THIS AGREEMENT, is by and between Obbink Distilling LLC, a Minnesota Limited Liability Company (the “Company”), and Member.

WHEREAS, the Company is starting a local distillery in the City of St. Joseph, Minnesota, intent on offering quality spirits in a relaxed location; and,

WHEREAS, the Company is offering an opportunity to select individuals to become members in its Founder’s Club Program (on the terms and conditions herein described) to assist in the financing of Company’s establishment; and,

WHEREAS, Member will provide certain financing as described herein to be a member of the Founders’ Club.

Membership.  The Member hereby provides the sum of money indicated in Section 1(e) hereto and is entitled to the membership level as indicated in Section “Membership Level” hereto (the “Membership”).

Membership Benefits.  The benefits of Membership are described per each membership level on listed above.  The Company reserves the right to make modifications to the Membership program, provided that any such modifications shall be based on coordination with applicable laws or regulations, insurance requirements, or economic conditions, and Company shall attempt to replace any such benefits with substitute benefits of value approximately equivalent to those being modified. 

  a. Any Membership benefit is subject to applicable law and regulation and must be exercised only in accordance thereof. 

Assignment/Transfer.  A Membership cannot be assigned nor transferred, and there is no cash value for Membership. 

Escrow.  In the event the facility does not open, Membership amounts contributed will be refunded and this Agreement shall be null and void.

Cancellation/Rescission.  A Member may surrender their Membership at any time without compensation in return for such surrender.  Company may cancel a Membership if such Membership is:

a.     In violation of any law or regulation; or,

b.     Upon termination of the program, in which case Company shall provide to Member one-fourth (1/4) of the original Membership financing amount; or

c.     Upon sale of substantially all of the assets of the business, in which case Company shall provide to Member the full amount of the original Membership financing amount.

d.     No interest shall be paid on any amounts paid by Company to Member.

Miscellaneous.  This is the entire agreement between the parties, and no oral modification is permitted.  Any modification shall be in writing.   This agreement shall be governed under the laws of Minnesota without regard to principles of conflict of laws.

THEREFORE, IT IS AGREED AS FOLLOWS: