What section of the Distribution Agreement is modified by the Rider regarding the Bw Premier Collection franchise?

[Item 23: Receipts]

• 1. Background. BWI and Hotel Owner are parties to that certain Distribution Agreement that has been signed at the same time as the signing of this Rider (the "Distribution Agreement") that has been signed concurrently with the signing of this Rider. This Rider is annexed to and forms part of the Distribution Agreement. This Rider is being signed because (a) the Hotel that Hotel Owner will operate under the Distribution Agreement will be located in Minnesota; and/or (b) any of the offering or sales activity relating to the Distribution Agreement occurred in Minnesota.
• 1. Infringement. The following language is added to the end of Section 3.q of the Distribution Agreement:

To the extent required by Minnesota Stat. Sec. 80C.12, Subd. 1(g), BWI will protect Hotel Owner's right to use the Licensed Marks and indemnify Hotel Owner from any loss, costs or expenses arising out of any claim, suit or demand regarding the use of the Licensed Marks.

[Item 23: Receipts]

• 1. Background. BWI and Hotel Owner are parties to that certain Distribution Agreement that has been signed at the same time as the signing of this Rider (the "Distribution Agreement") that has been signed concurrently with the signing of this Rider. This Rider is annexed to and forms part of the Distribution Agreement. This Rider is being signed because (a) you are a resident of the State of Maryland and/or (b) the franchised Hotel will be or is operated in the State of Maryland, and/or (c) the offer to sell the franchise for the Hotel was made in the State or Maryland; and/or (d) the offer to buy the franchise for the Hotel was accepted in the State of Maryland.
• 1. Governing Law/Consent to Jurisdiction. The following language is added to the end of Section 4.l of the Distribution Agreement:

However, Maryland law will apply to claims arising under the Maryland Franchise Registration and Disclosure Law. In addition, Hotel Owner may bring an action in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law.

1. Limitation of Claims. The following language is added as a new Section 4.o of the Distribution Agreement:

However, nothing in this Agreement shall act to reduce the three (3)-year statute of limitations afforded to Hotel Owner for bringing a claim under the Maryland Franchise Registration and Disclosure Law.

1. Acknowledgements. The following language is added as a new Section 4.p of the Distribution Agreement:

All representations requiring Hotel Owner to assent to a release, estoppel or waiver of liability are not intended to nor shall they act as a release, estoppel or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law.

1. No Waiver of Disclaimer of Reliance. No statement, questionnaire or acknowledgment signed or agreed to by a franchisee 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 any other person acting on behalf of the franchisor.

[Item 23: Receipts]

• 1. Background. BWI and Hotel Owner are parties to that certain Distribution Agreement that has been signed concurrently with the signing of this Rider (the "Distribution Agreement"). This Rider is annexed to and forms part of the Distribution Agreement. This Rider is being signed because (a) Hotel Owner is a resident of Rhode Island and the Hotel that Hotel Owner will operate under the Distribution Agreement will be located in Rhode Island; and/or (b) any of the offering or sales activity relating to the Distribution Agreement occurred in Rhode Island.
• 1. Governing Law/Consent to Jurisdiction. The following language is added to the end of Section 4.l of the Distribution Agreement:

Notwithstanding the foregoing, to the extent required by applicable law, Rhode Island law will apply to claims arising under the Rhode Island Franchise Investment Act. Section 19-28.1-14 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."

To the extent required by applicable law, Hotel Owner may bring an action in Rhode Island for claims arising under the Rhode Island Franchise Investment Act.

1. No Waiver of Disclaimer of Reliance. No statement, questionnaire or acknowledgment signed or agreed to by a franchisee 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 any other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.

[Item 23: Receipts]

• 1. Background. BWI and Hotel Owner are parties to that certain Distribution Agreement that has been signed at the same time as the signing of this Rider (the "Distribution Agreement"). This Rider is part of the Distribution Agreement. This Rider is being signed because (a) the offer to sell or buy the franchise for the Hotel was made in the State of Illinois, and/or (b) the offer to sell or buy the franchise for the Hotel was made outside of the State of Illinois and accepted in the State of Illinois, and/or (c) Hotel Owner is domiciled in the State of Illinois, and/or (d) the franchised Hotel will be located in the State of Illinois.
• 1. Governing Law/Consent to Jurisdiction. The following language is added to the end of Section 4.l of the Distribution Agreement:

However, Illinois law will apply to claims arising under the Illinois Franchise Disclosure Act and the parties submit to the jurisdiction and venue of the state and federal courts of competent jurisdiction in Illinois for claims arising under the Illinois Franchise Disclosure Act

1. Limitation of Claims. The following language is added as a new Section 4.o of the Distribution Agreement:

Nothing in this Agreement shall shorten any period within which Hotel Owner may bring a claim under Section 705/27 of the Illinois Franchise Disclosure Act or constitute a condition, stipulation, or provision purporting to bind any person acquiring any franchise to waive compliance with any provision of the Illinois Franchise Disclosure Act of 1987 or any other Illinois law (as long as the jurisdictional requirements of that Illinois law are met).

1. Waivers Void. The following language is added as a new Section 4.p of the Distribution Agreement:

Nothing in this Agreement shall constitute a condition, stipulation, or provision purporting to bind any person acquiring any franchise to waive compliance with any provision of the Illinois Franchise Disclosure Act of 1987 or any other Illinois law (as long as the jurisdictional requirements of that Illinois law are met).

1. No Waiver of Disclaimer of Reliance. No statement, questionnaire or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state

[Item 23: Receipts]

[Signatures on following page]

IN WITNESS WHEREOF, the parties have executed and delivered this Rider effective on the Effective Date stated in the Distribution Agreement.

HOTEL OWNER: BWI: [HOTEL OWNER], a [INSERT TYPE OF Best Western International, Inc., an Arizona ENTITY] corporation Executed on: Executed on:

RIDER TO THE BEST WESTERN INTERNATIONAL, INC. DISTRIBUTION AGREEMENT FOR USE IN NEW YORK

This Rider (the "Rider") is made and entered into as of the Effective Date as stated in the Distribution Agreement (defined below), by and between Best Western International, Inc., an Arizona corporation with its principal business address at 6201 N. 24th Parkway, Phoenix, Arizona 85016 ("we," "us" "our," or "BWI"), and __________________________________________________ ("you," "your," or "Hotel Owner").

• 1. Background. BWI and Hotel Owner are parties to that certain Distribution Agreement that has been signed concurrently with the signing of this Rider (the "Distribution Agreement"). This Rider is annexed to and forms part of the Distribution Agreement. This Rider is being signed because (a) the offer or sale of the franchise for the Hotel that Hotel Owner will operate under the Distribution Agreement was made in the State of New York, and/or (b) Hotel Owner is a resident of New York and will operate the Hotel in New York.
• 1. Governing Law/Consent to Jurisdiction. The following language is added to the end of Section 4.l of the Distribution Agreement:

However, to the extent required by Article 33 of the General Business Law of the State of New York, this Section shall not be considered a waiver of any right conferred upon Hotel Owner by the provisions of Article 33 of the General Business Law of the State of New York and the regulations issued thereunder.

1. Limitation of Claims. The following language is added as a new Section 4.o of the Distribution Agreement:

[Item 23: Receipts]

[Signatures on following page]

IN WITNESS WHEREOF, the parties have executed and delivered this Rider effective on the Effective Date stated in the Distribution Agreement.

HOTEL OWNER: BWI: [HOTEL OWNER], a [INSERT TYPE OF Best Western International, Inc., an Arizona ENTITY] corporation Executed on: Executed on:

RIDER TO THE BEST WESTERN INTERNATIONAL, INC. DISTRIBUTION AGREEMENT FOR USE IN NORTH DAKOTA

This Rider (the "Rider") is made and entered into as of the Effective Date as stated in the Distribution Agreement (defined below), by and between Best Western International, Inc., an Arizona corporation with its principal business address at 6201 N. 24th Parkway, Phoenix, Arizona 85016 ("we," "us" "our," or "BWI"), and __________________________________________________ ("you," "your," or "Hotel Owner").

• 1. Background. BWI and Hotel Owner are parties to that certain Distribution Agreement that has been signed concurrently with the signing of this Rider (the "Distribution Agreement"). This Rider is annexed to and forms part of the Distribution Agreement. This Rider is being signed because (a) Hotel Owner is a resident of North Dakota and the Hotel will be located in North Dakota, and/or (b) the offer or sale of the franchise for the Hotel that Hotel Owner will operate under the Distribution Agreement was made in the State of North Dakota.
• 1. Liquidated Damages on Termination. The following language is added to the end of Section 1.c of the Distribution Agreement:

The Commissioner has determined termination or liquidated damages to be unfair, unjust and inequitable within the intent of Section 51-19-09 of the North Dakota Franchise Investment Law. However, BWI and Hotel Owner agree to enforce these provisions to the extent the law allows.

1. Governing Law/Consent to Jurisdiction. The following language is added to the end of Section 4.l of the Distribution Agreement:

[Item 23: Receipts]

1. Limitation of Claims. The following language is added as a new Section 4.o of the Distribution Agreement:

However, to the extent required by Article 33 of the General Business Law of the State of New York, all rights and any causes of action arising in Hotel Owner's favor from the provisions of Article 33 of the General Business Law of the State of New York and the regulations issued thereunder shall remain in force; it being the intent of this provision that the non-waiver provisions of GBL Sections 687.4 and 687.5 be satisfied

1. Our Transfer. The following language is added as a new Section 4.p of the Distribution Agreement:

To the extent required by applicable law, no assignment will be made except to an assignee who, in BWI's good faith judgment, is willing and able to assume BWI's obligations under this Agreement.

1. Termination by You. The following is added to the end of Section 1.b and 1.c of the Distribution Agreement:

Hotel Owner may terminate this Agreement on any grounds available by law under the provisions of Article 33 of the General Business Law of the State of New York.

• 1. Application of Rider. There are circumstances in which an offering made by BWI would not fall within the scope of the New York General Business Law, Article 33, such as when the offer and acceptance occurred outside the State of New York. However, an offer or sale is deemed to be made in New York if Hotel Owner is domiciled in and the Hotel will be opened in New York. We are required to furnish a New York prospectus to every prospective Hotel Owner who is protected under the New York General Business Law, Article 33..
• 1. No Waiver of Disclaimer of Reliance. No statement, questionnaire or acknowledgment signed or agreed to by a franchisee 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 any other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.

[Item 23: Receipts]

1. Governing Law/Consent to Jurisdiction. The following language is added to the end of Section 4.l of the Distribution Agreement:

Notwithstanding the foregoing, to the extent required by the North Dakota Franchise Investment

Source: Item 23 — Receipts (FDD pages 54–203)