Page 1

From:
To: Elizabeth Nunes
Date: 7/19/2015 10:18:45 PM
Subject: Fwd: Phase 2 Cellars, LLC Subscription Documents
Attachments: Subscription Packet - Fillable.pdf
ATT00001.htm

Sent from my iPhone

Begin forwarded message:

From: June McIvor <JMcIvor@sjmslaw.com>

Date: July 17, 2015 at 11:07:41 AM PDT
Cc: Robin Baggett <Robin@aowinery.com>, "Jean Hoefliger (Jean@aowinery.com)" <
Jean@aowinery.com>
Subject: Phase 2 Cellars, LLC Subscription Documents

Dear Soon-to-Be-Partner in Phase 2 Cellars:

Thank you for your interest in Phase 2 Cellars! Attached please find the Subscription Agreement, Investor
Suitability Questionnaire, and signature page to the Restated Operating Agreement (the full operating
agreement was included in the offering memorandum). Please complete and sign each of these documents
and return them to my attention, by email or regular mail. Note that they are fillable pdfs (thank you, Piper!) so
that you can complete most of it (other than signatures) on your computer.

I need all of this paper work in by next Friday, July 24. Funds are due by Friday, July 31. Wire instructions are
on the last page of the attached. If you prefer to send a check, please make it payable to Phase 2 Cellars, LLC
and send it to my attention at the address below. Checks need to be received by Wednesday, July 29 so that
they can clear before closing. Closing will be on Monday, August 3rd.

Please let me know if you have any questions. I look forward to working with each of you!

Sincerely,
June

June R. McIvor | Partner

Sinsheimer Juhnke McIvor & Stroh, LLP
1010 Peach Street | PO Box 31 | San Luis Obispo, CA 93406
P 805 541 2800 | F 805 541 2802
JMcIvor@sjmslaw.com | www.sjmslaw.com

PRIVILEGED AND CONFIDENTIAL: ATTORNEY/CLIENT COMMUNICATION

This email message is for the sole use of the intended recipient(s) and may contain confidential and privileged information. Any unauthorized review, use,
disclosure or distribution is prohibited. If you are not the intended recipient, please contact the sender by reply mail and destroy all copies of the original
message and any attachments thereto. To comply with Treasury Regulations, we must inform you that any tax advice contained in this email was not
intended or written by the writer to be used, and cannot be used by you or anyone else, for the purpose of avoiding penalties imposed by federal tax law.
Further, this email may not be used by you or anyone else to promote, market, or recommend an arrangement relating to any Federal tax issue by any
taxpayer.
Please consider the environment before printing this e-mail. Thank you.
 Page 2

PHASE 2 CELLARS, LLC

SERIES B PREFERRED UNITS

SUBSCRIPTION AGREEMENT

THE SECURITIES OFFERED PURSUANT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE
SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. THE SECURITIES
MAY NOT BE TRANSFERRED OR RESOLD WITHOUT REGISTRATION UNDER THE ACT AND
APPLICABLE STATE SECURITIES LAWS, UNLESS IN THE OPINION OF COUNSEL
SATISFACTORY TO THE ISSUER AN EXEMPTION FROM REGISTRATION UNDER THE ACT
AND SUCH OTHER LAWS AS MAY BE APPLICABLE IS AVAILABLE. THE SECURITIES
OFFERED HEREBY ALSO ARE SUBJECT TO FURTHER RESTRICTIONS ON TRANSFER, RIGHTS
OF FIRST REFUSAL AND MARKET STAND-OFF RESTRICTIONS UNDER THIS SUBSCRIPTION
AGREEMENT.

THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT
BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF
CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF
ANY PART OF THE CONSIDERATION THEREOF PRIOR TO SUCH QUALIFICATION IS
UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY
SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF
ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH
QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.

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SECTION 1.

SUBSCRIPTION, PURCHASE AND CLOSING

1.01 Subscription. The undersigned, intending to be legally bound, hereby irrevocably

subscribes for and agrees to purchase Series B preferred membership units (the "Preferred Units")
of PHASE 2 CELLARS, LLC, a California limited liability company, (the "Company"), at a
purchase price of $20,000 per Unit, in the number and at an aggregate purchase price indicated on
the signature page of the Subscription Agreement. This subscription is submitted to you in
accordance with and subject to the terms and conditions described in this Subscription Agreement
and the Private Placement Memorandum (the "Memorandum") dated July 9, 2015, relating to the
offering of a maximum of 350 Preferred Units (the "Offering").

1.02 Purchase Price. The undersigned has tendered, together with this Subscription
Agreement, the undersigned's check or wire transfer in the amount of Twenty Thousand Dollars
($20,000) per Unit representing the Purchase Amount required hereunder upon the execution of this
Subscription Agreement.

1.03 Closing Date. The closing of the sale and purchase of the Units (the "Initial
Closing") shall occur on a date selected by the Company no later than July 31, 2015 or on such
other date as may be mutually agreed to by the Company and the undersigned (the "Initial
Closing Date"). The securities subscribed for under this Subscription Agreement shall not be
deemed issued to, or owned by, the undersigned until the Initial Closing has occurred.

1.04 Delivery. At the Initial Closing, the Company will deliver to the undersigned a
certificate or certificates registered in the undersigned's name, legended in accordance with
Section 4.04 hereof, representing, in accordance with the number of Units purchased. The
documents required by this Subscription Agreement, including execution of the 2015 Amended
and Restated Operating Agreement of the Company (the “Operating Agreement”) by the
undersigned, shall be delivered and all other obligations imposed by this Subscription
Agreement shall be satisfied.

SECTION 2.

ACCEPTANCE OR REJECTION
2.01 Acceptance or Rejection. The undersigned understands and agrees that the Company
reserves the right, in its absolute discretion, to reject any subscription for the Units, in whole or in
part, at any time prior to the Initial Closing Date. In the event the sale of the Units is not
consummated for any reason (in which event this Subscription Agreement shall be deemed to be
rejected), the Company shall cause the return to the undersigned of this Subscription Agreement
and all funds tendered by the undersigned, without interest thereon or deduction therefrom, and this
Subscription Agreement thereafter shall be of no force or effect.

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SECTION 3.

REPRESENTATIONS AND WARRANTIES

3.01 Investor Representations and Warranties. The undersigned hereby acknowledges,

represents and warrants to the Company as follows:
(a) The undersigned is acquiring the Units for the account of the undersigned as
principal, for investment purposes only, and not with a view to, or for, resale, distribution or
fractionalization thereof, in whole or in part, and no other person has a direct or indirect
beneficial interest in such Units.
(b) The undersigned acknowledges that the offering and sale hereunder is
intended to be exempt from registration under the Act by virtue of Section 4(2) of the Act and the
provisions of Regulation D promulgated thereunder ("Regulation D"). In furtherance thereof, the
undersigned represents and warrants that the undersigned, (1) is an "accredited investor," as that term
is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended, and a
resident of California; (2) has the financial ability to bear the economic risk of this investment, (3)
has adequate means for providing for the current needs and contingencies of the undersigned, and (4)
has no need for liquidity with respect to the investment in the Company. The undersigned
understands that the term "accredited investor" includes, (i) in the case of individual investors, only
those able to answer "Yes" to at least one of questions 4(a), 4(c) or 5 of Part I of the Investor
Suitability Questionnaire attached to the Memorandum as Appendix H (the "Questionnaire"), and (ii)
in the case of entity or other non-individual investors, only those who can properly check one of the
boxes (except for the "Other" box) under question 3 of part II of the Questionnaire.
(c) By virtue of the undersigned's (or the undersigned's investment
representative's personal business or financial experience) experience in evaluating and investing in
private placement transactions of securities in companies similar to the Company, the undersigned, or
where applicable, the undersigned's investment representative, is capable of evaluating the merits
and risks of its investment in the Company. The undersigned has the capacity to protect its own
interests.
(d) Any information which the undersigned has heretofore furnished or is now
furnishing to the Company with respect to the financial position and business experience of the
undersigned, including, without limitation, the information contained in the Questionnaire (and,
if applicable, the Purchaser Representative Disclosure Statement) is correct and complete as of
the date of this Subscription Agreement, and if there should be any material change in such
information prior to the Initial Closing Date, the undersigned will immediately furnish such
revised or corrected information to the Company.
(e) The undersigned or, where applicable, the undersigned's investment
representative:
(i) has been furnished with and has carefully reviewed the
Memorandum and this Subscription Agreement and understands and has evaluated the risks of
the investment in the Company and has relied solely (except as indicated in subsection (ii)

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below) on the information contained in and provided with the Memorandum and this
Subscription Agreement;
(ii) has been given the opportunity to ask questions of, and receive
answers from, the officers of the Company concerning the terms and conditions of the Offering
and other matters pertaining to this investment, and has been given the opportunity to obtain such
additional information necessary to evaluate the merits and risks of the investment in the
Company to the extent the Company possesses such information or can acquire it without
unreasonable efforts or expense;
(iii) is not relying on any oral or written representation or oral or
written information in connection with the Offering which is not contained in or provided with
the Memorandum or this Subscription Agreement;
(iv) has investigated the investment in the Company to the extent the
undersigned has deemed necessary or desirable and the Company has provided the undersigned
with any assistance the undersigned has requested in connection therewith; and
(v) has determined that the Units are a suitable investment for the
undersigned and that at this time the undersigned can bear a complete loss of the investment in
the Company.
(f) The undersigned represents, warrants and agrees that the undersigned will
not sell or otherwise transfer the Units without registration under the Act or an exemption
therefrom, or in violation of any of the provisions of SECTION 4 hereof, and fully understands and
agrees that the undersigned must bear the economic risk of the purchase of such securities for an
indefinite period of time, because among other reasons, the restrictions under the Subscription
Agreement and the fact that the Units have not been registered under the Act or under the securities
laws of certain states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless
they are subsequently registered under the Act and under the applicable securities laws of such states or
an exemption from such registration is available. The Company has made no agreements, covenants, or
undertakings whatsoever to register any of the Units under the Act or under any state law. The
Company has made no representations, warranties, or covenants whatsoever as to whether any
exemption from the Act or from any state law, including without limitation any exemption for limited
sales in routine brokers' transactions pursuant to Rule 144 under the Act, will become available and any
such exemption pursuant to Rule 144, if available at all, will not be available unless: (i) a public trading
market then exists in the Company's Common Stock, (ii) adequate information as to the Company's
financial and other affairs and operations is then available to the public, and (iii) all other terms and
conditions of Rule 144 have been satisfied.
(g) If the undersigned is a corporation, partnership, trust or other entity, it is
empowered, authorized and qualified to purchase the Units on the terms described herein, and the
person signing this Subscription Agreement on behalf of such entity has been duly authorized by such
entity to do so.
(h) No representation or warranties have been made to the undersigned by any
officer, director, employee, agent or affiliate of the Company or any of its subsidiaries, other than the
representations included in the Memorandum and this Subscription Agreement.

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(i) The undersigned recognizes that the Memorandum contains confidential

information regarding the Company, the disclosure of which, as well as of any other confidential
information of the Company of which the undersigned may have obtained knowledge in connection
with this Subscription Agreement, could be extremely detrimental to the Company. Accordingly, the
undersigned represents, warrants and agrees not to disclose to any third party, or to use for other than
purposes of making the investment decision in connection herewith, the Memorandum or any of the
Company's information of a confidential nature, including, without limitation, business plans, financial
data, prospective customers, methods of operation or projections.
(j) The foregoing representations, warranties and agreements shall survive the
Initial Closing Date.

3.02 Investor Awareness. The undersigned acknowledges, represents, agrees and is

aware that:
(a) No federal or state agency has passed upon the Units or made any finding
or determination as to the fairness of this investment.
(b) The undersigned's investment in the Company represented by the Units is
highly speculative in nature. There are substantial risks of loss of investment in whole or in part
incident to the purchase of the Units.
(c) There is no established market for the Units and a public market for the
Units may never develop.
(d) The Units being purchased by the undersigned are subject to the
restrictions on transfer and right of first refusal contained in the Operating Agreement as
described elsewhere herein.
(e) The foregoing acknowledgments, representations, warranties and
agreements shall survive the Initial Closing Date.

3.03 Representations and Warranties of the Company. The Company hereby represents
and warrants to the undersigned that:
(a) Corporate Organization. The Company is a California limited liability
company duly organized, validly existing, authorized to exercise all its powers, rights and
privileges, and in good standing in the State of California.
(b) Capitalization. Immediately prior to the Initial Closing, the authorized
capital of the Company shall consist of:
(i) Capital Units. As described in the Memorandum, at the Initial
Closing Date hereunder the Company shall have: (a) 100 Series A Common Units issued and
held by the Managing Member, and no additional Series A Common Units authorized or
outstanding; (b) 100 Series B Common Units issued as of the date of the Initial Closing and up to
50 additional Series B Common authorized for issuance and reserved for issuance as set forth in
subsection (ii) below; (c) 200 Series A Preferred Units issued and no additional Series A
Preferred Units authorized or outstanding; and (d) 200 Series B Preferred Units issued and up to

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350 Series B Preferred Units to be issued as of the Initial Closing Date or at a later Closing Date,
but in no event later than July 31, 2016. All issued Common Units are duly and validly issued
(including, without limitation, issued in compliance with applicable federal and state securities
laws), fully-paid and nonassessable.

(ii) Reserved Units. The Company intends to adopt and implement an

employee incentive plan and has 50 Series B Common Units reserved for issuance under such
employee incentive plan. Except for subscription rights for Units being offered through the
offering covered by the Memorandum, there are no outstanding warrants, options, conversion
privileges, preemptive rights, or other rights or agreements to purchase or otherwise acquire or
issue any equity security of the Company, except as herein provided.

3.04 Authorization. All corporation action on the part of the Company, its Manager and
members necessary for the authorization, execution, delivery and performance of all obligations
under this Subscription Agreement and for the issuance and delivery of the Units has been
taken.
(a) Validity of Units. The Units, when issued, sold and delivered in
accordance with the terms, and for the consideration, expressed in this Subscription Agreement,
shall be duly and validly issued (including, without limitation, compliance with applicable
federal and state securities laws).
(b) No Conflict with Other Instruments. The execution, delivery and performance
of this Subscription Agreement will not result in any violation of, be in conflict with, or constitute a
default under, with or without the passage of time or the giving of notice: (i) any provision of the
Company's Articles of Organization or the Operating Agreement; (ii) any provision of any judgment,
decree or order to which the Company is a party or by which it is bound; or (iii) any material
contract, obligation or commitment to which the Company is a party or by which it is bound.

SECTION 4.

OPERATING AGREEMENT; TRANSFER RESTRICTIONS

4.01 Operating Agreement. The undersigned agrees to execute and be bound by the
terms of the Operating Agreement.

4.02 Transfer Restrictions: Right of First Refusal and Purchase. The undersigned
acknowledges that the Units are subject to the Company's transfer restrictions and first refusal
rights as set forth in the Operating Agreement, that the Operating Agreement provides that
investors wishing to transfer their Units at any time thereafter must offer them first to the
Company for optional purchase by it at the same price and on the other terms as are described in
the notice required to be given by the investor in each such case to the Company, and that THE
RIGHT OF FIRST REFUSAL AND OTHER RESTRICTIONS ON TRANSFER OF THE
UNITS WILL HAVE A SIGNIFICANT ADVERSE AFFECT ON THEIR MARKET VALUE.

4.03 Restrictive Legend. Each certificate representing: (a) the Units; and (b) any other
securities issued in respect of such Units or upon any split, distribution, recapitalization, merger,

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conversion, consolidation or similar event relating to the Units, may be stamped or otherwise
imprinted with a legend in the following form (in addition to any legend or legends required
under applicable state securities laws):

THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE

BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW
TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION
THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. SUCH UNITS MAY
NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS THE COMPANY RECEIVES AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM
THE REGISTRATION AND PROSPECTUS DELIVERY
REQUIREMENTS OF SAID ACT AND FROM ANY APPLICABLE
STATE QUALIFICATIONS FOR TRANSFER.

SALE, TRANSFER, OR HYPOTHECATION OF THE UNITS (OR ANY

INTEREST THEREIN) REPRESENTED BY THIS CERTIFICATE IS
RESTRICTED BY THE PROVISIONS OF THE OPERATING
AGREEMENT, A COPY OF WHICH MAY BE INSPECTED AT THE
PRINCIPAL OFFICE OF THE COMPANY, ALL THE PROVISIONS OF
WHICH ARE INCORPORATED HEREIN. THE OPERATING
AGREEMENT PROVIDES FOR A FIRST REFUSAL RIGHT AND
OPTIONS TO PURCHASE UNDER CERTAIN CIRCUMSTANCES.

THE SECURITIES REPRESENTED HEREBY ARE ALSO SUBJECT

TO RESTRICTIONS ON TRANSFER FOR A PERIOD FOLLOWING
THE EFFECTIVE DATE OF A REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR AN
OFFERING OF THE COMPANY'S SECURITIES.

4.04 Non-Complying Transfers. The undersigned agrees that the Company shall not be
required: (a) to transfer on its books any Units or other securities of the Company which shall have been
sold or transferred in violation of any of the provisions set forth in this Subscription Agreement; or (b) to
treat as owner of such Units or securities or to accord the right to vote as owner of or to make distributions
to any transferee to whom such Units or securities shall have been so transferred.

SECTION 5.

MISCELLANEOUS

5.01 Indemnity. The undersigned agrees to indemnify and hold harmless the Company
and each other person, if any, who controls the Company, within the meaning of Section 15 of the
Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not

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limited to, any and all expenses whatsoever reasonably incurred, investigating, preparing or
defending against any litigation commenced or threatened or any claim whatsoever) arising out of or
based upon any false representation or warranty or breach or failure by the undersigned to comply
with any covenant or agreement made by the undersigned herein or in any other document furnished
by the undersigned to any of the foregoing in connection with the transaction.

5.02 Modification. Neither this Subscription Agreement nor any provisions hereof
shall be modified, discharged or terminated except by an instrument in writing signed by the
party against whom any modification, discharge or termination is sought.

5.03 Notices. Any notice, demand or other communication that any party hereto may
require, or may elect, to give to anyone interested hereunder shall be sufficiently given if: (a)
deposited, postage prepared, in a United States mail letter box, registered or certified mail, return
receipt requested, addressed, if to the undersigned, to the address for notice on the signature page to
this Subscription Agreement, or, if to the Company, to Phase 2 Cellars, LLC, 4910 Edna Road, San
Luis Obispo, California 93401, Attn: Robin Baggett; or (b) delivered personally at such address.

5.04 Binding Effect. Except as otherwise provided herein, this Subscription Agreement
shall be binding upon and inure to the benefit of the parties and their heirs, executors,
administrators, successors, legal representatives and assigns. The obligation of the undersigned
and the agreements, representations, warranties and acknowledgments herein contained shall be
deemed to be made by and be binding upon the undersigned and the heirs, executors,
administrators and successors of the undersigned.

5.05 Entire Agreement. This instrument contains the entire agreement of the parties with
respect to the subject matter of this Subscription Agreement, and there are no representations,
covenants or other agreements except as stated or referred to herein.

5.06 Assignability. This Subscription Agreement is not transferable or assignable by the

undersigned except as may be provided herein.

5.07 Applicable Law. This Subscription Agreement shall be governed by and

construed in accordance with the laws of the State of California as applied to residents of that
state entering into contracts wholly to be performed in that state.

5.08 Construction. Any capitalize terms used herein and not otherwise expressly herein
defined shall have the meaning as set forth in the Memorandum.

5.09 State Securities Laws. The offering and sale of the Units is intended to be exempt
from registration under the securities laws of certain states. The undersigned acknowledges the
restrictions on transfer of all Units, as agreed upon this Subscription Agreement.

[Signature page follows.]

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IN WITNESS WHEREOF, the undersigned has executed this Phase 2 Cellars, LLC
Series B Preferred Unit Subscription Agreement as of the ____ day of ________, 2015.

Purchaser Signature:

Number of Units to be Purchased: Units

(Min of 10 Units, increments of 10 Units)
Aggregate Purchase Price of Units: $_____________($20,000 per Unit)

Method of Payment of Purchase Price:

___ I have enclosed a check for $20,000 per Unit payable to the order of the Company
for the Purchase Amount of the number of Units indicated above.

___ I have wire transferred $20,000 per Unit in accordance with the instructions
provided by the Company for the Purchase Amount.

Print Name(s) of Subscriber:

Address of Subscriber:

Address for Notice:

Social Security Number(s)

Or Tax I.D. Number(s):

Telephone Number:

Purchaser's spouse indicates by the execution of this Agreement his or her consent to be bound by the
terms herein as to his or her interests, whether as community property or otherwise, if any, in the Units
hereby purchased,

Purchaser's Spouse

Accepted this ____ day of ___________, 2015

PHASE 2 CELLARS, LLC

By
K. Robin Baggett, Managing Member

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INVESTOR SUITABILITY QUESTIONNAIRE

PHASE 2 CELLARS, LLC

(ALL INFORMATION FURNISHED IN COMPLETING THIS

QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY.)

PHASE 2 CELLARS, LLC, a California limited liability company, (the "Company") will use the
responses to this questionnaire to qualify potential participants in the current offering of
membership units of the Company for purposes of federal and state securities laws. This
Questionnaire is being requesting on connection with the Subscription Agreement included as
Appendix F to the Private Placement Memorandum of the Company dated July 9, 2015.

If the answer to any question below is "none" or "not applicable," please so indicate.

Your answers will be kept confidential at all times. However, by signing this questionnaire, you
agree that the Company may present this questionnaire to such parties as it deems appropriate to
establish the availability of exemptions from registration under state and federal securities laws.

PHASE 2 CELLARS, LLC G-1

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I. INDIVIDUAL INVESTORS
(Non-individuals should turn to ii on page c-5.)

1. PERSONAL

Name

Residence Address

Home Telephone

Date of Birth

Social Security Number`

2. BUSINESS

Occupation

Number of Years

Present Employer

Position/Title

Business Address

Business Telephone

3. RESIDENCE INFORMATION

(a) Set forth in the space provided below the state(s) in which you have maintained
your principal residence during the past three years and the dates during which you resided in
each state.

PHASE 2 CELLARS, LLC G-2

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(b) Are you registered to vote in, or do you have a driver's license issued by, or do you
maintain a residence in any other state? If yes, in which state(s)?
4. INCOME
(a) Do you reasonably expect either your own income from all sources during the
current year to exceed $200,000 or the joint income of you and your spouse (if married) from all
sources during the current year to exceed $300,000?

Yes ___ No ___ If not, please specify amount _______________

(b) What percentage of your income as shown above is anticipated to be derived from
sources other than salary?
(c) Was either your yearly income from all sources during each of the last two years in
excess of $2000,000 or was the joint income of you and your spouse (if married) from all sources
during each of such years in excess of $300,000?

Yes ___ No ___ If not, please specify amount _______________

If no, please specify amount for:

Last year:
Year Before Last:

5. NET WORTH

Will your net worth as of the date you purchase the securities offered, together with the net worth of your
spouse, be in excess of $1,000,000?

Yes ___ No ___ If not, please specify amount _______________

6. EDUCATION

Please describe your educational background and degrees obtained, if any.

PHASE 2 CELLARS, LLC G-3

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7. AFFILIATION

If you have any pre-existing personal or business relationship with the Company or any of its officers,
directors, or controlling persons, please describe the nature and duration of such relationship.

8. BUSINESS AND FINANCIAL EXPERIENCE

(a) Please describe in reasonable detail the nature and extent of your business,
financial and investment experience which you believe gives you the capacity to evaluate the
merits and risks of the proposed investment and the capacity to protect your interests.

(b) Are you purchasing the securities offered for your own account and for investment
purposes only?

Yes ___ No ___

If no, please state for whom you are investing and/or the reason for investing.

PHASE 2 CELLARS, LLC G-4

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9. PURCHASER REPRESENTATIVE

In evaluating this investment, will you use the services of a purchaser representative? (If so, please
identify, providing name, address and telephone number.)

Accountant:

Attorney:

Other:

(Individuals: Please turn to Page G-8 of this questionnaire and sign and date this questionnaire under III.)

II. NON-INDIVIDUAL INVESTORS

(Please answer Part IIII only if the purchase is proposed to be undertaken by a corporation, partnership,
limited liability company, trust or other entity.)

IF INVESTMENT WILL BE MADE BY MORE THAN ONE AFFLIIATED ENTITY, PLEASE

COMPLETE A COPY OF THIS QUESTIONNAIRE FOR EACH ENTITY.

1. IDENTIFICATION

Name

Address of Principal
Place of Business

Jurisdiction of Formation
Or Incorporation

Contact Person

Telephone Number (___)

PHASE 2 CELLARS, LLC G-5

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Type of Entity
(corporation, partnership, Trust, etc.)

Tax ID Number

Was entity formed for the purpose of this investment:

Yes ___ No ___

If answer is yes, all shareholders, partners or other equity owners must answer Part I of this Questionnaire
as individuals. If the above answer is no, please continue completing this form.

2. NET WORTH

Please state the investing entity's net worth at the time the securities will be purchased:

_____ In excess of $5,000,000

_____ Under $5,000,000

3. BUSINESS

Please check the appropriate line (or lines) to indicate which of the following accurately describes the
investing entity:

_____ private business development company as defined in Section 202(a)(22) of the

Investment Advisor Act of 1940;
_____ a Small Business Investment Company licensed by the United States Small
Business Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958;
_____ an investment company registered under the Investment Company Act of 1940 or
a business development company as defined in Section 2(a)(48) of that Act;
_____ a bank as defined in Section 3(a)(2) or a savings and loan association or other
institution defined in Section 3(a)5(A) of the Securities Act of 1933, as amended,
acting in either an individual or fiduciary capacity;
_____ an insurance company as defined in Section 2(13) of the Securities Act of 1933, as
amended;
_____ an employee benefit plan within the meaning of the Employee Retirement Income
Security Act of 1974 whose investment decision is made by a plan fiduciary as
defined in Section 3(21) of such Act, which is either a bank, savings and loan
association, insurance company, or registered investment advisor, or which has
total assets in excess of $5,000,000, or, if a self-directed plan, a plan the
investment decisions of which are made solely by persons who are accredited
investors;

PHASE 2 CELLARS, LLC G-6

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_____ an insurance company as defined in Section 2(13) of the Securities Act of 1933, as
amended;
_____ an employee benefit plan within the meaning of the Employee Retirement Income
Security Act of 1974 whose investment decision is made by a plan fiduciary as
defined in Section 3(21) of such Act, which is either a bank, savings and loan
association, insurance company, or registered investment advisor, or which has
total assets in excess of $5,000,000, or, if a self-directed plan, a plan the
investment decisions of which are made solely by persons who are accredited
investors;
_____ an organization described in Section 501(c)(3) of the Internal Revenue Code, a
corporation, Massachusetts or similar business trust, or partnership, with total
assets in excess of $5,000,000;
_____ a plan established and maintained by a state, its political subdivision, or any
agency or instrumentality of a state or its political subdivisions, for the benefit of
its employees, with total assets in excess of $5,000,000;
_____ a trust with total assets in excess of $5,000,000 whose purchase is directed by a
sophisticated person as described in Rule 5096(b)(2)(ii) of the Securities Act of
1933, as amended;
_____ an entity in which all of the equity owners are accredited investors;
_____ Other. Describe:

Please provide information detailing the business, financial and investment experience of the entity and
investment manager of such entity.

PLEASE SIGN AND DATE THIS QUESTIONNAIRE UNDER III.

PHASE 2 CELLARS, LLC G-7

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III. SIGNATURE

The above information is true and correct in all material respects and the undersigned recognizes that the
Company and its counsel are relying on the truth and accuracy of such information in reliance on the
exemption contained in Subsection 4(2) of the Securities Act of 1933, as amended and Regulation D
promulgated thereunder, and under certain state securities laws. The undersigned agrees to notify the
Company promptly of any changes in the foregoing information which may occur prior to the investment.

The certificates representing the Units should be registered as follows:

Executed at ______________, on _________, 2015.

(Signature)

(Title if for Entity)

PHASE 2 CELLARS, LLC G-8

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PURCHASER REPRESENTATIVE DISCLOSURE STATEMENT

PHASE 2 CELLARS, LLC, a California limited liability company, (the "Company"), may, under
certain circumstances, require a potential purchaser (or a potential investor may choose on his,
her or its own initiative) to obtain the assistance of one or more qualified Purchaser
Representatives in evaluating an investment in the membership units (the "Units") of the
Company. The purpose of this Purchaser Representative Disclosure Statement is to obtain certain
representations from and information regarding, each such Purchaser Representative. Terms used
and not otherwise defined herein or in the Investor Suitability Questionnaire relating to the Units
shall have the meaning ascribed thereto in the Company's Private Placement Memorandum dated
July 9, 2015.

The undersigned makes the following representations with the intent that they may be
relied upon by the Company in determining the undersigned's qualification to serve as a Purchaser
Representative for ___________________________________________(insert name of prospective
investor being represented) in connection with an investment in the Units.
1. Name and Address of Purchaser Representative.

Name:
Address:
2. Are you an affiliate, director, officer, employee of Phase 2 Cellars, LLC or any affiliates
thereof?
Yes ___ No ___
3. If the Answer to No. 2 is "Yes," what is the relationship?

4. I have, either myself or together with my client, sufficient knowledge and experience in
financial, business, and tax matters to be capable of evaluating the risks and merits of an investment
in the units and making an informed investment decision with respect thereto.
Yes ___ No ___
5. Current employment and position held:

How long? ____________________

6. Education Background and Degrees:

7. Area of knowledge and experience (e.g., legal or tax matters, financial, business, etc.):

PHASE 2 CELLARS, LLC G-9

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8. Describe any and all relationships which now exist, which have existed an any time over the past
two years or are mutually understood to be contemplated in the future between you (or your affiliates)
and the Company or any of its affiliates. (If none, so state):

9. The undersigned has received $ _____________ from the Company with affiliates within
the past two years as a result of such relationships described in Item 8 above. (If none, so state.)

Name of Purchaser Representative (please print):

Signature: _____________________________________ Date:

The Undersigned Prospective Investor(s) hereby acknowledge that you have been
designated to act as Purchaser Representative for the Undersigned in connection with the
evaluation of the merits and risks of an investment in the Units.

Date: _____________, 2015

Name(s) of Prospective Purchaser(s) (Please Print)

Signature(s) of Prospective Purchaser(s)

PHASE 2 CELLARS, LLC G-10

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PHASE 2 CELLARS, LLC

Limited Liability Company Agreement

Member Signature Page

By executing and delivering this Signature Page to the 2015 Amended and Restated
Limited Liability Company Agreement of Phase 2 Cellars, LLC, dated as of August 3, 2015,
with all amendments thereto, (the “Agreement”), the undersigned does hereby acknowledge
receipt of the Agreement and does hereby accept, assume and agree to be subject to, and bound
by, all of the terms, obligations and conditions of the Agreement as a party thereto.

Signature:

Printed Name:

Address:

Accepted and acknowledged by Phase 2 Cellars, LLC

PHASE 2 CELLARS, LLC

By: _____________________________
Robin Baggett, Managing Member
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WIRING INSTRUCTIONS

Bank Name: UNION BANK

Bank Address: MARIGOLD BRANCH

SAN LUIS OBISPO, CA 93401

Routing No.

Account Name: PHASE 2 CELLARS, LLC

dba Tolosa Winery
4910 Edna Road
San Luis Obispo, CA 93401

(805) 782-0300

Account No.
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