Summary of Investment in Virginia Wine Capital Management, LLC

Domestic Private Equity Fund, I

Spring 2008

Confidential

Copyright © 2008 VWCM, LLC This document provides an outline of a presentation and is incomplete without the accompanying oral commentary and discussion. No part of this publication may be reproduced, stored in a retrieval system, or transmitted in any form or by any means (electronic, mechanical, photocopying, recording, otherwise) without permission.

Disclaimers and Contacts

This confidential preliminary presentation (the “Presentation”) is not intended to be relied upon as the basis for any investment decision, and is not, and should not be assumed to be complete. The contents herein are not to be construed as legal, business, or tax advice, and each prospective investor should consult its own attorney, business advisor and tax advisor as to the suitability of any investment in the private equity fund described herein (“VWCM” or the “Fund”).

Any investment in the Fund is subject to various risks, including those set forth below under “Certain Risk Factors”. A more detailed description of such risk will be set forth in the Fund’s confidential private placement memorandum (the “Memorandum”) to be provided to prospective investors and should be carefully considered by prospective investors before they make any investment determinations. There is no guarantee that investors in the Fund will earn any profits on their investment or that their capital contributions will be returned.

This Presentation does not constitute an offer or solicitation in any state or other jurisdiction to subscribe for or purchase the Fund interests described herein (the “Interests”) and any offer to invest in the Fund will only be made by means of the Memorandum. The Managing Member of the Fund (the “Managing Member”) and its affiliates reserve the right to modify any of the terms of the offering and the Interest without further notice.

VIRGINIA WINE CAPITAL MANAGEMENT, LLC 100 Grand Cru Drive Charlottesville, Virginia 22902 P (434) 220-5911 F (434) 220-5927 Patricia Kluge [email protected]

William Moses [email protected]

Trevor Gibson [email protected]

Spring 2008 Private & Confidential 2 VWCM, LLC

Investment Opportunity

    Immediate timing opportunity for Institutions and High-Net Worth Individuals to capture a short term inefficiency in pricing for the development of a multitiered, highly sophisticated vineyard, custom crush facility and marketing and distribution operation in an emerging domestic wine region. Tangible asset driven investment strategy to development enterprise value utilizing a disciplined execution of the investment thesis by leading professionals with extensive experience in finance, vineyard/winery operations and branding. Low volatility, asset backed investment vehicle deploying sustainable economic growth while conserving the rural landscape for future generations. 5 year investment time horizon with an enterprise sell exit strategy at peer group multiplies of 15x EBITDA.

“If you had known what Napa Valley was going to be today thirty years ago, what would you have done differently? . . . bought more land!” Robert Mondavi, 2000 Spring 2008 Private & Confidential 3 VWCM, LLC

VWCM’s Strategy

“Asset Buy



Enterprise Sell”

Land Acquisition –

Over a 3 year period, the Fund will seek to purchase land suitable for the planting of 3000 Acres of premium, high-density vineyards. The fund will engage in selective timbering and carve out portions of the land not suitable for planting and sell off as premium, residential estate parcels in order to maximize Member returns.

Vineyard Development –

To commence with the acquisition of land, the Fund will plant 3000 Acres of varying vinifera suitable for the location, terroir and market demand.

Product Development

– The Fund will seek to develop premium wine brands in a state-of-the art production facility driving economies of scale, efficiency and quality.

Brand & Distribution Channel Development

– The Fund will seek to develop an in-house branding machine in order to establish its own distribution channels through aggressive marketing & sales.

Annuity Type Income Stream

– The Fund will seek to develop an annuity type income stream for its Members with strong year-over-year growth in both production and sales.

Enterprise Sell

– The Fund’s exit strategy will seek to exploit peer group market conditions of aggressive consolidation at multiples of greater than 15x EBITDA. Spring 2008 Private & Confidential 4 VWCM, LLC

VWCM Consolidated Financial Summary

Year 1 2 3 4 5 6 7 8 9 10 11 Capital Contributions

Vineyard Winery Distribution

Total

$50,000,000 $0 $0

$50,000,000

$90,000,000 $20,000,000 $5,000,000

$115,000,000

$130,000,000 $43,000,000 $12,000,000

$185,000,000

$130,000,000 $43,000,000 $12,000,000

$185,000,000

$130,000,000 $43,000,000 $12,000,000

$185,000,000

$130,000,000 $43,000,000 $12,000,000

$185,000,000

$130,000,000 $43,000,000 $12,000,000

$185,000,000

$130,000,000 $43,000,000 $12,000,000

$185,000,000

$130,000,000 $43,000,000 $12,000,000

$185,000,000

$130,000,000 $43,000,000 $12,000,000

$185,000,000

$130,000,000 $43,000,000 $12,000,000

$185,000,000 Total Assets

Vineyard Winery Distribution

Total

$47,481,037 $0 $0

$47,481,037

$87,676,299 $17,476,435 $4,953,657

$110,106,392

$127,016,165 $40,782,085 $11,785,855

$179,584,105

$130,100,279 $50,585,107 $9,279,123

$189,964,509

$138,844,570 $80,572,629 $17,410,189

$236,827,387

$153,992,402 $134,563,130 $38,501,140

$327,056,672

$173,062,285 $208,454,186 $71,337,699

$452,854,170

$195,205,969 $294,996,583 $111,188,110

$601,390,662

$219,389,695 $389,166,679 $154,959,230

$763,515,604

$247,058,320 $487,407,860 $200,656,518

$935,122,698

$276,358,567 $584,077,761 $246,651,422

$1,107,087,750 Total Gross Revenue EBITDA $2,950,000 $1,609,798 $2,950,000 $77,782 $4,386,579 $310,681 $15,866,917 $8,001,077 $51,668,082 $43,524,164 $90,311,230 $81,879,142 $124,175,939 $115,445,213 $146,544,558 $137,504,336 $160,740,674 $151,379,693 $168,373,009 $158,679,583 $171,958,997 $161,921,005 EBITDA Transaction Multiple* 15x $24,146,963 $1,166,736 $4,660,215 $120,016,156

* Multiple projection is based on assumption derived from historic transactions within peer group companies

$652,862,455 $1,228,187,126 $1,731,678,195 $2,062,565,039 $2,270,695,388 $2,380,193,745 $2,428,815,079 Total Acres Planted Tons Harvested Cases Produced Cases Sold

1,000 0 0 0 2,000 0 0 0 3,000 2,000 115,000 0 3,000 5,500 316,250 51,500 3,000 9,500 546,250 221,625 3,000 12,000 691,250 431,250 3,000 13,250 765,000 618,750 3,000 14,000 810,000 728,125

Financial numbers are gross of management fees, performance incentive fees, preferred returns and profit distributions Comprehensive Financial Models detailing the information above are available upon request

3,000 14,250 825,000 787,500 3,000 14,250 825,000 817,500 3,000 14,250 825,000 825,000 Spring 2008 Private & Confidential 5 VWCM, LLC

Vineyard Development Component

Vineyard Development Component

Key Statistics

Year Key Statistics

Incremental Acres Planted Total Acres Planted Tons Harvested Vineyard Employees Non-Vineyard Employees Total Employees Average Revenue per Ton Cost per Ton Harvested

Operating Summary Grape Sales

Grape Revenue COGS Gross Profit Grape Sales Vineyard Opex G&A Opex Total Operating Expenses Other Income Other Expense Net Other Income EBITDA Capex

Capitalization Summary

Net Equity Financing

1

1000 1000 0

2

1000 2000 0

3

2000

4

5500

5

9500

6

12000

7

13250

8

14000

9

14250

10 11

1000 3000 3000 3000 3000 3000 3000 3000 3000 3000 14250 14250 $ $ 85 4 89 85 4 89 85 4 89 $ 1,925.00

$ 1,990.00

$ 2,089.50

$ 2,193.98

$ 2,303.67

$ 2,418.86

$ 2,539.80

$ 2,666.79

$ 2,800.13

$ 2,940.14

$ $1,619.18

60 4 64 $875.69

55 4 59 $694.06

55 4 59 $570.40

55 4 59 $536.30

55 4 59 $526.97

55 4 59 $537.54

55 4 59 $558.14

55 4 59 $579.56

$ $ $ $ 0 $ $ 0 $3,980,000 $1,793,421 $2,186,579 $11,492,250 $3,315,923 $8,176,327 $20,842,763 $5,035,629 $15,807,134 $27,522,534 $5,227,054 $22,295,481 $31,730,791 $5,426,136 $26,304,655 $35,021,166 $5,633,181 $29,387,985 $37,368,567 $5,848,509 $31,520,058 $39,236,995 $6,072,449 $33,164,546 $41,198,845 $6,305,347 $34,893,498 CIP $1,340,203 $1,340,203 CIP $1,391,579 $1,391,579 $1,793,421 $1,444,943 $3,238,364 $3,315,923 $1,500,372 $4,816,295 $ 6,150,000.00

$ 3,200,000.00

$ 2,950,000.00

$ 6,150,000.00

$ 3,200,000.00

$ 2,950,000.00

$ 5,400,000.00

$ 3,200,000.00

$ 2,200,000.00

$ $ $ $5,035,629 $1,557,948 $6,593,577 $5,227,054 $1,617,754 $6,844,808 $ $ $ $ $ $ $5,426,136 $1,679,877 $7,106,013 $5,633,181 $1,744,407 $7,377,588 $5,848,509 $1,811,438 $7,659,946 $6,072,449 $1,881,068 $7,953,517 $6,305,347 $1,953,398 $8,258,745 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $1,609,798 $39,247,425 $1,558,421 $41,785,425 $2,941,636 $6,675,955 $14,249,186 $20,677,726 $24,624,778 $27,643,578 $29,708,620 $31,283,478 $32,940,100 $39,834,945 $5,216,175 $500,000 $500,000 $500,000 $500,000 $500,000 $500,000 $500,000 $50,000,000 $40,000,000 $40,000,000 $0 $0 $0 $0 $0 $0 $0 $0 Spring 2008 Private & Confidential 6 VWCM, LLC

Winery & Production Component

Winery and Production Component

Key Statistics

Year

Tons Purchased Cases Produced Cases Sold Employees Average Revenue per Case Average Cost Per Case

Operating Summary

Wine Revenue Other Revenue COGS Gross Profit G&A Opex EBITDA Capex

Capitalization Summary

Net Equity Financing

2

0 0 0 3

3

2000 115,000 0 8

4

5500 316,250 51,500 12

5

9500 546,250 221,625 12

6

12000 691,250 431,250 12

7

13250 765,000 618,750 12

8

14000 810,000 728,125 12

9

14250 825,000 787,500 12

10

14250 825,000 817,500 12

11

14250 825,000 825,000 12 $ $ $ 160.78

$ 163.25

$ 162.78

$ 163.20

$ 164.02

$ 164.91

$ 165.47

$ 165.60

$ 73.45

$ 64.73

$ 68.11

$ 68.29

$ 66.81

$ 64.98

$ 64.52

$ 63.97

$0.00

$0.00

$0.00

$785,500.00

$0.00

$8,280,000.00

$36,180,000.00

$70,200,000.00

$100,980,000.00

$119,430,000.00

$129,870,000.00

$135,270,000.00

$136,620,000.00

$0.00

$0.00

$809,065.00

$3,782,610.34

$4,497,389.66

$833,336.95

$14,345,552.38

$21,834,447.62

$858,337.06

$29,373,251.08

$40,826,748.92

$884,087.17

$42,253,316.12

$58,726,683.88

$910,609.79

$48,649,526.94

$70,780,473.06

$937,928.08

$51,171,784.05

$78,698,215.95

$966,065.92

$52,743,937.13

$82,526,062.87

$995,047.90

$52,776,900.78

$83,843,099.22

$1,024,899.34

($785,500.00) ($809,065.00) $3,664,052.71

$20,976,110.56

$39,942,661.75

$57,816,074.10

$69,842,544.98

$77,732,150.03

$81,531,014.97

$82,818,199.89

$ 17,164,000.00

$ 8,495,000.00

$ 8,572,500.00

$ 15,847,500.00

$ 12,681,500.00

$ 11,471,000.00

$ 10,666,500.00

$ 9,910,500.00

$ 9,670,000.00

$ 9,752,500.00

$20,000,000.00 $23,000,000.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

Spring 2008 Private & Confidential 7 VWCM, LLC

Distribution & Branding Component

Distribution & Branding Component

Key Statistics Cases Sold Total Employees Average Revenue per Case

Operating Summary

Wine Revenue Other Revenue COGS Gross Profit Total Operating Expenses EBITDA Capex

Capitalization Summary

Net Equity Financing

2 3 4 5 6 7 8 9 10 11

0 8 0 22 51,500 60 $222.78

221,625 60 $226.54

431,250 60 $225.83

618,750 60 $226.46

728,125 60 $227.72

787,500 60 $229.07

817,500 60 $229.91

825,000 60 $230.11

$0 $0 $0 $695,139 $0 $0 $0 $1,821,890 $11,473,200 $8,280,000 $3,193,200 $5,532,130 $50,206,500 $36,180,000 $14,026,500 $5,727,632 $97,389,000 $140,124,600 $165,806,100 $180,392,400 $187,952,400 $189,842,400 $70,200,000 $27,189,000 $100,980,000 $39,144,600 $119,430,000 $46,376,100 $129,870,000 $50,522,400 $135,270,000 $52,682,400 $136,620,000 $53,222,400 $5,930,246 $6,140,239 $6,357,887 $6,583,478 $6,817,310 $7,059,694 ($695,139) ($1,821,890) ($2,338,930) $8,298,868 $21,258,754 $33,004,361 $40,018,213 $43,938,922 $45,865,090 $46,162,706 $648,796.40

$2,302,884.47

$2,135,082.54

$1,967,280.60

$1,799,478.67

$1,631,676.74

$1,463,874.80

$1,296,072.87

$1,128,270.94

$960,469.00

$5,000,000.00

$7,000,000.00

Spring 2008 Private & Confidential 8 VWCM, LLC