ZEEL – RIO (MRP) – VERSION 2/2020 AMENDMENT AGREEMENT FOR MODIFICATION OF SUBSCRIBED ZEE GROUP CHANNELS AND/OR ZEE BOUQUETS This Amendment Agreement (“Amendment Agreement”) for modification of subscribed Zee Group Channels and/or Zee Bouquets is made on this _______ day of ______, by and between: ZEE ENTERTAINMENT ENTERPRISES LIMITED, a company incorporated under the provisions of the Companies Act, 2013 (as amended) having Corporate Identification Number (CIN): L92132MH1982PLC028767 and having its registered office at 18th Floor, A Wing, Marathon Futurex, N.M. Joshi Marg, Lower Parel (East), Mumbai – 400013 and Delhi office at B-10, Essel House, Lawrence Road, New Delhi- 110035 (hereinafter referred to as “ZEEL” which expression unless repugnant to the context or meaning thereof, shall mean and include its successors and permitted assigns) of the ONE PART, AND MSO/ DTH Operator/ HITS Operator/IPTV Operator (M/s): _______________________________________________________________________ Legal Status: Company Partnership Firm Proprietorship Firm Individual HUF LLP (hereinafter referred to as the “Distribution Platform Operator” or “DPO”) which expression shall unless it be repugnant to the meaning or context thereof, be deemed to include the heirs, executors and administrators in the case of a sole proprietorship; the successors and permitted assigns in the case of a company; the partner or partners for the time being and the heirs, executors and administrators of the last surviving partner in the case of a partnership firm; and Karta and coparceners in the case of a Hindu Undivided Family (“HUF”)) of the OTHER PART. Name of Authorized Signatory (Mr./Ms.): ________________________________________________ CORRESPONDENCE ADDRESS: ___________________________________________________ __________________________________________________________________________________ Landmark: ________________________________________________________________________ Village: ___________________________________________________________________________ City/Taluka: _______________________________ District: _________________________________ Pin: ______________________________________ State: ___________________________________ Tel. No - STD Code:____________ No.: _________________________________________________ Mobile No.________________________________________________________________________ Fax No - STD Code:____________ No.: _________________________________________________ E mail ID: _________________________________________________________________________ Contact Person: _____________________________________________________________________ Designation of Contact Person: _________________________________________________________ ZEEL and DPO are hereinafter individually and collectively referred to as “Party” and “Parties” respectively. WHEREAS, the DPO has entered into an Interconnection Agreement bearing no. ____________dated _____ along with any executed amendment agreements (if any) (“Interconnection Agreement”) whereby the DPO is granted the non-exclusive right by ZEEL to distribute the subscribed Zee Group Channels as ZEEL – RIO (MRP) – VERSION 2/2020 set out therein, to its Subscribers in the Authorized Area for a period commencing on ________ and ending on ___________ (“Term”); WHEREAS, ZEEL, has come out with Version No. 2 of 2020 of its Reference Interconnection Offer/Interconnection Agreement(s) for all Distribution Platform Operators in lieu of launch of New Channel(s) and New Bouquet(s) which have been uploaded on its website www.zeeentertainment.com for the period effective from March 1, 2020. The said Version No. 2 of 2020 of Reference Interconnection Offer/Interconnection Agreement(s) does not factor the Amendments to TRAI Regulations (as defined therein) dated January 1st, 2020 since the matter is sub judice and the same is subject to the outcome of any order/judgment/directive of any court of competent jurisdiction with regard to the subject matter including but not limited to (I) WP NOS. 4135 OF 2017, 4091 OF 2017, 7017 OF 2017, 6915 OF 2017 PENDING BEFORE THE HIGH COURT OF DELHI; (II) CIVIL APPEAL NO. 2847-2854 OF 2011 PENDING BEFORE THE HON’BLE SUPREME COURT; (III) CIVIL APPEAL NO. 3728 OF 2015 PENDING BEFORE THE HON’BLE SUPREME COURT AND (IV) WP NOS (L) 116 OF 2020, 117 OF 2020, 118 OF 2020, 120 OF 2020, 124 OF 2020, 125 OF 2020, 126 OF 2020, 127 OF 2020 PENDING BEFORE THE HIGH COURT OF BOMBAY. WHEREAS, the DPO now intends to amend the subscribed Zee Group Channels and/or Zee Bouquets and/or subscribe to New Channel(s) and or New Bouquet(s). Therefore, the DPO has requested ZEEL for change in the subscribed Zee Group Channels and/or Zee Bouquets and/or subscribe to New Channels and or New Bouquets. The Parties have agreed to amend the terms of the Interconnection Agreement on account of request made by DPO to amend the subscribed Zee Group Channel(s) and/or Zee Bouquet(s) and/or subscribe to New Channel(s) and or New Bouquet(s), in accordance with the terms and condition set out hereinafter. The Parties agree that the modification to the subscribed Zee Group Channel(s) and/or Zee Bouquet(s) and/or subscribe to New Channel(s) and or New Bouquet(s) shall be given effect from the Effective Date of this Amendment Agreement. ZEEL and the DPO are each referred to herein as a “Party” and collectively as the “Parties”. WHEREAS The DPO has entered into an interconnection agreement bearing no. ____________dated _____ (“Interconnection Agreement”) whereby the DPO is granted the non-exclusive right by ZEEL to distribute the Subscribed Channels on a-la-carte/bouquet basis as set out in the Interconnection Agreement, to its Subscribers in Authorized Areas for a period commencing from ________ and ending on ___________ (“Term”); WHEREAS The DPO now intends to amend the list of Subscribed Channels/Subscribed Bouquet. Therefore, the DPO has requested ZEEL for change in the subscribed Zee Group Channels and/or Zee Bouquets and/or subscribe to New Channels and or New Bouquets. The Parties have agreed to amend the terms of the Interconnection Agreement on account of request made by DPO to amend the Subscribed Channels/Subscribed Bouquets (as set out in the Interconnection Agreement), in accordance with the terms and condition set out hereinafter. The Parties agree that the modification of subscribed Zee Group Channels and/or Zee Bouquets shall be given effect from the Effective Date. ZEEL – RIO (MRP) – VERSION 2/2020 NOW THEREFORE IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES THAT: 1. Subscribed Zee Group Channels and/or Zee Bouquets From the Effective Date, the subscribed Zee Group Channels and/or Zee Bouquets shall mean and include the Zee Group Channels and/or Zee Bouquets which are subscribed by the DPO by specifically availing such A-la Carte Zee Group Channel /Zee Bouquets listed in Schedule I to this Amendment Agreement subject to approval and receipt of requisite IRD (as defined in the Interconnection Agreement) from ZEEL at ZEEL’s sole discretion. On execution of this Amendment Agreement, from the Effective Date, a) the Annexure II of the Interconnection Agreement shall stand replaced and substituted with this Schedule I to this Amendment Agreement; and b) the details of Integrated Receivers and Decoders (IRDs) in respect of all such subscribed Zee Group Channels availed from ZEEL in (II) and (III) of ANNEXURE XI of the Interconnection Agreement shall stand replaced and substituted with this Schedule II from the Effective Date. c) The Annexure IV pertaining to Incentives shall stand replaced and substituted with this Schedule III to this Amendment Agreement; and d) The Schedule C of the Interconnection Agreement shall stand replaced and substituted with this Schedule IV to this Amendment Agreement. 2. Effective Date: The Effective Date for this Amendment Agreement shall mean __________. 3. Term: This Amendment Agreement shall be valid from the Effective Date and shall be co-terminus with the Interconnection Agreement. 4. Miscellaneous 4.1 This Amendment Agreement together with the Interconnection constitutes the entire agreement between the Parties relating to the subject matter. Save for the specific amendments set out in this Amendment Agreement, the Interconnection Agreement shall remain in full force and effect and shall be read in conjunction with these presents and shall be enforced as if the provisions of these presents were incorporated therein. The terms and conditions of the Amendment Agreement, as amended pursuant to this Amendment Agreement from the Effective Date, shall be valid and binding on the Parties thereto on and from the Effective Date of this Amendment Agreement. 4.2 In this Amendment Agreement, the terms used in capital case but not defined herein shall have the meaning assigned to them in the Interconnection Agreement. ZEEL – RIO (MRP) – VERSION 2/2020 4.3 The Parties agree and affirm that all other terms and conditions of the Interconnection Agreement shall apply mutatis mutandis to this Amendment Agreement. 4.4 This Amendment Agreement, read with the Interconnection Agreement supersedes all prior discussions, information, writings, memoranda and documents exchanges and agreements between the Parties with respect to the subject matter of this Amendment Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be executed by their duly authorized representatives. Signed for and on behalf of Signed for an on behalf of ZEE Entertainment Enterprises Limited Signature: Signature: Name: