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DRAFT OF 06/25/12 SHARE PURCHASE AND SUBSCRIPTION AGREEMENT by and among SPE MAURITIUS HOLDINGS LIMITED SPE MAURITIUS INVESTMENTS LIMITED THE SHAREHOLDERS LISTED ON SCHEDULE I and MAA TELEVISION NETWORK LIMITED dated 2012 Europe1:63804v6 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS; USAGE Section 1.1 Section 1.2 Section 1.3 Definitions Table of Defined Terms 11 Usage 12 ARTICLE II SALE OF SHARES Section 2.1 Section 2.2 Section 2.3 Section 2.4 Section 2.5 Section 2.6 Section 2.7 Section 2.8 Section 2.9 14 Purchase and Sale of Purchased Shares .14 Subscription for Shares 14 Purchase and Sale of Shares Underlying Closing Sale Options .14 Repayment of Closing Indebtedness 15 Closing of Purchase and Subscription .15 Determination of the Company’s EBITDA .16 Withholding .17 Sellers’ Representative .17 Transactions to be effected at the Closing 18 ARTICLE III WARRANTIES OF THE SELLERS 21 Section 3.1 Section 3.2 Section 3.3 Section 3.4 Section 3.5 Section 3.6 Section 3.7 Section 3.8 Section 3.9 Section 3.10 Existence and Power 22 Authorisation; No Contravention .22 Title to Purchased Shares 22 Governmental Authorisation; Third Party Consents 23 Binding Effect 23 Litigation; Orders .23 No Government Officials 23 Compliance with Law; Anti-Bribery Laws 23 Shares Buyout 23 Broker’s, Finder’s or Similar Fees .24 ARTICLE IV WARRANTIES AS TO THE COMPANY Section 4.1 Section 4.2 Section 4.3 Section 4.4 Section 4.5 Section 4.6 Section 4.7 Section 4.8 Corporate Existence and Power 24 Authorisation; No Contravention; Title to Subscribed Shares 24 Governmental Authorisation; Third Party Consents and Notices .25 Binding Effect 25 Litigation; Orders .25 Compliance with Law; Anti-Bribery Laws 25 Statutory Records .26 Capitalisation .26 i Europe1:63804v6 24 Section 4.9 Section 4.10 Section 4.11 Section 4.12 Section 4.13 Section 4.14 Section 4.15 Section 4.16 Section 4.17 Section 4.18 Section 4.19 Section 4.20 Section 4.21 Section 4.22 Section 4.23 Section 4.24 Section 4.25 Section 4.26 Financial Statements 27 Contracts 28 Assets 30 Taxes 31 No Material Change 32 Employees; Labour Matters .33 Privacy of Customer Information 34 Intellectual Property 35 Real Estate 36 Insurance 36 Affiliates; Affiliate Transactions 36 Accounting Controls 37 Sufficiency of Assets 37 Broker’s, Finder’s or Similar Fees .37 Disclosure 37 Stamp duty 37 Encumbrances and Loans 38 Insolvency 38 ARTICLE V WARRANTIES OF THE PURCHASER Section 5.1 Section 5.2 Section 5.3 Existence and Power 39 Authorisation; No Contravention .39 Binding Effect 39 ARTICLE VI COVENANTS AND UNDERTAKINGS Section 6.1 Section 6.2 Section 6.3 Section 6.4 Section 6.5 Section 6.6 Section 6.7 Section 6.8 Section 6.9 Section 6.10 Section 6.11 Section 6.12 Section 6.13 46 Non-Compete; Non-Solicitation 46 No Use of Names and Marks .46 Treatment of Restrictive Covenants 47 ii Europe1:63804v6 39 Conduct of Business 39 Confidentiality 41 Access to Information 42 Filings and Required Consents; Further Assurances 43 Expenses 44 Publicity .45 Transfer of Shares 45 Exclusivity 45 Dematerialization of the Purchased Shares 45 Completion of the Share Buyout 45 Termination of Existing Shareholders Agreement .45 Release .46 Certain Post-Closing Filings 46 ARTICLE VII RESTRICTIVE COVENANTS Section 7.1 Section 7.2 Section 7.3 39 ARTICLE VIII CONDITIONS TO CLOSING Section 8.1 47 Conditions Precedent to the Closing 47 ARTICLE IX INDEMNIFICATION 50 Section 9.1 Section 9.2 Section 9.3 Section 9.4 Section 9.5 Survival of Warranties .50 Indemnification of the Purchasers and the Sellers .50 Tax Indemnification 51 Third Party Claims .51 Effect of Knowledge or Waiver of Condition 52 ARTICLE X TERMINATION Section 10.1 Section 10.2 53 Termination 53 Survival After Termination 53 ARTICLE XI MISCELLANEOUS 54 Section 11.1 Section 11.2 Section 11.3 Section 11.4 Section 11.5 Section 11.6 Section 11.7 Section 11.8 Governing Law 54 Resolution of Disputes .54 Notices .55 Waiver; Amendments; Assignment 56 Specific Performance 57 No Third Party Beneficiaries .57 Disclosure Letters 57 Miscellaneous 58 iii Europe1:63804v6 SHARE PURCHASE AND SUBSCRIPTION AGREEMENT SHARE PURCHASE AND SUBSCRIPTION AGREEMENT, dated _ _ 2012 (this “Agreement”), by and among; SPE Mauritius Holdings Limited, a Mauritius company with its principal address at 6th Floor, Tower A, CyberCity, Ebène, Mauritius (“SPEMH”); SPE Mauritius Investments Limited, a Mauritius company with its principal address at 6th Floor, Tower A, CyberCity, Ebène, Mauritius (collectively with SPEMH, the “Purchasers”); (the “Sellers”); and The shareholders of the Company listed on Schedule I hereto MAA Television Network Limited, a company incorporated and existing in accordance with the Law of India bearing registration number U64204AP2001PLC036950 , with its registered office at Aishwarya House, Plot # 770/C, Road # 44, Jubilee Hills, Hyderabad- 500 033, India (the “Company”) RECITALS A Upon the terms and subject to the conditions set forth in this Agreement, the Sellers wish to sell to the Purchasers, and the Purchasers wish to purchase from the Sellers, in the aggregate, [29,418,290] Shares owned by the Sellers (the “Purchased Shares”); B The Sellers will immediately prior to the Closing Date legally and beneficially own, in the aggregate, 100% of the Purchased Shares; C Upon the terms and subject to the conditions set forth in this Agreement, the Purchasers wish to subscribe for, and the Company agrees to issue and allot to each Purchasers, at Closing [1,500,000] Shares (collectively, the “Subscribed Shares”); and D Upon the Closing Date, after giving effect to the Contemplated Transactions, the number of issued and paid-up Shares held by the Purchasers will represent 51% of all Shares issued and paid-up on a Fully Diluted Basis The shareholding pattern of the Company immediately prior and immediately after the Closing is as set out in Exhibit A NOW, THEREFORE, in consideration of the foregoing and the respective warranties, covenants and other agreements set forth in this Agreement and other consideration, the sufficiency and adequacy of which is hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows: Europe1:63804v6 Article I DEFINITIONS; USAGE Section I.1 Definitions (a) Capitalised terms used and not otherwise defined in this Agreement shall have the meanings ascribed to them in this Section I.1 “Accountant” means the statutory auditor of the Company “Act” means the Companies Act, 1956 and any amendment thereto or any other succeeding enactment for the time being in force “Action” means any action, audit, suit, proceeding, mediation, arbitration, civil investigative demand, or governmental investigation “Affiliate” means any Person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the Person specified Solely for purposes of the definition of Affiliate, the terms “control”, “controlling” or “controlled” as to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, the right or ability to appoint directors, by contract or otherwise For purposes of this definition, the ownership of more than 50% (fifty percent) of the voting securities of a Person or the ability to elect a majority of its board of directors (or equivalent governing body) shall be deemed to confer control on the possessor thereof “Anti-Bribery Laws” means the Indian Prevention of Corruption Act, 1988, the 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 “Arbitration Act” means the (Indian) Arbitration & Conciliation Act, 1996, as may be amended from time to time “Assets” means any assets or properties of every kind, nature, character and description (whether immovable, movable, tangible, intangible, absolute, accrued, fixed or otherwise) as now operated, hired, rented, owned or leased by a Person, including securities, accounts and notes receivable, real estate, plant and machinery, equipment, raw materials, inventory, furniture, fixtures, Contract rights and rights under insurance policies “Audited Financial Statements” means in respect of any Financial Year, the audited balance sheet, and the related statements of income and cash flow for the Financial Year then ended, prepared in accordance with Indian GAAP and audited by the Accountant “Benefit Plan” means any pension, profit-sharing, savings, retirement, employment, collective bargaining, consulting, severance, termination, executive compensation, incentive compensation, deferred compensation, bonus, share purchase, share option, phantom share or other equity-based compensation, changein-control, retention, salary continuation, vacation, sick leave, disability, death benefit, group insurance, hospitalization, medical, dental, life (including all individual life insurance policies as to which the Company is the owner, the beneficiary or both), employee loan, educational assistance or fringe benefit plan, program, policy, practice, agreement or arrangement, whether written or oral, formal or informal “Big Four Accounting Firms” means KPMG, Ernst & Young, PricewaterhouseCoopers or Deloitte Touche Tohmatsu or any Indian affiliate of any of the aforesaid “Board” means the board of directors of the Company “Books and Records” means all accounting, financial reporting, Tax, business, marketing and corporate files, documents, instruments, papers, books, registers and records (statutory or otherwise) of a Person, including technical records, financial statements, journals, deeds, manuals, minute books, share certificates and books, share transfer ledgers, common seals, customer and client lists, registered representative lists, reports, files, documents, electronic information and operating data “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 “Closing Indebtedness” means the aggregate amount of outstanding Indebtedness under [describe credit facilities from Axis Bank, Kotak Bank and State Bank of India etc.], including all principal and accrued interest and any fees, premiums and penalties payable thereunder as of the Closing Date “Closing Sale Options” means those Options to be exercised on the Closing Date and for which the Shares issued upon such exercises shall form a portion of the Purchased Shares “Company Fundamental Warranties” means the warranties set forth in Section IV.1 (Corporate Existence and Power), Section IV.2 (Authorisation; No Contravention), Section 4.3 (Governmental Authorisation; Third Party Consents and Notices) and Section IV.8 (Capitalisation) “Company Plan” means any Benefit Plan: (i) under which any current or former director, officer, employee, consultant or independent contractor of the Company has any present or future right to benefits and that is maintained, sponsored or contributed to by the Company; or (ii) with respect to which the Company has any Liability “Company’s EBITDA” means an amount in Rs equal to net income of the Company (as determined under Indian GAAP) for such Financial Year, 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, all as derived from the statement of income for the most recent Financial Year completed prior to the Closing Date, included in the applicable Audited Financial Statements The Parties agree that Company’s EBITDA for the Financial Year ended 31 March 2012 was Rs. _ “Condition of the Company” means the Assets, business, results of operations and/or financial condition of the Company “Confidential Information” means (i) in relation to the Sellers, all confidential operating, business, commercial, technical, scientific or engineering information or data, which is proprietary or related to the Company, the Sellers or their respective Affiliates, or this Agreement, and (ii) in relation to the Purchasers, all confidential operating, business, commercial, technical, scientific or engineering information or data, which is proprietary or related to the Purchasers or their respective Affiliates, or this Agreement “Consent” means any consent, approval, authorisation, waiver, grant, agreement or exemption of any Person that is required in connection with (i) the execution and delivery by any Party of this Agreement or (ii) the consummation by the Sellers, the Company or the Purchasers of Contemplated Transactions, it being understood that the term “Consent” may mean either negative or affirmative consent “Contemplated Transactions” means the transactions contemplated by the Transaction Documents “Contract” means any contract, agreement, lease, license, instrument, note, evidence of indebtedness or other legally binding commitment or undertaking, including all film and non-film assignment agreements for procurement of content in relation to MAA Business “Directors” means the directors on the Board “Disclosure Letter” means the disclosure letter, dated as of the date hereof, from the Sellers to the Purchasers and accompanying this Agreement “Encumbrance/s” means any mortgage, pledge, equitable interest, assignment by way of security, conditional sales contract, hypothecation, right of other Persons, claim, security interest, collateral assignment, encumbrance, defect in title, title retention agreement, voting trust agreement, interest, option, lien, charge, commitment, restriction or limitation of any nature whatsoever, including restriction on use, voting rights, transfer, receipt of income or exercise of any other attribute of ownership, right of set-off, any arrangement (for the purpose of, or which has the effect of, granting security), or any other security interest of any kind whatsoever, or any agreement, whether conditional or otherwise, to create any of the same “Environmental Law” means any Law, Order or any Contract with any Governmental Authority, relating to (a) the environment, (b) pollution or (c) the protection of human health and safety “Exercise Price” means, with respect to any Option, the applicable exercise price payable to the Company by the holder of such Option upon the exercise of such Option “FIPB” means the Foreign Investment Promotion Board of India, set up by Ministry of Finance “Filings” means any form, declaration, return, certificate, notice, statement or other information required to be filed by any Person with any Governmental Authority “Financial Year” means the 12 month period beginning on April of a calendar year and ending on 31 March of the following calendar year “Force Majeure Event” means an event beyond the reasonable control of the applicable Party, including but not limited to an act of god, war, epidemic, 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 “Form FC-TRS” means the filings required to be made to the Reserve Bank of India regarding the sale of the Purchased Shares under the Agreement “Fully Diluted Basis” means the total of all classes and series of Share Capital and the effect of any anti-dilution protection regarding previous financings, all on an “as if converted” basis For the purpose of this definition, “as if converted” basis means as if such Share Capital had been converted into Shares “Fundamental Warranties” means the Sellers Fundamental Warranties, the Company Fundamental Warranties and the Purchasers Fundamental Warranties “Governmental Authority” means: (i) any international, national, state, city or local governmental authority; (ii) any commission, organization, agency, department, board, bureau or instrumentality of any of the foregoing governmental authorities (and “instrumentality of government of any of the foregoing governmental authorities” includes any entity owned or controlled by such governmental authorities); (iii) any stock exchange or similar self-regulatory or quasi-governmental agency; and (iv) any court, arbitrator, arbitral body or other tribunal having jurisdiction “Government Official” means (i) any officer, director, employee, appointee or official representative of a Governmental Authority or of a public international organization; (ii) any political party or party official; (iii) any candidate for political or judicial office “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 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 Indian 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 on the Closing Date “Indian GAAP” means generally accepted accounting principles applicable in India, as promulgated (i) by the Indian Institute of Chartered Accountants, and (ii) under the (Indian) Companies Act, 1956 “Indian Tax Department” means the Income Tax Department, Department of Revenue, Ministry of Finance, Government of India “Intellectual Property” means any of the following, as they exist anywhere in the world, whether registered or unregistered: (a) patents, patentable inventions and other patent rights (including any divisions, continuations, continuations-in-part, reissues, reexaminations and interferences thereof); (b) trademarks, service marks, trade dress, trade names, taglines, brand names, logos and corporate names and all goodwill related thereto; (c) copyrights, mask works and designs; (d) trade secrets, know-how, inventions, processes, procedures, databases, confidential business information and other proprietary information and rights; (e) computer software programs, including all source code, object code, specifications, designs and documentation related thereto; and (f) domain names, internet addresses and other computer identifiers “Interest Expense” means with respect to any Financial Year, the consolidated interest expense of the Company for such Financial Year with respect to all outstanding Indebtedness of the Company, calculated in accordance with Indian GAAP “Intracompany Agreements” means all Contracts between the Company, on the one hand, and any of the Sellers or any of their Affiliates, on the other hand (b) The Indemnifying Party shall be entitled to assume the defense of any Third Party Claim with counsel reasonably satisfactory to the Indemnified Party, at the Indemnifying Party’s sole expense; provided that the Indemnifying Party shall not be entitled to assume or continue control of the defense of any Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal Action, (ii) the Third Party Claim seeks an injunction or equitable relief against any Indemnified Party, (iii) the Indemnifying Party has failed or is failing to defend in good faith the Third Party Claim, or (iv) the Indemnifying Party has not acknowledged that such Third Party Claim is subject to indemnification pursuant to this Section IX.4(b) (c) If the Indemnifying Party assumes the defense of any Third Party Claim, (i) it shall not settle the Third Party Claim unless (A) the settlement does not entail any admission of liability on the part of any Indemnified Party, and (B) the settlement includes an unconditional release of each Indemnified Party, as applicable, reasonably satisfactory to such Indemnified Party, from all Losses with respect to such Third Party Claim, (ii) it shall indemnify and hold such Indemnified Party harmless from and against any and all Losses caused by or arising out of any settlement or judgment of such claim and may not claim that it does not have an indemnification obligation with respect thereto, and (iii) such Indemnified Party shall have the right (but not the obligation) to participate in the defense of such Third Party Claim and to employ, at its own expense, counsel separate from counsel employed by the Indemnifying Party; provided that the fees, costs and expenses of such counsel shall be at the expense of the Indemnifying Party if the Indemnifying Party and the Indemnified Party are both named parties to the proceedings and the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (d) Such Indemnified Party shall not settle any Third Party Claim if the Indemnifying Party shall have any obligation as a result of such settlement (whether monetary or otherwise) unless such settlement is consented to in writing by the Indemnifying Party, such consent not to be unreasonably withheld or delayed (e) Each Party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim Any consent to be given by any Purchaser related Indemnified Parties under this Section IX.4 shall be given by the Purchasers acting on behalf of the Purchaser related Indemnified Parties and any consent to be given by any Seller related Indemnified Parties under this Section IX.4 shall be given by the Sellers acting on behalf of such Seller related Indemnified Parties Section IX.5 Effect of Knowledge or Waiver of Condition The right to indemnification, payment of Losses or other remedies based on any Warranties, covenants or agreements set forth in any Transaction Document or in any document delivered with respect to any Transaction Document will not be affected and/or qualified by any investigation conducted, or any Knowledge (including actual, imputed or constructive Knowledge) or information acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date with respect to the 51 accuracy or inaccuracy of or compliance with, any such Warranty, covenant or agreement (other than disclosures made in the Disclosure Letter or the Purchasers Disclosure Letter ) The waiver of any condition based on the accuracy of Warranty, or on the performance of or compliance with any covenant or agreement, will not affect and/or qualify the right to indemnification, payment of Losses, or other remedy based on such Warranties, covenants or agreements Section 9.6 Set-Off It is hereby agreed that the Purchasers shall have the right to set-off any amount due and payable by the Purchasers to the Sellers under the Transaction Documents against any amounts payable by the Sellers to the Purchasers under the Transaction Documents Article X TERMINATION Section X.1 Termination This Agreement may be terminated on or prior to the Closing Date as follows: (a) By the written consent of the Purchasers and the Sellers (b) By the Purchasers, upon written notice to the Sellers, if there has been a material breach of the Sellers’ Warranties, or a material breach of a covenant or other agreement, of the Company or the Sellers contained in this Agreement, which breach would cause any of the conditions set forth in Sections Section VIII.1(b)(i) or Section VIII.1(b)(v) not to be satisfied, and such breach has not been cured by the Sellers or the Company, as applicable, within 20 Business Days after receipt by the Sellers of written notice thereof from the Purchasers or is not reasonably capable of being cured within such period (c) By the Sellers, upon written notice to the Purchasers, if there has been a material breach of the Purchasers’ Warranties, or a material breach of a covenant or other agreement, of the Purchasers contained in this Agreement, which breach would cause any of the conditions set forth in Sections Section VIII.1(c)(i) or Section VIII.1(c)(ii) not to be satisfied, and such breach has not been cured by the Purchasers within 20 Business Days after receipt by the Purchasers of written notice thereof from the Sellers or is not reasonably capable of being cured within such period (d) By the Purchasers or the Sellers, upon written notice to the other, if the Closing has not been consummated on or before  (the “Termination Date”); except that a Party shall not be entitled to terminate this Agreement pursuant to this clause if such Party’s breach of this Agreement has prevented or materially delayed the consummation of the Contemplated Transactions by the Termination Date (e) By the Purchasers or the Sellers, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall 52 have issued a final, non-appealable Order preventing or prohibiting the consummation of the Contemplated Transactions Section X.2 Survival After Termination If this Agreement is terminated in accordance with Section X.1, this Agreement shall become void and of no further force and effect; provided, however, that (a) the provisions of Section VI.2 (Confidentiality), Section VI.6 (Publicity), this Section 10.2 (Survival After Termination), Article IX (Indemnification), and Article XI (Miscellaneous) shall survive the termination of this Agreement and (b) nothing herein shall relieve any Party from any liability for fraud Article XI MISCELLANEOUS Section XI.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 Law of England, except that the transfer of the Purchased Shares from the Sellers to the Purchasers and all matters related to any Consents or notices in connection therewith that are required under Indian Laws shall be governed by the Laws of India Section XI.2 Resolution of Disputes (a) Any dispute arising out of or in connection with this Agreement or any other Transaction Document, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in accordance with the rules of the LCIA, which rules are deemed to be incorporated by reference in this Section XI.2 The number of arbitrators shall be three (one nominated by each of the Sellers and Purchasers respectively and the third nominated by the two arbitrators appointed after such nomination by the Sellers and the Purchasers) The seat, or legal place, of arbitration shall be London, United Kingdom 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 XI.2 shall be enforceable by any court of competent jurisdiction, including (if and to the extent determined by the arbitral tribunal) by Order for specific performance (b) The Parties shall continue to perform their respective obligations under this Agreement or any other Transaction Document to the extent 53 possible notwithstanding commencement of any proceedings in accordance with this Section XI.2 (c) Unless otherwise determined by the arbitral tribunal the Parties shall bear and pay their own legal or other costs (d) Other than Section 9.1, Section 27 and Section 37(i)(a) of the Arbitration Act, which shall only be applicable in accordance with Section 12.2(e), Part I of the Arbitration Act, shall not be applicable to any arbitration under this Section XI.2 The Parties waive any rights of application to the English courts for determination of a point of Law under section 45 of the U.K Arbitration Act 1996 (e) Section 10, 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 XI.2 appoints its nominee arbitrator (f) This Section XI.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 (g) Notwithstanding anything to the contrary herein, the Sellers hereby irrevocably waive any right or remedy to seek and/or obtain injunctive or other equitable relief or any Order with respect to, and/or to enjoin or restrain or otherwise impair in any manner, the production, distribution, exhibition or other exploitation of any motion picture, production or project related to the Purchasers or their Affiliates, or the use, publication or dissemination of any advertising in connection with such motion picture, production or project Section XI.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 IX.3 Notices may be sent by hand, by internationally recognized courier service (e.g., DHL) or by fax (but not by email), and shall be deemed to be delivered upon actual receipt (a) If to the Purchasers, to: SPE Mauritius Holdings Limited 6th Floor, Tower A CyberCity Ebène, Mauritius Attention: General Counsel Facsimile: +1-310-244-0510 and SPE Mauritius Investments Limited 6th Floor, Tower A CyberCity 54 Ebène, Mauritius Attention: General Counsel Facsimile: +1-310-244-0510 with copies in each case (which shall not constitute notice) to: Sony Pictures Entertainment Inc 10202 W Washington Blvd Culver City, CA 90232 USA Attention: Corporate Legal Department Facsimile: +1-310-244-2169 and Paul, Weiss, Rifkind, Wharton & Garrison LLP 10 Noble Street London EC2V 7JU United Kingdom Attention: David Lakhdhir Facsimile: +44 20 7367 1650 (b) If to the Company, to: MAA Television Network Limited Aishwarya House Plot # 770/C Road # 44, Jubilee Hills Hyderabad- 500 033 India Attention:  Facsimile:  (c) If to the Sellers, to: [name and address of Sellers’ Representative] Section XI.4 Waiver; Amendments; Assignment (a) No failure or delay on the part of any Party in exercising any right, power or remedy hereunder shall operate as a waiver of any further exercise thereof or the exercise of any other right, power or remedy, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Parties at Law, in equity or otherwise (b) Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by any Party from the terms of any provision of this 55 Agreement, shall be effective only if it is made or given in writing and signed by all of the Parties Any such amendment, supplement, modification, waiver or consent shall be binding upon the Parties (c) This Agreement is binding upon and inures to the benefit of the successors and assigns of the parties, provided that there may be no assignment or transfer of rights or obligations under this Agreement by any Party without the prior written consent of the other Parties Notwithstanding the foregoing, (i) this Agreement may be assigned by Purchasers to any of their Affiliates without the consent of the other Parties hereto Section XI.5 Specific Performance (a) Without limiting the rights of any Party to pursue all legal and equitable rights available to it for another Party’s failure to perform its obligations under this Agreement, the Parties agree that irreparable damage may occur in the event that the provisions of this Agreement were not performed by them in accordance with the terms hereof or were otherwise breached and that each of the Parties shall be entitled to seek an injunction or injunctions to prevent breaches of the provisions hereof and to seek specific performance of the terms hereof, in addition to any other remedy at Law or equity Section XI.6 No Third Party Beneficiaries (a) Nothing in this Agreement shall confer any rights, remedies or claims upon any Person not a party or a permitted assignee of a party to this Agreement, except as set forth in Article IX (Indemnification) Section XI.7 Disclosure Letters (a) A matter shall be regarded as disclosed in the Disclosure Letter or the Purchasers Disclosure Letter for the purposes of Articles Article III, Article IV or Article V, as applicable, only to the extent that accurate information about that matter is contained in the Disclosure Letter or the Purchasers Disclosure Letter, as the case may be, in sufficient detail to identify the nature and scope of that matter and the Warranties which are to be regarded as qualified by it The provisions of this clause Section XI.7(a) shall prevail over any provision to the contrary in the Disclosure Letter or the Purchasers Disclosure Letter, as applicable (b) Each Seller unconditionally and irrevocably waives any rights it may have against, and undertakes not to make any claims against or pursue any action to join in as a third party or seek a contribution or indemnity from (in each case whether founded in negligence or otherwise), the Company, or any director, employee, officer or agent of the Company, on whom the Sellers have or may have relied, in connection with preparing the Disclosure Letter or agreeing to any terms of this Agreement or any other Transaction Document Nothing in this Section XI.7(b) shall apply to restrict the Sellers' ability to make any claim against the Company or any director, employee, officer or agent of the Company for fraud 56 (c) From and after the date of this Agreement until the earlier of the termination of this Agreement and the Closing, the Sellers shall promptly notify the Purchaser by written update to the Disclosure Letter (a) if any Warranty made by the Sellers was when made, or has subsequently become, untrue in any respect, (b) of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which has caused or may reasonably be expected to cause any condition to the obligations of any party hereto to effect the Contemplated Transactions not to be satisfied or (c) of the failure of the Sellers or the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by them pursuant to this Agreement which may reasonably be expected to result in any condition to the obligations of any party hereto to effect the Contemplated Transactions not to be satisfied The delivery of any notice pursuant to this Section 11.7(c) shall not cure any breach of any Warranty requiring disclosure of such matter or otherwise limit or affect the rights of, or the remedies available to, the Purchasers Section XI.8 Miscellaneous (a) Each of the Warranties contained in this Agreement is separate and is to be construed independently of the other Warranties and any other provisions of this Agreement (b) The Parties acknowledge that each Party is entering into this Agreement in reliance on the Warranties, covenants and agreements of the other Parties contained in this Agreement (c) The Parties have been represented by counsel during the negotiation and execution of this Agreement and waive the application of any Law or rule of construction providing that ambiguities in any agreement or other document shall be construed against the party drafting such agreement or other document (d) The descriptive headings in this Agreement are inserted for reference only and are not intended to affect the meaning, construction and interpretation of this Agreement (e) Except as so contemplated or as otherwise provided in this Agreement, no Party shall, nor shall it purport to, assign, transfer, charge or otherwise deal with all or any of its rights under this Agreement nor grant, declare, create or dispose of any right or interest in it without the prior written consent of the other Parties; provided the Purchasers shall have the right to assign any right or interest herein (a) to any of its Affiliates, and (ii) for collateral purposes to any lender providing financing to the Purchasers, without the consent of any other Parties (f) This Agreement contains all of the terms, conditions and representations and warranties agreed to by the Parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, correspondence, undertakings and communications of the Parties or their representatives, oral or written, respecting such subject matter 57 (g) If any provision of this Agreement is held to be invalid or unenforceable, then such provision shall (so far as it is invalid or unenforceable) be given no effect and shall be deemed not to be included in this Agreement but without invalidating any of the remaining provisions of this Agreement The Parties shall then use all reasonable efforts to replace the invalid or unenforceable provisions by a valid and enforceable substitute provision the effect of which is as close as possible to the intended effect of the invalid or unenforceable provision (h) This Agreement may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute one and the same instrument Facsimile transmitted counterparts and pdf transmitted counterparts shall be deemed binding on the Parties to this Agreement [Remainder of Page intentionally left blank] 58 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written MAA TELEVISION NETWORK LIMITED By: Name: Title: SPE MAURITIUS HOLDINGS LIMITED By: Name: Title: SPE MAURITIUS INVESTMENTS LIMITED By: Name: Title: [SELLERS ON SCHEDULE I] By: Name: Title: SCHEDULE I Sellers EXHIBIT A Shareholding Pattern [See attached] EXHIBIT B Shareholders Agreement EXHIBIT C Sellers and Purchased Shares; Optionholders and Underlying Shares [See attached] [shares to be acquired by Purchasers in equal numbers] EXHIBIT D Amended Articles of Association [See attached] EXHIBIT E Amended Option Plan [See attached] ... “Governmental Authority” means: (i) any international, national, state, city or local governmental authority; (ii) any commission, organization, agency, department, board, bureau or instrumentality of any... Property (a) All material Intellectual Property used in the operation of the Company (the “Company Intellectual Property”) is either owned by the Company (the “Owned Intellectual Property”) or... 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