Common use of Payment Terms Clause in Contracts

Payment Terms. (a) The Affiliate shall provide to the Authorized Representative the Subscriber Report for the applicable month, detailing therein the opening, closing and average number of Subscribers for that month, on or before the applicable Subscriber Report Due Date. (b) Broadcaster (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten) days of receipt of the Subscriber Report for such month from the Affiliate. In case the Affiliate fails to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Date, the Authorized Representative shall have the right to raise a provisional invoice on the Affiliate. However, the provisional invoice shall be for an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the Affiliate. (c) Affiliate shall be required to make payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. (a) The Affiliate shall provide to Initial Trademark License Fee will be payable by Licensee in accordance with the Authorized Representative terms of payment of the Subscriber Report for Rights Acquisition Fee as set forth in the applicable month, detailing therein the opening, closing and average number of Subscribers for that month, on or before the applicable Subscriber Report Due DateOperating Agreement. (b) Broadcaster (The Annual Trademark License Fee payable for Fiscal Year 11 and for each subsequent Fiscal Year through the Authorized RepresentativeEnd Date will be payable as follows: (i) shall raise monthly invoices towards Licensee will pay to Licensor an estimate of the applicable Monthly Annual Trademark License Fee for each Fiscal Year within thirty (together with applicable taxes, levies and cess) within 10 (ten30) days after the end of receipt such Fiscal Year, which will be calculated based on Licensee's unaudited financial statements for the such Fiscal Year; and (ii) Licensee will calculate the final Annual Trademark Licensee Fee for such Fiscal Year within thirty (30) days after the delivery of the Subscriber Report for such month from the Affiliate. In case the Affiliate fails to furnish the Subscriber Report Licensee's audited financial statements for the applicable month within the applicable Subscriber Report Due Daterelevant Fiscal Year and a "true-up" payment will by paid by Licensee or Licensor, the Authorized Representative shall have the right as appropriate to raise a provisional invoice on the Affiliate. However, the provisional invoice shall be for an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt reconcile any underpayment or overpayment of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the AffiliateAnnual Trademark Licensee Fee. (c) Affiliate shall be required to make payment Payments of the applicable Monthly Annual Trademark License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to will be made by Affiliate under this Agreement shall be made together with wire transfer of immediately available funds, net of any withholding required by applicable taxes, levies and cesslaw. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested Licensor will from time to time by Broadcaster, through the Authorized Representativedesignate one or more accounts into which such payments will be made and may designate one or more Affiliates to receive such payments. (d) Any/all payments required Any payment not made within thirty (30) days of its due date will bear interest from the date due to be and including the date payment in full is made by Affiliate under this Agreement shall be paid by Affiliate to at the Authorized Representative Reference Rate in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by effect on the Authorized Representative and such date payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoeverwas due. (e) Failure The Annual Trademark License Fee will be paid in U.S. Dollars. To the extent the calculation of the Affiliate to make payment Annual Trademark License Fee is based on revenues received in other currencies, such revenues will be calculated using the exchange rate published in the Wall Street Journal, as of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name last day of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing Fiscal Year for which such statutory deductionspayment applies. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. 6.1 The Monthly License Fee shall be paid by the Operator in arrears within fifteen (a15) The Affiliate days from receipt of invoice (the "Due Date") which shall provide to be raised by SPN Distribution (in the Authorized Representative name and for and on behalf of the Broadcaster) on the basis of a detailed Subscriber Report for to be submitted by the applicable monthOperator to SPN Distribution in accordance with Clause 6.3 below. 6.2 The Operator shall make the payment of the Monthly License Fee on each Due Date without any deduction except deduction of TDS/withholding tax in accordance with Clause 5.6. The Operator shall be required to make payment of the Monthly License Fee on or before each Due Date in accordance with the terms hereof, detailing therein and any failure to do so on the opening, closing part of the Operator shall constitute a material breach of this Agreement. SPN Distribution shall have a right to charge interest at a monthly rate of 18% on that portion of each Monthly License Fee which remains unpaid after the Due Date. The imposition and average number collection of Subscribers for that month, interest on late payment of Monthly License Fees does not constitute a waiver of the Operator's absolute obligation to pay the Monthly License Fees on or before the applicable Subscriber Report Due Date. 6.3 Within seven (b7) Broadcaster days of end of each month during the Term, the Operator shall provide opening and closing number of Subscribers on the first and last day for that particular month for each of the Channels opted by the Operator, both for a–▇▇-▇▇▇▇▇ and tier/package offerings of the Operator (through the Authorized Representative) each a “Subscriber Report”), based on which SPN Distribution shall raise monthly invoices towards an invoice for the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten) days of receipt of on the Subscriber Report for such month from the AffiliateOperator. In case the Affiliate Operator fails to furnish send the Subscriber Report for the applicable month within the applicable Subscriber Report Due Datestipulated period of seven (7) days, the Authorized Representative SPN Distribution shall have the a right to raise a provisional invoice (each a “Provisional Invoice”) and the Operator shall be under an obligation to pay the Monthly License Fee on the Affiliatebasis of such Provisional Invoice in accordance with the terms herein. However, However it is agreed by SPN Distribution that the provisional invoice Provisional Invoice shall be for an amount not more than the Monthly License Fee that was payable by the Affiliate Operator for the immediate immediately preceding monthmonth or the average of the preceding three (3) months, whichever is higher. On receipt of the Subscriber Report for such month from the AffiliateOperator for the months in which SPN Distribution raises and receives Monthly License Fee on the basis of Provisional Invoices, the Parties would shall conduct reconciliation between the provisional invoice Provisional Invoices raised by the Authorized Representative SPN Distribution and the Subscriber Report for such month sent by the Affiliate. (c) Affiliate shall be required to make payment of the applicable actual Monthly License Fee invoice to payable by the Authorized Representative within fifteen (15) days of receipt of such invoice from Operator in accordance with the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized RepresentativeSubscriber Reports. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to 6.4 Where the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing Rates are revised upward by the Authorized Representative Broadcaster in accordance with Clause 5.2, the Operator agrees and such payment shall be valid discharge of Affiliate’s payment liability towards undertakes to pay in accordance with the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period Revised Rates as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductionsClause 5. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. Not later than the last business day of each month[Not later than ten (a10) business days after the completion of all activities and the performance of all services], VENDOR shall submit to COMMISSION invoices[an invoice] for actual activities completed and services performed and the expenses incurred and paid by VENDOR (“actual expenses”) pursuant to this Agreement utilizing an invoice form (1) provided to VENDOR by COMMISSION or (2) prepared by VENDOR and approved as to form by COMMISSION. The Affiliate COMMISSION provided invoice forms shall provide describe in detail the services performed, deliverables provided, if applicable, and actual expenses incurred and paid by VENDOR during the prior month. The invoice forms prepared by VENDOR, and approved as to form by COMMISSION, shall include, at a minimum, the following information: VENDOR name, Program Name, Report Period, Invoice Amount, Approved Budget by Category, Year-to-Date (“YTD”) Actual Total, Approved Budget Total and Budget Balance. If there are any errors contained in any invoice submitted to COMMISSION, VENDOR shall describe and explain the error in VENDOR’s subsequent invoice submitted to COMMISSION. COMMISSION shall review each[the] invoice and notify VENDOR in writing within ten (10) business days after receipt of a properly completed invoice of any disputed amounts. COMMISSION shall pay VENDOR all undisputed invoice amounts within thirty (30) calendar days of COMMISSION’s receipt of a timely submitted invoice up to the Authorized Representative not to exceed amount set forth in Section III of this Agreement. COMMISSION shall make checks payable to VENDOR as listed in Section VII.P [the Subscriber Report for the applicable monthPayee, detailing therein the opening«Payee_Name», closing and average number of Subscribers for that month, at «Payment_Address»]. If VENDOR fails to timely submit a properly completed invoice on or before the applicable Subscriber Report Due Date. (b) Broadcaster (through last business day of a month in accordance with this Section IV, COMMISSION shall process the Authorized Representative) shall raise monthly invoices towards late invoice in the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten) days of receipt of the Subscriber Report for such subsequent month from COMMISSION’s date of receipt. Provided that CONTRACTOR is in full compliance with all provisions of this Contract and is not in material breach of this Contract, COMMISSION shall make final payment in accordance with the Affiliateprovisions of this Section IV and upon VENDOR’s satisfactory completion of all activities and performance of all services. In case the Affiliate fails to furnish the Subscriber Report COMMISSION shall not be liable for the applicable month within the applicable Subscriber Report Due Date, the Authorized Representative shall have the right to raise a provisional payment of invoice amounts on the Affiliate. However, the provisional any invoice shall be for an amount not received by COMMISSION more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the Affiliate. ninety (c90) Affiliate shall be required to make payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) calendar days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify following the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demurdue date. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split CONTRACTOR’s submission of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement fraudulent invoices shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etcContract.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. (a) The Affiliate 1. For each month during the Term of this Agreement, ZEEL shall provide to the Authorized Representative the Subscriber Report issue an invoice for the applicable month, detailing therein the opening, closing and average number of Subscribers for that month, Subscription Fee on or before 10th day of the applicable Subscriber Report Due Date. immediately succeeding month, based on the monthly subscription report submitted by DTH OPERATOR, such invoice would clearly specify the payment due for the respective month for which the invoice is issued and arrears/ dues (bif any) Broadcaster payable by DTH OPERATOR along with the due date of payment. DTH OPERATOR shall be liable to make payment for Subscription Fee as per the monthly invoice raised by ZEEL within a period of Fifteen (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten15) days from the date of receipt of invoice through email or otherwise by the Subscriber Report DTH OPERATOR (Due Date) without any deduction except deduction of withholding tax/ TDS as provided in this Agreement. For e.g. Invoice for Subscription Fee for the month of October 2022 shall be issued by ZEEL on or before 10th November 2022 and the payment for such invoice shall be made by the DTH OPERATOR on or before 25th November 2022 (Due Date). Time is the essence of this Agreement and the DTH OPERATOR shall be required to make all payments due to ZEEL, by the Due Date in accordance with the terms herein. 2. Within seven days of end of each month, the DTH OPERATOR shall provide the subscriber report stating the number of subscribers along with the other reports for that month from in the Affiliateformat(s) set - out in ANNEXURE V attached herewith, based on which ZEEL shall raise an invoice on the DTH OPERATOR. 3. In case the Affiliate DTH OPERATOR fails to furnish send the Subscriber Report for the applicable month report within the applicable Subscriber Report Due Datesaid period of seven days from the end of each calendar month, the Authorized Representative ZEEL shall have the right to raise a provisional invoice on the Affiliate. However, the provisional invoice shall be (“Provisional Invoice”) for an amount not more than increased by ten percent (10%) of the Monthly License Fee that was “Subscription Fee” payable by the Affiliate DTH OPERATOR to ZEEL for the immediate immediately preceding month, and the DTH OPERATOR shall be under legal obligation to make the payment on the basis of such Provisional Invoice in accordance with the terms of this clause. 4. On receipt of the Subscriber Report for such month from the AffiliateThe Parties will carry out reconciliation, the Parties would conduct reconciliation between the provisional invoice Provisional Invoice raised by the Authorized Representative ZEEL and the Subscriber Report for such month monthly subscription reports sent by the Affiliate. DTH OPERATOR, within three (c3) Affiliate shall be required to make payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice months from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time date of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split submission of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing Subscriber Report by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoeverDTH OPERATOR. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. (a) The Affiliate 1. For each month during the Term of this Agreement, ZEEL shall provide to the Authorized Representative the Subscriber Report issue an invoice for the applicable month, detailing therein the opening, closing and average number of Subscribers for that month, Subscription Fee on or before 10th day of the applicable Subscriber Report Due Date. immediately succeeding month, based on the monthly subscription report submitted by HITS OPERATOR, such invoice would clearly specify the payment due for the respective month for which the invoice is issued and arrears/ dues (bif any) Broadcaster payable by HITS OPERATOR along with the due date of payment. HITS OPERATOR shall be liable to make payment for Subscription Fee as per the monthly invoice raised by ZEEL within a period of Fifteen (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten15) days from the date of receipt of invoice through email or otherwise by the Subscriber Report HITS OPERATOR (Due Date) without any deduction except deduction of withholding tax/ TDS as provided in this Agreement. For e.g. Invoice for Subscription Fee for the month of October 2022 shall be issued by ZEEL on or before 10th November 2022 and the payment for such invoice shall be made by the HITS OPERATOR on or before 25th November 2022 (Due Date). Time is the essence of this Agreement and the HITS OPERATOR shall be required to make all payments due to ZEEL, by the Due Date in accordance with the terms herein. 2. Within seven days of end of each month, the HITS OPERATOR shall provide the subscriber report stating the number of subscribers along with the other reports for that month from in the Affiliateformat(s) set - out in ANNEXURE V attached herewith, based on which ZEEL shall raise an invoice on the HITS OPERATOR. 3. In case the Affiliate HITS OPERATOR fails to furnish send the Subscriber Report for the applicable month report within the applicable Subscriber Report Due Datesaid period of seven days from the end of each calendar month, the Authorized Representative ZEEL shall have the right to raise a provisional invoice on the Affiliate. However, the provisional invoice shall be (“Provisional Invoice”) for an amount not more than increased by ten percent (10%) of the Monthly License Fee that was “Subscription Fee” payable by the Affiliate HITS OPERATOR to ZEEL for the immediate immediately preceding month, and the HITS OPERATOR shall be under legal obligation to make the payment on the basis of such Provisional Invoice in accordance with the terms of this clause. 4. On receipt of the Subscriber Report for such month from the AffiliateThe Parties will carry out reconciliation, the Parties would conduct reconciliation between the provisional invoice Provisional Invoice raised by the Authorized Representative ZEEL and the Subscriber Report for such month monthly subscription reports sent by the AffiliateHITS OPERATOR, within three (3) months from the date of submission of Monthly Subscriber Report by the HITS OPERATOR. (c5. In case of default by the HITS OPERATOR on account of non-submission of Reports, it shall be deemed to be a material breach and entitle ZEEL to initiate appropriate steps for disconnection of signals of Zee Group Channel(s) Affiliate and / or 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 HITS 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. 6. The HITS OPERATOR shall be required to make payment payments with 15 days of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice/provisional invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required in accordance with the terms hereof, and any failure to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At do so on the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split part of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement HITS OPERATOR shall constitute a material breach hereunderhereunder and ZEEL be entitled to switch off the signals of Zee Group Channels to entire network of the HITS OPERATOR. Any payment(s) which remain unpaid beyond the applicable Payment Due Date Late payments shall also attract interest calculated from the date the payment was due until the date the payment is made in full at the a pro rata monthly rate of 181.5% per annum payable by Affiliate to the Authorized Representative(“Default Interest Rate”). The imposition and collection of interest on late payments does not constitute a waiver of Affiliatethe HITS OPERATOR’s obligation to make applicable payment(s) pay the Subscription Fee by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative ZEEL shall retain all of its other rights and remedies under the Agreement and/or Applicable LawsAgreement. (f) For 7. HITS OPERATOR shall make the sake payment of claritySubscription Fee irrespective of HITS OPERATOR’s collection of the invoiced monthly Subscription Fee from its sub-operator/affiliate/LCO/Subscribers in a timely manner, if under applicable Indian tax laws, any payments under the HITS OPERATOR shall pay the Subscription Fee on or before the Due Date prescribed in this Agreement. 8. HITS OPERATOR shall make payment of the Subscription 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 dues claimed by the Affiliate HITS OPERATOR and/or its affiliates, JVs, etc. from ZEEL, its affiliated companies (including any subsidiary and or associate entities of ZEEL), channel owners. 9. All payments of Subscription Fee hereunder are exclusive of all applicable taxes including works contract taxes, customs duties, excise duties, entertainment taxes, GST and other such taxes. All such applicable taxes shall be at HITS OPERATOR’s cost and will be charged at the prevailing rates by ZEEL to the Broadcaster, through HITS OPERATOR. 10. If payment of the Authorized Representative, are Subscription Fee is subject to deduction of any withholding taxes, then tax/ TDS in accordance with the Affiliate shall (i) deduct/withhold provisions of the applicable withholding tax amount in the name of Broadcaster whose PAN number is Indian Income Tax ▇▇▇▇▇▇▇ ▇▇▇▇, (ii) remit/deposit as amended, the HITS OPERATOR shall provide tax withholding certificates to ZEEL within such deducted withholding tax amount to the applicable Indian tax authority period as has been specified in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductionsIncome Tax Act/ Rules/ Notifications/ Circulars issued thereunder. (g) Except as stated 11. It is explicitly made clear that in Clause 5(e) the event of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (dispute including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representativecommercial terms, etc.). (h) All payments collected . arising out of the agreement, the HITS OPERATOR shall continue to make the payment of Subscription Fee as per the provision of Clause 9 read along with this ANNEXURE IV of this Agreement till such time the dispute is resolved. Appropriate adjustment in this regard shall be made by the Authorized Representative from respective parties on final adjudication of the Affiliate shall be on First In First Out (FIFO) basisdispute.

Payment Terms. (a) The Affiliate shall provide to the Authorized Representative Broadcaster the Subscriber Report for the applicable month, detailing therein the opening, closing and average number of Subscribers for that month, on or before the applicable Subscriber Report Due Date. (b) Broadcaster (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten) days of receipt of the Subscriber Report for such month from the Affiliate. In case the Affiliate fails to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Date, the Authorized Representative Broadcaster shall have the right to raise a provisional invoice on the Affiliate. However, the provisional invoice shall be for an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative Broadcaster and the Subscriber Report for such month sent by the Affiliate. (c) Affiliate shall be required to make payment of the applicable Monthly License Fee invoice to the Authorized Representative Broadcaster within fifteen (15) days of receipt of such invoice from the Authorized Representative Broadcaster (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative., (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative Broadcaster in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST GREYCELLS18 MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative Broadcaster and such payment payment, subject to realization of funds, shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized RepresentativeBroadcaster. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative Broadcaster evidencing such statutory deductions. (g) Except as stated in Clause 5(e5(f) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative Broadcaster from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. (a) The Affiliate shall provide to the Authorized Representative the Subscriber Report for the applicable month, detailing therein the opening, closing and average number 6.1 Payments of Subscribers for that month, on or before the applicable Subscriber Report Due Date. (b) Broadcaster (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten) days of receipt of the Subscriber Report for such month from the Affiliate. In case the Affiliate fails to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Date, the Authorized Representative shall have the right to raise a provisional invoice on the Affiliate. However, the provisional invoice shall be for an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the Affiliate. (c) Affiliate shall be required to make payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate Development Costs under this Agreement shall be made together by United Therapeutics to Supernus within 30 days after United Therapeutics’ receipt of Supernus’ invoice. In the event that United Therapeutics disputes any Development Cost, it shall pay the undisputed amount of Supernus’ invoice as provided above, and shall, within 15 Business Days of receipt of Supernus’ invoice, provide written notice to Supernus identifying the disputed charge and providing a detailed explanation of the nature of its position with applicable taxesrespect to disputed amount. If a notice of disagreement shall be duly delivered, levies Supernus and cessUnited Therapeutics shall, during the 30 days following such delivery, use their best efforts to reach agreement on the disputed charges or amounts. At If during such period, Supernus and United Therapeutics are unable to reach such agreement, either Supernus or United Therapeutics by notice to the time other party may initiate the process whereby they shall promptly jointly retain a nationally recognized accounting firm (the “Accounting Referee”) and cause it to promptly review this Agreement and the disputed charges or amounts and to resolve the disputed charges or amounts. The Accounting Referee shall deliver to Supernus, as promptly as practicable but no later than 45 days, a report setting forth its calculation of making paymentthe disputed charges or amounts. Such report shall be final and binding upon Supernus and United Therapeutics and any amount due to be paid or reimbursed, Affiliate as the case may specify be, shall promptly be paid or reimbursed by the invoice number appropriate party. The cost of such review and invoice date against report shall be borne by Supernus if the Accountant Referee finds in United Therapeutics favor and Supernus is required to reimburse United Therapeutics, or shall be born by United Therapeutics, if the Accountant Referee finds in Supernus’ favor and United Therapeutics owes or has paid Supernus the disputed charges. 6.2 Unless otherwise agreed between the Parties, all sums due under this Agreement to Supernus shall be paid in United States dollars. Net Sales shall be determined in accordance with GAAP in the currency in which each Licensed Product or Licensed Combination Product was sold and shall be converted into United States dollars using the average buying rate as published in the Wall Street Journal for the [**] for which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representativedetermined. (d) Any/6.3 Other than as otherwise provided herein, all payments required to be made by Affiliate sums due under this Agreement shall be paid by Affiliate without deduction, set-off or counterclaim and shall be made in full without deduction of income, value added or other taxes, charges or duties that may be imposed, except (i) insofar as United Therapeutics is required to withhold or deduct the same to comply with Laws, and (ii) to the Authorized Representative extent that the determination of Net Sales incorporates such deductions. In the event that United Therapeutics is required to make any such deduction, it shall promptly provide Supernus with a certificate or other documentary evidence sufficient to enable Supernus to support a claim for a tax credit in Indian Rupees respect of any amount so withheld. 6.4 If Laws require withholding of income taxes or other taxes imposed upon any payments by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster United Therapeutics to Supernus under this Agreement, Supernus shall provide United Therapeutics with applicable forms or documentation required by any applicable taxation Laws, treaties or agreements to such withholding or as necessary to claim a benefit due to Supernus thereunder (including, but not limited to Form W-8BEN or any successor forms) and United Therapeutics shall make such withholding payments as required and subtract such withholding payments from the payments due Supernus as set forth in this Agreement. No cash payments United Therapeutics will use commercially reasonable efforts consistent with its usual business practices and cooperate with Supernus to ensure that any withholding taxes imposed are reduced as far as possible under the provisions of the current or any future applicable taxation treaties or agreements between foreign countries 6.5 Interest shall be made payable by Affiliate towards United Therapeutics on any payments/dues whatsoever. (e) Failure amounts payable to Supernus under this Agreement which are not paid within 30 days of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement due date for payment. All interest shall constitute accrue and be calculated on a material breach hereunder. Any payment(sdaily basis (both before and after any judgment) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to [**] as published in the Authorized Representative. The imposition and collection Wall Street Journal on that due date, for the period from the due date for payment until the date of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Lawsactual payment. (f) For the sake of clarity, if under applicable Indian tax laws, 6.6 Notwithstanding any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) other provision of this Agreement, Affiliate if at any time legal restrictions prevent the prompt remittance of part or all of the payments required hereunder in any country, payment shall be made through such lawful means or methods as United Therapeutics may determine. When in any country the Laws prohibit both the transmittal and deposit of royalties on sales in such a country, royalty payments shall be suspended for as long as such prohibition is in effect, and shall be paid within thirty (30) days after such prohibition ceases to be in effect all royalties that United Therapeutics would have no right been obligated to withhold transmit or claim adjustment/set off deposit, but for the Monthly License Fee under prohibition, shall be deposited or transmitted, as the case may be, to the extent allowable, less any transactional costs. United Therapeutics shall use reasonable commercial efforts to resolve with any country any prohibitions or suspensions of royalty payments. If the royalty rate specified in this Agreement should exceed the permissible rate established in any country, the royalty rate for any reason whatsoever (including but not limited sales in such [**] = Portions of this exhibit have been omitted pursuant to by virtue a confidential treatment request. An unredacted version of any alleged loss of subscriber, counterclaim against this exhibit has been filed separately with the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate Commission. country shall be on First In First Out (FIFO) basisadjusted to the highest legally permissible or government approved rate.

Payment Terms. Provider shall present Recipient (aon account of Transition Services provided to Recipient and its Affiliates) The Affiliate shall provide to the Authorized Representative the Subscriber Report with monthly invoices for the applicable monthTransition Services Provider and its Affiliates provide. The format of such invoices shall include, detailing therein the openingwithout limitation, closing and average number of Subscribers for that month, on or before the applicable Subscriber Report Due Date. (b) Broadcaster (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten) days of receipt of the Subscriber Report for such month from the Affiliate. In case the Affiliate fails to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Date, the Authorized Representative shall have the right to raise a provisional invoice on the Affiliate. However, the provisional invoice shall be for an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the Affiliate. (c) Affiliate shall be required to make payment brief description of the applicable Monthly License Fee invoice Transition Services, the billing period, the applicable Costs, and such other information as Recipient may reasonably request to verify the Authorized Representative quantity or volume of and Costs for the Transition Services. Recipient shall pay (or cause its Affiliates to pay), the undisputed amount of the monthly invoiced amount within fifteen forty-five (1545) days after the date such monthly invoice was received. Any invoiced undisputed amounts not paid within such forty-five (45) day period shall be subject to interest from the due date until the date of receipt payment, compounded monthly, at the Prime Rate published in The Wall Street Journal, Eastern Edition (or the maximum legal rate, whichever is lower). If Recipient in good faith disputes any portion of the amount due on any invoice, Recipient shall notify Provider in writing of the nature and basis of the dispute as soon as commercially reasonable, but no later than forty-five (45) days from the date of such invoice from invoice. If Recipient does not notify Provider of any disputed amounts within such forty-five (45) period, then Recipient will be deemed to have accepted Provider’s invoice. With respect to any invoiced amounts disputed by Recipient in good faith and notified to Provider in accordance with the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms requirements of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due DateSection 2.3, and the Broadcaster through the Authorized Representative shall retain all of Recipient may, in its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of claritydiscretion, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold such amounts pending resolution of the applicable withholding tax amount dispute in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, accordance with Section 3.2 or (ii) remit/deposit pay (or cause its Affiliates to pay) such deducted withholding amounts within the period set forth in the applicable invoice and seek reimbursement from Provider if such dispute is resolved in Recipient’s favor. Recipient shall pay (or cause its Affiliates to pay), or reimburse (or cause its Affiliates to reimburse) Provider for, the gross amount of any sales, use, excise, value-added or other similar tax amount (whether now existing or subsequently enacted) applicable to the amounts charged by Provider for Transition Services hereunder. Provider shall include such taxes on the invoices provided in accordance with this Section 2.3 and shall be responsible for remitting (or causing the remission of) such taxes to the applicable Indian tax authority in the name taxing authority. Each of the Broadcaster within Parties and their respective Affiliates shall be solely responsible for the due dates prescribed under payment of any and all of their own other taxes imposed with respect to the applicable Indian tax lawprovision of any Transition Services and any fees or charges in respect thereof, including without limitation franchise and similar taxes on capital, employment taxes associated with its employees, property taxes, gross receipts taxes, and taxes based on income. All amounts due and payable hereunder shall be invoiced and paid in (iiiA) within U.S. dollars or (B) if the applicable statutory period as per the applicable Indian tax lawParties so agree, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected a foreign currency agreed by the Authorized Representative from Parties. With respect to Provider or any of its Affiliates that is domiciled outside of the United States that provides Transition Services to Recipient or any of its Affiliates that is domiciled outside the United States, if required by any applicable Law or otherwise reasonably requested by a Party or an Affiliate shall be on First In First Out (FIFO) basisthereof, such non-U.S. Persons will enter into a local country agreement providing for the performance of such Transition Services.

Payment Terms. (a) The Affiliate 1. For each month during the Term of this Agreement, ZEEL shall provide to the Authorized Representative the Subscriber Report issue an invoice for the applicable month, detailing therein the opening, closing and average number of Subscribers for that month, Subscription Fee on or before 10th day of the applicable Subscriber Report Due Date. immediately succeeding month, based on the monthly subscription report submitted by MSO, such invoice would clearly specify the payment due for the respective month for which the invoice is issued and arrears/ dues (bif any) Broadcaster payable by MSO along with the due date of payment. MSO shall be liable to make payment for Subscription Fee as per the monthly invoice raised by ZEEL within a period of Fifteen (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten15) days from the date of receipt of invoice through email or otherwise by the Subscriber Report MSO (Due Date) without any deduction except deduction of withholding tax/ TDS as provided in this Agreement. For e.g. Invoice for Subscription Fee for the month of October 2022 shall be issued by ZEEL on or before 10th November 2022 and the payment for such invoice shall be made by the MSO on or before 25th November 2022 (Due Date). Time is the essence of this Agreement and the MSO shall be required to make all payments due to ZEEL, by the Due Date in accordance with the terms herein. 2. Within seven days of end of each month, the MSO shall provide the subscriber report stating the number of subscribers along with the other reports for that month from in the Affiliateformat(s) set - out in ANNEXURE V attached herewith, based on which ZEEL shall raise an invoice on the MSO. 3. In case the Affiliate MSO fails to furnish send the Subscriber Report for the applicable month report within the applicable Subscriber Report Due Datesaid period of seven days from the end of each calendar month, the Authorized Representative ZEEL shall have the right to raise a provisional invoice on the Affiliate. However, the provisional invoice shall be (“Provisional Invoice”) for an amount not more than increased by ten percent (10%) of the Monthly License Fee that was “Subscription Fee” payable by the Affiliate MSO to ZEEL for the immediate immediately preceding month, and the MSO shall be under legal obligation to make the payment on the basis of such Provisional Invoice in accordance with the terms of this clause. 4. On receipt of the Subscriber Report for such month from the AffiliateThe Parties will carry out reconciliation, the Parties would conduct reconciliation between the provisional invoice Provisional Invoice raised by the Authorized Representative ZEEL and the Subscriber Report for such month monthly subscription reports sent by the AffiliateMSO, within three (3) months from the date of submission of Monthly Subscriber Report by the MSO. (c5. In case of default by the MSO on account of non-submission of Reports, it shall be deemed to be a material breach and entitle ZEEL to initiate appropriate steps for disconnection of signals of Zee Group Channel(s) Affiliate and / or 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 MSO 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. 6. The MSO shall be required to make payment payments with 15 days of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice/provisional invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required in accordance with the terms hereof, and any failure to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At do so on the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split part of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement MSO shall constitute a material breach hereunderhereunder and ZEEL be entitled to switch off the signals of Zee Group Channels to entire network of the MSO. Any payment(s) which remain unpaid beyond the applicable Payment Due Date Late payments shall also attract interest calculated from the date the payment was due until the date the payment is made in full at the a pro rata monthly rate of 181.5% per annum payable by Affiliate to the Authorized Representative(“Default Interest Rate”). The imposition and collection of interest on late payments does not constitute a waiver of Affiliatethe MSO’s obligation to make applicable payment(s) pay the Subscription Fee by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative ZEEL shall retain all of its other rights and remedies under the Agreement and/or Applicable LawsAgreement. (f) For 7. MSO shall make the sake payment of claritySubscription Fee irrespective of MSO’s collection of the invoiced monthly Subscription Fee from its sub- operator/affiliate/LCO/Subscribers in a timely manner, if under applicable Indian tax laws, any payments under the MSO shall pay the Subscription Fee on or before the Due Date prescribed in this Agreement. 8. MSO shall make payment of the Subscription 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 dues claimed by the Affiliate MSO and/or its affiliates, JVs, etc. from ZEEL, its affiliated companies (including any subsidiary and or associate entities of ZEEL), channel owners. 9. All payments of Subscription Fee hereunder are exclusive of all applicable taxes including works contract taxes, customs duties, excise duties, entertainment taxes, GST and other such taxes. All such applicable taxes shall be at MSO’s cost and will be charged at the prevailing rates by ZEEL to the Broadcaster, through MSO. 10. If payment of the Authorized Representative, are Subscription Fee is subject to deduction of any withholding taxes, then tax/ TDS in accordance with the Affiliate shall (i) deduct/withhold provisions of the applicable withholding tax amount in the name of Broadcaster whose PAN number is Indian Income Tax ▇▇▇▇▇▇▇ ▇▇▇▇, (ii) remit/deposit as amended, the MSO shall provide tax withholding certificates to ZEEL within such deducted withholding tax amount to the applicable Indian tax authority period as has been specified in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductionsIncome Tax Act/ Rules/ Notifications/ Circulars issued thereunder. (g) Except as stated 11. It is explicitly made clear that in Clause 5(e) the event of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (dispute including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representativecommercial terms, etc.). arising out of the agreement, the MSO shall continue to make the payment of Subscription Fee as per the provision of Clause 9 read along with this ANNEXURE IV of this Agreement 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. ANNEXURE V REPORT FORMAT Table – 1: State-wise Monthly Subscription for bouquet of pay Zee Group Channel and/or a-▇▇-▇▇▇▇▇ Channel Monthly Average Active Subscriber Level of a Zee Group Channels or bouquet shall be arrived at by averaging the number of subscribers subscribing Zee Group Channel or bouquets, as the case may be, recorded four times in a month, as provided in Table -1 and Table – 2 respectively. The number of subscribers shall be recorded at any point of time between 19:00 Hrs. to 23:00 Hrs. of the day. Table – 1 (a) : Monthly subscription for A-▇▇-▇▇▇▇▇ Channels Sl. No . Name of Zee Group Channel Zee A-▇▇- ▇▇▇▇▇ Code MSO’s Package Name / Add-on Name / A- ▇▇-▇▇▇▇▇ Number of subscribe rs of the channel on 7th day of the month Number of subscribe rs of the channel on 14th day of the month Number of subscribe rs of the channel on 21st day of the month Number of subscribe rs of the channel on 28th day of the month Monthly Average Active Subscribe r Level of the Zee Group Channel (9) = (1) (2) (3) (4) (5) (6) (7) (8) [(5)+(6)+ (7)+(8)]/4 Note: (i) Above information is required for all packages and Add-on offered by MSO in which respective Zee Group Channel(s) is offered by the MSO and also for Zee Group Channels offered by MSO on A-▇▇-▇▇▇▇▇ Basis. (hii) All payments collected MSO Package Name and Add-on name not applicable in case subscriber has opted for Bouquet of Pay Zee Group Channels. (iii) City wise report is required to be furnished by the Authorized Representative MSO for its operational areas. (iv) Each set top box, located at a place indicated by the subscriber for receiving the signals of Zee Group Channels from the Affiliate MSO, shall constitute one subscriber. (v) The reports shall be on First In First Out (FIFO) basisgenerated in non-editable PDF format, with read only permissions.

Payment Terms. (a) The Affiliate Coinbase and Circle shall provide negotiate in good faith and agree upon the amounts of the Residual Payment Base with respect to each relevant Applicable Stablecoin to which each Approved Participant is entitled and, for so long as the related Approved Participant Schedule is in effect, amounts payable to such Approved Participant based on an invoice agreed by the Contracting Party and the relevant Approved Participant and shared with the Non-Contracting Party (such amount payable, such Approved Participant’s “Approved Participant Economics Amount”) shall be deducted from the Residual Payment Base with respect to each relevant Applicable Stablecoin for such Applicable Month prior to allocation of the respective Ecosystem Economics Amounts to each Party, notwithstanding anything to the Authorized Representative contrary in Section 4.5(b) of the Subscriber Report for Collaboration Agreement. For the applicable monthavoidance of doubt, detailing therein the openingNon-Contracting Party shall have the right to dispute any such invoice pursuant to the dispute resolution provisions of the Collaboration Agreement. Such agreement, closing and average number including the level of Subscribers for that montheach relevant Applicable Stablecoin held as a Party Product Stablecoin as of the date of the Approved Participant Schedule, on or before the applicable Subscriber Report Due Dateif applicable, shall be documented in an Approved Participant Schedule. (b) Broadcaster Where Coinbase is the Contracting Party with respect to any Approved Participant, Circle, or one of its Affiliates, shall pay the Approved Participant Economics Amount for such Approved Participant (through based on an invoice agreed by the Authorized RepresentativeContracting Party and the relevant Approved Participant and shared with the Non-Contracting Party) shall raise monthly invoices towards with respect to each Applicable Month to Coinbase at the applicable Monthly License Fee (together same time as Circle is required to make the Collaboration Payment to Coinbase with applicable taxesrespect to such Applicable Month; provided, levies and cess) within 10 (ten) days of however that nothing herein requires Coinbase to pay the Approved Participant Economics Amount to the Approved Participant prior to Coinbase’s receipt of such amount from Circle. For the Subscriber Report for such month from the Affiliate. In case the Affiliate fails to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Dateavoidance of doubt, the Authorized Representative Non-Contracting Party shall have the right to raise dispute any such invoice pursuant to the dispute resolution provisions of the Collaboration Agreement. Such agreement, including the level of each relevant Applicable Stablecoin held as a provisional invoice on Party Product Stablecoin as of the Affiliate. Howeverdate of the Approved Participant Schedule, the provisional invoice if applicable, shall be for documented in an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the AffiliateApproved Participant Schedule. (c) Affiliate shall be required to make payment By way of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representativeexample only: [*****]. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. (a) The Affiliate shall provide to the Authorized Representative the Subscriber Report for the applicable month, detailing therein the opening, closing and average number of Subscribers for that month, on or before the applicable Subscriber Report Due Date. (b) Broadcaster (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten) days of receipt of the Subscriber Report for such month from the Affiliate7.1. In case the Affiliate Operator fails to furnish the Subscriber Report for provide the applicable month Report(s) within the applicable Subscriber Report Due Dateprescribed period of 7 (seven) days, the Authorized Representative Broadcaster shall have the right to raise a provisional an invoice on a without prejudice basis, on the AffiliateOperator (such invoice amount shall not be more than the last invoice raised by the Broadcaster on the Operator and reconciliation shall be undertaken by the Parties once the applicable Report(s) is/are received from the Operator) and the Operator shall be under obligation to pay the Monthly Subscription Fee on the basis of such invoice. HoweverThe Operator understands and acknowledges that non-receipt of dispatched invoices from the Broadcaster shall not relieve the Operator from its obligation to make the payments of the Monthly Subscription Fee within the Due Date. In the event the Operator does not receive the invoice for a particular Month by the 15th day of such month, then the Operator shall promptly intimate the Broadcaster about the same and request for issuance of duplicate invoice. Additionally, the Operator shall make payment of provisional invoice shall Monthly Subscription Fee (such amount to be for an amount not more than the last payment made by the Operator to the Broadcaster towards Monthly License Fee that was Subscription Fee) and reconciliation shall be undertaken by the Parties once the applicable invoice is received by the Operator from the Broadcaster. Notwithstanding anything contained herein, in the event the Operator avails the incentive(s) as per the Incentive Schemes, then the invoicing provisions as set out in the Incentive Schemes shall be applicable. 7.2. With regard to the First Invoice Billing Cycle, the invoice shall be raised within thirty (30) days from the end of the First Invoice Billing Cycle and such invoice shall be payable by the Affiliate for Operator to the immediate preceding monthBroadcaster before or on the Due Date. On receipt For avoidance of doubt, it is clarified the Subscriber Report for such month from First Invoice Billing Cycle can be a Month or more than a Month. 7.3. The Operator shall pay to the Affiliate, Broadcaster the Parties would conduct reconciliation between the provisional invoice raised Monthly Subscription Fee in arrears by the Authorized Representative and the Subscriber Report for such month sent by the Affiliate. (c) Affiliate shall be required to make payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”), without any deduction except deduction of withholding tax or TDS as provided in this Agreement. Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement Such payment shall be made together with applicable taxes, levies and cess. At in the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour name of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative Disney Broadcasting (India) Limited” and such payment shall be valid discharge of Affiliatethe Operator’s payment liability towards to the Broadcaster under this Agreementtowards payment of Monthly Subscription Fee for the applicable month. No cash payments The Monthly Subscription Fee is exclusive of all Taxes. All such Taxes shall be made at the Operator’s cost and shall be charged at the prevailing rates by Affiliate towards any payments/dues whatsoeverthe Broadcaster to the Operator. (e) 7.4. Failure of on the Affiliate Operator’s part to make applicable payment of within the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach on part of the Operator hereunder, entitling the Broadcaster to initiate legal proceedings against the Operator under Applicable Law(s). Any payment(s) which remain unpaid beyond Additionally, any due payment from the applicable Payment Operator post expiry of the Due Date shall attract the Default Interest Rate per month until the date the due payment along with the applicable interest at the rate of 18% per annum payable by Affiliate to the Authorized Representativeis paid in full. The imposition and collection of interest on late payments does not constitute a waiver of Affiliatethe Operator’s obligation to make applicable payment(s) pay the Monthly Subscription Fee by the applicable Payment Due Date, Date and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable LawsLaw(s). (f) For the sake of clarity, if 7.5. If under applicable Indian tax laws, any payments under this Agreement by the Affiliate from Operator to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxestax at source, then the Affiliate shall (i) Operator shall: 7.5.1. deduct/withhold the applicable withholding amount of income tax amount deducted at source in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) the Broadcaster, 7.5.2. remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) and 7.5.3. within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative Broadcaster evidencing such statutory deductions. 7.6. No cash payments shall be made by the Operator towards the Monthly Subscription Fee or any other dues whatsoever. However in the event a cheque is issued by the Operator and such cheque is dishonored or not approved or returned due to any reason whatsoever, without prejudice to the rights available to the Broadcaster under Applicable Law(s), the Operator shall be liable to pay the Broadcaster, an amount of not less than INR 1,500/- (gRupees One Thousand Five Hundred only) Except as stated in Clause 5(e) of this Agreementfor each such dishonored, Affiliate disapproved or rejected cheque. 7.7. The Operator shall have no right to withhold or claim adjustment/adjustment or set off the Monthly License Subscription Fee under this Agreement for any reason whatsoever (including including, but not limited to to, by virtue of any alleged loss of subscriber, Subscribers and counterclaim against the Broadcaster through the Authorized Representative, etc.Broadcaster). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. CUSTOMER shall pay the undisputed portions of HID's invoices within thirty (a30) The Affiliate days from the date on the invoice. All fees paid are non-refundable, and CUSTOMER has no right to set-off any amount invoiced to CUSTOMER. Any notice of error in an HID invoice must be received by HID in writing at the HID address shown on the relevant invoice within ten (10) business days of the date on the invoice, after which period the HID invoice shall provide be deemed undisputed. Payments will be made only in the currency listed on HID’s invoice and to the Authorized Representative address or account listed on the Subscriber Report front of HID's invoice. HID’s pricing is based on the thirty (30) day payment terms. HID’s acceptance of any deviation from these payment terms is at HID's sole discretion and may be conditioned on CUSTOMER’S acceptance of a pricing adjustment reflecting the increase in the associated cost or risk to HID. Undisputed amounts which remain unpaid for the applicable month, detailing therein the opening, closing and average number of Subscribers for that month, on or before the applicable Subscriber Report Due Date. thirty (b) Broadcaster (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten30) days of receipt of or more after the Subscriber Report for such month from date on the Affiliateinvoice are overdue. In case the Affiliate fails addition to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Dateany other available remedy, the Authorized Representative shall have HID reserves the right to raise suspend shipment(s), terminate pending orders or its offer to make sales to CUSTOMER, and charge interest at a provisional invoice monthly interest rate of 1.5% (or the maximum permitted by applicable law, whichever is less) on the Affiliatethose undisputed amounts remaining overdue. HoweverCUSTOMER hereby grants and HID reserves a lien on each Product purchased by CUSTOMER, the provisional invoice shall be for an amount not more than the Monthly License Fee that was payable by the Affiliate and in any proceeds thereof, for the immediate preceding monthamount of its purchase price plus any interest which may be accrued thereon. On receipt Payment in full of the Subscriber Report for such month from purchase price of the AffiliateProduct will release the lien on that Product. If CUSTOMER defaults under any obligation in this subsection 2, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the Affiliate. (c) Affiliate shall be required "Payment Terms," CUSTOMER agrees to make payment products available so that HID can repossess them without a breach of the applicable Monthly License Fee invoice peace. In the event HID incurs collection costs or institutes suit to the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made collect any amount owed by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster CUSTOMER under this Agreement, CUSTOMER agrees to pay HID’s collection costs (including, without limitation, its attorneys’ fees and court costs). No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, HID's prices are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductionschange without notice. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. (a) The Affiliate ETV shall provide to raise monthly invoices on the Authorized Representative the Subscriber Report Operator, for the applicable monthSubscribed Channels by the Operator under this Agreement. Accordingly, detailing therein the openingETV, closing and average number of Subscribers for that month, on or before the applicable Subscriber Report Due Date. (b) Broadcaster (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (Fees, together with applicable taxes, levies and cess) for the concerned month on the Operator within 10 7 (tenseven) days of receipt of the Subscriber Report for such month from of the Affiliate. Operator. (b) In case the Affiliate Operator fails to furnish the Subscriber Report for the applicable month within provide the applicable Subscriber Report Due Datewithin the prescribed period of seven (7) days, the Authorized Representative ETV shall have the right to raise a provisional invoice on the Affiliate. However, the Operator (such provisional invoice shall amount to be for an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional last invoice raised by ETV on the Authorized Representative Operator and reconciliation shall be undertaken by the Parties once the applicable Subscriber Report is received from the Operator) and the Subscriber Report Operator shall be under obligation to pay the Monthly License Fees on the basis of such provisional invoice. The Operator understands and acknowledges that non‐receipt of dispatched invoices from the ETV shall not relieve the Operator from its obligation to make the payments of the Monthly License Fees within the Due Date (as defined below). In the event the Operator does not receive the invoice for such month sent a particular Month (as defined below) by the Affiliate15th day of such month, then the Operator shall promptly intimate to ETV about the same and request for issuance of duplicate invoice. All such communication shall mandatorily be addressed /marked to the attention of Authorised Officer of the ETV. Additionally, the Operator shall make payment of provisional Monthly License Fees (such amount to be not more than the last payment made by the Operator to the ETV towards Monthly License Fees) and reconciliation shall be undertaken by the Parties once the applicable invoice is received by the Operator from ETV. (c) Affiliate The Operator shall be required pay to make payment of the applicable ETV the Monthly License Fee invoice to the Authorized Representative in arrears within fifteen (15) days of receipt of such invoice from the Authorized Representative ETV (“Payment Due Date”), without any deduction except deduction of withholding tax/TDS as provided in this Agreement. Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement Such payment shall be made together with in the name of “Eenadu Television Private Limited” and shall be valid discharge of liability towards ETV towards payment of Monthly License Fees for the applicable month. It is understood and mutually agreed upon that for the purpose of this Agreement, the month shall start from 1st day of each calendar month and end on the 30th/31st day (as the case may be) of such month (“Month”). The Monthly License Fees are exclusive of all applicable indirect taxes including all and any service taxes, levies VAT, works contract taxes, customs duties, excise duties, entertainment taxes and cessother such taxes. At the time of making payment, Affiliate may specify the invoice number and invoice date against which All such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information taxes shall be shared by Affiliate in such manner as at the Operator’s cost and shall be requested from time charged at the prevailing rates by the ETV, to time by Broadcaster, through the Authorized RepresentativeOperator. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to Failure on the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of AffiliateOperator’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate part to make applicable payment of within the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunderon part of the Operator hereunder entitling the ETV, to initiate against the Operator applicable legal proceedings available to the ETV under Applicable Laws. Any payment(s) which remain unpaid beyond Additionally, any due payment from the applicable Payment Operator post expiry of the Due Date shall attract interest at the rate of 1824% (twenty four percent) per annum payable by Affiliate to until the Authorized Representativedate of the due payment, along with the applicable interest, is paid in full. The imposition and collection of interest on late payments does not constitute a waiver of Affiliatethe Operator’s obligation to make applicable payment(s) pay the Monthly License Fee by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative ETV, shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (fe) For the sake of clarity, if If under applicable Indian tax laws, any payments under this Agreement by the Affiliate from Operator to the Broadcaster, through the Authorized Representative, ETV are subject to deduction of withholding taxes, then the Affiliate Operator shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster the ETV whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster ETV within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative ETV evidencing such statutory deductions. (f) No cash payments shall be made by the Operator towards the Monthly License Fees or any other dues whatsoever. However in the event a cheque is issued by the Operator and such cheque is dishonoured or not approved or returned due to any reason whatsoever, without prejudice to the rights available to the ETV under Applicable Laws, the Operator shall be liable to pay to the ETV, an amount of not less than Rs.1,500/‐ for each such dishonoured, disapproved or rejected cheque. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate The Operator shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever Whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etcETV.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. Licensee agrees to pay to Licensor all Fees as set out in the Order Form(s). All Fees are payable in accordance with the terms set out in, and in the currency specified in, the Order Form(s). Unless otherwise indicated on the invoice, all invoices are due upon receipt. Fees stated in the Order Form are exclusive of Taxes. Other than as provided for pursuant to Section 15 (aIndemnification), Licensor does not provide credits or refunds for Fees already due or paid. If Licensee wishes to increase its Permitted Use of the Software, Licensee must notify Licensor in advance and pay any applicable Fees. Any invoice disputes must be initiated by Licensee in good faith and in writing; Licensee will be entitled to notify Licensor of any invoice dispute by the date that is thirty (30) The Affiliate shall provide to days following the Authorized Representative the Subscriber Report for date of the applicable monthinvoice, detailing therein after which time the openinginvoice shall be deemed to be accepted by Licensee and will be due and payable in full. If Licensee initiates a dispute with regard to a particular invoice, closing any undisputed amounts charged on such invoice will continue to be due and average number of Subscribers for that month, on or before the applicable Subscriber Report Due Date. payable. Licensor and Licensee agree to use reasonable efforts to address and attempt to resolve any invoice dispute within thirty (b) Broadcaster (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten30) days of after Licensor’s receipt of the Subscriber Report for Licensee’s notice to Licensor regarding such month from the Affiliatedispute. In case the Affiliate fails With regard to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Dateany undisputed invoiced amount that is not paid when due, the Authorized Representative shall have Licensor reserves the right to raise charge, and Licensee agrees to pay, a provisional invoice late payment fee on the Affiliateunpaid balance from the due date until paid (whether before or after judgment) equal to the lesser of one and one half percent (1.5%) per month, or the maximum amount allowable by law. HoweverIf it is determined that Licensor properly charged any amount disputed and withheld by Licensee, the provisional invoice shall late fee will be assessed and paid on the disputed, withheld amount. Licensee acknowledges that Licensor reserves the right to cease providing Updates and/or suspend delivery of technical support to Licensee for an amount not more than any period during which any Fees due in accordance with the Monthly License Fee that was payable by the Affiliate terms of this Agreement remain unpaid for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the Affiliate. (c) Affiliate shall be required to make payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days after Licensor provides advanced written notice (including by way of receipt email) of such invoice unpaid Fees to Licensee. In such event, Licensor shall not be precluded from exercising any additional remedies that might be available to it under the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Lawsor otherwise. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. (ai) The Affiliate Within 7 days after receipt by MCUSA from the Manager of Selling Commissions and Due Diligence Expenses, and where MCUSA has received a valid invoice from the Selling Dealer for the same, MCUSA shall provide re-allow such payments to the Authorized Representative Selling Dealer; provided that Selling Dealer has complied with applicable sections of this Agreement regarding due diligence expenses by providing an itemized invoice for due diligence expenses to MCUSA. In the Subscriber Report event that MCUSA pays any fees or commissions to Selling Dealer for which a subscription is rescinded as permitted by its terms, MCUSA may reduce the applicable monthnext payment of fees or commissions or other compensation payable under this Agreement in an amount equal to the fees or commissions associated with the rescinded subscription. If no further fees or commissions or other compensation is payable to Selling Dealer, detailing therein the opening, closing and average number of Subscribers then Selling Dealer shall reimburse MCUSA for that month, on any fees or before the applicable Subscriber Report Due Datecommissions related to any rescinded subscription. (bii) Broadcaster Payment of Selling Commissions and Due Diligence Expenses shall not occur until such time as the Fund receives, and the Manager accepts, the Minimum Offering. (through the Authorized Representativeiii) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten) days of After receipt of the Subscriber Report Minimum Offering, payment of Selling Commissions and Due Diligence Expenses shall not occur until such time as the Fund receives and the Manager accepts the subscriptions for such month from Shares that the Affiliate. In case Selling Dealer sold. (iv) If the Affiliate fails Fund does not receive the Minimum Offering, no amounts shall be payable to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due DateSelling Dealer, the Authorized Representative and all funds advanced by subscribers shall have be returned to them with interest earned, if any. (v) Manager has the right to raise a provisional invoice on reject any subscription at any time for any reason without liability to anyone, including Selling Dealer and the Affiliate. However, the provisional invoice subscriber. (vi) No subscriber shall be for an amount not more than admitted to the Monthly License Fee Fund until such time that was payable at least five (5) business days have lapsed since the subscriber received the Prospectus. In making such a determination, Manager shall be entitled to rely on representations made by subscribers, MCUSA, and Selling Dealers regarding the Affiliate for the immediate preceding month. On timing and receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the AffiliateProspectus. (cvii) Affiliate shall be required to make payment Subscriptions for Shares received after the closing date of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to Minimum Offering shall promptly be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing accepted or rejected by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee Manager after their receipt by the applicable Payment Due Date Fund (but in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does any event not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.later than 30 days thereafter). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. (a) The Affiliate Biogen Idec or its designated Affiliates shall provide make Contingent Payments to Elan with respect to each Calendar Quarter within sixty (60) days after the Authorized Representative end of such Calendar Quarter, and each such Contingent Payment shall be accompanied by a report identifying the Subscriber Report Net Sales for such Calendar Quarter and the applicable monthamount payable to Elan. All Contingent Payments not made when due shall bear interest, detailing therein calculated from the openingdate such Contingent Payment was due, closing at the rate of two percent (2%) over the prime rate of interest as published in the weekly Federal Reserve H.15 Bulletin, or any successor bulletin thereto. Biogen Idec shall, as soon as reasonably practicable after the end of each calendar year, recalculate the Contingent Payments for such calendar year based on changes to Net Sales that arose as a result of the preparation of the audited financial statements for Biogen Idec and average number its Affiliates for such calendar year and issue a final report to Elan for such calendar year. If the amount of Subscribers the Contingent Payments for that monthsuch calendar year as recalculated exceeds the amount of Contingent Payments actually paid by Biogen Idec pursuant to Section 4.2 for such calendar year, on or before Biogen Idec will pay Elan the applicable Subscriber Report Due Dateamount of such excess as soon as reasonably practicable. If the amount of the Contingent Payments for such calendar year actually paid by Biogen Idec pursuant to Section 4.2 exceeds the amount of Contingent Payments as recalculated, the amount of such excess will be applied against the payment of the next Contingent Payment thereafter until such excess has been applied in full. (b) Broadcaster If Net Sales in any Calendar Quarter during the Term are less than zero (through as a result of returns or recalls of TYSABRI or any other circumstance), then Biogen Idec will not be obligated to make Contingent Payments to Elan for such Calendar Quarter, and for purposes of calculating Contingent Payments with respect to the Authorized Representative) fourth Calendar Quarter of such year, Net Sales for such fourth Calendar Quarter shall raise monthly invoices towards be reduced by the applicable Monthly License Fee (together aggregate amount of negative Net Sales in each Calendar Quarter of such year in which Net Sales are less than zero. If, as a result of such reduction, the aggregate Net Sales with applicable taxesrespect to such fourth Calendar Quarter are less than zero, levies and cess) within 10 (ten) days then, for purposes of receipt calculating Contingent Payments with respect to the first Calendar Quarter of the Subscriber Report next succeeding year, Net Sales for such month from the Affiliate. In case the Affiliate fails to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Date, the Authorized Representative shall have the right to raise a provisional invoice on the Affiliate. However, the provisional invoice first Calendar Quarter shall be for an amount not more than the Monthly License Fee that was payable reduced by the Affiliate for amount of negative Net Sales in the immediate preceding month. On receipt fourth Calendar Quarter of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the Affiliateimmediately preceding year. (c) Affiliate shall be required to make Each payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxesby electronic transfer in immediately available funds via either a bank wire transfer, levies and cess. At an ACH (automated clearing house) mechanism, or any other means of electronic funds transfer, at Biogen Idec’s election, to such bank account as Elan shall designate in a notice at least five (5) Business Days before the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representativedue. (d) Any/all All payments required to be made by Affiliate due under this Agreement shall be paid made in United States dollars. Whenever, for the purposes of calculating Contingent Payments, conversion from any foreign currency will be required, all amounts will first be calculated in the currency of sale and then converted into United States dollars by Affiliate applying the monthly average rate of exchange calculated by using the foreign exchange rates published in Bloomberg during the applicable month starting two (2) Business Days before the beginning of such month and ending two (2) Business Days before the end of such month as utilized by Biogen Idec, in accordance with generally accepted accounting principles, fairly applied and as employed on a consistent basis throughout Biogen Idec’s operations. For the avoidance of doubt, for all purposes in this Agreement, any hedging or derivatives transaction engaged in by Biogen Idec with respect to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour sales of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment TYSABRI shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoeverdisregarded. (e) Failure If, at any time, legal restrictions prevent the prompt remittance of part or all Contingent Payments with respect to any country in the Affiliate Territory where TYSABRI is sold, Contingent Payments shall continue to make payment be accrued in such country and Net Sales in such country shall continue to be reported, but such Contingent Payments will not be paid until they may be removed from the country or, at Elan’s request, shall be paid in the local currency into a local bank designated by Elan for the account of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunderElan. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, If such Contingent Payments are subject to deduction of withholding taxesaccrued, then the Affiliate at such time as Biogen Idec is able to remove currency from such country it shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit also remove and pay such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductionsContingent Payments accrued on Elan’s behalf. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. (a) The Affiliate shall provide In order to facilitate the Incumbent’s transition to the Authorized Representative Replacement Frequencies, Nextel will pay the Subscriber Report costs incurred to reconfigure Incumbent’s system in an amount not to exceed the Cost Estimate. Except as modified pursuant to Section 3(b)(iii) and Section 8, of this Agreement, Nextel will pay the amount of the Cost Estimate in accordance with the payment terms identified on Schedule C and as set forth below for both payments made directly to Incumbent and payments made on behalf of Incumbent directly to each third party service vendor identified on the applicable monthCost Estimate (“Vendor”). (i) Within sixty (60) days of completion of the Incumbent’s reconfiguration and prior to the Reconciliation Date (defined below), detailing therein Incumbent will submit to Nextel financial documentation (including, by way of example, but not limited to: invoices (including travel, equipment, warehouse, and other costs associated with the openingreconfiguration), closing bills of lading, receipts, and average number timesheets with the employee title, hours, activity performed and hourly rate stated (Vendor and/or Incumbent internal labor as applicable) or equivalent substantive documentation) demonstrating the actual costs that Incumbent reasonably incurred or paid to other entities to reconfigure Incumbent’s system (“Actual Costs”). Upon receipt by Nextel of Subscribers for documentation of the Actual Costs, Nextel and Incumbent will reconcile the Actual Costs against the payments made by Nextel to Incumbent and Vendor(s) (the “Reconciliation”). The reconciliation statement (“Reconciliation Statement”) will identify what the Parties agree upon as the amount of any additional payments (subject to Section 8) due to Incumbent and Vendor(s) or any refunds due to Nextel. The date of receipt by Nextel of the Reconciliation Statement signed by Incumbent and Incumbent’s counsel is the “Reconciliation Date.” Should the Parties be unable to agree upon the amount of the additional payments, the Parties shall follow the dispute resolution procedures detailed in the FCC Order. (ii) Any additional payments due to Incumbent from Nextel will be disbursed to Incumbent within thirty (30) days of the Reconciliation Date, provided the additional payments do not result from Actual Costs that month, on or before exceed the applicable Subscriber Report Due Cost Estimate (in which case the provisions of Section 3(b)(iii) of this Agreement will apply). Any refunds due from the Incumbent to Nextel will be made within thirty (30) days of the Reconciliation Date. (biii) Broadcaster In the event Incumbent’s Actual Costs exceed the Cost Estimate, Incumbent must submit a Change Notice pursuant to Section 8 of this Agreement describing the change in scope of work that resulted in Incumbent’s Actual Costs exceeding the Cost Estimate. Approval of any Change Notice will not be automatic but will be processed in accordance with Section 8 of this Agreement. Additional payments due to Incumbent, which result from an excess of Actual Costs over the Cost Estimate, as agreed on the Reconciliation Date, will be disbursed to Incumbent within thirty (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten30) days of receipt execution by the Parties of the Subscriber Report for Amendment documenting the approved changes from such month from the Affiliate. In case the Affiliate fails to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Date, the Authorized Representative shall have the right to raise a provisional invoice on the Affiliate. However, the provisional invoice shall be for an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the AffiliateChange Notice. (civ) Affiliate shall be required Prior to make payment the Closing Date, Nextel will pay on behalf of itself and Incumbent, both Parties’ applicable sales and transfer taxes, if any, and all FCC fees in connection with the preparation and filing of the applicable Monthly License Fee invoice to necessary FCC applications for the Authorized Representative within fifteen (15assignment(s) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate described in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) Section 2 of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. (a) The Affiliate shall provide to the Authorized Representative Broadcaster the Subscriber Report for the applicable month, detailing therein the opening, closing and average number of Subscribers for that month, on or before the applicable Subscriber Report Due Date. (b) The Broadcaster (through has to raise monthly invoices on the Authorized Representative) Affiliate, towards Monthly License Fee for the Subscribed Channels under this Agreement. Accordingly, the Broadcaster, shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten) days of receipt of the Subscriber Report for such month from the Affiliate. In case the Affiliate fails to furnish send the Subscriber Report for the applicable month within the applicable Subscriber Report Due Date, the Authorized Representative Broadcaster shall have the right to raise a provisional invoice on the Affiliate. However, the provisional invoice shall be for an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative Broadcaster and the Subscriber Report for such month sent by the Affiliate. (c) Affiliate shall be required to make payment of the applicable Monthly License Fee invoice to the Authorized Representative Broadcaster within fifteen ten (1510) days of receipt of such invoice from the Authorized Representative Broadcaster (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative Broadcaster in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION ”EENADU TELEVISION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative Broadcaster and such payment payment, subject to realisation of funds, shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (ed) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized RepresentativeBroadcaster. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (fe) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative Broadcaster evidencing such statutory deductions. (gf) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized RepresentativeBroadcaster, etc.). (hg) All payments collected by the Authorized Representative Broadcaster from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. Not later than the last business day of each month[Not later than ten (a10) business days after the completion of all activities and the performance of all services], VENDOR shall submit to COMMISSION invoices[an invoice] for actual activities completed and services performed and the expenses incurred and paid by VENDOR (“actual expenses”) pursuant to this Agreement. The Affiliate invoices[invoice] shall provide describe in detail the services or products provided, rates, quantities and total amount, as applicable. VENDOR shall address all invoices to the Authorized Representative Finance Department at the Subscriber Report for address specified in Paragraph I of Section VI of this Agreement. COMMISSION shall review each[the] invoice and notify VENDOR in writing within ten (10) business days after receipt of a properly completed invoice of any disputed amounts. COMMISSION shall pay VENDOR all undisputed invoice amounts within thirty (30) calendar days of COMMISSION’s receipt of a timely submitted invoice up to the applicable month, detailing therein the opening, closing and average number not to exceed amount set forth in Section III of Subscribers for that month, this Agreement. COMMISSION shall make checks payable to Happy Printer. If VENDOR fails to timely submit a properly completed invoice on or before the applicable Subscriber Report Due Date. (b) Broadcaster (through last business day of a month in accordance with this Section IV, COMMISSION shall process the Authorized Representative) shall raise monthly invoices towards late invoice in the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten) days subsequent month from COMMISSION’s date of receipt and may, in its sole option, be entitled to a sum not to exceed five percent (5%) of the Subscriber Report for such month from undisputed portion of the Affiliate. In case the Affiliate invoice as liquidated damages[If VENDOR fails to furnish timely submit a properly completed invoice within ten (10) business days after the Subscriber Report completion of all activities and the performance of all services in accordance with this Section IV, COMMISSION may, in its sole option, be entitled to a sum not to exceed five percent (5%) of the undisputed portion of the invoice as liquidated damages]. COMMISSION shall make final payment in accordance with the provisions of this Section IV and upon VENDOR’s satisfactory completion of all activities and performance of all services. COMMISSION shall not be liable for the applicable month within the applicable Subscriber Report Due Date, the Authorized Representative shall have the right to raise a provisional payment of invoice amounts on the Affiliate. However, the provisional any invoice shall be for an amount not received by COMMISSION more than ninety (90) calendar days following the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the Affiliate. (c) Affiliate shall be due date required to make payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized RepresentativeSection IV. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. Not later than the last business day of each month, VENDOR shall submit to COMMISSION an invoice for actual activities completed and services performed and the expenses incurred and paid by VENDOR (a“actual expenses”) pursuant to this Agreement utilizing an invoice form (1) provided to VENDOR by COMMISSION or (2) prepared by VENDOR and approved as to form by COMMISSION. The Affiliate COMMISSION provided invoice forms shall provide describe in detail the services performed by VENDOR during the prior month and the rates charged. The invoice forms prepared by VENDOR, and approved as to form by COMMISSION, shall include, at a minimum, the following information: VENDOR name, Program Name, Report Period, Invoice Amount, Approved Budget by Category, Year-to-Date (“YTD”) Actual Total, Approved Budget Total and Budget Balance. If there are any errors contained in any invoice submitted to COMMISSION, VENDOR shall describe and explain the error in VENDOR’s subsequent invoice submitted to COMMISSION. COMMISSION shall review the invoice and notify VENDOR in writing within ten (10) business days after receipt of a properly completed invoice of any disputed amounts. COMMISSION shall pay VENDOR all undisputed invoice amounts within thirty (30) calendar days of COMMISSION’s receipt of a timely submitted invoice up to the Authorized Representative maximum compensation set forth in Section III of this Agreement. COMMISSION shall not withhold federal, state, and/or city payroll and other taxes, or other deductions from payments made to VENDOR. COMMISSION shall make checks payable to CONTRACTOR as listed in Section XXVI [the Subscriber Report for the applicable monthPayee, detailing therein the opening<<Payee_Name>>, closing and average number of Subscribers for that month, at <<Payment_Address>>. If VENDOR fails to timely submit a properly completed invoice on or before the applicable Subscriber Report Due Date. (b) Broadcaster (through last business day of a month in accordance with this Section IV, COMMISSION shall process the Authorized Representative) shall raise monthly invoices towards late invoice in the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten) days of receipt of the Subscriber Report for such subsequent month from COMMISSION’s date of receipt. COMMISSION shall make final payment in accordance with the Affiliateprovisions of this Section IV and upon VENDOR’s satisfactory completion of all activities and performance of all services. In case the Affiliate fails to furnish the Subscriber Report COMMISSION shall not be liable for the applicable month within the applicable Subscriber Report Due Date, the Authorized Representative shall have the right to raise a provisional payment of invoice amounts on the Affiliate. However, the provisional any invoice shall be for an amount not received by COMMISSION more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the Affiliate. ninety (c90) Affiliate shall be required to make payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) calendar days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify following the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demurdue date. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split CONTRACTOR’s submission of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement fraudulent invoices shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etcContract.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. With respect to Financed Inventory, Resellers will immediately pay CPC the principal Indebtedness on the earliest occurrence of any of the following events: (a) The Affiliate shall provide to on the Authorized Representative the Subscriber Report for the applicable month, detailing therein the opening, closing and average number of Subscribers for that month, on or before the applicable Subscriber Report Payment Due Date. , and (b) Broadcaster immediately when the Inventory is lost, stolen or damaged (through collectively, the Authorized Representative) “Loss Date”). All payments hereunder shall raise monthly invoices towards be made without setoff or counterclaim, prior to 11:00 a.m., Denver, Colorado time, on the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten) days of receipt of Payment Due Date or the Subscriber Report for such month from the Affiliate. In case the Affiliate fails to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Loss Date, as applicable, in immediately available funds or by electronic data interchange (“EDI”) to the Authorized Representative shall have the right to raise a provisional invoice on the Affiliate. However, the provisional invoice shall be for an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation CPC Account or as otherwise agreed between the provisional invoice raised by parties (the Authorized Representative and the Subscriber Report for such month sent by the Affiliate. (c) Affiliate shall be required to make payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement For purposes of calculating interest, payment shall be made together with applicable taxesdeemed to have been applied by CPC against the principal of and/or interest on any Indebtedness (except for Bank Products) on the Business Day, levies and cess. At the time of making paymentwhen before 11:00 a.m., Affiliate may specify the invoice number and invoice date against which good funds are received by CPC, whether such payment is being made by Affiliatecheck, failing wire, EDI, ACH Debit or other means. Resellers acknowledge that the date defined as the Payment Due Date falls on the same day of each week to establish a consistent payment date. CPC may change the terms of any future financing and the date for repayment of future Indebtedness by giving Reseller Agent written notice specifying such change. Any third party discount, rebate, bonus or credit granted to Resellers for any Inventory will not reduce the Indebtedness Resellers owe CPC until CPC has received payment therefore in cash. Resellers will: (A) pay CPC even if any inventory is defective or fails to conform to any warranties extended by any third party; (B) not assert against CPC any claim or defense which Broadcaster either Reseller may have against any third party; and (through C) indemnify and hold CPC harmless against all claims and defenses asserted by any buyer of any Inventory. Resellers waive all rights of setoff which they may have against CPC. CPC will have the Authorized Representative) shall allocate the payment continuing exclusive right to apply and reapply any and all payments received from Affiliate Resellers or on Resellers’ behalf in such manner as Broadcaster (through the Authorized Representative) CPC may deem fit advisable notwithstanding any entry by CPC upon its books and Affiliate shall accept such allocation without any demurrecords. Affiliate shall also inform Broadcaster Notwithstanding anything in this Agreement to the contrary, CPC agrees that: (through the Authorized Representativei) the split of the Monthly License Fee between such installation addresses and such information Payment Due Date set forth in any TS shall not be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments any earlier than it is required to be made by Affiliate under this Agreement shall be paid by Affiliate pursuant to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure terms of the Affiliate to make payment agreement between CPC and the applicable Vendor; and (ii) if CPC receives a notice from any Vendor that the terms of the applicable Monthly License Fee by agreement between such Vendor and CPC has changed such that the applicable Payment Due Date in terms of this Agreement a Reseller on any future TS will be revised to be earlier than on any prior TS, CPC shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate provide Reseller Agent with written notice of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection such change within one Business Day of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable LawsCPC receiving such notice from such Vendor. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. (a) The Affiliate shall provide to the Authorized Representative Broadcaster the Subscriber Report for the applicable calendar month, detailing therein or part thereof, in the opening, closing and average number manner set forth in Clause 9 of Subscribers for that month, this Agreement on or before the applicable Subscriber Report Due Date. (b) The Broadcaster (through has to raise monthly invoices on the Authorized Representative) Affiliate, towards the Broadcaster’s share of MRP for the Subscribed Channels under this Agreement. Accordingly, the Broadcaster, shall raise monthly invoices towards the applicable Monthly License Fee Broadcaster’s share of MRP of a particular calendar month, or part thereof (together with applicable taxes, levies and cess) within 10 (ten) days of receipt of the Subscriber Report for such month calendar month, or part thereof from the Affiliate. In case the Affiliate fails to furnish send the Subscriber Report for the applicable month calendar month, or part thereof, within the applicable Subscriber Report Due Date, the Authorized Representative Broadcaster shall have the right to raise a provisional invoice on the Affiliate for the month for which the Subscriber Report has not been furnished by the Affiliate. However, The Affiliate agrees and acknowledges that the provisional invoice towards the Broadcaster’s share of MRP shall be for an of such amount not more than as shall be increased by 10% of the Monthly License Fee that was payable by amount mentioned in the last invoice raised on the Affiliate towards Broadcaster’s share of MRP for the immediate preceding month. On receipt of the Subscriber Report for such calendar month (for which a provisional invoice was raised) from the Affiliate, but no later than three (3) months from the Subscriber Report Due Date for such calendar month, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative Broadcaster and the Subscriber Report for such calendar month sent furnished by the Affiliate. (c) Affiliate shall be required to make payment of the applicable Monthly License Fee invoice invoiced amount to the Authorized Representative Broadcaster towards Broadcaster’s share of MRP within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative Broadcaster in Indian Rupees by online transfer to designated bank account or by demand draft/pay order/cheque drawn in favour favor of “INDIACAST MEDIA DISTRIBUTION EENADU TELEVISION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative Broadcaster and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (ed) Failure of the Affiliate to make payment of the applicable Monthly License Fee Broadcaster’s share of MRP by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% (eighteen percent) per annum payable by Affiliate to the Authorized Representativeannum, plus applicable taxes, levies and cess. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies available to the Broadcaster under the Agreement and/or Applicable Laws. (fe) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, file all returns relating to remittance of such tax and deliver all documents to the Authorized Representative Broadcaster evidencing such statutory deductions. (gf) Except as stated in Clause 5(e6(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee Broadcaster’s share of MRP under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representativeor otherwise, or claims under any other agreement, etc.). (hg) All payments collected by the Authorized Representative Broadcaster from the Affiliate shall be on First In First Out First‐In‐First‐Out (FIFO) basis. (h) The Affiliate is aware that Goods and Service Tax (GST) may be implemented by the Government at any time during the Term of the Agreement. In view thereof, the Affiliate hereby specifically agrees and acknowledges that with effect from the date of implementation of GST, those provisions of this Agreement which get impacted by GST shall be applicably modified to give effect to the essence of GST. In such regard, if an amendment/addendum is required to be executed to this Agreement, then the Affiliate shall execute such amendment/addendum without demur.

Payment Terms. (a) The Affiliate 1. For each month during the Term of this Agreement, ZEEL shall provide to the Authorized Representative the Subscriber Report issue an invoice for the applicable month, detailing therein the opening, closing and average number of Subscribers for that month, Subscription Fee on or before 10th day of the applicable Subscriber Report Due Date. immediately succeeding month, based on the monthly subscription report submitted by IPTV OPERATOR, such invoice would clearly specify the payment due for the respective month for which the invoice is issued and arrears/ dues (bif any) Broadcaster payable by IPTV OPERATOR along with the due date of payment. IPTV OPERATOR shall be liable to make payment for Subscription Fee as per the monthly invoice raised by ZEEL within a period of Fifteen (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten15) days from the date of receipt of invoice through email or otherwise by the Subscriber Report IPTV OPERATOR (Due Date) without any deduction except deduction of withholding tax/ TDS as provided in this Agreement. For e.g. Invoice for Subscription Fee for the month of October 2022 shall be issued by ZEEL on or before 10th November 2022 and the payment for such invoice shall be made by the IPTV OPERATOR on or before 25th November 2022 (Due Date). Time is the essence of this Agreement and the IPTV OPERATOR shall be required to make all payments due to ZEEL, by the Due Date in accordance with the terms herein. 2. Within seven days of end of each month, the IPTV OPERATOR shall provide the subscriber report stating the number of subscribers along with the other reports for that month from in the Affiliateformat(s) set - out in ANNEXURE V attached herewith, based on which ZEEL shall raise an invoice on the IPTV OPERATOR. 3. In case the Affiliate IPTV OPERATOR fails to furnish send the Subscriber Report for the applicable month report within the applicable Subscriber Report Due Datesaid period of seven days from the end of each calendar month, the Authorized Representative ZEEL shall have the right to raise a provisional invoice on the Affiliate. However, the provisional invoice shall be (“Provisional Invoice”) for an amount not more than increased by ten percent (10%) of the Monthly License Fee that was “Subscription Fee” payable by the Affiliate IPTV OPERATOR to ZEEL for the immediate immediately preceding month, and the IPTV OPERATOR shall be under legal obligation to make the payment on the basis of such Provisional Invoice in accordance with the terms of this clause. 4. On receipt of the Subscriber Report for such month from the AffiliateThe Parties will carry out reconciliation, the Parties would conduct reconciliation between the provisional invoice Provisional Invoice raised by the Authorized Representative ZEEL and the Subscriber Report for such month monthly subscription reports sent by the Affiliate. IPTV OPERATOR, within three (c3) Affiliate shall be required to make payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice months from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time date of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split submission of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing Subscriber Report by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoeverIPTV OPERATOR. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. (a) The Affiliate 1. For each month during the Term of this Agreement, ZEEL shall provide to the Authorized Representative the Subscriber Report issue an invoice for the applicable month, detailing therein the opening, closing and average number of Subscribers for that month, Subscription Fee on or before 10th day of the applicable Subscriber Report Due Date. immediately succeeding month, based on the monthly subscription report submitted by DTH OPERATOR, such invoice would clearly specify the payment due for the respective month for which the invoice is issued and arrears/ dues (bif any) Broadcaster payable by DTH OPERATOR along with the due date of payment. DTH OPERATOR shall be liable to make payment for Subscription Fee as per the monthly invoice raised by ZEEL within a period of Fifteen (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten15) days from the date of receipt of invoice through email or otherwise by the Subscriber Report DTH OPERATOR (Due Date) without any deduction except deduction of withholding tax/ TDS as provided in this Agreement. For e.g. Invoice for Subscription Fee for the month of October 2022 shall be issued by ZEEL on or before 10th November 2022 and the payment for such invoice shall be made by the DTH OPERATOR on or before 25th November 2022 (Due Date). Time is the essence of this Agreement and the DTH OPERATOR shall be required to make all payments due to ZEEL, by the Due Date in accordance with the terms herein. 2. Within seven days of end of each month, the DTH OPERATOR shall provide the subscriber report stating the number of subscribers along with the other reports for that month from in the Affiliateformat(s) set - out in ANNEXURE V attached herewith, based on which ZEEL shall raise an invoice on the DTH OPERATOR. 3. In case the Affiliate DTH OPERATOR fails to furnish send the Subscriber Report for the applicable month report within the applicable Subscriber Report Due Datesaid period of seven days from the end of each calendar month, the Authorized Representative ZEEL shall have the right to raise a provisional invoice on the Affiliate. However, the provisional invoice shall be (“Provisional Invoice”) for an amount not more than increased by ten percent (10%) of the Monthly License Fee that was “Subscription Fee” payable by the Affiliate DTH OPERATOR to ZEEL for the immediate immediately preceding month, and the DTH OPERATOR shall be under legal obligation to make the payment on the basis of such Provisional Invoice in accordance with the terms of this clause. 4. On receipt of the Subscriber Report for such month from the AffiliateThe Parties will carry out reconciliation, the Parties would conduct reconciliation between the provisional invoice Provisional Invoice raised by the Authorized Representative ZEEL and the Subscriber Report for such month monthly subscription reports sent by the AffiliateDTH OPERATOR, within three (3) months from the date of submission of Monthly Subscriber Report by the DTH OPERATOR. (c5. In case of default by the DTH OPERATOR on account of non-submission of Reports, it shall be deemed to be a material breach and entitle ZEEL to initiate appropriate steps for disconnection of signals of Zee Group Channel(s) Affiliate and / or 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 DTH 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. 6. The DTH OPERATOR shall be required to make payment payments with 15 days of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice/provisional invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required in accordance with the terms hereof, and any failure to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At do so on the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split part of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement DTH OPERATOR shall constitute a material breach hereunderhereunder and ZEEL be entitled to switch off the signals of Zee Group Channels to entire network of the DTH OPERATOR. Any payment(s) which remain unpaid beyond the applicable Payment Due Date Late payments shall also attract interest calculated from the date the payment was due until the date the payment is made in full at the a pro rata monthly rate of 181.5% per annum payable by Affiliate to the Authorized Representative(“Default Interest Rate”). The imposition and collection of interest on late payments does not constitute a waiver of Affiliatethe DTH OPERATOR’s obligation to make applicable payment(s) pay the Subscription Fee by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative ZEEL shall retain all of its other rights and remedies under the Agreement and/or Applicable LawsAgreement. (f) For 7. DTH OPERATOR shall make the sake payment of claritySubscription Fee irrespective of DTH OPERATOR’s collection of the invoiced monthly Subscription Fee from its sub- operator/affiliate/LCO/Subscribers in a timely manner, if under applicable Indian tax laws, any payments under the DTH OPERATOR shall pay the Subscription Fee on or before the Due Date prescribed in this Agreement. 8. DTH OPERATOR shall make payment of the Subscription 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 dues claimed by the Affiliate DTH OPERATOR and/or its affiliates, JVs, etc. from ZEEL, its affiliated companies (including any subsidiary and or associate entities of ZEEL), channel owners. 9. All payments of Subscription Fee hereunder are exclusive of all applicable taxes including works contract taxes, customs duties, excise duties, entertainment taxes, GST and other such taxes. All such applicable taxes shall be at DTH OPERATOR’s cost and will be charged at the prevailing rates by ZEEL to the Broadcaster, through DTH OPERATOR. 10. If payment of the Authorized Representative, are Subscription Fee is subject to deduction of any withholding taxes, then tax/ TDS in accordance with the Affiliate shall (i) deduct/withhold provisions of the applicable withholding tax amount in the name of Broadcaster whose PAN number is Indian Income Tax ▇▇▇▇▇▇▇ ▇▇▇▇, (ii) remit/deposit as amended, the DTH OPERATOR shall provide tax withholding certificates to ZEEL within such deducted withholding tax amount to the applicable Indian tax authority period as has been specified in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductionsIncome Tax Act/ Rules/ Notifications/ Circulars issued thereunder. (g) Except as stated 11. It is explicitly made clear that in Clause 5(e) the event of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (dispute including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representativecommercial terms, etc.). (h) All payments collected . arising out of the agreement, the DTH OPERATOR shall continue to make the payment of Subscription Fee as per the provision of Clause 9 read along with this ANNEXURE IV of this Agreement till such time the dispute is resolved. Appropriate adjustment in this regard shall be made by the Authorized Representative from respective parties on final adjudication of the Affiliate dispute. ANNEXURE V REPORT FORMAT Table – 1: State-wise Monthly Subscription for bouquet of pay Zee Group Channel and/or a-▇▇-▇▇▇▇▇ Channel Monthly Average Active Subscriber Level of a Zee Group Channels or bouquet shall be arrived at by averaging the number of subscribers subscribing Zee Group Channel or bouquets, as the case may be, recorded four times in a month, as provided in Table -1 and Table – 2 respectively. The number of subscribers shall be recorded at any point of time between 19:00 Hrs. to 23:00 Hrs. of the day. Table – 1 (a) : Monthly subscription for A-▇▇-▇▇▇▇▇ Channels Sl. No . Name of Zee Group Channel Zee A-▇▇- ▇▇▇▇▇ Code DTH Operator’ s Package Name / Add-on First In First Out Name / A- ▇▇-▇▇▇▇▇ Number of subscribe rs of the channel on 7th day of the month Number of subscribe rs of the channel on 14th day of the month Number of subscribe rs of the channel on 21st day of the month Number of subscribe rs of the channel on 28th day of the month Monthly Average Active Subscribe r Level of the Zee Group Channel (FIFO9) basis.=

Payment Terms. (a) The Affiliate 1. For each month during the Term of this Agreement, ZEEL shall provide to the Authorized Representative the Subscriber Report issue an invoice for the applicable month, detailing therein the opening, closing and average number of Subscribers for that month, Subscription Fee on or before 10th day of the applicable Subscriber Report Due Date. immediately succeeding month, based on the monthly subscription report submitted by IPTV OPERATOR, such invoice would clearly specify the payment due for the respective month for which the invoice is issued and arrears/ dues (bif any) Broadcaster payable by IPTV OPERATOR along with the due date of payment. IPTV OPERATOR shall be liable to make payment for Subscription Fee as per the monthly invoice raised by ZEEL within a period of Fifteen (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten15) days from the date of receipt of invoice through email or otherwise by the Subscriber Report IPTV OPERATOR (Due Date) without any deduction except deduction of withholding tax/ TDS as provided in this Agreement. For e.g. Invoice for Subscription Fee for the month of October 2022 shall be issued by ZEEL on or before 10th November 2022 and the payment for such invoice shall be made by the IPTV OPERATOR on or before 25th November 2022 (Due Date). Time is the essence of this Agreement and the IPTV OPERATOR shall be required to make all payments due to ZEEL, by the Due Date in accordance with the terms herein. 2. Within seven days of end of each month, the IPTV OPERATOR shall provide the subscriber report stating the number of subscribers along with the other reports for that month from in the Affiliateformat(s) set - out in ANNEXURE V attached herewith, based on which ZEEL shall raise an invoice on the IPTV OPERATOR. 3. In case the Affiliate IPTV OPERATOR fails to furnish send the Subscriber Report for the applicable month report within the applicable Subscriber Report Due Datesaid period of seven days from the end of each calendar month, the Authorized Representative ZEEL shall have the right to raise a provisional invoice on the Affiliate. However, the provisional invoice shall be (“Provisional Invoice”) for an amount not more than increased by ten percent (10%) of the Monthly License Fee that was “Subscription Fee” payable by the Affiliate IPTV OPERATOR to ZEEL for the immediate immediately preceding month, and the IPTV OPERATOR shall be under legal obligation to make the payment on the basis of such Provisional Invoice in accordance with the terms of this clause. 4. On receipt of the Subscriber Report for such month from the AffiliateThe Parties will carry out reconciliation, the Parties would conduct reconciliation between the provisional invoice Provisional Invoice raised by the Authorized Representative ZEEL and the Subscriber Report for such month monthly subscription reports sent by the AffiliateIPTV OPERATOR, within three (3) months from the date of submission of Monthly Subscriber Report by the IPTV OPERATOR. (c5. In case of default by the IPTV OPERATOR on account of non-submission of Reports, it shall be deemed to be a material breach and entitle ZEEL to initiate appropriate steps for disconnection of signals of Zee Group Channel(s) Affiliate and / or 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. 6. The IPTV OPERATOR shall be required to make payment payments with 15 days of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice/provisional invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required in accordance with the terms hereof, and any failure to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At do so on the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split part of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement IPTV OPERATOR shall constitute a material breach hereunderhereunder and ZEEL be entitled to switch off the signals of Zee Group Channels to entire network of the IPTV OPERATOR. Any payment(s) which remain unpaid beyond the applicable Payment Due Date Late payments shall also attract interest calculated from the date the payment was due until the date the payment is made in full at the a pro rata monthly rate of 181.5% per annum payable by Affiliate to the Authorized Representative(“Default Interest Rate”). The imposition and collection of interest on late payments does not constitute a waiver of Affiliatethe IPTV OPERATOR’s obligation to make applicable payment(s) pay the Subscription Fee by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative ZEEL shall retain all of its other rights and remedies under the Agreement and/or Applicable LawsAgreement. (f) For 7. IPTV OPERATOR shall make the sake payment of claritySubscription Fee irrespective of IPTV OPERATOR’s collection of the invoiced monthly Subscription Fee from its sub- operator/affiliate/LCO/Subscribers in a timely manner, if under applicable Indian tax laws, any payments under the IPTV OPERATOR shall pay the Subscription Fee on or before the Due Date prescribed in this Agreement. 8. IPTV OPERATOR shall make payment of the Subscription 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 dues claimed by the Affiliate IPTV OPERATOR and/or its affiliates, JVs, etc. from ZEEL, its affiliated companies (including any subsidiary and or associate entities of ZEEL), channel owners. 9. All payments of Subscription Fee hereunder are exclusive of all applicable taxes including works contract taxes, customs duties, excise duties, entertainment taxes, GST 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 Broadcaster, through IPTV OPERATOR. 10. If payment of the Authorized Representative, are Subscription Fee is subject to deduction of any withholding taxes, then tax/ TDS in accordance with the Affiliate shall (i) deduct/withhold provisions of the applicable withholding tax amount in the name of Broadcaster whose PAN number is Indian Income Tax ▇▇▇▇▇▇▇ ▇▇▇▇, (ii) remit/deposit as amended, the IPTV OPERATOR shall provide tax withholding certificates to ZEEL within such deducted withholding tax amount to the applicable Indian tax authority period as has been specified in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductionsIncome Tax Act/ Rules/ Notifications/ Circulars issued thereunder. (g) Except as stated 11. It is explicitly made clear that in Clause 5(e) the event of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (dispute including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representativecommercial terms, etc. arising out of the agreement, the IPTV OPERATOR shall continue to make the payment of Subscription Fee as per the provision of Clause 9 read along with this ANNEXURE IV of this Agreement 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. ANNEXURE V REPORT FORMAT Table – 1: State-wise Monthly Subscription for bouquet of pay Zee Group Channel and/or a-▇▇-▇▇▇▇▇ Channel Monthly Average Active Subscriber Level of a Zee Group Channels or bouquet shall be arrived at by averaging the number of subscribers subscribing Zee Group Channel or bouquets, as the case may be, recorded four times in a month, as provided in Table -1 and Table – 2 respectively. The number of subscribers shall be recorded at any point of time between 19:00 Hrs. to 23:00 Hrs. of the day. Table – 1 (a) : Monthly subscription for A-▇▇-▇▇▇▇▇ Channels Sl. No . Name of Zee Group Channel Zee A-▇▇- ▇▇▇▇▇ Code IPTV Operator’ s Package Name / Add-on Name / A- ▇▇-▇▇▇▇▇ Number of subscriber s of the channel on 7th day of the month Number of subscriber s of the channel on 14th day of the month Number of subscriber s of the channel on 21st day of the month Number of subscriber s of the channel on 28th day of the month Monthly Average Active Subscribe r Level of the Zee Group Channel (9) = (1) (2) (3) (4) (5) (6) (7) (8) [(5)+(6)+ (7)+(8)]/4 Table – 1 (b): Monthly subscription for bouquet of pay Zee Group Channels Sl. Name of the bouquet of pay Zee Group Channel Zee Bouquet Code IPTV Operator’ s Package Name / Add-on Name (if applicabl e) Number of subscrib er of the bouquet on 7th day of the month Number of subscrib ers of the bouquet on 14th day of the month Number of subscrib ers of the bouquet on 21st day of the month Number of subscrib er of the bouquet on 28th day of the month Monthly Average Active Subscriber Level of the bouquet (1) (2) (3) (4) (5) (6) (7) (8) (9) = [(5)+(6)+ (7)+(8)]/4 (i) Above information is required for all packages and Add-on offered by IPTV OPERATOR in which respective Zee Group Channel(s) is offered by the IPTV OPERATOR and also for Zee Group Channels offered by IPTV OPERATOR on A-▇▇-▇▇▇▇▇ Basis. (ii) IPTV OPERATOR Package Name and Add-on name not applicable in case subscriber has opted for Bouquet of Pay Zee Group Channels. (iii) City wise report is required to be furnished by the IPTV OPERATOR for its operational areas. (iv) Each set top box, located at a place indicated by the subscriber for receiving the signals of Zee Group Channels from the IPTV OPERATOR, shall constitute one subscriber. (v) The reports shall be generated in non-editable PDF format, with read only permissions. Table – 2: State-wise Total Active Subscriber Base of IPTV OPERATOR Sl. No. State Type of Subscribe r (SD / HD) Number of subscrib ers of the channel on 7th day of the month Number of subscrib ers of the channel on 14th day of the month Number of subscrib ers of the channel on 21st day of the month Number of subscrib ers of the channel on 28th day of the month Monthly Average Active Subscriber of the IPTV OPERATO R in State (8) = (1) (2) (3) (4) (5) (6) (7) [(4)+(5)+(6) +(7)]/4 3 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 IPTV network. Date of CAS Installation: CAS Version: CAS ID: , NETWORK ID: Location of CAS servers (Database servers, ECMG, EMMG): Details of Main and Backup CAS servers installed: Server time format and time zone: Database detail: With respect to the CAS installed at above mentioned headend and in terms of Schedule III and Schedule IX of the Interconnection Regulations , we confirm the following: 1. CAS does not have any facility to activate and deactivate STBs. 2. The current version of CAS does not have any history of hacking. 3. We have the capability of upgrading of CAS in case it gets hacked at any point of time. 4. The CAS is currently in use by other pay TV services providers including IPTV Operators and it has an aggregate of at least 1 million subscribers in the global pay TV market. 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 is independently capable of generating, recording, and maintaining logs, for the period of at least immediately preceding two consecutive years, corresponding to each command executed in the CAS including but not limited to activation and deactivation commands issued by the SMS. It is not possible to alter the data and logs recorded in the CAS. 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 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. 11. The CAS has the capability of upgrading STBs over-the-air (OTA), so that the connected STBs can be upgraded. 12. The CAS has the capacity to activate or deactivate services or STBs of at least 5% of the subscriber base of the IPTV Operator within 24 hours. 13. That we (CAS Company Name) are fully compliant to the requirements of CAS system as per schedule III and Schedule IX of the Interconnection Regulations. I_(_name) undertake that the information provided above is true and full disclosure of all the CAS system(s) provided to the said distributor has been made above and no information has been concealed. 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: ****** This is to certify that M/s Office at , having its Registered and having its headend at Date of SMS Installation: SMS Version: Location of SMS servers: SMS Database detail with number of instances created: With respect to the SMS installed at above mentioned headend and in terms of Schedule III and Schedule IX of the Interconnection Regulations, we confirm the following: 1. The installed SMS is currently in use by other pay TV service providers including IPTV Operators that have an aggregate of at least 1 million subscribers in the global pay TV market (wherever applicable). (h) All payments collected 2. The SMS has the capacity to activate or deactivate services or STBs of at least 5% of the subscriber base of the distributor within 24 hours. 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 Authorized Representative 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. The SMS shall be independently capable of generating, recording, and maintaining logs, for the period of at least immediate preceding two consecutive years, corresponding to each command executed in the SMS including but not limited to activation and deactivation commands (as per period of service). 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. 9. That we (SMS Company Name) are fully compliant to the requirements of SMS system as per schedule III and Schedule IX of the Interconnection Regulations. Please find enclosed sample log of all activations & deactivations of a particular channel generated from the Affiliate installed SMS system. I (_name) undertake that the information provided above is true and full disclosure of all the SMS system(s) provided to the said distributor has been made above and no information has been concealed. Thanking you, For (SMS company name) (Signature) Name: Designation: (not below the level of COO or CEO or CTO) Company seal: STB CONTENT PROTECTION DECLARATION (ON STB COMPANY LETTERHEAD) This is to certify that M/s having Registered Office at and having its Internet Protocol TV Headend at has taken Set-Top-Boxes (STB) mentioned below from our company for its distribution network. Please mention normal & Hybrid STB (Linux/Android) with model, Input and output detail: 5. We hereby confirm that the audio/video outputs of the STBs: 5. have the following copy protections as applicable: (a) Macro vision 7 or similar or better on composite video output. (b) High Bandwidth digital content protection (HDCP) 2.1 or similar or better copy protection on the HDMI & DVI output. (c) DTCP copy protection on the IP, USB or any applicable output ports. Thanking you, For (STB company name) (Signature) Name: Designation: (not below the level of COO or CEO or CTO) Company seal: 1. All the STBs should have Conditional Access. 2. The STB should be capable of decrypting the Conditional Access messages 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 receive the messages 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 including forced finger printing display 9. The STB must be compliant to the applicable Bureau of Indian Standards 10. The STBs should be addressable over the air to facilitate Over The Air (OTA) software upgrade. 11. The STBs with facilities for recording the programs shall be on First In First Out (FIFO) basishave a copy protection system.

Payment Terms. (a) The Affiliate shall provide to the Authorized Representative the Subscriber Report for the applicable month, detailing therein the opening, closing and average number of Subscribers for that month, on or before the applicable Subscriber Report Due Date. (b) The Broadcaster (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten) days of receipt of the Subscriber Report for such month from the Affiliate. In case the Affiliate fails to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Date, the Authorized Representative shall have the right to raise a provisional invoice on the Affiliate. However, the provisional invoice shall be for an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the Affiliate. (c) Affiliate shall be required to make payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. (a) The Affiliate shall provide to the Authorized Representative the Subscriber Report for the applicable month, detailing therein the opening, closing and average number of Subscribers for that month, on or before the applicable Subscriber Report Due Date. (b) Broadcaster (through the Authorized Representative) shall raise monthly invoices on the Operator, for the Subscribed Channels towards the applicable Monthly License Fee (Fees, together with applicable taxes, levies and cess) for the concerned month on the Operator within 10 7 (tenseven) days of receipt of the Subscriber Report for such month from of the Affiliate. Operator. (b) In case the Affiliate Operator fails to furnish the Subscriber Report for the applicable month within provide the applicable Subscriber Report Due Datewithin the prescribed period of seven (7) days, the Authorized Representative Broadcaster shall have the right to raise a provisional invoice on the Affiliate. However, the Operator (such provisional invoice shall amount to be for an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional last invoice raised by the Authorized Representative Broadcaster on the Operator and reconciliation shall be undertaken by the Parties once the applicable Subscriber Report is received from the Operator) and the Subscriber Report Operator shall be under obligation to pay the Monthly License Fees on the basis of such provisional invoice. The Operator understands and acknowledges that non-receipt of dispatched invoices from the Broadcaster shall not relieve the Operator from its obligation to make the payments of the Monthly License Fees within the Due Date (as defined below). In the event the Operator does not receive the invoice for such month sent a particular Month (as defined below) by the Affiliate15th day of such month, then the Operator shall promptly intimate the Broadcaster about the same and request for issuance of duplicate invoice. All such communication shall mandatorily be addressed/marked to the attention of Chief Financial Officer of the Broadcaster. Additionally, the Operator shall make payment of provisional Monthly License Fees (such amount to be not more than the last payment made by the Operator to the Broadcaster towards Monthly License Fees) and reconciliation shall be undertaken by the Parties once the applicable invoice is received by the Operator from the Broadcaster. (c) Affiliate The Operator shall be required pay to make payment of the applicable Broadcaster the Monthly License Fee invoice to the Authorized Representative in arrears within fifteen (15) days of receipt of such invoice from the Authorized Representative Broadcaster (“Payment Due Date”), without any deduction except deduction of withholding tax/TDS as provided in this Agreement. Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement Such payment shall be made together with in the name of “Disney Broadcasting (India) Limited” and shall be valid discharge of liability towards the Broadcaster towards payment of Monthly License Fees for the applicable month. It is understood and mutually agreed upon that for the purpose of this Agreement, the month shall start from 1st day of each calendar month and end on the last day of such month (“Month”). The Monthly License Fees are exclusive of all applicable indirect taxes including all and any service taxes, levies VAT, works contract taxes, customs duties, excise duties, entertainment taxes and cessother such taxes. At the time of making payment, Affiliate may specify the invoice number and invoice date against which All such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information taxes shall be shared by Affiliate in such manner as at the Operator’s cost and shall be requested from time charged at the prevailing rates by the Broadcaster to time by Broadcaster, through the Authorized RepresentativeOperator. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to Failure on the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of AffiliateOperator’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate part to make applicable payment of within the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunderon part of the Operator hereunder entitling the Broadcaster, to initiate against the Operator applicable legal proceedings available to the Broadcaster under Applicable Laws. Any payment(s) which remain unpaid beyond Additionally, any due payment from the applicable Payment Operator post expiry of the Due Date shall attract interest at the rate of 1824% (twenty four percent) per annum payable by Affiliate to until the Authorized Representativedate the due payment, along with the applicable interest, is paid in full. The imposition and collection of interest on late payments does not constitute a waiver of Affiliatethe Operator’s obligation to make applicable payment(s) pay the Monthly License Fee by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative Broadcaster, shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (fe) For the sake of clarity, if If under applicable Indian tax laws, any payments under this Agreement by the Affiliate from Operator to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxestax at source, then the Affiliate shall Operator shall (i) deduct/withhold the applicable withholding amount of income tax amount deducted at source in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, the Broadcaster, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative Broadcaster evidencing such statutory deductions. (f) No cash payments shall be made by the Operator towards the Monthly License Fees or any other dues whatsoever. However in the event a cheque is issued by the Operator and such cheque is dishonored or not approved or returned due to any reason whatsoever, without prejudice to the rights available to the Broadcaster under Applicable Laws, the Operator shall be liable to pay the Broadcaster, an amount of not less than Rs. 1,500/- for each such dishonored, disapproved or rejected cheque. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate The Operator shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized RepresentativeBroadcaster, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. (a) The Affiliate shall provide to the Authorized Representative Agent the Subscriber Report for the applicable month, detailing therein the opening, closing and average number of Subscribers for that month, on or before the applicable Subscriber Report Due Date. (b) The Broadcaster (through has specially authorized the Authorized Representative) Agent to raise monthly invoices on the Affiliate, on behalf of the Broadcaster, towards Monthly License Fee for the Subscribed Channels under this Agreement. Accordingly, the Authorized Agent, on behalf of the Broadcaster, shall raise monthly invoices (for the balance period of the Term beyond the Free Preview Period) towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten) days of receipt of the Subscriber Report for such month from the Affiliate. In case the Affiliate fails to furnish send the Subscriber Report for the applicable month within the applicable Subscriber Report Due Date, the Authorized Representative Agent shall have the right to raise a provisional invoice on the Affiliate. However, the provisional invoice shall be for an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative Agent and the Subscriber Report for such month sent by the Affiliate. (c) Affiliate shall be required to make payment of the applicable Monthly License Fee invoice to the Authorized Representative Agent within fifteen ten (1510) days of receipt of such invoice from the Authorized Representative Agent (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative Agent in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative Agent and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. (a) The Affiliate Licensee shall provide pay all Earned Royalties and Sublicense Fees for each Quarterly Period within *** of the end of such Quarterly Period. Licensee shall make all payments under this Agreement in US dollars. If any payments required hereunder are not received by Licensor on the date the same has become due and payable, Licensee shall pay to Licensor interest on the overdue undisputed payment from the date such payment was due to the Authorized Representative date of actual payment at a rate of ***, or if lower, the Subscriber Report for the maximum amount permitted under applicable month, detailing therein the opening, closing and average number of Subscribers for that month, on or before the applicable Subscriber Report Due DateLaw. (b) Broadcaster (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxesEarned Royalties, levies MAR payments, Milestone Payments, Sublicense Fees and cess) within 10 (ten) days of receipt of the Subscriber Report for such month from the Affiliate. In case the Affiliate fails to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Date, the Authorized Representative shall have the right to raise a provisional invoice on the Affiliate. However, the provisional invoice shall be for an amount not more than the Monthly License Fee that was all other sums payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the Affiliate. (c) Affiliate shall be required to make payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate Licensee under this Agreement shall be made together free and clear of and without deduction or withholding for any Taxes except as required by applicable Law. If Licensee is required by applicable Law to deduct or withhold any Taxes from such payments, then: (i) the amount payable by Licensee shall be increased so that after all such required deductions or withholdings are made (including deductions or withholdings applicable to additional amounts payable under this Section), Licensor receives an amount equal to the amount it would have received had no such deduction or withholding been made; and (ii) Licensee shall make such deductions or withholdings and timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable taxesLaw. As soon as practicable after any payment of Taxes by Licensee to a Governmental Authority pursuant to this Section, levies and cess. At Licensee shall deliver to Licensor the time original or certified copy of making a receipt issued by such Governmental Authority evidencing such payment, Affiliate may specify a copy of the invoice number and invoice date against which relevant return reporting such payment is being made by Affiliateor other evidence of such payment reasonably satisfactory to Licensor. (c) For the purpose of converting the local currency in which any royalties or other payments arise into US dollars, failing the rate of exchange to be applied shall be the rate of exchange in effect on the last business day of the calendar quarter to which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate relates as reported in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized RepresentativeWall Street Journal. (d) Any/all payments required to be If at any time any payment made by Affiliate Licensee under this Agreement shall is rescinded or must otherwise be paid by Affiliate restored or returned upon the insolvency, bankruptcy or reorganization of Licensee or otherwise, Licensee’s obligation to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and make such payment shall be valid discharge of Affiliate’s reinstated as though such payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoeverhad not been made. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. Licensee agrees to pay to Licensor all Fees as set out in the Order Form(s). All Fees are payable in accordance with the terms set out in, and in the currency specified in, the Order Form(s). Unless otherwise indicated on the invoice, all invoices are due upon receipt. Fees stated in the Order Form are exclusive of Taxes. Other than as provided for pursuant to Section 15 (aIndemnification), Licensor does not provide credits or refunds for Fees already due or paid. If Licensee wishes to decrease its Permitted Use of the Software, Licensee must notify Licensor sixty (60) The Affiliate shall provide days in advance. If Licensee wishes to increase its Permitted Use of the Authorized Representative Software, Licensee must notify Licensor in advance and pay any applicable Fees. Any invoice disputes must be initiated by Licensee in good faith and in writing; Licensee will be entitled to notify Licensor of any invoice dispute by the Subscriber Report for date that is thirty (30) days following the date of the applicable monthinvoice, detailing therein after which time the openinginvoice shall be deemed to be accepted by Licensee and will be due and payable in full. If Licensee initiates a dispute with regard to a particular invoice, closing any undisputed amounts charged on such invoice will continue to be due and average number of Subscribers for that month, on or before the applicable Subscriber Report Due Date. payable. Licensor and Licensee agree to use reasonable efforts to address and attempt to resolve any invoice dispute within thirty (b) Broadcaster (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten30) days of after Licensor’s receipt of the Subscriber Report for Licensee’s notice to Licensor regarding such month from the Affiliatedispute. In case the Affiliate fails With regard to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Dateany undisputed invoiced amount that is not paid when due, the Authorized Representative shall have Licensor reserves the right to raise charge, and Licensee agrees to pay, a provisional invoice late payment fee on the Affiliateunpaid balance from the due date until paid (whether before or after judgment) equal to the lesser of one and one half percent (1.5%) per month, or the maximum amount allowable by law. HoweverIf it is determined that Licensor properly charged any amount disputed and withheld by Licensee, the provisional invoice shall late fee will be for an amount not more than assessed and paid on the Monthly License Fee disputed, withheld amount. Licensee acknowledges that was payable by Licensor reserves the Affiliate for the immediate preceding month. On receipt right to suspend or interrupt Licensee’s use of the Subscriber Report Software, cease providing Updates and/or suspend delivery of technical support to Licensee for such month from any period during which any Fees due in accordance with the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report terms of this Agreement remain unpaid for such month sent by the Affiliate. (c) Affiliate shall be required to make payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days after Licensor provides advanced written notice (including by way of receipt email) of such invoice unpaid Fees to Licensee. In such event, Licensor shall not be precluded from exercising any additional remedies that might be available to it under the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Lawsor otherwise. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. (a) The Affiliate 1. For each month during the Term of this Agreement, ZEEL shall provide to the Authorized Representative the Subscriber Report issue an invoice for the applicable month, detailing therein the opening, closing and average number of Subscribers for that month, Subscription Fee on or before 10th day of the applicable Subscriber Report Due Date. immediately succeeding month, based on the monthly subscription report submitted by IPTV OPERATOR, such invoice would clearly specify the payment due for the respective month for which the invoice is issued and arrears/ dues (bif any) Broadcaster payable by IPTV OPERATOR along with the due date of payment. IPTV OPERATOR shall be liable to make payment for Subscription Fee as per the monthly invoice raised by ZEEL within a period of Fifteen (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten15) days from the date of receipt of invoice through email or otherwise by the Subscriber Report IPTV OPERATOR (Due Date) without any deduction except deduction of withholding tax/ TDS as provided in this Agreement. For e.g. Invoice for Subscription Fee for the month of October 2022 shall be issued by ZEEL on or before 10th November 2022 and the payment for such invoice shall be made by the IPTV OPERATOR on or before 25th November 2022 (Due Date). Time is the essence of this Agreement and the IPTV OPERATOR shall be required to make all payments due to ZEEL, by the Due Date in accordance with the terms herein. 2. Within seven days of end of each month, the IPTV OPERATOR shall provide the subscriber report stating the number of subscribers along with the other reports for that month from in the Affiliateformat(s) set - out in ANNEXURE V attached herewith, based on which ZEEL shall raise an invoice on the IPTV OPERATOR. 3. In case the Affiliate IPTV OPERATOR fails to furnish send the Subscriber Report for the applicable month report within the applicable Subscriber Report Due Datesaid period of seven days from the end of each calendar month, the Authorized Representative ZEEL shall have the right to raise a provisional invoice on the Affiliate. However, the provisional invoice shall be (“Provisional Invoice”) for an amount not more than increased by ten percent (10%) of the Monthly License Fee that was “Subscription Fee” payable by the Affiliate IPTV OPERATOR to ZEEL for the immediate immediately preceding month, and the IPTV OPERATOR shall be under legal obligation to make the payment on the basis of such Provisional Invoice in accordance with the terms of this clause. 4. On receipt of the Subscriber Report for such month from the AffiliateThe Parties will carry out reconciliation, the Parties would conduct reconciliation between the provisional invoice Provisional Invoice raised by the Authorized Representative ZEEL and the Subscriber Report for such month monthly subscription reports sent by the AffiliateIPTV OPERATOR, within three (3) months from the date of submission of Monthly Subscriber Report by the IPTV OPERATOR. (c5. In case of default by the IPTV OPERATOR on account of non-submission of Reports, it shall be deemed to be a material breach and entitle ZEEL to initiate appropriate steps for disconnection of signals of Zee Group Channel(s) Affiliate and / or 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. 6. The IPTV OPERATOR shall be required to make payment payments with 15 days of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice/provisional invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required in accordance with the terms hereof, and any failure to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At do so on the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split part of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement IPTV OPERATOR shall constitute a material breach hereunderhereunder and ZEEL be entitled to switch off the signals of Zee Group Channels to entire network of the IPTV OPERATOR. Any payment(s) which remain unpaid beyond the applicable Payment Due Date Late payments shall also attract interest calculated from the date the payment was due until the date the payment is made in full at the a pro rata monthly rate of 181.5% per annum payable by Affiliate to the Authorized Representative(“Default Interest Rate”). The imposition and collection of interest on late payments does not constitute a waiver of Affiliatethe IPTV OPERATOR’s obligation to make applicable payment(s) pay the Subscription Fee by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative ZEEL shall retain all of its other rights and remedies under the Agreement and/or Applicable LawsAgreement. (f) For 7. IPTV OPERATOR shall make the sake payment of claritySubscription Fee irrespective of IPTV OPERATOR’s collection of the invoiced monthly Subscription Fee from its sub- operator/affiliate/LCO/Subscribers in a timely manner, if under applicable Indian tax laws, any payments under the IPTV OPERATOR shall pay the Subscription Fee on or before the Due Date prescribed in this Agreement. 8. IPTV OPERATOR shall make payment of the Subscription 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 dues claimed by the Affiliate IPTV OPERATOR and/or its affiliates, JVs, etc. from ZEEL, its affiliated companies (including any subsidiary and or associate entities of ZEEL), channel owners. 9. All payments of Subscription Fee hereunder are exclusive of all applicable taxes including works contract taxes, customs duties, excise duties, entertainment taxes, GST 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 Broadcaster, through IPTV OPERATOR. 10. If payment of the Authorized Representative, are Subscription Fee is subject to deduction of any withholding taxes, then tax/ TDS in accordance with the Affiliate shall (i) deduct/withhold provisions of the applicable withholding tax amount in the name of Broadcaster whose PAN number is Indian Income Tax ▇▇▇▇▇▇▇ ▇▇▇▇, (ii) remit/deposit as amended, the IPTV OPERATOR shall provide tax withholding certificates to ZEEL within such deducted withholding tax amount to the applicable Indian tax authority period as has been specified in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductionsIncome Tax Act/ Rules/ Notifications/ Circulars issued thereunder. (g) Except as stated 11. It is explicitly made clear that in Clause 5(e) the event of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (dispute including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representativecommercial terms, etc. arising out of the agreement, the IPTV OPERATOR shall continue to make the payment of Subscription Fee as per the provision of Clause 9 read along with this ANNEXURE IV of this Agreement 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. ANNEXURE V REPORT FORMAT Table – 1: State-wise Monthly Subscription for bouquet of pay Zee Group Channel and/or a-▇▇-▇▇▇▇▇ Channel Monthly Average Active Subscriber Level of a Zee Group Channels or bouquet shall be arrived at by averaging the number of subscribers subscribing Zee Group Channel or bouquets, as the case may be, recorded four times in a month, as provided in Table -1 and Table – 2 respectively. The number of subscribers shall be recorded at any point of time between 19:00 Hrs. to 23:00 Hrs. of the day. Table – 1 (a) : Monthly subscription for A-▇▇-▇▇▇▇▇ Channels Sl. No . Name of Zee Group Channel Zee A-▇▇- ▇▇▇▇▇ Code IPTV Operator’ s Package Name / Add-on Name / A- ▇▇-▇▇▇▇▇ Number of subscriber s of the channel on 7th day of the month Number of subscriber s of the channel on 14th day of the month Number of subscriber s of the channel on 21st day of the month Number of subscriber s of the channel on 28th day of the month Monthly Average Active Subscribe r Level of the Zee Group Channel (9) = (1) (2) (3) (4) (5) (6) (7) (8) [(5)+(6)+ (7)+(8)]/4 Table – 1 (b): Monthly subscription for bouquet of pay Zee Group Channels Sl. Name of the bouquet of pay Zee Group Channel Zee Bouquet Code IPTV Operator’ s Package Name / Add-on Name (if applicabl e) Number of subscrib er of the bouquet on 7th day of the month Number of subscrib ers of the bouquet on 14th day of the month Number of subscrib ers of the bouquet on 21st day of the month Number of subscrib er of the bouquet on 28th day of the month Monthly Average Active Subscriber Level of the bouquet (9) = (1) (2) (3) (4) (5) (6) (7) (8) [(5)+(6)+ (7)+(8)]/4 (i) Above information is required for all packages and Add-on offered by IPTV OPERATOR in which respective Zee Group Channel(s) is offered by the IPTV OPERATOR and also for Zee Group Channels offered by IPTV OPERATOR on A-▇▇-▇▇▇▇▇ Basis. (ii) IPTV OPERATOR Package Name and Add-on name not applicable in case subscriber has opted for Bouquet of Pay Zee Group Channels. (iii) City wise report is required to be furnished by the IPTV OPERATOR for its operational areas. (iv) Each set top box, located at a place indicated by the subscriber for receiving the signals of Zee Group Channels from the IPTV OPERATOR, shall constitute one subscriber. (v) The reports shall be generated in non-editable PDF format, with read only permissions. Table – 2: State-wise Total Active Subscriber Base of IPTV OPERATOR Sl. No. State Type of Subscribe r (SD / HD) Number of subscrib ers of the channel on 7th day of the month Number of subscrib ers of the channel on 14th day of the month Number of subscrib ers of the channel on 21st day of the month Number of subscrib ers of the channel on 28th day of the month Monthly Average Active Subscriber of the IPTV OPERATO R in State (8) = (1) (2) (3) (4) (5) (6) (7) [(4)+(5)+(6) +(7)]/4 3 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 IPTV network. Date of CAS Installation: CAS Version: CAS ID: , NETWORK ID: Location of CAS servers (Database servers, ECMG, EMMG): Details of Main and Backup CAS servers installed: Server time format and time zone: Database detail: With respect to the CAS installed at above mentioned headend and in terms of Schedule III and Schedule IX of the Interconnection Regulations , we confirm the following: 1. CAS does not have any facility to activate and deactivate STBs. 2. The current version of CAS does not have any history of hacking. 3. We have the capability of upgrading of CAS in case it gets hacked at any point of time. 4. The CAS is currently in use by other pay TV services providers including IPTV Operators and it has an aggregate of at least 1 million subscribers in the global pay TV market. 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 is independently capable of generating, recording, and maintaining logs, for the period of at least immediately preceding two consecutive years, corresponding to each command executed in the CAS including but not limited to activation and deactivation commands issued by the SMS. It is not possible to alter the data and logs recorded in the CAS. 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 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. 11. The CAS has the capability of upgrading STBs over-the-air (OTA), so that the connected STBs can be upgraded. 12. The CAS has the capacity to activate or deactivate services or STBs of at least 5% of the subscriber base of the IPTV Operator within 24 hours. 13. That we (CAS Company Name) are fully compliant to the requirements of CAS system as per schedule III and Schedule IX of the Interconnection Regulations. I_(_name) undertake that the information provided above is true and full disclosure of all the CAS system(s) provided to the said distributor has been made above and no information has been concealed. 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: ****** This is to certify that M/s Office at , having its Registered and having its headend at Date of SMS Installation: SMS Version: Location of SMS servers: SMS Database detail with number of instances created: With respect to the SMS installed at above mentioned headend and in terms of Schedule III and Schedule IX of the Interconnection Regulations, we confirm the following: 1. The installed SMS is currently in use by other pay TV service providers including IPTV Operators that have an aggregate of at least 1 million subscribers in the global pay TV market (wherever applicable). (h) All payments collected 2. The SMS has the capacity to activate or deactivate services or STBs of at least 5% of the subscriber base of the distributor within 24 hours. 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 Authorized Representative 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. The SMS shall be independently capable of generating, recording, and maintaining logs, for the period of at least immediate preceding two consecutive years, corresponding to each command executed in the SMS including but not limited to activation and deactivation commands (as per period of service). 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. 9. That we (SMS Company Name) are fully compliant to the requirements of SMS system as per schedule III and Schedule IX of the Interconnection Regulations. Please find enclosed sample log of all activations & deactivations of a particular channel generated from the Affiliate installed SMS system. I (_name) undertake that the information provided above is true and full disclosure of all the SMS system(s) provided to the said distributor has been made above and no information has been concealed. Thanking you, For (SMS company name) (Signature) Name: Designation: (not below the level of COO or CEO or CTO) Company seal: STB CONTENT PROTECTION DECLARATION (ON STB COMPANY LETTERHEAD) This is to certify that M/s having Registered Office at and having its Internet Protocol TV Headend at has taken Set-Top-Boxes (STB) mentioned below from our company for its distribution network. Please mention normal & Hybrid STB (Linux/Android) with model, Input and output detail: 5. We hereby confirm that the audio/video outputs of the STBs: 5. have the following copy protections as applicable: (a) Macro vision 7 or similar or better on composite video output. (b) High Bandwidth digital content protection (HDCP) 2.1 or similar or better copy protection on the HDMI & DVI output. (c) DTCP copy protection on the IP, USB or any applicable output ports. Thanking you, For (STB company name) (Signature) Name: Designation: (not below the level of COO or CEO or CTO) Company seal: 1. All the STBs should have Conditional Access. 2. The STB should be capable of decrypting the Conditional Access messages 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 receive the messages 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 including forced finger printing display 9. The STB must be compliant to the applicable Bureau of Indian Standards 10. The STBs should be addressable over the air to facilitate Over The Air (OTA) software upgrade. 11. The STBs with facilities for recording the programs shall be on First In First Out (FIFO) basishave a copy protection system.

Payment Terms. (a) The Affiliate LabOne shall provide to pay the Authorized Representative the Subscriber Report fees for the applicable month, detailing therein lease of the opening, closing Real Property and average number the Personal Property in accordance with the terms of Subscribers for that month, on or before the applicable Subscriber Report Due Date.Real Property Lease and as set forth in Annex B. (b) Broadcaster ChoicePoint shall submit in writing to LabOne, no more than once per month, one or more invoices covering its fees for the ChoicePoint Services rendered, and any out-of-pocket costs and expenses incurred, during such billing period. The invoices shall contain a summary description of the ChoicePoint Services rendered and the method of calculating the invoiced fees. LabOne shall pay such fees, in full, within twenty (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten20) days of after receipt of the Subscriber Report invoice to ChoicePoint Health Systems Inc., a subsidiary of ChoicePoint. (c) LabOne shall submit in writing to ChoicePoint, no more than once per month, one or more invoices covering its fees for the LabOne Services rendered, and any out-of-pocket costs and expenses incurred, during such month from billing period. The invoices shall contain a summary description of the AffiliateLabOne Services rendered and the method of calculating the invoiced fees. In case ChoicePoint shall pay such fees, in full, within twenty (20) days after receipt of the Affiliate invoice. (d) Any amount not paid by LabOne when due shall be subject to a late payment fee computed at a rate equal to one percent (1%) per month. LabOne agrees to pay ChoicePoint's reasonable attorneys' fees and other costs incurred in collection of any amount owed to ChoicePoint hereunder and not paid when due. Notwithstanding anything to the contrary contained in this Agreement, in the event LabOne fails to furnish the Subscriber Report make a payment when due hereunder, and such failure continues for the applicable month within the applicable Subscriber Report Due Datea period of ten (10) days following delivery of notice to LabOne of such failure, the Authorized Representative ChoicePoint shall have the right to raise a provisional invoice on cease provision of ChoicePoint Services to LabOne until such overdue payment (and any applicable late payment fees accrued with respect thereto) is paid in full. Such right of ChoicePoint shall not in any manner limit or prejudice any of ChoicePoint's other rights or remedies in the Affiliate. However, the provisional invoice shall be for an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt event of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the Affiliate. (c) Affiliate shall be required LabOne's failure to make payment of the applicable Monthly License Fee invoice payments when due hereunder, including, without limitation, any rights and remedies pursuant to the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoeverSection 11. (e) Failure Any amount not paid by ChoicePoint when due shall be subject to a late payment fee computed at a rate equal to one percent (1%) per month. ChoicePoint agrees to pay LabOne's reasonable attorneys' fees and other costs incurred in collection of any amount owed to LabOne hereunder and not paid when due. Notwithstanding anything to the Affiliate contrary contained in this Agreement, in the event ChoicePoint fails to make a payment when due hereunder, and such failure continues for a period of ten (10) days following delivery of notice to ChoicePoint of such failure, LabOne shall have the right to cease provision of LabOne Services to ChoicePoint until such overdue payment (and any applicable Monthly License Fee by late payment fees accrued with respect thereto) is paid in full. Such right of LabOne shall not in any manner limit or prejudice any of LabOne's other rights or remedies in the applicable Payment Due Date in terms event of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation ChoicePoint's failure to make applicable payment(s) by the applicable Payment Due Datepayments when due hereunder, and the Broadcaster through the Authorized Representative shall retain all of its other including, without limitation, any rights and remedies under the Agreement and/or Applicable Lawspursuant to Section 11. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. Not later than the last business day of each month[Not later than ten (a10) business days after the completion of all activities and the performance of all services], VENDOR shall submit to COMMISSION invoices[an invoice] for actual activities completed and services performed and the expenses incurred and paid by VENDOR (“actual expenses”) pursuant to this Agreement utilizing an invoice form (1) provided to VENDOR by COMMISSION or (2) prepared by VENDOR and approved as to form by COMMISSION. The Affiliate COMMISSION provided invoice forms shall provide describe in detail the services performed, deliverables provided, if applicable, and actual expenses incurred and paid by VENDOR during the prior month. The invoice forms prepared by VENDOR, and approved as to form by COMMISSION, shall include, at a minimum, the following information: VENDOR name, Program Name, Report Period, Invoice Amount, Approved Budget by Category, Year-to-Date (“YTD”) Actual Total, Approved Budget Total and Budget Balance. If there are any errors contained in any invoice submitted to COMMISSION, VENDOR shall describe and explain the error in VENDOR’s subsequent invoice submitted to COMMISSION. COMMISSION shall review each[the] invoice and notify VENDOR in writing within ten (10) business days after receipt of a properly completed invoice of any disputed amounts. COMMISSION shall pay VENDOR all undisputed invoice amounts within thirty (30) calendar days of COMMISSION’s receipt of a timely submitted invoice up to the Authorized Representative not to exceed amount set forth in Section III of this Agreement. COMMISSION shall make checks payable to VENDOR as listed in Section VII.Q [the Subscriber Report for the applicable monthPayee, detailing therein the opening«Payee_Name», closing and average number of Subscribers for that month, at «Payment_Address»]. If VENDOR fails to timely submit a properly completed invoice on or before the applicable Subscriber Report Due Date. (b) Broadcaster (through last business day of a month in accordance with this Section IV, COMMISSION shall process the Authorized Representative) shall raise monthly invoices towards late invoice in the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten) days of receipt of the Subscriber Report for such subsequent month from COMMISSION’s date of receipt. Provided that CONTRACTOR is in full compliance with all provisions of this Contract and is not in material breach of this Contract, COMMISSION shall make final payment in accordance with the Affiliateprovisions of this Section IV and upon VENDOR’s satisfactory completion of all activities and performance of all services. In case the Affiliate fails to furnish the Subscriber Report COMMISSION shall not be liable for the applicable month within the applicable Subscriber Report Due Date, the Authorized Representative shall have the right to raise a provisional payment of invoice amounts on the Affiliate. However, the provisional any invoice shall be for an amount not received by COMMISSION more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the Affiliate. ninety (c90) Affiliate shall be required to make payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) calendar days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify following the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demurdue date. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split CONTRACTOR’s submission of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement fraudulent invoices shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etcContract.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. (a) The Affiliate DEALER shall provide information and execute any documents necessary to enable DIRECTV to remit electronically any amounts payable to DEALER in accordance with this Agreement. DIRECTV reserves the Authorized Representative right to withhold any amounts payable to DEALER, until DEALER has submitted such necessary documents. DIRECTV shall pay DEALER the Subscriber Report for Prepaid Programming Commissions and Bonus Amounts within sixty-five (65) days after the end of the accounting month in which the Activation occurs, as determined by DIRECTV. DIRECTV shall pay DEALER the Continuing Service Commissions within sixty-five (65) days after the end of the accounting month in which DIRECTV receives the applicable monthpayment from a DEALER-Acquired Subscriber, detailing therein the opening, closing and average number of Subscribers for that month, on or before the applicable Subscriber Report Due Date. (b) Broadcaster (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten) days of receipt of the Subscriber Report for such month from the Affiliateas determined by DIRECTV. In case no event shall DIRECTV be required to pay Compensation until such time as accrued unpaid amounts total at least $50. From time to time, DIRECTV may make payments on a weekly or other basis. The Parties hereto agree and acknowledge that no expedited payments made by DIRECTV shall obligate DIRECTV to continue to do so or shall be construed to amend or modify the Affiliate fails payment terms expressly set forth herein. In addition, in lieu of requiring DEALER to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Dateremit to DIRECTV any amounts collected by DEALER on behalf of DIRECTV, the Authorized Representative DIRECTV shall have the right to raise a provisional invoice on the Affiliateoffset such amount against any Compensation payable to DEALER. However, the provisional invoice Any disputes regarding Compensation or any other amounts owed to DEALER by DIRECTV shall be for an amount not more submitted in writing to DIRECTV no later than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the Affiliate. ninety (c) Affiliate shall be required to make payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (1590) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”)payment by DIRECTV. Affiliate agrees DEALER acknowledges that any/all payment(s) required to no reconciliation will be made by Affiliate under this Agreement following such 90-day period, and DEALER hereby waives any claims regarding Compensation or any other amounts owed to DEALER following such 90-day period. DEALER shall be made together with applicable taxeshave the right, levies and cess. At the time of making paymentonce per calendar year, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split to request a schedule of the Monthly License Fee between such installation addresses and such information shall be shared Compensation earned by Affiliate in such manner as shall be requested from time to time by Broadcaster, through DEALER during the Authorized Representativeprior twelve month period. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. If DDN, in its sole discretion, decides to extend credit to Buyer, payment terms for Products shall be net thirty (a30) The Affiliate days from the date of the corresponding DDN invoice, provided that DDN may further extend any payment due date in its sole discretion. DDN will have the right, among other remedies, to suspend further performance under this and/or other agreements with Buyer in the event Buyer fails to make any payment when due. Buyer shall provide be liable for all expenses, including attorneys’ fees, relating to the Authorized Representative collection of past due amounts and/or DDN’s enforcement of this Sale Agreement. If any payment owed to DDN is not paid when due, it shall bear interest, at a rate to be determined by DDN, which shall not exceed the Subscriber Report for the applicable monthmaximum rate permitted by law, detailing therein the opening, closing and average number of Subscribers for that month, on or before the applicable Subscriber Report Due Date. (b) Broadcaster (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten) days of receipt of the Subscriber Report for such month from the Affiliatedate on which it is due until it is paid. In case Should Buyer’s financial position become unsatisfactory to DDN, immediate cash payments or security satisfactory to DDN may be required by DDN for future deliveries and/or for Products previously delivered. REJECTIONS s CANCELLATIONS: DDN may reject a Product order at any time (even after accepting such order), either orally or in writing, without liability. Buyer may not cancel a Product order without DDN’s prior written consent, which may be given or withheld at DDN’s sole discretion. DELIVERY: Unless otherwise agreed by the Affiliate fails parties in the attached quotation, DDN will ship Products Ex-Works, DDN’s shipping point, and DDN may, at its option, select the common carrier or use the carrier recommended by the Buyer (with the understanding that any carrier selected or used by DDN is not the agent of DDN). Risk of loss and/or damage, and title to furnish Products (except for software and firmware Products, which are licensed per the Subscriber Report for “Licensed Products” paragraph below), shall pass from DDN to Buyer upon delivery to and receipt by the applicable month within the applicable Subscriber Report Due Datecarrier or other delivery service. All Product delivery dates are approximate and not guaranteed, the Authorized Representative and DDN shall have no liability for any late delivery or non-delivery. DDN reserves the right to raise a provisional invoice on make partial shipments. DDN, at its option, shall not be bound to tender delivery of any Products for which Buyer has not provided shipping instructions. If the Affiliate. Howevershipment of any Products is postponed or delayed by Buyer for any reason, the provisional invoice shall be for an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the Affiliate. (c) Affiliate shall be required to make payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇ agrees to reimburse DDN for any and all storage costs and other additional expenses resulting there from. RESELLER: DDN is an authorized reseller of products and services provided by its corporate affiliates. Such affiliates may provide products and services, as permitted by applicable law. All products and services are subject to the terms of the Sale Agreement provided by DDN or its corporate affiliate. LIMITED WARRANTY: Certain of the hardware, software, and firmware Products are covered by a limited warranty, the terms and limitations of which are set forth in the applicable Warranty Agreement or EULA. Copies of the applicable Warranty Agreement and/or ▇▇▇▇ accompany the corresponding Product or may be found at www. ▇▇▇.▇▇▇/company/resource-library. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY SET FORTH IN THE WARRANTY AGREEMENT OR EULA, ALL PRODUCTS AND SUPPORT SERVICES ARE PROVIDED TO BUYER “AS IS”, AND DDN AND ITS SUPPLIERS AND LICENSORS DO NOT MAKE AND SPECIFICALLY DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES OF EVERY KIND RELATING TO PRODUCTS AND SUPPORT SERVICES AND/OR THE USE THEREOF (ii) remitINCLUDING, WITHOUT LIMITATION, ALL EXPRESS AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.OR NON-INFRINGEMENT). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. (a) The Affiliate a. For each month during the Term of this Agreement, CMPL shall provide to the Authorized Representative the Subscriber Report issue an invoice for the applicable month, detailing therein the opening, closing and average number of Subscribers for that month, Subscription Fee on or before 10th day of the applicable Subscriber Report Due Date. immediately succeeding month, based on the monthly subscription report submitted by DPO, such invoice would clearly specify the payment due for the respective month for which the invoice is issued and arrears/ dues (bif any) Broadcaster payable by DPO along with the due date of payment. DPO shall be liable to make payment for Subscription Fee as per the monthly invoice raised by CMPL within a period of Fifteen (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten15) days from the date of receipt of invoice through email or otherwise by the Subscriber Report DPO (Due Date) without any deduction except deduction of withholding tax/ TDS as provided in this Agreement. For e.g. Invoice for Subscription Fee for the month of November 2017 shall be issued by CMPL on or before 10thDecember, 2017 and the payment for such invoice shall be made by the DPO on or before 25thDecember 2017 (Due Date). b. Within seven days of end of each month, the DPO shall provide the subscriber report stating the number of subscribers along with the other reports for that month from in the Affiliate. format(s) set - out in ANNEXUREVII attached herewith, based on which CMPL shall raise an invoice on the DPO. c. In case the Affiliate DPO fails to furnish send the Subscriber Report for the applicable month report within the applicable Subscriber Report Due Datesaid period of seven days from the end of each calendar month, the Authorized Representative CMPL shall have the right to raise a provisional invoice on the Affiliate. However, the provisional invoice shall be (“Provisional Invoice”) for an amount not more than increased by ten percent (10%) of the Monthly License Fee that was “Subscription Fee” payable by the Affiliate DPO to CMPL for the immediate immediately preceding month. On receipt , and the DPO shall be under legal obligation to make the payment on the basis of such Provisional Invoice in accordance with the Subscriber Report for such month from terms of this clause. d. Notwithstanding anything contained in this Agreement, if the AffiliateDPO fails to make payment on the Due Date, any Incentives that are availed by the DPO as per the Incentive Scheme shall be reversed and not applicable. e. The Parties would conduct reconciliation will carry out reconciliation, between the provisional invoice Provisional Invoice raised by the Authorized Representative CMPL and the Subscriber Report for such month monthly subscription reports sent by the AffiliateDPO, within three (3) months from the date of issue of Provisional Invoice. (cf. In case of default by the DPO on account of non-submission of Reports, it shall be deemed to be a material breach and entitle CMPL to initiate appropriate steps for disconnection of signals of CMPL Group Channel(s) Affiliate and / or termination of this Agreement for material breach of this Agreement. In such an event CMPL shall have an option to levy an additional charge for said material breach whereby the DPO shall be liable to pay to CMPL 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. g. The DPO shall be required to make payment payments with 15 days of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice/provisional invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together in accordance with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Datehereof, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.failure

Payment Terms. (aPayment by Employee as set forth in Exhibit B shall be made via automatic payroll deduction from Employee paycheck(s) The Affiliate per month. Additionalinformation may be providedvia a Case Information Form however suchinformation shall provide not be binding. In the event of any contradictory terms between the Case Information Form and the terms of the Agreement, the terms of the Agreement shall control. Partner or Partner’s designated administrator shall remit to NortonLifeLock or NortonLifeLock’s designated TPA the applicable fees within 30 days of the date of the applicable invoice. Such invoices shall set forth all fees due and payable by Employees for Services renderedin the previous month. Payment as set forth in Exhibit B will be made by Partner per month. Additional information may be provided via a Case Information Form however such information shall not be binding. In the event of any contradictory terms between the Case Information Form and the terms of the Agreement, the terms of the Agreement shall control. Partner or Partner’s designated administrator shall remit to NortonLifeLock or NortonLifeLock’s designated TPA the applicable fees within 30 days of the date of the applicable invoice. Such invoices shall set forth all fees due and payable by Partner for Services rendered in the previous month. Both Employee and Partner will contribute to the Authorized Representative the Subscriber Report for the applicable month, detailing therein the opening, closing and average number of Subscribers for that month, on or before the applicable Subscriber Report Due Date. (b) Broadcaster (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten) days of receipt of the Subscriber Report for such month from the Affiliate. In case the Affiliate fails to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Date, the Authorized Representative shall have the right to raise a provisional invoice on the Affiliate. However, the provisional invoice shall be for an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the Affiliate. (c) Affiliate shall be required to make payment of the applicable Monthly License Services as proportioned in the Fee invoice to Schedule. Payment by Employee, denoted as Employee Price, shall be made via automatic payroll deduction from Employee paycheck(s) per month. Payment as set forth in the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to Exhibit B will be made by Affiliate under this Agreement shall Partner per month. Additional information may be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and providedvia a Case Information Form however such information shall not be shared by Affiliate in such manner as shall be requested from time to time by Broadcasterbinding. In the event of any contradictory terms between the Case Information Form and the terms of the Agreement, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this terms of the Agreement shall be paid by Affiliate control. Partner and/or Partner’s designated administrator who is handling the Employee payment via automatic payroll deduction, shall remit to NortonLifeLock or NortonLifeLock’s designated TPA the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure Total Fee for each LifeLock Service within 30 days of the Affiliate to make payment date of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement invoice. Such invoices shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum set forth all fees due and payable by Affiliate to the Authorized Representative. The imposition Employees and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount Partner for Services rendered in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductionsprevious month. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. Purchase Orders will be invoiced on a pro forma basis (aa pro forma invoice is issued in advance of the official invoice) The Affiliate as soon as reasonably practical after receipt of Purchase Order and will include both manufacturing price and royalties payable pursuant to Section 9 hereto for each Unit of Licensed Products ordered. Each invoice will be payable either on a cash-in-advance basis or pursuant to a letter of credit. If the cash in advance option is selected, then upon issuance of a pro forma invoice to Publisher by SCEA, Publisher shall immediately forward to a Designated Manufacturing Facility the invoice amount. Such amount shall be payable in United States dollars and remitted by wire transfer to such bank account as shall be designated by SCEA or a Designated Manufacturing Facility for such purpose. Upon receipt of such amount by a Designated Manufacturing Facility, SCEA shall release the Publisher's Purchase Order to a Designated Manufacturing Facility for production. If the letter of credit option is selected, then at the time a Purchase Order is placed with SCEA, Publisher shall provide to SCEA an irrevocable letter of credit in favor of SCEA and payable at sight. The letter of credit must either be issued by a bank acceptable to SCEA or confirmed, at Publisher's expense, if so requested by SCEA. The letter of credit shall be in United States dollars in an amount equal to the Authorized Representative manufacturing price determined pursuant to Section 7.2.1 and the Subscriber Report royalty determined pursuant to Section 9 for the applicable month, detailing therein the opening, closing and average number of Subscribers for that month, on or before the applicable Subscriber Report Due Date. (b) Broadcaster (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten) days of receipt each Unit of the Subscriber Report for such month from the AffiliateLicensed Product ordered. In case the Affiliate fails All associated banking charges with respect to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Date, the Authorized Representative shall have the right to raise a provisional invoice on the Affiliate. However, the provisional invoice shall be for an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt payments of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative manufacturing costs and the Subscriber Report for such month sent by the Affiliate. (c) Affiliate shall be required to make payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever royalties (including but not limited to the costs of obtaining a letter of credit) shall be borne solely by virtue Publisher. If permitted by SCEA, SCEA may at its sole discretion extend credit terms and limits to Publisher. SCEA may also at any time revoke such credit terms and limits as extended. If Publisher qualifies for such credit terms, then orders will be invoiced upon shipment and each invoice will be paid within thirty (30) days of the date of the invoice. [**]. Publisher shall be additionally liable for all of SCEA's costs and expenses of collection, including, without limitation, reasonable fees for attorneys and court costs. No deduction may be made from remittances unless an approved credit memo has been issued by SCEA. No claim for credit due to shortage or breakage will be allowed unless it is made within seven (7) days after Publisher receives the Licensed Product, and SCEA assumes no responsibility for shortage or breakage if Packaging and assembly services are obtained from alternate sources. Each shipment of Licensed Products to Publisher shall constitute a separate sale to Publisher, whether said shipment be whole or partial fulfillment of any alleged loss order. Notwithstanding the foregoing, nothing in this Section shall excuse or be construed as a waiver of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etcPublisher's obligation to timely provide any and all payments owed to SCEA hereunder.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. 2.1 It is the responsibility of the Provider to request funding from the Council for any Child seeking funding for a Funded Placement within thirty (a30) Working Days of the date of the delivery of the Services to any Child (the “Submission Period”) using the relevant forms as detailed in the Early Years Admissions Policy. The Affiliate Council shall provide have no liability to make payments to the Authorized Representative Provider in respect of payment requests received after the Subscriber Report expiry of Submission Period. The Council will not consider or accept retrospective requests for payment for any Child for any payment for a service where the applicable month, detailing therein Council has not yet agreed a Funded Placement. Payment will be made for any relevant claim only once a Funded Placement is approved by the opening, closing and average number of Subscribers for that month, on or before the applicable Subscriber Report Due DateCouncil. (b) Broadcaster (through 2.2 Payment for a Funded Placement shall be made in monthly instalments to the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten) days of receipt Provider. Payment will be made subject to continued performance of the Subscriber Report for such month Service during the Period of Contract. 2.3 Where any subsequent payments are due these will be adjusted to reflect the actual information submitted by the Provider in accordance with the Early Learning and Childcare Admissions Policy. 2.4 The method of payment to the Provider will be Banker’s Automated Credit Systems Transfer (BACS) in monthly instalments being paid in arrears throughout the year. 2.5 In the event of an overpayment of the Price (including circumstances where monies have been claimed from the Affiliate. In case the Affiliate fails to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Date, the Authorized Representative shall have the right to raise a provisional invoice on the Affiliate. However, the provisional invoice shall be Council for an amount not Eligible Child which amounts to more than the Monthly License Fee that was payable total entitlement for said Eligible Child) the sum equal to the amount of the overpayment shall be repayable to the Council and shall be deducted by way of adjustment to the Price paid by the Affiliate Council in subsequent instalments. 2.6 The Council will not reclaim funding where funded entitlement cannot be delivered for short periods, such as individual children being absent due to illness or holidays as notified by the parent(s)/ guardian(s)/ Carer(s). In certain circumstances (e.g. illness) funding may be continued for a child’s absence for longer periods of time, where the Provider has the relevant documentary evidence from parent(s)/ guardian(s)/ carer(s). This will be considered at the discretion of the Early Years’ Service. Payment in circumstances such as premises being closed as a result of an emergency, loss of services, adverse weather/snow days or other unforeseen circumstances will be considered on a case by case basis. Information should be provided to the Early Years’ Service for consideration as soon as the situation is known and in advance of closure where possible. 2.7 Payment by the Council of the Price does not imply acceptance by the Council that the Service has been performed satisfactorily. 2.8 The Council shall be entitled to recover from the Provider any of the payments made in Conditions 1.1.1, 1.1.2, 1.1.3 or 1.4 of this Schedule Part 6 in respect of services where the Service has not been performed or has not been performed to the Council’s satisfaction, acting reasonably, or where the Contract has been terminated in accordance with the Conditions of Contract and such repayment shall be due within 30 days of the Provider’s receipt of a written demand for the immediate preceding month. On receipt of the Subscriber Report for such month same from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the AffiliateCouncil. (c) Affiliate shall be required to make payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. (a) The Affiliate shall provide to the Authorized Representative the Subscriber Report for the applicable month, detailing therein the opening, closing and average number a. Payments of Subscribers for that month, on or before the applicable Subscriber Report Due Date. (b) Broadcaster (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten) days of receipt of the Subscriber Report for such month from the Affiliate. In case the Affiliate fails to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Date, the Authorized Representative shall have the right to raise a provisional invoice on the Affiliate. However, the provisional invoice shall be for an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the Affiliate. (c) Affiliate shall be required to make payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate Development Costs under this Agreement shall be made together by United Therapeutics to Supernus within 30 days after United Therapeutics’ receipt of Supernus’ invoice. In the event that United Therapeutics disputes any Development Cost, it shall pay the undisputed amount of Supernus’ invoice as provided above, and shall, within 15 Business Days of receipt of Supernus’ invoice, provide written notice to Supernus identifying the disputed charge and providing a detailed explanation of the nature of its position with applicable taxesrespect to disputed amount. If a notice of disagreement shall be duly delivered, levies Supernus and cessUnited Therapeutics shall, during the 30 days following such delivery, use their best efforts to reach agreement on the disputed charges or amounts. At If during such period, Supernus and United Therapeutics are unable to reach such agreement, either Supernus or United Therapeutics by notice to the time other party may initiate the process whereby they shall promptly jointly retain a nationally recognized accounting firm (the “Accounting Referee”) and cause it to promptly review this Agreement and the disputed charges or amounts and to resolve the disputed charges or amounts. The Accounting Referee shall deliver to Supernus, as promptly as practicable but no later than 45 days, a report setting forth its calculation of making paymentthe disputed charges or amounts. Such report shall be final and binding upon Supernus and United Therapeutics and any amount due to be paid or reimbursed, Affiliate as the case may specify be, shall promptly be paid or reimbursed by the invoice number appropriate party. The cost of such review and invoice date against report shall be borne by Supernus if the Accountant Referee finds in United Therapeutics favor and Supernus is required to reimburse United Therapeutics, or shall be borne by United Therapeutics, if the Accountant Referee finds in Supernus’ favor and United Therapeutics owes or has paid Supernus the disputed charges. b. Unless otherwise agreed between the Parties, all sums due under this Agreement to Supernus shall be paid in United States dollars. Net Sales shall be determined in accordance with GAAP in the currency in which each Licensed Product or Licensed Combination Product was sold and shall be converted into United States dollars using the average buying rate as published in the Wall Street Journal for the [2*] for which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representativedetermined. (d) Any/c. Other than as otherwise provided herein, all payments required to be made by Affiliate sums due under this Agreement shall be paid by Affiliate without deduction, set-off or counterclaim and shall be made in full without deduction of income, value added or other taxes, charges or duties that may be imposed, except (i) insofar as United Therapeutics is required to withhold or deduct the same to comply with Laws, and (ii) to the Authorized Representative extent that the determination of Net Sales incorporates such deductions. In the event that United Therapeutics is required to make any such deduction, it shall promptly provide Supernus with a certificate or other documentary evidence sufficient to enable Supernus to support a claim for a tax credit in Indian Rupees respect of any amount so withheld. d. If Laws require withholding of income taxes or other taxes imposed upon any payments by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster United Therapeutics to Supernus under this Agreement, Supernus shall provide United Therapeutics with applicable forms or documentation required by any applicable taxation Laws, treaties or agreements to such withholding or as necessary to claim a benefit due to Supernus thereunder (including, but not limited to Form W-8BEN or any successor forms) and United Therapeutics shall make such withholding payments as required and subtract such withholding payments from the payments due Supernus as set forth in this Agreement. No cash payments United Therapeutics will use commercially reasonable efforts consistent with its usual business practices and cooperate with Supernus to ensure that any withholding taxes imposed are reduced as far as possible under the provisions of the current or any future applicable taxation treaties or agreements between foreign countries. e. Interest shall be made payable by Affiliate towards United Therapeutics on any payments/dues whatsoever. (e) Failure amounts payable to Supernus under this Agreement which are not paid within 30 days of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement due date for payment. All interest shall constitute accrue and be calculated on a material breach hereunder. Any payment(sdaily [**] = CERTAIN CONFIDENTIAL INFORMATION OMITTED 38083233.1 basis (both before and after any judgment) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to [**] as published in the Authorized Representative. The imposition and collection Wall Street Journal on that due date, for the period from the due date for payment until the date of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Lawsactual payment. (f) For the sake of clarity, if under applicable Indian tax laws, f. Notwithstanding any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) other provision of this Agreement, Affiliate if at any time legal restrictions prevent the prompt remittance of part or all of the payments required hereunder in any country, payment shall be made through such lawful means or methods as United Therapeutics may determine. When in any country the Laws prohibit both the transmittal and deposit of royalties on sales in such a country, royalty payments shall be suspended for as long as such prohibition is in effect, and shall be paid within thirty (30) days after such prohibition ceases to be in effect all royalties that United Therapeutics would have no right been obligated to withhold transmit or claim adjustment/set off deposit, but for the Monthly License Fee under prohibition, shall be deposited or transmitted, as the case may be, to the extent allowable, less any transactional costs. United Therapeutics shall use reasonable commercial efforts to resolve with any country any prohibitions or suspensions of royalty payments. If the royalty rate specified in this Agreement should exceed the permissible rate established in any country, the royalty rate for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate sales in such country shall be on First In First Out (FIFO) basisadjusted to the highest legally permissible or government approved rate.

Payment Terms. Purchase Orders will be invoiced on a pro forma basis (aa pro forma invoice is issued in advance of the official invoice) The Affiliate as soon as reasonably practical after receipt of Purchase Order and will include both manufacturing price and royalties payable pursuant to Section 9 hereto for each Unit of Licensed Products ordered. Each invoice will be payable either on a cash-in-advance basis or pursuant to a letter of credit. If the cash in advance option is selected, then upon issuance of a pro forma invoice to Publisher by SCEA, Publisher shall immediately forward to a Designated Manufacturing Facility the invoice amount. Such amount shall be payable in United States dollars and remitted by wire transfer to such bank account as shall be designated by SCEA or a Designated Manufacturing Facility for such purpose. Upon receipt of such amount by a Designated Manufacturing Facility, SCEA shall release the Publisher's Purchase Order to a Designated Manufacturing Facility for production. If the letter of credit option is selected, then at the time a Purchase Order is placed with SCEA, Publisher shall provide to SCEA an irrevocable letter of credit in favor of SCEA and payable at sight. The letter of credit must either be issued by a bank acceptable to SCEA or confirmed, at Publisher's expense, if so requested by SCEA. The letter of credit shall be in United States dollars in an amount equal to the Authorized Representative manufacturing price determined pursuant to Section 7.2.1 and the Subscriber Report royalty determined pursuant to Section 9 for the applicable month, detailing therein the opening, closing and average number of Subscribers for that month, on or before the applicable Subscriber Report Due Date. (b) Broadcaster (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten) days of receipt each Unit of the Subscriber Report for such month from the AffiliateLicense Product ordered. In case the Affiliate fails All associated banking charges with respect to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Date, the Authorized Representative shall have the right to raise a provisional invoice on the Affiliate. However, the provisional invoice shall be for an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt payments of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative manufacturing costs and the Subscriber Report for such month sent by the Affiliate. (c) Affiliate shall be required to make payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever royalties (including but not limited to by virtue the costs of any alleged loss obtaining a letter of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (hcredit) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out borne solely by Publisher. If permitted by SCEA, SCEA may at its sole discretion extend credit terms and limits to Publisher. SCEA may also at any time revoke such credit terms and limits as extended. If Publisher qualifies for such credit terms, then orders will be invoiced upon shipment and each invoice will be paid within [*] days of the date of the invoice. All overdue sums owed nor otherwise payable to SCEA under this Section 7 and under Section 9 hereto shall bear interest at the rate of one and one-half (FIFO1-1/2%) basispercent per month, or such lower rate as may be the maximum rate permitted under applicable law, * Confidential portion omitted and filed separately with the Commission.

Payment Terms. (a) The Affiliate shall provide 4.1 Provided Contracting Party’s progress and/or completion of the Contracting Party’s services are to the Authorized Representative reasonable satisfaction of State, payments to the Subscriber Report Contracting Party shall be made by State on a reimbursement basis, after receipt from the Contracting Party and approval by State of (monthly or quarterly) Cost Reports requesting reimbursement, and certifying that such expenses have been incurred. Adequate supporting documentation (including copies of invoices, checks and other appropriate records reflecting expenses incurred) shall be attached to the reports. All original documentation supporting the reports shall be maintained by Contracting Party, and shall be subject to audit, as hereinafter stated. (If quarterly or 100% advance disbursement method is utilized in accordance with the guidelines for Line Item Appropriations, agencies must adjust language in this section accordingly). 4.2 Travel expenses, if any, shall be reimbursed only in the event that this agreement provides for such reimbursement, such travel expenses are included in the Contracting Party’s approved compensation, budget or allocated amount, and then only in accordance with Division of Administration Policy and Procedure Memorandum No. 49. Invoices and/or receipts for any pre-approved reimbursable expenses or travel expenses must be provided or attached to periodic invoices for reimbursement. 4.3 Reimbursements under this agreement will be allowed only for expenditures occurring between and including the dates of (authorized beginning date) and (authorized ending date), and this project and all of the Contracting Party’s services shall be completed by that date. Payment is contingent upon the availability of funds and upon the approval of this agreement by the Office of State Procurement. 4.4 The Contract Monitor shall monitor disbursements on a (monthly or at least quarterly) basis. Under circumstances such that the recipient entity has not demonstrated substantial progress towards goals and objectives, based on established measures of performance, further disbursements shall be discontinued until substantial progress is demonstrated or the entity has justified to the satisfaction of the agency reasons for the applicable month, detailing therein lack of progress. If the opening, closing and average number of Subscribers for agency determines that month, on or before the applicable Subscriber Report Due Date. (b) Broadcaster (through recipient failed to use the Authorized Representative) shall raise monthly invoices towards Line Item Appropriation within the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten) days of receipt estimated duration of the Subscriber Report for such month project or failed to reasonably achieve its specific goals and objectives, without sufficient justification, the agency shall demand that any unexpended funds be returned to the state treasury unless approval to retain the funds is obtained from the AffiliateDivision of Administration and the Joint Legislative Committee on the Budget. In case For public or quasi-public entities which are recipients under Act 3 of the Affiliate fails to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due DateSecond Extraordinary Session of 2017, the Authorized Representative transferring Agency shall have forward to the right to raise a provisional invoice legislative auditor, the Division of Administration, and the Joint Legislative Committee on the AffiliateBudget a report showing specific data regarding compliance with this Section and collection of any unexpended funds. However, the provisional invoice This report shall be submitted no later than May 1, 2017. (If the Cooperative Endeavor is with a non-governmental entity for an amount not more than economic development purposes, it must contain the Monthly License Fee that was payable by following: “If the Affiliate for Contracting Party defaults on the immediate preceding month. On receipt agreement, breaches the terms of the Subscriber Report for such month from the Affiliateagreement, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the Affiliate. (c) Affiliate ceases to do business, or ceases to do business in Louisiana it shall be required to make repay the state.” 4.5 Taxes: Contracting Party hereby agrees that the responsibility for payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice taxes from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate funds thus received under this Agreement agreement and/or legislative appropriation shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of AffiliateContracting Party’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies identified under the Agreement and/or Applicable LawsFederal tax identification number . (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. Payment of the Investment (a“Price”) The Affiliate shall provide is to be made by the Exhibitor in accordance with the Payment Terms above. Under no circumstances will the Exhibitor be permitted to participate in the event and/or occupy its exhibit space if full payment has not been received in cleared funds prior to the Authorized Representative event. If payment has not been received according to the Subscriber Report terms above, in addition to the remedy for the applicable monthbreach of contract, detailing therein the opening, closing and average number of Subscribers for that month, on or before the applicable Subscriber Report Due Date. (b) Broadcaster (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten) days of receipt of the Subscriber Report for such month from the Affiliate. In case the Affiliate fails to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Date, the Authorized Representative IQPC shall have the right to raise a provisional invoice on (1) Release the Affiliate. However, the provisional invoice shall be for an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the Affiliate. (c) Affiliate shall be required to make payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇contracted exhibit space or location reservation, (ii2) remit/deposit such deducted withholding tax amount to Suspend the applicable Indian tax authority Exhibitor’s involvement in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax lawany marketing activities, and (iii3) within Immediately charge the applicable statutory period as per Exhibitor’s credit card for the applicable Indian tax law, deliver all documents outstanding unpaid amounts. IQPC reserve the right to make such changes to the Authorized Representative evidencing time schedule, presenters or in the general plan of the Event as may be deemed necessary by IQPC management, to be in the best interest of the Event generally. If impractical to deliver because of circumstances outside of IQPC’s control, instead of cancellation or postponement, IQPC may elect to deliver the Event in whole or in part via an online platform. Requests by the Exhibitor regarding changes to marketing material (including logos), stand specifications, etc. are allowed until 14 days prior to the event date and will need to be in writing to the Exhibitorship Operations Manager. After this time there is no guarantee IQPC will be able to make the requested changes. IQPC may cancel or postpone an event as provided below. In the event that IQPC cancels an event for any reason, the Exhibitor’s payments at the date of cancellation will be credited to a future IQPC event to be mutually agreed between IQPC and the Exhibitor and will be valid for up to one year from the date of cancellation of the original event. Should the Exhibitor not utilise all or any of the credit provided in the case of a cancellation by IQPC within one year then such statutory deductions. (g) Except as stated unused credit will be forfeited. In the event that IQPC postpones an event for any reason, payments made by the Exhibitor at the postponement date will be credited towards the same event occurring on the rescheduled date. If the Exhibitor is unable to attend the rescheduled event, the Exhibitor’s payments made to the date of postponement of the original event will be credited towards a future IQPC event to be mutually agreed between IQPC and the Exhibitor and will be valid for up to one year from the date of the postponement of the event. Should the Exhibitor not utilise all or any of the credit provided in Clause 5(e) the case of this Agreement, Affiliate shall have a postponement by IQPC within one year then such unused credit will be forfeited. The Exhibitor has no right to withhold cancel or claim adjustment/postpone an event. The Parties acknowledge and agree that the provision of credit or refund as set off out above shall be the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue Exhibitor’s sole and exclusive remedy in respect of any alleged loss cancellation or postponement of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etcan event by IQPC.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. Customer shall pay TradeRev or TradeRev Partner (aif applicable) The Affiliate shall provide to the Authorized Representative Total Payment Amount by 4:00 PM (Eastern time) the Subscriber Report for day after the applicable month, detailing therein Vehicle is marked “Arrived” in the opening, closing and average number of Subscribers for that month, on or before TradeRev System (the applicable Subscriber Report Due Date. (b) Broadcaster (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten) days of receipt of the Subscriber Report for such month from the Affiliate. In case the Affiliate fails to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Date, the Authorized Representative shall have the right to raise a provisional invoice on the Affiliate. However, the provisional invoice shall be for an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the Affiliate. (c) Affiliate shall be required to make payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/For Customers who elect to participate in the TradeRev Pro monthly subscription plan, subscription fees are due and payable in advance on the sign‐up date (the “Subscription Fee Due Date”). (For example, if you signed up for TradeRev Pro on the 14th of May, your first payment would be due on May 14th and all payment(s) required to other payments would be made by Affiliate under this Agreement due on the 14th of each month thereafter). TradeRev Pro subscribers will automatically be charged the monthly subscription in accordance with their credit card authorization instructions. The Subscription Fee is not pro‐rated for partial months. For all other amounts owing, payment shall be made together with applicable taxesin Canadian dollars by electronic funds transfer, levies and cessby a pre‐ approved floor plan financing arrangement acceptable to TradeRev, or such other payment method approved by TradeRev (each a, “Payment Instrument”). At For Customers signed up for Auto Pay, funds owing will be automatically debited using the time of making paymentdefault payment method selected by the Customer if payment is not received by the Payment Due Date For Customers not signed up for Auto Pay, Affiliate may TradeRev will deduct the amounts via EFT. TradeRev reserves the right to specify the invoice number and invoice date against which such type of Payment Instrument it will accept from Customer where payment is being made to TradeRev or a TradeRev Partner. In addition to whatever rights of set‐off TradeRev may have in any jurisdiction where Vehicles are sold, if Customer or any party affiliated with Customer (each a “Customer Affiliate”) fails to pay Fees or other amounts owing when due to TradeRev or any TradeRev Partner, TradeRev will be entitled to immediately set off the amount owed by Customer and/or Customer Affiliate from any funds owing by TradeRev to Customer and/or Customer Affiliate. In addition, failing which Broadcaster if you fail to pay the Total Payment Amount by the Payment Due Date or the monthly subscription fee by the Subscription Fee due Date, we may: (through a) electronically debit your bank account or floor plan account in accordance with the Authorized Representativedefault payment method selected by you under your Automatic Payment Plan; (b) shall allocate deduct the payment received amount owing from Affiliate in such manner as Broadcaster any amounts payable by TradeRev to you; (through the Authorized Representativec) may deem fit and Affiliate shall accept such allocation without retain possession of any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared Vehicles owned or controlled by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. Customer or Customer Affiliate; (d) Any/withhold title documents until all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. amounts owed have been paid; (e) Failure of cancel the Affiliate to make sale transaction; (e) charge late payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract fees, and/or charge interest on any past due amounts at the rate of one and one half (1.5%) percent per month (18% per annum payable year) or the maximum rate allowed by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Datelaw, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement whichever is less; and/or Applicable Laws. (f) For the sake of claritypursue any other remedy or relief permitted by law. Any Payment Instrument withdrawn, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate rejected or returned for non‐sufficient funds (“NSF”) must be settled and replaced immediately. NSF transactions will be subject to a service charge up to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax maximum amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, allowed by law and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basisimmediately due and payable. You agree to pay all costs including, without limitation, legal fees and disbursements, court costs and other expenses reasonably incurred by TradeRev or a TradeRev Partner to collect any monies owing by you.

Payment Terms. (a) The Affiliate shall provide 5.1 In consideration for the provision of the Services, the Customer must pay to Atmail the Licence Fee. 5.2 In addition to the Authorized Representative Licence Fee, the Subscriber Report Customer must pay to Atmail any Overage Fees, Additional Fees and all Costs. 5.3 The Customer must pay the Fees within 14 days of Atmail issuing a tax invoice for the applicable month, detailing therein the opening, closing and average number of Subscribers for that month, on or before the applicable Subscriber Report Due Daterelevant Fees. 5.4 Atmail will issue tax invoices for the Fees as follows: a. where the Nominated Product is the ‘On-Premises Product’, ‘Premium Anti- Spam (b) Broadcaster On-premises)’ or ‘Premium Anti-Abuse (through On-premises)’, Atmail will issue a tax invoice for the Authorized Representative) shall raise Licence Fee on the Commencement Date and each Renewal Date for a minimum of one year in advance; b. where the Nominated Product is the ‘Cloud Hosted Product’, ‘Lawful Interception’, ‘Premium Antispam (Hosted)’ or ‘Premium Anti-Abuse (Hosted)’, Atmail will issue a tax invoice for equal monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten) days of receipt instalment payments of the Subscriber Report for such month from the Affiliate. In case the Affiliate fails to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Date, the Authorized Representative shall have the right to raise a provisional invoice Licence Fee on the AffiliateCommencement Date and each Monthly Debit Date in advance of providing the Services; c. Atmail will issue a tax invoice for any Additional Fees and Costs on the date which the relevant Additional Fees and Costs have been incurred, unless Atmail advises that the Additional Fees will be payable as an adjustment to the Licence Fee, in which case they will be invoiced as part of the Licence Fee accordingly; d. Overage Fees will be payable as an adjustment to the Licence Fee and will be invoiced accordingly. However, where the provisional Nominated Product is the ‘On-Premises Product’ or ‘Premium Antispam (On-premises)’, Atmail may also issue a tax invoice shall for the relevant Overage Fees on the date the Overage Accounts are requested pursuant to clause 4.6. 5.5 The Customer authorises Atmail to charge the Customer the Fees via the Payment Method on each date which a tax invoice is issued pursuant to clause 5.4 (Payment Date). 5.6 Atmail may vary the Payment Date without notice at times to account for: a. public holidays; b. variations between the number of days in a month (i.e. to process a payment due on the 31st on the 30th for 30-day months); c. leap years; or d. to re-attempt charging the Payment Method where a previous attempt has been unsuccessful. 5.7 Atmail will seek the Customer’s consent prior to incurring any Costs. 5.8 Each tax invoice issued by Atmail must be for an amount not more than the Monthly License Fee that was payable paid by the Affiliate Customer in cleared funds in accordance with the details on the relevant tax invoice. 5.9 In addition to the Fees, the Customer is liable for the immediate preceding month. On receipt any bank transfer fees, currency exchange fees, taxes, duties, dishonour fees and any other amounts payable to a third party as a result of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the Affiliate. (c) Affiliate shall be required to make Customer’s payment of the applicable Monthly License Fee invoice Fees. 5.10 The Customer must pay all Fees without deduction, set off or counterclaim. 5.11 The Customer will not receive any refund or discount to the Authorized Representative within fifteen (15) days Fees where the number of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing Accounts allocated by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards Customer during the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoeverTerm is less than the Quota. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. Licensee agrees to pay to Licensor all Fees as set out in the Order Form(s). All Fees are payable in accordance with the terms set out in, and in the currency specified in, the Order Form(s). Unless otherwise indicated on the invoice, all invoices are due upon receipt. Fees stated in the Order Form are exclusive of Taxes. Other than as provided for pursuant to Section 15 (aIndemnification), Licensor does not provide credits or refunds for Fees already due or paid. If Licensee wishes to decrease its Permitted Use of the Software, Licensee must notify Licensor sixty (60) The Affiliate shall provide days in advance. If Licensee wishes to increase its Permitted Use of the Authorized Representative Software, Licensee must notify Licensor in advance and pay any applicableFees. Any invoice disputes must be initiated by Licensee in good faith and in writing; Licensee will be entitled to notify Licensor of any invoice dispute by the Subscriber Report for date that is thirty (30) days following the date of the applicable monthinvoice, detailing therein after which time the openinginvoice shall be deemed to be accepted by Licensee and will be due and payable in full. If Licensee initiates a dispute with regard to a particular invoice, closing any undisputed amounts charged on such invoice will continue to be due and average number of Subscribers for that month, on or before the applicable Subscriber Report Due Date. payable. Licensor and Licensee agree to use reasonable efforts to address and attempt to resolve any invoice dispute within thirty (b) Broadcaster (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten30) days of after Licensor’s receipt of the Subscriber Report for Licensee’s notice to Licensor regarding such month from the Affiliatedispute. In case the Affiliate fails With regard to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Dateany undisputed invoiced amount that is not paid when due, the Authorized Representative shall have Licensor reserves the right to raise charge, and Licensee agrees to pay, a provisional invoice late payment fee on the Affiliateunpaid balance from the due date until paid (whether before or after judgment) equal to the lesser of one and one half percent (1.5%) per month, or the maximum amount allowable by law. HoweverIf it is determined that Licensor properly charged any amount disputed and withheld by Licensee, the provisional invoice shall late fee will be for an amount not more than assessed and paid on the Monthly License Fee disputed, withheld amount. Licensee acknowledges that was payable by Licensor reserves the Affiliate for the immediate preceding month. On receipt right to suspend or interrupt Licensee’s use of the Subscriber Report Software, cease providing Updates and/or suspend delivery of technical support to Licensee for such month from any period during which any Fees due in accordance with the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report terms of this Agreement remain unpaid for such month sent by the Affiliate. (c) Affiliate shall be required to make payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days after Licensor provides advanced written notice (including by way of receipt email) of such invoice unpaid Fees to Licensee. In such event, Licensor shall not be precluded from exercising any additional remedies that might be available to it under the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Lawsor otherwise. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. Principal and interest on this Note shall be due and payable as follows: (a) The Affiliate principal amount of this Note from time to time advanced and outstanding shall provide bear interest at the Applicable Interest Rate in effect from time to the Authorized Representative the Subscriber Report for the applicable month, detailing therein the opening, closing and average number of Subscribers for that month, on or before the applicable Subscriber Report Due Datetime. (b) Broadcaster (through Following the Authorized Representative) shall raise monthly invoices towards initial Advance hereunder and until the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten) days of receipt of the Subscriber Report for such month from the Affiliate. In case the Affiliate fails to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Construction Facility Conversion Date, the Authorized Representative Borrower shall have the right pay all accrued and unpaid interest to raise a provisional invoice Lender, commencing on the Affiliate. However, first applicable Payment Date after such initial Advance and continuing on each Payment Date thereafter through and including the provisional invoice shall be for an amount not more than month in which the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the AffiliateConstruction Facility Conversion Date occurs. (c) Affiliate Commencing on the first Payment Date following the Construction Facility Conversion Date and continuing on each Payment Date thereafter through and including the month in which the Construction Facility Maturity Date occurs, Borrower shall be required pay monthly installments of principal and accrued interest to make payment Lender, in an amount sufficient to fully amortize the outstanding principal balance of the applicable Monthly License Fee invoice to the Authorized Representative within this Note over a fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate year period in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representativesubstantially equal monthly payments. (d) Any/all payments required to be made by Affiliate under this Agreement Each payment from Borrower shall be paid by Affiliate to applied as provided in the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Credit Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate Lender will invoice Borrower, on a monthly basis, for interest and/or principal due by Borrower to make payment of the applicable Monthly License Fee by the applicable Lender under this Note, and should Borrower fail to pay any such interest and/or principal due on any Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, Lender, at its option and in its sole discretion, may debit any of Borrower’s accounts with Lender for the Broadcaster through the Authorized Representative shall retain all amount of its other rights and remedies under the Agreement such interest and/or Applicable Lawsprincipal due on such Monthly Payment Date. (f) For The entire outstanding balance of the sake principal sum and all accrued but unpaid interest thereon and all of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount ’s Obligations with respect to the applicable Indian tax authority Construction Facility shall be due and payable from Borrower hereunder in full on the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductionsConstruction Facility Maturity Date. (g) Except Interest shall be computed as stated provided in Clause 5(e) of this the Credit Agreement, Affiliate . Interest so computed shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement accrue for each and every day on which any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.)indebtedness remains outstanding hereunder. (h) All payments collected Remittances in an amount less than the required amount due under this Note on any Payment Date shall not, regardless of any receipt or credit issued therefor, constitute payment until the required amount is actually received by Lender in funds immediately available at the Authorized Representative from the Affiliate place where this Note is payable (or any other place as Lender, in ▇▇▇▇▇▇’s sole discretion, may have established by delivery of written notice thereof to Borrower) and shall be on First In First Out (FIFO) basismade and accepted subject to the condition that any check or draft may be handled for collection in accordance with the practice of the collecting bank or banks.

Payment Terms. Principal and interest on this Note shall be due and payable as follows: (a) The Affiliate principal amount of this Note from time to time advanced and outstanding shall provide bear interest at the Applicable Interest Rate in effect from time to the Authorized Representative the Subscriber Report for the applicable month, detailing therein the opening, closing and average number of Subscribers for that month, on or before the applicable Subscriber Report Due Datetime. (b) Broadcaster (through the Authorized Representative) Borrower shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxespay all accrued and unpaid interest to ▇▇▇▇▇▇, levies and cess) within 10 (ten) days of receipt of the Subscriber Report for such month from the Affiliate. In case the Affiliate fails to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Date, the Authorized Representative shall have the right to raise a provisional invoice commencing on the Affiliate. However, first applicable Payment Date after the provisional invoice shall be for an amount not more than initial Advance hereunder and continuing on each Payment Date thereafter through and including the Monthly License Fee that was payable by month in which the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the AffiliateMaturity Date occurs. (c) Affiliate Each payment from Borrower shall be required to make payment of applied as provided in the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized RepresentativeCredit Agreement. (d) Any/all payments required Lender will invoice Borrower, on a monthly basis, for interest and/or principal due by Borrower to be made by Affiliate Lender under this Agreement shall be paid by Affiliate Note, and should Borrower fail to pay any such interest and/or principal due on any Payment Date, Lender, at its option and in its sole discretion, may debit any of Borrower’s accounts with Lender for the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour amount of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoeverinterest and/or principal due on such Monthly Payment Date. (e) Failure The entire outstanding balance of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain principal sum and all accrued but unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition thereon and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount ’s Obligations with respect to the applicable Indian tax authority Revolving Facility shall be due and payable from Borrower hereunder in full on the Maturity Date. (f) Interest shall be computed as provided in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, Credit Agreement. Interest so computed shall accrue for each and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductionsevery day on which any indebtedness remains outstanding hereunder. (g) Except as stated Remittances in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off an amount less than the Monthly License Fee required amount due under this Agreement for Note on any reason whatsoever (including but not limited to by virtue Payment Date shall not, regardless of any alleged loss receipt or credit issued therefor, constitute payment until the required amount is actually received by Lender in funds immediately available at the place where this Note is payable (or any other place as Lender, in ▇▇▇▇▇▇’s sole discretion, may have established by delivery of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (hwritten notice thereof to Borrower) All payments collected by the Authorized Representative from the Affiliate and shall be on First In First Out (FIFO) basismade and accepted subject to the condition that any check or draft may be handled for collection in accordance with the practice of the collecting bank or banks.

Payment Terms. Licensee shall pay Licensor the License Fee for each Avail Year as follows: 4.4.1 For each Avail Year, Per-Program License Fees shall be calculated on a monthly basis and payable within thirty (30) days of the end of the calendar month in which such Per-Program License Fees are incurred. The Minimum Guarantee for the applicable Avail Year shall be applied against the aggregate total of all Per-Program License Fees due and payable during such Avail Year. If at any point during the applicable Avail Year, the aggregate total of all Per- Program License Fees due and payable exceeds the Minimum Guarantee for such Avail Year, Licensee shall pay the amount of such excess pursuant to the first sentence of this Section 4.2.1. Alternatively, if, at the end of the applicable Avail Year, the aggregate total of all Per-Program License Fees paid is less than the Minimum Guarantee, Licensee will pay the difference to Licensor within thirty (30) days of the end of the Avail Year. . 4.4.2 In the event that Licensee has entered or during the Term enters into a agreement, including all amendments and side letters thereto, with a Qualifying Studio for the license of films to Licensee for VOD exhibition on the VOD Service, pursuant to which (a) The Affiliate shall provide Licensee agrees to pay such Qualifying Studio a minimum guaranteed amount with respect to the Authorized Representative the Subscriber Report for the applicable month, detailing therein the opening, closing VOD exhibition of films and average number of Subscribers for that month, on or before the applicable Subscriber Report Due Date. (b) Broadcaster (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies any portion of such minimum guaranteed amount is due and cess) within 10 (ten) days of receipt payable by Licensee in advance of the Subscriber Report for period to which such month from the Affiliate. In case the Affiliate fails to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Dateguaranteed amount relates, the Authorized Representative then Licensee shall promptly notify Licensor and Licensor shall have the right to raise a provisional invoice on incorporate such payment schedule into this Agreement with respect to the Affiliate. However, the provisional invoice shall be Minimum Guarantee due for an amount each Avail Year that has not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt yet commenced as of the Subscriber Report for date it became effective as to such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the AffiliateQualifying Studio. (c) Affiliate shall be required 4.4.3 The parties acknowledge and agree that the provisions of this Article 4 are of the essence. Licensee covenants and agrees to make payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative Licensor hereunder in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoevera timely manner. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. License Fees shall be calculated for all Customer Transactions occurring during each calendar month of the Avail Term. With respect to each Included Program, not later than the date five (a5) The Affiliate business days after the end of each Accounting Period for which Licensee Fees are due with respect to each Included Program, Licensee shall provide send to Licensor a statement or statements (each an "Accounting Statement") setting forth the Authorized Representative following information reported by each Approved System for such Accounting Period: (i) the Subscriber Report for the applicable month, detailing therein the opening, closing and average number of Subscribers individual PPV Customer Transactions for that month, on or before such Included Program by PPV Customers and the applicable Subscriber Report Due Date. number of individual Customer Transactions for such Included Program by VOD Customers; (bii) Broadcaster the retail price(s) for such Included Program; (through iii) PPV License Fees and VOD License Fees for such Included Program; and (iv) the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten) days number of receipt Customers as of the Subscriber Report for end of such month from the AffiliateAccounting Period. In case the Affiliate fails The amount shown to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Date, the Authorized Representative shall have the right to raise a provisional invoice on the Affiliate. However, the provisional invoice be due Licensor shall be for an amount not more than paid concurrently with the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt rendition of the Subscriber Report respective Accounting Statement. Licensee shall also furnish such other information (including, without limitation, weekly VOD performance reports) as Licensor shall reasonably request, so long as Licensee is generally furnishing such information to any other Qualifying Content Provider, as well as weekly Infoquest PPV performance reports (so long as Licensee receives such reports from Infoquest (or such other entity as may be retained by Licensee in the future in lieu of Infoquest). Licensor may appoint a third party designee to receive or access all such reports and/or data for purposes of reorganizing or presenting such month from the Affiliatereports and/or data as requested by Licensor, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative provided that (A) any such designee agrees to keep such information confidential and the Subscriber Report for (B) Licensor shall assume all costs associated with such month sent by the Affiliate. (c) Affiliate shall be required to make payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of third party’s receipt or access of such invoice from reports and/or data. Without limiting any of Licensor’s rights or remedies hereunder, with respect to any Included Program, any License Fees not paid within 30 days after the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against on which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) due and payable shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without bear interest at any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split annual rate equal to 110% of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the prime lending rate of 18% per annum payable by Affiliate to the Authorized Representative▇.▇. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇ ▇▇▇▇▇, ▇ (ii) remit/deposit such deducted withholding tax amount to or the maximum rate permitted by law applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.if lower). (h) All payments collected by the Authorized Representative from the Affiliate 1.93.i The amount shown to be due Licensor shall be on First paid either by check payable to Licensor or by wire transfer as follows (or such other account specified in writing by Licensor and received by Licensee at least 15 days prior to the date of payment): if by corporate or cashier’s check sent via U.S. Mail: [Sony to provide.] In First Out (FIFO) basisthe event that Licensee develops an Internet website containing information relating to PPV and/or VOD buys, Licensee shall grant Licensor and Licensor’s designated data aggregator/reporter access to such site in the event that Licensee grants any other Qualifying Content Provider access to such website, so long as Licensor matches the same terms and conditions applicable to such other Qualifying Content Provider.

Payment Terms. A. PAYMENT The consulting fee will be $50,000 paid as follows. ANSYS will make a single lump sum payment of $25,000 by check sent via regular U.S. mail to the Consultant at her address of record within fourteen days of the Consulting Start Date. ANSYS will make 1 additional payment of $25,000 by check sent via regular U.S. mail to the Consultant at her address of record on the following date: August 8, 2024. The above-referenced payments will be made via wire transfer if Consultant prefers by providing the following information: Bank Name, Bank Routing and Transit Number, Account Number, and Name on Account. B. TRAVEL EXPENSES Only reasonable travel expenses approved in advance by ANSYS will be reimbursed. Travel expenses shall be separately listed by Consultant on her invoices. Travel expense invoices shall enumerate the date each travel expense was incurred, by whom it was incurred, the nature of the travel expense, and the provider of the service. Each invoice will be accompanied by all supporting receipts, bills, statements, or other similar documents. To be reimbursed, travel expenses must also comply with the following conditions: Airfare: ANSYS will only reimburse coach class airfare. Lodging: ANSYS will only reimburse single or double occupancy lodging in standard hotel rooms. Food: ANSYS will not reimburse expenses for alcohol or expenses for guests of Consultant, unless approved by an authorized ANSYS representative in advance. Car: ANSYS will only reimburse economy-class rental cars. Other than the above, no travel expenses of Consultant incurred or arising out of the work performed under this Work Statement will be reimbursed. If any reimbursement would constitute deferred compensation for purposes of Section 409A, such reimbursement will be subject to the following rules: (a) The Affiliate shall provide the amount to be reimbursed will be determined pursuant to the Authorized Representative the Subscriber Report for terms of the applicable monthbenefit plan or policy and shall be limited to Consultant’s lifetime, detailing therein (b) the opening, closing and average number amount eligible for reimbursement during any calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (c) any reimbursement of Subscribers for that month, an eligible executive shall be made on or before the applicable Subscriber Report Due Date. (b) Broadcaster (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten) days of receipt last day of the Subscriber Report for such month from calendar year following the Affiliate. In case calendar year in which the Affiliate fails to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Date, the Authorized Representative shall have the right to raise a provisional invoice on the Affiliate. However, the provisional invoice shall be for an amount not more than the Monthly License Fee that expense was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative incurred; and the Subscriber Report for such month sent by the Affiliate. (c) Affiliate shall be required to make payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required Consultant’s right to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does reimbursement is not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductionsliquidation or exchange for cash or another benefit. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. (a) The Affiliate shall provide BROADCASTER has to raise monthly invoices on the Authorized Representative the Subscriber Report Operator, for the applicable monthSubscribed Channels by the Operator under this Agreement. Accordingly, detailing therein the openingBROADCASTER, closing and average number of Subscribers for that month, on or before the applicable Subscriber Report Due Date. (b) Broadcaster (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (Fees, together with applicable taxes, levies and cess) for the concerned month on the Operator within 10 7 (tenseven) days of receipt of the Subscriber Report for such month from of the Affiliate. Operator. (b) In case the Affiliate Operator fails to furnish the Subscriber Report for the applicable month within provide the applicable Subscriber Report Due Datewithin the prescribed period of seven (7) days, the Authorized Representative BROADCASTER shall have the right to raise a provisional invoice on the Affiliate. However, the Operator (such provisional invoice shall amount to be for an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional last invoice raised by BROADCASTER on the Authorized Representative Operator and reconciliation shall be undertaken by the Parties once the applicable Subscriber Report is received from the Operator) and the Subscriber Report Operator shall be under obligation to pay the Monthly License Fees on the basis of such provisional invoice. The Operator understands and acknowledges that non‐receipt of dispatched invoices from BROADCASTER shall not relieve the Operator from its obligation to make the payments of the Monthly License Fees within the Due Date (as defined below). In the event the Operator does not receive the invoice for such month sent a particular Month (as defined below) by the Affiliate15th day of such month, then the Operator shall promptly intimate to BROADCASTER about the same and request for issuance of duplicate invoice. All such communication shall mandatorily be addressed/marked to the attention of Chief Financial Officer of BROADCASTER. Additionally, the Operator shall make payment of provisional Monthly License Fees (such amount to be not more than the last payment made by the Operator to BROADCASTER towards Monthly License Fees) and reconciliation shall be undertaken by the Parties once the applicable invoice is received by the Operator from BROADCASTER. (c) Affiliate The Operator shall be required pay to make payment of BROADCASTER the applicable Monthly License Fee invoice to the Authorized Representative in arrears within fifteen (15) days of receipt of such invoice from the Authorized Representative BROADCASTER, (“Payment Due Date”), without any deduction except deduction of withholding tax/TDS as provided in this Agreement. Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement Such payment shall be made together with in the name of “EENADU TELEVISION PRIVATE LIMITED” and shall be valid discharge of liability towards BROADCASTER towards payment of Monthly License Fees for the applicable month. It is understood and mutually agreed upon that for the purpose of this Agreement, the month shall start from 1st day of each calendar month and end on the 30th /31st day (as the case may be) of such month (“Month ”). The Monthly License Fees are exclusive of all applicable indirect taxes including all and any service taxes, levies VAT, works contract taxes, customs duties, excise duties, entertainment taxes and cessother such taxes. At the time of making payment, Affiliate may specify the invoice number and invoice date against which All such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information taxes shall be shared by Affiliate in such manner as at the Operator’s cost and shall be requested from time charged at the prevailing rates by BROADCASTER, to time by Broadcaster, through the Authorized RepresentativeOperator. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to Failure on the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of AffiliateOperator’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate part to make applicable payment of within the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunderon part of the Operator hereunder entitling BROADCASTER to initiate against the Operator applicable legal proceedings available to BROADCASTER under Applicable Laws. Any payment(s) which remain unpaid beyond Additionally, any due payment from the applicable Payment Operator post expiry of the Due Date shall attract interest at the rate of 1824% (twenty four percent) per annum payable by Affiliate to until the Authorized Representativedate the due payment, along with the applicable interest, is paid in full. The imposition and collection of interest on late payments does not constitute a waiver of Affiliatethe Operator’s obligation to make applicable payment(s) pay the Monthly License Fee by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative BROADCASTER, shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (fe) For the sake of clarity, if If under applicable Indian tax laws, any payments under this Agreement by the Affiliate from Operator to the Broadcaster, through the Authorized Representative, BROADCASTER are subject to deduction of withholding taxes, then the Affiliate Operator shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster BROADCASTER whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remitii)remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster BROADCASTER within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative BROADCASTER evidencing such statutory deductions. (f) No cash payments shall be made by the Operator towards the Monthly License Fees or any other dues whatsoever. However in the event a cheque is issued by the Operator and such cheque is dishonoured or not approved or returned due to any reason whatsoever, without prejudice to the rights available to BROADCASTER under Applicable Laws, the Operator shall be liable to pay BROADCASTER an amount of not less than Rs. 1,500/‐ for each such dishonoured, disapproved or rejected cheque. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate The Operator shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, BROADCASTER etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. (a) The Affiliate Royalty shall provide to be payable in arrears in quarterly installments, within thirty (30) days after the Authorized Representative approval of the Subscriber Report for corresponding quarterly financial statements (the audited annual financial statements in the case of the fiscal year's last quarter) by the Board. The Royalty payment at the end of each fiscal year shall be calculated by multiplying the final full year EBITDA based upon the audited financial statements of the Company by the applicable monthpercentage referred to in Section 3.1, detailing therein the openingand subtracting therefrom all prior Royalty installment payments made with respect to such fiscal year. Any excess payments shall be deducted from subsequent installments, closing and average number of Subscribers for that month, on or before the applicable Subscriber Report Due Dateat PRTC's option shall be promptly refunded by GTE. (b) Broadcaster Inasmuch as each year of this Agreement (through each, an "Agreement Year") runs over portions of two calendar years, the Authorized RepresentativeRoyalty shall be calculated by multiplying the Applicable Percentage for such Agreement Year by the sum of (i) the full year EBITDA for the calendar year during which the Agreement Year begins multiplied by a fraction, the numerator of which shall raise monthly invoices towards be the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten) number of days of receipt such Agreement Year in such calendar year and the denominator of which shall be 365, and (ii) the Subscriber Report for such month from the Affiliate. In case the Affiliate fails to furnish the Subscriber Report full year EBITDA for the applicable month within calendar year during which the applicable Subscriber Report Due DateAgreement Year ends multiplied by a fraction, the Authorized Representative shall have the right to raise a provisional invoice on the Affiliate. However, the provisional invoice numerator of which shall be for an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt number of the Subscriber Report for days of such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative Agreement Year in such calendar year and the Subscriber Report for such month sent by the Affiliatedenominator of which shall be 365. (c) Affiliate All payments shall be required to make payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) made after reduction for any tax required to be made withheld by Affiliate under PRTC, provided that the parties shall consult with each other as to the amount of any such tax required to be withheld. PRTC shall furnish GTE with such proof of payment of such tax as is required by the United States Internal Revenue Code (and regulations) to support a claim for a credit for taxes paid. (d) All payments to GTE pursuant to this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made in U.S. dollars to a bank account designated by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized RepresentativeGTE. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. (a) The Affiliate shall provide to the Authorized Representative the Subscriber Report for the applicable month, detailing therein the opening, closing and average number of Subscribers for that month, on or before the applicable Subscriber Report Due Date. (b) Broadcaster (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (Fees, together with applicable taxes, levies and cess) for the concerned month on the Operator within 10 7 (tenseven) days of receipt of the Subscriber Report for such month from of the Affiliate. Operator. (b) In case the Affiliate Operator fails to furnish the Subscriber Report for the applicable month within provide the applicable Subscriber Report Due Datewithin the prescribed period of seven (7) days, the Authorized Representative Broadcaster shall have the right to raise a provisional invoice on the Affiliate. However, the Operator (such provisional invoice shall amount to be for an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional last invoice raised by the Authorized Representative Broadcaster on the Operator and reconciliation shall be undertaken by the Parties once the applicable Subscriber Report is received from the Operator) and the Subscriber Report Operator shall be under obligation to pay the Monthly License Fees on the basis of such provisional invoice. The Operator understands and acknowledges that non-receipt of dispatched invoices from the Broadcaster shall not relieve the Operator from its obligation to make the payments of the Monthly License Fees within the Due Date (as defined below). In the event the Operator does not receive the invoice for such month sent a particular Month (as defined below) by the Affiliate15th day of such month, then the Operator shall promptly intimate the Broadcaster about the same and request for issuance of duplicate invoice. All such communication shall mandatorily be addressed/marked to the attention of Chief Financial Officer of the Broadcaster. Additionally, the Operator shall make payment of provisional Monthly License Fees (such amount to be not more than the last payment made by the Operator to the Broadcaster towards Monthly License Fees) and reconciliation shall be undertaken by the Parties once the applicable invoice is received by the Operator from the Broadcaster. (c) Affiliate The Operator shall be required pay to make payment of the applicable Broadcaster the Monthly License Fee invoice to the Authorized Representative in arrears within fifteen (15) days of receipt of such invoice from the Authorized Representative Broadcaster (“Payment Due Date”), without any deduction except deduction of withholding tax/TDS as provided in this Agreement. Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement Such payment shall be made together with in the name of “Disney Broadcasting (India) Limited” and shall be valid discharge of liability towards the Broadcaster towards payment of Monthly License Fees for the applicable month. It is understood and mutually agreed upon that for the purpose of this Agreement, the month shall start from 1st day of each calendar month and end on the 30th/31st day (as the case may be) of such month (“Month”). The Monthly License Fees are exclusive of all applicable indirect taxes including all and any service taxes, levies VAT, works contract taxes, customs duties, excise duties, entertainment taxes and cessother such taxes. At the time of making payment, Affiliate may specify the invoice number and invoice date against which All such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information taxes shall be shared by Affiliate in such manner as at the Operator’s cost and shall be requested from time charged at the prevailing rates by the Broadcaster to time by Broadcaster, through the Authorized RepresentativeOperator. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to Failure on the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of AffiliateOperator’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate part to make applicable payment of within the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunderon part of the Operator hereunder entitling the Broadcaster to initiate against the Operator applicable legal proceedings available to the Broadcaster under Applicable Laws. Any payment(s) which remain unpaid beyond Additionally, any due payment from the applicable Payment Operator post expiry of the Due Date shall attract interest at the rate of 1824% (twenty four percent) per annum payable by Affiliate to until the Authorized Representativedate the due payment, along with the applicable interest, is paid in full. The imposition and collection of interest on late payments does not constitute a waiver of Affiliatethe Operator’s obligation to make applicable payment(s) pay the Monthly License Fee by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (fe) For the sake of clarity, if If under applicable Indian tax laws, any payments under this Agreement by the Affiliate from Operator to the Broadcaster, through the Authorized Representative, Broadcaster are subject to deduction of withholding taxes, then the Affiliate Operator shall (i) deduct/withhold the applicable withholding tax amount in the name of the Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative Broadcaster evidencing such statutory deductions. (f) No cash payments shall be made by the Operator towards the Monthly License Fees or any other dues whatsoever. However in the event a cheque is issued by the Operator and such cheque is dishonored or not approved or returned due to any reason whatsoever, without prejudice to the rights available to the Broadcaster under Applicable Laws, the Operator shall be liable to pay the Broadcaster an amount of not less than Rs. 1,500/- for each such dishonored, disapproved or rejected cheque. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate The Operator shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized RepresentativeBroadcaster, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. (a) The Affiliate a. For each month during the Term of this Agreement, CMPL shall provide to the Authorized Representative the Subscriber Report issue an invoice for the applicable month, detailing therein the opening, closing and average number of Subscribers for that month, Subscription Fee on or before 10th day of the applicable Subscriber Report Due Date. immediately succeeding month, based on the monthly subscription report submitted by DPO, such invoice would clearly specify the payment due for the respective month for which the invoice is issued and arrears/ dues (bif any) Broadcaster payable by DPO along with the due date of payment. DPO shall be liable to make payment for Subscription Fee as per the monthly invoice raised by CMPL within a period of Fifteen (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten15) days from the date of receipt of invoice through email or otherwise by the Subscriber Report DPO (Due Date) without any deduction except deduction of withholding tax/ TDS as provided in this Agreement. For e.g. Invoice for Subscription Fee for the month of November 2017 shall be issued by CMPL on or before 10thDecember, 2017 and the payment for such invoice shall be made by the DPO on or before 25thDecember 2017 (Due Date). b. Within seven days of end of each month, the DPO shall provide the subscriber report stating the number of subscribers along with the other reports for that month from in the Affiliate. format(s) set - out in ANNEXUREVII attached herewith, based on which CMPL shall raise an invoice on the DPO. c. In case the Affiliate DPO fails to furnish send the Subscriber Report for the applicable month report within the applicable Subscriber Report Due Datesaid period of seven days from the end of each calendar month, the Authorized Representative CMPL shall have the right to raise a provisional invoice on the Affiliate. However, the provisional invoice shall be (“Provisional Invoice”) for an amount not more than increased by ten percent (10%) of the Monthly License Fee that was “Subscription Fee” payable by the Affiliate DPO to CMPL for the immediate immediately preceding month. On receipt , and the DPO shall be under legal obligation to make the payment on the basis of such Provisional Invoice in accordance with the Subscriber Report for such month from terms of this clause. d. Notwithstanding anything contained in this Agreement, if the AffiliateDPO fails to make payment on the Due Date, any Incentives that are availed by the DPO as per the Incentive Scheme shall be reversed and not applicable. e. The Parties would conduct reconciliation will carry out reconciliation, between the provisional invoice Provisional Invoice raised by the Authorized Representative CMPL and the Subscriber Report for such month monthly subscription reports sent by the AffiliateDPO, within three (3) months from the date of issue of Provisional Invoice. (cf. In case of default by the DPO on account of non-submission of Reports, it shall be deemed to be a material breach and entitle CMPL to initiate appropriate steps for disconnection of signals of CMPL Group Channel(s) Affiliate and / or termination of this Agreement for material breach of this Agreement. In such an event CMPL shall have an option to levy an additional charge for said material breach whereby the DPO shall be liable to pay to CMPL 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. g. The DPO shall be required to make payment payments with 15 days of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice/provisional invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required in accordance with the terms hereof, and any failure to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At do so on the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split part of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement DPO shall constitute a material breach hereunderhereunder and CMPL be entitled to switch of the signals of CMPL Group Channels to entire network of the DPO. Any payment(s) which remain unpaid beyond the applicable Payment Due Date Late payments shall also attract interest calculated from the date the payment was due until the date the payment is made in full at the a pro rata monthly rate of 18% per annum payable by Affiliate to the Authorized Representative1.5%. “Default Interest Rate” The imposition and collection of interest on late payments does not constitute a waiver of Affiliatethe DPO’s obligation to make applicable payment(s) pay the Subscription Fee by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative CMPL shall retain all of its other rights and remedies under the Agreement and/or Applicable LawsAgreement. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. (a) The Affiliate shall provide to the Authorized Representative the Subscriber Report Report, for separately for each headend, for the applicable month, detailing therein the opening, closing and average number of Subscribers for that month, on or before the applicable Subscriber Report Due Date. (b) The Broadcaster (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten) days of receipt of the Subscriber Report for such month from the Affiliate. In case the Affiliate fails to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Date, Broadcaster (through the Authorized Representative Representative) shall have the right to raise a provisional invoice on the Affiliate. However, the provisional invoice shall be for an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the Affiliate. (c) Affiliate shall be required to make payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. (a) The Affiliate shall provide to the Authorized Representative the Subscriber Report for the applicable monthAll payments of principal of, detailing therein the openingand interest upon, closing and average number of Subscribers for that month, on or before the applicable Subscriber Report Due Date. (b) Broadcaster (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten) days of receipt of the Subscriber Report for such month from the Affiliate. In case the Affiliate fails to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Date, the Authorized Representative shall have the right to raise a provisional invoice on the Affiliate. However, the provisional invoice shall be for an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the Affiliate. (c) Affiliate shall be required to make payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments Note shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure the Maker to the Payee in cash in immediately available funds in lawful money of the Affiliate United States of America, by wire transfer to make the bank account designated by the Payee in writing from time to time. If the due date of any payment under this Note would otherwise fall on a day that is not a business day, such due date shall be extended to the next succeeding business day and interest shall be payable on any principal so extended for the period of such extension. Notwithstanding anything to the contrary herein, until the Maker fully satisfies the Obligations, in the event the Payee or any of its subsidiaries or affiliates purchases any Pledged Shares, the Maker shall promptly pay to the Payee (or, to the extent permitted by applicable law, the Payee or its subsidiaries or affiliates may deduct or withhold) all or a portion of the applicable Monthly License Fee proceeds therefrom to satisfy the Obligations in an amount equal to the total Obligations multiplied by a fraction, the numerator of which is (a) the number of Pledged Shares then being purchased by the Payee or its applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Datesubsidiary or affiliate, and the Broadcaster through denominator of which is (b) the Authorized Representative total number of Pledged Shares; provided that in no event shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate Maker be required to pay to the BroadcasterPayee any amount that exceeds the net after-tax proceeds the Maker receives in connection with such purchase. Notwithstanding anything to the contrary herein, through until the Authorized RepresentativeMaker fully satisfies the Obligations, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name event the Maker receives any cash dividend in respect of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇any Pledged Shares, (ii) remit/deposit such deducted withholding tax amount the Maker shall promptly pay to the Payee (or, to the extent permitted by applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and the Payee or its subsidiaries or affiliates may deduct or withhold) the net after-tax proceeds the Maker receives in connection with such dividend. 1 Insert amount of Note. 2 Insert date five years from date of Note. 3 Interest rate to equal mid-term AFR on closing date (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.compounded quarterly). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. (a) The Affiliate shall provide to payment due dates for any monies due WPHLI forAssessment Fees, Transfer Fees, Advertising Contributions, WPHLI's goods,services or otherwise are as set forth in this Agreement and the Authorized Representative GoverningDocuments. If no other date is agreed in writing, payment for goods, servicesand intangibles is due twenty days after the Subscriber Report for the applicable monthinvoice date. Payments must beaccompanied by such fully and accurately completed standard forms, detailing therein the openingandphysically received at WPHLI's Headquarters no later than five o'clock p.m. onthe date due or be received there in U.S. dollars by mail within three daysthereafter, closing and average number of Subscribers for that month, postmarked on or before the applicable Subscriber Report Due Date. (b) Broadcaster (through date due and be accompanied by such fulland accurately completed standard forms, receipts, and other documents asprescribed in the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxesGoverning Documents for a transaction of that type. Failure toproperly and timely deliver any payment due WPHLI, levies and cess) within 10 (ten) days whether due under thisAgreement or any other agreement or obligation, is a material breach of receipt of the Subscriber Report for such month from the AffiliatethisAgreement. In case the Affiliate fails to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Date, the Authorized Representative shall have the right to raise a provisional invoice on the Affiliate. However, the provisional invoice shall be for an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the Affiliate. (c) Affiliate shall be Owner is absolutely required to make full payment of to WPHLI exactlywhen due in all instances without setoffs due to amounts due from WPHLI andwithout withholding any amount due to any alleged breach by WPHLI. All past dueamounts bear interest at eighteen percent per annum, or the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice highest ratepermitted by law, whichever is less, from the Authorized Representative (“Payment Due Date”)day due until paid. Affiliate agrees Entitlement tointerest is in addition to WPHLI's other rights and remedies. If Owner deliversa check which is returned due to insufficient funds or is otherwise not paid,WPHLI may additionally assess a service charge at the highest amount permittedby law. Upon Owner's failure to punctually pay any obligation due to WPHLI,WPHLI may accelerate that any/all payment(s) required and any other obligations of Owner to be made by Affiliate under WPHLI, whetherunder this Agreement shall or any other agreement, making any such full underlyingobligations immediately due and payable without notice of intent to accelerateor notice of acceleration. The terms of any transactions between WPHLI and Ownershall be made together with applicable taxes, levies governed by this Agreement and cess. At the time of making payment, Affiliate Governing Documents as it may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested bechanged from time to time by Broadcastertime, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate except to the Authorized Representative extent that the parties may later agreeotherwise in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreementwriting. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in The terms of this Agreement all sales from WPHLI are fully prepaid F.O.B.point of shipment unless otherwise agreed in writing. WPHLI may require paymentin advance C.O.D. WPHLI may implement a program for direct, automatic orotherwise, electronic payment from Owner's primary operating accounts of amountsinvoiced by WPHLI to Owner. In such event, WPHLI shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond only invoice amounts owedby Owner and Owner will always fully cooperate with the program includingexecuting the System's then-current uniform applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition agreements and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Datefinancialinstitution agreements, complying with same, and the Broadcaster through the Authorized Representative shall retain maintaining sufficient funds inthe accounts to pay such invoices as they come due. Owner will reimburse WPHLIfor all of its other rights taxes and remedies under the Agreement and/or Applicable Lawslevies due on transactions with Owner except for taxes basedon WPHLI's net income. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. (a) The Affiliate shall provide Starting on the "Date of First Payment," we will make monthly payments to you in the Authorized Representative "Initial Monthly Payment Amount." We will continue to pay this amount to you on the Subscriber Report first day of each calendar month thereafter for the applicable monthremainder of your life. We will make the final payment on the first day of the calendar month in which you die, detailing therein if we have made at least the opening“Number of Guaranteed Monthly Payments” by then. If you die before we have made at least the Number of Guaranteed Monthly Payments, closing and average we will continue to make monthly payments in the Initial Monthly Payment Amount to your designated Beneficiary(ies). Your designated Beneficiary(ies) will continue receiving monthly payments until the number of Subscribers for that monthour payments to you and your designated Beneficiary(ies) together equal the Number of Guaranteed Monthly Payments. If you die after your Beneficiary, on or and before you have received the applicable Subscriber Report Due Date. (b) Broadcaster (through number of payments to which you are entitled, Prudential will pay to your estate the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten) days of receipt “present value” of the Subscriber Report for such month from the Affiliateremaining monthly payments, as described below. In case the Affiliate fails to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Date, the Authorized Representative shall have the right to raise a provisional invoice on the Affiliate. However, the provisional invoice shall be for an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the Affiliate. (c) Affiliate shall be required to make payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due DateIf you die before your Beneficiary, and the Broadcaster through Beneficiary dies before receiving the Authorized Representative shall retain all number of its other rights payments to which he/she is entitled, Prudential will pay to the estate of such Beneficiary the “present value” of the Beneficiary’s remaining monthly payments, as described below. The “present value” of remaining payments, as of any date of determination, means the single sum equivalent to the present value of such payments using the applicable interest rate set forth in the Contract as in effect for the month of October preceding the calendar year in which the lump sum payment is calculated and remedies paid. If any remaining payments are payable to one or more Beneficiaries, and the monthly amount of the payments is less than $50, then Prudential may change the frequency of payments to quarterly, semi-annually, or annually, so long as the payments are made in advance of the otherwise applicable due date for such payments. [***] Confidential Treatment Requested Confidential portion omitted and filed separately with the Commission Under the circumstances described in this Certificate and in the Contract, only a Beneficiary(ies) or an estate may receive a single “present value” payment instead of future monthly payments payable under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments Annuity. Payments under this Agreement Certificate will be made to a Payee unless a Representative has been duly appointed in accordance with the Contract with respect to a Payee. If a Representative has been appointed, we may fulfill our obligation to a Payee under this Certificate by the Affiliate making payments to the Broadcaster, through the Authorized Payee’s Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. (a) The Affiliate shall provide Starting on the "Date of First Payment," we will make monthly payments to you in the "Initial Monthly Payment Amount." We will continue to pay this amount to you on the first day of each calendar month thereafter for the remainder of your life. If the Contingent Annuitant dies before you or in the same calendar month you die, we will make the final payment on the first day of the calendar month in which you die. If the Contingent Annuitant is still alive on the first day of the calendar month immediately following your death, then, starting on that date, we will make monthly payments to the Authorized Contingent Annuitant in the “Dollar Amount Payable to Contingent Annuitant.” We will continue paying this same amount to the Contingent Annuitant on the first day of each calendar month thereafter while the Contingent Annuitant is alive. We will make the final payment on the first day of the calendar month in which the Contingent Annuitant dies. Payments under this Certificate will be made to a Payee unless a Representative has been duly appointed in accordance with the Subscriber Report Contract with respect to a Payee. If a Representative has been appointed, we may fulfill our obligation to a Payee under this Certificate by making payments to the Payee’s Representative. We will make all payments in U.S. dollars. Payees may elect to receive payments either by check or by direct deposit to a bank or other financial institution chosen by the Payee. Checks are mailed to the last known address for the applicable monthPayee as shown on our records. Direct deposit may be selected only by using a form supplied for such purpose. By written notice, detailing therein the opening, closing and average number of Subscribers for that month, on or before the applicable Subscriber Report Due Date. (b) Broadcaster (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten) days of receipt a Payee may request a change of the Subscriber Report mailing address we use for such month from payments by check. By using a form we supply, a Payee may change the Affiliatebank or other financial institution receiving direct payments. In case the Affiliate fails Payees must deliver these items to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Date, the Authorized Representative shall have the right to raise Prudential as described below under "Correspondence." We may change these procedures by sending a provisional invoice on the Affiliate. However, the provisional invoice shall be for an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the Affiliate. (c) Affiliate shall be required to make payment of the applicable Monthly License Fee invoice letter to the Authorized Representative within fifteen (15) days of receipt of such invoice from Payee. We will use the Authorized Representative (“Payment Due Date”)address last shown on our records. Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together [***] Confidential Treatment Requested Confidential portion omitted and filed separately with applicable taxes, levies the Commission Mail any notices and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be forms postage paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representativecurrent notice address. The imposition and collection current notice address is: The Prudential Insurance Company of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable LawsAmerica ▇. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount ▇▇ ▇▇▇▇▇-▇▇▇▇ Prudential may change the notice address by sending a letter to the applicable Indian tax authority Payee. We will use the address last shown on our records. All notices must be in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, writing. Payee must sign all notices and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents forms. Please refer to the Authorized Representative evidencing such statutory deductions. Annuity Certificate Number and the Group Annuity Contract Number (g) Except as stated in Clause 5(e) shown on the first page of this AgreementCertificate) on all notices and forms sent to us. To contact us by telephone, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etcplease call 1-800- ▇▇▇-▇▇▇▇.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. Licensee shall pay Licensor the License Fee for each Avail Year as follows: 4.2.1 For each Avail Year, Per-Program License Fees shall be calculated on a monthly basis and payable within thirty (30) days of the end of the calendar month in which such Per-Program License Fees are incurred. The Minimum Guarantee for the applicable Avail Year shall be applied against the aggregate total of all Per-Program License Fees due and payable during such Avail Year. If at any point during the applicable Avail Year, the aggregate total of all Per- Program License Fees due and payable exceeds the Minimum Guarantee for such Avail Year, Licensee shall pay the amount of such excess pursuant to the first sentence of this Section 4.2.1. Alternatively, if, at the end of the applicable Avail Year, the aggregate total of all Per-Program License Fees paid is less than the Minimum Guarantee, Licensee will pay the difference to Licensor within thirty (30) days of the end of the Avail Year. . 4.2.2 In the event that Licensee has entered or during the Term enters into a agreement, including all amendments and side letters thereto, with a Qualifying Studio for the license of films to Licensee for VOD exhibition on the VOD Service, pursuant to which (a) The Affiliate shall provide Licensee agrees to pay such Qualifying Studio a minimum guaranteed amount with respect to the Authorized Representative the Subscriber Report for the applicable month, detailing therein the opening, closing VOD exhibition of films and average number of Subscribers for that month, on or before the applicable Subscriber Report Due Date. (b) Broadcaster (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies any portion of such minimum guaranteed amount is due and cess) within 10 (ten) days of receipt payable by Licensee in advance of the Subscriber Report for period to which such month from the Affiliate. In case the Affiliate fails to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Dateguaranteed amount relates, the Authorized Representative then Licensee shall promptly notify Licensor and Licensor shall have the right to raise a provisional invoice on incorporate such payment schedule into this Agreement with respect to the Affiliate. However, the provisional invoice shall be Minimum Guarantee due for an amount each Avail Year that has not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt yet commenced as of the Subscriber Report for date it became effective as to such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the AffiliateQualifying Studio. (c) Affiliate shall be required 4.2.3 The parties acknowledge and agree that the provisions of this Article 4 are of the essence. Licensee covenants and agrees to make payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative Licensor hereunder in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoevera timely manner. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. Purchase Orders will be invoiced on a pro forma basis (aa pro forma invoice is issued in advance of the official invoice) The Affiliate as soon as reasonably practical after receipt of Purchase Order and will include both manufacturing price and royalties payable pursuant to Section 9 hereto for each Unit of Licensed Products ordered. Each invoice will be payable either on a cash-in-advance basis or pursuant to a letter of credit. If the cash in advance option is selected, then upon issuance of a pro forma invoice to Publisher by SCEA, Publisher shall immediately forward to a Designated Manufacturing Facility the invoice amount. Such amount shall be payable in United States dollars and remitted by wire transfer to such bank account as shall be designated by SCEA or a Designated Manufacturing Facility for such purpose. Upon receipt of such amount by a Designated Manufacturing Facility, SCEA shall release the Publisher's Purchase Order to a Designated Manufacturing Facility for production. If the letter of credit option is selected, then at the time a Purchase Order is placed with SCEA, Publisher shall provide to SCEA an irrevocable letter of credit in favor of SCEA and payable at sight. The letter of credit must either be issued by a bank acceptable to SCEA or confirmed, at Publisher's expense, if so requested by SCEA. The letter of credit shall be in United States dollars in an amount equal to the Authorized Representative manufacturing price determined pursuant to Section 7.2.1 and the Subscriber Report royalty determined pursuant to Section 9 for the applicable month, detailing therein the opening, closing and average number of Subscribers for that month, on or before the applicable Subscriber Report Due Date. (b) Broadcaster (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten) days of receipt each Unit of the Subscriber Report for such month from the AffiliateLicensed Product ordered. In case the Affiliate fails All associated banking charges with respect to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Date, the Authorized Representative shall have the right to raise a provisional invoice on the Affiliate. However, the provisional invoice shall be for an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt payments of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative manufacturing costs and the Subscriber Report for such month sent by the Affiliate. (c) Affiliate shall be required to make payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever royalties (including but not limited to the costs of obtaining a letter of credit) shall be borne solely by virtue Publisher. If permitted by SCEA, SCEA may at its sole discretion extend credit terms and limits to Publisher. SCEA may also at any time revoke such credit terms and limits as extended. If Publisher qualifies for such credit terms, then orders will be invoiced upon * CONFIDENTIAL TREATMENT REQUESTED shipment and each invoice will be paid within thirty (30) days of the date of the invoice. All overdue sums owed or otherwise payable to SCEA under this Section 7 and under Section 9 hereto shall bear interest at the rate of one and one-half (½%) percent per month, or such lower rate as may be the maximum rate permitted under applicable law, from the date upon which payment of the same shall first become due up to and including the date of payment thereof whether before or after judgment. Publisher shall be additionally liable for all of SCEA's costs and expenses of collection, including, without limitation, reasonable fees for attorneys and court costs. No deduction may be made from remittances unless an approved credit memo has been issued by SCEA. No claim for credit due to shortage or breakage will be allowed unless it is made within [ * ] days after Publisher receives the Licensed Product, and SCEA assumes no responsibility for shortage or breakage if Packaging and assembly services are obtained from alternate sources. Each shipment of Licensed Products to Publisher shall constitute a separate sale to Publisher, whether said shipment be whole or partial fulfillment of any alleged loss order. Notwithstanding the foregoing, nothing in this Section shall excuse or be construed as a waiver of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etcPublisher's obligation to timely provide any and all payments owed to SCEA hereunder.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. (a) The Affiliate a. For each month during the Term of this Agreement, CMPL shall provide to the Authorized Representative the Subscriber Report issue an invoice for the applicable month, detailing therein the opening, closing and average number of Subscribers for that month, Subscription Fee on or before 10th day of the applicable Subscriber Report Due Date. immediately succeeding month, based on the monthly subscription report submitted by MSO, such invoice would clearly specify the payment due for the respective month for which the invoice is issued and arrears/ dues (bif any) Broadcaster payable by MSO along with the due date of payment. MSO shall be liable to make payment for Subscription Fee as per the monthly invoice raised by CMPL within a period of Fifteen (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten15) days from the date of receipt of invoice through email or otherwise by the Subscriber Report MSO (Due Date) without any deduction except deduction of withholding tax/ TDS as provided in this Agreement. For e.g. Invoice for Subscription Fee for the month of November 2017 shall be issued by CMPL on or before 10th December, 2017 and the payment for such invoice shall be made by the MSO on or before 25th December 2017 (Due Date). b. Within seven days of end of each month, the MSO shall provide the subscriber report stating the number of subscribers along with the other reports for that month from in the Affiliate. format(s) set - out in ANNEXUREVII attached herewith, based on which CMPL shall raise an invoice on the MSO. c. In case the Affiliate MSO fails to furnish send the Subscriber Report for the applicable month report within the applicable Subscriber Report Due Datesaid period of seven days from the end of each calendar month, the Authorized Representative CMPL shall have the right to raise a provisional invoice on the Affiliate. However, the provisional invoice shall be (“Provisional Invoice”) for an amount not more than increased by ten percent (10%) of the Monthly License Fee that was “Subscription Fee” payable by the Affiliate MSO to CMPL for the immediate immediately preceding month. On receipt , and the MSO shall be under legal obligation to make the payment on the basis of such Provisional Invoice in accordance with the Subscriber Report for such month from the Affiliateterms of this clause. d. The Parties will carryout reconciliation, the Parties would conduct reconciliation between the provisional invoice Provisional Invoice raised by the Authorized Representative CMPL and the Subscriber Report for such month monthly subscription reports sent by the AffiliateMSO, within three (3) months from the date of issue of Provisional Invoice. (ce. In case of default by the MSO on account of non-submission of Reports, it shall be deemed to be a material breach and entitle CMPL to initiate appropriate steps for disconnection of signals of CMPL Group Channel(s) Affiliate and / or termination of this Agreement for material breach of this Agreement. In such an event CMPL shall have an option to levy an additional charge for said material breach whereby the MSO shall be liable to pay to CMPL 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. f. The MSO shall be required to make payment payments with 15 days of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice/provisional invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required in accordance with the terms hereof, and any failure to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At do so on the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split part of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement MSO shall constitute a material breach hereunderhereunder and CMPL be entitled to switch of the signals of CMPL Group Channels to entire network of the MSO. Any payment(s) which remain unpaid beyond the applicable Payment Due Date Late payments shall also attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative calculated from the Affiliate shall be on First In First Out (FIFO) basis.date the payment was due until the

Payment Terms. (a) The Affiliate shall provide In order to facilitate the Incumbent’s transition to the Authorized Representative Replacement Frequencies, Nextel will pay the Subscriber Report costs incurred to reconfigure Incumbent’s system in an amount not to exceed the Cost Estimate, except as modified pursuant to Section 3(b)(iii) and Section 8, of this Agreement, Nextel will pay the amount of the Cost Estimate in accordance with the payment terms identified on Schedule C and as set forth below for both payments made directly to Incumbent and payments made on behalf of Incumbent directly to each third party service vendor identified on the applicable monthCost Estimate (“Vendor”). (i) Prior to the Closing Date, detailing therein Incumbent will submit to Nextel documentation (including without limitation invoices, receipts, and timesheets or equivalent documentation) demonstrating the openingactual costs that Incumbent reasonably incurred or paid to other entities to reconfigure Incumbent’s system (“Actual Costs”). Upon receipt by Nextel of documentation of the Actual Costs, closing Nextel and average number Incumbent will reconcile the Actual Costs against the payments made by Nextel to Incumbent and the Parties will agree upon the amount of Subscribers for any additional payments (subject to Section 8) due to Incumbent or any refunds due to Nextel. The date of receipt by Nextel of the Reconciliation Statement signed by Incumbent and Incumbent’s counsel is the “Reconciliation Date.” Should the parties be unable to agree upon the amount of the additional payments, the parties shall follow the resolution procedures detailed in the FCC Order. (ii) Any additional payments due to Incumbent from Nextel will be disbursed to Incumbent within thirty (30) days of the Reconciliation Date, provided the additional payments do not result from Actual Costs that month, on or before exceed the applicable Subscriber Report Due Cost Estimate (in which case the provisions of Section 3(b)(iii) of this Agreement will apply). Any refunds due from the Incumbent to Nextel will be made within thirty (30) days of the Reconciliation Date. (biii) Broadcaster In the event Incumbent’s Actual Costs exceed the Cost Estimate, Incumbent must submit a Change Notice pursuant to Section 8 of this Agreement describing the change in scope of work that resulted in Incumbent’s Actual Costs exceeding the Cost Estimate. Approval of any Change Notice will not be automatic but will be processed in accordance with Section 8 of this Agreement. Additional payments due to Incumbent, which result from an excess of Actual Costs over the Cost Estimate, as agreed on the Reconciliation Date, will be disbursed to Incumbent within thirty (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten30) days of receipt execution by the Parties of the Subscriber Report for Amendment documenting the approved changes from such month from the Affiliate. In case the Affiliate fails to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Date, the Authorized Representative shall have the right to raise a provisional invoice on the Affiliate. However, the provisional invoice shall be for an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the AffiliateChange Notice. (civ) Affiliate shall be required Prior to make payment the Closing Date, Nextel will pay on behalf of itself and Incumbent, both Parties’ applicable sales and transfer taxes, if any, and all FCC fees in connection with the preparation and filing of the applicable Monthly License Fee invoice to necessary FCC applications for the Authorized Representative within fifteen (15assignment(s) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate described in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) Section 2 of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. (a) The Affiliate MSO DEALER shall provide information and execute any documents necessary to enable DSI to remit electronically any amounts payable to MSO DEALER in accordance with this Agreement. DSI reserves the Authorized Representative right to withhold any amounts payable to MSO DEALER, until MSO DEALER has submitted such necessary documents. DSI shall pay MSO DEALER the Subscriber Report for Prepaid Programming Commissions and Bonus Amounts within sixty-five (65) days after the end of the accounting month in which the Activation occurs, as determined by DIRECTV. DSI shall pay MSO DEALER the Continuing Service Commissions within sixty- five (65) days after the end of the accounting month in which DIRECTV receives the applicable monthpayment from a MSO DEALER-Acquired Subscriber, detailing therein the opening, closing and average number of Subscribers for that month, on or before the applicable Subscriber Report Due Date. (b) Broadcaster (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten) days of receipt of the Subscriber Report for such month from the Affiliateas determined by DIRECTV. In case no event shall DSI be required to pay Compensation until such time as accrued unpaid amounts total at least $50. From time to time, DSI may make payments on a weekly or other basis. The Parties hereto agree and acknowledge that no expedited payments made by DSI shall obligate DSI to continue to do so or shall be construed to amend or modify the Affiliate fails payment terms expressly set forth herein. In addition, in lieu of requiring MSO DEALER to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Dateremit to DSI any amounts collected by MSO DEALER on behalf of DSI/DIRECTV, the Authorized Representative DSI shall have the right to raise a provisional invoice on the Affiliateoffset such amount against any Compensation payable to MSO DEALER. However, the provisional invoice Any disputes regarding Compensation or any other amounts owed to MSO DEALER by DSI shall be for an amount not more submitted in writing to DSI no later than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the Affiliate. ninety (c) Affiliate shall be required to make payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (1590) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”)payment by DSI. Affiliate agrees MSO DEALER acknowledges that any/all payment(s) required to no reconciliation will be made by Affiliate under this Agreement following such 90- day period, and MSO DEALER hereby waives any claims regarding Compensation or any other amounts owed to MSO DEALER following such 90-day period. MSO DEALER shall be made together with applicable taxeshave the right, levies and cess. At the time of making paymentonce per calendar year, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split to request a schedule of the Monthly License Fee between such installation addresses and such information shall be shared Compensation earned by Affiliate in such manner as shall be requested from time to time by Broadcaster, through MSO DEALER during the Authorized Representativeprior twelve month period. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. (a) The Affiliate Coinbase and Circle shall provide negotiate in good faith and agree upon the amounts of the Residual Payment Base with respect to each relevant Applicable Stablecoin to which each Approved Participant is entitled and, for so long as the related Approved Participant Schedule is in effect, amounts payable to such Approved Participant based on an invoice agreed by the Contracting Party and the relevant Approved Participant and shared with the Non-Contracting Party (such amount payable, such Approved Participant’s “Approved Participant Economics Amount”) shall be deducted from the Residual Payment Base with respect to each relevant Applicable Stablecoin for such Applicable Month prior to allocation of the respective Ecosystem Economics Amounts to each Party, notwithstanding anything to the Authorized Representative contrary in Section 4.5(b) of the Subscriber Report for Collaboration Agreement. For the applicable monthavoidance of doubt, detailing therein the openingNon-Contracting Party shall have the right to dispute any such invoice pursuant to the dispute resolution provisions of the Collaboration Agreement. Such agreement, closing and average number including the level of Subscribers for that montheach relevant Applicable Stablecoin held as a Party Product Stablecoin as of the date of the Approved Participant Schedule, on or before the applicable Subscriber Report Due Dateif applicable, shall be documented in an Approved Participant Schedule. (b) Broadcaster Where Coinbase is the Contracting Party with respect to any Approved Participant, Circle, or one of its Affiliates, shall pay the Approved Participant Economics Amount for such Approved Participant (through based on an invoice agreed by the Authorized RepresentativeContracting Party and the relevant Approved Participant and shared with the Non-Contracting Party) shall raise monthly invoices towards with respect to each Applicable Month to Coinbase at the applicable Monthly License Fee (together same time as Circle is required to make the Collaboration Payment to Coinbase with applicable taxesrespect to such Applicable Month; provided, levies and cess) within 10 (ten) days of however that nothing herein requires Coinbase to pay the Approved Participant Economics Amount to the Approved Participant prior to Coinbase’s receipt of such amount from Circle. For the Subscriber Report for such month from the Affiliate. In case the Affiliate fails to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Dateavoidance of doubt, the Authorized Representative Non-Contracting Party shall have the right to raise dispute any such invoice pursuant to the dispute resolution provisions of the Collaboration Agreement. Such agreement, including the level of each relevant Applicable Stablecoin held as a provisional invoice on Party Product Stablecoin as of the Affiliate. Howeverdate of the Approved Participant Schedule, the provisional invoice if applicable, shall be for documented in an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the AffiliateApproved Participant Schedule. (c) Affiliate shall be required to make payment By way of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representativeexample only: [*]. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. (a) The Affiliate Within two Business Days after the end of a Coverage Period, AHFC shall provide send to the Authorized Representative the Subscriber HMC a Support Compensation Report (“Report”) for the applicable monthCoverage Period substantially in the form of Attachment B to this Agreement, detailing therein which contains AHFC’s calculation of the opening, closing and average number of Subscribers Keepwell Fee owed to HMC for that month, on or before the applicable Subscriber Report Due DateCoverage Period. (b) Broadcaster When HMC receives a Report pursuant to paragraph (through a) of this section 2.01, HMC shall promptly review the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together Report and inform AHFC if it disagrees with applicable taxes, levies and cess) within 10 (ten) days of receipt any part of the Subscriber Report for such month from the Affiliate. In Report, in which case the Affiliate fails Parties shall confer to furnish resolve the Subscriber Report for the applicable month within the applicable Subscriber Report Due Datedisagreement, the Authorized Representative and, if necessary, AHFC shall have the right to raise promptly send HMC a provisional invoice on the Affiliate. However, the provisional invoice shall be for an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the Affiliaterevised Report. (c) Affiliate If the HMC accepts a Report (either the initial Report or a revised Report), HMC shall be required send AHFC an invoice for the amount shown in the Report as owed to make payment HMC, and AHFC shall pay that amount within 15 Business Days from the date of the applicable Monthly License invoice. 2.02. AHFC may offset against a Keepwell Fee invoice the amount of any expenses that AHFC has incurred on behalf of HMC since the effective date of this Agreement (and not previously used as an offset under this section) in connection with any obligation subject to the Authorized Representative within fifteen (15) days of receipt of Keepwell Agreement, provided that AHFC lists these expenses in the Report covering the Keepwell Fee against which the offset is claimed. 2.03. If any amount payable by AHFC pursuant to this Agreement is subject to withholding tax in the United States, AHFC is authorized to withhold and pay such invoice from tax to the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required United States rather than to HMC, but AHFC shall note the tax to be made by Affiliate under withheld in the Report that calculates the taxable amount. (a) All payments to HMC pursuant to this Agreement shall be determined and made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized RepresentativeU.S. dollars. (db) Any/all payments required to be made by Affiliate under this Agreement For purposes of determining Period Average Keepwell Obligations, the amount of such Obligations that are not denominated in U.S. dollars shall be paid by Affiliate converted to U.S. dollars at prevailing exchange rates on the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure last Business Day of the Affiliate to make payment of Coverage Period over which the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable LawsPeriod Average is determined. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. Purchase Orders will be invoiced on a pro forma basis (aa pro forma invoice is issued in advance of the official invoice) The Affiliate as soon as reasonably practical after receipt of Purchase Order and will include both manufacturing price and royalties payable pursuant to Section 9 hereto for each Unit of Licensed Products ordered. Each invoice will be payable either on a cash-in-advance basis or pursuant to a letter of credit. If the cash in advance option is selected, then upon issuance of a pro forma invoice to Publisher by SCEA, Publisher shall immediately forward to a Designated Manufacturing Facility the invoice amount. Such amount shall be payable in United States dollars and remitted by wire transfer to such bank account as shall be designated by SCEA or a Designated Manufacturing Facility for such purpose. Upon receipt of such amount by a Designated Manufacturing Facility, SCEA shall release the Publisher's Purchase Order to a Designated Manufacturing Facility for production. If the letter of credit option is selected, then at the time a Purchase Order is placed with SCEA, Publisher shall provide to SCEA an irrevocable letter of credit in favor of SCEA and payable at sight. The letter of credit must either be issued by a bank acceptable to SCEA or confirmed, at Publisher's expense, if so requested by SCEA. The letter of credit shall be in United States dollars in an amount equal to the Authorized Representative manufacturing price determined pursuant to Section 7.2.1 and the Subscriber Report royalty determined pursuant to Section 9 for the applicable month, detailing therein the opening, closing and average number of Subscribers for that month, on or before the applicable Subscriber Report Due Date. (b) Broadcaster (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten) days of receipt each Unit of the Subscriber Report for such month from the AffiliateLicensed Product ordered. In case the Affiliate fails All associated banking charges with respect to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Date, the Authorized Representative shall have the right to raise a provisional invoice on the Affiliate. However, the provisional invoice shall be for an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt payments of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative manufacturing costs and the Subscriber Report for such month sent by the Affiliate. (c) Affiliate shall be required to make payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever royalties (including but not limited to the. costs of obtaining a letter of credit) shall be borne solely by virtue Publisher. If permitted by SCEA, SCEA may at its sole discretion extend credit terms and limits to Publisher. SCEA may also at any time revoke such credit terms and limits as extended. If Publisher qualifies for such credit terms, then orders will be invoiced upon shipment and each invoice will be paid within thirty (30) days of the date of the invoice. ***. Publisher shall be additionally liable for all of SCEA's costs and expenses of collection, including, without limitation, reasonable fees for attorneys and court costs. No deduction may be made from remittances unless an approved credit memo has been issued by SCEA. No claim for credit due to shortage or breakage will be allowed unless it is made within seven (7) days after Publisher receives the Licensed Product, and SCEA assumes no responsibility for shortage or breakage if Packaging and assembly services are obtained from alternate sources. Each shipment of Licensed Products to Publisher shall constitute a separate sale to Publisher, whether said shipment be whole or partial fulfillment of any alleged loss order. Notwithstanding the foregoing, nothing in this Section shall excuse or be construed as a waiver of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etcPublisher's obligation to timely provide any and all payments owed to SCEA hereunder.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. (a) The Affiliate shall provide a. ▇▇▇▇▇▇▇ has investigated, monitored, and agrees to conduct business hereunder based on the Authorized Representative the Subscriber Report for the applicable month, detailing therein the opening, closing credit-worthiness of BROKER and average number of Subscribers for that month, on or before the applicable Subscriber Report Due Dateis granting BROKER credit terms accordingly. (b) Broadcaster (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxesb. On all shipments tendered to CARRIER pursuant to this Agreement, levies and cess) within 10 (ten) days of receipt of the Subscriber Report for such month from the Affiliate. In case the Affiliate fails to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Date, the Authorized Representative shall have the right to raise a provisional invoice on the Affiliate. However, the provisional invoice shall be for an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the Affiliate. (c) Affiliate shall be required to make payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement compensation shall be paid to CARRIER solely and exclusively by Affiliate BROKER, in the amount(s) set forth in the Carrier Rate Confirmation Agreement sent by BROKER to the Authorized Representative in Indian Rupees CARRIER for shipments brokered to CARRIER. The Carrier Rate Confirmation Agreement, including all warranties, terms and conditions contained therein, is hereby incorporated herein by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative reference and such payment shall be valid discharge considered a part of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoeverAny accessorial charges such as loading-unloading fee, entry fee, pallet exchange, etc, are included in agreed freight rate. (e) Failure c. As a condition precedent to payment, CARRIER shall submit to BROKER the bill of the Affiliate to make payment lading and proof of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Datedelivery, and any other documents which BROKER may require for the Broadcaster through the Authorized Representative shall retain all shipment, WITHIN FIVE (5) DAYS of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake delivery of clarity, if under applicable Indian tax laws, any payments under each shipment transported pursuant to this Agreement by the Affiliate Agreement. ▇▇▇▇▇▇ agrees to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is pay ▇▇▇▇▇▇▇'s invoice within 30 days of receipt of the bill of lading, proof of delivery and any other required shipping documents, provided CARRIER is not in default under the terms of this Agreement. d. BROKER shall not be responsible for the payment of any freight bills for any charges which are not submitted to BROKER by CARRIER within 180 days of the date of delivery of the shipment(s) represented on any such freight bills. Any claim for overpayment or underpayment for the motor carrier services provided pursuant to this Agreement shall be presented by the party asserting the claim to the other party within 60 days of the discovery of the claim, but in no event will any such claim(s) be asserted more than one hundred and eighty (180) days after the delivery of the shipment(s) giving rise to any such claim. Any civil action to recover or collect any unpaid freight charges, overcharges or undercharges shall be instituted within 18 months of the date of delivery, or its right to sue or otherwise seek payment shall be waived. ▇. ▇▇▇▇▇▇▇ authorizes BROKER, (ii) remit/deposit such deducted withholding tax amount and grants BROKER the exclusive right, to invoice CARRIER’s freight charges directly to BROKER’s Customer or any party to the applicable Indian tax authority in the name bill of the Broadcaster within the due dates prescribed under the applicable Indian tax lawlading. CARRIER ACKNOWLEDGES AND AGRESS THAT CARRIER IS PROHIBITED UNDER THIS AGREEMENT FROM CONTACTING BROKER’S CUSTOMERS, CONSIGNORS, CONSIGNEES, OR ANY OTHER PARTY APART FROM BROKER, CONCERNING PAYMENT FOR CARRIER’S SERVICES UNDER THIS AGREEMENT, AND SHALL REFRAIN FROM ALL COLLECTION EFFORTS AGAINST ANY SUCH PERSON OR ENTITY. ▇▇▇▇▇▇▇ FURTHER AGREES THAT THIS PROHIBITION EXTENDS TO AND INCLUDES ANY AND ALL COLLECTION AGENTS, FACTORING AGENTS OR ATTORNEYS ACTING ON CARRIER’S BEHALF. CARRIER shall be liable for all damages BROKER incurs as a result of any breach of this provision, including damages for loss and interruption of business, damage to broker’s commercial reputation, loss of profits and tortious interference with business relations, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents agrees that BROKER shall be entitled to the Authorized Representative evidencing such statutory deductionsseek injunctive relief. (g) Except f. CARRIER hereby assigns to BROKER all its rights to collect freight charges from BROKER’s customers or any responsible third party on receipt of payment from BROKER. ▇. ▇▇▇▇▇▇▇ agrees that BROKER has the discretionary right to offset any payments owed to CARRIER hereunder for liability incurred by BROKER as stated in Clause 5(e) a result of ▇▇▇▇▇▇▇’s breach of this Agreementagreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including including, but not limited to by virtue of any alleged loss of subscriberto, counterclaim against the Broadcaster through the Authorized Representativeclaims for cargo loss, etc.)damage, or delay. (h) All payments collected h. CARRIER agrees that any tariffs, circulars, pricing authorities and/or similar documents that it publishes shall not apply to the transportation services provided by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basisCARRIER under this Agreement.

Payment Terms. (a) The Affiliate Except as otherwise expressly stated herein, all Products shall provide be shipped on payment terms of cash in advance. Orders, shipments and deliveries shall at all times be subject to the Authorized Representative the Subscriber Report for the applicable monthapproval of Seller’s credit department, detailing therein the openingwhich may at any time decline to accept, closing and average number of Subscribers for that month, on ship or before the applicable Subscriber Report Due Date. (b) Broadcaster (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten) days of deliver any order or perform any work except upon receipt of the Subscriber Report for such month from the Affiliatepayment or security or upon other terms and conditions satisfactory to Seller’s credit department, in its sole discretion. In case the Affiliate fails to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due DateWhere satisfactory account credit has been established, the Authorized Representative Seller shall have the right to raise a provisional invoice on the Affiliate. However, the provisional invoice shall be for an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the Affiliate. (c) Affiliate shall be required to make payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At Buyer at the time of making paymentshipment of each installment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information terms shall be shared by Affiliate in such manner as net thirty (30) calendar days from date of shipment, unless otherwise agreed. All payments shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/in U.S. Dollars. Buyer shall make all payments required as provided herein without regard to be whether Buyer has made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour or may make any inspection or use of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreementany Products. No cash payments discounts or setoffs shall be made by Affiliate towards Buyer against any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee invoices unless approved in writing in advance by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunderSeller. Any payment(s) invoiced amount which remain unpaid beyond the applicable Payment Due Date is not paid when due shall attract bear interest at the rate of 18% one and one-half percent (1.5%) per annum payable month or the highest rate then permitted by Affiliate law, whichever is less, until paid in full. No payment by Buyer or receipt by Seller of an amount less than the entire amount of an invoice will be deemed to be other than on account of the Authorized Representativeearliest due amount, nor will any endorsement or statement on any check or letter accompanying any check or payment be deemed an accord and satisfaction, and Seller may accept such check or payment without prejudice to Seller’s right to recover the balance of any amount due or pursue any other remedy provided for in these Terms and Conditions of Sale. The imposition and collection Seller reserves the right to modify terms prior to shipment, require payment in advance, or delay or cancel any shipment or order by reason of interest on late payments Buyer's creditworthiness or should Buyer fail to fulfill any obligation when due. Seller reserves the right to exercise any of its lawful remedies if Buyer does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) payments when due. Buyer shall promptly reimburse Seller for all costs and expenses, including reasonable attorneys’ fees, incurred by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount ▇ in collecting sums due it hereunder. Seller is authorized to the applicable Indian tax authority in the name apply toward any monies due Seller hereunder any sums now or hereafter owed by Seller or any affiliate of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents Seller to the Authorized Representative evidencing such statutory deductionsBuyer or any affiliate of Buyer. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. (a) The Affiliate Within two Business Days after the end of a Coverage Period, HCFI shall provide send to the Authorized Representative the Subscriber HMC a Support Compensation Report (“Report”) for the applicable monthCoverage Period substantially in the form of ATTACHMENT B to this Agreement, detailing therein which contains HCFI’s calculation of the opening, closing and average number of Subscribers Keepwell Fee owed to HMC for that month, on or before the applicable Subscriber Report Due DateCoverage Period. (b) Broadcaster When HMC receives a Report pursuant to paragraph (through a) of this section 2.01, HMC shall promptly review the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together Report and inform HCFI if it disagrees with applicable taxes, levies and cess) within 10 (ten) days of receipt any part of the Subscriber Report for such month from the Affiliate. In Report, in which case the Affiliate fails Parties shall confer to furnish resolve the Subscriber Report for the applicable month within the applicable Subscriber Report Due Datedisagreement, the Authorized Representative and, if necessary, HCFI shall have the right to raise promptly send HMC a provisional invoice on the Affiliate. However, the provisional invoice shall be for an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the Affiliaterevised Report. (c) Affiliate If the HMC accepts a Report (either the initial Report or a revised Report), HMC shall be required send HCFI an invoice for the amount shown in the Report as owned to make payment HMC, and HCFI shall pay that amount within 15 Business Days from the date of the applicable Monthly License invoice. 2.02. HCFI may offset against a Keepwell Fee invoice the amount of any expenses that HCFI has incurred on behalf of HMC since the effective date of this Agreement (and not previously used as an offset under this section) in connection with any obligation subject to the Authorized Representative within fifteen (15) days of receipt of Keepwell Agreement, provided that HCFI lists these expenses in the Report covering the Keepwell Fee against which the offset is claimed. 2.03. If any amount payable by HCFI pursuant to this Agreement is subject to withholding tax in Canada, HCFI is authorized to withhold and pay such invoice from tax to Canada rather than to HMC, but HCFI shall note the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required tax to be made by Affiliate under withheld in the Report that calculates the taxable amount. (a) All payments to HMC pursuant to this Agreement shall be determined and made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized RepresentativeCanadian dollars. (db) Any/all payments required to be made by Affiliate under this Agreement For purposes of determining Period Average Keepwell Obligations, the amount of such Obligations that are not denominated in Canadian dollars shall be paid by Affiliate converted to Canadian dollars at prevailing exchange rates on the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure last Business Day of the Affiliate to make payment of Coverage Period over which the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable LawsPeriod Average is determined. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. (a) If this Note is dated as of a date other than the eleventh (11th) day of a calendar month, a payment shall be due from Borrower to Lender on the date hereof on account of all interest scheduled to accrue on the principal sum from and after the date of disbursement hereunder through and including the last day of the current Accrual Period. The Affiliate Constant Monthly Payment shall provide be due from Borrower to Lender on each Monthly Payment Date, with each Constant Monthly Payment to be applied as follows: (i) first, to the Authorized Representative payment of interest which has accrued during the Subscriber Report for preceding Accrual Period computed at the applicable monthApplicable Interest Rate, detailing therein and (ii) the opening, closing balance toward the reduction of the principal sum. The balance of the principal sum and average all interest thereon shall be due and payable on the Maturity Date. Interest on the principal sum of this Note shall be calculated by multiplying the actual number of Subscribers days elapsed in the period for that month, which interest is being calculated by a daily rate based on or before the applicable Subscriber Report Due Datea 360-day year. (b) Broadcaster (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten) days of receipt of the Subscriber Report for such month from the Affiliate. In case the Affiliate fails to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Date, the Authorized Representative shall have the right to raise a provisional invoice on the Affiliate. However, the provisional invoice shall be for an amount not more than the Monthly License Fee that was payable Unless otherwise directed by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the Affiliate. (c) Affiliate shall be required to make payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, in writing, at all times during which the Debt (defined below) shall remain outstanding, Borrower shall maintain (i) an account (“Borrower Account”) with a commercial bank that shall be a member of the automated clearing house system (the “ACH system”) and (ii) remit/deposit such deducted withholding tax amount authorizations as may be necessary to the applicable Indian tax authority in the name of the Broadcaster within the enable Lender or its designated collecting agent to obtain payments due dates prescribed under the applicable Indian tax lawLoan Documents from the Borrower Account through the ACH System. Borrower shall not terminate the Borrower Account or such authorizations at any time during the term of this Loan without having provided sixty (60) days’ prior written notice thereof to Lender, which notice shall specify the institution at which a substitute Borrower Account has been established and the account number of such substitute Borrower Account, and (iii) within certifying that all authorizations necessary to enable Lender or its collecting agent to obtain payments due under the applicable statutory period as per Loan Documents from such substitute Borrower Account through the applicable Indian tax lawACH System have been given and are then in effect. By not later than the opening of business on each day that any payments shall be due under the Loan Documents, deliver all documents Borrower shall cause an amount, in immediately available funds, equal to such payment to be available for withdrawal from the Authorized Representative evidencing such statutory deductionsBorrower Account by Lender or its collecting agent. (gc) Except as stated Unless payments are made in Clause 5(ethe required amount in immediately available funds at the place where this Note is payable, remittances in payment of all or any part of the Debt (defined below) of this Agreementshall not, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue regardless of any alleged loss receipt or credit issued therefor, constitute payment until the required amount is actually received by Lender in funds immediately available at the place where this Note is payable (or any other place as Lender, in ▇▇▇▇▇▇’s sole discretion, may have established by delivery of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (hwritten notice thereof to Borrower) All payments collected by the Authorized Representative from the Affiliate and shall be on First In First Out (FIFO) basismade and accepted subject to the condition that any check or draft may be handled for collection in accordance with the practice of the collecting bank or banks.

Payment Terms. (a) The Affiliate shall provide to the Authorized Representative the Subscriber Report for the applicable monthBroadcaster, detailing therein the opening, closing and average number of Subscribers for that month, on or before the applicable Subscriber Report Due Date. (b) Broadcaster (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (Fees, together with applicable taxes, levies and cess) for the concerned month on the Operator within 10 7 (tenseven) days of receipt of the Subscriber Report for such month from of the Affiliate. Operator. (b) In case the Affiliate Operator fails to furnish the Subscriber Report for the applicable month within provide the applicable Subscriber Report Due Datewithin the prescribed period of seven (7) days, the Authorized Representative Broadcaster shall have the right to raise a provisional invoice on the Affiliate. However, the Operator (such provisional invoice shall amount to be for an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional last invoice raised by the Authorized Representative Broadcaster on the Operator and reconciliation shall be undertaken by the Parties once the applicable Subscriber Report is received from the Operator) and the Subscriber Report Operator shall be under obligation to pay the Monthly License Fees on the basis of such provisional invoice. The Operator understands and acknowledges that non-receipt of dispatched invoices from the Broadcaster shall not relieve the Operator from its obligation to make the payments of the Monthly License Fees within the Due Date (as defined below). In the event the Operator does not receive the invoice for such month sent a particular Month (as defined below) by the Affiliate15th day of such month, then the Operator shall promptly intimate the Broadcaster about the same and request for issuance of duplicate invoice. All such communication shall mandatorily be addressed/marked to the attention of Chief Financial Officer of the Broadcaster. Additionally, the Operator shall make payment of provisional Monthly License Fees (such amount to be not more than the last payment made by the Operator to the Broadcaster towards Monthly License Fees) and reconciliation shall be undertaken by the Parties once the applicable invoice is received by the Operator from the Broadcaster. (c) Affiliate The Operator shall be required pay to make payment of the applicable Broadcaster the Monthly License Fee invoice to the Authorized Representative in arrears within fifteen (15) days of receipt of such invoice from the Authorized Representative Broadcaster (“Payment Due Date”), without any deduction except deduction of withholding tax/TDS as provided in this Agreement. Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement Such payment shall be made together with in the name of “Disney Broadcasting (India) Limited” and shall be valid discharge of liability towards the Broadcaster towards payment of Monthly License Fees for the applicable month. It is understood and mutually agreed upon that for the purpose of this Agreement, the month shall start from 1st day of each calendar month and end on the 30th/31st day (as the case may be) of such month (“Month”). The Monthly License Fees are exclusive of all applicable indirect taxes including all and any service taxes, levies VAT, works contract taxes, customs duties, excise duties, entertainment taxes and cessother such taxes. At the time of making payment, Affiliate may specify the invoice number and invoice date against which All such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information taxes shall be shared by Affiliate in such manner as at the Operator’s cost and shall be requested from time charged at the prevailing rates by the Broadcaster to time by Broadcaster, through the Authorized RepresentativeOperator. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to Failure on the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of AffiliateOperator’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate part to make applicable payment of within the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunderon part of the Operator hereunder entitling the Broadcaster to initiate against the Operator applicable legal proceedings available to the Broadcaster under Applicable Laws. Any payment(s) which remain unpaid beyond Additionally, any due payment from the applicable Payment Operator post expiry of the Due Date shall attract interest at the rate of 1824% (twenty four percent) per annum payable by Affiliate to until the Authorized Representativedate the due payment, along with the applicable interest, is paid in full. The imposition and collection of interest on late payments does not constitute a waiver of Affiliatethe Operator’s obligation to make applicable payment(s) pay the Monthly License Fee by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (fe) For the sake of clarity, if If under applicable Indian tax laws, any payments under this Agreement by the Affiliate from Operator to the Broadcaster, through the Authorized Representative, Broadcaster are subject to deduction of withholding taxes, then the Affiliate Operator shall (i) deduct/withhold the applicable withholding tax amount in the name of the Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative Broadcaster evidencing such statutory deductions. (f) No cash payments shall be made by the Operator towards the Monthly License Fees or any other dues whatsoever. However in the event a cheque is issued by the Operator and such cheque is dishonored or not approved or returned due to any reason whatsoever, without prejudice to the rights available to the Broadcaster under Applicable Laws, the Operator shall be liable to pay the Broadcaster an amount of not less than Rs. 1,500/- for each such dishonored, disapproved or rejected cheque. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate The Operator shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized RepresentativeBroadcaster, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. (a) The Affiliate shall provide Starting on the "Date of First Payment," we will make monthly payments to you in the "Initial Monthly Payment Amount." We will continue to pay this amount to you on the first day of each calendar month thereafter for the remainder of your life. If the Contingent Annuitant dies before you or in the same calendar month you die, we will make the final payment on the first day of the calendar month in which you die. If the Contingent Annuitant is still alive on the first day of the calendar month immediately following your death, then, starting on that date, we will make monthly payments to the Authorized Representative Contingent Annuitant in the Subscriber Report for “Dollar Amount Payable to Contingent Annuitant.” We will continue paying this same amount to the applicable month, detailing therein Contingent Annuitant on the opening, closing and average number first day of Subscribers for that month, each calendar month thereafter while the Contingent Annuitant is alive. We will make the final payment on or before the applicable Subscriber Report Due Date. (b) Broadcaster (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten) days of receipt first day of the Subscriber Report for such calendar month from in which the AffiliateContingent Annuitant dies. In case If you die before we have made total monthly payments at least equal to the Affiliate fails "Maximum Death Benefit Amount," then we will make a single payment to furnish your designated Beneficiary(ies). This single payment will be equal to the Subscriber Report for the applicable month within the applicable Subscriber Report Due Date, the Authorized Representative shall have the right to raise a provisional invoice on the Affiliate. However, the provisional invoice shall be for an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation difference between the provisional invoice raised by the Authorized Representative Maximum Death Benefit Amount and the Subscriber Report for such month sent by the Affiliate. (c) Affiliate shall be required to make payment total amount of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”)monthly payments we previously made. Affiliate agrees After that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making single payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demurno further payments will be made. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarityWhen you die, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction we have no record of withholding taxesa beneficiary designation, then the Affiliate shall single payment due under the Contract to your Beneficiary(ies) will be made in the following priority: (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇to your surviving spouse, or if there be none surviving; (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority your surviving children, in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax lawequal shares, and or if there be none surviving; (iii) within the applicable statutory period as per the applicable Indian tax lawto your father and mother, deliver all documents in equal shares if both are surviving, or if only one is surviving, to the Authorized Representative evidencing such statutory deductions. one surviving, or if neither is surviving; (giv) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee your estate. Payments under this Agreement for any reason whatsoever (including but not limited Certificate will be made to a Payee unless a Representative has been duly appointed in accordance with the Contract with respect to a Payee. If a Representative has been appointed, we may fulfill our obligation to a Payee under this Certificate by virtue of any alleged loss of subscriber, counterclaim against making payments to the Broadcaster through Payee’s Representative. [***] Confidential Treatment Requested Confidential portion omitted and filed separately with the Authorized Representative, etc.). (h) All Commission We will make all payments collected in U.S. dollars. Payees may elect to receive payments either by check or by direct deposit to a bank or other financial institution chosen by the Authorized Representative from Payee. Checks are mailed to the Affiliate shall last known address for the Payee as shown on our records. Direct deposit may be selected only by using a form supplied for such purpose. By written notice, a Payee may request a change of the mailing address we use for payments by check. By using a form we supply, a Payee may change the bank or other financial institution receiving direct payments. Payees must deliver these items to Prudential as described below under "Correspondence." We may change these procedures by sending a letter to the Payee. We will use the address last shown on First In First Out (FIFO) basisour records.

Payment Terms. A. PAYMENT The consulting fee will be $110,000.00 paid as follows. ANSYS will make a single lump sum payment of $10,000.00 by check sent via regular U.S. mail to the Consultant at her address of record within fourteen days of the Consulting Start Date. ANSYS will make 3 additional payments of $33,333.34 by check sent via regular U.S. mail to the Consultant at her address of record on the following dates: May 2, 2022, June 2, 2022 and July 2, 2022. The above-referenced payments will be made via wire transfer if Consultant prefers by providing the following information: Bank Name, Bank Routing and Transit Number, Account Number, and Name on Account. B. TRAVEL EXPENSES Only reasonable travel expenses approved in advance by ANSYS will be reimbursed. Travel expenses shall be separately listed by Consultant on her invoices. Travel expense invoices shall enumerate the date each travel expense was incurred, by whom it was incurred, the nature of the travel expense, and the provider of the service. Each invoice will be accompanied by all supporting receipts, bills, statements, or other similar documents. To be reimbursed, travel expenses must also comply with the following conditions: Airfare: ANSYS will only reimburse coach class airfare. Lodging: ANSYS will only reimburse single or double occupancy lodging in standard hotel rooms. Food: ANSYS will not reimburse expenses for alcohol or expenses for guests of Consultant, unless approved by an authorized ANSYS representative in advance. Car: ANSYS will only reimburse economy-class rental cars. Other than the above, no travel expenses of Consultant incurred or arising out of the work performed under this Work Statement will be reimbursed. If any reimbursement would constitute deferred compensation for purposes of Section 409A, such reimbursement will be subject to the following rules: (a) The Affiliate shall provide the amount to be reimbursed will be determined pursuant to the Authorized Representative the Subscriber Report for terms of the applicable monthbenefit plan or policy and shall be limited to Consultant’s lifetime, detailing therein (b) the opening, closing and average number amount eligible for reimbursement during any calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (c) any reimbursement of Subscribers for that month, an eligible executive shall be made on or before the applicable Subscriber Report Due Date. (b) Broadcaster (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten) days of receipt last day of the Subscriber Report for such month from calendar year following the Affiliate. In case calendar year in which the Affiliate fails to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Date, the Authorized Representative shall have the right to raise a provisional invoice on the Affiliate. However, the provisional invoice shall be for an amount not more than the Monthly License Fee that expense was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative incurred; and the Subscriber Report for such month sent by the Affiliate. (c) Affiliate shall be required to make payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required Consultant’s right to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does reimbursement is not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductionsliquidation or exchange for cash or another benefit. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. (a) The Affiliate Within two Business Days after the end of a Coverage Period, AHFC shall provide send to the Authorized Representative the Subscriber HMC a Support Compensation Report (“Report”) for the applicable monthCoverage Period substantially in the form of ATTACHMENT B to this Agreement, detailing therein which contains AHFC’s calculation of the opening, closing and average number of Subscribers Keepwell Fee owed to HMC for that month, on or before the applicable Subscriber Report Due DateCoverage Period. (b) Broadcaster When HMC receives a Report pursuant to paragraph (through a) of this section 2.01, HMC shall promptly review the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together Report and inform AHFC if it disagrees with applicable taxes, levies and cess) within 10 (ten) days of receipt any part of the Subscriber Report for such month from the Affiliate. In Report, in which case the Affiliate fails Parties shall confer to furnish resolve the Subscriber Report for the applicable month within the applicable Subscriber Report Due Datedisagreement, the Authorized Representative and, if necessary, AHFC shall have the right to raise promptly send HMC a provisional invoice on the Affiliate. However, the provisional invoice shall be for an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the Affiliaterevised Report. (c) Affiliate If the HMC accepts a Report (either the initial Report or a revised Report), HMC shall be required send AHFC an invoice for the amount shown in the Report as owned to make payment HMC, and AHFC shall pay that amount within 15 Business Days from the date of the applicable Monthly License invoice. 2.02. AHFC may offset against a Keepwell Fee invoice the amount of any expenses that AHFC has incurred on behalf of HMC since the effective date of this Agreement (and not previously used as an offset under this section) in connection with any obligation subject to the Authorized Representative within fifteen (15) days of receipt of Keepwell Agreement, provided that AHFC lists these expenses in the Report covering the Keepwell Fee against which the offset is claimed. 2.03. If any amount payable by AHFC pursuant to this Agreement is subject to withholding tax in the United States, AHFC is authorized to withhold and pay such invoice from tax to the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required United States rather than to HMC, but AHFC shall note the tax to be made by Affiliate under withheld in the Report that calculates the taxable amount. (a) All payments to HMC pursuant to this Agreement shall be determined and made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized RepresentativeU.S. dollars. (db) Any/all payments required to be made by Affiliate under this Agreement For purposes of determining Period Average Keepwell Obligations, the amount of such Obligations that are not denominated in U.S. dollars shall be paid by Affiliate converted to U.S. dollars at prevailing exchange rates on the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure last Business Day of the Affiliate to make payment of Coverage Period over which the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable LawsPeriod Average is determined. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. The License Fee shall be paid in arrears within fifteen (a15) The Affiliate days from the date of invoice (“Due Date”) raised on the basis of detailed Subscriber Report of the Operator by RAJ GROUP without any deduction, except the withholding tax/TDS as provided in this Agreement. Within seven (7) days of end of each month, the Operator shall provide to the Authorized Representative the Subscriber Report for the applicable month, detailing therein the opening, closing and average number of Subscribers for that particular month, based on or before the applicable Subscriber Report Due Date. (b) Broadcaster (through the Authorized Representative) which RAJ GROUP shall raise monthly invoices towards an invoice on the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten) days of receipt of the Subscriber Report for such month from the AffiliateOperator. In case the Affiliate Operator fails to furnish send the Subscriber Report for the applicable month report within the applicable Subscriber Report Due Dateaforesaid period of the said seven (7) days, the Authorized Representative RAJ GROUP shall have the right to raise a provisional invoice and the Operator shall be under obligation to pay the License Fee on the Affiliatebasis of such provisional invoice in accordance with the terms of this clause. However, However the provisional invoice shall be for an amount not more than the Monthly License Fee that was monthly license fee payable by the Affiliate Operator for the immediate immediately preceding month. On receipt by RAJ GROUP of the relevant Subscriber Report for such the particular month from the AffiliateOperator, the Parties would shall conduct reconciliation between the provisional invoice raised by the Authorized Representative RAJ GROUP and the Subscriber Report for such month sent by the Affiliate. Operator. Where any debit notes or credit notes are to be issued for recovering differential License Fees from Operator for an already invoiced period (cfor any reason what so ever), then RAJ GROUP shall by 7th of the following month complete all activities (like performing internal checks, measurement of differential License Fees etc) Affiliate that would enable RAJ GROUP to be in a position to issue the debit note or credit note on the Operator. Further such date shall be deemed to be the event which would entitle the RAJ GROUP to receive the differential License Fees. Such debit notes are to be paid immediately by the Operator upon receipt of the same. All other provisions under the Agreement as regards interest on late payment shall apply to such differential License Fees as well. The Operator shall be required to make payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in accordance with the terms hereof, and any failure to do so on the part of this Agreement the Operator shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date Late payments shall also attract interest calculated from the date payment was due until the date payment is made in full at the a pro rata monthly rate of 18% per annum payable by Affiliate to the Authorized Representative(“Late Payment Interest Rate”). The imposition and collection of interest on late payments does not constitute a waiver of Affiliatethe Operator’s obligation to make applicable payment(s) pay the License Fee by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative RAJ GROUP shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For Agreement. All License Fee payments hereunder are exclusive of all applicable indirect taxes including all and any service taxes, VAT, works contract taxes, customs duties, excise duties, entertainment taxes and other such taxes. All such taxes shall be at the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement Operator’s cost and will be charged at the prevailing rates by the Affiliate RAJ GROUP to the Broadcaster, through Operator. If payment of the Authorized Representative, are License Fee is subject to deduction of any withholding taxestax/TDS in accordance with the provisions of the Indian Income Tax Act 1961, then as amended, the Affiliate Operator shall (i) deduct/withhold the applicable provide tax withholding tax amount certificates to RAJ GROUP within such period as has been specified in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductionsIncome Tax Act/ Rules/ Notifications/ Circulars issued there under. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. (a) The Affiliate shall provide to the Authorized Representative the Subscriber Report for the applicable month, detailing therein the opening, closing and average number of Subscribers for that month, on or before the applicable Subscriber Report Due Date. (b) Broadcaster (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten) days of receipt of the Subscriber Report for such month from the Affiliate. In case the Affiliate fails to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Date, the Authorized Representative shall have the right to raise a provisional invoice on the Affiliate. However, the provisional invoice shall be for an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the Affiliate. (c) Affiliate shall be required to make payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement Contract Price shall be paid by Affiliate NET4GAS on the basis of an invoice issued by the Auction Participant. NET4GAS shall pay the Contract Price by transferring the corresponding amount to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure bank account of the Affiliate to make payment of Auction Participant specified in the applicable Monthly License Fee by the applicable Payment Due Date in terms heading of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond or, if different from the applicable Payment Due Date shall attract interest at bank account of the rate Auction Participant specified in the heading of 18% per annum payable by Affiliate this Agreement, to the Authorized Representativebank account specified in the invoice pursuant to Article 3.2.2 hereof. Each invoice issued shall contain at least the identification of the Auction Participant, the invoiced amount, the identification of the Subcontract for which the Auction Participant has fulfilled the obligation under Article 2.2.1 hereof, the date of the invoice and the bank account to which the invoiced amount is to be paid. The imposition and collection amount to be paid on the basis of interest on late payments does the invoice is not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate VAT. The invoice shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is be sent electronically to ▇▇▇▇▇▇▇▇▇@▇, (ii) remit/deposit such deducted withholding tax ▇▇▇▇▇▇.▇▇ and shall be payable within 21 days of its delivery to NET4GAS. The Parties agree that the obligation of NET4GAS to pay the Contract Price under this Article of the Agreement shall be deemed fulfilled on the date on which the amount corresponding to the applicable Indian tax authority Contract Price is transferred from the NET4GAS bank account specified in the name heading of this Agreement to the Auction Participant. NET4GAS may return the invoice to the Auction Participant if it does not contain the prescribed essentials or if it has other material defects. NET4GAS will return the invoice to the email address from which it was received and will state the reason for its return. The Auction Participant shall correct or reissue the invoice according to the nature of the Broadcaster within irregularity. Upon return of the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents invoice to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) Auction Participant, the original maturity of this Agreement, Affiliate the invoice shall have no right be suspended. The maturity of the new or corrected invoice shall be 21 calendar days after the date of its delivery to withhold or claim adjustment/set off NET4GAS. If NET4GAS disputes the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected amount invoiced by the Authorized Representative from Auction Participant, the Affiliate Auction Participant undertakes to issue a correction document to the original invoice based on the agreement of the Parties on the undisputed amount. NET4GAS shall be pay the undisputed amount based on First In First Out (FIFO) basisthe newly issued invoice as specified in Article 3.2.4 above.

Payment Terms. A. Except as otherwise specifically set forth herein, and notwithstanding any customer or other lawful instructions or authorizations to the contrary, the ESCO/Marketer agrees that all amounts due from ESCO/Marketer for services that are set forth on the Consolidated ▇▇▇▇ or rendered by NYSEG pursuant to the terms of this Agreement will be paid, without setoff, deduction or counterclaim, other than as specifically permitted hereunder or in the Manuals, in accordance with applicable Commission orders, rules and regulations, the UBPs and NYSEG’s Program Tariffs. B. Amounts payable to ESCO/Marketer from NYSEG under the POR Program will be disbursed to ESCO/Marketer or its designated financial institution, by automated clearing house (a“ACH”) The Affiliate transaction, within twenty (20) calendar days following issuance of the Consolidated ▇▇▇▇ for such receivable. ESCO/Marketer shall provide NYSEG with written instructions for the ACH transaction containing the name of the financial institution, the financial institution’s routing number, the name of the account and the account number. If ESCO/Marketer fails to provide such instructions, NYSEG will make payments by check. If NYSEG fails to make timely payments to the Authorized Representative ESCO/Marketer, NYSEG shall pay interest at the Subscriber Report rate of one and one-half percent (1½%) per month, but in no event in excess of the maximum amount authorized by law, on the amount that is not timely paid from the date payment is due to the ESCO/Marketer to the date of payment. Likewise, for any possible overpayments of POR made to ESCO, ESCO shall refund any overpayment within twenty (20) day of notice from the Company. ▇. ▇▇▇▇/Marketer warrants that, except as expressly permitted herein, the ESCO/Marketer amounts for commodity service payable to NYSEG hereunder or under the POR Program are not and will not be subject to any other billing, collection, or financing instrument, and have not been billed and will not be collected by or for the applicable monthbenefit of ESCO/Marketer or any other party. ESCO/Marketer further warrants that, detailing therein except as expressly permitted herein, amounts for commodity service payable to NYSEG hereunder or under the openingPOR Program are and will remain free from any and all encumbrances and security interests, closing and average number of Subscribers for that monthno such amounts are or will be assigned, on financed, sold, pledged, hypothecated, or before the applicable Subscriber Report Due Dateotherwise encumbered. D. No partial payment by either Party, or acceptance by the other Party, of a lesser amount than shall be due from either Party to the other Party, shall be treated otherwise than as a payment on account. The acceptance by a Party of a check for a lesser amount with an endorsement or statement thereon, or upon any correspondence accompanying or relating to such check that such lesser amount is payment in full shall be given no effect, and such Party may accept such check without prejudice to any other rights or remedies which such Party may have against the other Party and apply it as a partial payment. In the event either Party makes an overpayment to the other Party, such other Party shall not be liable for interest or late payment fees associated with the overpayment. E. Notwithstanding any other provision of this Agreement to the contrary, amounts due to NYSEG from ESCO/Marketer, including, but not limited to, amounts for delivery services, balancing and cash out, billing costs and services, late payment charges, and other amounts permitted by tariff, this Agreement or the Contract Documents (b) Broadcaster (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes“ESCO/Marketer Charges”), levies and cess) within 10 (ten) days of receipt of the Subscriber Report for such month may be setoff or deducted from the Affiliateamounts payable to ESCO/Marketer under the POR Program, provided that ESCO/Marketer has not posted other security that may be used for amounts past due from ESCO/Marketer to NYSEG. In case To the Affiliate fails to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Datefullest extent permitted by law, the Authorized Representative NYSEG shall have the right to raise a provisional invoice on setoff or deduct monies due NYSEG from amounts payable to ESCO/Marketer under the AffiliatePOR Program. However, Any claim ESCO/Marketer may have concerning the provisional invoice amount setoff or deducted from the amounts payable to ESCO/Marketer under the POR Program shall be for an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On presented to NYSEG in writing within thirty (30) days from receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the Affiliate. payment. ESCO/Marketer’s failure to present its claim within this thirty (c) Affiliate 30)-day period shall be required to make payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation any claim ESCO/Marketer may have with respect to make applicable payment(s) the amount due ESCO/Marketer under the POR Program. F. Any Accounts Receivable or portion thereof inadvertently received by ESCO/Marketer from customers shall be held by ESCO/Marketer in trust as the applicable Payment Due Dateproperty of NYSEG. In the event a customer inadvertently renders a payment for the Consolidated ▇▇▇▇ to the ESCO/Marketer or its designated representative, the ESCO/Marketer shall promptly notify NYSEG, by NYSEG and ESCO/Marketer account number if available, of the amount inadvertently paid to the ESCO/Marketer or its designated representative, and the Broadcaster through ESCO/Marketer or its designated representative will remit such amount by an ESCO check, within five (5) days, without setoff, deduction or counterclaim, to NYSEG, together with the Authorized Representative customer’s name, customer’s POD ID, amount paid by such customer, and such other information as reasonably requested by NYSEG. NYSEG shall retain all of its other rights and remedies under have the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate right to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in endorse the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remitESCO/deposit such deducted withholding tax amount Marketer on any and all remittances by customers made to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax lawNYSEG that are payable to ESCO/Marketer, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off collect and retain the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etcsame from customers.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. 1. Upon approval of the Developer’s Phase Project Cost Statement as applicable to the designated Phase, the Authority shall transmit the approval to the Director of the Division of Taxation (a) The Affiliate “Director”), New Jersey Department of the Treasury. For purposes of this Agreement, the Phase Eligible Project Costs approved by the Authority shall serve as the actual Total Project Costs for purposes of calculating the total and annual State ERG Grant amounts applicable to such Phase. 2. Upon receiving the verified actual Phase Eligible Project Costs from the Authority, the Director shall calculate the maximum State ERG Grant to which the Developer may be entitled with respect to such Phase, subject to the amount of Developer Eligible Revenues collected and the limitations set forth in this Agreement. For that year and on an annual basis thereafter, the Director shall calculate the appropriate annual State ERG Grant payment based on the revenues collected in the prior calendar year from the Developer Eligible Revenues subject to the limitations set forth in this Agreement. 3. Developer shall provide the Director no later than March 1st of each year, the required information pursuant to V(1) hereof. Provided that such information has been received and is acceptable, the Authorized Representative State ERG Grant shall be paid by the Subscriber Report State in annual installments payable no later than June 1st of each year, for a term not to exceed twenty (20) years. When assessing whether new Developer Eligible Revenues have in fact been generated for such reimbursement, the applicable month, detailing therein the opening, closing and average number of Subscribers for that month, on or before the applicable Subscriber Report Due DateDirector will review all available documentation concerning any such new taxes generated. (b) Broadcaster (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten) days of receipt of the Subscriber Report for such month from the Affiliate4. In case the Affiliate fails to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Date, the Authorized Representative shall have the right to raise a provisional invoice on the Affiliate. However, the provisional invoice All payments made hereunder shall be for an amount not more than the Monthly License Fee that was payable subject to annual appropriation by the Affiliate for the immediate preceding monthState Legislature and availability of funds. On receipt Failure to pay as a result of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the Affiliatethese conditions shall not constitute an event of default hereunder. (c) Affiliate shall be required 5. A sum equal to make payment 20% of the applicable Monthly License Fee invoice any reimbursement to the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate which Developer is entitled under this Agreement shall be made together with applicable taxes, levies and cess. At withheld by the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split Department of the Monthly License Fee between Treasury for adjustment as necessary, and shall not be released to the Developer, until the expiration of the applicable statute of limitations with respect to the taxes specified in Article I(2) above. As and when the applicable statute of limitations expires as to each such installation addresses and tax, the amount of withheld State ERG Grant that is applicable to such information tax shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate released to the Authorized Representative Developer in Indian Rupees by demand draft/pay order/cheque drawn the manner provided in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of If the Affiliate to make payment expiration of the applicable Monthly License Fee statute of limitations occurs after the twenty (20) year term of the State ERG Grant, then notwithstanding such termination the amounts reserved pursuant to this Section (III)(5) shall be released to Developer as and when each such statute of limitations expires. 6. An annual charge of $5,000 and all additional reasonable administrative costs associated with this State Incentive Grant shall be assessed to Developer and retained by the applicable Payment Due Date in terms Director of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond Taxation, from the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Dateannual incentive grant payments, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductionsERG regulations becoming final. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. On a monthly basis, Viator (aor its designee) The Affiliate shall provide will pay Supplier a “Supplier Remittance” in an amount equal to the Authorized Representative sum of the Subscriber Report Net Rate for each Product purchased via the applicable monthDistribution Channels and delivered by Supplier to Customers, detailing therein the openingless any adjustments, closing and average number of Subscribers including for that month, on cancellations or before the applicable Subscriber Report Due Date. refunds provided to Customers. Viator will make payment by Electronic Funds Transfer (b) Broadcaster (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cessEFT) within 10 twenty-one (ten21) business days of receipt after the end of the Subscriber Report for such month from the AffiliateSettlement Period (defined below). In case the Affiliate fails to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Datecalculating such payment amount, the Authorized Representative shall have Net Rate will be based on the lowest applicable rate at the time the Customer booked the Product in accordance with Section 1 of this Agreement. In the event that the Supplier Remittance payable to Supplier is less than fifty United States dollars (US$50) or its equivalent in a given Settlement Period (the “Minimum Remittance Threshold”), Viator reserves the right to raise a provisional invoice on the Affiliate. However, the provisional invoice shall be for an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the Affiliate. (c) Affiliate shall be required to make withhold payment of the applicable Monthly License Fee invoice Supplier Remittance until the aggregate Supplier Remittance meets or exceeds the Minimum Remittance Threshold. Supplier will notify Viator of any billing discrepancies by email within forty-five (45) days after the date on which the Product was provided by Supplier to the Authorized Representative within fifteen Customer or thirty (1530) days of after receipt of remittance advice, whichever is later. After such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to period, adjustments for billing discrepancies will be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cessin Viator’s sole discretion. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate Without prejudice to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”foregoing, unless instructed otherwise in writing by the Authorized Representative and such payment shall no dispute may be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Dateraised, and the Broadcaster through the Authorized Representative shall retain all no claim, action or proceedings may be brought, against Viator in respect of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever payment-related matter (including but not limited to by virtue matters relating to Net Rates and Supplier Remittances after (a) the expiry of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). one (h1) All payments collected by the Authorized Representative year from the Affiliate shall date on which the payment at issue is due (or alleged to be due) by Viator, or (b) where more than one payment is at issue, the expiry of one (1) year from the date on First In First Out which the first of such payments at issue is due (FIFOor alleged to be due) basisby Viator. Viator will pay by EFT into the Supplier bank account provided by Supplier. If Supplier fails to provide, maintain or update the bank account details required by Viator (including all relevant tax information), Viator reserves the right to withhold payment until such time as this information has been provided. If Supplier requests payment in a form other than EFT or into an account or in a currency that is not denominated in United States Dollars, Pound Sterling, Euros or Australian Dollars, Viator reserves the right to apply a transaction fee and/or a currency conversion fee for such payment, which such fee or fees will not exceed Viator’s cost. For each payment, Viator will make available to Supplier a remittance advice detailing the transaction ID and other booking information for each Product transaction included in the Supplier Remittance. UNLESS SPECIFICALLY REQUIRED BY THIS ATTACHMENT, SUPPLIER WILL NOT SEND INVOICES TO VIATOR. Any Supplier invoices sent to Viator are hereby rejected, and Viator has no obligation to pay, and no liability with respect to, any Supplier invoices sent to Viator.

Payment Terms. Monthly subscription payment will be made by way of pre-payment by authorised credit card. Yearly or non-monthly subscription payment for orders with an annual value of under $2000 U.S will be paid by authorised credit card. Yearly subscription payment and payment of monthly subscription orders with an annual value of over $2000 US will be made by electronic funds transfer (aadditional bank charges, transfer fees and all other related expenses are the responsibility of Licensee) The Affiliate shall provide to the Authorized Representative the Subscriber Report or by cheque, at licensee’s option, upon receipt by Licensor of an approved Licensee purchase order, for the applicable term detailed in the Order Form. Upon receipt of an Order Form or a Licensee authorised purchase order, Licensor will activate access to Web Services for a period of one (1) month. For monthly subscriptions, detailing therein upon receipt of uninterrupted monthly payment, the openingterm will be renewed. For annual subscriptions, closing and average upon receipt of full payment, Licensor will activate the remaining months of the Term. During the Term, Licensee has the right to purchase additional licenses at the same price as the initial order unless Licensee has received notification of a price increase as identified above. A cumulative volume discount will apply if the number of Subscribers additional licenses causes a higher volume pricing discount threshold to be achieved. The price for that month, additional accounts will be pro-rated to be co-terminus with the previous licenses. There is no refund for decreasing the number of Users for annual subscriptions. Unless otherwise stated on or before the applicable Subscriber Report Due Date. (b) Broadcaster (through Order Form, upon execution of the Authorized Representative) Order Form, Licensee shall raise monthly invoices towards prepay any fees or payments set forth in the Order Form. Licensing fees and time and materials charges not paid upon execution of the applicable Monthly License Fee (together with applicable taxesOrder Form, levies and cess) within 10 (ten) days of receipt of including penalties for late payment as per the Subscriber Report for such month from the AffiliateOrder Form and/or related invoice, will be invoiced monthly according to Licensor's billing cycle. In case the Affiliate fails to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Date, the Authorized Representative Licensee shall have the right to raise a provisional withhold any portion of an invoice on the Affiliate. However, the provisional invoice shall be for an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the Affiliate. (c) Affiliate shall be required to make payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees is reasonably disputed in good faith; provided that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold Licensee cooperates diligently with Licensor to resolve the applicable withholding tax amount dispute in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, a timely manner and (ii) remit/deposit Licensee makes payment of all undisputed portions of such deducted invoice. Any withholding tax amount to of fees hereunder in accordance with the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) foregoing shall not be deemed a breach of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. The License Fee shall be paid in arrears within fifteen (a15) The Affiliate days from the date of invoice (“Due Date”) raised on the basis of detailed Subscriber Report of the Operator by RAJ GROUP without any deduction, except the withholding tax/TDS as provided in this Agreement. Within seven (7) days of end of each month, the Operator shall provide to the Authorized Representative the Subscriber Report for the applicable month, detailing therein the opening, closing and average number of Subscribers for that particular month, based on or before the applicable Subscriber Report Due Date. (b) Broadcaster (through the Authorized Representative) which RAJ GROUP shall raise monthly invoices towards an invoice on the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten) days of receipt of the Subscriber Report for such month from the AffiliateOperator. In case the Affiliate Operator fails to furnish send the Subscriber Report for the applicable month report within the applicable Subscriber Report Due Dateaforesaid period of the said seven (7) days, the Authorized Representative RAJ GROUP shall have the right to raise a provisional invoice and the Operator shall be under obligation to pay the License Fee on the Affiliatebasis of such provisional invoice in accordance with the terms of this clause. However, However the provisional invoice shall be for an amount not more than the Monthly License Fee that was monthly license fee payable by the Affiliate Operator for the immediate immediately preceding month. On receipt by RAJ GROUP of the relevant Subscriber Report for such the particular month from the AffiliateOperator, the Parties would shall conduct reconciliation between the provisional invoice raised by the Authorized Representative RAJ GROUP and the Subscriber Report for such month sent by the Affiliate. Operator. Where any debit notes or credit notes are to be issued for recovering differential License Fees from Operator for an already invoiced period (cfor any reason what so ever), then RAJ GROUP shall by 7th of the following month complete all activities (like performing internal checks, measurement of differential License Fees etc) Affiliate that would enable RAJ GROUP to be in a position to issue the debit note or credit note on the Operator. Further such date shall be deemed to be the event which would entitle the RAJ GROUP to receive the differential License Fees. Such debit notes are to be paid immediately by the Operator upon receipt of the same. All other provisions under the Agreement as regards interest on late payment shall apply to such differential License Fees as well. The Operator shall be required to make payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in accordance with the terms hereof, and any failure to do so on the part of this Agreement the Operator shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date Late payments shall also attract interest calculated from the date payment was due until the date payment is made in full at the a pro rata monthly rate of 18% per annum payable by Affiliate to the Authorized Representative(“Late Payment Interest Rate”). The imposition and collection of interest on late payments does not constitute a waiver of Affiliatethe Operator’s obligation to make applicable payment(s) pay the License Fee by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative RAJ GROUP shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For Agreement. All License Fee payments hereunder are exclusive of all applicable indirect taxes including all and any service taxes, VAT, works contract taxes, customs duties, excise duties, entertainment taxes and other such taxes. All such taxes shall be at the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement Operator’s cost and will be charged at the prevailing rates by the Affiliate RAJ GROUP to the Broadcaster, through Operator. If payment of the Authorized Representative, are License Fee is subject to deduction of any withholding taxes, then tax/TDS in accordance with the Affiliate shall (i) deduct/withhold provisions of the applicable withholding tax amount in the name of Broadcaster whose PAN number is Indian Income Tax ▇▇▇▇▇▇▇ ▇▇▇▇, (ii) remit/deposit as amended, the Operator shall provide tax withholding certificates to RAJ GROUP within such deducted withholding tax amount to the applicable Indian tax authority period as has been specified in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductionsIncome Tax Act/ Rules/ Notifications/ Circulars issued there under. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. (aa. CARRIER has investigated, monitored, and agrees to conduct business hereunder based on the credit-worthiness of BROKER and is granting BROKER credit terms accordingly. b. On all shipments tendered to CARRIER pursuant to this Agreement, compensation shall be paid to CARRIER solely and exclusively by BROKER, in the amount(s) set forth in the Carrier Rate Confirmation Agreement sent by BROKER to CARRIER for shipments brokered to CARRIER. The Affiliate Carrier Rate Confirmation Agreement, including all warranties, terms and conditions contained therein, is hereby incorporated herein by reference and shall provide be considered a part of this Agreement. Any accessorial charges such as loading-unloading fee, entry fee, pallet exchange, etc, are included in agreed freight rate. c. As a condition precedent to payment, CARRIER shall submit to BROKER the Authorized Representative the Subscriber Report ▇▇▇▇ of lading and proof of delivery, and any other documents which BROKER may require for the applicable monthshipment, detailing therein the opening, closing and average number WITHIN FIVE (5) DAYS of Subscribers for that month, on or before the applicable Subscriber Report Due Date. (b) Broadcaster (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) delivery of each shipment transported pursuant to this Agreement. BROKER agrees to pay CARRIER's invoice within 10 (ten) 30 days of receipt of the Subscriber Report for such month from ▇▇▇▇ of lading, proof of delivery and any other required shipping documents, provided CARRIER is not in default under the Affiliate. In case the Affiliate fails to furnish the Subscriber Report terms of this Agreement. d. BROKER shall not be responsible for the applicable month payment of any freight bills for any charges which are not submitted to BROKER by CARRIER within 180 days of the applicable Subscriber Report Due Date, date of delivery of the Authorized Representative shall have the right to raise a provisional invoice shipment(s) represented on the Affiliateany such freight bills. However, the provisional invoice shall be Any claim for an amount not more than the Monthly License Fee that was payable by the Affiliate overpayment or underpayment for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the Affiliate. (c) Affiliate shall be required motor carrier services provided pursuant to make payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At presented by the time of making payment, Affiliate may specify party asserting the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through claim to the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split other party within 60 days of the Monthly License Fee between discovery of the claim, but in no event will any such installation addresses claim(s) be asserted more than one hundred and eighty (180) days after the delivery of the shipment(s) giving rise to any such information claim. Any civil action to recover or collect any unpaid freight charges, overcharges or undercharges shall be shared by Affiliate in such manner as shall be requested from time instituted within 18 months of the date of delivery, or its right to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed ▇▇▇ or otherwise in writing by the Authorized Representative and such seek payment shall be valid discharge waived. e. CARRIER authorizes BROKER, and grants BROKER the exclusive right, to invoice CARRIER’s freight charges directly to BROKER’s Customer or any party to the ▇▇▇▇ of Affiliatelading. CARRIER ACKNOWLEDGES AND AGRESS THAT CARRIER IS PROHIBITED UNDER THIS AGREEMENT FROM CONTACTING BROKER’S CUSTOMERS, CONSIGNORS, CONSIGNEES, OR ANY OTHER PARTY APART FROM BROKER, CONCERNING PAYMENT FOR CARRIER’S SERVICES UNDER THIS AGREEMENT, AND SHALL REFRAIN FROM ALL COLLECTION EFFORTS AGAINST ANY SUCH PERSON OR ENTITY. CARRIER FURTHER AGREES THAT THIS PROHIBITION EXTENDS TO AND INCLUDES ANY AND ALL COLLECTION AGENTS, FACTORING AGENTS OR ATTORNEYS ACTING ON CARRIER’S BEHALF. CARRIER shall be liable for all damages BROKER incurs as a result of any breach of this provision, including damages for loss and interruption of business, damage to broker’s commercial reputation, loss of profits and tortious interference with business relations, and agrees that BROKER shall be entitled to seek injunctive relief. f. CARRIER hereby assigns to BROKER all its rights to collect freight charges from BROKER’s customers or any responsible third party on receipt of payment from BROKER. g. CARRIER agrees that BROKER has the discretionary right to offset any payments owed to CARRIER hereunder for liability towards incurred by BROKER as a result of CARRIER’s breach of this agreement, including, but not limited to, claims for cargo loss, damage, or delay. h. CARRIER agrees that any tariffs, circulars, pricing authorities and/or similar documents that it publishes shall not apply to the Broadcaster transportation services provided by the CARRIER under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. (ai) The Affiliate Attached hereto as Exhibit Q is a Payment Milestone Schedule, which correlates the engineering, design, EQUIPMENT supply and commissioning components of the WORK with an appropriate percentage of the CONTRACT PRICE, and also sets forth the dates on which each of the milestone events are to be completed. Promptly following the end of each calendar month, CONTRACTOR shall certify to NATIONAL, by executing and delivering a status report, in such form and substance as is reasonably specified by NATIONAL, whether or not (A) the milestone events on the Payment Milestone Schedule for that month were accomplished; and (B) the progress of the WORK is in compliance with the CONTRACT Schedule, and shall provide along with such certification appropriate supporting documentation. Notwithstanding anything to the Authorized Representative contrary set forth in the Subscriber Report Payment Milestone Schedule, CONTRACTOR shall not invoice NATIONAL, and NATIONAL shall not be obligated to pay, for milestones achieved more than one month ahead of the applicable month, detailing therein projected completion date therefor set forth in the opening, closing and average number of Subscribers for that month, on or before the applicable Subscriber Report Due DatePayment Milestone Schedule. (bii) Broadcaster Those aspects of the WORK for which payment is not governed pursuant to either Section 35.2 or subsection (through i) above (e.g., construction components of the Authorized RepresentativeWORK) shall raise monthly invoices towards be paid for via progress payments in the applicable Monthly License Fee (together with applicable taxes, levies and cessmanner set forth in Section 35.4(ii) within 10 (ten) days of receipt below. Attached hereto as Exhibit R is a Construction Estimate which sets forth estimated total quantities to be used during the construction components of the Subscriber Report for such month from WORK and breaks the Affiliate. In case the Affiliate fails to furnish the Subscriber Report construction component into subcategories for the applicable month within WORK. CONTRACTOR shall update the applicable Subscriber Report Due Date, the Authorized Representative shall have the right to raise a provisional invoice information contained on the Affiliate. However, the provisional invoice shall be for an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the Affiliate. Exhibit R (cTHE CONSTRUCTION ESTIMATE) Affiliate shall be required to make payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through providing written notice thereof to NATIONAL. Promptly following the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative end of each calendar month in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure which construction components of the Affiliate to make payment WORK are being performed, CONTRACTOR shall provide NATIONAL with a status report, in such form and substance as is reasonably specified by NATIONAL and in accordance with the PROGRESS EVALUATION/PROCEDURE, setting forth the progress of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount construction activities detailed in the name then-applicable version of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, Exhibit R (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.THE CONSTRUCTION ESTIMATE). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. (a) The Affiliate shall provide Schemaport LLC may offer you the opportunity to subscribe to the Authorized Representative the Subscriber Report monthly, or annual subscription fee, as applicable for the applicable monthrespective Schemaport Products and Services. After the Evaluation Period, detailing therein if granted, if you do not sign up for a fee-based version of the openingSchemaport Products and Services, closing Schemaport LLC will remove all User Data from the Network. BY ACCEPTING THIS AGREEMENT AND USING SCHEMAPORT PRODUCTS AND SERVICES, YOU EXPRESSLY AUTHORIZE SCHEMAPORT LLC TO ▇▇▇▇ AND COLLECT PAYMENT FROM YOU BY ANY PAYMENT METHOD YOU REGISTER WITH SCHEMAPORT LLC INCLUDING, BUT NOT LIMITED TO, YOUR CREDIT CARD, BANK ACCOUNT, OR ONLINE PAYMENT SYSTEM SUCH AS PAYPAL. If you agree to pay the fee for subscribing to the Schemaport Products and average number Services, such fee will be billed on a monthly or annual basis by Schemaport LLC or charged by a company designated by Schemaport LLC in accordance with the payment method you have chosen for your purchase. Payments are due prior to the beginning of Subscribers the term for which you have subscribed. If you are paying by credit or debit card, by designating a card to be billed, you confirm that monthyou are authorized to make such purchase and that you are the holder of such card (e.g., on or before that the applicable Subscriber Report Due Date. card is issued in your name). It is your responsibility to maintain proper payment and billing information with Schemaport LLC. Failure to maintain proper and up-to-date payment and billing information will result in the termination of your license and subscription to the Schemaport Products and Services in accordance with Section 8 (b) Broadcaster (through Termination). Your subscription to the Authorized Representative) shall raise monthly invoices towards Schemaport Products and Services you purchase will automatically renew at the applicable Monthly License Fee (together end of each billing cycle at the then current fees unless you terminate your subscription prior to the end of such billing cycle in accordance with applicable taxes, levies and cess) within Section 10 (ten) days of receipt of the Subscriber Report for Termination). Unless you notify Schemaport LLC otherwise, such month from the Affiliate. In case the Affiliate fails to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Date, the Authorized Representative shall have the right to raise a provisional invoice on the Affiliate. However, the provisional invoice shall renewal will always be for an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the Affiliate. (c) Affiliate shall be required to make payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cessyour prior subscription term. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is renewal Schemaport will ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to ▇ using the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax lawpayment method you have designated. Schemaport LLC will not refund any payments already paid, and (iii) within any cancellation by you will take place at the end of your applicable statutory period as per the applicable Indian tax lawsubscription term, deliver all documents to the Authorized Representative evidencing such statutory deductionsunless a sooner date is requested. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. (a) The Affiliate Within two Business Days after the end of a Coverage Period, HCFI shall provide send to the Authorized Representative the Subscriber HMC a Support Compensation Report (“Report”) for the applicable monthCoverage Period substantially in the form of Attachment B to this Agreement, detailing therein which contains HCFI’s calculation of the opening, closing and average number of Subscribers Keepwell Fee owed to HMC for that month, on or before the applicable Subscriber Report Due DateCoverage Period. (b) Broadcaster When HMC receives a Report pursuant to paragraph (through a) of this section 2.01, HMC shall promptly review the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together Report and inform HCFI if it disagrees with applicable taxes, levies and cess) within 10 (ten) days of receipt any part of the Subscriber Report for such month from the Affiliate. In Report, in which case the Affiliate fails Parties shall confer to furnish resolve the Subscriber Report for the applicable month within the applicable Subscriber Report Due Datedisagreement, the Authorized Representative and, if necessary, HCFI shall have the right to raise promptly send HMC a provisional invoice on the Affiliate. However, the provisional invoice shall be for an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the Affiliaterevised Report. (c) Affiliate If the HMC accepts a Report (either the initial Report or a revised Report), HMC shall be required send HCFI an invoice for the amount shown in the Report as owed to make payment HMC, and HCFI shall pay that amount within 15 Business Days from the date of the applicable Monthly License invoice. 2.02. HCFI may offset against a Keepwell Fee invoice the amount of any expenses that HCFI has incurred on behalf of HMC since the effective date of this Agreement (and not previously used as an offset under this section) in connection with any obligation subject to the Authorized Representative within fifteen (15) days of receipt of Keepwell Agreement, provided that HCFI lists these expenses in the Report covering the Keepwell Fee against which the offset is claimed. 2.03. If any amount payable by HCFI pursuant to this Agreement is subject to withholding tax in Canada, HCFI is authorized to withhold and pay such invoice from tax to Canada rather than to HMC, but HCFI shall note the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required tax to be made by Affiliate under withheld in the Report that calculates the taxable amount. (a) All payments to HMC pursuant to this Agreement shall be determined and made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized RepresentativeCanadian dollars. (db) Any/all payments required to be made by Affiliate under this Agreement For purposes of determining Period Average Keepwell Obligations, the amount of such Obligations that are not denominated in Canadian dollars shall be paid by Affiliate converted to Canadian dollars at prevailing exchange rates on the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure last Business Day of the Affiliate to make payment of Coverage Period over which the applicable Monthly License Fee by the applicable Payment Due Date in terms of this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable LawsPeriod Average is determined. (f) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.

Payment Terms. 2.1 It is the responsibility of the Provider to request funding from the Council for any Child seeking funding for a Funded Placement within thirty (a30) Working Days of the date of the delivery of the Services to any Child (the “Submission Period”) using the relevant forms as detailed in the Early Years Admissions Policy. The Affiliate Council shall provide have no liability to make payments to the Authorized Representative Provider in respect of payment requests received after the Subscriber Report expiry of Submission Period. The Council will not consider or accept retrospective requests for payment for any Child for any payment for a service where the applicable month, detailing therein Council has not yet agreed a Funded Placement. Payment will be made for any relevant claim only once a Funded Placement is approved by the opening, closing and average number of Subscribers for that month, on or before the applicable Subscriber Report Due DateCouncil. (b) Broadcaster (through 2.2 Payment for a Funded Placement shall be made in monthly or termly instalments to the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten) days of receipt Provider. Payment will be made subject to continued performance of the Subscriber Report for such month Service during the Period of Contract. 2.3 Where any subsequent payments are due these will be adjusted to reflect the actual information submitted by the Provider in accordance with the Early Learning and Childcare Admissions Policy. 2.4 The method of payment to the Provider will be Banker’s Automated Credit Systems Transfer (BACS) in monthly instalments being paid in arrears throughout the year. 2.5 In the event of an overpayment of the Price (including circumstances where monies have been claimed from the Affiliate. In case the Affiliate fails to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Date, the Authorized Representative shall have the right to raise a provisional invoice on the Affiliate. However, the provisional invoice shall be Council for an amount not Eligible Child which amounts to more than the Monthly License Fee that was payable total entitlement for said Eligible Child) the sum equal to the amount of the overpayment shall be repayable to the Council and shall be deducted by way of adjustment to the Price paid by the Affiliate Council in subsequent instalments. 2.6 The Council will not reclaim funding where funded entitlement cannot be delivered for short periods, such as individual children being absent due to illness or holidays as notified by the parent(s)/ guardian(s)/ Carer(s). In certain circumstances (e.g. illness) funding may be continued for a child’s absence for longer periods of time, where the Provider has the relevant documentary evidence from parent(s)/ guardian(s)/ carer(s). This will be considered at the discretion of the Early Years’ Service. Payment in circumstances such as premises being closed as a result of an emergency, loss of services, adverse weather/snow days or other unforeseen circumstances will be considered on a case by case basis. Information should be provided to the Early Years’ Service for consideration as soon as the situation is known and in advance of closure where possible. 2.7 Payment by the Council of the Price does not imply acceptance by the Council that the Service has been performed satisfactorily. 2.8 The Council shall be entitled to recover from the Provider any of the payments made in Conditions 1.1.1, 1.1.2, 1.1.3 or 1.4 of this Schedule Part 6 in respect of services where the Service has not been performed or has not been performed to the Council’s satisfaction, acting reasonably, or where the Contract has been terminated in accordance with the Conditions of Contract and such repayment shall be due within 30 days of the Provider’s receipt of a written demand for the immediate preceding month. On receipt of the Subscriber Report for such month same from the Affiliate, Council. This is the Parties would conduct reconciliation Schedule to the foregoing Contract between the provisional invoice raised by the Authorized Representative Council and the Subscriber Report Provider for such month sent by Early Learning and Childcare Services Part 7: Insurance Requirements Employers’ Liability and Public Liability Insurance For the Affiliate. (c) Affiliate shall be required to make payment of the applicable Monthly License Fee invoice to the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement shall be made together with applicable taxes, levies and cess. At the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative. (d) Any/all payments required to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments shall be made by Affiliate towards any payments/dues whatsoever. (e) Failure of the Affiliate to make payment of the applicable Monthly License Fee by the applicable Payment Due Date in terms duration of this Agreement and for a minimum of 6 years after its termination or expiry, the Provider shall constitute a material breach hereundermaintain in force with reputable insurers: • Employer’s liability insurance* in the sum of not less than TEN MILLION POUNDS (£10,000,000) in respect of any one incident and unlimited as to numbers of claims; and • Public liability insurance in the sum of not less than FIVE MILLION POUNDS (£5,000,000) in respect of any one incident and unlimited as to numbers of claims. Any payment(s) which remain unpaid beyond the * where applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, and the Broadcaster through the Authorized Representative shall retain all of its other rights and remedies under the Agreement and/or Applicable Laws. Employers’ Liability (fCompulsory Insurance) For the sake of clarity, if under applicable Indian tax laws, any payments under this Agreement by the Affiliate to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate shall be on First In First Out (FIFO) basis.Act 1969

Payment Terms. (a) The Affiliate Licensor shall provide Novartis with written notice of the achievement of each Milestone which is achieved prior to the Authorized Representative Novartis Development Commencement Date, within thirty (30) days after such achievement. Novartis shall provide CTI with written notice of the Subscriber Report for achievement of each Milestone which is achieved after the applicable monthNovartis Development Commencement Date, detailing therein within thirty (30) days after such achievement. After receipt of such notice (if applicable), Licensor shall submit an invoice to Novartis substantially in the openingform of Schedule I with respect to the corresponding Milestone Payment, closing provided that no such invoice shall be submitted prior to the Novartis Development Commencement Date and average number Novartis shall not be obligated to pay any Milestone unless and until Novartis exercises its Development Rights hereunder. Novartis shall make the Milestone Payment within sixty (60) days after receipt of Subscribers for that month, on or before the applicable Subscriber Report Due Dateinvoice. (b) Broadcaster Within thirty (through the Authorized Representative) shall raise monthly invoices towards the applicable Monthly License Fee (together with applicable taxes, levies and cess) within 10 (ten30) days after each Calendar Quarter during the term of this Agreement following the First Commercial Sale of a Product by Novartis, its Affiliates or sublicensees, Novartis will provide to Licensor the Sales Report, including the royalties due with respect to such Calendar Quarter. Licensor shall submit an invoice to Novartis substantially in the form of Schedule I with respect to such royalty amount. Novartis shall pay such royalty amount within ******** days after receipt of the Subscriber Report for such month from the Affiliate. In case the Affiliate fails to furnish the Subscriber Report for the applicable month within the applicable Subscriber Report Due Date, the Authorized Representative shall have the right to raise a provisional invoice on the Affiliate. However, the provisional invoice shall be for an amount not more than the Monthly License Fee that was payable by the Affiliate for the immediate preceding month. On receipt of the Subscriber Report for such month from the Affiliate, the Parties would conduct reconciliation between the provisional invoice raised by the Authorized Representative and the Subscriber Report for such month sent by the Affiliateinvoice. (c) Affiliate Each Party shall provide to the other Party an invoice for any other amounts due to it under this Agreement. Payments on such invoices shall be required to make payment made within ******** of the other Party’s receipt of the applicable Monthly License Fee invoice invoice. Invoices to the Authorized Representative within fifteen (15) days of receipt of such invoice from the Authorized Representative (“Payment Due Date”). Affiliate agrees that any/all payment(s) required to be made by Affiliate under this Agreement Novartis shall be made together with applicable taxes, levies and cess. At substantially in the time of making payment, Affiliate may specify the invoice number and invoice date against which such payment is being made by Affiliate, failing which Broadcaster (through the Authorized Representative) shall allocate the payment received from Affiliate form set forth in such manner as Broadcaster (through the Authorized Representative) may deem fit and Affiliate shall accept such allocation without any demur. Affiliate shall also inform Broadcaster (through the Authorized Representative) the split of the Monthly License Fee between such installation addresses and such information shall be shared by Affiliate in such manner as shall be requested from time to time by Broadcaster, through the Authorized Representative.Schedule I. (d) Any/all payments required Payments to be made by Affiliate under this Agreement shall be paid by Affiliate to the Authorized Representative in Indian Rupees by demand draft/pay order/cheque drawn in favour of “INDIACAST MEDIA DISTRIBUTION PRIVATE LIMITED”, unless instructed otherwise in writing by the Authorized Representative and such payment shall be valid discharge of Affiliate’s payment liability towards the Broadcaster under this Agreement. No cash payments each Party shall be made by Affiliate towards any payments/dues whatsoeverelectronic wire transfer of immediately available funds to the account of the Party, as designated in writing to the other Party. (e) Failure For the avoidance of doubt, no payments shall become due and payable and neither Party will be obligated to reimburse the Affiliate to make payment of the applicable Monthly License Fee other Party for any costs incurred by the applicable Payment Due Date other Party under or in terms of connection with this Agreement shall constitute a material breach hereunder. Any payment(s) which remain unpaid beyond the applicable Payment Due Date shall attract interest at the rate of 18% per annum payable by Affiliate to the Authorized Representative. The imposition unless and collection of interest on late payments does not constitute a waiver of Affiliate’s obligation to make applicable payment(s) by the applicable Payment Due Date, until this Agreement becomes effective in accordance with Section 18.15 and the Broadcaster through the Authorized Representative shall retain all of Novartis exercises its other rights and remedies under the Agreement and/or Applicable LawsDevelopment Rights. (f) For the sake of clarityUnless otherwise specified by CTI to Novartis in writing in accordance with Section 18.9, if under applicable Indian tax laws, any all payments under this Agreement by the Affiliate Novartis to the Broadcaster, through the Authorized Representative, are subject to deduction of withholding taxes, then the Affiliate shall (i) deduct/withhold the applicable withholding tax amount in the name of Broadcaster whose PAN number is ▇▇▇▇▇▇▇▇▇▇, (ii) remit/deposit such deducted withholding tax amount to the applicable Indian tax authority in the name of the Broadcaster within the due dates prescribed under the applicable Indian tax law, and (iii) within the applicable statutory period as per the applicable Indian tax law, deliver all documents to the Authorized Representative evidencing such statutory deductions. (g) Except as stated in Clause 5(e) of this Agreement, Affiliate shall have no right to withhold or claim adjustment/set off the Monthly License Fee under this Agreement for any reason whatsoever (including but not limited to by virtue of any alleged loss of subscriber, counterclaim against the Broadcaster through the Authorized Representative, etc.). (h) All payments collected by the Authorized Representative from the Affiliate Licensor hereunder shall be on First In First Out (FIFO) basismade to CTI.