2015 Inventory Purchase and Consignment Agreement dated April 3, 2015, by and among Ingram Hosting Holdings Inc., the Company and Ingram Book Group Inc

Chegg will, at its own expense, (i) use commercially reasonable efforts generate rental transactions with all of the IHH Inventory through the Chegg Platform and marketing activities, upon the terms and conditions and at the market prices determined by Chegg, in its reasonable commercial discretion; and (ii) process and administer the rental transactions, including being merchant of record, payment processing, sales tax compliance, customer service and support (in accordance with the Standard Policies), data systems, and asset recovery and collections services; and (iii) and provide near real time information to IHH in a mutually agreeable format so that IHH may promptly fulfill customer orders for the Inventory consistent with the Guaranteed Delivery Date.

Chegg will use commercially reasonable efforts to collect from Consumers the amounts charged and due with respect to the Consumer Orders in accordance with its Standard Policies and the terms set forth on Section 6 of the Confidential Appendix. Chegg will collect all applicable sales tax relating to the Consumer Orders and timely file all appropriate sales tax returns and timely remit all sales taxes to the proper taxing authorities. Chegg agrees to reasonably cooperate with IHH and furnish IHH with any records or information as may be reasonably requested by IHH to account for, to provide information to applicable taxing authorities, and/or file its sales, use and property tax returns. If at any point during the Term, if all orders processed through Chegg are fulfilled with IHH owned inventory and Chegg desires to turn over all sales tax collected on such IHH owned Inventory to IHH, and for IHH to take over responsibility of remitting sales tax to the proper taxing authorities, the

During the term of this 2015 Agreement, IHH shall make available for consignment to Chegg the IHH Inventory (or inventory of like kind). Inventory may be comprised of new or used textbooks identified and procured for IHH from third parties by Chegg on behalf of and for the account of IHH under the terms and conditions specified in this 2015 Agreement. IHH shall retain all ownership of the IHH Inventory (unless and until any such IHH Inventory is sold as provided for herein) that it consigns to Chegg pursuant to this 2015 Agreement. Chegg shall not acquire and shall have no right, title or interest in or claims to the IHH Inventory except as specifically set out herein.

IHH will bear the ultimate risk of asset loss and collections related to IHH Inventory including IBG warehouse related losses, whether by virtue of shipping and handling, storage, casualty, force majeure, shrinkage, fraud, and theft. Chegg will bear responsibility for Consumer fraud. Chegg’s terms of use will specify that students will be charged for the asset in the event of damage or non-return. Any losses for which Chegg is responsible will not change the portfolio revenue requirements for Chegg to provide for IHH. Any losses for which IHH is responsible will have the full source cost for these books removed from the effective book investment on which revenue targets are calculated.

IHH will at all times insure [***] of the FMV of the Combined Inventory against loss or damage in an amount sufficient to cover the costs of repurchasing such Combined Inventory, and provide Chegg with a certificate evidencing such insurance. In the event that greater than [***] of the Combined Inventory is damaged, lost or destroyed in an event or series of events while under IHH’s control or the control of [***], IHH authorizes Chegg to use up to the insurance recovery amount to repurchase books on IHH’s behalf for the rental catalog. All remaining revenue targets associated with the lost inventory will be cancelled. New

Logistics Amendment. Chegg and IBG hereby enter this Logistics Amendment to amend the Logistics Agreement to contain the terms and conditions set forth in this Section 4. To the extent the following are directly or by the context clearly inconsistent with similar terms and conditions contained in the Logistics Agreement, the terms and conditions of this Section 4 shall control.

The term of this Logistics Agreement is amended to expire or terminate on the same date as that certain 2015 Inventory Purchase and Consignment Agreement (the “2015 Agreement”), dated as of April 3, 2015, by and among Ingram Hosting Holdings Inc., a Delaware corporation (“IHH”) and Chegg expires or is terminated, except as provided for otherwise in connection an early termination provision of the 2015 Agreement as set out in Section 10 thereof. Unless otherwise defined in this Logistics Agreement, capitalized terms used in this Logistics Amendment shall have the meaning as ascribed to such term in the 2015 Agreement.

IBG will package the Combined Inventory in Chegg branded boxes provided by Chegg to protect against damage during shipment. IBG will be responsible for the cost of the packing services and materials at its facility with respect to the Combined Inventory, excluding the cost of Chegg supplied boxes.

IBG will ship the Combined Inventory contained in the Chegg Order to the Consumer. The determination of shipping upgrade offers that would materially change the cost of goods sold will be made by Chegg in its reasonable discretion, but must be approved by IBG. Chegg agrees that it will pass through all fees collected from Consumers for shipping in accordance with revenue sharing as specified in Section 6 of the Confidential Appendix. When the Combined Inventory has been shipped from IBG to Consumer, IBG will notify Chegg electronically and in near real time of how long it took IBG to ship the Combined Inventory, the date and time of shipment, and any assigned tracking number. IBG’s shipping time will meet the requirements set out in Section 1 of the 2015 Agreement Confidential Appendix.

IBG will fulfill Insert and other Brand Partnership add-ons to Textbook Orders [need definitions of all at Chegg’s direction, and aligned to the shipping parameters and rate provisions set forth in Section 10 of the 2015 Agreement Confidential Appendix. These add-ons shall include targeted and national inserts (both in individual inserts and packages of multiple inserts), stickers, and branded boxes.

If IBG is unable to fulfill an order in a timely manner, the value of the orders cancelled as a result of such failure will count toward the revenue targets specified herein. Additionally, if such failures total more than $[***] in Net Revenue (as defined in the Section 6 of the 2015 Agreement Confidential Appendix) in any quarter, IBG shall pay Chegg its commission on such Net Revenue, as if such Net Revenue were fulfilled, as specified in Section 6 of the 2015 Agreement Confidential Appendix.

If IBG misses their guaranteed delivery date for reasons not directly related to weather or [***] (or other third party shipping service) performance in more than [***] of orders in any rush period, a rush period defined as the months of December/January and August/September, Chegg will bill IBG back for refunds and customer contact costs (at a rate of $[***] per contact)that relate to the delivery issues and the textbook that is the subject of such refund shall be returned to IBG and become part of the IHH Inventory (as defined in the 2015 Agreement). Refunds under this section shall count toward applicable revenue targets in Section 6 of the 2015 Agreement Confidential Appendix. IBG may, in its discretion, use a different third party shipping provider to fulfill Chegg orders other than [***], so long as any new shipping provider meets the same guaranteed delivery date schedule.

Payments/Reporting.

Rental Revenue Payments. During the term of this 2015 Agreement, Chegg shall provide IHH with a preliminary monthly report within three (3) business days of IHH’s fiscal month end, and a final detailed statement as of IHH’s fiscal month end as set forth in Section 5(b) below within (10) ten business days of Chegg’s fiscal (calendar) month end, outlining all amounts owed to IHH for IHH’s fiscal month. The total payments owed from Chegg and IHH to the other party will be paid by Chegg and IHH within thirty (30) days from each calendar month end, unless extended payment terms are otherwise specified herein

Inventory Sourcing Reimbursement. During the term of this Agreement, Chegg shall provide IHH with a report of books sourced on IHH’s behalf each month, including the price paid for the book and identifying information such as the ISBN, as specified as Section 5(c). Chegg shall cause the sourced books to be delivered to the appropriate location, either the Consumer, the Chegg warehouse, or one of the IBG warehouses. The price which IHH is invoiced for these books shall reflect the full source cost of the inventory. IHH shall pay Chegg for the full source cost of the books on the schedule set out in Section 8 of the attached Confidential Appendix.

Chegg Accounting and Reports. Chegg shall keep complete and accurate records of all matters relating to this 2015 Agreement. The accounting statements shall be provided to IHH in Spreadsheet format, within one spreadsheet each for rental transactions, liquidation transactions, JIT Sales transactions and Partner Buyback transactions. Each transaction shall be separately accounted within the records.

ISBN

Title

Sourcing month (to trigger revenue targets and risk sharing payments)

Rental price or Liquidation Price, as the case may be, and the applicable fees

Units of the Title sold

Unique Book ID shared between Chegg systems and IHH systems

Transaction Type

Rental Period

Order ID

Consumer ID

Ship-to Address

Higher education institution name, campus address, and zip code.

Territory Sold (might be needed if sold outside U.S.)

Audit.

Each Party will cooperate with the another Party’s reasonable requests by email or other agreed upon electronic means, for financial and accounting related documents which directly relate to the transactions in this 2015 Agreement.

In the event that IHH desires a more thorough audit, it may appoint at its own expense initially, its independent public accounting firm to examine Chegg’s books, records and systems at the audited party’s offices relating to the subject matter of this 2015 Agreement, provided that any such audit is no more often than once per calendar year. Such audits shall be scheduled within [***] following delivery of notice and shall be conducted during normal business hours in a manner that does not interfere unreasonably with the audited party’s business operations. If such audit reveals that Chegg has underpaid IHH by more than [***] of the amount due, the reasonable cost of the audit shall be paid by Chegg, in addition to the amount of the underpayment. If the audit reveals an overpayment by Chegg, IHH shall promptly pay the amount of the overage to Chegg.

Within [***] of written notice, once per fiscal year basis, for the purpose of confirming IHH’s compliance with its obligations under this 2015 Agreement, Chegg may at its election request IHH’s Internal Audit department or IHH’s independent public accounting firm to perform specified procedures related to book purchase or shipping cost information provided to Chegg by IHH under this 2015 Agreement. If Chegg elects to use IHH’s independent public accounting firm Chegg shall be responsible for any costs of the independent public accounting firm provided that if the independent accounting firm determines that there has been an over payment by Chegg of more than [***] of the total amounts due to IHH for the previous [***] period IHH shall pay the reasonable costs of such audit (up to the amount of the over payment) in addition to promptly refunding all overpaid amounts. If the audit reveals an underpayment by Chegg, Chegg shall promptly pay IHH the amount of the underpayment.

No Exclusivity. The services and obligations of the parties hereunder are on a non-exclusive basis. IHH and Chegg acknowledge that Chegg obtains inventory from third parties, and IHH provides inventory to third parties and IBG provides fulfillment, warehouse, logistical and other services to third parties. None of the Parties has any duty nor obligation to deal exclusively with the other, and none of the Parties shall be restricted from conducting its own book rental business without the participation or involvement of the any other Party.

Marks. Neither Chegg nor IHH shall have the right to use the other Party’s trademarks, service marks or logos (collectively called the “Marks”) except as permitted by the owner of the respective Marks. All parties acknowledge that Chegg and IHH are the exclusive owners of their respective Marks (and all goodwill associated therewith will inure solely to each owner’s benefit).

Chegg Network Liquidation of Inventory. IHH grants permission to Chegg to, from time to time, liquidate portions of the IHH inventory for the purposes of maximizing the financial return of the consigned books. In such event, Chegg agrees to liquidate such IHH Inventory reasonably consistent

Term and Termination.

Term. The term of this Agreement shall commence on May 1, 2015 and expire May 20, 2020 (the “Term”).

Early Termination: Early termination of this 2015 Agreement shall be possible at any time, by a Party owed money from the other Party, if the Party owing money has materially failed to meet timely payment obligations to the other Party as set out in the Payment Section of this 2015 Agreement. This termination clause may only be exercised after written notice to the Party owing money, and failure to fully cure by that Party within 60 days.

Effect of Termination. If this 2015 Agreement is terminated for any reason, Chegg shall cease generating Consumer Orders with IHH Inventory. This 2015 Agreement shall survive with respect to any IHH Inventory then in the hands of Consumers pursuant to active Rental Agreements, and Chegg will (at IHH’s expense) facilitate the return of such IHH Inventory in the ordinary course of operations consistent with the Service Policies applicable to such outstanding IHH Inventory. In the event of early termination Chegg will either liquidate or buy back the IHH Inventory at its option. The minimum amount due to IHH as a result of such buyback or liquidation will be subject to a floor as outlined in Section 5 of the Confidential Appendix. To the extent that proceeds from liquidation exceed the floor, Chegg

If the Logistics Agreement or the 2015 Agreement is terminated by Chegg prior to May 20, 2020, Chegg shall pay to IHH an amount equal to (i) the remaining rental payments owned by IHH under the lease entered into on March 10, 2015 by IHH for the new warehouse (the “New Warehouse”) to receive and hold the Chegg Inventory under this 2015 Agreement plus (ii) the applicable portion of the unamortized capital investment made by IHH related to the equipping and set up of the New Warehouse, as shown in the table set forth in Section 9 of the attached Confidential Appendix. Chegg will not be required to make a payment under this subsection if the termination is based on a section 10(b) or (c) breach by IHH under this 2015 Agreement.

Events of Default. A Party shall be deemed to have defaulted under this 2015 Agreement, and the non-defaulting Party shall be entitled to the remedies set forth in Section 17 hereof, upon the occurrence of any of the following events of default (an “Event of Default”):

A Party shall be in breach of this 2015 Agreement and such breach shall continue for a period of fifteen (15) calendar days after the date of receipt of written notice from the non-defaulting Party specifying such breach, if the breach is not cured during the 15 day notice period;

A Party shall make an assignment for the benefit of creditors, file a petition under any federal or state bankruptcy or insolvency code, law, or statute, be adjudicated insolvent or bankrupt or petition for an order for similar relief, petition or apply to any tribunal for the appointment of any receiver or any trustee or as a debtor in possession of such Party or any part of its property or shall commence any proceeding related to such Party under any reorganization, arrangement, readjustment of debt, dissolution or liquidation act, code, law, or statute of any jurisdiction, whether nor or hereafter in effect, or there shall be commenced against such Party any of the foregoing proceedings; or

A material breach by IBG under the Logistics Agreement constitutes a default of this 2015 Agreement by IHH.

Limitation on Liability. EXCEPT FOR A BREACH OF CONFIDENTIALITY SECTION 14 INVOLVING IHH’S INTENTIONAL AND WILLFUL DISCLOSURE OF CHEGG CUSTOMER NAMES AND/OR CHEGG CUSTOMER CONTACT INFORMATION TO A THIRD PARTY FOR MATERIAL FINANCIAL GAIN, IN NO EVENT WILL ANY PARTY OR THEIR RESPECTIVE AFFILIATES,SUPPLIERS OR LICENSORS BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS 2015 AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSQUENTIAL DAMAGES, EVEN IF FORESEEABLE.

Disclaimers. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT IN SECTION 19(d), EACH PARTY AND ITS RESPECTIVE AGENTS AND LICENSORS HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY SUBJECT MATTER OF TIS AGREEMENT,

Confidentiality. (a) During the term of this 2015 Agreement, each Party (a “Disclosing Party”) may provide the other Party (a “Receiving Party”) with Confidential Information. For purposes of this Agreement, “Confidential Information” shall mean the terms of this 2015 Agreement, the financial and transaction data arising from a Qualifying Transaction, the details of the Chegg Order, inventory data, business and marketing plans and business processes, customer contact information, and any other information which under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary. “Confidential Information” shall not include information (i) which is or becomes publicly available without fault by the Receiving Party, (ii) was or is rightfully acquired by the Receiving Party from a source other than the Disclosing Party, (iii) that is independently developed by Receiving Party without reference to the Disclosing Party’s Confidential Information, or (iv) was known to the Receiving Party prior to the date of the disclosure by the Disclosing Party. Receiving Party shall only use the Confidential Information for the purposes contemplated hereunder. Receiving Party will not disclose such information to any third party without the prior written consent of Disclosing Party. Each Party will take the same precautions it takes to protect the confidentiality of such information as are employed to protect its own confidential information of a similar nature, but in no case shall such protections be less than the standard of reasonable care for such information in the industry. At termination of this Agreement, upon Disclosing Party’s request, Receiving Party shall return to Disclosing Party all Disclosing Party’s Confidential Information in its possession, including, without limitation, all copies and extracts thereof, or shall purge any Confidential Information in its data base maintained for this Agreement except as may be reasonably necessary for historical record keeping purposes. Notwithstanding the foregoing, Receiving Party may disclose Confidential Information (i) to any third-party to the limited extent necessary to exercise its rights or obligations of confidentiality and non-use at least as restricted as the duties applicable to the Receiving Party hereunder, (ii) as may be required by the Securities and Exchange Commission (“SEC”) provided however, that in such event the parties agree that Chegg shall file a confidential treatment request with respect thereto and that IHH shall have the right to participate in the drafting of, and any discussions or meetings with the SEC with respect to, any such request, (iii) as required by law or any judicial or governmental rule, regulation or requirement, provided that the Receiving Party will, unless prohibited by law or court order, provide Disclosing Party with notice of such disclosure or (iv) to the limited extent necessary to carry out its obligations under this 2015 Agreement.

Independent Contractors. For purposes of this Agreement, Chegg shall be considered an independent contractor of IHH with respect to renting the IHH Inventory. Unless otherwise permitted in writing, neither Party is authorized to, and neither Party shall make, any representations, warranties or guarantees to customers or potential customers regarding the other Party’s services or products in a manner that states or implies that such representation, warranty or guarantee is being made on behalf of the other Party.

Remedies. Upon the occurrence of any Event of Default, all undisputed sums due under this Agreement at the time of the Event of Default shall be due and payable, and the parties shall be entitled to the additional remedies set forth below:

The parties acknowledge that if either Party fails, or threatens to fail, to comply with its obligations under Section 14 of this 2015 Agreement, the other Party may suffer irreparable harm for which there may be no adequate remedy at law. Accordingly, if either Party fails to comply with such obligations, then, in addition to its other remedies, the other Party shall be entitled immediately to seek injunctive relief or any other appropriate equitable remedy.

The rights, powers, and remedies under this 2015 Agreement shall be in addition to all rights, powers and remedies by virtue of any statute or rule of law, all of which rights, powers, and remedies shall be cumulative and may be exercised successively or concurrently. Any waiver, forbearance or failure or delay in exercising any right, power, or remedy shall not preclude the further exercise thereof, and every right, power, or remedy of the non-defaulting Party shall continue in full force and effect.

Indemnification. Notwithstanding any other terms of this 2015 Agreement, each Party agrees to defend, indemnify and hold the other Party harmless from and against all third party claims (and all damages awarded to third parties, third party liabilities, costs and expenses, including, without limitation, reasonable attorneys’ fees) arising from or related to: (i) its breach of this 2015 Agreement, (ii) its violation of any applicable law or regulation, or (iii) its negligence. The Indemnifying Party agrees to use counsel reasonably satisfactory to the Indemnified Party to defend each indemnified claim. A Party’s obligation to indemnify the other under this paragraph shall arise only if the Indemnified Party provides the Indemnifying Party prompt notice of any claim that might lead to a claim for indemnification and the indemnified Party provides at its own expense all reasonable assistance for the defense of any claim. The Indemnified Party may engage its own counsel at its own expense with respect to any indemnified matter. The Indemnifying Party may not consent to the entry of any judgment or enter into any settlement of a claim without either (i) the prior written consent of the Indemnified Party, which may not be unreasonably withheld, or (ii) tendering to the Indemnified Party the amount that would have been paid for such judgment or settlement in exchange for a release from the Indemnified Party with respect to the claim so the Indemnified Party may conduct its defense on its own terms. For the avoidance of doubt, notwithstanding any provision in this 2015 Agreement to the contrary, Chegg’s failure to collect, file returns and remit sales taxes as provided herein will be deemed an Event of Default subject to indemnification of IHH under this Section which indemnified amount shall include any related interest and penalties.

Assignment/UCC filing.

In the event that Chegg is unable to collect or recover the costs of damaged or non-returned IHH Inventory from its Consumers, Chegg agrees to assign all rights of collection and recovery it has under the Rental Agreement to IHH and provide any information reasonably requested by IHH to enable IHH to pursue recovery of such costs and/or Inventory.

To the extent Chegg acquires, or is deemed to have, any interest in and to the IHH Inventory, Chegg hereby grants to IHH a security interest in and to all IHH Inventory and IHH shall have the right to file the UCC financing statement set forth in Exhibit A with the appropriate offices or agencies of the applicable states. IHH will reasonably cooperate with Chegg in good faith with any intercreditor agreements/acknowledgements reasonably requested by Chegg and/or its future secured lenders, provided such do not diminish IHH’s right, title, or interest in the IHH Inventory.

All notices, requests, consent and other communications under this 2015 Agreement shall be sent to the address identified on the execution page. Such notices shall be deemed to have been given: (a) when delivered if delivered personally or by messenger; (b) on the day after mailing if sent by pre-paid overnight delivery service which maintains records of the time, place and recipient of the delivery; (c) on the third day after mailing, when mailed by registered or certified United States mail, postage prepaid, return receipt requested; or (d) upon receipt of a confirmed transmission, including PDF, if sent via email, in all cases addressed to the Party for whom it is intended at the address set forth below or to such other address as a Party shall have designated by notice in writing to the other Party in the manner provided by this Section 19(a).

Neither Party shall have any right or ability to assign, transfer, or sublicense any obligations or benefit under this 2015 Agreement without the written consent of the other Party (and any such attempt shall be void), provided, however, IHH shall have the right to assign this 2015 Agreement to one of its affiliates without any such consent. This 2015 Agreement will be binding on and inure to the benefit of Chegg and IHH and their respective permitted successors and permitted assigns.

The parties further agree that if any portion of this 2015 Agreement is illegal or unenforceable, such portion(s) shall be limited or excluded from this 2015 Agreement to the minimum extent required and the balance of this 2015 Agreement shall remain in full force and effect and enforceable.

Each Party represents and warrants that it is (i) duly organized, validly existing and in good standing, (ii) it has the requisite right, power and authority to enter into this 2015 Agreement, (iii) it has all the necessary right and licenses to perform the obligations contained herein, and (iv) that it and its suppliers and agents, will comply with all applicable laws and regulations.

The Parties agree that this 2015 Agreement shall be governed by the laws of the State of Delaware without regard to the conflict of the law’s provisions thereof. Each Party shall comply with all laws, rules and regulations applicable to the performance of its obligations

No Party shall be liable for delay in performance of nonperformance of any term or condition of this 2015 Agreement directly or indirectly resulting from a force majeure event, including, without limitation, fire, explosion, accident, flood, labor trouble or stoppage, terrorism, civil unrest, war or military hostilities, criminal acts of third parties, or acts of God, and any delivery date shall be extended to the extent of any delay resulting from any force majeure event, provided that an event of force majeure shall not delay or relieve a Party of its payment obligations hereunder.

No delay or omission by any Party to exercise any right or power occurring upon any noncompliance or default by any other Party with respect to any of the terms of this 2015 Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by any of the Parties hereto of any of the covenants, conditions, or agreements to be performed by any other Party shall not be construed to be a waiver of any succeeding breach thereof or of any covenant, condition, or agreement herein contained.

This 2015 Agreement, the 2014 Logistics Agreement (as amended herein), and the Confidential Appendix attached hereto constitute the entire agreement between the parties and supersedes any and all purchase orders, prior agreements, arrangements or understandings related to the subject matter hereof and can only be modified or waived by a subsequent written agreement signed by the appropriate Parties.

This 2015 Agreement and the Logistics Amendment may be executed in counterparts and/or by electronic signature (including in pdf form) and if so executed shall be equally binding as an original copy of this Agreement executed in ink by the Parties.