WISE OWL HOLDINGS LLC February 23, 2015 SUMMARY OF INDICATIVE TERMS AND CONDITIONS STRICTLY PRIVATE AND CONFIDENTIAL This Summary of Indicative Terms and Conditions is provided for discussion purposes only and does not constitute a commitment. It does not include descriptions of all of the terms, conditions and other provisions contained in the Subscription Agreement and the Operating Agreement (each, as hereinafter defined) relating to the transactions described herein and is not intended to constitute an agreement or a binding expression of intention. Company: Wise Owl Holdings LLC, a New York limited liability company (the "Company"). Managing Member: JRR-ML LLC (the "Managing Member") an entity owned by Jennie Ripps and Maria Littlefield (the "Founders"). Company's Business: The Company conducts business as a developer, marketer, distributor and seller of tea and tea crafted for cocktails under the "Owl's Brew" and "Brew Lab Tea" trade names and such other trade names as the Company adopts from time to time (the "Company Business"). The Company is a holding company which owns (1) a 99% interest in Ti Beverages, LLC, a New York limited liability company focused predominantly on the "Owl's Bmw" brand and (2) a 99% interest in The Tea Lab, LLC, a New York limited liability company focused on the "Brew Lab Tea" brand (each a "Subsidiary"). Price Per Unit: $1.25 per Unit. The Company's price per Unit is calculated based upon the Company's issued and outstanding ownership Units ("Units") and vested Equity Incentive Units (as hereinafter defined). Pre-Money Valuation: The price per Unit is based upon a $5,000,000 pre-money valuation of the Company. Offering: The Company intends to issue and sell up to 800,000 common Units to a limited number of third parties (each, an "Investor") for the purpose of raising up to $1,000,000 (the "Offering"). In connection with, and as a part of, the Offering, and assuming $500,000 is raised in this Offerin