Vice President Shareholder

STOCK NOMINEE AGREEMENT (FORM N*.**E)

This Stock Nominee Agreement (the “Agreement”) is made and entered into on the date that it is electronically accepted by the shareholder whose name appears on the electronic version of this Agreement maintained in the records of WAFFLE HOUSE, INC. (who will be called the

“Shareholder” in this Agreement), by and between Waffle House, Inc., a Georgia corporation (who will be called the “Company” in this Agreement) and the Shareholder.

The Shareholder is employed by the Company or one of its subsidiaries or affiliates and is, or may be in the future, the beneficial owner of certain shares of the no par value common stock of the Company (such shares, together with all other shares of any class of stock in the Company now or later owned or held for the benefit of the Shareholder will be called the “Shares” in this Agreement). The Shares may be held in electronic book-entry form or as paper certificates as may be determined by the Company. The purpose of this Agreement is to affirm that the Shares are held of record by a nominee for the benefit of the Shareholder and to ensure the enforceability of the Company’s right of first refusal and other transfer restrictions as set forth the Stock Ownership Agreement or the Stock Ownership and Nominee Agreement applicable to the Shares. For and in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Company and Shareholder agree as follows: 1. SHAREHOLDER REPRESENTATIONS. The Shareholder represents to the Company that each of the following statements is true: (i) the Shares were or will be acquired by the Shareholder with the intent of holding the Shares for investment and without the intent of Shareholder to participate, directly or indirectly, in a sale or distribution of the Shares to members of the public, and (ii) the Shares were offered for sale to the Shareholder only through materials and other information provided to the Shareholder as an employee of the Company, one of its subsidiaries or affiliates and not by means of general advertisements or sales information available to the public like in a newspaper, a magazine or over the internet. 2. NOMINEE AND CUSTODY OF THE SHARES. Shareholder hereby names and appoints CRAIG KNIGHT (together with such successor nominee(s) as may be named by the Company from time to time, which will be called the “Nominee” in this Agreement) to hold legal title to all of the Shares for the benefit of Shareholder. Shareholder also authorizes the Nominee to hold the Shares for the benefit of Shareholder, as Nominee, at the corporate headquarters of the Company in electronic book-entry form or as paper certificates (as the Company may determine) and agrees that any and all Shares acquired after the date of this Agreement by Shareholder shall likewise be held by the Nominee for the benefit of the Shareholder. All dividends or other distributions paid on or with respect to any of the Shares (whether in cash or property other than stock of the Company) shall be paid directly to the Shareholder, but the Nominee shall retain custody and legal title to all the Shares for the benefit of Shareholder. The Nominee shall vote the Shares in the manner directed by the Shareholder. 3. RIGHT OF FIRST REFUSAL. Shareholder agrees that Shareholder will not transfer the Shares without first offering to sell them to the Company as required under the Stock Ownership Agreement or the Stock Ownership and Nominee Agreement applicable to the Shares and that the Shares are subject to the transfer restrictions set forth in the Stock Ownership Agreement or the Stock Ownership and Nominee Agreement applicable to the Shares.

4. POWER OF ATTORNEY. Shareholder appoints the Nominee as Shareholder’s true and lawful attorney-in-fact with full power and authority to do all things necessary to complete the proper transfer and conveyance of any Shares in accordance with applicable agreements made with or directed by Shareholder. Such appointment is coupled with an interest and cannot be revoked. 5.1 NOTICES. All notices given under this Agreement shall be deemed sufficient if deposited in the U.S. Mail, postage prepaid, addressed as follows or sent via email or text message to the addresses set forth below signature lines to this Agreement: To the Company: To the Shareholder:

Waffle House, Inc. The last address of Shareholder shown on the books of the Company 5986 Financial Drive or to the email address or text number set forth below Shareholder’s signature Norcross, Georgia 30071

Attn: Vice President-Stock

Such addresses or numbers may be changed by any party by giving notice to the other party sent in the fashion set forth above. Any notice given in the foregoing manner shall be deemed given when sent. 5.2 APPLICABILITY OF AGREEMENT TO ALL SHARES. The provisions of this Agreement shall apply to any and all Shares owned by the Shareholder, whether directly or indirectly, whether obtained by purchase or otherwise unless the Company consents in writing to the contrary. 5.3 SEVERABILITY. The invalidity of any one or more sentences, clauses or sections contained in this Agreement shall not affect the remaining portions of this Agreement, and the Agreement shall be construed in all respects as if such invalid or unenforceable provision(s) were omitted. 5.4 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. 5.5 ENTIRE AGREEMENT; NO WAIVER. This instrument contains the entire agreement of the parties with respect to the appointment of Nominee as Shareholder’s nominee and replaces or supersedes any prior nominee agreement. No failure of the Company to exercise any power given it hereunder, or to insist upon strict compliance by Shareholder of any obligation hereunder, and no custom or practice at variance with the terms hereof, shall constitute a waiver of the Company's right to demand exact compliance with the terms hereof. WAFFLE HOUSE, INC., a Georgia corporation

By:

Walter G. Ehmer, President

Attest: Jonathan S. Waller, Secretary

SHAREHOLDER:

Name:

Date:

Signed