MASTER LICENSE AGREEMENT Dated [ ], 2016 Between YUM! RESTAURANTS ASIA PTE. LTD. And YUM RESTAURANTS CONSULTING (SHANGHAI) COMPANY LIMITEDMaster License Agreement • August 31st, 2016 • Yum China Holdings, Inc. • Retail-eating places • Texas
THIS MASTER LICENSE AGREEMENT (this “Agreement”) is made and entered into this [ ] day of [ ], 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”.
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN YUM! BRANDS, INC. AND YUM CHINA HOLDINGS, INC. DATED AS OF , 2016Employee Matters Agreement • August 31st, 2016 • Yum China Holdings, Inc. • Retail-eating places • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of [·], 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 LIMITEDTax Matters Agreement • August 31st, 2016 • Yum China Holdings, Inc. • Retail-eating places • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”), dated as of [·], 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 • August 31st, 2016 • Yum China Holdings, Inc. • Retail-eating places • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of [·], 2016, is by and between 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 for Mla • August 31st, 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.Transition Services Agreement • August 31st, 2016 • Yum China Holdings, Inc. • Retail-eating places • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of [·], 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 • August 31st, 2016 • Yum China Holdings, Inc. • Retail-eating places • Texas
THIS NAME LICENSE AGREEMENT (this “Agreement”) is made effective as of [ ], 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 [ ] (“Licensee”) (each, a “Party,” and collectively, the “Parties”).
