OMNIBUS AMENDMENT AND REAFFIRMATION AGREEMENT

Exhibit 10.2

Execution Version

OMNIBUS AMENDMENT AND REAFFIRMATION AGREEMENT

THIS OMNIBUS AMENDMENT AND REAFFIRMATION AGREEMENT (this “Agreement”) is made as of September 5, 2025, by and among (i) Domino’s Pizza Master Issuer LLC, a Delaware limited liability company (the “Master Issuer”), Domino’s IP Holder LLC, a Delaware limited liability company (the “IP Holder”), Domino’s Pizza Distribution LLC, a Delaware limited liability company (the “Domestic Supply Chain Holder”), Domino’s Progressive Foods Distribution LLC, a Delaware limited liability company (the “PFS Domestic Supply Chain Holder”), Domino’s SPV Canadian Holding Company Inc., a Delaware corporation (the “SPV Canadian Holdco” and together with the Master Issuer, the IP Holder, and the Domestic Supply Chain Holder and the PFS Domestic Supply Chain Holder, the “Co-Issuers”), Domestic Pizza Franchising LLC, a Delaware limited liability company (the “Domestic Franchisor”), Domino’s Pizza International Franchising Inc., a Delaware corporation (the “International Franchisor”), Domino’s RE LLC, a Delaware limited liability company (the “Domestic Supply Chain Real Estate Holder”), Domino’s EQ LLC, a Delaware limited liability company (the “Domestic Supply Chain Equipment Holder”), Domino’s Pizza Canadian Distribution ULC, a Nova Scotia unlimited company (the “Canadian Distributor”), Domino’s Pizza International Franchising of Michigan LLC, a Michigan limited liability company (the “International Franchisor (Michigan)”) and Domino’s SPV Guarantor LLC, a Delaware limited liability company (the “SPV Guarantor”, together with the Domestic Franchisor, the International Franchisor, the Domestic Supply Chain Real Estate Holder, the Domestic Supply Chain Equipment Holder, the Canadian Distributor and the International Franchisor (Michigan), the “Guarantors”, and the Guarantors together with the Co-Issuers, the “Securitization Entities”), (ii) Domino’s Pizza LLC, a Michigan limited liability company (“DPL”, and, in its capacity as Manager under the Management Agreement, the “Manager”), (iii) Progressive Food Solutions LLC, a Michigan limited liability company (“PFS”) (iv) Domino’s Pizza NS Co., a Nova Scotia unlimited company (the “Canadian Manufacturer”), (v) Domino’s Pizza, Inc., a Delaware corporation (the “Holdco”), (vi) Citibank, N.A., a national banking association, as indenture trustee and not in its individual capacity (together with its successors and assigns, the “Trustee”), (vii) Midland Loan Services, a Division of PNC Bank, National Association, as Servicer (in such capacity, together with its successors and assigns, the “Servicer”) and as Control Party (in such capacity, together with its successors and assigns, the “Control Party”), (viii) FTI Consulting, Inc., a Maryland corporation, as back-up manager (together with its successors and assigns, in such capacity, the “Back-Up Manager”) and (ix) Barclays Capital Inc. as Initial Purchaser Representative under the Series 2025-1 Class A-2 Note Purchase Agreement, dated as of the date hereof, by and among the Master Issuer, the Co-Issuers and the Initial Purchasers (as defined therein).

W I T N E S S E T H:

WHEREAS, the Co-Issuers and the Trustee have entered into the Amended and Restated Base Indenture, dated as of March 15, 2012 (such agreement, as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Base Indenture”);

WHEREAS, the Co-Issuers, the Manager, the Trustee and the Back-Up Manager, have entered into the Back-Up Management Agreement, dated as of April 16, 2021 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Back-Up Management Agreement”);

WHEREAS, the Manager, the Canadian Manufacturer, each of the Securitization Entities and the Trustee have entered into the Management Agreement, dated as of March 15, 2012 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Management Agreement”);

WHEREAS, Holdco and the Trustee have entered into the Parent Company Support Agreement, dated as of March 15, 2012 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Parent Company Support Agreement”);

WHEREAS, Master Issuer, IP Holder, Domestic Supply Chain Holder, SPV Canadian Holdco, Manager, Trustee and Servicer have entered into the Amended and Restated Servicing Agreement, dated as of April 16, 2021 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Servicing Agreement”);

WHEREAS, the parties hereto which are parties to the applicable agreements intend to (i) enter into the Ninth Supplement to Amended and Restated Base Indenture, dated as of the date hereof (the “Ninth Supplement”), pursuant to which the Co-Issuers will amend certain provisions of the Existing Base Indenture subject to the conditions set forth in the Ninth Supplement, (ii) amend the Existing Back-Up Management Agreement as set forth in Section 3 herein (as so amended, the “Back-Up Management Agreement Amendment”), (iii) amend the Existing Management Agreement as set forth in Section 4 herein (as so amended, the “Management Agreement Amendment”), (iv) amend the Existing Parent Company Support Agreement as set forth in Section 5 herein (as so amended, the “Parent Company Support Agreement Amendment”), (v) amend the Existing Servicing Agreement as set forth in Section 6 herein (as so amended, the “Servicing Agreement Amendment”), (vi) amend the limited liability company agreements or certificate of incorporation, as applicable, as in effect immediately prior to the date hereof (the “Operating Agreements”) of each Securitization Entity (other than PFS Domestic Supply Chain Holder, the Canadian Distributor and the SPV Canadian Holdco) as set forth in Section 7, (vii) amend the defined terms in each Related Document as set forth in Section 8 herein, (viii)(x) terminate the Product Purchase and Distribution Agreement and the PFS Product Purchase and Distribution Sub-Management Agreement on the date hereof as set forth in Section 8 herein and (y) transfer to DPL the PULSE Assets, the Technology Assets and all related rights to receive PULSE Maintenance Fees, PULSE License Fees and Technology Fees (collectively, the “PULSE and Technology Assets”) as set forth in the Omnibus Transfer Agreement (2025), dated as of the date hereof, by and among DPL, Master Issuer, IP Holder, Domestic Supply Chain Holder, PFS Domestic Supply Chain Holder and the other entities party thereto, and (ix) enter into the Series 2025-1 Supplement, dated as of the date hereof, pursuant to which the Co-Issuers have agreed to issue a Series of Notes (the “Series 2025-1 Notes”) subject to the conditions set forth in the Series 2025-1 Supplement to Amended and Restated Base Indenture (the “Series 2025-1 Supplement,” and together with the Ninth Supplement, the Back-Up Management Agreement Amendment, the Management Agreement Amendment, the Parent Company Support Agreement Amendment, the Servicing Agreement Amendment and the amendments pursuant to the foregoing clauses (vi) and (vii), the “Amendments”; and the Related Documents as amended by the Amendments, the “Amended Related Documents”);

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WHEREAS, the PFS Domestic Supply Chain Holder intends to (i) execute an assumption agreement to become jointly and severally obligated under the Global G&C Agreement and (iii) execute any other joinders and other similar documents as required to become a party to any other Related Documents in its capacity as a Guarantor (the “Joinder Documents”);

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, each of the undersigned ▇▇▇▇▇▇ agrees as follows:

1. Defined Terms.

(a) Unless otherwise noted, all capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Existing Base Indenture.

(b) Notwithstanding anything to the contrary therein, effective as of the date hereof, references in each Related Document to any other Related Document shall include such agreement as amended, amended and restated and/or supplemented, as the case may be, as of the date hereof and as may be further amended, restated, amended and restated or otherwise modified and in effect from time to time.

2. Consent to Amendments and Joinder Documents.

(a) Each party hereto (with respect to the Back-Up Manager, solely in its own individual capacity and not on behalf of any Noteholder, and with respect to the Trustee under clauses (i), (ii) and (iii), solely at the direction of the Control Party) hereby (i) consents to the amendment, supplement or amendment and restatement, as applicable, of each applicable Related Document (as in effect immediately prior to the date hereof) by the Amendments and to the Amended Related Documents to the extent the consent of such party is required by such Related Documents, (ii) consents to the execution of the Joinder Documents to the extent the consent of such party is required by the Related Documents, (iii) consents to the issuance of the Series 2025-1 Notes to the extent the consent of such party is required by the Related Documents, and (iv) waives any requirement of the receipt of prior notice under any Related Document with respect to the foregoing.

(b) In connection with Section 7.2 of the Existing Back-Up Management Agreement, the Back-Up Manager hereby consents to continue its obligations under the Back-Up Management Agreement and any other Related Document with respect to the issuance and sale by the Co-Issuers of the Series 2025-1 Notes.

(c) The Control Party hereby (i) consents to the termination of the Product Purchase and Distribution Agreement and the PFS Product Purchase and Distribution Sub- Management Agreement on the date hereof, (ii) directs the Co-Issuers to designate the PFS Domestic Supply Chain Holder as a Co-Issuer in accordance with Section 8.34(c) of the Existing Base Indenture, and (iii) consents to the release of (x) the SPV Canadian Holdco as a Co-Issuer under the Base Indenture, and (y) the Canadian Distributor as a Guarantor under the Global G&C Agreement, in each case, at any time on or after the date hereof.

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3. Amendments to Existing Back-Up Management Agreement. The Existing Back- Up Management Agreement is hereby amended by (a) deleting the stricken text in red (indicated textually in the same manner as the following example: stricken text) and (b) inserting the double-underlined text in blue (indicated textually in the same manner as the following example: double-underlined text), in each case, in the Back-Up Management Agreement attached as Exhibit A to this Agreement.

4. Amendments to Existing Management Agreement. The Existing Management Agreement is hereby amended by (a) deleting the stricken text in red (indicated textually in the same manner as the following example: stricken text) and (b) inserting the double-underlined text in blue (indicated textually in the same manner as the following example: double-underlined text), in each case, in the Management Agreement attached as Exhibit B to this Agreement.

5. Amendments to Existing Parent Support Agreement. The Existing Parent Company Support Agreement is hereby amended by (a) deleting the stricken text in red (indicated textually in the same manner as the following example: stricken text) and (b) inserting the double-underlined text in blue (indicated textually in the same manner as the following example: double-underlined text), in each case, in the Parent Company Support Agreement attached as Exhibit C to this Agreement.

6. Amendments to Existing Servicing Agreement. The Existing Servicing Agreement is hereby amended by (a) deleting the stricken text in red (indicated textually in the same manner as the following example: stricken text) and (b) inserting the double-underlined text in blue (indicated textually in the same manner as the following example: double-underlined text), in each case, in the Servicing Agreement attached as Exhibit D to this Agreement.

7. Amendments to Operating Agreements and Certificate of Incorporation of the Securitization Entities.

(a) The Operating Agreements of the Securitization Entities (other than International Franchisor, PFS Domestic Supply Chain Holder, the Canadian Distributor, the SPV Canadian Holdco and International Franchisor) are hereby amended by (a) deleting the stricken text in red (indicated textually in the same manner as the following example: stricken text) and (b) inserting the double-underlined text in blue (indicated textually in the same manner as the following example: double-underlined text), in each case, in the form attached as Exhibit E-1 to this Agreement.

(b) The certificate of incorporation of International Franchisor will be amended by (a) deleting the stricken text in red (indicated textually in the same manner as the following example: stricken text) and (b) inserting the double-underlined text in blue (indicated textually in the same manner as the following example: double-underlined text), in each case, in the form attached as Exhibit E-2 to this Agreement.

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8. Conforming Changes in Related Documents. The existing Related Documents and the Operating Agreements of the Securitization Entities are hereby amended such that any and all references to the terms in the left hand column below are hereby replaced with the terms in the right hand column below.

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9. Termination of Product Purchase Agreements.

(a) DPL and the Domestic Supply Chain Holder hereby agree that the Product Purchase and Distribution Agreement shall be terminated as of the date hereof, and waive any requirement of the receipt of prior notice thereunder with respect to the foregoing. Any references to the Product and Purchase and Distribution Agreement in the Related Documents and the operational agreements of the Securitization Entities shall be deemed to be removed.

(b) DPL and PFS hereby agree that the PFS Product Purchase and Distribution Sub-Management Agreement shall be terminated as of the date hereof, and waive any requirement of the receipt of prior notice thereunder with respect to the foregoing.

10. References to PULSE and Technology Assets.

(a) The existing Related Agreements and the operational agreements of the Securitization Entities are hereby amended such that all references to ownership of the PULSE and Technology Assets shall refer to DPL.

11. Reaffirmation and Acknowledgment. Each of the Securitization Entities and the Manager hereby ratifies and reaffirms all of its payment, performance and other obligations and liabilities, whether contingent or otherwise, under each of the Related Documents to which it is a party. Each Securitization Entity that is a Co-Issuer hereby ratifies and reaffirms the grant of security under the Base Indenture, and each Securitization Entity that is a Guarantor hereby ratifies and reaffirms the grant of security under the Global G&C Agreement, and in each case, such Securitization Entity confirms and agrees that such security interests continue to secure the Obligations under the Related Documents.

12. Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of, each party hereto and their respective successors and assigns. No other Person shall be a direct or indirect legal beneficiary of, or have any direct or indirect cause of action or claim in connection with, this Agreement.

13. Further Assurances. Each party hereto hereby agrees from time to time, as and when requested by another party hereto, to execute and deliver or cause to be executed and delivered (or otherwise authorized), all such documents, instruments and agreements, and to take or cause to be taken such further or other action as are necessary or as may be reasonably requested by any such other party hereto, in order to carry out the intent and purposes of this Agreement.

14. Governing Law, Etc.

(a) SUBJECT TO SECTION 15(e) BELOW, THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CHOICE OF LAW RULES (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

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(b) The parties hereto each hereby waives any right to have a jury participate in resolving any dispute, whether in contract, tort or otherwise, arising out of, connected with, relating to or incidental to the transactions contemplated by this Agreement.

(c) The parties hereto each hereby irrevocably submits (to the fullest extent permitted by applicable law) to the non-exclusive jurisdiction of any New York state or federal court sitting in the borough of Manhattan, New York City, State of New York, over any action or proceeding arising out of or relating to this Agreement or any related documents, and the parties hereto hereby irrevocably agree that all claims in respect of such action or proceeding shall be heard and determined in such New York state or federal court. The parties hereto each hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection each may now or hereafter have, to remove any such action or proceeding, once commenced, to another court on the grounds of forum non conveniens or otherwise.

(d) Each party irrevocably consents to service of process in the manner provided for notices in the other Related Document(s) to which it is a party. Nothing in this Agreement shall affect the right of any party to this Agreement to serve process in any other manner permitted by law.

(e) Notwithstanding anything to the contrary therein, Section 7 and, solely with respect to the Operating Agreements of the Securitization Entities, Section 8 shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws without regard to principles of conflicts of laws

15. Severability. The illegality or unenforceability of any provision of this Agreement or any instrument or agreement required hereunder shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Agreement or any instrument or agreement required hereunder.

16. Entire Agreement. This Agreement, together with the Related Documents (as amended, amended and restated and/or supplemented, as the case may be, by the Amendments), embodies the entire agreement and understanding among the parties hereto and supersedes all prior or contemporaneous agreements and understandings of such Persons, verbal or written, relating to the subject matter hereof and thereof.

17. Counterparts. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Agreement. Receipt by telecopy of any executed signature page to this Agreement shall constitute effective delivery of such signature page. This Agreement to the extent signed and delivered by means of a facsimile machine or other electronic transmission (including “pdf”), shall be treated in all manner and respects and for all purposes as an original agreement or amendment and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party hereto shall raise the use of a facsimile machine or other electronic transmission to deliver a signature or the fact that any signature or agreement or amendment was transmitted or communicated through the use of a facsimile machine or other electronic transmission as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

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18. Instructions to Trustee. To the extent required under any existing Related Document, Midland Loan Services, a division of PNC Bank, National Association, in its capacity as Control Party, hereby directs the Trustee to execute and deliver each of the Amended Related Documents.

19. Captions. Captions used in this Agreement are for convenience only and shall not affect the construction of this Agreement.

[Signature Pages Follow]

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IN WITNESS WHEREOF, this Agreement has been duly executed by the undersigned as of the day and year first set forth above.

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Exhibit A

Amended Back-Up Management Agreement

[See attached.]

Conformed version through Omnibus Amendment dated September 5, 2025

DOMINO’S PIZZA MASTER ISSUER LLC,

DOMINO’S IP HOLDER LLC,

DOMINO’S PIZZA DISTRIBUTION LLC

DOMINO’S PROGRESSIVE FOODS DISTRIBUTION LLC

and

DOMINO’S SPV CANADIAN HOLDING COMPANY INC.,

each as Co-Issuer

DOMINO’S PIZZA LLC,

as Manager

CITIBANK, N.A.,

as Trustee

and

FTI CONSULTING, INC.,

as Back-Up Manager

AMENDED AND RESTATED

BACK-UP MANAGEMENT AND CONSULTING AGREEMENT

Dated as of April 16, 2021

TABLE OF CONTENTS

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AMENDED AND RESTATED

BACK-UP MANAGEMENT AND CONSULTING AGREEMENT

This AMENDED AND RESTATED BACK-UP MANAGEMENT AND CONSULTING AGREEMENT, dated as of April 16, 2021 (this ““Agreement” ”), is entered into by and among Domino’s Pizza Master Issuer LLC (the ““Master Issuer””), a Delaware limited liability company, the Master Issuer’s direct, wholly-owned subsidiaries, Domino’s IP Holder LLC, a Delaware limited liability company (the ““IP Holder””), Domino’s Pizza Distribution LLC, a Delaware limited liability company (the “Domestic Distributor“Domestic Supply Chain Holder”), Domino’s Progressive Foods Distribution LLC, a Delaware limited liability company (the “PFS Domestic Supply Chain Holder”) and Domino’s SPV Canadian Holding Company Inc., a Delaware corporation (the ““SPV Canadian Holdco”” and, together with the Master Issuer, the IP Holder and, the Domestic DistributorSupply Chain Holder and the PFS Domestic Supply Chain Holder and their respective successors and assigns, and any other affiliate of Domino’s Pizza, Inc. a Delaware corporation (together with its successors and assigns, ““Holdco” ”), that becomes a Co-Issuer under the Indenture and its successor and assigns, collectively, the ““Co-Issuers”” and each, a ““Co-Issuer””); Domino’s Pizza LLC, a Michigan limited liability company (““DPL””, and together with its successors and assigns, the ““Manager””); the Other Securitization Entities (as defined herein); Citibank, N.A. (““Citibank””), as trustee (together with its successors and assigns, the ““Trustee””); and FTI Consulting, Inc., a Maryland corporation, as back-up manager (together with its successors and assigns, the ““Back-Up Manager””).

RECITALS

WHEREAS, the Co-Issuers and Citibank, as Trustee and securities intermediary, have entered into the Amended and Restated Base Indenture, dated as of March 15, 2012 (as amended, restated, amended and restated or otherwise modified and in effect from time to time, the ““Base Indenture””), pursuant to which the Co-Issuers may issue from time to time one or more series of Notes (the ““Notes””), in each case in accordance with a supplemental indenture supplementing the Base Indenture (the Base Indenture, as supplemented by each such Supplemental Indenture, the ““Indenture””);

WHEREAS, the Co-Issuers, DPL, as the Manager and in its individual capacity, Domino’s SPV Guarantor LLC, Domino’s Pizza Franchising LLC, Domino’s Pizza International Franchising Inc., Domino’s Pizza Canadian Distribution ULC, Domino’s EQ LLC, Domino’s RE LLC, Domino’s Pizza NS Co. and the Trustee have entered into the Amended and Restated Management Agreement, dated as of March 15, 2012 (as amended, restated, amended and restated or otherwise modified and in effect from time to time, the ““Management Agreement””), pursuant to which, among other duties, the Manager performs certain franchising, distribution, intellectual property and operational functions on behalf of the Securitization Entities;

WHEREAS, the Co-Issuers, the Manager, the Trustee and Midland Loan Services, a division of PNC Bank, National Association, as servicer (together with its successors and assigns, the ““Servicer””) have entered into the Amended and Restated Servicing Agreement, dated as of the date of this Agreement (as amended, restated or otherwise modified and in effect from time to time, the ““Servicing Agreement””), pursuant to which, among other

responsibilities, the Servicer will continue to (i) monitor and review reports and other information provided to it by the Manager and the Back-Up Manager, (ii) as the Control Party, act on behalf of the Trustee, or direct the Trustee to act in connection with proposed waivers, amendments, consents and other actions with respect to the Indenture and other Related Documents, (iii) assist the Back-Up Manager with the development and possible implementation of a transition plan for a Successor Manager, (iv) make, in certain circumstances, Debt Service Advances with respect to interest on senior Notes and Collateral Protection Advances for payment of taxes, rent, assessments, insurance premiums and other costs and expenses necessary to protect, preserve or restore the collateral pledged by the Co-Issuers under the Indenture and for payment of any expenses of any Securitization Entity, including Distributor Costs of Goods Sold and Distribution Center Expenses (each, as defined in the Indenture), to the extent not previously paid pursuant to a Manager Advance (as defined in the Management Agreement), and (v) provide consulting services to Noteholders and the Co-Issuers upon the occurrence of a Hot Back-Up Management Trigger Event;

WHEREAS, the Co-Issuers, the Manager, the Trustee and the Back-Up Manager entered into a Back-Up Management Agreement and Consulting Agreement, dated as of March 15, 2012 (the “Original Back-Up Management Agreement”)

WHEREAS, the Co-Issuers wish to amend and restate the Original Back-Up Management Agreement in its entirety pursuant to Section 8.3 thereof to engage the Back-Up Manager to continue to (i) provide consulting and other back-up management services to the Servicer, the Co-Issuers and the Trustee for the benefit of the Secured Parties and (ii) if and as required, to develop and/or implement a Transition Plan and implement the approved Transition Plan, as applicable, and serve as the Interim Successor Manager following a termination or resignation of the Manager until a Successor Manager (other than the Back-Up Manager) has been appointed and has accepted such appointment;

WHEREAS, it is a condition of the issuance of Notes that the Co-Issuers engage a back-up manager to perform the duties described herein; and

WHEREAS, the Back-Up Manager is willing and desires to provide the services of the back-up manager described in this Agreement, the Management Agreement and the Indenture, on the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the premises and the mutual agreements hereinafter set forth, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS AND USAGE

Section 1.1 Certain Definitions. Except as otherwise specified herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in, or incorporated by reference into, the Base Indenture, including the terms defined in Annex A to the Base Indenture. An index to terms defined in this Agreement is provided at the end of this Agreement. The following capitalized terms shall have the following meanings:

“Additional Time Frame” has the meaning set forth in Section 2.5(a).

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““Agreement”” has the meaning set forth in the introduction hereof.

““Annual Visit”” has the meaning set forth in Section 2.3(c)(i) hereof.

““Back-Up Manager”” has the meaning set forth in the introduction hereof.

“Back-Up Manager Consent Consultation Fees” means, on and after the Series 2021-1 Springing Amendments Implementation Date, in the event that the Control Party elects, in its sole discretion, to consult with the Back-Up Manager with respect to any Consent Request, Consent Recommendation or proposed Debt Service Advance or Collateral Protection Advance, a consulting fee paid by the Co-Issuers to the Back-Up Manager commensurate with the complexity and time required for such consultation together with reasonable out-of-pocket expenses incurred in the performance of such consultation; provided that (regardless of whether any such consent, approval, amendment, waiver, modification or other action is given or consummated or an Advance made); provided that in connection with any such Consent Request and/or Consent Recommendation for which the Control Party elects to consult with the Back-Up Manager, the Back-Up Manager shall provide a fee range estimate to the Co-Issuers for such consultation services prior to the commencement of such consultation services (such fee range estimate to be approved in writing in advance by the Control Party) and shall not exceed that estimate without the prior written consent of the Control Party and, in the case of a Consent Request and/or Consent Recommendation only, the Co-Issuers (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, that the Back-Up Manager will not be required to provide any further consultation services in connection with the related Consent Request, Consent Recommendation or proposed Debt Service Advance or Collateral Protection Advance if it has not received such required consent(s). “; provided, further, for the avoidance of doubt, that no such fee range estimate or related consent will be required in the case of the Back-Up Manager’s consultation with respect to a proposed Advance.

“Back-Up Manager Fees”” has the meaning set forth in Section 4.1 hereof.

““Back-Up Manager Indemnified Parties”” has the meaning set forth in Section 4.3(a) hereof.

““Base Indenture”” has the meaning set forth in the Recitals hereof.

““Co-Issuer” ” and ““Co-Issuers”” have the respective meanings set forth in the introduction hereof.

““Cold Back-Up Management Duties”” has the meaning set forth in Section 2.3 hereof.

““Confidential Information”” has the meaning set forth in Section 6.1 hereof.

“Domestic Distributor” has the meaning set forth in the introduction hereof.

““Domestic Franchisor” “ means Domino’s Pizza Franchising LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Master Issuer.

“Domestic Supply Chain Holder” has the meaning set forth in the introduction hereof.

““DPL”” has the meaning set forth in the introduction hereof.

““Holdco” ” has the meaning set forth in the introduction hereof.

““Hot Back-Up Management Duties”” has the meaning set forth in Section 2.5(a) hereof.

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““Hot Back-Up Management Trigger Event”” has the meaning set forth in Section 2.5

““Indenture”” has the meaning set forth in the Recitals hereof.

“Initial Time Frame” has the meaning set forth in Section 2.5(a).

“Interim Successor Manager” means, upon the resignation or termination of the Manager pursuant to the terms of the Management Agreement and prior to the appointment of any successor to the Manager by the Control Party (at the direction of the Controlling Class Representative), the Back-Up Manager.

““IP Holder”” has the meaning set forth in the introduction hereof.

““Management Agreement”” has the meaning set forth in the Recitals hereof.

““Manager” ” has the meaning set forth in the introduction hereof.

““Master Issuer”” has the meaning set forth in the introduction hereof.

““Notes”” has the meaning set forth in the Recitals hereof.

“Original Back-Up Management Agreement” has the meaning set forth in the Recitals

hereof.

“Other Securitization Entity” means each direct and indirect subsidiary of the Co-Issuers.

““Quarterly Call”” has the meaning set forth in Section 2.3(b)(i) hereof.

“Securitization Entities” means, collectively the Co-Issuers and the Other Securitization Entities.

““Servicer”” has the meaning set forth in the Recitals hereof.

““Servicing Agreement”” has the meaning set forth in the Recitals hereof.

““SPV Canadian Holdco”” has the meaning set forth in the introduction hereof.

““Transition Plan”” the meaning set forth in Section 2.4(e) hereof.

“Transitional Officer” means an officer of a Securitization Entity designated with such title pursuant to such Securitization Entity’s limited liability agreement.

“Transitional Director” means a director of a Securitization Entity designated with such title pursuant to such Securitization Entity’s certificate of incorporation.

““Trustee” ” has the meaning set forth in the introduction hereof.

““Warm Back-Up Management Duties”” has the meaning set forth in Section 2.4 hereof.

““Warm Back-Up Management Trigger Event”” has the meaning set forth in Section 2.4 hereof.

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Section 1.2 Rules of Construction.

(a) Each term defined in this Agreement or in the Management Agreement shall mean the plural thereof when the plural form of such term is used in this Agreement and each term defined in the plural form shall mean the singular thereof when the singular form of such term is used herein.

(i) The words ““hereof,” “” “herein,” “” “hereunder”” and similar terms when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and article, section, subsection, schedule and exhibit references herein are references to articles, sections, subsections, schedules and exhibits to this Agreement unless otherwise specified.

(b) The definitions contained or used in this Agreement are equally applicable to both the masculine as well as to the feminine and neuter genders of such terms.

Section 1.3 Computation of Time Periods. Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word ““from” ” means ““from and including”” and the words ““to”” and ““until” ” each means ““to but excluding.””

Section 1.4 Successor Manager. Each reference to the Back-Up Manager in the capacity as Successor Manager shall be understood to mean and shall only mean the Back-Up Manager acting in such capacity to the extent the Back-Up Manager has accepted such appointment in the Back-Up Manager’s sole and absolute discretion, regardless of whether or not such words are specifically stated.

ARTICLE 2

DUTIES AND RESPONSIBILITIES OF THE BACK-UP MANAGER

Section 2.1 Appointment of Back-Up Manager.

FTI Consulting, Inc. is hereby appointed by the Co-Issuers and the Manager as the Back-Up Manager to provide the services set forth in this Agreement, and FTI Consulting, Inc. ▇▇▇▇▇▇ accepts such appointment and agrees to perform such services subject to and in accordance with the terms of this Agreement, the Management Agreement, the Indenture and the other Related Documents. As Back-Up Manager, FTI Consulting, Inc. shall, subject to the terms and conditions of this Agreement, the Management Agreement, the Indenture and the other Related Documents, perform its obligations (i) using the same care, skill, prudence and diligence with which the Back-Up Manager generally manages and administers comparable obligations for other third parties, giving due consideration to customary and usual standards of practice of prudent management by institutional managers of businesses of the nature and character of the System; (ii) in accordance with applicable law; and (iii) without regard to: (A) any relationship that the Back-Up Manager or any Affiliate thereof may have with the Co-Issuers, the Manager, the Servicer, the Trustee, the Noteholders or any customer of the foregoing, any of their respective Affiliates or any other party to the Related Documents; (B) the ownership of any Notes by the Back-Up Manager or any Affiliate thereof; (C) the right of the Back-Up Manager or any Affiliate thereof to receive compensation for its services or reimbursement of costs; and (D) any debt or equity of Holdco or any Affiliate thereof held by the Back-Up Manager or any Affiliate thereof.

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Section 2.2 General Duties.

(a) Other than the duties specifically set forth in this Article 2, the Back-Up Manager shall have no obligation hereunder to supervise, verify, monitor or administer the performance of, and shall have no liability for any action taken or omitted to be taken by, the Manager, the Securitization Entities, the Servicer (including in its capacity as Control Party) or the Trustee. The duties and obligations of the Back-Up Manager shall be determined solely by the express provisions of this Agreement, the Base Indenture, the Management Agreement and the Servicing Agreement and no implied covenants or obligations shall be read into this Agreement against the Back-Up Manager.

(b) The Back-Up Manager shall make its representative(s) available to the representatives of the Securitization Entities and the Manager such that the Master Issuer or the Manager is at all times able to provide the Back-Up Manager with up-to-date information regarding the operations of the Securitization Entities and the Manager for the purposes of maintaining the preparedness of the Back-Up Manager to perform its obligations in accordance with this Agreement. The Back-Up Manager shall also make its representative(s) available to the Servicer such that the Servicer (including in its capacity as Control Party) may consult with the Back-Up Manager with respect to any consents the Servicer (including in its capacity as Control Party) makes under the Related Documents and with respect to the development and implementation of a Transition Plan, as applicable.

(c) Nothing herein shall prevent the Back-Up Manager or any of its Affiliates from engaging in other businesses or from rendering services of any kind to any Person.

Section 2.3 Cold Back-Up Management Duties. The Back-Up Manager shall perform the following servicing duties (collectively, the ““Cold Back-Up Management Duties””) commencing on the Closing Date for the benefit of the Secured Parties:

(a) The Manager shall, on a timely basis, directly provide the Back-Up Manager with, or otherwise cause the Back-Up Manager to receive the certificates, notices, statements, reports and other information to be delivered to the Back-Up Manager pursuant to this Section 2.3(a) and the terms of this Agreement. Based on the information provided to it in accordance with the terms of this Agreement, provide a cursory review of such information and review such information as, to the extent deemed necessary in preparationby the Back-Up Manager, in its sole discretion, in order for the Back-Up Manager to prepare for the Quarterly Calls and the Annual Visit and such performance of the Manager under the Management Agreement as the Control Party may request by written notice to the Back-Up Manager, with a copy of such written notice to the Manager, the Securitization Entities and the Trustee:

(i) each Quarterly Manager’s Certificate delivered pursuant to Section 4.1(b) of the Base Indenture,

(ii) each Quarterly Noteholders’ Statement delivered pursuant to Section 4.1(c) of the Base Indenture;

(iii) each Quarterly Compliance Certificate delivered pursuant to Section 4.1(d) of the Base Indenture;

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(iv) each Scheduled Principal Payments Deficiency Notice delivered pursuant to Section 4.1(e) of the Base Indenture,

(v) each annual report of the Independent Accountants delivered pursuant to Section 4.1(f) of the Base Indenture;

(vi) the unaudited consolidated and combined balance sheets of the Master Issuer and the Domestic Franchisor pursuant to Section 4.1(g) of the Base Indenture;

(vii) the Independent Accountant’s reports pursuant to Section 3.2 of the Management Agreement;

(viii) each written instruction regarding withdrawals and payments from the Collection Account, any Base Indenture Account or any Series Account delivered pursuant to Section 3.1(b) of the Management Agreement;

(ix) any notice of reduction in the blended rate of Continuing Franchise Fees delivered pursuant to Section 3.4 of the Management Agreement; and

(x) the information contained in any departmental and operating reports provided to the board of directors of Holdco and concerning the operations of Holdco, including, without limitation, the information contained in any reports with respect to ongoing litigation, promptly after such reports are provided to the board of directors of Holdco;

(b) on a quarterly basis,

(i) discussing by telephone with the Manager’s management team the performance of the System, if requested in writing by the Servicer or Control Party, and verifying any make-whole prepayment premiums for the prior fiscal quarter (it being understood that such verification will be based solely on the information provided to the Back-Up Manager by the Manager) for the prior fiscal quarter; provided that such discussion shall occur within sixty (60) days of the last day of each day of each of the first three quarters of each fiscal year of the Manager (each, a ““Quarterly Call””); and

(ii) upon written request of the Control Party, either discussing by telephone the results of the Quarterly Call with the Control Party or permitting the Control Party to monitor the Quarterly Call without active participation.

(c) upon the Control Party’s written request, consulting with the Control Party in connection with Consent Requests, Consent Recommendations or proposed Debt Service Advances or Collateral Protection Advances;

(d) on an annual basis,

(i) conducting an on-site visit or virtual visist, or if an onsiteon-site visit or virtual visit is not feasible or necessary in the Back-Up Manager’s reasonable discretion, discussing by telephone, with the Master Issuer and the Manager and discussing with the Manager’s management team and reviewing the performance of the Manager and the System, and verifying any make-whole prepayment premiums for the prior fiscal quarter (it being understood that such verification will be based solely on the information provided to the Back-Up Manager by the Manager), and unless waived or

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otherwise directed, in each case, in writing, by the Control Party, reviewing (1) the cash management systems of the Manager and the Co-Issuers, (2) the Manager’s remittance of all amounts owed under the Related Documents, (3) the operations and performance of the System generally (including, without limitation, the system of Stores and the regional dough manufacturingproduction and supply chains), (4) the Weekly Management Fees and the Supplemental Management Fees, and any other amounts paid to the Manager, (5) any changes in personnel at the executive level of the Manager, (6) the one-year and five-year business plans for the System, (7) the servicing of the Advertising Fees and the Company-Owned Stores Advertising Fees, (8) to the extent deemed necessary to the performance of its services by the Back-Up Manager, in its reasonable discretion, the affairs, finances and accounts relating to ▇▇▇▇▇▇’s inter-company arrangements with any of its officers, directors and other representatives, and (9) all other areas related to the transactions contemplated by the Related Documents as reasonably requested in writing by the Control Party and, in each case, agreed upon by the Back-Up Manager in its reasonable discretion, at least 10 Business Days prior to such annual meeting (or virtual visit and/or telephone call in lieu thereofif an on-site visit is not feasible or necessary in the Back-Up Manager’s reasonable discretion); provided that such meeting shall occur within ninety (90) days of the last day of each fiscal year of the Master Issuer (the ““Annual Visit””); and

(ii) upon request of the Control Party, discussing by telephone the results of the Annual Visit with the Control Party.

(e) from time to time, performing other procedures as agreed upon in writing by the Servicer and the Back-Up Manager, which procedures may include obtaining the Quarterly Noteholder Statement for any one calendar quarter during the twelve (12) months ending on the immediately preceding December 31, and for such Quarterly Noteholder Statement (i) reconciling the amounts in such Quarterly Noteholder Statement to the Manager’s computer, accounting and other reports and (ii) identifying any material amounts that the Back-Up Manager was unable to reconcile. The Back-Up Manager shall notify the Manager and the Control Party of any material amounts in clause (ii) of the prior sentence that the Back-Up Manager is unable to reconcile, and if any such material amounts are not reconciled with the Manager within five (5) Business Days after notice thereof, the Back-Up Manager shall notify the Rating Agencies and the Control Party in writing of the material amounts that the Back-Up Manager has still been unable to reconcile.

Section 2.4 Warm Back-Up Management Duties. For purposes of this Section 2.4, a ““Warm Back-Up Management Trigger Event”” shall mean the occurrence and continuation of (i) any event that causes a Cash Trapping Period to begin and that continues for at least two consecutive Accounting Dates, (ii) a Rapid Amortization Event, or (iii) if provided in a Supplemental IndentureSeries Supplement, the mandatory prepayment of any Series of Notes following, a Change of Control to which the Controlling Class Representative has not provided its prior written consent, in each case, that has not been waived or approved by the Control Party acting at the direction of the Controlling Class Representative. Notwithstanding the foregoing, a Warm Back-Up Management Trigger Event shall not cease to be in effect until such time as all Debt Service Advances and Collateral Protection Advances, including any interest thereon, have been paid. Within two (2) Business Days of obtaining Actual Knowledge of the occurrence and continuance of any Warm Back-Up Management Trigger Event, the Manager, the Master Issuer, the Back-Up Manager, the Servicer or the Trustee, as applicable,

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shall notify each other and each Rating Agency in writing of such occurrence. Upon receipt of such notice of such Warm Back-Up Management Trigger Event, the Back-Up Manager shall commence the following duties (collectively, the ““Warm Back-Up Management Duties”) and will”) (except to the extent the Control Party, at the direction of the Controlling Class Representative, waives performance of all or part of the Warm Back-Up Management Duties (other than development of the Transition Plan) upon written notice to each of the Back-Up Manager, the Trustee (which shall provide such notice to the Noteholders) and the Co-Issuers) and shall, within fifteen (15) days after receipt of written notice of such Warm Back-Up Management Trigger Event, have taken all steps reasonably necessary to enable it to provide such duties:

(a) performing an in-depth situation analysis of the Manager and its financial position and of the Collateral and the Co-Issuers, based on information provided to the Back-Up Manager pursuant to the terms of this Agreement and the Indenture. In connection with such analysis, the Back-Up Manager shall analyze, inter alia, (1) the key drivers of historical performance, (2) the strategic business plan for the System to determine weaknesses (if any) and viability, and (3) the causes of poor performance, including pricing, cost structure and leverage;

(b) generating revised projections (including cash forecasts, income statements and balance sheets) for the Co-Issuers and the Collateral, which projections will be based on, inter alia, variance analyses and stress tests to sensitize forecasts and incorporate changes to the models provided to the Rating Agencies in connection with the issuance of ratings on the Notes;

(c) to the degree relevant based upon the Back-Up Manager’s analysis of the situation and at the written direction of the Servicer (including in its capacity as Control Party), identifying alternative suppliers and providers of services in connection with the System;

(d) at the written direction of the Servicer (including in its capacity as Control Party), at the Co-Issuers’ cost, obtaining appraisals and valuations of the Collateral; and

(e) developing a comprehensive transition plan (the ““Transition Plan””) with the assistance and oversight of the Servicer to prepare for a transition to a Successor Manager (other than the Back-Up Manager) if the Manager is terminated following the occurrence of a Manager Termination Event, pursuant to which the Back-Up Manager shall, based on the circumstances related to such Warm Back-Up Management Trigger Event:

(i) in consultation with the Manager, identify personnel then-employed by the Manager that could assist in the transfer of the Manager’s duties and obligations, including the transfer of accounting, receivables, payables, finance, payroll and other financial services, to a Successor Manager; and

(ii) in consultation with the Manager, identify and recommend individuals from the Manager’s existing management team, the Back-Up Manager’s own organization and from other organizations that could perform obligations under this Agreement and the Management Agreement.

Any Transition Plan may include, but is not limited to a recommendation to either terminate DPL’s position as Manager under the Management Agreement or re-engage DPL to serve as Manager under the Management Agreement. The Back-Up Manager will first submit the Transition Plan to the Servicer and the Trustee for the approval of the Servicer, and to the extent such approval is not granted, both the Back-Up Manager and the Servicer will continue to

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work in good faith to achieve such approval. Under no circumstances will the Transition Plan be finalized or implemented prior to the occurrence of a Hot Back-Up Management Trigger Event. The Control Party, acting at the direction of the Controlling Class Representative, may waive performance of all or part of the Warm Back-Up Management Duties (other than development of the Transition Plan) upon written notice to each of the Back-Up Manager, the Trustee (which shall provide such notice to the Noteholders) and the IssuerCo-Issuers. If an Advance Period has occurred and is continuing for at least sixty (60) days, the Back-Up Manager shall perform the duties specified in clauses (a), and (b) and (d) promptly after receiving written direction from the Control Party (an “Advance Period Notice”) and the performance of such duties shall be included within the definition of “Warm Back-Up Management Duties” for purposes of the Back-Up Manager’s compensation and expense reimbursement rights.

Section 2.5 Hot Back-Up Management Duties. For purposes of this Section 2.5, a ““Hot Back-Up Management Trigger Event”” shall mean the occurrence and continuation for at least thirty (30) days of a Manager Termination Event that has not been waived by the Control Party (at the direction of the Controlling Class Representative); provided that a Hot Back-Up Management Trigger Event shall not cease to be in effect until such time as all Collateral Protection Advance and Debt Service Advances, including any interest thereon, have been paid.

(a) If a Hot Back-Up Management Trigger Event has occurred and is continuing, the Control Party (at the direction of the Controlling Class Representative) may direct the Trustee to deliver a termination notice (a “Manager Termination Notice”) to terminate the Manager pursuant to Section 6.1(b) of the Management Agreement (with a copy to each of the Co-Issuers, the Back-Up Manager and the Rating Agencies). Delivery of a Manager Termination Notice to the Manager from the Trustee will not be required to terminate the Manager in respect of a Hot Back-Up Management Trigger Event caused by a Manager Termination Event described in clause (vi) of the definition thereof, for which termination of the Manager shall be automatic. Promptly following receipt of a written notice from the Trustee that a Hot Back-Up Management Trigger Event has occurred and is continuing, the Back-Up Manager shallwill perform the following additional duties (collectively, the ““Hot Back-Up Management Duties””):

(x) before the Series 2025-1 Springing Amendments Implementation Date:

(i) perform the Warm Back-Up Management Duties (to the extent the Back-Up Manager has not yet performed or completed such duties as of the date of the occurrence of such Hot Back-Up Management Trigger Event);

(ii) implement the Transition Plan, and, if so requested by the Trustee in writing (acting at the direction of the Control Party), assist the Trustee and the Servicer in identifying one or more Persons other than the Back-Up Manager to act as Successor Manager, within ninety (90) calendar days following the occurrence of such Hot Back-Up Management Trigger Event; and

(iii) take over the management of the Co-Issuers and the Manager and initiate reasonable steps necessary or advisable in connection with stabilizing the condition of each of the Co-Issuers and the Manager, as the case may be, pending the appointment of a Successor Manager, to: (A) exercise full inspection and audit rights against the Co-Issuers and the Manager and to protect the Collateral and the

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condition and value thereof, (B) restructure and re-negotiate one or more Related Documents previously entered into by any Co-Issuer, (C) make and implement personnel decisions, (D) hire external consultants and other qualified Persons to facilitate operations, and (E) liquidate Collateralassist the Control Party in the liquidation of the Collateral to the extent allowed or as directed to by the Trustee (at the direction of the Control Party (acting at the direction of the Controlling Class Representative)) under the Related Documents or applicable Requirements of Law, if reasonably necessary, subject to satisfaction of the applicable conditions to such actions under the applicable Related Documents.; and

(y) on and after the Series 2025-1 Springing Amendments Implementation Date:

(i) perform the Warm-Back-Up Management Duties (to the extent the Back-Up Manager has not yet performed or completed such duties as of the date of the occurrence of such Hot Back-Up Management Trigger Event);

(ii)(A) within ninety (90) calendar days following the occurrence of such Hot Back-Up Management Trigger Event (the “Initial Time Frame”), finalize the Transition Plan; provided that in the event that the Manager has not been terminated (i) simultaneous with the occurrence of such Hot Back-Up Management Trigger Event or (ii) within the Initial Time Frame, and the Back-Up Manager reasonably determines based on the then existing circumstances that the Transition Plan cannot be finalized within such Initial Time Frame and communicates the same in writing promptly to the Control Party, the Back-Up Manager may continue to work with the Control Party (such additional period of time following the end of the Initial Time Frame, as used herein, the “Additional Time Frame”) to further revise the Transition Plan based on the then existing circumstances until such time as the Manager has been terminated pursuant to the Management Agreement (as used herein, the “Manager Termination Date”) and the Transition Plan can be finalized (provided, that such Additional Time Frame to so finalize the Transition Plan shall in no event exceed thirty (30) days following the later of (i) the end of the Initial Time Frame and (ii) the Manager Termination Date), and (B) commence implementing the Transition Plan to the extent approved in accordance with this Agreement if either (1) the Back-Up Manager, at any time, (regardless of whether the Manager has failed to comply with its Disentanglement obligations and/or its Continuity of Services obligations, each as set forth under the Management Agreement), believes it is reasonably necessary to do so or (2) the Control Party (at the direction of the Controlling Class Representative) directs the Back-Up Manager to do so; and

(iii) if the Manager has been terminated or resigned pursuant to the terms of the Management Agreement, the Back-Up Manager shall take over the management of the Securitization Entities and initiate reasonable steps necessary or advisable in connection with stabilizing the condition of each of the Securitization Entities pending the appointment of a Successor Manager (other than the Back-Up Manager), to (A) exercise full inspection and audit rights against the Securitization Entities and to protect the Collateral and the condition and value thereof, (B) to the extent required in order to implement the Transition Plan and/or otherwise perform the Back-Up Manager’s duties under this Agreement, assist the Securitization Entities in restructuring, re-negotiating or terminating one or more Related Documents previously entered into by any Securitization Entity in each case in accordance with the terms of such Related

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Documents, (C) advise the Securitization Entities in making and implementing personnel decisions on behalf of such Securitization Entities, (D) assist the Securitization Entities in hiring external consultants and other qualified Persons to facilitate operations and (E) assist the Control Party in the liquidation of the Collateral to the extent allowed or as directed to by the Trustee (at the direction of the Control Party (acting at the direction of the Controlling Class Representative)) under the Related Documents or applicable Requirements of Law, if reasonably necessary, subject to satisfaction of the applicable conditions to such actions under the applicable Related Documents; provided that, to the extent that the Back-Up Manager makes a reasonable determination (i) that the Manager is complying with its Disentanglement and continuity of services obligations set forth in the Management Agreement, and (ii) any of the foregoing duties in clauses (A) through (E) fall within the scope of such obligations and are being performed by the Manager to a reasonable standard, the Back-Up Manager may work with the Manager to ensure that such obligations are being performed, but the Back-Up Manager shall remain responsible for the performance of such obligations.

Notwithstanding any such arrangement described above, the Back-Up Manager shall be obligated to the same extent and under the same terms and conditions as if the Back-Up Manager alone was performing such obligations in accordance with the terms of this Agreement. In all cases, the Back-Up Manager shall provide oversight and supervision with regard to the performance of all such obligations by the Manager. For the avoidance of doubt and notwithstanding anything to the contrary in the Related Documents, in the performance of its Hot Back-Up Management Duties, the Back-Up Manager shall not be required to assume ownership of any of the Securitization Entities or any of their assets, or to assume direct or indirect liability for any of them; provided, however, that for the avoidance of doubt, the foregoing shall not exculpate or otherwise impact, reduce or impair the scope of Back-Up Manager’s liability as set forth herein. Notwithstanding the foregoing, a Hot Back-Up Management Trigger Event shall not cease to be in effect until such time as all Advances, including any interest thereon, have been paid.

(b) UntilAfter delivery of a written notice from the Trustee to the Back-Up Manager of the occurrence of a Hot Back-Up Management Trigger Event and until a Successor Manager (other than the Back-Up Manager) is appointed by the Control Party (acting at the direction of the Controlling Class Representative), (x) before the Series 2025-1 Springing Amendments Implementation Date, the Back-Up Manager will serve as the Interim Successor Manager and will work with the Manager to implement the Transition Plan until a Successor Manager (other than the Back-Up Manager) has been appointed and (y) on and after the Series 2025-1 Springing Amendments Implementation Date, following delivery of the Termination Notice to the Back-Up Manager pursuant to the Management Agreement and until a Successor Manager (other than the Back-Up Manager) is appointed by the Control Party (acting at the direction of the Controlling Class Representative), the Back-Up Manager will serve as the Interim Successor Manager and will work with the Manager to implement the approved Transition Plan until a Successor Manager (other than the Back-Up Manager) has been appointed. If the Back-Up Manager serves as the Interim Successor Manager or, in its sole and absolute discretion, as the Successor Manager, the Back-Up Manager will actacts only in consultation with, and at the written direction of, the Servicer (including in its capacity as Control Party) (and, if otherwise required under the Related Documents, the Co-IssuersSecuritization Entities).

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The Back-Up Manager’s obligations to perform the Hot Back-Up Management Duties will terminate upon the appointment of a Successor Manager (other than the Back-Up Manager) by the Control Party (acting at the direction of the Controlling Class Representative) which Successor Manager has accepted such appointment; provided that if all Advances, including interest thereon, have not been repaid, the Hot Back-Up Management Trigger Event will remain in effect until reimbursement in full thereof to the Servicer. For the avoidance of doubt, under no circumstances will the Back-Up Manager be or be deemed to be the Successor Manager unless and until the Back-Up Manager agrees in writing to assume such role in its sole and absolute discretion. Any such assumption by the Back-Up Manager will be subject to the terms and conditions of a written agreement entered into at such time by and among the Securitization Entities, the Trustee and the Back-Up Manager, such written agreement to be in form and substance satisfactory to the Back-Up Manager in its sole and absolute discretion.

(c) The Securitization Entities and the Manager agree to fully and promptly cooperate with all reasonable requests of the Back-Up Manager for including, without limitation, information or access to management team members with respect to its provision of all Warm Back-Up Management Duties and all Hot Back-Up Management Duties during the continuation of a Warm Back-Up Management Trigger Event, during the continuation of a Hot Back-Up Management Trigger Event or if an Advance Period Notice has been deliveredcontinuing for at least sixty (60) days.

(d) In connection with the execution and delivery of this Agreement, the Securitization Entities shall execute and deliver on the Series 2025-1 Closing Date a power of attorney in substantially the form set forth as Exhibit A, which power of attorney shall become effective as of the date of the termination of the Manager pursuant to Section 6.1 of the Management Agreement, and which shall terminate immediately on the earliest of (i) the termination of this Agreement in accordance with Section 7.1 hereof, (ii) the resignation of the Back-Up Manager in accordance with Section 7.2 hereof and (iii) the appointment and acceptance of a Successor Manager in accordance with the terms of the Management Agreement. The Securitization Entities shall promptly execute such other or further documents as the Back-Up Manager may from time to time reasonably request to more completely effect or evidence the authority of the Back-Up Manager hereunder, including the delivery of such powers of attorney (or other similar authorizations) as the Back-Up Manager may reasonably request to enable it to carry out all of its rights, obligations and duties under Section 2.5 of this Agreement and the Master Issuer shall cause any Additional Securitization Entities joining this Agreement after the date hereof to execute and deliver the Back-Up Manager a power of attorney in substantially the form set forth as Exhibit A.

(e) Upon the delivery of (A) a Manager Termination Notice with respect to termination of the Manager pursuant to Section 6.1 of the Management Agreement and the commencement of the Hot Back-Up Management Duties pursuant to Section 2.5 of this Agreement and (B) a notice to the Manager from the Back-Up Manager or a Successor Manager, in writing, that the Back-Up Manager or Successor Manager, as applicable, has reasonably determined that the Manager has failed to comply with its Disentanglement and/or Continuity of Services obligations set forth in Section 6.3 of the Management Agreement, the Back-Up Manager or Successor Manager, as applicable, shall be authorized to, but shall not be obligated to, designate one individual to serve as a Transitional Director or a Transitional Officer, as applicable, of each Securitization Entity. For the avoidance of doubt, the Transitional Director, if

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any, shall be a director of Domino’s Pizza International Franchising Inc. and the Transitional Officer, if any, shall be an officer of each other Securitization Entity. The Master Issuer agrees to vote all of its shares and take any other action reasonably necessary to cause the election of a Transitional Director to the Board of Directors with respect to the applicable Securitization Entity upon written notice from the Back- Up Manager or Successor Manager, as applicable, of its election to designate an individual to serve as a Transitional Director pursuant to the terms of this Agreement. Each of the Securitization Entities agree to vote all of its respective limited liability company interests and take any other action reasonably necessary to cause the election of a Transitional Officer with respect to the applicable Securitization Entities upon written notice from the Back-Up Manager or Successor Manager, as applicable, of its election to designate an individual to serve as a Transitional Officer pursuant to the terms of this Agreement. Upon the occurrence of a Warm Back-Up Management Trigger Event, the Master Issuer agrees, if requested by the Back-Up Manager, to either amend Domino’s Pizza International Franchising Inc.’s certificate of incorporation and/or enter into an indemnity agreement, as applicable, to (i) add a waiver of opportunities provision to the formation documents of Domino’s Pizza International Franchising Inc. that is typical for a Delaware special purpose corporation similar to that of Domino’s Pizza International Franchising Inc. and (ii) ensure any Transitional Director is indemnified by Domino’s Pizza International Franchising Inc. on terms substantially similar to the indemnification provided in the limited liability company agreements of the other Securitization Entities. In carrying out duties as a Transitional Officer or Transitional Director, such Transitional Officer or Transitional Director, as applicable, may consider the Back-Up Manager’s duties and obligations under this Agreement. The Back-Up Manager’s obligations and liabilities will be limited to those in this Agreement regardless of any statutory or common law duties the Transitional Director has.

ARTICLE 3

INFORMATION

Section 3.1 Information provided by Manager. Upon request, the Manager will provide the Back-Up Manager, on a timely basis, with the certificates and reports listed in Section 2.3(a) and any other information reasonably requested by the Back-Up Manager to perform its obligations hereunder; provided, however, that the Back-Up Manager shall not require the Manager to produce reports or other information that the Manager does not currently produce or which would be unreasonably expensive or burdensome to prepare or produce. The Manager shall also provide the Back-Up Manager with any amendments to any Related Documents and shall provide the Back-Up Manager with copies of all Related Documents for each Series of Notes issued pursuant to the Indenture and with notice of any permanent reduction or termination pursuant to any Class A-1 Note Purchase Agreement.

Section 3.2 Reliance on Information. In connection with the performance of its obligations under this Agreement and the other Related Documents, the Back-Up Manager is entitled to conclusively rely upon any certification or other written information (including without limitation, any resolution, statement, instrument, report, notice request, direction, consent or any other written information) provided to it by or on behalf of the Manager, the Securitization Entities or the Servicer (including in its capacity as Control Party) without the obligation to investigate the accuracy or completeness of any such information or any certification and shall have no liability for actions taken or not taken in reasonable reliance thereon.

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Section 3.3 Delivery of Information by Back-Up Manager. Delivery of reports, information and documents to the Trustee, the Manager, the Servicer (including in its capacity as Control Party) and the Controlling Class Representative pursuant to Article 2 is for informational purposes only and the receipt by the Trustee, the Manager, the Servicer (including in its capacity as Control Party) and the Controlling Class Representative of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Co-Issuers’, the Manager’s, the Servicer’s (including in its capacity as Control Party) or any other entity’s compliance with any of its covenants under any of the Related Documents (as to which the Trustee, the Manager, the Servicer and the Controlling Class Representative is entitled to rely on officer’s certificates from such entities).

ARTICLE 4

COMPENSATION, EXPENSES AND INDEMNITY

Section 4.1 Compensation. As compensation for the performance of its obligations under this Agreement, in addition to the reimbursement of expenses pursuant to Section 4.2, the Back-Up Manager shall be entitled to (i) a fee as agreed upon under a separate fee letter among the Manager, the Securitization Entities and the Back-Up Manager, (ii) reimbursement of reasonable out-of-pocket expenses incurred in the performance of its duties ((i) and (ii) collectively referred to as the “Back-Up Manager Fees””) and (iii) on and after the Series 2021-1 Springing Amendments Implementation Date, the Back-Up Manager Consent Consultation Fees (including reasonable out-of-pocket expenses incurred in the performance of such consultation). The Back-Up Manager Fees and the Back-Up Manager Consent Consultation Fees will each be payable as a Securitization Operating Expense (if not otherwise paid at the closing of a Consent Request, Consent Recommendation or Advance) on each Weekly Allocation Date from amounts available for such purpose pursuant to, and in accordance with, the Priority of Payments. On and after the Series 2021-1 Springing Amendments Implementation Date, each Back-Up Manager Consent Consultation Fee (including any related reasonable out-of-pocket expenses incurred by Back-Up Manager in connection therewith), will be paid to the Back-Up Manager at the closing of the Consent Request, Consent Recommendation or Debt Service Advance or Collateral Protection Advance and as a condition precedent thereto and any such amounts due in connection with a Consent Request or, Consent Recommendation, Debt Service Advance or Collateral Protection Advance and not so timely paid at the closing of a Consent Request, a Consent Recommendation, or proposed Advance or if there is otherwise no closing with respect to any such Consent Request, Consent Recommendation, and/or such proposed Advance or if any such consent, approval, amendment, waiver, modification or other action is not given or consummated or such proposed Advance is not made, as due will be reimbursed as Securitization Operating Expenses (it being understood that in performing its duties as Back-Up Manager, Interim Successor Manager, or in its sole and absolute discretion as Successor Manager, in no event shall the Back-Up Manager be required to make any Manager Advances, Debt Service Advances and/or Collateral Protection Advances).

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Section 4.2 Reimbursable Costs. The Co-Issuers shall reimburse the Back-Up Manager for all reasonable and documented disbursements, expenses and out-of-pocket costs incurred or made by it in connection with the performance of its obligations under this Agreement; provided that (a) in the performance of its Cold Back-Up Management Duties, the Back-Up Manager must receive the prior written approval of the Master Issuer and the Manager prior to incurring expenses anticipated to exceed $5,00010,000 in the aggregate per trip or single occurrence, and reimbursements under clause (a) of this Section 4.2 shall not exceed $25,000 per annum without the prior written approval of the Master Issuer, (b) in the performance of its Warm Back-Up Management Duties, the Back-Up Manager must receive the prior written approval of the Control Party prior to incurring expenses anticipated to exceed $12,00015,000 in the aggregate per trip or single occurrence, and reimbursements under clause (b) this Section 4.2 shall not exceed $75,000 per annum without the prior written approval of the Control Party and (c) in the performance of its Hot Back-Up Management Duties, the Back-Up Manager must receive the prior written approval of the Control Party prior to incurring expenses anticipated to exceed $15,000 in the aggregate per trip or single occurrence, and reimbursements under clause (c) this Section 4.2 shall not exceed $100,000 per annum without the prior written approval of the Control Party. Such reimbursements of costs and expenses shall include the reasonable compensation, disbursements and expenses of the Back-Up Manager’s agents and outside counsel; provided, that in no event shall the foregoing consent requirements or cap limitations in this Section 4.2 apply to any Successor Manager Transition Expenses. The Co-Issuers shall not be required to reimburse any expense incurred by the Back-Up Manager through the Back-Up Manager’s own willful misconduct or gross negligence. Any reimbursable costs and expenses shall be payable to the Back-Up Manager on each Weekly Allocation Date only out of amounts available therefor under the Indenture in accordance with the Priority of Payments on such Weekly Allocation Date. The reimbursement of expenses and other costs pursuant to this Section 4.2 shall be payable as Securitization Operating Expenses in accordance with the Priority of Payments.

Section 4.3 Limitation of Liability of the Back-Up Manager.

(a) The Back-Up Manager will indemnify each of the Securitization Entities, the Servicer (both in its capacity as Servicer and Control Party) and their respective members, officers, directors, managers, employees and agents for all claims, losses, penalties, fines, forfeitures, legal fees, liabilities, obligations, damages, actions, suits, and related costs and judgments and other costs, fees and reasonable expenses that any of them may incur as a result of: (i) the material breach by the Back-Up Manager of any representation, warranty or covenant made by the Back-Up Manager under this Agreement; or (ii) the Back-Up Manager’s gross negligence, bad faith, willful misconduct or fraudulent behavior in the performance of its duties under this Agreement; provided, that the Back-Up Manager will have no obligation of indemnity to any such party to the extent any such claims, losses, penalties, fines, forfeitures, legal fees, liabilities, obligations, damages, actions, suits, and related costs and judgments and other costs, fees and reasonable expenses are caused by such party’s negligence (or, with respect to the Servicer, the Servicer’s gross negligence), bad faith, willful misconduct or fraudulent behavior. On and after the Series 2025-1 Springing Amendments Implementation Date, except in the case of the Back-Up Manager’s own gross negligence, bad faith, willful misconduct or fraudulent behavior, the Back-Up Manager’s aggregate liability for any and all claims arising under this Agreement or any other Related Documents will be limited to the amount equivalent to the fees actually paid to the Back-Up Manager under this Agreement during the twenty-four (24) month period preceding the occurrence giving rise to such claims, less any amounts previously paid by the Back-Up Manager during such twenty-four (24) month period on account of claims under this Agreement or other Related Documents less any amounts previously paid by the Back-Up Manager under this Agreement or other Related Documents and not reimbursed to the Back-Up Manager thereunder.

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(b) (a) Neither theExcept as set forth in the immediately preceding paragraph, none of Back-Up Manager nor any of its members, officers, directors, managers, employees or agents (collectively, the ““Back-Up Manager Indemnified Parties””) shallwill be under any liability to the Securitization Entities, the Manager, the Servicer, the Control Party, the Controlling Class Representative, the Trustee, or the Noteholders (i) for any action taken, or not taken, by the Back-Up Manager in good faith pursuant to this Agreement, (ii) on or after the Series 2025-1 Springing Amendments Implementation Date, for any action taken, or not taken, in good faith by the Back-Up Manager pursuant to this Agreement, or due to the Manager or any other party failing to comply with the terms and conditions of the Related Documents (including but not limited to the Management Agreement and this Agreement) after having been reasonably requested to comply therewith (it being understood that such a reasonable request will not be construed to require the Back-Up Manager to affirmatively take any legal, administrative, judicial or other action to enforce the provisions of the Related Documents), or (iii) for errors in judgment made in good faith by the Back-Up Manager unless it is proven that the Back-Up Manager was grossly negligent in ascertaining the pertinent facts; provided, however, that this provision shallwill not protect the Back-Up Manager Indemnified Parties against liability for any material breach of a representation, warranty or covenant made by the Back-Up Manager herein, or against any expense or liability specifically required to be borne thereby by the Back-Up Manager without right of reimbursement pursuant to the terms hereof, or against any liability that would otherwise be imposed by reason of gross negligence, bad faith, willful misconduct or fraudulent behavior in the performance of the Back Up- Manager’s obligations or duties hereunder or by reason of the Back-Up Manager’s grossly negligent disregard of such obligations or duties. The Back-Up Manager Indemnified Parties may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder or under any other Related Documents. The Back-Up Manager may rely upon, and shall have no liability for actions taken or not taken in good faith and in reasonable reliance upon, any resolution, certificate, statement, instrument, report, notice, request, direction, consent or other written information reasonably believed by it to be genuine and delivered by or on behalf of the Manager, the Securitization Entities or the Servicer (including in its capacity as Control Party) or the Trustee, or any other party to the Related Documents without the obligation to investigate the accuracy or completeness of any such certification or written information.

(c) (b) The Co-IssuersSecuritization Entities shall jointly and severally indemnify and hold harmless the Back-Up Manager Indemnified Parties from and against any claims, losses, penalties, fines, forfeitures, legal fees, liabilities, obligations, damages, actions, suits and related costs and judgments and other costs, fees and reasonable expenses that any of them may incur arising out of or incurred in connection with this Agreement, any other Related Document, the Notes, or any of the Collateral, other than any such claim, loss, penalty, fine, forfeiture, legal fee, liability, obligation, damage, action, suit and related cost, judgment or other cost, fee or reasonable expense: (i) specifically required to be borne by the Back-Up Manager pursuant to the terms hereof or otherwise incidental to the performance of obligations and duties under this Agreement in each such case, without right of reimbursement pursuant to the terms thereof; or (ii) that was incurred in connection with claims against the Back-Up Manager resulting from (A) any material breach of a representation, warranty or covenant made herein by the Back-Up Manager or (B) the gross negligence, bad faith, willful misconduct or fraudulent behavior of the Back-Up Manager.

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(d) (c) The Back-Up Manager shall not be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and in its opinion does not involve it in any ultimate expense or liability; provided, however, that the Back-Up Manager may, in its discretion, undertake any such action which it may reasonably deem necessary or desirable with respect to the enforcement and/or protection of its rights and duties. In such event, the reasonable legal expenses and costs of such action, and any liability resulting therefrom, shall be expenses, costs and liabilities of the Co-Issuers and the Back-Up Manager shall be entitled to the direct payment of such expense, or to be reimbursed therefor. All indemnities and reimbursements on account of the Back-Up Manager Indemnified Parties pursuant to this Section 4.3 shall be payable out of funds on deposit in the Collection Account in accordance with the Priority of Payments.

(d) The Back-Up Manager may rely on and shall be protected in acting and refraining from acting in good faith and in reliance upon any resolution, certificate, statement, instrument, report, notice, request, direction, consent or other document reasonably believed by it to be genuine and delivered by or on behalf of the appropriate Person.

(e) In connection with the performance of its obligations hereunder and under the other Related Documents, the Back-Up Manager is entitled to conclusively rely upon any certification or other written information (including, without limitation any resolution, statement, instrument, report, notice request, direction, consent or any other written information) provided to it by or on behalf of the Manager, the Securitization Entities or the Servicer (including in its capacity as Control Party) without the obligation to investigate the accuracy or completeness of any such information or any certification and shall have no liability for actions taken or not taken in reasonable reliance thereon.

(f) (e) In the exercise and performance of its duties and obligations hereunder or under any of the Related Documents, the Back-Up Manager (i) may act directly or through agents or attorneys pursuant to agreements entered into with any of them and (ii) may, except as otherwise provided in Section 4.3(c), at its own expense if it is acting solely on its own behalf and not on behalf of or for the benefit of the Noteholders, consult with counsel, accountants and other professionals or experts selected and monitored by the Back-Up Manager in good faith and in the absence of gross negligence, and the Back-Up Manager shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other professionals or experts.

(g) (f) No recourse may be taken, directly or indirectly, with respect to the obligations of the Back-Up Manager under this Agreement or any other Related Document or any certificate or other writing delivered in connection herewith or therewith, against any partner, owner, beneficiary, agent, officer, director, employee or agent of the Back-Up Manager, in its individual capacity, any holder of equity in the Back-Up Manager or in any successor or assign of the Back-Up Manager in its individual capacity, except as any such Person may have expressly agreed.

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(h) (g) In no event will the Back-Up Manager or any partner, owner, beneficiary, agent, officer, director, employee or agent of the Back-Up Manager be held liable for any exemplary, punitive, special, indirect or consequential damages of any kind resulting from any action taken or omitted to be taken by it or them under this Agreement. Additionally, the Back-Up Manager will not be liable for any claims, losses, penalties, fines, forfeitures, legal fees, liabilities, obligations, damages, actions, suits and related costs and judgments and other costs, fees and reasonable expenses, suffered by any party to any of the Related Documents arising out of or caused by any delay in, or failure of, performance by the Back-Up Manager, in whole or in part, arising out of, or caused by, circumstances beyond the Back-Up Manager’s control, including, without limitation: acts of God, earthquakes, fires, floods, wars, civil or military disturbances, sabotage, epidemics, pandemics, riots, interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service, accidents, labor disputes, acts of civil or military authority or governmental actions, natural disasters, floods, earthquakes, fires or other catastrophe or similar occurrences (it being understood that the Back-Up Manager shall use commercially reasonable efforts to resume performance as soon as practicable under the circumstances) or the inability or unwillingness of the Manager to perform its obligations under this Agreement, including as a result of a bankruptcy filing or other insolvency event of the Manager.

(i) (h) Notwithstanding anything to the contrary in any Related Document, in performing its duties as Back-Up Manager, the Interim Successor Manager or in its sole and absolute discretion as Successor Manager, in no event will the Back-Up Manager assume or be responsible for any financial obligations or liabilities of the Manager, the Securitization Entities, the Servicer, the Control Party, any Class A-1 Administrative Agent or any other Person in connection with the performance of itssuch duties pursuant to this Agreement, the Management Agreement or any other Related Document. Any such obligations or liabilities will be the sole responsibility of the Securitization Entities or the Manager.

Section 4.4 Insurance. (a) Following a Warm Back-Up Management Trigger Event, the Manager shall use commercially reasonable efforts to cover (i) any duly appointed Transitional Officer or Transitional Director, as applicable, as an “insured person”, “executive” or “individual insured” on the directors’ and officers’ insurance policy, professional liability, commercial general liability, errors and omissions, cyber, and employer’s liability insurance policy of the Manager or the Securitization Entities and (ii) the Back-Up Manager as an “additional insured” on the commercial general liability policy and, in each case, on any such other insurance policies maintained or required to be maintained by the Securitization Entities pursuant to the Related Documents and maintained or required to be maintained by the Manager for the benefit of the Securitization Entities pursuant to the Management Agreement (including, without limitation, any professional liability, errors and omissions, cyber, or employment practices liability insurance policies), in each case, within 30 days of a Warm Back-Up Management Trigger Event (or, other time as agreed to by the Back-Up Manager, or, if earlier, upon the occurrence of a Hot Back-Up Management Trigger Event) and on terms and in a manner reasonably acceptable to the Back-Up Manager.

(b) Unless otherwise agreed to by the Back-Up Manager, the Securitization Entities and the Manager, as applicable, will maintain or cause to be maintained all the insurance coverage required pursuant to the terms of the Related Documents. Further, any insurance policy under which the Back-Up Manager and/or the Transitional Officer or Transitional Director, as applicable, is covered shall not, in any case, be cancelled, non-renewed or lapse for non-payment of premiums, without ten (10) days’ prior written notice to the Back-Up Manager.

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(c) Upon the occurrence of a Warm Back-Up Management Trigger Event (or, if earlier, a Hot Back-Up Management Trigger Event), at the written request of the Back-Up Manager, the Manager and the Securitization Entities will provide evidence satisfactory to the Back-Up Manager that the Back-Up Manager and/or the Transitional Officer or Transitional Director, as applicable, is covered by the insurance required pursuant to Section 4.4(a) above. If such evidence is not provided to the Back-Up Manager within thirty (30) days following such written request (or, if not reasonably practicable despite the Manager’s and the Securitization Entities’ commercially reasonable efforts, sixty (60) days following such written request or, if earlier, upon the occurrence of a Hot Back-Up Management Trigger Event), the Back-Up Manager may purchase (at the Securitization Entities’ sole cost and expense) such coverage with minimum limits meeting the existing insurance in place for the Securitization Entities and/or the Manager that the Back-Up Manager or Transitional Officer or Transitional Director, as applicable, was obligated to be added to pursuant to clause (a) above, or such coverage that is usual and customary (as determined by the Back-Up Manager in good faith following consultation with its insurance broker or other advisors) for a back-up manager in similar transactions performing similar Hot Back-Up Management Duties to those contemplated under this Agreement (which may include, without limitation, its own directors’ and officers’ insurance policy or errors and omissions policy, as the case may be) and the cost of such policy will be considered either Securitization Operating Expense or Successor Manager Transition Expense. For the avoidance of doubt, the cost of any such insurance purchased by the Back-Up Manager in accordance with the terms of this Section 4.4 shall in no event be subject to the consent provisions set forth in Section 4.2.

ARTICLE 5

THE BACK-UP MANAGER

Section 5.1 Representations and Warranties Concerning the Back-Up Manager. The Back-Up Manager represents and warrants to the Co-Issuers, the other Securitization Entities party hereto and the Trustee, as of the date hereof and each Series Closing Date (except if otherwise expressly noted), as follows:

(a) Organization and Good Standing. It is a duly organized, validly existing corporation in good standing under the laws of the state of its organization. It has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Agreement.

(b) Power and Authority. The execution and delivery of this Agreement and the performance by the Back-Up Manager of its duties hereunder have been duly authorized by all necessary action on its part.

(c) No Conflicts. The execution and delivery of this Agreement will not (i) conflict with any provision of the certificate of incorporation of the Back-Up Manager or the by-laws of the Back-Up Manager, (ii) violate or result in a breach of any material contract to which the Back-Up Manager is a party or (iii) violate any law to which the Back-Up Manager is subject, except, in the case of clauses (ii) and (iii) for such violation or breaches which would not, individually or in the aggregate, have or reasonably be expected to have a material adverse effect on the business, operations, assets, liabilities or financial condition of the Back-Up Manager or a material adverse effect on the ability of the Back-Up Manager’s ability to perform its obligations under this Agreement.

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(d) Due Execution and Delivery. This Agreement has been duly executed and delivered by the Back-Up Manager and constitutes a legal, valid and binding obligation of the Back-Up Manager, enforceable against the Back-Up Manager in accordance with its terms except as such enforceability may be limited by the Bankruptcy Code and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity) or by an implied covenant of good faith and fair dealing.

Section 5.2 Limitations of Responsibility of the Back-Up Manager. The Back-Up Manager will have no responsibility under this Agreement other than to render the services called for hereunder in good faith and, to the extent applicable, consistent with this Agreement.

Section 5.3 Right to Receive Instructions. In the event that the Back-Up Manager is unable to decide between alternative courses of action, or is unsure as to the application of any provision of this Agreement or any Related Document, or any such provision is, in the good faith judgment of the Back-Up Manager, ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement or any Related Document permits any determination by the Back-Up Manager or is silent or is incomplete as to the course of action that the Back-Up Manager is required to take with respect to a particular set of facts, the Back-Up Manager may give notice (in such form as shall be appropriate under the circumstances) to the Control Party requesting instructions in accordance with the Base Indenture and, to the extent that the Back-Up Manager shall have acted or refrained from acting in good faith in accordance with any such instructions received from the Control Party, the Back-Up Manager shall not be liable on account of such action or inaction to any Person. If the Back-Up Manager shall not have received appropriate instructions from the Control Party within ten (10) days of such notice (or within such shorter period of time reasonably appropriate under the circumstances as may be specified in such notice) the Back-Up Manager may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Related Documents, as the Back-Up Manager shall deem to be in the best interests of the Noteholders and the Securitization Entities. The Back-Up Manager shall have no liability to any Person for such action or inaction taken in reliance on the preceding sentence except for the Back-Up Manager’s own gross negligence, bad faith, willful misconduct or fraudulent behavior.

Section 5.4 Independent Contractor. In performing its obligations as Back-Up Manager hereunder the Back-Up Manager acts solely as an independent contractor of the Co-Issuers, the Trustee, each of the Other Securitization Entities and the Controlling Class Representative. Nothing in this Agreement shall, or shall be deemed to, create or constitute any joint venture, partnership, employment, or any other relationship between any Securitization Entity, the Trustee, the Manager, the Servicer (including in its capacity as Control Party) or the Controlling Class Representative and the Back-Up Manager other than the independent contractor contractual relationship established hereby. The Back-Up Manager shall not be, nor shall be deemed to be, liable for any acts or obligations of the Securitization Entities, the Manager, the Servicer, the Control Party, the Controlling Class Representative or the Trustee and, without limiting the foregoing, the Back-Up Manager shall not be liable under or in connection with the Notes.

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ARTICLE 6

CONFIDENTIALITY

Section 6.1 Confidentiality. ““Confidential Information”” means information (including Know-How) treated as confidential and proprietary by Holdco, the Securitization Entities or the Manager that is disclosed to the Back-Up Manager.

(a) The Back-Up Manager acknowledges that during the term of this Agreement it may receive Confidential Information from Holdco, the Securitization Entities and the Manager. The Back-Up Manager agrees to maintain the Confidential Information in the strictest of confidence and will not, at any time, use, disseminate or disclose any Confidential Information to any person or entity other than those of its employees or representatives who have a ““need to know”” and who have been apprised of this restriction except as expressly provided in this Agreement. The Back-Up Manager shall be liable for any breach of this Article 6 by any of its employees or representatives and shall immediately notify the Manager in the event of any loss or disclosure of any Confidential Information. Confidential Information shall not include information that: (i) is already known to the Back-Up Manager without restriction on use or disclosure prior to receipt of such information from Holdco, a Co-Issuer or the Manager; (ii) is or becomes part of the public domain other than by breach of this Agreement by, or other wrongful act of, the Back-Up Manager; (iii) is developed by the Back-Up Manager independently of and without reference to any Confidential Information; (iv) is received by the Back-Up Manager from a third party who is not under any obligation to Holdco, the Co-Issuers or the Manager to maintain the confidentiality of such information or (v) is required to be disclosed by applicable law, statute, rule, regulation, subpoena, court order or legal process; provided that the Back-Up Manager promptly notifies Holdco, the Securitization Entities and the Manager of such requirement and reasonably cooperates with ▇▇▇▇▇▇, the Securitization Entities and the Manager to minimize the extent of such disclosure. The duties hereunder shall survive termination of this Agreement and (A) for trade secret information, shall continue for as long as such information remains a trade secret under applicable law, and (B) for all other Confidential Information, shall continue for three (3) years after the termination of this Agreement in accordance with Section 7.1 hereof.

(b) All books, records, documents, papers or other materials relating to Holdco’s, the Securitization Entities’ or the Manager’s business, Intellectual Property, customers, suppliers, distributors, franchisees, products or projects received by the Back-Up Manager containing Confidential Information or other proprietary information or trade secrets of the Holdco, any Securitization Entity or the Manager, including any copies thereof shall at all times be and remain the property of the Holdco, the applicable Securitization Entity or the Manager, as the case may be, and shall be destroyed or returned immediately to Holdco, the applicable Securitization Entity or the Manager, as the case may be, upon termination of this Agreement, or earlier at the request of Holdco, the applicable Securitization Entity or the Manager; provided, however, that the Back-Up Manager may retain such limited media and materials containing Confidential Information for customary archival and audit purposes (including with respect to regulatory compliance) only for reference with respect to the prior dealings between the parties and subject to the confidentiality terms of this Agreement. To the extent the Back-Up Manager

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is required to return or destroy materials containing Holdco’s, the Securitization Entities’ or the Manager’s Confidential Information as described in this Section 6.1(b), the Back-Up Manager shall provide a certificate of an authorized employee attesting to the return and/or destruction of such materials upon request.

(c) Nothing in this Article 6 shall be construed as preventing ▇▇▇▇▇▇, the Co-Issuers, the Manager or the Trustee from pursuing any and all remedies available to it for the breach or threatened breach of covenants made in this Article 6, including recovery of money damages for temporary or permanent injunctive relief.

(d) It is understood that nothing in this Agreement is intended to preclude the Back-Up Manager or its affiliates from engaging in related types of consulting work with other firms or organizations, whether in a related business or otherwise; provided that reasonable and proper professional safeguards are maintained to ensure that Confidential Information is not made available to such others.

ARTICLE 7

MISCELLANEOUS PROVISIONS

Section 7.1 Term; Termination of Agreement. The duties and obligations of the Back-Up Manager under this Agreement shall continue for a period of seven (7) years from the date of the Original Back-Up Management Agreement, and will automatically renew for one (1) year periods on each anniversary, unless this Agreement is earlier terminated by the Trustee, acting at the direction of the Control Party at any time, by providing five (5) days prior written notice thereof to the Manager, the Back-Up Manager, the Co-Issuers, the Servicer and the Rating Agencies. This Agreement will also terminate upon (a) the satisfaction and discharge of the Indenture pursuant to Article 12 of the Base Indenture, (b) the assumption by the Back-Up Manager, in Back-Up Manager’s sole and absolute discretion, of all rights and obligations of the Manager as a Successor Manager appointed by the Control Party (acting at the direction of the Controlling Class Representative) pursuant to Section 6.1(b) of the Management Agreement, (c) the resignation of the Back-Up Manager pursuant to Section 7.2 or (d) the final payment or other liquidation of the last Securitized Asset.

Section 7.2 Resignation.

(a) The Back-Up Manager may not resign as Back-Up Manager except upon determination that (a) the performance of its duties under this Agreement is no longer possible under applicable law and (b) there is no reasonable action the Back-Up Manager could take to make the performance of its duties under this Agreement permissible under applicable law. Any such determination under clause (a) above requiring the Back-Up Manager’s resignation will be evidenced by an Opinion of Counsel to such effect, delivered to the Trustee, the Control Party, the Co-Issuers and the Manager. In addition, the Back-Up Manager will be permitted to resign if (x) prior to the Series 2025-1 Springing Amendments Implementation Date, all or any portion of the Back-Up Manager FeeFees or (y) on and after the Series 2025-1 Springing Amendments Implementation Date, all or any portion of any fees, expenses, indemnifications or other amounts, in each case, due and owing to the Back-up Manager remains unpaid for more than sixty (60) days after it becomes due and payable., it being understood that the Back-Up Manager shall not have the right to resign under this subpart (y) until the Back-Up Manager has delivered

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to the Servicer and Trustee written notice (which may be transmitted via email) setting forth such outstanding unpaid amounts, together with the related invoices (to the extent applicable) (the “Back-Up Manager Unpaid Sums Certification” ) and thereafter, Servicer has not made a Collateral Protection Advance in accordance with the Servicing Agreement (whether because of a Nonrecoverability Advance determination, an Advance Suspension Period or otherwise) that pays the Back-Up Manager such outstanding unpaid amounts in full on or prior to the later of fifteen (15) days following delivery of the Back-Up Manager Unpaid Sums Certification and expiration of such sixty (60) day period. Notwithstanding the foregoing or anything to the contrary herein, any Collateral Protection Advance made to pay such amounts to the Back-Up Manager shall in no event prevent the Back-Up Manager from resigning pursuant to subpart (y) of the prior sentence in the event of any subsequent failures to pay all or any portion of any fees, expenses, indemnifications or other amounts, in each case, due and owing to the Back-Up Manager which remain unpaid for more than sixty (60) days (subject to the requirements above regarding providing the Back-Up Manager Unpaid Sums Certification). Following the resignation of the Back-Up Manager or termination of this Agreement, in each case, the Back-Up Manager will be entitled to receive all accrued and unpaid Back-Up Manager Fees, and Back-Up Manager Consent Consultation Fees, expenses and any indemnification payments and any other amounts then due and payable to the Back-Up Manager subject to and in accordance with the Priority of Payments.

(b) Notwithstanding the foregoing, on and after theif the Co-Issuers intend to issue Additional Notes on or after the Series 2021-1 Springing Amendments Implementation Date, if the Co-Issuers intend to issue a new Series of Notes after the Series 2021-1 Closing Date (excluding, for the avoidance of doubt, Offered Notes issued on the Series 2021-1 Closing Date), if the Back-Up Manager determines that it is substantially reducing or winding down its role in serving as a back-up manager in the whole business securitization marketplace, the Back-Up Manager may choose to resign as Back-Up Manager by providing written notice of its decision to the Co-Issuers (or such other party that provided written notice to the Back-Up Manager under clause (a), (b) or (c) in this sentence) within fifteen (15) Business Days of the earliest of receipt by the Back-Up Manager of (a) written notice from the Co-Issuers of such intent to issue a new Series ofAdditional Notes, (b) written invitation to an initial organizational call for such issuance of a new Series ofAdditional Notes (or subsequent organizational call related thereto) or (c) a draft copy of an offering memorandum or other transaction document in connection with such issuance of a new Series ofAdditional Notes. If Back-Up Manager resigns as set forth in this provision, and thus does not consent to continue its obligations under this Agreement, such termination shall be effective on the date of such new issuance.

(c) On and after the Series 2025-1 Springing Amendments Implementation Date, the Back-Up Manager will not be required, pursuant to this Agreement (other than the indemnification provisions above) or any other Related Document, to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights, powers or obligations under this Agreement if the Back-Up Manager has reasonable grounds for believing that any of the Back-Up Manager Fees, Back-Up Manger Consent Consultation Fees, or any other funds to be received by the Back-Up Manager from any Transaction Party pursuant to the Related Documents, are insufficient to repay such funds or adequately indemnify the Back-Up Manager against such risk or liability.

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Section 7.3 Amendment. This Agreement may only be amended, waived, supplemented or otherwise modified from time to time by a writing signed by the parties hereto. Any amendment or modification effected contrary to the provisions of this Section 7.3 shall be null and void. Unless otherwise specified in such waiver, a waiver of any right under this Agreement shall be effective only in the specific instance and for the specific purpose for which it is given. No election not to exercise, failure to exercise or delay in exercising any right, nor any course of dealing or performance, shall operate as a waiver of any right under this Agreement or applicable law, nor shall any single or partial exercise of any such right preclude any other for further exercise thereof or the exercise of any other right under this Agreement or applicable law. On and after the Series 2021-1 Springing Amendments Implementation Date, neithernotwithstanding anything to the contrary set forth in any Related Document, the Indenture norand any other Related Document may not be amended without the Back-Up Manager’s consent if such amendment would adversely affect the Back-Up Manager’s rights, indemnities, protections, remedies, liabilities, obligations, duties and/or immunities under this Agreement, the Indenture or any other Related Document.

Section 7.4 Successors and Assigns; Additional Co-Issuers. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto provided, however, that the Back-Up Manager may not assign or transfer any of its rights or obligations hereunder without the prior written consent of the Master Issuer, the Manager, the Trustee and the Control Party. Any Affiliate of Holdco that becomes a co-issuer of Notes under the Indenture may become a party to this Agreement by entering into a written addendum pursuant to which such Affiliate agrees to all of the provisions of this Agreement and to assume all of the rights, duties and obligations of a Co-Issuer hereunder.

Section 7.5 Nonpetition Covenant. The Back-Up Manager shall not, prior to the date that is one year and one day after the payment in full of the Outstanding Principal Amount of the Notes of each Series, petition or otherwise invoke the process of any court or governmental authority for the purpose of commencing or sustaining a case against any Securitization Entity under any insolvency law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of such Securitization Entity or any substantial part of its property, or ordering the winding up or liquidation of the affairs of such Securitization Entity. For the avoidance of doubt, this Section 7.5 shall not extend to any Transitional Officer or Transitional Director appointed by the Back-Up Manager or any actions taken by such Transitional Officer or Transitional Director.

Section 7.6 Acknowledgement. Without limiting the foregoing, the Back-Up Manager hereby acknowledges that, on the date hereof, the Securitization Entities will pledge to the Trustee under the Indenture and the Global G&C Agreement, all of such Securitization Entities’ right and title to, and interest in, this Agreement, and such pledge includes all of such Securitization Entities’ rights, remedies, powers and privileges, and all claims of such Securitization Entities against the Back-Up Manager, under or with respect to this Agreement (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity), including (i) the rights of such Securitization Entities and the obligations of the Back-Up Manager hereunder and (ii) the right, at any time, to give or withhold consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement or the obligations in respect of the Back-Up Manager hereunder to the same extent as such Securitization Entities may do. The Back-Up Manager hereby consents to such pledges described above, acknowledges and agrees that (x) the Servicer (in its capacity as Servicer and as Control Party)

25

shall be a third-party beneficiary of the rights of such Securitization Entities arising hereunder and (y) that the Trustee and the Control Party may, to the extent provided under the Base Indenture, enforce the provisions of this Agreement, exercise the rights of such Securitization Entities and enforce the obligations of the Back-Up Manager hereunder without the consent of such Securitization Entities.

Section 7.7 Governing Law; Waiver of Jury Trial; Jurisdiction.

THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CHOICE OF LAW RULES (OTHER THAN SECTION 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

(a) The parties hereto each hereby waives any right to have a jury participate in resolving any dispute, whether in contract, tort or otherwise, arising out of, connected with, relating to or incidental to the transactions contemplated by this Agreement.

(b) The parties hereto each hereby irrevocably submits (to the fullest extent permitted by applicable law) to the non-exclusive jurisdiction of any New York state or federal court sitting in the borough of Manhattan, New York City, State of New York, over any action or proceeding arising out of or relating to this Agreement or any Related Documents, and the parties hereto hereby irrevocably agree that all claims in respect of such action or proceeding shall be heard and determined in such New York state or federal court. The parties hereto each hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection each may now or hereafter have, to remove any such action or proceeding, once commenced, to another court on the grounds of forum non conveniens or otherwise.

Section 7.8 Notices. All notices, requests or other communications desired or required to be given under this Agreement shall be in writing and shall be sent by (a) certified or registered mail, return receipt requested, postage prepaid, (b) national prepaid overnight delivery service, (c) telecopy or other facsimile transmission (following with hard copies to be sent by national prepaid overnight delivery service) or (d) personal delivery with receipt acknowledged in writing, to the addresses set forth below. If the Indenture or this Agreement permits reports to be posted to a password-protected website, such reports shall be deemed delivered when posted on such password-protected website so long as (i) notice has been provided to such recipients by electronic mail or other method of notice permitted hereunder to the effect that such information shall thereafter be made available by posting to such password-protected website and (ii) the recipient/user has enabled email notification of postings. Any party hereto may change its address for notices hereunder by giving notice of such change to the other parties hereto; provided that the Manager shall notify the other parties of the address of the Controlling Class Representative and of any change of identity or address of the Controlling Class Representative or any Rating Agency. All notices and demands to any Person hereunder shall be deemed to have been given either at the time of the delivery thereof at the address of such Person for notices hereunder, or on the third day after the mailing thereof to such address, as the case may be. All notices, requests or other communications under this Agreement shall be given to the parties hereto at the following addresses:

If to the Master Issuer:

Domino’s Pizza Master Issuer LLC

▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇

P.O. Box 485

26

Ann Arbor, MI 48105

Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇

Facsimile: [***]

Attention: General Counsel

Email: [***]

If to the IP Holder:

Domino’s IP Holder LLC

▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇

P.O. Box 485

Ann Arbor, MI 48105

Attention: ▇▇▇▇▇▇ ▇. LevyGeneral Counsel

Email: [***]

[***]

If to the Domestic DistributorSupply Chain Holder:

Domino’s Pizza Distribution LLC

▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇

P.O. Box 485

Ann Arbor, MI 48105

Attention: ▇▇▇▇▇▇ ▇. LevyGeneral Counsel

Email: [***]

[***]

[***]

If to SPV Canadian Holdco:

Domino’s SPV Canadian Holding Company Inc.

▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇

P.O. Box 485

Ann Arbor, MI 48105

Attention: ▇▇▇▇▇▇ ▇. LevyGeneral Counsel

Email: [***]

[***]

[***]

If to the Manager:

Domino’s Pizza LLC

▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇

P.O. Box 997

Ann Arbor, MI 48106

27

Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Email: [***]

[***]

Attention: General Counsel

Email: [***]

with a copy to:

Ropes & Gray LLP

Prudential Tower

▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Boston, Massachusetts 02199

Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Email: [***]

If to any Co-Issuer with a copy to:

Domino’s Pizza LLC

▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇

P.O. Box 997

Ann Arbor, MI 48106

Attention: ▇▇▇▇▇▇ ▇. LevyGeneral Counsel

Email: [***]

[***]

[***]

Ropes & Gray LLP

Prudential Tower

▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Boston, Massachusetts 02199

Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Email: [***]

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If to the Back-Up Manager:

FTI Consulting, Inc.

▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇

▇ ▇▇▇▇▇ ▇▇▇▇▇▇

11th Floor

New York, NY 10036

Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Senior Managing DirectorMichael

Baumkirchner

E-Mail: [***]

[***]

[***]

[***]

Facsimile: 212-499-3636212-841-9350

If to the Servicer:

Midland Loan Services, a division of PNC Bank, National Association

▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,

▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇,

Overland Park, Kansas 66210

Attn: President

facsimile: [***]

Email: [***]

If to the Trustee:

Citibank, N.A.

▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

New York, NY 10013

Attention: Agency & Trust — Domino’s

Email: [***]

[***]

If to the Controlling Class Representative:

At the address to be provided by the Controlling Class Representative pursuant to the Base Indenture.

Section 7.9 Delivery Dates. If the due date of any notice, certificate or report required to be delivered by the Back-Up Manager hereunder falls on a day that is not a Business Day, the due date for such notice, certificate or report shall be automatically extended to the next succeeding day that is a Business Day.

29

Section 7.10 Entire Agreement. This Agreement and the documents referenced herein, including the Management Agreement, the Indenture and the Related Documents, set forth the entire agreement and understanding of the parties relating to the subject matter hereof and supersede all prior and contemporaneous agreements and understandings, whether oral or written, relating to the subject matter hereof.

Section 7.11 Severability of Provisions. If one or more of the provisions of this Agreement shall be for any reason whatever held invalid or unenforceable, such provisions shall be deemed severable from the remaining covenants, agreements and provisions of this Agreement and such invalidity or unenforceability shall in no way affect the validity or enforceability of such remaining provisions, or the rights of any parties hereto. To the extent permitted by law, the parties hereto waive any provision of law which renders any provision of this Agreement invalid or unenforceable in any respect.

Section 7.12 Binding Effect; Limited Rights of Others. The provisions of this Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto. Except as provided in the preceding sentence and in Section 7.4 and Section 7.6, nothing in this Agreement expressed or implied, shall be construed to give any Person other than the parties hereto any legal or equitable right, remedy or claim under or in respect of this Agreement or any covenants, agreements, representations or provisions contained herein.

Section 7.13 Article and Section Headings. The Article and Section headings herein are for convenience of reference only, and shall not limit or otherwise affect the meaning hereof.

Section 7.14 Survival. The provisions of Sections 4.1, 4.2, 4.3, 7.7 and this Section 7.14 shall survive the termination of this Agreement.

Section 7.15 Counterparts; Electronic Signatures and Transmission. This Agreement may be executed in by the parties hereto in several counterparts, each of which when so executed shall be an original and all of which when taken together shall constitute but one and the same instrument. For purposes of this Agreement, any reference to “written” or “in writing” means any form of written communication, including, without limitation, electronic signatures, and any such written communication may be transmitted by Electronic Transmission. “Electronic Transmission” means any form of communication not directly involving the physical transmission of paper, including the use of, or participation in, one or more electronic networks or databases (including one or more distributed electronic networks or databases), that creates a record that may be retained, retrieved and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process. The TrusteeBack-Up Manager is authorized to accept written instructions, directions, reports, notices or other communications delivered by Electronic Transmission and shall not have any duty or obligation to verify or confirm that the Person sending instructions, directions, reports, notices or other communications or information by Electronic Transmission is, in fact, a Person authorized to give such instructions, directions, reports, notices or other communications or information on behalf of the party purporting to send such Electronic Transmission, and the TrusteeBack-Up Manager shall not have any liability for any losses, liabilities, costs or expenses incurred or sustained by any party as a result of such reliance upon or compliance with such instructions, directions, reports, notices or other communications or information to the TrusteeBack-Up Manager, including, without limitation, the risk of the TrusteeBack-Up Manager acting on unauthorized instructions, notices, reports

30

or other communications or information, and the risk of interception and misuse by third parties (except to the extent such action results from gross negligence, willful misconduct or fraud by the TrusteeBack-Up Manager). Any requirement in this Agreement that is to be signed or authenticated by “manual signature” or similar language shall not be deemed to prohibit signature to be by facsimile or electronic signature and shall not be deemed to prohibit delivery thereof by Electronic Transmission. Notwithstanding anything to the contrary in this Agreement, any and all communications (both text and attachments) by or from the TrusteeBack-Up Manager that the TrusteeBack-Up Manager in its sole discretion deems to contain confidential, proprietary and/or sensitive information and sent by Electronic Transmission will be encrypted. The recipient of the Electronic Transmission will be required to complete a one-time registration process.

Section 7.16 Amendment and Restatement. The parties hereto agree that in each of their respective capacities under the Original Back-Up Management Agreement that (i) this Agreement amends, restates and supersedes the Original Back-Up Management Agreement in its entirety by this Agreement and shall be of no further force or effect except as amended and restated hereby and (ii) from and after the date hereof, all references in each Related Document to the Original Back-Up Agreement or the “Back-Up Management Agreement” shall be deemed and agreed to refer to this Agreement.

[The remainder of this page is intentionally left blank]

31

IN WITNESS WHEREOF, the parties hereto have caused this Back-Up Management and Consulting Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written.

Domino’s - Back-Up Management and Consulting Agreement

Domino’s - Back-Up Management and Consulting Agreement

Domino’s - Back-Up Management and Consulting Agreement

Domino’s - Back-Up Management and Consulting Agreement

Domino’s - Back-Up Management and Consulting Agreement

Domino’s - Back-Up Management and Consulting Agreement

Index to Terms Defined in this Agreement

Domino’s - Back-Up Management and Consulting Agreement

EXHIBIT A

POWER OF ATTORNEY OF THE SECURITIZATION ENTITIES

KNOW ALL PERSONS BY THESE PRESENTS, that in connection with the Back-Up Management Agreement, dated as of April 16, 2021 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Back-Up Management Agreement”), by and among Domino’s Pizza Master Issuer LLC (the “Master Issuer”), a Delaware limited liability company, the Master Issuer’s direct, wholly-owned subsidiaries, Domino’s IP Holder LLC, a Delaware limited liability company (the “IP Holder”), Domino’s Pizza Distribution LLC, a Delaware limited liability company (the “Domestic Supply Chain Holder”), Domino’s Progressive Foods Distribution LLC, a Delaware limited liability company (the “PFS Domestic Supply Chain Holder”) and Domino’s SPV Canadian Holding Company Inc., a Delaware corporation (the “SPV Canadian Holdco” and, together with the Master Issuer, the IP Holder, the Domestic Supply Chain Holder and the PFS Domestic Supply Chain Holder and their respective successors and assigns, and any other affiliate of Domino’s Pizza, Inc. a Delaware corporation (together with its successors and assigns, “Holdco”), that becomes a Co-Issuer under the Indenture and its successor and assigns, collectively, the “Co-Issuers” and each, a “Co-Issuer”); Domino’s Pizza LLC, a Michigan limited liability company (“DPL”, and together with its successors and assigns, the “Manager”); the Other Securitization Entities (as defined therein) (together with the Co-Issuers, the “Securitization Entities”) ; Citibank, N.A. (“Citibank”), as trustee (together with its successors and assigns, the “Trustee”); and FTI Consulting, Inc., a Maryland corporation, as back-up manager (together with its successors and assigns, the “Back-Up Manager”), the Securitization Entities hereby appoint, effective as of the date of the termination of the Manager pursuant to Section 6.1 of the Management Agreement, and terminating immediately on the earliest of (i) the termination of the Back-Up Management Agreement in accordance with Section 7.1 of the Back-Up Management Agreement, (ii) the resignation of the Back-Up Manager in accordance with Section 7.2 of the Back-Up Management Agreement and (iii) the appointment and acceptance of a Successor Manager in accordance with the terms of the Management Agreement, the Back-Up Manager and all officers thereof as their true and lawful attorney in fact, with full power of substitution, in connection with performing all obligations under Section 2.5 of the Back-Up Management Agreement and as more fully described below, with full irrevocable power and authority in the place of the Securitization Entities and in the name of each Securitization Entity or in its own name as agent of the Securitization Entities, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the foregoing, subject to the Back-Up Management Agreement, including, without limitation, the full power to:

(a) perform such functions and duties, and prepare and file such documents, as are required under the Back-Up Management Agreement to be performed, prepared and/or filed by any of the Securitization Entities, including:

(i) finalize and implement the Transition Plan in accordance with the terms thereof to the extent the Transition Plan has been approved in accordance with the terms of the Back-Up Management Agreement;

(ii) if the Manager has been terminated or resigned, take over the management of the Securitization Entities and initiate reasonable steps necessary or advisable in connection with stabilizing the condition of each of the Securitization Entities pending the appointment of a Successor Manager to the extent necessary, to: (A) exercise full inspection and audit rights against the Securitization Entities and to protect the Collateral and the condition and

value thereof, (B) to the extent required in order to implement the Transition Plan and/or otherwise perform the Back-Up Manager’s duties under this Agreement, assist the Securitization Entities in restructuring, re-negotiating or terminating one or more Related Documents previously entered into by any Securitization Entity in each case in accordance with the terms of such Related Documents, (C) advise the Securitization Entities in making and implementing personnel decisions on behalf of such Securitization Entities, (D) assist the Securitization Entities in hiring external consultants and other qualified Persons to facilitate operations and (E) assist the Control Party in the liquidation of the Collateral to the extent allowed or as directed to by the Trustee (at the direction of the Control Party (acting at the direction of the Controlling Class Representative)) under the Related Documents or applicable Requirements of Law, if reasonably necessary, subject to satisfaction of the applicable conditions to such actions under the applicable Related Documents;

(iii) serve as the Interim Successor Manager, in consultation with, and at the written direction of, the Majority of the Controlling (and, if otherwise required under the Related Documents, the Securitization Entities); and

(iv) take such actions on behalf of each Securitization Entity as such Securitization Entity may reasonably request that are expressly required by the terms, provisions and purposes of the Back-Up Management Agreement; or cause the preparation by other appropriate Persons, of all documents, certificates and other filings as each Securitization Entity shall be required to prepare and/or file under the terms of the Related Documents.

This power of attorney is coupled with an interest. Capitalized terms used herein, and not defined herein shall have the meanings applicable to such terms in the Back-Up Management Agreement.

THIS POWER OF ATTORNEY IS GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO POWERS OF ATTORNEY MADE AND TO BE EXERCISED WHOLLY WITHIN SUCH STATE.

Exhibit B

Amended Management Agreement

[See attached]

Conformed version through Omnibus Amendment dated September 5, 2025

EXECUTION VERSION

DOMINO’SDOMINO’S PIZZA MASTER ISSUER LLC,

CERTAIN SUBSIDIARIES OF DOMINO’SDOMINO’S PIZZA MASTER ISSUER LLC PARTY HERETO,

DOMINO’SDOMINO’S SPV GUARANTOR LLC,

DOMINO’SDOMINO’S PIZZA LLC,

as Manager and in its individual capacity,

DOMINO’SDOMINO’S PIZZA NS CO.,

and

CITIBANK, N.A.,

as Trustee

AMENDED AND RESTATED MANAGEMENT AGREEMENT

Dated as of March 15, 2012

(amending and restating the Master Servicing Agreement dated as of April 16, 2007)

TABLE OF CONTENTS

EXECUTION VERSION

AMENDED AND RESTATED MANAGEMENT AGREEMENT

This AMENDED AND RESTATED MANAGEMENT AGREEMENT, dated as of March 15, 2012 (this ““Agreement "”), is entered into by and among Domino’sDomino’s Pizza Master Issuer LLC, a Delaware limited liability company (the "“Master Issuer””), ▇▇▇▇▇▇’▇▇▇▇▇▇▇’▇ Pizza Distribution LLC, a Delaware limited liability company (the “Domestic Distributor”), Domino’s“Domestic Supply Chain Holder”), Domino’s Progressive Foods Distribution LLC, a Delaware limited liability company (the “PFS Domestic Supply Chain Holder”), Domino’s SPV Canadian Holding Company Inc., a Delaware corporation (the "“SPV Canadian Holdco””), Domino’sDomino’s IP Holder LLC, a Delaware limited liability company (the ““IP Holder””, and together with the Master Issuer, the Domestic DistributorSupply Chain Holder, the PFS Domestic Supply Chain Holder and SPV Canadian Holdco, the ““Co-Issuers ””), Domino’sDomino’s SPV Guarantor LLC, a Delaware limited liability company (the ““SPV Guarantor””), Domino’sDomino’s Pizza Franchising LLC, a Delaware limited liability company (the ““Domestic Franchisor””), Domino’sDomino’s Pizza International Franchising Inc., a Delaware corporation (the ““International Franchisor””), Domino’sDomino’s Pizza Canadian Distribution ULC, a Nova Scotia unlimited company (the ““Canadian Distributor"”), Domino’sDomino’s EQ LLC, a Delaware limited liability company (the ““Domestic DistributionSupply Chain Equipment Holder””), Domino’sDomino’s RE LLC, a Delaware limited liability company (the ““Domestic DistributionSupply Chain Real Estate Holder””), Domino’s Pizza International Franchising of Michigan LLC, a Michigan limited liability company (the “International Franchisor (Michigan)”, and together with the SPV Guarantor, the Domestic Franchisor, the International Franchisor, the Canadian Distributor, the Domestic Supply Chain Equipment Holder and the Domestic Distribution EquipmentSupply Chain Real Estate Holder, the ““Guarantors ””), Domino’sDomino’s Pizza LLC, a Michigan limited liability company (““DPL””), Domino’sDomino’s Pizza NS Co., a Nova Scotia unlimited company (the ““Canadian Manufacturer””), Citibank, N.A. (““ Citibank””), as trustee (the ““Trustee ””), and any other Securitization Entity that becomes party to this Agreement by execution of a joinder substantially in the form attached hereto as Exhibit A. This Agreement amends and restates the Master Servicing Agreement, dated as of April 16, 2007 (the “Original Management Agreement”), by and among the Co-Issuers, the SPV Guarantor, the Domestic Franchisor, the International Franchisor, the Canadian Distributor, the Manager, the Canadian Manufacturer and Citibank, N.A., as trustee. For all purposes of this Agreement, capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed thereto in Annex A to the Base Indenture (as defined below). ““Manager ””, when in reference to (a) the servicing of the Managed Assets of the Canadian Distributor, shall mean the Canadian Manufacturer, and (b) the servicing of all other Managed Assets, shall mean DPL; provided, that the term ““Manager”” shall mean only DPL with respect to ARTICLE 3Article 3 and Sections 2.7, 2.8, 4.1(a)(i) and 8.2 2.7, 2.8, 4.1(a)(i) and 8.2 herein. All other representations, warranties and covenants of or about DPL made herein are repeated herein with respect to the Canadian Manufacturer, as applicable, as though fully set forth herein.

RECITALS

WHEREAS, the Master Issuer and the other Co-Issuers have entered into the Amended and Restated Base Indenture (the “Base Indenture”), dated as of the date of this Agreement, with Citibank, as Trustee and securities intermediary (as amended, restated, supplemented or otherwise modified from time to time, the “Base Indenture”), pursuant to which the Master Issuer and the other Co-Issuers shall issue series of notes (the ““Notes””) from time to time, on the terms described therein. Pursuant to the Base Indenture and the Global

G&C Agreement, as security for the indebtedness represented by the Notes and the other Obligations, the Master Issuer and the other Securitization Entities are and will be granting to the Trustee on behalf of the Secured Parties, a security interest in the Collateral;

WHEREAS, since the Series 2007-1 Closing Date, all Post-Securitization Domestic Franchise Arrangements and all Post-Securitization International Franchise Arrangements have been, and will continue to be, originated by the Franchisors;

WHEREAS, from and after the Closing Date, the International Franchisor or the International Franchisor (Michigan) will also originate all Post-Closing Overseas Franchise Arrangements;

WHEREAS, from time to time, the Master Issuer or the Franchisors may purchase or repurchase, as the case may be, the Franchise Arrangement and/or lease with a third party landlord entered into with respect to a Store and undertake to operate such Store (a ““Repurchased Store””) until such time as a New Franchise Arrangement is entered into with respect to such Repurchased Store;

WHEREAS, each of the Securitization Entities desires to have the Manager operate any Repurchased Store in accordance with the Management Standard;

WHEREAS, each of the Securitization Entities desires to have the Manager enforce its rights and powers and perform its duties and obligations under the Managed Documents to which it is party in accordance with the Management Standard;

WHEREAS, each of the Securitization Entities desires to have the Manager enter into certain agreements and acquire and dispose of certain assets from time to time on its behalf, in each case in accordance with the Management Standard;

WHEREAS, the IP Holder desires to appoint the Manager as its agent for providing comprehensive intellectual property development, enforcement, maintenance, protection, defense, management, licensing, contract administration and other duties or services in connection with the Domino’sDomino’s IP in accordance with the Management Standard;

WHEREAS, the Manager desires to enforce such rights and powers and perform such management obligations and duties, all in accordance with the Management Standard; and

WHEREAS, each of the Securitization Entities desires to enter into this Agreement to provide for, among other things, the management of the respective rights and powers and the performance of the respective duties and obligations of the Securitization Entities, as applicable, under or in connection with the Contribution and Sale Agreements, the Distribution and Contribution Agreements, the Omnibus Transfer Agreement (2025), the Third-Party License Agreements, the Franchise Arrangements, the Domino’sDomino’s IP, the IP License Agreements, the PULSEDomestic Supply Chain Assets, the Technology Assets, the Domestic Distribution Assets, the Third- Party Supply Agreements, the Product Purchase Agreements, the Requirements Agreements, the DistributionSupply Chain Agreements, the Repurchased Stores, the U.S. production and supply chain business and any other assets acquired by the Securitization Entities (the ““Managed Assets””), by the Manager, all in accordance with the Management Standard;

2

WHEREAS, each of the Master Issuer, the Domestic Distribution Real Estate Holder and the Domestic Distribution Equipment Holder (each, a “Product Supply Entity”, and together, the “Product Supply Entities”) desires that DPL, in its individual capacity, supply all Products (as defined in the Product Purchase and Distribution Agreement) and provide all distribution services for the manufacturing and supply of pizza dough, thin crust pizza dough and certain related products intended for human consumption (such distribution services, together with the Products, the “Supplied Products and Services”) to each such Product Supply Entity that are required to be provided by the Product Supply Entities to the Domestic Distributor under the Product Purchase and Distribution Agreement; and

WHEREAS, DPL desires to provide the Supplied Products and Services for each Product Supply Entity;

NOW THEREFORE, in consideration of the premises and the mutual agreements hereinafter set forth, the parties hereto agree as follows:

ARTICLE 1ARTICLE 1

DEFINITIONS

Section 1.1 Section 1.1 Certain Definitions. Capitalized terms used herein but not otherwise defined herein or in Annex A to the Base Indenture shall have the following meanings:

““Agreement" ” has the meaning set forth in the preamble hereto.

““Asset Management Services”” means, in a manner consistent with the Management Standard, the execution of real property leases and equipment leases related to the distribution, manufacturingproduction and supply chain where a Non-Securitization Entity remains a Co-obligorco-obligor on such leases, and the management, operation and administration of leased and owned property in the distribution, manufacturingproduction and supply chain.

““Back-Up Management Agreement”” means the Amended and Restated Back-Up Management and Consulting Agreement, dated as of March 15April 16, 20122021, by and among the Co-Issuers, the Manager, the other Securitization Entities, the Trustee and FTI Consulting, Inc., a Maryland corporation, as Back-Up Manager.

““Base Indenture”” has the meaning set forth in the recitals hereto. “

“Breach Notice” means written notice of a material violation by the applicable licensee under any IP License Agreement.

“Canadian Distributor”” has the meaning set forth in the preamble hereto. ”

“Canadian Manufacturer”” has the meaning set forth in the preamble hereto.”

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“Change in Management”: means, on and after the Series 2025-1 Springing Amendments Implementation Date, the event that will occur if more than 50% of the Leadership Team is terminated and/or resigns within 12 months after the date of the occurrence of a Change of Control; provided, that for purposes of this definition, the termination and/or resignation of an officer will not include (i) a change in such officer’s status in the ordinary course of succession so long as such officer remains affiliated with Holdco or any of its Subsidiaries as an officer or in a similar capacity, (ii) the retirement of such officer, (iii) the death or incapacitation of such officer or (iv) the replacement of such officer with the prior written consent of the Control Party.

“Change of Control” means, on and after the Series 2025-1 Springing Amendments Implementation Date, an event or series of events by which any “Person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act) is or becomes the “beneficial owner” (as such term is used in Rule 13d-3 under the 1934 Act) of more than 35% of the total voting power of the Voting Stock of Holdco. For purposes of this definition, a Person will not be deemed to have beneficial ownership of voting power of Voting Stock subject to a stock purchase agreement, merger agreement or similar agreement until the consummation of the transactions contemplated by such agreement.

““Cold Back-Up Management Duties”” has the meaning set forth in the Back-Up Management Agreement.

““Confidential Information”” means information (including Know-How) treated as confidential and proprietary by its owner that is disclosed by a party hereto ("“Discloser ””), either directly or indirectly, in writing or orally, to another party hereto (““Recipient” ”).

“Continuity of Services” has the meaning set forth in Section 6.2(a) hereof.

““Current Practices"” means, in respect of any action or inaction, the practices, standards and procedures of Domino’sDomino’s Pizza LLC and its Subsidiaries as performed or that have been performed immediately prior to the Closing Date.

““Defective Asset Damages Amount”” means with respect to any Post- Securitization Collateral Franchise Document that is a Defective Post-Securitization Asset, an amount equal to the product of (i) the quotient obtained by dividing (A) the absolute value of the sum of all Collections under such Post-Securitization Collateral Franchise Document received during the 12-month period immediately preceding the date such Post-Securitization Collateral Franchise Document became a Defective Post- Securitization Asset minus the aggregate amount of related Excluded Amounts received during such period, by (B) the aggregate amount of all Collections received under all Collateral Franchise Documents during such 12-month period (assuming that all Post- Securitization Collateral Franchise Documents had been included in the Collateral Franchise Documents during such 12-month period) minus the aggregate amount of related Excluded Amounts received during such period and (ii) the Aggregate Outstanding Principal Amount.

““Defective Post-Securitization Asset”” means any Post-Securitization Asset that does not meet the applicable requirements of ARTICLE 5Article 5.

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““Discloser" ” has the meaning ascribed to such term in the definition of ““Confidential Information.””

“Disentanglement” has the meaning set forth in Section 6.2(a) hereof.

“Disentanglement” has the meaning set forth in Section 6.2(a) hereof.

“Disentanglement Period” has the meaning set forth in Section 6.2(c) hereof.

“Disentanglement Services” has the meaning set forth in Section 6.2(a) hereof.

“Distribution Services” means, in a manner consistent with the Management Standard, the acquisition, storage and delivery of equipment, supplies and Products for resale to Franchisees, to DPL, as owner of Company-Owned Stores and to other Persons on behalf of the Securitization Entities, including enforcing and performing the duties and obligations of the Securitization Entities under the Distribution Agreements.

“Disentanglement Period” has the meaning set forth in Section 6.2(c) hereof.

“Disentanglement Services” has the meaning set forth in Section 6.2(a) hereof.

““Domestic Continuing Franchise Fees”” means the Continuing Franchise Fees received by the Domestic Franchisor.

““Domestic Distribution Equipment Holder”Franchisor” has the meaning set forth in the preamble hereto.

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"“Domestic Distribution Real EstateSupply Chain Equipment Holder”” has the meaning set forth in the preamble hereto.

"“Domestic Distributor”Supply Chain Real Estate Holder” has the meaning set forth in the preamble hereto. “

“Domestic Franchisor”Supply Chain Holder” has the meaning set forth in the preamble hereto. ”

“DPL”” has the meaning set forth in the preamble hereto.

““Environmental Laws”” has the meaning given to such term in Section 4.1(m)(i) Section 4.1(m)(i) hereof.

““Equipment Purchasing Services”” means, in a manner consistent with the Management Standard, the purchasing and leasing of equipment and machinery on behalf of the Domestic DistributionSupply Chain Equipment Holder for use by the Securitization Entities.

““Former Franchisors”” means, collectively, DPL and ▇▇▇▇▇▇’▇▇▇▇▇▇▇’▇ Pizza International Inc., as predecessor in interest to ▇▇▇▇▇▇’▇▇▇▇▇▇▇’▇ International.

““Franchisee Financing Program”” means any financing program facilitated by a Securitization Entity pursuant to which a Franchisee receives financing from a third-party lender to open or operate a Store.

““Guarantors” ” has the meaning set forth in the preamble hereto.

““Holdco Specified Non-Securitization Debt Cap”” has the meaning given to such term in the Parent Company Support Agreement.

““Hot Back-Up Management Duties"” has the meaning set forth in the Back-Up Management Agreement.

““Improvements ”” shall mean the buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter erected or located on the real property constituting a part of each Owned Property.

““Indemnitee" ” has the meaning set forth in Section 2.8Section 2.8 hereof.

““Independent Accountants”” has the meaning set forth in Section 3.2Section 3.2 hereof. ”

“International Continuing Franchise Fees”” means the Continuing Franchise Fees received by the International Franchisor or the International Franchisor (Michigan).

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“International Franchise Arrangements” means all master franchise agreements, store franchise agreements, area development agreements and similar agreements (other than any International NSE Franchise Arrangements) related to Franchised Stores operated or under development in the International Territory (together with any Franchisee Promissory Notes issued in respect of any such agreement).

“International Franchise IP License Agreement Additional Covenants” has the meaning set forth in Section 5.2(a)(iv).

received by the “International Franchisor” has the meaning set forth in the preamble hereto.

“International Franchisee PULSE Agreements” means any agreement entered into by a Franchisee, and which is listed on Schedule 1.1(b) to the DPL Contribution and Sale Agreement pursuant to which such Franchisee licenses PULSE Assets from the Distributor.

““International Franchisor” (Michigan)” has the meaning set forth in the preamble hereto.

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““IP Development Services”” means the conception, development, creation and/or acquisition of After-Acquired IP Assets, including the filing, prosecution and maintenance of any applications and/or registrations with respect thereto, after the Initial Closing Date by the Manager (or its agents) as the IP Holder’sHolder’s (and any Additional IP Holder’sHolder’s) agent, and in the name and stead of the IP Holder (and any Additional IP Holder).

““IP Management Services”” means the following services performed and actions taken on behalf of the IP Holder (and any Additional IP Holder), in each case to the extent that the Manager determines that such action is necessary or advisable, in accordance with the Management Standard:

(a) maintaining, enforcing and defending the IP Holder’sHolder’s (and any Additional IP Holder’sHolder’s) rights in and to the Domino’sDomino’s IP, including diligently prosecuting Trademark applications and maintaining Trademark registrations, timely filing statements of use, applications for renewal and affidavits of use and/or incontestability and paying all fees required by applicable law; searching and clearing the Trademarks included in the After-Acquired IP Assets; responding to third-party oppositions of trademark applications or registrations; responding to any office action or other examiner requests; conducting searches, monitoring and taking appropriate actions to oppose or contest any applications or registrations for Trademarks that are likely to cause confusion with or to dilute, or otherwise violate the IP Holder’sHolder’s or any Additional IP Holder’sHolder’s rights in or to, the Trademarks;

(b) enforcing the IP Holder’sHolder’s (and any Additional IP Holder’sHolder’s) legal title in and to the Domino’sDomino’s IP and exercising the IP Holder’sHolder’s (and any Additional IP Holder’sHolder’s) rights, and performing the IP Holder’sHolder’s (and any Additional IP Holder’sHolder’s) obligations, under each IP License Agreement, including ensuring that any use of the Domino’sDomino’s IP satisfies the quality control provisions of such IP License Agreement and is in compliance with all applicable laws;

(c) applying for registration of Copyrights and timely filing maintenance and registration fees;

(d) diligently prosecuting applications (including divisionals, continuation-in-parts, provisionals, and reissues) and maintaining the registrations for any Patents, including timely paying all maintenance and registration fees required by applicable law and responding to office actions, requests for reexamination, interferences and any other patent office requests or requirements;

(e) maintaining registrations for all material domain names included in the Domino’sDomino’s IP;

(f) in the event that the Manager becomes aware of any imitation, infringement, dilution, misappropriation and/or unauthorized use of the Domino’sDomino’s IP, or any portion thereof, taking reasonable actions to protect, police and enforce such ▇▇▇▇▇▇’▇▇▇▇▇▇▇’▇ IP, including, as appropriate, (i) preparing, issuing and

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responding to and further prosecuting cease and desist, demand and notice letters and requests for a license; and (ii) commencing, prosecuting and/or resolving a claim or suit against such imitation, infringement, dilution, misappropriation and/or the unauthorized use of the Domino’sDomino’s IP, and seeking all appropriate monetary and equitable remedies in connection therewith;

(g) performing such functions and duties, and preparing and filing such documents, as are required under the Indenture or the Global G&C Agreement to be performed, prepared and/or filed by the IP Holder (or any Additional IP Holder), including:

(i) causing the IP Holder (and any Additional IP Holder) to execute and recording such financing statements (including continuation statements) or amendments thereof or supplements thereto or such other instruments as the Trustee, the Control Party and the Securitization Entities together may from time to time reasonably request in connection with the security interests in the Domino’sDomino’s IP granted by the IP Holder (and any Additional IP Holder) to the Trustee; provided that such requests are consistent with the standards and obligations set forth in the Base Indenture; and

(ii) causing the IP Holder (and any Additional IP Holder) to execute grants of security interests or any similar instruments as the Trustee, the Control Party and the Securitization Entities together may from time to time reasonably request; provided that such requests are consistent with the standards and obligations set forth in the Base Indenture that are intended to evidence such security interests in the Domino’sDomino’s IP and recording such grants or other instruments with the relevant authority including the U.S. Patent and Trademark Office, the U.S. Copyright Office or any applicable foreign intellectual property office as may be agreed upon by the parties to such agreements;

(h) taking such actions on behalf of the IP Holder (and any Additional IP Holder) as the Master Issuer may reasonably request or the Manager may reasonably recommend that are expressly required by the terms, provisions and purposes of the IP License Agreements;

(i) as directed by the Control Party, causing the IP Holder (and any Additional IP Holder) to enter into license agreements with any Securitization Entity, including any Additional Securitization Entity, and to grant such Securitization Entity the right to use the Domino’sDomino’s IP;

(j) preparing for execution by the IP Holder (and any Additional IP Holder) or any other appropriate Person of all documents, certificates and other filings as the IP Holder (or any Additional IP Holder) shall be required to prepare and/or file under the terms of the IP License Agreements; and

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(k) paying or arranging for payment or discharge of taxes and Liens levied on or threatened against the Domino’sDomino’s IP.

““IP Services”” means, collectively, the IP Development Services and the IP Management Services.

“Leadership Team” means, on and after the Series 2025-1 Springing Amendments Implementation Date, the President and Chief Executive Officer, Executive Vice President and Chief Financial Officer, President of Domino’s International, Executive Vice President of Supply Chain Services, Executive Vice President of Team U.S.A., Executive Vice President of Franchise Operations and Development, Executive Vice President of Communication, Investor Relations and Legislative Affairs, Executive Vice President and General Counsel, Executive Vice President and Chief Information Officer, President of Domino’s USA, and Executive Vice President and Chief People Officer of Holdco or any other position that contains substantially the same responsibilities as any of the positions listed above or reports to the President and Chief Executive Officer; provided that from time to time an Authorized Officer of Holdco may, upon written notice to the Control Party and the Trustee, change the list of offices comprising the Leadership Team so long as such list (x) at all times includes, at a minimum, the Chief Executive Officer and Chief Financial Officer (or differently-titled successor offices performing substantially the same functions as the Chief Executive Officer and/or Chief Financial Officer, as the case may be) and (y) at no time exceeds twenty-five (25) offices; provided, further, that any changes to such list notified to the Control Party and the Trustee during the period beginning on the date that is ninety (90) days preceding the announcement of a Change of Control and ending on the date that is twelve (12) months following the occurrence of a Change of Control shall be disregarded for purposes of this definition.

““Manager Advances”” has the meaning set forth in Section 2.2(a)Section 2.2(a) hereof. “

“Managed Assets”” has the meaning set forth in the recitals hereto. ”

“Managed Document"” means any contract, agreement, arrangement or understanding relating to any of the Managed Assets, including, without limitation, the Contribution and Sale Agreements, the Distribution and Contribution Agreements, the Third-Party License Agreements, the International Franchisee PULSE Agreements, the Franchise Arrangements, the IP License Agreements, any agreement between a Domino’s Entity and a third party that is a PULSE Asset, the Company-Owned Stores Requirements Agreement and the DistributionSupply Chain Agreements.

““Management Standard”” means standards that (a) are consistent with Current Practices or, to the extent of changed circumstances, practices, technologies, strategies or implementation methods, consistent with the standards as the Manager would implement or observe if the Managed Assets were owned by the Manager; (b) will enable the Manager to comply in all material respects with all of the duties and obligations of the Securitization Entities under the Related Documents and each Collateral Franchise Document; (c) are in material compliance with all applicable Requirements of Law; and

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(d) with respect to the use and maintenance of the IP Holders’’ (and any Additional IP Holder’sHolder’s) rights in and to the Domino’sDomino’s IP, are consistent with the standards imposed by the IP License Agreements.

“Manager Termination Event” has the meaning set forth in Section 6.1(a) hereof.

““Manager Termination Event”Notice” has the meaning set forth in Section 6.1(ab) hereof. “

“Non-Securitization Entity” means any Domino’s Entity that is not a Securitization Entity.

“Non-Securitization Entity MFA Arrangements” has the meaning set forth in Section 5.2(a)(iv) hereof.

“Non-Securitization International Franchisor” means any Non-Securitization Entity that acts as a franchisor in respect of Franchised Stores operated or under development in the International Territory.

“Non-Securitization International Franchisor IP License Agreement” has the meaning set forth in Section 5.2(a)(iv) hereof.

“Non-Securitization International Franchisor IP License Agreement Terms” has the meaning set forth in Section 5.2(a)(iv) hereof.

““Notes”” has the meaning set forth in the recitals hereto.

““Owned Property”” means, collectively, those parcels of real property in which any Securitization Entity owns the fee estate, together with any Improvements thereon.

“Permitted Termination/Amendment” means, with respect to any termination or amendment of a Non-Securitization International Franchisor IP License Agreement, such termination or amendment (i) with the prior written consent of the Control Party, to the extent required under the Indenture, (ii) in connection with the issuance of any Additional Notes, (x) to the extent that the credit ratings assigned to such Additional Notes are at the same or greater level than the greater of (A) the then-current credit ratings of the Notes comprising such Class or (B) the initial credit ratings, in each case, of any Series of Notes of the same Class or Tranche that are Outstanding or are being refinanced, without further consent, or (y) otherwise, solely upon satisfaction of the Rating Agency Condition with respect to all Notes; provided, that, in each case, such Additional Notes are rated at least investment grade (unless such Additional Notes are of a Class of Outstanding Notes that received a rating lower than investment grade at the time of issuance, in which case such Additional Notes shall be rated at least as high as the rating of such Class of Outstanding Notes received at the time of issuance), (iii) in the case of an amendment, required in order to effect an assignment of such Non-Securitization International Franchisor IP License Agreement to another Non-Securitization Entity or (iv) in the case of a termination, in connection with a permitted transfer or other disposition of all of the International NSE Franchise Agreements (or other franchise agreement or sublicense) then held by the applicable Non-Securitization International Franchisor.

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““Post-Opening Services”” means, to the extent required by the Franchise Arrangements, (a) the maintenance of a continuing advisory relationship with Franchisees, including consultation in the areas of marketing, merchandising and general business operations, (b) the provision to each Franchisee of the applicable standards for the Domino’sDomino’s Brand, (c) the use of reasonable efforts to maintain standards of quality, cleanliness, appearance and service at all Stores and (d) the collection and administration of the Advertising Fees and the Company-Owned Store Advertising Fees and the direction of the development of all advertising and promotional programs for the Domino’sDomino’s Brand or any Future Brand.

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““Post-Securitization Asset”” means a Post-Securitization Collateral Franchise Document, or any Intellectual Property created, developed or acquired after the Series 2007-1 Closing Date by or on behalf of, and owned by, the IP Holder, including, without limitation, all Future Brand IP.

““Post-Securitization Asset Addition Date”” means, with respect to any Post- Securitization Asset, the earliest of (i) the date on which such Post-Securitization Asset is acquired by, or developed for the benefit of, a Securitization Entity, (ii) the later of (a) the date upon which the closing occurs under the applicable contract giving rise to such Post- Securitization Asset and (b) the date upon which all of the diligence contingencies in the contract for purchase of the applicable Post-Securitization Asset expire and the Securitization Entity acquiring such Post-Securitization Asset no longer has the right to cancel such contract and (iii) the date on which a Securitization Entity begins receiving Collections with respect to such Post-Securitization Asset.

““Post-Securitization Collateral Franchise Document”” means any Collateral Franchise Document entered into by any of the Securitization Entities (including any renewal) after the Series 2007-1 Closing Date.

““Post-Securitization Owned Property”” means any Owned Property acquired after the Series 2007-1 Closing Date.

““Power of Attorney”” means the authority granted by the IP Holder (and any Additional IP Holder) to the Manager pursuant to a Power of Attorney in substantially the form set forth as Exhibit B hereto.

““Pre-Opening Services”” means, to the extent required by the Franchise Arrangements, (a) the provision to each Franchisee of standards for the design, construction, equipping and operation of any Store owned and operated by such Franchisee and the approval of locations meeting such standards, (b) the provision to individuals designated by the Franchisee of the applicable Franchisor’sFranchisor’s then-current initial training program corresponding to the Domino’sDomino’s Brand or any Future Brands, as the case may be, at one or more training centers designated by the Manager, (c) the provision to each Franchisee of then-current operating procedures to assist such Franchisee in complying with the applicable Franchisor’sFranchisor’s standard methods of record keeping, controls, staffing, quality control, training requirements and production methods and (d) the provision to each Franchisee of assistance in the pre-opening, opening and initial operation of the franchise as the Manager deems advisable for purposes of complying with the applicable Franchise Arrangements.

““Prior Terms”” means, in respect of each type of contract included in Post- Securitization Franchise Arrangements, the contractual terms and provisions, exclusive of the applicable rates for Initial Franchise Fees or Continuing Franchise Fees, Advertising Fees and similar fees and expenses, that were generally prevailing for agreements of such type, entered into by the Former Franchisors on or before the Series 2007-1 Closing Date.

“Product Supply Entity” has the meaning set forth in the recitals hereto.

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“Product Supply Margin” has the meaning set forth in Exhibit C hereto.

“Product Supply Price” has the meaning set forth in Section 2.7(d) hereof.

“Recipient” has the meaning ascribed to such term in the definition of”Confidential Information.”

““Repurchased Store ”” has the meaning set forth in the recitals hereto.

““Services ”” means the servicing and administration of the Managed Assets and the Securitization Entities in accordance with the terms of this Agreement, the Indenture, the other Related Documents and the Managed Documents, including, without limitation:

(k) (a) calculating and compiling information required in connection with any report to be delivered pursuant to any Related Document (other than the Back-Up Management Agreement);

(l) (b) preparing and filing of all tax returns and tax reports required to be prepared by any Securitization Entity;

(m) (c) performing the duties and obligations of the Securitization Entities pursuant to the Related Documents;

(n) (d) performing the duties and obligations of the Securitization Entities required pursuant to the Franchise Arrangements, including, without limitation, collecting payments under the Franchise Arrangements, providing each Franchisee party to a Franchise Arrangement with operations assistance, access to advertising and marketing materials, information and program updates and ongoing training programs for such Franchisee and its employees;

(o) (e) preparing, for the Franchisors, Post-Securitization Franchise Arrangements, including, without limitation, adopting variations to the forms of agreements used in documenting Post-Securitization Franchise Arrangements and preparing and executing documentation of franchise transfers, terminations, renewals, site relocations and ownership changes;

(p) (f) preparing, for the DistributorsSupply Chain Holder, new DistributionSupply Chain Agreements;