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Amendment agreement to Shareholders Agreement











Dated as of 1 September 2004











Imation Corp.

(Imation)




Moser Baer India Ltd.

(MBI)




Global Data Media FZ-LLC

(the Company)




MBI International FZ-LLC

(International)





MBII India Marketing Pvt. Ltd.

(MB3I)





 









 








	 	 	 	 	 
	Contents
	 	 	 	 
	 
	 	 	 	 
	1. Definitions and interpretation

	 	 	4	 
	 
	 	 	 	 
	2. Amendment to Shareholders Agreement

	 	 	4	 
	 
	 	 	 	 
	3. Effective Date

	 	 	4	 
	 
	 	 	 	 
	4. Boilerplate clauses

	 	 	4	 







2









 








Amendment
Agreement




Dated as of 1 September 2004 (the Agreement)




Between





	(1)	 	Imation Corp. (Imation) a company incorporated in the State of Delaware, USA having
its principal office at Imation Place, Oakdale, Minnesota, USA;






	(2)	 	Moser Baer India Ltd. (MBI) a company incorporated in India with registered number
15431 having its registered office at 43A, Okhla Industrial Estate, Phase-III, New
Delhi — 110020, India;






	(3)	 	Global Data Media FZ-LLC (the Company) a free zone limited liability company
incorporated in the Dubai Internet City under licence number 19599 and having its registered
office at Office No. 119/120, Building 14, First Floor, Dubai Internet City, Dubai, United
Arab Emirates;






	(4)	 	MBI International FZ-LLC (International) a free zone limited liability company
incorporated in the Dubai Internet City under licence number 19612 and having its registered
office at Office No. 119/120, Building 14, First Floor, Dubai Internet City, Dubai, United
Arab Emirates; and






	(5)	 	MBII India Marketing Pvt. Ltd. (MB3I) a company incorporated in India having its
registered office at 43B Okhla Industrial Estate, Phase-III, New Delhi — 110020, India.




Imation, MBI, the Company, International and MB3I are collectively referred to as the Parties and
individually each as a Party.




Recitals





	A	 	Imation, MBI, the Company and International entered into a
Shareholders Agreement dated 25 February 2003 regulating the
relationship of Imation and MBI as shareholders in, and the
management of, the Company and its subsidiaries (the Shareholders
Agreement) and pursuant thereto in terms thereof Glyphics Media,
Inc. (Glyphics) and MB3I became parties to the Shareholders
Agreement by executing a deed of adherence agreeing to be bound by
the terms thereof.
	 
	B	 	The Parties have agreed to amend the Shareholders Agreement on
the terms of this Agreement with effect on and from 1 September
2004.






It is agreed







3









 









	1	 	Definitions and interpretation
	 
	1.1	 	Definitions






     Capitalized terms used but not defined herein shall have the meaning ascribed to such terms
in the respective agreement to which the amendment relates.




	1.2	 	Interpretation






In this Agreement:




headings are for ease of reference only and shall not be taken into account in construing
this Agreement;




references to this Agreement or any other document shall be construed as references to this
Agreement or that other document, as amended, varied, novated, supplemented or
replaced from time to time; and




unless otherwise stated, references to any recital, Clause, paragraph or Schedule are to
those contained in this Agreement and all Schedules to this Agreement are an integral
part of this Agreement.




	2   	  	Amendment to Shareholders Agreement






	2.1	 	Recital C






     The Parties agree to amend Recital C to the Shareholders Agreement to delete the words
“(excluding in India)” from the second line.




	2.2	 	Clause 1.1 — definition of Territory






     The Parties agree to amend the definition of Territory in Clause 1.1 of the Shareholders
Agreement to delete the words “excluding the Republic of India”.




	2.3	 	No other amendments






     Save as amended by this Clause 2, the Parties agree that the Shareholders Agreement shall
continue in full force and effect in accordance with its terms.




	3   	  	Effective Date






     The Parties agree that the effective date of this Agreement is 1 September 2004.




	4	 	Boilerplate clauses
	 
	4.1	 	Applicability of Shareholders Agreement






     Clauses
10, 14, 15, 16 and 17 of the Shareholders Agreement shall apply to
this Agreement mutatis mutandis.




4









 





Signed by the Parties or their duly authorised representatives with effect on and from 1 September
2004.





	 	 	 	 	 
	Signed by

duly authorized for and

on behalf of

Imation


	 	)

)

)

)
	 	/s/ Paul R. Zeller
	 

	 	 	 	 
	 
	 	 	 	 
	Signed by

duly authorized for and

on behalf of

MBI


	 	)

)

)

)
	 	/s/ Ratul Puri
	 

	 	 	 	 
	 
	 	 	 	 
	Signed by

duly authorized for and

on behalf of

The Company


	 	)

)

)

)
	 	/s/ Joseph V. Gote
	 

	 	 	 	 
	 
	 	 	 	 
	Signed by

duly authorized for and

on behalf of

International


	 	)

)

)

)
	 	/s/ Thomas W. Foyer
	 

	 	 	 	 
	 
	 	 	 	 
	Signed by

duly authorized for and

on behalf of

MB3I


	 	)

)

)

)
	 	/s/ Rakesh Govil
	 

	 	 	 	 







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