Page 69 - Aida Hovsepian Onboarding

acknowledges, and agrees that the Co-op or CSCS will make all requests for supplier and/or
distributor approval to International House of Pancakes, on behalf of Members.

(b) The Member understands, acknowledges and agrees to abide by the terms
of the Co-op Bylaws. A copy of the Co-op Bylaws is included in the Membership Information
Packet. The Member further understands, acknowledges and agrees that the Member is hereby
making certain purchase and other commitments to the Co-op and CSCS and that the Member
agrees to abide by and to fulfill such commitments in all respects.

(c) The Member understands, acknowledges and agrees that the Co-op and
CSCS may from time to time collect from the Member a fee (an “Administration Fee”) in
consideration of and to fund the Co-op and CSCS’s supply chain programs and services, and
authorizes the Co-op and CSCS, from time to time, to cause suppliers and distributors of goods,
equipment and distribution services to collect Administration Fees, as authorized by the Co-op’s
Board of Directors, from the Member for the account of the Co-op or CSCS.

(d) The Member understands, acknowledges and agrees to abide by the terms
of CSCS’s Code of Conduct, as amended from time to time.

8. Patronage Dividend as Gross Income. The Member understands and agrees to
be bound by Section 9.6 of the Co-op Bylaws which states in pertinent part:

Membership in the Co-op by members shall constitute a consent of each such
member to include in its gross income the amount of any patronage dividend
which is paid with respect to direct sales from the Co-op, and indirect sales
through participating distributors in money, “qualified checks,” “qualified written
notices of allocation” or other property (except “nonqualified written notices of
allocation” as defined in Section 1388(d) of the Internal Revenue Code of 1986,
as amended) and which is received by it during the taxable year from the Co-op.
Each member of the Co-op, through initiating or retaining its membership after
adoption of this Article IX of these Bylaws, as amended from time to time,
consents to be bound hereby. The provisions of this Article IX, as amended from
time to time, shall be a contract between the Co-op and each member as fully as
though each member had signed a specific separate instrument in which the
member agreed to be bound by all of the terms and provisions of this Article IX,
as amended from time to time.

9. Existing Distribution Agreements. Upon the request of CSCS or the Co-op, the
Member shall deliver to the requesting party true and complete copies of its existing distribution
agreements and any amendments thereto (the “Existing Distribution Agreements”). The Member
represents and warrants that (i) the Existing Distribution Agreements are valid and binding on
the parties thereto in accordance with their terms, (ii) the Member has performed all payment and
other obligations required to be performed by it to date under the Existing Distribution
Agreements, and (iii) the Member does not know, nor does it have any reasonable ground to
know, that any party is in default (or would be in default on the giving of notice or the lapse of
time or both) under the Existing Distribution Agreements; provided however, if there are any
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