The Law Offices of Tolpin & Partners, PC

100 North LaSalle Street, Suite 501

Chicago, Illinois 60602 USA
Phone: 312-698-8971
Fax: 312-803-9602
www.tolpinlaw.com

Writer’s e-mail
brett@tolpinlaw.com

February 19, 2018

Via e-mail – rsevcik@perkinscoie.com

Mr. Richard Sevcik, Esq.

Perkins Coie LLP
131 S. Dearborn Street, Suite 1700
Chicago, IL 60603
Phone: (312) 324-8653

Re: RFA’s Proposed Trademark License Agreement

Dear Mr. Sevcik:

By way of introduction, we are the intellectual property attorneys for Ravinia Brewing
Company, LLC (RBC). Up until this point, our clients trademarks have peacefully co-existed
with the Ravinia Festival Association (RFA) and the business operations teams for both of our
respective clients were gearing up to execute mutually beneficial joint sponsorship
opportunities. That is, until last Tuesday, February 13, 2018 when they received RFA’s
proposed trademark license agreement that overtly asks for and presumes that:

(1) The RAVINIA BREWING trademark and associated domain name is owned (or to be
owned) by RFA;

(2) RFA has authority to license a composite trademark, not comprising of RAVINIA
FESTIVAL, which contains RAVINIA as part of the mark for beer;

(3) That RFA is entitled to any profits related to licensing RAVINIA BREWING [CO].

The proposed trademark license agreement is not well taken by RBC due to its
substantial overreaching by RFA of its trademark rights, which has no basis in law or reality.

The sponsorship proposal between the RFA and RBC contemplated a RAVINIA
FESTIVAL beer which begins on page 11 of the shared file “Ravinia Festival Collaboration
Jan 9 2018.pdf”. This co-branding would appropriate RAVINIA FESTIVAL as a beer and
RBC is open to paying RFA a licensing royalty for this particular co-branded beer.

RBC is shocked and concerned that after many decades of trademark co-existence with
other RAVINIA businesses located on Roger Williams, the area designated as the “Ravinia
Mr. Richard Sevcik, Esq.
Perkins Coie LLP
February 19, 2018
Page 2 of 4

Business District” by the City of Highland Park, RFA is now appearing to assert rights of
ownership to RBC’s core IP asset. This is particularly troublesome since the U.S. Patent and
Trademark Office (USPTO) examined, published and allowed RBC’s U.S. Trademark
Application No. 86/646,550 for RAVINIA BREWING for beer in class 32. The USPTO
rightfully determined that there is no likelihood of confusion under section 2(d) of the
Trademark Act with RFA’s trademark registrations and no opposition by RFA was lodged.
Yet, with the statement of use now accepted and on the cusp of the certificate of RBC’s U.S.
Trademark registration issuing, RFA expects to own and/or assert RBC’s valid and enforceable
exclusive right of ownership of RAVINIA BREWING?

We are not aware of RFA producing a beer or having a registration for any food and
beverage, or requiring business district food and beverage establishments ever to take a license
or consent to use RAVINIA in its name.

Importantly, during the prosecution of RFA’s first U.S. Trademark Registration No.
2,620,484 for RAVINIA FESTIVAL, RFA answered the USPTO’s significance inquiry
regarding the meaning of “Ravinia” in its February 4, 2002 response to office action that “The
term RAVINIA refers to a neighborhood around Highland Park, IL.” By RFA’s own
admission in the prosecution history, it is estopped from now claiming a likelihood of
confusion or infringement with RBC should it attempt to coerce this startup into granting
royalties, other monies or ownership to RAVINIA BREWERY [CO] for beer or brew pub
services.

After decades of trademark co-existence with other Ravinia neighborhood businesses

for RAVINIA, from RAVINIA COFFEE (see https://www.raviniacoffeestation.com/ ) to the
predecessor business whose space RBC is taking over at 594 Roger Williams Ave., RAVINIA
BBQ & GRILL with this iconic bar and grill dating back to the 1980’s, RFA’s attempt to
expand its scope beyond the Festival into our clients beer and brew pub category threatens the
future of the RFA/RBC business relationship.

RFA does not suddenly own, or have a claim to own all things with RAVINIA used as
a source indicator. By way of illustration, the undersigned along with many in Highland Park
heard Mr. Wells Kaufman, CEO of RFA, speak extensively about RFA’s educational programs
as beneficial to the City of Highland Park when asking them to permit new buildings on RFA
deeded land (see https://www.ravinia.org/Page/EducationPrograms). Does this mean that
RAVINIA SCHOOL, or more precisely the North Shore School District 112, should now pay
RFA a licensing fee or cede ownership to RFA of their name? This behavior by the RFA is
outrageous but nonetheless somewhat consistent with its expansionist approach to property
(real or intellectual) of late. Notably, Ravinia School began and was named on September 11,
1897 whereas RFA declared its date of first use in its statement of use 38 years later. Legal
priority of RAVINIA precedes that of RFA’s use.

Although RBC desires to do business with RFA in recognition of their desire to attract
a younger micro-brew drinking audience, they will not tolerate any third party appropriation
of RAVINIA BREWERY as their own. Some of RBC’s owners and the undersigned grew up
and currently live in and around Ravinia, went to Ravinia School, frequented RAVINIA
Mr. Richard Sevcik, Esq.
Perkins Coie LLP
February 19, 2018
Page 3 of 4

HARDWARE (defunct), RAVINIA COFFEE [Station] and RAVINIA BBQ & GRILL, and
still use RAVINIA PLUMBING and the Ravinia Metra Station . Consistent with the USPTO’s
recent allowance of RBC’s trademark application and historic co-existence with other like
businesses particularly on Roger Williams Ave., RBC has the right to use and register
RAVINIA BREWERY without RFA attempting to subvert, control or misappropriate it for
themselves.

With this stated, RBC respects the valid and enforceable intellectual property of others
and will take reasonable steps necessary for preventing source confusion should it come to
their attention. For example, it will not use RAVINIA FESTIVAL in sponsorship or affiliation
with its beer unless RFA consents and/or licenses it to RBC. With all rights expressly reserved,
RBC would acknowledge that a trademark license would be appropriate for RAVINIA
FESTIVAL since this is what RFA is known as and referred to in connection with an
entertainment venue.

For a limited time, RBC is willing to pay $35,000 as a sponsorship fee in connection
with its February 7, 2018 letter to RFA, and in case there was ambiguity, the trademark
contemplated for use by RBC is RAVINIA FESTIVAL for canned beer where RBC and RFA
would work together in terms of marketing, timing, quantity and a certain percentage of sales
to mutually benefit from the limited affiliation.

The proposed 13 page license has too many problems to mark up and RBC
unfortunately must dismiss it outright. The trademark license we envision would be a typical
length of several pages and the licensed trademark is solely RAVINIA FESTIVAL, a broad
outline of terms begins on page 11 of the “Ravinia Festival Collaboration Jan 9 2018.pdf”
(enclosed). Since RAVINIA FESTIVAL is a source indicator of RFA, we expect RFA will be
instrumental with respect to the particulars of how the trademark is displayed, where this beer
is distributed, quantity of beer, etc.

Beside the $35,000 one-time payment, a royalty or percentage of sales is proposed at

5% since margins are thin in this micro-brew industry and distribution largely is a marketing
effort by RFA timed on or around when tickets are on sale. This triple value to RFA of cash
for sponsorship, 5% royalty and direct marketing for RFA to a key demographic it is attempting
to attract has been enthusiastically embraced by RFA leadership that recognize the promotional
value RFA can achieve from this business arrangement.

RFA must pivot quickly away from this unanticipated position taken in its license of
ownership of the word RAVINIA for beer or brew pub services, particularly because it is part
of a composite mark that RFA has never used. Failure to do so by Friday, February 23, 2018
will result in harm to both our respective clients and the community in loss of opportunity and
cost. For example, after this date, (1) RBC will not be in a position to run a RAVINIA
FESTIVAL (or similar collaboration) line of beer for its mid-March ticket sale launch that
would maximize marketing value to RFA and RBC, (2) as a result, RBC will be in a less likely
position to become a sponsor, or at least pay the full $35,000 negotiated, and (3) the building
out of the brew pub on Roger Williams was supposed to begin today but is being delayed by
its owners who condition owning RAVINIA BREWING without RFA claiming ownership or
Mr. Richard Sevcik, Esq.
Perkins Coie LLP
February 19, 2018
Page 4 of 4

otherwise a cloud being placed over them.

The result will be that the brew pub will not be open by summer, the community
including RFA patrons will miss out and it is possible RBC will not be built at all. RBC will
need to explain why they have not started building to its many supporters in Highland Park
and the North Shore, and them being obstructed by RFA is going to outrage residents and
businesses alike who will perceive RFA as a threat and liability, rather than a community asset.
RBC seeks a speedy resolution and understanding along the lines stated herein and cautions
RFA that a trademark dispute is not in its interest, would distract and derail the productive
efforts by our clients thus far and could have far reaching adverse consequences.

Just as there has not been a likelihood of customer confusion with Ravinia Business
District businesses on Roger Williams Ave. utilizing the word RAVINIA in the past, we are
confident that there will not be any unintended source confusion in the future. Further
cooperation along the lines already established between the business operations teams of our
respective clients will be plenty sufficient to alleviate those perceived risks and concerns.

Very truly yours,

Brett M. Tolpin
Mark R. Bagley
Attorneys for Ravinia Brewing Company, LLC
 TRADEMARK LICENSE AGREEMENT

This Trademark License Agreement (“Agreement”), dated as of February ___, 2018 (the
“Effective Date”), is made by and between Ravinia Festival Association, a non-profit corporation
of Illinois, having an address at 418 Sheridan Road, Highland Park, IL 60035 (“Licensor”) and
Ravinia Brewing Company LLC, a limited liability company of Illinois, having an address at 957
Judson Ave., Highland Park, IL 60035 (“Licensee”).

WHEREAS, Licensor owns the RAVINIA Mark (as defined below); and

WHEREAS, Licensee wishes to obtain, and Licensor wishes to grant to Licensee, a

limited, non-exclusive license to use the RAVINIA Mark as part of the RBC Mark (as defined
below) in connection with the Business (as defined below), and subject to the terms and
conditions of this Agreement.

NOW THEREFORE, in consideration of the terms hereof and other good and valuable
consider, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1. Definitions.

a. “Business” means the manufacture, distribution, packaging, advertising, marketing,

promotion, sale, or other exploitation of the Licensed Products.

b. “Licensed Products” means beer.

c. “Net Sales” mean the gross invoice price of the Licensed Products sold by Licensee,
less actual returns as well as taxes, duties, and shipping charges separately stated on
the invoice. No other costs incurred in the manufacturing, packaging, selling,
advertising, marketing, promotion or distribution of the Licensed Products or any
uncollectible accounts or allowances shall be deducted.

d. “Packaging Materials” means packaging materials for Licensed Products including

containers, labels, tags and other materials accompanying such products and in which
the Licensed Products are sold.

e. “Promotional Materials” means all advertising, marketing, public relations and

promotional materials used in connection with Licensed Products.

f. “RAVINIA Mark ” means the trademark RAVINIA.

g. “RBC Mark” means RAVINIA BREWING COMPANY.

h. “Royalty Payments” means the Royalty Rate of all Net Sales of Licensed Products
sold by Licensee.

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 i. “Royalty Rates” means the royalty percentages listed in Section 9(a) of this
Agreement.

j. “Term Year” means each successive twelve (12) month period during the Term,
commencing as of the Effective Date.

k. “Territory” means the United States.

l. Other Defined Terms:

“Agreement”……………………………………... Preamble
“Annual Review”…………………………………. Section 3
“Distributors and Suppliers”…..………………… Section 7
“Effective Date”………………………………….. Preamble
“Legends”………………..………………............ Section 5(b)
“License”………………………………………… Section 2
“Licensee”……………………………………….. Preamble
“Licensing Statement”…………………………… Section 2(a)
“Licensor”……………………………………….. Preamble
“Notices”………………………………………… Section 16(a)
“Quality Standards”……………………..………. Section 4
“Quantity of Barrels”……………………………. Section 9(a)
“RAVINIA BREWING Filing” Section 2(d)
“Termination Inventory”………………………... Section 14
“Term”…………………………………………… Section 13
“Violation”………..……………………………... Section 8(b)

2. Grant of License; Limitations. Subject to the terms and conditions of this Agreement,
Licensor hereby grants to Licensee, and Licensee hereby accepts, a limited, non-exclusive
license (the “License”) during the Term to use the RAVINIA Mark as part of the RBC Mark
in connection with the Business in the Territory, provided that Licensee complies with the
following terms and limitations:

a. To include a licensing statement on Licensee’s website, on the Licensed Products,

the Packaging Materials, and Promotional Materials for the Licensed Products as
follows: “Ravinia Brewing Company is a separately owned entity with a limited
license to use the RAVINIA trademark from the Ravinia Festival Association”
(the “Licensing Statement”). Other than the Licensing Statement, Licensee may
not make any statements connecting itself to Licensor or the Ravinia Festival. The
initial presentation and any later revisions of the Licensing Statement shall be
subject to Licensor’s prior written approval;

b. To always use the RBC Mark as RAVINIA BREWING COMPANY;

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 c. To use the RBC Mark only on the Licensed Products in connection with the
Business, and to refrain from using or seeking to register the RBC Mark with any
other goods or services, including, but not limited to, for any educational services,
(including, but not limited to, any partnership with So. Illinois University), or any
restaurant or food services (including, but not limited to, at Licensor’s current
brewery location), unless Licensee obtains Licensor’s prior written approval,
which may be withheld in Licensor’s sole discretion;

d. Licensee may continue to hold the U.S. Trademark Application to register

RAVINIA BREWING (Serial No. 86646550) and any resulting registration (the
“RAVINIA BREWING Filing”) in the name of Licensee, provided that:

i. if this Agreement is terminated by Licensor, Licensee must transfer the

RAVINIA BREWING Filing to Licensor;

ii. Other than the RAVINIA BREWING Filing, Licensee shall never use or
seek a registration for RAVINIA, RAVINIA FESTIVAL, or any other
RAVINIA-formative mark, or any other trademarks, designs, terms or
other indicators of source that include the term RAVINIA or are similar to
the RAVINIA Mark, without Licensee’s prior written approval, which
may be withheld in Licensor’s sole discretion; and

iii. Trademark applications and resulting registrations for any marks approved
under 2(d)(ii), if any, will be owned by Licensor and subject to the terms
of this Agreement unless otherwise agreed to in a writing signed by both
parties;

e. To never use the term FESTIVAL or any music-related terms, including, but not
limited to famous musical artist names, in connection with the RBC Mark, as a
separate trademark or otherwise, or as a name for a particular variety of the
Licensed Products or otherwise in connection with the Licensed Products;

f. To revise the display of the current RBC Mark so that BREWING COMPANY
appears no less than fifty (50%) percent smaller than the term RAVINIA, and to
phase out all use of the current presentation of the RBC Mark within three (3)
months of the Effective Date, provided that Licensee is not required to recall any
Licensed Product that has already been distributed as of the Effective Date. The
revised presentation of the RBC Mark shall be subject to Licensor’s prior written
approval;

g. To never use any typeface that is similar to Ravinia Festival’s typeface, provided

that Licensee may continue to use its current typeface (i.e. ) with the
RBC Mark, but must obtain Licensor’s prior written consent prior to making any
material changes to such typeface;

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 h. To never use the RBC Mark in connection with music or music festivals,
including, but not limited to, (i) never having any live musical performances at
Licensee’s brewery or connected restaurant, (ii) never sponsoring or endorsing
any music venues or events (including never using the phrase “Ravinia Brewing
Company presents” in association with any musical performances or music
festivals), and (iii) never cross-branding the RBC Mark or the Licensed Products
with any other brand, product or service related to music. The foregoing
limitations shall not restrict Licensee from selling the Licensed Products at third
party venues or festivals that play music in the ordinary course of business;

i. Licensee may continue to use the RAVINIA Mark in the raviniabrewing.com

domain name, provided that, (i) if this Agreement is terminated, Licensee shall
transfer such domain to Licensor, and (ii) Licensee shall not register any other
domain names containing the RAVINIA Mark, RAVINIA FESTIVAL or
anything similar; and

j. Licensee may continue to use Ravinia Brewing Company as its corporate name,
provided that (i) if this Agreement is terminated, Licensee shall change its
corporate name to no longer include the RAVINIA Mark, and (ii) Licensee shall
not adopt or use any other term which is similar to or confusing with the
RAVINIA Mark or RAVINIA FESTIVAL, as part of its corporate name or style
of doing business.

3. Approvals. Licensee shall obtain Licensor’s prior written approval, which may be withheld in
Licensor’s discretion, with respect to each initially proposed use of the RBC Mark and any
later proposed revisions thereof, including, without limitation, with respect to the look and
feel of any Licensed Products, Packaging Materials or Promotional Materials in connection
with which Licensee proposes to use the RBC Mark. Additionally, within thirty (30) days of
the start of each Term Year, Licensee shall provide to Licensor a report of all current uses of
the RBC Mark for Licensor’s review and re-approval (the “Annual Review”). In the event
that Licensor desires to make any changes to the presentation of the RBC Mark during the
Annual Review (which Licensor shall be permitted to do upon written notice to Licensee,
provided that Licensor shall not request changes to unchanged materials previously
approved), Licensee shall then develop commercially suitable replacement Packaging
Materials and Promotional Materials as promptly as possible following Licensee’s
utilization, in the ordinary course of business, of all of its current inventory of Packaging
Materials and Promotional Materials.

4. Quality Standards. Licensee shall at all times cause the Licensed Products offered under the
RAVINIA Mark to be manufactured, distributed, marketed, promoted and sold in accordance
with the same or higher standards of quality than the qualities of the Licensed Products
existing as of the Effective Date. Additionally, Licensee shall manufacture, distribute,
market, promote and sell the Licensed Products (i) pursuant to Section 6. below, (ii) in
accordance with industry standards for high quality craft breweries, and (iii) solely in a
manner that will reflect positively on the goodwill, reputation, image and prestige of the
RAVINIA Mark (the “Quality Standards”).

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5. Marketing, Advertising and Promotion.

a. Licensed Products; Packaging Materials; Promotional Materials. at the Annual

Review, Licensee shall submit (and shall cause its subcontractors or sub-licensees
to submit) to Licensor for inspection such reasonable quantity of items of
Licensed Products then in production and related Packaging Materials and
Promotional Materials to permit Licensor to confirm that the use of the Ravinia
Mark hereunder conforms to the Quality Standards. The parties agree that ten (10)
cases of the Licensed Product per Term Year is a reasonable quantity. In the event
that any Licensed Products, Packaging Materials or Promotional Materials fail to
meet the Quality Standards and Licensor notifies Licensee in writing of such
failure, Licensee shall promptly cease production, distribution or other
exploitation of the Licensed Products, Packaging Materials or Promotional
Materials that do not comply with the Quality Standards and take other such steps
to rectify such non-compliance to the reasonable satisfaction of Licensor. In the
event such non-compliance is not rectified with ten (10) business day if related to
the Licensed Products and within sixty (60) days if related to the Packaging
Materials or Promotional Materials, Licensor shall have the right to terminate this
Agreement.

b. Legends. In addition to the Licensing Statement requirement pursuant to Section

2(a) of this Agreement, Licensee will cause to appear on all Licensed Products
offered under the RBC Mark, and related Packaging Materials and Promotional
Materials, such legends, markings and notices (the “Legends”) as Licensor shall
reasonably require. In the event that Licensor desires to make any changes to the
Legends (which Licensor shall be permitted to do upon written notice to Licensee,
provided that Licensor shall not request changes to unchanged materials
previously approved), Licensee shall then develop commercially suitable
replacement Packaging Materials and Promotional Materials as promptly as
possible following Licensee’s utilization, in the ordinary course of business, of all
of its current inventory of Packaging Materials and Promotional Materials.

6. Compliance with Laws. All Licensed Products shall be manufactured, offered for sale, sold,
labeled, packaged and distributed, and advertised, marketed, promoted, publicized and
otherwise exploited, in accordance with all applicable laws and regulations. Licensee shall
promptly notify Licensor upon learning of any material failure of the Licensed Products or
the manufacturing, offering for sale, sale, labeling, packaging, distribution, advertising,
marketing, promotion, publicizing or exploitation thereof to comply with any such laws or
regulations and Licensee shall take all corrective actions as may be reasonably necessary or
appropriate to prevent any such failure to comply with any such laws or regulations of which
it learns from recurring. License shall notify Licensor immediately upon an recall of
Licensed Products. Licensee shall obtain all necessary approvals, registrations, consents,
licenses and permits required by or from any third party or by any governmental or
administrative authority or subdivisions thereof that are necessary in connection with the
Business, including, without limitation, product documentation, documentation of recalls,

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 any product registrations with any government agency or health authority, or any registration,
approvals, or filing of this Agreement, which documentation shall be maintained on a
permanent basis by the Licensee notwithstanding termination or expiration of the License or
this Agreement. Without limiting the generality of the foregoing, Licensee shall be
responsible, at its sole cost and expense, for complying with, conducting, or otherwise
responding to any recalls or returns of the Licensed Products, whether mandated by
regulatory authorities or other third parties.

7. Sublicensing and Distribution, Subcontractors and Suppliers. Pursuant to Section 16(b) of

this Agreement, Licensee shall have no right to transfer or assign this Agreement or any of its
rights or obligations under this Agreement without the prior written consent of Licensor.
Notwithstanding the foregoing, Licensee shall have a limited right to sublicense its rights and
obligations under this Agreement to third party distributors and suppliers (all such third
parties are collectively referred to herein as the “Distributors and Suppliers”), solely to
effectuate the manufacture, distribution and promotion of the Licensed Products as expressly
authorized under with this Agreement. Licensee shall ensure that all agreements with any
such third parties comply with the terms hereof, including, without limitation, the Quality
Standards set forth herein. Any act or omission by a Distributor and Supplier which would be
a breach of or default under this Agreement if done by Licensee shall constitute a breach of
or default under this Agreement by Licensee. Compliance with the terms and conditions of
this Agreement will remain the sole and exclusive responsibility of Licensee and Licensee
will be responsible for all acts and omissions of all Distributors and Suppliers.

8. Intellectual Property Rights.

a. The RAVINIA Mark. Licensee acknowledges that, as between Licensor and

Licensee, Licensor owns all right, title and interest in and to the RAVINIA Mark
and the trademark RAVINIA FESTIVAL. Licensee shall use the RBC Mark only
in the manner and to the extent specifically permitted by this Agreement, and
shall not contest or do or cause to be done anything which in any way impairs or
challenges in any way Licensor's ownership, right, title or interest in and to the
RAVINIA Mark or instruct or facilitate any third party in any contest, challenge,
or action against Licensor's ownership, right, title or interest in and to the
RAVINIA Mark. Use of the Ravinia Mark by Licensee shall be deemed to be use
by Licensor for purposes of trademark maintenance and registration. Licensee
acknowledges that all rights accruing from Licensee’s use of the RAVINIA Mark
(and any goodwill resulting from such uses) shall inure solely to the benefit of
Licensor and that Licensor is the owner of all enhancements in value attached or
which may become attached to the RAVINIA Mark. Subject to Section 2(d)
above, Licensee hereby assigns to Licensor all rights in and to the RAVINIA
Mark that may have been or be acquired by Licensee by operation of law or
otherwise as a result of any such use.

b. Infringement. Licensee agrees upon its learning thereof to notify Licensor

promptly in writing of any infringement of the RAVINIA Mark, any
counterfeiting of the Licensed Products or any applications or registrations for

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 marks confusingly similar to the RAVINIA Mark (any such infringement,
counterfeiting, application or registration, a “Violation”). Licensee shall take no
action on any Violations, other than to inform Licensor in accordance with the
preceding sentence, without Licensor’s prior written consent. In the event
Licensor authorizes Licensee to take any action with respect to any Violations,
Licensee (i) shall take such actions as Licensor shall request in its discretion for
the protection of the RAVINIA Mark; (ii) shall at all times keep Licensor
apprised of all developments with respect to such Violation; and (iii) shall not
settle or resolve any Violation without Licensor’s prior written consent.

9. Royalties; Statements and Payments; Audits.

a. Royalties.

i. Commencing after the first two (2) years of the Term, Licensee shall pay
the following Royalty Rates on Licensee’s Net Sales from the Licensed
Products made from the following annual quantities of barrels of beer
(“Quantity of Barrels”) produced by Licensor, in accordance with the
terms and conditions of this Agreement:

Royalty Rate Annual Quantity of

Barrels
2% 0-2,000
5% 2,001-4,000
10% 4,001 and above

ii. For purposes of clarity, the parties acknowledge that roughly 165 12 oz.
cans of beer are typically produced per barrel of beer and Licensee expects
to receive approximately $10.00 in Net Sales per six-pack of the Licensed
Product. Accordingly, the estimated Net Sales earned by Licensee and the
estimated Royalty Payments to be paid to Licensor are as follows. In the
event that Licensor’s actual Royalty Payment is less than the amounts
listed below by more than ten (10%), Licensee shall pay to Licensor the
difference between the actual Royalty Payment and the expected Royalty
Payment listed below.

Annual Quantity of Barrels Licensee’s Annual Net Licensor’s Annual

Sales Expected Royalty Payment
0-2,000 $0 - $550,000 $0 - $11,000
2,001-4,000 $550,275 - $1,100,000 $27,513.75 - $55,000
4,001 and above $1,100,275+ $110,027.50 +

b. Statements and Payments. Within 30 days after the end of each calendar quarter,
Licensee will provide Licensor with a full, accurate and detailed statement signed
by its chief financial officer or other officer, including the Quantity of Barrels,
quantity of Licensed Products distributed and/or sold during the preceding

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 calendar quarter, Licensee’s Net Sales, the Royalty Rate, and the Royalty
Payment due, accompanied by a check in the amount of such Royalty Payment.
In addition, upon Licensor’s request, Licensee will promptly provide Licensor
copies of all (i) purchase orders received for Licensed Products; (ii) invoices
issued by Licensee relating to Licensed Products; and (iii) other documentation
and statements as Licensor may reasonably require to monitor compliance with
the terms of this Agreement.

c. Recordkeeping; Audit. Licensee will keep accurate books and records relating to
all transactions relevant to this Agreement. All such books of account, records
and databases will be kept available for at least five (5) years after any expiration
or termination of this Agreement, howsoever occasioned. During the term of this
Agreement, Licensor and its designees may audit Licensee’s books and records
and inspect Licensee’s facilities and procedures for purposes of verifying
Licensee’s compliance with this Agreement and Licensor’s instructions or
directives under this Agreement. Audits and inspections will be conducted during
regular business hours with reasonable prior written notice. Licensee will provide
Licensor and its designees with access to the relevant records and facilities.
Licensor will pay for the costs of Licensor’s audit, provided that, in the event that
the audit reveals an underpayment by Licensee of more than five (5%) percent,
Licensee shall pay the costs of such audit. Additionally, Licensee shall promptly
pay to Licensor any underpayments revealed by any audit by Licensor.
Licensor’s designated auditors may be escorted by Licensee’s personnel when on
Licensee’s premises, and will not unreasonably interfere with Licensee’s normal
course of business.

10. Representations and Warranties.

a. Licensor’s Representations and Warranties. Licensor represents and warrants to

Licensee that Licensor has the full right, power and authority to grant the rights
herein granted to Licensee (including, without limitation, the right to license the
RAVINIA Mark owned by Licensor in accordance with this Agreement) and
doing so does not violate any agreement between Licensor and a third party or
any other rights of a third party.

b. Licensee’s Representations and Warranties. Licensee represents and warrants to

Licensor that Licensee has the full right, power and authority to enter into this
Agreement and perform its obligations hereunder and by doing so does not violate
any agreement between Licensee and a third party or any other rights of any third
party.

11. Indemnification. Licensee hereby agrees to indemnify and hold harmless Licensor, and its
respective owners, members, managers, officers, directors, employees, agents and
representatives from and against any and all actions, damages, claims, liabilities, costs,
expenses, and losses (including, without limitation, reasonable attorneys’ fees) brought by
third parties against, incurred by, or paid by any of them at any time, in any way arising out

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 of or relating to (i) a breach of or inaccuracy in any representation, warranty, or covenant of
Licensee in this Agreement; or (ii) Licensee’s conduct of the Business. If appropriate action
is not taken by the Licensee after Licensee’s learns of any such claims, Licensor, at
Licensee’s cost and expense, may defend and/or settle the action, claim or proceeding with
counsel of its own choosing. Any actions taken or expenses incurred by Licensor shall not
dissolve Licensee’s obligations hereunder.

12. Continuing Cooperation; Further Assurances. Each party shall cooperate with the other as
necessary to effect the terms of this Agreement.

13. Term and Termination. Unless terminated by Licensor or Licensee in accordance with the
terms of this Section 13 or extended by the written approval of the parties, the term of this
Agreement shall commence on the Effective Date and continue for a period of three (3) years
(the “Term”).

a. Licensor shall have the right to terminate this Agreement:

i. if Licensee (A) is in breach of this Agreement and (B) if such breach is

capable of being cured, but Licensee has failed to cure such breach within
thirty (30) days (except as otherwise provided herein) of being notified by
Licensor in writing of such breach;

ii. if Licensee is unable to meet its obligations as they generally become due;

iii. if there is an entry of a judgment against Licensee in an amount that

Licensor, in its discretion, determines puts Licensee’s business at risk,
which is not promptly paid or for which a stay of execution is not procured
within the time limit for appeal, and, if appealed, for which a stay shall not
be procured during such appeal;

iv. if Licensee ceases its business as currently operated, or takes any

affirmative action to cease to carry on its business as currently operated;

v. if Licensee fails to maintain its limited liability company existence in good

standing; or

vi. if Licensee does anything that is regarded as morally objectionable by

Licensor or otherwise fails to maintain a positive public image.

b. This Agreement shall automatically terminate by its terms: (i) if there is any
purported assignment, sub-license, encumbrance or transfer of this Agreement or
the License by Licensee (other than as approved by Licensor in accordance with
the terms of this Agreement), including but not limited to any sale or other
transfer of all or substantially all of the assets of the Licensee; (ii) if Licensee files
a petition for relief under any chapter of the United States Bankruptcy Code 11
U.S.C. § 101 et seq.; (iii) if Licensee becomes insolvent, or makes an assignment

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 for the benefit of its creditors; (iv) if Licensee files a petition, or otherwise seeks
relief under, or pursuant to any bankruptcy, liquidation, insolvency, or
reorganization statute or proceedings; (v) if Licensee has a custodian, receiver,
sequestrator, trustee or similar officer appointed for Licensee or, in the opinion of
Licensor, a substantial portion of its business or assets; and/or (vi) if Licensee
files an application for suspension of payments or makes a proposal of a
compromise or arrangement with creditors under any legislation.

c. The following provisions shall survive any expiration or termination of the

Agreement: 1, 6, 8(a), 10, 11, 14, 15 and 16.

14. Actions Upon Termination. Upon the termination of this Agreement for any reason, (i) the
License shall cease and terminate; (ii) within ten (10) days of termination, Licensee shall
transfer the RAVINIA BREWING Filing and the domain raviniabrewery.com to Licensor,
and change its company name in accordance with Section 2 of this Agreement; (iii) Licensee
shall cease and desist, and refrain from using the RAVINIA Mark and the RBC Mark in
connection with the Business; (iv) Licensee shall, upon Licensor’s request, deliver to
Licensor a complete schedule of Licensee’s inventory of Licensed Products, related work-in-
process, raw materials, Packaging Materials, Promotional Materials on hand, in the
possession of third parties and in transit (the “Termination Inventory”); and (v) Licensor
shall have the right to purchase any remaining Termination Inventory at Licensee’s cost
(assuming that such Termination Inventory is current and in first quality condition) and at a
fair and reasonable discount to Licensee’s cost for any Termination Inventory which is not
current or in first quality condition.

15. Confidentiality. Subject to the Licensing Statement requirement pursuant to Section 2(a) of
this Agreement, Licensee shall keep the terms of this Agreement confidential except to the
extent required by law.

16. Miscellaneous.

a. Notices. All reports, approvals, requests, demands, notices and other

communications (collectively, “Notices”) required or permitted by this
Agreement shall be in writing. Notices shall be duly given, upon receipt, if
delivered personally, if mailed (by certified or registered mail, return receipt
requested) or if delivered by nationally-recognized overnight courier or mail
service that requires the addressee to acknowledge, in writing, the receipt thereof,
to the party concerned at its address set forth on page 1 (or at any other address as
a party may specify by notice in writing to the other); or if emailed or faxed
provided that the recipient has acknowledged receipt thereof in writing. In the
case of notices to Licensor, a copy of such notice must be sent to the following
addresses:

Richard Sevcik, Esq.

Perkins Coie LLP
131 S. Dearborn Street, Suite 1700

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 Chicago, IL 60603
rsevcik@perkinscoie.com
p: (312) 324-8653

and

Lynne E. Graybeal, Esq.

Perkins Coie LLP
1201 3rd Avenue, Suite 4900
Seattle, WA 98101
lgraybeal@perkinscoie.com
p: (206) 359-6485

b. Assignment. Licensee may not assign this Agreement, in whole or in part,

without the prior written consent of Licensor, which may be withheld in
Licensor’s discretion. Licensor may assign this agreement to any third party,
provided that such third party assumes Licensor’s rights and obligations
hereunder.

c. Severability. If any provision or provisions of this Agreement shall be

determined by a court of competent jurisdiction to be illegal or unenforceable, the
remaining provisions hereof shall be deemed severable and enforceable in
accordance with their terms.

d. Governing Law. This Agreement and the rights and obligations of the parties
hereunder shall be governed by and construed in accordance with the (i) internal
laws of the State of Illinois applicable to agreements made and to be performed
wholly within such State (other than the conflict of laws principles of such State
to the extent the application of the laws of another jurisdiction would be required
thereby) and (ii) the federal trademark laws of the United States, and other federal
intellectual property laws, as applicable. The parties hereby consent to the
exclusive jurisdiction of the federal and state courts situated in Chicago, Illinois.
for the resolution of any claim or controversy hereunder.

e. Binding Effect. This Agreement shall be binding upon and inure solely to the
benefit of the parties hereto and their respective successors and permitted assigns.
Nothing expressed or mentioned in this Agreement is intended or shall be
construed to give any person other than the parties hereto and their respective
successors and assigns any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision herein contained.

f. Modification. Neither this Agreement nor any provision hereof may be modified,
changed, discharged or terminated except by an instrument in writing signed by
each of the parties hereto.

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 g. Headings. The headings of sections and paragraphs of this Agreement are inserted
for convenience of reference only and shall not be deemed a part of this
Agreement.

h. Entire Agreement. This Agreement contains the entire agreement between the
parties hereto relating to the subject matter hereof and supersedes any prior oral or
written understandings between the parties hereto relating to the subject matter
hereof.

i. Relationship of Parties. Nothing herein contained shall be construed to constitute

the parties hereto as partners or as joint venturers, or either as agent of the other,
and neither party shall have any power to obligate or bind the other party in any
manner whatsoever.

j. Waiver. No waiver by either party, whether express or implied, of any provision

of this Agreement, or of any breach or default thereof, shall constitute continuing
waiver of such provision or of any other provision. If any acts or omissions by
any party not in conformity with any requirement of this Agreement are not
objected to by any of the other parties, the failure to object shall not be a waiver
by the other of the requirement and it/he may insist upon due performance at any
time.

k. Counterparts. This Agreement may be executed in one or more counterparts, each

of which when so executed and delivered shall be an original, but all such
counterparts together shall constitute one and the same instrument.

{Signature page follows}

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IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the
Effective Date.

LICENSOR:

RAVINIA FESTIVAL ASSOCIATION

By:
Print Name:
Title:

LICENSEE:

RAVINIA BREWING COMPANY LLC

By:
Print Name:
Title:

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