Page 65 - Onboarding May 2017
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APPLE SUPPLY CHAIN CO-OP, INC.
MEMBERSHIP SUBSCRIPTION AGREEMENT
This is a Membership Subscription Agreement (this “Agreement”) between the Apple
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 Apple 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 Applebee’s franchisee, subfranchisee, or licensee of Applebee’s
Services, Inc., a Kansas corporation (“Applebee’s Services”) or its successors, assigns, affiliates,
or related companies; and (b) Applebee’s Services and its affiliates and their successors as
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