WISEACRE BREWING COMPANY DOWNTOWN FACILITY

1. Background Kellan Bartosch, Owner Representative Wiseacre Brewing Company 2783 Broad Ave. Memphis, TN 38112 901-888-7000 Wiseacre Brewing Company is a local craft brewery that has been part of the revitalization of Broad Avenue since it was first founded in 2013 and made 2783 Broad Ave. its home base. The brewing company is backed by financial partners Kemmons Wilson Companies and Frank Smith. KWC has been involved in significant Memphis projects including Crosstown Concourse, Central BBQ, and Central Station Hotel. Frank Smith has been involved with Clayborn Temple renewal project. 2. Project Wiseacre Brewing Company is planning on building a new facility on several parcels of land located south of Vance Avenue, north of E Butler Ave, west of Abel Street, and east of South B.B. King Blvd. The parcel addresses for the project are as follows in Memphis, TN: 381 Able Street 0 Able Street 0 East Able Street 394 S. B.B. King Blvd 374 S. B.B. King Blvd The plot would accommodate a much greater production brewery than current production on Broad Ave. while creating a much larger and more inviting tap room experience in the downtown area. The project would hope to be complete by December 2019 with the goal of playing a role in the revitalization of downtown Memphis. The current location on Broad Avenue would remain as a small specialty brewhouse. The development includes 43,000sqft of building which will house a full scale tap room, 80,000bbl production brewery, and a compact storage facility. Architectural plans and renderings in addition to total development land area are attached in the appendices. This location connects South Main to the new South City development. Through the Wiseacre development we hope to play a pivotal role in the revitalization of the surrounding community. The project encourage investment in small businesses in the South Main Corridor, increase property values, and link the Civil Rights Museum to greater parts of downtown. The plan will create a fun, art-friendly environment and hopes to foster creativity and development in the surrounding area. The project will improve the perimeter sidewalks and landscape as well as providing a beautification project along the south wall of the facility.

History of the Property: Different pieces of the property have previously been used for commercial, industrial, and residential use in different stages over the past fifty years. Building Layout: See appendices for the building layout. The project will be a pre-engineered metal building with beer brewing and production equipment in an open warehouse. There will be a +/- 5,000sqft tap room for food, beverage, and entertainment. The remainder of the building will be dedicated to beer production, packaging, storage, and handling. The site will provide exterior event space in addition to potential expansion opportunities. Marketing Plans: The new Wiseacre production facility will house a full scale taproom in addition to education tours, major event hosting, along with an annual festival. We expect Wiseacre to become a vibrant part of downtown as a walkable destination pulling people down from Beale Street and the Fedex Forum. 3. Site Control A portion of the property was purchased by Abel Parcels LLC a wholly owned subsidiary of Wiseacre Brewing Company on October 1, 2018, with the south portion of the property under contract for a January 2019 close. A copy of the purchase agreement with Inner Vision Development Corporation is attached. Kellan Bartosch, Owner Representative Wiseacre Brewing Company 2783 Broad Ave. Memphis, TN 38112 901-888-7000 4. Financials For the company s financial background, as well as the company s accounting relationship history, see the appendices. There are currently no bank commitment letters, but the company is in discussion with various banks subject to getting approved for the PILOT and any other requirements from the bank. We are looking at loans ~$7mn at roughly 5% interest and a 300-month amortization period.

Sources and Uses PRO FORMA *Taxes are based on a post-improvement appraisal value of $5,643,300 (assessment of $2,257,320), a City Tax rate of 3.2%, and a County Tax rate of 4.05%.

PILOT SCORING Primary Qualification RETAIL 30,001 sf + 6.0 Secondary Qualification OFFICE 15,000 to 50,000 sf 1.0 PROJECT DEVELOPMENT COST $5-$10 million 2.0 CCRFC Priority 1 General Location Located in CBID 3.0 CCRFC Priority 2 Community-based South City Impact Area 3.0 YEARS 15.0 PILOT NEED Pilot is needed because Development is not financially viable or justifiable as a reasonable cash flow investment without the PILOT given the expansion risk of the investment. If the company does not grow, investors lose money. Without the PILOT, debt service coverage cannot be met within reason and therefore project financing is not attainable. Without the PILOT, there is negative cash flow in the initial outlay and therefore the project does not provide a cash buffer in the early production years. The development project has methodically optimized value of development features and designs, minimized development cost, maximized projected attainable revenues, and minimized projected operating expenses. Fees, grants, financial juggling, tax optionality and cost economic valuations have all been taken to mitigate the need for a PILOT. 5. Timeline 6. Project Team Owner Representative Kellan Bartosch Wiseacre Brewing Company 2783 Broad Ave. Memphis, TN 38112 901-888-7000 Attorney Gil Uhlhorn Bass Berry & Sims 100 Peabody Pl. Ste 1300 Memphis, TN 38103 901-543-5900 Architect Jason Weeks Looney Ricks Kiss 175 Toyota Pl. Ste 500 Memphis, TN 38103 901-521-1440 There is no ongoing relationship with between the applicant and any Board member or legal counsel of the Board.

Minority/Women Business Enterprise Utilization Plan The MAB project make a best-faith efforts, including affirmative steps to include at least 20% participation, of total contract dollars, by Minority/Women Business Enterprises (M/WBEs). An M/WBE utilization plan will be provided when construction bidding is complete and subcontracts awarded. Among the tactics to be used, MMC will use M/WBE lists and support organizations, as well as reach out to, request bids from, and hold bid conferences with W/MBEs. We are committed to and affirmatively embrace the concept of inclusion. We work hard to include a diverse mix of subcontractors and material suppliers in the construction of our projects. As a standard practice, Montgomery Martin Contractors provides business outreach opportunities. -- General Contractor, Montgomery Martin Contractors 7. Credit References See Appendices for credit references. 8. Items for Lease Preparation Based appraisal value of the combined property is $443,300 with an assessment value of $175,970. The combined value is $619,270. LESSEE from CCRFC TAX PARCELS Wiseacre Brewing Company 1. Shelby County Tax Parcel Id 005018 00015 Kellan Bartosch, Owner Representative 2. Shelby County Tax Parcel Id 005018 00009 2783 Broad Ave. 3. Shelby County Tax Parcel Id 005018 00016C Memphis, TN 38112 4. Shelby County Tax Parcel Id 005018 00008 901-888-7000 5. Shelby County Tax Parcel Id 005018 00007 6. Shelby County Tax Parcel Id 005018 00010C

PILOT APPLICATION APPENDICES Financing Commitment Letter is in the negotiation stage. Credit References Disclosures Purchase agreement with Inner Vision Development Corporation Financial Status and information disclosed separately. Architectural Appendix (Site Plan, Site Map) Architectural Rendering disclosed separately.

Credit References: Business: Cask Global Canning Solutions Ryan O'Connor Director of Sales 64 Ave. SE Calgary, AB, Canada Office: +1-403-640-4677 ext 212 ryan.oconnor@cask.com www.cask.com S.S. Steiner, Inc. Mike Sutton V.P. Sales and Technical Support Celina, TX 75009 USA Cell +1-901-488-3054 msutton@hopsteiner.com BSG Craftbrewing, Inc. John E. Guzmán Business Manager Brewing Ingredients 749 Wyche Court Burleson, Texas 76028 Cell: 817-995-6094 Personal: Nancy Knous Benchmark Wealth Management 5855 Ridge Bend Rd, Memphis, TN 38120 (901) 682 7449 Pete Crowley Haymarket Brewing 737 W Randolph St. Chicago, IL 60661 (312) 638 0700 Brian Dewey Former Manager at Sierra Nevada Now with Kiva Confections Cell # (602) 448 6379

Disclosures: November 27, 2018 Center City Revenue Finance Corporation 114 North Main Street Memphis, TN 38103 Dear Sir or Madam: Wiseacre, LLC is currently engaged in a civil proceeding related to an employee dispute. Sincerely, Kellan Bartosch, President Wiseacre, LLC

November 27, 2018 Center City Revenue Finance Corporation 114 North Main Street Memphis, TN 38103 Dear Sir or Madam: I, Kellan Bartosch, President of Wiseacre, LLC have never been charged or convicted of a felony and am not currently under indictment. I am also not personally engaged in a civil or criminal proceeding. Sincerely, Kellan Bartosch, President Wiseacre, LLC

November 27, 2018 Center City Revenue Finance Corporation 114 North Main Street Memphis, TN 38103 Dear Sir or Madam: I, Davin Bartosch, Secretary of Wiseacre, LLC have never been charged or convicted of a felony and am not currently under indictment. I am also not personally engaged in a civil or criminal proceeding. Sincerely, Davin Bartosch, Secretary Wiseacre, LLC

November 27, 2018 Center City Revenue Finance Corporation 114 North Main Street Memphis, TN 38103 Dear Sir or Madam: Wiseacre, LLC uses the accounting and tax services of CBIZ MHM and Keenan Financial Leadership Services. There have been no changes in accounting services in the past 5 years. Sincerely, Kellan Bartosch, President Wiseacre, LLC

175 Toyota Plaza Suite 500 Memphis, TN 38103 T 901 521 1440 F 901 525 2760 www.lrk.com 01.18071.00 2018 LRK Inc. All Rights Reserved. Looney Ricks Kiss R AT T E GE P SON BUTL BUTL ER ER MAR TIN LUTH ER F E D E FORU X M LIEUTENANT LEE 0' 100' 200' BEALE KING CIVI L RI MUS GHTS EUM PON TOT OC MAIN ERRY MULB N ARTI ST M TR A L CEN BBQ ND SECO B.B. KING A B EL VICINITY PLAN Wiseacre Brewing Facility 11/27/18 South B.B. King Blvd Memphis, TN VAN CE

175 Toyota Plaza Suite 500 Memphis, TN 38103 T 901 521 1440 F 901 525 2760 www.lrk.com 01.18071.00 2018 LRK Inc. All Rights Reserved. Looney Ricks Kiss OUTDOOR AREA 300'-0" ±366'-8" WAREHOUSE FILLING/KEGGER B.B. KING RAMP UP BIKE PARKING CELLAR OFFICE COOLER LOADING 36'-0" 11'-0" ±9' ±89'-10" COVERED PORCH LAB PARKING (59 SPACES) ±409'-8" ABEL 11/27/18 South B.B. King Blvd Memphis, TN Wiseacre Brewing Facility SITE PLAN 2'-0 " ±154'-2" TAP ROOM BREWHOUSE GRAIN/MILL GRAIN SILOS 60 144'-6" 6'-0" 20'-0" 17'-6" 35'-0" 14'-0" 8'-0" ±8 2' BUILDING DATA AREA: 43,500 SF MAX HEIGHT: ±45' NOTE: LANDSCAPE AND STREETSCAPE DESIGN TO BE COMPLETED IN COMPLIANCE WITH UDC REQUIREMENTS FOLLOWING COMPLETION OF PROPERTY SURVEY FUTURE DEVELOPMENT 0' 30' 60' BUTLER ±180'-4"

374 and 394 South B.B. King - 0 and 381 Abel SUBJECT PROPERTY 8 SHELANDRA Y. FORD, REGISTER OF DEEDS SHELBY COUNTY, TENNESSEE DISCLAIMER: PROPERTY TAX MAPS AND PARCEL BOUNDARIES DO NOT REFLECT ACCURATE SURVEY INFORMATION OR EXACT LEGAL OWNERSHIP BOUNDARIES, AND ARE ONLY PROVIDED FOR GENERAL INFORMATION PURPOSES. THEREFORE, THEY SHOULD NOT BE RELIED UPON AS A REPRESENTATION OF ANY PROPERTY FOR ANY PURPOSE. 0 90 180 ft

WISEACRE BREWING FACILITY Memphis, Tennessee November 28, 2018 175 Toyota Plaza, Suite 500 1 Memphis, TN 38103 1 T 901.521.1440 1 F 901.525.2760 1 www.lrk.com 1 01.8071.0 0 1 a2018 LRK Inc. All Rights Reserved.

175 Toyota Plaza, Suite 500 1 Memphis, TN 38103 1 T 901.521.1440 1 F 901.525.2760 1 www.lrk.com 1 01.8071.0 0 1 a2018 LRK Inc. All Rights Reserved. WISEACRE BREWING FACILITY Memphis, Tennessee November 28, 2018