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JOINT VENTURE PRE-ORGANIZATION AGREEMENTThis Agreement is made this ____ day of _____________, 2010 between German AmericanNational Congress Chapter Chicago -- North and D.A.N.K. House, 4740 N. Western Ave., Chicago,Illinois 60625, United German-American Societies of Greater Chicago, 6540 N. Milwaukee Avenue,Chicago IL 60631-1750, and Mayfest Chicago, NFP, 6804 N Caldwell Ave., Niles, Illinois 60714.PurposeThe purpose of this Agreement is to accomplish the common purpose of the parties, whichis to preserve and promote German culture, heritage, and language through activities including, butnot limited to, maintaining a center consisting of a museum, art gallery, library, and language school,and organizing educational and social programming focusing on and emphasizing the history,traditions, and contribution of Germans and German Americans. This Agreement shall serve as alegal and binding Agreement to set forth the general understandings, rights, and responsibilities ofthe parties that will be included in a comprehensive joint venture agreement. All parties to thisAgreement are organized as not-for-profit corporations under the Illinois Not For Profit CorporationAct, 805 ILCS 105, and exempt from taxation under Internal Revenue Code section 501(c)(3). RecitalsA. German American National Congress Chapter Chicago -- North and D.A.N.K. House(“DANK House”) is organized to preserve and promote German culture, heritage, andlanguage through activities including, but not limited to, maintaining a center consisting ofa museum, art gallery, library, and language school, and organizing educational and socialprogramming focusing on and emphasizing the history, traditions, and contribution ofGermans and German Americans.B. United German-American Societies of Greater Chicago (“German Day”) is an umbrellaorganization of over 40 active Germanic clubs and societies, uniting an estimated totalmembership of 9,600 men, woman and children. German Day coordinates the eventscalendar of its member clubs and organizes a number of other events in Chicago.C. Mayfest Chicago (“Mayfest”) organizes an annual celebration each year (also called Mayfest)at which the food, music, dance, language, and culture of the German Heritage is celebratedin the heart Chicago’s German Community, Lincoln Square. D. DANK House is the owner in fee simple of the property and building located at 4740 N.Western Ave., Chicago, Illinois 60625 (the “Property”) in which it operates a Germanlanguage school, library, museum, and hosts a multitude of German cultural programs.Property is partially exempt from property tax because it is used in furtherance of DANKHouse’s charitable and educational purposes consistent with the provisions of the IllinoisRevenue Act of 1939 under 35ILCS 200/15-65&35. It is the utmost priority of DANK

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House to preserve the Property and its property tax exemption.E. Property has served as the cornerstone of the German American Community at the heart ofChicago’s Lincoln Square since it’s purchase by DANK House in 1968. Property is in needof repairs and renovations necessary to expand the qualified exempt charitable andeducational programs offered in the building and DANK House requires additional funds toaccomplish these renovations.F. German Day and Mayfest generate significant annual revenue from their events and are bothin need of additional ways to serve the Chicago community beyond their festivals with thesefunds. Both German Day and Mayfest require an interest in property from which they canoperate their festivals and other programs. German Day and Mayfest also have accumulatedan aggregate of approximately One Million Dollars ($1,000,000.00) in savings for whichthey intend to invest in the community.In consideration of the mutual promises, the parties hereto agree to engage in a joint ventureagreement under the laws of the State of Illinois, by January 31, 2011, for the fulfillment of thepurposes and respective needs summarized above. The basic organization of the joint venture shallbe as follows: Agreement1. Name. The name of the joint venture shall be “German American Cultural Center.” 2. Duration. The duration of this joint venture shall be perpetual provided the parties meet theirobligations outlined herein and finalized in the joint venture agreement.3. Nature of the Joint Venture. a. The joint venture shall be accomplished by DANK House amending its bylaws togrant governance and control of the Property to DANK Chicago (discussed below),German Day, and Mayfest, As described more fully below. DANK House agrees toestablish a separate Illinois Not-For-Profit Corporation (“DANK Chicago”),governed by the current DANK House board of directors, to which it will transfer allof its charitable and educational programs, personal, and intellectual propertyassociated with DANK House programs. DANK Chicago will apply for federal taxexemption under IRC §501(c)(3). DANK Chicago’s board will be identical to theDANK House board until it changes its name to The German American CulturalCenter (“GACC”) and amends its bylaws to convert to a three member corporationwith twelve directors as described in greater detail below.b. The initial three members of GACC shall be DANK Chicago, German Day, andMayfest. It is the intent of the parties that DANK Chicago shall retain 50% control

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over GACC, German day shall have approximately 33% control over GACC, andMayfest shall have approximately 17% control over GACC. “Control” for thepurposes of this agreement shall be accomplished through voting rights as membersof GACC, and authority to appoint directors as explained in Paragraph 3c of thisAgreement.c. The GACC board of directors shall be appointed by the members in a representativecapacity according the following proportions: at all times DANK Chicago shall befill six (6) director seats by appointment, German Day shall fill four (4) director seatsby appointment, and Mayfest shall fill two (2) director seats by appointment. Theparties consent to this proportion and agree that it is sufficiently close to theproportions agreed upon in the above paragraph.d. On every matter submitted to the members for vote, the voting shall be cumulative.DANK Chicago shall have fifty (50) votes, German Day shall have thirty-three (33)votes, and Mayfest shall have seventeen (17) votes. Matters submitted formembership vote shall include, but not be limited to, amending the bylaws andarticles of incorporation, electing new members, executing contracts with thirdparties, approving capital expenditures, and approving the annual budget. Amendingthe bylaws, amending articles of incorporation, and electing new members shallrequire a two-thirds majority (2/3) of all votes cast by the Members, or sixty-seven(67) votes. Membership shall be non-transferrable.4. Contributions by the Members.a. DANK Chicago. DANK Chicago, acting as DANK House with an identical boardof directors, is providing an initial contribution to German Day and Mayfest byagreeing to amend DANK House’s articles of incorporation to change its name to“The German American Cultural Center.” It will then amend GACC’s bylaws to addmembership provisions affording 50% control of GACC to German Day and Mayfestas described in Paragraphs 3b-3d of this agreement. DANK Chicago further agreesto turn over all rights to hall rentals, rental of the commercial space on the Property’sfirst floor, cell tower income, and billboard income to GACC. Income from suchactivities shall be attributable to DANK Chicago as membership contributions toGACC. b. Consistent with the fiduciary duties of the current DANK House board of directorsto maintain its assets, as well as its accountability to its national parent, DANKNational, DANK Chicago’s membership and authority shall not terminate for anyreason unless it finally dissolves and winds up its business. Any administrativedissolution that may occur shall not affect its membership rights. c. German Day. In consideration of receiving rights to the property by its governance

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interest in GACC, German Day agrees to contribute its current savingsapproximating Six-Hundred Sixty-Six Thousand, Six-Hundred Sixty-Seven Dollars($666,667) to be used toward capital improvements and expenses involved ineffectuating this joint venture. German Day further agrees to provide DANKChicago the opportunity each year to participate with a kitchen and/or bar in theannual German Day Fest, and to contribute annual membership dues to be laterdetermined for the general operation, maintenance, taxes, and other expensesattributed to GACC and the Property. d. Mayfest. In consideration of receiving rights to the property by its governanceinterest in GACC, Mayfest agrees to contribute its current savings approximatingThree-Hundred Thirty-Three Thousand, Three Hundred and Thirty-Three Dollars($333,333.00) to be used toward capital improvements and expenses involved ineffectuating this joint venture. Mayfest further agrees to contribute annualmembership dues to be later determined for the general operation, maintenance,taxes, and other expenses attributed to GACC and the Property, and to provideDANK Chicago the opportunity each year to operate a kitchen and bar in its annualMayfest Festival.5. GACC’s Purpose. The purpose of GACC shall be to support the charitable and culturalactivities and purposes of its three members, as well as to manage and preserve the Propertyin furtherance of its exempt purposes. 6. Joint Venture Agreement. A joint venture agreement shall be prepared outlining the financialand programmatic responsibilities of the parties, as well as rights and responsibilities as tothe use of the Property. A copy of the initial revised bylaws for GACC shall be affixed toand part of the joint venture agreement. The joint venture agreement shall be signed by allparties to this Agreement, and by DANK Chicago. Failure to agree on acceptable bylaws andjoint venture agreement shall render this agreement void, however consent shall not beunreasonably withheld. Any frustration of this agreement that may result in its terms notbeing carried out which is not in the direct control of any of the parties shall void thisagreement without recourse to any of the parties.7. DANK Membership Approval. The parties understand that any amendment to the articles ofincorporation and bylaws of DANK House to effectuate its transition to GACC must beapproved by the current membership of DANK House, and that no guarantee exists that thisjoint venture will be approved.8. Expenses. All expenses to accomplish this joint venture, including but not limited to,attorneys fees, accountant’s fees, and filing fees to accomplish the joint venture and establishDANK Chicago and obtain exempt status with the IRS and the Illinois Department ofRevenue shall be the joint responsibility of the parties contemplated herein, payable first byGACC, and second by the members in their proportionate governance share described inParagraph 3b of this agreement (50%, 33%, and 17%, respectively).

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9. Miscellaneous Provisions.a. All parties herein agree to use all efforts to preserve the charitable and educationalpurposes of the GACC and to use all efforts possible to maintain the exempt statusof its Property. Any act or omission by German Day and/or Mayfest to compromisesuch exempt status shall result in immediate termination of their membership rights.b. Individuals with authority to organize this joint venture include the respectivepresidents of each member. At the time of execution of this Agreement, DagmarFreiberger shall be have authority in her capacity as the current president of DANKHouse, and will later be president of DANK Chicago. Erich Himmel is the currentpresident of German Day, and Josef Matuschka is the current president of Mayfest.c. Time is of the essence to complete the above-contemplated transactions, and theparties agree to use their best efforts to complete these transactions by January 31,2011.d. This Agreement shall be governed by the laws of Illinois.e. If any provision of this Agreement shall, for any reason, be held violative of anyapplicable law, and so much of the Agreement is held to be unenforceable, then theinvalidity of a specific provision shall not be held to invalidate any other provisionswhich other provisions shall remain in full force and effect unless removal of theinvalid provisions destroy the legitimate purposes of this Agreement, in which eventthis Agreement shall be cancelled.SIGNED, ACCEPTED AND AGREED TO on ___________________, by the undersignedparties who hereby acknowledge that they have read and understand this Agreement and execute thisAgreement voluntarily and of their own free will.German American National Congress Chapter Chicago -- North and D.A.N.K. House German Day____________________________________ ____________________________________By: Dagmar Klein Freiberger By: Erich HimmelMayfest____________________________________By: Joseph Matuschka