CONTENT DEVELOPMENT AND SHARING AGREEMENT

THIS CONTENT DEVELOPMENT AND SHARING AGREEMENT (the "Agreement") is made at New Delhi on
12hday of March,2018 (“Execution Date”) BETWEEN:

A. STUDYIQ EDUCATION PRIVATE LIMITED, a private company incorporated under the (Indian)
Companies Act, 2013 bearing CIN U80902DL2017PTC315056 and having its registered office at A-10,
3rd Floor, Lajpat Nagar 2, New Delhi – 110024, India (hereinafter referred to as “Study IQ”, which
expression shall, unless repugnant to the meaning or context thereof, be deemed to include its holding,
subsidiary, group companies and affiliates and assigns) of the ONE PART;

AND

B. SOURABH KUMAR, S/O HIRA LAL ADULT Indian Inhabitants, residing at F-79, sector 20, Noida, UP -
201301 (hereinafter referred to as “Educators” which expression shall, unless it be repugnant to the
context or meaning thereof, means and includes their heirs, executors, administrators, assigns) of the
OTHER PART.

Study IQ and Educator (hereinafter referred to as “Parties”) agree as follows:

1. For this Agreement,

“Applicable Law(s)” shall mean any statute, law, regulation, ordinance, rule, judgment, notification, rule
of common law, Order, decree, bye-law, government approval, directive, guideline, requirement or other
governmental restriction, or any similar form of decision of, or determination by, or any interpretation,
policy or administration, having the force of law of any of the foregoing, by any authority having jurisdiction
over the matter in question, whether in effect as of the date of this Agreement or thereafter;

"Confidential Information" includes: (i) the terms of this Agreement (including any Schedules,
Annexure/s); (ii) Study IQ’s Content; (iii) oral and written information designated by Study IQ as
confidential prior to Educator’s obtaining access thereto; and any data, material, business and employee
information, papers, records, files, correspondence and communication sent, exchanged or disclosed by
one Party to the other in the course of the Services and not generally known by or disclosed to the public.
Confidential Information shall not include information that is: (a) already known to or otherwise in the
possession of a Party at the time of receipt from the other Party and that was not known or received as
the result of violation of any obligation of confidentiality; (b) publicly available or otherwise in the public
domain prior to disclosure by a Party; (c) rightfully obtained by a Party from any third party having a right
to disclose such information without restriction and without breach of any confidentiality obligation by such
third party; or (d) developed by a Party independent of any disclosure hereunder, as evidenced by written
records. The onus of proving that information is not Confidential Information shall lie on the Party receiving
the Confidential Information and a notice to this effect shall be given to the disclosing Party immediately
on receipt of any such information.

“Educators’ Content” shall mean the video and any ancillary materials provided/to be provided
exclusively by the Educators to Study IQ, under the terms of this Agreement and with respect to the scope
of Services agreed under Annexure 1 hereto, or otherwise and in compliance with the technical
specifications, as may be agreed to between the Parties. Educators hereby acknowledge that the usage
of Educators’ Content by Study IQ is subject to the discretion of Study IQ. Study IQ shall have the right to
have the Educators’ content reviewed and approved by independent body/ies appointed by Study IQ. The
Educators’ Content may be subject to modifications at the discretion of Study IQ subject to the consent of
the Educator. However, such modifications shall not affect the nature of such Educators’ Content.

“Intellectual Property” or “IPR” shall mean all copyrights (including the exclusive right to reproduce,
distribute copies of, display and perform the copyrighted work and to prepare derivative works only related
to Pen Drive and Tablet Course for Mechanical), copyright registrations and applications, trademark rights
(including, without limitation, registrations and applications), patent rights (whether registered or
unregistered), trade names or business names, registered and unregistered design rights, mask-work
rights, trade secrets, moral rights, Educator’s rights, rights in packaging, goodwill and other intellectual
property rights, and all renewals and extension thereof and all rights or forms of protection of a similar
nature or having an equivalent or similar effect to any of the above, which may subsist anywhere in the

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 world with respect to all content created for the purpose of this Agreement, regardless of whether any of
such rights arise under the laws of India or any other state, country or jurisdiction.

2. This Agreement shall be valid from the Execution Date, till such time as this Agreement is terminated, in
accordance with terms (herein after “Term”).

3. Educators hereby authorizes STUDY IQ to use Educators’ content to be used as per requirement and STUDY
IQ may use the Educators’ content to disseminate the same through any other media, online or offline.

4. In the event of any payment under the terms of this Agreement with respect to any Educators’ Content, such
payment shall be subject to Applicable Laws of taxation, including but not limited to any TDS (Tax Deducted
at Source) deductions and/or any Goods and Services Tax, as applicable. All payments made under this
Agreement shall be inclusive of applicable taxes. Each Party shall be responsible for its own taxation
obligations under Applicable Law.

5. Educator represents and warrants, the following in perpetuity w.r.t the Educators’ Content:
a. provided to Study IQ under this Agreement is not in violation of any Applicable Laws and does not infringe
upon the IPR of any third party, living or dead.
b. is owned by the Educators, or to the extent owned by someone else, that the Educators has obtained that
party's express permission to transfer the IPR in such Educators Content to Study IQ for use as stated
under this Agreement;
c. does not invade any individual's right of privacy or publicity;
d. shall be original, error free and self- created.
e. shall not be inaccurate, misleading, defaming, and deceptive or contain any matter which Educators do
not have authority, power and right to use or provide for exploitation hereunder.
f. does not contain material that is unlawful, obscene, defamatory, pornographic, indecent, lewd, harassing,
threatening, harmful, abusive, inflammatory or otherwise objectionable;
g. does not include malicious code, or any such components or any other computer programming routines
that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, data, or
personal information;
h. has not heretofore been uploaded in any other media or electronic mode; that they are the owner of all
the rights granted to Study IQ; and that said rights are not subject to any proper agreement, lien, or other
claim or rights which may interfere with the rights herein granted; that the Educators’ Content is original
and not in the public domain; that it contains no libelous, obscene, or other unlawful matter;
i. is free from any prevailing, threatened or anticipated dispute, action, suit or controversy and Educators
shall inform Study IQ of any perceived claims, disputes or controversy that may restrict the usage, or
exploitation of Educators’ Content by Study IQ or its customers or its members at any time during the
subsistence of this Agreement and thereafter.

6. If at any time, Study IQ deems the creation of a new edition or revision of the Educators’ Content desirable,
it shall notify the Educator, by way of a written communication by post or email or by way of an oral
communication by phone call. If the Educators are able and wishes to undertake the preparation of such a
new edition, or revision they shall so inform Study IQ in writing within thirty (30) days of receipt of said notice.
Such new edition or revision, if undertaken by the Educators, shall contain such material as Study IQ and the
Educators agree to be appropriate thereto, and the date of delivery of the revised content thereof shall also
be established by mutual written agreement. Only in the event the Educators are not able or do not wish to
undertake the preparation of a new edition, or revision of the relevant Educators’ Content, without any rhyme
or reason, Study IQ reserves the right to update or revise such Educators Content in such manner as deemed
fit in the sole discretion of Study IQ. The Educators hereby agrees and undertakes to take all such steps to
ensure that Study IQ shall have the right to revise and/or update the Educators’ Content as per their
requirements subject to the consent of the Educator.

7. The Educator agrees that during the subsistence of this Agreement, Educator will not prepare or cause to be
prepared in Educators’ name or otherwise, any work that shall interfere with or injure the sale or distribution
of the Educators’ Content herein specified. It is further agreed that this arrangement shall be exclusive with
Study IQ and during the subsistence of the Agreement, the Educators shall not undertake any services or
engage with any entity, directly or indirectly, with respect to services like Services rendered hereunder i.e.
ENGLISH Course presently provided to Study IQ.

8. All Confidential Information provided by Study IQ (“Disclosing Party”) to the Educators (“Receiving Party”)
under the terms of this Agreement shall be subjected to the highest standard of confidentiality and will only
be used for performance of the Services under the terms of this Agreement and that the Disclosing Party shall

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 remain the exclusive owner of its Confidential Information and of IPR contained therein. No license or
conveyance of any such rights to the Receiving Party is granted or implied under this Agreement. Receiving
Party acknowledges and agrees that all Confidential Information constitutes valuable, special and unique
assets of the business of the Disclosing Party. Accordingly, the Receiving Party agrees that, in the event of
any breach of the confidentiality obligations under this Agreement, in addition to any other remedies at law or
in equity, the Disclosing Party shall be entitled to equitable relief, including injunctive relief and specific
performance.

9. The Receiving Party shall –

a. use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations
under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly,
deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity
or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing
Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do
so by the Disclosing Party;
b. use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional
advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential
Information. In no event, shall such efforts be less than the degree of care and discretion as the Receiving
Party exercises in protecting its own valuable confidential information. Any contractors engaged by or
prospective contractors to be engaged by the Receiving Party about the performance of the Services shall
be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving
Party has assumed in this Agreement with respect to the Confidential Information;
c. not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the
Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors,
officers, agents, servants, employees, professional advisors, contractors or prospective contractors who
need to know the Confidential Information for the purposes set forth herein;
d. not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or
any part thereof without the prior written consent of the Disclosing Party, except where required for its
own internal use in accordance with this Agreement; and
e. promptly upon the request of the Disclosing Party, return and confirm in writing the return of all originals,
copies, reproductions and summaries of Confidential Information or, at the option of the Disclosing Party,
destroy and confirm in writing the destruction of the Confidential Information;

10. In no event shall Study IQ or any of its officers, employees, directors, affiliates, agents or third-party licensors
and content providers be liable to the Educators or anyone else for any special, consequential, indirect, cover,
punitive, incidental or similar damages (including, without limitation, loss of profits, loss of sales, or loss of
business) directly or indirectly related to or arising out of use of Study IQ’s Platform, content therein, or any
transaction entered hereunder, whether in contract, tort or otherwise, even if Study IQ or one of its officers,
employees, affiliates or agents has been advised of the possibility of such damages.

11. Study IQ shall have the right to use, and to license others to use, the Educators’ name, image, likeness and
biographical material for advertising, promotion, and other exploitation of the Educators’ Content and the
other rights granted under this Agreement, subject to tri-partite agreement.

12. Study IQ shall have the right to determine the time, place, method and manner of advertising, promotion and
other exploitation of the Educator’s Content and provided that for any exploitation requiring the Educators’
presence the Educators’ approval, which shall not be unreasonably withheld, shall be obtained.

13. The Educators shall not, without the prior written consent of Study IQ (the granting of which shall be at the
sole discretion of Study IQ) advertise, publicly announce or provide to any other person, information relating
to the existence of this Agreement or details of this Agreement or use Study IQ’s name in any format for any
promotion, publicity, marketing or advertising purpose whatsoever.

14. This Agreement shall be valid and in force till terminated by either Party as provided herein. It is clarified that
the Educators’ Content provided hereby is provided exclusively for Study IQ.

15. In the event of any dispute, Claim or controversy arising under, or in relation to, this Agreement, such dispute
shall be resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996. The dispute
shall be settled by a sole arbitrator to be appointed mutually by the parties to the dispute. If the parties are
unable to appoint a sole arbitrator by way of mutual consent, then such arbitrator shall be appointed pursuant
to the provisions of Section 11 of the Arbitration and Conciliation Act, 1996. The seat of arbitration shall be
Delhi/Jabalpur, India and the arbitration proceedings shall be governed by the provisions of the Arbitration
and Conciliation Act, 1996, as amended from time to time. All arbitration proceedings shall be conducted in

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 English. The arbitration award shall be final and binding on the Parties and shall be enforceable in any
competent court of law, and the Parties agree to be bound thereby and to act accordingly.

16. Subject to the above Clause 17, this Agreement shall be subject to the laws of India under jurisdiction of the
courts of New Delhi, India.

17. Subject to the provisions of, and limitations contained in, this Agreement, Educators shall indemnify, hold
harmless and defend Study IQ and its respective directors, officers and employees from and against any
claim, loss (including reasonable legal costs and expenses), liability, harm, injury, damage, incurred or
suffered by any of the aforementioned indemnified persons arising out of or in connection with this Agreement
or the Educators’ Content, or arising out of non-compliance with any Applicable Law and rules or regulations
related to Educator’s obligations under this Agreement or arising from any suit, action or proceeding by any
third party against any of the indemnified persons, as a result of or in consequence of any act or omission of
whatsoever nature of Educators, including without prejudice to the generality of the foregoing, any complaint
or loss or damage or claim for compensation arising out of the infringement of third party IPR or for providing
incorrect or misleading content or for breach of the obligations by Educator, whether or not such act or the
omission or accident or loss or damage was due to any negligence, want of care or any misconduct of
Educator.

18. The relationship between Parties shall be on principal to principal basis, and nothing in this Agreement makes
either Party the agent or legal representative of the other Party for any purpose.

19. No addition to or change in the terms of this Agreement will be effective or binding on either of the Parties
unless reduced to writing and executed by the respective duly authorized representative of each of the
Parties.

20. This Agreement may be executed in two (2) counterparts, each of which when executed and delivered shall
constitute an original of this Agreement but shall together constitute one and only the Agreement.

IN WITNESS, WHEREOF, EACH OF THE PARTIES HAS CAUSED THIS AGREEMENT TO BE EXECUTED
BY ITS DULY AUTHORIZED REPRESENTATIVES AS OF THE DATE FIRST WRITTEN ABOVE.

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SIGNED AND DELIVERED SIGNED AND DELIVERED

by the within named party by the within named party

STUDYIQ EDUCATION PRIVATE LIMITED EDUCATORS

Through its Authorized Signatory

[Mr. Abhishek Jain] [Mr. SOURABH KUMAR]

Witnesses

1.

2.

ANNEXURE 1
SCOPE OF SERVICES

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The above agreement has been entered on the following terms of services:
1. That the educators shall prepare complete videos for UGC NET/TGT/PGT/ALL State Govt Exams
ENGLISH as agreed and as per requirements of STUDY IQ.
2. As full compensation for the services rendered pursuant to this agreement STUDY IQ shall pay total
payment of 1,50,000 INR, and shall not exceed without prior written approval by an Authorized Signatory.
3. STUDY IQ videos (also referred as EDUCATORS’ CONTENT) are meant for sale and STUDY IQ has all
the rights to use EDUCATORS’ content as per requirements in STUDY IQ.
4. Educator agrees not to disclose any information to any third party without the prior consent of STUDYIQ.
5. Educator shall not prepare the same Content for any other online platform.

STUDYIQ EDUCATION PRIVATE LIMITED EDUCATORS

Through its Authorized Signatory

[Mr. Abhishek Jain] [Mr. Sourabh Kumar]