Item 1.01 Entry Into a Material Definitive Agreement

On December 23, 2020, Highwater Ethanol, LLC (the "Company") and RPMG, Inc. ("RPMG") executed a High Purity Alcohol Member Marketing Agreement (the "Agreement"). The terms of the Agreement become effective January 1, 2021 (the "Effective Date"). RPMG is currently the Company's exclusive marketer and distributor of ethanol and corn oil. The Company is also an owner of Renewable Products Marketing Group, LLC ("RPMG LLC"), the parent entity of RPMG.

The Agreement provides that RPMG will serve as the exclusive marketer of high purity alcohol for the Company excluding certain high purity alcohol marketed or sold under contracts in effect on the Effective Date. In exchange for the exclusive marketing services, the Company will pay a marketing fee to RPMG and RPMG will use commercially reasonable efforts to obtain the best price for all high purity alcohol conforming to certain specifications sold under the Agreement. RPMG will forward confirmations of the volume, FOB sales price and other terms to the Company. RPMG shall be responsible for and bear the risk of loss for all high purity alcohol from the time the product crosses the loading flange at the facility. RPMG shall purchase high purity alcohol at an amount equal to the FOB price less any applicable cost.

The Agreement shall automatically terminate when the Company ceases to be an owner of RPMG LLC, subject to the expiration of the initial term. In addition, upon breach by the other party, the Agreement may be terminated by either party after providing notice and expiration of the applicable cure period. RPMG may terminate the Agreement upon the Company's insolvency, receivership, or bankruptcy or if the Company ceases to produce high purity alcohol for thirty days or more. The Company may terminate the Agreement, following expiration of the initial term, upon notice and provided the Company delivers all high purity alcohol subject to confirmations of sale provided by RPMG to the Company. The Company shall also be obligated to accept assignment from RPMG of the lease of certain rail cars following termination.

Item 9.01 Financial Statements and Exhibits



(a)None.

(b)None.

(c)None.

(d)Exhibits

Exhibit No.      Description

99.1 High Purity Alcohol Member Marketing Agreement Between Highwater Ethanol, LLC and RPMG, Inc. **

**Confidential information redacted.

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