INDEMNIFICATION AGREEMENTIndemnification Agreement • November 1st, 2016 • Yum China Holdings, Inc. • Retail-eating places • Delaware
AGREEMENT, dated as of , , by and between Yum China Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and the undersigned (the “Indemnitee”).
MASTER LICENSE AGREEMENT Dated October 31, 2016 Between YUM! RESTAURANTS ASIA PTE. LTD. And YUM RESTAURANTS CONSULTING (SHANGHAI) COMPANY LIMITEDMaster License Agreement • November 1st, 2016 • Yum China Holdings, Inc. • Retail-eating places • Texas
THIS MASTER LICENSE AGREEMENT (this “Agreement”) is made and entered into this 31st day of October, 2016 (the “Effective Date”) by and between Yum! Restaurants Asia Pte. Ltd., a private limited company organized and existing under the laws of Singapore, having its offices at 99 Bukit Timah Road, #06-00, Singapore 229835 as “master licensee” (for purposes of this Agreement, “Licensor”), and Yum Restaurants Consulting (Shanghai) Company Limited, a company organized under the laws of the People’s Republic of China, having its offices at 16/F Two Grand Gateway, 3 Hongqiao Road, Shanghai, the People’s Republic of China as “master sublicensee” (for purposes of this Agreement, “Licensee”). Licensor and Licensee are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties”.
YUM CHINA HOLDINGS, INC. SHAREHOLDERS AGREEMENT Dated as of November 1, 2016Shareholder Agreement • November 1st, 2016 • Yum China Holdings, Inc. • Retail-eating places • Delaware
This letter agreement is being entered into at the request of [ ], a [jurisdiction of organization] [type of entity] (the “Borrower”), in connection with (i) the Margin Loan Agreement dated as of [ ], 20[ ] between the Borrower and [Bank], as lender (the “Lender”) (as amended and supplemented from time to time, the “Margin Loan Agreement”) and (ii) the Pledge Agreement related thereto dated as of [ ], 20[ ] among the Borrower, the Lender and [Bank] as collateral agent (the “Collateral Agent”) (as amended and supplemented from time to time, the “Pledge Agreement”, and the transactions contemplated by the Margin Loan Agreement and the Pledge Agreement, collectively, the “Transactions”). Pursuant to the Pledge Agreement, the Lender is acquiring a security interest in, inter alia, certain shares of common stock of [Yum China Holdings, Inc.] (the “Company”) currently held by the Borrower (the “Common Stock”) to secure the Borrower’s obligations under the Margin Loan Agreement (such pledged
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN YUM! BRANDS, INC. AND YUM CHINA HOLDINGS, INC. DATED AS OF OCTOBER 31, 2016Employee Matters Agreement • November 1st, 2016 • Yum China Holdings, Inc. • Retail-eating places • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of October 31, 2016, is by and between Yum! Brands, Inc., a North Carolina corporation (“YUM”), and Yum China Holdings, Inc., a Delaware corporation (“SpinCo”).
TAX MATTERS AGREEMENT BY AND AMONG YUM! BRANDS, INC., YUM CHINA HOLDINGS, INC. AND YUM RESTAURANTS CONSULTING (SHANGHAI) COMPANY LIMITED DATED AS OF OCTOBER 31, 2016Tax Matters Agreement • November 1st, 2016 • Yum China Holdings, Inc. • Retail-eating places • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”), dated as of October 31, 2016, is by and among Yum! Brands, Inc., a North Carolina corporation (“YUM”), Yum China Holdings, Inc., a Delaware corporation (“SpinCo”), and Yum Restaurants Consulting (Shanghai) Company Limited, a company organized under the Laws of the People’s Republic of China (“YCCL”).
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN YUM! BRANDS, INC., YUM RESTAURANTS CONSULTING (SHANGHAI) COMPANY LIMITED ANDSeparation and Distribution Agreement • November 1st, 2016 • Yum China Holdings, Inc. • Retail-eating places • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of October 31, 2016, is by and among Yum! Brands, Inc., a North Carolina corporation (“YUM”), Yum Restaurants Consulting (Shanghai) Company Limited (“YCCL”), a company organized under the Laws of the People’s Republic of China, and Yum China Holdings, Inc., a Delaware corporation (“SpinCo”, and, together with YCCL, the “SpinCo Parties”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
GUARANTY FOR MLAGuaranty • November 1st, 2016 • Yum China Holdings, Inc. • Retail-eating places • Texas
Yum China Holdings, Inc., a Delaware corporation (“Guarantor”), hereby executes this Guaranty (this “Guaranty”), which shall be deemed a part of the Master License Agreement (including, for the avoidance of doubt, the Exhibits thereto, the “Agreement”) between Yum! Restaurants Asia Pte. Ltd., a private limited company organized and existing under the laws of Singapore (“YRAPL”), and Yum Restaurants Consulting (Shanghai) Company Limited, a company organized under the laws of the People’s Republic of China (“YCCL”), for purposes of making the following guaranty in favor, and for the benefit, of YRAPL.
TRANSITION SERVICES AGREEMENT BY AND BETWEEN YUM! BRANDS, INC. AND YUM CHINA HOLDINGS, INC. DATED AS OF OCTOBER 31, 2016Transition Services Agreement • November 1st, 2016 • Yum China Holdings, Inc. • Retail-eating places • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of October 31, 2016 is by and between Yum! Brands, Inc., a North Carolina corporation (“YUM”) and Yum China Holdings, Inc., a Delaware corporation (“SpinCo”).
NAME LICENSE AGREEMENTName License Agreement • November 1st, 2016 • Yum China Holdings, Inc. • Retail-eating places • Texas
THIS NAME LICENSE AGREEMENT (this “Agreement”) is made effective as of October 31, 2016 (the “Effective Date”) by and between Yum! Brands, Inc., a North Carolina corporation having its principal place of business at 1441 Gardiner Lane, Louisville, Kentucky 40213 (“Licensor”), and Yum China Holdings, Inc., a Delaware corporation having its principal place of business at 16/F Two Grand Gateway, 3 Hong Qiao Road, Shanghai 200030, People’s Republic of China (“Licensee”) (each, a “Party,” and collectively, the “Parties”).
