Spe Mauritius Holdings Limited ( Spe Mauritius Holdings )

May ___, 2012

SPE MAURITIUS HOLDINGS LIMITED (“SPE MAURITIUS HOLDINGS”)

SPE MAURITIUS INVESTMENTS LIMITED (“SPE MAURITIUS INVESTMENTS”)

SPE SINGAPORE HOLDINGS INC. (“SPE SINGAPORE”)

SPE INDIA INVESTMENTS INC. (“SPE INDIA”)

SONY PICTURES ENTERTAINMENT INC. (“SONY PICTURES”)

c/o SPE SINGAPORE HOLDINGS INC.

10202 West Washington Blvd.

Culver City, CA 90232

USA

Attention: Andrew Kaplan

Subject: Signature Pages to Share Purchase Agreements, Settlement Agreements and Other Documents

Ladies and Gentlemen:

Enclosed are signature pages (the “Signature Pages”) to the documents (the “Documents”) set forth on Exhibit A attached hereto, which Signature Pages have been executed by the signatories to this letter, as applicable. The undersigned hereby irrevocably deliver the Signature Pages to you, provided that such delivery is under the condition that the Signature Pages not be countersigned or attached to the Documents to which they pertain until such time that the Capital Waiver (as defined below) has been executed and delivered or after the 45th day after the date of this letter, whichever occurs first. As used herein, “Capital Waiver” shall mean the waiver by Capital pursuant to which Capital irrevocably waives all of its rights with respect to any transfer restrictions under the Amended and Restated Shareholders Agreement (the “MSMI Shareholders Agreement”) relating to Multi Screen Media Private Limited (“MSMI”) dated as of May 24, 2000, as amended from time to time, by and among SPE Mauritius Holdings, SPE Mauritius Investments, SPE Singapore, Atlas Equifin Private Limited (“Atlas”), Grandway Global Holdings Limited (“Grandway”), Capital and MSMI, and "Capital" shall mean Emerging Markets Growth Fund, Inc., Capital International Emerging Markets Fund, The New Economy Fund, American Funds Insurance Series, International Fund, American Funds Insurance Series and Global Growth Fund.

This letter and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this letter, or the negotiation, execution or performance of this letter, shall be governed by the laws of England. Further, Section 7.1 and Sections 11.2 through 11.7 of the Share Purchase Agreement by and between SPE Singapore and Grandway (“Grandway SPA”), in the form mutually agreed by the parties as of May 7, 2012, shall be incorporated by this reference in this letter and apply to this letter mutatis mutandis.

Please countersign this letter where set forth below to evidence your agreement with the above.

Very truly yours,

ATLAS EQUIFIN PRIVATE LIMITED, an Indian company
By: ______
Name:
Title: / BHALCHANDRA RAMCHANDRA SULE,
Individually
______
Bhalchandra Ramchandra Sule
GRANDWAY GLOBAL HOLDINGS LIMITED, a Mauritius company
By: ______
Name:
Title: / NEW HORIZON VENTURES GROUP LIMITED, a British Virgin Islands company
By: ______
Name:
Title:
GRANDWAY HOLDINGS LIMITED, a British Virgin Islands company
By: ______
Name:
Title: / G.R.A. HOLDINGS LIMITED, a Mauritius company
By: ______
Name:
Title:
ALAUDA SECURITIES LIMITED, a Mauritius company
By: ______
Name:
Title: / MAURITIUS INTERNATIONAL TRUST COMPANY LTD AS TRUSTEE OF THE G.R.A. TRUST, a Jersey, Channel Islands irrevocable discretionary trust
By: ______
Name:
Title:
SHEMAROO ENTERTAINMENT LIMITED, an Indian company
By: ______
Name:
Title: / VINAYAKA RESOURCES LIMITED, a British Virgin Islands company
By: ______
Name:
Title: Director
for Dialogue Directors Limited
By: ______
Name:
Title: Director
for Piccadilly Directors Limited
SHEMAROO HOLDINGS PRIVATE LIMITED, an Indian company
By: ______
Name:
Title: / MAURITIUS INTERNATIONAL TRUST COMPANY LTD AS TRUSTEE OF THE GANESHA TRUST, a Jersey, Channel Islands irrevocable discretionary trust
By: ______
Name:
Title:
By: ______
Name:
Title:
RAKESH K. AGGARWAL,
Individually
______
Rakesh K. Aggarwal / WANNUNABAY ASSOCIATED S.A., a British Virgin Islands company
By: ______
Name:
Title:
R. SUDESH IYER,
Individually
______
R. Sudesh Iyer / WHITEFLOWER FOUNDATION, a Liechtenstein mixed family foundation
By: ______
Name:
Title:
RADHIKA S. IYER,
Individually
______
Radhika S. Iyer / PROONA ASSOCIATED S.A., a British Virgin Islands company
By: ______
Name:
Title:
RAMAN H. MAROO,
Individually
______
Raman H. Maroo / JAYAP FOUNDATION, a Liechtenstein mixed family foundation
By: ______
Name:
Title:
JAI MAROO,
Individually
______
Jai Maroo / RAINBOW GROUP HOLDINGS LIMITED, a British Virgin Islands company
By: ______
Name:
Title:
JAYESH A. PAREKH,
Individually
______
Jayesh A. Parekh / ISENA FOUNDATION, a Liechtenstein mixed family foundation
By: ______
Name:
Title:
SUSHIL M. SHERGILL,
Individually
______
Sushil M. Shergill / KALAPIN PARTICIPATION CORPORATION, a British Virgin Islands corporation
By: ______
Name:
Title:
JACKIE SHROFF,
Individually
______
Jackie Shroff / VIVIANA FOUNDATION, a Liechtenstein family foundation
By: ______
Name:
Title:

ACKNOWLEDGED AND AGREED AS OF

THE DATE FIRST SET FORTH ABOVE:

SPE MAURITIUS HOLDINGS LIMITED, a Mauritius company
By:
an authorized signatory / SPE MAURITIUS INVESTMENTS LIMITED, a Mauritius company
By:
an authorized signatory
SPE SINGAPORE HOLDINGS INC., a California corporation
By:
an authorized signatory / SONY PICTURES ENTERTAINMENT INC., a Delaware corporation
By:
an authorized signatory
SPE INDIA INVESTMENTS INC., a California corporation
By:
an authorized signatory

EXHIBIT A

1) SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE

2) APPLICATION FOR DISPOSAL IN THE FORM ATTACHED AS EXHIBIT C TO THE SETTLEMENT AGREMENT AND MUTUAL GENERAL RELEASE

3) APPLICATION FOR UNCONDITIONAL WITHDRAWAL OF CLB PROCEEDINGS IN THE FORM ATTACHED AS EXHIBIT D TO THE SETTLEMENT AGREMENT AND MUTUAL GENERAL RELEASE

4) GRANDWAY SPA

5) SHARE PURCHASE AGREEMENT ("ATLAS SPA") BY AND BETWEEN SPE SINGAPORE AND ATLAS

6) WAIVER AND CONSENT TO TRANSFER OF ATLAS, IN THE FORM ATTACHED AS EXHIBIT A TO THE GRANDWAY SPA AND THE ATLAS SPA, UNDER THE MSMI SHAREHOLDERS AGREEMENT AND THE ARTICLES OF ASSOCIATION OF MSMI

7) WAIVER AND CONSTENT TO TRANSFER OF GRANDWAY AND ATLAS, IN THE FORM ATTACHED AS EXHIBIT A TO THE GRANDWAY SPA AND THE ATLAS SPA, UNDER THE MSMI SHAREHOLDERS AGREEMENT AND THE ARTICLES OF ASSOCIATION OF MSMI

8) WAIVER AND CONSENT TO TRANSFER OF GRANDWAY, IN THE FORM ATTACHED AS EXHIBIT A TO THE GRANDWAY SPA AND THE ATLAS SPA, UNDER THE MSMI SHAREHOLDERS AGREEMENT AND THE ARTICLES OF ASSOCIATION OF MSMI

9) TERMINATION DEED OF GRANDWAY AND ATLAS, IN THE FORM ATTACHED AS EXHIBIT B-1 TO THE GRANDWAY SPA AND THE ATLAS SPA, WITH RESPECT TO THE MSMI SHAREHOLDERS AGREEMENT

10) TERMINATION DEED OF GRANDWAY, ATLAS AND AFFILIATES OF GRANDWAY AND ATLAS, AMONG OTHERS, IN THE FORM ATTACHED AS EXHIBIT B-1 TO THE GRANDWAY SPA AND THE ATLAS SPA, WITH RESPECT TO THE SIDE AGREEMENT RELATING TO THE FORMATION AND OPERATION OF MSM SATELLITE (SINGAPORE) PTE. LTD. (“MSMS”) AND MSMI, DATED AS OF OCTOBER 1, 1995, AS AMENDED FROM TIME TO TIME (THE “UMBRELLA AGREEMENT”)

11) TERMINATION DEED OF GRANDWAY AND ATLAS, IN THE FORM ATTACHED AS EXHIBIT B-1 TO THE GRANDWAY SPA AND THE ATLAS SPA, WITH RESPECT TO THE SIDE AGREEMENT RELATING TO MSMS AND MSMI (THE “OTHER UMBRELLA AGREEMENT”), DATED AS OF MAY24, 2000, AS AMENDED FROM TIME TO TIME, WITH GRANDWAY, SPE MAURITIUS HOLDINGS, SPE MAURITIUS INVESTMENTS, SPE SINGAPORE AND CAPITAL

12) TERMINATION DEED OF GRANDWAY, IN THE FORM ATTACHED AS EXHIBIT B-1 TO THE GRANDWAY SPA AND THE ATLAS SPA, WITH RESPECT TO THE AMENDED AND RESTATED SHAREHOLDERS AGREEMENT DATED AS OF MAY24, 2000, AS AMENDED FROM TIME TO TIME (“MSMS SHAREHOLDERS AGREEMENT”), WITH MSMI, SPE SINGAPORE, AND CAPITAL.

13) TERMINATION DEED OF GRANDWAY AND ATLAS, IN THE FORM ATTACHED AS EXHIBIT B-2 TO THE GRANDWAY SPA AND THE ATLAS SPA, WITH RESPECT TO THE MSMI SHAREHOLDERS AGREEMENT

14) TERMINATION DEED OF GRANDWAY, IN THE FORM ATTACHED AS EXHIBIT B-2 TO THE GRANDWAY SPA AND THE ATLAS SPA, WITH RESPECT TO THE MSMS SHAREHOLDERS AGREEMENT

15) TERMINATION DEED OF GRANDWAY AND ATLAS, IN THE FORM ATTACHED AS EXHIBIT B-2 TO THE GRANDWAY SPA AND THE ATLAS SPA, WITH RESPECT TO THE OTHER UMBRELLA AGREEMENT

16) TRANSFER NOTICE OF ATLAS, IN THE FORM ATTACHED AS EXHIBIT C TO THE GRANDWAY SPA AND THE ATLAS SPA, UNDER THE ARTICLES OF ASSOCIATION OF MSMI

17) TRANSFER NOTICE OF GRANDWAY, IN THE FORM ATTACHED AS EXHIBIT C TO THE GRANDWAY SPA AND THE ATLAS SPA, UNDER THE ARTICLES OF ASSOCIATION OF MSMI

18) FIRST NEGOTIATION NOTICE OF ATLAS, IN THE FORM ATTACHED AS EXHIBIT C TO THE GRANDWAY SPA AND THE ATLAS SPA, PURSANT TO THE MSMI SHAREHOLDERS AGREEMENT

19) FIRST NEGOTIATION NOTICE OF GRANDWAY, IN THE FORM ATTACHED AS EXHIBIT C TO THE GRANDWAY SPA AND THE ATLAS SPA, PURSUANT TO THE MSMI SHAREHOLDERS AGREEMENT

20) CONSENT LETTER OF ATLAS TO BE FILED WITH FORM FC-TRS

21) SHARE TRANSFER FORM TOGETHER WITH MSMI SHARE CERTIFICATES ISSUED TO ATLAS

22) ESCROW AGREEMENT WITH SCB ESCROWING MSMI SHARE CERTIFICATES ISSUED TO GRANDWAY TOGETHER WITH MSMI SHARE CERTIFICATES ISSUED TO GRANDWAY

23) ASSIGNMENT AND RELEASE BETWEEN GRANDWAY AND STANDARD CHARTERED BANK

24) NOTICE OF ASSIGNMENT FROM GRANDWAY TO SPE SINGAPORE HOLDINGS

25) BOARD RESIGNATION LETTERS OF:

(a) RAKESH AGGARWAL WITH RESPECT TO MSMI, MSMS,MAINLINE SPORTS PTE LTD., MSM ASIA LIMITED, AND MSM NORTH AMERICA INC.

(b) RAMAN MAROO WITH RESPECT TO MSMI, MSMS AND MSM ASIA LIMITED

(d) SUSHIL M. SHERGILL WITH RESPECT TO MSMS, ANS MSM ASIA LIMITED

(e) JAYESH PAREKH WITH RESPECT TO MSM ASIA LIMITED

Signature delivery letter