Page 51 - Onboarding May 2017

(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 and who is a signatory to the Franchise or License Agreement with Applebee’s
Franchising. 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 Applebee’s Franchising or IHOP 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 Applebee’s Services or International
House of Pancakes, LLC 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. Following
the first annual meeting of stockholders, the Board of Directors shall by majority vote designate the
classes of all directors, within Class I, II, and III respectively. 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 their election at
the first annual meeting of stockholders and until the annual meeting next ensuing and until their suc-
cessors are elected and take office. The initial Class II directors shall hold office commencing with
their election at the first annual meeting of stockholders and until the second annual meeting
thereafter and until their successors are elected and take office. The initial Class III directors shall
hold office commencing with their election at the first annual meeting of stockholders and until the
third annual meeting thereafter and until their successors are elected and take office. The successors
to the initial Class I, Class II, and Class III directors shall each be elected for terms commencing as of
the date of their election and continuing until the third annual meeting of members thereafter and until

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