Page 65 - Onboarding May 2017
P. 65

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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