Form 8-K

8-K — YUM BRANDS INC

Accession: 0001104659-26-092305

Filed: 2026-08-07

Period: 2026-08-07

CIK: 0001041061

SIC: 5812 (RETAIL-EATING PLACES)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2622152d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2622152d1_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (tm2622152d1_ex10-2.htm)

EX-99.1 — EXHIBIT 99.1 (tm2622152d1_ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2622152d1_8k.htm · Sequence: 1

false

0001041061

2026-08-07

iso4217:USD

xbrli:shares

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported)

August 7, 2026

Commission file number 1-13163

YUM! BRANDS, INC.

(Exact name of registrant as specified

in its charter)

North Carolina

13-3951308

(State or other jurisdiction of

(IRS Employer

incorporation or organization)

Identification No.)

1441 Gardiner Lane, Louisville, Kentucky

40213

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (502) 874-8300

Former name or former address, if changed since last report: N/A

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each

class

Trading

Symbol

Name of Each

Exchange

on Which Registered

Common Stock, no par value

YUM

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the

registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards

provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement.

A&R MLA

On August 7, 2026, in connection with the

completion of the China Transaction (as defined in Item 2.01 below), YRI China Franchising, LLC (“YRICF”), a subsidiary

of Yum! Brands, Inc. (the “Company”), entered into that certain Amended and Restated Master License Agreement

(the “A&R MLA”) with Yum Restaurants Consulting (Shanghai) Company Limited (“YCCL”), a subsidiary

of Yum China Holdings, Inc. (“Yum China”).

The A&R MLA amends and restates the master

license agreement that previously governed the parties’ relationship to remove all references to Pizza Hut or any future royalties

payable in respect of the Pizza Hut brand in the People’s Republic of China (excluding Hong Kong Special Administrative Region,

Macau Special Administrative Region and Taiwan) (the “PRC”) in light of the completion of the China Transaction. With

respect to the KFC and Taco Bell brands, the A&R MLA also, among other things, (i) provides YCCL the opportunity to earn certain

incentives based on Yum China’s achievement of KFC system sales growth targets over the next 12 years, and (ii) establishes

the terms on which the parties will work together to establish long-term growth plans for Taco Bell in the PRC.

The foregoing description of the A&R MLA does

not purport to be complete and is qualified in its entirety by reference to the full text of the A&R MLA, which is filed as Exhibit 10.1

hereto.

Guaranty

On August 7, 2026, in connection with the

entry into the A&R MLA, Yum China executed and delivered a Guaranty (the “Guaranty”), pursuant to which Yum China

guarantees to YRICF the performance of YCCL’s obligations under the A&R MLA, including, without limitation, YCCL’s payment

obligations.

The foregoing description of the Guaranty does

not purport to be complete and is qualified in its entirety by reference to the full text of the Guaranty, which is filed as Exhibit 10.2

hereto.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On August 7, 2026, the Company completed

the previously announced sale to Yum China of the rights to the Pizza Hut business in the PRC in exchange for $1.2 billion in cash (together

with the transactions contemplated thereby, the “China Transaction”). Yum China had previously been the exclusive licensee

of such rights.

Item 7.01 Regulation FD Disclosure.

On August 7, 2026, the Company issued a press

release announcing the completion of the China Transaction. A copy of the press release is attached hereto as Exhibit 99.1 and is

incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1,

is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended

(the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated

by reference into the filings of the Company under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation

language in such filings.

Item 9.01 Financial Statements and Exhibits.

The following exhibits are being filed with this Current Report on

Form 8-K.

Exhibit

Number

Description

10.1

Amended and Restated Master License Agreement, dated as of August 7, 2026, by and between YRI China Franchising, LLC and Yum Restaurants Consulting (Shanghai) Company Limited.

10.2

Guaranty, dated as of August 7, 2026, by Yum China Holdings, Inc., in favor of YRI China Franchising LLC.

99.1

Press Release, dated August 7, 2026

104

Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document

SIGNATURE

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

YUM!

BRANDS, INC.

(Registrant)

Date: August 7, 2026

/s/

Erika Burkhardt

Chief Legal Officer &

Corporate Secretary

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2622152d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

Execution

Version

Pursuant to Item 601(b)(10)(iv) of Regulation

S-K, this exhibit omits certain information, identified by [*], that is not material

and that the registrant treats as private or confidential.

AMENDED AND RESTATED MASTER LICENSE AGREEMENT

Dated August 7, 2026

Between

YRI CHINA FRANCHISING LLC

And

YUM RESTAURANTS CONSULTING (SHANGHAI) COMPANY

LIMITED

TABLE OF CONTENTS

Page

DEFINED

TERMS

GRANT

OF LICENSE AND UNDERTAKING TO DEVELOP

FEES,

PAYMENTS AND REQUIRED EXPENDITURES

OWNERSHIP,

USE, PROTECTION AND SUBSTITUTION OF IP

QUALITY

ASSURANCE AND BRAND STANDARDS

SUBLICENSES

LEGAL

COMPLIANCE

RECORDKEEPING

AND REPORTING

CONFIDENTIALITY

10.

NON-COMPETITION

11.

INDEMNIFICATION

AND INSURANCE

12.

ASSIGNMENT

13.

TERM

AND RENEWAL

14.

BREACH

15.

ADDITIONAL

REMEDIES

16.

POST-TERM

OBLIGATIONS

17.

DISPUTE

RESOLUTION

18.

REPRESENTATIONS

AND WARRANTIES

19.

GENERAL

PROVISIONS

EXHIBITS AND SCHEDULES

Exhibit A – Brands

and Brand Owners

Exhibit A-1   – Taco

Bell Brand Development Initiative

Exhibit B – Categories

and Sources of Brand Standards

Exhibit C – Cross

Licensed IP

Exhibit D – Licensor

Purchase Right Procedures

Exhibit E – Guaranty

Schedule 3.1 – Royalty Discounts

Schedule 3.2 – Advertising Assessment

-i-

AMENDED AND RESTATED MASTER LICENSE AGREEMENT

THIS AMENDED AND RESTATED

MASTER LICENSE AGREEMENT (this “Agreement”) amends and restates that certain Original MLA as amended by Amendment No. 1

(as those terms are hereinafter defined), solely with respect to the KFC and Taco Bell Brands (as those terms are hereinafter defined),

and is made and entered into this 7 day of August, 2026, by and between YRI China Franchising LLC, a Delaware limited liability company

having its registered address at 1209 Orange Street, Wilmington, DE 19801, as successor in interest to Yum! Restaurants Asia Pte. Ltd.,

(as confirmed pursuant to the Confirmatory License Agreement between the parties dated as of January 1, 2020), 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 20 Tian Yao Qiao 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”.

RECITALS

A.          Prior

to the Effective Date (as hereinafter defined), the business division of Yum! Brands, Inc. (“Yum”), known as Yum!

Restaurants China (“YumChina”), was primarily responsible for the conduct of the Brand Restaurant Businesses within

the People’s Republic of China (the “PRC”), and YumChina, by virtue of its status as a business division of Yum

and the various International Franchise Agreements entered into from time to time, was entitled to use certain trademarks and other IP

of Yum and its Subsidiaries in connection with such business activities.

B.           Prior

to or on the Effective Date, the businesses and assets of, and the Subsidiaries of Yum included in, YumChina were contributed, assigned,

transferred, conveyed and delivered to Yum China Holdings, Inc., a Delaware corporation (“SpinCo”) and on or about

the Effective Date, Yum distributed to its stockholders the shares of SpinCo owned by Yum, making SpinCo a separate public company, independent

from Yum.

C.           In

connection with such contribution, assignment, transfer, conveyance, delivery and distribution, Yum! Restaurants Asia Pte. Ltd. and Licensee

entered into a Master License Agreement dated October 31, 2016 (as amended, the “Original MLA”) for the license

of and to certain trademarks and other IP of Yum and its remaining Subsidiaries, in order for SpinCo and its Subsidiaries to continue

the operation of the Brand Restaurant Businesses in the Territory.

D.           Licensor

is a wholly-owned indirect Subsidiary of Yum and has the right to license the trademarks and other IP of Yum and its Subsidiaries necessary

for SpinCo and its Subsidiaries to continue to operate the Brand Restaurant Businesses in the Territory; Licensee is a wholly-owned indirect

Subsidiary of SpinCo and the entity through which SpinCo has continued to operate the Brand Restaurant Businesses in the Territory from

and after the Effective Date.

E.           SpinCo

has guaranteed the obligations of Licensee under the Original MLA by executing the form of Guaranty set forth in Exhibit E

thereto and shall guarantee the obligations of Licensee under this Agreement by executing the form of Guaranty set forth in Exhibit E

hereto.

F.           The

Parties desired that the scope of the license granted pursuant to Original MLA would include trademarks and other IP of Yum and its Subsidiaries

used by YumChina in the conduct of the Brand Restaurant Businesses prior to the Effective Date, and also include, as expressly set out

in that agreement, certain additional trademarks and other IP of Yum and its Subsidiaries that may have come into existence after the

Effective Date and during the Term.

G.           The

Original MLA was amended by Amendment No. 1 to the Master License Agreement entered into as of April 15, 2022 by and between

Licensor and Licensee (“Amendment No. 1”).

H.           The

Yum! Brands, Inc. group of companies (the “Yum! Group”) has decided to undertake an internal reorganization to

separate ownership of the Pizza Hut assets within the Yum! Group (the “Corporate Reorganization”). As part of said

Corporate Reorganization, the parties wish to enter into this Agreement (which is an amendment and restatement of the Original MLA, as

amended, solely with respect to the KFC and Taco Bell Brands) to remove all rights and obligations of Licensor and Licensee associated

with the Pizza Hut brand, and following the execution of this Agreement, the Original MLA shall continue to apply as between Licensee

and Cherry Glade Ventures Limited (as assignee of Licensor with respect to the Pizza Hut brand) covering the Pizza Hut brand.

In consideration of the foregoing

and the mutual covenants and consideration set forth herein, the receipt and sufficiency of which are hereby acknowledged, Licensor and

Licensee agree as follows:

1.           DEFINED

TERMS As used in this Agreement, the following terms have the meanings set forth below. Additional terms used in this Agreement

are defined as they appear in the body of this Agreement and are referenced in the chart at the end of this Section.

“Additional Brands”

means any brand, other than the Brands, that Licensor may, in the future, develop, own or control and for which there exists a branded

Restaurant System.

“Affiliate”

means, with respect to any named person or entity, any other person or entity controlling, controlled by, or under common control with

the named person or entity. As used in this Agreement, unless expressly noted otherwise, each applicable Affiliate of Licensor after giving

effect to the separation of YumChina from Yum shall be deemed as included in the definition of Licensor for each provision where Licensor

is granting rights pursuant to the terms and conditions hereof or where Licensor is acknowledged or agreed to be the owner of IP.

“Annual Strategic

Plan” means Licensee’s annual plan for the Brands in the Territory during the upcoming calendar year. Topics for the Annual

Strategic Plan should include: (i) material changes to existing Brand Standards or Brand Products; (ii) an overview of proposed

advertising and marketing programs for each Brand; (iii) development plans for new Restaurants; (iv) an overview of third party

sublicensing for the Brands; (v) any recommendations or proposals from Licensee regarding New Business Opportunities and/or Additional

Brands, subject to Section 2.4 (and in each case, the terms upon which it may, in Licensor’s sole discretion, be licensed to

Licensee); and (vi) Licensee’s progress with respect to the Taco Bell Brand Development Initiative.

“Anti-Terrorism Laws”

means Executive Order 13224 issued by the President of the U.S., the Terrorism Sanctions Regulations (Title 31, Part 595 of the U.S.

Code of Federal Regulations), the Foreign Terrorist Organizations Sanctions Regulations (Title 31, Part 597 of the U.S. Code of Federal

Regulations), the Cuban Assets Control Regulations (Title 31, Part 515 of the U.S. Code of Federal Regulations), the USA PATRIOT

Act, and all other present and future laws, policies, lists and any other requirements of any Governmental Authority (including the United

States Department of Treasury Office of Foreign Assets Control and any government agency outside the U.S.) addressing or in any way relating

to terrorist acts and/or acts of war.

“Benchmark Year”

means each calendar year immediately preceding the corresponding Measurement Period. To illustrate, the first Benchmark Year is January 1,

2016 through December 31, 2016 (corresponding to the first Measurement Period of January 1, 2017 through December 31, 2021)

and the second Benchmark Year is January 1, 2017 through December 31, 2017 (corresponding to the second Measurement Period of

January 1, 2018 through December 31, 2022).

“Brand”

means individually each, and “Brands” means collectively all, of the branded Restaurant Systems identified in Exhibit A,

and which are primarily known by their respective brand and business names (“Brand Names”) currently known separately

as “KFC” (or “Kentucky Fried Chicken”) and “Taco Bell” including its icon, “the Bell”

(including the Mandarin language equivalents and derivatives thereof).

“Brand Business IP”

means the IP, other than the Core Brand IP, used in connection with the conduct of the Brand Restaurant Businesses.

“Brand Names”

has the meaning set forth in the definition of Brand.

“Brand Owners”

means the entities that own the Brands as set forth in Exhibit A.

“Brand Restaurant

Business” means any of the Brand Restaurant Businesses relating to a Brand.

“Brand Restaurant

Businesses” means the full range of business activities performed in the licensing and/or operation of businesses conducted

through Restaurants, including all the related development, promotional, and support activities.

“Brand Standards”

means the standards, specifications and requirements for the commercial use of the Brand System IP in the conduct of the Brand Restaurant

Businesses and in the development and operation of the Restaurants under the Brands (including Brand Trademark usage, maintenance and

registration standards; food safety and other quality assurance processes; governance protocols; and Restaurant design, inspection and

maintenance processes) as established by Licensor, all subject to updating and amendment, from time to time, as specified in Section 5.3.

Exhibit B includes a list of categories of Brand Standards and the source of each.

“Brand System IP”

means the collection of IP of Yum and its Subsidiaries used in connection with the conduct of the Brand Restaurant Businesses, comprised

of the Core Brand IP, together with that portion of the Brand Business IP existing as of the Effective Date.

“Business Days”

means all days that are not weekends or national holidays under the laws of the country in which the Party obligated to make the referenced

payment, give the referenced notice, exercise the referenced right, or perform the referenced obligation resides.

“Change of Control”

of Licensee or SpinCo means the occurrence of one or more of the following events:

(1)           Licensee

ceases to be a wholly-owned direct or indirect subsidiary of SpinCo;

(2)          any

direct or indirect, voluntary or involuntary, sale, lease, assignment, conveyance, gift, pledge, mortgage, encumbrance or other transfer

(in one transaction or a series of related transactions) of all or substantially all of the assets of Licensee or SpinCo, determined together

with its Subsidiaries on a consolidated basis, or a material portion of such assets related to any of the Brands, to any person or entity

that is a Competitor or to any group of related persons or entities (as the term group is interpreted for purposes of Section 13(d) of

the United States Securities Exchange Act of 1934, as amended (a “Group”)) where any member of such Group is a Competitor;

(3)           the

consummation of any plan of merger, consolidation, share exchange, tender offer or combination (any such transaction, a “Business

Combination”) directly or indirectly involving Licensee or SpinCo and any Competitor;

(4)           any

person, entity or Group, alone or together with its Affiliates, is the beneficial owner, directly or indirectly, of capital stock or other

securities of SpinCo representing twenty percent (20%) or more of SpinCo’s then outstanding common stock or twenty percent (20%)

or more of SpinCo’s then outstanding capital stock or other securities having general voting rights and such person or entity, or

any member of such Group, is a Competitor; or

(5)           any

person, entity or Group, alone or together with its Affiliates, has the power, directly or indirectly, to direct the business, management,

operations or policies of Licensee or SpinCo, whether through the ownership of voting securities, by contract or otherwise, and such person

or entity, or any member of such Group, is a Competitor.

“Competing Business”

means (a) any concept or sub-concept that sells more than (i) 20% of the concept’s or sub-concept’s gross revenue

from any single product category (either in the Territory or in the world) that is substantially similar to a Brand Product (which shall

specifically include, chicken as a product category (including chicken on the bone, chicken sandwiches, and other menu items where chicken

is the primary component of the dish), and Mexican-style food) or (ii) 35% of the concept’s or sub-concept’s gross revenues

from all products in the aggregate category (either in the Territory or in the world) that are substantially similar to Brand Products,

and (b) the following businesses: McDonald’s, Chick-fil-A, Dicos, Burger King, Chipotle, Subway and Popeye’s Louisiana

Kitchen. Licensor may reasonably update the list of Competing Businesses in (b) to reflect changes in Competing Businesses, but not

more than once each calendar year during the Term, and provided, that no update which adds a new Competing Business shall be deemed to

prohibit an interest in such Competing Business that pre-dates such update. For the avoidance of doubt, Licensee’s revenues (or

the revenue of any concepts or sub-concepts thereof) from the sale of (A) French fries; (B) beef burgers at Pizza Hut (or any

sub-concept thereof); (C) chicken toppings on (1) pizza and/or pasta at Pizza Hut (or any sub-concept thereof), (2) rice

at Pizza Hut (or any sub-concept thereof), and (3) rice at Licensee’s existing Chinese dining brands (i.e., such brands existing

as of August 7, 2026), (D) coffees, teas and juices which both (i) do not use a substantially identical recipe to that

of a unique Brand Product and (ii) are not marketed under a name that is substantially similar to a unique Brand Product name, and

(E) third-party branded beverage products such as Pepsi beverages, will not be considered revenues from the sale of products substantially

similar to Brand Products. For purposes of this definition, a “concept” means a branded business that offers prepared food

or beverage products to retail consumers through dine-in, takeout, delivery, catering, kiosk, digital ordering, or other physical or online

sales channels or a combination thereof. A “sub-concept” means any separate business, brand, format, or consumer-facing

offering that: (x) is owned, operated, licensed, or controlled by the same party as a concept or its Affiliates; and (y) uses,

incorporates, references, or benefits from the concept’s trademarks, branding, customer recognition, marketing assets, or goodwill,

but may present a different menu, distinct physical space (separate from or co-located with the concept), service offering, operating

name or online presence.

“Competitor”

means a person or entity that is directly or indirectly Engaged in a Competing Business or is an Affiliate of a person or entity that

is directly or indirectly Engaged in a Competing Business. In this context “Engaged” or “Engages”

means to engage in, maintain, operate, assist, be occupied or associated with, have any financial or beneficial interest in, or otherwise

participate in a specified business or activity, whether as an owner, stockholder, member, partner, lender, director, manager, officer

or employee, licensor, advisor or consultant, or otherwise.

“Confidential Information”

means trade secrets, know-how, and other proprietary knowledge or confidential information of a Party and its Affiliates, including (i) with

respect to Licensor and its Affiliates, the Brand System IP and all confidential knowledge and information concerning the Restaurant Systems

operating under the Brands or necessary or useful to the development or operation of Restaurants, including technology, designs, concepts,

ideas, information, formulas, recipes, studies, plans, reports, analyses, compilations, strategies, programs, data, methods, techniques

or processes regarding each Brand’s services, products, methods of doing business, markets, customer data, profits, sales, or other

financial information that derives independent economic value, actual or potential, from not being generally known to the public or to

other persons who can obtain economic value from its disclosure or use, and (ii) with respect to Licensee and its Affiliates, all

confidential information related to its operation of the Brand Restaurant Businesses (other than information constituting Confidential

Information of Licensor). Confidential Information does not include information which: (i) the non-disclosing Party can demonstrate

became known to the Party by proper means before the disclosure thereof by the disclosing Party or its Affiliates, (ii) at or after

the time of such disclosure, had become or later becomes a part of the public domain other than in breach of this Agreement or any Sublicense,

or (iii) the non-disclosing Party receives through proper publication or communication from an independent third party having the

right to disclose the same.

“Core Brand IP”

means the following IP of Yum and its Subsidiaries, including, for periods prior to the Effective Date, Subsidiaries of Yum which subsequently

become Subsidiaries of SpinCo: (i) the “Brand Trademarks”, which are comprised of the Brand Names, and versions

thereof, incorporating all or a portion of a Brand Name, together with all trademarks, service marks, trade names, domain names, logos,

commercial symbols and all other source indicators and other similar rights, whether registered or unregistered, authorized by Licensor

now and in the future for use in connection with the conduct of the Brand Restaurant Businesses; (ii) the “Brand Marketing

Materials”, which are comprised of all the advertising, marketing, promotional and public relations materials in every medium,

used directly or indirectly to promote the Brand Restaurant Businesses; (iii) the “Brand Products”, which are

comprised of all products (and associated know-how, including recipes, cooking methods and restaurant equipment modifications or customizations

developed or commissioned for the production of products) and services authorized for sale or promotion at Restaurants; and (iv) the

“Brand Restaurant Designs”, which are comprised of the prototypical architectural plans, designs, layouts, design concepts,

drawings and specifications for Restaurants. Core Brand IP includes Future Core IP.

“Customer Data”

means (i) any information or data identifying, describing, concerning or generated by prospective, actual or past customers, website

visitors or other social media contacts of any of the Brand Restaurant Businesses operating in the Territory, including all other customer

information in any database, regardless of the source thereof, and (ii) any information or data related to any of the foregoing (including

customer lists, reports, forms, methodologies, segmentations and statistical data, whether individually or in the aggregate). For the

purpose of this Agreement, Customer Data shall include only information or data that has been collected, generated, or used by a Brand

Restaurant Business. The term “Customer Data” shall not include any customer information or data, including general market

or customer insight research, that is generated, collected, or used by the Licensee for purposes other than as described in the preceding

sentence, above.

“Effective Date”

means October 31, 2016.

“Future Brand Business

IP” means Brand Business IP, other than the Brand System IP, that is developed or acquired by Licensee or any of its Affiliates

or any of the Sublicensees after the Effective Date for use in the conduct of the Brand Restaurant Businesses and that is an extension,

derivative or new version of existing Brand System IP or is useable in the commercialization of the Core Brand IP.

“Future Core IP”

means additional IP of the types described in clauses (i) through (iv) in the definition of Core Brand IP for use in the conduct

of the Brand Restaurant Businesses that is modified, developed or acquired after the Effective Date.

“Good Standing”

means that Licensee is in full compliance with all of its obligations under Applicable Laws, this Agreement, and each other agreement

between Licensee and Licensor or any of its Affiliates (including all payment obligations), that each of Licensee’s Affiliates is

in full compliance with all of its obligations under Applicable Laws, each Sublicense and each agreement between such Affiliate and Licensor

or any of its Affiliates, and that all such obligations have been satisfied on a timely basis.

“Governmental Authority”

means any national, federal, provincial, state, county, municipal or local governmental and quasi-governmental agency, commission or authority,

including any taxing authority.

“IP” means

all trademarks, service marks, trade dress, look and feel rights, copyrights, database rights, patents, trade secrets, domain names, know-how,

show-how and proprietary information and Confidential Information, tangible and intangible, including all legally cognizable versions

of any such intellectual property such as derivative works, colorable imitations, extensions, modifications, improvements, derivations,

adaptations, localizations, translations, transliterations, or compilations of any kind.

“Lists”

means the lists prepared by the U.S. government identifying those persons with whom U.S. parties are prohibited from doing business, including,

and as they may change from time to time: (i) the Specially Designated Nationals List (http://www.treas.gov/offices/enforcement/ofac/sdn/sdnlist.txt);

(ii) Executive Order 13324 (http://www.treasury.gov/offices/enforcement/ofac/programs/ terror/terror.pdf); (iii) Executive Order

13382 (http://www.state.gov/t/isn/c22080.htm); and (iv) Executive Order 12938 (http://www.state.gov/t/isn/c15233.htm).

“Measurement Period”

means each rolling five (5) calendar year period throughout the Term, beginning January 1, 2017. To illustrate, the first Measurement

Period is January 1, 2017 through December 31, 2021 and the second Measurement Period is January 1, 2018 through December 31,

2022.

“Prime Rate”

shall mean the rate that Bloomberg displays as “Prime Rate by Country United States” at http://www.bloomberg.com/quote/PRIME:IND

or on a Bloomberg terminal at PRIMBB Index or, in the absence of Bloomberg displaying such rate, such other rate as Licensor may reasonably

determine as the equivalent rate.

“Restaurant”

means each of the retail restaurant facilities that is primarily identified by a Brand Name and/or uses Brand System IP and that conducts

the offer and sale of authorized products and services through dine-in, carry-out, catering, delivery, kiosk, on-line methods of distribution,

centralized kitchens/commissaries, and such other methods of distribution as the Parties may mutually agree, including the offer of premiums,

and all other related promotional activities (but does not include the sale of any products for resale).

“Restaurant System”

means the collection of procedures, policies, standards, specifications and other distinguishing elements, created or acquired in connection

with the development and operation of a restaurant concept, but expressly excluding any test concept.

“Sublicense”

means any agreement between Licensee and any Affiliate or third party (including any development agreement, trademark license contract

or franchise agreement), granting such Affiliate or third party the right to operate one or more Restaurants under the applicable Brand

in the Territory, including the Existing Sublicenses and the Future Sublicenses. Each Sublicense must be Brand-specific.

“Sublicensee”

means any Affiliate of Licensee or any third party that is or becomes a party to an Existing Sublicense or a Future Sublicense.

“Sublicensee Change

of Control” means, as to any Sublicensee, the occurrence of one or more of the following events:

(1)           any

direct or indirect, voluntary or involuntary, sale, lease, assignment, conveyance, gift, pledge, mortgage, encumbrance or other transfer

(in one transaction or a series of related transactions) of all or substantially all of the assets of such Sublicensee, determined together

with its Subsidiaries on a consolidated basis, or a material portion of such assets related to any of the Brands, to any person or entity

that is a Competitor or to any Group where any member of such Group is a Competitor;

(2)           the

consummation of any Business Combination directly or indirectly involving such Sublicensee and any Competitor;

(3)           any

person, entity or Group, alone or together with its Affiliates, is the beneficial owner, directly or indirectly, of capital stock or other

securities of such Sublicensee representing twenty percent (20%) or more of such Sublicensee’s then outstanding common stock (or

other equity ownership interests) or twenty percent (20%) or more of such Sublicensee’s then outstanding capital stock or other

securities having general voting rights and such person or entity, or any member of such Group, is a Competitor; or

(4)           any

person, entity or Group, alone or together with its Affiliates, has the power, directly or indirectly, to direct the business, management,

operations or policies of such Sublicensee, whether through the ownership of voting securities, by contract or otherwise, and such person

or entity, or any member of such Group, is a Competitor.

“Subsidiary”

means with respect to any entity, any corporation, limited liability company, joint venture, partnership or other entity, of which such

first entity (a) beneficially owns, either directly or indirectly, more than 50% of (i) the total combined voting power of all

classes of voting securities, (ii) the total combined equity interests, or (iii) the capital or profit interests, or (b) otherwise

has the power to vote, either directly or indirectly, sufficient securities to elect a majority of the board of directors or similar governing

body.

“Taco Bell Brand

Development Initiative” means the matters relating to the development initiative for the Taco Bell Brand in the Territory described

in Exhibit A-1.

“Tax Matters Agreement”

means the Tax Matters Agreement to be entered into by and between Yum and SpinCo in connection with the separation of YumChina from Yum

and the distribution to Yum’s stockholders of the shares of SpinCo owned by Yum.

“Taxes”

means all taxes (including value added taxes), levies, imposts, duties, charges or fees, in each case in the nature of a tax and imposed

by any Governmental Authority, whether collected by withholding or otherwise, and any interest, additions to tax or penalties applicable

thereto.

“Term”

means, collectively, the “Initial Term” and any “Renewal Term” as described in Sections 13.1 and

13.2.

“Territory”

means the PRC, excluding Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan.

“Transfer”

means to sell, assign, convey, give away, pledge, mortgage, grant a security interest in or lien against, license, or otherwise transfer

or encumber, or any sale, assignment, conveyance, gift, pledge, mortgage, grant of security interest, lien, license, or other transfer

or encumbrance.

The following terms are defined

in the referenced Section, paragraph, or Recital of this Agreement:

Defined Term

Section

Administered Rules

17.3

Advertising Assessment

3.2

Agreement

Preamble

Amendment No. 1

Recital G

Annual Strategic Consultation

5.4

Appeal Procedure

17.3.7

Applicable Laws

7.1

Arbitration Request

17.3

Assigned Payments

6.1.2

Bank

14.1.6.B(ii)

Clearance Activities

4.3.1

Corporate Reorganization

Recital H

CPR

17.2.2

Cross Licensed IP

4.1.1

Enforcement Activities

4.3.1

Existing Sublicenses

6.1

Future Sublicenses

6.2

Governmental Approvals

6.3.5

Grace Period

3.4.1

Gross Revenue

3.1

Indemnitees

11.1

Initial Term

13.1

Late Payment

14.1.6.B

Letter of Credit

14.1.6.B(ii)

Licensee

Preamble

Licensee Releasing Parties

4.1.2.B

Licensor

Preamble

Licensor Purchase Right

15.4.5

Licensor Released Parties

4.1.2.B

New Business Opportunity

2.4

Non-Restated Sublicense

6.1

Original Award

17.3.7

Original MLA

Recital C

Party(ies)

Preamble

Payment Default

14.1.6.A

Payment Dispute Notice

14.1.6.C

PRC

Recital A

Registration Activities

4.3.1

Renewal Term

13.2

Restated Sublicense

6.1

ROFR Agreement

2.4.1

ROFR Notice

2.4.1

SGM Breach

2.1.3.A

SGM Calculation Statement

2.1.3.A

SGM Report

2.1.3.A

Sales Growth Metric

2.1.3

Secured Amount

14.1.6.B(ii)

SpinCo

Recital B

Transaction Tax

3.5.3

Underpayment

14.1.6.B

Yum

Recital A

Yum! Group

Recital H

YumChina

Recital A

2.           GRANT

OF LICENSE AND UNDERTAKING TO DEVELOP

2.1           Grant

of IP Licenses. Licensor hereby grants Licensee the exclusive right and license, and Licensee hereby assumes the obligation, to use

the Brand System IP to operate Brand Restaurant Businesses in the Territory, inclusive of the right to sublicense the Brand System IP

needed in order to operate the Restaurants to Sublicensees under Sublicenses for the sole purpose of operating Restaurants in the Territory,

provided that, except for Licensee’s right to operate a limited number of Restaurants for test purposes in compliance with the terms

of the form Sublicense as if Licensee were the Sublicensee and Licensor were the Sublicensor under such Sublicense, (i) Restaurants

may be operated only by Sublicensees under Sublicenses; and (ii) only those Affiliates of Licensee that are Sublicensees have the

right to use the Brand System IP and then only in compliance with the applicable Sublicense.

2.1.1.           The

license granted hereunder is separable as to each of the Brands, as identified by each separate Brand Name used to identify each of the

Brand Restaurant Businesses, and the license for each Brand and the associated Brand System IP may be separately assigned, modified, renewed,

terminated and enforced by Licensor, in all cases subject to the terms herein.

2.1.2.           Licensee

shall use its commercially reasonable best efforts to increase the revenues of the Brand Restaurant Businesses during the Term.

2.1.3.           Without

limitation of Section 2.1.2, subject to Sections 2.1.3.A, through 2.1.3.E, Licensee shall cause the average annual Gross Revenue

for each Brand Restaurant Business for each Measurement Period to exceed the Gross Revenue of such Brand Restaurant Business for the applicable

Benchmark Year (“Sales Growth Metric”).

A.           Within

thirty (30) days after the beginning of each calendar year during the Term, Licensee shall calculate the average annual Gross Revenue

for the relevant Measurement Period and the Gross Revenue for the relevant Benchmark Year for each Brand Restaurant Business and prepare

and deliver to Licensor a written statement setting forth in reasonable detail its determination of the average annual Gross Revenue for

the relevant Measurement Period and the Gross Revenue for the relevant Benchmark Year with respect to each Brand Restaurant Business (each,

an “SGM Calculation Statement”). In the event Licensee’s SGM Calculation Statement indicates a Brand Restaurant

Business has failed to meet the Sales Growth Metric (an “SGM Breach”), Licensee may include with the SGM Calculation

Statement a report setting forth specific factors, if any, beyond its reasonable control as the predominant cause for such SGM Breach

(the “SGM Report”).

B.           Without

limitation of Licensor’s rights under Section 8.3, Licensor and its representatives shall have the right to inspect Licensee’s

books and records with respect to each Brand Restaurant Business, upon reasonable prior notice to Licensee and for purposes reasonably

related to the verification of the SGM Calculation Statement, the SGM Report, if any, and any additional information relating to the Sales

Growth Metric.

C.           In

the event the SGM Calculation Statement indicates that the Sales Growth Metric has been satisfied and Licensor agrees with the SGM Calculation

Statement, Licensor shall provide written notice to Licensee confirming that the Sales Growth Metric has been satisfied for that particular

Measurement Period within fifteen (15) days after receipt of the SGM Calculation Statement.

D.           In

the event an SGM Breach has occurred and Licensee has not included an SGM Report with the SGM Calculation Statement, Licensor shall provide

written notice to Licensee confirming such SGM Breach within fifteen (15) days after receipt of the SGM Calculation Statement. Failure

to submit an SGM Report with the SGM Calculation Statement shall be deemed a waiver of Licensee’s right to submit an SGM Report

for the relevant Measurement Period.

E.           In

the event an SGM Breach has occurred and Licensee has included an SGM Report with the SGM Calculation Statement, Licensor shall consider

the SGM Report in good faith, while also taking into account factors within Licensee’s control, such as Licensee’s use of

free cash and the amount of capital investments for Brand development, judged on both an historical and competitive basis. If Licensor,

in its reasonable discretion, determines that the SGM Breach was predominantly caused by factors beyond Licensee’s reasonable control,

Licensor shall waive the SGM Breach with respect to the relevant Brand Restaurant Business and shall provide written notice to Licensee

so indicating within fifteen (15) days after receipt of the SGM Calculation Statement. If Licensor, in its reasonable discretion, determines

that the SGM Breach was not predominantly caused by factors beyond Licensee’s reasonable control, Licensor shall provide written

notice to Licensee confirming that an SGM Breach has occurred within fifteen (15) days after receipt of the SGM Calculation Statement.

In the event of two (2) consecutive SGM Breaches for

a Brand Restaurant Business, Licensor shall be entitled to exercise its rights under Section 15.4.4.

2.2           Territorial

Protections. During the Term and provided that Licensee and its Affiliates remain in Good Standing (including in compliance with Sections

2.1.2 and 2.1.3), Licensor shall not establish or operate, or grant any other person or entity the right to establish or operate, a Brand

Restaurant Business in the Territory or any rights to use the Brand System IP in Restaurants in the Territory.

2.3           Licensor’s

Reserved Rights. Licensee acknowledges and agrees that this Agreement grants Licensee only the right to operate the Brand Restaurant

Businesses in the Territory during the Term. Licensor and its Affiliates have and retain all rights not granted to Licensee under this

Agreement and may, without notice to Licensee: (a) establish and operate, or grant any person or entity the right to establish and

operate, Brand Restaurant Businesses, and use the Brand System IP, outside the Territory or after the Term, and (b) engage in any

business in the Territory provided the conduct of the business is not in conflict with the provisions of Section 2.2 and Section 2.4.

2.4           Licensee’s

Rights of First Refusal. Notwithstanding Section 2.3, if during the Term, (i) Licensor proposes to engage, directly or indirectly,

in any business in the Territory unrelated to the Brand Restaurant Businesses but utilizing all or any part of the Core Brand IP (a “New

Business Opportunity”), or (ii) Licensor develops or acquires an Additional Brand, then Licensor shall offer Licensee a

right of first refusal in accordance with this Section 2.4.

2.4.1.           Within

a reasonable period of time following the occurrence of an event described in Section 2.4(i) or (ii) (regardless

of whether Licensor proposes to act on a unilateral voluntary basis or in response to an approach or offer from a third party) and

subject to the conditions in Section 2.4.2, Licensor shall notify Licensee in writing of the New Business Opportunity or the Additional

Brand (the “ROFR Notice”). The ROFR Notice will offer Licensee the first opportunity, on an exclusive basis, to negotiate

rights to the New Business Opportunity or the Additional Brand in the Territory. Licensee shall accept or reject the offer to negotiate

in writing within thirty (30) days following the date of the ROFR Notice. Licensee’s failure to accept or reject the offer in writing

within the stated time period shall be deemed to be a rejection of the offer. If Licensee accepts the offer to negotiate rights to the

New Business Opportunity or the Additional Brand in the Territory, Licensor and Licensee will negotiate the applicable business terms

on an exclusive basis for a period of ninety (90) days following the date of Licensee’s written acceptance notice, any such terms

to be evidenced by a separate agreement between the Parties or their designees (a “ROFR Agreement”). If the Parties

have not entered into a ROFR Agreement for the New Business Opportunity or Additional Brand within the ninety (90) day exclusivity period,

then, unless the Parties mutually agree in writing to extend the exclusive negotiation period before the expiration of such exclusivity

period, Licensee’s rights with respect to the New Business Opportunity or Additional Brand in the Territory shall terminate and

Licensor shall have the right directly, or indirectly through its Affiliates or third parties, to operate the New Business Opportunity

or Additional Brand in the Territory, without any further obligation to Licensee.

2.4.2.           Licensee’s

right of first refusal shall be applicable: (i) only during such time that Licensee and its Affiliates are in Good Standing; (ii) on

terms and conditions no less favorable to Licensee than those then offered by Licensor to other third parties, excluding, however (but,

nonetheless, fully disclosing to Licensee on a timely basis for its overall appraisal) any one time “development incentives,”

such as for market entry, new units, test concepts or other forms of growth initiatives which may be offered, from time to time, for limited

periods less than the full term of the applicable franchise or license grant; and (iii) with respect to any Additional Brand, only

after the business of the Additional Brand is deemed by Licensor, using its reasonable judgment, to be tested and fully operational. In

the event Licensee believes Licensor has failed to provide the ROFR Notice in a timely manner, Licensee’s sole remedy shall be to

provide written notice to Licensor of such alleged failure. For the convenience of the Parties, the Parties will endeavor to discuss any

applicable right of first refusal primarily during the Annual Strategic Consultation.

3.           FEES,

PAYMENTS AND REQUIRED EXPENDITURES

3.1           Royalty.

In consideration for the license granted under Section 2.1, Licensee shall pay to Licensor a continuing royalty fee in an amount

equal to three percent (3%) of the Gross Revenue of any kind derived from the operation of the Restaurants in the Territory. For purposes

of this Agreement, the term “Gross Revenue” shall mean the total of all cash or other payments (including the fair

value of an exchange and all payments by check, credit, or charge account, regardless of whether the checks, credits, or charge accounts

are ultimately paid) paid or payable at the Restaurant level for the sale or use of any products, goods, or services that are sold at

or from any Restaurant in the Territory, excluding value added taxes and governmental surcharges imposed with respect to such sales by

Governmental Authorities, and then only if the amount of such value added taxes or governmental surcharges is taken into account in the

selling price and is actually paid to the appropriate Governmental Authority (for this purpose, treating value added taxes validly offset

against input credits as actually paid to the appropriate Governmental Authority). Royalty fee payments are due on the fifteenth (15th)

day of the month with respect to Gross Revenue during the preceding month and, unless otherwise agreed by Licensor, are payable by Licensee

to Licensor regardless of collection or non-collection by Licensee from the Sublicensees. Licensee may be entitled to discounts on royalty

fee payments to the extent provided in Schedule 3.1.

3.2           Required

Advertising Expenditures. Annually, during the Term, Licensee shall collect and spend all Advertising Assessments for each Brand Restaurant

Business to market, advertise and promote such Brand Restaurant Business in the Territory in accordance with the Advertising and Marketing

Standards set out in the Brand Standards; provided, that, as provided in Schedule 3.2, up to a specified percentage of the Advertising

Assessments may be spent for those items identified in Schedule 3.2 under the circumstances described therein. Licensee may allocate

the Advertising Assessment between national and local store marketing and advertising initiatives and activities in its reasonable discretion.

For purposes of this Agreement, “Advertising Assessment” means, as to a Brand Restaurant Business, a minimum advertising

fee or contribution under each Sublicense for such Brand Restaurant Business in an amount equal to four percent (4%) of Gross Revenue.

The Parties acknowledge and agree that the nature of advertising is evolving and will continue to evolve during the Term. Therefore,

upon request by either Party, the other Party will consider in good faith prospective adjustments to the Advertising Assessment, taking

into consideration Brand sales, competitor marketing spend rates and trends, and marketing effectiveness (e.g., the availability of other

channels or platforms of marketing promotion, such as social media and digital advertising, that may provide for reduced cost and equal

or greater consumer reach and conversion) and the resulting impact on sales growth.

3.3           Other

Payments. In addition to the royalty fees described in Section 3.1, Licensee shall pay to Licensor and to Licensor’s Affiliates

and to all third party suppliers promptly when due all other fees, charges and reimbursable amounts payable under this Agreement or other

agreements between Licensee and Licensor, Licensor’s Affiliates, or such third party suppliers. Such payments shall be made at such

times and in such manner as may be specified in this Agreement or such other agreements and, in the absence of any specified time and

manner of payment, as invoiced.

3.4           Payment

Terms; Currency. All payments made by Licensee to Licensor under this Agreement shall be sent by electronic wire transfer of immediately

available funds to the account designated by Licensor in writing from time to time.

3.4.1.           Any

payment not actually received within five (5) days after the date on which such payment was due (“Grace Period”)

shall accrue interest at a rate per annum equal to the Prime Rate plus three percent (3%) or the maximum rate permitted by Applicable

Laws, whichever is less, from the end of the Grace Period until paid. Such interest charges are in addition to any other remedies available

to Licensor. Additionally, during the first year of the Term, the Grace Period shall be extended to ten (10) days.

3.4.2.           Licensee

shall not be entitled to withhold payments due to Licensor or its Affiliates on grounds of alleged nonperformance by Licensor or its Affiliates,

nor shall Licensee be entitled to set off any amounts that may be owed by Licensor or any of its Affiliates to Licensee or any of its

Affiliates against amounts owed by Licensee or any of its Affiliates to Licensor or any of its Affiliates under this Agreement. Notwithstanding

any designation Licensee might make, Licensor has sole discretion to apply any of Licensee’s payments to any of Licensee’s

past due indebtedness to Licensor or its Affiliates. Licensor has the right to set off any amounts Licensee owes to Licensor or any of

Licensor’s Affiliates against any amounts Licensor or any of its Affiliates may owe to Licensee or any of Licensee’s Affiliates.

3.4.3.           All

amounts payable to Licensor under this Agreement shall be paid in Chinese Yuan Renminbi (RMB).

3.4.4.           If

any Governmental Authority with jurisdiction over any of the Brand Restaurant Businesses or the Parties imposes restrictions on the transfer

of funds or currencies to places outside the Territory and such restrictions result in Licensor not receiving payments in accordance with

this Agreement in a timely fashion, Licensee shall cooperate with Licensor and use commercially reasonable efforts to effect such payments

in a timely fashion by the transfer of funds in alternate currencies as Licensor may designate and/or the funding of such payments from

sources outside the Territory, to the extent legally permissible. If, after thirty (30) days, such efforts fail to result in full payment

to Licensor, then Licensor shall have the right at any time thereafter to the extent legally permissible to direct the deposit of any

or all payments (including accumulated amounts) required hereunder into such accounts in the Territory as Licensor may designate. Nothing

herein shall relieve Licensee from the obligation to pay to Licensor the amounts due hereunder.

3.5           Taxes.

Licensee shall promptly pay when due all Taxes levied or assessed against Licensee by any Governmental Authority.

3.5.1.           Any

and all payments by Licensee to Licensor pursuant to this Agreement shall be made without deduction or withholding for any Taxes, except

as required by Applicable Laws. If Applicable Laws require Taxes to be withheld or deducted from any payment to Licensor pursuant to this

Agreement, Licensee shall withhold or deduct and pay to the applicable Governmental Authority the amount required to be withheld or deducted

and shall promptly deliver to Licensor, at least annually or as otherwise reasonably requested by Licensor, receipts and tax forms issued

by the applicable Governmental Authority showing that all Taxes were properly withheld or deducted and remitted in compliance with Applicable

Laws. Without limiting the foregoing, Licensee shall cooperate with Licensor in any manner Licensor reasonably requires to facilitate

Licensor in its efforts to obtain applicable tax credits based on such withholdings or deductions, or to obtain any reduction in the amount

of such withholding or deduction.

3.5.2.           Except

as otherwise provided in the Tax Matters Agreement, in the event of any bona fide dispute between Licensee or any of its Affiliates and

any Governmental Authority as to liability for Taxes assessed, Licensee or such Affiliate may contest the validity or the amount of the

Tax in accordance with procedures of the Governmental Authority or Applicable Laws; provided, however, that, to the extent within the

control of Licensee, in no event shall Licensee or such Affiliate permit a tax sale or seizure by levy of execution or similar writ or

warrant, or attachment by a creditor, to occur against the premises of any Restaurant, any improvements thereon, or any assets of Licensee

or such Affiliate that are part of the Brand Restaurant Businesses or contain the Brand Trademarks.

3.5.3.           Licensee

bears sole and exclusive responsibility for the reporting, withholding and payment of all Taxes imposed upon it by any jurisdiction, including

the responsibility to report to the applicable Governmental Authorities any payment made to Licensor to the extent required by Applicable

Laws. The Parties acknowledge that Licensee may be responsible now or in the future to collect and remit sales tax, use tax, excise tax,

withholding income tax, value added tax, franchise fee tax, governmental surcharges, stamp tax or consumer tax (“Transaction

Tax”) with respect to payments made by Licensee to Licensor pursuant to Section 3.1. Any such Transaction Taxes shall be

borne by Licensor and such amounts shall not be added to any amounts payable by Licensee pursuant to Section 3.1.

3.5.4.           If

Licensee receives any refund or credit in respect of any Taxes withheld or deducted from, or any Transaction Tax paid by Licensor in respect

of, any payment made to Licensor pursuant to this Agreement, Licensee shall promptly pay to Licensor an amount equal to the amount of

such refund or credit, net of all out-of-pocket expenses (including Taxes) of Licensee with respect to the receipt of such refund or credit.

For purposes of this Section 3.5.4, Licensee’s ordinary course application of a value added tax credit against value added

tax withheld from any payment made to Licensor pursuant this Agreement shall not be treated as a credit received by Licensee, provided,

however, that any credit against value added tax obtained by Licensee as a result of a redetermination of the amount of value added tax

due with respect to any such payment to Licensor shall be treated as a credit received by Licensee and payable to Licensor pursuant to

this Section 3.5.4.

4.           OWNERSHIP,

USE, PROTECTION AND SUBSTITUTION OF IP

4.1           Ownership.

Licensee represents and warrants to Licensor that, prior to the Effective Date, Licensee and YumChina have provided to Licensor and Yum

all agreements and other documents relating to any and all Brand System IP licensed, used, or owned (or purported to be owned) by YumChina,

SpinCo or any of their Affiliates, including Licensee. Licensor hereby represents that the scope of the license for the Brand System IP

is expressly designed to include the IP of Yum and its Subsidiaries used to operate the Brand Restaurant Businesses in the Territory prior

to the Effective Date, primarily under the direct management of and supervision of YumChina. To the extent any ambiguity exists in this

Agreement concerning the scope of the license grant to the Brand System IP, this representation shall assist the Parties in determining

the proper interpretation. As between Licensor and its Affiliates (as determined upon or after consummation of the separation of YumChina

from Yum), on the one hand, and Licensee and its Affiliates and the Sublicensees (as determined upon or after consummation of the separation

of YumChina from Yum), on the other hand, Licensee agrees (for itself and on behalf of its Affiliates and the Sublicensees) that the Brand

System IP is, and shall remain, the sole property of Licensor. Licensor and Licensee (for itself and on behalf of its Affiliates and the

Sublicensees) further agree that any modification, development or acquisition of the IP of Yum and its Subsidiaries occurring prior to

the Effective Date by or for Licensee or any of its Affiliates or any of the Sublicensees, whether by itself or in conjunction with Licensor

or third parties, shall be deemed to have been commissioned by and for the benefit of Licensor, and Licensee has done or shall do at Licensor’s

request, all acts (including execution and delivery to Licensor of any and all such documentation) required in order to evidence, secure

or perfect the vesting in Licensor of all rights, title and interest in and to such IP or any other Brand System IP or to otherwise give

full effect to this Section 4.1 and shall cause its Affiliates and the Sublicensees and, to the extent commercially reasonable, its

contractors and other third parties, to do so. The Parties hereby acknowledge and agree to the existence and sufficiency of consideration

for the foregoing commissioning arrangements; such consideration including the right of YumChina to use certain IP of Yum and its Subsidiaries

in connection with YumChina’s business activities prior to the Effective Date. Nothing contained in this Agreement is, or shall

be construed as, an assignment of any of the Brand System IP to Licensee or any other person or entity or as a grant to Licensee or any

other person or entity of any right, title, or interest in or to any of the Brand System IP except for the express license granted to

Licensee to use the Brand System IP under Section 2.1. Except for such license, Licensee acquires no right, title or interest in

any of the Brand System IP or any associated past, present or future goodwill, all of which will inure solely to the benefit of Licensor

and the Brand Owners.

4.1.1.           Licensee

represents and warrants to Licensor that, prior to the Effective Date, YumChina has not licensed or authorized the use of any of the Brand

System IP by any person or entity other than Sublicensees under the Existing Sublicenses, and has only issued cross licensing rights for

some of the Brand System IP to certain businesses of YumChina as set forth in Exhibit C (the “Cross Licensed IP”).

During the Term, Licensee shall not provide any further cross licensing rights and shall cause the cross licensing rights to the current

Cross Licensed IP to terminate within three (3) years after the Effective Date at Licensee’s sole cost and expense and shall

provide Licensor evidence of such termination(s) satisfactory to Licensor.

4.1.2.           Other

than as set forth in this Section 4.1, Licensee acknowledges and agrees that, to the extent permitted by Applicable Laws, the Brand

System IP is being licensed “as-is” and without any further representations or warranties by Licensor or any of its Affiliates,

including regarding the status, strength, validity, or enforceability of any of the Brand System IP in the Territory (including the status,

strength, validity, or enforceability of any registrations or applications to register the Brand Trademarks or any other Brand System

IP in the Territory). Licensee further acknowledges and agrees that:

A.           Licensee

shall not make any demand, assert any claim, or file any action against Licensor or any of its Affiliates (and that neither Licensor nor

any of its Affiliates has any obligation to indemnify Licensee or any of its Affiliates or the Sublicensees for liability or damages)

arising out of or in connection with the use by Licensee or any Sublicensee of the Brand System IP in the Territory, including demands,

claims or actions (or liability or damages) based on the actual or threatened cancellations of Brand System IP registrations or refusals

to register any of the Brand System IP by any Governmental Authority and any third party demands or claims related to the Brand System

IP.

B.           As

of the Effective Date, Licensee, for itself and on behalf of all other persons and entities acting on its behalf or claiming under it

(collectively, the “Licensee Releasing Parties”), hereby irrevocably and unconditionally releases, acquits and forever

discharges Licensor, its Affiliates and their respective owners, predecessors, successors, assigns, agents, directors, officers, employees,

representatives, attorneys, parents and Subsidiaries, past and present, and all persons acting by, through, under or in concert with them

or any of them (collectively “Licensor Released Parties”), from all actions, causes of action, suits, debts, liens,

obligations, promises, liabilities, claims, rights, demands, damages, controversies, losses, costs, and expenses (including attorneys’

fees and costs actually incurred), known or unknown, suspected or unsuspected, fixed or contingent, which they now have, own, hold, claim

to have, claim to own, or claim to hold, or at any time heretofore had, owned, held, claimed to have, claimed to own, or claimed to hold

against each or any of the Licensor Released Parties arising out of or related to the Brand System IP or any use thereof.

C.           Without

limiting the foregoing acknowledgements, agreements and release, Licensee agrees that the maximum possible remedy to which Licensee and

its Affiliates and the Sublicensees may be entitled as a result of (i) any loss or impairment of the Brand System IP (including the

Brand Trademarks) in the Territory or (ii) any breach by Licensor of any express or implied warranties related to the Brand System

IP, including any technology/technical secrets, patents, or software, is for Licensor to authorize a replacement for the affected Brand

System IP, and Licensee expressly acknowledges and agrees that Licensee’s obligations under this Agreement, including its obligation

to pay the royalty fees and other amounts due under this Agreement, shall not be relieved, limited, or otherwise modified as a result

of any loss or change in the status or value of any of the Brand System IP in the Territory, including losses or changes attributable

to actions by Governmental Authorities or third party claims. Licensor also has the right to replace any Brand System IP (including any

Brand Trademark) that, in Licensor’s belief, is or may be subject to a claim or determination that Licensor has no right to license

such Brand System IP under this Agreement, or that such Brand System IP is or may be cancelled or its use by Licensee prohibited in the

Territory, or that such Brand System IP is or may be subject to any ownership or rights challenge or any infringement allegation or action.

Without limiting or altering the provisions set forth above, Licensee may request a review, during the Annual Strategic Consultation,

of recent, material adverse changes in the Brand System IP where Licensee believes other types of remedies are more suitable, which suggestions

Licensor shall consider and decide, in its sole discretion.

4.1.3.           This

Agreement expressly contemplates that Licensee (or any of its Affiliates and any of the Sublicensees) may, subsequent to the Effective

Date and during the Term and in accordance with the terms hereof and the Brand Standards, develop or acquire Future Core IP and Future

Brand Business IP.

A.           Licensor

shall solely own all Future Core IP (and, for the avoidance of doubt, Licensor and Licensee (for itself and on behalf of its Affiliates

and the Sublicensees) agree that any modification, development or acquisition of Future Core IP by or for Licensee or any of its Affiliates

or any of the Sublicensees, whether by itself or in conjunction with Licensor or third parties, shall be deemed to be commissioned by

and for the benefit of Licensor, subject, however, to the right of use by Licensee during the Term for the purposes and in the manner

provided in this Agreement). Licensee shall inform Licensor in writing of any such modification, development or acquisition of Future

Core IP. Licensee shall assign, transfer, and convey, and hereby assigns, transfers, and conveys, to Licensor all rights, title, and interest

of Licensee in or to any Future Core IP modified, developed or acquired by or for Licensee and otherwise waives and/or releases all rights

of restraint and moral rights therein and thereto, without compensation, recognizing that any Future Core IP modified, developed or acquired

by or for Licensee shall simultaneously and by operation of law be included in the Brand System IP licensed hereunder. Licensee shall

also cause its Affiliates and the Sublicensees and, to the extent commercially reasonable and consistent with the Brand Standards, cause

its contractors and other third parties, to assign, transfer, and convey all such rights, title, and interest in and to Future Core IP

that may be modified, developed or acquired by or for those parties to Licensor (or its designated Affiliate). Licensee shall do all acts

and execute and deliver to Licensor any and all such documentation required in order to evidence, secure or perfect the vesting in Licensor

of all rights, title and interest in and to the Future Core IP or to otherwise give full effect to this Section 4.1.3 and shall cause

its Affiliates and the Sublicensees and, to the extent commercially reasonable, its contractors and other third parties, to do so. If

and to the extent any such assignment is determined to be invalid or unenforceable, Licensee hereby grants (and shall cause its Affiliates

and the Sublicensees and, to the extent commercially reasonable and consistent with the Brand Standards, its contractors and other third

parties to grant) to Licensor (or its designated Affiliate) an exclusive, worldwide, transferable, assignable, sublicensable, irrevocable,

perpetual, non-terminable, royalty-free license in and to such Future Core IP. Neither Licensee nor any of its Affiliates, employees,

contractors, or Sublicensees or any other third parties will be entitled to, or have any right or claim against Licensor or the Brand

Owners or their respective Affiliates for, any royalty, fee, charge, compensation, or other payment or value of any kind for or in connection

with any of the foregoing assignments, transfers, conveyances, or licenses or Licensor’s or any of its Affiliates’ use, utilization,

commercialization, license, transfer, or exercise of any right in any such Future Core IP.

B.           Licensee

shall solely own all Future Brand Business IP; provided, that in consideration of the rights granted herein and in order to maintain and

enhance Brand integrity and avoid Brand divergence, Licensee hereby grants (and shall cause its Affiliates and the Sublicensees and, to

the extent commercially reasonable and consistent with the Brand Standards, its contractors and other third parties to grant) to Licensor

a non-exclusive, worldwide (other than in the Territory during the Term), transferable, assignable, irrevocable, perpetual, non-terminable,

royalty-free right and license to use any such Future Brand Business IP and to sublicense the use of any such Future Brand Business IP

to Licensor’s Affiliates and their licensees and franchisees operating under the Brands. Upon Licensor’s request,

Licensee shall reasonably cooperate with Licensor to effectuate this right and license (including executing all documents reasonably required

by Licensor).

C.           The

Parties hereby acknowledge and agree to the existence and sufficiency of consideration for the foregoing commissioning arrangements, assignment,

transfer, and conveyance, or license, to Licensor; such consideration including the license to Licensee of the Core Brand IP which may

come into existence after the Effective Date and during the Term.

4.1.4.           The

parties acknowledge that Customer Data is derived, developed, accumulated and used directly through and in connection with Licensee’s

use of the Brand System IP, and as such, represents an essential element of the goodwill associated with the Brand System IP and the Brand

Trademarks necessary to the operation of the Brand Restaurant Businesses. Accordingly, in consideration of the foregoing and subject to

the limitations in this Section, Licensee (for itself and on behalf of its Affiliates) hereby grants Licensor and each of its Affiliates

an unencumbered right to access and use, and a perpetual and sublicensable license in and to, the Customer Data. Licensor’s right

to access, use and sublicense the Customer Data may only be exercised: (i) in accordance with Applicable Laws; (ii) following

the expiration, non-renewal, termination, or other winding-down of this Agreement or any Brand license granted hereunder; and (iii) in

connection with the continued operation of the Brand (or Brands) from which the Customer Data was obtained and compiled; provided that

in the event of any material breach of this Agreement by Licensee, Licensor and its Affiliates may have the right of access, only, to

the Customer Data upon written notice to Licensee, whereupon, Licensee shall provide Licensor with access to the Customer Data of the

Brand (or Brands) concerned and/or derivatives thereof, according to such protocols as may be reasonably established for such purpose

and set forth in Brand Standards. For the avoidance of doubt, Licensor may not use any Customer Data in connection with any restaurant

system other than the Brand (or Brands) concerned.

4.2           Use.

Licensee shall, and shall cause all of the Sublicensees to, use the Brand System IP only as authorized by this Agreement and in accordance

with the Brand Standards. Without limitation of the foregoing, Licensee agrees that, during and after the Term, Licensee shall not, and

shall cause all the Sublicensees not to:

4.2.1.           Engage,

directly or indirectly, in any conduct that would dilute, infringe upon, harm, prejudice, bring into disrepute, or interfere with the

validity, ownership or enforceability of the rights of Licensor or any of its Affiliates in any of the Brand System IP or the associated

goodwill, including any use of the Brand Trademarks in a derogatory, negative, or other inappropriate manner;

4.2.2.           Contest

the rights of Licensor or any of its Affiliates in any of the Brand System IP or the associated goodwill;

4.2.3.           Take,

or omit to take, any action that in any way would reflect adversely on, or injure or threaten to injure or diminish the name, image or

reputation of, Licensor or any of its Affiliates, the Brand Names, the Brand Trademarks or other Brand System IP, including any action

that may invalidate or jeopardize registration of any of the Brand Trademarks or other Brand System IP; or

4.2.4.           Take

or continue any action which Licensee (or any of the Sublicensees) knows or has reason to know would result in or cause a boycott of any

Brand, Brand Product, Licensor, any of the Brand Trademarks, or any product or service bearing or associated with the Brand Trademarks.

Notwithstanding the foregoing sentence, in the event any action taken or continued by Licensee or any of the Sublicensees results, or

threatens to result, in any such injury, Licensee shall promptly take, and cause all of the Sublicensees to take, all steps necessary

to avoid or stop the occurrence of such injury.

4.3           Trademarks.

4.3.1.           Subject

to Licensor’s rights and obligations set forth in this Section 4.3 and in Section 4.5, Licensee shall, in accordance with

the Trademark Maintenance and Registration Standards set out in the Brand Standards and at Licensee’s expense, conduct the following

activities in the Territory with respect to the Brand Trademarks (including those covered by Future Core IP but excluding any Brand Name):

(i) select and clear the Brand Trademarks, providing to Licensor or its designee contemporaneous clearance reports and legal opinions

in the English language and advising Licensor or its designee when a cleared Brand Trademark may be submitted for registration (collectively,

“Clearance Activities”), and (ii) take any and all reasonable actions to police and defend the Brand Trademarks,

including issuing any cease and desist demand, filing and prosecuting any administrative action and/or taking legal action, against any

infringer or misappropriator, or reasonably suspected infringer or misappropriator, of any of the Brand Trademarks (collectively, “Enforcement

Activities”). Notwithstanding the foregoing, Licensor shall, in accordance with the Trademark Maintenance and Registration Standards

set out in the Brand Standards and at Licensor’s expense, conduct the following activities in the Territory with respect to the

Brand Trademarks (including those covered by Future Core IP and including any Brand Trademark containing a Brand Name): (a) review

and, after consultation with Licensee, approve or disapprove any Brand Trademark prior to its use, and (b) in the name of Licensor

or its designee, apply for, prosecute the application for, register and maintain the registration of, the Brand Trademarks (“Registration

Activities”). In addition, Licensor shall, at Licensor’s expense: (x) conduct any and all Clearance Activities with

respect to a Brand Trademark that is a Brand Name, (y) join any Enforcement Activities by Licensee under this Section 4.3.1

as necessary under Applicable Laws in the Territory to conduct such Enforcement Activities, and (z) have the right to monitor and

participate in (and by written notice to Licensee, assume management or control of) any Clearance Activities and Enforcement Activities

conducted by Licensee (or a part thereof, as decided by Licensor in its sole discretion). Licensee shall otherwise not engage in any Clearance

Activities, Registration Activities or Enforcement Activities, or assist or be involved in any way with another’s Clearance Activities,

Registration Activities or Enforcement Activities, except if and to the extent expressly requested or approved in advance in writing by

Licensor to Licensee. To the extent that any trademark license agreements or registered user agreements indicating the right of Licensee

or any Sublicensee to use the Brand Trademarks in the Territory, or any confirmation or documentation related thereto, are required to

be registered or recorded with any Governmental Authority, Licensee shall promptly file such documentation as provided or approved by

Licensor and be responsible for the associated costs.

4.3.2.           Licensee

shall provide Licensor written notice, as set out in the Brand Standards, of any Brand Trademarks constituting Future Core IP (including

changes in color or font or the translation of any of the Brand Trademarks into the local language). Licensee expressly agrees that it

shall not use, and shall not permit the Sublicensees to use, any Brand Trademark within the category of Future Core IP (including any

such Brand Trademark that includes a Brand Name) until it is approved by Licensor according to the procedures set out in the Brand Standards.

Licensee further agrees that it shall not, and shall cause its Affiliates and Sublicensees not to, modify any Brand Trademark that includes

a Brand Name until such modification is approved by Licensor according to the procedures set out in the Brand Standards. Without limitation

of the foregoing, Licensee further expressly acknowledges and agrees that Licensor shall have sole discretion whether or not to approve

any newly created or modified Brand Trademark that includes a Brand Name.

4.4           Copyrights

and Patents. Licensee acknowledges and agrees that, as between Licensee and its Affiliates and the Sublicensees, on the one hand,

and Licensor and its Affiliates, on the other hand, Licensor and its Affiliates own all patents, patent applications, copyrights and other

intellectual property and industrial property rights in and to all materials including or evidencing any Brand System IP. Licensee

shall use, and shall cause the Sublicensees to use, proper copyright, patent, and other proprietary notices in accordance with Applicable

Laws in the Territory in connection with all such materials. The provisions in Section 4.3.1 regarding Enforcement Activities shall

apply to all such Brand System IP materials, including the copyrights, patent rights, and other intellectual property and industrial property

rights contained therein. To the extent it is customary and advisable, to register the copyrights and/or patent rights contained in the

Brand System IP materials, Licensee shall have the right, at its expense and upon advance written notice to Licensor or its designee,

to conduct Registration Activities for such copyrights and patents, acknowledging its agreement that such Registration Activities shall

reflect, and shall not alter, the ownership rights set forth herein.

4.5           Protection.

Without limiting Section 4.3.1, Licensee shall (and shall cause its Affiliates and the Sublicensees to) assist Licensor in the protection

and defense of the Brand Trademarks and other Brand System IP, including preventing the use of the Brand Trademarks or other Brand System

IP by any unauthorized persons, that in the sole judgment of Licensor may be necessary or desirable under any Applicable Law. Licensee

shall promptly notify Licensor of any use or infringement of the Brand Trademarks or other Brand System IP of which Licensee or any of

its Affiliates or the Sublicensees become aware or any challenge or claim arising out of the use of any Brand Trademark or other Brand

System IP by Licensee or the Sublicensees. Except to the extent Licensee will conduct any Enforcement Activities in accordance with Section 4.3.1,

Licensor shall control all Enforcement Activities and any litigation and other proceeding related to any challenge to Licensee’s

or any Sublicensee’s use of the Brand Trademarks or other Brand System IP (specifically including all Enforcement Activities with

respect to any Brand Name), or the use or ownership of any of the Brand Trademarks or other Brand System IP by Licensor or any of its

Affiliates. Except to the extent Licensee controls any Enforcement Activities under Section 4.3.1, Licensor shall have the right

to determine whether and what Enforcement Activities will be instituted, prosecuted or settled, the terms of settlement and whether any

other action will be taken and may prosecute any claims or suits in its own name or join Licensee as a party thereto. Licensee shall

be responsible for the fees and expenses of any Enforcement Activities by Licensee under Section 4.3.1. Licensor shall be responsible

for the fees and expenses with any Enforcement Activities under this Section 4.5, unless the challenge or claim results from misuse

of the Brand Trademarks or other Brand System IP by Licensee or any Sublicensee in violation of this Agreement or any of the Sublicenses,

in which case Licensee shall reimburse Licensor and the Brand Owners for their respective fees and expenses (including legal fees and

expenses). Upon Licensor’s request, Licensee shall, and shall cause all of the Sublicensees to, promptly execute any summary or

shortened agreement reflecting the licenses and rights under this Agreement, any confirmation of such licenses or rights, and any other

document, and provide any other reasonable assistance to implement the provisions of this Agreement or as deemed necessary for compliance

with Applicable Laws in the Territory, and to assist Licensor with any Registration Activities and any Enforcement Activities, all without

compensation and without any right to any portion of amounts collected by Licensor in connection therewith, save and except that, in the

event Licensor collects a monetary award, Licensor shall reimburse Licensee’s costs and expenses incurred in connection with such

assistance, pro rata with Licensor’s costs and expenses, from such award. Licensee and its Affiliates and the Sublicensees

shall not have any rights against Licensor or any of its Affiliates or for damages or other remedy by reason of the failure to prosecute

any alleged infringements or imitations by others of any of the Brand Trademarks or for allegedly unauthorized third party use of any

of the Brand System IP.

4.6           Substitution.

Licensor reserves the right to add to, change or modify the Brand System IP, including the right to substitute different Brand Trademarks

at any time. Upon receipt of written notice from Licensor to add, change, modify or substitute any of the Brand System IP (including the

Brand Trademarks), Licensee shall implement such changes, using its commercially reasonable efforts, and shall cause the Sublicensees

to do the same. Licensee shall also have the same opportunity to discuss such changes or modifications with Licensor, as are set forth

in the final sentence of Section 4.1.2.C.

5.           QUALITY

ASSURANCE AND BRAND STANDARDS

5.1           Quality

and Brand Standards. Licensee acknowledges the importance to the reputation and goodwill of the Brands of maintaining high standards

of quality in connection with the conduct of the Brand Restaurant Businesses and the associated use of Brand System IP. For that reason,

Licensee shall maintain, and shall cause the Sublicensees to maintain: (i) compliance with the Brand Standards, and (ii) a standard

of quality that is at least as high as the standard of quality maintained in the Brand Restaurant Businesses up to and upon the Effective

Date in the Territory with regard to the goods and services offered and sold under the Brand Trademarks, and in connection with the use

of other Brand System IP in the Brand Restaurant Businesses. Licensee acknowledges that it is aware of this standard of quality and has

experience with maintaining this standard of quality for the Brand Restaurant Businesses prior to, and up to, the Effective Date.

5.2           Monitoring

Compliance with Brand Standards. From time to time (as further specified in the Brand Standards), Licensor shall have the right, directly

or through its designated representatives, to visit, audit and review the Restaurants and the Brand Restaurant Businesses, including with

reasonable advance written notice, market offices, shared services centers and logistics centers, as operated by Licensee and the Sublicensees,

for compliance with this Agreement and the Brand Standards, including Brand Standards related to IP compliance, books and records, food

safety processes and procedures and standards and governance protocols. To facilitate any such visit, audit or review, Licensee shall,

and shall cause the Sublicensees to:

5.2.1.           Allow

Licensor or its representatives, with reasonable advance written notice, to sample representative products and services of the Brand Restaurant

Businesses in which the Brand Trademarks and other applicable Brand System IP are utilized;

5.2.2.           Permit

Licensor or its representatives, with reasonable advance written notice, to visit, audit or review, in addition to Restaurants, any training

center, test kitchen, and other facilities of the Brand Restaurant Businesses for purposes of compliance with such of the Brand Standards

as may apply thereto;

5.2.3.           Obtain

permissions, consistent with Licensee’s own rights, for Licensor or its representatives to conduct quality control audits or reviews

of all vendors and suppliers material to the supply chain supporting the Brand Restaurant Businesses; and

5.2.4.           Provide

representative samples of the advertising and marketing materials using Brand Trademarks and any of the other Brand System IP in connection

with the promotion of the Brand Restaurant Businesses in the prior twenty-four (24) months.

Upon written notice from Licensor, Licensee shall

promptly remediate any non-compliance with the Brand Standards, and shall cause the Sublicensees to do the same. Licensee further agrees,

in addition to the procedures set out in the Brand Standards, that: (a) if an audit (including a visit or review) results in Licensor’s

discovery of substantial non-compliance with any of the Brand Standards, Licensor may, without limitation of any other remedy available

to it, conduct a re-audit (including a visit or review) within a reasonable time following the initial audit in order to determine whether

the deficiencies have been corrected, and Licensee shall reimburse Licensor for all reasonable costs incurred by Licensor in connection

with any such re-audit.

5.3           Adaptation

of Brand Standards. The Parties recognize and acknowledge the need to periodically update the Brand Standards to maintain the quality

and contemporary look and feel of Brand Restaurant Businesses. Accordingly, Licensor shall review annually the Brand Standards, taking

into account its inspections and the monitoring reports, as described in this Agreement. Following consultation with Licensee, Licensor

may publish and implement modifications to the Brand Standards, all of which shall take into account Licensor’s use of the Brand

System IP and associated Brand Standards in Brand Restaurant Businesses in regions other than the Territory, including the related costs,

resources and standards in the industry. Following consultation with Licensee, Licensor may also prescribe an implementation schedule

for any newly adopted and published Brand Standards, taking into account costs, resources, standards in the industry and conformity with

Licensor’s use of the Brand System IP in Brand Restaurant Businesses in regions other than the Territory. Licensee may also give

Licensor written notice of any proposed change to the Brand Standards that Licensee wishes Licensor to consider in order to adapt the

Brand Standards to market conditions in the Territory. Licensor agrees to give good faith consideration to any such request, but Licensor

shall have sole discretion whether to approve or disapprove (or approve with modifications) the proposed change. Licensee shall not implement

any proposed change to the Brand Standards, and shall cause the Sublicensees not to implement any such change, unless and until Licensor

has expressly approved the proposed change in writing. Unless otherwise agreed in writing by the Parties, Licensee and the Sublicensees

shall bear the cost of compliance with existing Brand Standards and implementation of and compliance with any updated Brand Standards,

which may include from time-to-time Brand Standards governing Restaurant assets, including requirements with respect to structural modifications

and/or replacement of Restaurant furnishings, fixtures, and equipment.

5.4           Annual

Strategic Consultation. Annually, unless otherwise re-scheduled by agreement of the Parties, between September 1 and October 31,

representatives of Licensor and Licensee, together with senior management personnel of Yum and SpinCo, shall meet in person to review

the Brand Restaurant Businesses (but not other businesses owned or operated by Licensee or its Affiliates unrelated to Licensor and its

Affiliates), including: (i) Licensee’s Annual Strategic Plan for the upcoming calendar year, (ii) any mutually beneficial

opportunities to cross license some or all of each Party’s intellectual property not otherwise licensed under this Agreement, and

(iii) any other subject that the Parties agree is relevant to their continuing relationship (“Annual Strategic Consultation”).

Within the preceding parameters, Licensor and Licensee will mutually agree when each Annual Strategic Consultation will be held. Unless

otherwise agreed by the Parties, the location of the Annual Strategic Consultations will be at Licensee’s headquarters in the Territory.

Each Party will be responsible for any travel and living expenses incurred by its personnel attending such meetings. A reasonable period

of time (not less than thirty (30) calendar days) prior to each Annual Strategic Consultation, Licensee shall provide a draft of Licensee’s

Annual Strategic Plan for the upcoming year to Licensor so that the representatives of Licensor may adequately prepare for the meeting.

Licensor agrees that all such Annual Strategic Plans are a part of Licensee’s Confidential Information and shall be treated as such

in accordance with the terms of this Agreement.

6.           SUBLICENSES

6.1           Assignment

or Restatement of Existing Sublicenses. Prior to the Effective Date, YumChina caused a number of license agreements to be granted

to Sublicensees, whether in the form of trademark license agreements, franchise agreements and other similar documents, providing the

Sublicensees with the rights to operate Restaurants (or one Restaurant) in the Territory utilizing the Brand System IP (the “Existing

Sublicenses”). Licensor was a party to some or all of the Existing Sublicenses. Licensee represents and warrants that prior

to the Effective Date, (a) Licensee entered into restated sublicenses, which sublicenses comply with the requirements for Future

Sublicenses set forth in Section 6.2 and which became effective on the Effective Date (“Restated Sublicenses”),

with each of its Affiliates that is a party to an Existing Sublicense for periods prior to the Effective Date (it being understood that

references to Existing Sublicenses herein include references to Restated Sublicenses unless the context otherwise requires), and (b) Licensee

used its best efforts to enter into a Restated Sublicense with each third party that is a party to an Existing Sublicense for periods

prior to the Effective Date. For all Existing Sublicenses that were in effect as of the Effective Date and not represented by a Restated

Sublicense (a “Non-Restated Sublicense”), Licensor assigned to Licensee all of Licensor’s rights (other than

as to amounts owing to Licensor for periods prior to the Effective Date), and Licensee assumed all of Licensor’s obligations, under

the Non-Restated Sublicenses (it being understood that references to Existing Sublicenses herein include references to Non-Restated Sublicenses

unless the context otherwise requires). The Parties cooperated (and Licensee caused its Affiliates and, to the extent commercially reasonable,

all third party Sublicensees to cooperate) in providing any required notice and in executing any documents and taking any other actions

that were necessary or appropriate in connection with such assignments and assumptions.

6.1.1.           All

Existing Sublicenses shall be subject to this Agreement and Licensee shall perform the duties and obligations set forth in this Agreement

with respect to the Existing Sublicenses. Following the Effective Date, Licensee used and shall continue to use its best efforts to enter

into a Restated Sublicense with each third party that is a party to a Non-Restated Sublicense.

6.1.2.           All

royalty fees and other amounts payable to Licensor under the Existing Sublicenses which accrue from and after the Effective Date (the

“Assigned Payments”) shall be the property of Licensee. Any Assigned Payments which come into Licensor’s possession

shall be delivered promptly to Licensee, and Licensor agrees to forward to Licensee all original documentation supplied by any Sublicensees

under the Existing Sublicenses relating to any taxes withheld by them from the Assigned Payments.

6.1.3.           From

and after the Effective Date, Licensee shall have the responsibility in the Territory for managing, administering, protecting and enforcing,

in accordance with this Agreement, all Sublicenses.

For purposes of this Section 6.1, the term “Licensor”

includes Licensor’s predecessor-in-interest, as applicable.

6.2           Grant

of Future Sublicenses. Licensee shall be entitled to grant additional Sublicenses for the operation of Restaurants in the Territory

during the Term from and after the Effective Date (“Future Sublicenses”); provided, that (i) any Future Sublicense

must be evidenced by a written license agreement, franchise agreement or development agreement, the form of which must be approved by

Licensor as provided in the last three (3) sentences of this Section 6.2; (ii) no Future Sublicense may reduce or otherwise

affect Licensee’s obligations under this Agreement; and (iii) each Future Sublicense shall: (a) include representations

and agreements to the effect that neither the Sublicensee nor any of its owners are, or will be, associated with a Competing Business

during the term of the Sublicense and for a reasonable period of time following the expiration, termination or transfer of the Sublicense

or any interest therein; that neither the Sublicensee nor any of its owners are, or will be, in violation of Section 7.1 of this

Agreement (applied mutatis mutandis to the Sublicense); and that the Sublicensee and its owners will adhere to confidentiality provisions

consistent with those in Section 9 of this Agreement; (b) include the obligation to pay the Advertising Assessment; (c) name

Licensor a third party beneficiary of the Sublicense with an independent right (but without any obligation) to enforce the Sublicense

in the event Licensee fails to do so; (d) grant Licensor an option (but without any obligation) to acquire and assume (directly or

through a designee) Licensee’s rights and obligations under the Sublicense upon the expiration or termination of this Agreement

or any related interest herein (including any related Brand license granted hereunder); (e) be assignable by Licensee without the

Sublicensee’s consent; (f) contain provisions requiring that the Sublicensee and the Restaurants adhere to the Brand Standards;

(g) include an immediate right of termination by Licensee upon a Sublicensee Change of Control or prohibited Transfer or a violation

of any of the representations and agreements described in Section 6.2(iii)(a); and (h) include provisions regarding Licensor’s

ownership of IP consistent with the provisions of this Agreement. Licensee shall submit to Licensor in advance of its use each form of

Future Sublicense (together with a complete and accurate English translation thereof) and Licensor shall have the right to approve, in

advance, each such form of Future Sublicense (such approval not to be unreasonably withheld, conditioned or delayed). Licensee shall not

enter into any Future Sublicense that differs in any material respect from such pre-approved form of Future Sublicense. Licensee acknowledges

and agrees that no such approval by Licensor shall constitute an assurance, representation or warranty of any kind, express or implied,

that such agreements comply with Applicable Laws.

6.3           Licensee’s

Obligations with Respect to the Sublicenses. Licensee shall:

6.3.1.           Recruit,

screen and evaluate prospective Sublicensees for compliance with the minimum qualifications for Sublicensees operating under the Brands,

as authorized from time to time by Licensor. At Licensor’s request, Licensee shall prepare and submit to Licensor, in the form and

at the times required by Licensor, a written report regarding each prospective Sublicensee deemed to be qualified by Licensee and shall

retain, and upon Licensor’s written demand produce for Licensor’s inspection, a copy of each Sublicense and all related documents.

6.3.2.           Fulfill

its obligations under each Sublicense and cause each Sublicensee to operate its Restaurants in compliance with the Sublicense, this Agreement,

the Brand Standards and Applicable Laws.

6.3.3.           Monitor

and enforce prompt and strict compliance by the Sublicensees with all duties and obligations under the Sublicenses. Such enforcement includes

(i) delivering prompt written notice of default to any Sublicensee that is in material breach of its Sublicense; (ii) taking

all commercially reasonable steps to ensure that the Sublicensee remedies the breach within the applicable cure period (if any); (iii) taking

all action necessary to terminate the Sublicense of any Sublicensee that does not remedy the breach; and (iv) initiating and prosecuting

(at Licensee’s expense) any legal proceedings necessary to achieve full compliance. Licensee’s failure to perform in a diligent

or timely manner any material obligation owed to its Sublicensees or to take such action as may, in the reasonable judgment of Licensor,

be necessary to ensure material compliance with the Sublicenses will constitute a material breach of this Agreement.

6.3.4.           In

addition to the reporting requirements set forth in the Brand Standards, within fifteen (15) Business Days from the end of each quarter,

Licensee shall notify Licensor, in writing, of: (i) the execution of each Sublicense; (ii) the opening of each Restaurant under

a Sublicense; and (iii) any Sublicensee or Restaurant that ceases to do business for any reason. Licensee also shall promptly provide

Licensor such additional information as Licensor may request regarding the Sublicensees, Sublicenses and Restaurants to enable Licensor

to reasonably determine that Restaurant operations are being conducted in accordance with the Sublicense, this Agreement, Brand Standards

and Applicable Laws. The Parties agree to cooperate in good faith to establish the formats for pro forma documents that set forth the

information that will be shared for the purpose of reporting and other disclosures between the Parties.

6.3.5.           Without

limitation of Licensee’s obligations under Section 7, comply with all Applicable Laws relating to the sublicensing of the Brand

Trademarks and other Brand System IP, promoting or soliciting the sale of Sublicenses, offering and selling Sublicenses, and terminating

or failing to renew any of the Sublicenses; prepare and timely file (if required) any and all documents required to comply with Applicable

Laws; and timely obtain at its own cost any and all approvals and/or registrations necessary for the full and proper conduct of the Brand

Restaurant Businesses. At Licensor’s request, Licensee shall provide to Licensor, at Licensee’s expense, copies of all governmental

approvals, registrations, or filings required by Applicable Laws (“Governmental Approvals”) and/or other approvals

and registrations obtained pursuant to this Section 6.3.5.

6.4           Release

and Covenant Not to Sue. Licensee, for itself and on behalf of all other Licensee Releasing Parties, hereby irrevocably and unconditionally

releases, acquits and forever discharges the Licensor Released Parties, from all actions, causes of action, suits, debts, liens, obligations,

promises, liabilities, claims, rights, demands, damages, controversies, losses, costs, and expenses (including attorneys’ fees and

costs actually incurred), known or unknown, suspected or unsuspected, fixed or contingent, which they now have, own, hold, claim to have,

claim to own, or claim to hold, or at any time heretofore had, owned, held, claimed to have, claimed to own, or claimed to hold against

each or any of the Licensor Released Parties arising out of or related to the Sublicenses or the performance thereof or conduct thereunder

prior to the Effective Date, and Licensee’s obligations to administer the Sublicenses under this Agreement.

7.           LEGAL

COMPLIANCE

7.1           Compliance

with Applicable Laws. Licensee shall comply with all Applicable Laws in connection with the performance of its obligations under this

Agreement, including the operation of the Brand Restaurant Businesses. For purposes of this Agreement, the term “Applicable Laws”

shall mean all applicable common law and all applicable statutes, laws, rules, regulations, ordinances, guidelines, standards, policies

and procedures established by any Governmental Authority, including those governing the development, construction, operation and/or promotion

of the Restaurants and the safety of the food and other products offered and sold at and from the Restaurants, as in effect on the Effective

Date and as may be enacted, modified or amended from time to time thereafter. Licensee shall also require its Sublicensees, through provisions

in the Sublicenses and regular monitoring activities, to comply with all Applicable Laws in the development and operation of the Restaurants

and accompanying use of the Brand System IP. Without limitation of the foregoing, Licensee shall, and shall cause its Affiliates to:

7.1.1.           Comply

with all Applicable Laws and any multilateral international conventions against corrupt business practices or money laundering or relating

to anti-bribery and anti-corruption, as they may be amended from time to time, including the Foreign Corrupt Practices Act (15 U.S.C.

§78dd-2) and any successor statute; and, without limiting the generality of the foregoing, not offer, promise or pay any money, gift

or any other thing of value to any person for the purpose of influencing official actions or decisions affecting this Agreement, any Sublicense,

any Restaurant, or any of the Brand Restaurant Businesses, while knowing or having reason to know that any portion of this money, gift

or thing will, directly or indirectly, be given, offered or promised to: (a) an employee, officer or other person acting in an official

capacity for any government or its instrumentality; or (b) any political party, party official or candidate for political office.

7.1.2.           Comply

with, and assist Licensor and Licensor’s Affiliates in their efforts to comply with, all Anti-Terrorism Laws. Licensee certifies,

represents, warrants and agrees that: (a) neither Licensee nor any of its Affiliates nor anyone associated with them is included

in any of the Lists; (b) Licensee shall not hire or permit any of its Affiliates to hire (or, if already employed, retain) any individual

included in any of the Lists; (c) Licensee has no knowledge or information that it, any of its Affiliates, any of their respective

management personnel, or anyone associated with any of them has engaged, are engaged or intends to engage in terrorist activities; and

(d) neither the property nor interests of Licensee or any of its Affiliates are subject to being “blocked” under any

of the Anti-Terrorism Laws.

7.1.3.           Execute

from time to time, as requested by Licensor, all documentation reasonably required by Licensor to evidence compliance with this Section 7.1.

7.2           Notice

Requirements. Licensee shall notify Licensor in writing of any breach of Section 7.1 promptly upon learning of any such breach.

In addition, Licensee shall immediately notify Licensor in writing following knowledge of the commencement of any action, suit or proceeding

or of the issuance of any order, writ, injunction, award or decree of any court or other Governmental Authority, which may, or does, materially

and adversely affect the operation or financial condition of any of the Brand Restaurant Businesses or any of the Restaurants.

8.           RECORDKEEPING

AND REPORTING

8.1           Books

and Records. Licensee shall maintain, in a form suitable for prompt audit or review by Licensor, complete and accurate books of account

and records regarding the operation of the Brand Restaurant Businesses and shall cause all of the Sublicensees to do the same with respect

to all Restaurants operated by them. Such books and records shall conform to the requirements, and shall be maintained for the period,

set forth in the Brand Standards.

8.2           Reports.

In addition to any other reports required under this Agreement, Licensee shall submit to Licensor or its representatives, at Licensee’s

expense, all reports (including reports of Gross Revenue and information reasonably deemed necessary by Licensor to determine the success

of the Brand Restaurant Businesses or Licensee’s marketing efforts, such as total Restaurant development or customer or transaction

counts for the Restaurants) and financial information required by the Brand Standards, at the time and in the form and manner set forth

in the Brand Standards. Notwithstanding anything to the contrary herein, (a) Licensee acknowledges that Yum’s securities are

publicly owned and, accordingly, that Licensor and Yum may disclose the information included in any report or information (or otherwise

obtained by Licensor in connection herewith) required by Applicable Law or the rules of any applicable stock exchange and (b) Licensee

agrees that Licensor may use any such information for any valid business purpose, subject to the provisions of Article 9 and the

foregoing clause (a).

8.3           Audits.

Upon reasonable notice and during normal business hours, Licensor or its representatives may conduct an audit or review (and may make

copies) of the books and records of the Brand Restaurant Businesses and of any Restaurant. Licensee shall cooperate, and shall require

the Sublicensees to cooperate, fully with Licensor in any such audit or review, including reasonable sharing of translation costs. If

an audit or review reveals that Licensee has understated Gross Revenue, then Licensee shall pay Licensor any amount due on the understated

Gross Revenue, plus interest at the rate set forth in Section 3.4.1 on any overdue amount from the date payment was due until paid

in full. In addition, if an audit or review reveals that Gross Revenue was understated by two percent (2%) or more, then Licensee shall

reimburse Licensor for all costs and expenses incurred by Licensor in connection with the audit or review, including a reasonable allocation

for any use of Licensor’s internal audit resources. Licensor’s receipt and acceptance of any financial statement or report

furnished and/or any royalties paid by Licensee shall not preclude Licensor from questioning the correctness thereof at any time. The

remedies in this Section 8.3 shall be in addition to any other remedies available to Licensor under this Agreement or Applicable

Laws.

9.           CONFIDENTIALITY

9.1           Restrictions

on Use of Confidential Information. Each Party acknowledges that the unauthorized use, publication or disclosure of the other Party’s

Confidential Information may cause incalculable and irreparable injury to the other Party. Accordingly, each Party agrees to use all commercially

reasonable efforts to keep the other Party’s Confidential Information confidential and (except as authorized by this Agreement)

not to, directly or indirectly, at any time during or after the Term publish, disclose, use or permit the use of (other than as contemplated

in this Agreement) the other Party’s Confidential Information, in whole or in part, or otherwise make the other Party’s Confidential

Information available to any unauthorized person without the other Party’s prior written consent, which may be granted or withheld

by such other Party in its sole and absolute discretion. Disclosure of Confidential Information in response to a valid order by a court

or Governmental Authority which seeks to compel the production of Confidential Information, or as otherwise required by Applicable Law

or the rules of any internationally recognized stock exchange on which the securities of Yum or SpinCo are traded, shall not be a

breach of this Agreement or a waiver of confidentiality for other purposes; provided, that the Party required to make any such disclosure

shall provide prompt written notice to the other Party to enable the other Party to seek a protective order or otherwise prevent such

disclosure.

9.1.1.           Each

Party shall grant its employees and representatives access to the other Party’s Confidential Information only to the extent such

employees and representatives need-to-know the Confidential Information in order to discharge the Party’s obligations or exercise

the Party’s rights under this Agreement, and shall, to the extent permitted by Applicable Law, prohibit its employees and representatives

from communicating, divulging, or using the other Party’s Confidential Information, except as may be required by Applicable Law

or authorized by this Agreement.

9.1.2.           If

a Party has any reason to believe that a violation of its confidentiality obligations set forth herein has occurred, that Party shall

promptly notify the other Party and shall cooperate, at its expense, with the other Party in any action or proceeding deemed necessary

or reasonably advisable by the other Party to protect itself against infringement or other unlawful use, including the prosecution of

any lawsuit.

10.           NON-COMPETITION

10.1           In-Term

Exclusive Relationship. Licensee acknowledges that Licensor has entered into this Agreement in consideration of and in reliance upon

Licensee’s agreement, subject to the limitations set forth in this Section 10.1, to deal exclusively with Licensor during the

Term in connection with the offer and sale of the categories of food products represented by the Brands. Licensee therefore agrees that,

without Licensor’s prior written consent, during the Term Licensee shall not, and shall cause its Affiliates not to, directly or

indirectly, Engage in any Competing Business located or operating anywhere within (i) the Territory, or (ii) any other country,

province, state or other geographic area in which Licensor or any of its Affiliates (a) have used or registered any of the Brand

Trademarks (or similar trademarks) or (b) operate or license others to operate under the Brand Trademarks (or similar trademarks).

10.2           Post-Term

Restriction on Competition. In order to protect the goodwill and other business interests of Licensor and its Affiliates, Licensee

also agrees that for a period of twelve (12) months following the expiration, termination or transfer by Licensee of this Agreement, and

for a period of twelve (12) months following the expiration, termination or transfer by Licensee of any interest herein (including any

Brand license granted hereunder), Licensee shall not, and shall cause its Affiliates not to, directly or indirectly, Engage in any Competing

Business located or operating anywhere within (i) the Territory, or (ii) within a ten (10) mile radius of any Restaurant

operating under any Brand (in the case of expiration, termination or transfer of this Agreement) or the applicable Brand (in the case

of expiration, termination or transfer of an interest herein) in existence at the time of such expiration, termination, or transfer.

10.3           Ancillary

Agreements. Licensee further agrees that:

10.3.1.           The

covenants in Sections 10.1 and 10.2 contain reasonable limitations as to time, geographical area, and scope of activity to be restrained

and do not impose a greater restraint than is necessary to protect the goodwill or other business interests of Licensor and its Affiliates.

10.3.2.           The

covenants in Sections 10.1 and 10.2 will be construed as independent of any other covenant or provision of this Agreement and the existence

of any claims Licensee may have against Licensor or any of its Affiliates, whether or not arising from this Agreement, will not constitute

a defense to the enforcement by Licensor of such covenants.

10.3.3.           If

all or any portion of a covenant in Section 10.1 or Section 10.2 is held unreasonable or unenforceable by a court, arbitrator

or agency having valid jurisdiction in an unappealed final decision to which Licensor is a party, (a) Licensee and Licensee’s

Affiliates shall be bound by any lesser covenant (including any lesser time period) subsumed within the terms of such covenant that imposes

the maximum duty permitted by Applicable Laws, as if the resulting covenant were separately stated in and made a part of this Agreement,

and (b) such decision shall not affect the application of the covenants in any jurisdiction to which such decision does not expressly

apply. In addition, Licensor has the right, in Licensor’s sole discretion, to reduce the scope of any obligation set forth in Section 10.1

or Section 10.2 without Licensee’s consent, effective immediately upon notice to Licensee and Licensee shall comply, and shall

cause Licensee’s Affiliates to comply, with any obligations as so modified.

11.           INDEMNIFICATION

AND INSURANCE

11.1          Indemnity.

Licensee shall indemnify, defend, and hold harmless Licensor, its Affiliates (including the Brand Owners), their respective officers,

directors, owners, employees, agents, successors, and assigns, and each of them, in their corporate and individual capacities (collectively,

the “Indemnitees”) from any and all losses, expenses, liabilities and damages any of them may suffer or incur, including

reasonable attorneys’ fees, as a result of any third party claims, demands, costs, awards or judgments of any kind or nature, and

subject to any cause or any concurrent or contributing fault or negligence of any Indemnitee, arising out of or otherwise connected with:

(i)            any

of the Sublicenses;

(ii)           the

ownership, development, construction, maintenance, operation or promotion of Restaurants or the Brand Restaurant Businesses in the Territory;

(iii)          any

act of omission or commission by YumChina, Licensee, any of Licensee’s Affiliates, any of the Sublicensees, or any of their respective

officers, directors, employees, or agents before and after the Effective Date, including any act of omission or commission in connection

with the ownership, maintenance, administration, protection and enforcement of the Brand System IP or intellectual property of any kind

developed by Licensee or any of its Affiliates or any of the Sublicensees in the Territory on behalf of Licensee, Licensor or any of their

respective Affiliates (and, for the avoidance of doubt, such act of omission or commission shall include any act of omission or commission

relating to Licensee’s obligation to promptly cause its Affiliates and the Sublicensees and, to the extent commercially reasonable,

its contractors and other third parties, to do all acts and execute and deliver to Licensor any and all such documentation required in

order to evidence, secure or perfect the vesting in Licensor of all rights, title and interest in and to the Brand System IP or Future

Core IP pursuant to Sections 4.1 and 4.1.3);

(iv)          any

demands or claims by third parties with respect to the use, licensing or sublicensing of the Brand System IP in the Territory, whether

such demands or claims relate to the use, licensing or sublicensing of such Brand System IP before or after the Effective Date, excluding

demands or claims arising out of or connected with Licensor’s acts or omissions pursuant to Sections 4.3.1 and 4.5 with respect

to Brand Trademarks that include a Brand Name; and

(v)           any

breach of any representation or warranty by Licensee under this Agreement.

Licensee’s obligation to indemnify and the

right of the Indemnitees to indemnification under this Section 11.1 shall survive the assignment, transfer, termination or expiration

of this Agreement or any interest herein.

11.1.1.           Licensee

shall promptly undertake the defense of any legal action related to any of the matters described in Section 11.1, and shall retain,

and notify Licensor not less than forty-eight (48) hours prior to retaining, reputable, competent and experienced counsel to represent

the interests of any Indemnitee. Licensor shall have the right to approve any counsel engaged to represent the interests of any Indemnitee

but shall not unreasonably withhold, condition or delay that approval. If Licensee or any of its Affiliates and the Indemnitees (or any

one of them) are named as co-defendants, and there is a conflict of interest between them such that they cannot be represented by common

counsel, then the Indemnitees may retain separate counsel at Licensee’s expense and Licensee shall promptly reimburse the Indemnitees

for all reasonable costs and attorneys’ fees incurred upon request and as they are incurred. The Indemnitees also shall have the

right to obtain separate counsel at their own expense, and shall have the right to participate in the defense of the action and any discussions

regarding compromise or settlement. No Indemnitee shall be required to seek recovery from any litigant or any other third party to recover

its indemnified losses, expenses and other amounts.

11.1.2.           Licensee

shall not settle or compromise any legal action in which Licensor or any other Indemnitee is a defendant without the prior written consent

of Licensor, which consent Licensor may grant or withhold in its sole discretion.

11.2           Insurance.

In addition to the obligations set forth in Section 11.1, at all times during the Term, Licensee shall keep in effect the minimum

types and amounts of insurance required by the Brand Standards, all of which shall satisfy the requirements set forth in the Brand Standards.

Licensee shall provide Licensor evidence of such coverage at the times and in the manner set forth in the Brand Standards. Licensee acknowledges

that the insurance coverage required by the Brand Standards does not necessarily represent all possible insurable risks or amounts of

loss that may arise out of Licensee’s operation of the Brand Restaurant Businesses, and it is Licensee’s responsibility to

obtain any other or additional insurance in connection with the operation of the Brand Restaurant Businesses as Licensee determines to

be appropriate.

12.           ASSIGNMENT

12.1           By

Licensor. Licensor and any of its Affiliates may Transfer to any person or entity, without Licensee’s consent: (i) this

Agreement, (ii) all or any part of Licensor’s rights or obligations under this Agreement (including any Brand license granted

hereunder), and (iii) with respect to any or all of the Brands, their rights in and to the assets of the Brand(s), including any

Brand System IP and/or Brand Business IP; provided, that in all cases Licensee’s rights and obligations as set forth in this Agreement

shall remain in full force and effect following any such Transfer and, as necessary, will be evidenced by a separate agreement on the

same terms and conditions as are in this Agreement. Without limiting the foregoing, Licensor and any of its Affiliates may offer their

securities privately or publicly; may merge with and acquire, or be acquired by, other persons or entities; and may undertake refinancings,

recapitalizations, leveraged buyouts or other economic or financial restructurings. The transferee or assignee shall be solely responsible

for the obligations of Licensor arising after the effective date of any such Transfer and Licensor shall be released from any obligations

under this Agreement related to the subject of the Transfer that accrue after such date. Licensee agrees promptly to execute any documents

reasonably required in connection with any such Transfer. Licensor shall provide advance written notice to Licensee of any such Transfer,

as and when such notice is permitted under any applicable legal and contractual restrictions by which Licensor may be bound and, to the

extent reasonably possible and permitted by Applicable Laws and any binding commitments imposed by the proposed acquirer, will consult

with Licensee in advance regarding any proposed Transfer of any of the Brands if the acquirer is a Competing Business as to the Brand

which is the subject of the Transfer.

12.2           By

Licensee. Except for Licensee’s right to sublicense the use of the Brand System IP to Sublicensees in accordance with this Agreement,

Licensee shall not Transfer any interest in, or rights or obligations under, this Agreement or any Sublicense without Licensor’s

prior written consent, nor shall Licensee Transfer to any Competitor any Future Brand Business IP used solely in the development or operation

of the Restaurants. Licensor may impose any reasonable condition to the granting of its consent to such a Transfer, and in no event shall

Licensor be required to consent to such a Transfer if such conditions are not met. Licensee shall notify Licensor in writing prior to

any proposed Transfer of any interest in, or rights or obligations under, this Agreement or any Sublicense and shall provide such information

related thereto as Licensor may require. Any such purported Transfer occurring by operation of law or otherwise without Licensor’s

prior written consent shall constitute a material breach of this Agreement. Any consent by Licensor to such a Transfer shall be without

prejudice to Licensor’s rights against Licensee, or to any right or remedy to which Licensor is entitled by reason of any breach

or default that occurred before the Transfer. Without limiting the foregoing, it is expressly agreed that Licensor’s consent to

such a Transfer shall not waive (i) any payment or other obligation owed by Licensee to Licensor under this Agreement before the

Transfer; or (ii) Licensee’s duty of indemnification and defense as set forth in Section 11.1, whether before or after

such Transfer; or (iii) Licensee’s obligation to obtain Licensor’s consent to any subsequent Transfer.

13.           TERM

AND RENEWAL

13.1           Initial

Term. This Agreement and each Brand license granted hereunder will become effective on the Effective Date, and, unless sooner terminated

as provided in this Agreement, will expire on the fiftieth (50th) anniversary of the Effective Date (the “Initial

Term”).

13.2           Renewal.

Following the expiration of the Initial Term and each subsequent Renewal Term and provided that Licensee is then in Good Standing, this

Agreement and each Brand license granted hereunder shall automatically be renewed for additional consecutive successive renewal terms

of fifty (50) years each (each, a “Renewal Term”), unless Licensee gives written notice of its intent not to renew

not less than thirty-six (36) months or more than sixty (60) months before the end of the then-current Term.

14.           BREACH

14.1           Breach

of Agreement. A material breach shall be, as determined by Licensor, in its sole discretion, any failure by Licensee to comply with

any term or condition in this Agreement where, due to such failure, there is an actual, likely or imminent and material harm to any of

the Brands, the Brand System IP or the financial or other material benefits or rights of Licensor hereunder. For purposes of clarity,

a material breach shall include, though shall not be limited to, any of the events listed in Sections 14.1.1 through 14.1.6. Upon the

occurrence of a material breach by Licensee under this Agreement, Licensor may issue to Licensee a written notice of breach identifying

the then-known circumstances giving rise to the breach. To the extent that Licensor determines in its sole discretion that the applicable

breach is curable (i.e., capable of correction within the time periods set forth in this Agreement or the relevant notice of breach),

then Licensor shall provide Licensee an opportunity to cure. Breaches referred to in Sections 14.1.1 through 14.1.4 are non-curable. Breaches

referred to in Section 14.1.5 may be curable or non-curable as determined by Licensor depending on the circumstances. The following

events shall be deemed a material breach:

14.1.1.           Dissolution

or Liquidation. If either Licensee or SpinCo is dissolved or liquidated.

14.1.2.           Insolvency

and Bankruptcy. To the extent permitted by Applicable Law, if either Licensee or SpinCo becomes insolvent, generally does not pay

its debts as they become due, or files a voluntary petition (or consents to an involuntary petition or an involuntary petition is filed

and is not dismissed within sixty (60) days) under any bankruptcy, insolvency, or similar law, and Licensee cannot prove that such bankruptcy

or insolvency has no material adverse effect on Licensee’s operation of the Brand Restaurant Businesses or Licensor or any of Licensor’s

Affiliates or any of the Sublicensees.

14.1.3.           Unauthorized

Assignment. If there is a breach of Section 12.2.

14.1.4.           Change

of Control. If Licensee or SpinCo permits or undergoes a Change of Control of Licensee or SpinCo.

14.1.5.           Breaches

That May be Curable or Non-Curable. Licensor may determine in its sole discretion that any breach in Sections 14.1.5.A. though

G. is curable or non-curable.

A.           Criminal

Conviction/Adverse Publicity. If Licensee or any of its Affiliates or any of their respective principal officers is convicted of a

felony or other similar crime or offense or engages in a pattern or practice of acts or conduct that, as a result of the attendant adverse

publicity, is likely to have or has had a material adverse effect on the Restaurants, any of the Brand Restaurant Businesses, any of the

Brand System IP, including any of the Brand Trademarks, or the reputation of any of the Brands, Licensor or any of the Brand Owners;

B.           Unauthorized

Disclosure of Confidential Information; Violation of Non-Compete. If Licensee or any of its Affiliates, or any officer, director,

employee, or agent of Licensee or any of its Affiliates, discloses, or causes or fails to exercise commercially reasonable efforts to

prevent the disclosure of, or otherwise uses in an unauthorized manner, any Confidential Information in breach of this Agreement, or if

Licensee or any Affiliate of Licensee breaches any covenant against competition set forth in Section 10.1;

C.           Failure

to Comply with Brand Standards or Enforce the Sublicenses. Without limiting Licensor’s rights under Section 14.1.5.E.,

if Licensee or any of the Sublicensees fails to comply with any of the Brand Standards or if Licensee fails to enforce any of the Sublicenses

and such failure has, or is reasonably expected to have, a material adverse effect on any of the Brand Restaurant Businesses, any of the

Brand Trademarks or other Brand System IP, or the reputation of the Brands, Licensor or any of the Brand Owners;

D.           Loss

of Rights in Brand System IP. If Licensee, directly or through the Sublicensees, takes any action that causes, or fails to take any

action and such failure causes, or in either case is reasonably likely to cause, in whole or in part, the loss, or imminent loss, of a

Brand Owner’s ownership rights in all or any part of the Brand System IP that is material to the conduct of the Brand Restaurant

Businesses or the operation of the Restaurants (including any Brand Trademark that includes a Brand Name) and which Licensor has not approved

in writing;

E.           Threat

or Danger to Public Health or Safety. If Licensee or any of the Sublicensees fails to adhere to the Brand Standards, Applicable Laws,

or other generally accepted public health and safety standards, and such failure causes, or is reasonably likely to cause, in whole or

in part, a threat or danger, or imminent threat or danger, to public health or safety, then, in addition to Licensor’s rights as

set forth in this Section 14 and without prejudice to the remedies set forth in Section 15, in the event of such breach and

upon written notice from Licensor, which Licensor may give Licensee in its sole discretion, Licensee shall, and shall cause the Sublicensees

to, immediately close any affected Restaurant(s), and shall not reopen, or permit the Sublicensees to reopen, such Restaurant(s) until

the threat or danger is remedied. The Parties agree that operation of the Restaurants and the Brand Restaurant Businesses without endangering

the public health or safety is the sole responsibility of Licensee. Licensor does not assume and shall not have any responsibility or

obligation therefor by reserving or exercising the rights granted to Licensor hereunder;

F.           Failure

to Meet Sales Growth Metric. If, consistent with Section 2.1.3, two (2) consecutive SGM Breaches occur (in which case, the

Parties rights and remedies shall be subject to the terms set forth in Section 2.1.3); and

G.           Failure

to Meet the Taco Bell Brand Development Initiative. If Licensor and Licensee fail to execute and deliver the Taco Bell Plan (as defined

in Exhibit A-1) on or before the last day of the Planning Period or, following execution of the Taco Bell Plan, there is a Taco Bell

Failure Event (as set forth in Exhibit A-1); provided that in each case of the foregoing, Licensor’s remedy shall be limited

to the remedy set forth in Exhibit A-1).

14.1.6.           Financial

Breach.

A.           Failure

to Pay Amounts Owed. If Licensee or any of its Affiliates fails to pay any amounts due under this Agreement to Licensor or any of

its Affiliates in whole or in part and when such payment becomes due and payable (“Payment Default”), then Licensor

may issue a notice of breach to Licensee with respect to such Payment Default. Licensee shall have twenty (20) Business Days following

notice of breach to cure the failure to pay.

B.           Chronic

Late Payment or Underpayment. Without limiting Licensor’s other remedies hereunder for any Payment Default, (a) if Licensee

fails to make any payment when required under this Agreement (including any applicable Grace Period) (“Late Payment”)

(excluding any Late Payment attributable solely to the application of Chinese foreign exchange controls outside Licensee’s control)

on three (3) or more occasions during any twenty-four (24) month period, or (b) if any payment made is less than 90% of the

amount due (“Underpayment”) on more than one occasion during any twenty-four (24) month period and Licensee fails to

comply with Section 14.1.6.C., Licensor may:

(i)           Exercise

any of the remedies set forth in Section 15 in its sole discretion, including terminating this Agreement and all rights granted to

Licensee hereunder immediately upon notice to Licensee, regardless of whether Licensee cured the relevant Late Payments or Underpayment.

Should Licensor elect to terminate this Agreement as a result of a Payment Default, all amounts payable under this Agreement then owed

and outstanding, together with accrued interest thereon, shall automatically become due and payable, without presentment, demand, protest

or other notice of any kind, all of which are hereby waived by Licensee; or

(ii)           Upon

written notice to Licensee, require Licensee to establish and provide to Licensor an irrevocable standby letter of credit in favor of

Licensor and in the form required by Licensor (the “Letter of Credit”) from a financial institution accepted and approved

by Licensor in its sole discretion (“Bank”) in the minimum amount of projected fees due and owing for the upcoming

twenty-four (24) months (the “Secured Amount”). Evidence of the establishment of the Letter of Credit must be

provided to Licensor within ten (10) days following the date of Licensor’s written notice to Licensee of the requirement to

obtain the Letter of Credit. The term of the Letter of Credit shall be for a period of five (5) years, unless Licensor otherwise

agrees in writing to a shorter term, subject to Licensor’s right to require an extension of such term in its reasonable discretion.

Licensor shall be permitted to draw upon the Letter of Credit at any time and from time to time during the Term in the event of a Payment

Default lasting ten (10) Business Days after Licensor issues a demand for payment to Licensee and by Licensor submitting to the Bank

a dated statement signed by a duly authorized representative or officer of Licensor certifying that Licensee is in default of its payment

obligations to Licensor under this Agreement in the amount then-owed as of the date of such statement. In the event the Letter of

Credit is ever drawn upon by Licensor, Licensee shall replenish the amount of such Letter of Credit immediately, so that amount of the

Letter of Credit is at all times no less than the Secured Amount.

C.           Good

Faith Disputes Regarding Amounts Due. If Licensee, in good faith, disputes any amounts due and payable to Licensor or any of its Affiliates

then, on the due date, Licensee shall (i) pay the entire amount owed to Licensor or its Affiliate (without regard to such dispute),

and (ii) submit to Licensor a written statement identifying in reasonable detail the basis for the dispute (“Payment Dispute

Notice”). If it is finally determined in accordance with this Section 14.1.6.C. and Section 17.3. that Licensee is

entitled to all or any portion of the disputed amount, Licensor shall refund such amount within ten (10) Business Days following

such final determination. The Parties shall promptly attempt to resolve the dispute and failing resolution within thirty (30) days following

the earlier of Licensee’s Payment Dispute Notice or Licensor’s notice of breach, either Party may submit the dispute directly

to arbitration pursuant to Section 17.3; provided, that the arbitration shall be limited to a determination of whether the disputed

amount is owed, and the arbitration panel shall consist of one (1) accounting professional designated by Licensor, one (1) accounting

professional designated by Licensee, and one (1) arbitrator experienced in resolving payment disputes that is appointed by CPR. If

the arbitration panel determines that any or all of the disputed amount is owed to Licensor or any of its Affiliates, then Licensee shall

pay the disputed amount determined to be owed, to the extent not previously paid to Licensor (and any past due interest owed thereon)

within ten (10) Business Days following the panel’s determination and Licensor shall retain any such disputed amount previously

paid to it. If the disputed amount previously paid by Licensee to Licensor exceeds the amount determined by the arbitration panel to be

owed to Licensor, such excess shall be repaid by Licensor to Licensee. If the arbitration panel determines that none of the disputed amount

is owed to Licensor or its Affiliates, then Licensee shall not be required to pay the disputed amount and the disputed amount previously

paid by Licensee to Licensor shall be repaid by Licensor to Licensee. If Licensee fails to cure a Payment Default, Licensor may exercise

any of the remedies set forth in Section 15.

14.2           Licensee’s

Right to Request Early Termination of Brand License. Licensee may request an early termination of the license for a particular Brand

if Gross Revenue for that Brand has declined for each year during any five (5) consecutive year period during the Term, and Licensee

can demonstrate with evidence satisfactory to Licensor that such decline was proximately caused by Licensor’s willful failure to

maintain that Brand outside of the Territory, which willful failure results in material, irreparable damage to that Brand in the Territory,

or was proximately caused by a materially adverse change in the Applicable Laws. Licensee must make such request for early termination

and provide such evidence in writing to Licensor within ninety (90) days following any such five (5) consecutive year period of Gross

Revenue declines for the affected Brand. Licensor shall consider this request for early termination in good faith. Any early termination

pursuant this Section 14.2 shall be subject to Licensee’s obligations under Section 16.1.1 through Section 16.1.6.

15.           ADDITIONAL

REMEDIES

15.1           Acknowledgments

Regarding Breach, Default, and Remedies Provisions. The Parties acknowledge the importance of the relationship between Licensor and

Licensee and the difficulties and complexities associated with unwinding that relationship in the event this Agreement should be terminated.

In recognition of the foregoing, the Parties further acknowledge and agree that the provisions related to breaches, defaults and remedies

under this Agreement, including Sections 14 and 15, were written in a manner intended to both protect Licensor’s interests in the

Brands and the Brand System IP and to preserve the relationship between Licensor and Licensee for the Term, by, among other things, affording

Licensor a variety of remedies commensurate with the nature, scope, and severity of a particular breach or default and permitting Licensor

to elect alternative remedies to termination in the event of a breach or default by Licensee. However, the Parties expressly acknowledge

and agree that certain breaches and defaults may be so severe that Licensor has no reasonable alternative other than to terminate the

entire relationship between the Parties, and that it is the Parties’ express intent that Licensor be afforded such discretion.

15.2           Defaults.

Licensor shall be entitled to give notice of default to Licensee, which shall give rise to the remedies set forth in this Section 15,

upon the occurrence of any of the following: (i) any breach by Licensee listed in Sections 14.1.1 through 14.1.4 (as such events

are non-curable by their nature); (ii) Licensee’s failure to cure a material breach within the cure period as set forth in

the notice of breach; or (iii) Licensor’s determination, prior to the expiration of the applicable cure period, that there

exists reasonable evidence that Licensee does not intend to cure, or is unable to cure, the material breach identified in the notice of

breach. Any notice of breach with respect to a curable breach shall set forth an applicable cure period that is reasonably tailored to

the applicable breach, provided that the cure period for any SGM Breach shall be at least one (1) year and in the event that a notice

of breach fails to specify a cure period, then the cure period shall be thirty (30) days unless otherwise set forth in this Agreement

(for example, as in Section 14.1.6 pertaining to Payment Defaults).

15.3           Brand

Specific Enforcement. Notwithstanding anything in this Agreement to the contrary and for the avoidance of doubt, Licensor may exercise

the rights set forth in Section 14.1 and the remedies set forth in this Section 15 as to one or more, but fewer than all, of

the Brand licenses. This includes and for illustration purposes only, the right of Licensor to terminate Licensee’s right to operate

a particular Brand Restaurant Business for a single Brand, in which event, Licensee would be permitted and required, following the termination,

to continue operating the Brand Restaurant Business(es) for the remaining Brand(s) in accordance with the terms and conditions of

this Agreement. Licensee expressly acknowledges and agrees that Licensee’s obligation to pay the royalty fees and other amounts

due for the remaining Brand(s) under this Agreement shall not be relieved, limited, or otherwise modified as a result of the expiration

and non-renewal or termination of one or more, but fewer than all, of the Brand licenses.

15.4           Available

Remedies. Upon Licensor giving Licensee a notice of default under Section 15.2, Licensor may, in its sole discretion, terminate

this Agreement and all rights granted to Licensee hereunder immediately upon notice to Licensee. Licensor may also, in its sole discretion,

exercise any one or more of the following additional remedies:

15.4.1.           Institute

any and all proceedings permitted by Applicable Laws or in equity with respect to such default, including actions for injunctive and/or

declaratory relief (including specific performance) and/or damages;

15.4.2.           Suspend

or limit Licensee’s rights to develop any Restaurant or grant any Sublicenses as determined by Licensor its sole discretion until

the default is cured;

15.4.3.           Prohibit

any Restaurant from opening or operating until the default is cured;

15.4.4.           Eliminate

or modify the exclusivity granted in Section 2.2 and immediately conduct and further develop the Brand Restaurant Businesses in the

Territory or license one or more third parties to do so;

15.4.5.           (i) Purchase

from Licensee and its Affiliates (which purchase right shall be transferable) the Brand Restaurant Businesses, or any of them, at fair

market value, less any damages to Licensor and its Affiliates resulting from Licensee’s default and (ii) in connection with

such purchase, at Licensor’s option and for no additional consideration, require the assignment by Licensee to Licensor (or its

designee) of all rights of Licensee under any or all Sublicenses then in effect, in which case Licensor (or its designee) shall assume

all obligations of Licensee arising thereunder after such assignment and Licensee shall promptly terminate and enforce the termination

of all Sublicenses which Licensor elects not to acquire (collectively, the “Licensor Purchase Right”). Licensor and

Licensee will attempt in good faith to agree on the purchase price under subsection 15.4.5(i) and terms and procedures for the exercise

of Licensor’s rights hereunder, but if they are unable to agree within a reasonable period of time (not to exceed sixty (60) days),

the purchase price, terms and procedures will be determined in accordance with Exhibit D. Licensee shall, and shall cause

its Affiliates to, effect the transfers and assignments contemplated by this Section 15.4.5 upon such date as Licensor determines,

including executing such further documents as may be required; and

15.4.6.           Submit

the matter directly to arbitration in accordance with Section 17.3 for the sole purpose of determining the amount of damages or other

relief to which Licensor is entitled as a result of the default.

15.5           Remedies

Cumulative. In addition to the remedies set forth in this Agreement, the Parties may pursue whatever other remedies are available

at law or in equity, and all remedies provided under this Agreement are cumulative and not exclusive of other remedies, unless otherwise

expressly stated.

16.           POST-TERM

OBLIGATIONS

16.1           Obligations

Following Expiration or Termination. Licensee shall comply, and shall cause any Sublicensee as to which Licensor (or its designees)

does not assume the Sublicense under Section 15.4.5(ii) to comply, with the following provisions upon the expiration and non-renewal

or termination of this Agreement or of any Brand license granted hereunder. If one or more (but fewer than all) of the Brand licenses

expire without renewal or are terminated, the provisions set forth below will apply only with respect to those Brands as to which licenses

have expired or been terminated.

16.1.1.           Licensee’s

right to use and sublicense the use of the Brand System IP shall end and Licensee shall (and shall cause the Sublicensees as to which

Licensor does not exercise its subrogation rights to) immediately cease all use of the Brand System IP, including the Brand Trademarks.

16.1.2.           Licensee

shall promptly pay to Licensor all fees and other amounts due under this Agreement.

16.1.3.           Licensee

shall (and shall cause the Sublicensees as to which Licensor (or its designees) does not assume the Sublicense under 15.4.5(ii) to)

cease representing itself as a licensee of Licensor and shall promptly cancel all trade name or other registrations relating to its use

of any Brand Trademark, and shall notify all third parties (including Internet domain name authorities and directory publishers) of the

termination or expiration of Licensee’s right to use any listing, Internet domain name, uniform resource locator, website name,

electronic mail address, and search engine metatags and keywords associated with the Brand(s), and shall authorize the transfer of the

same to Licensor or its designee.

16.1.4.           Licensee,

at its sole expense, shall (and shall cause the Sublicensees as to which Licensor does not exercise its subrogation rights to) immediately

return to Licensor any and all written materials incorporating Licensor’s Confidential Information or shall dispose of such materials

as directed by Licensor.

16.1.5.           Licensee

shall comply with its confidentiality and other obligations under Section 9, its post-term non-competition obligations under Section 10.2

and all other obligations under this Agreement that expressly or by their nature survive expiration or termination.

16.1.6.           Licensee

and its Affiliates shall not be entitled to receive any compensation or payment from Licensor as a result of the termination or expiration

of this Agreement, whether for actual, consequential, indirect, special, incidental or other damages, costs or expenses, whether foreseeable

or unforeseeable (including loss of profits, investments or goodwill), any right to which Licensee hereby waives and disclaims. Licensee

recognizes that any enhancement of the Brand goodwill or customer base will be primarily attributable to the Brand Trademarks and other

Brand System IP and that Licensee has no right to compensation for any contribution it may have made to any such enhancement of goodwill

or customer base. Notwithstanding the foregoing, nothing herein shall require Licensee to waive or disclaim any claim which it may have

that is derived from a prior breach of this Agreement.

16.1.7.           Licensor

may exercise the Licensor Purchase Right.

17.           DISPUTE

RESOLUTION

17.1           Governing

Law. This Agreement shall be interpreted and construed under the laws of the United States of America and the State of Texas, U.S.A.

(without regard to, and without giving effect to, their conflict of laws rules).

17.2           Pre-Arbitration

Dispute Resolution. Subject to Section 14.1.6.C.,

17.2.1.           Prior

to submitting any dispute under this Agreement (with the exception of any disputes concerning breaches which Licensor has determined not

to be curable) to mediation, arbitration or any court or other tribunal, a Party shall provide written notice of the dispute to the other

Party. Upon such notice appropriate executives of Licensee and Licensor who have authority to resolve the dispute will meet either in

person or by video conference or similar means and shall discuss and use good faith efforts to resolve the dispute. If the dispute cannot

be resolved within thirty (30) days of such notice, then the Parties shall submit the claim for resolution to non-binding mediation in

accordance with Section 17.2.2.

17.2.2.           If

the Parties are unable to resolve a dispute under this Agreement in accordance with Section 17.2.1, the Parties agree to submit the

dispute (with the exception of any disputes concerning breaches which Licensor has determined not to be curable) to non-binding mediation

before bringing such dispute to arbitration in accordance with Section 17.3. The Parties shall select a mediator within twenty (20)

days of the date the dispute is submitted to mediation by either Party. The mediation shall be conducted in English by a mediator mutually

and jointly approved by both Parties, and failing agreement of the Parties within the twenty (20) day period, by a mediator appointed

by the International Institute for Conflict Prevention and Resolution (“CPR”) in accordance with its mediation rules.

The mediation shall be conducted at a location mutually and jointly selected by both Parties within ten (10) days following the date

on which the mediator is appointed, and failing agreement of the Parties within such time period, then the mediation will be held in Dallas,

Texas, U.S.A. The costs and expenses of any such mediation, including compensation and expenses of the mediator (and except for the lawyers’

fees incurred by either Party), shall be borne by both Parties equally.

17.3           Arbitration.

If the Parties are unable to resolve a dispute under this Agreement by mediation in accordance with Section 17.2.2, then such dispute

and any other controversy or claim arising out of or relating to this Agreement, or the breach hereof, including the determination of

the scope or applicability of this agreement to arbitrate, shall, upon written request of either Party (the “Arbitration Request”),

be determined by arbitration administered by CPR in accordance with the CPR Rules for Administered Arbitration (“Administered

Rules”). Subject to Section 14.1.6.C, details of the arbitration are as follows:

17.3.1.           There

shall be three (3) arbitrators. The panel of three (3) arbitrators will be chosen as follows: (i) within fifteen (15) days

from the date of the receipt of the Arbitration Request, each Party will name an arbitrator; and (ii) the two (2) Party-appointed

arbitrators will thereafter name a third, independent arbitrator who will act as chairperson of the arbitral tribunal. In the event that

either Party fails to name an arbitrator within fifteen (15) days following the date of receipt of the Arbitration Request, then upon

written application by either Party, that arbitrator shall be appointed pursuant to the Administered Rules. In the event that, within

thirty (30) days from the date on which the second of the two (2) arbitrators was named, the two (2) Party-appointed arbitrators

fail to appoint the third, then the third arbitrator will be appointed pursuant to the Administered Rules.

17.3.2.           The

arbitration shall be conducted in English. Any document that a Party seeks to use that is not in English shall be provided along with

an English translation.

17.3.3.           The

place of arbitration shall be Dallas, Texas, U.S.A.

17.3.4.           The

arbitrators shall establish procedures under which each Party will be entitled to conduct discovery.

17.3.5.           The

arbitrators shall award to the substantially prevailing party (as determined by the arbitrators) the costs and expenses of the proceeding,

including reasonable attorneys’ and experts’ fees.

17.3.6.          The

arbitrators will issue a reasoned award.

17.3.7.          Notwithstanding

any language herein to the contrary, the Parties agree that the award rendered by the arbitrators (the “Original Award”)

may be appealed under the CPR Arbitration Appeal Procedure (“Appeal Procedure”). Appeals must be initiated within

thirty (30) days of receipt of an Original Award, in accordance with Rule 2 of the Appeal Procedure, by filing a written notice

with CPR. The Original Award shall not be considered final until after the expiration of the time for filing the notice of

appeal pursuant to the Appeal Procedure. Following the appeal process, either (i) the Original Award, if no changes have

been made by the appellate Tribunal, or (ii) the appellate award, if the Original Award has been changed by the appellate tribunal,

may be entered in any court having jurisdiction thereof. Unless otherwise agreed by the parties, the appeal shall be conducted

at the place of the original arbitration.

17.3.8.          Any

award rendered by the arbitrators that is not appealed in accordance with the foregoing provisions or that is not modified by the appeal

tribunal, and any award as modified or established by the appeal tribunal, shall be final and judgment may be entered thereon in any

court having jurisdiction thereof.

17.3.9.          Each

Party retains the right to apply to any court of competent jurisdiction for provisional and/or conservatory relief, including prearbitral

attachments or injunctions, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the

right to arbitrate. In any action or arbitration, the Party who is aggrieved by any actual or threatened breach of this Agreement shall

have the right to specific performance and injunctive or other equitable relief, in addition to any and all other rights and remedies,

and the Parties agree the monetary damages are inadequate compensation for any loss.

17.3.10.        The

existence and content of the arbitral proceedings and any rulings or award shall be kept confidential by the Parties and members of the

arbitral tribunal except (i) to the extent that disclosure may be required of a Party to comply with Applicable Laws or the rules of

any applicable stock exchange, protect or pursue a contractual right or perform a contractual obligation, or enforce or challenge an

award in bona fide legal proceedings before a court or other judicial authority, (ii) with the consent of all Parties, (iii) where

needed for the preparation or presentation of a claim or defense in arbitration, (iv) where such information is already in the public

domain other than as a result of a breach of this Section, or (v) by order of the arbitral tribunal upon application of a Party.

17.4          Limitations

Period. Any claim arising out of or relating to this Agreement shall be governed by the statute of limitations under the governing

law set forth in Section 17.1.

17.5          Enforcement

Costs. Each Party shall bear its own legal costs (including attorneys’ and experts’ fees, and all other expenses) incurred

in enforcing this Agreement or in otherwise pursuing, or defending against, a claim, demand, action, or proceeding under or in connection

with this Agreement.

18.           REPRESENTATIONS

AND WARRANTIES

18.1          By

Licensor. Licensor represents, warrants and covenants that:

18.1.1.          It

has the full right, power and authority to enter into this Agreement, to grant the rights granted herein and to perform its obligations

hereunder.

18.1.2.          Neither

its execution of this Agreement nor the performance of its obligations hereunder: (i) violates any provision of Applicable Laws

or any judgment, writ, injunction, order, or decree of any court or other Governmental Authority having jurisdiction over it or any of

its Affiliates; (ii) results in or constitutes a material breach or material default under any indenture, contract, commitment,

or restriction to which it or any of its Affiliates is a party or by which it or any of its Affiliates is bound; or (iii) requires

any consent, vote, or approval which has not been given or taken.

18.2          By

Licensee. Licensee represents, warrants and covenants that:

18.2.1.          It

has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder.

18.2.2.          Neither

its execution of this Agreement nor the performance of its obligations hereunder: (i) violates any provision of Applicable Laws

or any judgment, writ, injunction, order, or decree of any court or other Governmental Authority having jurisdiction over it or any of

its Affiliates; (ii) results in or constitutes a material breach or material default under any indenture, contract, commitment,

or restriction to which it or any of its Affiliates is a party or by which it or any of its Affiliates is bound; or (iii) requires

any consent, vote, or approval which has not been given or taken.

19.          GENERAL

PROVISIONS

19.1          Independent

Contractor. Licensor and Licensee are independent contractors. Neither Party shall hold itself out as a partner, joint-venturer,

affiliate, associate, agent, employee, or legal representative of the other. Neither Party is authorized (and shall not represent that

it has the right) to act for or on behalf of the other, to legally bind the other, or to make any agreement, warranty, covenant, or other

representation or create any express or implied obligation on behalf of the other. Without limiting the foregoing, Licensee and the Sublicensees

are solely responsible for the hiring, firing, supervision, compensation and training of all employees of the Brand Restaurant Businesses

and no employment relationship shall exist between Licensor and any employees of Licensee or any Sublicensee. Licensee and the Sublicensees

are solely responsible for collecting and paying when due all applicable employment taxes, workers’ compensation contributions,

employment insurance premiums, and all similar taxes and charges arising out of the employment relationship between Licensee or any Sublicensee

and its employees.

19.2          Severability.

If any provision of this Agreement is finally determined by a court of competent jurisdiction or by an arbitration panel authorized to

make such a determination under Section 17.3 to be void, invalid or unenforceable for any reason, then that provision shall be reformed

to the minimum extent required to render it legal, valid, and enforceable and to preserve the Parties’ original intent and the

validity and enforceability of the remaining provisions of this Agreement. Notwithstanding the foregoing, if reformation is not possible,

the void, invalid or unenforceable provision shall be deemed to be severable and the remainder of this Agreement shall be and remain

valid and in full force and effect; provided, that the terms of this Agreement shall be equitably adjusted so as to compensate the appropriate

Party for any consideration lost because of the elimination of any such void, invalid or unenforceable provision. If any provision of

this Agreement is susceptible to two or more constructions, one of which would render the provision enforceable and the other or others

of which would render the provision unenforceable, then the provision shall be given the meaning that renders it enforceable. Notwithstanding

the foregoing, if any arbitration panel or court or other Governmental Authority determines that one or more provisions is invalid, illegal

or unenforceable, and such determination would, in the reasonable opinion of Licensor, frustrate any of the essential purposes of this

Agreement as determined by Licensor, then Licensor may terminate this Agreement immediately upon notice to Licensee. Without limiting

what Licensor may determine to be an essential purpose of this Agreement, each of the following Sections (and any defined term to the

extent used in that Section) is agreed to be an essential purpose of this Agreement: Sections 2.1 (other than 2.1.1), 2.3, 3.1, 3.2,

3.4, 4.1 through 4.6, 5.1, 5.2, 6.1 through 6.3, 9, 10, 12.2, 14, 15, 16, and 17.

19.3          Waiver;

Consents and Approvals; Discretion. A Party’s waiver of any particular right or breach or default shall not affect or impair

that Party’s later exercise of that right or the remedies relating to a breach or default of the same or a different kind, nor

shall any delay, forbearance or omission of either Party to exercise any right arising out of this Agreement or any remedies relating

to a breach or default, affect or impair that Party’s rights as to the same or any future exercise of that right or breach or default.

A Party’s acceptance of any payment due to it shall not be deemed a waiver of any preceding breach of this Agreement. Any consent,

approval, authorization or waiver granted under this Agreement will be valid only if in writing and signed by the Party to be charged.

Licensor makes no warranties or guaranties and assumes no liability or obligation by providing any waiver, approval, or consent under

this Agreement, or by reason of any neglect, delay, or denial of any request therefor. Without limitation of the foregoing, Licensor

shall have no liability in connection with or related to the products or services offered or sold at and from any of the Restaurants,

even if Licensor required, approved or consented to the product or service. Any provision of this Agreement that grants a Party the right

to exercise its discretion shall be construed, unless otherwise conditioned or limited, to mean that Party’s sole and absolute

discretion.

19.4          Notices

and Other Material Communications. Any notice, demand, report or other communication between the Parties with respect to this Agreement

or provided for herein must be in writing, in the English language and signed by the Party serving the same and delivered by hand with

receipt or by a reputable courier service with tracking capability to the other Party at its address listed on the signature page to

this Agreement. Notices will be deemed to have been received if delivered as provided in this Section 19.4. The Party serving the

notice shall have the burden of establishing that the notice was received by the other Party, but receipt shall be deemed proven by any

third-party carrier’s written verification (including a standard form receipt in paper or electronic form) of its delivery of the

notice to the other Party at the address listed on the signature page. Each Party may change its address by delivering written notice

to the other Party identifying the new address.

19.5          Amendments.

Except as otherwise expressly provided in this Agreement, this Agreement and the Brand licenses granted hereunder may be modified or

amended only in writing executed by an authorized representative of each Party.

19.6          Binding

Effect. The terms of this Agreement shall inure to the benefit of and be binding upon each Party and each Party’s permitted

successors and assigns.

19.7          Governmental

Approvals. If any Governmental Approvals must be obtained to enable the Parties to enter into and perform this Agreement, then Licensee

will, at Licensee’s expense and with Licensor’s reasonable assistance (as needed), use its best efforts to obtain any such

Governmental Approval, including Government Approvals with respect to the operation of the Brand Restaurant Businesses, payment of amounts

required under this Agreement, and the offer and sale of Future Sublicenses. Neither Party shall apply for any Governmental Approval

until the other Party has had an opportunity to review, comment on and consent (not to be unreasonably withheld) to all materials to

be filed with any Governmental Authority. Neither Party shall be obligated to consent to any modification of this Agreement pursuant

to or in order to obtain any discretionary Governmental Approval, and the Parties agree that the rights, licenses and privileges granted

to Licensee under this Agreement are not meant to be increased or expanded by any Governmental Approval. If the consequence of any Governmental

Approval is to alter or increase the rights or economic benefits of one Party to the detriment of the other, then the Parties shall cooperate

in good faith to amend this Agreement as necessary to restore their respective rights and benefits to the status that existed prior to

the implementation of such Governmental Approval.

19.8          Entire

Agreement. This Agreement and all schedules, exhibits, and information incorporated into this Agreement by reference, collectively

constitute the entire agreement between the Parties in respect to the subject matter hereof, and supersede all prior understandings or

agreements between them in connection with the subject matter of this Agreement. There are no representations, arrangements, understandings

or agreements, oral or written, between the Parties relating to the subject matter of this Agreement except those fully expressed herein

and each Party disclaims any reliance on any such representations, arrangements, understandings, or agreements except those expressed

herein, and no officer, employee, representative or agent of either Party has been or is authorized to make any representation, warranty,

or promise not contained in this Agreement.

19.9          Survival.

The limitations and obligations under this Agreement that, expressly or by their terms, extend beyond the transfer, expiration, or termination

of this Agreement or any Brand license granted hereunder shall survive that transfer, expiration, or termination, including the obligation

to pay all amounts due (including fees and related obligations pursuant to Section 3), and the provisions of Section 9 (confidentiality),

Section 10 (non-competition), Section 11.1 (indemnity), Section 14 (breach), Section 15 (additional remedies), Section 16

(post-term obligations), Section 17 (dispute resolution), and Section 19 (general provisions).

19.10        Construction.

A reference in this Agreement to “including” (or “include” or like term) will not be construed restrictively

but will mean “including (or “include” or like term) without prejudice to the generality of the foregoing” and

“including (or “include” or like term) but without limitation”. The term “shall” is a term of obligation.

References to this Agreement will include any Recitals and Exhibits to it, and references to Sections are (unless otherwise indicated)

to the sections of this Agreement. The headings are for convenience only and will not affect the interpretation of this Agreement. Unless

the context otherwise requires or permits, references to the singular number will include references to the plural number and vice

versa; references to a “person” will include any company, limited liability partnership, association, partnership, business

trust, unincorporated association or other entity; references to a company will include any company, corporation or any body corporate,

wherever incorporated; and words denoting any gender will include all genders. Reference to any jurisdiction in this Agreement, for the

purpose of this Agreement only, shall be defined as geographically constituted as of June 16, 2026.

19.11        Counterparts.

This Agreement may be executed in one (1) or more counterparts, all of which shall be considered one (1) and the same agreement,

and shall become effective when one (1) or more counterparts have been signed by each of the Parties and delivered to the other

Party (it being agreed that delivery of a manual, stamp or mechanical signature, whether in person, by courier, by facsimile or by e-mail

in portable document format, shall be effective).

19.12        Sublicensees

Not Third Party Beneficiaries. The provisions of this Agreement do not and are not intended to confer upon any Sublicensee any rights

or remedies hereunder.

[Signature page follows]

IN WITNESS WHEREOF, the Parties have caused their

authorized representatives to execute this Agreement to be effective as of the Effective Date.

LICENSOR:

YRI China Franchising LLC

By:

/s/Erika Burkhardt

Name:

Erika Burkhardt

Title:

Vice President

Address:

YRI China Franchising LLC

c/o Yum! Brands, Inc.

1441 Gardiner Lane

Louisville, Kentucky, USA 40213

Attention: General Counsel

LICENSEE:

Yum Restaurants Consulting

(Shanghai) Company Limited

By:

/s/Joey Wat

Name:

Joey Wat

Title:

Authorized Signatory

Address:

Yum Restaurants Consulting (Shanghai) Company Limited

20 Tian Yao Qiao Road Shanghai, the People’s Republic of China

Attention: Joey Wat

[Signature Page to

Amended and Restated Master License Agreement]

EXHIBIT A

BRANDS AND BRAND OWNERS

Brand

Name and Address of

Brand Owner

KFC

Kentucky Fried Chicken International Holdings, Inc.

7100 Corporate Drive

Plano, TX 75024

Taco Bell

Taco Bell Corp.

1 Glen Bell Way

Irvine, CA 92618

Exhibit A

EXHIBIT A-1

TACO BELL BRAND DEVELOPMENT INITIATIVE

The Parties acknowledge and agree that the following

provisions regarding the Taco Bell Brand are part of this Agreement as of August 7, 2026 and this Exhibit A-1 amends, restates,

and supersedes Exhibit A-1 in the Original MLA as amended by Amendment No. 1, and shall apply solely with respect to the Taco

Bell Brand.

1.             Certain Definitions.

For the avoidance of doubt, capitalized terms

used and not otherwise defined in this Exhibit A-1 shall have the respective meanings assigned to such terms in this Agreement.

“Net New Units” means, for

any calendar year, the positive difference (if any) between (i) the number of Taco Bell Restaurants operated by a Sublicensee in

the Territory that are open to customers for business during regular business hours on a continuous basis as of the end of such calendar

year, and (ii) the number of Taco Bell Restaurants operated by a Sublicensee in the Territory that are open to customers for business

during regular business hours on a continuous basis as of the end of the immediately prior calendar year.

“Taco Bell Plan” means a written

plan and strategy for the growth of the Taco Bell Brand in the Territory that is mutually agreed by Licensor and Licensee in writing

and added to this Agreement as an amendment to this Exhibit A-1.

“Taco Bell Restaurant” means

a Restaurant operated under the Taco Bell Brand.

2.             Taco Bell Plan.

(a) Licensor and Licensee

shall make good faith efforts to agree upon the Taco Bell Plan as soon as practicable, but in any event no later than February 7,

2027 (and any additional time period mutually agreed upon by the Parties in writing) (the “Planning Period”). The

Taco Bell Plan shall cover a term of at least five (5) years and include specific annual Net New Unit targets, a path to long-term

territorial protection under Section 2.2 of this Agreement when there are 300 Taco Bell Restaurants operating in the Territory and

the opportunity to grow the Taco Bell Brand Restaurant Business through Sublicenses with unaffiliated third parties at the appropriate

time. The Taco Bell Plan may include mutually agreed co-investments in marketing and general and administrative expense, in each case

by Licensor and Licensee. The Taco Bell Plan will also include the consequences set forth herein regarding Licensee’s failure to

execute the Taco Bell Plan in accordance with its terms. During the Planning Period, Licensee will use commercially reasonable efforts

to maintain and grow the Taco Bell Brand Restaurant Business in the Territory. Licensee acknowledges that it may not grant Sublicenses

in respect of the Taco Bell Brand to non-Affiliates except as and to the extent agreed in the Taco Bell Plan. The Taco Bell Plan will

also include detailed provisions regarding the procedures applicable to Licensor’s exercise of the Taco Bell Licensor Purchase

Right which will address, at a minimum, the matters addressed in Exhibit D (the “Taco Bell Purchase Right Procedures”).

(b) During the Planning

Period, Licensee will continue to operate the Taco Bell Brand Restaurant Business in the Territory in the ordinary course of business

with an ordinary course amount of investment and no net unit closures.

Exhibit A-1

3.             Failure to Agree Upon or Observe Taco

Bell Plan.

(a)

Subject to the terms and conditions of this Exhibit A-1, the continuation of the license granted with respect

to the Taco Bell Brand and associated Brand System IP is expressly conditioned on (i) Licensor and Licensee entering into the Taco

Bell Plan by no later than the end of the Planning Period, (ii) Licensee’s compliance with Section 2(b) above, and

(iii) Licensee’s fulfillment of each requirement of the Taco Bell Plan (the failure of clause (i), (ii) or (iii), each,

a “Taco Bell Failure Event”).

(b)           If

Licensor and Licensee fail to enter into the Taco Bell Plan by no later than the end of the Planning Period, (A) Licensee shall

have no rights under Section 2.4 of the Agreement with respect to any business where the primary food products are Mexican-style

food products, each of Licensee’s right to enter into new Taco Bell Sublicenses (including new single unit franchise agreements

under any then-existing multi-unit development arrangement) and the territorial protections set forth in Section 2.2 of the Agreement

with respect to the Taco Bell Brand shall terminate, in each case upon Licensor’s written notice to Licensee thereof, and (B) Licensor

shall have the right to exercise the rights forth in paragraph 4 below. Notwithstanding anything in the Agreement to the contrary, in

such event, Licensee would continue to have the right and obligation to support the Taco Bell Sublicenses in effect as of the effective

date of the termination in accordance with the terms of the Agreement and such Sublicenses (unless and until Licensor exercises its rights

under paragraph 4 below). If Licensee has been granted the right to grant Sublicenses to the Taco Bell Brand as contemplated by the Taco

Bell Plan, Licensee acknowledges and agrees that any multi-unit development rights for Taco Bell Restaurants granted to a Sublicensee

shall be expressly contingent upon Licensee’s possession of development rights for Taco Bell Restaurants under the Agreement at

the time the Sublicensee seeks to exercise its rights. No failure with respect to the Taco Bell Plan or a Taco Bell Failure Event shall

negatively affect the rights of Licensee under the Agreement with respect to the development or operation, or the territorial protections

set forth in Section 2.2 of the Agreement, of the KFC Brand Restaurant Business in the Territory or provide Licensor with any termination

right with respect to the KFC Brand Restaurant Business in the Territory.

4.             Licensor

Purchase Right and Option.

(a)           At

any time following a Taco Bell Failure Event, Licensor shall have the right and option to purchase from Licensee and its Affiliates (which

purchase right shall be transferable) all of the Taco Bell Brand Restaurant Business at the Purchase Price, and in connection with such

purchase, at Licensor’s option and for no additional consideration, require the assignment by Licensee to Licensor (or its designee)

of all rights of Licensee under any or all Sublicenses with respect to the same then in effect, in which case Licensor (or its designee)

shall assume all obligations of Licensee arising thereunder after such assignment and Licensee shall promptly terminate and enforce the

termination of all such Sublicenses which Licensor elects not to acquire (collectively, the “Taco Bell Licensor Purchase Right”).

Licensee shall, and shall cause its Affiliates to, effect the transfers and assignments contemplated by this paragraph 4(a) upon

such date as Licensor determines, including executing such further documents as may be required.

(b)          “Purchase

Price” means (i) if the Taco Bell Licensor Purchase Right is exercised due to a Taco Bell Failure Event as set forth in

Section 3(a)(i) or (ii) of this Exhibit A-1, USD One (1) Dollar, and (ii) if the Taco Bell Licensor Purchase

Right is exercised due to a Taco Bell Failure Event as set forth in Section 3(a)(iii) of this Exhibit A-1, the price determined

by mutual agreement of Licensor and Licensee or, absent agreement, the fair market value of the Taco Bell Brand Restaurant Business to

be acquired as determined in accordance with the Taco Bell Purchase Right Procedures, less USD Twenty Million ($20,000,000).

Exhibit A-1

Licensor exercises the Taco Bell Licensor Purchase Right, Licensor and Licensee will attempt in good faith to agree on the purchase price

(except in the case of paragraph 4(b)(i) above) and terms and procedures for the exercise of Licensor’s rights hereunder,

but if they are unable to agree within a reasonable period of time (not to exceed sixty (60) days), the purchase price, terms and procedures

will be determined in accordance with the Taco Bell Purchase Right Procedures.

(d)          From

and after Licensor’s exercise of the Taco Bell Licensor Purchase Right by Licensor, Licensee will continue to operate in the ordinary

course of business (with no net unit closures) all Taco Bell Restaurants open to the public as of date of such exercise for a period

not to exceed 18 months following such exercise or until the consummation of the Taco Bell Licensor Purchase Right, if sooner.

Exhibit A-1

EXHIBIT B

CATEGORIES AND SOURCES OF BRAND STANDARDS

This Exhibit B refers to categories

and sources of Brand Standards currently published by Licensor and accessible to Licensee. The Brand Standards may be amended by Licensor

from time to time in accordance with this Agreement.

• Trademark

Standards (including Trademark Maintenance and Registration Standards) as set forth in

the Brand Standards Manual provided to Licensee by Licensor

• Quality

Assurance Standards as set forth in the Brand Standards Manual provided to Licensee by

Licensor Advertising and Marketing Standards as set forth in the Brand Standards Manual provided

to Licensee by Licensor

• Asset

Standards as set forth in the Brand Standards Manual provided to Licensee by Licensor

• Governance

Standards as set forth in the Brand Standards Manual provided to Licensee by Licensor

• Reports

and Financial Information as set forth in the Brand Standards Manual provided to Licensee

by Licensor

Exhibit B

EXHIBIT C

CROSS LICENSED IP

Trademark

Class

Registration

No.

Registrant

九珍

4417760

Kentucky

Fried Chicken International Holdings, Inc.

安心

6444522

Yum!

Restaurants Asia Pte Ltd

Exhibit C

EXHIBIT D

LICENSOR PURCHASE RIGHT PROCEDURES

1.             INITIAL

AGREEMENTS

1.1           No

Frustration of Purpose. From and after the Effective Date and throughout the Term, Licensee shall not, and shall cause each of its

Affiliates not to, take any action that, or fail to take any action if such failure, would adversely affect the ability of any such Person

to perform such Person’s obligations under this Exhibit D or the consummation of the transactions contemplated by this

Exhibit D with respect to all or any of the Assets.

2.             DEFINED

TERMS; DESIGNEE; INTERPRETATION

2.1          Defined

Terms. As used in this Exhibit D, any terms defined herein have the meanings set forth herein and all other capitalized

terms are defined as they appear in the body of the Agreement to which this Exhibit D is attached.

2.2          Designee.

Licensee acknowledges and agrees that Licensor shall have the right to designate one or more Persons to exercise any or all of Licensor’s

rights pursuant to Section 15.4.5 of the Agreement, pursuant to this Exhibit D or otherwise in respect of the Purchase

Right, including to purchase any or all of the Selected Assets. For purposes hereof, “Designee” means the Person or

Persons designated by Licensor to exercise any or all of such rights. If the Designee includes more than one Person, when exercising

a right of Licensor under the Agreement or under this Exhibit D, such Persons shall act collectively through a designated

representative.

2.3          Interpretation.

Where any right, determination or other decision of Licensor (or its Designee) is granted, required, authorized or otherwise permitted

under this Exhibit D, Licensor (or its Designee) shall have the right to exercise such right, make such determination or

decide such matter in its sole and absolute discretion. For the avoidance of doubt, no exercise by Licensor (or its Designee) of the

Purchase Right with respect to a default (or subsequent abandonment thereof) shall waive or be deemed to waive any further exercise by

Licensor of its rights under Section 15.4.5 of the Agreement in respect of any other default by Licensee or any exercise by Licensor

of its rights under any other provision of Section 15.4 of the Agreement in respect of the default that resulted in Licensor’s

exercise of the Purchase Right.

3.             LICENSOR

PURCHASE RIGHT

3.1          General.

The provisions of this Exhibit D shall apply to establish the purchase price, terms and procedures applicable in the event

Licensor (or its Designee) exercises its right to purchase one or more Brand Restaurant Businesses pursuant to Section 15.4.5 of

the Agreement (the Brand Restaurant Businesses to be so purchased, the “Selected Brand Restaurant Businesses”) and

Licensor (or its Designee) and Licensee are unable to agree upon the purchase price therefor pursuant to Section 15.4.5(i) of

the Agreement or the terms and procedures contemplated by Section 15.4.5 of the Agreement on or before the Negotiation End Date.

For purposes hereof, the “Negotiation End Date” means the date that is sixty (60) days after Licensor (or its Designee)

gives notice to Licensee of Licensor’s (or its Designee’s) exercise of Licensor’s (or its Designee’s) right to

purchase the Selected Brand Restaurant Businesses pursuant to Section 15.4.5 of the Agreement.

3.2          Purchase

Right. From and after the applicable Negotiation End Date, Licensor (or its Designee) shall have the right (the “Purchase

Right”) to purchase, free and clear of any liens (other than immaterial liens incurred in the ordinary course of business),

all right, title and interest of Licensee and its Affiliates in, to and under all or any of the assets, properties and rights of every

kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing

or hereafter acquired, that are used or held for use in connection with, or otherwise related to, the Selected Brand Restaurant Businesses

(collectively, the “Assets”). Licensee acknowledges and agrees that Licensor (or its Designee) may, in connection

therewith and under this Exhibit D, purchase all or any of the Assets of the Selected Brand Restaurant Businesses, as determined

in accordance with this Exhibit D (the Assets to be so purchased, the “Selected Assets”).

Exhibit D

4.             STRUCTURE

AND PRICE

4.1            Due

Diligence. In addition to the continuing rights to audit and review the books and records of the Brand Restaurant Businesses contemplated

by Section 8.1 of the Agreement, the Licensor Parties shall have the right to perform reasonable due diligence on each of the Brand

Restaurant Businesses. For purposes hereof, “Licensor Parties” means Licensor and its Affiliates and any of their

respective representatives and designees (including any Designee and its representatives). Licensee shall, and shall cause its Affiliates

to, provide information to, and reasonably cooperate with, the Licensor Parties in connection with such due diligence (including by responding

to any due diligence requests and promptly including requested information and documents in a data room, in each case as reasonably requested

by any Licensor Party). In furtherance of and without limiting the foregoing, should any Licensor Party at any time request a financial

institution to extend credit to it in connection with the exercise of the Purchase Right, and should such financial institution request

access to information regarding any of the Brand Restaurant Businesses, then Licensee shall, and shall cause its Affiliates to, grant

such financial institution the same access to the books and records of the Brand Restaurant Businesses as is granted to Licensor in Section 8.1

of the Agreement and access to the due diligence information responsive to any Licensor Party’s requests under this Section 4.1

of this Exhibit D.

4.2            Structure.

Provided that Licensee has complied with its obligations under Section 4.1 of this Exhibit D, Licensor (or its Designee)

shall deliver to Licensee within ninety (90) days after the Negotiation End Date written notice (the “Structure Notice”)

of Licensor’s (or its Designee’s) determination of the Selected Assets to be purchased in connection with the exercise of

the Purchase Right and the structure for the purchase of the Selected Assets, which may be a purchase of shares or other equity interests

of Licensee or any of its Affiliates that owns Selected Assets, a purchase of Selected Assets or a combination thereof (the date of delivery

of such notice, the “Structure Determination Date”); provided, in the event that Licensee has breached its

obligations under Section 4.1 of this Exhibit D, the Structure Determination Date shall be extended by one day for each

day Licensee was in breach of such obligations. For the avoidance of doubt, Licensor (or its Designee) may exclude Assets (including

contracts or employees), as determined in its sole discretion, and no structure shall require (and Licensee shall not be entitled to

require) the purchaser of any Selected Assets to assume or be liable for any Excluded Liabilities. From and after consummation of the

purchase of the Selected Assets pursuant to this Exhibit D, Licensee shall indemnify and hold harmless the Licensor Parties

from and against all Excluded Liabilities related to the Selected Brand Restaurant Businesses, other than those liabilities (if any)

Licensor (or its Designee) agrees to assume in connection with the exercise of the Purchase Right as set forth in the Structure Notice

(such liabilities, if any, the “Assumed Liabilities”). For purposes hereof, “Excluded Liabilities”

means any and all liabilities, duties, responsibilities, assessments, costs, expenses, losses, expenditures, charges, fees, penalties,

fines, contributions, premiums and obligations of any kind of Licensee or any of its Affiliates, whether known or unknown, asserted or

unasserted, liquidated or unliquidated, to the extent relating to or arising during any period of time prior to the closing of the purchase

of the Selected Assets. As set forth in Section 15.4.5 of the Agreement, as part of the exercise of the Purchase Right, Licensor

(or its Designee) may, for no additional consideration, require the assignment by Licensee to Licensor (or its Designee) of all rights

of Licensee under any or all Sublicenses then in effect, in which case Licensor (or its Designee) shall assume all obligations of Licensee

under the Sublicenses so assigned (the “Selected Sublicenses”) to the extent arising after such assignment (which

shall be included as Assumed Liabilities) and Licensee shall promptly terminate and enforce the termination of all Sublicenses which

Licensor (or its Designee) elects not to have assigned to Licensor (or its Designee).

Exhibit D

4.3          No

Obligation to Purchase. Licensee acknowledges and agrees that nothing in this Exhibit D or the Agreement requires any

Licensor Party to purchase any or all of the Assets of any Brand Restaurant Business, and any Licensor Party’s obligations to purchase

any or all of such Assets shall be contained in, and subject to execution by such Licensor Party of, a definitive purchase agreement,

which any such Licensor Party may decline to do at any time for any reason.

4.4            Price

Determination.

4.4.1             Each

of Licensor (or its Designee) and Licensee shall, within twenty (20) days after the Structure Determination Date, designate (and notify

the other of the designation of) a valuation firm of recognized international standing (which may be, without limitation, an accounting

firm, investment banking firm or other expert in business valuation) to determine the Fair Market Value of the Selected Assets (the date

on which each of Licensor (or its Designee) and Licensee has notified the other of such designation, the “Valuation Firm Appointment

Date”) and shall instruct such valuation firms to jointly designate the Designated Valuation Firm within thirty (30) days after

the Valuation Firm Appointment Date. For a period of thirty (30) days after the Valuation Firm Appointment Date, each valuation firm

shall consult with the other valuation firm to determine its initial view as to the Fair Market Value of the Selected Assets. For purposes

hereof, “Fair Market Value” means the cash price that an unaffiliated third party would pay to acquire the Selected

Assets (after giving effect to the assumption by Licensor (or its Designee) of the Assumed Liabilities) in an arm’s-length transaction

as an on-going concern; provided, that such determination shall be made (i) assuming Licensor (or its Designee) would be

required to pay to an unaffiliated third party a royalty of 3% of gross revenues in order to continue the operation of the Selected Assets

and (ii) on the basis of the structure for the purchase designated by Licensor (or its Designee) in the Structure Notice, and “Designated

Valuation Firm” means the valuation firm jointly designated by the valuation firms initially appointed pursuant to this Section 4.4

of this Exhibit D (or otherwise designated in accordance herewith) to determine the Fair Market Value, which is neither an

Affiliate of Licensee or Licensor (or its Designee) nor has performed any significant work for Licensee or Licensor (or its Designee)

or any of their respective Affiliates within the prior two (2) years. Notwithstanding the foregoing and the other provisions of

this Section 4.4 of this Exhibit D, in the event (x) either Licensor (or its Designee) or Licensee fails to notify

the other of its selected valuation firm within the time period specified in this Section 4.4.1 of this Exhibit D, such

Person shall have waived its rights to appoint an valuation firm and the determination of the Fair Market Value shall be made solely

by the valuation firm of the Party which did appoint an valuation firm within such time period (which banking firm shall, in such case,

constitute the Designated Valuation Firm) or (y) the two valuation firms selected by Licensor (or its Designee) and Licensee do

not appoint the Designated Valuation Firm within thirty (30) days after the Valuation Firm Appointment Date, the Designated Valuation

Firm shall be selected pursuant to the Administered Rules. Each of Licensee and Licensor (or its Designee) shall execute an engagement

letter with the Designated Valuation Firm in customary form reasonably acceptable to Licensee, Licensor (or its Designee) and the Designated

Valuation Firm. Notwithstanding anything to the contrary herein, each of Licensor and Licensee may select Pricewaterhouse Coopers as

its initial valuation firm, provided that the Pricewaterhouse Coopers team for each of Licensor and Licensee is separate consistent with

the historical practices of the parties and in no event may in such instance Pricewaterhouse Coopers be the Designated Valuation Firm.

Exhibit D

4.4.2             Within

forty-five (45) days after the Valuation Firm Appointment Date, each valuation firm shall determine its final calculation of the Fair

Market Value and shall deliver such final calculation to each of Licensor (or its Designee), Licensee and the Designated Valuation Firm.

Upon receipt of such final calculations, the Designated Valuation Firm shall, within fifteen (15) days, determine its final calculation

of the Fair Market Value by selecting either the Fair Market Value as calculated by the valuation firm selected by Licensor (or its Designee)

or the Fair Market Value as calculated by the valuation firm selected by Licensee.

4.4.3             Licensee

shall, and shall cause its Affiliates to, provide reasonable access by each of the designated valuation firms and the Designated Valuation

Firm to members of management of Licensee and its Affiliates and to the books and records of the Selected Brand Restaurant Businesses

so as to allow such valuation firms and the Designated Valuation Firm to conduct due diligence examinations in scope and duration as

are customary in valuations of this kind.

4.4.4             Each

of Licensee and Licensor agrees to (and agrees to cause its Affiliates and, with respect to Licensor, its Designee to) cooperate with

each of the valuation firms and the Designated Valuation Firm and to provide to them such information as may reasonably be requested.

Costs of the Designated Valuation Firm provided for in this Section 4.4 of this Exhibit D shall be borne equally by

Licensee, on the one hand, and Licensor (or its Designee), on the other hand, with each of Licensee and Licensor (or its Designee) bearing

the cost of its own selected valuation firm.

5.             CERTAIN

COVENANTS

5.1           Purchase

Agreement.

5.1.1          From

and after the Structure Determination Date, Licensee and Licensor (or its Designee) shall each use its commercially reasonable efforts

acting in good faith to negotiate and enter into a definitive purchase agreement (the “Purchase Agreement”) and other

reasonably necessary or appropriate definitive agreements, including assignment agreements, bills of sale and/or other instruments of

conveyance and assignment (collectively, with the Purchase Agreement, the “Definitive Agreements”), with regard to

the purchase of the Selected Assets. For the avoidance of doubt, the Purchase Agreement shall: (a) contain customary representations,

warranties, covenants and conditions, including representations and warranties regarding organization and qualification, authority, no

conflicts, consents, financial statements, absence of liabilities, absence of certain changes/events, material contracts, title to the

Selected Assets, condition of the Selected Assets, real property, inventory, accounts receivable and payable, insurance, legal proceedings,

governmental orders, compliance with laws (including employee-related laws and laws relating to corrupt business practices, money laundering,

anti-bribery and anti-corruption), permits, environmental matters, tax matters, employee matters and brokers and, if the purchase involves

the purchase of shares or other equity interests, title to equity interests, capitalization and subsidiaries; (b) contain customary

provisions regarding the indemnification of the Licensor Parties in respect of the Excluded Liabilities as contemplated by Section 4.2

of this Exhibit D and breaches of representations, warranties and covenants; (c) be governed by the law of the State

of Texas, U.S.A.; and (d) be consistent with the provisions of this Exhibit D.

5.1.2          If

Licensee and Licensor (or its Designee) are unable to negotiate and enter into the Purchase Agreement within forty-five (45) days after

the Structure Determination Date, then Licensor (or its Designee) may either (x) abandon pursuit of its Purchase Right (it being

understood that such abandonment shall not waive or be deemed to waive any further exercise by Licensor of its rights under Section 15.4.5

of the Agreement in respect of any other default by Licensee or any exercise by Licensor of its rights under any other provision of Section 15.4

of the Agreement in respect of the default that resulted in Licensor’s exercise of the Purchase Right so abandoned) or (y) have

any outstanding provisions within the Definitive Agreements determined by arbitration administered by CPR in accordance with the Administered

Rules as modified by the procedures set forth in this Section 5.1 of this Exhibit D as follows:

Exhibit D

(a)                 If

Licensor (or its Designee) elects to have the Definitive Agreements determined by arbitration, it shall so notify Licensee. Within thirty

(30) days after the date such notice is given (the date such notice is given, the “Definitive Agreement Arbitration Notice Date”),

each of Licensee and Licensor (or its Designee) shall designate (and notify the other of the designation of) an arbitrator and shall

instruct such arbitrators to jointly designate the Mutually Designated Arbitrator. In the event that either Licensee or Licensor fails

to notify the other of its selected arbitrator within thirty (30) days after the Definitive Agreement Arbitration Notice Date, then upon

written application by either Licensee or Licensor (or its Designee), that arbitrator shall be appointed pursuant to the Administered

Rules. In the event that the two (2) arbitrators selected as provided in this Section 5.1.2(a) of this Exhibit D

fail to appoint the Mutually Designated Arbitrator within forty-five (45) days after Definitive Agreement Arbitration Notice Date, then

the Mutually Designated Arbitrator will be appointed pursuant to the Administered Rules. For purposes hereof, “Mutually Designated

Arbitrator” means the arbitrator jointly designated by arbitrators initially appointed pursuant to this Section 5.1 of

this Exhibit D (or otherwise designated in accordance herewith), which is neither an Affiliate of Licensee or Licensor (or

its Designee) nor has performed any significant work for Licensee or Licensor (or its Designee) or any of their respective Affiliates

within the prior two (2) years.

(b)                 Licensee

and Licensor (or its Designee) shall each have the right to submit for resolution pursuant hereto all (but not less than all) of the

Definitive Agreements and may each provide the Mutually Designated Arbitrator copies of the proposed Purchase Agreement and other Definitive

Agreements marked to indicate the provisions that are and are not mutually agreed upon as of such date. Such right to submit materials

to the Mutually Designated Arbitrator must be exercised by Licensee or Licensor (or its Designee), as applicable, no later than twenty

(20) days after the date on which it is notified of the identity of the Mutually Designated Arbitrator (the last date after which either

Licensee or Licensor (or its Designee) may submit proposed Definitive Agreements being the “Submission Cutoff Date”).

A copy of all materials submitted to the Mutually Designated Arbitrator pursuant to this Section 5.1.2(b) shall be provided

by Licensee or Licensor (or its Designee), as applicable, to the other concurrently with submission thereof to the Mutually Designated

Arbitrator.

Mutually Designated Arbitrator shall consider the positions of Licensee and Licensor (or its Designee) in any materials submitted prior

to the Submission Cutoff Date and shall, within thirty (30) days after the Submission Cutoff Date, deliver to each of Licensee and Licensor

(and its Designee) a Purchase Agreement and other Definitive Agreements to govern the purchase of the Selected Assets and which: (i) effectuate

the purchase of the Selected Assets in accordance with the Structure Notice, incorporate the Fair Market Value (as determined in accordance

with this Exhibit D), provide for the assumption of the Assumed Liabilities by Licensor (or its Designee) and the retention

of the Excluded Liabilities by Licensee and otherwise conform to, and are not inconsistent with, the other mechanisms and principles

agreed by the Parties or set forth in this Exhibit D; and (ii) are determined by the Mutually Designated Arbitrator

to be otherwise commercially reasonable and to reflect market terms for transactions of a similar nature to the purchase of the Selected

Assets. Subject to the foregoing, in determining the Purchase Agreement and other Definitive Agreements, the Mutually Designated Arbitrator

may incorporate provisions and documents recommended by Licensor (or its Designee) or by Licensee or other provisions and documents determined

to be appropriate by the Mutually Designated Arbitrator.

(d)                The

arbitration shall be conducted in English. Any document that a Party seeks to use that is not in English shall be provided along with

an English translation.

Exhibit D

(e)                 The

place of arbitration shall be Dallas, Texas, U.S.A.

(f)                  The

costs and expenses of any such arbitration, including compensation and expenses of the Mutually Designated Arbitrator (but excluding

lawyers’ fees incurred by either Party (or its Designee)), shall be borne by both Licensee and Licensor (or its Designee) equally.

(g)                The

Purchase Agreement and other Definitive Agreements determined by the Mutually Designated Arbitrator in accordance with this Exhibit D

shall be final and binding upon Licensee and Licensor (and its Designee), absent manifest error and subject to Section 4.3 of this

Exhibit D; provided, that no determination shall, or shall be deemed to, waive (and each of Licensee and Licensor (and its

Designee) shall retain, regardless of any determination by the Mutually Designated Arbitrator) the right to seek any and all remedies

in the event of any breach by either Party of its covenants set forth in this Exhibit D; provided further, that after

any determination, Licensee and Licensor (or its Designee) may (but shall have no right or obligation to) modify the Purchase Agreement

or other Definitive Agreements upon mutual agreement.

5.2          Required

Consents and Approvals. During and after the negotiation of the Purchase Agreement, Licensee and Licensor (or its Designee) shall

each use its commercially reasonable efforts acting in good faith to obtain such governmental and third party consents as may be required

in order to consummate the closing of the purchase of the Selected Assets. In the event that a relevant Governmental Authority or third

party refuses to grant any necessary consent, Licensee and Licensor (or its Designee) shall consult with each other and negotiate in

good faith an arrangement to provide that the objectives set out in this Exhibit D are met to the fullest extent permissible

under Applicable Laws.

5.3          Interim

Operations. Subject to compliance with Applicable Laws (as advised in writing by outside counsel), from and after the date on which

Licensor (or its Designee) gives notice to Licensee of its exercise of the right to purchase the Selected Brand Restaurant Businesses

pursuant to Section 15.4.5 of the Agreement, Licensee shall not, and shall cause its Affiliates not to, engage in any practice,

take any action or enter into any transaction outside of the ordinary course of business with respect to the Assets, and Licensee shall,

and shall cause its Affiliates to, use commercially reasonable efforts to preserve, intact, all of their respective rights with respect

to the Assets and the Selected Brand Restaurant Businesses. In furtherance of the foregoing, and subject to compliance with Applicable

Laws (as advised in writing by outside counsel), Licensee shall not, and shall cause its Affiliates not to, except with the prior written

consent of Licensor (or its Designee): (a) Transfer any material Assets; (b) enter into any material contract, including any

material amendment, modification or termination of any existing material contract, with respect to the Assets, other than in the ordinary

course of business consistent with past practice; (c) change any customary methods of operation in any material respect; (d) settle

or compromise any material legal proceeding or investigation, or enter into any consent, decree, injunction or similar restraint or form

of equitable relief in settlement of any material proceeding or investigation, with respect to the Assets, other than in the ordinary

course of business consistent with past practice; or (e) impose or permit to be imposed any lien upon any material Assets, other

than in the ordinary course of business consistent with past practice.

Exhibit D

EXHIBIT E

GUARANTY

[Filed separately as Exhibit 10.2 to the

Current Report on Form 8-K]

Exhibit E

SCHEDULE 3.1

ROYALTY DISCOUNTS

1. Licensee will have the right to earn

an annual payment (each, a “Future KFC Payment”) based on the System Sales

(as defined below) of the KFC Brand Restaurant Business in the Territory for the second half

of 2026 and for the full years from 2027 through 2037 and the first half of 2038 (12 years,

in aggregate, the “Performance Period”). Any Future KFC Payment to which

Licensee is entitled will act as a discount to royalty payments from Licensee in respect

of the KFC Brand Restaurant Business (“Royalty Discount”).

2. If Licensee achieves a KFC System Sales

CAGR of [*]% or more for each Measurement Period in the Performance Period, Licensee will

earn a maximum of approximately $[*] in Future KFC Payments; If Licensee achieves a KFC System

Sales CAGR of [*]% or less for each Measurement Period in the Performance Period, Licensee

will earn no Future KFC Payments.

(a) A “Measurement Period”

is (i) the second half of 2026, (ii) a rolling calendar year period ending on the

last day of the most recently completed calendar year, measured annually from 2027 through

2037, and (iii) the first half of 2038.

(b) A “Baseline Period”

(i) for the second half of 2026 Measurement Period shall be the second half of 2025,

(ii) for each rolling year from 2027 to 2037 Measurement Periods shall be the full year

of 2026, and (iii) for the first half of 2038 Measurement Period shall be the first

half of 2026.

means the compounded annual growth rate of System Sales in the KFC Brand Restaurant Business

in the Territory calculated from the Baseline Period to the Measurement Period (in both cases,

as reported in local currency).

(d) “System Sales” means

the sales of all KFC Restaurants regardless of ownership, including Restaurants owned by

Licensee and its Affiliates and third party Sublicensee Restaurants, calculated in a manner

consistent with Licensee’s calculations (in CNY) of System Sales for 2025 as reflected

on Annex B. If the Licensee would like to change the calculation of System Sales for the

purpose of this Schedule 3.1 for any reason (incuding due to changes in applicable accounting

rules or guidelines), Licensee shall consult with and obtain the prior written consent

of the Licensor and, if such consent is granted, the change will be applied to both the Baseline

Period and the Measurement Period. Licensee shall continue to provide to Licensor a monthly

report reconciling System Sales to Gross Revenue consistent with the presentations in Annex

(e) For levels of performance between [*]%

and [*]%, the Future KFC Payment for the applicable Measurement Period will be determined

based on [*]% of the Future KFC Payment attributed to growth between [*]% - [*]% and [*]%

of the Future KFC Payment attributed to growth between [*]% and [*]%. Within each growth

band range, the Future KFC Payment shall be calculated using straight-line interpolation.

Schedule 3.1

(f) Should a performance shortfall occur

in any given Measurement Period but be offset by outperformance in any subsequent Measurement

Period within the Performance Period resulting in an uplift in the CAGR, all previously foregone

payment(s) shall be fully recoverable and payable promptly following upon re-satisfaction

of the incentive requirement.

(g) Annex A to this Schedule 3.1 sets forth

the potential Future KFC Payment for each Measurement Period in the Performance Period based

on the level of KFC System Sales CAGR for the applicable Measurement Period.

3. The Royalty Discount arising from any

Future KFC Payment(s) shall be calculated on an average daily USD / RMB exchange rate

relevant to each Measurement Period. For example, a Future KFC Payment in USD for the calendar

year 2028 Measurement Period (including any recovered payment(s) from prior periods

that now become payable) shall be treated as a discount from the RMB royalty payments based

on the average of Bloomberg USD/CNY daily closing price, for the 2028

Measurement Period.

4. No later than January 15 of each

year during the Term (July 31 for the final Measurement Period), Licensee shall provide

Licensor a report (the “KFC Growth Report”) setting forth the (a) KFC

System Sales CAGR for the Measurement Period then most recently completed, calculated in

accordance herewith, and (b) the applicable Future KFC Payment and the amount of proposed

Royalty Discount to the next royalty payable under Section 3.1 of the Agreement, calculated

in accordance herewith. Without limitation of Licensor’s rights under Section 8.3

of the Agreement, Licensor and its representatives shall have the right to inspect Licensee’s

books and records, upon reasonable notice to Licensee and for purposes reasonably related

to the verification of the KFC Growth Report and any information relating thereto. Licensor

shall provide written notice to the Licensee within fifteen (15) days after receipt of the

KFC Growth Report. If Licensor agrees in writing with the KFC Growth Report as provided by

Licensee, KFC Growth Report shall be final and binding. If Licensor does not agree in writing

with the KFC Growth Report as provided by Licensee, the parties shall resolve the dispute

as set forth below and Licensee shall not be entitled to the Royalty Discount until such

dispute is finally resolved.

5. In the event that Licensor does not agree

with a KFC Growth Report as delivered by Licensee, it shall provide Licensee a written objection

within fifteen (15) days after receipt thereof (the “Objection Notice”).

In the event that Licensee and Licensor are unable to resolve all disagreements with respect

to the KFC Growth Report within thirty (30) days after Licensee’s receipt of such Objection

Notice or such longer period as Licensee and Licensor may mutually agree in writing, Licensee

and Licensor shall submit such remaining disagreements to a member firm of Ernst &

Young Global Limited or, if such firm refuses or is otherwise unable to act in such capacity,

an independent nationally-recognized accounting or consulting firm in the United States selected

and retained jointly by Licensee and Licensor (the “Firm”).

(a) The Firm shall act as an expert and not

as an arbitrator, and make a final and binding determination with respect to the computation

of the applicable KFC System Sales CAGR and the applicable Future KFC Payment and the amount

of the Royalty Discount to the next royalty payable under Section 3.1 of the Agreement,

to the extent such amounts are in dispute, in accordance with the guidelines and procedures

set forth in this Agreement. Licensee and Licensor shall cooperate with the Firm during the

term of its engagement and shall use commercially reasonable efforts to cause the Firm to

resolve all remaining disagreements with respect to the computation of the applicable KFC

System Sales CAGR and the applicable Future KFC Payment and the amount of the Royalty Discount

to the next royalty payable under Section 3.1 of the Agreement as soon as practicable.

The Firm shall consider only those items and amounts identified as being items and amounts

to which Licensee and Licensor have been unable to agree. In resolving any disputed item,

the Firm may not assign a value to any item in dispute greater than the greater value for

such disputed item claimed by either Licensor or Licensee in the Objection Notice or KFC

Growth Report, respectively, or less than the smaller value for such disputed item claimed

by either Licensor or Licensee in the Objection Notice or KFC Growth Report, respectively.

Schedule 3.1

(b) Except in order to clarify or understand

any position or argument made by a party in a written submission, the Firm’s determination

of the applicable KFC System Sales CAGR and the applicable Future KFC Payment and the amount

of the Royalty Discount to the next royalty payable under Section 3.1 of the Agreement,

shall be based solely on written presentations submitted by Licensee and Licensor which are

in accordance with this Agreement (i.e., not on the basis of an independent review)

and any discussions between the Firm and a party may only occur in the presence (including

by telephone) of the other party. The determination of the Firm (which shall include the

rationale for such determination) shall be conclusive and binding upon the parties hereto

and shall not be subject to appeal or further review.

will be allocated to and borne in inverse proportion to the relative extent to which Licensee,

on the one hand, and Licensor, on the other hand, prevail on the disagreements resolved by

the Firm. Prior to the Firm’s determination, (i) Licensee, on the one hand, and

Licensor, on the other hand, shall retain the Firm and each pay fifty percent (50%) of any

retainer paid to the Firm, and (ii) during the engagement of the Firm, the Firm will

bill fifty percent (50%) of the total charges to each of Licensee, on the one hand, and Licensor,

on the other hand. In connection with the Firm’s determination, the Firm shall also

determine, pursuant to the terms hereof, and taking into account all fees, costs and expenses

of the Firm already paid by each of Licensee, on the one hand, and Licensor, on the other

hand, as of the date of such determination, the allocation of the Firm’s fees, costs

and expenses between Licensee and Licensor, which such determination shall be conclusive

and binding upon the parties hereto.

Schedule 3.1

Annex A to Schedule 3.1

POTENTIAL FUTURE KFC PAYMENTS

[*]

Schedule 3.1

Annex B to Schedule 3.1

RECONCILIATION OF SYSTEM SALES TO GROSS

REVENUE

[*]

Schedule 3.1

SCHEDULE 3.2

ADVERTISING ASSESSMENTS

1.          Certain

Definitions.

For the avoidance of doubt, capitalized terms

used and not otherwise defined in this Schedule 3.2 shall have the respective meanings assigned to such terms in the Agreement.

“Amp Measurement Period” means,

as to any Amp Report, the Current Year LTM and the Prior Year LTM.

“Conventional Amp Supplements”

means Restaurant asset upgrades, menu board upgrades, directional signage and limited-time offer discount promotion subsidies lasting

for twelve (12) weeks or less.

“Current Year LTM” means the

twelve-month period ended on September 30 of the year in which the Amp Report is being delivered (or is required to be delivered)

hereunder.

“Prior Year LTM” means the

twelve-month period ended on September 30 of the twelve-month period immediately prior to the Current Year LTM.

“Second Prior Year LTM” means

the twelve-month period ended on September 30 of the twelve-month period immediately prior to the Prior Year LTM.

“Special Amp Supplements”

[*].

“SSG” means, as to a Brand

Restaurant Business, the system sales growth for such Brand calculated in accordance with the methodology used by Licensee to calculate

system sales growth as publicly released by SpinCo and expressed as a percentage (which may be a negative number).

“SSSG” means, as to a Brand

Restaurant Business, the same store sales growth for such Brand calculated in accordance with the methodology used by Licensee to calculate

same store sales growth as publicly released by SpinCo and expressed as a percentage (which may be a negative number).

2.             Required

Advertising Expenditures. As provided in Section 3.2 of the Agreement, during the Term, Licensee shall collect and spend

all Advertising Assessments for each Brand Restaurant Business to market, advertise and promote such Brand Restaurant Business in the

Territory in accordance with the Advertising and Marketing Standards set out in the Brand Standards; provided, that (x) up to one

percent (1%) of the Gross Revenue of a Brand Restaurant Business in any calendar year may be spent for Conventional Amp Supplements in

that calendar year relating to that Brand Restaurant Business, and (y) commencing with calendar year 2026, up to the Earned Special

Amp Amount for a Brand Restaurant Business for a specified calendar year may be spent for Special Amp Supplements relating to that Brand

Restaurant Business in that calendar year provided that Licensee is in compliance with Section 4 of this Schedule 3.2.

3.             Special

Amp Supplements.

(a)            No

later than November 30 of each year during the Term, Licensee shall provide Licensor a report (the “Amp Report”)

setting forth for each Brand Restaurant Business: (i) SSG and SSSG, by quarter, for the Current Year LTM (which shall include the

underlying system sales and same store sales by Brand Restaurant Business, by quarter, and be based on the Current Year LTM as compared

to the Prior Year LTM), and (ii) SSG and SSSG, by quarter, for the Prior Year LTM (which shall include the underlying system sales

and same store sales by Brand Restaurant Business, by quarter, and be based on the Prior Year LTM as compared to the Second Prior Year

LTM). Without limitation of Licensor’s rights under Section 8.3 of the Agreement, Licensor and its representatives shall have

the right to inspect Licensee’s books and records, upon reasonable notice to Licensee and for purposes reasonably related to the

verification of the Amp Report and any information relating thereto. In the event the Licensor agrees with the Amp Report, Licensor shall

provide written notice to Licensee confirming the Amp Report and the Earned Special Amp Amount for the year following the applicable

Amp Measurement Period within fifteen (15) days after receipt of the Amp Report. In the event the Licensor does not respond to the Amp

Report within fifteen (15) days, the Amp Report provided by Licensee shall be deemed final and binding, and the Earned Special Amp Amount

for the year following the applicable Amp Measurement Period will be calculated by Licensee in accordance with Section 3(b) of

this Schedule 3.2.

Schedule 3.2

(b)            For

the calendar year following the applicable Amp Measurement Period, as to a particular Brand Restaurant Business, Licensee may spend on

Special Amp Supplements an amount (the “Earned Special Amp Amount”) equal to 0.125% of Gross Revenue of such Brand

Restaurant Business multiplied by the number of calendar quarters that satisfy the Quarterly Test (defined below) during the Amp

Measurement Period; provided that Licensee may elect to substitute the Alternative Quarterly Test for the Quarterly Test for the

calculation of the Earned Special Amp Amount available for use in 2027. The “Quarterly Test” shall be deemed satisfied

if with respect to a Brand Restaurant Business and calendar quarter if the SSG equals or exceeds 5% AND the SSSG equals or exceeds

0% for such Brand Restaurant Business for such quarter. The “Alternative Quarterly Test” shall be deemed satisfied

if with respect to such calendar quarter SSG equals or exceeds 5% OR SSSG equals or exceeds 0% for such Brand Restaurant

Business. In no event shall the Earned Special Amp Amount exceed 1% of Gross Revenue for any calendar year.

the foregoing, the Parties agree that the Earned Special Amp Amount for calendar year 2026 is 0.375% for KFC and 0% for Taco Bell.

4.          Enhanced

Visibility.

(a)            One

time per day, Licensee shall provide to Licensor a report that sets forth the second prior day’s sales and transaction count by

Restaurant for all Restaurants that have been open for at least one month.

(b)            On

or before the 15th of each calendar quarter (or as reasonably requested by Licensor from time to time), Licensee shall provide

to Licensor a report setting forth the city and province (and such other attributes as may be reasonably requested by Licensor) for all

Restaurants that were opened in the prior quarter (or such other period as reasonably requested by Licensor).

shall provide the reports contemplated by this paragraph 4 via a secure file transfer protocol (SFTP) hosted by Licensor or its Affiliate

or pursuant to such other method as mutually agreed.

Schedule 3.2

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: tm2622152d1_ex10-2.htm · Sequence: 3

Exhibit 10.2

Execution Version

GUARANTY

Yum China Holdings, Inc., a Delaware corporation (“Guarantor”), hereby executes this Guaranty (this “Guaranty”)

as of August 7, 2026, which shall be deemed a part of the Amended and Restated Master License Agreement (including, for the avoidance

of doubt, the Exhibits thereto, the “Agreement”) between YRI China Franchising LLC, a Delaware limited liability company,

as successor in interest to Yum! Restaurants Asia Pte. Ltd., a private limited company organized and existing under the laws of Singapore

(“Licensor”), 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 Licensor.

Capitalized

terms used herein without definition shall have the meaning ascribed thereto in the Agreement.

A.            Guaranty

Guarantor,

intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees, as primary obligor and not merely as a

surety, to Licensor the prompt and complete performance of each and all of the obligations of YCCL under the Agreement, including prompt

payment when due, whether at stated maturity, by required prepayment, upon acceleration, upon demand or otherwise, and at all times thereafter,

of any and all of the payment obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or

otherwise, of YCCL to Licensor under the Agreement (each such obligation, a “Guarantee Obligation,” and collectively,

the “Guarantee Obligations”). Upon failure by YCCL to perform any Guarantee Obligation, Guarantor shall forthwith

without demand perform such obligation in the manner specified herein. Guarantor hereby agrees that its obligations hereunder shall be

an absolute, irrevocable and unconditional guarantee of payment and performance and not merely a guaranty of collection.

All

payments made of a Guarantee Obligation will be paid free and clear of and without deduction or withholding for or on account of any

Tax (as defined in the Tax Matters Agreement), except as may be required by Applicable Law. If Guarantor shall be required by Applicable

Law to deduct or withhold any Taxes from such payments, then (i) Guarantor shall make such deductions or withholdings as are required

by Applicable Law, (ii) Guarantor shall timely pay the full amount deducted or withheld to the applicable Tax Authority (as defined

in the Tax Matters Agreement) and provide Licensor with receipts or other proof of such payment promptly upon receipt, and (iii) if

the amount received by Licensor is less than the amount it would have received had the applicable payment been made by YCCL (after making

any deductions or withholdings as YCCL would have been required to make under Applicable Law), Guarantor shall gross up the payment to

Licensor so that the net amount that Licensor receives is the same as the amount it would have received (after making any deductions

or withholdings) had the applicable payment been made by YCCL.

Guarantor

hereby agrees that its obligations hereunder shall not be released, diminished, impaired, reduced or affected by any renewal, extension,

adjustment or modification of any of the Guarantee Obligations, including the time, place or manner of payment or performance thereof,

and Guarantor hereby consents to any changes in the terms of any of the Guarantee Obligations as agreed to by Licensor and YCCL, and

to any settlement or adjustment with respect to any of the Guarantee Obligations entered into between Licensor and YCCL. Guarantor hereby

acknowledges that it will receive substantial benefits from the transactions contemplated by the Agreement, and this Guaranty, including

the waivers set forth herein, is knowingly made in contemplation of such benefits. The Guarantee Obligations shall conclusively be deemed

to have been created, contracted or incurred in reliance on this Guaranty.

failure or delay on the part of Licensor in the exercise of any right or remedy with respect to any of the Guarantee Obligations shall

operate as a waiver thereof or any obligations of Guarantor hereunder, and no single or partial exercise by Licensor of any right or

remedy with respect to any of the Guarantee Obligations shall preclude any other or further exercise thereof or the exercise of any other

right or remedy. Licensor shall not have any obligation to proceed at any time or in any manner against, or to exhaust any or all of

Licensor’s rights against, YCCL or any other Person liable for any of the Guarantee Obligations prior to proceeding against Guarantor

hereunder. Without limiting the foregoing, Licensor shall not be obligated to file any claim relating to the Guarantee Obligations in

the event that YCCL becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of Licensor to so file shall

not affect the Guarantee Obligations or the obligations of Guarantor. Guarantor’s obligations hereunder shall remain in full force

and effect until all Guarantee Obligations shall have been performed in full. If at any time any performance of any Guarantee Obligation

is rescinded or must be otherwise restored or returned upon YCCL’s insolvency, bankruptcy or reorganization or otherwise, Guarantor’s

obligations hereunder with respect to such performance shall be reinstated as though such performance had been due but not made at such

time.

Guarantor

hereby acknowledges and agrees that its obligations hereunder shall not be released, discharged or affected by (a) any change in

corporate existence, structure or ownership of YCCL or any other Person, (b) any insolvency, bankruptcy, reorganization or similar

proceeding affecting YCCL or any other Person, (c) the addition, substitution or release of any Person now or hereafter liable with

respect to the Guarantee Obligations, (d) any rescission, waiver or amendment of the Agreement, (e) the existence of any claim,

set-off or other right that Guarantor may have against any Person, (f) the adequacy of any other means of Licensor obtaining payment

or performance related to any of the Guarantee Obligations, (g) the validity or enforceability of the Agreement, or (h) any

other act or omission to act or delay of any kind by Licensor, YCCL or any other Person or any other circumstance which might, but for

the provisions hereof, constitute a legal or equitable discharge of or defense to Guarantor’s obligations hereunder (other than

to the extent such act, omission, delay or circumstance gives rise to a defense available to YCCL under the Agreement to performance

of the Guarantee Obligations).

Guarantor

hereby waives any and all rights or defenses which would otherwise require an election of remedies by Licensor, and further waives promptness,

diligence, presentment, demand for payment, default, dishonor and protest, notice of any Guarantee Obligations incurred and all other

notices of any kind (other than those expressly required by the Agreement), all defenses that may be available by virtue of any valuation,

stay, moratorium or similar Applicable Law now or hereafter in effect, any right to require the marshalling of assets of YCCL or any

other Person and all suretyship defenses generally (other than fraud and defenses that are available to YCCL under the Agreement to performance

of the Guarantee Obligations). Guarantor hereby waives and agrees not to exercise any rights that it may have or acquire against YCCL

that arise from the existence, payment, performance or enforcement of the Guarantee Obligations (other than any such rights that YCCL

has against Licensor under the Agreement), including any right of subrogation, reimbursement, exoneration, contribution or indemnification

and any right to participate in any claim or remedy of Licensor against YCCL, whether or not such claim, remedy or right arises in equity

or under contract, statute or common law, including the right to take or receive from YCCL, directly or indirectly, in cash or other

property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Guarantee

Obligations shall have been performed in full (including, with respect to any payment obligations, all such amounts due having been paid

to Licensor in cash in full). If any amount shall be paid to Guarantor in violation of the immediately preceding sentence at any time

prior to the performance in full of the Guarantee Obligations, such amount shall be received and held in trust for the benefit of Licensor,

shall be segregated from other property and funds of Guarantor and shall forthwith be paid or delivered to Licensor in the same form

as so received (with any necessary endorsement or assignment) to be credited and applied to the Guarantee Obligations.

Guarantor

hereby acknowledges and agrees that this Guaranty is a primary obligation of Guarantor, and that Licensor shall be entitled to make a

demand hereunder, and pursue all of its rights and remedies against Guarantor, whether or not Licensor has made any demand or pursued

any remedies, or during the pendency of any demand made or remedies pursued, against YCCL or any other Person. Guarantor represents and

warrants to Licensor that (a) Guarantor has the financial capacity to pay and perform the Guarantee Obligations, (b) Guarantor

has all requisite power and authority to execute, deliver and perform this Guaranty, (c) the execution, delivery and performance

of this Guaranty has been duly authorized by all necessary action by Guarantor, (d) this Guaranty constitutes the legal, valid and

binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, (e) this Guaranty does not contravene

any provision of Guarantor’s organizational documents or violate, in any material respect, any Applicable Laws or contractual restriction

binding on Guarantor or any of its assets and (f) all consents, approvals, authorizations and permits of, and all filings with and

notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this Guaranty by Guarantor

have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing

with, any Governmental Authority is required in connection with the execution, delivery or performance of this Guaranty.

B.             Dispute

Resolution

(1) Certain Definitions. For purposes

of this Guaranty, the term “Parties” means Licensor, YCCL and Guarantor

and the term “Party” means any of them.

(2) Governing Law. This Guaranty shall

be interpreted and construed under the laws of the United States of America and the State

of Texas, U.S.A. (without regard to, and without giving effect to, their conflict of laws

rules).

(3) Pre-Arbitration Dispute Resolution.

Subject to Section 14.1.6.C. of the Agreement,

(a) Prior to submitting any dispute under the

Agreement (with the exception of any disputes concerning breaches thereof which Licensor

has determined not to be curable) or this Guaranty to mediation, arbitration or any court

or other tribunal, Licensor or YCCL (in the case of the Agreement) or Licensor or Guarantor

(in the case of this Guaranty) shall provide written notice of the dispute to the other Parties.

Upon such notice appropriate executives of YCCL and Licensor who have authority to resolve

the dispute will meet either in person or by video conference or similar means and shall

discuss and use good faith efforts to resolve the dispute. If the dispute cannot be resolved

within thirty (30) days of such notice, then the Parties shall submit the claim for resolution

to non-binding mediation in accordance with Section B(3)(b).

(b) If the Parties are unable to resolve a dispute

under the Agreement or this Guaranty accordance with Section B(3)(a), the Parties agree

to submit the dispute (with the exception of any disputes concerning breaches of the Agreement

which Licensor has determined not to be curable) to non-binding mediation before bringing

such dispute to arbitration in accordance with Section B(4). The Parties shall select

a mediator within twenty (20) days of the date the dispute is submitted to mediation by a

Party. The mediation shall be conducted in English by a mediator mutually and jointly approved

by Licensor, on the one hand, and YCCL and Guarantor, on the other hand, and failing agreement

of the Parties within the twenty (20) day period, by a mediator appointed by the International

Institute for Conflict Prevention and Resolution (“CPR”) in accordance

with its mediation rules. The mediation shall be conducted at a location mutually and jointly

selected by Licensor, on the one hand, and YCCL and Guarantor, on the other hand, within

ten (10) days following the date on which the mediator is appointed, and failing agreement

of the Parties within such time period, then the mediation will be held in Dallas, Texas,

U.S.A. The costs and expenses of any such mediation, including compensation and expenses

of the mediator (and except for the lawyers’ fees incurred by any Party), shall be

borne by Licensor, on the one hand, and YCCL and Guarantor, on the other hand, equally.

(4) Arbitration. If the Parties are

unable to resolve a dispute under the Agreement or this Guaranty by mediation in accordance

with Section B(3)(b), then such dispute and any other controversy or claim arising out

of or relating to the Agreement or this Guaranty, or the breach hereof, including without

limitation the determination of the scope or applicability of this agreement to arbitrate,

shall, upon written request of a Party (the “Arbitration Request”), be

determined by arbitration administered by CPR in accordance with the CPR Rules for Administered

Arbitration (“Administered Rules”). Subject to Section 14.1.6.C of

the Agreement, details of the arbitration are as follows:

(a) There shall be three (3) arbitrators.

The panel of three (3) arbitrators will be chosen as follows: (i) within fifteen

(15) days from the date of the receipt of the Arbitration Request, each of Licensor, on the

one hand, and YCCL and Guarantor, on the other hand, will name an arbitrator; and (ii) the

two (2) arbitrators so appointed will thereafter name a third, independent arbitrator

who will act as chairperson of the arbitral tribunal. In the event that Licensor, on the

one hand, or YCCL and Guarantor, on the other, fails to name an arbitrator within fifteen

(15) days following the date of receipt of the Arbitration Request, then upon written application

by a Party, that arbitrator shall be appointed pursuant to the Administered Rules. In the

event that, within thirty (30) days from the date on which the second of the two (2) arbitrators

was named, the two (2) appointed arbitrators fail to appoint the third, then the third

arbitrator will be appointed pursuant to the Administered Rules.

(b) The arbitration shall be conducted in English.

Any document that a Party seeks to use that is not in English shall be provided along with

an English translation.

Texas, U.S.A.

(d) The arbitrators shall establish procedures

under which each Party will be entitled to conduct discovery.

(e) The arbitrators shall award to the substantially

prevailing Party (as determined by the arbitrators) the costs and expenses of the proceeding,

including reasonable attorneys’ and experts’ fees.

(f) The arbitrators will issue a reasoned award.

(g) Notwithstanding any language herein to the

contrary, the Parties agree that the award rendered by the arbitrators (the “Original

Award”) may be appealed under the CPR Arbitration Appeal Procedure (“Appeal

Procedure”). Appeals must be initiated within thirty (30) days of receipt

of an Original Award, in accordance with Rule 2 of the Appeal Procedure, by filing a

written notice with CPR. The Original Award shall not be considered final until

after the expiration of the time for filing the notice of appeal pursuant to the Appeal Procedure.

Following the appeal process, either (i) the Original Award, if no changes have

been made by the appellate Tribunal, or (ii) the appellate award, if the Original Award

has been changed by the appellate tribunal, may be entered in any court having jurisdiction

thereof. Unless otherwise agreed by the Parties, the appeal shall be conducted at the

place of the original arbitration.

(h) Any award rendered by the arbitrators that

is not appealed in accordance with the foregoing provisions or that is not modified by the

appeal tribunal, and any award as modified or established by the appeal tribunal, shall be

final and judgment may be entered thereon in any court having jurisdiction thereof.

(i) Each Party retains the right to apply to

any court of competent jurisdiction for provisional and/or conservatory relief, including

prearbitral attachments or injunctions, and any such request shall not be deemed incompatible

with the agreement to arbitrate or a waiver of the right to arbitrate.

(j) The existence and content of the arbitral

proceedings and any rulings or award shall be kept confidential by the Parties and members

of the arbitral tribunal except (i) to the extent that disclosure may be required of

a Party to comply with Applicable Laws or the rules of any applicable stock exchange,

protect or pursue a contractual right or perform a contractual obligation, or enforce or

challenge an award in bona fide legal proceedings before a court or other judicial authority,

(ii) with the consent of all Parties, (iii) where needed for the preparation or

presentation of a claim or defense in arbitration, (iv) where such information is already

in the public domain other than as a result of a breach of this Section, or (v) by order

of the arbitral tribunal upon application of a Party.

(5) Limitations Period. Any claim arising

out of or relating to the Agreement or this Guaranty shall be governed by the statute of

limitations under the governing law set forth in Section B(2).

(6) Enforcement Costs. Each Party shall

bear its own legal costs (including attorneys’ and experts’ fees, and all other

expenses) incurred in enforcing the Agreement or this Guaranty or in otherwise pursuing,

or defending against, a claim, demand, action, or proceeding under or in connection with

the Agreement or this Guaranty.

C.            Miscellaneous

any term or other provision of this Guaranty is determined by a court of competent jurisdiction to be invalid, illegal or incapable of

being enforced by any rule of law or public policy, all other terms, provisions and conditions of this Guaranty shall nevertheless

remain in full force and effect. No Party hereto shall assert, and each Party shall cause its respective Affiliates not to assert, that

this Guaranty or any part hereof is invalid, illegal or unenforceable. Upon such determination that any term or other provision is invalid,

illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Guaranty so as to effect the

original intent of the Parties as closely as possible to the fullest extent permitted by Applicable Law in an acceptable manner to the

end that the transactions contemplated hereby are fulfilled to the extent possible.

This Guaranty, together

with the Agreement, constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and

oral, among the Parties with respect to the subject matter hereof, including that certain Guaranty issued by Yum China Holdings, Inc.

dated October 31, 2016 (the “Original Guaranty”) but solely with respect to the KFC and Taco Bell Brand Restaurant

Businesses, it being acknowledged and agrees that the Original Guaranty continues with respect to the Master License Agreement, effective

as of October 31, 2016, by and between Licensee and Cherry Glade Ventures Limited (as successor licensor), as amended, with respect

to the Pizza Hut business. No amendment, modification or waiver of any provision hereof shall be enforceable unless approved by each

Party in writing.

The provisions of this Guaranty

are solely for the benefit of the Parties and do not and are not intended to confer upon any Person except the Parties any rights or

remedies hereunder, and there are no third-party beneficiaries of this Guaranty and this Guaranty shall not provide any third Person

with any remedy, claim, liability, reimbursement or other right in excess of those existing without reference to this Guaranty.

This Guaranty shall remain

in full force and effect and shall be binding on Guarantor, and its successors and assigns, until all the Guarantee Obligations have

been performed in full.

Section 19.10 (Construction)

of the Agreement is hereby incorporated in this Guaranty as if fully set forth herein. This Guaranty may be executed in one (1) or

more counterparts, all of which shall be considered one (1) and the same agreement, and shall become effective when one (1) or

more counterparts have been signed by each of the Parties and delivered to the other Parties (it being agreed that delivery of a manual,

stamp or mechanical signature, whether in person, by courier, by facsimile or by email in portable document format, shall be effective).

[Signatures to Follow]

IN WITNESS WHEREOF, Guarantor

has caused this Guaranty to be executed and delivered as of the date first written above by its officer thereunto duly authorized.

YUM CHINA HOLDINGS, INC.

By:

/s/Joey Wat

Name:

Joey Wat

Title:

Chief Executive Officer

Address:

Yum China Holdings, Inc.

20 Tian Yao Qiao Road

Shanghai, the People’s Republic of

China

[Signature Page to

Guaranty]

Accepted and agreed

to by:

YRI

CHINA FRANCHISING LLC.

/s/Erika Burkhardt

Name: Erika Burkhardt

Title: Vice President

Address:

YRI China Franchising LLC

c/o Yum! Brands, Inc.

1441 Gardiner Lane

Louisville, Kentucky, USA 40213

Attention: General Counsel

Yum Restaurants Consulting (Shanghai) Company LIMITED

/s/Joey Wat

Name: Joey Wat

Title: Authorized Signatory

Address:

Yum Restaurants Consulting (Shanghai) Company Limited

20 Tian Yao Qiao Road

Shanghai, the People’s Republic of China

[Signature Page to Guaranty]

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2622152d1_ex99-1.htm · Sequence: 4

Exhibit 99.1

FOR IMMEDIATE RELEASE

Yum! Brands Completes Sale of Pizza Hut China

to Yum China Holdings

Sale of Pizza Hut, excluding Mainland China,

to LongRange Capital remains on track to close this month

LOUISVILLE, Ky., August 7, 2026 — Yum! Brands, Inc. (NYSE:

YUM) (“Yum!” or the “Company”) today announced the completion of the sale of Pizza Hut in Mainland China (“Pizza

Hut China”) to Yum China Holdings, Inc. (NYSE: YUMC; HKEX: 9987) (“Yum China”), for $1.2 billion.

The transaction with Yum China represents one of two previously announced

definitive agreements to sell Pizza Hut for $2.7 billion in the aggregate, subject to certain purchase price adjustments relating to the

sale of the Pizza Hut business outside of Mainland China.

Yum!’s transaction to sell Pizza Hut, excluding Mainland China,

to LongRange Capital remains on track to close this month, subject to customary closing conditions, including receipt of required regulatory

approvals.

About Yum! Brands

Yum! Brands, Inc. and its subsidiaries franchise or operate more than

58,000 restaurants in 155 countries and territories under its iconic brands — KFC, Taco Bell, Pizza Hut and Habit Burger & Grill.

KFC, Taco Bell and Pizza Hut are global leaders in the chicken, Mexican-inspired food and pizza categories, respectively. Habit is a fast-casual

concept known for fresh, cooked-to-order food.

Fueled by Yum!’s Recipe for Good Growth, KFC, Taco Bell and Pizza

Hut led Entrepreneur's 2026 Franchise 500 rankings and its Top Global Franchises 2025 list. In 2026, Yum!’s unrivaled culture and

talent led it to be named one of TIME magazine’s list of Best Companies for Future Leaders for the third consecutive year.

Forward-Looking Statements

This announcement contains “forward-looking

statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of

1934 regarding the anticipated consummation of the sale of the Pizza Hut business outside Mainland China. We intend all

forward-looking statements to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

These statements are based on and reflect our current expectations, estimates, assumptions and/ or projections, our perception of

historical trends and current conditions, as well as other factors that we believe are appropriate and reasonable under the

circumstances. Forward-looking statements are neither predictions nor guarantees of future events, circumstances or performance and

are inherently subject to known and unknown risks, uncertainties and assumptions that could cause our actual results to differ

materially from those indicated by those statements. There can be no assurance that our expectations, estimates, assumptions and/or

projections, including with respect to the future earnings and performance or capital structure of Yum! Brands, will prove to be

correct or that any of our expectations, estimates or projections will be achieved.

Numerous factors could cause our actual results and events to differ

materially from those expressed or implied by forward-looking statements, including, without limitation: food safety and food- or beverage-borne

illness concerns, including the impact of the July 2026 cyclospora outbreak; the impact of such outbreak on sales and pace of recovery;

adverse impacts of public health conditions or other catastrophic or unforeseen events; the success and financial stability of our concepts’

franchisees; the success of our development strategy; anticipated benefits from past or potential future acquisitions, investments, other

strategic transactions or initiatives, or our portfolio business model; the possibility that the sale of the Pizza Hut business will not

close within the anticipated timeframe, or at all, or that we may not be able to realize the anticipated benefits of the sale of the Pizza

Hut business; our significant exposure to the Chinese market; our global operations and related exposure to geopolitical instability,

including the expansion or threatened expansion of restrictive trade policies and increasing anti-American sentiment; foreign currency

risks and foreign exchange controls; our ability to protect the integrity or availability of IT systems or the security of confidential

information and other cybersecurity risks; compliance with data privacy, data protection and emerging technology legal requirements; our

ability to successfully and securely implement technology initiatives, including utilization of artificial intelligence; our increasing

dependence on digital commerce and delivery platforms; the impact of social media; our ability to protect our trademarks or other intellectual

property; shortages or interruptions in the availability and the delivery of food, equipment and other supplies; the loss of key personnel

or failure to successfully transition senior management, labor shortages and increased labor costs, including as a result of state and

local legislation related to wages and working conditions; changes in food prices and other operating costs; our corporate reputation,

the value and perception of our brands and changes in consumer preferences such as wellness trends; evolving expectations and requirements

with respect to social and environmental sustainability matters; adverse effects of severe weather and climate change; pending or future

litigation and legal claims or proceedings; changes in, or non-compliance with, legal requirements; tax matters, including changes in

tax rates or laws, impositions of new taxes, tax implications of our restructurings, or disagreements with taxing authorities; changes

in consumer discretionary spending and macroeconomic conditions, including inflationary pressures and interest rate conditions; competition

within the retail food industry; and risks relating to our level of indebtedness. In addition, other risks and uncertainties not presently

known to us or that we currently believe to be immaterial could affect the accuracy of any such forward-looking statements. All forward-looking

statements should be evaluated with the understanding of their inherent uncertainty. The forward-looking statements included in this announcement

are only made as of the date of this announcement and we disclaim any obligation to publicly update any forward-looking statement to reflect

subsequent events or circumstances.

You should consult our filings with the Securities and Exchange

Commission (including the information set forth under the captions “Risk Factors” and “Forward-Looking

Statements” in our most recently filed Annual Report on Form 10-K and Quarterly Report on Form 10-Q) for additional detail

about factors that could affect our financial and other results.

Analysts are invited to contact:

Matt Morris, Head of Investor Relations, at 888/298-6986

Members of the media are invited to contact:

Lori Eberenz, Director of Public Relations, at 502/874-8200

High-resolution images are available in the Yum! Brands Media Library

Source: Yum! Brands, Inc.

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