REFERENCE INTERCONNECT OFFER (“RIO”) OF ZEE ENTERTAINMENT ENTERPRISES LIMITED (“ZEEL”) FOR INTERNET PROTOCOL TELEVISION (“IPTV”) PLATFORM FOR INTERCONNECTION WITH IPTV OPERATOR TO BE EFFECTIVE FROM 12th OCTOBER 2018

Pursuant to clause 13.2B.1 of the Telecommunication (Broadcasting and Cable Services) Interconnection (Fifth Amendment) Regulation 2009 dated 17th March 2009 (“Regulations”)

This Reference Interconnect Offer (RIO) is being published by Zee Entertainment Enterprises Limited for Zee Group Channels (hereinafter referred to as Zee Group Channels) and also on behalf of the Broadcaster(s) of various Zee Group Channels as detailed in ANNEXURE – II under Authorisation from them, in accordance with Clause 13A of the Telecommunication (Broadcasting and Cable Services) Interconnection (Seventh Amendment) Regulation, 2014 dated 10th February 2014. The terms mentioned in this Reference Interconnect Offer (RIO) are broad technical and commercial terms and conditions including the terms and conditions mentioned in Schedule III to the Regulations applicable to IPTV OPERATOR(S) retransmitting signals of the Zee Group Channels to Subscribers in terms of the Regulations. On receipt of a request from the IPTV OPERATOR(S) in terms of Clause 3.2 of the Regulations, ZEEL and the concerned IPTV OPERATOR(S) shall have to enter into a detailed Distribution Agreement containing all the terms and conditions to enable the IPTV OPERATOR(S) to avail the signals of the Zee Group Channels for further re-transmission to the Subscribers from its Platform.

Every IPTV OPERATOR as defined in the Regulations, while seeking interconnection with ZEEL shall ensure that its Digital Addressable Systems (“DAS”) installed for the distribution of the TV channels meet the DAS requirements specified in ANNEXURE - X herein read with Schedule 1 to the Regulations as amended.

Provided that in case ZEEL finds that the equipment(s) being used by IPTV OPERATOR for distribution of TV channels does not meet the requirements specified in IPTV guidelines and the Regulations, it shall inform such IPTV OPERATOR who shall get its equipment(s) audited by M/s Broadcast Engineering Consultants India Ltd. or any other authority as may be specified by the Telecom Regulatory Authority of India by direction from time to time and obtain a certificate from such agency that its equipment(s) meets the requirements specified in IPTV guidelines and the Regulations.

The IPTV OPERATOR shall deliver the following information/documents to ZEEL on or prior to the date of execution of this Agreement:

a) PAN Card;

b) Goods and Services Tax Registration;

c) Tax Deduction Account Number (TAN);

d) Certificate / Registration issued to the IPTV OPERATOR by the Ministry of Information and Broadcasting (MIB) to provide Services through the IPTV platform; Please refer ANNEXURE – VIII;

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e) copy of the resolution passed by the board of directors of the IPTV OPERATOR or an authority letter from the IPTV OPERATOR authorizing ______to execute this Agreement on behalf of the IPTV OPERATOR; f) CAS declaration from the conditional access vendor in the format set out at ANNEXURE – XII. g) SMS declaration from the SMS vendor in the format set out at ANNEXURE – XIII.

Defined Terms

In this RIO, unless repugnant or contrary to the context hereof or otherwise defined herein, the following terms, when capitalised, shall have the meanings assigned when used herein: “BIS” means the Bureau of Indian Standards established under the Bureau of Indian Standards Act 1986. “Bouquet” or “Bouquet of Channels means an assortment of distinct Zee Group Channels, offered together as a group or as a bundle “Channels” means all television channels licensed by ZEEL to IPTV OPERATOR. “Conditional Access” means control mechanisms, data structures and commands that scramble and encrypt signals in order to provide selective access and denial of specific channels, data, information or services to paying Subscribers. “Converted Channel(s)” shall mean (i) conversion of a Free-to-Air Channel into a Pay Channel; or (ii) conversion of a Pay Channel(s) to a Free-to-Air Channel. “Fingerprinting” means exercises where code numbers are made overtly to appear on the screen of a Television and/or covertly in the signals of the Channels that enables identification of the Smart Card being used to access such signals. “Governmental Authority” means any government authority, statutory authority, government department, agency, commission, board, tribunal or court or other law, rule or regulation making entity having or purporting to have jurisdiction over such Party and shall include without limitation TRAI, MIB, TDSAT or any other body or authority regulating the broadcasting and distribution of channels in India; “Incentive Scheme” Incentive Scheme shall mean various Incentive(s) as detailed in: (i) ANNEXURE – V for “Incentive on Bouquet(s) of SD Channel(s)”; and (ii) ANNEXURE – VI for “Incentive on A-la-Carte Rate of HD Pay Channel(s)” opted by IPTV OPERATOR.

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The applicable Incentive(s) shall be calculated as per details provided by IPTV OPERATOR in the format(s) specified by ZEEL.

Each of the aforesaid incentives shall individually be referred to as an “Incentive” or collectively as “Incentives”.

“New Channels” shall mean the new channels to be launched and/or distributed by ZEEL in future and/or not forming part of the list of Channels set out in ANNEXURE II as on date of execution of this Agreement.

“Receiver Box” means the ZEEL approved decoder, receiver or integrated receiver-decoders used in conjunction with a Viewing Card in order to facilitate the receipt of the signals of the Channels by the IPTV OPERATOR. “Removed Channel” Shall mean any Channel(s) which ZEEL cease to grant right in respect of such Channel(s). “Set Top Box” means a device which is connected to or part of a television set and which allows a Subscriber to receive in descrambled form the Channels distributed by the IPTV OPERATOR. “Smart Card” means, in relation to a Subscriber, a card or other device issued by IPTV OPERATOR to that Subscriber that, when enabled by a CA System and inserted in such Subscriber's Set Top Box, has the functionality of enabling such Subscriber's Set Top Box to receive the Channels distributed by the IPTV OPERATOR. “Ordinary Subscriber” shall mean any ordinary subscriber availing the Channel through a single Set Top Box through the Distribution System and uses the same for his domestic purposes. For the avoidance of doubt, it is hereby clarified that for the purposes of calculating the Monthly License Fee for Ordinary Subscriber shall have the meaning set out in Clause no.9 read with ANNEXURE - VII. “Service Providers” means each of the owners, operators or distributors of any of the Zee Group Channels “Territory” means the territorial boundaries as defined in Clause 3 “Viewing Card” means the ZEEL approved viewing card to be used in conjunction with the Receiver Box in order for IPTV OPERATOR to access and decode each of the Channels.

1. Parties ZEE ENTERTAINMENT ENTERPRISES LIMITED (“ZEEL”) and Licensed Digital signal provider in the Territory, hereinafter referred to as the IPTV OPERATOR

2. Term The “Term” of the Agreement shall be with effect from ______, 201_ valid upto 31st March 2019 or till the date of the implementation of Telecommunication

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(Broadcasting and Cable) Services Interconnection (Addressable Systems) Regulations, 2017, dated 3rd March 2017, unless terminated in accordance with the terms of the Agreement, whichever is earlier.

The Term of the Agreement may be extended on terms and conditions to be mutually agreed and recorded in writing between the parties. If the Parties wish to renew this Agreement on the expiry of the Term, both Parties shall enter into discussions at least sixty (60) days prior to the expiry of the Term.

Provided further that if the Parties do not agree on the terms of the New Agreement, then ZEEL may disconnect the retransmission of the signals of the ZEEL Channels at any time after the expiry of the Term after giving written notice as per Applicable Law.

3. Territory As agreed between the Parties to operate on pan-India basis also stated in terms of areas and cities as per ANNEXURE - I.

4. Zee Group Channels As set out in ANNEXURE - II attached herewith hereinafter referred to as Zee Group Channels or Channels. Standard Definition Channels Shall may be referred to as Zee Group SD Channels and High Definition Channels may be referred to as Zee Group HD Channels. Both SD and HD Channels may be collectively referred to as Zee Group Channels/ZEEL Channels (as the case may be).

ZEEL reserves the right at any time during the Term to remove any channel from the list of Zee Group Channels if it ceases to distribute such channel(s) in the Territory and terminate the grant of the associated distribution rights to IPTV OPERATOR and/or may replace any removed channel with a replacement channel or to add any channel to the list of Zee Group Channels and to grant the distribution rights to IPTV OPERATOR in respect of the replacement or new channel.

5. Rights IPTV OPERATOR shall have the non-exclusive right to carry the Zee Group Channels during the Term via its IPTV Platform in the Territory in an encrypted mode only on the digital “addressable systems” (as defined in the Regulations) owned and operated by the IPTV OPERATOR (the “Platform”) for distribution to Subscribers. The parties agree that on signing of the Agreement, IPTV OPERATOR shall have the non-exclusive right to distribute the channels from its Platform, simultaneously upon receipt of signal along with the

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multiple audio feed, if any, without interruption, editing, interference or alteration, to the IPTV OPERATOR’s authorized subscribers only, hereinafter referred to as “Subscriber”, as defined in Clause 6 of this Offer. All other rights and means of distribution not specifically and expressly granted to IPTV OPERATOR are expressly excluded and reserved by ZEEL.

The IPTV OPERATOR shall not be granted Time Shift, all kinds of Multiplexing, Pay Per View (PPV), Video on Demand (VoD) or Near Video on Demand (NVoD) rights and ZEEL reserves such rights. IPTV OPERATOR shall not store any content of ZEEL satellite television channels for any reason whatsoever, including, but not limited to the purpose of provision to its Subscribers as part of any Free TV, Interactive TV, Online service, save and except for compliance recording.

Usage of Digital Video Recorder (DVR) and or Personal Video Recorder (PVR) by the IPTV OPERATOR shall not be permitted. Nevertheless, use of DVR and PVR by the end consumer shall be allowed provided there is no automatic advertisement skipping function nor there is any mechanism whereby DVR and or PVR have a store and forward function.

IPTV OPERATOR shall carry each of the Channels in their entirety, at the time transmitted by ZEEL and its licensors along with multiple audio feed, if any, without any editing, dubbing, voice over, sub title, delays, alterations, interruptions, picture squeezing or re-sizing, insertion of graphic overlays, pull-through or crawls, deletions or additions.

The IPTV OPERATOR shall offer all contributory language feeds for a given channel to every subscriber entitled to access that channel.

IPTV OPERATOR shall, under no circumstance, sub license and/ or assign and/ or transfer the rights granted to it by ZEEL.

IPTV OPERATOR shall not “push” content onto the Set Top Box (“STB”), there shall not be automatic advertisement skipping function and/ or the IPTV OPERATOR shall not create a virtual Video on Demand (VoD) or other on demand service in respect of the Zee Group Channel(s).

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Distribution is permitted only to STB’s of IPTV OPERATOR on the “Platform”. Distribution right on all other platforms including DACS, , Mobile, Broadband, PC, Internet, Wireless, DTH, HITS or any other technology which may be introduced in future is not granted herein and the same are expressly withheld by ZEEL.

6. Authorised Subscriber means any subscriber who receives the signals of a service provider at a place indicated to the service provider by him without further transmitting it to any other person and includes ordinary subscribers and commercial subscribers as defined in clause 2 (ic) and 2(ma) of Telecommunication (Broadcasting and Cable Services) Interconnection (Ninth Amendment) Regulation, 2015 dated 14 September as amended till date unless specifically excluded.

Ordinary Subscriber: means a subscriber who is not a commercial subscriber;

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;

It is further agreed that the definition “Commercial Subscribers” and the provisions of the channels to “Commercial Subscribers” under this Agreement shall be subject to the directions/orders passed in Appeal No. 4 & 5 (C) of 2015 before TDSAT, Civil Appeal No. 3728 of 2015 before Supreme Court of India or any other appeal, review, application pending before any court of law/tribunal including Writ Petition No, 5161 of 2014 before Delhi High Court. For avoidance of doubt, it is clarified that Commercial Subscribers shall be excluded from the purview of this Agreement, and the same are subject to outcome of the petition stated herein above in this para.

Subscriber for the purposes of calculation of the Monthly License Fee means, for any calendar month, each Set Top Box, which is availing the Zee Group Channel(s) of ZEEL through the IPTV OPERATOR.

Rates of Zee Group Channels applicable to Ordinary Subscribers are as per ANNEXURE - II of this RIO.

IPTV OPERATOR shall not be permitted nor shall be entitled to activate the STB/ provide signals of any Zee Group Channels to any such subscribers who have not submitted Subscriber Application Form (SAF) as per the requirement

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under the applicable Regulations/ Laws. Non-compliance of this condition shall be termed as a material breach which will entitle ZEEL to disconnect its channels by giving seven (7) days written Notice.

However, in the event, the IPTV OPERATOR provides signals to both Ordinary and Commercial Subscribers, then the CAS and SMS system of the IPTV OPERATOR must be capable of segregating both the types of subscribers, Ordinary and Commercial Subscribers, whereby two separate and distinct SMS reports would be submitted by the IPTV OPERATOR to ZEEL.

Each Set Top Box in a household or unit in a residential multi- unit dwelling or in an establishment shall be treated as a separate Subscriber. Where a Subscriber has more than 1 (one) STB (hereinafter “Supplementary Connection”) authorized by the IPTV OPERATOR to receive the Channels then such Supplementary Connection(s) shall be considered as a separate and distinct “Subscriber” in all respect including License Fee. IPTV OPERATOR shall maintain proper and accurate records of such supplementary connection and would furnish the details thereof as and when required by ZEEL.

It is hereby agreed and acknowledged by the Parties that this Agreement does not confer upon the IPTV OPERATOR, right to distribute Zee Group Channels in any manner to any Commercial Subscriber. For the Commercial Subscribers, the Parties shall enter into a separate agreement for subscription of Zee Group Channels/ programmes on mutually agreed terms.

It is further clarified that the aforesaid definition of ordinary subscribers and commercial subscribers and calculation of license fee in regards thereto is subject to any further judicial pronouncements.

7. Packaging A. IPTV OPERATOR undertakes to ZEEL that it shall package Zee Group Channels as per applicable law including but not limited to the relevant regulations notified by TRAI.

IPTV OPERATOR undertakes to ZEEL that no Zee Group Channel shall be:

i. disadvantaged or otherwise treated less favorably by the IPTV OPERATOR with respect to competing channels on a genre basis; and

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ii. included in any package or tier that contains any channel with pornographic content or any gambling channel. IPTV OPERATOR shall give ZEEL at least three (3) months prior written notice of any changes to the packaging/ tiering of the channels available on its Platform. All changes will be made in good faith without targeting the Zee Group Channels for discriminatory treatment vis-à-vis similar channels falling within the same genre.

B. For the avoidance of doubt it is clarified that, notwithstanding anything contained in this RIO, in case the IPTV OPERATOR opts for any of the Incentive Scheme(s) then the IPTV OPERATOR shall be liable to package and place the Channel(s) as detailed in the said Scheme(s) including but not limited to the threshold eligibility requirements of the said Incentive Scheme(s). 8. Main Obligations of IPTV OPERATOR i Any agreement entered into by the IPTV OPERATOR, its sub-operators and their respective Affiliates with a Subscriber shall not relieve the IPTV OPERATOR, its sub-operators and their respective Affiliates of any of their obligations under this Agreement and IPTV OPERATOR shall ensure that such agreements are not in any way prejudicial to the rights and obligations between the Parties as set out in this Agreement.

ii The IPTV OPERATOR agrees that it shall not make its Subscribers take other channels or services or fulfill any other commercial consideration as a precondition to receive the Channel(s) of ZEEL.

iii That the IPTV OPERATOR shall continue to offer and shall not remove any Channel(s) or discontinue the exhibition of any Channel(s) offered by it as part of a Subscriber Package in terms of the packaging and placement conditions of the Incentive Scheme(s) opted (if any) during the entire Term of this Agreement.

iv Further, the IPTV OPERATOR shall not offer limited period exhibition of any Channel(s) to Subscribers.

v Once a Channel(s) has been included in a Subscriber Package, the IPTV OPERATOR shall not stop exhibition of any Channel(s) without strictly following the procedure prescribed for changing the

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composition of the Subscriber Package under Standards of Quality of Service Regulation as amended till date and shall also be under a legal obligation to comply with the conditions stipulated in the Incentive Scheme opted by the IPTV OPERATOR.

vi IPTV OPERATOR shall not distribute the Zee Group Channels outside the Territory without the express written consent of ZEEL.

vii IPTV OPERATOR shall protect the Intellectual Property of ZEEL and shall not cause or permit anything which may damage or endanger the Intellectual Property or assist or allow others to do so. The IPTV OPERATOR shall not apply for registration of Trade mark as a Trade mark in its own name and shall not use any name or mark similar to or capable of being confused with the Trade name or mark of ZEEL. IPTV OPERATOR shall not acquire of claim any proprietary Rights in the Intellectual Property of ZEEL.

viii. It is agreed that no independent advertising shall be inserted by IPTV OPERATOR and IPTV OPERATOR shall not superimpose or otherwise alter any copyright, trademarks, trade names, logos, names on any Channel.

ix. IPTV OPERATOR undertakes to take all appropriate and necessary steps and measures to prevent piracy or any other violation, disclose correctly all the information as required by ZEEL, ensure distribution by sub-operator only to persons in the IPTV OPERATOR’s SMS and CAS database and operating within the limits of the subscription rights as conferred in terms of this Agreement.

9. License Fee 9.(i) Rate of Zee Group Channel(s): (A) Rate(s) of Zee Group of Channel(s) are as under: (a) A-la-Carte Rate for Standard Definition Channel(s) as per ANNEXURE – II (Part I) (b) Rate of Bouquet of Standard Definition Channel(s) as per ANNEXURE – III (c) A-la-Carte Rate of High Definition Channel(s) as per ANNEXURE – II (Part II)

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(B) ZEEL is also offering the Zee Group Channel(s) under various Incentive Scheme(s) detailed herein below. The IPTV OPERATOR at its sole discretion can opt for these Incentive Scheme(s) in accordance with the terms and conditions of respective Incentive Scheme(s). (a) Scheme on Bouquet Rate of Standard Definition (SD) Channel(s) as detailed in ANNEXURE – V; and (b) Incentive Scheme on High Definition (HD) Channel(s) as detailed in ANNEXURE – VI. For avoidance of doubt it is hereby clarified that the IPTV OPERATOR is under no obligation to opt for any of the above mentioned Incentive Scheme(s) to avail the Zee Group Channel(s) as it can avail the Zee Group Channels both on A- la-Carte basis and/or on Bouquet basis as per the rates mentioned in Clause (A) herein above.

(C) In the event the IPTV OPERATOR chooses to opt for / avail any of the Incentive Scheme(s) as mentioned in Clause (B) herein above, it will have to comply with the Incentive eligibility conditions as set out in respective Incentive Scheme(s) and furnish an Undertaking in the format as specified in ANNEXURE – IV read along with Schedule – A and Exhibit(s) related thereto.

9.(ii) Calculation of License Fees During the Term, the IPTV OPERATOR shall pay to ZEEL, a License Fee which shall be calculated in the manner set out in ANNEXURE – VII.

10. Payment Terms IPTV OPERATOR agrees to pay to ZEEL the License Fees as per the terms set out in ANNEXURE – VII.

11. Watermark/Logo The IPTV OPERATOR shall be permitted to use its own watermark/logo on the screen which is visible and identifiable with the service provided by the IPTV OPERATOR. However, no such watermark/logo shall be used by the IPTV OPERATOR which conveys or indicates a brand logo in any manner whatsoever. The IPTV OPERATOR shall have to seek prior written approval from ZEEL with regards to the size, type, location of the watermark/logo to be used on the screen by the IPTV OPERATOR on Zee Group channels transmitted on its IPTV platform.

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12. EPG Before the signing of the Agreement, IPTV OPERATOR shall apprise and make available to ZEEL the EPG Policy of the IPTV OPERATOR’s platform.

During the entire duration of the term, the EPG of IPTV OPERATOR shall always contain the information of the programs being shown on all Zee Group channels in a manner approved by ZEEL without any cost or fee to ZEEL. IPTV OPERATOR shall provide the format in which the said information regarding all the channels shall be furnished by ZEEL.

The Logical Channel Numbers “LCNs” for the Zee Group Channels shall not be changed during the Term.

The IPTV OPERATOR shall give ZEEL at least three (3) months prior written notice of any changes to the LCNs for any other channels on its Platform. All changes will be made in good faith without targeting the Zee Group Channels for discriminatory treatment vis-à-vis similar channels falling within the same genres.

However, in event the IPTV OPERATORS avails any of the Incentive Scheme then it shall be liable to comply with the conditions pertaining to LCN laid down in the respective Incentive Scheme.

13. Delivery and Security All Zee Group Channels must be delivered by the IPTV OPERATOR to subscribers in a securely encrypted manner and without any alteration.

The transmission specifications and infrastructure allocated by IPTV OPERATOR in respect of the broadcast signals of the Zee Group channels by IPTV OPERATOR to its Subscribers shall be no worse than that of the signal of any other channel within the same genre on its IPTV Platform.

ZEEL shall provide requisite number of Integrated Receivers and Decoders (IRDs) subject to payment of stipulated processing fees, interest free security deposit per IRD and AMC charges IPTV OPERATOR. Further, the IPTV OPERATOR shall confirm the details of Integrated Receiver Decoder (IRD’s) in respect of all such channels availed from ZEEL in the format provided in ANNEXURE - VIII.

14. Audit ZEEL representatives, at any time during normal business hours during the Term of the Agreement and for six months

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after the termination of the Agreement, shall have the right, not more than thrice (3) in each calendar year during the term of the Agreement, to review and/ or audit the Subscriber Management System (SMS), Conditional Access System (CAS), other related systems and records of Subscriber Management System of the IPTV OPERATOR relating to the Channel(s) provided by ZEEL for the purpose of verifying the amounts properly payable to ZEEL under the Agreement, the information contained in Subscriber Reports and full compliance with the terms and conditions of the Agreement. The IPTV OPERATOR shall be under a legal obligation to revert within four (4) days (“Revert Period”) after a request is received for audit from ZEEL, so that the audit exercise can be undertaken at a date before end of seven day period. In the event the IPTV OPERATOR fails to respond or provide a convenient date for audit falling within a month of the request date then in such an event, ZEEL shall at its discretion levy an additional charge equivalent to ten percent (10%) of one month’s License fees paid by the IPTV OPERATOR for the previous month. For the avoidance of doubts it is clarified that the additional charge of 10% as referred to above shall continue to be levied on monthly basis till the Audit is commenced. In the event an audit reveals that IPTV OPERATOR has under-reported the number of Subscribers or has misrepresented any item or has failed to keep accurate and complete records: (I) IPTV OPERATOR having a bearing on the computation of the License Fee payable by the IPTV OPERATOR, ZEEL shall provide the IPTV OPERATOR with written notice setting out the amount of such additional fee (“Shortfall Amount”) payable by the IPTV OPERATOR to ZEEL (“Notice of Shortfall”). Upon receipt of the Notice of Shortfall, the IPTV OPERATOR shall immediately, and in any event no later than Seven (7) calendar days from the date of receiving such Notice of Shortfall pay the Shortfall Amount together with interest at the Default Interest Rate for the period from the date when the payments should have been made by the IPTV OPERATOR until the actual date of payment in the manner set out in Clause 9. (II) If the Shortfall Amount due for any period exceeds the fees reported by the IPTV OPERATOR to be due for such period by two percent (2%) or more, the IPTV OPERATOR shall be liable to bear all the costs incurred by ZEEL in connection with such review and/or audit as

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well as pay additional charge at the rate of ten percent (10%) of the agreed rates for such additional subscribers revealed during the audit exercise. Besides, the IPTV OPERATOR shall take requisite action necessary to prevent such errors in the future and such obligation shall survive the termination of this Agreement. If within a period of two (2) weeks from the date of demand by ZEEL, the IPTV OPERATOR fails to pay the Shortfall Amount or any other amounts found due on the basis of such audit/inspection, including the cost and expenses of such audit/inspection and additional charge, ZEEL shall have the right to deactivate or disconnect the Channel(s) and/or terminate this Agreement in accordance with applicable Law without prejudice to its right to claim the amount due to ZEEL in addition to any other action that may be deemed appropriate; and (III ) In the event during the audit exercise if it is found that the IPTV OPERATOR has not informed ZEEL about any change/ replacement of his existing SMS / CAS system declared at the time of execution of the agreement or in case where the IPTV OPERATOR has introduced and is making use of one or more SMS / CAS systems for which it has not declared true and correct subscribers count along with the choice of channels subscribed by the subscribers then in such an event ZEEL shall at its discretion, charge ffor such additional subscribers attributable to such supplementary/ additional SMS / CAS systems with a penalty @ 1.25 times of the agreed rates from the date of agreement. (IV) ZEEL shall also have the option in its sole discretion (in addition to ZEEL’s other rights and remedies under law or equity) to suspend delivery of the Zee Group Channels pursuant to Clause 18 and/or to terminate the agreement as per applicable law IPTV OPERATOR.

(V) The IPTV OPERATOR shall remain the sole owner and holder of all customer databases compiled by the IPTV OPERATOR under this Agreement.

(VI) The IPTV OPERATOR will maintain at its own expense a subscriber management system (“SMS”) capable of, at a minimum:

(a) maintaining a computerised customer database capable of recording adequate details of each

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Subscriber, including name, address, chosen method of payment and billing;

(b) 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;

(c) 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;

(d) administering payments of any commission fees from time to time payable to the IPTV OPERATOR’s authorised agents for the sale to Subscribers of programming packages;

(e) obtaining and distributing receivers and smartcards, if applicable, to Subscribers, and issue replacement smartcards from time to time in its discretion; and

(f) enable new Subscribers via the SMS addressing system and disable defaulting Subscribers from time to time in its discretion.

(VII) The IPTV OPERATOR shall maintain accurate, complete and up to date records of every subscriber’s details, details of the location of every STB, smart card, records and accounts of billings including historical billing data, type of subscribers, sub licenses, correct conditional access log, SMS data, duly executed agreements with subscribers, forms filed by Subscribers, receipt books regarding payments from the Subscribers, books of accounts and records reflecting all transactions relating to the Services and authorizations of STB / CPE, in particular the name, complete address, billing and payment details of all Subscribers (“Subscriber Records”). The IPTV OPERATOR shall ensure that it’s SMS and billing software allows for monitoring and printing historical data relating to subscriber activation and/or deactivation, going back to at least 2 (two) years at any point of time.

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(VIII) IPTV OPERATOR shall, at the request of ZEEL, send a report in respect of systems, measures and compliances with this Clause 14, in accordance with the format and medium, electronic and hard copy, as may be specified by ZEEL from time to time. Such report shall be authenticated by the agencies or vendors providing CA software and subscriber management / billing system software. It is agreed between the Parties that neither ZEEL’s acceptance of any such information or payment, nor ZEEL’s inspection or audit of the IPTV OPERATOR's records or accounts shall prevent ZEEL from later disputing the accuracy or completeness of the same provided that ZEEL submits reasons for disputing the same.

(IX) The SMS, CAS, billing, IT systems, and all Subscriber Records that are relevant for the purpose of the Agreement shall be available for inspection and audit by ZEEL or ZEEL’s representatives (i) at any time during normal business hours during the Term of this Agreement and for three months after the termination of the Agreement, as the case may be, to ensure compliance with the Anti-Piracy obligations of the IPTV OPERATOR; and (ii) on 3 (three) calendar days prior written notice during normal business hours to ensure compliance with all other terms of the Agreement during the Term of this Agreement and for three months after the termination of this Agreement.

(X) The IPTV OPERATOR shall give ZEEL’s representatives any assistance they may reasonably require in connection with their audit investigations. In the event a breach of the Agreement has been discovered during the course of such audit or inspection, ZEEL’s representatives shall have the right to take printouts, photocopies and computer copies of the Subscriber Records, or any portion thereof, reasonably required to provide evidence of such breach, and the IPTV OPERATOR agrees to extend reasonable co- operation in this regard.

(XI) The scope of such audit conducted by ZEEL in accordance with Clause 14 (VI) shall be as set out in ANNEXURE – IX. The IPTV OPERATOR shall provide full cooperation to ZEEL’s auditors in order to carry out the audit including but not limited to granting

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unfettered, unqualified and unrestricted access to IPTV OPERATOR’s facilities and systems including but not limited to SMS, CAS, IT, billing, and other systems and providing documents as may be required by the auditors. IPTV OPERATOR shall have no objection to the auditors carrying or using their own equipment, systems including but not limited to laptops, software and hardware for conducting such audit and shall be provided with free ingress and egress from the premises wherein such audit is conducted. The IPTV OPERATOR shall not refuse, oppose, or defeat data retrieval, data storage, or data analysis by the auditor at any stage during the audit. The auditor shall own and possess all working data. Further, the auditor shall be free to decide and devise the methodology and the manner for conducting the audit. The provisions contained in this Clause shall also apply to Technical Audits as stated in Clause 14 herein below. Any breach by or on the part of the IPTV OPERATOR with regard to the above covenants shall be construed as material breach of this Agreement.

(XII) IPTV OPERATOR shall maintain all the relevant records including but not limited to the records pertaining to packaging, penetration, Logical Channel Numbers (LCN) of Zee Group Channels along with sequential positioning thereof within the genre and shall submit the monthly report thereof in a stipulated format to ZEEL.

15. Anti-Piracy In order to prevent theft, piracy, unauthorized retransmissions, redistribution or exhibition, copying or duplication of any Channel, in whole or in part, (hereinafter collectively referred to as “Piracy”), the IPTV OPERATOR shall, prior to the commencement of the Term of the agreement and at all times during such 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”) as may be specified (security specifications), in a non-discriminatory manner in writing, from time to time, by ZEEL. The IPTV OPERATOR shall comply with the Anti-Piracy Requirements of ZEEL set out in Clause VI and VII in ANNEXURE - IX and also provide full and complete information for conducting Technical Audit by

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furnishing details outlined in clause I, II, III, IV and V of ANNEXURE - IX attached herewith.

To ensure the IPTV OPERATOR’s ongoing compliance with the security requirements set out in the Agreement, ZEEL may require technical audits (“Technical Audit(s)”) conducted by an independent and/or ZEEL’s representative security technology auditor (“Technical Auditor and/or ZEEL’s representative”), approved by ZEEL in writing at any time during normal business hours during the Term of the Agreement and for six months after the termination of the Agreement, at ZEEL’s cost and expense. If the results of any Technical Audit are not found to be satisfactory by either the IPTV OPERATOR or ZEEL, then ZEEL shall work with the IPTV OPERATOR in resolving this issue in the next fourteen (14) business days. If a solution is not reached at by then, ZEEL may, in its sole discretion, suspend the IPTV OPERATOR’s right to distribute the Channels or take other actions as provided under the Agreement, until such systems, procedures and security measures have been corrected to ZEEL satisfaction. The IPTV OPERATOR 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 IPTV OPERATOR to ZEEL’s satisfaction.

The IPTV OPERATOR shall deploy finger printing mechanisms to detect any piracy, violation of copyright and unauthorized viewing of the Channels, distributed / transmitted through its Platform at least every 10 minutes on 24 x 7 x 365(6) basis.

The IPTV OPERATOR shall not authorize, cause or suffer any portion of any of the Channels to be recorded, duplicated, cablecast, exhibited or otherwise used for any purpose other than for distribution by the IPTV OPERATOR at the time the Channels are made available. If the IPTV OPERATOR becomes aware that any unauthorized third party is recording, duplicating, cablecasting, exhibiting or otherwise using any or all of the Channels for any other purpose, the IPTV OPERATOR shall within ten minutes of so becoming aware of such recording, duplicating, cablecasting, exhibiting or otherwise using any or all of the Channels for any other purpose, notify ZEEL and the IPTV OPERATOR shall also switch off the concerned Set Top Box to prevent such unauthorized use. However, use of a Set Top Box with Personal Video Recorder/ Digital Video Recorder facility which has been supplied by the IPTV OPERATOR shall not

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be treated as unauthorized use, as long as such Set Top Box is used in accordance with the terms and conditions of the subscription agreement between the IPTV OPERATOR and the subscriber. The IPTV OPERATOR shall comply with the specifications for Set Top Box, Conditional Access System and Subscriber Management System as set out in ANNEXURE – X attached herewith.

If so instructed by Information (as defined below) by ZEEL, the IPTV OPERATOR shall shut off or de-authorize the transmission to any unauthorized subscriber/ subscriber indulging in piracy, within Ten minutes from the time it receives such instruction from ZEEL. Any communication under this clause shall be considered as valid Information only if (i) the information is sent through e-mail in a format as mutually agreed by the parties and (ii) the information is sent by a person(s) who is designated to send such information. However, the “information” may even be provided by ZEEL representatives through other means of communications such as telephonic message, fax etc. and the said “information” shall later be confirmed by ZEEL through e-mail and the IPTV OPERATOR shall be under obligation to act upon such information.

16. Reports The IPTV OPERATOR will maintain at its own expense a Subscriber Management System (“SMS”) which should be fully integrated with the CAS (Conditional Access System).

The IPTV OPERATOR shall provide to ZEEL complete and accurate opening and closing subscriber monthly reports (separately for ordinary and commercial subscribers) for the Zee Group Channels and the tier and/ or package containing Zee Group Channels within seven (7) days from the end of each month in the format set-out in ANNEXURE- XI attached herewith.

Such reports shall specify all information required to calculate the Monthly Average Subscriber Level (including but not limited to the number of Subscribers for each Zee Group Channel and each package in which a Zee Group Channel is included) and the Licence Fees payable to ZEEL and in case the IPTV OPERATOR opts for Incentive Schemes all the required details as per stipulated formats. Such monthly Reports shall be signed and attested by an officer of the IPTV OPERATOR of a rank not less than Head of Operations Department/ Chief Financial Officer/Chief Executive Officer who shall certify that all information in the Report is true and correct and that the number of subscribers reported in the

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Report has been extracted from the SMS which is exactly the same as reflected in their CAS.

In order to verify the authenticity of the monthly report ZEEL may ask IPTV OPERATOR to furnish the opening and closing numbers of any four (4) days in a month as randomly specified by ZEEL and the IPTV OPERATOR would furnish the said details/information accordingly within two (2) day of such request.

17. Acquired Systems If IPTV OPERATOR merges with, acquires or is acquired by a competing IPTV OPERATOR within the Territory (“Competing Platform”) and Zee Group Channels are not carried on the Competing Platform at the time of merger and in the event following the merger the Competing Platform carries the ‘Zee Group Channel pursuant to this Agreement or IPTV OPERATOR distributes the said Channel to the Subscribers of the Competing Platform, IPTV OPERATOR or the successor company shall be obligated to pay to ZEEL an increased License Fee from the effective date of the merger, as agreed between Parties on the basis of this RIO within 30 days from the date of the merger based on the revised subscriber base of IPTV OPERATOR and the Competing Platform or the successor company/affiliates/joint ventures/networks as the case maybe. In case of parties failing to arrive at increased License Fee payable, the Parties agree to refer the matter to TDSAT. It is hereby clarified that the increased License Fee shall be over and above the License Fee payable by IPTV OPERATOR under this Agreement.

If IPTV OPERATOR merges with, acquires or is acquired by a Competing Platform and the Zee Group Channel(s) are carried on Platform and the Competing Platform, then the fee payable by the combined entity / platform would be in accordance with the respective agreements of ZEEL, with the platform and competing platform prior to such merger, till a fresh agreement is entered into with ZEEL for the combined entity.

Identical procedures will be followed in circumstances where the IPTV OPERATOR merges with, acquires or is acquired by multiple Competing Platforms simultaneously or a party which owns multiple Competing Platforms.

18. Suspension Rights Subject to any applicable laws, ZEEL shall have the right to suspend delivery of the Zee Group Channels to the IPTV OPERATOR after giving 21 days’ notice in terms of the applicable Law, in the event of:

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i. a material breach related to License Fee if the same is not paid by the IPTV OPERATOR by the Due Date;

ii. a material breach related to anti-piracy, if such breach is not cured within the initial notice period of two (2) days; or

iii. a material breach not related to anti-piracy/ non- payment of Monthly License Fee, if such breach is not cured within the initial ten (10) day notice period.

The IPTV OPERATOR shall pay the License Fees during such suspension period; provided however, that if it is later proven that such suspension was in bad faith or not in accordance with the terms of this Agreement then ZEEL shall reimburse the IPTV OPERATOR any amount paid by the IPTV OPERATOR to ZEEL during such suspension period.

19. Renewal of the Agreement: The Parties shall start the process for renewal of the agreement at least 60 days prior to the date of the expiry of the existing Interconnection Agreement. New Interconnection agreement shall be entered into before the expiry of the existing Interconnection Agreement. In case the parties fail to enter into a new Interconnection Agreement before the expiry of the existing agreement, ZEEL shall not make available Zee Group channels to the IPTV OPERATOR on the expiry of the existing Interconnection agreement.

20. Termination (A). Either Party has a right to terminate the Agreement by a written notice, subject to applicable Law, to the other in the event of:

i. material breach of the Agreement by the other Party which has not been cured within Twenty One (21) days of being required in writing to do so;

ii. the bankruptcy, insolvency or appointment of receiver over the assets of the other Party;

iii. the Digital addressable cable TV system license or any other material license/ permission necessary for the IPTV OPERATOR to operate its IPTV system service being revoked at any time other than due to the fault of the IPTV OPERATOR.

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(B) ZEEL shall have the right to terminate this Agreement by a written notice to the IPTV OPERATOR forthwith if:

i. IPTV OPERATOR breaches any of the Anti-Piracy Requirements and fails to cure such breach within ten (10) days of being required in writing to do so; or

ii. ZEEL discontinues the Zee Group Channels with respect to all distributors in the Territory.

(C) The IPTV OPERATOR shall have the right to terminate this Agreement on written notice to ZEEL if the IPTV OPERATOR discontinues its IPTV business and provides at least ninety (90) days prior written notice.

(D) In the event that the Parties fail to enter into a new agreement prior to the expiry of the Term, IPTV OPERATOR the ZEEL would discontinue the supply of signals to IPTV OPERATOR on the date of the expiry of the agreement due to efflux of time.

(E) The procedure for disconnection of signals of the Channels by either Party shall be subject to the provisions contained in the Interconnection Regulations notified by TRAI.

(F) In the event the IRD Box/CAM and or Viewing Card is/are transferred to any other location in breach of this Agreement, the Agreement shall be automatically terminated without prejudice to any other rights of ZEEL under this Agreement or Law.

(G) ZEEL shall have the right to disconnect the Channels provided to the IPTV OPERATOR at any time by giving a prior written notice of 21 (twenty-one) calendar days, specifying the reasons for such disconnection.

(H) The right of ZEEL to terminate this Agreement shall be in addition to, and without prejudice to any other rights or remedies available to ZEEL under this Agreement or Law.

21. Effect of Termination Upon expiration or termination of the Agreement, all rights granted to and obligations undertaken by the Parties under the Agreement shall terminate immediately except:

i. IPTV OPERATOR’s obligations to pay License Fees accrued under the Agreement upon or prior to the expiration or termination of the Agreement; and

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ii. the indemnity obligations of the Parties; and iii. the confidentiality obligations of the Parties; and iv. such other rights as may accrue to the Parties under applicable laws.

In addition, IPTV OPERATOR shall forthwith: i. cease to use the Intellectual Property Rights of the Broadcaster and shall sign such confirmation of cessation of use of such Intellectual Property Rights as Broadcaster may require; ii. cease to provide or distribute/ transmit the Channels to the Subscribers; iii. return back to the Broadcaster the IRDs. iv. The IPTV OPERATOR shall prepare and deliver to ZEEL a final Subscriber Report relating to any amounts due to ZEEL forthwith; v. All Promotional Materials of ZEEL and/or Confidential Information, which are in the possession of the IPTV OPERATOR, its sub-operators or any of their Affiliates or under their control shall be returned to ZEEL or be otherwise disposed of in accordance with the ZEEL’s directions;

The expiry or termination of the Agreement shall be without prejudice to any rights which have already accrued to either Party under the Agreement prior to the date of expiry or termination.

The Parties shall immediately cease to make any representations that they are associated with each other in the Area. Termination of the Agreement shall not absolve the IPTV OPERATOR of its obligations and stipulations under the Agreement.

The provisions of Clauses 24, 26-35 shall survive the termination of this Agreement.

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22. Intellectual Property (I) ZEEL and its licensors shall have the sole right and privilege to determine which events and programmes, advertisements, messages and the like shall be included in the channels. the IPTV OPERATOR agrees and undertakes to distribute the channels in their entirety in the same manner as such channels are delivered by ZEEL, without any cutting, editing, dubbing, scrolling or ticker tape, interruptions, picture squeezing or re-sizing, insertion of graphic or animated overlays, pull-throughs or crawls, deletions or additions, blacking out, substituting or any other modification, alteration, addition, deletion or variation, substituting or any other modification, alteration, addition, deletion, variation or other interference or interruption in any manner.

(II) The IPTV OPERATOR shall use its best efforts to promote an awareness of the Channel among its Subscribers and potential subscribers. The IPTV OPERATOR acknowledges that the Channel Marks and associated marks and names (and the names of programs which appear in the Service) are and shall remain the exclusive property of ZEEL and its licensors, as applicable. The IPTV OPERATOR has not and shall not acquire any proprietary or other rights or interests therein by reason of this Agreement. ZEEL shall have the sole discretion to approve the use of such Channel Marks by the IPTV OPERATOR with respect to the programmes included in the Channels. The IPTV OPERATOR shall keep fully confidential and shall not publish or disseminate any material or information which violates any conditions imposed by ZEEL or its programme suppliers and disclosed to IPTV OPERATOR by Company for the purpose of this Agreement. ZEEL acknowledges and agrees that the IPTV OPERATOR shall have the right to use the Channel Marks to promote the Channel(s) through programme guide, programme listing, internet website and for the purpose of displaying the electronic program guide if any.

(III) All rights to the Channels and its contents are specifically reserved to ZEEL and its licensors, as appropriate, and may be freely exercised and exploited by them by any means, any locations and in any manner whatsoever.

(IV) Notwithstanding anything contained in this Agreement, the IPTV OPERATOR agrees that ZEEL, its parent, successors, assigns or any entity that owns or controls ZEEL, directly or indirectly during the Term hereof or for any extension, may re-name and/or re-brand the Channels in its sole discretion.

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23. Representations and Warranties

(I) Each Party represents and warrants to the other Party that:

(a) each of them is a duly incorporated and is a validly existing company under applicable Law and has full authority and all rights (including necessary licenses and approvals from competent authorities) necessary to perform its obligations under this Agreement;

(b) upon execution hereof, this Agreement shall be legally binding on such Party and enforceable against such Party and will not result in any violation of any applicable Law;

(c) it has obtained, and shall maintain in full force, during the Term of this Agreement, all approvals and consents necessary to perform its obligations under this Agreement and operate the business it is conducting in connection with this Agreement, as applicable and no consent, authorization, licence or approval of any Governmental Authority that has not been applied for or obtained is required to authorize the execution, delivery, or performance of this Agreement.

(II) IPTV OPERATOR undertakes, represents and warrants to ZEEL that:

(a) IPTV OPERATOR has conducted its business at all times in accordance with applicable Laws in all material respects and the terms of each license, registration and permit held by it and has obtained all the licenses, permits, registrations from any Governmental Authority required under applicable Law for the IPTV OPERATOR to operate the Distribution System within the permitted Area. The registration or license to operate the Distribution System within the permitted Area and all other necessary supporting documents, including licenses or registrations of all sub-operators are valid and shall continue to remain valid during the Term of this Agreement. The IPTV OPERATOR confirms that it shall abide by the applicable Law and Interconnection Regulations and shall duly inform ZEEL in the event of any changes or termination in its registrations or in the event of a change in names and addresses of sub- operators working under the IPTV OPERATOR within 10 (ten) calendar days of such change. Any failure on the part of the IPTV OPERATOR to inform ZEEL in the event of any such change within 10 (ten) calendar days of such change shall be construed as a material breach of this Agreement;

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(b) the IPTV OPERATOR has not received any written notice from any Governmental Authority with respect to any violation of any applicable Law and no fact or circumstance exists which is likely to lead to any license, registration or permit which is material to the Distribution System of the IPTV OPERATOR being revoked, varied, cancelled, suspended or not renewed.

(c) the Distribution Systems used by it to exercise the rights under this Agreement meet the requirements of applicable Laws and regulations, as amended from time to time, and this Agreement. The IPTV OPERATOR shall not generate or retransmit any unencrypted signals or feeds;

(d) it shall not pledge, charge or encumber or in any way part with the possession of the Equipment without the prior written permission of Company and shall not remove/shift any equipment used to avail of the Services from the address referred to in ANNEXURE – VIII, without the prior written consent of the Licensor;

(e) it shall not shift, remove, modify, misuse or tamper with the equipment used to avail of the Services including the paper seal to prevent opening of the equipment or any signals emanating there from, in a manner that prevents the identification of the equipment number or interferes with the signals emanating there from;

(f) it shall not distribute the Channels other than by itself or otherwise deal with the Channels except as expressly authorized under this Agreement. It is hereby clarified that the IPTV OPERATOR shall offer the Channel(s) to it subscribers either on A-la-carte or within and as part of Subscriber Package or the Incentive Scheme (if opted for);

(g)it shall not distribute the Channels (i) outside the Area; (ii) to any other Person other than the Subscriber in a manner specified in the Agreement;

(h) It has the appropriate net worth, good and paying subscriber base, necessary infrastructure including office, support staff and the equipment for running the Distribution System smoothly and efficiently so as to enable the IPTV OPERATOR to discharge all its obligations under this Agreement. The IPTV OPERATOR further represents that it is not in breach of any contractual obligation with respect to other service providers with whom it is connected;

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(i) all information provided by the IPTV OPERATOR to ZEEL in connection with this Agreement has been provided in good faith. All information which has been provided by the IPTV OPERATOR to ZEEL in connection with this Agreement is true and accurate, and such information does not omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading.

(j) the IPTV OPERATOR has not received any petition for, and no order has been made or a resolution been passed for the winding up of the IPTV OPERATOR or for the appointment of any provisional liquidator or administrator over any or all the assets of the IPTV OPERATOR or the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or re-organisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the IPTV OPERATOR and no analogous procedure or step is being taken or is pending or threatened in any jurisdiction. No receiver has been appointed in respect of the whole or any part of any of the assets of the IPTV OPERATOR.

(k) there are no legal proceedings pending against the IPTV OPERATOR which would materially affect the ability of the IPTV OPERATOR to perform its obligations under this Agreement.

The provisions of this Clause 23(II) shall also apply to sub- operators and Affiliates of the IPTV OPERATOR who are distributing the Channels through the Distribution System in the Area. The breach of any of the above shall constitute a material breach of this Agreement and shall entitle ZEEL to terminate this Agreement. The rights of ZEEL under this Clause shall be in addition to and without prejudice to any other rights available to it in Law or under this Agreement.

(III) Except as expressly set out in this agreement and to the maximum extent permitted by Law, the Channels are provided by the Licensor on an 'as-is' 'where-is' basis without warranties of any kind whatsoever, express or implied, including in relation to quality, merchantability, fitness for purpose or non- infringement or that the services will be error free or uninterrupted.

(IV) The IPTV OPERATOR further represents and warrants that:

a. all the terms and conditions laid down in this agreement are non-discriminatory, reasonable and justified

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and are not more than necessary for the legitimate preservation of the value of the Channel(s) and the content of the Channel(s);

b. that it has understood the merits and demerits including risks arising out of this agreement and acknowledges that it has evaluated all considerations relating to the agreement, after duly reading the contents of this agreement. The IPTV OPERATOR further represents that it has also taken advice from the subject matter experts including but not limited to finance, technical, content, legal and tax experts, pertaining to the implications of all terms and conditions of the agreement and based on their opinion has accepted that this agreement is suitable and appropriate for the IPTV OPERATOR.

c. it has agreed to all terms and conditions of this agreement after due discussion with ZEEL. In the event of any ambiguity or question of intent or interpretation arising out of this agreement, then the agreement shall be construed as if drafted jointly by both the Parties, and no presumption or burden of proof shall arise favouring or disfavouring any Party by virtue of the authorship of any provision of this Agreement.

24. Regulatory Intervention In the event that there is any change to any applicable statutes, enactments, acts of legislation or parliament, laws, ordinances, rules, by-laws or regulations of any government or statutory authority in India including but not limited to the Ministry of Information and Broadcasting and The Telecom Regulatory Authority or any final un-appealable order of any competent court or tribunal which would have a material adverse effect on either of the Parties, then the affected Party may request that the Parties consult as soon as reasonably practicable with a view to negotiating in good faith an amendment to this Agreement including but not limited to the license fees payable hereunder, such amendment to take effect from the date of such change. In the event that the Parties are unable to agree on an amendment within forty-five (45) days of the date of the request by the affected Party, then either Party may request TDSAT to resolve such dispute.

25. Indemnity and Limitation of Liability

(I) The IPTV OPERATOR shall without any limitations as to time period or amounts keep and hold ZEEL and its Affiliates, officers, directors, employees and agents fully indemnified and harmless against all claims, suits, actions, proceedings, causes of action,

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damages, awards, liabilities, costs and/or expenses of any kind (including reasonable attorney’s fees) arising out of any misrepresentation or fraud committed by the IPTV OPERATOR, or actual or alleged breach of any terms of this Agreement by the IPTV OPERATOR (including but not limited to breach of any representation and warranty provided by the IPTV OPERATOR to ZEEL).

(II) It is expressly understood and agreed between the Parties that ZEEL shall have no liability or obligation whatsoever under this Agreement, towards the IPTV OPERATOR, the Subscribers or any other person or Governmental Authority, arising from and/or in respect of:

(a) any defect in any Equipment (including without limitation IRDs / Viewing Cards) attributable to or resulting from any unauthorized/improper use, tampering, negligence or failure to follow ZEEL's instruction, or any use of the Equipment with any apparatus or Equipment not authorized by ZEEL, in which event ZEEL shall not be under any obligation to provide IPTV OPERATOR with any other Equipment;

(b) any inaction, default or on the part of the IPTV OPERATOR, its distributor or installer;

(c) any delay or failure in the performance of this Agreement caused by any reason or event beyond the control of ZEEL;

(d) deactivation, disconnection, interruption of the Channels or termination of this Agreement by ZEEL in accordance with the terms of this Agreement for any reason whatsoever (including without limitation on account of the non-payment of License Fee by the IPTV OPERATOR or on account of any other breach of this Agreement by the IPTV OPERATOR); or

(e) failure on the part of the IPTV OPERATOR to maintain the licenses and approvals required under applicable Law;

(III) The IPTV OPERATOR undertakes that it shall be solely responsible for dealings with the Subscribers and shall be liable for any claims, actions, demands or

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proceedings by the Subscribers arising out of the actions or omissions of IPTV OPERATOR. Nothing in this Agreement or the contract(s) executed between the Subscriber and the IPTV OPERATOR or the operator or sub-operator shall entitle the Subscriber to receive the Channels from ZEEL or create any direct relationship between the Subscriber and ZEEL.

(IV) ZEEL shall not be liable to the IPTV OPERATOR, any Subscriber or to any other Person, whether under contract, tort or otherwise, for any indirect, special, incidental or consequential damages or for any lost profits, business, revenues or goodwill arising out of or in connection with this Agreement or the provision of the Channels or inability to provide the same whether or not due to suspension, interruption or termination of the Channels or for any inconvenience, disappointment due to deprival of any programme or information whether attributable to any negligent act or omission or otherwise.

(V) Without prejudice to the foregoing, the maximum aggregate liability of ZEEL for proven and awarded direct damages or losses that may arise out of or in connection with this Agreement shall not exceed the License Fee actually paid by the IPTV OPERATOR to ZEEL hereunder.

26. Compliance with Laws: The IPTV OPERATOR, its sub-operators and their respective affiliates shall at all times ensure that their employee(s), directors(s), personnel adhere to all applicable laws, including but not limited to the anti-corruption and anti-bribery laws, provisions of the Prevention of Corruption Act, 1988, Prevention of Money Laundering Act, 2002. The IPTV OPERATOR, its sub-operators and their respective affiliates further agree that the IPTV OPERATOR, its sub-operators and their respective affiliates, as the case may be, and any person working on their behalf in connection with the services or this agreement shall not make any payment or transfer anything of value, directly or indirectly to: any governmental official or employee (including employees of government-owned and government- controlled corporations and public international organizations); any political party, official of a political party, or candidate for public office; any intermediary, including, but not limited to, agents or family members of government officials, for payment to any government official; any other person or entity in a corrupt or improper effort to obtain or retain business or any advantage, in connection with ZEEL’s affairs; any person selling a competing product in order to eliminate or restrict competition, including, but not limited to, agreements to divide

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the market; or any other person or entity; if such payment or transfer would violate the applicable law of the country.

27. Confidentiality (I) Subject to Clause 27 (III) the parties agree to keep all confidential information including without limitation, data pertaining to the business of the other party, details of the other party’s affiliates, subscriber details, license fee, pricing, information regarding the strategy and volume of business of the other party strictly confidential at all times.

(II) Any information provided by one Party to the other Party under the Agreement is to be held strictly in confidence by the other Party and shall not be used by the other Party for a purpose other than the purpose for which it is intended under this Agreement without written consent of the other.

Notwithstanding the provisions contained in Clause 27(I) and 27(II), either Party may disclose Confidential Information:

(a) if and to the extent necessary to be disclosed under the applicable Law or by any Governmental Authority to whose jurisdiction the Party is subject;

(b) in so far as it is required to be disclosed to Affiliates, the employees, directors or professional advisers of any Party, provided that any such disclosure is on a need-to-know basis and the disclosing Party shall procure that the persons to whom it is disclosed in terms of this provision treat such information as confidential;

(c) if and to the extent the Confidential Information has come into the public domain, otherwise than as a direct or indirect consequence of any breach of the terms and conditions of this Agreement and through no fault of that Party; or

(d) if and to the extent all the other Parties have given prior written consent to the disclosure of such Confidential Information.

28. Specific Performance The parties agree that damages may not be an adequate remedy and the parties shall be entitled to an injunction, restraining order, right for recovery, suit for specific performance or such other equitable relief as a court of competent jurisdiction may deem necessary or appropriate to restrain the other party from committing any violation or enforce the performance of the covenants, representations and obligations contained in this agreement. These injunctive remedies are cumulative and are in addition to any other rights

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and remedies the parties may have at law or in equity, including without limitation a right for damages.

29. Guarantee The IPTV OPERATOR shall procure that its affiliates, sub- operators and their affiliates who are operating in the area comply with the terms of this agreement and perform their obligations hereunder. The IPTV OPERATOR guarantees the performance of the obligations of its affiliates, sub-operators and their affiliates under the terms of this agreement. Any breach or default of this clause by the IPTV OPERATOR shall constitute a material breach by the IPTV OPERATOR of the terms of this Agreement.

30. Agency Neither the IPTV OPERATOR nor ZEEL shall be or hold itself out as the agent of the other under this Agreement except with the express written consent of the other. No sub- operators or subscribers shall be deemed to have any privity of contract or direct contractual or other relationship with Company by virtue of this Agreement or by Company’s delivery of the services to the IPTV OPERATOR.

31. Waiver No waiver of any of the terms or conditions hereof shall be valid or binding unless made in writing and duly executed by or on behalf of the Parties. No waiver by any party of any default with respect to any provision, condition or requirement hereof shall be deemed to be a waiver of any other provision, condition or requirement hereof. No delay or omission of any Party to exercise any right hereunder on one occasion in any manner shall impair the exercise of any such right on any other occasion.

32. Force Majeure Neither party shall be liable to the other for any delay in the performance of its obligations caused by any reason beyond its reasonable control, including without limitation, an act of god, fire, Governmental action, war, civil insurrection, riot, act of terrorism, labour unrest or dispute, epidemics or satellite failure or satellite jamming which may affect the retransmission of signals of any of the channels to the subscribers. provided that nothing contained in this clause shall apply to the obligation of the IPTV OPERATOR the pay the License Fee in accordance with this Agreement.

33. Assignment The IPTV OPERATOR shall not have the right without the prior written consent of ZEEL, to assign, transfer, convey, delegate or sub-contract this Agreement or any of its rights or obligations hereunder. ZEEL may assign or transfer its rights

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or obligations under the Agreement to any party without consent or approval of IPTV OPERATOR.

34. Notices Any Notice provided for in this Agreement shall be in writing and shall be (I) First transmitted by Email or facsimile transmission, and then confirmed by Postage, Prepaid Registered Post with Acknowledgement Due or by Internationally Recognised Courier Service; or (II) Sent by Postage, Prepaid Registered Post with Acknowledgement Due or by Internationally Recognized Courier Service:

A. In the case of notices to ZEEL: Mr. [●] Address:

Facsimile: Email:

B. In the case of notices to the IPTV OPERATOR: Mr. [●] Address:

Facsimile: Attention: Email:

35. Severability If any provision of this Agreement is determined to be invalid, illegal or unenforceable by a competent legal forum, the remaining provisions of this Agreement shall continue in full force and effect.

36. Jurisdiction Disputes or differences arising between the parties as to the effect, validity or interpretation of this Agreement or to their Rights, duties or liabilities arising out of this RIO, the Governing law shall be the Indian Laws and Telecom Disputes Settlement and Appellate Tribunal (TDSAT) shall have exclusive jurisdiction in respect of any dispute between the parties. Further, in case of dishonour of cheque(s), the parties agree that the Delhi courts only shall have the exclusive jurisdiction to try cases under section 138 of the Negotiable Instruments Act, 1881.

37. Entire understanding between the Parties The Distribution Agreement will contain the entire understanding between the Parties with respect to the subject matter hereof and supersede any prior agreements, writings, understandings or communications in this connection. The Parties agree that the terms contained herein are fair and reasonable. The Distribution Agreement shall not be modified, amended or varied unless

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otherwise mutually agreed in writing in accordance with applicable Law.

IN WITNESS WHEREOF, the Parties hereto have caused this AGREEMENT to be executed by their duly authorized representatives.

For and on behalf of: For and on behalf of: ______ZEE ENTERTAINMENT ENTERPRISES ______LIMITED (Name of the IPTV Operator)

Sign: Sign:

Name: Name:

Designation: Designation:

Date: Date:

Witness sign: Witness sign:

Name: Name:

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ANNEXURE – I

TERRITORY SMS Headend Address Authorized Area of Operation District State ID restricted to the local limit of (Name of City / Area / Town)

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ANNEXURE - II

ZEE GROUP CHANNELS (PART – I) I. List of Standard Definition (SD) Channels offered along with the respective A-la- Carte Rate: IPTV OPERATOR is desirous of availing SD Channels on A-la-Carte Basis (Yes / No): ____

S. Name of Genre A-la-Carte Rate payable per Channel Availed No. Channel month by IPTV operator (Yes /No) for each Authorised Subscriber (in Rs.) 1 Zee TV General Entertainment 5.83 (Hindi) 2 Zee ETC General Entertainment 1.35 (Hindi) 3 &TV General Entertainment 9.20 (Hindi) 4 Zee Café General Entertainment 3.60 (English) 5 Zee Marathi General Entertainment 3.60 (Regional) 6 Zee Bangla General Entertainment 3.64 (Regional) 7 Zee Salaam News & Current Affairs 3.86 8 Zee Kannada General Entertainment 3.35 (Regional) 9 Zee Telugu General Entertainment 4.67 (Regional) 10 Zee Sarthak General Entertainment 3.99 (Regional) 11 Zee Kalinga Infotainment 4.67 12 Living Foodz Infotainment 6.72 13 Zee Cinema Movies 5.83 14 &flix Movies 3.15 15 Zee Talkies Movies 6.96 16 Zee Bollywood Movies 4.49 17 Zee Action Movies 4.49 18 Zee Bangla Movies 6.80 Cinema 19 &Pictures Movies 7.56 20 Zing Music 2.25 21 Zee News News and Current FTA Affairs 22 Zee Punjab News and Current 0.67 Haryana Affairs Himachal 23 News and Current Zee Business 2.16 Affairs

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A-la-Carte Rate payable per S. Name of month by Channel Availed Genre IPTV operator No. Channel for each Authorised (Yes /No) Subscriber (in Rs.) News and Current 24 24 Ghanta 2.70 Affairs News and Current 25 Zee 24 Taas 3.82 Affairs Zee Madhya News and Current 26 Pradesh 3.82 Affairs Chhattisgarh Zee Rajasthan 27 Infotainment 4.62 News General Entertainment 28 Zee Anmol FTA (Hindi) General Entertainment 29 Zee Tamil 5.25 (Regional) Zee Bihar News and Current 30 FTA Jharkhand Affairs News and Current 31 Zee Hindustan FTA Affairs News and Current 32 WION 3.86 Affairs General Entertainment 33 Zee Yuva 5.04 (Regional) 34 Zee Cinemalu Movies 7.64 Zee Anmol 35 Movies FTA Cinema 36 Living Zen Infotainment 6.72 Zee 24 Kalak News and Current 37 3.82 Affairs Zee Uttar Pradesh News and Current 38 3.86 Uttarakhand Affairs News and Current 39 EZMALL.COM FTA Affairs 40 Living Rootz Life Style FTA 41 Living Travelz Life Style FTA 42 Z Living Life Style FTA General Entertainment 43 Big Magic FTA (Hindi) General Entertainment 44 Big Ganga FTA (Regional) General Entertainment 45 Zee Keralam* 5.23 (Regional)

* The channel will be launched w.e.f. 12th November 2018.

Total Count of SD Channel Availed on A-la-Carte Rate: ______

* Note: 1. A-La-Carte Rates of ZEEL Channels are without prejudice to ZEEL’s rights and contentions in any proceedings before any Tribunal/Judicial/Statutory/Regulatory authority including but not limited to the Appeal No. 1 of 2016 and Appeal No. 2 of 2016 and also in Appeal Nos. 4 & 5 (C) of 2015 pending adjudication before the Hon’ble Telecom Disputes Appellate and Settlement Tribunal (“TDSAT”).

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2. ZEEL reserves its rights, subject to applicable regulation/order of TRAI, to revise the Rate payable by Subscriber per Month mentioned herein above. Upon such revision IPTV OPERATOR agrees and unconditionally undertakes to pay revised Subscription Fee pro rata from the effective date of such revision. 3. Inflation related hike/increase in the Rates notified by TRAI by way of Tariff Order or otherwise would become automatically applicable to the above rates w.e.f. the date of such notification and the IPTV OPERATOR would be liable to pay the increased subscription fee from the notification date. 4. “Subscriber” for the purpose of calculation of license fee shall mean for any calendar month, each Set Top Box (“STB”), which is availing the ZEEL Channels 5. A-La-Carte Rates of ZEEL Channels mentioned herein above are excluding taxes and levies imposed by local and / or the Central Government including but not limited to Goods and Services Tax. 6. The aforementioned provisions regarding revision of rate shall be applicable to both A- la-Carte Rate(s) as well as Bouquet Rate(s).

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(PART – II) II RATES OF HIGH DEFINITION (HD) CHANNELS APPLICABLE TO AUTHORISED SUBCRIBERS ONLY: IPTV OPERATOR is desirous of availing HD Channels on A-la-Carte Basis (Yes / No): ______

S. A-la-Carte Rate payable per month by IPTV Channel Name of the No. operator for each Authorised Subscriber Availed Channel (Rs.) (Yes/No) 1 Zee TV HD 30.00 2 Zee Cinema HD 30.00 3 &flix HD 30.00 4 &Pictures HD 30.00 5 &TV HD 30.00 6 Zee Café HD 30.00 7 Zee Talkies HD 30.00 8 Zee Bangla HD 30.00 9 Zee Marathi HD 30.00 10 Living Foodz HD 4.00 11 &prive HD 30.00 12 Zee Tamil HD 30.00 13 Zee Telugu HD 30.00 14 Zee Cinemalu HD 30.00 15 Zee Kannada HD 30.00 16 Zee Keralam HD 30.00

* The channel will be launched w.e.f. 12th November 2018. Total Count of HD Channel(s) Availed on A-la-Carte Rate : ______Note: ➢ The rate mentioned for the A-la carte channel(s) are per “subscriber” per month rates. The Rate per subscriber per month for the ala carte channel, would increase by the inflation rate as specified by TRAI from time to time and/or such rate as may be prescribed under existing regulatory regime. ➢ The rates mentioned are exclusive of any taxes and levies imposed by local or central authorities including but not limited to Goods and Services Tax.

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ANNEXURE III BOUQUET OF ZEE GROUP CHANNELS AND BOUQUET RATES

IPTV OPERATOR to is desirous of availing Bouquet(s) of Zee Group Channels (Yes / No): ______

Bouquet – I – Availed ______(Yes / No) Bouquet Rate Payable Per Month by SR. No. Name of Channel IPTV OPERATOR for each Authorised Subscriber 1 Zee TV 2 &TV 3 Zee Cinema 4 & Pictures 5 Zee Bollywood 6 Zee Action 7 Zee ETC 8 Zing 9 Zee Business 10 Zee Salaam 11 Zee Café 12 &flix 13 Living Foodz 14 Zee Marathi 15 Zee Talkies Rs. 107.80/- 16 Zee 24 Taas 17 Zee Bangla 18 Zee Bangla Cinema 19 24 Ghanta 20 Zee Sarthak 21 Zee Kalinga 22 Zee Punjab Haryana Himachal 23 Zee Madhya Pradesh Chhattisgarh 24 Zee Rajasthan News 25 Zee Telugu 26 Zee Kannada 27 WION 28 Zee Yuva 29 Zee Cinemalu

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Bouquet – II – Availed ______(Yes / No) Bouquet Rate payable per month by SR. No. Name of Channel IPTV OPERATOR for each Authorised Subscriber 1 Zee TV 2 &TV 3 Zee Cinema 4 & Pictures 5 Zee Bollywood 6 Zee Action 7 Zee ETC 8 Zing 9 Zee Business 10 Zee Salaam 11 Zee Café Rs. 74.44/- 12 &flix 13 Living Foodz 14 Zee Marathi 15 Zee Talkies 16 Zee 24 Taas 17 Zee Punjab Haryana Himachal 18 Zee Madhya Pradesh Chhattisgarh 19 Zee Rajasthan News 20 WION 21 Zee Yuva

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Bouquet – III Availed ______(Yes / No) Bouquet Rate Payable Per Month by SR. No. Name of Channel IPTV OPERATOR for each Authorised Subscriber 1 Zee TV 2 &TV 3 Zee Cinema 4 &pictures 5 Zee Bollywood 6 Zee Action 7 Zee ETC 8 Zing 9 Zee Business 10 Zee Salaam Rs. 73.17/- 11 Zee Café 12 &flix 13 Living Foodz 14 Zee Bangla 15 Zee Bangla Cinema 16 24 Ghanta 17 Zee Sarthak 18 Zee Kalinga 19 WION

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Bouquet – IV – Availed ______(Yes / No) Bouquet Rate Payable Per Month by SR. No. Name of Channel IPTV OPERATOR for each Authorised Subscriber 1 Zee TV 2 &TV 3 Zee Cinema 4 &pictures 5 Zee Bollywood 6 Zee Action 7 Zing 8 Zee Business 9 Zee Salaam Rs. 57.59/- 10 Zee Café 11 &flix 12 Living Foodz 13 Zee Punjab Haryana Himachal 14 Zee Telugu 15 Zee Kannada 16 WION 17 Zee Cinemalu

Total Count of Bouquet(s) Availed on Bouquet Basis: ______

* Note: 1. Bouquet Rates of Zee Group Channels are without prejudice to ZEEL’s rights and contentions in any proceedings before any Tribunal/Judicial/Statutory/Regulatory authority including but not limited to the Appeal No. 1 of 2016 and Appeal No. 2 of 2016 and also in Appeal Nos. 4 & 5 (C) of 2015 pending adjudication before the Hon’ble Telecom Disputes Appellate and Settlement Tribunal (“TDSAT”). 2. ZEEL reserves its rights, subject to applicable regulation/order of TRAI, to revise the Rate payable per subscriber per month mentioned herein above. Upon such revision IPTV OPERATOR agrees and unconditionally undertakes to pay revised License Fee pro rata from the effective date of such revision. 3. Inflation related hike/increase in the Rates notified by TRAI by way of Tariff Order or otherwise would become automatically applicable to the above rates w.e.f. the date of such notification and the IPTV OPERATOR would be liable to pay the increased subscription fee from the notification date. 4. “Subscriber” for the purpose of calculation of license fee shall mean for any calendar month, each Set Top Box (“STB”), which is availing the ZEEL Channels 5. A-La-Carte Rates of ZEEL Channels mentioned herein above are excluding taxes and levies imposed by local and / or the Central Government including but not limited to Goods and Services Tax. ******

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ANNEXURE - IV

UNDERTAKING FOR THE INCENTIVE SCHEME AVAILED

Date: ______, 2018

To, Zee Entertainment Enterprises Limited “Essel House”, B-10 Lawrence Road Industrial Area, Delhi – 110 035

Dear Sir,

Sub: Confirmation of the Incentive Scheme availed.

1. We refer to the Interconnection Agreement dated ______entered into between the Company and IPTV OPERATOR on the basis of Reference Interconnect Offer of ZEEL.

2. We hereby confirm that we have opted for the Incentive Scheme as detailed in SCHEDULE – A to this letter.

3. In order to be eligible for the opted Incentive Scheme as detailed in SCHEDULE - A, we hereby undertake and confirm that we will comply with each of the applicable conditions of the Incentive Scheme(s) opted by us during the Term of the Agreement.

4. We understand and acknowledge that failure to comply with the applicable conditions of the Incentive Scheme(s) opted by us would result in the consequences as detailed in the respective Incentive Scheme(s).

Yours Sincerely, For [Name of IPTV OPERATOR]

______Authorized Signatory

Name: Title: IPTV OPERATOR Seal ******

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SCHEDULE – A Details of Incentive Scheme Availed I. Parameters availed for Incentive Scheme on Bouquet Rate of SD Channel(s):

S. Availed Incentive Parameters If Yes No. (Yes/No)

Subscriber Base on Date of Execution of the Agreement: ______. Incentive Subscriber Base 1 to be calculated based on the Subscriber Incentive Base reported in monthly subscriber report.

To ensure the minimum Penetration as per the Incentive Scheme Pre-requisite. Bouquet Penetration 2 Incentive To be made available on submission of subscriber report

Bouquet Slab (LCN) 3 As detailed in Exhibit D Incentive

Prompt Payment 4 Upon Payment on Due Date Incentive

Prompt Subscriber Upon Submission of Report on Due 5 Report Submission Date Incentive

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II. Parameter availed for Incentive Scheme on HD Channels:

S. Availed Incentive Parameters If Yes No. (Yes/No)

Subscriber Base on Date of Execution of the Agreement: ______. HD Subscriber Base 1 Incentive to be calculated based on the Incentive Subscriber Base reported in monthly subscriber report.

Number and Name of Channels committed to be carried by IPTV OPERATOR over and above the HD Channel Count 2 number required to be subscribed as per Incentive Pre-requisite of the Incentive Scheme (4 + ___) = ____ as detailed in Exhibit E

To ensure the minimum Penetration as

per the Incentive Scheme Pre-requisite. HD Channel(s) 3 Penetration Incentive To be made available on submission of subscriber report

To be made available on submission of Additional HD 4 Penetration Incentive subscriber report

5 HD LCN Incentive As detailed in Exhibit F

Prompt Payment 6 Upon Payment on Due Date Incentive

Prompt Subscriber Upon Submission of Report on Due 7 Report Submission Date Incentive

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Exhibit – A

Details of Bouquets availed for the purpose of Bouquet Count Incentive pertaining to Incentive Scheme on Bouquet Rate of SD Channels

S. Bouquet Availed Name of Bouquet No. (Yes / No) 1 BOUQUET I 2 BOUQUET II 3 BOUQUET III 4 BOUQUET IV TOTAL COUNT OF BOUQUET(S)

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Exhibit – B

Details of committed slab for respective Channel forming part of availed Bouquet for the purpose of Bouquet Slab (LCN) Incentive pertaining to Incentive Scheme on Bouquet Rate of SD Channels

SR. Name of Channel LCN Number / Slab Number Name of No. Sequence (Slab 1 / Slab 2 / Bouquet Slab 3)

1 Zee TV

2 &TV 3 Zee Cinema

4 &pictures

5 Zee Bollywood

6 Zee Action 7 Zee ETC 8 Zing 9 Zee Business 10 Zee Salaam 11 Zee Café 12 &flix 13 Living Foodz 14 Zee Marathi Bouquet 15 I Zee Talkies 16 Zee 24 Taas 17 Zee Bangla 18 Zee Bangla Cinema 19 24 Ghanta 20 Zee Sarthak 21 Zee Kalinga 22 Zee Punjab Haryana Himachal 23 Zee Madhya Pradesh Chhattisgarh 24 Zee Rajasthan News 25 Zee Telugu 26 Zee Kannada 27 WION 28 Zee Yuva 29 Zee Cinemalu

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SR. LCN Number / Slab Number Name of NO. Name of Channel Sequence (Slab 1 / Slab 2 / Bouquet Slab 3)

1 Zee TV

2 &TV 3 Zee Cinema

4 &pictures

5 Zee Bollywood 6 Zee Action 7 Zee ETC 8 Zing 9 Zee Business 10 Zee Salaam Bouquet 11 II Zee Café 12 &flix 13 Living Foodz 14 Zee Marathi 15 Zee Talkies 16 Zee 24 Taas 17 Zee Punjab Haryana Himachal 18 Zee Madhya Pradesh Chhattisgarh 19 Zee Rajasthan News 20 WION 21 Zee Yuva

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SR. LCN Number / Slab Number Name of NO. Name of Channel Sequence (Slab 1 / Slab 2 / Bouquet Slab 3)

1 Zee TV

2 &TV 3 Zee Cinema

4 &pictures

5 Zee Bollywood 6 Zee Action 7 Zee ETC 8 Zing 9 Zee Business Bouquet 10 III Zee Salaam 11 Zee Café 12 &flix 13 Living Foodz 14 Zee Bangla 15 Zee Bangla Cinema 16 24 Ghanta 17 Zee Sarthak 18 Zee Kalinga 19 WION

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SR. LCN Slab Number Name of NO. Name of Channel Number / (Slab 1 / Slab 2 / Slab Bouquet Sequence 3)

1 Zee TV

2 &TV

3 Zee Cinema 4 &pictures 5 Zee Bollywood 6 Zee Action 7 Zing 8 Zee Business Bouquet 9 IV Zee Salaam 10 Zee Café 11 &flix 12 Living Foodz 13 Zee Punjab Haryana Himachal 14 Zee Telugu 15 Zee Kannada 16 WION 17 Zee Cinemalu

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Exhibit – C

Details of HD Channels availed for the purpose of HD Channel Count Incentive pertaining to Incentive Scheme HD Channels

S. Channel Availed Name of Channel No. (Yes / No) 1 Zee TV HD 2 Zee Cinema HD 3 &TV HD 4 &Pictures HD 5 Zee Café HD 6 &flix HD TOTAL COUNT OF HD CHANNEL(S)

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Exhibit – D

Details of committed Slab for HD Channels availed for the purpose of HD LCN Incentive pertaining to Incentive Scheme on A-la-Carte Rate of HD Channels

S. Slab Number Name of Channel LCN Number / Sequence No. (Slab 1 / Slab 2 / Slab 3) 1 Zee TV HD 2 Zee Cinema HD 3 &TV HD 4 &Pictures HD 5 Zee Café HD 6 &flix HD

******

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ANNEXURE V

INCENTIVE SCHEME ON BOUQUET RATES OF STANDARD DEFINITION (SD) CHANNELS

1. ZEEL is offering the following incentives on the Bouquet(s) of the Standard Definition (SD) Pay Channels set out in this ANNEXURE - V subject to IPTV OPERATOR (operating through digital addressable cable television system) fulfilling the eligibility conditions set out in Clause 3 of this ANNEXURE - V:

2. Definitions:

(a) Mode of Transmission means delivery through Digital Addressable Cable Television System

(b) “Basic Entry Package” shall mean all such package of television channels offered by the IPTV OPERATOR to its subscribers, comprising of (i) a combination of FTA Channels and one or more Pay Channels of a single broadcaster or multiple broadcasters; and/or (ii) a combination of one or more Pay Channels of a single broadcaster or multiple broadcasters. It is however clarified that, it shall not include Add-on Packages, but shall include Basic Entry Package Tier 1, Basic Entry Package Tier 2 and Basic Entry Package Tier 3 respectively or any other Basic Entry Package Tier, launched by the IPTV OPERATOR during the Term. IPTV OPERATOR would be under obligation to inform ZEEL about any new launch of Package and/or any change /modification in the existing Package immediately upon but not later than 2 days such launch/modification.

(c) “Basic Entry Package Tier 1” shall mean the Basic Entry Package(s) offered by the IPTV OPERATOR which is/are the lowest priced amongst all the Basic Entry Packages(s) offered by the IPTV OPERATOR to its subscribers.

(d) “Basic Entry Package Tier 2” shall mean the Basic Entry Package(s) offered by the IPTV OPERATOR which is/are the second lowest priced amongst all the Basic Entry Package(s) offered by the IPTV OPERATOR to its subscribers and comprises of all the channels comprised in the Basic Entry Package – Tier 1 and some additional FTA Channels and Pay Channels.

(e) “Basic Service Tier” shall mean a package of television channels offered by the IPTV OPERATOR, consisting only of FTA channels.

(f) “FTA Channel(s)” shall mean free-to-air channel(s), in respect of a cable television network, being a channel for which no subscription fee is to be paid by the cable operator to the broadcaster for its retransmission on cable.

(g) “Pay Channel(s)” shall mean, in respect of a cable television network, channel(s) for which subscription fees is to be paid to the broadcaster by the cable operator and due authorization needs to be taken from the broadcaster for its re-transmission on cable.

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(h) “Primary Market” shall mean the States corresponding to the respective regional channels set out herein below. For example, the Primary Market for “Zee Rajasthan News” shall be the state of Rajasthan.

Primary Market S. No. Regional Channel States 1 Zee Marathi Maharashtra & Goa 2 Zee Yuva Maharashtra & Goa 3 Zee Bangla West Bengal 4 Zee Talkies Maharashtra & Goa 5 Zee Kannada Karnataka 6 Zee Telugu Andhra Pradesh & Telangana 7 Zee Cinemalu Andhra Pradesh & Telangana 8 Zee Bangla Cinema West Bengal 9 Zee Punjab Haryana Punjab, Haryana, Himachal, Himachal Chandigarh, & Delhi 10 24 Ghanta West Bengal 11 Zee 24 Taas Maharashtra & Goa 12 Zee Sarthak Odisha 13 Zee Kalinga Odisha 14 Zee Madhya Pradesh Madhya Pradesh & Chhattisgarh Chhattisgarh 15 Zee Rajasthan News Rajasthan

(i) “Pay Subscriber Base” shall mean all Active Pay Subscribers of the IPTV OPERATOR (including that of its affiliates/JVs/subsidiaries which are part of the Agreement). However, the subscriber who have subscribed only for FTA channels and /or have taken ZEE Group channels purely on Bouquet basis shall be excluded from Pay Subscriber Base.

(j) “Channel Penetration” Penetration for a Pay Channel means the proportion of the Pay Subscriber Base to whom the said Channel is made available out of the total Pay Subscriber Base of the IPTV OPERATOR, and is denoted in percentage (%) terms below:

Minimum Channel Penetration Sr. No. Channel Name Requirements 1 Zee TV 100% of Pay Subscriber Base 100% of Pay Subscriber Base in specified 2 &TV states# 100% of Pay Subscriber Base in specified 3 Zee Cinema states# 100% of Pay Subscriber Base in specified 4 &Pictures states# 5 Zee Cafe In parity with channels specified in Table C 6 &flix In parity with channels specified in Table C 7 Zee Business In parity with channels specified in Table C 8 Living Foodz In parity with channels specified in Table C 9 Zee Bollywood In parity with channels specified in Table C

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10 WION In parity with channels specified in Table C 11 Zee Salaam In parity with channels specified in Table C 12 Zing In parity with channels specified in Table C 13 Zee ETC In parity with channels specified in Table C 14 Zee Action In parity with channels specified in Table C 15 Zee Marathi *100% in the Primary Market 16 Zee Yuva *100% in the Primary Market 17 Zee Bangla *100% in the Primary Market 18 Zee Talkies *100% in the Primary Market 19 Zee Kannada *100% in the Primary Market 20 Zee Telugu *100% in the Primary Market 21 Zee Cinemalu *100% in the Primary Market 22 Zee Bangla Cinema *100% in the Primary Market Zee Punjab Haryana 23 *100% in the Primary Market Himachal 24 24 Ghanta *100% in the Primary Market 25 Zee 24 Taas *100% in the Primary Market 26 Zee Sarthak *100% in the Primary Market 27 Zee Kalinga *100% in the Primary Market Zee Madhya Pradesh 28 *100% in the Primary Market Chhattisgarh 29 Zee Rajasthan News *100% in the Primary Market # Specified States shall mean all States other than Tamil Nadu, Andhra Pradesh, Telangana, Karnataka and Kerala. * If the IPTV OPERATOR is not operating in the Primary Market(s) for a particular regional channel, then the IPTV OPERATOR in order to be eligible for the Incentive Scheme, shall be required to make such regional channel available to minimum of 10% of its total Active Pay Subscriber Base. 3. Incentive Eligibility Conditions for Incentives Scheme On Bouquet Rates of SD Channels: Pre-requisite of Incentive Scheme: - (a) All Channels of subscribed Bouquets made available by the IPTV OPERATOR to its subscribers in the Basic Entry Package Tier 1, shall be carried by the IPTV OPERATOR in all other Basic Entry Package Tiers. Similarly, all Channels made available by the IPTV OPERATOR in the Basic Entry Package Tier 2, shall be made available by the IPTV OPERATOR in all other Basic Entry Package Tiers, except in the Basic Entry Package Tier 1. (b) IPTV OPERATOR shall ensure that all the Channels agreed to be offered by it to its Subscribers in other Basic Entry Packages (i.e. Tier 1 and Tier 2) shall always be carried in such Basic Entry Packages offered by it to its Subscribers during the Term in the same relative packaging position. (c) The IPTV OPERATOR shall ensure that the Channels of the subscribed Bouquet(s) achieve the minimum Channel Penetration requirement which is more particularly set out in Clause 2(j) herein above. In the event the IPTV OPERATOR creates any intermediary packs between the Basic Entry Package(s) offered by it, during the Term, the IPTV OPERATOR shall ensure that the Channels that it has agreed to carry in the immediately higher Basic Entry Package, are moved to the intermediary package so created, to maintain the relative positioning and packaging of the Channels as per the minimum Channel Penetration requirement which is more particularly set out in Clause 2(j). For example, in the event the IPTV OPERATOR launches any intermediary package between Basic Entry Package Tier 1 and Basic Entry Package

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Tier 2, it shall ensure that all the Channels in Basic Entry Package Tier 2, agreed to be made available by it are moved to the new intermediary pack launched. (d) The IPTV OPERATOR shall ensure that while placing/packaging channels in basic entry package(s) and/or add-on packages, Zee Group Channel(s) shall not be disadvantaged or otherwise treated less favorably by the IPTV OPERATOR with respect to competing channels on a genre basis as illustrated in Table C of Clause 4.3 herein below. (e) The IPTV OPERATOR shall ensure that during the Term, the Channels will be made available and carried throughout the Territory to all its existing subscribers as on the date of execution of the Agreement, as well as to its new subscribers as per the terms set out in Clause (a) to (e) above and also IPTV OPERATOR shall carry all the Channels in its entirety and continuously without any stoppage/break 24X7X365(6) basis, in the order and at the time transmitted by the respective Broadcasters of the Channels without any editing, delays (other than technology based delays), alterations, interruptions, picture squeezing or re-sizing, insertion of graphic or animated overlays, pull-throughs or crawls, deletions or additions unless otherwise agreed in advance in writing between IPTV OPERATOR and ZEEL. (f) IPTV OPERATOR shall deliver a written undertaking to ZEEL, in the format set out in ANNEXURE IV, electing to comply with the Incentive Scheme. 4. Incentive Parameters for Incentive on Bouquet Rate of SD Channel: The following parameters for the Incentive on Bouquet Rate of SD Channel shall be applicable to the IPTV OPERATOR fulfilling all the Pre-requisite(s) of Incentive Scheme as detailed in Clause 3 herein above.

4.1 Subscriber Base Incentive: Subscriber Base Incentive shall mean the incentive which is based on the slab of the Subscriber Base of the IPTV OPERATOR for Pay Channels of the subscribed Bouquet distributed on the Platform of the IPTV OPERATOR in the Territory, as set out in Table A below (“Subscriber Base Incentive”).

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TABLE – A Subscriber Base Incentive Subscriber Base of IPTV Incentive in Sl. No. OPERATOR Percentage (%) 1 4 Million and above 10.00% 2 2 Million and above but less than 9.00% 4 Million 3 1 Million and above but less than 8.00% 2 Million 4 Less than 1 Million 7.00%

a.) Subscriber Base of the IPTV OPERATOR for the purpose of calculation of Subscriber Base Incentive shall mean all Active Pay Subscribers reported by the IPTV OPERATOR in the subscriber report submitted by the IPTV OPERATOR (including that of its affiliates/JVs/subsidiaries which are part of the Agreement) for the concerned month as set out in Clause 16 of the Agreement read along with ANNEXURE – XI. However, for the purpose of counting Active Pay Subscriber, the subscriber who have subscribed only for FTA channels and /or have taken ZEE Group channels purely on Bouquet basis shall be excluded from Active Pay Subscriber. Illustration: Calculation of Subscriber Base Incentive for the IPTV OPERATOR:

If the IPTV OPERATOR has a subscriber base of more than 4 million, it will fall under the Sub Base Incentive category of 4 million and above. If such an IPTV OPERATOR carries Bouquet I of Zee Group Channels and places channels in Bouquet Slab 1, then the incentives for the IPTV OPERATOR will work as follows: RIO Rate of Bouquet I (in Rs.) 107.80 Subscriber Base Incentive (as per Clause 4.1) 10% Bouquet Slab (LCN) Incentive (as per Clause 4.2) 33.00% Bouquet Penetration Incentive (as per Clause 4.3) 30.00% Prompt Payment Incentive (as per Clause 4.4) 1.8% Prompt Subscriber Report Incentive (as per Clause 4.5) 0.6% Cumulative Incentive 75.40% Net Rate for Bouquet 1 after availing Incentives (in Rs.) 26.52

However, if the IPTV OPERATOR has 3 million subs, it will fall under the Sub Base Incentive category of 2 Million and above but less than 4 Million, its incentives will change as follows: RIO Rate of Bouquet 1 (in Rs.) 107.80 Subscriber Base Incentive (as per Clause 4.1) 9% Bouquet Slab (LCN) Incentive (as per Clause 4.3) 33.00% Bouquet Penetration Incentive (as per Clause 4.2) 30.00% Prompt Payment Incentive (as per Clause 4.4) 1.8% Prompt Subscriber Report Incentive (as per Clause 4.5) 0.6% Cumulative Incentive 74.40% Net Rate for Bouquet 1 after availing Incentives (in Rs.) 27.60

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a. Bouquet Penetration Incentive: Bouquet Penetration Incentive shall mean the incentive based on penetration for all Zee Group Channels forming part of the Bouquet(s) subscribed by the IPTV OPERATOR for its Platform. IPTV OPERATOR shall be eligible to avail the Bouquet Penetration Incentive only in event that all Zee Group Channels forming part of the subscribed Bouquet meets the minimum Channel Penetration requirement as stipulated in Clause 2(j) herein above.

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TABLE – B Bouquet Penetration Incentive

Percentage Incentive Bouquet Bouquet Penetration Penetration Achieved Bouquet Bouquet Bouquet Slab Bouquet I II III IV As detailed in Clause Slab 1 2(j) for various 30.00% 30.00% 30.00% 24.00% channel(s) All Channel(s) at more Slab 2 31.50% 32.50% 32.50% 27.00% than 95%

(a) IPTV OPERATOR shall be eligible for Bouquet Penetration Incentive as per Slab 1 in event it achieves the Penetration requirement for each channel forming part of the Bouquet as per Clause 2(j) above. (b) IPTV OPERATOR shall have to achieve more than 95% Penetration for each channel forming part of the Bouquet availed to be eligible for Bouquet Penetration incentive under Slab 2. (c) If during a month, penetration of a particular channel forming part of a Bouquet falls below the minimum required Channel Penetration as stated in Clause 2(j) above, then the Bouquet Penetration Incentive for such Bouquet will be withdrawn for the said month. Illustration

Calculation of Penetration Incentive for the IPTV OPERATOR:

If an IPTV OPERATOR subscribes to Bouquet I and achieves the minimum required Channel Penetration, it will be eligible for the Bouquet Penetration Incentive of Slab 1. If such an IPTV OPERATOR has a sub base of more than 4 million, then the incentives will work as follows: RIO Rate of Bouquet 1 (in Rs.) 107.80 Subscriber Base Incentive (as per Clause 4.1) 10% Bouquet Slab (LCN) Incentive (as per Clause 4.3) 33.00% Bouquet Penetration Incentive (as per Clause 4.2) 31.50% Prompt Payment Incentive (as per Clause 4.4) 1.8% Prompt Subscriber Report Incentive (as per Clause 4.5) 0.6% Cumulative Incentive 76.90% Net Rate of Bouquet 1 after availing Incentives (in Rs.) 24.90

However, if the IPTV OPERATOR places all the channels in its lowest price pack and achieves more than 95% penetration for each Channel of Bouquet I, it will be eligible for Penetration Incentive of Slab 2 for that Bouquet RIO Rate of Bouquet I (in Rs.) 107.80 Subscriber Base Incentive (as per Clause 4.1) 10% Bouquet Slab (LCN) Incentive (as per Clause 4.3) 33.00% Bouquet Penetration Incentive (as per Clause 4.2) 30.00% Prompt Payment Incentive (as per Clause 4.4) 1.8% Prompt Subscriber Report Incentive (as per Clause 4.5) 0.6% Cumulative Incentive 75.40% Net Rate of Bouquet 1 after availing Incentives (in Rs.) 26.50

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4.3 Bouquet Slab (LCN) Incentive: Bouquet Slab (LCN) Incentive shall mean the incentive based on the logical channel number (“LCN”) slabs for the channels forming part of the Bouquet within specified genre (as listed in Table C below), in which any of the Zee Group Channels are placed by the IPTV OPERATOR on the Platform, within the specified genre and language of all standard definition channels as contained in electronic program guide system as set out in Table D of this Schedule (“Bouquet Slab (LCN) Incentive”)

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TABLE – C Genre and Logical Channel Number (LCN) Slabs Sr. Channel Name Genre Competing Channels of Other Broadcasters Slab 1 Slab 2 Slab 3 No. General Star Plus, Colors, Sony, SAB TV, Life OK, Sony Pal 1 Zee TV Entertainment 1 to 2 3 to 4 NA and similar channels (Hindi) General Star Plus, Colors, Sony, SAB TV, Life OK, Sony Pal 2 &TV Entertainment 1 to 5 6 to 7 NA and similar channels (Hindi) Star Gold, MAX, MAX 2, Movies OK, UTV Action, 3 Zee Cinema Movies (Hindi) 1 to 2 3 to 4 NA UTV Movies, Filmy and similar channels Star Gold, MAX, MAX 2, Movies OK, UTV Action, 4 &Pictures Movies (Hindi) 1 to 4 5 to 6 NA UTV Movies, Filmy and similar channels Star Gold, MAX, MAX 2, Movies OK, UTV Action, 5 Zee Bollywood Movies (Hindi) 1 to 6 7 to 8 9 to 10 UTV Movies, Filmy and similar channels Star Gold, MAX, MAX 2, Movies OK, UTV Action, 6 Zee Action Movies (Hindi) 1 to 8 9 to 10 11 to 12 UTV Movies, Filmy and similar channels Sony Mix, 9XM, 9X Jalwa, Masti, Mtunes, B4U 7 Zee ETC Music (Hindi) Music, Music India, Zoom, Bindaas Play and similar 1 to 4 5 to 6 7 to 8 channels Sony Mix, 9XM, 9X Jalwa, Masti, Mtunes, B4U 8 Zing Music (Hindi) Music, Music India, Zoom, Bindaas Play and similar 1 to 4 5 to 6 7 to 8 channels News and Current 9 Zee Business Affairs (Business CNBC Awaaz and other similar channels 1 to 2 3 to 4 5 to 6 News Hindi) General Star World, Star World Premier, Comedy Central, 10 Zee Café Entertainment 1 to 2 3 to 4 5 to 6 AXN, Colors Infinity and similar channels (English) Star Movies, Star Movies Action, PIX, Movies Now, 11 &flix Movies (English) HBO, WB, MGM, Romedy Now, UTV World 1 to 2 3 to 4 5 to 6 Movies and similar channels Discovery, History, Animal Planet, Discovery 12 Living Foodz Infotainment Science, Discovery Turbo, Food Food, NG Wild and 1 to 7 8 to 10 11 to 12 similar channels General Star Pravah, Colors Marathi, Saam TV, Maiboli and 13 Zee Marathi Entertainment 1 to 2 3 to 4 NA similar channels (Marathi) 14 Zee Talkies Movies (Marathi) Fakt Marathi, Chitrapat Marathi and similar channels 1 to 2 3 to 4 5 to 6 News and Current ABP Majha, Mi Marathi, IBN Lokmat, TV9 Marathi 15 Zee 24 Taas 1 to 2 3 to 4 5 to 6 Affairs (Marathi) and similar channels General Star Jalsha, Colors Bangla, Aath and similar 16 Zee Bangla Entertainment 1 to 2 3 to 4 NA channels (Bangla) Zee Bangla 17 Movies (Bangla) Jalsha Movies, Sony Aath, and similar channels 1 to 2 3 to 4 5 to 6 Cinema News and Current ABP Ananda, ETV News Bangla, Kolkata TV, News 18 24 Ghanta 1 to 2 3 to 4 5 to 6 Affairs (Bangla) Time Bangal and similar channels General 19 Zee Sarthak Entertainment Tarang, Colors Odia and similar channels 1 to 2 3 to 4 5 to 6 (Odia) Odisha TV, ETV News Odia, Kalinga TV, Kanak 20 Zee Kalinga Infotainment 1 to 6 7 to 8 9 to 10 TV, Prameya News 7 and similar channels

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Zee Punjab News and Current 21 Haryana PTC News and other similar channels 1 to 6 7 to 8 9 to 10 Affairs (Punjabi) Himachal Zee Madhya News and Current IBC 24, ETV Madhya Pradesh Chhattisgarh and 22 Pradesh 1 to 6 7 to 8 9 to 10 Affairs (MPCG) similar channels Chhattisgarh News and Current Zee Rajasthan ETV Rajasthan, Samay Rajasthan and similar 23 Affairs 1 to 6 7 to 8 9 to 10 News channels (Rajasthani) General Suvarna, Suvarna Plus, Colors Kannada, Udaya 24 Zee Kannada Entertainment 1 to 2 3 to 4 NA TV,Udaya Comedy and similar channels (Kannada) General Gemini TV, ETV Telugu, ETV Plus, Maa Gold, Maa 25 Zee Telugu Entertainment 1 to 2 3 to 4 NA TV and similar channels (Telugu) News & Current 26 Zee Salaam Aalami Sahara, ETV Urdu and similar channels 1 to 2 3 to 4 5 to 6 Affairs (Urdu) Times Now, NDTV 24x7, India Today, CNN News and Current 27 WION News18, CNN, BBC World News, Al Jazeera and 1 to 4 5 to 6 7 to 8 Affairs (English) similar channels General Star Pravah, Colors Marathi, Saam TV, Maiboli and 28 Zee Yuva Entertainment 1 to 4 5 to 6 NA similar channels (Marathi) 29 Zee Cinemalu Movies (Telugu) Gemini Movies, Maa Movies and similar channels 1 to 3 4 to 5 6 to 8

NA – Not Applicable For Channels where Slab 3 is not applicable, Slab 2 to be considered.

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Table – D Bouquet Slab (LCN) Incentive

Percentage Incentive Sl. No. LCN Placement Bouquet Bouquet Bouquet I Bouquet II III IV

1 Bouquet Slab 1 33.00% 22.00% 21.20% 18.00%

2 Bouquet Slab 2 29.00% 16.00% 15.50% 11.00%

3 Bouquet Slab 3 25.00% 10.00% 9.50% 4.00%

a.) IPTV OPERATOR shall be considered eligible to avail the Bouquet Slab (LCN) Incentive in event it places all the Zee Group Channels forming part of the Bouquet in the stipulated Slabs as stated in Table – C herein above.

b.) However, the IPTV OPERATOR shall be entitled for flexibility of placing upto two channel(s) out of the total number of channel(s) of the particular Bouquet into any of the stipulated Slab(s). e.g. if the IPTV OPERATOR has subscribed Bouquet I for which it commits Bouquet Slab 1, then the IPTV OPERATOR has to place minimum twenty nine channels out of the thirty one channels of Bouquet I at their respective Slab 1, and two channel(s) can be placed at some other Slab(s).

c.) Further in case the IPTV OPERATOR places more than two channels in some other Slab(s) other than the specified Bouquet Slab, then the IPTV OPERATOR will be entitled to receive the Bouquet Slab Incentive as per the lowest Slab of the Channel(s) comprising of that Bouquet.

d.) In the event that the IPTV OPERATOR, for any reason whatsoever, fails to place more than two Channel(s) as per the defined Slabs in Table C read along with Table D above, during any day of the month and is not able to restore the channel(s) in the defined Slabs within 3 days from the date of receipt of intimation from the ZEEL (“Cure Period”), then the Bouquet Slab (LCN) Incentive for such Bouquets will be withdrawn for that particular month.

Illustration: Calculation of Bouquet Slab (LCN) Incentive for the IPTV OPERATOR: If an IPTV OPERATOR subscribes Bouquet I and commits bouquet Slab 1, the Bouquet Slab (LCN) Incentive of 'Bouquet Slab 1' will be applicable for said Bouquet. If such an IPTV OPERATOR has a sub base of more than 4 million, then the incentives will work out as follows: RIO Rate of Bouquet 1 (in Rs.) 107.80 Subscriber Base Incentive (as per Clause 4.1) 10% Bouquet Slab (LCN) Incentive (as per Clause 4.3) 33.00% Bouquet Penetration Incentive (as per Clause 4.2) 30.0% Prompt Payment Incentive (as per Clause 4.4) 1.8% Prompt Subscriber Report Incentive (as per Clause 4.5) 0.6% Cumulative Incentive 75.40% Net Rate of Bouquet 1 after availing Incentives (in Rs.) 26.52

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However, if the IPTV OPERATOR commits Bouquet Slab 2 for Bouquet I, it will fall under the Bouquet Slab (LCN) Incentive category of 'Bouquet Slab 2' RIO Rate of Bouquet I (in Rs.) 107.80 Subscriber Base Incentive (as per Clause 4.1) 10% Bouquet Slab (LCN) Incentive (as per Clause 4.3) 29.00% Bouquet Penetration Incentive (as per Clause 4.2) 30.0% Prompt Payment Incentive (as per Clause 4.4) 1.8% Prompt Subscriber Report Incentive (as per Clause 4.5) 0.6% Cumulative Incentive 71.40% Net Rate of Bouquet 1 after availing Incentives (in Rs.) 30.83

4.4 Prompt Payment Incentive: Prompt Payment Incentive shall mean an incentive available to IPTV OPERATOR on the basis of prompt payment of Monthly License Fee by the IPTV OPERATOR on or before the Due Date (i.e. paid on or before 30th Day of the immediately

succeeding month).

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Table – E Prompt Payment Incentive

Payment of Monthly License Fee by IPTV Prompt Payment Incentive OPERATOR Paid on or before Due Date 1.8%

Illustration Calculation of Prompt Payment Incentive for the IPTV OPERATOR:

If the IPTV OPERATOR makes the payment of Monthly Licence Fee on or before the Due Date, then the incentive for Bouquet 1 will be calculated as follows RIO Rate of Bouquet 1 (in Rs.) 107.80 Subscriber Base Incentive (as per Clause 4.1) 10% Bouquet Slab (LCN) Incentive (as per Clause 4.3) 33.00% Bouquet Penetration Incentive (as per Clause 4.2) 30.0% Prompt Payment Incentive (as per Clause 4.4) 1.8% Prompt Subscriber Report Incentive (as per Clause 4.5) 0.6% Cumulative Incentive 75.40% Net Rate of Bouquet 1 after availing Incentives (in Rs.) 26.52

However, if the IPTV OPERATOR defaults on the payment of Monthly Licence Fee, then in the incentive for Bouquet 1 will be calculated as follows RIO Rate of Bouquet 1 (in Rs.) 107.80 Subscriber Base Incentive (as per Clause 4.1) 10% Bouquet Slab (LCN) Incentive (as per Clause 4.3) 33.00% Bouquet Penetration Incentive (as per Clause 4.2) 30.0% Prompt Payment Incentive (as per Clause 4.4) 0% Prompt Subscriber Report Incentive (as per Clause 4.5) 0.6% Cumulative Incentive 73.60 Net Rate of Bouquet 1 after availing Incentives (in Rs.) 28.46 4.5 Prompt Subscriber Report Submission Incentive: Prompt Subscriber Report Submission Incentive shall mean an incentive available to IPTV OPERATOR for prompt submission of monthly subscriber reports. IPTV OPERATOR shall be entitled to avail the Prompt Subscriber Report Submission Incentive in event it submits the monthly subscriber report in the prescribed format as set out in ANNEXURE - XI within 7 days of the immediately succeeding month. For e.g. IPTV OPERATOR shall be entitled to avail to Prompt Subscriber Report Submission Incentive for the month of October 2018 if it submits the monthly subscriber report on or before 7th November 2018.

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Table – F Prompt Subscriber Report Submission Incentive Subscriber Report Submitted by IPTV Prompt Subscriber Report Submission OPERATOR Incentive On or Before 7th day of immediately 0.6% succeeding month

Illustration

Calculation of Prompt Subscription Report Submission Incentive for the IPTV OPERATOR: If the IPTV OPERATOR submits the monthly subscriber report in the prescribed format on or before the 7th day of the immediately following month, then the incentive for Bouquet 1 will be calculated as follows RIO Rate of Bouquet 1 (in Rs.) 107.80 Subscriber Base Incentive (as per Clause 4.1) 10% Bouquet Slab (LCN) Incentive (as per Clause 4.3) 33.00% Bouquet Penetration Incentive (as per Clause 4.2) 30.0% Prompt Payment Incentive (as per Clause 4.4) 1.8% Prompt Subscriber Report Incentive (as per Clause 4.5) 0.6% Cumulative Incentive 75.40% Net Rate of Bouquet 1 after availing Incentives (in Rs.) 26.52

However, if the IPTV OPERATOR fails to submits the monthly subscriber report in the prescribed format on or before the 7th day of the immediately following month, then the incentive for Bouquet 1 will be calculated as follows RIO Rate of Bouquet 1 (in Rs.) 107.80 Subscriber Base Incentive (as per Clause 4.1) 10% Bouquet Slab (LCN) Incentive (as per Clause 4.2) 33.00% Bouquet Penetration Incentive (as per Clause 4.3) 30.0% Prompt Payment Incentive (as per Clause 4.4) 1.8% Prompt Subscriber Report Incentive (as per Clause 4.5) 0% Cumulative Incentive 74.80% Net Rate of Bouquet 1 after availing Incentives (in Rs.) 27.16

5. Reports

5.1 In order to be eligible for the Incentives, the IPTV OPERATOR shall provide ZEEL along with the Subscriber Report referred to in this Agreement (i) Subscriber Base Report as set out in ANNEXURE – XI of this Agreement (“Subscriber Base Report”), (ii) LCN Report in the form set out in ANNEXURE XI to this Agreement (“LCN Report”), (iii) Channel Count Report in the form set out in ANNEXURE – XI (“Channel Count Report”), (iv) Penetration Report in the form set out in ANNEXURE – XI to this Agreement (“Penetration Report”).

6. Subscriber Records, Access and Audit : ZEEL shall during the Audit referred to in Clause 14 of this Agreement, be entitled to access the Records, SMS, CAS and related systems of the IPTV OPERATOR in order to determine the correctness of the Subscriber Base, LCN, Channel Count and Penetration Report referred to in clause 5.1 of this ANNEXURE V above.

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7. License Fee: The License Fee shall be calculated in the manner set out in ANNEXURE – VII of this Agreement. The aggregate incentives applicable to an IPTV OPERATOR shall be the sum of all the Incentives set out in Table A, B, D, E and F for which the IPTV OPERATOR has qualified (“Aggregate Incentive”) and the Bouquet rate specified in ANNEXURE - III shall be reduced to the extent of the Aggregate Incentive. 8. ZEEL is offering the following two (2) Incentive Schemes: (i) Incentive on Bouquet Rate of Standard Definition (SD) Channel as detailed in ANNEXURE – V; (iii) Incentive Scheme on High Definition (HD) Channels as detailed in ANNEXURE - VI All the above mentioned schemes are governed by the conditions detailed in the respective Annexures as mentioned above and are self-contained and mutually exclusive. It is clarified that save as provided in the respective Incentive Schemes, the provisions of one Incentive Scheme cannot be combined with another Incentive Scheme. 9. ZEEL reserves the right to amend, modify, alter, change, substitute, withdraw, add any of the terms and conditions of any the Incentive Schemes at its sole discretion. In addition, ZEEL at sole discretion in the event, during the Term, (i) ZEEL launches a New Channel, or (ii) in case of a Removed Channel, or (iii) in case of a Converted Channel. For the avoidance of doubt, it is clarified that a reference to a New Channel in this Annexure and/ or the Agreement includes any additional channels (whether by way of a new launch, acquisition of any existing channel or otherwise), distributed by ZEEL and/ or its current or future subsidiaries, and in such an event ZEEL shall have the right to withdraw and/ or modify this Annexure and/ or the Incentives set out herein in its sole discretion.

******

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ANNEXURE VI INCENTIVE SCHEME ON HIGH DEFINITION (HD) PAY CHANNELS 1. ZEEL is offering the following Incentive Scheme on High Definition (HD) Pay Channels set out in this ANNEXURE - VI subject to IPTV OPERATOR (operating through digital addressable cable television system) fulfilling the eligibility conditions set out in Clause 3 of this ANNEXURE - VI:

2. Definitions: (a) Mode of Transmission means delivery through Digital Addressable Cable Television System

(b) “HD Package” – shall mean all such package of HD television channels offered by the IPTV OPERATOR (for IPTV OPERATOR including current and historical) to its subscribers, comprising of (i) a combination of HD FTA Channels and one or more HD Pay Channels of a single broadcaster or multiple broadcasters; and/or (ii) a combination of one or more HD Pay Channels of a single broadcaster or multiple broadcasters. It is however clarified that, it shall not include HD Add-on Packages, but shall include HD Package Tier 1, HD Package Tier 2 and HD Package Tier 3 respectively or any other HD Package Tier, launched by the IPTV OPERATOR during the Term. IPTV OPERATOR would be under obligation to inform ZEEL about any new launch of HD Package and/or any change /modification in the existing HD Package immediately upon but not later than 2 days such launch/modification. (c) “HD Package Tier 1” – shall mean the HD Package(s) offered by the IPTV OPERATOR which is/are the lowest priced amongst all the HD Packages(s) offered by the IPTV OPERATOR to its subscribers.

(d) “HD Package Tier 2” shall mean the HD Package(s) offered by the IPTV OPERATOR which is/are the second lowest priced amongst all the HD Package(s) offered by the IPTV OPERATOR to its subscribers and comprises of all the channels comprised in the HD Package – Tier 1 and some additional HD FTA Channels and HD Pay Channels. (e) “HD Add-on Package” – means a specific package of additional HD television channels which is offered as an addition to the existing HD Package(s)

(f) “HD FTA Channel(s)” shall mean HD free-to-air channel(s), in respect of a cable television network, being a HD channel for which no subscription fee is to be paid by the cable operator to the broadcaster for its retransmission on cable.

(g) “HD Pay Channel(s)” shall mean, in respect of a cable television network, HD channel(s) for which subscription fees is to be paid to the broadcaster by the cable operator and due authorization needs to be taken from the broadcaster for its re-transmission on cable.

(h) Channel Category: Zee Group HD Channels are categorized as per the grid below

Category I HD Channels Category II HD Channels Zee TV HD Zee Café HD &TV HD &flix HD Zee Cinema HD &Pictures HD

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(i) “HD Pay Subscriber Base” shall mean all Active HD Pay Subscribers of the IPTV OPERATOR (including that of its affiliates/JVs/subsidiaries which are part of the Agreement). However, the subscriber who have subscribed for ZEE Group HD Channels purely on A-la-Carte basis shall be excluded from HD Pay Subscriber Base. (j) Channel Penetration: Penetration for a HD Pay Channel means the proportion of the HD Pay Subscriber Base to whom the said HD Channel is made available out of the total HD Pay Subscriber Base of the IPTV OPERATOR, and is denoted in percentage (%) terms below: 3. Eligibility Conditions for Incentives Scheme on HD Channels: Pre-requisite of Incentive Scheme: - (a) It will be mandatory for the IPTV OPERATOR to opt for either “Incentive Scheme on A- la-Carte Rate of SD Channels” or “Incentive Scheme on Bouquet Rate of SD Channels” to be eligible for availing “Incentive Scheme on HD Channels”. For avoidance of doubt it is hereby clarified that in case the IPTV OPERATOR does not subscribe to either of the above mentioned two (2) incentive scheme(s) then it shall not be eligible for Incentive Scheme on HD Channels. (b) In order to be eligible for this Incentive Scheme it shall be mandatory for the IPTV OPERATOR to carry on its Platform the 4 HD channel(s) listed in the table below to its subscribers throughout the Territory during the Term and ensure that all the 4 HD channel(s) are placed in the HD Package(s) and/or High Definition Add-on Package(s) so as to achieve the minimum penetration specified against each channel:

Sr. No. Name of the Channel Minimum Channel Penetration 1 Zee TV HD 100% of Pay Subscriber Base 2 &TV HD 100% of Pay Subscriber Base 3 Zee Cinema HD 100% of Pay Subscriber Base 4 &Pictures HD 100% of Pay Subscriber Base For the avoidance of doubt it is clarified that non-fulfilment of this threshold condition the IPTV OPERATOR will not be entitled to avail any incentive whatsoever. (c) All HD Channels made available by the IPTV OPERATOR to its subscribers in the HD Package Tier 1, shall be carried by the IPTV OPERATOR in all other HD Package Tiers. Similarly, all Channels made available by the IPTV OPERATOR in the HD Package Tier 2, shall be made available by the IPTV OPERATOR in all other HD Package Tiers, except in the HD Package Tier 1. (d) IPTV OPERATOR shall ensure that all the Channels agreed to be offered by it to its Subscribers in other HD Packages (i.e. Tier 1 and Tier 2) shall always be carried in such HD Packages offered by it to its Subscribers during the Term in the same relative packaging position. (e) The IPTV OPERATOR shall ensure that while placing/packaging channels in the HD Entry Packages / HD Ad-ons, the Zee Group HD channel(s) shall not be disadvantaged or otherwise treated less favorably by the IPTV OPERATOR with respect to competing channels on a genre basis as illustrated in Table E of Clause 4.5 herein below. (f) The IPTV OPERATOR shall ensure that the HD Channels achieve the penetration as more particularly set out in Table in sub-clause (b) herein above. In the event the IPTV

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OPERATOR creates any intermediary packs between the HD Package(s) offered by it, during the Term, the IPTV OPERATOR shall ensure that the HD Channels that it has agreed to carry in the immediately higher HD Package, are moved to the intermediary package so created, to maintain the relative positioning and packaging of the HD Channels as detailed in Table in sub-clause (b) herein above. For example, in the event the IPTV OPERATOR launches any intermediary package between HD Package Tier 1 and HD Package Tier 2, it shall ensure that all the Channels in HD Package Tier 2, agreed to be made available by it are moved to the new intermediary pack launched. (g) The IPTV OPERATOR shall ensure that during the Term, the Channels will be made available and carried throughout the Territory to all its existing subscribers as on the date of execution of the Agreement, as well as to its new subscribers as per the terms set out in Clause (a) to (f) above and also IPTV OPERATOR shall carry all the Channels in its entirety and continuously without any stoppage/break 24X7X365(6) basis, in the order and at the time transmitted by the respective Broadcasters of the Channels without any editing, delays (other than technology based delays), alterations, interruptions, picture squeezing or re- sizing, insertion of graphic or animated overlays, pull-throughs or crawls, deletions or additions unless otherwise agreed in advance in writing between IPTV OPERATOR and ZEEL. (h) IPTV OPERATOR shall deliver a written undertaking to ZEEL, in the format set out in ANNEXURE IV, electing to comply with the Incentive Scheme. 4. Incentive Parameters for Incentive Scheme on High Definition (HD) Channels: The following parameters for the Incentive scheme on HD Channel shall be applicable to the IPTV OPERATOR fulfilling all the Pre-requisite(s) of Incentive Scheme as detailed in Clause 3 herein above.

4.1 HD Subscriber Base Incentive: HD Subscriber Base Incentive shall mean the incentive which is based on the slab of the HD Subscriber Base of the IPTV OPERATOR for HD Pay Channels distributed on the Platform of the IPTV OPERATOR in the Territory, as set out in Table A below (“HD Subscriber Base Incentive”).

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TABLE – A HD Subscriber Base Incentive Sl. No. HD Subscriber Base of IPTV Incentive in OPERATOR Percentage (%) 1 2 Million and above 9.0% 2 1 Million and above but less than 7.5% 2 Million 3 0.5 Million and above but less 6.0% than 1 Million 4 Less than 0.5 Million 4.5%

a.) HD Subscriber Base of the IPTV OPERATOR for the purpose of calculation of HD Subscriber Base Incentive shall mean all HD Active Pay Subscribers reported by the IPTV OPERATOR in the subscriber report submitted by the IPTV OPERATOR (including that of its affiliates/JVs/subsidiaries which are part of the Agreement) for the concerned month as set out in Clause 16 of the Agreement read along with ANNEXURE – XI.

Illustration:

Calculation of HD Subscriber Base Incentive for the IPTV OPERATOR:

If the IPTV OPERATOR has a HD subscriber base of more than 2 million, it will fall under the HD Subscriber Base Incentive category of 2 million and above. If such an IPTV OPERATOR opts for 6 Zee Group HD Channels and places Zee TV HD in LCN Slab 1, then the incentives for the IPTV OPERATOR will work as follows: RIO Rate of Zee TV HD (in Rs.) 30.00 HD Subscriber Base Incentive (as per Clause 4.1) 9% HD Channel Count Incentive (as per Clause 4.2) 20% HD LCN Incentive (as per Clause 4.5) 30% HD Channel(s) Penetration Incentive (as per Clause 4.3) 19% Prompt Payment Incentive (as per Clause 4.6) 1.8% Prompt Subscriber Report Incentive (as per Clause 4.7) 0.6% Cumulative Incentive 80.4% Net Rate of Zee TV HD after availing Incentives (in Rs.) 5.88 However, if the IPTV OPERATOR has 1.5 million subs, it will fall under the Sub Base Incentive category of 1 Million and above but less than 2 Million, its incentives will change as follows: RIO Rate of Zee TV HD (in Rs.) 30.00 HD Subscriber Base Incentive (as per Clause 4.1) 7.5% HD Channel Count Incentive (as per Clause 4.2) 20% HD LCN Incentive (as per Clause 4.5) 30% HD Channel(s) Penetration Incentive (as per Clause 4.3) 19% Prompt Payment Incentive (as per Clause 4.6) 1.8% Prompt Subscriber Report Incentive (as per Clause 4.7) 0.6% Cumulative Incentive 78.9% Net Rate of Zee TV HD after availing Incentives (in Rs.) 6.33

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4.2 HD Channel Count Incentive: HD Channel Count Incentive shall mean the incentive based on the number of Zee Group HD Channels falling under different Tiers of HD Channels subscribed for by the IPTV OPERATOR with a respective minimum Channel Penetration commitment (as stipulated in Clause 2(j) herein above) of the total HD Active Pay Subscriber Base of the IPTV OPERATOR as set out in Table B below (“HD Channel Count Incentive”)

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TABLE – B HD Channel Count Incentive

Number of HD Percentage Incentive for Category Percentage Incentive for Category channels I HD Channels II HD Channels 6 20% 18% 5 17% 13% 4 14% NA NA – Not Applicable a.) Only those HD channels having minimum required Channel Penetration (as per the grid stipulated in Clause 2(j) herein above) shall be considered in the total count of HD Channels for availing HD Channel Count Incentive. For Example, if an IPTV OPERATOR opts to carry 6 HD Channels but gives a minimum required HD Channel Penetration or higher only for 4 HD channels out of the total 6 HD Channels, then HD Channel Count Incentive slab of 4 shall be applicable.

b.) In the event the IPTV OPERATOR, for any reason whatsoever, fails to maintain the HD Channel Count opted, during any of the month of the Term, then HD Channel Count Incentive shall be applicable as per the revised HD Channel Count Incentive Slab applicable in accordance with the above mentioned grid in Table - B for that concerned month.

c.) In the event the IPTV OPERATOR fails to carry any of the HD channels as stipulated in Clause 3(b) herein above, then the entire Incentive Scheme HD Pay Channel shall stand withdrawn and the IPTV OPERATOR shall be liable to pay the A-la-Carte rate for the availed HD channel(s).

Illustration

Calculation of Channel Count Incentive for the IPTV OPERATOR: If an IPTV OPERATOR opts for 6 Zee Group HD Channels, it will fall under the Channel Count Incentive category of 6. If such an IPTV OPERATOR has a subscriber base of more than 2 million and places Zee TV HD in LCN Slab 1, then the incentives will work out as follows: RIO Rate of Zee TV HD (in Rs) 30.00 HD Subscriber Base Incentive (as per Clause 4.1) 9% HD Channel Count Incentive (as per Clause 4.2) 20% HD LCN Incentive (as per Clause 4.5) 30% HD Channel(s) Penetration Incentive (as per Clause 4.3) 19% Prompt Payment Incentive (as per Clause 4.6) 1.8% Prompt Subscriber Report Incentive (as per Clause 4.7) 0.6% Cumulative Incentive 80.4% Net Rate of Zee TV HD after availing Incentives (in Rs.) 5.88

However, if the IPTV OPERATOR takes only 5 Channels, it will fall under the category of 5 Channel in the Channel Count Incentive RIO Rate of Zee TV HD (in Rs) 30.00 HD Subscriber Base Incentive (as per Clause 4.1) 9% HD Channel Count Incentive (as per Clause 4.2) 17% HD LCN Incentive (as per Clause 4.5) 30%

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HD Channel(s) Penetration Incentive (as per Clause 4.3) 19% Prompt Payment Incentive (as per Clause 4.6) 1.8% Prompt Subscriber Report Incentive (as per Clause 4.7) 0.6% Cumulative Incentive 77.4% Net Rate of Zee TV HD after availing Incentives (in Rs.) 6.78

4.3 HD Channel(s) Penetration Incentive: HD Channel(s) Penetration Incentive shall mean the incentive based on minimum penetration of various Categories of Zee Group HD Channels (Category I HD Channels, II HD Channels as set out in Clause 2(h) herein above) by the IPTV OPERATOR on its Platform. The incentives are set out in the Table D below.

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TABLE – C HD Channel(s) Penetration Incentive

Sl. Incentive for Minimum Penetration Commitment Incentive for Category No. Category I HD by IPTV OPERATOR** II HD Channels Channels 1 100.0% 19% NA 2 15.0% NA 24%

NA – Not Applicable

a.) If during the month penetration of a particular HD channel (which is not a part of the 4 mandatory HD Channels as stated in Clause 3(b) above) falls below the minimum required HD Channel Penetration, then the HD Channel(s) Penetration Incentive for such channel will be withdrawn for the said month.

b.) For avoidance of doubt it is clarified that in the event the IPTV OPERATOR offers any of HD channel(s) (which is a part of the 4 mandatory HD Channels as stated in Clause 3(b) above) to its Subscribers with a penetration level dropping below minimum required HD Channel Penetration, then in such an eventuality the IPTV OPERATOR shall not be entitled to avail any of the incentive(s) under Incentive Scheme on HD Channels and shall be liable to pay for the channels availed by it on A-la-Carte rates. Illustration Calculation of Penetration Incentive for the IPTV OPERATOR:

If an IPTV OPERATOR commits a penetration of 15% for a Channel, say Zee Café HD, it will be eligible for the Penetration Incentive of 24%. If such an IPTV OPERATOR has a sub base of more than 2 million and opts for 6 Zee Group HD Channels, then the incentives will work as follows: RIO Rate of Zee Café HD (in Rs.) 30.00 HD Subscriber Base Incentive (as per Clause 4.1) 9% HD Channel Count Incentive (as per Clause 4.2) 18% HD LCN Incentive (as per Clause 4.5) 30% HD Channel(s) Penetration Incentive (as per Clause 4.3) 24% Prompt Payment Incentive (as per Clause 4.6) 1.8% Prompt Subscriber Report Incentive (as per Clause 4.7) 0.6% Cumulative Incentive 83.4% Net Rate of Zee Café HD after availing Incentives (in Rs.) 4.98

However, if the IPTV OPERATOR fails to achieve 15% penetration for Zee Café HD, it will be ineligible for Penetration Incentive RIO Rate of Zee Café HD (in Rs.) 30.00 HD Subscriber Base Incentive (as per Clause 4.1) 9% HD Channel Count Incentive (as per Clause 4.2) 18% HD LCN Incentive (as per Clause 4.5) 30% HD Channel(s) Penetration Incentive (as per Clause 4.3) 0% Prompt Payment Incentive (as per Clause 4.6) 1.8% Prompt Subscriber Report Incentive (as per Clause 4.7) 0.6% Cumulative Incentive 59.4% Net Rate of Zee Café HD after availing Incentives (in Rs.) 12.18

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4.4 Additional HD Penetration Incentive: Additional HD Penetration Incentive shall mean the incentive over and above the Penetration Incentive mentioned in Clause 4.3 herein above for achieving a higher penetration than the minimum required HD Channel Penetration. The Additional HD Penetration Incentive is applicable only for the incremental HD Pay Subscriber Base over and above the minimum required HD Channel Penetration.

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TABLE – D Additional HD Penetration Incentive

Penetration achieved by IPTV OPERATOR Incentive for Category II HD Channel More than minimum required Channel Penetration 95%

a) The above mentioned Additional HD Penetration Incentive shall be applicable only for the incremental HD Pay Subscriber Base over and above the minimum required HD Channel Penetration. b) The Additional HD Penetration Incentive will be applicable on the net rate of the HD channel arrived at after availing all the applicable incentives. For example, if the Rate of a Category II HD Channel is Rs 10/-, the applicable Incentives as set out under the ‘Incentive Scheme on HD Channel’ is 60% and the Additional HD Penetration Incentive set out above is 95%, then the Rate for the purpose of calculation of License Fee shall be as determined below: i. The Net Rate after applying all applicable Incentive will be Rs. 4/- (i.e. Rs. 10/- minus Rs. 6/-) for 15% of the HD Pay Subscriber Base; and ii. The Additional Incentivized Rate will be Rs. 0.2/- (after applying 95% incentive on Rs. 4/-) for the additional/incremental HD Pay Subscriber Base over 15%.

4.5 HD LCN Incentive: HD LCN Incentive shall mean the incentive based on the logical channel number (“LCN”) slabs within specified genre (as listed in Table E below), in which any of the Zee Group Channels are placed by the IPTV OPERATOR on the Platform, within the specified genre and language of all high definition channels as contained in electronic program guide system as set out in Table F of this Schedule (“LCN Incentive”).

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TABLE – E Genre and Logical Channel Number (LCN) for Zee Group HD Channels

Sr. Channel Genre Competing Channels of Other Broadcasters Slab 1 Slab 2 Slab 3 No. Name General Star Plus HD, Colors HD, Sony HD, Life OK HD, 1 Zee TV HD 1 to 2 3 to 4 NA Entertainment (Hindi) and similar channels General Star Plus HD, Colors HD, Sony HD, Life OK HD and 2 &TV HD 1 to 5 6 to 7 NA Entertainment (Hindi) similar channels Zee Cinema 3 Movies (Hindi) Star Gold HD, MAX HD and similar channels 1 to 2 3 to 4 NA HD &Pictures 4 Movies (Hindi) Star Gold HD, MAX HD and similar channels 1 to 3 4 to 5 NA HD General Star World HD, Star World Premier HD, Comedy 5 Zee Café HD Entertainment Central HD, AXN HD, Colors Infinity HD and 1 to 2 3 to 4 5 to 6 (English) similar channels Star Movies HD, PIX HD, Movies Now HD, MN+ 6 &flix HD Movies (English) 1 to 2 3 to 4 5 to 6 HD, Romedy Now HD and similar channels NA – Not Applicable

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Table – F

HD LCN Incentive

Incentives for HD Sl. No. LCN Placement Channels 1 HD Slab 1 30% 2 HD Slab 2 28% 3 HD Slab 3 24%

a.) In the event that the IPTV OPERATOR, for any reason whatsoever, fails to place any of the HD Channel(s) as per the defined HD Slabs in Table F above, during any day of the month and IPTV OPERATOR is not able to restore the channels in the defined HD Slabs within 3 days from the date of receipt of intimation from the ZEEL (“Cure Period”), then the HD LCN Incentive for such HD channels will be withdrawn for that particular month.

b.) However, in event IPTV OPERATOR who had placed a certain HD Channel in committed HD Slab, for any reason whatsoever, fails to place the said HD Channel in the committed HD Slab but places the HD Channel in lower HD Slab, even for one day in any month during the Term, then for that entire concerned month the IPTV OPERATOR shall be eligible for Incentive for that said HD Channel as per lower HD Slab. For e.g. if a IPTV OPERATOR has committed to place Zee Café HD in HD Slab – 1 but places the said channel in HD Slab – 2 for one day, the incentive for that said month for the IPTV OPERATOR shall be 28% instead of 30% for Zee Café HD.

Illustration : Calculation of LCN Incentive for the IPTV OPERATOR:

If an IPTV OPERATOR places a Channel, say &flix HD, in the first two LCN sequential position in the Movies (English) genre, the LCN Incentive of 'Slab 1' will be applicable for said channel. If such an IPTV OPERATOR has a sub base of more than 2 million and opts for 6 Zee Group HD Channels, then the incentives will work out as follows: RIO Rate of &flix HD (in Rs.) 30.00 HD Subscriber Base Incentive (as per Clause 4.1) 9% HD Channel Count Incentive (as per Clause 4.2) 18% HD LCN Incentive (as per Clause 4.5) 30% HD Channel(s) Penetration Incentive (as per Clause 4.3) 24% Prompt Payment Incentive (as per Clause 4.6) 1.8% Prompt Subscriber Report Incentive (as per Clause 4.7) 0.6% Cumulative Incentive 83.4% Net Rate of &flix HD after availing Incentives (in Rs.) 4.98

However, if the IPTV OPERATOR places &flix HD in the LCN sequential position 3, it will fall under the HD LCN Incentive category of 'LCN Slab 2' RIO Rate of &flix HD (in Rs.) 30.00 HD Subscriber Base Incentive (as per Clause 4.1) 9% HD Channel Count Incentive (as per Clause 4.2) 18% HD LCN Incentive (as per Clause 4.5) 28%

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HD Channel(s) Penetration Incentive (as per Clause 4.3) 24% Prompt Payment Incentive (as per Clause 4.6) 1.8% Prompt Subscriber Report Incentive (as per Clause 4.7) 0.6% Cumulative Incentive 81.4% Net Rate of &flix HD after availing Incentives (in Rs.) 5.58

4.6 Prompt Payment Incentive: Prompt Payment Incentive shall mean an incentive available to IPTV OPERATOR on the basis of prompt payment of Monthly License Fee by the IPTV OPERATOR on or before the Due Date (i.e. paid on or before 30th Day of the immediately succeeding month).

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Table – G Prompt Payment Incentive Payment of Monthly License Fee by IPTV Prompt Payment Incentive OPERATOR Paid on or before Due Date 1.8%

Illustration Calculation of Prompt Payment Incentive for the IPTV OPERATOR:

If the IPTV OPERATOR makes the payment of Monthly Licence Fee on or before the Due Date, then the incentive for Zee Café HD will be calculated as follows RIO Rate of Zee Café HD (in Rs.) 30.00 HD Subscriber Base Incentive (as per Clause 4.1) 9% HD Channel Count Incentive (as per Clause 4.2) 18% HD LCN Incentive (as per Clause 4.5) 30% HD Channel(s) Penetration Incentive (as per Clause 4.3) 24% Prompt Payment Incentive (as per Clause 4.6) 1.8% Prompt Subscriber Report Incentive (as per Clause 4.7) 0.6% Cumulative Incentive 83.4% Net Rate of Zee Café HD after availing Incentives (in Rs.) 4.98

However, if the IPTV OPERATOR defaults on the payment of Monthly Licence Fee, then in the incentive for Zee Café HD will be calculated as follows RIO Rate of Zee Café HD (in Rs.) 30.00 HD Subscriber Base Incentive (as per Clause 4.1) 9% HD Channel Count Incentive (as per Clause 4.2) 18% HD LCN Incentive (as per Clause 4.5) 30% HD Channel(s) Penetration Incentive (as per Clause 4.3) 24% Prompt Payment Incentive (as per Clause 4.6) 0% Prompt Subscriber Report Incentive (as per Clause 4.7) 0.6% Cumulative Incentive 81.6% Net Rate of Zee Café HD after availing Incentives (in Rs.) 5.52

4.7 Prompt Subscriber Report Submission Incentive: Prompt Subscriber Report Submission Incentive shall mean an incentive available to IPTV OPERATOR for prompt submission of monthly subscriber reports for HD Channel(s). IPTV OPERATOR shall be entitled to avail the Prompt Subscriber Report Submission Incentive in event it submits the monthly subscriber report in the prescribed format as set out in Annexure XI within 7 days of the immediately succeeding month. For e.g. IPTV OPERATOR shall be entitled to avail to Prompt Subscriber Report Submission Incentive for the month of October 2018 if it submits the monthly subscriber report on or before 7th November 2018.

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Table – H Prompt Subscriber Report Submission Incentive Subscriber Report Submitted by IPTV Prompt Subscriber Report Submission OPERATOR Incentive On or Before the 7th day of the immediately 0.6% succeeding month

Illustration Calculation of Prompt Subscription Report Submission Incentive for the IPTV OPERATOR: If the IPTV OPERATOR submits the monthly subscriber report in the prescribed format on or before the 7th day of the immediately following month, then the incentive for Zee Café HD will be calculated as follows RIO Rate of Zee Café HD (in Rs) 30.00 HD Subscriber Base Incentive (as per Clause 4.1) 9% HD Channel Count Incentive (as per Clause 4.2) 18% HD LCN Incentive (as per Clause 4.5) 30% HD Channel(s) Penetration Incentive (as per Clause 4.3) 24% Prompt Payment Incentive (as per Clause 4.6) 1.8% Prompt Subscriber Report Incentive (as per Clause 4.7) 0.6% Cumulative Incentive 83.4% Net Rate of Zee Café HD after availing Incentives (in Rs.) 4.98

However, if the IPTV OPERATOR fails to submits the monthly subscriber report in the prescribed format on or before the 7th day of the immediately following month, then the incentive for Zee Café HD will be calculated as follows RIO Rate of Zee Café HD (in Rs) 30.00 HD Subscriber Base Incentive (as per Clause 4.1) 9% HD Channel Count Incentive (as per Clause 4.2) 18% HD LCN Incentive (as per Clause 4.5) 30% HD Channel(s) Penetration Incentive (as per Clause 4.3) 24% Prompt Payment Incentive (as per Clause 4.6) 1.8% Prompt Subscriber Report Incentive (as per Clause 4.7) 0% Cumulative Incentive 82.8% Effective Rate for &flix (in Rs.) 5.16

5. Reports 5.1 In order to be eligible for the Incentives, the IPTV OPERATOR shall provide ZEEL along with the Subscriber Report referred to in this Agreement (i) Subscriber Base Report as set out in ANNEXURE – XI of this Agreement (“Subscriber Base Report”), (ii) LCN Report in the form set out in ANNEXURE XI to this Agreement (“LCN Report”), (iii) Channel Count Report in the form set out in ANNEXURE – XI (“Channel Count Report”), (iv) Penetration Report in the form set out in ANNEXURE – XI to this Agreement (“Penetration Report”).

6. Subscriber Records, Access and Audit: ZEEL shall during the Audit referred to in Clause 14 of this Agreement, be entitled to access the Records, SMS, CAS and related systems of the IPTV OPERATOR in order to determine the correctness of the Subscriber Base, LCN, Channel Count and Penetration Report referred to in clause 5.1 of this ANNEXURE - XI above.

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7. License Fee: (i) The License Fee shall be calculated in the manner set out in ANNEXURE – VII of this Agreement. The aggregate incentives applicable to an IPTV OPERATOR shall be the sum of all the Incentives set out in Table A, B, C, D, F, G, and H for which the IPTV OPERATOR has qualified (“Aggregate Incentive”) and the A-la-Carte rate specified in ANNEXURE - II shall be reduced to the extent of the Aggregate Incentive. (ii) For IPTV operator opting for HD Scheme, further incentive would be provided for calculation of License Fee under Incentive Scheme on Bouquet of SD Channel(s). Subject to the compliance of all the applicable conditions of the opted Incentive Scheme(s) for SD and HD Channel(s) including but not limited to the penetration stipulations, a discount will be provided to the IPTV operator for the HD Channels as follows: (a) for four HD Channels – discount of Rs. 4/- (b) for five HD Channels – discount of Rs. 5/- (c) for six HD Channels – discount of Rs. 6/- The above discount will be applicable on the Net Rate after availing all the Incentives under the ‘Incentive Scheme on Bouquet Rates for SD Channels’. For avoidance of doubt it is hereby clarified that the aforementioned discount will only be calculated for the number of subscribers availing both set of SD and HD Channels. 8. ZEEL is offering the following two (2) Incentive Schemes: (i) Incentive on Bouquet Rate of Standard Definition (SD) Channel as detailed in ANNEXURE – V; and (ii) Incentive Scheme on High Definition (HD) Channels as detailed in ANNEXURE - VI All the above mentioned schemes are governed by the conditions detailed in the respective Annexures as mentioned above and are self-contained and mutually exclusive. It is clarified that save as provided in the respective Incentive Schemes, the provisions of one Incentive Scheme cannot be combined with another Incentive Scheme. 9. ZEEL reserves the right to amend, modify, alter, change, substitute, withdraw, add any of the terms and conditions of any the Incentive Schemes at its sole discretion. In addition, ZEEL at sole discretion in the event, during the Term, (i) ZEEL launches a New Channel, or (ii) in case of a Removed Channel, or (iii) in case of a Converted Channel. For the avoidance of doubt, it is clarified that a reference to a New Channel in this Annexure and/ or the Agreement includes any additional channels (whether by way of a new launch, acquisition of any existing channel or otherwise), distributed by ZEEL and/ or its current or future subsidiaries, and in such an event ZEEL shall have the right to withdraw and/ or modify this Annexure and/ or the Incentives set out herein in its sole discretion.

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ANNEXURE – VII

I. Calculation License Fee: (i) For each month or part thereof during the Term of the agreement, the IPTV OPERATOR shall pay to ZEEL the Monthly Licence Fee which shall be the A-la-Carte Rate of Zee Group Channel(s) multiplied by the Monthly Average Subscriber Level.

(ii) The A-la-Carte Rate per Subscriber of Zee Group Channels is set out in ANNEXURE - II and Bouquet Rate is set out in ANNEXURE III to this RIO. The rates mentioned in the ANNEXURE - II & ANNEXURE - III to this RIO, as referred to above, are exclusive of all taxes and levies. (iii) The “Monthly Average Subscriber Level” is equal to the sum of the number of subscribers on the first and last day of the month in question divided by two. (iv) For the purpose of calculation of the Monthly License Fee payable “Subscriber” means, for any calendar month, each Set Top Box, which is availing the Zee Group Channel(s) through the IPTV OPERATOR. (v) The Opening number of subscribers of a particular Month shall be equal to the Closing number of subscribers of the previous Month of the said particular Month.

1. Calculation of Monthly License Fee where IPTV OPERATOR does not avail any Incentive Scheme:

(a) In case IPTV OPERATOR avails one or more or all Zee Group SD Channels on A-la- Carte rate basis:

(i) If the IPTV OPERATOR is providing the channels on A-la-Carte basis to its subscribers, the Monthly License Fee for such A-la-Carte channels shall be equal to the A-la-Carte rate as set out in the ANNEXURE - II multiplied by the number of Monthly Average Subscriber Level availing the channels on A-la-Carte basis.

(ii) If the IPTV OPERATOR does not offer such opted A-la-Carte channel(s) as A-la-Carte to its subscriber but offers the A-la-Carte channel (s) in packages, then the payment for each of the A-la-Carte channels, shall be calculated on the basis of subscriber base of the package in which such opted ala carte channel has been placed multiplied by A-la-Carte Rate of the Channel.

(b) In case IPTV OPERATOR avails one or more Bouquet(s) of Zee Group SD Channel(s):

(i) If the IPTV operator is providing the Bouquet(s) as a whole to its subscribers, the Monthly License Fee for such Bouquet(s) shall be equal to the Bouquet rate as set out in the ANNEXURE - III multiplied by the number of Monthly Average Subscriber Level availing the Bouquet(s). (ii) If the IPTV operator does not offer such opted bouquet(s) as a whole to its subscriber but offers only certain channels comprised in such bouquet or packages the channels comprised in such opted bouquet in a manner resulting in different subscriber base for different channels comprised in such opted bouquet, then the payment for such entire opted bouquet by the IPTV OPERATOR, shall be calculated on the basis of subscriber base for the channel which has highest subscriber base amongst the channels comprised in the bouquet.

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(c) In case a IPTV OPERATOR avails one or more Zee Group SD Channels on A-la-Carte Rate basis and also opts for different Bouquet(s) of Zee Group SD Channel(s) not comprising of the SD Channels opted on A-la-Carte basis:

(i) For bouquet(s), the monthly license fee shall be calculated on the basis of sub clause 2 above.

(ii) For ala carte channels, the monthly license fee shall be calculated on the basis of sub clause 3 above.

(d) In case IPTV OPERATOR avails one or more or all Zee Group HD Channels on A-la- Carte rate basis:

(i) If the IPTV OPERATOR is providing the HD channels on A-la-Carte basis to its subscribers, the Monthly License Fee for such HD A-la-Carte channels shall be equal to the HD A-la-Carte rate as set out in the ANNEXURE – II (PART II) multiplied by the number of Monthly Average Subscriber Level availing the HD channels on A-la-Carte basis.

(ii) If the IPTV OPERATOR does not offer such opted HD A-la-Carte channel(s) as A-la-Carte to its subscriber but offers the HD A-la-Carte channel (s) in packages, then the payment for each of the HD A-la-Carte channels, shall be calculated on the basis of subscriber base of the package in which such opted HD A-la-Carte channel has been placed multiplied by A- la-Carte Rate of the HD Channel as set out in ANNEXURE – II (PART II)

2. Calculation of Monthly License Fee where IPTV OPERATOR avails any of the Incentive Scheme:

(a) In event IPTV OPERATOR avails and fulfils all the laid down conditions of Incentive Scheme on Bouquet Rate of Standard Definition (SD) Channel as per ANNEXURE – V: IPTV OPERATOR shall be liable to pay the License Fee as calculated herein below: (i) If the IPTV operator is providing the Bouquet(s) as a whole to its subscribers, the Monthly License Fee for such Bouquet(s) shall be equal to the Incentivised Bouquet rate as set out in the ANNEXURE - V multiplied by the number of Monthly Average Subscriber Level availing the Bouquet(s). (ii) If the IPTV operator does not offer such opted bouquet(s) as a whole to its subscriber but offers only certain channels comprised in such bouquet or packages the channels comprised in such opted bouquet in a manner resulting in different subscriber base for different channels comprised in such opted bouquet, then the payment for such entire opted bouquet by the IPTV OPERATOR, shall be calculated on the basis of subscriber base for the channel which has highest subscriber base amongst the channels comprised in the bouquet multiplied by Incentivised Bouquet Rate as set out in the ANNEXURE – V.

Incentivised Bouquet Rate = (Rate of the Bouquet(s) availed) X (100% – Cumulative Incentive Percentage for that particular Bouquet based on the incentive parameters qualified by IPTV OPERATOR as set out in ANNEXURE – V)

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(b) In event IPTV OPERATOR avails and fulfils all the laid down conditions of Incentive Scheme on HD Channels as per ANNEXURE – VI: (i) If the IPTV OPERATOR is providing the HD channels on A-la-Carte basis to its subscribers, the Monthly License Fee for such HD channels shall be equal to the Incentivised A-la-Carte for HD Channel rate as set out in the ANNEXURE - VI multiplied by the number of Monthly Average Subscriber Level availing the HD channel(s) on A-la-Carte basis.

(ii) If the IPTV OPERATOR does not offer such opted HD channel(s) as A-la-Carte to its subscriber but offers the HD channel (s) in packages, then the payment for each of the HD channels, shall be calculated on the basis of subscriber base of the package in which such opted HD channel has been placed multiplied by the Incentivised A-la-Carte Rate of HD Channel as set out in ANNEXURE – VI. Incentivised Rate of a HD Channel = (A-la-Carte Rate of the HD Channel(s) availed) X (100% – Cumulative Incentive Percentage for that particular HD channel based on the incentive parameters qualified by IPTV OPERATOR as set out in ANNEXURE – VI)

3. In the event the IPTV OPERATOR avails any of the Channels on A-la-carte or Bouquet basis or avails at its sole discretion for any of the Incentive Scheme(s) of ZEEL, and activates the Channel(s) for any month or part thereof, the calculation of Subscriber base for such Channel(s) shall be based on the total number of subscribers subscribing to all such bouquets offered by the IPTV OPERATOR to the subscribers, that offer such Channel for the whole month irrespective of the fact whether the Channel is activated or deactivated. Further, the calculation will be on the calendar month basis and if the activation of such Channels, as part of bouquet or a-la-carte, spill over to the next calendar month, the total subscribers for such will be counted for both the months

4. Payment of the License Fee shall be subject to deduction of any withholding tax/ TDS in accordance with the provisions of the Indian Income Tax Act, 1961, as amended from time to time.

5. In the event the IPTV OPERATOR fails to pay the License Fees and/ or, upon expiry of, or termination of the Agreement, ZEEL shall be entitled to take back the possession of the Equipment from the IPTV OPERATOR, its sub operators and their respective Affiliates and deactivate the Viewing Card(s). Upon return of the Equipment in proper working condition by the IPTV OPERATOR, the IRD Deposit shall be refunded to the IPTV OPERATOR. In the event, the IPTV OPERATOR fails to return the Equipment to ZEEL, the IPTV OPERATOR shall be liable to pay a sum of Rs.1,000/- per day per IRD to ZEEL for the period during which the default continues. In case the IPTV OPERATOR returns the IRD, but the Viewing Card and remote (where applicable) are damaged or missing, then the IPTV OPERATOR shall be liable to pay to ZEEL such charges as may be determined by ZEEL. ZEEL shall be authorized to deduct the cost of damages from the IRD Deposit.

6. All payments from the IPTV OPERATOR to ZEEL under this Agreement shall be paid either by (i) Demand Draft in favour of Zee Entertainment Enterprises Limited– A/C ZEE CHANNELS payable at its head office or any other place that may be specified by ZEEL in

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writing from time to time; or (ii) electronic wire transfer into ZEEL’s Bank Account, accompanied by documentary evidence certified by the IPTV OPERATOR’s bank that the payment has been transferred to ZEEL’s Bank Account.

II. Payment Terms

The Monthly License Fee shall be paid every month by the IPTV OPERATOR by 30th day of the immediately succeeding month (Due Date) as per the invoice raised by ZEEL on the basis of subscriber report of the IPTV OPERATOR for the concerned Month without any deduction except deduction of withholding tax/ TDS as provided in this RIO. For e.g. Monthly License Fee for the month of October 2018 shall be paid on or before 30th November 2018.

Within seven days of end of each month, the IPTV OPERATOR shall provide daily opening and closing number of subscribers along with the other reports for that month in the format(s) set - out in ANNEXURE- XI attached herewith, based on which ZEEL shall raise an invoice on the IPTV OPERATOR.

In case the IPTV OPERATOR fails to send the report within the said period of seven days, ZEEL shall have the right to raise a provisional invoice (“Provisional Invoice”) for the Monthly License Fee based on the last Report or the last month’s invoice or on the basis of the Incentive Scheme if any opted by the IPTV OPERATOR - whichever is higher and the IPTV OPERATOR shall be under an obligation to pay the license fee on the basis of such provisional invoice in accordance with the terms of this clause. On receipt of the report from the IPTV OPERATOR, the parties would conduct reconciliation between the provisional invoice raised by ZEEL and the report(s) sent by the IPTV OPERATOR.

In case of default by the IPTV OPERATOR on account of non-submission of Reports for more than two (2) consecutive months, it shall be deemed to be a material breach and entitle ZEEL to initiate appropriate steps for termination of this Agreement for material breach of this Agreement. In such an event ZEEL shall have an option to levy an additional charge for said material breach whereby the IPTV OPERATOR shall be liable to pay to ZEEL an amount equivalent to previous three months’ invoice amount towards Monthly Fee as additional charge for every such default, in addition to the Provisional Invoice amount raised for Monthly Fee for non-submission of Report.

The IPTV OPERATOR shall be required to make payments by the Due Date in accordance with the terms hereof, and any failure to do so on the part of the IPTV OPERATOR shall constitute a material breach hereunder. Late payments shall also attract interest calculated from the date the payment was due until the date the payment is made in full at a pro rata monthly rate of 1.5%. “Default Interest Rate” The imposition and collection of interest on late payments does not constitute a waiver of the IPTV OPERATOR’s obligation to pay the License Fee by the Due Date, and ZEEL shall retain all of its other rights and remedies under the Agreement.

IPTV OPERATOR shall make payment of the License Fee as per the terms of this Agreement without making any deductions or adjustments on whatsoever account including but not limited to any other alleged due claimed by the IPTV OPERATOR from ZEEL, its affiliated companies (including any subsidiary and or associate entities of ZEEL), channel owners and/or Service Providers.

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All Licence Fee payments hereunder are exclusive of all applicable taxes including goods and services tax and other such taxes. All such applicable taxes shall be at IPTV OPERATOR’s cost and will be charged at the prevailing rates by ZEEL to the IPTV OPERATOR.

If payment of the Licence Fee is subject to deduction of any withholding tax/ TDS in accordance with the provisions of the Indian Income Tax Act 1961, as amended, the IPTV OPERATOR shall provide tax withholding certificates to ZEEL within such period as has been specified in the Income Tax Act/ Rules/ Notifications/ Circulars issued thereunder.

It is explicitly made clear that in the event of any dispute including but not limited to commercial terms, incentive parameters etc. arising out of the agreement, the IPTV OPERATOR shall continue to make the payment of license fee at the Rate specified in Clause 9 of the RIO till such time the dispute is resolved. Appropriate adjustment in this regard shall be made by the respective parties on final adjudication of the dispute.

*****

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ANNEXURE – VIII

(I) DETAILS OF CERTIFICATE / REGISTRATION ISSUED BY MINISTRY OF INFORMATION AND BROADCASTING TO OPERATE AS IPTV OPERATOR

Address (as on License) –

(II) A DETAILS OF INTEGRATED RECEIVER DECODERS (IRD’s).

Address of location of CAS & SMS –______

Address for locating equipment (IRDs)-______

Sr. VC No Channel STB Number Number 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25

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26 27 28 29 30 31 32 33 34 35 36 37

(II) B DETAILS OF INTEGRATED RECEIVER DECODERS (IRD’s).

Address of location of CAS & SMS –______

Address for locating equipment (IRDs)- ______

Sr. VC No Channel STB Number Number 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17

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18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37

(III) All sub-operators and cable operators of the IPTV OPERATOR as on the effective date of the Agreement through whom the Subscribers shall receive the Service during the term of the Agreement is as follows:

S. Affiliate (if Sub- Address and Area Subscriber base No applicable) Operator contact details

******

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ANNEXURE - IX

ZEEL’S SCOPE OF AUDIT

I. Head End Audit IPTV OPERATOR should provide Complete Accurate Schematic Diagram of their Head End, Earth Stations, Systems and Processes for Audit and Auditing Purpose.

• IPTV OPERATOR to submit & confirm the no. of MUX’s (Multiplexer Units) installed with active TS (Transport Stream) outputs. This should include physical audit of head end, earth station and analysis of TS stream from the Mux.

• All TS from MUX should be encrypted for the territory.

• IPTV OPERATOR to ensure that his Network Watermark logo is inserted on all Pay Channels at encoder end only.

II. CAS Audit: IPTV OPERATOR to provide all below information correctly: Make & version of CAS installed at Head End.

• CA system certificate to be provided by IPTV OPERATOR.

• CAS version installed should not have any history of hacking, certificate from CAS vendor required.

• CAS system should support at least 1 million subscribers. CAS vendor should provide certificate.

• CAS should be able to generate log of all activities i.e. activation/deactivation/FP/OSD.

• CAS should be able to generate active/deactivate report Channel wise or Bouquet / Subscriber Package wise.

• STB’s & cards to be uniquely paired from IPTV OPERATOR before distributing box down the line.

• IPTV OPERATOR to declare by undertaking the no of encryptions CAS/SMS he is using at the head end and in future if he is integrating any additional CAS/SMS same should be notified to ZEEL by means of a fresh undertaking.

• Reconciliation of CAS database (active cards, service wise and Bouquet / Subscriber Package wise) with SMS database to be provided by IPTV OPERATOR. CAS vendor required to certified reconciliation of data.

• No activation / deactivation from direct CAS system, it must be routed via SMS client only.

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• IPTV OPERATOR should provide CAS vendor certified copies of active/deactivate channel wise/product wise report &Bouquet/Subscriber Package/ product report during audit period.

• CA system should have the capability of providing history of all actions taken for last 2 years.

III. SMS Audit: All product authorization must be from SMS only.

• SMS and CAS should be fully integrated.

• The SMS should be computerized and capable to record the vital information and data concerning the subscribers such as:

▪ Unique Customer Id

▪ Subscription Contract number

▪ Name of the subscriber

▪ Billing Address

▪ Installation Address

▪ Landline telephone number

▪ Mobile telephone number

▪ Email id

▪ A – la carte Channels or Bouquet / Subscriber Packagesubscribed to

▪ Unique STB Number

▪ Unique VC Number

• The SMS should be able to undertake the viewing and printing historical data in terms of the activations, deactivations etc.

• Location of each and every set top box VC unit

• The SMS should be capable of giving the reporting at any desired time about:

▪ The total no subscribers authorized

▪ The total no of subscribers on the network

▪ The total no of subscribers subscribing to a particular service at any particular date.

▪ The details of channels opted by subscriber on A-la-carte basis.

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▪ The Bouquet / Subscriber Packagewise details of the channels in the Bouquet / Subscriber Package.

▪ The Bouquet / Subscriber Package wise subscriber numbers.

▪ The ageing of the subscriber on the particular channel or Bouquet / Subscriber Package

▪ The history of all the above mentioned data for the period of the last 2 years

1. Following parameter should be validated during the audit

i. Review Complete Network Diagram

ii. Undertaking from Operators for all SMS and CAS installed at Head end – issue of Multiple CAS / SMS

iii. Certificate from CAS provider for details of CA ID, Service ID, N/w ID, version and no. of instances installed. Also confirmation with respect to history of hacking

iv. Check the number of MUX’s installed with active TS outputs. Also whether all TS from MUX are encrypted.

v. Review whether Live diagram / fiber details of network are captured in SMS system

vi. To check if IPTV OPERATOR specific coding / ID is available for Finger Printing

vii. Confirm whether watermarking network logo for all pay channels are inserted at encoder end only

viii. Review the controls deployed to ensure integrity and reliability of the reports such as logs, access controls, time stamp etc.

ix. Review the Subscriber parameters which are captured in the SMS and validate if following parameters are present for subscriber

▪ Unique Subscriber ID

▪ Subscriber Contract Details – No, Term, Date, Name, Address & contact details

▪ Hardware details

x. Review the subscriber’s activation/ de-activation history in the SMS system

xi. Validate if the SMS is integrated with CAS.

xii. Review if all the active and de-active STBs are synchronized in both SMS and CAS.

xiii. Validate if independent logs/report can be generation for active and de-active VCs with the product/channels active in both SMS & CAS.

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xiv. Review if the system supports the Finger Printing and OSD features at Box level, Customer account level as well as Global level.

xv. Validate if all the STBs are individually addressable from the System and are paired with the viewing cards.

xvi. Review the Electronic Programming Guide to check LCN/CDN and genre of all Channels

xvii. Review the various packages programmed in the Systems with respect to the subscriber reports submitted to ZEEL/ Aggregators.

xviii. Extraction and Examination of System Generated reports, statistics, data bases, etc. pertaining to the various Bouquets, Subscriber Package, Channel availability, bouquet / Subscriber Package composition, rates,

xix. Review of the following reports are supported by SMS and CAS.

a. Total no of Subscribers – active & de-active separately

b. De-active subscribers with ageing

c. Channel wise Subscribers - total

d. Channel wise Subscribers – split by Bouquet / Subscriber Package

e. Revenue by Bouquet, Subscriber Package or A-la-carte Channel

f. Subscriber/Revenue Reports by State/City

g. No of Bouquets / Subscriber Package offered

h. List of Channels / rates of each Bouquet / Subscriber Package

i. Rate Card Options offered / Attached with active Subscribers

j. Historical data reports

k. Free / demo Subscribers details

l. Exception cases – active only in SMS or CAS

IV. STB Audit: All STB should be individually paired in advance with unique smart card at central warehouse of IPTV OPERATOR before handing down the line distribution.

• IPTV OPERATOR to provide details of manufacturers of STB’s being used / to be used by him (OS/Software, memory capacity, zapping time). All STBs must be secure chipset with chipset pairing mandatory.

• IPTV OPERATOR should provide one set of all type/model of boxes for testing and monitoring purpose.

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• All STBs used by IPTV OPERATOR’s should be certified by their CAS vendor.

• Forensic watermarking to be implemented on the IPTV OPERATOR headend & STBs.

• ECM/EMM base Forced messaging full screen and ticker mode should be available.

• All the STBs should have embedded Conditional Access.

• The STB should be capable of doing Finger printing. The STB should support both Entitlement Control Message (ECM) & Entitlement Management Message (EMM) based fingerprinting.

• The STB should be individually addressable from the Head end.

• The messaging character length should be minimum of 120 characters.

• There should be provision for the global messaging, group messaging and the individual STB messaging.

• The STB should have forced messaging capability.

• The STB must be BIS compliant.

• The STB must have secure chip set with mandatory pairing.

• There should be a system in place to secure content between decryption & decompression within the STB.

• The STBs should be addressable over the air to facilitate Over The Air (OTA) software upgrade.

• The STB outputs should have the following copy protections

i. Macro vision 7 or better on Composite video output.

ii. Macro vision 7 or better on the Component Video output.

iii. HDCP copy protection on the HDMI & DVI output.

iv. DTCP copy protection on the IP, USB, 1394 ports or any applicable output ports.

• Types of boxes launched / to be launched:

▪ Vanilla STB

▪ DVR STB

▪ Others (please specify)

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• Please furnish STB details as following:

▪ Open Standards or Proprietary?

▪ Audio Video and Data I/O Configuration?

▪ Local Storage?

▪ Smarts Card?

▪ PVR Functionality?

▪ Tamper Resistance?

▪ I/O Copy Protection? Please provide the details.

▪ I/O Interface to Other Devices?

• Are the STB’s interoperable?

• DVR / PVR STB should be compliance of following;

▪ Content should get recorded along with FP/watermarking/OSD & also should display live FP during play out.

▪ Recorded content should be encrypted & not play on any other devices.

▪ Content should get record along with entitlements and play out only if current entitlement of that channel is active.

▪ User should not have access to install third party application/software.

• Does the Set Top Box support any type of interactive middleware? Please describe.

V. Distribution Network Audit: IPTV OPERATOR should provide below information in detail:

• Fiber network and PIT information on Geo Map.

• Service area to be defined.

VI. Anti-Piracy Measure: Use of any device or software should not invalidate the fingerprinting.

• The OVERT Finger Printing should not be removable by pressing any key from the remote.

• The OVERT Finger printing should be on the top most layer of the video.

• The Finger printing should be such that it can identify the unique STB number or the unique Viewing Card (VC) number.

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• The Finger printing should appear on all the screens of the STB, such as Menu, EPG etc.

• The location of the Finger printing should be changeable from the Head end and should be random on the viewing device.

• The Finger printing should be possible on global as well as on the individual STB basis.

• The Overt finger printing and On screen display (OSD) messages of the respective Company should be displayed by the IPTV OPERATOR without any alteration with regard to the time, location, duration and frequency.

• Covert finger printing should be available.

• No common interface Customer Premises Equipment (CPE) to be used.

• The STB should have a provision that OSD is never disabled.

VII. Commercial Audit*1. Provide system generated Channel-wise and Bouquet / Subscriber Package-wise reports of channels for the platform in a non-editable format.

2. Understand/ Verify the Customer Life Cycle Management process by performing a walkthrough of the following processes and their underlying systems

• Customer acquisition

• Provisioning of the subscriber in authentication, billing and SMS system

• Bouquet / Subscriber Package change request process

• Customer Retention process, if any

• Deactivation and churn process

3. Understand/ verify the various Bouquets / Subscriber Package being offered to customers

• Obtain details of all approved Bouquets / Subscriber Package and add on which are being offered to customers

• Interactions with the Operator’s marketing and sales team on how the various channels are being marketed

• Any special marketing schemes or promotions

• Details of the consumers subscribing to the various Bouquets / Subscriber Package, including ‘demo’/ free/ complimentary/ testing/ promotional subscribers

4. Understand the declaration report generation process by performing a walkthrough of processes and underlying systems (to understand completeness and accuracy of subscriber report generation process):

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• Generation of reports for subscriber declaration for Channels or Bouquets / Subscriber Package

• Any reconciliations / checks /adjustments carried out before sending the declarations

5. Analyze declaration reports on a sample basis:

• Reconciling the declaration figures with base data from various systems (SMS / Provisioning / Billing and Authentication systems).

• Analyse the computation of average subscribers.

• Ascertain the average subscribers for a specific period on a sample basis by generating a sample report for a given period in the presence of the representative/auditors.

6. Analysis of the following:

• Input and change controls of customer data into SMS.

• SMS user access controls – authentication, authorization and logging.

• Analyze system logs to identify any significant changes or trail of changes made.

• Security controls over key databases and systems including not limiting to SMS, Provisioning, authentication and billing systems.

• Review the system logic for the reports which are inputs to Broadcaster declarations.

• Channel allocation/fixation to a particular LCN/CDN.

• Mapping of subscriber id across the CRM and SMS billing system if the same is different across the systems.

• Sample of activation and deactivation request logs.

• Opening and closing numbers of the active subscribers for sample months (report to be taken in front of the auditors/ rep).

• Confirmation of the numbers on the middle of the month on a random chosen dates (report to be taken in front of the auditors/ representatives of both parties).

• Live Demo of the queries being put in to the system to generate different reports.

• List of CAS and SMS used by Operator in area. Incase more than one CAS and SMS system is used by Operator for, then understand and analyze how the two markets are segregated, controlled, reported and invoiced.

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• Similarly, list of head-ends of the operator providing services and for such head- ends, understand and analyze how the two markets are segregated, controlled, reported and invoiced. In case of multiple CAS being used by IPTV OPERATOR, to understand synchronization between multiple CAS and SMS. ******

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ANNEXURE - X

SPECIFICATIONS FOR SET TOP BOXES (STBs), CONDITIONAL ACCESS SYSTEM (CAS) & SUBSCRIBER MANAGEMENT SYSTEM (SMS)

A. STB Requirements:

1. All the STBs should have embedded Conditional Access.

2. The STB should be capable of decrypting the Conditional Access inserted by the Headend.

3. The STB should be capable of doing Finger printing. The STB should support both Entitlement Control Message (ECM) & Entitlement Management Message (EMM) based fingerprinting.

4. The STB should be individually addressable from the Headend.

5. The STB should be able to take the messaging from the Headend.

6. The messaging character length should be minimal 120 characters.

7. There should be provision for the global messaging, group messaging and the individual STB messaging.

8. The STB should have forced messaging capability.

9. The STB must be BIS compliant.

10. There should be a system in place to secure content between decryption & decompression within the STB.

11. The STBs should be addressable over the air to facilitate Over The Air (OTA) software upgrade.

B. Fingerprinting Requirements:

1. The finger printing should not be removable by pressing any key on the remote.

2. The Finger printing should be on the top most layer of the video.

3. The Finger printing should be such that it can identify the unique STB number or the unique Viewing Card (VC) number.

4. The Finger printing should appear on all the screens of the STB, such as Menu, EPG etc.

5. The location of the Finger printing should be changeable from the Headend and should be random on the viewing device.

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6. The Finger printing should be able to give the numbers of characters as to identify the unique STB and/ or the VC.

7. The Finger printing should be possible on global as well as on the individual STB basis.

8. The Overt finger printing and On screen display (OSD) messages of the respective broadcasters should be displayed by the IPTV OPERATOR/ LCO without any alteration with regard to the time, location, duration and frequency.

9. No common interface Customer Premises Equipment (CPE) to be used.

10. The STB should have a provision that OSD is never disabled.

C. Conditional Access System (CAS) & Subscriber Management System (SMS) Requirements:

1. The current version of the conditional access system should not have any history of the hacking.

2. The fingerprinting should not get invalidated by use of any device or software.

3. The STB & VC should be paired from head-end to ensure security.

4. The SMS and CA should be integrated for activation and deactivation process from SMS to be simultaneously done through both the systems. Further, the CA system should be independently capable of generating log of all activations and deactivations.

5. The CA company should be known to have capability of upgrading the CA in case of a known incidence of the hacking.

6. The SMS & CAS should be capable of individually addressing subscribers, on a channel by channel and STB by STB basis.

7. The SMS should be computerized and capable to record the vital information and data concerning the subscribers such as:

a. Unique Customer Id b. Subscription Contract no c. Name of the subscriber d. Billing Address e. Installation Address f. Landline no g. Mobile No h. Email id i. Service/ Package subscribed to j. Unique STB No k. Unique VC No

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8. The SMS should be able to undertake the:

a. Viewing and printing historical data in terms of the activations, deactivations etc. b. Location of each and every set top box/ VC unit c. The SMS should be capable of giving the reporting at any desired time about:

i. The total no subscribers authorized ii. The total no of subscribers on the network iii. The total no of subscribers subscribing to a particular service at any particular date. iv. The details of channels opted by subscriber on a-la carte basis. v. The package wise details of the channels in the package. vi. The package wise subscriber numbers. vii. The ageing of the subscriber on the particular channel or package viii. The history of all the above mentioned data for the period of the last 2 years

9. The SMS and CAS should be able to handle at least one million concurrent subscribers on the system.

10. Both CA & SMS systems should be of reputed organization and should have been currently in use by other pay television services that have an aggregate of at least one million subscribers in the global pay TV market.

11. The CAS system provider should be able to provide monthly log of the activations on a particular channel or on the particular package.

12. The SMS should be able to generate itemized billing such as content cost, rental of the equipment, taxes etc.

13. The CA & SMS system suppliers should have the technical capability in India to be able to maintain the system on 24x7 basis throughout the year.

14. CAS & SMS should have provision to tag and blacklist VC numbers and STB numbers that have been involved in piracy in the past to ensure that the VC or the STB cannot be re-deployed.

D. HD Set-Top-Box Requirements:

1. The HD boxes shall be tamper resistant. 2. Security codes must be securely stored in the HD box. 3. There should not be any testing points or interfaces in the HD box provided to the Subscribers. 4. Security system in a HD box or otherwise must have the capability to detect clone devices. 5. HD box must enforce reasonable usages rules carried by the license. 6. The decryption and decoding processes must be integrated into a single process in the HD box. 7. The video path from decryption to video outputs must be secured. 8. PVR content is protected. Any set top box or HD box utilising built in PVRS’s shall employ an encryption system for the storage of material that binds the material to that particular set top box or HD box. 9. HD box shall have the ability to add finger printing in the video outputs (preferred in track clone/compromised devices).

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10. HD boxes shall have: a. CGMS/A capability for analogue outputs; b. HDCP capability for DVI and/or HDMI outputs; and c. DTCP capability for 1394, USB, Ethernet and/or other applicable outputs if provided. 11. Method of recording – External recording device i.e. pen drive/USB hard disk or internal hard disk. All recording to be in encrypted form & can play out only if channel has entitlements. 12. DVR/PVR should record content along with all FP/OSD/watermarking. 13. The STB should have embedded CA & not have CAM slot. ******

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ANNEXURE – XI

REPORT FORMAT

A. Report Format in event IPTV OPERATOR does not avail any of the Incentive Scheme

(For each City/ Area to be submitted separately)

Format for Monthly Report of Daily Count of Opening and Closing count of Subscribers for the month of _____ 2018/19.

S. No. Particulars Daily

Package/Bouquet wise

Name of channels in each (A) Name of Package//Bouquet Opening Subs Closing Subs of such Package/ Bouquet 1 2 3 4 Total of (A)

Name of Zee Group Channels offered on A-la (B) Opening Subs Closing Subs carte basis

1 2 3 Total of (B)

B. Reports to be submitted by IPTV OPERATOR in event it avails the Incentive Scheme on Bouquet Rate of SD Channels:

Part A: LCN & Parity Report

Name of Package Name of Sr. No. Genre Language Channel LCN Number LCN Rank Parity Slab / Channel Bouquet

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Part B: Channel Penetration Report

(i) Channel wise SMS report

Name of Name of Package / Channel Sr. Opening Closing Average Bouquet in the State No. Subscribers Subscribers Subscribers Bouquet / Package

(ii) Channel wise SMS report (Basic Entry Package)

Name of Name of Basic Entry Sr. Package / Channel in Package / Opening Closing Average No. Bouquet the Bouquet / Add-on Subscribers Subscribers Subscribers Package Packages

Part C: Size of Operator Report (i) Unique STB Count Report Head end Sr. Opening Closing Average location with State No. Subscribers Subscribers subscribers address

(ii) IPTV OPERATOR Active Pay Subscriber Base Report Sr. No. State Opening Subscribers Closing Subscribers Average subscribers

C. Reports to be submitted by IPTV OPERATOR in event it avails the Incentive Scheme on A- la-Carte Rate of HD Channel:

Part A: LCN & Parity Report

Name of Sr. No. HD Genre Language HD Channel LCN Number LCN Rank Parity Slab Channel

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Part B: Channel Penetration Report (i) Channel wise SMS report

Sr. Name of HD Opening Closing Average State No. Channel Subscribers Subscribers Subscribers

(ii) Channel wise SMS report (Basic Entry Package)

Sr. Name of HD Basic Entry Package / Opening Closing Average No. Channel Add-on Packages Subscribers Subscribers Subscribers

Part C: Size of Operator Report (iii) Unique STB Count Report Head end Sr. Opening Closing Average location with State No. Subscribers Subscribers subscribers address

(iv) IPTV OPERATOR Active Pay Subscriber Base Report Sr. No. State Opening Subscribers Closing Subscribers Average subscribers

******

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ANNEXURE XII

DECLARATION FORM TO BE OBTAINED FROM CAS PROVIDER

(ON THE CAS PROVIDER COMPANY’S LETTER HEAD)

TO WHOMSOEVER IT MAY CONCERN

This is to certify that M/s ______, having its Registered office at ______and having its headend at ______has installed Conditional Access System (CAS) of our company for its digital cable network.

Date of CAS Installation: ______CAS Version: ______

CAS ID: ______, NETWORK ID: ______

With respect to the CAS installed at above mentioned headend and in terms of Schedule 1 of the TRAI (Digital Addressable Cable Television System) Notification dated 30 April 2012, we confirm the following:

1. The current version of CAS does not have any history of hacking.

2. We have the capability of upgrading of CAS in case it gets hacked at any point of time.

3. The CAS is currently in use by other pay TV services providers including IPTV Operators (IPTV OPERATORs) and it has an aggregate of at least One (1) million subscribers in the global pay TV market.

4. The installed CAS has the capacity to handle at least One (1) million subscribers in the system.

5. We, the CAS system provider are able to provide monthly log of activation and deactivation on a particular channel or on a particular Bouquet / Subscriber Package provided by the IPTV OPERATOR to its end subscribers.

6. We have the technical capability in India to maintain this CAS system on 24x7 basis throughout the year.

7. This CAS installed is independently capable of generating log of all activations and deactivations.

8. This CAS has the provision to tag and blacklist VC numbers and STB numbers that have been involved in piracy in the past to ensure that the VC’s or the STB’s cannot be redeployed.

9. The installed CAS is capable of individually addressing subscriber’s choice of channel(s), on a channel by channel and STB by STB basis.

10. This CAS installed has the capability to store history logs of all activations and deactivations

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for the period of last 2 years for every channel and Bouquet/ Subscriber Package introduced and made available by the IPTV Operator to its last mile subscribers.

Please find enclosed sample log of all activations & deactivations of a particular channel generated from the installed CAS system.

Thanking you,

For (CAS company name)

(Signature)

Name: ______

Designation: ______(not below the level of COO or CEO or CTO)

Company seal:

******

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ANNEXURE – XIII

SMS DECLARATION FORM

(ON SMS PROVIDER COMPANY’S LETTER HEAD)

TO WHOMSOEVER IT MAY CONCERN

This is to certify that M/s ______, having its Registered Office at ______and having its headend at ______has installed SMS of our Company for its digital cable network. ____

Date of SMS Installation: _------______

SMS Version: ___------______

With respect to the SMS installed at above mentioned headend and in terms of Schedule 1 of the TRAI (Digital Addressable Cable Television System) Notification dated 30 April 2012, we confirm the following:

1. The installed SMS is currently in use by other pay TV service providers including IPTV Operators (IPTV OPERATORs) having an aggregate of at least One (1) million subscribers in the global pay TV market.

2. The installed SMS has the capacity to handle at least One (1) million subscribers in the system.

3. We have the technical capability in India to be able to maintain their system on 24 x 7 basis throughout the year.

4. We, the SMS system provider are able to provide monthly log of activation and deactivation on a particular channel or on a particular Bouquet / Subscriber Package which is or will be provided by the IPTV OPERATOR.

5. This SMS has the provision to tag and blacklist VC numbers and STB numbers that have been involved in piracy in the past to ensure that the VC’s or the STB’s cannot be redeployed.

6. The installed SMS is capable of individually addressing subscriber’s choice, on a channel by channel and STB by STB basis as well.

7. This installed SMS is independently capable of generating log of all activations and deactivations.

8. This installed SMS has the capability to store history logs of all activations and deactivations for the period of last two (2) years for every channel provided by the IPTV OPERATOR.

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Please find enclosed sample log of all activations & deactivations of a particular channel generated from the installed SMS system.

Thanking you,

For (SMS company name)

(Signature)

Name: ______

Designation: ______(not below the level of COO or CEO or CTO)

Company seal:

******

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