Page 53 - Aida Hovsepian Onboarding

IHOP Servicing may nominate one person to serve as the director who may be elected by the Series
A of Common Stock held by it.

(c) Each of Series A through I shall be entitled to elect, as a series, one member of
the Board of Directors.

(d) The President of CSCS shall serve as a non-voting ex-officio member of the
Board of Directors.

(e) With the exception of the President of CSCS, all directors of the Co-op must
be members of the Co-op or an officer, shareholder, employee or partner of an entity which is a
member of the Co-op. Each director must be a member or an officer, director, shareholder,
employee or partner of the organization which is entitled to vote for such director. Except for
directors elected by Series A Common Stock, no director may be affiliated in any way with (i)
DineEquity, Inc. (“DineEquity”) other than as a franchisee or licensee of IHOP Franchising or
Applebee’s Franchising, LLC or their affiliates, (ii) any restaurant brand or concept listed on Annex
A hereto and incorporated herein by reference, or (iii) any business which competes with the Co-op.
No director may have an ownership interest in a supplier or distributor approved by IHOP Servicing
or Applebee’s Services, Inc. other than an equity interest in an enterprise that is 3% or less of the
outstanding interests in such enterprise and that is traded on a recognized national exchange. Annex
A hereto, which lists competing restaurant brands, is not intended to and does not in any way alter a
franchisee’s obligations under its franchise agreement and shall have no interpretive value with
respect to ascertaining a franchisee’s obligations or other requirements under its franchise agreement
or otherwise. No person may be elected to or shall serve as a member of the Board of Directors if
that person: (a) has been convicted, whether following a trial or by a plea of guilty or no contest, of
any criminal charges involving moral turpitude, dishonesty, fraud, embezzlement, bribery, materially
false or misleading statements, extortion, theft or violation of federal or state securities laws, (b) has
had a final judgment entered against him or her in a civil action upon the grounds of fraud, deceit, or
misrepresentation or (c) has been adjudged legally incompetent by a court of competent jurisdiction.

(f) All voting directors of the Co-op shall be divided into three classes,
designated Class I, Class II, and Class III. Such classes shall be as nearly equal in number as the then
total number of voting directors permits, with the term of office of one class expiring each year. The
Board of Directors shall by majority vote designate the classes of all directors, within Class I, II, and
III respectively, but by such designations may not shorten the term of any director. This authority
includes the authority to designate the Class into which a director representing a newly designated
Series of Common Stock shall be included.

(g) No person shall hold more than one seat on the Board of Directors at any one
time. Not more than one person affiliated with any member may hold a seat on the Board of
Directors.

(h) The initial Class I directors shall hold office commencing with the adoption of
these Bylaws and until the annual meeting next ensuing and until their successors are elected and

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