What are Atwell Suites franchisees required to do to comply with laws related to the agreement?

language: "Enforceability of this provision is a matter governed by Federal Bankruptcy Law and enforceability or nonenforceability is subject to that law and rulings of a court of competent jurisdiction."

• 1. Any provision in the License which designates jurisdiction or venue or requires the Licensee to agree to jurisdiction or venue, in a forum outside of North Dakota, is deleted from Licenses issued in the State of North Dakota. The site of any arbitration will be agreeable to all parties.
• 1. This Amendment may be executed in counterparts, which together shall constitute one and the same instrument. Signatures via Conga Sign, DocuSign, .PDF file, facsimile, or other electronic format have the same force and effect as originals.

(Signatures page follows)

| 2024 | 2023 | |---|---| North Dakota Amendment

Rhode Island Amendment

Amendment To The Holiday Hospitality Franchising, LLC Atwell Suites License Agreement Pursuant To The Rhode Island Franchise And Distributorship Act

Notwithstanding anything to the contrary set forth in the above License Agreement ("License"), the following provisions shall supersede and apply to each License for an Atwell Suites Hotel issued in the State of Rhode Island:

• 1. In accordance with the provision under Federal Bankruptcy Law (11 U.S.C.A. Sec. 101 et seq.), paragraphs 11.C(1)(b) and (d) of the License shall be amended to include the following language: "Enforceability of this provision is a matter governed by Federal Bankruptcy Law and enforceability or nonenforceability is subject to that law and rulings of a court of competent jurisdiction."
• 1. Section 19-28.14 of the Rhode Island Franchise Investment Act provides that: "A provision in a franchise agreement restricting jurisdiction or venue to a forum outside this state or requiring the application of the laws of another state is void with respect to a claim otherwise enforceable under this Act." This provision will also apply to the Guaranty.
• 1. Any provision in the License which designates the governing law as that of any state other than the State of Rhode Island is deleted from Licenses issued in the State of Rhode Island.
• 1. This Amendment may be executed in counterparts, which together shall constitute one and the same instrument. Signatures via Conga Sign, DocuSign, .PDF file, facsimile, or other electronic format have the same force and effect as originals.

| | Date: | |-----------|------------------------------------------------------------------------------| | Licensee: | «EntityAllCaps» | | By: | «AuthorizedSignee» «SigneesTitle» | | IHG: | HOLIDAY HOSPITALITY FRANCHISING, LLC | | By: | Six Continents Hotels, Inc., its sole managing member By: Jenny Tidwell Vice President Franchise Licensing and Compliance |

Amendment To Atwell Suites License Agreement Pursuant To The Virginia Retail Franchising Act

Notwithstanding anything to the contrary set forth in the above License Agreement ("License"), the following provisions shall supersede and apply to each License for an Atwell Suites Hotel issued in the State of Virginia:

• 1. In accordance with the provision under Federal Bankruptcy Law (11 U.S.C.A. Sec. 101 et seq.), paragraphs 11.C(1)(b) and (d) of the License Agreement shall be amended to include the following language: "Enforceability of this provision is a matter governed by Federal Bankruptcy Law and enforceability or nonenforceability is subject to that law and rulings of a court of competent jurisdiction."
• 1. The Virginia Code Sections 13.1-557-574-13.1-564 provide: "It shall be unlawful for a franchisor to cancel a franchise without reasonable cause or to use undue influence to induce a franchisee to surrender any right given to it by any provision contained in the franchise." If any ground for default or termination stated in the License does not constitute "reasonable cause," as that term may be defined in the Virginia Code, that provision may not be enforceable.
• 1. This Amendment may be executed in counterparts, which together shall constitute one and the same instrument. Signatures via Conga Sign, DocuSign, .PDF file, facsimile, or other electronic format have the same force and effect as originals.

| | Binomial | and Finnerty | |---|---|---| | 2024 valuation model | | | | Weighted-average share price (British pence) | 8,364.5 | 7,940.0 | Virginia Amendment

Amendment To The Holiday Hospitality Franchising, LLC Atwell Suites License Agreement Pursuant To The Washington Franchise Investment Protection Act

This Addendum may apply if: (a) the offer to sell a franchise/license is accepted in Washington; (b) the purchaser of the franchise/license is a resident of Washington; and/or (c) the franchised/licensed business that is the subject of the sale is to be located or operated, wholly or partly, in Washington.

• 1. Site of Arbitration, Mediation, and/or Litigation. In any arbitration or mediation involving a license purchased in Washington, the arbitration or mediation site will be either in the state of Washington, or in a place mutually agreed upon at the time of the arbitration or mediation, or as determined by the arbitrator or mediator at the time of arbitration or mediation. In addition, if litigation is not precluded by the License, a licensee may bring an action or proceeding arising out of or in connection with the sale of franchises/licenses, or a violation of the Washington Franchise Investment Protection Act, in Washington.
• 1. General Release. A release or waiver of rights in the License or related agreements purporting to bind a licensee to waive compliance with any provision the Washington Franchise Investment Protection Act or any rules or orders thereunder is void except when executed pursuant to a negotiated settlement after the License is in effect and where the parties are represented by independent counsel, in accordance with RCW 19.100.200(2). In addition, any such release or waiver executed in connection with a renewal or transfer of a franchise is likewise void except as provided for in RCW 19.100.220(2).
• 1. Statute of Limitations and Waiver of Jury Trial. Provisions contained in the License or related agreements that unreasonably restrict or limit the statute of limitations period for claims under the Washington Franchise Investment Protection Act, or rights or remedies under the Act such as a right to a jury trial, may not be enforceable.
• 1. Franchisee Bill of Rights. RCW 19.100.180 may supersede provisions in the License or related agreements concerning your relationship with Holiday, including in the areas of termination and renewal of your franchise. There may also be court decisions which may supersede the License or related agreements concerning your relationship with the Holiday. License provisions, including those summarized in Item 17 of the Franchise Disclosure Document, are subject to state law.
• 1. Conflict of Laws. In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW shall prevail.
• 1. Transfer Fees. Transfer fees are collectable to the extent that they reflect the franchisor's reasonable estimated or actual costs in effecting a transfer.
• 1. Holiday will have no obligation upon the expiration of your License to offer the licensee a continued right to operate its Hotel, and the licensee may be required at that time to stop operating its Hotel and to comply with all post-termination obligations.
• 1. Waiver of Exemplary & Punitive Damages. RCW 19.100.190 permits franchisees to seek treble damages under certain circumstances. Accordingly, Section 13(B)(3) of the License and provisions contained elsewhere in the License requiring licensees to waive exemplary, punitive, or similar damages shall not apply to licensees seeking treble damages under RCW 19.100.190, except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel, in accordance with RCW 19.100.220(2).
• 1. Noncompetition Covenants. Pursuant to RCW 49.62.020, a noncompetition covenant is void and unenforceable against an employee, including an employee of a licensee, unless the employee's earnings from the party seeking enforcement, when annualized, exceed $100,000 per year (an amount that will be adjusted annually for inflation). In addition, a noncompetition covenant is void and unenforceable against an independent contractor of a licensee under RCW 49.62.030 unless the independent contractor's earnings from the party seeking enforcement, when annualized, exceed $250,000 per year (an amount that will be adjusted annually for inflation). As a result, any provisions contained in the franchise agreement or elsewhere that conflict with these limitations are void and unenforceable in Washington.

• 1. Nonsolicitation Agreements. RCW 49.62.060 prohibits Holiday from restricting, restraining, or prohibiting a licensee from (i) soliciting or hiring any employee of a licensee of the same licensor or (ii) soliciting or hiring any employee of the licensor. As a result, any such provisions contained in the License or elsewhere are void and unenforceable in Washington.
• 1. Questionnaires and Acknowledgments. No statement, questionnaire, or acknowledgement signed or agreed to by a franchisee/licensee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.
• 1. Prohibitions on Communicating with Regulators. Any provision in the License or related agreements that prohibit the licensee from communicating with or complaining to regulators is inconsistent with the express instructions in the Franchise Disclosure Document and is unlawful under RCW 19.100.180(2)(h).
• 1. Advisory Regarding Franchise Brokers. Under the Washington Franchise Investment Protection Act, a "franchise broker" is defined as a person that engages, directly or indirectly, in the business of the offer or sale of franchises/licensees, other than the franchisor, a subfranchisor, or their officers, directors, or employees. A franchise broker represents the franchisor/licensor and is paid a fee for referring prospects to the franchisor/licensor and/or selling the franchise. If a licensee is working with a franchise broker, licensees are advised to carefully evaluate any information provided by the franchise broker about a franchise.

Each provision of this Addendum to the License Agreement will be effective only to the extent, with respect to such provision, that the jurisdictional requirements of the Washington Franchise Investment Protection Act, RCW 19.100.010 to 19.100.940 are met independently without reference to this Washington Addendum to the License Agreement. Franchisor reserves the right to challenge any provision set forth in this Washington Addendum to License Agreement.

(Signatures page follows)

| Date: | | |-----------------|------------------------------------------------------------------------------| | Licensee: | | | «EntityAllCaps» | | | By: | «AuthorizedSignee» «SigneesTitle» | | IHG: | HOLIDAY HOSPITALITY FRANCHISING, LLC | | By: | Six Continents Hotels, Inc., its sole managing member By: Jenny Tidwell Vice President Franchise Licensing and Compliance | The undersigned does hereby acknowledge receipt of this Amendment.

Washington Amendment

EXHIBIT C

EXHIBIT C

AGENTS FOR SERVICE OF PROCESS

CALIFORNIA

California Commissioner Of The Department Of Financial Protection and Innovation 320 West 4th Street, Suite 750 Los Angeles, California 90013-2344 (866) 275-2677

CT Corporation System 818 West 7 th Street Suite 1004 Los Angeles, California 90017

HAWAII

Commissioner of Securities of the State of Hawaii Department of Commerce and Consumer Affairs Business Registration Division Securities Compliance Branch 335 Merchant Street, Room 203 Honolulu, Hawaii 96813 (808) 586-2722

INDIANA

Indiana Secretary of State 201 State House 200 West Washington Street Indianapolis, Indiana 46204 (317) 232-6531

ILLINOIS

Attorney General of the State of Illinois 500 South Second Street Springfield, Illinois 62706 (217) 782-4465

MARYLAND

Maryland Securities Commissioner 200 St. Paul Place Baltimore, Maryland 21202-2020 (410) 576-6360

MICHIGAN

Michigan Department of Commerce Corporations and Securities Bureau 670 Williams Building 525 W. Ottawa Street Lansing, Michigan 48913

MINNESOTA

Commissioner of Securities Department of Commerce 85 7th Place East Suite 280 St.

Source: Item 23 — Receipts (FDD pages 99–486)