Execution Copy

OPERATIONS SERVICES AGREEMENT

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

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TABLE OF CONTENTS

ARTICLE I - SERVICES 1.1 1.2 1.3 2.1 2.2 2.3 2.4 3.1 3.2 3.3 3.4 3.5 3.6 4.1 4.2 5.1 5.2 6.1 6.2 6.3 6.4 6.5 Scope of Services. Standards of Performance. Limitations and Exclusions Services Fee. Cost Reporting. Ordinary Operating Expenses. Extraordinary Expenses.

1 1 2 2 2 2 2 3 5 6 7 7 8 8 9 9 9 9 10 11 11 11 11 11 11 12 12 12 12 13 13 13 13 13 15 15 16 16

ARTICLE II- SERVICES FEE

ARTICLE III - FRANCHISEE OBLIGATIONS Third Party Vendors. Financial Statements; Taxes; Tax Returns Compliance. Insurance. Access; Information Sharing Business Plan Capital Expenditures Books and Records. Inspection & Audit Rights. Term Cross-Termination. Breach; Remedies. Effects of Termination. Survival.

ARTICLE IV - BUSINESS PLAN; CAPITAL EXPENDITURES

ARTICLE V - MUTUAL COVENANTS

ARTICLE VI- TERM & TERMINATION

ARTICLE VII- INDEMNIFICATION ARTICLE VIII- MISCELLANEOUS 8.1 8.2 8.3 8.4 8.5 8.6 8.7 8.8 8.9 8.10 Acknowledgement. Independent Contractor Use of Other State Entities Force Majeure Notices. Binding Effect; Assignment Third Party Beneficiaries. Amendment Waiver; Remedies.

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TABLE OF CONTENTS 8.11 8.12 8.13 8.14 8.15 8.16 8.17 Severability. Construction; Interpretations Entire Agreement. Governing Law Venue; Submission to Jurisdiction. ..... WAIVER OF JURY TRIAL Counterparts; Electronic Signature 16 16 16 16 .............. ...................16 17 17

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EXHIBITS and SCHEDULES Exhibit A Schedule A-1 Schedule A-2 Exhibit B Exhibit C Services Liquor Tax Calculation, Reporting and Payment Process Flow of Funds Statutory Merchandising Excluded Regulatory Activities

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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. B. 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. 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 perfoun 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 Teim (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. 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. 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.

C.

D.

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. Furthemiore, 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 H - 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 1 of each calendar year and ends on June 30 th 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 and DLC. (e) Estimated Expense Payments. Commencing on the Effective Date, and no later than the 1st 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. Payment Adjustments. No later than 60 days after the end of each Fiscal Year, DLC (0 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. Expense Budget Review and Updates. No later than 180 days prior to the expiration (g) 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 = 100), 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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(j) 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: 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. 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.

(iii)

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 perfoiniance 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: 5LC0 (the "Allowance Fund"), subject to the teinis 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 30" 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 (tile "Liquor Taxes"), in accordance with the process identified in Schedule A-1 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 foini 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 (100%) 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 Tel m. (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 Tenn, 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. 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 5.1. 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 teiniinate 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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w ithin 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 perfoiniance of such Services. 8.5 Force Majeure. 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, 23r d Floor Columbus, Ohio 43215 Attn: Director Fax: 614.220.7113 Email: [email protected]

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Execution Copy with a copy to: Ohio Department of Commerce 77 S. High Street, 23 rd Floor Columbus, Ohio 43215 Attn: Chief Legal Counsel Fax: 614.644.7063 Email: [email protected] 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: [email protected]

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: [email protected] 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 rn.co'obm state.oh.us

If to Franchisee, at: Franchisee 41 S. High Street, Suite 2210 Columbus, Ohio 43215 Attn: Mark D. Kvamme Fax: 614.469.1049 Email: [email protected]

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with a copy to: Franchisee 41 S. High Street, Suite 2210 Columbus, Ohio 43215 Attn: Kristopher VVahlers Fax: 614.469.1049 Email: [email protected]

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: [email protected] with a copy to: JobsOhio 41 S. High Street, Suite 2210 Columbus, Ohio 43215 Attn: Kristopher Wahlers, General Counsel Fax: 614.469.1049 Email: [email protected] 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 peimitted 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 Severabilitv. 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 te, in 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 PERMIT I ED 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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Execution Copy IN WITNESS WHEREOF, a duly authorized representative of each party hereto has executed this Operations Services Agreement as of the Effective Date.

JOBSOHIO BEVERAGE SYSTEM

By: /Mark D. Kvanirne, Authorized Representative

SOLELY WITH RESPECT TO SECTIONS 7.1 AND 8.9, JOBSOHIO

By: Mark D. Kvam Interim Presiden and Chief Investment Officer

STATE OF OHIO, DEPARTMENT OF COMMERCE, ACTING FOR ITS DIVISIONS OF ADMINISTRATION AND LIQUOR CONTROL

By: David Goodman, Director

STATE OF OHIO, OFFICE OF BUDGET AND MANAGEMENT

By: Timothy S. Keen, Director

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Exhibit A Services i
(effective as of 12/13/11)

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. 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

2.

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. 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 commissions ("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-1 attached to

3.

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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. Information Technoloev 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 infoiniation 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

5.

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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. 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 teinis 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. 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.

6.

7.

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Schedule A-1
Liquor Tax Calculation, Reporting and Payment Process

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) 1' thru the 15 th and (2) 16th thru the 30 th (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 5th and 20th days of the calendar month following the applicable Tax Calculation. 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) (ii) (iii) (iv) (v) Dollar Sales by Outlet Report, Sales Tax by County Report, Sales Tax by Outlet Report, Summary of Sales, Inventory, and Gallons Report, 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) (ii) (iii) Sales Tax Report, Gallonage Tax Report, 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. 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).

5.

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6.

Notice of Pay ment. 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"). 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). 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. 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). 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.

7.

8.

9.

10.

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Execution Copy Schedule A-2 Cash Flow Process Diagram

Nightly ACH Sweep

Franchisee Revenue Account at KeyBank

Within 1 Business Day

Revenue Fund State Tax Fund

of Ohio Treasuu

Operations Fund Remitted Per Services Agreement Remitted Per Contracts

1
Third Party Services & Contracts Division of Liquor Control Account at Treasury

Fund

Franchisee Debt Service

ubordinated Debt Se Fund

ce

Franchisee Subordinated Debt Service

Subordinated Debt Service Reserve Fund (if required)

Rebate Fund State of Ohio Treasury

Deferred Payments

Franchisee Non-Liquor Operations General Purpose Fund of Franchisee

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Schedule A-2 (Continued) Flow of Funds 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: First: Into the Tax Fund, on the 5th and the 20th of each month, the amount sufficient to pay (a) all taxes collected on the sale of spirituous liquor for the previous sales period. Second: Into the Operations Fund, on any Business Day, the amount, together with any (b) 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. Third: (1) Into the Interest Payment Account of the Debt Service Fund on the twenty-fifth of (c) 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 Fourth: Into the accounts created or designated in the Debt Service Reserve Fund, if any, on (d) 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. Fifth: Into the Subordinated Indebtedness Debt Service Fund, (1) into the interest payment (e) 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 A-8

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account any moneys then on deposit in that principal payment account, to provide for the pa s ment 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. Sixth: Into the accounts created or designated in the Subordinated Indebtedness Debt Service (f) 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. Seventh: Into the Rebate Fund, if any, the amounts and at the times, provided in any (g) 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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Exhibit B
Statutory Merchandising 2

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 brands of 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, including compliance 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. Ohio Rev. Code 4301.17(A)(1). 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 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); 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.

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 Activities 3

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)(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 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)(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. Ohio Rev. 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, product registrations, 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. 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 E s hibit from time to time as a result of any such action.

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