300MM INR Senior Secured Convertible NotesNovember, 2011

Draft Term Sheet

Issuer: [Company] (the “Company”) Stock Symbol: [Stock Symbol]

Company Description: [Company Description]

Securities: Senior Secured Convertible Notes (the “Notes”)

Issuance Amount Proceeds: 300,000,000 INR.

Use of Proceeds: General working capital.

Security and Rank: Investor(s) would have a perfected security interest in the Company and will be ranked as a senior lender.

Interest: 8%, paid in cash or in shares (in kind).

Maturity Date: The Notes will mature 24 months from Closing Date.

Closing Date: December, 2011

Amortizations: Bullet Payment on the Maturity Date

Closing Share Price: 50 INR/Share

Investor Conversion Price: At the Investor’s option, the Note will be converted into 1,694,925 shares,

Early Repayment at Company’s Option: The Company may prepay any or all Notes (i) in cash, at a redemption

amount that will generate a 25% IRR assuming a holding period of at least12 months or (ii) force a partial or full conversion of the Notes provided that the equity share’s can be sold in the open market or to a private investor at a price that represents a 25% Internal Rate of Return assuming a holding period of at least 12 months.

Closing & Funding: Closing and funding would occur after the completion of due diligence to the satisfaction of all parties and simultaneously with the mutual execution of the investment agreements (the “Closing”). The investment agreements would contain covenants and protections, including anti-dilution adjustments, customary for an investment of this nature.