SUPPLEMENT DATED JANUARY 23, 2013TO

PRELIMINARY OFFERING CIRCULAR DATED JANUARY 10, 2013PERTAINING TO

$423,055,000*

JobsOhio Beverage SystemStatewide Senior Lien Liquor Profits

Tax-Exempt Revenue Bonds, Series 2013A

$1,103,685,000*

JobsOhio Beverage SystemStatewide Senior Lien Liquor ProfitsTaxable Revenue Bonds, Series 2013B

This is to advise that the “LITIGATION” section in the Preliminary Offering Circular for the captioned bonds is supplemented and revised by adding the underlined language shown below and deleting the stricken through language.

LITIGATION

The laws enacted by the Ohio General Assembly providing for the creation of JobsOhio (collectively, the “JobsOhio Act”), and JobsOhio itself, have been the subject of litigation filed in Ohio courts concerning, among other matters, the constitutionality of the JobsOhio Act and the legal existence and capacity of JobsOhio (collectively, the “Substantive Claims”), and requesting the JobsOhio Act be declared unconstitutional and an injunction prohibiting the formation and continued operation of JobsOhio, the Department of Development from contracting with JobsOhio and the making of any appropriation to JobsOhio. Those Substantive Claims include allegations that under the Ohio Constitution the JobsOhio Act is a special act conferring corporate powers, that the State may not lend its aid and credit to JobsOhio, that the provisions for State financial support of JobsOhio is an appropriation beyond the current State fiscal biennium, that transfer will cause the State to exceed its debt limits, that the JobsOhio Act violates the “one subject” rule for legislation, and that the 60 day statute of limitations for challenging JobsOhio’s actions is too short. None of these Substantive Claims has been addressed by the courts; and the only pending litigation (the “Pending Litigation”) is an appeal to the Ohio Supreme Court of the unanimous decision of the Ohio Tenth District Court of Appeals affirming the decision of the Franklin County Common Pleas Court that the plaintiffs lack standing to litigate the Substantive Claims. The Ohio Supreme Court has not yet announced whether it will accept plaintiffs’ appeal to consider the issue of their standing. JobsOhio’s management has reviewed the Substantive Claims and believes they are without merit.

In light of the Pending Litigation, the Commerce Director expressed his desire that the Ohio Supreme Court be given the opportunity to address the Substantive Claims involving Ohio constitutional issues. JobsOhio subsequently filed an original action in the Ohio Supreme Court on August 10, 2012, requesting that it issue a writ of mandamus ordering the Commerce Director to sign the Transfer Agreement, which placed the Substantive Claims and JobsOhio’s responses to those Substantive Claims before that Court. The mandamus action was dismissed by the Ohio Supreme Court on September 28, 2012 for lack of proper jurisdiction, without determining any of the Substantive Claims.

As noted above, the Ohio Supreme Court has not yet announced whether it will accept plaintiffs’ appeal of the dismissal, for lack of standing, of the Pending Litigation. On January 23, 2013, the Ohio Supreme Court exercised its discretion to hear the plaintiffs’ appeal solely on the question of standing. The Ohio Attorney General and Squire Sanders (US) LLP both are of the opinion that the Ohio Tenth District Court of Appeals correctly upheld the dismissal by the Franklin County Common Pleas Court of plaintiffs’ claims on the ground that plaintiffs lacked standing to bring those claims under the current applicable law and will render their respective opinion letters to that effect in connection with the issuance of the Bonds.

The final Offering Circular will reflect these revisions.

* Preliminary, subject to change.

THISPRELIMINARYOFFERINGCIRCULARANDTHEINFORMATIONCONTAINEDINITARESUBJECTTO

COMPLETIONANDAMENDMENTINAFINALOFFERINGCIRCULAR.

UndernocircumstancesshallthisPreliminaryOfferingCircularconstituteanoffertosellorthesolicitationofanoffertobuy,andthereshallnotbeanysaleoftheBondsofferedhereby,inany

jurisdictioninwhichsuchoffer,solicitationorsalewouldbeunlawfulpriortotheregistrationorqualificationunderthesecuritieslawsofthatjurisdiction.

PRELIMINARY OFFERING CIRCULAR DATED January 10, 2013

OFFERING CIRCULARDated ______________, 2013

NEW ISSUE - Book Entry Only Ratings: S&P: AAMoody’s:A2

See “RATINGS” herein.In the opinion of Squire Sanders (US) LLP, Bond Counsel, under existing law assuming continuing compliance with certain covenants and the accuracy of certain

representations, interest on the Series 2013A Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of thefederal alternative minimum tax imposed on individuals and corporations. Interest on the Series 2013B Bonds is not excluded from gross income for federal income taxpurposes. Interest on, and any profit made on the sale, exchange or other disposition of, the Bonds are exempt from all Ohio state and local taxation, except the estate tax,the domestic insurance company tax, the dealers in intangibles tax, the tax levied on the basis of the total equity capital of financial institutions, and the net worth base ofthe corporate franchise tax. Interest on the Bonds may be subject to certain federal taxes imposed only on certain corporations, including the corporate alternativeminimum tax on a portion of that interest. For a more complete discussion of the tax aspects, see “TAXMATTERS” herein.

$423,055,000* $1,103,685,000*JobsOhio Beverage System JobsOhio Beverage System

Statewide Senior Lien Liquor Profits Tax-ExemptRevenue Bonds, Series 2013A

Statewide Senior Lien Liquor Profits TaxableRevenue Bonds, Series 2013B

Dated: Date of Issuance Due: January 1*, asshown on the inside cover page

JobsOhio Beverage System (the “Issuer”, as such term is more fully defined in APPENDIX B attached to this Offering Circular), an Ohio nonprofit corporation whose solemember is JobsOhio (“JobsOhio”), is issuing $423,055,000* aggregate principal amount of its Statewide Senior Lien Liquor Profits Tax-Exempt Revenue Bonds, Series 2013A (the“Series 2013A Bonds”) and $1,103,685,000 aggregate principal amount of its Statewide Senior Lien Liquor Profits Taxable Revenue Bonds, Series 2013B (the “Series 2013B Bonds”and, together with the Series 2013A Bonds, the “Bonds”), as set forth on the inside cover page hereof. This offering will terminate no later than [*], 2013, unless extended by theIssuer to a later date.

The Bonds are being issued under a Master Trust Indenture and a First Supplemental Trust Indenture and a Second Supplemental Trust Indenture thereto, each dated as of thedate of issuance of the Bonds (together the “Indenture”), between the Issuer and The Huntington National Bank, as trustee (the “Trustee”). The Bonds are being issued to (i) financethe payment of consideration by the Issuer in connection with the grant by the Division of Liquor Control (the “Division”) of the State of Ohio (“State”) of an exclusive franchise tothe Issuer to operate the State liquor enterprise (the “Liquor Enterprise”) and the transfer of certain assets of the State Liquor Enterprise from the Division to the Issuer, (ii) provideinitial working capital and (iii) finance certain costs of the transactions related to the franchise and the transfer of certain assets. All currently outstanding bonds of the State backed bythe profits of the State Liquor Enterprise will be defeased at the closing of the transactions contemplated by the Transfer Agreement (as defined herein). See “PLAN OF FINANCE— Sources and Estimated Uses of Funds.” All capitalized terms not otherwise defined herein have the meanings as set forth in APPENDIX B attached to this Offering Circular.

Principal of and interest on the Bonds of each series are payable solely from, and are secured by a parity pledge of the Trust Estate, consisting primarily of the Liquor EnterpriseProfits, as defined herein, all proceeds from the Liquor Enterprise Profits, various funds and accounts maintained by the Trustee, and any and all other property, rights and interests ofevery kind or description that from time to time is granted, conveyed, pledged, transferred, assigned or delivered to the Trustee as additional security. The Indenture permits theissuance of Parity Obligations (as defined herein), but as of the date hereof, there are no obligations in parity with the Bonds. See “SECURITY AND SOURCES OF PAYMENT OFTHE BONDS.”

The Bonds are subject to mandatory sinking fund and optional redemption provisions as described herein. See “THE BONDS — Redemption” herein.The Bonds will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”) which will act as securities depository

for the Bonds. Individual purchases will be made in book-entry-only form. Purchasers will not receive certificates representing their interest in the Bonds purchased. So long as DTCis the registered owner of the Bonds, payments of the principal of, and interest on the Bonds will be made directly to DTC. Disbursement of such payments to DTC Participants is theresponsibility of DTC and disbursement of such payments to the Beneficial Owners is the responsibility of DTC Participants and Indirect Participants. See APPENDIX G attachedhereto. The Bonds shall be issued in denominations of $5,000 and any integral multiple thereof.

Interest on the Bonds is payable on the first Business Day of each January and July as described in this Offering Circular, commencing on July 1, 2013 (each, an “InterestPayment Date”). Principal of the Bonds will be paid on the first Business Day of each January, commencing in January, 2015. See “THE BONDS — General” herein.

THE BONDS ARE SPECIAL, LIMITED OBLIGATIONS OF THE ISSUER PAYABLE SOLELY FROM THE ASSETS HELD IN THE TRUST ESTATE, EQUALLY ANDRATABLY, AND ARE NOT GENERAL OBLIGATIONS OF THE ISSUER.

THE BONDS WILL NOT CONSTITUTE OBLIGATIONS OF ANY KIND OF THE STATE OR THE STATE PARTIES, AND NEITHER THE FAITH AND CREDIT OFTHE STATE, THE REVENUE OF THE STATE, NOR THE TAXING POWER OR ANY OTHER POWER OF THE STATE, THE STATE PARTIES OR ANY AGENCY OF THESTATE, ARE PLEDGED AS SECURITY FOR THE PAYMENT OF THE BONDS.

THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ARE BEING OFFEREDAND SOLD IN RELIANCE ON ONE OR MORE EXEMPTIONS FROM REGISTRATION PROVIDED BY THE SECURITIES ACT. THE BONDS HAVE BEEN REGISTEREDWITH THE OHIO DIVISION OF SECURITIES PURSUANT TO OHIO LAW. THE BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES ANDEXCHANGE COMMISSION, THE OHIO DIVISION OF SECURITIES OR ANY OTHER FEDERAL, STATE OR GOVERNMENTAL ENTITY OR AGENCY, NOR HAVEANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THISOFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

MATURITY SCHEDULE – See Inside Cover Page_______________________________________________________________________________________________________________

INVESTORS SHOULD CONSIDER CAREFULLY THE RISK FACTORS AS SET FORTH IN THIS OFFERING CIRCULAR.This cover page and the inside cover page contain certain information for quick reference only. Investors must read this entire Offering Circular to obtain information

essential to the making of an informed investment decision.The Bonds are offered when, as and if issued and received by the Underwriters. Certain legal matters will be passed on by Squire Sanders (US) LLP, Bond Counsel and Issuer

Counsel, for the State Parties by McDonald Hopkins LLC, for the Issuer as to certain corporate and tax matters by Jones Day, and for the Underwriters by their counsel, Bricker &Eckler LLP. The Bonds are expected to be available for delivery through the facilities of The Depository Trust Company on or about [_______], 2013.

* Preliminary, subject to change.

J.P. Morgan CitigroupJoint Book Running Senior Manager Joint Book Running Senior Manager

BofA Merill Lynch Morgan StanleyFifth Third Securities The Huntington Investment Company KeyBanc Capital Markets Inc. Loop Capital Markets

$423,055,000Statewide Senior Lien Liquor Profits Tax-Exempt Revenue Bonds,

Series 2013A

$378,055,000* _____% TERM BONDS DUE 2038*, PRICE ___% CUSIP©No. ______ _____

$1,103,685,000*Statewide Senior Lien Liquor Profits Taxable Revenue Bonds,

Series 2013B

$356,695,000* _____% TERM BONDS DUE 2029*, PRICE ___% CUSIP©No. ______ _____$382,135,000* _____ % TERM BONDS DUE 2035*, PRICE ___% CUSIP©No. ______ _____

Preliminary, subject to change.

Copyright ©, American Bankers Association. CUSIP data herein are provided by Standard & Poor's CUSIP Service Bureau, a division of theMcGraw-Hill Companies, Inc. The CUSIP numbers listed above are being provided solely for the convenience of the holders of the Bonds only at thetime of issuance of the Bonds and the Issuer does not make any representation with respect to such numbers or undertake any responsibility for theiraccuracy now or at any time in the future. The CUSIP Number for a specific maturity is subject to being changed after the issuance of the Bonds as aresult of procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certainmaturities of the Bonds.

Serial Bonds

January 1*PrincipalAmount*

InterestRate

Price orYield CUSIP January 1*

PrincipalAmount*

InterestRate

Price orYield CUSIP

2015 $5,000,000 % % 2020 $5,000,0002016 5,000,000 2021 5,000,0002017 5,000,000 2022 5,000,0002018 5,000,000 2023 5,000,0002019 5,000,000

Serial Bonds

January 1*PrincipalAmount*

InterestRate Price CUSIP January 1*

PrincipalAmount*

InterestRate Price CUSIP

2015 $36,190,000 % % 2020 $41,355,0002016 36,905,000 2021 42,865,0002017 37,780,000 2022 44,575,0002018 38,800,000 2023 46,405,0002019 39,980,000

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ADDITIONAL INFORMATION FROM COVER PAGE

THE BONDS ARE SPECIAL, LIMITED OBLIGATIONS OF THE ISSUER, A NONPROFITCORPORATION ORGANIZED UNDER THE LAWS OF THE STATE OF OHIO.

NEITHER THE STATE OF OHIO, NOR ANY AGENCY OR POLITICAL SUBDIVISION OF THESTATE INCLUDING WITHOUT LIMITATION THE DEPARTMENT OF COMMERCE OR THE DIVISION OFLIQUOR CONTROL WILL BE LIABLE ON THE BONDS, AND THE BONDS WILL NOT BE A DEBT OR APLEDGE OF THE FAITH AND CREDIT OF THE STATE OF OHIO OR OF ANY AGENCY OR POLITICALSUBDIVISION THEREOF FOR ANY PURPOSE WHATSOEVER.

No dealer, broker, salesperson or other person has been authorized by the Issuer to give any information orto make any representations with respect to the Bonds, other than those contained in this Offering Circular and, ifgiven or made, such other information or representations must not be relied upon as having been authorized by theIssuer. This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy, nor shall therebe any sale of the Bonds by any person in any jurisdiction in which it is unlawful for such person to make suchoffer, solicitation or sale.

Information set forth herein has been furnished by the Issuer and other sources that are believed to bereliable. The information and expressions of opinion herein are subject to change without notice, and neither thedelivery of this Offering Circular nor any sale made hereunder shall, under any circumstances, create anyimplication that there has been no change in the affairs of the parties referred to above or that the other informationor opinions are correct as of any time subsequent to the date hereof.

The information in this Offering Circular concerning The Depository Trust Company, New York, NewYork (“DTC”) and DTC’s book-entry-only system has been obtained from DTC, and the Issuer takes noresponsibility for the accuracy thereof. Such information has not been independently verified by the Issuer, and theIssuer makes no representation as to the accuracy or completeness of such information.

THE ORDER AND PLACEMENT OF MATERIALS IN THIS OFFERING CIRCULAR, INCLUDINGTHE APPENDICES, ARE NOT TO BE DEEMED TO BE A DETERMINATION OF RELEVANCE,MATERIALITY OR IMPORTANCE, AND THIS OFFERING CIRCULAR, INCLUDING THE APPENDICES,MUST BE CONSIDERED IN ITS ENTIRETY. THE OFFERING OF THE BONDS IS MADE ONLY BYMEANS OF THIS ENTIRE OFFERING CIRCULAR.

IN CONNECTION WITH THE OFFERING OF THE BONDS, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THEBONDS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

Upon issuance, the Bonds will not be registered under the Securities Act pursuant to certain exemptionsfrom registration provided thereunder, and will not be listed on any stock or other securities exchange, nor has theIndenture been qualified under the Trust Indenture Act of 1939, as amended, in reliance upon certain exemptionscontained in such federal laws. In making an investment decision, investors must rely upon their own examinationof the Bonds and the security therefor, including an analysis of the risks involved. The Bonds have not beenrecommended by any federal or state securities commission or regulatory authority. The registration, qualificationor exemption of the Bonds in accordance with applicable provisions of securities laws of the various jurisdictions inwhich the Bonds have been registered, qualified or exempted cannot be regarded as a recommendation thereof.Neither such jurisdictions nor any of their agencies have passed upon the merits of the Bonds or the adequacy,accuracy or completeness of this Offering Circular. Any representation to the contrary may be a criminal offense.Neither the Securities and Exchange Commission nor any other federal, state, municipal or other governmentalentity has passed upon the accuracy or adequacy of this Offering Circular or approved the Bonds for sale.

There follows in this Offering Circular certain information concerning the Issuer, together with descriptionsof the terms of the Bonds, certain documents related to the security for the Bonds and certain applicable laws. Allreferences herein to laws and documents are qualified in their entirety by reference to such laws, as in effect, and to

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each such document as such document has been or will be executed and delivered on or prior to the Date of Issuanceof the Bonds, and all references to the Bonds are qualified in their entirety by reference to the definitive form thereofand the information with respect thereto contained in the Indenture. This Offering Circular is submitted inconnection with the sale of the Bonds referred to herein and may not be reproduced or used, in whole or in part, forany other purpose.

IRS CIRCULAR 230 NOTICE

TO ENSURE COMPLIANCE WITH INTERNAL REVENUE SERVICE CIRCULAR 230, THEHOLDERS OF THE SERIES 2013A BONDS ARE HEREBY NOTIFIED THAT ANY ADVICE REGARDINGU.S. FEDERAL TAX ISSUES RELATED TO THE SERIES 2013A BONDS IN THIS OFFERING CIRCULARWAS NOT WRITTEN AND IS NOT INTENDED TO BE USED AND CANNOT BE USED BY ANYTAXPAYER FOR PURPOSES OF AVOIDING UNITED STATES FEDERAL INCOME TAX PENALTIESTHAT MAY BE IMPOSED. THE ADVICE IS WRITTEN TO SUPPORT THE PROMOTION OR MARKETINGOF THE TRANSACTION. EACH TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYER’SPARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The information discussed in this Offering Circular includes forward-looking statements about the Issuerand its operations. In some cases, investors can identify forward-looking statements by terminology such as “may,”“will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,”“intend,” “potential,” and the negative of such terms or other similar expressions.

The forward looking statements reflect the Issuer’s current expectations and views about future events.The forward looking statements involve known and unknown risks, uncertainties and other factors which may causethe Issuer’s actual results, performance or achievements to be materially different from any future results,performance or achievements expressed or implied by the forward-looking statements. Given these risks anduncertainties, investors should not place undue reliance on the forward-looking statements.

Investors should understand that many factors, including among other things a decrease in the demand forspirituous liquor in the State of Ohio, could cause the Issuer’s results to differ materially from those expressed inforward-looking statements:

Some of these risks and uncertainties are discussed in greater detail under the heading “RISK FACTORS.”

Investors should read this Offering Circular and the documents that are referenced in this Offering Circularcompletely and with the understanding that the Issuer’s actual future results may be materially different from whatthe Issuer expects. The Issuer may not update the forward-looking statements, even though the Issuer’s situationmay change in the future, unless the Issuer has obligations under the federal securities laws to update and disclosematerial developments related to previously disclosed information. All of the forward-looking statements arequalified by these cautionary statements.

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NOTICES TO INTERNATIONAL INVESTORS

Notice to Prospective Investors Located in Australia

Any offer of bonds in connection with this notice will not be made by way of a disclosure document under Part6D of the Corporations Act (CTH) (the “Act”).

No prospectus or other disclosure document (as defined in the Act) in relation to the issue of Bonds hereunderhas been or will be lodged with the Australian Securities and Investments Commission (the "ASIC"). Eachunderwriter has represented and agreed and each further Underwriter will be required to represent and agree that it:

a) has not (directly or indirectly) offered, and will not offer for issue or sale and has not invited, and willnot invite, applications for issue, or offers to purchase, the Bonds in, to or from Australia (includingan offer or invitation which is received by a person in Australia); and

b) has not distributed or published, and will not distribute or publish, any information memorandum,advertisement or other offering material relating to the Bonds in Australia,

unless (1) the aggregate consideration payable by each offeree or invitee is at least AUD 500,000 (or its equivalentin other currencies, disregarding moneys lent by the offeror or its associates) or the offer or invitation otherwise doesnot require disclosure to investors in accordance with Part 6D.2 of the Corporations Act, (2) such action complieswith all applicable laws, regulations and directives, and (3) such action does not require any document to be lodgedwith ASIC.

Any documents provided in connection with this notice are furnished solely for information purposes only andmay not be reproduced or redistributed to any other persons except with our prior written consent. The documentsare strictly confidential.

This notice does not constitute an offer or invitation to subscribe for or to purchase any of the bonds andneither this notice nor anything contained in it will form the basis of any contract or commitment on the part of theIssuer or underwriter to issue or transfer bonds to any person.

Notice to Prospective Investors in the People’s Republic of China

This Offering Circular has not been and will not be circulated or distributed, does not constitute an offer to sellor the solicitation of an offer to buy any securities, in the People’s Republic of China (“PRC”), and the Bonds maynot be offered or sold, and will not be offered or sold to any person for re-offering or resale, directly or indirectly, toany residents of the PRC except pursuant to applicable laws and regulations of the PRC. For the purposes of thisparagraph, the PRC does not include Taiwan and the special administrative regions of Hong Kong and Macau.

The Issuer does not represent that this Offering Circular may be lawfully distributed, or that any Bonds may belawfully offered, in compliance with any applicable registration or other requirements in the PRC, or pursuant to anexemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. Inparticular, no action has been taken by the Issuer which would permit a public offering of any Bonds or distributionof this document in the PRC. Accordingly, the Bonds are not being offered or sold within the PRC by means of thisOffering Circular or any other document. Neither this Offering Circular nor any advertisement or other offeringmaterial may be distributed or published in the PRC, except under circumstances that will result in compliance withany applicable laws and regulations.

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Notice to Investors in the European Economic Area

This Offering Circular is not a prospectus for the purposes of European Commission Regulation 809/2004 orEuropean Commission Directive 2003/71/EC (as amended) (the “Prospectus Directive”). It has been prepared onthe basis that all offers of the Bonds will be made pursuant to an exemption under the Prospectus Directive, asimplemented in member states of the European Economic Area, from the requirement to produce a prospectus forsuch offers. This Offering Circular is only addressed to and directed at persons in member states of the EuropeanEconomic Area who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive(“Qualified Investors”). This Offering Circular must not be acted on or relied on in any such member state of theEuropean Economic Area by persons who are not Qualified Investors. Any investment or investment activity towhich this Offering Circular relates is available, in any member state of the European Economic Area other than theUnited Kingdom, only to Qualified Investors, and will be engaged in only with such persons.

Notice to Residents of France

The Bonds have not been offered or sold and will not be offered or sold, directly or indirectly, by way of apublic offer in France (Offre au Public, as defined in Article L. 411-1, of the Code Monétaire et Financier), andsuch offers, sales and distributions of the Bonds have been and will be made in France only to (a) providers ofinvestment services relating to portfolio management for the account of third parties, and/or (b) qualified investors(investisseurs qualifiés), all as defined in, and in accordance with, Articles L.411-1, L.411-2, and D.411-1 to D.411-3 of the French Code monétaire et financier.

This Offering Circular is furnished to potential qualified investors solely for their information and may not bereproduced or redistributed to any other person. It is strictly confidential and is solely destined for qualifiedinvestors to which it was initially supplied. This Offering Circular does not constitute an offer or invitation tosubscribe for or to purchase any of the Bonds and neither this Offering Circular nor anything herein shall form thebasis of any contract or commitment whatsoever.

This Offering Circular prepared in connection with the Bonds has not been submitted to the clearanceprocedures of the Autorité des marchés financiers.

Notice to Prospective Investors in Germany

The Bonds have not been, will not be and may not be offered, promoted or sold, either directly or indirectly, inGermany by way of an offer to the public within the meaning of Section 2 No. 4 of the German SecuritiesProspectus Act (Wertpapierprospektgesetz) of June 22, 2005 (as amended). The Bonds may only be offered to, soldto, subscribed for or held by qualified investors (qualifizierte Anleger) within the meaning of Section 2 No. 6 of theGerman Securities Prospectus Act.

This Offering Circular does not constitute an offer to the public or an offer to subscribe for or buy any of theBonds offered hereby to any person to whom it is unlawful to make such offer or solicitation in Germany. ThisOffering Circular is given to potential investors which are qualified investors within the meaning of Section 2 No. 6of the German Securities Prospectus Act solely for their information and may not be distributed to any other person.It is confidential and solely targeted at the recipients, i.e., qualified investors within the meaning of Section 2 No. 6of the German Securities Prospectus Act, to which it has been initially supplied.

Notice to Residents of Hong Kong

The Bonds have not been authorized by the Securities and Futures Commission in Hong Kong for publicoffering in Hong Kong, nor has a copy of this Offering Circular been registered with the Registrar of Companies inHong Kong.

The Bonds may not be offered or sold by means of any document other than (i) in circumstances which do notconstitute, or form part of, an offer to the public within the meaning of the Companies Ordinance (Cap.32 of thelaws of Hong Kong), or (ii) to persons whose ordinary business is to buy or sell shares or debentures (whether as

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principal or agent); or (iii) to “Professional Investors” within the meaning of the Securities and Futures Ordinance(Cap.571 of the laws of Hong Kong) and any rules made thereunder, or (iv) in other circumstances which do notresult in this Offering Circular constituting a “Prospectus” within the meaning of the Companies Ordinance (Cap.32of the laws of Hong Kong), and that no advertisement, invitation or document relating to the Bonds may be issued ormay be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere),which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except ifpermitted to do so under the laws of Hong Kong) other than with respect to securities which are or are intended to besold or otherwise disposed of only to persons outside Hong Kong or only to “Professional Investors” within themeaning of the Securities and Futures Ordinance (Cap. 571 of the laws of Hong Kong) and any rules madethereunder.

Notice to Residents of Japan

The Bonds have not been and will not be registered under the Financial Instruments and Exchange Law ofJapan (Law no. 25 of 1948, as amended, the “FIEL”). Neither the Bonds nor any interest therein may be offered orsold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used hereinmeans any person resident in Japan, including any corporation or other entity organized under the laws of Japan), orto others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan,except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIELand any other applicable laws, regulations and ministerial guidelines of Japan.

Notice to Prospective Investors in Korea

The Bonds have not been and will not be registered with the Financial Services Commission of Korea forpublic offering in Korea under the Financial Investments Services and Capital Markets Act of Korea and the decreesand regulations thereunder (the “FSCMA”). None of the Bonds may be offered, sold and delivered directly orindirectly, or offered or sold to any person for re-offering or resale, directly or indirectly, in Korea or to any residentof Korea except as otherwise permitted under the applicable laws and regulations of Korea, including the FSCMAand the Foreign Exchange Transaction Law of Korea and the decrees and regulations thereunder (the “FETL”) for aperiod of one (1) year from the date of issuance of the Bonds, except (i) to or for the account or benefit of a Koreanresident which falls within certain categories of "professional investors" as specified in the Financial InvestmentServices and Capital Markets Act, its Enforcement Decree and the Regulation on Securities Issuance and Disclosure,in the case that the Bonds are issued as bonds other than convertible bonds, bonds with warrants or exchangeablebonds, and where other relevant requirements are further satisfied, or (ii) as otherwise permitted under applicableKorean laws and regulations. Furthermore, the purchaser of the Bonds shall comply with all applicable regulatoryrequirements (including but not limited to requirements under the FETL) in connection with the purchase of theBonds.

Each Underwriter will represent and agree that it has not offered, sold or delivered the Bonds directly orindirectly to any person for re-offering or resale, directly or indirectly, in Korea or to any resident of Korea and willnot offer, sell or deliver the Bonds directly or indirectly to any person for reoffering or resale, directly or indirectly,in Korea or to any resident of Korea, except as otherwise permitted under the applicable laws and regulations.

Notice to Prospective Investors in Norway

THIS OFFERING CIRCULAR HAS NOT BEEN APPROVED BY, OR REGISTERED WITH, ANYNORWEGIAN SECURITIES REGULATORS PURSUANT TO THE NORWEGIAN SECURITIES TRADINGACT OF 29 JUNE 2007. ACCORDINGLY, NEITHER THIS OFFERING CIRCULAR NOR ANY OTHEROFFERING MATERIAL RELATING TO THE BONDS CONSTITUTES, OR SHALL BE DEEMED TOCONSTITUTE, AN OFFER TO THE PUBLIC IN NORWAY WITHIN THE MEANING OF THE NORWEGIANSECURITIES TRADING ACT OF 2007. THE BONDS MAY NOT BE OFFERED OR SOLD, DIRECTLY ORINDIRECTLY, IN NORWAY EXCEPT:

(A) IN RESPECT OF AN OFFER OF BONDS ADDRESSED TO INVESTORS SUBJECT TO AMINIMUM PURCHASE OF BONDS FOR A TOTAL CONSIDERATION OF NOT LESS THAN

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100,000 PER INVESTOR, OR IN RESPECT OF BONDS WHOSE DENOMINATION PER UNITAMOUNTS TO AT LEAST 100,000;

(B) TO "PROFESSIONAL INVESTORS" AS DEFINED IN SECTION 7-1 OF THE NORWEGIANSECURITIES REGULATION OF 29 JUNE 2007 NO. 876;

(C) TO FEWER THAN 150 NATURAL OR LEGAL PERSONS IN THE NORWEGIAN SECURITIESMARKET (OTHER THAN "PROFESSIONAL INVESTORS" AS DEFINED IN SECTION 7-1 OFTHE NORWEGIAN SECURITIES REGULATION OF 29 JUNE 2007 NO. 876);

(D) IN ANY OTHER CIRCUMSTANCES PROVIDED THAT NO SUCH OFFER OF BONDS SHALLRESULT IN A REQUIREMENT FOR THE REGISTRATION, OR THE PUBLICATION BY THEISSUER OR ANY OF THE UNDERWRITERS OF A PROSPECTUS PURSUANT TO THENORWEGIAN SECURITIES TRADING ACT OF 29 JUNE 2007.

INVESTMENT SERVICES, INCLUDING OFFERING OF SECURITIES, CAN ONLY BE MADE EITHERBY INVESTMENT FIRMS AUTHORIZED BY THE FINANCIAL SUPERVISORY AUTHORITY OFNORWAY OR BY INVESTMENT FIRMS PROVIDING INVESTMENT SERVICES BY AUTHORISED CROSSBORDER ACTIVITY CF. THE NORWEGIAN SECURITIES TRADING ACT OF 29 JUNE 2007 CHAPTER 9.THE ISSUER RESERVES ITS RIGHTS, AT ITS SOLE DISCRETION, TO REJECT ANY SUBSCRIPTIONMADE THROUGH NON-AUTHORIZED INVESTMENT FIRMS.

IN NO CIRCUMSTANCES MAY AN OFFER OF BONDS BE MADE IN THE NORWEGIAN MARKETWITHOUT THE BONDS BEING REGISTERED IN THE NORWEGIAN CENTRAL SECURITIESDEPOSITORY (THE "VPS") IN DEMATERIALISED FORM, TO THE EXTENT SUCH BONDS SHALL BEREGISTERED ACCORDING TO THE NORWEGIAN SECURITIES REGISTRY ACT (NORWEGIAN:VERDIPAPIRREGISTERLOVEN, 2002) AND ITS REGULATIONS.

THIS OFFERING CIRCULAR IS FURNISHED TO POTENTIAL INVESTORS SOLELY FOR THEIRINFORMATION AND MAY NOT BE REPRODUCED OR REDISTRIBUTED TO ANY OTHER PERSON. IT ISSTRICTLY CONFIDENTIAL AND IS SOLELY DESTINED FOR PERSONS OR INSTITUTIONS TO WHICHIT WAS INITIALLY SUPPLIED. THIS OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER ORINVITATION TO SUBSCRIBE FOR OR TO PURCHASE ANY OF THE BONDS. NEITHER THIS OFFICIALSTATEMENT NOR ANYTHING HEREIN SHALL FORM THE BASIS OF ANY CONTRACT ORCOMMITMENT WHATSOEVER.

Selling Restrictions for Offer of Bonds in Singapore to Accredited Investors and Institutional Investors

Neither this Offering Circular nor any other document or material in connection with any offer of the Bondshas been or will be lodged or registered as a prospectus with the Monetary Authority of Singapore (“MAS”) underthe Securities and Futures Act (Cap. 289) of Singapore (“SFA”). Accordingly, MAS assumes no responsibility forthe contents of this Offering Circular. This Offering Circular is not a prospectus as defined in the SFA and statutoryliability under the SFA in relation to the contents of prospectuses would not apply. The prospective investors shouldconsider carefully whether the investment is suitable for it.

This Offering Circular and any other documents or materials in connection with this offer and the Bonds maynot be directly or indirectly issued, circulated or distributed, nor may the Bonds be offered or sold, or be made thesubject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore otherthan (i) to an institutional investor under section 274 of the SFA (“Institutional Investor”); (ii) to a relevant person(as defined in section 275(2) of the SFA) (“Relevant Person”) pursuant to section 275(1) of the SFA, and inaccordance with the conditions specified in section 275 of the SFA; (iii) to any person pursuant to the conditions ofsection 275(1A) of the SFA; or (iv) otherwise pursuant to, and in accordance with, the conditions of any otherapplicable provisions of the SFA.

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Any subsequent offers in Singapore of Bonds acquired pursuant to an initial offer made in reliance on anexemption under section 274 of the SFA or section 275 of the SFA may only be made, pursuant to the requirementsof section 276 of the SFA, for the initial six month period after such acquisition to persons who are InstitutionalInvestors or to accredited investors (as defined in section 4A of the SFA) (“Accredited Investor”) or RelevantPersons or to such persons pursuant to an offer referred to under section 275(1A) of the SFA. Any transfer after suchinitial six month period in Singapore shall be made, pursuant to the requirements of section 257 of the SFA, inreliance on any applicable exemption under Subdivision (4) of Division 1 of Part XIII of the SFA.

In addition to the above, where the Bonds are subscribed or purchased under section 275 of the SFA by aRelevant Person which is:

(1) a corporation (which is not an Accredited Investor the sole business of which is to hold investments andthe entire share capital of which is owned by one or more individuals, each of whom is an AccreditedInvestor; or

(2) a trust (where the trustee is not an Accredited Investor) whose sole purpose is to hold investments andeach beneficiary of the trust is an individual who is an Accredited Investor,

securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest(howsoever described) in that trust shall not be transferred within six months after that corporation or that trust hasacquired the Bonds pursuant to an offer made under section 275 of the SFA except:

(a) to an Institutional Investor or to a Relevant Person, or to any person arising from an offer referred toin section 275(IA) or section 276(4)(i)(B) of the SFA;

(b) where no consideration is or will be given for the transfer;

(c) where the transfer is by operation of law; or

(d) pursuant to Section 276(7) of the Securities and Futures Act.

Notice to Prospective Investors in Sweden

This Offering Circular has not been, and will not be, registered with or approved by the Swedish FinancialSupervisory Authority (Sw. Finansinspektionen). Accordingly, this Offering Circular is not intended for and maynot be made available to the public in Sweden. Nor may the Bonds otherwise be marketed and offered for sale, otherthan under circumstances that are deemed not to be an offer to the public in Sweden and will not result in arequirement to prepare a prospectus under the Swedish Financial Instruments Trading Act (1991:980).

Notice to Prospective Investors in Switzerland

This document is not intended to constitute an offer or solicitation to purchase or invest in the Bonds describedherein. The Bonds may not be publicly offered, sold or advertised, directly or indirectly, in, into or fromSwitzerland. This Offering Circular together with any accompanying documents does not constitute an issueprospectus pursuant to Art. 1156 and Art. 652a of the Swiss Federal Code of Obligations or a listing prospectuswithin the meaning of the listing rules of SIX Swiss Exchange Ltd or any other regulated trading facility inSwitzerland, and neither this Offering Circular nor any other offering or marketing material relating to the Bondsmay be publicly distributed or otherwise made publicly available in Switzerland.

Notice to Prospective Investors in the United Kingdom

This Offering Circular has not been approved for the purposes of Section 21 of the Financial Services andMarkets Act 2000 (“FSMA”) and does not constitute an offer to the public in accordance with the provisions ofSection 85 of the FSMA. It is for distribution only to, and is directed solely at, persons who (i) are outside theUnited Kingdom, (ii) are investment professionals, as such term is defined in Article 19(5) of the Financial Services

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and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”), (iii) arepersons falling within Article 49(2)(a) to (d) of the Financial Promotion Order, or (iv) are persons to whom aninvitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) inconnection with the issue or sale of any securities may otherwise be lawfully communicated or caused to becommunicated (all such persons together being referred to as “Relevant Persons”). This Offering Circular is directedonly at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Anyinvestment or investment activity to which this Offering Circular relates is available only to Relevant Persons andwill be engaged in only with Relevant Persons. Any person who is not a Relevant Person should not act or rely onthis Offering Circular or any of its contents.

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OFFERING SUMMARY

Issuer ...........................................................................JobsOhio Beverage System, an Ohio nonprofit corporation, atax-exempt organization under 501(c)(3) of the Code forfederal income tax purposes (the “Issuer”).

Issue.............................................................................$423,055,000* Statewide Senior Lien Liquor Profits Tax-Exempt Revenue Bonds, Series 2013A and $1,103,685,000*Statewide Senior Lien Liquor Profits Taxable Revenue Bonds,Series 2013B

Dated Date ...................................................................Date of Issuance

Maturity Dates .............................................................As shown on inside cover page

Purpose ........................................................................The Bonds are being issued to (i) finance the payment ofconsideration by the Issuer in connection with the granting ofan exclusive franchise to operate the State liquor enterprise(the “Liquor Enterprise”) to the Issuer and the transfer ofcertain assets of the State Liquor Enterprise from the Divisionof Liquor Control (the “Division”) to the Issuer, (ii) provideinitial working capital and (iii) finance certain costs of thetransactions related to the franchise and the transfer of certainassets. All currently outstanding bonds of the State backed bythe profits of the State Liquor Enterprise will be defeased atthe closing of the transactions contemplated by the TransferAgreement (as defined herein). For more information see“SUMMARY OF THE TRANSFER AGREEMENT.”

Security........................................................................Pursuant to the Transfer Agreement, the Issuer will receive allgross revenue from the distribution, merchandising and sale ofspirituous liquor in the State. The Bonds will be obligationsof the Issuer payable solely from the trust estate pledgedthereto under the Indenture, which trust estate consists of all ofthe Liquor Enterprise Profits, the trust fund held by theTrustee in which Liquor Enterprise Revenues shall bedeposited while obligations under the Indenture remainoutstanding, the debt service fund and the debt service reservefund maintained by the Trustee, and any and all otherproperty, rights and interests of every kind or description thatfrom time to time is granted, conveyed, pledged, transferred,assigned or delivered to the Trustee as additional security.See “SECURITY AND SOURCES OF PAYMENT FOR THEBONDS.”

“Liquor Enterprise Revenues” means (i) the sales of the Issuerrepresenting the gross sales (after application of any wholesaleliquor discount) of spirituous liquor and (ii) applicable taxesand governmental charges of any type collected by the LiquorEnterprise from the sale of spirituous liquor, calculated on anaccrual basis.

“Liquor Enterprise Profits” means Liquor Enterprise Revenuesremaining after all Ordinary Course Costs and Expenses.

*Preliminary, subject to change.

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THE BONDS ARE SPECIAL, LIMITED OBLIGATIONSOF THE ISSUER PAYABLE SOLELY FROM ASSETSHELD IN THE TRUST ESTATE, EQUALLY ANDRATABLY, AND ARE NOT GENERAL OBLIGATIONSOF THE ISSUER.

THE BONDS WILL NOT CONSTITUTE OBLIGATIONSOF ANY KIND OF THE STATE OR THE STATEPARTIES, AND NEITHER THE FAITH AND CREDIT OFTHE STATE, THE REVENUE OF THE STATE, NOR THETAXING POWER OR ANY OTHER POWER OF THESTATE OR THE STATE PARTIES ARE PLEDGED ASSECURITY FOR THE PAYMENT OF THE BONDS.

In connection with the Transfer Agreement, the State hascovenanted to maintain statutory authority for and cause to becharged wholesale and retail prices for spirituous liquor soldby the Issuer, the State or its agents so that the Minimum DebtService Coverage Ratio shall be at least 1.35. If the MinimumDebt Service Coverage Ratio is not met in any Fiscal Year, theIssuer will retain a Consultant, at the expense of the LiquorEnterprise, in a timely manner but in no event later than thirty(30) days after the completion of the Fiscal Year during whichthe Minimum Debt Service Coverage Ratio is not met, toreview and analyze and make recommendations with respectto the revenues, expenses and operations of the LiquorEnterprise, and to submit a written report to the Division, theOffice of Budget and Management of the State of Ohio (the“OBM”), the Issuer and the Trustee within sixty (60) days ofits engagement, containing the Consultant’s recommendationsas to revisions of prices charged and costs incurred that willproduce at least an amount of Liquor Enterprise Profits for thethen-current Fiscal Year sufficient meet the Minimum DebtService Coverage Ratio. The Consultant shall also provideany other recommendations it may have in a separate advisoryletter.

Redemption..................................................................The Series 2013A Bonds are subject to redemption prior totheir stated maturity, at the option of the Issuer, in whole or inpart on any date, with maturities [and interest rates within amaturity] to be designated by the Issuer at the redemptionprices described under the heading “THE BONDS –Redemption Provisions – Series 2013A Bonds OptionalRedemption”. The Series 2013B Bonds are subject toredemption prior to their stated maturity, at the option of theIssuer, in whole or in part on any date, with maturities [andinterest rates within a maturity] to be designated by the Issuerat the redemption prices described under the heading “THEBONDS — Redemption Provisions — Series 2013B BondsMake-Whole Optional Redemption.” In addition, the Bondsare subject to mandatory sinking fund redemptions asdescribed under the heading “THE BONDS — RedemptionProvisions — Mandatory Sinking Fund Redemption.”

Additional Bonds Tests ...............................................Prior to the issuance of any additional obligations secured byLiquor Enterprise Profits, the Issuer must receive the consent

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of the Director of Budget and Management of the State, unlessthe Issuer has provided 30 days prior written notice to thatDirector of the planned issuance, and such additionalobligations (i) are fixed rate bonds that will be satisfied in full,in the ordinary course of business, by the 25th anniversary ofthe closing date under the Transfer Agreement; (ii) do notinvolve any “credit facility,” “interest rate hedge” (each asdefined in applicable provisions of Ohio law) or anyDerivative Agreement (as defined herein); (iii) at the time oftheir issuance, have a projected ratio of Liquor EnterpriseProfits to debt service on all obligations secured by LiquorEnterprise Profits, including the proposed additionalobligations, which exceeds 1.50 (the “Required Debt ServiceRatio”) for each year that the proposed additional obligationsare scheduled to be outstanding; and (iv) do not limit the StateParties’ remedies under the Transfer Agreement. See“SUMMARY OF THE TRANSFER AGREEMENT —Ongoing Covenants of the Issuer.”

Prior to the issuance of any additional obligations secured byLiquor Enterprise Profits that are in parity with the Bonds, theIssuer must also provide to the Trustee a certificate of anofficer demonstrating that the ratio determined by dividing (i)the Liquor Enterprise Profits for any twelve (12) consecutivecalendar months out of the most recent period of eighteen (18)full calendar months preceding the proposed transaction, by(ii) Maximum Annual Debt Service (including any proposedRequired Payments on the proposed Parity Obligations to beincurred, if any) is not less than 2.00.

See “SECURITY AND SOURCES OF PAYMENT FOR THEBONDS — Additional Obligations.”

Debt Service Coverage ................................................In accordance with the Additional Bonds Test describedabove, the adjusted Liquor Enterprise Profits for a twelveconsecutive calendar month period out of the most recentperiod of eighteen months of $261.3 million were equal to2.44* times of Maximum Annual Debt Service on the Bonds($107.1* million). See “Debt Service Table” herein and “THELIQUOR ENTERPRISE — Adjusted Revenues Chart” herein.

Ratings.........................................................................The Bonds have been rated “AA” (stable outlook) by Standard& Poor’s Ratings Services, a Division of the McGraw-HillCompanies, Inc. (“S&P”) and “A2” (developing outlook) byMoody’s Investors Service (“Moody’s”). None of thesesecurities ratings is a recommendation to buy, sell or holdthese securities. Each rating may be subject to revision orwithdrawal at any time, and should be evaluatedindependently of any other rating.

Tax Matters..................................................................For a discussion of certain tax considerations related to theBonds, see below under the caption “TAX MATTERS”.Prospective investors are urged to consult their own taxadvisors regarding the tax consequences of acquiring, holdingor disposing of the Bonds, in light of their personal investmentcircumstances.

*Preliminary, subject to change.

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Legal Opinion..............................................................Squire Sanders (US) LLP will issue opinions to theUnderwriters and the Issuer on certain legal matters relating tothe issuance of the Bonds. See “APPENDIX H – Form ofBond Counsel Opinion” for the form of bond counsel opinion.

Underwriters ................................................................CitigroupJ.P. MorganBofA Merrill LynchMorgan Stanley

Fifth Third SecuritiesThe Huntington Investment CompanyKeyBanc Capital Markets Inc.Loop Capital Markets

Trustee, Bond Registrar and Paying Agent .................The Huntington National Bank

Book-Entry Only System.............................................The Bonds will be issued as fully registered Bonds in book-entry form only and when issued will be registered in thename of Cede & Co., as nominee of DTC. See “APPENDIXG - Book-Entry Only System” for more information.

Delivery and Payment .................................................[______________]

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TABLE OF CONTENTS

ADDITIONAL INFORMATION FROM COVER PAGE ......................................................................................................iIRS CIRCULAR 230 NOTICE ...............................................................................................................................................iiSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS..........................................................................iiOFFERING SUMMARY.......................................................................................................................................................ixINTRODUCTION...................................................................................................................................................................1

The Issuer and JobsOhio............................................................................................................................................1Authorization.............................................................................................................................................................1Purpose ......................................................................................................................................................................2Liquor Enterprise .......................................................................................................................................................2Security......................................................................................................................................................................2

PLAN OF FINANCE ..............................................................................................................................................................3Overview ...................................................................................................................................................................3Other Indebtedness ....................................................................................................................................................3Sources and Estimated Uses of Funds .......................................................................................................................3Debt Service Table ....................................................................................................................................................4

THE BONDS...........................................................................................................................................................................4General ......................................................................................................................................................................4Redemption Provisions..............................................................................................................................................5

Series 2013A Bonds Optional Redemption. ...............................................................................................5Series 2013B Bonds Make-Whole Optional Redemption...........................................................................5Mandatory Sinking Fund Redemption. ....................................................................................................6Calculation of Series 2013B Bonds Redemption Price...............................................................................7Selection of Bonds of Any Series for Redemption. ....................................................................................7Notice of Redemption. ................................................................................................................................8Effect of Redemption. .................................................................................................................................8

SECURITY AND SOURCES OF PAYMENT FOR THE BONDS.......................................................................................9Liquor Enterprise Revenues and Liquor Enterprise Profits .......................................................................................9Spirituous Liquor Pricing and Debt Service Coverage Covenant............................................................................10Funds Established by the Indenture .........................................................................................................................10

Revenue Fund ...........................................................................................................................................10Tax Fund ...................................................................................................................................................11Operations Fund........................................................................................................................................11Debt Service Fund.....................................................................................................................................11No Debt Service Reserve Fund for the Bonds ..........................................................................................11Subordinated Indebtedness Debt Service Fund and Subordinated Indebtedness DebtService Reserve Fund................................................................................................................................11Rebate Fund ..............................................................................................................................................11Deferred Payment Reserve Fund ..............................................................................................................12General Purpose Fund...............................................................................................................................12

Flow of Funds..........................................................................................................................................................12Additional Obligations ............................................................................................................................................14Covenant to Enforce the Agreements ......................................................................................................................15

THE LIQUOR ENTERPRISE...............................................................................................................................................15State’s Powers and Authority Related to Liquor Sales ............................................................................................17Management of the Division of Liquor Control ......................................................................................................18Agencies ..................................................................................................................................................................18The Role of the Issuer, the Division of Liquor Control and the Department of Commerce in theLiquor Enterprise .....................................................................................................................................................19

Generally...................................................................................................................................................19Statutory Merchandising Functions ..........................................................................................................19Regulatory Functions ................................................................................................................................20

Pricing Methodology ...............................................................................................................................................20Retail and Wholesale Marketing Efforts .................................................................................................................21Enforcement ............................................................................................................................................................21

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Gallonage Tax .........................................................................................................................................................21Adjusted Pledged Liquor Profits (Unaudited) .........................................................................................................22

SUMMARY OF THE TRANSFER AGREEMENT.............................................................................................................23Consideration...........................................................................................................................................................23

Deferred Payments to the State .................................................................................................................24Interim Arrangements..............................................................................................................................................24Covenants of the Parties ..........................................................................................................................................25

Ongoing Obligations of the State Parties ..................................................................................................25Ongoing Obligations of the Issuer ............................................................................................................25Ongoing Obligations of JobsOhio.............................................................................................................26Liquor Revenue Covenants .......................................................................................................................27

Pre-Termination Arrangements ...............................................................................................................................28Pre-Remedy Arrangements......................................................................................................................................28Events of Default under the Transfer Agreement ....................................................................................................29

Defaults by the Issuer and JobsOhio .........................................................................................................29Default by the State under the Transfer Agreement..................................................................................30

Termination or other State Party Rights Prior to an Event of Default or the Expiration of theTransfer Agreement .................................................................................................................................................31Consequences of Termination and Reversion..........................................................................................................31

SUMMARY OF THE SERVICES AGREEMENT ..............................................................................................................31Covered Services .....................................................................................................................................................32Services Fees ...........................................................................................................................................................32Business Plan...........................................................................................................................................................32Term and Termination .............................................................................................................................................32Remedies for Breach ...............................................................................................................................................33

THE ISSUER AND JOBSOHIO...........................................................................................................................................33Background..............................................................................................................................................................33Non-Governmental Status .......................................................................................................................................33Entity Structure........................................................................................................................................................34Governance..............................................................................................................................................................35

Board of Directors of JobsOhio ................................................................................................................35Board of Directors of the Issuer ................................................................................................................36Executive Officers of JobsOhio and the Issuer .........................................................................................36

RISK FACTORS ...................................................................................................................................................................37Litigation .................................................................................................................................................................37Bondholders May Have Difficulty Selling the Bonds In Any Secondary Market. ..................................................37The Bonds may not be a suitable investment for all investors.................................................................................37General Economic Conditions may affect the profitability of the Liquor Enterprise. .............................................38Changes in consumer preferences or discretionary consumer spending may affect the profitabilityof the Liquor Enterprise...........................................................................................................................................38The Ohio General Assembly may propose and enact an increase of the gallonage tax on spirituousliquor. ......................................................................................................................................................................38The loss of management personnel or management services could have an adverse impact upon theIssuer’s business and its ability to service the debt..................................................................................................38The Issuer will be relying upon the Division to provide services under the Services Agreement. ..........................38Redemption may adversely affect your return on the Series 2013A Bonds. ...........................................................39Holders of the Bonds may be dependent on the action or inaction of other holders of the Bonds orother Obligations. ....................................................................................................................................................39

TRUSTEE..............................................................................................................................................................................39LITIGATION ........................................................................................................................................................................39LEGAL OPINIONS ..............................................................................................................................................................40TAX MATTERS ...................................................................................................................................................................40

Series 2013A Bonds ................................................................................................................................................40Risk of Future Legislative Changes and/or Court Decisions ....................................................................42Original Issue Discount and Original Issue Premium ...............................................................................42

Series 2013B Bonds.................................................................................................................................................43

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U.S. Holders ............................................................................................................................................................44Tax Consequences to U.S. Holders Holding Series 2013B Bonds ...........................................................44Tax Consequences to U.S. Holders on the Purchase, Sale, Exchange, and Retirement ofthe Series 2013B Bonds ............................................................................................................................45

Recent Legislation Affecting U.S. Holders .............................................................................................................45Non-U.S. Holders ....................................................................................................................................................46

Tax Consequences to Non-U.S. Holders Holding Series 2013B Bonds ...................................................46United States Estate Tax Considerations ..................................................................................................46Information Reporting and Backup Withholding......................................................................................46

RATINGS..............................................................................................................................................................................48CERTAIN LEGAL MATTERS ............................................................................................................................................48UNDERWRITING ................................................................................................................................................................48CONTINUING DISCLOSURE.............................................................................................................................................49MISCELLANEOUS..............................................................................................................................................................49

APPENDICES:Appendix A: Unaudited Financial Statements of State Existing Liquor EnterpriseAppendix B: Key Defined TermsAppendix C: Summary of Certain Provisions of the IndentureAppendix D: Form of Transfer AgreementAppendix E: Form of Operations Services AgreementAppendix F: Form of Continuing Disclosure AgreementAppendix G: Book-Entry Only SystemAppendix H: Form of Bond Counsel Opinion

(This Page Intentionally Left Blank)

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OFFERING CIRCULAR

RELATING TO

$1,526,740,000

JOBSOHIO BEVERAGE SYSTEM

STATEWIDE SENIOR LIEN LIQUOR PROFITS TAX-EXEMPT REVENUE BONDS, SERIES 2013A

AND

STATEWIDE SENIOR LIEN LIQUOR PROFITS TAXABLE REVENUE BONDS, SERIES 2013B

INTRODUCTION

This Offering Circular, including the cover page and inside cover page hereof and the Appendices hereto,sets forth information regarding the issuance by JobsOhio Beverage System (the “Issuer”, as such term is more fullydefined in APPENDIX B attached to this Offering Circular), an Ohio nonprofit corporation whose sole member isJobsOhio, an Ohio nonprofit corporation (“JobsOhio”), of $423,055,000* Statewide Senior Lien Liquor Profits Tax-Exempt Revenue Bonds, Series 2013A (the “Series 2013A Bonds”) and $1,103,685,000* Statewide Senior LienLiquor Profits Taxable Revenue Bonds, Series 2013B (the “Series 2013B Bonds” and, together with the Series2013A Bonds, the “Bonds”). Terms used in this Offering Circular and not otherwise defined herein shall have thesame meanings set forth in APPENDIX B hereto. The Bonds are being issued pursuant to a Master Trust Indentureand a First Supplemental Trust Indenture and a Second Supplemental Trust Indenture thereto, each dated as of thedate of issuance of the Bonds (together, the “Indenture”), between the Issuer and The Huntington National Bank,Attn: Corporate Trust, 7 Easton Oval - EA4E63, Columbus, Ohio 43219, as trustee (the “Trustee”). JobsOhio is notand will not become an obligated party under the Indenture. As of the date of their issuance, the Bonds will be theonly bonds that have been issued under the Indenture. Additional obligations on a parity with the Bonds may beissued in the future under the terms of the Indenture. See “SECURITY AND SOURCES OF PAYMENT FOR THEBONDS — Additional Obligations” herein.

The Issuer and JobsOhio

The Issuer, an Ohio nonprofit corporation, qualifies as a tax-exempt organization under Section 501(c)(3)of the Internal Revenue Code, as amended (the “Code”), for federal income tax purposes. The Issuer will receive afranchise in, own certain assets of, and shall operate the Liquor Enterprise (as defined below) pursuant to the termsof a Franchise and Transfer Agreement (the “Transfer Agreement”) entered into among the Issuer, JobsOhio, theDepartment of Commerce, Division of Liquor Control of the State of Ohio (the “Division”) and the Office of Budgetand Management of the State of Ohio (“OBM”). The Division and OBM are referred to collectively herein as the“State Parties.” Pursuant to the Transfer Agreement, the Issuer will receive all gross revenue from the distribution,merchandising and sale of spirituous liquor in the State.

JobsOhio, the sole member of the Issuer, was formed under the laws of the State of Ohio (the “State”) onJuly 5, 2011, and was established to encourage business development in the State and to lead Ohio’s job-creationefforts by singularly focusing on attracting and retaining jobs, with an emphasis on strategic industry sectors in areasof statewide and regional strength. JobsOhio is qualified as a tax-exempt organization under 501(c)(4) of the Code.

Authorization

The issuance of the Bonds is authorized under and pursuant to a resolution of the Issuer adopted onJanuary 6, 2013 and under the terms of the Indenture.

Preliminary, subject to change.

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Purpose

The Bonds are being issued to (i) finance the payment of consideration by the Issuer in connection with thegranting of a franchise to operate the State liquor enterprise (the “Liquor Enterprise”) to the Issuer and the transferof certain assets of the State Liquor Enterprise from the Division to the Issuer, (ii) provide initial working capitaland (iii) finance certain costs of the transactions contemplated by the Transfer Agreement. For federal income taxpurposes, a portion of the Bonds is being treated as refunding bonds. All currently outstanding bonds of the Statebacked by the profits of the State liquor enterprise will be defeased at the closing of the transactions contemplatedby the Transfer Agreement (as defined herein). See “PLAN OF FINANCE — Sources and Estimated Uses ofFunds.”

Liquor Enterprise

The State Liquor Enterprise has been operated by the State since 1934 as part of the overall program ofState control of the production, distribution, use and sale of alcoholic beverages in the State. The Liquor Enterprisesells spirituous liquor at retail to the ultimate consumers, and at wholesale to permit holders, such as taverns,restaurants, hotels and clubs which sell liquor by the drink. All liquor sales are through agency stores (“Agencies”)which sell all liquor intended for use or consumption by the purchaser. As of November 30, 2012, there were 463Agencies in the State. For more information refer to the section heading “THE LIQUOR ENTERPRISE” below.

Upon the receipt of sufficient funds from this offering and the closing of the transactions provided for inthe Transfer Agreement, certain assets of the Liquor Enterprise will be transferred to the Issuer and the Issuer willreceive from the State an exclusive franchise within the State of Ohio to operate the Liquor Enterprise.

Pursuant to the terms of an Operations Services Agreement between and among the Issuer, JobsOhio, OBMand the Division (the “Services Agreement”), the Division will continue to provide management, operational andadministrative services for the Liquor Enterprise in exchange for ongoing fees. For more information refer to thesection heading “OPERATIONS SERVICES AGREEMENT” below.

Security

Under the Transfer Agreement, the Division will grant to the Issuer an exclusive franchise in the LiquorEnterprise and will transfer certain assets of the Liquor Enterprise to the Issuer in return for consideration. See“SUMMARY OF THE TRANSFER AGREEMENT – Consideration.” The consideration includes a payment on thetransfer date and deferred payments to the State. Any deferred payments will be subordinate to the Bonds. Pursuantto the Transfer Agreement, the Issuer will receive all gross revenue from the distribution, merchandising and sale ofspirituous liquor in the State.

Under the terms of the Indenture, the Issuer has pledged to the Trustee all of the Liquor Enterprise Profits(as defined herein under “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS — Liquor EnterpriseRevenues and Liquor Enterprise Profits) and all proceeds from the Liquor Enterprise Profits, the trust fund held bythe Trustee in which Liquor Enterprise Revenues shall be deposited while obligations under the Indenture remainoutstanding (the “Revenue Fund”), the debt service fund and the debt service reserve fund, if any, maintained by theTrustee (the “Debt Service Fund” and the “Debt Service Reserve Fund,” respectively, all as described herein under“SECURITY AND SOURCES OF PAYMENT FOR THE BONDS — Funds Established by the Indenture”), andany and all other property, rights and interests of every kind or description that from time to time is granted,conveyed, pledged, transferred, assigned or delivered to the Trustee as additional security (the “Trust Estate”).Certain moneys released from the lien of the Indenture pursuant to its terms and certain other funds held pursuant tothe terms of the Indenture will not be pledged for the benefit of owners of the Bonds. Those funds include the TaxFund, the Operations Fund, the General Purpose Fund and the Rebate Fund, all as described herein under“SECURITY AND SOURCES OF PAYMENT FOR THE BONDS — Funds Established by the Indenture.”

The Bonds will be special obligations of the Issuer, payable solely from the Trust Estate assigned andpledged by the Indenture to secure such payment (see “SECURITY AND SOURCES OF PAYMENT FOR THEBONDS”). No other entity, except in the case of a transfer of the Liquor Enterprise to an entity related to the Issuer,has any liability with respect to the Bonds.

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PLAN OF FINANCE

Overview

The Issuer will use the proceeds of the Bonds to, among other things fund consideration to be paid inconnection with the Transfer Agreement. The Bonds are being issued to (i) finance the payment of consideration bythe Issuer in connection with the granting of an exclusive franchise to operate the Liquor Enterprise to the Issuer andthe transfer of certain assets of the Liquor Enterprise from the Division to the Issuer, (ii) provide initial workingcapital and (iii) finance certain costs of the transactions related to the franchise and the transfer of certain assets. Allcurrently outstanding bonds of the State backed by the profits of the Liquor Enterprise will be defeased at theclosing of the transactions contemplated by the Transfer Agreement. As additional consideration to the State as partof the Transfer Agreement, the Issuer will assume certain ordinary course liabilities and payables related to theongoing operation of the Liquor Enterprise and, going forward, the State may receive deferred payments (whichdeferred payments, if any, will be subordinate to the Bonds). See “SUMMARY OF THE TRANSFERAGREEMENT – Consideration.”

Other Indebtedness

Upon their issuance, the Bonds will be the only issue outstanding under the Indenture and the Issuer has noplans currently for the issuance of any other obligations under the Indenture.

Sources and Estimated Uses of Funds

The Issuer will receive, as of the time of delivery of the Bonds to the Underwriters, [__________] percentof the aggregate price at which the Bonds are sold by the Underwriters on behalf of the Issuer, without deduction forany additional commission, directly or indirectly, and without liability to pay additional sums to the Underwriters ascommission. The proceeds of the Bonds and the estimated uses of such funds are shown below:

Sources of FundsPrincipal Amount of the Series 2013A Bonds $423,055,000Principal Amount of the Series 2013B Bonds 1,103,685,000Net Original Issue Premium 42,513,458

TOTAL SOURCES $1,569,253,458

Uses of FundsRefunding of Current State Bonds $829,946,711Remainder of Consideration to State 600,000,000

Total Consideration to State 1,429,946,711Working Capital 125,000,000Capitalized Interest 5,126,439Costs of Transfer Transaction and Issuance of Bonds 9,180,308

TOTAL USES $1,569,253,458

Preliminary, subject to change.

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Debt Service Table 1

The following table sets forth the debt service requirements in each Fiscal Year for the Bonds:

Fiscal Year EndingJune 30 Principal* Interest* Total Debt Service*

2014 $.................... $ 60,601,834 $ 60,601,8342015 41,190,000 65,911,361 107,101,3612016 41,905,000 65,195,349 107,100,3492017 42,780,000 64,316,666 107,096,6662018 43,800,000 63,301,374 107,101,3742019 44,980,000 62,117,070 107,097,0702020 46,355,000 60,745,231 107,100,2312021 47,865,000 59,231,422 107,096,4222022 49,575,000 57,524,441 107,099,4412023 51,405,000 55,692,474 107,097,4742024 53,375,000 53,725,953 107,100,9532025 55,665,000 51,431,362 107,096,3622026 58,060,000 49,038,323 107,098,3232027 60,555,000 46,542,324 107,097,3242028 63,165,000 43,939,065 107,104,0652029 65,875,000 41,223,601 107,098,6012030 68,710,000 38,391,635 107,101,6352031 72,210,000 34,887,425 107,097,4252032 75,895,000 31,204,715 107,099,7152033 79,765,000 27,334,070 107,099,0702034 83,835,000 23,266,055 107,101,0552035 88,110,000 18,990,470 107,100,4702036 92,515,000 14,583,250 107,098,2502037 97,145,000 9,957,500 107,102,5002038 102,005,000 5,100,250 107,105,250

Total $1,526,740,000 $1,104,253,220 $2,630,993,2201 Calculated using estimated bond rates.

THE BONDS

General

The Bonds are issuable in the form and denominations, and will be dated and will mature, as set forth onthe cover page and inside cover page of this Offering Circular. The Bonds will bear interest at the interest rate[s]indicated on the inside cover page of this Offering Circular and such interest rate[s] shall remain fixed until thebonds mature. Pursuant to the Indenture, the Bonds may not be converted to bear interest in any alternative interestrate mode. The application of interest on the principal amount of the Bonds shall commence on the date of issuanceof the Bonds and shall end on the respective maturity dates shown on the cover page of this Offering Circular or anearlier redemption date.

The Series 2013A Bonds are to (i) mature on January 1 of the years 2015* through 2023* and on January 1,2038*, subject to prior redemption as described herein under “Redemption Provisions,” (ii) be dated the date of theirissuance and (iii) bear interest from that date until paid. The Series 2013B Bonds are to (i) mature on January 1 of

Preliminary, subject to change.

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the years 2015* through 2023* and on January 1, 2029* and January 1, 2035*, subject to prior redemption asdescribed herein under “Redemption Provisions,” (ii) be dated the date of their issuance and (iii) bear interest fromthat date until paid. Interest on the Bonds will be computed on the basis of a 360-day year consisting of twelve 30-day months.

The Bonds will be issued as fully registered Bonds in book-entry form only and when issued will beregistered in the name of Cede & Co., as nominee of DTC. The Bonds shall be issued in denominations of $5,000and any integral multiple thereof (each an “Authorized Denomination”). Interest on the Bonds will be payable on thefirst Business Day of each January and July, commencing July 1, 2013 (each an “Interest Payment Date”). Intereston the Bonds will be payable for the final interest rate period to the date on which the Bonds have been paid in full.

Principal of and premium, if any, and interest on the Bonds will be paid by the Trustee. Principal ispayable upon presentation of Bonds by the holders thereof. Interest on the Bonds shall be payable on each InterestPayment Date by the Trustee, by check mailed on the date on which due to the holders of the Bonds of such Seriesat the close of business on the Regular Record Date in respect of such Interest Payment Date at the registeredaddresses of holders. Any holder of Bonds in an aggregate principal amount in excess of $500,000 as shown on theregistration books kept by the Registrar who, prior to the Regular Record Date next preceding any Interest PaymentDate, shall have provided, or caused to be provided to, the Trustee with wire transfer instructions, interest payableon such Bonds shall be paid to the holder of such Bonds at the close of business on the Regular Record Date inrespect of such Interest Payment Date in accordance with the wire transfer instructions provided by the holder ofsuch Bonds.

The “Regular Record Date” with respect to any Interest Payment Date for the Bonds is the 15th dayimmediately preceding such Interest Payment Date (or, in the event that an Interest Payment Date shall occur lessthan 15 days after the first day of an interest rate period, such first day). Notwithstanding the foregoing, so long asrecords of ownership of the Bonds are maintained through the Book-Entry Only System described below, allpayments to the Beneficial Owners of the Bonds will be made in accordance with the procedures described inAPPENDIX G attached hereto.

Redemption Provisions

Series 2013A Bonds Optional Redemption.*

The Series 2013A Bonds are subject to redemption prior to their stated maturity dates at the option of theIssuer, in whole or in part on any date on or after _____________, with maturities [and interest rates within amaturity] to be designated by the Issuer at a redemption price equal to the principal amount of such Series 2013ABonds to be redeemed plus accrued interest on the Series 2013A Bonds.

Series 2013B Bonds Make-Whole Optional Redemption.*

The Series 2013B Bonds are subject to redemption prior to their stated maturity dates at the option of theIssuer, in whole or in part on any date, with maturities to be designated by the Issuer at a redemption price equal tothe greater of:

(1) the percentage of the principal amount of such 2013B Bonds to be redeemed set forth on the insidecover page of this Offering Circular as the “price” (but not less than 100% of the principal amount); or

(2) the sum of the present value of the remaining scheduled payments of principal and interest to thematurity date of the Series 2013B Bonds to be redeemed, not including any portion of those payments of interestaccrued and unpaid as of the date on which the 2013B Bonds are to be redeemed, discounted to the date on whichthe 2013B Bonds are to be redeemed on a semiannual basis, assuming a 360-day year consisting of twelve 30-daymonths, at the Treasury Rate (defined below), plus [___] basis points;

Preliminary, subject to change.

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plus, in each case, accrued interest on the 2013B Bonds to be redeemed to the redemption date.

“Treasury Rate” means, with respect to any redemption date for a particular 2013B Bond, the yield tomaturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled andpublished in the most recently published statistical release designated H.15(519) Selected Interest Rates (the“Statistical Release”) that has become publicly available at least two Business Days, but not more than forty-five(45) calendar days, prior to the redemption date (excluding inflation-indexed securities) (or, if such StatisticalRelease is no longer published, any publicly available source of similar market data) most nearly equal to the periodfrom the redemption date to the maturity date of the 2013B Bond to be redeemed; provided, however, that if theperiod from the redemption date to such maturity date is less than one year, the weekly average yield on actuallytraded United States Treasury securities, adjusted to a constant maturity of one year will be used.

Mandatory Sinking Fund Redemption.*

The Series 2013A Bonds maturing on January 1, 2038*, shall be subject to mandatory sinking fundredemption in part by lot on January 1, 2035* and each year thereafter to maturity, from moneys in the Debt ServiceFund established under the Indenture, at a redemption price of par, plus accrued interest, in the years and amountsset forth in the following table:

Mandatory Sinking FundPayment DateJanuary 1*

Mandatory SinkingFund Payment*

2035 $ 86,390,0002036 92,515,0002037 97,145,0002038 102,005,0001

_____________(1) Amount remaining at maturity.

The Series 2013B Bonds maturing on January 1, 2029 , shall be subject to mandatory sinking fundredemption in part on a pro rata basis January 1, 2024* and each year thereafter to maturity, from moneys in theDebt Service Fund established under the Indenture, at a redemption price of par, plus accrued interest, in the yearsand amounts set forth in the following table:

Mandatory Sinking FundPayment DateJanuary 1*

Mandatory SinkingFund Payment*

2024 $53,375,0002025 55,665,0002026 58,060,0002027 60,555,0002028 63,165,0002029 65,875,0001

_____________(1) Amount remaining at maturity.

Preliminary, subject to change.

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The Series 2013B Bonds maturing on January 1, 2035 , shall be subject to mandatory sinking fundredemption in part on a pro rata basis January 1, 2030* and each year thereafter to maturity, from moneys in the DebtService Fund established under the Indenture, at a redemption price of par, plus accrued interest, in the years andamounts set forth in the following table:

Mandatory Sinking FundPayment DateJanuary 1*

Mandatory SinkingFund Payment*

2030 $68,710,0002031 72,210,0002032 75,895,0002033 79,765,0002034 83,835,0002035 1,720,0001

_____________(1) Amount remaining at maturity.

If a portion of the Series 2013B Term Bonds of a given maturity date are called for optional redemption inpart (see “ – Series 2013B Make-Whole Bonds Optional Redemption” above), the remaining mandatory sinkingfund installments for the Series 2013B Term Bonds of that maturity shall be adjusted pro rata.

Calculation of Series 2013B Bonds Redemption Price.

At the request of the Trustee, the redemption price of the Series 2013B Bonds to be redeemed at the optionof the Issuer as described under “ — Make Whole Optional Redemption” shall be determined by an independentaccounting firm, investment banking firm or financial advisor retained by the Issuer at the Issuer’s expense tocalculate such redemption price. The Issuer and the Trustee may conclusively rely on the determination of suchredemption price by such independent accounting firm, investment banking firm or financial advisor and shall not beliable for such reliance.

Selection of Bonds of Any Series for Redemption.

Whenever provision is made for the redemption of the Series 2013A Bonds or the Series 2013B Bonds andless than all Outstanding Bonds of that series are to be redeemed, the Trustee, upon written instruction from theIssuer given at least 60 days prior to the date designated for such redemption, shall select Bonds of that series forredemption from such maturities [and interest rates within a maturity] in such order as the Issuer may direct. Withina maturity [and interest rate], the Trustee shall select Series 2013A Bonds of that series for redemption by lot;provided, however, that the Trustee shall select Series 2013B Bonds to be redeemed on the basis of a pro rata pass-through distribution of principal in accordance with DTC procedures and provided that, so long as the Bonds areheld in book-entry form the selection for redemption of such Bonds shall be made in accordance with theoperational arrangements of DTC then in effect and, if the DTC operational arrangements do not allow forredemption on the basis of a pro rata pass-through distribution of principal, the Series 2013B Bonds will be selectedfor redemption, in accordance with DTC procedures, by lot. The portion of any Series 2013A Bond to be redeemedin part shall be in the Principal Amount of $5,000 or any integral multiple thereof.

It is the Issuer’s intent that redemption allocations of Series 2013B Bonds made by DTC be made on thebasis of a pro rata pass-through distribution of principal as described above. However, neither the Issuer nor theUnderwriters can provide any assurance that DTC, DTC’s Direct and Indirect Participants or any otherintermediary will allocate the redemption of the Series 2013B Bonds on such basis. If the DTC operationalarrangements do not allow for the redemption of the Series 2013B Bonds on the basis of a pro rata pass-throughdistribution of principal as described above, then the Bonds will be selected for redemption, in accordance withDTC procedures, by lot.

Preliminary, subject to change.

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If the Series 2013B Bonds are not registered in book-entry only form, any redemption of less than all of amaturity of the Series 2013B Bonds shall be allocated among the registered owners of such Series 2013B Bonds ona pro-rata basis.

Notice of Redemption.

Notice of redemption shall be mailed by the Trustee, not less than thirty (30) days nor more than forty-five(45) days prior to the redemption date for the Bonds, to the holders of Bonds called for redemption at their addressesappearing on the bond registration books of the Trustee with a copy to the Issuer. The Trustee shall also give noticeof redemption by overnight mail or courier service to such securities information services as shall be designated bythe Issuer. Each notice of redemption shall state the date of such notice, the date of issue of the Bonds, theredemption date, the redemption price, the place or places of redemption (including the name and appropriateaddress of the Trustee), the maturity [and interest rate within a maturity], the CUSIP numbers, if any, and, in thecase of a series of Bonds to be redeemed in part only, the respective portions of the principal amount thereof to beredeemed. Each such notice shall also state that, subject to prior rescission as provided in the Indenture, on said datethere will become due and payable on the Bonds the redemption price thereof or of said specified portion of theprincipal amount thereof in the case of a Bond to be redeemed in part only, together with interest accrued thereon tothe redemption date, and that from and after such redemption date interest thereon shall cease to accrue, and shallrequire that such Bonds be then surrendered.

Any notice given pursuant to the Indenture may be rescinded by written notice given to the Trustee byIssuer no later than five (5) Business Days prior to the date specified for redemption. The Trustee shall give noticeof such rescission as soon thereafter as practicable in the same manner, and to the same persons, as notice of suchredemption was given pursuant to the Indenture.

Failure by the Trustee to give notice pursuant to the Indenture to any one or more of the securitiesinformation services or depositories designated by the Issuer, or the insufficiency of any such notice shall not affectthe sufficiency of the proceedings for redemption. Failure by the Trustee to mail notice of redemption pursuant tothe Indenture to any one or more of the respective holders of any Bonds designated for redemption shall not affectthe sufficiency of the proceedings for redemption with respect to the holders to whom such notice was mailed.

Notice of redemption of Bonds shall be given by the Trustee, at the expense of the Issuer, for and on behalfof the Issuer.

Effect of Redemption.

Notice of redemption having been duly given as provided in the Indenture, and moneys for payment of theredemption price of, together with interest accrued to the redemption date on, the Bonds (or portions thereof) socalled for redemption being held by the Trustee, on the redemption date designated in such notice, the Bonds (orportions thereof) so called for redemption shall become due and payable at the redemption price specified in suchnotice together with interest accrued thereon to the redemption date, interest on the Bonds so called for redemptionshall cease to accrue, said Bonds (or portions thereof) shall cease to be entitled to any benefit or security under theIndenture and the holders of said Bonds shall have no rights in respect thereof except to receive payment of saidredemption price and accrued interest to the date fixed for redemption from funds held by the Trustee for suchpayment.

All Bonds redeemed pursuant to the provisions of the Indenture shall be canceled upon surrender thereof.

AS LONG AS THE BONDS ARE HELD BY DTC IN BOOK-ENTRY FORM, THE SELECTION OFCERTAIN BONDS OF A MATURITY [OR INTEREST RATE WITHIN A MATURITY] WILL, HOWEVER, BEMADE BY DTC. If a portion of a Bond is called for redemption, a new Bond in the principal amount equal to theunredeemed portion thereof will be issued to the holder upon surrender thereof.

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SECURITY AND SOURCES OF PAYMENT FOR THE BONDS

The Bonds and any Additional Obligations will be payable solely from the Trust Estate, which consistsprimarily of the Liquor Enterprise Profits and all proceeds from the Liquor Enterprise Profits, the Revenue Fund, theDebt Service Fund and Debt Service Reserve Fund, if any, maintained by the Trustee, and any and all otherproperty, rights and interests of every kind or description that from time to time is granted, conveyed, pledged,transferred, assigned or delivered to the Trustee as additional security. The various funds related to the LiquorEnterprise Profits are defined below under the heading “— Funds Established by the Indenture.” Pursuant to theterms of the Indenture, the Issuer will grant, assign, pledge and transfer to the Trustee, for the benefit of the holdersof the Bonds, all right, title and interest of the Issuer in all Liquor Enterprise Profits, all to provide for the paymentof the Required Payments on the Bonds. Liquor Enterprise Profits are discussed in detail under “THE LIQUORENTERPRISE.”

THE BONDS ARE SPECIAL, LIMITED OBLIGATIONS OF THE ISSUER PAYABLE SOLELY FROMASSETS HELD IN THE TRUST ESTATE, EQUALLY AND RATABLY, AND ARE NOT GENERALOBLIGATIONS OF THE ISSUER.

THE BONDS WILL NOT CONSTITUTE OBLIGATIONS OF ANY KIND OF THE STATE OR THESTATE PARTIES, AND NEITHER THE FAITH AND CREDIT OF THE STATE, THE REVENUE OF THESTATE, NOR THE TAXING POWER OR ANY OTHER POWER OF THE STATE, THE STATE PARTIES ORANY AGENCY OF THE STATE, ARE PLEDGED AS SECURITY FOR THE PAYMENT OF THE BONDS.

The Issuer will receive an exclusive franchise to operate the Liquor Enterprise for twenty-five years. Theoperation of the Liquor Enterprise is expected to generate sufficient Liquor Enterprise Profits for the Issuer to makethe Required Payments. In addition to the foregoing, the State has covenanted to maintain statutory authority for,and cause to be charged wholesale and retail prices for spirituous liquor sold by the Issuer, the State or its Agentssufficient to ensure that the Issuer is able to meet a Minimum Debt Service Coverage Ratio of at least 1.35. See “—Spirituous Liquor Pricing and Debt Service Coverage Covenant” in this section.

The Bonds are not general obligations of the Issuer, and neither the faith and credit nor revenue of theIssuer are pledged as security for the payment of the Bonds.

The Bonds are not in any way obligations of the State or the State Parties, and neither the faith and credit ofthe State, the revenue of the State, nor the taxing power or any other power or of the State or the State Parties arepledged as security for the payment of the Bonds.

Liquor Enterprise Revenues and Liquor Enterprise Profits

“Liquor Enterprise Revenues” means (i) the sales of the Issuer representing the gross sales (afterapplication of any wholesale liquor discount) of spirituous liquor and (ii) applicable taxes and governmental chargesof any type collected by the Liquor Enterprise from the sale of spirituous liquor, calculated on an accrual basis.

“Liquor Enterprise Profits” means Liquor Enterprise Revenues remaining after all Ordinary Course Costsand Expenses.

“Ordinary Course Costs and Expenses” means any obligations incurred by the Issuer, in its sole andabsolute discretion, for costs of goods sold (calculated on a first-in first-out basis, including an appropriateallocation of freight costs by the case), as well as administrative and other operating costs and expenses of runningthe Liquor Enterprise in the Ordinary Course of Business and all taxes or governmental charges of any type imposedon the Liquor Enterprise. Any amounts due pursuant to the Services Agreement and any depreciation (incurred inconnection with the activities and operations of the Liquor Enterprise) shall be included in Ordinary Course Costsand Expenses. Notwithstanding anything to the contrary, any costs or expenses (a) incurred in connection with orincidental to the non-Liquor Enterprises activities and operations, if any, of the Issuer, (b) related to and includingRequired Payments, or (c) related to and including any amortization, impairment or depreciation (or alternativemethod of expensing) of the Franchise, Transferred Assets, goodwill or any combination thereof, are excluded.

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Any amount of Liquor Enterprise Revenues that have been transferred to the Tax Fund, the OperationsFund, the General Purpose Fund or the Rebate Fund (as such terms are defined in the Indenture) are no longertreated as Liquor Enterprise Profits. For a discussion of the historical revenues and profits of the Liquor Enterpriseand factors affecting their receipt, see the section heading “THE LIQUOR ENTERPRISE.”

Spirituous Liquor Pricing and Debt Service Coverage Covenant

In connection with the Transfer Agreement, the State has covenanted to maintain statutory authority for andcause to be charged wholesale and retail prices for spirituous liquor sold by the Issuer, the State or its agents so thatthe Minimum Debt Service Coverage Ratio shall be at least 135%. If the Minimum Debt Service Coverage Ratio isnot met in any Fiscal Year, the Issuer will retain a Consultant, at the expense of the Liquor Enterprise, in a timelymanner but in no event later than thirty (30) days after the completion of the Fiscal Year during which the MinimumDebt Service Coverage Ratio is not met, to review and analyze and make recommendations with respect to therevenues, expenses and operations of the Liquor Enterprise, and to submit a written report to the Division, OBM, theIssuer and the Trustee within sixty (60) days of its engagement, containing the Consultant’s recommendations as torevisions of prices charged and costs incurred that will produce at least an amount of Liquor Enterprise Profits forthe then-current Fiscal Year sufficient to meet the Minimum Debt Service Coverage Ratio. The Consultant shallalso provide any other recommendations it may have in a separate advisory letter.

If the Issuer, the Division and OBM follow each recommendation of the Consultant in its report applicableto it as permitted by law or the Issuer, the Division and OBM take such other actions as they may agree upon(provided, that the Consultant confirms in writing that such other actions are in its opinion likely to result incompliance with the Minimum Debt Service Coverage Ratio in the then current Fiscal Year of the LiquorEnterprise) and the Debt Service Coverage Ratio is at least 110%, then the failure to comply with the MinimumDebt Service Coverage Ratio is not an Event of Default of the State under the Transfer Agreement and the fact thatthe Minimum Debt Service Coverage Ratio is not met does not constitute a default or an Event of Default under theIndenture.

The failure to maintain statutory authority for and cause to be charged prices for spirituous liquor sufficientto meet the Minimum Debt Service Coverage Ratio combined with the State Parties’ failure to follow theConsultant’s recommendations will constitute an event of default under the Transfer Agreement, and give rise to allof the Issuer’s rights and remedies under the Transfer Agreement except for enforcement by writ of mandamus. Ifthe State fails to maintain statutory authority for and cause to be charged prices for spirituous liquor sufficient tomeet the Minimum Debt Service Coverage Ratio and the Debt Service Coverage Ratio falls below 110%, the Issuerwill have the ability to exercise all of its rights and remedies under the Transfer Agreement including enforcementby writ of mandamus. For more information, see “SUMMARY OF THE TRANSFER AGREEMENT — Events ofDefault under the Transfer Agreement — Defaults by the State under the Transfer Agreement.”

The Issuer has further covenanted that it will not terminate, reduce or materially modify its program for thesale of spirituous liquor in a way that would result in its inability to satisfy its covenants without first causing thedefeasance and discharge of its outstanding Obligations.

“Obligations” means the Bonds, as well as any Additional Obligations (whether such AdditionalObligations are in parity with the Bonds or subordinate to the Bonds).

“Parity Obligations” means the Bonds and all Additional Obligations that are in parity with the Bonds.

Funds Established by the Indenture

The following funds are established by the Indenture.

Revenue Fund

The Revenue Fund is a trust fund maintained in the custody of the Trustee to account for the deposit ofLiquor Enterprise Revenues required to be deposited in the Revenue Fund and the disbursement therefrom. So longas any of the Parity Obligations remain outstanding, all Liquor Enterprise Revenues will be deposited in theRevenue Fund by the Issuer.

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Tax Fund

The tax fund (“Tax Fund”) is a trust fund maintained in the custody of the Trustee. Money in the Tax Fundwill be used to pay taxes on Liquor Enterprise sales due to the State Department of Taxation and amounts due to theGeneral Revenue Fund of the State pursuant to Ohio law. Moneys and investments in the Tax Fund are not pledgedfor Required Payments on Parity Obligations secured by the Liquor Enterprise Profits and will be clear of any liencreated by the Master Indenture.

Operations Fund

The operations fund (the “Operations Fund”) shall be maintained in the custody of JobsOhio BeverageSystem. Money in the Operations Fund shall be used solely for the payment of Operating Expenses.Notwithstanding any other provisions herein, moneys and investments in the Operations Fund are not pledged forthe payment of Required Payments and shall be clear of any lien created by the Master Indenture.

Debt Service Fund

The Debt Service Fund is a trust fund maintained in the custody of the Trustee for Required Payments uponthe Parity Obligations as provided in the Indenture. The Indenture creates two accounts in the Debt Service Fund,both of which are held by the Trustee: (a) an “Interest Payment Account” for the payment of interest on the ParityObligations, and (b) a “Principal Payment Account” for the payment of principal on the Parity Obligations.Following the disbursement of Liquor Enterprise Revenues into the Tax Fund, and the Operations Fund, sufficientLiquor Enterprise Profits are required to be disbursed into the accounts of the Debt Service Fund for the Trustee tomake Required Payments on the Parity Obligations.

No Debt Service Reserve Fund for the Bonds

The Debt Service Reserve Fund, if any, is a trust fund maintained in the custody of the Trustee for reservesthat may be required pursuant to the terms of a series of Parity Obligations under a supplemental master indenture. Ifa reserve is required in connection with a series of Parity Obligations, the Trustee shall establish a separate accountwithin the Debt Service Reserve Fund or identify a current account within the Debt Service Reserve Fund intowhich it will deposit the required reserve. Whenever there is a deficiency in the Debt Service Fund for the paymentof Required Payments on a series of Parity Obligations for which a reserve is required, the Trustee shall make theRequired Payment from the respective account in the Debt Service Reserve Fund, if any. If the amount of moneys inthe Debt Service Fund and Debt Service Reserve Fund is sufficient to permit the purchase for cancellation orredemption of outstanding Parity Obligations on the next available redemption date for such Parity Obligations,without reducing the amount on hand in the Debt Service Fund and Debt Service Reserve Fund that is required to beon hand pursuant to the Indenture with respect to the Parity Obligations which will not be so cancelled or redeemed,such excess funds, plus any funds contributed by the Issuer, shall be used to accomplish such cancellation orredemption. There will be no Debt Service Reserve Fund for the Series 2013A Bonds and the Series 2013BBonds.

Subordinated Indebtedness Debt Service Fund and Subordinated Indebtedness Debt Service ReserveFund

The subordinated indebtedness debt service fund (the “Subordinated Indebtedness Debt Service Fund”) andthe subordinated indebtedness debt service reserve fund (the “Subordinated Indebtedness Debt Service ReserveFund”) are maintained in the custody of the trustee under any subordinated indebtedness trust indenture and may beused solely for the payment by the trustee under any subordinated indebtedness trust indenture of service charges onsuch subordinated indebtedness. Unless otherwise provided in a supplemental master indenture or a subordinatedindebtedness trust indenture, any amount remaining in the Subordinated Indebtedness Debt Service Fund and theSubordinated Indebtedness Debt Service Reserve Fund after all subordinated indebtedness has been paid anddischarged will be transferred to the General Purpose Fund.

Rebate Fund

The rebate fund (the “Rebate Fund”), if any, is a trust fund maintained in the custody of the trustee as atrust fund separate and distinct from all other funds of the Issuer and is used solely for the payment of RebateAmounts to the United States related to any tax-exempt bonds issued by the Issuer pursuant to the Indenture or a

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Related Debt Indenture. Moneys and investments in the Rebate Fund are not pledged for Required Payments on theParity Obligations.

Deferred Payment Reserve Fund

The deferred payment reserve fund (the “Deferred Payment Reserve Fund”) will be maintained in thecustody of the Trustee as a trust fund. Money in the Deferred Payment Reserve Fund will be used to pay DeferredPayments under the Transfer Agreement to the extent necessary. If, on the date any Deferred Payments are due tothe State, the amount in the Deferred Payment Reserve Fund exceeds the amount required to be paid to the State as aDeferred Payment, that excess shall be transferred on that date to the General Purpose Fund.

The Issuer may, at its sole discretion, deposit amounts not constituting Liquor Enterprise Profits into theDebt Service Fund, Debt Service Reserve Fund, Subordinated Indebtedness Debt Service Fund, SubordinatedIndebtedness Debt Service Reserve Fund and Rebate Fund.

General Purpose Fund

The general purpose fund (the “General Purpose Fund”) is maintained in the custody of the Issuer. TheIssuer may use or transfer moneys held in the General Purpose Fund for any lawful purpose of the Issuer. Moneysand investments in the General Purpose Fund are not pledged for Required Payments on the Parity Obligations andare not subject to any lien created by the Indenture.

Flow of Funds

All Liquor Enterprise Revenues shall be deposited into the Revenue Fund no later than the Business Dayfollowing their receipt by the Issuer. The Trustee will make the following payments from the Revenue Fund on thedates provided in the following order of priority:

(a) First: Into the Tax Fund, on the 5th of each month, the amount sufficient to pay all taxes collectedon the sale of spirituous liquor for the first fifteen days of the prior month, and on the 20th of each month, theamount sufficient to pay all taxes collected on the sale of spirituous liquor for the remainder of the prior month.

(b) Second: On any Business Day of each week agreed to by the Issuer and the Trustee, the Issuerwill provide to the Trustee an Officer’s Certificate providing the estimated Operating Expenses of the LiquorEnterprise for the next week, including amounts estimated to be needed to fund payments under the ServicesAgreement. Within two Business Days later, the Trustee shall transfer such weekly estimated Operating Expensesfrom the Revenue Fund to the Operations Fund. In addition, in the event of an unanticipated shortfall in theOperations Fund, on any Business Day the Issuer can request by an Officer’s Certificate an additional transfer forOperating Expenses from the Revenue Fund to the Operations Fund on a schedule to be agreed between the Issuerand the Trustee.

(c) Third: (1) Into the Interest Payment Account of the Debt Service Fund, on the twenty-fifth of eachof the first five months of an interest rate period, one-fifth of the amount necessary, after taking into account anyexcess money then on deposit in the Interest Payment Account, to provide for the interest due on the Obligations andany Related Debt on the next Interest Payment Date and, on the twenty-fifth of the sixth month of an interest rateperiod, the amount of any shortfall between such interest due and the amount then on deposit in the Interest PaymentAccount; (2) into the Principal Payment Account of the Debt Service Fund, on the twenty-fifth of each of the firstten months of a principal payment period, one-tenth of the amount necessary, after taking into account any excessmoneys then on deposit in the Principal Payment Account, to provide for the payment of principal of the Obligationsand any Related Debt, whether due to maturity or mandatory sinking fund requirements, on the next succeedingPrincipal Payment Date on which such principal is to be paid, and, on the twenty-fifth of the eleventh and twelfthmonths of a principal payment period, the amount of any short fall between such principal due and the amount thenon deposit in the Principal Payment Account; provided, however, that the deposits into the Debt Service Fund for aseries of Obligations or Related Debt then Outstanding may, at the discretion of the Obligated Group Agent, bediscontinued at such time as the amounts then on deposit and available in the Debt Service Fund and the applicableaccount in the Debt Service Reserve Fund for that series of Obligations or Related Debt are sufficient to permit thepurchase for cancellation or call for redemption at or before maturity all of the Obligations or Related Debt of that

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series then Outstanding and the Obligated Group Agent has notified the Master Trustee and the Related DebtTrustee, if any, to use such amounts to accomplish such purchase or redemption; and

(d) Fourth: Into the accounts created or designated in the Debt Service Reserve Fund, if any, on the25th of each month the amounts provided in any Supplemental Master Indenture or Related Debt Indenture, anamount equal to one-twelfth of the Required Reserve Deficiency (or such lesser amount as is provided in thatSupplemental Master Indenture or Related Debt Indenture), until the amount then on deposit in such Fund equals theRequired Reserve; provided, however, that any Required Reserve being initially funded from moneys other than theproceeds of the Parity Obligations or Related Debt must be funded from the General Purpose Fund or other moneysoutside of the Trust Estate.

(e) Fifth: Into the Subordinated Indebtedness Debt Service Fund, (1) into the interest payment accountof the debt service fund under the Subordinated Indebtedness Trust Indenture on the 25th of each month one-fifth ofthe amount necessary, after taking into account any money then on deposit in that interest payment account, toprovide for the interest due on the Subordinated Indebtedness on the next interest payment date for the SubordinatedIndebtedness; (2) into the principal payment account of the debt service fund under the Subordinated IndebtednessTrust Indenture on the 25th of each month one-tenth of the amount necessary, after taking into account any moneysthen on deposit in that principal payment account, to provide for the payment of principal of the SubordinatedIndebtedness, whether due to maturity or mandatory sinking fund requirements, on the next succeeding principalpayment date on which such principal is to be paid; provided, however, that the deposits into the debt service fundfor a series of Subordinated Indebtedness then Outstanding may, at the discretion of the Issuer, be discontinued atsuch time as the amounts then on deposit and available in the related debt service fund and the applicable account inthe debt service reserve fund for that series of Subordinated Indebtedness are sufficient to permit the purchase forcancellation or call for redemption at or before maturity all of the Subordinated Indebtedness of that series thenOutstanding and the Issuer has notified the Trustee and the trustee under the Subordinated Indebtedness TrustIndenture, if any, to use such amounts to accomplish such purchase or redemption.

(f) Sixth: Into the accounts created or designated in the Subordinated Indebtedness Debt ServiceReserve Fund, if any, on the 25th of each month the amounts provided in any Subordinated Indebtedness TrustIndenture, an amount equal to one-twelfth of any deficiency in the required reserve thereunder, if any, until theamount then on deposit in such Fund equals the reserve required by the Subordinated Indebtedness Trust Indenture(or such lesser amount as is provided in the Subordinated Indebtedness Trust Indenture); provided, however, thatany required reserve for Subordinated Indebtedness being initially funded from moneys other than the proceeds ofSubordinated Indebtedness must be funded from the General Purpose Fund or other moneys outside of the TrustEstate.

(g) Seventh: Into the Rebate Fund, if any, the amounts and at the times, provided in any SupplementalMaster Indenture or Related Debt Indenture for the payment of any Rebate Amount.

(h) Eighth: Into the Deferred Payment Reserve Fund, on the 25th of each month, the monthly amountbudgeted for that purpose by the Issuer.

(i) Ninth: Into the General Purpose Fund, on the 25th of each month, any amount of the moneysremaining in the Revenue Fund, which the Issuer has reasonably determined taking into account additional LiquorEnterprise Revenues projected to be received, will not be needed to make deposits required in First through Eighthabove.

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Summary Flow of Funds1

Additional Obligations

In order to ensure that the State Parties are satisfied that the issuance will not impair their right to receivedeferred payments under the Transfer Agreement, prior to the issuance of any Additional Obligations, the Issuermust receive the consent of the Director of OBM unless the Issuer has provided to that Director, at least 30 daysprior to their date of issuance, written notice of their planned issuance (including a copy of the calculation of the proforma Debt Service Coverage Ratio described in (iii) below), and such Obligations (i) are fixed rate bonds that will

1 This flow of funds summary depiction is qualified in its entirety by the express words set forth in “— Flow ofFunds” above and the terms of the Indenture.

Shaded fundsare held by theTrustee

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be satisfied in full, in the ordinary course of business, by the 25th anniversary of the Closing Date; (ii) do notinvolve any “credit facility,” “interest rate hedge” (each as defined in Section 9.98 of the Ohio Revised Code) or anyDerivative Agreement; (iii) at the time of their issuance, have a projected ratio of Liquor Enterprise Profits to debtservice on all Obligations, including the proposed Additional Obligations, which exceeds the Required Debt ServiceRatio for each year the proposed Additional Obligations are scheduled to be outstanding; and (iv) do not limit theState Parties’ remedies under the Transfer Agreement. See “SUMMARY OF THE TRANSFER AGREEMENT —Ongoing Covenants of the Issuer.”

Prior to the issuance of any Additional Obligations that are Parity Obligations, (1) the Issuer must alsoprovide to the Trustee a certificate of an officer demonstrating that the Transaction Test will be met, after givingeffect to the proposed transaction, (2) the ratings of S&P and Moody’s, respectively, of the proposed obligations arethe same as the respective rating of S&P or Moody’s of the Obligations then outstanding and (3) the requirements ofthe Subordinated Obligations Trust Indenture related to the issuance of Obligations, if any, shall be met.“Transaction Test” means the receipt by the Trustee of a certificate of an officer of the Issuer stating that the (i) theLiquor Enterprise Profits for any twelve (12) consecutive calendar months out of the most recent period of eighteen(18) full calendar months preceding the proposed transaction are at least 200% of (ii) Maximum Annual DebtService (including any proposed Required Payments on the proposed Parity Obligations to be incurred, if any). Inperforming the calculation for the Transaction Test, Debt Service Requirements on the Parity Obligations to be andonly to the extent to be, funded or refunded by the Parity Obligations then being issued shall be subtracted from theMaximum Annual Debt Service. Additionally, if there are any Obligations outstanding that are subordinated to theParity Obligations, all provisions and requirements of the subordinated indebtedness trust indenture or indenturesthat relate to the issuance of Parity Obligations shall be satisfied.

In accordance with the Additional Bonds Test described above, the adjusted Liquor Enterprise Profits for atwelve consecutive calendar month period out of the most recent period of eighteen months of $261.3 million wereequal to 2.44 times of Maximum Annual Debt Service on the Bonds ($107.1* million). See “Debt Service Table”herein and “THE LIQUOR ENTERPRISE — Adjusted Revenues Chart” herein.

Other requirements for the issuance of Additional Obligations include (i) certain opinions of counsel and(ii) that Issuer is not in default of any of their covenants or obligations contained in the Indenture or in theObligations, and the authentication and delivery of those Obligations will not result in any such default.

“Additional Obligations” means any indebtedness of the Issuer (including any bonds, loan agreements,notes, contracts, installment sale, reimbursement, revolving credit and standby bond purchase agreements) otherthan the Bonds, any Ancillary Obligations, Debt Obligations, or Hedging Obligations, or any combination thereof,that are secured by Liquor Enterprise Profits.

Covenant to Enforce the Agreements

The Issuer has covenanted to ask, demand, sue for, levy and use its best efforts to recover and receive suchsums of money, debts, dues or other demands whatsoever owed to the Issuer to which it may be entitled under anycontract, order, receipt, guaranty, warranty, writing or instruction in connection with any of the foregoing, and to enforcethe provisions of any contract, agreement, obligation, bond or other security that is to the benefit of the Issuer, including,without limitation, the Transfer Agreement.

THE LIQUOR ENTERPRISE

The Liquor Enterprise began immediately after the end of national Prohibition in 1933 and has continuedwithout interruption to date. It has been an integral part of the overall State system of alcoholic beverage controland enforcement. The Liquor Enterprise makes spirituous liquor available to the adult public in a reasonablyconvenient manner and without the types of advertising and promotions common in private industry. Ohio law

Preliminary, subject to change.

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defines “spirituous liquor” as all intoxicating beverages containing over 21% alcohol by volume (often stated asmore than “42-proof”). For purposes of this Offering Circular, spirituous liquor may also be referred to as “liquor.”

All liquor sales for carry out are through Agencies which sell all liquor intended for use or consumption bythe purchaser. The operations of the Liquor Enterprise no longer include State-operated stores (“State Stores”). The463 Agencies of the Liquor Enterprise are distributed among Ohio’s 88 counties, all as part of an ongoing programof locating outlets to accommodate shifts in population and to provide convenience to the public. Present State lawauthorizes (subject to local options) five outlets in each county, plus one additional Agency for each 20,000population increment after the first 40,000 in that county.

The information contained under “THE LIQUOR ENTERPRISE” has been prepared by the Division.Through Fiscal Year 1993, the Auditor of State audited the financial reports of the Division. Beginning in FiscalYear 1994, the Auditor has audited only those lines comprising “Liquor Sales” and “Costs of Goods Sold.” TheAuditor was not required by law to perform a full audit on each department or division of the State as a part of itsaudit of the State and did so only at the request of a department or division. The Auditor charges any department ordivision for which the Auditor performs a full audit a charge for performing such an audit. After the transfer of theLiquor Enterprise, the financial statements of the Issuer will be audited by an independent certified publicaccounting firm.

With regard to verifying “Ordinary Course Costs and Expenses” as used in the Services Agreement and theTransfer Agreement, the independent public accountant firm performing the audit of the financial statements ofIssuer will perform the auditing procedures which it considers necessary to obtain reasonable assurance aboutwhether the financial statements are free of material misstatement due to error or fraud. Reasonable assurance isobtained by reducing audit risk to an appropriately low level through applying due professional care, includingconsideration of inherent, control and detection risk and obtaining sufficient appropriate audit evidence.

The following graph shows unaudited results for Fiscal Years 1993 through 2012 with respect to historicalpledged liquor profits. Please see charts on restated historical pledged liquor profits to reflect adjustments forexpenses which historically have been paid by the Division, but which will not be paid by the Issuer going forward.Those charts are below under the heading “-Adjusted Pledged Liquor Profits (Unaudited)” and “-RECENTLIQUOR ENTERPRISE PERFORMANCE”.

Historical Pledged Liquor Profits(1993 - 2012)

$0

$50

$100

$150

$200

$250

$300

1993

1994

1995

1996

1997

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

$millions

Source: State of Ohio Department of Commerce Division of Liquor Control.

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State’s Powers and Authority Related to Liquor Sales

Under the Twenty-First Amendment to the United States Constitution, the State’s power and authoritywithin its borders over intoxicating liquors is virtually plenary. The Twenty-First Amendment, which repealednational Prohibition, provides in part that “the transportation or importation into any state … for delivery or usetherein of intoxicating liquors, in violation of the law thereof, is hereby prohibited.”

The Liquor Enterprise has been operated by the State since 1934 as part of the overall program of Statecontrol of the production, distribution, use and sale of alcoholic beverages in the State. Prior to July 1, 1997, theLiquor Enterprise was under the direct control and operation of the Department of Liquor Control, which was one ofthe administrative departments of the State. On July 1, 1997, the Department of Liquor Control became a divisionof the Department of Commerce. As of August 31, 2012, the Division had 104 employees. Upon the closing of thetransactions contemplated by the Transfer Agreement, the Issuer will control and operate the Liquor Enterprise, withmanagement, operation and administrative functions being performed by the Division pursuant to the OperationServices Agreement (“Services Agreement”).

Ohio liquor control laws apply to all forms of intoxicating beverages (liquids and compounds fit to use forbeverage purposes and containing one-half of one percent or more of alcohol by volume). Through the regulation,permitting, enforcement, licensing, taxation and operation of the Liquor Enterprise, the State impacts virtually everyaspect of the production, distribution, use and sale of alcoholic beverages in the State.

The Liquor Enterprise is the sole source in the State of wholesale and retail sales of spirituous liquor inpackages or containers. Ohio law prohibits internet sales of liquor into the State or to its residents by an out-of-statespirituous liquor retailer. As a policy matter, the Division does not permit Agencies to make internet sales ofspirituous liquor.

The Liquor Enterprise sells liquor at retail to the ultimate consumers, and at wholesale to permit holders,such as taverns, restaurants, hotels and clubs which sell liquor by the drink. Under present State law, wholesalepermit holders purchase liquor at a 6.0% discount so that their price is equal to 94.0% of the retail sales price.Effective July 1, 2005, the Ohio General Assembly reduced the wholesale permit discount from 12.5% to 6.0% (seeRisk Factors).

Ohio has not been unique in its handling of liquor control by means of a state-regulated monopoly. It is thethird largest of the 17 so-called “Control States,” which sell intoxicants as a state control function. Not all ControlStates have the same method of distribution as Ohio, nor do they always sell identical products. Fourteen of theControl States, including Ohio, are in both the retail package sale and the wholesale business. Four are in thewholesale business only. The Control States are:

Alabama Montana UtahIdaho New Hampshire VermontIowa North Carolina VirginiaMaine Ohio West Virginia*Michigan* Oregon Wyoming*Mississippi* Pennsylvania *Wholesale only

Legislation has been introduced in the Ohio General Assembly in the past proposing to remove the Statefrom the process of selling bottled liquor at retail or both wholesale and retail, or exclude some categories of liquorfrom the Liquor Enterprise operation. It is to be noted that the State has previously covenanted in variousproceedings for its bonds secured by liquor profits, and has covenanted in connection with the issuance of theBonds, to maintain statutory authority necessary to generate adequate Liquor Enterprise Profits to pay the debtcharges on those bonds when due. If the State were to terminate operation of the Liquor Enterprise, the State hascovenanted to arrange for the defeasance of all Obligations of the Issuer in accordance with the provisions of theIndenture. See “SUMMARY OF THE TRANSFER AGREEMENT — Pre- Remedy Arrangements.”

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Management of the Division of Liquor Control

Bruce D. Stevenson, Superintendent. Bruce D. Stevenson was appointed Superintendent of the OhioDivision of Liquor Control by Ohio Department of Commerce Director David Goodman on January 26, 2011. Priorto his appointment, Mr. Stevenson had served as Acting Superintendent since November 2010. Mr. Stevenson hasworked for the Division of Liquor Control in various capacities for the past 20 years, and has extensive knowledgeand experience regarding the regulation of Ohio’s liquor industry. For the past 13 years, Mr. Stevenson had servedas Deputy Superintendent of the Division’s Licensing Section, responsible for the issuance and renewal of theState’s 23,000 manufacturer, wholesale distributor and retail permit licenses. Other positions held by Mr. Stevensonwith Liquor Control include Chief of the Permit Division from 1993-1997, and Chief of the Beer and Wine Divisionfrom 1991-1993. Mr. Stevenson is a graduate of Youngstown State University with a Bachelor of Science degree.

J. Desiree Blankenship, Chief Counsel. Desiree Blankenship has served as Chief Counsel sinceFebruary 1, 2012. Prior to this position, Ms. Blankenship served as Deputy Chief Legal Counsel to the Ohio Auditorof State. Ms. Blankenship received her undergraduate degree from The Ohio State University, and her law degreefrom Capital University Law School.

J. Michael Finn, Chief of Budgeting. J. Michael Finn joined the Ohio Department of Liquor Control inFebruary 1987 as a Budget Analyst. He held several accounting and merchandising positions within the departmentincluding Acting Deputy Director of Administration. After the Department of Liquor Control joined the Departmentof Commerce in 1997, Mr. Finn served as the Chief of Accounting before becoming Chief of Budgeting in 2008.

Thomas S. Kappa, Chief of Agency Operations. Thomas S. Kappa has over 30 years of consumer productsmarketing, sales and management experience. Seeking an opportunity to utilize his negotiating, tactical and strategicmarketing skills along with years of organizational development and management, Mr. Kappa joined the Division ofLiquor Control as its Chief of Agency Operations in May 2011. Mr. Kappa received his degree from The Ohio StateUniversity.

Agencies

As required by State law, Agency operations are in establishments that sell other products as well. As ofNovember 30, 2012, there were 463 Agency stores in the State. The agencies are organized into four regionaldistricts (which correspond to warehouses from which liquor is distributed) as illustrated in the following table,which shows the numbers as of the end of Fiscal Year 2012:

NetFY2012 Sales(Unaudited)

District Agencies ($ millions)Cleveland 183 $333.1Cincinnati 98 $180.0Columbus 121 $218.4Toledo 58 $93.0Total 460 $824.5

Source: State of Ohio Department of Commerce Division of Liquor Control.

Following the franchise of the Liquor Enterprise pursuant to the Transfer Agreement, the State, theDivision and the Issuer will each have certain rights and responsibilities with respect to Agency relationships,consistent with the respective rights and responsibilities of the Division and the Issuer under the ServicesAgreement. For example, the State will set the various prices of liquor and the hours during which liquor may besold by Agencies, and maintain inventory controls. The Issuer will own the liquor until it is purchased by thecustomer and the Agencies will sell the liquor on a consignment basis. The Issuer will have the right to all receiptsgenerated from the sales of spirituous liquor by the Agencies.

Agencies receive commissions on their sales, currently 6% on retail sales and 4% on wholesale sales. Thepresent statutory maximum on Agency commissions is 7%. Each Agency will make a daily deposit of gross liquorsales revenues into the Agency’s depository account, which is swept each weekday into the Issuer’s depository

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account and subsequently into the Revenue Fund maintained by the Trustee. Twice a month, the Issuer willdistribute commission checks to the Agencies based on reported liquor sales. Each Agency is solely responsible forits own overhead costs, including without limitation business structuring, equipment, insurance, utilities, payroll,and the costs of product damage and theft.

The Division has the authority to create entirely new Agencies in addition to the Agencies which replacedState Stores. Notwithstanding the Transfer Agreement, the awarding of an Agency will remain a function of theDivision to be exercised in its sole discretion. The award of an Agency is based on a number of different factorsafter the review of competitive proposals received by the Division after advertising. Among factors considered are:population and demand, historical and pro-forma financial statements, available space, the location of otherAgencies in the area, the availability of parking, and interviews with the potential Agency owners. In consideringthe award of an Agency, the Division may also hold public hearings to permit local residents and public officials tovoice their sentiments about the proposed new Agency. After a retailer has been awarded a contract for an Agency,it may lose the contract by violating the terms thereof.

The Role of the Issuer, the Division of Liquor Control and the Department of Commerce in the LiquorEnterprise

Upon the closing under the Transfer Agreement, the Issuer, the State and the Division will have therespective rights and responsibilities described below with respect to the Liquor Enterprise. For more information,also refer to the heading “SUMMARY OF THE SERVICES AGREEMENT,” below.

Generally

Except for those functions described below, the Issuer shall have responsibility for all aspects of the LiquorEnterprise and shall cause the Liquor Enterprise to be operated in accordance with the provisions of the TransferAgreement and law and will pay or cause to be paid all costs and expenses relating to the operation of the LiquorEnterprise as and when those costs and expenses are due and payable. Notwithstanding the foregoing, any functionor responsibility of the Issuer may be performed for the Issuer by the Division if so performed under and inaccordance with the terms and conditions of the Services Agreement.

Statutory Merchandising Functions

The Division has been solely responsible for and will at all times remain solely responsible for all aspectsof the management and performance of certain Statutory Merchandising Functions to the extent required by Section4313.02(E) of the Revised Code. The Issuer (i) will receive the benefit of the Division’s performance of StatutoryMerchandising Functions as a service provided to the Issuer under the Services Agreement, (ii) will have the right toadvise and make recommendations to the Division concerning the Division’s performance of the StatutoryMerchandising Functions in accordance with the Services Agreement and (iii) shall bear all costs and expenses ofthe Statutory Merchandising Functions as performed by the Division in accordance with the terms of the ServicesAgreement.

The “Statutory Merchandising Functions” include, among other functions: selecting spirituous liquorproducts, including size; determining which Agency locations will sell particular products; controlling the purchaseof spirituous liquor for distribution to Agencies; reviewing and approving trucking contracts for spirituous liquordistribution purposes; reviewing and approving warehouse contracts; determining Agency shelf sets; auditingagencies for statutory compliance with Ohio law fixing the wholesale and retail prices at which the various classes,varieties, and brands of spirituous liquor are sold (pursuant to statutory provisions, including gross profit caps);selecting new Agency sites in a manner consistent with Ohio law, including compliance with quota and countylimits; fixing the amount of commissions paid to liquor contract agencies; monitoring of and adherence to thestatutory number of liquor agencies in a county; processing of legislative notice for new Agency location proposals,assignments of an Agency contract, Agency relocation proposals, or the relocation and assignment of an Agency;notifying appropriate authorities if a proposed Agency, assignment of an Agency contract, or relocation of anexisting Agency store would cause such Agency to be located within 500 feet of the school, church, library, publicplayground, or township park; processing the relocation of an Agency or reassignment and relocation of an existingAgency store; issuing non-quota licenses for agencies; establishing bonding requirements for each Agency;administering Agency contracts for the sale of spirituous liquor; determining the location of all liquor stores;processing of and setting standards for expansions or diminutions of permit premises; selecting new liquor agencies;

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approving tastings of spirituous liquor; conducting hearings pursuant to objections by legislative authorities orinstitutions; assigning retail accounts for the wholesale portion of spirituous liquor Agency contract; registering newspirituous liquor products listed; registering spirituous liquor suppliers; and registering spirituous liquor solicitors.

Regulatory Functions

Certain Regulatory Functions have been the sole and exclusive responsibility of the Division, and willremain so after the consummation of the transactions contemplated in the Transfer Agreement. These RegulatoryFunctions are not a part of the Liquor Enterprise and will not be performed for the Issuer as a service under theServices Agreement or paid for by the Issuer. The “Regulatory Functions” include, among other functions: issuingnew licenses and permits for all manufacturer, wholesale distributor, and retail liquor licenses for the State;processing and issuing liquor licenses pursuant to the quota and other provisions of Ohio law; conductinginspections and investigations of permit premises; administrating new location, transfer of location, and transfer ofownership applications; reviewing qualifications of licensees, including background checks; reviewing thequalifications of agencies and prospective agencies (including the physical structure, financial stability ofownership, and wet/dry status); administrating liquor license renewals; issuing permits of various classes; enforcinghours of operation and Sunday sales; reviewing local options pursuant to Ohio law; sending notifications of permitapplications to the local legislative authority and police; reviewing locations for violations; overseeing andadministrating various facets of beer and wine manufacturing, sale, transportation and distribution within the State,including out of state suppliers, product registrations, and territory designations; issuing Tax Non-Renewal Orders;processing expansions or diminutions of permit premises; approving transfers of products between permit premises;approving tastings of beer, wine, and mixed beverages; and conducting hearings pursuant to objections by legislativeauthorities or institutions.

Pricing Methodology

Pricing of liquor by the Liquor Enterprise is a function of purchase costs from the distillers, statutoryrequirements, State, local and federal tax levels, and control and revenue production. Current law requires that thebase wholesale and retail prices for the same product be the same throughout the State (although local sales taxesmay vary).

The State, in consultation with the Issuer, fixes the wholesale and retail prices at which the various classes,varieties, sizes and brands of liquor are sold. Under present State law, in fixing those selling prices the State is tocompute an anticipated profit at least sufficient to provide in each calendar year all costs and expenses of the State(including all its functions, not just the Liquor Enterprise) and an adequate working capital reserve. The currentstatutory cap on the gross profit is 40% of gross sales. A currently unused mark-up exception allows for a maximum10% mark-up on liquor manufactured in the State from the juice of grapes or fruits grown in the State.

Under present State law, purchasers are charged a fee equal to $3.38 for each gallon of liquor bought fromthe Liquor Enterprise. This amount is not included in Liquor Enterprise Profits, but is transferred into the Tax Fund,together with the transfer of all taxes collected on the sale of liquor, and from there to the State’s General RevenueFund. Taxes collected on the sale of liquor are transferred to the State Department of Taxation for distribution.

The various elements of retail pricing are illustrated by the following breakdown of costs of a hypothetical750ml bottle of liquor which costs the purchaser $26.95 (before application of sales tax):

Cost of Goods $15.51Contract Freight to Outlets 0.08Operating Cost Recovery (12.35%) 1.91Retail Mark-up (30%) 7.50Surcharge (5%) 1.28State Gallonage Tax ($3.38 per gallon) 0.67

Total $26.95

Under present State law, wholesale prices are to be discounted by not more than 6.0% of the retail sellingprices.

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The Liquor Enterprise participates in comparative price surveys through the Distilled Spirits Council of theUnited States and the National Alcoholic Beverage Control Association, Inc. which is the trade association ofControl States. Price comparisons vary with the time and the product. In recent years prices in the State havegenerally been higher than in contiguous states. In general, prices are higher in Control States than in states whichare not Control States. Of the states contiguous to the State, three (Michigan, Pennsylvania and West Virginia) areControl States and two (Indiana and Kentucky) are not.

Retail and Wholesale Marketing Efforts

The Liquor Enterprise has combined concepts of retail and wholesale marketing in a manner consistentwith the overall control function of the State. The Liquor Enterprise attempts to stock the most popular brands ofliquor, with each Agency stocked according to its local customer demand. Special orders may be placed, in caselots, for products not carried by the Liquor Enterprise. Over 1,900 different sizes and brands or types of liquor areavailable to any of the Agencies. The Liquor Enterprise updates product lists on a monthly basis, enabling rapidresponse to changes in consumer tastes, product volumes and profitability, particularly when compared to ControlStates that update product lists on an annual basis. Underperforming products may be delisted. The Division hascontracted with a vendor to modernize the information technology, merchandising and supply chain managementsystems that support the administration of the Liquor Enterprise, the outcome of which is expected to improve thereliability and efficiency of its agency reporting operations and real-time inventory control. The project started inthe second week of January 2013 and is currently scheduled to be completed in 21 months. Effective in September2004, Agencies which generally were permitted to be open six days a week may also sell spirituous liquor onSunday from 1 p.m. to midnight in liquor stores located in precincts where voters have already passed Sunday salesfor (i) carryout and (ii) on-site consumption in bars and restaurants who apply for such permission. As of November30, 2012, only 309 of the 463 Agencies were open on Sunday. Another 20 Agencies have Sunday sales privilegesbut choose not to sell on Sunday for operational or seasonal reasons. The remaining 134 Agencies would need localvoter approval before they could open on Sunday. The Issuer does not expect Sunday sales to adversely affect netsales. Sunday sales continue to increase each year as the number of open stores increase. However, the averageSunday sales currently represent less than half of a normal business day and do not have a major impact on totalsales.

Enforcement

The production, distribution, use or sale of liquor contrary to State law is a crime. The “drinking age” forliquor in the State is 21 years. An individual may “import” into the State no more than one liter of liquor in a 30-dayperiod. Enforcement of state liquor control laws is provided by local police and by the Department of Public Safetyof the State. Notwithstanding the Transfer Agreement, the cost of Regulatory Functions ($9,857,485 in Fiscal Year2012) will continue to be paid by the Division as a non-operating expense.

Gallonage Tax

Ohio law requires to be paid into the State Treasury to the credit of the general revenue fund a gallonagetax of $3.38 for each gallon of spirituous liquor sold by the Division, the Issuer, or a designee of the Issuer. TheGallonage Tax is required to be deposited into the Tax Fund and to at all times be the property of the State and shallnot be considered part of Liquor Enterprise Profits.

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Adjusted Pledged Liquor Profits (Unaudited)

The charts below show historical pledged liquor profits adjusted to be consistent with Liquor Enterprise Profits after the transfer to the Issuer,including adjustments for Licensing Section expenses and Beer and Wine Section Expenses that will not be paid by the Issuer after the transfer of theLiquor Enterprise.

HISTORICAL LIQUOR ENTERPRISE PERFORMANCE(IN THOUSANDS) (UNAUDITED)

2003 2004 2005 2006 2007 2008 2009 2010 2011 2012Gallons Sold 8,852 9,191 9,559 9,922 10,168 10,312 10,621 10,832 11,180 11,717

Liquor SalesGross Sales $545,443 $581,412 $617,668 $653,823 $687,997 $712,796 $744,901 $757,432 $785,966 $840,596Wholesale Discount* 26,923 28,578 30,126 15,019 15,259 15,064 15,015 14,773 15,222 16,076

Net Sales $518,520 $552,834 $587,542 $638,804 $672,738 $697,732 $729,886 $742,659 $770,745 824,520

Cost of Goods Sold 301,850 321,739 344,609 364,399 385,269 399,190 417,819 425,989 442,086 475,796

State Gallonage taxes 29,829 31,065 32,310 33,535 34,369 34,853 35,898 36,632 37,788 39,604

Total Gross Profit $186,841 $200,030 $210,623 $240,870 $253,100 $263,688 $276,169 $280,038 $290,871 309,120

Gross Margin 34.25% 34.40% 34.10% 36.84% 36.79% 36.99% 37.07% 36.97% 37.01% 36.77%

Operating Expenses 28,116 29,920 31,827 34,401 36,297 38,238 40,095 40,591 42,095 45,090

Central Office Expenses 13,370 13,443 14,022 14,880 13,571 12,437 11,846 10,651 11,601 12,614

Total Expenses $41,486 $43,363 $45,848 $49,281 $49,869 $50,675 $51,941 $51,242 $53,695 57,703

Historical Pledged Liquor Profits $145,355 $156,667 $164,774 $191,590 $203,231 $213,013 $224,228 $228,796 $237,176 251,416

Net Margin 26.65% 26.95% 26.68% 29.30% 29.54% 29.88% 30.10% 30.21% 30.18% 29.91%

Adjusted ProfitsAdjustments** 5,886 6,317 6,237 6,375 6,485 6,509 6,330 6,022 6,430 6,442

Adjusted Pledged Liquor Profits** $151,241 $162,983 $171,011 $197,965 $209,717 $219,521 $230,557 $234,818 $243,607 $257,858

Source: State of Ohio Department of Commerce Division of Liquor Control.* Equal to 12.5% of the retail selling price for sales made to permit holders; reduced to 6% beginning in Fiscal Year 2006.** Adjustments include Licensing Section expenses and Beer and Wine Section expenses that will not be assumed by the Issuer after the transfer of the Liquor Enterprise. See “Statutory Merchandising

Functions”.

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RECENT LIQUOR ENTERPRISE PERFORMANCE(IN THOUSANDS) (UNAUDITED)

ThreeMonthsThrough9/30/2011

ThreeMonthsThrough9/30/2012

%Change

TwelveMonthsThrough9/30/2011

TwelveMonthsThrough9/30/2012

%Change

Liquor SalesGross Sales $204,843 $214,020 4.48% $798,451 $849,773 6.43%Wholesale Discount 3,987 4,122 3.39% 15,436 16,211 5.02%

Net Sales 200,856 $209,898 4.50% $783,015 $833,562 6.46%

Cost of Goods Sold 114,733 120,273 4.83% 448,739 481,336 7.26%

State Gallonage taxes 9,877 10,043 1.68% 38,281 39,771 3.89%

Total Gross Profit $76,246 $79,581 4.37% $295,995 $312,455 5.56%

Gross Margin 37.22% 37.18% 37.07% 36.77%

Total Operating Expenses 14,608 14,353 (1.74)% 55,592 57,449 3.34%

Historical Pledged Liquor Profits $61,639 $65,228 5.82% $240,403 $255,006 6.07%

Net Margin 30.09% 30.48% 30.11% 30.01%

Adjusted ProfitsAdjustments 1,933 1,754 (9.25)% 7,004 6,263 (10.58)%

Adjusted Pledged Liquor Profits $63,572 $66,982 5.37% $247,407 $261,269 5.60%

Source: State of Ohio Department of Commerce Division of Liquor Control.Adjustments include Licensing Section expenses and Beer and Wine Section expenses that will not be assumed by JOBS after the transfer of theLiquor Enterprise. See “Statutory Merchandising Functions”.

SUMMARY OF THE TRANSFER AGREEMENT

The Issuer and JobsOhio entered into the Transfer Agreement with the State on January 4, 2013. Upon thesuccessful closing of the transactions contemplated in the Transfer Agreement, the State will grant an exclusivefranchise to the Issuer for a period of twenty-five years to distribute, merchandise, and sell spirituous liquor in theState and receive all revenues and related receipts and accounts receivable related to the Liquor Enterprise (see OhioRevised Code § 4313.01(C)), subject to earlier termination or certain other remedies described below. The Statewill also transfer to the Issuer certain assets to be used in connection with the franchise, including, among otherassets, the State’s spirituous liquor inventory, leases for warehouse space and certain vendor contracts necessary forthe operation of the Liquor Enterprise (the “Transferred Assets”).

Consideration

In connection with the State’s grant of an exclusive franchise in the Liquor Enterprise to the Issuer and theState’s transfer of certain assets to the Issuer, the Issuer will pay aggregate consideration to the State in the amountof $1,429,946,711 . As additional consideration, the Issuer will reimburse the State for its costs incurred inconnection with the transactions, will assume certain ordinary course liabilities and payables of the State related tothe ongoing operation of the Liquor Enterprise, and will make certain deferred payments to the State as describedbelow.

Preliminary, subject to change.

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Deferred Payments to the State

Beginning with the Fiscal Year ending June 30, 2014, if Liquor Enterprise Profits in any Fiscal Yearexceed a threshold amount of Liquor Enterprise Profits set for that Fiscal Year (the threshold for any given FiscalYear, “Base Franchise Profits”), then the Issuer is required to make a cash payment to the State equal to 75% of theamount by which Liquor Enterprise Profits exceeded Base Franchise Profits (the “Deferred Payment”). The TransferAgreement establishes a Base Franchise Profits baseline for the Fiscal Year ending June 30, 2013 (for which noDeferred Payment will be made) at $257,500,000. “Base Franchise Profits” for each Fiscal Year ending after July 1,2013 are 103% of the Base Franchise Profits for the immediately preceding Fiscal Year.

Base Franchise Profits

Fiscal YearEnded June 30

Base FranchiseProfit Amount

Fiscal YearEnded June 30

Base FranchiseProfit Amount

2013 $257,500,000 2026 $378,147,4312014 265,225,000 2027 389,491,8542015 273,181,750 2028 401,176,6102016 281,377,203 2029 413,211,9082017 289,818,519 2030 425,608,2652018 298,513,074 2031 438,376,5132019 307,468,466 2032 451,527,8092020 316,692,520 2033 465,073,6432021 326,193,296 2034 479,025,8522022 335,979,095 2035 493,396,6282023 346,058,468 2036 508,198,5272024 356,440,222 2037 523,444,4822025 367,133,428 2038 539,147,816

In all instances, Deferred Payments are subordinated to the Issuer’s Required Payments on its Obligations,including without limitation Required Payments on the Bonds.

Within 30 days after the Issuer receives its unaudited financial statements and in any event within 120 daysfollowing the close of each Fiscal Year, the Issuer must deliver to the State its calculation, in reasonable detail, ofthe Deferred Payments due to the State, if any, and pay the Deferred Payment to the State. Thereafter, the State mayagree with the Issuer’s calculation, or within 30 days of receiving the Deferred Payment and the related calculation,provide notice to the Issuer disputing Issuer’s calculation of the Deferred Payment for the Fiscal Year. If, after 30days of good faith negotiation, the State and the Issuer are unable to agree upon a final Deferred Payment amount,the State or the Issuer may elect to refer the matter to resolution by an independent, nationally recognized,accounting firm approved by the Ohio Auditor of State. Within 10 days of the final determination of the amount ofthe Deferred Payment by the independent accounting firm, the Issuer will pay any additional, unpaid amount of theDeferred Payment to the State or, if the Issuer made an overpayment of the Deferred Payment to the State, the Issuerwill receive a credit against amounts owed to the State under the Transfer Agreement.

Interim Arrangements

The Division will retain and operate assets of the Liquor Enterprise owned or used solely in connectionwith any Agency located in a county where a county tax authorized by Ohio law has been levied on spirituous liquorsales (such assets, the “Interim Assets”). The Division will retain and operate such assets through and including theexpiration date of any such tax that was in existence on the date of the commencement of the transactionscontemplated by the Transfer Agreement (the date such tax expires, a “Tax Expiration Date”). The Division will,without cost to the Issuer, cause the delivery of all of the gross revenue and applicable tax receipts representing thesale of such spirituous liquor inventory at such Agencies. Such receipts shall become the property of the Issuerimmediately upon receipt. On the first day immediately following the Tax Expiration Date, the Division willconvey all of the Interim Assets to the Issuer without additional consideration. To the knowledge of the Issuer, the

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interim arrangements described in this section apply to one county of the State and the Tax Expiration Date for thatcounty is in 2015.

Covenants of the Parties

Ongoing Obligations of the State Parties

The Transfer Agreement includes affirmative covenants of the State Parties to:

(a) act at all times in compliance with law, the Transfer Agreement and the Services Agreement,including Section 28 of Article II of the Ohio Constitution (which provides that the GeneralAssembly of the State may not pass retroactive laws or laws impairing the State’s obligationsunder its contracts);

(b) promptly pay over to the Trustee any Liquor Enterprise Profits received by the State in error; and

(c) acknowledge that the Issuer may issue Additional Obligations.

The Transfer Agreement includes negative covenant of the State Parties that they will not:

(a) materially impair any Obligations;

(b) create any Encumbrance on the franchise of the Liquor Enterprise, the Transferred Assets, or anyrights or assets acquired by JobsOhio during the Term of the Agreement used solely or primarilyin connection with the operation of the Liquor Enterprise (the “After-Acquired Assets”), exceptfor the State Parties right of reversion (as described below under the heading “—Reversion”); or

(c) adversely affect the tax exempt status of interest on any Obligations that are issued as debt, theinterest on which is exempt from federal income taxation.

Ongoing Obligations of the Issuer

The Transfer Agreement includes affirmative covenants of the Issuer to:

(a) act in compliance with the terms and provisions of the Issuer’s governance documents;

(b) operate exclusively as an organization described in Section 501(c)(3) of the Code;

(c) use best efforts to establish exempt status from federal income taxation with respect to LiquorEnterprise Revenues or moneys derived from the Liquor Enterprise Revenues if a change in theCode or other applicable legal requirement, or the business or activities of the Issuer, causes theLiquor Enterprise Revenues and the moneys derived from the Liquor Enterprise Revenues tobecome subject to federal income taxation;

(d) act, and cause its officers to act, in compliance with its conflict of interest policy, and all otherfiduciary and ethical rules and regulations imposed on it;

(e) maintain the franchise of the Liquor Enterprise, the Transferred Assets and the After-AcquiredAssets and to operate the Liquor Enterprise in the Ordinary Course of Business;

(f) provide the State Parties with written notice of the addition of a new obligated party under theIndenture or the removal of an existing obligated party under the Indenture; and

(g) take all reasonable steps necessary to complete or wind up any of the Issuer’s non-LiquorEnterprise business, activities or operations as soon as reasonably practicable after the closing ofthe transactions contemplated in the Transfer Agreement.

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The Transfer Agreement includes negative covenant of the Issuer that it will not:

(a) without the consent of the Director of OBM, encumber the franchise of the Liquor Enterprise, theTransferred Assets or the After-Acquired Assets, or permit them to be encumbered, other thanObligations, any Permitted Franchisee Encumbrances, and the State Parties’ rights of reversion;

(b) in any material way violate, default under or fail to perform its obligations under any applicablelegal requirements, the Indenture or agreements, instruments, documents and to be executed anddelivered in connection with the consummation of the transactions contemplated by the TransferAgreement;

(c) without the consent of the Director of OBM, transfer, assign, sublicense or convey, or permit thetransfer, assignment or conveyance of the franchise of the Liquor Enterprise, the TransferredAssets or the After-Acquired Assets to any person or entity other than the State or a receiverappointed by the State Parties (by operation of law or otherwise), other than sales of inventory inthe Ordinary Course of Business;

(d) except as may otherwise be the result of a change in the Code or applicable legal requirements,cause, or operate its business or activities in a manner that causes, or permit the Liquor EnterpriseRevenues or any moneys derived from the Liquor Enterprise Revenues to be subject to federalincome taxation;

(e) without the consent of the Director of OBM, commence, or permit to be maintained, anybankruptcy, receivership or similar proceeding, or initiate proceedings to wind-up, dissolve, orotherwise terminate its business;

(f) without the consent of the Director of OBM, create or own a beneficial interest in any other entityor subsidiary; or

(g) without the consent of the Director of Budget and Management, issue any Additional Obligationsunless the Issuer has provided to the Director, at least 30 days prior to the date of issuance,written notice of its planned issuance (including a copy of the calculation of the projected ratio ofprojected Liquor Enterprise Profits to debt service), and such Additional Obligations satisfy theparameters for Additional Obligations described above under “SECURITY AND SOURCES OFPAYMENT FOR THE BONDS — Additional Obligations.”

Ongoing Obligations of JobsOhio

The Transfer Agreement includes affirmative covenants of JobsOhio to:

(a) act in compliance with the terms and provisions of the Issuer’s governance documents;

(b) remain the sole member of the Issuer at all times, and not enter into any agreement orarrangement with any person or entity that would or could result in any person or entity other thanJobsOhio becoming a member of the Issuer or otherwise having the right to control the actions ofthe Issuer or to appoint directors to the Issuer’s board of directors;

(c) operate exclusively as an organization described in Section 501(c)(4) of the Code, as amended;

(d) use best efforts to establish exempt status from federal income taxation with respect to LiquorEnterprise Revenues or moneys derived from the Liquor Enterprise Revenues if a change in theCode or other applicable legal requirement, or the business or activities of the Issuer, causes theLiquor Enterprise Revenues and the moneys derived from the Liquor Enterprise Revenues tobecome subject to federal income taxation;

(e) act, and cause its officers and directors to act, in compliance with the terms of the JobsOhioconflicts of interest policy and all other fiduciary and ethical rules and regulations imposed by allapplicable legal requirements; and

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(f) take all reasonable steps necessary to cause the Issuer to complete or wind up any of the Issuer’snon-Liquor Enterprise business, activities or operations as soon as reasonably practicable after theclosing of the transactions contemplated in the Transfer Agreement.

The Transfer Agreement includes negative covenant of JobsOhio that it will not:

(a) without the consent of the Director of OBM, encumber the franchise of the Liquor Enterprise, theTransferred Assets or the After-Acquired Assets, or permit them to be encumbered, other thanObligations, any Permitted Franchisee Encumbrances, and the State Parties’ rights of reversion;

(b) in any material way violate, default under or fail to perform its obligations under any applicablelegal requirements, the Indenture or agreements, instruments, documents and to be executed anddelivered in connection with the consummation of the transactions contemplated by the TransferAgreement;

(c) without the consent of the Director of OBM, transfer, assign, sublicense or convey, or permit thetransfer, assignment or conveyance of the franchise of the Liquor Enterprise, the TransferredAssets or the After-Acquired Assets to any person or entity other than the State or a receiverappointed by the State Parties (by operation of law or otherwise), other than sales of inventory inthe Ordinary Course of Business;

(d) except as may otherwise be the result of a change in the Code or applicable legal requirements,cause, or operate its business or activities in a manner that causes, or permit the Liquor EnterpriseRevenues or any moneys derived from the Liquor Enterprise Revenues to be subject to federalincome taxation;

(e) without the consent of the Director of OBM, (i) commence, or permit to be maintained, anybankruptcy, receivership, assignment for the benefit of creditors, merger, consolidation,restructuring, reorganization, sale of substantially all of its assets or similar proceeding or (ii)initiate proceedings to wind-up, dissolve, or otherwise terminate its business and operations;

(f) without the consent of the Director of OBM, amend any of its organizational documents, ethicalcodes or policies, or conflicts of interest policies, except for any change that is: (i) clerical orinconsequential and does not adversely affect the rights of State Parties under the TransferAgreement, (ii) necessary to maintain compliance with legal requirements, (iii) necessary ordesirable to cure any ambiguity or supplement any provision of such documents that would beinconsistent with law or a provision of the Transfer Agreement, or (iv) necessary or advisable toensure that it will not be treated as a taxable corporation for federal income tax purposes,provided, that any such change does not adversely affect the rights of the State Parties under theTransfer Agreement; or

(g) permit the Issuer to violate any of its covenants.

Liquor Revenue Covenants

In addition to the affirmative and negative covenants provided above, the State is also required to maintainstatutory authority for and cause to be charged and collected wholesale and retail prices for spirituous liquor sold bythe Liquor Enterprise so that the Minimum Debt Service Coverage Ratio is achieved in each Fiscal Year. No laterthan 30 days after the end of each Fiscal Year, the Issuer must provide the State Parties with a written statementsetting forth its calculation of the Debt Service Coverage Ratio for that Fiscal Year.

If the Debt Service Coverage Ratio calculated by the Issuer is less than the Minimum Debt ServiceCoverage Ratio, then no later than 60 days after the date the Issuer delivered its calculation of the Debt ServiceCoverage Ratio, the Issuer must engage an independent outside consultant with nationally recognized expertise inliquor sales and operations which is satisfactory to the Division (the “Consultant”), at the Issuer’s cost and expense.The consultant will be required to review and analyze the revenues, expenses and operations of the LiquorEnterprise and to submit to each of the Issuer, the Division, OBM and the Trustee its recommended actions that maybe taken by the Issuer and the State Parties with respect to prices charged and costs incurred by the Liquor

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Enterprise that would result in an amount of Liquor Enterprise Profits for the then-current Fiscal Year sufficient toattain the Minimum Debt Service Coverage Ratio for such Fiscal Year (the “Liquor Enterprise Recommendations”).The Consultant must deliver the Liquor Enterprise Recommendations within 60 days after such Consultant’sengagement.

Alternatively, the Issuer and the Division may, in their discretion, within 60 days after the end of a FiscalYear in which the Minimum Debt Service Coverage Ratio has not been achieved, create a plan to take such otheractions as the Issuer and the Division agree upon to increase the Debt Service Coverage Ratio for the then-currentFiscal Year, and have the Consultant certify in writing that the alternative plan is, in its opinion, likely to result inthe achievement of the Minimum Debt Service Coverage Ratio for the then-current Fiscal Year (the approved plan,a “Work Plan”).

“Debt Service Coverage Ratio” means the amount of Liquor Enterprise Profits in any Fiscal Year, dividedby the Required Payments for that Fiscal Year.

Pre-Termination Arrangements

The following must occur before the State Parties are permitted to exercise the State Termination Remedy(as defined below under “— Events of Default under the Transfer Agreement — Defaults by the Issuer andJobsOhio”), or before the Issuer is permitted to exercise the Issuer Termination Remedy (as defined below under“— Events of Default under the Transfer Agreement — Defaults by the State”):

If the State Parties intend to exercise the State Termination Remedy or the Issuer intends toexercise the Issuer Termination Remedy, the State Parties must arrange for the satisfaction anddischarge of all outstanding principal, interest, or any premium on the Obligations issued inaccordance with the terms of the Transfer Agreement.

The State Parties must arrange for the discharge and payment of any outstanding Ordinary CourseCosts and Expenses.

Upon receipt of notice from the State Parties that the State Termination Remedy has been exercised, orupon delivery of notice to the State Parties that the Issuer has exercised the Issuer Termination Remedy, the Issuerand JobsOhio must deliver to the State Parties, or, if applicable, the receiver or trustee, copies of all records,information and other documents or instruments related to the Liquor Enterprise, the Liquor Enterprise Revenues,the Transferred Assets and the After-Acquired Assets that are in possession of the Issuer and JobsOhio or theiragents and representatives. Additionally, the Issuer and JobsOhio are required to cooperate fully with the StateParties, or, if applicable, the receiver or trustee, to ensure the orderly transition of control, custody, operation andmanagement of the Liquor Enterprise, all related activities and functions, the franchise of the Liquor Enterprise, theTransferred Assets, the After-Acquired Assets and the Liquor Enterprise Profits, as applicable.

Pre-Remedy Arrangements

The following must occur before the State Parties are permitted to exercise the State Receiver Remedyand/or the State Profits Remedy (each as defined below under “— Events of Default under the Transfer Agreement— Defaults by the Issuer and JobsOhio”):

If the State Parties intend to exercise the State Receiver Remedy and/or the State Profits Remedy,the State Parties must arrange for the ongoing payment, when due, of such Obligations, in all casesin accordance with the Master Trust Indenture.

The State Parties must arrange for the discharge and payment of any outstanding Ordinary CourseCosts and Expenses.

Upon receipt of notice from the State Parties that the State Receiver Remedy and/or the State ProfitsRemedy have been exercised, the Issuer and JobsOhio must deliver to the State Parties, or, if applicable, the receiveror trustee, copies of all records, information and other documents or instruments related to the Liquor Enterprise, theLiquor Enterprise Revenues, the Transferred Assets and the After-Acquired Assets that are in possession of theIssuer and JobsOhio or their agents and representatives. Additionally, the Issuer and JobsOhio are required to

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cooperate fully with the State Parties, or, if applicable, the receiver or trustee, to ensure the orderly transition ofcontrol, custody, operation and management of the Liquor Enterprise, all related activities and functions, thefranchise of the Liquor Enterprise, the Transferred Assets, the After-Acquired Assets and the Liquor EnterpriseProfits, as applicable.

Events of Default under the Transfer Agreement

Defaults by the Issuer and JobsOhio

Any of the following acts or omissions would constitute a default under the Transfer Agreement by theIssuer:

if either of the Issuer or JobsOhio breaches any of its covenants under the Transfer Agreement anddoes not remedy the breach within 90 days of notice of the breach from the State Parties; provided,however if the breach is of nature that it cannot be cured within 90 days, the breach will notconstitute a default if the Issuer pursues a remedy with due diligence to conclusion within 180days thereafter provided, in the latter case, that the party in default is proceeding with all diligenceto cure the default and the actions of that party can be reasonably expected to cure or cause to becured such failure within a reasonable period of time acceptable to the State Parties and the failureis in fact cured within that period of time; or

if either of the Issuer or JobsOhio (1) admits, in writing, that it is unable to pay its debts as theybecome due, (2) makes an assignment for the benefit of creditors, (3) contrary to the covenant notto do so, the Issuer or JobsOhio files a voluntary petition under Title 11 of the U.S. Code, or ifsuch petition is filed against it and an order for relief is entered, or if the Issuer files any petition oranswer seeking, consent to or acquiescing in any reorganization, arrangement, composition,readjustment, liquidation, dissolution or similar relief under the present or any future U.S.bankruptcy code or any other present or future applicable legal requirement, or shall seek orconsent to or acquiesce in or suffer the appointment of any trustee, receiver, custodian, assignee,sequestrator, liquidator or other similar official of the Transferee, or of all or any substantial partof its properties or the Franchise, the Transferred Assets or any interest therein, or (4) takes anycorporate action in furtherance of any action described in this paragraph;

For any Issuer or JobsOhio default described above, the State Parties may:

subject to the arrangements described in “— Pre-Termination Arrangements” above, terminate theTransfer Agreement upon written notice to the Issuer and JobsOhio (the “State TerminationRemedy”);

in their discretion, cure the default (without obligation to do so), any amount paid by the StateParties, or any costs and expenses reasonably incurred by the State Parties in curing or attemptingto cure the default, will be payable by the Issuer and JobsOhio to the State Parties within sevenbusiness days after written demand for payment, provided, however, that the State Parties’ cure ofany the default will not prevent the State Parties from exercising any other rights or remediesavailable for such default;

subject to the arrangements described in “— Pre-Remedy Arrangements” above, appoint areceiver or trustee, which the State Parties may designate as a successor or assign of the Issuer, tosupervise, operate, hold and/or use the franchise of the Liquor Enterprise, the Liquor EnterpriseProfits, the Transferred Assets and the After-Acquired Assets in compliance with the terms of theTransfer Agreement (the “State Receiver Remedy”);

subject to the arrangements described in “— Pre-Remedy Arrangements” above, elect to receiveany Liquor Enterprise Profits remaining after all Ordinary Course Costs and Expenses in thatFiscal Year, Required Payments in that Fiscal Year and related payments necessary to replenishreserve funds, if any, in that Fiscal Year have been paid from the Liquor Enterprise Profits (the“State Profits Remedy”);

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seek specific performance, injunction or other equitable remedies without the need to post bond;and/or

exercise any other rights and remedies provided for in law or equity.

Default by the State under the Transfer Agreement

Any of the following acts or omissions would constitute a default under the Transfer Agreement by theState:

if in any Fiscal Year, (i) the State Parties do not maintain statutory authority for and cause to becharged and collected wholesale and retail prices for spirituous liquor sold by the LiquorEnterprise so that the Minimum Debt Service Coverage Ratio is achieved in that Fiscal Year, (ii)the Minimum Debt Service Coverage Ratio is not achieved and (iii) the State fails to follow theLiquor Enterprise Recommendations or the Work Plan;

if in any Fiscal Year, (i) the State Parties do not maintain statutory authority for and cause to becharged and collected wholesale and retail prices for spirituous liquor sold by the LiquorEnterprise so that the Minimum Debt Service Coverage Ratio is achieved in that Fiscal Year and(ii) the Debt Service Coverage Ratio is less than 1.10x; or

the State Parties’ failure to comply with or observe, in all material respects, any obligation,covenant, agreement, term or condition in the Transfer Agreement (except for the covenant tomaintain statutory authority regarding spirituous liquor pricing, which only becomes an event ofdefault as described above), and such failure is unremedied for a period of 90 days after theIssuer’s delivery of reasonably detailed notice to the State Parties (or for such longer period asmay be reasonably necessary to cure such failure provided the State Parties have demonstrated tothe Issuer’s and JobsOhio’s reasonable satisfaction that (i) the State Parties are proceeding with alldiligence to cure the failure, and (ii) their actions can be reasonably expected to cure the failurewithin a reasonable period of time that is acceptable to the Issuer and JobsOhio and (iii) the failureis in fact cured within that period of time.

For any State default described above, the Issuer and JobsOhio may:

subject to the arrangements described in “— Pre-Termination Arrangements” above, terminate theTransfer Agreement by giving 60 days’ prior written notice to the State (the “Issuer TerminationRemedy”);

seek enforcement by writ of mandamus, except that the Issuer may not seek enforcement by writof mandamus if the State Parties have failed to implement the Liquor EnterpriseRecommendations presented by a Consultant and the Debt Service Coverage Ratio does not fallbelow 1.10x;

seek to recover its damages and costs and any amounts due and payable under the TransferAgreement and exercise any recourse available to any person who is owed damages or a debt;

in the case of a default involving the State Parties’ failure to maintain statutory authority sufficientto achieve the Minimum Debt Service Coverage Ratio, reduce or defer all or a portion of anypayments owed to the State Parties, other than amounts due pursuant to the Services Agreementand amounts collected or due for taxes, to the extent the Issuer and JobsOhio deem necessary tomeet the Minimum Debt Service Coverage Ratio for the then-current Fiscal Year; and/or

exercise any of their other rights and remedies provided under the Transfer Agreement.

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Termination or other State Party Rights Prior to an Event of Default or the Expiration of the TransferAgreement

In addition to rights and remedies available to the State Parties for an Event of Default, the State Partiesshall have certain rights and remedies (further described below) at any time prior to the expiration of the TransferAgreement, if the following triggering events occur:

if a law is enacted and takes effect that directs the State Parties to terminate the TransferAgreement in accordance with the Transfer Agreement’s terms and provisions; or

if a state or federal law enforcement officer, agency or other investigative authority, or a state orfederal court, provides the Governor of the State with an investigative report produced by suchofficer, agency or authority, or a court ruling, that the Governor reasonably deems reliable andprovides clear and convincing evidence of an act or omission by a director or officer of the Issueror JobsOhio, in the course and scope of his or her duties and responsibilities at the Issuer orJobsOhio, constituting either a crime punishable as a felony or a material violation of applicablelaw (such a crime or violation, a “Violation”) and after reviewing the report or ruling theGovernor, in his reasonable judgment after consultation with legal counsel, determines thatViolation:

o has resulted or is likely to result in a material financial loss to the Liquor Enterprise,JobsOhio or the Issuer; or

o (i) has involved a material violation of (A) the conflict of interest policy of JobsOhio orthe Issuer, as applicable, as that policy be amended from time to time, (B) any otherapplicable corporate governance or ethics policy enacted by JobsOhio or the Issuer, asapplicable, (C) state or federal securities laws, or (D) any other ethical, fiduciary orcorporate governance standards, rules or regulations applicable to the Issuer, JobsOhio orthe Liquor Enterprise under Ohio or federal law or rule; and (ii) has materially adverselyaffected the ability of the Issuer or JobsOhio to act in a manner consistent with its statedpurpose set forth in its respective organizational documents.

If any of the triggering events described above occurs, the State Parties may exercise the State TerminationRemedy, the State Receiver Remedy, and/or the State Profits Remedy. The availability of remedies for the abovetriggering events does not in any way limit any other remedies or rights that the State Parties may have inconnection with such triggering events.

Consequences of Termination and Reversion

Upon the termination or expiration of the Transfer Agreement, and one day after the satisfaction andperformance of the pre-remedy arrangements described above (the “Reversion Date”), the Issuer’s franchise in theLiquor Enterprise will terminate and the Issuer will surrender and transfer to the State Parties the Transferred Assetsand the After-Acquired Assets, free and clear of any Encumbrances, for $1.00 (if the Transfer Agreement isterminated) or without payment of any consideration (upon expiration of the Transfer Agreement). The State Partieswill assume and be liable for the operation of the Liquor Enterprise, the liabilities of the Liquor Enterprise arisingafter the Reversion Date, all recurring and long-term ordinary course liabilities, all Ordinary Course Costs andExpenses arising after the Reversion Date, and all contracts (regardless of when arising or entered into) related to theLiquor Enterprise, the franchise of the Liquor Enterprise, the Transferred Assets and the After-Acquired Assets. TheIssuer and JobsOhio will remain responsible for all liabilities related to the operation of the Liquor Enterprise andthe use of the Transferred Assets and After-Acquired Assets prior to the Reversion Date (regardless of whether suchliabilities are not paid prior to the Reversion Date).

SUMMARY OF THE SERVICES AGREEMENT

Pursuant to the Transfer Agreement, the Issuer, JobsOhio and the State Parties have entered into theServices Agreement pursuant to which the Division will provide ongoing operations, management andadministrative services related to the Liquor Enterprise to the Issuer.

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Covered Services

The covered services include, among other services, provision and management of personnel for theconduct of the services, administrative support, human resources and employee benefits, accounting and audit, cashmanagement, tax support and reporting, information technology, Agency operation and review, merchandising,marketing and advertising, insurance and real property leasing and management. In addition, the Division willprovide the Statutory Merchandising Functions which are described above under the heading “THE LIQUORENTERPRISE — The Role of the Issuer, the Division of Liquor Control and the Department of Commerce in theLiquor Enterprise — Statutory Merchandising Functions.”

With respect to all covered services other than the Statutory Merchandising Functions, the Division willrender the services in a manner consistent with approved expense budgets and business plans and in compliancewith all applicable federal, state and local laws, rules and regulations. With respect to the Statutory MerchandisingFunctions, the Issuer will have the right to consult with and make recommendations to the Division as part of thereview of expense budgets and the business plan processes, but the Statutory Merchandising Functions nonethelessremain under the ultimate control, management and supervision of the Division in its sole discretion.

The covered services do not include the Regulatory Functions described in “THE LIQUOR ENTERPRISE— The Role of the Issuer, the Division of Liquor Control and the Department of Commerce in the Liquor Enterprise— Regulatory Functions,” which functions the State Parties and the State will retain and continue to perform in theirsole discretion without consultation or recommendation from the Issuer and at the sole cost and expense of the State.

Services Fees

The Issuer will pay Service Fees quarterly based upon the then-current estimated Service Fee budgetestablished by the Division and the Issuer, and subject to true-up at the end of each State Fiscal Year to match actualreasonable expenses incurred by the Division in rendering the Services. All Service Fee budgets can be adjusted andupdated from time to time as provided in the Services Agreement.

Service Fees are paid out of Liquor Enterprise Revenues as part of the Issuer’s Ordinary Course Costs andExpenses. Accordingly, Service Fees will be paid before any payments of interest or principal on the Bonds.

“Service Fees” means (a) all ordinary and recurring costs and expenses of the Division in providing thecovered services (as such costs and expenses will be reported to the Issuer by the Division and, including, but notlimited to, allocations of overhead, time, and other expenses for the Liquor Enterprise from the Division), (b) allextraordinary, non-recurring costs and expenses of the Liquor Enterprise (each extraordinary expense not to exceed2% the Fiscal Year’s estimated expenses and all extraordinary expenses in a Fiscal Year not to exceed 4% of thatFiscal Year’s estimated expenses, unless otherwise consented to by the Issuer) and (c) all capital expenditures of theLiquor Enterprise mutually agreed upon by the Division and the Issuer.

Business Plan

The executives of the Issuer and the Division will meet no less than quarterly to review the performance,profitability and operating efficiency of the Liquor Enterprise. As soon as practicable following the closing of thetransactions under the Transfer Agreement, the Issuer and the Division will meet to develop an initial a businessplan for the continued growth and improvement of the Liquor Enterprise (the “Business Plan”). The originalBusiness Plan will be implemented after the date of issuance of the Bonds and will operate through June 30, 2013.Each Business Plan after June 30, 2013 will cover no less than a three year period and will coincide with Division’sFiscal Years. During the Business Plan review process, the Issuer may make recommendations about the manner inwhich the Division renders the services to be provided under the Services Agreement and the Division’s StatutoryMerchandising Functions (as described above). The Division has and will retain the sole and ultimate discretion andauthority for deciding whether and to what extent any of the Issuer’s recommendations in the Business Plan. TheIssuer and the Division will update and revise the Business Plan no less than annually.

Term and Termination

The Services Agreement will become effective on the day that the transactions contemplated by theTransfer Agreement have closed, and will continue in full force and effect until the expiration or termination of theTransfer Agreement. The Services Agreement will terminate immediately on the effective date of any termination

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of the Transfer Agreement, but otherwise neither the State Parties nor the Issuer or JobsOhio will have any right toterminate the Services Agreement for any other reason, including as a result of a material breach. See “SUMMARYOF THE TRANSFER AGREEMENT — Events of Default under the Transfer Agreement.”

Upon termination, the Issuer will pay to the Division any unpaid Services Fees incurred prior to theeffective date of termination, and provide for the transition of all banking functions maintained by the Trustee andthe Issuer to an account designated by the Division, subject to the requirement to defease all outstandingObligations.

Remedies for Breach

If any party to the Services Agreement materially breaches an obligation thereunder and the breachingparty does not cure the breach to the satisfaction of the non-breaching Parties within 90 days of receiving notice ofthe breach, then the non-breaching party or parties will be entitled to pursue all available remedies at law or inequity (including, for the Issuer and JobsOhio, the right to seek mandamus to compel the performance of the StateParties). If the breaching party has begun an adequate remedy within the 90 day period after receiving notice of thebreach and is diligently pursuing the remedy to the satisfaction of the non-breaching party, then the non-breachingparty will not be able to seek its remedies at law or in equity until 180 days after its receipt of notice of the breach.

THE ISSUER AND JOBSOHIO

JobsOhio is a private, nonprofit corporation that will lead Ohio’s job creation efforts by singularly focusingon attracting and retaining jobs, with an emphasis on strategic industry sectors in areas of statewide and regionalstrength. Using a private sector approach, JobsOhio will work quickly, enabling Ohio to be more nimble and flexibleand thus more competitive in economic development efforts.

The Issuer, whose sole member is JobsOhio, will own and operate the Liquor Enterprise. Funds generatedfrom excess Liquor Enterprise Profits (after the transfer of Liquor Enterprise Profits into all senior funds andaccounts in accordance with the flow of funds set forth under the heading “SECURITY AND SOURCES OFPAYMENT FOR THE BONDS — Flow of Funds”) which are transferred into the General Purpose Fund may beprovided to JobsOhio by grant to fund JobsOhio’s business development functions.

Background

To promote the long-standing public purpose of economic development, job creation, job retention, jobtraining and the recruitment of business to the State, the 129th Ohio General Assembly enacted Amended SubstituteHouse Bill No. 1 (“House Bill 1”), as amended by Amended Substitute House Bill No. 153 (“House Bill 153”, andtogether with House Bill 1, the “JobsOhio Act”). On February 18, 2011, Ohio Governor John Kasich (the“Governor”) signed House Bill 1 into law, and on June 30, 2011, the Governor signed House Bill 153 into law. TheJobsOhio Act required, among other things, that the Governor form JobsOhio as an Ohio nonprofit corporation andrequired the Director of the Ohio Department of Development to execute a contract, on specified terms, withJobsOhio pursuant to which JobsOhio will assist the Director and the Department of Development with theprovision of services or the carrying out the functions and duties of the Department of Development.

To support the business development purposes of JobsOhio, the JobsOhio Act also provided that the Statewas entitled to transfer to JobsOhio, or a “subsidiary” of JobsOhio, the Liquor Enterprise pursuant to terms that areconsistent with the terms set forth in the Transfer Agreement. JobsOhio has elected for the State Parties to transferthe Liquor Enterprise to the Issuer, of which JobsOhio is the sole member.

Non-Governmental Status

Neither JobsOhio nor the Issuer is a state or public department, agency, office, body, institution, orinstrumentality for the purposes of certain laws that otherwise govern state agencies and other entities performinggovernmental functions. Accordingly, most laws generally governing the affairs of state agencies and othergovernmental entities, and their governing boards or employees, do not apply to JobsOhio, the Issuer or theirrespective Boards of Directors or employees.

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Entity Structure

JobsOhio is formed and is structured as a private, nonprofit corporation under Ohio law and it qualifies as atax-exempt organization under Section 501(c)(4) of the Code. JobsOhio is organized pursuant to Articles ofIncorporation, as amended, and a Code of Regulations, as amended, and is governed by a board of directorscomprised of nine members.

The Issuer is also formed and structured as a private, nonprofit under Ohio law and it qualifies as a tax-exempt organization under Section 501(c)(3) of the Code. The Issuer is organized pursuant to Articles ofIncorporation, as amended, and a Code of Regulations, as amended, and is governed by a board of directorscomprised of five members.

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Governance

Board of Directors of JobsOhio

JobsOhio is governed by a Board of Directors, which is comprised of nine members. All directors areappointed by and serve at the pleasure of the Governor. The current members of the Board of Directors are:

Name Principal Occupation Term Expires

James C. BolandChairman

Retired Vice ChairmanErnst & Young

and

Former President, CEO & Vice ChairmanCavaliers Operating Company

July 5, 2015

Steven A. Davis Chairman of the Board & CEOBob Evans Farms Inc.

July 5, 2015

E. Gordon Gee PresidentThe Ohio State University

July 5, 2016

C. Martin Harris, M.D. Chief Information OfficerCleveland Clinic

July 5, 2015

Gary R. Heminger President & CEOMarathon Petroleum Corporation

July 5, 2015

Lawrence J. Kidd Principal & CEOReliable Staffing Services and RSS Professional

July 5, 2015

Brad Lindner Chief Executive OfficerUnited Dairy Farmers

July 5, 2016

John F. Minor, Jr. President and Chief Investment OfficerJobsOhio

July 5, 2013

Pamela Springer President & CEOManta Media Inc.

July 5, 2013

After the expiration of the initial terms set forth above, all directors, once appointed, will serve four yearterms. Any vacancy must be filled immediately by the Governor for the remainder of the term of the vacant seat.

To qualify for appointment to the JobsOhio board of directors, an individual must satisfy all of thefollowing: (1) understand generally accepted accounting principles and financial statements, (2) possess the abilityto assess the general application of those principles in connection with the accounting for estimates, accruals, andreserves, (3) have experience preparing, auditing, analyzing, or evaluating financial statements that present a breadthand level of complexity of accounting issues that are generally comparable to the breadth and complexity of issuesthat can reasonably be expected to be presented by JobsOhio’s financial statements, or experience activelysupervising one or more persons engaged in those activities, (4) understand internal controls and procedures forfinancial reporting, and (5) understand audit committee functions.

Each individual appointed to the board of directors must be a United States citizen. At least six of theindividuals appointed to the board must be residents of or domiciled in Ohio. JobsOhio may indemnify, to the fullest

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extent permitted by law, the board, the directors, and officers and employees, from liability incurred in theperformance of the duties or functions of JobsOhio, and may procure civil liability insurance for this purpose.

Board of Directors of the Issuer

The Issuer is governed by a Board of Directors, which is comprised of five members, all of whom areappointed by JobsOhio. The current members of the Board of Directors are:

Name Principal Occupation Term Expires

James C. Boland Retired Vice Chairman Ernst & YoungandFormer President, CEO & Vice ChairmanCavaliers Operating Company

November 1, 2015

John F. Minor, Jr. President and Chief Investment OfficerJobsOhio

November 1, 2015

Kevin A. Giangola Chief Financial OfficerJobsOhio

November 1, 2015

Betty Montgomery Attorney at Law, Of CounselMacMurray, Petersen & Shuster LLPandPresidentMontgomery Consulting Group

December 28, 2015

David Wilhelm Founding PartnerNew Harvest Ventures

December 28, 2015

Executive Officers of JobsOhio and the Issuer

John F. Minor, Jr., President and Chief Investment Officer. John Minor joined JobsOhio during itscreation in July 2011 as Managing Director of Financial Institutions. In November of 2012 he was named Presidentand Chief Investment Officer. John has more than 14 years of investment banking experience in the financialservices industry, advising companies on strategic and capital raising transactions.

John comes to JobsOhio from Evercore Partners, where he was a Managing Director in its FinancialInstitutions Group; prior to Evercore, much of his career has been with Lehman Brothers and Barclays Capital. Johnhas executed numerous buy side and sell side M&A transactions with an aggregate deal value of over $65 billion,and completed debt and equity capital offerings totaling over $14 billion raised. Prior to Lehman Brothers, Johnworked at BB&T Capital Markets (Scott & Stringfellow), where he advised community banks, thrifts and mortgagecompanies.

John holds an M.B.A. with high distinction from the University of Michigan’s Ross School of Business,and a B.A. from the University of Virginia.

Mark Patton, Senior Managing Director. Mark Patton serves as Senior Managing Director for JobsOhiofocusing on the following key industries: Information Technology, Consumer Products and Headquarters, Logisticsand, on an interim basis, Bio-Health. Mark also manages the outbound sales organization for JobsOhio, for bothdomestic and international sectors. Prior to joining JobsOhio, Patton held senior roles in both sales and marketingorganizations with top branded corporations including: Procter & Gamble, Apple Computer, and Eastman Kodak.He has spent the last 15 years leading small start-up companies in Silicon Valley. A native of California, Mark is aresident of Ohio and lives in Franklin County.

Kristi Tanner, Managing Director. Kristi Tanner serves as a Managing Director for the manufacturingindustry at JobsOhio. Previously Tanner served as Chief Operating Officer at the Ohio Department of Development

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where she was actively involved in building the framework for JobsOhio. Tanner is an experienced marketing andeconomic development professional who has led economic development efforts at the local, regional, and statelevels. A graduate of Morehead State University in Kentucky, Tanner earned a degree in Communications andMarketing and is certified as an Economic Development Finance Professional through the National DevelopmentCouncil.

David Mustine, Managing Director. David Mustine serves as the JobsOhio Managing Director specializingin energy, chemicals and polymers. Prior to joining JobsOhio, David was appointed by Governor Kasich as theDirector of Ohio Department of Natural Resources. David has spent most of his career in the energy industry,including 16 years at American Electric Power and 10 years in the oil and gas industry. He has business experiencein over 25 countries. He now resides with his family in Franklin County.

Kevin Giangola, Chief Financial Officer. Kevin Giangola is the Chief Financial Officer for JobsOhio. Priorto joining JobsOhio in November 2011, he was the Chief Financial Officer for the Ohio Department ofDevelopment. Kevin also served in various senior management positions with the Ohio Department of Job andFamily Services. Those positions include Chief Procurement Officer and Deputy Director of the Department’sAudit, Quality Control, Research, Performance Management, and Labor Market Information Bureaus. Kevin hassignificant experience with the administration of state and federal programs including finance, accounting, policydevelopment, program monitoring, grant management, and state and federal reporting. Kevin is a lifelong Ohioan.He is a Kent State University graduate where he earned his Bachelor of Business Administration.

RISK FACTORS

Prospective investors should carefully consider, in addition to the other information contained in thisOffering Memorandum, the following factors when determining to invest in the Bonds. This discussion of riskfactors below is not, and is not intended to be, and cannot be, an exhaustive description of all of the risks associatedwith an investment in the Bonds. Each prospective investor is urged to carefully and fully consider the risks andspeculative factors affecting the business and operations of the Issuer, and to consult with his, her or its own tax,accounting, financial and legal advisors prior to investing in the Bonds.

Litigation

See “LITIGATION” for a description of allegations contained in pending litigation challenging theformation and funding of JobsOhio and “LEGAL OPINIONS” for a description of certain legal opinions expected tobe delivered at closing. At this time, it is unclear what impact an adverse determination with respect to theallegations described might have on the Bonds, payment of any interest on or principal of the Bonds, or the timingor security for repayment of the Bonds.

Bondholders May Have Difficulty Selling the Bonds In Any Secondary Market.

There currently is no secondary market for the Bonds. There is no assurance that any market will developor, if it does develop, that it will continue or will provide investors with a sufficient level of liquidity of investment.The market value and future trading prices of the Bonds will depend upon many factors, including among otherthings, prevailing interest rates, economic conditions, the Issuer’s financial condition, and the market for similarsecurities. The Issuer does not intend to register the Bonds under the Securities Act of 1933, as amended, or to listthe Bonds on any exchange, including any exchange in either Europe or the United States.

The Bonds may not be a suitable investment for all investors.

The Bonds may not be a suitable investment for all investors. An investment in the Bonds should beconsidered only by investors who, either alone or with their financial, tax and legal advisors, have the expertise toanalyze the redemption, default and market risk, the tax consequences of an investment, and the interaction of thesefactors.

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General Economic Conditions may affect the profitability of the Liquor Enterprise.

A continued downturn in the economy resulting in increasing unemployment either regionally or nationallymay negatively impact the revenues of the Liquor Enterprise, potentially decreasing the amount of Liquor EnterpriseProfits that are part of the Trust Estate. Although the Liquor Enterprise has sustained and even grown its profitsduring prior economic downturns, there is no guarantee that it will be able to do so during future economicdownturns. The effect of these factors on the ability to pay principal of and interest on the Bonds, is impossible topredict.

Changes in consumer preferences or discretionary consumer spending may affect the profitability of theLiquor Enterprise.

The sale of spirituous liquor depends, in part, upon continued consumer acceptance of and demand forspirituous liquor. Shifts in consumer preferences away from spirituous liquor could materially adversely affectfuture profitability. The Liquor Enterprise’s success depends to a significant extent on numerous factors affectingdiscretionary consumer spending, including economic conditions, disposable consumer income and consumerconfidence. Adverse changes in these factors could reduce sales of spirituous liquor, either of which could adverselyaffect our business, financial condition, operating results or cash flows.

The Ohio General Assembly may propose and enact an increase of the gallonage tax on spirituous liquor.

In January 2003, due to unanticipated reduced revenue collections by the State, the then-Governorrequested that the Ohio General Assembly consider several legislative proposals to enable the State to end its FiscalYear ending June 30, 2003, with a positive balance in the General Revenue Fund, as required by the Constitution ofthe State. Among the legislative proposals was a request to double the gallonage tax on spirituous liquor. Theproposal to adopt the gallonage tax increase was not adopted and a General Revenue Fund positive balance wasattained by other means.

The doubling of the gallonage tax on spirituous liquor was again proposed and introduced in the FiscalYear 2006-07 biennial budget, but not adopted. Alternatively, to gain additional revenue in the General RevenueFund, the Ohio General Assembly authorized the reduction of the discount granted on wholesale purchases ofspirituous liquor from 12.5% to 6%. This was enacted and was effective July 1, 2005.

While the Ohio General Assembly did not adopt the gallonage tax increase in either case described above,any shift in consumer trends away from the consumption of spirituous liquor, whether as a result of lifestyle changesor due to an increase in the gallonage tax by the Ohio General Assembly, could have an adverse effect on LiquorEnterprise Revenues.

The loss of management personnel or management services could have an adverse impact upon the Issuer’sbusiness and its ability to service the debt.

The Issuer’s success depends in large part upon its management personnel and the management personnelof JobsOhio. The loss of services of key personnel could have a material adverse effect on the Issuer’s ability toeffectively manage its business and sell its products. There can be no assurance that the Issuer will be successful inattracting or retaining qualified executives and personnel.

The Issuer will be relying upon the Division to provide services under the Services Agreement.

The Issuer has no history of managing the Liquor Enterprise, or any state liquor enterprise. Although theIssuer and the Division have tested a number of post-transfer processes in preparation for the transfer, the Issuer hasnever generated and paid commission checks to the Agencies. Failure to account for and make all paymentsrequired by the Liquor Enterprise may adversely affect the Issuer. Accordingly, the Issuer has entered into theServices Agreement, pursuant to which the Division will provide management, operations and administrativeservices to the Issuer. The failure by the Division to perform its obligations or to perform its obligations consistentwith past performance, could have a material adverse impact on the Liquor Enterprise. The Division and the Issuermay incur expenses greater than historical averages and the Division may prove less effective in performing underthe Services Agreement.

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Redemption may adversely affect your return on the Series 2013A Bonds.

The Bonds are subject to redemption as described under “THE BONDS – Redemption Provisions”. TheIssuer may choose to redeem 2013A Bonds when prevailing interest rates may be relatively low. Such redemptionmight prevent holders from reinvesting redemption proceeds in a comparable security at an effective interest rate ashigh as that of the Series 2013A Bonds.

Holders of the Bonds may be dependent on the action or inaction of other holders of the Bonds or otherObligations.

Please see “APPENDIX C – Summary of Certain Provisions of the Indenture – Events of Default and –Remedies” for certain defaults that can be triggered by notice of holders of at least twenty-five percent (25%) inaggregate principal amount of Obligations and certain remedies which can be directed by the holders of at leasttwenty-five percent (25%) in aggregate principal amount of Obligations.

TRUSTEE

The Trustee, The Huntington National Bank is a national banking association organized and existing underthe laws of the United States of America and is authorized to exercise corporate trust powers in the State and has itsprincipal place of business located in Columbus, Ohio.

LITIGATION

The laws enacted by the Ohio General Assembly providing for the creation of JobsOhio (collectively, the“JobsOhio Act”), and JobsOhio itself, have been the subject of litigation filed in Ohio courts concerning, amongother matters, the constitutionality of the JobsOhio Act and the legal existence and capacity of JobsOhio(collectively, the “Substantive Claims”), and requesting the JobsOhio Act be declared unconstitutional and aninjunction prohibiting the formation and continued operation of JobsOhio, the Department of Development fromcontracting with JobsOhio and the making of any appropriation to JobsOhio. Those Substantive Claims includeallegations that under the Ohio Constitution the JobsOhio Act is a special act conferring corporate powers, that theState may not lend its aid and credit to JobsOhio, that the provisions for State financial support of JobsOhio is anappropriation beyond the current State fiscal biennium, that transfer will cause the State to exceed its debt limits,that the JobsOhio Act violates the “one subject” rule for legislation, and that the 60 day statute of limitations forchallenging JobsOhio’s actions is too short. None of these Substantive Claims has been addressed by the courts; andthe only pending litigation (the “Pending Litigation”) is an appeal to the Ohio Supreme Court of the unanimousdecision of the Ohio Tenth District Court of Appeals affirming the decision of the Franklin County Common PleasCourt that the plaintiffs lack standing to litigate the Substantive Claims. The Ohio Supreme Court has not yetannounced whether it will accept plaintiffs’ appeal to consider the issue of their standing. JobsOhio’s managementhas reviewed the Substantive Claims and believes they are without merit.

In light of the Pending Litigation, the Commerce Director expressed his desire that the Ohio Supreme Courtbe given the opportunity to address the Substantive Claims involving Ohio constitutional issues. JobsOhiosubsequently filed an original action in the Ohio Supreme Court on August 10, 2012, requesting that it issue a writof mandamus ordering the Commerce Director to sign the Transfer Agreement, which placed the Substantive Claimsand JobsOhio’s responses to those Substantive Claims before that Court. The mandamus action was dismissed bythe Ohio Supreme Court on September 28, 2012 for lack of proper jurisdiction, without determining any of theSubstantive Claims.

As noted above, the Ohio Supreme Court has not yet announced whether it will accept plaintiffs’ appeal ofthe dismissal, for lack of standing, of the Pending Litigation. The Ohio Attorney General and Squire Sanders (US)LLP both are of the opinion that the Ohio Tenth District Court of Appeals correctly upheld the dismissal by theFranklin County Common Pleas Court of plaintiffs’ claims on the ground that plaintiffs lacked standing to bringthose claims under the current applicable law and will render their respective opinion letters to that effect inconnection with the issuance of the Bonds.

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LEGAL OPINIONS

Certain legal matters incident to the issuance of the Bonds and with regard to the tax-exempt status of theinterest on the Series 2013A Bonds (see TAX MATTERS) are subject to the opinion of Squire Sanders (US) LLP,Bond Counsel to the Issuer. The signed legal opinion letter of Bond Counsel as to the Bonds, substantially in theform attached hereto as Appendix H, dated and premised on law in effect on the date of issuance of the Bonds, willbe delivered on the date of issuance of the Bonds. The text of the opinion letter to be delivered may vary from thetext as set forth in Appendix H if necessary to reflect facts and law on the date of delivery. The opinion letter willspeak only as of its date, and its subsequent distribution by recirculation of this Offering Circular or otherwise shallnot create any implication that Bond Counsel has reviewed or expresses any opinion concerning any of the mattersto which reference is made in the opinion letter subsequent to its date.

McDonald Hopkins LLC, as special counsel to the State Parties, and Jones Day, as special counsel to theIssuer and JobsOhio, are each expected to deliver, upon issuance of the Bonds, their respective legal opinion lettersto the effect that, among other things, as of the date of such opinions and subject to the qualifications and limitationsset forth therein, the Transfer Agreement and the Services Agreement are valid and binding obligations of the StateParties, and the Issuer and JobsOhio, respectively, enforceable in accordance with their terms and that theperformance thereof by the State Parties, and the Issuer and JobsOhio, respectively, do not violate any present law(including the Ohio Constitution) of the State of Ohio applicable to the State Parties, and the Issuer and JobsOhio,respectively, provided that neither Jones Day nor McDonald Hopkins LLC is opining on, and have excluded fromtheir respective opinions, the effect of any adverse decision in the Pending Litigation or similar proceedings. Thoseopinions will be premised on law in effect on the date of their issuance and will speak only as of such date.

Certain legal matters will also be passed upon for the Underwriters by Bricker & Eckler LLP.

The opinions of Bond Counsel and any other legal opinions and letters of counsel to be deliveredconcurrently with the delivery of the Bonds express the professional judgment of the attorneys rendering theopinions or advice regarding the legal issues and other matters expressly addressed therein. By rendering a legalopinion or advice, the giver of such opinion or advice does not become an insurer or guarantor of the result indicatedby that opinion, or the transaction on which the opinion or advice is rendered, or of the future performance of partiesto the transaction. Nor does the rendering of an opinion guarantee the outcome of any legal dispute that may ariseout of or regarding the transaction.

TAX MATTERS

Series 2013A Bonds

In the opinion of Squire Sanders (US) LLP, Bond Counsel, under existing law: (i) interest on the Series2013A Bonds is excluded from gross income for federal income tax purposes under Section 103 of the InternalRevenue Code of 1986, as amended (the “Code”), and is not an item of tax preference for purposes of the federalalternative minimum tax imposed on individuals and corporations; and (ii) interest on, and any profit made on thesale, exchange or other disposition of, the Series 2013A Bonds are exempt from all Ohio state and local taxation,except the estate tax, the domestic insurance company tax, the dealers in intangibles tax, the tax levied on the basisof the total equity capital of financial institutions, and the net worth base of the corporate franchise tax. BondCounsel expresses no opinion as to any other tax consequences regarding the Series 2013A Bonds.

The opinion on tax matters will be based on and will assume the accuracy of certain representations andcertifications, and continuing compliance with certain covenants, of the Issuer and the State contained in thetranscript of proceedings and that are intended to evidence and assure the foregoing, including that the Series 2013ABonds are and will remain obligations the interest on which is excluded from gross income for federal income taxpurposes. Bond Counsel will not independently verify the accuracy of the Issuer’s certifications and representationsor the continuing compliance with the Issuer’s covenants.

The opinion of Bond Counsel is based on current legal authority and covers certain matters not directlyaddressed by such authority. It represents Bond Counsel’s legal judgment as to exclusion of interest on the Series2013A Bonds from gross income for federal income tax purposes but is not a guaranty of that conclusion. The

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opinion is not binding on the Internal Revenue Service (“IRS”) or any court. Bond Counsel expresses no opinionabout (i) the effect of future changes in the Code and the applicable regulations under the Code or (ii) theinterpretation and the enforcement of the Code or those regulations by the IRS.

The Code prescribes a number of qualifications and conditions for the interest on state and localgovernment obligations to be and to remain excluded from gross income for federal income tax purposes, some ofwhich require future or continued compliance after issuance of the obligations. Noncompliance with theserequirements by the Issuer or the State may cause loss of such status and result in the interest on the Series 2013ABonds being included in gross income for federal income tax purposes retroactively to the date of issuance of theSeries 2013A Bonds. The Issuer has covenanted to take the actions required of it for the interest on the Series2013A Bonds to be and to remain excluded from gross income for federal income tax purposes, and not to take anyactions that would adversely affect that exclusion. After the date of issuance of the Series 2013A Bonds, BondCounsel will not undertake to determine (or to so inform any person) whether any actions taken or not taken, or anyevents occurring or not occurring, or any other matters coming to Bond Counsel’s attention, may adversely affectthe exclusion from gross income for federal income tax purposes of interest on the Series 2013A Bonds or themarket value of the Series 2013A Bonds.

A portion of the interest on the Series 2013A Bonds earned by certain corporations may be subject to afederal corporate alternative minimum tax. In addition, interest on the Series 2013A Bonds may be subject to afederal branch profits tax imposed on certain foreign corporations doing business in the United States and to afederal tax imposed on excess net passive income of certain S corporations. Under the Code, the exclusion ofinterest from gross income for federal income tax purposes may have certain adverse federal income taxconsequences on items of income, deduction or credit for certain taxpayers, including financial institutions, certaininsurance companies, recipients of Social Security and Railroad Retirement benefits, those that are deemed to incuror continue indebtedness to acquire or carry tax-exempt obligations, and individuals otherwise eligible for theearned income tax credit. The applicability and extent of these and other tax consequences will depend upon theparticular tax status or other tax items of the owner of the Series 2013A Bonds. Bond Counsel will express noopinion regarding those consequences.

Payments of interest on tax-exempt obligations, including the Series 2013A Bonds, are generally subject toIRS Form 1099-INT information reporting requirements. If a 2013A Bond owner is subject to backup withholdingunder those requirements, then payments of interest will also be subject to backup withholding. Those requirementsdo not affect the exclusion of such interest from gross income for federal income tax purposes.

Legislation affecting tax-exempt obligations is regularly considered by the United States Congress and mayalso be considered by the State legislature. Court proceedings may also be filed, the outcome of which could modifythe tax treatment of obligations such as the Series 2013A Bonds. There can be no assurance that legislation enactedor proposed, or actions by a court, after the date of issuance of the Series 2013A Bonds will not have an adverseeffect on the tax status of interest or other income on the Series 2013A Bonds or the market value or marketability ofthe Series 2013A Bonds. These adverse effects could result, for example, from changes to federal or state incometax rates, changes in the structure of federal or state income taxes (including replacement with another type of tax),or repeal (or reduction in the benefit) of the exclusion of interest on the Series 2013A Bonds from gross income forfederal or state income tax purposes for all or certain taxpayers.

For example, both the American Jobs Act of 2011 proposed by President Obama on September 12, 2011,and introduced into the Senate on September 13, 2011, and the federal budget for Fiscal Year 2013 as proposed byPresident Obama on February 13, 2012, contain provisions that could, among other things, result in additionalfederal income tax for tax years beginning after 2012 on taxpayers that own tax-exempt obligations, including theSeries 2013A Bonds, if they have incomes above certain thresholds. Additionally, in connection with the currentfederal budget situation (the so-called “fiscal cliff”) other tax reform proposals have been put forth by variouslegislators and other groups that would eliminate, reduce or otherwise alter the tax benefits currently provided tocertain owners of state and local government bonds. Although any pending bills will expire at the end of the currentCongress, similar or alternative revenue-raising proposals may be proposed in the next Congress, which begins inJanuary 2013.

Prospective purchasers of the Series 2013A Bonds should consult their own tax advisers regarding pendingor proposed federal and state tax legislation and court proceedings, and prospective purchasers of the Series 2013A

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Bonds at other than their original issuance at the respective prices indicated on the inside cover of this OfferingCircular should also consult their own tax advisers regarding other tax considerations such as the consequences ofmarket discount, as to all of which Bond Counsel expresses no opinion.

Bond Counsel’s engagement with respect to the Series 2013A Bonds ends with the issuance of the Series2013A Bonds, and, unless separately engaged, Bond Counsel is not obligated to defend the Issuer or the owners ofthe Series 2013A Bonds regarding the tax status of interest thereon in the event of an audit examination by the IRS.The IRS has a program to audit tax-exempt obligations to determine whether the interest thereon is includible ingross income for federal income tax purposes. If the IRS does audit the Series 2013A Bonds, under current IRSprocedures, the IRS will treat the Issuer as the taxpayer and the beneficial owners of the Series 2013A Bonds willhave only limited rights, if any, to obtain and participate in judicial review of such audit. Any action of the IRS,including but not limited to selection of the Series 2013A Bonds for audit, or the course or result of such audit, or anaudit of other obligations presenting similar tax issues, may affect the market value of the Series 2013A Bonds.

Prospective purchasers of the Series 2013A Bonds upon their original issuance at prices other than therespective prices indicated on the inside cover of this Official Statement, and prospective purchasers of the Series2013A Bonds at other than their original issuance, should consult their own tax advisers regarding other taxconsiderations such as the consequences of market discount, as to all of which Bond Counsel expresses no opinion.

Risk of Future Legislative Changes and/or Court Decisions

Legislation affecting tax-exempt obligations is regularly considered by the United States Congress and mayalso be considered by the State legislature. Court proceedings may also be filed, the outcome of which could modifythe tax treatment of obligations such as the Series 2013A Bonds. There can be no assurance that legislation enactedor proposed, or actions by a court, after the date of issuance of the Series 2013A Bonds will not have an adverseeffect on the tax status of interest or other income on the Series 2013A Bonds or the market value or marketability ofthe Series 2013A Bonds. These adverse effects could result, for example, from changes to federal or state incometax rates, changes in the structure of federal or state income taxes (including replacement with another type of tax),or repeal (or reduction in the benefit) of the exclusion of interest on the Series 2013A Bonds from gross income forfederal or state income tax purposes for all or certain taxpayers.

For example, recent presidential and legislative proposals would eliminate, reduce or otherwise alter the taxbenefits currently provided to certain owners of state and local government bonds, including proposals that wouldresult in additional federal income tax on taxpayers that own tax-exempt obligations if their incomes exceed certainthresholds. Investors in the Series 2013A Bonds should be aware that any such future legislative actions (includingfederal income tax reform) may retroactively change the treatment of all or a portion of the interest on the Series2013A Bonds for federal income tax purposes for all or certain taxpayers. In such event, the market value of theSeries 2013A Bonds may be adversely affected and the ability of holders to sell their Series 2013A Bonds in thesecondary market may be reduced.

Investors should consult their own financial and tax advisers to analyze the importance of these risks.

Original Issue Discount and Original Issue Premium

Certain of the Series 2013A Bonds (“Discount Bonds”) as indicated on the inside cover of this OfferingCircular were offered and sold to the public at an original issue discount (“OID”). OID is the excess of the statedredemption price at maturity (the principal amount) over the “issue price” of a Discount Bond. The issue price of aDiscount Bond is the initial offering price to the public (other than to bond houses, brokers or similar persons actingin the capacity of underwriters or wholesalers) at which a substantial amount of the Discount Bonds of the samematurity is sold pursuant to that offering. For federal income tax purposes, OID accrues to the owner of a DiscountBond over the period to maturity based on the constant yield method, compounded semiannually (or over a shorterpermitted compounding interval selected by the owner). The portion of OID that accrues during the period ofownership of a Discount Bond (i) is interest excluded from the owner’s gross income for federal income taxpurposes to the same extent, and subject to the same considerations discussed above, as other interest on the Series2013A Bonds, and (ii) is added to the owner’s tax basis for purposes of determining gain or loss on the maturity,redemption, prior sale or other disposition of that Discount Bond. The amount of OID that accrues each year to acorporate owner of a Discount Bond is taken into account in computing the corporation’s liability for federalalternative minimum tax. A purchaser of a Discount Bond in the initial public offering at the price for that Discount

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Bond stated on the inside cover of this Offering Circular who holds that Discount Bond to maturity will realize nogain or loss upon the retirement of that Discount Bond.

Certain of the Series 2013A Bonds (“Premium Bonds”) as indicated on the inside cover of this OfferingCircular were offered and sold to the public at a price in excess of their stated redemption price at maturity (theprincipal amount). That excess constitutes bond premium. For federal income tax purposes, bond premium isamortized over the period to maturity of a Premium Bond, based on the yield to maturity of that Premium Bond (or,in the case of a Premium Bond callable prior to its stated maturity, the amortization period and yield may berequired to be determined on the basis of an earlier call date that results in the lowest yield on that Premium Bond),compounded semiannually. No portion of that bond premium is deductible by the owner of a Premium Bond. Forpurposes of determining the owner’s gain or loss on the sale, redemption (including redemption at maturity) or otherdisposition of a Premium Bond, the owner’s tax basis in the Premium Bond is reduced by the amount of bondpremium that is amortized during the period of ownership. As a result, an owner may realize taxable gain forfederal income tax purposes from the sale or other disposition of a Premium Bond for an amount equal to or lessthan the amount paid by the owner for that Premium Bond. A purchaser of a Premium Bond in the initial publicoffering at the price for that Premium Bond stated on the inside cover of this Offering Circular who holds thatPremium Bond to maturity (or, in the case of a callable Premium Bond, to its earlier call date that results in thelowest yield on that Premium Bond) will realize no gain or loss upon the retirement of that Premium Bond.

Owners of Discount and Premium Bonds should consult their own tax advisers as to the determinationfor federal income tax purposes of the amount of OID or bond premium properly accruable or amortizable in anyperiod with respect to the Discount or Premium Bonds and as to other federal tax consequences and thetreatment of OID and bond premium for purposes of state and local taxes on, or based on, income.

Series 2013B Bonds

THE ADVICE BELOW WAS NOT WRITTEN AND IS NOT INTENDED TO BE USED ANDCANNOT BE USED BY ANY TAXPAYER FOR PURPOSES OF AVOIDING UNITED STATES FEDERALINCOME TAX PENALTIES THAT MAY BE IMPOSED. THE ADVICE IS WRITTEN TO SUPPORT THEPROMOTION OR MARKETING OF THE TRANSACTION. EACH TAXPAYER SHOULD SEEK ADVICEBASED ON THE TAXPAYER’S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAXADVISOR.

The foregoing disclaimer is provided to satisfy obligations under Circular 230 governing standards ofpractice before the Internal Revenue Service (“IRS”).

_______________________________________

The following is a general discussion of certain U.S. federal income tax consequences associated with theownership of the Series 2013B Bonds. Except where noted, it deals only with those holders who hold the Series2013B Bonds as capital assets. It does not deal with special situations, including but not limited to those of certainfinancial institutions, insurance companies, U.S. expatriates, dealers in securities or foreign currencies, personsholding Bonds as part of a hedge or other integrated transaction, U.S. Holders (as defined below) whose functionalcurrency is not the U.S. dollar, partnerships or other entities classified as partnerships for U.S. federal income taxpurposes, entities that are tax-exempt for U.S. federal income tax purposes, retirement plans, individual retirementaccounts, tax-deferred accounts, or persons subject to the alternative minimum tax.

The following summary does not address specific state or local or non-U.S. tax consequences or U.S.federal tax consequences (e.g., estate or gift tax) other than those pertaining to the income tax.

This discussion is based on provisions of the Code, the Treasury Regulations promulgated thereunder, andadministrative and judicial interpretations of the foregoing, all as in effect as of the date hereof. Such authoritiesmay be repealed, revoked, or modified, possibly with retroactive effect, so as to result in United States federalincome tax consequences different from those described below.

THIS SUMMARY IS INCLUDED FOR GENERAL INFORMATION ONLY AND MAY NOT BEAPPLICABLE DEPENDING ON A HOLDER’S PARTICULAR SITUATION. PROSPECTIVE HOLDERS

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ARE STRONGLY URGED TO CONSULT THEIR TAX ADVISOR AS TO THE SPECIFIC TAXCONSEQUENCES TO THEM OF THE PURCHASE, DISPOSITION, OR OWNERSHIP OF THE SERIES2013B BONDS, INCLUDING THE APPLICABILITY AND EFFECT OF FEDERAL, STATE, LOCAL,AND FOREIGN INCOME AND OTHER TAX LAWS IN THEIR PARTICULAR CIRCUMSTANCES.

As used herein, the term “U.S. Holder” means a holder of Series 2013B Bonds that is, for U.S. federalincome tax purposes:

an individual who is a citizen or resident of the United States;

a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, createdor organized in or under the laws of the United States, any state thereof or the District ofColumbia;

an estate the income of which is subject to U.S. federal income tax regardless of its source; or

a trust (i) if a U.S. court is able to exercise primary supervision over administration of the trust andone or more U.S. persons have authority to control all substantial decisions of the trust, or (ii) thathas a valid election in place under applicable Treasury Regulations to be treated as a domestictrust.

For purposes of this discussion, the term “non-U.S. Holder” means a holder of Series 2013B Bonds that isnot a U.S. Holder and is not a partnership or entity treated as a partnership for U.S. federal income tax purposes.

If a partnership (including an entity treated as a partnership for U.S. federal income tax purposes) holdsSeries 2013B Bonds, the tax treatment of a partner will generally depend upon the status of the partner and theactivities of the partnership. If you are a partner of a partnership holding Series 2013B Bonds, you should consultyour tax advisors.

U.S. Holders

Tax Consequences to U.S. Holders Holding Series 2013B Bonds

Payments of Interest

Interest paid on a Bond will be taxable to a U.S. Holder as ordinary income at the time it is received oraccrued, depending on the holder’s method of accounting for tax purposes.

Issue Price and Original Issue Discount

The issue price of a Bond will equal the first price at which a substantial amount of the Series 2013B Bondsare sold to the public. If the issue price of a Bond is less than its stated principal amount by more than a de minimisamount (as discussed below), the Bond will be treated as issued with original issue discount (“OID”) in an amountequal to the excess of such stated principal amount over its issue price. For federal income tax purposes, OIDaccrues to the holder of a Bond over the period from issuance to maturity based on the constant yield method,compounded semiannually (or over a shorter permitted compounding interval selected by the holder). The portionof OID that accrues during the period of ownership of a Bond (i) constitutes interest included in the holder’s grossincome for federal income tax purposes and (ii) is added to the holder’s tax basis for purposes of determining gain orloss on the maturity, redemption, prior sale, or other disposition of that Bond. Thus, the effect of OID is to requirethe accrual into income of an issuance discount based on a constant yield over the life of the obligation rather than inproportion to the receipt of principal.

If the amount of OID with respect to a Bond is less than an amount equal to .0025 multiplied by the productof the stated redemption price at maturity and the number of complete years to the maturity of the Bond, the amountof OID is treated as zero.

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Market Discount

If a U.S. Holder of a Bond purchases a Bond in the secondary market at a price that is lower than itsremaining redemption amount, or in the case of a Bond with OID, its adjusted issue price, by at least .0025multiplied by the product of the remaining redemption amount and the number of remaining complete years tomaturity, the Bond is considered to have “market discount” in the hands of such U.S. Holder. In general terms,market discount is treated as accruing ratably over the term of the Bond, or, at the election of the holder, under aconstant yield method. Accrued market discount is included in income as ordinary income, but a holder is notrequired to include accrued market discount into income until the holder either receives a principal payment ordisposes of the obligation at a gain. A U.S. Holder may elect to include market discount in income on a currentbasis as it accrues (on either a ratable or constant-yield basis). Any such election, if made, applies to all marketdiscount Series 2013B Bonds acquired by the taxpayer on or after the first day of the first taxable year to which suchelection applies and is revocable only with the consent of the IRS.

Premium

A U.S. Holder of a Bond that purchases the Bond at a cost greater than its remaining redemption amountwill be considered to have purchased the Bond at a premium, and may elect to amortize such premium (as an offsetto interest income), using a constant-yield method, over the remaining term of the Bond. Such election, once made,generally applies to all Series 2013B Bonds held or subsequently acquired by the U.S. Holder on or after the firsttaxable year to which the election applies and may not be revoked without the consent of the IRS. A U.S. Holderthat elects to amortize such premium must reduce its tax basis in the Bond by the amount of the premium amortizedduring its holding period. With respect to a U.S. Holder that does not elect to amortize bond premium, the amountof bond premium is included in the U.S. Holder’s tax basis in the Bond.

Tax Consequences to U.S. Holders on the Purchase, Sale, Exchange, and Retirement of the Series2013B Bonds

A U.S. Holder’s tax basis in a Bond generally will equal its original cost, increased by any original issuediscount included in the U.S. Holder’s income with respect to the Bond, and reduced by the amount of anyamortizable bond premium applied to reduce interest on the Bond and any payments on the Bond other thanpayments of qualified stated interest. A U.S. Holder generally will recognize gain or loss on the sale, exchange orretirement of a Bond equal to the difference between the amount realized on the sale or retirement of the Bond (lessany accrued interest, which will be taxed as such) and the U.S. Holder’s tax basis in the Bond. Gain in excess ofaccrued market discount not previously included in income or any loss recognized on the sale, exchange orretirement of a Bond will be capital gain or loss and will be long-term capital gain or loss if the Bond was held formore than one year. In the event that a Bond was purchased with market discount (as discussed previously under“Market Discount”), a portion of any gain recognized on the disposition, exchange or retirement of a Bond could becharacterized as ordinary income.

Recent Legislation Affecting U.S. Holders

For taxable years beginning after December 31, 2012, a U.S. Holder that is an individual or estate, or a trustthat does not fall into a special class of trusts that is exempt from such tax, will be subject to a 3.8% Medicare tax onthe lesser of (1) the U.S. Holder’s “net investment income” for the relevant taxable year and (2) the excess of theU.S. Holder’s modified adjusted gross income for the taxable year over a certain threshold (which in the case ofindividuals will be between $125,000 and $250,000, depending on the individual’s circumstances). A holder’s netinvestment income will generally include its interest income and its net gains from the disposition of Series 2013BBonds, unless such interest income or net gains are derived in the ordinary course of the conduct of a trade orbusiness (other than a trade or business that consists of certain passive or trading activities). If you are a U.S. Holderthat is an individual, estate, or trust, you are urged to consult your tax advisors regarding the applicability of theMedicare tax to your income and gains in respect of your investment in the Series 2013B Bonds.

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Non-U.S. Holders

Tax Consequences to Non-U.S. Holders Holding Series 2013B Bonds

The following is a general discussion of certain United States federal income and estate tax consequencesresulting from the beneficial ownership of Series 2013B Bonds by a person other than a U.S. Holder.

Subject to the discussion of backup withholding below, payments of principal by the Issuer or any of itsagents (acting in its capacity as agent) to any Non-U.S. Holder will not be subject to U.S. withholding tax. In thecase of payments of interest to any Non-U.S. Holder, however, U.S. withholding tax will apply unless the Non-U.S.Holder (1) does not own (actually or constructively) 10-percent or more of the voting equity interests of the Issuer,(2) is not a controlled foreign corporation for United States tax purposes that is related to the Issuer (directly orindirectly) through stock ownership, and (3) is not a bank receiving interest in the manner described in Section881(c)(3)(A) of the Code (which relates to interest received by a bank on an extension of credit made pursuant to aloan agreement entered into in the ordinary course of its trade or business). Moreover, either the Non-U.S. Holdermust certify on IRS Form W-8BEN to (1) the Issuer or its agent under penalties of perjury that it is not a U.S. personand must provide its name and address, or (2) a securities clearing organization, bank or other financial institution,that holds customers’ securities in the ordinary course of its trade or business (which in turn will be obligated tocertify to the Issuer or its agent under penalties of perjury that such statement on IRS Form W-8BEN has beenreceived from the Non-U.S. Holder by it or by another financial institution and must furnish the interest payor with acopy).

A Non-U.S. Holder that does not qualify for exemption from withholding as described above must providethe Issuer or its agent with documentation as to his, her, or its identity to avoid the U.S. backup withholding tax onthe amount allocable to a Non-U.S. Holder and be subject instead to the 30% foreign withholding rate (or lowertreaty rate). The documentation may require that the Non-U.S. Holder provide a U.S. tax identification number.

If a Non-U.S. Holder is engaged in a trade or business in the United States and interest on a Bond held bysuch holder is effectively connected with the conduct of such trade or business, the Non-U.S. Holder, althoughexempt from the withholding tax discussed above (provided that such holder timely furnishes the requiredcertification to claim such exemption), would be subject to United States federal income tax on such interest in thesame manner as if it were a U.S. Holder. In addition, if the Non-U.S. Holder is a foreign corporation, it may besubject to a branch profits tax equal to 30% (or lower applicable treaty rate) of its effectively connected earnings andprofits for the taxable year, subject to certain adjustments. For purposes of the branch profits tax, interest on a Bondwill be included in the earnings and profits of the holder if the interest is effectively connected with the conduct bythe holder of a trade or business in the United States. Such a holder must provide the payor with a properly executedIRS Form W-8ECI (or successor form) to claim an exemption from United States federal withholding tax.

Any capital gain realized on the sale, exchange, retirement or other disposition of a Bond by a Non-U.S.Holder will not be subject to United States federal income or withholding taxes if (1) the gain is not effectivelyconnected with a United States trade or business of the Non-U.S. Holder, and (2) in the case of an individual, theNon-U.S. Holder is not present in the United States for 183 days or more in the taxable year of the sale, exchange,retirement or other disposition, and certain other conditions are met.

Non-U.S. Holders should consult their own tax advisors with respect to the possible applicability of UnitedStates withholding and other taxes upon income realized in respect of the Series 2013B Bonds.

United States Estate Tax Considerations

The Series 2013B Bonds generally will not be includible in the U.S. taxable estate of a Non-U.S. Holderunless the individual owns (actually or constructively) 10-percent or more of the voting equity interests of the Issueror, at the time of the individual’s death, payments in respect of the Series 2013B Bonds would have been effectivelyconnected with the conduct by the individual of a trade or business in the United States.

Information Reporting and Backup Withholding

For each calendar year in which the Series 2013B Bonds are outstanding, the Issuer is required to providethe IRS with certain information, including a holder’s name, address and taxpayer identification number (either theholder’s Social Security number or its employer identification number, as the case may be), the aggregate amount of

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principal and interest paid to that holder during the calendar year and the amount of tax withheld, if any. Thisobligation, however, does not apply with respect to certain U.S. Holders, including corporations, tax-exemptorganizations, qualified pension and profit sharing trusts, and individual retirement accounts.

If a U.S. Holder subject to the reporting requirements described above fails to supply its correct taxpayeridentification number in the manner required by applicable law or under-reports its tax liability, the Issuer, its agentsor paying agents or a broker may be required to make “backup” withholding of tax on each payment of interest orprincipal on the Series 2013B Bonds. For 2012, the backup withholding rate for applicable payments is 28%,subject to increase to 31% after 2012. This backup withholding is not an additional tax and may be credited againstthe U.S. Holder’s federal income tax liability, provided that the U.S. Holder furnishes the required information tothe IRS.

Under current Treasury Regulations, backup withholding and information reporting will not apply topayments of interest made by the Issuer or any of its agents (in their capacity as such) to a Non-U.S. Holder if suchholder has provided the required certification that it is not a U.S. person (as set forth in the second paragraph under“Non-U.S. Holders” above), or has otherwise established an exemption (provided that neither the Issuer nor its agenthas actual knowledge that the holder is a U.S. person or that the conditions of an exemption are not in fact satisfied).

Payments of the proceeds from the sale of a Bond to or through a foreign office of a broker generally willnot be subject to information reporting or backup withholding. However, information reporting (but not backupwithholding) may apply to those payments if the broker is one of the following:

a U.S. person;

a controlled foreign corporation for U.S. tax purposes;

a foreign person 50-percent or more of whose gross income from all sources for the three-yearperiod ending with the close of its taxable year preceding the payment was effectively connectedwith a United Stares trade or business; or

a foreign partnership with certain connections to the United States.

Payment of the proceeds from a sale of a Bond to or through the United States office of a broker is subjectto information reporting and backup withholding unless the holder or beneficial owner certifies as to its taxpayeridentification number or otherwise establishes an exemption from information reporting and backup withholding.

The Foreign Account Tax Compliance Act imposes a 30% withholding tax on interest payments andproceeds of sale of interest-bearing obligations for payments of interest made on or after January 1, 2014, andpayments of gross proceeds from the disposition of a Security made on or after January 1, 2015, to certain foreignfinancial institutions, investment funds, and non-financial foreign entities if certain disclosure requirements relatedto direct and indirect United States shareholders and/or United States accountholders are not satisfied. Pursuant toProposed Regulations issued by the Department of the Treasury in February 2012, the withholding tax will not applyto obligations that are outstanding on January 1, 2013. A debt instrument, such as a Bond, is treated as outstandingon January 1, 2013 if it has an issue date, as determined under U.S. tax law, before January 1, 2013. Any materialmodification (as defined in Treasury Regulations issued under Section 1001 of the Code) of a Bond on or afterJanuary 1, 2013 will result in such Bond being treated as newly issued as of the effective date of such modification.The Issuer will not be obligated to pay any additional amounts to “gross up” payments to holders of the Series2013B Bonds or beneficial owners of the Series 2013B Bonds as a result of any withholding or deduction for, or onaccount of, any present or future taxes, duties, assessments or government charges with respect to payments inrespect of the Series 2013B Bonds. Prospective investors are encouraged to consult their tax advisors regarding theimplications of this legislation on their investment in the Series 2013B Bonds, as well as the status of any relatedfederal regulations.

The preceding federal income tax discussion is included for general information only and may not beapplicable depending upon a holder’s particular situation. Holders should consult their tax advisors withrespect to the tax consequences to them of the purchase, ownership and disposition of the Series 2013B

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Bonds, including the tax consequences under federal, state, local, foreign and other tax laws and the possibleeffects of changes in those tax laws.

RATINGS

The Bonds have received “AA” (stable outlook) and a rating of “A2” (developing outlook), respectively,by Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business (“S&P”) andMoody’s Investors Service, Inc. (“Moody’s”). An explanation of the significance of such ratings and outlooks maybe obtained from the Rating Agency assigning such ratings. The ratings and outlooks of the Bonds by Moody’s andS&P reflect only the views of such organizations at the time such ratings and outlooks were given, and the Issuermakes no representation as to the appropriateness of the ratings and outlooks. There is no assurance that suchratings and outlooks will continue for any given period of time or that the ratings will not be revised downward orwithdrawn entirely by Moody’s and S&P, if in the judgment of Moody’s and S&P, circumstances so warrant. Anysuch downward revision or withdrawal of the rating or change in an outlook may have an adverse effect on themarket price of the Bonds, but does not constitute an Event of Default.

The Issuer expects to furnish the rating services with information and materials that may be requested. TheIssuer, however, assumes no obligation to furnish requested information and materials, and may issue debt for whicha rating is not requested. Failure to furnish requested information and materials, or the issuance of debt for which arating is not requested, may result in the suspension or withdrawal of a rating on the Bonds.

A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision orwithdrawal at any time.

CERTAIN LEGAL MATTERS

The Issuer will furnish to the Underwriters a complete transcript of proceedings relating to theauthorization and issuance of the Bonds.

UNDERWRITING

Under a bond purchase agreement (the “Purchase Agreement”) entered into between the Issuer and J.P.Morgan Securities LLC and Citigroup Global Markets Inc., on behalf of the underwriting group (collectively, the“Underwriters”), the Bonds are being purchased at a purchase price of _________, which amount is equal to [par],less original issue discount of $[_____________], and less Underwriters’ discount of $[__________].

The Purchase Agreement provides that the Underwriters will purchase all of the Bonds, if any arepurchased. The obligation of the Underwriters to accept delivery of the Bonds is subject to various conditionscontained in the Purchase Agreement.

The Underwriters intend to offer the Bonds to the public initially at the respective offering prices set forthon the front cover page of this Offering Circular, which may subsequently change without any requirement of priornotice. The Underwriters may offer and sell Bonds to certain dealers (including dealers depositing the Bonds intoinvestment trusts) at prices other than the public offering prices set forth on the front cover page of this OfferingCircular, and such offering prices may be changed, from time to time, by the Underwriters.

Citigroup Inc. and Morgan Stanley, the respective parent companies of Citigroup Global Markets Inc. andMorgan Stanley & Co. LLC, each an underwriter of the Bonds, have entered into a retail brokerage joint venture. Aspart of the joint venture each of Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC will distributemunicipal securities to retail investors through the financial advisor network of a new broker-dealer, Morgan StanleySmith Barney LLC. This distribution arrangement became effective on June 1, 2009. As part of this arrangement,each of Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC will compensate Morgan Stanley SmithBarney LLC. for its selling efforts in connection with their respective allocations of Bonds.

J.P. Morgan Securities LLC ("JPMS"), one of the Underwriters of the Bonds, has entered into negotiateddealer agreements (each, a "Dealer Agreement") with each of UBS Financial Services Inc. (“UBSFS”) and Charles

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Schwab & Co., Inc. ("CS&Co.") for the retail distribution of certain securities offerings, including the Bonds, at theoriginal issue prices. Pursuant to each Dealer Agreement (if applicable to this transaction), each of UBSFS andCS&Co. will purchase Bonds from JPMS at the original issue price less a negotiated portion of the sellingconcession applicable to any Bonds that such firm sells.

The Underwriters and their respective affiliates are full service financial institutions engaged in variousactivities, which may include securities trading, commercial and investment banking, financial advisory, investmentmanagement, principal investment, hedging, financing and brokerage activities. Certain of the Underwriters andtheir respective affiliates may, from time to time, perform various investment banking services for the Issuer forwhich they will receive customary fees and expenses.

In the ordinary course of their various business activities, the Underwriters and their respective affiliatesmay make or hold a broad array of investments and actively trade debt and equity securities (or related derivativesecurities) and financial instruments (which may include bank loans and/or credit default swaps) for their ownaccount and for the accounts of their customers and may at any time hold long and short positions in such securitiesand instruments. Such investment and securities activities may involve securities and instruments of the Issuer.

CONTINUING DISCLOSURE

The Issuer has undertaken all responsibilities for any continuing disclosure to holders of the Bonds asdescribed below. The Issuer has covenanted for the benefit of holders and beneficial owners of the Bonds to providecertain financial information on a quarterly basis commencing June 30, 2013, and operating data relating to theIssuer by not later than one hundred twenty (120) days after the end of each Fiscal Year (which Fiscal Yearcurrently ends on June 30), commencing with the report for the Fiscal Year ending June 30, 2013 (the “AnnualReport”), and to provide notices of the occurrence of certain enumerated events. See “APPENDIX F – ContinuingDisclosure Agreement.”

MISCELLANEOUS

All quotations from, and summaries and explanations of the State laws, the Indenture, the TransferAgreement, the Services Agreement and other agreements contained herein do not purport to be complete andreference is made to said laws, regulations, Indenture, the Transfer Agreement, the Services Agreement and otheragreements for full and complete statements of their provisions. The Appendices attached hereto are a part of thisOffering Circular. Copies, in reasonable quantity, of the applicable State laws, the Indenture, the TransferAgreement, the Services Agreement and other agreements may be inspected upon request directed to the Issuer, 41S. High Street, 15th Floor, Columbus, Ohio 43215, Attn: President.

The Issuer has filed with the Ohio Division of Securities a Registration Statement on Form U-1 withrespect to the Bonds. This Offering Circular does not contain all of the information included in the RegistrationStatement. The Registration Statement, including all exhibits thereto, may be inspected at the principal offices ofthe Ohio Division of Securities at 77 South High Street, Columbus, Ohio 43266-0548. Prospective subscribers areinvited to communicate directly with the management of JobsOhio and/or the Issuer at the address listed above withany questions concerning the Issuer or this offering.

Any statements in this Offering Circular involving matters of opinion, whether or not expressly so stated,are intended as such and not as representations of fact. This Offering Circular is not to be construed as a contract oragreement between the Issuer and purchasers or Holders of any of the Bonds.

The Trustee has not participated in the preparation of and they assume no responsibility for this OfferingCircular, and it has not reviewed or undertaken to verify any information contained herein.

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The execution and delivery of this Offering Circular have been duly authorized by the Issuer.

JOBSOHIO BEVERAGE SYSTEM

President

APPENDIX A

Unaudited Financial Statements of State Existing Liquor Enterprise

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B-1

APPENDIX B

Key Defined Terms

“Additional Obligations” means any indebtedness of the Issuer (including any bonds, loan agreements,notes, contracts, installment sale, reimbursement, revolving credit and standby bond purchase agreements) otherthan the Bonds, any Ancillary Obligations, Debt Obligations, or Hedging Obligations, or any combination thereof,that are secured by Liquor Enterprise Profits.

“After-Acquired Assets” means any rights or assets acquired by JobsOhio during the Term of theAgreement used solely or primarily in connection with the operation of the Liquor Enterprise.

“Agencies” means those agency stores which sell all liquor intended for use or consumption by thepurchaser within the state of Ohio.

“Ancillary Obligation” means a Parity Obligation issued to evidence or secure a conditional or contingentfinancial obligation (other than indebtedness or obligations under Derivative Agreements) of the Issuer, which mayinclude fees and charges payable with respect to such obligation, which Parity Obligation is designated as anAncillary Obligation in a Supplemental Master Indenture, including without limitation, a reimbursement agreement,standby bond purchase agreement or agreement with a guarantor or insurer of indebtedness issued to the provider ofsuch an instrument.

“Annual Report” means a report containing certain financial information and operating data relating to theIssuer by not later than one hundred fifty (150) days after the end of each Fiscal Year (which Fiscal Year currentlyends on June 30), commencing with the report for the Fiscal Year ending June 30, 2012.

“Authorized Denomination” means denominations of $5,000 and any integral multiple thereof, in which theBonds shall be issued.

“Base Franchise Profits” means, for each Fiscal Year ending after July 1, 2012, 103% of the BaseFranchise Profits for the immediately preceding Fiscal Year

“Bonds” means the Issuer’s $1,526,740,000 Statewide Senior Lien Liquor Profits Tax-Exempt RevenueBonds, Series 2013A and Statewide Senior Lien Liquor Profits Taxable Revenue Bonds, Series 2013B.

“Business Day” means a day other than (a) a Saturday, Sunday or legal holiday on which bankinginstitutions in the State or the State of New York (or such other state where the designated corporate trust office ofthe Trustee is located) are authorized or required by law to close or (b) a day on which the New York StockExchange is closed.

“Business Plan” means an initial business plan for the continued growth and improvement of the LiquorEnterprise, developed as soon as practicable following the closing of the transactions under the Transfer Agreementfollowing a meeting of the Issuer and the Division and all future such business plans thereafter .

“Code” means Internal Revenue Code of 1986, as amended from time to time. Each reference to a sectionof the Code herein shall include the United States Treasury Regulations, including temporary and proposedregulations, relating to such sections which are applicable to the Obligations, the Related Debt or the proceedsthereof.

“Consultant” means an independent outside consultant with nationally recognized expertise in liquor salesand operations which is satisfactory to the Division, to be engaged by the Issuer if the Debt Service Coverage Ratio

Preliminary, subject to change

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calculated by the Issuer is less than the Minimum Debt Service Coverage Ratio, then no later than 60 days after thedate the Issuer delivered its calculation of the Debt Service Coverage Ratio.

“Debt Obligation” means a Parity Obligation issued to evidence or secure payment of, or paymentsrequired to be made with respect to (including the purchase price of), indebtedness of the Issuer, which ParityObligation is designated as a Debt Obligation in a Supplemental Master Indenture.

“Debt Service Coverage Ratio” means the amount of Liquor Enterprise Profits in any Fiscal Year, dividedby the Required Payments for that Fiscal Year.

“Deferred Payment” means the required payment by the Issuer, if Liquor Enterprise Profits in any FiscalYear exceed Base Franchise Profits set for that Fiscal Year, in an amount equal to 75% of the amount by whichLiquor Enterprise Profits exceeded Base Franchise Profits.

“Deferred Payment Reserve Fund” means a fund maintained in the custody of the Trustee as a trust fund,money from which will be used to pay Deferred Payments under the Transfer Agreement to the extent necessary.

“Derivative Agreement” means any type of contract or arrangement that the Issuer enters into to be used, orintended to be used, to manage or reduce the cost of Indebtedness or to convert any element of Indebtedness fromone form to another, whether or not an “effective hedge” under GAAP, including, without limitation, (i) any contractknown as or referred to or which performs the function of an interest rate swap agreement, currency swapagreement, forward payment conversion agreement or futures contract; (ii) any contract providing for paymentsbased on levels of, or changes or differences in, interest rates, currency exchange rates, or stock or other indices; (iii)any contract to exchange cash flows or payments or series of payments; or (iv) any type of contract called, ordesigned to perform the function of, rate maintenance agreements, interest rate floors or caps, options, puts or callsor to hedge or minimize any type of financial risk, including, without limitation, payment, currency, rate or otherfinancial risk.

“Derivative Agreement Payments” means regularly scheduled payments required to be made to aDerivative Agreement Counterparty by the Issuer pursuant to a Derivative Agreement.

“Derivative Agreement Termination Payments” means any payments, that are not regularly scheduled,required to be made to a Derivative Agreement Counterparty by the Issuer pursuant to, and in connection with thetermination, modification or novation of, a Derivative Agreement.

“Division” means Division of Liquor Control of the State of Ohio.

“DTC” means The Depository Trust Company, New York, New York.

“Eligible Investments” means Government Obligations, including obligations the principal and interest ofwhich are guaranteed by the full faith and credit of the United States, and, to the extent from time to time permittedby law, (A) direct obligations of (i) Federal National Mortgage Association, (ii) Federal Home Loan Banks, (iii)Federal Financing Bank, (iv) Federal Home Loan Mortgage Corporation, (v) Governmental National MortgageAssociation, (vi) Federal Housing Administration, (vii) Farmers Home Administration, and (viii) any other agencyor instrumentality of the United States of America, (B) certificates of deposit or time deposits of, or other interestbearing accounts maintained by, any bank, any branch of any bank, trust company or national banking association(including the Trustee and its affiliates) or any federally chartered savings and loan association; provided, however,that such certificates of deposit or time deposits or other interest bearing accounts shall be fully secured, to theextent not insured by the Federal Deposit Insurance Corporation, by Government Obligations or by obligationsdescribed in clauses (i) to (viii), inclusive, of (A) above or (D) below, (C) evidences of ownership of a proportionateinterest in specified direct obligations of, or specified obligations the timely payment of the principal of and theinterest on which are unconditionally and fully guaranteed by, the United States of America, which obligations areheld by a bank or trust company organized and existing under the laws of the United States of America or any statethereof in the capacity of custodian, but excluding proprietary zero coupon securities representing interest orprincipal payments on U.S. Treasury securities such as CATs, TIGRs, ZEBRAs, LYONs, etc., (D) obligations

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issued by any state of the United States, or any political subdivision of any such state, or any other municipal debtobligations, including, but not limited to, conduit and other revenue bonds which are rated in one of the two highestRating Categories by at least two nationally recognized Rating Agencies, (E) shares of money market mutual fundsor commingled trust funds invested in Government Obligations or other obligations constituting EligibleInvestments or rated in one of the two highest Rating Categories by at least two nationally recognized RatingAgencies, (F) any guaranteed investment contract with a counterparty rated in one of the two highest RatingCategories by at least two nationally recognized Rating Agencies, (G) commercial paper rated in the highest RatingCategory by at least two nationally recognized Rating Agencies, (H) debt obligations of domestic corporations ortrusts rated in one of the two highest Rating Categories by at least two nationally recognized Rating Agencies, (I)bankers acceptances of any bank which bank or its parent holding company has debt obligations rated in one of thetwo highest Rating Categories by at least two nationally recognized Rating Agencies, (J) certificates of deposit ortime deposits of any bank, trust company or savings and loan which deposits are fully insured by a federallysponsored deposit insurance program, (K) bankers acceptances of any bank, if the debt of such bank or its parentholding company conforms to the rating requirements of (H) above, (L) repurchase agreements, entered inconformance with prevailing industry standard guidelines, of Government Obligations or obligations listed in (A)above, delivered versus payment to the Trustee and continuously collateralized with such Eligible Investmentshaving a fair market value equal to at least 102% of the counterparty’s repurchase obligation, with counterpartieshaving debt rated in conformance with the rating requirements of (H) above, (M) investment agreements of anycorporation, which agreement or the corporation’s long term debt is rated by at least two nationally recognizedRating Agencies in one of the two highest Rating Categories, (N) repurchase agreements with a bank or trustcompany (including the Trustee and its affiliates) or a recognized securities dealer that is a primary dealer on theFederal Reserve dealer list with capital, surplus and undivided profits in excess of Ten Million Dollars($10,000,000) for Government Obligations or obligations described in clauses (i) to (viii), inclusive, of (A) above inwhich the Trustee or its agent is given a first security interest and no third party has a lien thereon and having a fairmarket value at all times equal to at least 102% of the amount of the repurchase obligation of the bank, trustcompany or recognized securities dealer; provided, however, that (1) such obligations purchased must be transferredto the Trustee or a third party agent by physical delivery or by an entry made on the records of the issuer of suchobligations, (2) the Trustee must receive confirmation from the third party that those securities are being held in asafe-keeping account in the name of the Trustee and (3) those obligations shall be valued at least as frequently asweekly (the trust or safe-keeping departments of broker-dealers or financial institutions selling investments orpledging collateral or underlying securities, or their custodial agents, are not considered independent third parties forpurposes of this clause (N)), and (O) shares of a money market fund or commingled trust which fund or trust’sinvestments are restricted to Eligible Investments described in clauses (A) through (N) above. Any investment inobligations described above may be made in the form of an entry made on the records of the issuer of the particularobligation.

“Encumbrance” means any mortgage, lien, judgment, execution, pledge, charge, security interest,restriction, easement, claim, trust, deemed trust or encumbrance of any nature whatsoever, whether arising byoperation of legal requirements or otherwise created.

“First Supplemental Trust Indenture” means the First Supplemental Trust Indenture dated as of the date ofissuance of the Bonds, between the Issuer and The Huntington National Bank, as trustee.

“Fiscal Year” means any twelve-month period beginning on July 1 of any calendar year and ending on June30 of the following calendar year or such other consecutive twelve-month period designated from time to time in anOfficer’s Certificate delivered to the Trustee as the fiscal year for the Issuer; provided that, for the purpose ofmaking any historical calculation or determination, where the financial information of the Issuer does not coincidewith the fiscal year of the State and the historical period includes a period of time prior to the execution and deliveryof the Transfer Agreement, the financial information of the Issuer for its fiscal year ended within the State’s fiscalyear shall be utilized. References herein to a fiscal year of a specific entity shall be to that entity’s actual fiscal year.

“Force Majeure” means, without limitation: (i) acts of God; strikes, lockouts or other industrialdisturbances; acts of public enemies; orders or restraints of any kind of the government of the United States or of theState of any of their departments, agencies, political subdivisions or officials or any civil or military authority;insurrections; civil disturbances; riots; epidemics; landslides; lightning; earthquakes; fires; hurricanes; tornados;storms; droughts; floods; arrests, restraint of government and people; explosions; breakage, malfunction or accident

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to facilities, machinery, transmission pipes or canals; partial or entire failure of utilities; shortages of labor,materials, supplies or transportation; or (ii) any cause, circumstance or event not reasonably within the control of theIssuer.

“General Purpose Fund” means a fund maintained in the custody of the Issuer, which may use or transfermoneys held in the General Purpose Fund for any lawful purpose of the Issuer.

“Government Obligations” means direct obligations of, or obligations the timely payment of principal ofand interest on which are fully and unconditionally guaranteed by, the United States of America.

“Governor” means Ohio Governor John Kasich and all successors thereto.

“Hedging Obligation” means a Derivative Agreement, or a separate Parity Obligation issued to evidence orsecure a Derivative Agreement, including Derivative Agreement Payments or Derivative Agreement TerminationPayments, or any combination thereof, which Parity Obligation is designated as a Hedging Obligation in aSupplemental Master Indenture.

“House Bill 1” means Amended Substitute House Bill No. 1, adopted by the 129th Ohio GeneralAssembly.

“House Bill 153” means Amended Substitute House Bill No. 153, adopted by the 129th Ohio GeneralAssembly.

“Indenture” means the Master Trust Indenture and a First Supplemental Trust Indenture and SecondSupplemental Trust Indenture thereto, each dated as of the date of issuance of the Bonds, between the Issuer and TheHuntington National Bank, as trustee.

“Interest Payment Date” means the first Business Day of each January and July, commencing July 1, 2013.

“Interim Assets” means the assets of the Liquor Enterprise owned or used solely in connection with anyAgency located in a county where a county tax on spirituous liquor sales authorized by Ohio law has been levied.

“IRS” means the United States Internal Revenue Service.

“Issuer” means JobsOhio Beverage System, any successor of JobsOhio Beverage System, and any and allother party who may join and become obligated parties under the Indenture from time to time in conformity with therequirements of the Transfer Agreement and the Indenture. Where this Offering Circular describes the delivery ofinformation, reports or other documentation to or from the “Issuer,” the giving of notice to or by the “Issuer,” or thetaking of an action or the making of a decision or the giving of an opinion by the “Issuer,” such references to the“Issuer” shall mean JobsOhio Beverage System, the successor of JobsOhio Beverage System, or, with respect to theIndenture, such other person or entity that may be designated in a written notice to the Trustee signed by anauthorized officer of JobsOhio Beverage System or its successor.

“JobsOhio” means JobsOhio, an Ohio nonprofit corporation.

“JobsOhio Act” means House Bill 1 and House Bill 153, collectively.

“Liquor Enterprise Recommendations” means actions recommended by the Consultant, if engaged by theIssuer, that may be taken by the Issuer and the State Parties with respect to prices charged and costs incurred by theLiquor Enterprise that would result in an amount of Liquor Enterprise Profits for the then-current Fiscal Yearsufficient to attain the Minimum Debt Service Coverage Ratio for such Fiscal Year.

“Liquor Enterprise Revenues” means (i) the sales of the Issuer representing the gross sales (afterapplication of any wholesale liquor discount) of spirituous liquor and (ii) applicable taxes and governmental chargesof any type collected by the Liquor Enterprise from the sale of spirituous liquor, calculated on an accrual basis.

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“Liquor Enterprise Profits” means Liquor Enterprise Revenues remaining after all Ordinary Course Costsand Expenses.

“Master Trust Indenture” means the Master Trust Indenture dated as of the date of Issuance of the Bonds,between the Issuer and The Huntington National Bank, as trustee.

“Minimum Debt Service Coverage Ratio” means that the amount of Liquor Enterprise Profits in any FiscalYear shall be at least 1.35 times the Required Payments which are to be paid from Liquor Enterprise Profits in thatFiscal Year on Outstanding Obligations.

“Moody’s” means Moody’s Investors Service, Inc., a corporation organized and existing under the laws ofthe State of Delaware, its successors and their assigns, and if such corporation is dissolved or liquidated or no longerperforms the functions of a securities rating agency, “Moody’s” shall be deemed to refer to any other nationallyrecognized securities rating agency designated by the Issuer by notice to the Trustee, the trustee under a RelatedDebt Indenture, if any, the holder and the issuer of any Related Debt.

“non-U.S. Holder” means a holder of Bonds that is not a U.S. Holder and is not a partnership or entitytreated as a partnership for U.S. federal income tax purposes.

“Obligations” means the Bonds, as well as any Additional Obligations (whether such AdditionalObligations are in parity with the Bonds or subordinate to the Bonds).

“OBM” means the Office of Budget and Management of the State of Ohio.

“OID” means an original issue discount.

“Operations Fund” means a fund maintained in the custody of JobsOhio Beverage System, money fromwhich shall be used solely for the payment of Operating Expenses.

“Ordinary Course Costs and Expenses” means any obligations incurred by the Issuer, in its sole andabsolute discretion, for costs of goods sold (calculated on a first-in first-out basis, including an appropriateallocation of freight costs by the case), as well as administrative and other operating costs and expenses of runningthe Liquor Enterprise in the Ordinary Course of Business and all taxes or governmental charges of any type imposedon the Liquor Enterprise. Any amounts due pursuant to the Services Agreement and any depreciation (incurred inconnection with the activities and operations of the Liquor Enterprise) shall be included in Ordinary Course Costsand Expenses. Notwithstanding anything to the contrary, any costs or expenses (a) incurred in connection with orincidental to the non-Liquor Enterprises activities and operations, if any, of the Issuer, (b) related to and includingRequired Payments, or (c) related to and including any amortization, impairment or depreciation (or alternativemethod of expensing) of the Franchise, Transferred Assets, goodwill or any combination thereof, are excluded.

“Ordinary Course of Business” means the ordinary course of business consistent with past custom andpractice (including with respect to quantity and frequency) or, in the case of operating the franchise of the LiquorEnterprise, in a manner consistent with the expense budget or business plan (as prepared pursuant to the ServicesAgreement) for such activity.

“Outstanding” means in the case of any Obligations (including any Subordinated Indebtedness) or anyRelated Debt, all Obligations (including all Subordinated Indebtedness) or all Related Debt, as the case may be,except:

(i) Obligations or Related Debt canceled after purchase in the open market or after payment at orprepayment or redemption prior to maturity;

(ii) Obligations or Related Debt for the payment or redemption of which cash or Escrow Securities,or a combination thereof, have been deposited with the Trustee, the lender or a trustee orfiduciary for such lender, or the Related Debt Trustee, as applicable (whether upon or prior to thematurity or redemption date thereof); provided that if such Obligations or Related Debt is to be

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prepaid or redeemed prior to its maturity, notice of prepayment or redemption has been given orirrevocable arrangements satisfactory to the Trustee, the lender or a trustee or fiduciary for suchlender, or the Related Debt Trustee, as applicable, has been made therefor, or waiver of suchnotice satisfactory in form to the Person entitled to such notice has been filed with that Person;

(iii) Obligations or Related Debt in lieu of which other instruments or securities have beenauthenticated and delivered; and

(iv) For the purpose of all consents, approvals, waivers and notices required to be obtained or givenunder the Indenture, any relevant loan document relating to Obligations, or any Related DebtIndenture, as applicable, by the holders of a specified percentage of the principal amount of allObligations or Obligations of any series or Obligations or Related Debt held or owned by theIssuer shall be disregarded.

Notwithstanding the foregoing, any Obligation securing Related Debt shall be deemed Outstanding only ifsuch Related Debt is Outstanding.

“Parity Obligations” means the Bonds and all Additional Obligations that are in parity with the Bonds.

“Permitted Franchisee Encumbrance” means an Encumbrance that is identified by the Issuer in writing tothe State Parties after the date on which the transactions contemplated under the Transfer Agreement have closed.

“Purchase Agreement” means a bond purchase agreement entered into between the Issuer and J.P. MorganSecurities LLC, Citigroup Global Markets Inc., on behalf of the underwriting group.

“Rebate Fund,” if any, means a trust fund maintained in the custody of a Related Debt trustee as providedin a Related Debt indenture as a trust fund separate and distinct from all other funds of the Issuer and is used solelyfor the payment of rebate amounts to the United States.

“Regulatory Functions” include, among other functions: issuing new licenses and permits for allmanufacturer, wholesale distributor, and retail liquor licenses for the State; processing and issuing liquor licensespursuant to the quota and other provisions of Ohio law; conducting inspections and investigations of permitpremises; administrating new location, transfer of location, and transfer of ownership applications; reviewingqualifications of licensees, including background checks; reviewing the qualifications of agencies and prospectiveagencies (including the physical structure, financial stability of ownership, and wet/dry status); administrating liquorlicense renewals; issuing permits of various classes; enforcing hours of operation and Sunday sales; reviewing localoptions pursuant to Ohio law; sending notifications of permit applications to the local legislative authority andpolice; reviewing locations for violations; overseeing and administrating various facets of beer and winemanufacturing, sale, transportation and distribution within the state, including out of state suppliers, productregistrations, and territory designations; issuing Tax Non-Renewal Orders; processing expansions or diminutions ofpermit premises; approving transfers of products between permit premises; approving tastings of beer, wine, andmixed beverages; and conducting hearings pursuant to objections by legislative authorities or institutions.

“Related Debt” means (a) any revenue or general obligation bonds issued by the Issuer in consideration,whether in whole or in part, of the execution, authentication and delivery of an Obligation or Obligations to theholder of such Related Debt or the Related Debt Trustee and (b) any revenue notes, bonds or similar obligationsissued by a state, commonwealth or territory of the United States or a municipal corporation, county or otherpolitical subdivision formed under the laws thereof or any constituted authority, agency or instrumentality of any ofthe foregoing empowered to issue obligations on its behalf, the proceeds of which are loaned or otherwise madeavailable to the Issuer in consideration, whether in whole or in part, of the execution, authentication and delivery ofan Obligation or Obligations to or upon the order of such governmental issuer.

“Related Debt Indenture” means any indenture, bond resolution or similar instrument pursuant to whichany series of Related Debt is issued.

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“Related Event of Default” means the occurrence of an event of default by the Issuer under any instrumentto which the Issuer is a party and as to which a Parity Obligation has been issued to evidence or secure itsobligations thereunder, including without limitation, an event of default under a Related Loan Document, a RelatedDebt Indenture a mortgage, a financing lease, a reimbursement agreement, a standby bond purchase agreement or anagreement with a guarantor or insurer of the Obligations.

“Related Loan Document” means the document or documents (including without limitation any loanagreement, lease, sublease or installment sales contract) pursuant to which proceeds of Related Debt are loaned,advanced or otherwise made available to or for the benefit of the Issuer (or any Property financed or refinanced withsuch proceeds is leased, sublet or sold to the Issuer).

“Required Debt Service Ratio” means a Debt Service Coverage Ratio of at least 1.50, calculated based on aprojected annual growth rate of Liquor Enterprise Profits that is not more than 50% of the compound average annualgrowth rate of Liquor Enterprise Profits for the most recent ten-year period, whether the franchise of the LiquorEnterprise was held by Issuer for that entire ten-year period or not, and provided, that, only with respect to any yearsof the ten-year period that occurred prior to the closing of the transactions contemplated by the Transfer Agreement,the foregoing calculations shall be made utilizing the figures set forth on Schedule V of the Franchise and TransferAgreement.

“Required Payment” means any amount required to be paid under or upon the Obligations, whether atmaturity, by acceleration, upon proceeding for redemption or otherwise, including without limitation, principal,interest, premium, Derivative Agreement Payments and Derivative Agreement Termination Payments related toDerivative Indebtedness which is an Obligation, amounts due under a reimbursement agreement, standby bondpurchase agreement, or similar ancillary agreement, and the purchase price of Related Debt tendered or deemedtendered for purchase pursuant to the terms of a Related Debt Indenture.

“Required Reserves” means any reserve amount required under a Related Debt Indenture, Related LoanDocuments or a Supplemental Master Indenture.

“Required Reserve Deficiency” means the difference between the total of the Required Reserves and theamount on deposit in the Debt Service Reserve Fund as of the last day of the immediately preceding Fiscal Year.

“Reversion Date” means a date upon the termination or expiration of the Transfer Agreement, and one dayafter the satisfaction and performance of the pre-remedy arrangements described herein.

“Second Supplemental Trust Indenture” means the Second Supplemental Trust Indenture dated as of thedate of issuance of the Bonds between the Issuer and The Huntington National Bank, as trustee.

“Series 2013A Bonds” means the Issuer’s $423,055,000 Statewide Senior Lien Liquor Profits Tax-ExemptRevenue Bonds, Series 2013A.

“Series 2013B Bonds” means the Issuer’s $1,103,685,000* Statewide Senior Lien Liquor Profits TaxableRevenue Bonds, Series 2013B.

“S&P” means Standard & Poor’s Ratings Services, a Division of the McGraw-Hill Companies, Inc.

“Service Fees” means (a) all ordinary and recurring costs and expenses of the Division in providing thecovered services (as such costs and expenses will be reported to the Issuer by the Division and, including, but notlimited to, allocations of overhead, time, and other expenses for the Liquor Enterprise from the Division), (b) allextraordinary, non-recurring costs and expenses (each extraordinary expense not to exceed 2% the Fiscal Year’sestimated expenses and all extraordinary expenses in a Fiscal Year not to exceed 4% of that Fiscal Year’s estimated

Preliminary, subject to change.

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expenses, unless otherwise consented to by the Issuer) and (c) all capital expenditures mutually agreed upon by theDivision and the Issuer.

“Services Agreement” means that certain Operations Services Agreement dated January 20, 2012 betweenand among the Issuer, JobsOhio, OBM and the Division.

“State” means the State of Ohio.

“State Parties” means the Division and the OBM, collectively.

“State Profits Remedy” means the State Parties’ right to, subject to the arrangements described in“SUMMARY OF THE TRANSFER AGREEMENT — Pre-Remedy Arrangements”, elect to receive any LiquorEnterprise Profits remaining after all Ordinary Course Costs and Expenses in that Fiscal Year, Required Payments inthat Fiscal Year and related payments necessary to replenish reserve funds in that Fiscal Year have been paid fromthe Liquor Enterprise Profits.

“State Stores” means State-operated liquor stores.

“Statutory Merchandising Functions” include, among other functions: selecting spirituous liquor products,including size; determining which Agency locations will sell particular products; controlling the purchase ofspirituous liquor for distribution to Agencies; reviewing and approving trucking contracts for spirituous liquordistribution purposes; reviewing and approving warehouse contracts; determining Agency shelf sets; auditingagencies for compliance with Ohio law; fixing the wholesale and retail prices at which the various classes, varieties,and brands of spirituous liquor are sold (pursuant to statutory provisions, including gross profit caps); selecting newAgency sites in a manner consistent with Ohio law, including compliance with quota and county limits; fixing theamount of commissions paid to liquor contract agencies; monitoring of and adherence to the statutory number ofliquor agencies in a county; processing of legislative notice for new Agency location proposals, assignments of anAgency contract, Agency relocation proposals, or the relocation and assignment of an Agency; notifying appropriateauthorities if a proposed Agency, assignment of an Agency contract, or relocation of an existing Agency store wouldcause such Agency to be located within 500 feet of the school, church, library, public playground, or township park;processing the relocation of an Agency or reassignment and relocation of an existing Agency store; issuing non-quota licenses for agencies; establishing bonding requirements for each Agency; administering Agency contracts forthe sale of spirituous liquor; determining the location of all state liquor stores; processing of and setting standardsfor expansions or diminutions of permit premises; selecting new state liquor agencies; approving tastings ofspirituous liquor; conducting hearings pursuant to objections by legislative authorities or institutions; assigning retailaccounts for the wholesale portion of spirituous liquor Agency contract; registering new spirituous liquor productslisted; registering spirituous liquor suppliers; and registering spirituous liquor solicitors.

“Subordinated Indebtedness Debt Service Fund” means a fund maintained in the custody of the trusteeunder any subordinated indebtedness trust indenture, money from which be used solely for the payment by thetrustee under any subordinated indebtedness trust indenture of service charges on such subordinated indebtedness.

“Subordinated Indebtedness Debt Service Reserve Fund” means a fund maintained in the custody of thetrustee under any subordinated indebtedness trust indenture, money from which may be used solely for the paymentby the trustee under any subordinated indebtedness trust indenture of service charges on such subordinatedindebtedness.

“Supplemental Master Indenture” means an indenture amending or supplementing the Indenture enteredinto pursuant to Article VIII of the Master Trust Indenture.

“Subordinated Indebtedness” means all indebtedness issued pursuant to Section 212 of the Indenture, thepayment of which is specifically subordinated to payments due and payable from time to time on the ParityObligations, or the principal of and interest on which would not be paid (whether by the terms of such indebtednessor by agreement of the obligee) when the Parity Obligations are in default or while bankruptcy, insolvency,receivership or other similar proceedings are pending.

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“Tax Expiration Date” means the expiration date of any such tax that was in existence on the date of thecommencement of the transactions contemplated by the Transfer Agreement.

“Tax Fund” means a trust fund maintained in the custody of the Trustee, money from which will be used topay taxes on Liquor Enterprise sales due to the State Department of Taxation and amounts due to the GeneralRevenue Fund of the State pursuant to Ohio law.

“Transfer Agreement” means that certain Franchise and Transfer Agreement entered into among the Issuer,JobsOhio, the Department of Commerce, the Division and the OBM.

“Transferred Assets” means certain assets to be used in connection with the franchise, including, amongother assets, the State’s spirituous liquor inventory, leases for warehouse space and certain vendor contractsnecessary for the operation of the Liquor Enterprise.

“Treasury Rate” ” means, with respect to any redemption date for a particular Series 2013B Bond, the yieldto maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiledand published in the most recently published statistical release designated H.15(519) Selected Interest Rates (the“Statistical Release”) that has become publicly available at least two Business Days, but not more than forty-five(45) calendar days, prior to the redemption date (excluding inflation-indexed securities) (or, if such StatisticalRelease is no longer published, any publicly available source of similar market data) most nearly equal to the periodfrom the redemption date to the maturity date of the Series 2013B Bond to be redeemed; provided, however, that ifthe period from the redemption date to such maturity date is less than one year, the weekly average yield on actuallytraded United States Treasury securities, adjusted to a constant maturity of one year will be used.

“Trust Estate” shall carry the meaning set forth in “INTRODUCTION – Security” herein.

“Trustee” means The Huntington National Bank, Attn: Corporate Trust, 7 Easton Oval - EA4E63,Columbus, Ohio 43219.

“Underwriters” means the underwriters listed on the cover of this Offering Circular.

“U.S. Holder” means a holder of Bonds that is, for U.S. federal income tax purposes: (i)an individual whois a citizen or resident of the United States; (ii)a corporation, or other entity taxable as a corporation for U.S. federalincome tax purposes, created or organized in or under the laws of the United States, any state thereof or the Districtof Columbia; (iii) an estate the income of which is subject to U.S. federal income tax regardless of its source; or (iv)a trust (a) if a U.S. court is able to exercise primary supervision over administration of the trust and one or moreU.S. persons have authority to control all substantial decisions of the trust, or (b) that has a valid election in placeunder applicable Treasury Regulations to be treated as a domestic trust.

“Violation” means an act or omission by a director or officer of the Issuer or JobsOhio, in the course andscope of his or her duties and responsibilities at the Issuer or JobsOhio, constituting either a crime punishable as afelony or a material violation of applicable law.

“Work Plan” means a plan to take such other actions as the Issuer and the Division agree upon to increasethe Debt Service Coverage Ratio for the then-current Fiscal Year, and have the Consultant certify in writing that thealternative plan is, in its opinion, likely to result in the achievement of the Minimum Debt Service Coverage Ratiofor the then-current Fiscal Year.

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APPENDIX C

Summary of Certain Provisions of the Indenture

The Bonds will be issued pursuant to and secured by the Indenture. The Indenture contains provisions as toObligation authentication, registration, transfer, exchange and replacement, redemption, remedies upon default,duties of the Trustee (and its successors), supplemental master indentures, and defeasance, among others. Certainprovisions of the Indenture as to establishment of special funds and accounts, investments, events of default,remedies, enforcement by mandamus, defeasance, redemption, non-presentment of Obligations, and supplementalmaster indentures, including the Series 2013 Supplemental Master Indenture, are summarized below.

Investments

Money in the Debt Service Fund and the Debt Service Reserve Fund will be invested and reinvested by theTrustee in Eligible Investments at the oral (confirmed in writing) or written direction of the Issuer. Investments ofmoney in the Debt Service Fund will mature or be redeemable at the option of the Trustee at the times and in theamounts necessary to pay Required Payments when due at stated maturity or pursuant to any mandatory sinkingfund requirements. Investments of money in the Debt Service Reserve Fund will mature or be redeemable at theoption of the Trustee within five years of the investment. Subject to any directions from the Issuer with respectthereto, from time to time the Trustee may sell those investments and reinvest the proceeds from those investmentsin Eligible Investments maturing or redeemable as required under the Indenture. The Trustee will sell or redeeminvestments credited to the Debt Service Fund and to the Debt Service Reserve Fund in the amounts and at the timesrequired for the purpose of paying Required Payments when due, and will do so without necessity for any order onbehalf of the Issuer and without restriction by reason of any order. Money in the Revenue Fund, the Tax Fund, theDeferred Payment Reserve Fund and the Rebate Fund will be invested and reinvested by the Trustee in EligibleInvestments, at the oral (confirmed in writing) or written direction of the Issuer, that mature or be redeemable at theoption of the Issuer at the times and in the amounts necessary to permit the payments described under the heading“SOURCES AND SECURITY FOR THE PAYMENT OF THE BONDS — Flow of Funds” of the OfferingCircular to be made from that Fund. Money in the Subordinated Indebtedness Debt Service Fund and theSubordinated Indebtedness Debt Service Reserve Fund will be invested, as appropriate, by the Issuer, or the trusteeunder a Subordinated Indebtedness Trust Indenture at the oral (confirmed in writing) or written direction of theIssuer, in Eligible Investments. An investment made from money credited to any Fund shall constitute part of thatFund and each Fund shall be credited with all proceeds of sale and income from the investment of money creditedthereto. Any investments constituting Eligible Investments may be purchased from or sold to the Trustee or anybank, trust company or savings and loan association affiliated with it.

Events of Default

Each of the following is an “Event of Default”:

(a) any failure of the Issuer to make any Required Payment due on any Parity Obligationwhen due and payable, whether at maturity, upon any date fixed for prepayment or byacceleration or otherwise; or

(b) any failure of the Issuer to comply with, observe or perform any other covenant,condition, agreement or provision of the Indenture and to remedy such failure withinsixty (60) days after written notice thereof to the Issuer from the Trustee or from theholders of at least twenty-five percent (25%) in aggregate principal amount of theOutstanding Debt Obligations; provided, that if such default cannot with due diligenceand dispatch be wholly cured within sixty (60) days but can be wholly cured, the failureof the Issuer to remedy such default within such sixty (60)-day period shall not constitutean Event of Default if, promptly after receipt of such notice, the Issuer commences andproceeds to complete the cure of such failure with due diligence and dispatch; or

(c) any representation or warranty made by the Issuer in the Indenture or in any supplementalmaster indenture or in any statement or certificate furnished to the Trustee or the originalpurchaser of any Parity Obligation, or furnished by the Issuer hereto or any supplementalmaster indenture, (1) proves untrue in any material respect as of the date it is made and

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(2) is not corrected or brought into compliance within sixty (60) days after written noticethereof to the Issuer from the Trustee or from the holders of at least twenty-five percent(25%) in aggregate principal amount of the Outstanding Parity Obligations; or

(d) the occurrence of a Related Event of Default; or

(e) the Issuer admits insolvency or bankruptcy or its inability to pay its debts as they mature,or is generally not paying its debts as such debts become due, or makes an assignment forthe benefit of creditors or applies for or consents to the appointment of a trustee,custodian or receiver for the Issuer, or for the major part of its property; or

(f) bankruptcy, dissolution, reorganization, arrangement, insolvency or liquidationproceedings, proceedings under Title 11 of the United States Code, as amended, or otherproceedings for relief under any bankruptcy law or similar law for the relief of debtorsare instituted by or against the Issuer (other than bankruptcy proceedings instituted by theIssuer against third parties), and if instituted against the Issuer are allowed against theIssuer or are consented to or are not dismissed, stayed or otherwise nullified within ninety(90) days after such institution.

Notwithstanding the above, in the event of an occurrence described in clauses (e) or (f) above, if the Issuer(or any party who is included as an Issuer) withdraws from the Indenture in accordance with its provisions withinninety (90) days after the date of such occurrence, such occurrence will not constitute an Event of Default. Providedfurther that, that no event described in subparagraph (b) or (c) above constitutes an Event of Default undersubparagraph (b) or (c), if that event is a result of Force Majeure, except in the case of a failure to carry insurance orto pay other amounts payable under the Indenture. The Issuer will give notice promptly to the Trustee of any eventof Force Majeure and the Issuer will use its best efforts to remedy that event with all reasonable dispatch; providedthat the Issuer will not be required to settle strikes, lockouts or other industrial disturbances by acceding to thedemands of any opposing person or entity, when in the Issuer’s judgment, that course would be unfavorable to it.

The Indenture does not require the furnishing of periodic evidence to the Trustee as to the absence ofdefaults or Events of Default under the Indenture or as to compliance with the terms of the Indenture, although theIssuer is required to file certain financial statements with the Trustee as described under the heading“CONTINUING DISCLOSURE” in the Offering Circular.

Remedies

Upon the occurrence of any Event of Default described above, the Trustee may, and upon the writtenrequest of the holders of not less than 25% in principal amount of the then-Outstanding Parity Obligations affectedby the Event of Default the Trustee shall, upon being properly indemnified, take appropriate actions, to enforce allthe rights of the bondholders, bring suit on the Parity Obligations, require any person holding moneys, documents orother property pledged to secure amounts due or to become due on Parity Obligations to account, enjoin anyunlawful activities or activities in violation of the bondholders’ rights and enforce any other rights of holders ofParity Obligations under law or the Indenture.

In addition to the appropriate actions described in the preceding paragraph, the Trustee may apply to acourt for the appointment of a receiver to receive and administer the rights and properties pledged under theIndenture, if any, and of the revenues, issues, payments and profits thereof, pending such proceedings, with suchpowers as the court making such appointment shall confer and to pay all Required Payments, and/or by notice inwriting delivered to the Issuer declare the principal of all Outstanding Parity Obligations and the interest accrued onthe Parity Obligations immediately due and payable. Provision is made for the rescission of that last declarationupon the payment of all amounts due, and for waivers in connection with Events of Default.

The holders of a majority in principal amount of all Outstanding Parity Obligations will have the right, bywritten instrument delivered to the Trustee, to direct the method and place of conducting all proceedings under theTrust Agreement, provided that the direction is in accordance with the provisions of law and of the Trust Agreementand the Trustee is indemnified to its satisfaction. The Trustee shall have the right to decline to follow any suchdirection which in the Trustee’s opinion would be unjustly prejudicial to holders of the Parity Obligations not partiesto that direction.

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The Indenture provides that before taking remedial action the Trustee may require that a satisfactoryindemnity bond be provided for the reimbursement of all expenses to which it may be put and to protect it against allliability, except liability which is adjudicated to have resulted from the Trustee’s negligence or willful default. TheTrustee may act without this indemnity, in which case its expenses are reimbursable.

The holders of the Parity Obligations are not entitled to enforce the provisions of the Indenture or toinstitute, appear in, or defend any suit, action or proceeding to enforce any rights, remedies or covenants granted orcontained in the Indenture or to take any action with respect to any Event of Default under the Indenture except asprovided in the Indenture.

Defeasance

The Indenture and the estate and rights granted thereunder shall cease and become null and void, and theTrustee will, upon written request of the Issuer, and upon receipt by the Trustee of an Officer’s Certificate and anopinion of Counsel acceptable to the Trustee (each stating that in the opinion of the signers all conditions precedentto the satisfaction and discharge of the Indenture have been complied with) execute instruments acknowledgingsatisfaction of and discharging the Indenture and the lien thereof if the Issuer:

(a) pays or provides for the payment of the entire indebtedness on all Parity Obligations Outstanding(including any Parity Obligations owned by the Issuer) in one or more of the following ways:

(i) by paying or causing to be paid any Required Payments due under all Obligations Outstanding,as and when the same become due and payable;

(ii) by depositing with the Trustee, in trust, at or before maturity, moneys in an amount sufficientto pay or redeem (when redeemable) all Parity Obligations Outstanding (including the payment ofany Required Payments due under such Parity Obligations to the maturity or redemption or otherfinal payment date thereof), provided that such moneys, if invested, shall be invested at thedirection of the Issuer in Escrow Securities, in an amount, without consideration of any income orincrement to accrue thereon, sufficient to pay or redeem (when redeemable) and discharge theRequired Payments payable on all Parity Obligations Outstanding at or before their respectivematurity dates, with the understanding that the investment income on such Escrow Securities maybe used at the direction of the Issuer for any other lawful purpose;

(iii) by delivering to the Trustee, for cancellation by it, all Parity Obligations Outstanding; or

(iv) by depositing with the Trustee, in trust, before maturity, Escrow Securities in such amount aswill, together with the income or increment to accrue thereon, without consideration of anyreinvestment thereof, be fully sufficient to pay or redeem (when redeemable) and discharge theamounts due on all Obligations Outstanding at or before their respective maturity or due dates;

(b) pays or causes to be paid all other amounts payable under the Indenture by the Issuer; and

(c) where any such Parity Obligations are to be redeemed prior to the maturity thereof, provide notice ofsuch redemption in accordance with the requirements of the Indenture or on terms satisfactory to theTrustee.

The satisfaction and discharge of the Indenture will be without prejudice to the Trustee’s right to chargeand be reimbursed by the Issuer for any expenditures that it may thereafter incur in connection with the Indenture.Thereafter, the Obligation holders will be entitled to payment only out of the money or Escrow Securities depositedwith the Trustee provided in this Section of the Indenture.

Any money, funds, securities, or other Property remaining on deposit under the Indenture (other than theEscrow Securities or other money deposited in trust as above provided) will, upon the full satisfaction of theIndenture, be transferred immediately, paid over and distributed to the Issuer.

The Issuer may at any time surrender to the Trustee for cancellation by it any Parity Obligations previouslyauthenticated and delivered that the Issuer may have acquired in any manner whatsoever, and such ParityObligations, upon such surrender and cancellation, shall be deemed to be paid and retired.

The Trustee may rely upon calculations provided by the Issuer as to the adequacy of moneys and EscrowSecurities to provide for payments as referred to in the Indenture.

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Unclaimed Moneys

Any moneys deposited with the Trustee by the Issuer in accordance with the terms of the Indenture, inorder to redeem or pay any Obligation in accordance with the provisions of the Indenture, and remaining unclaimedby the owners of the Obligation for four years after the date fixed for redemption or of maturity, as the case may be,shall, if the Issuer is not at the time to the knowledge of the Trustee in default under the Indenture, or theObligations, be repaid by the Trustee to the Issuer upon its written request and thereafter the owners of theObligation shall be entitled to look only to the Issuer for payment thereof from Liquor Enterprise Profits. If anyObligation or evidence of beneficial ownership of such Obligation shall not be presented for payment when theprincipal thereof or other Required Payments thereunder becomes due (whether at maturity, by acceleration, uponcall for redemption, upon purchase or otherwise), all liability of the Issuer to the registered owner thereof for thepayment of such Obligation shall forthwith cease, terminate and be completely discharged if funds sufficient to paysuch Obligation and interest due thereon, if any, are held by the Trustee uninvested for the benefit of the registeredowner thereof. The registered owner shall thereafter be restricted exclusively to such funds for any claim ofwhatever nature on his or her part under the Indenture or on, or with respect to, such Obligation.

Covenant to Enforce the Agreements

The Issuer has covenanted to enforce the obligations of the State with respect to the Liquor Enterprise, theTransfer Agreement and the Services Agreement or will assign its rights to do so to the Trustee.

Bankruptcy Covenant

The Issuer has covenanted that it will not institute bankruptcy, dissolution, reorganization, arrangement,insolvency or liquidation proceedings, proceedings under Title 11 of the United States Code, as amended, or otherproceedings for relief under any bankruptcy law or similar law for the relief of debtors.

Supplemental Master Indentures; Modifications

A supplemental master indenture is to be entered into in connection with the issuance of each series ofObligations providing for, among other things, provisions to make necessary or advisable amendments to the MasterTrust Indenture in connection with the issuance of the series of Obligations that will not materially adversely affectthe interests of holders of the Outstanding Obligations, the date of those Obligations, the date or dates on which anyRequired Payments due under those Obligations shall be payable, the other terms and conditions of thoseObligations, the form of the Obligations of that series and the conditions precedent to the delivery of thoseObligations. The First Supplemental Trust Indenture and the Second Supplemental Trust Indenture, each to be datedas of [__________, 2013], have been authorized in connection with the Bonds. No other supplemental masterindenture has been entered into or authorized at this time.

Supplemental master indentures, other than those described above and in the next paragraph, modifying,altering, amending, adding to or rescinding any of the terms or provisions of the Indenture, require the consent andapproval of the owners of not less than a majority in aggregate principal amount of the Outstanding Obligations tobe affected thereby except that (i) without the consent of the holder of each Obligation so affected, there can be noextension of the maturity of any Obligation, or any reduction in the amount or extension of the time of any paymentdue under any Obligation, (ii) without the consent of the holders of all of the Outstanding Obligations, there can beno reduction in the aggregate principal amount of the Obligations the holders of which are required to consent to thatsupplemental master indenture, (iii) except as permitted in the Master Trust Indenture, without the consent of theholder of each Obligation so affected, there can be no creation of a privilege or priority of any Obligation over anyother Obligation, or (iv) without the written consent of the Trustee, there can be no modification of the rights, dutiesor immunities of the Trustee.

The Issuer and the Trustee, without consent of or notice to any bondholders, may enter into supplementalmaster indenture for any one or more of the following purposes: to cure any ambiguity or defective provision in oromission from the Indenture; to grant to or confer upon the Trustee for the benefit of the Obligation holders anyadditional rights, remedies, powers or authority that may lawfully be granted to or conferred upon the Obligationholders or the Trustee, or any of them, to add covenants of the Issuer thereafter to be observed for the protection ofthe Obligation holders, or to surrender or limit any right or power conferred upon the Issuer in the Indenture,

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including, but not limited to, any amendments necessary to establish or maintain any credit ratings applicable to theIssuer; to assign and pledge any additional revenues, properties or collateral; to evidence the succession of anotherentity to the agreements of an obligor under the Indenture; to permit the qualification of the Indenture under theTrust Indenture Act of 1939, as amended, or any similar federal statue then in effect or to permit the qualification ofany Obligations for sale under the securities laws of any state of the United States; to provide for the refunding oradvance refunding of any Obligation, including provisions to make necessary or advisable amendments to theIndenture in connection with the issuance of those Obligations that will not materially adversely affect the interestsof holders of Obligations then Outstanding; to provide for the issuance of Parity Obligations, including provisions tomake necessary or advisable amendments to the Indenture in connection with that issuance that will not materiallyadversely affect the holders of outstanding Parity Obligations; to add additional obligors or remove additionalobligors to the Indenture; subject to the provisions of the Indenture, to permit an Obligation to be secured bysecurity that is not extended to all Obligation holders; to modify or eliminate any of the terms of this Indenture;provided, however, that such supplemental master indenture shall expressly provide that any such modifications oreliminations shall become effective only when there is no Obligation Outstanding of any series issued prior to theexecution of that supplemental master indenture; to achieve compliance of the Indenture with any applicable federaltax law; and to permit any other amendment which, in the judgment of the Trustee, materially adversely affect therights or interests of the holders of the Outstanding Obligations, including without limitation any modification,amendment or supplement to the Indenture or any Supplemental Master Indenture in a manner that will establish ormaintain exemption of interest on any Obligation from federal income taxation under the applicable provisions ofthe Code.

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APPENDIX D

Form of Transfer Agreement

(This Page Intentionally Left Blank)

EXECUTION COPY

FRANCHISE AND TRANSFER AGREEMENT

by and among

THE DEPARTMENT OF COMMERCEOF THE STATE OF OHIO,

THE OFFICE OF BUDGET ANDMANAGEMENTOF THE STATE OF OHIO,

JOBSOHIO

and

JOBSOHIO BEVERAGE SYSTEM

January 4, 2013

TABLE OF CONTENTS

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ARTICLE 1 - DEFINITIONS AND INTERPRETATION................................................................. 2

1.1 Definitions............................................................................................................. 21.2 Interpretation. .................................................................................................... 13

ARTICLE 2 – PURCHASE AND TRANSFER OF FRANCHISE AND ASSETS ......................... 15

2.1 Grant of Franchise; Transfer of Assets. .......................................................... 152.2 Liabilities. ........................................................................................................... 152.3 Non-Assignable Assets. ...................................................................................... 162.4 Shared Contract. ................................................................................................ 162.5 Rights in Assigned Contracts and Contract Rights. ....................................... 172.6 Allocation. ........................................................................................................... 172.7 Interim Operations. ........................................................................................... 17

ARTICLE 3 – CONSIDERATION ................................................................................................... 17

3.1 Total Consideration. .......................................................................................... 173.2 Closing Date Payments. ..................................................................................... 183.3 Unpaid Charges.................................................................................................. 183.4 Post-Closing Adjustments. ................................................................................ 193.5 Deferred Payments............................................................................................. 203.6 Revitalization Program. .................................................................................... 223.7 Transaction Expenses. ....................................................................................... 23

ARTICLE 4 - CLOSING AND DELIVERIES ................................................................................. 23

4.1 The Closing. ........................................................................................................ 234.2 Effective Time..................................................................................................... 234.3 Deliveries at the Closing. ................................................................................... 23

ARTICLE 5 - OPERATION OF THE LIQUOR FRANCHISE ....................................................... 23

5.1 Generally............................................................................................................. 235.2 Regulatory Functions......................................................................................... 245.3 Statutory Merchandising Functions................................................................. 24

ARTICLE 6 - DLC REPRESENTATIONS AND WARRANTIES. ................................................ 24

6.1 Organization and Authority.............................................................................. 246.2 Non-contravention. ............................................................................................ 246.3 Advisors’ Fees..................................................................................................... 256.4 Title to Assets...................................................................................................... 256.5 Financial Statements.......................................................................................... 256.6 Assigned Contracts and Contract Rights. ....................................................... 256.7 Notes and Accounts Receivable. ....................................................................... 26

TABLE OF CONTENTS(continued)

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6.8 Insurance. ........................................................................................................... 266.9 Compliance with Legal Requirements. ............................................................ 266.10 Litigation............................................................................................................. 266.11 Inventory............................................................................................................. 26

ARTICLE 7 - OBM REPRESENTATIONS AND WARRANTIES ................................................ 26

7.1 Organization and Authority.............................................................................. 267.2 Non-contravention. ............................................................................................ 277.3 Advisors’ Fees..................................................................................................... 277.4 Compliance with Legal Requirements. ............................................................ 27

ARTICLE 8 - FRANCHISEE REPRESENTATIONS AND WARRANTIES................................. 27

8.1 Organization of Franchisee; Tax Exemption. ................................................. 278.2 Franchisee Governance Documents. ................................................................ 278.3 Authority............................................................................................................. 288.4 Parent, Subsidiaries and Affiliates. .................................................................. 288.5 Authorization of Transaction............................................................................ 288.6 Non-contravention. ............................................................................................ 288.7 Compliance with Legal Requirements; Litigation.......................................... 288.8 Ability to Perform at Closing............................................................................ 298.9 Brokers’ and Advisors’ Fees. ............................................................................ 298.10 Business Operations........................................................................................... 29

ARTICLE 9 - JOBSOHIO REPRESENTATIONS AND WARRANTIES...................................... 29

9.1 Organization of JobsOhio; Tax Exemption..................................................... 299.2 JobsOhio Governance Documents.................................................................... 299.3 Authority............................................................................................................. 299.4 Ownership........................................................................................................... 309.5 Authorization of Transaction............................................................................ 309.6 Non-contravention. ............................................................................................ 309.7 Compliance with Legal Requirements; Litigation.......................................... 309.8 Ability to Perform at Closing............................................................................ 309.9 Brokers’ and Advisors’ Fees. ............................................................................ 31

ARTICLE 10 - PRE-CLOSING COVENANTS ............................................................................... 31

10.1 General................................................................................................................ 3110.2 Notices and Consents. ........................................................................................ 3110.3 Injunctions. ......................................................................................................... 3110.4 Policies of Insurance; Agency Performance Bonds. ....................................... 3110.5 Operation of Liquor Business. .......................................................................... 3210.6 Reasonable Access.............................................................................................. 3210.7 Notice of Developments. .................................................................................... 32

TABLE OF CONTENTS(continued)

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10.8 Transition Matters. ............................................................................................ 33

ARTICLE 11 - CONDITIONS TO THE OBLIGATIONS OF THE FRANCHISEEPARTIES ............................................................................................................. 33

11.1 DLC Conditions. ................................................................................................ 3311.2 OBM Conditions. ............................................................................................... 3411.3 State Parties. ....................................................................................................... 3511.4 Bond Defeasance. ............................................................................................... 3511.5 Contemplated Transactions. ............................................................................. 3511.6 DLC Services Agreement. ................................................................................. 3511.7 Opinion................................................................................................................ 3511.8 DOD Agreement................................................................................................. 3511.9 Transaction Obligations Completion. .............................................................. 35

ARTICLE 12 - CONDITIONS TO THE OBLIGATIONS OF THE STATE PARTIES ................. 35

12.1 Franchisee Conditions. ...................................................................................... 3612.2 JobsOhio Conditions.......................................................................................... 3612.3 DLC Services Agreement. ................................................................................. 3712.4 Franchisee Parties. ............................................................................................. 3712.5 Amounts Provided. ............................................................................................ 3712.6 Bond Defeasance. ............................................................................................... 3712.7 Opinion................................................................................................................ 3712.8 Transaction Obligations. ................................................................................... 3712.9 DOD Agreement................................................................................................. 3712.10 Contemplated Transactions. ............................................................................. 37

ARTICLE 13 - TERMINATION PRIOR TO THE CLOSING ........................................................ 38

13.1 Pre-Closing Termination of Agreement........................................................... 3813.2 Effect of Pre-Closing Termination. .................................................................. 38

ARTICLE 14 - AFFIRMATIVE COVENANTS .............................................................................. 38

14.1 Affirmative Covenants of the Parties. .............................................................. 3814.2 Affirmative Covenant of the State Parties....................................................... 3914.3 Affirmative Covenants of Franchisee............................................................... 3914.4 Affirmative Covenants of JobsOhio. ................................................................ 4014.5 Liquor Revenue Covenants. .............................................................................. 4114.6 Bond Redemption Covenants............................................................................ 42

ARTICLE 15 - NEGATIVE COVENANTS..................................................................................... 43

15.1 Negative Covenants of the State Parties. ......................................................... 4315.2 Negative Covenants of the Franchisee. ............................................................ 4315.3 Negative Covenants of JobsOhio. ..................................................................... 45

TABLE OF CONTENTS(continued)

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ARTICLE 16 - FINANCE OBLIGATIONS AND ACKNOWLEDGEMENTS.............................. 46

16.1 Franchisee Parties’ Obligations and Acknowledgements. ............................. 4616.2 State Parties Obligations and Acknowledgements.......................................... 46

ARTICLE 17 - DEFAULT; TERMINATION; CONSEQUENCES OF TERMINATION ORREVERSION ....................................................................................................... 47

17.1 Default by Franchisee Parties. .......................................................................... 4717.2 Remedies of the State Parties Upon Franchisee Party Default...................... 4817.3 Defaults by the State Parties. ............................................................................ 4917.4 Remedies of Franchisee Parties Upon State Default. ..................................... 4917.5 Prior Termination. ............................................................................................. 5017.6 Pre-Termination Arrangements. ...................................................................... 5117.7 Consequences of Termination and Reversion. ................................................ 5117.8 Pre-Remedy Arrangements............................................................................... 5217.9 Limitation of Liability of State Parties. ........................................................... 53

ARTICLE 18 - MISCELLANEOUS................................................................................................. 53

18.1 Expenses.............................................................................................................. 5318.2 Press Releases and Public Announcements. .................................................... 5318.3 No Third-Party Beneficiaries............................................................................ 5418.4 Entire Agreement............................................................................................... 5418.5 Succession and Assignment. .............................................................................. 5418.6 Counterparts. ..................................................................................................... 5418.7 Notices. ................................................................................................................ 5418.8 Governing Law................................................................................................... 5618.9 Venue................................................................................................................... 5618.10 WAIVER OF JURY TRIAL............................................................................. 5618.11 Amendments and Waivers. ............................................................................... 5618.12 Severability. ........................................................................................................ 5618.13 Construction. ...................................................................................................... 5718.14 Incorporation of Schedules. .............................................................................. 57

TABLE OF CONTENTS(continued)

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SCHEDULESSchedule I - Assigned Contracts and Contract RightsSchedule II - Assumed LiabilitiesSchedule III - Base Franchise ProfitsSchedule IV - Existing Liquor Enterprise ObligationsSchedule V - Historical Spirituous Liquor ProfitsSchedule VI - Historical Working CapitalSchedule VII - Regulatory FunctionsSchedule VIII- Retained Assets and FunctionsSchedule IX - Statutory Merchandising FunctionsSchedule X - Transferred AssetsSchedule XI - Existing Liquor Enterprise Make-Whole Obligations

EXECUTION COPY

FRANCHISE AND TRANSFER AGREEMENT

This FRANCHISE AND TRANSFER AGREEMENT (this “Agreement”) is made andentered into as of January 4, 2013 by and among the Department of Commerce of the State ofOhio, acting on behalf of its Divisions of Liquor Control and Administration (the “DLC”), theOffice of Budget and Management of the State of Ohio (the “OBM”), and JobsOhio BeverageSystem, an Ohio nonprofit corporation (“Franchisee”), the sole member of which is JobsOhio, anOhio nonprofit corporation (“JobsOhio”). Hereinafter, DLC, OBM, Franchisee, and JobsOhioshall each be referred to as a “Party” and collectively as the “Parties,” the DLC and OBM shallcollectively be referred to as the “State Parties,” and Franchisee and JobsOhio shall collectivelybe referred to as the “Franchisee Parties.” Capitalized terms not defined in this introductoryparagraph or the recitals are used therein as defined in Section 1.1 of this Agreement.

WITNESSETH:

WHEREAS, in accordance with the Constitution and laws of the State of Ohio, andparticularly Chapter 4313 of the Ohio Revised Code (“ORC”), the directors of each of theDepartment of Commerce, duly created as an administrative department of state governmentpursuant to Section 121.02(B) of the ORC, and the OBM, duly created and existing as anadministrative department of state government pursuant to Section 121.02(A) of the ORC, areauthorized and empowered to enter into this Agreement on behalf of the State of Ohio and to door cause to be done all the acts and things herein provided or required to be done;

WHEREAS, this Agreement contemplates a transaction in which (a) the State Partieswill (i) grant the Franchise relating to the Liquor Enterprise and (ii) transfer certain assets of theLiquor Enterprise, to Franchisee, in return for cash, Deferred Payments, and other consideration,and (b) Franchisee will contemporaneously contract with DLC for the continued operation andmanagement of the Liquor Business pursuant to the DLC Services Agreement, all as authorizedby ORC Chapter 4313;

WHEREAS, pursuant to Section 4313.02(A) of the ORC, this Agreement alsocontemplates and provides for the termination of such Franchise and the transfer back to theDLC of such capital or other assets of the Liquor Business, at no cost, as such capital or otherassets then exist, no later than 25 years after the occurrence of the transfer contemplated herein;and

WHEREAS, Ohio Revised Code § 4313.02(C)(2) provides, among other things that “thedirector of budget and management, in consultation with the director of commerce, may, withoutthe need for any other approval, negotiate terms of any documents, including the transferagreement, necessary to effect the transfer of the enterprise acquisition project” and that “thedirector of budget and management and the director of commerce shall execute the transferagreement on behalf of the state [ ]”. Further, Section 229.10 of Amended Substitute House BillNumber 153 of the 129th General Assembly provides that “[t]he Director of Budget andManagement, in consultation with the Director of Commerce, may negotiate an initial agreementwith JobsOhio, which shall be executed by the Directors of Budget and Management andCommerce upon its completion.”

EXECUTION COPY

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NOW, THEREFORE, in consideration of the premises and the mutual promises hereinmade, and in consideration of the representations, warranties, and covenants herein contained,the Parties agree as follows.

ARTICLE 1 - DEFINITIONS AND INTERPRETATION

1.1 Definitions. Unless otherwise specified or the context otherwise requires, for thepurposes of this Agreement the following terms have the following meanings:

“Acceptance Notice” has the meaning set forth in Section 3.5(c).

“Actual Delivered Working Capital” has the meaning set forth in Section 3.4(a).

“Additional Obligations” means any Franchisee Indebtedness issued after the Closingthat either: (a) at the time of their issuance, are issued on terms previously approved by theDirector of OBM or (b) (i) are fixed rate bonds that would be satisfied in full, in the OrdinaryCourse of Business, by the 25th anniversary of the Closing Date; (ii) do not involve any “creditfacility,” “interest rate hedge” (each as defined in Section 9.98 of the ORC) or any DerivativeAgreement (as defined in the Master Trust Indenture); (iii) at the time of their issuance, have aprojected ratio of Liquor Business Profits to debt service on all Obligations, including theproposed Additional Obligations, which exceeds the Required Debt Service Ratio for each yearthe proposed Additional Obligations are scheduled to be outstanding; and (iv) do not limit theState Parties’ remedies under this Agreement.

“After-Acquired Assets” means those rights and assets acquired by JobsOhio during theTerm of this Agreement that are used solely or primarily in connection with the operation of theLiquor Business.

“Agreement” has the meaning set forth in the introductory paragraph.

“Agency Store” means a state agency store authorized by DLC pursuant to Section4301.17 of the ORC to sell Spirituous Liquor in the State of Ohio pursuant to an AgencyContract.

“Agency Store Bonds” has the meaning set forth in Section 6.8.

“Agency Contract” means any Retail Agency Contract, Retail Agency Contract (Sunday),Retail/Wholesale Agency Contract and Retail/Wholesale Agency Contract (Sunday) formcontract between an Agency Store and the DLC governing the sale of Spirituous Liquor insubstantially the same form previously provided by DLC to Franchisee (as may be amended ormodified from time to time).

“Applicable Rate” means with respect to a given month, a rate equal to the sum of (i)LIBOR determined on the first Business Day of that month, plus (ii) 2.00%.

“Approval,” “approved,” “approves,” “approved by the State,” “approved by the State ofOhio” and similar expressions mean approved or consented to in writing by a State Party, the

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State Parties or the State of Ohio, as the case may be, in accordance with the provisions ofSection 1.2(l)(ii).

“Assigned Contracts and Contract Rights” means the contracts and contract rights setforth on the Schedule of Assigned Contracts and Contract Rights, set forth on Schedule I.

“Assignment and Assumption Agreement” means an Assignment and AssumptionAgreement in a form and substance mutually satisfactory to the Parties, to be executed anddelivered in connection with the Closing.

“Assumed Liabilities” has the meaning set forth in Section 2.2(a), set forth on ScheduleII.

“Base Franchise Profits” means:

(a) for the Fiscal Year ending June 30, 2013, $257,500,000;

(b) for any Fiscal Year ending after July 1, 2013, 103% of the Base Franchise Profitsfor the immediately preceding Fiscal Year, as set forth on Schedule III.

“Beneficial Rights” has the meaning set forth in Section 2.3.

“Bill of Transfer” means an instrument transferring title in, to and under the TransferredAssets in form and substance mutually satisfactory to the Parties, to be executed and delivered inconnection with the Closing.

“Bond Defeasance Amount” means the aggregate amount required to defease, on theClosing Date, the Existing Liquor Enterprise Obligations in accordance with the terms of thedocuments under which such obligations were issued and are secured, including the costs ofreleasing all security interests and collateral securing such obligations.

“Bond Defeasance Escrow Agreements” means, collectively, those one or more escrowagreements necessary to consummate the defeasance of the Existing Liquor EnterpriseObligations, on the Closing Date, in accordance with the terms of the documents under whichsuch obligations were issued and are secured.

“Bond Defeasance Escrow Trustees” means U.S. Bank National Association and TheBank of New York Mellon Trust Company, N.A.

“Bond Defeasance Payment” means an amount which is the greater of: (a) the BondDefeasance Amount; or (b) $800,000,000; provided, however, that if the resulting BondDefeasance Payment does not permit Franchisee to comply with the coverage test set forth inclause (e) of the definition of Transaction Obligations, then such Bond Defeasance Payment maybe reduced, but not below the amount specified in clause (a), by an amount mutually agreed toby the Parties.

“Books and Records” has the meaning set forth in Section 10.6.

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“Business Day” means a day other than (a) a Saturday, Sunday or legal holiday on whichbanking institutions in the State or the State of New York (or such other state where thedesignated corporate trust office of the Master Trustee is located) are authorized or required bylaw to close or (b) a day on which the New York Stock Exchange is closed.

“Cash” means cash and cash equivalents (including marketable securities and short-terminvestments) calculated on a modified accrual basis consistent with the preparation of theFinancial Statements, but excluding Unswept Sales Revenue.

“Chapter 151 Make-Whole Proceeds” has the meaning set forth in Section 14.6(b).

“Chapter 166 Make-Whole Proceeds” has the meaning set forth in Section 14.6(c).

“Chapter 151 Reserve Account” has the meaning set forth in Section 14.6(b).

“Chapter 166 Reserve Account” has the meaning set forth in Section 14.6(c).

“Closing” has the meaning set forth in Section 4.1.

“Closing Date” has the meaning set forth in Section 4.1.

“Code” means the Internal Revenue Code of 1986, as amended from time to time. Eachreference to a section of the Code herein shall be deemed to include the United States TreasuryRegulations, including temporary and proposed regulations, relating to such sections.

“Contemplated Transactions” means all of the transactions between any of the Partiescontemplated by this Agreement.

“Controlling Board” means the Controlling Board of the State of Ohio created pursuantto Section 127.12 of the ORC.

“Constitution” has the meaning set forth in Section 6.1.

“Consultant” has the meaning set forth in Section 14.5(c)(i).

“Debt Coverage Statement” has the meaning set forth in Section 14.5(b).

“Debt Service Coverage Ratio” means the amount of Liquor Business Profits in anyFiscal Year, divided by the Required Payments for that Fiscal Year.

“Deferred Payment” has the meaning set forth in Section 3.5(a).

“Deferred Payment Amount” has the meaning set forth in Section 3.5(a).

“Deferred Payment Notice” has the meaning set forth in Section 3.5(b).

“Director of Commerce” means that officer of the State, appointed pursuant to Section121.03 of the ORC, who administers and is the executive head of the DLC.

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“Director of Budget and Management” means that officer of the State, appointedpursuant to Section 121.03 of the ORC, who administers and is the executive head of the OBM.

“Dispute Notice” has the meaning set forth in Section 3.5(d).

“DLC” has the meaning set forth in the introductory paragraph.

“DLC Services Agreement” means a Services Agreement by and among the DLC, theOBM and Franchisee in form and substance mutually satisfactory to the Parties (and approved bythe Controlling Board), to be executed and delivered in connection with the Closing.

“DOD” means the Department of Development of the State of Ohio created pursuant toSection 121.02(N) of the ORC, or any successor State of Ohio agency.

“DOD Agreement” means the agreement for services between the Director of the DODand JobsOhio.

“Draft Working Capital Statement” has the meaning set forth in Section 3.4(a).

“Effective Time” has the meaning set forth in Section 4.2.

“Encumbrance” means any mortgage, lien, judgment, execution, pledge, charge, securityinterest, restriction, easement, claim, trust, deemed trust or encumbrance of any naturewhatsoever, whether arising by operation of Legal Requirements or otherwise created.

“Escrow Accounts” means each escrow account (however captioned) establishedpursuant to Section 2 of each of the Bond Defeasance Escrow Agreements.

“Estimated Working Capital” means the estimated Working Capital of the LiquorEnterprise at Closing in the amount mutually agreed upon by the Parties.

“Excess Amount” has the meaning set forth in Section 3.4(e)(i).

“Excess Chapter 151 Make-Whole Proceeds” has the meaning set forth in Section14.6(c).

“Excess Chapter 166 Make-Whole Proceeds” has the meaning set forth in Section14.6(d).

“Existing Liquor Enterprise Chapter 151 Make-Whole Obligations” means those certainExisting Liquor Enterprise Chapter 151 Obligations containing make-whole redemptionprovisions, which are further identified on Schedule XI hereto.

“Existing Liquor Enterprise Chapter 166 Make-Whole Obligations” means those certainExisting Liquor Enterprise Chapter 166 Obligations containing make-whole redemptionprovisions, which are further identified on Schedule XI hereto.

“Existing Liquor Enterprise Chapter 151 Obligations” means all of the RevitalizationProject Bonds and Bond Anticipation Notes issued by the Treasurer of the State of Ohio under

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Section 151.40 of the ORC, as such are outstanding as of the Effective Time. Such obligationsare further identified on Schedule IV hereto.

“Existing Liquor Enterprise Chapter 166 Obligations” means all of the DevelopmentAssistance Bonds and Bond Anticipation Notes issued by the Treasurer of the State of Ohiounder Section 166.08 of the ORC, as such are outstanding as of the Effective Time. Suchobligations are further identified on Schedule IV hereto.

“Existing Liquor Enterprise Make-Whole Obligations” means all of the Existing LiquorEnterprise Chapter 151 Make-Whole Obligations and the Existing Liquor Enterprise Chapter 166Make-Whole Obligations.

“Existing Liquor Enterprise Obligations” means all of the Existing Liquor EnterpriseChapter 151 Obligations and the Existing Liquor Enterprise Chapter 166 Obligations.

“Financial Statements” has the meaning set forth in Section 6.5.

“Fiscal Year” means (a) any twelve-month period beginning on July 1 of any calendaryear and ending on June 30 of the following calendar year, or (b) such other consecutive twelve-month period designated from time to time in an officer’s certificate delivered to the MasterTrustee as the fiscal year for the member or members of the Obligated Group which control theLiquor Business.

“Franchise” means the exclusive right to distribute, merchandise, and sell SpirituousLiquor in the State of Ohio, and to receive all revenues and related receipts and accountsreceivable related thereto, on the terms and conditions provided for under the terms of thisAgreement. For avoidance of doubt, such “Franchise” does not include the StatutoryMerchandising Functions or Regulatory Functions.

“Franchisee” has the meaning set forth in the introductory paragraph.

“Franchisee Contracts” has the meaning set forth in Section 17.7(a).

“Franchisee Default” has the meaning set forth in Section 17.1.

“Franchisee Indebtedness” means any indebtedness of Franchisee (including any bonds,loan agreements, notes, contracts, installment sale, reimbursement, revolving credit and standbybond purchase agreements), Ancillary Obligations (as defined in the Master Trust Indenture),Debt Obligations (as defined in the Master Trust Indenture), or Hedging Obligations (as definedin the Master Trust Indenture), or any combination thereof, that are secured by Liquor BusinessProfits.

“Franchisee Parties” has the meaning set forth in the introductory paragraph.

“GAAP” means U.S. generally accepted accounting principles as in effect from time totime, consistently applied.

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“Governmental Authority” means any domestic office or body exercising executive,legislative, judicial, regulatory or administrative functions of or pertaining to government,including without limitation any governmental authority, agency, department, board,commission, court, tribunal, judicial body or instrumentality of the United States or any state,municipality, county, locality or other political subdivision thereof.

“Independent Accountant” has the meaning set forth in Section 3.4(c).

“Interim Agency Store” means any Agency Store located in a county where a taxauthorized by Section 307.697 of the ORC has been imposed.

“Interim Assets” means all of the assets of the Liquor Enterprise owned or used solely inconnection with the operation of the Interim Agency Stores, including without limitation theAgency Contracts and Spirituous Liquor inventory located at such Interim Agency Locations asof the Effective Time.

“Interim Financial Statements” has the meaning set forth in Section 11.1(e).

“JobsOhio” has the meaning set forth in the introductory paragraph.

“JobsOhio Act” means Chapters 187 and 4313 of the ORC, as such legislation may beamended, or supplemented by additional legislation, from time to time.

“JobsOhio Conflicts of Interest Policy” means the Conflicts of Interest Policy adoptedpursuant to the JobsOhio Act by the Board of Directors of JobsOhio, as amended from time totime.

“Legacy Commitment Amount” means $100,000,000 for outstanding CleanOhio programcommitments of the State of Ohio.

“Legal Requirement” means any federal, state, local, municipal or other administrativeorder, constitution, law, ordinance, principle of common law, regulation, or statute.

“LIBOR” means the rate per annum determined on the basis of the rate of deposits inU.S. dollars offered for a term of three months, which rate appears on the display designated onthe Reuters LIBOR01 Page (or such other page as may replace the Reuters LIBOR01 Page orsuch other service or services as may be nominated by the British Bankers’ Association for thepurpose of displaying London interbank offered rates in U.S. dollar deposits), determined atapproximately 11:00 a.m., London time, on the date of determination, or if such rate is notavailable, another comparable rate agreed by the Franchisee and the State Parties.

“Liquor Business” means the Franchise, the Transferred Assets and the After-AcquiredAssets, as owned and operated by Franchisee during the Term.

“Liquor Business Financial Statements” means the audited financial statements ofFranchisee prepared in accordance with GAAP.

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“Liquor Business Profits” means, for any period after the Closing Date, Liquor BusinessRevenues remaining after all Ordinary Course Costs and Expenses.

“Liquor Business Recommendations” means a written report containing the Consultant’srecommendations of actions that may be taken by Franchisee and the State Parties with respect toprices charged and costs incurred by the Liquor Business that would result in an amount ofLiquor Business Profits for the then current Fiscal Year sufficient to attain the Minimum DebtService Coverage Ratio for such Fiscal Year.

“Liquor Business Revenues” means the sales of the Obligated Group representing thegross sales (after application of any wholesale Spirituous Liquor discount) and applicable Taxesand governmental charges of any type collected by the Liquor Business from the sale ofSpirituous Liquor, calculated on an accrual basis.

“Liquor Enterprise” means the Spirituous Liquor distribution and merchandisingoperations owned and operated by the State Parties immediately prior to the Effective Time,including, without limitation, inventory, real property rights, equipment, furnishings, theSpirituous Liquor distribution system including transportation, the monetary managementsystem, warehouses, contract rights, rights to take assignment of contracts and related receiptsand revenues, accounts receivable, the right to manage Spirituous Liquor distribution andmerchandising in the State of Ohio and to sell Spirituous Liquor in the State of Ohio subject tothe control of the DLC, and all necessary appurtenances thereto, or leasehold interests therein.

“Master Trust Indenture” means the Master Trust Indenture among Franchisee and suchother entities that may join the Obligated Group (as defined therein) and the Master Trustee, asamended or supplemented from time to time.

“Master Trustee” means The Huntington National Bank, or any successor trustee theretopursuant to the terms of the Master Trust Indenture.

“Material Adverse Effect” means any effect or change that would be materially adverseto the business, assets, condition (financial or otherwise), operating results, operations, orbusiness prospects of the Liquor Business, taken as a whole, or to the ability of any Party toconsummate timely the Contemplated Transactions.

“Maximum Annual Debt Service” means, at the time of computation, the greatestRequired Payments on the Obligations for the then-current or any future Fiscal Year, provided,that in calculating Maximum Annual Debt Service, Required Payments with respect to BalloonObligations (as defined in the Master Trust Indenture), Balloon Subordinated Indebtedness (asdefined in the Master Trust Indenture), Variable Rate Indebtedness, Discount Indebtedness (asdefined in the Master Trust Indenture) or Derivative Indebtedness (as defined in the Master TrustIndenture) shall be determined in accordance with Sections 512, 513, 514 and 515, respectively,of the Master Trust Indenture.

“Minimum Debt Service Coverage Ratio” means, for any Fiscal Year, the ratio of LiquorBusiness Profits to the Required Payments that are to be paid from Liquor Business Profits inthat Fiscal Year on Obligations then outstanding equal to 1.35x.

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“Most Recent Fiscal Year End” has the meaning set forth in Section 6.5.

“Objection Notice” has the meaning set forth in Section 3.4(b).

“Obligations” means any outstanding Transaction Obligations and any outstandingAdditional Obligations, each issued in compliance with their respective parameters set forthherein.

“Obligated Group” means the Franchisee, and any other member who is admitted to theObligated Group from time to time pursuant to Section 505 of the Master Trust Indenture.

“OBM” has the meaning set forth in the introductory paragraph.

“Offering Circular” means the Offering Circular relating to the Transaction Obligations,substantially in the form of the Preliminary Offering Circular, with such modifications,completions, changes and supplements as may be approved by the original purchaser andFranchisee.

“ORC” has the meaning set forth in the Recitals.

“Ordinary Course Costs and Expenses” means any obligations incurred by the ObligatedGroup, in its sole and absolute discretion, for costs of goods sold (calculated on a first-in first-outbasis, including an appropriate allocation of freight costs by the case), as well as administrativeand other operating costs and expenses of running the Liquor Business in the Ordinary Course ofBusiness and all Taxes or governmental charges of any type imposed on the Liquor Business.Any amounts due pursuant to the Service Agreement and any depreciation (incurred inconnection with the activities and operations of the Liquor Business) shall be included inOrdinary Course Costs and Expenses. Notwithstanding anything to the contrary, any costs orexpenses (a) incurred in connection with or incidental to the non-Liquor Business activities andoperations, if any, of the Obligated Group, (b) related to and including Required Payments, or (c)related to and including any amortization, impairment or depreciation (or alternative method ofexpensing) of the Franchise, Transferred Assets, goodwill or any combination thereof, areexcluded.

“Ordinary Course of Business” means the ordinary course of business consistent withpast custom and practice (including with respect to quantity and frequency) or, in the case ofoperating the Franchise, in a manner consistent with the Expense Budget (as defined in the DLCServices Agreement), or Business Plan (as defined in the DLC Services Agreement) for suchactivity.

“Organizational Documents” means: (a) the articles or certificate of incorporation and thecode of regulations of a corporation; (b) the partnership agreement and any statement ofpartnership of a general partnership; (c) the limited partnership agreement and the certificate oflimited partnership of a limited partnership; or (d) any charter or similar document adopted orfiled in connection with the creation, formation, or organization of a Person. The term“Organizational Documents” also includes any amendment to any of the foregoing.

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“Other Commitments” means all outstanding indebtedness of Franchisee, including anybonds, loan agreements, notes, contracts, reimbursement, and standby bond purchase agreementsrelated thereto, or any combination thereof, but excluding Obligations.

“Party” and “Parties” have the meanings set forth in the introductory paragraph.

“Payment Instructions” has the meaning set forth in Section 4.3.

“Permitted Franchisee Encumbrance” means an Encumbrance that is identified byFranchisee in writing to the State Parties after the Effective Date.

“Permitted State Encumbrance” means any rights of the State Parties under thisAgreement, including those set forth in Section 17.7.

“Permitted Transitional Activities” means the non-Liquor Business business, activities oroperations conducted by the Franchisee as of the date hereof and as of the Closing Date.

“Person” means an individual, a partnership, a corporation, a limited liability company,an association, a joint stock company, a trust, a joint venture, an unincorporated organization,any other business entity or a Governmental Authority.

“Preliminary Offering Circular” means the Preliminary Offering Circular relating to theTransaction Obligations.

“Proceeding” means any action, arbitration, audit, hearing, investigation, litigation, orsuit (whether civil, criminal, administrative, investigative, or informal) commenced, brought,conducted, or heard by or before, or otherwise involving any Governmental Authority orarbitrator.

“Regulatory Functions” means those functions of the DLC set forth on Schedule VIIattached hereto.

“Representative” means, with respect to a particular Person, any director, officer,employee, agent, consultant, advisor, or other representative of such Person, including legalcounsel, accountants and financial advisors.

“Required Debt Service Ratio” means a Debt Service Coverage Ratio of at least 1.50,calculated based on a projected annual growth rate of Liquor Business Profits that is not morethan 50% of the compound average annual growth rate of Liquor Business Profits for the mostrecent ten-year period, whether the Franchise was held by Franchisee for that entire ten-yearperiod or not, and provided, that, only with respect to any years of the ten-year period thatoccurred pre-Closing, the foregoing calculations shall be made utilizing the figures set forth onSchedule V.

“Required Payment” means any amount required to be paid under or upon an Obligation,whether at maturity, by acceleration, upon proceeding for redemption or otherwise, includingwithout limitation, principal, interest, premium, Derivative Agreement Payments (as defined inthe Master Trust Indenture), Derivative Agreement Termination Payments (as defined in the

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Master Trust Indenture), amounts due under a reimbursement agreement, standby bond purchaseagreement, or similar ancillary agreement, and the purchase price of Related Debt (as defined inthe Master Trust Indenture) tendered or deemed tendered for purchase pursuant to the terms of aRelated Debt Indenture (as defined in the Master Trust Indenture).

“Retained Assets and Functions” means all assets, properties, rights and functions of theLiquor Enterprise not included in the Liquor Business, including (a) the assets set forth onSchedule VIII attached hereto and (b) the Regulatory Functions.

“Reversion Date” has the meaning set forth in Section 17.7(a).

“Revitalization Program” has the meaning set forth in Section 3.6(a).

“Revitalization Purposes” has the meaning set forth in Section 3.6(a).

“Shared Contract” has the meaning set forth in Section 2.4.

“Shortfall Amount” has the meaning set forth in Section 3.4(e)(ii).

“Spirituous Liquor” has the meaning set forth in Section 4301.01(B)(5) of the ORC.

“Spirituous Liquor Profits” means all receipts of the State Parties representing the grossprofit on the sale of Spirituous Liquor during any period prior to the Effective Time, as referredto in division (B)(4) of Section 4301.10 of the ORC, less the costs, expenses, and working capitalreserve provided for therein, but excluding the sum required by the second paragraph of Section4301.12 of the ORC (as in effect as of the Closing Date).

“State Contracts” means the agreements to which either the DLC or the OBM is a partyrelating to the Liquor Enterprise, including the Assigned Contracts and Contract Rights.

“State Default” has the meaning set forth in Section 17.3.

“State Information” has the meaning set forth in Section 16.2(b).

“State Parties” has the meaning set forth in the introductory paragraph.

“State Transaction Expense Amount” means the amount certified to JobsOhio by OBM tobe the State’s costs and expenses (including third party expenses) related to the ContemplatedTransactions.

“State of Ohio” means the State of Ohio.

“Statutory Merchandising Functions” are those functions set forth on Schedule IXattached hereto.

“Tax” or “Taxes” means any federal, state, local, or foreign income, gross receipts,license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits,environmental (including taxes under Code Section 59A), customs duties, capital stock,franchise, profits, withholding, social security (or similar), unemployment, disability, real

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property, personal property, sales, use, transfer, registration, value added, alternative or add-onminimum, estimated, or other tax of any kind whatsoever, whether computed on a separate orconsolidated, unitary or combined basis or in any other manner, including any interest, penalty,or addition thereto, whether disputed or not.

“Tax Expiration Date” has the meaning set forth in Section 2.7.

“Term” means the period commencing on the Closing Date and expiring on (a) the 25thanniversary of the Closing Date or (b) the earlier termination of this Agreement, as hereinprovided.

“Transaction Documents” means all other agreements, instruments, documents andcertificates to be executed and delivered, if such delivery is provided for in this Agreement, byany Party in connection with the consummation of the Contemplated Transactions.

“Transaction Obligations” means any Franchisee Indebtedness issued in connection withthe Closing that: (a) is fixed rate; (b) does not involve any “credit facility” or “interest ratehedge” (both as defined in Section 9.98 of the ORC), or Derivative Agreement; (c) will besatisfied in full, in the Ordinary Course of Business, by the 25th anniversary of the Closing Date;(d) has debt service that is structured to be approximately equal for every year in which principalis amortized, which shall begin no later than the third Fiscal Year in which such indebtedness isoutstanding; (e) has a pro forma Debt Service Coverage Ratio for each Fiscal Year that isprojected to be not less than 2.0 during the applicable term of such indebtedness; (f) has a trueinterest cost that will be no greater than an amount approved in writing by the Director of Budgetand Management prior to the marketing and pricing of such indebtedness; and (g) has basic bonddocuments drafts and a corresponding set of numbers and cash flows all of which have beenapproved by the Director of Budget and Management prior to submission to and review thereofby the credit rating agencies.

“Transfer Consideration” has the meaning set forth in Section 3.1.

“Transferred Assets” means all right, title and interest of the State Parties in, to and underthose specific assets listed on Schedule X attached hereto.

“Unpaid Charges” has the meaning set forth in Section 3.3.

“Unswept Sales Revenue” means any gross profit receipts of the Liquor Businesscollected by the Agency Stores on sales of Spirituous Liquor pursuant to the Agency StoreContracts that remain in the possession of the Agency Stores and have not yet been swept out ofsuch Agency Store bank accounts by DLC as of the Effective Time.

“Variable Rate Indebtedness” means Indebtedness that bears interest at a variable,adjustable or floating rate.

“Violation” has the meaning set forth in Section 17.5(b).

“Work Plan” has the meaning set forth in Section 14.5(c)(iii).

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“Working Capital” of the Liquor Enterprise means the sum of: (a) liquor accountsreceivable, current assets, including sales receivable, Unswept Sales Revenue, prepaid expenses,liquor inventory, and paper bag inventory, each calculated on a modified accrual basis, less (b)liquor and related third party accounts payable and accrued liabilities, each calculated on amodified accrual basis, as well as liabilities relating to workers compensation claims of DLCemployees consistent with the calculation of Working Capital set forth on Schedule VI. For theavoidance of doubt, “Working Capital” excludes all Cash of the Liquor Enterprise, all depositsand amounts in respect of Existing Liquor Enterprise Obligations and employee payroll andrelated costs (including payroll, related taxes, and fringe benefits).

“Working Capital Holdback Amount” means $5,000,000.

“Year-End Financial Statements” has the meaning set forth in Section 6.5.

“501(c)(3) Organization” means an organization described in Section 501(c)(3) of theCode, or a successor statutory section of similar purpose, that is exempt from tax under Section501(a) of the Code.

1.2 Interpretation.

(a) Number and Gender. In this Agreement words in the singular include theplural and vice versa and words in one gender include all genders.

(b) Headings. The division of this Agreement into articles, sections and othersubdivisions are for convenience of reference only and shall not affect the construction orinterpretation of this Agreement. The headings in this Agreement are not intended to be fullor precise descriptions of the text to which they refer and shall not be considered part of thisAgreement.

(c) References to this Agreement. The words “herein,” “hereby,” “hereof,”“hereto” and “hereunder” and words of similar import refer to this Agreement as a whole andnot to any particular portion of it. The words “Section,” “paragraph,” “sentence,” “clause,”“Schedule,” or “Exhibit” mean and refer to the specified section, paragraph, sentence, clause,schedule or exhibit of or to this Agreement.

(d) References to Any Person. A reference in this Agreement to any Person at anytime refers to such Person’s permitted successors and assignees.

(e) Meaning of Including. In this Agreement, the words “include,” “includes” or“including” mean “include without limitation,” “includes without limitation” and “includingwithout limitation,” respectively, and the words following “include,” “includes” or“including” shall not be considered to set forth an exhaustive list.

(f) Meaning of Discretion. In this Agreement, the word “discretion” with respectto any Person, unless specifically modified, means the sole and absolute discretion of suchPerson.

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(g) Meaning of Notice. In this Agreement, the word “notice” means “writtennotice” unless specified otherwise.

(h) Consents and Approvals. Unless specified otherwise, wherever the provisionsof this Agreement require or provide for or permit an approval or consent by either Party, suchapproval or consent, and any request therefor, must be in writing (unless waived in writing bythe other Party).

(i) Legal Requirements. Unless specified otherwise, references to a LegalRequirement are considered to be a reference to (i) the Legal Requirement as it may beamended from time to time, (ii) all regulations and rules pertaining to or promulgated pursuantto such Legal Requirement and (iii) all future Legal Requirements pertaining to the same orsimilar subject matter.

(j) Currency. Unless specified otherwise, all statements of or references to dollaramounts or money in this Agreement are to the lawful currency of the United States ofAmerica.

(k) Calculation of Time. For purposes of this Agreement, a period of days shall bedeemed to begin on the first day after the event that began the period and to end at 5:00 p.m.(Columbus, Ohio time) on the last day of the period. If, however, the last day of the perioddoes not fall on a Business Day, the period shall be deemed to end at 5:00 p.m. (Columbus,Ohio time) on the next Business Day. Unless otherwise provided, all references to a specifictime or date shall be in Columbus, Ohio time.

(l) Approvals, Consents and Performance by Franchisee Parties and the StateParties.

(i) Procedures. To the extent not in conflict with or inconsistent withany other provision of this Agreement, wherever the provisions of this Agreementrequire or provide for or permit an approval or consent by a Party, as applicable,of or to any action, Person, document, budget, list, plan or other mattercontemplated by this Agreement, the following provisions shall apply: (1) suchrequest for approval or consent must (A) contain or be accompanied by anydocumentation or information required for such approval or consent in reasonablysufficient detail, (B) clearly set forth the matter in respect of which such approvalor consent is being sought, (C) form the sole subject matter of the correspondencecontaining such request for the approval or consent, and (D) state clearly that suchapproval or consent is being sought; (2) such Party shall (unless such provisionprovides that such approval or consent may be unreasonably or arbitrarilywithheld, conditioned or delayed or is subject to the discretion of such Party),within such time period set forth herein (or if no time period is provided, within30 days) after the giving of a notice by the Party requesting an approval orconsent, advise that Party by notice either that it consents or approves or that itwithholds its consent or approval, in which latter case it shall set forth, inreasonable detail, its reasons for withholding its consent or approval; (3) if theresponding notice mentioned in clause (2) of this Section 1.2(l) indicates that such

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Party does not approve or consent, the requesting Party may take whatever stepsmay be necessary to satisfy the objections of the responding Party set out in theresponding notice and, thereupon, may resubmit such request for approval orconsent from time to time and the provisions of this Section 1.2(l) shall againapply until such time as the approval or consent of the responding Party is finallyobtained; and (4) if the disapproval or withholding of consent mentioned in clause(3) of this Section 1.2(l) is subsequently overruled, such approval or consent shallbe deemed to have been given on the date of the final determination of suchoverruling.

(ii) Authority of the State Parties. Wherever this Agreement providesthat an act is to be taken or performed or approval or consent is to be given by theState Parties, such act may be taken or performed or approval or consent may begiven by the Director of Budget and Management, in consultation, if applicable,with the Director of the State of Ohio agency that has such authority, andFranchisee may rely thereon in all reasonable respects.

(iii) Authority of the Franchisee Parties. Wherever this Agreementprovides that an act is to be taken or performed or approval or consent is to begiven by the Franchisee Parties, such act may be taken or performed or approvalor consent may be given by the President of Franchisee, in consultation with and,if applicable, upon the approval of, the President of JobsOhio, the Board ofDirectors of JobsOhio and/or the Board of Directors of Franchisee.

ARTICLE 2 – PURCHASE AND TRANSFER OF FRANCHISE AND ASSETS

2.1 Grant of Franchise; Transfer of Assets.

(a) Upon the terms and subject to the conditions of this Agreement, effective at theEffective Time, (i) the State Parties shall (pursuant to the express authority of Section4313.02(A) and 4313.01(D) of the ORC) (1) grant to Franchisee the Franchise for and duringthe Term, and (2) assign, transfer and otherwise convey to Franchisee or cause the relevantagency of the State of Ohio to assign, transfer, and otherwise convey to Franchisee, theTransferred Assets, free and clear of all Encumbrances (other than Permitted StateEncumbrances), for and during the Term, and (ii) Franchisee shall accept the grant,assignment, transfer and conveyance of the Franchise and each of the Transferred Assets forand during the Term.

(b) The State Parties are retaining and not selling or transferring to Franchisee, andFranchisee is not purchasing or assuming, the Retained Assets and Functions.

2.2 Liabilities.

(a) Upon the terms and subject to the conditions of this Agreement, effective at theEffective Time, Franchisee shall assume and thereafter discharge or perform as and when due,the liabilities and obligations which are set forth on Schedule II (collectively, the “AssumedLiabilities”); provided, however, that in no event shall Franchisee assume any liability orobligation under any Assigned Contract and Contract Right to the extent such liability or

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obligation arises from or relates to any breach of such Assigned Contract and Contract Rightby the State Parties prior to Closing Date.

(b) The Assumed Liabilities shall not include, and the State Parties shall performand discharge as and when due, any liabilities or obligations of the State Parties (i) withrespect to the State Parties’ obligations under this Agreement (or under any other agreementbetween the State Parties, on the one hand, and Franchisee, on the other hand), (ii) except asotherwise set forth on the Schedule of Assumed Liabilities, arising out of the operation of theLiquor Enterprise prior to the Effective Time, (iii) except for the Bond Defeasance Amount,relating to the defeasance of the Existing Liquor Enterprise Obligations, (iv) with respect tothe compensation of the State Parties’ employees, including accrued compensation prior toand through the Closing Date, and (v) with respect to State Contracts that are not AssignedContracts and Contract Rights;

2.3 Non-Assignable Assets. Notwithstanding anything set forth in this Agreement to thecontrary, no Transferred Asset shall be deemed transferred or assigned to Franchisee pursuant tothis Agreement if the attempted transfer or assignment thereof to Franchisee at the EffectiveTime, without the consent or approval of another Person, would be ineffective or constitute amaterial breach of any State Contract or a material violation of any Legal Requirement or wouldin any other way have a Material Adverse Effect on the rights of the State Parties (or Franchiseeas assignee of such Transferred Asset) and such consent or approval (or waiver thereof) is notobtained on or prior to the Effective Time. In each case, to the extent possible, pending receiptof such consent or approval (a) the beneficial interest in or to such Transferred Asset(collectively, the “Beneficial Rights”) shall in any event pass as of the Effective Time toFranchisee under this Agreement and the State Parties shall act for Franchisee in receipt of anybenefits, rights or interests received relating to the Beneficial Rights and (b) Franchisee shallassume or discharge the liabilities of the State Parties related to such Transferred Asset (to theextent such liabilities are Assumed Liabilities hereunder) for the State Parties. The Parties shalluse their commercially reasonable efforts (and bear their respective costs and liabilities), withoutpayment of any material fees, penalties or other amounts to any Person, to obtain or secure anyand all consents or approvals that may be necessary to effect the legal and valid transfer orassignment of any such Transferred Assets underlying the Beneficial Rights. The Parties shallmake or complete such assignments and transfers as soon as reasonably practicable andcooperate with each other in any other reasonable arrangement designed to provide forFranchisee the Beneficial Rights, including enforcement, at the cost and for the account ofFranchisee, of any and all rights of the State Parties against the other party to any State Contractincluded in such non-assignable Transferred Assets, and to provide for the discharge by theFranchisee of any liabilities under such Transferred Assets (to the extent such liabilities areAssumed Liabilities hereunder).

2.4 Shared Contract.If any State Contract is found to relate to the Liquor Business, on theone hand, and the Retained Assets and Functions, on the other hand (any such State Contract, a“Shared Contract”), then the Parties agree and acknowledge that, after the Closing, upon thereasonable and appropriate written request of a Party, and as promptly as commerciallypracticable, the Parties shall cooperate with each other, in all commercially reasonable respects,to create and enter into an arrangement pursuant to which either (a) Franchisee, in the case of aShared Contract that is not an Assigned Contract or (b) the State Parties, in the case of a Shared

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Contract that is an Assigned Contract, may receive its share of the material rights and benefitsand assume, discharge and indemnify for its proportionate share of the obligations under, suchShared Contract. Each of the Parties agrees and acknowledges that if it is not commerciallyreasonable, appropriate or practical to create and enter into such arrangement, no Party shall beliable to any other Party pursuant to the terms of this Section 2.4.

2.5 Rights in Assigned Contracts and Contract Rights.To the extent an Assigned Contractand Contract Right relates to a liability not included within the Assumed Liabilities, Franchiseewill cooperate with the State Parties, in all commercially reasonable respects, to create and enterinto an arrangement pursuant to which the State Parties will receive substantially all of thematerial rights and benefits from such Assigned Contracts and Contract Rights with respect tosuch liability not included within the Assumed Liabilities. Franchisee shall not be required tomake any material change to the Liquor Business, expend any material funds or incur any othermaterial burden, liability or loss in order to comply with its obligations set forth in this Section2.5.

2.6 Allocation.Within 120 days after the Closing, the Parties may establish a mutuallyagreeable allocation of the Transfer Consideration (and all other capitalizable costs) among theFranchise and Transferred Assets for all purposes related to this Agreement and the LiquorBusiness. The Parties agree that such allocation will be reflected by Franchisee on InternalRevenue Service Form 8594 and that all Parties will file any Tax returns consistent with suchallocation.

2.7 Interim Operations.Notwithstanding anything to the contrary in this Agreement or theDLC Services Agreement, the DLC shall retain and operate the Interim Assets as provided in thisSection 2.7 and otherwise in the Ordinary Course of Business through and including theexpiration date of any Tax that is being levied under ORC Section 307.697 as of the EffectiveDate (the “Tax Expiration Date”). Between the Closing Date and the first day immediatelyfollowing the Tax Expiration Date, Franchisee will, without cost to the DLC, deliver SpirituousLiquor inventory to the Interim Agency Stores in amounts sufficient for their operation in theOrdinary Course of Business. DLC will take and retain title to such Spirituous Liquor inventoryuntil it is sold. The risk of loss to such inventory will be borne by Franchisee’s transportationcarriers or the Interim Agency Store, as applicable. The DLC will, without cost to Franchisee,cause the Interim Agency Stores to deliver directly to Franchisee all of the gross revenue andapplicable Tax receipts representing the sale of such Spirituous Liquor inventory at the InterimAgency Stores. Such receipts shall become the property of Franchisee immediately upon receipt.On the first day immediately following the Tax Expiration Date, DLC shall convey all of theInterim Assets to Franchisee without additional consideration (whereupon they shall becomeTransferred Assets) and the obligations of the Parties under this Section 2.7 shall cease.

ARTICLE 3 – CONSIDERATION

3.1 Total Consideration. The aggregate consideration payable to the State Parties byFranchisee shall be the sum of: (a) $500,000,000, adjusted as provided in Section 3.4, plus (b)the Bond Defeasance Payment, plus (c) the Legacy Commitment Amount, plus (d) the StateTransaction Expense Amount, plus (e) the Deferred Payments (as and if applicable), plus (f) theassumption of the Assumed Liabilities (collectively, “Transfer Consideration”).

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3.2 Closing Date Payments. At the Closing, Franchisee will pay or cause to be paid, to or asdirected by the State Parties, by wire transfer of immediately available funds in accordance withthe Payment Instructions:

(a) cash equal to the sum of: (i) $500,000,000, minus (ii) an amount equal to theWorking Capital Holdback Amount, plus (iii) the Legacy Commitment Amount; and

(b) the Bond Defeasance Payment.

3.3 Unpaid Charges. Except to the extent included in Working Capital, any amounts owedby DLC to any Person for Taxes, expenses and other charges (a) for which DLC is directly orindirectly responsible, (b) which relate to the Liquor Enterprise (other than expenses and othercharges incurred in connection with Regulatory Functions (which shall be paid in full by theState Parties)) for any period that begins before and ends after the Effective Time, and (c) whichare unpaid as of the Effective Time (“Unpaid Charges”), shall be prorated between the StateParties and Franchisee on a daily basis, provided, however, that appropriate adjustments shall bemade to reflect specific Unpaid Charges that can be identified and specially allocated asoccurring on or before the Effective Time (in which case the State Parties will be responsible forany such specifically allocated Unpaid Charges) or occurring after the Closing Date (in whichcase Franchisee will be responsible for any such specifically allocated Unpaid Charges. TheState Parties will be responsible for all such Unpaid Charges allocable to the time period prior tothe Effective Time, and Franchisee will be responsible for the payment of all such UnpaidCharges allocable to the time period after the Effective Time. The State Parties and Franchiseecovenant and agree that all such Unpaid Charges (unless subject to good faith dispute) shall bepaid in full by either the State Parties or Franchisee, as the case may be, within sufficient time toprevent any taxing agency or other creditor from making any claim for or on account of theLiquor Business. If either the State Parties or Franchisee pays any such Unpaid Charges in fullin accordance with the preceding sentence, then the other Party shall promptly reimburse thepaying Party for its pro rata portion of such unpaid charges (if applicable) to the paying Partyupon receipt of written notice of the existence and amount of any such payment from the payingParty.

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3.4 Post-Closing Adjustments.

(a) Within 60 days after the Closing Date, Franchisee shall prepare and deliver toeach State Party a statement (the “Draft Working Capital Statement”) setting forthFranchisee’s good faith calculation of the actual Working Capital delivered by the StateParties to Franchisee at the Closing (the “Actual Delivered Working Capital”). Solely for thepurposes of calculating Working Capital as provided in this Section 3.4, Interim Assets will betreated as Transferred Assets. After delivery of the Draft Working Capital Statement,Franchisee shall make its internal work papers related to its preparation of the Draft WorkingCapital Statement available to the State Parties and their accountants, during normal businesshours, and shall cause the personnel of the Franchisee Parties to be reasonably available toassist, and otherwise reasonably cooperate with, the State Parties in their review of the DraftWorking Capital Statement.

(b) If either (i) the State Parties accept the calculation of Actual Delivered WorkingCapital set forth in the Draft Working Capital Statement, or (ii) the State Parties do not deliverto Franchisee, within 45 days after receiving the Draft Working Capital Statement, a writtennotice stating their objection and setting forth their calculation of the Actual DeliveredWorking Capital (“Objection Notice”), then the calculation of Actual Delivered WorkingCapital set forth in the Draft Working Capital Statement shall become final and binding uponthe State Parties and Franchisee.

(c) If the State Parties deliver an Objection Notice to Franchisee, then Franchiseeand the State Parties shall use their reasonable good faith efforts to resolve and finallydetermine the Actual Delivered Working Capital. If the Parties do not reach a final resolutionas to the amount of the Actual Delivered Working Capital within 30 days of the date of theObjection Notice, then Franchisee and the State Parties shall jointly engage an independent,nationally recognized, accounting firm (if required, then subject to approval by the OhioAuditor of State) (the “Independent Accountant”), which Independent Accountant shalldetermine the amount of the Actual Delivered Working Capital. The Independent Accountantshall be instructed to use every reasonable effort to perform its services and to issue a writtendetermination of the Actual Delivered Working Capital within 30 days after submission of thedispute to it, and in any case, as soon as practicable after such submission. The Parties shallpromptly furnish or cause to be furnished, such work papers and other documentation andinformation related to the dispute as the Independent Accountant may reasonably request. Thedetermination of any such Independent Accountant shall be set forth in writing and shall befinal and binding upon the State Parties and Franchisee.

(d) If Franchisee and the State Parties submit any dispute to an IndependentAccountant for resolution as provided in Section 3.4(c), the fees and costs of the IndependentAccountant shall be borne by the State Parties and Franchisee in the same proportion as the netrespective differences between (i) the amount of Actual Delivered Working Capital submittedby each of them to the other pursuant to Sections 3.4(a) and 3.4(b) and (ii) the ActualDelivered Working Capital amount determined by the Independent Accountant. For example,if the Actual Delivered Working Capital submitted by State Parties is $2,000,000 and theActual Delivered Working Capital submitted by the Franchisee is $1,000,000 and the ActualDelivered Working Capital determined by the Independent Accountant is $1,200,000 then

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State Parties will bear 80% and the Franchisee will bear 20% of the fees and costs of theIndependent Accountant. In addition to the portion of the costs of the Independent Accountantborne by it, each Party shall be responsible for costs, charges and expenses incurred by it inconnection with and incidental to the determination of Actual Delivered Working Capital.

(e) Following the final determination of Actual Delivered Working Capitalpursuant to Section 3.4(b) or 3.4(c) (as applicable):

(i) If the Actual Delivered Working Capital exceeds the EstimatedWorking Capital by an amount greater than $5,000,000 (such excess amount, the“Excess Amount”), then within three Business Days following the finaldetermination of Actual Delivered Working Capital, Franchisee shall pay theState Parties an amount equal to the sum of (A) the Excess Amount, plus (B) theWorking Capital Holdback Amount by wire transfer of immediately availablefunds.

(ii) If the Estimated Working Capital exceeds the Actual DeliveredWorking Capital by an amount greater than $5,000,000 (such excess amount, the“Shortfall Amount”), then within three business days following the finaldetermination of Actual Delivered Working Capital, Franchisee shall (A) beentitled to retain an amount of the Working Capital Holdback Amount equal tothe Shortfall Amount; (B) if the Shortfall Amount exceeds the Working CapitalHoldback Amount, then Franchisee shall receive a credit against future amountsdue under the DLC Services Agreement equal to such excess in addition to theamount provided in clause (A); and (C) if the Shortfall Amount is less than theWorking Capital Holdback Amount, Franchisee shall remit the balance to theState Parties.

(iii) In all other cases, Franchisee shall within three Business Days paythe State Parties an amount equal to the Working Capital Holdback Amount.

3.5 Deferred Payments.

(a) Subject to the terms of this Section 3.5, Franchisee shall, on an annual basisbeginning with the Fiscal Year following the Closing Date, pay to OBM (on behalf of theState Parties and pursuant to the payment instructions of the Director of OBM), a cashpayment (the “Deferred Payment”) in an amount (“Deferred Payment Amount”) calculated asfollows:

(i) if the Liquor Business Profits for a Fiscal Year are less than orequal to the Base Franchise Profits for the corresponding Fiscal Year, then theamount of the Deferred Payment shall be zero; or

(ii) if the Liquor Business Profits for a Fiscal Year are greater than theBase Franchise Profits for such Fiscal Year, then the amount of the DeferredPayment shall be 75% of the amount by which the Liquor Business Profits exceedthe Base Franchise Profits for such Fiscal Year.

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(iii) If for any reason Franchisee holds the Franchise for less than a fullFiscal Year, then for purposes of calculation of the Deferred Payment for suchFiscal Year, the Base Franchise Profits shall be pro-rated based on the totalnumber of days that the Franchisee held the Franchise for such partial Fiscal Year.

(b) No later than 30 days after Franchisee receives its unaudited financialstatements for the Liquor Business for a Fiscal Year, and in any event no later than 60 daysfollowing the close of such Fiscal Year, Franchisee will (i) deliver to each State Party a copyof such unaudited financial statements, and together with Franchisee’s written statement(“Deferred Payment Notice”) setting forth, in reasonable detail, the Franchisee’s calculation ofthe Deferred Payment Amount corresponding to such Fiscal Year based upon the LiquorBusiness Profits shown in the unaudited financial statements for such Fiscal Year, and (ii) paythe full amount of the Deferred Payment Amount shown on its Deferred Payment Notice tothe State Parties. Any additional balance due to the State Parties after a final determination ofthe Deferred Payment Amount pursuant to Section 3.5(e) shall be paid by Franchisee inaccordance with Section 3.5(g).

(c) If the State Parties agree with the Deferred Payment Amount set forth in theDeferred Payment Notice, the State Parties shall notify Franchisee in writing of theiracceptance (“Acceptance Notice”), and upon receipt of such Acceptance Notice, suchDeferred Payment Amount shall be deemed to be the final and binding Deferred PaymentAmount payable to the State Parties hereunder.

(d) If the State Parties disagree with the Deferred Payment Amount set forth in theDeferred Payment Notice, the State Parties shall deliver a written notice, stating theirobjection and setting forth their calculation of the Deferred Payment Amount (a “DisputeNotice”), to Franchisee no later than 30 days after receipt of the Deferred Payment Notice. Ifthe State Parties deliver a timely Dispute Notice to Franchisee, then Franchisee and the StateParties shall use their reasonable good faith efforts to resolve their disagreement anddetermine a final Deferred Payment Amount.

(e) If the State Parties and Franchisee are unable to agree upon a final DeferredPayment Amount within 30 days after delivery of a Dispute Notice, any Party may elect, bywritten notice to the other Parties, to have the Independent Accountant assist in the resolutionof such disagreement. The Independent Accountant shall address only that portion of theDeferred Payment Amount that remains in dispute and may not set the final Deferred PaymentAmount at an amount greater than the highest amount claimed by any Party or an amount lessthan the lowest amount claimed by any Party. The Independent Accountant will determine thefinal Deferred Payment Amount for the applicable Fiscal Year. The Independent Accountantshall be instructed to use every reasonable effort to perform its services and to prepare awritten report within 30 days after submission of the disagreement to it, and in any case, assoon as practicable after such submission. The fees and costs of the Independent Accountantshall be borne by the State Parties and Franchisee in the same proportion as the net respectivedifferences between (i) the Deferred Payment Amount notified by each of them to the otherpursuant to Sections 3.5(b) and 3.5(d) and (ii) the final Deferred Payment Amount for theapplicable Fiscal Year determined by the Independent Accountant. In addition to its portionof the costs of the Independent Accountant, each Party shall be responsible for all the other

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costs, charges and expenses incurred by it in connection with and incidental to the matters.The Independent Accountant’s determination of the Deferred Payment Amount shall be finaland binding upon the State Parties and Franchisee and shall be deemed to be the DeferredPayment Amount payable to the State Parties hereunder.

(f) If the State Parties do not deliver an Acceptance Notice or a Dispute Notice toFranchisee within 30 days after receipt of the Deferred Payment Notice, then Franchisee mustpersonally notify each of the Director of Budget and Management and the Director ofCommerce (either in-person or by a telephone conversation) of the failure of the State Partiesto respond to the Deferred Payment Notice delivered by Franchisee. If either Directorrequests an extension of time for the State Parties to respond, the time period for delivery of anAcceptance Notice or a Dispute Notice shall be extended by 15 days. If upon the expiration ofsuch 15-day extension period, the State Parties have not delivered an Acceptance Notice or aDispute Notice to Franchisee, then the Deferred Payment Amount set forth in the DeferredPayment Notice shall be deemed to be the final and binding Deferred Payment Amountpayable to the State Parties hereunder.

(g) No later than 10 days after any Deferred Payment Amount is finally determinedpursuant to Section 3.5(c), (e), or (f) and deemed to be the Deferred Payment Amount due tothe State Parties hereunder, (i) Franchisee shall pay any additional balance due with respect tosuch Deferred Payment Amount as instructed by the Director of Budget and Management inwriting or (ii) if it is determined that Franchisee has made an overpayment to the State Parties,the State Parties shall credit such overpayment against any amounts owed by the Franchisee tothe State Parties hereunder.

(h) Notwithstanding anything contained herein to the contrary, any DeferredPayment with respect to a Fiscal Year shall be payable by Franchisee from Liquor BusinessProfits and subordinated to Ordinary Course Costs and Expenses due and payable, RequiredPayments due in the current Fiscal Year and related payments necessary to replenish reservefunds, but senior in payment to any Other Commitments and the right of Franchisee to receiveLiquor Business Profits. If, for any period of time, the payment of any Deferred Payment isblocked in accordance with the contractual rights of holders of the Obligations, the amount ofsuch Deferred Payment shall bear simple interest, from and including the date the same firstbecomes due and payable through and including the date actually paid, at an annual rate equalto the Applicable Rate in effect on the date such Deferred Payment first becomes due andpayable. Notwithstanding anything contained in this Agreement or any other agreementrelated to the Obligations, in no event will the remedies available to the State Partieshereunder (or the right of the State Parties to exercise such remedies) upon the occurrence of aFranchisee Default be blocked, prohibited or delayed in any manner.

3.6 Revitalization Program.

(a) JobsOhio shall establish and implement a program (the “RevitalizationProgram”) for the funding of revitalization purposes as defined in Sections 2o and 2q ofArticle VIII of the Ohio Constitution (the “Revitalization Purposes”). For its RevitalizationProgram JobsOhio shall, in consultation with the State Parties, establish a selection processincluding selection criteria for projects involving Revitalization Purposes (the Revitalization

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Projects). JobsOhio may contract with the DOD for administrative support and servicing ofthe Revitalization Program.

(b) JobsOhio will commit to select up to $43 million of Revitalization Projectsannually commencing on the Closing Date; provided, however, that (i) the RevitalizationProjects selected for funding shall be consistent with the then-current selection criteriaestablished by JobsOhio for the Revitalization Program, and (ii) shall be funded solely out ofthe General Purpose Fund (created under and as defined in the Master Trust Indenture), takinginto account existing and projected resources and other existing and projected financialcommitments of the General Purpose Fund.

3.7 Transaction Expenses. The Franchisee Parties shall promptly reimburse, pay to theState, or pay as directed by the State, the State Transaction Expense Amount within 10 days ofreceipt of OBM’s certification of the State Transaction Expense Amount, provided that OBMshall deliver its certification of the State Transaction Expense Amount to the Franchisee Partiesno later than 60 days after Closing.

ARTICLE 4 - CLOSING AND DELIVERIES

4.1 The Closing. The closing of the Contemplated Transactions (the “Closing”) shall takeplace at the offices of Squire Sanders (US) LLP, in Columbus, Ohio, commencing on such dateand at such time as the Parties mutually determine (the “Closing Date”).

4.2 Effective Time. The Contemplated Transactions shall be effective as of 12:01 a.m. localtime on the Closing Date, or such other time as the Parties may agree (the “Effective Time”).

4.3 Deliveries at the Closing. At the Closing, (a) the State Parties will deliver to Franchiseethe various certificates, instruments, and documents referred to in ARTICLE 11; (b) theFranchisee Parties will deliver to the State Parties the various certificates, instruments, anddocuments referred to in ARTICLE 12; (c) each Party shall execute, acknowledge (ifappropriate), and deliver to the other Parties such additional instruments of sale, transfer,conveyance and assignment as any Party and its counsel may reasonably request; (d) each Partyshall execute, acknowledge (if appropriate), and deliver to the other Parties the Bill of Transfer,the Assignment and Assumption Agreement, the DLC Services Agreement and the TransactionDocuments to which it is a party; and (e) Franchisee will make all of the Closing Date paymentsspecified in Section 3.2 pursuant to the flow of funds and wire transfer instructions provided inwriting to Franchisee by the State Parties (such instructions, the “Payment Instructions”).

ARTICLE 5 - OPERATION OF THE LIQUOR FRANCHISE

5.1 Generally. Subject to Sections 5.2 and 5.3, Franchisee shall, at all times during the Term(a) be responsible for all aspects of the Liquor Business and shall cause the Liquor Business tobe operated in accordance with the provisions of this Agreement and applicable LegalRequirements and (b) pay or cause to be paid all costs and expenses relating to the operation ofthe Liquor Business as and when the same are due and payable. Notwithstanding the foregoing,any function or responsibility of Franchisee may be performed for Franchisee by the DLC if soperformed under and in accordance with the terms and conditions of the DLC ServicesAgreement.

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5.2 Regulatory Functions. For the avoidance of doubt, the Regulatory Functions are not apart of the Liquor Business, are not being transferred to Franchisee or franchised pursuant to thisAgreement, are not being performed for Franchisee as a service under the DLC ServicesAgreement, and shall be paid for exclusively by the DLC. The DLC shall at all times be solelyresponsible for all aspects of the management and performance of the Regulatory Functions,without any instruction from, consultation with or reliance upon Franchisee.

5.3 Statutory Merchandising Functions. The DLC shall at all times be solely responsiblefor all aspects of the management and performance of the Statutory Merchandising Functions.Notwithstanding the foregoing, Franchisee (a) shall receive the benefit of the DLC’sperformance of Statutory Merchandising Functions as a service provided to Franchisee under theDLC Services Agreement, (b) shall have the right to make recommendations to the DLCconcerning the DLC’s performance of the Statutory Merchandising Functions in accordance withthe DLC Services Agreement and (c) shall bear all costs and expenses of the StatutoryMerchandising Functions as performed by the DLC in accordance with the terms of the DLCServices Agreement.

ARTICLE 6 - DLC REPRESENTATIONS ANDWARRANTIES.

The DLC represents and warrants to Franchisee that the statements contained in thisARTICLE 6 are correct and complete as of the date of this Agreement and will be correct andcomplete as of the Closing Date (as though made then and as though the Closing Date weresubstituted for the date of this Agreement throughout this ARTICLE 6).

6.1 Organization and Authority. The DLC is comprised of two divisions of theDepartment of Commerce, a department of the State of Ohio, duly created and existing underand by virtue of the Constitution (the “Constitution”) and the laws of the State of Ohio, and hasfull power and authority thereunder and under the JobsOhio Act to: (a) enter into this Agreementand each of the Transaction Documents to which it is a party; (b) subject to the satisfaction of thecondition in Section 11.4, consummate the Contemplated Transactions; and (c) perform itsobligations under and as contemplated by this Agreement and the Transaction Documents towhich it is a party. This Agreement has been, and each of the Transaction Documents to whichthe DLC is a party will be, duly executed and delivered by the DLC, and constitutes, or in thecase of each of the Transaction Documents to which it is a party, will constitute, when delivered,the valid and legally binding obligations of the State Parties and the DLC, enforceable inaccordance with their respective terms and conditions.

6.2 Non-contravention. The execution, delivery and performance of this Agreement and theother Transaction Documents to which DLC is or will be a party, and the consummation of theContemplated Transactions by it, do not as of the date hereof and will not as of the Closing Date(a) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling,charge, or other restriction of any Governmental Authority to which the DLC, the Franchise orthe Transferred Assets are subject or (b) conflict with, result in a breach of, constitute a defaultunder, result in the acceleration of, create in any Person the right to accelerate, terminate,modify, or cancel, or require any notice or consent under any agreement, contract, lease, license,instrument, note, resolution, indenture, loan agreement, trust agreement, mortgage, deed of trustor other agreement or instrument to which the DLC is a party or by which the Liquor Enterprise

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is bound or to which any of the Transferred Assets is subject (or result in the imposition of anyEncumbrance (other than Permitted State Encumbrances) upon any of its assets). The DLC isnot required to give any notice to, make any filing with, or obtain any authorization, consent, orapproval of any Person in order for the DLC to consummate the Contemplated Transactionsother than the approval of the DLC Services Agreement and the DOD Agreement by theControlling Board, which approval will be obtained as of Closing.

6.3 Advisors’ Fees. Other than the retention of Public Financial Management, Inc. to act asfinancial advisor to the State of Ohio in connection with the Contemplated Transactions, the feefor which is included in the State Transaction Expense Amount, neither of the State of Ohio northe DLC or any of their respective officers and agents have incurred, and will not incur, anyliability or obligation, contingent or otherwise, to pay fees, commissions or similar payments toany broker, finder, or agent with respect to the Contemplated Transactions.

6.4 Title to Assets. The DLC has good and marketable title to the Transferred Assets andthe Franchise, free and clear of any Encumbrances or restriction on transfer (other than theExisting Liquor Enterprise Obligations, which will be legally defeased on the Closing Date, andthe Permitted State Encumbrances).

6.5 Financial Statements. The DLC has made available to Franchisee the unauditedfinancial statements of the DLC for Fiscal Years ended June 30 in each of 2007, 2008, 2009,2010, 2011, and 2012 (the “Most Recent Fiscal Year End”, subject to Section 11.1, with suchfinancial statements, collectively, including the related notes and schedules, the “Year-EndFinancial Statements”, and together with the Interim Financial Statements, the “FinancialStatements”). The balance sheet of the DLC as of December 31, 2011 (which is included in theInterim Financial Statements) and the methodology used to calculate the Working Capital of theLiquor Enterprise as of such date are set forth on Schedule VI hereto. The Financial Statementshave been prepared on a modified accrual basis throughout the periods covered thereby andpresent fairly, in all material respects, the financial condition of the DLC as of such dates and theresults of operations of the DLC for such periods; provided, however, that the Interim FinancialStatements are subject to normal year-end adjustments (which will not be material individuallyor in the aggregate) and lack footnotes and other presentation items.

6.6 Assigned Contracts and Contract Rights. With respect to each Assigned Contract andContract Right: (a) the contract is legal, valid, binding, enforceable and in full force and effect;(b) the contract will be legal, valid, binding, enforceable and in full force and effect immediatelyfollowing the Closing; (c) no party is in material breach or default, and, to the knowledge of theState Parties, no event has occurred which with notice or lapse of time would constitute amaterial breach or default, or permit termination, material modification or acceleration, under thecontract; and (d) no party has repudiated any provision of the contract. Since the Most RecentFiscal Year End, no Person has given oral or written notice of intent to terminate, discontinue orbreach any such agreement. A true and accurate list of all Agency Stores has been provided byDLC to Franchisee and each such Agency Store has executed a DLC-approved form of anAgency Contract. DLC has previously provided copies of each of the forms of the AgencyContracts in effect as of the date hereof to the Franchisee.

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6.7 Notes and Accounts Receivable. All notes and accounts receivable of DLC arereflected properly on their books and records, are valid receivables subject to no setoffs orcounterclaims, are current and collectible, and will be collected in accordance with their terms attheir recorded amounts, as adjusted for operations and transactions through the Closing Date inaccordance with the past custom and practice of the DLC, as applicable.

6.8 Insurance. The DLC is self-insured with respect to the Liquor Enterprise. The agencyperformance bonds issued by Agency Stores under the terms of their Agency Contracts (suchbonds, the “Agency Store Bonds”) are issued for the benefit of the DLC in accordance withLegal Requirements. A listing of the bond coverage amounts for each Agency Store has beenpreviously provided to Franchisee, which listing is current as of the date indicated thereon.

6.9 Compliance with Legal Requirements. The DLC has operated and is operating theLiquor Enterprise in compliance, in all material respects, with all applicable Legal Requirementsand the DLC is not in material breach of any applicable Legal Requirement that would have aMaterial Adverse Effect on the operations of the Liquor Enterprise.

6.10 Litigation. The DLC has provided Franchisee with a complete and accurate descriptionof each instance in which the DLC (a) is subject to any outstanding injunction, judgment, order,decree, ruling, or charge related to the Liquor Enterprise; or (b) is a party to any action, suit,proceeding, hearing, or investigation of, in, or before any court or quasi-judicial oradministrative agency of any federal, state, local, or foreign jurisdiction or before any arbitratorrelated to the Liquor Enterprise.

6.11 Inventory. All inventories held by the Liquor Enterprise are valued on the FinancialStatements at the lower of cost or market. Such inventories consist of a quantity and qualityusable and saleable in the Ordinary Course of Business, subject to reasonable reserves.

ARTICLE 7 - OBM REPRESENTATIONS ANDWARRANTIES

The OBM represents and warrants to Franchisee that the statements contained in thisARTICLE 7 are correct and complete as of the date of this Agreement and will be correct andcomplete as of the Closing Date (as though made then and as through the Closing Date weresubstituted for the date of this Agreement throughout this ARTICLE 7).

7.1 Organization and Authority. The OBM is a department of the State of Ohio, dulycreated and existing under and by virtue of the Constitution and the laws of the State of Ohio,and has full power and authority thereunder and under the JobsOhio Act to: (a) enter into thisAgreement and each of the Transaction Documents to which it is a party; (b) subject to thesatisfaction of the condition in Section 11.4, consummate the Contemplated Transactions; and (c)perform its obligations under and as contemplated by this Agreement and the TransactionDocuments to which it is a party. This Agreement has been, and each of the TransactionDocuments to which the OBM is a party will be, duly executed and delivered by the Director ofBudget and Management, and constitutes, or in the case of each of the Transaction Documents towhich it is a party, will constitute, when delivered, the valid and legally binding obligations ofthe State of Ohio and the OBM, enforceable in accordance with their respective terms andconditions.

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7.2 Non-contravention. The execution, delivery and performance of this Agreement and theother Transaction Documents to which the OBM is or will be a Party, and the consummation ofthe Contemplated Transactions by it, do not, as of the date hereof, and will not, as of the ClosingDate, (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree,ruling, charge, or other restriction of any Governmental Authority to which the OBM is subjector (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of,create in any Person the right to accelerate, terminate, modify, or cancel, or require any notice orconsent under any agreement, contract, lease, license, instrument, note, resolution, indenture,loan agreement, trust agreement, mortgage, deed of trust or other agreement or instrument towhich the OBM is a party or by which the OBM is bound or to which any of the assets of theOBM is subject (or result in the imposition of any Encumbrance upon any of its assets). TheOBM does not need to give any notice to, make any filing with, or obtain any authorization,consent, or approval of any Person in order for the OBM to consummate the ContemplatedTransactions other than the approval of the DLC Services Agreement and the DOD Agreementby the Controlling Board, which approval will be obtained as of Closing.

7.3 Advisors’ Fees. Other than the retention of Public Financial Management, Inc. to act asfinancial advisor to the State of Ohio in connection with the Contemplated Transactions, the feefor which is included in the State Transaction Expense Amount, neither the State of Ohio nor theOBM and their respective officers and agents have incurred, and will not incur, any liability orobligation, contingent or otherwise, to pay fees, commissions or similar payments to any broker,finder, or agent with respect to the Contemplated Transactions.

7.4 Compliance with Legal Requirements. To the knowledge of the OBM, the DLC hasoperated and is operating the Liquor Enterprise in compliance, in all material respects, with allapplicable Legal Requirements and the DLC is not in breach of any applicable LegalRequirement that would have a Material Adverse Effect on the operations of the LiquorEnterprise.

ARTICLE 8 - FRANCHISEE REPRESENTATIONS ANDWARRANTIES

Franchisee represents and warrants to the State Parties that the statements contained inthis ARTICLE 8 are correct and complete as of the date of this Agreement and will be correctand complete as of the Closing Date (as though made then and as though the Closing Date weresubstituted for the date of this Agreement throughout this ARTICLE 8).

8.1 Organization of Franchisee; Tax Exemption. Franchisee is a nonprofit corporationduly incorporated, validly existing, and in good standing under the laws of the State of Ohio andduly qualified under Section 501(c)(3) of the Code. Franchisee is exempt from federal incomeTax under Section 501(a) of the Code as an organization described in Section 501(c)(3) of theCode (except for any unrelated business income tax imposed pursuant to Section 511 of theCode).

8.2 Franchisee Governance Documents. True and correct copies of the OrganizationalDocuments, the Franchisee’s conflicts of interest policies, and other ethical or corporate policiesadopted by Franchisee were delivered to the State Parties prior to the date of this Agreement.

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Franchisee’s conduct, as of Closing and at all times prior thereto, has been in materialcompliance with the documents delivered pursuant to the first sentence of this Section 8.2.

8.3 Authority. Franchisee has all requisite corporate power and authority to own, lease andoperate the properties and assets it now owns, leases or operates and to carry on its business aspresently conducted. Immediately after the Effective Time, no portion of the Liquor Businesswill be owned or conducted by any parent, subsidiary or affiliate of Franchisee that is not a partyto this Agreement.

8.4 Parent, Subsidiaries and Affiliates. JobsOhio is the sole member of Franchisee andFranchisee has no subsidiaries, ownership or other beneficial interests in any other Person.

8.5 Authorization of Transaction. Franchisee has full power and authority (including fullcorporate power and authority) to execute and deliver this Agreement and the TransactionDocuments to which Franchisee is a party to perform its obligations hereunder and thereunder,and to consummate the Contemplated Transactions. This Agreement constitutes, and each of theTransaction Documents to which it is a party will constitute, when delivered, the valid andlegally binding obligation of Franchisee, enforceable in accordance with their respective termsand conditions. The execution, delivery and performance of this Agreement and the otherTransaction Documents to which it is a party have been duly authorized by Franchisee’s board ofdirectors.

8.6 Non-contravention. The execution, delivery and performance of this Agreement and theother Transaction Documents to which Franchisee is a party, and the consummation of theContemplated Transactions by it, do not, as of the date hereof, and will not, as of the ClosingDate, (a) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree,ruling, charge, or other restriction of any Governmental Authority to which Franchisee or itsbusiness is subject or (b) conflict with, result in a breach of, constitute a default under, result inthe acceleration of, create in any Person the right to accelerate, terminate, modify, or cancel, orrequire any notice under any agreement, contract, lease, license, instrument, or otherarrangement to which Franchisee is a party or by which it is bound or to which any of its assetsare subject. Franchisee does not need to give any notice to, make any filing with, or obtain anyauthorization, consent, or approval of any Person in order for the Parties to consummate theContemplated Transactions, other than the approval of the DLC Services Agreement and theDOD Agreement by the Controlling Board, which approval will be obtained as of Closing.

8.7 Compliance with Legal Requirements; Litigation.

(a) Since the date of its formation, Franchisee has operated, and it is currentlyoperating, in compliance, in all material respects, with all applicable Legal Requirements.

(b) Franchisee has provided the State Parties with a complete and accuratedescription of each instance in which the Franchisee (i) is subject to any outstandinginjunction, judgment, order, decree, ruling, or charge related to the ContemplatedTransactions; or (ii) is a party to any action, suit, proceeding, hearing, or investigation of, in,or before any court or quasi-judicial or administrative agency of any federal, state, local, orforeign jurisdiction or before any arbitrator related to the Contemplated Transactions.

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(c) Other than with respect to the Contemplated Transactions, there is not now andhas not been any action, suit or proceeding, at law or in equity related to Franchisee’soperations or business, as conducted prior to the Closing.

8.8 Ability to Perform at Closing. Franchisee has, as of the Closing, the ability totransition, operate, and perform its duties under this Agreement and the Transaction Documentsto which it is a party without material disruption to the contemplated operations of the LiquorBusiness. As used in the previous sentence, “material disruption” does not include such minordisruptions historically experienced by DLC, both in quality and quantity.

8.9 Brokers’ and Advisors’ Fees. Franchisee has no liability or obligation, contingent orotherwise, to pay any fees, commissions or similar payments to any broker, finder, or agent withrespect to the Contemplated Transactions for which the State Parties could become liable orobligated.

8.10 Business Operations. As of the Closing, Franchisee is not engaged in any business,activities or operations other than the Permitted Transitional Activities or business, activities oroperations related to the Liquor Business. Franchisee has provided the State Parties with copiesof all agreements pursuant to which the Permitted Transitional Activities are being conducted,and it is not a party to any other contractual arrangements other than those directly related to theLiquor Business or the Permitted Transitional Activities.

ARTICLE 9 - JOBSOHIO REPRESENTATIONS ANDWARRANTIES

JobsOhio represents and warrants to the State Parties that the statements contained in thisARTICLE 9 are correct and complete as of the date of this Agreement and will be correct andcomplete as of the Closing Date (as though made then and as though the Closing Date weresubstituted for the date of this Agreement throughout this ARTICLE 9).

9.1 Organization of JobsOhio; Tax Exemption. JobsOhio is a nonprofit corporation dulyincorporated, validly existing, and in good standing under the laws of the State of Ohio.JobsOhio is an exempt organization within the meaning of Section 501(c)(4) of the Code andexempt from federal income tax under Section 501(a) of the Code as an organization describedin Section 501(c)(4) of the Code (except for any unrelated business income tax imposed pursuantto Section 511 of the Code).

9.2 JobsOhio Governance Documents. True and correct copies of the OrganizationalDocuments, the JobsOhio Conflicts of Interests Policy, and other ethical other corporate policiesadopted by JobsOhio were delivered to the State Parties prior to the date of this Agreement.JobsOhio’s conduct, as of Closing and at all times prior thereto, has been in compliance with thedocuments delivered pursuant to the first sentence of this Section 9.2.

9.3 Authority. JobsOhio has all requisite corporate power and authority to own, lease andoperate the properties and assets it now owns, leases or operates and to carry on its business aspresently conducted. Immediately after the Effective Time, no portion of the Liquor Businesswill be owned or conducted by a subsidiary or affiliate of JobsOhio that is not a party to thisAgreement.

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9.4 Ownership. JobsOhio is the sole member of Franchisee and has the sole power to electthe directors of Franchisee. No other Person has the right to elect the directors of Franchisee orotherwise control the actions of Franchisee, and JobsOhio will not enter into any agreement orarrangement with any other Person that would or could have the effect of resulting in any Personother than JobsOhio becoming a member of Franchisee or otherwise having the right to controlthe actions of Franchisee.

9.5 Authorization of Transaction. JobsOhio has full power and authority (including fullcorporate power and authority) to execute and deliver this Agreement and the TransactionDocuments to which it is a party, to perform its obligations hereunder and thereunder and toconsummate the Contemplated Transactions. This Agreement constitutes, and each of theTransaction Documents to which JobsOhio is a party will constitute, when delivered, the validand legally binding obligation of JobsOhio, enforceable in accordance with their respective termsand conditions. The execution, delivery and performance of this Agreement and the otherTransaction Documents to which JobsOhio is a party have been duly authorized by JobsOhio’sboard of directors.

9.6 Non-contravention. The execution, delivery and performance of this Agreement and theother Transaction Documents to which JobsOhio is a party, and the consummation of theContemplated Transactions by it, do not, as of the date hereof, and will not, as of the ClosingDate, (a) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree,ruling, charge, or other restriction of any Governmental Authority to which JobsOhio or itsbusiness is subject or (b) conflict with, result in a breach of, constitute a default under, result inthe acceleration of, create in any Person the right to accelerate, terminate, modify, or cancel, orrequire any notice under any agreement, contract, lease, license, instrument, or otherarrangement to which JobsOhio is a party or by which it is bound or to which any of its assets aresubject. JobsOhio does not need to give any notice to, make any filing with, or obtain anyauthorization, consent, or approval of any Person in order for the Parties to consummate theContemplated Transactions, other than the approval of the DLC Services Agreement and theDOD Agreement by the Controlling Board, which approval will be obtained as of Closing.

9.7 Compliance with Legal Requirements; Litigation.

(a) Since the date of its formation, JobsOhio has operated, and it is currentlyoperating, in compliance, in all material respects, with all applicable Legal Requirements.

(b) JobsOhio has provided the State Parties with a complete and accuratedescription of each instance in which JobsOhio (i) is subject to any outstanding injunction,judgment, order, decree, ruling, or charge related to its operations or business; or (ii) is a partyto any action, suit, proceeding, hearing, or investigation of, in, or before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or beforeany arbitrator related to its operations or business.

9.8 Ability to Perform at Closing. As of the Closing, JobsOhio has the ability to performits duties under the Transaction Documents to which it is a party without material disruption.

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9.9 Brokers’ and Advisors’ Fees. JobsOhio has no liability or obligation, contingent orotherwise, to pay any fees, commissions or similar payments to any broker, finder, or agent withrespect to the Contemplated Transactions for which the State Parties could become liable orobligated.

ARTICLE 10 - PRE-CLOSING COVENANTS

The Parties agree as follows with respect to the period between the execution of thisAgreement and the Closing:

10.1 General. From the date hereof up to the Effective Time, each Party shall use allcommercially reasonable efforts to take, or cause to be taken, all actions and to do all thingsnecessary, proper, or advisable in order to consummate and make effective the ContemplatedTransactions.

10.2 Notices and Consents. Each of the Parties will (and the State Parties will cause the DLCto) give any notices to, make any filings with, and use its commercially reasonable efforts toobtain (and to cooperate with the other Party to obtain) any consent or approval of anyGovernmental Authority or any other public or private Person which is required to be obtained ormade by such Party in connection with the consummation of the Contemplated Transactions.Each Party shall promptly cooperate with and promptly furnish reasonable and appropriateinformation requested by the other in connection with any such efforts by, or reasonablerequirement imposed upon, any of them in connection with the foregoing.

10.3 Injunctions. If any Governmental Authority of competent jurisdiction issues apreliminary or permanent injunction or temporary restraining order or other order before theEffective Time which would prohibit or materially restrict or hinder the Closing, each Party shalluse all reasonable efforts to have such injunction, decree or order dissolved or otherwiseeliminated as promptly as possible and, in any event, prior to the Effective Time. Any and allcosts incurred by any Party pursuant to any action taken in accordance with this Section 10.3shall be borne by such Party.

10.4 Policies of Insurance; Agency Performance Bonds.

(a) The State Parties shall cause any applicable policies of insurance maintained inrespect of the Liquor Enterprise to be continued in force from the date hereof up to theEffective Time. At the Effective Time, all such policies of insurance shall terminate andFranchisee shall be responsible for obtaining adequate insurance for the Franchise, the LiquorBusiness Profits, the Liquor Business and the Transferred Assets.

(b) The State Parties shall use commercially reasonable efforts to obtain, on orprior to the Closing Date, assurances acceptable to Franchisee, in its reasonable discretion, thatthe existing Agency Store Bonds, will remain in full force and effect after the Closing. AfterClosing, such Agency Store Bonds will be modified or reissued, at the cost of the LiquorBusiness, so that Franchisee is added as co-beneficiary with the DLC or covered as a separatebeneficiary, as may be appropriate, as each Agency Store Contract with the DLC is renewed inthe Ordinary Course of Business. To the extent that any Agency Store Bond does not includeFranchisee as a named co-beneficiary on the Closing Date, and in the event of a loss covered

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by such Agency Store Bond, the State Parties will share the proceeds of such Agency StoreBond with Franchisee to the extent necessary to place Franchisee in a position similar to if itwere a named co-beneficiary. However, in no event shall the State Parties be responsible forsharing with or providing to Franchisee any amount greater that the State Parties actuallyreceived from any such Agency Store Bond. Franchisee will use commercially reasonableefforts to assist the State Parties in the modification or reissuance of such Agency Store Bondsas needed.

10.5 Operation of Liquor Business. The State Parties shall keep (and shall cause the DLC tokeep) the Liquor Enterprise substantially intact, including its present operations, physicalfacilities, working conditions, insurance policies and relationships with lessors, licensors,suppliers, customers, and employees. The State Parties shall not engage in any practice, take anyaction, or enter into any transaction relating to or affecting the Liquor Business other than in theOrdinary Course of Business. Without limiting the generality of the foregoing, except in theOrdinary Course of Business, the State Parties will not, without the prior written consent ofFranchisee, (a) enter into, terminate, amend, renew or otherwise modify any of the contracts oragreements set forth on the Schedule of Assumed Liabilities; (b) obtain or seek to obtain newlicenses or certificates; or (c) alter in any material manner the staffing support allocated to theLiquor Enterprise. Nothing in this Section 10.5 shall constrain the State Parties’ authority ordiscretion with respect to their Statutory Merchandising Functions or Regulatory Functions.

10.6 Reasonable Access. Each Party shall permit (and the State Parties shall cause the DLCto permit) Representatives of any other Party (including legal counsel and accountants) to havereasonable access, at mutually agreed times, during normal business hours, upon 48 hours priorwritten notice, and in a manner so as not to interfere with the normal business operations of aParty, to relevant and appropriate premises, properties, personnel, books, records (including Taxrecords), contracts, and documents of or pertaining to the Liquor Enterprise or the contemplatedoperation of the Liquor Business (the “Books and Records”). The Franchisee Partiesacknowledge that, in the case of Books and Records of the State Parties, such access is subject tothe State Parties’ and the State of Ohio agencies’ policies regarding access to the State Booksand Records shared or located in common with the premises, properties, personnel, books,records (including Tax records), contracts, documents, personnel, servers, and other restrictedassets or information of any agency of the State of Ohio. The requesting Party shall bear allcosts and expenses incurred by the granting Party in providing such access to the requestingParty.

10.7 Notice of Developments. Each Party shall promptly notify the other Party in writing (a)if such Party becomes aware of any fact or condition that causes or would be reasonably likely tocause or constitute a material breach of any of the representations and warranties of such Partyset forth herein or (b) of the occurrence of any material breach of any covenant of such Party inthis Agreement or of the occurrence of any event that may make the satisfaction of the closingconditions set forth herein impossible or unlikely. No disclosure by any Party pursuant to thisSection 10.7, however, shall be deemed to prevent or cure any misrepresentation, breach ofwarranty, or breach of covenant; provided, however, that the Franchisee Parties shall be deemedto have waived any claim of breach if Franchisee elects to consummate the ContemplatedTransaction despite the continuance of such breach. If the subject matter of any such disclosure,alone or in the aggregate with the subject matter of any or all other such disclosures, would, as

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determined by Franchisee in the sole discretion of Franchisee, constitute or have a MaterialAdverse Effect on the Franchise, the Transferred Assets, the Liquor Business and intendedconduct of the Liquor Business or the ability of the Parties to consummate the ContemplatedTransactions, Franchisee may terminate this Agreement by giving written notice to the Directorof Budget and Management and the Director of Commerce.

10.8 Transition Matters.

(a) From the date hereof up to the Effective Time, the Parties shall cooperate witheach other to ensure the orderly transition of control, custody, operation, and management ofthe Franchise and the Transferred Assets.

(b) The Franchisee Parties shall (i) amend their respective OrganizationalDocuments in a manner and form reasonably satisfactory to the State Parties, and providecopies of such amendments as have been filed with the Ohio Secretary of State and (ii) createor amend, as applicable, their conflicts of interest and ethics policies in a manner and formreasonably satisfactory to the State Parties.

(c) The Franchisee Parties shall provide to the State Parties the transcripts of theproceedings for the Transaction Obligations.

ARTICLE 11 - CONDITIONS TO THE OBLIGATIONS OF THE FRANCHISEEPARTIES

The obligation of Franchisee Parties to consummate the Contemplated Transactions inconnection with the Closing is subject to the satisfaction or written waiver by the FranchiseeParties of the following conditions:

11.1 DLC Conditions.

(a) the representations and warranties of the DLC set forth in this Agreement shallbe true and correct in all material respects at and as of the Closing Date, except to the extentthat such representations and warranties are qualified by the term “material,” or contain theterm “Material Adverse Effect” in which case such representations and warranties (as sowritten, including the term “material” or “Material”) shall be true and correct in all respects atand as of the Closing Date;

(b) the DLC shall have performed and complied with all of its respective covenantshereunder in all material respects through the Closing to the extent that such covenants requireperformance prior to the Closing;

(c) no Proceeding shall be pending before any Governmental Authority wherein anunfavorable injunction, judgment, order, decree, ruling, or charge would (i) preventconsummation of any of the Contemplated Transactions, (ii) cause any of the ContemplatedTransactions to be rescinded following consummation (and no such injunction, judgmentorder, decree, ruling, or charge shall be in effect), or (iii) adversely affect the right of theFranchisee to own the Franchise and/or the Transferred Assets and to operate the LiquorBusiness (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);

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(d) the Director of Commerce shall have delivered to Franchisee a certificate to theeffect that each of the conditions specified in Sections 11.1(a)–(c) are satisfied in all materialrespects; and

(e) the DLC shall have delivered to Franchisee the unaudited financial statementsof the DLC for the most recent month end (the “Interim Financial Statements”).

11.2 OBM Conditions.

(a) the representations and warranties of the OBM set forth in this Agreement shallbe true and correct in all material respects at and as of the Closing Date, except to the extentthat such representations and warranties are qualified by the term “material,” or contain theterm “Material Adverse Effect,” in which case such representations and warranties (as sowritten, including the term “material” or “Material”) shall be true and correct in all respects atand as of the Closing Date;

(b) the OBM shall have performed and complied with all of its respectivecovenants hereunder in all material respects through the Closing to the extent that suchcovenants require performance prior to the Closing;

(c) no Proceeding shall be pending before any Governmental Authority wherein anunfavorable injunction, judgment, order, decree, ruling, or charge would (i) preventconsummation of any of the Contemplated Transactions, (ii) cause any of the ContemplatedTransactions to be rescinded following consummation (and no such injunction, judgmentorder, decree, ruling, or charge shall be in effect), or (iii) adversely affect the right of theFranchisee to own the Franchise and/or the Transferred Assets and to operate the LiquorBusiness (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);and

(d) the Director of Budget and Management shall have delivered to Franchisee acertificate to the effect that each of the conditions specified in Sections 11.2(a)–(c) aresatisfied in all material respects.

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11.3 State Parties. The State Parties shall have executed and delivered to Franchisee theAssignment and Assumption Agreement, the Bill of Transfer, the DLC Services Agreement andthe other Transaction Documents to which any of them are a party.

11.4 Bond Defeasance. The Bond Defeasance Escrow Agreements shall have been executedby the Bond Defeasance Escrow Trustees and on behalf of the State of Ohio, and the Director ofBudget and Management shall have arranged for the deposit of funds or securities out of theproceeds of the Transaction Consideration sufficient (in the opinion of the Verification Agent (asdefined in the Bond Defeasance Escrow Agreements)) to provide for the payment in full (as thesame mature or as the same may be called for redemption in advance of their maturity) of allExisting Liquor Enterprise Obligations outstanding at the Effective Time in such manner that onthe Closing Date such obligations shall have been legally defeased and are no longer treated asoutstanding under the documents under which such obligations were issued and secured, and theState Parties shall have provided to Franchisee evidence reasonably satisfactory to it that any andall security interests and collateral securing any such obligations will be released in full as of theEffective Time.

11.5 Contemplated Transactions. All actions to be taken by the State Parties necessary toconsummate the Contemplated Transactions and all certificates, opinions, instruments, and otherdocuments required to effect the Contemplated Transactions will be reasonably satisfactory inform and substance to Franchisee.

11.6 DLC Services Agreement. The DLC Services Agreement shall have been approved bythe Controlling Board.

11.7 Opinion. Franchisee shall have received from counsel to the DLC and the OBM anopinion in form and substance reasonably satisfactory to the Parties, addressed to Franchisee,and dated as of the Closing Date.

11.8 DOD Agreement. The DOD Agreement shall have been approved by the ControllingBoard, and executed by the DOD.

11.9 Transaction Obligations Completion. Franchisee shall have successfully issued theTransaction Obligations.

ARTICLE 12 - CONDITIONS TO THE OBLIGATIONS OF THE STATEPARTIES

The obligations of the State Parties to consummate the Contemplated Transactions inconnection with the Closing are subject to the satisfaction or written waiver by the State Partiesof the following conditions:

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12.1 Franchisee Conditions.

(a) the representations and warranties of the Franchisee set forth in this Agreementshall be true and correct in all material respects at and as of the Closing Date, except to theextent that such representations and warranties are qualified by the term “material,” or containthe term “Material Adverse Effect,” in which case such representations and warranties (as sowritten, including the term “material” or “Material”) shall be true and correct in all respects atand as of the Closing Date;

(b) Franchisee shall have performed and complied with all of its covenantshereunder in all material respects through the Closing to the extent that such covenants requireperformance prior to the Closing;

(c) except as previously disclosed to the State Parties, no Proceeding shall bepending before any Governmental Authority wherein an unfavorable injunction, judgment,order, decree, ruling, or charge would (i) prevent consummation of any of the ContemplatedTransactions, (ii) cause any of the Contemplated Transactions to be rescinded followingconsummation (and no such injunction, judgment order, decree, ruling, or charge shall be ineffect), or (iii) adversely affect the right of the Franchisee to own the Franchise and/or theTransferred Assets and to operate the Liquor Business (and no such injunction, judgment,order, decree, ruling, or charge shall be in effect); and

(d) the President of Franchisee shall have delivered to the State Parties (i) a finalcopy of the Master Trust Indenture and (ii) a certificate to the effect that each of the conditionsspecified in Sections 12.1(a)–(c) are satisfied in all respects.

12.2 JobsOhio Conditions.

(a) the representations and warranties of the JobsOhio set forth in this Agreementshall be true and correct in all material respects at and as of the Closing Date, except to theextent that such representations and warranties are qualified by the term “material,” or containthe term “Material Adverse Effect,” in which case such representations and warranties (as sowritten, including the term “material” or “Material”) shall be true and correct in all materialrespects at and as of the Closing Date;

(b) JobsOhio shall have performed and complied with all of its covenantshereunder in all material respects through the Closing to the extent that such covenants requireperformance prior to the Closing;

(c) no Proceeding shall be pending before any Governmental Authority wherein anunfavorable injunction, judgment, order, decree, ruling, or charge would (i) preventconsummation of any of the Contemplated Transactions, (ii) cause any of the ContemplatedTransactions to be rescinded following consummation (and no such injunction, judgmentorder, decree, ruling, or charge shall be in effect), or (iii) adversely affect the right of theFranchisee to own the Franchise and/or the Transferred Assets and to operate the LiquorBusiness (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);and

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(d) the Chief Investment Officer of JobsOhio shall have delivered to the StateParties a certificate to the effect that each of the conditions specified in Sections 12.2(a)–(c)are satisfied in all respects.

12.3 DLC Services Agreement. The DLC Services Agreement shall have been approved bythe Controlling Board.

12.4 Franchisee Parties. The Franchisee Parties shall have executed and delivered to theState Parties the Assignment and Assumption Agreement, the Bill of Transfer, the DLC ServicesAgreement, the DOD Agreement, and each Transaction Document to which any of them are aparty. The Organizational Documents, conflicts of interest policies and other ethical or corporatepolicies of each Franchise Party shall be reasonably satisfactory to the State Parties.

12.5 Amounts Provided. Franchisee shall have paid in full the amounts provided for underSection 3.2 in accordance with the Payment Instructions.

12.6 Bond Defeasance. The Bond Defeasance Escrow Agreements shall have been executedby the Bond Defeasance Escrow Trustees and on behalf of the State of Ohio, and the Directorof Budget and Management shall have arranged for the deposit of funds or securities out of theproceeds of the Transaction Consideration sufficient (in the opinion of the Verification Agent(as defined in the Bond Defeasance Escrow Agreements)) to provide for the payment in full(as the same mature or as the same may be called for redemption in advance of their maturity)of all Existing Liquor Enterprise Obligations outstanding at the Effective Time in such mannerthat on the Closing Date such obligations shall have been legally defeased and are no longertreated as outstanding under the documents under which such obligations were issued andsecured, and the State Parties shall have provided to Franchisee evidence reasonablysatisfactory to it that any and all security interests and collateral securing any such obligationswill be released in full as of the Effective Time.

12.7 Opinion. The State Parties shall have received from counsel to Franchisee an opinion inform and substance reasonably satisfactory to the Parties, addressed to the Department ofCommerce and the OBM, and dated as of the Closing Date, which shall include an opinion thatthe operation of the Liquor Business by the Franchisee will not be an unrelated trade or businesswithin the meaning of Section 513(a) of the Code and that the income from the operation of theLiquor Business will not be unrelated business taxable income as defined in Section 512(a) ofthe Code and subject to tax under Section 511 of the Code.

12.8 Transaction Obligations. Franchisee shall have successfully issued the TransactionObligations.

12.9 DOD Agreement. The DOD Agreement shall have been approved by the ControllingBoard.

12.10 Contemplated Transactions. All actions to be taken by the Franchisee Parties inconnection with consummation of the Contemplated Transactions and all certificates, opinions,instruments, and other documents required to effect the Contemplated Transactions will bereasonably satisfactory in form and substance to the State Parties.

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ARTICLE 13 - TERMINATION PRIOR TO THE CLOSING

13.1 Pre-Closing Termination of Agreement. The Parties may terminate this Agreement atany time prior to Closing:

(a) by mutual written consent of the State Parties and Franchisee;

(b) by either the State Parties or Franchisee, upon notice to the other Party, if (i)any Governmental Authority of competent jurisdiction shall have issued an order, decree orruling or taken any other action permanently restraining, enjoining or otherwise prohibitingthe Contemplated Transactions, and such order, decree, ruling or other action has become finaland nonappealable; provided, however, that the right to terminate this Agreement under thisSection 13.1(b) shall not be available to any Party whose failure to comply with any provisionof this Agreement has been the cause of, or resulted in, such order or action or (ii) the Closinghas not occurred as of 12:01 A.M. (Columbus, Ohio time) on June 30, 2013;

(c) by Franchisee, upon notice to the State Parties, if any condition set forth inARTICLE 11 is not satisfied at the Effective Time; provided, however, that Franchisee shallnot have the right to terminate this Agreement under this Section 13.1(c) if a FranchiseeParty’s failure to comply with any provision of this Agreement has been the cause of, orresulted in, the failure of such condition or conditions to be satisfied; or

(d) by the State Parties, upon notice to Franchisee, if any condition set forth inARTICLE 12 is not satisfied at the Effective Time; provided, however, that the State Partiesshall not have the right to terminate this Agreement under this Section 13.1(d) if the StateParties’ failure to comply with any provision of this Agreement has been the cause of, orresulted in, the failure of such condition or conditions to be satisfied.

13.2 Effect of Pre-Closing Termination. If any Party terminates this Agreement pursuant toSection 13.1, all rights and obligations of the Parties hereunder shall terminate without anyliability of any Party to the other Party. Each Party will bear its own costs and expenseshereunder. The provisions of ARTICLE 1, Sections 13.2, 17.8 and ARTICLE 18 shall survivetermination of this Agreement.

ARTICLE 14 - AFFIRMATIVE COVENANTS

14.1 Affirmative Covenants of the Parties. Each Party agrees that, unless at any time theother Party shall otherwise expressly consent in writing, it will:

(a) General. In case at any time after the Closing any further actions are necessaryto carry out the purposes of this Agreement and the Transaction Documents, each of theParties will take such further actions (including the execution and delivery of such furtherinstruments and documents) as the other Party may reasonably request, all at the sole cost andexpense of the requesting Party; provided, however, that nothing contained in this Section 14.1shall limit the sole discretion of the State Parties to perform the Regulatory Functions or theStatutory Merchandising Functions.

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(b) Litigation Support. If and for so long as any Party actively is contesting ordefending against any action, suit, proceeding, hearing, investigation, charge, complaint,claim, or demand in connection with (i) any of the Contemplated Transactions or (ii) any fact,situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident,action, failure to act, or transaction on or prior to the Closing Date involving the State Parties,the DLC, or the OBM with respect to the Contemplated Transactions, the other Party willcooperate with the contesting or defending Party and its counsel in the contest or defense,make available its personnel, and provide such testimony and access to its books and recordsas shall be necessary in connection with the contest or defense. Each Party shall bear its owncosts and expenses incurred in contesting or defending a claim, or supporting another Party’sclaim or defense.

(c) Remittance of Misdirected Payments.

(i) If any Franchisee Party receives a payment that relates to theoperation of the Liquor Enterprise at any time prior to the Effective Time (otherthan any Unswept Sales Revenue), such payment shall be the sole property of theState Parties and not the Franchisee Party, and the Franchisee Party shall remitsuch payment(s) to the DLC no later than 10 days after the receipt of suchpayment. For the avoidance of doubt, any Unswept Sales Revenue shall be thesole property of the Franchisee and not the State Parties.

(ii) If any State Party receives a payment that relates to the operationof the Liquor Business, the Franchise, the Transferred Assets and/or the After-Acquired Assets at any time on or after the Effective Time, such payment shall bethe sole property of the Franchisee Parties and not the State Parties, and suchState Party shall, at its election, either (1) deliver such payment(s) to the MasterTrustee within 10 days after receipt of such payment or (2) credit such paymentamount against any payments due to the State Parties under the DLC ServicesAgreement.

(d) Agency Contracts. After the Closing, as promptly as commercially practicable,each Party shall cooperate, in all commercially reasonable respects, to cause each Agent that isa party to an existing Agency Contract to enter into two agreements to replace the existingAgency Contract, (i) an agreement with Franchisee in the form agreed upon by the partieshereto, and (ii) an agreement with DLC in the form agreed upon by the parties hereto.

14.2 Affirmative Covenant of the State Parties. The State Parties agree that, unless at anytime the Franchisee Parties shall otherwise expressly consent in writing, during the Term theywill act at all times in material compliance with applicable Legal Requirements (includingSection 28 of Article II of the Constitution), this Agreement and the DLC Services Agreement.

14.3 Affirmative Covenants of Franchisee. Franchisee agrees that, unless at any time theState Parties shall otherwise expressly consent in writing, during the Term it will:

(a) act in compliance with the terms and provisions of its OrganizationalDocuments;

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(b) (i) operate exclusively as a 501(c)(3) Organization, (ii) conduct its operations ina manner that will result in its continued qualification as a 501(c)(3) Organization, and (iii)timely file or cause to be filed all material, returns, reports and other documents that arerequired to be filed with the Internal Revenue Service;

(c) if a change in the Code or other applicable Legal Requirement (i) causes therevenues or monies derived from the Liquor Business to be subject to federal income taxationor (ii) causes it to operate its business or activities in a manner which causes revenues derivedfrom the Liquor Business to be subject to federal income taxation, then the Franchisee shalluse its best efforts to establish exempt status from federal income taxation with respect to suchrevenues or monies;

(d) act, and cause its officers and directors to act, in compliance with the terms ofits conflicts of interest policy, and all other fiduciary and ethical rules and regulations imposedby all applicable Legal Requirements;

(e) maintain the Franchise, Transferred Assets and the After-Acquired Assets andoperate the Liquor Business in the Ordinary Course of Business;

(f) provide the State Parties with written notice of the addition of a new member orremoval of an existing member of the Obligated Group; and

(g) take all reasonable steps necessary to complete or otherwise wind up any andall of Franchisee’s Permitted Transitional Activities as soon as reasonably practicablefollowing the Closing.

14.4 Affirmative Covenants of JobsOhio. JobsOhio agrees that, unless at any time the StateParties shall otherwise expressly consent in writing, during the Term it will:

(a) act in compliance with the terms of its Organizational Documents and asprovided in Section 187.01 of the ORC;

(b) remain the sole member of Franchisee at all times, and not enter into anyagreement or arrangement with any other Person that would or could have the effect ofresulting in any Person other than JobsOhio becoming a member of Franchisee or otherwisehaving the right to control the actions of Franchisee or to appoint directors of Franchisee;

(c) operate exclusively as an organization described in 501(c)(4) of the Code;

(d) if a change in the Code or other applicable Legal Requirement (i) causes therevenues or monies derived from the Liquor Business to be subject to federal income taxationor (ii) causes it to operate its business or activities in a manner which causes revenues derivedfrom the Liquor Business to be subject to federal income taxation, then JobsOhio shall use itsbest efforts to establish exempt status from federal income taxation with respect to suchrevenues or monies;

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(e) act, and cause its officers and directors to act, in compliance with the terms ofJobsOhio Conflicts of Interest Policy, and all other fiduciary and ethical rules and regulationsimposed by all applicable Legal Requirements; and

(f) take all reasonable steps necessary to cause the Franchisee to complete orotherwise wind up any and all Permitted Transitional Activities as soon as reasonablypracticable following the Closing.

14.5 Liquor Revenue Covenants.

(a) The State of Ohio shall maintain statutory authority for and cause to be chargedwholesale and retail prices for Spirituous Liquor sold by the Liquor Business so that theMinimum Debt Service Coverage Ratio is achieved in each Fiscal Year during the Term ofthis Agreement.

(b) No later than 30 days after the end of each Fiscal Year, Franchisee shallprovide the State Parties with a written statement setting forth (in reasonable detail) itscalculation of the Debt Service Coverage Ratio for such Fiscal Year (“Debt CoverageStatement”).

(c) If the Debt Service Coverage Ratio set forth in such Debt Coverage Statementis less than the Minimum Debt Service Coverage Ratio then the following shall occur:

(i) Franchisee shall, no later than 60 days after the date of the DebtCoverage Statement, engage an independent outside consultant with nationallyrecognized expertise in liquor sales and operations satisfactory to DLC (the“Consultant”), at the cost and expense of the Franchise;

(ii) Franchisee shall instruct the Consultant to review and analyze therevenues, expenses and operations of the Liquor Business and to submit to each ofFranchisee, the DLC, the OBM and the Master Trustee, within 60 days followingits engagement, the Liquor Business Recommendations; and

(iii) Franchisee and DLC may also, in their discretion, within 60 daysafter the end of such Fiscal Year, create a plan to take such other actions asFranchisee and DLC may otherwise agree upon to increase the Debt ServiceCoverage Ratio for the then current Fiscal Year and have the Consultant certify inwriting that such plan is, in its opinion, likely to result in a Debt Service CoverageRatio that is greater than the Minimum Debt Service Coverage Ratio for the thencurrent Fiscal Year (a “Work Plan”).

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14.6 Bond Redemption Covenants.The Bond Defeasance Escrow Agreement related to theExisting Liquor Enterprise Chapter 151 Make-Whole Obligations shall provide that the Stateof Ohio shall transfer all deposits maintained and held in the debt service funds for theExisting Liquor Enterprise Chapter 151 Obligations to the Bond Defeasance Escrow Trusteefor such obligations to be held in the custody of such Bond Defeasance Escrow Trustee (the“Chapter 151 Reserve Account”) as additional security to be used by such Bond DefeasanceEscrow Trustee to pay the Make-Whole Redemption Prices (as defined in the BondDefeasance Escrow Agreement related to the Existing Liquor Enterprise Chapter 151 Make-Whole Obligations) in the event that proceeds from the sale of the funds and securitiesdeposited with such Bond Defeasance Escrow Trustee for the defeasance to final maturity ofthe Existing Liquor Enterprise Chapter 151 Make-Whole Obligations (the “Chapter 151Make-Whole Proceeds”) are not sufficient to pay such Make-Whole Redemption Prices on theExisting Liquor Enterprise Chapter 151 Make-Whole Obligations. Such deposits that weremaintained and held in the debt service funds for the Existing Liquor Enterprise Chapter 151Obligations and are transferred to the Chapter 151 Reserve Account shall not be taken intoaccount for purposes of determining the Bond Defeasance Payment.

(b) The Bond Defeasance Escrow Agreement related to the Existing LiquorEnterprise Chapter 166 Make-Whole Obligations shall provide that the State of Ohio shalltransfer all deposits maintained and held in the debt service funds for the Existing LiquorEnterprise Chapter 166 Obligations to the Bond Defeasance Escrow Trustee for suchobligations to be held in the custody of such Bond Defeasance Escrow Trustee (the “Chapter166 Reserve Account”) as additional security to be used by such Bond Defeasance EscrowTrustee to pay the Make-Whole Redemption Prices (as defined in the Bond DefeasanceEscrow Agreement related to the Existing Liquor Enterprise Chapter 166 Make-WholeObligations) in the event that proceeds from the sale of the funds and securities deposited withsuch Bond Defeasance Escrow Trustee for the defeasance to final maturity of the ExistingLiquor Enterprise Chapter 166 Make-Whole Obligations (the “Chapter 166 Make-WholeProceeds”) are not sufficient to pay such Make-Whole Redemption Prices on the ExistingLiquor Enterprise Chapter 166 Make-Whole Obligations. Such deposits that were maintainedand held in the debt service funds for the Existing Liquor Enterprise Chapter 166 Obligationsand are transferred to the Chapter 166 Reserve Account shall not be taken into account forpurposes of determining the Bond Defeasance Payment.

(c) The Bond Defeasance Escrow Agreement relating to the Existing LiquorEnterprises Chapter 151 Make-Whole Obligations shall provide that upon the redemption ofthe Existing Liquor Enterprise Chapter 151 Make-Whole Obligations, the Bond DefeasanceEscrow Trustee for such obligations shall distribute (i) fifty percent (50%) of the Chapter 151Make-Whole Proceeds, if any, that were not necessary to pay the Make-Whole RedemptionPrices on the Existing Liquor Enterprise Chapter 151 Make-Whole Obligations (the “ExcessChapter 151 Make-Whole Proceeds”) to Franchisee, and fifty percent (50%) of the ExcessChapter 151 Make-Whole Proceeds, if any, to the State of Ohio; and (ii) fifty percent (50%) ofthe balance in the Chapter 151 Reserve Account, if any, to Franchisee and fifty percent (50%)of the balance in the Chapter 151 Reserve Account, if any, to the State of Ohio.

(d) The Bond Defeasance Escrow Agreement relating to the Existing LiquorEnterprise Chapter 166 Make-Whole Obligations shall provide that upon the redemption of the

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Existing Liquor Enterprise Chapter 166 Make-Whole Obligations, the Bond DefeasanceEscrow Trustee for such obligations shall distribute (i) fifty percent (50%) of the Chapter 166Make-Whole Proceeds, if any, that were not necessary to pay the Make-Whole RedemptionPrices on the Existing Liquor Enterprise Chapter 166 Make-Whole Obligations (the “ExcessChapter 166 Make-Whole Proceeds”) to Franchisee, and fifty percent (50%) of the ExcessChapter 166 Make-Whole Proceeds, if any, to the State of Ohio; and (ii) fifty percent (50%) ofthe balance in the Chapter 166 Reserve Account, if any, to Franchisee and fifty percent (50%)of the balance in the Chapter 166 Reserve Account, if any, to the State of Ohio.

(e) Except as otherwise provided in and Sections 14.6(c) and 14.6(d) herein, eachBond Defeasance Escrow Agreement shall provide that (i) if, upon termination of the EscrowAccount established pursuant to such Bond Defeasance Escrow Agreement, the remainingbalance in such Escrow Account is an amount in excess of Ten Thousand Dollars($10,000.00), the Bond Defeasance Escrow Trustee shall distribute (A) fifty percent (50%) ofthe balance in such Escrow Account to Franchisee, and (B) fifty percent to the State of Ohio;and (ii) if, upon termination of such Escrow Account, the remaining balance in such EscrowAccount is an amount equal to or less than Ten Thousand Dollars ($10,000.00), the BondDefeasance Escrow Trustee shall distribute the entire balance in such Escrow Account to theState of Ohio.

ARTICLE 15 - NEGATIVE COVENANTS

15.1 Negative Covenants of the State Parties. The State Parties agree that, unless at anytime Franchisee shall otherwise expressly consent in writing, during the Term they will not:

(a) materially impair any Obligations secured by Liquor Business Profits;provided, however, that nothing contained in this Section 15.1(a) shall prevent the StateParties from exercising their termination rights under this Agreement;

(b) create any Encumbrance on the Franchise, any Transferred Asset or any After-Acquired Asset, except for Permitted State Encumbrances; or

(c) adversely affect the tax exempt status of interest on any Obligations that areissued as debt, the interest on which is exempt from federal income taxation, provided, thatthis covenant shall not (i) be construed to prevent the State Parties’ exercise of their respectiveRegulatory Functions or Statutory Merchandising Functions or (ii) modify, or otherwiseprevent the exercise of, the State Parties respective rights to terminate this Agreement inaccordance with its terms and conditions.

15.2 Negative Covenants of the Franchisee. The Franchisee agrees that during the Term itwill not:

(a) without the consent of the Director of Budget and Management, create orpermit to exist any Encumbrance on the Franchise, any Transferred Asset or any After-Acquired Assets, except for Obligations, the Permitted Franchisee Encumbrances and theState’s rights hereunder;

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(b) in any material way, violate, default under or fail to perform its obligationsunder any applicable Legal Requirement, the Master Trust Indenture or any TransactionDocument to which it is a party;

(c) without the consent of the Director of Budget and Management, transfer,assign, sublicense or convey, or permit the transfer, assignment or conveyance of theFranchise, the Transferred Assets or the After-Acquired Assets to any Person other than theState or a receiver appointed by the State Parties (by operation of law or otherwise), except forsales of inventory in the Ordinary Course of Business;

(d) except as may otherwise be the result of a change in the Code or otherapplicable Legal Requirement, (i) cause or permit the revenues or monies derived from theLiquor Business to be subject to federal income taxation or (ii) operate its business oractivities in a manner which causes revenues derived from the Liquor Business to be subject tofederal income taxation;

(e) (i) commence, or permit to be maintained, any bankruptcy, receivership,assignment for the benefit of creditors, merger, consolidation, restructuring, reorganization,sale of substantially all of its assets or similar proceeding or (ii) initiate proceedings to wind-up, dissolve, or otherwise terminate its business and operations;

(f) without the consent of the Director of Budget and Management, create or own abeneficial interest in any other Person or Subsidiary;

(g) without the consent of the Director of Budget and Management, issue anyFranchisee Indebtedness, other than the Transaction Obligations, unless (i) such FranchiseeIndebtedness qualifies as an Additional Obligation and (ii) written notice of such issuance hasbeen provided to the Director of Budget and Management at least 30 days’ prior to the date ofthe planned issuance (which notice shall include (A) draft copies of principal or mainfinancing documents related thereto and (B) a copy of the calculation showing that theRequired Debt Service Ratio is projected to be met);

(h) without the consent of the Director of Budget and Management, amend any ofits Organizational Documents, ethical codes or policies, or the conflicts of interest policies,except for any change that is: (i) clerical or inconsequential and does not adversely affect therights of the State hereunder, (ii) necessary to maintain compliance with Legal Requirements,(iii) necessary or desirable to cure any ambiguity or supplement any provision thereof thatwould be inconsistent with law or a provision of this Agreement, or (iv) necessary or advisableto ensure that it will not be treated as a taxable corporation for federal income tax purposesprovided, that such change does not adversely affect the rights of the State hereunder;

(i) without the consent of the Director of Budget and Management, operate,conduct or undertake any business or activity other than (i) the operation of the LiquorBusiness, (ii) the distribution of Liquor Business Profits to JobsOhio and (iii) subject toSections 14.3(g) and 14.4(f), the Permitted Transitional Activities; or

(j) without the consent of the Director of Budget and Management, (i) amend ormodify any term defined in the Master Trust Indenture, which defined term is incorporated in

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this Agreement by the phrase “(as defined in the Master Trust Indenture)”; (ii) alter, modify,or interfere with the priority of the Deferred Payments hereunder as set forth in Section 3.5(h);or (iii) amend or modify the Master Trust Indenture or similar agreement governing anyObligations in a manner that has a material and adverse effect on the State Parties or theirrights hereunder.

15.3 Negative Covenants of JobsOhio.

JobsOhio agrees that during the Term it will not:

(a) without the consent of the Director of Budget and Management, create orpermit to exist any Encumbrance on the Franchise, any Transferred Asset, any After-AcquiredAsset or its membership in Franchisee, except for Obligations, the Permitted FranchiseeEncumbrances and the State’s rights hereunder;

(b) in any material way, violate, default under or fail to perform its obligationsunder any applicable Legal Requirement or the terms or obligations of the DOD Agreement,the Master Trust Indenture or any Transaction Document to which it is a party;

(c) without the consent of the Director of Budget and Management, transfer,assign, sublicense or convey, or permit the transfer, assignment or conveyance of theFranchise, the Transferred Assets or the After-Acquired Assets to any Person other than theState or a receiver appointed by the State Parties (by operation of law or otherwise), except forsales of inventory in the Ordinary Course of Business;

(d) except as may otherwise be the result of a change in the Code or otherapplicable Legal Requirement, (i) cause or permit the revenues or monies derived from theLiquor Business to be subject to federal income taxation or (ii) operate its business oractivities in a manner which causes revenues derived from the Liquor Business to be subject tofederal income taxation;

(e) without the consent of the Director of Budget and Management, (i) commence,or permit to be maintained, any bankruptcy, receivership, assignment for the benefit ofcreditors, merger, consolidation, restructuring, reorganization, sale of substantially all of itsassets or similar proceeding or (ii) initiate proceedings to wind-up, dissolve, or otherwiseterminate its business and operations;

(f) without the consent of the Director of Budget and Management, amend any ofits Organizational Documents, ethical codes or policies, or conflicts of interest policies, exceptfor any change that is: (i) clerical or inconsequential and does not adversely affect the rights ofthe State hereunder, (ii) necessary to maintain compliance with Legal Requirements, (iii)necessary or desirable to cure any ambiguity or supplement any provision thereof that wouldbe inconsistent with law or a provision of this Agreement, or (iv) necessary or advisable toensure that it will not be treated as a taxable corporation for federal income tax purposes,provided, that such change does not adversely affect the rights of the State hereunder; or

(g) permit Franchisee to violate any of its covenants.

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ARTICLE 16 - FINANCE OBLIGATIONS AND ACKNOWLEDGEMENTS

16.1 Franchisee Parties’ Obligations and Acknowledgements. The Franchisee Parties shallbe responsible for obtaining any financing for the performance of their obligations under thisAgreement, which financing shall comply with all requirements of this Agreement. TheFranchisee Parties each acknowledge that (a) the obligations of the State Parties hereunder arenot general obligations of the State of Ohio or the State Parties and that the full faith and credit,revenue, and taxing power of the State of Ohio is not pledged to the payment of amounts duehereunder; (b) the holders or owners of the Obligations shall have no right to have any moneysobligated or pledged for the payment of debt service except as provided in this Agreement; and(c) the rights of the holders and owners to payment of debt service on the Obligations are limitedto the pledged Liquor Business Profits, to the extent pledged by Franchisee. The FranchiseeParties shall cause each Obligation to bear on its face a statement to the effect of Section 16.1(c).

16.2 State Parties Obligations and Acknowledgements.

(a) The State Parties shall (and to the extent necessary shall cause their affiliatesto), to the extent consistent with applicable Legal Requirements and at the sole cost andexpense of the Franchisee Parties, cooperate, in good faith, with the Franchisee Parties withrespect to documentation reasonably necessary to obtain and consummate the issuance andsale of the Transaction Obligations. The State Parties’ cooperation may include approving andexecuting documents, reasonably satisfactory to the State Parties, which substantiate the termsof this Agreement (including, without limitation any consents and agreements, reasonablysatisfactory to the State Parties, necessary to confirm that the debt evidenced by the relevantfinancing constitutes Obligations) and making relevant and reasonable information andmaterial available to the Franchisee Parties’ underwriters or lenders to assist in the facilitationof the issuance and sale of the Transaction Obligations to the extent permitted by applicableLegal Requirements and contractual obligations with third Persons. In addition, the StateParties shall, promptly upon the reasonable request of the Franchisee Parties, execute,acknowledge and deliver to the Franchisee Parties, or any of the Persons specified by theFranchisee Parties, all questionnaires, opinions, underwriting agreements, certifications andother documents reasonably requested by the Franchisee Parties, each in form and substancesatisfactory to the State Parties.

(b) Without limiting the generality of (a) above, the State Parties shall use theircommercially reasonable efforts to (and to the extent necessary shall cause the appropriateState agencies to use their commercially reasonable efforts to) assist and cooperate, in goodfaith, with the preparation of any Preliminary Offering Circular and Offering Circular relatedto the issuance and sale of the Transaction Obligations to be completed in connection with theClosing of the Contemplated Transactions, to the extent that such Preliminary OfferingCircular or Offering Circular contains information relating to a State Party or to the LiquorEnterprise or its operation prior to the Effective Time (the “State Information”). Each of theDLC and OBM shall ensure that the State Information provided by it will be true and correctin all material respects. Each of the DLC and OBM shall ensure that the State Informationwill not contain any untrue or misleading statement of a material fact with respect to it, or omitto state any material fact with respect to it necessary to make the statements therein, in thelight of the circumstances under which they are made, not misleading.

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(c) If reasonably requested to do so by the Franchisee Parties, the State Partiesshall use their commercially reasonable efforts to cause the Ohio Auditor of State, or cause theState Parties’ then independent public accountants, to provide and consent to the use andinclusion of certain financial information regarding the Liquor Enterprise in connection withthe Transaction Obligations, all at the sole cost and expense of the Franchisee Parties.

(d) Nothing herein shall require the State Parties to incur any additional obligationsor liabilities or to take any action, give any consent or enter into any document inconsistentwith or in violation of any applicable Legal Requirement, the provisions of this Agreement, ortheir other contractual obligations to third Persons. Nothing in this Agreement shall (i)prohibit or prevent the State Parties from issuing bonds or entering into obligations; providedthat, such bonds or obligations are not secured by Liquor Business Profits; or (ii) expandFranchisee’s rights to issue any Obligations hereunder.

(e) The State Parties hereby acknowledge and agree that (i) any new obligationsundertaken by the State Parties prior to the termination of all Obligations issued in accordancewith this Agreement may not be secured by any of the Liquor Business, Franchise, TransferredAssets or After-Acquired Assets, (ii) Franchisee may consummate the issuance and sale of theTransaction Obligations in accordance with the terms of this Agreement, and (iii) in additionto the Transaction Obligations, Franchisee may enter into Additional Obligations inaccordance the terms of this Agreement.

ARTICLE 17 - DEFAULT; TERMINATION; CONSEQUENCES OFTERMINATION OR REVERSION

17.1 Default by Franchisee Parties. The occurrence of any one or more of the followingevents during the Term shall constitute a “Franchisee Default” under this Agreement:

(a) if any Franchisee Party fails to comply in all material respects with or observein all material respects any obligation, covenant, agreement, term or condition in thisAgreement and such failure continues unremedied for a period of 90 days following noticethereof (giving the particulars of the failure in reasonable detail) from the State Parties toFranchisee or for such longer period as may be reasonably necessary to cure such failure (butin no event later than 180 days thereafter) provided, in the latter case, that the FranchiseeParties have demonstrated to the satisfaction of the State Parties, acting reasonably, that (i)they are proceeding with all diligence to cure or cause to be cured such failure, (ii) theiractions can be reasonably expected to cure or cause to be cured such failure within areasonable period of time acceptable to the State Parties, acting reasonably and (iii) suchfailure is in fact cured within such period of time; or

(b) if either Franchisee or JobsOhio (i) admits, in writing, that it is unable to pay itsdebts as such become due, (ii) makes an assignment for the benefit of creditors, (iii) files avoluntary petition under Title 11 of the U.S. Code, and an order for relief is entered, or ifeither JobsOhio or Franchisee files any petition or answer seeking, consenting to oracquiescing in any reorganization, arrangement, composition, readjustment, liquidation,dissolution or similar relief under the present or any future U.S. bankruptcy code or any otherpresent or future applicable Legal Requirement, or shall seek or consent to or acquiesce in or

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suffer the appointment of any trustee, receiver, custodian, assignee, sequestrator, liquidator orother similar official of such Franchisee Party, or of all or any substantial part of its propertiesor the Franchise, the Transferred Assets, the After-Acquired Assets, the Liquor BusinessProfits or any interest therein, or (iv) take any corporate action in furtherance of any actiondescribed in this Section 17.1(b).

17.2 Remedies of the State Parties Upon Franchisee Party Default. Upon the occurrenceand during the continuance of a Franchisee Default, the State Parties may declare the FranchiseeParties to be in default and may do any or all of the following as the State Parties, in theirdiscretion, shall determine:

(a) subject to Section 17.6, the State Parties may terminate this Agreement upongiving written notice to the Franchisee Parties and the expiration of any applicable cureperiod;

(b) if a Franchisee Default is by reason of the failure to pay any monies, the StateParties may (without obligation to do so) make payment on behalf of the Franchisee Parties ofsuch monies, and any amount so paid by the State Parties shall be payable by the FranchiseeParties to the State Parties within seven Business Days after written demand therefore;provided, however, that the State Parties’ cure of any Franchisee Default shall not affect theState Parties’ rights against the Franchisee Parties by reason of such Franchisee Default;

(c) the State Parties may cure a Franchisee Default (but this shall not obligate theState Parties to cure or attempt to cure a Franchisee Default or, after having commenced tocure or attempted to cure a Franchisee Default, to continue to do so), and all costs andexpenses reasonably incurred by the State Parties in curing or attempting to cure a FranchiseeDefault, shall be payable by the Franchisee Parties to the State Parties within seven BusinessDays of written demand; provided, however, that the State Parties’ cure of any FranchiseeDefault shall not affect the State Parties’ rights against the Franchisee Parties by reason ofsuch Franchisee Default;

(d) subject to Section 17.8, the State Parties may appoint a receiver or trustee,which the State Parties may designate as a successor or assign of Franchisee, to supervise,operate, hold and/or use the Franchise, the Liquor Business Profits, the Transferred Assets andthe After-Acquired Assets, in compliance with the terms of this Agreement;

(e) subject to Section 17.8, the State Parties may elect to receive any revenuesfrom the Liquor Business remaining after all Ordinary Course Costs and Expenses due andpayable in that Fiscal Year, Required Payments due in that Fiscal Year and related paymentsnecessary to replenish reserve funds in that Fiscal Year have been paid from the LiquorBusiness Profits;

(f) the State Parties may seek specific performance, injunction or other equitableremedies without the necessity of posting bond, it being acknowledged that damages are aninadequate remedy for a Franchisee Default;

(g) the State Parties may seek to recover their damages and costs arising from suchFranchisee Default and any amounts due and payable under this Agreement and any other

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Transaction Document and, in connection therewith, exercise any recourse available to anyPerson who is owed damages, costs or a debt; and/or

(h) the State Parties may exercise any of their other rights and remedies providedfor hereunder or at law or equity.

17.3 Defaults by the State Parties. The occurrence of any one or more of the followingevents during the Term shall constitute a “State Default” under this Agreement:

(a) if the State Parties fail to comply in all material respects with or observe in allmaterial respects any obligation, covenant, agreement, term or condition in this Agreement(other than the covenants described in Section 14.5, the breach of which is governed bySections 17.3(b) and 17.3(c)) and such failure continues unremedied for a period of 90 daysfollowing notice thereof (giving the particulars of the failure in reasonable detail) from theFranchisee Parties to the State Parties or for such longer period as may be reasonablynecessary to cure such failure provided, in the latter case, that the State Parties havedemonstrated to the satisfaction of the Franchisee Parties, acting reasonably, that (i) they areproceeding with all diligence to cure or cause to be cured such failure, and (ii) their actionscan be reasonably expected to cure or cause to be cured such failure within a reasonable periodof time acceptable to the Franchisee Parties, acting reasonably and (iii) such failure is in factcured within such period of time;

(b) for any Fiscal Year, (i) the State Parties do not observe the covenant in Section14.5(a), (ii) the Minimum Debt Service Coverage Ratio is not achieved and (iii) the StateParties fail to either (1) follow the Liquor Business Recommendations provided pursuant toSection 14.5(c)(ii) or (2) follow the Work Plan created pursuant to Section 14.5(c)(iii); or

(c) for any Fiscal Year, (i) the State Parties do not observe the covenant in Section14.5(a) and (ii) the Debt Service Coverage Ratio set forth in the relevant Debt CoverageStatement is less than 1.10x.

17.4 Remedies of Franchisee Parties Upon State Default. Upon the occurrence and duringthe continuance of a State Default by the State Parties under this Agreement, the FranchiseeParties may by notice to the State Parties declare the State Parties to be in default and may doany or all of the following as the Franchisee Parties, in their discretion, shall determine:

(a) subject to Section 17.6, the Franchisee Parties may terminate this Agreementupon giving 60 days’ prior written notice to the State Parties and the expiration of anyapplicable cure period;

(b) the Franchisee Parties may seek enforcement by writ of mandamus underSection 2731.01 of the ORC, provided, however, that no such enforcement may be sought withrespect to a failure of the State Parties to implement Liquor Business Recommendationspresented by a Consultant unless and until the Debt Service Coverage Ratio set forth in therelevant Debt Coverage Statement is less than 1.10x;

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(c) the Franchisee Parties may seek to recover their damages and costs and anyamounts due and payable under this Agreement and, in connection therewith, exercise anyrecourse available to any Person who is owed damages, costs or a debt;

(d) if a State Default occurs under Section 17.3(b) or (c), the Franchisee Partiesmay reduce or defer all or a portion of any payments owed to the State Parties, other thanamounts due pursuant to the DLC Services Agreement and amounts collected or due forTaxes, to the extent the Franchisee Parties deem reasonably necessary to meet the MinimumDebt Service Coverage Ratio for the then-current Fiscal Year; and

(e) the Franchisee Parties may exercise any of their other rights and remediesprovided for hereunder.

17.5 Prior Termination. Subject to Section 17.6 or 17.8, as applicable, the State Parties mayexercise the remedies provided in Sections 17.2(a), (d), and/or (e) of this Agreement:

(a) if a law is enacted and takes effect that directs the State Parties to terminate thisAgreement in accordance with this Agreement’s terms and provisions; or

(b) if a state or federal law enforcement officer, agency or other investigativeauthority, or a state or federal court, provides the Governor of the State of Ohio with aninvestigative report produced by such officer, agency, authority, or a court ruling, that theGovernor reasonably deems reliable and provides clear and convincing evidence of an act oromission by a director or officer of a Franchisee Party, in the course and scope of his or herduties and responsibilities at such Franchisee Party, constituting either a crime punishable as afelony or a material violation of applicable law (such a crime or violation, a “Violation”), and,after reviewing the report or ruling, the Governor, in his or her reasonable judgment afterconsultation with legal counsel, determines that Violation:

(i) has resulted or is likely to result in a material financial loss to theLiquor Business or any Franchisee Party; or

(ii) (A) involved a material violation of (1) any Franchisee Party’sconflict of interest policy, as it may be amended from time to time, (2) any otherapplicable corporate governance or ethics policy which any of the FranchiseeParties may enact, (3) state or federal securities laws, or (4) any other ethical,fiduciary or corporate governance standards, rules or regulations applicable to anyFranchisee Party or the Liquor Business under Ohio or federal law or rule; and(B) has materially adversely affected the ability of any Franchisee Party to act in amanner consistent with its stated purpose set forth in its respective OrganizationalDocuments.

(c) The rights provided in this Section 17.5 shall be in addition to any remedies orother rights that the State Parties may have.

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17.6 Pre-Termination Arrangements.

(a) Notwithstanding anything herein to the contrary, in no event shall (i) the StateParties exercise the remedies in Sections 17.2(a) or (ii) the Franchisee Parties exercise theirremedies under Section 17.4(a) unless and until the State Parties have made arrangements,which arrangements shall be without the State Parties assuming any liability or indebtednessof JobsOhio or Franchisee, for the satisfaction and discharge of all outstanding principal,interest, or any premium on the Obligations issued in accordance with the terms of thisAgreement and the discharge and payment of any outstanding Ordinary Course Costs andExpenses incurred.

(b) Upon receipt of notice by the Franchisee Parties that the State Parties haveexercised their remedies under Section 17.2(a), or upon receipt of notice by the State Partiesthat the Franchisee Parties have exercised their remedies under Section 17.4(a):

(i) the Franchisee Parties shall promptly deliver to the State Partiescopies of all records, information and other documents or instruments related tothe Liquor Business, the Liquor Business Revenues, the Transferred Assets andthe After-Acquired Assets that are in the possession of the Franchisee Parties ortheir agents and representatives; and

(ii) the Franchisee Parties shall fully cooperate with the State Parties toensure the orderly transition of control, custody, operation and management of theLiquor Business and all activities and functions, including distribution andmerchandising activities related thereto, as well as the Franchise, the LiquorBusiness Profits, the Transferred Assets and the After-Acquired Assets back tothe State Parties on the Reversion Date.

(c) The Franchisee Parties shall fully cooperate with the State Parties in effectingthe foregoing arrangements, including providing the State Parties with access to all relevantinformation and documentation requested by the State Parties and executing and deliveringany document, instrument or certificate the State Parties deem necessary to effect theforegoing.

(d) Each Party shall be responsible for its own costs and expenses incurred incomplying with provisions of this Section 17.6.

17.7 Consequences of Termination and Reversion. Upon the termination of thisAgreement, whether prior to the expiration of the Term or upon expiration of the Term, andconcurrently with the payment of any amounts as a result of such termination, notwithstandingany claims the Parties may have against each other and subject to Section 17.6, the followingprovisions shall occur:

(a) Termination of Franchise; Transfer of Assets. After performing anyobligations required by Section 17.6, on the day immediately following the termination date(the “Reversion Date”), the Franchise shall terminate; and Franchisee shall surrender, deliver,assign and transfer to the State Parties the Transferred Assets and After-Acquired Assets, asthey exist on the Reversion Date, free and clear of any Encumbrances, for consideration in the

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amount of $1.00; provided, that if the Agreement has terminated due to the expiration of theTerm, such surrender, delivery, assignment and transfer shall be without the payment of anyconsideration by the State Parties. Franchisee shall assign to the State Parties all of its right,title and interest in, to and under all or any contracts of the Franchisee Parties related to theLiquor Business, the Franchise, the Transferred Assets or the After-Acquired Assets that areeffective as of the Reversion Date (“Franchisee Contracts”).

(b) Liabilities.

(i) The State Parties shall, after the Reversion Date, assume fullresponsibility for the operation of the Liquor Business, and after the ReversionDate, the Franchisee Parties shall have no liability or responsibility for theoperation of the Liquor Business or the performance of their duties related to theLiquor Business occurring on or prior to the Reversion Date, including withoutlimitation all recurring or long-term ordinary course liabilities, and all OrdinaryCourse Costs and Expenses arising after the Reversion Date. The FranchiseeParties shall retain, and the State Parties shall not assume, all responsibility forand liabilities arising out of or related to the operation of the Liquor Business andthe use of the Transferred Assets and the After-Acquired Assets on or prior to theReversion Date.

(ii) The State Parties shall also expressly assume all of Franchisee’sobligations under the Franchisee Contracts to the extent arising or relating to anyperiod of time after the Reversion Date.

(iii) The Franchisee Parties shall be liable for all costs, expenses andother amounts for which they are liable or responsible hereunder incurred up toand including the Reversion Date which were not paid as of the Reversion Date.The State Parties shall be liable for all costs, expenses and amounts incurred inconnection with the Liquor Business after the Reversion Date.

This Section 17.7 shall survive the expiration or any earlier termination of this Agreement.

17.8 Pre-Remedy Arrangements.

(a) Notwithstanding anything herein to the contrary, in no event shall the StateParties exercise the remedies in Sections 17.2(d) and/or (e) unless and until the State Partieshave made arrangements, which arrangements shall be without the State Parties assuming anyliability or indebtedness of JobsOhio or Franchisee, for the ongoing payment, when due, of theObligations issued in accordance with the terms of this Agreement, in all cases in accordancewith the Master Trust Indenture and the discharge and payment of any outstanding OrdinaryCourse Costs and Expenses incurred.

(b) Upon receipt of notice that the State Parties have exercised their remediesunder Section 17.2(d) and/or (e), the Franchisee Parties:

(i) shall promptly deliver to the State Parties, receiver or trustee (asapplicable) copies of all records, information and other documents or instruments

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related to the Liquor Business, the Liquor Business Revenues, the TransferredAssets and the After-Acquired Assets that are in the possession of the FranchiseeParties or their agents and representatives; and

(ii) shall fully cooperate with the State Parties, receiver or trustee (asapplicable) to ensure the orderly transition of control, custody, operation andmanagement of the Liquor Business and all activities and functions, includingdistribution and merchandising activities related thereto, as well as the Franchise,the Liquor Business Profits, the Transferred Assets and the After-Acquired Assetsback to the State Parties on the Reversion Date.

(c) The Franchisee Parties shall fully cooperate with the State Parties, receiver ortrustee (as applicable) in effecting the foregoing arrangements, including providing the StateParties, receiver or trustee (as applicable) with access to all relevant information anddocumentation requested by the State Parties, receiver or trustee (as applicable) and executingand delivering any document, instrument or certificate the State Parties, receiver or trustee (asapplicable) deem necessary to effect the foregoing.

(d) Each Party shall be responsible for its own costs and expenses incurred incomplying with provisions of this Section 17.8.

17.9 Limitation of Liability of State Parties. The Franchisee Parties acknowledge that underno circumstance shall the State of Ohio or any State Party be liable to the Franchisee Parties orany other Person (including the holders of any Obligations) for providing for the payment of anyfinancial or monetary damages or costs imposed upon it pursuant to this ARTICLE 17 orotherwise pursuant to this Agreement or the Contemplated Transactions out of or from anysource other than the Liquor Business Profits. Monetary recourse against the State Parties underthis ARTICLE 17 or otherwise pursuant to this Agreement or the transactions contemplatedhereby shall be expressly limited to the extent of available Liquor Business Profits owned orcontrolled by the State Parties, and, if the Closing occurs, shall be the Franchisee Parties’ solerecourse against the State Parties. For the avoidance of doubt, any such financial or monetaryrecourse shall not be the general obligation of the State of Ohio or the State Parties and the fullfaith and credit, revenue, and taxing power of the State of Ohio shall not be obligated for thepayment of any such financial or monetary recourse.

ARTICLE 18 - MISCELLANEOUS

18.1 Expenses. Except as otherwise expressly provided in this Agreement or the TransactionDocuments, each Party to this Agreement will bear its respective expenses incurred inconnection with the preparation, execution, and performance of this Agreement and theContemplated Transactions, including all fees and expenses of agents, representatives, counseland accountants.

18.2 Press Releases and Public Announcements. Each Party shall coordinate and consultwith each other before issuing, and give each other the opportunity to review and comment upon,giving due consideration to all reasonable additions, deletions or changes suggested inconnection therewith, any press release or other public statements with respect to the

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Contemplated Transactions (provided, that such coordination and consultation shall not bedeemed to constitute a consent right), except for disclosures in satisfaction of, or otherwiserequired by, applicable Legal Requirement (including by making a public announcement throughissuance of a press release or other reasonable means).

18.3 No Third-Party Beneficiaries. This Agreement shall not confer any rights or remediesupon any Person other than the Parties and their respective successors and permitted assigns.

18.4 Entire Agreement. This Agreement and the Transaction Documents constitutes theentire agreement between the Parties and supersedes any prior understandings, agreements, orrepresentations by or between the Parties, written or oral, to the extent they relate in any way tothe subject matter hereof.

18.5 Succession and Assignment. This Agreement shall be binding upon and inure to thebenefit of the Parties named herein and their respective successors and permitted assigns. Exceptfor the appointment of a trustee pursuant to Section 17.2(d), no Party may assign either thisAgreement or any of its rights, interests, or obligations hereunder, including the Franchise, theTransferred Assets and the After-Acquired Assets, without the prior written approval of the otherParty, in all cases in compliance with the JobsOhio Act.

18.6 Counterparts. This Agreement may be executed in one or more counterparts (includingby means of facsimile or electronic mail), each of which shall be deemed an original but all ofwhich together will constitute one and the same instrument.

18.7 Notices. All notices, requests, demands, claims, and other communications hereundershall be in writing. Any notice, request, demand, claim, or other communication hereunder shallbe deemed duly given (a) when delivered personally to the recipient, (b) one business day afterbeing sent to the recipient by reputable overnight courier service (charges prepaid), (c) onebusiness day after being sent to the recipient by facsimile transmission or electronic mail, or (d)four business days after being mailed to the recipient by certified or registered mail, returnreceipt requested and postage prepaid, and addressed to the intended recipient as set forth below:

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If to the Department of Commerce:

Ohio Department of Commerce77 S. High Street, 23rd FloorColumbus, Ohio 43215Attn: DirectorFax: 614.220.7113Email: david.goodman@com.state.oh.us

Copy to:

Ohio Department of Commerce77 S. High Street, 23rd FloorColumbus, Ohio 43215Attn: Chief Legal CounselFax: 614.644.7063Email: Desiree.Blankenship@com.state.oh.us

And with a Copy to:

Ohio Department of Commerce,Division of Liquor Control6606 Tussing RoadReynoldsburg, OH 43068Attn: SuperintendentFax: 614.995.4047Email: Bruce.Stevenson@com.state.oh.us

If to OBM:

Ohio Office of Budget and Management30 E. Broad Street, 34th FloorColumbus, OH 43215Attn: DirectorFax: 614.728.9295Email: tim.keen@obm.state.oh.us

Copy to:

Ohio Office of Budget and Management,Legal Division30 E. Broad Street, 34th FloorColumbus, OH 43215Attn: Chief Legal CounselFax: 614.728.9295Email: robin.rose@obm.state.oh.us

If to JobsOhio:

JobsOhio41 S. High Street, Suite 1500Columbus, Ohio 43215Attn: President and Chief

Investment OfficerFax: 614.469.1049Email: minor@jobs-ohio.com

Copy to:

JobsOhio41 S. High Street, Suite 1500Columbus, Ohio 43215Attn: General CounselFax: 614.469.1049

If to Franchisee:

JobsOhio Beverage System41 S. High Street, Suite 1500Columbus, Ohio 43215Attn: PresidentFax: 614.469.1049Email: minor@jobs-ohio.com

Copy to:

JobsOhio Beverage System41 S. High Street, Suite 1500Columbus, Ohio 43215Attn: General CounselFax: 614.469.1049

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Any Party may change the address to which notices, requests, demands, claims, and othercommunications hereunder are to be delivered by giving the other Party(ies) notice in the mannerherein set forth.

18.8 Governing Law. This Agreement shall be governed by and construed in accordancewith the domestic laws of the State of Ohio without giving effect to any choice or conflict of lawprovision or rule that would cause the application of the laws of any jurisdiction other than theState of Ohio.

18.9 Venue. Any litigation which relates to this Agreement will be brought solely in FranklinCounty, Ohio (and if a court within Franklin County, Ohio of competent jurisdiction isunavailable, in any Ohio state court or the US District Court whose geographical territoryincludes Franklin County, Ohio or any part thereof), which court will have exclusive jurisdictionover such litigation, whether at law or in equity. The Parties hereby waive all objections to (a)personal jurisdiction and venue in any such litigation and (b) personal service of any and allprocess.

18.10 WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES, TO THEFULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTYMAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY ORINDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OFTHE CONTEMPLATED TRANSACTIONS (WHETHER BASED ON CONTRACT, TORTOR ANY OTHER THEORY). EACH PARTY HEREBY (A) CERTIFIES THAT NOREPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HASREPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDNOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERAND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEENINDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSFER AGREEMENTBY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS INTHIS SECTION 18.10.

18.11 Amendments and Waivers. No amendment of any provision of this Agreement shall bevalid unless the same shall be in writing and signed by the Parties hereto. No waiver by anyParty of any provision of the Agreement or any default, misrepresentation, or breach of warrantyor covenant hereunder, whether intentional or not, shall be valid unless the same shall be inwriting and signed by the Party making such waiver nor shall such waiver be deemed to extendto any prior or subsequent default, misrepresentation, or breach of warranty or covenanthereunder or affect in any way any rights arising by virtue of any prior or subsequent suchoccurrence.

18.12 Severability. Any term or provision of this Agreement that is invalid or unenforceable inany situation in any jurisdiction shall not affect the validity or enforceability of the remainingterms and provisions hereof or the validity or enforceability of the offending term or provision inany other situation or in any other jurisdiction.

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18.13 Construction. The Parties have participated jointly in the negotiation and drafting of thisAgreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall beconstrued as if drafted jointly by the Parties and no presumption or burden of proof shall arisefavoring or disfavoring any Party by virtue of the authorship of any of the provisions of thisAgreement. Any reference to any federal, state, local, or foreign statute or law shall be deemedalso to refer to all rules and regulations promulgated thereunder, unless the context requiresotherwise.

18.14 Incorporation of Schedules. The Schedules identified in this Agreement areincorporated herein by reference and made a part hereof.

[This Space Intentionally Left Blank]

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of thedate first above written.

JOBSOHIO BEVERAGE SYSTEM

John F. Minor, Jr.,President

JOBSOHIO

_______________________________________John F. Minor, Jr.,President and Chief Investment Officer

STATE OF OHIO

_______________________________________Timothy S. Keen,Director of Budget and Management

_______________________________________David Goodman,Director of Commerce

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SCHEDULE IAssigned Contracts and Contract Rights

1. Assigned Contracts

IndexDAS

ContractNo.

VendorName

VendorAddress

ServiceProvided

EffectiveDate

ContractExpiration

COM006 OT906708 AllstateIndustrial(MBE)

5022 LorainAvenueCleveland,Ohio 44102

Liquor Bags,Paper

3/1/2008 2/29/2012;extendedbyamendmentthrough2/28/2013

COM003 OT906511-3

North CoastLogistics, Inc.

2323LakesideAvenueCleveland,Ohio 44114

RegionalDistribution andtransportation

6/1/2011 5/31/2014

OT906511-2

SpartanWarehouseandDistribution,Inc.

4140LockbourneRd.Columbus,Ohio 43207

RegionalDistribution andtransportation

6/1/2011 5/31/2014

OT906511-1

ThomasTransport andDelivery

9055FreewayDriveMacedonia,Ohio 44056

RegionalDistribution andtransportation

6/1/2012 5/31/2014

COM005 OT906410 AT Xpress,LLC

2159LockbourneRd.Columbus,Ohio 43201

RegionalDistribution andtransportation

6/1/2010 5/31/2014

LIQ018 OT905910SpartanWarehouseandDistribution,Inc.

4140LockbourneRd.Columbus,Ohio 43207

Cleveland,Toledo andCincinnatiBailmentWarehouse andbag storage

6/1/2010 5/31/2016

COM007 OT902912 SpartanWarehouse &DistributionCo., Inc.

4140LockbourneRd.Columbus,OH 43207

ColumbusBailmentWarehouse andbag storage

3/1/2012 2/28/2018

Copies of these DLC vendor contracts are available on the Department of Administrative ServicesProcurement website (reference http://procure.ohio.gov/proc/currentContracts.asp).

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2. Assigned Contract Rights

DLC will assign or cause to be assigned to Franchisee the rights mutually identified andagreed to by the Parties.

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SCHEDULE II

Assumed Liabilities

1. All post-Closing liabilities arising out of the Assigned Contracts and Contract Rightsidentified in Schedule I.

2. All recurring or long-term ordinary course liabilities of the Liquor Enterprise and theLiquor Business whether arising before or after the Closing (e.g., workers’ compensationclaims).

3. Ordinary course accounts payable attributable to the Liquor Enterprise and existing at theClosing which are not in excess of the amount taken into account in calculating theWorking Capital of the Liquor Enterprise.

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SCHEDULE III

Base Franchise Profits

Fiscal Year EndedJune 30

Base Franchise ProfitAmount

2013 257,500,0002014 265,225,0002015 273,181,7502016 281,377,2032017 289,818,5192018 298,513,0742019 307,468,4662020 316,692,5202021 326,193,2962022 335,979,0952023 346,058,4682024 356,440,2222025 367,133,4282026 378,147,4312027 389,491,8542028 401,176,6102029 413,211,9082030 425,608,2652031 438,376,5132032 451,527,8092033 465,073,6432034 479,025,8522035 493,396,6282036 508,198,5272037 523,444,4822038 539,147,816

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SCHEDULE IV

Existing Liquor Enterprise Obligations*

Existing Chapter 166 ObligationsProgram Date IssuedDevelopment Assistance (Refunding) 10/1/1996 (Series 1998)Innovation Ohio 7/24/2003 (Series 2003A)Research & Development 11/6/2003 (Series 2003B)Development Assistance 9/9/2004 (Series 2004A)Research & Development 10/27/2005 (Series 2005A)Logistics & Distribution 6/18/2009 (Series 2009A)Logistics & Distribution 6/18/2009 (Series 2009B)Advanced Energy 11/5/2009 (Series 2009C)Direct Loan 2/18/2010 (Series 2010A)Innovation Ohio 6/15/2010 (Series 2010B)Logistics & Distribution 11/23/2010 (Series 2010D)Advanced EnergyLogistics & Distribution BANSDirect Loan BANSInnovation Ohio BANS

12/16/2010 (Series 2010C)5/30/2012 (Series 2012A)5/30/2012 (Series 2012B)5/30/2012 (Series 2012C)

Existing Chapter 151 ObligationsProgram Date IssuedRevitalization 10/1/2002 (Series 2002A)Revitalization 4/26/2006 (Series 2006A)Revitalization 4/30/2008 (Series 2008A)Revitalization 2/18/2010 (Series 2010A)Revitalization 2/18/2010 (Series 2010B)Revitalization BANS 5/30/2012 (Series 2012A)Revitalization BANS 5/30/2012 (Series 2012B)

* Existing Liquor Enterprise Obligations include all outstanding principal and interest andredemption premium thereon plus the fees and expenses of the escrow agents, and the fees of theindependent certified public accounting firm verifying the sufficiency of the escrows and counselto the Treasurer of State of Ohio in connection with the defeasance.

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SCHEDULE V

Historical Spirituous Liquor Profits

FY 2003 FY 2004 FY 2005 FY 2006 FY 2007

Original Net Profit $145,354,779.59 $156,666,732.34 $164,774,398.52 $191,589,561.48 $203,231,238.51

Less LicensingSalaries and Benefits $4,284,622.74 $4,715,468.45 $4,607,816.91 $4,655,441.21 $4,788,173.67All Other $1,010,550.08 $982,583.70 $995,434.97 $1,074,498.95 $1,058,551.28

Total Licensing $5,295,172.82 $5,698,052.15 $5,603,251.88 $5,729,940.16 $5,846,724.95

Less Beer and WineSalaries and Benefits $470,813.47 $504,374.61 $516,182.94 $527,212.05 $519,077.37All Other $119,820.27 $114,074.50 $117,571.79 $118,122.05 $119,492.16

Total Beer and Wine $590,633.74 $618,449.11 $633,754.73 $645,334.10 $638,569.53

Total Adjusted Net Profit $151,240,586.15 $162,983,233.60 $171,011,405.13 $197,964,835.74 $209,716,532.99

FY 2008 FY 2009 FY 2010 FY 2011 FY 2012

Original Net Profit $213,012,752.58 $224,227,469.76 $228,795,792.14 $237,176,246.16 $251,416,402.20

Less LicensingSalaries and Benefits $4,886,132.34 $4,902,962.65 $4,778,171.23 $4,701,830.80 $5,003,523.55All Other $1,225,452.28 $1,225,984.18 $1,105,616.53 $1,506,541.07 $1,312,849.81

Total Licensing $6,111,584.62 $6,128,946.83 $5,883,787.76 $6,208,371.87 $6,316,373.36

Less Beer and WineSalaries and Benefits $261,747.80 $83,747.97 $34,453.97 $88,074.69 -$5,396.06All Other $135,241.63 $116,906.03 $100,791.39 $133,847.37 $130,478.58

Total Beer and Wine $396,989.43 $200,654.00 $135,245.36 $221,922.06 $125,082.52

Total Adjusted Net Profit $219,521,326.63 $230,557,070.59 $234,814,825.26 $243,606,540.09 $257,857,858.08

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Current AssetsAccounts Receivable

Sales Receivable 13,329,781.86$Store Managers Adjustment 218,011.26$

InventoryLiquor In Agencies 45,550,190.63$Paper Bags &Misc. Supplies 786,283.84$

PrepaidsRent 28,635.60$

Total Current Assets: 59,912,903.19$

Current LiabilitiesAccounts Payable

Liquor Purchase 33,619,262.43$Taxes 9,484,854.76$Operating Expenses 318,078.38$Commissions 4,736,322.95$Freight 167,133.90$

Total Current Liabilities: 48,325,652.42$

Working Capital: 11,587,250.77$

Working Capital Calculation as of 12/31/2011

SCHEDULE VI

Historical Working Capital

Working Capital Considerations:

Current Assets excludes Cash.Current Liabilities excludes salaries payable, all permit fees due taxing districts, alldeposits on permit applications, and gross profit due the Alcoholism Treatment Program.

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SCHEDULE VII

Regulatory Functions1

Issuing new licenses and permits for all manufacturer, wholesale distributor, and retail liquorlicenses for the State. Ohio Rev. Code §§ 4301.10(A)(2), 4303.02 to .234, .24, .26, .292;Ohio Admin. Code § 4301:1-1-12.Processing and issuing liquor licenses pursuant to the quota and other provisions of OhioRevised Code §§ 4301 and 4303. Ohio Rev. Code § 4303.29(B)(2), .292; Ohio Admin. Code§ 4301:1-1-11.Conducting inspections and investigations of permit premises. Ohio Rev. Code §4301.10(A)(1), (6)–(7).Administrating new location, transfer of location, and transfer of ownership applications.Ohio Rev. Code § 4303.24, .26, .29(B)(2)(b); Ohio Admin. Code § 4301:1-1-12, -14, -17.Reviewing qualifications of licensees, including background checks. Ohio Rev. Code §§121.08(K), 4303.29(A), .292(A)(1)(a); Ohio Admin. Code § 4301:1-1-19.Reviewing the qualifications of agencies and prospective agencies (including the physicalstructure, financial stability of ownership, and wet/dry status). Ohio Rev. Code §4303.292(A)(2)(a); Ohio Admin. Code § 4301:1-1-12, -17.Administrating liquor license renewals. Ohio Rev. Code § 4303.271, .292.Issuing permits of various classes (55 classes of permits are available) includingmanufacturer, supplier, distributor, retailer, on premise and temporary permits. Ohio Rev.Code § 4303.02 to .234, .26.Enforcing hours of operation and Sunday sales. Ohio Rev. Code § 4301.10(A)(1), (4), (6),(7); Ohio Admin. Code § 4301:1-1-49.Reviewing local options pursuant to Ohio Revised Code § 4301.32 to .41.Sending notifications of permit applications to the local legislative authority and police. OhioRev. Code § 4303.26(A).Reviewing locations for violations. Ohio Rev. Code § 4301.10(A)(1), (6); Ohio Admin. Code§ 4301:1-1-19.Overseeing and administrating various facets of beer and wine manufacturing, sale,transportation and distribution within the state, including out of state suppliers, productregistrations, and territory designations. Ohio Rev. Code § 4301.10(A)(1)–(2), (4), (6)–(8),.24, .241; Ohio Admin. Code §§ 4301-2-01, 4301:1-1-03, -05, -22, -24, -28, -72, -73, -74.Issuing Tax Non-Renewal Orders. Ohio Rev. Code § 4303.271(D)(2)(a).Processing expansions or diminutions of permit premises. Ohio Rev. Code §§ 4301.10(C),4303.27; Ohio Admin. Code § 4301-1-02.Approving transfers of products between permit premises. Ohio Admin. Code § 4301:1-1-46.Approving tastings of beer, wine, and mixed beverages. Ohio Admin. Code § 4301:1-1-30.Conducting hearings pursuant to objections by legislative authorities or institutions. OhioRev. Code § 4303.26, .271.

1 Any changes to Spirituous Liquor statutes or regulations require legislative or administrative action. DLC isauthorized to update this Exhibit from time to time as a result of any such action.

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SCHEDULE VIII

Retained Assets and Functions

A. Retained Assets:

1. Cash.

2. All contracts and contract rights related to the Liquor Enterprise that are not set forth onSchedule I.

3. All information technology systems used or usable by the Liquor Enterprise.

4. All employee benefit plans of the Liquor Enterprise.

5. Vehicles used or held for use in the Liquor Enterprise.

6. Office equipment, supplies, and other personal property used or held for use in the LiquorEnterprise.

7. Facilities Establishment Fund created by Section 166.03 of the ORC.

8. All other assets, rights and properties of the Liquor Enterprise other than the Franchiseand the Transferred Assets.

B. Retained Functions:

1. All Statutory Merchandising Functions and all Regulatory Functions.

2. All of the Services (as defined therein) to be provided by DLC pursuant to the terms ofthe DLC Services Agreement.

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SCHEDULE IX

Statutory Merchandising Functions2

Selecting spirituous liquor products, including size. Ohio Rev. Code § 4301.10(A)(1),(3), (11), .101, .17, .18, .19.Determining which agency locations will sell particular products. Ohio Rev. Code §4301.10(A)(1), (3), (11).Controlling the purchase of spirituous liquor for distribution to agencies. Ohio Rev. Code§ 4301.10(A)(1), (3), (11), (B)(2), .18.Reviewing and approving trucking contracts for spirituous liquor distribution purposes.Ohio Rev. Code § 4301.10(A)(1), (3), (11), (B)(2).Reviewing and approving warehouse contracts. Ohio Rev. Code § 4301.10(A)(1), (3),(11), (B)(2).Determining agency shelf sets. Ohio Rev. Code § 4301.10(A)(1), (3), (11).Auditing agencies for statutory compliance Ohio Rev. Code § 4301.10(A)(1), (3), (11).Fixing the wholesale and retail prices at which the various classes, varieties, and brandsof spirituous liquor are sold (pursuant to statutory provisions, including gross profit caps).Ohio Rev. Code § 4301.10(A)(1), (3), (11), (B)(4); Ohio Admin. Code § 4301-3-01(D).Selecting new agency sites in a manner consistent with the Ohio Revised Code, includingcompliance with quota and county limits. Ohio Rev. Code § 4301.10(A)(1), (3), (11),.17(A)(1); Ohio Admin. Code § 4301-5-01.Fixing the amount of commissions paid to liquor contract agencies. Ohio Rev. Code §4301.12, .16, .17(A)(1).Monitoring of and adherence to the statutory number of liquor agencies in a county. OhioRev. Code § 4301.17(A)(1).Processing of legislative notice for new agency location proposals, assignments of anagency contract, agency relocation proposals, or the relocation and assignment of anagency. Ohio Rev. Code § 4301.17(B).Notifying appropriate authorities if a proposed agency, assignment of an agency contract,or relocation of an existing agency store would cause such agency to be located within500 feet of the school, church, library, public playground, or township park. Ohio Rev.Code § 4301.17(B).Processing the relocation of an agency or reassignment and relocation of an existingagency store. Ohio Rev. Code § 4301.17(B).Issuing non-quota C-1 and C-2 licenses for agencies. Ohio Rev. Code § 4301.17(C).Establishing bonding requirements for each agency. Ohio Rev. Code § 4301.17(E).Administering agency contracts for the sale of spirituous liquor. Ohio Rev. Code §4301.17(C).Determining the location of all state liquor stores. Ohio Rev. Code § 4301.10(A)(5); OhioAdmin. Code § 4301-5-01.Processing of and setting standards for expansions or diminutions of permit premises.Ohio Rev. Code § 4301.10(C); Ohio Admin. Code § 4301-1-02.

2 Any changes to Spirituous Liquor statutes or regulations require legislative or administrative action. DLC isauthorized to update this Exhibit from time to time as a result of any such action.

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Selecting new state liquor agencies. Ohio Admin. Code § 4301-5-01.Approving tastings of spirituous liquor. Ohio Admin. Code § 4301:1-1-30.Conducting hearings pursuant to objections by legislative authorities or institutions. OhioRev. Code § 4301.17(B).Assigning retail accounts for the wholesale portion of spirituous liquor agency contract.Ohio Rev. Code § 4301.10(A)(3), (11), .17.Registering new spirituous liquor products listed. Ohio Rev. Code § 4301.10(A)(8).Registering spirituous liquor suppliers. Ohio Rev. Code § 4301.10(A)(8).Registering spirituous liquor solicitors. Ohio Rev. Code § 4301.10(A)(8).

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SCHEDULE X

Transferred Assets

1. All Spirituous Liquor inventory of the Liquor Enterprise existing as of Closing.

2. All Unswept Sales Revenue.

3. All Working Capital of the Liquor Enterprise as of the Closing (subject to Section 3.4).

4. All Assigned Contracts and Contract Rights identified on Schedule I (subject to Section2.3).

5. Those certain licenses to use certain information technology included in the RetainedAssets and Functions granted to Franchisee pursuant to the terms of the DLC ServicesAgreement.

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SCHEDULE XI

Existing Liquor Enterprise Make-Whole Obligations*

Existing Chapter 166 ObligationsProgram Date IssuedDirect Loan 2/18/2010 (Series 2010A)Innovation Ohio 6/15/2010 (Series 2010B)Advanced Energy 12/16/2010 (Series 2010C)

Existing Chapter 151 ObligationsProgram Date IssuedRevitalization 2/18/2010 (Series 2010B)

* Existing Liquor Enterprise Make-Whole Obligations include all outstanding principal amountsand interest and redemption premium thereon plus the fees of the escrow agents, and the fees andexpenses of the independent certified public accounting firm verifying the sufficiency of theescrows and counsel to the Treasurer of State of Ohio in connection with the defeasance.

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APPENDIX E

Form of Operations Services Agreement

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OPERATIONS SERVICES AGREEMENT

CINCINNATI/91891.14

by and among

THE DEPARTMENT OF COMMERCE OF THE STATE OF OHIO,

THE OFFICE OF BUDGET AND MANAGEMENT OF THE STATE OF OHIO,

JOBSOHIO

and

JOBSOHIO BEVERAGE SYSTEM

January 20,2012

Execution Copy TABLE OF CONTENTS

ARTICLE I - SERVICES .................................................................................................................. 1

1.1 Scope of Services ......................................................................................................... 1 1.2 Standards of Performance ............................................................................................ 2 1.3 Limitations and Exclusions .......................................................................................... 2

ARTICLE II - SERVICES FEE ........................................................................................................ 2

2.1 Services Fee ................................................................................................................. 2 2.2 Cost Reporting ............................................................................................................. 2 2.3 Ordinary Operating Expenses ...................................................................................... 3 2.4 Extraordinary Expenses ............................................................................................... 5

ARTICLE lll- FRANCHISEE OBLIGATIONS ............................................................................ 6

3.1 Gross Receipts Account. 3.2 Third Party Vendors ..................................................................................................... 7 3.3 Financial Statements; Taxes; Tax Returns ................................................................... 7 3.4 Compliance .................................................................................................................. 8 3.5 Insurance ...................................................................................................................... 8 3.6 Access; Information Sharing ........................................................................................ 9

ARTICLE IV- BUSINESS PLAN; CAPITAL EXPENDITURES ................................................ 9

4.1 Business Plan ............................................................................................................... 9 4.2 Capital Expenditures .................................................................................................... 9

ARTICLE V- MUTUAL COVENANTS ....................................................................................... 10

5.1 Books and Records .................................................................................................... 11 5.2 Inspection & Audit Rights ......................................................................................... 11

ARTICLE VI- TERM & TERMINATION ................................................................................... ll

6.1 Term ........................................................................................................................... 11 6.2 Cross-Termination ..................................................................................................... 11 6.3 Breach; Remedies ...................................................................................................... 11 6.4 Effects of Termination ............................................................................................... 12 6.5 Survival. ..................................................................................................................... 12

ARTICLE VII - INDEMNIFICATION .......................................................................................... 12

ARTICLE VIII - MISCELLANEOUS ........•..•••......•••.•••....••..•••.........•.•••......•..........•••••••.....•••••..... 12

8.1 Definitions .................................................................................................................. 12 8.2 Acknowledgement. .................................................................................................... 13 8.3 Independent Contractor .............................................................................................. 13 8.4 Use of Other State Entities ......................................................................................... 13 8.5 Force Majeure ............................................................................................................ 13 8.6 Notices ....................................................................................................................... 13 8.7 Binding Effect; Assignment. ...................................................................................... 15 8.8 Third Party Beneficiaries ........................................................................................... 15 8.9 Amendment. ............................................................................................................... 16 8.10 Waiver; Remedies ...................................................................................................... 16

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8.11 Severability ................................................................................................................ 16 8.12 Construction; Interpretations ...................................................................................... l6 8.13 Entire Agreement. ...................................................................................................... 16 8. I 4 Governing Law .......................................................................................................... 16 8.15 Venue; Submission to Jurisdiction ............................................................................. 16 8.16 WAIVER OF JURY TRIAL ...................................................................................... 17 8.17 Counterparts; Electronic Signature ............................................................................ 17

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EXHIBITS and SCHEDULES

Exhibit A Schedule A -1 -Schedule A-2 -Exhibit B Exhibit C

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Services Liquor Tax Calculation, Reporting and Payment Process Flow of Funds Statutory Merchandising Excluded Regulatory Activities

iii

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OPERATIONS SERVICES AGREEMENT

This OPERATIONS SERVICES AGREEMENT (this "Agreement") is entered into as of this 20th day of January, 2012 and shall be effective on the Effective Date, by and among JOBSOHIO BEVERAGE SYSTEM, an Ohio nonprofit corporation (the "Franchisee"), the sole member of which is JobsOhio, an Ohio nonprofit corporation ("JobsOhio"), the STATE OF OHIO, DEPARTMENT OF COMMERCE, ACTING FOR ITS DIVISIONS OF ADMINISTRATION AND LIQUOR CONTROL ("DLC"), and the STATE OF OHIO, OFFICE OF BUDGET AND MANAGEMENT ("OBM"), both administrative departments of the State of Ohio under ORC Chapter 121. Hereinafter, DLC, OBM, JobsOhio (for purposes of Sections 7.1 and 8.9) and the Franchisee shall each be referred to as a "Party" and collectively, as the "Parties," the State of Ohio shall be referred to as the "State," and OBM and DLC shall collectively be referred to as the "State Parties."

RECITALS:

A. Pursuant to Ohio Revised Code ("ORC") § 4301.10, DLC has the exclusive right to purchase, merchandise, and sell Spirituous Liquor (as defined in ORC § 4301.01(B)(5)) in the State.

B. Pursuant to the Constitution and the laws of the State, and particularly ORC Chapter 4313, the State Parties will enter into that certain Franchise and Transfer Agreement with the Franchisee (the "Transfer Agreement"), (i) granting the Franchisee the exclusive right to procure and sell Spirituous Liquor and perform certain merchandising activities related thereto, other than the Excluded Regulatory Activities (defined below) and the Statutory Merchandising Activities (defined below), in the State (the "Franchise") and (ii) transferring certain assets, rights and interests related thereto (identified therein as the "Transferred Assets") to the Franchisee, each effective upon the Effective Date (defined below) for the duration of the Term (defined below) (items (i) and (ii), collectively with the After-Acquired Assets, the "Liquor Business"). "After-Acquired Assets" means those rights and assets acquired by the Franchisee during the Term that are used solely or primarily in connection with the operation of the Franchise.

C. It is a condition to the consummation of the Transfer Agreement, and provided by ORC § 4313.02(E), that the Parties enter into this Agreement for the provision of the Services (defined below) by DLC to the Franchisee for the continuing operations of the Liquor Business.

D. The Franchisee desires to engage DLC, and DLC desires to be engaged, to provide the Services and to enter into the other arrangements provided or contemplated herein, subject to the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, hereby, agree as follows:

ARTICLE I - SERVICES

1.1 Scope of Services. As of the Effective Date, and subject to the terms and conditions of this Agreement, the Franchisee hereby engages DLC to provide, or cause to be provided to the Franchisee, those certain procurement, distribution, merchandising, management and other

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operational services, as well as the necessary facilities, administrative support and personnel, for the ongoing operation of the Liquor Business, which are identified in Exhibit A hereto (which may be modified, supplemented and/or amended at any time and from time to time upon mutual agreement of the Parties and reflected on a substitute Exhibit A, a copy of which shall be delivered in writing to each of the Parties) (collectively, the "Services"). In consideration of DLC's performance of such Services, the Franchisee will pay DLC the Services Fee (defined below) in the manner set forth in Section 2.1.

1.2 Standards of Performance. DLC will render the Services to Franchisee: (a) in a manner consistent with the Expense Budget (defined below) and the Business Plan (defined below) and (b) in compliance with all applicable federal, state, and local laws, rules, and regulations; provided, however, that, although included in the Services to be provided by DLC to Franchisee, the performance of the "Statutory Merchandising Activities" identified in Exhibit B hereto will at all times remain under the ultimate control, management, and supervision of DLC, in its sole discretion. Franchisee acknowledges that its input into DLC's performance of such Statutory Merchandising Activities is limited to the right to consult with, and make recommendations to, DLC during the Expense Budget Review and Business Plan processes set forth in Sections 2.3 and 4.1 hereof.

1.3 Limitations and Exclusions. For the avoidance of doubt, the Services do not, and will not, include, and Franchisee shall not be obligated to pay any amounts related to, any activity related to the regulation, licensure, or enforcement of the sale or use of Spirituous Liquor, beer, wine or mixed beverages in the State, including those activities identified in Exhibit C hereto (collectively, the "Excluded Regulatory Activities"). Franchisee acknowledges that such Excluded Regulatory Activities will be performed by DLC and the State, in compliance with applicable laws, in their sole discretion, without consultation with, or the consent or approval of, Franchisee. Furthermore, subject to the exclusive nature of the Franchise, nothing contained in this Agreement will prevent or prohibit any of the State Parties from (a) providing the Services, (b) using information or data related to, or derived from, the Services or the Liquor Business in conducting their other respective duties, operations, and activities, or (c) providing similar services to other persons, State agencies, or business entities (collectively, the "State Operations").

ARTICLE II - SERVICES FEE

2.1 Services Fee. In accordance with the provisions of this Article II and Section 4.2, Franchisee will pay, or cause to be paid, all of the direct and indirect costs and expenses incurred by DLC in rendering the Services and performing its obligations hereunder ("Services Fee"). The Services Fee will include payment for, in accordance with and subject to the provisions hereof: (a) all ordinary and recurring costs and expenses of rendering the Services and any related reasonable allocations of overhead, time, or expense by the State or any of its agencies to DLC in connection with rendering such Services ("Ordinary Operating Expenses"), (b) all extraordinary, non-recurring costs and expenses of rendering the Services and/or operating the Liquor Business ("Extraordinary Expenses"), and (c) all capital expenditures necessary and appropriate for the performance of the Services and/or the operation of the Liquor Business ("Capital Expenditures").

2.2 Cost Reporting. DLC will cooperate in good faith with Franchisee to provide periodic and transparent cost reporting of the actual Services Fee incurred by DLC hereunder ("Cost Reporting"), including the Ordinary Operating Expenses, Extraordinary Expenses, and Capital Expenditures. DLC will provide such Cost Reporting to Franchisee (i) no less than quarterly and (ii) in such form, substance and detail as Franchisee and DLC may mutually agree.

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2.3 Ordinary Operating Expenses.

(a) Estimated Expense Budgets. For each Budget Period (defined below), DLC will prepare and deliver to Franchisee a budget (the "Expense Budget") containing: (i) the reasonably anticipated Ordinary Operating Expenses of DLC in rendering the Services and performing its obligations hereunder during such Budget Period ("Estimated Expenses"), (ii) the annualized Estimated Expenses, in reasonable detail, for each Fiscal Year of such Budget Period, and (iii) a payment schedule dividing the total Estimated Expenses for such Budget Period into no less than four periodic payments and specifying the amount and due date of each such payment (the "Estimated Expense Payments"). For purposes of this Agreement, "Fiscal Year" means the fiscal year of DLC, which begins on July 1st of each calendar year and ends on June 30th of the subsequent calendar year. The Parties hereby acknowledge and agree that each Expense Budget will not include any amounts related to the Excluded Regulatory Functions.

(b) Initial Expense Budget As of the Effective Date, DLC has delivered a copy of the initial Expense Budget to Franchisee for the Budget Period indicated in Section 2.3(c) below ("Initial Expense Budget"). Such Initial Expense Budget will be deemed approved by the Parties at the Effective Date.

(c) Expense Budget Periods. The Initial Expense Budget has been prepared for the period beginning on the Effective Date and ending on June 30, 2013, and each subsequent Expense Budget will be prepared for a two-year period coinciding with the then current State budget biennium period (each, a "Budget Period").

(d) Expense Budget Principles. The Initial Expense Budget has been, and all subsequent Expense Budgets will be, prepared using the practices, methodologies, and assumptions mutually agreed upon, in writing, by Franchisee and DLC ("Budget Principles"). As of the Effective Date, DLC has delivered a copy of such Budget Principles to Franchisee. The Parties acknowledge that the Budget Principles used to prepare each Expense Budget will likely change over the course of the Term and such Budget Principles will be modified, as needed, by mutual agreement of Franchisee andDLC.

(e) Estimated Expense Payments. Commencing on the Effective Date, and no later than the lst day of each calendar quarter during each applicable Budget Period (defined below) thereafter, Franchisee will pay DLC the Estimated Expense Payment identified in the applicable Expense Budget. If this Agreement terminates on a day other than the last day of a calendar quarter, the amount of any Estimated Expense Payment payable by the Franchisee under this Section 2.3 will be prorated on a daily basis.

(f) Payment Adjustments. No later than 60 days after the end of each Fiscal Year, DLC will (i) review the final Cost Reporting for such Fiscal Year, (ii) calculate the actual amount of the Ordinary Operating Expenses for such Fiscal Year, (iii) provide to the Franchisee a reasonably detailed statement of calculations used in determining such Ordinary Operating Expenses and (iv) determine whether the actual amount of the Ordinary Operating Expenses was more or less than the aggregate amount of the Estimated Expense Payments made by the Franchisee during such Fiscal Year and whether such difference (if any) results in an over-payment or under-payment of the Ordinary Operating Expenses by the Franchisee (an "Adjustment Amount"). If DLC determines that an over-payment has been made by the Franchisee, then DLC will credit such Adjustment Amount against the Franchisee's next quarterly Estimated Expense Payment. If DLC determines that an

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under-payment has been made by the Franchisee, then the Franchisee will pay such Adjustment Amount to DLC no later than 31 days after receipt of DLC's written notice and calculation of such under-payment.

(g) Expense Budget Review and Updates. No later than 180 days prior to the expiration of each Budget Period, the Franchisee and DLC will meet and, in good faith, commence (i) a review of the Cost Reporting for the Ordinary Operating Expenses prepared to-date during the current Budget Period, and (ii) discussions of the reasonably anticipated Ordinary Operating Expenses for the upcoming Budget Period (the "Expense Budget Review"). No later than 90 days prior to the expiration of each Budget Period, DLC will provide the Franchisee with its proposed Expense Budget for the upcoming Budget Period, which Expense Budget will conform to DLC's estimate of the reasonably anticipated Ordinary Operating Expenses for such upcoming Budget Period.

(h) Budget Acceptance/Rejection. Each Expense Budget will be accepted or rejected by the Franchisee in its entirety. In the event the Franchisee disagrees with DLC's proposed Expense Budget for the upcoming Budget Period, the Franchisee may, within 15 days of its receipt of the proposed Expense Budget, provide DLC with written notice of its rejection of such Expense Budget, including a detailed statement of items in dispute ("Dispute Notice"). If the Franchisee does not provide a Dispute Notice within such 15-day period, (i) such Expense Budget will become effective, in its entirety as proposed by DLC, for such Budget Period, and (ii) beginning on the first day of the new Budget Period, the Franchisee will commence payment of the Estimated Expense Payments provided for in such Expense Budget.

(i) Dispute Resolution. If the Franchisee timely provides a Dispute Notice, the Executives (defined below) of the Franchisee and DLC will meet, consult with one another, in good faith, and attempt to resolve their disagreement over the proposed Expense Budget by accepting or modifying such Expense Budget, as needed, within 30 days of the date of the Dispute Notice. If the Franchisee and DLC cannot reach a resolution to accept or modify such Expense Budget, in its entirety, by the start of the upcoming Budget Period, then, until such time as the Franchisee and DLC otherwise agree on an Expense Budget, the Franchisee will continue to pay DLC the amount of the Estimated Expense Payments in the Expense Budget for the prior Budget Period (excluding any non­recurring or extraordinary items contained therein); provided, however, that such Estimated Expense Payments will be multiplied by the sum of one ( 1) plus the Inflation Multiple. "Inflation Multiple" means one and one-half ( 1.5) multiplied by the percentage change, year over year from the most recent December to December period, in the Consumer Price Index (Urban Wage Earners and Clerical Workers Services, Midwest Region, 1982-84 = 1 00), as published by the United States Department of Labor, Bureau of Labor Statistics, such successor index as may be published by the United States Department of Labor, Bureau of Labor Statistics, or such substitute index as may be mutually agreed upon by the Franchisee and DLC, provided that, if the Inflation Multiple is less than zero, then the Inflation Multiple shall equal zero. If Franchisee and DLC subsequently agree upon a new Expense Budget, in its entirety, then the Estimated Expense Payments set forth in the new Expense Budget will be applied retroactively to the beginning of such Budget Period (after accounting for any adjustments or increases already in effect). For purposes of this Agreement, "Executives" means the Director and Chief Financial Officer of the Department of Commerce, the Superintendent of DLC, and the Chief Investment Officer, Chief Operating Officer, and Chief Financial Officer of Franchisee.

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G) Acknowledgement. Franchisee and DLC acknowledge that each Expense Budget will be subject, to the extent required by applicable law, to the State's regular biennial appropriations process. With respect to such appropriations process:

(i) DLC will include in its biennial appropriation request to OBM the amounts needed to support the Expense Budget for such Budget Period, and OBM will include in its biennial budget estimates that it prepares and submits to the Governor the amounts needed to support the Expense Budget for such Budget Period, each as provided in the ORC and any other applicable provisions of law.

(ii) If the appropriations authorized by the State are not sufficient to support the Expense Budget, then: (A) DLC will re-submit any necessary appropriations requests to the OBM, which will submit such supplemental requests to the appropriate State authority, and (B) the Parties will otherwise cooperate in good faith with one another, to the extent possible, to cause the Services to be provided.

(iii) If DLC is unable to provide all or any portion of the Services to the Franchisee as a result of insufficient appropriations from the State, the Franchisee may, at its sole cost and expense and subject to applicable law, obtain or arrange for the provision of that portion of the Services for which DLC is unable to provide and DLC's provision of such Services hereunder shall be waived until additional appropriations for such Services are approved by the State.

2.4 Extraordinary Expenses.

(a) Permitted Expenses. Any Extraordinary Expense (a) in an amount less than 2% of the total Estimated Expenses for that Fiscal Year, individually or 4% of the total Estimated Expenses for that Fiscal Year, in the aggregate ("Threshold Amount") and (b) reasonably necessary for the performance of the Services or the operation of the Liquor Business, may be made by DLC without the prior approval of the Franchisee.

(b) Pre-Approved Expenses. Any Extraordinary Expense in an amount greater than the Threshold Amount will require the prior approval of the Franchisee; provided, however, that Franchisee must provide DLC with written notice of its disapproval ("Disapproval Notice") of such Extraordinary Expense within 20 days of its receipt of DLC's request to make such Extraordinary Expense. If the Franchisee does not provide a Disapproval Notice to DLC within such 20-day period, then DLC may undertake such Extraordinary Expense without the Franchisee's approval.

(c) Dispute Resolution. If (i) JobsOhio provides a timely Disapproval Notice, (ii) the Franchisee and DLC cannot agree upon the need to undertake an Extraordinary Expense requested by DLC within 30 days of the date of such Disapproval Notice, and (iii) DLC believes, in good faith, that such Extraordinary Expense is reasonably necessary for the performance or improvement of the Services, then (A) the Executives will meet, consult with one another, in good faith, and attempt to resolve the matters identified in the Disapproval Notice, and (B) until such time as an agreement is reached among the Executives, (1) no Extraordinary Expense shall be undertaken and the Franchisee will not be required to make any payment for such Extraordinary Expense, and (2) if the failure to undertake such Extraordinary Expense would reasonably be expected to have a material adverse

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effect on the Liquor Business and/or DLC's ability to perform a Service or Services, DLC' s compliance with Section 1.2 shall be waived only with respect to such Service or Services.

(d) Payment of Expenses. In addition to the Estimated Expense Payments, during each Fiscal Year, the Franchisee will provide DLC with an annual allowance for Extraordinary Expenses in amount equal to 4% of the total Estimated Expenses for such Fiscal Year ("Allowance"). Such Allowance will be paid to DLC, in full, no later than 15 days after the beginning of each Fiscal Year (or on the Effective Date in the case of the remaining portion of the first Fiscal Year of the Initial Budget Period) and held by DLC in a separate DLC fund number: 5LCO (the "Allowance Fund"), subject to the terms of this Section 2.4. At any time during the applicable Budget Period, DLC shall be entitled to pay for any Extraordinary Expense permitted or approved under Sections 2.4(a) or 2.4(b) above by drawing upon the Allowance. If the amount of any Extraordinary Expense permitted or approved under Sections 2.4(a) or 2.4(b) above is greater than the then-current funds balance in the Allowance Fund, then the Franchisee will, upon written request from DLC, pay the amount not covered by the funds in the Allowance Fund to DLC no later than 30 days after its receipt of such request from DLC.

(e) Replenishment of Allowance. No later than 30 days after the end of each Fiscal Year, DLC will provide the Franchisee with a copy of the account statement for the Allowance Fund as of June 30th of such Fiscal Year. Any balance remaining in the Allowance Fund at the end of the Fiscal Year shall be credited against the Franchisee's payment of the Allowance for the upcoming Fiscal Year.

ARTICLE III- FRANCHISEE OBLIGATIONS

At all times during the Term, the Franchisee will comply with the following obligations in connection with its operation of the Liquor Business and the performance of its obligations under this Agreement:

3.1 Gross Receipts Account. The Franchisee will initially engage the services of KeyBank, National Association (together with its successors and assigns, the "Depositary Bank"), to serve as the primary initial depository institution for revenues received from the Liquor Business, subject to the engagement of a replacement Depository Bank approved by Franchisee, upon not less than eight weeks prior notice to DLC. The Franchisee will establish and maintain a separate account (the "Gross Receipts Account") for the collection of all gross revenue and applicable taxes collected by the Liquor Business from the sale of Spirituous Liquor in the State during the Term ("Gross Revenue"). The Franchisee will enter into an arrangement under which the Depository Bank will conduct nightly sweeps of all Gross Revenue from each Agency Store's (defined in Exhibit A) designated bank account into the Gross Receipts Account. The Parties acknowledge that the Gross Receipts Account and Gross Revenue are not controlled by DLC. The Franchisee will deposit into or disburse from the Gross Receipts Account only funds related to the Liquor Business and will not co­mingle funds from its other operations or activities with the Gross Revenue in the Gross Receipts Account. The Parties will cooperate and coordinate in good faith with one another in connection with the provision of information and activities with respect to the Gross Receipts Account maintained in the possession of the Depositary Bank, including, but not limited to, conducting the cash management processes of the Liquor Business in a manner generally consistent with Schedule A-2 attached to Exhibit A hereto (which Schedule A-2 may be modified, supplemented and/or amended at any time and from time to time upon mutual agreement of the Parties and reflected on a substitute Schedule A-2, a copy of which shall be delivered in writing to each of the Parties). The

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Parties acknowledge that the Franchisee will be engaging a different financial institution to act as trustee for any of its Obligations (as defined in the Transfer Agreement).

3.2 Third Party Vendors.

(a) Vendor Arrangements. The Assigned Contracts (as defined in the Transfer Agreement) transferred to the Franchisee pursuant to the Transfer Agreement include contracts with Vendors (defined in Exhibit A) of the Liquor Business (such contracts with Vendors, the "Assigned Vendor Contracts"). The Parties acknowledge that, although the Franchisee assumed all of the liabilities and obligations under such Assigned Vendor Contracts as of the Effective Date, DLC will be responsible for supervising compliance of the contracting parties with the terms of such Assigned Vendor Contracts; provided, however, that upon (i) the expiration or earlier termination of any such Assigned Vendor Contract or (ii) a need for any new or additional Vendor services for the operation of the Liquor Business (which are not otherwise covered by the Assigned Vendor Contracts), the Franchisee will be solely responsible for negotiating and securing, at its own cost and expense, new contractual arrangements for such Vendor services (the "New Vendor Contract"). The Franchisee will provide DLC with a written copy of any proposed New Vendor Contract no later than 30 days prior to the effective date of such New Vendor Contract. For the avoidance of doubt, as of the Effective Date, the Franchisee will also be responsible for negotiating and entering into its own arrangements (contractual or otherwise) with Spirituous Liquor manufacturers for the procurement and purchase of Spirituous Liquor for the Liquor Business. All New Vendor Contracts in effect as of the date of termination of this Agreement will be deemed Transferred Assets under the Transfer Agreement and subject to the provisions of Section 17.7 of the Transfer Agreement.

(b) Disbursements to Third Parties. Upon receipt of the periodic Commission Payment Instructions (defined in Exhibit A) and periodic Vendor Payment Instructions (defined in Exhibit A) from DLC (in accordance with Exhibit A), the Franchisee will be responsible for approving such Instructions and paying the amounts provided for in such Instructions to such third party recipients as and when such amounts are due and payable. The Franchisee will make or cause to be made Commissions and Vendor Payment disbursements, and provide DLC with an electronic record of those payments no later than the same day on which such disbursements are made.

3.3 Financial Statements; Taxes; Tax Returns.

(a) Financial Statements. The Franchisee will create and maintain the financial reporting data, systems and processes, accounting controls, and financial statements (including balance sheets, profit and loss statements, and cash flow statements) issued in connection with, relating to, or arising out of, the ownership of the Liquor Business and/or the performance of the Services hereunder (the "Financial Statements"); provided, however, that DLC will provide the Franchisee with accurate, complete, and current Cost Reporting in accordance with Section 2.2. Franchisee will provide DLC with true, correct, accurate and complete copies of its (i) unaudited, interim Financial Statements no later than 30 days after their preparation and (ii) audited Financial Statements no later than 60 days after the end of each Fiscal Year.

(b) Taxes. At all times during the Term, (i) DLC shall be responsible for determining all the amount of, and providing the Franchisee with specific instructions for the remission of, any sales or gallonage taxes (under ORC §§ 4301.12, 4301.421, 4301.424, 5739.02, 5739.021, 5739.023, and 5739.026) and any other Spirituous Liquor tax owing to any taxing authority in any jurisdiction in connection with, relating to, or arising out of, the ownership or operation of the Liquor Business from

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time to time (the "Liquor Taxes"), in accordance with the process identified in Schedule A-I attached hereto, and (ii) the Franchisee shall be responsible for determining the amount of, and remitting, and certifying any other types of tax owing to any taxing authority in any jurisdiction in connection with, relating to, or arising out of, the ownership or operation of the Liquor Business, the Franchise, the Transferred Assets, the After-Acquired Assets, the Gross Revenue, or the performance of the Services hereunder (other than corporate income taxes or other taxes of any State Party related to such State Party's receipt of the Services Fees paid hereunder) (collectively with the Liquor Taxes, "Taxes"). Franchisee will pay, or cause to be paid, all Taxes to the appropriate taxing authority as such Taxes become due and payable, and will provide DLC with copies of all of its Tax payment receipts within 30 days of delivery of such payment receipts; provided that Liquor Taxes will be paid by Franchisee in accordance with Schedule A-1.

(c) Tax Returns. Commencing on January 1, 2013 with respect to calendar year 2012, and continuing during the Term for all subsequent tax periods thereafter, the Franchisee will be solely responsible for, and will file when due, all Tax returns and related documentation (such as Form 1099s to Vendors) and will provide DLC with true, correct, accurate and complete copies of all of its filed Tax returns and related documentation within 30 days of filing the same.

3.4 Compliance.

(a) Compliance with Laws. The Franchisee will perform its obligations under this Agreement in compliance with all applicable federal, state, and local laws and regulations.

(b) Compliance with Contracts. In addition, to the extent not already delegated to DLC and included in the Services, the Franchisee will comply with the terms of all of its contractual relationships entered into in connection with, arising out of, or related to the Franchise, Agency Stores, Transferred Assets, or this Agreement, including, but not limited to the Assigned Vendor Contracts and New Vendor Contracts ("Contract Obligations"). If (i) the Franchisee is in breach of any of its Contract Obligations and has not cured such breach within 30 days of its occurrence, and (ii) such breach has an effect on the Liquor Business that is materially adverse to DLC's ability to perform any of the Services or any of its other obligations hereunder, then, upon not less than 10 days prior notice to the Franchisee, (A) DLC may elect to cure such breach on the Franchisee's behalf and offset all reasonable expenses incurred by DLC in curing such breach against the Allowance and (B) until such breach is reasonably cured, DLC's compliance with the provisions of Section 1.2 shall be waived, but only with respect to the specific Service(s) affected under clause (ii) above.

3.5 Insurance. The Franchisee will obtain and maintain for itself customary and adequate insurance for the operation of the Liquor Business, including, but not limited to:

(a) comprehensive general liability insurance with a minimum Three Million Dollars ($3,000,000) combined single limit for claims that may arise from activities related to this Agreement, the Franchise, or the Transferred Assets; and

(b) a special form policy of insurance (formerly known as all-risk insurance) covering all equipment, furniture, leasehold improvements and betterments, furnishings, contents, merchandise, inventory, trade fixtures, signs, and other personal property of Franchisee related to the Franchise in an amount equal to one hundred percent (I 00%) of the replacement cost thereof.

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DLC will be named as an additional insured under each policy described above if and to the extent that the State has an insurable interest. The Franchisee will provide DLC with evidence of such insurance coverage no later than the Effective Date. Such insurance coverage will require no less than 30 days' prior written notice to DLC of any cancellations of, reductions in, or restrictions upon such coverage. The Franchisee will provide DLC with updated evidence of coverage no less than 30 days prior to the expiration of each coverage period.

3.6 Access; Information Sharing. The Franchisee will provide each State Party with such access to, and use of, the Transferred Assets and the information and data generated by the operation of the Liquor Business (including, without limitation, Spirituous Liquor sales information) as such State Party believes is reasonably necessary to render the Services, perform its obligations hereunder, or perform its State Operations. All such information and data provided by the Franchisee will be true, correct, accurate, complete and current as of the date provided. Each Party acknowledges that the use of any such information and data will be in accordance with the provisions of Section 5 .1.

ARTICLE IV -BUSINESS PLAN; CAPITAL EXPENDITURES

4.1 Business Plan. The Parties acknowledge the mutually advantageous goal of developing a business plan for the continued growth and improvement of the Liquor Business (the "Business Plan"). In furtherance of that goal, the Franchisee and DLC agree that the Executives of both the Franchisee and DLC will meet no less than quarterly to review the performance, profitability and operating efficiency of the Liquor Business. As soon as practicable following the Effective Date, the Franchisee and DLC agree to meet to develop the initial Business Plan for the Liquor Business, which Business Plan shall be implemented on July 1, 2012 and be operative through June 30, 2013. Each Business Plan thereafter will cover no less than a three year period and will coincide with DLC's Fiscal Years. For example, the Business Plan may cover a period from July 1, 2013 through June 30, 2016, while the next Business Plan may cover a period from July 1, 2014 through June 30, 2017. DLC acknowledges that during the Business Plan development and review processes, the Franchisee may make recommendations about the manner in which DLC renders the Services and DLC's Statutory Merchandising Activities hereunder. The Franchisee acknowledges that DLC has and will retain the sole and ultimate discretion and authority for deciding whether and to what extent any of the Franchisee's recommendations will be included in the Business Plan. DLC shall implement any recommendations it determines to include in the Business Plan related to the foregoing activities. The Excluded Regulatory Activities will not be included in or addressed by the Business Plan. The Franchisee and DLC will update and revise the Business Plan no less than annually, and will promptly provide updated copies of the same to the other Parties hereto.

The Parties acknowledge that the Business Plan will, to the extent mutually agreed by the Franchisee and DLC, incorporate and reflect plans for the modernization of the inventory control system used by the Liquor Business for its wholesale liquor distribution operations.

4.2 Capital Expenditures.

(a) Approval and Planning. All capital expenditures that are necessary and appropriate for the performance and improvement of the Services or the operation of the Liquor Business ("Capital Expenditures") will require the approval of Franchisee, which approval will not be unreasonably conditioned, withheld, or delayed. Capital Expenditures will be (i) provided for as a

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part of the applicable Business Plan to the extent possible, and (ii) undertaken by DLC in a manner consistent with such Business Plan (to the extent provided for in such Plan).

(b) Payment; Coordination. Capital Expenditures will be paid for separately by Franchisee in a manner mutually agreed upon by Franchisee and DLC. Franchisee and DLC will cooperate and consult with one another, in good faith, to plan and coordinate the funding of all such Capital Expenditures.

(c) Capital Assets. For purposes of this Agreement, all capital assets, properties, rights, or improvements acquired through such Capital Expenditures are referred to herein as "Capital Assets."

(d) Shared Assets. Capital Expenditures for Capital Assets that are to be shared with other State agencies or used for State Operations or any Statutory Merchandising Activities or Excluded Regulatory Activities other than rendering the Services ("Shared Assets"), will be allocated between DLC and such other agency or agencies or between the Services and such State Operations or such Statutory Merchandising Activities or Excluded Regulatory Activities, and such allocations will be included in the applicable Business Plan. Franchisee will only be obligated to pay for that portion of any Capital Expenditure allocated to DLC (or its subcontractors) and related to the Services. The ownership interest in any Shared Assets acquired through such Capital Expenditures will be held by DLC or such other agency or agencies; provided, however, that DLC hereby grants (or shall cause the applicable State agency or agencies to grant) Franchisee a non-exclusive, limited license to use such Shared Assets in the operation of the Liquor Business, at no cost, during the Term.

(e) Owned Assets. The ownership of Capital Assets other than the Shared Assets, which are acquired through such Capital Expenditures ("Owned Assets") will be owned by Franchisee; provided, however, that (x) Franchisee hereby grants DLC a limited license to use such Owned Assets in the performance of its obligations hereunder, at no cost, during the Term, and (y) such Owned Assets will be deemed Transferred Assets under the Transfer Agreement and be transferred back to DLC upon termination of that agreement based upon the unamortized useful life of such Owned Assets.

(f) Dispute Resolution. If (i) Franchisee and DLC cannot agree upon the need to undertake a Capital Expenditure requested by DLC or they disagree about the proper allocation of a Shared Asset and such disagreement results in a delay in acquiring such Shared Asset, and (ii) DLC believes, in good faith, that such Capital Expenditure is necessary for the performance or improvement of the Services, then (A) the Executives will meet, consult with one another, in good faith, and attempt to resolve their disagreement over the need to undertake a Capital Expenditure and (B) until such time as an agreement is reached among the Executives, (1) no Capital Expenditure shall be undertaken and the Franchisee will not be required to make any payment for such Capital Expenditure, and (2) if the failure to undertake such Capital Expenditure would reasonably be expected to have a material adverse effect on the Liquor Business and/or DLC's ability to perform a Service or Services, DLC's compliance with Section 1.2 shall be waived only with respect to such Service or Services.

ARTICLE V- MUTUAL COVENANTS

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5.1 Books and Records. Each Party will maintain its records regarding this Agreement, including its records of the Services Fee Cost Reporting, financial reports and statements, and all other material information pertaining to the Liquor Business and each Party's performance of its obligations hereunder ("Books and Records") consistent with the relevant record retention policies of the State Parties and the State, provided that each Party will maintain all tax returns of the Liquor Business and all materials related thereto (including, without limitation, all materials that would be used in the preparation of or filed in connection with a Form 990 filed with the Internal Revenue Service) for a period of not less than eight (8) years following the date of filing for each respective tax return. Furthermore, the Franchisee agrees to preserve and maintain any Books and Records requested by any State Party, its agents, or other appropriate State agencies or officials, in connection with any matter in dispute between DLC and the Franchisee related to or arising out of this Agreement, until such time as the matter is finally resolved. The Franchisee acknowledges that DLC is subject to the Ohio Public Records Act, ORC §149.43, et seq. Upon receipt of a public records request under ORC § 149.43, et seq. or a request for records pursuant to a legal proceeding, in connection with any of the Books and Records, DLC shall promptly notify the Franchisee of such request, and the Franchisee may, at its option and expense, dispute the disclosure of the requested information by seeking injunctive relief against such request or through other available legal process. DLC agrees not to disclose any specific Books and Records that the Franchisee has previously identified as a proprietary trade secret of the Franchisee without giving prior notice to the Franchisee. DLC is required by ORC § 149.43 to provide prompt inspection or copies within a reasonable period of time of such Books and Records in response to a proper public records request, subject to determination in DLC's sole discretion of DLC's rights and duties contained in ORC § 149.43, et seq. Notwithstanding the above or any other provision of this Agreement, the release of public records in compliance with Ohio law will not be deemed a breach of this Agreement.

5.2 Inspection & Audit Rights. At any time during normal business hours and upon at least 48 hours prior written notice (unless the Party to which such notice is given is in default under the Transfer Agreement, in which case shorter notice may be given), each Party will make available to any other Party, its agents, or representatives, or other appropriate State agencies or officials, the Books and Records which are in the possession or control of such Party. The requesting Party may, at its own cost and expense, review, and inspect such Books and Records in such a manner as not to interfere unreasonably with the normal business operations of the other Party; provided, however, that the use of any such Books and Records will be in accordance with the provisions of Section 5 .I.

ARTICLE VI- TERM & TERMINATION

6.1 Term. This Agreement will become effective on the Closing Date (as defined in the Transfer Agreement) (the "Effective Date") and continue in force and effect until the expiration or termination of the Transfer Agreement, unless it is terminated earlier pursuant to Section 6.2 below. The commencement and effectiveness of this Agreement is subject to the Closing under the Transfer Agreement (as defined therein).

6.2 Cross-Termination. This Agreement is co-terminus with the Transfer Agreement and will terminate immediately upon the effective date of any termination of the Transfer Agreement. No Party shall have any right to terminate this Agreement for any other reason, including as a result of another Party's material breach under Section 6.3.

6.3 Breach; Remedies. If a Party materially breaches any of its obligations under this Agreement and does not cure such breach to the reasonable satisfaction of the non-breaching Parties

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within 90 days of notice of such breach from a non-breaching Party ("Breach Notice"), then any non­breaching Party will be entitled to pursue all available remedies at law or in equity (including, as applicable, an action seeking mandamus, under ORC § 2731.01 ); provided, however, that if the breaching Party has initiated an adequate remedy within such 90-day period and at all times thereafter is diligently pursuing such adequate remedy to the reasonable satisfaction of the non­breaching Parties, then such remedies will not be available to any non-breaching Party for a period of 180 days after the date of the Breach Notice. For the avoidance of doubt, in the event a receiver is appointed, DLC may elect, in its sole discretion, not to terminate this Agreement and to transfer, convey, or assign the obligations of Franchisee under this Agreement to the receiver, to continue in full force and effect upon the terms set forth in this Agreement.

6.4 Effects of Termination. Upon termination of this Agreement, Franchisee will (a) pay DLC any unpaid Services Fees incurred prior to the effective date of such termination, and (b) provide, in coordination and cooperation with DLC and the Master Trustee, for the transition of all banking functions related to the Liquor Business (including the collection of Gross Revenue, and the payment of Commissions, Taxes, and Vendor Payments) from the Franchisee's Gross Receipts Account to an account designated by DLC in accordance with Sections 17.6 and 17.7 of the Transfer Agreement. For purpose of this Agreement, the "Master Trustee" means the trustee, or any successor trustee, under that certain Master Trust Indenture entered into by the Franchisee with respect to its Obligations (as defined in the Transfer Agreement).

6.5 Survival. Upon termination of this Agreement, the provisions and obligations set forth in Sections 3.3, 3.4, 3.6, 5.1, 5.2, 6.4, 6.5, ARTICLE VII - and ARTICLE VIII - of this Agreement will survive indefinitely, unless a shorter period of survival is expressly stated therein.

ARTICLE VII- INDEMNIFICATION

JobsOhio and Franchisee will, jointly and severally, indemnify, defend, and hold harmless DLC and its respective employees and agents ("Indemnitees") from and against any claims, actions, demands, lawsuits, costs and expenses (including reasonable attorneys' fees and costs of defense), damages, liabilities, and losses ("Damages") arising out of, or in connection with (a) any third-party claim for damages against the DLC and its respective employees and agents resulting from the Franchisee's failure to pay the Services Fee when due hereunder or (b) any employment related claims or matters, including workers' compensation claims, arising out of or related to the employment of, or services or activities performed by, DLC Personnel in connection with this Agreement, provided that neither the Franchisee nor JobsOhio will be obligated to provide indemnification for Damages to the extent such Damages result from the bad faith, gross negligence, or willful misconduct of any State Party hereto. Notwithstanding anything in this Agreement to the contrary, in no event shall the aggregate liability of JobsOhio for claims for indemnification pursuant to this Agreement exceed that portion of the Liquor Business Profits actually distributed to JobsOhio by Franchisee, if any.

ARTICLE VIII - MISCELLANEOUS

8.1 Definitions. Terms not otherwise defined herein, shall have the meaning ascribed to them under the Transfer Agreement.

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8.2 Acknowledgement. DLC acknowledges that under certain applicable circumstances, the provisions of Sections 14.5(c) and (d) of the Transfer Agreement may apply, and may result in additional rights, obligations and remedies of the Parties under the Transfer Agreement.

8.3 Independent Contractor. DLC, DLC Personnel, and each of their designees will perform DLC's duties and obligations under this Agreement as independent contractors. Nothing contained in this Agreement will be construed as creating an employer/employee, agency, partnership, joint owner or joint venture relationship between Franchisee and DLC or any DLC Personnel. Franchisee acknowledges that DLC has the full power and authority to undertake the provision of the Services by any means, method and manner it, in its sole discretion, reasonably exercised, deems appropriate.

8.4 Use of Other State Entities. DLC, in its discretion, may make arrangements with other State agencies, departments, and divisions, for the performance of any portion of the Services to be provided by it hereunder; provided, however, that no such arrangement shall take effect unless DLC has provided the Franchisee with at least 30 days prior written notice of such arrangement. DLC shall be responsible for supervising such third party's performance of such Services.

8.5 Force Maieure. No party will be in breach of this Agreement if such Party is prevented from performing any of its obligations hereunder as a result of a physical occurrence or condition outside of its reasonable control, including, without limitation, acts of God, nuclear emergency, fire, flood or similar cataclysmic occurrence, earthquake, landslide, tsunami, hurricane, tornado, snow storm or any other unusually severe weather condition, explosion, accident, riot, strike, civil disturbance, act of terrorism or other act of public enemy, blockade, insurrection, war, sabotage, governmental taking or condemnation. Such occurrences and conditions shall expressly exclude any changes in State laws, rules, or regulations.

8.6 Notices. All notices which are required or permitted to be given by any Party under this Agreement will be sent by registered or certified mail, postage prepaid, by overnight express courier, by electronic mail (read receipt requested), by facsimile transmission or personal hand delivery, properly addressed to the other party at the addresses below or such other contact person or addresses as any party may, from time to time, specify to the other party by similar notice.

If to DLC, at:

Ohio Department of Commerce 77 S. High Street, 23rd Floor Columbus, Ohio 43215 Attn: Director Fax: 614.220.7113 Email: david.goodman@com.state.oh.us

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with a copy to:

Ohio Department of Commerce 77 S. High Street, 23rd Floor Columbus, Ohio 43215 Attn: Chief Legal Counsel Fax: 614.644.7063 Email: donell.grubbs@com.state.oh.us

and with a copy to:

Ohio Department of Commerce, Division of Liquor Control 6606 Tussing Road Reynoldsburg, OH 43068 Attn: Superintendent Fax: 614.995.4047 Email: Bruce.Stevenson @com.state.oh.us

If to OBM, at:

Ohio Office of Budget and Management 30 E. Broad Street, 34th Floor Columbus, OH 43215 Attn: Director Fax: 614.728.9295 Email: tim.keen@obm.state.oh.us

with a copy to:

Ohio Office of Budget and Management, Legal Division 30 E. Broad Street, 34th Floor Columbus, OH 43215 Attn: Chief Legal Counsel Fax: 614.728.9295 Email: robin.rose@obm.state.oh.us

If to Franchisee, at:

CINCINNATII9189U4

Franchisee 41 S. High Street, Suite 2210 Columbus, Ohio 43215 Attn: Mark D. Kvamme Fax: 614.469.1049 Email: kvamme@jobs-ohio.com

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with a copy to:

Franchisee 41 S. High Street, Suite 2210 Columbus, Ohio 43215 Attn: Kristopher Wahlers Fax: 614.469.1049 Email: wahlers@ jobs-ohio.com

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If to JobsOhio, at:

JobsOhio 41 S. High Street, Suite 2210 Columbus, Ohio 43215 Attn: Mark D. Kvamme, Interim President and Chief Investment Officer Fax: 614.469.1049 Email: kvamme@jobs-ohio.com

with a copy to:

JobsOhio 41 S. High Street, Suite 2210 Columbus, Ohio 43215 Attn: Kristopher Wahlers, General Counsel Fax: 614.469.1049 Email: wahlers@jobs-ohio.com

Notices sent by registered or certified mail will be effective upon receipt. Notices sent by overnight express courier will be effective on the following day. Notices sent by electronic mail will be effective upon confirmation of receipt by return read receipt. Notices sent by hand delivery will be effective upon delivery (provided that a delivery receipt is signed by the recipient).

8.7 Binding Effect; Assignment. This Agreement will inure to the benefit of, and be binding upon, each of the Parties hereto and their respective successors in interest and permitted assigns. Neither this Agreement, nor any of the rights, interests, or obligations hereunder, may be assigned by any Party without the consent of all other Parties hereto, other than (a) an assignment by the Franchisee to (i) a wholly owned subsidiary, and/or (ii) any lender of the Franchisee as collateral security for the Transaction Bonds, provided, further, that, in each such case, the Franchisee will continue to be fully responsible for all of its obligations under this Agreement, or (b) an assignment by DLC to a receiver as set forth in Section 6.3.

8.8 Third Party Beneficiaries. This Agreement will not be construed as creating or conferring any rights, claims or remedies in favor of, or impose any obligation upon, any third party. The promises and covenants contained herein are for the sole benefit of the Parties hereto, and in the case of Article VII, the Indemnitees.

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8.9 Amendment. Neither this Agreement, nor any provision hereof, will be amended, modified, discharged, supplemented, or terminated, unless undertaken in a writing signed by the Parties to this Agreement.

8.10 Waiver; Remedies. The waiver by a Party of the observance or breach of any term, condition or obligation under this Agreement by any other Party hereto will not be a wavier of any other required observance or subsequent breach, whether similar in nature or otherwise. Neither the failure of a Party to exercise or any delay of such party in exercising, any right, power, benefit or privilege hereunder, nor any single or partial exercise of any right, power, benefit or privilege hereunder, will preclude any other or future exercise by such Party of any such right, power, benefit or privilege hereunder. The rights and remedies provided in this Agreement are cumulative and not exclusive of any other rights or remedies available to any Party at law or in equity.

8.11 Severability. If any term or provision of this Agreement or the performance of any such term or provision shall be invalid, illegal or unenforceable, such invalid, illegal or unenforceable term or provision shall be deemed enforceable to the fullest extent permitted by law, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby.

8.12 Construction; Interpretations. As used in this Agreement and required by the context, the singular and plural shall be deemed to include all genders; words importing persons shall include partnerships, corporations, limited liability companies, and other business associations; and the terms "herein," "hereof' and "hereunder" or other similar terms, refer to this Agreement as a whole and not only to the particular sentence, subsection or section in which any such term may be employed. Whenever in this Agreement the word "including" is used, the entire provision in which such word appears shall be read as if the phrase "including, without limitation," had been used. If any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by all of the Parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

8.13 Entire Agreement. This Agreement and the exhibits hereto, in conjunction with the Transfer Agreement, constitute the entire agreement among the Parties relating to the matters identified herein and therein and supersede all prior agreements, discussions, negotiations, representations and warranties (whether verbal or written) between the Parties relating to all such matters. The exhibits referenced in this Agreement are a part of and are each incorporated in their entirety into this Agreement by reference.

8.14 Governing Law. This Agreement and any claim, controversy or action arising out of or relating to this Agreement, will be governed by and construed in accordance with the laws of the State of Ohio, without regard to conflict of law principles that would result in the application of the laws of any other jurisdiction, and shall be deemed an agreement executed in the State of Ohio.

8.15 Venue; Submission to .Jurisdiction. Each Party irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement or the Transfer Agreement or for recognition and enforcement of any judgment in respect hereof or thereof brought by any other Party hereto or its successors or permitted assigns may be brought and determined in the courts situated in Franklin County, Ohio. For any such legal action or proceeding, each Party hereby irrevocably submits, on behalf of itself and in respect of its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts.

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8.16 WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSFER AGREEMENT, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSFER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.16.

8.17 Counterparts; Electronic Signature. This Agreement may be executed in multiple counterparts, all of which will be considered one and the same Agreement, and each of which will become effective when all other counterparts have been signed and delivered to the other Parties hereto. A facsimile, electronic or portable document format (PDF) copy of a signature to this Agreement will be deemed an original signature hereto.

[Signature Page Follows]

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IN WITNESS WHEREOF, a duly authorized representative of each party hereto hasexecuted this Operations Services Agreement as of the Effective Date.

JOBSOHIO BEVERAGE SYSTEM

By:Mark D. Kvamme,Authorized Representative

SOLELY WITH RESPECT TO SECTIONS 7.1 AND 8.9,JOBSOHIO

By:Mark D. Kvamme,Interim President and Chief Investment Officer

STATE OF OHIO, DEPARTMENT OF COMMERCE,ACTING FOR ITS DIVISIONS OF ADMINISTRATIONAND LIQUOR CONTROL

By:David Goodman,Director

STATE OF OHIO, OFFICE OF BUDGET ANDMANAGEMENT

By:Timothy S. Keen,Director

Exhibit A

Services1

(effective as of 12113111)

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The following constitute the Services to be provided by DLC to, and on behalf of, the Franchisee, the costs and expenses of which will be included in the Services Fee paid by the Franchisee. Each of the Services identified on this Exhibit A shall be rendered in accordance with and subject to the applicable provisions of this Agreement.

1. Facilities

• DLC will obtain or provide appropriate facilities for the provision of the Services hereunder, including administrative office space ("Facilities"). All real property used or held for use by DLC in rendering the Services hereunder will be owned or leased by DLC or the Ohio Department of Administrative Services ("DAS") on behalf of DLC (as applicable) pursuant to a valid and binding leasehold or fee simple interest in such real property. DLC (or DAS on its behalf) will (a) exercise complete and exclusive control over the operation, maintenance, and acquisition or disposition of such Facilities, (b) determine the price, rent, and other lease or ownership related costs, charges, and expenses to be paid for such Facilities, (c) maintain and perform all obligations under any leases for such Facilities (including arranging for appropriate insurance coverage (through available State insurance coverage options), housecleaning services, Facilities security services, and maintenance and repair services).

• DLC will be responsible for paying all real property taxes and assessments, all utilities, and all taxes on the personal property of DLC located at such Facilities, when such amounts are due and payable; provided, however, that the costs associated therewith will be included in the Expense Budget.

• DLC will provide such office furniture and equipment, office supplies and postage and other personal property, necessary and appropriate for performing the Services.

2. Personnel

• DLC will (by hiring State employees and contractors) provide, supervise, and manage all personnel necessary and appropriate for rendering the Services and performing its other obligations hereunder, including, but not limited, administrative and support staff (including deputy directors, superintendent, assistants, a PIO, and other management, human resources, financial, legal and information technology staff), agency operations staff, and Agency Store auditors.

• All personnel engaged by DLC to render services in connection with this Agreement will, at all times, be employees or contractors of the State ("DLC Personnel"). DLC will, in its sole

1 The defined terms used but not defined in this Exhibit A shall have the meaning ascribed to them in the body of this Agreement. For the avoidance of doubt, Services indicating that DLC "will provide," "will be responsible for," "will obtain," or "will pay" will be rendered by DLC on behalf of Franchisee and the cost and expense of such items will be advanced to DLC through the Estimated Expense Payments.

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discretion, (a) exercise complete and exclusive control over DLC Personnel, including the right to hire or terminate such Personnel at any time, and (b) determine the salaries, incentive compensation, wages, employee benefits, health and welfare plans, retirement and pension plans, and labor relations policies for such DLC Personnel. DLC will be responsible for collecting and remitting all unemployment compensation, all insurance and workers' compensation premiums, and all tax and payroll withholdings, required for DLC Personnel, when such amounts are due and payable; provided, however, that the costs associated therewith will be included by DLC in the Expense Budget.

• DLC will provide, or subcontract for, the human resources services and activities necessary to support DLC Personnel and the performance of the Services hereunder, including the provision, coordination, and administration of all State employee benefit plans, health and welfare plans, retirement and/or pension plans, and payroll services.

• DLC will keep all employee personnel, benefits, and payroll records required by the State, in accordance with the State's applicable record retention policies.

• DLC will train all DLC Personnel (in coordination with the Franchisee when necessary), including training of its Agency Store auditors and its information technology and financial services support staff.

3. Cash Management

• DLC will provide Cost Reporting as set forth in the Agreement and basic controlling functions for the Services, including the oversight, management, and coordination of inventory purchasing, accounts payable, accounts receivable, credit/collection, sales activity, and external and internal auditing activities.

• In conjunction with the Franchisee's nightly sweeps of Gross Revenue from Agency Store accounts to the Gross Receipts Account, DLC will conduct Agency Store sales polling on a daily basis, and will collect, process, and report such polling information to the appropriate Franchisee and DLC Personnel for their use, audit or review in connection with their respective obligations hereunder.

• DLC will, at periodic intervals mutually agreed to by the Franchisee and DLC, provide third party disbursement processing instructions to the Franchisee and/or the Depository Bank (as appropriate) for making disbursements to (a) the paper bag vendors, warehouse vendors, transportation carriers, Spirituous Liquor manufacturers, the Depository Bank and such other third party Liquor Business vendors ("Vendors") as are mutually agreed upon by the Franchisee and DLC (the "Vendor Payments"), in accordance with the terms of the applicable Assigned Vendor Contracts, New Vendor Contracts and/or any invoicing documentation issued by such third party vendor (the "Vendor Payment Instructions"), and (b) all State agency liquor stores (the "Agency Stores") for their respective commtsstons ("Commissions") in accordance with the terms of their respective Agency Store Contracts (defined below) (the "Commission Payment Instructions").

• DLC and Franchisee will perform their respective Liquor Tax calculation, reporting and payment obligations in accordance with the process enumerated on Schedule A-I attached to

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this Exhibit A.

• DLC will provide any other cash management functions mutually agreed upon by the Franchisee and DLC. DLC and the Franchisee will coordinate with one another to undertake the cash flow processes identified in the diagram attached to this Exhibit A as Schedule A-2 in the manner indicated therein.

4. Audit/Reconciliation.

• DLC's audit personnel will make personal visits to each Agency Store (a) not less than once every 90 days for a compliance review and assessment and (b) not less than twice per year to conduct a physical audit of the Spirituous Liquor inventory at each such location using a hand held scanner and paper documentation to calculate the inventory on hand. Upon completion of each audit the auditor will reset the Agency Store's point of sale system (including the LiquorBase PC or equivalent application) and report any difference to DLC agency operations staff. DLC will use the information generated by such audit process in the performance of its other obligations hereunder and will promptly provide a copy of the results of such audit to the Franchisee.

• DLC agency operations staff will, not less than daily, reconcile the Agency Store sales information it has collected with the results of its Agency Store audits. DLC will use the information generated by such audit process in the performance of its other obligations hereunder and will promptly provide a copy of the results of any such reconciliation to the Franchisee and instruct the Franchisee on the need for any refunds to Agency Stores or deductions for inventory losses.

• DLC will provide State vehicles to its audit personnel for the performance of their responsibilities hereunder. DLC will maintain, repair and insure such vehicles (through available State insurance coverage options). DLC will also cover all travel expenses related thereto.

5. Information Technology

• DLC will provide its own information technology systems, telecommunications systems, hardware, mainframe operating systems, and software necessary and appropriate for rendering the Services, including, but not limited to, a data center, a systems network (including backup and recovery systems and security systems), desktops, laptops, thin client VDI units, encrypted flash drives, printers, scanners, email and handheld phone services, employee and ERP applications, an inventory tracking system, a point of sale system (including the LiquorBase PC application or equivalent application), and a sales polling system (including DLC's current analog polling system, with analog dial up lines, digiboards, and controllers, and the Phython polling application) (collectively, the "IT Systems"). DLC will grant the Franchisee one or more licenses for the use of and access to DLC's information technology systems as may be reasonably necessary or appropriate to implement this Agreement and the Transfer Agreement.

• DLC will also (a) maintain, repair, upgrade and replace such IT Systems, (b) expand and acquire new information technology systems, and (c) make any approved capital expenditures

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thereto.

• DLC may contract with any other State agency, department, or division or any other third party service provider for all or any portion of such IT Systems.

6. Agency Operations

• Twice per calendar month, DLC will (on the Franchisee's behalf) calculate the amount of all Commissions owed to Agency Stores based upon the sales polling information and audit information results collected by DLC, and provide the appropriate Commission Payment Instructions to the Franchisee or the Depository Bank as provided above.

• DLC will (on behalf of the Franchisee) supervise and coordinate (a) Vendor compliance with the terms of any Assigned Vendor Contracts or New Vendor Contracts, (b) Agency Store compliance with the terms of the Franchisee Agency Contracts, and (c) the purchase of Spirituous Liquor inventory from manufacturers based upon price quotes received from such manufacturers. DLC will also (on behalf of the Franchisee) perform any of Franchisee's Contractual Obligations as may be mutually agreed upon by Franchisee and DLC.

• From time to time, DLC will also (directly or through its agents or other State agencies, including the Department of Administrative Services), subject to Section 8.3 of the Agreement, procure any of its own contractual arrangements as may be necessary and appropriate for the provision of the Services, other than the Assigned Vendor Contracts, New Vendor Contracts and the Franchisee Agency Contracts. DLC will supervise and perform its own obligations under all such contractual arrangements.

7. Merchandising, Marketing, & Advertising

• In coordination with each other, both DLC and the Franchisee will enter into separate bi­furcated contracts regarding the rights and responsibilities of Agency Stores in connection with the merchandising and sale of Spirituous Liquor ("Agency Store Contracts"), which Agency Store Contracts will be subject to the Statutory Merchandising Activities identified on Exhibit B. The Agency Store Contracts entered into between each Agency Store and Franchisee are referred to herein as the "Franchisee Agency Contracts".

• DLC will perform and provide the Statutory Merchandising Activities identified on Exhibit B to the Franchisee.

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Schedule A-1

Liquor Tax Calculation, Reporting and Payment Process

1. Tax Calculation. DLC shall calculate Liquor Taxes (as defined in the Agreement) of the Liquor Business twice per calendar month (each, a "Tax Calculation") for the following periods: ( 1) 1st thru the 15th and (2) 161

h thru the 301h (31 51

) (each, a "Tax Reporting Period").

2. Tax Payment Schedule. Liquor Taxes will be accrued and then paid by Franchisee (or the Master Trustee on its behalf) the calendar month following DLC' s Tax Calculation. Franchisee (or the Master Trustee on its behalf) will pay such applicable Liquor Taxes on the 51

h and 201h days of the calendar month following the applicable Tax Calculation.

3. Tax Reporting.

(a) Upon the close of each Tax Reporting Period, DLC, through its internal processes, will create the following reports for such Tax Reporting Period:

(i) Dollar Sales by Outlet Report, (ii) Sales Tax by County Report, (iii) Sales Tax by Outlet Report, (iv) Summary of Sales, Inventory, and Gallons Report, (v) Cuyahoga County Bottles & Dollars By Store Report.

(b) DLC will then use the information identified in the reports identified in Section 3(a) above to generate the following additional reports for such Tax Reporting Period:

(i) Sales Tax Report, (ii) Gallonage Tax Report, (iii) Memo outlining total Sales Tax, Gallonage Tax, and Cuyahoga Tax amounts

due for such Tax Reporting Period.

4. Tax Payment Instructions. No later than 10 days after the close of each Tax Reporting Period, DLC will deliver a Liquor Tax payment instruction packet ("Payment Instructions") to the Franchisee (or the Master Trustee on its behalf), which packet will (a) include copies all of the reports listed in Section 3(b) above and (b) specifically identify the payment dates and payment amounts for each type of Liquor Tax to be paid by Franchisee for such Tax Reporting Period (each, a "Tax Payment"). DLC will also provide a copy of the Payment Instructions (and any related backup documentation) to the Department of Taxation.

5. Payment of Liquor Taxes. Franchisee (or the Master Trustee on its behalf) will approve, initiate and pay each Tax Payment to the Department of Taxation in accordance with the Payment Instructions by electronic funds transfer (EFT) to the main State Bank Account held by the Treasurer of State. Under no circumstance will DLC initiate or pay any Tax Payments on behalf of Franchisee (through its CICS system or otherwise).

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6. Notice of Payment. Franchisee (or the Master Trustee on its behalf) will promptly notify DLC (by electronic mail, facsimile, or phone) of the initiation of each Tax Payment from its bank account ("Payment Notice").

7. Verification of Payment. Upon receipt of the Payment Notice, DLC will monitor the main State Bank Account through Key Bank and verify that such Tax Payment has been received. DLC will promptly provide confirmation of the receipt of such Tax Payment to Franchisee (by electronic mail, facsimile, or phone).

8. Certification. Once DLC has verified receipt of the Tax Payment in the main State Bank Account, DLC will initiate a Revenue document (i.e., the document showing the details of tax amounts and the funds to which they are due) in the OAKS system ("Certification") and send its Certification to the Treasurer of State. Upon receipt of the Certification, the Treasurer of State will transfer the Tax Payment from the main State Bank Account to the appropriate Department of Taxation fund or account.

9. Direct Payment Permit. Franchisee will obtain and maintain direct payment authority from the Ohio Department of Taxation for the payment of those specific taxes related to its operation of the Liquor Business (under ORC §§ 4301.12, 4301.421, 4301.424, 5739.02, 5739.021, 5739.023, and 5739.026, as applicable).

10. Conflicts. In the event and to the extent that the processes set forth on this Schedule A-1 are inconsistent with that certain Memorandum of Understanding between the Ohio Department of Taxation, the Treasurer of the State of Ohio, Franchisee and DLC (as amended from time to time), the terms of such Memorandum of Understanding will govern and control.

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Schedule A-2

Cash Flow Process Diagram

Nightiy ACH Sweep

I '

Franchisee Revenue Account at KeyBank

Within 1 Business Day

A-7

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Schedule A-2 (Continued)

Flow of Funds

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All Liquor Business Profits shall be deposited in the Revenue Fund no later than the Business Day following receipt thereof by JobsOhio Beverage System. JobsOhio Beverage System shall make the following payments from the Revenue Fund on the dates provided in the following order of priority:

(a) First: Into the Tax Fund, on the 5th and the 20th of each month, the amount sufficient to pay all taxes collected on the sale of spirituous liquor for the previous sales period.

(b) Second: Into the Operations Fund, on any Business Day, the amount, together with any available amounts then on deposit therein, sufficient to pay estimated Operating Expenses of the Liquor Enterprise, including on the first Business Day of each month one-third of the payments under the Service Contract for the quarter of the Fiscal Year of which that month is a part.

(c) Third: (1) Into the Interest Payment Account of the Debt Service Fund on the twenty-fifth of each month one-fifth of the amount necessary, after taking into account any money then on deposit in the Interest Payment Account, to provide for the interest due on the Obligations and any Related Debt on the next Interest Payment Date; (2) into the Principal Payment Account of the Debt Service Fund on the twenty-fifth of each month one-tenth of the amount necessary, after taking into account any moneys then on deposit in the Principal Payment Account, to provide for the payment of principal of the Obligations and any Related Debt, whether due to maturity or mandatory sinking fund requirements, on the next succeeding Principal Payment Date on which such principal is to be paid; provided, however, that the deposits into the Debt Service Fund for a series of Obligations or Related Debt then Outstanding may, at the discretion of the Obligated Group Agent, be discontinued at such time as the amounts then on deposit and available in the Debt Service Fund and the applicable account in the Debt Service Reserve Fund for that series of Obligations or Related Debt are sufficient to permit the purchase for cancellation or call for redemption at or before maturity all of the Obligations or Related Debt of that series then Outstanding and the Obligated Group Agent has notified the Master Trustee and the Related Debt Trustee, if any, to use such amounts to accomplish such purchase or redemption; and

(d) Fourth: Into the accounts created or designated in the Debt Service Reserve Fund, if any, on the twenty-fifth of each month the amounts provided in any Supplemental Master Indenture or Related Debt Indenture, an amount equal to one-twelfth of the Required Reserve Deficiency, until the amount then on deposit in such Fund equals the Required Reserve; provided, however, that any Required Reserve being initially funded from moneys other than the proceeds of Obligations or Related Debt must be funded from the General Purpose Fund or other moneys outside of the Trust Estate.

(e) Fifth: Into the Subordinated Indebtedness Debt Service Fund, (1) into the interest payment account of the debt service fund under the Subordinated Indebtedness Trust Indenture on the twenty­fifth of each month one-fifth of the amount necessary, after taking into account any money then on deposit in that interest payment account, to provide for the interest due on the Subordinated Indebtedness on the next interest payment date for the Subordinated Indebtedness; (2) into the principal payment account of the debt service fund under the Subordinated Indebtedness Trust Indenture on the twenty-fifth of each month one-tenth of the amount necessary, after taking into

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account any moneys then on deposit in that principal payment account, to provide for the payment of principal of the Subordinated Indebtedness, whether due to maturity or mandatory sinking fund requirements, on the next succeeding principal payment date on which such principal is to be paid; provided, however, that the deposits into the debt service fund for a series of Subordinated Indebtedness then Outstanding may, at the discretion of the Obligated Group Agent, be discontinued at such time as the amounts then on deposit and available in the related debt service fund and the applicable account in the Debt Service Reserve Fund for that series of Subordinated Indebtedness are sufficient to permit the purchase for cancellation or call for redemption at or before maturity all of the Subordinated Indebtedness of that series then Outstanding and the Obligated Group Agent has notified the Master Trustee and the trustee under the Subordinated Indebtedness Trust Indenture, if any, to use such amounts to accomplish such purchase or redemption or if greater, the Subordinated Debt Service Charges due during that month.

(t) Sixth: Into the accounts created or designated in the Subordinated Indebtedness Debt Service Reserve Fund, if any, on the twenty-fifth of each month the amounts provided in any Subordinated Indebtedness Trust Indenture, an amount equal to one-tenth of the any deficiency in the required reserve thereunder, if any, until the amount then on deposit in such Fund equals the reserve required by the Subordinated Indebtedness Trust Indenture; provided, however, that any required reserve for Subordinated Indebtedness being initially funded from moneys other than the proceeds of Subordinated Indebtedness must be funded from the General Purpose Fund or other moneys outside of the Trust Estate.

(g) Seventh: Into the Rebate Fund, if any, the amounts and at the times, provided in any Supplemental Master Indenture or Related Debt Indenture for the payment of any Rebate Amount.

(h) Eighth: to the Deferred Payment Reserve Fund, on the twenty-fifth of each month, the monthly amount budgeted for that purpose by JobsOhio Beverage System.

(i) Ninth: Into the General Purpose Fund, on the twenty-fifth of each month, any amount of the moneys remaining in the Revenue Fund, which the Obligated Group Agent has reasonably determined taking into account additional Revenues projected to be received, will not be needed to make deposits required in First through Eighth above.

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ExhibitB

Statutory Merchandisin~

• Selecting spirituous liquor products, including size. Ohio Rev. Code § 4301.10(A){l), (3), (11), .101, .17, .18, .19.

• Determining which agency locations will sell particular products. Ohio Rev. Code § 4301.10(A)(l), (3), (11).

• Controlling the purchase of spirituous liquor for distribution to agencies. Ohio Rev. Code § 4301.10(A)(l), (3), (11), (B)(2), .18.

• Reviewing and approving trucking contracts for spirituous liquor distribution purposes. Ohio Rev. Code§ 430l.IO(A)(l), (3), (11), (B)(2).

• Reviewing and approving warehouse contracts. Ohio Rev. Code§ 4301.10(A)(l), (3), (11), (B)(2).

• Determining agency shelf sets. Ohio Rev. Code§ 4301.10(A)(l), (3), (11). • Auditing agencies for statutory compliance Ohio Rev. Code§ 4301.10(A)(l), (3), (11). • Fixing the wholesale and retail prices at which the various classes, varieties, and brands of

spirituous liquor are sold (pursuant to statutory provisions, including gross profit caps). Ohio Rev. Code§ 4301.10(A)(l), (3), (11), (B)(4); Ohio Admin. Code§ 4301-3-01(D).

• Selecting new agency sites in a manner consistent with the Ohio Revised Code, including compliance with quota and county limits. Ohio Rev. Code § 4301.1 O(A)(l ), (3 ), (11 ), .17(A)(1); Ohio Admin. Code§ 4301-5-01.

• Fixing the amount of commissions paid to liquor contract agencies. Ohio Rev. Code § 4301.12, .16, .17(A)(l).

• Monitoring of and adherence to the statutory number of liquor agencies in a county. Ohio Rev. Code§ 4301.17(A)(l).

• Processing of legislative notice for new agency location proposals, assignments of an agency contract, agency relocation proposals, or the relocation and assignment of an agency. Ohio Rev. Code § 4301.17(B).

• Notifying appropriate authorities if a proposed agency, assignment of an agency contract, or relocation of an existing agency store would cause such agency to be located within 500 feet of the school, church, library, public playground, or township park. Ohio Rev. Code § 4301.17(B).

• Processing the relocation of an agency or reassignment and relocation of an existing agency store. Ohio Rev. Code§ 4301.17(B).

• Issuing non-quota C-1 and C-2 licenses for agencies. Ohio Rev. Code § 430 1.17(C). • Establishing bonding requirements for each agency. Ohio Rev. Code§ 4301.17(E). • Administering agency contracts for the sale of spirituous liquor. Ohio Rev. Code §

4301.17(C). • Determining the location of all state liquor stores. Ohio Rev. Code § 4301.10(A)(5); Ohio

Admin. Code § 4301-5-01. • Processing of and setting standards for expansions or diminutions of permit premises. Ohio

Rev. Code§ 4301.10(C); Ohio Admin. Code§ 4301-1-02.

2 Any changes to Spirituous Liquor statutes or regulations require legislative or administrative action. DLC is authorized to update this Exhibit from time to time as a result of any such action.

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• Selecting new state liquor agencies. Ohio Admin. Code § 4301-5-01. • Approving tastings of spirituous liquor. Ohio Admin. Code § 4301:1-1-30. • Conducting hearings pursuant to objections by legislative authorities or institutions. Ohio

Rev. Code§ 4301.17(B). • Assigning retail accounts for the wholesale portion of spirituous liquor agency contract. Ohio

Rev. Code§ 4301.10(A)(3), (11), .17.

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Exhibit C

Excluded Regulatory Activities3

• Issuing new licenses and permits for all manufacturer, wholesale distributor, and retail liquor licenses for the State. Ohio Rev. Code §§ 4301.10(A)(2), 4303.02 to .234, .24, .26, .292; Ohio Admin. Code§ 4301:1-1-12.

• Processing and issuing liquor licenses pursuant to the quota and other provisions of Ohio Revised Code§§ 4301 and 4303. Ohio Rev. Code§ 4303.29(B)(2), .292; Ohio Admin. Code § 4301:1-1-11.

• Conducting inspections and investigations of permit premises. Ohio Rev. Code § 4301.10(A)(l), (6)-(7).

• Administrating new location, transfer of location, and transfer of ownership applications. Ohio Rev. Code§ 4303.24, .26, .29(B)(2)(b); Ohio Admin. Code§ 4301:1-1-12, -14, -17.

• Reviewing qualifications of licensees, including background checks. Ohio Rev. Code §§ 121.08(K), 4303.29(A), .292(A)(1)(a); Ohio Admin. Code§ 4301:1-1-19.

• Reviewing the qualifications of agencies and prospective agencies (including the physical structure, financial stability of ownership, and wet/dry status). Ohio Rev. Code § 4303.292(A)(2)(a); Ohio Admin. Code§ 4301:1-1-12, -17.

• Administrating liquor license renewals. Ohio Rev. Code§ 4303.271, .292. • Issuing permits of various classes (55 classes of permits are available) including

manufacturer, supplier, distributor, retailer, on premise and temporary permits. Ohio Rev. Code§ 4303.02 to .234, .26.

• Enforcing hours of operation and Sunday sales. Ohio Rev. Code § 4301.10(A)(l), (4), (6), (7); Ohio Admin. Code§ 4301:1-1-49.

• Reviewing local options pursuant to Ohio Revised Code § 4301.32 to .41. • Sending notifications of permit applications to the local legislative authority and police. Ohio

Rev. Code § 4303.26(A). • Reviewing locations for violations. Ohio Rev. Code§ 4301.10(A)(l), (6); Ohio Admin. Code

§ 4301:1-1-19. • Overseeing and administrating various facets of beer and wine manufacturing, sale,

transportation and distribution within the state, including out of state suppliers, product registrations, and territory designations. Ohio Rev. Code § 4301.10(A)(l)-(2), (4), (6)-(8), .24, .241; Ohio Admin. Code§§ 4301-2-01, 4301:1-1-03, -05, -22, -24, -28, -72, -73, -74.

• Issuing Tax Non-Renewal Orders. Ohio Rev. Code§ 4303.271(D)(2)(a). • Processing expansions or diminutions of permit premises. Ohio Rev. Code §§ 4301.10(C),

4303.27; Ohio Admin. Code§ 4301-1-02. • Approving transfers of products between permit premises. Ohio Admin. Code § 4301: 1-1-46. • Approving tastings of beer, wine, and mixed beverages. Ohio Admin. Code § 4301: 1-1-30. • Conducting hearings pursuant to objections by legislative authorities or institutions. Ohio

Rev. Code§ 4303.26, .271.

3 Any changes to Spirituous Liquor statutes or regulations require legislative or administrative action. DLC is authorized to update this Exhibit from time to time as a result of any such action.

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APPENDIX F

Form of Continuing Disclosure Agreement

CONTINUING DISCLOSUREUNDERTAKING AGREEMENT

This CONTINUING DISCLOSURE UNDERTAKING AGREEMENT dated as of January 31, 2013 (the“Agreement”), between JobsOhio Beverage System (the “Issuer”) and The Huntington National Bank, as trustee(the “Trustee”) under a Master Trust Indenture, a First Supplemental Trust Indenture, and a Second SupplementalTrust Indenture (together, the “Indenture”), each dated as of January 31, 2013 and each between the Issuer and theTrustee, is being entered into in connection with the issuance of $[___] in aggregate principal amount of the Issuer’sStatewide Senior Lien Liquor Profits Tax-Exempt Revenue Bonds, Series 2013A (the “Series 2013A Bonds”) and$[___] in aggregate principal amount of the Issuer’s Statewide Senior Lien Liquor Profits Taxable Revenue Bonds,Series 2013B (the “Series 2013B Bonds,” and together with the Series 2013A Bonds, the “Series 2013 Bonds”).

WITNESSETH THAT:

WHEREAS, the Issuer desires to provide the Trustee and the holders of the Series 2013 Bonds the benefitof its continuing duties to provide annual financial information and notices of events affecting the Series 2013Bonds in the manner provided for in this Agreement; and

WHEREAS, the Trustee has agreed to act as filing and dissemination agent for information provided by theIssuer to the Trustee for disclosure in the manner provided for in this Agreement; and

WHEREAS, the Issuer recognizes that the original purchasers of the Series 2013 Bonds intend to sell anddeliver the Series 2013 Bonds to others and that the original purchasers could not purchase the Series 2013 Bondsunless they can reasonably determine that the Issuer has agreed to provide continuing disclosure for the Series 2013Bonds in accordance with the Rule (as hereinafter defined).

NOW, THEREFORE, in consideration of issuance of the Series 2013 Bonds by the Issuer and the trustsestablished under the Indenture, and other good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the Issuer and the Trustee hereby covenant and agree as follows:

Section 1. Definitions. The words and terms defined in this Agreement shall have the meaningsherein specified unless the context or use clearly indicates another or different meaning or intent. Those words andterms not expressly defined herein and used herein with initial capitalization where rules of grammar do nototherwise require capitalization, shall have the meanings assigned to them in the Indenture.

(1) “Beneficial Owner” of any Series 2013 Bond means any owner of a beneficial interest in suchSeries 2013 Bond.

(2) “Bondholder” or any similar term means any person who shall be the registered owner of anyOutstanding Series 2013 Bond.

(3) “EMMA” means the Electronic Municipal Market Access System of the MSRB, approved by theSEC, available at: https://emma.msrb.org/.

(4) “Final Offering Circular” means, with respect to the Series 2013 Bonds, the final Offering Circularrelating to such Series 2013 Bonds, including any document or set of documents included byspecific reference to such document or documents previously provided to or filed with EMMA.

(5) “MSRB” means the Municipal Securities Rulemaking Board.

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(6) “Obligated Person” shall have the meaning set forth in the Rule.

(7) “Rule” means Rule 15c2-12 adopted by the SEC pursuant to the Securities Exchange Act of 1934,as amended.

(8) “SEC” means the United States Securities and Exchange Commission.

Section 2. Term. The term of this Agreement extends from the date hereof to the earlier of (i) thedate of the last payment of principal or redemption price, if any, of, and interest to accrue on, all Series 2013 Bondsor (ii) the date all Series 2013 Bonds are defeased under the Indenture. The Issuer’s and the Trustee’s reportingobligations under this Agreement shall terminate at such time as the term of this Agreement expires.

Section 3. Obligated Persons. The Issuer hereby represents and warrants as of the date hereof that itis the only Obligated Person with respect to the Series 2013 Bonds. If the Issuer is no longer committed by contractor other arrangement to support payment of the Series 2013 Bonds, the Issuer shall no longer be considered anObligated Person within the meaning of the Rule, and the continuing duties under this Agreement to provide annualfinancial information and notices of events shall terminate with respect to the Issuer.

The Issuer hereby agrees to provide written notice to EMMA if it is determined, pursuant to this Section 3,that it is no longer an Obligated Person under the Rule.

Section 4. Provision of Financial Information. (a) The Issuer hereby undertakes to provide to theTrustee, for filing on the MSRB’s EMMA system, the following financial information with respect to the Series2013 Bonds, in each case (i) in an electronic format as prescribed by the MSRB, and (ii) accompanied by identifyinginformation as prescribed by the MSRB:

(1) Within one hundred twenty (120) days or when and if available, the audited financial statements ofthe Issuer for each fiscal year of the Issuer, beginning with the fiscal year ending June 30, 2013,together with the auditor’s report and all notes thereto; and

(2) Within sixty (60) days of the close of each March 31, June 30, September 30 and December 31,commencing June 30, 2013, financial information for the Issuer for the preceding three (3) monthperiod, including unaudited financial statements of the Issuer, including, without limitation,income statements of the Issuer, if audited financial statements are not then available; and (ii)

(3) Within one hundred twenty (120) days of the close of each fiscal year of the Issuer, commencingJune 30, 2013 operating data (excluding any demographic information or forecasts) of the generaltype included under the heading “THE LIQUOR ENTERPRISE” in the Final Offering Circular;provided, however, that the updating information may be provided in such format as the Issuerdeems appropriate.

(b) If any information or audited financial statements relating to the Issuer referred to in paragraph (a)of this Section 4 no longer can be provided to the Trustee because the operations to which they relate have beenmaterially changed or discontinued, a statement to that effect, provided by the Issuer to the Trustee for filing onEMMA, along with any other information or audited financial statements required to be provided under thisAgreement, shall satisfy the undertaking to provide such information or audited financial statements. To the extentavailable, the Issuer shall provide to the Trustee for filing on EMMA, along with the other information or auditedfinancial statements to be filed, operating data similar to that which can no longer be provided.

(c) The Issuer agrees to make a good faith effort to obtain the information specified in Section 4(a)hereof. However, failure to provide any component thereof, because it is not available to the Issuer on the date bywhich such information is required to be provided hereunder, shall not be deemed to be a breach of this Agreement.The Issuer further agrees to supplement the information filing when such data is available.

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(d) Any information or audited financial statements required to be provided pursuant to this Section 4may be provided by a specific reference to such information or audited financial statements already prepared andpreviously provided to the Trustee for filing on EMMA. Any information included by reference shall also be (i)made available to the public on EMMA, or (ii) filed with the SEC.

Section 5. Accounting Principles. The accounting principles pursuant to which the Issuer’sfinancial statements will be prepared shall be generally accepted accounting principles applicable to nonprofitinstitutions, as in effect from time to time, those described in the auditors’ report and the notes accompanying theaudited financial statements of the Issuer included in an appendix to the Final Offering Circular, or those mandatedby federal or State law from time to time, or any other accounting principles which do not, in the determination ofthe Issuer, materially deviate from any of such accounting principles.

Section 6. Reportable Events. (a) The Issuer undertakes to disclose (in a timely manner within ten(10) business days after occurrence) the occurrence of any of the following events with respect to any Series 2013Bonds to the Trustee, for filing on EMMA, in each case (i) in an electronic format as prescribed by EMMA, and(ii) accompanied by identifying information as prescribed by EMMA:

(1) principal and interest payment delinquencies;(2) non-payment related defaults, if material;(3) unscheduled draws on debt service reserves reflecting financial difficulties;(4) unscheduled draws on credit enhancements reflecting financial difficulties;(5) substitution of credit or liquidity providers, or their failure to perform;(6) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final

determinations of taxability, Notices of Proposed Issue (IRS Form 5701 – TEB) or othermaterial notices or determinations with respect to the tax status of the Series 2013 Bonds,or other material events affecting the tax status of the Series 2013 Bonds;

(7) modifications to the rights of owners of such Series 2013 Bonds, if material;(8) Series 2013 Bond calls, if material, and tender offers;(9) defeasances;(10) release, substitution or sale of property securing repayment of such Series 2013 Bonds, if

material;(11) rating changes;(12) bankruptcy, insolvency, receivership or similar event of the Issuer;(13) the consummation of a merger, consolidation, or acquisition, involving the Issuer, or the

sale of all or substantially all of the assets of the Issuer, other than in the ordinary courseof business, the entry into a definitive agreement to undertake such an action or thetermination of a definitive agreement relating to any such actions, other than pursuant toits terms, if material; or

(14) appointment of a successor or additional trustee or the change of name of a trustee, ifmaterial.

(b) Determinations of materiality shall be made by the Issuer in accordance with the standardsestablished by federal securities laws, as then in existence.

(c) The Issuer may from time to time choose to provide notice of the occurrence of any other event, inaddition to those listed above, if such other event is material with respect to any Series 2013 Bonds and should bedisclosed (which determination of materiality shall be made by the Issuer in accordance with the standardsestablished by the federal securities laws), but the Issuer does not commit to provide any such notice of theoccurrence of any material event except those events set forth above.

Section 7. Failure to Disclose. If, for any reason, the Issuer fails to provide the information asrequired by this Agreement, the Issuer shall provide notice of such failure in a timely manner to the Trustee fordissemination to EMMA.

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Section 8. Notice to Trustee; Form of Filing. (a) The Issuer will give to the Trustee a notice of anyfiling under Sections 4, 6, or 7 hereof with respect to the Series 2013 Bonds or notice of failure to disclose theinformation which it files or causes to be filed under Sections 4, 6 and 7 hereof with respect to the Series 2013Bonds, respectively, concurrently with or prior to such filing. Such notice may be made by electronic or facsimiletransmission.

(b) If such disclosure is made pursuant to Section 4(a)(1) hereof, such disclosure shall beaccompanied by a certificate of an authorized representative of the Issuer in substantially the form of “Exhibit A”hereto. If such disclosure is made pursuant to Section 4(a)(2) hereof, such disclosure shall be accompanied by acertificate of an authorized representative of the Issuer in substantially the form of “Exhibit B” hereto. If suchdisclosure is made pursuant to Section 6 hereof, such disclosure shall be accompanied by a certificate of anauthorized representative of the Issuer in substantially the form of “Exhibit C” hereto.

(c) The Issuer hereby appoints the Trustee as its dissemination agent in connection with thedissemination of all information required to be provided by the Issuer pursuant to this Agreement. The Trusteehereby accepts such appointment and agrees to disseminate all information provided by the Issuer on EMMA, ineach case (i) not later than one (1) Business Day following receipt of such information from the Issuer, (ii) in anelectronic format as prescribed by EMMA, and (iii) accompanied by identifying information as prescribed byEMMA. For purposes of performing the Trustee’s duties with respect to the dissemination of information asprovided in this Agreement, the Trustee shall be subject to, bound by, and protected by the applicable terms of theIndenture and this Agreement. If a successor Trustee is appointed under the Indenture, the Issuer shall cause suchsuccessor Trustee to assume the responsibilities of the Trustee under this Agreement and the Issuer shall provideprior written notice thereof to EMMA. Further, the Issuer may, at its sole discretion, retain counsel or others withexpertise in securities matters for the purpose of assisting the Issuer in making judgments with respect to the scopeof its obligations hereunder and compliance therewith, all in order to further the purposes of this Agreement as setforth in the preamble and Section 9 hereof.

Section 9. Remedies. (a) The purpose of this Agreement is to enable the original purchasers of theSeries 2013 Bonds to purchase the Series 2013 Bonds from time to time by providing for an undertaking by theIssuer in satisfaction of the Rule. This Agreement is made solely for the benefit of (i) the original purchasers, and(ii) the Bondholders and Beneficial Owners of the Series 2013 Bonds, as third party beneficiaries hereunder andassignees of the original purchasers, and creates no new contractual or other rights for the SEC, underwriters,brokers, dealers, municipal securities dealers, potential customers, or any other third party. The sole remedy againstthe Issuer for any failure to carry out any provision of this Agreement shall be for specific performance of theIssuer’s obligations hereunder and not for money for damages of any kind or in any amount or for any other remedy.The Issuer’s failure to honor its covenants hereunder shall not constitute a breach or default of the Series 2013Bonds, the Indenture, or any other agreement to which the Issuer is a party and shall not give rise to any other rightsor remedies.

(b) Subject to paragraph (e) of this Section 9, in the event the Issuer fails to provide any informationrequired of it by the terms of this Agreement, any Beneficial Owner of Series 2013 Bonds may pursue the remedyset forth in the preceding paragraph. An affidavit to the effect that such person is a Beneficial Owner of Series 2013Bonds supported by reasonable documentation of such claim shall be sufficient to evidence standing to pursue suchremedy.

(c) Subject to paragraph (e) of this Section 9, any challenge to the adequacy of the informationprovided by the Issuer by the terms of this Agreement may be pursued only by Beneficial Owners of not less thantwenty-five percent (25%) in principal amount of Series 2013 Bonds then Outstanding. An affidavit to the effectthat such persons are Beneficial Owners of Series 2013 Bonds supported by reasonable documentation of such claimshall be sufficient to evidence standing to pursue such remedy.

(d) If specific performance is granted by a court, the party seeking such remedy shall be entitled topayment of costs by the Issuer and to reimbursement by the Issuer of reasonable fees and expenses of attorneysincurred in the pursuit of such claim. If specific performance is not granted by a court, the Issuer shall be entitled topayment of costs by the party seeking such remedy and to reimbursement by such party of reasonable fees andexpenses of attorneys incurred in the pursuit of such claim.

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(e) Prior to pursuing any remedy for any breach of any obligation under this Agreement, a BeneficialOwner of the Series 2013 Bonds shall give notice to the Issuer, by registered or certified mail, of such breach and itsintent to pursue such remedy. Thirty (30) days after the receipt of such notice, or upon earlier response from theIssuer to this notice indicating continued noncompliance, such remedy may be pursued under this Agreement if andto the extent the Issuer has failed to cure such breach.

(f) Any and all obligations of the Issuer arising out of or relating to this Agreement are specialobligations of the Issuer and do not constitute a general obligation, indebtedness, or a pledge of the full faith andcredit of the Issuer, and the Issuer’s obligations to make any payments hereunder, including any and all payments tothe Trustee, are restricted entirely to the Trust Estate as defined in the Indenture and from no other source. Noperson, including any Bondholder, shall have any claim against the Issuer or any of its officers, officials, agents oremployees for damages suffered as a result of the Issuer’s failure to perform in any respect any covenant,undertaking or obligation contained in this Agreement except to the extent expressly set forth in this Agreement;provided, however, that subject to this Section 9 nothing contained in this Agreement shall be construed to precludeany action or proceeding in any court or before any governmental body, agency or instrumentality against the Issueror any of its officers, officials, agents or employees to specifically enforce the provisions of this Agreement.

Section 10. Modification of Agreement. The Issuer and the Trustee may, from time to time, amendor modify this Agreement without the consent of or notice to the Bondholders if (a)(i) such amendment ormodification is made in connection with a change in circumstances that arises from a change in legal requirements,change in law or change in the identity, nature or status of the Issuer, or type of business conducted, (ii) thisAgreement, as so amended or modified, would have complied with the requirements of the Rule on the date hereof,after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances, and(iii) such amendment or modification does not materially impair the interests of the Bondholders, as determinedeither by (A) any person selected by the Issuer that is unaffiliated with the Issuer (including the Trustee or nationallyrecognized bond counsel) or (B) an approving vote of the Bondholders of the requisite percentage of OutstandingSeries 2013 Bonds at the time of such amendment or modification; or (b) such amendment or modification(including an amendment or modification which rescinds this Agreement) is permitted by the Rule, as then in effect.

Section 11. Interpretation Under Ohio Law. It is the intention of the parties hereto that thisAgreement and the rights and obligations of the parties hereunder shall be governed by and construed and enforcedin accordance with, the law of the State of Ohio.

Section 12. Severability Clause. In case any provision in this Agreement shall be invalid, illegal orunenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affectedor impaired thereby.

Section 13. Successors and Assigns. All covenants and agreements in this Agreement made by theIssuer shall bind its successors, whether so expressed or not.

Section 14. Compliance with Prior Undertakings. The Issuer represents that there have been noinstances in the five (5) years prior to the date hereof in which the Issuer has failed to comply, in all materialrespects, with any undertakings in a written contract or agreement specified in paragraph (b)(5)(i) of the Rule.

Section 15. Notices. All notices required to be given to the Issuer under this Agreement shall bemade at the following address:

JobsOhio Beverage System41 S. High St.15th FloorColumbus, Ohio 43215Attention: Treasurer

Section 16. Counterparts. This Agreement may be executed in several counterparts, each of whichshall be an original and all of which shall constitute but one and the same instrument.

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IN WITNESS WHEREOF, the Issuer and the Trustee have each caused their respective duly authorizedrepresentatives to execute this Agreement as of the 1st day of January, 2013.

JOBSOHIO BEVERAGE SYSTEM, as Issuer

By:

Name:

Title:

THE HUNTINGTON NATIONAL BANK, as Trustee

By:

Name:

Title:

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EXHIBIT A

CERTIFICATE RE: AUDITED FINANCIAL STATEMENTS

The undersigned, on behalf of JobsOhio Beverage System, as Issuer under the Continuing DisclosureUndertaking Agreement, dated as of January 31, 2013 (the “Agreement”) hereby certifies that the enclosed herewithare the audited financial statements which are required to be provided pursuant to Section 4(a)(1) of the Agreement.

Dated: _________________

JOBSOHIO BEVERAGE SYSTEM, as Issuer

By:

Name:

Title:

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EXHIBIT B

CERTIFICATE RE: FINANCIAL INFORMATION DISCLOSURE

The undersigned, on behalf of JobsOhio Beverage System, as Issuer under the Continuing DisclosureUndertaking Agreement, dated as of January 31, 2013 (the “Agreement”) hereby certifies that the informationenclosed herewith constitutes the information which is required to be provided pursuant to Section 4(a)(1), (2), or(3), whichever is applicable, of the Agreement.

Dated: _________________

JOBSOHIO BEVERAGE SYSTEM, as Issuer

By:

Name:

Title:

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EXHIBIT C

CERTIFICATE RE: REPORTABLE EVENT DISCLOSURE

The undersigned, on behalf of JobsOhio Beverage System, as Issuer under the Continuing DisclosureUndertaking Agreement, dated as of January 31, 2013 (the “Agreement”) hereby certifies that the informationenclosed herewith constitutes notice of the occurrence of a reportable event which is required to be providedpursuant to Section 6 of the Agreement.

Dated: _________________

JOBSOHIO BEVERAGE SYSTEM, as Issuer

By:

Name:

Title:

(This Page Intentionally Left Blank)

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APPENDIX G

Book-Entry Only System

BOOK-ENTRY-ONLY SYSTEM AND GLOBAL CLEARANCE PROCEDURES

The information in this section concerning DTC, DTC’s book-entry system and the global clearanceprocedures of Clearstream Banking, société anonyme, Luxembourg (“Clearstream Banking”), and the EuroclearBank S.A./N.V. as operator of the Euroclear System (“Euroclear”), has been obtained from sources that the Issuerbelieves to be reliable, but the Issuer takes no responsibility for the accuracy or completeness thereof. The Issuercannot and does not give any assurances that DTC, DTC Direct Participants or Indirect Participants will distributeto the Beneficial Owners (a) payments of interest, principal or premium, if any, with respect to the Bonds (b) bondsrepresenting ownership interest in or other confirmation or ownership interest in the Bonds, or (c) redemption orother notices sent to DTC or Cede & Co., its nominee, as the registered owner of the Bonds, or that they will so doon a timely basis or that DTC, DTC Direct Participants or DTC Indirect Participants will act in the mannerdescribed in this Official Statement. The current “Rules” applicable to DTC are on file with the Securities andExchange Commission and the current “Procedure” of DTC to be followed in dealing with DTC Participants are onfile with DTC.

Book-Entry Only System

The following description of the procedures and record keeping with respect to beneficial ownershipinterests in the Bonds, payment of principal of, and interest and other payments with respect to the Bonds to DirectParticipants (as defined below) or Beneficial Owners (as defined below), confirmation and transfer of beneficialownership interests in such Bonds and other related transactions by and among The Depository Trust Company,New York, New York (“DTC”), the Direct Participants and Beneficial Owners is based solely on informationprovided by DTC. Accordingly, no representations can be made concerning these matters and neither the DirectParticipants nor the Beneficial Owners should rely on the following information with respect to such matters, butshould instead confirm the same with DTC or the Direct Participants, as the case may be. Information concerningDTC and the Book-Entry-Only System has been obtained from DTC and is not guaranteed as to accuracy orcompleteness by, and is not to be construed as a representation by, the Issuer.

DTC will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securitiesregistered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by anauthorized representative of DTC. One fully-registered Bond certificate will be issued for each maturity of theBonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC or its agent.

DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the NewYork Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of theFederal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code,and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues,corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’sparticipants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among DirectParticipants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movementof securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks,trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of TheDepository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National SecuritiesClearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCCis owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as bothU.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clearthrough or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“IndirectParticipants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to its Participants are onfile with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.(The internet site is included for reference only, and the information in the internet site is not incorporated byreference in this Offering Circular.)

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Purchases of Bonds under the DTC system must be made by or through Direct Participants, which willreceive a credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond(“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Ownerswill not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected toreceive written confirmations providing details of the transaction, as well as periodic statements of their holdings,from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers ofownership interests in the Bonds are to be accomplished by entries made on the books of Direct and IndirectParticipants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representingtheir ownership interests in Bonds, except in the event that use of the book-entry system for the Bonds isdiscontinued.

To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in thename of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorizedrepresentative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or suchother DTC nominee do not affect any change in beneficial ownership. DTC has no knowledge of the actualBeneficial Owners of the Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accountssuch Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants willremain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants toIndirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed byarrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices ofsignificant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to theBond documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding theBonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners.

Redemption notices shall be sent to DTC. If less than all of the Bonds within an issue are being redeemed,DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to beredeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bondsunless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures,DTC mails an Omnibus Proxy to the Issuer (or the Trustee, as appropriate) as soon as possible after the record date.The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accountsBonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Principal and interest Payments on the Bonds will be made to Cede & Co., or such other nominee as maybe requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts uponDTC’s receipt of funds and corresponding detail information from the Issuer or the Trustee, on payable date inaccordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Ownerswill be governed by standing instructions and customary practices, as is the case with securities held for the accountsof customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and notof DTC, the Trustee, or the Issuer, subject to any statutory or regulatory requirements as may be in effect from timeto time. Payment of principal and interest to Cede & Co. (or such other nominee as may be requested by anauthorized representative of DTC) is the responsibility of the Issuer or the Trustee, disbursement of such paymentsto Direct Participants will be the responsibility of DTC, and disbursement of such payments to the BeneficialOwners will be the responsibility of Direct and Indirect Participants.

DTC may discontinue providing its services as depository with respect to the Bonds at any time by givingreasonable notice to the Issuer or the Trustee. Under such circumstances, in the event that a successor depository isnot obtained, Bond certificates are required to be printed and delivered.

The Issuer may decide to discontinue use of the system of book-entry-only transfers through DTC (or asuccessor securities depository). In that event, Bond certificates will be printed and delivered to DTC.

The Trustee and the Issuer will recognize DTC or its nominee as the Bondholder for all purposes, includingnotices and voting, and so long as a book-entry-only system is used, will send any notices to Bondholders only toDTC. Any failure of DTC to advise any DTC Participants, or of any DTC Participant to notify the BeneficialOwner, of any such notice and its content or effect will not affect the validity of any action premised on such notice.

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Direct Participants and Indirect Participants may impose service charges on Beneficial Owners in certaincases. Purchasers of book-entry interests should discuss that possibility with their brokers.

The Issuer and the Trustee shall have no responsibility or obligation with respect to (a) the accuracy of therecords of DTC or any DTC Participant with respect to any beneficial ownership interest in the Bonds, (b) thedelivery to any Beneficial Owner of the Bonds or other person, other than DTC, of any notice with respect to theBonds or (c) the payment to any Beneficial Owner of the Bonds or other person, other than DTC, of any amountwith respect to the principal of or interest on the Bonds. Neither the Issuer nor the Trustee shall have anyresponsibility with respect to obtaining consents from anyone other than the Registered Owners.

The Trustee and the Issuer cannot and do not give any assurance that DTC will distribute payments of debtservice to DTC Participants or that the DTC Participants or others will distribute payments of debt service on theBonds paid to DTC or its nominee, as the registered owner thereof, or any notices, to the Beneficial Owners, or thatthey will do so on a timely basis or that DTC will serve and act in a manner described in this Offering Circular.

The information in this section concerning DTC and DTC’s book-entry system is based upon informationobtained from sources that the Issuer believes to be reliable, but the Issuer takes no responsibility for the accuracythereof.

Global Clearance Procedures

Clearstream Banking and Euroclear. The Series 2010B Bonds sold in offshore transactions will beinitially issued to investors through the book-entry facilities of DTC, or Clearstream Banking and Euroclear inEurope if the investors are participants in those systems, or indirectly through organizations that are participants inthe systems. For any of such Bonds, the record holder will be DTC’s nominee. Clearstream Banking and Euroclearwill hold omnibus positions on behalf of their participants through customers’ securities accounts in ClearstreamBanking’s and Euroclear’s names on the books of their respective depositories.

The depositories, in turn, will hold positions in customers’ securities accounts in the depositories’ names onthe books of DTC. Because of time zone differences, the securities account of a Clearstream Banking or Euroclearparticipant as a result of a transaction with a participant, other than a depository holding on behalf of ClearstreamBanking or Euroclear, will be credited during the securities settlement processing day, which must be a business dayfor Clearstream Banking or Euroclear, as the case may be, immediately following the DTC settlement date. Thesecredits or any transactions in the securities settled during the processing will be reported to the relevant Euroclearparticipant or Clearstream Banking participant on that business day. Cash received in Clearstream Banking orEuroclear as a result of sales of securities by or through a Clearstream Banking participant or Euroclear participantto a DTC Participant, other than the depository for Clearstream Banking or Euroclear, will be received with value onthe DTC settlement date, but will be available in the relevant Clearstream Banking or Euroclear cash account only asof the business day following settlement in DTC.

Transfers between participants will occur in accordance with DTC rules. Transfers between ClearstreamBanking participants or Euroclear participants will occur in accordance with their respective rules and operatingprocedures. Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand,and directly or indirectly through Clearstream Banking participants or Euroclear participants, on the other, will beeffected in DTC in accordance with DTC rules on behalf of the relevant European international clearing system bythe relevant depositories; however, cross-market transactions will require delivery of instructions to the relevantEuropean international clearing system by the counterparty in the system in accordance with its rules and proceduresand within its established deadlines in European time. The relevant European international clearing system will, ifthe transaction meets its settlement requirements, deliver instructions to its depository to take action to effect finalsettlement on its behalf by delivering or receiving securities in DTC, and making or receiving payment inaccordance with normal procedures for same day funds settlement applicable to DTC. Clearstream Bankingparticipants or Euroclear participants may not deliver instructions directly to the depositories.

Clearstream Banking is incorporated under the laws of Luxembourg as a professional depository.Clearstream Banking holds securities for its participating organizations (“Clearstream Banking Participants”) andfacilitates the clearance and settlement of securities transactions between Clearstream Banking Participants throughelectronic book-entry changes in accounts of Clearstream Banking Participants, thereby eliminating the need forphysical movement of certificates. Clearstream Banking provides to its Clearstream Banking Participants, among

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other things, services for safekeeping, administration, clearance and settlement of internationally traded securitiesand securities lending and borrowing. Clearstream Banking interfaces with domestic markets in several countries.As a professional depository, Clearstream Banking is subject to regulation by the Luxembourg Monetary Institute.Clearstream Banking Participants are recognized financial institutions around the world, including underwriters,securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations.Indirect access to Clearstream Banking is also available to others, such as banks, brokers, dealers and trustcompanies that clear through or maintain a custodial relationship with a Clearstream Banking Participant, eitherdirectly or indirectly.

Euroclear was created to hold securities for participants of the Euroclear system (“Euroclear Participants”)and to clear and settle transactions between Euroclear Participants through simultaneous electronic book-entrydelivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lackof simultaneous transfers of securities and cash. The Euroclear system includes various other services, includingsecurities lending and borrowing and interfaces with domestic markets in several countries generally similar to thearrangements for cross-market transfers with DTC described above. Euroclear is operated by Euroclear BankS.A./N.V. (the “Euroclear Operator”), under contract with Euroclear Clearance System, S.C., a Belgian cooperativecorporation (the “Cooperative”). All operations are conducted by the Euroclear Operator, and all Euroclearsecurities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator, not theCooperative. The Cooperative establishes policy for the Euroclear system on behalf of Euroclear Participants.Euroclear Participants include banks (including central banks, securities brokers and dealers and other professionalfinancial intermediaries). Indirect access to the Euroclear system is also available to other firms that clear throughor maintain a custodial relationship with a Euroclear Participant, either directly or indirectly.

The Euroclear Operator is the Belgian branch of a New York banking corporation which is a member bankof the Federal Reserve System. As such, it is regulated and examined by the Board of Governors of the FederalReserve System and the New York State Banking Department, as well as the Belgian Banking Commission.Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms andConditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear Systems andapplicable Belgian law (collectively, the “Terms and Conditions”). The Terms and Conditions govern transfers ofsecurities and cash within the Euroclear system, withdrawal of securities and cash from the Euroclear system, andreceipts of payments with respect to securities in the Euroclear system. All securities in the Euroclear system areheld on a fungible basis without attribution of specific certificates to specific securities clearance accounts. TheEuroclear Operator acts under the Terms and Conditions only on behalf of Euroclear Participants and has no recordof or relationship with persons holding through Euroclear Participants.

THE ISSUER CANNOT AND DOES NOT GIVE ANY ASSURANCES THAT DTC, DIRECTPARTICIPANTS OR INDIRECT PARTICIPANTS OF DTC, CLEARSTREAM BANKING, CLEARSTREAMBANKING PARTICIPANTS, EUROCLEAR OR EUROCLEAR PARTICIPANTS WILL DISTRIBUTE TO THEBENEFICIAL OWNERS OF THE BONDS (I) PAYMENTS OF PRINCIPAL OF OR INTEREST ON THEBONDS (II) CONFIRMATIONS OF THEIR OWNERSHIP INTERESTS IN THE BONDS OR (III) OTHERNOTICES SENT TO DTC OR CEDE & CO., ITS PARTNERSHIP NOMINEE, AS THE REGISTERED OWNEROF THE BONDS, OR THAT THEY WILL DO SO ON A TIMELY BASIS, OR THAT DTC, DIRECTPARTICIPANTS OR INDIRECT PARTICIPANTS, CLEARSTREAM BANKING, CLEARSTREAM BANKINGPARTICIPANTS, EUROCLEAR OR EUROCLEAR PARTICIPANTS WILL SERVE AND ACT IN THEMANNER DESCRIBED IN THIS OFFICIAL STATEMENT.

THE ISSUER DOES NOT HAVE ANY RESPONSIBILITY OR OBLIGATIONS TO DTC, THEDIRECT PARTICIPANTS, THE INDIRECT PARTICIPANTS OF DTC, CLEARSTREAM BANKING,CLEARSTREAM BANKING PARTICIPANTS, EUROCLEAR, EUROCLEAR PARTICIPANTS OR THEBENEFICIAL OWNERS WITH RESPECT TO (1) THE ACCURACY OF ANY RECORDS MAINTAINED BYDTC OR ANY DIRECT PARTICIPANTS OR INDIRECT PARTICIPANTS OF DTC, CLEARSTREAMBANKING, CLEARSTREAM BANKING PARTICIPANTS, EUROCLEAR OR EUROCLEAR PARTICIPANTS;(2) THE PAYMENT BY DTC OR ANY DIRECT PARTICIPANTS OR INDIRECT PARTICIPANTS OF DTC,CLEARSTREAM BANKING, CLEARSTREAM BANKING PARTICIPANTS, EUROCLEAR OR EUROCLEARPARTICIPANTS OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THEPRINCIPAL AMOUNT OF OR INTEREST ON BONDS; (3) THE DELIVERY BY DTC OR ANY DIRECTPARTICIPANTS OR INDIRECT PARTICIPANTS OF DTC, CLEARSTREAM BANKING, CLEARSTREAMBANKING PARTICIPANTS, EUROCLEAR OR EUROCLEAR PARTICIPANTS OF ANY NOTICE TO ANY

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BENEFICIAL OWNER THAT IS REQUIRED OR PERMITTED TO BE GIVEN TO OWNERS UNDER THETERMS OF THE RESOLUTION; OR (4) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC ASOWNER OF THE BONDS.

Initial Settlement; Distributions; Actions Upon Behalf of Owners

All of the Bonds will initially be registered in the name of Cede & Co., the nominee of DTC. ClearstreamBanking and Euroclear may hold omnibus positions on behalf of their participants through customers’ securitiesaccounts in Clearstream Banking and Euroclear’s names on the books of their respective U.S. Depository, which, inturn, holds such positions in customers’ securities accounts in its U.S. Depository’s name on the books of DTC.Citibank, N.A. acts as depository for Clearstream Banking and the Euroclear Operator acts as depository forEuroclear (the “U.S. Depositories”).

Holders of the Bonds may hold their Bonds through DTC (in the United States) or Clearstream Banking orEuroclear (in Europe) if they are participants of such systems, or directly through organizations that are participantsin such systems.

Investors electing to hold their Bonds through Euroclear or Clearstream Banking accounts will follow thesettlement procedures applicable to conventional EuroBonds in registered form. Securities will be credited to thesecurities custody accounts of Euroclear and Clearstream Banking holders on the business day following thesettlement date against payment for value on the settlement date.

Distributions with respect to the Bonds held beneficially through Clearstream Banking will be credited tothe cash accounts of Clearstream Banking customers in accordance with its rules and procedures, to the extentreceived by its U.S. Depository. Distributions with respect to the Bonds held beneficially through Euroclear will becredited to the cash accounts of Euroclear Participants in accordance with the Terms and Conditions, to the extentreceived by its U.S. Depository. Such distributions will be subject to tax reporting in accordance with relevantUnited States tax laws and regulations.

Clearstream Banking or the Euroclear Operator, as the case may be, will take any other action permitted tobe taken by an owner of the Bonds on behalf of a Clearstream Banking customer or Euroclear Participant only inaccordance with the relevant rules and procedures and subject to the U.S. Depository’s ability to effect such actionson its behalf through DTC.

Secondary Market Trading

Secondary market trading between Issuers (other than U.S. Depositaries) will be settled using theprocedures applicable to U.S. corporate debt obligations in same-day funds.

Secondary market trading between Euroclear Participants and/or Clearstream Banking customers will besettled using the procedures applicable to conventional Eurobonds in same-day funds.

When securities are to be transferred from the account of an Issuer (other than U.S. Depositories) to theaccount of a Euroclear Participant or a Clearstream Banking customer, the purchaser must send instructions to theapplicable U.S. Depository one business day before the settlement date. Euroclear or Clearstream Banking, as thecase may be, will instruct its U.S. Depository to receive the securities against payment. Its U.S. Depository will thenmake payment to the Issuer’s account against delivery of the securities. After settlement has been completed, thesecurities will be credited to the respective clearing system and by the clearing system, in accordance with its usualprocedures, to the Euroclear Participant’s or Clearstream Banking customers’ accounts. Credit for the securities willappear on the next day (European time) and cash debit will be back-valued to, and the interest on the Bonds willaccrue from the value date (which would be the preceding day when settlement occurs in New York). If settlementis not completed on the intended value date (i.e., the trade fails), the Euroclear or Clearstream Banking cash debitwill be valued instead as of the actual settlement date.

Euroclear Participants and Clearstream Banking customers will need to make available to the respectiveclearing systems the funds necessary to process same-day funds settlement. The most direct means of doing so is topre-position funds for settlement, either from cash on hand or existing lines of credit, as they would for anysettlement occurring within Euroclear or Clearstream Banking. Under this approach, they may take on creditexposure to Euroclear or Clearstream Banking until the securities are credited to their accounts one day later.

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As an alternative, if Euroclear or Clearstream Banking has extended a line of credit to them,participants/customers can elect not to pre-position funds and allow that credit line to be drawn upon to financesettlement. Under this procedure, Euroclear Participants or Clearstream Banking customers purchasing securitieswould incur overdraft charges for one day, assuming they cleared the overdraft when the securities were credited totheir accounts. However, interest on the securities would accrue from the value date. Therefore, in many cases, theinvestment income on securities earned during that one day period may substantially reduce or offset the amount ofsuch overdraft charges, although this result will depend on each participant’s/customer’s particular cost of funds.

Because the settlement is taking place during New York business hours, Issuers can employ their usualprocedures for sending securities to the applicable U.S. Depository for the benefit of Euroclear Participants orClearstream Banking customers. The sale proceeds will be available to the DTC seller on the settlement date. Thus,to the Issuer, a cross-market transaction will settle no differently from a trade between two Issuers.

Due to time zone differences in their favor, Euroclear Participants and Clearstream Banking customers mayemploy their customary procedure for transactions in which securities are to be transferred by the respective clearingsystem, through the applicable U.S. Depository to another Issuer’s. In these cases, Euroclear will instruct its U.S.Depository to credit the securities to the Issuer’s account against payment. The payment will then be reflected in theaccount of the Euroclear Participant or Clearstream Banking customer the following business day, and receipt of thecash proceeds in the Euroclear Participants’ or Clearstream Banking customers’ accounts will be back-valued to thevalue date (which would be the preceding day, when settlement occurs in New York). If the Euroclear Participant orClearstream Banking customer has a line of credit with its respective clearing system and elects to draw on such lineof credit in anticipation of receipt of the sale proceeds in its account, the back-valuation may substantially reduce oroffset any overdraft charges incurred over that one-day period. If settlement is not completed on the intended valuedate (i.e., the trade fails), receipt of the cash proceeds in the Euroclear Participant’s or Clearstream Bankingcustomer’s accounts would instead be valued as of the actual settlement date.

Procedures May Change

Although DTC, Clearstream Banking and Euroclear have agreed to these procedures to facilitate transfersof securities among DTC and its Issuers, Clearstream Banking and Euroclear, they are under no obligation toperform or continue to perform these procedures and these procedures may be discontinued and may be changed atany time by any of them.

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APPENDIX H

Form of Bond Counsel Opinion

[DRAFT]__________, 2013

To: JobsOhio Beverage SystemColumbus, Ohio

J.P. Morgan Securities LLC andCitigroup Global Markets Inc.,as Representatives of the Underwriters namedin the Bond Purchase Agreementdated [__________], 2013, with respect to theBonds described below

We have served as bond counsel to JobsOhio Beverage System (“Issuer”), an Ohio nonprofit corporation,in connection with the issuance of its $[______] Statewide Senior Lien Liquor Profits Tax-Exempt Revenue Bonds,Series 2012A (“Series A Bonds”) and its $[______] Statewide Senior Lien Liquor Profits Taxable Revenue Bonds,Series 2012B (“Series B Bonds” and, together with the Series A Bonds, “Bonds”), dated [__________, 201_]. TheBonds are issued pursuant to the Master Trust Indenture, dated as of [_______] 1, 201_, between the Issuer and TheHuntington National Bank, as Master Trustee (“Master Trustee”), as supplemented by the First Supplemental TrustIndenture and the Second Supplemental Trust Indenture, both dated as of [___________], 2012, between the Issuerand the Master Trustee (together, “Master Indenture”). Capitalized terms not otherwise defined in this letter areused as defined in the Master Indenture hereinafter defined.

In our capacity as bond counsel, we have examined:

(i) the transcript of proceedings relating to the issuance of the Bonds, a copy of the signed andauthenticated Series A Bond and Series B Bond of the first maturity of the respective series, and the MasterIndenture and such other documents, matters and law as we deem necessary to render the opinions set forth in thisletter;

(ii) resolutions adopted by the Board of Directors of the Issuer on [_________];

(iii) the Operations Services Agreement by and among the Department of Commerce of the State ofOhio, the Office of Budget and Management of the State of Ohio, JobsOhio (“JobsOhio”), an Ohio nonprofitcorporation, and the Issuer, dated as of [________, 2013] (“Operations Services Agreement”); and

(iv) the Franchise and Transfer Agreement by and among the Department of Commerce of the State ofOhio, the Office of Budget and Management of the State of Ohio, JobsOhio and the Issuer, dated as of [_______,2013] (“Franchise and Transfer Agreement”).

Subject to the limitations stated below, we are of the opinion that, under existing law:

1. The Bonds and the Master Indenture, the Operations Services Agreement and the Franchise andTransfer Agreement are valid and binding obligations of the Issuer, enforceable in accordancewith their respective terms.

2. The Bonds constitute limited obligations of the Issuer and the principal of and interest [and anypremium on] (collectively, “debt service”) the Bonds, together with debt service on any otherobligations issued and outstanding on a parity with the Bonds as provided in the Master Indenture,are payable solely from the Trust Estate.

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3. Interest on the Series A Bonds is excluded from gross income for federal income tax purposesunder Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”) and is not anitem of tax preference for purposes of the federal alternative minimum tax imposed on individualsand corporations; however, portions of the interest on the Series A Bonds earned by certaincorporations may be subject to a corporate alternative minimum tax. Interest on the Series BBonds is not excluded from gross income for federal income tax purposes.

4. Interest on, and any profit made on the sale, exchange or other disposition of, the Bonds areexempt from all Ohio state and local taxation, except the estate tax, the domestic insurancecompany tax, the dealers in intangibles tax, the tax levied on the basis of the total equity capital offinancial institutions, and the net worth base of the corporate franchise tax. We express no opinionas to any other tax consequences regarding the Bonds.

The opinions stated above are based on an analysis of existing laws, regulations, rulings and court decisionsand cover certain matters not directly addressed by such authorities. In rendering all such opinions, we assume,without independent verification, and rely upon: (i) the accuracy of the factual matters represented, warranted orcertified in the proceedings and documents we have examined, (ii) the due and legal authorization, execution anddelivery of those documents by, and the valid, binding and enforceable nature of those documents upon, any partiesother than the Issuer, and (iii) the correctness of the legal conclusions contained in the legal opinion letter[s] ofJones Day, counsel to the Issuer, delivered in connection with this matter regarding the legal existence of the Issuer,and the valid authorization, execution and delivery of the Master Trust Indenture, the Operations ServicesAgreement and the Franchise and Transfer Agreement by the Issuer, which opinion is subject to a number ofqualifications and limitations.

In rendering those opinions with respect to the treatment of the interest on the Series A Bonds under federaltax laws, we further assume and rely upon compliance with the covenants in the proceedings and documents wehave examined, including those of the Issuer and the State of Ohio. Failure to comply with certain of thosecovenants subsequent to issuance of the Series A Bonds may cause interest on the Series A Bonds to be included ingross income for federal income tax purposes retroactively to their date of issuance.

The rights of the owners of the Bonds and the enforceability of the Bonds and the Master Indenture aresubject to bankruptcy, insolvency, arrangement, fraudulent conveyance or transfer, reorganization, moratorium andother laws relating to or affecting creditors’ rights, to the application of equitable principles, to the exercise ofjudicial discretion, and to limitations on legal remedies against public entities. We express no opinion with respectto any indemnification, contribution, penalty, choice of law, choice of forum, choice of venue, waiver or severabilityprovisions contained in the Master Indenture.

The opinions rendered in this letter are stated only as of this date, and no other opinion shall be implied orinferred as a result of anything contained in or omitted from this letter. Our engagement as bond counsel withrespect to the Bonds has concluded on this date.

Respectfully submitted,

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