ASSIGNMENT DEED

(Audio, Audio Visual Song and Mobile & Digital Content)

THIS ASSIGNMENT DEED (hereinafter referred to as the ‘Deed / Agreement’) is made at ________ on this __ day of July, 2018, (hereinafter referred to as the “Effective

Date”)

BY AND BETWEEN:

IN10 MEDIA PRIVATE LIMITED (Formally known as Epic Television Networks Private Limited), a company incorporated under the provisions of the Companies Act, 1956/2013,

having its registered office at Ground Floor, Techweb-Center, New Link Road, Oshiwara, Jogeshwari (W) Mumbai - 400102, Maharashtra, India and having its current address

at Ground Floor, Building 93, Sector 32, Gurugram, Haryana 122001 (hereinafter referred to as “Company” which expression shall, unless inconsistent with the context or

meaning thereof, be deemed to mean and include its parent, subsidiaries, nominees, successors, assigns, employees, sponsors, directors, officers, representatives,

subsidiaries, fulfilment agencies and consultants and advisors) of the ONE PART;

AND

Muhfaad S/o Shri. Santram, an adult, Indian inhabitant, Resident of DA-19E, Hari Nagar, New Delhi - 110064, having PAN NO.___________________ hereinafter referred to as

“the Producer”, (which expression shall in the case of a corporation, unless it be repugnant to the meaning and context thereof be deemed to mean and include its successors

and permitted assigns and in the case of a firm the partners or partner of the firm, their heirs, executors or administrators of the last servicing partner and their or his

permitted assigns and in the case of an individual his heirs, administrators, executors and permitted assigns) of the Other Part.

The ‘Company’ and the ‘Producer’ shall hereinafter be collectively referred to as ‘Parties’ and individually as a ‘Party’, unless the context requires otherwise.

WHEREAS the Producer hereby warrant and assure the Company that they are free from any and all encumbrances and are the sole authors and absolute owners, of the

copyrights of the Literary, Dramatic, Musical and Artistic works, Sound Recordings / Records and Cinematographic work a.k.a Audio Visual Song and any underlying works

thereto (hereinafter referred to as the “Said Works”) embodied in the Song entitled “TOOFANI MANZAR” as detailed hereunder Annexure – A (hereinafter referred to as the

“Song”).

AND WHEREAS the Producer are desirous of and have agreed to transfer and assign the copyrights in respect of the Said Works as, hereinafter mentioned in the Song,

exclusively to the Company for the Territories of entire universe including but not limited to India (hereinafter referred to as the ‘ Territory’) for the full term of copyright as

defined under The Indian Copyright Act, 1957 (hereinafter referred to as the ‘Term’) at and for a valuable consideration and on the terms and conditions hereinafter

appearing.

NOW THIS DEED OF ASSIGNMENT WITNESSETH and is hereby agreed by and between the Parties hereto as follows:

1. DEFINITIONS

For the purposes of this Deed, the following expressions i.e.

(a) “Adaptation”, “Author”, “Broadcast”, “Cinematograph film”, “Communication to the public”, “Composer”, “Artistic Work”, “Literary Work”, “Dramatic Work”,

“Musical Work”, “Producer”, “Performance”, “Plate”, “Performer” “Sound Recording” and “Work” shall have the meanings assigned to them by the provisions

of the Copyright Act, 1957, (hereinafter referred to as the ‘Act’) as amended from time to time, unless otherwise specified herein.

(b) “Audio Visual Song” shall mean a recording of sounds accompanied by visual images comprising a song, whether including lyrics or not, from which recording

such sounds or visual images may be produced or reproduced regardless of the medium on which such recording is made or the method by which the sounds or

visual images are produced or re-reproduced and shall include any disc, tape, perforated roll and any other media now containing sounds and/or part of visual

images.

(c) “Mobile and Digital Content” shall mean the content / format now known or invented later
including but not restricted to themes, wallpapers, stills, images, screensavers, animated or
otherwise, games, interactive content, trailers, text, Audio Visual Song or its derivatives,
with or without sound, audio clips from Sound Recordings, audio-video messaging, or
Ringtones created, developed or inspired from or based on the Sound Recordings, full length
soundtrack including any literary, dramatic, musical or artistic works, or Audio-Visual Song,
capable of playback or execution on Mobile and Digital Devices.
(d) “Ringtones” shall mean ringtone adaptations of Sound Recordings and its underlying works in monophonic, polyphonic and all other formats, now known or

available and hereafter developed or invented for bearing or emitting sounds, including but not restricted to monotones, polytones, MP3 tones, true-tones,

sing-tones, Ring Back Tones, hybrid tones, animated tones, video tones and SMS tones.

(e) “Ring Back Tones” shall mean an audio clip of a sound recording created, developed or inspired from a sound recording digitally encoded for use solely as the

“caller back” audio file that resides on a content dealer’s server, and is heard by the calling party on dialing the end user’s telephone number.

(f) “Mobile and Digital Devices” shall mean all devices which have telephony capability, either in-built or by in conjunction with any device or software which

allows it to have a telephony usage, accessed by wires or wireless which includes but is not restricted to GSM, CDMA, WiFi, WiMax or any other protocol or

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 format, either existing or invented in future. It shall also include devices like Personal Computers, any device capable of executing binary code and devices which

are exclusively gaming consoles like Xbox, Sega, and Nintendo etc.

(h) “Medium” and “Mode” shall include all mediums and modes referred to in this Agreement or in existence at the time of execution of this agreement but shall

not include any specific devices or equipment or formats utilizing or functioning through or with the assistance of such mediums and modes.

(i) “Publishing Royalties” shall mean royalties which are attributable to literary works and musical works. Publishing Royalties are split in the ratio of 50:50

between the publisher on one hand and authors of literary and musical works equally on the other. Publishing Royalties are separate and distinct from royalties

payable for master rights in sound recordings and cinematograph films.

(j) “The Work” shall mean the sound recordings and Audio Visual of the Song along with the underlying literary and musical works embodied therein.

2. ASSIGNMENT:

2.1 In consideration of the sum hereinafter paid / or agreed to be paid, the Producer as beneficial owners hereby transfer and assign wholly and without any

limitation all the Copyright including all Performing Rights, Neighbouring and Mechanical Rights of all the Literary, Dramatic and Musical Works as well as that of

Sound Recordings and Audio Visual Song of the Song in all respect in favour of Company for the Territory and for the Term herein with exclusive rights inter-alia

to do or authorise the doing of any of the following acts in respect of the above said works or substantial part thereof namely:

(a) In the case of a Literary, Dramatic or Musical work,-

To reproduce the work in any material form including the storing of it in any medium by electronic means; to issue copies of the work to the

public; to perform the work in public or communicate it to the public; to broadcast, to make any cinematograph film or sound recording in respect

of the work; to synchronize the works in any form; to make or authorize the making of any translation and any adaptation or version (s) of the

work or Mobile and Digital Content in relation to the work, and to do in relation to a translation or an adaptation of the work or version (s) of the

work or Mobile and Digital Content, any of the acts specified in relation to the work as stated above.

(b) In the case of an Artistic Work,-

To reproduce the work in any material form including depiction in three dimensions of a two dimensional work or in two dimensions of a three

dimensional work; to communicate the work and to issue copies of the work to the public; to include the work in any cinematograph film; to make

any adaptation of the work or any Mobile and Digital Content in relation to the work, and to do in relation to an adaptation of the work or to such

Mobile and Digital Content any of the acts specified in relation to the works as stated above together with any other work.

(c) In case of a Sound Recording,-

To make any other sound recordings or Mobile and Digital Content embodying it either alone or together with any other work; to sell or give on

hire, or offer for sale or hire, any copy of the sound recording or such Mobile and Digital Content regardless of whether such copy has been sold or

given on hire on earlier occasions; to communicate the sound recording or such Mobile and Digital Content to the public; to make any

cinematograph film in respect of the sound recording; to synchronize the sound recording in any form; to make or authorise the making of any

version of the sound recording or such Mobile and Digital Content including that of the musical, literary and dramatic works embodied in the

sound recording or Mobile and Digital Content, and to perform, broadcast, communicate and/or transmit them including through internet

broadband or through any other medium or device now known or hereafter invented.

(d) In case of Audio Visual Songs,-

To make copy of the Audio Visual Song on any present or future format including a photograph of any image forming part thereof; to sell or give

on hire or offer for sale or hire any copy of the Audio Visual Song; to communicate / transmit the Audio Visual Songs to the public including but

not limited to through internet, broadband, satellite, all kind of television, cable or through any other medium or device now known or hereafter

invented and / or to authorise others to do the aforesaid acts. The Producer agree to provide necessary software at their own expense for the

above purposes to the Company failing which the Company shall have the right to obtain the same from any available source.

2.2 It is hereby clarified only for the purpose of avoidance of doubt that the rights assigned to the Company in clause 2.1 hereof include (i) the exclusive right to

communicate to the public by all means including but not limited to broadcast on FM radio, All India Radio, Satellite radio and Internet radio for the Territory

and (ii) the exclusive right to perform any Literary, Dramatic or Musical Work in public.

2.3 The assignment made in clauses 2.1 and 2.2 hereof is for the Territory of the entire universe and the said rights in any work appurtenant to the Song will subsist

in favour of the Company exclusively for all languages including the rights to dub and subtitle and for perpetuity or for the full term of copyright, whichever is

more.
2.4.1 The Producer hereby declare, covenant and undertake that they will not deal in, encumber, grant licence, transfer, sell and/or assign any or all the rights

assigned under clauses 2.1 and 2.2 hereof and for this purpose shall not enter into any contract whatsoever with any other party. They further warrant and

represent that they have not entered into any arrangement, agreement or understanding with any third party that shall conflict with the terms of this

Agreement. However, the Producer understands that, should there be any conflicting agreement, then the terms of this Agreement shall prevail.

2.5 It is also agreed by the Producer that provisions of Section 19(4) of the Act shall have no application or effect on the terms of this Deed.

2.6 The Parties intend that in the mutual interest of the Parties and for more effective exploitation of the Rights, the means and modes of exploitation by the

Company shall be given the widest possible range. The exclusive rights granted to the Company under this Agreement shall extend to and include, but are not

limited to, the following modes and mediums of reproduction, performance, distribution and communication to the public of the Works which are in existence

or which the parties anticipate may come into existence in future:

Physical; mechanical; magnetic; analog; optical; electric; electronic; wireless; intranet or local wireless; wireless telephony within the meaning of the Indian

Telegraph Act; wireless broadcasting; terrestrial; satellite; cable; wired broadcast; landline telephony; mobile telephony and data services of any kind not

limited to 2G, 3G, 4G, BWA, LTE; internet telephony; cyber; internet; streaming; webcasting; simulcasting; downloading; uploading; P to P; internet telephony;

radio; television; biotechnological; nano-technological; nuclear; molecular

2.7 The Parties acknowledge that the terms “mode” and “medium” are not limited to any particular format or device, and that this assignment/license extends to

and includes the right to exploit the Works using all existing and future devices and formats employing the said modes and mediums and any other modes and

mediums in use at the time of execution of this Agreement.

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2.8 The Company shall have the exclusive right to receive and collect any and all royalties including Publishing Royalties within the Territory from the exploitation of

the Rights save and except that the Music Directors / Lyricists shall be entitled to collect only their share of Publishing Royalties from the applicable copyright

societies in overseas territories other than India & Pakistan in accordance with the terms of the agreements between the Producer and lyricists/music directors.

2.9 the Producer is aware and hereby acknowledge that new rights to the Said Works may come into being and/or be recognized in the future, under the law

and/or in equity (hereafter the "New Exploitation Rights"), and the Producer hereby grants, assigns, sell, convey and transfer to the Company and/or its

assignees any and all such New Exploitation Rights in and to the Works, in perpetuity and in all languages, in the territory of each country and area and space

throughout the universe. Producer is also aware and do hereby acknowledge that new (and/or changed) (1) technology, (2) uses, (3) media, (4) formats, (5)

modes of transmission and (6) methods of distribution, dissemination, exhibition or performance (hereafter the “New Exploitation Methods”) are being and will

inevitably continue to be developed in the future, which would offer new opportunities for exploiting the Works. The Producer hereby grant and convey to the

Company any and all rights to such New Exploitation Methods with respect to the Works, in perpetuity and in all languages, in the territory of each country and

area and space throughout the universe.

2.10 In the event the Producer is the Singer/Performer (for sake of brevity, hereinafter known as “Artist”) in the Said Works, notwithstanding the foregoing clauses

Artist hereby assigns his performing rights in the Said Works to the Company and agrees, confirms and covenants that he shall be bound by this Agreement to

make an appearance/performance at the discretion of the Company for any live/recorded shows (“Event”) for the Said Works for a period of 1 (one) year from

the signing of this Agreement or public release of the Said Works, whichever is later. In lieu of the foregoing, Company shall promote the Artist on its various

platforms and additionally may also compensate the Artist for such Events at its sole discretion. Artist boarding/lodging and travel expenses for such Events shall

be taken care by the Company. The details of the Said Works is more specifically mentioned in the Annexure A attached herewith.

3. WARRANTIES:

The Producer hereby represent and warrant in favour of the Company that:

(a) they are the sole Author (as defined in Section 17 of the Act) and composer of the Song and the Song is wholly new and original and nothing therein has

infringed or infringes the copyright or any other right of any third party, nor does the Song contain any defamatory, obscene or scandalous matter or is in any

other matter capable of hurting the religious or other feelings of any person;
(b) they own the exclusive, unencumbered and effective copyright in all the literary, dramatic, sound recording, cinematographic and musical works embodied in

the Song, including but not limited to the exclusive rights to perform the Said Works in public and communicate the aforesaid works to the public, by

assignment from the author thereof or otherwise, for the purposes of the assignment of such rights to the Company hereunder;

(c ) They have themselves the exclusive, unencumbered and effective rights in the Song for the whole universe which have been hereby assigned to the Company

and they further agree, declare, assure and confirm that they have not at any time prior to the execution of this deed of assignment assigned, granted or

entered into any agreement or contract with any person or party in connection with the said rights in the Song or any part thereof for the whole or any part of

the universe and hereby further declare, covenant and undertake that they will not deal in, sell, assign, transfer, encumber and / or grant licence, any or all the

rights assigned by virtue of this Deed and for this purpose shall not enter into any contract whatsoever with any other party;
(c) They have not created any charge, lien, mortgage or any other encumbrances on the rights assigned by this Deed in respect of the Song in favour of any

person(s) or Parties and there are no pending, threatened or imminent claims, actions or proceedings by any person(s) or parties in respect of the said rights,

and there are no imminent or threatened proceedings affecting the copyright of the Said Works or the title thereof or otherwise.

4. DELIVERY MATERIAL:

The Producer agree to and shall deliver the following material upon the execution of this Agreement and / or the Effective Date of this Agreement, whichever is

sooner.
(i) DAT/CD Master (Mixed) containing the Song perfectly edited.
(ii) Studio Master 24 Bit/ 96 kHz in both Stereo and 5.1 Surround.
(iii) DAT/CD Masters containing International Tracks / Music Tracks and unmixed tracks of the Song.

(iv) Complete details of the Song on the Letter Head.

(v) Artworks and Positives of Inlay Cards for Cassettes, CD’s and Posters duly approved by the Company.
(vi) Coloured Musical / Romantic photographs of Sizes 8 X 10 and 10 X 12

in addition to other sizes.

(vii) All Musical Works and at least O5 (FIVE) Audio. The visuals Song without Supers on Digibeta and also in High Resolution 1920*1080, 16*9

Anamorphic MOV format in 25 FPS on Hard Disc and in 24 FPS on SRW.

(vii) Interview of Producer, Singers, Music Directors and other Artists.

The Producer in addition to the above shall also deliver free of charge to the Company publicity material, photographs or other likenesses of the performers and

the authors whose works may have been incorporated in the Song and/or original sound recordings together with their respective biographical material and the

Company shall have the exclusive right to use any material for advertising, publicity, promotion and for any other matter concerned with the making,

distributing, marketing and sale of sound recordings / records and Mobile and Digital Content in relation to the Song. The Producer shall also deliver to the

Company, immediately after signing of this Deed, logos, trademarks, photographs, pictures, stylised lettering and designs relating to the Song or any of the

works embodied therein, as are required for incorporating them on the labels, covers, sleeves, inlay cards, jackets and catalogues of and for advertising the

sound recordings/records and Mobile and Digital Content relating to the Song. The Producer shall also deliver to the Company all the agreements entered into

with Music Directors, Singers, Performers and Lyric writers and other artistes along with original manuscripts at the time of delivery of DAT /CD Masters &

Master of Audio Visual Song.

5. CONSIDERATION:

5.1 The Producer hereby transfer and assign the copyright in the Said Works in favour of the Company for a full and final consideration amount of Rs. 12,000/-

(Rupees Twelve Thousand Only) plus applicable taxes and the Company has agreed to pay the said amount to Producer.

5.2 The Producer agrees and affirms that the Company shall not be liable to pay to the Music Director(s)/Lyricist(s) for their share of Publishing Royalties and the

consideration paid under the Agreement shall be deemed to be full and final payment for the transaction.

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6. RESTRICTION AND INDEMNITY:

(a) The Producer undertake not to themselves deal with the rights assigned under this deed and not to assign, licence, or deal with in any way or encumber the

same so as to derogate from the assignment hereby made.

(b) The Producer undertake to indemnify and at all times keep the Company fully indemnified against all actions, proceedings, claims, costs, losses and damages

whatsoever made against or incurred by the Company in consequence of any breach or non-performance by the Producer of any of their representations or

warranties hereunder and keep the Company fully indemnified from and against all actions, proceedings, claims, costs, losses and damages which the Company

may incur by making, promoting, publishing or selling sound recordings / records of the Song or Mobile and Digital Content, or by doing any other act, deed or

thing the right to do which the Producer have hereby assigned to the Company. In case of breach of any of the terms of this deed by the Producer, the Company

shall be entitled to take necessary legal action against the Producer for the protection of the Company’s rights including but not limited to actions for injunction

and recovery of damages and the Producer shall be bound by the outcome of such actions and the same shall be without prejudice to any other rights or

remedies that may be available to the Company.

Producer hereby agrees, confirms and covenants that it is providing specific indemnity to the Company against any/all claims from any third parties including

but not limited to lyricists, music composers, artists, etc. claiming infringement of their copyrights in the Said Works assigned by the Producer to the Company,

Producer hereby indemnifies the Company against all such claims and agrees to bear costs of any/all litigation initiated against the Company by such third

parties.

7. ADAPTATIONS:

The Producer agree that in exercising the rights assigned hereunder the Company shall be entitled to add, to take from and alter the Said Works for the purpose

of adaptation or reproduction of the said work in any form and may combine the said work with any other work(s), the same shall be at the sole discretion of

the Company.

8. FURTHER ASSURANCES:
a) It is agreed by the Producer that they will hand over all the items as mentioned in clause 4 (i) to 4(viii) of this Deed to the Company on or before 30 (thirty) days

from the Effective Date. It is clearly understood by the Parties that the time and date of delivery of items deliverable under Clause 4 hereof is the essence of this

Deed.
b) For further securing to the Company the rights hereby assigned, the Producer covenant with the Company that the Producer will do all such further things and

execute all such further instruments as the Company may from time to time require for the purpose of confirming the Company’s ownership of and title to the

said rights in any part of the whole universe.

c) The Producer, Music Director, Lyricists and the Singers of the Song affirm and agree that they shall duly sign before their designations in the Annexure - A and

that the same shall be construed as their no objection certification to the Agreement and the Rights and terms and conditions set forth herein.
d) The Parties hereto agree to execute such other documents / instruments that may be necessary in order to effectuate the purpose and intendments of this

deed.

9. TRANSMISSION:

The Company shall be entitled to assign to any person or persons, firm or company the benefits of this Assignment and all or any of the rights hereby assigned

to it and / or any liabilities incurred under this Agreement and to sub-licence the exercise thereof and in any such event all the representations, warranties and

covenants on the part of the Producer herein contained shall to the extent of such assignments or grant thereupon inure to the benefit of such assignee or

grantee. The Producer shall not be entitled to transfer their obligations hereunder to any other party in any manner and under any circumstance whatsoever.

10. AUTHORITY:

The Producer hereby authorises the Company, being the owners of copyright to take any action, legal proceedings or other proceedings to safeguard the rights

granted under this deed of Assignment, and if required and necessary, the Producer shall execute any such documents, agreements and / or deeds to enable

the Company to commence and prosecute and defend such action or proceedings and shall, if necessary, become a party to any such proceedings.

11. ENTITLEMENT:

The Company shall not be bound to insert in and shall be at liberty to remove from or restore the Said Works, the sound recordings/records and the Mobile and

Digital Content of the Song to its Catalogue at any time in its absolute discretion.

The Company shall be entitled to sell the sound recordings/records and the Mobile and Digital Content of the Song at such price or prices as the Company shall

think fit and shall also be entitled from time to time and at any time hereafter to alter or change the price or to cause or permit them to be so altered or

changed.
12. SEVERABILITY; AMENDMENTS:
The invalidity or unenforceability of any one provisions of this Deed shall not invalidate or
render unenforceable the assignment of rights hereunder in its entirety and the balance of
the provisions in this Deed shall remain in effect. The Parties agree to substitute in good
faith all void or voidable portions or parts hereof by valid provisions. All amendments,
modifications, alterations of this deed shall be valid and binding only if reduced into writing
and executed by both the parties.
13. TERMINATION:

The Producer shall not be entitled to terminate the Agreement for any reason whatsoever save and except for the timely non-payment of

consideration and after having served a 1 (one) month’s notice to the Company and the Company has failed to rectify the aforementioned breach.

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 14. Force Majeure: Neither Party shall be deemed in default of this Agreement if the performance of any of their respective obligations hereunder is

delayed or becomes impossible for any reason beyond their reasonable control (including but not limited to war, invasion, act of foreign enemy,

hostilities, terrorist act, civil war or strife, rebellion, strikes, lock outs or other industrial disputes or acts of God.
15. JURISDICTION:

The rights and obligations of the Parties hereunder and terms and conditions of this Assignment shall be construed exclusively in accordance with

the laws of India and all the matters, claims and disputes arising in respect thereof shall be subject to the exclusive jurisdiction of the relevant

courts at Mumbai.

IN WITNESS WHEREOF THE PARTIES HERETO HAVE SET THEIR HAND AND SEAL ON THE DAY, MONTH AND YEAR FIRST ABOVE MENTIONED.
1. For IN10 MEDIA PRIVATE LIMITED

(Company)

Authorised Signatory
2. For (Producer)

Muhfaad

Producer

WITNESSES:
1. Name:

________________________________

2. Name:

_________________________________

ANNEXURE - A

1. Title of Song (Audio): TOOFANI MANZAR

Singer: Sambhav Sharma and Udbhav Sharma

Lyricist: Sambhav Sharma and Udbhav Sharma

Composer/ Music Director: Muhfaad

(______________) (________________ _______________)

MUHFAAD SAMBHAV SHARMA UDBHAV SHARMA

PRODUCER/MUSIC DIRECTOR SINGERS/LYRICISTS