MPARTNERS Privileged and Confidential

Draft Terms For Discussions Only Without Prejudice 2011

These draft indicative terms are an outline of the principal commercial terms and conditions proposed for the investment described herein, all of which are subject to change and final approval of the Investment Committee of the Investor, tax and legal advice and subject to execution of appropriate legal documentation. This is not a formal or binding offer.

Company (Insert name of the Company along with Regd. Office) Promoters and Shareholders (Insert the details of the promoter and major share holders with the brief background) Business (Insert the details of the business operations and exclusivity) Fully Diluted Equity ( Insert the equity that has been diluted till date including along with any other instrument that may have been issued in figures and %) Employee Stock Option Plan (Insert the % that may have been issued under ESOP, if any) Investor ( Insert the name of the Proposed Investor) Investment Amount (Insert the amount of investment) Investment Structure (Insert the manner in which the investment is proposed to be received) Instrument(Insert the investment instrument that shall be issued to the investor) Financial Performance(Insert the details of companies performance as per the last Audited Balance sheet Including EBITDA)

Confidential

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MPARTNERS Privileged and Confidential

Draft Terms For Discussions Only Without Prejudice 2011

Transaction and Closing (Insert the time frame or the proposed dead line of transaction) Use of Proceeds (Insert the details of fund utilization) Tranche 2 Investment (Insert the amount that is to be received in 2nd phase, if any) Board and Committee Position( Insert the board position of investment directors upon initial investment, if any) Board Meetings (Insert after how many days there would be a board meeting in order to consider the proposed investment upon receipt of Letter of Intent also describe the agendas to for the same) Investor Information Rights (Insert the details of the company information material that would be made available to the Investor along with the designation of the person who would be available to satisfy any other query that may arise) Reserved Matters / Minority Protection Rights ( Insert how does the company intends to deal with these upon/prior proposed investment) Pre-emptive and antidilution rights (Insert the proposed format to deal in such a situation qua the investor) Non-compete (Insert how does the company intends to bind the Promoter and key executives) Promoters Maintenance of Shareholding / Non Disposal Undertaking ( Insert how does the Promoter intends not to disown the company qua on/at/before the completion of Confidential Page 2

MPARTNERS Privileged and Confidential

Draft Terms For Discussions Only Without Prejudice 2011

transaction) Listing Undertaking ( Insert the promoters and companies intention on IPO/FPO/PIPE etc.) Alternate Exit (Insert an alternative method/security of investment, if there is no public listing of equity) Ultimate Exit (Insert a final exit plan for the Investor) Tag Along Rights (Insert the conditions/options for the Investor, if the promoters sells his share holding) Liquidation Preference (Insert the standing of investor in liquidation process) Investment Documentation (Insert the documentation, intended to enter to record the transaction) Condition Precedent (Insert the conditions precedent to executing the transaction) Conditions Subsequent (Insert the conditions that are mandatory and subsequent to transaction or upon signing any kind of formal investment Documentation) Director Indemnity ( Insert the maximum indemnity that may be provided) General Indemnity (Insert the Investor Indemnity qua company/transaction) Subject to Contract (Insert the maximum the clauses that are not subject to execution of the term sheet e.g. confidentiality, fee and expenses etc.) Fees and Expenses (Insert the expenses on either side are to be borne by whom) Exclusivity Period (Insert the time period from the date of signing this term sheet and completion of transaction) Representation, Warranties Confidential Page 3

MPARTNERS Privileged and Confidential

Draft Terms For Discussions Only Without Prejudice 2011

and Indemnification (Insert the kind of Reps & Warranties would the company/promoters would provide) Validity (Insert the expiry date of this term sheet) Governing Law (Insert the law governing this transaction and place) Confidentiality Duration of Agreement (Insert the minimal conditions which would continue to subsist the definitive documents duly executed) Announcements (Insert the manner in which the announcements about the transactions would be made in public)

----------------------------------------On behalf of the Company Name: Date:

-----------------------------------------On Behalf of Investor Name: Date:

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MPARTNERS Privileged and Confidential

Draft Terms For Discussions Only Without Prejudice 2011

Schedule A: Fully Diluted Shareholding Company Shareholders Promoter Employees and Associates Total Shareholding (In Million Shares) X X X Ownership (%) Z% Z% Z%

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MPARTNERS Privileged and Confidential

Draft Terms For Discussions Only Without Prejudice 2011

Schedule B: Reserved Matters The following actions of the Company and/or its subsidiaries will require the prior written consent of the Investor: 1. Acquisition of shares, assets, business, business organization or division of any other person, creation of legal entities, joint ventures or partnerships, mergers, de-mergers, spin-offs and consolidations, creation of any new subsidiaries. Commencement of any new line of business, which is unrelated to the business of the Company. Any change in the capital structure in the Company including issued, subscribed or paid up equity or preference share capital of the Company, or re-organization of the share capital of the Company, including new issuance of shares or other securities of the Company or redemption, retirement or repurchase of any shares or other securities, issuance of convertible debentures or warrants, or grant of any options over its shares by the Company. Creation or change of any equity option plan of the Company or its subsidiaries. Creation of subsidiaries which are not 100% owned by the Company. Sale, transfer or other disposition of, the Company, any of its subsidiaries, its joint ventures and its subsidiaries or any of their assets and shares. Creation or adoption any new or additional equity option plan, or any change or modification or amendment to any equity option plans of the Company or its subsidiaries. Approval and adoption of the annual budget / business plan of the Company or any of its subsidiaries including Borrowings or guarantees or security interest from or to any person. Any amendment or modification or the taking of any action that would be inconsistent with the budget/ business plan then in effect by more than 5%. Dissolution, winding-up or liquidation of the Company or any of its subsidiaries, whether or not voluntary, or any restructuring or reorganization that has a similar effect.

2. 3.

4. 5.

6.

7.

8.

9.

10. Affiliated or related party transactions, agreements or arrangements between the Company and the Promoters, existing shareholders or their affiliates. 11. Any amendment, supplement, modification or restatement of the memorandum or articles of association of the Company or any of its subsidiaries as in effect on the date hereof. 12. Approval of audited annual accounts, change in auditors or accounting principles, declaration of dividend. 13. All matters in relation to Trade Sale, IPO, Qualified Offering, or any liquidity event or any other exits of the Investor. 14. Any sale or disposal of any Intellectual Property. 15. Amendment, modification and termination of material contracts except for sales contracts. 16. Any action that would have an impact on tax benefits being availed by the Company. 17. All matters in relation to initiation, defense and settlement of any litigation, in which the Company is involved. Confidential Page 6