MARKETING AND OPERATIONAL CONSULTING AGREEMENT

Hotel Name: Star Deluxe Lodge Date:Aug 2, 2019

Total Number of Rooms:21 Legal Entity:Abdul Hameed M

Cluster: MG Road Bangalore Hotel Address: Dharmaraja Koil Street, Next to Taj Hotel, Off
Commercial Street, Shivajinagar, Bangalore Bangalore
560001

ASSET CATEGORIES UNDER CONSIDERATION

Rooms: ✔ Meal Plan: In-room F&B: MICE: Restaurant:

COMMERCIAL TERMS

COMMERCIAL TERMS SERVICE FEE

PARAMETER AMOUNT REVENUE SOURCE % SERVICE FEE

Total No. of rooms in the property (A) 21 Migration bookings waiver (bookings
already taken by partner for one time 0.0
Non Operational Rooms 0 future dates at the time of contract signing)

Contracted Rooms (A-B) 21 OTA bookings waiver (Where Hotel

0.0
Partner pays commission)
Valid rooms 21
OYO Service Fees on In-room F&B NA
Platform Fee% 2.5 %
OYO Service Fees on MICE NA

OYO Service Fees on Restaurant NA

Meal Plan - MAP NA

Meal Plan - AP NA

Meal Plan - EP NA

LOCK-IN PERIOD
AMOUNT OF LIQUIDATED DAMAGES TO
LOCK-IN PERIOD
BE PAID TO OYO
24 INR 5L

This agreement Created on Jul 31, 2019 was agreed and digitally signed by Abdul Hameed M using [email protected] and as notified
on 8660543840 Accepted Date/Time: Jul 31, 2019
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 MARKETING AND OPERATIONAL CONSULTING AGREEMENT

OYO Service Fees on overall Revenue

ASSURED BENCHMARK
START DATE END DATE SERVICE FEE
REVENUE
31-Jul-2019 03-Jul-2021 25.0% from INR 0 INR 0
# The Service Fee percentage as per the relevant revenue slab, shall apply to the gross revenue.

For the purpose of calculation of OYO Service fees under this Agreement, Revenue shall mean to include all applicable charges for
accommodation and other services provided, levies / cesses/ duties whether imposed by local / state / central authorities (wherever applicable),
whether charged separatly or not.

By Accepting this agreement you agree to the below oyo policies (detailed on following pages):-

1. Operating Standards
2. Terms and Conditions
3. OYO Hotels 3c scoring policy
4. OYO Hotel Performance Measurement Policy
5. OYO Hotel Revenue Assurance Policy

This agreement Created on Jul 31, 2019 was agreed and digitally signed by Abdul Hameed M using [email protected] and as notified
on 8660543840 Accepted Date/Time: Jul 31, 2019
Page 2 of 15
 MARKETING AND OPERATIONAL CONSULTING AGREEMENT

IMPORTANT TERMS OTA, LISTING AND META SEARCH HANDLES TO BE

PROVIDED BY THE PARTNER
PARAMETER APPLICABILITY
OTA NAME PROVIDED
Exclusive branding External ✔
booking.com
Exclusive branding Internal ✔
Agoda
Room pricing at OYO's discretion ✔
Expedia
Local IDs ✔
Cleartrip
Unmarried Couples ✔
Make My Trip
International guests (C Form) ✔
Goibibo
Sharing of existing clientele contact
Paytm

Mobikwik

Nearby

Yatra

Travelguru

Airbnb

Google My Business

Microsoft Bing Hotels

Trivago

Ixigo

HolidayIQ

Tripadvisor

Any other not mentioned above

IMPORTANT TIMELINES

CATEGORY TARGET END DATE

Property hand-over date (with partner scope completion) Jul 31, 2019

This agreement Created on Jul 31, 2019 was agreed and digitally signed by Abdul Hameed M using [email protected] and as notified
on 8660543840 Accepted Date/Time: Jul 31, 2019
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 MARKETING AND OPERATIONAL CONSULTING AGREEMENT

OPERATING STANDARDS

1) MINIMUM PERMANENT STAFF REQUIREMENTS

Night Kitchen Room Total with Operational Total without
PM Housekeeper/Cleaner Chef
Manager/Supervisor Helper Service Kitchen Kitchen
1 4 1 1 1 1 9 7
*Chef required in night shift only in case of a night restaurant

2) SERVICES REQUIREMENTS

a. Deep Cleaning and Pest Control must be performed for all rooms before going Live on OYO platform and thereafter, once in 3
months and once in 6 months respectively
b. Air Conditioner, Geysers and Heaters (wherever applicable) must be repaired and maintained by the property once in 12 months
proactively.
c. All major repair and maintenance work (seepage related) in room must be completed within 15 days of updating status to ‘black
room’. Same holds true for out of room sections of property like reception, lobby, kitchen, restaurant, dining area etc. All minor repair
and maintenance work (non-seepage related) should be completed within 3 days.

3) GST INVOICE

a. Whether the customer pays at the hotel or makes a prepaid booking, the hotel owner must provide an invoice, with the full value of
payment, to the customer.
b. A valid invoice must have the following:
1. Invoice Number
2. 6-digit service code (SAC)
3. Tax segregated as CGST + SGST
4. GSTN Number (of person issuing invoice)
5. Place of Supply
6. Date of issuance
7. Valid Signature
c. If the Hotel does not have GSTN, then it should issue Bill of Supply instead of tax invoice to the customer
d. OYO may offer sale of rooms with/without value added services to certain customers under its own name. In such cases Hotel should
issue Tax Invoice/Bill of Supply in the name of OYO. If GST credit on such invoices is not passed to OYO, then OYO will deduct taxes
while making payment to the Hotel.

4) PERFORMANCE MEASUREMENT

a. OYO shall be measuring performance of the property on following aspects by conducting detailed audits based on service level
agreements (SLA)
1. Hygiene:
2. Quality:
3. Reception:
4. Staff :
5. Process Requirement:
6. Safety
b. OYO representatives would have full authority to conduct the audit at any time.
c. Based on the audit, monthly score card shall be shared. For every quarter, for consistent desired performance in the audit scores,
rewards will be given from OYO’s side. For audit scores below desired levels, there will be agreed action taken on the property 3C
levels. This is mentioned in the addendums.
d. OYO reserves the right to change the terms / rewards / disincentives / penalties stated in the OYO Hotel Performance measurement
without prior intimation.

This agreement Created on Jul 31, 2019 was agreed and digitally signed by Abdul Hameed M using [email protected] and as notified
on 8660543840 Accepted Date/Time: Jul 31, 2019
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 MARKETING AND OPERATIONAL CONSULTING AGREEMENT

TERMS AND CONDITIONS

The agreement (“Agreement”) is entered on Aug 2, 2019 (“Signing Date”) by and between Oravel Stays Private Limited, a company registered
under the Companies Act, 1956, having its registered office at Delhi Rectangle Regus Level 4, Rectangle 1, Commercial Complex D-4, Saket,
New Delhi-110017 (“OYO”) and Abdul Hameed M, being a registered Proprietorship, having its registered office at Dharmaraja Koil Street,
Next to Taj Hotel, Off Commercial Street, Shivajinagar, Bangalore Bangalore 560001.

Whereas the Hotel is in the business of providing boarding and lodging and service to its customers on a commercial basis (“Business”) at the
property having 21 number of rooms situated at Dharmaraja Koil Street, Next to Taj Hotel, Off Commercial Street, Shivajinagar, Bangalore
Bangalore 560001 (“Premises”) under the name and style of Star Deluxe Lodge since. The Hotel has all necessary legal statutory rights,
permissions, approvals, consents and permits for operating the Business as per local, state and central laws.

Notwithstanding the labeling of the Hotel as “OYO Rooms” on OYO Platform, the Hotel will continue to provide boarding and or lodging service
under its own brand / establishment name Star Deluxe Lodge and shall provide services at the Premises at its sole responsibility as an
independent third party.

-> In the month of February, agreed upon Assured Benchmark Revenue and Service fee slabs will be adjusted by a factor of 28/31(29/31 in a
leap year )

OTA related terms

1. If the Online Travel Agent (OTA) credentials of the property are being managed by OYO and the property is not able to go live on OTAs with
OYO listing due to any previous payment pending with the Hotel partner, OYO may make the respective payment on behalf of the Hotel partner
and the same would be adjusted in the reconciliation of the month.

Onboarding Fees

OYO shall charge an amount of Rs.45000 exclusive of all applicable taxes at the time of execution of this Agreement for branding and
marketing purposes at your premises which shall be paid by you to OYO in six (6) equal monthly installments without any delay, demur or
protest by way of monthly account reconciliation or by any other means as may be mutually agreed between the parties.

FORCE MAJEURE

This Agreement shall be suspended during the period and to the extent of such period that OYO reasonably believes any party to this
agreement is prevented or hindered from complying with its obligations under any part of it, by any cause beyond its reasonable control
including but not restricted to strikes, war, civil disorder, and natural disasters. If such a period of suspension exceeds 180 days, then OYO shall
upon giving written notice to the Hotel, be able to require that:

(i) All money due to OYO shall be paid immediately.

(ii) The Hotel shall immediately cease trading until further notice from OYO.

OYO WIZARD Membership Network

1. You hereby voluntarily agree and consent to be a partner of the free OYO WIZARD Membership Network (“Wizard Program”).

You may choose to opt out of the Wizard Program by calling the OYO partner services team.

Under this Wizard Program, merchandise, marketing and promotional material shall be set up by OYO at your reception without any cost. As a
partner of the Wizard Program, you gain access to a wider base of customer and thereby increase the possibility of enjoying enhanced
earnings.

2. Under the Wizard Program, a customer may upon payment of a membership fee avail certain discounts for their bookings for membership
duration in addition to availing any additional services which may be offered to other members of the Wizard Program from time to time. The
discounts intended to be provided to the customers shall be borne by the Hotel. OYO may in its discretion choose to bear the cost of these
discounts or any additional discounts as it may communicate to the Hotel from time to time.

3. The Wizard Program is subject to the terms and conditions detailed in Appendix 1.

LOCK-IN PERIOD
Parties agree that after the execution of this Agreement, the Hotel shall not exercise its right to terminate the Agreement until the expiry of the
“Lock-in period” mentioned which shall commence from the Agreement Live Date.

EXCLUSIVITY
1. The Hotel shall not during the period of this Agreement enter into any agreement directly or indirectly to engage with other aggregators
including but not restricted to Treebo, FabHotels in any manner for or in relation to selling/ marketing / promoting rooms at the Premises

This agreement Created on Jul 31, 2019 was agreed and digitally signed by Abdul Hameed M using [email protected] and as notified
on 8660543840 Accepted Date/Time: Jul 31, 2019
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 MARKETING AND OPERATIONAL CONSULTING AGREEMENT

2. Notwithstanding anything stated herein, if the Hotel defaults / breaches its obligation under this EXCLUSIVITY Clause then the Hotel shall be
deemed to have breached a material obligation and shall be liable to pay liquidated damages amounting to average OYO share for the last 3
months multiplied by remaining duration of the contract from the date of breach until the date of expiry of this Agreement. Where 3 (three)
months have not elapsed, average OYO share for the number of days elapsed since the live Date shall be considered while computing
liquidated damages in accordance with the formula given above

3. Breach of obligation under this Clause shall be deemed to be a breach of material obligation and in addition to the remedy provided in Clause
2 above, OYO shall have a right to terminate the Agreement

For the purposes of this “Agreement Live Date” shall mean the date communicated by OYO to the Hotel indicating the completion of
transformation and listing of Hotel on OYO’s application and/or website for bookings. In case of violation of the above, the Hotel shall be liable
to pay the amount of liquidated damages as mentioned above, unless the Premises gets delisted from the OYO platform on account of poor
customer experience or payment issues.

1. Service Fees charged by OYO to the Hotel for providing Services shall be exclusive of all taxes applicable on such transaction as per extant
laws.
2. The booking price will be inclusive of breakfast.
3. OYO will retain full control over pricing and any bookings brought in by the Hotel will have to be made at that price.
4. If any check-in is denied for a confirmed booking, Hotel shall provide alternate accommodation of comparable standards failing which a
penalty of twice the booking amount / cost of alternate accommodation provided by OYO - whichever is higher, will be charged. The same will
be deducted from the reconciliation
5. OYO will have full authority to determine and publish room tariffs on booking website / mobile application at any point in time by exercising its
dynamic pricing module. All bookings made through OYO website / mobile application must be honored by the Hotel.
6. A notice period of 30 days should be served by either party before terminating the partnership, after the lock in period, if any.
7. All charged early check-in and late check-outs must be disclosed to OYO
8. In pursuit of improving the customer experience and adhering to OYO’s quality standards, OYO reserves the right to deploy a hotel manager
at the Premises, for which the cost will be borne by the Hotel.
9. The Hotel agrees to adhere to the operating procedures of OYO w.r.t timely check-in and check-out of bookings on the operating tab and
timely, co-operative response of the property manager to seeking of accurate information about property bookings, escalations and any other
detail sought regularly.
10. All payments to OYO and Hotel becoming due at the end of every month should be settled by the 7th of next month
11. It is mandatory for the Hotel to share its GSTN with OYO. In case the Hotel fails to share the GSTN, and if OYO is made liable to pay taxes
on behalf of the Hotel under any law for the time being in force, OYO will deduct the applicable taxes under such law and remit the balance
during monthly settlement process.
12. OYO will have full authority to check and audit through booking records, and A&D register maintained by the Hotel. In case of non reporting
of revenue OYO has right to reconcile the amount and recover OYO share and apply penalties as per the OYO Hotel Revenue Assurance
Policy. OYO reserves the right to terminate the contract in case of repetition of mis reporting of revenue
13. Indemnity will be provided by the Hotel in case settlement beneficiary for the payments to be made hereunder is different from signing
authority/legal owner of the Hotel.
14. The Hotel shall adhere to ethical business practices; non-compliance of which will result in penalties as laid out in the addendums.
15. By agreeing to the terms and conditions of this Agreement, the Hotel also accepts the terms and conditions published on the website
(https://www.oyorooms.com/terms) and any and all changes made therein from time to time. Further, this Agreement along with the terms and
conditions available on the Website shall constitute the entire agreement between the Hotel and OYO.
16. In case of any conflict arising out of differences in this Agreement and the terms and conditions of the website, the terms and conditions of
the Website will prevail.
17. Details of all Walk In customers needs to be correctly updated from the tablet provided by OYO at the property.
18. In case of any dispute related to booking, Hotel should get any booking level dispute raised within 2 days from the checkout date.
19. The Hotel agrees to hand over all OTA credentials to OYO and any change in username/ID/Password by the Hotel at a later stage will have
to be informed to OYO prior to the change
20. All OTA invoices pending till the Agreement live date will be cleared by the Hotel before it goes live on OYO platform
21. Owners are required to pay OTA commission for any bookings coming from them unless the property is live with OYO listing. OYO shall
waive its commission on such bookings as per terms mentioned in the Agreement.
22. OYO Branding Policy
a) Any signage/branding mentioning hotel name will be removed. Moreover, It would need OYO approval to place any other brand signage
or branding on the facade or inside property.
b) Signages and facade supergraphics with location, sizes and design can be placed as per OYO discretion.
c) Internal branding including but not limited to room signage, OYO decal at reception, floor markings etc can be placed as per OYO
discretion
d) All historic and new listing of the hotel at any online platform will be branded as and managed by OYO. This includes adding, removing or
editing the name, phone, website, pictures and amenities of the hotel.
e) OYO will be authorised to engage with or respond to ratings, reviews and customer feedback at any online platform where the hotel is
listed, irrespective of being branded as OYO or not.

This agreement Created on Jul 31, 2019 was agreed and digitally signed by Abdul Hameed M using [email protected] and as notified
on 8660543840 Accepted Date/Time: Jul 31, 2019
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 MARKETING AND OPERATIONAL CONSULTING AGREEMENT

23. If the price of rooms are changed below the OYO recommended price by owner or property manager via value added services, the Assured
Benchmark Revenue and the slab for revenue share will still be calculated via OYO recommended price, however, the reconciliation will be
done at the actual price.
24. This agreement between OYO and the franchise partner will have its validity till 2030. However, post the completion of Lock-in period or the
expiry of commercials end date, either party (OYO or franchise) partner can terminate the association with a 30 days notice.
25. For some channels, revenue share payable to the hotel partner shall be calculated on the amount derived after deducting channel charges
including but not limited to commissions, customer acquisition expenses, taxes, etc. from the gross revenue generated.
26. Travel Insurance provided as a part of OYO's services shall be as per the terms and conditions of the third-party insurance company, Acko
General Insurance(hereinafter "Acko"). OYO merely acts as a facilitator in connecting the User with Acko. The User shall contact Acko directly
for any claims or disputes. OYO shall not be held liable in case of partial acceptance or denial of the claims by Acko and OYO has no role or
liability in claims settlement

This agreement Created on Jul 31, 2019 was agreed and digitally signed by Abdul Hameed M using [email protected] and as notified
on 8660543840 Accepted Date/Time: Jul 31, 2019
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OYO Guest Experience Prioritization Policy

OYO Guest Experience policy is aimed at encouraging great customer experience by adhering to OYO’s committed standards. Hotel adhering
to the above standards will be awarded “Delight point” basis guest feedback. Non-adherence to these OYO standards will attract a charge in the
form of “Cross”. OYO has already deployed a big team of Captains and Area Business Managers on the ground to help our franchise partners
excel in providing superior customer experience through:
a) Providing training to property managers and hotel managers
a) Customer complaints, overbooking and shifting management
a) Liaison between the hotel owner and customer to ensure promised service delivery
a) Support in managing hotel supplies of toiletries and essentials
a) Real-time customer support to ensure a hassle-free stay
a) Liaison with our demand team to manage end to end corporate bookings

2. Adherence to these standards is primarily driven by the “3 Cs” as follows:

a) Constant availability: Hotel should ensure no Check-in denials or shifting of a guest.
b) Compatible Rooms: Hotel should ensure that guests are never checked-in a Never Stay Room(Never stay rooms are rooms marked as
“Black” during OYO’s regular room audits).
c) Customer Reviews: Hotel should ensure that OYO guests should have a pleasant stay.
2. OYO may charge a certain portion of the cost it incurs towards improving customer experience and the fees for poor customer experience to
our hotel partners as Guest Experience fees.

3. Hotel will be allocated 'Cross' for violation of each of the above mentioned standards. Hotel adhering to the above standards will
be awarded Delight point basis guest feedback.
a) Hotels with lower 3C score will be rewarded.
b) Hotels with higher 3C score will be penalized.

C PILLAR THEME SCORING

a. 3 cross per booking shifted due to Hotel blocking(If booking is of VIP tagged
guest)
Hotel Induced Shifting
b. 2 cross per booking shifted due to Hotel blocking(if booking is of other than VIP
Constant tagged guest)
availability of
Rooms a. 5 cross per booking that was denied check-in by Hotel without a valid reason (if
booking is of ‘VIP’ tagged guest)
Hotel induced denied check- ins
b. 3 cross per booking that was denied check-in by Hotel without a valid reason (if
booking is of other than ‘VIP’ tagged guest)

Checking-In guest in “Never

1 cross per booking where guest check- in is in a Black room
Stay” (Black) Rooms
Compatible Rooms
1 cross for any instance where actual check-in is in a Black room, while tab check-in
Wrong tab check-in
is in another room

Customer Escalation a. 1.5 cross per escalation

PM Connectivity 0.1 cross for every failed call

a. 1 cross for every guest feedback with 1,2 rating & issue mentioned (if feedback is
Customer Reviews other than ‘VIP’ tagged guest)
Unhappy Feedbacks b. 1.5 cross for every guest feedback with 1,2 rating & issue mentioned (if feedback
is from ‘VIP’ tagged guest)
c. 0.5 cross for every guest feedback with 1,2 rating and issue not mentioned

Delight Feedbacks 0.1 cross removal for every guest feedback with 5 rating
** guest is OYO’s internal terminology for guests

Definition of 3C Score:
3C Score ={ (Total crosses applied)- (Total delight crosses removed)/ Max ("30" or Total checkouts in last 30 days)}*100

This agreement Created on Jul 31, 2019 was agreed and digitally signed by Abdul Hameed M using [email protected] and as notified
on 8660543840 Accepted Date/Time: Jul 31, 2019
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 MARKETING AND OPERATIONAL CONSULTING AGREEMENT

Action taken under the 3C policy:

3C Level 3C score Action to be taken

Level0 0 to3 1. No action. Hotel will be prioritized for selling on all OYO platforms

1. Warning for increasing 3C Level.

Level1 4 to7 2. Task generation for AGM / PM basis Top issues in last 30 days
3. 10% reduction in PM incentives

1. De-prioritization on Web, App and CRS

Level2 8 to11 2. Task generation for AGM / PM basis Top issues in last 30 days
3. 25% reduction in PM incentives

1. De-prioritization on Web, App and CRS

Level3 12 to15 2. Task generation for AGM / PM basis Top issues in last 30 days
3. 50% reduction in PM incentives

Level4 >=16 1. Hotel removed from App and Web and blocked for 1 month.

* Where (0 to 3 is actually 0 to 3.99, similarly 4 to 7 is 4 to 7.99 and vice versa)

* Hotel blocked under Level 4 action will be considered to be re-opened only after a successful Ops audit and implementation of required
improvement measures.
* OYO at its sole discretion reserves the right to change the terms / incentives / disincentives / penalties stated in the OYO Hotel Scoring Policy
without prior intimation.

OYO Guest Experience Prioritization Policy

a. The Hotel will be given be a 3C score based on adherence to OYO’s committed standards for ensuring a great customer
experience. The “3 Cs” are as follows:
1. Constant availability: Hotel should ensure no Check-in denials or shifting of a guest.
2. Compatible Rooms: Hotel should ensure that guests are never checked-in a Never Stay Room (Never stay
rooms are rooms marked as “Black” during OYO’s regular room audits).
3. Customer Reviews: Hotel should ensure that OYO guests should have a pleasant stay.
b. Hotel will be allocated 'Cross' for violation of each of the above mentioned standards. Hotel adhering to the above standards will be
awarded Delight point basis guest feedback.
1. Hotels with lower 3C score will be rewarded.
2. Hotels with higher 3C score will be penalized.

This agreement Created on Jul 31, 2019 was agreed and digitally signed by Abdul Hameed M using [email protected] and as notified
on 8660543840 Accepted Date/Time: Jul 31, 2019
Page 9 of 15
 MARKETING AND OPERATIONAL CONSULTING AGREEMENT

OYO Hotel Performance Measurement Policy

a. OYO shall be measuring performance of the property on following aspects by conducting detailed audits based on service level agreements
(SLA)

1. Hygiene:
2. Quality:
3. Reception:
4. Staff :
5. Process Requirement:
6. Safety

b. OYO representatives would have full authority to conduct the audit at any time.
c. Based on the audit, monthly score card shall be shared. For every quarter, for consistent desired performance in the audit scores, rewards will
be given from OYO’s side. For audit scores below desired levels, there will be agreed action taken on the property 3C levels. This is mentioned
in the addendums.
d. OYO reserves the right to change the terms / rewards / disincentives / penalties stated in the OYO Hotel Performance measurement without
prior intimation.
e. Based on the quarterly performance, following rewards/actions will be taken

Total Marks of 3 months (Out

3C Scores Rewards/ Action points
of 45)

>=40 3C Level =0 Rewards

>=40 3C Level =1 Rewards

3C Level
35-40 Rewards
=0,1

Re-audit.

3C Level In the new audit score, if total score >=35 and score >=12 in one month:
>=35
>=2 Identifying reasons for higher 3C level and resolution by Captain for Turn Around.

In the new audit score, if total score <35, then below mentioned points follow.

Warning mail to the property with the clear actionable for improving SLA scores and 3C.

a) If 4th month SLA >=12 and 3C Level < 2: No Action

3C Level
<35
>=2 b) If 4th month 9<SLA <12 and 3C Level < 2, measure 5th month SLA score: if SLA
>=12: No Action

c) If 4th month SLA <12 and 3C Level >=2: Property Churn.

3C Level
<35 Action items to improve SLA score in next audit.
=0,1

This agreement Created on Jul 31, 2019 was agreed and digitally signed by Abdul Hameed M using [email protected] and as notified
on 8660543840 Accepted Date/Time: Jul 31, 2019
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 MARKETING AND OPERATIONAL CONSULTING AGREEMENT

OTA NOC

To whom it may concern

This is to certify that our property Star Deluxe Lodge comprising of 21 rooms situated at Dharmaraja Koil Street, Next to Taj Hotel, Off
Commercial Street, Shivajinagar, Bangalore Bangalore 560001 has entered into a marketing and operational consulting agreement
dated Aug 2, 2019 with Oravel Stays Private Limited (“OYO Rooms”). The revenue, inventory and booking management of our property
will henceforth be managed by OYO Rooms, including all Online and B2B sales channels. Please treat this as a no-objection certificate
from our end and OYO Rooms the access to extranet and designating the Hotel as an OYO property for the purposes of marketing the
Hotel on its sales channel(s).

You may liaise with OYO Rooms for anything required by your channel as a single point of contact. The payments will henceforth be
received and disbursed by OYO Rooms. All accounts and statements will be routed through Oravel Stays Pvt Ltd (Axis Bank A/C number
913020001964300; IFSC CODE: UTIB0000015).

In the future, should we decide to terminate the Agreement, we shall inform you (the OTA partner) with a formal written notification on your
registered email or mailing address.

Following are the details of OYO Rooms: -

Name of the company: ORAVEL STAYS PRIVATE LIMITED

Name of the owner: RITESH AGARWAL

Phone: 9310777888

Email: [email protected]

Website: www.oyorooms.com

This agreement Created on Jul 31, 2019 was agreed and digitally signed by Abdul Hameed M using [email protected] and as notified
on 8660543840 Accepted Date/Time: Jul 31, 2019
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 MARKETING AND OPERATIONAL CONSULTING AGREEMENT

Annexure I - Account Information

RTGS/NEFT/E - Payment Mandate Form

Date Aug 2, 2019

Dear Sir,

Sub: Authorization to effect payments through RTGS/NEFT/Electronic Payment Platform

I/We, hereby, request you to effect all payments due to us from Service Provider to my bank account details of which are given below through
RTGS/NEFT/electronic payment platform.

Star Deluxe Lodge

Name & Address of Property Dharmaraja Koil Street, Next to Taj Hotel, Off Commercial Street,
Shivajinagar, Bangalore Bangalore 560001

Bank Details

Beneficiary Name (Name in the bank Account) STAR DELUXE LODGE

Name of the bank ICICI BANK

ICICI BANK COX TOWN BANGALORE BRANCH NO 55 COLES

Address of the bank
ROAD FRAZER TOWN BANGALORE 560005

Bank Account No 025205002988

Account Type (Saving/Current) Current

9 digit MICR Code of the bank branch

IFSC Code ICIC0000252

PAN Number ARPPM7763C

GSTN Number 29ARPPM7763C1Z9

This agreement Created on Jul 31, 2019 was agreed and digitally signed by Abdul Hameed M using [email protected] and as notified
on 8660543840 Accepted Date/Time: Jul 31, 2019
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 MARKETING AND OPERATIONAL CONSULTING AGREEMENT

OYO Hotel Revenue Assurance Policy

1. OYO is committed to developing a long-term relationship built on the foundation of fair business practices. In order to build better processes
and drive greater efficiency we expect accurate and transparent business reporting by our partners

2. Hotel partners have to ensure that all legal compliance for operating business are maintained in terms of correct entries in A&D, cash
receipts, invoices at the hotel and providing correct guest details with revenue to OYO.

3. Regular revenue audits would be taken up with properties where room revenue generated with all contracted rooms would be cross checked.

4. In case of under-reporting or not reporting any contracted revenue, property would be liable for actions.

5. In the event the Hotel fails to cooperate with OYO in carrying out an audit or refuses to cooperate with the audit or manipulates records/ data,
OYO shall have a right to impose a penalty determined by OYO based on an algorithm that evaluates hotel's performance on multiple
parameters including but not limited to walk-in revenue recorded, no-show data, cancellations, cluster performance

Factor Meaning

Difference in booking accounted in the OYO tab would be matched with actual room occupancy each day for the
Booking Deviation ( B )
entire period

Average room night to booking ratio would be calculated for the entire period ( = Total Room Nights / Total Bookings
Booking Ratio ( U )
)

Average Room Rent (

The average room rent would be calculated for the entire period ( = Total Room Revenue / Total Room Nights )
A)

Revenue Adjustment (R) = No.of booking deviation (B) * No.of Room Nights /Booking (U) * ARR of the property in the period (A)

Levels Actions

a. Revenue Adjustment in Recon ( R )

Level 1 - First Instance
b. 50% deduction in PM Incentives for the period

Level 2 - Second Instance OR a. 3 * Revenue Adjustment in Recon ( R )

>75K b. No PM Incentives for the period

Property Blocked on app and web and recovery of outstanding balances/loan offered through OYO seller
Level 3 - Final Instance
financing program

This agreement Created on Jul 31, 2019 was agreed and digitally signed by Abdul Hameed M using [email protected] and as notified
on 8660543840 Accepted Date/Time: Jul 31, 2019
Page 13 of 15
 MARKETING AND OPERATIONAL CONSULTING AGREEMENT

Appendix 1

1. As a partner hotel of the OYO Wizard Membership Network i.e. Wizard Program, you shall promote and sell the Wizard Program to the Hotel
customers/guests. OYO allows you to collect on its behalf the membership fees for enrolling the customers on the Wizard Program.

2. The membership fees charged by OYO to such customers may undergo revision from time to time at the discretion of OYO and the Hotel
agrees not to raise any objection to such revision.

3. OYO reserves the right to pay all the partners of the Wizard Program, a certain share of the membership fee paid by the customer. OYO
reserves the right to revise the partner’s share from the membership fees earned at the respective hotel at any point of time.

4. OYO reserves the right to pay incentives, if any, to the hotel/property/reception manager employed by it (“Membership Salesman”) who shall
be engaged in promoting the Wizard Program at the hotel. Further, OYO reserves the right to impose any conditions with respect to achievement
of sales targets including revision of the amount of such incentives at any point of time.

5. OYO may change, discontinue/withdraw/withhold or suspend any share of the membership fee payable to the hotel or any incentive to the
Membership Salesman at its discretion and any payments in respect thereof.

6. As a Wizard partner, you agree to extend certain discounts to all members of the Wizard membership as may be communicated by OYO from
time to time. OYO may in its discretion offer any additional discounts to promote the Wizard Program from time to time.

7. Wizard Program membership benefits for the customers are applicable throughout the membership duration of the customer.

8. OYO may revise the terms and conditions of the Wizard Program in future to increase its breadth of offering and enrol more customers and
grow the network.

9. Any and all bookings made by the Wizard members between the dates when the hotel partner opts in for the Wizard Program until the date it
chooses to opt out of the Wizard Program shall be honored without any protest or demur by the hotel partner.

10. OYO reserves the right to (i) withhold or withdraw any entitlement to the share of the membership fee in respect of the hotel or any incentives
payable to the Membership Salesman, and/or (ii) charge penalties/damages in case the partner and/or Membership Salesman engages in any
fraud or misconduct, if any. The hotel partner and the Membership Salesman agrees to indemnify OYO in totality with respect of any loss or
damage caused to OYO on account of any such fraud, misconduct or otherwise in respect of the Wizard Program.

This agreement Created on Jul 31, 2019 was agreed and digitally signed by Abdul Hameed M using [email protected] and as notified
on 8660543840 Accepted Date/Time: Jul 31, 2019
Page 14 of 15
 MARKETING AND OPERATIONAL CONSULTING AGREEMENT

OYO SMART key terms

OYO reserves the right to install within the Hotel premises device(s) to monitor and allow for energy efficiency, guest safety and enhanced
customer experience. The Hotel authorizes OYO or it’s representatives to install, repair, maintain, and conduct periodic checks of such
device(s). The parties agree that the costs associated with such installation, repair, maintenance, periodic checks shall be borne by OYO.

The Hotel further undertakes to:

a) Provide unfettered and unhindered access to OYO employees or representatives to inspect, install, repair, maintain and carry periodic
checks of such device(s)
b) Allow OYO to install such device(s) at a place, determined by OYO for the optimal functioning of the device(s);
c) Operate the device(s) per the instructions provided by OYO; and
d) Inform OYO immediately in the event the device(s) is damaged, malfunctions, destroyed or tampered with.

Notwithstanding the foregoing, any act or omission (direct or indirect) on part of the Hotel resulting in the removal, tampering, damage,
destruction and/ or loss of the device(s) including acts or omissions impacting the performance of such device(s) shall be considered a
breach of the terms of this Agreement and OYO shall, at the Hotel’s cost, undertake activities to repair or maintain or rectify such breach.
Furthermore, the Hotel shall be liable to pay an amount equal to [INR 500] per device as liquidated damages for each day that the
device(s) is out of operation on account of the Hotel’s acts or omissions and OYO reserves the right to recover (and the hotel authorizes
OYO to deduct from any due to the Hotel) such amounts from the monthly reconciliation of accounts.
In the event of expiry or early termination of the Agreement, the Hotel shall be responsible for returning the device(s), in good working
condition subject to normal wear and tear, to OYO failing which OYO reserves the right to deduct [INR 3000] per device as liquidated
damages from the reconciliation of accounts.

This agreement Created on Jul 31, 2019 was agreed and digitally signed by Abdul Hameed M using [email protected] and as notified
on 8660543840 Accepted Date/Time: Jul 31, 2019
Page 15 of 15