Page 46 - Onboarding May 2017

(c) No person, firm or entity shall be entitled to purchase any of the Series E through
Series H shares of Common Stock.

(d) If the number of Applebee’s retail outlets owned or operated by a member
increases or decreases so that the member becomes eligible to purchase a share of Common Stock of
a different series (the “New Series”) than the series of Common Stock the member currently holds
(the “Old Series”) and the member would now be ineligible to purchase a share of Common Stock in
the Old Series, then the member shall (i) promptly notify the Co-op of such increase or decrease in the
number of Applebee’s retail outlets the member owns or operates, (ii) be deemed to own a share of
Common Stock in the New Series, rather than a share of Common Stock in the Old Series, and (iii)
promptly surrender the certificate evidencing ownership of a share of Common Stock in the Old
Series in exchange for a certificate evidencing ownership of a share of Common Stock in the New
Series.

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.

Section 2.6. Purchase Commitments. Members shall acquire substantially all of their Goods
and Equipment and the Distribution Services for use in the member’s Applebee’s retail outlet(s)
located in the United States (the “Outlets”) through the supply chain programs of the Co-op and/or
CSCS. "Substantially all" with respect to Goods, Equipment and Distribution Services means all
Goods, Equipment and Distribution Services except Goods, Equipment and Distribution Services:

(a) Where the Co-op agrees in advance in writing that the member need not purchase
the particular item or category of Goods, Equipment or Distribution Services through the supply
chain programs of CSCS or the Co-op;

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