Superbrew Acquisition, Inc.

The Series Seed-1 and Series Seed-2 Preferred Stock (collectively, the “Series Seed Preferred Stock”). The Series Seed Preferred Stock converts 1:1 into Common Stock at the option of the holder. The security pays no dividend and is senior to any other equity issued by the Company.

Superbrew Acquisition Inc., a Delaware corporation (the “Company”).

A minimum of $1,000,000 and up to $2.6 million, with $1.7 million available (the “Financing”). The Financing amount includes the conversion of convertible notes in the principal amount of $900,000 (the “Convertible Notes”).

As soon as practicable following the receipt of commitments from investors of at least $1,000,000 and satisfaction of the conditions to closing (the “Initial Closing”). Other Investors may close after the Initial Closing, provided that such additional closings are held within 180 days of the Initial Closing.

Until the Initial Closing, proceeds from the sale of the Series Seed Preferred Stock will be aggregated in an escrow account with U.S. Bank acting as custodian.

The price per share of the Series Seed Original Purchase Price was based on a fully diluted pre-money valuation of $4 million, excluding the conversion of the Convertible Notes. The fully diluted post-money valuation shall be $7 million (assuming (i) full subscription of the round, (ii) conversion of notes, including accrued interest, and (iii) the Carofin warrants).

The Series Seed-1 price per share is $4.44

The price per share of Series Seed Preferred Stock implied by the pre-money valuation below (based on the capitalization of the Company set forth below and corresponding capitalization backup) (the “Series Seed Original Purchase Price”), provided that the Series Seed Original Purchase Price applicable to the Series Seed-2 Preferred Stock shall be equal to the conversion price at which the Company’s outstanding Convertible Notes convert into Series Seed-2 Preferred Stock. For the avoidance of doubt, but for the Series Seed Original Purchase Price, Series Seed-1 and Series Seed-2 Preferred Stock shall have the same rights and terms.

300,000 shares have been reserved for the employee stock option pool of which 184,000 have been granted. Other than the Convertible Notes and a stock award granted pursuant to and subject to the Company’s equity incentive plan, the Company has no other convertible notes, or similar instruments or convertible securities outstanding.

Dividends will be paid on the Series Seed Preferred Stock on an as converted basis when, as, and if declared by the Company’s Board of Directors (the “Board”) or paid on the Common Stock.

In the event of any liquidation, dissolution or winding up of the Company, the proceeds shall be paid as follows:

First pay one times the Series Seed Original Purchase Price of the relevant Series Seed-1 and Series Seed-2 Preferred Stock, plus declared and unpaid dividends on each share of Series Seed Preferred Stock (or, if greater, the amount that the Series Seed Preferred Stock would receive on an as-converted basis). The balance of any proceeds shall be distributed pro rata to holders of Common Stock.

A merger or consolidation (other than one in which stockholders of the Company own a majority by voting power of the outstanding shares of the surviving or acquiring corporation) or a sale, lease, transfer, exclusive license or other disposition of all or substantially all of the assets of the Company will be treated as a liquidation event (a “Deemed Liquidation Event”), thereby triggering payment of the liquidation preferences described above unless the holders of a majority of the Series Seed Preferred Stock elect otherwise (the “Requisite Holders”). The Investors’ entitlement to their liquidation preference shall not be abrogated or diminished in the event part of the consideration is subject to escrow in connection with a Deemed Liquidation Event.

The Series Seed Preferred Stock shall vote together with the Common Stock on an as-converted basis, and not as a separate class, except (i) so long as 50% of the shares of Series Seed Preferred Stock issued in the transaction are outstanding, the Series Seed Preferred Stock as a separate class shall be entitled to elect one member of the Board of Directors (the “Series Seed Director”), (ii) the Common Stock as a class shall be entitled to designate three (3) members of the Board (the “Common Directors”), one of which shall be the CEO and (iii) the Board shall be entitled to otherwise designate one member of the Board of Directors subject to the Company’s bylaws. The Company’s Certificate of Incorporation will provide that the number of authorized shares of Common Stock may be increased or decreased with the approval of the holders of a majority of the Series Seed Preferred Stock and Common Stock, voting together as a single class on an as converted to Common Stock basis, and without a separate class vote by the Common Stock.

So long as 50% of shares of Series Seed Preferred Stock issued in the transaction are outstanding, in addition to any other vote or approval required under the Company’s Charter or Bylaws, the Company will not, without the written consent of the Requisite Holders, either directly or by amendment, merger, consolidation, recapitalization, reclassification, or otherwise:

(i) liquidate, dissolve or wind-up the affairs of the Company, or effect any (a) merger or consolidation, (b) any other Deemed Liquidation Event, (c) SPAC transaction, or (d) reverse merger transaction with a public company; (ii) amend, alter, or repeal any provision of the Certificate of Incorporation or Bylaws in a manner that adversely affects the powers, preferences, or rights of the Series Seed Preferred Stock; (iii) (iii) purchase or redeem or pay any dividend on any capital stock prior to the Series Seed Preferred Stock, other than stock repurchased from former employees, consultants, or other service providers in connection with the cessation of their employment/services, at the lower of fair market value or cost; (iv) create or hold capital stock in any subsidiary that is not a wholly-owned subsidiary or dispose of any subsidiary stock or all or substantially all of any subsidiary assets; or (v) increase or decrease the size of the Board.

The Series Seed Preferred Stock initially converts 1:1 to Common Stock at any time at option of holder, subject to adjustments for stock dividends, splits, combinations and similar events and as described below under “Anti-dilution Provisions.”

The Series Seed Preferred Stock shall have broad-based weighted average anti-dilution rights, subject to customary exceptions.

Each share of Series Seed Preferred Stock will automatically be converted into Common Stock at the then applicable conversion rate (i) in the event of the closing of a firm commitment underwritten public offering with a price of five times the Series Seed Original Purchase Price (subject to adjustments for stock dividends, splits, combinations and similar events) and net proceeds to the Company of not less than $30.0 million (a “QPO”), or (ii) upon the written consent of the holders of a majority of the Series Seed Preferred Stock.

Standard representations and warranties by the Company, which shall include legal and regulatory compliance.

Standard conditions to Closing, which shall include, among other things, satisfactory completion of financial and legal due diligence, qualification of the shares under applicable Blue Sky laws, and the filing of a Certificate of Incorporation establishing the rights and preferences of the Series Seed Preferred Stock. At the Initial Closing, the Company will enter into the Investors’ Rights Agreement and other agreements contemplated in connection with this Series Seed Preferred Stock Financing.

Company counsel to draft applicable corporate governing documents using NVCA model forms. Investors are responsible for their own legal fees in reviewing the investment documents.

Major Investors to be granted customary registration rights.

Any Major Investor (who is not a competitor) will be granted access to Company facilities and personnel during normal business hours and with reasonable advance notification; provided, any request for information will be subject to Section 220 of the Delaware General Corporation Law. The Company will deliver to such Major Investor (i) annual and quarterly financial statements; (ii) thirty days prior to the end of each fiscal year, a comprehensive operating budget forecasting the Company’s revenues, expenses, and cash position on a month-to-month basis for the upcoming fiscal year; and (iii) any other information as determined by the Board. A “Major Investor” means any Investor who purchases at least $100,000 of Series Seed Preferred Stock (based on the Series Seed Original Purchase Price).

All Investors shall have a pro rata right, based on their percentage equity ownership in the Company (assuming the conversion of all outstanding Series Seed Preferred Stock into Common Stock and the exercise of all options outstanding under the Company’s stock plans), to participate in subsequent issuances of equity securities of the Company (with customary exclusions).

So long as the holders of Series Seed Preferred Stock are entitled to designate a Series Seed Director, the Company will not, without Board approval, which approval must include the affirmative vote of the Series Seed Director:

(i) make any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (ii) make any loan or advance to any person, including, any employee or director, except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the Board; (iii) guarantee any indebtedness except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (iv) make any investment inconsistent with any investment policy approved by the Board; (v) incur any aggregate indebtedness, including by issuance of any debt security, in excess of $1,000,000 (other than trade credit incurred in the ordinary course of business) that is not already included in a budget approved by the Board, including the Series Seed Director; (vi) enter into or be a party to any transaction with any director, officer, or employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such person other than with respect to at will offer letters for employment; or (vii) adopt, amend, or increase amounts that may be granted under any equity incentive plan, phantom equity plan, or similar arrangement.

Each current employee and consultant will have entered into a non-disclosure and proprietary rights assignment agreement.

The Board shall meet at least quarterly, unless otherwise agreed by a vote of the majority of directors.

Unless otherwie approved by the Board, all employee options granted after the Initial Closing shall vest as follows: 25% after one year, with remaining vesting monthly over next 36 months.

The Company first and Investors second will have a right of first refusal with respect to any shares of capital stock of the Company proposed to be transferred by any employees holding greater than 1% of the Company’s Common Stock (assuming conversion of Series Seed Preferred Stock and whether then held or subject to the exercise of options), with a right of oversubscription for Investors of shares unsubscribed by any other Investors. Before any such person may sell Common Stock, such person will give the Investors an opportunity to participate in such sale on a basis proportionate to the amount of securities held by the seller and those held by the participating Investors. In each case, the Right of First Refusal and Right of Co-Sale shall not apply to certain customary excepted transactions.

At the Initial Closing, the Board shall consist of five (5) members comprised of (i) Amos Beason as a representative designated by the holders of Common Stock, (ii) Mark Hegedus as a representative, conditioned on his status as the Chief Executive Officer of the Company, (iii) Marcia Hooper as a representative designated by the holders of Common Stock, (iv) [name] as the representative designated by the holders of Series Seed Preferred Stock, and (v) an independent director to be elect by majority vote of the other Directors.

Holders of Series Seed Preferred Stock, Common Stock, and all future holders of greater than 1% of Common Stock (assuming conversion of Series Seed Preferred Stock and whether then held or subject to the exercise of options or warrants) shall be required to enter into an agreement that provides that such stockholders will vote their shares in favor of a Deemed Liquidation Event or transaction in which 50% or more of the voting power of the Company is transferred and which is approved by (i) the Board (if required by law); (ii) the holders of majority of the outstanding shares of Series Seed Preferred Stock, on an as-converted basis; and (iii) the holders of a majority of the outstanding shares of Common Stock (the “Electing Holders”), so long as the liability of each stockholder in such transaction is several (and not joint) and does not exceed the stockholder’s pro rata portion of any claim and the consideration to be paid to the stockholders in such transaction will be allocated as if the consideration were the proceeds to be distributed to the Company’s stockholders in a liquidation under the Company’s then-current Certificate of Incorporation.

Carolina Financial Securities, LLC shall receive both a 5.00% fee for all equity capital raised as well as common equity warrants of the Issuer as compensation for services rendered. The amount of these CFS warrants will equal a number of shares equal to 1.70% of the Series Seed Preferred shares purchased by Investors, for a purchase price of $100 and with an exercise price equal to 1/3 of the price per share of the Series B Preferred shares. CFS may share up to 50% of its fees and warrants with Carofin, LLC, an affiliated Broker-Dealer, for its assistance in the placement of the Offering. All legal fees and out of pocket expenses relating to closing the Offering will be paid by Presidio with CFS expenses subject to the Engagement Agreement between Presidio and CFS.

CFG Financial Services, LLC (“CFG FS”), an affiliate of Carofin and Carolina Financial Securities will act as administrative agent for the Series B Preferred shareholders, often coordinating reporting and other obligations between the Company and the Series B Preferred shareholders. The Company will reimburse CFG FS for its reasonable out of pocket expenses.

Delaware.

The Securities being offered should be considered a speculative investment. The ability of the Company to achieve its objectives may be determined by factors beyond its control that cannot be predicted at this time. Consequently, there can be no assurance that the Company’s efforts to continue its business operations will prove to be sufficient to enable the Company to generate the funds required to make distributions. Anyone investing in the Securities should do so only if they are financially able to sustain the loss of their entire investment and should recognize that such a possibility exists.

As this security is a private transaction, there is currently no public market for the securities being offered herein. These Securities are not publicly registered securities and will have no secondary sale liquidity.

The Company has a limited history of operations upon which an evaluation of the Company’s business and prospects can be based. No assurances can be given that the Company will ever be profitable or generate revenues sufficient to make distributions. This makes evaluating the Company’s business operations and validating its financial projections difficult. In assessing the Company’s prospects, a potential investor must consider the risks and difficulties frequently encountered by early-stage companies. These risks include the Company’s ability to: raise sufficient capital to fund operations, and other general corporate purposes; manage changing and expanding operations; establish and increase awareness of the Company’s brand and strengthen loyalty among prospective customers; implement and successfully execute the Company’s business and marketing strategies; respond effectively to competitive pressures and developments; continue to enhance the Company’s products and services; and attract, retain and motivate qualified personnel. The Company’s failure in any of these areas could adversely affect the Company’s financial condition and results of operation.

Units may be purchased by the affiliates of the Issuer, or by other persons who will receive fees or other compensation or gain dependent upon the success of the Offering. Such purchases may be made at any time and will be counted in determining whether the Minimum Offering Amount has been met for the First Closing of the Offering. Therefore, Investors should not expect that the sale of sufficient Units to reach the Minimum Offering Amount, indicates that such sales have been made to investors who have no financial or other interest in the Offering, or who otherwise are exercising independent investment discretion.

The sale of the Minimum Offering Amount, while necessary to the business operations of the Issuer, is not designed as a protection to investors, or to indicate that their investment decision is shared by other unaffiliated investors. Because there may be substantial purchases by affiliates of the Issuer, or other persons who will receive fees or other compensation or gain dependent upon the success of the Offering, no individual investor should place any reliance on the sale of the specified minimum as an indication of the merits of the Offering. Each investor must make his own investment decision as to the merits of this Offering.

Any substantial decline in the demand for products sold by the Issuer may cause a decline in the market value of Issuer’s product and negatively impact the Issuer’s financial performance.

Success for the Issuer’s business depends, in part, on the quality and safety of the Issuer’s products. If the products are found to be defective or unsafe, or if they otherwise fail to meet customer standards, relationships with customers could suffer. Further, the Issuer’s reputation could be diminished, and the Issuer could lose sales and/or become subject to liability claims, any of which could result in a material adverse effect on the business.

The Issuer’s activities are subject to international, federal, and state laws. The Issuer’s activities are expected to have a variety of regulatory oversight as development proceeds. Development of any of the Issuer’s operations will be dependent on the Issuer satisfying regulatory guidelines and, where required, being approved by governmental authorities. The Issuer intends to conduct their business activities in a compliant manner and in accordance with all applicable laws but may still be subject to accidents or other unforeseen events which may compromise its performance, and which may have adverse financial implications.

The Company competes with others in the industry. Competitors include companies that may have greater financial and other resources than the Company. Additionally, these competitors could use strategies to prevent the Company from achieving its objectives and may gain market share. This may have a material adverse impact on the financial position of the Company

Any negative changes in economic conditions could have a material adverse effect on the Company's business.

Due to the size of the organization, the Issuer has a significant reliance on certain key employees, particularly Mark Hegedus and Amos Beason. If the Issuer is unable to retain key employees it could jeopardize the Issuer’s ability to implement its business plan, its relationships with its customers, and its financial stability.

The Issuer expects to continue to grow its overall operations, and this may strain the Issuer’s resources. Any inability to manage growth effectively would have a material adverse effect on the Issuer’s business.

The Issuer reserves the right to accept or reject any proposed investment at its sole discretion. Subject to this discretion, it intends to accept investments on a “first-come, first-served” basis, with the consequence that Investors will be allocated a portion of the total Offering, based upon the amounts they have committed, in the order in which such commitments have been accepted. The Borrower is not required to accept all commitments tendered to it. There is no assurance, therefore, that your commitment will necessarily be accepted in whole or in part by it should it raise more or less funds than are needed to make its investments.

The financial projections contained in this Offering Summary and any supplements represent the Issuer’s estimated results of operations. The financial projections have been prepared upon the basis of assumptions and estimates which may differ from actual events and/or circumstances.

The Company has not requested and will not request any tax ruling from the IRS regarding the tax consequences of the Company’s activities. Accordingly, there is no certainty as to the tax consequences of participating in the Security. The Company has not sought or obtained a legal opinion with respect to the tax treatment of the offering proceeds or issuance of the Security. Accordingly, Investors are urged to consult your own tax advisor with respect to the federal and state tax consequences arising from participation in this Offering.

There is a possibility that the IRS will audit the Company’s income tax returns. If the Company’s income tax returns are audited, your return might also be audited.

No assurance can be given that the current Congress or any future Congress will not enact federal income tax legislation that could adversely affect the tax consequences of participating in the Offering.

Potential investors should not rely exclusively on one aspect of the security structure when making an investment decision on whether to participate in this Offering.

In addition to the above risks, businesses are often subject to risks not foreseen or fully appreciated by management. Prospective investors reviewing this Offering Summary should keep in mind other possible risks that could be important to the success of their investment in the Securities.