EX1A-1 UNDR AGMT

PART III: EXHIBITS

Index to Exhibits

Description	Item	Exhibit
Broker-Dealer Services Agreement with FundAmerica Securities LLC	Item 17.1	1A-1
Charters (including amendments)	Item 17.2	1A-2A
Bylaws	Item 17.2	1A-2B
Subscription Agreement	Item 17.4	1A-4
Material Contracts	Item 17.6	1A-6
Escrow Agreement with FundAmerica Securities LLC	Item 17.8	1A-8
Consent of Independent Auditors	Item 17.11	1A-11
Legal Opinion of Kendall Almerico, DiMuroGinsberg	Item 17.12	1A-12
Testing The Waters	Item 17.13	1A-13

EXHIBIT 1A-1

BROKER-DEALER SERVICES AGREEMENT WITH FUNDAMERICA SECURITIES, LLC

1A-1

BROKER-DEALER SERVICES AGREEMENT

This Broker-Dealer Service Agreement ("Agreement") is made and entered into as of May 30, 2016 by and between FundAmerica Securities, LLC, a Delaware limited liability company ("FundAmerica", "us", "our", or "we"), and BrewDog USA Inc. ("Issuer", "you" or "your").

Whereas, FundAmerica is a broker-dealer registered with the Securities and Exchange Commission and a member of the Financial Industry Regulatory Authority ("FINRA") providing capital markets compliance and other services for market participants, including issuers conducting offerings of securities pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). In servicing this market, FundAmerica has created and maintains proprietary tools and technology, negotiated third-party integrations, and has developed operational services, including limited customer service and compliance, to provide certain back-end tools and specific compliance services to issuers raising capital; and,

Whereas, Issuer is undertaking a capital raising effort pursuant to the exemption from registration under Section 401 of the JOBS Act (Regulation A) of up to $50,000,000 (the "Offering"); and,

Whereas, Issuer recognizes the benefit of having FundAmerica, as a regulated market participant, provide certain support services as described herein for proposed investors in its Offering, Issuer desires to retain FundAmerica and FundAmerica desires to be retained by Issuer pursuant to the terms and conditions set forth herein; and,

Now, therefore, in consideration of the mutual promises and covenants contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Retention:

a.	Issuer hereby retains FundAmerica to provide the services set forth in Section 2 (the "Services") below during the Offering period, commencing on the date hereof and until the earlier of the completion or cancellation of the Offering or the termination of this Agreement as provided in Section 8 hereof.
b.	FundAmerica shall serve as the back office service provider for all potential investors in the Offering as requested by the Issuer. However, FundAmerica will not provide services for any investors who are introduced to the Offering by a registered broker-dealer that entered into a selling agreement with Issuer.
c.	Issuer agrees to provide FundAmerica with due diligence information and materials as it reasonably requests and undertakes to update such information and materials throughout the Offering as may be necessary for accuracy.
d.	FundAmerica will not advise Issuer or any prospective investor with respect to the Offering, or the terms and structure thereof, which will be determined solely and exclusively by Issuer and its advisers in meeting its capital needs. Issuer will provide FundAmerica with copies of the Offering materials and disclosures, including the investor subscription agreement and the offering circular. Under no circumstances shall any communication, whether oral or written, be construed or relied on by Issuer as advice from FundAmerica. Issuer acknowledges that FundAmerica is not acting as a placement agent or underwriter for the Offering and has not and will not at any time provide any securities, financing, legal or accounting advice to Issuer. Issuer represents that it will only rely on the advice of its securities counsel, accountants and/or auditors, and any placement agent or underwriter. Further, Issuer acknowledges and understands that FundAmerica will not have any direct communication with investors other than unsolicited contact that will be redirected to Issuer or Issuer’s designees.

2. Services:

a.	FundAmerica Responsibilities - FundAmerica agrees to:
	i.	Accept investor data from Issuer, generally via the FundAmerica Technologies software system, but also via other means as may be established by mutual agreement of the Parties;

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		ii.	Review and process information from potential investors, including but not limited to running reasonable background checks for anti-money laundering ("AML"), IRS tax fraud identification and USA PATRIOT Act purposes, and gather and review responses to customer identification information;
		iii.	Review subscription agreements received from prospective investors to confirm they are complete;
		iv.	Contact Issuer and/or Issuer's designees, if needed, to gather additional information or clarification from prospective investors;
		v.	Provide Issuer with prompt notice about inconsistent, incorrect or otherwise flagged (e.g. for underage or AML reasons) subscriptions;
		vi.	Serve as registered agent where required for state blue sky requirements, but in no circumstance will FundAmerica solicit a securities transaction, recommend the Issuer's securities or provide investment advice to any prospective investor;
		vii.	Transmit data to transfer agent as book-entry data for maintaining Issuer's responsibilities for managing investors (investor relationship management, aka "IRM") and for maintaining future good-delivery and recordkeeping;
		viii.	Keep investor details and data confidential and not disclose to any third-party except Issuer or as is required by law, or in our performance under this Agreement (e.g. as needed for AML); and
		ix.	Transmit any checks received from subscribers to the designated escrow account for the offering by Noon of the next business day after receipt.
	b.	Issuer Responsibilities - Issuer agrees to;
		i.	Refer investor data, at its sole and arbitrary discretion, to FundAmerica;
		ii.	Ensure investors understand they are making a "self-directed" decision, and provide FundAmerica with all information and data required to ascertain whether the investor is eligible to invest in the Offering and the investment threshold, if applicable;
		iii.	Immediately, but not later than within 24 hours, notify FundAmerica with details of any notices, requests, complaints or actions of or by any regulators, law enforcement, investors, trade associations or legal counsel regarding the Offering;
		iv.	Establish an escrow account in compliance with SEC Rule 15c2-4 using the services of an escrow agent and for investor subscription funds to be held in a segregated bank account at and FDIC insured bank pending closing or termination of the Offering;
		v.	Comply with state securities laws and rules; and
		vi.	Not compensate any unregistered person directly or indirectly with any fees, commissions or other consideration based upon the amount, sale of securities or success of an Offering.
	c.	Marketing of Offering - Issuer represents that it will ensure the marketing and promotional activities it engages in, as related to the Offering, are not materially misleading and in compliance with all SEC rules and regulatory guidance, as well as industry best practices. In no event will Issuer or its agents provide "advice" or make securities recommendations to any investor. Issuer will not compensate any person for directly selling securities unless such person is associated with a FINRA member broker-dealer and is appropriately registered with both the SEC and the state(s) in which the investors reside. Issuer may use FundAmerica's name but only to extent set forth in Section 6 of this Agreement.
3. Compensation: For services provided under this Agreement, the terms and payments shall be:
		a.	Broker-Dealer Facilitation Fees: Broker-Dealer facilitation fee for FundAmerica serving as an accommodating broker-dealer in state notice Filings required for the Offering and the provision of the Services of a commission equal to 5% cash on the tranche of capital raised in the Regulation A offering up to the first $10 million raised. After $10 million is raised, the following fees shall be paid:
(a) For all capital raised between $10,000,001 and $15,000,000, a fee of 5.5% cash on this tranche raised in the Regulation A offering,
(b) For all capital raised between $15,000,001 and $20,000,000, a fee of 6% cash on this tranche raised in the Regulation A offering,
(c) For all capital raised between $20,000,001 and $25,000,000, a fee of 6.5% cash on this tranche raised in the

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Regulation A offering,
(d) For all capital raised between $25,000,001 and $30,000,000, a fee of 7% cash on this tranche raised in the Regulation A offering,
(e) For all capital raised between $30,000,001 and $35,000,000, a fee of 7.5% cash on this tranche raised in the Regulation A offering,
(f) For all capital raised between $35,000,001 and $40,000,000, a fee of 8% cash on this tranche raised in the Regulation A offering, and
(g) for all capital raised between $40,000,001 and $50,000,000 a fee of 8% cash on this tranche raised in the Regulation A offering.
Fees may be reduced on a case-by-case basis, or as required in compliance with FINRA rules. For these purposes, an email from FundAmerica to Issuer will constitute sufficient evidence of an alteration of the fees contained in this Agreement. Any alteration to the fees shall not be interpreted to be, or constitute an amendment or general waiver of other terms of this Agreement unless specifically set forth by FundAmerica in writing.
Payment Terms: FundAmerica will charge Administrative service fees directly to Issuer via ACH-debit and Issuer hereby authorizes such payment. Brokerage service fees are due upon the sale of securities to investors and Issuer agrees and directs that they will be paid from the flow of funds upon Closing. The parties shall have the reasonable right to obtain documentation concerning the details of the payments due.
4. Warranties and Representations:
	The Issuer and FundAmerica represent and warrant that each has all requisite power and authority to enter into and carry out the terms and provisions of this Agreement and the execution, delivery and performance of this Agreement does not breach or conflict with any agreement, document or instrument to which it is a party or bound, and further:
		a.	FundAmerica warrants and represents to the Issuer that:
	i.	It is an SEC registered, FINRA member, SIPC insured firm in good standing and licensed to conduct securities business;
	ii.	It is duly registered in states where investors reside;
	iii.	Its personnel who provide services to the Issuer are licensed securities representatives and/or principals, as required by regulations for the business being conducted;
	iv.	It will not compensate any unregistered person with any fees based upon the amount or success of any investment in the Offering;
	v.	It will comply with FINRA Rule 5110 and make any regulatory filings required for the Offering;
	vi.	It will not solicit or sell investors any other services or investment products; and
	vii.	It will not provide any investment advice nor any investment solicitation or recommendations to any investor.
		b.	Issuer warrants and represents to FundAmerica that;
	i.	The offering materials will be complete and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
	ii.	It will duly comply with all state securities ("blue sky") laws and regulations and make all Filings as required.

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6.	Limited License of Trademarks. During the term of this Agreement, Issuer may request to use FundAmerica's name, logo and trademarks on its website and other marketing materials, but FundAmerica must approve in advance the specific uses intended by Issuer. Generally, the use of FundAmerica's name, logo or trademarks is not used in a manner that implies the Offering is endorsed, recommended, or vetted by FundAmerica, or that Issuer or its agents are authorized to act as a securities agent or a representative of FundAmerica. Furthermore, it is agreed that FundAmerica and Issuer each, in perpetuity, have the option to use the name and logo of one another in disclosing the existence of this business relationship.
7.	Independent Contractor. It is agreed that FundAmerica and Issuer are independent contractors for the business and services provided hereunder. Under no circumstances shall this Agreement be deemed to imply or infer that Issuer and FundAmerica have anything other than an arm’s length and independent relationship. Both FundAmerica and Issuer shall be individually responsible and liable for their own respective federal, state, local and other taxes or fees, as well as all costs associated with their businesses. FundAmerica is not a fiduciary of the Issuer or its management or board of directors in regard to any of the Services provided under this Agreement.
8.	Term and Termination: This Agreement is effective beginning on the date set forth above through the completion or cancellation of the Offering unless terminated by either Party pursuant to this Section 8.
	a.	Either Party may terminate their participation in this Agreement without cause by giving 10 days’ notice via email to the other at any time. Such termination shall only affect future business and not apply to transactions or other business conducted prior to the date of termination.
	b.	Either Party may terminate their participation in this Agreement for a material breach of this Agreement immediately by giving notice via email to the other at any time. Such termination shall only affect future business and not apply to transactions or other business conducted prior to the date of termination. The nonbreaching Party has the sole discretion to grant a period to cure by giving notice via email of the time period for such cure. However, the grant of a cure period does not waive any indemnification or rights of the nonbreaching Party to pursue all remedies.
	c.	In the event of any termination, the responsibilities of each party detailed in Section 2 shall cease.
9.	Mutual Indemnification: The Parties hereby agree as follows:
	a.	To the fullest extent permitted by applicable law, the Issuer will indemnify FundAmerica and its affiliates, stockholders, directors, officers, employees and controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1940, as amended) against all losses, claims, damages, expenses and liabilities, as the same are incurred (including the reasonable fees and expenses of counsel), relating to or arising out of its activities hereunder or pursuant to this engagement letter, except to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) are found in a final judgment (not subject to appeal) by a court of law to have resulted primarily and directly from FundAmerica's willful misconduct or gross negligence in performing the services described herein. Issuer and FundAmerica agree that this clause shall not require Issuer to indemnify FundAmerica if the basis of the claim for indemnification comes from FundAmerica’s sole actions that result in a claim against FundAmerica by FINRA.
	b.	Promptly after receipt by FundAmerica of notice of any claim or the commencement of any action or proceeding with respect to which FundAmerica is entitled to indemnity hereunder, FundAmerica will notify the Issuer in writing of such claim or of the commencement of such action or proceeding, and the Issuer will assume the defense of such action or proceeding and will employ counsel reasonably satisfactoiy to FundAmerica and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, FundAmerica will be entitled to employ counsel separate from counsel for the Issuer and from any other party in such action if counsel for FundAmerica reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Issuer and FundAmerica. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Issuer, in addition to local counsel. The Issuer will have the exclusive right to settle the claim or proceeding provided that the Issuer will not settle any such claim, action or proceeding without the prior written consent of FundAmerica, which will not be unreasonably withheld.

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	c.	The Issuer agrees to notify FundAmerica promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to a transaction contemplated by this engagement letter.
	d.	If for any reason the foregoing indemnity is unavailable to FundAmerica or insufficient to hold FundAmerica harmless, then the Issuer shall contribute to the amount paid or payable by FundAmerica as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Issuer on the one hand and FundAmerica on the other, but also the relative fault of the Issuer on the one hand and FundAmerica on the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, FundAmerica's share of the liability hereunder shall not be in excess of the amount of fees actually received, or to be received, by FundAmerica under this engagement letter (excluding any amounts received as reimbursement of expenses incurred by FundAmerica).
10.	Certain Placement Procedures. On or prior to the date the securities are made available for purchase by subscribers and on each closing date for the purchase and sale of the securities to subscribers in the Offering (the "Closing Date"), FundAmerica shall have obtained from the Company the following:
	a.	Comfort Letter from the Company’s auditor named in the offering circular addressed to FundAmerica in form and substance satisfactory in all respects to FundAmerica Securities.
	b.	Officers’ Certificate signed by the Chairman of the Board or the Chief Executive Officer and the Secretary of the Company (in their capacities as such] to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company, that the representations and warranties of the Company set forth herein and the disclosure provided in the offering materials are true and correct.
	c.	Secretary's Certificate signed by the Secretary or Assistant Secretary of the Company, respectively, certifying (i] that the Certificate of Incorporation and Bylaws, as amended of the Company are true and complete, have not been modified and are in full force and effect, (ii] that the resolutions of the Company's Board of Directors relating to the public offering contemplated by this Agreement are in full force and effect and have not been modified, (iii] as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission, and (iv] as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
	d.	Negative assurance statement from legal counsel with respect to offering customarily provided in public offerings addressed to FundAmerica Securities in form and substance satisfactory to FundAmerica.
11.	Confidentiality and Mutual Non-Disclosure: It is acknowledged that in the performance of this Agreement each party may become aware of and/or in possession of confidential, non-public information of the other party. Except as necessary in this Agreement’s performance, or as authorized in writing by a Party or by law, the Parties (and their affiliated persons] shall not disclose or make use of such non-public information. Nothing contained herein shall be construed to prohibit the SEC, FINRA, or other government official or entities from obtaining, reviewing, and auditing any information, records, or data. Issuer acknowledges that regulatory record-keeping requirements, as well as securities industry best practices, require FundAmerica to maintain copies of practically all data, including communications and Offering materials, regardless of any termination of this Agreement. Notwithstanding the foregoing, information which is, or was, in the public domain (including having been published on the internet] is not subject to this section.
12.	Notices: All notices given pursuant to this Agreement shall be in writing and sent via email to:
		FundAmerica Securities: jonathan@fundamericasecurities.com Issuer: nas@brewdog.com with a copy to kalmerico@dimuro.com

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13.	Binding Arbitration, Applicable Law and Venue, Attorneys Fees: This Agreement is governed by, and will be interpreted and enforced in accordance with the regulations of the SEC and FINRA, and laws of the State of New York, without regard to principles of conflict of laws. Any claim or dispute arising under this Agreement may only be brought in arbitration, pursuant to the rules of the Financial Industry Regulatory Authority ("FINRA"), with venue in New York City, New York. Each of the parties hereby consents to this method of dispute resolution, as well as jurisdiction, and waives any right it may have to object to either the method, venue or jurisdiction for such claim or dispute. Any award an arbitrator makes will be final and binding on all parties and judgment on it may be entered in any court having jurisdiction. Furthermore, the prevailing party shall be entitled to recover damages plus reasonable attorney's fees.
14.	Entire Agreement, Amendment, Severability and Force Majeure: This Agreement contains the entire agreement between Issuer and FundAmerica regarding this Agreement. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. Furthermore, no party shall be responsible for any failure to perform due to acts beyond its reasonable control, including acts of regulators, acts of God, terrorism, shortage of supply, labor difficulties (including strikes), war, civil unrest, fire, floods, electrical outages, equipment or transmission failures, internet interruptions, vendor failures (including information technology providers), or other similar causes. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement must be amended in writing.
15.	Counterparts; Facsimile. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which, taken together, will constitute one and the same instrument, binding on each signatory thereto. This Agreement may be executed by signatures, electronically or otherwise, delivered by facsimile or email, and a copy hereof that is properly executed and delivered by a party will be binding upon that party to the same extent as an original executed version hereof.

IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date set forth above.

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EX1A-4 SUBS AGMT

EXHIBIT 1A-4

FORM OF SUBSCRIPTION AGREEMENT

SUBSCRIPTION AGREEMENT

Name of Investor:
Jamers Watt, Chief Executive Officer Brew Dog USA, Inc.
65 East State Street, Suite 1800
Columbus, OH 43215

Re: BrewDog USA Inc. - 1,052,632 Shares of Common Stock (the "Shares")

Gentlemen:

1.Subscription. The undersigned hereby tenders this subscription and applies to purchase the number of Shares in BrewDog USA Inc., a Delaware limited liability company (the "Company") indicated below, pursuant to the terms of this Subscription Agreement. The purchase price of each Share is Forty Seven Dollars and Fifty Cents ($47.50) payable in cash in full upon subscription. The undersigned further sets forth statements upon which you may rely to determine the suitability of the undersigned to purchase the Shares. The undersigned understands that the Shares are being offered pursuant to the Offering Circular filed with the Securities and Exchange Commission and its exhibits (the "Offering Circular"). In connection with this subscription, the undersigned represents and warrants that the personal, business and financial information provided to the Company along with this Subscription Agreement or through the website www.BankRoll.Ventures, is complete and accurate, and presents a true statement of the undersigned's financial condition.

2.Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings:

(i)The undersigned has received a copy of the Offering Circular, has reviewed it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment.

(ii)The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned's investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned's investment, and to make an informed decision relating thereto.

(iii)The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his investment. The

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undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular are mere estimates and may not reflect the actual results of the Company's operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company's discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment.

(iv)The undersigned understands that the Shares are not being registered under the Securities Act of 1933, as amended (the "1933 Act") on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned's representations and warranties, and those of the other purchasers of Shares.

(v)The undersigned understands that the Shares are not being registered under the securities laws of certain states on the basis that the issuance thereof is exempt as an offer and sale not involving a registerable public offering in such state, since the Shares are "covered securities" under the National Securities Market Improvement Act of 1996. The undersigned understands that reliance on such exemptions is predicated in part on the truth and accuracy of the undersigned's representations and warranties and those of other purchasers of Shares. The undersigned covenants not to sell, transfer or otherwise dispose of a Share unless such Share has been registered under the applicable state securities laws, or an exemption from registration is available.

(vi)The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned's net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an "accredited investor," as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an "accredited investor."

(vii)The undersigned has no need for any liquidity in his investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Shares and a public market for the Shares may not develop; (b) it may not be possible to liquidate the investment readily; and (c) the Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available.

(viii)All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Shares have been made within the state indicated below his signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state.

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(ix)The undersigned has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors with respect to the Shares subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity.

(x)The undersigned agrees not to transfer or assign this subscription or any interest therein.

(xi)The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription.

(xii)If the undersigned is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the Shares. This Subscription Agreement and all other documents executed in connection with this subscription for Shares are valid, binding and enforceable agreements of the undersigned.

(xiii)The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor.

3.Escrow arrangements. Payment for the Shares shall be received by FundAmerica Securities, LLC (the “Escrow Agent”) from the undersigned by transfer of immediately available funds or other means approved by the Company at least two days prior to the applicable closing, in the amount as set forth on the signature page hereto. Upon such closing, the Escrow Agent shall release such funds to the Company.

4.Issuer-Directed Offering; No Underwriter. The undersigned understands that the offering is being conducted by the Company directly (issuer-directed) and the Company has not engaged a selling agent such as an underwriter or placement agent. The undersigned acknowledges and agrees that FundAmerica Securities, LLC has been engaged to serve as an accommodating broker-dealer and to provide certain technology, transaction facilitation and escrow services. FundAmerica Securities, LLC is not participating as an underwriter. The undersigned acknowledges that FundAmerica Securities LLC has neither solicited your investment in the Company, recommended the Shares, provided any advice, including investment advice, nor is FundAmerica Securities, LLC distributing the Offering Circular or making any oral representations concerning the offering. FundAmerica Securities LLC has not and will not conduct extensive due diligence of this offering and the undersigned should not rely on FundAmerica Securities LLC’s involvement in this offering as any basis for a belief that it has done extensive due diligence.

5.Foreign Investors. If the undersigned is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the undersigned hereby

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represents that he or she has satisfied himself or herself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. The undersigned’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the the undersigned’s jurisdiction.

6.Valuation. The undersigned acknowledges that the price of the Shares was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value. The undersigned further acknowledges that future offerings of securities by the Company may be made at lower valuations, with the result that the undersigned’s investment will bear a lower valuation.

7.Indemnification. The undersigned hereby agrees to indemnify and hold harmless the Company and all of its affiliates, attorneys, accountants, employees, officers, directors, broker- dealers, placement agents, Shareholders and other agents from any liability, claims, costs, damages, losses or expenses incurred or sustained by them as a result of the undersigned's representations and warranties herein or made through www.BankRoll.Ventures or otherwise being untrue or inaccurate, or because of a breach of this agreement by the undersigned. The undersigned hereby further agrees that the provisions of Section 3 of this Subscription Agreement will survive the sale, transfer or any attempted sale or transfer of all or any portion of the Shares. The undersigned hereby grants to the Company the right to setoff against any amounts payable by the Company to the undersigned, for whatever reason, of any and all damages, costs and expenses (including, but not limited to, reasonable attorney's fees) which are incurred by the Company or any of its affiliates as a result of matters for which the Company is indemnified pursuant to Section 3 of this Subscription Agreement.

8.Taxpayer Identification Number/Backup Withholding Certification. Unless a subscriber indicates to the contrary on the Subscription Agreement, he, she or it will certify that his taxpayer identification number is correct and, if not a corporation, IRA, Keogh, or Qualified Trust (as to which there would be no withholding), he is not subject to backup withholding on interest or dividends. If the subscriber does not provide a taxpayer identification number certified to be correct or does not make the certification that the subscriber is not subject to backup withholding, then the subscriber may be subject to twenty-eight percent (28%) withholding on interest or dividends paid to the holder of the Shares.

9.Governing Law. This Subscription Agreement will be governed by and construed in accordance with the laws of the State of Ohio. The venue for any legal action under this Agreement will be in the proper forum in the County of Franklin, State of Ohio.

10.Acknowledgement of Risks Factors. The undersigned has carefully reviewed and thoroughly understands the risks associated with an investment in the Shares as described in the Offering Circular. The undersigned acknowledges that this investment entails significant risks.

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The undersigned has (have) executed this Subscription Agreement on this _______ day of ____________, 20_____, at ______________.

SUBSCRIBER

_____________________________________
Signature

_____________________________________
(Print Name of Subscriber)

_____________________________________
(Street Address)

_____________________________________
(City, State and Zip Code)

_____________________________________
(Social Security or Tax Identification Number)

Number of Shares ____________

Dollar Amount of Shares (At $47.50 per Share) ___________________________

SUBSCRIPTION ACCEPTED:

_____________________________________ DATE: _____________________

Brew Dog USA, Inc.
By: James Watt
Chief Executive Officer

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EX1A-8 ESCW AGMT

EXHIBIT 1A-8

ESCROW AGREEMENT WITH FUNDAMERICA SECURITIES LLC

ESCROW SERVICES AGREEMENT

This Escrow Services Agreement (this "Agreement") is made and entered into as of June 6, 2016 by and between FundAmerica Securities, LLC ("FundAmerica Securities" or "Escrow Agent"), a Delaware limited liability company, and BrewDog USA Inc., a Delaware Corporation ("Issuer").

RECITALS

WHEREAS, Issuer proposes to offer for sale to investors as disclosed in its offering circular on Form 1-A (the "Offering") pursuant to Section 401 of the JOBS Act (Regulation A) promulgated by the U.S. Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended (the "Securities Act"), or another federal or state exemption from registration, either directly (issuer-direct) and/or through one or more registered broker-dealers (selling group), Common Stock (the "Securities") of the Issuer in the amount of up to $50,000,000 (the "Maximum Amount of the Offering").

WHEREAS, Issuer desires to establish an Escrow Account (as defined below)  in  which  funds received from prospective investors ("Subscribers") will be held during the Offering, subject to the terms and conditions of this Agreement. FundAmerica Securities agrees to serve as Escrow Agent for the Subscribers with respect to such Escrow Account, pursuant to SEC Rule 15c2-4, and in accordance with the terms and conditions set forth herein to be held at a FDIC insured bank (the  "Bank")  in  a  segregated  account  as described herein.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, it is hereby agreed as follows:

1. Establishment of Escrow Account. Prior to Issuer initiating the Offering and prior to the receipt of the first investor funds, the Escrow Agent shall establish an account at the Bank entitled "FundAmerica Securities LLC as Agent for BrewDog USA Inc. Escrow Account" (the "Escrow Account"). The Escrow Account shall be a segregated, deposit account at the Bank. All parties agree to maintain the Escrow Account and escrowed funds in a manner that is compliant with SEC Rules 10b-9 and 15c2-4, promulgated under the Securities Exchange Act of 1934, as amended.

2. Escrow Period. The period in which funds shall be held in escrow (the "Escrow Period") shall begin with the commencement of the Offering and shall terminate in whole or in part upon the first to occur of the following:

a.	The date upon which subscription amounts for the Maximum Amount of the Offering required to be sold have been deposited and cleared in the Escrow Account and the Issuer has instructed the closing on those funds; or
b.	December 6, 2016, or whatever date the Regulation A offering closes based upon the Form 1-A qualified by the Securities and Exchange Commission, unless extended by the Issuer by up to one hundred eighty (180) days by written instruction to the Escrow Agent by the Chief Executive Officer of the Issuer; or
c.	The date upon which a determination is made by Issuer and/or its authorized representatives to terminate the Offering.

During the Escrow Period, the parties agree that (i) Escrow Account and escrowed funds will be held for the benefit of the Subscribers, and that (ii) the Issuer is not entitled to any funds received into escrow, and that

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no amounts deposited into the Escrow Account shall become the property of Issuer or any other entity, or be subject to any debts, liens or encumbrances of any kind of Issuer or any other entity. In addition, Issuer and Escrow Agent acknowledge that the total funds raised cannot exceed the Maximum Amount of the Offering permitted by the offering circular. Issuer represents that no funds have yet been raised for Issuer in the Offering and that all funds to be raised for the Offering will be deposited in the Escrow Account established by FundAmerica Securities at the Bank.

3. Deposits into the Escrow Account. All Subscribers will be instructed by Issuer or its agents to transfer funds by wire or ACH directly into the Escrow Account or deliver checks made payable to "FundAmerica Securities as Agent for BrewDog USA Inc. Escrow Account" for prompt deposit into the Escrow Account. All monies so deposited in the Escrow Account and which have cleared the banking system are hereinafter referred to as the "Escrow Amount." The Escrow Agent shall transmit all such checks to the Bank for deposit no later than the following day after receipt. Escrow Agent shall cause the Bank to process all Escrow Amounts for collection through the banking system and shall maintain an accounting of each deposit posted to its ledger, which also sets forth, among other things, each Subscriber's name and address, the quantity of Securities purchased, and the amount paid.

Any check payable other than to the Escrow Account as required hereby shall be returned promptly to the prospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Issuer, and such check shall be deemed not to have been delivered to the Escrow Account pursuant to the terms of this Agreement. Issuer or its agents shall promptly, concurrent with any new or modified subscription, provide Escrow Agent with a copy of the Subscriber's signed subscription agreement and other information as may be reasonably requested by Escrow Agent in the performance of its duties under this Agreement. As required by government regulations pertaining to the US Treasury, Homeland Security, the Internal Revenue Service and the U.S. Securities and Exchange Commission, federal law requires financial institutions to obtain, reasonably verify and record information that identifies each person (natural person or legal entity, including its authorized persons) who funds and executes securities transactions. Information requested of the Issuer and Subscribers will be typical information requested in the gathering and verification guidelines and best practices promulgated by anti-money laundering ("AML") rules and regulations and those regulatory agencies that enforce them.

Escrow Agent is under no duty or responsibility to enforce collection of any wire, check, or ACH delivered to it hereunder. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with securities industry laws, rules, regulations or best practices. Escrow Agent may at any time reject or return funds to any Subscriber (i) that do not clear background checks (anti-money laundering, USA PATRIOT Act, social security number issues, etc.) to the satisfaction of Escrow Agent, in its sole and absolute discretion, or, (ii) for which Escrow Agent determines, in its sole discretion, that it would be improper or unlawful for Escrow Agent to accept or hold the applicable Subscriber's funds, as Escrow Agent, due to, among other possible issues, issues with the Subscriber or the source of the Subscriber's funds. Escrow Agent shall promptly inform Issuer of any such return or rejection.

4. Disbursements from the Escrow Account. In the event Escrow Agent does not receive written instructions from the Issuer to release funds from Escrow on or prior to the termination of the Escrow Period, Escrow Agent shall terminate Escrow and make a full and prompt return of funds so that refunds are made to each Subscriber in the exact amount received from said Subscriber, without deduction, penalty, or expense to Subscriber. In the event Escrow Agent receives a written instruction from Issuer (generally via notification in the application programming interface ("API")), Escrow Agent shall, pursuant to those instructions, distribute funds from such Escrow Amount pursuant to the instructions of Issuer. Issuer acknowledges that there is a 24-hour (one business day) processing time once a request has been received to break Escrow. Issuer's written instructions to Escrow Agent shall certify that all conditions set forth in the Offering

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Statement for release of funds have been met for a closing of the Offering and include a schedule of deductions from the Escrow Account for any broker fees and other funds for management and offering and selling expenses from the gross proceeds of the Escrow Account prior to remitting such funds, if and when due, to Issuer. Issuer hereby authorizes Escrow Agent to deduct broker fees and other funds for management and offering and selling expenses from the gross proceeds of the Escrow Account prior to remitting such funds, if and when due, to Issuer. Escrow Agent is hereby directed to remit such funds directly to the broker(s) and other parties, if any, to which they are due. Net proceeds (meaning gross proceeds less amounts remitted to brokers and other parties, and interest earned or accumulated in the Escrow Account) will then be remitted to Issuer as described above. Furthermore, Issuer directs Escrow Agent to accept instructions regarding fees from any registered securities broker in the syndicate, if any.

5. Collection Procedure. Escrow Agent is hereby authorized, upon receipt of Subscriber funds not transmitted directly into the Escrow Account, to promptly deposit them in the Escrow Account. Any Subscriber funds which fail to clear or are subsequently reversed, including but not limited to ACH chargebacks and wire recalls, shall be debited to the Escrow Account, with such debits reflected on the escrow ledger. Any and all fees paid by Issuer for funds receipt and processing are non-refundable, regardless of whether ultimately cleared, failed, rescinded, returned or recalled. In the event of any Subscriber refunds, returns or recalls after funds have already been remitted to Issuer, then Issuer hereby irrevocably agrees to immediately and without delay or dispute send equivalent funds to Escrow Agent to cover the refund, return or recall. Issuer will address directly with said Subscriber any disputes, including taking whatever actions Issuer determines appropriate, but Issuer shall not involve Escrow Agent in any such disputes.

6. Investment of Escrow Amount. Escrow Agent may, at its discretion, invest any or all of the Escrow account balance as permitted under SEC Rule 15c2-4. This generally means short term investments in: (1) bank accounts, (2) bank money-market accounts, (3) short term certificates of deposit issued by a bank, and/or (4) short-term securities issued or guaranteed by the U S Government. Interest accumulated on the balances is the property of Escrow Agent as part of its Escrow Administration Fee.

7. Escrow Administration Fees, Compensation of Escrow Agent. Issuer shall pay the Escrow Agent certain escrow administration fees ("Administration Fees") as following: (i) $225.00 escrow account set up fee, (ii) $25.00 per month escrow account fee, (iii) applicable fees for fund transfers and accounting as follows: Inbound and outbound funds fees - $0.50 per ACH transfer, $15.00 per domestic wire transfer, $10.00 per check and $2.50 per investor (one time accounting fee upon receipt of funds); (iv) AML review fee of $2.00 for each domestic investor or $5.00 - $60.00 for all other international investors depending on domicile, (v) $20.00 processing fee for each AML and fund transfer exception, if any, and (vi) $45.00 for each bad actor check (per entity, issuer and each associated person). The Administration Fees shall not exceed a maximum of $170,000.00. Issuer is liable to Escrow Agent to pay and agrees to pay Escrow Agent, even under circumstances where Issuer has entered an agreement that said fees are to be paid by a funding platform, lead syndicate broker or another representative of Issuer. All fees are charged immediately, and are not contingent in any way on the success or failure of the Offering. Furthermore, Escrow Agent is exclusively entitled to retain as part of its compensation, any and all investment interest, gains and other income earned pursuant to item 6 above. No fees, charges or expense reimbursements of Escrow Agent are reimbursable, and are not subject to pro-rata analysis. All fees and charges, if not paid by a representative of Issuer (e.g. funding platform, lead syndicate broker, etc.), may be made via either the Issuer's credit card or ACH information on file with FundAmerica Securities. It is acknowledged and agreed that no fees, reimbursement for costs and expenses, indemnification for any damages incurred by the Issuer or the Escrow Agent shall be paid out of or chargeable to the investor funds on deposit in the Escrow Account.

8. Term and Termination. This Agreement will remain in full force during the Escrow Period. Even Term and Termination. This Agreement will remain in full force during the Escrow Period. Even after this Agreement is terminated, certain provisions will remain in effect, including, but not limited to, items 3, 4, 5, 9, 10 and 12 of this Agreement.

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9. Binding Arbitration, Applicable Law and Venue, Attorneys Fees. The parties agree that this Agreement is governed by, and will be interpreted and enforced in accordance with, the laws of the State of New York, without regard to principles of conflict of laws. Any claim or dispute arising under this Agreement may only be brought in arbitration, pursuant to the rules of the Financial Industry Regulatory Authority ("FINRA"), with venue in the city of New York, New York State. Each of the parties hereby consents to this method of dispute resolution, as well as jurisdiction, and consent to this being a convenient forum for any such claim or dispute and waives any right it may have to object to either the method, venue or jurisdiction for such claim or dispute. Any award an arbitrator makes will be final and binding on all parties and judgment on it may be entered in any court having jurisdiction. Furthermore, the prevailing party shall be entitled to recover damages plus reasonable attorney's fees.

10. Liability and Indemnity. The Escrow Agent shall not be liable for any action taken or omitted hereunder, or for the misconduct of any employee, agent or attorney appointed by it, except in the case of willful misconduct or gross negligence. The Escrow Agent shall have no responsibility at any time to ascertain whether or not any security interest exists in the Escrow Amounts or any part thereof or to file any financing statement under the Uniform Commercial Code with respect to any part thereof. You agree to defend, indemnify and hold FundAmerica Securities and its affiliates (including FundAmerica Technologies, LLC), directors, employees, service providers, advertisers, officers, agents, and partners and third-party service providers, including Bank or other FDIC member bank, harmless from any loss, liability, claim, or demand, including reasonable attorney's fees, made by any third party due to or arising out of this Agreement and/or arising from a breach of any provision in this Agreement, except in the case of willful misconduct or gross negligence. This defense and indemnification obligation will survive termination of this Agreement. FundAmerica Securities reserves the right to assume, at its sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to reasonably cooperate with FundAmerica Securities in the defense of any such claim, action, settlement or compromise negotiations, as requested by FundAmerica Securities.

11. Entire Agreement, Severability and Force Majeure. This Agreement contains the entire agreement between Issuer and FundAmerica Securities regarding the Escrow Account. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. Furthermore, no party shall be responsible for any failure to perform due to acts beyond its reasonable control, including acts of God, terrorism, shortage of supply, labor difficulties (including strikes), war, civil unrest, fire, floods, electrical outages, equipment or transmission failures, internet interruptions, vendor failures (including information technology providers), or other similar causes.

12. Changes. Escrow Agent may, at its sole discretion, comply with any new, changed, or reinterpreted regulatory or legal rules, laws or regulations, and any interpretations thereof, and without necessity of notice, to modify either this Agreement and/or the Escrow Account to comply or conform to such changes or interpretations. Escrow Agent will notify Issuer of material changes as soon as practicable. Furthermore, all parties agree that this Agreement shall continue in full force and be valid, unchanged and binding upon any successors of FundAmerica Securities. Changes to this Agreement will be sent to you via email.

13. Notices. Any notice to Escrow Agent is to be sent to escrow@fundamericasecurities.com. Any notices to Issuer will be to nas@brewdog.com with a copy to kalmerico@dimuro.com.

14. Language. It is expressly agreed that it is the will of all parties, including Escrow Agent and Issuer that this Agreement and all related pages, forms, emails, alerts and other communications have been drawn up and/or presented in English.

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15. Electronic Signature and Communications Notice and Consent. Digital (electronic) signatures, often referred to as an e-signature, enable paperless contracts and help speed up business transactions. The 2001 E-Sign Act was meant to ease the adoption of electronic signatures. The mechanics of this Agreements electronic signature include your signing this Agreement below by typing in your name, with the underlying software recording your IP address, your browser identification, the timestamp, and a securities hash within an SSL encrypted environment. This electronically signed Agreement will be available to both Issuer and Escrow Agent, as well as any associated bankers, brokers and platforms so they can access and copy it at any time, and it will be stored and accessible on the FundAmerica Securities Service. Issuer and Escrow Agent hereby consent and agree that electronically signing this Agreement constitutes Issuers signature, acceptance and agreement as if actually signed by Issuer in writing. Further, all parties agree that no certification authority or other third party verification is necessary to validate any electronic signature; and that the lack of such certification or third party verification will not in any way affect the enforceability of your signature or resulting contract between Issuer and Escrow Agent. You understand and agree that your e-signature executed in conjunction with the electronic submission of this Agreement shall be legally binding and such transaction shall be considered authorized by you. Issuer agrees that its electronic signature is the legal equivalent of its manual signature on this Agreement consenting to be legally bound by this Agreements terms and conditions. Furthermore, Issuer and Escrow Agent hereby agree that all current and future notices, confirmations and other communications regarding this Escrow Services Agreement specifically, and future communications in general between the parties, may be made by email, sent to the email address of record as set forth in Section 13 above, or as otherwise from time to time is changed or updated and disclosed to the other party, without necessity of confirmation of receipt, delivery or reading, and such form of electronic communication is sufficient for all matters regarding the relationship between the parties. If any such electronically sent communication fails to be received for any reason, including but not limited to such communications being diverted to the recipient's spam filters by the recipients email service provider, or due to a recipients change of address, or due to technology issues by the recipients service provider, the parties agree that the burden of such failure to receive is on the recipient and not the sender, and that the sender is under no obligation to resend communications via any other means, including but not limited to postal service or overnight courier, and that such communications shall for all purposes, including legal and regulatory, be deemed to have been delivered and received. No physical, paper documents will be sent to Issuer, and if you desire physical documents then you agree to be satisfied by directly and personally printing, at your own expense, the electronically sent communication(s) and maintaining such physical records in any manner or form that you desire.

16. Counterparts. This Agreement may be executed in several counterparts or by separate instruments and by email transmission and all of such counterparts and instruments shall constitute one agreement, binding on all of the parties hereto.

17. Substitute Form W9: Taxpayer Identification Number certification and backup withholding statement.

PRIVACY ACT STATEMENT: Section 6109 of the Internal Revenue Code requires the Issuer to provide FundAmerica Securities with your correct Taxpayer Identification Number (TIN).
Name of Business: BrewDog USA Inc. Tax Identification Number: 47-4320975
Under penalty of perjury, by signing this Agreement below I certify that: 1) the number shown above is our correct business taxpayer identification number; 2) our business is not subject to backup withholding unless we have informed FundAmerica in writing to the contrary; and 3) our Company is a U.S. domiciled business.

Your Consent is Hereby Given: By signing this Agreement, Issuer explicitly agrees to receive documents electronically including its copy of this signed Agreement as well as ongoing disclosures, communications and notices.

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Agreed as of the date set forth above by and between:

BrewDog USA Inc.

By:______________________________

Name: Neil Simpson

Title: CFO

FundAmerica Securities, LLC

By:______________________________

Name: Jonathan Self

Title: President

EX1A-11 CONSENT

EXHIBIT 1A-11

CONSENT OF INDEPENDENT AUDITORS

1A-11

Acknowledgement of Independent Registered Public Accounting Firm

We agree to the inclusion in this Regulation A Offering Circular, in Amendment No. 4 to the Registration Statement (Form I-A/A) of our report dated March I, 2016, with respect to the consolidated financial statements of Brewdog USA Inc. as of December 31, 2015 and for the period from April 22, 2015 (inception) to December 31, 2015, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Columbus, OH
June 6, 2016

.

EX1A-6 MAT CTRCT

EXHIBIT 1A-6

MATERIAL CONTRACTS

1A-6

AGREEMENT OF PURCHASE AND SALE

THIS AGREEMENT OF PURCHASE AND SALE (this "Agreement") is made between TS Trim Industries Inc., an Ohio for profit corporation, whose address is 6380 West Canal Street, Canal Winchester, OH 43110-9640 (the "Seller") and BrewDog Columbus LLC, an Ohio limited liability company, whose address is 65 E. State Street, Suite 1800, Columbus, OH 43215 (the "Purchaser").

WITNESSETH:

This Agreement is based upon the following recitals:

A. Seller is the owner of certain real estate located on Gender Road in Franklin County, Ohio, known as Franklin County, Ohio, Auditor's Parcel Identification Number 184- 000855-00 (the "Property" as said term is hereinafter more specifically defined) as more particularly described on Exhibit A attached hereto and made a part hereof.

B. Seller has agreed to sell and Purchaser has agreed to purchase the Property upon the terms and conditions herein set forth,

C. The execution and delivery of this Agreement by the Purchaser shall constitute Purchaser's offer to the Seller to acquire the Property upon the terms and conditions herein set forth. Upon the execution of this Agreement by Seller and Purchaser hereof, the later of the signature dates shall be referred to herein as the "Effective Date". Unless the Seller executes this Agreement and returns a fully executed original version to the Purchaser within five (5) days following execution by the Purchaser, the Purchaser's offer shall be automatically revoked.

NOW, THEREFORE, the parties in consideration for the mutual covenants herein agree as follows:

ARTICLE 1

PROPERTY

As used herein, the term "Property*' shall be deemed to include:

1.1 The real estate and all buildings and improvements, if any, located thereon containing approximately 51.165 acres, more or less as depicted on the Survey (defined in Section 6.2 herein), together with all easements, air, mineral and riparian rights, if any, and all tenements, hereditaments, privileges and appurtenances thereto belonging or in any way appertaining thereto (the "Real Estate");

1.2 Land, if any, lying in the bed of any street, road or avenue, open or proposed, at the foot of or adjoining the Real Estate to the center line thereof (the "Land");

1.3 Any pending or future award made in condemnation or to be made in lieu thereof, and any unpaid award for damage to the Property by reason of change of grade of streets; and

1.4 The use of appurtenant easements, whether or not of record, strips and rights-of- way abutting, adjacent, contiguous, or adjoining the Property.

ARTICLE 2

PURCHASE PRICE

2.1 Seller agrees to sell and Purchaser agrees to purchase the Property pursuant to the terms and conditions contained in this Agreement, The total purchase price for the Property shall be the sum of One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000) (the "Purchase Price").

The Purchase Price shall be paid as follows:

At the Closing (as defined herein), Purchaser shall pay, or cause to be paid to Seller the Purchase Price (less the application of the Earnest Money, as defined hereafter) in cash or certified check or federal wire transfer, plus or minus the agreed upon closing adjustments and prorations set forth herein.

ARTICLE 3

REAL ESTATE COMMISSION

3.1 Seller represents and warrants that Seller has not dealt with any broker or other finder other than CBRE (the "Seller's Broker") in connection with the sale to Purchaser of the Property. Purchaser represents and warrants that Purchaser has not dealt with any broker or other finder other than Dietz Commercial, LLC (the "Purchaser's Broker" and together with Seller's Broker, collectively, the "Brokers") in connection with its purchase of the Property. Seller agrees that it shall be solely responsible for the real estate commission due Seller's Broker in the amount of six percent (6%) of the Purchase Price, and Seller and Purchaser acknowledge and agree that Seiler's Broker shall cooperate with, and split said real estate commission with Purchaser's Broker in the amount of three percent (3%) at Closing.

3.2 Each party agrees to indemnify and hold the other harmless from and against any and all claims, loss, liability, damage, costs and expenses (including reasonable attorneys' fees) that the other party may suffer as a result of any claim brought by Seller's Broker, Purchaser's Broker or any other finder with whom either party may have dealt in connection with this transaction, other than the Brokers, claiming a commission, fee or other compensation.

ARTICLE 4

EARNEST MONEY

4.1 Within two (2) days after the Effective Date, Purchaser shall deliver to Coventry Title Agency, Inc. (the "Escrow Agent") an earnest money deposit in the sum of Fifty Thousand and 00/100 Dollars ($50,000.00) (the "Earnest Money") to be held in escrow by the Escrow Agent until completion of the transaction described herein or as otherwise set forth herein.

4.2 In the event that the transaction contemplated hereby is consummated in accordance with the terms and conditions hereof, the Escrow Agent shall deliver the Earnest Money which shall include any additional deposits to the Escrow Agent to extend the Inspection Period, as defined below, if applicable, to Seller for application against the Purchase Price due on Closing. In the event that the transaction contemplated hereby is not so consummated, the Escrow Agent shall apply the Earnest Money as set forth elsewhere herein.

4.3 The Escrow Agent shall deposit the Earnest Money in an escrow account in an interest-bearing form. Any reference in this Agreement to Earnest Money shall be deemed to include any interest earned thereon.

ARTICLE 5

INSPECTION OF PROPERTY

5.1 Purchaser shall have ninety (90) days following the Effective Date (the "Initial Inspection Period") to inspect or cause to be inspected the physical condition of the Property, access to which shall be granted to Purchaser and/or Purchaser's consultants at all reasonable times with no less than twenty-four (24) hours' prior notice provided to Seller and with Seller accompanying Purchaser or Purchaser's consultant, at Seller's sole discretion, during each entry onto the Property during the Inspection Period by Purchaser or Purchaser's consultants. Such inspections under this Section 5.1 may include, without limitation, environmental conditions, taking and analyzing soil borings and samples of groundwater and surface water, title and Survey (as further provided in Section 6 herein), siting, access, traffic patterns, competition, financing, economic feasibility, platting, zoning, matters involving governmental cooperation and any other testing reasonably required to determine the load bearing capacity and environmental condition of the Property. Purchaser may conduct all reasonable inspections as set forth herein, provided, however, Purchaser shall return the Property to its original condition immediately after such inspections or tests and such tests shall be performed during normal business hours and in compliance with all applicable law.

On or before the expiration of the Initial Inspection Period, Purchaser, at its sole discretion, must either (i) elect to proceed with this Agreement and purchase the Property as contemplated herein, (ii) terminate this Agreement whereby this Agreement shall terminate and

become null and void, and Purchaser shall receive a full refund of the Earnest Money, including any interest earned thereon, and be relieved of any and all liability hereunder, except for those provisions that specifically survive termination, as provided elsewhere herein, or (iii) elect to extend the Inspection Period pursuant to the next paragraph.
Purchaser may extend the Inspection Period for an additional consecutive thirty (30) day period (the "Additional Inspection Period" and together with the Initial Inspection Period, collectively, the "Inspection Period") by depositing an additional Twenty Five Thousand and 00/100 Dollars ($25,000.00) (the "Inspection Period Extension Fee") which shall be applied to the Purchase Price at Closing if the transaction is consummated as herein contemplated and remain refundable to Purchaser until the expiration of such Additional Inspection Period (except in the event of Seller default as provided in Section 9 below). The Initial Inspection Period may be so extended by written notice given to Seller and payment made by Purchaser of the Inspection Period Extension Fee deposited with the Escrow Agent, on or before the expiration of the Initial Inspection Period in which event this Agreement shall continue in full force and effect.
On or before the expiration of the Additional Inspection Period, Purchaser shall notify Seller, in writing, whether or not Purchaser, in its sole discretion, desires to proceed with the purchase of the Property. In the event that Purchaser notifies Seller of Purchaser's desire to proceed with the purchase of the Property, the Earnest Money and all interest earned thereon shall become nonrefundable to Purchaser (except in the event of Seller default as provided in Section 9 below), and the parties shall proceed in accordance with the terms contained in this Agreement. Should Purchaser elect to terminate the Agreement at the end of the Additional Inspection Period, the Earnest Money and Additional Inspection Period Extension Fee deposited, including any interest earned, shall be promptly returned to Purchaser.

5.2 In order to facilitate Purchaser's inspection of the Property, Seller agrees to provide all records reasonably requested by Purchaser, relating to the condition of the Property which Seller has in its possession, within seven (7) business days after the Effective Date, including, but not limited to:

(i) evidence of the zoning status of the Property;

(ii) Evidence that water, gas, electric, storm and sanitary sewer and telephone service is or will be available on rights-of-way adjacent to the Property in adequate capacity for the Purchaser's contemplated use of the Property;

(iii) Copies of all soils and environmental reports or inspections obtained by, prepared for or by, or discovered by Seller in connection with Seller's acquisition, ownership and development of the Property;

(iv) Copies of all governmental approvals obtained by Seller in connection with its development, ownership and/or operation of the Property, including without

limitation certificates of occupancy as to all portions of the improvements occupied by Seller or any tenant, lessee or other occupant thereof;

(v) Copies of all boundary or topographic surveys, as-built surveys and accompanying surveyor's certificates prepared for Seller in connection with its development of the Property;

(vi) Copies of all title certificates, title commitments or policies relating to the Property, and copies of all Permitted Exceptions and other matters scheduled or shown as exceptions to title or requirements thereon;

(vii) A copy of any agreement or restrictive covenant that affects the development or ownership of the Property;

(viii) A list of any and all oral agreements (if any), pertaining to the use, occupancy, maintenance, management and/or operation of the Property as presently conducted, including an identification of the party or parties to each such agreement, a description of the material terms thereof, and a description of the manner and time period in which each such agreement can be terminated; and

(ix) Such other items in Seller's possession that Purchaser may reasonably request in connection with its inspection of the Property.

To the extent that any new or updated information pertaining to the Property is received by Seller or any of its agents or employees while this Agreement is in effect, Seller promptly shall deliver a true, correct and complete copy of such new and/or updated information to Purchaser. Purchaser agrees not to disclose to any third party (other than Purchaser's lenders, attorneys, accountants, or other professional consultants engaged in connection with the transaction contemplated herein or Purchaser's affiliates, partners, venture partners, officers, directors, shareholders) any reports, information or other documentation obtained by Purchaser in connection with the Property, unless Purchaser is so obligated by law or court order to make such disclosure except in the case such documentation or information is readily available to the general public. In the event this Agreement is terminated, Purchaser agrees to immediately return or provide all such copies of any such information to Seller and further agrees to hold any such information learned in strict confidence. This paragraph shall survive the termination of this Agreement.

5.3 Seller agrees that from the date of this Agreement to the Closing Date, Seller shall conduct its business involving the Property in the ordinary course consistent with the prior operations of the Property, and during said period will;

(a) Refrain from transferring any of the Property or creating on the Property any easements, liens, mortgages, encumbrances or other interests which would affect the Property or Seller's ability to comply with the terms of this Agreement, without the prior written consent of Purchaser; and

(b) Refrain from entering into any contracts or other commitments regarding the Property without the prior written consent of Purchaser; and

(c) Refrain from storing, treating, or disposing on the Property any Hazardous or Toxic Substance, as defined hereinafter, or permitting the same to be done by any other person. The term "Hazardous or Toxic Substances" as used in this Agreement means any substance the generation, storage, treatment, disposal, or transportation of which is prohibited or regulated by any law or governmental regulation having as its object the protection of public health, natural resources, or the environment, including, by way of illustration only, the following: the Resource Conservation and Recovery Act; the Toxic Substances Control Act; the Clean Air Act, the Federal Water Pollution Control Act; the Comprehensive Environmental Response, Compensation, and Liability Act of 1980.

ARTICLE 6

TITLE AND SURVEY

6.1 Seller agrees, at Seller's sole cost and expense, to furnish Purchaser with a commitment from First American Title Insurance Company, or such other reputable title insurance company as Purchaser and Seller may approve in writing (the "Title Company") to issue to Purchaser, at or as soon as possible after Closing, its ALTA Form B Owner's title insurance policy, without standard exceptions (so long as the removal of the standard exceptions are at no cost to Seller) in the full amount of the Purchase Price, insuring title to the Property to be in good and marketable condition (as determined by Ohio law with reference to local standards of title examination), free and clear of any liens and encumbrances of any kind or nature whatsoever except the following (hereinafter referred to as the "Permitted Exceptions"): (a) zoning ordinances, (b) legal highways, (c) real estate taxes for the year of Closing, and (d) such other matters, if any, as may be subsequently approved in writing by Purchaser, Seller shall furnish Purchaser with the aforesaid title commitment and copies, in the state of form recorded, of all items shown in such commitment as soon as possible, but in no event later than fifteen (15) days following the Effective Date. If the title is not in the condition required hereunder, in Purchaser's sole discretion, Purchaser shall notify Seller in writing of such defect(s) within thirty (30) days after receipt of the title insurance commitment and copies of all items shown therein (the "Title Objections"). In the event Seller is unable or unwilling to cure such Title Objections within thirty (30) days after receipt of such notice, Purchaser shall have the option of either (1) waiving such Title Objections and proceeding with the Closing; (2) receiving the return of its Earnest Money and Inspection Period Extension Fee, as applicable, whereupon all liability hereunder shall terminate except as otherwise provided herein; or (3) if the Title Objection is that of a monetaiy or financial encumbrance such as a mortgage, lien or similar exception to title

which can be released and cured by the payment of dollars, deducting the amount required to cure such defect from the Purchase Price and the proceeds due Seller at Closing.

Notwithstanding any provision hereof to the contrary, mortgages and other liens given by Seller or its predecessors to secure indebtedness shall not be required to be the subject of any Title Objections, but at Seller's sole cost and expense, Seller shall cause such liens to be discharged at Closing without the requirement of any notice or demand by Purchaser. Additionally, taxes and assessments which are a lien but not yet due and payable shall not be required to be the subject of any Title Objections and Purchaser shall accept title to the Property subject to the same.

6.2 Purchaser may, at its sole cost and expense, obtain a certified ALTA boundary survey of the Property ("Survey") indicating all easements and improvements thereon, prepared by a registered land surveyor or engineer licensed in the State of Ohio and certified to Seller and Title Company. If Purchaser proceeds to obtain such a Survey, then Purchaser must do so within thirty (30) days following the Effective Date, and Purchaser shall provide Seller with a copy of the Survey upon receipt of such Survey by Purchaser. If such a Survey reveals that (1) the Property lies within a flood hazard area in accordance with the document entitled "Department of Housing and Urban Development, Federal Insurance Administration - Special Flood Hazard Area Maps"; (2) any improvements on the Property are not located within the Property boundary lines and are encroaching on adjoining property; (3) there are encroachments that will negatively and materially affect Purchaser's proposed use of the Property; or (4) any other defect which would negatively and materially affect the value of the Property, Purchaser shall notify Seller in writing of such defect within thirty (30) days after Purchaser's receipt of the Survey. In the event Seller is unable or unwilling to cure such defect within (20) days after receipt of such notice, Purchaser shall have the option to either (A) waive such defect and proceed with the Closing; or (B) receive the return of its Earnest Money and Inspection Period Extension Fee, as applicable, whereupon all liability hereunder shall terminate, subject to Article 5 and except as otherwise provided herein.

ARTICLE 7

CLOSING

7.1 The transaction contemplated under this Agreement shall be consummated at a meeting of the parties or by an escrow closing at the offices of the Escrow Agent (the "Closing") which shall take place no later than thirty (30) days following the expiration of the Initial Inspection Period or Additional Inspection Period, if applicable; provided, however if such closing date is a Saturday, Sunday or legal holiday, the Closing shall occur on the next immediately following business day. The date for Closing so determined is herein sometimes referred to as the "Closing Date." The Closing may be changed to such other time, date and location as is mutually agreeable to the parties by an amendment to this Agreement and as executed by both parties.

7.2 On the Closing Date, all of the closing items described in Article 10, including all Closing proceeds, shall be tendered to the Title Company/Escrow Agent. The Title Company/Escrow Agent shall be authorized to consummate the closing of the transaction contemplated hereunder at such time as the Title Company is prepared to issue its owner's policy of title insurance in accordance with the provisions of Section 6.1.

ARTICLE 8

SELLER'S AND PURCHASER'S REPRESENTATIONS AND WARRANTIES

(A) Seller represents, warrants and covenants with Purchaser as to the following:

8.1 Seller is a corporation for profit, duly authorized, validly existing and in good standing under the laws of the State of Ohio.

8.2 Agreement and to sell the Property to Purchaser in accordance with the terms and conditions hereof and will deliver satisfactory evidence of such right, power and authority to Purchaser at Closing.

8.3 There are no existing violations of any laws, zoning ordinances, or orders affecting the Property, nor has Seller received any notice of any of the foregoing or of any existing or threatened condemnation or other legal action of any kind involving the Property.

8.4 There is no pending or, to the best of Seller's knowledge, having made diligent inquiry, threatened litigation, administrative action, claim, demand or pending action relating to the Property or for which Seller has received service of process or written notice of the threat thereof.

8.5 To the best of Seller's knowledge, having made diligent inquiry without any investigation, except as revealed by any environmental reports that Seller has in its possession and that Seller shall provide to Purchaser, if applicable, Seller has not released nor has any Hazardous of Toxic Substances been released into or deposited upon or below the surface of the Property or into any water systems on or below the surface of the Property or stored used on or in the Property.

8.6 Seller is the owner of the Property in the condition required for performance hereunder and will not knowingly cause any modification of title thereto from the Effective Date to and including the date of Closing.

8.7 There is no assessment presently outstanding or unpaid for local improvements or otherwise which has or may become a lien against the Property. Further, there are no public

improvements which have been ordered to be made and/or which have not heretofore been completed, assessed, and paid for.

8.8 There are no claims against any portion of the Property or Seller for or on account of work done, materials furnished or utilities supplied to the Property, nor are there any pay-back agreements, revenue bonds, utility debt service expenses or other charges or expenses applicable to the Property.

8.9 Neither the execution and delivery of this Agreement nor the Seller's performance hereof are restricted by or violate any contractual or other obligations of the Seller.

8.10 The Seller is not a "Foreign Person" within the meaning of the Internal Revenue Code Section 1445 (f) (3).

8.11 Seller has never received any notice from, nor filed any notice or application with, any governmental authority concerning any Hazardous or Toxic Substance on the Property.

8.12 All information furnished to Purchaser pursuant to this Agreement is true, complete and accurate in all material respects and does not omit a material fact to the best of Seller's knowledge.

(B) Purchaser represents, warrants and covenants with Seller as to the following:

8.13 Purchaser is an Ohio limited liability company, duly authorized, validly existing and in good standing under the laws of the State of Ohio.

8.14 Purchaser has the requisite power and authority to enter into and perform the teims of this Agreement and consummate this transaction.

8.15 Purchaser is not a "Foreign Person" within the meaning of the Internal Revenue Code Section 1445 (f) (3).

ARTICLE 9

DEFAULTS: REMEDIES ON DEFAULT

9.1 In the event of a default by Purchaser in its obligation to purchase the Property, Seller shall be entitled to terminate this Agreement and retain as full and complete liquidated damages Purchaser's Earnest Money deposit and the Inspection Period Extension Fee, if applicable and the Escrow Agent shall deliver the Earnest Money and the Inspection Period Extension Fee, as applicable.

9.2 In the event of default by Seller in its obligations to sell the Property, Purchaser may, at its option, receive a refund of the Earnest Money and Inspection Period Extension Fee, as applicable; provided, however, that such payment of Earnest Money and Inspection Period Extension Fee, as applicable, shall not limit Purchaser's right, at its sole election, to terminate this Agreement and/or to maintain an action for breach of this Agreement, specific performance or any other legal or equitable relief as may now or hereafter be as may now or hereafter be available to Purchaser.

ARTICLE 10

CLOSING: CLOSING DOCUMENTS

At the Closing, Seller shall execute and deliver to Purchaser (as required) and Purchaser shall execute and deliver to Seller (as required) the following:

10.1 Seller shall execute and deliver to Purchaser a good and sufficient Limited Warranty Deed conveying marketable title to the Property to Purchaser in accordance with this Agreement and the owner's policy of title insurance, using the legal description by which Seller acquired title to the Property as provided for in the Title Company's title commitment for the Title Policy, subject only to the Permitted Exceptions.

10.2 Seller shall provide a certificate certifying that each and every warranty and representation made by Seller in this Agreement is true and correct as of Closing, as if made by Seller at such time;

10.3 Seller shall provide to Purchaser a Certificate stating that Seller is not a "Foreign Person" within the meaning of Internal Revenue Code Section 1445, as amended, in a form in compliance with the Internal Revenue Code.

10.4 An assignment, duly executed by Purchaser and Seller in recordable form, assigning and transferring to Purchaser all of Seiler's right, title and interest in any and all rights, properties, powers and privileges relating to the Property as Purchaser may reasonably request and containing indemnifications: (i) from Seller to Purchaser for matters which arose prior to Closing and (ii) from Purchaser to Seller for matters arising after Closing.

10.5 An affidavit in form satisfactory to Title Company for the issuance of the Title Policy without exception for mechanics', materialmen's or other statutory liens, parties in possession and other standard title exceptions.

10.6 Purchaser shall provide to Seller a Certificate stating that Purchaser is not a "Foreign Person" within the meaning of Internal Revenue Code Section 1445, as amended, in a form in compliance with the Internal Revenue Code.

10.7 Seller and Purchaser shall execute and deliver to each other a closing statement showing the amounts by which the Purchase Price shall be adjusted as of the Closing Date. The following items shall be apportioned between the Seller and the Purchaser on the basis that Purchaser owns the Property on the Closing Date.

(a) Seller shall pay, as a deduction from the Purchase Price at Closing, the cost for the owner's title insurance policy issued to Purchaser (subject to Section 10.8(d) below). Purchaser shall pay at Closing the cost for any lender's title insurance policy to be issued to Purchaser's lender, if any.

(b) All real estate and personal property taxes which are due on the Property as of the Closing Date shall be paid in full by Seller as of the date of Closing including any Current Agricultural Use Valuation recoupment which shall be paid in full by Seller on or before the Closing Date, All real estate taxes that are not currently due but are a Hen on the Property shall be prorated as of midnight of the day of Closing, and all such prorations of taxes and assessments shall be final as the Closing Date.

(c) All water, sewer and utility charges, if any shall be paid by Seller through the Closing Date or prorated between the parties and appropriate credits given. Any special assessments that have been incurred on the Property shall be prorated between the parties as of the Closing Date.

(d) Seller shall pay, at its sole expense, the costs and expenses associated with the following items: (i) preparing or obtaining documents to be delivered by Seller to Purchaser pursuant to this Agreement; (ii) preparing and recording any lien releases required to be obtained by Seller; (iii) all transfer taxes and documentary stamp fees for this transfer and recording fees for any necessary title curative documents; and (iv) Seller's attorneys' fees. Purchaser shall pay, at its sole expense, the costs and expenses associated with the following items: (i) the Survey; (ii) any endorsements, or removal of standard exceptions that have a cost or fee associated therewith, to the owner's title policy requested by Purchaser; (iii) the lender's title policy, if applicable; (iv) all costs associated with Purchaser's inspections of the Property and for any applications and consents, approvals and/or variances in connection with zoning and site plan approval, including the Lot Split (as set forth in Section 12(a) below); (v) cost of preparing or obtaining documents to be delivered by Purchaser to Seller pursuant to this Agreement; (vi) the recording fees for the Limited Warranty Deed and any other recordable assignments; and (vii) Purchaser's attorneys' fees, if any. Seller and Purchaser shall equally split the cost of the Escrow Agent escrow fee and any other Closing fees (not already specified herein), including the title search fee, express mail, and courier fees; provided that Seller's portion of any such costs and fees shall not exceed $800.00. Any other Closing expenses not otherwise specified herein shall be allocated to Seller or Purchaser as is customary for commercial real estate transactions in the county where the Property is located.

10.8 Purchaser and Seller shall furnish the other party with copies of appropriate documents demonstrating that each company is validly existing and in good standing in their respective states of formation or organization and such other documents as shall reasonably satisfy each party that the other party executing the documents have the authority to enter into the sale contemplated hereby and execute and perform all documents contemplated hereby.

ARTICLE 11

CONDEMNATION

In the event that written notice of any action, suit or proceeding shall be given between the Effective Date and the Closing Date for the purpose of condemning the Property or any portion thereof is received by Seller, Seller shall promptly notify Purchaser. Purchaser shall then have the right to terminate its obligations hereunder within seven (7) days after receiving notice of such condemnation proceeding from Seller, and upon such termination, the proceeds resulting from such condemnation shall be paid to Seller and the Purchaser shall receive its Earnest Money deposit subject to the terms of this Agreement. In the event Purchaser shall not elect to terminate (pursuant to this Article 11) its obligations hereunder, the proceeds of such condemnation shall be assigned and belong to Purchaser, provided any award allocated for loss of business or business interruption prior to Closing shall belong to Seller and after Closing shall belong to Purchaser.

ARTICLE 12

CONDITIONS PRECEDENT TO CLOSING

Subject to Article 5, neither Purchaser nor Seller shall have any obligation to consummate the within contemplated transaction unless and until the conditions set forth in this Article 12 shall have either been satisfied, or waived by the other party in writing. Seller, or Purchaser, as the case may be, shall use its best efforts to satisfy each and all of such conditions. If not so waived, all such conditions must be satisfied by no later than the Closing Date, unless otherwise set forth herein. Such conditions are as follows:

(a) Purchaser and Seller shall have agreed upon the configuration of the Property, which shall necessitate a lot split or similar procedure (the "Lot Split") from the Property which is needed for development of the Property for Purchaser's intended use and to facilitate a sale of approximately ten (10) acres of the Property from Purchaser to the City of Canal Winchester at Closing. Purchaser and Seller shall work cooperatively together to prepare all necessary applications to be submitted to the governmental authorities to affect the Lot Split;

(b) All representations, warranties and covenants of Purchaser and Seller hereunder shall be true and correct on the Closing Date;

(c) Seller and Purchaser shall have performed all of their other respective obligations under this Agreement.

ATRICLE 13

MISCELLANEOUS

13.1 This Agreement embodies the entire agreement between the parties in connection with this transaction and there are no oral agreements existing between the parties relating to this transaction which are not expressly set forth herein and covered.

13.2 No waiver by any party at any time, expressed or implied, of any breach of any provision of this Agreement shall be deemed a waiver or a breach of any other provision of this Agreement or a consent to any subsequent breach of the sale or any other provision. If any action by any party shall require the consent or approval of another party, such consent or approval of such action on any one occasion shall not be deemed a consent to or approval of said action on any subsequent occasion or a consent to or approval of any action on the same or any subsequent occasion.

13.3 Purchaser has the right to assign all its right, title and interest in this Agreement to anyone with the consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed and Purchaser shall remain obligated under the terms of this Agreement.

13.4 The captions, section numbers and article numbers appearing in the Agreement are inserted only as a matter of convenience, and do not define, limit, construe or describe the scope or intent of such sections or articles of this Agreement nor in any way affect this Agreement.

13.5 No party other than Seller and Purchaser and their successors and assigns, shall have any rights to enforce or rely upon this Agreement, which is binding upon and made solely for the benefit of Seller or Purchaser, their heirs, personal representatives, successors or assigns, and not for the benefit of any other party.

13.6 Notice shall be deemed as given hereunder upon personal delivery to the addresses set forth below or, if properly addressed, one (1) day after depositing such notice with postage prepaid in a United States mailbox or depositing such notice in the custody of a nationally recognized overnight delivery service. Notice shall be deemed properly addressed if sent to the following addresses.

If the Purchaser: BrewDog Columbus, LLC
c/o Kegler, Brown, Hill & Ritter 65 E. State Street, Suite 1800 Columbus, OLI43215
Attn: Katie Hamilton, Dir. Business Development
Phone:614-400-3077
Email: katie@brewdog.com

With a copy to:	Kegler, Brown, Hill & Ritter 65 E. State Street, Suite 1800 Columbus, OH 43215 Attn: Jeffrey D. Roberts, Esq. Phone: 614-462-5465 Email: jroberts@keglerbrown.com
If to Seller:	TS Trim Industries Inc. 6380 West Canal Street Canal Winchester, Ohio 43110 Attn: Phil Roby Phone: (614) 496-7560 Email: phil_roby@tstna.com
With a copy to:	Porter Wright Morris & Arthur, LLP 41 South High Street Columbus, Ohio 43215 Attn: John C. Beeler, Esq. Phone: (614) 227-1959 Email: jbeeler@porterwright.com

13.7 This Agreement shall be governed by the laws of the State of Ohio.

13.8 The provisions of this Agreement shall survive the Closing of the transaction contemplated hereby.

13.9 At all reasonable times from and after the date hereof to the Closing Date, Seller shall cooperate with Purchaser in obtaining zoning and site plan approval, with all applications having been first reviewed and approved by Seller, and Seller, to the extent of the approved zoning and site plan applications, shall join in any proceedings in the name of Seller to the extent necessary and execute any petitions, approvals or other documents in connection therewith.

13.10 Wherever the words "includes" or "including" are used in the Agreement such words shall not be construed to restrict or limit any of the language, terms or definitions used in association therewith.

13.11 Any reference in this Agreement to any entity shall include and shall be deemed to be a reference to any person or entity that is a successor to such entity.

13.12 Whenever this Agreement requires that something be done with a period of days, such period shall (a) not include the day from which such period commences, (b) include the day upon which such period expires, (c) unless specified otherwise, expire at 6:00 p.m. Eastern Standard Time on the day by which such thing is to be done, and (d) be construed to mean calendar days; provided that if the final day of such period falls on a Saturday, Sunday or legal holiday where such thing is to be done, such period shall extend to the first business day thereafter.

13.13 Whenever in this Agreement provision is made for the doing of any act by any person it is understood and agreed that such act shall be done by such person at its own cost and expense unless a contrary intent is expressed.

13.14 Both parties to this Agreement have participated fully and equally in the negotiation and preparation hereof. Therefore, this Agreement shall not be more strictly construed nor shall any ambiguities within this Agreement be resolved against either party hereto.
13.15 Purchaser has the right to place marketing related signage on the Property, as approved in advance by Seller and by the governmental authority having jurisdiction over any marketing and signage, during the entire term of this Agreement.

13.16 This Agreement may be executed in any one or more counterparts, each of which shall constitute an original, no other counterpart needing to be produced, and all of which, when taken together, shall constitute but one and the same instrument. Facsimile signature pages of this Agreement shall be valid and binding as original signatures and shall be considered an agreement of the respective parties to fully execute and deliver originally signed copies of this Agreement.

13.17 Seller or Purchaser may utilize this Agreement in accordance with an Internal Revenue Code Section 1031 exchange, and either party shall so notify the other in advance of closing and cooperate in accomplishing the same; provided that: (a) Seller is not required to contract for the purchase of, take title to, or cause any conveyance of the exchange real estate; (b) Seller shall make no representations or warranties concerning whether the transaction will qualify for "like kind" exchange treatment, which is solely Purchaser's responsibility; (c) Seller shall not incur any cost or liability in connection with the exchange real estate or the "like kind" exchange transaction; and (d) each party's obligations, representations and warranties hereunder shall survive any assignment to any qualified intermediary, and each party shall continue to be liable hereunder.

13.18 TIME IS OF TEDE ESSENCE OF ALL UNDERTAKINGS AND AGREEMENTS OF THE PARTIES HERETO.

[Signature pages appear on following pages]

TABLE OF ARTICLES

1 GENERAL PROVISIONS

2 COMPENSATION AND PROGRESS PAYMENTS

3 GENERAL REQUIREMENTS OF THE WORK OF THE DESIGN-BUILD CONTRACT

4 WORK PRIOR TO EXECUTION OF THE DESIGN-BUILD AMENDMENT

5 WORK FOLLOWING EXECUTION OF THE DESIGN-BUILD AMENDMENT

6 CHANGES IN THE WORK

7 OWNER'S RESPONSIBILITIES

8 TIME

9 PAYMENT APPLICATIONS AND PROJECT COMPLETION

10 PROTECTION OF PERSONS AND PROPERTY

11 UNCOVERING AND CORRECTION OF WORK

12 COPYRIGHTS AND LICENSES

13 TERMINATION OR SUSPENSION

14 CLAIMS AND DISPUTE RESOLUTION

15 MISCELLANEOUS PROVISIONS

16 SCOPE OF THE AGREEMENT

TABLE OF EXHIBITS

A DESIGN-BUILD AMENDMENT
B INSURANCE AND BONDS
C SUSTAINABLE PROJECTS

ARTICLE 1 GENERAL PROVISIONS

§ 1.1 Owner's Criteria

This Agreement is based on the Owner's Criteria set forth in this Section 1.1.
(Note the disposition for the following items by inserting the requested information or a statement such as "not applicable" or "unknown at time of execution." If the Owner intends to provide a set of design documents, and the requested information is contained in the design documents, identify the design documents and insert "see Owner's design documents" where appropriate.)

§ 1.1.1 The Owner's program for the Project:
(Set forth the program, identify documentation in which the program is set forth, or state the manner in which the program will be developed.)

TBD
§ 1.1.2 The Owner's design requirements for the Project and related documentation:

(Identify below, or in an attached exhibit, the documentation that contains the Owner's design requirements, including any peiformance specifications for the Project.)

TBD
§ 1.1.3 The Project's physical characteristics:
(Identify or describe, if appropriate, size, location, dimensions, or other pertinent information, such as geotechnical reports; site, boundary and topographic suiyeys; traffic and utility studies; availability ofpublic and private utilities and sendees; legal description of the site; etc )

TBD
§ 1.1.4 The Owner's anticipated Sustainable Objective for the Project, if any:
(Identify the Owner's Sustainable Objective for the Project such as Sustainability Certification, benefit to the environment, enhancement to the health and well-being of building occupants, or improvement of energy efficiency. If the Owner identifies a Sustainable Objective, incorporate AIA Document A141™-2014, Exhibit C, Sustainable Projects, into this Agreement to define the terms, conditions and Work related to the Owner's Sustainable Objective.)

TBD
§ 1.1.5 Incentive programs the Owner intends to pursue for the Project, including those related to the Sustainable Objective, and any deadlines for receiving the incentives that are dependent on, or related to, the Design-Builder's services, are as follows:
(Identify incentive programs the Owner intends to pursue for the Project and deadlines for submitting or applying for the incentive programs.)

§ 1.1.5.1 Design-Builder's Bonus for Reaching Milestones

Due to the critical and time sensitive nature of the Project, the Owner wishes to provide a financial incentive to encourage the Design-Builder to achieve the established and approved Substantial Completion date for the Project. Design-Builder shall be entitled to achieve a series of bonuses which shall not exceed $65,000.00 (the "Bonus").

The incentive milestone dates are noted below and are included to assist the Design-Builder to maintain the emphasis on throughout the entire Project on achieving the overall Substantial Completion milestone date established in the approved Baseline Construction Schedule.

. 1 Bonus Milestone #1: Completion of site development, site related utilities and installation of the parking lot and roadway services up to the base pavement section to allow use of the site areas during winter 2015-16 by December 11,2015.
.2 Bonus Milestone #2: Start of Owner Furnished Equipment for brew house by April 5, 2016. Bonus value for this shall be $25,000.00.
.2 Bonus Milestone #3: Substantial Completion of the Entire Work by July 15, 2016. Bonus value for this shall be $25,000.00.

Because the Bonuses set forth above are for reaching the milestones on the dates indicated above, the Design-Builder is only entitled to any Bonus for meeting such Milestones on the dates indicated, even the Contract Times are extended for any reason, including but not limited to excusable delay that would otherwise entitle the Design-Builder to a time extension under the Contract. In case of change or excusable delay for which the Design-Builder is entitled to additional time, the Contract Times may be extended but the Bonus Milestone dates set forth above will not be adjusted. If the Design-Builder misses an interim Bonus Milestone date it has the ability to make that bonus value up by achieving the final Bonus Milestone date. Once a Bonus Milestone has been achieved a Change Order will be executed to increase the Design-Builder's Contract Value and allow for this amount to be billed through the next regular Payment Application

§ 1.1.6 The Owner's budget for the Work to be provided by the Design-Builder is set forth below: (Provide total for Owner's budget, and if known, a line item breakdown of costs.)

AIA Document A141 - 2014. Copyright 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AlA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:39:21 on 09/21/2015 under Order No.2044293056_1 which expires on 08/25/2016, and is not for resale.
User Notes: (1113085543)

The Owner's construction budget for the Project is $7,500,000.00 (the "Construction Budget"), which includes all design, construction, labor, materials, insurance, overhead, profit, and any other cost or expense arising out of or related to the Work of this Agreement, and shall also include the total of the milestone bonuses possible under § 1.1.5.1.

§ 1.1.6.1 Design-Builder acknowledges that its design must come in at or below the above-referenced Construction Budget, which is an express limitation on Cost of the Work.

§1.1.6.2 If the initial proposals and estimates from Design-Builder and/or bidders do not conform to the

Construction Budget set forth above, the Design-Builder agrees that it shall, at no cost to the Owner, provide a written statement to the Owner describing the specific reasons for the deviations and suggesting alternative designs, value engineering ideas or changes that can be made to the design to bring the cost of the Work within the Construction Budget and implement all Owner approved value engineering ideas, alternative design concepts, and changes to get the Project back within the established Construction Budget.
§ 1.1.7 The Owner's design and construction milestone dates:

.1 Design phase milestone dates:

TBD

.2 Submission of Design-Builder Proposal:

TBD

.3 Phased completion dates:

April 5, 2016 — Completion by April 5, 2016 of all work necessary to allow for delivery and systematic/logical installation of Owner-Furnished Equipment for the brew house starting April 6, 2016.

.4 Substantial Completion date:

July 15, 2016 - Substantial Completion of the Entire Work .5 Other milestone dates:

December 11, 2015 -: Completion of site development, site related utilities & structures and

installation of the parking and road way surfaces up to the base pavement section to allow use of the site areas during the winter of2015/2016

(Paragraphs deleted)

§ 1.1.9 Additional Owner's Criteria upon which the Agreement is based:
(Identify special characteristics or needs of the Project not identified elsewhere, such as historic prese/vation requirements.)

TBD

§ 1.1.10 The Design-Builder shall confirm that the information included in the Owner's Criteria complies with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities.

§ 1.1.10.1 If the Owner's Criteria conflicts with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Design-Builder shall notify the Owner of the conflict.

AIA Document A141 ™ - 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:39:21 on 09/21/2015 under Order No.2044293056_1 which expires on 08/25/2016, and is not for resale.
User Notes: (1113085543)

§ 1.1.11 If there is a change in the Owner's Criteria, the Owner and the Design-Builder shall execute a Modification in accordance with Article 6.

§ 1.1.12 If the Owner and Design-Builder intend to transmit Instruments of Service or any other information or documentation in digital form, they shall endeavor to establish necessary protocols governing such transmissions. Unless otherwise agreed, the parties will use AIA Document E203™-2013 to establish the protocols for the development, use, transmission, and exchange of digital data and building information modeling.

§1.2 Project Team

§ 1.2.1 The Owner identifies the following representative in accordance with Section 7.1.1:
(List name, address and other information.)

Keith Bennet, BrewDog, Special Projects Manager
Don McCarthy, McCarthy Consulting LLC, Owner's Project Representative

§ 1.2.2 The persons or entities, in addition to the Owner's representative, who are required to review the Design-Builder's Submittals are as follows:
(List name, address and other information.)

TBD

§ 1.2.3 The Owner will retain the following consultants and separate contractors:
(List discipline, scope of work, and, if known, identify by name and address.)

TBD

§ 1.2.4 The Design-Builder identifies the following representative in accordance with Section 3.1.2:
(List name, address and other information.)

Scot Matthews, Project Manager
328 Civic Center Drive, Columbus, OH 43215
614.400.4018 (mobile)

Vem Taylor, Project Executive
328 Civic Center Drive, Columbus, OH 43215
513.633.6405 (mobile)
vtaylor@exxcel.com

§ 1.2.5 Neither the Owner's nor the Design-Builder's representative shall be changed without ten days' written notice to the other party.

§ 1.3 Binding Dispute Resolution

For any Claim subject to, but not resolved by, mediation pursuant to Section 14.3, the method of binding dispute resolution shall be the following:
(Check the appropriate box. If the Owner and Design-Builder do not select a method of binding dispute resolution below, or do not subsequently agree in writing to a binding dispute resolution other than litigation, Claims will be resolved by litigation in a court of competent jurisdiction.)

[] Arbitration pursuant to Section 14.4

[ X ] Litigation in a court of competent jurisdiction

[] Other: (Specify)

AIA Document A141 - 2014. Copyright 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AlA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:39:21 on 09/21/2015 under Order No.2044293056_1 which expires on 08/25/2016, and is not for resale.
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§ 1.4 Definitions

§ 1.4.1 Design-Build Documents. The Design-Build Documents consist of this Agreement between Owner and Design-Builder and its attached Exhibits (hereinafter, the "Agreement"); other documents listed in this Agreement; and Modifications issued after execution of this Agreement. A Modification is (1) a written amendment to the Contract signed by both parties, including the Design-Build Amendment, (2) a Change Order, or (3) a Change Directive.

§ 1.4.2 The Contract. The Design-Build Documents form the Contract. The Contract represents the entire and integrated agreement between the parties and supersedes prior negotiations, representations or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The Design-Build Documents shall not be construed to create a contractual relationship of any kind between any persons or entities other than the Owner and the Design-Builder.

§ 1.4.3 The Work. The term "Work" means the design, construction and related services required to fulfill the Design-Builder's obligations under the Design-Build Documents, whether completed or partially completed, and includes all labor, materials, equipment and services provided or to be provided by the Design-Builder. The Work may constitute the whole or a part of the Project.

§ 1.4.4 The Project. The Project is the total design and construction of which the Work performed under the Design-Build Documents may be the whole or a part, and may include design and construction by the Owner and by separate contractors.

§ 1.4.5 Instruments of Service. Instruments of Service are representations, in any medium of expression now known or later developed, of the tangible and intangible creative work performed by the Design-Builder, Contractor(s), Architect, and Consultants) under their respective agreements. Instruments of Service may include, without limitation, studies, surveys, models, sketches, drawings, specifications, digital models and other similar materials.

§ 1.4.6 Submittal. A Submittal is any submission to the Owner for review and approval demonstrating how the Design-Builder proposes to conform to the Design-Build Documents for those portions of the Work for which the Design-Build Documents require Submittals. Submittals include, but are not limited to, shop drawings, product data, and samples. Submittals are not Design-Build Documents unless incorporated into a Modification.

§ 1.4.7 Owner. The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Design-Build Documents as if singular in number. The term "Owner" means the Owner or the Owner's authorized representative.

§ 1.4.8 Design-Builder. The Design-Builder is the person or entity identified as such in the Agreement and is referred to throughout the Design-Build Documents as if singular in number. The term "Design-Builder" means the Design-Builder or the Design-Builder's authorized representative.

§ 1.4.9 Consultant. A Consultant is a person or entity providing professional services for the Design-Builder for all or a portion of the Work, and is referred to throughout the Design-Build Documents as if singular in number. To the extent required by the relevant jurisdiction, the Consultant shall be lawfully licensed to provide the required professional services.

§ 1.4.10 Architect. The Architect is a person or entity providing design services for the Design-Builder for all or a portion of the Work, and is lawfully licensed to practice architecture in the applicable jurisdiction. The Achitect is referred to throughout the Design-Build Documents as if singular in number.

§ 1.4.11 Contractor. A Contractor is a person or entity performing all or a portion of the construction, required in connection with the Work, for the Design-Builder. The Contractor shall be lawfully licensed, if required in the jurisdiction where the Project is located. The Contractor is referred to throughout the Design-Build Documents as if singular in number and means a Contractor or an authorized representative of the Contactor.

§ 1.4.12 Confidential Information. Confidential Information is information containing confidential or business proprietary information that is clearly marked as "confidential."

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§ 1.4.13 Contract Time. Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, as set forth in the Design-Build Amendment for Substantial Completion of the Work.

§ 1.4.14 Day. The term "day" as used in the Design-Build Documents shall mean calendar day unless otherwise specifically defined.

§ 1.4.15 Contract Sum. The Contract Sum is the amount to be paid to the Design-Builder for performance of the Work after execution of the Design-Build Amendment, as identified in Article A.l of the Design-Build Amendment.

ARTICLE 2 COMPENSATION AND PROGRESS PAYMENTS
§ 2.1 Compensation for Work Performed Prior To Execution of Design-Build Amendment
§ 2.1.1 Unless otherwise agreed, payments for Work performed prior to Execution of the Design-Build Amendment shall be made monthly. For the Design-Builder's performance of Work prior to the execution of the Design-Build Amendment, the Owner shall compensate the Design-Builder as follows:
(Insert amount of, or basis for, compensation, including compensation for any Sustainability Sennces, or indicate the exhibit in which the information is provided. If there will be a limit on the total amount of compensation for Work performed prior to the execution of the Design-Build Amendment, state the amount of the limit.)

Monthly progress billing based on percentage of completion of Work performed prior to the execution of the Design-Build Amendment. Total compensation for Work performed prior to execution of the Design-Build Amendment shall not exceed $301,219

§ 2.1.2 The hourly billing rates for services of the Design-Builder and the Design-Builder's Architect, Consultants and Contractors, if any, are set forth below.
(If applicable, attach an exhibit of hourly billing rates or insert them below.)

Individual or Position Rate

§ 2.1.3 Compensation for Reimbursable Expenses Prior To Execution of Design-Build Amendment
§ 2.1.3.1 Reimbursable Expenses are in addition to compensation set forth in Section 2.1.1 and 2.1.2 and include expenses, directly related to the Project, incurred by the Design-Builder and the Design-Builder's Architect, Consultants, and Contractors, as follows:

.1 Transportation and authorized out-of-town travel and subsistence;
.2 Dedicated data and communication services, teleconferences, Project web sites, and extranets;
.3 Fees paid for securing approval of authorities having jurisdiction over the Project;
.4 Printing, reproductions, plots, standard form documents;
.5 Postage, handling and delivery;
.6 Expense of overtime work requiring higher than regular rates, if authorized in advance by the Owner;
.7 Renderings, physical models, mock-ups, professional photography, and presentation materials requested by the Owner;
.8 All taxes levied on professional services and on reimbursable expenses; and
.9 Other Project-related expenditures, if authorized in advance by the Owner.

§ 2.1.3.2 For Reimbursable Expenses, the compensation shall be the expenses the Design-Builder and the Design-Builder's Architect, Consultants and Contractors incurred, plus an administrative fee of four percent ( 4 %) of the expenses incurred.

§ 2.1.4 Payments to the Design-Builder Prior To Execution of Design-Build Amendment
§ 2.1.4.1 1 All payments hereunder, whether prior to or after execution of the Design-Builder Amendment, will be due and payable within 20 days after presentation to the Owner's Senior Representative and/or the Owner's Project Representative, and the amount paid shall be subject to Owner's acceptance and approval of the invoice and any lender approval necessary. Subject to § 2.1.4.3, amounts unpaid more than twenty ( 20 ) days after the invoice date

AIA Document A141 - 2014. Copyright 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AlA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:39:21 on 09/21/2015 under Order No.2044293056_1 which expires on 08/25/2016, and is not for resale.
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shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Design-Builder.
(Insert rate of monthly or annual interest agreed upon.)

Legal Rate %

§ 2.1.4.2 Records of Reimbursable Expenses and services performed on the basis of hourly rates shall be available to the Owner at mutually convenient times for a period of two years following execution of the Design-Build Amendment or termination of this Agreement, whichever occurs first.

§ 2.1.4.3 Cooperation with Lender: Design-Builder acknowledges that the Owner may be financing all or a portion of the Work with a lender or other institutional financing ("Lender") and represents that it will cooperate and comply with reasonable requirements, if any, that any Lender may have that relate to or may impact this Agreement, whether payments prior to or after execution of Design-Build Amendment, including but not limited to payment terms (days required or necessary for Lender to approve or consent to payment), lien and claim waiver requirements, and/or contingent assignments of any Contract hereunder.

§ 2.2 Contract Sum and Payment for Work Performed After Execution of Design-Build Amendment
For the Design-Builder's performance of the Work after execution of the Design-Build Amendment, the Owner shall pay to the Design-Builder the Cont act Sum in current funds as agreed in the Design-Build Amendment.

ARTICLE 3 GENERAL REQUIREMENTS OF THE WORK OF THE DESIGN-BUILD CONTRACT
§ 3.1 General

§ 3.1.1 The Design-Builder shall comply with any applicable licensing requirements in the jurisdiction where the Project is located.

§ 3.1.2 The Design-Builder shall designate in writing a representative who is authorized to act on the Design-Builder's behalf with respect to the Project.

§ 3.1.3 The Design-Builder shall perform the Work in accordance with the Design-Build Documents. The Design-Builder shall not be relieved of the obligation to perform the Work in accordance with the Design-Build Documents by the activities, tests, inspections or approvals of the Owner.

§ 3.1.3.1 The Design-Builder shall perform the Work in compliance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities. If the Design-Builder performs Work contrary to applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, the Design-Builder shall assume responsibility for such Work and shall bear the costs attributable to correction.

§ 3.1.3.2 Neither the Design-Builder nor any Contractor, Consultant, or Architect shall be obligated to perform any act which they believe will violate any applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities. If the Design-Builder determines that implementation of any instruction received from the Owner, including those in the Owner's Criteria, would cause a violation of any applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Design-Builder shall notify the Owner in wilting. Upon verification by the Owner that a change to the Owner's Criteria is required to remedy the violation, the Owner and the Design-Builder shall execute a Modification in accordance with Article 6.

§ 3.1.4 The Design-Builder shall be responsible to the Owner for acts and omissions of the Design-Builder's employees, Architect, Consultants, Contractors, and their agents and employees, and other persons or entities performing portions of the Work.

§ 3.1.5 General Consultation. The Design-Builder shall schedule and conduct periodic meetings with the Owner to review matters such as procedures, progress, coordination, and scheduling of the Work.

§ 3.1.6 When applicable law requires that services be performed by licensed professionals, the Design-Builder shall provide those services through qualified, licensed professionals. The Owner understands and agrees that the services of the Design-Builder's Architect and the Design-Builder's other Consultants are performed in the sole interest of, and for the exclusive benefit of, the Design-Builder.

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§ 3.1.7 The Design-Builder, with the assistance of the Owner, shall prepare and file documents required to obtain necessary approvals of governmental authorities having jurisdiction over the Project.

§ 3.1.8 Progress Reports

§ 3.1.8.1 The Design-Builder shall keep the Owner informed of the progress and quality of the Work. On a monthly basis, or otherwise as agreed to by the Owner and Design-Builder, the Design-Builder shall submit written progress reports to the Owner, showing estimated percentages of completion and other information identified below:

.1 Work completed for the period;
.2 Project schedule status;
.3 Submittal schedule and status report, including a summary of outstanding Submittals;
.4 Responses to requests for information to be provided by the Owner;
.5 Approved Change Orders and Change Directives;
.6 Pending Change Ol der and Change Directive status reports;
.7 Tests and inspection reports;
.8 Status report of Work rejected by the Owner;
.9 Status of Claims previously submitted in accordance with Article 14;
.10 Cumulative total of the Cost of the Work to date including the Design-Builder's compensation and Reimbursable Expenses, if any;
.11 Current Project cash-flow and forecast reports; and
.12 Additional information as agreed to by the Owner and Design-Builder.

(Paragraphs deleted)

§ 3.1.9 Design-Builder's Schedules
§ 3.1.9.1 The Design-Builder, promptly after execution of this Agreement, shall prepare and submit for the Owner's information a schedule for the Work. The schedule, including the time required for design and construction, shall not exceed time limits current under the Design-Build Documents, shall be revised at appropriate intervals as required by the conditions of the Work and Project, shall be related to the entire Project to the extent required by the Design-Build Documents, shall provide for expeditious and practicable execution of the Work, and shall include allowances for periods of time required for the Owner's review and for approval of submissions by authorities having jurisdiction over the Project.

§ 3.1.9.2 The Design-Builder shall perform the Work in general accordance with the most recent schedules submitted to the Owner.

§ 3.1.10 Certifications. Upon the Owner's written request, the Design-Builder shall obtain from the Architect, Consultants, and Contractors, and furnish to the Owner, certifications with respect to the documents and services provided by the Architect, Consultants, and Contractors (a) that, to the best of their knowledge, information and belief, the documents or services to which the certifications relate (i) are consistent with the Design-Build Documents, except to the extent specifically identified in the certificate, and (ii) comply with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities governing the design of the Project; and (b) that the Owner and its consultants shall be entitled to rely upon the accuracy of the representations and statements contained in the certifications. The Design-Builder's Architect, Consultants, and Contractors shall not be required to execute certificates or consents that would require knowledge, services or responsibilities beyond the scope of their services.

§ 3.1.11 Design-Builder's Submittals
§ 3.1.11.1 Prior to submission of any Submittals, the Design-Builder shall prepare a Submittal schedule, and shall submit the schedule for the Owner's approval. The Owner's approval shall not unreasonably be delayed or withheld. The Submittal schedule shall (1) be coordinated with the Design-Builder's schedule provided in Section 3.1.9.1,(2) allow the Owner reasonable time to review Submittals, and (3) be periodically updated to reflect the progress of the Work. If the Design-Builder fails to submit a Submittal schedule, the Design-Builder shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of Submittals.

§ 3.1.11.2 By providing Submittals the Design-Builder represents to the Owner that it has (1) reviewed and approved them, (2) determined and verified materials, field measurements and field construction criteria related thereto, or

AIA Document A141 - 2014. Copyright 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AlA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:39:21 on 09/21/2015 under Order No.2044293056_1 which expires on 08/25/2016, and is not for resale.
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will do so and (3) checked and coordinated the information contained within such Submittals with the requirements of the Work and of the Design-Build Documents.

§ 3.1.11.3 The Design-Builder shall perform no portion of the Work for which the Design-Build Documents require Submittals until the Owner has approved the respective Submittal.

§ 3.1.11.4 The Work shall be in accordance with approved Submittals except that the Design-Builder shall not be relieved of its responsibility to perform the Work consistent with the requirements of the Design-Build Documents. The Work may deviate from the Design-Build Documents only if the Design-Builder has notified the Owner in writing of a deviation from the Design-Build Documents at the time of the Submittal and a Modification is executed authorizing the identified deviation. The Design-Builder shall not be relieved of responsibility for errors or omissions in Submittals by the Owner's approval of the Submittals.

§ 3.1.11.5 All professional design services or certifications to be provided by the Design-Builder, including all drawings, calculations, specifications, certifications, shop drawings and other Submittals, shall contain the signature and seal of the licensed design professional preparing them. Submittals related to the Work designed or certified by the licensed design professionals, if prepared by others, shall bear the licensed design professional's written approval. The Owner and its consultants shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals.

§ 3.1.12 Warranty. The Design-Builder warrants to the Owner that materials and equipment furnished under the Contract will be of good quality and new unless the Design-Build Documents require or permit otherwise. The Design-Builder further warrants that the Work will conform to the requirements of the Design-Build Documents and will be free from defects, except for those inherent in the quality of the Work or otherwise expressly permitted by the Design-Build Documents. Work, materials, or equipment not conforming to these requirements may be considered defective. The Design-Builder's warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Design-Builder, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the Owner, the Design-Builder shall furnish satisfactory evidence as to the kind and quality of materials and equipment.

§ 3.1.13 Royalties, Patents and Copyrights
§ 3.1.13.1 The Design-Builder shall pay all royalties and license fees.

§ 3.1.13.2 The Design-Builder shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and its separate contractors and consultants harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by the Owner, or where the copyright violations are required in the Owner's Criteria. However, if the Design-Builder has reason to believe that the design, process or product required in the Owner's Criteria is an infringement of a copyright or a patent, the Design-Builder shall be responsible for such loss unless such information is promptly furnished to the Owner. If the Owner receives notice from a patent or copyright owner of an alleged violation of a patent or copyright, attributable to the Design-Builder, the Owner shall give prompt written notice to the Design-Builder.

§ 3.1.14 Indemnification
§ 3.1.14.1 To the fullest extent permitted by law, the Design-Builder shall indemnify and hold harmless the Owner, including the Owner's agents and employees, from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work, but only to the extent caused by the negligent acts or omissions of the Design-Builder, Architect, a Consultant, a Contractor, or anyone directly or indirectly employed by them or anyone for whose acts they may be liable. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in this Section 3.1.14.

§ 3.1.14.2 The indemnification obligation under this Section 3.1.14 shall not be limited by a limitation on amount or type of damages, compensation, or benefits payable by or for Design-Builder, Architect, a Consultant, a Contractor, or anyone directly or indirectly employed by them, under workers' compensation acts, disability benefit acts or other employee benefit acts.

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§ 3.1.15 Contingent Assignment of Agreements
§ 3.1.15.1 Each agreement for a portion of the Work is assigned by the Design-Builder to the Owner, provided that

.1 assignment is effective only after termination of the Contract by the Owner for cause, pursuant to Sections 13.1.4 or 13.2.2, and only for those agreements that the Owner accepts by written notification to the Design-Builder and the Architect, Consultants, and Contractors whose agreements are accepted for assignment; and

.2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract.

When the Owner accepts the assignment of an agreement, the Owner assumes the Design-Builder's rights and obligations under the agreement.

§ 3.1.15.2 Upon such assignment, if the Work has been suspended for more than 30 days, the compensation under the assigned agreement shall be equitably adjusted for increases in cost resulting from the suspension.

§ 3.1.15.3 Upon such assignment to the Owner under this Section 3.1.15, the Owner may further assign the agreement to a successor design-builder or other entity. If the Owner assigns the agreement to a successor design-builder or other entity, the Owner shall nevertheless remain legally responsible for all of the successor design-builder's or other entity's obligations under the agreement.

§ 3.1.16 Design-Builder's Insurance and Bonds. The Design-Builder shall purchase and maintain insurance and provide bonds as set forth in Exhibit B.

ARTICLE 4 WORK PRIOR TO EXECUTION OF THE DESIGN-BUILD AMENDMENT
§ 4.1 General
§ 4.1.1 Any information submitted by the Design-Builder, and any interim decisions made by the Owner, shall be for the purpose of facilitating the design process and shall not modify the Owner's Criteria unless the Owner and Design-Builder execute a Modification.

§ 4.1.2 The Design-Builder shall advise the Owner on proposed site use and improvements, selection of materials, and building systems and equipment. The Design-Builder shall also provide the Owner with recommendations, consistent with the Owner's Criteria, on constructability; availability of materials and labor; time requirements for procurement, installation and constr uction; and factors related to construction cost including, but not limited to, costs of alternative designs or materials, preliminary budgets, life-cycle data, and possible cost reductions.

§ 4.2 Evaluation of the Owner's Criteria
§ 4.2.1 The Design-Builder shall schedule and conduct meetings with the Owner and any other necessary individuals or entities to discuss and review the Owner's Criteria as set forth in Section 1.1.The Design-Builder shall thereafter again meet with the Owner to discuss a preliminary evaluation of the Owner's Criteria. The preliminary evaluation shall address possible alternative approaches to design and construction of the Project and include the Design-Builder's recommendations, if any, with regard to accelerated or fast-track scheduling, procurement, or phased construction. The preliminary evaluation shall consider cost information, constructability, and procurement and construction scheduling issues.

§ 4.2.2 After the Design-Builder meets with the Owner and presents the preliminary evaluation, the Design-Builder shall provide a written report to the Owner, summarizing the Design-Builder's evaluation of the Owner's Criteria. The report shall also include

.1 allocations of program functions, detailing each function and their square foot areas;
.2 a preliminary estimate of the Cost of the Work, and, if necessary, recommendations to adjust the Owner's Criteria to conform to the Owner's budget;
.3 a preliminary schedule, which shall include proposed design milestones; dates for receiving

additional information from, or for work to be completed by, the Owner; anticipated date for the Design-Builder's Proposal; and dates of periodic design review sessions with the Owner; and .4 the following:
(List additional information, if any, to be included in the Design-Builder's written report.)

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§ 4.2.3 The Owner shall review the Design-Builder's written report and, if acceptable, provide the Design-Builder with written consent to proceed to the development of the Preliminary Design as described in Section 4.3. The consent to proceed shall not be understood to modify the Owner's Criteria unless the Owner and Design-Builder execute a Modification.

§ 4.3 Preliminary Design

§ 4.3.1 Upon the Owner's issuance of a written consent to proceed under Section 4.2.3, the Design-Builder shall prepare and submit a Preliminary Design to the Owner. The Preliminary Design shall include a report identifying any deviations from the Owner's Criteria, and shall include the following:

.1 Confirmation of the allocations of program functions;
.2 Site plan;
.3 Building plans, sections and elevations;
.4 Structural system;
.5 Selections of major building systems, including but not limited to mechanical, electrical and plumbing systems; and
.6 Outline specifications or sufficient drawing notes describing construction materials.

The Preliminary Design may include some combination of physical study models, perspective sketches, or digital modeling.

§ 4.3.2 The Owner shall review the Preliminary Design and, if acceptable, provide the Design-Builder with written consent to proceed to development of the Design-Builder's Proposal. The Preliminary Design shall not modify the Owner's Criteria unless the Owner and Design-Builder execute a Modification.

§ 4.4 Design-Builder's Proposal
§ 4.4.0 Subcontractor Approval/Bidding requirements
Upon the Owner's issuance of a written consent to proceed under Section 4.3.2, the Design-Builder shall solicit bids for the work. At the conclusion of the Bidding Phase, and before submitting its Proposal to Owner, he Owner and the Design-Builder will meet to review all received bids. It is understood by the Owner and Design-Builder that the bidding process will likely take place in phases in order to meet the schedule demands of the Project. In all instances any bids taken before the final Guaranteed Maximum Price Proposal is submitted must be tied back to the then current estimate of the Cost of the Work.

. 1 During the review meeting, the Design-Builder must present to the Owner the bid of the proposed Subcontractor for each proposed Subcontract plus, where possible, no less than two other bonafide and responsible bids for each proposed Subcontract from qualified and competent subcontractors, unless the Owner previously agreed to allow fewer bids. The Design-Builder must also provide the Owner with the analysis of the line items from the then current estimate to demonstrate the bids are at or below the estimated value contained in the then current estimate.
.2 The Owner will review the bids and with the advice of the Design-Builder, determine which bids will be accepted. The Design-Builder must not employ any Subconsultant or Subcontractor against whom the Owner has a reasonable objection. The Owner's approval or disapproval of any Subconsultant or Subcontractor, however, will not relieve the Design-Builder of its full responsibility for the performance of the Work. The Owner may not require the Design-Builder to engage any Subconsultant or Subcontractor against whom the Design-Builder has a reasonable objection.

§ 4.4.1 Upon the Owner's issuance of a written consent to proceed under Section 4.3.2, the Design-Builder shall prepare and submit the Design-Builder's Proposal to the Owner. The Design-Builder's Proposal shall include the following:

.1 A list of the Preliminary Design documents and other information, including the Design-Builder's clarifications, assumptions and deviations fr om the Owner's Criteria, upon which the Design-Builder's Proposal is based;
.2 The proposed Contract Sum, including the compensation method and, if based upon the Cost of the Work plus a fee, a written statement of estimated cost organized by trade categories, allowances, contingencies, Design-Builder's Fee, and other items that comprise the Contract Sum;

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.3 The proposed date the Design-Builder shall achieve Substantial Completion;
.4 An enumeration of any qualifications and exclusions, if applicable;
.5 A list of the Design-Builder's key personnel, Contractors and suppliers; and .6 The date on which the Design-Builder's Proposal expires.

§ 4.4.2 Submission of the Design-Builder's Proposal shall constitute a representation by the Design-Builder that it has visited the site and become familiar with local conditions under which the Work is to be completed.

§ 4.4.3 If the Owner and Design-Builder agree on a proposal, the Owner and Design-Builder shall execute the Design-Build Amendment setting forth the terms of their agreement.

ARTICLE 5 WORK FOLLOWING EXECUTION OF THE DESIGN-BUILD AMENDMENT
§ 5.1 Construction Documents

§ 5.1.1 Upon the execution of the Design-Build Amendment, the Design-Builder shall prepare Construction Documents. The Construction Documents shall establish the quality levels of materials and systems required. The Construction Documents shall be consistent with the Design-Build Documents.

§ 5.1.2 The Design-Builder shall provide the Construction Documents to the Owner for the Owner's information. If the Owner discovers any deviations between the Construction Documents and the Design-Build Documents, the Owner shall promptly notify the Design-Builder of such deviations in writing. The Construction Documents shall not modify the Design-Build Documents unless the Owner and Design-Builder execute a Modification. The failure of the Owner to discover any such deviations shall not relieve the Design-Builder of the obligation to perform the Work in accordance with the Design-Build Documents.

§ 5.2 Construction

§ 5.2.1 Commencement. Except as permitted in Section 5.2.2, construction shall not commence prior to execution of the Design-Build Amendment.

(Paragraph deleted)

§ 5.2.2 Project Schedules. The Design-Builder, promptly after being awarded the Contract, shall prepare and submit for the Owner's information a detailed Design-Builder's Construction Schedule for the Work. All schedules for the Project shall employ critical path method ("CPM") scheduling. The schedule shall not exceed time limits current under the Contract Documents, shall be revised at appropriate intervals as required by the Contract Documents and by the conditions of the Work and Project, shall be related to the entire Project, and shall provide for expeditious and practicable execution of the Work.

§ 5.2.2.1 The Design-Builder shall prepare and maintain the Design-Builder's Construction Schedule using CPM scheduling and Primavera P6 software. The Design-Builder shall satisfy the Schedule Protocol set forth below.

§ 5.2.2.2 The Design-Builder shall provide at least the following information in the Construction Schedule:

. 1 a graphic presentation of the sequence of the Work for the entire Project, including the installation and commissioning of the Owner Furnished Equipment;
.2 identification of each stage of the Work and any milestone dates;
.3 identification of activities and durations for review and approval of Shop Drawings, Product

Data, Samples, and similar required submittals; fabrication and review of mock-up Work; product review and procurement, fabrication, shop inspection, and delivery, including, but not limited to, lead time; coordination drawing delivery; Substantial Completion; Owner Furnished Equipment Installation and Commissioning, Project close-out requirements; Final Completion; and occupancy requirements;

.4 identification of disruptions and shutdowns due to other operations;
.5 identification of the critical path and longest path of the Work;
.6 identification of the crew size and total resource hours for each activity in the schedule;
.7 the Design-Builder's signature and date indicating approval; and
.8 a clear graphics legend.
.9 Identify adequate time for owner punchlist.

§ 5.2.2.3 For each activity, the Design-Builder shall include at least the following information in the Construction Schedule:

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. 1 activity identification and description;
.2 maximum duration that is appropriate for the activity;
.3 responsibility of the Design-Builder, Design-Builder's resources, and crew size;
.4 early start, early finish, late start, and late finish;
.5 predecessor activities and successor activities; and
.6 free float, total float, and percentage of completion.

§ 5.2.2.4 The Design-Builder shall use the Construction Schedule to plan, organize, and execute the Project, record and report actual performance and progress, and show how it plans to coordinate and complete all remaining Work within applicable milestones. The Design-Builder shall manage the Construction Schedule and the Work using early start dates and early finish dates. The Project participants shall use the Construction Schedule as a tool for scheduling, decision making and reporting sequenced progress of the Work.

§ 5.2.2.5 The Design-Builder shall submit the initial and all updates of the Construction Schedule in graphic and tabular form to the Owner's Project Representative and the Owner's Senior Representative.

. 1 The Design-Builder shall also submit all schedules to the Owner's Project Representative in the schedules' native electronic format (i.c., an .XER file).

§ 5.2.2.6 On a weekly basis, the Design-Builder shall prepare and submit to the Owner's Project Representative and the Owner's Senior Representative a two- to six-week look-ahead schedule and a written report (the written report may be bullet points used in the course of normal discussion topics for the weekly Project Meeting) describing:

. 1 activities begun or finished during the preceding week;
.2 activities in progress and expected completion;
.3 activities to be started or finished in the upcoming two to six weeks, including but not limited to, the Design-Builder's workforce size and total resource hours associated with those activities;
.4 recommendations for adjusting the Construction Schedule to meet milestone dates; and
.5 other information requested by the Owner's Project Representative or Special Project Manager.

§ 5.2.2.7 The Design-Builder shall update the Construction Schedule no less than every two (2) weeks and submit the updated schedule to the Owner's Project Representative and the Owner's Senior Representative.

.1 The Design-Builder shall provide information to demonstrate all changes to the previously approved schedule including, but not limited to, logic, float, and actual start date of activities.
.2 The updated Construction Schedule approved by the Design-Builder shall serve as an affirmation that the Design-Builder can meet the requirements of the updated Construction Schedule.

§ S.2.2.8 The Design-Builder's failure to timely submit and properly maintain an approved Construction Schedule may result in withholding payment.

§ 5.2.2.9 The Design-Builder shall prepare a submittal schedule, promptly after being awarded the Contract and thereafter as necessary to maintain a current submittal schedule, and shall submit the schedule(s) for the Owner's approval. The Owner's approval shall not unreasonably be delayed or withheld. The submittal schedule shall (1) be coordinated with the Design-Builder's Construction Schedule, and (2) allow the Owner's Project Representative and Owner's Senior Representative reasonable time to review submittals. If the Design-Builder fails to submit a submittal schedule, the Design-Builder shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of submittals.

§ 5.2.3 The Design-Builder shall supervise and direct the Work, using the Design-Builder's best skill and attention. The Design-Builder shall be solely responsible for, and have control over, construction means, methods, techniques, sequences and procedures, and for coordinating all portions of the Work under the Contract, unless the Design-Build Documents give other specific instructions concerning these matters.

§ 5.2.4 The Design-Builder shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work.

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§ 5.3 Labor and Materials
§ 5.3.1 Unless otherwise provided in the Design-Build Documents, the Design-Builder shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services, necessary for proper execution and completion of the Work, whether temporary or permanent, and whether or not incorporated or to be incorporated in the Work.

§ 5.3.2 When a material or system is specified in the Design-Build Documents, the Design-Builder may make substitutions only in accordance with Article 6.

§ 5.3.3 The Design-Builder shall enforce strict discipline and good order among the Design-Builder's employees and other persons carrying out the Work. The Design-Builder shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them.

§ 5.3.4 Labor Relations. Design-Builder shall employ only such labor at a Project as can work in harmony with other trades and personnel on the Project, including trades and labor retained by Owner to furnish and install any equipment or other work on the Project, and shall not cause dissension among any other workers or cause any work stoppages. If a work stoppage occurs on the job, whether by workers employed by Design-Builder or its subcontractors due to acts of either relating to Design-Builder's Work, Owner shall have the right to terminate this Agreement in accordance with the procedures set forth herein. In any event, and in addition to any remedies set forth herein, Design-Builder shall be responsible to Owner for all losses, damages and expenses incurred by Owner as a result of any such work stoppage, disruption, or other breach of this clause. Notwithstanding anything to the contrary herein, the parties agree that Design-Builder is not responsible hereunder for loss, damages, or expenses incurred by Owner to the extent any work stoppage or disruption is due to or initiated by the actions or inaction of any trades or labor retained by Owner to furnish and install equipment or other work on the Project.

§ 5.4 Taxes
The Design-Builder shall pay sales, consumer, use and similar taxes, for the Work provided by the Design-Builder, that are legally enacted when the Design-Build Amendment is executed, whether or not yet effective or merely scheduled to go into effect.

§ 5.5 Permits, Fees, Notices and Compliance with Laws
§ 5.5.1 Unless otherwise provided in the Design-Build Documents, the Design-Builder shall secure and pay for the building permit as well as any other permits, fees, licenses, and inspections by government agencies, necessary for proper execution of the Work and Substantial Completion of the Project.

§ 5.5.2 The Design-Builder shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, applicable to performance of the Work.

§ 5.5.3 Concealed or Unknown Conditions. If the Design-Builder encounters conditions at the site that are (1) subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Design-Build Documents or (2) unknown physical conditions of an unusual nature that differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Design-Build Documents, the Design-Builder shall promptly provide notice to the Owner before conditions are disturbed and in no event later than 21 days after first observance of the conditions. The Owner shall promptly investigate such conditions and, if the Owner determines that they differ materially and cause an increase or decrease in the Design-Builder's cost of, or time required for, performance of any part of the Work, shall recommend an equitable adjustment in the Contract Sum or Contract Time, or both. If the Owner determines that the conditions at the site are not materially different from those indicated in the Design-Build Documents and that no change in the terms of the Contract is justified, the Owner shall promptly notify the Design-Builder in writing, stating the reasons. If the Design-Builder disputes the Owner's determination or recommendation, the Design-Builder may proceed as provided in Article 14.

§ 5.5.4 If, in the course of the Work, the Design-Builder encounters human remains, or recognizes the existence of burial markers, archaeological sites, or wetlands, not indicated in the Design-Build Documents, the Design-Builder shall immediately suspend any operations that would affect them and shall notify the Owner. Upon receipt of such notice, the Owner shall promptly take any action necessary to obtain governmental authorization required to resume the operations. The Design-Builder shall continue to suspend such operations until otherwise instructed by the

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Owner but shall continue with all other operations that do not affect those remains or features. Requests for adjustments in the Contract Sum and Contract Time arising from the existence of such remains or features may be made as provided in Article 14.

§ 5.6 Allowances
§ 5.6.1 The Design-Builder shall include in the Contract Sum all allowances stated in the Design-Build Documents. Items covered by allowances shall be supplied for such amounts, and by such persons or entities as the Owner may direct, but the Design-Builder shall not be required to employ persons or entities to whom the Design-Builder has reasonable objection.

§ 5.6.2 Unless otherwise provided in the Design-Build Documents,

.1 allowances shall cover the cost to the Design-Builder of materials and equipment delivered at the site and all required taxes, less applicable trade discounts;
.2 the Design-Builder's costs for unloading and handling at the site, labor, installation costs, overhead, profit, and other expenses contemplated for stated allowance amounts, shall be included in the Contract Sum but not in the allowances; and
.3 whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Section 5.6.2.1 and (2) changes in Design-Builder's costs under Section 5.6.2.2.

§ 5.6.3 The Owner shall make selections of materials and equipment with reasonable promptness for allowances requiring Owner selection.

§ 5.7 Key Personnel, Contractors and Suppliers
§ 5,7.1 The Design-Builder shall not employ personnel, or contract with Contractors or suppliers to whom the Owner has made reasonable and timely objection. The Design-Builder shall not be required to contract with anyone to whom the Design-Builder has made reasonable and timely objection.

§ 5.7.2 .1 Design-Builder's Key Personnel. The Design-Builder shall not replace any of its Key Personnel identified below except with the Owner's prior written consent unless the person ceases to be in the Design-Builder's employ. The Design-Builder acknowledges that the Design-Builder's assignment to the Project of the Design-Builder's Key Personnel in their assigned capacities is a material inducement to the Owner entering into this Agreement. The Owner and the Design-Builder acknowledge that if any one of the Design-Builder's Key Personnel ceases to perform services for the Project in the Key Personnel's assigned capacity, it would be difficult, if not impossible, to determine the actual damages to the Owner. Consequently, in that event, the Owner and the Design-Builder agree that as liquidated damages, and not as a penalty, the Design-Builder shall, at the Owner's option, pay to or credit the Owner the below-described amount of the associated liquidated-damages per-person sum set forth next to the names and titles of the Key Personnel identified. Design-Builder's "Key Personnel" for the Project are:
.1 Vem Taylor, Project Executive. During construction, Mr, Taylor will be on-site the greater of (a) 20% of the Project Time, (b) one day a week; or (c) as-needed; Liquidated damages per-person sum = $15,000.00.

.2 Scot Matthews, Project Manager. During Construction, Mi-. Matthews will be on site the greater of: (a) 40% of the Project Time; or (b) 2 days a week. Liquidated damages per-person sum = $20,000.00.

.3 David Oiler, Superintendent. During Construction, Mr. Sullivan be on site no less than: (a) 100% of the Project Time; or (b) each workday in which the Design-Builder is performing operations. Liquidated damages per-person sum = $25,000.00.
.2 Assessment of liquidated damages for failure to provide Key Personnel:

It is agreed that liquidated damages under § 5.7.2.1 will be subject to the following clarifications:

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.1 0% (i.e., no liquidated damages) if the Key Person dies or due to illness or other temporary or permanent physical or mental disability is no longer capable of performing services for the Project in the Key Person's assigned capacity;
.2 0% (i.e., no liquidated damages) if the Key Person's employment with the Design-Builder is terminated by either the Key Person or the Design-Builder, provided that:

.a the Design-Builder gives the Owner written notice of the termination of the Key Person's employment within a reasonable time after such termination; and
.b the Design-Builder provides a replacement for the departing Key Person who is reasonably acceptable to the Owner;

.3 100% if the Key Person's employment with the Design-Builder is terminated by the Key Person or the Design-Builder and the Design-Builder fails to perform its obligations under § 5.7.2.2.a and .b);
.4 100% if the Key Person, although still employed by the Design-Builder, ceases to perform services for the Project in the Key Person's assigned capacity.

§ 5.7.3 Except for those persons or entities already identified or required in the Design-Build Amendment, the Design-Builder, as soon as practicable after execution of the Design-Build Amendment, shall furnish in writing to the Owner the names of persons or entities (including those who are to furnish materials or equipment fabricated to a special design) proposed for each principal portion of the Work. The Owner may reply within 14 days to the Design-Builder in writing stating (1) whether the Owner has reasonable objection to any such proposed person or entity or (2) that the Owner requires additional time for review. Failure of the Owner to reply within the 14-day period shall constitute notice of no reasonable objection.

§ 5.7.3.1 If the Owner has reasonable objection to a person or entity proposed by the Design-Builder, the Design-Builder shall propose another to whom the Owner has no reasonable objection. If the rejected person or entity was reasonably capable of performing the Work, the Contract Sum and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be issued before commencement of the substitute person or entity's Work. However, no increase in the Contract Sum or Contract Time shall be allowed for such change unless the Design-Builder has acted promptly and responsively in submitting names as required.

§ 5.8 Documents and Submittals at the Site
The Design-Builder shall maintain at the site for the Owner one copy of the Design-Build Documents and a current set of the Construction Documents, in good order and marked currently to indicate field changes and selections made during construction, and one copy of approved Submittals. The Design-Builder shall deliver these items to the Owner in accordance with Section 9.10.2 as a record of the Work as constructed.

§ 5.9 Use of Site
The Design-Builder shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, codes, rules and regulations, lawful orders of public authorities, and the Design-Build Documents, and shall not unreasonably encumber the site with materials or equipment.

§ 5.10 Cutting and Patching
The Design-Builder shall not cut, patch or otherwise alter fully or partially completed construction by the Owner or a separate contractor except with written consent of the Owner and of such separate contractor; such consent shall not be unreasonably withheld. The Design-Builder shall not unreasonably withhold from the Owner or a separate contractor the Design-Builder's consent to cutting or otherwise altering the Work.

§ 5.11 Cleaning Up
§ 5.11.1 The Design-Builder shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work, the Design-Builder shall remove waste materials, rubbish, the Design-Builder's tools, construction equipment, machinery and surplus materials from and about the Project.

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§ 5.11.2 If the Design-Builder fails to clean up as provided in the Design-Build Documents, the Owner may do so and Owner shall be entitled to reimbursement from the Design-Builder.

§ 5.12 Access to Work
The Design-Builder shall provide the Owner and its separate contractors and consultants access to the Work in preparation and progress wherever located. The Design-Builder shall notify the Owner regarding Project safety criteria and programs, which the Owner, and its contractors and consultants, shall comply with while at the site.

§ 5.13 Construction by Owner or by Separate Contractors § 5.13.1 Owner's Right to Perform Construction and to Award Separate Contracts

§ 5.13.1.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces; and to award separate contracts in connection with other portions of the Project, or other construction or operations on the site, under terms and conditions identical or substantially similar to this Contract, including those terms and conditions related to insurance and waiver of subrogation. The Owner shall notify the Design-Builder promptly after execution of any separate contract. If the Design-Builder claims that delay or additional cost is involved because of such action by the Owner, the Design-Builder shall make a Claim as provided in Article 14.

§ 5.13.1.2 When separate contracts are awarded for different portions of the Project or other construction or operations on the site, the term "Design-Builder" in the Design-Build Documents in each case shall mean the individual or entity that executes each separate agreement with the Owner.

§ 5.13.1.3 The Owner shall provide for coordination of the activities of the Owner's own forces, and of each separate contractor, with the Work of the Design-Builder, who shall cooperate with them. The Design-Builder shall participate with other separate contractors and the Owner in reviewing their construction schedules. The Design-Builder shall make any revisions to the construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Design-Builder, separate contractors and the Owner until subsequently revised.

§ 5.13.1.4 Unless otherwise provided in the Design-Build Documents, when the Owner performs construction or operations related to the Project with the Owner's own forces or separate contractors, the Owner shall be deemed to be subject to the same obligations, and to have the same rights, that apply to the Design-Builder under the Contract.

§ 5.14 Mutual Responsibility
§ 5.14.1 The Design-Builder shall afford the Owner and separate contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall comiect and coordinate the Design-Builder's construction and operations with theirs as required by the Design-Build Documents.

§ 5.14.2 If part of the Design-Builder's Work depends upon construction or operations by the Owner or a separate contractor, the Design-Builder shall, prior to proceeding with that portion of the Work, prepare a written report to the Owner, identifying apparent discrepancies or defects in the construction or operations by the Owner or separate contractor that would render it unsuitable for proper execution and results of the Design-Builder's Work. Failure of the Design-Builder to report shall constitute an acknowledgment that the Owner's or separate contractor's completed or partially completed construction is fit and proper to receive the Design-Builder's Work, except as to defects not then reasonably discoverable.

§ 5.14.3 The Design-Builder shall reimburse the Owner for costs the Owner incurs that are payable to a separate contractor because of the Design-Builder's delays, improperly timed activities or defective construction. The Owner shall be responsible to the Design-Builder for costs the Design-Builder incurs because of a separate contractor's delays, improperly timed activities, damage to the Work or defective construction.

§ 5.14.4 The Design-Builder shall promptly remedy damage the Design-Builder wrongfully causes to completed or partially completed construction or to property of the Owner or separate contractors as provided in Section 10.2.5.

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§ 5.14.5 The Owner and each separate contractor shall have the same responsibilities for cutting and patching the Work as the Design-Builder has with respect to the construction of the Owner or separate contractors in Section 5.10.

§ 5.15 Owner's Right to Clean Up
If a dispute arises among the Design-Builder, separate contractors and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish, the Owner may clean up and will allocate the cost among those responsible.

ARTICLE 6 CHANGES IN THE WORK
§ 6.1 General
§ 6.1.1 Changes in the Work may be accomplished after execution of the Contract, and without invalidating the Contract, by Change Order or Change Directive, subject to the limitations stated in this Article 6 and elsewhere in the Design-Build Documents.

§ 6.1.2 A Change Order shall be based upon agreement between the Owner and Design-Builder. The Owner may issue a Change Directive without agreement by the Design-Builder.

§ 6.1.3 Changes in the Work shall be performed under applicable provisions of the Design-Build Documents, and the Design-Builder shall proceed promptly, unless otherwise provided in the Change Order or Change Directive.

§ 6.2 Change Orders
A Change Order is a written instrument signed by the Owner and Design-Builder stating their agreement upon all of the following:

.1 The change in the Work;

.2 The amount of the adjustment, if any, in the Contract Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-Builder's compensation; and .3 The extent of the adjustment, if any, in the Contract Time.

§ 6.3 Change Directives
§ 6.3.1 A Change Directive is a written order signed by the Owner directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-Builder's compensation, or Contract Time. The Owner may by Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions, the Contract Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-Builder's compensation, and Contract Time being adjusted accordingly.

§ 6.3.1.1 Mechanic's Lien Removal. Design-Builder agrees that it will promptly remove or bond off to Owner's satisfaction any and all mechanic's liens asserted against the Project or Property arising out of the performance of the Work provided that the reason for the lien is not related to the Owner's failure to make payments when due in accordance with the terms of this Agreement to the Design-Builder for the work of the lien-claimant. If Design-Builder fails to take steps to cause any lien to be discharged or bonded within fifteen (15) days after being notified of the filing thereof, then in addition to any other right or remedy of Owner, Owner may bond or discharge the same by paying the amount claimed to be due, and the amount so paid by Owner including reasonable attorneys' fees incurred by Owner either in defending against such lien or in procuring the bonding or discharge of such lien, together with interest thereon, shall be due and payable by Design-Builder to Owner. If such lien is litigated or arbitrated Design-Builder agrees to pay all Owner's reasonable attorneys' fees and any amounts to satisfy a resulting settlement, judgment, or award.

§ 6.3.2 A Change Directive shall be used in the absence of total agreement on the terms of a Change Order.

§ 6.3.3 If the Change Directive provides for an adjustment to the Contract Sum or, if prior to execution of the Design-Build Amendment, an adjustment in the Design-Builder's compensation, the adjustment shall be based on one of the following methods:

.1 Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation;
.2 Unit prices stated in the Design-Build Documents or subsequently agreed upon;

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3 Cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or ,4 As provided in Section 6.3.7.

§ 6.3.4 If unit prices are stated in the Design-Build Documents or subsequently agreed upon, and if quantities originally contemplated are materially changed in a proposed Change Order or Change Directive so that application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or Design-Builder, the applicable unit prices shall be equitably adjusted.

§ 6.3.5 Upon receipt of a Change Directive, the Design-Builder shall promptly proceed with the change in the Work involved and advise the Owner of the Design-Builder's agreement or disagreement with the method, if any, provided in the Change Directive for determining the proposed adjustment in the Contract Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-Builder's compensation, or Contract Time.

§ 6.3.6 A Change Directive signed by the Design-Builder indicates the Design-Builder's agreement therewith, including adjustment in Contract Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-Builder's compensation, and Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order.

§ 6.3.7 If the Design-Builder does not respond promptly or disagrees with the method for adjustment in the Contract Sum or, if prior to execution of the Design-Build Amendment, the method for adjustment in the Design-Builder's compensation, the Owner shall determine the method and the adjustment on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in case of an increase, an amount for overhead and profit as set forth in the Agreement, or if no such amount is set forth in the Agreement, a reasonable amount. In such case, and also under Section 6.3.3.3, the Design-Builder shall keep and present, in such form as the Owner may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Design-Build Documents, costs for the purposes of this Section 6.3.7 shall be limited to the following:

.1 Additional costs of professional services;
.2 Costs of labor, including social security, unemployment insurance, fringe benefits required by agreement or custom, and workers' compensation insurance;
.3 Costs of materials, supplies and equipment, including cost of transportation, whether incorporated or consumed;
.4 Rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Design-Builder or others;
.5 Costs of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related to the Work; and
.6 Additional costs of supervision and field office personnel directly attributable to the change.

§ 6.3.8 The amount of credit to be allowed by the Design-Builder to the Owner for a deletion or change that results in a net decrease in the Contract Sum or, if prior to execution of the Design-Build Amendment, in the Design-Builder's compensation, shall be actual net cost. When both additions and credits covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change.

§ 6.3.9 Pending final determination of the total cost of a Change Directive to the Owner, the Design-Builder may request payment for Work completed under the Change Directive in Applications for Payment. The Owner will make an interim determination for purposes of certification for payment for those costs deemed to be reasonably justified. The Owner's interim determination of cost shall adjust the Contract Sum or, if prior to execution of the Design-Build Amendment, the Design-Builder's compensation, on the same basis as a Change Order, subject to the right of Design-Builder to disagree and assert a Claim in accordance with Article 14.

§ 6.3.10 When the Owner and Design-Builder agree with a determination concerning the adjustments in the Contract Sum or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-Builder's compensation and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and the Owner and Design-Builder shall execute a Change Order. Change Orders may be issued for all or any part of a Change Directive.

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ARTICLE 7 OWNER’S RESPONSIBILITIES
§ 7.1 General
§ 7.1.1 The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all Project matters requiring the Owner’s approval or authorization.

§ 7.1.1.1 The Owner designates Keith Bennet, its Special Projects Manager, as its "Senior Representative," who is authorized to bind the Owner with respect to all matters requiring Owner’s approval or authorization. The Owner designates Donald P. McCarthy of McCarthy Consulting, LLC, as the "Owner’s Project Representative."

.A The Owner’s Project Representative will:
.1 assist the Owner with monitoring the project Budget;
.2 receive, upon request, copies of any contracts with trade Design-Builders and material and equipment suppliers;
.3 review the Design-Builders’ development of a Contract Sum/GMP proposal for the Project;
.4 monitor the initial detailed Baseline Project Schedule;
.5 review the Project phasing plan;
.6 participate in weekly project meetings with the Design-Builder and others with an interest in the Project;
.7 monitor Project cost reports;
.8 monitor the detailed Construction Schedule;
.9 assist with the negotiation of all Change Orders;
.10 review and assist with the processing of applications for Payment and invoices;
.11 coordinate Requests for Information submitted to the Owner; and
.12 administer the contract between the Owner and Design-Builder as set forth in their Contract.

§ 7.1.1.2 Under no circumstances is the Owner’s Project Representative authorized to:

. 1 bind the Owner to any authorizations under, modifications of, or amendments to any contract in the excess of the sum of $10,000.00. (Owner’s Senior Representative must approve all changes in excess of $10,000.00);
.2 accept any defective or nonconforming services, work, or vendor-furnished items;
.3 make any settlements on behalf of the Owner other than expressly permitted herein;
.4 order suspension of any Work, except in the event of an emergency affecting the safety of people or property;
.5 assume any responsibilities of the Design-Builder, the Design-Builder’s Project Representative, trade Design-Builders, or material and equipment suppliers;
.6 take control or charge of or be responsible for the means, methods, techniques, sequences, or procedures in connection with any professional services; or
.7 take control or charge of

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trade Design-Builders, or material and equipment suppliers;

.6 take control or charge of or be responsible for the means, methods, techniques,sequences, or procedures in connection with any professional services; or .7 take control or charge of or be responsible for the construction means, methods, techniques, sequences, procedures, or safety precautions and programs in connection with any Work.

§ 7.1.2 The Owner shall render decisions in a timely manner and in accordance with the Design-Builder’s schedule agr eed to by the Owner. The Owner shall furnish to the Design-Builder, within 15 days after receipt of a written request, information necessary and relevant for the Design-Builder to evaluate, give notice of or enforce mechanic’s lien rights. Such information shall include a correct statement of the record legal title to the property on which the Project is located, usually referred to as the site, and the Owner’s interest therein.

§ 7.2 Information and Services Required of the Owner
§ 7.2.1 The Owner shall furnish information or services required of the Owner by the Design-Build Documents with reasonable promptness.

§ 7.2.2 The Owner shall provide, to the extent under the Owner’s control and if not required by the Design-Build Documents to be provided by the Design-Builder, the results and reports of prior tests, inspections or investigations conducted for the Project involving structural or mechanical systems; chemical, air and water pollution; hazardous materials; or environmental and subsurface conditions and information regarding the presence of pollutants at the Project site. Upon receipt of a written request from the Design-Builder, the Owner shall also provide surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site under the Owner’s control.

§ 7.2.3 The Owner shall promptly obtain easements, zoning variances, and legal authorizations or entitlements regarding site utilization where essential to the execution of the Project.

§ 7.2.4 The Owner shall cooperate with the Design-Builder in securing building and other permits, licenses and inspections.

§ 7.2.5 The services, information, surveys and reports required to be provided by the Owner under this Agreement, shall be furnished at the Owner’s expense, and except as otherwise specifically provided in this Agreement or elsewhere in the Design-Build Documents or to the extent the Owner advises the Design-Builder to the contrary in writing, the Design-Builder shall be entitled to rely upon the accuracy and completeness thereof. In no event shall the Design-Builder be relieved of its responsibility to exercise proper precautions relating to the safe performance of the Work.

§ 7.2.6 If the Owner observes or otherwise becomes aware of a fault or defect in the Work or non-conformity with the Design-Build Documents, the Owner shall give prompt written notice thereof to the Design-Builder.

§ 7.2.7 Prior to the execution of the Design-Build Amendment, the Design-Builder may request in writing that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Owner’s obligations under the Design-Build Documents and the Design-Builder’s Proposal. Thereafter, the Design-Builder may only request such evidence if (1) the Owner fails to make payments to the Design-Builder as the Design-Build Documents require; (2) a change in the Work materially changes the Contract Sum; or (3) the Design-Builder identifies in writing a reasonable concern regarding the Owner’s ability to make payment when due. The Owner shall furnish such evidence as a condition precedent to commencement or continuation of the Work or the portion of the Work affected by a material change. After the Owner furnishes the evidence, the Owner shall not materially vary such financial arrangements without prior notice to the Design-Builder.

§ 7.2.8 Except as otherwise provided in the Design-Build Documents or when direct communications have been specially authorized, the Owner shall communicate through the Design-Builder with persons or entities employed or retained by the Design-Builder.

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§ 7.2.9 Unless required by the Design-Build Documents to be provided by the Design-Builder, the Owner shall, upon request from the Design-Builder, furnish the services of geotechnical engineers or other consultants for investigation of subsurface, air and water conditions when such services are reasonably necessary to properly carry out the design services furnished by the Design-Builder. In such event, the Design-Builder shall specify the services required. Such services may include, but are not limited to, test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and resistivity tests, and necessary operations for anticipating subsoil conditions. The services of geotechnical engineer(s) or other consultants shall include preparation and submission of all appropriate reports and professional recommendations.

§ 7.2.10 The Owner shall purchase and maintain insurance as set forth in Exhibit B.

§ 7.3 Submittals
§ 7.3.1 The Owner shall review and approve or take other appropriate action on Submittals. Review of Submittals is not conducted for the purpose of determining the accuracy and completeness of other details, such as dimensions and quantities; or for substantiating instructions for installation or performance of equipment or systems; or for determining that the Submittals are in conformance with the Design-Build Documents, all of which remain the responsibility of the Design-Builder as required by the Design-Build Documents. The Owner’s action will be taken in accordance with the submittal schedule approved by the Owner or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Owner’s judgment to permit adequate review. The Owner’s review of Submittals shall not relieve the Design-Builder of the obligations under Sections 3.1.11, 3.1.12, and 5.2.3. The Owner’s review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Owner, of any construction means, methods, techniques, sequences or procedures. The Owner’s approval of a specific item shall not indicate approval of an assembly of which the item is a component.

§ 7.3.2 Upon review of the Submittals required by the Design-Build Documents, the Owner shall notify the Design-Builder of any non-conformance with the Design-Build Documents the Owner discovers.

§ 7.4 Visits to the site by the Owner shall not be construed to create an obligation on the part of the Owner to make on-site inspections to check the quality or quantity of the Work. The Owner shall neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the Work, because these are solely the Design-Builder’s rights and responsibilities under the Design-Build Documents.

§ 7.5 The Owner shall not be responsible for the Design-Builder’s failure to perform the Work in accordance with the requirements of the Design-Build Documents. The Owner shall not have control over or charge of, and will not be responsible for acts or omissions of the Design-Builder, Architect, Consultants, Contractors, or their agents or employees, or any other persons or entities performing portions of the Work for the Design-Builder.

§ 7.6 The Owner has the authority to reject Work that does not conform to the Design-Build Documents. The Owner shall have authority to require inspection or testing of the Work in accordance with Section 15.5.2, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Owner nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Owner to the Design-Builder, the Architect, Consultants, Contractors, material and equipment suppliers, their agents or employees, or other persons or entities performing portions of the Work.

§ 7.7 The Owner shall determine the date or dates of Substantial Completion in accordance with Section 9.8 and the date of final completion in accordance with Section 9.10.

§ 7.8 Owner’s Right to Stop Work
If the Design-Builder fails to correct Work which is not in accordance with the requirements of the Design-Build Documents as required by Section 11.2 or persistently fails to carry out Work in accordance with the Design-Build Documents, the Owner may issue a written order to the Design-Builder to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Design-Builder or any other person or entity, except to the extent required by Section 5.13.1.3.

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§ 7.9 Owner’s Right to Carry Out the Work

If the Design-Builder defaults or neglects to carry out the Work in accordance with the Design-Build Documents and fails within a ten-day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies, hi such case, an appropriate Change Order shall be issued deducting from payments then or thereafter due the Design-Builder the reasonable cost of correcting such deficiencies. If payments then or thereafter due the Design-Builder are not sufficient to cover such amounts, the Design-Builder shall pay the difference to the Owner.

ARTICLE 8 TIME
§ 8.1 Progress and Completion
§ 8.1.1 Time limits stated in the Design-Build Documents are of the essence of the Contract. By executing the Design-Build Amendment the Design-Builder confirms that the Contract Time is a reasonable period for performing the Work.

§ 8.1.2 The Design-Builder shall not, except by agreement of the Owner in writing, commence the Work prior to the effective date of insurance, other than property insurance, required by this Contract. The Contract Time shall not be adjusted as a result of the Design-Builder’s failure to obtain insurance required under this Contract.

§ 8.1.3 The Design-Builder shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time.

§ 8.2 Delays and Extensions of Time
§ 8.2.1 If the Design-Builder is delayed at any time in the commencement or progress of the Work by an act or neglect of the Owner or of a consultant or separate contractor employed by the Owner; or by changes ordered in the Work by the Owner; or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Design-Builder’s control; or by delay authorized by the Owner pending mediation and binding dispute resolution or by other causes that the Owner determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable time as the Owner and Design-Builder agree is appropriate.

§ 8.2.2 Claims relating to time shall be made in accordance with applicable provisions of Article 14.

§ 8.2.3 This Section 8.2 does not preclude recovery of damages for delay by either party under other provisions of the Design-Build Documents.

§ 8.2.4 Liquidated Damages
Design-Builder and Owner agree that time is of the essence of this Agreement, that the Project when completed will be a revenue generating enterprise for the Owner, and the Owner will suffer financial loss if the Work is not completed within the time(s) specified in the Contract, plus any extensions thereof for excusable delay hereunder including but not limited to delay due to lost weather in excess of the ten workdays set forth in the Contractors’ original schedule for delay due to force majeure or other just cause for which the Design-Builder is entitled to a time extension under § 8.2.1. The parties also recognize the delays, expense, and difficulties involved in proving in a legal or arbitration proceeding the actual loss suffered by Owner if the Work is not completed on time.

Accordingly, instead of requiring any such proof, Owner and Design-Builder agree that as liquidated damages for delay (but not as a penalty), Design-Builder shall pay to or credit the Owner $5,000.00 for each day that expires after the time for Substantial Completion, with such damages accruing until the Design-Builder reaches Substantial Completion, hi addition to other rights that the Owner may have relative to liquidated damages, it may deduct the liquidated damages from the Contract Sum as the damages accrue. If payments then or thereafter due the Design-Builder are not sufficient to cover such amounts, the Design-Builder shall immediately pay the amount of the insufficiency to the Owner.

.1 Liquidated Damages Grace Period. For the purpose of calculating any liquidated damages hereunder, the parties agree that a grace period of ten (10) days shall be observed;
.2 Extension to the Completion Date for Weather or Seasonal Conditions. Delays caused by weather and seasonal conditions should be anticipated by Design-Builder in preparing its schedule

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for the work, and Design-Builder should ensure that it has accounted for such days in all schedules for the Work. Such "weather delays" will be considered as the basis for an extension of the Contract lime only when (1) the Design-Builder’s accepted Project Schedule depicts Work on the critical path and (2) the actual number of workdays lost exceeds the ten work days allotted by Contractor to account for weather during the winter months; and (3) the impacted work on the day in question was not pushed to that day by any previous fault of Design-Builder. The parties agree that for purposes of determining excusable delay due to unusual weather conditions a "weather day" is a workday on which weather or seasonable conditions reduced productivity by more than 50% on items of work on the critical path. Design-Builder agrees that weekends and holidays will not be considered as lost workdays by the Owner unless the Design-Builder normally works those days or unless the Owner has directed the Design-Builder to work those days. The Design-Builder agrees that at least once a month with each schedule update it will submit the dates and number of weather days in writing to the Owner’s Project Representative and Owner’s Senior Representative and if fails to do so at least once a month during the Project construction phase for the lost days in the preceding month, that it waives any right to additional time for the month in question.

ARTICLE 9 PAYMENT APPLICATIONS AND PROJECT COMPLETION
§ 9.1 Contract Sum
The Contract Sum is stated in the Design-Build Amendment.

§ 9.2 Schedule of Values
Where the Contract Sum is based on a stipulated sum or Guaranteed Maximum Price, the Design-Builder, prior to the first Application for Payment after execution of the Design-Build Amendment shall submit to the Owner a schedule of values allocating the entire Contract Sum to the various portions of the Work and prepared in such form and supported by such data to substantiate its accuracy as the Owner may require. This schedule, unless objected to by the Owner, shall be used as a basis for reviewing the Design-Builder’s Applications for Payment.

§ 9.3 Applications for Payment
§ 9.3.1 At least ten days before the date established for each progress payment, the Design-Builder shall submit to the Owner an itemized Application for Payment for completed portions of the Work. The application shall be notarized, if required, and supported by data substantiating the Design-Builder’s right to payment as the Owner may require, such as copies of requisitions from the Architect, Consultants, Contractors, and material suppliers, and shall reflect retainage if provided for in the Design-Build Documents.

§ 9.3.1.1 As provided in Section 6.3.9, Applications for Payment may include requests for payment on account of changes in the Work that have been properly authorized by Change Directives, or by interim determinations of the Owner, but not yet included in Change Orders.

§ 9.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for which the Design-Builder does not intend to pay the Architect, Consultant, Contractor, material supplier, or other persons or entities providing services or work for the Design-Builder, unless such Work has been performed by others whom the Design-Builder intends to pay.

§ 9.3.2 Unless otherwise provided in the Design-Build Documents, payments shall be made for services provided as well as materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Design-Builder with procedures satisfactory to the Owner to establish the Owner’s title to such materials and equipment or otherwise protect the Owner’s interest, and shall include the costs of applicable insurance, storage and transportation to the site for such materials and equipment stored off the site.

§ 9.3.3 The Design-Builder warrants that title to all Work, other than Instruments of Service, covered by an Application for Payment will pass to the Owner no later than the time of payment. The Design-Builder further warrants that, upon submittal of an Application for Payment, all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Design-Builder’s knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of the

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Design-Builder, Architect, Consultants, Contractors, material suppliers, or other persons or entities entitled to make a claim by reason of having provided labor, materials and equipment relating to the Work.

§ 9.4 Certificates for Payment
The Owner shall, within five (5) business days after receipt of the Design-Builder’s Application for Payment, issue to the Design-Builder a Certificate for Payment indicating the amount the Owner determines is properly due, and notify the Design-Builder in writing of the Owner’s reasons for withholding certification in whole or in part as provided in Section 9.5.1.

§ 9.5 Decisions to Withhold Certification
§ 9.5.1 The Owner may withhold a Certificate for Payment in whole or in part to the extent reasonably necessary to protect the Owner due to the Owner’s determination that the Work has not progressed to the point indicated in the Design-Builder’s Application for Payment, or the quality of the Work is not in accordance with the Design-Build Documents. If the Owner is unable to certify payment in the amount of the Application, the Owner will notify the Design-Builder as provided in Section 9.4. If the Design-Builder and Owner cannot agree on a revised amount, the Owner will promptly issue a Certificate for Payment for the amount that the Owner deems to be due and owing. The Owner may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued to such extent as may be necessary to protect the Owner from loss for which the Design-Builder is responsible because of
.1 defective Work, including design and construction, not remedied;
.2 third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to the Owner is provided by the Design-Builder;
.3 failure of the Design-Builder to make payments properly to the Architect, Consultants, Contractors or others, for services, labor, materials or equipment;
.4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum;
.5 damage to the Owner or a separate contractor;
.6 reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or
.7 repeated failure to carry out the Work in accordance with the Design-Build Documents.

§ 9.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld.

§ 9.5.3 If the Owner withholds certification for payment under Section 9.5.1.3, the Owner may, at its sole option, issue joint checks to the Design-Builder and to the Architect or any Consultants, Contractor, material or equipment suppliers, or other persons or entities providing services or work for the Design-Builder to whom the Design-Builder failed to make payment for Work properly performed or material or equipment suitably delivered.

§ 9.6 Progress Payments
§ 9.6.1 After the Owner has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Design-Build Documents.

§ 9.6.2 The Design-Builder shall pay each Architect, Consultant, Contractor, and other person or entity providing services or work for the Design-Builder no later than the time period required by applicable law, but in no event more than fifteen (15) days after receipt of payment from the Owner the amount to which the Architect, Consultant, Contractor, and other person or entity providing services or work for the Design-Builder is entitled, reflecting percentages actually retained from payments to the Design-Builder on account of the portion of the Work performed by the Architect, Consultant, Contractor, or other person or entity. The Design-Builder shall, by appropriate agreement with each Architect, Consultant, Contractor, and other person or entity providing services or work for the Design-Builder, require each Architect, Consultant, Contractor, and other person or entity providing services or work for the Design-Builder to make payments to subconsultants and subcontractors in a similar manner.

§ 9.6.3 The Owner will, on request and if practicable, furnish to the Architect, a Consultant, Contractor, or other person or entity providing services or work for the Design-Builder, information regarding percentages of completion or amounts applied for by the Design-Builder and action taken thereon by the Owner on account of portions of the

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Work done by such Architect, Consultant, Contractor or other person or entity providing services or work for the Design-Builder.

§ 9.6.4 The Owner has the right to request written evidence h orn the Design-Builder that the Design-Builder has properly paid the Architect, Consultants, Contractors, or other person or entity providing services or work for the Design-Builder, amounts paid by the Owner to the Design-Builder for the Work. If the Design-Builder fails to furnish such evidence within seven days, the Owner shall have the right to contact the Architect, Consultants, and Contractors to ascertain whether they have been properly paid. The Owner shall have no obligation to pay or to see to the payment of money to a Consultant or Contractor, except as may otherwise be required by law.

§ 9.6,5 Design-Builder payments to material and equipment suppliers shall be treated in a manner similar to that provided in Sections 9.6.2, 9.6.3 and 9.6.4.

§ 9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Design-Build Documents.

§ 9.6.7 Unless the Design-Builder provides the Owner with a payment bond in the fill I penal sum of the Contract Sum, payments received by the Design-Builder for Work properly performed by the Architect, Consultants, Contractors and other person or entity providing services or work for the Design-Builder, shall be held by the Design-Builder for the Architect and those Consultants, Contractors, or other person or entity providing services or work for the Design-Builder, for which payment was made by the Owner. Nothing contained herein shall require money to be placed in a separate account and not commingled with money of the Design-Builder, shall create any fiduciary liability or tort liability on the part of the Design-Builder for breach of trust or shall entitle any person or entity to an award of punitive damages against the Design-Builder for breach of the requirements of this provision.

§ 9.7 Failure of Payment
The parties acknowledge and agree that due to time being of the essence, in the event of a dispute between them, the Design-Builder will continue to work diligently to completion and the Owner shall continue to make payments in accordance with the Contract documents while the parties attempt in good faith to resolve the dispute.

§ 9.8 Substantial Completion
§ 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Design-Build Documents so that the Owner can occupy or utilize the Work for its intended use. The date of Substantial Completion is the date certified by the Owner in accordance with this Section 9.8, such date may not exceed the date the Owner receives a temporary certificate of occupancy.

§ 9.8.2 When the Design-Builder considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Design-Builder shall prepare and submit to the Owner a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Design-Builder to complete all Work in accordance with the Design-Build Documents.

§ 9.8.3 Upon receipt of the Design-Builder’s list, the Owner shall make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Owner’s inspection discloses any item, whether or not included on the Design-Builder’s list, which is not sufficiently complete in accordance with the Design-Build Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Design-Builder shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Owner. In such case, the Design-Builder shall then submit a request for another inspection by the Owner to determine Substantial Completion.

§ 9.8.4 Prior to issuance of the Certificate of Substantial Completion under Section 9.8.5, the Owner and Design-Builder shall discuss and then determine the parties’ obligations to obtain and maintain property insurance following issuance of the Certificate of Substantial Completion.

§ 9.8.5 When the Work or designated portion thereof is substantially complete, the Design-Builder will prepare for the Owner’s signature a Certificate of Substantial Completion that shall, upon the Owner’s signature, establish the date of Substantial Completion; establish responsibilities of the Owner and Design-Builder for security, maintenance, heat, utilities, damage to the Work and insurance; and fix the time within which the Design-Builder

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shall finish all items on the list accompanying the Certificate. Warranties required by the Design-Build Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion.

§ 9.8.6 The Certificate of Substantial Completion shall be submitted by the Design-Builder to the Owner for written acceptance of responsibilities assigned to it in the Certificate. Upon the Owner’s acceptance, and consent of surety, if any, the Owner shall make payment of rctainage applying to the Work or designated portion thereof. Payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Design-Build Documents.

§ 9.9 Partial Occupancy or Use
§ 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreement with the Design-Builder, provided such occupancy or use is consented to, by endorsement or otherwise, by the insurer providing property insurance and authorized by public authorities having jurisdiction over the Project. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the Owner and Design-Builder have accepted in writing the responsibilities assigned to each of them for payments, retainage, if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Design-Build Documents. When the Design-Builder considers a portion substantially complete, the Design-Builder shall prepare and submit a list to the Owner as provided under Section 9.8.2. Consent of the Design-Builder to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be determined by written agreement between the Owner and Design-Builder.

§ 9.9.2 Immediately prior to such partial occupancy or use, the Owner and Design-Builder shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work.

§ 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Design-Build Documents.

§ 9.10 Final Completion and Final Payment
§ 9.10.1 Upon receipt of the Design-Builder’s written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Owner will promptly make such inspection. When the Owner finds the Work acceptable under the Design-Build Documents and the Contract fully performed, the Owner will, subject to Section 9.10.2, promptly issue a final Certificate for Payment.

§ 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Design-Builder submits to the Owner (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work, for which the Owner or the Owner’s property might be responsible or encumbered, (less amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by the Design-Build Documents to remain in force after final payment is currently in effect, (3) a written statement that the Design-Builder knows of no substantial reason that the insurance will not be renewable to cover the period required by the Design-Build Documents, (4) consent of surety, if any, to final payment, (5) as-constructed record copy of the Construction Documents marked to indicate field changes and selections made during construction, (6) manufacturer’s warranties, product data, and maintenance and operations manuals, and (7) if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts, or releases and waivers of liens, claims, security interests, or encumbrances, arising out of the Contract, to the extent and in such form as may be designated by the Owner. If an Architect, a Consultant, or a Contractor, or other person or entity providing services or work for the Design-Builder, refuses to furnish a release or waiver required by the Owner, the Design-Builder may furnish a bond satisfactory to the Owner to indemnify the Owner against such liens, claims, security interests, or encumbrances. If such liens, claims, security interests, or encumbrances remains unsatisfied after payments are made, the Design-Builder shall refund to the Owner all money that the Owner may be compelled to pay in discharging such liens, claims, security interests, or encumbrances, including all costs and reasonable attorneys’ fees.

§ 9.10,3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Design-Builder or by issuance of Change Orders affecting final completion, the Owner shall, upon application by the Design-Builder, and without terminating the Contract, make payment of the balance due for that portion of

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the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Design-Build Documents, and if bonds have been furnished, the written consent of surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Design-Builder to the Owner prior to issuance of payment. Such payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of claims.

§ 9.10.4 The making of final payment shall constitute a waiver of Claims by the Owner except those arising from
.1 liens, Claims, security interests or encumbrances arising out of the Contract and unsettled;
.2 failure of the Work to comply with the requirements of the Design-Build Documents; or
.3 terms of special warranties required by the Design-Build Documents.

§ 9.10.5 Acceptance of final payment by the Design-Builder shall constitute a waiver of claims by the Design-Builder except those previously made in writing and identified by the Design-Builder as unsettled at the time of final Application for Payment.

ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY
§ 10.1 Safety Precautions and Programs
The Design-Builder shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Contract.

§ 10.2 Safety of Persons and Property
§ 10.2.1 The Design-Builder shall be responsible for precautions for the safety of, and reasonable protection to prevent damage, injury or loss to
.1 employees on the Work and other persons who may be affected thereby;
.2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody or control of the Design-Builder or the Architect, Consultants, or Contractors, or other person or entity providing services or work for the Design-Builder; and
.3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, or structures and utilities not designated for removal, relocation or replacement in the course of construction.

§ 10.2.2 The Design-Builder shall comply with, and give notices required by, applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, bearing on safety of persons or property, or their protection from damage, injury or loss.

§ 10.2.3 The Design-Builder shall implement, erect, and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations, and notify owners and users of adjacent sites and utilities of the safeguards and protections.

§ 10.2.4 When use or storage of explosives or other hazardous materials or equipment, or unusual methods, are necessary for execution of the Work, the Design-Builder shall exercise utmost care, and carry on such activities under supervision of properly qualified personnel.

§ 10.2.5 The Design-Builder shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Design-Build Documents) to property referred to in Sections 10.2.1.2 and 10.2.1.3, caused in whole or in part by the Design-Builder, the Architect, a Consultant, a Contractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Design-Builder is responsible under Sections 10.2.1.2 and 10.2.1.3; except damage or loss attributable to acts or omissions of the Owner, or anyone directly or indirectly employed by the Owner, or by anyone for whose acts the Owner may be liable, and not attributable to the fault or negligence of the Design-Builder. The foregoing obligations of the Design-Builder are in addition to the Design-Builder’s obligations under Section 3.1.14.

§ 10.2,6 The Design-Builder shall designate a responsible member of the Design-Builder’s organization, at the site, whose duty shall be the prevention of accidents. This person shall be the Design-Builder’s superintendent unless otherwise designated by the Design-Builder in writing to the Owner.

AIA Document A141 - 2014. Copyright 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AlA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:39:21 on 09/21/2015 under Order No.2044293056_1 which expires on 08/25/2016, and is not for resale.
User Notes: (1113085543)

§ 10.2.7 The Design-Builder shall not permit any part of the construction or site to be loaded so as to cause damage or create an unsafe condition.

§ 10.2.8 Injury or Damage to Person or Property. If the Owner or Design-Builder suffers injury or damage to person or property because of an act or omission of the other, or of others for whose acts such party is legally responsible, written notice of the injury or damage, whether or not insured, shall be given to the other party within a reasonable time not exceeding 21 days after discovery. The notice shall provide sufficient detail to enable the other party to investigate the matter.

§ 10.3 Hazardous Materials
§ 10.3.1 The Design-Builder is responsible for compliance with any requirements included in the Design-Build Documents regarding hazardous materials. If the Design-Builder encounters a hazardous material or substance not addressed in the Design-Build Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Design-Builder, the Design-Builder shall, upon recognizing the condition, immediately stop Work in the affected area and report the condition to the Owner in writing.

§ 10.3.2 Upon receipt of the Design-Builder’s written notice, the Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Design-Builder and, in the event such material or substance is found to be present, to cause it to be rendered harmless. Unless otherwise required by the Design-Build Documents, the Owner shall furnish in writing to the Design-Builder the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who are to perform the task of removal or safe containment of such material or substance. The Design-Builder will promptly reply to the Owner in writing stating whether or not the Design-Builder has reasonable objection to the persons or entities proposed by the Owner. If the Design-Builder has an objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Design-Builder has no reasonable objection. When the material or substance has been rendered harmless, Work in the affected area shall resume upon written agreement of the Owner and Design-Builder. By Change Older, the Contract Time shall be extended appropriately and the Contract Sum shall be increased in the amount of the Design-Builder’s reasonable additional costs of shut-down, delay and start-up.

§ 10.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Design-Builder, the Architect, Consultants, and Contractors, and employees of any of them, from and against claims, damages, losses and expenses, including but not limited to attorneys’ fees, arising out of or resulting from performance of the Work in the affected area, if in fact the material or substance presents the risk of bodily injury or death as described in Section 10.3.1 and has not been rendered harmless, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to, or destruction of, tangible property (other than the Work itself), except to the extent that such damage, loss or expense is due to the fault or negligence of the party seeking indemnity.

§ 10.3.4 The Owner shall not be responsible under this Section 10.3 for materials or substances the Design-Builder brings to the site unless such materials or substances are required by the Owner’s Criteria. The Owner shall be responsible for materials or substances required by the Owner’s Criteria, except to the extent of the Design-Builder’s fault or negligence in the use and handling of such materials or substances.

§ 10.3.5 The Design-Builder shall indemnify the Owner for the cost and expense the Owner incurs (1) for remediation of a material or substance the Design-Builder brings to the site and negligently handles, or (2) where the Design-Builder fails to perform its obligations under Section 10.3.1, except to the extent that the cost and expense are due to the Owner’s fault or negligence.

§ 10.3.6 If, without negligence on the part of the Design-Builder, the Design-Builder is held liable by a government agency for the cost of remediation of a hazardous material or substance solely by reason of performing Work as required by the Design-Build Documents, the Owner shall indemnify the Design-Builder for all cost and expense thereby incurred.

AIA Document A141 - 2014. Copyright 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AlA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:39:21 on 09/21/2015 under Order No.2044293056_1 which expires on 08/25/2016, and is not for resale.
User Notes: (1113085543)

§ 10.4 Emergencies
In an emergency affecting safety of persons or property, the Design-Builder shall act, at the Design-Builder’s discretion, to prevent threatened damage, injury or loss.

ARTICLE 11 UNCOVERING AND CORRECTION OF WORK
§ 11.1 Uncovering of Work
The Owner may request to examine a portion of the Work that the Design-Builder has covered to determine if the Work has been performed in accordance with the Design-Build Documents. If such Work is in accordance with the Design-Build Documents, the Owner and Design-Builder shall execute a Change Order to adjust the Contract Time and Contract Sum, as appropriate. If such Work is not in accordance with the Design-Build Documents, the costs of uncovering and correcting the Work shall be at the Design-Builder’s expense and the Design-Builder shall not be entitled to a change in the Contract Time unless the condition was caused by the Owner or a separate contractor in which event the Owner shall be responsible for payment of such costs and the Contract Time will be adjusted as appropriate.

§ 11.2 Correction of Work
§ 11.2.1 Before or After Substantial Completion. The Design-Builder shall promptly correct Work rejected by the Owner or failing to conform to the requirements of the Design-Build Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting such rejected Work, including additional testing and inspections, the cost of uncovering and replacement, and compensation for any design consultant employed by the Owner whose expenses and compensation were made necessary thereby, shall be at the Design-Builder’s expense.

§ 11.2.2 After Substantial Completion
§ 11.2.2.1 hi addition to the Design-Builder’s obligations under Section 3.1.12, if, within one year after the date of Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties established under Section 9.9.1, or by terms of an applicable special warranty required by the Design-Build Documents, any of the Work is found not to be in accordance with the requirements of the Design-Build Documents, the Design-Builder shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Design-Builder a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During the one-year period for correction of the Work, if the Owner fails to notify the Design-Builder and give the Design-Builder an opportunity to make the correction, the Owner waives the rights to require correction by the Design-Builder and to make a claim for breach of warranty. If the Design-Builder fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner, the Owner may correct it in accordance with Section 7.9.

§ 11.2.2.2 The one-year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual completion of that portion of the Work.

§ 11.2.2.3 The one-year period for correction of Work shall not be extended by coll ective Work performed by the Design-Builder pursuant to this Section 11.2.

§ 11.2.3 The Design-Builder shall remove from the site portions of the Work that are not in accordance with the requirements of the Design-Build Documents and are neither corrected by the Design-Builder nor accepted by the Owner.

§ 11.2.4 The Design-Builder shall bear the cost of correcting destroyed or damaged construction of the Owner or separate contractors, whether completed or partially completed, caused by the Design-Builder’s correction or removal of Work that is not in accordance with the requirements of the Design-Build Documents.

§ 11.2,5 Nothing contained in this Section 11.2 shall be construed to establish a period of limitation with respect to other obligations the Design-Builder has under the Design-Build Documents. Establishment of the one-year period for correction of Work as described in Section 11.2.2 relates only to the specific obligation of the Design-Builder to correct the Work, and has no relationship to the time within which the obligation to comply with the Design-Build Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish

AIA Document A141 - 2014. Copyright 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AlA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:39:21 on 09/21/2015 under Order No.2044293056_1 which expires on 08/25/2016, and is not for resale.
User Notes: (1113085543)

List of content

Item 1 Malt Handling and Milling

• 1.1 Malt reception by blower truck
• 1.2 Malt silo plant
• 1.3 Wet milling plant, 20 to/h
• 1.4 Special malt handling 4,0 t/h
• 1.5 Set of evaluation units

Item 2 Brewhouse Vessels

• 2.1Mash conversion vessel
• 2.2Lauter tun
• 2.3Pre-run vessel
• 2.4Wort kettle
• 2.5Whirlpool

Item 3 Equipment for the Brewhouse Vessels

• 3.1Spent grain silo plant
• 3.2External wort boiler
• 3.3Vapour condenser for water heating
• 3.4Wort pre-cooler
• 3.5Dosing and mixing vessels
• 3.6Pumps for the brewhouse
• 3.7Mechanical parts for the brewhouse
• 3.8Electrical measurement for the brewhouse
• 3.9Working platform and staircase

Item 4 Wort Cooling and Aeration

• 4.1 Wort cooling unit
• 4.2 Wort aeration unit Turbo Air

Item 5 Water Household for the complete Brewery

• 5.1Tank for ambient water household
• 5.2Tank for hot water household
• 5.3Mechanical parts for the water household
• 5.4Pump stations for the water household
• 5.5Electrical measurement for the water household
• 5.6Pre-treatment for the water household

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Item 6 Water De-aeration plant

Item 7 CIP-plant for the Brewhouse

• 7.1 Tanks for the CIP-plant
• 7.2 Mechanical parts for the CIP-plant
• 7.3 Pumps for the CIP-plant
• 7.4 Electrical measurement for the CIP-plant

Item 8 CIP-plant for the Cold Block

• 8.1 Tanks for the CIP-plant
• 8.2 CIP equipment
• 8.3 Valves for the CIP-plant
• 8.4 Measurement for the CIP-plant

Item 9 Yeast Management Center

• 9.1 1 Propagation tank
• 9.2 5 Yeast storage tanks
• 9.3 Valve Manifolds
• 9.4 Sterile air equipment
• 9.5 Aeration equipment
• 9.6 Glycol supply
• 9.7 Harvest Yeast cooler
• 9.8 1 Wort sterilization tank
• 9.9 1 Waste yeast tank
• 9.10 Panel for waste yeast tank

Item 10 Fermentation Tanks

Item 11 Equipment for the Fermentation Tanks

Item 12 Filter Area

• 12.1 Filter
• 12.2 Buffer tank
• 12.3 Beer cooler

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Item 13 Bright Beer Tanks

Item 14 Equipment for the Bright Beer Tanks

• 13.1 Equipment for the BBTs
• 13.2 Gas supply
• 13.3 Piping fence equipment
• 13.4 Filter piping

Item 15 Carbonation System TurboCarbo

Item 16 Dry hopping plant

Item 17 Beer Separator

Item 18 Overall Media Piping

Item 19 Electronic Control

• 17.1 Control hardware for the brewhouse
• 17.2 Control hardware for the cold block
• 17.3 Braumat control system for the brewhouse
• 17.4 Braumat control system for the cold block

Item 20 Associated items

• 18.1 Engineering
• 18.2 Assembling material and pneumatic material
• 18.3 Assembling and installation on site
• 18.4Cables, wiring material, cable trays
• 18.5 Electrical installation on site
• 18.6 Commissioning and training
• 18.7 Documentation
• 18.8 Packaging material and packing

Contract price EUR 8.750.000,--

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Technical description

Item 1		Malt handling and milling
1.1		Malt reception by truck 12 - 15 t/h It is agreed that the trucks are equipped with their own blower
1.2		Silo plant
1.2.1	3	Round steel silos (each for 60 t of malt) The US manufactured silos welded in one piece, ready assembled with supplier decals. Dimensions: (approx.) diameter: 3,96 m overall height: 12,45 m clearance: 0,91 m outlet opening Ø 0,46 m hopper slope 55º roof cone 10º Including: 1 Ø25" bolt on peak lid for each silo 1 side access ladder 1 silo filling pipe Ø4" for each silo with 2 elbows 90º 1 vent line 8in (exhaust air) with filter sock for each silo 1 manhole 22in Triple Latch Lid for each silo 3 crosswalks 2'x 4' 1 ladder with safety cage (bin sidewall) for top access 25' Silo material: Carbon steel ASTM 1011 (HRPO) Chemical washed prior to painting/powder coating with Epoxy based Air White paint interior (2 part) with Epoxy based Air White paint exterior (primer/top coat enamel, thickness 100 - 130µm) Seismic Code: IBC Wind Code: ASCE 7-05 Wind load: 90 Snow load: 15.120 The required anchor plates to be set in concrete: to be delivered locally by customer.(civil construction company).

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1.2.2	1	Set of equipment parts consisting of:
		3	Silo filling guards (full-status signal) - with mounting plate
		3	Silo filling guards (empty-status signal) - with mounting plate
		3	Silo outlet slides - capacity 4 t/h malt - galvanized construction, - pneumatically operated - with double-acting cylinder - 5/2-way solenoid valve - 2 limit switches - integrated capacity regulation slide, manually adjustable - as well as transition pieces - convenient to the outlet section of bin.
1.3		Wet milling plant 20,0 t/h
1.3.1	1	Chain conveyor 12/26 or comparable of bolted steel sheet, galvanized.
		The anchor station - with reinforcement of angle iron - with double spindle tensioning device. The driving station - with engine bracket. The conveyor trough - with exchangeable wearing strips. The conveyor chain - with hardened and grinded bolts and bushes - with wipers of synthetic material - bolted to it. Other equipment features: - with chain cleaning at the outlet - with three-phase motor with heating - with speed control - with elastic coupling - with intake - with final outlet - with congestion-controlled switch

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		Technical data: Model: 12/26 or comparable Capacity: 4,0 t/h Product: malt Width of trough: 120 mm Height of trough: 260 mm Total length: 20 m Double bottom: under each silo outlet Speed of chain: 0,5 m/s. Drive: N = 0,55 kW/frequency regulated Number of inlets: 4 Number of outlets: 1
1.3.2	1	Pipe chain conveyor RKF90 or comparable Capacity: 4,0 t/h malt The conveyor does consist of:
		1 3 4 2 3 1 3 2 55	Driving station 90º ? with chain tensioning device ? with geared motor 2,2 kW vertical fitting position. Reversing stations 90º, vertical Reversing stations 90º, horizontal Reversing stations 180º, horizontal Chain locks Viewing port Inlets Outlet with pneumatically operated slide Linear meters of conveying pipe, complete with conveying chain and conveying disks of synthetic material, ? with speed monitoring ? with holding components
1.3.3	1	Bag intake (special malt) of steel sheet construction, lacquered with grating for foreign particles incl.:
		1 1	Outlet slide Lacquered, manually operated Spot filter At site compressed air with 6 bar, ca. 0,3 Nm3/h, dry and oil free, is necessary for cleaning.

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1.3.4		Wet mill (manufacturer: GEA or comparable), with:
		capacity: consisting of:	20.000 kg/h Fluctuation plus/minus 7 %, depending on the malt quality
	1	steeping conditioning chute the construction is maintenance-free as it does not contain any movable parts. The chute ensures an increase in the percentage of water in the husks by approx. 15 % and leads to a coarse grist. The false bottom load of the lauter tun can be significantly increased. constructional details:
		(1)	casing material: stainless steel AISI 304 height: 1.250 mm breadth 1.300 mm with flanged joint for installation between mill and malt hopper.
		(1)	sight glass - local for controlling the malt flow through the conditioning chute
		(1)	steeping liquor dosing device made of stainless steel, reaching over the entire breadth of the conditioning chute, for equal distribution of moisture on the grain by means of the gush principle
		(4)	spray balls for cleaning the steeping conditioning chute with water or caustic
		(1)	sampling device at the outlet of the steeping conditioning chute for checking the achieved degree of steeping.
	1	holding device for rollers incl. substructure made of stainless steel AISI 304, welded construction
	1	feed roller made of stainless steel AISI 304, with maintenance-free bearing application, guarantees equal feeding of malt
	1	gear motor for driving the feed roller, frequency controlled motor: 2,2 kW speed: 45 - 90 rpm
	2	wear jaws made of polyethene, adjustable from outside

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2	crushing rollers made of special cast chrome nickel steel, quality Y, with special grooving. The distance between the rollers is continuously adjustable. length: 1.303 mm diameter: 420 mm shape: cylindrical
2	drive motors for driving the crushing rollers. One motor is equipped with a frequency controller, th other motor with a soft starter. motor: 30,0 kW each speed: 1.460 rpm
1	grist water feeding and dosing device made of stainless steel AISI 304
1	hinged sight glass size: 700 x 400 mm with stainless steel frame and special sealing.
1	mash hopper made of stainless steel
1	thick matter mash pump, frequency controlled with safety water connection for emergency lubrication capacity: 800 hl/h motor: 15,0 kW speed: 300 rpm
1	manual stop switch
1	manual emergency switch with pad-lock
4	butterfly valves DN 40, pneumatically actuated with proximity switch and opening limit
2	butterfly valves DN 80, pneumatically actuated with proximity switch and opening limit
2	shut-off valves DN 20, pneumatically actuated with proximity switch and opening limit
1	butterfly valve DN 80, manually operated
1	ball-cock valve DN 20, manually actuated
1	non-return valve DN 80

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	1	malt inlet hopper, also used for weighing of the malt charge total capacity: 116 hl diameter: 2.250 mm total height: 4.280 mm filling charge: max. 5.980 kg material: stainless steel AISI 304 equipment:
		(1) (1) (1) (1) (1)	access door vacuum flap spraying device for cleaning ladder holder set of sockets for pipes, fittings and measuring devices
	1	connector of the malt hopper to the wet mill, made of stainless steel, with DN 200 inlet slide valve, equipment for cleaning and all needed rubber bellows
	1	support for the malt hopper, made of primed mild steel
	1	set of fittings, measurement devices, inclusive 2 water mixing devices, consisting of 4 regulation valves, 2 inductive flowmeters and 2 Pt 100
	1	Weighing system for the grist bin - weighing unit - 4 load cells - protection: IP 67 - weighing indicator .
1.3.5	1	Substructure for the malt hopper on top of the wet mill
1.3.6	1	Set of pipe components, consisting of: - product run pipes, coated RAL 7032 (pebble grey) - pipe bends - transition pieces - flanges Earthing material - only by Künzel plant - main connection by scope Material of compressed air supply - only for Künzel plant - main connection by customer Mash pipe, stainless steel, to the mash kettle

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1.4		Special malt handling
1.4.1	5	Big bag dischargers each consisting of:
		1 1 1 1 1 1	coated carbon steel frame complete with discharge hopper and mobile cross bar for lifting of filled up big bags by an electrical chain hoist into the discharger hopper with electric vibrator (0,1 kW) as material discharge aid T-Beam (HEB200 or comparable) for the travelling crane electrical operated chain hoist with travelling crane empty status signal manual operated outlet slide rotary valve ZRD250 or comparable - capacity 5 tons/h malt resp. flakes - pressure-shock-proof and flame-puncture-proof, - with motor 0,75 kW, frequency regulated - with connection pieces. - with speed monitoring
1.4.2	1	Pipe chain conveyor RKF90 or comparable Capacity: 4,0 t/h Conveying height: about 5 m The conveyor does consist of:
		1 3 4 2 2 1 5 1 45	Driving station with chain tensioning device with geared motor 2,2 kW vertical fitting position. Reversing stations 90º, vertical Reversing stations 90º, horizontal Reversing stations 180º, horizontal Chain locks Viewing port Inlets Outlets without slide Linear meters of pipe chain conveyor conveying pipe complete with conveying chain with conveying disks of synthetic material, - with holding components
1.4.3	1	Set of pipe components consisting of: - product run pipes, coated RAL 7032 (pebble grey) - pipe bends - transition pieces - flanges

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	Earthing material - only by Kunzel plant - main connection by scope Material of compressed air supply - main connection by customer
1.5	Set of evaluation units consisting of:
	7	Monitoring modules For the PLC-independent supervision of the safety devices of the chain conveyors, screw conveyors and elevators. With hardware interlock output for the drive.

Item 2	Brewhouse Vessels, manufactured by Esau & Hueber
2.1	Mash Conversion Vessel (MCV), with:
	dimensions: max. volume: min. volume: total volume: inner diameter: diameter with insulation: height of cylinder:	200 hl 20 hl 220 hl 3.400 nm 3.600 nm 2.000 nm
	heating surface: lower bottom: cylindrical part:	approx. 8,5 m?, templates approx. 12,8 m?, templates
	heating surface is designed to guarantee a heating rate of 1 K/min from 65 ºC to 77 ºC with steam of 1,0 baru
	construction: upper bottom: lower bottom: cylinder:	conical with an inner angle of 140º stainless steel AISI 304, 3,0 mm conical with an inner angle of 140º stainless steel AISI 304, 4,0 mm stainless steel AISI 304, 3,0 mm
	bottom and cylinder with all connections for fittings and measuring devices. The top cover is welded with the kettle and protects the insulation of the cylindrical part, so wet cleaning is possible. All surfaces and weldings pickled and passivated, weldings inside grinded, processing 2B/IIIc (N), outer surface of cylinder and top bottom round grinded

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All piping leading downward inside the insulation and connected to the system
pipework below the inspection level.
The delivery of the kettle will be in one piece.

equipment:

1 stack socket DN 250 in the conical hood

1 stack pipe DN 250, stainless steel, approx. 10 m, with penetration of ceiling and external hood bird grating and rain protection

1 condensate collecting ring in the conical hood

1 draining pipe DN 25

1 manhole DN 500 with sight glass with BrewDog-logo, with 4 star handles

1 interior lightning, lampshade removable from outside, 24 V / 50 W, protection class IP 54, according of the specifications of the VDE

4 pipe feet in stainless steel, with height adjustable flange plates

1 spray ring for cleaning of the kettle with water and chemicals, stainless steel pipe with 3 special spray balls

1 inlet for mash DN 150 from wet will to the outlet cup (bottom)

1 outlet cup DN 500

1 outlet socket DN 150 with flange

1 agitator, stainless steel AISI 304 with hub, shaft, and shaft lead through. The agitator is driven by a worm gear with frequency controlled motor, 7,5 kW to also proceed thick mashes

1 insulation of the cylindrical part, the top and the bottom with 100 mm chloride free mineral wool and cladding with 1,0 mm stainless steel sheets, top cover and cylinder industrial grinded, and 0,7 mm stainless steel sheets, crimped and bolted at the lower part of the cylinder

3 sockets for electronically thermometer Pt 100, overboil preventer and content measuring device

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2.2	Lauter Tun, with:
	dimensions: total volume: net volume: inner diameter: diameter with insulation: height of cylinder: lauter area: false bottom load:	385 hl max. 210hl 5.200 mm 5.400 mm 1.500 mm approx. 21,24 m? 189 kg/m? with a grist load of 4.000 kg
	construction: upper bottom: lower bottom: cylinder:	conical with an inner angle of 140º stainless steel AISI 304, 3,0 mm flat bottom stainless steel AISI 304, 10,0 mm stainless steel AISI 304, 3,0 mm
	Bottom and cylinder with all connections for fittings and measuring devices. The top cover is welded with the kettle and protects the insulation of the cylindrical part, so wet cleaning is possible. All surfaces and weldings pickled and passivated, weldings inside grinded, processing 2B/IIIc (N), outer surface of cylinder and top bottom round grinded #4. All piping leading downward inside the insulation and connected to the system pipework below the inspection level. Substructure made of I-beams, made from mild steel, 3-fold painted and plastic- layered, fixed to the bottom by carrier and resting on a supporting layer. These are carried by 4 vertical supports bolded to the foundation with plates. The delivery of the lauter tun will be in one piece. Equipment: 1 stack socket DN 250 in the conical hood 1 stack pipe DN 250, stainless steel, approx. 10 m, with penetration of ceiling and external hood bird grating and rain protection 1 condensate collecting ring in the conical hood 1 draining pipe DN 25 1 manhole DN 500 with sight glass with BrewDog-logo, with 4 star handles

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1	interior lightning, lampshade removable from outside, 24 V / 50 W, protection class IP 54, according of the specifications of the VDE
4	pipe feet in stainless steel, with height adjustable flange plates
1	spray ring for cleaning of the kettle with water and chemicals, stainless steel pipe with 3 special spray balls
1	false bottom, stainless steel AISI 304. The false bottom is milled with slits 0,7 x 72 mm and partition 10 mm. The penetration surface is approx. 12,6 %. Thickness of the false bottom is 10 mm.
37	special spray jets for cleaning of the lauter floor, stainless steel AISI 316
1	sparging system, consisting of pipe ring with special spray nozzles
1	raking machine with 4 arms completely made in stainless steel, Raking machine should not fall in to the mash thickness of the arms: 150 mm material: AISI 304 number of knives: 23
1	shaft guide made from stainless steel AISI 304
1	spent grain bar, automatically actuated
35	special designed conical outlets DN 150/25 for the lauter wort to the collecting system
1	lauter wort collection ring. The design guarantees oxygen-free lautering, low pressure loss, a non-sucking lautering, and a homogenous wash-out of the extract during sparging over the complete lauter area
4	mash inlets with special inlet valves DN 125 through the false bottom
2	spent grain outlets DN 500 with gear-driven spent grain flap
1	special drive for the raking machine with motor, frequency controlled, for mixing, cutting and spent grain removal with 7,5 kW
1	lifting unit for the lifting of the raking machine, also during rotating. The lifting unit is flanged to the gear box of the lauter tun.

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1	insulation of the cylindrical part, the top and the bottom with 100 mm chloride free mineral wool and cladding with 1,0 mm stainless steel sheets, top cover and cylinder industrial grinded, and 0,7 mm stainless steel sheets, crimped and bolted at the lower part of the cylinder
5	sockets for electronic thermometer Pt 100, full / empty probes, and differential pressure measuring device
1	spent grain bunker underneath lauter tun, made completely from stainless steel, with spent grain pump feeding, spray head and empty probe. The bunker is fed by the shaft from the spent grain outlets installed at the lauter tun. Capacity is spent grain from one brew (total content: approx. 7 m3).
1	spent grain pump type: eccentric spindle pump capacity: 120 kg/min (7 to./h) spent grain pipe: DN 125, stainless steel

2.3	Pre-run vessel, with:
	dimensions: net volume: total volume: inner diameter: diameter with insulation: height of cylinder:	245 hl 275 hl 3.200 mm 3.400 mm 3.000 mm
	Prerun vessel will be equipped with chimney
	construction: upper bottom: lower bottom: mm cylinder:	conical with an inner angle of 140º stainless steel AISI 304, 3,0 mm conical with an inner angle of 140º stainless steel AISI 304, 5,0 stainless steel AISI 304, 3,0 mm
	Bottom and cylinder with all connections for fittings and measuring devices. The top cover is welded with the kettle and protects the insulation of the cylindrical part, so wet cleaning is possible. All surfaces and welding pickled and passivated, welding inside grinded, processing 2B/IIIc (N), outer surface of cylinder and top bottom round grinded #4. All piping leading downward inside the insulation and connected to the system pipework below the inspection level. The delivery of the pre-run vessel will be in one piece.

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1	equipment: stack socket DN 250 in the conical hood
1	stack pipe DN 250, stainless steel, approx. 10 m, with penetration of ceiling and external hood bird grating and rain protection
1	condensate collecting ring in the conical hood
1	draining pipe DN 25
1	manhole DN 500 with sight glass with BrewDog-logo, with 4 star handles
1	interior lightning, lampshade removable from outside, 24 V / 50 W, protection class IP 54, according of the specifications of the VDE
4	pipe feet with height adjustable flange plates
1	spray ring with 3 spray heads for cleaning of the kettle with water and chemicals
1	inlet DN 65
1	outlet DN 200
1	insulation of the cylindrical part, the top and the bottom with 100 mm chloride free mineral wool and cladding with 1,0 mm stainless steel sheets, top cover and cylinder industrial grinded, and 0,7 mm stainless steel sheets, crimped and bolted at the lower part of the cylinder
2	sockets for full / empty probes

2.4	Wort Kettle, with:
	dimensions: net volume: total volume: inner diameter: diameter with insulation: height of cylinder: construction: upper bottom:	280 hl 307 hl 3.800 mm 4.000 mm 2.250 mm conical with an inner angle of 140º stainless steel AISI 304, 3,0 mm

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lower bottom: cylinder:

conical with an inner angle of 140º stainless steel AISI 304, 5,0 mm stainless steel AISI 304, 3,0 mm

Bottom and cylinder with all connections for fittings and measuring devices. The top cover is welded with the kettle and protects the insulation of the cylindrical part, so wet cleaning is possible. All surfaces and welding pickled and passivated, welding inside grinded, processing 2B/IIIc (N), outer surface of cylinder and top bottom round grinded #4. All piping leading downward inside the insulation and connected to the system pipework below the inspection level. The delivery of the kettle will be in one piece.

Equipment:
1	stack socket DN 300 in the conical hood
1	stack pipe DN 300, stainless steel, approx. 10 m, with penetration of ceiling and external hood bird grating and rain protection
1	condensate collecting ring in the conical hood
1	draining pipe DN 25
1	manhole DN 500 with sight glass with BrewDog-logo, with 4 star handles
1	interior lightning, lampshade removable from outside, 24 V / 50 W, protection class IP 54, according of the specifications of the VDE
4	pipe feet in stainless steel, with height adjustable flange plates
1	spray ring for cleaning of the kettle with water and chemicals, stainless steel pipe with 3 special spray balls DN 25 for the kettle and 2 DN 10 to clean the wort spreader
1	conical wort spreader completely made in stainless steel for evaporation
1	inlet DN 150 in the cylindrical part for heating up
2	outlet cup DN 500
1	inlet / outlet DN 150 on the outlet cup

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1	insulation of the cylindrical part, the top and the bottom with 100 mm chloride free mineral wool and cladding with 1,0 mm stainless steel sheets, top cover and cylinder industrial grinded, and 0,7 mm stainless steel sheets, crimped and bolted at the lower part of the cylinder
4	sockets for electronic thermometer Pt 100, overboil preventer, empty probe, and content measuring device

2.5	Whirlpool, with:
	dimensions:
	net volume: total volume: inner diameter: diameter with insulation: height of cylinder: ratio diameter : height:	282 hl 317 hl 4.200 mm 4.400 mm 2.000 mm 3 : 1
	construction:
	upper bottom:	conical with an inner angle of 140º stainless steel AISI 304, 4,0 mm
	lower bottom:	flat inclined with an angle of 1º stainless steel AISI 304, 10,0 mm
	cylinder:	stainless steel AISI 304, 4,0 mm
	Bottom and cylinder with all connections for fittings and measuring devices. The top cover is welded with the kettle and protects the insulation of the cylindrical part, so wet cleaning is possible. All surfaces and welding pickled and passivated, welding inside grinded, processing 2B/IIIc (N), outer surface of cylinder and top bottom round grinded #4. All piping leading downward inside the insulation and connected to the system pipework below the inspection level. Substructure made of I-beams, made from mild steel, 3-fold painted and plastic- layered, fixed to the bottom by carrier and resting on a supporting layer. These are carried by 4 vertical supports bolded to the foundation with plates.

Equipment:
1	stack socket DN 250 in the conical hood
1	stack pipe DN 250, stainless steel, approx. 10 m, with penetration of ceiling and external hood bird grating and rain protection
1	condensate collecting ring in the conical hood
1	draining pipe DN 25

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Equipment:
1	manhole DN 500 with sight glass with BrewDog-logo, with 4 star handles
1	interior lightning, lampshade removable from outside, 24 V / 50 W, protection class IP 54, according of the specifications of the VDE
4	pipe feet in stainless steel, with height adjustable flange plates
1	spray ring for cleaning of the kettle with water and chemicals, stainless steel pipe with 3 special spray balls
1	NTRS hydrojet for trub removing with motor and gear box
1	insulation of the cylindrical part, the top and the bottom with 100 mm chloride free mineral wool and cladding with 1,0 mm stainless steel sheets, top cover and cylinder industrial grinded, and 0,7 mm stainless steel sheets, crimped and bolted at the lower part of the cylinder
1	tangential inlet DN 125/100 in the cylindrical part
1	outlet cup DN 500
1	outlet DN 65 on the outlet cup, 2 outlets DN 65 at the cylinder
2	sockets for empty / full / changing probe

Item 3		Equipment for the Brewing Vessels
3.1		Spent grain handling
	1	Spent grain silo plant, with: spent grain silo
		total content	approx. 100 m3
		net content:	approx. 95 m3
		inner diameter:	3.500 mm
		cylindrical height:	9.500 mm
		total height with feet:	15.600 mm
		cone discharge:	D = 500 mm

Equipment:
(1)	access ladder with back-protection from the 0-level to the top, made from galvanized mild steel
(1)	round railing on top of the silo
(1)	manhole 340 x 440 mm
(1)	spray head DN 50 with pipeline for manual cleaning

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(1)	inlet DN 150
(1)	outlet DN 200 with motor driven gate valve (1) weighing system with load cells
(1)	socket for full probe
(1)	socket for empty probe

1	spent grain auger for spent grain discharge from the silo for loading trucks;
	Spent grain handling
	discharging height: type: capacity: spent grain auger will be equipped with heating	5,5 m screw-auger 50 to. wet spent grain / h
	pipeside:
	medium: capacity: inlet temperature: outlet temperature: max. working pressure: pressure lost: connections:	wort 1.900 hl/h 75 / 98 ºC (boiling / heating-up) 98 / 102 ºC (boiling / heating-up) 1,0 baru <50 mbar DN 150 PN 16
	coatside:
	medium: capacity: inlet temperature: outlet temperature: working pressure: connections:	steam 1.400 / 3.500 kg/h (boiling / heating-up) 120,2 ºC 116,0 ºC 1,0 baru DN 125 PN 16
	material:
	pipes 16 x 1: pipe plates: coat: steel sheets: chambers: seals: insulation:	stainless steel AISI 316 stainless steel AISI 316 stainless steel AISI 316 stainless steel AISI 316 stainless steel AISI 316 Viton 50 mm chloride free mineral wool

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3.3		Vapor condenser for hot water heating
		Spent grain handling
		heat exchanging surface: capacity:	approx. 20 m2 approx. 950 kW
		pipeside:
		medium: capacity: inlet temperature: outlet temperature: working pressure: pressure lost: connections:	vapor approx. 1.400 kg/h 10,5 ºC 97 ºC 1,0 baru <80 mbar DN 300 PN 101
		coatside:
		medium: capacity: inlet temperature: outlet temperature: max. working pressure: connections:	water approx. 80 hl/h 15,0 ºC 85,0 ºC 3,0 baru DN 80 PN 16
		material:
		pipes 16 x 1: pipe plates: coat: steel sheets: chambers: seals: insulation:	stainless steel AISI 316 stainless steel AISI 316 stainless steel AISI 316 stainless steel AISI 316 stainless steel AISI 316 Viton 50 mm chloride free mineral wool
3.4		Wort Pre-Cooler
	1	shell and tube HE for pre-cooling of wort
		heat exchanging surface: capacity:	approx. 20 m2 1.500 kW
		pipeside:
		medium: capacity: inlet temperature: outlet temperature: max. working pressure:	wort 1.200 hl/h 98 ºC 88 ºC 1,0 baru

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		pressure lost: connections:	<40 mbar DN 100 PN 16
		coatside:
		medium: capacity: inlet temperature: outlet temperature: max. working pressure: connections:	water 190 hl/h 15,0 ºC 85,0 ºC 3,0 baru DN 80 PN 16
		material:
		pipes 16x1: pipe plates: coat: steel sheets: chambers: seals: insulation:	stainless steel AISI 316 stainless steel AISI 316 stainless steel AISI 316 stainless steel AISI 316 stainless steel AISI 316 Viton 50 mm chloride free mineral wool
3.5		Dosing and mixing vessels:
	6	skid-mounted hop-dosing vessels (200 I each) with liftable upper bottom, sprayball for cleaning, sieve, and proximity switch for kettle hopping.
	2	skid-mounted hop-dosing vessels (400 I each) with liftable upper bottom, sprayball for cleaning, sieve, and proximity switch for whirlpool hopping
	1	Calcium Chloride dosing unit, with: (1) dosing pump ProMinent Sigma 2 Control or comparable
		capacity:	0 - 270 l/h against 7,0 bar
		(1) suction lance (1) over flow (1) safety valve DN 15 (1) empty probe dosing volume is measured with an inductive flow meter
	1	Lactic acid dosing unit for inline dosing into the sparge water pipe, and batch dosing into the mash tun and the wort kettle, with: (1) dosing pump ProMinent Sigma 2 Control or comparable
		capacity:	0 - 270 l/h against 7,0 bar
		(1) suction lance (1) overflow

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(1) safety valve DN 15
(1) empty probe
dosing volume is measured with an inductive flow meter

3.6		Pumps for the brewhouse
	1	mash pump, slow-running
		type:	Hidrostal or comparable
		capacity:	2.000 hl/h against 10 m WH
		motor:	11 kW, 480 V, 60 Hz
	1	lauter pump, fast-running
		type:	Grundfos-Hilge or comparable
		capacity:	200 hl/h against 10 m WH
		motor:	2,2 kW, 480 V, 60 Hz
	1	wort transfer pump, fast-running
		type:	Grundfos-Hilge or comparable
		capacity:	1.000 hl/h against 15 m WH
		motor:	7,5 kW, 480 V, 60 Hz
	1	wort circulation pump, fast-running
		type:	Grundfos-Hilge or comparable
		capacity:	2.000 hl/h against 15 m WH
		motor:	11 kW, 480 V, 60 Hz
	1	wort cooler	pump, fast-running
		type:	Grundfos-Hilge or comparable
		capacity:	250 hl/h against 40 m WH
		motor:	11 kW, 480 V, 60 Hz
	1	hop dosing	pump (kettle), fast-running
		type:	Grundfos-Hilge or comparable
		capacity:	150 hl/h against 10 m WH
		motor:	2,2 kW, 480 V, 60 Hz
	1	hop dosing	pump (whirlpool), fast-running
		type:	Grundfos-Hilge or comparable
		capacity:	150 hl/h against 10 m WH
		motor:	2,2 kW, 480 V, 60 Hz

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3.7		Mechanical parts for the brewhouse, with:
	1	water mixer DN 80/50 (sparging), with:
		(1)	straight-way-regulation valve DN 80, with positioner, pneumatically actuated
		(1)	straight-way-regulation valve DN 50, with positioner, pneumatically actuated
		(1) (1) (1) (1) (1) (1)	non-return valve DN 80 non-return valve DN 50 strainer DN 80 strainer DN 50 manual valve DN 80 manual valve DN 50
	1	water mixing system DN 80 (wet mill), included at wet mill item 1.3
	1	water header DN 100 , included at wet mill item 1.3
	1	water header DN 100, with:
		(1)	inlet DN 80
		(5)	outlets DN 80
		(2)	outlet DN 50 with: (1) intermediate flanged butterfly valves DN 50, pneumatic, with proximity switch (3) intermediate flanged butterfly valves DN 80, pneumatic, with proximity switch (5) intermediate flanged butterfly valves DN 80, leakage-type, pneumatic, with proximity switch
	1	set of steam fittings at the mash conversion vessel, consisting of:
		(1) (2) (2) (1) (1) (1) (2) (2) (2) (1)	two-way regulation valve DN 125, pneumatic, with positioner angle seat valves DN 100, pneumatic vacuum breakers DN 10 manual valve DN 150 strainer sieve DN 150 thermal condensate trap DN 15 condensate traps DN 40 sight glasses DN 40 non-return valves DN 40 manual valve DN 50
	1	set of steam fittings at the external boiler, consisting of:
		(1) (1) (1)	two-way regulation valve DN 125, pneumatic vacuum breaker DN 10 manual valve DN 150

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	(1) (1) (1) (1) (1) (1)	strainer sieve DN 150 thermal condensate trap DN 15 condensate trap DN 40 sight glass DN 40 non-return valve DN 40 manual valve DN 40
1	lauter wort sampling station in special design, with:
	(1) (1) (1) (1) (1) (1)	panel-mounted sink spindle sample valve DN 10 manual valve DN 65 sight glass DN 65 halogen lamp
8	sets of valves for flushing of the pump seals, each with:
	(1) (1) (1)	solenoid valve DN 10 strainer sieve DN 10 ball cock valve DN 10 at mash / lauter pump
4	butterfly valves DN 15, pneumatic, with proximity switch
14	butterfly valves DN 32, pneumatic, with proximity switch
1	butterfly valves DN 50, pneumatic, with proximity switch
37	butterfly valves DN 65, pneumatic, with proximity switch
27	butterfly valves DN 80, pneumatic, with proximity switch
4	butterfly valves DN 100, pneumatic, with proximity switch
2	butterfly valves DN 125, pneumatic, with proximity switch
7	butterfly valves DN 150, pneumatic, with proximity switch
10	butterfly valves DN 200, pneumatic, with proximity switch
1	butterfly valves DN 25, manual
1	butterfly valves DN 40, manual
2	butterfly valves DN 50, manual

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		3	two-way regulation valves DN 80
		4	non return valves DN 80
		1	non return valves DN 100
		1	gate valve DN 125 at the spent grain pipe
		1	motor-driven gate valve DN 300 at the wort kettle vapor pipe
		4	angle seat valves DN 10, pneumatic
		3	angle seat valves DN 40, pneumatic
		1	safety valve 1", made of brass, at the vapor condenser
3.8		Electrical measurement for the brewhouse, with: set of measurement devices for the water supply, with: (1) inductive flow meters DN 80 at the water mixer (sparging) (1) electronic thermometers Pt 100 at the water mixer (sparging) Inductive flow meter and Pt 100 for wet mill (Mashing) included in item 1
	1	set of measurement devices for the mash conversion vessel, with: (1) proximity switch at the manhole (1) manual stop switch (1) manual emergency switch with pad-lock (1) overboil preventer / full probe (1) empty probe (1) content measuring device (1) electronic thermometer Pt 100 (1) frequency controller at the agitator (1) frequency controller at the mash pump
	1	set of measurement devices for the lauter tun, with: (1) proximity switch at the manhole (2) proximity switches at the height control of the raking machine (6) proximity switches at the spent grain outlets, bunker, etc. (1) manual stop switch (1) manual emergency switch with pad-lock (1) empty probe in the lauter pipeline (1) differential pressure measuring device (1) electronic thermometer Pt 100 (1) inductive flow meter DN 65 in the lauter pipeline (1) turbidity measuring device DN 65 "Optek" or comparable

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	(1) wort gravity measuring device Anton Paar DPRn in the lauter pipeline (1) frequency controller at the raking machine (1) frequency controller at the lauter pump
1	set of measurement devices for the pre-run vessel, with:
	(1) proximity switch at the manhole (1) manual stop switch (1) manual emergency switch with pad-lock (1) empty probe (1) full probe (1) electronic thermometer Pt 100
1	set of measurement devices for the wort kettle, with:
	(1) proximity switch at the manhole (1) manual stop switch (1) manual emergency switch with pad-lock (1) overboil preventer (1) empty probe (1) content measuring device (3) electronic thermometers Pt 100 (1) inductive flow meter DN 125 at the external boiler (1) frequency controller at wort circulation pump (1) gravity measurement unit Anton Paar DPRn
1	set of measurement devices for the whirlpool, with:
	(1) proximity switch at the manhole (1) manual stop switch (1) manual emergency switch with pad-lock (1) empty probe (1) full probe (2) probes to change the outlets
1	set of measurement devices for the vapor condenser
	(1) electronic thermometers Pt 100 (1) manual stop switch (1) manual emergency switch with pad-lock (2) level probes
1	set of measurement devices for the hop dosing units, with:
	(8) proximity switches at the lids (1) manual stop switch (1) manual emergency switch with pad-lock (2) dry-run protections (8) analogue pressure gauges

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	1	frequency controller at the wort cooler pump
	7	dry-run protections at the brewhouse pumps
3.9		Working platform and staircase, with:
	2	working platform for the access of the brewhouse vessels with 2 working levels completely made from stainless steel AISI 304 with access stairs, plated with stainless steel tear plates with emergency exit as fixed ladder designed in accordance with the plant layout 10481-01 (Taylor design) No semicircular recesses
Item 4		Wort treatment
4.1	Wort cooling unit, with:
	1	step medium 1:	wort
		capacity:	250 hl/h
		inlet temperature:	98,0 ºC
		outlet temperature:	19,0 ºC
		medium 2:	cold water
		capacity:	275 hl/h
		inlet temperature:	15,0 ºC
		outlet temperature: 2. step	85,0 ºC
		medium 1:	wort
		capacity:	250 hl/h
		inlet temperature:	19,0 ºC
		outlet temperature:	6,0 ºC
		medium 2:	glycol
		capacity:	500 hl/h
		inlet temperature:	-3,0 ºC
		outlet temperature:	+2,0 ºC
		plate material:	AISI 304
		seals material:	NBR
		frame:	stainless steel
		connections:	DN 80
		exchanging surface:	42 m2

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	1	manual regulation valve DN 65
	4	butterfly valves DN 65, pneumatic, with proximity switch,
	1	butterfly valves DN 80, pneumatic, with proximity switch
	1	non-return valve DN 65
	1	sample valve DN 10 at wort cooler
	1	inductive flow meter DN 65 for measuring the cold wort flow
	1	2-way regulation valve DN 65
	1	3-way regulation valve DN 65
	1	glycol booster pump for the freeze-in protection
	3	electronic thermometers PT 100 at wort cooler
	1	differential pressure measurement device with 2 pressure gauges
	2	thermometers
4.2		Wort aeration system TURBO AIR, with:
	1	two-component-jet TURBO AIR DN 65 in aseptic execution for wort aeration / oxygenation at a wort flow rate of 250 hl/h
	1	VARIVENT sight glass with aseptic flange connection
	4	pneumatically operated diaphragm valves for air injection and CIP
	1	specially designed non return valve
	1	sterile air filters with filter plug and manual drainage valve
	1	pneumatically operated shut off valves for air supply
	1	flow meters for sterile air with adjustable min-set point for sterile air
	1	manually operated fine adjustment valves to adjust the air flow rate

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	1	manually operated shut off valves for gas supply to the flow meter
	2	pressure reducing valves with gauge
	1	pressure transmitters with adjustable min-set point
	1	manually operated shut off valve for steam
	1	check valve for steam
	1	condensate trap with manually operated shut off valve
	1	steam filter with filter plug and manual drainage valve
	1	pressure indicator for steam line
	1	VARIVENT Single-Seat Sample Tap
Item 5		Waterhousehold
5.1		Tank for the ambient water household
	2	ambient water reserve (size of second water reserve will be designed together with BrewDog, as soon as water supply volume is known; max net content 600hl) gross content: 620 hi net content: 600 hi diameter: 3.000 mm diameter with Insulation: 3.200 mm total height: 9.800 mm lower bottom: dished bottom upper bottom: dished bottom material: stainless steel 1.4301
		Insulated with 100 mm of PU Foam, welded stainless steel cladding, if placed inside of the building. Riveted aluminium cladding, if placed outside.
		Tank equipment
		1	Low level switch
		1	Pressure sensor at the bottom
		1	High level switch
		2	Manual butterfly valves DN 80
		1	Breathing filter

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5.2		Tank for the hot water household
		hot water reserve gross content:	620 hi
		net content:	600 hi
		diameter:	3.000 mm
		diameter with Insulation:	3.200 mm
		total height:	9.800 mm
		lower bottom:	dished bottom
		upper bottom:	dished bottom
		material:	stainless steel 1.4404
		Insulated with 100 mm of Insulation , welded stainless steel cladding
		Tank equipment 1 Low level switch
		1 Pressure sensor at the bottom 1 High level switch 1 Manual butterfly valve DN 65 2 Manual butterfly valves DN 80 1 Breathing filter
5.3	Mechanical parts for the hot water household, with:
	1	shell and tube exchanger for heating up cold water to hot water
		medium 1:	water
		capacity:	150 hl/h
		inlet temperature:	15,0 ºC
		outlet temperature:	85,0 ºC
		medium 2:	steam, 1,0 baru
		capacity:	2.200 kg/h
		inlet temperature:	120,2 ºC
		outlet temperature:	116,5 ºC
		exchanging surface:	11,0 m2
		plate material:	AISI 316
		connections:	DN 65 /PN 16
	1	set of steam fittings at shell and tube heat exchanger, consisting of: (1) angle seat valve DN 65
		(1) vacuum valve R 14" (1) manual valve DN 65 (1) strainer DN 65 (1) thermal condensate trap DN 15 (1) condensate trap DN 25 (1) return valve DN 25 (1) sight glass DN 25 (1) manual valve DN 25

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	3	intermediate flanged butterfly valves DN 50, manual
	4	intermediate flanged butterfly valves DN 65, manual
	5	intermediate flanged butterfly valves DN 80, manual
	2	intermediate flanged butterfly valves DN 50, pneumatic, with proximity switch
	1	intermediate flanged butterfly valve DN 80, pneumatic, with proximity switch
	4	non-return valves DN 65
	2	non-return valves DN 80
	2	membrane balance tanks with safety valve, 200 l net content
5.4	Pumps for the water household, with:
	2	ambient water pumps type: Grundfos or comparable capacity: 400 hl/h against 32 m WH motor: 5,5 kW, 480 V, 60 Hz
	2	hot water pumps type: Grundfos or comparable capacity: 400 hl/h against 32 m WH motor: 5,5 kW, 480 V, 60 Hz
	1	circulation pump for hot water type: Grundfos or comparable capacity: 250 hl/h against 8 m WH motor: 2,0 kW, 480 V, 60 Hz
5.5		Electrical measurement for the hot water household, with: electrical measurement for the hot water tank: 1 proximity switch at manhole 1 full probe 1 electronic thermometer Pt 100 1 content measurement device 1 empty probe
	2	electronic thermometers Pt 100
	4	frequency controllers for the water pumps
	2	pressure sensors to control the water pumps

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5.6		Pre-treatment for the water household
	2	Activated carbon filters Modell:	BWS activated carbon filter
		Each with a nom.	Flow of 20m3/h
		Total nom. Flow	40 m3/h
		Total max. Flow	50 m3/h
		Consisting of:	BWS filcarbon S83 design with nozzle floor
		material vessel	stainless steel
		coating system	drinking water approved
		design pressure	6 bar
		delta operating pressure	0,8 bar
		feed pressure	min. 2 bar / max. 6 bar
		filter piping system	Stainless Steel 304 (1.4301)
		operation valves filter	2 pc each filter DN 100 manual disc valves
		filter drain valve	DN 40 manual disc valve
		venting valve	1 pc DN 50
		safety valve	1 pc DN 25
		manometer	2 pc NG 100 SS 0-10 bar
		Sample valves each filter	2 pc DN 10
	1	UV Disinfection Plant Modell: BWS Type Bewades or comparable Capacity: for a disinfection of approx. 400 hl/h
	1	ClO2 Dosing System Modell: ProMinent BelloZon CDlb or comparable Capacity: 22 g/h
	2	Flowmeters Type: Endress & Hauser for monitoring of the current and overall water usage in the brewhouse and cold block
Item 6		Water deaeration
6.1		Water deaeration plant
	1	water deaeration plant type for hot degasing Type Alfa Laval Aldox Core SPD 80hl/h or comparable

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		Equipped with - improved dearation level to 0,01 ppm - cooling media recirculation - steam pressure regulator - Indicators & Automatic Media Shut off - DP/DP coupler - Digital valve control & indication
6.2		DAW swing bend panel
	1	DAW swing bend panel Mounted on a stainless steel panel:
	3	Manual butterfly valve DN50 for DAW supply, to DAW buffer tank and CIP return
	1	Gas and CIP swing bend panel for the DAW buffer tank Mounted on a stainless steel panel: 3 Manual butterfly valve DN50 for CIP supply, C02 supply and to the spray ball
6.3		DAW buffertank
	1	200 hi DAW buffer tank for indoor use
		Cylindrical tanks with two basket shaped bottoms
		Operating pressure Operating temperature: Material: Innter diameter Inside height Total height: Net content: Gross content:	0,99bar (g) max. 20ºC stainless steel 1.4301 or similar app. 2.400mm app. 5.500mm app. 6.600mm 200hl 220hl
		The tank is standing on 4 stainless steel pipe legs
		The tank is equipped with: 1 pc. conncetion for CIP/tank top 1 pc. connection for highl level switch 2 pcs. connection for pressure transmitter 1 pc. inlet 1 pc. outlet 1 pc. manhole with separating plate

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		Inner surface
		Upper bottom and cone: Cylindrical part:	totally polished Ra<0,8pm welding seams inside polished Ra<0,8pm
		Insulation
		Lower bottom and cylinder Cone:	100mm PU-Foam 100mm PU-Foam
		Cladding:	stainless steel sheet 2,5mm Welded and polished
		Tanks will be supplied without ASME Approval
6.4		Equipment for DAW buffertank
		The buffer tank will be equipped with the following equipment:
		1 spray ball 1 safety valve and anti-vacuum valve 1 high level switch, type Negele 1 Level indication by differential pressure 1 Pressure relief unit 1 Low level switch built in a Inline housing
		App 30m of DN65 stainless steel piping works as an connection between water deaeration plant and buffer tank
		Equipped with
		2 manual butterfly valves DN50 2 pneumatic butterfly valves DN50 1 non return valve DN50 1 DAW supply pump type Hilge Hygia or similar 100hl/h at 3bar 1 pressure sensor
Item 7		CIP-Plant for the Brewhouse
7.1		CIP-tanks for the brewhouse CIP
	1	CIP tank for caustic
		total content: diameter:	30 hi 1.600 mm

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		total height:	2.700 mm
		material:	AISI 304
		bottoms:	conical
		insulation:	100 mm chloride-free mineral wool at cylinder and lower bottom
		cladding:	fully welded stainless steel cladding
		CIP tank for recovered water
		total content:	30 hl
		diameter:	1.600 mm
		total height:	2.700 mm
		material:	AISI 304
		bottoms:	conical
		insulation:	none
		outer surface:	2B/IIIc
		CIP tank for fresh water total
		total content:	30 hl
		diameter:	1.600 mm
		total height:	2.700 mm
		material:	AISI 304
		bottoms:	conical
		insulation:	none
		outer surface:	2B/IIIc
		equipment for each:
		(4) height adjustable legs (1) ladder holder (1) manhole in the cylindrical part (1) sprayhead DN 25 (1) outlet DN 80 (1) outlet DN 40 (1) socket for full probe (1) sampler
7.2		Mechanical parts for the CIP-plant
	1	caustic dosing for tank dosing, with: (1) sink (1) dosing pump ProMinent Sigma 2 Basic or compareable capacity: 0 - 200 l/h against 7 bar (1) suction lance (1) over flow (1) safety valve DN 15 (1) empty probe

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1	additive dosing for inline dosing, with:
	(1) sink (1) dosing pump ProMinent Sigma 2 Basic or comparable capacity: 0 - 50 l/h against 7 bar (1) suction lance (1) over flow (1) safety valve DN 15 (1) empty probe
1	shell and tube heat exchanger
	heat exchanging surface:	2,5 m2
	capacity:
	pipeside:	225 kW
	medium:	steam, 1,0 baru
	capacity:	350 kg/h
	inlet temperature:	120,2 ºC
	outlet temperature:	116,5 ºC
	working pressure:	1,0 baru DN 65
	connections:	PN 16
	coatsite:
	medium:	CIP fluid
	capacity:	3 m3/h
	inlet temperature:	20,0 ºC
	outlet temperature:	85,0 ºC
	max. working pressure:	6,0 baru
	pressure lost:	5 mbar
	connections:	DN 40 PN 16
	material:
	pipes:	stainless steel AISI 316
	pipe plates	stainless steel AISI 304
	coat:	stainless steel AISI 304
	flanges:	stainless steel AISI 316
	seals:	Klingersil
	insulation:	50 mm chloride free mineral wool
1	set of steam valves for heat exchanger, consisting of:
	(1) angle seat valve DN 50, pneumatically actuated (1) vacuum valve DN 10 (1) manual valve DN 50 (1) strainer DN 50 (1) thermal condensate trap DN 15 (1) condensate trap DN 25 (1) sight glass DN 25 (1) non return valve DN 25 (1) manual valve DN 25

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	2	pneumatic valves DN 15, with proximity switch, for inline dosing
	6	butterfly valves DN 40, manual
	3	butterfly valves DN 80, manual
	14	butterfly valves DN 80, pneumatic, with proximity switch
	1	strainer sieve DN 80
	5	non-return-valves DN 80
	1	safety valve DN 15 to protect the heat exchanger
7.3		Pumps for the brewhouse CIP-plant:
	1	CIP-supply pump type: Grundfos-Hilge or comparable capacity: 400 hl/h against 30 m WH motor: 7,5 kW, 480 V, 60 Hz
	1	CIP-supply pump type: Grundfos-Hilge or comparable capacity: 400 hl/h against 30 m WH motor: 7,5 kW, 480 V, 60 Hz
7.4		Electronic measurement for the brewhouse CIP-plant
	3	full-probes in the CIP-tanks
	3	content measurement devices in the CIP tank
	1	dry run probe
	2	electronical thermometers Pt 100
	1	inductive flow meter DN 65
	1	conductivity measurement device DN 80 with thermometer
	1	flow controller
	1	frequency controller 7,5 kW for the CIP-supply pump

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Item 8		CIP Plant for the cold block
All butterfly valves type M&S, Kieselmann or comparable
8.1		CIP-tanks for the Cold Block CIP-plant, with:
	1pc.	CIP tank for recovery water
		gross content: net content: diameter: total height: material:	app. 210 hl app. 200 hl app. 2.300 mm app. 3.000 mm stainless steel AISI 304
		The tank will be equipped with the following equipment: - ball valve for sampling - spray ball - ladder holder - 3 height adjustable feet - necessary outlets and inlets
	1pc.	CIP tank for hot caustic
		gross content: net content: diameter: total height: material: insulation: cladding:	50 hl 45 hl 1.700 mm 3.200 mm stainless steel AISI 304 100 mm mineral wool stainless steel sheets, welded
		The tank will be equipped with the following equipment: - ball valve for sampling - spray ball - ladder holder - 3 height adjustable feet - necessary outlets and inlets
	1pc.	CIP tank for ambient caustic
		gross content: net content: diameter: total height: material:	50 hl 45 hl 1.500 mm 3.200 mm stainless steel AISI 304

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	The tank will be equipped with the following equipment: - ball valve for sampling - spray ball - ladder holder - 3 height adjustable feet - necessary outlets and inlets
1pc.	CIP tank for acid (unfiltered area)
	gross content: net content: diameter: total height: material:	50 hl 45 hl 1.500 mm 3.000 mm stainless steel AISI 316
	The tank will be equipped with the following equipment: - ball valve for sampling - spray ball - ladder holder - 3 height adjustable feet - necessary outlets and inlets
1pc.	CIP tank for acid (filtered area)
	gross content: net content: diameter: total height: material:	50 hl 45 hl 1.500 mm 3.000 mm stainless steel AISI 316
	The tank will be equipped with the following equipment: - ball valve for sampling - spray ball - ladder holder - 3 height adjustable feed - necessary outlets and inlets
1pc.	CIP tank for hot water
	gross content: net content: diameter: total height: material: insulation: cladding:	50 hl 45 hl 1.700 mm 3.200 mm stainless steel AISI 304 100 mm mineral wool stainless steel sheets, welded

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		The tank will be equipped with the following equipment: - ball valve for sampling - spray ball - ladder holder - 3 height adjustable feed - necessary outlets and inlets
	1pc.	CIP tank for cold water
		gross content: net content: diameter: total height: material:	50 hl 45 hl 1.500 mm 3.200 mm stainless steel AISI 304
		The tank will be equipped with the following equipment: - ball valve for sampling - spray ball - ladder holder - 3 height adjustable feed - necessary outlets and inlets
8.2		CIP Equipment
	3pc.	Pumps for the Cold Block CIP-plant: CIP-supply pumps
		type:	Grundfos-Hilge or similar
	3pc.	CIP-return pumps, self-priming
		type:	Grundfos-Hilge or similar
	2pc.	Air driven diaphragm pumps with all necessary equipment
	3pc	PAA dosing pumps with automatic valves
		type:	Grundfos-Hilge or similar
8.3		Valves for the Cold Block CIP-plant:
	37pc.	pneumatic butterfly valves DN 65
	42pc.	Pneumatic butterfly valves DN 65 lekage type
	8pc.	pneumatic butterfly valves DN 25 for internal CIP

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	2	safety valves for CIP supply line
	6	strainers for supply and return line
	5	non-return valves
	2	Tubular Heat exchanger for the Cold Block CIP-plant With a capacity to heat up 45hl from 10ºC up to 80ºC in app 1,5h With saturated steam of 3 bar
		The tubular heat exchanger will be delivered with the following steam and condensate valves 1 control valve for steam 2 condensate trap 2 non return valve 1 manometer
8.4		Measurement and Control for the Cold Block CIP-plant:
	7pc	high level sensor, type Negele or comparable
	7pc	pressure sensor, type Endress+Hauser for content measurement or comperable
	3pc	pump dry run protection
	2pc	electronic thermometer Pt100
	3pc	Flow meter
	3pc	conductivity sensors
	3pc	flow indicators
		As far as possible, the CIP plant will be premounted completely in our factory.
Item 9		Yeast Management Center
9.1	2	Propagation Tank:
		One tank equiped with TurboAir yeast aeration One tank equiped with agitator

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		Gross content:	app 30hl
		Net content:	20hl
		Max. working pressure:	-0,4bar /1,5 bar (for hot cleaning at 1,0bar)
		Cooling jackets	3,0 bar
		Diameter:	1.300mm
		Diameter with Insulation:	1.500mm
		Total height	3.450mm
		Lower bottom:	90º Cone
		Upper bottom:	torospherical
		Material: Surfaces:	stainless steel 1.4301
		inside:	welds, top cover and cone grinded perfectly smooth, Ra < 0,8pm. plates blank rolled n-finish (III c)
		outside:	blank rolled n-finish (III c)
		Insulation:	insulated with 100mm of PU foam at the lower bottom and the cylindrical part. Insulation is covered with welded stainless steel cladding
		each tank is equipped with:
		2 lifting equipment 1cleaning-air-valve-combination with safety and anti-vacuum valve with rotating spray ball 1 illuminated sight glass 1 high level switch type 1 low level switch built in a Inline housing 1 temperature sensor 1 sampling valve 1 special designed load cell or content measurement via differential pressure 1 yeast circulation pump for gentle yeast treatment. The yeast circulation pump is equipped with a frequency converter (only Propagator 1 with the TurboAir yeast aeration will be equipped with a yeast circulation pump) 1 agitatior with aeration type ScandiBrew (only Propagator 2) for aeration and acid dosing If an acid dosing is requested, this has to be performed via CIP supply
9.2	3	Yeast Storage Tanks: spare space for 4th tank will be foreseen
		Gross content:	app70hl
		Net content:	50hl
		Max. working pressure:	-0,4bar/1,5 bar (for hot cleaning at 1,0bar)
		Cooling jackets	3bar
		Diameter:	1.550mm
		Diameter with Insulation:	1.750mm

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		Total height	app. 4.500mm
		Lower bottom :	90º cone
		Upper bottom :	torospherical
		Material: Surfaces:	stainless steel 1.4301
		inside:	welds, top cover and cone grinded perfectly smooth, Ra < 0,8pm. plates blank rolled n-finish (III c)
		outside:	blank rolled n-finish (III c)
		Insulation:	insulated with 100mm of PU foam at the lower bottom and the cylindrical part. Insulation is covered with welded stainless steel cladding
		Each tank is equipped with
		2 lifting equipment 1 cleaning-air-valve-combination with safety and anti-vacuum valve with rotating spray ball 1 illuminated sight glass 1 high level switch 1 low level switch built in a Inline housing 1 temperature sensor 1 sampling valve 1 content measurement by differential pressure 1 agitatior with aeration type ScandiBrew for aeration and acid dosing If an acid dosing is requested, this has to be performed via CIP supply
9.3		Valve Manifolds
	12 pcs.sanitary mixproof valves for CIP supply, DN65. 6 pcs.sanitary mixproof valves for wort feeding DN65. 5 pcs. sanitary mixproof valves for pitching, DN65. 5 pcs. sanitary mixproof valves for yeast harvest, DN65 6 pcs. sanitary mixproof valves for CIP return, DN65 27 pcs pneumatic butterfly valves 3 pcs .manual butterfly valve 8 pcs. Inline housing Sanitary mixproof valves and butterfly valves 1 pcs. yeast dosing pump
9.4		Sterile Air and CIP Equipment:
	16 pcs. sanitary mixproof valves for gas/CIP DN50 45 pcs pneumatic butterfly valves 6 pcs. pressure release valve 3 pc. main connection for sterile air DN25 with manual valve and sterile air filter

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		3 pc. main connection for steam DN25 with manual valve, condensate trap and steam filter 3 pc. min pressure alarm switch 3 pcs. pressure reducing valves 12 pcs. pneumatic diaphragm valve 6 pcs. rotameters with directly readable scale, min set point and fine adjustment valve 6 pcs. non return valves
9.5		Aeration Equipment TURBO AIR at the Propagation tank
		1pc.	two-component-Jet DN 40 in special construction for effective and smooth aeration of yeast, with 1 pneum. operated diaphragm valve DN 15 for air supply 1 pneum. operated diaphragm valve DN 10 for bypass CIP 1 pneum. operated diaphragm valve DN 10 to flush the air chamber 1 manually operated diaphragm valve DN 10 for condensate outlet 1 check valve DN 15
9.6			Glycol Supply
			Each tank equipped with a glycol supply: consisting of 2 manual ball valve DN 25 for fine adjustment of the cooling 2 pneumatic butterfly valves for automatic cooling 2 manual butterfly valves or shut off of the glycol return or supply
9.7	1		Harvest Yeast Cooler
			Plate heat exchanger type GEA ECOFLEX NT50M or comparable
			Capacity up to Yeast inlet temperature: Yeast outlet temperature: Cooling media:	50hl/h app. 10ºC app. 3.5ºC Glycol -4ºC
			Yeast harvest cooler will be delivered with the following equipment: 1 conductivity meter for automated yeast harvest, built in Inline housing 3 manual butterfly valve 1 glycol regulation valve 1 Pt100, built in Inline housing

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9.8	1	Wort Sterilisation Tank
		Gross content:	app. 70hl
		Net content:	50hl
		Max. working pressure:	1.5bar
		Cooling jacket	3 bar
		Steam jackets	3 bar
		Diameter:	1.550mm
		Total height	4.500mm
		Lower bottom	90º cone
		Upper bottom :	torosperical
		Material: Surfaces:	stainless steel 1.4301
		inside:	welds, top cover and cone grinded perfectly smooth, Ra < 0,8pm. plates blank rolled n-finish (III c)
		outside:	blank rolled n-finish (III c)
		Tank will not be insulated
		Cooling jackets will be located in the cylindrical part, heating jackets will be located in the cone
		the tank is equipped with
		2 lifting equipment 1 cleaning-air-valve-combination with safety and anti-vacuum valve with rotating spray ball; Type: Kieselmann 1 pressure sensor 1 high level switch type Negele 1 low level switch type Endress+Hauser built in a Inline housing 1 sampling valve type Keofitt 1 temperature sensor 1 special designed load cell 1 circulation/dosing pump 3 Sanitary mixproof valves for CIP, wort infeed and transfer 3 pneumatic butterfly valves 1 set armatures for glycol cooling of the cylindrical jacket 1 set armatures for bottom heating zone 1 self priming pump, type Hilge Sipla or similar
9.9		Waste yeast tank
		Gross content:	app. 320hl
		Net content:	300hl
		Max. working pressure:	Obar
		Diameter:	2.900mm

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	Total height Lower bottom Upper bottom : Material :	6.000mm cone cone stainless steel
	With 100mm insulation riveted cladding
9.10	Panel for waste yeast tank
	Consisting of 1 stainless steel plate 4 pcs. manual butterfly valves
Item 10	Fermentation and Maturation Area
Item 10.1	6 (six) Cylindroconical Tanks: 100hl Fermentation vessels for outdoor use
	Outdoor cylindro-conical tank
	Operation pressure: Test pressure Operating temperature Material: Inner diameter Cylindrical height Total height Net content Gross content Internal angle of cone Ratio diameter to height app	1,5bar (g) 2,25bar (g) -10 / + 30ºC stainless steel 1.4301 or similar app. 1.850mm app. 4.000mm app. 6.700mm 100hl app. 130hl 60º 1:3
	The tank is standing on 4 stainless steel pipe legs
	The tank is equipped with 1 pc. connection for dry hoping DN65 1 pc. connection for CIP/tank top 1 pc. connection for high level switch 2 pcs. connection for pressure transmitter 2 pcs. sockets for Pt-100 2 pcs cooling jackets at the cylindrical part (operation pressure 3,0bar) 1 pc. cooling zone at the cone (operation pressure 3,0bar) 1 pc. swiveling cone 1 pc. sampling valve 1 pc. clear outlet 1 pc. Outlet

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	Inner surface
	Upper bottom and cone:	totally polished Ra<0,8pm
	Cylindrical part:	welding seams inside polished Ra<0,8pm
	Insulation
	Bottom and cylinder	150mm PU-Foam
	Cone:	150mm PU-Foam
	Cladding:
	Upper botton:	stainless steel sheet 2,5mm Welded
	Cylinder:	aluminium
	Cone:	stainless steel sheet 2,5mm Welded and polished
	Tanks will be supplied with ASME Approval
Item 10.2	10.2 6 (six) Cylindroconical Tanks: 200hl Fermentation vessels for outdoor use
	Outdoor cylindro-conical tank
	Operation pressure:	1,5bar (g)
	Test pressure	2,25bar (g)
	Operating temperature	-10 / + 30ºC
	Material:	stainless steel 1.4301 or similar
	Inner diameter	app 2.800mm
	Cylindrical height	app. 3.000mm
	Total height	app. 6.700mm
	Net content	200hl
	Gross content	app. 260hl
	Internal angle of cone	60º
	Ratio diameter to height app 1:3
	The tank is standing on 4 stainless steel pipe legs
	The tank is equipped with
	1 pc. connection for dry hoping DN65 1 pc. connection for CIP/tank top 1 pc. connection for high level switch

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	2 pcs. connection for pressure transmitter 2 pcs. sockets for Pt-100 2 pcs cooling jackets at the cylindrical part (operation pressure 3,0bar) 1 pc. cooling zone at the cone (operation pressure 3,0bar) 1 pc. swiveling cone 1 pc. sampling valve 1 pc. clear outlet 1 pc. outlet
	Inner surface
	Upper bottom and cone:	totally polished Ra<0,8pm
	Cylindrical part:	welding seams inside polished Ra<0,8pm
	Insulation
	Bottom and cylinder	150mm PU-Foam
	Cone:	150mm PU-Foam
	Cladding:
	Upper botton:	stainless steel sheet 2,5mm Welded
	Cylinder:	aluminium
	Cone:	stainless steel sheet 2,5mm Welded and polished
	Tanks will be supplied with ASME Approval
Item 10.3	4 (four) Cylindroconical Tanks: 400hl Fermentation vessels for outdoor use
	Outdoor cylindro-conical tank
	Operation pressure:	1,5bar (g)
	Test pressure	2,25bar (g)
	Operating temperature	-10 / + 30ºC
	Material:	stainless steel 1.4301 or similar
	Inner diameter	app. 3.000mm
	Cylindrical height	app. 6.000mm
	Total height	app. 11.500mm
	Net content	400hl
	Gross content	app. 520hl
	Internal angle of cone	60º

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	The tank is standing on 4 stainless steel pipe legs Ratio diameter to height app 1:3
	The tank is equipped with 1 pc. connection for dry hoping DN65 1 pc. connection for CIP/tank top 1 pc. connection for high level switch 2 pcs. connection for pressure transmitter 3 pcs. sockets for Pt-100 3 pcs cooling jackets at the cylindrical part (operation pressure 3,0bar) 1 pc. cooling zone at the cone (operation pressure 3,0bar) 1 pc. swiveling cone 1 pc. sampling valve 1 pc. clear outlet 1 pc. outlet
	Inner surface
	Upper bottom and cone: Cylindrical part:	totally polished Ra<0,8pm welding seams inside polished Ra<0,8pm
	Insulation
	Bottom and cylinder Cone:	150mm PU-Foam 150mm PU-Foam
	Cladding:
	Upper botton:	stainless steel sheet 2,5mm Welded
	Cylinder:	aluminium
	Cone:	stainless steel sheet 2,5mm Welded and polished
	Tanks will be supplied with ASME Approval
Item 10.4	6 (six) Cylindroconical Tanks: 800hl Fermentation vessels for outdoor use
	Outdoor cylindro-conical tank
	Operation pressure:	1,5bar (g)
	Test pressure	2,25bar (g)
	Operating temperature	-10 / + 30ºC

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Material:	stainless steel 1.4301 or similar
Inner diameter	app. 3.400mm
Cylindrical height	app. 12.400mm
Total height	app. 15.000mm
Net content	800hl
Gross content	app. 1040hl
Internal angle of cone	60º
The tank is standing on 4 stainless steel pipe legs Ratio diameter to height app 1:3
The tank is equipped with 1 pc. connection for dry hoping DN65 1 pc. connection for CIP/tank top 1 pc. connection for high level switch 2 pcs. connection for pressure transmitter 3 pcs. sockets for Pt-100 3 pcs cooling jackets at the cylindrical part (operation pressure 3,0bar) 1 pc. cooling zone at the cone (operation pressure 3,0bar) 1 pc. swiveling cone 1 pc. sampling valve 1 pc. clear outlet 1 pc. outlet
Inner surface
Upper bottom and cone: Cylindrical part:	totally polished Ra<0,8^m welding seams inside polished Ra<0,8^m
Insulation
Bottom and cylinder Cone:	150mm PU-Foam 150mm PU-Foam
Cladding:
Upper botton:	stainless steel sheet 2,5mm Welded
Cylinder:	aluminium
Cone:	stainless steel sheet 2,5mm Welded and polished
Tanks will be supplied with ASME Approval

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Item 11			Equipment for the CCTsEquipment for the CCTs
11.1			Equipment for the CCTs 100hl and 200hl
			Each of the 12 CCTs will be equipped with the following
	1		tank top unit with single-hole connection on the tank
	1		cleaning-air-valve-combination with safety and anti-vacuum valve with spray ball
	1		top pressure sensor
	1		high level switch
	3		temperature sensors
	1		bottom pressure sensor
	1		min level probe
	1		sampling valve
	1		pressure relief vale
	1		pneumatic butterfly valve DN50 for C02/CIP
	2		pneumatic butterfly valves DN50 for outlet and clear outlet DN50
	1		pneumatic butterfly valve for dry hopping DN65
	1		glycol supply with 3 automated ball valves DN25 with 3 manual ball valves for fine adjustment with 2 manual butterfly valves DN50 for glycol supply and return
	1		special designed bend with Inline housing sight glass
	1	set	piping material for Hop pipe DN65, CIP/C02 pipe DN50, Clear outlet DN65, Outlet DN65
11.2			Equipment for the CCTs 400hl and 800hl
			Each of the 10 CCTs will be equipped with the following
	1		tank top unit with single-hole connection on the tank
	1		cleaning-air-valve-combination with safety and anti-vacuum valve Equipped with heating device for outdoor use with rotating spray ball
	1		top pressure sensor
	1		high level switch type
	3		temperature sensors
	1		bottom pressure sensor
	1		min level probe built in inline housing
	1		sampling valve with dairy connection
	1		pressure relief vale
	1		pneumatic butterfly valve DN50 for C02/CIP
	2		pneumatic butterfly valves DN50 for outlet and clear outlet DN50
	1		pneumatic butterfly valve for dry hopping DN65
	1		glycol supply

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		with 4 automated ball valves DN32
		with 4 manual ball valves for fine adjustment
		with 2 manual butterfly valves DN65 for glycol supply and return
	1	special designed bend with Inline housing sight glass
	1 set	piping material for Hop pipe DN65, CIP/C02 pipe DN50, Clear outlet DN65, Outlet DN65
11.3		Piping Fence Equipment, with:
		Piping fence with the following lines -CO2 supply DN50 with 22 pcs. manual butterfly valve -Air supply DN50 with 22 pcs. manual butterfly valve -TCS (Tank cleaning supply) DN65 with 44 pcs. manual butterfly valves -CO2 recuperation DN65 with 22 pcs manual butterfly valves -Dry hopping DN65 with 22 pcs manual butterfly valve -Beer to separator and filter DN65 with 22 pcs manual butterfly valves -Wort supply DN65 with 22 pcs manual butterfly valves -Yeast harvest DN50 with 44 pcs manual butterfly valves -TCR (tank cleaning return) DN65 with 44 pcs manual butterfly valves - Transfer line DN65 with 44 pcs. manual butterfly valves The piping fence will be equipped with proximity switches to monitor the position of the swing bend All necessary piping material for the piping fence is included to this quotation:
		-App 600m of DN65 stainless steel piping -App 144m of DN50 stainless steel piping
	1	self-priming CIP return pump, type HILGE SIPLA 52.1 11KWor compareable
	1	lobe pump for yeast harvest, type HILGE Novalobe or compareable
	1	pump for beer supply to separator type HILGE F&B Hygia or compareable
		Every pump will be equipped with a dry run protection
	1	Automated foam trap with collector and foam trap with bull eye for visual inspection, CIP-able with spray ball 5 pneumatic butterfly valves
11.4		Catwalks
	1 pc.	Catwalk for the 100hl and 200hl CCTs Material galvanized steel

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	1 pc.	Catwalk for the 400hl CCTs Material galvanized steel
	1 pc.	Catwalk for the 800hl CCTs Material galvanized steel
Catwalk is calculated according to Drawing 10481-01 Floor layout plan from Taylor design service. Access to the catwalk for the 400 and 800hl CCTs via 1 spiral staircase. Access to the catwalk for the 100 and 200hl CCTs via ladder
Item 12		Filter-Area
Item 12.1		Filter 1 pc filter for fine filtration after the separator (polishing filter) Capacity: app. 200hl/h Type Sheet filter is required here
Item 12.2		Filter buffer tank 1 pc 100hl buffer tank for indoor use
		Cylindrical tank with two basket shaped bottoms
		Operating pressure Test pressure Operating temperature: Material: Inner diameter Inside height Total height: Net content: Gross content:	4,0bar (g) 6,0bar (g) max. 20ºC stainless steel 1.4301 or similar app. 1.900mm app. 4.200mm app. 5.200mm 100hl app.110hl
		The tank is standing on 4 stainless steel pipe legs
		The tank is equipped with 1 pc. connection for CIP/tank top 1 pc. connection for high level switch 2 pcs. connection for pressure transmitter 1 pcs. sockets for Pt-100 1 pcs cooling jackets at the cylindrical part (operation pressure 3,0bar) 1 pc. inlet 1 pc. outlet 1 pc. manhole with separating plate
		Inner surface
		Upper bottom and cone: Cylindrical part:	totally polished Ra<0,8?m welding seams inside polished Ra<0,8?m

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	Insulation
	Lower bottom and cylinder	100mm PU-Foam
	Cone:	100mm PU-Foam
	Cladding:	stainless steel sheet 2,5mm Welded and polished
	Tanks will be supplied with ASME Approval
Item 12.2	Beer Cooler Plate heat exchanger type GEA ECOFLEX NT50M or comparable
	Capacity	up to 200hl/h
	Beer inlet temperature:	app. 5ºC
	Beer outlet temperature:	app. 1ºC
	Cooling media:	Glycol -4ºC
	Plate material:	stainless steel
	Frame material:	stainless steel
	The beer cooler will be delivered with the following equipment: 3 manual butterfly valve 1 glycol regulation valve 1 Pt100, built in Inline housing
Item 13	BBT Area Bright Beer Tanks:
13.1	2 (two) 200hl BBT (bright beer tank) 200hl bright beer tank for indoor use
	Cylindrical tanks with two basket shaped bottoms
	Operating pressure	4,0bar(g)
	Test pressure	6,0bar (g)
	Operating temperature:	max. 20ºC
	Material:	stainless steel 1.4301 or similar
	Inner diameter	app. 2.400mm
	Inside height	app. 5.500mm
	Total height:	app. 6.600mm
	Net content:	200hl
	Gross content:	app. 220hl
	The tank is standing on 4 stainless steel pipe legs

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	The tank is equipped with 1 pc. connection for CIP/tank top 1 pc. connection for high level switch 2 pcs. connection for pressure transmitter 1 pcs. sockets for Pt-100 1 pcs cooling jackets at the cylindrical part (operation pressure 3,0bar) 1 pc. inlet 1 pc. outlet 1 pc. manhole with separating plate
	Inner surface
	Upper bottom and cone:	totally polished Ra<0,8pm
	Cylindrical part:	welding seams inside polished Ra<0,8pm
	Insulation
	Lower bottom and cylinder	100mm PU-Foam
	Cone:	100mm PU-Foam
	Cladding:	stainless steel sheet 2,5mm Welded and polished
	Tanks will be supplied with ASME Approval
Item 13.2	2 (two) 400hl BBT (bright beer tank) 400hl bright beer tank for indoor use
	Cylindrical tanks with two basket shaped bottoms
	Operating pressure	4,0bar (g)
	Test pressure	6,0bar (g)
	Operating temperature:	max. 20ºC
	Material:	stainless steel 1.4301 or similar
	Inner diameter	app. 3.000mm
	Inside height	app. 6.800mm
	Total height:	app. 8.00mm
	Net content:	400hl
	Gross content:	app. 440hl
	The tank is standing on 4 stainless steel pipe legs

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	The tank is equipped with 1 pc. connection for CIP/tank top 1 pc. connection for high level switch 2 pcs. connection for pressure transmitter 1 pcs. sockets for Pt-100 1 pcs cooling jackets at the cylindrical part (operation pressure 3,0bar) 1 pc. inlet 1 pc. outlet 1 pc. manhole with separating plate
	Inner surface
	Upper bottom and cone:	totally polished Ra<0,8pm
	Cylindrical part:	welding seams inside polished Ra<0,8pm
	Insulation
	Lower bottom and cylinder	100mm PU-Foam
	Cone:	100mm PU-Foam
	Cladding:	stainless steel sheet 2,5mm Welded and polished
	Tanks will be supplied with ASME Approval
Item 13.3	2 (two) 800hl BBT (bright beer tank) 800hl bright beer tank for indoor use
	Cylindrical tanks with two	basket shaped bottoms
	Operating pressure	4,0bar (g)
	Test pressure	6,0bar (g)
	Operating temperature:	max. 20ºC
	Material:	stainless steel 1.4301 or similar
	Inner diameter	app. 3.700mm
	Inside height	app.9.000mm
	Total height:	app. 10.500mm
	Net content:	800hl
	Gross content:	app. 880hl
	The tank is standing on 4 stainless steel pipe legs

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		The tank is equipped with 1 pc. connection for CIP/tank top 1 pc. connection for high level switch 2 pcs. connection for pressure transmitter 1 pcs. sockets for Pt-100 1 pcs cooling jackets at the cylindrical part (operation pressure 3,0bar) 1 pc. inlet 1 pc. outlet 1 pc. manhole with separating plate
		Inner surface
		Upper bottom and cone:	totally polished Ra<0,8?m
		Cylindrical part:	welding seams inside polished Ra<0,8?m
		Insulation
		Lower bottom and cylinder	100mm PU-Foam
		Cone:	100mm PU-Foam
		Cladding:	stainless steel sheet 2,5mm Welded and polished
		Tanks will be supplied with ASME Approval
Item 14		Equipment for the BBT area
14.1		Equipment for the BBTs Each BBTs will be equipped with the following equipment:
	1	cleaning-air-valve-combination with safety and anti-vacuum valve
	1	high level switch,
	1	Temperature sensor,
	1	Level indication by differential pressure
	1	Pressure relief unit
	1	Low level switch built in a Inline housing
	2	pneumatic butterfly valve DN50 for inlet and outlet
	1	Pneumatic sampling valve,
	1	glycol supply with 1 automated ball valves DN25 with 1 manual ball valves for fine adjustment with 2 manual butterfly valves DN50 for glycol supply and return

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14.2		Gas Supply
	18	Manual butterfly valve DN50
	2	Manual ball valve DN25
	1	C02 pressure reducing valve
	1	Sterile filter
	8	Proximity switches
14.3		Piping Fence Equipment
		Piping fence with the following lines -Beer supply line DN65 with
			-6pcs. pneumatic butterfly valves DN50 -1pc. Sight glass with Inline housing -1pc. Conductivity measurement with Inline housing
		-TCR (tank cleaning return) line DN65 with
			-6pcs. manual butterfly valve DN50 -CIP return pump, type HILGE SIPLA or comparable
		-Filler 1 line DN65 with
			-6pcs. manual butterfly valves -Beer supply pump, type HILGE F&B Hygia or comparable -Capacity up to 118hl/h at 3bar -With frequency converter -Pressure sensor -with flowmeter
		-Filler 2 lineDN65 with
			-6pcs. manual butterfly valves DN50 -Beer supply pump, type HILGE F&B Hygia or compareable -Capacity up to 100hl/h at 3bar -With frequency converter -Pressure sensor -with flowmeter
		-Supply for DAW, water and CIP with swing bends
		The piping fence will be equipped with proximity switches to monitor the position of the swing bend All necessary piping material for the piping fence is included to this quotation: -App 120m of DN65 stainless steel piping. Under the assumption, that the can and keg filler is in a range of app. 12m from the BBT-area the beer and media(including steam supply) supply line is included

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14.4		Catwalks
	1 pc.	Small acess plates for each BBT Material: stainless steel
Catwalk is calculated according to Drawing 10481-01 Floor layout plan from Taylor design service
Item 15		Carbonation system TurboCarbo DN65 with manual N2 dosing Flow rate: 200hl/h Dosing rate : app. 0,5 - 1g/l Complete beer carbonation system for automatic operation, consisting of:
	1	Two-Component-Jet TURBO Carbo DN 65 in aseptic execution for beer carbonation at a flow rate up to 200 hl/h Integrated at the Two-Component-Jet are:
	1	VARIVENT sight glass with aseptic flange connection
	3	automatically operated diaphragm valves: 1 x DN 15 for injection of C02, 1 x DN 10, for CIP of the mixing chamber, 1 x DN 10 for bypass cleaning,
	1	manually operated diaphragm valve DN 10 for steam sterilization
	1	specially designed non return valve For adjustment of the sterile air dosing rate:
	1	sterile filter with filter cartridge
	1	connection with shut off valve for C02 supply,
	1	connection with shut off valve for N2 supply,
	1	connection with shut off valve for air supply,
	1	connection with shut off valve for steam (sterilization)
	1	pressure reducing valve with gauge for C02
	1	pressure reducing valve with gauge for N2
	1	flow meter for C02 with min-setpoint
	1	flow meter for N2 dosing with min-setpoint
	1	manually operated fine adjustment valve to adjust the C02 flow rate,
	1	automatic control vale
		All mentioned parts are completely made of stainless steel and are mounted on a stainless steel plate with stainless steel framework with adjustable legs.
		The Two-Component-Jet is mounted to the legs of the framework and is connected to the air regulation equipment.
		At the outlet of the jet a dissolving pipe with a length of app. 15mmeters is attached and also included in the described framework.

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	The components be piped completely in our factory and place onto a polished stainless steel plate with frame and adjustable legs.
	Inline C02 measurement Carbo510 Smart Sensor or comparable
Item 16.1	Dry hopping plant
Instead of the initially planed dry hoping plant, we will deliver a dry hopping device like shown on drawing 0003899-00. Batch - hop - reactor (app. 10hl), injection pump, valves, set of hoses.
Item 17	Separator
	Beer Separator Type Alfa Laval Brew 701e-drive With a capacity up to 300hl/h
Integration in to the pipework is included to the quotation
Item 18	Overall Media Piping
	-App 540m of DN125 stainless steel piping for glycol supply and return -App 100m of DN150 stainless steel piping for steam supply We have assumed, that steam is available at at least 5bar (g) -App. 80m of DN80 stainless steel piping for condensate return -App. 200m of DN80 stainless steel piping for water supply -App. 200m of DN65 stainless steel piping for DAW supply -App.150m of DN50 stainless steel piping for CO2 supply -App. 150m of DN50 stainless steel piping for air supply
	Overall media piping is calculated according to Drawing 10481-01 Floor layout plan from Taylor design service
Item 19	Fully-automated Process Control System
19.1	Control hardware for the brewhouse
	Electronic control for the new Brewhouse plant Brewdog with the components: - Malt handling - Milling - Mash conversion - Lauter tun - Wort pre-run and boiling - Whirlpool, aeration, cooling and transfer to fermenting farm - Brewhouse CIP - Waterhousehold for the complete brewery

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The electronic equipment is made up of several components and consists essentially of the following main parts:
1.	Motor Control Cabinet made from mild, coated steel
2.	Sub-distributor for Malt Handling
3.	Sub-distributor Milling
4.	Sub-distributor Mash Conversion Vessel
5.	Sub-distributor for Lauter Tun
6.	Sub-distributor for Pre Run Tank, Wort Kettle
7.	Sub-distributor for Hops Dosing Kit
8.	Sub-distributor for Whirlpool, Chiller, Cellar Loop
9.	Sub-distributor for Brewhouse CIP
10.	Sub-distributor for Water Household
The individual parts are networked using Profibus technology.
1.	Central Control Cabinet and M.C.C. consisting of: coated mild steel cabinet with 4 double doors measurements: 2000 x 4800 x 400 mm (HxWxD) additional stainless steel stand for wiring 200mm mains in 480V AC, fused externally, with main and emergency switch power supply 480V AC / 24V DC M.C.C. for ~ 41 drives protective relais / motor starter combinations built on power rails components from SIEMENS / EATON, partly with frequency inverter DANFOSS
The control cabinet comes in one piece, is fully wired to the strip terminal, inspected,with inspection- protocol and fully documented with wiring diagram.
2.	(9) nine sub-distributors (as described above) Stainless steel wall-mounted cases built closely to the different vessels

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	integrated parts: solenoid valve blocks for pneumatic valves for single action spring loaded valves
	ET200 S Profibus I / 0 for: proximity switches of valves and swivel bend positions high- and low level sensors RTD temperature sensors, pressure gauges and other equipment
The sub-distributors are fully wired, inspected and documented with wiring diagram. The DC power is supplied from the main control cabinet.
Control hardware for the cold block Electronic control for the new Brewhouse plant Brewdog with the components:
	- De-aerated water - CIP-plant - Yeast Management Center - Tank Farm #1 - Tank Farm #2 - Bright Beer Tanks
The electronic equipment is made up of several components and consists essentially of the following main parts:
1. 2. 3. 4. 5. 6. 7.	Motor Control Cabinet made from stainless steel Sub-distributor De-aerated water Sub-distributor CIP-plant Sub-distributor Yeast Plant Sub-distributor CCTs #1 Sub-distributor CCTs #2 Sub-distributor BBTs
The individual parts are networked using Profibus technology.
1.	Central Control Cabinet and M.C.C. consisting of: coated mild steel cabinet with 4 double doors measurements: 2200 x 3600 x 400 mm (HxWxD) additional stainless steel stand for wiring 200mm mains in 480V AC, fused externally, with main and emergency switch power supply 480V AC / 24V DC M.C.C. for ~ 41 drives protective relays / motor starter combinations built on power rails

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		components from SIEMENS / EATON, partly with frequency inverter DANFOSS The control cabinet comes in one piece, is fully wired to the strip terminal, inspected, with inspection- protocol and fully documented with wiring diagram
	2.	(6) six sub-distributors (as described above) Stainless steel wall-mounted cases built closely to the different vessels integrated parts: solenoid valve blocks for pneumatic valves for single action spring loaded valves ET200 Profibus I / O for: proximity switches of valves and swivel bend positions high- and low level sensors RTD temperature sensors, pressure gauges and other equipment
	The sub-distributors are fully wired, inspected and documented with wiring diagram. The DC power is supplied from the main control cabinet.
19.3	Braumat Control System for the brewhouse and the coldblock Braumat V7.0 Fully version
	Consisting of 1xBraumat V7.0 single server 1xBraumat V7.0 PCU 1 SIMATIC IPC547E Core I5-45706 8GB RAM Multi Graphic 2x HDD 500GB SATA 2x Ethernet port Windows Server2008 R2 (5 clients) Braumat V7 Server Braumat V7 Engineering Simatic Soft Net Completely installed and tested

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	Braumat PCU Simatic S7-400 rack Simatic S7 power supply Simatic S7 CPU 416-2-DP, 2MB RAM RAM memory card Simatic Net CP 443 System Software Braumat V7.0 PCU Completely installed and tested
Item 20	Associated Items
20.1	Engineering, with: complete engineering of the plant components, with: providing of flow sheets providing of floor plan drawings foundation drawings for the machinery coordination with the local architect coordination with the local suppliers definition of the electrical main incoming supply definition of each single room 2 visits for controlling during the installation period 3D planning for the FV tank farm
20.2	Assembling material incl. pneumatic material, with: all stainless steel material for piping of all items above if not mentioned before, consisting of: stainless steel pipes bends flanges clamps unions, screws, etc.
	all pneumatic material (material: PE)
	Insulation for: steam condensate, hot wort and glycol piping - Insulation wool cladded with riveted stainless steel sheets, app. 100mm of Insulation for DN150 piping - PUR cladded with riveted stainless steel sheets app. 70mm of Insulation for DN125 piping glycol piping and beer outlet piping (4 pipes per tank) at the fermentation tanks
Please note: Only material which is necessary for the brewing process is included, not for the building.

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20.3	Assembling and installation on site, with: Complete assembly and ready to use installation with technicians from Esau & Hueber and certified sub-suppliers. Economy class flights are included
	Provided unloading of the trucks can be done parallel to installation of equipment can be done in parallel to installation in of such equipment, it is included
20.4	Cables, wiring material and cable trays
	All needed cable material and cable trays for wiring of all items above.
20.5	Electrical installation on site, with:
	Complete electrical installation with technicians from Esau & Hueber and certified sub-suppliers. Economy class flights are included
20.6	Commissioning and training, with:
	2 commissioners from Esau & Hueber and/or Siemens for 8 weeks consisting of: hardware commissioning software commissioning compilation of the step sequence and recipes training the local operators "on the job" conclusion of the documentation Economy class flights are included
20.7	Documentation
	2 sets of a complete documentation of each single plant as paper in English language DVD with the complete documentation
20.8	Packaging material and packing
	Complete material and work for the sea-worthy packing of all described items.

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Item 21	Terms and conditions
Delivery:	DAP Columbus, Ohio, Incoterms®2010 Customs Broker will be provided by BrewDog
VAT:	Customs duties, local taxes and levies, etc. shall be borne by buyer
Time of delivery:
- Start of construction works: Mid-April/Early May16 - Delivery of the first FVs: Early May (2tanks per week -> completion of tank farm August 16) - First Brew Mid-September 16 - Everyone is aiming to have the first brew to Mid August 16
Payment schedule: Tanks and Separator: BrewDog will directly pay the selected supplier for tanks and separator Payment schedule for the other scope of supply
	1. 10 % pre payment (contract singing) 2. 15% pre payment 14th of February 16 3. 20 % with delivery of tanks with bill of ladding app. Mid May 4. 15 % with start of installation app. May 5. 15 % after delivery of brewhouse with "bill of ladding" Mid. June 6. 15 % after start of commissioning Mid. August 7. 10 % with final hand over End of 2016 Payment milestone 1,2,3 and 5 are secured by parent company guarantee
Banking Information:	Deutsche Bank AG Filiale Ingolstadt Ludwigstraße 24 D-85049 Ingolstadt
Banking Account:	ESAU & HUEBER GmbH Kapellenweg 10 D- 86529 Schrobenhausen/Deutschland
Account number Banking Code IBAN DE BIC (SWIFT)	217 14 60 721 700 07 50 7217 0007 0217 1460 00 DEUTDEMM721

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EX1A-13 TST WTRS

EXHIBIT 1A-13

TESTING THE WATERS

1A-13

In the US? Get Equity for Punks USA updates at www.brewdog.com/equityforpunksusa

In Europe? Find out about investing in BrewDog www.brewdog.com/equityforpunks

For the country where everything is larger and comes supersized, we are committed to nothing less than combining the two greatest projects we have ever undertaken. Our ground-breaking crowdfunding model Equity for Punks has helped shorten the distance between ourselves and tens of thousands of craft beer fans. Likewise, our plans for BrewDog Columbus are something that no other UK brewery has attempted. And for the United States? We are uniting the two.

Equity for Punks USA will launch in May. And you can sign up to the mailing list here.

Our innovative platform for growth puts the people that drink our beer at the centre of everything we do -they are our heart and soul, it’s that simple. With a kick-ass group of fans in the US already, we are set for Equity for Punks USA to turn them into a community. The initial cost of establishing our brewhouse and a network of BrewDog brewpubs across the country will be around $25m - so we are going to launch Equity for Punks USA to help finance this amazing project.

From May 2016 (the exact date will depend on SEC approval), anyone living in the United States of America will be able to invest in BrewDog USA Inc and help continue this revolution as we combine Europe’s most explosive craft brewery with the world’s most explosive craft beer market. Our route to that market will be locked and loaded very soon - our awesome VP of Sales Jason Davis has already lined up wholesalers to sell beer as soon as our brewery opens!

Speaking of our burgeoning Columbus brewhouse - which is being built on a site eight times the size of our Ellon brewery (everything really is bigger in America, right?) - the structural steelwork and the roof are now complete. Once the wall panels enclose the building the really cool stuff will happen, as our partners at Esau & Hueber are in town from Germany to dial in the state of the art 200HL (170BBL) brewhouse, and when it will arrive on site. From the state of Bavaria to the Buckeye state!

BrewDog USA is currently 100% owned by BrewDog plc. With Equity for Punks USA, we will be raising money directly into BrewDog USA. Our US lawyers & advisors are very confident in the proposed pricing

for the US business, supported by recent deals (such as the $1bn acquisition of Ballast Point), the capacity we have built in Columbus, and our brand reputation and locked-in distribution structure. We’ll be looking to sell up to 20% of the equity in BrewDog USA, the balance of the equity will be on BrewDog pic’s balance sheet.

We couldn’t have even envisaged this project without the ongoing support of our existing UK and European Equity Punks. With their front-row seats to the craft beer revolution, they are part of our plan to take the business we own together to another continent. Every single one of them who has invested since - and who continues to invest in Equity for Punks IV - also owns part of BrewDog USA too

So if you’re a BrewDog fan living in those United States, from May you will be able to invest as well, and become part of our rock and roll craft beer community. And if you’d like to prepare, you can sign up for our mailing list to get all the details and get everything dialled in for May. We couldn’t be more excited to supply super-fresh, American-brewed BrewDog craft beer to the beer drinkers of the nation that changed the beer world forever...

No money or other consideration is being solicited, and if sent in response, will not be accepted. No offer to buy the securities can be accepted and no part of the purchase price can be received until the offering statement is qualified, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance given after the qualification date. Any response to this web page or e-mail sent to us regarding the matter or any indication of interest involves no obligation or commitment of any kind. The most recent version of the Preliminary Offering Circular may be obtained from Kendall Almerico by writing to 1101 King St #610, Alexandria, VA 22314 or by calling 703-684-4333.

In the US? Get Equity for Punks USA updates at www.brewdog.com/equityforpunksusa

EX1A-2B BYLAWS

 BYLAWS OF BREWDOG USA INC.

EX1A-2A CHARTER

EXHIBIT 1A-2A

CHARTER AND AMENDMENTS

1A-2A

EX1A-12 OPN CNSL

EXHIBIT 1A-12

LEGAL OPINION OF KENDALL ALMERICO

1A-12

PART II AND III

PART II - PRELIMINARY OFFERING CIRCULAR - FORM 1-A: TIER 2

Dated June 6, 2016

PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933

BREWDOG USA INC.

65 E STATE ST, SUITE 1800
COLUMBUS, OH 43215
614-400-3077
www.BrewDog.com

1,052,632 Shares of Common Stock at $47.50 per Share
Minimum Investment: 2 Shares ($95.00)
Maximum Offering: $50,000,000.00

See The Offering - Page 12 and Securities Being Offered - Page 51 For Further Details
None of the Securities Offered Are Being Sold By Present Security Holders
This Offering Will Commence Upon Qualification of This Offering by
the Securities and Exchange Commission and Will Terminate on December 6, 2016,
Unless Extended Up to 180 Days By The Issuer

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.

PLEASE REVIEW ALL RISK FACTORS ON PAGES 13 THROUGH 20 BEFORE MAKING AN INVESTMENT IN THIS COMPANY. AN INVESTMENT IN THIS COMPANY SHOULD ONLY BE MADE IF YOU ARE CAPABLE OF EVALUATING THE RISKS AND MERITS OF THIS INVESTMENT AND IF YOU HAVE SUFFICIENT RESOURCES TO BEAR THE ENTIRE LOSS OF YOUR INVESTMENT, SHOULD THAT OCCUR

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 AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER ARE EXEMPT FROM REGISTRATION.

Because these securities are being offered on a "best efforts" basis, the following disclosures are hereby made:

	Price to Public	Underwriting discount and Commissions (1)	Proceeds to Company (2)	Proceeds to Other Persons (3)
Minimum Investment	$95.00	$4.75	$90.25	None
Maximum Offering	$50,000,000.00	$3,325,000.00	$46,675,000.00	None

(1) The Company shall pay FundAmerica Securities LLC a broker-dealer services fee equivalent to (i) 5% of capital raised up to the first $10 million raised, (ii) for all capital raised between $10,000,001 and $15,000,000, a fee of 5.5%, (iii) for all capital raised between $15,000,001 and $20,000,000, a fee of 6%, (iv) for all capital raised between $20,000,001 and $25,000,000, a fee of 6.5%, (v) for all capital raised between $25,000,001 and $30,000,000, a fee of 7%, (vi) for all capital raised between $30,000,001 and $35,000,000, a fee of 7.5%, (vii) for all capital raised between $35,000,001 and $50,000,000, a fee of 8%. See "PLAN OF DISTRIBUTION."

(2) Does not reflect payment of expenses of this offering, which are estimated to not exceed $75,000.00 and which include, among other things, legal fees, reproduction expenses, costs of blue sky compliance, and actual out-of-pocket expenses incurred by the Company selling the Shares, but which do not include fees to be paid to the escrow agent and administrative fees paid to FundAmerica. This amount represents the proceeds of the offering to the Company, which will be used as set out in "PLAN OF DISTRIBUTION."

(3) There are no finder's fees or other fees being paid to third parties from the proceeds, other than those disclosed below. See "PLAN OF DISTRIBUTION."

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.

This offering (the "Offering") consists of Common Stock (the "Shares" or individually, each a "Share") that is being offered on a "best efforts" basis, which means that there is no guarantee that any minimum amount will be sold. The Shares are being offered and sold by BrewDog USA Inc., a Delaware Corporation ("BrewDog USA" or the "Company"). There are 1,052,632 Shares being offered at a price of $47.50 per Share with a minimum purchase of two (2) Shares per investor. The Shares are being offered on a best efforts basis to an unlimited number of accredited investors and an unlimited number of non-accredited investors only by the Company and through FundAmerica Securities LLC ("FundAmerica"), a broker/dealer registered with the Securities and Exchange Commission (the "SEC") and a member of the Financial Industry Regulatory Authority ("FINRA"). The maximum aggregate amount of the Shares offered is $50,000,000.00 (the "Maximum Offering"). There is no minimum number of Shares that needs to be sold in order for funds to be released to the Company and for this Offering to close.

The Shares are being offered pursuant to Regulation A of Section 3(b) of the Securities Act of 1933, as amended, for Tier 2 offerings. The Shares will only be issued to purchasers who satisfy the requirements set forth in Regulation A. The offering is expected to expire on the first of: (i) all of the Shares offered are sold; or (ii) the close of business on December 6, 2016, unless sooner terminated or extended up to no more than an additional one hundred eighty (180) days by the company's CEO. Pending each closing, payments for the Shares will be deposited in an escrow account set up by FundAmerica to be held in escrow for the Company. Funds will be promptly refunded without interest, for sales that are not consummated. Upon closing under the terms as set out in this Offering Circular, funds will be immediately transferred to the Company where they will be available for use in the operations of the Company's business in a manner consistent with the "USE OF PROCEEDS" in this Offering Circular.

THIS OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS CONCERNING THE COMPANY OTHER THAN THOSE CONTAINED IN THIS OFFERING CIRCULAR, AND IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON.

PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS OFFERING CIRCULAR, OR OF ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS EMPLOYEES, AGENTS OR AFFILIATES, AS INVESTMENT, LEGAL, FINANCIAL OR TAX ADVICE.

BEFORE INVESTING IN THIS OFFERING, PLEASE REVIEW ALL DOCUMENTS CAREFULLY, ASK ANY QUESTIONS OF THE COMPANY'S MANAGEMENT THAT YOU WOULD LIKE ANSWERED AND CONSULT YOUR OWN COUNSEL, ACCOUNTANT AND OTHER PROFESSIONAL ADVISORS AS TO LEGAL, TAX AND OTHER RELATED MATTERS CONCERNING THIS INVESTMENT.

JURISDICTIONAL (NASAA) LEGENDS

FOR RESIDENTS OF ALL STATES: THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY THAT A LEGEND MAY BE REQUIRED BY THAT STATE AND SHOULD NOT BE CONSTRUED TO MEAN AN OFFER OR SALE MAY BE MADE IN A PARTICULAR STATE. IF YOU ARE UNCERTAIN AS TO WHETHER OR NOT OFFERS OR SALES MAY BE LAWFULLY MADE IN ANY GIVEN STATE, YOU ARE HEREBY ADVISED TO CONTACT THE COMPANY. THE SECURITIES DESCRIBED IN THIS OFFERING CIRCULAR HAVE NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAWS (COMMONLY CALLED "BLUE SKY" LAWS).

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TABLE OF CONTENTS

SUMMARY AND RISK FACTORS	7
SUMMARY	7
Investment Analysis	13
The Offering	13
RISK FACTORS	13
DILUTION	21
PLAN OF DISTRIBUTION	22
USE OF PROCEEDS TO ISSUER	23
DESCRIPTION OF BUSINESS	25
Narrative	25
Introduction to BrewDog USA Inc.	25
Introduction to BrewDog plc: BrewDog's UK Company	26
Two Punks, One Mission	26
Equity for Punks in Europe	29
BrewDog plc's Aberdeenshire Brewery	29
BrewDog Bars	30
BrewDog plc Future Plans	31
BrewDog Beers	31
Our Headliner Range Beers	31
Our Amplified Range Beers	33
BrewDog USA: The Why	33
The U.S. Craft Beer Market	34
Recent Acquisitions	34
BrewDog in the U.S.	35
BrewDog In The Media	35
The New BrewDog USA Brewery in Columbus, Ohio	37
Why We Selected Columbus, Ohio.	40
Beer Sales	41
BrewDog Bars	41
BrewDog's U.S. Growth Plan	42
DESCRIPTION OF PROPERTY	44
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS	45
DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES	48
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS	49
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN
SECURITYHOLDERS	51
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN
TRANSACTIONS	52
SECURITIES BEING OFFERED	52
DISQUALIFYING EVENTS DISCLOSURE	54
ERISA CONSIDERATIONS	54

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INVESTOR SUITABILITY STANDARDS	56
SIGNATURES & ACKNOWLEDGEMENT ADOPTING TYPED SIGNATURES	57
FINANCIAL STATEMENTS	59
PART III: EXHIBITS
Broker-Dealer Services Agreement with FundAmerica Securities LLC	1A-1
Charter (including amendments)	1A-2A
Bylaws	1A-2B
Subscription Agreement	1A-4
Material Contracts	1A-6
Escrow Agreement with FundAmerica Securities LLC	1A-8
Consent of Independent Auditors	1A-11
Legal Opinion of Kendall Almerico - DiMuroGinsberg	1A-12
Testing The Waters	1A-13

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SUMMARY AND RISK FACTORS

SUMMARY

The following summary is qualified in its entirety by the more detailed information appearing elsewhere in this Offering Circular and/or incorporated by reference in this Offering Circular.

Introduction

BrewDog¹ USA Inc. was formed to brew and distribute craft beer, as well as operate Brewpubs, in the United States. BrewDog USA plans to build on BrewDog plc's success as Europe's leading craft brewer, by turning our attention stateside. We are going to combine Europe's most explosive craft brewery with the world's most explosive craft beer market.

We have already built a distribution network in the U.S. and have brand recognition on the back of our hit TV show BrewDogs that airs on Esquire Network. Our management team, our beers and our business model are tried and tested in Europe and soon will be unleashed on the United States of America.

brewdog usa's american brewery in columbus, ohio is already being built. we have a team in place and our route to market is close to being locked down with distribution deals pending in more than 20 states. brewdog usa plans to scale our american business even faster than was done in the uk, as we plan to roll out distribution of our range of beers and also look to build a brewpub operation with a nationwide footprint.

BrewDog USA is currently 100% owned by BrewDog plc, Europe's leading craft brewer and creator of Europe's largest chain of craft beer bars with 44 outlets. BrewDog USA will share the same senior management team as BrewDog plc and will brew the same beers for the U.S. market that are currently leading the way in Europe. BrewDog's flagship beer,

¹ BrewDog USA Inc. ("BrewDog USA" or the "Company" or "We" or "Our") was formed on April 22, 2015, as a Delaware Corporation, for the general purpose of brewing and distributing craft beer as well as operating Brewpubs in the United States. BrewDog USA is, prior to the Shares being sold in this Offering, wholly owned by BrewDog plc ("BrewDog plc") a United Kingdom company. The BrewDog brand, in general and without specific reference to either BrewDog USA or BrewDog plc, is herein referred to as "BrewDog" with no additional wording.

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Punk IPA, is the UK & Europe's best selling craft beer, and it is BrewDog USA's intention to make it one of America's best selling craft beers, too.

We will take advantage of BrewDog plc's infrastructure, expertise, intellectual property and experienced people as we look to turbo-charge our American business. Despite only starting in 2007, BrewDog plc has grown exponentially, and we believe BrewDog USA can enjoy a much steeper growth trajectory given the starting point our distribution footprint and brand awareness give our U.S. business.

BrewDog in Europe

BrewDog plc is the largest and fastest-growing craft brewer in Europe and has been the fastest- growing food and drink company in the UK for the last 4 years consecutively. In addition to brewing beer, BrewDog plc also has 44 BrewDog bars of which we own and operate 30 based in the UK and we run the 14 international sites in conjunction with our local partners. We plan to take all we have learned from BrewDog plc's UK business and build a business in the United States - the largest, fastest growing and most vibrant craft beer market in the world.

The story of BrewDog began in 2007. In a derelict shed in an industrial park in Northeast Scotland, BrewDog was founded by best friends and home-brewers

James Watt and Martin Dickie. Before starting BrewDog, James was the captain of a North Atlantic fishing boat while Martin was working as a brewer and distiller. James and Martin both quit their jobs, got a £20,000 bank loan and some second hand stainless steel tanks, and set out to turn the UK beer scene on its head. They bootstrapped a tiny ramshackle brewery together on a shoestring budget. They did most of the set-up and building work themselves because they could not afford to get anyone to help them.

James and Martin had a very simple mission when they founded BrewDog: to make other people as passionate about great craft beer as they are. As a company, BrewDog plc focuses on two key things: its beer and its people. BrewDog plc not only wants to brew the best beers in the world, it also strives to be the best company to work for in the world. BrewDog USA has inherited those same traits and qualities, and plans to extend those qualities that make the BrewDog brand so special to our brewery and Company in the United States.

For the first 12 months of its existence, BrewDog plc was just two humans and one dog. The fledgling enterprise started to grow quickly as more customers wanted to stock their beers. By 2009, BrewDog was the largest independent brewery in Scotland and was already exporting its beers to 15 countries in Europe and selling to major retail chains in the UK.

Today, BrewDog plc employs more than 600 passionate people, ships its beer to more than 50 countries around the world, owns and/or operates 44 craft beer

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bars and also owns one of the world's most advanced craft breweries from its base in Aberdeenshire in Northeast Scotland. Its flagship beer, Punk IPA is the leading craft beer in the UK and in Europe and BrewDog plc has been solidly profitable every year since 2008. BrewDog plc is also a public company in the UK and has a community of more than 35,000 shareholders.

Crowdfunding

The growth of BrewDog plc was fueled and funded by its radical crowdfunding model which first launched in 2010 as BrewDog plc tore up convention, turned the traditional business model on its head and launched "Equity for Punks" giving thousands of people a front row seat to the craft beer revolution.

By the end of 2015, BrewDog plc held the world record for the biggest online equity based crowdfunding campaign and, to date, has used Equity for Punks to raise more than £20m of investment into BrewDog plc, while building a community of more than 35,000 investors.

BrewDog plc led the way in crowdfunding in Europe, and BrewDog USA plans to do the same in the U.S. BrewDog USA is now looking to replicate this equity crowdfunding model in the U.S. The launch of the JOBS Act and Regulation A+ makes it possible for us to raise capital from thousands of people who love craft beer.

BrewDog USA Overview

BrewDog beers have been available in limited quantities in the U.S. since 2008 but BrewDog plc's Scottish brewery has simply not been able to keep up with the demand for our beers in America. BrewDog USA plans to change all of that. By opening our new brewery in Ohio, we will be able to meet the American demand and give ourselves a great platform and infrastructure for growth in the world's biggest craft beer market.

We already have distribution agreements close to being finalized with craft beer distributors in more than 20 states that will lock down our route to market and ensure we will hit the ground running. Furthermore, we already have a sales history with retailers such as Whole Foods. Our TV show

BrewDogs has run for three seasons on the Esquire Network giving our brand further national exposure in America.

We are well on our way to completing our new state of the art brewery in Ohio on a 42 acre site which is just over 10 miles from downtown Columbus. Our initial 100,000 square foot brewery building will feature a tap room, an 8,000 square foot restaurant, an outdoor patio with additional customer space, a bottle shop and a visitor centre offering tours on site. We will also have 17,000 square feet of office space, a 16,000 square foot brewhouse, a packaging hall of 11,000 square feet and a warehouse featuring 7,000 square feet of refrigerated space.

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Everything about BrewDog USA is set up for growth and rapid expansion. From our 42 acre Columbus brewery site primed for future expansion in terms of space, transport links, utilities, infrastructure and brewing equipment to our team's UK experience, we have the contacts and people to make expansion happen quickly and efficiently. We already have plans for a potential 200,000 square foot extension; with plenty of space on the site for further building work thereafter, too.

Additionally, all of the equipment is also designed with expansion as the main focus. The initial brewhouse can support an annual capacity of 426,000 barrels by adding more fermentation tanks to the system and the building has been designed to take a second brewhouse when we fully utilize the capacity of the initial brewhouse. We will use all that we have learned at BrewDog plc's European site about quickly growing production in a craft brewery to maximize efficiencies and minimize equipment costs when growing our American operation.

We already have confirmed volumes and have distribution agreements in place for our beers. For a brand new operation, we believe BrewDog USA is in a strong position in terms of initial sales, orders and volumes. This is a position of strength we will look to build from quickly. With the U.S. craft beer market booming and projected to continue doing so for some time, we see enormous potential for BrewDog to grow and to grow very quickly in the U.S.

We have a team of people who are determined to ensure BrewDog fulfils its American potential. Our BrewDog USA team is made up of U.S. and UK craft beer industry veterans who will provide a wealth of local knowledge combined with the key people who have driven the success and growth of BrewDog plc's European business.

BrewDog Beers

All the beers BrewDog USA will brew in the U.S. have been successfully developed and launched in Europe and many are now established global brands. Our range is split between our Headliner and

our Amplified line-ups, and we will use what we have learned to date to optimize our U.S. portfolio.

Punk IPA is BrewDog's flagship beer and the cornerstone of our Headliner Range. Punk IPA accounts for 60% of BrewDog plc's production and sales in Europe, and we anticipate this beer also being our flagship in the U.S. It is the first beer we ever made and has been BrewDog plc's best selling beer ever since. Layered with new world hops to

create an explosion of tropical fruit and an all-out riot of grapefruit, pineapple and lychee before a spiky bitter finish, this beer is a transatlantic fusion. Punk IPA is the number one selling craft beer in the UK and is also the number one selling craft beer in Europe.

Other Headliner Range beers include:

• Kingpin - BrewDog's hoppy spin on the classic German pilsner style;

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• 5am Saint - our hopped up red ale delivering roasty, malty goodness with our favorite American and New Zealand hops;
• Jet Black Heart - our milk and oatmeal stout that is all about mountains of chocolate with an opulent, velvety mouthfeel.

Our Amplified Range beers include:

• Elvis Juice - a 6.5% grapefruit infused IPA building on all our favorite hops and adding a huge grapefruit hit;
• Jack Hammer - a savagely bitter IPA that literally
• hammers hops into your palate;
• Cocoa Psycho - a 10% Imperial Russian stout combining decadence and attitude in this deep, dark beast of a beer.
• Hardcore IPA - our explicit imperial ale that, at 9.2% and over 100 IBU, is not for the faint of heart

These beers will make up around 95% of our production from BrewDog USA's Columbus, Ohio brewery; the remaining 5% will be small batch, seasonal and experimental brews.

BrewDog Bars

In 2010, BrewDog plc opened BrewDog Aberdeen, its first craft beer bar and has now opened BrewDog bars all over the planet. BrewDog plc has been the fastest-growing food and drink company in the UK for the last four years consecutively. During this time, BrewDog plc's management team has learned a lot about rapidly growing brewing production, scaling infrastructure and building teams to meet the demands of its ever-expanding business. That same management team now brings their knowledge and experience to BrewDog USA.

BrewDog plc's bar division has grown rapidly to 44 sites, with 30 in the UK and flagship sites internationally such as BrewDog Tokyo, BrewDog Barcelona and BrewDog Sao Paulo.

BrewDog Bars allow customers to indulge in everything that is great about craft beer. With knowledgeable staff who are passionately evangelical when it comes to craft beers, the BrewDog

Bars pride themselves on showcasing the best, most exciting and flavorsome craft beers that BrewDog plc can get its paws on from all corners of the planet.

As in Europe, BrewDog bars will be a key part of BrewDog USA's operation. Our first BrewDog bar in America, scheduled to open in late 2016, will be the onsite bar at our Columbus brewery. Our bars will enable us to sell more beer, increase our visibility, build our community and assist in getting the BrewDog brand into as many people's hands as possible. The BrewDog bar is a new spin on a craft beer bar, and the model for BrewDog bars has honed across the existing 44 international sites. Originally inspired by American bars, each BrewDog bar infuses European beer cafe culture, highly trained expert staff, contemporary Scottish food, and

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craft cocktails with board games into the mix. Our spaces are stripped back, raw, industrial and utilitarian using reclaimed materials and furniture.

Our combined brewing and retailing approach with a national ambition is a new business model in the U.S. craft beer industry. We intend to use this vertical integration to accelerate our growth, bolster our profitability and build deep and lasting connections with our customers. At BrewDog, we aim to shorten the distance as much as possible between ourselves and the people who enjoy our beers. Our BrewDog Bars enable us to do just that.

Key People

James Watt, Managing Director of BrewDog plc and Chief Executive Officer of BrewDog USA has been named Scottish Entrepreneur of the Year three times. He won the Great Britain Entrepreneur of

the Year award in 2015. Penguin Publishing recently published his best selling business book Business for Punks. James is one of only eleven Master Cicerones in the world. Martin Dickie, BrewDog plc's Brewing Director and Chief Operations Officer of BrewDog USA, has won two gold medals for BrewDog beers at the World Beer Cups as well as four gold medals at the World Beer Awards, making BrewDog's beers amongst the highest rated and most decorated on the planet. James and Martin also host BrewDogs - the longest running beer television show in history - which is broadcast in the U.S. by the Esquire Network.

BrewDog's Columbus brewery will be run by Brewmaster Tim Hawn. Tim spent just under five years as Brewmaster at the renowned Dogfish Head craft brewery. In addition to brewing world-class craft beers at Dogfish Head, Tim oversaw a massive expansion in their production and brewing facilities.

Vice President of Sales Jason Davis will manage our American sales. Jason has spent his entire adult life in the beer business. In his previous role, Jason served as a Regional Manager for 13 years at the Sierra Nevada Brewing Company with complete responsibility for 16 states.

Let's Go America!

We plan to duplicate BrewDog plc's European successes in the far larger craft beer market of the U.S. We plan to take advantage of the brand recognition BrewDog already has stateside from our beer sales, our online footprint and our television show. We plan to build on the sales and distribution contracts we already have in place. We plan to take our team's experience of rapidly expanding a craft beer brewing and retailing business, and apply it to the U.S. market.

We want you to be along for the ride. And your investment will enable us to grow even faster.

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Investment Analysis

The Company believes that it has strong economic prospects by virtue of the following dynamics of the industry, the success of BrewDog plc in the United Kingdom and elsewhere, and other reasons:

1. Management believes that the trends for growth in the craft brewery industry in the Unites States are favorable.
2. The demand for quality craft beer in the United States is expected to grow, creating an opportunity for the Company as it is already ahead of many competitors based upon its success in the United Kingdom and elsewhere.
3. Management believes that the high quality of its craft beer, its knowledge of running a craft brewery and operating its brew pubs through BrewDog plc, and its experience in marketing its craft beers and brand will position BrewDog for profitable operations and will create new market opportunities in the United States.
   

Despite Management's beliefs, there is no assurance that BrewDog will be profitable, or that management's opinion of the industry's favorable dynamics will not be outweighed in the future by unanticipated losses, adverse regulatory developments and other risks. Investors should carefully consider the various risk factors below before investing in the Shares.

The Offering

Common Stock outstanding (1) (2)	6,315,789 Shares
Common Stock offered by us	1,052,632 Shares
Common Stock to be outstanding after the offering (3)	7,368,421 Shares

1. All Shares of Common Stock are held by BrewDog plc.

2. There is only one class of stock in the Company at present - Common Stock.

3. The total number of Shares of Common Stock assumes that the maximum number of Shares are sold in this offering.

RISK FACTORS

The purchase of the Company's Common Stock involves substantial risks. You should carefully consider the following risk factors, in addition to any other risks associated with this investment. The Shares offered by the Company constitute a highly speculative investment and you should be in an economic position to lose your entire investment. The risks listed do not necessarily comprise all those associated with an investment in the Shares and are not set out in any particular order of priority. Additional risks and uncertainties may also have an adverse effect on the Company's business and your investment in the Shares. An investment in the Company may not be suitable for

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all recipients of this Offering Circular. You are advised to consult an independent professional adviser or attorney who specializes in investments of this kind before making any decision to invest. You should consider carefully whether an investment in the Company is suitable in the light of your personal circumstances and the financial resources available to you.

The discussions and information in this Offering Circular may contain both historical and forward- looking statements. To the extent that the Offering Circular contains forward-looking statements regarding the financial condition, operating results, business prospects, or any other aspect of the Company's business, please be advised that the Company's actual financial condition, operating results, and business performance may differ materially from that projected or estimated by the Company in forward-looking statements. The Company has attempted to identify, in context, certain of the factors it currently believes may cause actual future experience and results may differ from the Company's current expectations.

Before investing, you should carefully read and carefully consider the following risk factors:

Risks Relating to the Company's Business

The Company Has Limited Operating History

The Company has a limited operating history and there can be no assurance that the Company's proposed plan of business can be developed in the manner contemplated and, if it cannot be, Shareholders may lose all or a substantial part of their investment. There is no guarantee that it will ever realize any significant operating revenues or that its operations ever will be profitable.

The Company Is Dependent On Its Management, Founders and Sponsors to Execute the Business Plan

BrewDog is dependent on its management, founders and sponsors to execute the business plan. The success of the Company will depend on its ability to compete for and retain additional qualified key personnel to enhance the growth. The Company's business would be adversely affected if it were unable to recruit qualified personnel when necessary or if it were to lose the services of certain key personnel and it were unable to locate suitable replacements in a timely manner. Finding and hiring such replacements, if any, could be costly and might require the Company to grant significant equity awards or incentive compensation, which could have a material adverse effect on the Company's financial results and on your investment. The loss, through untimely death, unwillingness to continue or otherwise, of any such persons could have a materially adverse effect on the Company and its business.

The Company's Bank Accounts Will Not Be Fully Insured

The Company's regular bank accounts and the escrow account for this Offering each have federal insurance for only up to $250,000. It is anticipated that the account balances in each account may exceed $250,000 at times. In the event that either bank should fail, the Company may not be able to recover all amounts deposited in these bank accounts.

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The Company's Business Plan Is Speculative

The Company's present business and planned business are speculative and subject to numerous risks and uncertainties. There is no assurance that the Company will generate significant revenues or profits.

The Company Faces Significant Competition in the United States

The Company will face significant competition in the United States craft brew marketplace. According to the Brewers Association, a not-for-profit trade association dedicated to small and independent American brewers, in November, 2014, U.S. brewery count passed the mark of 3,200 brewers in the country and the number of brewery licenses reached the highest ever, topping 4,500 in the first sixth months of 2014. Thirteen states (CA, CO, WA, OR, MI, NY, PA, TX, FL, WI, IL, NC, OH) had more than 100 breweries each and breweries were opening at a rate of 1.5 per day. In addition, as of November 2014, there were more than 2,000 breweries in planning. Competition in the brewpub, microbrewery and bar market is also significant.

A Disruption In Brewing Activities Could Have A Material Adverse Effect

A prolonged disruption to brewing activities (e.g., due to fire, industrial action or any other cause) at its brewing site could have a material adverse effect on the Company's ability to brew its products. This could have a material adverse effect on the Company's financial results and on your investment.

The Brew Pubs Could Have Licensing, Legal or Regulatory Problems

Some or all of the Brew Pubs could lose their licenses to sell alcoholic beverages or have their hours of operation curtailed as a result of hearings of the licensing boards in jurisdictions where they are located or as a result of any changes in legislation governing licensed premises in the various jurisdictions in which Brew Pubs are located or may be located, with a material adverse effect on the Company's financial results and on your investment.

The Cost of Establishing and Operating The Brew Pubs May Be Higher Than Expected

The costs of establishing and operating the Brew Pubs may be higher than expected. Although management of BrewDog plc has undertaken projections and opened similar sized licensed premises in cities outside the U.S. in the past and has made such information available to the Company, costs may be greater in the U.S. locations and may increase as a result of economic or other factors beyond the Company's control, with a resulting material adverse effect on the Company's financial results and on your investment.

The Company Intends To Incur Debt

The Company expects to incur debt secured by the land and/or the assets of its brewery, and it may incur debt (including secured debt) in connection with opening and/or operating Brew Pubs. Complying with obligations under such indebtedness may have a material adverse effect on the Company and on your investment.

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The Company May Have Obligations Under a Line of Credit

BrewDog plc will as necessary extend a line of credit to the Company to be drawn as needed to build and equip the U.S. brewery and to cover operating losses until the Company becomes cash flow positive. The Company intends to reduce reliance on this line of credit with debt from banks or lenders, secured by liens on the land, brewery building, and equipment. The Company expects to evaluate such loan or credit options during or following the closing of this Offering. Complying with obligations under the line of credit or the loans may have a material adverse effect on the Company and on your investment.

The Company's Expenses Could Increase Without a Corresponding Increase in Revenues

The Company's operating and other expenses could increase without a corresponding increase in revenues, which could have a material adverse effect on the Company's financial results and on your investment. Factors which could increase operating and other expenses include, but are not limited to

(1) increases in the rate of inflation; (2) increases in taxes and other statutory charges; (3) changes in laws, regulations or government policies which increase the costs of compliance with such laws, regulations or policies; (4) significant increases in insurance premiums; (5) increases in borrowing costs; and (5) unexpected increases in costs of supplies, goods, materials, construction, equipment or distribution.

The Company Will Be Reliant On Key Suppliers

The Company intends to enter into agreements with key suppliers and will be reliant on positive and continuing relationships with such suppliers. Termination of those agreements, variations in their terms or the failure of a key supplier to comply with its obligations under these agreements (including if a key supplier were to become insolvent) could have a material adverse effect on the Company's financial results and on your investment.

Increased Costs Could Affect The Company

An increase in the cost of raw materials or energy could affect the Company's profitability. Commodity and other price changes may result in unexpected increases in the cost of raw materials, glass bottles and other packaging materials used by the Company. The Company may also be adversely affected by shortages of raw materials or packaging materials. In addition, energy cost increases could result in higher transportation, freight and other operating costs. The Company may not be able to increase its prices to offset these increased costs without suffering reduced volume, sales and operating profit, and this could have an adverse effect on your investment.

Inability to Maintain and Enhance Product Image

It is important that the Company maintains and enhances the image of its existing and new products. The image and reputation of the Company's products may be impacted for various reasons including litigation, complaints from regulatory bodies resulting from quality failure, illness or other health concerns. Such concerns, even when unsubstantiated, could be harmful to the Company's image and

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the reputation of its products. From time to time, the Company may receive complaints from customers regarding products purchased from the Company. The Company may in the future receive correspondence from customers requesting reimbursement. Certain dissatisfied customers may threaten legal action against the Company if no reimbursement is made. The Company may become subject to product liability lawsuits from customers alleging injury because of a purported defect in products or sold by the Company, claiming substantial damages and demanding payments from the Company. The Company is in the chain of title when it manufactures, supplies or distributes products, and therefore is subject to the risk of being held legally responsible for them. These claims may not be covered by the Company's insurance policies. Any resulting litigation could be costly for the Company, divert management attention, and could result in increased costs of doing business, or otherwise have a material adverse effect on the Company's business, results of operations, and financial condition. Any negative publicity generated as a result of customer complaints about the Company's products could damage the Company's reputation and diminish the value of the Company's brand, which could have a material adverse effect on the Company's business, results of operations, and financial condition, as well as your investment. Deterioration in the Company's brand equity (brand image, reputation and product quality) may have a material adverse effect on its financial results as well as your investment.

Trademark and Domain Challenges

The names and/or logos of Company brands may be challenged by holders of trademarks who file opposition notices, or otherwise contest, trademark applications by the Company for its brands. Similarly, domains owned and used by the Company may be challenged by others who contest the ability of the Company to use the domain name or URL. Such challenges could have a material adverse effect on the Company's financial results as well as your investment.

Computer, Website or Information System Breakdown

Computer, website and/or information system breakdowns as well as cyber security attacks could impair the Company's ability to service its customers leading to reduced revenue from sales and/or reputational damage, which could have a material adverse effect on the Company's financial results as well as your investment.

Changes In The Economy Could Have a Detrimental Impact

Changes in the general economic climate could have a detrimental impact on consumer expenditure and therefore on the Company's revenue. It is possible that recessionary pressures and other economic factors (such as declining incomes, future potential rising interest rates, higher unemployment and tax increases) may decrease the disposable income that customers have available to spend on beer and/or alcohol consumption and may adversely affect customers' confidence and willingness to spend. Any of such events or occurrences could have a material adverse effect on the Company's financial results and on your investment.

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Volatility of Agricultural Commodities

The Company uses agricultural commodities in the manufacturing of its beer. Commodity markets are volatile and unexpected changes in commodity prices can reduce the Company's profit margin and make budgeting difficult. Many factors can affect commodity prices, including but not limited to political and regulatory changes, weather, seasonal variations, technology and market conditions. Some of the commodities used by the Company are key ingredients in its beer and may not be easily substituted. In particular, the Company uses large quantities of hops and may be reliant on a single supply contract for this ingredient. Any of such events or occurrences could have a material adverse effect on the Company's financial results and on your investment.

Regulatory and Legal Hurdles

The operation of a brewery, wholesale and retail distribution of beer, and operation of Brew Pubs will each be subject to obtaining a liquor license or other licensure in the states in which such operations take place. An unanticipated delay or unexpected costs in obtaining or renewing such licenses, or unanticipated hurdles which have to be overcome or expenses which have to be paid, could result in a material adverse effect on the Company's business plan and financial results and on your investment.

Government and Other Campaigns and Laws Could Reduce Demand

Government-sponsored campaigns and campaigns by other third parties against excessive drinking, licensing reforms relating to the sale of alcoholic beverages and changes in drunk driving laws and other laws may reduce demand for the Company's products and any change in the brewing legislation and other legislation could have an impact upon present and future products which the Company may produce, which could have a material adverse effect on the Company's financial results and on your investment.

Risks Relating to This Offering and to Ownership of the Shares

The Company May Undertake Additional Equity or Debt Financing That May Dilute The Shares In This Offering

The Company may undertake further equity or debt financing which may be dilutive to existing Shareholders, including you, or result in an issuance of securities whose rights, preferences and privileges are senior to those of Shareholders, including you, and also reducing the value of shares subscribed for under this Offering.

The Shares Are Offered On A "Best Efforts" Basis And The Company May Not Raise The Maximum Amount Being Offered

The Company is offering the Shares through on a "best efforts" basis. In a "best efforts" offering, there is no assurance that the Company will sell enough Shares to meet its capital needs. If you purchase Shares in this Offering, you will do so without any assurance that the Company will raise enough money to satisfy the full use of proceeds the Company has outlined in this Offering Circular or to meet the Company's working capital needs.

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The Company May Not Be Able To Obtain Additional Financing.

Even if the Company is successful in selling the maximum amount of Shares in the Offering, the Company may require additional funds to continue and grow its business. The Company may not be able to obtain additional financing as needed, on acceptable terms, or at all, which would force the Company to delay its plans for growth and implementation of its strategy which could seriously harm its business, financial condition and results of operations. If the Company needs additional funds, the Company may seek to obtain them primarily through additional equity or debt financings. Those additional financings could result in dilution to the Company‘s current Shareholders and to you, if you invest in this Offering.

The Offering Price Has Been Arbitrary Determined

The offering price of the Shares has been arbitrarily established by the Company based upon its present and anticipated financing needs and bears no relationship to the Company's present financial condition, assets, book value, projected earnings, or any other generally accepted valuation criteria. The offering price of the Shares may not be indicative of the value of the Shares or the Company, now or in the future.

The Management Of The Company Has Broad Discretion In Application of Proceeds

The management of the Company has broad discretion to adjust the application and allocation of the net proceeds of this offering in order to address changed circumstances and opportunities. As a result of the foregoing, the success of the Company will be substantially dependent upon the discretion and judgment of the management of the Company with respect to the application and allocation of the net proceeds hereof.

An Investment in the Company's Shares Could Result In A Loss of Your Entire Investment

An investment in the Company's Shares offered in this Offering involves a high degree of risk and you should not purchase the Shares if you cannot afford the loss of your entire investment. You may not be able to liquidate your investment for any reason in the near future.

There Is No Assurance The Company Will Be Able To Pay Distributions To Share Holders

While the Company desires to pay distributions at some point in the future to its Shareholders when and if the Company is profitable, there can be no assurance that cash flow and profits will allow such distributions to ever be made.

There is No Public Trading Market for the Company's Shares

At present, there is no active trading market for the Company's securities and the Company cannot assure that a trading market will develop. The Company's Common Stock has no trading symbol. In order to obtain a trading symbol and authorization to have the Company's securities trade publicly, the Company must file an application on Form 211 with, and receive the approval by, the Financial

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Industry Regulatory Authority ("FINRA") of which there is no assurance, before active trading of the Company's securities could commence. If the Company's securities ever publicly trade, they may be relegated to the OTC Pink Sheets. The OTC Pink Sheets provide significantly less liquidity than the NASD's automated quotation system, or NASDAQ Stock Market. Prices for securities traded solely on the Pink Sheets may be difficult to obtain and holders of the Shares and the Company's securities may be unable to resell their securities at or near their original price or at any price. In any event, except to the extent that investors' Shares may be registered on a Form S-1 Registration Statement with the Securities and Exchange Commission in the future, there is absolutely no assurance that Shares could be sold under Rule 144 or otherwise until the Company becomes a current public reporting company with the Securities and Exchange Commission and otherwise is current in the Company's business, financial and management information reporting, and applicable holding periods have been satisfied.

The Company Has Made Assumptions In Its Projections and In Forward-Looking Statements That May Not Be Accurate

The discussions and information in this Offering Circular may contain both historical and "forward- looking statements" which can be identified by the use of forward-looking terminology including the terms "believes," "anticipates," "continues," "expects," "intends," "may," "will," "would," "should," or, in each case, their negative or other variations or comparable terminology. You should not place undue reliance on forward-looking statements. These forward-looking statements include all matters that are not historical facts. Forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements contained in this Offering Circular, based on past trends or activities, should not be taken as a representation that such trends or activities will continue in the future. To the extent that the Offering Circular contains forward- looking statements regarding the financial condition, operating results, business prospects, or any other aspect of the Company's business, please be advised that the Company's actual financial condition, operating results, and business performance may differ materially from that projected or estimated by the Company. The Company has attempted to identify, in context, certain of the factors it currently believes may cause actual future experience and results to differ from its current expectations. The differences may be caused by a variety of factors, including but not limited to adverse economic conditions, lack of market acceptance, reduction of consumer demand, unexpected costs and operating deficits, lower sales and revenues than forecast, default on leases or other indebtedness, loss of suppliers, loss of supply, loss of distribution and service contracts, price increases for capital, supplies and materials, inadequate capital, inability to raise capital or financing, failure to obtain customers, loss of customers and failure to obtain new customers, the risk of litigation and administrative proceedings involving the Company or its employees, loss of government licenses and permits or failure to obtain them, higher than anticipated labor costs, the possible acquisition of new businesses or products that result in operating losses or that do not perform as anticipated, resulting in unanticipated losses, the possible fluctuation and volatility of the Company's operating results and financial condition, adverse publicity and news coverage, inability to carry out marketing and sales plans, loss of key executives, changes in interest rates, inflationary factors, and other specific risks that may be referred to in this Offering Circular or in other reports issued us or third party publishers.

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DILUTION

The term "dilution" means the reduction of any one Share as a percentage of the aggregate Shares outstanding. If all of the Shares in this offering are fully subscribed and sold, the Shares offered herein will constitute approximately 14.29% of the total Shares of Common Stock of the Company. The Company anticipates that subsequent to this offering the Company may require additional capital and such capital may take the form of Common Stock, other stock or securities or debt convertible into stock. Such future fund raising will further dilute the percentage ownership of the Shares sold herein in the Company.

If you invest in our common stock, your interest will be diluted immediately to the extent of the difference between the offering price per share of our Common Stock and the pro forma net tangible book value per share of our Common Stock after this offering.

As of December 31, 2015, the net tangible book value of the Company was $1,497,241. Based on the number of shares of Common Stock issued and outstanding as of the date of this Offering Circular (6,315,789), that equates to a net tangible book value of approximately $0.24 per share of Common Stock on a pro forma basis. Net tangible book value per share consists of stockholders' equity adjusted for the retained earnings (deficit), divided by the total number of shares of Common Stock outstanding. Without giving effect to any changes in such net tangible book value after December 31, 2015, other than to give effect to the sale of 1,052,632 shares of common stock being offered by the Company in this Offering Circular for the subscription amount of $50,000,000, the pro forma net tangible book value, assuming full subscription, would be $51,497,241. Based on the total number of shares of Common Stock that would be outstanding assuming full subscription (7,368,421) that equates to approximately $6.99 of tangible net book value per share.

Thus, if the Offering is fully subscribed, the net tangible book value per share of Common Stock owned by our current stockholder BrewDog plc will have immediately increased by approximately

$6.75 without any additional investment on its part and the net tangible book value per Share for new investors will be immediately diluted to $40.51 per Share. These calculations do not include the costs of the offering, and such expenses will cause further dilution.

The following table illustrates this per Share dilution:

Offering price per Sharex	$47.50
Net Tangible Book Value per Share before Offering (based on 6,315,789 shares)	$0.24
Increase in Net Tangible Book Value per Share Attributable to Shares Offered Hereby (based on 7,368,421 shares)	$6.75
Net Tangible Book Value per Share after Offering (based on 7,368,421 shares)	$6.99
Dilution of Net Tangible Book Value per Share to Purchasers in this Offering	$40.51

^x Before deduction of offering expenses

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There is a material disparity between the price of the Shares in this Offering and the effective cash cost to BrewDog plc for Shares acquired by them in a transaction during the past year, or that they have a right to acquire. As set out in the Consolidated Statement of Stockholder's Equity in Section F/S Financial Statements below, BrewDog USA Inc.'s operations are funded by BrewDog plc as an interest free intercompany balance repayable on demand. Total funding provided during 2015 amounted to $1,796,095 and of which $1,750,000 was converted to additional-paid in capital. As a result, the average effective cash contribution of BrewDog plc for shares acquired by them in a transaction during the past year was approximately $0.28 per share, whereas the public contribution under this public offering will be $47.50 per share.

PLAN OF DISTRIBUTION

None of the Shares being sold in this offering are being sold by present securities holders. All of the Common Stock is newly authorized and issued by the Company. The Company has engaged FundAmerica Securities, LLC ("FundAmerica"), a broker-dealer registered with the Securities and Exchange Commission and a member of the Financial Industry Regulatory Authority ("FINRA"), to perform the following broker-dealer services and administrative functions in connection with this Offering in addition to acting as the escrow agent:

• Advise us as to permitted investment limits for investors pursuant to Regulation A, Tier 2;
• Communicate with the Company and/or our agents, if needed, to gather additional information or clarification from investors;
• Serve as a registered agent where required for state blue sky requirements, but in no circumstance will FundAmerica solicit a securities transaction, recommend our securities, or provide investment advice to any prospective investor; and
• Transmit the subscription information data to FundAmerica Stock Transfer LLC, our transfer agent and an affiliate of FundAmerica Securities, LLC.

The Company shall pay FundAmerica a broker-dealer fee equivalent to (i) 5% of capital raised up to the first $10 million raised, (ii) for all capital raised between $10,000,001 and $15,000,000, a fee of 5.5%, (iii) for all capital raised between $15,000,001 and $20,000,000, a fee of 6%, (iv) for all capital raised between $20,000,001 and $25,000,000, a fee of 6.5%, (v) for all capital raised between $25,000,001 and $30,000,000, a fee of 7%, (vi) for all capital raised between $30,000,001 and $35,000,000, a fee of 7.5%, (vii) for all capital raised between $35,000,001 and $50,000,000, a fee of 8%. FundAmerica has agreed to pay Source Capital Group Inc. a referral fee of 0.25%.

In addition, we will pay FundAmerica (i) $225.00 escrow account set up fee, (ii) $25.00 per month escrow account fee, (iii) applicable fees for fund transfers and accounting as follows: (x) Inbound funds fees - $0.50 per ACH transfer, $15.00 per domestic wire transfer, $10.00 per check, $2.50 per investor (one-time accounting fee upon receipt of funds); and (y) Outbound funds fees - for each transmittal of funds to the Company upon closing of a successful offering $15.00 per domestic wire transfer, (iv) AML checks ($2.00 for each domestic investor, $5.00 for each investor from the United Kingdom, $5.00 - $60.00 for all other international investors depending on domicile), (v) $45.00 for each bad actor check (per entity and each associated person), and (vi) $20.00 processing fee for each AML and fund transfer exception, if any (collectively, the "Administration Fees"). The Administration Fees shall not exceed a maximum of $170,000.00.

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All subscribers will be instructed by the Company or its agents to transfer funds by wire or ACH transfer directly to the escrow account established for this Offering or deliver checks made payable to "FundAmerica Securities, LLC, as Agent to BrewDog USA Inc. Escrow Account" which FundAmerica shall deposit into such escrow account no later than noon the next business day after receipt..The Company may terminate the Offering at any time for any reason at its sole discretion.

FundAmerica is not participating as an underwriter of the Offering and under no circumstance will it solicit any investment in the company, recommend the Company’s securities or provide investment advice to any prospective investor. Rather, FundAmerica involvement in the Offering is limited to acting as an accommodating broker-dealer. Based upon FundAmerica limited role in this offering, it has not and will not conduct extensive due diligence of this securities Offering and no investor should rely on FundAmerica involvement in this Offering as any basis for a belief that it has done extensive due diligence. FundAmerica does not expressly or impliedly affirm the completeness or accuracy of the Offering Circular presented to investors by the issuer in this Offering. All inquiries regarding this Offering or services provided by FundAmerica Securities and its affiliates should be made directly to the Company.

There are no plans to return funds to subscribers if all of the securities to be offered are not sold. There is no minimum subscription amount required (other than a per investor minimum purchase) to break escrow and distribute funds to the Company. There will be no material delay in the payment of the proceeds of the Offering by FundAmerica to the Company.

The sale of other securities of the same class as those to be offered for the period of distribution will be limited and restricted to those sold through this Offering. Because the Shares being sold are not publicly or otherwise traded, the market for the securities offered is presently stabilized.

USE OF PROCEEDS TO ISSUER

The foregoing Use of Proceeds is an estimate based on the Company's current business plan. We may find it necessary or advisable to reallocate portions of the net proceeds reserved for one category to another, and we will have broad discretion in doing so.

The maximum gross proceeds from the sale of the Shares in this Offering are $50,000,000.00 The net proceeds from the offering, assuming it is fully subscribed, are expected to be approximately $46,600,000.00 after the payment of offering costs including broker-dealer and selling commissions, printing, mailing, legal and accounting costs, and other compliance and professional fees that may be incurred. The estimate of the budget for offering costs is an estimate only and the actual offering costs may differ from those expected by management.

Management of the Company has wide latitude and discretion in the use of proceeds from this Offering. Ultimately, management of the Company intends to use the majority of the proceeds for general working capital and, once certain funding milestones are met, to build and open additional BrewDog bars. At present, management's best estimate of the use of proceeds, at various funding milestones, is set out in the chart below. However, potential investors should note that this chart contains only the best estimates of the Company's management based upon information available to them at the present time, and that the actual use of proceeds is likely to vary from this chart based

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upon circumstances as they exist in the future, various needs of the Company at different times in the future, and the discretion of the Company's management at all times.

A portion of the proceeds from this Offering may be used to compensate or otherwise make payments to officers or directors of the issuer. The officers and directors of the Company may be paid salaries and receive benefits that are commensurate with similar companies, and a portion of the proceeds may be used to pay these ongoing business expenses.

The Company reserves the right to change the use of proceeds set out herein based on the needs of the ongoing business of the Company and the discretion of the Company's management. The Company may reallocate the estimated use of proceeds among the various categories or for other uses if management deems such a reallocation to be appropriate.

Total Raised in Offering	$2,500,000	$5,000,000	$10,000,000	$25,000,000	$50,000,000
Salaries and Wages	$100,000	$500,000	$750,000	$1,250,000	$1,750,000
Construction	$1,000,000	$1,000,000	$1,000,000	$6,000,000	$6,750,000
Purchase of Equipment	$1,000,000	$1,500,000	$2,500,000	$5,000,000	$10,000,000
Open BrewDog Pubs			$3,000,000	$7,500,000	$22,500,000
Working Capital		$500,000	$500,000	$750,000	$1,000,000
Materials and Inventory	$100,000	$225,000	$250,000	$500,000	$750,000
Marketing		$100,000	$150,000	$250,000	$400,000
Office Expenses			$25,000	$100,000	$150,000
Furniture & Fixtures	$50,000	$150,000	$200,000	$300,000	$400,000
Product Development		$250,000	$400,000	$750,000	$1,000,000
Travel & Entertainment		$100,000	$150,000	$250,000	$400,000
Utilities		$250,000	$350,000	$500,000	$650,000
Computers and Software	$50,000	$100,000	$100,000	$150,000	$200,000
Licenses			$50,000	$175,000	$550,000
Legal				$25,000	$50,000
Accounting				$25,000	$50,000
Offering Expenses1	$75,000	$75,000	$75,000	$75,000	$75,000
Broker-Dealer Fees2	$125,000	$250,000	$500,000	$1,400,000	$3,325,000
TOTAL	$2,500,000	$5,000,000	$10,000,000	$25,000,000	$50,000,000

1 The Offering Expenses include, among other things, legal fees, reproduction expenses, costs of blue sky compliance, and actual out-of-pocket expenses incurred by the Company selling the Shares, but do not include fees to be paid to the escrow agent and administrative fees paid to FundAmerica.

2 The Broker-Dealer Fees do not include up to $170,000.00 in additional fees payable to FundAmerica for escrow services and Administrative Fees, as set out in PLAN OF DISTRIBUTION above.

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DESCRIPTION OF THE BUSINESS

Narrative

BrewDog USA Inc. was formed on April 22, 2015, as a Delaware Corporation, for the general purpose of brewing and distributing craft beer in the United States. BrewDog USA is, prior to the Shares being sold in this Offering, wholly owned by BrewDog plc, a United Kingdom company.

BrewDog USA wholly owns two subsidiaries: BrewDog Brewing Company LLC, an Ohio limited liability company, that will act as an operating company and will own the brewing equipment and BrewDog Columbus LLC, an Ohio limited liability company, that will own the land and the building where our Columbus brewery sits. Both BrewDog Brewing Company LLC and BrewDog Columbus LLC will, in the Company's belief, be treated as disregarded entities by the Internal Revenue Service, with all revenues and expenses being passed through to BrewDog USA. For purposes of this Offering Circular, "BrewDog USA" or the "Company" or "we" or "our" will refer to BrewDog USA Inc., BrewDog Brewing Company LLC and BrewDog Columbus LLC in the collective. The BrewDog brand, in general and without specific reference to either BrewDog USA or BrewDog plc, is referred to as "BrewDog" with no additional wording throughout this Offering Circular.

Introduction to BrewDog USA Inc.

BrewDog exists to make other people as passionate about great craft beer as we are. We are on a mission to put the taste, flavor and artisan craftsmanship back into people's beer glasses.

BrewDog's Headliner Range of Craft Beers

With BrewDog USA, we are combining Europe's most explosive craft brewery with the world's most explosive craft beer market. Expect fireworks.

We want to build on BrewDog plc's successes as Europe's leading craft brewer and take BrewDog's hardcore hoppy ales to the people of America. We have already built a distribution network in the U.S. and have brand recognition in the U.S. on the back of our TV show BrewDogs that airs on

Esquire Network. Our management team, our beers and our business model are tried and tested, all dialed in and soon to be unleashed on the United States of America.

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BrewDog plc is the largest and fastest-growing craft brewer in Europe and has been the fastest- growing food and drink company in the UK for the last 4 years consecutively. In addition to brewing beer, there are 44 successful BrewDog bars all over the planet. BrewDog USA intends to import this part of the BrewDog business model to the USA.

We plan to take all we have learned from BrewDog plc's Scottish business and build a business in the United States - the largest, fastest growing and most vibrant craft beer market in the world.

BrewDog USA's American brewery in Columbus, Ohio is already being built. We have a team in place and our route to market is close to being locked down with distribution deals pending in more than 20 states. With your investment, BrewDog USA's team hopes to scale our American business even faster than was done in the UK, as we plan to roll out distribution of our range of beers and also look to build a brewpub operation with a nationwide footprint.

Introduction to BrewDog plc: BrewDog's UK Company

• 
• Punk IPA: Our Top Seller

BrewDog USA is currently 100% owned by BrewDog plc, Europe's leading craft brewer and owner of Europe's largest chain of craft beer bars with 44 outlets. BrewDog USA will share the same senior management team as BrewDog plc and will brew the same beers for the U.S. market that are currently leading the way in Europe. BrewDog's flagship beer, Punk IPA, is the UK & Europe's best selling craft beer, and it is BrewDog USA's intention to make it one of America's best selling craft beers.

We will take advantage of BrewDog plc's infrastructure, expertise, intellectual property and experienced people as we look to turbo- charge our American business. Despite only starting in 2007, BrewDog plc has grown exponentially, and we believe BrewDog USA can enjoy a much steeper growth trajectory given the starting point our distribution footprint and brand awareness give our U.S. business.

Two Punks, One Mission

The story of BrewDog began in 2007. In a derelict shed in an industrial park in Northeast Scotland, BrewDog was founded by best friends and home-brewers James Watt and Martin Dickie. Before starting BrewDog, James was the captain of a North Atlantic fishing boat while Martin was working as a brewer and distiller. James and Martin both quit their jobs, got a £20,000 bank loan and some second hand stainless steel tanks, and set out to turn the UK beer scene on its head. They bootstrapped a tiny ramshackle brewery together on a shoestring budget. They did most of the set-up and building work themselves because they could not afford to get anyone to help them.

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James and Martin have grown BrewDog from its humble start to Europe's largest craft brewery

James and Martin had a very simple mission when they founded BrewDog: to make other people as passionate about great craft beer as they are. As a company, BrewDog plc focuses on two key things: its beer and its people. BrewDog plc not only wants to brew the best beers in the world, it also strives to be the best company to work for in the world. BrewDog USA has inherited those same traits and qualities, and plans to extend those qualities that make the BrewDog brand so special to our brewery and Company in the United States.

For the first 12 months of its existence, BrewDog plc was just two humans and one dog. James and Martin did everything: brewing, bottling by hand, sales and even delivered their beer from their car trunks as they spent most of their weekends selling their beers at local street markets. The fledgling enterprise quickly started to grow quickly as more customers wanted to stock their beers. By 2009, BrewDog was the largest independent brewery in Scotland and was already exporting its beers to 15 countries in Europe and selling to major retail chains in the UK such as Tesco, Sainsbury's, Waitrose and ASDA.

In 2010, BrewDog plc opened its first ever craft beer bar in their hometown as BrewDog Aberdeen. BrewDog plc wanted to give people somewhere to drink world-class craft beer in an environment where James and Martin would want to hang out. BrewDog plc now has 44 BrewDog bars all over the planet.

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As you can see from the graph below, the BrewDog brand has continued to grow quickly ever since and BrewDog plc has been the fastest-growing food and drink company in the UK for the last four years consecutively. During this time, BrewDog plc's management team has learned a lot about rapidly growing brewing production, scaling infrastructure and building teams to meet the demands of its ever-expanding business. That same management team now brings their knowledge and experience to BrewDog USA.

BrewDog: Bringing its UK experience in rapid growth to the U.S.

Today, BrewDog plc employs more than 600 passionate people, ships its beer to more than 50 countries around the world, owns and operates in conjunction with local partners 44 craft beer bars and also owns one of the world's most advanced craft breweries from its base in Aberdeenshire in Northeast Scotland. Its flagship beer, Punk IPA is the leading craft beer in the UK and in Europe and BrewDog plc has been solidly profitable every year since 2008. BrewDog plc is also a public company in the UK and has a community of more than 35,000 shareholders.

James Watt, BrewDog plc Managing Director and the Chief Executive of BrewDog USA Inc., has been named Scottish Entrepreneur of the Year three times and won the Great Britain Entrepreneur of the Year award in 2015. James has recently published the best selling business book Business for Punks with Penguin Publishing. James is also one of only nine Master Cicerones in the world. Martin Dickie, BrewDog plc's Brewing Director and Chief Operations Officer of BrewDog USA, has won two gold medals for BrewDog beers at the World Beer Cups as well as four gold medals at the World

Beer Awards, making BrewDog's beers amongst the highest rated and most decorated on the planet. James and Martin also host BrewDogs - the longest running beer TV show in history - which is shown the U.S. by the Esquire Network.

The BrewDog team constantly seeks to challenge people's perceptions of what beer can be. In addition to brewing our everyday beers, we make limited edition high-octane brews that look to take innovation in brewing to new levels. We make a series of ice-distilled beers that are up to 32% ABV, we have brewed the strongest beer in the world three times, we have served a beer as a fog, we have served beer from taxidermy and we have even brewed a beer at the bottom of the north Atlantic.

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Equity for Punks in Europe

BrewDog plc is an alternative business owned by thousands of people who love craft beer. They are BrewDog plc's shareholders, friends, community and the heart and soul of its business. The growth of BrewDog plc was fueled and funded by its radical crowdfunding model which first launched in 2010 as BrewDog plc tore up convention, turned the traditional business model on its head and launched "Equity for Punks" giving thousands of people a front row seat to the craft beer revolution.

Equity for Punks was an online equity-based crowdfunding campaign in the UK. At the end of 2015, BrewDog plc held the world record for the biggest online equity based crowd funding campaign and, to date, has used Equity for Punks to raise more than £20,000,000 of investment into BrewDog plc, while building a community of more than 35,000 investors. Sitting amid the harsh and rugged landscape of Aberdeenshire, BrewDog plc's HQ brewery was built with the proceeds of the Equity for Punks investment rounds making it the one of the world's most successful substantially- crowdfunded breweries.

BrewDog USA is now looking to replicate this equity crowdfunding model in the U.S. The launch of the JOBS Act and Regulation A+ makes it possible for us to raise capital from thousands of people who love craft beer, regardless of how wealthy they might be. BrewDog plc led the way in crowdfunding in Europe, and BrewDog USA plans to do the same in the U.S.

BrewDog plc's Aberdeenshire Brewery

BrewDog plc's initial brewery was cobbled together in Fraserburgh, Scotland then expanded multiple times. The company eventually ran out of space and in 2012 moved into its present home - a state of the art eco-brewery in Ellon, a town in Aberdeenshire, Scotland. Located on a green field site, BrewDog plc's Ellon brewery is technologically advanced and environmentally friendly.

BrewDog plc's Aberdeenshire Brewery

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Environmentalism and technology are very important to BrewDog. BrewDog plc's existing brewhouse features a progressive heat recovery system, which drastically cuts its energy consumption. All of the Ellon brewery's brewing by-products (spent malt, hops and yeast) are utilized by local farmers. The Ellon brewery also has a laboratory with state of the art equipment that allows BrewDog to completely focus on the quality of its beers. BrewDog plc's Ellon brewery also boasts a tap room called DogTap, and a high-tech pilot brewhouse where new beers are developed.

BrewDog Bars

BrewDog plc's first BrewDog Bar opened in Aberdeen in 2010. Since then, the bar division has grown rapidly and there are now 30 BrewDog Bars in the UK, and a total of 44 sites worldwide including flagship sites internationally such as BrewDog Tokyo, BrewDog Barcelona and BrewDog Sao Paulo.

There are currently 44 BrewDog Bars globally with another 10 under construction

BrewDog Bars allow customers to indulge in everything that is great about craft beer. With knowledgeable staff who are passionately evangelical when it comes to craft beers, the BrewDog Bars pride themselves on showcasing the best, most exciting and flavorsome craft beers that BrewDog plc can get its paws on from all corners of the planet. In addition to serving a full range of BrewDog beers, they also offer an varied selection of food and coffee from artisan coffee roasters -

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BrewDog Bars are libraries of beery masterpieces from the likes of Stone, Mikkeller, To Ol, Beavertown, AleSmith and many more.

BrewDog Bar division serves three main purposes: (1) sell BrewDog beer contributing to the overall volume of beer BrewDog produces, (2) provide a showcase for he BrewDog brand where we control the customer experience and (3) raise the awareness and profile of BrewDog beers and craft beers overall. This degree of vertical integration has helped BrewDog plc scale quickly in the UK. BrewDog USA plans to do the same in the U.S.

BrewDog plc Future Plans

BrewDog plc's rapid growth over the last few years has enabled the continued investment in two of BrewDog's passions: its beer and its people. To help keep up with the demand for BrewDog beers in Europe, BrewDog plc is currently expanding its Scotland brewery and plans to open 16 new

BrewDog bars in the UK and Europe giving consumers more places to enjoy craft beer and continuing to grow the BrewDog brand.

BrewDog USA Inc. is the largest and most exciting of BrewDog plc's future plans. BrewDog USA has been planned for years, and already has distribution and the key personnel in place to ensure we hit the ground running.

Rapid growth is in the BrewDog DNA. And now we plan to transplant that DNA stateside.

BrewDog Beers

BrewDog is on a mission to make other people as passionate about world-class craft beer as we are. Our main priority is brewing high-quality beers. All the beers BrewDog USA will brew in the U.S. have been successfully developed and launched in Europe and many are now established global brands. Our range is split between our Headliner and our Amplified line-ups, and we will use what we have learned to date to optimize our U.S. portfolio.

Our Headliner Range Beers

BrewDog's Headliners, including our flagship beer: Punk IPA

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Punk IPA

Punk IPA is BrewDog's flagship beer and the cornerstone of our Headliner Range. Punk IPA accounts for 60% of BrewDog plc's production and sales in Europe and we anticipate this beer also being our flagship in the U.S. It is the first beer we ever made and has been BrewDog plc's best selling beer ever since. Layered with new world hops to create an explosion of tropical fruit and an all-out riot of grapefruit, pineapple and lychee before a spiky bitter finish, this beer is a transatlantic fusion. Punk IPA is the number one selling craft beer in the UK and is also the number one selling craft beer in Europe.

Punk IPA continues to lead the way for craft brew sales in the UK

Dead Pony Club is BrewDog's highly hopped session pale ale and the second biggest selling beer overall. Sales of Dead Pony Club have increased more than 130% in the UK over the last 12 months. This beer has been a key part of the BrewDog lineup since 2011, and we anticipate it being our second biggest selling beer in America.

Kingpin is BrewDog's hoppy spin on the classic German pilsner style. This is a beer that really excels on draft.

5am Saint is BrewDog's hopped up red ale delivering roasty malty goodness with our favorite American and New Zealand hops.

Jet Black Heart is BrewDog's milk and oatmeal stout which is also available on nitro dispense in kegs, this been is all about mountains of chocolate with an opulent velvety mouthfeel.

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Our Amplified Range Beers

Elvis Juice is a 6.5% grapefruit infused IPA building on all our favorite hops and adding a huge grapefruit hit.

Jack Hammer is a beer with a huge cult following and a savagely bitter IPA that literally hammers hops into your palate.

Hardcore IPA is our explicit imperial ale, at 9.2% and over 100 IBU, and is not one for the feint of heart.

Cocoa Psycho is a 10% Imperial Russian stout combining decadence and attitude in this deep dark beast of a beer.

Our Amplified range: boxful flavor, high octane craft brews

These beers will make up around 95% of our production from BrewDog USA's Columbus, Ohio brewery. The remaining 5% will be small batch, seasonal and experimental brews.

BrewDog USA: The Why

At BrewDog USA, we are not reinventing the wheel. We plan to combine the experience and success of our explosive European craft brewery with the world's most explosive craft beer market - the U.S. We plan to roll out the same beers, the same retail concept, the same game plan and the same management team as we did with BrewDog plc. In the U.S., we have the potential to go much bigger, much harder and ultimately, much better because, unlike BrewDog plc's European operation, we are not starting from scratch.

We are close to finalizing distribution deals in more than 20 states with craft beer distributors in the U.S. ready and waiting for our beers. We already have a strong reputation in the U.S. with customers who are familiar with our beers and our story, so we will be servicing a demand that already exists. We have a team and an infrastructure already in place with plenty of experience having rapidly

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grown a craft beer business in the UK under their belts. Because of all of these factors combined, we plan to turbo-charge our growth trajectory in the U.S.

The U.S. Craft Beer Market

The U.S. is both the largest and fastest-growing craft beer market in the world. According to the Brewers Association, craft breweries account for 11% of the beer market in the United States, with over 25 million barrels of craft beer being produced in 2015 alone. Small brewing companies employed 115,469 people across America in 2014. In 2014, total beer production in the U.S. grew 0.5%, but craft beer grew 17.6%. It is forecasted that by 2020, craft beer will be 20% of the total American beer market.

BrewDog is coming to the rapidly growing craft beer market in the U.S.

Recent Acquisitions

There have been several recent acquisitions of craft breweries by larger companies in the U.S. Ballast Point Brewing Company, based in San Diego, had a production of 123,000 barrels in 2014 and was acquired by Constellation Group for $1 billion in November 2015. By comparison, BrewDog U.S.'s initial brewhouse and building will have a capacity of up to 426,000 barrels and we project sales of 85,000 barrels in our first full year of production. Furthermore, we will also have the retail element to

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our business through the roll out of BrewDog bars. Other recent craft beer acquisitions have included Lagunitas, Firestone Walker and Golden Road.

BrewDog in the U.S.

BrewDog beers have been available in limited quantities in the U.S. since 2008 via a California based importer. BrewDog plc has been unable to keep up with the demand from America from its Scottish based brewery. By brewing in our new brewery in Ohio, we will be able to meet the American demand as well as get much fresher beer to customers at a very competitive price point because we will not have the huge freight charges that BrewDog plc has shipping beer to the U.S.

BrewDog in the Media

BrewDog already has a strong media reputation in worldwide. BrewDog is one of the top four most followed craft breweries globally on social media and in 2015 received an average of more than 32,000 American visitors to its website on a monthly basis.

BrewDog has been featured in Huffington Post, CNN, CNBC, Time magazine and Forbes, and is regularly approached for comments and statements on key opinion pieces. BrewDog is regarded as a leading voice in craft beer, and our position on a wide range of topics from brewing to small business is held in high regard among a broad set of media outlets. BrewDog regularly appears in all UK national media, both online and in print, and regularly sees reach in excess of 1 million media impressions each month.

Captain James explaining the craft beer revolution on CNBC

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Forbes Interview with James Watt discussing "The BrewDog Way"

BrewDog beers are also are highly prominent on beer rating websites. On the American website www.ratebeer.com, BrewDog beers were the 4^th most rated beers globally in 2015 translating to a strong amount of brand equity in the craft beer community.

More press for James Watt and BrewDog's Punk Craft Beer Revolution

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BrewDogs: The TV Show

Now airing its third season, our TV show BrewDogs is the longest-running beer TV show in history. Each episode of the show, broadcast on Esquire Network in the U.S., follows James and Martin as they travel across America (and the world) visiting amazing breweries and creating their own locally inspired craft brews. From brewing on a NASCAR speedway in Delaware to making beer under a frozen lake in Michigan, the TV show celebrates craft beer and has elevated James and Martin to two of the most-recognizable beer industry personalities in the U.S. and beyond. BrewDogs has helped to build BrewDog's reputation in the U.S. and further enhance the demand for our beers.

Esquire TV's BrewDogs series: The longest running beer show on television

The New BrewDog USA Brewery in Columbus, Ohio

We are already well on our way to completing our new brewery in Ohio on a 42 acre site just over 10 miles from downtown Columbus. The site benefits from great utilities such as water, gas and electric which will make it easy for us to scale our operations there and expand our American business. The site features strong transport links, being located directly on the Route 33 South Eastern Expressway as well as being serviced by rail, which should unlock great freight efficiencies as the company grows. At 42 acres, BrewDog USA will enjoy an abundance of space to scale its brewery and production. By comparison, BrewDog plc's Scottish brewery is on a site that is only 5.5 acres. Being only 10 miles from Columbus and sitting immediately next to the Canal Street Retail Mall, our visitor centre, tap room and restaurant also have what we feel are a great location.

Construction of our initial 100,000 square foot brewery building is well underway and the building is due to be completed in 2016. The building will feature a tap room and restaurant of 8,000 square feet as well as an outdoor patio with additional customer space. We will also have a bottle shop and a

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BrewDog is bringing our experience from across the pond to the shores of America

visitor center offering tours on site. We intend to have 17,000 square feet of office space. In terms of beer production, the brewhouse area is 16,000 square feet. The packaging hall is initially 11,000 square feet and our warehouse features 7,000 square feet of refrigerated space. The tap room will feature a stunning glass wall 28 feet high with views directly into our brewhouse so visitors can enjoy one of our beers while they watch our team in action.

Architect's rendering of BrewDog's Columbus Brewery

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Progress on the building in Columbus as of February 2016

Our initial brewing equipment for the Ohio brewery is currently being manufactured. We are working with renowned Esau & Hueber from Germany to build the brewing equipment. BrewDog plc has worked with E&H since 2010 and much of the equipment in the Scottish brewery was built, supplied and commissioned by them. We have initially ordered a 170,000 barrel fully automated brewhouse. The brewhouse will have the potential to brew up to 426,000 barrels of beer annually. We have also ordered 22 fermentation tanks that will give us a starting capacity of 102,000 barrels. The production can be expanded up to 426,000 barrels simply by adding additional fermentation tanks because our system and building are designed with this expansion in mind. Furthermore, we are currently finalizing an order for a state of the art canning line from KHS that can fill up to 40,000 cans per hour. The equipment is due to start arriving in May, with the first test brews planned for mid-August 2016.

The Columbus building and its equipment are designed with rapid expansion in mind. The building was designed to be easily extended when required. We already have plans for a potential 200,000 square foot extension with plenty of space on the site for further building work thereafter, too. Additionally, the equipment is also all designed with expansion as the main focus. The initial brewhouse can support an annual capacity of 426,000 barrels by adding more fermentation tanks to the system and the building has been designed to be able to take a second brewhouse of 255,000 barrels when we fully utilize the capacity of the initial brewhouse. We will use all that we have learned at BrewDog plc's European site about quickly growing production in a craft brewery to maximize efficiencies and minimize equipment costs when growing our American operation. Long

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term, the Columbus brewery will eventually be able to support a total production in excess of 1.5 million barrels annually.

Why We Selected Columbus, Ohio.

We are excited to be building our American brewery in Columbus, Ohio. We selected Ohio, and specifically Columbus, for several reasons:

First, we saw a huge opportunity in the Midwest. We felt both the east coast and west coast had a number of craft breweries which created an opportunity for the type of beers we brew to build out from a strong foothold in this region. Second, there is no other mid-sized or large craft brewery in the Columbus area. This presented us with an opportunity to fill that void.

• 
• The city of Columbus welcomed BrewDog with open arms

Third, we had a tremendous response and support from the people of Columbus and Ohio. Before we selected the location, we scouted many potential cities and sites and met the local community at each potential location. The response in Columbus was always overwhelmingly positive and many people went out of their way to convince us to build our new brewery there. The local community even launched the viral #BDOGTOCBUS campaign that had thousands of supporters online.

Fourth, Columbus is an outstanding location for us from a logistics and freight perspective. Our site is serviced by rail and directly on a main expressway. Columbus is within 500 miles (or a 9 hour drive) from just over half of the American population, making it the perfect location for us to further establish BrewDog in the U.S. market. Furthermore, we plan to export to Canada from BrewDog USA and Columbus is perfectly placed for sending our beers north of the border.

Fifth, we received a comprehensive incentive package from the local and state authorities to help us make the project happen. Overall, the support package in terms of incentives and other reductions amounted to more than $5 million. This package helped reduce the initial investment from our side and enabled the project to proceed faster and at a larger scale than we had originally envisioned.

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Beer Sales

Because BrewDog beer has previously been sold in the U.S., albeit in limited quantities, we already have an established route to market that assists BrewDog USA. We are setting up a distribution network all over America and we have already have relationships with retailers such as Whole Foods and Bevmo. We hired Jason Davies as Vice President of Sales. Jason has a craft beer pedigree and spent the last 12 years heading up sales for Sierra Nevada in the Midwest with complete responsibility for their sales in 16 states. Everything is already in place for our aggressive and staged rollout from our Columbus base as we will look to continually add additional states and expand our distribution footprint all over America. We believe we are starting from a very strong position in terms of distribution, brand recognition and sales personnel and this strong position will enable us to hit the ground running and give us the best chance of hitting our growth targets.

BrewDog Bars

As in Europe, BrewDog Bars will be a key part of BrewDog USA's operation. Our first BrewDog Bar in America will be the onsite bar at our Columbus brewery and is scheduled to open in late 2016. In addition, we are currently negotiating to open a second location in the Franklinton area near downtown Columbus. Given the U.S. laws we must comply with, American bars all have to be brew- pubs so each bar we have in the U.S. will have small batch brewing equipment on site and will brew its own special beers to sit on tap alongside the beers we will brew at the Columbus brewery.

Just as they do in Europe, our bars will enable us to sell more beer, gain additional visibility, build our community, and get the BrewDog brand into as many people's hands as possible. Although we only anticipate around 5% of our overall Columbus production will be sold in our own bars, we believe they will contribute in excess 25% to our overall turnover during the first five years given the additional mark-up on selling direct to the customer and also the revenue generated from other items such as food and drinks we will sell.

The BrewDog Bar is a new spin on the craft beer bar that BrewDog plc has honed across 44 sites internationally. Originally inspired by American bars, each BrewDog bar infuses European beer cafe culture, highly trained expert staff, contemporary Scottish food, and craft cocktails with board games into the mix. Our spaces are stripped back, raw, industrial and utilitarian using reclaimed materials and furniture and where, in our opinion, the most beautiful thing is the beer in the glass.

We favor small, alternative locations and our DIY design ethos both contributes to the vibe and keeps our initial cost down. Our American bar expansion plans will take advantage of all of the experience the BrewDog plc team has in quickly building and establishing the 44 BrewDog Bars located all over the world.

Our combined brewing and retailing approach with a national ambition is a new business model in the U.S. craft beer industry. We intend to use this vertical integration to accelerate our growth, bolster our profitability and build deep and lasting connections with our customers. At BrewDog, we love to shorten the distance as much as possible between ourselves and the people who enjoy our beers. Our BrewDog Bars enable us to do just that.

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BrewDog Bars: Helping to build the BrewDog brand worldwide.

BrewDog's U.S. Growth Plan

Everything about BrewDog USA is set up for growth. From our 42-acre Columbus brewery site primed for future expansion in terms of space, transport links, utilities, infrastructure and brewing equipment to our team's UK experience, we have the contacts and people to make expansion happen quickly and efficiently.

We are already looking for additional locations for our American BrewDog Bars. We have a concept which is finely tuned after BrewDog plc rolled out 44 new BrewDog bars over the last five years in the UK and internationally. Not only has this model already proven successful for us, it brings something new to the U.S. craft beer market.

We have a team of people who are determined to ensure BrewDog fulfils its American potential. Our BrewDog USA team is made up of U.S. and UK craft beer industry veterans who will provide a wealth of local knowledge combined with the key people who have driven the success and growth of BrewDog plc's European business.

We already have confirmed volumes and have distribution agreements already in place. For a brand new operation, we believe BrewDog USA is in a strong position in terms of anticipated initial sales, orders and volumes. This is a position of strength we will look to build from quickly. With the U.S.

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craft beer market booming and projected to continue doing so for some time, we see enormous potential for BrewDog in the U.S.

We plan to duplicate BrewDog plc's European successes in the far larger craft beer market of the U.S. We plan to take advantage of the brand recognition BrewDog already has stateside from our beer sales, our online footprint and our television show. We plan to build on the amazing sales and distribution contracts we already have in place. We plan to take our team's experience of rapidly expanding a craft beer brewing and retailing business, and apply it to the U.S. market.

We want you to be along for the ride. And your investment will enable us to grow even faster.

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DESCRIPTION OF PROPERTY

The brewery will be located at 96 Gender Road, Canal Winchester, Ohio 43110. The site consists of approximately 42 acres of land zoned for manufacturing. Originally, the site consisted of 52 acres, including 10 acres of public park land. On August 28, 2015, BrewDog Columbus LLC purchased the entire 52 acres from TS Trim Industries Inc. for $1,500,000. Also on August 28, 2015, the 10 acres of park land was sold to the City of Canal Winchester for $400,000. Therefore, the final 42-acre site was purchased by BrewDog Columbus LLC for $1,100,000. The brewery will be approximately 100,000 square feet, sitting 700 feet East of Gender Road. The building will house an approximately 16,000 square foot state-of-the art brewhouse, 11,000 square feet of packaging space 7,000 square feet of refrigerated, and over 17,000 square feet of office. The site is bordered by Gender Road to the West, a cycle path running along Groveport Road to the South, a baseball and skate park owned by the City of Canal Winchester to the East and railroad tracks to the North.

Construction of our initial 100,000 square foot brewery building is well underway and the building is due to be completed in 2016. The building will feature a tap room and restaurant of 8,000 square feet as well as an outdoor patio with additional customer space. We will also have a bottle shop and a visitor center offering tours on site. We will have 17,000 square feet of office space. In terms of beer production, the brewhouse area is 16,000 square feet. The packaging hall is initially 11,000 square feet and our warehouse features 7,000 square feet of refrigerated space. The tap room will feature a stunning glass wall 28 feet high with views directly into our brewhouse so visitors can enjoy one of our beers while they watch our team in action.

Ariel rendition of the Columbus brewery site

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION

You should read the following discussion and analysis of our financial condition and results of our operations together with our financial statements and related notes appearing at the end of this Offering Circular. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the section entitled "Risk Factors" and elsewhere in this Offering Circular.

BUSINESS

BrewDog USA Inc. ("BrewDog" or the "Company") was formed on April 22, 2015, as a Delaware Corporation, for the general purpose of brewing and distributing craft beer in the United States. BrewDog is, prior to the Shares being sold in this Offering, wholly owned by BrewDog plc, a United Kingdom company. BrewDog is building a brewery in Columbus, Ohio to manufacture its craft beer for national distribution across the U.S., as well as wholesale and retail sales and also to operate local retail bar/restaurant establishments, which may have small brewing facilities on site that will operate under the name "BrewDog" and will sell BrewDog beer, along with food items.

BrewDog USA Inc. is presently wholly owned by BrewDog plc, but as Shares in the Company are issued pursuant to this Offering, BrewDog plc's ownership in the Company will be diluted. If the maximum amount is raised in this Offering, BrewDog plc will own 85.71% of the Company. All shares in the Company are Common Stock with the same rights and privileges as set out herein.

Results of Operations

The period of April 22, 2015 (date of inception) to December 31, 2015

Revenue. Total revenue for the period of April 22, 2015 (date of inception) to December 31, 2015 was $0.00 as the Company is in the start-up phase.

Operating Expenses. Operating expenses for the period of April 22, 2015 (date of inception) to December 31, 2015 were $252,494. Operating expenses for the period were comprised of organization costs as well as attorney fees, accounting fees, other administrative expenses associated with setting up our operations, payroll, web site development and real estate taxes.

Net Loss. Net loss for the period of April 22, 2015 (date of inception) to December 31, 2015 was ($252,760). This net loss was the result of attorney fees, accounting fees, other administrative expenses associated with setting up our operations, payroll, web site development and real estate taxes. Currently operating costs exceed revenue because we do not have sales. We cannot assure when or if revenue will exceed operating costs.

Liquidity and Capital Resources

We had net cash of $0.00 at December 31, 2015.

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During the period of April 22, 2015 (date of inception) to December 31, 2015, we used $220,521 of cash for operating activities. A portion of the funds was used to pay general and administrative costs, accounting fees, professional fees, payroll, web site development and real estate taxes.

Cash used by financing activities relating to capital expenditures during the period of April 22, 2015 (inception) to December 31, 2015 was $1,575,574. Cash provided by investing activities during the period of April 22, 2015 (inception) to December 31, 2015 was $1,796,095 related to advances from BrewDog plc. Since inception, our capital needs have primarily been met by BrewDog plc.

Plan of Operations

Our plan of operation for the 12 months following the commencement of this Offering is as follows: We plan to complete the brewery in Columbus, Ohio in 2016. We plan to begin brewing our craft beers and have a team in place to distribute our products in more than 20 states. We plan to open our first BrewDog Bar in the United States in late 2016, and depending on the amount raised in this Offering, we plan to open other BrewDog Bars in the United States in the 12 months following the commencement of this Offering. We plan to hire staff to run our business and to help us follow through on our business plans.

In our opinion, the proceeds from this Offering will not satisfy our cash requirements and we anticipate it will be necessary to raise additional funds in the next six months to implement the plan of operations. We also anticipate that we will have additional capital requirements after the next six months in 2016 and throughout 2017. During that time frame, we do not expect to be able to satisfy our cash requirements through sales and the proceeds from this Offering alone, and therefore we anticipate we will attempt to raise additional capital through the sale of additional securities in additional offerings, or through other methods of obtaining financing such as through loans or other debt. We cannot assure that we will have sufficient capital to finance our growth and business operations or that such capital will be available on terms that are favorable to us or at all. We are currently incurring operating deficits that are expected to continue for the foreseeable future.

Trend Information

Because we are still building our brewery in Columbus and have not started to produce our products for sale yet, we are unable to identify any recent trends in production, sales and inventory, the state of the order book, costs or selling prices since the latest financial year. For the same reason, for the current financial year, we are unable to identify any known trends, uncertainties, demands, commitments or events based on our business that are reasonably likely to have a material effect on our net sales or revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause the reported financial information in this Offering not necessarily to be indicative of future operating results or financial condition.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a

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current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Critical Accounting Policies

We have identified the policies outlined below as critical to our business operations and an understanding of our results of operations. The list is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management's judgment in their application. The impact and any associated risks related to these policies on our business operations is discussed throughout management's Discussion and Analysis of Financial Condition and Results of Operation where such policies affect our reported and expected financial results. Note that our preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.

Income taxes are one such critical accounting policy. Income taxes are recorded on an accrual basis of accounting based on tax positions taken or expected to be taken in a tax return. A tax position is defined as a position in a previously filed tax return or a position expected to be taken in a future tax filing that is reflected in measuring current or deferred income tax assets and liabilities. Tax positions are recognized only when it is more likely than not (i.e., likelihood of greater than 50%), based on technical merits, that the position would be sustained upon examination by taxing authorities. Tax positions that meet the more likely than not threshold are measured using a probability-weighted approach as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement. Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our financial statements or tax returns. A valuation allowance is established to reduce deferred tax assets if all, or some portion, of such assets will more than likely not be realized. Should they occur, our policy is to classify interest and penalties related to tax positions as income tax expense. Since our inception, no such interest or penalties have been incurred.

Revenue Recognition

The Company had no revenue during 2015. The Company had no returns during 2015.

Additional Company Matters

The Company has not filed for bankruptcy protection nor has it ever been involved in receivership or similar proceedings. The Company is not presently involved in any legal proceedings material to the business or financial condition of the Company. The Company does not anticipate any material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business, in the next 12 months.

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DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

As of December 31, 2015, the BrewDog USA Inc. had one full-time employee, who was not an executive officer of the Company, and no part-time employees. The Company plans to actively hire additional employees at such time as the Company has sufficient capital or financing to fund the expanded launch of its business plans.

The directors, executive officers and significant employees of the Company as of December 31, 2015 are as follows:

Name	Position	Age	Term of Office	Approx.hours per week part- time employee
Executive Officers:
James Watt	Chief Executive Officer	34	4-22-15 to present	10
Neil Simpson	Chief Financial Officer	45	4-22-15 to present	10
Alan Martin Dickie	Chief Operations Officer	34	4-22-15 to present	10
Directors
James Watt	Chairman of Board of Directors	34	4-22-15 to present	N/A
Alan Martin Dickie	Director	34	4-22-15 to present	N/A
Neil Simpson	Director	45	4-22-15 to present	N/A

JAMES WATT

As the Managing Director and co-founder of BrewDog plc, James Watt has led the business to excellent growth in just eight short years. James was awarded Scottish Entrepreneur of the Year three times and Great Britain Entrepreneur of the Year in 2014, and is one of only eleven Master Cicerones in the world. Prior to BrewDog James turned his back on a legal career after studying Law & Economics and became the Captain of a North Atlantic fishing boat and spent seven years on the high seas. James also co-hosts the international hit TV show BrewDogs on Esquire

MARTIN DICKIE

As the "Beer Pirate" & Co-founder of BrewDog plc, Martin Dickie has a first class honors degree in Brewing & Distilling from Herriot Watt University. He is a renegade artist on a mission to change people's perceptions about beer and challenge their taste buds. Along with James, Martin hosts the hit international TV show BrewDogs.

NEIL SIMPSON

Neil Simpson joined BrewDog plc in August 2012, bringing with him more than 20 years of experience, (10 of which were at partner level), advising and acting for a wide variety of businesses through the Ritson Smith accountancy practice. Neil is a qualified chartered accountant with the Institute of Chartered Accountants in Scotland.

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JASON DAVIS

Jason Davis has spent his entire adult life in the beer business. In 25 years, he has successfully developed, launched and grown brands into top tier category ranking performers. Prior to BrewDog he spent 13 years at the Sierra Nevada Brewing Company serving as a Regional Manager with complete responsibility for 16 states. He holds a bachelor's degree from Ohio University and is involved in numerous charitable organizations.

TIM HAWN

BrewDog's Columbus brewery will be run by Brewmaster Tim Hawn. For the past nineteen years, Tim has worked in breweries with capacities that ranged from over 10 million hL to running a 2 hL pilot system. He has brewed beers for Boston Beer Company, Pete's Wicked Ales, Dogfish Head Craft Brewery as well as a large multinational brewer. During his time in brewery leadership, he has worked with the brewing team to ensure beer quality across the board, regardless of which brewery it was produced at. He has led departments in all phases of brewery production from raw material selection to packaging and as Brewmaster at Dogfish Head Craft Brewery. Tim now joins Brew Dog USA, bringing his experience to his new role as Brew Dog USA's Brewmaster.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

The directors of BrewDog USA Inc. are, at present, not compensated by the Company for their roles as directors. For the three present directors, only expenses are reimbursed for their participation on the board of directors. The Company may choose to compensate the present directors in the future, as well as compensate future directors, in the Company's discretion.

Executive Compensation

From its inception in April 2015 to the end of the past fiscal year, BrewDog USA Inc. paid no annualized salaries to its executive officers:

Name	Capacities in which compensation was received	Cash compensation ($)	Other compensation ($)	Total compensation ($)
James Watt	Chief Executive Officer	$ 0	$ 0	$ 0
Alan Martin Dickie	Chief Operations Officer	$ 0	$ 0	$ 0
Neil Simpson	Chief Financial Officer	$ 0	$ 0	$ 0

Employment Agreements

We have not entered into any employment agreements with our executive officers or other employees to date. We may enter into employment agreements with them in the future. A stock incentive program for our directors, executive officers, employees and key consultants may be established in the future

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Stock Incentive Plan

In the future, we may establish a management stock incentive plan pursuant to which stock options and awards may be authorized and granted to our directors, executive officers, employees and key employees or consultants. Details of such a plan, should one be established, have not been decided yet. Stock options or a significant equity ownership position in us may be utilized by us in the future to attract one or more new key senior executives to manage and facilitate our growth.

Board of Directors

Our board of directors currently consists of three directors. None of our directors are "independent" as defined in Rule 4200 of FINRA's listing standards. We may appoint additional independent directors to our board of directors in the future, particularly to serve on committees should they be established.

Committees of the Board of Directors

We may establish an audit committee, compensation committee, a nominating and governance committee and other committees to our Board of Directors in the future, but have not done so as of the date of this Offering Circular. Until such committees are established, matters that would otherwise be addressed by such committees will be acted upon by the Board of Directors.

Director Compensation

We currently do not pay our directors any compensation for their services as board members, with the exception of reimbursing and board related expenses. In the future, we may compensate directors, particularly those who are not also employees and who act as independent board members, on either a per meeting or fixed compensation basis.

Limitation of Liability and Indemnification of Officers and Directors

Our Bylaws limit the liability of directors and officers of the Company to the maximum extent permitted by Delaware law. The Bylaws state that the Company shall indemnify and hold harmless each person who was or is a party or is threatened to be made a party to, or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or an officer of the Company or such director or officer is or was serving at the request of the Company as a director, officer, partner, member, manager, trustee, employee or agent of another company or of a partnership, limited liability company, joint venture, trust or other enterprise.

The Company believes that indemnification under our Bylaws covers at least negligence and gross negligence on the part of indemnified parties. The Company also may secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in connection with their services to us, regardless of whether our Bylaws permit such indemnification.

The Company may also enter into separate indemnification agreements with its directors and officers,

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in addition to the indemnification provided for in our Bylaws. These agreements, among other things, may provide that we will indemnify our directors and officers for certain expenses (including attorneys' fees), judgments, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of such person's services as one of our directors or officers, or rendering services at our request, to any of its subsidiaries or any other company or enterprise. We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and officers.

There is no pending litigation or proceeding involving any of our directors or officers as to which indemnification is required or permitted, and we are not aware of any threatened litigation or proceeding that may result in a claim for indemnification.

For additional information on indemnification and limitations on liability of our directors and officers, please review the Company's Bylaws, which are attached to this Offering Circular.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

The following table sets forth information regarding beneficial ownership of our Common Stock as of December 31, 2015. There is no beneficial ownership of our Common Stock at the time of this Offering by any of our directors or executive officers or by all of our directors and executive officers as a group.

Beneficial ownership and percentage ownership are determined in accordance with the rules of the Securities and Exchange Commission and includes voting or investment power with respect to Shares of stock. This information does not necessarily indicate beneficial ownership for any other purpose.

Unless otherwise indicated and subject to applicable community property laws, to our knowledge, each Shareholder named in the following table possesses sole voting and investment power over their Shares of Common Stock. Percentage of beneficial ownership before the offering is based on 6,315,789 Shares of Common Stock outstanding as of December 31, 2015.

BrewDog USA, Inc.
Common Stock
Name and Position of Beneficial Owner	Shares Beneficially Owned Prior To Offering		Shares Beneficially Owned After Offering
	Number	Percent	Number	Percent
BrewDog plc2	6,315,789	100.00%	6,315,789	85.71%
New Shares in Offering	N/A	N/A	1,052,632	14.29%
Total Shares in Class	6,315,789	100.00%	7,368,421	100.00%
Total Overall Shares	6,315,789	100.00%	7,368,421	100.00%

² James Watt and Martin Dickie will exercise voting control over the shares of BrewDog plc. Collectively, Watt and Dickie own a majority of the voting stock of BrewDog plc and are authorized by BrewDog plc to vote on behalf of its shares of BrewDog USA, Inc.

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INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

BrewDog plc, the Company's parent, has built a highly successful operation in the United Kingdom, with the same lines of business as BrewDog USA wishes to establish in the United States. As part of BrewDog plc's business, it previously established relationships with local beer and spirits distributors of BrewDog craft beers in the United States. BrewDog USA will therefore be able to draw upon such distribution relationships and BrewDog plc's expertise in launching the U.S. business.

In addition, BrewDog plc plans to enter into a license with BrewDog USA permitting the Company to use the intellectual property of BrewDog plc (including any trademarks) and any new marks created by BrewDog plc. It is anticipated that any new intellectual property will be owned by BrewDog plc, who will pay for the cost of clearing, registering and protecting any new intellectual property, and will be licensed to BrewDog USA.

During the last fiscal year, the Company was a participant in transactions with BrewDog plc, its parent company, in which the amounts involved exceed the lesser of $120,000 and one percent of the average of the Company's total assets at year end for the last completed fiscal year. In these transactions, from April 22, 2015 to December 31, 2015. BrewDog plc made advances of $1,796,095 to the Company.

James Watt and Martin Dickie own a majority of the stock of, and are executive officers and directors of BrewDog plc. As a result, they both have an indirect interest in the above-referenced transactions, as well as any other transactions involving the Company and BrewDog. James Watt and Martin Dickie will also have an indirect interest in any future transactions between BrewDog plc and the Company due to their status as majority shareholders, executive officers and directors. There have been no transactions between BrewDog plc and the Company in which either James Watt or Martin Dickie received any extra or special benefit not shared on a pro-rata basis by all of the holders of securities of the class of stock owned by them as shareholders of BrewDog plc.

SECURITIES BEING OFFERED

The Company is offering Shares of its Common Stock. Except as otherwise required by law, the Company's Certificate of Incorporation or Bylaws, each Shareholder shall be entitled to one vote for each Share held by such Shareholder on the record date of any vote of Shareholders of the Company. The Shares of Common Stock, when issued, will be fully paid and non-assessable. Since it is anticipated that at least for the next 12 months the majority of the Company's Common Stock will be owned by BrewDog plc, the holders of Common Stock issued pursuant to this Offering Circular should not expect to be able to influence any decisions by management of the Company through the voting power of such Common Stock.

There are no other classes of stock in the Company as of the date of this Offering Circular. The Company does not expect to create any additional classes of Common Stock during the next 12 months, but the Company is not limited from creating additional classes which may have preferred dividend, voting and/or liquidation rights or other benefits not available to holders of its common stock.

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The Company does not expect to declare dividends for holders of Common Stock in the foreseeable future. Dividends will be declared, if at all (and subject to rights of holders of additional classes of securities, if any), in the discretion of the Company's Board of Directors. Dividends, if ever declared, may be paid in cash, in property, or in shares of the capital stock of the Company, subject to the provisions of law, the Company's Bylaws and the Certificate of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the Company available for dividends such sums as the Board of Directors, in its absolute discretion, deems proper as a reserve for working capital, to meet contingencies, for equalizing dividends, for repairing or maintaining any property of the Company, or for such other purposes as the Board of Directors shall deem in the best interests of the Company.

There is no minimum number of Shares that needs to be sold in order for funds to be released to the Company and for this Offering to close.

The minimum subscription that will be accepted from an investor is Ninety-Five Dollars ($95.00) (the "Minimum Subscription").

A subscription for Ninety-Five Dollars ($95.00) or more in the Shares may be made only by tendering to the Company the executed Subscription Agreement (electronically or in writing) delivered with the subscription price in a form acceptable to the Company, via check or ACH. For subscriptions exceeding Ten Thousand Dollars ($10,000.00) or more, the subscription price may be delivered via wire transfer in a form acceptable to the Company. The execution and tender of the documents required, as detailed in the materials, constitutes a binding offer to purchase the number of Shares stipulated therein and an agreement to hold the offer open until the Expiration Date or until the offer is accepted or rejected by the Company, whichever occurs first.

The Company reserves the unqualified discretionary right to reject any subscription for Shares, in whole or in part. If the Company rejects any offer to subscribe for the Shares, it will return the subscription payment, without interest or reduction. The Company's acceptance of your subscription will be effective when an authorized representative of the Company issues you written or electronic notification that the subscription was accepted.

There are no liquidation rights, preemptive rights, conversion rights, redemption provisions, sinking fund provisions, impacts on classification of the Board of Directors where cumulative voting is permitted or required related to the Common Stock, provisions discriminating against any existing or prospective holder of the Common Stock as a result of such Shareholder owning a substantial amount of securities, or rights of Shareholders that may be modified otherwise than by a vote of a majority or more of the shares outstanding, voting as a class defined in any corporate document as of the date of filing. The Common Stock will not be subject to further calls or assessment by the Company. There are no corporate documents that limit liability to holders of Common Stock to further calls or to assessment by the issuer. There are no restrictions on alienability of the Common Stock in the corporate documents other than those disclosed in this Offering Circular. The Company intends to engage FundAmerica Stock Transfer, LLC, 2300 West Sahara Avenue, Suite 803, Las Vegas, Nevada 89102 to serve as the transfer agent and registrant for the Shares. For additional information regarding the Shares, please review the Company's Bylaws, which are attached to this Offering Circular.

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DISQUALIFYING EVENTS DISCLOSURE

Recent changes to Regulation A promulgated under the Securities Act prohibit an issuer from claiming an exemption from registration of its securities under such rule if the issuer, any of its predecessors, any affiliated issuer, any director, executive officer, other officer participating in the offering of the interests, general partner or managing member of the issuer, any beneficial owner of 20% or more of the voting power of the issuer's outstanding voting equity securities, any promoter connected with the issuer in any capacity as of the date hereof, any investment manager of the issuer, any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with such sale of the issuer's interests, any general partner or managing member of any such investment manager or solicitor, or any director, executive officer or other officer participating in the offering of any such investment manager or solicitor or general partner or managing member of such investment manager or solicitor has been subject to certain "Disqualifying Events" described in Rule 506(d)(1) of Regulation D subsequent to September 23, 2013, subject to certain limited exceptions. The Company is required to exercise reasonable care in conducting an inquiry to determine whether any such persons have been subject to such Disqualifying Events and is required to disclose any Disqualifying Events that occurred prior to September 23, 2013 to investors in the Company. The Company believes that it has exercised reasonable care in conducting an inquiry into Disqualifying Events by the foregoing persons and is aware of the no such Disqualifying Events.

It is possible that (a) Disqualifying Events may exist of which the Company is not aware and (b) the SEC, a court or other finder of fact may determine that the steps that the Company has taken to conduct its inquiry were inadequate and did not constitute reasonable care. If such a finding were made, the Company may lose its ability rely upon exemptions under Regulation A, and, depending on the circumstances, may be required to register the Offering of the Company's Common Stock with the SEC and under applicable state securities laws or to conduct a rescission offer with respect to the securities sold in the Offering.

ERISA CONSIDERATIONS

General Fiduciary Obligations. Trustees and other fiduciaries of qualified retirement plans or IRAs that are set up as part of a plan sponsored and maintained by an employer, as well as trustees and fiduciaries of Keogh Plans under which employees, in addition to self-employed individuals, are participants (together, "ERISA Plans"), are governed by the fiduciary responsibility provisions of Title 1 of the Employee Retirement Income Security Act of 1974 ("ERISA"). An investment in the Shares by an ERISA Plan must be made in accordance with the general obligation of fiduciaries under ERISA to discharge their duties (i) for the exclusive purpose of providing benefits to participants and their beneficiaries; (ii) with the same standard of care that would be exercised by a prudent man familiar with such matters acting under similar circumstances; (iii) in such a manner as to diversify the investments of the plan, unless it is clearly prudent not do so; and (iv) in accordance with the documents establishing the plan. Fiduciaries considering an investment in the Shares should accordingly consult their own legal advisors if they have any concern as to whether the investment would be inconsistent with any of these criteria.

Fiduciaries of certain ERISA Plans which provide for individual accounts (for example, those which qualify under Section 401(k) of the Code, Keogh Plans and IRAs) and which permit a beneficiary to

54

exercise independent control over the assets in his individual account, will not be liable for any investment loss or for any breach of the prudence or diversification obligations which results from the exercise of such control by the beneficiary, nor will the beneficiary be deemed to be a fiduciary subject to the general fiduciary obligations merely by virtue of his exercise of such control. On October 13, 1992, the Department of Labor issued regulations establishing criteria for determining whether the extent of a beneficiary's independent control over the assets in his account is adequate to relieve the ERISA Plan's fiduciaries of their obligations with respect to an investment directed by the beneficiary. Under the regulations, the beneficiary must not only exercise actual, independent control in directing the particular investment transaction, but also the ERISA Plan must give the participant or beneficiary a reasonable opportunity to exercise such control, and must permit him to choose among a broad range of investment alternatives.

Trustees and other fiduciaries making the investment decision for any qualified retirement plan, IRA or Keogh Plan (or beneficiaries exercising control over their individual accounts) should also consider the application of the prohibited transactions provisions of ERISA and the Code in making their investment decision. Sales and certain other transactions between a qualified retirement plan, IRA or Keogh Plan and certain persons related to it (e.g., a plan sponsor, fiduciary, or service provider) are prohibited transactions. The particular facts concerning the sponsorship, operations and other investments of a qualified retirement plan, IRA or Keogh Plan may cause a wide range of persons to be treated as parties in interest or disqualified persons with respect to it. Any fiduciary, participant or beneficiary considering an investment in Shares by a qualified retirement plan IRA or Keogh Plan should examine the individual circumstances of that plan to determine that the investment will not be a prohibited transaction. Fiduciaries, participants or beneficiaries considering an investment in the Shares should consult their own legal advisors if they have any concern as to whether the investment would be a prohibited transaction.

Regulations issued on November 13, 1986, by the Department of Labor (the "Final Plan Assets Regulations") provide that when an ERISA Plan or any other plan covered by Code Section 4975 (e.g., an IRA or a Keogh Plan which covers only self-employed persons) makes an investment in an equity interest of an entity that is neither a "publicly offered security" nor a security issued by an investment company registered under the Investment Company Act of 1940, the underlying assets of the entity in which the investment is made could be treated as assets of the investing plan (referred to in ERISA as "plan assets"). Programs which are deemed to be operating companies or which do not issue more than 25% of their equity interests to ERISA Plans are exempt from being designated as holding "plan assets." Management anticipates that we would clearly be characterized as an "operating company" for the purposes of the regulations, and that it would therefore not be deemed to be holding "plan assets."

Classification of our assets of as "plan assets" could adversely affect both the plan fiduciary and management. The term "fiduciary" is defined generally to include any person who exercises any authority or control over the management or disposition of plan assets. Thus, classification of our assets as plan assets could make the management a "fiduciary" of an investing plan. If our assets are deemed to be plan assets of investor plans, transactions which may occur in the course of its operations may constitute violations by the management of fiduciary duties under ERISA. Violation of fiduciary duties by management could result in liability not only for management but also for the trustee or other fiduciary of an investing ERISA Plan. In addition, if our assets are classified as "plan assets," certain transactions that we might enter into in the ordinary course of our business might

55

constitute "prohibited transactions" under ERISA and the Code.

Under Code Section 408(i), as amended by the Tax Reform Act of 1986, IRA trustees must report the fair market value of investments to IRA holders by January 31 of each year. The Service has not yet promulgated regulations defining appropriate methods for the determination of fair market value for this purpose. In addition, the assets of an ERISA Plan or Keogh Plan must be valued at their "current value" as of the close of the plan's fiscal year in order to comply with certain reporting obligations under ERISA and the Code. For purposes of such requirements, "current value" means fair market value where available. Otherwise, current value means the fair value as determined in good faith under the terms of the plan by a trustee or other named fiduciary, assuming an orderly liquidation at the time of the determination. We do not have an obligation under ERISA or the Code with respect to such reports or valuation although management will use good faith efforts to assist fiduciaries with their valuation reports. There can be no assurance, however, that any value so established (i) could or will actually be realized by the IRA, ERISA Plan or Keogh Plan upon sale of the Shares or upon liquidation of us, or (ii) will comply with the ERISA or Code requirements.

The income earned by a qualified pension, profit sharing or stock bonus plan (collectively, "Qualified Plan") and by an individual retirement account ("IRA") is generally exempt from taxation. However, if a Qualified Plan or IRA earns "unrelated business taxable income" ("UBTI"), this income will be subject to tax to the extent it exceeds $1,000 during any fiscal year. The amount of unrelated business taxable income in excess of $1,000 in any fiscal year will be taxed at rates up to 36%. In addition, such unrelated business taxable income may result in a tax preference, which may be subject to the alternative minimum tax. It is anticipated that income and gain from an investment in the Shares will not be taxed as UBTI to tax exempt shareholders, because they are participating only as passive financing sources.

INVESTOR SUITABILITY STANDARDS

The Shares will be sold only to a person who is not an accredited investor if the aggregate purchase price paid by such person is no more than 10% of the greater of such person's annual income or net worth, not including the value of his primary residence, as calculated under Rule 501 of Regulation D promulgated under Section 4(2) of the Securities Act of 1933, as amended. In the case of sales to fiduciary accounts (Keogh Plans, Individual Retirement Accounts (IRAs) and Qualified Pension/Profit Sharing Plans or Trusts), the above suitability standards must be met by the fiduciary account, the beneficiary of the fiduciary account, or by the donor who directly or indirectly supplies the funds for the purchase of Shares. Investor suitability standards in certain states may be higher than those described in this Offering Circular. These standards represent minimum suitability requirements for prospective investors, and the satisfaction of such standards does not necessarily mean that an investment in the Company is suitable for such persons.

Each investor must represent in writing that he/she meets the applicable requirements set forth above and in the Subscription Agreement, including, among other things, that (i) he/she is purchasing the Shares for his/her own account and (ii) he/she has such knowledge and experience in financial and business matters that he/she is capable of evaluating without outside assistance the merits and risks of investing in the Shares, or he/she and his/her purchaser representative together have such knowledge

and experience that they are capable of evaluating the merits and risks of investing in the Shares. Transferees of Shares will be required to meet the above suitability standards.

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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 Columbus, State of Ohio, on June 6, 2016.

BrewDog USA, Inc.

By: /s/ James Watt
Chief Executive Officer

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

By: /s/ James Watt
James Watt
Chief Executive Officer and Director
June 6, 2016

By: /s/ Neil Simpson
Neil Simpson
Chief Financial Officer and Director
June 6, 2016

By: /s/ Alan Martin Dickie
Alan Martin Dickie
Chief Operations Officer and Director
June 6, 2016

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ACKNOWLEDGEMENT ADOPTING TYPED SIGNATURES

The undersigned hereby authenticate, acknowledge and otherwise adopt the typed signatures above
and as otherwise appear in this filing and Offering.

By: ___/S/ _______________________________________
James Watt
Chief Executive Officer and Director
June 6, 2016

By: ___/S/_______________________________________
Neil Simpson
Chief Financial Officer and Director
June 6, 2016

By: ___/S/_______________________________________
Alan Martin Dickie
Chief Operations Officer and Director
June 6, 2016

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SECTION F/S

FINANCIAL STATEMENTS

59

C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S

BREWDOG USA INC.
AS OF DECEMBER 31, 2015 AND FOR THE PERIOD FROM
APRIL 22, 2015 (INCEPTION) TO DECEMBER 31, 2015

1

Contents

REPORT OF INDEPENDENT AUDITORS .................................................................................... 3

CONSOLIDATED STATEMENT OF COMPREHENSHIVE LOSS ............................................... 4

CONSOLIDATED BALANCE SHEET ........................................................................................... 5

CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY .............................................. 6

CONSOLIDATED STATEMENT OF CASH FLOWS .................................................................... 7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ........................................................ 8

2

REPORT OF INDEPENDENT AUDITORS

The Stockholders of Brewdog USA Inc.

We have audited the accompanying consolidated financial statements of Brewdog USA Inc., which comprise the consolidated balance sheet as of December 31, 2015, and the related consolidated statements of comprehensive loss, changes in stockholder's equity and cash flows for the period from April 22, 2015 (inception) to December 31, 2015, and the related notes to the consolidated financial statements.

Management's Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in conformity with U.S. generally accepted accounting principles; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.

Auditor's Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements 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 entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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 financial statements referred to above present fairly, in all material respects, the consolidated financial position of Brewdog USA Inc. at December 31, 2015, and the consolidated results of their operations and their cash flows for the period from April 22, 2015 (inception) to December 31, 2015 in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Columbus, Ohio
March 1, 2016

3

BREWDOG USA INC.
CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS
For the period from April 22, 2015 (inception) to December 31, 2015

Costs and other expenses Administrative expenses	$ 252,494
Depreciation	266
Loss before income tax expense Income tax expense	(252,760) -
Net comprehensive loss	$(252,760)
Basic loss per share	$ (0.04)
Basic common shares outstanding	6,315,789

See accompanying notes.

4

BREWDOG USA INC.
CONSOLIDATED BALANCE SHEET

	December 31, 2015
Assets
Prepaid expenses and other current assets	$64,622
Total current assets	64,622
Property and equipment, net	3,447,632
Total non-current assets	3,447,632
Total assets	$ 3,512,254
Liabilities and stockholder's equity
Accruals and other current liabilities	$1,968,919
Accounts payable - BrewDog Plc	46,094
Total current liabilities	2,015,013
Common stock, par value of $0.01; 10,000,000 shares authorized and 6,315,789 shares issued and outstanding	63,158
Additional paid-in capital	1,686,843
Accumulated deficit	(252,760)
Total stockholder's equity	1,497,241
Total liabilities and stockholder's equity	$ 3,512,254

See accompanying notes.

5

BREWDOG USA INC.
CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY

	Common Shares Outstanding	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance, April 22, 2015 (inception)	-	$ -	$ -	$ -	$ -
Stock issuance	6,315,789	1	-	-	1
Capitalization of BrewDog Plc payables to equity	-	63,157	1,686,843	-	1,750,000
Net loss	-	-	-	(252,760)	(252,760)
Balance, December 31, 2015	6,315,789	$ 63,158	$ 1,686,843	$ (252,760)	$ 1,497,241

See accompanying notes.

6

BREWDOG USA INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
For the period from April 22, 2015 (inception) to December 31, 2015

Cash flows from operating activities
Net loss	$ (252,760)
Adjustment to reconcile net loss to net cash used by operating activities:
Depreciation expense	266
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(64,622)
Accruals and other current liabilities	96,595
Net cash used in operating activities	(220,521)
Cash flows from investing activities
Capital expenditures	(1,975,574)
Sale of land	400,000
Net cash used in investing activities	(1,575,574)
Cash flows from financing activities
Advances from BrewDog Plc	1,796,095
Net cash provided by financing activities	1,796,095
Net increase in cash and cash equivalents	-
Cash and cash equivalents at April 22, 2015 (inception)	-
Cash and cash equivalents at December 31, 2015	$ -
Supplemental schedule of non-cash financing activities
BrewDog Plc accounts payable converted to equity	$ 1,750,000
Construction in progress not yet paid, but accrued	$ 1,872,324

See accompanying notes.

7

BREWDOG USA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Organization and Description of Business
BrewDog USA Inc. ("BrewDog" or in the first person notations of "we," "us," and "our") was formed on April 22, 2015, as a wholly owned subsidiary of BrewDog Plc, a company incorporated in the United Kingdom. BrewDog and its wholly owned subsidiaries, BrewDog Columbus LLC and BrewDog Brewing Company LLC, are in the startup phase of building and operating a brewery in Columbus, Ohio.
BrewDog's mission is to make other people as passionate about great craft beer as we are. BrewDog has three main prospective focuses:

• To make the best beers we possibly can;
• To be the best company to work for that we can be; and
• To provide mind blowingly epic service to all our amazing customers.

BrewDog is currently constructing its North American headquarters, brewery and pub. Since inception, BrewDog has purchased land and started construction. BrewDog also is in the process of raising additional capital to support the completion of the building with the intent to start operations in the fall of 2016. BrewDog's activities are subject to significant risks and uncertainties, including failing to secure additional funding.

Note 2 - Significant Accounting Policies
Presentation - The accompanying consolidated financial statements include the accounts of BrewDog and its wholly owned subsidiaries. BrewDog prepares its consolidated financial statements on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ("GAAP"). All intercompany balances and transactions have been eliminated. As of December 31, 2015, BrewDog Plc uses a centralized approach to treasury services to perform cash management for the operations of its affiliates including BrewDog. As a result, BrewDog Plc funds BrewDog's operating and investing activities, as needed, and any cash generated by BrewDog is transferred to BrewDog Plc. BrewDog Plc will provide financial support as required to BrewDog for a period of not less than 12 months from March 1, 2016.

Accounting estimates - The preparation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Although management bases its estimates on historical experience and assumptions that are believed to be reasonable under the circumstances, actual results could significantly differ from those estimates.

Fair value measurement - We are required to determine the fair value of financial assets and liabilities based on the price that would be received to sell the asset or paid to transfer the liability to a market participant. Fair value is a market-based measurement, not an entity specific measurement. The fair value of certain assets and liabilities approximates carrying value because of the short-term nature of the accounts, including other current assets and accounts payable.

Stock split - On February 29, 2016, our Board of Directors approved a stock split of 63,157.89 to one outstanding common share. At the same time, the authorized number of common shares was increased to 10,000,000. All per share and share amounts in the accompanying consolidated financial statements and notes to the consolidated financial statements have been adjusted to reflect the stock split.

Operating expenses - Administrative expenses are expensed as incurred, and include all directly attributable costs from BrewDog Plc.

8

BREWDOG USA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

Deferred issue costs - Costs attributable to a proposed offering of securities pursuant to Regulation A of the Securities Act of 1933 are deferred pending offset against the gross proceeds of the offering. As of December 31, 2015, these amounted to $56,626.

Foreign currency - The majority of our expenditures were denominated in U.S. dollars. Monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollar at the rates of exchange prevailing at the balance sheet date. Transactions in foreign currencies are recorded at the prevailing rate at the date of the transaction with foreign currency transaction gains and losses recorded in the consolidated statement of comprehensive loss

Income taxes - Income taxes are recorded on an accrual basis of accounting based on tax positions taken or expected to be taken in a tax return. A tax position is defined as a position in a previously filed tax return or a position expected to be taken in a future tax filing that is reflected in measuring current or deferred income tax assets and liabilities. Tax positions are recognized only when it is more likely than not (i.e., likelihood of greater than 50%), based on technical merits, that the position would be sustained upon examination by taxing authorities. Tax positions that meet the more likely than not threshold are measured using a probability-weighted approach as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement. Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our financial statements or tax returns. A valuation allowance is established to reduce deferred tax assets if all, or some portion, of such assets will more than likely not be realized. Should they occur, our policy is to classify interest and penalties related to tax positions as income tax expense. Since our inception, no such interest or penalties have been incurred.

Incentives and other reductions - In the course of selecting Columbus, Ohio, as the North American headquarters, BrewDog has received proposals it intends to exercise on certain economic incentives from various governmental entities. The incentives include employee income tax withholding reductions, training grants and development grants for fixed asset investments totaling approximately $1,000,000 that require BrewDog to meet certain investment, job and payroll amounts to receive the incentives. These incentives will be available to BrewDog beginning in 2016 with many of them available through 2026. Additionally, BrewDog received a15-year property tax abatement for the North American headquarters. These various incentives will be recognized when there is reasonable assurance that the incentives will be received and that BrewDog will be able to comply with the conditions attached to the incentives. At the time the incentive will be recognized either in the consolidated statement of comprehensive loss for incentives related to income or the consolidated balance sheet for incentives related to assets in a systematic and rational basis over the periods in which the incentive applies and/or as expenses/costs for which the incentives are intended to compensate are incurred.

As part of the construction of the headquarters, BrewDog received a proposal for various infrastructure improvements, totaling approximately $400,000, to be collected over a five-year period interest free. The obligation and amount in property and equipment is expected be recorded in the consolidated balance sheet in accordance with Accounting Standards Codification Topic 970-470-25, Liability for Tax Increment Financing Entity Debt, once construction of the infrastructure assets is complete and ownership is received. Interest will be imputed on this obligation at that time of the recording of the obligation.

Cash and cash equivalents - BrewDog considers all highly liquid investments with original maturities of less than three months or less at the time of purchase to be cash and cash equivalents.

Prepaid expenses and other current assets - Prepaid expenses relate primarily to deferred equity issue costs in the amount of $56,626. An allowance for doubtful accounts is established on a case-by-case basis, considering changes in the financial position of the customer. Account balances are charged off against the allowance after recovery efforts have ceased. At December 31, 2015, there was no allowance for doubtful accounts recorded in the consolidated balance sheet.

9

BREWDOG USA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

Property and equipment - Property and equipment are stated at cost. Depreciation is recorded using the straight- line method over the estimated useful lives of the assets (generally three years for computer equipment).

Depreciation expense was $ 266 in 2015.

Subsequent events - BrewDog has evaluated all subsequent events through March 1, 2016, the date the accompanying consolidated financial statements were available to be issued. No matters noted except the stock split noted in Note 2 to the consolidated financial statements and the accounts payable - BrewDog Plc amount at March 1, 2016, is approximately $ 400,000.

Note 3 - New Accounting Pronouncements
Revenue from Contract with Customers - In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, "Revenue from Contracts with Customers," a comprehensive new revenue recognition standard that will supersede nearly all existing revenue recognition guidance under GAAP. This update requires companies to recognize revenue at amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services at the time of transfer. In doing so, companies will need to use more judgment and make more estimates than under today's guidance. Such estimates may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. Companies can either apply a full retrospective adoption or a modified retrospective adoption.

BrewDog is required to adopt the new requirements in the first quarter of 2018. BrewDog is currently evaluating the method of adoption and its impact of the new requirements on the consolidated financial statements. BrewDog currently does not believe the impact will be significant.

In November 2015, the FASB issued ASU 2015-17, "Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes". ASU 2015-17 requires the BrewDog to classify deferred tax assets and liabilities as noncurrent amounts in the consolidated balance sheets. Such amounts were previously required to be classified as current and noncurrent assets and liabilities. BrewDog is required to adopt the provisions of ASU 2015-17 for the year ended December 31, 2017; however, BrewDog elected to adopt the provisions for the year ended December 31, 2015.

Note 4 - Property and Equipment
Property and equipment consist of the following at December 31, 2015:

Land	$ 1,118,148
Buildings and brewing equipment under construction	2,328,155
Computer equipment	1,595
Property and equipment	3,447,898
Accumulated depreciation	(266)
Property and equipment, net	$ 3,447,632

10

BREWDOG USA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

Note 5 - Accruals and Other Current Liabilities
Accruals and other current liabilities consist of the following at December 31, 2015:

Payables associated with assets under construction	$ 1,872,324
Real estate taxes payable	77,565
Other	19,030
Total accruals and other current liabilities	$ 1,968,919

Note 6 - Income Taxes
The tax effects of temporary differences and tax loss carry forwards that give rise to significant portions of deferred tax assets and liabilities at December 31, 2015, are comprised of the following:

Deferred tax asset:
Capitalized start-up costs	$ 78,118
Total deferred tax assets	78,118
Valuation allowance	(78,118)
Deferred tax assets, net of allowance	$ -

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and taxing strategies in making this assessment. In case the deferred tax assets will not be realized in future periods, the Company has provided a valuation allowance for the full amount of the deferred tax assets at December 31, 2015.

The expected tax expense (benefit) based on the U.S. federal statutory rate is reconciled with actual tax expense (benefit) for the period from April 22, 2015 (inception) to December 31, 2015) as follows:

Federal statutory income tax rate	34.0%
Change in valuation allowance	(34.0)%
Income tax expense (benefit)	- %

There is no income tax expense (benefit) for the period from April 22, 2015 (inception) to December 31, 2015.

Note 7 - Commitments and Contingencies
In connection with the construction of property and equipment, BrewDog has approximately $14.8 million of remaining capital commitment to be incurred primarily in 2016 associated with the construction of the building and brewery equipment as of December 31, 2015.

Note 8 - Operating Segments
BrewDog operates in a single operating segment.

11

BREWDOG USA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued

Note 9 - Related Party Transactions
Our operations are funded by BrewDog plc as an interest free intercompany balance repayable on demand. Total funding provided during 2015 amounted to $1,796,095 and of which $1,750,000 was converted to additional-paid in capital.

The payable to the parent included in the consolidated balance sheet is the result of various transactions between BrewDog and BrewDog Plc. There are no terms of settlement or interest charges associated with the account balance. The balance is primarily the result of the establishment of BrewDog operations in the United States and BrewDog being part of BrewDog's participation in BrewDog Plc's cash management program, wherein all of BrewDog's cash receipts are remitted to BrewDog Plc and all cash disbursements are funded by BrewDog Plc. Other transactions include miscellaneous administrative expenses incurred by BrewDog Plc on behalf of BrewDog.

BrewDog Plc provided certain services to BrewDog including, but not limited to, Executive services, accounting and legal services, and other selling, general and administrative expenses. The allocation method utilized by management of BrewDog Plc during the period from April 22, 2015 (inception) to December 31, 2015, was an allocation of approximately 10% of expenses incurred. Management of BrewDog believes this method is a reasonable allocation. The amount included in the consolidated statement of comprehensive loss by BrewDog for the period from April 22, 2015 (inception) to December 31, 2015, is $23,000.

12

CORRESP

BrewDog USA Inc.
65 East State Street, Suite 1800, Columbus, OH 43215

From the Desk of James Watt, Chief Executive Officer

June 6, 2016

John Reynolds
Assistant Director
Office of Beverages, Apparel and Mining
United States Securities and Exchange Commission
Washington DC 20549

Dear Mr. Reynolds:

Please consider this letter as the response of BrewDog USA Inc. to the Securities and Exchange Commission's (hereinafter "the Commission") comment letter of May 13, 2016. We provide the following responses:

Part II - Offering Circular - Cover Page
1. We note your response to comment 2; however, we do not see the legend, so we reissue the comment. Please include the legend required by Rule 254(a) of Regulation A.

The legend is now present in the Cover Page.

Report of Independent Auditors, page 3
2. We note your response to comment 8 in our letter dated April 7, 2016. Please tell us why the language in the first sentence of paragraph two does not refer to generally accepted accounting principles "in the United States of America," as set forth in Illustration 1 of AU-C Section 7000.63 of the Audit Standards Codification issued by the AICPA. Please provide the applicable guidance in your response or revise the language in the audit report in your next amendment.

The language in the first sentence of paragraph two of the Report of Independent Auditors refers to U.S. generally accepted accounting principles. As noted in AU-C Section §700.a31, "the identification of the applicable financial reporting framework in the auditor's opinion is intended to advise users of the auditor's report of the context in which the auditor's opinion is expressed; it is not intended to limit the evaluation required in paragraph .17. For example, the applicable financial reporting framework may be identified as accounting principles generally accepted in the United States of America or U.S. generally accepted accounting principles or International Financial Reporting Standards promulgated by the International

Accounting Standards Board (IASB) or International Financial Reporting Standard for Small and Medium-Sized Entities promulgated by the IASB.” As this guidance states that the applicable financial reporting framework may be identified as U.S. generally accepted accounting principles, we have not modified the first sentence of paragraph 2 of the Report of Independent Auditors.

Interest of Management and Others in Certain Transactions, page 51
3. We note your response to comment 6. Please disclose James Watt's and Alan Dickie's interest in these transactions as required by Item 13(a) of Part II of Form 1-A. See Instruction 3 to Item 13(a) of Form 1-A.

In response, this has been added on Page 52 of Form 1-A/A submitted June 6, 2016.

Securities Being Offered, page 51
4. We note your response to comment 9 and that you added the statement "[t]he common stock will not be subject to further calls or assessment by the Company." We also note the statement following your addition that "[t]here are no corporate documents that limit liability to holders of Common Stock to further calls or to assessment by the issuer." Please revise your disclosure to reconcile these statements.

Disclosure has been revised as requested.

Exhibits - Exhibit 1A-11 Consent of Independent Auditors
5. Please revise to include a currently dated consent of the independent auditors that refers to the appropriate amendment to the 1-A registration statement and to the appropriate filing date for the amendment.

This has been done on Form 1-A/A submitted June 6, 2016 in Exhibit 1A-11.

We look forward to hearing again from the Commission and to assisting in any way with the qualifying of our Form 1-A/A filing and offering statement.

Respectfully Submitted,

/JamesWatt/
James Watt

Chief Executive Officer

BrewDog USA Inc.