AMENDMENT TO FRANCHISE AGREEMBNT

This Amendmentforms parl of that certain franchisc

agreementdated 3 o , 0 @W{ro
..FranchiseAgreement,')byandbetweenREDRooFr.naxcHISrNG;ffiitettliaui1ity

ll_f ltnc

company("Franchisor"),and SAI SHIVA,INC.', a(n)

North Carolina corporation (,.Franchisee,,),
with
respectto an lnn located at 1723 Lejeune Blvd,
Jacksonville,NC z}s46. Initially capitalized
terms
used but not otherwisedefined hereln shall have the
meaningsarssigned
to them in the Franchise
Agrcement.
l'
The FranchiseAgreementis herebyamendedby
changethe entity structurefrom a
Norlh Carolinacorporationto a North carolina liability
comp?ry. The new entity namewill
now be Sai Shiva,LLC
2' The FranchiseAgreement is also amendedby
strik.ingExhibit B in its entirety and
replacingwith the attached.
3' In addition,the FranchiseAgreementis amendedby
striking the Guaranteein its entirety
and replacingit with the attached.
Except as expresslyprovided above,nothing in this Amendment
sherllabrogate,nullify or modify any
condition,requirementor provisionof the F-ranchise
Agreement.
IN WITNESS WHEREOF' each of the partiesheretohas caused
this Amendmentto be executedby
its duly authorizedrepresentative
as of the datefirst abovewritten.

FRANCHISOR
RED ROOF FRANCI]ISING, LLC
an Ohio limitedliabilitycompany

By:
Name:
Title:
FRAI\CHISEE
SAI SHIVA, LLC
a(n) North Carolina limited liability company

Managing Member

EXHIBIT B TO
RED ROOF INN FRANCHISE AGRE,EMENT

The following list identifiesthe ownersof Franchisee:

Name

Type of
Interest

Percentage
Interest
in Franchisee

Sandip Patel

250h

Member

Sanjay Patel

50o/"

Member

Dipikaben Patel

25'/,

Member

Initial:
Franchisee
)
'
Initial:
\
,{/J
f rancnlsor

tu?

FranchiscAgreemenrApril 2015

39

EXHIBIT C TO
RED ROOF INN FRANCHISE AGREIIMENT
UARANTEE, INDEMNIFICATION

AND ACKI{OWLEDG

NT

As an inducementto and as additional considerationfor Franchisorto enter into the

Franchise
Agreement'with Franchisee,the undersignedGuarantors,jointly ancl severally,hereby
unconditionally
agrecto guaranteeto Franchisor,its Affiliates, andtheir respectivesuccressors
and assignsthe due,complete
and punctualperformanceand observanceof all of Franchisee'sfinancial obligations
under the Franchise
Agreementincluding, without limitation, the due and timely performanceof ull puy-ent
obligations(the
"Guarantee")'Additionally, eachGuarantorshall submit to Fianchisor,upon writtcn
requestfrom time to
time, a copy of its curuentfinancial statement.
upon demandby Franchisor,the undersigncdwill immediatr:lymake each paymentrequired
of
Franchiseeunder the FranchiseAgreetncnt,including damages,costs and expenr., o*.d by Franchisee,
paymentsdue underany indemniflcationclaim for reimbursementand all other dutiesand obligations
-ancl that
are susceptibleto being satisfiedby payment. This Guaranteeis a guaranteeof payment,
not of
collection'This Guarantceis a prirnaryobligationof the undersignecl
and is an unconditional,absolute,
irrevocablepresentand continuing obligation and guaranteeof perfbrmanceand is not subjectto any
defenseother than that of full prior perfbrmancc.The undersignedhereby waive any righi to requirc
Franchisor,its Affiliates, successorsand assignsto: (a) proceed against Franchisee'for-anypayment
requiredunderthe FranchiseAgreement;(b) proceedagainstor exhairstany securityfrom Frarrchis.e;or
(c) pursueor exhaustany rcmedy, including any legal or equitabierelief, againstFranchiseeor any other
person'Without affectingthe obligationsof the undersignedunderthis Guarantee,Franchisormay, without
noticeto the undersigned,extend,modify, or releaseany indebtedness
or obligationof Franchisee,or settle,
adjustor compromiseany claims againstFranchisee.The undersignecl
waive notice of amendmentof the
FranchiseAgreementand notice of demandfor paymentby Franchisee,and agreeto be boundby any and
all suchamendmentsand changesto the FranchiseAgreement.
The undersignedhereby agreeto defend,protect, indemnify and hold Franchisor,its Affiliates,
their respective successorsand assigns, and the officers, directors, shareholders,partners, agents,
representatives,
independentcontractors,servantsand employees,past or present,of each of thern (the
"Indemnitees"),harmlessfrom and against any ancl all losses,damages,liabilities, costs and expenses
(including,but not lirnited to, rcasonableattorneys'fees,reasonablecostsof investigationand couricosts)
resultingfrom, consistingof, or arisingout of, or in conncctionwith, any act or omissionof, or any failure
by Franchiseeto perform any obligation of Franchiseeunder the FranchiseAgreement,any amendment
thereto,or any other agreementexecutedby Franchiseereferredto therein.
The undersignedherebyacknowledgeand agreeto be individually bound by all of the termsof the
FranchiseAgreement,including,in particular,thosecontainedin Sections7, 8, 12, 14,15, l6 and l7 of the
FranchiseAgreement.Thesesectionscontaina numberof provisionsthat may affect the legalrights of the
undersigned,including a waiver of jury trial, waiver of punitive or exemplarydamagesand limitationson
whcn claimsmay be raised.
This Guaranteeshall terminateupon the terminationor expiration of the FranchiseAgreement,
exceptwith respectto any and all obligationsand liabilities which aroseor accruedunder the Franchise
Agreementon or before the effective date of suchtermination,in which casethis Guaranteeshall remain
in full forcc and cffect with respectto suchobligationsor liabilitiesuntil suchobligationsor liabilitieshave
been fully satisfiedor dischargedby the undersigned.In addition, all covenantswhich by their terms
continue in force after the expiration or temination of the FranchiseAgreement shall remain in force
accordingto their terms. Upon the deathof an individual guarantor,the estateof such guarantorshall be

Franchise
AgreententApril 2015

40

boundby this Guarantee,but only for ilefaultsand obligationshereuncler

cxisting at the time of death;and
the obligationsof the othcr guarantorswill continuein full force and effect.
The undersignedshall pay Franchisorand any Indemniteesfcrrall costsand expenses
(including,
but not limited to, reasonableattorneys'feesand court costs)they incur in connection
with any actionthey
bring to enforcethis Guaranteeor any other action relatedto or arisingout of
this Guaranteein which the
Franchisoror suchIndemnitecis deemedto be the prevailingpafty.
Unlessspecificallystatedotherwise,the termsusedin this Guaranteeshall havethe
samemeaning
as in the FranchiseAgreement.
This Guaranteeand any claims arising under it shall be governed,construed,
interpretedand
enforcedby underthe laws of the Stateof Ohio. In the eventof any conflict of law, the
laws of Ohio shall
prevail,without regardto, and without giving effect to, the applicationof the
Stateof Ohio conflict-of-law
rules; exceptthat if Ohio law would invalidate or make unenforceableany provision
of this Franchise
Agreement,then that provision will be governedby the law of any rele;vantstaiewhose
law would uphold
or enforcethe provision. With respectto any claims, controversiesor disputeswhich arise
under this
Guaranteeor the FranchiseAgreement,the undersignedhereby irrevocabiy submit themselves
to the
jurisdiction of the stateand federalcourtslocatedin Columbus,Ohio traving
subjectmatterjurisdiction of
the claim, and hereby waive all objectionsto personaljurisdiction filr the prr.por. of carrying
out this
provision.The undersignedhereby agreethat serviceof processmay be made ,,potr any
of them in any
proceedingrelating to or arising out of this Guarantee,or the FranchiseAgreementor the relationship
createdby the FranchiseAgreementby any meansallowedby the laws and applicablerulesof procedure
of the UnitedStates,the Stateof Ohio, the stateof residenceof the Guarantor,orth. stateinwhiih the Inn
is located.
All noticespursuantto this Guaranteeor the FranchiseAgreenrentshall be in writing and shall be
personallydelivered;sent by facsimile(if confirmedby regularmail within three (3) days);mailed by
registeredor certifiedmail, return receiptrequested;or dispatchedby overnightdelivery to the respective
partiesat the following addresses,
unlessand until a differentaddresshersbeendesignateiby written notice
to the otherpartv:
Noticesto Franchisor:

Chief Developnrent
Offi cer
Red Roof Franchising,
LLC
The Red Roof Building
605 SouthFront Street
Columbus,Ohio 43215
FacsimileNumber(614) 225-5328

With copyto:

GeneralCounsel
Red Roof Franchising,LLC
The Red Roof Building
605 SouthFront Street
Columbus,Ohio 43215
FacsimileNumber(614\ 225-5380

Noticcsto Guarantors:

Sai Shiva,LLC
Attention: Sandip Patet
505 N. Marine Boulevard
Jacksonville, NC 28540
FacsimileNumber 910-347-4354

Franchise
AgreementApril 2015

41

Notice shall be deemedto have been receiveclas follows: by pcrsonal

clelivery- at the time of
delivery;by facsimile (if confirmed by regularmail as set forth above) at time of faxing; by overnight
deliveryservice- on the ncxt businessday following the datcon which the
noticewas given to the overnight
delivery service;and by registeredor certified mail, return receiptreqr.rested
- three (3) daysafter thc date
n

. t .

oI malllng.

The undersignedacknowlerdge
that they receiveda completectcopy of the FranchiseAgreement,
including the Attachments,Exhibits, Scheduleiand Addendathereto,
inctuoing this Guarantee,and any
other agreements
relating to the FranchiseAgrcement, atleastseven(7) calendardays
beforethe dateon
which this Guaranteewas executed,or such long., period as required
by the law of the statein which the
Inn is located'The undersignedfurther acknowledg.ttrutFranchiseehas
receivedthe FranchiseDisclosure
Documentrequired by the Federal Trade Commissionand, if applicable,
the state in which the Inn is
located,at the earlier of (i) at least fourteen( l4) calendardays before
the date on which this Franchise
Agreementwas executed;or (ii), if requiredby statelaw, atthe "first personal"
meetingwith Franchisor,s
representatives,
or such longer period as requiredby the law of the statein which the Inn
is located.
The undersignedacknowledgethat they have read and understoodthe
FranchiseAgreement,
including the Attachments,Exhibits, Schedulesand Addendathereto,including
this Guarantee,and any
other agreementsrelating to the FranchiseAgreement,and that Franchisorhas accorded
the undersigned
ampletime and opportunityto consultwith advisorsof their own choosingaboutthe
potentialbenefitsand
risksof enteringinto this Guarantee.
IN WITNESS WHEREOF,eachof the undersigned
hassignedthis Guaranteeas of the dateof the
FranchiseAgreement.

GUARANTORS

Sandip Patel

Sanjay Patel

Dipikaben Patel

Franchise
AgreemenrApril 2015

A1

AL