BUSINESS FOR SALE with a 10-years lease - OUI BISTROT OFFER MEMORANDUM TURNKEY FRENCH BISTROT CAFÉ - MIAMI, FLORIDA EXECUTIVE SUMMARY This Memorandum presents the opportunity to acquire a brand-new, fully built, turnkey French Bistrot Café located in Miami, Florida. Opened only two months ago, the restaurant is being sold due to personal reasons unrelated to business performance. The Owner invested approximately $1,300,000 into the complete build-out, equipment, design, branding, and operational setup. The Buyer will acquire a fully operational, high-end restaurant with an optimized operational model requiring no chef and benefiting from 35% cost of goods thanks to a centralized production kitchen. Additionally, the concept has been fully structured for future master franchising, with operational manual, branding assets, training, and an FDD draft already prepared. Key money is negotiable, and a payment plan can be arranged. 1. INVESTMENT HIGHLIGHTS • $1.3M premium build-out included • New grease trap, HVAC, kitchen, FF&E • High-end décor and branding • Central kitchen supply • Consistent quality, reduced labor • No chef required; only assemblers/preparers • Franchise-ready concept • Kiosk model ready 2. CONCEPT OVERVIEW • Authentic French Bistrot menu Wines & Beers license • Fresh pastries delivered daily • Specialty coffee and beverages • Standardized recipes and SOPs 3. OPERATIONAL ADVANTAGES • No chef required • Reduced BOH labor • Guaranteed 35% cost on food, dry goods, and prep. • Strong margins and consistency • Manager-friendly operations 4. FRANCHISE POTENTIAL • Operations manual included • Training program provided • Branding package and menu replicable • FDD draft prepared • Kiosk concept ready for rollout 5. KIOSK CONCEPT • Small footprint, lower CAPEX • Ideal for malls, airports, hotels • Supplied by central kitchen • Fast replication potential 6. ASSETS INCLUDED • Full FF&E • All kitchen equipment (new) • Branding & marketing assets • Menu + SOPs + recipes • Training + franchise package 7. GROWTH OPPORTUNITIES • Multi-unit expansion • Franchise territories • Catering & wholesale • Digital ordering & delivery8 8. REASON FOR SALE • The current operating partner needs to relocate to Chicago. • The principal owner wishes to refocus on B2B activities. • These reasons are strictly personal and not related to the business’s operations or performance. 9. TRANSACTION DETAILS • Type: Asset Sale • Included: Full FF&E, equipment, branding, SOPs, franchise-ready documents • Asking Price: To be discussed and negotiable • Training: Provided by current ownership • Transition Period: Negotiable 10. LOCATION & OPENING BACKGROUND • After 22 months of construction and multiple permits from City of Miami and Miami-Dade County, OUI BISTROT opened on September 1st, 2025. • Address: 5700 Biscayne Blvd, Suite 109, Miami, FL 33137 • Located at The Boulevard, MiMo’s newest mixed-use residential enclave • 284 residential units (approx. 500 people) in building + opposite Morningside Gated village (1,500 people) • Easily accessible via Biscayne Blvd, NE 4th Ct, I-195, I-95 • Minutes to Miami Design District, Wynwood, Midtown, Magic City Innovation District, Miami Beach 11. DESIGN & OPERATIONAL MODEL • Daily deliveries from GK2090 Production Center: menu items, pastries, baked goods, dry goods. Option to change or redesign the menu • Eliminates need for chefs; only assemblers/preparers • Minimal storage needed; optimize customer space • Manager-friendly; non-chef management possible • Guaranteed food and labor costs for clear operational visibility 12. BUSINESS & OPERATIONAL HIGHLIGHTS $1.3M build-out completed after 22 months of construction and permitting Opened September 1, 2025 Prime location: 5700 Biscayne Blvd, Suite 109 – The Boulevard, MiMo Dense immediate population: 284 units (~500 residents) + Morningside (~1,500 residents) High visibility: 75,000+ DTC, easy highway access Turnkey operational model; no chef required Daily deliveries from GK2090 (MENU) Guaranteed cost structure: The Seller guarantees that the cost of goods sold, including dry goods and preparations, shall not exceed thirty-five percent (35%) of total sales. This guarantee shall be binding upon execution of an Agreement by the parties. Minimal storage; customer-focused space Manager-friendly operations Franchise-ready; kiosk format and FDD draft ready Strong community traction: 250 members in 2 months Digital presence: www.ouibistrot.com, Instagram @oui.bistrot (15.1k followers) 13. LEASE STRUCTURE & KEY FIGURES • Trademark “OUI BISTROT” registered in Florida (transfer from NBVD LLC to POLOSHORES LLC) - The proposed sale includes the company and the operation of the bistro. • Lease term: 10 years (Oct 2024 – Sept 2034) • Landlord: PANCO Management • Monthly Rent: $7,791.67 + CAM $1,907 = $9,698.67 total • Size: 1,650 SF interior (42 seats) + Private terrace (24 seats) • Neighborhood: The Boulevard (500 people) + Morningside (1,500 people) - Community: 250 members, full customer data 14. EQUIPMENT, SYSTEMS & LICENSING • ADT Alarm & Video Monitoring (8 cameras + control panel) • Audio-video: 2 screens + SONOS system + microphone - POS CLOVER + YOURMENU + UberEats & DoorDash • Active licenses: Restaurant CU/CO, Seating, 2COP, Terrace, Grease Trap, Hood - Kitchen Equipment: new with warranties (hood, gas 6 burners, speed oven, microwave, salad bar, fridge, freezer, wine cellar, pastry display) • Coffee Equipment: PRIME LINE partnership (supply + maintenance in exchange for coffee/tea purchases) • GK2090 Central Kitchen Partnership • Daily deliveries: baked goods, pastries, menu items, cleaning products, dry goods • Fixed monthly billing: 30% COGS + 5% labor • Catering: OUI BISTROT retains 25% of revenue, GK2090 retains 75% • Allows OUI BISTROT to operate with only assemblers/preparers, reducing payroll