Agr/Spni/2122/2840

AGR/SPNI/2122/3026 REFERENCE INTERCONNECT OFFER (“RIO”) This RIO is issued and published by Sony Pictures Networks India Private Limited (“Broadcaster”/ “Sony”/ “SPN”/ “SPNI”) pursuant to Regulation 7 of The Telecommunication (Broadcasting and Cable) Services Interconnection (Addressable Systems) Regulations 2017 dated March 03, 2017 ("Interconnection Regulations") and The Telecommunication (Broadcasting and Cable) Services (Eighth) (Addressable Systems) Tariff Order, 2017, (as may be amended from time to time) (collectively referred to as “2017 Regulations”) read with The Telecommunication (Broadcasting and Cable) Services (Eighth) (Addressable Systems) Tariff (Second Amendment) Order, 2020, The Telecommunication (Broadcasting and Cable) Services Interconnection (Addressable Systems) (Second Amendment) Regulations, 2020, dated January 1, 2020 (collectively referred to as “Jan 2020 Amendments”) and would be effective from 1st June, 2021 (“Effective Date”). This RIO is subject to the Writ Petition No. 118 of 2020 titled Sony Pictures Networks India Private Limited Vs Telecom Regulatory Authority of India (TRAI) filed before the Honourable Bombay High Court (“Writ Petition”) challenging the Jan 2020 Amendments and Interim Application of 2020 filed in the said Writ Petition (“IA”). The execution of this RIO by the Operator is without prejudice to SPNI’s rights and contentions and the Operator acknowledges that the same would be subject to the outcome of the said Writ Petition / IA or any further challenges arising therefrom. The terms mentioned in this RIO constitutes all the necessary technical and commercial terms and conditions as stipulated in Regulation 7(6) of Chapter III of the Interconnection Regulations applicable to Operators retransmitting digital signals of the Broadcasters Available Channels to Subscribers in terms of the Regulations. As per Regulation 10 (5) and (6) of Chapter IV of the Interconnection Regulations, those distribution platform operators desirous of obtaining signals of Broadcaster’s Available Channels shall make a written request in the Application Form (forming a part of this RIO). The Operator shall along with the Application Form, also submit documentary evidence / technical compliance report showing that the Operator’s addressable systems to be used for distribution of Broadcasters Available Channels meet the requirements specified in the Schedule III of the Interconnection Regulation. Detailed list of documents is mentioned in Schedule B1 forming a part of the RIO. On receipt of the request from the Operator in the aforementioned format along with mandatory documents, Broadcaster and the Operator will enter into the Interconnection Agreement attached hereto containing all the terms and conditions on an “as-is” basis and without making any unilateral changes/modifications. It is hereby clarified that in order to be eligible to execute this RIO and avail the signals of Broadcasters Available Channels, the Operator shall not be in default of payment to Broadcaster in terms of second proviso of regulation 3(2) of the Interconnection Regulations. Accordingly, the Operator shall not have any outstanding amounts due and payable to Broadcaster in terms of the existing agreement(s) as on the date of execution of this RIO, unless the Broadcaster at its sole discretion grants additional time to the Operator to remit the outstanding amount on just and equitable grounds. In the event there is any change in the Applicable Laws, the Broadcaster shall revise/ modify/ alter the terms of this RIO and the Interconnection Agreement and a fresh Interconnection Agreement covering all such revisions/ modifications/ alterations shall be executed between the Parties. In such an event, this RIO and / or the existing agreement shall automatically be null and void. This RIO read along with the Interconnection/Subscription Agreement attached hereto is being published by the Broadcaster for its Channels and also for Channels of its group companies under authorisation from the respective broadcaster, in accordance with Regulation 7(2) in Chapter III of the Interconnection Regulations. Upon signature of the Operator and counter signature by the Broadcaster, the Interconnection Agreement shall become binding on the Parties and enforceable at law. Both the RIO and the Interconnection/Subscription Agreement are to be read together and the Interconnection Agreement attached herewith forms an integral part of this RIO. This RIO supersedes previous RIO/Interconnection Agreement executed between the Parties and which was uploaded on SPNI website. AGR/SPNI/2122/3026 Broadcaster’s stamp & initial here: SONY - MRPWF - 01 Issue Number Operator’s stamp & initial here: 2.0 Rev. No. 4.0 1 AGR/SPNI/2122/3026 By executing this RIO, the Operator declares and undertakes that- (i) The Operator is compliant with the Applicable Laws and holds necessary licenses/permissions for rebroadcasting/retransmitting the signals of Broadcasters Available Channels; (ii) The Operator is financially solvent and capable of discharging its payment obligations under this RIO; (iii) The Operator has not been convicted of any offence by any competent court; (iv) The Operator shall furnish all relevant documents/information set out in Schedule B1 to this RIO along with the signed copy of this RIO, and shall furnish such further documents/information as and when required by Broadcaster, at its sole discretion The Broadcaster has designated the following persons for receiving the request for interconnection from the distribution platform operators viz., multi-system operators (“MSO”), direct-to-home (“DTH”) Operators, internet protocol television (“IPTV”) Operators and headend-in-the-sky (“HITS”) Operators and their grievance redressal pertaining to this RIO/Interconnection/Subscription Agreement. For MSOs: Name of the Sr. Name of the State/Territory for which Designated Contact no. Email id No. the official is designated official Dadra and Nagar Haveli, Daman and Diu, Gujarat, Maharashtra (excluding the region of Vidarbha), Goa, West Bengal, Assam, Bihar, Jharkhand, Manipur, Subhadip Subhadip.Bhattacharyya@ Meghalaya, Mizoram, Arunachal Pradesh, 1 9899200055 Bhattacharyya setindia.com Nagaland, Orissa, Sikkim, Tripura, Andaman and Nicobar Islands, Uttar Pradesh, Uttarakhand, Chandigarh, Delhi, Haryana, Himachal Pradesh, Jammu and Kashmir, Punjab, Rajasthan Andhra Pradesh, Karnataka, Kerala, Lakshadweep, Pondicherry, Tamil Nadu, Nageshwar Nageshwar.Raju@setindia. 2 7569556789 Telangana, Madhya Pradesh, Raju com Chhattisgarh, Vidarbha region of state of Maharashtra For DTH Operator/IPTV Operator/HITS Operator: Name of the Contact no. Email id Name of the State/Territory for Designated which the official is designated official Rohit Arora 9811822080 [email protected] All India Note: If Operator is an MSO and/or DTH Operator and/or IPTV Operator and/or HITS Operator, then it shall execute separate interconnection agreement for each type of its Platform for availing signals of the Channels. *Execution of this RIO and provision of signals under this RIO shall not amount to a waiver by Broadcaster of its right to claim all outstanding subscription fees under the erstwhile agreement/s and Broadcaster shall be within its rights to claim the same including termination of this RIO, as per applicable law, for non-clearance of all outstanding dues under the erstwhileAGR/SPNI/2122/3026 agreement/s. Broadcaster’s stamp & initial here: SONY - MRPWF - 01 Issue Number Operator’s stamp & initial here: 2.0 Rev. No. 4.0 2 AGR/SPNI/2122/3026 Document Number: Reference Number: Operator Code: DB Code: INTERCONNECTION /SUBSCRIPTION AGREEMENT This Interconnection/Subscription Agreement (the “Agreement”) is entered into ______________ on this ________day of ______________________, ______________ between: A. Sony Pictures Networks India Private Limited, a company incorporated under the Companies Act, 1956, having CIN: U92100MH1995PTC111487 and registered office at 4th Floor, Interface Building No. 7, Off Link Road, Malad West, Mumbai - 400064 (hereinafter referred to as the “Broadcaster” /“SONY”/ “SPN”/“SPNI”, which expression, unless repugnant to the meaning or context thereof, shall be deemed to mean and include its successors and assigns); and B. __________________________________________________________________________________, Company / Partnership Firm / Limited Liability Partnership / Proprietorship Concern/ Individual / HUF/ Society having its registered office as specified in Schedule B (hereinafter referred to as “Operator”, which expression, unless repugnant to the meaning or context thereof, shall be deemed to mean and include its successors and permitted assigns). The Broadcaster and the Operator shall singularly be referred to as a “Party” and collectively as the “Parties”. RECITAL: A. The Broadcaster is, inter-alia, engaged in the business of broadcasting and distribution of satellite based Available Channel(s)/service(s) and has exclusive right to market and distribute the Available Channel(s)/service(s) to various Subscribers and users of the Available Channel(s)/service(s). B. The Operator is in the business of retransmitting the signals of television channels on its distribution Platform (as defined herein) and is desirous of retransmitting the signals of the Broadcaster’s Available Channels to their respective Subscribers. C. The Broadcaster has the requisite power and authority to enter into this Agreement with the Operator and create the mutual rights and obligations

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