TERMS

1) Definitions

The term “Cooperative” shall mean The Ozark Food Cooperative Exchange (aka Ozark Natural Foods or the Co-op). The term “member” shall also include “owner,” and the term “membership” shall also include an “ownership” in the Cooperative.

2) Membership

Members, in good standing, are entitled to: (a) patronage refunds as authorized by the Bylaws, (b) one vote per member, and (c) any discounts, special pricing, or other membership benefits determined by the Cooperative’s Board of Directors.

3) Receipt of Documents

Upon acceptance of the Applicant’s application for membership, the member agrees to review, abide by, and uphold the Cooperative’s Articles of Incorporation, as amended, and Bylaws, as amended. These documents are available free of charge on the Cooperative’s website (www.onf.coop) or by written request to: Ozark Natural Foods, 1554 N. College Ave., Fayetteville, AR 72703.

4) Member Addresses

Upon acceptance of the Applicant’s application for membership, member agrees to keep the Cooperative informed of Applicant’s current address at all times.

5) Withdrawal of Membership – Refund

Applicant may withdraw membership in the Cooperative at any time, either before or after full payment of all sums due under this agreement, and obtain a refund. However, the Cooperative reserves the right to pay your refund only after it has received an equivalent sum in cash of all membership amounts paid by new or current members. To withdraw from membership, pick up a form at the Member Services Desk at Ozark Natural Foods, 1554 N. College Ave., Fayetteville, AR 72703. Refunds shall be made in the order in which requests are received. Once a refund is received, you will no longer be held liable for the balance of this Membership Purchase and Application Agreement.

6) Effect of Late Payments – Good Standing

A member who has completed the Annual Equity Contribution payments in the time and manner provided herein and in the Articles and Bylaws, or whose account with the Cooperative is not delinquent, shall be in good standing. Any member failing to meet these requirements will not be in good standing. A member who is not in good standing shall not be entitled to: (a) shop at member prices; (b) receive member discounts; (c) vote; nor (d) exercise any other rights and privileges of membership, until the account is restored to good standing.

7) Failure to Make Annual Equity Payments – Forfeiture

In the event that the Applicant fails to timely pay the Annual Equity Contribution, as agreed on the front hereof, in full within seven (7) years of signing this Agreement, this Agreement shall lapse and Applicant’s rights and privileges of membership will be forfeited without any further action by the Cooperative. All sums accumulated in Applicant’s equity account shall be considered forfeited as liquidated damages for breach of this agreement, and shall not be refunded.

8) Transferability of Agreement; Cancellation of Membership

This agreement, and any membership issued pursuant hereto, is not transferable. The Board of Directors may expel any member who attempts to transfer membership, or who willfully violates an article or bylaw which provides for such penalty. In cases of expulsion, the cooperative will refund the value of the membership as shown on its books on the date of cancellation, but not more than its original issuing price, within sixty (60) days of cancellation. If a member dies or becomes ineligible, the membership shall be cancelled, and the Cooperative will refund such value to the member, or to the authorized representative, within two (2) years thereafter, without interest. If no claim is presented to the Cooperative within a period of two (2) years from the date of death, such equity will be considered abandoned.

9) Confidentiality

Applicant promises not to release any personnel, real estate, marketing, legal, strategic planning, financial, or other sensitive or confidential information provided to him or her as a member to any employee, member, business partner, associate, or related party of a competitor retail food outlet. Furthermore applicant agrees that, if he or she has an ownership interest in or is an employee of a retail food establishment located in Northwest Arkansas, that applicant is not taking out a Cooperative membership for purposes of obtaining proprietary information, and the applicant agrees to act at all times to protect the Cooperative’s interests.

10) Governing Law

This agreement shall be construed in accordance with and governed by the laws of the State of Arkansas applicable to agreements made and to be performed wholly within such jurisdiction, without regard to the conflicts of laws provisions thereof. The courts of the State of Arkansas for Washington County and the federal courts for the Western District of Arkansas shall have jurisdiction over any and all disputes which arise between the parties under this Agreement, whether in law or in equity, and each of the parties shall submit and hereby consents to such courts’ exercise of jurisdiction.