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Share Purchase

Agreement
SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT dated this __th day of _________, 2011 between:

And

(Hereafter referred to as PART FOUR AND FIVE)

The Parties ONE,TWO AND THREE are hereinafter collectively called as SELLERS and Party Three
and Four is called as BUYER

WHEREAS:

1. The SELLERS are desirous of selling 10000 number of equity shares ( 5000 shares of PART
ONE, 5000 shares of PART TWO )

"Shares") of _______________________________PRIVATE LIMITED and BUYER has agreed to


purchase the Shares at a purchase price of Rs 10 per Share.

NOW THEREFORE, all the Parties hereto hereby agree as follows:

2. SALE OF THE SHARES

Subject to the terms and conditions of this Agreement, and in

consideration for the payment of the Consideration, the SELLER shall sell and transfer to the
buyer, and buyer shall purchase such shares from the SELLER.

3. CONSIDERATION

The consideration for the purchase of the Shares shall be Rupees 5 for

each Share constituting an aggregate consideration of Rupees 100000 (Rupees One Lakhs only)

for all 10000 Shares.

4 SPECIAL CONDITIONS

(i) Conquer Educational Consultants is a limited liability company duly organised, validly
existing, and in good standing under the laws of India and is duly qualified and licensed to do
business.

(ii) the SELLER has full power and authority to enter into this

Agreement and to take any action and execute any documents required by the terms hereof;

(iii) all the Shares are legally owned by the SELLER free from all Liens, and the SELLER is
entitled to sell and transfer to BUYER the ownership of the said Shares in accordance
with the terms of this Agreement; and

(iv) the SELLER has not entered into any agreement or arrangement to sell, transfer,
assign, create a Lien or otherwise dispose of the Shares to any Person other than in
accordance with this Agreement.

(v) The sellers hereby declare that there are no liabilities in the company and any
liabilities arising due to the transactions entered into prior to this date shall be the sole
responsibility of the sellers. The buyers will not be in any way responsible for any
liabilities incurred prior to this date.

(vi) No rights or liabilities under this Agreement shall be assigned by any of the Parties hereto
without the prior written consent of the other Party.

(vii) This Agreement supersedes all prior discussions and agreements

(whether oral or written, including all correspondence) if any,

between the Parties with respect to the subject matter of this

Agreement, and this Agreement contains the sole and entire

agreement between the Parties hereto with respect to the subject

matter hereof.

(viii)Any provision of this Agreement which is invalid or unenforceable shall be ineffective to the
extent of such invalidity or unenforceability, without affecting in any way the remaining provisions
hereof.

5. ARBITRATION

Any and all differences, disputes or questions arising out of or under or incidental to this
agreement shall be resolved by recourses to arbitration to be conducted by a panel of three
arbitrators, one of whom would be appointed by SELLER, one by BUYER and the third by the two
arbitrators so appointed and shall be conducted in accordance with the Arbitration Act,1966. The
venue of arbitration shall be Hyderabad and the Arbitration Award shall be final and binding on the
parties.

IN WITNESS WHEREOF, the parties have entered in Agreement the day and year first above
written: