Deed Of Indemnity

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, MANDYA571401(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