Common use of Delivery and Security Clause in Contracts

Delivery and Security. 11.1 All HD Channels must be delivered by the MSO to Subscribers in a securely encrypted manner and without any alteration. 11.2 The transmission specifications and infrastructure allocated by MSO in respect of the broadcast signal of STAR’s HD Channels by the MSO to its Subscribers shall be no worse than that of the cable signal of any other channel within the same genre on its Distribution System. 11.3 The MSO shall re-broadcast and re-transmit each of the HD Channels through the Distribution System to Subscribers located in the Territory in the manner of re-transmission as specified in this Agreement with respect to the Distribution System, and shall scramble the signal for such re- broadcast and re-transmission. The Parties acknowledge and agree that any material changes to the Distribution System’s security and encryption technology, including the encryption system (other than standard software upgrades which are deemed not to be material changes), during the Term will be made by the MSO only after prior approval from STAR. 11.4 The MSO shall, at its own cost and expense, cause the HD Channels to be received only from the satellite(s) designated by STAR from time to time and shall ensure distribution throughout its Distribution Systems on separate, dedicated channel(s) for reception by all its Subscribers. 11.5 STAR may upon execution of this Agreement, at the request of the MSO supply or cause to be supplied necessary Equipment to the MSO. If STAR provides the Equipment, the MSO shall pay to STAR fees for the Equipment in addition to the License Fee as may be informed by STAR to the MSO. The MSO shall locate the Equipment at a location approved by STAR in writing. In case the MSO requires replacement of any defective Equipment, the MSO shall pay a non-refundable service charge per Equipment for one time replacement as may be informed by STAR to the MSO. The Equipment shall be used by the MSO exclusively for distribution of the HD Channels for which it is issued and shall at all times remain the sole and exclusive property of STAR and the MSO shall forthwith return the Equipment to STAR upon expiry or termination of the Agreement as per the provisions and procedure laid down in this Agreement. The MSO shall not, under any circumstances, reverse engineer, decompile or disassemble the Equipment or reproduce or allow the reproduction of any of them or the technology included in them or sell or exchange or transfer the Equipment in any manner whatsoever. The MSO shall insure the Equipment immediately on execution of the Agreement. 11.6 STAR shall not be liable for any defect in the Equipment(s), which is attributable to any unauthorized use, tampering or damage due to negligent use of the same by the MSO or any other person. In the event the Equipment(s) is lost, stolen or damaged, the MSO shall immediately inform STAR. In the event the MSO desires new Equipment(s) for any HD Channel forming part of the HD Channels, the same may be issued at the discretion of STAR on payment of such charges as may be specified by STAR from time to time. In the event any of the Equipment(s) is not in use by the MSO, the same should be returned to the concerned office of STAR immediately. 11.7 In order to take back possession of the Equipment from the MSO, the MSO shall ensure that the personnel/representative of STAR are allowed free and unobstructed access to the location where the Equipment is installed and take possession of the same. The MSO shall not interfere with such procedure. 11.8 During the Term, the MSO’s re-broadcasting and re-transmitting facilities shall be fully capable of individually addressing Subscribers on a channel- by-channel, STB-by-STB and decoder-by-decoder basis. The MSO shall install decoding equipment and all other equipment necessary to receive and distribute the HD Channels at its own cost and expense. The MSO acknowledges and agrees that STBs, and their installed content protection systems, used by Subscribers of the Distribution System shall prohibit the use of digital outputs. The MSO further agrees to make no use, nor authorize or permit others to make use, of the HD Channels or the programming on the HD Channels other than as expressly set forth in this Agreement. STAR shall have the right in its sole discretion to either suspend the transmission of any or all of the HD Channels by the MSO, or terminate this Agreement in accordance with the Law, if the MSO distributes any or all of the HD Channels in a manner not authorized or for a purpose not specifically provided for by this Agreement. 11.9 The MSO shall use its best efforts to maintain for the HD Channels the quality standard afforded to other channels of the same genre in a non- discriminatory fashion. The MSO shall use reasonable efforts to maintain a service availability (a service free from viewer discernible problems including, without limitation, video with no audio, audio with no video or significant signal distortion) without any interruption or deviation from the daily transmission schedule. 12. Anti-Piracy 12.1 In order to prevent theft, piracy, unauthorized retransmissions, redistribution or exhibition, copying or duplication of any HD Channel, in whole or in part, (hereinafter collectively referred to as “Piracy”), the MSO shall, prior to the commencement of the Term of the Agreement and at all times during such Term, employ, maintain, and enforce fully effective conditional access delivery and content protection and security systems, and related physical security and operational procedures (hereinafter collectively referred to as the “Security Systems”) as may be specified (security specifications), in a non-discriminatory manner in writing, from time to time, by STAR. 12.2 The MSO shall adhere to the anti-piracy obligations and security measures set out in Schedule I. 12.3 To ensure the MSO’s ongoing compliance with the security requirements set out in the Agreement, STAR may require technical audits (“Technical Audit(s)”) conducted by an independent security technology auditor (“Technical Auditor”), approved by STAR in writing no more than twice per year during the Term, at STAR’s cost and expense. If the results of any Technical Audit are not found to be satisfactory by either the MSO or STAR, then STAR shall work with the MSO in resolving this issue in the next fourteen (14) Business Days. If a solution is not reached at by then, STAR may, in its sole discretion, suspend the MSO’s right to distribute the HD Channels or take other actions as provided under the Agreement, until such systems, procedures and security measures have been corrected to STAR’s satisfaction. MSO shall bear the cost and expense of any subsequent Technical Audit to verify that the systems, procedures and security measures have been corrected by the MSO to STAR’s satisfaction. 12.4 MSO shall deploy finger printing mechanisms to detect any piracy, violation of copyright and unauthorized viewing of the HD Channels, distributed / transmitted through its Distribution System at least every 10 minutes on 24 x 7 x 365 basis. 12.5 MSO shall not authorize, cause or suffer any portion of any of the HD Channels to be recorded, duplicated, cablecast, exhibited or otherwise used for any purpose other than for distribution by MSO at the time the HD Channels are made available. If MSO becomes aware that any unauthorized third party is recording, duplicating, cablecasting, exhibiting or otherwise using any or all of the HD Channels for any other purpose, MSO shall within ten minutes of so becoming aware of such recording, duplicating, cablecasting, exhibiting or otherwise using any or all of the HD Channels for any other purpose, notify STAR and the MSO shall also switch off the concerned STB to prevent such unauthorized use. However, use of a STB with Personal Video Recorder/ Digital Video Recorder facility which has been supplied by the MSO shall not be treated as unauthorized use, as long as such STB is used in accordance with the terms and conditions of the Agreement between the MSO and the Subscriber. 12.6 If so instructed by Information (as defined below) by STAR, the MSO shall shut off or de-authorize the transmission to any unauthorized subscriber/ Subscriber indulging in piracy, within ten minutes from the time it receives such instruction from STAR. 12.7 Any communication under the Clause 12.6 shall be considered as valid Information only if (i) the information is sent through e-mail in a format as mutually agreed by the Parties and (ii) the Information is sent by a person(s) who is designated to send such Information. However the “Information” may even be provided by STAR representatives through other means of communications such as telephonic message, fax etc. and the said “Information” shall later be confirmed by STAR through e-mail and the MSO shall be under obligation to act upon such information. 12.8 In instances where the MSO is the only Party that is allowed to initiate and pursue legal action against an unauthorized party, including, but not limited to, the filing of criminal complaints against such unauthorized party, the MSO agrees to initiate such legal action and STAR undertakes to provide all necessary assistance. XXXX plans to actively combat piracy of the HD Channels in the Territory and the MSO agrees to work closely with STAR and comply with its directions in relation such efforts. 13. Advertising / Marketing / Promotion 13.1 The MSO shall promote all the HD Channels and the programming exhibited by all of the HD Channels in the same manner and to the same extent as any other channel in the same genre, which is distributed by the MSO; provided, that the MSO may carry out any specific promotion with respect to a certain specific channel(s) or genres. 13.2 The MSO agrees that it shall provide the HD Channels with the same opportunity to carry out specific promotions on mutually agreeable terms. The MSO agrees that the HD Channels will be treated similarly, in terms of size and prominence (taking into consideration the context) to other channels in any advertising material where the Channel Marks (as defined below) appear with the logos and names of all other channels. Nevertheless, In promoting the HD Channels, the MSO shall use only Promotional Material provided or approved by STAR, in the form provided by STAR (or, if created by or on behalf of the MSO, in the identical form presented to STAR’s for STAR’s prior written approval) and only for the purpose of promoting the HD Channels. STAR shall make available to the MSO Promotional Materials in accordance with STAR’s then current practices. STAR and the MSO agree to discuss joint marketing efforts and the coordination of marketing and promotion for the HD Channels and the Distribution System. 13.3 STAR shall be treated similarly to other programmers in respect of opportunities for participation in events and promotions that the MSO undertakes for the promotion of channels, subject to and considering commercial agreements for each such event and promotion and the context of each such event and promotion. STAR shall provide to the MSO information in a format that is reasonably requested by the MSO for this purpose. 14. Reports 14.1 MSO will maintain at its own expense a subscriber management system (“SMS”) which should be fully integrated with the CAS (Conditional Access System). Reports under this Agreement shall be generated only through SMS and CAS and the same should be in a pre-defined read only format such as a suitable PDF format, which cannot be edited. 14.2 MSO shall provide to STAR complete and accurate opening and closing subscriber monthly reports (“Reports”) for the HD Channels and the tier and/or package containing the HD Channels within seven (7) days from the end of each month (“Report Deadline”) in the format set out in Schedule F. 14.3 Such Reports shall specify all information required to calculate the Monthly Average Subscriber Level (including but not limited to the number of Subscribers for each of the HD Channels and each package in which a HD Channel is included) and the License Fees payable to STAR and shall be signed and attested by an officer of the MSO of a rank not less than Head of Department/Chief Financial Officer who shall certify that all information in the Report is true and correct. 14.4 Provisioning of Reports as per the terms of this Clause 14 shall constitute material obligation on the part of the MSO. Non-provisioning of the Reports on the Reports Deadline and in the format set out in Schedule F, shall amount to material breach of the Agreement on the part of MSO, which shall entitle STAR to terminate the Agreement and disconnect signals of the HD Channels to the MSO as per Clause 17 of this Agreement. 15. Audit Rights 15.1 STAR’s representatives shall have the right, not more than twice in a calendar year, to review and / or audit the subscriber management system, conditional access system, other related systems and records of Subscriber Management System of the MSO relating to the HD Channel(s) provided by the broadcaster for the purpose of verifying the amounts properly payable to STAR under the Agreement, the information contained in Reports and full compliance with the terms and conditions of the Agreement. The scope of such audit shall be as set out in Schedule G. 15.2 In the event an audit by STAR or its auditors reveal that the MSO has under-reported or has misrepresented any item having a bearing on the computation of the License Fee payable by the MSO, STAR shall provide the MSO with written notice setting out the amount of such additional fee (“Shortfall Amount”) payable by the MSO to STAR (“Notice of Shortfall”). Upon receipt of the Notice of Shortfall, the MSO shall immediately, and in any event no later than 2 (two) calendar days from the date of receiving such Notice of Shortfall pay the Shortfall Amount together with interest in accordance with the Late Interest Rate for the period from the date when the payments should have been made by the MSO until the actual date of payment. 15.3

Delivery and Security. 11.1 All 10.1 The HD Channels must be delivered by the MSO DTHO to Subscribers in a securely encrypted manner and without any alteration. 11.2 10.2 The transmission specifications uplink specifications, satellite capacity and infrastructure allocated by MSO DTHO in respect of the broadcast signal of STAR’s the HD Channels by the MSO DTHO to its Subscribers shall be no worse than that of the cable broadcast signal of any other channel within the same genre on its Distribution System. 11.3 10.3 The MSO DTHO shall re-broadcast and re-transmit each of the HD Channels through the Distribution System to Subscribers located in the Territory in the manner of re-transmission as specified in this Agreement with respect to the Distribution System, and shall scramble the signal for such re- broadcast and re-transmission. The Parties acknowledge and agree that any material changes to the Distribution System’s security and encryption technology, including the encryption system (other than standard software upgrades which are deemed not to be material changes), during the Term will be made by the MSO DTHO only after prior approval from STAR. 11.4 10.4 The MSO DTHO shall, at its own cost and expense, cause the HD Channels to be received only from the satellite(s) designated by STAR from time to time and shall ensure distribution throughout its Distribution Systems System on separate, dedicated channel(sHD Channel(s) for reception by all its Subscribers. 11.5 10.5 STAR may upon execution of this Agreement, at the request of the MSO DTHO supply or cause to be supplied necessary Equipment to the MSODTHO. If STAR provides the Equipment, the MSO DTHO shall pay to STAR fees for the Equipment in addition to the License Fee as may be informed by STAR to the MSODTHO. The MSO DTHO shall locate the Equipment at a location approved by STAR in writing. In case the MSO DTHO requires replacement of any defective Equipment, the MSO DTHO shall pay a non-refundable service charge per Equipment for one time replacement as may be informed by STAR to the MSODTHO. The Equipment shall be used by the MSO DTHO exclusively for distribution of the HD Channels for which it is issued and shall at all times remain the sole and exclusive property of STAR and the MSO DTHO shall forthwith return the Equipment to STAR upon expiry or termination of the Agreement as per the provisions and procedure laid down in this Agreement. The MSO DTHO shall not, under any circumstances, reverse engineer, decompile or disassemble the Equipment or reproduce or allow the reproduction of any of them or the technology included in them or sell or exchange or transfer the Equipment in any manner whatsoever. The MSO DTHO shall insure get the Equipment insured immediately on execution of the Agreement. 11.6 10.6 STAR shall not be liable for any defect in the Equipment(s), which is attributable to any unauthorized use, tampering or damage due to negligent use of the same by the MSO DTHO or any other person. In the event the Equipment(s) is lost, stolen or damaged, the MSO DTHO shall immediately inform STAR. In the event the MSO DTHO desires new Equipment(s) for any HD Channel forming part of the HD Channels, the same may be issued at the discretion of STAR on payment of such charges as may be specified by STAR from time to time. In the event any of the Equipment(s) is not in use by the MSODTHO, the same should be returned to the concerned office of STAR immediately. 11.7 10.7 In order to take back possession of the Equipment from the MSODTHO, the MSO DTHO shall ensure that the personnel/representative of STAR are allowed free and unobstructed access to the location where the Equipment is installed and take possession of the same. The MSO DTHO shall not interfere with such procedure. 11.8 10.8 During the Term, the MSODTHO’s re-broadcasting and re-transmitting facilities shall be fully capable of individually addressing Subscribers on a channel- by-channel, STB-by-STB and decoder-by-decoder basis. The MSO DTHO shall install decoding equipment and all other equipment necessary to receive and distribute the HD Channels at its own cost and expense. The MSO DTHO acknowledges and agrees that STBs, and their installed content protection systems, used by Subscribers of the Distribution System shall prohibit the use of any digital outputs. The MSO further agrees to make no use, nor authorize or permit others to make use, of the HD Channels or the programming on the HD Channels other than as expressly set forth in this Agreement. STAR shall have the right in its sole discretion to either suspend the transmission of any or all of the HD Channels by the MSODTHO, or terminate this Agreement in accordance with the Law, if the MSO DTHO distributes any or all of the HD Channels in a manner not authorized or for a purpose not specifically provided for by this Agreement. 11.9 10.9 The MSO DTHO shall use its best efforts to maintain for the HD Channels the quality standard afforded to other channels standard definition HD Channels of the same genre in a non- non-discriminatory fashion. The MSO the DTHO shall use reasonable efforts to maintain a service availability (a service free from viewer discernible problems including, without limitation, video with no audio, audio with no video or significant signal distortion) without any interruption or deviation from the daily transmission schedule. 1211. Anti-Piracy 12.1 11.1 In order to prevent theft, piracy, unauthorized retransmissions, redistribution or exhibition, copying or duplication of any HD Channel, in whole or in part, (hereinafter collectively referred to as “Piracy”), the MSO DTHO shall, prior to the commencement of the Term of the Agreement and at all times during such Term, employ, maintain, and enforce fully effective conditional access delivery and content protection and security systems, and related physical security and operational procedures (hereinafter collectively referred to as the “Security Systems”) as may be specified (security specifications), in a non-discriminatory manner in writing, from time to time, by STAR. 12.2 11.2 The MSO DTHO shall adhere to the anti-piracy obligations and security measures set out in Schedule I. 12.3 G. 11.3 To ensure the MSODTHO’s ongoing compliance with the security requirements set out in the Agreement, STAR may require technical audits (“Technical Audit(s)”) conducted by an independent security technology auditor (“Technical Auditor”), approved by STAR in writing no more than twice per year during the Term, at STAR’s cost and expense. If the results of any Technical Audit are not found to be satisfactory by either the MSO DTHO or STAR, then STAR shall work with the MSO DTHO in resolving this issue in the next fourteen (14) Business Days. If a solution is not reached at by then, STAR may, in its sole discretion, suspend the MSODTHO’s right to distribute the HD Channels or take other actions as provided under the Agreement, until such systems, procedures and security measures have been corrected to STAR’s satisfaction. MSO DTHO shall bear the cost and expense of any subsequent Technical Audit to verify that the systems, procedures and security measures have been corrected by the MSO DTHO to STAR’s satisfaction. 12.4 MSO 11.4 DTHO shall deploy finger printing mechanisms to detect any piracy, violation of copyright and unauthorized viewing of the HD Channels, distributed / transmitted through its Distribution System at least every 10 minutes on 24 x 7 x 365 basis. 12.5 MSO 11.5 DTHO shall not authorize, cause or suffer any portion of any of the HD Channels to be recorded, duplicated, cablecast, exhibited or otherwise used for any purpose other than for distribution by MSO DTHO at the time the HD Channels are made available. If MSO DTHO becomes aware that any unauthorized third party is recording, duplicating, cablecasting, exhibiting or otherwise using any or all of the HD Channels for any other purpose, MSO DTHO shall within ten minutes of so becoming aware of such recording, duplicating, cablecasting, exhibiting or otherwise using any or all of the HD Channels for any other purpose, notify STAR and the MSO DTHO shall also switch off the concerned STB Set Top Box to prevent such unauthorized use. However, use of a STB Set Top Box with Personal Video Recorder/ Digital Video Recorder facility which has been supplied by the MSO DTHO shall not be treated as unauthorized use, as long as such STB Set Top Box is used in accordance with the terms and conditions of the Agreement between the MSO DTHO and the Subscriber. 12.6 11.6 If so instructed by Information (as defined below) by STAR, the MSO DTHO shall shut off or de-authorize the transmission to any unauthorized subscriber/ Subscriber subscriber indulging in piracy, within ten minutes from the time it receives such instruction from STAR. 12.7 STARSTAR 11.7 Any communication under the Clause 12.6 11.6 shall be considered as valid Information only if (i) the information is sent through e-mail in a format as mutually agreed by the Parties and (ii) the Information information is sent by a person(s) who is designated to send such Informationinformation. However the “Information” may even be provided by STAR representatives through other means of communications such as telephonic message, fax etc. and the said “Informationinformation” shall later be confirmed by STAR through e-e- mail and the MSO DTHO shall be under obligation to act upon such information. 12.8 11.8 In instances where the MSO DTHO is the only Party that is allowed to initiate and pursue legal action against an unauthorized party, including, but not limited to, the filing of criminal complaints against such unauthorized party, the MSO DTHO agrees to initiate such legal action and STAR undertakes to provide all necessary assistance. XXXX STAR plans to actively combat piracy of the HD Channels in the Territory and the MSO DTHO agrees to work closely with STAR and comply with its directions in relation such efforts. 1312. Advertising / Marketing / Advertising/ Marketing/ Promotion 13.1 12.1 The MSO DTHO shall promote all the HD Channels and the programming exhibited by all of the HD Channels in the same manner and to the same extent as any other channel in the same genre, which is distributed by the MSODTHO; provided, that the MSO DTHO may carry out any specific promotion with respect to a certain specific channel(sHD Channel(s) or genres. 13.2 12.2 The MSO DTHO agrees that it shall provide the HD Channels with the same opportunity to carry out specific promotions on mutually agreeable terms. The MSO DTHO agrees that the HD Channels will be treated similarly, in terms of size and prominence (taking into consideration the context) to other channels HD Channels in any advertising material where the Channel Marks (as defined below) appear with the logos and names of all other channelsHD Channels. Nevertheless, In promoting the HD Channels, the MSO DTHO shall use only Promotional Material provided or approved by STAR, in the form provided by STAR (or, if created by or on behalf of the MSODTHO, in the identical form presented to STAR’s for STAR’s prior written approval) and only for the purpose of promoting the HD Channels. STAR shall make available to the MSO DTHO Promotional Materials in accordance with STAR’s then current practices. STAR and the MSO DTHO agree to discuss joint marketing efforts and the coordination of marketing and promotion for the HD Channels and the Distribution System. 13.3 12.3 STAR shall be treated similarly to other programmers in respect of opportunities for participation in events and promotions that the MSO DTHO undertakes for the promotion of channelsHD Channels, subject to and considering commercial agreements for each such event and promotion and the context of each such event and promotion. STAR shall provide to the MSO DTHO information in a format that is reasonably requested by the MSO DTHO for this purpose. 1413. Reports 14.1 MSO 13.1 DTHO will maintain at its own expense a subscriber management system (“SMS”) which should be fully integrated with the CAS (Conditional Access System). Reports under this Agreement shall be generated only through SMS and CAS and the same should be in a pre-defined read only format such as a suitable PDF format, which cannot be edited. 14.2 MSO 13.2 DTHO shall provide to STAR complete and accurate opening and closing subscriber monthly reports (“Reports”) for the HD Channels and the tier and/or package containing the HD Channels within seven (7) days from the end of each month (“Report Deadline”) in the format set out in Schedule F. 14.3 E. 13.3 Such Reports shall specify all information required to calculate the Monthly Average Subscriber Level (including but not limited to the number of Subscribers for each of the HD Channels and each package in which a HD Channel is included) and the License Fees payable to STAR and shall be signed and attested by an officer of the MSO DTHO of a rank not less than Head of Department/Chief Financial Officer who shall certify that all information in the Report is true and correct. 14.4 13.4 Provisioning of Reports as per the terms of this Clause 14 13 shall constitute material obligation on the part of the MSODTHO. Non-provisioning of the Reports on the Reports Deadline and in the format set out in Schedule FE, shall amount to material breach of the Agreement on the part of MSODTHO, which shall entitle STAR to terminate the Agreement and disconnect signals of the HD Channels to the MSO DTHO as per Clause 17 16 of this Agreement. 1514. Audit Rights 15.1 14.1 STAR’s representatives shall have the right, not more than twice in a calendar year, to review and / or audit the subscriber management system, conditional access system, other related systems and records of Subscriber Management System of the MSO DTHO relating to the HD Channel(s) provided by the broadcaster for the purpose of verifying the amounts properly payable to STAR under the Agreement, the information contained in Reports and full compliance with the terms and conditions of the Agreement. The scope of such audit shall be as set out in Schedule G. 15.2 F. 14.2 In the event an audit by STAR or its auditors reveal that the MSO DTHO has under-reported or has misrepresented any item having a bearing on the computation of the License Fee payable by the MSODTHO, STAR shall provide the MSO DTHO with written notice setting out the amount of such additional fee (“Shortfall Amount”) payable by the MSO DTHO to STAR (“Notice of Shortfall”). Upon receipt of the Notice of Shortfall, the MSO DTHO shall immediately, and in any event no later than 2 (two) calendar days from the date of receiving such Notice of Shortfall pay the Shortfall Amount together with interest in accordance with the Late Interest Rate for the period from the date when the payments should have been made by the MSO DTHO until the actual date of payment. 15.314.3

Delivery and Security. 11.1 All The HD Channels must be delivered by the MSO HITSO to Subscribers in a securely encrypted manner and without any alteration. 11.2 The transmission specifications uplink specifications, satellite capacity and infrastructure allocated by MSO HITSO in respect of the broadcast signal of STAR’s the HD Channels by the MSO HITSO to its Subscribers shall be no worse than that of the cable broadcast signal of any other channel within the same genre on its Distribution System. 11.3 The MSO HITSO shall re-broadcast and re-transmit each of the HD Channels through the Distribution System to Subscribers located in the Territory in the manner of re-transmission as specified in this Agreement with respect to the Distribution System, and shall scramble the signal for such re- broadcast and re-transmission. The Parties acknowledge and agree that any material changes to the Distribution System’s security and encryption technology, including the encryption system (other than standard software upgrades which are deemed not to be material changes), during the Term will be made by the MSO HITSO only after prior approval from STAR. 11.4 The MSO HITSO shall, at its own cost and expense, cause the HD Channels to be received only from the satellite(s) designated by STAR from time to time and shall ensure distribution throughout its Distribution Systems System on separate, dedicated channel(sHD Channel(s) for reception by all its Subscribers. 11.5 STAR may upon execution of this Agreement, at the request of the MSO HITSO supply or cause to be supplied necessary Equipment to the MSOHITSO. If STAR provides the Equipment, the MSO HITSO shall pay to STAR fees for the Equipment in addition to the License Fee as may be informed by STAR to the MSOHITSO. The MSO HITSO shall locate the Equipment at a location approved by STAR in writing. In case the MSO HITSO requires replacement of any defective Equipment, the MSO HITSO shall pay a non-refundable service charge per Equipment for one time replacement as may be informed by STAR to the MSOHITSO. The Equipment shall be used by the MSO HITSO exclusively for distribution of the HD Channels for which it is issued and shall at all times remain the sole and exclusive property of STAR and the MSO HITSO shall forthwith return the Equipment to STAR upon expiry or termination of the Agreement as per the provisions and procedure laid down in this Agreement. The MSO HITSO shall not, under any circumstances, reverse engineer, decompile or disassemble the Equipment or reproduce or allow the reproduction of any of them or the technology included in them or sell or exchange or transfer the Equipment in any manner whatsoever. The MSO HITSO shall insure get the Equipment insured immediately on execution of the Agreement. 11.6 STAR shall not be liable for any defect in the Equipment(s), which is attributable to any unauthorized use, tampering or damage due to negligent use of the same by the MSO HITSO or any other person. In the event the Equipment(s) is lost, stolen or damaged, the MSO HITSO shall immediately inform STAR. In the event the MSO HITSO desires new Equipment(s) for any HD Channel forming part of the HD Channels, the same may be issued at the discretion of STAR on payment of such charges as may be specified by STAR from time to time. In the event any of the Equipment(s) is not in use by the MSOHITSO, the same should be returned to the concerned office of STAR immediately. 11.7 In order to take back possession of the Equipment from the MSOHITSO, the MSO HITSO shall ensure that the personnel/representative of STAR are allowed free and unobstructed access to the location where the Equipment is installed and take possession of the same. The MSO HITSO shall not interfere with such procedure. 11.8 During the Term, the MSOHITSO’s re-broadcasting and re-transmitting facilities shall be fully capable of individually addressing Subscribers of Distribution System on a channel- channel-by-channel, STB-by-STB and decoder-decoder- by-decoder basis. The MSO HITSO shall install decoding equipment and all other equipment necessary to receive and distribute the HD Channels at its own cost and expense. The MSO HITSO acknowledges and agrees that STBs, and their installed content protection systems, used by Subscribers of the Distribution System shall prohibit the use of any digital outputs. The MSO HITSO further agrees to make no use, nor authorize or permit others to make use, of the HD Channels or the programming on the HD Channels other than as expressly set forth in this Agreement. STAR shall have the right in its sole discretion to either suspend the transmission of any or all of the HD Channels by the MSOHITSO, or terminate this Agreement in accordance with the Law, if the MSO HITSO distributes any or all of the HD Channels in a manner not authorized or for a purpose not specifically provided for by this Agreement. 11.9 The MSO HITSO shall use its best efforts to maintain for the HD Channels the quality standard afforded to other channels HD Channels of the same genre in a non- non-discriminatory fashion. The MSO the HITSO shall use reasonable efforts to maintain a service availability (a service free from viewer discernible problems including, without limitation, video with no audio, audio with no video or significant signal distortion) without any interruption or deviation from the daily transmission schedule. 12. Anti-Piracy 12.1 In order to prevent theft, piracy, unauthorized retransmissions, redistribution or exhibition, copying or duplication of any HD Channel, in whole or in part, (hereinafter collectively referred to as “Piracy”), the MSO HITSO shall, prior to the commencement of the Term of the Agreement and at all times during such Term, employ, maintain, and enforce fully effective conditional access delivery and content protection and security systems, and related physical security and operational procedures (hereinafter collectively referred to as the “Security Systems”) as may be specified (security specifications), in a non-discriminatory manner in writing, from time to time, by STAR. 12.2 The MSO HITSO shall adhere to the anti-piracy obligations and security measures set out in Schedule I. G. 12.3 To ensure the MSOHITSO’s ongoing compliance with the security requirements set out in the Agreement, STAR may require technical audits (“Technical Audit(s)”) conducted by an independent security technology auditor (“Technical Auditor”), approved by STAR in writing no more than twice per year during the Term, at STAR’s cost and expense. If the results of any Technical Audit are not found to be satisfactory by either the MSO HITSO or STAR, then STAR shall work with the MSO HITSO in resolving this issue in the next fourteen (14) Business Days. If a solution is not reached at by then, STAR may, in its sole discretion, suspend the MSOHITSO’s right to distribute the HD Channels or take other actions as provided under the Agreement, until such systems, procedures and security measures have been corrected to STAR’s satisfaction. MSO HITSO shall bear the cost and expense of any subsequent Technical Audit to verify that the systems, procedures and security measures have been corrected by the MSO HITSO to STAR’s satisfaction. 12.4 MSO HITSO shall deploy finger printing mechanisms to detect any piracy, violation of copyright and unauthorized viewing of the HD Channels, distributed / transmitted through its Distribution System at least every 10 minutes on 24 x 7 x 365 basis. 12.5 MSO HITSO shall not authorize, cause or suffer any portion of any of the HD Channels to be recorded, duplicated, cablecast, exhibited or otherwise used for any purpose other than for distribution by MSO HITSO at the time the HD Channels are made available. If MSO HITSO becomes aware that any unauthorized third party is recording, duplicating, cablecasting, exhibiting or otherwise using any or all of the HD Channels for any other purpose, MSO HITSO shall within ten minutes of so becoming aware of such recording, duplicating, cablecasting, exhibiting or otherwise using any or all of the HD Channels for any other purpose, notify STAR and the MSO HITSO shall also switch off the concerned STB Set Top Box to prevent such unauthorized use. However, use of a STB Set Top Box with Personal Video Recorder/ Digital Video Recorder facility which has been supplied by the MSO HITSO shall not be treated as unauthorized use, as long as such STB Set Top Box is used in accordance with the terms and conditions of the Agreement between the MSO HITSO and the Subscriber. 12.6 If so instructed by Information (as defined below) by STAR, the MSO HITSO shall shut off or de-authorize the transmission to any unauthorized subscriber/ Subscriber subscriber indulging in piracy, within ten minutes from the time it receives such instruction from STAR. 12.7 Any communication under the Clause clause 12.6 shall be considered as valid Information only if (i) the information is sent through e-e mail in a format as mutually agreed by the Parties and (ii) the Information is sent by a person(s) who is designated to send such Informationinformation. However the “Information” may even be provided by STAR representatives through other means of communications such as telephonic message, fax etc. and the said “Informationinformation” shall later be confirmed by STAR through e-mail and the MSO HITSO shall be under obligation to act upon such information. 12.8 In STARSTARIn instances where the MSO HITSO is the only Party that is allowed to initiate and pursue legal action against an unauthorized party, including, but not limited to, the filing of criminal complaints against such unauthorized party, the MSO HITSO agrees to initiate such legal action and STAR undertakes to provide all necessary assistance. XXXX STAR plans to actively combat piracy of the HD Channels in the Territory and the MSO HITSO agrees to work closely with STAR and comply with its directions in relation to such efforts. 13. Advertising / Marketing / Advertising/ Marketing/ Promotion 13.1 The MSO HITSO shall promote all the HD Channels and the programming exhibited by all of the HD Channels in the same manner and to the same extent as any other channel in the same genre, which is distributed by the MSOHITSO; provided, that the MSO HITSO may carry out any specific promotion with respect to a certain specific channel(sHD Channel(s) or genres. 13.2 The MSO HITSO agrees that it shall provide the HD Channels with the same opportunity to carry out specific promotions on mutually agreeable terms. The MSO HITSO agrees that the HD Channels will be treated similarly, in terms of size and prominence (taking into consideration the context) to other channels HD Channels in any advertising material where the Channel Marks (as defined below) appear with the logos and names of all other channelsHD Channels. Nevertheless, In promoting the HD Channels, the MSO HITSO shall use only Promotional Material provided or approved by STAR, in the form provided by STAR (or, if created by or on behalf of the MSOHITSO, in the identical form presented to STAR’s for STAR’s prior written approval) and only for the purpose of promoting the HD Channels. STAR shall make available to the MSO HITSO Promotional Materials in accordance with STAR’s then current practices. STAR and the MSO HITSO agree to discuss joint marketing efforts and the coordination of marketing and promotion for the HD Channels and the Distribution System. 13.3 STAR shall be treated similarly to other programmers in respect of opportunities for participation in events and promotions that the MSO HITSO undertakes for the promotion of channelsHD Channels, subject to and considering commercial agreements for each such event and promotion and the context of each such event and promotion. STAR shall provide to the MSO HITSO information in a format that is reasonably requested by the MSO HITSO for this purpose. 14. Subscriber Reports 14.1 MSO HITSO will maintain at its own expense a subscriber management system (“SMS”) which should be fully integrated with the CAS (Conditional Access System). Reports under this Agreement shall be generated only through SMS and CAS and the same should be in a pre-defined read only format such as a suitable PDF format, which cannot be edited. 14.2 MSO HITSO shall provide to STAR complete and accurate opening and closing subscriber monthly reports (“Reports”) for the HD Channels and the tier and/or package containing the HD Channels within seven (7) days from the end of each month (“Report Deadline”) in the format set out in Schedule F. E. 14.3 Such Reports shall specify all information required to calculate the Monthly Average Subscriber Level (including but not limited to the number of Subscribers for each of the HD Channels and each package in which a HD Channel is included) and the License Fees payable to STAR and shall be signed and attested by an officer of the MSO HITSO of a rank not less than Head of Department/Chief Financial Officer who shall certify that all information in the Report is true and correct. 14.4 Provisioning of Reports Report as per the terms of this Clause 14 shall constitute material obligation on the part of the MSOHITSO. Non-provisioning of the Reports Report on the Subscriber Reports Deadline and in the format set out in Schedule FE, shall amount to material breach of the Agreement on the part of MSOHITSO, which shall entitle STAR to terminate the Agreement and disconnect signals of the HD Channels to the MSO HITSO as per Clause 17 of this Agreement. 15. Audit Rights 15.1 STAR’s representatives shall have the right, not more than twice in a calendar year, to review and / or audit the subscriber management system, conditional access system, other related systems and records of Subscriber Management System of the MSO HITSO relating to the HD Channel(s) provided by the broadcaster for the purpose of verifying the amounts properly payable to STAR under the Agreement, the information contained in Reports and full compliance with the terms and conditions of the Agreement. The scope of such audit shall be as set out in Schedule G. 15.2 In the event an audit by STAR or its auditors reveal that the MSO has under-reported or has misrepresented any item having a bearing on the computation of the License Fee payable by the MSO, STAR shall provide the MSO with written notice setting out the amount of such additional fee (“Shortfall Amount”) payable by the MSO to STAR (“Notice of Shortfall”). Upon receipt of the Notice of Shortfall, the MSO shall immediately, and in any event no later than 2 (two) calendar days from the date of receiving such Notice of Shortfall pay the Shortfall Amount together with interest in accordance with the Late Interest Rate for the period from the date when the payments should have been made by the MSO until the actual date of payment. 15.3F.

Delivery and Security. 11.1 All HD Channels must be delivered by the MSO to Subscribers in a securely encrypted manner and without any alteration. 11.2 The transmission specifications and infrastructure allocated by MSO in respect of the broadcast signal of STAR’s HD Channels by the MSO to its Subscribers shall be no worse than that of the cable signal of any other channel within the same genre on its Distribution System. 11.3 The MSO shall re-broadcast and re-transmit each of the HD Channels through the Distribution System to Subscribers located in the Territory in the manner of re-transmission as specified in this Agreement with respect to the Distribution System, and shall scramble the signal for such re- broadcast and re-transmission. The Parties acknowledge and agree that any material changes to the Distribution System’s security and encryption technology, including the encryption system (other than standard software upgrades which are deemed not to be material changes), during the Term will be made by the MSO only after prior approval from STAR. 11.4 The MSO shall, at its own cost and expense, cause the HD Channels to be received only from the satellite(s) designated by STAR from time to time and shall ensure distribution throughout its Distribution Systems on separate, dedicated channel(s) for reception by all its Subscribers. 11.5 STAR may upon execution of this Agreement, at the request of the MSO supply or cause to be supplied necessary Equipment to the MSO. If STAR provides the Equipment, the MSO shall pay to STAR fees for the Equipment in addition to the License Fee as may be informed by STAR to the MSO. The MSO shall locate the Equipment at a location approved by STAR in writing. In case the MSO requires replacement of any defective Equipment, the MSO shall pay a non-refundable service charge per Equipment for one time replacement as may be informed by STAR to the MSO. The Equipment shall be used by the MSO exclusively for distribution of the HD Channels for which it is issued and shall at all times remain the sole and exclusive property of STAR and the MSO shall forthwith return the Equipment to STAR upon expiry or termination of the Agreement as per the provisions and procedure laid down in this Agreement. The MSO shall not, under any circumstances, reverse engineer, decompile or disassemble the Equipment or reproduce or allow the reproduction of any of them or the technology included in them or sell or exchange or transfer the Equipment in any manner whatsoever. The MSO shall insure the Equipment immediately on execution of the Agreement. 11.6 STAR shall not be liable for any defect in the Equipment(s), which is attributable to any unauthorized use, tampering or damage due to negligent use of the same by the MSO or any other person. In the event the Equipment(s) is lost, stolen or damaged, the MSO shall immediately inform STAR. In the event the MSO desires new Equipment(s) for any HD Channel forming part of the HD Channels, the same may be issued at the discretion of STAR on payment of such charges as may be specified by STAR from time to time. In the event any of the Equipment(s) is not in use by the MSO, the same should be returned to the concerned office of STAR immediately. 11.7 In order to take back possession of the Equipment from the MSO, the MSO shall ensure that the personnel/representative of STAR are allowed free and unobstructed access to the location where the Equipment is installed and take possession of the same. The MSO shall not interfere with such procedure. 11.8 During the Term, the MSO’s re-broadcasting and re-transmitting facilities shall be fully capable of individually addressing Subscribers on a channel- by-channel, STB-by-STB and decoder-by-decoder basis. The MSO shall install decoding equipment and all other equipment necessary to receive and distribute the HD Channels at its own cost and expense. The MSO acknowledges and agrees that STBs, and their installed content protection systems, used by Subscribers of the Distribution System shall prohibit the use of digital outputs. The MSO further agrees to make no use, nor authorize or permit others to make use, of the HD Channels or the programming on the HD Channels other than as expressly set forth in this Agreement. STAR shall have the right in its sole discretion to either suspend the transmission of any or all of the HD Channels by the MSO, or terminate this Agreement in accordance with the Law, if the MSO distributes any or all of the HD Channels in a manner not authorized or for a purpose not specifically provided for by this Agreement. 11.9 The MSO shall use its best efforts to maintain for the HD Channels the quality standard afforded to other channels of the same genre in a non- discriminatory fashion. The MSO shall use reasonable efforts to maintain a service availability (a service free from viewer discernible problems including, without limitation, video with no audio, audio with no video or significant signal distortion) without any interruption or deviation from the daily transmission schedule. 12. Anti-Piracy 12.1 In order to prevent theft, piracy, unauthorized retransmissions, redistribution or exhibition, copying or duplication of any HD Channel, in whole or in part, (hereinafter collectively referred to as “Piracy”), the MSO shall, prior to the commencement of the Term of the Agreement and at all times during such Term, employ, maintain, and enforce fully effective conditional access delivery and content protection and security systems, and related physical security and operational procedures (hereinafter collectively referred to as the “Security Systems”) as may be specified (security specifications), in a non-discriminatory manner in writing, from time to time, by STAR. 12.2 The MSO shall adhere to the anti-piracy obligations and security measures set out in Schedule I. 12.3 To ensure the MSO’s ongoing compliance with the security requirements set out in the Agreement, STAR may require technical audits (“Technical Audit(s)”) conducted by an independent security technology auditor (“Technical Auditor”), approved by STAR in writing no more than twice per year during the Term, at STAR’s cost and expense. If the results of any Technical Audit are not found to be satisfactory by either the MSO or STAR, then STAR shall work with the MSO in resolving this issue in the next fourteen (14) Business Days. If a solution is not reached at by then, STAR may, in its sole discretion, suspend the MSO’s right to distribute the HD Channels or take other actions as provided under the Agreement, until such systems, procedures and security measures have been corrected to STAR’s satisfaction. MSO shall bear the cost and expense of any subsequent Technical Audit to verify that the systems, procedures and security measures have been corrected by the MSO to STAR’s satisfaction. 12.4 MSO shall deploy finger printing mechanisms to detect any piracy, violation of copyright and unauthorized viewing of the HD Channels, distributed / transmitted through its Distribution System at least every 10 minutes on 24 x 7 x 365 basis. 12.5 MSO shall not authorize, cause or suffer any portion of any of the HD Channels to be recorded, duplicated, cablecast, exhibited or otherwise used for any purpose other than for distribution by MSO at the time the HD Channels are made available. If MSO becomes aware that any unauthorized third party is recording, duplicating, cablecasting, exhibiting or otherwise using any or all of the HD Channels for any other purpose, MSO shall within ten minutes of so becoming aware of such recording, duplicating, cablecasting, exhibiting or otherwise using any or all of the HD Channels for any other purpose, notify STAR and the MSO shall also switch off the concerned STB to prevent such unauthorized use. However, use of a STB with Personal Video Recorder/ Digital Video Recorder facility which has been supplied by the MSO shall not be treated as unauthorized use, as long as such STB is used in accordance with the terms and conditions of the Agreement between the MSO and the Subscriber. 12.6 If so instructed by Information (as defined below) by STAR, the MSO shall shut off or de-authorize the transmission to any unauthorized subscriber/ Subscriber indulging in piracy, within ten minutes from the time it receives such instruction from STAR. 12.7 Any communication under the Clause 12.6 shall be considered as valid Information only if (i) the information is sent through e-mail in a format as mutually agreed by the Parties and (ii) the Information is sent by a person(s) who is designated to send such Information. However the “Information” may even be provided by STAR representatives through other means of communications such as telephonic message, fax etc. and the said “Information” shall later be confirmed by STAR through e-mail and the MSO shall be under obligation to act upon such information. 12.8 In instances where the MSO is the only Party that is allowed to initiate and pursue legal action against an unauthorized party, including, but not limited to, the filing of criminal complaints against such unauthorized party, the MSO agrees to initiate such legal action and STAR undertakes to provide all necessary assistance. XXXX STAR plans to actively combat piracy of the HD Channels in the Territory and the MSO agrees to work closely with STAR and comply with its directions in relation such efforts. 13. Advertising / Marketing / Promotion 13.1 The MSO shall promote all the HD Channels and the programming exhibited by all of the HD Channels in the same manner and to the same extent as any other channel in the same genre, which is distributed by the MSO; provided, that the MSO may carry out any specific promotion with respect to a certain specific channel(s) or genres. 13.2 The MSO agrees that it shall provide the HD Channels with the same opportunity to carry out specific promotions on mutually agreeable terms. The MSO agrees that the HD Channels will be treated similarly, in terms of size and prominence (taking into consideration the context) to other channels in any advertising material where the Channel Marks (as defined below) appear with the logos and names of all other channels. Nevertheless, In promoting the HD Channels, the MSO shall use only Promotional Material provided or approved by STAR, in the form provided by STAR (or, if created by or on behalf of the MSO, in the identical form presented to STAR’s for STAR’s prior written approval) and only for the purpose of promoting the HD Channels. STAR shall make available to the MSO Promotional Materials in accordance with STAR’s then current practices. STAR and the MSO agree to discuss joint marketing efforts and the coordination of marketing and promotion for the HD Channels and the Distribution System. 13.3 STAR shall be treated similarly to other programmers in respect of opportunities for participation in events and promotions that the MSO undertakes for the promotion of channels, subject to and considering commercial agreements for each such event and promotion and the context of each such event and promotion. STAR shall provide to the MSO information in a format that is reasonably requested by the MSO for this purpose. 14. Reports 14.1 MSO will maintain at its own expense a subscriber management system (“SMS”) which should be fully integrated with the CAS (Conditional Access System). Reports under this Agreement shall be generated only through SMS and CAS and the same should be in a pre-defined read only format such as a suitable PDF format, which cannot be edited. 14.2 MSO shall provide to STAR complete and accurate opening and closing subscriber monthly reports (“Reports”) for the HD Channels and the tier and/or package containing the HD Channels within seven (7) days from the end of each month (“Report Deadline”) in the format set out in Schedule F. 14.3 Such Reports shall specify all information required to calculate the Monthly Average Subscriber Level (including but not limited to the number of Subscribers for each of the HD Channels and each package in which a HD Channel is included) and the License Fees payable to STAR and shall be signed and attested by an officer of the MSO of a rank not less than Head of Department/Chief Financial Officer who shall certify that all information in the Report is true and correct. 14.4 Provisioning of Reports as per the terms of this Clause 14 shall constitute material obligation on the part of the MSO. Non-provisioning of the Reports on the Reports Deadline and in the format set out in Schedule F, shall amount to material breach of the Agreement on the part of MSO, which shall entitle STAR to terminate the Agreement and disconnect signals of the HD Channels to the MSO as per Clause 17 of this Agreement. 15. Audit Rights 15.1 STAR’s representatives shall have the right, not more than twice in a calendar year, to review and / or audit the subscriber management system, conditional access system, other related systems and records of Subscriber Management System of the MSO relating to the HD Channel(s) provided by the broadcaster for the purpose of verifying the amounts properly payable to STAR under the Agreement, the information contained in Reports and full compliance with the terms and conditions of the Agreement. The scope of such audit shall be as set out in Schedule G. 15.2 In the event an audit by STAR or its auditors reveal that the MSO has under-reported or has misrepresented any item having a bearing on the computation of the License Fee payable by the MSO, STAR shall provide the MSO with written notice setting out the amount of such additional fee (“Shortfall Amount”) payable by the MSO to STAR (“Notice of Shortfall”). Upon receipt of the Notice of Shortfall, the MSO shall immediately, and in any event no later than 2 (two) calendar days from the date of receiving such Notice of Shortfall pay the Shortfall Amount together with interest in accordance with the Late Interest Rate for the period from the date when the payments should have been made by the MSO until the actual date of payment. 15.3

Delivery and Security. 11.1 All The HD Channels must be delivered by the MSO HITSO to Subscribers in a securely encrypted manner and without any alteration. 11.2 The transmission specifications uplink specifications, satellite capacity and infrastructure allocated by MSO HITSO in respect of the broadcast signal of STAR’s the HD Channels by the MSO HITSO to its Subscribers shall be no worse than that of the cable broadcast signal of any other channel within the same genre on its Distribution System. 11.3 The MSO HITSO shall re-broadcast and re-transmit each of the HD Channels through the Distribution System to Subscribers located in the Territory in the manner of re-transmission as specified in this Agreement with respect to the Distribution System, and shall scramble the signal for such re- broadcast and re-transmission. The Parties acknowledge and agree that any material changes to the Distribution System’s security and encryption technology, including the encryption system (other than standard software upgrades which are deemed not to be material changes), during the Term will be made by the MSO HITSO only after prior approval from STAR. 11.4 The MSO HITSO shall, at its own cost and expense, cause the HD Channels to be received only from the satellite(s) designated by STAR from time to time and shall ensure distribution throughout its Distribution Systems System on separate, dedicated channel(sHD Channel(s) for reception by all its Subscribers. 11.5 STAR may upon execution of this Agreement, at the request of the MSO HITSO supply or cause to be supplied necessary Equipment to the MSOHITSO. If STAR provides the Equipment, the MSO HITSO shall pay to STAR fees for the Equipment in addition to the License Fee as may be informed by STAR to the MSOHITSO. The MSO HITSO shall locate the Equipment at a location approved by STAR in writing. In case the MSO HITSO requires replacement of any defective Equipment, the MSO HITSO shall pay a non-refundable service charge per Equipment for one time replacement as may be informed by STAR to the MSOHITSO. The Equipment shall be used by the MSO HITSO exclusively for distribution of the HD Channels for which it is issued and shall at all times remain the sole and exclusive property of STAR and the MSO HITSO shall forthwith return the Equipment to STAR upon expiry or termination of the Agreement as per the provisions and procedure laid down in this Agreement. The MSO HITSO shall not, under any circumstances, reverse engineer, decompile or disassemble the Equipment or reproduce or allow the reproduction of any of them or the technology included in them or sell or exchange or transfer the Equipment in any manner whatsoever. The MSO HITSO shall insure get the Equipment insured immediately on execution of the Agreement. 11.6 STAR shall not be liable for any defect in the Equipment(s), which is attributable to any unauthorized use, tampering or damage due to negligent use of the same by the MSO HITSO or any other person. In the event the Equipment(s) is lost, stolen or damaged, the MSO HITSO shall immediately inform STAR. In the event the MSO HITSO desires new Equipment(s) for any HD Channel forming part of the HD Channels, the same may be issued at the discretion of STAR on payment of such charges as may be specified by STAR from time to time. In the event any of the Equipment(s) is not in use by the MSOHITSO, the same should be returned to the concerned office of STAR immediately. 11.7 In order to take back possession of the Equipment from the MSOHITSO, the MSO HITSO shall ensure that the personnel/representative of STAR are allowed free and unobstructed access to the location where the Equipment is installed and take possession of the same. The MSO HITSO shall not interfere with such procedure. 11.8 During the Term, the MSOHITSO’s re-broadcasting and re-transmitting facilities shall be fully capable of individually addressing Subscribers of Distribution System on a channel- channel-by-channel, STB-by-STB and decoder-decoder- by-decoder basis. The MSO HITSO shall install decoding equipment and all other equipment necessary to receive and distribute the HD Channels at its own cost and expense. The MSO HITSO acknowledges and agrees that STBs, and their installed content protection systems, used by Subscribers of the Distribution System shall prohibit the use of any digital outputs. The MSO HITSO further agrees to make no use, nor authorize or permit others to make use, of the HD Channels or the programming on the HD Channels other than as expressly set forth in this Agreement. STAR shall have the right in its sole discretion to either suspend the transmission of any or all of the HD Channels by the MSOHITSO, or terminate this Agreement in accordance with the Law, if the MSO HITSO distributes any or all of the HD Channels in a manner not authorized or for a purpose not specifically provided for by this Agreement. 11.9 The MSO HITSO shall use its best efforts to maintain for the HD Channels the quality standard afforded to other channels HD Channels of the same genre in a non- non-discriminatory fashion. The MSO the HITSO shall use reasonable efforts to maintain a service availability (a service free from viewer discernible problems including, without limitation, video with no audio, audio with no video or significant signal distortion) without any interruption or deviation from the daily transmission schedule. 12. Anti-Piracy 12.1 In order to prevent theft, piracy, unauthorized retransmissions, redistribution or exhibition, copying or duplication of any HD Channel, in whole or in part, (hereinafter collectively referred to as “Piracy”), the MSO HITSO shall, prior to the commencement of the Term of the Agreement and at all times during such Term, employ, maintain, and enforce fully effective conditional access delivery and content protection and security systems, and related physical security and operational procedures (hereinafter collectively referred to as the “Security Systems”) as may be specified (security specifications), in a non-discriminatory manner in writing, from time to time, by STAR. 12.2 The MSO HITSO shall adhere to the anti-piracy obligations and security measures set out in Schedule I. G. 12.3 To ensure the MSOHITSO’s ongoing compliance with the security requirements set out in the Agreement, STAR may require technical audits (“Technical Audit(s)”) conducted by an independent security technology auditor (“Technical Auditor”), approved by STAR in writing no more than twice per year during the Term, at STAR’s cost and expense. If the results of any Technical Audit are not found to be satisfactory by either the MSO HITSO or STAR, then STAR shall work with the MSO HITSO in resolving this issue in the next fourteen (14) Business Days. If a solution is not reached at by then, STAR may, in its sole discretion, suspend the MSOHITSO’s right to distribute the HD Channels or take other actions as provided under the Agreement, until such systems, procedures and security measures have been corrected to STAR’s satisfaction. MSO HITSO shall bear the cost and expense of any subsequent Technical Audit to verify that the systems, procedures and security measures have been corrected by the MSO HITSO to STAR’s satisfaction. 12.4 MSO HITSO shall deploy finger printing mechanisms to detect any piracy, violation of copyright and unauthorized viewing of the HD Channels, distributed / transmitted through its Distribution System at least every 10 minutes on 24 x 7 x 365 basis. 12.5 MSO HITSO shall not authorize, cause or suffer any portion of any of the HD Channels to be recorded, duplicated, cablecast, exhibited or otherwise used for any purpose other than for distribution by MSO HITSO at the time the HD Channels are made available. If MSO HITSO becomes aware that any unauthorized third party is recording, duplicating, cablecasting, exhibiting or otherwise using any or all of the HD Channels for any other purpose, MSO HITSO shall within ten minutes of so becoming aware of such recording, duplicating, cablecasting, exhibiting or otherwise using any or all of the HD Channels for any other purpose, notify STAR and the MSO HITSO shall also switch off the concerned STB Set Top Box to prevent such unauthorized use. However, use of a STB Set Top Box with Personal Video Recorder/ Digital Video Recorder facility which has been supplied by the MSO HITSO shall not be treated as unauthorized use, as long as such STB Set Top Box is used in accordance with the terms and conditions of the Agreement between the MSO HITSO and the Subscriber. 12.6 If so instructed by Information (as defined below) by STAR, the MSO HITSO shall shut off or de-authorize the transmission to any unauthorized subscriber/ Subscriber subscriber indulging in piracy, within ten minutes from the time it receives such instruction from STAR. 12.7 Any communication under the Clause clause 12.6 shall be considered as valid Information only if (i) the information is sent through e-e mail in a format as mutually agreed by the Parties and (ii) the Information is sent by a person(s) who is designated to send such Informationinformation. However the “Information” may even be provided by STAR representatives through other means of communications such as telephonic message, fax etc. and the said “Informationinformation” shall later be confirmed by STAR through e-mail and the MSO HITSO shall be under obligation to act upon such information. 12.8 In STARSTARIn instances where the MSO HITSO is the only Party that is allowed to initiate and pursue legal action against an unauthorized party, including, but not limited to, the filing of criminal complaints against such unauthorized party, the MSO HITSO agrees to initiate such legal action and STAR undertakes to provide all necessary assistance. XXXX STAR plans to actively combat piracy of the HD Channels in the Territory and the MSO HITSO agrees to work closely with STAR and comply with its directions in relation to such efforts. 13. Advertising / Marketing / Advertising/ Marketing/ Promotion 13.1 The MSO HITSO shall promote all the HD Channels and the programming exhibited by all of the HD Channels in the same manner and to the same extent as any other channel in the same genre, which is distributed by the MSOHITSO; provided, that the MSO HITSO may carry out any specific promotion with respect to a certain specific channel(sHD Channel(s) or genres. 13.2 The MSO HITSO agrees that it shall provide the HD Channels with the same opportunity to carry out specific promotions on mutually agreeable terms. The MSO HITSO agrees that the HD Channels will be treated similarly, in terms of size and prominence (taking into consideration the context) to other channels HD Channels in any advertising material where the Channel Marks (as defined below) appear with the logos and names of all other channelsHD Channels. Nevertheless, In promoting the HD Channels, the MSO HITSO shall use only Promotional Material provided or approved by STAR, in the form provided by STAR (or, if created by or on behalf of the MSOHITSO, in the identical form presented to STAR’s for STAR’s prior written approval) and only for the purpose of promoting the HD Channels. STAR shall make available to the MSO HITSO Promotional Materials in accordance with STAR’s then current practices. STAR and the MSO HITSO agree to discuss joint marketing efforts and the coordination of marketing and promotion for the HD Channels and the Distribution System. 13.3 STAR shall be treated similarly to other programmers in respect of opportunities for participation in events and promotions that the MSO HITSO undertakes for the promotion of channelsHD Channels, subject to and considering commercial agreements for each such event and promotion and the context of each such event and promotion. STAR shall provide to the MSO HITSO information in a format that is reasonably requested by the MSO HITSO for this purpose. 14. Subscriber Reports 14.1 MSO HITSO will maintain at its own expense a subscriber management system (“SMS”) which should be fully integrated with the CAS (Conditional Access System). Reports under this Agreement shall be generated only through SMS and CAS and the same should be in a pre-defined read only format such as a suitable PDF format, which cannot be edited. 14.2 MSO HITSO shall provide to STAR complete and accurate opening and closing subscriber monthly reports (“Reports”) for the HD Channels and the tier and/or package containing the HD Channels within seven (7) days from the end of each month (“Report Deadline”) in the format set out in Schedule F. E. 14.3 Such Reports shall specify all information required to calculate the Monthly Average Subscriber Level (including but not limited to the number of Subscribers for each of the HD Channels and each package in which a HD Channel is included) and the License Fees payable to STAR and shall be signed and attested by an officer of the MSO HITSO of a rank not less than Head of Department/Chief Financial Officer who shall certify that all information in the Report is true and correct. 14.4 Provisioning of Reports Report as per the terms of this Clause 14 shall constitute material obligation on the part of the MSOHITSO. Non-provisioning of the Reports Report on the Subscriber Reports Deadline and in the format set out in Schedule FE, shall amount to material breach of the Agreement on the part of MSOHITSO, which shall entitle STAR to terminate the Agreement and disconnect signals of the HD Channels to the MSO HITSO as per Clause 17 of this Agreement. 15. Audit Rights 15.1 STAR’s representatives shall have the right, not more than twice in a calendar year, to review and / or audit the subscriber management system, conditional access system, other related systems and records of Subscriber Management System of the MSO HITSO relating to the HD Channel(s) provided by the broadcaster for the purpose of verifying the amounts properly payable to STAR under the Agreement, the information contained in Reports and full compliance with the terms and conditions of the Agreement. The scope of such audit shall be as set out in Schedule G. F. 15.2 In the event an audit by STAR or its auditors reveal that the MSO HITSO has under-reported or has misrepresented any item having a bearing on the computation of the License Fee payable by the MSOHITSO, STAR shall provide the MSO HITSO with written notice setting out the amount of such additional fee (“Shortfall Amount”) payable by the MSO HITSO to STAR (“Notice of Shortfall”). Upon receipt of the Notice of Shortfall, the MSO HITSO shall immediately, and in any event no later than 2 (two) calendar days from the date of receiving such Notice of Shortfall pay the Shortfall Amount together with interest in accordance with the Late Interest Rate for the period from the date when the payments should have been made by the MSO HITSO until the actual date of payment. 15.3

Delivery and Security. 11.1 All 10.1 The HD Channels must be delivered by the MSO IPTVO to Subscribers in a securely encrypted manner and without any alteration. 11.2 10.2 The transmission specifications uplink specifications, satellite capacity and infrastructure allocated by MSO IPTVO in respect of the broadcast signal of STAR’s the HD Channels by the MSO IPTVO to its Subscribers shall be no worse than that of the cable broadcast signal of any other channel within the same genre on its Distribution System. 11.3 10.3 The MSO IPTVO shall re-broadcast and re-transmit each of the HD Channels through the Distribution System to Subscribers located in the Territory in the manner of re-transmission as specified in this Agreement with respect to the Distribution System, and shall scramble the signal for such re- broadcast and re-transmission. The Parties acknowledge and agree that any material changes to the Distribution System’s security and encryption technology, including the encryption system (other than standard software upgrades which are deemed not to be material changes), during the Term will be made by the MSO IPTVO only after prior approval from STAR. 11.4 10.4 The MSO IPTVO shall, at its own cost and expense, cause the HD Channels to be received only from the satellite(s) designated by STAR from time to time and shall ensure distribution throughout its Distribution Systems System on separate, dedicated channel(sHD Channel(s) for reception by all its Subscribers. 11.5 10.5 STAR may upon execution of this Agreement, at the request of the MSO IPTVO supply or cause to be supplied necessary Equipment to the MSOIPTVO. If STAR provides the Equipment, the MSO IPTVO shall pay to STAR fees for the Equipment in addition to the License Fee as may be informed by STAR to the MSOIPTVO. The MSO IPTVO shall locate the Equipment at a location approved by STAR in writing. In case the MSO IPTVO requires replacement of any defective Equipment, the MSO IPTVO shall pay a non-refundable service charge per Equipment for one time replacement as may be informed by STAR to the MSOIPTVO. The Equipment shall be used by the MSO IPTVO exclusively for distribution of the HD Channels for which it is issued and shall at all times remain the sole and exclusive property of STAR and the MSO IPTVO shall forthwith return the Equipment to STAR upon expiry or termination of the Agreement as per the provisions and procedure laid down in this Agreement. The MSO IPTVO shall not, under any circumstances, reverse engineer, decompile or disassemble the Equipment or reproduce or allow the reproduction of any of them or the technology included in them or sell or exchange or transfer the Equipment in any manner whatsoever. The MSO IPTVO shall insure get the Equipment insured immediately on execution of the Agreement. 11.6 10.6 STAR shall not be liable for any defect in the Equipment(s), which is attributable to any unauthorized use, tampering or damage due to negligent use of the same by the MSO IPTVO or any other person. In the event the Equipment(s) is lost, stolen or damaged, the MSO IPTVO shall immediately inform STAR. In the event the MSO IPTVO desires new Equipment(s) for any HD Channel forming part of the HD Channels, the same may be issued at the discretion of STAR on payment of such charges as may be specified by STAR from time to time. In the event any of the Equipment(s) is not in use by the MSOIPTVO, the same should be returned to the concerned office of STAR immediately. 11.7 10.7 In order to take back possession of the Equipment from the MSOIPTVO, the MSO IPTVO shall ensure that the personnel/representative of STAR are allowed free and unobstructed access to the location where the Equipment is installed and take possession of the same. The MSO IPTVO shall not interfere with such procedure. 11.8 10.8 During the Term, the MSOIPTVO’s re-broadcasting and re-transmitting facilities shall be fully capable of individually addressing Subscribers on a channel- by-channel, STB-by-STB and decoder-by-decoder basis. The MSO IPTVO shall install decoding equipment and all other equipment necessary to receive and distribute the HD Channels at its own cost and expense. The MSO IPTVO acknowledges and agrees that STBs, and their installed content protection systems, used by Subscribers of the Distribution System shall prohibit the use of any digital outputs. The MSO further agrees to make no use, nor authorize or permit others to make use, of the HD Channels or the programming on the HD Channels other than as expressly set forth in this Agreement. STAR shall have the right in its sole discretion to either suspend the transmission of any or all of the HD Channels by the MSOIPTVO, or terminate this Agreement in accordance with the Law, if the MSO IPTVO distributes any or all of the HD Channels in a manner not authorized or for a purpose not specifically provided for by this Agreement. 11.9 10.9 The MSO IPTVO shall use its best efforts to maintain for the HD Channels the quality standard afforded to other channels standard definition HD Channels of the same genre in a non- non-discriminatory fashion. The MSO the IPTVO shall use reasonable efforts to maintain a service availability (a service free from viewer discernible problems including, without limitation, video with no audio, audio with no video or significant signal distortion) without any interruption or deviation from the daily transmission schedule. 1211. Anti-Piracy 12.1 11.1 In order to prevent theft, piracy, unauthorized retransmissions, redistribution or exhibition, copying or duplication of any HD Channel, in whole or in part, (hereinafter collectively referred to as “Piracy”), the MSO IPTVO shall, prior to the commencement of the Term of the Agreement and at all times during such Term, employ, maintain, and enforce fully effective conditional access delivery and content protection and security systems, and related physical security and operational procedures (hereinafter collectively referred to as the “Security Systems”) as may be specified (security specifications), in a non-discriminatory manner in writing, from time to time, by STAR. 12.2 11.2 The MSO IPTVO shall adhere to the anti-piracy obligations and security measures set out in Schedule I. 12.3 G. 11.3 To ensure the MSOIPTVO’s ongoing compliance with the security requirements set out in the Agreement, STAR may require technical audits (“Technical Audit(s)”) conducted by an independent security technology auditor (“Technical Auditor”), approved by STAR in writing no more than twice per year during the Term, at STAR’s cost and expense. If the results of any Technical Audit are not found to be satisfactory by either the MSO IPTVO or STAR, then STAR shall work with the MSO IPTVO in resolving this issue in the next fourteen (14) Business Days. If a solution is not reached at by then, STAR may, in its sole discretion, suspend the MSO’s right to distribute the HD Channels or take other actions as provided under the Agreement, until such systems, procedures and security measures have been corrected to STAR’s satisfaction. MSO shall bear the cost and expense of any subsequent Technical Audit to verify that the systems, procedures and security measures have been corrected by the MSO to STAR’s satisfaction. 12.4 MSO shall deploy finger printing mechanisms to detect any piracy, violation of copyright and unauthorized viewing of the HD Channels, distributed / transmitted through its Distribution System at least every 10 minutes on 24 x 7 x 365 basis. 12.5 MSO shall not authorize, cause or suffer any portion of any of the HD Channels to be recorded, duplicated, cablecast, exhibited or otherwise used for any purpose other than for distribution by MSO at the time the HD Channels are made available. If MSO becomes aware that any unauthorized third party is recording, duplicating, cablecasting, exhibiting or otherwise using any or all of the HD Channels for any other purpose, MSO shall within ten minutes of so becoming aware of such recording, duplicating, cablecasting, exhibiting or otherwise using any or all of the HD Channels for any other purpose, notify STAR and the MSO shall also switch off the concerned STB to prevent such unauthorized use. However, use of a STB with Personal Video Recorder/ Digital Video Recorder facility which has been supplied by the MSO shall not be treated as unauthorized use, as long as such STB is used in accordance with the terms and conditions of the Agreement between the MSO and the Subscriber. 12.6 If so instructed by Information (as defined below) by STAR, the MSO shall shut off or de-authorize the transmission to any unauthorized subscriber/ Subscriber indulging in piracy, within ten minutes from the time it receives such instruction from STAR. 12.7 Any communication under the Clause 12.6 shall be considered as valid Information only if (i) the information is sent through e-mail in a format as mutually agreed by the Parties and (ii) the Information is sent by a person(s) who is designated to send such Information. However the “Information” may even be provided by STAR representatives through other means of communications such as telephonic message, fax etc. and the said “Information” shall later be confirmed by STAR through e-mail and the MSO shall be under obligation to act upon such information. 12.8 In instances where the MSO is the only Party that is allowed to initiate and pursue legal action against an unauthorized party, including, but not limited to, the filing of criminal complaints against such unauthorized party, the MSO agrees to initiate such legal action and STAR undertakes to provide all necessary assistance. XXXX plans to actively combat piracy of the HD Channels in the Territory and the MSO agrees to work closely with STAR and comply with its directions in relation such efforts. 13. Advertising / Marketing / Promotion 13.1 The MSO shall promote all the HD Channels and the programming exhibited by all of the HD Channels in the same manner and to the same extent as any other channel in the same genre, which is distributed by the MSO; provided, that the MSO may carry out any specific promotion with respect to a certain specific channel(s) or genres. 13.2 The MSO agrees that it shall provide the HD Channels with the same opportunity to carry out specific promotions on mutually agreeable terms. The MSO agrees that the HD Channels will be treated similarly, in terms of size and prominence (taking into consideration the context) to other channels in any advertising material where the Channel Marks (as defined below) appear with the logos and names of all other channels. Nevertheless, In promoting the HD Channels, the MSO shall use only Promotional Material provided or approved by STAR, in the form provided by STAR (or, if created by or on behalf of the MSO, in the identical form presented to STAR’s for STAR’s prior written approval) and only for the purpose of promoting the HD Channels. STAR shall make available to the MSO Promotional Materials in accordance with STAR’s then current practices. STAR and the MSO agree to discuss joint marketing efforts and the coordination of marketing and promotion for the HD Channels and the Distribution System. 13.3 STAR shall be treated similarly to other programmers in respect of opportunities for participation in events and promotions that the MSO undertakes for the promotion of channels, subject to and considering commercial agreements for each such event and promotion and the context of each such event and promotion. STAR shall provide to the MSO information in a format that is reasonably requested by the MSO for this purpose. 14. Reports 14.1 MSO will maintain at its own expense a subscriber management system (“SMS”) which should be fully integrated with the CAS (Conditional Access System). Reports under this Agreement shall be generated only through SMS and CAS and the same should be in a pre-defined read only format such as a suitable PDF format, which cannot be edited. 14.2 MSO shall provide to STAR complete and accurate opening and closing subscriber monthly reports (“Reports”) for the HD Channels and the tier and/or package containing the HD Channels within seven (7) days from the end of each month (“Report Deadline”) in the format set out in Schedule F. 14.3 Such Reports shall specify all information required to calculate the Monthly Average Subscriber Level (including but not limited to the number of Subscribers for each of the HD Channels and each package in which a HD Channel is included) and the License Fees payable to STAR and shall be signed and attested by an officer of the MSO of a rank not less than Head of Department/Chief Financial Officer who shall certify that all information in the Report is true and correct. 14.4 Provisioning of Reports as per the terms of this Clause 14 shall constitute material obligation on the part of the MSO. Non-provisioning of the Reports on the Reports Deadline and in the format set out in Schedule F, shall amount to material breach of the Agreement on the part of MSO, which shall entitle STAR to terminate the Agreement and disconnect signals of the HD Channels to the MSO as per Clause 17 of this Agreement. 15. Audit Rights 15.1 STAR’s representatives shall have the right, not more than twice in a calendar year, to review and / or audit the subscriber management system, conditional access system, other related systems and records of Subscriber Management System of the MSO relating to the HD Channel(s) provided by the broadcaster for the purpose of verifying the amounts properly payable to STAR under the Agreement, the information contained in Reports and full compliance with the terms and conditions of the Agreement. The scope of such audit shall be as set out in Schedule G. 15.2 In the event an audit by STAR or its auditors reveal that the MSO has under-reported or has misrepresented any item having a bearing on the computation of the License Fee payable by the MSO, STAR shall provide the MSO with written notice setting out the amount of such additional fee (“Shortfall Amount”) payable by the MSO to STAR (“Notice of Shortfall”). Upon receipt of the Notice of Shortfall, the MSO shall immediately, and in any event no later than 2 (two) calendar days from the date of receiving such Notice of Shortfall pay the Shortfall Amount together with interest in accordance with the Late Interest Rate for the period from the date when the payments should have been made by the MSO until the actual date of payment. 15.3

Delivery and Security. 11.1 All 10.1 The HD Channels must be delivered by the MSO DTHO to Subscribers in a securely encrypted manner and without any alteration. 11.2 10.2 The transmission specifications uplink specifications, satellite capacity and infrastructure allocated by MSO DTHO in respect of the broadcast signal of STAR’s the HD Channels by the MSO DTHO to its Subscribers shall be no worse than that of the cable broadcast signal of any other channel within the same genre on its Distribution System. 11.3 10.3 The MSO DTHO shall re-broadcast and re-transmit each of the HD Channels through the Distribution System to Subscribers located in the Territory in the manner of re-transmission as specified in this Agreement with respect to the Distribution System, and shall scramble the signal for such re- broadcast and re-transmission. The Parties acknowledge and agree that any material changes to the Distribution System’s security and encryption technology, including the encryption system Encryption System (other than standard software upgrades which are deemed not to be material changes), during the Term will be made by the MSO DTHO only after prior approval from STARSIPL. 11.4 10.4 The MSO DTHO shall, at its own cost and expense, cause the HD Channels to be received only from the satellite(s) designated by STAR SIPL from time to time and shall ensure distribution throughout its Distribution Systems System on separate, dedicated channel(sHD Channel(s) for reception by all its Subscribers. 11.5 STAR 10.5 SIPL may upon execution of this Agreement, at the request of the MSO DTHO supply or cause to be supplied necessary Equipment to the MSODTHO. If STAR SIPL provides the Equipment, the MSO DTHO shall pay to STAR SIPL fees for the Equipment in addition to the License Fee as may be informed by STAR SIPL to the MSODTHO. The MSO DTHO shall locate the Equipment at a location approved by STAR SIPL in writing. In case the MSO DTHO requires replacement of any defective Equipment, the MSO DTHO shall pay a non-refundable service charge per Equipment for one time replacement as may be informed by STAR SIPL to the MSODTHO. The Equipment shall be used by the MSO DTHO exclusively for distribution of the HD Channels for which it is issued and shall at all times remain the sole and exclusive property of STAR SIPL and the MSO DTHO shall forthwith return the Equipment to STAR SIPL upon expiry or termination of the Agreement as per the provisions and procedure laid down in this Agreement. The MSO DTHO shall not, under any circumstances, reverse engineer, decompile or disassemble the Equipment or reproduce or allow the reproduction of any of them or the technology included in them or sell or exchange or transfer the Equipment in any manner whatsoever. The MSO DTHO shall insure get the Equipment insured immediately on execution of the Agreement. 11.6 STAR 10.6 SIPL shall not be liable for any defect in the Equipment(s), which is attributable to any unauthorized use, tampering or damage due to negligent use of the same by the MSO DTHO or any other person. In the event the Equipment(s) is lost, stolen or damaged, the MSO DTHO shall immediately inform STARSIPL. In the event the MSO DTHO desires new Equipment(s) for any HD Channel forming part of the HD Channels, the same may be issued at the discretion of STAR SIPL on payment of such charges as may be specified by STAR SIPL from time to time. In the event any of the Equipment(s) is not in use by the MSODTHO, the same should be returned to the concerned office of STAR SIPL immediately. 11.7 10.7 In order to take back possession of the Equipment from the MSODTHO, the MSO DTHO shall ensure that the personnel/representative of STAR SIPL are allowed free and unobstructed access to the location where the Equipment is installed and take possession of the same. The MSO DTHO shall not interfere with such procedure. 11.8 10.8 During the Term, the MSODTHO’s re-broadcasting and re-transmitting facilities shall be fully capable of individually addressing Subscribers on a channel- by-channel, STB-by-STB and decoder-by-decoder basis. The MSO DTHO shall install decoding equipment and all other equipment necessary to receive and distribute the HD Channels at its own cost and expense. The MSO DTHO acknowledges and agrees that STBs, and their installed content protection systems, used by Subscribers of the Distribution System shall prohibit the use of any digital outputs. The MSO further agrees to make no use, nor authorize or permit others to make use, of the HD Channels or the programming on the HD Channels other than as expressly set forth in this Agreement. STAR SIPL shall have the right in its sole discretion to either suspend the transmission of any or all of the HD Channels by the MSODTHO, or terminate this Agreement in accordance with the Law, if the MSO DTHO distributes any or all of the HD Channels in a manner not authorized or for a purpose not specifically provided for by this Agreement. 11.9 10.9 The MSO DTHO shall use its best efforts to maintain for the HD Channels the quality standard afforded to other channels standard definition HD Channels of the same genre in a non- non-discriminatory fashion. The MSO the DTHO shall use reasonable efforts to maintain a service availability (a service free from viewer discernible problems including, without limitation, video with no audio, audio with no video or significant signal distortion) without any interruption or deviation from the daily transmission schedule. 1211. Anti-Piracy 12.1 11.1 In order to prevent theft, piracy, unauthorized retransmissions, redistribution or exhibition, copying or duplication of any HD Channel, in whole or in part, (hereinafter collectively referred to as “Piracy”), the MSO DTHO shall, prior to the commencement of the Term of the Agreement and at all times during such Term, employ, maintain, and enforce fully effective conditional access delivery and content protection and security systems, and related physical security and operational procedures (hereinafter collectively referred to as the “Security Systems”) as may be specified (security specifications), in a non-discriminatory manner in writing, from time to time, by STARSIPL. 12.2 11.2 The MSO DTHO shall adhere to the anti-piracy obligations and security measures set out in Schedule I. 12.3 G. 11.3 To ensure the MSODTHO’s ongoing compliance with the security requirements set out in the Agreement, STAR SIPL may require technical audits (“Technical Audit(s)”) conducted by an independent security technology auditor (“Technical Auditor”), approved by STAR SIPL in writing no more than twice per year during the Term, at STARSIPL’s cost and expense. If the results of any Technical Audit are not found to be satisfactory by either the MSO DTHO or STARSIPL, then STAR SIPL shall work with the MSO DTHO in resolving this issue in the next fourteen (14) Business Days. If a solution is not reached at by then, STAR SIPL may, in its sole discretion, suspend the MSODTHO’s right to distribute the HD Channels or take other actions as provided under the Agreement, until such systems, procedures and security measures have been corrected to STARSIPL’s satisfaction. MSO DTHO shall bear the cost and expense of any subsequent Technical Audit to verify that the systems, procedures and security measures have been corrected by the MSO DTHO to STARSIPL’s satisfaction. 12.4 MSO 11.4 DTHO shall deploy finger printing mechanisms to detect any piracy, violation of copyright and unauthorized viewing of the HD Channels, distributed / transmitted through its Distribution System at least every 10 minutes on 24 x 7 x 365 basis. 12.5 MSO 11.5 DTHO shall not authorize, cause or suffer any portion of any of the HD Channels to be recorded, duplicated, cablecast, exhibited or otherwise used for any purpose other than for distribution by MSO DTHO at the time the HD Channels are made available. If MSO DTHO becomes aware that any unauthorized third party is recording, duplicating, cablecasting, exhibiting or otherwise using any or all of the HD Channels for any other purpose, MSO DTHO shall within ten minutes of so becoming aware of such recording, duplicating, cablecasting, exhibiting or otherwise using any or all of the HD Channels for any other purpose, notify STAR SIPL and the MSO DTHO shall also switch off the concerned STB Set Top Box to prevent such unauthorized use. However, use of a STB Set Top Box with Personal Video Recorder/ Digital Video Recorder facility which has been supplied by the MSO DTHO shall not be treated as unauthorized use, as long as such STB Set Top Box is used in accordance with the terms and conditions of the Agreement between the MSO DTHO and the Subscriber. 12.6 11.6 If so instructed by Information (as defined below) by STARSIPL, the MSO DTHO shall shut off or de-authorize the transmission to any unauthorized subscriber/ Subscriber subscriber indulging in piracy, within ten minutes from the time it receives such instruction from STARSIPL. 12.7 Any communication under the this Clause 12.6 11.6 shall be considered as valid Information only if (i) the information is sent through e-mail in a format as mutually agreed by the Parties and (ii) the Information information is sent by a person(s) who is designated to send such Informationinformation. However the “Information” may even be provided by STAR SIPL representatives through other means of communications such as telephonic message, fax etc. and the said “Informationinformation” shall later be confirmed by STAR SIPL through e-e- mail and the MSO DTHO shall be under obligation to act upon such information. 12.8 11.7 In instances where the MSO DTHO is the only Party that is allowed to initiate and pursue legal action against an unauthorized party, including, but not limited to, the filing of criminal complaints against such unauthorized party, the MSO DTHO agrees to initiate such legal action and STAR SIPL undertakes to provide all necessary assistance. XXXX SIPL plans to actively combat piracy of the HD Channels in the Territory and the MSO DTHO agrees to work closely with STAR SIPL and comply with its directions in relation such efforts. 13. Advertising / Marketing / Promotion 13.1 The MSO shall promote all the HD Channels and the programming exhibited by all of the HD Channels in the same manner and to the same extent as any other channel in the same genre, which is distributed by the MSO; provided, that the MSO may carry out any specific promotion with respect to a certain specific channel(s) or genres. 13.2 The MSO agrees that it shall provide the HD Channels with the same opportunity to carry out specific promotions on mutually agreeable terms. The MSO agrees that the HD Channels will be treated similarly, in terms of size and prominence (taking into consideration the context) to other channels in any advertising material where the Channel Marks (as defined below) appear with the logos and names of all other channels. Nevertheless, In promoting the HD Channels, the MSO shall use only Promotional Material provided or approved by STAR, in the form provided by STAR (or, if created by or on behalf of the MSO, in the identical form presented to STAR’s for STAR’s prior written approval) and only for the purpose of promoting the HD Channels. STAR shall make available to the MSO Promotional Materials in accordance with STAR’s then current practices. STAR and the MSO agree to discuss joint marketing efforts and the coordination of marketing and promotion for the HD Channels and the Distribution System. 13.3 STAR shall be treated similarly to other programmers in respect of opportunities for participation in events and promotions that the MSO undertakes for the promotion of channels, subject to and considering commercial agreements for each such event and promotion and the context of each such event and promotion. STAR shall provide to the MSO information in a format that is reasonably requested by the MSO for this purpose. 14. Reports 14.1 MSO will maintain at its own expense a subscriber management system (“SMS”) which should be fully integrated with the CAS (Conditional Access System). Reports under this Agreement shall be generated only through SMS and CAS and the same should be in a pre-defined read only format such as a suitable PDF format, which cannot be edited. 14.2 MSO shall provide to STAR complete and accurate opening and closing subscriber monthly reports (“Reports”) for the HD Channels and the tier and/or package containing the HD Channels within seven (7) days from the end of each month (“Report Deadline”) in the format set out in Schedule F. 14.3 Such Reports shall specify all information required to calculate the Monthly Average Subscriber Level (including but not limited to the number of Subscribers for each of the HD Channels and each package in which a HD Channel is included) and the License Fees payable to STAR and shall be signed and attested by an officer of the MSO of a rank not less than Head of Department/Chief Financial Officer who shall certify that all information in the Report is true and correct. 14.4 Provisioning of Reports as per the terms of this Clause 14 shall constitute material obligation on the part of the MSO. Non-provisioning of the Reports on the Reports Deadline and in the format set out in Schedule F, shall amount to material breach of the Agreement on the part of MSO, which shall entitle STAR to terminate the Agreement and disconnect signals of the HD Channels to the MSO as per Clause 17 of this Agreement. 15. Audit Rights 15.1 STAR’s representatives shall have the right, not more than twice in a calendar year, to review and / or audit the subscriber management system, conditional access system, other related systems and records of Subscriber Management System of the MSO relating to the HD Channel(s) provided by the broadcaster for the purpose of verifying the amounts properly payable to STAR under the Agreement, the information contained in Reports and full compliance with the terms and conditions of the Agreement. The scope of such audit shall be as set out in Schedule G. 15.2 In the event an audit by STAR or its auditors reveal that the MSO has under-reported or has misrepresented any item having a bearing on the computation of the License Fee payable by the MSO, STAR shall provide the MSO with written notice setting out the amount of such additional fee (“Shortfall Amount”) payable by the MSO to STAR (“Notice of Shortfall”). Upon receipt of the Notice of Shortfall, the MSO shall immediately, and in any event no later than 2 (two) calendar days from the date of receiving such Notice of Shortfall pay the Shortfall Amount together with interest in accordance with the Late Interest Rate for the period from the date when the payments should have been made by the MSO until the actual date of payment. 15.3.

Delivery and Security. 11.1 All 10.1 The HD Channels must be delivered by the MSO IPTVO to Subscribers in a securely encrypted manner and without any alteration. 11.2 10.2 The transmission specifications uplink specifications, satellite capacity and infrastructure allocated by MSO IPTVO in respect of the broadcast signal of STAR’s the HD Channels by the MSO IPTVO to its Subscribers shall be no worse than that of the cable broadcast signal of any other channel within the same genre on its Distribution System. 11.3 10.3 The MSO IPTVO shall re-broadcast and re-transmit each of the HD Channels through the Distribution System to Subscribers located in the Territory in the manner of re-transmission as specified in this Agreement with respect to the Distribution System, and shall scramble the signal for such re- broadcast and re-transmission. The Parties acknowledge and agree that any material changes to the Distribution System’s security and encryption technology, including the encryption system Encryption System (other than standard software upgrades which are deemed not to be material changes), during the Term will be made by the MSO IPTVO only after prior approval from STARSIPL. 11.4 10.4 The MSO IPTVO shall, at its own cost and expense, cause the HD Channels to be received only from the satellite(s) designated by STAR SIPL from time to time and shall ensure distribution throughout its Distribution Systems System on separate, dedicated channel(sHD Channel(s) for reception by all its Subscribers. 11.5 STAR 10.5 SIPL may upon execution of this Agreement, at the request of the MSO IPTVO supply or cause to be supplied necessary Equipment to the MSOIPTVO. If STAR SIPL provides the Equipment, the MSO IPTVO shall pay to STAR SIPL fees for the Equipment in addition to the License Fee as may be informed by STAR SIPL to the MSOIPTVO. The MSO IPTVO shall locate the Equipment at a location approved by STAR SIPL in writing. In case the MSO IPTVO requires replacement of any defective Equipment, the MSO IPTVO shall pay a non-refundable service charge per Equipment for one time replacement as may be informed by STAR SIPL to the MSOIPTVO. The Equipment shall be used by the MSO IPTVO exclusively for distribution of the HD Channels for which it is issued and shall at all times remain the sole and exclusive property of STAR SIPL and the MSO IPTVO shall forthwith return the Equipment to STAR SIPL upon expiry or termination of the Agreement as per the provisions and procedure laid down in this Agreement. The MSO IPTVO shall not, under any circumstances, reverse engineer, decompile or disassemble the Equipment or reproduce or allow the reproduction of any of them or the technology included in them or sell or exchange or transfer the Equipment in any manner whatsoever. The MSO IPTVO shall insure get the Equipment insured immediately on execution of the Agreement. 11.6 STAR 10.6 SIPL shall not be liable for any defect in the Equipment(s), which is attributable to any unauthorized use, tampering or damage due to negligent use of the same by the MSO IPTVO or any other person. In the event the Equipment(s) is lost, stolen or damaged, the MSO IPTVO shall immediately inform STARSIPL. In the event the MSO IPTVO desires new Equipment(s) for any HD Channel forming part of the HD Channels, the same may be issued at the discretion of STAR SIPL on payment of such charges as may be specified by STAR SIPL from time to time. In the event any of the Equipment(s) is not in use by the MSOIPTVO, the same should be returned to the concerned office of STAR SIPL immediately. 11.7 10.7 In order to take back possession of the Equipment from the MSOIPTVO, the MSO IPTVO shall ensure that the personnel/representative of STAR SIPL are allowed free and unobstructed access to the location where the Equipment is installed and take possession of the same. The MSO IPTVO shall not interfere with such procedure. 11.8 10.8 During the Term, the MSOIPTVO’s re-broadcasting and re-transmitting facilities shall be fully capable of individually addressing Subscribers on a channel- by-channel, STB-by-STB and decoder-by-decoder basis. The MSO IPTVO shall install decoding equipment and all other equipment necessary to receive and distribute the HD Channels at its own cost and expense. The MSO IPTVO acknowledges and agrees that STBs, and their installed content protection systems, used by Subscribers of the Distribution System shall prohibit the use of any digital outputs. The MSO further agrees to make no use, nor authorize or permit others to make use, of the HD Channels or the programming on the HD Channels other than as expressly set forth in this Agreement. STAR SIPL shall have the right in its sole discretion to either suspend the transmission of any or all of the HD Channels by the MSOIPTVO, or terminate this Agreement in accordance with the Law, if the MSO IPTVO distributes any or all of the HD Channels in a manner not authorized or for a purpose not specifically provided for by this Agreement. 11.9 10.9 The MSO IPTVO shall use its best efforts to maintain for the HD Channels the quality standard afforded to other channels standard definition HD Channels of the same genre in a non- non-discriminatory fashion. The MSO the IPTVO shall use reasonable efforts to maintain a service availability (a service free from viewer discernible problems including, without limitation, video with no audio, audio with no video or significant signal distortion) without any interruption or deviation from the daily transmission schedule. 1211. Anti-Piracy 12.1 11.1 In order to prevent theft, piracy, unauthorized retransmissions, redistribution or exhibition, copying or duplication of any HD Channel, in whole or in part, (hereinafter collectively referred to as “Piracy”), the MSO IPTVO shall, prior to the commencement of the Term of the Agreement and at all times during such Term, employ, maintain, and enforce fully effective conditional access delivery and content protection and security systems, and related physical security and operational procedures (hereinafter collectively referred to as the “Security Systems”) as may be specified (security specifications), in a non-discriminatory manner in writing, from time to time, by STARSIPL. 12.2 11.2 The MSO IPTVO shall adhere to the anti-piracy obligations and security measures set out in Schedule I. 12.3 G. 11.3 To ensure the MSOIPTVO’s ongoing compliance with the security requirements set out in the Agreement, STAR SIPL may require technical audits (“Technical Audit(s)”) conducted by an independent security technology auditor (“Technical Auditor”), approved by STAR SIPL in writing no more than twice per year during the Term, at STARSIPL’s cost and expense. If the results of any Technical Audit are not found to be satisfactory by either the MSO IPTVO or STARSIPL, then STAR SIPL shall work with the MSO IPTVO in resolving this issue in the next fourteen (14) Business Days. If a solution is not reached at by then, STAR SIPL may, in its sole discretion, suspend the MSOIPTVO’s right to distribute the HD Channels or take other actions as provided under the Agreement, until such systems, procedures and security measures have been corrected to STARSIPL’s satisfaction. MSO IPTVO shall bear the cost and expense of any subsequent Technical Audit to verify that the systems, procedures and security measures have been corrected by the MSO IPTVO to STARSIPL’s satisfaction. 12.4 MSO 11.4 IPTVO shall deploy finger printing mechanisms to detect any piracy, violation of copyright and unauthorized viewing of the HD Channels, distributed / transmitted through its Distribution System at least every 10 minutes on 24 x 7 x 365 basis. 12.5 MSO 11.5 IPTVO shall not authorize, cause or suffer any portion of any of the HD Channels to be recorded, duplicated, cablecast, exhibited or otherwise used for any purpose other than for distribution by MSO IPTVO at the time the HD Channels are made available. If MSO IPTVO becomes aware that any unauthorized third party is recording, duplicating, cablecasting, exhibiting or otherwise using any or all of the HD Channels for any other purpose, MSO IPTVO shall within ten minutes of so becoming aware of such recording, duplicating, cablecasting, exhibiting or otherwise using any or all of the HD Channels for any other purpose, notify STAR SIPL and the MSO IPTVO shall also switch off the concerned STB Set Top Box to prevent such unauthorized use. However, use of a STB Set Top Box with Personal Video Recorder/ Digital Video Recorder facility which has been supplied by the MSO IPTVO shall not be treated as unauthorized use, as long as such STB Set Top Box is used in accordance with the terms and conditions of the Agreement between the MSO IPTVO and the Subscriber. 12.6 11.6 If so instructed by Information (as defined below) by STARSIPL, the MSO IPTVO shall shut off or de-authorize the transmission to any unauthorized subscriber/ Subscriber subscriber indulging in piracy, within ten minutes from the time it receives such instruction from STARSIPL. 12.7 Any communication under the this Clause 12.6 11.6 shall be considered as valid Information only if (i) the information is sent through e-mail in a format as mutually agreed by the Parties and (ii) the Information information is sent by a person(s) who is designated to send such Informationinformation. However the “Information” may even be provided by STAR SIPL representatives through other means of communications such as telephonic message, fax etc. and the said “Informationinformation” shall later be confirmed by STAR SIPL through e-e- mail and the MSO IPTVO shall be under obligation to act upon such information. 12.8 11.7 In instances where the MSO IPTVO is the only Party that is allowed to initiate and pursue legal action against an unauthorized party, including, but not limited to, the filing of criminal complaints against such unauthorized party, the MSO IPTVO agrees to initiate such legal action and STAR SIPL undertakes to provide all necessary assistance. XXXX SIPL plans to actively combat piracy of the HD Channels in the Territory and the MSO IPTVO agrees to work closely with STAR SIPL and comply with its directions in relation such efforts. 1312. Advertising / Marketing / Advertising/ Marketing/ Promotion 13.1 12.1 The MSO IPTVO shall promote all the HD Channels and the programming exhibited by all of the HD Channels in the same manner and to the same extent as any other channel in the same genre, which is distributed by the MSOIPTVO; provided, that the MSO IPTVO may carry out any specific promotion with respect to a certain specific channel(sHD Channel(s) or genres. 13.2 12.2 The MSO IPTVO agrees that it shall provide the HD Channels with the same opportunity to carry out specific promotions on mutually agreeable terms. The MSO IPTVO agrees that the HD Channels will be treated similarly, in terms of size and prominence (taking into consideration the context) to other channels HD Channels in any advertising material where the Channel Marks (as defined below) appear with the logos and names of all other channelsHD Channels. Nevertheless, In promoting the HD Channels, the MSO IPTVO shall use only Promotional Material provided or approved by STARSIPL, in the form provided by STAR SIPL (or, if created by or on behalf of the MSOIPTVO, in the identical form presented to STARSIPL’s for STARSIPL’s prior written approval) and only for the purpose of promoting the HD Channels. STAR SIPL shall make available to the MSO IPTVO Promotional Materials in accordance with STARSIPL’s then current practices. STAR SIPL and the MSO IPTVO agree to discuss joint marketing efforts and the coordination of marketing and promotion for the HD Channels and the Distribution System. 13.3 STAR 12.3 SIPL shall be treated similarly to other programmers in respect of opportunities for participation in events and promotions that the MSO IPTVO undertakes for the promotion of channelsHD Channels, subject to and considering commercial agreements for each such event and promotion and the context of each such event and promotion. STAR SIPL shall provide to the MSO IPTVO information in a format that is reasonably requested by the MSO IPTVO for this purpose. 1413. Reports 14.1 MSO 13.1 IPTVO will maintain at its own expense a subscriber management system (“SMS”) which should be fully integrated with the CAS (Conditional Access System). Reports under this Agreement shall be generated only through SMS and CAS and the same should be in a pre-defined read only format such as a suitable PDF format, which cannot be edited. 14.2 MSO 13.2 IPTVO shall provide to STAR SIPL complete and accurate opening and closing subscriber monthly reports (“Reports”) for the HD Channels and the tier and/or package containing the HD Channels within seven (7) days from the end of each month (“Report Deadline”) in the format set out in Schedule F. 14.3 E. 13.3 Such Reports shall specify all information required to calculate the Monthly Average Subscriber Level (including but not limited to the number of Subscribers for each of the HD Channels and each package in which a HD Channel is included) and the License Fees payable to STAR SIPL and shall be signed and attested by an officer of the MSO IPTVO of a rank not less than Head of Department/Chief Financial Officer who shall certify that all information in the Report is true and correct. 14.4 13.4 Provisioning of Reports as per the terms of this Clause 14 13 shall constitute material obligation on the part of the MSOIPTVO. Non-provisioning of the Reports on the Reports Deadline and in the format set out in Schedule FE, shall amount to material breach of the Agreement on the part of MSOIPTVO, which shall entitle STAR SIPL to terminate the Agreement and disconnect signals of the HD Channels to the MSO IPTVO as per Clause 17 16 of this Agreement. 1514. Audit Rights 15.1 STAR14.1 SIPL’s representatives shall have the right, not more than twice in a calendar year, to review and / or audit the subscriber management system, conditional access system, other related systems and records of Subscriber Management System of the MSO IPTVO relating to the HD Channel(s) provided by the broadcaster for the purpose of verifying the amounts properly payable to STAR SIPL under the Agreement, the information contained in Reports and full compliance with the terms and conditions of the Agreement. The scope of such audit shall be as set out in Schedule G. 15.2 F. 14.2 In the event an audit by STAR SIPL or its auditors reveal that the MSO IPTVO has under-reported or has misrepresented any item having a bearing on the computation of the License Fee payable by the MSOIPTVO, STAR SIPL shall provide the MSO IPTVO with written notice setting out the amount of such additional fee (“Shortfall Amount”) payable by the MSO IPTVO to STAR SIPL (“Notice of Shortfall”). Upon receipt of the Notice of Shortfall, the MSO IPTVO shall immediately, and in any event no later than 2 (two) calendar days from the date of receiving such Notice of Shortfall pay the Shortfall Amount together with interest in accordance with the Late Interest Rate for the period from the date when the payments should have been made by the MSO IPTVO until the actual date of payment. 15.314.3