DEED OF INDEMNITY

This Deed of Indemnity is made and executed on 05-12-2009 at Bangalore by and

between:

Mr.VENUGOPAL V N S/o Mr.NARASIMHA MURTHY V aged about 22 years

residing at,

#60;VIJAYALAKSHMI NILAYA,SHIVANANJAPPA LAYOUT,MANDYA-

571401

(hereinafter referred to as the “Employee”).

And

Mr. NARASIMHA MURTHY V aged about 57 years residing at,

#60;VIJAYALAKSHMI NILAYA,SHIVANANJAPPA LAYOUT,MANDYA-

571401

(hereinafter referred to as the “Indemnifier”).

And

M/s iGATE Global Solutions Limited, a company incorporated under the

Companies Act, 1956

 with its register ed office at 158-162P & 165P-170P, EPIP II Phase, Whitefield,

Bangalore

560066, (hereinafter referred to as the “Company” which expression shall unless

excluded

by or repugnant to the context, be deemed to mean and include its successors-in-

interest and assigns);

The Employee, the Indemnifier and the Company are also referred to as the “Party”

in the singular

and as the “Parties” in the collective.

WHEREAS:

A. The Company is an entity engaged in the business of providing

Information Technology,

Software development and other related activities and for the purpose of

attaining its

objects, the Company requires Employee to be employed to further the

business of the

Company.

B. The Employee has been offered employment with the Company vide an

Offer Letter dated

 21-10-2008(the “Offer Letter”) issued by the Company to the Employee

and the

Employee agrees to be bound by the terms and conditions appended to the Offer

Letter;

C. The Company will be investing considerable sums of money in training and

enhancing the

skill sets of the Employee;

D. In consideration of the training and enhancement of skill sets that the

Employee will receive

from the Company, the Employee agrees to serve in the employment of the

Company for a

minimum period of Twenty Four (24) months (the “Minimum Term”)

from the date of

the employee reporting for work with the Company, i.e., 07-12-2009.

E. In the light of the loss that the Company will suffer if the Employee does

not serve the

Minimum Term, the Company has requested the Employee to secure third

party who shall

indemnify the Company against any loss suffered by the Company, if the

Employee (i) fails

to complete the Minimum Term; and/or (ii) fails to perform its obligations
 under the Offer

Letter;

F. Accordingly, the Employee has proposed that the Indemnifier shall indemnify

the Company

for all loss caused to the Company if the Employee (i) fails to complete the

Minimum Term;

and/or (ii) fails to perform the obligations under the Offer Letter; and

G. The Indemnifier has been provided a copy of the Offer Letter and has read and

understood

the terms and conditions appended thereto. Accordingly, the Indemnifier

agrees to

indemnify the Company in accordance with the terms and conditions of this

Deed.

NOW THEREFORE in consideration of the foregoing and the respective

representations,

warranties, covenants and agreements set forth herein, and other good and
valuable consideration,

the receipt, adequacy and legal sufficiency of which are hereby acknowledged,

the Parties hereby

agree as follows:

1. The Employee agrees to discharge his/her duties as per the directions of the

Company from

time to time and perform his/her employment obligations in accordance with

the terms and

Conditions appended to the Offer Letter.

2. The Parties agree that that the Indemnifier shall indemnify the Company for all loss

suffered by

the Company, if the Employee (i) fails to complete the Minimum Term;

and/or (ii) fails to

Perform his/her obligations under the Offer Letter.

The Parties agree that the Company would incur substantial expenditure towards

enhancing the skill

sets of the Employee, including expenditure relating to (i) the training; (ii)

travel; (iii)

accommodation; and (iv) other incidental expenses. Accordingly, if the Employee (i)

fails to

complete the Minimum Term; and /or (ii) fails to perform his/her obligations

under the Offer

 Letter, the Indemnifier shall pay the Company a sum limited to Rs. 2, 00,000/-

(Rupees Two Lakh

Only) as liquidated damages suffered by the Company thereof. The Parties agree that

the quantum of

liquidated damages has been reasonably ascertained by the Company.

3. The Indemnifier hereby covenants as follows:

(a) That it shall, without demur, pay the Company a sum of Rs. 2, 00,000/-

(Rupees Two Lakh

only) as liquidated damages, from the Company issuing a written notice to

the Indemnifier

Stating that the Employee has (i) failed to complete the Minimum Term; and/or

(ii) failed to

Perform his/her obligations under the Offer Letter; and

(b) That in the event the Employee (i) fails to complete the Minimum Term; and/or (ii)

fails to

Perform his/her obligations under the Offer Letter; the Company enjoys the right to

recover

The sum of Rs. 2, 00,000/- (Rupees Two Lakh only) payable as liquidated

damages by either
 proceeding against either the Indemnifier or the Employee or proceeding against

both the

Indemnifier and the Employee simultaneously.

4. The Parties agree that this Deed shall be valid and in force during the

Minimum Term.

The Parties further agree that this Deed shall continue to be valid and in

force even if the

employment of the Employee is terminated by the Company during the Minimum

Term for the

Reason mentioned in Clause 2(ii) above, i.e.; fails to perform his/her obligations

under the Offer

Letter.

5. The Parties agree that (i) the failure to enforce any right against the Employee

by the

Company or (ii) any compromise made by the Company with the Employee for any

violation of the

terms of any condition in the Offer Letter shall not constitute a waiver of the rights

that the Company

Enjoys against the Indemnifier under this Deed.

The Parties agree that all notices under this Deed shall be sent by a Party to

the other Parties

 by acknowledgement receipt registered post and contemporaneous courier

transmission.

6. That the courts in Bangalore shall have exclusive jurisdiction to resolve any disputes

between the

Parties that arise out of this Deed of Indemnity.

IN WITNESS WHEREOF, the Parties hereto have caused this Deed to be

executed as of the

Date Written below by their own hand and seal or by their duly authorized

representatives.
 4

Employee Witness:

Signature: Signature:

Name: VENUGOPAL VN Name: JAGADEESH K

Title: SOFTWARE ENGINEER IN GRADE M1 Date: 05-12-2009

Date: 05-12-2009 Address: # 60;VIJAYALAKSHMI NILAYA(UPSTAIRS),

SHIVANANJAPPA LAYOUT,

MANDYA-571401

Indemnifier Witness:

Signature: Signature:

Name: NARASIMHA MURTHY V Name: SRIDHAR K

Title: FATHER OF VENUGOPAL VN Date: 05-12-2009

Date: 05-12-2009 Address: 4027, 12TH CROSS,

GANDHINAGAR

MANDYA-571401

iGATE Global Solutions Limited Witness:

Signature: Signature:

Name: Srinivas Rao Kandula Name: C.SREENIVAS PILLAI

Title: Global Head – Human Resources Date: 05-12-2009

Date: Address: 4-1689, DURGANAGAR COLONY

GREEMSPET,

CHITTOOR-517002