How to Join Americas Best Value Inn STEPS AND DOCUMENTS FOR MEMBERSHIP

How to Join Americas Best Value Inn STEPS AND DOCUMENTS FOR MEMBERSHIP STEP 1 Thank you for your interest in joining Americas Best Value Inn. Fill out and complete the Preliminary Application Form. Return it, along with the application fee of $1,500, to our office address listed below. You also may present the Preliminary Application Form in person at your meeting with your Director of Membership Development, which will depend on the Director s travel schedule for the region and availability. Arrange to have Americas Best Value Inn conduct an inspection and photograph the Property s exterior, guest rooms, lobby, and common areas. The information will be sent to our Approval Committee for review. The Approval Committee will make an initial determination of approval status, which will be subject to your agreement to a Property Improvement Plan (PIP), if applicable. STEP 2 Your Director of Membership Development will discuss the terms of joining the Brand. After receiving the PIP, if any, review it to see if any requirements are needed to be performed by you prior to further review by the Brand, and if you otherwise agree to the PIP. Note that some PIP items may be required prior to opening as a Member of the Brand (in which case, a Pre-Opening PIP Fee of $750 must accompany your Initial Fee). Complete the Americas Best Value Inn Application and Membership Agreement and return it along with the full Initial Fee, which is due before any final approval is issued by our Approval Committee. Additional forms that must be signed by you and returned with the Americas Best Value Inn Membership Agreement and Initial Fee: Fee Summary Required Signage & Marketing Programs Definitions Trade Mark Terms Any addenda or amendments to Membership Agreement, including a PIP, if required for your Property TACS Program Agreement Please send all of the items needed by Express Mail, Priority Mail, UPS, or similar service. Make sure to keep a copy of the airbill for tracking purposes. Send the package to our Corporate Offices at: Vantage Hospitality Group, Inc. Attention: Applications Department 3300 North University Drive, Suite 500 Coral Springs, FL, USA 33065 Phone: 877-311-2378, Ext. #143 Rev. 12/13/US

Preliminary Application North America Vantage Hospitality Group, Inc. 3300 N. University Dr., Suite 500 Coral Springs, FL 33065 USA 877-311-2378 Fax: 954-575-8275 www.joinabvi.com

Vantage Hospitality Group, Inc. New Member Preliminary Application Please Print: Property Name: Property Address: City/State or Province/Zip or Postal Code: Property Phone: Property Fax: Entity Name: TYPE OF ENTITY: General Partnership Individual Proprietor Joint Venture Limited Partnership Corporation Trust Limited Liability Company Other: Jurisdiction of Incorporation: Tax ID Number: PRINCIPAL CONTACT INFORMATION: Name: Phone: Address: Fax: City: Cell Phone: State or Province: E-mail: Zip or Postal Code: ENTITY OWNERSHIP BREAKDOWN: Name, Address, Title and % of Ownership Note: Ownership breakdown must equal 100%. Attach separate sheet if necessary. Average daily room rate: $ Occupancy %: # of Floors # of Rooms: # of Suites: # of Closed Rooms Room Types: King: Queens: Doubles: Suites: Corridor Type: Interior Exterior Other: FOOD & BEVERAGE FACILITIES / AMENITIES: Restaurant Indoor Pool Game Room Exercise Room Lounge Outdoor Pool Gift Shop Guest Laundry Do you own a computer? Yes No Type of front desk system: Type of Internet Connection: DSL/Fast Access Modem Other: E-mail address: Website Address: To whom do we send notices, updates, etc.? Name: Phone: E-mail address: Is property AAA/CAA approved? Yes No If yes, what is your diamond rating: Current / Former Franchisor: Most Recent QA Score: GDS Representation: If new construction property, proposed opening date: If new ownership property, proposed closing date: Year property opened: Has property been upgraded since? No Yes/Year: Have there been any additions to the property since original opening? No Yes/Year: Please list what, if any, upgrades/additions were completed (use separate sheet if necessary): 1 of 2

MORTGAGE INFORMATION: Bank / Mortgage Co.: Address: City: State or Province: Zip or Postal Code: Contact: Phone: Account #: Maturity Date: Outstanding Principal: $ INSURANCE INFORMATION: Name of Property and Casualty Insurance Company: Insurance Agent Information: Name: Company: Address: City: State or Province: Zip or Postal Code: Phone: Fax: The undersigned certifies that the above information given for credit purposes is true and correct and authorizes Vantage Hospitality Group, Inc., and its affiliates, any credit bureau or other investigative agency to investigate the references, statements and other data listed or accompanying this Application. The undersigned authorizes all parties contacted to release credit and financial information requested as part of said investigation. Vantage Hospitality Group, Inc., reserves the right, in its sole discretion, to approve or disapprove the Membership Application. Applicant will not be deemed to have been granted a membership to operate an Americas Best Value Inn or Canadas Best Value Inn guest lodging facility and there shall be no binding obligations on either party, other than with regard to the Application Fee, unless and until both parties have executed the Membership Application and Agreement. Enclosed with this Preliminary Application is a check for US$1,500 representing the Application Fee. This fee is non-refundable except in the event that Applicant s Membership Agreement is not accepted by Vantage because of proximity of Applicant s Property to another Americas Best Value Inn or Canadas Best Value Inn facility. In that event, Vantage will refund the Application Fee. This fee is not part of the Americas Best Value Inn or Canadas Best Value Inn Brand Membership Initial Fee. Signed: Title: Date: Signed: Title: Date: Enclosed with this Application is a US$1,500 Application Fee. Applicants for US Properties: Please make check payable to Vantage Hospitality Group, Inc. Applicants for Canadian Properties: Please make check payable to Canadas BV Inn Inc. Send to: Vantage Hospitality Group, Inc., Attn: Applications Department 3300 N. University Dr., Ste. 500, Coral Springs, FL 33065 2 of 2 Rev. 12/13

AMERICAS BEST VALUE INN APPLICATION AND MEMBERSHIP AGREEMENT This is an application for Membership in the AMERICAS BEST VALUE INN BY VANTAGE brand (the Brand ); once approved by the Brand, this application becomes the Membership Agreement between Vantage Hospitality Group, Inc. ( Vantage ) and the Member. Applicant is (company or other legal entity): (the Applicant ) and is applying for its lodging facility located at (address): City/State/Zip: (the Property ). The Property has Billable Units. It is agreed that: 1) MEMBERSHIP: If this application for Membership is approved by Brand, it thereupon becomes the Membership Agreement between the parties hereto, and Applicant shall thereafter be and be referred to herein as Member and in consideration thereof, Member shall abide by the Brand Standards including, all duties and responsibilities required by this Agreement. The Brand offers Brand Programs that are intended to educate and assist the Member in improving its Property Standards and Level of Service through Member s efforts and participation. Member s satisfaction and success as a Member depends substantially on Member operating and maintaining the Property in accordance with the Brand Programs; however, other than as set forth in this Agreement, Member is free to operate Property pursuant to its independent best practices business judgment. The granting of Membership is dependent upon Applicant and Property meeting all of the Criteria of Membership. 2) INITIAL FEE: As a condition of Brand considering Applicant for Membership, enclosed herewith is Applicant s good check payable to Vantage Hospitality Group, Inc., in the amount of $10,000.00 plus $150.00 for each Billable Unit in excess of 50 Units, for a total of $ (the Initial Fee ). 3) RECURRING FEES: The Fee Summary attached hereto shall establish the minimum fees charged to Member. a) MEMBERSHIP FEES AND MARKETING FEES: Based upon a per Billable Unit fee as set forth on the Fee Summary, payable monthly. b) ANNUAL CONFERENCE FEES: Based upon a per Property fee as set forth on the Fee Summary, payable monthly. c) RESERVATION FEES (Booking Fees): Booking Fees are due and payable on a monthly basis in accordance with Perot/TACS Agreement, attached hereto. Property may be activated in the Reservation System prior to the Billing Start Date and Member may therefore incur Booking Fees prior to the Billing Start Date; notwithstanding, Member shall timely reconcile, process, and pay allsuch Booking Fees. d) MEMBER-APPROVED PROGRAM FEES: Based upon the individual Program Fees; see Required Marketing Participation Programs Form, incorporated herein. e) BILLING: Fees may be billed via mail, fax, or internet and, in any such case, Member shall comply with Brand requirements (including Perot/TACS Agreement) for Timely review and reconciliation (see also paragraph 9), after which, all billing is final and payable in full. Payments made via check may be processed via electronic check processing. By submitting a check for electronic payment, Member authorizes Brand to initiate this process from Member s account. The Billing Start Date will be the first day of the month that is two calendar months following the calendar month of the Approval Date. Examples are provided in the Definitions (Exhibit B). 4) SPECIAL CONSIDERATIONS: Any special terms must be set forth in a written addendum or amendment and made on Exhibit hereto. 5) INTEGRATION CLAUSE; DEFINITIONS: Only information contained on this Application, in the Exhibits, and provided by you in the Preliminary Application, and no oral or other agreements, shall be deemed a part of this Application or Agreement unless specifically incorporated herein by reference. ADDITIONAL TERMS AND CONDITIONS ARE CONTAINED IN EXHIBITS INCLUDING: THE FEE SUMMARY (EXHIBIT A); THE DEFINITIONS (EXHIBIT B); THE REQUIRED MARKETING PARTICIPATION PROGRAMS FORM (EXHIBIT C); TRADE MARK TERMS (EXHIBIT D); AND ANY ADDENDA. THOSE TERMS AND CONDITIONS ARE PART OF THIS APPLICATION AND AGREEMENT. PARAGRAPH TITLES ARE NOT CONTROLLING. BRAND STANDARDS AND MEMBER-APPROVED PROGRAMS MAY BE CHANGED, UPDATED AND/OR MODIFIED FROM TIME TO TIME WHEREUPON THEY SHALL BE CONSIDERED INCORPORATED HEREIN. THE PEROT/TACS AGREEMENT (INCLUDED AS EXHIBIT E) IS A THIRD-PARTY CONTRACT REQUIRED FOR MEMBERSHIP. 6) TIME IS OF THE ESSENCE: All duties and obligations of Member shall be performed Timely. Dated this day of, Mailing Address for Owner/Office, if different than Property address: CompanyName: Tax ID No: Signature: Printed Name: Title: Cell Phone: State of incorporation or registration and State Folio Number: All billing and notices are to be sent to (check one): Property Address Owner/Office Address Property Phone #: Property Fax #: Property e-mail: Office Phone #: Office Fax #: Office e-mail (if different): FOR AMERICAS BEST VALUE INN USE ONLY Approval Date: the day of, 20 Billing Start Date: the day of, 20 Effective Date: the day of, 20 (If no date entered, the same date as the Approval Date.) Renewal Date: the day of, 20 By: Title: 1 of 2 Rev. 3/14/US

7) MEMBERSHIP APPROVAL PROCESS: This is a request by Applicant for a Membership. In order for the Application to be considered by Brand, it must be completed, executed and returned along with the Initial Fee, completed Preliminary Application Form (if not previously submitted) and non-refundable Application Fee (if not previously submitted) within ten (10) business days from the date Applicant receives the Application. Member must meet all Criteria of Membership. In cases where conditions to acceptance are noted, such as a Pre-Opening PIP, Applicant will be advised. Where a Pre-Opening PIP is required, it must be executed by Applicant and returned to Brand whereupon the Application will be reconsidered. Upon approval of this Application as evidenced by the signature of Vantage s authorized representative and date hereon, this Agreement shall be binding and the Initial Fee shall be earned. 8) TERM: Initial Term is for one year beginning on the Billing Start Date, unless stated otherwise in an addendum or amendment. At the end of the Initial Term, Membership shall continue for Subsequent Terms of one year each beginning on the Renewal Date unless canceled by either party more than 90 days prior to the Renewal Date. 9) DUE DATE, LATE FEES AND REACTIVATION FEES: All fees and charges are due upon receipt, unless otherwise stated, for example, in the case of the Perot/TACS Agreement. Membership, Marketing and Conference Fees are past due if not paid by the 10th of the month and all other fees are past due if not paid by the 25th of the month, in each case, following the date of billing. A late fee of $25 or 1½% interest per month on unpaid fees, whichever is greater, will be charged on all past due accounts. If a Property is in Suspension then, as a further condition of cure, Member shall pay the Reactivation Fee and provide Brand a DDA for all Fee payments for a period of no less than 12 months. During Suspension Brand may, at Member s expense, cancel and/or relocate any Property reservations in the Reservation System. 10) PROPERTY STANDARDS, INSPECTIONS AND LEVEL OF SERVICE: Applicant/Member covenants that the Property meets or exceeds Property Standards. Member agrees to Quality Assurance Inspections both as a condition of Membership and on an annual basis. Depending on the schedule of the Brand inspector, the first QA Inspection may occur within a relatively short period of time after the Approval Date. Property Standards may be more stringent than those necessary to achieve an AAA rating; consequently, Property Standards must be maintained regardless of AAA rating. Member shall provide complimentary accommodations for the Brand inspector at the Property for purposes of QA Inspections. Member will be provided with a copy of the Quality Assurance Report, advised of its Quality Assurance Score (QA Score) and, should the QA Score be less than an A, Member will be provided with a PIP or action plan in order to bring the Property in compliance with Property Standards. Member shall Timely comply with the PIP or action plan. Additionally, if Property receives a failing QA score (F), it shall be immediately Suspended pending Timely acceptance, commencement and completion of the PIP and confirmation of status as a Member in Good Standing. All costs of a follow-up QA Inspection shall be paid by Member (minimum $500) plus reasonable travel expenses. Member shall operate its Property consistent with Brand s Level of Service standard and shall endeavor to promptly resolve guest complaints at the Property level. When a guest notifies Brand of a complaint regarding Brand Standards, the Guest Complaint Procedure shall be followed; see Resource Guide. Should Member fail to Timely resolve a guest complaint to the satisfaction of Brand and should Brand, in its discretion, deem it necessary to resolve the complaint, Brand may charge Member and Member shall Timely pay for the cost of compensation to the guest plus an administrative fee of $75.00. Repeated guest complaints or a pattern of unresolved guest complaints may result in Suspension or Termination. 11) USE OF LICENSE AND EFFECT OF TERMINATION: Brand marketing for the Membership is conducted under and pursuant to the Mark and BV Chain Code and is facilitated by the Marketing Fees under the direction of the Brand marketing department and the Advertising Council. Use by Member of the Mark is for the transient lodging facility located at the Property only and the license to do so shall not be transferred without the express written consent of Brand. See also Trade Mark Terms attached as an Exhibit hereto. Member shall utilize the Marks at the Property in a prominent fashion including primary interior and exterior signage in such a fashion that the consumer/guest will easily identify the Property as being a Member of Brand. All signs utilizing Marks must be approved in writing and in advance by Brand; such approval shall not be a guaranty that the sign meets code or the sign can (curvilinear shape), does not violate third party trade or service marks. Sign specifications submitted by a sign company that is not a Preferred Vendor will be subject to a non-refundable Sign Compliance Fee.Should Membership cease, for any cause, Member shall, at Member s expense: 1) immediately terminate all uses of the Mark and all Brand Programs at the Property; online, including social networking sites; in print collateral; in corporate names; in domain names; in merchant processing accounts; on bank accounts; and in all other vehicles; 2) immediately return the Resource Guide and all other property of Brand to the Corporate Office; and 3) remove any use of the Mark, including removal of Mark from all signage, furniture and fixtures and from all OTA sites within the time frame indicated in the Notice of termination of Membership or within 15 days of termination by Member (the De-Identification Date ). In the event Member fails to Timely and completely remove all Marks and stop using all Brand Programs, Member acknowledges the damage done to Brand thereby will be difficult or impossible to ascertain and Member shall pay to Brand the amount of $150.00 per day beginning on the De-Identification Date and continuing until the use of all Marks is confirmed by Brand to have ceased. Brand is not responsible for ensuring that any travel website timely or correctly gathers and/or populates its site with updated information. 12) AREA OF PROTECTION (AOP): The grant of a license under this Agreement does not guaranty to Member any Area of Protection unless agreed to in writing by Brand. An AOP, if provided, is relative only to the market segment in which Member operates. An AOP for an Inn product would not prevent the Brand from granting a license to an applicant who will operate a Suites product. 13) PROGRAM COMPLIANCE: a. MEMBER-APPROVED PROGRAMS: Member shall comply with all Member-Approved Programs as and when such Programs are approved by Membership Vote and are implemented by the Brand. As of the Approval Date, all material Member-Approved Programs are set forth or incorporated in this Membership Agreement and its Exhibits, or in the Resource Guide (which is available upon request for review). Where applicable, costs and/or fees attributable to Member-Approved Programs will be billed to Member as additional Fees. b. BEST PRACTICES: Notwithstanding the above, the Brand is not established to, and does not, substantially control the business operations, local property marketing programs or business practices of Member and therefore relies upon Member to understand its local market and consumers/guests and to operate Property consistent with the applicable best business practices in the transient guest business; where there is a conflict between this Agreement and a Property s claim of applicable best business practices then this Agreement shall be controlling. c. INDUSTRY STANDARDS: Certain standards of customer/guest service and information integrity are common in the industry and/or are consistent with typical norms imposed by Distribution Entities. Member shall abide by these industry standards including that: (i) Property Data shall be maintained and updated by Member on a regular basis; (ii) rates and availability of inventory shall be maintained by Member in the CRS to provide last room availability; (iii) Member shall honor policies, rates and availability as displayed in the CRS; (iv) reservations booked through OTAs with which the Brand has a direct Brand-level agreement shall be managed through the CRS; (v) in the event the Property is unable to accommodate a guest with a confirmed reservation, Property shall secure comparable accommodations for the guest at no additional charge to the guest; and (vi) Member shall Timely respond to guest s and/or provider s inquiries and/or complaints (not in excess of 5 business days from the date the complaint is submitted to Member in accordance with the Membership-Approved guest complaint procedure). 14) DEFAULT: If Member is in default of Brand Standards (other than non-payment of Fees) or if the operation of the business is inconsistent with or detrimental to the Brand, in Brand s determination, then Member shall be notified of default. After Notice and an opportunity to cure, if Member remains in default then, without further Notice, Brand may suspend the Property. Thereafter, if Member fails to Timely cure, Brand may terminate this Agreement and accelerate all Fees through the end of the then-current Term. If Member is in default for non-payment of Fees, Brand will issue a shut-off advisory by mail and, if the default for non-payment remains uncured, Brand will issue a shut-off notice via facsimile providing 48 hours to cure. If Member does not Timely cure at that time, Property may be placed in Suspension and thereafter notified otermination, including acceleration of Fees. Nothing herein shall be taken to limit Brand s rights and remedies. 15) TERMINATION: If Member terminates this Agreement prior to conclusion of any Term or if Member is terminated under the Agreement, Member shall immediately pay all amounts due (Fees and other charges); the balance of Fees for the Term on an accelerated basis; and all Booking Fees. At the discretion of Brand, Booking Fees shall be due either as incurred or based upon the information shown in the CRS as of the date of termination. Brand will process reservations for arrivals only prior to the termination date. For guests confirmed for an arrival date on or after the termination date, Member shall comply with Brand Standards. Brand reserves the right to contact guests and/or make alternate accommodations for guests in the event Brand deems necessary, in its sole discretion. 16) TRANSFER FEE: The License granted hereunder is non-transferable without the written consent of Brand and the payment of a Transfer Fee (currently 50% of the current Initial Fee). A Change in Ownership is considered a transfer for purposes hereof. 17) INSURANCE: Member shall, at all times, carry property and casualty insurance on the Property whereon Brand is named as an additional insured; a certificate evidencing of such coverage shall be submitted to Brand within fifteen (15) days of Approval Date (consistent with the Resource Guide) and shall be resubmitted on an annual basis. Minimum coverage requirements shall be the greater of (a) those required by the mortgagee of Property or (b) $1M/1M general liability, personal injury and medical, fire and loss of revenue endorsements. Should Member fail to comply with this provision, Brand, in addition to its other remedies, may contact Member s agent or carrier directly or otherwise obtain said coverage and bill the applicable premium to the Member to be paid in full upon receipt. 18) GOOD FAITH AND FAIR DEALING; AGREEMENT DOES NOT CREATE JOINT VENTURE, ETC: Member and Brand agree to deal with each other honestly, fairly, in good faith and in a non-discriminatory manner. Nothing contained herein shall be deemed to create a joint venture, partnership, agency, servant, subsidiary or legal representative relationship (except with regard to authority to transfer Property Data in the Reservation System, in particular to facilitate reservation activity) of or between the Parties. Member is an independent third party. Member is not authorized to make any contract, agreement, representation or warranty on behalf of Brand or induce any debt or other obligation in the Brand s name. 19) DISPUTES, ATTORNEYS FEES: In the event either party is required to engage an attorney to enforce its rights hereunder or in any ancillary action, the prevailing party shall be entitled to recover reasonable attorney s fees and costs for pre-trial, trial, mediation, and on appeal. In the event that Brand, its agents or assigns are made a party to any claim, action, or suit against Member or Property wherein Brand, its agents or assigns is/are named in a capacity as a passive tortfeasor (i.e., not the party who is alleged to have actively committed the wrong) or should the Brand, its agents or assigns incur any expense or attorney s fees or costs as a non-party to litigation and/or administrative proceedings and/or for any other reason, then, to that extent, Member agrees to indemnify Brand for all damages, costs, expenses, and attorney s fees and immediately pay same upon being billed. With regard to any claim by a Member against Brand (whether arising under this Agreement or otherwise), Brand may require that said matter shall be referred to and resolved in arbitration. In the event that Brand declares Member in default due to a Quality Assurance (with the exception of a life-safety matter) or guest service issue (but not Brand Standards discrepancy), Brand or Member may request that such matter be referred to an Advisory Board Member (the Advisory Board Member will be chosen by the Brand and must be one of the elected hotel owner Members and not a corporate or Preferred Vendor member) for review ( Advisory Board Review ). A request for Advisory Board Review must be made by Member within ten (10) days of Member s receipt of the Notice of Default or other notice of deficiency. Member s right to Advisory Board Review is conditioned upon all payments to Brand being current and Member otherwise being a Member in Good Standing. Advisory Board Review will be limited to a decision on the specific matter referred and within thirty (30) days a written decision will be rendered by the Advisory Board Member. The decision of the Advisory Board Member is binding. As a portion of the consideration for the fees charged hereunder, Member agrees that Florida law shall apply to all disputes, exclusive jurisdiction shall lie in the State of Florida, and the exclusive venue for all proceedings, including arbitration, shall be in Broward County, Florida unless Brand expressly agrees otherwise. Please mail this application and check to: Vantage Hospitality Group, Inc. Attn: Applications Department 3300 North University Drive, Suite 500 Coral Springs, FL 33065 Phone: 877-311-2378 Fax: 954-575-8275 2 of 2 Rev. 3/14/US

FEE SUMMARY - EXHIBIT A TO MEMBERSHIP AGREEMENT Application and Initial Fees Initial Fee: $10,000 minimum up to 50 rooms 51+ rooms, $150 per room Application Fee: $1,500 is due and payable along with the submission of the Preliminary Application Form. This non-refundable fee is not part of the Initial Fee. Monthly Fees Year 2014 2015 2016 Membership Fee (Minimum: $780 per month in 2014*) First 50 Rooms fee / room / month 51-75 Rooms fee / room / month 76+ Rooms fee / room / month $19.50 $15.50 $14.50 $20.50 $16.50 $15.50 $21.50 $17.50 $16.50 Year 2014 2015 2016 Marketing Fee (Minimum: $520 per month in 2014*) Fee / Room / Month $13.00** $14.00** Based on Member Vote in Dec. of 2014 Membership and Marketing Fees adjust automatically on January 1. All fees are shown in U.S. Dollars and apply to U.S. and Canada only. * The minimum billing amount is adjusted on an annual basis and the amount is based on a 40-room minimum at the then-current Membership or Marketing Fee.** Includes Internet Marketing Search Engine Funds #1 and #2. Conference Fees: $60 per property/month Allows one person from each Property to attend Vantage Hospitality Group s International Educational Conference & Trade Show. Reservation Booking Fees Call Center/Voice: No fees for reservations Americas Best Value Inn s and Canadas Best Value Inn s Websites: CRS Fee of 7% (of completed booking) Third Party IDS (Internet Distribution System): CRS Fee of 7% (of completed booking) + Switch Fee of $5.75/reservation + Travel Agent/Website Host Commission of 10% GDS: CRS Fee of 7% (of completed booking) + GDS Host Fee of $5.75/reservation + Travel Agent Commission of 10% Dell/TACS Fees: 85 per financial transaction (completed booking with a commission due to an agency) and 10 for non-financial transactions (a booking representing a non-commissionable rate, net rate, cancellation or no-show). Other Fees - If Applicable PMS Interface Fee (optional): One-Time Setup: $395; Monthly: $50 Pre-Opening PIP Fee: $750; Re-inspection Fee (if needed): $500 Renewal Fee for Members in Good Standing: $0 Data Update Fee for Members in Good Standing: $0 NOTE: Booking Fees, PMS Interface Fees, and Dell/TACS fees are derived from third-party agreements are subject to change. Property Name: Authorized Signature: Date: Approved by: Date: Rev. 12/13 CN US

DEFINITIONS - EXHIBIT B TO MEMBERSHIP AGREEMENT These Definitions constitute a part of the Membership Agreement. By signing the last page of these Definitions, the Member acknowledges having read them and agrees to be bound by them. A ADS: Alternate Distribution System; A general reference to electronic distribution companies that utilize the internet and act as information portals through which consumers may review certain property information and may effect a reservation. This system is alternatively referred to as the Internet Distribution System (IDS) and includes Online Travel Agencies (OTAs) and is intended, in part, to provide nomenclature to differentiate this group from the GDS. Additional Insured: A reference on the Certificate of Insurance that a Member provides to Vantage relative to the Property that indicates the Member s insurance company agrees that the party named as an additional insured is entitled to certain rights under the insurance policy of the insured (i.e., the Member). Advertising Council: A group consisting of Value Members (elected by fellow Value Members) and Vantage representatives who review and approve the Marketing budget line items, allocations and expenditures. The Council is currently comprised of eight (8) Value Members from the U.S. or Mexico; one (1) Value Member from Canada; three (3) Vantage Corporate Representatives; and one (1) representative of Vantage s marketing firm. The Value Member representatives are elected at the Membership Meeting and serve two (2) year terms. Advisory Board: A group consisting of Value Members (elected by fellow Value Members), one Preferred Vendor, and Vantage corporate representatives. The Advisory Board provides input and guidance on Vantage and Brand operations and procedures as they directly impact the Membership as a whole. Value Member representatives and the Preferred Vendor Representative are elected at the Membership Meeting and serve three (3) year terms. In order to qualify for nomination to the Advisory Board, a Value Member must have served on the Advertising Council for at least two (2) years. Advisory Board Review: A dispute review process that is initiated by either the Brand or a Member when there is a disagreement between Vantage and a Member relative to certain issues under the Membership Agreement, including such matters as resolution of guest complaints and the application of Brand Programs and Procedures. This review process is intended to assist in the timely, efficient, and fair handling of certain disputes, and to provide guidance on relevant issues. Annual Brand Membership Conference (Annual Conference): A meeting traditionally convened once per year in early December in Las Vegas, Nevada, held for the purpose of providing a venue for the Vantage Members, vendors and Brand guests, and officers and employees of Vantage and the Brands, to gather for the benefit of the Membership and the Vantage Brands. Conference sessions focus on education and social networking, and provide an introduction to vendors and their goods and services. The Membership Meeting is held during the Annual Brand Membership Conference, more formally known as the Vantage International Educational Conference and Trade Show. Annual Conference: See Annual Brand Membership Conference. Annual Conference Fees: Fees charged to the Vantage Members on a monthly basis as set forth in the Fee Summary, and used to offset the cost of attendance of one representative of the Member to the Annual Conference. Vantage Members are responsible for their own transportation costs and certain expenses. Applicant: The party (whether an individual, corporation, partnership, LLC, or other entity), that owns the Property for which the Application is submitted and who/that is applying for Membership in the Brand. Application: The act of submitting the Application Form, Application Fee and requesting to become a Member by submitting the completed and executed Membership Agreement form and Exhibits. Application Fee: The non-refundable sum of money referenced on the Fee Summary to be paid, on a one-time basis, by the Applicant as a condition of Brand considering Preliminary Application for Membership. Application Form: See Preliminary Application Form. Approval Committee: Representatives of the Brand who review an Application for Membership. Once an Application Form, Application Fee, Membership Agreement (and all Exhibits) and Initial Fee are submitted to the Brand, the Brand will schedule an internal meeting to discuss the Application and determine whether the Property and Applicant, as represented, meet the Brand Standards and, if so, the Approval Committee will process the Applicant and Property for approval; notwithstanding approval or deposit, if any, the Applicant is not granted Membership until such time as an authorized Brand Representative executes the Membership Agreement. Approval Date: That date entered on the first page of the Membership Agreement that acknowledges the Brand s acceptance of the Applicant as a Member of the Brand. Arbitration: An arrangement whereby a dispute is referred to and resolved by an impartial person or organization. Under the Membership Agreement, Brand may require that any dispute claimed by Member be submitted to binding arbitration. In that event, the dispute will be resolved pursuant to the rules of the American Arbitration Association. Area of Protection: A geographic area in which the parties to the Membership Agreement agree that the Brand may not allow another Property of the same type of product (e.g., inn, suites or resort) to be physically located. Due to the nature of the Brand, a Suites product may be located within an AOP of an Inn product, especially in cases where not only the products are different but also where the average daily rates are significantly different (e.g., 15% or more). AOPs must be set forth in a written document signed by an authorized Brand Representative. B Billable Units: The number of transient hotel units for a Property that are available for occupancy (excluding units temporarily out of service) and for which Member incurs Fees. Billing Start Date: The date on which the Brand shall begin to hold Member accountable for Fees (see paragraph 3 of Membership Agreement: Recurring Fees). Said date typically will be the first day of the month that is two calendar months following the month of the Approval Date. For example, if the Approval Date is October 20, the Billing Start Date is December 1. Failure to Timely install Brand Signage, complete a Pre-opening PIP or other lack of diligence on Member s behalf shall not be cause to delay the Billing Start Date. Booking Fees: See Reservation Fees and the Fee Summary, Exhibit A to the Membership Agreement. Brand: Americas Best Value Inn by Vantage. Brand Fees: All fees charged or chargeable by the Brand including the Application Fee; Initial Fee; monthly Membership Fees; monthly Marketing Fees; monthly Conference Fees; fees for any Member-Approved Programs (e.g., State Travel Guide fees and internet marketing fees), Consortia fees (if any), and all other fees and charges that may, from time to time, be charged by Brand to Member, including late fees, administrative fees, interest charges and bank charges. Brand Programs: The benefits of and resources available through Membership, including the License and the Reservation System, and the ability of Members to utilize and/or benefit from Brand resources such as the Resource Guide, Marketing Program, education programs and operations support. Brand has no obligation to provide Member with initial training at any time, however remote training in the use of the CRS is available to Members at no charge and Members may, at their discretion, take advantage of programs made available by the Brand, some of which may be at an additional fee. Applicant represents that it is experienced in the hotel industry and in the operation of the Property such that it will be able to maintain the Property and the Brand s Standards for Level of Service, and be able to take advantage of the Brand Programs. Brand Representatives: Officers and other employees of Vantage. Brand Signage: The physical means by which the Mark is represented to and/or made visible (including for the visually-impaired) to the consuming public, guests, Member employees, etc. Typically, Brand Signage at a Property includes the primary sign, such as a pole sign, one or more monument or ground level signs, and one or more signs affixed to the exterior and interior of the building. These signs may be in addition to independent signage, where agreed upon, and may be manufactured of various media, including exterior lit and/or interior lit packages. Where the Mark is used, its representation must be approved by the Brand; this approval includes lettering, sizing, the logo, coloring and, where vinyl and or paint is used, confirmation of the specific color codes as set forth in the Resource Guide. Any signage that is determined by the Brand, in its discretion, to be non- conforming shall be immediately, and 1 of 4 Rev. 3/14/US

at Member s expense, removed and/or covered and replaced with approved Brand Signage; see Resource Guide. Brand Standards: The minimum requirements established for the Brand, and with which Member shall comply, including: Property Standards; Level of Service; adherence to Member Approved Programs; and maintaining Member in Good Standing status. Brand s Reservation System: A primary function of the Brand is to provide Members with access to myriad reservation channels. Vantage Members access many of those reservation channels through the CRS, Sabre Hospitality Solutions. C CBVI: Canadas BV Inn Inc., a British Columbia corporation, that is a wholly-owned subsidiary of Vantage; also may refer to the brand Canadas Best Value Inn. CRS: Central Reservation System; Sabre Hospitality Solutions is the provider of this service for the Brand. Through Sabre interface, Member is granted certain levels of access to change and control rates and availability. Change of Ownership: A change of ownership or control of the Property or in the entity that owns the Property, including a transfer, grant of proxy or sale of more than 33% of the controlling interest. Consortia: A loosely knit group of independently owned and managed companies, such as travel agencies, tour operators, hotels or other suppliers, with a joint marketing distribution process. Corporate Office: The Brand s operations office located at Vantage headquarters in the U.S. The address, telephone and fax numbers for the corporate office are as follows: 3300 North University Drive, Suite 500, Coral Springs, Florida 33065, USA. Phone: 954.575.2668. Fax: 954.575.8275. Criteria of Membership: Factors considered by Brand as a pre-requisite to accepting Applicant as a Member, including whether the Property meets Property Standards and Level of Service standards, in the discretion of the Brand; and whether granting Membership is in the best interest of the Brand and its existing Members. Timely completion of the pre-opening Brand requirements, including any applicable Pre-opening PIP, is a condition subsequent to a grant of Membership (i.e., Membership may be revoked if the Pre-opening PIP is not Timely completed). D DDA: See Direct Debit Authorization. DSP: See Distribution Service Provider. DSP Fee: Charges imposed by Distribution Service Providers (DSPs), such as Pegasus ODD, that provide connectivity to OTAs and by the GDS entities that provide connectivity to their network of travel agencies; also referred to as Switch fees and/or host fees. Such fees are subject to change, without notice, based on the fees charged to the Brand. Data Update Fee: A fee charged by the Brand to compensate the Brand for the time, effort and resources required and expended to review, confirm, and, as necessary, revise and/or modify the Property Data of a Property on an annual basis; see Fee Summary. De-Identification Date: The date set out in any termination notice by which all Brand indicia must be removed. Direct Debit Authorization (DDA): Automated debit from Member s designated bank account submitted electronically to Member s bank for payment to the Brand by transmitting the routing number, account number and check serial number to the Brand s bank. Distribution Entities: Companies (including the GDS, OTA, Consortia, etc.) that provide listings and/or dissemination of Property Data to the various consumers of hotel rooms and related services represented through the Brand. Distribution Service Provider (DSP): An entity that provides an electronic link between a CRS and a Distribution Entity; also referred to as a Switch or host. Due Date: The day of the month or the time period within which the obligated party is required to take and/or complete a certain action, such as payment of a bill. E Effective Date: The date on which the Initial Term of the Membership Agreement begins; the same date as the Approval Date unless otherwise noted on the first page of the Membership Agreement. F Failing QA Score: A QA Score issued pursuant to a Quality Assurance inspection with a point score of 454 or less; will result in Suspension, a PIP and DDA; see also Suspension. Fee Summary: Exhibit A to the Membership Agreement that sets forth the applicable fees of the Brand including: Application Fees; Initial Fees; monthly Membership Fees; Marketing Fees; and Conference Fees, as well as those fees related to reservations. Certain fees set forth in the Fee Summary are subject to change and not all fees are referenced in the Fee Summary; for example, if a re-inspection is required, there is a minimum fee of $500 plus travel expenses pursuant to Paragraph 10 of the Membership Agreement. Fees: All charges that may be incurred by a Member including Brand, Booking and Member-Approved Program fees. G GDS: Global Distribution System, an affiliation of travel agent focused distribution companies including Amadeus, Galileo, Sabre and Worldspan. The Brand is represented through the GDS to these distribution partners pursuant to the BV Chain Code. Guest Complaint Procedure: A process developed by the Brand and approved by the Membership by which issues raised by consumers with regard to either product or service matters related to a Member Property are resolved. I IDS: Internet Distribution System; a general reference to electronic distribution companies that utilize the internet and act as information portals through which consumers may review certain property information and may effect a reservation. This system also is referred to as the Alternate Distribution System (ADS). Initial Fee: The sum charged by Brand to compensate the Brand for its efforts in facilitating Applicant s Application to the Brand and in consideration of accepting and maintaining the Member Property. The Initial Fee is a deposit only until Application is approved. If approved, then the Initial Fee shall be retained by the Brand in consideration of acceptance of Applicant as a Member relative to Property. If Membership is denied, then the Initial Fee shall be, subject to cleared funds and any direct expenses incurred (such as bank charges), refunded; exceptions apply, e.g., where an Initial Fee is paid to option a territory but the option is not timely exercised by Applicant. Initial Term: That period of time, typically one year, commencing on the Billing Start Date. The contractual agreement between the Member and Brand will automatically renew for a Subsequent Term, unless properly terminated by either party. L Late Fees: Charges imposed upon a Member for failure to Timely pay invoiced items including Brand Fees, Reservation Fees and other charges pursuant to the Membership Agreement. Level of Service: A general reference to the quality of care that a provider of hotel services provides its guests; Members shall provide guests with a high Level of Service in order that the guest s reasonable expectations shall be met or exceeded. Members, including the employees, agents, etc., shall conduct their hotel operations professionally, ethically and considerately. License: The authority granted by Vantage to Member to utilize, on a non-exclusive basis, the Brand s Mark, Brand Signage and Brand Programs under and pursuant to the Membership Agreement. M Mark: The trade names, trade marks and service marks: Americas Best Value Inn; Americas Best Value Inn by Vantage; Vantage; and logos and all derivatives thereof including segment designations such as suites, resort and design factors including stylized letters and colors. See also Trade Mark Terms Exhibit. Marketing Checklist: Part of the Quality Assurance Inspection with recommended participation ideas and marketing strategies to help increase property awareness and revenue opportunities. Marketing Fees: Monthly Fees charged by the Brand to support the Member-directed Marketing Budget; see Fee Summary (Exhibit A to the Membership Agreement). Marketing Participation Programs: A set of Marketing Programs determined by the Membership to be in the best interest of the Brand as a whole; see Required Signage and Marketing Program (Exhibit C). 2 of 4 Rev. 3/14/US

Marketing Programs: One of the many resources made available by the Brand to the Member (including programs within the Marketing Participation Program) such as AAA or CAA discounts, assistance with preparation of press releases, consultation on grand openings, and representation at national and international tour and travel shows. Member: An Applicant who has been approved for Membership; that party that has executed a Membership Agreement on behalf of a Property once the Brand also has executed the Membership Agreement. Member-Approved Programs: Initiatives developed into resolutions that have been voted upon and approved by the Members at the Membership Meeting; the Brand is charged with implementing and enforcing Member-Approved Programs as Brand Standards. Member in Good Standing: A Member who is not in default of the Membership Agreement and whose payment of Fees is Timely. A Member in Good Standing is entitled to one Vote per property during the Membership Meeting. Membership: That status of having an Application approved, and being a part of the group and organization that collectively makes up the Brand and CBVI, thereby being entitled to all of the rights and benefits of the Brand and CBVI, including the use of Brand Programs; also a reference, where applicable, to the body as a whole (i.e., the Membership ). Membership Agreement: The contract between the Vantage Brand and the Vantage Member, including all exhibits and schedules thereto. Membership Fees: The charge incurred by Member for the Term of its Membership Agreement, broken down into a dollar amount per room per month, billed in monthly installments and due and payable each month; see also Fee Summary. Membership Meeting: A meeting of the Membership typically held during the Annual Conference and during which resolutions are considered for passage as Member Approved Programs. Member representatives to the Advisory Board and Advertising Council are elected and Brand business, Member ideas, concerns and recommendations can be brought up for discussion and, if applicable, appropriate action can be authorized, including deferral to the Advisory Board and/or Advertising Council. Membership Vote: The formal cumulative expression of the Members preference for a resolution, candidate for a board or council seat, discussion topic, survey question or other matter that may properly come before the Membership at the Membership Meeting. In order for any matter to achieve passage, it must receive an affirmative expression of preference of not less than two-thirds (66.66%) of the Members of both the Brand and CBVI in attendance and who Vote on the particular matter. N Notice: Notice by Member to the Brand or Vantage shall be in writing and shall be delivered to the Corporate Office by either certified mail, return receipt requested, or via courier service that provides a signature upon delivery (e.g., FedEx or UPS); notice of non-renewal may be delivered by facsimile, however, Member has duty to confirm that such fax was received by Brand and/or Vantage. Notice to Brand and/or Vantage is considered valid on the date it is received by the Brand and/or Vantage. Notice by Brand to Member shall be in writing and may be delivered to the address listed on the Membership Agreement by facsimile, certified mail (return receipt requested) and/or via courier service that provides a signature upon delivery. Notice to Member is considered valid on the date that the fax is sent or, in the case of certified mail, on the date the receipt is signed or, in the case of courier, on the date the delivery company indicates that it was delivered to the Member. Any Notice that is refused, rejected, or for which the Member does not sign a receipt is considered to have been delivered as of that date or the date of the Notice, whichever is earlier. O OTA: On line travel agencies; a general reference to a subset of electronic distribution companies that utilize the Internet and act as information portals and resellers through which consumers may review certain Property Data and may effect a reservation. P PIP: See Property Improvement Plan. Perot/TACS Agreement: An exhibit to the Membership Agreement; a Member Approved Program to facilitate recordation, reconciliation and payment of Reservation Fees (particularly travel agent commissions); the system of payment pursuant to the Perot/TACS Agreement is also referred to as a centralized settlement solution. Completion of the Perot/TACS Agreement is a condition of Membership. Preferred Vendor: A supplier of goods and/or services to the hospitality industry who has established a relationship with the Brand or CBVI that includes their participation in the Annual Conference (purchase of a vendor booth, sponsoring events, education, etc.) and their agreement to provide Brand Members with a high quality of service and value. Preferred Vendors are not agents of the Brand, CBVI nor Vantage, and none of the foregoing is a guarantor of the Preferred Vendors goods or services. Preliminary Application Form: The information form filled out by Applicant and delivered to Brand along with the Application Fee as an expression of interest in becoming a Member of the Brand. Pre-Opening PIP: A PIP that must be completed before a Property is permitted to utilize the Brand s systems, Brand Programs and Marks. Processing Charges: Part of Reservation Fees; the amount incurred by the Property to compensate the Brand and/or a third party for the administrative and/or contractual fee to facilitate work performed on the Member s behalf. Such fees are subject to change upon notice from the Brand. Property: The transient guest location (e.g., hotel) consisting of the real estate at a given address and buildings and facilities comprising the Member s hotel operation thereon. Property Build Information: Property Data and other information (such as Certificate of Insurance, Signage Approval, etc.) and documentation as set forth in the Resource Guide, or as may be specified by the Brand from time to time. Property Data: Information about the Property including Property name, address, room types and counts, rates and availability, amenities, pictures, surrounding attractions, etc., that is requested in the Property profile and/or that is otherwise gathered by the Brand in order to carry out the operational and functional work of the Brand and, in particular, with regard to the image of the Property and Brand as conveyed through the distribution channels. Members are solely responsible for the accuracy of Property Data and for updating in on a Timely basis. Misrepresentations or inaccurate statements (even unintended ones) may result in Suspension or termination or Membership. Property Improvement Plan (PIP): A written document setting forth a list of items that the Member shall perform to improve the Property and/or Level of Service to acceptable Brand Standards. Member shall commence performance of and shall complete the PIP items on a Timely basis. Property Standards: The expected condition of the Property and its operations as measured by the Quality Assurance Score; a subset of Brand Standards. Q QA Score: See Quality Assurance Score. Quality Assurance Inspection: The process that includes a personal visit by a SSAP Director to the Property in order to perform an inspection of the Property relative to Property Standards; pursuant to this visit, a Quality Assurance Report is generated, a Quality Assurance Score is provided and, as necessary, a PIP is prepared, reviewed and established for the Property. While at the Property on such occasion, the SSAP Director may also review Level of Service matters and will endeavor to work with the Member and applicable staff on Brand Programs. Quality Assurance Report: A written summary provided to the Member that sets forth the Quality Assurance Score; the form of the Report is contained in the Resource Guide. Quality Assurance Score (QA Score): The cumulative grade/score established for the Property pursuant to a Quality Assurance Inspection and as recorded on the Quality Assurance Report; in the event that the QA Score is less than an A (currently 485 to 500), a PIP will be established for the Property, along with a time frame in which to complete it to the Brand s satisfaction. R Rates and Availability: Part of Property Data referring to the base amounts to be charged for each room type on any given date and the availability of rooms, in general, and any particular room type on any given date. Reactivation: A process followed by the Brand to make Property Data available in the Reservation System; typically applicable in situations where, after Suspension, the Member has cured a default. Reactivation Fees: That fee incurred, due and payable by Member as a condition of Reactivation; see Fee Summary for applicable amount. Recurring Fees: A general reference to certain charges billed to Member that do not generally, by their nature, change on a month to month basis, such as Membership, Marketing and Conference Fees and may include certain annual fees. 3 of 4 Rev. 3/14/US

Renewal Date: That date, set forth on the Membership Agreement, on which a Subsequent Term will commence, provided that neither party has timely delivered a Notice of non-renewal and that the Member is a Member in Good Standing. Required Signage and Marketing Program: Exhibit C to the Membership Agreement that sets forth certain mandatory Marketing Programs that have been approved by the Membership and that form part of the Member Approved Programs. Reservation Fees: Charges incurred by Member to facilitate reservation transactions on behalf of Property, including Website, CRS, DSP, GDS, OTA, Travel Agent (Perot/TACS) and Processing Charges as may be applicable; see Fee Summary. Reservation System: A general reference to the elements forming and providing the technology provided and/or facilitated by the Brand and by which Property Data is made available to the distribution entities and consuming public and by which reservation data is delivered to Members; includes reference to all reservation channels that are facilitated via the CRS; does not include the Property Management System (PMS). To facilitate the GDS channels, Vantage utilizes and owns the rights to the Chain Code BV. Resource Guide: A manual prepared by the Brand that provides information to Members regarding the Brand and Brand programs. S SSAP: see Sales Support and Assurance Program. SSAP Directors: Brand Representatives who work directly with Members in specified regions to provide and implement the Sales Support and Assurance Program through monthly calls and an annual Quality Assurance Inspection. Sales Support and Assurance Program (SSAP): An important Brand program designed to assist Members in gaining maximum benefit from Membership, including Property-specific assistance with sales and marketing opportunities and communication and education regarding Member Approved Programs (including quality assurance, Standards implementation, logo usage, compliance with policies and procedures, etc.) as well as industry concerns, challenges and opportunities. Sign Compliance Fee: A charge incurred by a Member to compensate the Brand for time and resources utilized to confirm information contained in a signage proposal that comes from a sign vendor who is not a Preferred Vendor; see Fee Summary. Sign Specifications: The particulars regarding the manufacture and presentation of Marks used in signage at the Property; see Resource Guide. Standards: A general reference to Property Standards, Level of Service and status as a Member in Good Standing. State Travel Guide: A general reference to any one or more of a set of travel consumer-focused magazines published by states via their departments of tourism or other similar program and in which the Brand facilitates marketing for Members including as a part of a Member-Approved Program as set forth in the Marketing Participation Program; see Resource Guide. Subsequent Terms: That period of time after the Initial Term that a Member is obligated under and pursuant to the Membership Agreement. Terms and conditions applicable to new Members at the commencement of any subsequent term will be binding on Member during that Subsequent Term. Suspension: In the event a Member has committed a breach of the Membership Agreement then, in such event, and after Notice from Brand (and an opportunity to cure), if the breach remains uncured, the Brand may bar or interrupt the availability of Property Data in the Reservation System, the result of which is that Property will not be able to obtain reservations through the Reservation System, referred to as Suspension. Suspension will not be lifted until such time as Member cures all breaches including paying a Reactivation Fee. Further, a Property that has been the subject of a Suspension is required to pay all Fees by DDA for a period of no less than 12 months, may be subject to a PIP as a condition of Reactivation and is deemed to have forfeited privileges such as an AOP (if any). Switch: A link between the CRS and an electronic distribution channel provider whereby Property Data is provided to the electronic distribution channel provider and, in turn, reservation records are delivered to the CRS; these are third party services for which a fee is charged and processed as a Reservation Fee. See also Distribution Service Provider (DSP) and DSP Fee. T Timely: An expression that matters to be done and/or performed are to be commenced and completed within the period specified, or, in the event that no period is specified then, within a commercially reasonable period of time in keeping with industry norms and/or the good faith requirements of the Membership Agreement. Transfer Fee: A charge established by the Brand to compensate it for the time and resources utilized to review and process a Change of Ownership of a Property. Travel Agent Commissions: That fee charged by third party entities who distribute Property Data to their customers and arrange for and deliver reservations; typically 10% of the net cumulative room rate based upon the actual stay. Recording, reconciliation and payment of these fees are facilitated through Perot/TACS. See Perot/TACS Agreement. Travel Management Company (TMC): Entity that negotiates and manages corporate relationships with travel suppliers such as airlines, hotels, car rental companies and others on behalf of a network of travel agencies and/or corporations taking into consideration a wide variety of factors such as price, property amenities, security, etc., to meet the business travel and operational needs of their cus tomers. V Value Members: Members of the Americas Best Value Inn brand; the Canadas Best Value Inn brand; and the Value Inn Worldwide brand, in the U.S., Canada, and Mexico. Vantage: Vantage Hospitality Group, Inc., a Florida corporation. Vantage Brands: All of the brands operating under the Vantage umbrella, including Americas Best Value Inn; Canadas Best Value Inn; Value Inn Worldwide; Value Hotel Worldwide; Lexington by Vantage and their brand extensions. Vantage Member: A member of any of the Vantage Brands. Vote: The formal expression of a Member of its preference for a resolution, candidate for a seat on the Advisory Board, candidate for a seat on the Advertising Council, discussion topic, survey question or other matter that may properly come before the Membership at the Membership Meeting; see also, Membership Vote. A Member must be a Member in Good Standing at the time of the Vote in order to have the right to Vote; proxy Votes are not accepted. W Website Host Commissions: That fee charged by an OTA that distributes Property Data to its customers and arranges for and delivers reservations; typically 10% of the net cumulative room rate based upon the actual stay. Recording, reconciliation and payment of these fees are facilitated through Perot/TACS. See Perot/TACS Agreement. Property Name: City/State or Province: Zip or Postal Code: Signature: Date: 4 of 4 Rev. 3/14/US

REQUIRED SIGNAGE AND MARKETING PROGRAMS - EXHIBIT C TO MEMBERSHIP AGREEMENT Signage Requirements In order to maintain consistency of quality and ensure adherence to the Brand s trademarked elements (e.g., lettering and colors), all exterior signage must be fabricated by a current member of Vantage s Preferred Vendor program, and is subject to review and approval by Vantage prior to manufacture and installation. Signage may not infringe any other party s intellectual property rights, including their proprietary can. The foregoing supersedes any conflicting provisions in the Membership Agreement, including any other Exhibits. Detailed instructions of signage, including approval process, will be provided by the Brand at the time an Applicant is approved for Membership. Please note that the Brand reserves the right to approve all items that bear the Brand name or logo, including business cards, interior signage, rack cards, and other marketing collateral, to ensure conformity without trademarked elements and a level of minimum quality control. Marketing Programs The following are among the marketing programs that were developed and approved by our membership in order to further promote the Brand and expand each property's regional exposure and revenue opportunities. By membership vote, all properties are required to participate in all marketing and promotional campaigns, including quarterly promotions, to ensure each program's success and to continue building loyalty for the Brand. You are required to display the promotional materials supplied by the Marketing Department, such as counter displays and registration pads, in clear view of your guests. Value Club Marketing Strategy: The Value Club program is an instant reward program that is accepted at all Americas Best Value Inn, Canadas Best Value Inn and Value Inn Worldwide properties (in North America). The loyalty program provides guests with an opportunity to save 15% off each stay; free room upgrade (based upon availability); late check-out*; discounts on Alamo and National car rentals; monthly e-marketing newsletters outlining Brand and property-specific promotions; and other value-added incentives. *All Value Club members receive extended check-out time (minimum one hour after standard check-out time, minimum 11:00 am) upon request, based on availability and individual property discretion, at no additional charge. Value Club members are required to request late check-out during their check-in process. Cost: There is no cost associated with this program other than the room discounts offered by your property. The Value Club discount is bookable through the Brand websites, North American Call Center, and property-direct. The 15% discount is derived from the Best Available Rate (BAR) and may not be combined with any other discounted or promotional rate. On a daily basis, a minimum of 8 rooms or 5% of your total room inventory must be set aside to accommodate consumers booking the Value Club Card (VCC) rate - subject to blackout dates and/or special events. Provincial & State Travel Guide Co-op Ad Program Marketing Strategy: Provincial and State Travel Guides are highly targeted advertising media that reach consumers during the travel planning process. We have developed a co-op marketing program to advertise in guides in provinces and states where the Brand has properties. This proven program offers a positive return on investment for members and is a very affordable marketing strategy. Cost: The total cost for the ad campaign is first determined; 50% of the cost comes from the marketing budget and the remaining cost is split among the properties in which the provincial or state travel guide ads run, based on the number of rooms at the properties within these provinces or states. Internet Access for Administrative Offices All of our members are required to have Internet access in their administrative offices and supply Vantage s corporate office with an e-mail address for the primary contact at the property, which must be checked regularly. This procedure will facilitate a more effective and timely communication process between the corporate office and fellow member properties. E-Mail address: Contact name: Property name: Authorized Signature: Date: Rev. 12/13 CN US

TRADE MARK TERMS - EXHIBIT D TO MEMBERSHIP AGREEMENT Use of Marks. Member may use the Marks only in accordance with the manner, format, placement, and other specifications specified from time to time by Brand and as set forth in the Brand Standards, including proprietary notices. Brand shall have the right to modify or discontinue use of the Mark or the specifications for use of the Mark, or to require Member to commence use of new or substitute Mark. No Right to Sublicense. Member understands and agrees that this Membership Agreement does not in any manner whatsoever grant to Member any right to sublicense the Marks. Best Efforts. Member agrees that it shall at all times faithfully, honestly and diligently perform its obligations under this Membership Agreement and shall fully exploit the rights granted in this Membership Agreement. Member agrees to continuously exert its best efforts to operate its hotel and hospitality services business, to promote and enhance the Mark, not to tarnish or in any manner diminish the goodwill associated with the Mark, and to fully comply with the terms of this Membership Agreement and applicable law. Reputation. Member acknowledges the importance to Brand of its reputation and goodwill, and the importance of maintaining high, uniformly applied standards of quality in the products and services provided under the Marks. Member shall use the Mark only in connection with those services approved by Brand, and in conformity with the Brand Standards, or otherwise as pre-approved in writing by Brand. Member further agrees not to use any variation of the Marks, or to otherwise alter the manner of use authorized by Brand, without prior written approval of Brand. Approval. At least thirty (30) days prior to any new or proposed use of the Marks, Member shall submit samples of such new marks or proposed use of the marks, including, without limitation, representative samples of any materials bearing such new mark or the Marks, including any marketing or advertising materials. Member shall obtain written consent from Brand with respect to the manner of usage of the Marks, prior to commencement of use or the providing of services under the Marks, or the publication or distribution of marketing or advertising materials, as the case may be. Disapproval. If, at any time Brand, in its sole discretion, determines that Member is not properly using the Marks, or that the standard of quality of any of the services or products provided under the Marks does not conform to Brand Standards, Member shall within thirty (30) days of such notice destroy all materials bearing the improper use of the Marks and terminate offering any such services under such Marks. Compliance. Member shall comply with all applicable law and at its own expense and risk, obtain all government approvals which may be necessary in respect of the marketing, distribution, labeling, advertising and sale of any services covered by this Membership Agreement. Member agrees to use the Marks only in a manner consistent with applicable law and good trademark practices and will use all appropriate legends and proprietary notices in connection with the Marks and services including but not limited to those required by Brand from time to time. Member shall, at its own expense, defend any claim that any Member advertising or promotional materials are not in compliance with applicable law. Ownership. Member acknowledges and agrees that Brand is the sole and exclusive owner of all rights, title and interest in and to the Brand Services and the Marks. Member further recognizes the great value of the goodwill associated with the Marks and acknowledges that all rights therein and goodwill pertaining thereto belong exclusively to Brand. All use of the Marks by Member shall inure to the benefit of Brand. No Challenge to Ownership. Member shall not at any time claim or apply for any trademark, copyright or any other type of intellectual property right anywhere in the world in respect of the Marks or any marks confusingly similar thereto or Brand Services anywhere in the world, or file any document with any governmental authority, or directly or indirectly, at any time during the Term of this Membership Agreement or thereafter, do or cause to be done any act of thing disputing, attacking, or in any way impairing or tending to impair Brand s right, title or interest in or to the Marks or the validity of the license granted under this Membership Agreement, or assist any third parties in doing so. Reservation of Rights. Brand reserves unto itself all rights to the Marks and all variations thereof anywhere in the world, including, but not limited to, all rights to the Marks as used in connection with the Brand Services, or as later modified or expanded by agreement of the parties, including all rights relating to the protection and enforcement of rights in the Marks as used by Member. No Delegation. Nothing contained in this Agreement shall be deemed to constitute a delegation to Member of Brand's exclusive rights to maintain and enforce the Marks. No Property Right. The license herein granted shall not be deemed to confer upon Member any property right in the Brand Services or Marks and or the goodwill of the Marks, now or hereafter attached thereto. Member shall only use the Marks as provided in this Membership Agreement or as agreed in writing by Brand. Infringements. If Member becomes aware of any use of any of the Marks (or variations thereof) or Brand Services by any unauthorized person, Member shall promptly send notice of such unauthorized use to Brand and shall provide such aid to Brand, as reasonably requested by Brand, in its attempts to prohibit or suppress such unauthorized use. Assistance. Brand shall have the sole right, but not the obligation, to take such action as it deems appropriate in its sole discretion in connection with any such unauthorized use, infringement, challenge or claim regarding the Marks (or variations thereof), and the right to direct and control exclusively any settlement, litigation, arbitration, administrative proceeding or other proceeding arising therefrom. Member agrees to execute any and all instruments and documents, render such assistance, and take such action as may, in the reasonable opinion of Brand, be necessary or advisable to protect and maintain the interest of Brand in the Marks. Property Name: City/State/Province/Zip/Postal Code: Signature: Date: Rev. 12/13 CN US

PEROT/TACS AGREEMENT - EXHIBIT E TO MEMBERSHIP AGREEMENT

MEMBERSHIP REFERRAL PROGRAM As a valued member of the Vantage Hospitality Group, we would like to thank you for your continued support and offer you an opportunity to help build our brands, as well as make some extra money through our Referral Program. The concept is simple: All you have to do is speak with your friends and associates in the lodging industry, and if they have an interest in bringing their properties into our system, let us know. For any of those contacts who join any of our brands, if you were the procuring cause, you will be rewarded for your efforts with a referral payment of US$375 for Americas Best Value Inn, Canadas Best Value Inn or Value Inn Worldwide prospects, or US$750 for Lexington by Vantage prospects. Please note that this Program is for North America prospects only at this time. Please complete the information below and fax this form to 888-754-3093 or scan this form and e-mail it to referrals@s.com. Important This form must be returned now, prior to Vantage s property approval process for your referring hotel, or you do not qualify for the referral payment. For questions, call 877-311-2378, ext. 145. Please print legibly or type (use additional pages if necessary). I would like to refer the following property and owner(s): Date: Contact name: Title: What is their current property name: No. of Rooms: Address: City/State/Province: Zip/Postal Code: Phone: Fax: E-mail: Vantage Hospitality Group, Inc., may contact the above hotel/motel owner(s) and reference my name as the source of the information. Please print legibly or type. Your Name: Your Property or Company Name: Property ID#: Address: City/State/Province: Zip/Postal Code: Phone: Fax: E-mail: Your Signature: Pay Referral Fee to: For Corporate Use Only Approved by: Date: CNUS 2/13