Investment opportunity in Advanced Greenhouse Technologies USA, inc.

Investment Opportunity:

Advanced Greenhouse Technologies USA, Inc.

1200 Westlake Ave N, Suite 604

Seattle, Washington, 98109

Tel: (206) 829-8015

Presentation Summary

I-502 Overview;

Advanced Greenhouse Technologies USA, Inc.

Jam Box, Inc.; and

Financial presentation*.

* All dollar figures in this presentation are in USD

I-502 Overview

In April, 2011, the State of Washington passed ESSB 5073, which provided medical marijuana (cannabis) to qualifying patients and allowed the Department of Health and Department of Agriculture to authorize and license commercial businesses that produce, process or dispense cannabis.

In November, 2012, the Washington State Liquor Control Board (“WSLCB”) passed Initiative 502 (“I-502”) pursuant to a vote by the people of the State of Washington. I-502 authorized the WSLCB to regulate and tax recreational marijuana products for persons over twenty-one years of age and thereby, created a new industry for the growing, processing and selling of State-regulated recreational marijuana products.

Advanced Greenhouse Technologies USA, Inc.

Advanced Greenhouse Technologies USA, Inc. is a Washington corporation which designs and provides leading-edge turnkey greenhouse packages to State of Washington-licensed production and processing companies (“AGT”).

AGT’s technology, equipment and greenhouse systems are designed to suit a variety of budgets, growing locations and required size of operation.

Jam Box, Inc.

Jam Box, Inc. is a Washington corporation, founded by William Whelan in July, 1992 (“Jam Box”).

Jam Box is in the process of obtaining a “Tier 3” production and process license from the State of Washington for the purpose of growing and processing two products, including bud (sold per gram as a premium product) and edible products (created from oil using lower grade cannabis).

With a three-year operational history as a profitable State of Washington -licensed medical cannabis grower and processor, along with a solid reputation as a reliable business that provides quality products and services, we believe Jam Box is in a strong position to become successful in its’ anticipated transition from Washington’s medical cannabis industry to the new recreational marijuana market.

AGT’s Arrangement with Jam Box, Inc.

AGT and Jam Box desire to enter into an arrangement whereby AGT shall provide the AGT Services to Jam Box. This arrangement will include Jam Box renting space owned by AGT, licensing technologies provided by AGT and entering into various operational and marketing agreements for the purpose of conducting its’ business.

Specifically, AGT will acquire real estate and provide greenhouses (and related equipment and technology) in connection with the design and development of the AGT “green” campus.

Greenhouse Design

Real Estate

AGT has identified approximately 30 acres of real estate located in Thorp, Washington.

This real estate will serve as the initial location for the design and development of the AGT green campus. This real estate is compliant with I-502.

It is anticipated that AGT shall enter into a Purchase and Sale Agreement with the owners of the real estate sometime in the month of September, 2014.

Investment

AGT is seeking an investment of $3,500,000.00 (the “Investment”).

The Investment will allow AGT to do the following (the “AGT Services”):

Purchase real estate in the State of Washington;

Acquire greenhouse equipment;

Lease real estate to State of Washington-licensed production and processing businesses;

Lease and/or contract labor, equipment and infrastructure to those production and processing businesses;

Consulting services; and

License its’ greenhouse infrastructure and growth technologies to those production and processing businesses.

Investment

In consideration for the Investment, AGT is offering a 10% three-year Promissory Note with the following terms:

Length of Term: 3 Years;

Interest Rate: 10%;

Repayment Terms:

Interest-only in Year 1, 2 and 3 ($29,166 per month);

The Model

Real Estate lease, Equipment, Greenhouse technology, Contracts and Consulting services

Advanced Greenhouse

Technologies USA, Inc.

Jam Box, Inc. Operations (site,

technology, people)

Investor

Cash Consideration

$3.5M Investment

Promissory Note

Financial Presentation – Jam Box Assumptions & Introduction*

Assumptions:

Year 1: 21,000 square foot facility;

Year 2: 21,000 square foot facility; and

Year 3: 21,000 square foot facility.

State tax on products will be assessed only at the Processor level (tax rate = 25%);

We expect that Jam Box will generate the following net income (production and processing operations combined):

Year 1: $1,571,000 USD;

Year 2: $5,570,000 USD; and

Year 3: $5,242,000 USD.

*Dollar figures are estimates based on projected Net Income derived from basic production/processing model not associated with a particular real estate location or technology.

Jam Box Revenue Assumptions (Year 1, 2 and 3)

Revenue Generated by Bud Product Sales is Calculated Using the Following Assumptions:

Year 1 assumes a 21,000 sq ft facility;

500 lights in the area;

500 lights yield 500 lb bud;

1 lb Bud = 453.59 grams bud;

Jam Box will produce and process 595,337 grams of bud per harvest;

Four harvests in a year;

= Jam Box will produce and process 2,381,348 grams of bud per year;

Calculation of Jam Box Revenue (Year 1, 2 and 3)

Calculation of Revenue Generated from Bud Product Production/Processing is as follows:

[(2,381,348 grams of bud per year * sale price of $5/gram) / 12 months per year]

= revenue = $992,228 USD per month (pre-tax)

In addition, we expect that Jam Box will produce and process edible products, which will generate an anticipated $164,316 USD per month (Pre-tax).

Financial Performance Overview

Gross Revenue

Year 1 $6,939,000 USD

Year 2 $13,878,000 USD

Year 3 $13,878,000 USD

Total: $34,615,000 USD

Net Income

Year 1 $1,571,000 USD

Year 2 $5,570,000 USD

Year 3 $5,242,000 USD

Total: $12,383,000 USD

Net Income Margin

Year 1 22.64%

Year 2 40.14%

Year 3 37.78%

Financial Performance Overview (cont.)

Build-out and Operating Expenses

Year 1 $6,738,000 USD

Year 2 $4,488,000 USD

Year 3 $5,166,000 USD

Total: $16,437,000 USD

Net Operating Expense as Percentage of Gross Revenue

Year 1 97.75%

Year 2 32.34%

Year 3 37.22%

Investment Summary

Net Present Value*

Investment $3,500,000 USD

Net Income, Year 1 $1,571,000 USD

Net Income, Year 2 $5,570,000 USD

Net Income, Year 3 $5,242,000 USD

IRR (end of Year 3)** 15.95%

NPV (end of Year 3)*** $8,884,000 USD

NPV of Future Income**** $14,659,000 USD

* Net Income calculated excludes Investment;** IRR assumes that source of $3.5 M Investment is entitled to 20% of Net Income each year;*** NPV calculated with adding Net Income of Year 1, 2 and 3 and subtracting $3.5M Investment;****Discount is 66% and Multiple of 5;

Cash Return on Investment

Return on 20% Equity*

Year 1: $314,200 USD

Year 2: $1,114,088 USD

Year 3: $1,048,579 USD

Total : $2,476,867 USD

Rate of Return: 70.77%

* By Year 3, AGT anticipates net income of $5,242,000. This net income with a multiple of 5 equals $26,210,000. 20% of this equals $5,242,000.

Questions & Answers

Please direct questions and comments to:

Attn: David M. Otto, Managing Partner

1200 Westlake Ave N, Suite 604

Seattle, Washington, 98109

Tel: (206) 829-8015

Email: [email protected]

Web: www.martindavislaw.com