under the said Remunerative Incentive Plan, and in that event, the Affiliate shall be charged for the Subscribed Channels on the basis of the applicable original (i.e., non-incentivized) Bouquet rate per Subscriber per month as is mentioned in Annexure B-2 of this Agreement and treatment as provided in Clause 9 shall be meted out. 9. CONSEQUENCES OF AFFILIATE S BREACH OF APPLICABLE TERMS AND CONDITIONS FOR OBTAINING INCENTIVE(S) UNDER THE APPLICABLE REMUNERATIVE INCENTIVE PLAN: The Affiliate hereby specifically understands and agrees that if, during any month, it comes to the notice of the Broadcaster, through the Authorized Representative, that the Affiliate is not in compliance of the respective terms and conditions which would have entitled the Affiliate to obtain remunerative incentive(s) under the chosen Remunerative Incentive Plan(s), then the Broadcaster, through the Authorized Representative, shall have the right to either: (a) raise a debit note on the Affiliate, in the immediate succeeding month, for such amount as shall be equivalent to the amount of incentive that was received by the Affiliate in such month in which the Affiliate was in the referred noncompliance; Or, at the discretion of the Broadcaster (b) increase the Monthly License Fee invoice for the immediate succeeding month by such amount as shall be equivalent to the amount of incentive that was received by the Affiliate in such month in which the Affiliate was in the referred noncompliance. 10. MERGER / ACQUISITION: (a) (b) (c) (d) If the Affiliate merges with, acquires, takes over a third party operator operating the same Distribution Platform as the Affiliate in the Authorized Area(s) of Transmission ( TPO ), then the signals of the Subscribed Channel(s) shall not be retransmitted to the subscribers of such TPO, post such merger/acquisition. If following such merger/acquisition/take over, the Affiliate or the merged entity forming out of such merger/acquisition/take over ( Merged Entity ) is desirous of retransmitting signals of the Subscribed Channel(s) to the acquired/merged subscribers of the TPO, then the Affiliate/Merged Entity and the Broadcaster, through the Authorized Representative, shall within 30 (thirty) days of a written intimation of such merger/acquisition/take over from the Affiliate/Merged Entity, mutually discuss and negotiate the commercial terms and conditions under which signals of the Subscribed Channel(s) can be retransmitted to the acquired/merged subscribers of the TPO. For the sake of clarity, the Affiliate shall continue to pay the applicable Monthly License Fee under this Agreement in the manner contemplated herein and the mutually negotiated license fee for acquired/merged subscribers of the TPO shall be over and above the License Fee obligation of the Affiliate under this Agreement. It is expressly agreed by the Affiliate that this Agreement does not cover retransmission of Subscribed Channel(s) to any new Distribution Platform, either independently by the Affiliate or in joint venture with any other entity ( New Distribution Platform Service ). If the Affiliate is desirous of retransmission of signals of the Subscribed Channel(s) to such New Distribution Platform Service, the Affiliate shall provide 60 (sixty) days prior written notice to the Broadcaster, through the Authorized Representative, for discussion of commercial terms of such retransmission. It is specifically agreed that the commercial terms for retransmission to such New Permitted Digital Distribution Platform Service shall be in addition to the current Monthly License Fee payable by the Affiliate in terms of this Agreement. It is hereby clarified that, if applicable, in the event the Affiliate provides connectivity through its Distribution Platform to any Cable Operator which was earlier taking signals from any other TPO in the Authorized Area(s) of Transmission, then the signals of the Subscribed Channel(s) shall not be retransmitted to such Cable Operator. If the Affiliate is desirous of retransmitting signals of the Subscribed Channel(s) to the subscribers of such Cable Operator, then the Affiliate shall take prior written approval from the Broadcaster, through the Authorized Representative, for such Page 9 of 67

11. REPORTS: retransmission. Affiliate further undertakes that effective from the date connecting of any such Cable Operator it will furnish the subscriber reports for such additional areas and will be solely liable to pay the monthly license fee attributable for the connected Cable Operator. (a) (b) (c) (d) (e) (f) Affiliate shall maintain at its own expense a SMS which should be fully integrated with the CAS. With respect to each month of the Term, or part thereof, the Affiliate shall mandatorily provide to the Authorized Representative the duly complete and accurate Subscriber Report with respect to each head-end of the DPO s Permitted Digital Distribution Platform and each such Subscriber Report shall provide details that have been segregated Package wise, Channel(s) wise, in such format as is set forth in Annexure E or in such format as may be provided by the Broadcaster through the Authorized Representative from time to time, within seven (7) days of the immediate succeeding month ( Subscriber Report Due Date ). Affiliate acknowledges and agrees that the Broadcaster, through the Authorized Representative, may seek such further / other information as may be reasonably required inter alia to monitor affiliate s compliance with stipulations of this Agreement. Such information may relate to furnishing of additional city/area wise. If any Subscriber has opted for more than one connection/stb from Affiliate, all such additional connections/stbs must feature in the Subscriber Report. Each such Subscriber Reports shall provide details that have been segregated Package wise, Subscribed Channel wise, city/area wise and shall be signed and attested by an officer of Affiliate of a rank not less than Head of Department/Chief Financial Officer who shall certify that all information in the Subscriber Report is true and correct. In case the Affiliate has opted for any Remunerative Incentive Plan(s), then at the time of submission of the Subscriber Report, the Affiliate shall also provide a report to the Broadcaster, through the Authorized Representative, which evidences in detail the Affiliate s full compliance with the applicable terms and conditions of the availed Remunerative Incentive Plan(s) ( Incentive Terms Compliance Report ). Each such reports shall also be signed and attested by an officer of Affiliate of a rank not less than Head of Department/Chief Financial Officer who shall certify that all information in the Subscriber Report is true and correct. Within seven (7) days from the date of signing of the Agreement, Affiliate shall provide to the Broadcaster, through the Authorized Representative, the duly complete and accurate data pertaining to (i) monthly per subscriber a-la-carte rate (excluding taxes) of each of the Subscribed Channel offered by Affiliate; and (ii) composition of each bouquet offered by the Affiliate which comprises of any of the Subscribed Channel(s), along with the monthly per subscriber rate (excluding taxes) of such bouquets. In case the Affiliate intends to make any change in the information furnished by the Affiliate in term of this Clause, then any/all such change(s) shall be communicated by the Affiliate in writing to the Authorized Representative at least three (3) days before the Affiliate implementing such change. Affiliate shall maintain throughout the Term and for twelve (12) months thereafter (or such longer period as required by law) sufficient records to enable the Broadcaster through the Authorized Representative to verify and ascertain (i) veracity of the Subscriber Reports supplied by Affiliate pursuant to this Clause, and (ii) Affiliate s compliance with its antipiracy obligations as set out in this Agreement. 12. AUDIT: (a) (b) (c) Broadcaster, through the Authorized Representative, shall have the right, two times during each 12 (twelve) months period of the Term, to review and/or audit the SMS, CAS, other related systems and records of SMS of Affiliate relating to the Subscribed Channels provided under the Agreement, the information contained in Subscriber Reports and full compliance with the terms and conditions of the Agreement. The broad scope of such audits is set out in Annexure F. Affiliate shall remain the sole owner and holder of all customer databases compiled by Affiliate under the Agreement. Affiliate shall maintain at its own expense a SMS capable of, at a minimum,: (i) maintaining a computerized customer database capable of recording adequate details of each Subscriber, including name, address, chosen method of payment and billing; (ii) administering subscriptions of Subscribers by producing and distributing contracts for new Subscribers and setting up and maintaining an infrastructure whereby Subscriber contracts are collected and recorded in the SMS database for ongoing administration; (iii) handling all ongoing administrative functions in relation to Subscribers, including, without limitation, billing and collection of subscription payments, credit control, sales enquiries and handling of complaints; Page 10 of 67

(iv) administering payments of any commission fees from time to time payable to Affiliate s Authorized Representatives for the sale to Subscribers of programming packages; (v) obtaining and distributing receivers and smartcards, if applicable, to Subscribers, and issue replacement smartcards from time to time in its discretion; and (vi) enable new Subscribers via the SMS over-the-air addressing system and disable defaulting Subscribers from time to time in its discretion. (d) (e) The Affiliate shall provide full cooperation to the Authorized Representative s auditors in order to carry out the audit including but not limited to granting unfettered, unqualified and unrestricted access to the Affiliate s facilities and systems including but not limited to SMS, CAS, IT systems and providing documents as may be required by the auditors. The Affiliate shall have no objection to auditors carrying/using their own equipment s, systems including but not limited to laptop, software & hardware for conducting such audit and shall be provided with free ingress and egress from the premises where in such audit is conducted. In the event an audit in terms of Clause 12(a) of this Agreement reveals that there are discrepancies in the monthly Subscriber Report (required in terms of this Agreement) and the monthly Incentive Terms Compliance Report (if applicable) furnished by the Affiliate for the period of the audit and the actual number of Subscribers / LCN positioning / channel penetration for any such month of the period of the audit and/or such audit reveals that the Affiliate has falsely furnished any such detail which has a bearing on the computation of the Monthly License Fee payable by the Affiliate, then the Affiliate shall, on the demand of the Broadcaster/Authorized Representative, pay such amount of money to the Broadcaster, through the Authorized Representative, within 7 (seven) days of demand from Broadcaster/Authorized Representative, as shall be payable towards compensation of the shortfall amount, in terms of the outcome of the audit, along with interest computed at the rate of 18% per annum from the actual date of such unpaid amount becoming due and payable. 13. EQUIPMENT: (a) (b) (c) (d) The Broadcaster shall at the request of the Affiliate supply or cause to be supplied the Equipment to the Affiliate or has already supplied such Equipment directly or through suppliers nominated by it. The Equipment shall at all times remain the sole and exclusive property of the Broadcaster. In the event the Affiliate ceases to operate its Distribution Platform, the Equipment supplied by the Broadcaster, to the Affiliate shall be returned forthwith to the Broadcaster. In case the Equipment are damaged due to negligence of the Affiliate, the Broadcaster, shall be authorized to recover the actual repair cost from the Affiliate and in the event the Equipment are beyond repair, the Affiliate shall be liable to pay to the Broadcaster the cost of such Equipment as on the date it was supplied to the Affiliate. Affiliate undertakes that it shall install the Equipment at such installation address(es) / headend address(es) as is/are set forth in Annexure L attached to this Agreement. For the sake of clarity, the Affiliate shall clearly specify Equipment details for all the installation address(es) in Annexure L. In order to take back possession of the Equipment from Affiliate, Affiliate shall ensure that the personnel/ representative of the Broadcaster is allowed free and unobstructed access to the premises of Affiliate where the Equipment are installed, and Affiliate shall not interfere with such procedure. 14. OBLIGATIONS OF AFFILIATE: (a) (b) (c) Affiliate shall, at its own cost and expense, receive the Subscribed Channels from designated satellites and retransmit the Subscribed Channels to the Subscribers through its Distribution Platform (either directly or through authorized Cable Operators) to the Subscribers in the Authorized Territory. Affiliate shall raise monthly invoices on the Subscribers towards subscription of the channels (from amongst the Subscribed Channels) and Affiliate shall collect such invoiced monthly fees from the Subscribers. It is however clarified that irrespective of Affiliate s collection of the invoiced monthly amounts from the Subscribers Affiliate shall pay the Monthly License Fee to the Authorized Representative in a timely manner. In case the Affiliate obtains any of the Remunerative Incentive Plan, then the Affiliate shall ensure that it shall throughout the Term of the Agreement comply in full with the respective terms and conditions for obtaining benefits under the applicable Remunerative Incentive Plan(s) chosen by the Affiliate. Page 11 of 67

(d) (e) (f) (g) (h) (i) (j) Affiliate shall obtain from the Broadcaster and/or the Authorized Representative and/or the appointed agencies (as informed by Broadcaster, through the Authorized Representative to Affiliate from time to time), the EPG/FPCs for the Channels and ensure that such EPG/FPCs are displayed on the EPG of Affiliate s Distribution Platform. Affiliate shall, in a non-discriminatory manner, ensure retransmission of such high quality encrypted signal of the Subscribed Channels to the Subscribers as are equal to or better than other channels of the same genre on Affiliate s Distribution Platform. Affiliate shall take all necessary action to prevent unauthorized access of the Subscribed Channels through its Permitted Digital Distribution Platform and shall regularly provide to the Broadcaster, through the Authorized Representative, with updated piracy reports. Affiliate shall ensure that none of the Subscribed Channels shall be disadvantaged or otherwise treated less favorably by Affiliate with respect to competing channels on a genre basis. Affiliate agrees to provide to the Authorized all required details in terms of the Customer Information Update Form, as is set forth in Annexure M of this Agreement. Affiliate agrees to abide by the applicable GST laws, rules and procedures and indemnifies the Broadcaster (and the Authorized Representative) from any claims and/or liabilities that may arise on account of the Affiliate s violation of the applicable GST laws. Affiliate shall be responsible to reverse input tax credit claimed/availed on such invoices for which a credit note is issued by the Broadcaster due to any change in the Monthly License Fee that is mutually agreed between the Parties. 15. ANTI-PIRACY: (a) (b) (c) In order to prevent theft, piracy, unauthorized retransmissions, redistribution or exhibition, copying or duplication of any of the Subscribed Channels, in whole or in part ( Piracy ), the Affiliate shall, prior to the commencement of the Term of the Agreement and at all times during the Term, employ, maintain, and enforce fully effective conditional access delivery and content protection and security systems, and related physical security and operational procedures (hereinafter collectively referred to as the Security Systems ) & security specifications as are set forth in Annexure G and/or may be specified, in a non-discriminatory manner in writing, from time to time, by the Broadcaster through the Authorized Representative. The Affiliate granting access to the Subscribed Channels to its subscribers outside/beyond the Authorized Territory through the Affiliate s Distribution Platform shall tantamount to the Affiliate allowing unauthorized access to the Subscribed Channels. With an aim to ensure that Subscribed Channel(s) are not distributed in an unauthorized manner, Affiliate shall ensure all LCN(s) are integrated with CAS and SMS and that no LCN(s) are kept free / left for any other use. Additionally, if it comes to the Broadcaster s knowledge (directly or through the Authorized Agent) that any Subscribed Channel(s) is being retransmitted through Affiliate s Distribution Platform (directly or through an affiliated local cable operator of the Affiliate) in the Authorized Territory on more than one (1) LCN, then the same shall be deemed to be a material breach of this Agreement and Piracy. Affiliate shall provide on a month-on-month basis comprehensive details of all incidents of piracy and signal theft involving its network, the names of perpetrators involved in such incidents, and any actions, including but not limited to the filing of police reports and lawsuits, taken against such perpetrators since the prior Subscriber Report. To ensure the Affiliate s ongoing compliance with the security requirements set out in the Agreement, the Broadcaster through the Authorized Representative may require technical audits ( Technical Audits ) conducted by an independent security technology auditor ( Technical Auditor ), approved by the Broadcaster, through the Authorized Representative, in writing no more than twice during each 12 (twelve) months period of the Term, at the Broadcaster s cost and expense. If the results of any Technical Audits are not found to be satisfactory by either the Affiliate or the Broadcaster, through the Authorized Representative, then the Authorized Representative, on behalf of the Broadcaster, shall work with the Affiliate in resolving the issues in the next fourteen (14) business days. If a solution is not reached at by then, the Broadcaster, through the Authorized Representative, may, in its sole discretion, suspend the Affiliate s right to distribute the Subscribed Channels or take other actions as provided under the Agreement, until such systems, procedures and security measures have been corrected to the satisfaction of the Broadcaster. The Affiliate shall bear the cost and expense of any subsequent Technical Audit to verify that the systems, procedures and security measures have been corrected by the Affiliate to the Authorized Representative s satisfaction on behalf of the Broadcaster. Page 12 of 67