the pusser’s brand

THE PUSSER'S BRAND OPPORTUNITY

Investor Summary for Pusser's Holdings LLC Harbor Cap Partners LLC

July 2015

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DISCLAIMER

This presentation contains proprietary and confidential information that is the property of Pusser’s Holdings Investment LLC (“Pusser’s”). Neither this presentation nor the proprietary information contained herein may be published, reproduced, copied, disclosed, or used for any purposes other than the review and consideration of the company’s business without the written approval of Pusser’s. All statements, other than statements of historical fact, including, without limitation, those with respect to our objectives, plans and strategies set forth herein and those preceded by or that include the words “believes,” “expects,” “targets,” “intends,” “anticipates,” “plans,” or similar expressions, are forward-looking statements. Although we believe that such forward-looking statements are reasonable, we can give no assurance that our expectations are, or will be, correct. The financial projections set forth herein have not been prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP) and have not been examined or reviewed by independent public accountants. Also, we have included certain non-GAAP financial measures in this Investment Presentation, including earnings before interest, income taxes, depreciation and amortization (“EBITDA”) to enhance your understanding of our financial performance and help you assess our operating performance. EBITDA is not a measure under U.S. GAAP and our use of the term EBITDA may vary from others in our industry or other industries. EBITDA should not be considered as alternatives to net income (loss), operating income or any other performance measures derived in accordance with U.S. GAAP, as measures of operating performance or operating cash flows or as measures of liquidity. This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities.

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Pusser's : Brand Overview The Pusser's global brand traces its origin back to 1655 when Great Britain’s Royal Navy first introduced navy rum

into their fleet, thus creating what was to become known as “The Pusser's Tradition.”

On July 31, 1970, the First Sea Lord, Admiral of the Fleet Sir Michael Le Fanu, ordered that the 350 years old tradition of the daily issue of Pusser's Rum on board British warships cease. This date , known as “Black Tot Day,” is celebrated each year around the world, particularly in English speaking countries with their tie to the Royal Navy.

In 1979, Charles Tobias -- entrepreneur, sailor, and global adventurer -- secured the rights to the name and blending formula of this 350 year old tradition and launched British Navy Pusser's Rum from his base in the British Virgin Islands (BVI), a Crown Colony of Great Britain. The BVI are renowned as the Charter Boat Capital of the World, and the potential exposure to his Pusser's Brand was obvious. For the first time, the Royal Navy’s treasured rum was commercially available. It has since won six gold, double gold and platinum medals and two Masters awards in the world’s most prestigious competitions, creating a cult following for the Pusser's Brand and its Pusser’s products with sailors and boaters around the world.

Today, the Pusser's Brand is a global lifestyle brand that blends its authentic 350 year old nautical tradition with “a taste of the real Caribbean” in three related segments: spirits, food & beverage, and lifestyle merchandise of its own proprietary design. All of the key elements of a successful, scalable business are in place. Pusser's is not a start-from-scratch concept, but one that has been profitable for over 30 years. It is a brand that is known to most every sailor worldwide and in the major marinas in the United States. It is an aspirational brand which can be scaled quickly and profitably with the right management and financial backing.

No Lifestyle Brand can connect with sailors and boaters better than Pusser's. Thus the Pusser's concept of placing Pusser's restaurants, bars, hotels, and retail stores in select marinas and waterfront locations connects to the sailing heritage of the brand and its International following which the brand enjoys amongst the nautical community around the world. There is enormous demand from individual and major developers, marina owners, and operators to have a Pusser's Landings in their marinas and waterfront communities as part of our overall branding concept. The market potential within this affluent group is immense, with over 14,000 marinas just in the United States. A Pusser's flag in a marina will create a consistent branded marina experience for boat owners and a halo effect to the overall Pusser's Brand. There is nothing like the authenticity of Pusser’s to brand marinas around the world. 3

Pusser's Holdings: Investment Summary Harbor Cap Partners (HCP) is focused on providing expansion capital to existing consumer brands, and

together with the Founder of Pusser’s, Charles Tobias, and an extremely talented group of operators and advisors has developed a tremendous opportunity to build Pusser's into a major lifestyle brand based in and around US, Caribbean, and International marinas and waterfront locations.

Because of Tied House Rules, the rum business will not be purchased and is run by Pusser's Rum Limited. Pusser’s Holdings will own all other segments of the brand except for the spirits classification, which includes all other trademarks for apparel, food, accessories, restaurants, bars, etc. The growth and profit potential of the non-rum side of the business is tremendous and far exceeds that of the rum side.

The Pusser’s consolidation and growth plan requires HCP to invest new capital to purchase all of the remaining Pusser's operations in the BVI and the US, in partnership with Charles Tobias and Gary Rogalski (part owner/operator of the Pusser's US operations) This will consolidate the 5 existing restaurants, 5 retail operations, all of the apparel and merchandising operations, including the internet.

HCP, Tobias, and Rogalski have assembled a strong management and board advisory team, including such consumer brand visionaries as Neil Fiske (current CEO of Billabong, former CEO of Bath & Body Works, Eddie Bauer, and 14 years at Boston Consulting) and William Sweedler (Co-Founder of Tengram Capital Partners and former CEO of Windsong Brands), to advise the company on achieving its growth objectives.

Pusser's Holdings LLC is raising $10 million of capital for a 50+% ownership which will allow HCP to complete the purchase of all of the remaining assets of the Pusser's US and BVI operations for approximately $6 million, and will provide the working capital necessary for the expansion and development of the Pusser's lifestyle brand across all channels. All Pusser’s Intellectual Property and Trademarks were purchased in 2014. The current owner of the US will rollover 50% of their equity ($2.75M) into Pusser’s Holdings, as one of the partners is retiring. Pusser’s Holdings would initially generate over $20 million in sales and a $1.8 million EBITDA in year one as a combined company. This investment is not being valued as a multiple of current EBITDA, but as the acquisition of Intellectual Property of a great brand with significant assets, growth potential, and enormous upside.

Pusser’s Holdings objective is to achieve an enterprise value in excess of $100 million within three to four years, culminating in an IPO and public listing to help attract additional capital for global expansion. 4

PUSSER'S BRAND HISTORY

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A Brand is a Story Well Told – And There’s No Story Like Pusser's

Pusser's Brand DNA

350 years of British Naval tradition and heritage

Authentic blend of Tropical , Nautical, and Tradition

An emotional bond with boaters and sailors

“Pusser's” – a synonym for “The Best There Is”

Authentic brand history

Surrounded by legendary stories and folklore

Global

Intrepid and adventurous

Symbolizes courage, fortitude, and strength

Fun and festive

Ceremony and celebration

The father of the most famous signal in the Code Book : “Splice the Main Brace”!

The Pusser's tradition began in 1655 when Great Britain’s Royal Navy replaced the daily beer ration on its ships with what we know today as Pusser's Rum. One pint a day, a blend of five Caribbean rums, was issued by the purser to his ship’s crew. Over the years, items issued by the purser, came to be called Pusser's – thus the name “Pusser's Rum.” This Pusser‘s tradition continued for more than three centuries until discontinued by the First Sea Lord of the Royal Navy’s Admiralty Board in 1970. In 1979, with the Admiralty’s blessing, Charles Tobias resurrected the Royal Navy’s rum as a commercial brand after securing rights to its name, the original blending formula, and the right to use the Navy’s White Ensign on a label. Thus 350 years of colorful, authentic Pusser's tradition was rescued from the scrap heap of history. Today Pusser's is positioned to become one of the world’s great brands.

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PUSSER'S BRAND COMPONENTS:

SPIRITS FOOD, BEVERAGE & HOSPITALITY

LIFESTYLE MERCHANDISE

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Spirits

The Pusser's Rum Brands are under separate ownership and management due to the Tied House Rules, which in the US prohibit the owner of a spirit brand from pouring their own product in a bar that they own or control. Pusser's West Indies provides consulting and marketing services to the Pusser's Rum Brands. Charles Tobias remains global brand ambassador.

Food, Beverage, Hospitality

Pusser's Landings and Grilles: A composite Restaurant/Bar and Pusser's Store • Five-year potential: 20 units,

$100 million in sales • Long term potential: 50 units,

$200 million in sales

Painkiller Rum Bars: Smaller format bars with limited food menu, prime marketing of Pusser's and other fine rums and accessories. • Five-year potential: 15 units,

$30 million sales. • Long-term potential: 50 units

globally, $100 million in sales Pusser’s Marina Hotels: Boutique hotels that include marina, restaurant and retail store. The hotel would be licensed, but would be designed by Pusser’s. Pusser’s would be paid a design fee, up front licensing fee and on-going licensing royalties as a percentage of revenues. • Five-year potential: 10 units, $5

million in annual royalties • Long-term potential: 50 units, $25

million in annual royalties

Lifestyle Merchandise

Unique positioning: Authentically Tropical and Nautical; “Tradition since 1655”. Men’s and Women’s Apparel

Accessories, Leather Goods, Bath and Body

Rum Cake and Condiments: “A taste of the real Caribbean”

Home

Giftables

Retail Stores and Direct Channel Potential (e-commerce via catalog and internet): • Five-year potential: $25-50

million • Long-term potential: $100+

million • Leveraging multi-channel

customer database and economics

The Pusser’s Brand Components

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A Rum Like No Other

• Pusser’s Rum Ltd. bottles, blends and distributes the original Royal Navy rum – the most historic and traditional rum available today.

• Pusser’s Rum is handcrafted and artfully blended with wooden and pot still spirits from Guyana and Trinidad – rich and full-bodied, with an unsurpassed smoothness.

• In 2001, Pusser's Rum began winning awards and continues to do so. In 2014, Pusser's earned the following prestigious awards and accolades:

- Masters Medal: Rum Masters, Dark Rum Over 12 Y.O., Pusser’s Aged 15 Years

- Masters Medal: Rum Masters, Dark Rum Up to 7 Y.O., Pusser’s Gunpowder Proof

- Gold Medal: International Spirits Challenge, Pusser’s Gunpowder Proof

- Gold Medal: International Spirits Challenge, Pusser’s Aged 15 Years

- Gold Medal: World Rum Awards, Overproof, Pusser’s Gunpowder Proof

• See video link at:

http://www.youtube.com/watch?v=ak7-2KbrZjo

Component: Spirits – Pusser’s Rum

A Note on Authenticity

Unlike other so-called Caribbean brands, Pusser's is the real deal. Our history in the BVI goes back to the British colonial period. We are Caribbean and we bring that authenticity to everything we do.

Increasingly consumers are looking for authenticity and genuine differentiation in the brands they choose. They want to be part of something that is both real and aspirational . . . true stories that inspire and spread like wildfire through word of mouth. They can tell the real from the fake and want to be in the club of insiders who really know the difference.

We live here. Our products and services capture the true essence of the Caribbean. Every product, every service has provenance and purpose . . . a point of origin and a reason for being. We are the original, authentic Caribbean lifestyle brand and it shows in everything we do.

People prefer the real thing to the artificial. Pusser's is real Caribbean – whether you are in the Caribbean or just wish you were.

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Component: Food, Beverage, & Hospitality Pusser’s Food and Beverage Concepts are Founded on an Authentic Caribbean Experience

Annapolis Location Generates over $9 million annually

• No lifestyle brand connects with sailors and boaters like Pusser's. Thus the Pusser's Landings concept, with restaurant, bar and store, on or near water, connects to the sailing heritage of the brand and its cult-like following among sailors around the world. There is strong interest from individual and major marina owners/operators to flag marinas with the Pusser’s brand and this represents a significant expansion opportunity for the Pusser’s Landings concept.

• Market potential is immense, with over 14,000 marinas in the United States alone. A Pusser's flagged marina will create a consistent branded marina experience for boat owners and a halo to the overall Pusser's brand. Marinas will take the name of their location, for example, “Pusser's Landing - Key West.” The Pusser's name will be licensed to marina owner/operators who meet strict service and brand standards. Pusser's Holdings will operate the restaurant/stores within the marina facility. The Landings concept will be supported with low cost, highly targeted advertising in waterway guides and the internet. Names and emails of boaters will be captured for our catalog and internet business. Enhances the building of the following that Pusser's already enjoys amongst its high net worth and well-connected patrons.

• Unit economics for restaurant/bars/stores − Sales: $4.0 million − Mix: 55% food, 35% beverage, 10% Merchandise − Four wall EBITDA: $600,000; 15% − Net capital investment: $750,000/unit

• Goal is to open 15 company-owned units over 5 years, with a long term market potential of 50-100 globally.

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Pusser's Landings Growth Plan

The location

The store: exterior to the left, and interior right. 12

Pusser’s Landing – Marina Cay, BVI

Above: The original Pusser's Landing

Below: The current Pusser's Landing

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Pusser’s Landing – Sopers Hole, BVI

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• The Grille concept is similar in many ways to a Pusser's Landing. The main differentiating factor: Grilles are located outside of marinas. It has a restaurant and bar format that delivers “A taste of the Real Caribbean” with authentic Caribbean cuisine and our extensive Pusser's Rum Drink Menu, plus an assortment of best selling Pusser's merchandise. The typical Caribbean Grille occupies 5,000-6,000 square feet, with 200-250 seats indoors. Where appropriate, outdoor seating is also offered.

• These concepts are based on more than 25 years experience developing and operating the Pusser's F&B concept, both in the US and the Caribbean. Unit economics and the product have been steadily improved as the concept has been refined. Unit economics in the plan are:

− Sales: $4.0 million − Mix: 55% food, 35% drink, 10 % merchandise − EBITDA: $600,000, 15% − Net capital investment: $750,000/unit

• Of the 15 company-owned restaurants that will be opened over the next five years, with an additional 20 to be franchised, a mix of these will be Pusser’s Caribbean Grilles.

• Further differentiation of the Pusser's Brand will be achieved by having our Master Chef and Master Barman author definitive books; one on Caribbean cuisine, and the other on Caribbean drinks. These will be featured in our marketing collateral, and will play a major role in selling the Pusser's Brand as the definitive authority on genuine Caribbean food and drink.

Pusser's Caribbean Grille, Ponte Vedra, Florida

Pusser’s Caribbean Grille

Bar format (1,500-3,000 sq feet) with broad demographic appeal, especially among younger consumers. Bars will feature Pusser's Rum and the Pusser's colorful proprietary drink menu, along with a wide range of the best rums from around the world. The food menu will be narrowly focused on a few key, easily prepared finger-food items. The closest item to a meal will be a hamburger with sweet potato fries.

Our assessment and belief in the potential of this concept is based on two factors: 1) thirty one years of selling the Painkiller® while watching its cult-like following continuing to grow; and 2) the phenomenal success of our licensee, Pusser's Painkiller Bar, Munich, which is now recognized as the number one bar in Germany, and one of the best in Europe – operated by our Master Barman, Bill Deck.

Locations are planned in downtown hotspots and in airports. We plan to open 24 company-owned Painkiller Rum Bars in the next five years, and to license an additional 15. Long-term potential could be 100 bars around the world.

Unit economics: − Sales: $2.0 million − Mix: 55% beverage, 43% food, 2% merchandise − EBITDA: $420,000, 21% − Capital Investment: $450,000

Pusser’s Painkiller Rum Bars will be a part of a broader marketing program that builds Pusser's brand visibility. For example: April 15th will be marketed across Landings, Grilles and Bars in the US as “National Painkiller Day (trademarked by Pusser's).” Pusser’s Painkiller Rum Bars will also play an important role in gaining names for our catalog and internet business.

Master Barman, Bill Deck

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Pusser’s Painkiller Rum Bars

Every brand prays for a signature drink. And Pusser's has one of the fastest-growing and best-known cocktails in the world -- the Painkiller®! It originated at the Soggy Dollar Bar on Jost Van Dyke in the British Virgin Islands. When the owner of the bar, Daphne Henderson, a good friend of Charles Tobias, jokingly refused to give him the recipe, he proceeded to perfect his own. Through trial and error, he eventually arrived at 4-1-1: over the rocks – four parts pineapple juice, one part fresh orange juice, one part cream of coconut, and Pusser's Rum to taste, with fresh nutmeg grated on top. No other bars offered the Painkiller, and seeing it a vehicle for growth, Tobias began to promote it zealously in all of his BVI bars. The drink’s notoriety spread and the drink’s popularity continues to rank it among the fastest growing cocktails of recent years. It was with Daphne’s blessing that he trademarked the drink in the major countries of the world. See the Painkiller® story at:

http://www.youtube.com/watch?v=4eswMosMToA

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The Painkiller®

The original Pusser's Painkiller Bar & Pub in Roadtown, Tortola

The name Painkiller for bars is trademarked and has exceptional name recognition and consumer attraction, both as a drink and as a bar. The Painkiller® is one of the fastest growing drinks in the US.

Of note, the Rum Jungle in Las Vegas was the US’s largest bar with annual sales of $22 million. Its most popular drink was the Painkiller®. And the most popular drink at the Pusser's Rum Bar in Munich is also the Painkiller ®.

A Pusser's “Mug Tree” loaded with mugs identified with the bar, stands on every Pusser's bar.

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Pusser’s Painkiller Rum Bars

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“Emotional Branding is the conduit by which people connect subliminally with companies and their products in an emotionally profound way. Today, more than ever in this age of customization and personalization, the Emotional Branding approach can be the crucial defining element that separates success from indifference in the marketplace”, writes Al Ries in his book ‘FOCUS’.

With its Caribbean roots and operations, Pusser's is perfectly positioned to fully utilize the concept of Emotional Branding. The Pusser's settings are lush and tropical, and the atmosphere charged with romance and escape – picture perfect for Emotional Bridge Building, for introducing patrons to the “Pusser's Experience” – where the emotional connection is readily made.

We plan to capitalize on this unique opportunity by licensing Pusser's units throughout the Caribbean, increasing our brand’s annual exposure from the BVI’s 400,000 visitor base to more than 6,000,000. Successful implementation will elevate Pusser's to dominate our category in the region as THE CARIBBEAN’S AUTHORITATIVE BRAND. The benefits from this positioning will be substantial.

We plan to license Pusser's Caribbean units in select locations in Bermuda, the Bahamas, Turks & Caicos, Grand Cayman, Grenada, Barbados, St. Kitts, St. Martin, Antigua, Anguilla, St. Thomas and Puerto Rico. When implemented, an additional 6 million Caribbean visitors will have been added to the Pusser's exposure base.

The Pusser’s Brand in the Caribbean

• In Great Britain’s Royal Navy, the Purser was the supply officer in charge of ship’s stores. The word “Pusser” became slang for purser and so became associated with a wide variety of merchandise sold or issued to the crews – “Pusser's Rum,” “Pusser's Sweater,” “Pusser's Cheese,” “Pusser's Leaf” (tobacco), “Pusser's Loaf “(biscuits), etc. If something is said to be Pusser's, it is the same as saying, “It’s the best”!

• We continue this centuries old Pusser's tradition by bringing forward a distinctive range of quality, authentic, tropical and nautical merchandise. Our objective is to build a direct to consumer business that will generate $50 million in annual sales in five years, with the potential to grow to more than $200 million over the longer term. Our initial focus will be on building the catalog/internet business using the permission marketing database we have built and continue to build in our Landings, Grilles, and Bars, and from the social media supporting the Pusser's brand. We also intend to test the specialty retail store venue to gauge the potential of a larger store roll out.

• “Tropical – Nautical” is a merchandise category created by Pusser's. Our products include clothing designed for the tropics and sailors visiting the sailing capital of the world, the BVI. Our products provide high-quality, authenticity and an emotional bond to the islands, the sea and boating.

• A new merchandising team will take the successes of a base $2.5 million product line and grow it in five categories:

− Men’s and Women’s Apparel

− Accessories, Leather Goods, Bath and Body

− Rum Cake and Condiments

− Home

− Giftables

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Above: Pusser's Store, Annapolis Landing Below: Pusser's Store, Marina Cay Landing

Component: Lifestyle Merchandise

“Splice the Main Brace”! The great sailing ships were propelled only by the wind in their sails which were attached to spars called yards. The lines to trim the sails were called braces and ran from the ends of the yards to the deck. The main brace was the largest and heaviest of all the rigging up to 20" diameter on the big ships. To splice it was one of the most difficult tasks on board ship. Sometimes in the heat of battle, the braces were shot away making the ship unmanageable. To those who “Spliced the Main Brace” went a double issue of rum. It became customary to always “Splice the Main Brace” before battle, always after victory, and to reward a ship's crew, or sometimes the entire fleet, with the order to "Splice the Main Brace!”, which meant a double issue of rum for a job well done. The ritual was always preceded by hoisting the flag signal to “Splice the Main Brace”! In recent times, to say to a friend, "Let’s Splice the Main Brace“! is akin to saying "Let's have a drink”!

Today, this flag signal design, for which Pusser's holds the trademark, is a well-recognized logo used by Pusser's on much of its apparel.

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Lifestyle Merchandise – The Four-Flag Logo

Lifestyle Merchandise - Apparel

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Lifestyle Merchandise - Quality Apparel

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Lifestyle Merchandise Traditional Apparel

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Lifestyle Merchandise : “Upside” Through Other Channels

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Licensing opportunities would be available to Pusser's as soon as it achieves a certain critical mass, a “tipping point,” sufficient to arouse interest in third parties. Their successful implementation would have a significant positive effect on financial performance and company valuation. (only five stand-alone stores are included in our projections thru 2017 and no wholesale sales).

Stand-alone retail stores • 1,000-2,000 Square Foot Pusser's Outpost

• Select assortment of our best-selling product

• Could generate $600-1,000 per square foot

• $600K-2 million sales per store

• 30% four wall EBITDA

• Long range potential for 25-50 stores generating $15-$45 million

• Would benefit from superior multi-channel economics

Wholesale • With a 60% margin, Pusser's will have the opportunity to sell profitably into select retailers

• Our view is that this is best done after we’ve built the demand through our direct selling efforts

Licensing • Exclusive retail partners

• Select categories where we may not have critical mass or competency (e.g., swimwear, home)

Comparable Brands

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APPAREL

Tommy Bahama: $450 million growing 13.5%, 50% growth in direct, 96 stores, including 19 Restaurant/Retail “Island” formats Caribbean Joe: $200 million retail brand Lands End: $1.6 billion direct business, nautical origin Fresh Produce: new women’s apparel concept with “coastal living” with potential to do 300 stores in the US Vineyard Vines: rapidly growing retailer, catalog/direct business selling the Martha’s Vineyard lifestyle to a broad demographic range Bahama Breeze: 32 restaurants in the US

FOOD & GIFTABLES

Harry and David: ~ $400 million mostly direct and mostly gifting

Bath and Body Works: $3 billion retailer; big gifting business Williams Sonoma, Dean and Deluca

PUSSER'S HOLDINGS:

MANAGEMENT TEAM & ADVISORS

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Management Team

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Charles Tobias Founder

Founder of Pusser's British Navy Rum, and Pusser's British West Indies. Brand and product builder & innovator. Pusser's Global Brand Ambassador, Maven, and Sailor at Large. Founder and President of Varadyne and Semi-Alloys, sold to Allied chemical. B.S. in Mechanical and Aeronautical Engineering, USC Honored by Queen Elizabeth II; appointed Member of the Most Excellent Order of the British Empire

Stuart Jamieson, President & CEO, Pussers Holdings

Managing Partner of Harbor Cap Partners LLC, a consumer brands, retail and apparel private equity firm that specializes in management and operational expertise to consolidate and grow lifestyle brands. Stuart brings over 25 years of operating, financial, and business development experience to Pusser’s, and has been instrumental in forming the strategy to position the Pussers brand for significant growth. An experienced consumer brands and retail executive, formerly an Operating Partner, Managing Director and COO with Tengram Capital Partners and its predecessor Windsong Brands, responsible for noted investments and acquisitions in Design Within Reach, Robert Graham, Ellen Tracy, Carlos Falchi, Nest, Laura Geller, Caribbean Joe and more recently led a growth investment in women’s lifestyle brand, Letarte Swimwear, a beach to street tropical resort brand.

Gary Rogalski President & COO, Pusser’s Food & Beverage

Associated with Pusser’s since 1997. Gary is currently the President of Caribbean Restaurant Concepts, Inc.,

and runs the Pussers USA operations. Ex-VP and COO of 166-unit York Steakhouse for Darden Restaurants, former CFO Casa Gallardo Div. of Darden, growing units from two to 34. Director of Development and M&A for Darden Restaurants Financial management of 100+ projects. Degrees from Amherst College and MBA Wharton Business School. CPA.

Kert Tennikait VP Finance & GM, Pussers Holdings

Controller for PBWI since 2000. Senior Partner at Scheffel and Loy. Partner in charge of audits, taxation, consulting and the firm’s client data processing operations, BS in Accounting from Southern Illinois University. CPA, CGMA

Mike Crisp General Counsel and Director, Pussers Holdings

Twenty-two years experience counseling retailers and major brands in commercial disputes and transactions, intellectual property protection and regulatory compliance matters in the Retail, Consumer, Real Estate, Food and Beverage, Hospitality, Entertainment and Manufacturing industries. Mike was a shareholder and group leader at Kilpatrick Townsend LLP and a shareholder at K&L Gates, LLP, where his clients included DuPont, Motorola, The Dial Corp, Premier Cruise Lines, Coty, Inc., Range Rover, The Gap, Holiday Inn, Intercontinental Hotels, The Home Depot, Interface, Tenet Healthcare, Sony Music, AT&T, and Pepsi, among others. In addition, Mike has represented numerous smaller firms, franchisors, investors and private companies such as Square 1 Venture Bank, Bruegger’s Bagels, Moe’s Southwest Grille (Raving Brands) and Letarte Holdings LLC.

Partners and Advisors Neil Fiske Board Advisor

Branding expert and turnaround CEO focused on consumer goods and retail Co-author of Trading Up: The New American Luxury, Newsweek best seller and Berry Award for Best Marketing book. CEO of Bath and Body Works – turned around declining retailer and grew it from $1.8 billion to $2.5 billion. CEO of Eddie Bauer – hired by Board to turn around the brand and get it back to it roots as an outdoor brand. Led successful restructuring of the company and launched highly acclaimed First Ascent product line, Named Marketer of the Year by Women’s Wear Daily. Named Retailer of the Year by Women’s Wear Daily. 14 years at the Boston Consulting Group specializing in retail and consumer goods. Degrees from Williams College and Harvard Business School.

Winston Stona Food & Giftables Advisor

Founding Partner of Busha Browne’s in 1984 Consultant to Associated Manufacturers Limited, present owners of Busha Browne’s, Walkerwood Caribbean Foods, and Jamaica Joe. Director, Jamaica Herb and Spice Company Leading advocate for development of Jamaica’s & Caribbean’s export sector. Has established numerous distribution channels for Caribbean spice and food products both in the US and Europe, and possesses exceptional source and distribution knowledge for the top markets and product sources. Member, Board of the Jamaican Exporters Association since 2001

Burt Avedon Consultant, Apparel Merchandising

Owner, Avedon Colby Consulting: Design, Merchandising, Branding Over 40 years experience in brand building and multi-channel merchandising; expert in heritage brands Driving force behind Willis and Geiger catalog, later sold to Lands End Consults to Eddie Bauer, J Crew, J Peterman, Genesco Revlon, Beretta et alia MBA, Harvard Business School Top Gun instructor and decorated USN Aviator.

William Sweedler Board Advisor

Presently Co-Founder and General Partner of Tengram Capital Partners, a consumer private equity firm formed to invest in the consumer and retail sectors. He was formerly Chief Executive Officer of Windsong Brands, a diversified brand development and investment company that specialized in the acquisition, growth, licensing, and comprehensive management of consumer branded intellectual property and businesses. Mr. Sweedler has over 25 years of experience in the consumer sector as an operator and strategic investor.

Marc La Magna Board Advisor

Marc is a Managing Director of Harbor Cap Partners, and brings over 20 years of private investment experience to Pusser’s Holdings. Marc currently is Board Member of luxury brand, Letarte Holdings, and has experience supporting high growth companies. Marc is the founder and Managing Partner of Turnstone Capital Management, a venture capital sponsor, and is a Board observer to Morgan Solar, a Toronto-based solar company, and LUXeXcel, a 3D printing technology company based in the Netherlands. Marc has worked for Prudential, JP Morgan, Nationsbanc Montgomery, and eColony Ventures. 28

Pusser’s Holdings corporate structure is outlined below, and is designed to separate the four acquisitions; the IP company, PBWI Ltd, and the 2 US Restaurants. International has been established for new non US operations.

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Organizational Structure

Pusser’s Holdings LLC

PBWI Ltd Pusser’s USA

LLC

CRC Inc (Annapolis)

PPV LLC (Ponte Vedra)

Pusser’s International

LLC

Pusser’s IP Holdings Ltd

IP Holdings

Operating Entities

Investors

PUSSER'S FINANCIAL PROJECTIONS

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PRO FORMA INCOME STATEMENT

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Consolidated Total Total % Total % Total % Total % Total %

Statement of Income FY-2013 FY-2014 Sales FY-2015 Sales FY-2016 Sales FY-2017 Sales FY-2018 Sales

SALES

Retail 2,348,535 2,547,322 13.3% 3,074,328 14.5% 4,634,132 15.8% 8,195,914 17.1% 14,224,820 19.9%

Restaurtants 15,753,463 15,995,382 83.7% 17,049,553 80.6% 20,861,728 71.1% 30,467,274 63.5% 42,024,998 58.7%

Painkiller Bars - - 0.0% 461,538 2.2% 3,230,769 11.0% 8,638,462 18.0% 14,661,538 20.5%

Other-Marinas & Hotels 517,083 575,048 3.0% 568,450 2.7% 610,380 2.1% 657,982 1.4% 712,432 1.0%

Total Sales 18,619,081 19,117,752 100.0% 21,153,871 100.0% 29,337,010 100.0% 47,959,632 100.0% 71,623,789 100.0%

COST OF SALES

Retail 814,754 791,318 31.1% 1,046,106 34.0% 1,520,370 32.8% 2,600,993 31.7% 4,422,916 31.1%

Food & Beverage - Restaurants 4,290,114 4,461,797 27.9% 4,675,289 27.4% 5,747,501 27.6% 8,456,368 27.8% 11,730,146 27.9%

Food & Beverage - Painkiller Bars - 101,308 22.0% 709,154 22.0% 1,896,142 22.0% 3,218,208 22.0%


Total Cost of Sales 5,362,775 5,550,608 29.0% 6,113,418 28.9% 8,281,643 28.2% 13,272,720 27.7% 19,705,815 27.5%

GROSS MARGIN

Retail 1,533,781 1,756,004 68.9% 2,028,222 66.0% 3,113,762 67.2% 5,594,921 68.3% 9,801,904 68.9%


Food & Beverage - Painkiller Bars - - 360,231 78.1% 2,521,615 78.1% 6,742,319 78.1% 11,443,331 78.1%


Gross Margin 13,256,306 13,567,144 71.0% 15,040,453 71.1% 21,055,367 71.8% 34,686,912 72.3% 51,917,974 72.5%

PERSONNEL EXPENSES

Retail 466,493 471,122 18.5% 516,057 16.8% 690,019 14.9% 1,087,612 13.3% 1,610,629 11.3%


Food & Beverage - Painkiller Bars - - 118,244 25.6% 827,708 25.6% 2,213,134 25.6% 3,756,218 25.6%


Total Personnel Exp. 5,439,948 5,502,465 28.8% 5,484,837 25.9% 7,403,183 25.2% 11,863,947 24.7% 17,157,660 24.0%

UNIT OPERATING EXP.

Retail 617,145 633,926 24.9% 680,585 22.1% 928,382 20.0% 1,492,026 18.2% 2,298,168 16.2%


Food & Beverage - Painkiller Bars - 145,332 31.5% 1,017,325 31.5% 2,720,132 31.5% 4,616,716 31.5%


Total Unit Optg. Expenses 5,580,978 5,428,403 28.4% 5,754,332 27.2% 7,604,851 25.9% 12,534,472 26.1% 18,449,942 25.8%

PROFIT CONTRIBUTION

Retail 450,143 650,956 25.6% 831,579 27.0% 1,495,361 32.3% 3,015,283 36.8% 5,893,107 41.4%


Food & Beverage - Painkiller Bars - - 96,655 20.9% 676,583 20.9% 1,809,053 20.9% 3,070,396 20.9%

Other-Marinas & Hotels (135,686) (105,120) -18.3% (117,119) -20.6% (102,101) -16.7% (82,623) -12.6% (57,565) -8.1%

Total Profit Contribution 2,235,380 2,636,275 13.8% 3,801,284 18.0% 6,047,333 20.6% 10,288,493 21.5% 16,310,372 22.8%

G & A EXPENSES

Corporate Overhead US 455,395 2.2% 906,394 3.1% 1,383,181 2.9% 1,860,666 2.6%

Corporate Overhead BVI 924,146 1,085,124 5.7% 1,558,030 7.4% 1,544,273 5.3% 1,572,665 3.3% 1,602,161 2.2%

General & Administration 924,146 1,085,124 5.7% 2,013,425 9.5% 2,450,667 8.4% 2,955,846 6.2% 3,462,827 4.8%

Warehousing & Maintenance 814,681 615,542 3.2% 504,921 2.4% 515,019 1.8% 525,320 1.1% 535,826 0.7%

EBITDA 496,553 935,610 4.9% 1,282,939 6.1% 3,081,647 10.5% 6,807,327 14.2% 12,311,719 17.2%

SUMMARY OF TRANSACTIONS AND INVESTMENT TERMS

32

TRANSACTION SOURCES & USES

33

After $10 million of additional funding, and the four acquisitions consisting of the two US restaurants, Pusser’s IP, and the PBWI Ltd, the Company will net $3.8 million to the Balance Sheet for working capital and to execute the growth plan.

Pusser's Holdings LLC

Sources and UsesAfter Funding, Acquisition and Contribution of IP, Pusser's BVI, and US Assets

(USD in 000s)

Sources Amount Uses Amount

Pusser's Holdings Investment LLC 10,000,000$ Cash to BVI Seller and Debt Reduction 3,000,000$

Cash to US Sellers of CRC and PPV 2,700,000$

Transaction Expenses 500,000

Net Cash to Balance Sheet 3,800,000$

Total Sources 10,000,000$ Total Uses 10,000,000$

PUSSER’S HOLDINGS CAPITALIZATION

34

Post-funding Ownership of Pusser’s Holdings is reflected below:

Post BVI/US Purchases

$ Shares %

Charles Tobias or Designee 975,000$ 975,000 5.86%

PUSSERS IP Holdings Ltd. 2,500,000 2,500,000 15.03%

Harbor Cap Partners LLC 2,525,000 2,525,000 15.18%

CRC Inc. / PPV LLC (US sellers) 2,300,000 2,300,000 13.83%

Total 8,300,000$ 8,300,000 49.90%

Pusser's Holdings Investment LLC 10,000,000$ 8,333,333 50.10%

Total 10,000,000$ 8,333,333 50.10%

TOTAL 18,300,000$ 16,633,333 100.0%

SUMMARY OF INVESTMENT TERMS

35

The following is a summary of the principal terms with respect to the proposed Class A Unit financing of Pusser’s Holdings Investment, LLC, (a special purpose investment entity) a Delaware limited liability company (the “Company”). Pusser’s Holdings Investment LLC will purchase a 50.1% stake in Pussers Holding (the Holding Operating company). Such summary of terms does not constitute a legally binding obligation. Any legally binding obligation will only be made pursuant to definitive agreements to be negotiated and executed by the parties.

Securities to Issue: [Class A Units] of the Company (the “Class A Units”).

Investors: Accredited investors approved by the Company (the “Investors”).

Aggregate Proceeds: The proceeds of the offering will be used to (i) acquire an interest in Pussers Holdings Investment, LLC, a Delaware limited liability company (“Holdings”), which will use such funds to acquire, own and operate, indirectly, certain “Pussers” restaurant, retail operations, and intellectual property, as set forth in greater detail in the investor presentation and/or overview provided to prospective Investors, and (ii) to pre-fund annual management fees.

Use of Proceeds / Background: Up to $11,000,000.

Price Per Unit: $1.00 per Class A Unit.

Management and Voting:

The Manager of the Company shall be Harbor Cap Partners LLC or an affiliate thereof (the “Sponsor”), and the Manager shall have the sole and exclusive right to manage the Company and its investment in Holdings. The Class A Units shall be non-voting.

Distributions: All distributions of available cash (whether from ordinary course operations or upon a liquidity event) shall be made in the following order of priority: (i) first, to the Investors, pro rata based on the number of Class A Units held by them, until

each Investor has received a 5% annual return[, compounded annually,] on such Investor’s unreturned capital contribution;

(ii) second, to the Investors, pro rata based on the number of Class A Units held by them, until each Investor has received an amount equal to its unreturned capital contributions; (iii) third, to the Sponsor until the Sponsor has received an amount equal to 10% of the aggregate amount distributed under clause (i) and this clause (iii); and (iv) thereafter, (A) 90% to the Investors, pro rata based on the number of Class A Units held by them, and (B) 10% to the Sponsor.

SUMMARY OF INVESTMENT TERMS

36

Management Fee:

The Sponsor shall be entitled a 2% annual management fee on the aggregate capital contributions made by all Investors.

Restrictions on Transfer: The Class A Units shall be subject to customary restrictions on transfer, subject to exceptions for affiliate transfers and family and estate planning transfers.

Closings and Documentation: Sale of the Class A Units may take place in one or more closings (each a “Closing”). At each Closing, each Investor participating in such Closing shall execute and deliver a subscription agreement, in the form provided by the Company, and become a party to the Limited Liability Company Agreement of the Company, which will set forth the rights, obligations and restrictions of the Class A Units in greater detail.

Costs and Expenses: Each of the Company and the Investors will bear their own costs and expenses incurred in connection with this Offering and the investment in Class A Units.

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