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Investment Opportunity In Municipal Solid Waste & Environmental Technologies Contact Mario Caprini CEO [email protected] 954 806 2546 www.GoViridia.com 1 Strictly Confidential Addendum to Term Sheet

Viridia investor presentation_v10_2015 v9 final

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Page 1: Viridia investor presentation_v10_2015 v9 final

Investment OpportunityIn Municipal Solid Waste

&Environmental Technologies

Contact Mario CapriniCEO

[email protected] 954 806 2546

www.GoViridia.com 1

Strictly ConfidentialAddendum to Term Sheet

Page 2: Viridia investor presentation_v10_2015 v9 final

Viridia Investor Presentation

Overview 3Mission

4Opportunity

5Solution

8Competitive Advantage 14Competition

15Milestones 17Marketing & Sales Plan 18Brazil Marketing & Development Plan 19

The Organization 20Financial Projections and Opportunity 21Valuation 24Conclusion

25Confidential 2

Page 3: Viridia investor presentation_v10_2015 v9 final

Overview

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Viridia International LLC (Viridia) was founded in 2012 to develop, promote, and sell green technologies.

Viridia has completed an extensive due diligence period and has created strategic alliances with best in class firms.

The first prototypical waste to energy plant is in the predesign phase in Minas Gerais, Brazil – the #2 waste generation market in the Americas.

Viridia is actively engaged in negotiating the development of projects in the Americas.

*Source: World Bank reportin LBS / Year

Waste Generation*

Page 4: Viridia investor presentation_v10_2015 v9 final

Viridia’s Core Business: License and develop MSW waste to energy plants in the Americas. License and sell or lease organic waste technologies and packages to MSW/Co-generation

leaders in the US. License, design, and build (MSW) processing facilities in the USA. Identify emerging green technologies and develop strategic alliances to further their

development.

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“Provide turnkey solutions to global waste problems with state of the art “Green” technologies that provide competitive advantages and address both present and future waste management challenges.”

Mario Caprini

Page 5: Viridia investor presentation_v10_2015 v9 final

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Opportunity: The United Nations 2010 Waste Management report documents the future demand for new waste solutions

Source: United Nations; http://www.un.org/esa/dsd/resources/res_pdfs/publications/trends

Urban areas in the US, Caribbean and Latin America generate a large amount of solid waste per day and projections are that the regions’ municipal solid waste will increase from 131 million tons in 2005 to roughly 179 million tons in 2030. Given the rapid rate of urbanization and economic growth, the projected amount of solid waste generation appears conservative.

An integrated waste management approach is a crucial part of national sustainable development strategies with priority given to waste prevention and minimization. The remaining solid and hazardous wastes need to be managed with the 3R concept in mind - Reduce, Reuse, and Recycle.

Page 6: Viridia investor presentation_v10_2015 v9 final

Opportunity: US Solid Waste Industry

50% of landfill waste is organic.

$60 Billion a year industry.

135.1MM tons or 55% of all trash is landfilled in US.

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Page 7: Viridia investor presentation_v10_2015 v9 final

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Opportunity: Organic Processing“The Next Frontier”

Bloomberg proposal to ban food from landfills in New York City becomes law

In July 2013, Former Mayor of NYC, Michael Bloomberg, announced pilot programs, calling organic collection the city’s ”final recycling frontier.”, states the article published in Waste & Recycling News, July 22, 2013.

Subsequently, on December 20,2013 the New York City Council passed ground breaking legislation requiring commercial food scraps from the largest food service establishments to be recycled. The new “Commercial Organic Waste” policy continues the momentum of similar state-wide policies requiring food waste

recycling passed in Vermont and Connecticut and initiatives in cities like San Francisco, Austin, Portland and Seattle. Signed into law, Mayor Michael Bloomberg noted that “[this] initiative is a significant step towards our NYC goal of diverting more waste from landfills” – intended to reduce the City’s greenhouse gas emissions from waste disposal, and produce resources such as biogas and soil amendment products from what used to be regarded as wastes.

“With the passage of this initiative, NYC is taking a bold and decisive step toward establishing a sustainable environment for its citizens. This move will benefit generations to come,” said Lori Scozzafava, Executive Director of the US Composting Council (USCC).

Source: This entry was posted on Friday, December 20th, 2013 at 7:24 pm and is filed under BioCycle Breaking News.

Page 8: Viridia investor presentation_v10_2015 v9 final

Solution: Viridia International

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Offering technologiesfor the treatment of

Municipal Solid Waste and Organic Waste

EPA Solid Waste Treatment Hierarchy

Viridia Specialization

Page 9: Viridia investor presentation_v10_2015 v9 final

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Solution: A Proven Technology – Viridia Proprietary Process Powered by RRT Technologies

Viridia adapts traditional MRF processes by adding a process that will treat the waste and recycle up to 95% of the waste stream, including the organic fraction, into marketable commodities. The Viridia Process dries and pasteurizes the waste and makes it easier to separate. Each Viridia Plant powered by RRT Technologies is customized to the client’s specific waste profile.

Page 10: Viridia investor presentation_v10_2015 v9 final

Solution: The Viridia Process Powered by RRT Technologies

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Pathogen freeResidue

(eliminates methane)5%

Recyclables 25%

Fertilizer35%

Refuse Derived Fuel(RDF) 35%

Landfill

RDF Users

Feedstock

Page 11: Viridia investor presentation_v10_2015 v9 final

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Solution: Viridia’s Strategic Alliance with RRT www.rrtenviro.com

Viridia has selected, RRT Design & Construction (RRT), located in Melville, New York, as its design engineer and technical advisor. RRT will serve as the consulting engineer and commission the Brazil waste to energy plant. RRT will provide the following services on a project by project basis:

Detailed technical review of each project including an assessment of the waste stream, processing approach, and projected output.

For non US projects RRT will serve as the Consulting Engineer.

For US projects RRT will serve as Viridia’s “EPC Contractor”.

As the EPC Contractor RRT will:

Complete a Preliminary Engineering and Project Plan & Provide Project Development Support Services.

Provide Design, Construction, Start – up and Acceptance Testing.

Provide Material Marketing and Operations Consulting Services.

Provide RRT Proprietary Technologies.

Page 12: Viridia investor presentation_v10_2015 v9 final

Solution: Viridia International ProcessOffering Proven Effective & Efficient Technology

Recycled materials are clean and free from offensive odors once processed.

Plants are emission free.

Technology enhances or replaces curbside recycling programs.

Entire process takes less than 2.5 hours.

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Recycles up to 95% of MSW.

Process recycles organic components without pollution.

All waste (product & output) is clean and pasteurized (pathogen free).

Page 13: Viridia investor presentation_v10_2015 v9 final

Solution: Target MarketsUS & International - Starting with Brazil

Municipal Solid Waste (MSW) Stakeholders

Landfill Owners/OperatorsTransfer Station OperatorsSpecialty Operators - Municipal Recovery Facilities (MRF's)Waste to Energy projects

Organic WasteCo-generation organic fraction processingFood Waste (source separated)Anaerobic Digestive Waste

Commodity SalesFertilizer / Soil AmendmentRefuse Derived Fuel (RDF)Recyclables (Plastics, ferrous & non ferrous)

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Page 14: Viridia investor presentation_v10_2015 v9 final

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Viridia’s Competitive Advantage

Viridia has a proven process that recycles up to 95% of MSW and treats the organic fraction currently being landfilled.

Viridia waste to energy plants can be scaled to meet local demand at a cost that is typically 80% more economical than the traditional mass burn facility.

Viridia’s plants present an environmental, economical, commercially viable solution.

Current alternative technologies are proving to be increasingly costly and environmentally unfriendly.

Viridia Technology is complementary to industry leaders’ facilities and processes.

Page 15: Viridia investor presentation_v10_2015 v9 final

The Competition: Industry Overview

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In the last several years, numerous new and emerging technologies were developed and entered the solid waste processing marketplace. Several represent the latest generation of technologies that were previously unsuccessful. Some of these technologies have developed strong track records in processing certain specific waste material types (e.g. vegetative waste, waste tires, hazardous waste). Others have made strides in demonstrating a proof of concept in processing municipal solid waste (MSW) on either a pilot or limited capacity basis.

Waste-to-energy, whether mass burn or refuse derived fuel waste-to-energy, is the only technology in the US that has consistently demonstrated the ability to process all waste as delivered, recover a marketable product and significantly reduce the amount of waste disposed in a landfill.

Page 16: Viridia investor presentation_v10_2015 v9 final

The Competition: Industry Overview (continued)

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The Table below provides a brief synopsis of waste processing technologies.

Table Solid Waste Processing Technologies

Technology System

Combustion • Mass Burn/Advanced Thermal Recycling

• Combustion of Refuse- Derived Fuel (RDF)‐

Thermal Conversion • Pyrolysis

• Pyrolysis/Gasification

• Gasification

• Plasma Arc/Gasification

• Thermal depolymerization

Conversion • Anaerobic Digestion

• Acid Hydrolysis

• Chemical

Details available upon request. Source: Technology Review

Page 17: Viridia investor presentation_v10_2015 v9 final

Milestones2012 – 2013

Completed Technical Review.

Executed License Agreement for European Waste Processing Technology.

Completed “Capital Raise” to fund start up.

Executed R & D agreement with a University (FIU).

Completed an international evaluation of waste treatment technologies.

Completed technology due diligence including an international evaluation of lime based technologies.

Soil amendment Label testing & evaluation.

Initiated research of processing biosolids (sludge) and marketing it as a fertilizer/ soil amendment.

Finalized Viridia plant design and entered into a strategic relationship with RRT for design of MSW recycling plant(s) powered by RRT technology.

2014

Determined European design was sub-optimal to operate at targeted capacity and produce marketable commodities.

Redirected design/development effort to adapt a waste to energy plant in Minas Gerais, Brazil with a major Brazilian University funded by a major Brazilian landfill operator.

Identified a strategic partner with an existing feedstock and site permits for development of a 30 ton per hour MSW recycling plant.

Identified opportunities to partner in the testing of an organic food waste and/or anaerobic digestion plant.

2014

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Page 18: Viridia investor presentation_v10_2015 v9 final

Marketing & Sales Plan

2015 – 2016

Complete engineering of “Prototypical” facilities.

Execute License and Design/Build agreement for Brazil Waste to Energy Plant – Currently in Predesign.

Expand marketing initiative in US and Americas.

Sell Design/Build of Organic Fraction process for installation in 3 co-generation plants.

Complete the Development Agreement and initiate design for a 30 ton/hour MSW plant in the US – Currently in negotiation.

Develop commodities market for RDF, fertilizer / soil amendment and recyclable

products.

Complete the R&D and process design for organic food and anaerobic digestive

waste processing.

Complete 3 License/Development Agreements for waste to energy projects in the

Americas (non US).

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Page 19: Viridia investor presentation_v10_2015 v9 final

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Brazil Marketing & Development Plan

Viridia has entered into a joint development agreement with a leading Brazilian landfill operator to develop a waste to energy plant using the Viridia process powered by RRT technology. The development phases are as follows:

Phase 1 – Technology Due Diligence Completed July, 2014

Phase 2 - Establish Brazil MSW BTU value with University of Ouro Preto January, 2015

Phase 3 – Execute Licensing and Design/Development Agreement March, 2015

Phase 4 – Start Design/Build of 30 ton/hour Waste to Energy Plant July, 2015

Phase 5 – Complete Commissioning of Minas Gerais, Brazil Plant June, 2016

Phase 6 – Establish Viridia Brazil Commodities Sales Office June, 2016

Phase 7 – Implement Client’s plan to develop 10 additional plants over 3 to 5 years

Page 20: Viridia investor presentation_v10_2015 v9 final

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The Organization

Mario Caprini, CEO & FounderMario is responsible for development and oversight of Viridia’s strategic relationships, investors and long range development.

Frank Fela, President Viridia International & Development of USAFrank is responsible for the execution of Viridia’s strategic plan and day to day operations.

Josephine M. Hart, Chief Financial OfficerJosie is responsible for overseeing the company compliance, finance and investor relations.

Hélio Costa, President of International Development and Strategic PartnershipsHélio is responsible for international market development and identification of strategic partners

John Costa, Director of Technology, Research & Development and Director of Viridia BrazilJohn is responsible for product development and oversees development of the waste to energy plants in Brazil.

Eddy Sua, Vice President of Sales for the USA and Business Development for Latin AmericaEddy is responsible for marketing in the Central & South America.

Legal Counsel: Ian Pesses Partner at Akerman LLP

Accountants: Manny Pravia and Adam Ziffer at Morrison, Brown, Argiz & Farra, LLC

Page 21: Viridia investor presentation_v10_2015 v9 final

Financial Projections & Opportunity

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Revenue Forecast Net Fee2015

1st Q

2015

2nd Q

2015

3rd Q

2015

4th Q2016 2017 2018 2019 Commments ( Plant = $20 million with 18 mth Design/Build Cycle)

License of Technology (non US)

Brazil - Minas Gerais ($2 mil Fee) 1,000,000$ 250,000$ 250,000$ 500,000$ $ 2mil - 50/50 w/Brazil Partner, $250,000 at signing, $250,000 completion of design, $500,000 commissioning

Brazil Plants: 10 plants/ 5 years (Fees 2016 & 2017 4 plants )

1,200,000$ 600,000$ 600,000$ 600,000$ 600,000$ $1 mil @ plant 30/70 w/Brazil Partner due at start of construction. 2 Plants per year

Prospect #1 1,000,000$ 250,000$ 250,000$ 500,000$ Assume 50/50 with local partner $250,000 at signing, $250,000 completion of design, $500,000 commissioning.

Prospect #2 1,000,000$ 250,000$ 250,000$ 500,000$ Same as Prospect #1

Prospect #3 1,000,000$ 250,000$ 250,000$ 500,000$ Same as Prospect #1 2 New Contracts 2,000,000$ 500,000$ 500,000$ 1,000,000$ Same as Prospect #1

Commodity Sales (Brazil) Annual

Fee on Recovered Products

Estimated market value of

$5 - 8 mil per plant - Viridia fee

2.5%

125,000$ 125,000$ 375,000$ 625,000$ Will be negotiated on per plant basis with non Brazil clients

Plant Development Fees

Brazil - Minas Gerais Eng + CostsEng & Costs have a Net effect of "0" on Revenue & Expense Cash Flow - Rolling Plant Development Reserve: $100,000

Brazil - Plants 2 - 10 Eng + Costs

Prospect #1 (5 % + Eng & Costs) 1,000,000$ 250,000$ 500,000$ 250,000$ $ 1 mil per plant Paid 25 % on signing, balance based on contract milestones

Prospect #2 (5 % + Eng & Costs) 1,000,000$ 250,000$ 500,000$ 250,000$ Same as Prospect #1 Prospect #3 (5 % + Eng & Costs) 1,000,000$ 250,000$ 500,000$ 250,000$ Same as Prospect #1 2 New Contracts 2,000,000$ 500,000$ 1,000,000$ 1,000,000$ Same as Prospect #1

Co-generation Plants (Organic)

3rd Party Sales - License Only

Prospect #1 500,000$ 250,000$ 250,000$ 50% at signing and 50 % at Commissioning Prospect #2 500,000$ 250,000$ 250,000$ 50% at signing and 50 % at Commissioning Prospect #3 500,000$ 250,000$ 250,000$ 50% at signing and 50 % at Commissioning Prospect #4 500,000$ 250,000$ 250,000$ 50% at signing and 50 % at CommissioningUS Viridia Plant (1)

Viridia Corporate Fee 2,300,000$ 2,300,000$ Funded at plant financing closing. Operating Income n/a 2,600,000$ Annual Income per plant is projected at $ 2,600,000 starting in 2018

assuming we own 100% of plantUS Viridia Plant (2)

Viridia Corporate Fee 2,300,000$ 2,300,000$ Funded at plant financing closing. Operating Income n/a 2,600,000$ Annual Income per plant is projected at $ 2,600,000 starting in 2019

assuming we own 100% of plantUS Viridia Plant (3)

Viridia Corporate Fee 2,300,000$ 2,300,000$ Funded at plant financing closing. Operating Income n/a Annual Income per plant is projected at $ 2,600,000 starting in 2020

assuming we own 100% of plantUS Viridia Plant (4)

Viridia Corporate Fee 2,300,000$ 2,300,000$ Funded at plant financing closing. Operating Income n/a Annual Income per plant is projected at $ 2,600,000 starting in 2020

assuming we own 100% of plantTOTAL REVENUE 23,525,000$ -$ 250,000$ -$ 500,000$ 3,100,000$ 6,775,000$ 10,125,000$ 10,675,000$

Page 22: Viridia investor presentation_v10_2015 v9 final

Confidential Financial Projections

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SOURCE & USE 2012 - 2017

by Development Phase

2012 -2014 Pre

Revenue R

& D

2015

Design &

Construction

2016

Marketing &

Operations

2017

Multi-Plant

Development

2018

Multi-Plant

Development

2019

Multi-Plant

Development

SOURCES: Actual Projected Projected Projected Projected Projected

Initial Investors $ 400,000 New Investors (Preferred Notes) n/a $ 750,000

Brazil Pre Design & Btu Calculation (funded direct by client) $ 250,000 - Revenue from Operations n/a $ 750,000 $ 3,100,000 $ 6,775,000 $ 10,125,000 $ 10,675,000 TOTAL SOURCES $ 650,000 $ 1,500,000 $ 3,100,000 $ 6,775,000 $ 10,125,000 $ 10,675,000

$ 13,000 $ 30,000 $ 62,000 $ 135,500 $ 202,500 $ 213,500 USES: Actual Projected Projected Projected Projected Projected

Staff, Operations & Consultants $ 200,000 $ 300,000 $ 600,000 $ 1,250,000 $ 1,250,000 $ 1,250,000 Marketing $ 50,000 $ 150,000 $ 250,000 $ 300,000 $ 300,000 $ 300,000 Legal & Accounting $ 125,000 $ 150,000 $ 150,000 $ 150,000 $ 150,000 $ 150,000 Research (inc. Tech Reviews) $ 100,000 $ 100,000 $ 250,000 $ 250,000 $ 250,000 $ 250,000 Engineering & Testing $ 75,000 $ 150,000 $ 250,000 $ 500,000 $ 500,000 $ 500,000 Brazil Pre Design & Btu Calculation $ 250,000 $ - $ - $ - $ - $ -

R & D Center (mini plant, testing, licensing) $ - $ 250,000 $ 350,000 $ 500,000 $ 500,000 $ 500,000

Operations & Plant Development Reserve $ - Note 1 $ 500,000 $ 750,000 $ 750,000 $ 750,000 Accrued Payables $ - $ 150,000 $ - $ - $ - $ -

US Plant Development Reserve (land, testing, permitting, etc.) $ 500,000 $ 1,000,000 $ 1,000,000 $ 1,000,000

Total USES $ 800,000 $ 1,250,000 $ 2,850,000 $ 4,700,000 $ 4,700,000 $ 4,700,000

Projected Profit & Loss $ (150,000) $ 250,000 $ 250,000 $ 2,075,000 $ 5,425,000 $ 5,975,000

Prefered Return on Notes - 2% of Revenues or min 8% Total @ 8% $620,000 ($20,000) ($166,000) ($434,000)Return of capital debt ($750,000)

Total Return 82.67% 2.67% 22.13% 57.87%

Investor Return

Total Annualized

return 4 years20.67%

Net Funds Available for Operations $ 230,000 $ 1,909,000 $ 4,241,000 $ 5,975,000 % Net Profit After Notes 7.42% 28.18% 41.89% 55.97%

Note 1 - Funds will be retained to fund Operations & Contracted Plant Engineering and Development costs

Page 23: Viridia investor presentation_v10_2015 v9 final

Financial Projections & Opportunity

This Offering is for Preferred Convertible Notes with a 6 year term in Viridia International LLC.

Investor ROI is projected as an annual average of over 20%.

Viridia’s valuation is estimated at approximately $9.5MM, based upon industry standard valuation methodology.

The two valuation methodologies used averaged; (1) NPV 5 year valuation; (2) multiple of EBITDA, per industry standards.

The business plan shows the Company being profitable in 2016.

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Page 24: Viridia investor presentation_v10_2015 v9 final

Financial Projections & Valuation

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Valuation # 1 Valuation # 2

Value based on NPV of 5 Years of Cash Flows Multiple of EBITDA

Year Income Industry EBITDA Multiple 82015 $250,0002016 $250,000 Year Amount2017 $2,075,000 2015 $250,0002018 $5,425,000 2016 $250,0002019 $5,975,000 2017 $2,075,000

$13,975,000 2018 $5,425,0002019 $5,975,000

Net Present Value $7,843,166

InvestmentPercentage of

Ownership Average Annual $2,795,000$0 0.00%

Discount 50%

Value Based on Average EBITDA $22,360,000

Adjusted Valuation $11,180,000

Investment Percentage Ownership

Indicated $0 0.00%

Company Value based on Average of methods used

Viridia International Valuation $9,511,583 Total Membership Units 1,000,000

Discount 25% Membership Unit Value $9.51

Company Value per Unit $7.13

Investment $0 0.00 0.00%

Percentage of Ownership

Indicated

Page 25: Viridia investor presentation_v10_2015 v9 final

Conclusion

The Viridia Solution powered by RRT Technologies is:

More Economical - than current disposal methods.

Fast & Efficient - processing up to 30 tons of MSW

Proven – Team with over 30 years of recycling plant building experience

Innovative – Proven Technologies, Innovatively assembled, Reformulated and Reengineered using Lime Application

Environmentally friendly - no offensive odors or emissions.

Profitable – Viridia plans on being profitable in 24 months

Opportunistic - A chance to revolutionize the waste disposal industry while creating a potential billion dollar corporation!

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