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Global Cannabis venture, a content management marketing company and Washington State Cannabis Investment. Current portfolio of Brands

Our brands are recognized and trusted in cannabis, backed by an organically built community of three million loyal followers. With a focus on digital content marketing and a mobile app where the cannabis community can interact safely, we are positioning ourselves to continue growing our user base. As demand for our brand continues, we are expanding into more retail locations nationwide by licensing our packaging to growers who meet the high standards we have for our products. We aim to be well-positioned in all ways to capitalize on the continued growth of the cannabis market in the US and abroad with our cultivation operations, trusted brand, content marketing capabilities, and the demand for our packaging.

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Disclaimer The information in this document is highly sensitive and confidential and is to be used by authorized parties for the purpose of determine a preliminary indication of interest in U*Brella Holdings (“the company�). The recipent of the Business Plan agrees by its receipt not to reproduce, duplicate, or reveal, in whole or in part, information presented herein without the written permission of the Company. The information contained in the Business Plan was provide by the Company and other sources. It has been reviewed, approved, and released by the Company, who assumes responsibilities for its contents. Estimates and projections contained herein have been prepared by the management of the Company, involve significant elements of subjective judgements and analysis, are based on certain assumptions. Actual results may vary from estimates and projection and these variations may be material. No representation or warranty, expressed or implied, is made as to the accuracy or completeness of the information contained in the overview, and nothing contained herein is, or shall be relied upon as, as promise representation, whether as to the past o the future. The Business Plan does not purport to contain all of the information that may be required to fully evaluate the Company for potential business relationship, and any recipients therefor should conduct its own independent analysis and due diligence process. This presentation is for information purposes only and does not constitute an offer to sell or solicitation of an offer to buy and security For additional information, contact: Jeremy Jacola 2 U*Brella Confidential


U*Brella Holdings 1121 Visa Place, Edmonds WA 98020 425-894-0864 Jeremy@ubrellaholdings.com

At a Glance

Break out of business lines and the synergies of the brands. FourDub Farms Cannabis cultivation in WA state. Successful growth model which premoney has a market valuation of 18 million today (3x multiplier on earnings 2018 crop) Production of cannabis, concentrates with strong branding and highest price point in the WA market for Sun Grown cannabis. Why invest today- the market is consolidating in Washington the largest producers are capitalizing through strong branding, operational efficiencies and strong partnerships. 3 U*Brella Confidential


Post money FourDub Farms has the ability with a 3x multiplier earnings after EBITA of 108 Million (see Performa)

Dabstars  Social media influencer with just under 3 million organic followers across social media platforms  Dabstars popularity has allowed for FourDub to launch a highly anticipated brand of concentrates in WA state. We have taken this model and franchised the offering to selective partners in other states with legal cannabis. We are selling marketing packages which include Dabstars packaging, social media engagements and in person vendor days. Our franchise package is a 500% mark up over costs.  We currently have one Dabstars franchised store in Portland OR. Revenue is 10% of monthly profits for all store sales.  2017 Dabstars earned $130,000 in revenue from social media influencing in WA state. Stores pay $2500-$5000 monthly for 4 marketing mentions across the Dabstars social media platforms. This can be expanded globally.  Post money we intend to convert Dabstars followers to our social media and content marketing platform. Our team has a back ground in content marketing and sold Reviews.com and Simpledollar.com for 70 million. Estimated valuation 3X mark up over EBITA 330 million on projections. The combination of FourDub Farms and Dabstars gives us the ability to produce quality products in WA state at high profit margins and secure our spot as one of the top brands in the state and across the nation. Franchising the brand across all other legal states will ultimately position us as recognized brand across the US and abroad for when federal legalization takes place. FourDub’s brands will be recognized across the US and we are allowing our franchise partners 4 U*Brella Confidential


limited 12-month contracts. Our content marketing and lifestyle approach allows U*Brella Holdings to maximize revenue streams securing our investments in the event US legalization of Cannabis goes backwards while still protecting our brands.

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Table of contents Executive Summary 8

page

About Dabstars

page 10

The Ask

page 10

Dabstars Monetization Strategy 11

page

Concentrates Case Study

page

States with Legal Cannabis

page

Content Marketing and Social Engagement

page

Peer to Peer Review

page

13 14 15 16 Trends to Watch (Cannabis Marketing) 17

page

Dabstars Market Valuation 19

page

Competitors 19

page

Dabstars Capital Cost Summary 21

page

Dabstars Income Statement 3 years 22

page

FourDub Cannabis Introduction 23

page

Project Summary

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page 25


Industry Overview 26

page

The Solution 28

page

Target Market

page 30

Competitors 31

page

Marketing Strategy 32

page

Build out Details

page 34

Capital Costs Summary 37

page

FourDub Farms Income Statement 3 Years 38

page

SWAT

page 39

Management Bios 40

page

WA Legal Overview 44

page

Current WA economics

page 45

Appendix Elevator Pitch Site plan *Exhibit A 13

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page 1 page


1. Executive Summary 1.1 The ask U*Brella Holdings is seeking an investment to expand two of our current lines of business. Dabstars LLC and FourDub LLC. These are two current profitable revenue generating assets which are managed individually but have overlap in branding efforts. The FourDub grow expansion will minimize the risk on the application development side of our overall project since we are currently generating revenue and have a 6-million-dollar crop harvesting in 2018. 1.2 FourDub Farms FourDub, LLC which is seeking funding in order to build a second tier 3 I502 license. We will create a state of the art, turnkey agricultural indoor grow facility and extraction lab for legal cannabis operation in WA state where Initiative-502 has legalized recreational cannabis. We are seeking a 12-million-dollar capital investment. 12 million for the FourDub LLC expansion build out

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2 Market background North American marijuana sales grew by an unprecedented 30% in 2016 to $6.7 billion as the legal market expands in the U.S. and Canada, according to a new report by Arcview Market Research. North American sales are projected to top $20.2 billion by 2021 assuming a compound annual growth rate of 25%. The report includes Canada for the first time as it moves towards implementing legal adult use marijuana. To put this in perspective, this industry growth is larger and faster than even the dot-com era. During that time, GDP grew at a blistering pace of 22%. Thirty percent is an astounding number especially when you consider that the industry is in early stages.

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The Ask FourDub LLC is seeking $12 million to fund the full development (tenant improvements) and 1-year operating costs.    

Purchase of Yakima warehouse 3.5 million (asking price) Purchase of net new tier 3 license or relocation of current license Site development Tenant improvement — design specific to ensure clean, consistent high-yield crop production  Extraction lab  12-month lease offset to ensure operations can get up and running to black The combination of the above ensures our tenancy is the lowest cost production facility in Washington State. 10.1 Our History The FourDub management team has currently been licensed to grow a tier 3 license in Prosser WA (outdoor grow) as a Producer Since 2015. FourDub Farms added a Processor license February 2016. This is a boot strapped operation beginning with 220k of self-funded investment which has been profitable for 3 years with growth from 10,000 sq. ft. original plant canopy to today 30,000 sq. ft. canopy. FourDub is currently in the top quarter of producer processors in the state. FourDub is seeking a second license for an indoor grow that will allow for multiple crops per year. Under our current license we produced for 2017 a $1.4-million-dollar crop. (Expansions and permitting by the state was delayed effecting the 2017 yield) In 2018 the original site license will yield a $6 million-dollar crop under one license for 2018.) FourDub 10 U*Brella Confidential


Farms has built a successful brand in the WA markets under our Kola Bear logo. We have key partnerships with the top extractionist in the state. In-housing this process increases profit by 50%. We have also been picked up by the largest retailer by revenue moving into 2018. By adding a second license

and growing indoor

it

is

shown

producer/processors receive a higher per unit price at the retail market as well as allow for multiple crops annually. A 30,000-sq. ft. canopy producing 2-2.5 million monthly in product. If the facility is outfitted with extraction capabilities this revenue number can double. The Facilities FourDub Farms is looking to expand into will provide the most consistent output - ensuring not only crop success, but also financial success.

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11 Project Summary  $12 Million land purchase, construction and equipment installation  89,000 sq. ft. existing shell of building with 7+ acres  30,000 sq. ft. of cannabis canopy, extraction facility and offices  Generating 30,000 pounds of Cannabis per year (two locations)  At a low of $1203.10 per pound (expected to go up 2019)  Generating more than $ 30 million per year in site revenues  Generating $25 million in annual profit

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12 Industry Overview Initiative I-502, passed in November of 2012, creating a historic investment opportunity. Large changes create large opportunities — prohibition in the 30’s; computers in the 80’s; the Internet in the 90’s all created massive value for investors and dynasties for those who survived. Our business plan is fully compliant with I-502 regulations as this is our second license and we have been considered a gold star company when dealing with the state and local officials. Legalization of cannabis in the medicinal market is sweeping the country with 29 states and counting. Washington State is one of seven states that have outright legalized recreational cannabis. This happened due to the evolution of public opinion where the initiative was supported by nearly 70% of voters. Prohibition is over. We are on the ground floor of an emerging consumer market that has unprecedented potential. Cannabis is poised to quickly become one of Washington State's top 10 agricultural products and a significant source of state income tax revenue. A parallel can be drawn to the proliferation of wine varietals, vintages, spirits (vodka ‘types’), whisky, craft beers, and more — specializations of craftsmanship. Cannabis is not a generic crop. In fact, cannabis has more genetic variation (and therefore end-uses) then all the product usages mentioned above, combined. This industry is heavily regulated and taxed. This is also a very cash heavy business, with little outstanding receivables. Current draft rules do not stipulate a limit on the number of producer licenses to be granted only the total statewide square footage allowed for production 13 U*Brella Confidential


— 12.3 million sq. ft. Over the past 10 years in the Medical Cannabis industry we have seen demand outpace supply at an alarming rate. Competition between producers under I-502 has presented a significant business challenge as there has been more producers than retailers. Strong branding, building relationships, leveraging technology and quality products are what keep FourDub on the path to success while many in the industry are failing.

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13 The Solution Our solution is creating an integrated agricultural industrial farm in Washington State that provides infrastructure that is designed and developed for successful growing and processing of extract materials. ďƒ˜ The facility

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 Build-out and tenant improvements; Equipment; and supporting services, (i.e., security, compliance, technology, etc.)  Business Advisory — ensuring all aspects of operations (i.e., branding, distribution, etc.), are effective. Not just successful harvests, but a successful business. Through FourDub’s integrated solution, our team are not providing just the “picks and shovels,” but also the guidance and infrastructure to ensure consistent low-cost production (regardless of premium of the brand / strain of plant) — meaning our farm will always be a leading profit center setting the highest standards of compliance and output to the Washington State cannabis market.

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14 Target Market Washington State has legalized recreational cannabis, the current market figures for 2017 are $1,371,795,851.39 in sales with $314,839,660.53 in excise tax. Washington state is approving over 200 more retail store applications. There is a current maximum of 12.3-million sq. ft. of grow licensed by the State of Washington. Legal Cannabis is a $2 Billion industry, which is rapidly expanding to replace the $50+ Billion existing illegal market; implying a 30x market growth opportunity. Millennials are one of the major increases in the growth of extracts and a target focus for our soil to oil philosophy with our originally Tier 3 providing the material.

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15 Competitors Local politics and geographic requirements have created limited space available for state licensed cannabis production and processing facilities. There are currently 990 active issued producer/processor licenses with approximately 90 of those being Tier 3 licenses. FourDub LLC is in the top 25% percentile for WA sales.

While competition and over supply has driven the unit cost down in Washington state. Among high quality producers/processors there is some coopetition within the industry. The market leaders in WA today is Grow OP Farms and NW Cannabis solutions. Both are indoor grows, highly automated and tier 3 licenses. The top attributes to this success are 1. Indoor (multiple crops) 2. Marketing 3. Consistency 4. Variety of products (edibles and extracts) 5. Purchasing products from smaller distressed farms. Example Grow Ops Sales Leading PP in WA.

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16 Marketing Strategy FourDub today carries premium strands and our quality and name has grown in popularity. Our core brand is Kola Bear.

We do have other brands we have used for limited runs and discount products. We are launching Dabstars branded concentrates in March 2018. We have preorders and demand pent up to get this product to the top revenue generating stores with commitments up to 50k per store for this unique product line. Dabstars is one the unique voices in cannabis with approx. 2.5 million followers across social media.

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We have positioned ourselves to be the “Grey Goose� of Sun Grown marijuana and are commanding some of the highest price per unit for Sun Grown Marijuana in the state. Our Average sale price per gram is $2.00 to $2.65 per gram. The average price per gram of other sun grown producer/processors has been .50 to.75 cents per gram. Top quality indoor averages between $3-5 per gram. FourDub heavily relies on our social media pages, field sales, vendor days (events) and industry networking with influencers to gain customers through retailers and direct to the consumer via our branding efforts.

Jedidiah Haney shared Paulie Rossner's post. (Cannabis influencer and activist) 13 hrs ¡ #yakima homies! Check this out!!! This post is the reason I helped repeal the ban in Yakima. I personally know that Fourdub grows the #dankest herb because I have tried it and now you too can taste the full flavor of his sunkissed bud. Paulie grows his cannabis just south of Yakima in Benton County and the farm is nestled in next to the Yakima River. The farm is sheltered by the Horse Heaven Hills, which creates a microclimate that allows them to grow full-term cannabis into late November. So, go get yourself some of their fine Kola Bear brand #sungrown cannabis and score yourself a #resist sticker as a bonus! FourDub has a distribution channel of over 50 retail stores in Washington state and growing. We are a vendor in the largest by revenue dollar store in Washington (Green2Go) We are negotiating an 6 week exclusive with Have a Heart which has 7 stores in Washington. The deal will include carrying Dabstar branded cannabis products in their CA and HI stores when they are opened.

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17 Build out details 89,000 Sq. Ft producer/processing facility with a 30,000 sq. ft. cannabis plant canopy. 30 individual grow rooms at 2,000 sq. ft. each will be built out and produce 5-6 harvests per year averaging 3lb per light at approximately 1200 lights. Providing a total of 21,600lb per year at $25,986,960 million dollars of usable flower (based off price per unit at $2.65). FourDub will build out a state of the art extraction facility in addition to the grow facility to in-house our extraction capabilities. Extractions are increasing in market share overall and by bringing extraction in house it allows for deeper market penetration and increased revenue on materials that would not be sold into high end flower market.

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Electrical rate for the city of Yakima for industrial usage is 6.42 cents per KWH. This $1.72 per unit with waste water (run off) costing $2.72 per 750 gallons. There two wells on the property so water use may have a 0 cost annually.

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What Is Going to Be Built? 60,000 sq. ft. grow facility 3000 sq. ft. extraction lab 2500 sq. ft. office space 8000 sq. ft. drying and curing space 5000 sq ft. CBD lab

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Income Statement Years 1-3 Prepared By:

Company Name:

Jeremy Jacola

U*Brella Holdings

Revenue

First Year

Indoor Cannabis flower Cannabis Concentrates Sun Grown Cannabis flower N/A N/A N/A Total Revenue Cost of Goods Sold

$

Indoor Cannabis flower Cannabis Concentrates Sun Grown Cannabis flower N/A N/A N/A Total Cost of Goods Sold Gross Margin Payroll Operating Expenses

Second Year 1,575,000 10,476,648 1,300,000 13,351,648 364,500 680,982 325,000 1,370,482 11,981,166 5,573,816

Advertising Car and Truck Expenses Commissions and Fees Contract Labor (Not included in payroll) Insurance (other than health) Legal and Professional Services Licenses Office Expense Rent or Lease -- Vehicles, Machinery, Equipment Rent or Lease -- Other Business Property Repairs and Maintenance Supplies Travel, Meals and Entertainment Utilities Miscellaneous Other Expense 1 Other Expense 2

100%

$

Third Year

13,212,500 26,191,620 3,250,000 42,654,120 3,057,750 1,702,455 812,500 5,572,705 37,081,415 11,372,851

10% 90%

150,000 150,000 748,800 27,504 20,004 300,000 60,000 60,000 10,000 75,000 30,000 438,000 225,000

100% $

23,056,250 45,835,335 5,687,500 74,579,085 5,335,875 2,979,297 1,421,875 9,737,047 64,842,038 14,498,537

13% 87%

154,500 154,500 771,264 28,329 20,604 315,000 61,800 61,800 10,500 77,250 30,900 451,140 231,750

100%

13% 87%

159,135 159,135 794,402 29,179 21,222 330,750 63,654 63,654 11,025 79,568 31,827 464,674 238,703

Total Operating Expenses

$

2,294,308

17%

$

2,369,337

6%

$

2,446,927

3%

Income (Before Other Expenses)

$

4,113,042

31%

$

23,339,226

55%

$

47,896,574

64%

Other Expenses Amortized Start-up Expenses

1,668,000

1,668,000

1,668,000

423,526

423,526

423,526

Commercial Loan

-

-

-

Commercial Mortgage

-

-

-

Credit Card Debt

-

-

-

Vehicle Loans

-

-

-

Other Bank Debt

-

-

-

Line of Credit

-

-

-

Bad Debt Expense

-

-

Depreciation Interest

Total Other Expenses

$

2,091,526

Net Income Before Income Tax Income Tax Net Income/Loss

$ $ $

2,021,516 737,903 1,283,613

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16%

$

2,091,526

10%

$ $ $

21,247,701 4,583,140 16,664,561

5%

$

2,091,526

3%

39%

$ $ $

45,805,048 9,494,610 36,310,439

49%


18 SWOT Analysis 18.1 STRENGTHS • Industry Relationships – genetics / experience Operations – experienced management team, across the board from accounting, operations, agriculture, equipment and sales/marketing • Channel to sell goods already established • Distribution, IT & tracking software • Years of experience growing under i502 for a profit 18.2 Opportunities - We have a scalable and repeatable model that can quickly expand globally. Proven record of maintain higher than market value on products - Deeper Strategic alliances, partnerships Product development – processing oils and organics – industry leading Innovation with technology development, marketing and monetization strategies. Additionally, as the market matures we are establishing brands and vehicles to weather market fluctuations and increase market share through M&A activities of less prepared farms. 18.3 Weaknesses - Uncertain Federal landscape, Price of cannabis has been unstable in some states where legalization has occurred. State management has created an oversupply issue in Washington and Oregon. 18.4 Threats – Crop failures and pests, banking going backwards, turnover of employees due to average wages for the industry. $13.33 per hour is current hourly wage. We are above average offering $15.00 plus

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Chief Executive Officer

27 U*Brella Confidential


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Chief Operating Officer

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Chief of Client Development

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Chief of Brand

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Washington Law  Recreational Cannabis legislation passed in 2013  State liquor Control Board Overseeing Licensing and Implementation.  Types of Licensing: Producers, Processors, Retail Sales  Producers and Processors may not hold Retail licenses  Established strategic retail relationships  State will determine number of licenses issued and enforcement criteria.  All license holders must be WA state residents. (investment from out of state is acceptable with proper disclosure)

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Producers / Processors  State has limited production licensing to a total of 12,300,000 sq. ft.  Three tiers of production and processors licenses being issued based upon volume with largest being 10,000-30,000 sq. ft.  Three facility licenses per applicant is current law Current Economics  Estimated cost of production and processing per lb. is approximately $ 25.00 (outdoor) and $75.00 (indoor)  Wholesale rates are approximately $1200-$1500 per lb. 

Operating margins between 30-50%

 30,000 sq. ft. canopy of controlled production yields conservatively 6,000 lbs. of product annually for tier 3 outdoor once a year harvest. 21,000lb product annually for Tier 3 indoor crop.

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Elevator Pitch

FourDub Confidential


30,000 ft. • •

Dedicated management teams for both FourDub Farms expansion and Dabstars content marketing and application development team Wise investment- FourDub has invested over the life of the company cautiously to minimize risk and kept the company profitable from year one. FourDub has invested over 1 million the past 3 years to maximize our operational effectiveness to become one of the leading top revenue brands in Washington state and a respected brand in the cannabis community. Market share –FourDub Farms is currently in the 20th percentile for sales in the Washington Market at the highest price point for Sun Grown Cannabis in the state. Through licensing the Dabstar brand we are looking to capture 1% market share in the legal market in US and abroad over the next 12 months.

FourDub Confidential


FourDub Farms Market Valuation producing and processing Washington State Outdoor Tier 3 license

2016$387,129

2017$700,000

2018 $1,300,000

Expansion of Indoor and two outdoor Tier 3 Licenses $37,000,000 market valuation

FourDub Confidential

2019$6,000,000


Successful Growth • 2015 acquired tier 3 producer license 1 acre grow ½ season • 2016 added processor license • 2016 Launched Kola Bear • Nov 2016 First retail store High 5 • 2017 added 2.8 acres total approved expansion • 2018 Full 30,000 sq. ft. canopy planted • 2017 Launched extracts • 2018 acquired Dabstars • 2018 Partnering with Green2Go, Satori, Have a Heart and the Joint coming soon.

FourDub Confidential


Indoor Grow and processing facility New facility will produce revenues upon licensing and build completion- Material from first farm and sourced third party material will be moved over to concentrates lab for instant revenue stream. Within one quarter of build completion farm will be producing usable marijuana Create over 200 jobs in the Yakima area ramped up over 6 to 12 months

FourDub Confidential


ROI 80 million total valuation based off 3X multiplier 12 million investment 12 million towards equity at 15% equity

FourDub Confidential


Management team CEO- J eremy J acola COO- Daniel Rossner CBO- J onah Sanford CCD- Paul Rossner

FourDub Confidential


Advisors and Partners Mike J elinek Co-Founder Reviews.com and Soda (content marketing) https://www.linkedin.com/pub/mike-jelinek/1b/27a/249 J ason Thane CEO - https://www.linkedin.com/pub/jason-thane/2/48/a31 Duong Cun CEO- Duotec HVAC Kelly Gaddis- Commercial Broker Metropolist https://www.linkedin.com/in/kelly-gaddis-381a8335

FourDub Confidential


EXHIBIT A PROJECT SITE PLAN1

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FourDub Confidential


FourDub Confidential

U*brella expansion 2018v1  

3-14-2018

U*brella expansion 2018v1  

3-14-2018

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