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BUSINESS PURCHASE AND PROFIT SHARING AGREEMENT

THIS AGREEMENT TO PURCHASE NETWORK/SUBSCRIBER POINTS, ASSETS AND


TO SHARE PROFITS OF BUSINESS (hereinafter the Agreement) is made at __________,
_______on _____ day of _________, 2011.

By and Between

IndusInd Media and Communications Limited, a company registered in India under the
Companies Act, 1956 and having its Registered Office at 315-G, New Charni Road, Mumbai-
400004 and also having office at Plot No. 5& 10, Savitri Plaza, IIIrd Floor, Local Shopping
Complex NO. II, Patparganj, I.P.Extension, Delhi-110092 hereinafter referred to as the
“IMCL”/FIRST PARTY (which expression shall unless repugnant to the context include its
successors in interest and permitted assigns)

AND

………………………………., a proprietorship concern and having its Office at


………………………….. owned and managed by Mr…………… S/o
……………..R/o…………………., hereinafter referred to as the “SECOND PARTY” (which
expression shall unless repugnant to the context include its successors in interest and permitted
assigns) on the first part.

Or,

………………………………., a partnership concern between/ among


1. Mr…………………………… S/o ………………………..R/o…………………………..
2. Mr…………………………….S/o………………………….R/o………………………….
3. Mr……………………………..S/o…………………………..R/o………………………

and having its Office at ………………………….., hereinafter referred to as the “SECOND


PARTY” (which expression shall unless repugnant to the context include their successors in
interest and permitted assigns)

The FIRST PARTY and the SECOND PARTY are hereinafter collectively referred to as
“Parties” and individually as “Party”.

WHEREAS FIRST PARTY business includes broadband internet services & distribution,
receiving signals from Broadcasters of various television channels and retransmitting such
signals to their affiliated cable operator/distributor for reception of the same by end subscribers.

WHEREAS the SECOND PARTY is also engaged in the business of Broadband Internet
Distribution and running their business under the name and style of ……………….. in
………………. of New Delhi (hereinafter referred to as the “said area”).

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WHEREAS the SECOND PARTY has offered to sell 51% stake in its entire network/subscriber
points of ____________ (hereinafter “said area”) to the FIRST PARTY and to share profits of
business in 51:49 basis.

WHEREAS the SECOND PARTY has represented, warranted and assured the FIRST PARTY
that as on date it has minimum ____________________ direct subscribers getting broadband
internet services from its network in the said area.

AND WHEREAS the FIRST PARTY and the SECOND PARTY wish to work together in the
said area to exploit the business opportunities.

IN CONSIDERATION of mutual agreements and undertaking hereunder set out the parties to
this agreement have granted the rights and accepted the obligations as follows:

1. REPRESENTATIONS AND WARRANTIES OF THE SECOND PARTY.

1.1 The SECOND PARTY undertakes that as on date it has minimum __________________
subscribers getting broadband internet services from the SECOND PARTY in the Said
area. the SECOND PARTY agrees and undertakes that one direct point/subscriber means
and includes internet services provided to single house hold in one building and not two
or three connections (in case may be) in single house hold.

1.2 The SECOND PARTY undertakes that there is no case/litigation pending against the
SECOND PARTY or against any of the partners individually. It is further represented by
the SECOND PARTY that no statutory authority including Telecom Regulatory
Authority of India, Entertainment Tax Department, Income Tax Department, Municipal
Authorities have any case pending or contemplated against it.

1.3 The SECOND PARTY undertakes and represents that it has all the licenses, permissions
and approval to internet networking business and at no point of time, any Government or
Non- Government Authority initiated action against the SECOND PARTY which may
bring disrepute to the FIRST PARTY or is against the interest of the FIRST PARTY.

1.4 The SECOND PARTY undertakes and represents that it has/had the entire infrastructure
necessary for running broadband internet networking business.

2 CONSIDERATION

2.1 The SECOND PARTY has sold, transferred, alienated 51% stake of its entire network
comprising all the direct points/subscribers along for the amount to be finalized after due
diligence to the FIRST PARTY and in consideration of this, 51% stake in entire
network/subscribers’ points/direct points of the SECOND PARTY stands transferred,
sold, alienated, succeeded to the FIRST PARTY. An amount of Rs……………..is being
received by the SECOND PARTY as part payment vide cheque no. ………..

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Dated………..drawn on …………. Bank. Payable at New Delhi. A list of subscriber
points is Annexed to this agreement

2.2 With the signing of this agreement the SECOND PARTY and/or its partners, agents and
managers, if any, shall not do or run internet services/business in competition with the
FIRST PARTY under any name in the said area directly or indirectly, individually or
collectively.

2.3 The SECOND PARTY has undertaken and represents that it has obtained all the
permissions/approvals of Income Tax Department or any other Government Authority
required under any law applicable to this agreement.

2.4 All the schedules/annexures enclosed/attached with this agreement or signed by Parties
shall form part of this agreement and shall be read accordingly.

2.5 The SECOND PARTY agrees that this agreement is subject to legal, financial, technical
due diligence of The SECOND PARTY by the FIRST PARTY. The FIRST PARTY shall
complete the above said due diligence within the period of …………. months from the
date of signing this agreement. All claims of The SECOND PARTY regarding their
subscriber base and assets shall be verified during the period of due diligence. The
SECOND PARTY shall extend full cooperation in the execution of due diligence. The
due diligence period contemplated under this agreement shall be completed in four
months from the date of signing of this agreement.

2.6 The FIRST PARTY has estimated/valued the network and direct points of the SECOND
PARTY as follows: Average rate as on ______, 2009 _______ No. of Points
(___________approximately).

2.7 The SECOND PARTY has understood and agreed that this agreement shall be effective
on the FIRST PARTY only when legal, financial and technical due diligence of the
SECOND PARTY’s network is completed by FIRST PARTY to its complete
satisfaction. For the SECOND PARTY the agreement shall become effective and binding
from the date of signing this agreement by all the partners.

2.8 The FIRST PARTY shall have power to control and manage the network of the
SECOND PARTY and for this purpose; the FIRST PARTY shall be entitled to do all acts
necessary for such control and management.

2.9 The SECOND PARTY agrees that the FIRST PARTY shall always be entitled to amend,
modify, and enlarge this agreement by way of written communication addressed to the
SECOND PARTY. The FIRST PARTY shall always be entitled to terminate this
agreement and recover the damages, recoveries, if the claims of The SECOND PARTY
are found false after due diligence.

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2.10 The SECOND PARTY shall be entitled to 49% of the profits after deducting all expenses
incurred in operating the internet business. Internet Service Provider bandwidth charges
has been fixed at 55% of plan charges collected from users.

3. OBLIGATIONS OF THE SECOND PARTY

3.1 The SECOND PARTY shall provide all papers, documents and licenses/permissions
including all Tax Receipts, Details of subscribers, Details of payment due and payment
made by subscribers to the FIRST PARTY, if required by the FIRST PARTY.

3.2 Future Cooperation: The SECOND PARTY shall extend full cooperation to the FIRST
PARTY in developing its network in the said area.

3.3 The SECOND PARTY or/and its partners, managers agents and successors in interest
shall not aid, advice, assist, join, work, merge with any person whether corporate,
partnership, individual, competing with the FIRST PARTY in the said area directly or
indirectly.

3.4 The SECOND PARTY or/and its partners, agents and successors in interest shall not
run/do broadband internet business in the said area. The SECOND PARTY or/and its
partners, managers, agents and successors in interest shall not provide internet through
Direct To Home services, Services through HITS, IPTV etc. in the said area.

3.5 The SECOND PARTY shall compensate the FIRST PARTY in the event of any
prosecution/case/action initiated against the FIRST PARTY which is attributed to the acts
of the SECOND PARTY done directly or indirectly before the signing of this agreement
or subsequent to the signing of this agreement.

3.6 The SECOND PARTY shall immediately return the amount paid to it by the FIRST
PARTY, if any claim (s), representations, warranties regarding subscribers’ points etc. of
The SECOND PARTY are found false by the FIRST PARTY after due diligence.

3.7 Employees of the SECOND PARTY: It is clearly understood FIRST PARTY is under no
obligations, to employ the existing employees of the SECOND PARTY at the time of
execution of this agreement. The rehabilitation of the employees of the SECOND
PARTY shall be sole responsibility of the SECOND PARTY.

3.8 The SECOND PARTY shall be responsible solely towards its creditors, bankers, employees
for all acts done by The SECOND PARTY, whether before the signing of this agreement
or after the execution of this agreement. The FIRST PARTY shall not in any way be
liable towards creditors, bankers, employees of the SECOND PARTY
3.9 The SECOND PARTY shall be responsible towards compliance of all the statutory
provisions including Telecom Regulatory Authority of India (TRAI) Act, 1997, Cable
Television Network (Regulation) Act, TRAI Regulations, Delhi Local Laws including
The Delhi Entertainment and Betting Tax Act, 1996 read with Rules made there under,

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Trade Mark Act. The SECOND PARTY shall ensure that no violation of any of the
abovementioned enactments/guidelines is done.

3.10 The SECOND PARTY shall abide by the instructions, directions of the FIRST PARTY
without delay.

4 NOTICES

4.1 Any notice under this agreement shall be in writing and signed by duly authorized
person.

4.2 Notice to the SECOND PARTY shall be deemed to have been served, if the same is
delivered by hand or through registered post at the following address:

M/s ________________________ Cable Network


________________________
________________________

4.3 Notice to the FIRST PARTY shall be deemed to have been served, if the same is
delivered by hand or through registered post at the following addresses:

M/S…………………………………………………………………………………………
……………………………………………………………………………

5. INDEMNITY : The SECOND PARTY indemnifies and shall keep indemnified the
FIRST PARTY from and against any and all past and future Claims, demand, liabilities,
damages, loss, cost, expenses, penalties, actions, suits or proceedings taken or threatened to be
taken or pending or that may be taken in connection with or arising out of any breach, default,
infringement or passing off action, including the breach of any covenant, undertakings,
representations and warranties given under any of the agreements and the other agreements,
entered into by the SECOND PARTY or under any of the other agreements or any License
granted to the SECOND PARTY for any technology, technical/proprietary information, granted
by any licensor.

6. This agreement shall be governed according to the prevailing Laws of India and both
parties agree and undertake to submit to the exclusive jurisdiction of Telecom Disputes
Settlement Appellate Tribunal, New Delhi

IN WITNESS WHEREOF the parties hereto have executed this agreement on the day, month
and year mentioned hereinabove.

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For the FIRST PARTY (……………..)

For and on behalf of

THE SECOND PARTY (M/s______________ Network)

In the presence of:

1.

2.