Merwin Hulbert & Co.

Memorandum
TO: Customers of Merwin Hulbert with deposits Prospective customers of Merwin Hulbert Other interested parties William J. Martin, President and COO Sharps Rifle Company, Inc. (owner of Merwin Hulbert & Co.) Status of activities related to Merwin Hulbert & Co. and probable availability of Merwin Hulbert Revolvers Wednesday, March 28, 2012

FROM: SUBJECT: DATE:

All concerned parties; As some of you may have read our March 15th 2012 Memorandum, this communication specifically addresses the status of Merwin Hulbert & Co (hereafter, Merwin or the Company) and the expectations of many that either have deposits on file with the Company or are looking for information related to purchasing a Merwin Hulbert Revolver in the future but are unsure about availability. The essence of that Memorandum as it applies to Merwin is summarized as follows; In August of 2011, faced with the pending insolvency of Sharps Rifle Company, LLC, Merwin, Hulbert & Co., and a number of other related entities, Michael Blank, the CEO engaged the Advisory Services of Kevin Tierney and William Martin. Following an exhaustive six months of analysis of the businesses of Merwin and the related entities it was determined that the businesses were insolvent and no longer viable. On February 15, 2012, Michael Blank conveyed any and all equipment as well as all intangible assets belonging to Merwin, Hulbert & Co. LLC and Sharps Rifle Company, LLC to Sharps Rifle Company, Inc. a Wyoming corporation formed by Kevin Tierney and William Martin. As of February 2012, Mr. Tierney and Mr. Martin have formed Sharps Capital Group, LP. a Wyoming limited partnership, the general partner of which is TM Advisors, LLC , a Wyoming limited liability company. Sharps Capital Group, LP has retained Michael Blank, the former CEO of Sharps Rifle Company, LLC, through the new Sharps Rifle Company, Inc. to serve as its Chief Armorer and Director of Strategic Development upon the successful completion of its Phase I funding plan.

By combining a number of small cap companies into a single portfolio under an iconic brand, Sharps Rifle Company, Inc. the Sharps Capital Group will create a unique blend of traditional and modern brands and products to the international firearms industry. The NEW Sharps Rifle Company, Inc. is the revitalization of an American icon with great promise. The Company is re-establishing its 150 year old name with great verve for its product quality and the entrepreneurial spirit that it once stood for during the American Civil War. Merwin Hulbert & Co is a key part of that history. With an aggressive philosophy for quality, integrity and sustainability, Sharps Capitals initiative endeavors to make a responsible impact by bridging old economy craftsmanship and new economy market practices, it intends to become a Standard bearer for Classic American Craftsmanship. A new moniker reads, Everything Sharps is made in America Merwin Hulbert going forward: 1. Merwin Hulbert & Co lives. Merwin is a wholly owned brand and trademark of Sharps Rifle Company, Inc. 2. Merwin is a brand that is a wholly integrated part of a lager business plan for the Sharps Rifle Company, Inc. and is positioned to fulfill a long standing dream to re-launch the iconic revolver models of the original company of the late 1800s over the next three to five years. A considerable body of work has gone into a launch plan that is unfolding now and will go into full swing when funding is completed for PHASE I.

3. It is specifically planned, budgeted and in the process of being executed that Merwin will begin making the New Merwin Hulbert Pocket Army Revolver as soon as funding is complete. The first production prototype parts are being made now and finished production prototypes are soon to be scheduled for testing at an independent ballistics laboratory. Certain members of the Gun Writers community are also scheduled to receive these production prototypes for their own testing. 4. The first production model of the New Merwin Hulbert Revolver will be available in 45 long Colt only with 3.5, 5.5 and 7 inch barrels. Special presentation boxes, made in Vermont, will also be available for single, double and or singles with all three barrel lengths enclosed. An array of grips finishes and engraving will also be available and be represented on a newly configured web site in the near future. Following the initial launch it is likely that the New Pocket Army will also be made available in caliber 44-40. 5. By way of this writing it should be understood that if you deposited monies with the, now defunct, old Merwin Company for a Merwin Hulbert Revolver at the original then advertised price, your order will be honored. Merwin will not be able to deliver any configuration or caliber other than the barrel lengths or caliber mentioned in number 3 above. The new Company has what it believes to be a complete set of records of orders and deposits taken. If anyone has made a deposit that the new Company does not have a record

of the new Company reserves the right to deny the claim unless a receipt of deposit can be produced. 6. Merwin will not return deposits made to the old Company. 7. Merwin is proud to have established manufacturing partnerships with several companies that have longstanding industry credentials. 8. It is a goal that new orders will be taken and fulfilled with in a turnaround time of approximately 60 days. It is too early to know what demand and supply issues will play into achieving that goal. 9. All final production quality control, testing and order fulfillment will be conducted from our center in Glenrock, Wyoming. 10. A Merwin service center has been established and is to be headed by Mr. Robert Brancato of Palm Bay, Florida. The Merwin Service number will be published on the new (under construction) Merwin web site. Mr. Brancato is a serious Merwin Hubert aficionado, historian, collector and restorer. We are very pleased that he has joined the Merwin initiative and we remain grateful to him for generously sharing his knowledge and time to help build a developing service department for the Merwin products that are soon to be released. We are certain that he will competently and enthusiastically render honest and straight forward support. 11. The first production guns will be shipped to those that made deposits in the order that they were taken. New orders will be taken as soon as production begins and an announcement to that effect will be posted to the soon-to-be re-launched web site. Pricing for new orders will also be posted at that time and it should be understood that the new pricing will not resemble the old. 12. The new Merwin Hulbert Revolver will be a fine example of the gun makers craft as well as a robust and dependable weapon. I am proud to be associated with the launch of the New Merwin Hulbert Revolver. I hope this memorandum has been informative and helpful to everyone. All of us at Sharps look forward to exceeding your expectations. Sincerely, Bill Martin, President & COO Sharps Rifle Company, Inc