Mutually Agreeable Terms And Conditions For Second Channel Procedure

Please fill the hotel, date & time & send the acceptance by mail:-

Escrow Condition For Delhi

Work: 2nd Channel Ownership Transfer

Bank Name: HSBC / ICICI

Quantum of Work: 1 LCr in India

Escrow Date:- /1/2016 (Tentative - to be decided in the meeting between the Parties)

Escrow Time:- PM

Escrow Place:- Hotel

Ratio: FOR HSBC - 140+20 ( a+b+c ) in India and in H.K 170+ 30

FOR ICICI - 15+5

PG Amount: 100 CR

Conditions:

SELLER

BUYER

Seller refers to the party transferring the ownership of second channel

Escrow of 10 Lakh will be provided by the seller

Buyer refers to the party holding the Investment Fund

Escrow of 10 Lakh will be provided by the buyer

Performance Date and Time will be intimated by the Seller

VP Appointment will be taken by the Seller for PG and Performance (Optional – to be discussed)

Procedure:

Both Signatories to reach the Bank Between a pre - agreed time.

Seller & Buyer Party will move to HSBC Bank for PG and do the PG by way of Holding Letter and cheque of both the Parties.Both the parties will sign the cheque and fill up PG amount.

Both the parties will hand over the cheque to Banker same time without any objection for verification and for PG locking.

Buyer having fund/window in INR will give verification of his fund with the credentials in the presence of Bank Official and in front of the Seller party

After Satisfactory verification of Buyer party's fund the Seller party will verify his Second Channel in HSBC Bank Only.

Buyer party will be allowed to Proceed for ownership verification.

Buyer will provide Investment fund to the Seller with the all necessary permission for investing their fund in Projects in INDIA. Seller will also verify RBI Permission Projects.

Once both the parties are Satisfied with each other, then 1% token advance of total volume to be Paid by Buyer to Seller immediately.

MOU and other relevance agreements to be signed thereafter. At the same time all media commission will be released as per the instruction of Both Side's PAY MASTER.

Buyer will issue a holding cheque of the agreed amount with an instruction to the Bank as well a liability letter to do the RTGS to the seller upon transfer of 2nd Channel.

Fund of Buyer will be blocked by VP. The second channel will be blocked and ownership of Second channel will be transferred to the Buyer

Both the parties should come to the Bank with their company stamps, letter head, relevant documents, authorization, NOC from the Director and any other required documents.

SIGNATURE OF SELLER AUTHORIZED MANDATE or SIGNATORY SIGNATURE OF BUYER AUTHORIZED MANDATE or SIGNATORY

Date:

Date: