In which states does the Rider to the Surestay Hotel By Best Western Franchise Agreement apply?

D | $ 174,639 | $ 173,353 |

RIDER TO THE SURESTAY, INC. FRANCHISE AGREEMENT FOR USE IN MINNESOTA

This Rider (the "Rider") is made and entered into as of the Effective Date as stated in the Franchise Agreement (defined below), by and between SureStay, Inc., an Arizona corporation with its principal business address at 6201 N. 24th Parkway, Phoenix, Arizona 85016 ("we," "us" "our," or "Franchisor"), and ______ ("you," "your," or "Franchisee").

• 1. Background. We and you are parties to that certain Franchise Agreement that has been signed at the same time as the signing of this Rider (the "Franchise Agreement") that has been signed concurrently with the signing of this Rider. This Rider is annexed to and forms part of the Franchise Agreement. This Rider is being signed because (a) the Hotel that you will operate under the Franchise Agreement will be located in Minnesota; and/or (b) any of the offering or sales activity relating to the Franchise Agreement occurred in Minnesota.
• 1. Releases. The following language is added to the end of Section 13.2.3.4 of the Franchise Agreement:
  • ; however, any release required as a condition of renewal and/or assignment/transfer will not apply to the extent prohibited by the Minnesota Franchises Law.
• 1. Infringement. The following language is added to the end of Section 9.4 of the Franchise Agreement:

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

1. Termination. The following is added to the end of Sections 14.1, 14.2, and 14.3 of the Franchise Agreement:

However, with respect to franchises governed by Minnesota law, we will comply with Minn. Stat. Sec. 80C.14, Subds. 3, 4 and 5 which require, except in certain specified cases, that a franchisee be given 90 days' notice of termination (with 60 days to cure) and 180 days' notice of non-renewal of this Agreement.

1. Governing Law/Consent to Jurisdiction. The following is added to the end of Section 17.2 of the Franchise Agreement:

Minn. Statutes. Section 80C.21 and Minnesota Rule 2860.4400(J) prohibit us from requiring litigation to be conducted outside Minnesota, requiring waiver of a jury trial, or requiring you to consent to liquidated damages, termination penalties or judgment notes. In addition, nothing in the Franchise Agreement can abrogate or reduce any of your rights as provided for in Minnesota Statutes, Chapter 80C, or

your rights to any procedure, forum, or remedies provided for by the laws of the jurisdiction.

• 1. Waiver of Jury Trial and Punitive Damages. If required by the Minnesota Franchises Law, Section 17.3 of the Franchise Agreement is deleted.
• 1. Limitations of Claims. The following language is added as a new Section 17.19 of the Franchise Agreement:

Minnesota law provides that no action may be commenced under Minn. Stat. Sec. 80C.17 more than three (3) years after the cause of action accrues.

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.

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

| Cash paid for: | | | |---|---|---| | Interest, net of capitalized interest of $0 and $0 for the | | | | years ended November 30, 2024 and 2023, respectively | $ 1,316 | $ 1,386 | | Income taxes | 19,898 | 26,317 | | Income tax refunds received | $ 1,208 | $ 532 | | Cash paid for amounts included in the measurement of lease liabilities: | | | | Operating cash flows used in operating leases | $ 998 | $ 1,043 | | Non-cash operating activites: | | | | Amortization of operating lease right-of-use assets | $ 960 | $ 958 | | Net increase in operating lease right-of-use assets and operating lease | | | | liabilities due to adoption of ASC 842 | - | 2,191 | | Right-of-use assets obtained in exchange for operating lease liabilities | 830 | 330 | | Non-cash impact to right-of-use assets and lease liabilities due to lease cancellation | - | (39) | | Non-cash investing activities: | | | | Disposal of fully depreciated property, equipment and computer software | $ 4,829 | $ 8,156 | | Accrued additions to hotel investments | - | 104 | | Accrued additions to property, equipment and computer software | 430 | 57 | | Employee contributions to the Restricted Rabbi Trust investments | 125 | 176 | | Distributions from Restricted Rabbi Trust investments | 4,183 | 3,483 | | Non-cash financing activities: | | | | Equity contribution from joint venture partner | $ 75 | $ 175 |

RIDER TO THE SURESTAY, INC. FRANCHISE AGREEMENT FOR USE IN NEW YORK

This Rider (the "Rider") is made and entered into as of the Effective Date as stated in the Franchise Agreement (defined below), by and between SureStay, Inc., an Arizona corporation with its principal business address at 6201 N. 24th Parkway, Phoenix, Arizona 85016 ("we," "us" "our," or "Franchisor"), and ______ ("you," "your," or "Franchisee").

• 1. Background. We and you are parties to that certain Franchise Agreement that has been signed concurrently with the signing of this Rider (the "Franchise Agreement"). This Rider is annexed to and forms part of the Franchise Agreement. This Rider is being signed because (a) the offer or sale of the franchise for the Hotel that you will operate under the Franchise Agreement was made in the State of New York, and/or (b) you are a resident of New York and will operate the Hotel in New York.
• 1. Releases.

Source: Item 23 — Receipts (FDD pages 88–286)