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.MNARASIMHAMMURTHYMV aged aboutM57MyearsMresidingMat,

#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 registered 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.
Employee Witness:

Signature: Signature:

Name: VENUGOPAL V N Name:C SREENIVAS PILLAI

Title: SOFTWARE ENGINEER Date: 05-12-2009

IN GRADE M1

Date: 05-12-2009 Address:4-1689,

DURGANAGARNCOLONY,

GREEMSPET,

CHITTOOR-517002

Indemnifier Witness:

Signature: Signature:

Name: NARASIMHA MURTHY V Name: SRIDHAR K

Title: FATHER OF VENUGOPAL V N 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: JAGADEESH K

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

Date: Address:#60VIJAYALAKSHMI NILAYA,

SHIVANANJAPPA LAYOUT

MANDYA-571401