Agreement

This agreement is made on this (Date, Month, Year) (hereinafter referred to as the ‘Agreement’) between

MobCast Innovations Pvt. Ltd. a Company incorporated under the Companies Act 1956 and having its Corporate office at D-1/ BD3, Mhada Lane 1, Lokhandwala Township, Kandivali East, Mumbai – 400101, Maharashtra, India, of the FIRST PART

AND

ADLER AL-AHLIA - General Trading & Contracting Company, Kuwait, having its registered office at “.......” of the SECOND PART have partnered together to sell MOBCAST - MobCast platform – an employee engagement and training platform on mobile

The pilot engagement model would be as follows:

1. Co- marketing Both the partners will create necessary co- marketing collaterals like brochure, hoardings, videos to co-sell MOBCAST mobile app.

2. Revenue commissions

MobCast Innovations Pvt. Ltd. will have an independent commission model with ADLER AL-AHLIA.

3. Training

MobCast Innovations Pvt. Ltd. will train ADLER AL-AHLIA representatives on the features of the product so that they can make Customer presentations and demos

4. Liabilities

Both parties agrees to comply with any and all laws, regulations and governmental orders (present or future, as amended from time to time and prevailing), which may be applicable to the sale of the Services. Both parties agrees to indemnify each other and hold it harmless from and against any and all claims, suits, proceedings, judgments, orders, fines or penalties arising in connection with the purchase and sale of their respective products.

Executive Summary

Roles & Responsibilities of MOBCAST INNOVATIONS PVT. LTD.:

1. Explain and demonstrate the features of the products to ADLER AL-AHLIA2. Train ADLER AL-AHLIA representatives on the features of the product so they can

make Customer presentations and demos3. Train ADLER AL-AHLIA on the Web Interface for managing End Customers that buy

the product from the ADLER AL-AHLIA 4. Share any available product literature with ADLER AL-AHLIA which explains the

feature in details along with the use cases5. Provide support to ADLER AL-AHLIA in following new sale opportunity as required

and agreed6. Maintain the Servers and ensure uninterrupted service to customers as per the

Service Level Engagement7. Provide technical support and customer care to End Customers on phone and

email8. MobCast Innovations Pvt. Ltd. will assist ADLER AL-AHLIA in making the sale to the

End Customer in case of large orders or where customization is required by phone or emails

9. Identify potential sale opportunities for MobCast Innovations Pvt. Ltd.’s products within existing customers and new customers

Roles & Responsibilities of ADLER AL-AHLIA:

1. Identify potential sale opportunities for company’s products2. Conduct marketing activities to increase the awareness about the company’s

product3. Take full responsibility to convert leads to sales and make best use of the

resources provided by company4. Conclude new sales to end customers and collect usage charges5. Engage with existing customers to drive usage of the product6. Ensure that end customers adhere to company’s policies and guidelines of usage

of product7. Renew services of existing customers towards the end of the product term and

collect renewal charges as applicable

Orders and Price:

All orders for Services placed by ADLER AL-AHLIA shall be subject to mutual acceptance.

ADLER AL-AHLIA may collect the full payment (inclusive of all applicable taxes) related to the delivery of services in advance from the customer in favour of MobCast Innovations Pvt. Ltd.

The Commission to ADLER AL-AHLIA by MobCast Innovations Pvt. Ltd. will be released on a monthly basis as per the commission slab achieved for the calendar month by the 15 th

of following month only after customer payment is credited to MobCast Innovations Pvt. Ltd. bank account

Billing :

ADLER AL-AHLIA will raise monthly invoice to MobCast Innovations Pvt. Ltd. at the end of every month for the services rendered during the month however payment of the commission is subject to only payment received from the customer.

Warranties and Limitation of Liability: In the event of ADLER AL-AHLIA or their customers prematurely discontinuing the services of MobCast Innovations Pvt. Ltd., MobCast Innovations Pvt. Ltd.’s total liability to business partner resulting from the sale of services shall not exceed the price paid by ADLER AL-AHLIA for such services.

Functioning of MobCast Innovations Pvt. Ltd.’s products: After the deployment of product if ADLER AL-AHLIA or the end Customers report any incidence, MobCast Innovations Pvt. Ltd. will do all needful to resolve the problem as per the severity level at their own or customers cost, as the situation may be

Definitions of Incidents Reported: MobCast Innovations Pvt. Ltd.’s technical support analysts will determine the severity of any defect using the following priorities:

Severity 1 – “Fatal”Errors that prevent useful work from being completed e.g. Server inaccessible.Severity 2 – “Severe”Errors that keep major functions from being performed but work around available e.g. Access to the server is slow, Time delay in response, Server accepts requests but not responding within acceptable time duration etc.Severity 3 – “Minimal”Errors those are generally non-disabling or cosmetic e.g. Service is not accessible to a particular subscriber, etc.Severity 4 – “Other”Errors or requests those are on business operations, e.g. Reconciliations, Logs etc.Response and Resolution Times: MobCast Innovations Pvt. Ltd.’s support analysts will determine (depending upon) the severity of any incident and respond in one of the following (ways):

Severity 1 - Respond within 2 business hours to acknowledge and understand the Incident. Technical Support will work on the incident continuously until resolution. Periodic status updates will be communicated to the Client by phone / email. Target resolution or work around time would be 4 hours during business hours from the time of response.Severity 2 - Respond within 3 hours to acknowledge the problem. Target resolution or workaround time would be 8 hours during business hours from the time of response.Severity 3 - Respond within 4 hours to acknowledge problem. Target resolution time or workaround time would be 16 working hours from the time of response.Severity 4 – Respond within 8 hours to acknowledge problem. Target resolution time or workaround time would be 24 hours from the time of response. Till resolution, the case will be kept open.Severity Level    Resolution Time (Business Hrs)  Acknowledgment

timeWork Around time

Permanent fix time

Severity1 15 Hour 24 Hours 48 HoursSeverity2 15 Hours 48 Hours 72HoursSeverity3 15 Hours 48 Hours 96HoursSeverity4 15 Hours 96 Hours 120 Hours

MobCast Innovations Pvt. Ltd. will process support requests, issue trouble ticket tracking numbers if necessary, determine the source of the problem, and respond to all support requests from Client Representatives based on the response times stated above.

All changes/additions to the platform in view of external factors may take additional time (guideline alterations by Mobile OS providers like Google Android, Apple iOS, Windows Mobile , support for newer versions of Mobile OS’s). Any such timelines will be communicated to the clients via mail.

Term and Termination:

The initial term of this Engagement shall commence on the date of execution of this Engagement and shall continue for a period of twelve (12) months thereafter (the "Initial Term"). Upon the expiration of the Initial Term, this Engagement shall continue on a month-to-month basis. Either party may terminate this Engagement at any time for any reason upon thirty (30) days written notice to the other.

In the event of termination of this engagement as set forth herein, neither party shall be entitled to damages, either for special, incidental or consequential damages or damages for loss of profits.

Proprietary Rights:

MobCast Innovations Pvt. Ltd. solely retains the exclusive right and authority to license its trademarks, and to select, approve and enter into licenses or engagements with retailers in the Territory for the purpose of authorizing them to establish or operate stores under the name "MobCast Innovations Pvt. Ltd. Services," or other trademarks owned by MobCast Innovations Pvt. Ltd.. All trademarks, copyrights, trade names and other proprietary rights in and with respect to MobCast Innovations Pvt. Ltd.'s products and services, including, but not limited to, MobCast Innovations Pvt. Ltd.'s computer software programs, are and will remain the exclusive property of MobCast Innovations Pvt. Ltd.. Nothing herein shall be deemed to constitute a license or permission to ADLER AL-AHLIA or MobCast Innovations Pvt. Ltd. to use each other’s trademarks in connection with its business in the Territory or anywhere outside the Territory.

Confidentiality:

ADLER AL-AHLIA agrees that all videotapes, computer and CD disks, bulletins, catalogs, price lists, order forms and other documents and information furnished by MobCast Innovations Pvt. Ltd. with respect to the merchandise, programs and services which are available from MobCast Innovations Pvt. Ltd., or through MobCast Innovations Pvt. Ltd. from its vendors (the "Confidential Information") are MobCast Innovations Pvt. Ltd.'s confidential, proprietary business information, which ADLER AL-AHLIA shall safeguard in the same manner as it safeguards its own confidential business information, and ADLER AL-AHLIA agrees not to divulge or display any of the Confidential Information other than in connection with ADLER AL-AHLIA 's transactions with MobCast Innovations Pvt. Ltd.Upon the termination of this Engagement, business partner agrees to immediately return to MobCast Innovations Pvt. Ltd. all of the Confidential Information and any equipment related thereto which MobCast Innovations Pvt. Ltd. has provided. The confidentiality obligations herein shall survive the termination of this Engagement.

Force Majeure: Except with respect to ADLER AL-AHLIA 's payment obligations hereunder, delays or failure of either party in the performance of its obligations hereunder shall be excused if and to the extent caused by circumstances beyond the reasonable control of the party affected. Provided the party whose obligations are non-performed on account of any unforeseeable circumstances, intimates the other party in writing of such event within three (3) days of occurrence of such unforeseeable event.

Compliance with Laws and Indemnification:

ADLER AL-AHLIA agrees to comply with any and all laws, regulations and governmental orders (present or future, as amended from time to time and prevailing) of the Territory, which may be applicable to the sale of the Services purchased by ADLER AL-AHLIA from MobCast Innovations Pvt. Ltd.. ADLER AL-AHLIA agrees to indemnify MobCast Innovations Pvt. Ltd. and hold it harmless from and against any and all claims, suits, proceedings, judgments, orders, fines or penalties arising in connection with the purchase and sale of MobCast Innovations Pvt. Ltd.'s products in, except for such claims arising out of MobCast Innovations Pvt. Ltd.'s sole negligent or intentional wrongful acts or omissions.

Modifications and Amendments: Except as set forth above, this Engagement may not be modified or amended, nor may any obligations hereunder be waived, except by written instrument signed by both parties.

Assignment: This Engagement and the rights, duties and obligations hereunder shall not be assigned or delegated by either party without the prior written consent of the other party.

Governing Law and Jurisdiction: This Engagement shall be interpreted and construed in accordance with the substantive laws of India and all disputes subject to Mumbai court Jurisdiction.

Non-Waiver: The failure of either party to enforce its rights under any provision hereof shall not be deemed a waiver of such rights for purposes of future enforcement.

Severability: Any provision hereof which is contrary to applicable law shall, to the extent of such contravention, be severed from this Engagement and shall not impair the validity of any other term, condition or provision hereof.

IN WITNESS WHEREOF MobCast Innovations Pvt. Ltd. and ADLER AL-AHLIA hereto have executed these present on (date) (month) (year).

For and on behalf of MobCast Innovations Pvt. Ltd.

For and on behalf of ADLER AL-AHLIA

Sign: Sign:

Name: Ashwin Roy Choudhary Name:

Designation: Managing Director Designation:

Place: Mumbai Place:

Date: Date:

Witness:

1.

2.