Page 48 - Aida Hovsepian Onboarding

E Florida

F Arkansas, Kansas, Missouri, Nebraska, Oklahoma, Texas

G Illinois, Indiana, Iowa, Michigan, Minnesota, North Dakota,
Ohio, South Dakota, Wisconsin

H Alaska, Arizona, Colorado, Idaho, Montana, New Mexico,
Oregon, Utah, Washington, Wyoming

I California, Hawaii, Nevada

When a member of the Co-op owns, operates, or pursuant to Section 2.3 hereof, is
deemed to own or operate, an IHOP retail outlet in more than one Region, the Series of Common
Stock to be issued to the member shall be designated by the Board of Directors, taking into account
any desire of the member, the number of outlets located in each Region, and the objective of keeping
the number of members in each Region as even as practicable. No person, firm, or entity shall be
entitled to purchase or own any of the Series J through Series M shares of Common Stock (except as
described in Section 2.9 hereof).

(b) IHOP Servicing shall be entitled to purchase the one share of Series A Common
Stock.

Section 2.5. Mandatory Redemptions; Restrictions on Transfers; Prohibition of
Dividends.

(a) Unless otherwise prohibited by law, (i) the Co-op shall promptly redeem shares of
Common Stock held by persons, firms or entities who no longer qualify as members of the Co-op,
and (ii) the Co-op shall, as of the next December 31 following a member's redemption request,
redeem shares of Common Stock held by persons, firms, or entities who no longer desire to be a
member of the Co-op. The redemption price for each share of Common Stock shall be One Hundred
Dollars ($100.00), which shall be payable in cash, except that, if the Co-op shall be prohibited by
law from redeeming such share in cash because such payment would impair the capital of the Co-op
or otherwise, the Co-op shall in lieu thereof issue to the holder of such share a non-interest bearing
promissory note payable whenever the Co-op shall no longer be prohibited by law from making such
payment. The Common Stock may not be sold, transferred, pledged, mortgaged, gifted, or
hypothecated to any third party, either voluntarily or by operation of law, and such restrictions shall
be noted on all Common Stock certificates.

(b) No dividends, other than "patronage dividends" as provided in Article IX of the
Bylaws, shall be declared, accrued, or paid on any stock of the Co-op.

- 3 -