0001193125-04-091718 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 19th, 2004 • Dominos Pizza Inc • Wholesale-groceries & related products • Delaware

This Agreement, made and entered into this [ ] day of [ ], 2004 (“Agreement”), by and between Domino’s Pizza, Inc., a Delaware corporation (“Company”), and [ ] (“Indemnitee”):

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AMENDED AND RESTATED EMPLOYEE STOCKHOLDERS AGREEMENT
Employee Stockholders Agreement • May 19th, 2004 • Dominos Pizza Inc • Wholesale-groceries & related products • Michigan

This Amended and Restated Employee Stockholders Agreement (the “Agreement”), which amends and restates the agreement entered into on May 6, 1999 (the “Original Agreement”), is made as of [ ], 2004 by and among:

ASSUMPTION AGREEMENT
Assumption Agreement • May 19th, 2004 • Dominos Pizza Inc • Wholesale-groceries & related products • New York

ASSUMPTION AGREEMENT (this “Agreement”), dated as of May 12, 2004, made by Domino’s Pizza, Inc., a Delaware corporation (the “New Credit Agreement Party”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings provided such terms in the Credit Agreement referred to below.

SECOND AMENDMENT TO A LEASE AGREEMENT BETWEEN DOMINO’S FARMS OFFICE PARK, L.L.C. (LANDLORD) AND DOMINO’S PIZZA, L.L.C. (TENANT)
Lease Agreement • May 19th, 2004 • Dominos Pizza Inc • Wholesale-groceries & related products

THIS SECOND AMENDMENT TO A LEASE AGREEMENT is made May 5, 2004 and is effective as of the 21st day of December, 2003, by and between DOMINO’S FARMS OFFICE PARK, L.L.C., a Michigan Limited Liability Company, f/k/a Domino’s Farms Office Park Limited Partnership (Landlord) and DOMINO’S PIZZA, L.L.C. (Tenant).

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
Stockholders Agreement • May 19th, 2004 • Dominos Pizza Inc • Wholesale-groceries & related products • New York

This Amended and Restated Stockholders Agreement (the “Agreement”), which amends and restates the agreement entered into on December 21, 1998 (the “Original Agreement”), is made as of [ ], 2004 by and among:

Underwriting Agreement
Underwriting Agreement • May 19th, 2004 • Dominos Pizza Inc • Wholesale-groceries & related products • New York

Domino’s Pizza, Inc., a Delaware corporation (the “Company”), proposes to issue and sell, and each of the stockholders listed on Schedule II hereto (each a “Selling Shareholder” and, together, the “Selling Shareholders”), proposes to sell, subject to the terms and conditions stated herein, to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares (the “Firm Shares”) and, at the election of the Underwriters, the Selling Shareholders propose to sell, subject to the terms and conditions stated herein, up to [ ] additional shares (the “Optional Shares”) of Common Stock, par value $.01 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).

AMENDED AND RESTATED FRANCHISEE STOCKHOLDERS AGREEMENT
Franchise Agreement • May 19th, 2004 • Dominos Pizza Inc • Wholesale-groceries & related products • Michigan

This Amended and Restated Franchisee Stockholders Agreement (the “Agreement”), which amends and restates the agreement entered into on May 6, 1999 (the “Original Agreement”), is made as of [ ], 2004 by and among:

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