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Title of Article Article Number and contents Debentures with voting

rights not to be issued 45.

(a) The Company shall not issue any debentures carrying voting rights at any Meeting of the Company whether generally or in respect of particular classes of business.

(b) The Company shall have power to reissue redeemed debentures in cert ain cases in accordance with Section 121 of the Act.

Title of Article Article Number and contents

claims under the charge may be made in accordance with the provisions of Section 123 of the Act.

(d) Certain charges (which expression includes mortgage) mentioned in Section 125 of the Act, shall be void against the Liquidator or creditor unless registered as provided in Section 125 of the Act.

(e) A contract with the Company to take up and pay debentures of the Company may be enforced by a decree for specific performance.

(f) Unless the conditions of issue thereof otherwise provide, the Company shall (subject to the provisions of Section 113 of the Act) within three months after the allotment of its debentures or debenture-stock and w i t h i n o n e m o n t h a f t e r t h e a p p l i c a t i o n f o r t h e registration of the transfer of any such debentures or debentures-stock have completed and ready for delivery the certificate of all debenture-stock allotted or transferred.

(g) The Company shall comply with the provisions of Section 118 of the Act, as regards supply of copies of debenture Trust Deed and inspection thereof.

(h) The Company shall comply with the provisions of Section 124 to 145 (inclusive) of the Act as regards registration of charges.

46. Definitions

(1A) I) The “Act” means The Companies Act, 1956 or any statutory modification or reenactment hereof the time being in force.

II) “The Company” or “This Company” means Ace Tours Worldwide Limited.

III) “Shares” means shares in the equity shares capital of the Company having a face value of ` 10/- per shares and includes stock except where a distinction between stock and share is expressed or implied.

IV) “Relative” means a relative as defined by Section 6 of the Act.

V) “BCCL” means Bennett, Coleman and Co. Limited, an existing company within the meaning and provisions of the Companies Act, 1956.

VI) “Debentures” includes debenture stock, bonds and other securities of the Company whether constituting charge on the assets of the Company or not.

VII) “Board of Directors” or “Board” or “Directors” means Board of Directors of the Company constituted or functioning subject to or in accordance with restrictions, limitations stipulated in the Shareholder‟s Agreement.

VIII) “Agreement” means Convertible Debenture Subscription Agreement dated 10th

January, 2008 executed amongst the Company BCCL and the promoters.

IX) “Parties” unless context requires otherwise means all the signatories to the Agreement. 47. In the event that the Company issues any further Shares, including in the event of a

merger or amalgamation of another entity with the Company, within a period commencing from the date hereof i.e. January 10, 2008, till any point of time prior to the completion of the IPO (a “Fresh Offering”), at a price lower than the Conversion Price, then the Company shall issue and the Promoters shall cause the Company to issue such number of Shares forming part of the Fresh Offering to BCCL, in accordance with applicable law, for no additional consideration or a consideration being the par value of the Shares or such other consideration as may be determined by the board of directors of the Company, whichever is lower, such that the weighted average price of the BCCL Shares and the Shares acquired by BCCL at the Fresh Offering shall be equal to the price paid for the Shares issued at the Fresh Offering by another Person. The Company shall obtain and the Promoters shall cause the Company to obtain all approvals, regulatory and otherwise, in this regard. In the event the Company is unable to offer the Shares to BCCL for no additional consideration, the Promoters shall, jointly and severally, sell such number of Shares held by the Promoter at no additional consideration to BCCL, such that the weighted average price of the BCCL Shares and the Shares acquired by BCCL from the Promoters in the manner indicated herein shall be equal to the price paid for the Shares issued at the Fresh Offering by another person.

48 The Company shall not issue Shares through the IPO at a price lower than the Conversion Price. For the purpose of this Article the Conversion Price shall be adjusted for any bonus issue and/or any stock split made by the Company from the

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date of allotment of the Shares till the date of the IPO. In the event that the IPO takes place at a lower that the Conversion Price after the adjustment, the Promoters hereby convenant and undertake, jointly and severally, to transfer such number of Shares to BCCL for no additional consideration such that the weighted average price of the BCCL Shares (i.e., the Shares held by BCCL after the date of allotment of the BCCL Shares and the Shares transferred by the Promoters in accordance with the terms hereof) is equal to the IPO Price. It is clarified that the transfer of Shares by the Promoters shall take place on the next succeeding Business Day after the completion of the statutory lock-in of one year from the date of the IPO of the entire pre-issue share capital currently prescribed in clause 4.141 of Chapter IV of the DIP Guidelines, as may be amended from time to time. Promoters undertake, jointly and severally, to keep available such number of Shares as may be required to fulfil their obligations in terms hereof and ensure that the same are not subject to the three year lock-in for promoter‟s shares under the DIP Guidelines. It is further clarified that the number of Shares to be transferred to BCCL by the Promoters shall be computed on the basis of IPO Price.

49 Tag Along Right

a. If the Promoters, or any of them, as the case may be, by themselves or through their affiliates, intends to Transfer all or part of their shareholding in the Company to a third party who is not an affiliate of the of the Promoters (the “Third Party Offeror”), the Promoters shall provide notice of such proposed sale to BCCL no later than 30 (Thirty) days prior to the proposed closing of such sale. The Promoters, or any of them, as the case may be, shall not be permitted to carry out the sale unless simultaneously with the sale the Third Party Offeror makes an offer in writing toBCCL to purchase a prorate portion ( i.e.a ratio of Shares of the Promoters proposed to be transferred to the Shares held by the Promoters at the time of the sale or disposal, as the case may be) of the Shares held by BCCL in the Company at such terms and conditions as the Third Party Offeror‟s proposed acquisition of Shares from the Promoters, or any of them, as the case may be, including as to Price ( the “Tag-Along Offer”). The Third Party Offeror‟s Tag Along shall remain open for acceptance for not less than 30 (Thirty) days following delivery to BCCL Of the offer of the Third Party Offeror

Provided that in the event that any such sale or disposal by the Promoter results in the Promoter‟s shareholding falling below 75% ( Seventy Five Percent) of issued and outstanding capital of the company (whether in a single transaction or a series of transaction related or otherwise), the Promoter shall not be permitted to carry out such sale or otherwise dispose of the Shares held by the Promoter, unless simultaneously with the sale, the Third Party Offeror makes an offer in writing to BCCL to purchase all the BCCL Shares held by BCCL in the Company at such time, on the same terms and conditions as the Third Party Offeror‟s proposed acquisition of Shares from the Promoters, including as to price.

b. If the Third Party Offeror refuses to purchase Shares from BCCL and BCCL notifies the Promoters in Writing within 30 (Thirty) days following receipt by BCCL of the Promoter‟s notice that it desires to sell Shares to the Third Party Offer or, the Promoters shall reduce the number of shares proposed to be sold to the Third Party Offer or and BCCL shall sell to the Third Party Offer or, and Promoters shall ensure that the Third Party Offer or shall buy, a pro rata portion or all of the Shares held by BCCL at that time, as the case may be, on the same terms and conditions, including as to price, as described in Article 50.1 . It is clarified that the Promoters will not be permitted to sell any Shares to the Third Party Offer or, unless and until the Third Party Offer or has acquired all the Shares offered by BCCL on the terms and conditions, including as to price, as described in Article 50.1.

50 Put Option

50.1 In the event that the IPO of the Company and listing of the Shares on a recognized stock exchange in not completed within 4 (four) years from the date hereof, BCCL shall have the right, by written demand signed by BCCL, to require the promoters, jointly and severally, by themselves or through a person(s) nominated by them, to purchase all or some of the BCCL Shares at the price per Share being not less than the Sale Price. For the purposes of this Article the “Sale Price” shall mean an amount equal to the Earning Per Share (“EPS”) *P/E multiple. EPS means EPS based on audited financial accounts for the financial year

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immediately preceding the date of such buyback. For the purpose of this Article, P/E multiple will be equal to 16 (Sixteen). For the purpose of Tag along right the Earning Per Share shall be adjusted for any stock split made by the Company from the Closing Date till the date of purchase of BCCL Shares by the promoters. The EPS will be arrived at after excluding all non-recurring income and expenditure and extra-ordinary income and expenditure in accordance with Indian GAAP.

50.1.1 The Promoter and BCCL shall use their respective reasonable best efforts to obtain all relevant corporate and other approvals required for the completion of the transfer.

51 Right to First Refusal

51.1 Subject to the lock-in restriction in respect of the BCCL Shares prescribed in Article 51.1.2 of this agreement, BCCL shall have the right to sell the BCCL Shares or a part thereof by way of a negotiated deal to any third Party in the manner provided in this Article. 51.1 .2 BCCL covenants that the BCCL shares shall be subject to lock-in for a period of three years from January 10, 2008, or in the event of an IPO for such period as may be determined under applicable law at the time of IPO, whichever occurs earlier. It is however clarified that BCCL shall have the right to transfer or sell or otherwise dispose of the BCCL shares in any manner at the expiry of the lock-in period mentioned herein in this Article 6.3. However it is clarified that the provisions of this Article 6.3 shall not apply to transfer of shares by BCCL to any of its affiliates, associates and/or group companies

51.2 Before the completion of the IPO, if BCC desires to Transfer the BCCL Shares, or a part thereof by way of A negotiated deal, BCCL shall first give a written notice (“the Transfer Notice”) to the promoters, stating BCCL intension to Transfer the BCCL Shares, the number of the BCCL Shares proposed buyer and the price and the other terms and conditions at which BCCL proposes to Transfer the BCCL Shares.

51.3. Upon receipt of the notice, the Promoters shall have the irrevocable and exclusive right to buy all the BCCL, by themselves or by a person/entity nominated by the Promoters, at the price and on the same terms and Conditions as specified in the notice such a right shall be exercisable by a written notice from the Promoters to BCCL, within 30 (Thirty) days from the date of receipt of the notice sent by BCCL.in the event that the Promoters or any person/entity nominated by the Promoters does not buy the BCCL Shares specified in the Notice then BCCL shall have the right to sell the BCCL Shares to the said proposed buyer on terms not more Favourable than those specified in the Transfer notice.

51.4 If the Promoers, by themselves or through an entity nominated by them, fails to purchase the BCCL Shares within 21 ( Twenty one) days from the date of the notice by which the promoters exercised their right to buy the BCCL Shares, in sddition to all other remedies available in law to BCCL, the right of first Refusal shall stand extinguished.

51.5 After the occurrence of the IPO, BCCL shall have the right to Transfer, the BCCL shares, or a part therof, in any manner and to any person that it deems fit.

CALLS

Title of Article Article Number and contents Directors may make

calls

52.

(a) Subject to the provisions of Section 91 of the Act, the B o a r d o f D i r e c t o r s ma y f r o m t i me t o t i me b y a resolution passed at a meeting of a Board (and not by a circular resolution)make such calls as it thinks fit upon the Members in respect of all moneys unpaid on the Shares or by way of premium, held by them respectively and not by conditions of allotment thereof made payable at fixed time and each Member shall pay the amount of every call so made on him to person or persons and at the times and places appointed by the Board of Directors. A call may be made payable by installments. A call may be postponed or revoked as the Board may determine. No call shall be made payable within less than one month from the date fixed for the payment of the last preceding call.

(b) The joint holders of a Share shall be jointly and severally liable to pay all calls in respect thereof.

Title of Article Article Number and contents Notice of call when to

be given

53.

Not less than fourteen days notice in writing of any call shall be given by the Company specifying the time and place of payment and the person or persons to whom such call shall be paid.

Call deemed to have been made

54.

A call shall be deemed to have been made at the time when the resolution authorising such call was passed at a meeting of the Board of Directors and may be made payable by the Members of such date or at the discretion of the Directors on such subsequent date as shall be fixed by the Board of Directors.

Directors may extend time

55.

The Board of Directors may, from time to time at its discretion, extend the time fixed for the payment of any call and may extended such time to call or any of the Members, the Board of Directors may deem fairly entitled to such extension but no Member shall be entitled to such extension as of right except as a matter of grace and favour. Amount payable at

fixed time or by installments to be treated as calls

56.

If by the terms of issue of any Share or otherwise any amount is made payable at any fixed time or by installments at fixed time (whether on account of the amount of the Share or by way of premium) every such amount or installment shall be payable as if it were a

call duly made by the Directors and of which due notice has been given and all the provisions herein contained in respect of calls shall apply to such amount or installment accordingly.

When interest on call or installment payable

57.

If the sum payable in respect of any call or installment is not paid on or before the day appointed for the payment thereof, the holder for the time being or allottee of the Share in respect of which the call shall have been made or the installment shall be due, shall pay interest on the same at such rate not exceeding eighteen percent per annum as Directors shall fix from the day appointed for the payment thereof upto the time of actual payment but the Directors may waive payment of such interest wholly or in part.

Evidence in action by Company against share holder

58.

On the trial of hearing of any action or suit brought by the Company against any Member or his Legal Representatives for the recovery of any money claimed to be due to the Company in respect of his Shares, it shall be sufficient to prove that the name of the Member in respect of whose Shares the money is sought to be recovered is entered on the Register of Members as the holder or as one of the holders at or subsequent to the date at which the money sought to be recovered is alleged to have become due on the Shares in respect of which the money is sought to be recovered, that the resolution making the call is duly recorded in the minute book and the notice of such call was duly given to the Member or his legal representatives sued in pursuance of these Articles and it shall not be necessary to prove the appointment of Directors who made such call, nor that a quorum of Directors was present at the Board meeting at which any call was made nor that the meeting at which any call was made was duly convened or constituted nor any other matter whatsoever but the proof of the matters aforesaid shall be conclusive evidence of the debt.

Payment in anticipation of calls may carry interest

59.

(a)The Directors may, if they think fit, subject to the provisions of Section 92 of the Act,