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PANCAKE SUPPLY CHAIN CO-OP, INC.

                                    MEMBERSHIP SUBSCRIPTION AGREEMENT

                       This is a Membership Subscription Agreement (this “Agreement”) between the Pancake
               Supply  Chain  Co-op,  Inc.  (the  “Co-op”)  and  the  undersigned  member  (the  “Member”).    In
               consideration of the transactions contemplated herein, including the issuance by the Co-op to the
               Member of Co-op Common Stock, the Co-op and the Member, intending to be legally bound,
               hereby make this Agreement and, among other things, set forth the terms and conditions of the
               purchase and sale of Common Stock in the Co-op.

                       1.     Subscription.  The Member desires to become a stockholder member of the Co-
               op.    To  become  a  stockholder  member,  the  Member  hereby  subscribes  for  and  agrees  to
               purchase, as more particularly described in the current Membership Information Packet one (1)
               share of Pancake Supply Chain Co-op, Inc. Common Stock, $0.01 par value (“Common Stock”).
               No  more  than  one  share  of  Common  Stock  may  be  issued  to  any  one  person,  entity  or
               corporation or to certain groups of affiliated persons, entities or corporations as determined by
               the Co-op Board of Directors in accordance with Section 2.3 of the Co-op Bylaws.

                       The Member represents that the Member is eligible to purchase the foregoing Common
               Stock under the Co-op Bylaws.

                       2.     Payment for Shares.  The Member has enclosed payment for the full purchase
               price of the share subscribed for above, in the amount of $100 for the share of Common Stock.

                       3.     Receipt  of  Disclosure.    The  Member  acknowledges  receipt  of  a  current
               Membership  Information  Packet  relating  to  the  Co-op’s  Common  Stock.    The  Member  has
               received  all  such  information  as  the  Member  deems  necessary  and  appropriate  to  enable  the
               Member to evaluate the financial risk in purchasing the Common Stock, and the Member further
               represents  and  warrants  that  the  Member  has  received  satisfactory  and,  to  the  Member’s
               knowledge, complete information concerning the business and financial condition of the Co-op
               in response to all inquiries in respect thereof.

                       4.     Purchase for Own Account.  The Member represents that: (i) the Member has
               such knowledge and experience in financial and business matters that the Member is capable of
               evaluating the merits and risks of a purchase of Common Stock; and (ii) the Common Stock will
               be purchased for the Member’s own account and not with a view toward distribution which is
               prohibited.

                       5.     Acceptance of Subscriptions.  The Co-op shall accept subscriptions for Common
               Stock  from  all  eligible  operators;  however,  the  Co-op  may  reject  subscriptions  for  Common
               Stock  for  “cause”  as  defined  below.    The  following  persons,  firms  or  entities  are  eligible
               operators: (a) each sole proprietor, partnership, corporation, limited liability company or other
               entity who is or becomes an IHOP franchisee, sublicense, or licensee of International House of
               Pancakes, LLC, a Delaware limited liability company (“International House of Pancakes”) or its
               successors, assigns, affiliates, or related companies; and (b) International House of Pancakes and
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