Page 70 - Aida Hovsepian Onboarding

exceptions to these representations and warranties, the Member may enter into this Agreement so
long as the Member provides a complete written description of all such exceptions to CSCS and
the Co-op.

10. Further Acts. The Member shall execute such additional documents and take
such other actions as the Co-op shall reasonably request to consummate the transactions
contemplated in this Agreement.

11. Construction; Governing Law. This Agreement shall be governed by and
construed (i) in accordance with the laws of the United States and the state of Delaware, without
regard to its conflict of law principles, and (ii) in accordance with the Co-op Certificate of
Incorporation and Bylaws, as amended from time to time.

12. Offering Made Only by Membership Information Packet. This is neither an
offer to sell nor a solicitation of an offer to buy the Common Stock described in the Membership
Information Packet. The offering is made only by the Co-op’s current Membership Information
Packet.

13. Representations. Each party hereby represents and warrants that: (i) it has
authority to enter into this Agreement; (ii) it has been duly authorized by all required corporate
action, if applicable, to enter into this Agreement; and (iii) that this Agreement does not conflict
with the terms of any agreements, governing documents or other restrictions to which such party
is subject or bound.

14. Effective Date. This Agreement is effective upon execution by a duly authorized
officer of the Co-op (the “Effective Date”)

15. Termination. The Member may terminate this Agreement and cease to be a
stockholder member of the Co-op at any time during the Term and for any reason or no reason at
all upon sixty (60) days prior written notice to the Co-op. The Co-op may terminate this
Agreement, for “cause” as defined below, at any time during the Term upon sixty (60) days prior
written notice to the Member. For the purposes of this Section only, “cause” shall mean: (a) a
material breach by the Member of this Agreement, the Co-op Certificate of Incorporation,
Bylaws, policies or any agreement between the Member and the Co-op not cured within thirty
(30) days after the Co-op delivers notice of such breach to the Member; (b) commission of the
Member of any dishonest act, fraud, embezzlement, bribery, materially false or misleading
statement, extortion or theft involving the Co-op, CSCS or any of their respective member’s or
businesses; (c) conviction of the Member, whether following a trial or by a plea of guilty or no
contest, of any criminal charges involving moral turpitude, dishonesty, fraud, embezzlement,
bribery, materially false or misleading statements, extortion or theft; or (d) engaging in any
improper act or making any improper statement by the Member that materially impairs the
business interests of the Co-op or CSCS as determined in the sole, but reasonable discretion of
the Co-op. If the Member ceases to be an IHOP franchisee or licensee, this Agreement shall
terminate immediately, and the Member shall no longer be a stockholder member of the Co-op.

4