Docugign Envelope ID: FD3F43C6-116A-463E-A24+216989259

Location: Mystic, CTEntity No: 04 IZ1-05

Unit No.: 06444

DAYS INNS WORLDWIDE, INC.FRANCHISE AGREEMENT

THIS FRANCHISE AGREEMENT ("Agreemcnt"), dated "9",20, isbetween DAYS INNS WORLDWIDE, INC., a Delaware corporation ("we", cour", or "us"), andChhatrala Mvstic LLC, a Delaware linuted llabilitv comuanv ("you"). Thc definitions ofcapitalized terms arc I'ound in Appendix A. In consideration of the following mutual promises,the parties agree as follows:

I. Franchise. Wc have the exclusive right to franchise to you the distinctive "Days Inn"System for providing transient guest lodging seiwiccs. We grant to you and you accept theFranchise, effective and commencing on the Opening Date and ending on thc carlicst to occur ofthe Tenn's expiration or a Termination. Thc Franchise is effective only at the Location and maynot be transferred or relocated. You will call thc Facility a "Days Inn." You may adoptadditional or secondaiy designations for the Facility with our prior written consent, which wemay withhold, condition, or withtlraw on written notice in our sole discretion. You shall notal'liliate or identify thc Facility with another fianchise system, reservation system, brand,cooperative or registered mark tluring the Term.

2. Davs Inns Franchisee Advisorv Association. You will be eligible to participate in thc DaysImt Franchisee Advisoiy Association, a Dclawarc corporation that is the organization of Days InnSystem fianchisecs, in accordance with the Bylaws and Certificat of Incorporation of theAssociation, as amended, so long as you are not in default under this Agreemcnt.

3. Your Imnrovement and Oueratina Obligations.

3.1 Pre-Opening Improvements. You must select, acquire, constrict and/or renovate theFacility as provided in Schedule D.

3.2 Operation. You will operate and maintain the Facility continuously after the Opening Dateon a year-round basis as required by System Standards and offer transient guest lodging and otherrelated services of the Facility (including those specilied on Schedule B) to the public incompliance with all federal, state, and local laws, regulations and ordinances as well as SystemStandards. You will keep the Facility in a clean, neat, and sanitary condition. You will clean,repair, replace, renovate, refurbish, paint, and redecorate the Facility and its FF&E as and whennecdcd to comply with System Standards. The Facility will bc managed by either a managementcompany or an individual manager with significant training and cxpcricnce in generalmanagement of'imilar lodging facilitics. The Facility will accept payment fiom guests by allcredit and debit cartls we designate in the System Standards Manual. The Facility will followstandard industiy practices for safeguarding cardholder information, applicablc laws anilregulations, and such other requirements as we may include in the System Standards Manual or aswe may othcrwisc comnuinicate fi.om time to time for such putposc. You may add to ordiscontinue the amenities, setvices and facilitics described in Schedule B, or lease or subcontract

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any so

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our reasonable discretion, with Chain-wide Intcntet or distribution marketing activities. Youmust honor the terms of any paiticipation agrcemcnt you sign for Interact or distributionmarketing activities. You shall pay when due any fees, commissions, charges andreimbursements relating to Internet or distribution marketing activities (i) in which you agree toparticipate, or (ii) that wc designate as mandatory on a Chain-wide basis. We may suspend theFacility's paiticipation in Internet and/or distribution marketing activities if you default underthis Agreement.

3.4.4 You will padicipate in the Wyndham Rewards program or any successor guest rewards orloyalty program we determine is appropriate and pay the Loyalty Program Charge associated withthe program as set forth in Schedule C. The Wyndham Rewards Front Desk Guide sets fodhadditional system standards, which you agree to follow. Thc Front Desk Guide, including feesassessed and reimbursements rates, may be revised by us or our affiliates at any time upon thill(30) days* prior notice.

3.5 Governmental Matters. You will obtain as and when needed all govenunental permits,liccnscs and conscnts required by law to construct, acquire, renovate, operate and maintain theFacility and to olfer all seivices you advertise or promote. You will pay when due or properlycontest all federal, state and local payroll, withholding, unemployment, beverage, pemiit, license,propct2y, ad valorem and other taxes, assessments, fees, charges, penalties and interest, and willtile when due all governmental returns, notices and other tilings. You will comply with allapplicable federal, state and local laws, regulations and orders applicable to you and/or theFacility, including those combating tenorism such as the USA Patriot Act and ExecutiveOrder 13224.

3.6 Financial Books & Records; Audits.

3.6.1 The Facility's transactions must be timely and accurately recorded in accounting booksanil records prepared on an accrual basis compliant with generally accepted accounting principlesof thc United States ("GAAP") and consistent with the most recent edition of the UniformSystem of Accounts tor the Lodging Industiy published by the American Hotel & MotelAssociation, as modified by this Agreement and System Standards. You acknowledge that youraccurate accounting for and reporting of Gross Room Revenues is a material obligation youaccept under this Agreement.

3.6.2 Upon our request, you will send to us copies of fmancial statements, tax rctunis, and otherrecords relating to the Facility for the applicable accounting period that we require under thisAfpceuncnt and System Standards. Wc may notit'y you of a date on which wc propose to audit theFacility's books and records at the Facility. You will be dcemcd to contimi our proposed dateunless you follow thc instmctions with thc audit notice for changing the date. You need to informus where the books and records will be produced. You need to produce for our auditors at theconfirmed time and place for the audit the books, records, tax returns and fmancial statements forthc Facility. We may also perfomt an audit of the Facility's books and records without advancenotice. Your staff must cooperate with and assist our Fuiditors to pcrfoim any audit wc conduct.

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3.6.3 We will notil'y you in writing il'you default under this Agreement because (i) you do notcure a violation of Section 3.6.2within 30 days after the

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3.8 Insurance. You will obtain and maintain during the Term ol'his Agreement the insurancecoverage required under thc System Standards Manual fi'om insurers meeting the standardscstablishcd in thc Manual. Unless we instruct you otherwise, your liability insurance policieswill name as additional insureds Days Inns Worldwide, Inc., Wyndham Worldwide Co

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3.13 Courtesy Lodging. You will provide lodging at the "Employee Rate" established in thcSystem Standards Manual from time to time (but only to the extent that adcquatc room vacanciesexist) to our rcprcsentativcs and members of their immediate family, but not more than threestandard guest rooms at the same time.

3.14 Minor Renovations. Beginning tin ee years al'ter the Opening Date, wc may issue a "MinorRenovation Notice" to you ihat will specify reasonable Facility upgrading and renovationrequirements (a "Minor Renovation" ) to bc commenced no sooner than 90 days after the notice isissued, having an aggregate cost for labor, FF&E and materials estimated by us to be not more thanthe Minor Renovation Ceiling Atnount. You will perl'onn the Minor Renovations as and when thcMinor Renovation Notice rcquircs. We will not issue a Minor Renovation Notice within threeyears al'ter the date ol'a prior Minor Renovation Notice, or if the three most recent quality assuranceinspection scores of the Facility averaged no more than 200 points and the most recent qualityassurance inspection score for thc Facility was no more than 225 points (or equivalent scores undera successor quality assurance scoring system we employ), when thc Facility is otherwise eligiblefor a Minor Renovation.

3.15 Technology Standards & Communications. You recognize that thc System requires youto acquire, operate and maintain a computer-based property management system and provide guestswith innovative technology for communications and entertainment. You must purchase thecomputer system and other equipment and software that we specify. We may modify SystemStandards to require new technology at all Chain Facilities. At our request, you shall participate inany intranet or extranet system developed for use in connection with thc System. Such intranet orextranet system may be combined with that of our atfiliatcs. You shall agree to such terms anilconditions for the use ol'such intranet or extranet system as we may prescribe, which may include,among other things: (a) conlidcntiality requirements for materials transmitted via such system; (b)password protocols and other security precautions; (c) grounds and procedures for our suspensionor revocation of access to the system by you and others; and (d) a privacy policy governing thepatties'ccess to and use of electronic communications posted on electronic bulletin boards ortransmitted via the system. You shall pay any fee imposed 1'iom time to time by us or a third patTyseivice provider in connection with hosting such system.

4. Our Operatinu and Service Obliuations. We will provide you with the following seiviccsand assistance:

4,1 Training. We may offer (directly or indirectly by subcontracting with an afliliate or a thirdparty) orientation training, re-ceitification training, remedial training and supplcmcntal training.

4.1.1 General Manager Orientation Training. We will offer at otu'oqioratc oflices or atanother location we designate, an orientation training program. The program will not exceed twoweeks in duration and will cover such topics as operating a Chain Facility, marketing and sales,financial management, guest seivices and people management. We may administer ccrtaindiagnostic tests via the Internet to measure the skill set of your general manager and, based in partof his/her score, ol'1'er ceitain Intcmct-based training as a supplement to the classroom trainingexperience. Your initial general manager (or other representative who exercises day to dayoperational authority) 1'r the Facility must complete this program to our satisl'action no later than90 clays'alter the Opening Date. Any replacement general manager must complete orientation to our

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satisfaction within 90 clays after hc/she assumes the position. II'e do not offer a place inorientation within the above time fiamc, your replacement general manager must attend the nextprogram held at which wc olTer a place. Your general manager for the Facility must completeorientation even if you employ managers at other Chain Facilities who have already received thistraining. We charge you tuition for orientation which is payable as part ol'he IntegrationServices Fec sct fot2h on Schedule D. If he/she docs not attend orientation within 90 days afterthc Opening Date, and I'or any replacement general manag>er, you must pay a scparatc tuition atthe raic then in effect I'or the program when your manager attends the program. We may chargeyou I'ull or discounted tuition for "refresher" orientation for your general manager or for additionalstafl'members who attend orientation with your general manager. We will charge thc then in clfectdiscounted tuition for any additional staIT members who attend orientation with your generalmanager. Wc may charge you "No-Show Fees" or "Cancellation Fees" if you, your gen

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quality assurance inspection, you receive (i) a failure rating on guest room cleanliness and (ii) anaverage quality assurance score of F on cleanliness of gucstroom categoly or cleanliness

ol'athroom

category (based on a minimum ol' 0 electronic quality assurance guest surveys), thenwe may require you to take a one day remedial class on housekeeping within 60 days after theinspection. The tuition for an on-line class is currently $250, but is subject to increase in theI'uture. The I'ee for an on-site customer experience assessment or training class is cunently$ I,300, but is subject to incrcasc in the I'uture.

4.1.4 Supplemental Training. You must subscribe to our c-learning modules and othereducational resources, accessible by you and your staff via the Intcmet, and pay us thc annual I'eeI'or this service. All gcncral managers must complete recertification training at such intervals aswc may establish in the System Standards Manual. You tnust pay us the tuition then in effect I'rthe program. You must subscribe to our e-learning training program which oft'ers a variety ofhospitality courses and videos for general managers and linc level staK We charge you an annualtraining resource access fee based on the amount our third party content provider charges us, plus arcasonablc service fee for administering anti marketing the program. The annual training resourceI'ec is cuncntly $50, but is subject to increase in the future. We may offer other mandatory oroptional training programs for reasonable tuition or without charge. Recertitication and othersupplemental training may be offered in our cot)3orate ofliccs or other locations or held inconjunction with a Chain lodging conference. You must pay the then cunent tuition for the trainingas well as for your representative's travel, lodging, meals, incidental expenses, compensation andbcnetits while attending the training. We may ofter, rent or scil to you video tapes, computer discsor other on-site training aids and materials, or require you to buy them at reasonable prices. Wemay also offer Internet-based training via thc Chain's intranet website.

4. I.5 No Show and Cance[latlon Fees. If you, your general manager or any other member ofyour staff you designate, registers for a training program but I'ails to attend such program asschcdulcd without notil'ying us in advance, we may charge you a No-Show Fcc of 50% of thctuition for the program. If you, your general manager or any other member of your staff does notregister for and attend any required training within the time period set forth in this Section 4 I or inthc Systein Standards Manual, we may charge you a fee of l00% of the tuition for the progoram. Ifyou or any member of your stafl cancels participation in any training program less than seven (7)days before it is scheduled to be held, wc may chare you a Cancellation Fce ol'5% of thetuition for the progratn. No-Show and Cancellation Fees are in addition to the tuition you willhave to pay at the then oft'ered rate when you or your general manager attends the program. Wemay assess you additional No-Show or Cancellation Fees for continued failures by you underSection 4.1.

4.2 Reservation System. We will operate and maintain (directly or by subcontracting with analfiliate or one or morc third pat3ies) a computerized Rcsctvation System or such technologicalsubstitute(s) as we determine, in our discretion. We will use the System Assessmcnt Fee for theacquisition, development, support, equipping, maintenance, improvement and operation of thcRcscrvation System. Wc or our approved supplier will provide soltware maintenance and supportI'or any software we or an approved supplier license to you to connect to the Reset3

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related technology agreements and complying with all terms and conditions which we establishfrom time to time for participation. The Facility may not book any ivscivations through any otherelectronic reservation system, booking engine, unapproved third party distribution system or othertechnology. All information you collect or capture through your property managcinent system shallbe jointly owned by you and us. We have the right to provide reservation services to lodgingfacilities other than Chain Facilities or to other parties.

4.3 Marketing.4.3.1 We will promote public awareness and usage of Chain Facilities by implementingadvertising, promotion, publicity, market research, loyalty marketing and other marketingprograms, training programs and related activities. We will detemtine in our discretion: (i) Thenature and type of media placement; (ii) The allocation (il'ny) among international, national,regional and local markets; and (iii) The nature and type of

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4.7 System Standards Manual and Other Publications. We will specil'y System Standards inthe System Standards Manual, policy statements or other publications which we may makeavailablc to you via our Chain intranet, in paper copies or through another medium. We willprovide you with access to the System Standards Manual promptly after we sign this Agreement.We will notil'y you via our Chain intranct or another medium of any Systetn Standarcfs Manualrevisions and/or supplements as and ivhen issued as well as any other publications and policystatements in effect for Chain franchisccs from time to time.

4.8 Inspections and Audits. We have the unlimited right to conduct unannounced qualityassurance inspections of the Facility and its operations, records and Mark usage to test the Facility'scompliance with System Standards and this Agreemcnt, and the audits described in Section 3.6.Wehave the unlimited right to reinspect if thc Facility does not achieve thc score required on aninspection. Wc may impose a rcinspcction fee and will charge you for our costs as provided inSection 3.7. In connection with an audit, you will pay us any understated amount plus interest underSection 3.6. Il'he understated amount is tlircc percent (3%) or more of the total amount owedduring a six month pcriod, you will also pay us an "Audit Fee'* equal to thc costs and expensesassociated with the audit. Our inspections are solely for the putposcs of checking compliance withSystem Standards.

5. Term. The Temi begins on the date that we insctt in the preamble ol'his Agreement afterwe sign it (the "Effective Date") and expires at the end of the fifteenth (15") Franchise Year.NEITI-IER PARTY HAS RENEWAL RIGHTS OR OPTIONS. Ilowcvcr, if applicablc lawrequires us to off'er renewal rights, and you desirc to renew this Agreement, then you will applyI'or a renewal license at. least six months, but not more than nine months, prior to the expirationdate, and subject to such applicable law, you will have to meet our then-current requirements forapplicants seeking a license, which may include you (i) executing our then-current form

ol'icense

and other agreements, which license and other agreements may contain materiallydiff'erent terms and provisions (such as operating standards and fees) I)rom those contained in thisAgreement, (ii) executing a general release of us and our affiliates, in I'orm and substancesatisfactory to us, (iii) completing a propet3y improvement plan, and (iv'I paying a standardrenewal fee; il'then applicable.

6. Initial Fees.6.1 Annlicatlon and Initial Fees. You must pay us a non-relimdable Application Fee

ol'1,000.00.Il'our llranchise is for a new constiuciion or conversion Facility, you must pay us anInitial Fee. Il'you are a transferee of an existing Facility or arc renewing an existing franchise, youwill pay us a Relicense Fec. The amount of your Initial or Reficettse Fce is $6,000.00 which shallbc paid when you sign this Agreement and is fully earned when we sipgi ibis Agreement. TlteApptt'cation Fee you paidin cannectivn vvitb tliis Agreeraenl sliall be ci'edited agaiiist tlie tnnount ofFaut Initial an lleli cense Pee.

7. Recurrina Fees. Taxes and Interest.7.1 You will pay us cedain "Recuning Fees" each month ol the Term payablc in U.S, dollars (orsuch other currency as wc may direct if'hc Facility is outside the United States). The Royalty andSystem Assessmcnt Fees described in Section 7.1 are payable three days aller the month in whichthey accrue, without billing or demand. Other Rccuning Fees are payablc at thc times sct fot3h inthc System Standards. Recurring Fees include the I'ollowing:

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7.l.l A "~RQ alt *'qual to five and live-tenths pcrc

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you or any of the owners, officers, directotB, employees, agents or contractors of you or youraffiliates, including when you are ageged or held to be thc actual, apparent or ostcnsiblc agent ofthe Indemnitee, or thc active or passive negligence of any Indemnitee is alleged or proven. Youhave no obligation to indemnily an Indemnitee I'or damages to compensate for property damage orpersonal injuty if a court of competent jurisdiction makes a Imal decision not subject to furtherappeal that the Indemnitee engaged in willful misconduct or intentionally caused such propertydamage or bodily injury. This exclusion liom the obligation to indemnify shall not, howcvcr, applyif the propetty damage or bodily injuty resulted fi'om the use ol'reasonable I'orce by the Indemniteeto pl'otect pcfsolls of pl'opel ty.

8.2 You will respond promptly to any matter described in the preceding paragraph, and defend thcIndetnnitee. You will reimburse the Indemnitee I'or all costs of defending thc matter, includingreasonable attorneys'ees, incuned by the Indemnitee if your insurer or you do not assume defenseof the Indemnitcc promptly when requested, or separate counsel is appropriate, in our discretion,because of actual or potential conllicts of interest. We must approve ruiy resolution or course ofaction in a matter that could directly or indirectly have any adverse effect on us or the Chain, orcould serve as a precedent for other matters.

8.3 We will indemnity, del'cnd and hold you hartnless, to the fullest extent pcnnitted by law, fromand against all Losses and Expenses incurred by you in any action or claim arising from your properuse of the System alleging that your use of the System and any propetty we license to you is aninfi ingcment of a third party's rights to any trade secret, patent, copyright, trademark, seivicc markor trade name. You will promptly notily us in writing when you become aware of any allegedinfringement or an action is filed against you. You will cooperate with our defense and resolutionof thc claim. We may resolve the matter by obtaining a license of thc property for you at ourexpense, or by requiring that you discontinue using the infringing propetTy or modil'y your use toavoid infringing the rights of others.

9. Your Assienments, Transfers and Convevances.

9.1 Transfer of the Facility. This Agreement is personal to you (and your ownetB il'you are anentity). We arc relying on your experience, skill anti financial resources (and that ol'your ownersand the guarantors, il any) to sign this Agreement with you. You may finance the Facility and granta lien, security inierest or encumbrance on it without notice to us or our consent. If a Transfer is tooccur, thc transferee or you must comply with Section 9.3. Your Franchise is subject to terminationwhen the Transfer occurs. Thc Franchise is not transferable to your transferee, who has no right orauthorization to use thc System and the Marks when you transfer ownership or possession ol'heFacility. The transl'ercc may not operate the Facility under the System, and you arc responsible forperlortning the post-termination obligations in Section I3. You and your owners may, only withour prior written consent and after you comply with Sections 9.3 and 9.6, assign, plctlge, transfciidelegate or grant a security interest in all or any of your rights, benefits and obligations under thisAgreement, as security or otherwisc. Transactions involving Equity Interests that are not EquityTransfers do not require our consent and are not Transfers.

9.2 Public Offerings and Registered Securities. You may engage in the Iirst registered publicoffering of your Equity Interests only al'ter you pay us a public ofl'cring I'ee equal to $5,000. YourEquity Interests (or those of a person, parent, subsidiaty, sibling or al'Iiliate entity, directly or

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indirectly elfectively controlling you), are I'reely transferable without the application of this Sectioiiif'they arc, on the Effective Date, or atter the public otfcring fce is paid, they bccomc, registeredunder thc fcdcral Sccuriiics Act of 1933, as amended, or a class of securities registered under thcSecurities Exchange Act of 1934, as amended, or listed for trading on a national securities exchangeor the auiomatcd quot'ation system of thc National Association ol Sccurities Dealers, Inc. (or anysuccessor system), provided that any tender ofler for at least a majority of your Equity Interests willbe an Equity Transfer subject to Section 9.I.

9.3 Conditions. We may, to the extent permitted by applicablc law, condition and withhold ourconsent to a Transfer when required under this Section 9 until thc transferee and you meet certainconditions. If a Transfer is to occur, the transferee (or you, if an Equity Transfer is involved) mustlirst complete and submit our Application, qualify io be a fianchiscc in our sole discretion, givenihe circumstances of the proposed Transfer, provide thc same supposing documents as a newlranchise applicant, pay thc Application and Relicense Fees then in effect, sign thc form ofFranchise Agreement we then ofTer in conversion transactions and agice to renovate the Facility asif it wel'e an existing facility convciting io ihc System, as we reasonably detet3nine. We willprovide a Punch List of improvements we will mquin*.after the transferee's Application issubmitted to us. We may, in our discretion, require the transfercc to place Iunds in escrow, ai itsexpense, in order to complctc all necessaty improvements. We may require structural changes tothe Facility if it no longer meets System Stanclards for entering convcasion facilities, or in thealternative, condition our approval of the Transfer on one or more of the following; limit thetransferee's tenn to the balance of your Tenn, add a right to tcrminatc without cause exercisableby either party after a period of time has elapsed, or allow you to terminate the Franchise whenyou sell the Facility and pay us Liquidated Damages under Section 12. I at the same rate as youwould pay if the termination occurred bel'ore the Opening Date, Such pay/Dent would be due andpayable when you transl'er possession of the Facility. We must also receive general releases I'iomyou and each ol'your owners, and payment of all amounts then owed to us and our al'Iiliatcs by you,your owners, your aITiliates, the transferee, its owners inid affiliates, under this Agrccment orothenvisc. Our consent to the transaction will not be effective until these conditions are satisfied.

9.4 Permitted Transferee Transactions. You may transfer an Equity Interest or ef'fact an EquityTransfer to a Permitied Transfcrcc without obtaining our consent, renovating the Facility or payinga Relicense Fee or Application Fee. No Transfer will be deemed to occur. You also must not be indefault and you must comply with thc application and notice proccdurcs specified in Sections 9.3and 9.6. Each Pem1itted Transfcrcc must Iirst agree in writing to be bound by this Agreement, or atour option, execute the Franchise Agree/Dent loim then offered prospective lianchisees. Notransfer to a Permitted Transfercc shall release a living transferor fi'om liability untler thisAgrecmcni or any guarantor under any Guaranty ol'his Agreemcnt. You must comply wiih thisSection if you transler the Facility to a Peianiired Transferee. A transfer resulting I'rom a death mayoccur cvcn if you are in default under this Agreement.

9.5 Attempted Transfers. Any uansaction requiring our consent under this Section 9 in which ourconsent is not fiist obtained sllilll be void, as between you 6111d us. You will continue to bc liable I'rpayment and performance of your obligations under this Agreement until we terminate thisAgreement, all your financial obligations to us are paid and all System identification is removedIi om thc Facility.

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9.6 Notice of Transfers. You will give us at least 30 days prior written notice of any proposedTransfer or Pcmiitted Transferee transaction. You will notil'y us when you sign a contract toTransfer the Facility and 10 days before you intend to close on thc transl'cr of the Facility. We willrcsponil to all requests I'or our consent and notices of Permitted Transferee transactions within areasonable time not to exceed 30 days. You will notify us in wriiing within 30 days after a changein ownership of 25% or moiv, of your Equity Interests that arc not publicly held or that is not anEquity Transl'cr, or a change in the ownership of the Facility il'you are not its owner. You willprovide us with lists of'he names, addresses, and ownership pcrcentagcs ol'your owner(s) at ourrequest.

10. Our Assianments. We may assign, delegate or subcontract all or any pat2 of our rights andduties under this Agrccmcnt, including by operation of law, without notice and without yourconsent. We will have no obligations to you after you are notified that our transferee has assumedour obligations under this Agreemcnt except those that arose before wc assign this Agrccmcnt.

11.Default and Termination.

11.1 Default. In addition to the matters identilied in Sections 3.1 and 3.6, you will be in defaultunder this Agreement il'(a) you do not pay us when a paytncnt is duc under this A

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course of business, (8) you, any guarantor or any of'our owners or agents misstated to us oromitic

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to injunctive and other relict'. Wc may litigate to collect amounts due under this Agrccment withoutfirst issuing a default or termination notice. Our consent or approval may bc withheld if neededwltlle you are in del'ault under this Agrecmcnt or may bc conditioned on thc cure ol'll yourdefaults. Once a termination or expiration date I'or this Agreement has been established inaccordance with the provisions of this Agreement, wc may cease accepting reservations through theResetvation System for any person(s) seeking to make a reservation for a stay on any date includingor following thc tcnnination or expiration of this Agreement.

11.5 Your Rentedies. Il'we fail to issue our approval or consent as and wh

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13. Your Duties At and After Termination. When a Termination occurs for any reasonwhaIsocvcig

13.1 System Usage Ceases. You must comply with thc I'ollowing "de-identilication"obligations. You will immcdiatcly stop using thc System to operate and identify thc Facility. Youwill rxunovc all signagc and oihcr items bearing any Marks Bnd follow thc other steps detailed in theSystem Standal

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by the Facility. You have, when you sign this Agieement, and will maintain during the Tenn,adequate financial liquidity and financial resources to perform your obligations under thisAgreement.

14.2 This Transaction. You and the persons signing this Agreement 1'or you have full powerand authority and have been duly authorized, to ent

Oocoaign Envelope Inr FO3F43C6-116A-4836-A24216969259

15.3 Other Locations and Systems. We and our affiliates each reserve the right to own, inwhole or in part, and manage, operate, use, lease, finance, sublease, franchise, license (asfi'anchisor or franchisec), provide services to or joint venture (i) distinctive separate lodging or Ioodand bcvcragc marks and other intellectual property which are not part of the System, and to enterinto separate agreements with you or others (for separate charges) for use of any such other marksor proprictaiy rights, (ii) other lodging, food and beverage facilities, or businesses, under theSystem utilizing modified System Standards, and (iii) a Chain Facility at or I'or any location outsidethe Protected Ten itoiy You acknowledge that we are affiliated with or in the future may becomeaffiliated with other lodging providers or &anchisc systems that operate under names or marks otherthan the Marks. We and our al'filiates may use or benefit fiom common hardware, software,communications equipmcnt and seivices and administrative systems for reservations, fianchiseapplication procedures or committees, marketing and advertising programs, personnel, centralpurchasing, approved supplier lists, franchise sales personnel (or independent Iianchisc salesrepresentatives), etc.

IS,4 Confidential Information. You will take all appropriate actions to preserve thcconfidentiality of all Confidential Infom

DocuSisn Envelope ID. FD3F43C6-116A-463E-A24I216989259

may not purchase any key words I'or paid search or otlrcr clcctronic mill'kcting that utilizes anyMark without our written consent. You must make available through thc Reservation Systemand thc Chain Website all rates you ofTcr directly to thc gcncral public or inclircctly via internetmarketing arrangcmcnts with third parties. You agrcc to participate in our Central CommissionPayment Program and to reimburse us I'or any I'ccs or commissions wc pay to intcnncdiarics andretailers on your behalf or lor Chain Facilitics to participate in their programs. You mustparticipate in the Chain's best available rate on thc lntcmet guarantee or successor program. Thecontent you provide us or use yourself I'or any Internet or distribution marketing materials mustbe true, conect and accurate, and you will notif'y us in writing promptly when any correction tothe content becomes necessary. You shall promptly modif'y at our request the content ol'anyInternet or distribution marketing materials for the Facility you use, authorize, display or provideto conforan to System Standards. Any usc of the Marks and other cl

DocuSipn Envelope ID: FD3F43C6-116A-463E-A24216969259

17.3 Notices. Notices will be effcctivc if in writing and delivered (i) by I'acsimile transmissionwith confiimation original sent by first class mail, postage prepaid, (ii) by delivery service, withprool'ol'dclivciy, (iii) by lirst class, prepaid certified or registered mail, return receipt requested,(iv) by clcctronic mail, posting of thc notice on our Chain intranet site or by a similar technology;or (v) by such other means as to result in actual or constmctive receipt by the person or officeholder

Docusign Envelope ID: FD3F43C6-116A-463E-A24l216969259

17.G.4 WAIVER OF JURY TRIAL. THE PARTIES WAIVE THE RIGHT TO A JURYTRIAL IN ANY ACTION RELATED TO THIS AGREEMENT OR THERELATIONSHIP BETWEEN THE FRANCHISOR, THE FRANCHISEE, ANYGUARANTOR, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.

17.6.5 Any judicial proceeding clirccily or indirectly arising from or relating Io this Agreementshall be considered unique as io iis I'acts and may noi be brought as a class action. You and eachof thc owners of your Equity Intcrcsis waive any right to proceed against us by way of classaction.

17.7 Special Acknowlcdgmnits. You acknowledge the following statements to be trueand correct as of the date you sign this Agreement, and to be binding on you.

17.7.1 You received our Franchise Disclosure Document ("FDD") for prospectivefranchisees at least 14 days before signing this Agreemcnt or paying any fee to us.

17.7.2 Neither we nor any person acting on our behalf has made any oral or writtenrepresentation or promise to you on which you are relying to enter into this Agreement thatis not written in this Agreement or in the FDD. You release any claim against us or ouragents based on any oral or written representation or proniise not stated in this Agreementor in the FDD.

17.7.3 This Agreement, together with the exhibits and schedules attached, is the entireagreemnit superseding all previous oral and written representations, agreements andunderstandings of the parties about the Facility and the Franchise other than those sctforth in the FDD.

17.7.4 You acknowledge that no salesperson has made any promise or provided anyinformation to you about projected sales, revenues, income, profits or expenses froni theFacility except as stated in Item 19 of the FDD or in a writing that is attached to thisAgreement.

17.7.5 You understand that the franchise relationship is an arms'ength, commerciall>usiness relationship in which each party acts in its own interest.

17.8 Force Maicure. Neither you nor wc shall bc liable I'r loss or damage or deemed Io be inbrcach ol'his Agrccmcni if the I'ailurc to pcrfonu obligations results from: (a) windsionus, rains,floods, cal'll'1quakcs, typhoons, mudslidcs or other similar natural causes; (b) tires, strikes,cmbargocs, war, acts of tcirorism or riot; (c) legal restrictions that prohibit or prevent perfonnance;or (d) any oihcr simihu'cvc111 of cause beyond Ihc control oi'Ihc piniy affccicd. Any delay resultingfiom any of such causes shall cxicnd piufbnnancc accordingly or cxcusc pcrfonuancc, in whole orin pa/t, as may bc I'casonabfc, so long as a remedy is continuously aud diligently sought by theaffected paiiy, except thlit no such cause shall cxcusc paylncnt of'amounts owed at Ihc time of suchocinuvencc or pay/nein of'ecurring Fccs and other amounts duc to us subscqucni to suchoccurrence other than a governmental or judicial order prohibiting such payincnts.

DAY TaANI/ I/13

22

Docusign Envelope ID: FD3F43C6-116A-483E-A24O!216989259

I 7.9 Protected Terriforv. Wc will not own, operate, Icasc, matlagc, or license any patty but youto opcratc a Chain Facility in thc "Protcctcvf Tcrrito

Dccuaign Envelope ID: FD3F43C6-116A-463E-A24l216989259

18.1.1 The Combined Fcc shall be seven and three tenths percent (7.3%)of Gross Room Revenuesaccniing during the First an

Oocosign Envelope IO: FO394366-116A.463E-A24I216969269

IN WITNESS WHEREOF, thc patties have executed this Agrccmcnt on this 2day ofoctober

, 20 and agrcc to bc bound by thc terms anti conditions ol'this Agreemcnt asof thc Effective Date.

WE:DAYS INNS WORLDWIDE, INC.

Ii44~ ('i6taIBy: 595420310545440,..

Michael PiccolaSenior Vice PresidentContracts Administration, Coinpliancc and Quality Assurance

YOU, as franchiscc:Chhatrala Mystic LLC

By its Sole Member:Chhatrala Investments, LLC

0 5IB Idd55'ijbu2thf'RttL

055045p(M6134aging) Mcmbci

l)AY TRANO I/13

25

Docoaisn Envelope IO: FO3F43C6-116A-4936-A24I216989259

APPENDIX A

DEFINITIONS

Agreemcnt nrcans this Franchise Agrccmcnt.

Application Fec means thc I'ce you pay when you submit your Application under Section 6.

Aonroved Plans means your plans and spccilications I'or constmcting or improving thc Facilityinitially or after opening, as approved by us under Schedule D.

Casualtv means dcstmction or sig>nilicant danlilgc to thc Facility by act of God or other eventbeyond your rAY TICAtvQt/13

Appendix A - 26

Docosign Envelope ID: FD3F43C6-116A-463E-A24216989259

Directory means any general purpose dircctoly wc issue, whether printed, web-based, or issued inanother medium, which may list thc names and a

Doeoaign Envelope ID: FD3F43C6-116A-463E-A24216989259

Franchise Ye

Docusign Envelope ID: FD3F43C6-116A-493E-A24216969259

Maintcnancc Standards means thc standards speci(led fi'om time to time in the System StandardsManual for repair, rclurbishmcnt and rcplaccmcnt of FF2kE, finishes,

DocuSign Envelope ID: FD3F43C6-116A-483E-A24216989259

Recurring Fees means I'ees paid to us on a periodic basis, including without limitation, Royalties,System Assessment Fees, and other reseivation fees and charges as stated in Section 7.

Rcliccnse Fcc means thc I'cc your transferee pays to us when a Translbr occurs or the fee you pay tous il you arc renewing an existing lianchisc.

Reinsnection Fee means the fee you must pay to us under Section 3.7 if you do not complete yourPunch List on tilnc, fail any inspection or do not cooperate with our inspector or inspectionSystem Standards.

Resctvation Svstem or "Central Resetvation System" means the back end technology platform andapplications used by us to accept, store and/or communicate resenations for Chain Facilities. TheResctvation System is separate I'rom, but enables, the booking ol'reseivations for Chain Facilitiestluough various distribution channels such as thc Chain Websites, thc GDS and other distributionchannels.

Rooms Addition Fee means the fec wc charge you for adding guest rooms to the Facility.

~RD alt means the monthly fee you pay to us I'or use of thc System under Section 7(a)."Royalties'eans

thc aggregate of all amounts owed as a Royalty.

~Sstcm means the comprehensive system I'or providing guest lodging facility services under theMarks as wc specify which at present includes only the following: (a) the Marks; (b) otherintellectual propctTy, including Confidential Inl'omiation, System Standards Manual and know-how;(c) marketing, advetxising, publicity and other promotional materials and programs; (d) SystemStandards; (c) training programs and materials; (I) quality assurance inspection and scoringprograms; and (g) the Reservation System.

Svstctn Assessment Fees incans the fccs you pay to us under Section 7 and Schedule C formarketing, advertising, training, thc Rcsctvation System and other sctviccs.

Svstcm Standards means thc standards I'or pa

DocuSign Envelope ID: FDSF43C6-116A-463E-A24216989259

Technolouv Stiln

DocuSign Envelope ID: FD3F43C6-116A-463E-A24lol216969259

SCHEDULE A

(Legal Description of Facility)

DAY TBANQl/13

Schedule A - 32

DocuSign Envelope ID: FD3F43C6-116A-463E-A24216989259

SCHEDULE B

PART I: YOUR OWNERS:

NameOwnershipPercentage

Type ofEauitv Interest OITicc Held ITitlc)

Chhatrala Investments, LLC 100.00%

.Ienish Patel 100.00% Managing Meinber

PART II: THE FACILITY:

Primaiy designation of Facility; Days Inn

Number ot approved guest rooms: 122

Initial

DAY 13

DoeuSisn EnveloPe ID: FD3F43C6-116A-463E-A24216989259

DAYS INNS WORLDWIDE, INC.

SCHEDULE CApril 2013

I. Svstem Assessment Fees

The System Assessment Fee is equal to 3.8% of Ciross Room Revenues. We rcscivc theright, in our sole discretion, to increase or modify the System Assessment Fees for all ChainFacilitics I'rom time to time to cover costs (including reasonable direct or indirect overhead costs)related to such scrviccs and programs but with at least 30 days prior written notice and afterconsultation with the Board ol Directors of thc Days Inns Franchisee Advisoiy Association.

II. Additional Fees

A. Loyalty Program Charge

We charge a Loyalty Program Charge Ior your pa

Docuaign Envelope ID: FD3F43C6-116A-483E-A24216969259

I'or the salne date and accommodations an

Docusign Envelope ID; FD3643C6-116A-463E-A24216989259

its members and distributes thc remaining portion to our Global Sales Organization to offset itsadministrative an

DocoSipn Envelope ID: FD3943C6-116A-493E-A24216999259

SCHEDULE DADDENDUM FOR TRANSFER FACILITIES

This A

Docuaign Envelope ID: FD3F43C6-116A-483E-A24!216969259

or compliance with fcdcral, state or local laws, regulations or code rcquircmcnts. Wc will not bcliable to your lenders, contractors, employees, guests, others or you on account ol'our rcvicw orapproval of your plans, drawings or spccilications, or our inspection ol'thc Facility bcl'orc, duringol'I

Docusign Envelope ID: FD3F43C6-116A-463E-A24216989259

SCHEDULE DADDENDUM FOR TRANSFER FAClLITiES

i Punch List Attachcdl

DAY194140 I/13

Schc

Docusign Envelope ID: FD3F43C6-116A-463E-A24OI216989259

Days Inns Worldwide, Inc.PROPERTY IMPROVEMENT PLAN REPORT

Days Inn 06444Mystic, CT

Punchlist for Change of OwnershipDays Inn

March 21, 2013Revised on August 16, 2013

Plc Ncmc. CT Mgctcg6444 COOAV P 5 1 cl5

DoouSiqn Envelope ID: FD3F43C6-116A.4B3E.A24I216989259r1'lease

submit ag design plans and specifications to the Global Design Department Bnterior.design@wyn.com) for review and approval prior to purchasing or starlingrenovations. Ag renovations must meet Brand Standards, any items purchased or renovated without approval may need replacement if they do not meet brand designstandards.

eM4R 4/IRMThe PIP identifies specific items inspected at ihe Facility and were not in compliance with brand standards and need lo be corrected. Itis the responsibility of the Owner/Franchisee toreview the Brand Standards Manual fora complete description of ag standards and io maintain Brand Standards for any areas of the properly that are not specifically covered in thisPIP. In addition, you are responsible for ensuring that the Facility is constructed, Improved, maintained and operated in compliance with all applicable federal, state and local laws,crxfes, ordinances and regu/ations, includ/ng but noi irmiled lo, the Americans with Disabi/ilies Act and its Accessrbrflty Guide/ines. This pip was based on a random sampleinspection of the Facility during Ihe quality assurance evaluation on the date speci/red You may need to take additional actions to meet brand standards or comply with law or, at ourdiscretion, if Ihe condition of Ihe Facility changes matediagy since the mspection dale or if the brand standards change.

Ag Items in Ihis PIP are required to be completed no later than the limeframes noted. Time extensions in no way imply a waiver. Failure to comply with specified deadlines forconrpleling items may resu/r in delau/I under your Ecense or Iranchise agreemerrl and reaervalrcn service suspension. All llama wr/I ccn/inue to be eva/usted on cond/Iron,appearance and adherence to brand standards through periodic quality assurance inspections. Any items on a future quality assurance inspection that do not meet brand standardswilt be required to be remedied Failure to maintain acceptable levels of condttion and appearance and adherence io brand standards maybe grounds for default under the Franchiseor License Agreement.

The Brand Standards reference provided withm Ibis pip is to help guide you In finding the details of the standards you are required to comply with as part of this pip The referenceprovided is in no way complete instructions on the work required to fulfill the pip requiremen!s, pnor to lhe commencement of all work you are required to ensure you are complyingwith the most current standards. please consult your Development Director or noted department with specific questions to comply with the requirements contained in the pip.

By signing this Pip, I acknowledge and agree that select pieces of this pip may be provided to our approved vendors for the purpose of Iheir offering you products and services thatare required to complete this pip. Only information necessary for the vendor lo offer their products and services will be provided, including contact mforrnation, properly address,number of roams, brand converting to, and a list of items related to necessary or required products and serwces.

Oiyl Y THE FR4NCHISOR MAY REI/ISE THIS PIP. THE PIP IS VOID 188 DAYS AFTER THE INSPECTION DATE UNLESS THE FRANCHISE OR LICENSE AGREEMENTBECOMES EFFECTIVE.

The Franchise Review Committee may In its discretion revise this Pip as a condition of approving your application. You should not consider this PIP to be final untg wesign the License or ancRTgg @%Abet.

3LM3S4, PW 9/30/201382spssc45aeooAt,.Signed

Print Name:

3/28/13 sg/RB3/16I13 KP8H6/13 jjc - Name Change 8 Updates

Revisions- All Previous Coulee are Invalid

File Nome: GT urete oe444 co DAY Pago 2 ols Ioitioto

DocuSign Envelope iD: FD3543C6-116A-493E-A24216989259feeltfd Balausia/'IMProperty Name;~pro ert Address:Ctty:Sh

Zip'ountrc'.

Brand:Tier:~Oortunt tv Name:Account Name:~Owner/A licannOwner Phone:Franchise Retentton:PhoneNearest Cilv & State

IDavs Inn 506444155 Whitehall AvenueMvslicCT06335United StatesOavslanDAV-06444-Mystic,CT-122N/AJenlsh Petal(619)459.2977Camilo Gil/973) 753-8566Hartford, Connecticut

IML'lBRSalal alalael I r'SaferQA Consultant~OA Ins ection Date:OA Grade:Punchlist Prepared By:

Akina KonoJuly 5. 2012380/DRobby Witcher

IBMs/SR ewvat Iael I r'estele~Ae of Pro eris:Total Number of Floors:Slnqle/Doubts Loaded;Exterior/interior Corridor:

Conslructicn:

Competition

Clientele'otal

Licensed Guestrooms:

N/A2Double LoadedInterior CorridorN/A

N/A

N/A

122

Total Meetino RoomsTotal RestaurantsTotal Lounoes

File Name: CT Mystic OS444 Co PAV P.g 3 fg Initials

DocuSign Enve(DPe )D: FD3F43CS-1 )BA-4B3E-A24W215989259.t I

CTOSubloctof Wo k ST

CONDArse of or'k

DDCUSign EnvelOPe ID: FD3F43CB-116A-483E-A24l216989259

Scope of Work Comploto By Be dSts d dRf

Public Arose Ela aloe COND Regnshdcorsandfro s n I vnlorcab.3 Months fmm e

Uc nsoAg ea ent

4DD 02.06 / 4DD 02 D7

Public Areas Cominamat 8 o kfast CTO Provido a Co linontal broakfsst as required por Brand standards lo include food, ba a sgo andsa Ice lie s.

IMo thfonow Lice saA9ca o I

6000 1 DI I 6000102 I 60001.03I600 01 051600 0106 I 600 0107 I600.01.0816D001.091600.01.10I

600.01.11

Publi A 8 oekf st A/ea(Finishes) COND Ref ishchurmtlnbra kfa 1 en

Guostrooms (Operational) STC p ifl nlenenlys gflghtb lbs raaumdt beistaded nlheg esr pereandStandards.

Guest oo s G troom(Finishes) coND prefesso oaycle cop tt* in t I I s. I/sl ins e . Flacemenlwabo q ir d,

3 Months fram newUc n

AoreementId lo

complmnce

1 Month fmm newLIce s

Alee 0 t

600.01.08

700.02 17

700 01.01 / 700 01.02 I 700.02,04

Guest ooms Guestrooms (FF&E I0th )CONG

6Monlhsfromnew 7000206/7000208/7000208/Refinish casegocds pockage where scuffed lc pro ide e co able I PPe cee ike new condition. If License 70002 10 I 700 02 11 I 70002 12/co dtb cennolbo o I d,lolslreplacementwab eq red. Agmemenl 700.02.13

G ostfocma

Guostrooms

0 osto

G eslfocms

Guost o ms

G astrooms

Guest oo s

Drapes

Bade IM 11 ossI BoxSpr'In g

Closot Arcs Rack 8,Wing Wall

Bath and vs ky A a(Fi I heal

B Ih du ky Ares(FF&E)

Bathe dV hyA a(FF&E)

Bath ond Vonhy Area(FF&E)

COND R placobedsels( It snndboxsp gsi I . plant(o.g.d I dsept b r6.1995)andagclherbed slsInexcessofio.yean- Id ndrormssngthereq iedmsn fachrer'sdnlelag.

COND Replac onng bowd c om he e ala nod ns I meme 9220 and 0242.

COND Rapt b th o ce I ng ales whoro I ed. Ensure replacements match reI ing tiles exacdy, o

tolalreplacamenlwaba q nd

COND Replace a ity/sink un ts where ch pped or discolo od as room 220.

COND R phceva ly I o h d sl eringasin o m114.

COND Replaced ks where cracked o stained es inrooms 114 and 9231

COND Replnco he h d og desinrocm/l242.EI ttenofsttasmi *cc plableoption.6Mo the fmm e

LicenseAm ment

6M nibs frohaw LicahseAo/4e ohl

3 Months fmm nowLicense

AqrsomenlI Y or from new

UcenseAo cement

1 Yo:I ffcmhcwLice so

Aoreemenlives I e

Licen eAo nt

I YeerfromneLicense

Aamement

70D.02 14

700 03.03

300.03.08 I 700 06 05 I 700 04 07

700 06.02

TDD 06.04

700 06.04

700.06.04

Guest oc s Bath o d v ky Ares(FF&E) COND Rept opt mbng hxtu es/li (b thl bs) here tn i h des nreems it231 and237.

ives lo neLice ss 700 06,04

F le Nem: CT Mystic 00444 Co DAY Page 5 of 5 In tla

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GUARANTY

To induce Days Inns Worldwide, Inc., its successors an