DISTRIBUTION AGREEMENT

THIS DISTRIBUTION AGREEMENT is entered into on this 24 Feb 2016 (the “Agreement”) by and between:
Shelton Rezidora company incorporated and existing under the laws of Pakistan, having its registered Office;
University Road, opp Total Parco Peshawar Pakistan. (herein after referred to as the “Hotel”, which
expression shall where the context permits include its successors-in-interest, liquidators and permitted
assigns); and Global Reservations, a company incorporated and existing under the laws of Pakistan, having its
registered office at 35 B, Block-2 P.E.C.H.S P.O.Box 75400, Karachi (hereinafter referred to as the
“Distributor”, which expression shall where the context permits include its successors-in-interest, liquidators
and permitted assigns).

(The Hotel and the Distributor are hereinafter collectively referred to as the “Parties” and individually as a
“Party”).

WHEREAS the Distributor operates an online accommodation reservation system through which participating
hotels can make their rooms available for reservation and through which visitors can make reservations at such
hotels (the “Service”);

AND WHEREAS the Hotel owns and maintains a hotel and rents out rooms to visitors and is desirous of getting
itself listed on the Distributor’s website (the “Website”) and availing certain distribution services from the
Distributor, which includes marketing and sales promotion of the Hotel, and the Distributor has agreed to list the
Hotel on the Website through which visitors can avail the Services and provide marketing and sales promotion of
the Hotel as per the terms and conditions set down in this Agreement;

NOW, THEREFORE, in consideration of the promises and mutual covenants and agreements between the
Parties here in after contained and for other good and valuable consideration, the Parties agree
as follows:

1. SCOPE OF AGREEMENT

1.1. The Hotel hereby appoints and grants the Distributor the right to sell room reservations of the Hotel on
the Hotel’s behalf through the Website as per the then current “Price List” (Schedule A attached hereto)
for rooms provided by the Hotel to the Distributor. Any changes to the Price List shall be communicated
by the Hotel to the Distributor at least three (3) business days prior to such change coming into effect.

1.2. When a booking for a room at the Hotel is made by a visitor through the Website (the “Guest”), the
Distributor shall be responsible for the transmission of the relevant reservation details from the Guest
who has made the booking to the Hotel. Such details shall include the name of the Guest, date of arrival,
number of night’s stay, room type, etc. Upon receipt of the said information, the Hotel shall forthwith
provide a confirmation in writing to the Distributor verifying that the room requested by the Guest is
available on the required dates (“Confirmation Notice”). Failure on the part of the Hotel to provide the
Confirmation Notice within the time prescribed shall entitle the Service Provider to terminate this
Agreement and delist the Hotel from the Website.
1.3. The Distributor shall be responsible for charging the Guest for the room through cash, credit card or such
other manner as solely determined by the Distributor, as pet the latest Price List. The total amount
payable by the Guest for a room or rooms booked with the Hotel through the Website shall be referred to
as the “Total Amount”. In the event the Confirmation Notice is not received by the Distributor from the
Hotel within the above mentioned prescribed time period or the Hotel notifies the Distributor of a non-
availability of the room(s) requested by the Guest, the Distributor shall reverse the payment transaction
and refund the Total Amount to the Guest.

1.4. Subject to successful receipt of the Confirmation Notice from the Hotel (as per Clause 1.2 above) and the
Total Amount from the Guest (as per Clause 1.3 above), the Distributor shall confirm the booking made by
the Guest with the Hotel by way of an email confirmation to be sent to the Guest and the Hotel. The Hotel
shall honour all room bookings made by Guests through the Distributor’s Website as notified by the
Distributor.

1.5. In consideration for the Distributor making available the Service for Guests for and on behalf of the Hotel,
the Hotel shall pay to the Distributor, and the Distributor will be entitled to retain, Fifteen Percent (15%)
of the Total Payable Amount (the “Service Fee”). The Distributor shall transfer the Total Payable Amount
received from Guests to the Hotel after deduction of the Service Fee within a period of fifteen (15)
business days from the date of receipt thereof. For the avoidance of doubt, the Service Fee will also be
charged in the event of overbooking or a no-show or a charged cancellation (cancellation in violation of
the free cancellation policy of the Hotel). Where, during the course of this Agreement, any amount
becomes payable by the Hotel to the Distributor, the Hotel shall immediately provide a bank guarantee to
the Distributor for the said amount, such guarantee to be released by the Distributor upon receipt of such
amount being paid by the Hotel to the Distributor in full.

1.6. The Hotel shall be responsible for informing the Distributor about applicable taxes (national,
governmental, provincial, state, municipal or local), fees, charges and levies (and any changes thereof)
which will be charged to the guest upon check-out (to the extent that such other taxes, fees and levies
can be reasonably calculated upfront without further information).

1.7. The Distributor shall use its best efforts to market and promote the Hotel on its Website. For this purpose
the Hotel shall provide information relating to the Hotel to the Distributor including but not limited to
pictures, photos and descriptions of the Hotel, its amenities and services and the rooms available for
reservation, details of the rates (including all applicable taxes, levies, surcharges, fees and costs of any
other nature and/or any other head) and availability and cancellation and no-show policies and other
policies and restrictions (the “Hotel Information”) and shall in this respect comply with formats and
standards provided by the Distributor (if any). The Hotel Information provided by the Hotel shall be
correct, accurate and up-to-date in all respects and the Hotel shall ensure that it provides / makes
available to the Guests all such services and amenities stated by the Hotel, whether as part of the Hotel
Information or otherwise. The Hotel Information shall not contain any contact information such as
telephone or fax numbers, email or Skype addresses, etc., with direct references to the Hotel or its
website, or to websites of third parties. The Distributor reserves the right to edit or exclude any
information on becoming aware that it is incorrect or incomplete or in violation of the terms and
conditions of this Agreement. The Hotel undertakes that it shall not make available details of the rates of
the Hotel rooms and/or facilities (including all applicable taxes, levies, surcharges, fees and costs of any
other nature and/or any other head) or any contact information such as telephone or fax numbers, email
or Skype addresses, etc., on its own website unless such product information has been specifically
requested from by a potential guest upon a reservation being made. The Distributor shall be entitled to
carry out routine checks to ensure that the Hotel is in compliance with all its obligations as stated in this
Agreement.
1.8. The Hotel represents and covenants that the Hotel Information shall at all time be true, accurate and not
misleading. The Hotel is at all times responsible for a correct and up-to-date statement of the Hotel
Information, including additional availability of rooms for certain periods or any extraordinary (material
adverse) events or situations (e.g. renovation, construction at or near the facility or any other incident
that would in the reasonable opinion of the Hotel impact the comfort or convenience of the Guests during
their stay with the Hotel).

1.9. The information provided by the Hotel for the Website shall remain the exclusive property of the Hotel
provided that the Distributor will be fully entitled and authorised to sell, distribute, transmit, disseminate,
and otherwise use any information provided by the Hotel to any third party (ies), either directly or
indirectly, without the permission of the Hotel. Information provided by the Hotel may be
edited or modified by the Distributor and subsequently be translated into other languages, whereas the
translations shall become the exclusive property of the Distributor. The edited and translated content
shall be for the exclusive use by the Distributor on the Website and shall not be used (in any way or form)
by the Hotel for any other distribution or sales channel or purposes without the prior consent in writing of
the Distributor.

1.10. If applicable, the Hotel commits itself to make available a minimum number of rooms available for sale via
the Distributor’s Website, as set out in Schedule B here to (the “Minimum Allocation”). The Distributor
may however request the Hotel to provide additional availability of rooms for certain periods from time to
time based on increase in demand.

1.11. The Hotel shall provide the Distributor with the rate and availability parity for its accommodation
(“Parity”). Rate Parity means the same or better rates for the same hotel, same room type, same dates,
same bed type, same number of guests, same or better restrictions and policies such as breakfast,
reservation changes and cancellation policy as are available on the Hotel’s websites or call-centres
(including the customer reservation system), or directly at the Hotel, with any competitor of the
Distributor (which includes any online or offline reservation or booking agency or intermediary) and/or
with any other (online or offline) third party that is a business partner of or in any other way related with
or connected to the Hotel. Availability Parity means that the Hotel shall provide the Distributor with such
availability (i.e. rooms available for booking at the Website) that are at least as favourable as those
provided to any competitor of the Distributor (which includes any online or offline reservation or booking
agency or intermediary) and/or with any other (online or offline) third party that is a business partner of
or in any other way related with or connected to the Hotel.

1.12. Complaints or claims in respect of (the products or service offered, rendered or provided by) the Hotel or
specific requests made by Guests are to be dealt with by the Hotel, without mediation by or interference
of the Distributor. The Distributor is not responsible for and disclaims any liability in respect of such claims
from the Guests. The Distributor may at its sole discretion offer customer support services to a Guest or
act as intermediate between a Hotel and a Guest or otherwise assist a Guest in its communication with or
actions against a Hotel however shall not be obligated to do so.

1.13. The Hotel shall ensure that it provides Guests with the rooms booked through the Distributor and in the
event that the Hotel is not able to meet its obligations under this Agreement for any reason whatsoever,
the Hotel shall promptly inform the Distributor. The Hotel will use its best endeavours to procure
alternative arrangements of equal or superior quality at its own expense. In the event that no room is
available on arrival of the Guest, the Hotel will (i) find suitable alternative accommodation of an equal or
better standard to the Hotel holding the Guest‘s guaranteed booking at the same rate at which the
booking had been originally made by the Guest in the Hotel through the Website; and (ii) provide free
transportation to the alternative hotel for the Guest and other members of the Guest’s party who are
listed in the Guest’s guaranteed booking. The Distributor shall under no circumstances be liable and/or
responsible to the Guests for a failure on the part of the Hotel to fulfil any of its obligations towards the
 Guest or in the event the Hotel Information, services and/or amenities listed as being available at the
Hotel, is inaccurate or not available.

2. DISTRIBUTOR’S RIGHTS AND OBLIGATIONS

2.1. The Hotel hereby grants the Distributor a royalty free and worldwide right and license (or sublicense as
applicable) (a) to use, reproduce, have reproduced, distribute, sublicense, communicate and make
available in any method and display those agreed upon elements of the Intellectual Property Rights of the
Hotel as provided to the Distributor by the Hotel pursuant to this Agreement and which are necessary for
the Distributor to exercise its rights and perform its obligations under this Agreement; and (b) to use,
reproduce, have reproduced, distribute, sublicense, display and utilize (including without limitation to
publicly perform, modify, adapt, communicate, reproduce, copy and make available to the public in any
manner whatsoever) the Hotel Information.

For the purposes of this Agreement, “Intellectual Property Right” means and includes the Hotel
Information, any patent, copyright, inventions, database rights, design rights, registered design, trade
mark, trade name, brand, logos, service mark, know-how, utility model, unregistered design or, where
relevant, any application for any such right, know-how, trade or business name, domain name (under
whatever extension) or other similar right or obligation whether registered or unregistered or other
industrial or intellectual property right subsisting in any territory or jurisdiction in the world.

2.2. The Distributor may sublicense, make available, disclose and offer the Hotel Information (including the
relevant Intellectual Property Rights) of the Hotel and special offers made available by the Hotel on the
Website and all such further rights and licenses set out in this Agreement via or in collaboration with (the
websites of) affiliated companies and/or third parties (the “Third Party Websites”).

2.3. In no event shall the Distributor be liable to the Hotel for any acts or omissions on the part of any Third
Party Websites. The sole remedy for the Hotel in respect of such Third Party Websites is to request the
Distributor (which has the right and not the obligation) to (i) disable and disconnect with such Third Party
Website, or (ii) remove the Hotel (including the Hotel Information) from such Third Party Website, all in
accordance with the terms of this Agreement.

2.4. The Distributor shall market and promote the Hotel on its Website, or in any other mode and manner, as
it sees fit in its sole and complete discretion.

3. REPRESENTATIONS AND WARRANTIES

3.1. The Hotel represents and warrants to the Distributor that for the term of this Agreement: (a) the Hotel
has all necessary rights, power and authority to use, license, sub-license and have the Distributor make
available on the Website the Intellectual Property Rights in respect of, as set out or referred to in the
Hotel Information made available on the Website; (b) the Hotel holds and has complied with all permits,
licenses and other governmental authorisations necessary for conducting, carrying out and continuing its
operations and business, and (c) the price for the rooms advertised on the Websites correspond to the
best available price for an equivalent stay with a relevant Hotel and a better price cannot be obtained by a
Guest making a reservation with the Hotel directly or via another (third) party or via another medium or
channel.
3.2. Each Party represents and warrants to the other Party that for the term of this Agreement: (a) it has the
full corporate power and authority to enter into and perform its obligations under this Agreement; (b) it
has taken all corporate action required by it to authorise the execution and performance of this
Agreement; (c) this Agreement constitutes legal valid and binding obligations of that Party in accordance
with its terms, and (d) each Party shall comply with all applicable governmental laws, codes, regulations,
ordinances and rules of the country, state or municipal under which law the relevant Party is incorporated
with respect to the products (to be) offered and/or services (to be) rendered by such Party.

3.3. Except as otherwise expressly provided in this Agreement, neither Party makes any representations nor
warranties, express or implied, in connection with the subject matter of this Agreement and hereby
disclaims any and all implied warranties, including all implied warranties of merchantability or fitness for a
particular purpose regarding such subject matter.

3.4. The Distributor disclaims and excludes any and all liability in respect of the Hotel that is related to any
(temporary and/or partial) breakdown of the Website.

4. INDEMNIFICATION AND LIABILITY

4.1. Each Party (the “Indemnifying Party”) shall be liable towards and compensate, indemnify and hold the
other Party (the “Indemnified Party”) harmless for and against any direct damages, losses (excluding
any loss of production, loss of profit, loss of revenue, loss of contract, loss of or damage to goodwill or
reputation, loss of claim or any special, indirect or consequential losses and/or damages), liabilities,
obligations, costs, claims, claims of any kind, interest, penalties, legal proceedings and expenses
(including, without limitation, reasonable attorneys’ fees and expenses) actually paid, suffered or incurred
by the Indemnified Party pursuant to (a) a breach of this Agreement by the Indemnifying Party, or (b) any
claim from any third party based on any (alleged) infringement of the third party's Intellectual Property
Right by the Indemnifying Party. Where a claim is successfully made by the Hotel against the Distributor
under this clause in respect of any specific transaction, the liability of the Distributor towards the Hotel
shall not exceed the total value of the specified transaction.

4.2. The Hotel shall fully indemnify, compensate and hold the Distributor harmless for and against any
liabilities, costs, expenses (including, without limitation, reasonable attorneys’ fees and expenses),
damages, losses, obligations, claims of any kind, interest, penalties and legal proceedings paid, suffered or
incurred by the Distributor in connection with: (a) any and all claims made by Guests concerning
inaccurate, erroneous or misleading information of the Hotel on the Website; (b) any and all claims made
by Guests concerning a stay in the Hotel, overbooking or (partly) cancelled or wrong reservations; and (c)
any and all other claims from Guests which are wholly or partly attributable to or for the risk and account
of the Hotel (including claims related to (lack of) services provided or product offered by the Hotel) or
which arise due to tort, fraud, wilful misconduct, negligence or breach of contract (including the Guest
reservation) by or attributable to the Hotel in respect of a Guest or its property.

4.3. In the event of a third party claim, Parties shall act in good faith and use their commercially reasonable
efforts to consult, cooperate and assist each other in the defence and/or settlement of such claim,
whereas the Indemnifying Party shall be entitled to take over a claim and assume the defence (in
consultation and agreement with the Indemnified Party and with due observance of both Parties'
interests), and neither Party shall make any admission, file any papers, consent to the entry of any
judgment or enter into any compromise or settlement without the prior written consent of the other
Party (which shall not unreasonably be withheld, delayed or conditioned).

4.4. Each Party acknowledges that remedies at law may be inadequate to protect the other Party against any
breach of this Agreement and without prejudice to any other rights and remedies otherwise available to
the other Party, each Party will be entitled to injunctive relief and specific performance.
5. TERM, TERMINATION AND SUSPENSION

5.1. Unless agreed otherwise, this Agreement shall commence on the date hereof and be effective for a period
of [] year(s). Unless terminated by either Party with due observance of a notice period of [thirty (30)]
days, it shall continue thereafter for an indefinite period of time until terminated by either Party on not
less than [thirty (30)] days written notice to the other Party.

5.2. Each Party may terminate this Agreement or suspend this Agreement in respect of the other Party, with
immediate effect and without a notice of default being required in case of: (a) a material breach by the
other Party of any term of this Agreement (e.g. delay of payment, insolvency, breach of rate parity
guarantee, the provision of wrong information or receipt of a significant number of Guest complaints,
etc.); or (b) bankruptcy or suspension of payment in respect of the other Party.

5.3. Notwithstanding the termination of this Agreement, the Hotel shall honour outstanding reservations for
Guests made through the Distributor’s Website before the effective date of termination of this Agreement
and the Distributor shall be entitled to all such Service Fee due on those reservations in accordance with
the terms of this Agreement.

5.4. The Distributor is entitled to immediately suspend its services (including the display of or availability of
Hotel or the relevant reservation tool on the Website) to or in respect of a Hotel in any of the following
events: (a) the Hotel fails to pay any amount due to the Distributor on or before the due date; (b) the
Hotel provide incorrect or misleading Hotel Information to the Distributor; (c) the Hotel fails to accept a
reservation at the price shown on a 
reservation; (d) the Distributor receives one or more legitimate
5.5. and serious complaint(s) from one or more guest(s) who made reservations with the Hotel; or (e) the
Hotel refuses to agree to any reasonable revision to any term of this Agreement.

5.6. Upon termination and save as set out otherwise, this Agreement shall absolutely and entirely terminate in
respect of the terminating Party and cease to have effect without prejudice to other Party’s rights and
remedies in respect of an indemnification or a breach by the other (terminating) Party of this Agreement.

5.7. Sections 3, 4, 6 and 7 of this Agreement shall survive termination.

6. CONFIDENTIALITY

6.1. The Parties understand and agree that in the performance of this Agreement, each Party may have access
to or may be exposed to, directly or indirectly, confidential information of the other party (the
“Confidential Information”). Confidential Information includes Guest data, transaction volume, marketing
and business plans, business, financial, technical, and operational and such other non-public information
that either a disclosing party designates as being private or confidential or of which a receiving party
should reasonably know that it should be treated as private and confidential.

6.2. Each Party agrees that: (a) all Confidential Information shall remain the exclusive property of the
disclosing party and receiving party shall not use any Confidential Information for any purpose except in
furtherance of this Agreement; (b) it shall maintain, and shall use prudent methods to cause its
employees, officers, representatives, contracting parties and agents (the “Permitted Persons”) to
maintain, the confidentiality and secrecy of the Confidential Information; (c) it shall disclose Confidential
Information only to those Permitted Persons who need to know such information in furtherance of this
Agreement; (d) it shall not, and shall use prudent methods to ensure that the Permitted Persons do not,
copy, publish, disclose to others or use (other than pursuant to the terms hereof) the Confidential
 Information; and (e) it shall return or destroy all copies of the Confidential Information upon written
request of the other Party, whichever form such Confidential Information exists in.

6.3. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it:
(a) it is or becomes part of the public domain through no act or omission on the part of the receiving
party; (b) is disclosed to the receiving party by a third party having no obligation of confidentiality with
respect thereto; or (c) is required to be disclosed by such Party pursuant to law, court order, subpoena or
governmental authority.

7. MISCELLANEOUS

7.1. The Hotel will not be entitled to assign, transfer, and encumber any of
its rights and/or the obligations
under this Agreement without the prior written consent of the Distributor.

7.2. All notices and communications must be in English, in writing, and sent by facsimile or nationally
recognized overnight air courier to the applicable facsimile number or address set out in the Agreement.

7.3. This Agreement (including the schedules, annexes and appendixes, which form an integral part of this
Agreement) constitutes the entire agreement and understanding of the Parties with respect to its subject
matter and replaces and supersedes all prior agreements, arrangements, binding or non-binding offers,
undertakings or statements regarding such subject matter (including vis-à-vis the Hotel).

7.4. If any provision of this Agreement is or becomes invalid or non- binding, the Parties shall remain bound by
all other provisions hereof. In that event, the Parties shall replace the invalid or non- binding provision by
provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the
invalid or non-binding provision, given the contents and purpose of this Agreement.

7.5. The laws of Pakistan shall govern this Agreement. Save as set out otherwise in this Agreement, any
disputes arising out or in connection with this Agreement shall exclusively be submitted to and dealt with
by the competent courts in Karachi, Pakistan.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized officers as
of the date and year indicated above.

Distributor: Hotel:

Name: Mr. Shadab Hasan Name: Mr. Beeram Abbas

Position: GM Finance Position: Marketing Manager
Telephone: +92-21-34306656 Telephone: 091-5701201-06
Fax: +92-21-34306654 Fax:
Email: Shadab@travelport.com.pk Email:

Signature: Mr. Shadab Hasan Signature: Mr. Beeram Abbas