MASTER RENT AGREEMENT

This Master Rent Agreement (hereinafter referred as “this Agreement”) is made on this [ ] day of [ ] between:

OPC ASSET SOLUTIONS PRIVATE LIMITED_____________________________________,(CIN______________________) a

company incorporated under the Companies Act, 1956, as amended (“Companies Act”), having its Corporate Office at 202- A Wing,
2nd Floor, Natraj By Rustomjee, 194 M V Road, Andheri East, Mumbai -
400069__________________________________________________ and registered office at Door No.5, 7th Floor, Alsa Tower
No.186/187, Poonamallee High Road, Kilpauk, Chennai - 600010, Tamil
Nadu_______________________________________________________________________________________
(“OPCOWNER”, which expression shall include its successors and assigns); and

[____________________________ ](CIN________________________) a company incorporated under the Companies Act,____ as

amended (“Companies Act”) with its registered office at [_____________________ ] (the “Renter”, which expression shall include its
successors and permitted assigns).

“OPCOWNER” and “Renter” shall be collectively referred to as the “Parties” and individually as a “Party”.

W I T N E S S E T H:

WHEREAS, OPCOWNER and the Renter desire to set forth the general terms and conditions pursuant to which OPCOWNER may let
to the Renter, and the Renter may take on rent from OPCOWNER, certain goods from time to time.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable
consideration, the receipt, sufficiency, and adequacy of which is hereby jointly acknowledged and confirmed, OPCOWNER and the
Renter, intending to be legally bound, hereby contract and agree as follows:

Under this master agreement, OPCOWNER agrees to let, and the Renter agrees to take on rent, on the terms and subject to the
conditions set out below and in the Schedule, the goods (the “Goods”) described in paragraph 1 of the Schedule.

1. Definitions.

1.1 “Affiliate” means, as to any entity, any other entity that, directly or indirectly, Controls, is Controlled by or is under common
Control with such entity and the parent or subsidiary of any such entity, and “Control” and its cognate expressions mean,
with respect to any entity, the possession, directly or indirectly, of the power to direct or cause the direction of the
management and policies of such entity, whether through the ownership of voting securities (or other ownership interest), by
contract or otherwise.

1.2 “Business Day” means, any day other than a Saturday, Sunday or any public holiday in the city of Mumbai (public holiday
for this purpose shall mean a day declared as public holiday as per Section 25 of Negotiable Instruments Act, 1881)

1.3 “Goods” shall include each and every component part, record, log book, manual and handbook for them, and all
replacements and renewals of, additions to and substitutions for the Goods from time to time made shall form an integral
part of the Goods and shall become the property of OPCOWNER and be subject to this Agreement. For the avoidance of
any doubt, any information technology related Goods shall include software, peripheral and ancillary devices, keys, codes,
password, licenses, storage media or any other product or information required for the use of the relevant Goods or
accessing any information stored therein or required in relation thereto.

1.4 “Schedule” means any schedule substantially in the form attached as Exhibit 1 to this Agreement from time to time made
subject to this Agreement. This Agreement and each Schedule shall form a separate agreement for renting of such of the
Goods as are described in such schedule upon the terms and subject to the conditions contained in such schedule and this
Agreement, but so that any breach of the provisions of any such agreement shall be deemed to be a breach of all such
agreements then in force between the parties hereto.

2. Term and rentals.

2.1 Subject to Section 2.3, the term of the renting (the “Renting Term”) and the rentals shall be as set out in paragraph 2 of the
Schedule. So long as the Renter is neither in default in the payment of any sum of money payable nor is in breach of any
of the covenants on its part to perform in this Agreement, it may peaceably hold and enjoy quiet possession of the Goods
for the Renting Term. For the avoidance of any doubt, the Renter only has a right to use the Goods, provided the terms and
conditions of this Agreement are satisfied. This Agreement does not give the Renter any option or right, and the Renter shall
have no option or right, to purchase or become the owner of the Goods at any point in time. The Goods shall be returned
to OPCOWNER on the expiry of the Renting Term or otherwise on the determination of the renting for any reason.

2.2 If the parties so agree, the Renting Term for any Goods rented under this Agreement may be deemed to commence on a
date prior to the date of execution by both parties of a Schedule in respect of such Goods. In such situation, the obligation
to pay rentals and other amounts payable under this Agreement shall be deemed to commence on the date the Renting

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 Term is deemed to commence. The rentals and other amounts payable in respect of any period prior to the date of execution
of the relevant Schedule shall be paid by the Renter to OPCOWNER on the date the relevant Schedule is executed. Such
rentals and other amounts shall be paid on the basis set forth in this Agreement and the relevant Schedule.

2.3 The parties agree that if the Renter desires any renting to end on the expiry of the Renting Term, then, at least 180 Business
Days prior to the expiry of the relevant Renting Term, the Renter shall give a written notice to OPCOWNER of its desire to
bring the relevant renting to an end on the expiry of the relevant Renting Term and return the relevant Goods to
OPCOWNER on the expiry of such Renting Term. Such notice shall explain in detail the procedure that the Renter will follow
to return the Goods to OPCOWNER on the expiry of the relevant Renting Term. If no such notice is received by OPCOWNER
within the prescribed period, or if any such notice is received but the Goods are not returned on the expiry of the relevant
Renting Term in accordance with this Agreement, then, the relevant Renting Term shall be deemed extended for further
periods of one year on the same terms & conditions and the customer shall pay Rental Amount until any such term is
terminated with a proper 180 Business Days prior written notice. For purpose of this Section 2.3, Rental Amount shall be
calculated as the sum of all rental payments over the Renting Term divided by the period of Renting Term. Each such
extended term will be deemed as a fresh renting term, and all the terms and conditions shall apply to each such extended
term as well, subject to the additional condition that the OPCOWNER may terminate any such extended Renting Term at
any time by giving a written notice to the Renter. OPCOWNER may exercise such right to terminate any extended Renting
Term for any reason or no reason. For the avoidance of doubt, any extension in the Renting Term stipulated by this Section
2.3 shall be subject to OPCOWNER’s right to terminate this Agreement or any renting on the occurrence of any event
described in Section 6.2.

2.4 The rental installments are payable quarterly in advance, as applicable, on each payment date which shall commence on
the 1st day of every calendar quarter month beginning or calendar quarter as the case may be, i.e., in the case of calendar
quarters, on the 1st day of January, April, July and October

2.5 In the event the Commencement Date is not the same as the Payment Date, the Renter shall pay one ninetieth of the rent
multiplied by the number of days from the Commencement date up to the Payment date.

3. Renter’s covenants.

The Renter (and if the Renter comprises more than one person, each such person jointly and severally) agrees:

3.1 Payment

to pay punctually and without demand, deduction, counterclaim or set-off to OPCOWNER or raise any defences or claims that
would reduce the Rentals paid to OPCOWNER at its address given above or to its order the rentals (as set out in paragraph 2
of the Schedule) plus applicable taxes [including, goods & service tax (GST), if applicable)] and levies (as set out in Section
10.7 below) and all other sums due from the Renter to OPCOWNER hereunder at the time specified for such payment in
this Agreement or the Schedule. In respect of any sums payable under this Agreement, time shall be of the essence and that
a condition of this Agreement is that failure to pay any sums within five Business Days after the due date shall be a
repudiation of this Agreement. All sums shall be paid by the Renter by banker’s cheque drawn in favor of OPCOWNER or
its assignee and payable at par, or by way of standing instruction Real Time Gross Settlement (RTGS) transfer or in any
other manner as may be specified in the relevant Schedule or as may otherwise be mutually agreed in writing between the
parties. The Renter’s obligation to pay rentals and other sums payable under this Agreement is absolute, unconditional and
irrevocable, regardless of the state, condition or use of the Goods rented hereunder.

3.2 Inspection and delivery

3.2.1 to obtain and accept delivery of the Goods on OPCOWNER’s behalf as its agent from the supplier thereof at the Renter’s
sole cost and expense and to provide to OPCOWNER, promptly after the delivery of the Goods, evidence of such delivery,
and to ensure that the Goods are properly installed in accordance with the instructions of the manufacturers and the best
industry practices.

3.2.2 to pay all shipping, transportation and installation charges and other expenses incurred in connection with the shipping,
transportation and installation of the Goods.

3.2.3 to inspect the Goods upon delivery of the Goods to the Renter and to notify OPCOWNER immediately in writing of any
defect in the Goods, provided that if no such notification is given, it shall be conclusively presumed that the Goods are
complete and in good order and condition and fit for the purpose for which they are required and in every way satisfactory
to the Renter.

3.2.4 to allow OPCOWNER or it’s duly authorized agent or representative, upon reasonable notice, at any time, access to inspect
and verify the Goods and any records, logbook, manual or handbook forming part of the Goods.

3.3 Use of the Goods

3.3.1 to use the Goods in a skillful and proper manner and in accordance with any operating instructions issued for them, and to
ensure that the Goods are operated and used by properly skilled and trained personnel.
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3.3.2 to keep the Goods, at its own expense, and at all times, in good repair, condition and working order, properly serviced
and maintained and at its own cost and expense to obtain and fit all such new parts as shall from time to time be required,
and if the Goods comprise computer hardware or peripheral equipment, the Renter hereby agrees to enter into and
throughout the Renting Term to maintain an agreement (the terms of which shall be subject to the prior approval of
OPCOWNER) with the manufacturers of the Goods or any other entity acceptable to OPCOWNER for the maintenance of
the Goods in accordance with the manufacturer’s standards or standard industry practices. The Renter agrees that (subject
to Section 3.5 below), if any part of the Goods are destroyed, damaged or lost, the Renter shall, at the Renter’s cost and
expense, repair and replace such Goods with replacements in such condition as to comply in all respects with the terms of
this Agreement. Such replacements shall always be such as are acceptable to OPCOWNER.

3.3.3 to make no alterations to the Goods. The Renter shall not remove any existing component from the Goods, unless it is
replaced immediately (or if removed in the ordinary course of maintenance and repair, as soon as practicable) by the same
component or by one or a like make and model to the removed component or an improved or advanced version of it.

3.3.4 to provide throughout the Renting Term, all duly licensed computer software programs or any consumable items that are
necessary or desirable for the use and operation of the Goods.

3.3.5 to carry out or to procure that there shall be carried out all of OPCOWNER’s obligations relating to the preparation of the
Specified Location as defined in Section 3.6 below and the installation and acceptance of the Goods contained in the
contract under which OPCOWNER acquires the Goods.

3.3.6 to keep or procure to be kept throughout the Renting Term, accurate, complete and current records of all use, operation,
maintenance, servicing, repairs and replacements carried out to the Goods.

3.3.7 to obtain, effect and keep effective, all permissions, licenses and permits and to pay all rates, rents, taxes and charges,
which may from time to time be required in connection with the business of the Renter, the Goods and their use, the premises
where they are from time to time situated or kept, this Agreement and the purchase, ownership, delivery, leasing, possession,
operation, import from or export to any country, any return or other disposition of the Goods, or upon the rentals receipts
or earnings arising from them, including interest and penalties (other than income tax charged on the profits or taxable
gains of OPCOWNER), and to comply with all statutory and other obligations of all kinds in relation to the Goods and the
use of them, and at its own cost and expense, to add to or install with the Goods any safety or other equipment required
by any applicable law or regulation to be so added or installed for the use or operation of the Goods, and to protect the
Goods against distress, execution or seizure, and to indemnify OPCOWNER from and against all losses, charges, damages
and liabilities however incurred or suffered by OPCOWNER by reason of failure by the Renter to comply with any of the
above.

3.3.8 for the purposes of Indian taxation and irrespective of the accounting treatment to be adopted by the Renter, the Renter is
not entitled to claim capital allowances on the Goods

3.4 Insurance

3.4.1 to insure the Goods at the Renter’s sole cost and expense and keep the Goods insured throughout the Renting Term (in the
name of OPCOWNER or as directed by OPCOWNER ) for their full market value against all risks on a comprehensive
policy, without restriction or excess

3.4.2 to insure OPCOWNER (or as directed by OPCOWNER) as the assured against all liability to third parties for death,
personal injury and damage to or loss of property arising, directly or indirectly, out of the use, possession or operation of
the Goods, and in the event the Goods comprise motor vehicles or any hazardous substances, all other risks covered by
relevant statutory enactments, in each case, for such amount as OPCOWNER may stipulate from time to time, or in the
absence of any such stipulation, for such amount as is prudent in all the circumstances or as required by applicable statute,
each such policy to provide that any payment made under it be made directly in or towards satisfaction of the claim in
respect of which such payment is made.

3.4.3 to pay punctually all premiums due for each such insurance, and to produce to OPCOWNER, on request, the policy or policies
together with evidence of payment of the premiums. The Renter agrees that OPCOWNER may effect the insurance referred
to in this Section 3.4 if the Renter has failed to do so (though OPCOWNER is not under any obligation to do so) and to
reimburse OPCOWNER, on demand, the cost and expenses of so doing. Further, the Renter shall ensure and procure that
OPCOWNER is duly recorded in all insurance policies as the owner of the Goods, with the Renter being described only as
a Renter of the relevant Goods.

3.5 Total loss

3.5.1 if there is a total loss or constructive loss or arranged total loss (in this Agreement referred to as a “Total Loss”) of the Goods,
the Renter shall, at the Renter’s cost and expense, replace such Goods with replacements as are reasonably acceptable to
OPCOWNER, or, if OPCOWNER so requires, immediately after the occurrence giving rise to such Total Loss (or on such later
date as OPCOWNER may agree), the Renter shall pay to OPCOWNER an amount equal to the sum calculated under the
provisions of Section 7 below as if OPCOWNER had lawfully terminated the renting of the Goods under Section 6 below
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 on the date of such Total Loss, less, from the amounts so calculated under the provisions of Section 7 below, the amount of
the insurance money (if any) that has already been received by OPCOWNER under the policy or policies maintained in
compliance with Section 3.4.1, provided that:

3.5.1.1 such sum shall be paid together with interest on it calculated in accordance with Section 8 below from the date of
such Total Loss until the date of payment; and

3.5.1.2 such sum shall be paid together with residual value of the relevant Goods, which shall be calculated in accordance
with Section 3.8.2; and

3.5.1.3 where the Goods are replaced to the satisfaction of OPCOWNER, OPCOWNER shall handover to the Renter any
insurance proceeds that it receives in respect of the Goods that were the subject matter of Total Loss, provided
that the Renter shall have duly insured the replaced Goods.

The Renter recognizes that OPCOWNER has special value and interest in the Goods and the primary remedy for
OPCOWNER on the occurrence of any loss or damage to the Goods, including on the occurrence of Total Loss, shall be
replacements of the destroyed or damaged Goods with similar Goods that are acceptable to OPCOWNER. In case of a
Total Loss, at the sole discretion of OPCOWNER, OPCOWNER may consider accepting payment as described in this
Agreement in lieu of replacement. The Renter further agrees that regardless of any Total Loss, the Renter shall continue to
pay to OPCOWNER rent from the commencement of the Renting Term and through the time the Goods are replaced and
returned to OPCOWNER in accordance with this Agreement or all amounts payable to OPCOWNER in respect of the
relevant Goods have been duly paid.

3.5.2 if loss or damage occurs that does not amount to a Total Loss to the Goods:

3.5.2.1 immediately notify OPCOWNER;

3.5.2.2 make good such loss or damage such that the Goods are restored, to the complete satisfaction of OPCOWNER,
to the same condition in which they were at the time of the relevant occurrence; and
3.5.2.3 at the Renter’s expense, immediately to assign to OPCOWNER, all the Renter’s rights, benefits and claims, if any,
under any relevant policy of insurance.

3.5.3 to be solely responsible for, and indemnify OPCOWNER in respect of, all loss or damage to the Goods (in so far as
OPCOWNER shall not be reimbursed by the proceeds of insurance in respect thereof), howsoever caused, occurring at any
time or times before physical possession of them is retaken by OPCOWNER.

3.6 Dealings with or affecting the Goods

3.6.1 to keep the Goods in its own possession at the location (the “Specified Location”) stated in paragraph 1 of the Schedule (or
at such other location(s) as OPCOWNER may agree) and in compliance with any policy of insurance affecting the Goods,
and neither to sell or offer for sale, assign, mortgage, pledge, sublet, lend or otherwise deal with or dispose of the Goods,
nor to allow the creation of any charge or lien over them, nor without the prior written consent of OPCOWNER, to attach
the Goods to any land or premises so as to cause them to become a permanent or immoveable fixture on such land or
premises. The Renter agrees that if for any reason the location of the Goods is changed, the Renter shall immediately notify
OPCOWNER in writing of such change in the location of the Goods. Also, if any location where the Goods are kept or used
is owned or controlled by a third party or if any third party has any right, title or interest in or to such location, then Renter
shall enter into appropriate contracts with such third party to ensure that such third parties are notified of and recognize
OPCOWNER’s rights under this Agreement. The Renter shall ensure that OPCOWNER’s rights of access and other rights
under this Agreement are not impaired in any manner and, where required, a third party will recognize and allow such
rights to be enforced. Nothing contained herein shall be deemed to be OPCOWNER’s consent to keep the Goods in any
location other than a Specified Location or as agreed by OPCOWNER.

3.6.2 neither to sell, transfer, lease or otherwise dispose of, nor mortgage or charge, nor otherwise encumber any land or building
on or in which the Goods are kept, nor to agree to do any such thing, nor to agree to create any floating charge, unless the
Renter has prior to such event obtained waivers satisfactory to OPCOWNER excluding the Goods from its effect or unless
any such act does not affect the Goods in any way and is subject to the right of OPCOWNER to repossess the Goods at
any time (whether or not they or any part of them have become affixed to such land or building) and for that purpose to
enter upon such land or building and sever the Goods if affixed to it.

3.6.3 to ensure that if the Goods are or become affixed to any land or building they shall be capable of being removed without
material injury to such land or building and to take all necessary steps to prevent title to the Goods from passing to the
landlord of such land or building.

3.6.4 to repair and make good any damage caused by the affixation of the Goods to, or their removal from, any land or building
(whether such affixation or removal is effected by OPCOWNER or the Renter) and to indemnify OPCOWNER against all
loss, damage or liability it may incur or sustain as a result of such affixation or removal.

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3.7 Indemnity

3.7.1 to indemnify OPCOWNER against all loss, actions, claims, demands, proceedings (whether criminal or civil), costs, expenses
(including, without limitation, legal expenses) (on full indemnity basis), insurance premiums and calls, liabilities, judgments,
damages or other sanctions which arise out of, relating to, or may be payable by virtue of or by reason of:

3.7.1.1 the Renter’s failure to carry out its duties or obligations under this Agreement; or
3.7.1.2 any loss, injury or damage suffered by any person (including, without limitation, OPCOWNER) from the presence
of the Goods; or
3.7.1.3 the delivery, possession, leasing, transportation, condition, use, operation, removal or return of any of the Goods;
or
3.7.1.4 any sale or disposal of the Goods by OPCOWNER; or
3.7.1.5 any defect in the Goods or any reason relating to the design, manufacture, testing, maintenance or overhaul of
any of the Goods; or
3.7.1.6 OPCOWNER exercising any right in respect of the Goods or their ownership or renting or return or recovery
(including, without limitation, any damage or loss caused to any premises where the Goods are kept in exercising
such rights); or
3.7.1.7 any breach of the representations or warranties of the Renter set forth in this Agreement; or
3.7.1.8 any alleged breach of any intellectual property rights in connection with the use, ownership or possession of the
Goods; or
3.7.1.9 any liability that OPCOWNER may suffer or incur under any legislation or regulations related to direct or indirect
taxation arising by reason of the renting or use of Goods in the manner contemplated by this Agreement.

3.8 Return of the Goods

3.8.1 to deliver up the Goods serviced and maintained and in good repair and working order as provided in Section 3.3 at the
expiry of the Renting Term or upon earlier determination of this Agreement or the renting under it at such address in India
as OPCOWNER shall notify to the Renter, and if necessary, to allow the OPCOWNER, its agents or representatives access
to any premises where the Goods may be for the purposes of removing them, and at OPCOWNER’s sole request and as
its agent, to sell the Goods at the best price reasonably available and on such terms as OPCOWNER may require. Also,
for the avoidance of doubt, at the expiry of the Renting Term or upon earlier determination of this Agreement or any renting
arrangement under any Schedule to this Agreement, OPCOWNER shall have the right to enter the premises of the Renter
and seize the Goods, without the intervention of the court, and for this purpose the agents, servants or representatives of
OPCOWNER shall have the right to enter the Renter’s premises and seize, dismantle or repossess the Goods. Further,
OPCOWNER shall have the right to sell the Goods so seized, dismantled or repossessed by auction or private treaty.

3.8.2 if it is not possible for the Renter to return the Goods to OPCOWNER in accordance with Section 3.8.1, then, the Renter shall
immediately on expiration or of the Renting Term or upon early determination of this Agreement or the renting under it, at
the Renter’s costs and expense, deliver to OPCOWNER such replacement goods as are approved by OPCOWNER and are
of a similar nature to the Goods rented by the Renter. Also, OPCOWNER may, in its sole discretion, accept payment of an
amount equal to the residual value of the Goods instead of the delivery of the Goods or their replacement. A certificate
issued by OPCOWNER’s auditors as to the residual value of the Goods will be prima facie evidence of such value and any
such value will be binding on the parties. For the purposes of this Agreement, the residual value means the financial interest
which OPCOWNER acquires in the Goods at the commencement of the rentals under this Agreement and retains for the
duration of the Renting Term.

3.8.3 to deliver at the time of return all information and ancillary materials as are required for the use of the Goods. In relation
to all information technology related Goods, the Renter shall deliver to OPCOWNER, all software, manuals, peripherals,
ancillary equipment, storage medium, codes, passwords, keys and other information as may be required by OPCOWNER
(or any third person authorized by OPCOWNER) to use such Goods or access any information stored within or in relation to
such Goods. Further, the Renter hereby grants to OPCOWNER a royalty-free, worldwide and perpetual license, with a
further right to sub-license, to access and use any Renter’s software, firmware, and computer programs or data residing in
such Goods, including without limitation the right to prepare derivative works and distribute copies thereof. The Renter shall
notify OPCOWNER of any and all passwords, access codes, keys and other information that OPCOWNER may require to
enable OPCOWNER or any third person to use such Goods. Also, the Renter agrees that if any assignment of any third
party license or intellectual property rights is required to enable OPCOWNER or any third person authorized by
OPCOWNER to use and access such Goods, then, the Renter shall ensure that such assignment is made at the time of return,
at the Renter’s cost and expense.

3.8.4 The Goods shall not be deemed as returned until they have been duly decommissioned in accordance with the instructions
of the manufacturer or as required by OPCOWNER.

3.9 Accounting information

to keep OPCOWNER regularly informed of the financial progress of the Renter’s business, and upon OPCOWNER’s request, to supply
to OPCOWNER a copy of every balance sheet, financial statement and accounts sent by the Renter to its shareholders or to the Stock
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Exchanges or the members of its Board or any regulatory or governmental authority or body (including the relevant Registrar of
Companies) and such further information as OPCOWNER may from time to time require concerning the Renter’s financial position or
the Goods and their use and location.

3.10 Taxation Authorities

To furnish promptly to the tax authorities such information as may be legally required to be so furnished about the renting of the
Goods or the use to which the same are being or have been put and to furnish to OPCOWNER promptly upon request such information,
books, records or documents as OPCOWNER requests in order to enable OPCOWNER to respond to such a request from the tax
authorities.

3.11 Interim Arrangements.

If any Goods in respect of which the parties are negotiating a Schedule are delivered to the Renter prior to the execution of any
such Schedule, then, the Renter shall comply in all respects with all the terms and conditions of this Agreement in relation to such Goods
on the same basis as if such Goods were in fact covered by a duly executed Schedule of this Agreement. Any request for execution
of a Schedule in respect of any such Goods shall be deemed to be a representation of the Renter to OPCOWNER that the Renter
shall have duly complied in all respects with all the terms and conditions of this Agreement in respect of such Goods from the time of
delivery.

4. Taxation.

The rentals set out in the Schedule are calculated and the amounts payable under Sections 3.5 above and 7 below will be calculated
assuming that the law and practice in India relating to taxation of companies and groups of companies and in respect of “direct”
and “indirect taxes” as it affects the transaction recorded in this Agreement remains throughout the Renting Term the same as at the
date of this Agreement.

Any subsequent revisions in existing rates of taxes/levies and any new Statutory taxes and levies – other than corporate taxes etc
introduced specifically as leviable on such rental transactions which would become payable by OPCOWNER in view of this
arrangement shall be payable by the Renter at such rates of taxes and levies as applicable from time to time in respect of rental
transactions

The Renter acknowledges that OPCOWNER is the owner of the goods and the Renter shall not take any action that is inconsistent
with OPCOWNER’s interest in the goods.

5. Conditions, warranties and exclusions.

5.1 OPCOWNER agrees upon request and at the cost and expense of the Renter to assign to the Renter the benefit of all
express warranties granted in favor of OPCOWNER by the supplier of the Goods or the manufacturer of them or any third
party. Also, OPCOWNER agrees upon request and at the cost and expense of the Renter, where required and permissible
under the terms of the original license and applicable law, to sub-license to the Renter the right to use any essential software
that is required for the use of the Goods. Since such software may be owned by a third party, any such sub-license (if
permissible and required) shall be contingent upon the relevant third party’s consent and subject to any terms and conditions
that such third party may impose.

5.2 The Goods are selected by the Renter and acquired by OPCOWNER at the request of the Renter solely for the purpose of
renting the Goods to the Renter. The parties hereby acknowledge and confirm that OPCOWNER does not let or supply the
Goods with any representation concerning the condition, performance or qualities of the Goods (including with reference to
compliance with any safety or other standards) or with or subject to any term, condition or warranty, express or to be
implied by statute, description at common law or otherwise, and all such representations, conditions, warranties, whether
relating to the capacity, age, quality, description, condition, leasing, possession, transportation or use of the Goods or to the
suitability or fitness of the Goods for a particular or any general purpose are hereby expressly excluded.

5.3 OPCOWNER shall not be liable to the Renter:

5.3.1 in contract or in tort for loss, injury or damage arising by reason of any defects in the Goods, whether such defects
be latent or apparent on examination.
5.3.2 for any statement, term, condition, warranty or representation made by any supplier, dealer, agent, broker or
other person through whom this transaction may have been introduced, negotiated or conducted, and persons other
than those in the employ of OPCOWNER and specifically authorized by OPCOWNER’s board have no authority,
express or implied, to act as agent for or representative of OPCOWNER.
5.3.3 either for any loss whatsoever suffered by the Renter as a result of the Goods or any part of them being unusable,
or to supply any replacement goods during any period when the Goods or part of them are unusable.
5.3.4 for any loss or damage incurred or sustained by the Renter in consequence of OPCOWNER terminating the renting
under Section 6 or in retaking possession of the Goods.

5.4 Without prejudice to the generality of the foregoing, OPCOWNER gives no warranties that the Goods do not, or that the
Renter’s use of the Goods will not, infringe any patents, trademarks and registered designs, copyrights or confidential
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 information or intellectual property rights owned or possessed by any third party, and OPCOWNER shall not be liable to
the Renter for any loss suffered by the Renter in any way by reason of any such infringement.

6. Default or breach.

6.1 It is hereby agreed that forthwith upon the occurrence of a Total Loss the renting of the Goods that are subject to such loss
shall terminate if such Goods are not replaced in accordance with this Agreement, but without prejudice to this Agreement or any
other renting transaction hereunder (which shall continue in full force and effect) and any claims or liabilities then outstanding
or thereafter arising there under.

6.2 Without prejudice to OPCOWNER’s right to arrears of rentals or other sums due or for damages for breach of this
Agreement, OPCOWNER may terminate all or part of this Agreement or any renting transaction under any Schedule of this
Agreement or all renting transactions under all Schedules then in effect on the occurrence of any of the following events by
giving notice in writing to the Renter:

6.2.1 if the Renter shall not pay any of the rentals or any sums agreed to be paid by the Renter to OPCOWNER under
this Agreement punctually on the date when due and does not cure such breach within five Business Days after the
due date; or
6.2.2 if the Renter shall be in breach of any provision of this Agreement and where such default is capable of being
cured shall not have cured such default to the satisfaction of OPCOWNER within fifteen Business Days after receipt
of notice thereof; or
6.2.3 if there shall be any default in payment of any rentals or other sum of money due to be paid or the Renter shall
commit any breach of any of the terms of any other renting or any lease in force between OPCOWNER or any
of its Affiliates and the Renter or any of its Affiliates and the Renter or its Affiliate does not cure such breach within
ten Business Days after receipt of notice thereof; or
6.2.4 if the Renter shall do or allow to be done any act or thing that may prejudice or endanger OPCOWNER’s property
or rights in the Goods; or
6.2.5 if the Renter shall have a bankruptcy order made against it; or
6.2.6 if the Renter shall be liquidated or wound up or have a petition for winding up presented against it or pass a
resolution for voluntary winding up (other than for a bona fide reconstruction or amalgamation for which
OPCOWNER’s written approval was obtained in advance); or
6.2.7 if a petition for the appointment of an administrator is presented against the Renter or if the Renter has a receiver
or administrative receiver appointed; or
6.2.8 if the Renter shall convene any meeting of its creditors or make a deed of assignment or arrangement or otherwise
compound with its creditors; or
6.2.9 if any step shall be taken to levy a distress or execution or if a distress or execution shall be levied or threatened
to be levied upon any chattels of or in the possession of the Renter; or
6.2.10 if the Renter shall abandon the Goods; or
6.2.11 if the Renter ceases or threatens to cease to carry on business or there is a material adverse change in the Renter’s
business operations, assets or the financials; or
6.2.12 if the Renter makes or proposes to make any sale of its assets in bulk out of the ordinary course of business; or
6.2.13 if there is any change in the control or constitution or majority ownership of the Renter, without the prior written
consent of OPCOWNER; or
6.2.14 if the Renter is merged or amalgamated with any other entity or undergoes any other reorganization that results
in any change in the ownership, constitution or legal status of the Renter; or
6.2.15 if there is any transfer or assignment by the Renter of all or any part of its business that involves the Goods or any
transfer or assignment of the contracts relating to the Goods, including any contracts for the implementation of
which the Goods are rented; or
6.2.16 if the Renter shall deliver possession of the Goods to any third party, without the prior written consent of
OPCOWNER; or
6.2.17 if the Renter otherwise permits any third party to use the Goods or acquire any right, title or interest in or to the
Goods, without the prior written consent of OPCOWNER; or
6.2.18 if any event occurs due to which any entity providing any finance or credit facility for the purchase of the Goods
or any other facility availed by the Renter withdraws any such facility or accelerates payment or exercises any
other rights to claim payment or prepayment of any financing or credit prior to its stated maturity period; or
6.2.19 if OPCOWNER in good faith claims that the prospect of payment or performance of any of the Renter’s obligations
hereunder is impaired

whereupon OPCOWNER’s consent to the Renter’s possession of the Goods shall terminate immediately and OPCOWNER
may take possession of the Goods wherever they may be

7. Consequences of termination.

Forthwith upon the renting of the Goods being terminated by OPCOWNER as above, in addition to the return or seizure of the Goods
and the other rights and remedies available to OPCOWNER, the Renter shall pay to the OPCOWNER:

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7.1 all arrears of rent, including apportioned rent for any broken period and all other amounts then due and payable under
this Agreement or the relevant Schedule;

7.2 as liquidated damages an amount equal to the aggregate amount of all future rentals that had OPCOWNER’s consent to
the Renter’s possession of the Goods not been determined were agreed to be paid by the Renter to OPCOWNER until the
end of the Renting Term referred to in paragraph 2 of the Schedule computed on a present value basis at a discounting
rate of four percentage

7.3 early repayment or other break costs (up to two percentage of the moneys due under Sections 7.1 and 7.2 above) incurred
by OPCOWNER in pre-paying any funding arrangements undertaken in connection with the purchase and renting of the
relevant Goods to the Renter; and

7.4 damages for any breach of this Agreement and all expenses and costs (including, without limitation, legal costs and
expenses) incurred by OPCOWNER in retaking possession of and selling or attempting to sell or storing the Goods and/or
enforcing or exercising its other rights or remedies.

8. Interest.
If any of the rentals or other sums payable under this Agreement shall not be paid when due, the Renter shall pay to
OPCOWNER interest on them calculated on a daily basis and compounded quarterly from the due date until payment at
the rate of 24% per year.

9. Disposal of the Goods.

In the event OPCOWNER repossesses the Goods pursuant to the terms hereof, OPCOWNER shall take such steps as are
commercially reasonable to dispose of the equipment, in such manner, upon such times and upon such terms as OPCOWNER
may determine. For greater certainty, it is agreed that OPCOWNER shall be under no obligation to dispose of any Goods
prior in time to any other similar goods OPCOWNER may have in its possession and which is then available for sale or
lease. The Renter acknowledges that OPCOWNER will have from time to time similar goods in its possession for sale or
lease. The Renter further acknowledges and agrees that, since OPCOWNER will have always available for sale or lease
its own or other similar goods, it is not commercially reasonable for the Renter to require OPCOWNER to sell or lease any
repossessed Goods and thereby deprive OPCOWNER of an opportunity to sell or lease its own equipment.

10. Generally.

10.1 OPCOWNER shall at all times retain the ownership of the Goods and the Renter shall have no interest in the Goods, save
as is provided by this Agreement. Notwithstanding that the Goods may have been affixed to any land or building,
OPCOWNER shall continue to be the owner of them and they shall, as between OPCOWNER and the Renter and their
respective successors in title, remain the personal property of OPCOWNER. For the avoidance of doubt, all replacements
and renewals of, additions to and substitutions from the Goods from time to time made shall form an integral part of the
Goods and shall be deemed to be sole and exclusive property of OPCOWNER. OPCOWNER shall have the ownership of
such replacements, renewals, additions and substitutions. The Renter shall sign “Acknowledgement of ownership and authority
to pay letter” along with every Rental Schedule. The format of such letter shall be as per Exhibit 3 or such other format as
may be mutually agreed.

10.2 The Renter shall defend the Goods and OPCOWNER’s title thereto and property therein against the claims and demands
of all other parties claiming the same through or against the Renter. Each item of the Goods shall have prominently affixed
to it a label as follows: “Owned and rented by OPCOWNER Asset Solutions Private Limited.” Upon expiration or termination
of this Agreement, the Goods shall be returned unencumbered by the Renter to OPCOWNER at Renter’s sole cost and
expense and in the same condition as when received by the Renter, reasonable wear and tear excepted. The Renter shall
continue to pay rent until the Goods have been safely and in its entirety delivered to OPCOWNER.

10.3 Any delay or failure of OPCOWNER to exercise any right or remedy shall not constitute a waiver of it or them and any of
OPCOWNER’s rights or remedies may be enforced separately or concurrently with any other right or remedy now or in the
future accruing to OPCOWNER to the effect that such rights are cumulative and not exclusive of each other.

10.4 This Agreement and the Schedule(s) contain all the terms and conditions agreed between the parties, except such variations
in writing as shall be agreed in writing by OPCOWNER and the Renter.

10.5 Any notice, consent, waiver or demand pursuant to or in connection with this Agreement must be in writing and will be
deemed to be delivered when personally delivered or when actually received by facsimile transmission, e-mail, or overnight
courier of national reputation or registered mail, at the address, facsimile number, or e-mail addresses stated below (or at
such other address, facsimile number, or e-mail addresses as such party may designate by written notice to all other parties),
with copies sent to the persons indicated.

To OPCOWNER: To Renter:
Attention: Managing Director Attention:

OPCOWNER Asset Solutions Private Limited [Name]

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 Address: 202- A Wing, 2nd Floor, Address:
Natraj By Rustomjee, 194 M V Road,
Andheri East, Mumbai – 400069

Facsimile Number:+91 22 4075 0839 Facsimile Number:

E-mail: E-mail:

10.6 All indirect taxes and levies, however designated, that are exacted or levied in connection with the purchase or renting of
the Goods or the performance of any provision of this Agreement or exercise by OPCOWNER of any rights or remedies,
except net corporate income taxes of OPCOWNER, shall be payable by the Renter, Such payment shall be made as and
when the relevant liability arises. Also, the Renter shall pay stamp duty and similar charges that may be levied on this
Agreement, any Schedule or any other document executed in relation to this Agreement or the transaction contemplated
hereby.

10.7 The continuance of this Agreement or the Renter’s liability for payment of rentals and all other sums under it shall not be
affected in any way by the loss, theft, Total Loss or any damage to, or any defect in, the Goods, whether latent or patent,
save as provided in Section 3.5.1 above.

10.8 All the obligations of the Renter under this Agreement shall be discharged at the Renter’s cost and expense.

10.9 This Agreement shall be governed by and construed according to the law of India, . Both parties agree to submit to the
exclusive jurisdiction of the Courts in the City of Mumbai.

10.10 The Renter will not, without the consent of OPCOWNER (that OPCOWNER may withhold in its sole discretion for any or no
reason), assign this Agreement or any of its rights or benefits or interest under this Agreement to any other person. However,
the parties hereby expressly agree that OPCOWNER may assign this Agreement and its rights and obligations hereunder
to any other person, without the consent of the Renter. In the event OPCOWNER assigns this Agreement, OPCOWNER shall
require Renter to sign a Notification of Assignment letter in the format as given in Exhibit 2A or Exhibit 2B or in any other
format as may be mutually agreed.

10.11 The Renter hereby represents, warrants and confirms to and for the benefit of OPCOWNER that the Renter has made
available to OPCOWNER, all relevant information, including the financial, marketing, sales and operational information on
a historical basis in respect of its business and operations, which would be material to any entity renting Goods of a
substantial value to the Renter. The Renter further represents, warrants and confirms to and for the benefit of OPCOWNER
that all information, which has been provided to OPCOWNER relating to the Renter or its business and operations is true,
complete and fair in all material respects and no material fact or facts have been omitted there from which would make
such information misleading or incomplete. Further, the Renter hereby agrees to immediately notify OPCOWNER on the
occurrence of any event which would have any adverse impact on the Renter’s ability to pay the rentals or otherwise comply
with any provision of this Agreement or which otherwise has any adverse impact on the Goods.

10.12 The Renter hereby represents and warrants to and for the benefit of OPCOWNER that there is no suit, action, litigation,
investigation, claim, complaint, grievance or proceeding, including appeals and applications for review, in progress, or, to
the knowledge of the Renter pending or threatened against or relating to the Renter before any court, governmental
authority, commission, board, bureau, agency or arbitration panel which, if determined adversely to the Renter, would (a)
have a material and adverse effect on the properties, business, future prospects or financial condition of the Renter; (b)
enjoin, restrict or prohibit the renting of all or any part of the Goods as contemplated by this Agreement; (c) give rise to
any legal restraint on or prohibition against or limit the material benefits to OPCOWNER of the transactions contemplated
by this Agreement; or (d) prevent the Renter from fulfilling all or any of its obligations set out in this Agreement or arising
from this Agreement, and the Renter has no knowledge of any existing ground on which any such action, suit, litigation or
proceeding might be commenced with any reasonable likelihood of success.

10.13 The Renter hereby represents and warrants to and for the benefit of OPCOWNER that this Agreement has been duly
authorized and validly executed by the Renter and constitutes legal, valid and binding obligations of the Renter. All
Schedules and other documents contemplated hereby to be executed and delivered by the Renter will be duly and validly
executed by the Renter, and will constitute valid and binding obligations enforceable against it in accordance with their
terms. Neither the execution and delivery by the Renter of this Agreement, any Schedule, or any document contemplated
hereby to be executed by the Renter, nor the consummation by the Renter of the transactions contemplated hereby or
thereby (nor compliance by the Renter with any of the provisions hereof or thereof) will (a) conflict with or result in a breach
or violation of any of the provisions of any constitutive documents or other arrangements concerning the Renter; or (b)
constitute or result in a breach or violation of any term, condition or provision of any contract to which the Renter is a party
or by which the Renter is bound. The Renter agrees that this Agreement constitutes a valid and binding obligation of the
Renter enforceable against it in accordance with its terms.

10.14 The Renter shall not without the consent of OPCOWNER or its assignees merge or amalgamate with any other entity or
undertake
any other reorganization that results in any change in the ownership, change in management control, constitution or legal
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 status of the Renter.

11. Application for renting.

11.1 This Agreement sets forth contractual terms for the Goods that may be rented to the Renter by OPCOWNER. The Goods
may be rented by OPCOWNER and hired by the Renter in accordance with the Schedule signed by OPCOWNER and the
Renter containing substantially all of the elements described in Exhibit 1 attached to this Agreement (Form Outline of the
Schedule) in reasonable and customary detail.

11.2 In order to reach agreement on a Schedule, and unless otherwise agreed with respect to a particular agreement, the parties
shall adhere to the following procedures:

11.2.1 The Renter may, from time to time, request OPCOWNER to give on rent Goods pursuant to this Agreement by
submitting to OPCOWNER a duly signed and completed copy of a Schedule, substantially in the form attached to
this Agreement together with the invoices for the relevant Goods and such other information as may be necessary
to allow OPCOWNER to take a decision on such request.
11.2.2 OPCOWNER may, in its sole and absolute discretion, either accept or reject the Renter’s request for any reason or
no reason. Such discretion shall not be impacted in any manner by any advance payment that the Renter may have
made to the supplier or vendor of the relevant Goods.
11.2.3 Once agreed upon, each Schedule will be executed by the parties, and will be effective as of its effective date.
The Renter agrees that the execution and delivery of a Schedule by the Renter to OPCOWNER constitutes the
Renter’s irrevocable consent and authorization that OPCOWNER may pay the supplier for the Goods requested
by the Renter at the rates specified in the invoices attached to the relevant Schedule. However, such authorization
shall not bind OPCOWNER in any manner until OPCOWNER executes and signs the Schedule.

11.3 In considering the Renter’s request, or to manage the Renter’s account, OPCOWNER may, from time to time, search the
Renter’s record at credit reference agencies, if available. The Renter hereby expressly acknowledges and agrees that the
credit reference agencies will be entitled to add to the Renter’s record details of OPCOWNER’s search and the Renter’s
application and this may be seen by other organizations that make searches. OPCOWNER shall be entitled to use
information it obtains from the Renter under this Agreement or from any credit reference or fraud prevention agencies:

11.3.1 to assess the Renter’s application, manage the Renter’s account and provide OPCOWNER’s services and to carry
out market research;
11.3.2 to recover debts, prevent fraud and to detect money laundering activity;
11.3.3 to develop, improve and market OPCOWNER’s products and services; and
11.3.4 for credit scoring and statistical and analytical purposes.

11.4 OPCOWNER may use a credit scoring or other automated decision making systems when assessing the Renter’s application.

11.5 OPCOWNER or its assignee may add to the Renter’s record with any credit reference agency and regulatory authorities
details of this Agreement and any default or failure to keep to its terms. OPCOWNER may check the details with fraud
prevention agencies. These records may be shared with other organizations and used by OPCOWNER and them to help
make decisions about credit and credit related services such as insurance for the Renter and its Affiliates, trace debtors,
recover debt and the Goods, prevent money laundering and fraud and to manage the Renter’s accounts.

12. Construction.

12.1 In this Agreement and the Exhibits and Schedules to this Agreement:

12.1.1 the Exhibits and Schedules to this Agreement are hereby incorporated into and deemed part of this Agreement
and all references to this Agreement shall include the Exhibits and Schedules to this Agreement;
12.1.2 references to an Exhibit, Schedule or Section shall be to such Exhibit or Schedule to, or Section of, this Agreement
unless otherwise provided;
12.1.3 references to any law, statute or regulation means references to such law, statute or regulation in changed or
supplemented form or to a newly adopted law, statute or regulation replacing a previous law, statute or regulation;
12.1.4 references to and mentions of the word “including” means “including, without limitation;”
12.1.5 all communications and documentation to be provided or exchanged under this Agreement or the Schedule shall
be in English; and
12.1.6 the Section and Section headings are for reference and convenience only and shall not be considered in the
interpretation of this Agreement.

13. Authorization

The Renter hereby represents and warrants to and for the benefit of OPCOWNER that the Renter has duly authorized the
individuals and officers who execute and deliver on behalf of the Renter all Schedules and other documents required to be
executed or delivered on behalf of the Renter. The Renter hereby represents and confirms that it shall provide all necessary
documents evidencing such authorization and shall also provide the specimen signatures of the relevant authorized
signatories duly attested by a bank or similar document.
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14. Dispute Resolution

In the event any dispute or difference (hereinafter referred to as the “Dispute”) arises out of or in connection with the
interpretation or implementation of this Agreement, or out of or in connection with the breach, or alleged breach of this
Agreement between OPCOWNER and the Renter, both of them shall attempt in the first instance to resolve the Dispute by
friendly consultations. If the Dispute is not resolved by friendly consultations within thirty (30) days after the either of them
informs the other in writing of the existence of the Dispute, then either of these Parties may refer the Dispute for resolution
by arbitration. Such arbitration shall be governed by the provisions of the Arbitration and Conciliation (Amendment) Act
2015 or any statutory re-enactment or modification for the time being in force. Either Party shall be entitled to apply to the
competent courts for interim or interlocutory relief in respect of such arbitration. The arbitration shall be held at Mumbai in
the following manner:
(i) All proceedings in any such arbitration shall be conducted in English.
(ii) There shall be a sole arbitrator, who shall be fluent in English. Such sole arbitrator shall be appointed by
OPCOWNER.
(iii) The arbitration award made by the sole arbitrator shall be final and binding on the Parties and the Parties agree
to be bound thereby and to act accordingly. The award shall be enforceable in any competent court of law.
(iv) The award shall be in writing.
(v) The sole arbitrator may (but shall not be required to) award to the Party that substantially prevails on merits, its
costs and reasonable expenses (including reasonable fees of its counsel).
(vi) When any dispute is under arbitration, except for the matters under Dispute the Parties shall continue to exercise
their remaining respective rights and fulfil their remaining respective obligations under this Agreement during the
pendency of the arbitration proceedings.

15. Confidentiality

15.1 Both parties must each keep confidential all information about each other which is in its nature confidential and which
comes into either party’s possession.

15.2 Neither party is permitted to disclose any confidential information about the other without the consent of the other
unless:
(a) that information has become publicly available; or
(b) disclosure is required by law; or
(c) disclosure is to any other party providing finance or assuming any credit risk or participating in the funding
of the Goods or this Agreement pursuant to Section 10.10
(d) the disclosure takes place pursuant to Section 11.

IN WITNESS WHEREOF, each of OPCOWNER and the Renter has caused this Agreement to be signed and delivered by its duly
authorized representative on the date first above mentioned:

OPCOWNER Asset Solutions Private Limited [Name of the Renter]

By: ___________________________ By:_____________________________

Name: R Venkatesan Name:
Title: Managing Director Title:

Witnessed by: Witnessed by:

_________________________ __________________________
[Name] [Name]

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 EXHIBIT 1

FORM OF THE SCHEDULE

SCHEDULE NO: (insert number of schedule) of the undermentioned Goods taken on rent on the terms and conditions of the Master Rent
Agreement, dated __________ (the “Agreement”), and made between (1) OPCOWNER Asset Solutions Private Limited
(“OPCOWNER”) and (2) [name of the Renter] (the “Renter”).

1. Goods
(insert details of the goods, including a description, serial no’s etc., the supplier and the specified location (if applicable) for each
item.(Specified Locations must be clearly stated)

2. The Renting Term and rentals

(a) Renting Term:

(b) First Payment date:
(c) Commencement Date:
(d) Last Payment date:

For the avoidance of doubt, the rentals shall be payable in the installments and on the dates specified below.

Rent Schedule
Installment Amount Date payable
Number
1.

 The above Rentals are exclusive of taxes and the same shall be payable as per the applicable laws and OPCOWNER shall
raise specific Invoices that shall mention the same.

Rentals and other amounts payable to OPCOWNER shall be paid to OPCOWNER at its address given in the Agreement or to its
order in the manner described in Section 3.1 of the Agreement. All amounts shall be paid by way of standing instruction Real Time
Gross Settlement (RTGS) transfer, NACH, PDCs or in any other manner as may be specified and acceptable to OPCOWNER.

3. Acknowledgments and warranties.

The Renter hereby represents and warrants to and for the benefit of OPCOWNER that the Renter hereby:

3.1 acknowledges and agrees that before entering into this Schedule, the Renter has read the Agreement and fully understood
the terms and conditions of it.

3.2 acknowledges having received the Goods in good order and condition and that the description of the Goods as set out in
this Schedule is correct;

3.3 acknowledges and agrees that no representation has been made by or on behalf of OPCOWNER in relation to the Goods;

3.4 warrants that the Goods are new or if secondhand are stated to be so in paragraph 1 of this Schedule;

3.5 confirms that the Renter has insured the Goods as required by the Agreement and the Renter has obtained where
appropriate such certificate of insurance as complies with all statutory, contractual and other requirements;

3.6 undertakes to OPCOWNER to take such steps sufficient to ensure as far as reasonably practicable that the Goods will be
safe and without risks to any person when properly used and to comply with all steps and requirements specified by the
designer, manufacturer, importer or supplier or any of them in respect of the Goods;

3.7 agrees, acknowledges and confirms that this Schedule has been executed pursuant to the Agreement and on execution by
the parties will form an integral part of the Agreement; and

3.8 capitalized terms and expressions used in this Schedule shall have the meaning as defined in the Agreement.

4. Return Condition

Upon redelivery the Goods shall be in the same operating order, repair and condition as when originally delivered to the Renter
under this Agreement, ordinary wear and tear excepted and all workmanship and repairs shall have been made to industry standard.

IN WITNESS WHEREOF, each of OPCOWNER and the Renter has caused this Agreement to be signed and delivered by its duly
authorized representative on the date first above mentioned:

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OPCOWNER Asset Solutions Private Limited [Name of the Renter]

By: ___________________________ By:_____________________________

Name: R Venkatesan Name:
Title: Managing Director Title:

Witnessed by: Witnessed by:

_________________________ __________________________
[Name] [Name]

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 EXHIBIT 2A

FORM OF THE NOTIFICATION OF ASSIGNMENT LETTER (to be issued in OPCOWNER’s letterhead)

Date: ____________

Customer Name
Customer Address

Dear Sir,

This letter serves as Notification of Assignment of payments under subject Contract to Funder Name (“Assignee”)

Contract: Rental Schedule No. ________________ dated __________________ of the Master Rent Agreement dated
_____________.

Assigned Payments:- This is an assignment of your _________ Rental Payments, Start Date _____________ and Last Payment on
___________.

Installment Rental Amount In

Period From Period To Due date Other
No. Rs.
Payments/Charges

(i) Delayed Payment

Charges ____ p.a.
as per MRA between
you & us dated
________

(ii) All other amounts

payable by you under
the captioned Rental
Schedule / MRA in
respect of the
Assigned Payments

Total

Assigned Collaterals: Any collateral / security offered in terms of the MRA and the security documents.

Payment Remittance Information: You are requested to make all assigned payments including Delayed Payment charges (if
applicable), without any set-off, protest, deduction, or raise any defences or claims that would reduce the Rentals paid to
OPCOWNER or adjustment in favour of:

Name of the Financial Institution :

Name of the Bank :
Branch Code :
IFSC Code :
Current Account Number :
MICR Code :

Funder Name A/c No. ________________ at the following address:

Please note that only payment to the aforesaid Account will constitute full discharge of your payment obligation in respect of the
aforesaid rental payments and we will not change these payment instructions without the consent of the Assignee.

Rights & Remedies: Assignee assumes none of the obligations of OPCOWNER and/or the supplier of the Equipment. Your
requirement to make payment to the assignee is mandatory and irrevocable and payment shall be made irrespective of any dispute
or controversy which you may have with OPCOWNER, the manufacturer or the seller of the assets, subject thereto you continue to
retain all your rights and remedies under the MRA against OPCOWNER and/or the Supplier of the Equipment

You will now treat the Assignee as entitled to exercise and enforce all rights, discretions and remedies under, or in respect of the
rental payments.

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All rights of OPCOWNER under the MRA are also transferred to the Assignee and the Assignee shall be entitled to avail of all
remedies as available to OPCOWNER for any breach of the MRA by the Renter, including the recovery of Rentals due from the
Renter, which rights the Assignee shall not be bound to exercise.

All capitalized words used but not defined in this notice but defined under the MRA and Master Factoring Agreement the rental
schedule shall have the meanings respectively assigned to them in the MRA and the rental schedule as the case may be.

Notwithstanding anything to the contrary mentioned in the MRA, this assignment is absolute and irrevocable. No changes in the MRA
or its schedules will be made by OPCOWNER or you hereinafter and you shall not accept any notice, including termination,
amendments or changes to the MRA or its schedules, without the specific written acceptance by the assignee duly signed by the
authorized signatory of the assignee and will continue to pay the rentals to the assignee.

This notice is governed by the laws of India and the Courts of Mumbai shall have jurisdiction to hear and determine any suit, action,
proceeding, petition in connection with this Letter..

Please sign a duplicate of this letter (attached) as acknowledgement of your acceptance.

Sincerely, Confirmed on:

For Customer Name.

Sign: _______________________
Name:
_________________ Designation:
OPCOWNER Asset Solutions Pvt. Ltd.

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 EXHIBIT 2B

NOTIFICATION OF ASSIGNMENT / SALE OF RECEIVABLES CONFIRMATION AGREEMENT

(to be issued on blank paper)

Date: ………………….

Place: ……………..

Parties :

1) OPCOWNER ASSET SOLUTIONS PRIVATE LIMITED, having CIN …………….., and registered office at ……………….
(hereinafter referred to as “OPCOWNER” or “Seller”)
2) ______________________, having CIN …………….., and registered office at ……………… (hereinafter referred to as
“Renter” or “Customer”)
3) _____________________________, having CIN __________________ and registered office
at_______________________________ (hereinafter referred to as “Buyer”)

Background:

I) The Renter has, vide Rental Schedule No. ……………….. dated …………………, as detailed in Annexure I below (“Rental
Schedule”) read with the Master Rental Agreement dated ………………… (“MRA”), both executed by and between
OPCOWNER and the Renter, taken on rent from OPCOWNER, the specified equipment at the agreed rental and for the agreed
period in accordance with and subject to the terms and conditions more particularly described in such MRA read with the Rental
Schedule thereto.
II) It has been agreed between the Parties that pursuant to sale of rentals arising out of the Master Rental Agreement read with
the Rental Schedule by OPCOWNER to the Buyer, the Renter shall pay the said rentals directly to the Buyer.
III) The Parties are entering into this Agreement to record such understanding.

Agreement:

The OPCOWNER, Renter and Buyer hereby agree as follows –

1) OPCOWNER and Buyer represents to Renter that OPCOWNER has absolutely and irrevocably sold the receivables in
respect of the Rental Schedule read with the MRA unto and in favour of the Buyer pursuant to an Agreement for Sale of
Receivables dated …………….. (“ASR”) read with the Hypothecation-cum-Sale of Receivables Schedule
dated……………(“HSRS”) in respect of the assets more particularly described in the Rental Schedule.

2) Parties agree that the Renter will, on and from the sale of receivables, treat the Buyer as entitled to exercise and enforce
all rights, discretions, title, interest and remedies under, or in respect of the rental payments under the Rental Schedule
together and read with the MRA. So far as the rights, discretions, title, interest and remedies in relation to the Equipment
are concerned, the Parties agree that subject to the hypothecation created in favor of the Buyer, OPCOWNER is the owner
of the Equipment and retains all right, title and interest therein. However, since the Equipment has been hypothecated in
favor of the Buyer, the Buyer shall be entitled to directly exercise against the Renter, for and on behalf of OPCOWNER,
all the obligations (if any) of the Renter under the MRA and the Rental Schedule in relation to maintenance, use and insurance
of the Equipment. It is hereby clarified that the Buyer assumes none of the obligations of OPCOWNER and/or the supplier
of the Equipment if any as may be contained in or provided for in the MRA together and read with the Rental Schedule and
to that extent the supplier of the Equipment shall continue to be so obligated unto the Renter.

3) The Renter hereby unequivocally agrees and undertakes to pay all rents payable under the Rental Schedule read with the
MRA directly to and in favour of the Buyer. The Renter’s requirement and obligation to make payment to the Buyer is
mandatory and irrevocable and payment shall be made irrespective of any dispute or controversy which Renter may have
with OPCOWNER, the manufacturer or the seller of the assets. It is hereby clarified that the Buyer assumes none of the
obligations of OPCOWNER and/or the supplier of the Equipment if any as may be contained in or provided for in the MRA
together and read with the Rental Schedule and to that extent the supplier of the Equipment shall continue to be so obligated
unto the Renter.

4) OPCOWNER confirms that payment of the receivables / Rentals under the Rental Schedule read with MRA by Renter to
Buyer shall be a valid discharge and release of the payment obligations of the Renter towards OPCOWNER under the
concerned Rental Schedule read with the MRA.

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 5) The Renter agrees to pay the Rentals to Buyer in the following manner:

From Date To Date Installment No. Due Date Rentals in Rs

Total

6) The Renter shall make the above payments in favour of the Buyer in the below mentioned manner

Name of the Buyer and his Account No. at the following address:

Bank Details

Name of the Bank:

Account No. :
Address :
RTGS Code :
MICR Code :

7) It is hereby agreed that no changes in the Master Rental Agreement or its schedules will be made by OPCOWNER hereinafter
and the Renter shall not accept any notice (including termination), amendments or changes to the agreement or schedules, without
the specific written acceptance by the Buyer duly signed by the authorized signatory of such Buyer.

8) Any question, disputes or difference that arises between the parties hereto in relation to / concerning the Rental Schedule of the
MRA and /or the sale or transfer of any rights there under or as to the rights, duties or liabilities of parties thereto, or any of them,
either during the continuance of the agreement or after termination or purported termination hear of shall be referred to arbitration
of a sole arbitrator to be appointed by mutual consent of the Renter and the Buyer. The arbitration shall be conducted in accordance
with the Arbitration and Conciliation Act, 1996, and the venue of such arbitration shall be in_________. This Agreement is governed
by the laws of India.

9) All words used but not defined in this Agreement but defined under the MRA and the rental schedule shall have the meanings
respectively provided to them in the MRA and the rental schedule as the case may be.

10) GST shall be levied and paid in accordance with applicable law. Towards this end OPCOWNER shall timely submit any
information to the extent available with OPCOWNER including invoices, bills etc. as may be desired by the Buyer in this regard.

11) Renter admits, agrees, accepts and acknowledges that the assets enumerated in the Rental Schedule are charged and
hypothecated to Buyer and the latter shall be at liberty to enforce its security interest in accordance with applicable law
notwithstanding anything contained herein.

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 ANNEXURE I

Insert Rental Schedule No. ……………….. dated …………………

Signature of the Parties:

Sign:______________________
Name: ________
Designation: ________________
For ________________(Renter).

Sign: _________________________
Name: Mr. ____________
Designation: ____________
For OPCOWNER Asset Solutions Pvt. Ltd.

Sign:______________________
Name: ___________________
Designation: ______________
For ______________________

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 EXHIBIT 3

FORM OF ACKNOWLEDGEMENT OF OWNERSHIP AND ACKNOWLEDGEMENT OF DELIVERY & AUTHORITY TO PAY LETTER.
(to be issued on OPCOWNER’s letterhead)

In respect of the Master Rent Agreement (MRA) dated ________________, the Rental Schedule No. ____ dated _______________
the equipment referred to below we request you, _______________ (“the Renter”) to HEREBY FURTHER ACKNOWLEDGE that under
the terms of the aforesaid Master Rent Agreement ownership of the equipment will remain with OPCOWNER Asset Solutions Private
Limited during the term and upon expiration and/ or termination of the said Rental Agreement.

Rental Agreement

MRA DATE :
Owner : OPCOWNER Asset Solutions Private Limited
Renter :
Sch. No. : Rental Schedule No. _____ dated _______
Goods/Equipment :

It is also hereby declared by the Renter:

1. That delivery / installation of the equipment has been completed and they are in satisfactory working order.
2. That the equipment is in accordance with your request to OPCOWNER Asset Solutions Private Limited.
3. That the Equipment/s as mentioned herein is insured in accordance with the MRA.
4. The Equipments/Goods as mentioned herein were not put to use by any party previously and are new and the
invoices are in name of OPCOWNER.

For OPCOWNER Asset Solutions Private Limited

Authorized Signatory.

Signed and Accepted

For _____________________

Name:
Designation

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 EXHIBIT 4

The following persons are severally Authorised Signatories of the Renter for all purposes arising in connection with this Agreement,
including but not limited to, the signing of Rental Schedules from time to time:

1. The persons listed below:-

1.1 Name/Designation:

Specimen Signature

1.2 Name/Designation:

Specimen Signature

1.3 Name/Designation:

Specimen Signature

1.4 Name/Designation:

Specimen Signature

2. Such other persons whose names and specimen signatures are advised in writing by the Renter from time to time.

3. Any person for the time being holding or being held out as holding any of the following positions

1. 2. 3.

4. 5. 6.

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 EXHIBIT 5

DEMAND PROMISSORY NOTE

Place: _________________________

Date: __________________________

ON DEMAND, We, _________________________, a private company incorporated and registered under the Companies Act, 2013
and having its registered office at ____________________________ (hereinafter referred to as the “Renter”), which expression
shall be deemed to include its successors and permitted assigns), promise to pay to OPCOWNER Asset Solutions Private Limited, a
company incorporated under the Companies Act, 2013 and having its registered office at ____________________________, or the
bearer, the aggregate sum of up to Rs._______________(in words), including all amounts payable in terms of the Rental Schedule
_________________ dated _____________ and Notification of Assignment as may be applicable from time to time.

Rental Schedule:
Total Rental
Sr. No Date of Payment
Amount In Rs.
1
2

In the event of early termination in accordance with the Master Rent Agreement, the Renter shall pay OPCOWNER or the bearer an
amount which shall be an amount equal to the aggregate amount of all future rentals computed on a present value basis at a
discounting rate of __________ percentage.

Unless otherwise defined herein all capitalized terms shall have the meaning ascribed to it in the Master Rent Agreement.

IN WITNESS WHEREOF the Common Seal of the Renter has been hereunto affixed the day and year first hereinabove mentioned at
___________________________.

The Common Seal of [ ] has been affixed hereto pursuant to )

the resolution of its Board of Directors passed at its meeting )
held on _______________________ in the presence of Mr. )
__________________________ (Authorized Signatory). )
)
)

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