Company	:	Mystic Farm & Distillery, Inc.
Corporate Address	:	1212 N Mineral Springs Rd, Durham, NC 27703
Offering Minimum	:	$15,000.00
Offering Maximum	:	$1,235,000.00
Minimum Investment Amount (per investor)	:	$500.00

Terms

Offering Type	:	Equity
Security Name	:	Class B Non-Voting Common Stock
Minimum Number of Shares Offered	:	15,000
Maximum Number of Shares Offered	:	1,235,000
Price per Share	:	$1.00
Pre-Money Valuation	:	$20,000,000.00

*Maximum number of shares offered subject to adjustment for bonus shares. See Bonus info below.

Voting Rights of Securities Sold in this Offering

Voting Proxy. Each Subscriber shall appoint the Chief Executive Officer of the Company (the “CEO”), or his or her successor, as the Subscriber’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to, consistent with this instrument and on behalf of the Subscriber, (i) vote all Securities, (ii) give and receive notices and communications, (iii) execute any instrument or document that the CEO determines is necessary or appropriate in the exercise of its authority under this instrument, and (iv) take all actions necessary or appropriate in the judgment of the CEO for the accomplishment of the foregoing. The proxy and power granted by the Subscriber pursuant to this Section are coupled with an interest. Such proxy and power will be irrevocable. The proxy and power, so long as the Subscriber is an individual, will survive the death, incompetency and disability of the Subscriber and, so long as the Subscriber is an entity, will survive the merger or reorganization of the Subscriber or any other entity holding the Securities. However, the Proxy will terminate upon the closing of a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933 covering the offer and sale of Common Stock or the effectiveness of a registration statement under the Securities Exchange Act of 1934 covering the Common Stock.

Investment Incentives & Bonuses*

Combo Investor Perk

Combo Perk 1 - Invest $500+ within the first three weeks and receive a challenge coin that entitles the owner to free tours of the distillery with cocktail (maximum 20 tickets per year).

Combo Perk 2 - Invest $2,500+ within the first week and receive 15% bonus shares.

Combo Perk 3 - Invest $2,500+ within the first two weeks and receive 10% bonus shares.

Volume Based Perk

Tier 1 - Invest $1,500+ and receive a challenge coin that entitles the owner to free tours of the distillery with cocktail (maximum 20 tickets per year).

Tier 2 - Invest $5,000+ and receive a free tour** + 3% bonus shares.

Tier 3 - Invest $10,000+ and we will invite you to join the team for a two-hour barrel selection session when we are selecting Single Barrel Heart of Mystic - you will also take home 4 cases of Single Barrel Heart of Mystic from the selection, + 5% bonus shares.

Tier 4 - Invest $25,000+ and receive five hours of venue rental (date subject to availability) and a $1,000 bar tab credit for your event, + 10% bonus shares.***

Tier 5 - Invest $50,000+ and receive a Single Barrel Experience during which you will make bourbon with the staff, annual taps during the aging process, a custom label for your bourbon when it is released and all of the bottles from that barrel, + 12% bonus shares.

Flash Perk

Invest $4,500+ between 8:00am ET December 14, 2023 and 8:00am ET December 21, 2023 and receive 10% bonus shares.

*In order to receive perks from an investment, one must submit a single investment in the same offering that meets the minimum perk requirement. Bonus shares from perks will not be granted if an investor submits multiple investments that, when combined, meet the perk requirement. All perks occur when the offering is completed.

Crowdfunding investments made through a self-directed IRA cannot receive non-bonus share perks due to tax laws. The Internal Revenue Service (IRS) prohibits self-dealing transactions in which the investor receives an immediate, personal financial gain on investments owned by their retirement account. As a result, an investor must refuse those non-bonus share perks because they would be receiving a benefit from their IRA account.

**Tour participants must be 21+ in order to receive alcoholic beverages.

***Investor must be 21+ in order to receive the 4 cases of Single Barrel Heart of Mystic.

****Investor must be 21+ in order to receive the bar tab credit.

The 10% StartEngine Owners' Bonus

Mystic Farm & Distillery will offer 10% additional bonus shares for all investments that are committed by investors that are eligible for the StartEngine Crowdfunding Inc. OWNer's bonus.

This means eligible StartEngine shareholders will receive a 10% bonus for any shares they purchase in this offering. For example, if you buy 100 shares of Class B Non-Voting Common Stock at $1.00 / share, you will receive 110 shares of Class B Non-Voting Common Stock, meaning you'll own 110 shares for $100. Fractional shares will not be distributed and share bonuses will be determined by rounding down to the nearest whole share.

This 10% Bonus is only valid during the investors eligibility period. Investors eligible for this bonus will also have priority if they are on a waitlist to invest and the company surpasses its maximum funding goal. They will have the first opportunity to invest should room in the offering become available if prior investments are canceled or fail.

Investors will receive the highest single bonus they are eligible for among the bonuses based on the amount invested and time of offering elapsed (if any). Eligible investors will also receive the Owner’s Bonus in addition to the aforementioned bonus.