LETTER OF TRANSFER

Dear Sk Arafat Hossain,

Thank you for bringing immense value and making team OYO stand where it is today.

This is to let you know about the demerger of Indian hotel business of Oravel Stays Private Limited..
(“OSPL”) into OYO Hotels and Homes Private Limited (“OHHPL”) a group company of OSPL.

To this effect, effective 1st November 2019, your employment shall be transferred from OSPL to OHHPL.
Kindly note that your employment remains continuous without a break in services with OHHPL. The
current job title, reporting structure, terms and conditions, compensation and all other benefits granted under
the employment shall remain unchanged.

This letter is for your information and record.

Thanking you,
Yours faithfully,
Dinesh R.
CHRO

OSPL
Registered office: Ground Floor-001, Mauryansh Elanza Shyamal Cross Road, Near Parekh Hospital, Satellite, Ahemdabad.-380015
Corporate Office : 9th Floor, Spaze Palazo Southern Peripheral Road Sector 69 Gurgaon -122001 Phone 080 100 444 66
Email : contactus@oyorooms.com CIN: U63090GJ2012PTC107088
 NON-DISCLOSURE AND ANTI-DISPARAGING AGREEMENT

THIS NON-DISCLOSURE AND ANTI-DISPARAGING AGREEMENT (this "Agreement") is between OYO

Hotels and Homes Private Limited (hereinafter referred as “Employer”) and Sk Arafat Hossain (hereinafter referred
to as "Employee")

The Company and the Employee shall hereinafter individually be referred to as a "Party" and collectively as the
"Parties.

A. Company is highly sensitive in maintaining the confidentiality of its proprietary and confidential information, as
well as the confidentiality of its clients, its own identity and of any meetings, discussions and negotiations with its
clients at this time.

B. Company may provide/ disclose and the Employee may have access to Company's proprietary, confidential and/
or trade secret information in the course of its employment with the Company while performing its duties under this
Agreement.

NOW, THEREFORE, Parties hereto agree as follows:

1. "Confidential Information" shall include and mean any information which is available to Employee as part of
performing his duties of employment and may or may not be marked appropriately as confidential, whether in oral,
written, graphic, digital or machine-readable form at the time of disclosure and shall include, without limitation
formulas, processes, designs, presentations, proposals, plans, equipment, inventions, ideas, databases, software,
hardware, technical and other data in any form, flow charts, algorithms, business dealings, business clients,
information relating to business clients, customer operations, product/services related information or any other
information of competitively sensitive or proprietary nature and any other business and technical information in the
course of performance of its duties or otherwise.

Confidential Information does not, however, include information that the Employee can demonstrate by
documentary evidence: (a) was in the public domain at the time it was disclosed/ provided by the Company to the
Employee or which subsequently came into the public domain other than as a result of breach of this Agreement;
(b) was known by the Employee before receiving such information from the Company; (c) is hereafter rightfully
obtained by the Employee from any third party unaffiliated with the Company, without breach of any obligation of
confidence to the Company; or (d) is independently developed by the Employee without use of or reference to the
Confidential Information by persons who had no access to the Confidential Information.

2. From time to time during the performance of the duties by Employee pursuant to the employment agreement with
the Company, the Company may deem it necessary to provide the Employee with Confidential Information.

3. Employee agrees to hold the Confidential Information in strict confidence, maintain the confidentiality of such
Confidential Information and not disclose the same to any third party, except as authorized by the Company in
writing.

4. Such Confidential Information shall be handled with the same degree of care, which the receiving Employee

OHHPL
Registered office: Ground Floor-001, Mauryansh Elanza, Shyamal Cross Road, Near Parekh Hospital, Satellite, Ahemdabad.-380015
Corporate Office : Capital Cyber Space Ullahwas Sector 59,Gurugram Haryana 122102 Phone 080 100 444 66
Email : contactus@oyorooms.com CIN: U63090GJ2012PTC107088
applies to his/her own confidential information of a similar nature but in no event less than reasonable care and shall
prevent the unauthorized disclosure of the Confidential Information.

5. It is the Employee’s responsibility to take necessary and appropriate precautions to guard the confidentiality of
Confidential Information, including informing other Employees/persons who handle such Confidential Information
that it is confidential and not to be disclosed to others without prior written consent of the Company.

6. The Employee agrees: (a) not to copy (in whole or in part), sell, assign, disclose, give or otherwise transfer the
Confidential Information or any copy thereof to any third party except as specifically authorized herein or as
specifically authorized by the Company in writing; (b) to safeguard any and all copies of the Confidential
Information against unauthorized disclosure; and (c) not to tamper with, bypass or alter its security features or
attempt to do so, and shall take all reasonable steps to ensure that the provisions of this Agreement are not violated
by any person under the Employee's control or in the Employee's service

7. That Confidential Information is and shall at all times remain the property of the Company. No use of any
Confidential Information is permitted except as otherwise provided herein and no grant under any proprietary rights
is hereby given or intended, including any license implied or otherwise.

8. Employee to use such Confidential Information only as required in the performance of the duties and obligations
under the employment agreement with the Company and for no other purpose and in the best interests of the
Company.

9. The Employee may disclose the Company's Confidential Information if and to the extent that such disclosure is
required by a judicial or other governmental order in accordance with the applicable law. The Employee shall
exercise all reasonable efforts to narrow and limit the scope of any disclosure and to preserve the confidentiality of
the Confidential Information, including without limitation, by cooperating with the Company in the Company's
efforts to obtain an appropriate protective order or request for confidential treatment of the Confidential Information.
The Employee shall provide the Company a reasonable opportunity to review the disclosure before it is made and
to interpose its own objection to the disclosure. It is however, agreed by the Employee that any disclosure to any
judicial or other governmental authority shall not entitle the Employee to disclose Confidential Information or any
part thereof to any other person or entity whatsoever and howsoever or to treat the same as non-confidential.
Notwithstanding the foregoing, the Employee shall not disclose any information or material that contains any
Confidential Information of the Company in accordance with a judicial or other governmental order unless it
complies with the requirement set forth in this Clause.

10. All software and other digital information in use at the office premises are the sole property of the Company and
shall under no circumstances be copied / erased / edited and / or pirated in any manner whatsoever.

11. The client list and information on any of the clients are Confidential Information arising due to performance of
duties as part of employment. This Confidential Information has to be kept extremely confidentially and may not be
shared/ distributed orally/ verbally or in any manner whatsoever.

12. The data in written or other tangible form, including any and all copies made of the Confidential Information in
possession of Employee, whether in soft copy or hard copy shall under any circumstances be returned to the
Company at the time of leaving the employment of the Company due to whatever reason and the Employee shall
destroy all other copies, summaries, notes, abstracts and other documents that contain Confidential Information, and

OHHPL
Registered office: Ground Floor-001, Mauryansh Elanza, Shyamal Cross Road, Near Parekh Hospital, Satellite, Ahemdabad.-380015
Corporate Office : Capital Cyber Space Ullahwas Sector 59,Gurugram Haryana 122102 Phone 080 100 444 66
Email : contactus@oyorooms.com CIN: U63090GJ2012PTC107088
shall provide to the Company a written certification to the Company that it has done so. Retention or use of any data
/ document / letterheads / visiting cards / software / or any information in relation to the Company including any of
the clients of the Company or of the Company itself is strictly prohibited.

13. All services shall be provided to client of the Company under the Company name only. Employee shall not deal
with the clients of the Company (including past or current clients) for personal gain, in any manner whatsoever.

14. To immediately notify Company upon learning of any unauthorized use or disclosure of any Confidential
Information.

15. That the Employee will not be covertly or overtly involved in any activity similar to the activities or services of
the Company either for monetary gain or otherwise while on employment with the Company and for a period of 6
months after leaving / termination of the employment agreement.

16. During the period of employment with the Company, Employee hereby agrees that it shall not transfer the
Confidential Information on external hard drive or email or memory drive or any other storage medium without
prior written consent of the Company.

17. The Employee shall not make any written or oral statement or take any action, directly or indirectly, that the
Employee knows or reasonably ought to know is disparaging or negative concerning the Company or any of its
current or past Employees publically or otherwise during and post-employment with the Company or any of its
respective past and present, officers, directors, products or services (the “Company Parties”). The Employee shall
not ask or encourage any other person to make any written or oral statement that the Employee knows or reasonably
ought to disparage or negative concerning the Company. The term “disparage” includes, without limitation,
comments or statements to the press, to the Company’s employees or to any individual or entity with whom the
Company has a business relationship (including, without limitation, any vendor, supplier, customer or distributor),
or any public statement, that in each case is intended to, or can be reasonably expected to, materially damage any of
the Company Parties. However, nothing in this Agreement shall preclude the Employee from making truthful
statements that are required by applicable law, regulation or legal process.

18. Breach of the confidential obligations or any of the above clauses and use restrictions provided herein may cause
substantial, immediate and irreparable damage to the Company for which monetary damages may be claimed from
the Employee. Further remedy as appropriate including injunctive relief from any court of competent jurisdiction
may also be taken with or without notice to the Employee.

19. In the event that any word, phrase, clause, sentence or other provision contained herein shall violate any
applicable statute, ordinance or rule of law in any jurisdiction which governs this Agreement, such provisions shall
be ineffective to the extent of such violation without invalidating any other provision herein. 20. You agree that the
laws of India shall govern the interpretation and enforcement of this Agreement and the provisions of the Indian
Arbitration and Conciliation Act, 1996, shall govern all disputes under this Agreement. The venue for arbitration
will be New Delhi. The sole arbitrator shall be appointed by the Company. The language of arbitration shall be
English. This Agreement shall be construed in accordance with and governed by the Indian laws.

Accepted by: ________________________________

Sk Arafat Hossain

OHHPL
Registered office: Ground Floor-001, Mauryansh Elanza, Shyamal Cross Road, Near Parekh Hospital, Satellite, Ahemdabad.-380015
Corporate Office : Capital Cyber Space Ullahwas Sector 59,Gurugram Haryana 122102 Phone 080 100 444 66
Email : contactus@oyorooms.com CIN: U63090GJ2012PTC107088
 CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT
AGREEMENT

THIS CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT ("Agreement") is

made by OYO Hotels and Homes Pvt limited and Sk Arafat Hossain (Hereinafter referred to as "Employee").

The Company and the Employee shall herein after be individually referred to as Party and collectively as the Parties.

RECITALS

WHEREAS, the Parties desire to assure the protection and preservation of the confidential status of the information
which may be disclosed/made available to each other and to provide terms in respect of assignment of new invention,
if any.

NOW THEREFORE, in reliance upon and in consideration of the following undertakings, and for other good and
valuable consideration, the Parties agree as follows:

1. Relationship. This Agreement will apply to other party consulting relationship with the Company. If that
relationship ends and the Company, within a year thereafter, either employs or re-engages other party as an
employee, other party agrees that this Agreement will also apply to such later employment, unless the Company and
Employee otherwise agree in writing. Any such employment or consulting relationship between the Company and
Employee, whether commenced prior to, upon or after the date of this Agreement, including any new employment,
is referred to herein as the "Relationship."

2. Duties. Employee will perform for the Company such duties as may be designated by the Company from time to
time or that are otherwise within the scope of the Relationship and not contrary to instructions from the Company.
During the Relationship, Employee will devote entire best business efforts to the interests of the Company and will
not engage in other employment or in any activities detrimental to the best interests of the Company without the
prior written consent of the Company.

3. Definition of "Confidential Information". Confidential Information shall be deemed to include, but not be limited
to, any proprietary information, proposed terms of a potential license or other business arrangement between the
Parties hereto, any trade secret, patent application, copyright and/or its applications, trademark and/or its
applications, drawing, or claim, information, price, technique, invention, idea, process, formula, sample, compound,
extract, media, vector and/or cell line and procedures and formulations for producing any such sample, compound,
extract, media, vector and/or cell line, any process, formula or data relating to any research project, work in process,
future development, engineering, manufacturing, marketing, servicing, financing or personnel matter relating to the
disclosing Party, its present or future products, sales, suppliers, clients, customers, employees, investors, or business,
whether in written, graphic or electronic form. If Confidential Information is disclosed in oral form, the same shall
also be considered as Confidential Information for the purposes of this Agreement. Exception the term "Confidential
Information" shall not be deemed to include information which the receiving Party can demonstrate by competent
written proof which:

a) is now, or hereafter becomes, through no act or failure to act on the part of the receiving Party, generally known
or available in the public domain;
b) Is known by the receiving Party at the time of receiving such information as evidenced by its records;

OHHPL
Registered office: Ground Floor-001, Mauryansh Elanza, Shyamal Cross Road, Near Parekh Hospital, Satellite, Ahemdabad.-380015
Corporate Office : Capital Cyber Space Ullahwas Sector 59,Gurugram Haryana 122102 Phone 080 100 444 66
Email : contactus@oyorooms.com CIN: U63090GJ2012PTC107088
c) Is hereafter furnished to the receiving Party by a third Party, as a matter of right and without restriction on
disclosure;
d) is independently developed by the receiving Party or by persons who have not accessed or had knowledge of such
Confidential Information of the disclosing Party; or
e) is the subject of a written permission to disclose provided by the disclosing party.

Disclosures made under this Agreement, which are specific in nature, shall not be deemed to be within the foregoing
exceptions merely because they are embraced by the more general information in the public domain or in the
possession of the receiving Party.

4. Ownership of Inventions.

a) Inventions Retained and Licensed. If as of the Effective Date, Employee owns, solely or jointly with others, any
Inventions, then Employee shall list in Exhibit A (attached hereto, if Employee owns any Invention), a complete list
describing with particularity all Inventions (as defined below) that, as of the Effective Date, belong solely or jointly
with others, and that relate in any way to any of the Company's proposed businesses, products or research and
development, and which are not assigned to the Company hereunder; or, if no such list is attached, Employee
represent that there are no such Inventions at the time of signing this Agreement.

b) Use or Incorporation of Inventions. If in the course of the Relationship, Employee uses or incorporates into a
product, process or machine any Invention not covered by Section 4(d) of this Agreement in which Employee have
an interest, Employee will promptly so inform the Company. Whether or not Employee gives such notice, Employee
hereby irrevocably grant the Company a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide
license, with the right to transfer and to sublicense, to practice and exploit such Invention and to make, have made,
copy, modify, make derivative works of, use, sell, import, and otherwise distribute under all applicable intellectual
properties without restriction of any kind.

c) Inventions. Employee shall understand that "Inventions" means discoveries, developments, concepts, designs,
ideas, know how, improvements, inventions, trade secrets and/or original works of authorship, whether or not
patentable, copyrightable or otherwise legally protectable. Employee understands this includes, but is not limited to,
any new product, machine, article of manufacture, biological material, method, procedure, process, technique, use,
equipment, device, apparatus, system, compound, formulation, composition of matter, design or configuration of
any kind, or any improvement thereon. Employee understands that "Company Inventions" means any and all
Inventions that Employee may solely or jointly author, discover, develop, conceive, or reduce to practice during the
period of the Relationship, except as otherwise provided in Section 3(g) below.

d) Assignment of Company Inventions. Employee agrees to promptly make full written disclosure to the Company,
will hold in trust for the sole right and benefit of the Company, and hereby assign to the Company, or its designee,
all right, title and interest throughout the world in and to any and all Company Inventions. Employee further
acknowledges that all Company Inventions that are made (solely or jointly with others) within the scope of and
during the period of the Relationship are "works made for hire" (to the greatest extent permitted by applicable law)
and are compensated by salary. Employee hereby waive and irrevocably relinquishes claim to the Company or its
designee any and all claims, of any nature whatsoever, that Employee now have or may hereafter have for
infringement of any and all Company Inventions. Use of any software or hardware by Employee during the course
of employment of the Employee with the Company shall be allowed subject to the understanding that it is the sole
property of the Company and shall under no circumstances be copied / erased / edited and / or pirated in any manner
whatsoever.

OHHPL
Registered office: Ground Floor-001, Mauryansh Elanza, Shyamal Cross Road, Near Parekh Hospital, Satellite, Ahemdabad.-380015
Corporate Office : Capital Cyber Space Ullahwas Sector 59,Gurugram Haryana 122102 Phone 080 100 444 66
Email : contactus@oyorooms.com CIN: U63090GJ2012PTC107088
e) Maintenance of Records. Employee agrees to keep and maintain adequate and current written records of all
Company Inventions made (solely or jointly with others) during the term of the Relationship. The records may be
in the form of notes, sketches, drawings, flow charts, electronic data or recordings, laboratory notebooks, or any
other format. The records will be available to and remain the sole property of the Company at all times.

f) Patent and Copyright Rights. Employee agrees to assist the Company, or its designee, at its expense, in every
proper way to secure the Company's, or its designee, rights in the Company Inventions and any copyrights, patents,
trademarks, mask work rights, moral rights, or other intellectual property rights relating thereto in any and all
countries, including the disclosure to the Company or its designee of all pertinent information and data with respect
thereto, the execution of all applications, specifications, oaths, assignments, recordation, and all other instruments
which the Company or its designee shall deem necessary in order to apply for, obtain, maintain and transfer such
rights, or if not transferable, waive such rights, and in order to assign and convey to the Company or its designee,
and any successors, assigns and nominees the sole and exclusive right, title and interest in and to such Company
Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto.

g) Exception to Assignments. Employee understands that the Company Inventions will not include, and the
provisions of this Agreement requiring assignment of inventions to the Company do not apply to, any invention
which qualifies fully for exclusion under the provisions of applicable law, if any. In order to assist in the
determination of which inventions qualify for such exclusion, Employee will advise the Company promptly in
writing, during and after the term of the Relationship, of all Inventions solely or jointly conceived or developed or
reduced to practice during the period of the Relationship.

5. Non-Use and Non-Disclosure: From time to time during the course of employment of the Employee with the
Company, the Company may deem it necessary to provide the Employee with Confidential Information. Employee
shall maintain all Confidential Information in trust and confidence and shall not disclose any Confidential
Information to any third Party or use any Confidential Information for any unauthorized purpose. Employee may
use Confidential Information only to the extent required to accomplish the purposes of this Agreement. Confidential
Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. The
Employee hereby agrees that it will not in any way attempt to obtain, either directly or indirectly, any information
regarding any Confidential Information from any third Party who has been employed by, providing consulting
services to, or received in confidence information from the Company. Employee hereby agrees and acknowledges
that client list and information on any of the clients shall constitute Confidential Information arising due to
performance of duties as part of employment. This information has to be kept extremely confidential and may not
be shared/ distributed orally/ verbally or in any manner whatsoever. All Confidential Information, including the data
in possession of each Employee, whether in soft copy or hard copy in connection to any client that has been serviced
by the Employee shall under any circumstances be returned to the Company at the time of leaving the employment
with the Company due to whatever reason. Retention or use of any data / document / letterheads / visiting cards /
software / or any information in relation to any of the clients of the Company or of the Company itself is strictly
prohibited.

6. Maintenance of Confidentiality: Employee will protect the Confidential Information received with the same
degree of care they use to protect its own Confidential Information from unauthorized use or disclosure. Employee
agrees to restrict disclosure of Confidential Information to other employees of the Company and shall disclose the
Confidential Information only on "need to know" basis. Employee shall not disclose any Confidential Information
to any third Party without the Company's express, written consent.

Notwithstanding any other provision of this Agreement, disclosure of Confidential Information shall not be

OHHPL
Registered office: Ground Floor-001, Mauryansh Elanza, Shyamal Cross Road, Near Parekh Hospital, Satellite, Ahemdabad.-380015
Corporate Office : Capital Cyber Space Ullahwas Sector 59,Gurugram Haryana 122102 Phone 080 100 444 66
Email : contactus@oyorooms.com CIN: U63090GJ2012PTC107088
precluded if such disclosure is in response to a valid order of a court or other governmental body of India; Provided
however that the Employee shall provide advance notice to Company hereto where practicable and shall have made
a reasonable effort to obtain a protective order requiring that the Confidential Information so disclosed be used only
for the purposes for which the order was issued. Employee shall immediately notify Company upon learning of any
unauthorized use or disclosure of any Confidential Information by any of the employees or consultants of the
Company. Employee agrees that he/she will not be covertly or overtly be involved in any activity similar to the
activities or services of the Company either for monetary gains or otherwise during the term of employment with
the Company and for a period of three (3) years after leaving / termination of the employment contract.

7. No Further Rights, Obligations: No rights or licenses to trademarks, inventions, copyrights, or patents are implied
or granted under this Agreement. Nothing in this Agreement grants Employee the right to retain distribute or
commercialize any Confidential Information belonging to the Company. Furthermore, Employee shall not have any
right, title or interest in or to any of the Confidential Information. The Employee shall not seek, because of or based
upon any Confidential Information, patent or any other form of intellectual property protection with respect to or
related to the Confidential Information.

8. Ownership All Confidential Information (including all copies thereof) shall remain at all times the property of the
Company, and shall be returned to the Company upon expiry or termination of the Relationship, or upon request of
the Company, and in any event, upon completion or termination of this Agreement.

9. Term and Termination: This Agreement shall continue in full force and effect from the Effective Date of this
Agreement and thereafter for a further period of 5 (five) years from the date of its termination or expiry of the
Relationship.

10. Governing Authority: You agree that the laws of India shall govern the interpretation and enforcement of this
Agreement and the provisions of the Indian Arbitration and Conciliation Act, 1996, shall govern all disputes under
this Agreement. The venue for arbitration will be New Delhi. The sole arbitrator shall be appointed by the Company.
The language of arbitration shall be English. This Agreement shall be construed in accordance with and governed
by the Indian laws.

11. Remedies: Breaches of the confidential obligations or any of the above clauses and use restrictions provided
herein may cause substantial, immediate and irreparable damage to the Company for which monetary damages may
be claimed from the Employee. Further remedy as appropriate including injunctive relief from any court of
competent jurisdiction may also be taken by the Company

12. Completeness of Agreement: This Agreement, together with Exhibit A (if any) attached hereto and hereby
incorporated herein, constitute the final, complete and exclusive agreement of the Parties relative to the subject
matter hereof and supersedes all prior and contemporaneous understandings and agreements relating to its subject
matter. This Agreement may not be changed, modified, amended or supplemented except by a written instrument
signed by both Parties.

13. Successors and Assigns: The Parties' rights and obligations under this Agreement will bind and inure to the
benefit of their respective successors, heirs, executors and administrators and permitted assigns. Neither Party shall
assign or delegate its obligations under this Agreement either in whole or in part without the prior written consent
of the other Party.

OHHPL
Registered office: Ground Floor-001, Mauryansh Elanza, Shyamal Cross Road, Near Parekh Hospital, Satellite, Ahemdabad.-380015
Corporate Office : Capital Cyber Space Ullahwas Sector 59,Gurugram Haryana 122102 Phone 080 100 444 66
Email : contactus@oyorooms.com CIN: U63090GJ2012PTC107088
14. Miscellaneous a. If any provision of this Agreement is found by a proper authority to be unenforceable, that
provision shall be severed and the remainder of this Agreement will continue in full force and effect. b. Employee
shall not (i) issue a press release or make any other public statement that references this Agreement, or (ii) use the
Company's or its affiliates' name or trademarks for publicity or advertising purposes, except with the prior written
consent of the Company. c. Either Party's failure to require the other Party to comply with any provision of this
Agreement shall not be deemed a waiver of such provision or any other provision of this Agreement. This Agreement
supersedes all prior understandings between the Parties, written and oral, and may not be modified except by written
amendment executed by the Parties.

____________________________

Sk Arafat Hossain

OHHPL
Registered office: Ground Floor-001, Mauryansh Elanza, Shyamal Cross Road, Near Parekh Hospital, Satellite, Ahemdabad.-380015
Corporate Office : Capital Cyber Space Ullahwas Sector 59,Gurugram Haryana 122102 Phone 080 100 444 66
Email : contactus@oyorooms.com CIN: U63090GJ2012PTC107088