Page 55 - Aida Hovsepian Onboarding

Directors shall not fill a vacancy with respect to the Series A share of Common Stock without the
specific direction and written consent of IHOP Servicing.

Directors elected as hereinabove provided in this Section 4.2 shall serve until the next annual
meeting of members, at which time the holders of the Series of Common Stock who elected the
director whose position became vacant shall be entitled to elect a successor who shall serve for the
remainder, if any, of the term of the director who shall have resigned, died or otherwise been
removed from office.

The person elected to fill a vacancy must fulfill the eligibility requirements for the position of
the director whose position became vacant.

Section 4.3. Organization. Meetings of the Board of Directors shall be presided over by the
Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his
absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but
in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 4.4. Quorum. A majority of the voting members of the Board of Directors shall
constitute a quorum.

Section 4.5. Annual Meeting. The Board of Directors shall hold its annual meeting to elect
its Chairman and Vice-Chairman, to elect the officers of the Co-op for the ensuing year and to
transact any other business in each calendar year at such time and place as the Board shall designate.

Section 4.6. Other Meetings. Other meetings of the Board of Directors may be called by
the Chairman, the President, the director representing the Series A share of Common Stock, or three
of the voting members of the Board of Directors at any time by means of written notice by mail of
the time, place and purpose thereof to each member of the Board of Directors, as the Chairman, the
President, the director representing the Series A share of Common Stock, or three of the voting
members of the Board of Directors shall deem sufficient, but action taken at any such meeting shall
not be invalidated for want of notice if such notice shall be waived as hereinafter provided.

Section 4.7. Unanimous Written Consent. Any action required or permitted to be taken at
any meeting of the Board of Directors, or any committee thereof, may be taken without a meeting if
all members of the Board of Directors or committee, as the case may be, consent thereto in writing or
by electronic transmission and the writing or writings or electronic transmission or electronic
transmissions are filed with the minutes of proceedings of the Directors or committee, as applicable.

Section 4.8. Waiver of Notice. Notice of the time, place and purpose of any meeting of the
Board of Directors may be waived by electronic mail, facsimile, or other writing either before or
after such meeting has been held. Attendance at a meeting, whether annual or special, shall be a
waiver of notice, unless attendance is expressly for the purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully called or convened.

- 10 -