DEED OF INDEMNITY AND UNDERTAKING

This Deed of Indemnity executed at _______________on this _______ day of ____________________2009 by _______________________I, ____________________son of _______________________________ and residing at

__________________________________________________________________________

__________________________________________________________________________

do hereby solemnly acknowledge, affirm, state and undertake as follows:

That in terms of the policy of ICICI Venture Funds Management Company Limited (the “Company”), which I have read (hereinafter the “Policy”) I am eligible for usage of durables, white goods, furniture and fittings (hereinafter collectively the “Furniture and Fittings”) to be procured and provided by the Company to me at the cost of the Company and

That the Company has procured Furniture and Fittings, as per the Policy of the Company as listed in Annexure “A” hereto (hereinafter collectively referred to as the “Furniture and Fittings”) for my use at my house situated at __________________________________________________.

In consideration of the Company having procured the said Furniture and Fittings, I, ____________________hereby unconditionally, absolutely and irrevocably undertake and agree to the Company that:

(i) I shall maintain at my cost and expenses, the said Furniture and Fittings in a proper and good condition subject to normal wear and tear;

(ii) If so required by the Company, on written request of the Company I shall, at my cost and expenses, ensure that the Furniture and Fittings are adequately insured at all times;

(iii) I shall make available the Furniture and Fittings for inspection by the authorized representatives of the Company at all times and the said authorized representative of the Company shall have the right to enter into my house at all reasonable times, with prior intimation, to inspect the Furniture and Fittings;

(iv) I shall return the Furniture and Fittings in good and proper condition, save and except for normal wear and tear, to the Company, at any time the Company so desires;

(v) I shall keep the Furniture and Fittings at my aforesaid residence house only at all times and declare in writing the condition and existence of the Furniture and Fittings periodically as and when required by the Company. However in the event if there is any change of place in respect of my houses then in that event I shall

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intimate the Company of such change of house and shifting of the Furniture and Fittings in the new house;

(vi) I shall not alienate in any manner or create any lien whatsoever on the Furniture and Fittings;

(vii) I shall purchase the Furniture and Fittings from the Company at the

depreciated value in the books of the Company:

(a) Upon expiry of 3 (three) years from the date of purchase of the Furniture and Fittings by the Company; (or)

(b) Upon the termination or ceasation of my employment with the Company for any reason whatsoever.

whichever is earlier.

(viii) In the event, I cease to be an employee of the Company within (3) three years from the date of purchase of the Furniture and Fittings by the Company, I shall in addition to the provisions of clause (vii) above, pay to the Company simple interest @ 8% (eight percent) per annum (on the aggregate acquisition cost of the Furniture and Fittings by the Company) with retrospective effect from the date of purchase of the Furniture and Fittings by the Company till the date of payment pursuant to clause (vii) above;

(ix) I shall abide by the provisions of the Income Tax Act and such amendments applicable thereto from time to time;

(x) I shall abide by all the provisions of the Policy and any amendments thereto of the Company, from time to time, in respect of providing Furniture and Fittings to employees. In the event of withdrawal of the scheme, I shall abide by the decision of the Company.

(xi) In the event of any breach or default of this Undertaking by me, the Company shall be entitled to recover all and any amounts due from me pursuant to this Undertaking from my salary and retirement benefits payable to me by the Company and I authorize the Company to make such deductions in its sole discretion.

(xii) I agree to indemnify and keep the Company indemnified save and harmless against all losses, liabilities, litigations, penalties, demands, damages, costs, claims and expenses whatsoever which the Company may directly or indirectly suffer, pay or incur, including legal proceedings taken against me or the Company by reason of or in connection with the Company providing the Furniture and Fittings to me.

(xiii) I unconditionally and irrevocably agree that the this Undertaking and Indemnity shall be governed by and construed in accordance with the applicable Indian laws and the courts situated in Bangalore, Karnataka shall have exclusive jurisdiction in the event of any dispute in this regard.

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Date: Signature ____________________

Place: Name ____________________

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