Review Herdshare Contracts

BOVINE AGISTMENT AGREEMENT

THIS AGREEMENT, made —, by and between Raw Milk Oregon, LLC (Agister) and — (Owner).

Recitals

Agister possesses dairy facilities at Raw Milk Oregon, LLC, 2085 Yellow Fir Rd. Tillamook, OR. 97141 (the "Dairy Facilities"), for the holding, caring for, and handling and milking of dairy cows.

Owner has an undivided interest in a herd of dairy cows (the "Herd") and desires to board the cow constituting Owner's undivided interest in the Herd at the Dairy Facilities. Agister has agreed to provide care and boarding for the Herd at the Dairy Facilities for a fee based on your location; and Owner (together with the Herd Owners of all the undivided interests in the Herd, each of whom is entering into this or a similar agreement with Agister) desires to board cows constituting Owner's undivided interest in the Herd with Agister and to have Agister pasture, care for, and milk the Herd, pursuant to the terms and conditions of this agreement.

The parties agree as follows:

1. Definitions.

A. "Agister" shall mean the person who will pasture and control the Herd at the Dairy Facilities; feed, maintain and care for the Herd; milk the Herd; and prepare the production of the Herd for pick up by Herd Owners or their agents.

B. "Agistment" shall mean pasturing and controlling the Herd at the Dairy Facilities; feeding, maintaining and caring for the Herd; milking the Herd and preparing the production from the Herd for pick up by Herd Owners or their agents.

C. "Herd" means the dairy cows referred to in the Recital above, augmented annually by any increases and replacements, and diminished annually by any decreases.

D. "Herd Agreements" shall mean collectively this Agreement and all of the other substantially similar agreements signed by the owners of the remaining undivided interests in the Herd.

E. "Owner" shall mean the person who possesses an undivided interest in the Herd.

F. "Herd Owners" shall mean collectively all the owners of undivided interests in the Herd.

G. "Percentage Interest" shall mean the undivided percentage interest of Owner (or another person) in the Herd determined by dividing the total number of the Owner's (or other person's) shares in the Herd by the total number of shares authorized to be sold in the Herd.

2. Boarding Fees.

A. For boarding his/her undivided interest in the Herd, Owner shall pay to Agister a Monthly boarding fee based on your location, per share owned by Owner. The first month's boarding fee is to be paid with the execution of this Agreement. Thereafter, the boarding fee shall be paid by Owner to Agister, on the 1st of each month. The date that milk shares are picked up will be set by the Agister based on availability of milk and may be subject to change based on supply. The parties agree that the amount of the boarding fee is a fair and reasonable charge for the services and supplies to be provided by Agister to Owner under this agreement.

B. Agister may, at their discretion, adjust the boarding fee up to twice each year to cover any increased expense of boarding and caring for the Herd, such increase not to exceed 5%.

C. Invoice/Payment: Owner shall pay monthly boarding fees by the first of the month, and no later than the first pick-up of the month.

3. Shares of Milk

A. Owner shall be entitled to receive a percentage of the weekly milk production equal to Owner's Percentage Interest in the Herd. The actual amount Owner receives will be based on the actual production, which will vary.

B. Owner shall pick up milk on the days scheduled by Agister. If Owner does not pick up milk within three (3) days after scheduled date, unless Owner notifies Agister, Agister may dispense with milk as Agister prefers, subject to paragraph 6 below.

C. Agister shall provide half-gallon glass jars with lids for the storage of milk to be returned weekly. Owner assumes all responsibility for cleaning, sanitation, and returning the jars and lid in usable condition to Agister for refilling. Agister may impose a charge to replace broken or unusable jars.

D. Owner agrees that Owner's share of the Herd's milk production shall be used only by Owner and Owner's immediate family members. Owner accepts all risks associated with the consumption of raw milk.

4. Duties of Agister.

A. To board the Herd at the Dairy Facilities and to provide any other reasonable services required by this Agreement or requested by the Herd Owners;

B. To maintain and care for the Herd using sound practices in accordance with the herd health protocols attached with this Agreement (Exhibit A);

C. To manage the Herd for and on behalf of the Herd Owners and to acquire and dispose of cows as shall be necessary to maintain the health and productive capacity of the Herd;

D. To pay all expenses for maintaining and caring for the Herd as required above including all tests conducted in accordance with the herd health protocols, except extraordinary veterinary expenses shall be paid pro rata by Owner on a per share basis; and

E. To provide reports to Owner as shall be appropriate to apprise Owner of the condition of the Herd and any other information that will be useful to Owner regarding the health and performance of the Herd.

F. To bottle and cap milk and milk products on the farm and in a sanitary manner.

5. Special Services.

Should Agister determine that special services are reasonably necessary, or should Owner request Agister to perform any special services beyond the boarding required under this agreement, Agister and Owner shall agree as to the amount of charges, if any, in addition to the monthly boarding fee, to be paid by Owner to Agister for the special services.

6. No Sales of Milk.

Agister and Owner acknowledge that the unlicensed sale of raw milk is prohibited by the State of Oregon with a small farm exception. Under no circumstances shall either Agister or Owner transfer the ownership or possession of any raw milk production from the Herd in any transaction that would constitute a sale of milk in violation of the statutes of the State of Oregon. Agister and Owner each agrees to indemnify and hold the other harmless for any liability, loss, damage, expense or penalties that are incurred by the other because of a breach of the provisions of this Paragraph by the indemnifying party.

7. Lien for Charges; Enforcement.

A. Owner shall timely pay the boarding charges and other charges contemplated by this Agreement. Agister shall have, and Owner hereby grants to Agister, a lien and security interest in Owner's undivided interest of the Herd for all unpaid purchase price, boarding and other charges that this Agreement obligates Owner to pay.

B. Owner agrees that in the event the payments for which Owner is liable are not paid within the time provided herein or otherwise agreed between Agister and Owner, Agister may dispose of Owner's interest in the Herd for any and all unpaid charges at public or private sale, with or without public notice, ten (10) days after having notified Owner in writing of Agister's intent to act, and apply the net proceeds, if any, to Owner's debt. In the alternative, Agister may acquire Owner's interest in the Herd in satisfaction of the debt.

8. Ownership; Transfer

A. Owner specifically represents and warrants to Agister that Owner has acquired his/her interest in the Herd for Owner's own use and benefit.

B. Owner shall at no time and under no circumstances sell or exchange any of Owner's interest in milk production from the Herd and shall at all times use the Owner's share of milk production for Owner's own use. Because all of the Herd Agreements are independent and cannot function without all interests in the Herd being covered by them, notwithstanding the foregoing, if any court orders a transfer or assignment of any interest, the court is requested to make the transfer or assignment subject to the terms of the Herd Agreement.

9. Owner's Assumption of Risk and Waiver of Claims.

A. Owner understands and acknowledges that raw milk may contain harmful pathogens and that its consumption is not recommended by the Centers for Disease Control (CDC), the Food and Drug Administration (FDA). The agister shall also include the following warning label on all products sold:

Government Warning: Raw (unpasteurized) milk and raw milk dairy products may contain disease causing microorganisms. Persons at risk include newborns and infants; the elderly; pregnant women; those taking corticosteroids, antibiotics or antacids; and those having chronic illnesses or other conditions that weaken their immunity.

Owner agrees that Owner will educate Owner's family members about the risks associated with the consumption of raw milk and with the improper storage of raw milk and releases Agister from any responsibility for education of Owner's family members.

B. Owner understands and acknowledges that there are or may be risks of harm encountered in visiting or entering Agister's premises or any other premises where the Herd is located including but not limited to visiting and/or interacting with the Herd and/or other animals that may be found in the vicinity of the Herd.

C. By signing this Agreement, Owner hereby knowingly and voluntarily assumes the risk of any and all such harm and also hereby waives any and all right to make, file, or pursue any claims, demands, suits, actions, causes of action, damages, etc. against the other Herd Owners, Agister or any of Agister's agents, employees, representatives, principals, lessors, lessees, vendors, contractors, subcontractors, etc. that arise out of or in any way relates to any injury, illness, death, loss or damage caused, in whole or in part, by (1) the handling or consumption of raw milk produced by the Herd, and/or (2) visiting or entering upon Agister's premises or any premises where the Herd is located.

D. In addition, Owner hereby waives any and all right to make, file, or pursue any claims, demands, suits, actions, causes of action, damages, etc. against the other Herd Owners, Agister or any of Agister's agents, employees, representatives, principals, lessors, lessees, vendors, contractors, subcontractors, etc. that arise out of or in any way relates to any injury, illness, death, loss or damage to the Herd caused, in whole or in part, by the care and/or boarding of the Herd by Agister.

10. Indemnification.

A. Owner shall indemnify and defend Agister and all other Herd Owners and shall hold harmless Agister and all other Herd Owners against any and all demands, claims, suits, actions, causes of action, etc. for any injury, illness, death, loss or damage that arises out of or relate in any way to (1) any handling, consumption, or use of any milk produced by the Herd after it has been retrieved or otherwise obtained by Owner, (2) the visit of any person that Owner brings to or causes to visit Agister's premises or any premises where the Herd is located, and/or (3) any failure on the part of Owner to comply with the terms of this Agreement.

B. Owner shall also indemnify, defend, and hold harmless Agister's agents, employees, representatives, principals, lessors, lessees, vendors, contractors, subcontractors, etc. against any and all demands, claims, suits, actions, causes of action, etc. for any injury, illness, death, loss or damage that arises out of or relate in any way to (1) any handling, consumption, or use of any milk produced by the Herd after it has been retrieved or otherwise obtained by Owner, (2) the visit of any person that Owner brings to or causes to visit Agister's premises or any premises where the Herd is located, and/or (3) any failure on the part of Owner to comply with the terms of this Agreement.

C. Agister shall indemnify, defend and hold harmless Herd Owners for any loss, death, injury, damage, liability or expense caused by any animal in the Herd, in which Owner has an interest, to the person or property of any third parties.

11. Claims.

In the event that either party to this Agreement seeks to assert any claim against the other party for any reason in connection with this Agreement or the activities of the other party under it (other than a claim of nonpayment as contemplated by Section 7 of this Agreement), the party asserting claim shall, within thirty (30) days of learning of the circumstances giving rise to the claim, reduce it to writing (stating the nature of the claim and amount of relief sought) and serve it on the other party. Any claim for liability under this Agreement not made in compliance with this Paragraph is waived.

12. Arbitration of Disputes.

All disputes, claims, and questions regarding the rights and obligations of the parties under the terms of this Agreement (other than a claim of nonpayment as contemplated by Section 7 of this Agreement) are subject to arbitration. Either party may serve on the other a written demand for arbitration within one hundred eighty (180) days after the dispute first arises. The arbitration shall be conducted by three arbitrators (one appointed by Agister, one by Owner, and a third by the other two arbitrators) in accordance with the rules of commercial arbitration of the American Arbitration Association. Each party shall pay its own costs in connection with the arbitration, and costs of the arbitrators shall be paid in equal amounts by the parties.

13. Effective Date and Duration.

This Agreement shall be effective upon execution and shall continue in effect until terminated by either Agister or Owner pursuant to Section 14 hereof.

14. Termination.

A. This Agreement may be terminated by either party upon thirty (30) days written notice.

15. Force Majeure.

Notwithstanding anything to the contrary in this Agreement, neither Agister nor Owner shall be responsible for any delay or failure of its performance under this Agreement if the delay or failure is caused by any matter beyond the control of either party, including, but not limited to, government regulations, public emergency or necessity; legal restrictions; labor disputes and actions related thereto; riot, war, or insurrection; and windstorms, rainstorms, snowstorms, floods or other acts of God.

16. Miscellaneous.

A. Construction. When necessary for proper construction, the masculine of any word used in this Agreement shall include the feminine and neuter gender; the singular, the plural; and vice versa.

B. Governing Law. This Agreement is being executed and delivered in the State of Oregon and shall be construed in accordance with and governed by the laws of such state.

C. Severability. If, for any reason, any provision or provisions of this Agreement are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation or affect those portions of this Agreement which are valid.

D. Notice. Any notice required by this Agreement shall be in writing and served by registered mail (return receipt requested) to the recipient's address shown on this Agreement or contained in Agister's business records. Receipt shall be effective as of the day after mailing.

E. Captions. The captions of sections and subsections contained in this Agreement are for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.

F. Entire Agreement. This Agreement constitutes the entire contract between the parties and may not be modified or amended except in writing signed by both parties.

G. Waiver. No assent or waiver, expressed or implied, to any breach of any one or more of the covenants or agreements hereof shall be deemed or taken to be a waiver of any succeeding breach.

H. Incorporation by Reference. All schedules, exhibits and attachments referred to in this Agreement are incorporated by reference and made a part of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement on the dates shown below to be effective on the date or dates described above.

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Exhibit A

Farm Operating Standards and Herd Health Protocols

Raw Milk Oregon, LLC (collectively known as "Agister"), located at 2085 Yellow Fir Rd. Tillamook, OR. 97141 (the "Farm"), hereby agrees to, under the current "Farm Operating Standards and Herd Health Protocols", in relation to the "Bovine Agistment Agreement" entered into by individuals (the "Herd Owner(s)") with the Farm. The current version as of the execution of this document is as follows but is subject to change:

Agister agrees to the following:

1. Dairy animals shall be kept clean and milked in clean stables/parlors free of rodents; flies and manure shall be controlled; and the Farm shall not be littered with dead livestock or have persistent standing water or mud near milking areas. Milk shall never be produced for consumption from any dairy animals with any apparent illness or from any animal treated with antibiotics or other drugs that require a withdrawal period. Said milk shall be discarded during the withdrawal period specified by the drug's manufacturer and, if antibiotics were used, milk shall be tested and found to be antibiotic-free before returning to milk line.
2. Regular testing shall be conducted at the agister's expense.
3. Milk shall be packaged in 1/2 gallon glass containers.
4. Dairy animals shall be fed a predominantly pasture- and/or organic hay- or forage-based diet depending on climate conditions.
5. The Farm shall, upon request, advise Herd Owner concerning the appropriate handling of milk produced by animals boarded at the Farm.
6. If provisions herein are not met, it shall not constitute a breach of contract.

These are aspirations.

BILL OF SALE

of an Undivided Interest in a Herd

Raw Milk Oregon, LLC, ("Seller"), whose address is 1855 Yellow Fir Rd. Tillamook, OR. 97141, for consideration of the sum $— (— shares at $35/share), received upon execution of this instrument by — ("Buyer"), has bargained and sold, and the Seller does sell, grant, and convey unto the Buyer the following property goods and chattels, to wit:

One share equals 1/40 of one Jersey/Guernsey Cow, with the total number of shares dependent on the number of Cows in the herd. The Herd is located at 2085 Yellow Fir Rd. Tillamook, OR. 97141. The Herd currently consists of Guernsey/Jersey cows and any increases or replacements. Cows may be culled or removed from the Herd, when such removal or culling is deemed necessary in the sole discretion of the Seller.

Seller covenants and agrees with Buyer, his/her personal representatives, successors and assigns, to WARRANT AND DEFEND the sale of the undivided interest in Herd against all and every person or persons whomever.

Seller warrants that Seller has full legal and equitable ownership of the interest in the Herd and that the Herd is not subject to any liens or security interests (recorded or unrecorded) of any lender or other third party.

Buyer's interest in the Herd includes a share of the weekly milk production from the Herd. The amount of milk production attributable to Buyer's undivided interest shall be an amount that is equivalent to Buyer's percentage ownership interest in Herd. This percentage is based on the Herd's historical and projected milk production. For example, if the Herd produces 4 gallons of milk per week, and Buyer owns 14% of the Herd, then Buyer is entitled to 14% of the gallons of milk produced by the Herd for that week.

Should Buyer wish to sell their interest in the Herd, Seller has the First Right Of Refusal to purchase Buyer's interest at the price that Buyer initially paid Seller for such interest. Risk of loss concerning the Herd Share sold under this Agreement will pass from Seller to Buyer upon the signing of this Agreement. This Agreement shall be construed exclusively in accordance with the laws of the State of Oregon.

The receipt and sufficiency of this Agreement Is Hereby Acknowledged.

IN WITNESS whereof Seller has executed this Bill of Sale on —.