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AGREEMENT THIS AGREEMENT is entered into at Mumbai on this ____ day of April, 2012 by and between: VAINTEYA FILMS PRITAVE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 1801, A Wing, Evershine Embassy, Veera Desai Road, Opposite Country Club, Andheri (W), Mumbai-400 053 bearing PAN NO: AACCV5453 (hereafter referred to as "VFPL", which expression shall, unless repugnant to the meaning or context thereof, be deemed to include its successors in interest, liquidator, administrator and permitted assigns) of the First Part, AND VASU FILMS having its registered office at B-107, Twin Towers, Lokhandwala Market, Andheri (W), Mumbai-400 053 (hereinafter referred to as VF, which expression shall, unless repugnant to the meaning or context thereof, be deemed to include its successors in interest, administrator and permitted assigns) of the Second Part. Each of VFPL and VF are referred to hereunder as a Party and collectively as Parties WHEREAS:

A.
films.

VFPL is, inter alia, engaged in the business of producing feature VF is, inter alia, engaged in the business of film financing and related activities. It has been agreed between the Parties that the Film shall be partially financed by VF on the terms and conditions contained herein and VF shall pay to VFPL the entire amount of the Prints and Advertising Budget of the Film in the manner set out herein. The Parties are now desirous of recording the terms and conditions on which the Film shall be partially financed and commercially exploited. NOW THEREFORE, in consideration of the foregoing and the mutual covenants and promises contained hereinafter and other good and valuable consideration the adequacy of which is hereby acknowledged the Parties, intending to be bound legally, agree as follows: ARTICLE 1 DEFINITIONS AND CONSTRUCTION 1.1Definitions

B. C.

D.

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1.1.1

Agreement shall mean this Agreement and any and all annexures attached to it or incorporated in it by reference and shall include any modifications of this Agreement as may be mutually agreed in writing.

1.1.2

VFPLs Gross Collection for Film shall mean all income received in money form by VFPL from commercial exploitation of the film and Contractual Engagements arrived at and executed for Film.

1.1.3 1.1.4 1.1.5

VFPLs Net Profit for Film shall have the meaning given in Article 2.9. Business Day shall mean a day on which banks in Mumbai are open for banking business. Confidential Information shall mean any confidential, proprietary, or trade secret information or materials of a Party, in whatever form, tangible or intangible, disclosed or provided in connection with this Agreement and all nonpublic information relating to the Parties whether past, present, or future, including financial results and projections, costs and prices, suppliers, employees, consultants, technologies, technical and business strategies, marketing, pricing and other strategies, the Scripts and trade secrets that the Parties will have access to in the course of this Agreement.

1.1.6

Contractual Engagement(s) shall mean all engagements that may be entered into for exploitation of the Film in the nature of, and including but not limited to the following: (a) Sale, pre-sale, distribution, licensing or dilution of any and all rights whatsoever of, or arising from, the Film and/or the Records in any manner whatsoever; Arrangements for placement of products or services in the Film (in-film advertising), product or service endorsements and advertisements in respect of the Film, including print, radio and audio-visual advertisements, and all associations of products and/or services with the Film; Merchandising, whereby any exploitable material including characters and/or logos and/or trade marks and/or brand/s shall be licensed to, and used by, a company or other Person/s in connection with products and services to be linked to the Film or any characters featured in the Film; Book publishing engagements whereby any publisher may use the whole or any part of the Script and/or Film and/or Record on which to base books, articles, photographs or any other printed publications; Engagements entered into with any third Person which grants such third Person a right to use the

(b)

(c)

(d)

(e)

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whole or any part of the Script and/or Film and/or Record on which to base a documentary on the making of the Film; (f) Any engagement entered into with any third Person for assignment or grant of dubbing rights of the Film in the languages other than the languages in which the Film is originally shot; remake rights; Personal appearances of the artists and/or other members of the cast and Technicians at events connected with the promotion of the Film; Any other engagement whereby VFPL receives consideration in relation to and/or arising out of the exploitation of the Film and/or Record and/or the Script.

(g)

(h)

(i)

1.1.7 1.1.8

Effective Date shall mean the date of this Agreement.

Event of Force Majeure shall mean an act of God such as fire, flood, earthquake, windstorm or other natural disaster; act of any sovereign constituting war, invasion, acts of terrorism, act of foreign enemy, civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, nationalization, requisition, destruction or damage to property owned or used by the Parties connected with the production of the Film by or under the order of any government or public or local authority or imposition of government law, judgment, order or decree, sanction, embargo or similar action, blockade or industry strike, or lockout; interruption or failure of utility service, electric power, gas, water or telephone service; failure of the transportation of any personnel, equipment, machinery, supply or material required by the Parties for production of the Film; breach of contract by any essential personnel connected with the production of the Film and any other matter or cause connected therewith which is beyond the control of the Parties.

1.1.9

Film shall mean the whole or any part of the final version of the full-length colour cinematograph film, based on the Script, in Hindi and shall include sound track and any recording or recordings however made of a sequence of visual images and sound which is capable of being used as a means of showing that sequence as a moving picture as may be used for presentation through any media or method whatsoever including cinema, theatrical, non-theatrical, television transmissions, DTH, satellite transmissions or diffusion media or video or by any gauge or size of film or via internet or contrivance or through appliances and technologies presently existing and available or that may be invented in future.

1.1.10 Intellectual Property shall mean registered and unregistered

rights in all forms of intellectual property subsisting under the laws of India and all analogous rights subsisting under the laws of other jurisdictions and shall include any legally protectable product or process of the human intellect whether registrable as patents, trademarks, copyrights, designs or

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otherwise such as an expression or literary creation, unique name, trade secret, business method, database, process, presentation and other Confidential Information.

1.1.11 Laboratory means laboratory where the Film negatives are to be

processed, developed, completed and stored.

1.1.12 Person shall mean and include an individual, an association, a

corporation, a partnership, a joint venture, a trust, an unincorporated organization, a joint stock company or other entity or organization, including a government or political sub-division, or agency or instrumentality thereof and/or any other legal entity.

1.1.13 Production Cost shall mean the VFPL Production Cost for the
Film which shall be the amount as actually spent by VFPL till the first censor print and including the fees payable to the artists and all other cast and crew for the Film and the production house fees amounting to a minimum of Rs. 7.55 crores (Rupees Seven Crores Fifty Five Lakhs Only) for the Film.

1.1.14 Publicity Budget shall mean an estimated amount over and

above the Production Cost to be provided by VF for the publicity and promotion of the Film as spent by VFPL. The Publicity Budget to be borne by VF for the Film shall be mutually agreed in writing between VF and VFPL to a minimum of Rs. 5 crores (Rupees Five Crores Only) for the Film.

1.1.15 Record means all reproductions of the Film on celluloid and/or

audio and/or video reproductions, audio and/or video transmissions or audio and/or video communications (either presently existing or that may be invented in future), including but not limited to audio and/or video cassettes, audio and/or video compact discs (CDs), audio and/or video mini-discs (MDs), MP3 of songs or dialogues, scenes, clips featured in the Film or the music videos thereof that are manufactured, distributed, transmitted, or communicated for use, through appliances and technologies presently existing and available or which may be invented in future and/or which carry images from the Film on the cover, inlay and packaging only; and shall include any soundtrack associated with the Film or any part or parts thereof.

1.1.16 Release Date shall mean the first theatrical release date of the

Film anywhere in the world, which shall be no later than 15th June, 2012 for Film (Film Release Date) with a grace period of 3 (three) months for the Film or such other mutually agreed date. 1.2Construction 1.2.1 The terms referred to in this Agreement, unless defined otherwise or unless inconsistent with the context or meaning thereof, shall bear the same meaning as defined under the relevant statute/legislation. 1.2.2 All references in this Agreement to statutory provisions shall be construed as meaning and including references to:

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(a) any statutory modification, consolidation or re-enactment (whether before or after the date of this Agreement) for the time being in force; (b) all statutory instruments or orders made pursuant to a statutory provision; and (c) any statutory provisions of which these statutory provisions are a consolidation, re-enactment or modification. 1.2.3 Words denoting singular shall include the plural and words denoting any gender shall include all genders. 1.2.4 References to Recitals, Articles, Clauses, or Annexures unless the context otherwise requires, shall mean references to recitals, articles, clauses, annexures or schedules contained in this Agreement. 1.2.5 Any reference to writing includes printing, typing, lithography and other means of reproducing words in permanent visible form, including in the electronic form. 1.2.6 The terms include and including shall mean include without limitation. 1.2.7 The headings/ subheadings/ titles/ subtitles to articles, clauses, subclauses and paragraphs are for information only, shall not form part of the operative provisions of this Agreement or the Annexures, and shall be ignored in construing the same. 1.2.8 Amounts denoting a positive value shall include a negative value as well as the case may be or the context so requires. ARTICLE 2 FILM

2.1

VFPL shall complete the production of Film and make ready the first duly censored copy of Film within 02 (Two) months from the Effective Date. All creative control including final cut for Film, shall be with VFPL, and the same shall not be called in question by VF in any manner whatsoever. Film shall be based on the Script written by Kabeer Kaushik & Rakhi Soman, and shall have cast of Naseeruddin Shah, Sonu Sood, Neha Dhupia & Vinay Pathak.

2.2

2.3

1.2.9

VF shall be named in the credits of Film as VASU FILMS presents provided VF furnishes VFPL a minimum of Rs. 5 crores (Rupees Five Crores Only) to meet the Prints and Advertising Budget for Film. Otherwise it will be a CO-PRODUCER credit if VF provides a minimum of Rs. 3 crores (Rupees Three Crores Only).

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2.4

VF shall advance ready funds as may be required by VFPL to meet the Prints and Advertising Budget for Film. VF shall provide monies towards Prints and Advertising Cost for Film, as per mutually preagreed cash flow schedule, as set out in Annexure-1, (Cash Flow Schedule) annexed hereto. VFPLs Gross Collection for Film shall be applied commencing from first theatrical release of Film anywhere in the world in the following manner:

2.5

(a) (b)

the amount paid by VF towards the Prints and Advertising Budget for Film. thereafter towards the actual amounts paid by VFPL towards the Production Cost for Film, including all the legal expenses, brokerage and any other statutory levies incurred;

The amount left with VFPL after application of VFPLs Gross Collection for Film as per this Article shall be referred to as VFPLs Net Profit for Film. 2.6 In case of all payments, TDS shall be deducted as applicable, and corresponding TDS certificates shall be provided in a timely manner by the Party paying TDS. In the event taxes are deducted at source or withheld on any payments received from India or outside India, such amount of taxes shall only be counted towards VFPLs Gross Collection for Film upon the same being received by VFPL by way of credit towards taxes payable. VFPL shall pay to VF a return on investment (Return on Investment) calculated at the rate of 40% of VFPLs Net Profit for Film (inclusive of all taxes) commencing from the Release Date of Film anywhere in the world. All Intellectual Property in Film shall belong to and vest exclusively in VFPL and may be exploited by VFPL in such manner as it deems appropriate. VFPL shall maintain proper books of accounts, records, contracts and any other relevant material in respect of the distribution, exhibition and exploitation and the publicity expenditure of the said Film. ARTICLE 3 REPRESENTATIONS BY VFPL VFPL represents and states that as on the Effective Date the following has been accomplished with regard to the Film: the Shooting and the Post Production, barring the Dolby recording, are complete.

2.7

2.8

2.9

2.10

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the title of the Film is registered with the requisite Film Trade Associations; and the contracts have been signed of cast and technicians. ARTICLE 4 OBLIGATIONS OF VF VF shall: 4.1 Provide the total funds as required towards the Prints and Advertising Budget as set out herein for the Film and as per the Cash Flow Schedule set out in Annexure-1 hereto, as may be amended from time by both parties mutually in writing. 4.2 in good faith direct all other opportunities for commercial exploitation of the Film to VFPL; 4.3refrain from claiming any rights in the Film other than as specifically set out herein; 4.4maintain Confidential Information under strict confidentiality; ARTICLE 5 OBLIGATIONS OF VFPL VFPL shall:

5.1 produce and complete and make ready the first censored copy of the

Film in all respect and ensure that the Release Date is adhered to save and except circumstances beyond control of VFPL and force majeure events; overseeing, coordinating and facilitating the post production of the Film.

5.2 have the sole and full responsibility for controlling, supervising and

5.3 complete the post production of the Film honestly, diligently, and
conscientiously.

5.4 be responsible for all creative and technical aspects of the Film from
execution to final delivery so as to ensure and deliver a final product of quality to the best of its abilities;

5.5 cover the entire production cost with a comprehensive risk insurance
policy to be taken from a reputed insurance company. The costs of such policy shall be included in the Production Cost. VFPL agrees that it shall not at any time act in a manner which results in the insurance policies lapsing partially or completely or becoming void or voidable. Further, VFPL shall ensure that the policy is kept valid until the Release Date of the Film.

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5.6 maintain copies of all written Contractual Engagements for Film and

offer these for inspection to VF upon receipt of 3 (three) Business Days notice in writing from VF. ARTICLE 6 RIGHTS AND OBLIGATIONS OF THE PARTIES

The Parties agree that:-

6.1 the Parties shall periodically meet and review the progress of the Films
Release, and the Contractual Engagements; 6.2the Parties shall consult each other and take immediate and appropriate corrective measures in case of any problem or unforeseen circumstance associated with the Film;

6.3 in case of any losses or damages, which are covered by insurance, the

amount of claim received from the insurance company will be used for making good the concerned damage. In the event of a total loss resulting in the abandonment of the Film completely, the amount received as insurance claim shall first be applied to meet the claims of creditors, distributors and/or licensees who have paid pre-release advances and the balance amount shall be paid to VFPL until they recover the entire expenses incurred by them till then after which they shall be applied as contemplated hereinabove;

6.4the Parties shall act in the best interest of the Film;

6.5 if a Partys performance of any of its obligations under this Agreement

is prevented by a Force Majeure Event (the Affected Party) then:

6.7.1

the Affected Party will give written notice to the other Parties, specifying the nature and extent of the Force Majeure Event, promptly on becoming aware of the occurrence of the Force Majeure Event;

6.7.2 the Affected Party will at all times use all reasonable endeavors to mitigate the severity of the Force Majeure Event and minimize its consequences and will keep the other Party informed at all times as to the nature and effectiveness of those endeavors; 6.7.3 the date for performance of such obligation will be deemed suspended only for a period equal to the delay caused by such Force Majeure Event; and the Affected Party will, immediately after the cessation of the Force Majeure Event, notify the other Party and resume full performance of the relevant obligation(s) under this Agreement; 6.7.4 provided that the Affected Party has complied with its/his obligations under this Article 6.2, the Affected Party will not be in breach of this Agreement or otherwise liable in any manner

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whatsoever for any failure or delay in performing the relevant obligation(s) due to the Force Majeure Event

6.8 amounts to be recouped by VF and/or payable to VF shall only be in

terms of this Agreement, and VFPL shall have no other obligation to refund or pay any amounts to VF, nor shall VF seek to recover any amounts advanced by it or interest thereon except as set out hereinabove, and such losses shall be borne by VF alone. ARTICLE 7 REPRESENTATIONS OF THE PARTIES Each of the Parties represents to the other: 7.1That it has the requisite rights, powers and titles to grant and convey to the other the covenants, commitments and undertakings set forth herein. 7.2Neither the execution nor the delivery of this Agreement nor the consummation of the transactions contemplated herein conflict with or will result in a breach of any of the terms, conditions or provisions of any arrangement, documents, agreements or instruments to which it is bound or will be bound. 7.3Neither the representations and warranties of the applicable Party nor, to the best of their knowledge, does any factual statement contained in this Agreement omit to state a material fact necessary in order to make the representations, warranties and statements herein not misleading. ARTICLE 8 TERM AND TERMINATION 8.1 This Agreement shall come into force from the date of this Agreement and shall be valid and subsisting for 10 years unless the same is terminated in accordance with the provisions contained herein. VFPL shall be entitled to terminate this Agreement in the event VF breaches any of its obligations and/ or fails to fund monies towards the Prints and Advertising Cost as per the agreed Cash Flow Schedule. VFPL shall be entitled to serve a notice to VF of such failure, which if not remedied within 7 (seven) Business days of delivery of such notice, shall entitle VFPL to terminate this Agreement. VF shall have the right to terminate this Agreement in case of breach of any representations and / or warranties and / or obligations by VFPL, VF shall be entitled to serve a notice to VFPL of such failure, which if not remedied within 7 (seven) Business days of delivery of such notice, shall entitle VF to terminate this Agreement. In the event of termination, the sole remedy that VF shall become entitled to shall be recovery of all the monies paid to VFPL in respect of the Film to which the breach pertains, along with interest

8.2

8.3

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@ 15% p.a. from the date of each payment by VF till the date of full and final recovery of all such amounts from VFPL. ARTICLE 10 NOTICES 10.1 Any notice and other communications provided for in this Agreement shall be in writing and shall be first transmitted by facsimile transmission and then confirmed by postage prepaid registered post with acknowledgement due or by a courier service, in the manner as elected by the Party giving such notice. (a) In the case of notices to VFPL: Name Address _______________

Fax Number For attention of (b) In case of notices to the VF: Name Address Fax Number For attention of

10.2

All notices shall be deemed to have been validly given on (i) the Business Day immediately after the date of transmission with confirmed answer back, if transmitted by facsimile transmission, or (ii) the expiry of seven days after posting if sent by registered post, or (iii) the business date of acknowledgement of receipt, if sent by courier. Any Party may, from time to time, change its address or representative for receipt of notices provided for in this Agreement by giving to the other not less than fifteen days prior written notice. ARTICLE 11 ARBITRATION

10.3

11.1

If any dispute arises between the Parties hereto during the subsistence of this Agreement or thereafter, in connection with the validity, interpretation, implementation or alleged material breach

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of any provision of this Agreement or regarding any question, including the question as to whether the termination of this Agreement by one Party hereto has been legitimate, the Parties hereto shall endeavor to settle such dispute amicably. The attempt to bring about an amicable settlement shall be treated as having failed as soon as one of the Parties hereto, after reasonable attempts, which shall continue for not less than 15 (fifteen) days, gives notice thereof to this effect to the other Party in writing. 11.2 In case of such failure the dispute shall be referred to a sole Arbitrator as mutually appointed under the Arbitration and Conciliation Act, 1996. The Arbitration proceedings shall be held in Mumbai. The Arbitration proceeding shall be governed by the laws of India. The proceedings of Arbitration shall be in English language. The Arbitrator's award shall be substantiated in writing. The Arbitrator shall also decide on the costs of the arbitration proceedings. ARTICLE 12 MISCELLANEOUS 12.1 Amendment No modification or amendment to this Agreement and no waiver of any of the terms or conditions hereof shall be valid or binding unless made in writing and duly executed by all the Parties. 12.2 Entire Agreement This Agreement constitutes the entire Agreement between the Parties with respect to the subject matter hereof to the exclusion of and shall supersede all prior Agreements, terms sheets, understandings and assurances, either written or oral relating to the subject mater of this Agreement. 12.3 Relationship None of the provisions of this Agreement shall be deemed to constitute a partnership or a joint venture or a contract of employment or an association of persons or money lending transaction between the Parties hereto and neither Party shall have any authority to bind or shall be deemed to be the agent of the other in any way except as set out herein. 12.4 Costs Unless otherwise specified in this Agreement, each of the Parties hereto shall pay their own costs and expenses relating to the

11.3 11.4

11.5
11.6

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negotiation, preparation and execution of this Agreement and the transactions contemplated by this Agreement. The Stamp Duty on this Agreement shall be borne by VFPL and VF jointly. 12.5 Governing Law This Agreement shall be governed and construed in accordance with the laws of India. 12.6 Jurisdiction Subject to the provisions for arbitration above, this Agreement shall be subject to the exclusive jurisdiction of the Courts at Mumbai, only and no other Court shall have jurisdiction. 12.7 Survival The terms set out in this Agreement which by their nature shall survive the expiry or termination of this Agreement, shall be binding upon the other Party after the expiry or termination of this Agreement. 12.8 Waiver No failure or delay on the part of any of the Parties to this Agreement relating to the exercise of any right, power, privilege or remedy provided under this Agreement shall operate as a waiver of such right, power, privilege or remedy, or as a waiver of any preceding or succeeding breach by the other party to this Agreement, nor shall any single or partial exercise of any right, power, privilege or remedy preclude any other or further exercise of such or any other right, power, privilege or remedy provided in this Agreement, all of which are several and cumulative and are not exclusive of each other, or of any other rights or remedies otherwise available to a party at law or in equity. 12.9 Counterparts This Agreement may be executed in any number of originals or counterparts, each in the like form and all of which when taken together shall constitute one and the same document, and any Party may execute this Agreement by signing any or more of such originals or counterparts. 12.10 Confidentiality Both parties undertake to maintain strict confidentiality of the Confidential Information including the commercial terms contained in this Agreement and any information with regard to the Film, except where such information is required to be made public as part of any regulatory/judicial or commercial process which shall only be done after prior written notice to the other Party at least 2 Business Days prior thereto (unless this period is not possible in the facts and

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circumstances). All communications to any form of media, written or verbal, shall be pre-agreed mutually and the disclosing party shall refer the other party in its legitimate role as per this agreement. 12.11 Indemnity The Parties hereby agree to indemnify, and defend and hold harmless each other against any third-party losses, liabilities, damages, deficiencies, demands, claims, actions, judgments or causes of action, assessments, interest, penalties and other costs or expenses (including without limitation, reasonable attorneys' fees and expenses) which are based upon, arising out of, or in relation to or otherwise in respect of any breach of any of their respective representations, warranties, obligations or covenants contained herein. 12.12 Assignment VFPL shall have the right to assign any of its respective rights and obligations under this Agreement to its wholly owned subsidiary, with prior approval of VF, subject to such prospective licensee adhering to all the terms and conditions contained herein or otherwise on termination hereof. VF shall have the right to assign its rights and obligations hereunder to any third party with prior written approval from VFPL. IN WITNESS WHEREOF the parties hereto have set and subscribed their respective hands to this writing, which is prepared in duplicate, and each party has retained a copy on the day and year first hereinabove written. SIGNED AND DELIVERED ) by and on behalf of the ) within named VFPL by pursuant to Board Resolution dated in the presence of 1. 2. )

) )

SIGNED AND DELIVERED ) by the within named VF by pursuant to Board Resolution dated in the presence of 1. 2. )

) )

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ANNEXURE 1 CASH FLOW STATEMENT

Rs. 11,00,000/-

on 11.04.2012

Rs. 3,00,00,000/- on 16.04.2012 Rs. 1,89,00,000/- on 23.04.2012

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