0001104659-07-086924 Sample Contracts

FIRST AMENDMENT TO SERIES A PERPETUAL PREFERRED STOCK PURCHASE AGREEMENT
Series a Perpetual Preferred Stock Purchase Agreement • December 5th, 2007 • Ihop Corp • Patent owners & lessors • New York

This FIRST AMENDMENT TO SERIES A PERPETUAL PREFERRED STOCK PURCHASE AGREEMENT (this “Amendment”), dated as of November 29, 2007, is by and between IHOP Corp., a Delaware corporation (the “Company”), and MSD SBI, L.P., a Delaware limited partnership (the “Purchaser”). Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Purchase Agreement (as defined below).

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IHOP CORP. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 5th, 2007 • Ihop Corp • Patent owners & lessors • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of November 29, 2007, by and among IHOP Corp., a Delaware corporation (the “Company”), and the persons identified on Schedule A hereto (each, an “Investor” and, collectively, the “Investors”).

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