Page 45 - Onboarding May 2017

complied with the certificate exchange requirement in Section 2.4(d), then such member shall not be
entitled to receive patronage dividends from the Co-op.

Section 2.3. Multiple Operators. No person, firm or entity shall be entitled to own, control,
manage, or otherwise participate in the ownership, control or management, directly or indirectly,
beneficially or of record, an interest in more than one share of Common Stock (the “Base Share”)
regardless of the number of Applebee’s retail outlets owned and operated by such person, firm or
entity, excluding any interest which any franchisee may have in a share of Common Stock (a) held by
a person, firm or entity in which the franchisee owns or controls 50% or less in the aggregate of the
outstanding ownership interests, and (b) with respect to which the franchisee refrains from voting or
participating in the voting of the share of Common Stock. As used herein, the term “control” shall
mean the possession, directly or indirectly, of the power to direct or cause the direction of the
management or policies of an entity, whether through ownership of voting securities, by contract, or
otherwise. Where more than one person, firm or entity are designated as franchisees of one or more
retail outlets such persons, firms or entities shall be considered as a single person, firm or entity for
member purposes. The person, firm or entity who owns or controls more than 50% in the aggregate
of the outstanding ownership interest of the person, firm or entity owning and operating an
Applebee’s retail outlet shall be, unless such person designates otherwise, the person, firm or entity
entitled to own the Base Share representing such franchise operation. Where no person, firm or
entity owns or controls more than 50% in the aggregate of the outstanding ownership interests of the
person, firm or entity owning and operating an Applebee’s retail outlet and none of such persons,
firms or entities own, directly or indirectly, an interest in a share of Common Stock, such persons,
firms or entities shall be entitled to designate the person, firm or entity from among themselves who
shall be entitled to own the share of Common Stock.

Section 2.4. Divisions of Common Stock into Series.

(a) Each member of the Co-op, other than Applebee’s Services, shall be entitled to
purchase one share of Common Stock of one of the following series set forth in Column 1 below, but
only if such member owns or operates, or pursuant to Section 2.3 hereof, is deemed to own or
operate, the number of Applebee’s retail outlets set forth in the corresponding line of Column 2
below.

Column 1 – Series of Common Stock Column 2 – Number of Retail Outlets
Series B 100 or more
Series C 50 - 99
Series D 1 - 49

The Board of Directors may from time to time adjust the number of retail outlets in Column 2 for
purposes of governance and administration.

(b) Applebee’s Services shall be entitled to purchase the one share of Series A
Common Stock.

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