EXHIBIT 10.27


 


CAMBRIDGE CRAFT, LLC


 


 






 


OPERATING AGREEMENT


 





 






 


As of September 25, 2015


 




     


     


    

 


OPERATING AGREEMENT


 


THIS OPERATING AGREEMENT
(the “Agreement”) of CAMBRIDGE CRAFT, LLC, a Connecticut limited liability company (the “Company”), dated
as of September 25, 2015, by and among New England WOB, LLC and Attitude Beer Holding Co. (each a “Member and collectively
the “Members”).


 


WHEREAS, the Company, was
formed as a limited liability company pursuant to the laws of the State of Connecticut by filing the Articles of Organization with
the Connecticut Secretary of State on July 22, 2015, as the same may be amended, supplemented or modified from time to time (the
“Articles of Organization”); and


 


WHEREAS, the undersigned
desire to provide for the regulation and establishment of the affairs of the Company, the conduct of its business and the relations
among them as Members of the Company.


 


NOW THEREFORE, for and
in consideration of the premises stated, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Members hereby agree as follows:


 


Article
1


DEFINITIONS


 


SECTION 1.1           Definitions.
As used herein, the following terms have the following respective meanings:


 


(a)          “Act”
shall mean the Limited Liability Company Law of the State of Connecticut and any successor statute, as amended from time to
time.


 


(b)          “Adjusted
Capital Account” means the cash contributed by a Member, (i) reduced from time to time by cash distributions from
the Company to him in accordance with Section 5.2(b)(ii) herein, and (ii) increased from time to time by any additional cash contributions
made by him in accordance with Section 3.2(a) herein, and (iii) otherwise adjusted as required under Treasury Regulations § 1.704-1(b)(2)(iv).


 


(c)          “Affiliate”
means any Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common
control with, another Person.


 


(d)          “Agreement”
means this Operating Agreement, as amended from time to time.


 


(e)          “Available
Cash” means all cash of the Company after paying its current obligations and making the appropriate reservations
for foreseeable future expenses.


 


(f)          “Bankruptcy”,
with respect to any Person, means (i) making an assignment for the benefit of creditors, (ii) filing a voluntary petition in bankruptcy,
(iii) becoming the subject of an order for relief or being-declared insolvent in any federal or state bankruptcy or insolvency
proceeding (unless such order is dismissed within ninety (90) days following entry), (iv) filing a petition or answer seeking for
itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute,
law, or regulation, (v) filing an answer or other pleading admitting or failing to contest the material allegation of a petition
filed against it in any proceeding similar in nature to those described in the preceding clause, or otherwise failing to obtain
dismissal of such petition within one hundred- twenty (120) days following its filing, or (vi) seeking, consenting to, or acquiescing
in, the appointment of a trustee, receiver, or liquidator of all or any substantial part of its properties.


 




    	 	1	 



     


    

 


(g)          “Capital
Contribution” means the aggregate capital contribution made from time to time in cash by a Member to the Company.


 


(h)          “Capital
Proceeds” means the proceeds of the sale of all or substantially all the assets of the Company.


 


(i)          “Code”
means the Internal Revenue Code of 1986, as amended, and any successor statute.


 


(j)          “Company”
means CAMBRIDGE CRAFT, LLC, a New York limited liability company.


 


(k)          “Incompetency,”
with respect to any member who is a natural person, shall mean the entry by a court of competent jurisdiction of an order or decree
adjudicating such Member incompetent to manage his person or his estate.


 


(l)          “Interest(s)”
means an interest as a Member of the Company.


 


(m)          “Lien”
means, with respect to any asset, any mortgage, lien, pledge, charge, security interest, conditional sale agreement or encumbrance
of any kind, or any other type of preferential arrangement that has the practical effect of creating a security interest in respect
of such asset.


 


(n)          “Liquidator”
means the Manager, or if there are no Manager at the time in question, such other Person who is appointed in accordance with applicable
law to take all actions related to the winding up of the Company’s business and the distribution of the Company’s assets.


 


(o)          “Manager”
means New England WOB, LLC. 


 


(p)          “Management
Fee” shall mean 4% of Net Sales. Net Sales shall mean the total revenue from sales generated by a company, less deduction
of returns, allowances for damaged or missing goods and any discounts allowed. 


 


(q)          “Member”
means any of those Persons identified above as Members and any substitute or additional Member in such Person’s capacity
as a member of the Company.


 


(r)          “Member
Majority” or “Majority of Members” means, at any time, any combination of Members holding, in
the aggregate, a majority of all of the Interests.


 


(s)          “Membership
Interest” shall mean the same thing as Interest as defined in Section 1.1(o) herein.


 


(t)          “Membership
Percentage” means, with respect to each Member, the percentage set forth in “Schedule A” attached
hereto.


 


(u)          “Net
Profits and Net Losses” means, for any period, the net profits and net losses, respectively, derived from the operation
of the Company for Federal income tax purposes, including gains and losses on the sale of all or any portion of the Company’s
assets.


 


(v)         “Notice”
means a written notice containing all information which is either desirable, relevant or necessary to satisfy the purposes for
which such notice is being delivered.


 




    	 	2	 



     


    

 


(w)          “Operating
Reserves” means cash reserves of the Company held by the Company to ensure it can make future payments despite any
drop in revenue. Operating Reserves shall not exceed two (“2”) months expenses determined by taking the average monthly
expense for the previous 12 months.


 


(x)          “P&L
Participant” means a person entitled to participate in the profits and losses of the Company but shall not be a Member
of the Company and shall not have any voting rights, equity interest or stake in the Company. A P&L Participant shall solely
have a contractual agreement with the Company.


 


(y)          “Person”
means any natural person, corporation (stock or nonstock), limited liability company, limited partnership, general partnership,
joint stock company, joint venture, association (profit or nonprofit), company, estate, trust, bank, trust company, land trust,
business trust or other organization, whether or not a legal entity, and any government agency or political subdivision thereof.


 


(z)          “Securities
Act” means the Securities Act of 1933, as amended, and any successor statute, and the rules and regulations promulgated
thereunder.


 


(aa)         “Transfer”
means the sale, transfer, assignment, pledge, mortgage, hypothecation, encumbrance, distribution or other disposition of any
Interests.


 


(bb)         “Treasury
Regulations” means regulations adopted by the Treasury Department of the United States governing application and
enforcement of the Code. Any reference to a section or provision of the Treasury Regulations shall be deemed to refer also to such
section or provision as amended or superseded.


 


(cc)         “Unreturned
Capital Contribution” of any Member means, at any date, the Capital Contributions of such Member reduced from time
to time (but not below zero) by any distribution to such Member pursuant to Section 5.2(b)(ii) hereof.


 


Article
2


THE COMPANY; THE MEMBERS;
VOTING RIGHTS


 


SECTION 2.1           Registered
Office and Registered Agent. The address of the registered office of the Company is 3472 Pine Haven Circle, Boca Raton,
FL 33431 and the registered agent is Corporate Creations Network, Inc.


 


SECTION 2.2           Principal
Office. The address of the principal office of the Company shall be 3472 Pine Haven Circle, Boca Raton, FL 33431 or such
other place as the Manager may from time to time determine.


 


SECTION 2.3           Duration.
The Company’s existence shall continue until dissolved in accordance with the Act and this Agreement.


 


SECTION 2.4           Maintenance.
The Members shall promptly sign and file all certificates, amendments or other instruments as required by law to maintain the Company
in good standing as a limited liability company in all jurisdictions in which it conducts business, including without limitation,
as required to comply with any fictitious name statutes.


 


SECTION 2.5           Changes
in Registered Office, etc. The Manager may make such changes in the registered office, registered agent and principal office
as they may deem necessary or advisable, and shall give Notice to all Members promptly following any such change. The Company may
maintain such other or additional business offices at such other place or places as the Manager may from time to time deem advisable.


 




    	 	3	 



     


    

 


SECTION 2.6           Business
Purpose. The Company is formed and organized to engage in the following business:


 


(a)          To
own, improve, develop, operate and manage a World of Beer Franchise in Milford, Connecticut; and


 


(b)          To
engage in any business related or incidental to one or more of the foregoing activities.


 


The Members have entered into a Joint Venture
Agreement dated December 24, 2014, regarding the establishment of World of Beer franchises (the “JV Agreement”).


 


SECTION 2.7           Authority
and Powers. The Company is authorized and empowered to do any and all acts and things necessary, appropriate, proper, advisable,
incidental to, or convenient for the furtherance and accomplishment of its purposes, and for the protection and benefit of the
Company, including without limitation, all acts and things permitted under the Act and this Agreement.


 


SECTION 2.8           Juridical
Existence, Properties, Etc. The Company shall maintain, preserve, and keep in full force and effect its limited liability
company existence and all rights, franchises, licenses and permits necessary to the proper conduct of its business, and the ownership,
lease, or operation of its properties which, if not so maintained, could reasonably be expected to have a material adverse effect
on the Company, and to take all action which may be reasonably required to obtain, preserve, renew and extend all material licenses,
permits, authorizations, trade names, trademarks, service names, service marks, copyrights and patents which are necessary for
the continuance of the operation of any such property by the Company.


 


SECTION 2.9           Members
and Membership Percentages. The Members and their respective Membership Percentages shall are set forth in “Schedule
A” attached hereto.


 


SECTION 2.10         Voting
Rights. All Members shall have the right to vote their membership interest in proportion to their respective Membership
Percentages shall are set forth in “Schedule A” attached hereto.


 


SECTION 2.11         P&L
Participants. The Manger may grant solely to significant employees of the Company the rights to be a P&L Participant
of the Company, up to five percent (5%) of the Company’s profits and losses. Such P&L Participant shall participate in
the profits and losses as if such person was a Member. All P&L Participant shall be identified on Schedule C and their participation
with the Members in the profits and losses of the Company shall be set forth on Schedule B. No Member or employee of a Member may
be a P&L Participant. 


 


Article
3


CAPITAL CONTRIBUTIONS


 


SECTION 3.1           Initial
Capital Contributions. The members have made an initial capital contribution as set forth on Schedule A.


 




    	 	4	 



     


    

 


SECTION 3.2           Additional
Capital Contributions.


 


(a)          Upon
the consent of a Majority of Members, the Manager shall have the right to require additional capital contributions (“Capital
Calls”) from the Members to be paid on a pro rata basis as to all Members in accordance with the percentages set forth on
Schedule A.


 


(b)          The
Manager may obtain Company loans to cover any Company required Additional Capital Contributions, with the consent of the Members
holding a majority of the Membership Interest in the Company.


 


(c)          In
the event that a Member fails to, or refuses to contribute towards a Capital Call (the “Defaulting Member”), then either:


 


(i)          The
remaining Members may elect to purchase the Membership Interest from the Defaulting Member, at a 15% discount to the Defaulting
Member’s Initial Capital Contribution; or


 


(ii)         The
remaining Members may elect to contribute the necessary funds (the “Lending Members”) on behalf of the Defaulting Member
which shall be considered a loan to the Defaulting Member, to be secured by its Membership Interest in the Company.


 


(A)         Any
loan given to the Company by the Lending Member on behalf of the Defaulting Member, shall accrue interest at a rate of 300 basis
points above LIBOR per annum. In the event of a Distribution by the Manager under Article 5 herein or under a dissolution of the
Company under Article 10 herein, the Manager shall use the funds attributable to the Defaulting Member, to first pay off any loans
to the Defaulting Member by the Lending Member.


 


(B)         In
furtherance of any loan to any Defaulting Member by the Lending Members in accordance with this Section, the Members hereby expressly
agree to execute any and all loan documents which the Company’s attorneys deem necessary, including but not limited to; a
Note, Guaranty, Loan Agreement, and Pledge Agreement. Furthermore, the Defaulting Member shall be responsible to pay for all legal
fees that the Company shall incur in furtherance of such loan.


 


SECTION 3.3            Return
of Capital Contributions. The contributions of the Members to the capital of the Company shall be returned to them in cash,
in whole or in part, at any time in the discretion of the Manager in accordance with Section 5.2(b) herein.


 


SECTION 3.4           Time
when Capital is Returned. Upon the satisfaction of all the Company’s financing obligations, or a liquidation of the
assets of the LLC, or the dissolution of the LLC, the Capital Contributions shall be returned to the Members pro rata in accordance
with each Member’s Capital Contributions.


 


SECTION 3.5           
No Right to Priority. Except as otherwise expressly provided in this Agreement, or as required to comply with the Code
and Treasury Regulations, no Member shall have priority over any other Member as to any allocations, distributions, or return of
all or any part of its Capital Contributions.         


 


SECTION 3.6           Dilution.
No dilution of the membership interest of any member shall occur without the consent of World of Beer Franchising, Inc.         


 




    	 	5	 



     


    

 


Article
4


ALLOCATION OF PROFITS
AND LOSSES TO MEMBERS


 


SECTION 4.1           Allocation
of Net Profits and Net Losses. Net profits and net losses shall be allocated in the proportions set forth on Schedule B.


 


SECTION 4.2           Required
Special Allocations. Notwithstanding Section 4.1 hereof,


 


(a)          Appropriate
adjustments shall be made to the allocations of Net Profits and Net Losses to the extent required under Section 704(c) of the Code
and the Treasury Regulations thereunder and under Sections 1.704-1(b)(2)(iv)(d), (e), (f) and (g) of the Treasury Regulations;


 


(b)          Appropriate
adjustments shall be made to the allocations of Net Profits and Net Losses to the extent required to comply with the “qualified
income offset” provisions of Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations; the partnership “minimum gain
chargeback” provisions of Section 1.704-2(f) of the Treasury Regulations; and the “partner nonrecourse deduction”
and “partner nonrecourse debt minimum gain chargeback” provisions of Section 1.704-2(i) of the Treasury Regulations,
all issued pursuant to Section 704(b) of the Code. To the extent permitted by such Treasury Regulations, the allocations in such
year and subsequent years shall be further adjusted so that the cumulative effect of all the allocations shall be the same as if
all such allocations were made pursuant to Section 4.1 hereof (as adjusted by Section 4.3(a) hereof) without regard to this Section
4.3(b).


 


SECTION 4.3           Other
Allocation Rules. For purposes of determining the Net Profits, Net Losses, or any other items allocable to any period,
Net Profits, Net Losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the
Manager using any permissible method under Code § 706 and the Treasury Regulations applicable thereto.


 


SECTION 4.4           Recapture
Income. “Recapture Income,” if any, realized by the Company pursuant to Sections 1245 or 1250 of the Code shall
be allocated to the Members to whom the prior corresponding depreciation deductions were allocated, in proportion to the amounts
of such depreciation deductions previously allocated to them.


 


Article
5


DISTRIBUTIONS


 


SECTION 5.1           Distributions
in Kind. No Member shall be entitled to demand and receive distributions other than in cash form. Any non-cash Company
assets distributed in kind shall be distributed to the Members entitled thereto as tenants-in-common owning undivided interests
in the same proportion as would be applicable to cash distributions, however, such distribution in kind may only be made with consent
of the Members holding a Member Majority.


 


SECTION 5.2           Distribution
of Available Cash and Capital Proceeds. 


 


(a)          Available
Cash. The Manager shall distribute Available Cash in the percentages set forth on Schedule B. It is anticipated the Manager
shall make distributions on a monthly basis.


 




    	 	6	 



     


    

 


(b)          Capital
Proceeds. Capital Proceeds remaining after the payment of any debts and liabilities of the Company due and payable at such
time and the establishment of any Operating Reserves which the Manager determines, in his sole discretion necessary for reasonable
ongoing business requirements, and necessary to provide for any contingent or unforeseen liabilities or obligations of the Company,
shall be distributed in accordance with the following order of priority:


 


(i)          First,
to repay the Capital Contributions of the Members as set forth on Schedule A; and


 


(ii)         Second,
in the percentages set forth on Schedule B.


 


Article
6


RESIGNATION OR BANKRUPTCY
OF A MEMBER


RESTRICTIONS ON THE
TRANSFER OF INTERESTS;


ADMISSION OF SUBSTITUTE
AND ADDITIONAL MEMBERS;


 


SECTION 6.1           Resignation
or Bankruptcy of a Member; Continuation of the Company.


 


(a)          A
Member shall have the right to withdraw his Capital Contribution upon the termination of the Company as provided in Section 10.2
hereof, provided, however, that no part of the Capital Contribution of any Member shall be withdrawn unless all liabilities of
the Company, except obligations to Members on account of their Capital Contributions, have been paid, or unless the Company has
assets sufficient to pay them.


 


(b)          Within
ninety (90) days following the Resignation or the Bankruptcy (other than by reason of death or incompetency) of a Member, the Company
shall dissolve unless, within such applicable period, a majority in interest of the Members (excluding for such purpose the successor
in interest to the terminated Member’s Interest) elect in writing to continue the Company on such terms as they may agree
upon in writing. If an election to continue the Company is so made then the Company shall continue in existence until the end of
the term for which it has been formed, or until a subsequent Resignation (other than by reason of death or incompetency), Bankruptcy
or other event of dissolution occurs.


 


(c)          The
death or Incompetency of a Member shall neither dissolve nor terminate the Company.


 


SECTION 6.2           Restrictions
on the Transfer of Interests.


 


(a)          Except
as expressly provided herein, no Member shall have the right to Transfer all or any part of its Interest without the prior written
consent of the Manager, which may be withheld in his sole discretion, according to reasonable terms.


 


Upon the consent of the
Manager, a Member may transfer his Membership Interest in the Company to a permitted transferee (“Transferee”). Such
Transferee shall be required to pay the Company’s legal fees in connection with effectuating such Transfer as a condition
precedent to the consent. Such Transferee shall be bound to the same extent as a Member hereunder in making a Transfer of his Interest.
Any purported Transfer in violation of the provisions of this Agreement shall be null and void ab initio.


 


(b)          Notwithstanding
subparagraph (a) above, any Member may Transfer all of his Interest during his lifetime to;


 




    	 	7	 



     


    

 


(i)          an
entity that is wholly controlled, and continues to be controlled by that Member. 


 


(ii)         another
Member of the Company, pursuant to Section 6.2 herein.


 


(iii)        an
immediate family member of the Member or a trust for the benefit of an immediate family member.


 


For purposes
of this subparagraph (b), the term “Entity” shall be limited to the transfer of Member’s interest to a Corporation,
LLC or Trust. If control of such Entity is transferred to another individual or another entity, such change and transfer shall
constitute an unauthorized transfer pursuant to the terms of this agreement.


 


(c)          Notwithstanding
anything to the contrary contained herein, pursuant to Section 6.1(a) or the applicability of Section 6.1(b) or 6.2 hereof:


 


(i)          No
Transfer of an Interest shall be made if the Interest which is the subject of a proposed Transfer when added to the total of all
other Interests Transferred within the period of twelve (12) consecutive months prior thereto would result in the termination of
the Company under Section 708 of the Code or if the Transfer would cause the Company to lose its status under the Code as a partnership
for Federal income tax purposes.


 


(ii)         No
Interest shall be transferred unless the registration provisions of the Securities Act of 1933, as amended, and all applicable
state “blue sky laws” have been complied with or unless compliance with such provisions is not required, each Member
recognizing that no interest in the Company has been registered under Federal or state securities laws. The Manager may request
in their sole discretion an opinion from the Company’s counsel or any other counsel that such transfer will not violate applicable
securities laws. The costs of such opinion shall be paid for by the Transferee.


 


(iii)        Although
a permitted Transferee pursuant to Sections 6.1(b) or 6.2 shall be treated as an assignee of, and be entitled to, all of the rights
of the Selling Member to receive profits, losses and distributions to the extent of the Interest assigned to him, no Transferee
whatsoever shall become substituted as a Member in the Company (x) without the prior written consent of a Majority of Members,
which may be withheld in their sole discretion, for any or no reason, and (y) unless and until such Transferee shall have evidenced
his consent and agreement to be bound by all of the terms and provisions of this Agreement, and to assume, as a substituted Member,
his pro rata share hereunder of the obligations of his transferor as a Member, by executing and acknowledging a counterpart of
an amendment of this Agreement and/or such other agreement to that effect as the Manager may request, each of which shall appropriately
reflect his admission as a member of the Company and his capital contribution thereto, and such other documents, all as may reasonably
be required by the Managing Member. Such substitution shall then take effect when the Manager have accepted such person as a Member
and the books and records of the Company reflect such Person as admitted to the Company as a Member. As a condition to such
Transferee becoming a substituted Member, such Transferee shall also be required to pay the Company’s costs and expenses,
including but not limited to legal fees and disbursements, in connection with his becoming a Member.


 




    	 	8	 



     


    

 


(d)          If
a Transfer or attempted Transfer of an Interest is made other than in accordance with the terms of this Agreement, it shall be
null and void and no right, title or interest in the Company shall be transferred.


 


(e)          No
assignment, transfer or other disposition of all or any part of the interest of any Member permitted under this Agreement shall
be binding upon the Limited Liability Company unless and until a duly executed and acknowledged counterpart of such assignment
or instrument of transfer, in form and substance satisfactory to the Company, has been delivered to the Company.


 


(f)          As
between a Member and an assignee or transferee of such Member's interest in accordance with this Agreement, allocations and distributions
for any fiscal year shall be apportioned as of the date of the assignment or transfer, on the basis of the number of days before
and after said date, without regard to the results of the Company's operations before or after the assignment or transfer.


 


(g)          No
assignment or other disposition of any interest of any Member may be made if such assignment or disposition, alone or when combined
with other transactions, would result in the termination of the Company within the meaning of Section 708 of the Internal Revenue
Code or under any other relevant section of the Code or any successor statute. No assignment or other disposition of any interest
of any Member may be made without an opinion of counsel satisfactory to the Company that such assignment or disposition is subject
to an effective registration under, or exempt from the registration requirements of, the applicable State and Federal securities
laws. No interest in the Company may be assigned or given to any person below the age of 21 years or to a person who has been adjudged
to be insane or incompetent.


 


SECTION 6.3           RIGHT
OF FIRST REFUSAL


 


(a)          Anything
herein contained to the contrary, the Company shall be entitled to treat the record holder of the interest of a Member as the absolute
owner thereof, and shall incur no liability by reason of distributions made in good faith to such record holder, unless and until
there has been delivered to the Company the assignment or other instrument of transfer and such other evidence as may be reasonably
required by the Company to establish to the satisfaction of the Limited Liability Company that an interest has been assigned or
transferred in accordance with this Agreement.


 


(b)          Notwithstanding
the forgoing terms, and subject to Section 6.1(b) herein, if a Member desires to sell, or otherwise dispose of all or any part
of its interest in the Company, such Member (the “Selling Member”) shall first offer to sell and convey such interest
to any other Members before selling, or otherwise disposing of such interest to any other person, corporation or other entity.
Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, purchase price
to be paid, the date on which the closing is to take place, (which date shall be not less than thirty nor more than sixty days
after the delivery of the offer), the location within the State of New York at which the closing is to take place, and all other
material terms and conditions of the sale, transfer or the disposition.


 


(c)          Within
fifteen days after the delivery of said offer to the other Members shall deliver to the Selling Member a written notice either
accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection
of the offer. Any or all of the other Members may elect to accept the offer, and if more than one of the other Members elects to
accept the offer, the interest being sold and the purchase price therefor shall be allocated among the Members so accepting the
offer in proportion to their Members’ Percentage Interest, unless they otherwise agree in writing.


 




    	 	9	 



     


    

 


(d)          If
any or all of the other Members elect to accept the offer, then (a) upon such acceptance in writing, the Member(s) shall pay a
non-refundable ten percent (10%) down payment of the purchase price and (b) then the transfer of the Membership Interest shall
be held in accordance with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment
of the interest being sold by the Selling Member, and said other Member shall pay the remaining balance of the purchase price prescribed
in the offer.


 


(f)          If
no other Member accepts the offer, or if the Members who have accepted such offer default in the obligation to purchase the interest,
than the Selling Member within 120 days after the delivery of the offer may sell such interest to any other person or entity at
a purchase price which is not less than the purchase price prescribed in the offer and upon terms and conditions which are substantially
the same as the terms and conditions set forth in the offer, provided all other applicable requirements of the Agreement are complied
with. An assignment of such interest to a person or entity who is not a Member of the Limited Liability Company shall cause such
Person to become a member upon the execution of the such documents required by Section 6.2(c)(iii).


 


(g)          If
the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest
without again offering such interest to the other Members in accordance with this Article 6.


 


SECTION 6.4           Admission
of Persons as Additional Members. In regards to permitted Transferee’s pursuant to Section 6.1 and 6.2 herein, the
Manager shall have the right to admit, and each of the Members hereby consents to the admission of, such additional Members to
the Company as the Manager shall unanimously determine in his sole discretion; it being understood no Member shall have its Membership
Percentage reduced without his prior written consent. In the event that the Manager shall determine to admit one or more Members
to the Company, the Members hereby agree to execute and deliver such documents as the Manager shall request in order to effectuate
the admission of such additional Member(s). Any additional Member(s) admitted to the Company shall be required to execute a counterpart
signature page to this Agreement and, if required, an amendment to the Articles of Organization of the Company and such other documents
as the Manager may request in order to effectuate admission to the Company.


 


SECTION 6.5           Attitude
Beer Holding Co. The Company and Members acknowledge that Attitude Beer Holding Co. is owned by Harrison Vickers and Waterman,
Inc., a publicly traded company. No change in the direct or indirect ownership of Attitude Beer Holding Co. shall be deemed a transfer
of Attitude Beer Holding Co.’s Membership Interest. The Company agrees to fully cooperate with Attitude Beer Holding Co.
and Harrison Vickers and Waterman in supplying all information to Harrison Vickers and Waterman and its auditor so Harrison Vickers
and Waterman can timely comply with its Securities and Exchange Commission reporting obligations.


 


SECTION 6.6           WOB.
The Members acknowledge that the business of the Company is subject to a franchising agreement with WOB and pursuant to the Franchise
Agreement, the Members may be required to or prohibited from transferring their membership interest or make other changes to this
agreement in accordance with the terms of the Franchise Agreement.


 




    	 	10	 



     


    

 


Article
7


MANAGEMENT


 


SECTION 7.1           Manager
New England WOB, LLC is hereby appointed the Manager of the Company (the “Manager”). The business and affairs of the
Company shall be managed under the sole direction and control of the Manager, using reasonable business practices, and all powers
of the Company shall be exercised by or under the authority of the Manager. No other Person shall have any right or authority to
act for or bind the Company except as permitted in this Agreement or as required by law. The Manager may be removed by a Majority
of Members only for gross negligence or fraud.


 


SECTION
7.2           General Powers. The Manager shall have
the full power to execute and deliver, for and on behalf of the Company, any and all documents and instruments which may be necessary
or desirable to carry on the business of the Company, including, without limitation, any and all deeds, contracts, leases, mortgages,
deeds of trust, promissory notes, security agreements, and financing statements pertaining to the Company's assets or obligations,
and to authorize the confession of judgment against the Company. No person dealing with the Manager need inquire into the validity
or propriety of any document or instrument executed in the name of the Company by the Manager, or as to the authority of the Manager
in executing the same. 


 


SECTION
7.3.          Limitation on Authority of Members.


 


(a)          No
Member is an agent of the Company solely by virtue of being a Member, and no Member has authority to act for the Company solely
by virtue of being a Member.


 


(b)          This
Article 7 supersedes any authority granted to the Members pursuant to Section 412 of the Law. Any non-manager Member who takes
any action or binds the Company in violation of this Article 7 shall be solely responsible for any loss and expense incurred by
the Company as a result of the unauthorized action and shall indemnify and hold the Company harmless with respect to the loss or
expense.


 


SECTION
7.4           Appointment of New Manager. A new Manager can
be appointed only by Members holding a Member Majority. Such new Manager need not be a Member of the company. 


 


SECTION
7.5           Liability and Indemnification.


 


(a)          The
Manager shall not be liable, responsible, or accountable, in damages or otherwise, to any Member or to the Company for any act
performed by the Manager within the scope of the authority conferred on the Manager by this Agreement, except for fraud, bad faith,
gross negligence, or an intentional breach of this Agreement.


 


(b)          The
Company shall indemnify the Manager for any act performed by the Manager within the scope of the authority conferred on the Manager
by this Agreement, except for fraud, bad faith, gross negligence, or an intentional breach of this Agreement.


 




    	 	11	 



     


    

 


SECTION
7.6           Major Decisions


 


(a)          Approval
of Major Decisions. Notwithstanding anything to the contrary in this Agreement, certain decisions or actions as set forth in
this Section 7.6 (“Major Decisions”) may not be taken solely in the Manager’s discretion and shall require the
affirmative vote of a Member Majority. Approval of Major Decisions may be given at a Meeting called for that purpose or by written
consent.


 


(b)          Designation
of Major Decisions. The following shall constitute Major Decisions subject to this Section:


 


(i)          
Other than in the regular course of business, the sale of all or a substantial portion of the assets owned by the Company.
For this purpose, Twenty Percent (20%) of the fair market value of the assets owned by the Company shall constitute a “substantial
portion.”


 


(ii)         The
dissolution, liquidation or other termination or cessation of the business operations of the Company, including without limitation
the filing of a voluntary petition in Bankruptcy, the assignment of all or substantially all of the assets of the Company for the
benefit of the Company’s creditors or the appointment of trustee, liquidator, administrator or like person or entity for
the purpose of winding up the business and affairs of the Company.


 


(iii)        Any
change in the principal purpose of the Company’s business, as set forth in Section 2.6 above.


 


(iv)        Any
borrowing or pledge of assets owned by the Company in excess of $50,000 in the aggregate or any loan to a Member or Manager.


 


(v)         The
admission of new Member.


 


Article
8


RELATED PARTY DEALINGS


 


SECTION 8.1           Outside
Business Interests; Business Opportunity. The Members may each engage in or possess interests in other business ventures
of every kind and description for its own account, including without limitation, serving as a member, partner or shareholder of
other entities which own, either directly or through interests in other entities, properties similar to the assets of the Company
and neither the Company nor any of the Members shall have any rights by virtue of this Agreement in or to such other business ventures
or to the income or profits derived therefrom, or to any business opportunities as may become available to the Manager or any Member,
whether or not similar in nature to the Company’s then existing business activities.


 


SECTION 8.2           Member
Dealing With the Company. The fact that a Member or an affiliate thereof is employed by or is directly or indirectly interested
in or connected with any person, firm or corporation employed by the Company for real estate management or otherwise to perform
a service, or from or with which the Company may purchase any property or have other business dealings, shall not prohibit the
Member from employing or otherwise dealing with such person, firm or corporation, so long as such business dealing, contract, or
agreement follows and contains reasonable business terms. Neither the Company nor any of the Members shall have any rights in or
to any income or profits derived therefrom. The said Member or his affiliated company shall not receive any benefit of any kind,
other that is specifically and contractually agreed upon, in writing, between the respective companies and or parties.


 




    	 	12	 



     


    

 


Article
9


MEMBER LIABILITY;
INDEMNIFICATION AND LIABILITY LIMITATION


 


SECTION 9.1           Liability
of Members; Enforcement of Obligations. Except to the extent otherwise expressly stated in this Agreement or prescribed
under the Act, (a) the Members shall have no fiduciary or partnership relationship between or among themselves solely by reason
of their status as Members, and (b) the rights of each of the Members and the Company to sue for matters and claims arising out
of or pertaining to this Agreement shall not be dependent upon the dissolution, winding-up or termination of the Company.


 


SECTION 9.2           Indemnification
of Members . Except as provided in Section 9.4, every Person who was or is a party, or who is threatened to be made a party,
to any pending, completed or impending action, suit or proceeding of any kind, whether civil, criminal, administrative, arbitrative
or investigative (whether or not by or in the right of the Company) by reason of (a) being or having been a Member of the Company,
(b) being or having been a Member, manager, partner, officer or director of any other entity at the request of the Company, or
(c) serving or having served in a representative capacity for the Company in connection with any partnership, joint venture, committee,
trust, employee benefit plan or other enterprise, shall be indemnified by the Company against all expenses (including reasonable
attorneys’ fees and expenses), judgments, fines, penalties, awards, costs, amounts paid in settlement and liabilities of
all kinds, actually incurred by such Person incidental to or resulting from such action, suit or proceeding to the fullest extent
permitted under the Act, without limiting any other indemnification rights to which such Person otherwise may be entitled. The
Company may, but shall not be required to, purchase insurance on behalf of such Person against liability asserted against or incurred
by such Person in its capacity as a Manager or Member of the Company, or arising from such Person’s status as a Manager or
Member, whether or not the Company would have authority to indemnify such Person against the same liability under the provisions
of this Section 9.2 or the Act.


 


SECTION 9.3           Limitation
of Liability. Except as otherwise expressly provided in this Agreement, no Member or Manager shall have liability to the
Company or other Members for monetary damages resulting from errors made in the exercise of good-faith judgment.


 


SECTION 9.4           Qualification
of Indemnification and Liability Limitation. 


 


(a)          The
indemnification rights and limitations on liabilities set forth in Sections 9.2 and 9.3 shall not apply to claims based upon any
willful misconduct, intentional breach or disregard of the terms of this Agreement or knowing violation of criminal law or any
federal or state securities law, including without limitation, unlawful insider trading or market manipulation for any security,
nor shall such indemnification rights and limitations on liabilities preclude the Company or any Member from recovery for any loss
or damage otherwise covered under any insurance policy or fidelity bonding. Nothing herein shall be deemed to prohibit or limit
the Company’s right to pay, or obtain insurance covering, the costs (including reasonable attorneys’ fees and expenses)
to defend an indemnitee, Member or Manager against any such claims, subject to a full reservation of rights to reimbursement in
the event of a final adjudication adverse to such indemnitee, Member or Manager.


 




    	 	13	 



     


    

 


(b)          An
indemnitee shall be entitled to recover from an indemnitor all legal costs or expenses, including reasonable attorney’s fees
and expenses, incurred by such indemnitee to enforce its rights hereunder, or to collect any sums due from the indemnitor hereunder.


 


Article
10


DISSOLUTION AND LIQUIDATION
OF THE COMPANY


 


SECTION 10.1         Dissolution
of the Company. The Company shall be dissolved on the earlier of the expiration of the term of the Company or upon:


 


(a)          The
Resignation (other than by reason of death or incompetency) or Bankruptcy of a Member unless a majority in interest of the Members
(as defined in Section 6.1(b)) elect to continue the Company pursuant to Section 6.1(b);


 


(b)          The
Resignation or Bankruptcy of a Member which leaves only one (1) Member remaining, and no additional or substitute Member is admitted
to the Company in accordance with this Agreement within ninety (90) days thereafter;


 


(c)          The
expiration of thirty (30) days following the sale or other disposition of all or substantially all of the Company’s assets;


 


(d)          The
election by a majority of the Members to liquidate the Company; or


 


(e)          The
occurrence of any other event of dissolution under the provisions of this Agreement or the Act.


 


SECTION 10.2         Winding-up
and Distribution of the Company.


 


(a)          Upon
the dissolution of the Company pursuant to Section 10.1, the Company’s business shall be wound up and its assets liquidated
by the Liquidator as provided in this Section 10.2, and the net proceeds of such liquidation shall be distributed as follows:


 


(i)          First,
to payment of all debts and liabilities of the Company, including, without limitation, any loans from Members and the expenses
of liquidation;


 


(ii)         Second,
to establishment of any reserves reasonably deemed necessary by the Liquidator for contingent, unmatured or unforeseen liabilities
or obligations of the Company. Said reserves shall be paid over to an attorney-at-law of the State of New York, as escrowee, to
be held by him for the purpose of disbursing such reserves in payment of any of the aforementioned contingencies, and, at the expiration
of such period as shall be deemed advisable, to distribute the balance thereafter remaining in the manner hereinafter provided,
together with accrued interest thereon, if any;


 


(iii)        Third,
to those Members having positive Capital Account balances pro rata in the proportion that each such Member’s positive Capital
Account balance bears to the aggregate of the positive Capital Account balances of all such Members, until all Member’s Capital
Account balances are equal to zero;


 


(iv)        Fourth,
any funds remaining shall be distributed in the percentages set forth on Schedule B.


 


(b)          The
Liquidator shall file all certificates and notices of the Company’s dissolution required by law. The Liquidator shall sell
and otherwise liquidate the Company’s assets without unnecessary delay. Upon the complete liquidation of the Company’s
assets and distribution to the Members, they shall cease to be Members of the Company, and the Liquidator shall execute, acknowledge
and cause to be filed all certificates and notices required by law to terminate the existence of the Company.


 




    	 	14	 



     


    

 


Article
11


AMENDMENTS


 


SECTION 11.1         Adoption
of Amendments Generally. Amendments to this Agreement to reflect the substitution or addition of a Member shall be made
by written instrument executed by the substituted Member, the added Member, or the resigned Member (or its authorized representative),
as applicable. Any other amendments to this Agreement may be made by a written instrument executed by Members holding, in the aggregate,
at least two-thirds of Membership Interests; provided, however, that no amendment to this Agreement may:


 


(a)          substantially
alter the purposes of the Company without the written consent of all Members;


 


(b)          expand
the obligations or liabilities of any Member under this Agreement, or modify any Member’s limited liability, without the
written consent of such Member;


 


(c)          modify
the computational method of determining, or priority applicable to, allocations or distributions under Articles 4 and 5 and Section
10.2, without the written consent of all Members; or


 


(d)          amend
this Article 11 without the written consent of all Members.


 


Article
12


MISCELANEOUS


 


SECTION 12.1         Non-Recourse
Company Loans. Any loans taken by the Company, shall be non-recourse loans as to any and all individual Members or the
Manger, and no Member or Manager shall be required to sign a personal guaranty to in order to secure such loan(s), unless unanimously
consented to by the Members.


 


Article
13


GENERAL PROVISIONS.


 


SECTION 13.1         Books
and Records. All records of the Company shall be kept at the principal office of the Company and shall be available for
examination by any Member, or such Member’s duly authorized representatives, at all reasonable times at the office of the
Company and by way of internet access to Company bank accounts. The method of accounting on which the books shall be maintained
shall be determined by the majority of the Members . The Manager may make on behalf of the Company the election permitted by Section
754 of the Code. New England WOB, LLC shall be designated as the “tax matters partner” (the “TMP”) for
purposes of the Code and the “Designated Person” for purposes of maintaining an Investor List to the extent required
by the Code. The TMP is hereby authorized to take such actions as may be required by the Code and the regulations thereunder to
continue such designations. The determination by the TMP with respect to the treatment of any item or its allocation for Federal,
state or local tax purposes shall be binding upon all of the Members, so long as such determination is reasonable and will not
be inconsistent with any express terms hereof. No cause of action shall accrue to any Member under this Section 13.1 if the TMP
acted in good faith to comply with his obligations hereunder. No charge shall be made to the Company for his acting as tax matters
partner. Upon the Resignation or Bankruptcy of the TMP, a majority of the Members may select a Member to become the new “tax
matter partner” and “Designated Person”.


 




    	 	15	 



     


    

 


SECTION 13.2         Fiscal
Year. The fiscal year of the Company shall be the calendar year.


 


SECTION 13.3         Custody
of Company Funds; Bank Accounts.


 


(a)          The
Manager shall have a fiduciary responsibility for the safekeeping and use of all funds and assets of the Company, whether or not
in their immediate possession or control. The Company’s funds shall not be commingled with the funds of any other Person
and the Manager shall not use, or permit use of, the Company’s funds in any manner except for the benefit of the Company.


 


(b)          All
funds of the Company not otherwise invested shall be deposited in one or more internet–accessible accounts maintained in
such federally insured financial institutions as the Manager may deem appropriate, and withdrawals shall be made only in the regular
course of Company business on such signature or signatures as the Manager may deem appropriate. Usernames and passwords for access
to all accounts shall be made available to all members.


 


SECTION 13.4         Notices.
Except as otherwise provided herein, all Notices, requests, consents and other communications hereunder to the Company or to any
Member shall be deemed to be sufficient if contained in a written instrument delivered in person or sent by telecopier, nationally-recognized
overnight courier or first class registered or certified mail, return receipt requested, postage prepaid, addressed as follows:


 


(a)          if
to the Company, to its principal office set forth in Section 2.4, as such office may be changed in accordance with Section 2.7.


 


(b)          if
to any Member, to its respective address set forth on Schedule A hereto.


 


Any Member may, at any
time and from time to time, designate a substitute address or addresses for itself by delivering a Notice to the Company and to
each other Member in the manner set forth in this Section. All such Notices, requests, consents and other communications shall
be deemed to have been delivered (i) in the case of personal delivery or delivery by telecopier, on the date of such delivery,
(ii) in the case of delivery by nationally-recognized overnight courier, on the date of such delivery, and (iii) in the case of
mailing in the manner set forth in this Section, on the third business day after the posting thereof.


 


SECTION 13.5         Burden
and Benefit. This Agreement shall be binding upon, and shall inure to the benefit of, the Members, and their respective
heirs, executors, administrators, successors and assigns. There shall be no third party beneficiaries of this Agreement.


 


SECTION 13.6         Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which
together shall constitute one Agreement binding on all parties hereto, notwithstanding that not all parties shall have signed the
same counterpart.


 


SECTION 13.7         Severability
of Provisions. If any term or provision of this Agreement or the application thereof to any Person or circumstance shall,
to any extent, be invalid or unenforceable, the remainder of this Agreement and the application of such term or provision to Persons
or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term
and provision of this Agreement shall be valid and be enforceable to the fullest extent permitted by law.


 




    	 	16	 



     


    

 


SECTION 13.8         Entire
Agreement. This Agreement sets forth all (and is intended by the Members to be an integration of all) of the promises,
agreements and understandings among the Members with respect to the Company, its business operations and management, the Property
and all other Company assets, and there are no promises, agreements, or understandings, oral or written, express or implied, among
them other than as set forth or incorporated herein.


 


SECTION 13.9         Headings.
The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to
be a part of this Agreement.


 


SECTION 13.10       Pronouns
and Plurals. Whenever the context may require, any pronouns used herein shall be deemed to refer to the masculine, feminine,
or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa.


 


SECTION 13.11      Governing
Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York.


 


SECTION 13.12      Dispute
Resolution. Each party hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in New York County, New York for the adjudication of any dispute hereunder
or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees
not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court,
that such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents
to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight
delivery (with evidence of delivery). Nothing contained herein shall be deemed to limit in any way any right to serve process in
any manner permitted by law. Each party irrevocably waives, to the fullest extent permitted by applicable law, any and all right
to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
If either party shall commence an action or proceeding to enforce any provisions of the documents contemplated herein, then the
prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs
and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.


 


SECTION 13.13         Agreement
in Counterparts. This Agreement may be executed in several counterparts, and all such executed counterparts shall constitute
one agreement, binding on all of the parties hereto, notwithstanding that all of the parties are not signatory to the original
or to the same counterpart.


 


[REST OF THIS PAGE LEFT INTENTIONALLY
BLANK]


 




    	 	17	 



     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Operating Agreement as of the date first above written.


 


COMPANY:


 


	CAMBRIDGE CRAFT, LLC	 
	 	 
	/s/ Glenn E. Straub	 
	Name:   Glenn E. Straub	 
	Title: Manager of its manager New England World of Beer


 


MEMBERS:


 


	New England World of Beer	 	Attitude Beer Holding Co.
	 	 	 
	/s/ Glenn E. Straub	 	/s/ Roy Warren
	By:    Glenn E. Straub	 	By: Roy Warren
	Its: Manager	 	Its: President


 




    	 	18	 



     


    

  


SCHEDULE A


 


	Member	 	Percentage
 Interest	 	 	Initial Capital
 Contribution	 
	New England World of Beer 
505 S. Flagler Drive, Suite 1010 
West Palm Beach, FL 33401	 	 	49	%	 	$	1.00	 
	Attitude Beer Holding Co. 
712 US Highway 1, Suite 200 
North Palm Beach, FL 33408	 	 	51	%	 	$	1,760,000	*
	Total	 	 	100	%	 	$	1,760,001	 



 


* This amount shall be
paid on the following schedule:


1. $115,000 on or before
October 12, 2015;


2. $210,000 on or before
October 30, 2015;


3. $358,750 on or before
January 1, 2016;


4. $358,750 on or before
February 1, 2016;


5. $358,750 on or before
March 1, 2016; and


6. $358,750 on or before
April 1, 2016; .


 




    	 	19