Big House Beverages LLC

3355 Lenox Road, Suite 750

Atlanta, GA 30326

Phantom Stock Agreement

AGREEMENT made and entered into as of the ___, day of _______, 2014, by and between Big House Beverages LLC, hereinafter called the Company, and __________________, hereinafter called the Investor.

WHEREAS, pursuant to the Long-term Incentive Plan, hereinafter called the Plan, the Company having determined that its interests will be advanced by providing an incentive to the Investor to increase the development of the Company and to ensure marketing stability, has awarded to the Investor a phantom stock award conditioned upon the execution by the Company and the Investor of a Phantom Stock Agreement.

THEREFORE, in consideration of the mutual promise(s) and covenant(s) contained herein, the parties hereby agree as follows:

SECTION ONE

GRANT
The Company hereby grants to the Investor phantom stock shares as a matter of separate agreement and not in lieu of any other compensation, an award covering __________ shares of phantom stock subject to the terms, conditions, and restrictions set forth in this Agreement.

SECTION TWO

PHANTOM STOCK VALUE
A phantom stock share is an unfunded bookkeeping unit, entitling the Investor to a payment of the appreciation in value of the phantom stock share. Each phantom stock shall have an initial value of $250.00 (USD) as of the Effective Date of this Agreement, and a value at any time thereafter equal to the increase in book value of stock over the three-year period.

SECTION THREE

WHEN EXERCISABLE
The Investor’s right to begin the receipt of payment in respect of phantom stock shares shall become active at the last day of the Performance Period, August 2, 2017.

SECTION FOUR

PAYMENT
The Company shall pay to each Investor, in respect of phantom stock shares awarded to the Participant by which the value of the Phantom Stock Shares on the last day of the Performance Period exceeds the value of the Phantom Stock Shares on the first day of the Performance Period (the spread). Payment shall be made over the course of 1 year with the first payment being made as soon after the end of the Performance Period as the amount of the payment can be practicably determined. Therefore, at the end of the third year the participants will receive 50% percent of their award with the remaining 50% being received at the end of the fourth year.

SECTION FIVE

DIVIDEND RIGHTS

Dividends shall be paid directly to the Investor at the end of the Performance Period.  In the event that the Company is terminated or ceases to exist, the Investor will receive no less than the initial stock value.

SECTION SIX

ADMINISTRATION
The company shall have full authority and discretion (subject only to the express provisions of the Phantom Stock Agreement) to decide all matters relating to the administration and interpretation of the Plan and this Agreement. All such Company determinations shall be final, conclusive, and binding upon the Company, the Investor, and any and all interested parties.

SECTION SEVEN

NONALIENATION
An Investor shall have no right to pledge, hypothecate, anticipate or in any way create a lien upon any amounts payable under this Plan, and no benefits payable hereunder shall be assignable in anticipation of payment either by voluntary or involuntary acts, or by operation of law.

SECTION EIGHT

NATURE OF PHANTOM STOCK
This Plan is solely an arrangement to pay compensation. All benefits due under this Plan are unfunded and unsecured and are payable out of the general assets of the Company. The Participant’s right to receive payments under this Plan shall be no greater than the right of an unsecured general creditor of Bank in the event of its insolvency.

SECTION NINE

AMENDMENT(S)
This Agreement shall be subject to the terms of the Plan as amended except that the phantom stock shares that are the subject of this Agreement may not in any way be restricted or limited by any Plan amendment or termination approved after the date of the award without the Investor’s written consent.

SECTION TEN

FORCE AND EFFECT
The various provisions of this Agreement are severable in their entirety. Any determination of invalidity or unenforceability of any one provision shall have no effect on the continuing force and effect of the remaining provisions.

SECTION ELEVEN

GOVERNING LAWS
This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Georgia.

IN WITNESS THEREOF, the parties have signed this Agreement as of the date hereof.

by: ______________________ (title) __________________________

Attest: ________________________
            Secretary

Attest: __________________________
            Investor