PART II AND III

This Preliminary Offering Circular and information contained herein are subject to change, completion or amendment without notice. These securities may not be sold nor may offers to buy be accepted prior to the time the Offering Circular is delivered in final form. Under no circumstances shall this Preliminary Offering Circular constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PART II AND PART III - PRELIMINARY OFFERING CIRCULAR DATED MARCH __, 2016

FORM 1-A REGULATION A TIER 1 PRELIMINARY OFFERING CIRCULAR

GOURMET RENEE LLC DBA BIRCUS BREWING COMPANY

OFFERING OF 500 COMMON UNITS

Offering Price per Common Unit: $1,000

Maximum Offering: 500 Common Units ($500,000)

See “Key Features of Securities Being Offered” on page 18 for additional information.

Dated: _____________

The proposed sale will begin as soon as practicable after this Offering commences. The Offering will close upon the earlier of (1) the sale of the maximum number of Common Units or (2) December 31, 2016, subject to a one hundred and twenty (120) day extension at the discretion of the Manager (“Closing”).

Gourmet Renee LLC, dba Bircus Brewing Company, a Kentucky limited liability company (the “Company” or “Gourmet Renee” or “Bircus Brewing Company”), is offering 500 Common membership interests (“Common Membership Interests” or “Common Units”) in denominations of $1,000 (the “Offering”). Each Unit will represent .06667% interest in the Company.

The minimum number of Common Units that must be sold is 150, for gross proceeds of $150,000. If 150 Common Units are not sold prior to Closing, your investment will be returned. After 150 Units are sold, those 150 Units and any subsequently sold Common Units are non-refundable, except as may be required by applicable law.

	Price to public		Selling agent commissions	Proceeds to company1		Proceeds to other persons
Per Unit	$	1,000	None	$	1,000	None
Total Minimum		150 Common Units	None	$	150,000	None
Total Maximum		500 Common Units	None	$	500,000	None

Paul Miller, Manager

Gourmet Renee, LLC dba Bircus Brewing Company

322-326 Elm St.

Ludlow, KY 41016

513-206-4622

http://bircus.com

THE PURCHASE OF THESE SECURITIES IS HIGHLY SPECULATIVE AND RISKY. SHARES SHOULD ONLY BE PURCHASED BY PEOPLE WHO CAN AFFORD TO LOSE THEIR COMPLETE INVESTMENT. PLEASE REFER TO ‘RISK FACTORS’ BEGINNING ON PAGE 6, FOR MORE INFORMATION.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE MERITS OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

1 The Issuer has advanced $28,943 expenses associated with this Offering, including $3,000 for legal fees, $6,700 for architectural fees, $2,093 for insurance on the brewing equipment, $16,050 in demolition fees, and $1,100 in fees associated with the brewing equipment loan. However, the Issuer will be reimbursed for these expenses from the proceeds of this Offering, if and when the Common Units are sold.

TABLE OF CONTENTS

	Page
FORWARD LOOKING STATEMENTS	3
SUMMARY OF OFFERING	3
RISK FACTORS	6
DILUTION	10
PLAN OF DISTRIBUTION	10
USE OF PROCEEDS	11
DESCRIPTION OF THE BUSINESS	12
DESCRIPTION OF PROPERTY	13
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	15
DIRECTORS, EXECUTIVE OFFICERS, AND SIGNIFICANT EMPLOYEES	16
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS	17
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS	17
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS	17
KEY FEATURES OF SECURITIES BEING OFFERED	18

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FORWARD LOOKING STATEMENTS

This Offering Circular contains forward-looking statements that involve risk and uncertainties. These statements relate to financial conditions and prospects, lending risks, plans for future business development and marketing activities, capital spending and financing sources, capital structure, the effects of regulation and competition, and the prospective business of the Company. In some cases, these statements can be identified with forward looking words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “will,” “continue,” “anticipate,” “could,” “would,” “project,” “plan.” Investors should be aware that all forward-looking statements could differ materially from those anticipated in these forward-looking statements based on many factors. The Company believes these factors include, but are not limited to, the “Risk Factors” found on page 6 of this Offering Circular. These factors should not be construed as exclusive and should be read in conjunction with other cautionary statements in this Offering Circular.

Summary of Offering

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

Gourmet Renee LLC dba Bircus Brewing Company

Paul H. Miller formed Gourmet Renee LLC on March 27, 2012 with the intent to put on occasional musical, comedic, and circus arts performances at the Ludlow Theater in Ludlow, Kentucky and generate revenue by selling soft drinks, snacks, and alcoholic beverages during those performances. Gourmet Renee began putting on such performances in 2013 and has attracted thousands of customers since that time.

After showing its events could attract people to Ludlow, Kentucky, the Company identified two obstacles preventing it from increasing profits and revenues – the Company was not selling enough beer and the profit margins per sale were too low. In an effort to solve those problems, the Company plans to restart its business under its doing business name, Bircus Brewing Company. Bircus Brewing Company plans to open a manufacturing brewery, a brewpub, and an entertainment center open daily.

Gourmet Renee has not put on any events or generated any new revenue since May 2015, when Kentucky Planning Development and Services informed Gourmet Renee that the building was not up to code and that Gourmet Renee therefore did not have a valid occupancy license to run its business in the Ludlow Theater. Since its operations were shut down, the Company has put together plans to renovate the Ludlow Theater with the purposes of both obtaining the occupancy license and relaunching the business as Bircus Brewing Company.

The Company is currently in the process of installing a microbrewery in the Ludlow Theater. As of September, 2015, approximately $100,000 worth of brewing equipment, including a five barrel mash tun and brew kettle, three 10 barrel fermenters, and three 10 barrel serving tanks, have been staged in the Ludlow Theater and the Company is working with a local brewing consultant to install the equipment for beer production. The Company already has a liquor license renewed through 2016 and will soon file for its Alcohol and Tobacco Tax and Trade Bureau (TTB) Brewer’s Notice.

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Rather than selling beer brewed by other breweries and sold through a distributor at one-off events, performances, and parties (Gourmet Renee’s previous business model) once re-launched as Bircus Brewing Company, the Company will sell its own beer on-site daily. Paul Miller, the Manager of the Company, will use his contacts in the entertainment industry and years of experience putting on live performances to host unique events, free to the public. Circus Mojo, a circus-performance company also owned by the Manager, will regularly put on circus performances at the Ludlow Theater to attract customers. Bircus Brewing Company will not only sell beer for on-site consumption, but intends to brew beer for distribution through third parties, selling draught beer to other bars and restaurants in the Greater Cincinnati Northern Kentucky Metropolitan area.

The Beers

Once re-opened, the Bircus Brewing Company will brew Belgian-style ales with names inspired by the past, present and future of Ludlow, Kentucky. With a local brewing consultant, the Company is in the process of developing several beer concepts and recipes. The initial concepts are described below:

Ludlow:

Founded in 1846, this quaint Kentucky town on the Ohio River takes its name from landowner Israel Ludlow, whose father of the same name helped found Cincinnati. The land of present-day Ludlow was originally awarded to Revolutionary War hero General Thomas Sanford, traded to real estate developer Thomas D. Carneal and then sold to showman William Bullock. During the Gilded Age and Progressive Era, the city grew notably as a rail hub and gained notoriety with the Lagoon Amusement Park, a thriving entertainment center that drew thousands a day. Ludlow’s population boomed with new construction in the 1920s but declined with suburbanization after World War II. In 1946 the city began sponsoring a Memorial Day parade to honor veterans. Ludlow—connected to the river, railroads, entertainment and patriotism—is now seeing a revival with new residents and businesses. That’s worth toasting!

Showman:

Ludlow attracts a showman! William Bullock (1773 –1849) traveled the world and earned his fortune as a showman presenting artifacts, ballyhoo and curiosities. He opened the museum Egyptian Hall in London in 1812, which later inspired legendary P.T. Barnum to create Barnum’s American Museum in New York City. In 1828 Bullock purchased Ludlow from Thomas Davis Carneal in hopes of developing the utopian community Hygeia, named after the Greek Goddess of Health. Bullock never fulfilled his dream but his spirit lives on with Bircus. Like Bullock, Paul Miller a former Ringling Bros. clown, thinks outside the big top.     

Lagoon:

From 1895 to 1918, the Ludlow Lagoon Amusement Park served as a major entertainment center in the Cincinnati region and remains a standout in the history of Ludlow. Funded by the backers of the Cincinnati and Covington Street Railway Company, you could take a streetcar from Fountain Square to the Lagoon entrance in twenty-five minutes. There was something for everyone: a large lake, boathouse and beach; an elegant dance hall and amphitheater; a midway with carnival games and food booths; and thrilling rides like the popular roller coaster Scenic Railway. Actors, musicians and circus performers from around the world entertained as many as 40,000 people a week. Before the 1918 season, the park sadly closed due to the onset of wartime prohibition banning the sale of beer and alcoholic beverages. Let’s drink to the Lagoon.

Miss Patterson:

Anne Lee Patterson (1912-2003) was a Ludlow native crowned Miss U.S.A. in 1931 at the age of eighteen in Galveston, Texas. Dramatically winning the title over actress Dorothy Lamour by one vote, this blonde beauty queen became the “It Girl” of her hometown and country. That same year she was named runner-up in the Miss Universe Pageant and performed in New York City in the Ziegfeld Follies and later in the musical Showboat. In 1932 she returned to Ludlow for a parade where music played through the streets and hundreds marched in her honor followed by a joyous celebration at the city building. Cheers to Miss Patterson who, during the early years of the Great Depression, instilled pride and lifted spirits in the small town of Ludlow.

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Ludlow, KY

The Company’s headquarters are located at 322-326 Elm Street in Ludlow, Kentucky at a former movie theater built in 1946, but since rehabbed and renamed The Ludlow Theater. The Manager secured the Ludlow Theater tax credits from the Kentucky Heritage Counsel and the building was also placed on the National Register of Historic Places. One of the northernmost cities in Kentucky, and approximately a fifteen-minute drive from Cincinnati’s city center, Ludlow, Kentucky is a small town of less than 5,000 people. Although it is not known in Greater Cincinnati-Northern Kentucky as a thriving entertainment district, since 2010 Gourmet Renee and one of the Manager’s other companies, Circus Mojo, have attracted over 50,000 customers to Ludlow for all manner of events.

Paul Miller, Manager

Since touring with the Ringling Brothers/Barnum and Bailey Circus in 1996 and earning his Bachelor in Fine Arts from the University of Cincinnati College of Conservatory of Music in 1998, Mr. Miller has devoted his career to using the circus arts to entertain, educate, and inspire people from all walks of life. To that end, Mr. Miller has founded and run several organizations intent on doing just that. From 2001 to 2009, Mr. Miller ran a non-profit center, CircEsteem and Chicago Youth Circus (“CircEsteem”), that specialized in adapting the circus to hospitals and community centers (CircEsteem converted to a non-profit entity in 2003). Over the eight years running that organization, Mr. Miller raised over $1 million in donations. Through donations, performances, classes, and workshops, CircEsteem was able to support its annual budget of $650,000.

In 2009, Mr. Miller moved to the Greater Cincinnati area to continue his mission, forming Circus Mojo, LLC (“Circus Mojo”) a youth and adult circus arts program. Circus Mojo puts on full scale special circus performances and also adapts circus arts to unique environments such as nursing homes, juvenile detention centers, corporate team building events, and hospitals. Circus Mojo recently secured a multi-year contract with Cincinnati’s Children’s Hospital and puts on daily weekday circus performances and circus training for the patients and staff. In the summer of 2015, Circus Mojo secured an engagement with Major League Baseball to produce circus-related entertainment as part the 2015 MLB All Star Game festivities in Cincinnati.

The Offering

To pay for costs of getting Bircus Brewing Co. up and running, the Company is selling Common Units to investors pursuant to this Offering. The Company is selling the Common Units for $1,000 per Unit with a minimum Unit-purchase of one (1). The minimum investment by a purchaser pursuant to this Offering is $1,000. The Common Units will pay pro rata dividends to the holders of Common Units from funds legally available for that purpose.

Please refer to the Gourmet Renee LLC dba Bircus Brewing Company. Amended and Restated Operating Agreement (“Operating Agreement”) and the Section of this Offering Circular entitled “Key Features of Securities Being Offered” on page 18 for more information.

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RISK FACTORS

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

RISKS RELATING TO COMPANY AND INDUSTRY

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

The Company’s business plan requires a facility that is allowed to sell beer, host parties, and put on entertainment. As of the date of this Offering, the Kentucky Planning and Development Services (“PDS”) has not provided the Company an occupancy license to operate its business in the Ludlow Theater, because the building is not yet up to code. There can be no assurance the Company will be able to obtain this license from the PDS. Additionally, the Company is required to acquire and/or renew licenses associated with brewing beer and distributing alcohol some of which have not been obtained. There is no guarantee that the Company will be able to obtain any of the aforementioned licenses.

The Company may be forced to change locations if unable to acquire appropriate licensing.

The Company intends and expects to bring the Ludlow Theater up to code and obtain an occupancy license and continue to implement its business plan by utilizing the Ludlow Theatre as its primary location. If the PDS, however, does not provide an occupancy license, the Company intends to launch Bircus Brewing Company in a different location in the Greater Cincinnati area.

The Common Unit purchasers have no control in managing the Company.

Under the Amended and Restated Operating Agreement, the Common Unit holders have limited rights to participate in the management of the Company’s affairs. If the purchasers do not like the direction of the Company or the decisions made by the Manager, the purchasers will have almost no power to propose or implement changes. The Manager will be responsible for making all material decisions for the Company, both as Manager and by holding 66.67% of the Common Units. Each Common Unit purchased pursuant to this Offering is worth .06667% of the Company.

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

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

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

The brewing industry and the entertainment industry are highly competitive and constantly evolving. The brewing industry in northern Kentucky and southwest Ohio, in particular, has been expanding rapidly in recent years. This competition could negatively impact the Company’s business.

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The Manager has no experience in the microbrewery or brewpub industry.

The Manager has never owned or operated a brewery. The Manager has never owned or operated a bar or restaurant. His experience is in putting on events, private parties, and running concessions at those events. This lack of experience could hamper and delay the growth of the Company in a highly competitive brewing and nightlife industry.

The success of the Company depends substantially on the continuing efforts of its sole Manager, and the business may be severely disrupted if he leaves.

The Company’s success depends upon the continued services of Paul Miller. If Paul Miller is unable or unwilling to continue in his present position, it could severely disrupt operations, and the Company may not be able to replace him easily or at all.

The Company may not attract enough customers to be profitable.

The Company’s success depends largely on attracting people to a brewpub in Ludlow, Kentucky. Although Ludlow is located in Greater Cincinnati and only a 15 minute drive from downtown Cincinnati, Ludlow itself has a small population of under 5,000 people. Outside of the Company and Circus Mojo’s work at the Ludlow Theater, Ludlow is not known as an entertainment district, despite a recent uptick in commercial activity, including at the Ludlow Yacht Club and at Second Sights Distillery. Additionally, this particular business model that focuses partly on circus-based entertainment has no clear analog in the Greater Cincinnati Northern Kentucky Metropolitan Area as far as the Company is aware. It is possible that the Company may not be able to attract enough business to be profitable. If the Company cannot make a profit, it will likely close.

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

Part of the Company’s business plan involves serving alcoholic beverages to consumers during daily entertainment at the Ludlow Theater. (Circus performances, in particular, and consumption of alcoholic beverages create risks to both the circus performers and the customers that may expose the Company to liability.) There is a possibility one of the performers could get injured during a performance or one of the customers could suffer some injury related to alcohol consumption. If the Company incurs liability related to an injury of customer or performer, the Company may have to close. Also, if the Company is forced to endure extensive legal costs to defend against potential liability, the Company may have to close.

RISKS RELATING TO THE COMPANY’S SECURITIES

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

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

The Common Units have various restrictions on transferability as set forth in the Company’s Amended and Restated Operating Agreement, including a Right of First Refusal belonging to the Company and Paul Miller, Co-Sale Rights belonging to the Minority Members, and Drag-Along Rights belonging to the Majority Members.

The Common Units are not freely transferable. The Company and Paul Miller have a right of first refusal on any Common Units that are attempted to be transferred. Also, “Drag-Along Rights” allow the Majority of Members to require the Minority of Common Members to sell their Common Membership Interests on the same terms as the Majority of Common Units, if the Majority of Common Units are intended to be transferred. Additionally, the Minority Members are provided some protection with Co-Sale Rights. If the Majority of Common Members attempt to sell all of their Common Units, the Minority Members have the option to be bought out at the same terms as the Majority of Common Members.

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

In this Offering the Company will issue Common Units. The future issuance of additional Common Units and/or other classes of membership interests may dilute the value of the current Common Units sold pursuant to this Offering. Future issuances of new classes of common units may be senior to those issued in this Offering and may be offered at any price. Furthermore, the Company may issue preferred units at any time and at any price that may be senior to the Common Units.

Investors will be allowed to purchase Common Units through services rendered to the Company.

The Company intends to allow the contractors and workers who help renovate the Ludlow Theater to purchase Common Units through providing services rather than by paying cash. The Company will endeavor to value the services rendered at a fair market value so as to avoid giving a discount to those who purchase Common Units through providing services. That being said, these arrangements could prejudice the investors that pay cash for the Common Units.

The Company may be unable to make any dividend or distribution payments. You may lose your investment.

Whether investors ever receive any dividends or distributions on the Common Units is dependent on the success of the Company which is not guaranteed. Moreover, the Company will issue distributions or dividends solely in the Manager’s discretion. The Company has the option to use excess cash to reinvest in the company rather than making dividend payments to the investors. There is no guarantee that dividends or distributions will ever be paid.

RISKS RELATING TO THIS OFFERING

The Manager has arbitrarily determined the offering price.

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

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

Investors do not have the right to withdraw invested funds. Payments will be made to Gourmet Renee, LLC dba Bircus Brewing Company and held in its corporate bank account. Once an investment is made, investors will not have the use or right to return of such funds. The Company will only return the funds if less than 150 Common Units are sold prior to Closing. No interest will be paid on subscriptions received prior to reaching the 150 Common Unit minimum.

The investment in renovations and improvements to the Ludlow Theater may not be recoverable by the investors.

The Company does not own the Ludlow Theater. Many of the funds raised will go towards renovating the Ludlow Theater owned by a separate company, High Hope and Luck Lu LLC, which is owned by Paul Miller and his wife, Renee Miller. The lease between the Company and High Hope and Luck Lu LLC requires High Hope and Luck Lu LLC to reimburse the Company for any investments improving the Ludlow Theater, if the Company never opens Bircus Brewing at the Ludlow Theater. However, despite that lease agreement, there is no guarantee the money would actually be reimbursed in the event Bircus beer is never brewed at the Ludlow Theater.

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

The Company will not engage the services of an underwriter to sell the Common Units. The Company will sell membership interests through its Manager, Paul Miller, who will receive no commissions. There is no guarantee the Manager will be able to sell any of the Common Units. Unless he is successful in selling at least the minimum of the Common Units of the Offering, the Company may have to seek alternative financing to implement the business plan.

The Company will likely incur expenses above and beyond the funds raised for operating costs in this Offering.

The Company intends to use a portion of the proceeds raised from this Offering to pay operating, administrative, and other expenses, incurred in this Offering. The Company may not have sufficient funds to pay these obligations. The Company does not currently have any arrangement to obtain additional funding and there are no assurances that additional funding can be obtained.

RISKS RELATING TO CONFLICTS OF INTEREST

The Manager and the Manager’s wife are the owners of High Hope & Luck Lu LLC, the limited liability company that will be leasing the Ludlow Theater to the Company.

The Manager and his wife, Renee Miller are the sole members of High Hope & Luck Lu LLC, the LLC that owns the Ludlow Theater. The Company intends to lease the Ludlow Theater from High Hope & Luck Lu LLC to implement its business plan and will pay High Hope & Luck Lu LLC 15% of its monthly revenues up to $3,000 per month. If Bircus does not create any revenue at the Ludlow Theater, no rent will be paid. All improvements to the space will directly benefit High Hope & Luck Lu, LLC, which will in turn benefit Paul Miller, owner of High Hope and Luck Lu LLC. Moreover, the Company is entering a triple net lease with High Hope & Luck Lu LLC that requires the Company to cover all real estate taxes and insurance for the Ludlow Theater.

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DILUTION

The Manager has worked for the Company without compensation since it was formed in 2012. This work has included discussing Bircus concept with a Belgian circus and brewing company, performing all demolition on the Ludlow Theater, running concessions, maintaining licensing, handling accounting and tax payments, and marking the various events. However, the Manager has not paid any cash for his 1,000 common membership interests (“Common Units”) in the Company. The disparity between the Offering price for the Common Units and the price the Manager has paid for the Common Units is described below:

	Current Number of Units Outstanding and Owned	Cost of Acquiring Units Pre-Offering		Post- Offering Number of Units Outstanding that Can Be Purchased	Cost of Acquiring Units Post- Offering		Post- Offering Aggregate Percentage Ownership Interest
Manager	1,000 Common Units	$	0.00	1,000 Common Units	$	0.00		66.67	%
Investors	0	$	0.00	500 Common Units	$	500,000		33.33	%

PLAN OF DISTRIBUTION

The Company has 1,000 Common Units issued and outstanding prior to this Offering. After this Offering commences, and if all of the Common Units are sold, the Company will have an additional 500 Common Units issued and outstanding. If the minimum number of Common Units are sold, the Company will have an additional 150 Common Units issued and outstanding.

All funds will be returned if the minimum number of Common Units are not sold. No interest is payable on the funds, even if the minimum number is not reached, and the funds are returned. All funds invested will be held by the Company in a separate account until the minimum is raised.

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

The Manager is not a registered broker-dealer pursuant to section 15 of the Exchange Act, but will rely upon exemptions under applicable federal and state laws.

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USE OF PROCEEDS

The Company seeks to raise maximum gross proceeds of $500,000 from the sale of Common Units in this Offering. The principal purpose of this Offering is to restart the business operations of the Company under the name Bircus Brewing Company. In order to get Bircus Brewing Company up and running, the Company anticipates using the proceeds as soon as the minimum amount of Common Units are sold. The Company intends use the proceeds substantially in the order as described in the chart below:

$	62,150	Pay back lenders who loaned Company money to purchase brewing equipment pursuant to promissory note through Center Bank in Milford, OH and paying loan extension fees.
$	15,000	Legal costs associated with this offering, including the costs of preparing this Preliminary Offering Circular and general business consultation.
$	1,375	Costs of filing Reg A+ for approval in Ohio, Kentucky, Indiana, and Illinois.
$	3,000	Alcohol and Tobacco Tax and Trade Bureau consultant to help with Brewer’s Notice filing.
$	5,500	Surety bond and federal brewing notice.
$	14,093	Insurance for Ludlow Theater, brewing equipment, and general insurance coverage.
$	16,050	Demolition necessary to install brewhouse.
$	10,000	Steel platforms and structural support for brewhouse, fermenters, hot liquor tank, and bright tanks.
$	13,500	Plumbing for brewing equipment.
$	7,500	Wiring and pipefitting of brewing equipment
$	3,000	Raw materials, including barley malt, hops, and yeast necessary for initial batches of Bircus beer.
$150,068 anticipated to brew initial batch of Bircus beer.
$	8,000	Forklift
$	40,000	Build out exterior of Ludlow Theater.
$	35,000	Plumbing for restrooms.
$	35,000	Electrical Work
$	26,700	Architectural fees
$	10,000	Legal costs for preparing the amended operating agreement, the lease of the Ludlow Theater, user consents, and various other documents necessary for this offering.
$	8,000	Geothermal
$	25,000	Furniture and fixtures
$	7,000	Painting
$	2,500	Lighting
$347,268 anticipated to get Bircus up and running without operating costs
$	60,000	Operating costs for one year – employee wages
$	27,500	Operating costs for one year- marketing including $2,000 website.
$	15,000	Operating costs for one year – raw materials
$	40,000	Working Capital
$	10,232	Contingency fees.

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$62,150 will go towards discharging the Company’s indebtedness described in a promissory note between the Company and Center Bank along with reimbursing the Company for loan extension fees. On July 31, 2015, the Company received a $60,000 loan from Center Bank at 3.5% and with a maturity date of October 31, 2015. The Company has since paid $1,100 to extend the maturity date until July 31, 2016. The loan may be prepaid at any time, with the Company required to pay a minimum interest charge of $50 if the loan is prepaid. In exchange for the loan, the Company extended the investors a lien on brewing equipment that was purchased through a bankruptcy proceeding for approximately $60,000 but has a market-value of approximately $100,000. The funds raised in the Offering will first be applied to that indebtedness, allowing Bircus to own the brewing equipment free and clear.

The Company anticipates that $150,068 must be raised to remove the lien from the brewing equipment, pay for part of the legal fees associated with this offering, apply for a federal’s brewer’s notice, install the brewhouse, install the necessary plumbing to operate the brewhouse, and purchase the raw materials to brew the initial batches of Bircus beer. Based on market research, the Company believes the brewing equipment has a market value of over $100,000. $350,000 is required to get the Bircus brewpub and entertainment center up and running. $500,000 must be raised for sufficient working capital and operating costs for the first year of its operation. If the Company does not raise this amount it may have to alter its plans.

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

DESCRIPTION OF THE BUSINESS

When the Ludlow Theater reopens it will be the home of Bircus Brewing Company, a brewery, brewpub and entertainment center that will brew original beers from Belgian-inspired recipes sold onsite for consumption and distributed to other bars and restaurants in the Northern Kentucky - Greater Cincinnati area. The Company has already purchased the brewing equipment necessary to make that transition. Currently all brewing equipment, including but not limited to a 5 barrel brewhouse, three 10 barrel fermenters, three 10 barrel serving tanks, and a heat exchanger, reside in the Ludlow Theater. The Company is working with a brewing consultant to clean, maintain, prepare and install the equipment.

The Company has operated to this point without any full-time employees, relying solely on the Manager’s uncompensated labor and three independent contractors who also help the Manager run his company, Circus Mojo. Those independent contractors have assisted the Company in putting on events and working the concession stands at those events. Bircus Brewing Company has come to an agreement with a full-time brewer, Alex Clemens, who will begin work April of 2016. Additionally, at least two to four other full-time or part-time employees will be hired to help manage on-site beer sales, distribution, bartending, service, and other administrative functions.

As of the date of this Offering, the Company has spent roughly 120 hours on research and development activities in an effort to bring Bircus beers to the market. This research and development has included conversations with the director of Circus Planeet, a Belgian circus company who brews and sells beers under the name of “BIRCUS” in Ghent, Belgium. The director of the Ghent brewery has authorized the Company to use the name “Bircus” to promote its beers. Moreover the Manager and a brewing consultant have worked on installing the equipment and coming up with beer recipes. Although the Company will use the Bircus name, the Company will develop its own beers and will not be using the same brews as Circus Planeet.

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Prior to restarting its business as Bircus Brewing Company, the Company had been relying solely on selling third-party products to customers at one-off events. When the Company re-opens as Bircus Brewing Company, the Ludlow Theater will feature daily live entertainment, from square dances, to wrestling events, to magic shows, to bluegrass, to circus events. Circus entertainment will be provided by the Manager’s company, Circus Mojo, that will perform at the Ludlow Theater on a regular basis at minimal cost to the Company.

Bircus Brewing Company will not limit its beer sales to the Ludlow Theater, as it will also be a manufacturing brewery with plans to distribute its Bircus beers to bars and restaurants throughout the Greater Cincinnati-Northern Kentucky Area, including Ohio, Kentucky, and Indiana. Circus Mojo will have a role in promoting those beers off-site as well, as it will perform short (approximately fifteen minute) circus performances wherever Bircus is sold, providing live entertainment to that bar or restaurant while also promoting Bircus beers on draft. These performances may occur at special one-off events, such as “tap takeovers” depending on the preferences of that bar or restaurant.

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

Craft beer is a rapidly growing industry nationally and in the greater Cincinnati region. In 2014, according to the Brewers Association, craft brewers, nationally, saw an 18 percent rise in volume sales and a 22 percent rise in retail dollar value, representing a 19.3 percent market share of the beer industry. Several local news articles have questioned whether this expansion is sustainable. The microbrewery business is expanding rapidly and many factors may effect the Company’s ability to generate revenue or profit. The raw materials for brewing beer, including the cost of hops, malt, water, and yeast can fluctuate severely from year to year and a smaller brewery, such as Bircus, has less leverage to negotiate the rates of those raw materials. Moreover, as craft breweries proliferate in this region, state and federal regulators and politicians have taken and will continue to take a greater interest in the industry. This interest can have both positive and negative effects on the Company. Kentucky recently repealed a law that barred alcohol sales on election days in Kentucky. Another recently passed Kentucky law bars a brewer from self-distributing beer, which will require the Company to incur the costs associated with hiring a distributor. Additionally, the Company expects environmental regulations, particularly those governing waste water, to impact the Company’s operations.

DESCRIPTION OF PROPERTY

The Company will operate at the Ludlow Theater, located at 322-326 Elm Street, Ludlow, KY 41016. The Ludlow Theater is an 8560 square foot former movie theater complete with marquee. The Ludlow Theater is owned by High Hope & Luck Lu, LLC and encumbered by mortgages with Heritage Bank with a payoff amount of $164,425.06 as of January 29, 2016, and the Northern Kentucky Area Development District with a payoff amount of $72,260.24. The Company will operate in the Ludlow Theater pursuant to a triple net lease agreement between the Company and High Hope & Luck Lu, LLC, where the Company will pay High Hope & Luck Lu, LLC 15% of its monthly revenues up to $3,000 per month and also be responsible for all tax and insurance payments on the building. The Ludlow Theater has been utilized as an event circus-training space by the Company and Circus Mojo since 2010. The Company currently does not have a license to institute its business plan at the Ludlow Theater, and the Company will have to bring the building up to code before obtaining such a license. Renovations must be made both in order to obtain the occupancy license and to be made suitable for brewing beer. The Company anticipates creating a space portrayed by the architectural renderings provided on the following page. The Company anticipates most of the proceeds acquired in this Offering will be used to launch Bircus Brewing Company at the Ludlow Theater.

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14

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

Gourmet Renee, LLC was formed on March 27, 2012 by sole member and Manager Paul H. Miller, with the purpose of selling concessions, including beer, at performances, parties, and special events hosted at the Ludlow Theater. Gourmet Renee put on approximately 40 events, performances and parties since 2013. In that time the Company generated revenues of $5,091.48 in 2013, $4,963.07 in 2014, and $2,209.00 in 2015. The profits generated by the Company in each respective year was $343.40 in 2013, ($105.50) in 2014, and ($6,049.57) in 2015.

All revenues were generated through the sale of soft drinks, snacks, and alcoholic beverages, including beer, at the Ludlow Theater during performances, events, or parties. The Company has not put on any events at the Ludlow Theater or sold any concessions there since May of 2015. Since closing, the Company has worked to restart its business under its doing business name of Bircus Brewing Company.

The Company’s cash balance is $47.26 as of January 1, 2016 and has brewing equipment with a market value of $100,000.00. The company owes $60,000 plus interest on a promissory note that matures on July 31, 2016.

As of the date of this Offering, the Manager has made no capital investment in the Company. As a small business largely funded by the Manager, it has no liquidity. The current cash balance is not sufficient to fund the operations for any period of time or to pay off the Company’s indebtedness. The Company has been utilizing and may utilize funds from the Manager to advance funds for the Offering, filing fees, and professional fees, renovations and any other fees as determined by the Company. However, the Company plans to alleviate its liquidity deficiency through the funds raised pursuant to this Offering.

There is not enough operating experience to use historical financial statements to ascertain the likelihood of attaining any future goals, particularly when considering the Company is transitioning from a concession business that operated a few times a month to a fully operational brewpub open daily that also manufactures and distributes craft beer to other bars and restaurants. For that reason, the financial statements for 2013 to 2015 show little about the Company’s potential future earnings. Additionally, the Company has not generated any revenue since May 2015 when the Company closed the Ludlow Theater after being informed the building was not up to code.

How quickly the Company can implement its business plan is largely dependent on how quickly the Common Units are sold in this Offering. The Company anticipates, over the next twelve months to use all funds raised to get the brewpub up and running, as described in more detail in the “Use of Proceeds” section of this Offering on page 11. If the Company sells all of the Common Units, it does not anticipate having to raise funds for the six months following the closing of this Offering.

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DIRECTORS, EXECUTIVE OFFICERS, AND SIGNIFICANT EMPLOYEES

NAME	POSITION	AGE	TERM OF OFFICER	APPROXIMATE HOURS PER WEEK
Paul H. Miller	Manager	40	March 27, 2012 to present	30
Alex Clemens	Lead Brewer	33	Begins in April of 2016	Full-time

Paul H. Miller is the Manager and sole member of the Company. The Company currently has no other employees but does work with three individuals as independent contractors, who may continue in those roles for the Company after the Offering. The only Significant Employees for the Company will be the Manager and the lead brewer, Alex Clemens. The Company will then hire two to four full-time or part-time employees to assist in bartending, serving, and administrative duties.

Paul H. Miller

Paul H. Miller is the current member and officer of three different for-profit companies and the founder of one 501(c)(3) non-profit. Mr. Miller was also the founder of a Chicago-based non-profit company and an officer with that company from 2001-2009.

Under his direction, the Chicago non-profit CircEsteem and Chicago Youth Circus (“CircEsteem”) met its operating budget of $650,000 per year, supported by performances, workshops and donations. Mr. Miller was particularly adept at fundraising as he raised over $1,000,000 in donations from 2003 to 2009 (CircEsteem switched from a for-profit entity to a nonprofit entity in 2003).

Mr. Miller has continued his role as member and officer of circus-entertainment entities in the Northern Kentucky-Greater Cincinnati Metropolitan Area. In 2009, Mr. Miller formed Circus Mojo, LLC and currently serves as its lone member and officer. Circus Mojo adapts circus performances to unique environments and was recently awarded a multiyear contract from Cincinnati’s Children’s Hospital to put on daily weekday performances for the staff and patients. Since its founding in 2009, Circus Mojo has generated approximately $200,000 to $250,000 per year in revenue through performances, workshops, classes, and special events. Mr. Miller has run this company with the assistance of two employees and seven independent contractors.

As Manager and sole member of Gourmet Renee since its formation in 2012, Mr. Miller has organized dozens of entertainment events at the Ludlow Theater – from circus performances with the help of Circus Mojo, to comedy performances, to plays, to private parties – and has attracted over 50,000 people to the formerly abandoned theater in Ludlow, Kentucky through events put on by Circus Mojo and Gourmet Renee since 2010. As the Company gets Bircus Brewing Company up and running, Mr. Miller intends to continue putting on unique entertainment events at the Ludlow Theater on a regular basis in an effort to attract customers.

There are no legal proceedings against Mr. Miller or any of his companies at this time, nor have there been in the previous five years.

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

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Alex Clemens

The Company has secured the services of Alex Clemens as lead brewer. Alex has been homebrewing for over ten years and has medaled in both homebrew competitions he has entered, including winning the 2015 Cincinnati Oktoberfest Homebrew competition. Alex’s background in machine operation gives him the necessary mechanical expertise to operate a functioning brewpub. More than anything, Alex is committed to building the Company and making delicious beer.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

In the last fiscal year of 2015, the Manager received no compensation:

NAME	POSITION	2015 CASH COMPENSATION		2015 OTHER COMPENSATION		2015 TOTAL COMPENSATION
Paul H. Miller	Manager		0		0		0

The Manager does not intend to take any compensation in 2016. Depending on the revenues and profits of the Company, the Manager will take compensation via distributions from the Company in later years in an amount yet to be determined. All such distributions will be distributed pro rata to holders of Common Units in the proportion of their percentage ownership.

Beginning on January 1, 2018, the Company reserves the right to change the compensation of the officers or directors including the Manager, at any time without notice. Over the next five years, the Manager’s compensation will not exceed $40,000 per year.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS

TITLE OF CLASS	NAME AND ADDRESS OF BENEFICIAL OWNER	AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP	AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP ACQUIRABLE	PERCENT OF CLASS After the Offering
Common Units	Paul H. Miller 326 Elm Street, Ludlow, KY 41016	1000 Common Units	0 Common Units		66.67	%

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

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

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KEY FEATURES OF SECURITIES BEING OFFERED

Below is a table that details the current members and their Membership Interests currently and after this Offering (assuming that the offering is fully subscribed):

	Current Aggregate Percentage Ownership Interest			Current Aggregate Percentage Voting Interest			Post- Offering Number of Units Outstanding		Post- Offering Aggregate Percentage Ownership Interest			Post- Offering Aggregate Percentage Voting Interest
Existing Common Units		100	%		100	%		1000		66.67	%		66.67	%
Common Units in this Offering (Maximum)		0	%		0	%		500		33.33	%		33.33	%
Common Units in this Offering (Minimum)		0	%		0	%		150		13.04	%		13.04	%

The Company has established one class of membership interests designated as Common Units. An investor may acquire Common Membership Interests or Common Units through this Offering.

This Offering period will end on the earlier of 1) all Units being sold or 2) December 31, 2016, subject to the Manager’s discretion to extend this Offering for up to an additional 120 days. The minimum Common Unit purchase is one (1) with no maximum up to the remaining available Common Units under this Offering.

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

Description of Common Units

The Common Units are the units of ownership interest in the Company into which the Members' ownership interests are divided.

Voting Rights

The holders of the Common Units are entitled to one vote per unit on all matters to be determined by the Members.

Distributions

Distributions will be made pro rata to all Common Units at the discretion of the Manager.

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Tax Distributions

Pursuant to the Operating Agreement, unless prohibited by Kentucky law, the Company shall make minimum distributions to the holders of Common Units in an amount estimated to satisfy the highest federal, state and local income taxes payable by any Common Unit holder per Common Unit in respect of the Company’s taxable income for each tax year. Any such tax distributions for any year may be reduced on a dollar for dollar basis by the amount of tax savings generated by any deductions or credits received by any Common Unit holder as a result of taxable losses incurred or credits received by the Company in prior taxable years, including the Kentucky Angel Investment Credit.

Allocations

All items of profit, loss and deduction will be allocated to each holder of the Common Units in the proportion to their respective Common Units.

Additional Capital Contributions

Members shall not be required to contribute additional capital to the Company. Any capital contribution which the Manager determines is necessary or appropriate, which are not made by all Members proportionately in accordance with their Common Units, shall be deemed to be loans to the Company with such interest rate and terms of repayment as the Manager and such contributing Members determine.

No Pre-Emptive Rights

Members do not have pre-emptive rights with respect to the sale of any additional Common Units to any person.

No Conversion Rights

Members have no right to convert the Common Units to another class of membership interest.

Liquidation Preferences

The holders of Common Units will be junior in priority of payment to all creditors, secured and unsecured, as well as any holders of as-yet unissued Membership Interests with a priority preference.

Right of First Refusal

The Company and Paul Miller have the right to purchase any Common Units that are attempted to be transferred on the same terms as the proposed transfer.

Co-Sale Rights

If the Majority of Common Members attempts to transfer a Majority of Common Units, the remaining Common Unit holders have the right to require that their Common Units be purchased on the same terms as the Majority of Common Units.

Drag-Along Rights

If the Majority of Common Members attempts to transfer a Majority of Common Units, the Majority of Common Members has the right to require that the remaining Common Members to transfer their remaining Common Units to the proposed transferee on the same terms as the Majority of Common Units.

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How To Subscribe for Units

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

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

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

The Subscription Agreement and all other related documents as the Company may deem necessary must be signed and delivered to the Company in order to subscribe. Each prospective investor must also deliver with those documents a check in an amount of $1,000 per Common Unit purchased. The Company has the right to decline to accept any offer of subscription within the Manager’s sole discretion.

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UNAUDITED FINANCIAL STATEMENTS

Gourmet Renee LLC

322-326 Elm St. Ludlow, KY

Balance Sheet

As of Dec. 31, 2013, Dec. 31, 2014, Dec. 31 2015

Accrual Basis

	31-Dec-13		31-Dec-14			31-Dec-15
Assets
Current Assets
Checking/Savings
Heritage Checking/Savings		343.40		238.35			47.26
Total Checking/Savings		343.40		238.35			47.26
Accounts Receivable							14,084.52
Property, Plant, Equipment							100,000.00
Total Current Assets		343.40		238.35			114,131.78
Total Assets		343.40		238.35			114,131.78
Liabilities & Equity
Short Term Notes Payable							60,000.00
Equity
111.000 – Retained Earnings				343.40			238.35
300.000 – Opening Bal Equity
Net Income		343.40		(105.05	)		(6,049.57	)
Total Equity		343.40		238.35			48,320.56
Total Liabilities & Equity		343.40		238.35			48,320.56

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Gourmet Renee LLC

322-326 Elm St. Ludlow, KY

Profit & Loss Statement

for the period January 1, 2013 to December 31, 2015

	31-Dec-13		31-Dec-14			31-Dec-15
Income
Ludlow Theater Income	$	5,091.48	$	4,963.07		$	2,209.00
Services
Other Income
Total Income	$	5,091.48	$	4,963.07		$	2,209.00
Expenses
Accounting
Advertising
Assets - Small
Bank Charges	$	30.09	$	30.00		$	30.00
Cost of Goods Sold / Beverage Expense	$	2,087.05	$	4,116.16		$	496.32
Depreciation
Donation	$	50.00				$	2,209.00
Electricity
Equipment						$	775.00
Insurance	$	1,447.75	$	370.25		$	1476.87
Interest						$	2500.00
Legal Retainer
Licenses and Permits	$	410.00	$	200.00		$	410.00
Motor Vehicle
Office Supplies
Postage & Printing
Rent
Repairs & Maintenance
Stationery
Subscriptions
Taxes	$	723.19	$	351.17		$	361.38
Telephone
Training / Seminars
Wages & Oncosts
Total Expenses	$	4,748.08	$	5,068.12		$	8,258.57
Profit / (Loss)	$	343.40	$	(105.05	)	$	(6,049.57	)

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PART III-EXHIBITS

Index to Exhibits

2.1 Gourmet Renee LLC Articles of Organization

2.2 Gourmet Renee LLC Operating Agreement

4.1 Subscription Agreement

6.1 Promissory Note between Gourmet Renee LLC and Center Bank

6.2 Lease Agreement between Gourmet Renee LLC and High Hope & Luck Lu, LLC

11.1 Consent Form of Alex Clements

12.1 Opinion of Graydon Head & Ritchey, LLP²

2 To be filed with the final amendment.

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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 Ludlow, KY, on March 11, 2016.

Gourmet Renee LLC dba Bircus Brewing Co.

By Paul H. Miller, Manager

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

By:	/s/ Paul Miller	3/11/16
	Paul H. Miller	Date
	Manager

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EX1A-2A CHARTER

Exhibit 2.1

Commonwealth of Kentucky
Alison Lundergan Grimes, Secretary of State LAOO 0825397.06 Alison Lundergan Grimes Secretary of State Received and Filed 3/27/2012 8:59:34 AM Fee receipt: $40.00

Alison Lundergan Grimes Secretary of State P. O. Box 718 Frankfort, KY 40602-0718 (502) 564-3490 http://www.sos.ky.gov Articles of Organization Limited Liability Company KLC

For the purposes of forming a limited liability company in Kentucky pursuant to KRS Chapter 275, the undersigned organizer hereby submits the following Articles of Organization to the Office of the Secretary of State for filing:

Article I: The name of the company is

Gourmet Renee LLC

Article II: The street address of the company's initial registered office in Kentucky is

326 Elm Street, Ludlow, KY 41016

and the name of the initial registered agent at that address is Paul H. Miller

Article III: The mailing address of the company's initial principal office is

326 Elm Street, Ludlow, KY 41016

Article IV: The limited liability company is to be managed by Managers

Executed by the Organizer on Tuesday, March 27, 2012

Name of Organizer: Paul H. Miller

Signature of individual signing on behalf of Organizer: Paul H. Miller

I, Paul H. Miller, consent to serve as the Registered Agent on behalf of the limited liability company.

Signature of Registered Agent or individual signing on behalf of the company serving as Registered Agent:

Paul H. Miller

EX1A-2A CHARTER

Exhibit 2.2

Amended and Restated OPERATING AGREEMENT

of

GOURMET RENEE, LLC

DBA BIRCUS BREWING CO.

(a Kentucky limited liability company)

EFFECTIVE AS OF March 11, 2016

Amended and Restated OPERATING AGREEMENT

This Amended and Restated Operating Agreement is made and entered into effective as of this 11th day of March, 2016 by and among the members listed on Exhibit A, hereinafter referred to as “the Members” and Gourmet Renee LLC dba Bircus Brewing Co., a limited liability company organized and existing under the laws of the Commonwealth of Kentucky, with its principal place of business at 322-326 Elm Street, Ludlow, Kentucky 41016 (the “Company”).

RECITALS:

Articles of Organization for Gourmet Renee, LLC, were filed with the Secretary of State of the Commonwealth of Kentucky on March 27, 2012.

A Doing Business As name Bircus Brewing Co. was filed with the Kentucky Department of Revenue, with an effective date of September 8, 2015.

The Members enter into this agreement to amend and supersede the Operating Agreement of Gourmet Renee, LLC dba Bircus Brewing Co. and all prior operating agreements of the Company in their entirety.

NOW THEREFORE, the parties agree that the internal affairs and business of the Company shall be conducted as follows:

ARTICLE I

DEFINITIONS

The following terms used in this Operating Agreement shall have the following meanings (unless otherwise expressly provided herein);

(a)          The “Act” means the Kentucky Limited Liability Company Act at KRS Chapter 275.

(b)          “Agreement” means this Amended and Restated Operating Agreement of Gourmet Renee, LLC dba Bircus Brewing Co, as executed on the date set forth above and as amended from time to time.

(c)          “Articles of Organization” means the Articles of Organization of the Company as filed with the Secretary of State of Kentucky as the same may be amended from time to time.

(d)          “Capital Account” means, as to any Member, a separate account maintained and adjusted in accordance with Article IV of this Operating Agreement.

(e)          “Capital Contribution” means any contribution to the capital of the Company in cash, property or services by the Member whenever made in consideration of a Percentage Interest held by such Member. “Initial Capital Contribution” shall mean the initial contribution to the capital of the Company pursuant to this Agreement.

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(f)           “Capital Event” means a sale or disposition of any of the Company’s capital assets, the receipt of insurance and other proceeds derived from the involuntary conversion of Company property, the receipt of proceeds from a refinancing of Company property, or a similar event with respect to Company property or assets.

(g)          “Code” means the Internal Revenue Code of 1986 or corresponding provisions of subsequent superseding federal revenue laws.

(h)          “Company” shall refer to Gourmet Renee, LLC dba Bircus Brewing Co.

(i)           “Entity” shall mean any general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative or association or any foreign trust or foreign business organization.

(j)           “Fiscal Year” means the Company’s fiscal year, which shall be the calendar year, unless otherwise determined by the Manager.

(k)          “Initial Member” means Paul H. Miller.

(l)           “Manager” means one or more managers. Specifically, “Manager” shall mean Paul H. Miller an individual, or any other person or entity that joins him or succeeds him in such capacity. References to the Manager in the singular or as him, her, it, itself, or other like references shall also, where the context so requires, be deemed to include the plural or the masculine or feminine reference, as the case may be.

(m)         “Majority of Members” means a Member or Members whose aggregate Percentage Interest represent more than 50 percent of the Interests of all Members.

(n)          “Member” means each of the parties who executes a counterpart of this Operating Agreement as a Member and each of the parties who may hereafter become a Member. To the extent a Manager has purchased Membership Interests in the Company, he or she will have all the rights of a Member with respect to such Membership Interests, and the term “Member” as used herein shall include a Manager to the extent he or she has purchased such Membership Interests in the Company.

(o)          “Membership Interest” means the Member’s entire interest in the Company, quantified in Units, including the Member’s economic interest and such other rights and privileges that the Member may enjoy by being a Member, as identified in Article IV and as changed from time to time by the Manager.

(p)          “Net Profits” and “Net Losses” means for each taxable year of the Company an amount equal to the Company’s net taxable income or loss for such year as determined for federal income tax purposes (including separately stated items) in accordance with the accounting method and rules used by the Company and in accordance with the Code.

(q)          “Percentage Interest” of each Member in the Company is the same percentage as each such Member’s allocation of Net Profits and Net Losses is to all Net Profits and Net Losses, as set forth in Exhibit A.

(r)           “Permitted Transferee” is the Company, another Member, a spouse of Paul H. Miller, a child or adopted child, or other lineal descendant of Paul H. Miller, or a trust for the benefit of any of the foregoing, including any Member.

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(s)          “Person” means any individual or Entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of such “Person” where the context so permits.

(t)           “Reserves” shall mean, with respect to any fiscal period, funds set aside or amounts allocated during such period to reserves which shall be maintained in amounts deemed sufficient by the Manager(s) for working capital and to pay taxes, insurance, debt service, or other costs or expenses incident to the ownership or operation of the Company’s business.

(u)          “Transfer” means, with respect to a Membership Interest, or any element of a Membership Interest, any sale, assignment, gift, Involuntary Transfer, or other disposition of a Membership Interest or any element of such a Membership Interest, directly or indirectly, other than an encumbrance that is expressly permitted under this agreement.

(v)          “Treasury Regulations” shall include proposed, temporary, and final regulations promulgated under the Code in effect as of the date of filing the Articles of Organization and the corresponding sections of any regulations subsequently issued that amend or supersede such regulations.

(w)          “Voting Interest” means, with respect to a Member, the right to vote or participate in management and an right to information concerning the business and affairs of the Company provided under the Act except as limited by the provisions of this Agreement. A Member’s voting Interest with respect to the applicable class of Membership Interest, shall be directly proportion to that Member’s Percentage Interest of that class.

(x)           “Unit” shall mean the basic standard of quantity of measure of the Member’s Membership Interest in the Company.

ARTICLE II

FORMATION OF COMPANY

2.1           Formation. The Initial Member executed and delivered the Articles of Organization to the Kentucky Secretary of State in accordance with and pursuant to the Act on March 27, 2012, organizing the Company as a Kentucky Limited Liability Company.

2.2           Name. The name of the Company is Gourmet Renee, LLC dba Bircus Brewing Co., and shall operate under the name Bircus Brewing Co. unless otherwise determined by the Manager.

2.3           Principal Place of Business. The Company’s principal place of business within the Commonwealth of Kentucky is 322-326 Elm Street, Ludlow, Kentucky 41016. The Company may locate its places of business and registered office at any other place or places as the Manager may from time to time deem advisable.

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2.4          Registered Office and Registered Agent. The Company’s registered office is at the office of its registered agent at 2400 Chamber Center Drive, Suite 300, Ft. Mitchell, KY 41017 and the name of its registered agent at such address is Graydon Head & Ritchey LLP a Kentucky Limited Liability Partnership. The registered office and registered agent may be changed from time to time by filing the address of the new registered office and/or the name of the new registered agent with the Kentucky Secretary of State pursuant to the Act.

2.5          Status of Company as Entity Separate from Members. The Company shall be a legal entity separate and independent from the Members. The Member and the Manager(s) shall take every reasonable measure to ensure the following:

(a)          Proper Identification of LLC. To the extent reasonably practicable, the Company shall be specifically identified as “Gourmet Renee, LLC” and/or its dba “Bircus Brewing Co.” in all writings containing its name, including, without limitation, all advertisements, stationery, invoices, business cards and checks of the Company and any other media containing the name of the Company and likely to be read, seen or heard by third parties.

(b)          Separate Financial Accounts. The financial accounts of the Company shall be maintained separate from those of the Members and the Manager.

(c)          No Commingling of Funds, Etc.

(i)          There shall be no commingling of the funds of the Company, the Members, and the Manager.

(ii)         The Members and the Manager shall make no use of Company funds for their personal purposes.

(iii)        The Company shall not use personal funds of the Members or the Manager for its business purposes.

(d)          No Representation of Personal Liability, Etc. No Members or Manager shall represent or imply to any person that the Member or Manager is personally liable for any obligation of the Company.

2.6          Manager. The company shall be managed by the following Member: Paul H. Miller.

2.7          Duration. The Company shall commence as of the date of filing of the Articles of Organization and shall be perpetual, unless sooner dissolved in accordance with this Agreement or as provided by law.

ARTICLE III

BUSINESS OF COMPANY

3.1          Permitted Businesses. The business of the Company shall be,

(a)          To accomplish any lawful business whatsoever, or which shall at any time appear conducive to or expedient for the protection or benefit of the Company and its assets.

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(b)          To exercise all other powers necessary to, or reasonably connected with, the Company’s business which may be legally exercised by limited liability companies under the Act; and

(c)          To engage in any and all activities necessary, customary, convenient, or incident to any of the foregoing.

ARTICLE IV

FINANCIAL MATTERS

4.1           Initial Capital Contribution. Each Member has made or will make a Capital Contribution to the Company in the amount set forth on Exhibit A. The Initial Member shall contribute to the Company such amount of cash and/or property as is set forth in Exhibit A hereto (the “Initial Capital Contribution”) as the sole and entire consideration for the Membership Interest in the Company.

4.2           Additional Contributions. Except for the Initial Capital Contribution set forth in Section 4.1, the Members shall have no duty or obligation to make any additional capital contributions to the Company nor to otherwise transfer any cash, property or services to the Company.

4.3           Capital Accounts. An individual Capital Account shall be maintained for each Member consisting of that Member’s Capital Contribution (1) increased by that Member’s share of Net Profits, (2) decreased by that Member’s Share of Net Losses, and (3) adjusted as required in accordance with applicable provisions of the Code. A Member is not entitled to withdraw any part of the Member’s Capital Contribution or to receive any distributions whether of money or property from the company, except as provided in this Agreement. No interest shall be paid on funds or property contributed to the capital of the Company or on the balance of a Member’s Capital Account.

4.4           No Preference. No Member shall have priority over any other Member with respect to the return of a Capital Contribution or distributions or allocations of income, gain, losses, deductions, credits, or items thereof, unless otherwise set forth in this Agreement.

4.5           Limitation of Liability. The Members’ liability for the debts, losses, and obligations of the Company in its capacity as a Member of the Company shall be limited to the value of the Initial Capital Contribution and any subsequent capital contributions that the Members make to the Company except as provided in this Operating Agreement or as otherwise required by law.

4.6           Liability of a Member to the Company. In the event the Member receives the return in whole or in part of its Initial Capital Contribution and/or any subsequent capital contributions that the Member makes to the Company, or any other distribution, the Member shall be liable to the Company only to the extent now or hereafter provided by the Act.

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ARTICLE V

ALLOCATIONS, DISTRIBUTIONS, ACCOUNTING

ELECTIONS AND REPORTS

5.1          Allocations of Net Profits and Net Losses.

(a)          Net Profits. After giving effect to the Treasury Regulations, Profits for any fiscal period shall be allocated in the following order:

(i)          First, to the Members in proportion to the Net Losses allocated to them by Section 5.1(b)(ii) until the aggregate Net Profits allocated to the Members pursuant to this Section 5.1(a)(i) for such fiscal year and all previous fiscal years are equal to the aggregate Net Losses allocated to the Members pursuant to Section 5.1(b)(ii) for all previous fiscal years.

(ii)         The balance, if any, shall be allocated among the Members in accordance with their Percentage Interests.

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

(i)          First, among the Members in accordance with their Percentage Interests, except that Net Losses shall not be allocated pursuant to this Section 5.1(b)(i) to the extent such allocation would cause any Member to have an Adjusted Capital Account Deficit at the end of such fiscal year.

(ii)         Second, any Net Losses that cannot be allocated to a Member because it would create an Adjusted Capital Account Deficit shall, to the extent other Members have a positive Capital Account balance, be allocated among the other Members for whom the allocation would not create an Adjusted Capital Account Deficit in proportion to their positive Capital Account balances.

(iii)        Third, any Net Losses remaining after the allocations in clauses 5.1(b)(i) and 5.1(b)(ii) above, shall be allocated among the Members in accordance with their Percentage Interests.

5.2           Treasury Regulations. The Allocations are intended to comply with certain requirements of the Treasury Regulations promulgated under Code Section 704(b)(2). Notwithstanding any other provisions of Article V, all remaining Net Profits and Net Losses (including items of income, gain, loss, and deduction) shall be allocated among the Members so that, when combined with the Treasury Regulations, the net allocations of Net Profits and Net Losses (including items of income, gain, loss and deduction) shall, to the greatest extent possible, be equal to the net allocations that would have been made pursuant to Section 5.1 had no such Regulatory Allocations been required.

5.3           Distributions of Cash and Other Assets of the Company. From time to time, the Manager shall determine in its reasonable judgment to what extent, if any, the Company’s cash on hand exceeds current anticipated needs, including without limitation needs for operating expenses, debt service, capital expansion, acquisitions, and Reserves. To the extent such excess exists, the Company shall make Distributions to the Members no later than 90 days after the end of each year. Such distributions to the Members, subject to Section 5.4 and Section 5.5 below, shall be in cash or property or partly in both, as determined by the Managers and shall be made to Members in proportion to their Percentage Interests.

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5.4           Limitation on Distributions. No distribution shall be declared and paid unless, after the distribution is made, the assets of the Company, valued at fair market value, are in excess of all liabilities of the Company, except liabilities to the Member on account of its capital.

5.5           Tax Distributions. The Company shall attempt to distribute at least enough of its taxable income to ensure that the Members have enough cash to pay the Federal and State taxes attributable to such income. The amount of the tax distributions shall be determined from year to year by the Manager who shall make such determination based on the Company’s taxable income for the year and the likely maximum tax bracket that any Member will be in for Federal, State or local tax purposes as a result of the Member’s share of such income; provided, however, that notwithstanding anything herein to the contrary, in no event shall the aggregate amount of any tax distributions exceed the Company’s liquid cash on hand at the time the tax distribution amounts are determined, and in no event shall the Company be required to borrow funds or sell Property in order to make a tax distribution.

5.6           Taxation of Company. The Company shall be either disregarded as an entity or treated as a partnership for federal income tax purposes, and its income, gains, deductions, credits losses, and other tax items shall be treated as those of the Members. The Company shall be subject to taxation under the laws of the Commonwealth of Kentucky as a sole proprietorship or partnership.

5.7           Accounting Principles. The profits and losses of the Company shall be determined in accordance with accounting principles applied on a consistent basis using the method of accounting as selected from time to time by the Manager of the Company. It is intended that the Company will elect those accounting methods that provide the Company with the greatest tax benefits.

5.8           Interest on and return of Capital Contributions. The Member shall not be entitled to interest on their Capital Contribution or to return of its Capital Contribution, except as otherwise specifically provided for herein.

5.9           Loans to Company. Nothing in this Operating Agreement shall prevent a Member from making loans to the Company by agreement with the Company; provided, however, that the Member shall not be obligated to lend funds to the Company. In the event a Member should loan money to or for the benefit of the Company, the amount of any such loan shall not represent an increase in its capital contribution or entitle it to any increase in its share of the distributions of the Company. Any such loan shall be treated as unsecured debt of the Company and shall be repaid before any distributions to the Member under the terms of this Operating Agreement with interest at the prime rate then prevailing at the financial institution used by the Company.

5.10         Accounting Period. The Company’s accounting period shall be January 1 to December 31, unless otherwise determined by the Manager.

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5.11        Corporate Records. The Company shall maintain records and accounts of all operations and expenditures of the Company. At a minimum the Company shall keep at its principal place of business the following records:

(a)          The full name and last known business, residence, or mailing address of the Members;

(b)          A copy of the Articles of Organization of the Company and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any amendment has been executed;

(c)          Copies of the Company’s federal, state, and local income tax returns and reports, if any, for the four (4) most recent years;

(d)          Copies of the Company’s currently effective written Operating Agreement and copies of any writings required with respect to the Members’ contributions, obligations to make additional contributions, and rights to distributions;

(e)          Copies of any financial statements of the Company for the three (3) most recent years;

(f)          Minutes of every annual, special meeting and court-ordered meeting;

(g)          Any written consents obtained from Member for actions taken by Member without a meeting.

5.12        Returns and Other Elections. The Manager shall cause the preparation and timely filing of all tax returns required to be filed by the Company pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which the Company does business. Copies of such returns, or pertinent information therefrom, shall be furnished to the Members within a reasonable time after the end of the Company’s fiscal year.

All elections permitted to be made by the Company under federal or state laws shall be made by the Manager.

ARTICLE VI

RIGHTS AND DUTIES OF THE MANAGERS And Members

6.1           Management. The business and affairs of the Company shall be managed by its Manager. The Manager(s) shall direct, manage, and control the business of the Company to the best of their abilities. Except for situations in which the approval of the Members are expressly required by this Operating Agreement or by non-waivable provisions of applicable law, the Manager shall have full and complete authority, power, and discretion to manage and control the business, affairs, and properties of the Company, to make all decisions regarding those matters, and to perform any and all other acts or activities customary or incident to the management of the Company’s business. At any time when there is more than one Manager, no one Manager may take any action permitted to be taken by the Managers hereunder without the majority approval of all of the Managers unless otherwise expressly permitted by the terms of this Operating Agreement or the Act.

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6.2          Number, Tenure and Qualifications. The Company shall initially have one Manager, Paul H. Miller. The number of Managers of the Company may be changed from time to time by a Majority of the Members, but in no instance shall there be less than one Manager. The Manager shall serve until removed by a Majority of Members, the Manager resigns, or until a successor Manager is elected by a Majority of the Members. The Manager need not be a resident of the Commonwealth of Kentucky or a Member of the Company.

6.3          Certain Powers of Manager(s).

(a)          Without limiting the generality of Section 6.1, the Manager shall, subject to the restrictions contained in Section 6.4, have power and authority, on behalf of the Company:

(i)          To acquire property from any Person as the Manager may determine (the fact that a Manager or a Member is directly or indirectly affiliated or connected with any such Person shall not prohibit the Manager from dealing with that Person);

(ii)         To borrow money for the Company from banks, other lending institutions, the Manager, the Members, or affiliates of the Manager or Members on such terms as the Manager deems appropriate, and in connection therewith, to hypothecate, encumber, and grant security interests in the assets of the Company to secure repayment of the borrowed sums, provided, that no debt shall be contracted or liability incurred by or on behalf of the Company except by the Manager, or to the extent permitted under the Act, by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Manager;

(iii)        To purchase liability and other insurance to protect the Company’s property and business;

(iv)         To hold and own any Company real and/or personal properties in the name of the Company;

(v)          To invest any Company funds temporarily (by way of example but not limited to) in time deposits, short-term governmental obligations, commercial paper, or other investments;

(vi)         Upon the consent of a Majority of Members, to sell or otherwise dispose of all or substantially all of the assets of the Company as part of a single transaction or plan so long as such disposition is not in violation of or a cause of a default under any other agreement to which the Company may be bound, provided, however, that the prior consent of a Majority of Members shall not be required with respect to any sale or disposition of the Company’s assets in the ordinary course of the Company’s business;

(vii)        To create any class of additional Common Membership Interests or Preferred Membership Interests;

(viii)      To execute on behalf of the Company all instruments and documents, including, without limitation, checks; drafts; notes and other negotiable instruments, mortgages or deeds of trust; security agreements; financing statements; documents providing for the acquisition, mortgage, or disposition of the Company’s property; assignments; deeds; bills of sale; leases; partnership agreements, operating agreements of other limited liability companies; and any other instruments or documents necessary, in the opinion of the Manager, to the business of the Company;

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(ix)         To employ accountants, legal counsel, managing agents, management companies, or other experts to perform services for the Company and to compensate them from Company funds;

(x)          To enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Manager may approve; and

(xi)         To do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business.

Unless authorized to do so by this Operating Agreement or by the Manager of the Company, no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it financially liable for any purpose. The Members shall not have any power or authority to bind the Company unless the Members have been authorized by the Manager to act as an agent of the Company in accordance with the previous sentence.

6.4          Restrictions on Authority of the Manager.

(a)          The Manager shall not have the authority to, and covenants and agrees that it shall not, do any of the following acts without the prior written consent of a Majority of Members:

(i)          Cause or permit the Company to engage in any activity that is not consistent with the purposes of the Company as set forth in Section 3.1 hereof;

(ii)         Knowingly do any act in contravention of this Operating Agreement;

(iii)        Knowingly do any act which would make it impossible to carry on the ordinary business of the Company, except as otherwise provided in this Operating Agreement;

(iv)         Knowingly perform any act that would cause the Company to conduct business in a state which has neither enacted legislation which permits limited liability companies to organize in such state nor permits the Company to register to do business in such state as a foreign limited liability company;

(v)          Sell or otherwise dispose of all or substantially all of the Company’s assets other than in the ordinary course of the Company’s business, except for a liquidating sale in connection with the dissolution of the Company.

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6.5           Standard of Care for Manager. The Manager(s) shall perform their duties in good faith, in a manner reasonably believed to be in the best interest of the Company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. A Manager, who so performs the duties as Manager, shall not have any liability by reason of being or having been a Manager of the Company. The Manager does not, in any way, guarantee the return of the Members’ Capital Contributions or a profit for the Members from the operations of the Company. The Manager shall not be liable to the Company or to the Members for any loss or damage sustained by the Company or the Members, unless the loss or damage shall have been the result of fraud, deceit, gross negligence, willful misconduct, breach of this Agreement, or a wrongful taking by the Manager. In performing its duties, a Manager shall be entitled to rely upon such information, opinions, reports, or statements, including financial statements or other financial data, presented or prepared by (a) any of the Company’s other Managers or employees who such Manager reasonably believes are reliable and competent in the matters prepared or presented, or (b) any other Person, including without limitation, lawyers or accountants, as to matters which such Manager reasonably believes are within such Person’s professional or expert competence.

6.6           Standard of Care for Members. In exercising their Voting Interest rights under this Agreement, the Members shall exercise those rights in good faith. A Member shall be fully protected in relying in good faith upon the records required to be maintained by the Company pursuant to this Agreement and upon such information, opinions, reports or statements by any of the other Members or employees of the Company, who the Member reasonably believes are reliable and competent in the matters prepared or presented, or by any other Person, as to the matters the Member reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the company, including information, opinions, reports or statements as to the value and amount of the assets, liability, profits or losses of the Company or any other facts pertinent to the existence and amount of assets from which distributions to Members might be properly made.

6.7           Limitation of Liability. No Manager or Member shall be personally liable to the Company in monetary damages for breach of a duty to the Company unless it is proved by clear and convincing evidence in a court of competent jurisdiction that its action or failure to act (a) was not in good faith, (b) was undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company, (c) resulted in an improper personal benefit to such Manager or Member or any of such Manager or Members’ Affiliates at the expense of the Company, (d) constituted fraud or deceit, or (e) was a knowing violation of law.

6.8           Indemnification and Insurance. The Company shall indemnify all persons whom it may indemnify pursuant to the Act, including Members and Managers, to the fullest extent to which the Company may indemnify such persons under the Act. The Company may purchase and maintain insurance on behalf of the Members, Officers, or Managers against any liability asserted against them and incurred by them in such capacity, or arising out of their status with the Company, whether or not the Company would have the power to indemnify them against such liability under Section 6.8.

6.9           Manager and Members Have No Exclusive Duty to Company. No Manager or Member shall be required to perform services for the Company as its sole and exclusive function and it (and any Manager and/or Member) may have other business interests and may engage in other activities in addition to those relating to the Company. Neither the Company nor the Members shall have any right by virtue of this Agreement, to share or participate in such other investments or activities of the Manager and/or the Member or to the income or proceeds derived therefrom. Neither the Manager nor the Members shall incur any liability to the Company or to the Member as a result of engaging in any other business or venture.

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6.10         Bank Accounts. The Manager may, from time to time, open bank accounts in the name of the Company, and the Manager shall be the sole signatory thereon, unless the Manager determines otherwise.

6.11         Assets. All assets of the Company, whether real or personal, shall be held in the name of the Company.

6.12         Resignation. Any Manager of the Company may resign at any time by giving written notice to the Members of the Company. The resignation of any Manager shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The resignation of a Manager who is also a Member shall not affect the Manager’s rights as a Member and shall not constitute a withdrawal of a Member.

6.13         Removal. Any Manager may be removed at any time, with or without cause, by vote of a Majority of Members. The removal of a Manager who is also a Member shall not affect the Manager’s rights as a Member and shall not constitute a withdrawal of a Member.

6.14         Vacancies. Any vacancy occurring for any reason in the number of Managers of the Company may be filled by the affirmative vote of a majority of the remaining Managers then in office, provided that if there are no remaining Managers, the vacancy shall be filled by the vote of a Majority of Members. Any Manager’s position to be filled by reason of an increase in the number of Managers shall be filled by the affirmative vote of a majority of the Managers then in office or by an election at an annual meeting or at a special meeting of a Majority of Members called for that purpose or by the Member’s written consent. A Manager elected to fill a vacancy shall be elected for the unexpired term of its predecessor in office and shall hold office until the expiration of such term and until its successor shall be elected and shall qualify or until its earlier death, resignation or removal. A Manager chosen to fill a position resulting from an increase in the number of Managers shall hold office until the next annual meeting of the Member and until its successor shall be elected and shall qualify, or until its earlier death, resignation or removal.

6.15        Compensation. Manager(s) may be compensated for their services rendered to the Company as determined from time to time by a Majority of Members in its sole and absolute discretion. No Manager shall be prevented from receiving such salary by reason of the fact that such Manager is also a Member of the Company.

6.16        Right to Rely on the Manager(s). Any Person dealing with the Company may rely (without duty of further inquiry) upon a certificate signed by any Manager as to:

(a)          The identity of any Manager or the Member;

(b)          The existence or nonexistence of any fact or facts which constitute a condition precedent to acts by any Manager or which are in any other manner germane to the affairs of the Company;

(c)          The Persons who are authorized to execute and deliver any instrument or document of the Company; or

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(d)          Any act or failure to act by the Company or any other matter whatsoever involving the Company or the Member.

ARTICLE VII

MEMBER MEETINGS

7.1          Meetings Not Required. The Members are not required to hold meetings, and decisions may be reached through one or more informal consultations followed by agreement among a Majority of Members or by written consent signed by a Majority of Members.

7.2          Annual Meeting. The Members of the Company may meet annually. If the Members have an annual meeting, it shall be held at such time as shall be determined by the Manager, commencing with the calendar year 2016, for the purpose of electing the Managers of the Company and transacting such other business as may come before the meeting.

7.3           Special Meetings. Special meetings of the Members, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the Manager or by a Majority of the Members.

7.4           Place of Meetings. The Manager may designate any place, either within or outside the Commonwealth of Kentucky, as the place of meeting for any meeting of the Members. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal executive office of the Company in the Commonwealth of Kentucky.

7.5           Notice of Meetings. Except as provided in Section 7.6, written notice stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called shall be delivered not less than ten (10) nor more than thirty (30) days before the date of the meeting, either personally or by mail, by or at the direction of the Manager or person calling the meeting, to the Member. If mailed, such notice shall be deemed to be delivered two (2) calendar days after being deposited in the United States mail, addressed to the Member at its address as it appears on the books of the Company, with postage thereon prepaid.

7.6           Waiver of Notice; Meeting Without Notice. When any notice is required to be given to a Member, a waiver thereof in writing signed by a Member, whether before, at, or after the time stated therein, shall be equivalent to the giving of such notice. Alternatively, if the Member shall meet at any time and place, either within or outside of the Commonwealth of Kentucky, and consent to the holding of a meeting at such time and place, such meeting shall be valid without call or notice, and at such meeting lawful action may be taken.

7.7           Manner of Acting. The affirmative vote of a Majority of Members shall be the act on behalf of the Company.

7.8           Proxies. At all meetings of the Members, the Members may vote in person or by proxy executed in writing by the Member or by a duly authorized attorney-in-fact. Such proxy shall be filed with the Manager of the Company before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.

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ARTICLE VIII

MEMBERSHIP INTERESTS

8.1           Classes of Membership Interests. The Company’s Membership Interests consist of Common Membership Interests.

8.2           Future Issuances of Membership Interests; No Preemptive Rights. As of the Effective Date, the Company will have issued and outstanding Common Membership Interests. Subsequent to the Effective Date, the Company may issue additional Common Membership Interests. In consideration of the Initial Capital Contributions of the Members described in Section 4.1, the Members have been issued and presently hold Membership Interests as set forth in Exhibit A. If and when the Company issues future Common Membership Interests, current holders of Common Membership Interests will have no preemptive rights as to future issuances, meaning current Common Members will not be entitled any special right to purchase future issuances of Common Membership Interests to maintain their percentage interest in the Company.

8.3           Percentage Interests. As of the Effective Date, the holders of the issued and outstanding Common Membership Interests shall own in the aggregate a 100.00% Percentage Interest in the Company. Upon the issuance of any additional Common Membership Interests, then the Percentage Interests of all Common Members shall be reduced proportionately based upon their respective ownership of Common Membership Interests but the aggregate Percentage Interests of the Common Members shall remain unchanged. The Percentage Interests of the Members shall be as set forth from time to time on Exhibit A, determined in accordance with this Section 8.3.

8.4.          Determination of Membership. Membership interests shall not be in certificate form. Membership Interests outstanding at any time, and the identity of the owners thereof shall be determined in accordance with the Company’s records. Transfers of Membership Interests shall be made only upon the books of the Company.

8.5           Voting Interest. Except as otherwise specifically required by the Act each Common Unit shall be entitled to one vote. Any action that may or that must be taken by the Members shall be by a vote of the Majority of Common Members.

8.6           Transfer of Membership Interests. If at any time a Member wishes to transfer all or any portion of its Membership Interests (the “Proposed Transferor”), the Proposed Transferor shall do so only for cash, unsecured promissory notes, other marketable securities or a combination of the foregoing and shall first give written notice (the “Offer Notice”) to the Company, identifying the Membership Interests proposed to be Transferred (the “Offered Interests”) and stating the price at which, and other material terms on which, the Proposed Transferor wishes to Transfer to such third party, the price, form of consideration and other material terms stated in the Offer Notice shall be substantially identical to those offered by such third party and the Offer Notice shall also identify such third party.

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8.7           Right of First Refusal. Delivery of an Offer Notice to the Company shall constitute an offer to Transfer the Offered Interests, in whole but not in part (the “Offer”), first to the Company and then to Paul H. Miller, at the price and on other material terms described in the Offer Notice. The Company shall have the first right to accept the Offer with respect to all or any portion of the Offered Interests by providing written notice to the Proposed Transferor not later than 14 calendar days after the Company received the Offer Notice. If the Company does not elect to purchase all of the Offered Interests, the Company shall within five calendar days after the expiration of the 14-day period specified in the clause, notify Paul H. Miller that he has the next right to purchase the remaining Offered Interests (the “Remaining Offer”). If the Company and Manager do not accept, in the aggregate, an Offer in its entirety, then, at the option of the Proposed Transferor, all acceptances made by each of the Company and Paul H. Miller, if any, shall be null and void and without effect, and the Proposed Transferor may Transfer all of the Offered Interests (or, if the Proposed Transferor so elects all of the Offered less those acquired by the company and the manager) at any time within the period of 180 calendar days beginning on the date the Company received the Offer Notice on the terms and conditions, including price, set forth in the applicable Offer Notice (and only to the third party named in such Offer Notice).

8.8          Rights of Co-Sale

(a)          If at any time a Majority of the Members wishes to transfer all of its collective Membership Interests to a third party, such transfer may occur only if the transferee also acquires the Co-Sale Share (as defined below) of the Membership Interests held by each other Member who chooses to transfer in such a transaction (“Minority Member”), for the same price and upon the same terms and conditions as a Majority of the Members. A Majority of the Members wishing to transfer all of their Membership Interests to a third party which is not a Permitted Transferee shall deliver written notice of such desire to all other Members.

(b)          Any Member may elect to be a Minority Member and participate in a transfer under this Section 8.8 by delivering written notice to a Majority of the Members not later than ten calendar days after the Member received the notice under Section 8.8(a).

(c)          Each Minority Member’s “Co-Sale share” shall equal the amount of Percentage Interest in the Company which such Minority Member elects to transfer in such a transaction; provided that such Percentage Interest shall not exceed the proportionate amount of Percentage Interest desired to be transferred.

Each Eligible Member’s “Co-Sale Share” shall equal the amount of Percentage Interest in the Company which such Eligible Member elects to Transfer in such transaction; provided, that such Percentage Interest shall not exceed the proportionate amount of Percentage Interest desired to be Transferred by the Proposed Transferor.

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8.9          Drag-Along Rights.

(a)          If at any time a Majority of the Members propose to transfer (a “Proposed Transfer”) all of the Membership Interests owned by them and all other Members of the Company to an unaffiliated third party or group of related third parties in an arms-length transaction (a “Proposed Transaction”), a Majority of the Members shall have the right (the “Drag-Along right”), subject to the requirements of this Section 8.9, to require all (but not less than all) of the Minority Members to sell in the Proposed Transaction all (but not less than all) of the Membership Interests then owned by the Minority Members on the same terms and conditions as are obtained by a Majority of the Members. Each Member shall take all reasonable steps necessary to enable such Member to comply with the provisions of this Section 8.9, including executing and performing a purchase and sale, merger, or other applicable acquisition agreement on the same terms as a Majority of the Members. A Majority of the Members shall keep each Minority Member advised in writing of, and consult on a timely basis with, each Minority Member concerning any transfer with respect to which a Majority of the Members have exercised the Drag-Along Right.

(b)          To exercise the Drag-Along Right, a Majority of the Members shall give each Minority Member and the Company a written notice (“Drag-Along Notice”) containing (1) confirmation that the Proposed Transferee proposes to acquire all the then outstanding Membership Interests, (2) the name and address of the Proposed Transferee and (3) the proposed purchase price, terms of payment and other material terms and conditions of the Proposed Transferee’s offer. Each Minority Member shall thereafter be obligated to sell all (but not less than all) of its Membership Interest as provided in such Drag-Along Notice, provided, that the transaction is consummated within 90 days of delivery of the Drag-Along Notice. If the sale is not so timely consummated, then each Minority Member shall no longer be obligated to sell its Membership Interest pursuant to that specific Drag-Along Notice, but shall remain subject to the provisions of this Section 8.9 with respect to any subsequent transfer to which the Drag-Along Right would apply.

Article IX

Transfer Of Management Rights; Disposition of Membership InterestS

9.1           During Lifetime. Other than described in the foregoing Article VIII, a Member may not Dispose of the Member’s Membership Interest now owned or hereafter acquired to any other Person, other than a Permitted Transferee, unless the Member shall have first received the written consent thereto of a Majority of the Remaining Members or unless the Member shall have first carried out the Sales Procedure described in Article VIII.

9.2           Death, Dissolution, Etc of a Member. Upon the death, permanent disability, or adjudication of incompetence of a Member, the Company shall not terminate. Upon the occurrence of such an event, such Member or such Member’s representative shall transfer the Membership Interest by testate direction, intestate succession or otherwise.

9.3           Admission of Additional Members. As determined by the Manager, additional Members may be admitted upon the issuance of additional Common Membership Interests or Preferred Membership Interests, and the Company shall revise Exhibit A to reflect each additional Member’s Capital Contribution and corresponding changes in the Percentage Interests of the Members effective on the date of entry of each additional Member. Any additional Member admitted to the Company pursuant to this Section 9.3 shall execute an instrument accepting and adopting the terms and provisions of the Articles and this Agreement and shall have caused to be paid all reasonable expenses of the Company in connection with the admission of such additional Member.

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ARTICLE X

DISSOLUTION AND TERMINATION

10.1         Dissolution.

(a)          The Company shall be dissolved upon the occurrence of any of the following events:

(i)          by the written agreement of a Majority of Members; or

(ii)         by the entry of a decree of judicial dissolution pursuant to KRS 275.290.

(iii)        upon the filing of the articles of dissolution pursuant to KRS 275.315.

(b)          As soon as possible following the occurrence of any of the events specified in this Section 10.1(a) effecting the dissolution of the Company, the appropriate representative of the Company shall execute a certificate of dissolution in such form as shall be prescribed by the Secretary of State that includes entire name of the Company and the effective date of its dissolution, and file same with the Secretary of State’s office.

10.2         Effect of Filing of Certificate of Dissolution. Upon the filing by the Secretary of State of a certificate of dissolution, the Company shall continue its existence until the winding up of its affairs is completed.

10.3         Winding Up, Liquidation, and Distribution of Assets.

(a) Upon dissolution, an accounting shall be made by the Company’s independent accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager shall immediately proceed to wind up the affairs of the Company, unless a Majority of Members directs the Manager to continue the business of the Company for a period in order to maximize its value as a going concern for eventual sale.

(b) If the Company is dissolved and its affairs are to be wound up, the Manager shall:

(i)          Sell or otherwise liquidate all of the Company’s assets as promptly as practicable (except to the extent the Manager may determine to distribute any assets to the Members in kind),

(ii)         Allocate any Net Profit or Net Loss resulting from such sales to the Members,

(iii)        Discharge all liabilities of the Company, including liabilities to the Members in its capacity as a creditor of the Company, to the extent otherwise permitted by law, other than liabilities to the Member for distributions and the return of capital, and establish such Reserves as may be reasonably necessary to provide for contingent liabilities of the Company, and

18 

(iv)         Distribute the remaining assets, either in cash or in kind, as determined by the Manager, to the Members.

(c)          Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated.

(d)          The Manager shall comply with any applicable requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

ARTICLE XI

MISCELLANEOUS PROVISIONS

11.1         Notices. Any notice, demand, or communication required or permitted to be given by any provision of this Operating Agreement shall be deemed to have been sufficiently given or served for all purposes if delivered personally to the party or to an executive officer of the party to whom the same is directed or, if sent by registered or certified mail, postage, and charges prepaid, addressed to a Member’s and/or Company’s address, as appropriate, which is set forth in this Operating Agreement. Except as otherwise provided herein, any such notice shall be deemed to be given three (3) business days after the date on which the same was deposited in a regularly maintained receptacle for the deposit of United States mail, addressed, and sent as aforesaid.

11.2         Books of Account and Records. Proper and complete records and books of account shall be kept or shall be caused to be kept by the Manager in which shall be entered fully and accurately all transactions and other matters relating to the Company’s business in such detail and completeness as is customary and usual for businesses of the type engaged in by the Company. Such books and records shall be maintained as provided in Section 11.2. The books and records shall at all times be maintained at the principal executive office of the Company and shall be open to the reasonable inspection and examination of a Member or its duly authorized representatives during reasonable business hours.

11.3         Application of Kentucky Law. This Operating Agreement, and the application of interpretation hereof, shall be governed exclusively by its terms and by the laws of the Commonwealth of Kentucky, and specifically the Act.

11.4         Waiver of Action for Partition. Any Member irrevocably waives during the term of the Company any right that it may have to maintain any action for partition with respect to the property of the Company.

11.5         Amendments. This Operating Agreement may not be amended except by written instrument signed by all of the parties hereto.

11.6         Execution of Additional Instruments. Any Member hereby agrees to execute such other and further statements of interest and holdings, designations, powers of attorney, and other instruments necessary to comply with any laws, rules, or regulations.

11.7         Construction. Whenever the singular number is used in this Operating Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa.

19 

11.8         Headings and Pronouns. The headings in this Operating Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent, or intent of this Operating Agreement or any provision hereof. All pronouns and only variations thereof shall be deemed to refer to masculine, feminine, or neuter, singular or plural as the identity of the Person or Persons may require.

11.9         Severability. If any provision of this Operating Agreement or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Operating Agreement and the application there of shall not be affected and shall be enforceable to the fullest extent permitted by law.

11.10       Heirs, Successors, and Assigns. Each and all of the covenants, terms, provisions, and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Operating Agreement, their respective heirs, legal representatives, successors, and assigns.

11.11       Creditors. None of the provisions of this Operating Agreement shall be for the benefit of or enforceable by any creditors of the Company.

11.12       Counterparts. This Operating Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

20 

CERTIFICATE

The undersigned hereby agrees, acknowledges and certifies that the foregoing Operating Agreement and attached Exhibits constitutes the entire Operating Agreement of Gourmet Renee, LLC, dba Bircus Brewing Co., unanimously adopted by the Member of the Company as of March 11, 2016.

GOURMET RENEE, LLC,
a Kentucky limited liability company
By:	/s/ Paul Miller
Name:	Paul H. Miller
Title:	Manager
MEMBER:
By:	/s/ Paul Miller
Name:	Paul H. Miller
Title:	Member

21 

EXHIBIT A

Initial	Common		Initial Capital		Initial Share
Member	Units		Contribution		Total Capital
Paul Miller		1000	$	0.00	100	%

22 

EX1A-4 SUBS AGMT

Exhibit 4.1

SUBSCRIPTION AGREEMENT

THIS AGREEMENT made as of _________, among __________ (hereinafter referred to as the “Purchaser”) and Gourmet Renee LLC dba Bircus Brewing Company (hereinafter referred to as the “Company”).

WITNESSETH:

WHEREAS, the Purchaser wishes to buy from the Company and the Company wishes to sell to such Purchaser the number of shares set forth next to such Purchaser’s name on the attached Exhibit A, which Exhibit A is hereby incorporated herein by reference and made a part hereof.

NOW THEREFORE, in consideration of the mutual covenants and promises herein contained, it is agreed as follows:

1.            SALE AND PURCHASE. The Corporation agrees to sell a total of _____ of its shares of Common Membership Interests (“Common Units”) to the Purchaser. The Purchaser agrees to purchase such Common Units from the Company.

2.            PRICE. The Company and Purchaser agree that the purchase price for each Common Unit shall be One Thousand and 00/100 Dollars ($1,000.00).

3.            PAYMENT. The Company and Purchaser agree that the payment for the purchase payable by each Purchaser shall be as is set forth on Exhibit A, with the purchase price for said shares payable upon signing of this Agreement.

4.            PURCHASER REPRESENTATIONS. The Purchaser makes the following representations and warranties to the Company:

a. Purchaser is acquiring the units for Purchaser’s own account, solely for investment purposes and not with any present intention of entering into or making any subsequent sale, assignment, conveyance, pledge, hypothecation or other transfer thereof.

b. Purchaser has such knowledge and experience in business and financial matters and investments, especially in nonmarketable securities, and that Purchaser is capable of evaluating the risk and merits of this investment.

c. Purchaser is able to bear the economic risks of this investment.

d. Purchaser understands that there will be no market for the resale of the Common Units.

e. Purchaser has been provided with or permitted access to all information which Purchaser deems material to formulating an investment decision and that such information has been sufficient to make an informed investment decision.

f. Purchaser is aware of any and all restrictions imposed by the Company on the Common Units, including, but not limited to, the Amended and Restated Operating Agreement, as amended from time to time.

g. Purchaser is an individual resident of the State of _________of at least eighteen (18) years of age.

5.            TIME AND PLACE OF PERFORMANCE. The Company and Purchaser agree that delivery of the Common Units and the payment thereof shall take place at the offices of the Company at a time mutually agreeable to all parties. The Company agrees to execute such documents as may be reasonably necessary to effectuate the provisions of this Agreement.

6.            BINDING OBLIGATION. This Agreement shall be binding upon the parties hereto and their respective heirs, administrators, executors and assigns.

2

IN WITNESS THEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above mentioned.

Gourmet Renee LLC dba Bircus Brewing Co.

By:

Paul H. Miller, Manager

PURCHASER

3

Exhibit A

Purchaser’s Allotments

Purchaser	No. of Common Units Purchased	Total Purchase Price	Designated Amount
		$	$

4

EX1A-6 MAT CTRCT

Exhibit 6.1

PROMISSORY NOTE

Principal	Loan Date	Maturity	Loan No	Call / Coll	Account	Officer	Initials
$60,000.00	01-31-2016	07-31-2016	1		48038	***

References in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. Any item above containing “***” has been omitted due to text length limitations.

Borrower:	Gourmet Renee LLC (TIN: 45-4904900)	Lender:	CenterBank
	326 ELM STREET		MAIN OFFICE
	LUDLOW, KY 41016		744 State Route 28
			Milford, OH 45150

Principal Amount: $60,000.00 Date of Note:  February 2, 2016

PROMISE TO PAY. Gourmet Renee LLC (“Borrower”) promises to pay to CenterBank (“Lender”), or order, in lawful money of the United States of America, the principal amount of Sixty Thousand & 00/100 Dollars ($60,000.00), together with interest on the unpaid principal balance from January 31, 2016, calculated as described in the “INTEREST CALCULATION METHOD” paragraph using an interest rate of 3.500% per annum based on a year of 360 days, until paid in full. The interest rate may change under the terms and conditions of the “INTEREST AFTER DEFAULT” section.

PAYMENT. Borrower will pay this loan in one principal payment of $60,000.00 plus interest on July 31, 2016. This payment due on July 31, 2016, will be for all principal and all accrued interest not yet paid. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning February 29, 2016, with all subsequent interest payments to be due on the same day of each month after that. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any late charges; and then to any unpaid collection costs. Borrower will pay Lender at Lender’s address shown above or at such other place as Lender may designate in writing.

MAXIMUM INTEREST RATE. Under no circumstances will the interest rate on this Note exceed (except for any higher default rate shown below) the lesser of 25.000% per annum or the maximum rate allowed by applicable law.

INTEREST CALCULATION METHOD. Interest on this Note is computed on a 365/360 basis; that is, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this Note is computed using this method.

PREPAYMENT; MINIMUM INTEREST CHARGE. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. In any event, even upon full prepayment of this Note, Borrower understands that Lender is entitled to a minimum interest charge of $50.00. Other than Borrower’s obligation to pay any minimum interest charge, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower’s obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked “paid in full”, “without recourse”, or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender’s rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes “payment in full” of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: CenterBank, 744 State Route 28 Milford, OH 45150.

LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment or $50.00, whichever is greater.

INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this Note shall be increased by 2.000 percentage points. However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law.

DEFAULT. Each of the following shall constitute an event of default (“Event of Default”) under this Note:

Payment Default. Borrower fails to make any payment when due under this Note.

Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower.

Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower’s property or Borrower’s ability to repay this Note or perform Borrower’s obligations under this Note or any of the related documents.

False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower’s behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter.

Death or Insolvency. The dissolution of Borrower (regardless of whether election to continue is made), any member withdraws from Borrower, or any other termination of Borrower’s existence as a going business or the death of any member, the insolvency of Borrower, the appointment of a receiver for any part of Borrower’s property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.

Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower’s accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.

Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note.

Adverse Change. A material adverse change occurs in Borrower’s financial condition, or Lender believes the prospect of payment or performance of this Note is impaired.

	PROMISSORY NOTE
Loan No: 1	(Continued)	Page 2

Insecurity. Lender in good faith believes itself insecure.

Cure Provisions. If any default, other than a default in payment, is curable and if Borrower has not been given a notice of a breach of the same provision of this Note within the preceding twelve (12) months, it may be cured if Borrower, after Lender sends written notice to Borrower demanding cure of such default: (1) cures the default within ten (10) days; or (2) if the cure requires more than ten (10) days, immediately initiates steps which Lender deems in Lender’s sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.

LENDER’S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount.

ATTORNEYS’ FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender’s attorneys’ fees and Lender’s legal expenses, whether or not there is a lawsuit, including attorneys’ fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law.

JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other.

GOVERNING LAW. This Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Ohio without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of Ohio.

CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender’s request to submit to the jurisdiction of the courts of Hamilton County, State of Ohio.

CONFESSION OF JUDGMENT. Borrower hereby irrevocably authorizes and empowers any attorney-at-law, including an attorney hired by Lender, to appear in any court of record and to confess judgment against Borrower for the unpaid amount of this Note as evidenced by an affidavit signed by an officer of Lender setting forth the amount then due, attorneys’ fees plus costs of suit, and to release all errors, and waive all rights of appeal. If a copy of this Note, verified by an affidavit, shall have been filed in the proceeding, it will not be necessary to file the original as a warrant of attorney. Borrower waives the right to any stay of execution and the benefit of all exemption laws now or hereafter in effect. No single exercise of the foregoing warrant and power to confess judgment will be deemed to exhaust the power, whether or not any such exercise shall be held by any court to be invalid, voidable, or void; but the power will continue undiminished and may be exercised from time to time as Lender may elect until all amounts owing on this Note have been paid in full. Borrower waives any conflict of interest that an attorney hired by Lender may have in acting on behalf of Borrower in confessing judgment against Borrower while such attorney is retained by Lender. Borrower expressly consents to such attorney acting for Borrower in confessing judgment.

DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $30.00 if Borrower makes a payment on Borrower’s loan and the check or preauthorized charge with which Borrower pays is later dishonored.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower’s accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts, and, at Lender’s option, to administratively freeze all such accounts to allow Lender to protect Lender’s charge and setoff rights provided in this paragraph.

PRIOR NOTE. Replaces Promissory Note in the amount of $60,000.00 dated January 30, 2015, Promissory Note dated June 25, 2015 and Promissory Note dated September 18, 2015.

SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower’s heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns.

NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Borrower may notify Lender if Lender reports any inaccurate information about Borrower’s account(s) to a consumer reporting agency. Borrower’s written notice describing the specific inaccuracy(ies) should be sent to Lender at the following address: CenterBank, MAIN OFFICE, 744 State Route 28, Milford, OH 45150.

GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Borrower does not agree or intend to pay, and Lender does not agree or intend to contract for, charge, collect, take, reserve or receive (collectively referred to herein as “charge or collect”), any amount in the nature of interest or in the nature of a fee for this loan, which would in any way or event (including demand, prepayment, or acceleration) cause Lender to charge or collect more for this loan than the maximum Lender would be permitted to charge or collect by federal law or the law of the State of Ohio (as applicable). Any such excess interest or unauthorized fee shall, instead of anything stated to the contrary, be applied first to reduce the principal balance of this loan, and when the principal has been paid in full, be refunded to Borrower. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender’s security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several.

	PROMISSORY NOTE
Loan No: 1	(Continued)	Page 3

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE.

BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.

NOTICE: FOR THIS NOTICE “YOU” MEANS THE BORROWER AND “CREDITOR” AND “HIS” MEANS LENDER.

WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS. FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.

BORROWER:

GOURMET RENEE LLC
By.	/s/ PAUL H. MILLER
	PAUL H. MILLER, Member of Gourmet Renee LLC

LaserPro, Ver. 15.4.20.033 Copr. D+H USA Corporation 1997, 2016. All Rights Reserved. - OH c:\CFI\LPL\D20.FC TR-5629 PR-2

DISBURSEMENT REQUEST AND AUTHORIZATION

Principal	Loan Date	Maturity	Loan No	Call / Coll	Account	Officer	Initials
$60,000.00	01-31-2016	07-31-2016	1		48038	***

References in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. Any item above containing “***” has been omitted due to text length limitations.

Borrower:	Gourmet Renee LLC (TIN: 45-4904900)	Lender:	CenterBank
	326 ELM STREET		MAIN OFFICE
	LUDLOW, KY 41016		744 State Route 28
			Milford, OH 45150

LOAN TYPE. This is a Fixed Rate (3.500%) Nondisdosable Loan to a Limited Liability Company for $60,000.00 due on July 31, 2016.

PRIMARY PURPOSE OF LOAN. The primary purpose of this loan is for:

¨ Personal, Family, or Household Purposes or Personal Investment.

x Business (Including Real Estate Investment).

DISBURSEMENT INSTRUCTIONS. Borrower understands that no loan proceeds will be disbursed until all of Lender’s conditions for making the loan have been satisfied. Please disburse the loan proceeds of $60,000.00, together with funds contributed of $780.83, as follows:

Other Disbursements:	$	60,780.83
$60,000.00 Disbursed Funds
$600.00 Loan Fee
$180.83 January 31, 2016 Loan Payment
Amount Contributed by Borrower:	$	(780.83	)
$780.83 Non-Loan Funds Contributed By/For Borrower
Note Principal:	$	60,000.00

CHARGES PAID IN CASH. Borrower has paid or will pay in cash as agreed the following charges:

Prepaid Finance Charges Paid in Cash:	$	600.00
$600.00 Loan Fee
Total Charges Paid in Cash:	$	600.00

FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER’S FINANCIAL CONDITION AS DISCLOSED IN BORROWER’S MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS AUTHORIZATION IS DATED FEBRUARY 2, 2016.

BORROWER:
GOURMET RENEE LLC
By:	/s/ PAUL H. MILLER
	PAUL H. MILLER, Member of Gourmet Renee LLC

LaserPro, Ver. 15.4.20.033 Copr. D+H USA Corporation 1997, 2016. All Rights Reserved. - OH c:\CFI\LPL\120.FC TR-5629 PR-2

EX1A-6 MAT CTRCT

Exhibit 6.2

LEASE AGREEMENT

This Lease Agreement made as of the _____ day of _______________, 20__, by and between High Hope and Luck Lu LLC a Kentucky LLC, for and on behalf of itself and it affiliates, hereinafter called the “Landlord” and Gourmet Renee LLC dba Bircus Brewing Co, a Kentucky LLC hereinafter called the “Tenant.”

RECITALS:

WHEREAS, Landlord desires to provide space within its facilities and on its land for a brewery, brewpub, outdoor beer garden and entertainment center;

NOW, THEREFORE, in consideration of the mutual promises, covenants and obligations herein made and undertaken, Landlord and Tenant mutually agree as follows:

1.          Premises. Landlord, in consideration of the performance by Tenant of the covenants hereinafter provided, which Tenant agrees to fully and promptly perform, does hereby lease to Tenant the Building (“Building”), Land, parking lot, and improvements (“Premises”) located at 326 Elm St., Ludlow, KY. The Building is also known as the Ludlow Theater. The Premises are further described or depicted upon Exhibit A attached hereto. 

2.          Term. The term of this Lease shall be for a period of five years, commencing on March 1, 2016, and terminating on March 1, 2021, unless sooner terminated, as set forth herein (“Initial Term”). During the Initial Term and thereafter, if notice of intent to terminate this Lease is not provided at least thirty (30) days prior to the end of the then current term, the Lease term shall automatically renew for successive one-year renewal periods on the same terms and conditions hereof.

3.          Rental Payment. Tenant shall pay Landlord a base rental payment equal to fifteen percent (15%) of the Tenant’s gross revenues for each month, assuming that this amount is no more than Three Thousand Dollars ($3,000.00) per month. Under no circumstances will Tenant be required to pay more than Three Thousand Dollars ($3,000) in any one month. The rent is payable in advance on or before the tenth day of each month. In addition to rent, Tenant agrees to directly pay all other costs and expenses which are the responsibility of Tenant as set forth in this Lease. Tenant herein agrees to pay Landlord a late fee equal to five percent (5%) of the then due monthly rental amount if Landlord has not received Tenant’s monthly rental payment within five (5) days after the tenth day of the month when due.

4.          Landlord Refund to Tenant. Landlord understands and acknowledges the Tenant intends to make significant improvements to the Premises in order to allow the Tenant to carry on its business of brewery, brewpub, beer garden, and entertainment center at the Premises. Landlord agrees to refund the value of all improvements Tenant makes to the property to the Tenant in the event that the Tenant’s brewery, brewpub, beer garden, and entertainment center never operates at the Premises.

5.          Place of Rental Payment. Rent shall be payable by Tenant to Landlord at such place as Landlord may designate in writing from time to time and rent shall be payable promptly without deduction, set off or demand.

6.            Triple-Net Lease. Tenant acknowledges that this Lease is intended to be a “triple-net lease,” and shall be carefree to the Landlord except as otherwise set forth herein.

7.            Utilities. Tenant agrees to pay or cause to be paid all utilities on the Premises, including, without limitation, any and all charges for gas, electricity, light, heat, power, telephone or other communication services used, rendered or supplied in connection with the Premises and all water rents and sewer services or charges which are levied upon or charged against the Premises during the term of this Lease. Landlord shall not be liable to Tenant in damages or otherwise if any utilities or services are interrupted due to causes beyond Landlord’s reasonable control, nor shall any such interruption or termination be deemed a constructive eviction of Tenant or relieve Tenant of any of its obligations under this Lease.

8.            Taxes. Tenant shall pay, as Additional Rent, all Real Estate Taxes, which shall, during the term of this Lease, be assessed or imposed upon, or become due and payable, or a lien upon the Premises or any portion thereof. Upon request, the Tenant will furnish the Landlord with proof satisfactory to the Landlord evidencing the payment thereof. Tenant shall be responsible for and shall pay before delinquency all municipal, county, federal or state taxes coming due during or after the Lease Term against Tenant’s interest in this Lease or against personal property of any kind owned or placed in, upon or about the Premises by Tenant, including taxes on Tenant’s business in the Premises or machinery, equipment, inventory or other personal property or assets of Tenant.

9.            Insurance

a.           Tenant shall keep the Premises insured against loss by fire or other casualty in an amount determined by Tenant, or may self-insure, at Tenant’s option.

b.           Tenant shall at all times, and at its sole cost, maintain commercial general insurance on the interior of the Premises with aggregate limits for personal injury and property damage of at least $1,000,000. Such public liability policy shall designate Landlord and Tenant as named insurers as their respective interests may appear, and Tenant shall provide Landlord with a copy thereof and shall exhibit receipts showing payment of premiums on request from Landlord. Tenant shall also be responsible for keeping the furniture, fixtures, equipment and other property owned or leased by Tenant and situated at the Premises insured against loss by fire or other casualty. Notwithstanding the foregoing, if Tenant’s insurance obligations pursuant to this Section 9(b) are covered by Landlord’s self-insurance program due to the a parent-subsidiary or other affiliation of the parties unrelated to this Lease, Tenant shall not be obligated to obtain additional insurance to comply with this Section 9(b).

c.           Tenant shall maintain public liability insurance (or self-insure) for the exterior areas of the Building in limits determined by Tenant.

10.           Interruption of Service. Landlord does not warrant that any utility service or other services to be provided by Landlord will be free from interruption due to causes beyond Landlord’s reasonable control. In the event of temporary interruption of service or unavoidable delay in making of repairs, the same shall not be deemed an eviction or disturbance of Tenant’s use and possession of the Premises nor render Landlord liable to Tenant for damages, abatement of rent or otherwise, nor shall the same relieve Tenant from performance of Tenant’s obligations under this Lease.

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11.         Mutual Waiver of Subrogation. In addition to any other waiver herein contained, Landlord and Tenant, to the extent permitted in their respective insurance policies or coverages, each waive any right of action each may acquire against the other by loss or damage to its property or to property in which it may have an interest in or upon the Premises or the Building where such loss is caused by fire or perils usually included in fire and all risk insurance coverage, vandalism or sprinkler leakage, regardless of fault or negligence.

12.         Repairs. Except for ordinary wear and as otherwise provided in this Lease, Tenant shall, at Tenant’s sole expense, keep in good order, condition and repair the interior of the Premises, and shall promptly and adequately repair all damage to the interior of the Premises and replace or repair all glass, fixtures, equipment and appurtenances therein damaged or broken, under the supervision and with the approval of Landlord, and if Tenant does not do so Landlord may, but need not, make such repairs and replacements, and Tenant shall promptly pay Landlord the cost thereof.

13.         Compliance with Laws. Tenant shall comply with all Federal, State, County and local laws, ordinances, rules and regulations affecting or respecting the use or occupancy of the Premises by the Tenant or the business at any time thereon transacted by the Tenant.

14.         Covenant of Quiet Enjoyment. Tenant, upon paying the rents and keeping and performing the covenants of this Lease to be performed by Tenant, shall peacefully and quietly hold, occupy and enjoy said Premises during the initial term or any renewal of this Lease without any hindrance or molestation by Landlord or any person lawfully claiming under Landlord.

15.         Assignment and Subletting; Rights of First Refusal. Tenant shall not assign or sublet this Lease, the Premises or any portion thereof, unless Tenant has obtained the prior written approval of Landlord, in Landlord’s sole discretion.

16.         Fire or Other Casualty. Should the Premises be damaged or destroyed by any cause, then either party may terminate this Lease upon written notice to the other party. If this Lease is not terminated, and Landlord determines to reconstruct the Building and Premises, there shall be an equitable abatement of rent during the period that the Premises may be wholly or partially unavailable for use by Tenant for its operations. Landlord shall have no obligation to repair or restore.

17.         Eminent Domain. If the whole of the Premises or access thereto by public highway shall be taken by any public authority under the power of the eminent domain or if so much of the Building shall be taken by any such authority under the power of eminent domain so that Tenant cannot continue to operate its business in the Premises, then the terms of this Lease shall cease as of the day possession shall be taken by such public authority and the rent shall be paid up to that day with proportionate refund by Landlord of any such rent as may have been paid in advance. The amount awarded for any taking under the power of eminent domain shall belong to and be the sole property of Landlord whether such amount be awarded as compensation for diminution in value to Tenant’s leasehold or to Landlord’s fee interest in the Land or as damage to the residue.

18.         Waiver. No waiver of any of the covenants or agreements herein contained or of any breach thereof shall be taken to constitute a waiver of any other or subsequent breach of such covenants and agreements or to justify or authorize the non-observance at any other time of the same or of any other covenants or agreements.

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19.         Removal of Furniture and Equipment. Tenant shall be privileged at any time to remove any of its furniture or equipment from the Premises, provided, however the Premises shall be restored by Tenant at its sole expense to its original condition, ordinary wear and tear excepted.

20.         Notices. All notices required or permitted to be given under this Lease shall be given at the following address:

To Landlord:	High Hope & Luck Lu, LLC
	322 Elm St.
	Ludlow, KY  41016
To Tenant:	Bircus Brewing Co.
	322-326 Elm St.
	Ludlow, KY  41016

or at such other place as such party may designate in writing. All notices shall be in writing and shall be sent by certified mail, postage prepaid.

21.         Subordination. Notwithstanding anything to the contrary herein, this Lease is subject and subordinate to all mortgages which may now or hereafter affect the Premises, the Building, or the Land and to all renewals, modifications, consolidations, replacements and extensions thereof. In addition, Tenant consents to the collateral assignment of this Lease by Landlord to any lender of Landlord who now or hereafter provides financing for the Building or Land. This clause shall be self-operative and no further instrument of subordination shall be required by any mortgagee. In confirmation of such subordination, Tenant shall execute promptly any subordination certificate that Landlord may request.

22.         Fixtures, Alterations and Unauthorized Use of Premises. All Tenant’s fixtures, installations, and personal property not removed from the Premises within one hundred and eighty (180) days of expiration or termination, shall be conclusively presumed to have been abandoned by Tenant and title thereto shall pass to Landlord under this Lease as by a bill of sale, unless Landlord elects not to accept title to any such items. All Tenant’s fixtures, installations and personal property removed within one hundred and eighty (180) days of expiration or termination shall be conclusively determined to be property of the Tenant.

23.         Redelivery of Premises. Tenant shall, on the expiration of this Lease, deliver up the Premises in as good order and condition at it now is or may be put by Landlord, reasonable use and ordinary wear and tear and damage by fire or other unavoidable casualty, condemnation or appropriation excepted, and Tenant shall promptly surrender all keys to the Premises to Landlord.

24.         Examining Premises. Landlord or its duly authorized agent shall have the right to enter the Premises at all reasonable time to examine the condition of the same and to make repairs to the Premises or Building.

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25.           Indemnification. Tenant shall pay all loss or damage occasioned by or arising out of the use and occupancy of the Premises by Tenant and its agents, employees and invitees, and Tenant will indemnify, defend and save Landlord harmless from and against any loss or liability thereby or therefor and from and against any expense, cost and attorney fees incurred in connection with any such claim.

26.           Cleanliness of Premises. Tenant will keep the interior of the Premises clean and will not store any refuse, trash or hazardous materials in or around the Building.

27.           Rights Reserved to Landlord. Landlord shall have the following rights exercisable without notice and without liability to Tenant for damage or injury to property, person or business (all claims for damage being hereby released), and without affecting or disturbing Tenant’s use or possession or giving rise to any claim for setoffs, or abatement of rent:

a.           To decorate, remodel, repair, alter or otherwise prepare the Premises for reoccupancy if during the term of this Lease, Tenant vacates the Premises, or at any time after Tenant abandons the Premises.

b.           At any time or times, to decorate and make repairs, alterations, additions and improvements, structural or otherwise, in or to the Premises, the Building or parts thereof and to perform any acts related to the safety, protection and preservation thereof, and during such operations to take into and through the Premises or any part of the Building all material and equipment required and to close or temporarily suspend operation of entrances, doors, corridors, elevators or other facilities, provided that Landlord shall cause as little inconvenience or annoyance to Tenant as is reasonably necessary in the circumstances, and shall not do any act which permanently reduces the size of the Premises. Landlord may do any such work during ordinary business hours and Tenant shall pay Landlord for overtime and any other expenses incurred if such work is done during other hours at Tenant’s request.

28.           Remedies Reserved to Landlord. All rights and remedies of Landlord herein enumerated shall be cumulative and none shall exclude any other right or remedy allowed by law:

a.           If any voluntary or involuntary petition or similar pleading under any section or sections of any bankruptcy act shall be filed by or against Tenant, or if any voluntary or involuntary proceeding in any court or tribunal shall be instituted to declare Tenant insolvent or unable to pay Tenant’s debts, or if Tenant makes an assignment for the benefit of its creditors, or if a trustee or receiver is appointed for Tenant or for the majority part of Tenant’s property, then and in any such event Landlord may, if Landlord so elects but not otherwise, and with or without notice of such election, and with or without entry or other action by Landlord, forthwith terminate this Lease.

b.           If Tenant defaults in the prompt payment of rent and such default shall continue for five (5) or more days after written demand that the same is due and payable, or if Tenant defaults in the performance or observance of any other provision of this Lease and such other default shall continue for ten (10) or more days after notice thereof shall have been given to Tenant, or if the leasehold interest of Tenant be levied upon under execution or attached by process of law, or if Tenant abandons the Premises, then and in any such event, Landlord, if it so elects, with or without notice or demand, forthwith, or at any time thereafter while such default continues, either may terminate Tenant’s right to possession, without terminating this Lease, or may terminate this Lease.

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c.           Upon any termination of this Lease, whether by lapse of time or otherwise, or upon any termination of Tenant’s right to possession without termination of this Lease, Tenant shall surrender possession and vacate the Premises immediately, and deliver possession thereof to Landlord, and hereby grants to Landlord full and free license to enter into and upon the Premises in such event with or without process of law and to repossess Landlord of the Premises as of landlord’s former estate and to expel or remove Tenant and any other who may be occupying or within the Premises and to remove any and all property therefrom, using such force as may be necessary, without being deemed in any manner guilty of trespass, eviction, forcible entry or detainer, or conversion of property, and without relinquishing Landlord’s rights to rent or any other right given to Landlord hereunder or by operation of law. Tenant expressly waives the service of any demand for the payment of rent or for possession and the service of any notice of Landlord’s election to terminate this Lease or to reenter the Premises, including any and every form of demand and notice prescribed by any statute or other law, and agrees that the simple breach of any covenant or provision of this Lease by Tenant shall, of itself, without the service of any notice or demand whatsoever, constitute a forcible detainer by the Tenant of the Premises within the meaning of the statutes of the State of Ohio.

d.           If Tenant abandons the Premises or otherwise entitles Landlord to so elect, and if Landlord elects to terminate Tenant’s right to possession only, without terminating this Lease, Landlord may, at Landlord’s option, enter into the Premises, remove Tenant’s signs and other evidences of tenancy, and take and hold possession thereof as provided herein without such entry and possession terminating the Lease or releasing Tenant, in whole or in part, from Tenant’s obligation to pay the rent hereunder for the full term and any renewal of this Lease. Upon and after entry into possession without termination of this Lease, Landlord may, but need not, relet the Premises or any party thereof for the account of Tenant to any person, firm or corporation other than Tenant for such rent, for such time and upon such terms as Landlord, in Landlord’s sole discretion, shall determine, and Landlord shall not be required to accept any tenant offered by Tenant or to observe any instructions given by Tenant about such reletting. In any such case, Landlord may make repairs, alterations and additions in or to the Premises, and redecorate the same to the extent deemed by Landlord necessary or desirable, and Tenant shall, upon demand, pay the cost thereof, together with Landlord’s expenses of the reletting. If the consideration collected by Landlord upon any such reletting for Tenant’s account is not sufficient to pay the full amount of unpaid rent reserved in this Lease, together with the costs of repairs, alterations, additions, redecorating and Landlord’s expenses, Tenant shall pay to Landlord the amount of such deficiency upon demand and if the consideration so collected from any such reletting is more than sufficient to pay the full amount of the rent reserved herein, together with the costs and expenses of Landlord, Landlord, at the end of the stated term of this Lease, shall account for the surplus to Tenant.

e.           If Landlord elects to exercise its rights to terminate the Lease or to terminate Tenant’s right to possession of the Premises, without terminating this Lease, as provided in this Section, Landlord may elect to hold Tenant liable for all rent and other indebtedness accrued through the date that the Lease is terminated or Tenant’s right to possession of the Premises is terminated. At Landlord’s election, Tenant shall also be immediately liable for all rent and other indebtedness that otherwise would have been payable by Tenant pursuant to this Lease during the remainder of the term of the Lease had there been no default by Tenant thereunder, reduced by any sums actually received by Landlord from the reletting of the Premises during the term of this Lease.

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f.            Any and all property, which may be removed from the Premises by Landlord pursuant to the authority of this Lease or of law, to which Tenant is or may be entitled, may be handled, removed or stored in a commercial warehouse or otherwise by Landlord at the risk, cost and expense of Tenant, and Landlord shall in no event be responsible for the value, preservation or safekeeping thereof. Tenant shall pay to Landlord, upon demand, any and all expenses incurred in such removal and all storage charges against such property so long as the same shall be in Landlord’s possession or under Landlord’s control. Any such property of Tenant not removed from the Premises or retaken from storage by Tenant within thirty (30) days after the end of the term, however terminated, shall be conclusively deemed to have been forever abandoned by Tenant.

g.           Tenant shall pay all Landlord’s costs, charges and expenses, including fees of counsel, agents and others retained by Landlord, incurred in enforcing Tenant’s obligations hereunder or incurred by Landlord in any litigation, negotiation or transaction in which Tenant causes Landlord, without Landlord’s fault, to become involved or concerned.

h.           If Tenant violates any of the terms and provisions of this Lease, or defaults in any of its obligations hereunder, other than the payment of rent or other sums payable hereunder, such violation may be restrained or such obligation enforced by injunction.

29.          Damage to Personal Property. All equipment, fixtures and personal property belonging to the Tenant or to any other person which is located in or about the Premises (including, without limitation, parking areas) shall be there at the sole risk of the Tenant or such other person, and neither the Landlord, nor Landlord’s employees or agents, shall be liable for the theft or misappropriation thereof, or any damage or injury thereto. Tenant further agrees that neither the Landlord, nor Landlord’s employees or agents, shall be responsible for any damage or injury to Tenant or to any other persons or to any of their property caused by water, snow, frost, steam, heat or cold, dampness, falling plaster, sewers or sewage, gas odors, noise, the bursting or leaking of pipes, plumbing, electrical wiring and equipment or any other fixtures, or by any act or negligence of other tenants or occupants of the Building. Tenant shall be responsible for obtaining its own insurance on Tenant’s equipment, fixtures and other personal property, in addition to Tenant’s responsibility to obtain the liability insurance as specified in this Lease.

30.          Holding Over. In the event Tenant remains in possession of the Premises after the date of expiration of the initial term of this Lease or any renewal option timely exercised by the Tenant, then, unless a new agreement in writing shall have been entered into between the parties hereto, the Tenant shall be a tenant from month to month, and such tenancy shall otherwise be subject to all of the covenants and conditions of this Lease except that the rent shall be at 110% of the prior monthly rental rate or at other rates fixed by the Landlord.

31.          Miscellaneous.

a.           Landlord and Tenant each represent and warrant to the other party that there are no brokers involved in this transaction and no claims for brokerage commissions or finder’s fees in connection with the negotiation and execution of the Lease, and each party agrees to indemnify and hold the other party harmless from and against all liabilities and expenses arising out of any such claims for broker commissions or finder’s fees.

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b.           No waiver of any of the covenants or agreements contained in this Lease or any breach thereof shall be construed as a waiver of any other or subsequent breach of such covenants and agreements or to justify or authorize the nonobservance at any other time of the same or of any other covenants or agreements. To be effective against the Landlord, any waiver of any term or condition of this Lease must be in writing executed by Landlord.

c.           The recording of this Lease is prohibited.

d.           This Lease shall be binding upon the parties hereto and their respective heirs, successors, representatives, and permitted assigns.

e.           This Lease shall be governed by the laws of the Commonwealth of Kentucky.

32.          Entire Agreement. This agreement constitutes the entire understanding between the parties and supersedes all prior agreements. No waiver, modification or addition to this Lease shall be valid unless in writing and signed by both Landlord and Tenant.

IN WITNESS WHEREOF, Landlord and Tenant have executed this instrument.

Tenant:	Landlord:
Gourmet Renee LLC dba Bircus Brewing Co.	High Hope and Luck Lu LLC, a Kentucky LLC
a Kentucky LLC
By:	By:
Title:	Title:

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EXHIBIT A

[Description of Premises]

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EX1A-11 CONSENT

Exhibit 11.1

BIRCUS BREWING CO.,

CONSENT FOR SECURITIES FILINGS AND SOLICITATIONS

The undersigned hereby grants Bircus Brewing Co., a limited liability company registered in the Commonwealth of Kentucky, 322-326 Elm St., Ludlow, Kentucky 41016, and all of its owners, affiliates, subsidiaries, employees, representatives, licensees, successors and assigns (collectively “Bircus”), the right and permission to use, publish, or print the undersigned’s name and a description of the undersigned’s affiliation and work with Bircus for the purposes of a Regulation A+ Securities Exchange Commission filing and various related state securities filings. The undersigned also permits Bircus to use the undersigned’s name and a description of the undersigned’s affiliation and work with Bircus in Bircus’s efforts to sell securities.

The undersigned hereby waives for himself any and all rights with respect to his name and the description of his affiliation and work with Bircus and any other materials that may be used in connection with them.

The undersigned hereby holds harmless and releases and forever discharges Bircus Brewing Co., its owner’s affiliates, subsidiaries, representatives, advisors from all claims, demands, liability and causes of action which the undersigned, his heirs, representatives, executives, administrators or any other persons acting on the undersigned’s behalf, have or may have by reason of this Consent Form.

This authorization is continuous and may only be withdrawn by the undersigned’s specific written rescission or termination of this authorization. The undersigned has thoroughly read this Consent before signing below, and the undersigned fully understands the contents, meaning and impact of this Consent Form.

THE UNDERSIGNED HAS READ AND FULLY UNDERSTANDS THE CONTENTS OF THIS CONSENT, AND SIGNS IT FREELY AND VOLUNTARILY.

/s/ Alexander Clemens
Alexander Clemens
(Print Name)
Date:	3/11/16

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