An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the offering statement in which such Final Offering Circular was filed may be obtained.

PART II AND PART III - PRELIMINARY OFFERING CIRCULAR DATED APRIL 25, 2018

REGULATION A TIER 2 PRELIMINARY OFFERING CIRCULAR

ESOTERIC BREWING COMPANY, LLC

OFFERING OF _________* SERIES C UNITS

Offering Price per Series C Unit: $100

Maximum Offering: ____________ Series C Units ($—,000)

See “Key Features of Securities Being Offered” on page __ for additional information.

Dated: _____________

The proposed sale will begin as soon as practicable after this Offering commences. The Offering will close upon the earlier of (1) the sale of the maximum number of Series C Units, (2) the termination of the Offering by the Manager, or (3) March 31, 2019, subject to a one hundred and eighty (180) day extension at the discretion of the Manager (“Closing”).

Esoteric Brewing Company, LLC an Ohio limited liability company (the “Company” or “Esoteric”), is offering ________ Series C membership interests (“Series C Membership Interests” or “Series C Units”) in denominations of $100 (the “Offering”). Each Unit will represent .00333% interest in the Company. The minimum number of Units that may be sold is one (1) Unit.

Brian Jackson, Manager

Esoteric Brewing Company, LLC

3713 Charloe Ct.

Cincinnati, OH 45227

513-549-9483

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AND INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER ARE EXEMPT FROM REGISTRATION.

GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(d)(2)(i)(C) of REGULATION A. FOR GENERAL INFORMATION ON INVESTING WE ENCOURAGE YOU TO REFER TO WWW.INVESTOR.GOV.

THE PURCHASE OF THESE SECURITIES IS HIGHLY SPECULATIVE AND RISKY. SHARES SHOULD ONLY BE PURCHASED BY PEOPLE WHO CAN AFFORD TO LOSE THEIR COMPLETE INVESTMENT. PLEASE REFER TO ‘RISK FACTORS’ BEGINNING ON PAGE _, FOR MORE INFORMATION

* The number of Series C Units to be offered in this Circular is 9,000 minus the number of Series B Units, sold pursuant to the Ohio Offering (described in this Circular) prior to the commencement of this Offering. The exact number will be fixed in the Final Amendment.

TABLE OF CONTENTS

FORWARD LOOKING STATEMENTS

This Offering Circular contains forward-looking statements that involve risk and uncertainties. These statements relate to financial conditions and prospects, lending risks, plans for future business development and marketing activities, capital spending and financing sources, capital structure, the effects of regulation and competition, and the prospective business of the Company. In some cases, these statements can be identified with forward looking words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “will,” “continue,” “anticipate,” “could,” “would,” “project,” “plan.” Investors should be aware that all forward-looking statements could differ materially from those anticipated in these forward-looking statements based on many factors. The Company believes these factors include, but are not limited to, the “Risk Factors” found on page __ of this Offering Circular. These factors should not be construed as exclusive and should be read in conjunction with other cautionary statements in this Offering Circular.

Summary of Offering

This summary highlights certain information about the Company, the Series C Units, and this Offering contained elsewhere in this Offering Circular. As a result, this Summary does not contain all of the information that may be important to you or that you should consider before purchasing Series C Units. Before deciding to invest, you should carefully review this entire Offering Circular.

Esoteric Brewing Company, LLC

Though Brian Jackson formed Esoteric Brewing Company, LLC on February 11, 2013 as an Ohio limited liability company, Brian Jackson has been working towards honing his concept for a destination microbrewery and taproom in Cincinnati since 2009.

It was that year that Brian both began working for a local craft beer distributor and started his award-winning homebrewing career. Eight years later, Brian is now a professional brewer at a prominent local Cincinnati brewery and working with his business partner, Marvin Abrinica, to bring this concept to reality.

In the last half of 2017, the Company has located a building for the brewery, engaged an architect to begin designing the space, identified and put deposits down on brewing equipment, and kicked off an Ohio intrastate private placement (“Ohio Offering”) to help get the brewery up and running. As of April 24th, the Company has sold 1,258 Series B Units amounting to $120,000 in capital. As a note, the Series B investors who purchased the first 708 Series B Units received a discount on the per Series B Unit price and such discount has been disclosed to all other potential investors. The following 550 Series B Units were sold at $100 per Unit and all subsequent Series B Units will be sold at that price.

To date, the Company has no operating history and no sales. All the Company’s efforts have gone towards developing recipes, defining equipment specifications, identifying a location, making strategic partnerships, working on raising money pursuant to the Ohio Offering and preparing this Offering.

The Capital Raise

The Company intends to raise $1.1 million dollars in order to get the brewery up and running. The Company intends to raise that money through 1) the sale of Series B Units pursuant to the Ohio Offering; 2) the sale of Series C Units pursuant to this Offering; and 3) a small business administration loan. The Ohio Offering will terminate prior to the commencement of this Offering.

Liquidity Event, Profits Interest and Voting Interest

The Series C Units, in the case of a Liquidity Event, are entitled to receive payment at the same priority level as the Series A and Series B Units, first, in proportion to their Capital Contribution until such Capital Contribution is repaid, and, then in accordance with their Percentage Interest, defined as 0.00333% per Series C Unit.

For the purposes of this Offering (and the attached Operating Agreement) “Profits Interest” is defined as a Member’s right to distributions of assets from the Company other than assets paid to Members as a result of a Liquidity Event. For the purposes of this Offering (and the attendant Operating Agreement) “Voting Interest” means the right to vote on Company matters pro rata, in accordance with such Member’s Voting Interest. Only Members with a “Voting Interest” are permitted to appoint or remove the Manager.

The Offering

The Series B Units have no Voting Interest in the Company, but are permitted to vote on certain decisions such as dissolution, merger, asset sale, and distributions in accordance with their Units, pro rata with Series A Units. The Series C Units do not have this right.

The Series C Units have no Voting Interest or Profits Interest in the Company. The Series C Units only have a right to a return on investment in case of a Liquidity Event and have no voting rights, except that a majority of Series C Units must approve any change in the Operating Agreement that would have a materially adverse effect on the terms of the Series C Units.

The Company intends to raise up to $900,000, in the aggregate, via sales of Series B Units and Series C Units. The Series B Units are being offered pursuant to the Ohio Offering while the Series C Units are offered pursuant to this Offering.

Pursuant to this Offering, the Company is selling the Series C Units for $100 per Unit with a minimum Unit-purchase of one (1) Unit. The minimum investment by a purchaser pursuant to this Offering is $100. Holders of at least 250 Series C Units are able to convert the same to Series B Units at a one to one (1:1) ratio after holding those Units for 6 months, through written notice to the Company.

Please refer to the Esoteric Brewing Company, LLC Amended and Restated Operating Agreement (“Operating Agreement”) and the Section of this Offering Circular entitled “Key Features of Securities Being Offered” on page __ for more information.

RISK FACTORS

This Offering and any investment in the Company’s Series C Units involves a high degree of risk. All risks described below should be carefully considered before deciding whether to purchase the Units. If any of the following risks occur, the Company’s business, financial condition and results of operations could be harmed. Investors may lose all or part of their investment.

RISKS RELATING TO COMPANY AND INDUSTRY

The Company may be unable to get licensing critical to the proposed business.

The Company requires federal and state permits to operate a brewery and taproom in Cincinnati, Ohio. As of the date of this Offering, the Company has not acquired any state or federal license to brew and sell beer. The Company’s location requires significant renovation in order for it to meet federal and state requirements for brewing and selling beer. If the Company does not make the appropriate renovations, it will be unable to acquire appropriate permits.

The Company may have to change its name and marketing strategy.

The Company has not federally registered the name “Esoteric Brewing” with the United States Patent Office. If another company in the same or similar line of business is using a similar name, that company could prevent the Company from marketing under the name “Esoteric.”

The Series C Unit investors have no control in managing the Company.

Although each Series C Unit purchased pursuant to this Offering represents a 0.00333% ownership interest in the Company, such ownership interest does not provide for any voting or management rights, except for the right to vote as a Class on any change to the terms of the Series C Units. If the Series C Unit holders do not like the direction of the Company, the investors will have no power to propose or implement changes. Brian Jackson, as both the Manager and owner of over a majority of the shares of the Series A Units of the Company, will be responsible for making all material decisions for the Company.

Laws and regulations affecting the brewing industry are constantly changing which could negatively affect the Company’s operations.

Crucial to the Company’s business plan is brewing beer, selling beer to the public, and distributing beer for retail sale. The state and federal laws and regulations that regulate both brewing and selling beer fluctuate regularly. Regulations governing environmental waste product or the rights of beer distribution companies are two examples of laws that regularly change and can have a large impact on the profitability of a brewery. The Company cannot predict the nature of future laws or regulations and cannot determine what effect they may have on the Company’s business.

The Company will operate in a highly competitive industry and potential competitors could duplicate part of the Company’s business model.

The brewing industry is highly competitive and constantly evolving. The brewing industry in Greater Cincinnati, in particular, has been expanding rapidly in recent years. This competition could negatively impact the Company’s business.

Neither of the officers, Brian Jackson or Marvin Abrinica, have ever owned or operated a brewery.

Though Manager, CEO, and President, Brian Jackson has over a year of experience working as a commercial brewer and Marvin Abrinica has experience owning and operating his own company, neither has managed or owned a brewery. This lack of experience could hamper and delay the growth of the Company in a highly competitive brewing industry.

The success of the Company depends substantially on the continuing efforts of Brian Jackson and Marvin Abrinica, and the business may be severely disrupted if either of them leave.

The Company’s success depends upon the continued services of Brian Jackson and Marvin Abrinica. If either would be unable or unwilling to continue in his present position, it could severely disrupt operations, and the Company may not be able to replace either of them easily or at all.

The Company may not attract enough customers to be profitable.

The Company’s success depends largely on attracting people to a brewpub in the Walnut Hills neighborhood of Cincinnati, Ohio. Though Walnut Hills is an up and coming neighborhood, and approximately ten minutes from downtown Cincinnati, the neighborhood already supports one local brewpub and there is no guarantee that the neighborhood will continue to grow. It is possible that the Company may not be able to attract enough business to be profitable. If the Company cannot make a profit, it will likely close.

The Company may expose itself to legal liability due to its business model.

If the Company incurs liability related to an injury of customer due to alcohol consumption, the Company may suffer adverse financial consequences. Also, if the Company is forced to endure extensive legal costs to defend against potential liability, the Company may have to close.

RISKS RELATING TO THE COMPANY’S SECURITIES

Series C Units have no rights to profit distributions, tax distributions, or to manage the Company. There are two other classes of securities authorized and outstanding – Series A Units and Series B Units - each of which have rights to profit distributions, tax distributions, and certain management rights.

Brian Jackson and Marvin Abrinica hold all of the issued and outstanding Series A Units and, therefore, will have the authority to make nearly all of the decisions for the Company. The Company has offered 9,000 Series B Units pursuant to the Ohio Offering. As of April 24, 1,258 Series B Units are outstanding. The Series A Units and the Series B Units each have the rights to a distribution of profits from the cash-flow of the Company. The Series A and Series B Units are also entitled tax distributions. The Series B Units, have rights to vote on certain major Company events, such as merger, dissolution or distributions. The Series C Units have no right to profit distributions and have no voting rights, except that it may vote as a Class on a any change to the terms of the Series C Units. Although, the holders of at least 250 Series C Units, will have the right to convert into Series B Units at a 1:1 ratio, there is no other available path for Series C Unit-holders to obtain Series B Units.

The Series C Units have no right to distributions and will only have a right to receive a return on their investments if there is a Liquidity Event, such as dissolution or merger.

Series C Units, unlike the Series A and Series B Units have no right to receive distributions of profits from ordinary course of business operations. Holder of Series C Units will only have a right to receive a return on their respective investments in the case of a Liquidity Event such as dissolution, merger, or sale of substantially all of the assets.

There may never be a public market for the Company’s Series C Units and it will likely never trade on a recognized exchange. Therefore it may be difficult to transfer the Series C Units to liquidate any investment.

The Company does not intend to list the Series C Units (or any other membership interest) on any exchange or quotation system. In the absence of any trading market, an investor may be unable to sell the Units and liquidate the investment.

The Series C Units have various restrictions on transferability as set forth in the Company’s Operating Agreement. One such restriction includes the Series A Members and Series B Members right of first refusal on any attempted transfer.

The Series C Units are not freely transferable. The Company, the Series A Members, and the Series B Members are entitled to a right of first refusal on any Units that are attempted to be transferred. The Series C Units do not have any right of first refusal if the Series A or Series B Members attempt to transfer their respective Units.

Series C Units are subject to Drag-Along Rights of the Majority of Members.

“Drag-Along Rights” allow the Majority of Series A Members to require the other Members to sell their Membership Interests pro rata in accordance with their Percentage Interest as the Majority of Series A Units, if the Majority of Series A Units are intended to be transferred.

More Units, including other classes of membership interests, may be issued by the Company in the future, which may have a dilutive effect and/or have an adverse impact on the rights of holders of Series C Units.

In this Offering the Company will issue Series C Units. The future issuance of additional Series C Units and/or other classes of membership interests may dilute the value of the current Series C Units sold pursuant to this Offering. Future issuances of new classes of units or preferred units may be senior to those issued in this Offering and may be offered at any price. The Series C Units have no right to vote on the issuance of new Units that may dilute their ownership percentage.

INVESTMENT IN THE SECURITIES ARE RISKY AND YOU MAY LOSE YOUR ENTIRE INVESTMENT.

RISKS RELATING TO THIS OFFERING

Brian Jackson and Marvin Abrinica arbitrarily determined the offering price.

The Offering price of the Series C Units has been arbitrarily determined by Brian Jackson and Marvin Abrinica and may not bear any relationship to assets acquired or to be acquired or the book value of the Company or any other established criteria or quantifiable indicia for valuing the business. Neither the Manager nor the Company represent that the Series C Units have or will have a market value equivalent to their Offering price, or that the Series C Units can be resold at their original Offering price.

Investors cannot withdraw funds once invested and will not receive a refund.

Investors do not have the right to withdraw invested funds. Payments will be made to Esoteric Brewing Company, LLC. Once an investment is made, investors will not have the use or right to return of such funds.

Money raised pursuant to this Offering, alone, will not get the Company up and running. The Company is also dependent upon the sale of Series B Units and bank financing which has not yet been obtained.

The Company anticipates requiring approximately $1,100,000 in capital to get the brewery up and running. The Company is in preliminary talks with several banks to obtain additional financing of through a small business administration loan. There is no guarantee that bank financing will be obtained. If the Company cannot get the loan, the Company will have to pursue other financing options. Such financing option may include selling additional equity in the Company.

The Company intends to get bank financing in addition to money raised in exchange of equity.

The Company intends to get bank financing to get the brewery up and running. To obtain this financing, the Company will have to extend a lien on its significant assets, including the brewing equipment to whatever bank it works with to obtain the loan. Therefore, if the business is not successful, the investors in Series C Units would be unable to recoup any funds from the most valuable physical assets of the Company.

The Company is conducting the Ohio Offering for Series B Units that have more rights than Series C Units.

The Company is selling Series B Units to Ohio residents through the Ohio Offering. Series B Units have some management rights and have Profits Interest – entitling them to Distributions of profits during the normal operation of the Company. The Series C Units have no Profits Interest and have no voting rights, except for the right to vote as a class on any changes to the Operating Agreement that would change the terms of the Series C Units.

The investment in renovations and improvements to the building at 900 E. McMillan may not be recoverable by the investors.

A significant amount of proceeds from this Offering will go to renovating or paying for renovations to the building at 900 E. McMillan St., Cincinnati, Ohio. The Company does not intend to own that building and will likely not have an option to purchase that building. This means that, if the Company were to fail, the investors will not be able to recover funds related to improvements to the building.

The Company is selling the Series C Units without an underwriter and may be unable to sell any Series C Units.

The Company will not engage the services of an underwriter to sell the Series C Units. The Company will sell these membership interests through its CEO, Brian Jackson and its Chief Marketing Officer, Marvin Abrinica, neither of whom will receive commissions. There is no guarantee Mr. Jackson and Mr. Abrinica will be able to sell any of the Series C Units. If they are unsuccessful, the Company may have to seek alternative financing to implement the business plan, such as offering additional Units.

DILUTION

Brian Jackson and Marvin Abrinica have been working for the Company without compensation to obtain financing, develop a business plan, locate real estate, define equipment specs, develop strategic relationships, and work on architectural plans. Both Brian Jackson and Marvin Abrinica have, collectively, paid only $100 for 1,000 Series A Units in the Company. The Series A Units, collectively, hold an interest in the Company equal to 100% minus the Series B and Series C Units times 0.00333%. The disparity between the Offering price for the Series A Units, Series, B Units, Series C Units and the price the officers have paid for the Series A Units is described below:

*The first 708 Series B Units were sold at a discount. The subsequent Series B Units were sold at and will be sold at $100 per Unit.

** The Ohio Offering will be terminated prior to the Final Amendment.

***The Company intends to sell an aggregate of 9,000 Series B and Series C Units that will equal, collectively 29.96%. These numbers will be fixed the prior to commencement.

PLAN OF DISTRIBUTION

The Company has 1,000 Series A Units issued and outstanding prior to this Offering.

The Company has offered 9,000 Series B Units pursuant to the Ohio Offering, 1,258 of which are outstanding prior to commencement of this Offering.

Before this Offering commences, the Ohio Offering will terminate. If all of the Series C Units are sold, the Company will have an additional [sum of 9,000 Series C Units minus number of Series B Units outstanding] issued and outstanding.

The Company intends to raise, pursuant to its Ohio Offering and this Offering a combined maximum of $900,000.

Subscriptions are non-refundable regardless of whether the Offering is fully subscribed.

This Offering and sale of the Series C Units will be made to investors through the Company’s prior preexisting relationships and through general solicitation.

The Company will not be utilizing an underwriter or broker-dealer for the sale. The Series C Units offered through this Offering is being made by the officers of the Company. There can be no guarantee the Series C Units will actually be sold. The Series C Units may be sold or distributed from time to time by the officers or directly to one or more purchasers utilizing general solicitation. The sale through this Offering may be effected by one or more of the following methods: internet, social media, or any other means of widespread communication but not limited to crowdfunding sites, direct sales to purchasers; in privately negotiated transactions; or any combination of the foregoing. This Offering Circular will be in electronic format and be made available on websites maintained by the Company.

Neither of the officers are registered broker-dealers pursuant to section 15 of the Exchange Act, but will rely upon exemptions under applicable federal and state laws.

USE OF PROCEEDS

The Company seeks to raise maximum gross proceeds of $900,000 in the aggregate, from the sale of Series C Units in this Offering and Series B Units pursuant to the Ohio Offering. The principal purpose of this Offering is to help get Esoteric Brewing Company up and running. If $900,000 is raised, the Company believes it will obtain an additional $200,000 in bank financing for operating costs. The Company intends to obtain bank financing in addition to the equity raised. The Company anticipates using the proceeds as soon as Series C Units are sold. The Company intends to use the proceeds substantially in the order as described in the chart below:

Approximately $52,500 of the proceeds will be used to compensate the member-officers for their work for the Company in 2018.

Approximately $35,000 will be used to discharge indebtedness related to professional fees required to form the Company, establish and operating agreement, conduct an audit, and for expenses related to this Offering.

If the Company raises between $400,000 and $900,000 pursuant to the Ohio Offering and the Offering, the Company anticipates being able to make up the difference via additional debt financing through a small business administration loan. If the Company raises less than $400,000, it will seek additional methods of financing, such as selling additional equity in the Company.

The Company reserves the right to change the use of proceeds without notice.

DESCRIPTION OF THE BUSINESS

In early 2019, the Esoteric Brewing Company intends to become a destination micro-brewery. The Company will serve distinctive beer styles inside an enlightening taproom experience. The Company will brew the high quality beers with an effort to source organic, local, and sustainable ingredients. Esoteric wants to showcase the finer side of craft beer and give consumers a five star experience. Esoteric’s taproom will feature a refined and elegant decor, which stands in contrast to the typical breweries of today that can often feel like an industrial warehouse.

Esoteric will feature an array of traditional style craft beers including a core line-up of Belgian, English, and German style beers from Esoteric’s brewmaster, Brian Jackson.

Location Near Downtown Cincinnati

The Company intends to lease a space in the heart of an up and coming Walnut Hills neighborhood, which is one mile from downtown Cincinnati, OH. Walnut Hills is currently undergoing rapid growth and revitalization with new restaurants and retail. It’s also located between two major universities and has direct access to a major interstate.

Built-to-Scale

Esoteric will also have production and distribution in mind. The brewhouse will contain a three vessel 10-barrel craft brewing system capable of producing 12,000 barrels annually.

To get to capacity, the plan is to first launch a successful taproom to sustain a healthy gross margin business. Afterwards, Esoteric intends to leverage its production facilities to distribute locally and establish the brand for regional expansion.

Investment is required to rehab the building in Walnut Hills, purchase brewing equipment and provide working capital. To that end, the Company has developed strategic relationships to become part of a master plan that will rebound this historic corner of Walnut Hills. Other tenants on the block in Walnut Hills may include two retail stores and fifteen residential apartments.

Founders

Brian Jackson and Marvin Abrinica will serve as the principal officers. Additionally, ten to fifteen other full-time or part-time employees will be hired to help manage on-site serving, bartending, and other administrative functions.

As of the date of this Offering, the Company has spent roughly 1,000 hours on research and development activities in an effort to bring Esoteric beers to the market. This research and development has included developing recipes through home brewing and commercial brewing, researching and identifying a location for the brewery, forming relationships with local developers, community development foundations, and architects, and developing a website.

The Company is not involved in any legal, bankruptcy, or receivership proceedings at this time.

The Craft Beer Industry

According to the Brewer’s Association’s website, 12.3% of the United States beer market in volume and nearly 22% of the dollar amount of sales is craft beer. In 2016, according to the Brewers Association, craft brewers, nationally, saw a 6 percent rise in volume sales and a 10 percent rise in retail dollar value.

The costs of raw materials for brewing beer, including the cost of hops, malt, water, and yeast can fluctuate severely from year to year and a smaller brewery, such as Esoteric, has less leverage to negotiate the rates of those raw materials. Moreover, as craft breweries proliferate in this region, state and federal regulators and politicians have taken and will continue to take a greater interest in the industry. This interest can have both positive and negative effects on the Company. Additionally, the Company expects environmental regulations, particularly those governing waste water, to impact the Company’s operations.

DESCRIPTION OF PROPERTY

The Company has entered into a letter of intent with Paramount Square Master Tenant, LLC to operate out of the historic Paramount Building located at 900 E. McMillan, Cincinnati – the heart of Walnut Hills in Cincinnati, Ohio. The Paramount Building is a 1920’s art deco style building on the National Register of Historic Places. The brewery intends to occupy 10,010 square feet of retail front with a public taproom and private party room. The proposed lease has an initial term seven (7) years with two (2) five (5) year options to renew the Lease.  The base rent would be $16,683 per month during the first year of the initial term of the Lease and annual base rent would increase $0.50 per square foot per year during the initial term and 3% over the rent in each preceding year during the renewal terms, if exercised.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Company was formed on February 11, 2013 by Manager Brian Jackson, with the purpose of forming a brewery. The Company has no revenue.

The Company’s cash balance is $37,400 as of February 28, 2018, all of which came from capital contributions from investors in exchange for Series B Units and the capital contributions of the member-officers in exchange for Series A Units. The Company has put in $27,236 in deposits on brewing equipment.

As of the date of this Offering, the officers have made only a nominal capital investment in the Company. The current cash balance is not sufficient to fund to get the business up and running. A full subscription of this Offering will not get the Company up and running unless the Company also obtains a bank loan. The Company may utilize funds from the officers to advance funds for the Offering, filing fees, and professional fees, renovations and any other fees as determined by the Company, that the Company will reimburse from the proceeds of this Offering. However, the Company plans to alleviate its liquidity deficiency through the funds raised pursuant to this Offering, the Ohio Offering, and bank financing.

Attached are the audited financials of the Company. Because the Company has no operating experience, the financial statements will be unlikely to be helpful in determining whether the Company will attain any future goals.

How quickly the Company can implement its business plan is largely dependent on how quickly the Series B Units are sold pursuant to the Ohio Offering and how quickly the Series C Units are sold in this Offering. The Company anticipates, over the next twelve months to use all funds raised to get the brewpub up and running, as described in more detail in the “Use of Proceeds” section of this Offering on page ____. If the Company raises $900,000 combined, between this Offering and the Ohio Offering, the Company will still need to obtain approximately $200,000 in debt financing to complete the project.

DIRECTORS, EXECUTIVE OFFICERS, AND SIGNIFICANT EMPLOYEES

Brian Jackson is the sole Manager and CEO of the Company. Marvin Abrinica is the Chief Marketing Officer. The Company plans to hire 10-15 full-time or part-time employees to assist in brewing, bartending, serving, and administrative duties.

The exact date when Mr. Jackson and Mr. Abrinica will begin working the hours listed above is subject to change.

Brian Jackson, Manager, CEO and Treasurer

Brian Jackson has a bachelor’s degree in psychology from the University Cincinnati, but his years after college have been devoted to learning about and brewing craft beer. In 2009 he began working for an Ohio beer distributor specializing in craft beers. During his 6 years at the distributor, he worked both as warehouse manager and, later, purchaser, buying beer for a portfolio of over 4000 unique SKU’s in 3 states.

Since 2009, Brian has brewed over 80 batches of homebrew and more than 25 various styles. Five times he has entered local homebrewing competitions, bringing home six medals in the process. In 2015 he attained certification of a beer judge with the nationally renowned Beer Judge Certification Program.

In 2015, Brian began brewing commercially with an esteemed local brewery in Ohio and continues to work there as of the commencement of this Offering. The brewery is aware of and supports Mr. Jackson’s venture.

There are no legal proceedings against Mr. Jackson, nor have there been in the previous five years.

Mr. Jackson has no family relationship with any officer, director, or significant employee of the Company.

Marvin Abrinica, Chief Marketing Officer

After an 18-year career at Procter and Gamble, Mr. Abrinica set out on his own and became founder, owner and CEO of Thrivera – a branding company located in Downtown Cincinnati, Ohio. He also founded and runs Wunderfund, the first FINRA-registered crowdfunding site in southwestern Ohio. Marvin will develop a website for this Offering and manage marketing for Esoteric.

There are no legal proceedings against Mr. Abrinica, nor have there been in the previous five years.

Mr. Abrinica has no family relationship with any officer, director, or significant employee of the Company.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

In 2017, the officers received no compensation.

The Company will pay Brian Jackson $36,250 in 2018 with payments beginning in approximately September of 2018. The Company intends to pay Marvin Abrinica a salary of $16,250 beginning in approximately September of 2018; but may pay Marvin as much as much $31,250 if Marvin begins working for the Company full time. In 2019 Brian Jackson intends to take a salary of $60,000 and Marvin Abrinica intends to take a salary of $30,000. If Marvin Abrinica begins working full time for the Company, Marvin will have an increased salary no greater than $60,000 in 2019.

The salaries are subject to change after 2019.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

No manager, officer, incorporator, promoter, or immediate family member has had a direct or indirect personal interest in any of the Company’s transactions of over $50,000 in the last two years.

KEY FEATURES OF SECURITIES BEING OFFERED

Below is a table that details the current members and their Membership Interests currently and after this Offering:

* Voting Interest is defined as the right to vote on any matter before the Members in accordance with such Member’s Voting Interest.

** Series B Units have the right to vote pro rata with Series A Units on certain major decisions in accordance with their Profits Interest percentage, even though such Series B Units do not have “Voting Interest” as defined in the operating agreement.

*** Numbers dependent upon how many Series B Units sold pursuant to Ohio Offering.

The Company has established three classes of membership interests designated as Series A Units, Series B Units, and Series C Units. An investor may only acquire Series C Units through this Offering, unless such investor holds 250 Series C Units and converts to Series B Units.

This Offering period will end on the earlier of 1) the Manager ending the Offering or 2) March 31, 2019, subject to the Manager’s discretion to extend this Offering for up to an additional 180 days. The minimum Series C Unit purchase is one (1) with no maximum up to the remaining available Series C Units under this Offering. Though there is no maximum, the Company intends to sell in the aggregate 9,000 Series B and Series C Units.

The following discussion highlights the key features of the Series C Units and contrasts them with the Series A and Series B Units. This discussion is a summary only and does not purport to be a complete description of the Series C Units. The rights and interests of the Series C Unit investors are very detailed and can only be understood completely upon a thorough reading and understanding of the Operating Agreement, attached as Schedule 2.2, which is the legal document that establishes such rights and interests. Accordingly, prospective investors are urged to read the Operating Agreement in detail and this discussion is qualified in its entirety by reference to the Operating Agreement.

Description of Units

The Series A Units are held by the sole officers Brian Jackson and Marvin Abrinica. The Series A Units, collectively, hold total ownership interest equivalent to the following formula: 100% - (0.00333%)(Outstanding Series B Units + Outstanding Series C Units).

The Series B Units are being offered pursuant to the Ohio Offering and are being sold for $100 per Unit, with the caveat that 708 Units have been sold at approximately a 10% discount. Series B Units may also be obtained by holders of at least 250 Series C by converting them to Series B Units on a one to one (1:1) basis. The Series B Units, collectively, hold total ownership interest equivalent to the following formula: (Outstanding Series B Units)(0.00333%).

The Series C Units are the units of ownership interest in the Company into which the investors in this Offering may acquire. The Series C Units, collectively, hold total ownership interest equivalent to the following formula: (Outstanding Series C Units)(0.00333%).

Voting Rights

The holders of Series A Units hold all the Voting Interest of the Company. Brian Jackson, one of the Series A Members, is the sole Manager.

The holders of Series B Units hold no Voting Interest in the Company. However, for certain major issues, including distributions of profits, merger, and sale of the Company, the holders of Series A Units and Series B Units are permitted to vote in proportion to their respective Profits Interests in the Company.

The holders of Series C Units have no Voting Interest in the Company, and no other voting or management rights. However, a majority of Series C Units must approve change in the Operating Agreement that would change the terms of the Series C Units.

Distribution Rights

“Distribution Rights” are those rights to the Company’s distribution of assets apart from assets paid out or distributed in connection with a Liquidity Event.

At the discretion of the Manager, the holders of Series A Units will receive Distributions in proportion to their respective Capital Contributions, up to and until such Capital Contributions are repaid. After such repayment, the Series A Units will receive Distributions in accordance with their Profits Interest.

At the discretion of the Manager, the holders of Series B Units will receive Distributions in proportion to their respective Capital Contributions, up to and until an amount equal to such Capital Contributions are paid. After such repayment, the Series B Units will receive Distributions in accordance with their Profits Interest.

The holders of Series C Units are not entitled to Distributions of profits and, thus, have no Profits Interest (as defined in the Operating Agreement) in the Company.

Liquidity Event

In case of a Liquidity Event, such as the Company merging into another entity, selling substantially all the assets of the Company, or making an initial public offering, proceeds of such Liquidity Event will go to creditors, holders of yet-unissued membership interests senior to the issued Units, and to set up reserves for contingency payments. After the foregoing are satisfied, each Member holding Series A Units, Series B Units, or Series C Units shall receive distributions at the same priority in proportion and to the extent of their Capital Contributions (less Distributions already received); and, once an amount equal to such Capital Contributions are paid, the distributions will be in accordance with their Percentage Interest in the Company. If Series A and Series B Units have already received an amount equal to their respective Capital Contributions, the Series C Units would be repaid first.

Tax Distributions

Holders of Series A Units and Series B Units are entitled to distributions to cover taxes associated with unpaid allocations.

Series C Members will have no right to distributions to cover taxes, but will only suffer a taxable event in the case of a Liquidity Event.

Allocations

Series A Units will receive allocations of profit or loss based on the profits or losses of the Company.

Series B Units will receive allocations of profit or loss based on the profits or losses of the Company.

Holders of Series C Units will not receive allocations of profit or loss based on the profits or losses of the Company. Series C Units will only receive allocations equal to the amount of distributions received, likely only in the case of a Liquidity Event.

Additional Capital Contributions

No Member shall be required to contribute additional capital to the Company. Any additional contributions shall be deemed to be loans to the Company with such interest rate and terms of repayment as the Manager and such contributing Members determine.

No Pre-Emptive Rights

Except for 250 Series A Units that may be issued and sold by the Company to employees or officers in exchange for services without being subject to preemptive rights (the “Option Pool”), Series A Members have the right to participate in any subsequent issuance of membership interests in accordance with their respective Profits Interest and on the same terms the Company plans to offer to third parties.

Except for the Option Pool, Series B Members have the right to participate in any subsequent issuance of membership interests in accordance with their respective Profits Interest and on the same terms the Company plans to offer to third parties.

Series C Members do not have pre-emptive rights with respect to any issuance or sale of any Units to any person.

Conversion Rights for holders of at least 250 Series C Units.

Holders of at least 250 Series C Units may convert all of their Units (but not less than all) to Series B Units at a one-to-one (1:1) ratio after holding the Series C Units for 6 months and upon written notice to the Company.

No Right of First Refusal

Other than transfer among the Series A Members, Series A Members and Series B Members have the right to purchase any Units that are intended to transferred (other than assignments of economic interest to Permitted Transferees) on the same terms as the proposed transfer.

The holders of Series C Units have no right of first refusal with regards to any Units that are transferred or proposed to be transferred.

Drag-Along Rights

If the Majority of Series A Members attempts to transfer a Majority of Series A Units, the Majority of Series A Members has the right to require that the remaining Members, including holders of Series B Units and Series C Units, to transfer their respective Units to the proposed transferee on the same terms as the Majority of Series A Units.

How To Subscribe for Units

The Series C Units are being offered pursuant to 17 C.F.R. section 230.251, et seq., also known as Regulation A.

Under the terms and conditions of the Subscription Agreement, each investor agrees to subscribe for and purchase his or her Series C Units and to pay the purchase price for such Series C Units, as provided for in this Offering. The Subscription Agreement, together with the related subscription documents, accompanies this Offering Memorandum.

The Subscription Agreement contains a number of representations, warranties and acknowledgements as to restrictions on transferability of the Series C Units in accordance with applicable securities laws.

The Subscription Agreement and all other related documents as the Company may deem necessary must be signed and delivered to the Company in order to subscribe. Each prospective investor must aver that he or she is qualified under the terms of this Offering as detailed in the Subscription Agreement. Each prospective investor must also deliver with those documents a check, ACH, credit card, or wire transfer, in an amount of $100 per Series C Unit purchased. The Company has the right to decline to accept any offer of subscription within the Manager’s sole discretion.

If you have any questions please contact Brian Jackson at brian.jackson@esotericbrewing.com.

ESOTERIC BREWING COMPANY, LLC

BALANCE SHEET WITH

INDEPENDENT AUDITOR’S REPORT

As of February 28, 2018

ESOTERIC BREWING COMPANY, LLC

Table of Contents

FRANZ CPAs, Inc.

Certified Public Accountants and Business Advisors

LARGE ENOUGH TO SERVE YOU, small enough to know you

8370 E. Kemper Road • Cincinnati, Ohio 45249

(513) 489-4848 • FAX (513) 489-4856

www.franzcpas.com

INDEPENDENT AUDITOR’S REPORT

To the Members

Esoteric Brewing Company

Cincinnati, Ohio

We have audited the accompanying balance sheet of Esoteric Brewing Company, LLC as of February 28, 2018, and the related notes to the balance sheet.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of this balance sheet in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the balance sheet that are free from material misstatements, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on this balance sheet based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the balance sheet is free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the balance sheet. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatements of the balance sheet, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the balance sheet in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the balance sheet.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the balance sheet referred to above presents fairly, in all material respects, the financial position of Esoteric Brewing Company, LLC at February 28, 2018 in accordance with accounting principles generally accepted in the United States of America.

April 20, 2018

Cincinnati, Ohio

ESOTERIC BREWING COMPANY, LLC

BALANCE SHEET

As of February 28, 2018

See accompanying notes to balance sheet.

ESOTERIC BREWING COMPANY, LLC

NOTES TO BALANCE SHEET

As of February 28, 2018

NOTE 1 - NATURE OF PLANNED OPERATIONS

Esoteric Brewing Company, LLC (“the Company”) was formed on February 11, 2013 under the laws of the state of Ohio and will be engaging the in the brewing and selling of craft beer. There were no activities in the Company from February 11, 2013 through October 1, 2017. The company is governed by its Amended and Restated Operating Agreement dated February 25, 2018.

On February 25, 2018 the Company issued 9,000 series B units pursuant to a private placement memorandum for additional fundraising.

The company also plans to sell series C membership units pursuant to a Regulation A+ (“Reg A”) offering. Reg A contains rules providing exemptions from the registration requirements, disclosed in the Securities Act of 1933, allowing some companies to use equity crowdfunding to offer and sell their securities without having to register the securities with the SEC.

The Company's activities are subject to significant risks and uncertainties, including being unable to secure additional funding that is needed to complete construction of their tap room and brewery.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

The company has elected to report financial results on the accrual method of accounting, but has yet to pick a report period; method of reporting gift cards; revenue recognition; determination of cash and cash equivalents; recording of vendor allowances, inventory, property and equipment, trademarks, other assets, rent expense and deferred rent expense, advertising costs, pre-opening costs, and contingencies.

NOTE 3 - LEASES

The Company has signed a letter of intent for a seven-year building lease with two renewal options of five years each on October 1, 2017 for 900 E. McMillian St, Cincinnati, OH. The lease does not yet have a commencement date. The annual payments by year are:

ESOTERIC BREWING COMPANY, LLC

NOTES TO BALANCE SHEET

As of February 28, 2018

NOTE 4 - COMMITTMENTS

On January 29, 2018, management executed a contract for the purchase Model QTS 10-BBL brewing system for $151,564. The equipment will be the basis for the brewery. A $10,000 nonrefundable deposit was made toward the purchase of the equipment.

On January 4, 2018, management executed a contract for the purchase of architectural services for the design of the brewery and tap room for $169,590. A $17,236 nonrefundable deposit was made toward the purchase of the architectural services.

NOTE 5 - MEMBERS’ EQUITY

On October 1, 2017 series A units of members equity included capital contributions from the initial members of the Company, Brian N. Jackson and Marvin J. Abrinica, who made a collective capital contribution of $100. On January 2, 2018, member Allyn N. Kaufman purchased 273 series B units totaling $25,000. On January 8, 2018 members Taylor M. Shockey and James J. Joyce purchased 435 series B units totaling $40,000. The collective members’ capital contributions are comprised of series A units of $100 and series B units of $65,000.

Only series A membership units have voting rights. Only series A and series B membership units will receive distributions proportional to their economic ownership interests.

NOTE 6—SUBSEQUENT EVENT

Management has evaluated subsequent events through April 20, 2018, the date which the balance sheet was available to be issued.

NOTE 7—INCOME TAXES

The Company is treated as a partnership for federal income tax purposes. Consequently, federal income taxes are not payable by, or provided for, the Company. The Company’s net income is allocated to the members in accordance with regulations of the Company. The Company is subject to various state and local taxes based on net income and gross receipts.

PART III-EXHIBITS

Index to Exhibits

* To be filed with final amendment.

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, OH, on April, 23, 2018.

Esoteric Brewing Company, LLC

By Manager and CEO, /s/ Brian N. Jackson

This offering statement has been signed by the following persons in the capacities and on the dates indicated.

Exhibit 2.1

Exhibit 2.2 

First Amended and Restated Operating Agreement

of

Esoteric Brewing Company, LLC

An Ohio Limited Liability Company

February 25, 2018

First Amended and Restated Operating

Agreement

of

ESOTERIC

BREWING COMPANY, LLC

First Amended and Restated Operating Agreement of Esoteric Brewing Company, LLC ~ Ohio Limited Liability Company, entered into by the Company and the Initial Members on February 25, 2018

RECITALS

A.      The Company was formed as a limited liability company under Ohio law via the filing of the Articles of Organization with the Secretary of State of Ohio on February 11, 2013.

B.       The Members and the Company entered into an Operating Agreement on November 14, 2017.

C.       The Initial Members and Manager agree to the terms and conditions of this Agreement and the Articles of Organization in consideration of the covenants contained in this Agreement and for other good and valuable consideration.

NOW THEREFORE the Members agree as follows:

ARTICLE I- DEFINITIONS

The following terms used in this Agreement have the meanings specified in this Article or elsewhere in this Agreement.

1.1.       “Act” means the statutes enacted in the state of Ohio pertaining to the operation of limited liability companies, including Chapter 1705 of the Ohio Revised Code and any successor statute, as amended.

1.2.       “Agreement” means this Operating Agreement of Esoteric Brewing Company, LLC and any amendments.

1.3.        “Adjusted Capital Account Deficit” means with respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant accounting period, after giving effect to the following adjustments:

(a)       credit to such Capital Account any amount which such Member is obligated to restore pursuant to any provision of this Agreement or under Reg. § 1.704-1(b)(2)(ii)(c), as well as any addition thereto pursuant to the next to last sentence of Reg. § 1.704-2(g)(1) and (i)(5), after taking into account thereunder any changes during such year in partnership minimum gain (as determined in accordance with Reg. § 1.704-2(d)) and in the minimum gain attributable to any partner nonrecourse debt (as determined under Reg. § 1.704-2(i)(3)); and

(b)       debit to such Capital Account the items described in Reg. § 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Reg. § 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

1.4.         “Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under Series A control with, the Person specified. For the purposes of this definition, “control” shall have the meaning specified as of the date of this Agreement for that word in Rule 405 promulgated by the Securities and Exchange Commission under the Securities Act.

1.5.         “Articles of Organization” means the Articles of Organization filed by the Company on February 11, 2013 with the Office of the Secretary of State of the State of Ohio.

1.6.         “Assignee” means a person who has acquired a Member’s Percentage Interest in the Company, but who has not become a Member.

1.7.         “Assigning Member” means a Member who has transferred a Percentage Interest in the Company to an Assignee.

1.8.         “Capital Account” means a separate account maintained and adjusted for each Member in accordance with Article III, Section 3.2.

1.9.         “Capital Contribution” means the amount of the money, the forgiveness of any debt, and the fair market value of any services or property contributed to the Company (net of liabilities secured by such contributed property that the Company is considered to assume or take “subject to” under IRC section 752) in consideration of Membership Interest. A Capital Contribution is not a loan.

1.10.       “Code” or “IRC” means the Internal Revenue Code of 1986, as amended, and any successor provision.

1.11.       “Company” means Esoteric Brewing Company, LLC, a limited liability company, and any successor limited liability company.

1.12.       “Confidential Information” encompasses, but is not limited to, financial status, business plans, proprietary recipes, or other miscellaneous information; such term does not include knowledge, skills or information which is Series A to the trade or profession of the Person possessing such materials or information.

1.13.       “Distribution Rights” means those rights defined in Article IV, Sections 4.4 and Section 4.5.

1.14.       “Economic Interest” means a Member or Assignee’s Distribution Rights and a Member or Assignee’s rights to assets of the Company in case of a Liquidity Event as set forth in Section 9.3.

1.15.       “Gross Asset Value” means the asset’s adjusted basis for federal income tax purposes except as follows:

(a)       The initial Gross Asset Value of any asset contributed by a Member to the Company shall be the gross fair market value of such asset on the date of contribution, as determined by the contributing Member and the Company;

(b)       The Gross Asset Value of all Company assets shall be adjusted to equal their respective gross fair market values, as determined by the Managers, as of the following times: (1) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution; (2) the distribution by the Company to a Member of more than a de minimis amount of property of the Company as consideration for an interest in the Company, and (3) the liquidation of the Company within the meaning of Reg. § 1.704-1(b)(2)(ii)(g); provided, however, that adjustments pursuant to clauses (1) and (2), above, shall be made only if the Managers reasonably determine that such adjustment is necessary or appropriate to reflect the relative economic interests of the Members in the Company.

(c)       The Gross Asset Value of any Company asset distributed to any Member shall be the gross fair market value of such asset on the date of distribution as determined by the distributee and the Company; and

(d)       The Gross Asset Value of Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Reg. § 1.704-1(b)(2)(iv)(m); provided, however, that Gross Asset Values shall not be adjusted to the extent the Members determine that an adjustment is not necessary or appropriate in connection with a transaction that would otherwise result in an adjustment. If the Gross Asset Value of an asset has been determined or adjusted, such Gross Asset Value shall thereafter be adjusted by the depreciation taken into account with respect to such asset for purposes of computing Profits and Losses.

1.16.        “Initial Members” mean Brian N. Jackson and Marvin J. Abrinica.

1.17.       “Involuntary Transfer” means a transfer, whether by operation of law, pursuant to court order, foreclosure of a security interest, execution of a judgment or other legal process, or otherwise, including a purported transfer to or from a trustee in bankruptcy, receiver, or assignee for the benefit of creditors.

1.18.       “Liquidity Event” means any transaction or event which results in the receipt by, or a distribution to, all Series A, Series B, and Series C Members of cash or marketable securities in exchange for, or in conversion, liquidation or redemption of all of such Series A, Series B, or Series C Members, including the Company’s merger into another entity, a sale of substantially all of the assets of the Company, or an initial public offering.

1.19.       “Majority of Members” means a Member or Members whose Voting Interest represents more than 50 percent of the Voting Interest of all the Members.

1.20.       “Manager” is defined in Article V, Section 5.1.

1.21.       “Meeting” is defined in Article V, Section 5.5.

1.22.       “Member” means the Initial Members or a Person who otherwise acquires a Membership Interest, as permitted under this Agreement, and who remains a Member.

1.23.       “Membership Interest” means the total ownership rights held by a Member, and may also be referred to as a “Unit.”

1.24.       “Notice” means a written notice required or permitted under this Agreement, including by hand-delivery, overnight mail, or email, deemed given upon receipt.

1.25.       “Percentage Interest” means the ownership interest of that Member set forth in Section 7.7, 7.8, and 7.9 , and expressed as a percentage and set forth in Exhibit A; or the ownership interest of a Member of a certain class as determined by dividing the Member’s Units by the total Units of that particular class.

1.26.       “Person” means an individual, partnership, limited partnership, trust, estate, association, corporation, limited liability company, or other entity.

1.27.       “Profits Interest” means the a Member or Assignee’s Distribution Rights, but does not include any management rights, including the right to inspect the books and records of the Company or any Voting Interest; the Profits Interest of each Member is expressed via a percentage at Exhibit A

1.28.       “Profits and Losses” means, for each fiscal year or other period specified in this Agreement, an amount equal to the Company’s taxable income or loss for such year or period, determined in accordance with IRC section 703 (a).

1.29.       “Regulations” (“Reg”) means the income tax regulations promulgated by the United States Department of the Treasury.

1.30.       “Series A Member” means a Member that holds a Series A Unit.

1.31.        “Series A Unit” means a Series A membership interest that consists of full Profits Interest and full Voting Interest.

1.32.        “Series B Member” means a Member that holds a Series B Unit.

1.33.       “Series B Unit” means a Series B membership interest that consists of Profits Interest but no Voting Interest, Series B Units only have voting rights as set forth in Article IV, Section 4.4..

1.34.       “Series C Member” means Member that holds a Series C Unit.

1.35.       “Series C Unit” means a Series C membership interest that consists of no Profits Interest and no Voting Interest. The Series C Units only have a right to receive a distribution of assets from the Company in the event of a Liquidity Event.

1.36.       “Substituted Member” is defined in Article VIII, Section 8.4.

1.37.       “Successor in Interest” means an Assignee, a successor of a Person by merger or otherwise by operation of law, or a transferee of all or substantially all of the business or assets of a Person.

1.38.       “Total Disability” means a physical or mental condition of a Member resulting from bodily injury, disease, or mental disorder which renders him or her permanently incapable of providing his or her usual and customary services to the Company. The Total Disability of a Member shall be determined in the sole and absolute discretion by the Manager based on the opinion of a licensed physician chosen by the Manager. However, if the affected Member is not satisfied with the Manager’s decision, the Member must so notify the Company in writing within 10 days after such Member’s receipt of written notice of such determination by the Manager, and must submit to examination by three competent physicians, one selected by the Company, one selected by the Member, and one selected by the two physicians so selected. The decision of a majority of these physicians shall supersede the Manager’s decision and shall be final and conclusive.

1.39.       “Unit” means total ownership interests held by a Member, may also be called “Membership Interest.”

1.40.        “Voting Interest” means, with respect to a Member, the right to vote a Membership Interest on matters presented to Members for a vote as expressly set forth in this Agreement. Voting Interest is expressed as a percentage as Exhibit A.

ARTICLE II- FORMATION

2.1.        Brian N. Jackson caused the Articles of Organization under the name of Esoteric Brewing Company, LLC to be filed in accordance with the Act. All business will be conducted under this name or some other name as determined by the Manager.

2.2.        The principal office of the Company is 3713 Charloe Ct., Cincinnati, OH 45227 or such other place as may be determined by the Manager.

2.3.        The purpose of the Company is to transact any and all lawful business, including engaging in the business of operating a brewery and bar.

2.4.        The Statutory Agent shall be Brian N. Jackson, located at 3713 Charloe Ct., Cincinnati, Ohio 45227.

ARTICLE III- CAPITAL CONTRIBUTIONS AND CAPITAL ACCOUNTS

3.1.        Each Member has made a Capital Contribution to the Company in an amount to be set forth on Exhibit A. Additional Capital Contributions by any Member, or any new Member, will be set forth on Exhibit A. As such Exhibit A may be amended with valid changes by the Manager without approval of the Members.

3.2.       An individual Capital Account shall be maintained for each Member consisting of that Member’s Capital Contribution, (1) increased by that Member’s share of Profits accrued, (2) decreased by the amount of cash or Gross Asset Value of property of the Company distributed to the Member pursuant to this Agreement, (3) decreased by such Member’s distributive share of Losses, and (4) adjusted as required in accordance with applicable provisions of the Code, the Regulations, and this Agreement.

3.3.       Except as provided in this Agreement, a Member shall not be entitled to withdraw any part of the Member’s Capital Contribution or to receive any distributions from the Company.

3.4.       A Member shall not be bound by, nor be personally liable for, the expenses, liabilities, or obligations of the Company, except as otherwise provided in the Act, in this Agreement, or in a separate written agreement executed by such Member.

3.5.       Except for the preferences expressly granted to the Members in this Agreement, no Member shall have priority over any other Member with respect to the return of a Capital Contribution or distributions or allocations of income, gain, losses, deductions, or credits thereof.

3.6.       Any Member may lend funds to the Company in such amounts and on such terms as such Member and the Company may agree, subject to the Manager’s approval. A loan by any Member to the Company shall not be considered a Capital Contribution to the Company.

ARTICLE IV: ALLOCATIONS AND DISTRIBUTIONS

4.1.       The Profits and Losses of the Company shall be allocated to each Member as follows:

(a) After giving effect to the Regulations and Regulatory Allocations as set forth in Exhibit C, Profits for any fiscal period shall be allocated in the following order:

(1) First to Distributions actually paid to Series C Members.

(2) Second, to the Series A Members and Series B Members in proportion to the Losses allocated to them by Sections 4.1(b)(1) and 4.1(b)(2) until the aggregate Profits allocated to the Series A Members and Series B Members pursuant to this 4.1(a)(2) are equal to the aggregate Losses allocated to the Series A Members pursuant to Sections 4.1(b)(1) and 4.1(b)(2).

(3) Next, to the Series A Members and Series B Members in proportion to their Capital Contributions, less non-Tax Distributions received, until an amount equal to such Series A Member’s Capital Contribution has been allocated to the Members.

(4) The balance shall be allocated to the Series A Members and Series B Members in accordance with their Profits Interest.

(b) After giving effect to the Regulations, Losses for any fiscal period shall be allocated in the following order:

(1) First, to the Series A Members and Series B Members in accordance with their Profits Interests, except that Losses shall not be allocated pursuant to this Section 4.1(b)(1) to the extent such allocation would cause any Series A Member or Series B Member to have an Adjusted Capital Account Deficit at the end of such fiscal year.

(2) Second, any Losses that cannot be allocated to a Series A Member or Series B Member because it would create an Adjusted Capital Account Deficit shall, to the extent other Series A Members or Series B Members have a positive Capital Account balances, be allocated among the other Series A Members for whom the allocation would not create an Adjusted Capital Deficit in proportion to their relative Profits Interests.

(3) Finally, to the all Series A Members and Series B Members in accordance with their Profits Interests.

4.2.       If any Member unexpectedly receives any adjustment, allocation, or distribution described in Reg. sections 1.704-1 (b)(2)(ii)(d)(4), 1.704-1 (b)(2)(ii)(d)(5), or 1.704-1 (b)(2)(ii)(d)(6), as same may be amended, or under any successor statutes thereof, items of Company gross income and gain shall be specially allocated to that Member in an amount and manner sufficient to eliminate any deficit balance in the Member’s Capital Account created by such adjustment, allocation, or distribution as quickly as possible. Any special allocation under this Section 4.2 shall be taken into account in computing subsequent allocations of Profits and Losses so that the net amount of allocations of income and loss and all other items shall to the extent possible, be equal to the net amount that would have been allocated if the unexpected adjustment, allocation, or distribution had not occurred. The provisions of this Section 4.2 and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Reg. sections 1.704-1(b) and 1.704-2, as same may be amended from time to time, or under any successor regulations thereof, and shall be interpreted and applied in a manner consistent with such Regulations.

4.3.       In the case of a Transfer of a Percentage Interest during any fiscal year, the Assigning Member and Assignee shall each be allocated a share of Profits or Losses based on the number of days each held the Percentage Interest during that fiscal year.

4.4.       To the extent the Company’s cash on hand exceeds current and anticipated needs, including the need to fully satisfy any indebtedness, the Manager may, subject to the restrictions set forth in this Agreement, direct the Company to make distributions to the Series A Members and Series B Members. Such Distributions shall be made as follows:

4.5.       Notwithstanding any other provision in this Article IV, to the contrary, to the extent the Company’s cash on hand exceeds, as determined by the Manager, current and anticipated needs, including the need to fully satisfy any indebtedness, on or before April 10 of each year, the Company shall distribute to each Series A Member and Series B Member a cash amount (“Tax Distribution”) for the purpose of offsetting the tax liability generated by that portion of the Company’s Profits allocated to such Series A Member. The amount of each Series A Members’ Tax Distribution shall be equal to the product of such Series A Member’s apportioned Profits multiplied by the sum of (i) the highest marginal federal tax rate applicable to individuals and (ii) the highest marginal tax rate of the State of Ohio applicable to individuals. However, notwithstanding anything herein to the contrary, in no event shall the aggregate amount of any Tax Distributions exceed the Company’s liquid cash on hand at the time the Tax Distribution amounts are determined, and in no event shall the Company be required to borrow funds or sell Property in order to make a Tax Distribution. Tax Distributions made pursuant hereto shall not reduce the amount of any other distribution preferences or other amounts distributable to the Members.

ARTICLE V: MANAGEMENT

5.1.       The business of the Company shall be managed by a Manager appointed by Brian N. Jackson for as long as Brian N. Jackson is a Member. Successor or additional managers may be elected by a Majority of Members. Unless explicitly set forth in this Agreement, all decisions concerning the operation and management of the Company’s business shall be made by a majority of Managers (referred to in this Agreement as “Manager”).

5.2.       Notwithstanding any other provision in this agreement, the Manager may not take any of the following actions without first obtaining consent of a majority percentage of the Profits Interests of Series A Members and Series B Members, voting in the aggregate:

5.3.       The Manager appointed by Brian Jackson shall serve until the Manager’s resignation, retirement, death, or Total Disability. Any additional Manager shall serve until that Manager’s resignation, retirement, death, or Total Disability or (2) that Managers’ removal by a vote of a Majority of Members.

5.4.       The officers shall be appointed by the Manager, and shall exercise such duties as ordinarily required of those officers. The initial officers are indicated on Exhibit B.

5.5.       No Member shall, (other than a Member serving as Manager) have any authority to bind the Company to any agreement or other obligation or to act or purport to act on behalf of the Company.

5.6.       Neither the Members nor Managers are required to hold meetings. Decisions may be reached by written resolution among a Majority of Members or a majority of Managers as applicable. The lack of a written agreement shall not invalidate an otherwise valid decision made by the Managers or the Members.

5.7.       Special meetings may be called by a Majority of Members or any Manager by providing written notice to all other Members and the Company not less than three (3) days and not more than sixty (60) days before the meeting, specifying the time, place and general purposes of the meeting. Notwithstanding the foregoing provisions, a Member who is entitled to notice waives notice if before or after the meeting the Member signs a waiver of the notice which is filed with the records of Members’ meetings, or if such Member is present at the meeting in person or by proxy. Unless this Agreement provides otherwise, at a meeting of Members, the presence in person or by proxy of Members representing a Majority of the Members constitutes a quorum.

ARTICLE VI: ACCOUNTS AND RECORDS

6.1.       All assets of the Company shall be held in the name of the Company.

6.2.       All funds of the Company shall be deposited in at least one account with at least one recognized financial institution in the name of the Company, at such locations as shall be determined by the Manager. Withdrawal from such accounts shall require the signature of such persons the Manager designates.

6.3.       Complete books of account of the Company’s business shall be kept at the Company’s principal office and shall be open to inspection by each Member or the Member’s authorized representatives on reasonable Notice during normal business hours. The costs of such inspection and copying shall be borne by the Member requesting the same.

6.4.       Financial books and records of the Company shall be kept in a manner determined by the Manager. The Manager may select an accountant to maintain such books and records.

6.5.       The fiscal year of the Company shall be January 1 through December 31, unless otherwise determined by the Manager.

6.6.       Intentionally Left Blank.

6.7.       For purposes of this Section 6.7, unless otherwise specified, all references to provisions of the Code shall be to such provisions as enacted by the Bipartisan Budget Act of 2015 as such provisions may subsequently be modified.

(a) The Manager shall designate one of the Members to be the Company’s designated “partnership representative” within the meaning of Code Section 6223 (the “Tax Representative”) with sole authority to act on behalf of the Company for purposes of Subchapter C of Chapter 63 of the Code and any comparable provisions of state or local income tax laws. If no such designation is made, the “partnership representative” shall be Marvin J. Abrinica.

(b) If the Company qualifies to elect pursuant to Code Section 6221(b) (or successor provisions) to have Subchapter C of Chapter 63 of the Code not apply to any federal income tax audits and other proceedings, the Tax Representative shall cause the Company to make such election.

(c) If any “partnership adjustment” (as defined in Code Section 6241(2)) is determined with respect to the Company, the Tax Representative shall promptly notify the Members upon the receipt of a notice of final payment adjustment, and shall take such actions as directed by the Manager in writing within 10 business days after the receipt of such notice, including whether to file a petition in Tax Court, cause the Company to pay the amount of any such adjustment under Code Section 6225, or make the election under Code Section 6226.

(d) If any “partnership adjustment” (as defined in Code Section 6241(2)) is finally determined with respect to the Company and the Tax Representative has not caused the Company to make the election under Code Section 6226, then (i) the Members shall take such actions requested by the Tax Representative, including filing amended tax returns and paying any tax due in accordance with Code Section 6225(c)(2); (ii) the Tax Representative shall use commercially reasonable efforts to make any modifications available under Code Section 6225(c)(3), (4) and (5); and (iii) any “imputed underpayment” (as determined in accordance with Code Section 6225) or partnership adjustment that does not give rise to an imputed underpayment shall be apportioned among the Members of the Company for the taxable year in which the adjustment is finalized in such manner as may be necessary (as determined by the Tax Representative in good faith) so that, to the maximum extent possible, the tax and economic consequences of the partnership adjustment and any associated interest and penalties are borne by the Members based upon their interests in the Company for the reviewed year.

(e) If any subsidiary of the Company (i) pays any partnership adjustment under Code Section 6225; (ii) requires the Company to file an amended tax return and pay associated taxes to reduce the amount of a partnership adjustment imposed on the subsidiary, or (iii) makes an election under Code Section 6226, the Tax Representative shall cause the Company to make the administrative adjustment request provided for in Code Section 6227 consistent with the principles and limitations set forth in Sections (c)-(e) above for partnership adjustments of the Company, and the Members shall take such actions reasonably requested by the Tax Representative in furtherance of such administrative adjustment request.

(f) The obligations of each Member or former Member under this Section 6.7 shall survive the transfer or redemption by such Member of its Membership Interest and the termination of this Agreement or the dissolution of the Company.

6.8.       Within 120 days after the end of each taxable year, the Company shall send to each Member all information necessary for the Members to complete their federal and state income tax or information returns, and a copy of the Company’s federal, state, and local income tax or information returns for such year.

ARTICLE VII: CLASSES OF MEMBERSHIP, DUTIES, RIGHTS, AND LIABILITIES

7.1.       No Member shall be personally liable to satisfy any obligation or liability of the Company solely by reason of being a Member. The debts, obligations and liabilities of the Company are solely the Company’s. The failure of the Members to observe any requirements relating to the exercise of their powers or management of the Company’s business or affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Members for the Company’s liabilities.

7.2.       The Company shall indemnify all Persons whom it may indemnify pursuant to the Act to fullest extent permitted.

7.3.       Each Member acknowledges that as a result of the Member’s participation in the Company, the Member may have access to Confidential Information which is the property of another Member or of the Company. Each Member agrees to protect the Confidential Information of the Company or any other Member. Each Member agrees that, during or after the period of association, membership, or employment with the Company, the Member will not use or divulge to others, any of the Confidential Information which the Member may obtain or learn about during or as a result of association with the Company, unless authorized to do so in writing by the Company.

7.4.       No Member shall be restricted in owning an interest or engaging in any other business venture, unless such Member has entered into a separate noncompetition or nonsolicitation agreement with the Company.

7.5.       Members who provide services to the Company may be entitled to receive reasonable compensation for such services as determined from time to time by the Manager. Any compensation paid to a Member for services shall constitute a guaranteed payment pursuant to Section 707(c) of the Code.

7.6.       The Company has authorized 2,500 Series A Units, 25,000 Series B Units, and 12,000 Series C Units. 1000 Series A Units are issued and outstanding, held by the Initial Members. 9,000 Series B Units are issued pursuant to a private placement that commenced on February 25, 2018 (the “PPM”). Up to 9,000 Series B Units are intended to be sold to investors pursuant to the terms of the PPM. Up to 9,000 Series C Units shall be issued and intended to be sold pursuant to a Regulation A+ offering (the “Reg A”).

7.7.       Initially, the Series B Units shall collectively hold Percentage Interests equal to the lesser of 1) 0.00333% multiplied by the number outstanding Series B Units or 29.97% collective Percentage Interests.

7.8.       Initially, the Series C Units shall collectively hold Percentage Interests equal to the lesser of 1) 0.00333% multiplied by the number of outstanding Series C Units or 2) 29.97% collective Percentage Interests.

7.9.       Initially, the Series A Units collectively equal Percentage Interests equal to 100% minus the Percentage Interests held, collectively, by the Series B Members and Series C Members, collectively. If any new Series A Units are issued or sold the Percentage Interest of the Series B Units and Series C Units shall not be affected.

7.10.     If any additional Series B Units or Series C Units are issued and sold, the Series C Units will be diluted pro rata in accordance with their Percentage Interest.

7.11.     Notwithstanding any other provision in this agreement, up to 250 Series A Units may be issued by the Company at any time as compensation for services provided to the Company, without being subject to the rights of Members under Section 8.6. Such 250 Series A Units will be known as the “Option Pool.”

7.12.     Unless otherwise set forth in this Agreement, each Member entitled to vote on a given matter shall vote in proportion to their Voting Interest, as of the governing record date. Any action that may or must be taken by the Members shall be by a vote of a Majority of Members, unless otherwise required by the Act.

7.13.     No Member shall have the right to withdraw as Member, or be repaid any capital contribution except as provided in this Agreement.

ARTICLE VIII: TRANSFERS OF MEMBERSHIP INTERESTS

8.1.       Upon the death or Total Disability of a Member who is also a Manager or Officer, such affected Member shall cease to be a Member of the Company. The affected Member or the affected Member’s personal representative shall tender all of the Membership Interest held by the affected Member within 60 days of such Member’s death or Total Disability. Within 60 days the Company shall have the option to purchase the tendered Membership Interest at a price equal to the Percentage Interest of the Appraised Value. The “Appraised Value” means the total enterprise value of the Company as a going concern, without any minority ownership, lack of control, or lack of marketability discount, as determined by an independent business valuation expert with at least 5 years’ experience in valuing businesses similar to the Company, selected by a Majority of Members not including the affected Member. After selection, the valuation expert shall have 30 days to inform the Company in writing of the “Appraised Value.” Within 30 days of receiving the Appraised Value, the Company shall pay the greater of (i) life insurance or disability insurance proceeds received by the Company as a result of the death or Total Disability of the Member, or (ii) an amount equal to at least 10% of the purchase price at closing, and issue a promissory note for the balance of the purchase price (the “Purchase Price”). Any such promissory note shall bear interest at a rate equal to the applicable federal prime rate in effect for loans of similar amount and maturity. The principal shall be payable in equal annual installments over the term determined by the purchaser, but in no event shall the term be longer than 10 years. Interest shall be payable quarterly and if the federal prime rate in effect changes while principal or interest remains outstanding, the rate of interest payable under the note shall be adjusted quarterly. Upon receipt of the Purchase Price, the affected Member or affected Member’s personal representative shall deliver to the purchaser(s) bills of sale for the Membership Interest being purchased, together with all other documents necessary to transfer such Membership Interest, free and clear of all claims. If the Company declines this option, the Units may be transferred as otherwise set forth in this Agreement.

8.2.       Notwithstanding any other provision of this Agreement to the contrary, a Series A Member or Series B Member may transfer all or any portion of the Economic Interest associated with its Percentage Interest to any combination between or among another Member, the Member’s spouse, and the Member’s issue, or a revocable trust created for the benefit of any of the foregoing (“Permitted Transferees”).

8.3.       Except as expressly provided in this Agreement or approved by the Manager and a Majority of Members, a Member shall not transfer any part of the Member’s Membership Interest in the Company, whether now owned or hereafter acquired unless:

No Membership Interest may transfer when added to the total of all other Membership Interests transferred in the preceding 12 months, such transfer will cause the termination of the Company under the Code or the Act.

8.4.       A prospective transferee of a Membership Interest may be admitted as a Member (a “Substituted Member”) only 1) if the transferee is already a Member or 2) with approval of a Majority of Members and the Manager. Any prospective transferee of a Membership Interest shall be deemed an Assignee until such prospective transferee has been admitted as a Substituted Member. Any person admitted to the Company as a Substituted Member shall be subject to all provisions of this Agreement.

8.5.        (a) If a Member (for purposes of this Section 8.5, the “Proposed Transferor”) wishes to transfer Units pursuant to Section 8.3(e), the Proposed Transferor shall do so only for cash, unsecured promissory notes or a combination of the foregoing, and shall first give written notice (for purposes of this Section 8.5, the “Offer Notice”) to the Company, identifying the Units proposed to be transferred (the “Offered Units”) and stating the price at which, and other material terms on which, the Proposed Transferor wishes to transfer the Offered Units. If the Proposed Transferor has received a written or oral expression of interest to purchase the Offered Units from a third party and proposes to transfer all or any portion of the Offered Units to such third party, the price, form of consideration and other material terms stated in the Offer Notice shall be substantially identical to those offered by such third party.

(b) Delivery of an Offer Notice to the Company shall constitute an offer to transfer the Offered Units, in whole but not in part (for purposes of this Section 8.5 the “Offer”), first to the Company, then to the non-transferring Members at the price and on the other material terms described in the Offer Notice.

(c) Within five calendar days after it receives an Offer Notice, the Company will deliver a copy of the Offer Notice to each Series A Member and Series B Member.

(d) The Company shall have the first right to accept the Offer with respect to all or any portion of the Offered Units by providing written notice to the Proposed Transferor not later than 14 calendar days after the Company received the Offer Notice.

(e) If the Company does not elect to purchase all of the Offered Units, the Company shall notify all Series A Members and Series B Members of their right to purchase the remaining Offered Units (the “Remaining Offer”), specifying the pro rata share of the remaining Offered Units which may be acquired by each such Series A Member and Series B Member.

(f) If the Company refuses to purchase any portion of the Units of the transferring Member, then the non-transferring Series A Members and Series B Members shall have the right to purchase such Units pro rata among them. The pro rata portion is calculated by including only the Units of those Series A Members and Series B Members electing to purchase under this Section 8.5(f). Such election must be made by written notice to the Company within 15 days of receiving notice of the Remaining Offer.

(g) If the Company and/or non-transferring Series A Members and Series B Members do not accept, in the aggregate, an Offer in its entirety, then, at the option of the Proposed Transferor, all acceptances made, if any, shall be null and void and without effect, and the Proposed Transferor may Transfer all of the Offered Units (subject to the provisions of this Agreement other than this Section 8.5(h) and subject to any other agreements binding on the Proposed Transferor) at any time within the period of 90 calendar days beginning on the date the Company received the Offer Notice on the terms and conditions, including price, set forth in the applicable Offer Notice (and only to the third party named in such Offer Notice, if and as applicable). The provisions of this Section 8.5 shall again apply to any transfer of Offered Units not transferred within such period.

8.6.       Other than new issuances under Section 7.11, the provisions of this Section 8.6 shall apply to the issuance of any new Membership Interests.

(a) Each Series A Member and Series B Member shall have the right (its “Participation Right”) to purchase up to its pro rata share of any new Membership Interests that the Company may from time to time propose to sell and issue (at the price and upon the general terms specified in the New Issue Notice (as defined below) regarding such new Units and otherwise on the terms of this Section 8.6).

(b) Whenever the Company proposes to issue and sell any new Units, the Company shall give each Series A Member and Series B Member written Notice (a “New Issue Notice”) describing the type and amount of new Units proposed and the price and general terms upon which the Company proposes to issue such new Units, specifying a proposed closing date at least 10 days after the date all Series A Members and Series B Members shall have received the New Issue Notice.

(c) Each Series A Member and Series B Member may exercise its Participation Right with respect to any proposed new Units through notice to the Company, given within 5 days after such Member received the New Issue Notice describing the new Units. The pro rata portion is calculated by including only the Units of those Series A Members and Series B Members electing to purchase under this Section 8.6(c).

(d) The Company may sell the new Units not committed for by Series A Members or Series B Members pursuant to the foregoing provisions of this Section 8.6 at a price and upon general terms no more favorable to the purchasers than those specified in the New Issue Notice with regard to such new Units, at any time during the 365 days following the expiration of the period specified in Section 8.6(c) above.

(e) If the Company does not sell, or obtain binding agreements to purchase, all of the proposed issue not committed to be purchased by Series A Members and Series B Members within the period specified in Section 8.6(d), the Company shall not be obligated to sell any of such new Units.

(f) The sale of any new Units to Members shall be closed on the same terms, at the same place as, and simultaneously with, the sale of any such new Units to any other purchasers, if any (provided that the closing shall not take place earlier than the proposed closing date specified in the applicable New Issue Notice without the consent of all Participants).

8.7.     (a) If at any time a Majority of Members propose to transfer (a “Proposed Transfer”) a Majority of Membership Interests (a “Proposed Transaction”), a Majority of Members shall have the right (the “Drag-Along right”) to require all (but not less than all) of the remaining Membership Interests (“Minority Members”) to sell in the Proposed Transaction all of the Membership Interests then owned by the Minority Members on the same terms and conditions as are obtained by a Majority of Members. Each Member shall take all reasonable steps necessary to enable such Member to comply with the provisions of this Section 8.7, including executing and performing a purchase and sale, merger, or other applicable acquisition agreement on the same terms as a Majority of Members. A Majority of Members shall keep each Minority Member advised in writing of, and consult on a timely basis with, each Minority Member concerning any transfer with respect to which the Majority of Members have exercised the Drag-Along Right

(b) To exercise the Drag-Along Right, the Majority Members shall give each Minority Member and the Company a written notice (“Drag-Along Notice”) containing (1) confirmation that the Proposed Transferee proposes to acquire all the then outstanding Membership Interests, (2) the name and address of the Proposed Transferee and (3) the proposed purchase price, terms of payment and other material terms and conditions of the Proposed Transferee’s offer. Each Minority Member shall thereafter be obligated to sell all (but not less than all) of its Membership Interest as provided in such Drag-Along Notice, provided, that the transaction is consummated within 180 days of delivery of the Drag-Along Notice. If the sale is not so timely consummated, then each Minority Member shall no longer be obligated to sell its Membership Interest pursuant to that specific Drag-Along Notice, but shall remain subject to the provisions of this Section 8.7 with respect to any subsequent transfer to which the Drag-Along Right would apply.

8.8.       The sale of Membership Interests in the Company to the Members is being offered pursuant to exemption under the Securities Act of 1933 at Section (3)(a)(11) and Rule 147 and/or the Ohio Revised Code at R.C. 1707.03(O) and/or 17 CFR section 230.251. The Units have not been qualified or registered under the securities laws of any state, or registered under the Securities Act of 1933, in reliance upon exemptions from the registration provisions of those laws. Other than set forth above, no attempt has been made to qualify the offering and sale of Membership Interests in Ohio or any other state. Notwithstanding any other provision of this Agreement, Membership Interests may not be transferred or encumbered unless registered or qualified under applicable state and federal securities law or unless, in the opinion of legal counsel to the Member satisfactory to the Company, such qualification or registration is not required. The Member who desires to transfer a Membership Interest shall be responsible for all legal fees incurred in connection with such opinion.

8.9.       Each Series C Member holding at least 250 Series C Units shall have the right exercisable at any time by delivering written notice of such exercise to the Company, to convert all Series C Units to Series B Units on a one-to-one conversion rate (“Series B Unit Conversion Right”).

8.10.     Each party hereby agrees that money damages would not be sufficient remedy for breach of this Article VIII and all parties agree that each party shall be entitled to specific performance and injunctive or other equitable relief as remedy for such breach. Such equitable remedies are in addition to all other remedies.

ARTICLE IX: DISSOLUTION

WINDING UP, AND LIQUIDITY EVENTS

9.1.       The Company shall be dissolved on the first to occur of the following events:

(a) The written agreement of a Majority of Members and the Manager to dissolve the Company.

(b) The sale or other disposition of substantially all of the Company assets.

(c) The entry of a decree of judicial dissolution by any Ohio Court.

9.2.       Upon dissolution of the Company, the Company shall engage in no further business other than that necessary to wind up the business and affairs of the Company. The Manager shall wind up the affairs of the Company. The Manager shall give written Notice of the commencement to all known creditors and claimants against the Company whose addresses appear in the records of the Company. The assets of the Company shall be distributed or applied as set forth in Section 9.4.

9.3.       Upon occurrence of dissolution or a Liquidity Event, the assets of the Company shall be distributed as follows:

(a) To creditors in satisfaction of the Company’s liabilities, including establishment of reasonable reserves for contingent liabilities in amounts and for periods reasonable determined by the Manager”);

(b) To the Members, in proportion to and to the extent of their respective Capital Contribution, minus non-tax distributions already paid.

(c) To all Members in accordance with their Percentage Interests.

Liquidation proceeds shall be paid within 60 days of the end of the taxable year, o, if later, within 90 days after the date of liquidation.

9.4.       Each Member shall look solely to the assets of the Company for the return of the Member’s Capital Contribution, and if the Company property remaining after the payment or discharge of all prior debts and obligations is consumed in full, then such Member shall have no recourse against any other Members for indemnification, contribution, or reimbursement.

ARTICLE X - GENERAL PROVISIONS

10.1.       This Agreement constitutes the entire agreement of the Members and the Company with respect to the subject matter of this Agreement, and it shall not be modified in any respect except by a written instrument executed and approved both by Members with, collectively, a 55% Voting Interest and the Manager, provided that if any modification that would have a materially adverse effect on a class of Membership Interests, a Majority of Members of that Class must approve such amendment. This Agreement supersedes all prior written and oral agreements by and among the Members or the Company.

10.2.       This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

10.3.       This Agreement shall be construed and enforced in accordance with the laws of the State of Ohio. If any provision of this Agreement is determined by any court of competent jurisdiction or arbitrator to be invalid, illegal, or unenforceable to any extent, that provision shall if possible, be construed as though more narrowly drawn if a narrower construction would avoid such invalidity, illegality, or unenforceability or, if that is not possible, such provision shall to the extent of such invalidity, illegality or unenforceability, be severed, and the remaining provisions of this Agreement shall remain in effect. The intent of the parties is that the Company is recognized as a limited liability company under the Code, and all provisions herein are to be interpreted under Ohio law to conform to such intent.

10.4.       Whenever used in this Agreement the singular shall include the plural, the plural shall include the singular, and the neuter gender shall include the male and female as well as a trust, firm, company, or corporation, and as the context and meaning of this Agreement may require.

10.5.       The parties to this Agreement shall promptly do all acts reasonably necessary to perform their respective obligations under this Agreement and to carry out the intent of the Members.

10.6.       Each Member represents and warrants to the other Members that the Member has the capacity and authority to enter into this Agreement.

10.7.       The article, section, and paragraph titles and headings contained in this Agreement are inserted as matter of convenience and for ease of reference only and shall be disregarded for all other purposes.

10.8.       Each Member acknowledges that the Member may have access to trade secrets.

10.9.       Each Member appoints the Managers its attorney for it to sign or execute any documents that may be appropriate, and to sign or execute any documents as may be necessary or advisable to reflect the exercise by the Manager.

[Signatures on following page.]

IN WITNESS WHEREOF, the parties have executed or caused to be executed this Agreement.

EXHIBIT "A"

to Operating Agreement of

Esoteric Brewing Company, LLC

Membership Interests and Contributions

Names and Addresses of Initial Members

EXHIBIT "B"

to Operating Agreement of Esoteric Brewing Company, LLC

Officers

EXHIBIT "C"

C.1 Special Allocations. The following allocations, which supersede those of Section 4.1, shall be made in the following order:

(a)       Company Minimum Gain Chargeback. Notwithstanding any other provision of Article IV or this Exhibit C, if there is a net decrease in Company Minimum Gain during any fiscal year of the Company, each Member shall be specially allocated items of gross income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Reg. § 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Reg. § 1.704-2(f)(6) and 1.704-2(j)(2). “Company Minimum Gain” has the meaning ascribed to “partnership minimum gain” as set forth in the Reg. § 1.704-2(d). This Section 1(a) is intended to comply with the minimum gain chargeback requirement in Reg. § 1.704-2(f) and shall be interpreted consistently therewith.

(b)       Member Minimum Gain. Notwithstanding any other provision of this Agreement except Section 1(a) above, if there is a net decrease in Member Minimum Gain attributable to Member Funded Debt (as defined in Section 1(f)(1) below) during any fiscal year of the Company, each Member who has a share of the Member Minimum Gain attributable to such Member Funded Debt, determined in accordance with Reg. § 1.704-2(I)(i)(5), shall be specially allocated items of gross income and gain for such year (and, if necessary, subsequent years) in accordance with the provisions of Reg. § 1.704-2(I)(4). Allocations pursuant to the preceding sentence shall be made in proportion to the respective amounts required to be allocated to each member pursuant thereto. The items to be so allocated shall be determined in accordance with Reg. § 1.704-2(I)(i)(4) and 1.704-2(j)(2). “Member Minimum Gain” has the meaning ascribed to “partner minimum gain” as set forth in Reg. § 1.704-2(I)(i)(3). This Section 1(b) is intended to comply with the minimum gain chargeback requested in Reg. § 1.704-2(I)(i)(4) and shall be interpreted consistently therewith.

(c)       Qualified Income Offset. In the event any Member receives adjustments, allocations or distributions described in Reg. § 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by Regulations, any Adjusted Capital Account Deficit, as quickly as possible, provided that an allocation pursuant to this Section 1(c) shall be made only to the extent that each Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Agreement have been tentatively made as if this Section 1(c) were not in this Agreement. This provision is intended to comply with the qualified income offset requirement contained in Reg. § 1.704-1(b)(2)(ii)(d)(3) and shall be construed in accordance with the provisions thereof.

(d)       Chargeback. In the event any Member has a deficit Capital Account at the end of any Company fiscal year, each such Member shall be specially allocated items of Company income and gain in the amount of such deficit as quickly as possible, provided that an allocation pursuant to this Section 1(d) shall be made if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article IV have been tentatively made as if this Section 1(d) were not in this Agreement.

(e)       Nonrecourse Deductions. Nonrecourse Deductions shall be allocated to the Members in proportion to their Profits Interests. For the purposes of this Agreement, “Nonrecourse Deductions” shall have the meaning set forth in Reg. § 1.704-2(b)(1).

(f)       Member Funded Deductions. Any Member Funded Deductions for any fiscal year or other period shall be specially allocated to the Member who bears the economic risk of loss with respect to the Member Funded Debt to which such Member Funded Deductions are attributable in accordance with Reg. § 1.701-2(i).

(1)       “Member Funded Debt” has the meaning ascribed to “partner nonrecourse debt” as set forth in Reg. § 1.704-2(b)(4).

(2)       “Member Funded Deductions” has the meaning ascribed to “partner nonrecourse deductions” as set forth in Reg. § 1.704-2(i)(2).

(g)       Basis Adjustments. To the extent that an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Reg. § 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Regulations.

C.2       Regulatory Allocations. The Regulatory Allocations set forth in Section 1 of this Exhibit C are intended to comply with certain requirements of the Regulations promulgated under Code Section 704(b)(2). Notwithstanding any other provisions of Article 4 and this Exhibit C, (other than the Regulatory Allocations), all remaining Profits and Losses (including items of income, gain, loss and deduction) shall be allocated among the Members in proportion to their Profits Interests so that, when combined with the Regulatory Allocations, the net allocations of Profits and Losses (including items of income, gain, loss and deduction) shall, to the greatest extent possible, be equal to the net allocations that would have been made pursuant to Section 1 of this Exhibit C had no such Regulatory Allocations been required. Notwithstanding the preceding sentence, the special allocation of Member Funded Deductions pursuant to Section 1(f) of this Exhibit C shall not be taken into account until and only to the extent that there is a net decrease in Member Minimum Gain.

Exhibit 4.1

ESOTERIC BREWING COMPANY, LLC

SUBSCRIPTION AGREEMENT

3713 Charloe Ct.

Cincinnati, Ohio 45227

Number of Series C Units requested: _______________

Ownership Percentage per Unit: 0.0333%

Total purchase price ($100 x number of Series C Units requested): $_________

(The minimum acceptable subscription is 1 Series C Units, or $100.)

Once you have completed and signed this Subscription Agreement, including the Investor Questionnaire, please return the complete package to us with total purchase price made payable to “ESOTERIC BREWING COMPANY, LLC,” as soon as possible.

SUBSCRIPTION AGREEMENT

Section 1.              Subscription: Irrevocability: Certain Conditions.

(a)          The undersigned subscriber (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase ___________ Series C membership interests (the “Series C Units”) of Esoteric Brewing Company, LLC, an Ohio limited liability company (“Company”), for the total purchase price of $__________ (the “Purchase Price”).

(b)          The Subscriber acknowledges and agrees that, except as otherwise set forth in this Subscription Agreement, this subscription will become irrevocable at the time of its submission to Company and that this subscription may not be withdrawn by the Subscriber unless Company rejects this Subscription Agreement.

(c)          The Subscriber acknowledges and agrees that this subscription may be accepted or rejected by Company, in whole or in part, in its sole and absolute discretion and that the Subscriber will be obligated, upon acceptance of this subscription by Company, to purchase the Series C Units to the extent this subscription is accepted by Company.

(d)          The Subscriber acknowledges and agrees that it is a condition to Company’s acceptance of this subscription that the Subscriber execute and deliver with this Subscription Agreement.

Section 2.              Payment of the Purchase Price; Delivery of the Series C Units.

(a)          The Subscriber is delivering with this Subscription Agreement duly completed, together with payment for the Purchase Price, to Company.

(b)          If Company determines to accept this subscription for less than all of the subscribed Series C Units, Company will return to the Subscriber the portion of the Purchase Price, without interest or deduction, as exceeds $100 multiplied by the number of Series C Units for which Company will accept this subscription. If Company determines to reject this subscription in whole, Company will return the full amount of the Purchase Price, without interest or deduction, to the Subscriber. The Subscriber acknowledges that it will have no right return of any of the Purchase Price unless and until Company determines to accept this subscription for less than all of the subscribed Series C Units or to reject this subscription in whole. The portion of the Purchase Price which represents payment for Series C Units which Company will issue to the Subscriber will be paid to Company.

Section 3.              Representations. Warranties and Covenants of the Subscriber. In order to induce Company to accept this subscription and to issue the Series C Units to the Subscriber, the Subscriber hereby represents and warrants to, and covenants and agrees with, Company as follows:

(a)          The Subscriber has received and carefully reviewed the Offering Circular and the Exhibits attached, and has relied only on the information contained therein. The Subscriber acknowledges that all documents, records and books of Company requested by the Subscriber have been made available for inspection by it and its purchaser representatives, attorneys, financial advisors and accountants. The Subscriber and its advisors had a reasonable opportunity to ask questions of and receive answers from the officers of Company concerning Company and the terms and conditions of the offering of the Series C Units, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense by the Manager of Company, necessary to verify the accuracy of the information in the Offering Circular and other information provided by Company. All such questions have been answered to the full satisfaction of the Subscriber.

(b)          At least one of the following apply to the Subscriber (check all that apply):

¨ Subscriber is an accredited investor as defined in Rule 501(a) by the Securities Exchange Commission.

¨ the total purchase price is not greater than 10% of Subscriber’s net worth, or, if an entity, not greater than 10% of Subscriber’s net assets.

¨ the total purchase price is not greater than 10% of Subscriber’s net annual income, or, if an entity, not greater than 10% of Subscriber’s net revenues.

(c)          The Subscriber (i) has adequate means of providing for its current liabilities and possible contingencies, (ii) has no need for liquidity in connection with a purchase of the Series C Units, (iii) is able to bear the economic risks associated with a purchase of the Series C Units for an indefinite period, and has the capacity to protect its own interests in connection with a purchase of the Series C Units, and (iv) can afford the complete loss of its Purchase Price for the Series C Units.

(d)          The Subscriber is 18 years or older and has full power and authority to acquire and hold its interest in the Company’s Securities and to execute and deliver this document.

(e)          The Subscriber recognizes that a purchase of the Series C Units involves a high degree of risk, including without limitation those risks factors set forth in the Offering Circular. The Subscriber has obtained, in the Subscriber’s judgment, sufficient information relating to Company and its business to evaluate the merits and risks of this investment.

(f)          The Subscriber understands that (i) neither the offering nor the sale of the Series C Units has been registered or qualified under the Act or under any state’s securities laws in reliance upon exemptions from the registration and qualification provisions of the Act and states’ securities laws, which exemptions are based upon the private or limited nature of the offering or the eligibility or qualifications of the purchasers, (ii) the Series C Units purchased by the Subscriber may be transferred by the Subscriber only if the sale or transfer is registered under the Act or an exemption from registration is available, (iii) Company is under no obligation to register any Series C Units on the Subscriber’s behalf or to assist the Subscriber in complying with any exemption from registration, and (iv) Company will rely upon the representations, warranties, covenants and agreements made by the Subscriber in this Subscription Agreement in order to establish the exemption from the registration provisions of the Act and state securities laws.

(g)          The Series C Units are being purchased solely for the Subscriber’s own account and not for the account of any other person.

(h)          The Subscriber realizes that it may not be able to sell or dispose of the Series C Units as there will be no public market for the Series C Units in the foreseeable future.

(i)           The Subscriber understands that all forecasts provided by, or on behalf of, Company are based on various estimates and assumptions of Company and are subject to the limitations and qualifications set forth in such materials and described in the Offering Circular.

(j)           The foregoing representations, warranties, covenants and agreements and all other information which the Subscriber has provided concerning the Subscriber and the Subscriber’s financial condition are true and accurate as of the date hereof. If there is any materially adverse change in such information, representations, warranties, covenants or agreements, or they are not true and accurate as of the date of issuance of the Series C Units to Subscriber, the Subscriber will give written notice of such fact to Company, specifying which information, representations, warranties, covenants or agreements are changed and the reasons therefor.

(k)           The Subscriber understands that neither the Securities and Exchange Commission nor any state securities commission or other state regulatory agency has made any finding or determination relating to the fairness for public investment of the Series C Units to be purchased by Subscriber and that no such commission or agency has recommended or endorsed or will recommend or endorse the purchase of the Series C Units.

Section 4.              Investment Intent; Restrictions on Transfers.

(a)          The Subscriber represents and warrants to Company that the Subscriber is purchasing the Series C Units for investment purposes only and not with a view to, or for resale in connection with, a distribution of the Series C Units.

(b)          The Subscriber covenants and agrees not to sell, assign, transfer or otherwise dispose of the Series C Units except in accordance with the Operating Agreement and if such transfer is (i) registered under the Act and applicable state securities laws, or (ii) is exempt from registration under the Act and such state securities laws and, if requested by Company, the Subscriber has furnished an opinion of counsel satisfactory to Company that such transfer is so exempt. The Subscriber further acknowledges and agrees that this restriction on transfers is imposed in part to satisfy the requirements of exemptions from the registration provisions of the Act and state securities laws and the transfer restrictions contained in the Operating Agreement are reasonable.

Section 5.              Indemnification. The Subscriber will indemnify, defend and hold harmless Company and its officers, managers, members, agents, accountants, attorneys, affiliates, successors and assigns, from and against any actions, claims, demands, judgments, settlements, losses, damages, liabilities, costs or expenses (including without limitation reasonable attorneys’ fees) arising out of or resulting from any inaccuracy in or breach of any of Subscriber’s representations, warranties, covenants or agreements contained in this Subscription Agreement.

Section 6.              Miscellaneous.

(a)          The Subscriber may not transfer or assign this Subscription Agreement, or any of the Subscriber’s rights, duties or interests herein, to any other person or entity without the prior written consent of Company.

(b)          The Subscriber agrees that the Subscriber may not cancel, terminate or revoke this Subscription Agreement (except as otherwise specifically permitted under applicable securities laws or this Subscription Agreement), and that this Subscription Agreement shall survive the death or disability of the Subscriber and shall be binding upon the Subscriber’s heirs, estate, legal representatives, permitted successors and assigns.

(c)          This Subscription Agreement and the documents described herein constitute the entire agreement between the parties hereto with respect to the subject matter hereof. This Subscription Agreement may be amended only by a writing executed by both of the parties hereto.

(d)          This Subscription Agreement shall be enforced, governed and construed in all respects in accordance with the laws of the State of Ohio, regardless of the principles of conflicts of laws applied by any other jurisdiction.

(e)          Within five days after the receipt of a written request from Company, the Subscriber agrees to provide such information and to execute and deliver such documents as may be reasonably necessary to comply with any laws or regulations to which Company or may be subject.

(f)           The representations, warranties, covenants and agreements of the Subscriber set forth in this Subscription Agreement shall survive the sale of the Series C Units to the Subscriber indefinitely.

(g)          Any pronoun used in this Subscription Agreement shall be deemed to cover all genders. The words “hereof,”, “hereby,” “herein,” “hereunder” and the like refer to this Subscription Agreement as a whole and not to particular sections, paragraphs or clauses of this Subscription Agreement.

All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, certified or registered first-class mail, electronic mail, telecopier or courier guaranteeing overnight delivery: (i) if to the Subscriber, at the address on the attached signature page, or (ii) if to Company, at the following address: Brian N. Jackson, 3713 Charloe Ct., Cincinnati, OH 45227, brian.jackson@esotericbrewing.com.

ESOTERIC BREWING COMPANY, LLC

Investor Questionnaire

Social Security Number: _________________________________________

Are you a part of an “Investing Entity” that proposes to invest in securities of the Offering Entity?     No __________    Yes ___________

If so, what is the name of the Investing Entity? ________________________________

______Yes                   ______No

OR

______Yes                   ______No

¹ Any indebtedness secured by a person’s primary residence that exceeds the property’s estimated fair market value must be treated as a liability. Indebtedness secured by a person’s primary residence up to the estimated fair market value of the residence is not treated as a liability unless the individual incurred the debt: (i) in the 60 days before the purchase of Units in this Offering; and (ii) other than as a result of acquiring the primary residence.

My annual income² as an individual from all sources was in excess of $________________ (you may indicate $200,000+, if applicable) for each of the last two years and I reasonably expect my individual income to be in excess of $_______________ (you may indicate $200,000+, if applicable) for the current year.                 

OR

Our joint annual income (my spouse and me) was in excess of $________________ (you may indicate $300,000+, if applicable) for each of the last two years and I reasonably expect our joint income to be in excess of $________________ (you may indicate $300,000+, if applicable) for the current year.

True ________           False ________

² One measure of “individual annual income” is “adjusted gross income,” as reported for U.S. federal income tax purposes, less any income attributable to a spouse or to property owned by a spouse and increased by the following amounts (but not including any amounts attributable to a spouse or to property owned by a spouse, if applicable): (i) the amount of any tax-exempt interest income received, (ii) the amount of losses claimed as a limited partner in a limited partnership, (iii) any deduction claimed for depletion, (iv) alimony paid, and (v) any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income pursuant to Section 1202 of the Internal Revenue Code.

Each equity holder or beneficial owner of the Investing Entity is an accredited investor.*

True ________           False ________

*If the Investing Entity is accredited only because each equity holder and/or each beneficial holder is an accredited investor, then each equity holder and/or each beneficial holder must fill out an Investor Questionnaire.

NATURAL PERSON SIGNATURE

INVESTING ENTITY SIGNATURE

ACCEPTANCE OF SUBSCRIPTION

The foregoing subscription is hereby accepted with respect to __________ Series C Units.