onship 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." Accordingly, any statement, questionnaire, or acknowledgment in the License Agreement that is not permitted under the Interpretive Opinion is deleted in its entirety and shall have no force or effect.

IHG:

HOLIDAY HOSPITALITY FRANCHISING, LLC

Amendment To The Holiday Hospitality Franchising, LLC Even Hotels License Agreement Pursuant To The North Dakota Investment Franchise Law

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 Even Hotel issued in the State of North Dakota:

• 1. The laws of the State of North Dakota supersede any provisions of the License, or Georgia law, if such provisions are in conflict with such North Dakota laws.
• 1. Liquidated damages and termination penalty provisions are deleted from the License Agreement to the extent they are prohibited by the laws of the State of North Dakota.
• 1. Section 13.I of the License is amended to include the following: "The general release language contained in the License shall not relieve IHG or any other person, directly or indirectly, from liability imposed by the laws concerning franchising of the State of North Dakota."
• 1. In accordance with the provision under the U.S. Bankruptcy Code (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 the U.S. Bankruptcy Code 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.

Amendment To The Holiday Hospitality Franchising, LLC Even Hotels 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 Even Hotel issued in the State of Rhode Island:

• 1. In accordance with the provision under the U.S. Bankruptcy Code (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 the U.S. Bankruptcy Code 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.

Rhode Island Amendment

Amendment To The Holiday Hospitality Franchising, LLC Even Hotels 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 Even Hotel issued in the State of Virginia:

• 1. In accordance with the provision under the U.S. Bankruptcy Code (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 the U.S. Bankruptcy Code 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.

Amendment To The Holiday Hospitality Franchising, LLC Even Hotels License Agreement Pursuant To The Washington Franchise Investment Protection 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 Even Hotel issued in the State of Washington:

• 1. If any of the provisions in the franchise disclosure document or license agreement are inconsistent with the relationship provisions of RCW 19.100.180 or other requirements of the Washington Franchise Investment Protection Act, the provisions of the Act will prevail over the inconsistent provisions of the franchise disclosure document and license agreement with regard to any license sold in Washington.
• 1. Nothing in the License shall prevent the licensee from bringing an action in Washington courts to the extent that such actions are provided for under the Washington Franchise Investment Protection Act.
• 1. A release or waiver of rights executed by a Franchisee will not include rights under the Washington Franchise Protection Act or any rule or order thereunder except when executed pursuant to a negotiated settlement after the license agreement is in effect and where the parties are represented by independent counsel. Provisions such as those which unreasonably restrict or limit the statute of limitations period for claims under the Act, and rights or remedies under the Act such as a right to a jury trial, may not be enforceable.
• 1. The state of Washington has a statute, RCW 19.100.180 which may supersede the Franchise Agreement in your relationship with the Franchisor including the areas of termination and renewal of your license. There may also be court decisions which may supersede the Franchise Agreement in your relationship with the Franchisor including the areas of termination and renewal of your license.
• 1. In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW may prevail.
• 1. The Licensor will have no obligation upon the termination of the License Agreement to offer the Franchisee a continued right to operate its Even Business, and the Franchisee may be required at that time to stop operating its hotel as an Even Hotel and to comply with all posttermination obligations.
• 1. 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 license agreement or elsewhere that conflict with these limitations are void and unenforceable in Washington.

1. RCW 49.62.060 prohibits a licensor 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 agreement or elsewhere are void and unenforceable in Washington.

EXHIBIT C-1

EXHIBIT D

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 7th 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. Paul, Minnesota 55101-2198

NEW YORK

New York Department of State One Commerce Plaza, 99 Washington Avenue, 6th Floor Albany, NY 12231 (518) 473-2492

NORTH DAKOTA

Securities Commissioner, State of North Dakota 600 East Boulevard, Fifth Floor Bismarck, North Dakota 58505

RHODE ISLAND

Director of Department of Business Regulation 1511 Pontiac Avenue John O. Pastore Complex – Building 69-1 Cranston, Rhode Island 02920

SOUTH DAKOTA

Department of Labor and Regulation Division of Insurance Securities Regulation 124 S Euclid, Suite 104 Pierre SD 57501 (605) 773-3563

VIRGINIA

Clerk of the State Corporation Commission 1300 East Main Street Richmond, Virginia 23219 (804-371-9051)

WASHINGTON

Director of the Securities Division Department of Financial Institutions 150 Israel Rd. SW Tumwater, WA 98501 (360) 902-8760

WISCONSIN

Commissioner of Securities 201 W. Washington Avenue – Third Fl. Madison, Wisconsin 53703

EXHIBIT D-1

EXHIBIT E

STATE FRANCHISE ADMINISTRATORS

CALIFORNIA

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

HAWAII

Commissioner of Securities of the State of Hawaii Dept. of Commerce and Consumer Affairs Business Registration Division Securities Compliance Branch 335 Merchant Street, Room 203 Honolulu, Hawaii 96813

ILLINOIS

Franchise Division Office of Attorney General State of Illinois 500 South Second Street Springfield, Illinois 62706

INDIANA

Franchise Section Indiana Securities Commission 302 West Washington Street, Room E-111 Indianapolis, Indiana 46204

MARYLAND

Maryland Division of Securities Office of the Attorney General 200 St. Paul Place Baltimore, Maryland 21202-2020

MICHIGAN

Consumer Protection Division Antitrust and Franchise Unit Michigan Department of Attorney General 670 Williams Building 525 W. Ottawa Street Lansing, Michigan 48913

MINNESOTA

Minnesota Department of Commerce Securities-Franchise Registration 85 7th Place East, Suite 280 St. Paul, Minnesota 55101-2198

NEW YORK

NYS Department of Law Investor Protection Bureau 28 Liberty St. 21st Fl. New York, New York 10005

NORTH DAKOTA

North Dakota Securities Department 600 East Boulevard, Fifth Floor Bismarck, North Dakota 58505

RHODE ISLAND

Division of Securities 1511 Pontiac Avenue John O. Pastore Complex – Building 69-1 Cranston, Rhode Island 02920

SOUTH DAKOTA

Department of Labor and Regulation Division of Insurance Securities Regulation 124 S Euclid, Suite 104 Pierre SD 57501 (605) 773-3563

VIRGINIA

State Corporation Commission Division of Securities and Retail Franchising 1300 East Main Street, 9th Floor Richmond, Virginia 23219

WASHINGTON

Securities Division Department of Financial Institutions 150 Israel Rd. SW Tumwater, WA 98501 (360) 902-8760

WISCONSIN

Securities and Franchise Registration Wisconsin Securities Commission 201 W. Washington Avenue – Third Fl.

Source: Item 23 — RECEIPTS (FDD pages 99–438)