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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 recipient 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 and offer to sell or solicitation of an offer to buy and security For additional information, contact:

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

At a Glance

Business Plan Highlights Name Business Place of Business Business outlets Products Benefits

U*Brella Holdings (FourDub Farms, Dabstars, Haystack Caps) Cannabis, cultivation processing and sales , Branded franchising, Digital content marketing, Social network, CBD sales Washington State Washington state, US domestic, international Cannabis, concetrates, CBD capsules, franchising, content marketing, social network, merchandising, advertising 3 million organic followers across social media profitable since first year proven track record in content marketing highest price in washington state for cannabis sungrown products Brand recognition

Market Size

2017 Cannabis in Washington state $1,4 Billion 2017 Cannabis US $9 Billion Cannabis Globally outside the US $52 million Franchising considered at 1% market share US and abroad $ 1 million 2017 Content Marketing Globally $32 Billion 2017 CBD US $ 202 million 2020 CBD Global $ 2.1 Billion

Funds Required Revenue Projections

20 million 12 million equity stake 8 million preferred debt 12 months $ 11.2 million (6 months build out) 24 months $ 34 million Year 3 $113 million

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

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

Dabstars Ø Social media influencer with just under 3 million organic followers across social media platforms Ø 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. Ø We currently have one Dabstars franchised store in Portland OR. Revenue is 10% of monthly profits for all store sales. Ø 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. Ø 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 XXX Haystack Caps CBD has been legalized in more states medically than cannabis. CBD is a derivative from cannabis. CBD usually is given as a capsule or dissolved in liquid to be taken orally, under the tongue, or as a nasal spray. CBD does not produce the high that another cannabinoid -tetrahydrocannabinol (THC) -- does, experts say. In fact, CBD appears to have effects opposite of THC.

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Ø CBD is considered to be a medically preferred treatment for cancer patients and those with terminal diseases as a treatment for pain and dietary issues by many doctors. Ø CBD is becoming a lifestyle health product that is being offered by major retailers such as PCC, Wholefoods and many head and vape shops across the country. Ø FourDub has the equipment for producing CBD both nationwide and globally. We will allocate space in our new facility to continue to grow this b 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 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 About Dabstars The Ask Dabstars Monetization Strategy Concentrates Case Study States with Legal Cannabis Content Marketing and Social Engagement Peer to Peer Review Trends to Watch (Cannabis Marketing) Dabstars Market Valuation Competitors Dabstars Capital Cost Summary Dabstars Income Statement 3 years FourDub Cannabis Introduction Project Summary Industry Overview The Solution Target Market Competitors Marketing Strategy Build out Details

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Capital Costs Summary FourDub Farms Income Statement 3 Years SWAT Management Bios WA Legal Overview Current WA economics Appendix Elevator Pitch Site plan *Exhibit A

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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 Dabstars We are seeking to expand Dabstars LLC in three areas. 1. Franchised branding for nationwide distribution. 2. Content management application (interest network) 3. Promotions and events. 1.3 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 20-million-dollar capital investment. 12 million for the FourDub LLC expansion build out and 8 million for the expansion of our franchising efforts, content marketing application creation and hosting. In addition, phase 3 of our application will provide a social network for cannabis influencers and users.

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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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3 About Dabstars 3.1 A division of U*Brella Holdings is a nationwide cannabis marketing and content management group with a current overall following of 2,762,221 audience across all media platforms. (Break out below) We are seeking 8 million capital investment to grow our Dabstars brand globally and further monetization of the Dabstars brand. 4 The Ask Financing will be allocated to the following. (see Capital summary page for full details) 4.1 Application development- 1 phase 3 months, second phase 3 months third phase 4 months 4.2 Content development – in house resources and contracted cannabis content experts for application, social media, podcasts and events 4.3 IAAS hosting- architectural design and hosting. (Note projected costs is at full capacity of load with 40 million active users this cost will be very small in the beginning and the application built to maximize the efficiencies of the AWS platform to reduce annual costs.) 4.5 Franchise stores and packaging 4.6 Audience transition to the new platform 4.7 Marketing and promotions 4.8 Quality Assurance

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Social media detailed *All organic growth Ø Dabstar2.0 Instagram has 257 thousand followers with 257+ daily growth Ø Dabstar Facebook has 2,358,748 followers + 3,000 daily growth Ø Dabstar lounge podcast (Facebook) 33k followers +50 a week growth Ø Dabstar YouTube 3,522 Subscriptions Ø One plant foundation (Facebook) 14k followers +20 a week growth Ø 2,666,270 followers from Dabstars on Facebook Instagram and YouTube Ø Jonah Also has his personal Instagram with 6900 followers Ø Jonah Tacoma Facebook of 67,000 followers gaining 100 a week Ø Tacoma rocks page that he owns has 22,000 followers AWARDS “1st Place Best Exhibitor Alaskan Cannabis Classic 2017” Anchorage, AK “2nd Place Best Booth High Times Concentrate Cup 2017” – Los Angeles, CA “3rd Place Best Booth High Times Cannabis Cup 2016” – Santa Rosa, CA

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“Most Influential Media Source” Cannabis Business Awards 2015 – Denver, Colorado “Top Ten Most Valuable Brands” Cannabis Business Awards 2015 – Denver, Colorado “Best Exhibitor” Northwest Cannabis Classic – Seattle, Washington 2015 “Best Exhibitor” Northwest Cannabis Classic – Portland, Oregon 2015 “1st Place Best Booth” High Times Cannabis Cup – Detroit, Michigan 2015 “Nominated Best Cannabis Brand” Dope Industry Awards – Seattle, Washington 2014 “Featured Activist of the Year” Northwest Leaf Magazine 2013

5 Dabstars Monetization strategy 5.1 Franchised packaging There is high demand for the Dabstars branded cannabis products across the nation. We have been approached by 6 producer processors nationwide already to partner based off one Facebook sneak peek at our packaging line. Our primary focus is on the cannabis concentrate market (vape pens, Oils, wax, shatter, tinctures and topical products) we will also focus on premium flower, joints and edibles. Concentrates the average price per unit at the wholesale level is between $11-$13 dollar per gram with a retail cost to the consumer at $33-$34 per gram. Dabstars can franchise the brand and packaging across all legal U*Brella Confidential

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cannabis states allowing for current producer processors in legal markets to increase their own branding and sale of products. New legal growers face a challenge of gaining brand recognition and struggle for shelf space. Dabstar will sell the packaging with quality terms and conditions attached to exclusive producers and processors in regional markets. The cost of using the Dabstars branding will be $1.50 per unit at the wholesale level. Estimated annual consumption by revenue for cannabis in the US for 2018 is 11 billion. * source Arcview analytics with 20% and growing of the market share being concentrates 2.2 billion estimated for 2018. At one percent market share of the concentrate business Ø 22 million in sales, averaged sale price per unit $30 Ø 740,000 units sold nationwide @ $1.50 per unit Ø 1.1 million in revenue profit margin of $880K 12 months. 5.2 Concentrates case Study The booming concentrates market in California generated $169 million in sales in the 2nd quarter of 2017. The category is dominated by vape pens, which capture a hefty 61 percent of dollars sold. This embrace of vape pens among Californians is profound — by comparison, consumers in Colorado devote only 34 percent of their concentrate shopping dollars to vape pens, and Washingtonians are even less enthusiastic. Vape adoration tends to be higher among shoppers within recreational, rather than medical channels (for example, pens are more popular in Colorado’s recreational shops than its medical dispensaries). But California, at least nominally, is a medical marketplace.

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5.3 States where recreational legalization has occurred (does not include medical) a. Washington b. Colorado c. Nevada d. California e. Maine f. Rhode Island g. DC h. Vermont i. Alaska j. Hawaii

5.3 Content marketing and social engagement. With a strong social media platform, we will migrate current users across all platforms to the Dabstars application. Dabstars App will be a content rich platform for cannabis users to find expert U*Brella Confidential

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content for all things cannabis. Lifestyle and commercial content. It will also allow for a peer to peer review of cannabis products and accessories (Yelp for Cannabis). We have a multi-phase approach to delivering the application to the end user community and monetization approach. 5.4 3D/VR technology Interactive promotions that tie our brand and packaging to a truly innovate experience for the customer. Promotions, gamification, geo-based events, ticket sales, contests, cannabis education and reviews. Find similar tech here http://www.experienceanomaly.com/anomaly/

5.5 Content creation Expert content created by the leading voices in the Cannabis industry. Sharing stories and engaging experience are 3 times more effective than typically ad based and outbound marketing campaigns. *Content marketing has shown 61% of US online consumers purchased after reading a review and a six-time higher click to conversion rate vs traditional advertising methods. Content will be delivered strategically to all users categorized into four primary groups. B2C passive, B2C intent, B2B passive and B2B intent. *http://contentmarketinginstitute.com/2017/10/stats-invest-content-marketing/

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Sample content marketing user valuation converted User

customer

User

type of

type

value $

count

product

B2C

revenue projections

referral

Passive

0.00000043

2,500,000

B2C

Retail store will pay subscription fee for

store

$150,000 monthly

Referral

intent

300

5000

credit card

Notes

monthly mentions via content marketing takes into account 5000 conversions out

$

1,500,000.00

of 2.5 million audience base

review

B2B Passive

120

Headset

influenced 500 of 20,000 possible users

application

$10 a month per converted user for 12

500

$

60,000.00

months

review B2B

Canna

Intent

200

500

Insurance

influenced 500 of 20,000 possible users $

100,000.00

$200 per conversion

6 Peer to Peer review (Cannabis Yelp) monetization 6.1 Peer to peer platform Third phase of the application will be to create a peer to peer review for all cannabis products and peripherals. This includes giving budtenders a platform to create followers within the application. This will be localized to drive revenue by businesses that are trying to drive traffic and purchases to physical locations. The data generated from the user base will drive revenue by the business analytics mined and sold to both retailers and producer processors. (Which products are trending, what is the innovative product of the month.) This will be specialized towards Cannabis which due to federal regulations have limited advertising avenues for the industry. However, to compete for shelf space marijuana producers and processors are relying more on brand awareness to keep competitive in an emerging market.

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Direct ad revenue $500-1000 per add (based off competitive add space) Consumer analytics data revenue (subscription based $25 per store for deep analytics sold B2B) 7 Trends to Watch More Creativity Because federal opposition is likely to continue for the near future, many in the cannabis marketing trade expect that creativity will continue to be the name of the game. “Companies like mine are going to be at the forefront because we’re able to get around the rules and regulations,” said Independent Alternative Media’s Bruce. “Alternative advertising is going to be where it’s at. Nontraditional, mobile billboard trucks, bicycle advertising, things of that nature to get the word out.” The Rise of Data As the cannabis industry grows, it will take closer note of what customers buy and why, predicted 7 Leaf Marketing’s Weiner. That data collection is going to give rise, in turn, to different marketing strategies. It also will influence product development, he said. “Marketing is all based around data. So, collecting the best data possible, being able to parse through that data and segment it properly – who likes flower, who likes edibles, who likes extracts – and being able to market out to those people effectively will come as the industry matures,” Weiner said. Slowly Moving Mainstream

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Marijuana advertising is merging slowly but surely with the mainstream, said Center Mass Media’s Ramsay, who revealed that his company has already been in negotiations with some radio stations over cannabis ads. The question, he said, is timing. “You have to basically state that your advertising is at least 70% over age 21,” Ramsay said. “From 8 a.m. to 3 p.m., we can put cannabis all over the radio, because that’s when kids are in school. Or after 10 p.m., that’s when kids are in bed”. He predicted that once more executives at TV and radio stations get comfortable with the idea of taking the cannabis industry’s money, “you’re going to start seeing it hit mainstream, like alcohol.” Both Digital and Personal As marijuana companies start to look for more ways to get their brands in front of customers, Iris’s Beldt said, they’re probably going to start utilizing two major tools that have so far been under-used: digital platforms and budtenders “Snapchat is going to be massive for every industry that’s out there, but especially for cannabis,” Beldt predicted, adding that retail staffers on the front lines can be just as valuable on the advertising front for marijuana brands. “Budtenders are highly undervalued as employees. From a marketing standpoint, those people are going to be more and more embraced,” Beldt said. “We really want to build relationships with the people that are talking about the product.” *https://mjbizmagazine.com/industry-snapshot-marketing-advertising/

8 The “Network effect” per Yelp Our platform helps people find great local businesses to meet their everyday needs. As more people use our platform, more of them write U*Brella Confidential

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reviews. Each review that a user contributes helps expand the breadth and depth of the content on our platform, in turn drawing in more consumers. This increase in consumer traffic improves our value proposition to local businesses as they seek low-cost, easy-to-use and effective advertising solutions to target a large number of intent-driven consumers. Market valuation Dabstars Dabstars is pre-money valued at 3 million as of Feb 2018. Valuation post money is 231 million with 3X multiplier after EBITA. Market Capitalization of legal cannabis sales in the US with legal flower and concentrates not including edibles is 11 Billion. See Performa for details. 9 Competitors Digital Cannabis businesses with “similar strategies� 9.1 Leafly is the largest cannabis website in the world, with over 13

million monthly visitors and 40 million page views across its website and mobile applications.[1][2] Leafly allows users to rate and review different strains of cannabis and cannabis dispensaries. The site helps patients determine which cannabis strain is appropriate for their particular symptoms and then directs them to a dispensary nearby.[3][4][5][6][7] Leafly operates like a hybrid of Yelp and Consumer Reports in that it uses crowdsourcing to generate reviews for consumers.[8][9][10][11] The company is headquartered in Seattle, Washington and is wholly owned by Privateer Holdings, a private equity firm focused on the emerging legal cannabis industry.[12][13][14] Leafly is available for mobile use on iOS, and Android.[15][16][17]

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9.2 Bang Holdings Corporation (OTCQB: BXNG), through its subsidiary Bang Digital Media, innovates and utilizes new AdvertisingTechnologies to help cannabis brands connect to cannabis consumers. Through their original content, digital channels, and influencer-based marketing platform, Bang Digital Media enables cannabis brands to bypass a restrictive mainstream advertising system to reach cannabis consumers directly. http://www.bangdigitalmedia.com/about 9.3 MERRY JANE is a new generation's definitive resource for news, culture, and video covering cannabis and beyond. Through exclusive content and engaging perspectives, MERRY JANE brings together the most important information and entertainment for today's audience while also offering vital, interactive tools to explore the new frontier of cannabis products, dispensaries, events, and community. Roll with us! https://merryjane.com/company/about

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Income Statement Years 1-3 Prepared By:

Company Name:

Jeremy Jacola

U*Brella Holdings

Revenue

First Year

Franchising Content marketing Franchised stores Advertising CPC Merchandising Social Media marketing Total Revenue Cost of Goods Sold

$

Franchising Content marketing Franchised stores Advertising CPC Merchandising Social Media marketing Total Cost of Goods Sold Gross Margin Payroll Operating Expenses

Second Year 2,137,500 19,950,000 720,000 64,800 126,300 625,000 23,623,600 356,250 1,768,900 80,000 2,400 87,000 87,500 2,382,050 21,241,550 2,473,174

Advertising Car and Truck Expenses IAAS hosting Consulting Insurance (other than health) Legal and Professional Services Application Development Office Expense Healthcare Rent or Lease -- Other Business Property Marketing Supplies Travel, Meals and Entertainment Utilities Miscellaneous Other Expense 1 Other Expense 2

100%

$

Third Year

5,662,500 79,800,000 936,000 584,550 169,650 2,522,500 89,675,200 943,750 7,075,600 104,000 21,650 113,100 353,150 8,611,250 81,063,950 2,231,100

10% 90%

150,000 102,000 635,000 60,000 10,008 20,004 695,250 60,000 90,000 60,000 1,200,000 61,250 277,500 18,000 225,000

100% $

7,620,000 103,740,000 1,216,800 759,915 220,545 3,279,250 116,836,510 1,270,000 9,198,280 135,200 28,145 147,030 459,095 11,237,750 105,598,760 2,645,423

10% 90%

154,500 105,060 666,750 61,800 10,308 20,604 730,013 61,800 92,700 61,800 1,260,000 63,088 285,825 18,540 231,750

100%

10% 90%

159,135 108,212 700,088 63,654 10,617 21,222 766,513 63,654 95,481 63,654 1,323,000 64,980 294,400 19,096 238,703

Total Operating Expenses

$

3,664,012

16%

$

3,824,537

4%

$

3,992,409

3%

Income (Before Other Expenses)

$

15,104,364

64%

$

75,008,313

84%

$

98,960,928

85%

Other Expenses Amortized Start-up Expenses

1,967,333

1,967,333

1,967,333

61,143

61,143

61,143

Commercial Loan

-

-

-

Commercial Mortgage

-

-

-

Credit Card Debt

-

-

-

Vehicle Loans

-

-

-

Other Bank Debt

-

-

-

Line of Credit

-

-

-

Bad Debt Expense

-

-

Depreciation Interest

Total Other Expenses

$

2,028,476

Net Income Before Income Tax Income Tax Net Income/Loss

$ $ $

13,075,888 3,009,004 10,066,883

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$

2,028,476

43%

$ $ $

72,979,836 14,989,434 57,990,402

2%

$

2,028,476

2%

65%

$ $ $

96,932,452 19,779,957 77,152,495

66%

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10 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-milliondollar crop. (Expansions and permitting by the state was delayed effecting the 2017 yield) In 2018 the original site license will yield a $6

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million-dollar crop under one license for 2018.) FourDub 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 Ø $12 Million land purchase, construction and equipment installation Ø 89,000 sq. ft. existing shell of building with 7+ acres Ø 30,000 sq. ft. of cannabis canopy, extraction facility and offices Ø Generating 30,000 pounds of Cannabis per year (two locations) Ø At a low of $1203.10 per pound (expected to go up 2019) Ø Generating more than $ 30 million per year in site revenues Ø 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

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granted only the total statewide square footage allowed for production — 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. Ă˜ The facility

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Ø Build-out and tenant improvements; Equipment; and supporting services, (i.e., security, compliance, technology, etc.) Ø 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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U*Brella Confidential

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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

U*Brella Confidential

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%

38


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

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 jonah@dabstars.com

Jonah Sanford 2533108966

Chief Brand Officer Cannabis Lifestyle Brand personality and leader

WORK EXPERIENCE Chief Brand Officer Dabstars- FourDub- U*mbrella 01/2013 – Present Tacoma WA Content development, Journalist, branding and marketing for the Cannabis Industry

SKILLS Social media, Content marketing, Brand Creation

PERSONAL PROJECTS

“1st Place Best Exhibitor Alaskan Cannabis Classic 2017” Anchorage, AK

One Plant Foundation- non profit CBD connecting patients with medicine across Washington (2014 – Present)

“2nd Place Best Booth High Times Concentrate Cup 2017” – Los Angeles, CA

Cannabis podcasts audio and video (2015 – Present)

Achievements/Tasks

“3rd Place Best Booth High Times Cannabis Cup 2016” – Santa Rosa, CA “Most Influential Media Source” Cannabis Business Awards 2015 – Denver, Colorado “Top Ten Most Valuable Brands” Cannabis Business Awards 2015 – Denver, Colorado “Best Exhibitor” Northwest Cannabis Classic – Seattle, Washington 2015 “Best Exhibitor” Northwest Cannabis Classic – Portland, Oregon 2015 “1st Place Best Booth” High Times Cannabis Cup – Detroit, Michigan 2015 “Nominated Best Cannabis Brand” Dope Industry Awards – Seattle, Washington 2014

Data Analyst Rocky Mountain HMO 1998 – 1999

ACHIEVEMENTS “1st Place Best Exhibitor Alaskan Cannabis Classic 2017” Anchorage, AK “2nd Place Best Booth High Times Concentrate Cup 2017” – Los Angeles, CA “3rd Place Best Booth High Times Cannabis Cup 2016” – Santa Rosa, CA “Most Influential Media Source” Cannabis Business Awards 2015 – Denver, Colorado “Top Ten Most Valuable Brands” Cannabis Business Awards 2015 – Denver, Colorado “Best Exhibitor” Northwest Cannabis Classic – Seattle, Washington 2015

EDUCATION

“Best Exhibitor” Northwest Cannabis Classic – Portland, Oregon 2015

Computer Science University of Mesa Colorado

“1st Place Best Booth” High Times Cannabis Cup – Detroit, Michigan 2015

1997 – 2000

“Nominated Best Cannabis Brand” Dope Industry Awards – Seattle, Washington 2014

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

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Producers / Processors Ø State has limited production licensing to a total of 12,300,000 sq. ft. Ø Three tiers of production and processors licenses being issued based upon volume with largest being 10,000-30,000 sq. ft. Ø Three facility licenses per applicant is current law Current Economics Ø Estimated cost of production and processing per lb. is approximately $ 25.00 (outdoor) and $75.00 (indoor) Ø Wholesale rates are approximately $1200-$1500 per lb. Ø Operating margins between 30-50% Ø 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 FourDub Farms • 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 franchising 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


30,000 Cont. • • • • •

Price of Engagements – Average engagement 100,000 per social media post all organic Dabstars Influencer Revenue- $2500-$5000 per active client per month for 4 marketing engagements per month Cross penetration of the brands- By acquiring Dabstars, FourDub can position our brands across legal states in readiness for national legalization Franchising Revenue- 1% market share across legal states for concentrates only is 2.2 billion, this equates to $1 Million in revenue at $879k in profit over 12 months Content Marketing Revenue – Content marketing is the most profitable way to make money on the internet, our focus is on cannabis lifestyle and commercial intent users from both b2b and b2c Advertising revenue for the platform of tomorrow. – currently just under 3 million organic followers with a high level of engagement that we will drive to the new platform

FourDub Confidential


30,000 ft Dabstars • • • •

Approximately 3 million followers across social media. Average post reaches 1 million with average organic engagement 100-300 thousand followers. Dabstars Influencer Revenue- $2500 per active client per month for 4 marketing engagements per month Cross penetration of the brands- By acquiring Dabstars, FourDub can position our brands across legal states in readiness for national legalization Franchising Revenue- 1% market share across legal states for concentrates only is 2.2 billion, this equates to $1,099,999.50 in revenue at $879,999.60 in profit over 12 months Content Marketing Revenue – Content marketing is the most profitable way to make money on the internet, our focus is on cannabis lifestyle and commercial intent users from both b2b and b2c Advertising revenue for the platform of tomorrow. – currently just under 3 million organic followers with a high level of engagement that we will drive to the new platform

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 Tier 3 Licenses $111,000,000 Post money 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 • 2017 Launched extracts • 2018 Full 30,000 sq. ft. canopy planted • 2018 acquired Dabstars • 2018 Partnering with Green2Go, Satori, Have a Heart and the Joint coming soon.

FourDub Confidential


Dabstars Market Valuation $2.8 Million Influencer revenue $ 6 Million at 1% market franchise packaging shares US only $103 Million Content Marketing Revenue Ticket and event sales

$108,000,000

FourDub Confidential

$1.2 Million Store Franchise 10% of profit per store $1 Million Advertising Revenue


Dabstars at a Glance Today • Content creation featured in Dope Magazine monthly • Franchised packaging • Franchised store (Portland) • Just under 3 million organic followers across social media • First year revenue 130k (influencer marketing only)

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 20 million investment 12 million towards equity at 15% equity 8 million preferred debt at 10% interest rate

FourDub Confidential


Management team CEO- Jeremy Jacola COO- Daniel Rossner CBO- Jonah Sanford CCD- Paul Rossner

FourDub Confidential


Advisors and Partners Mike Jelinek Co-Founder Reviews.com and Soda (content marketing) https://www.linkedin.com/pub/mike-jelinek/1b/27a/249 Jason 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

FourDub Confidential


U*brella expansion 2018v1  

U*Brella March 2018

U*brella expansion 2018v1  

U*Brella March 2018

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