NxLevel Aquaponics Project Summary

NxLevel Aquaponics Project Summary July 2016

Table of Contents PROJECT SUMMARY DESIGN ELEMENTS Re-circulating Aquaculture System Hydroponic Greenhouses Cistern Rainwater Collection Systems Solar and Wind Energy Collection Systems OPERATIONAL COMPONENTS Wholesale Fresh Fish and Vegetable Market Retail Food Stations Teaching Kitchen and Healthy Food Culinary Training Aquaponics Research Campus MANAGEMENT and PERSONNEL Principals Management Team M/WBE Utilization Plan Educational Industry Partners Health Industry Partners NxLEVEL AQUAPONICS PROJECT SUMMARY Page 2 of 11 The information contained in this Project Summary is proprietary and is intended for discussion purposes only unless otherwise authorized and approved by NxLevel Aquaponics, the owner of this proprietary information.

NXLEVEL AQUAPONICS PROJECT SUMMARY NxLevel Aquaponics is seeking to secure 8-10 acres in St. Petersburg to construct and maintain a state-of-the-art Aquaponics facility. The facility design plan is to create approximately 135,000 square feet of indoor grow-out space that will house 40 recirculating tanks (each having a 12,000 gallons clean capacity), two greenhouses, a Wholesale Fresh Fish and Vegetable Market, Retail Food Stations and a Teaching Kitchen, together with appropriate parking and storage facilities. The facility will have the capacity to produce approximately one million pounds of fin fish and five million pounds of vegetables annually. The facility design plan contemplates the use of solar and wind energy and a rain water collection system to supply its power and water requirements. NxLevel’s mission of is to develop state-of-the-art Aquaponics facilities in urban cities across America; initially targeting the southern tier of the US where Food Justice issues are prevalent. Affordability and quality of food is the predicate for creating healthy communities accessible to income constrained individuals and families. Aquaponics is a means to produce affordable, healthy quality food, and is an emerging industry that can support the creation of a “Culture of Health” in the effort to improve overall community health and life quality. The state-of-the-art Aquaponics facility will utilize a Re-circulating Aquaculture System (RAS) that supplies all of the environmental elements and conditions that are necessary for fish and vegetables to be healthy and grow. Nutrient-rich water flows out of the fish tanks and into where the plants are growing. (The plants actually thrive on the nutrients in fish waste.) Then the water, which is cleaned in the process, is returned back to the tanks. This recirculation seriously reduces water use. NxLevel’s indoor RAS facility will give the company’s product numerous advantages over foreign imports or fish raised outdoors by virtue of: 1. Being raised in-doors, in pristine well-water; 2. Free of diseases, antibiotics, artificial coloring, and waste contaminations; 3. Fed the highest quality, traceable fish feed; 4. Genetically safe, with no genetic alteration or modification; 5. Consistent in size, quality, and taste; 6. Naturally-raised with a sustainable supply year round; 7. Economically friendly with practically no eco-footprint; and 8. Domestically raised and employing local workers from the St. Petersburg community. NxLEVEL AQUAPONICS PROJECT SUMMARY Page 3 of 11 The information contained in this Project Summary is proprietary and is intended for discussion purposes only unless otherwise authorized and approved by NxLevel Aquaponics, the owner of this proprietary information.

The world has reached a critical point of sustainability of food, water and energy for a mushrooming population. World biologists and economists predict that by the year 2025, there is a strong likelihood that food from the sea could disappear. Our open waters will be unable to sustain enough seafood to meet consumers demand for seafood. More and more people are turning to seafood for health and dietary reasons. A century ago, the United States was a major producer and exporter of seafood. Today, it is seafood dependent upon aquaculture farms in Third World countries. The United States greatest balance of trade deficit with other nations is oil. Our second greatest deficit to oil is seafood. NxLEVEL AQUAPONICS PROJECT SUMMARY Page 4 of 11 The information contained in this Project Summary is proprietary and is intended for discussion purposes only unless otherwise authorized and approved by NxLevel Aquaponics, the owner of this proprietary information.

The world-wide market demand for fish is over $200 billion annually, of which approximately $61 billion is currently supplied by aquaculture systems primarily located in Third World Countries. In the year 2010, it was estimated that population growth alone created an additional $36 billion per year of new consumer demand in the United States for fish that can only be supplied by a reliable, sustainable aquaculture industry. \"The current surge is aquaponics because a lot of people want to grow their own food and be 'locavores','' says Portia Sapp, Bureau Chief for the Florida Department of Agriculture and Consumer Services' Division of Aquaculture. \"People are growing vegetables and herbs in their backyards and also growing it with food fish or other types of aquaculture products that they can consume.'' NxLEVEL AQUAPONICS PROJECT SUMMARY Page 5 of 11 The information contained in this Project Summary is proprietary and is intended for discussion purposes only unless otherwise authorized and approved by NxLevel Aquaponics, the owner of this proprietary information.

DESIGN ELEMENTS Recirculating Aquaculture Systems A recirculating farm uses clean recycled water, rather than soil, as a basis to grow food. These farms can grow plants (hydroponics), fish (aquaculture), or both plants and fish together (aquaponics). There are many unique benefits associated with recirculating farms: • These are mostly closed-loop, land-based farms that are able to re-use water and can recycle waste as well. • Well-designed farms can run with no antibiotics or other drugs or chemicals and use renewable energy. • Recirculating farms can grow fish and vegetables, flowers, fruits, herbs and more. • These farms do not need to be connected to any natural waters, and can therefore grow a wide range of products without the threat of releasing them into the wild, or creating competition with fishermen who make their living selling popular local fish. • Recirculating farms are scalable — they can be as compact as a desktop, for personal use, or larger for commercial operation. • Being contained and therefore cleaner, allows these farms to be located near markets and even in communities far from water, that will ultimately use the products. NxLEVEL AQUAPONICS PROJECT SUMMARY Page 6 of 11 The information contained in this Project Summary is proprietary and is intended for discussion purposes only unless otherwise authorized and approved by NxLevel Aquaponics, the owner of this proprietary information.

• Having more farms in each community cuts down on use of fuel for transport and gives consumers fresher food. The NxLevel Aquaponics facility will house the most reliable, efficient, and advanced aquaculture technology in the industry. Our facility will have the capacity to produce a million plus pounds of live fin fish and five million pounds of vegetables annually. The cutting edge technology of the NxLevel Aquaponics facility will produce its organic fin fish and vegetables in a green environment that is a production facility, a wholesale/retail outlet, and a research and training collaborative. NxLevel choose to use indoor re-circulating aquaculture systems because they intensify production while conserving feed, land, and water. They maximize production in a relatively small area of land and use relatively small amounts of water. One NxLevel tank has the load capacity of one acre outside pond. Because water is reused, RAS tanks use only about 20% of the water required in a conventional open water pond or lake. NxLEVEL AQUAPONICS PROJECT SUMMARY Page 7 of 11 The information contained in this Project Summary is proprietary and is intended for discussion purposes only unless otherwise authorized and approved by NxLevel Aquaponics, the owner of this proprietary information.

Hydroponic Greenhouses Integrated with the fish farm will be Hydroponic Greenhouses for growing vegetables and herbs. Hydroponics is growing a plant without soil, usually in an inert substance such as rockwool or perlite to hold the roots for water and nutrient absorption. Hydroponics dates back several hundred years, as there is evidence that ancient civilizations grew plants in water. The main benefits of hydroponics include increased plant productivity, receiving a high yield per plant per square foot and having fresh produce. Today, there are many varieties of plants grown hydroponically serving many different market segments, including farm stands, grocery stores, restaurants, processing plants and institutions. Cistern Rainwater Collection Systems Rain harvesting systems are widely used for the collection and storage of rainwater. NxLevel Aquaponics will integrate underground cisterns in the overall facility design plan in order to secure an affordable and environmentally friendly source for the water needed for the facility. Solar and Wind Energy Collection Systems The design plan will also utilize state-of-the-art solar and wind energy collection systems to secure an affordable and environmentally friendly source of electrical power needed for the facility. NxLEVEL AQUAPONICS PROJECT SUMMARY Page 8 of 11 The information contained in this Project Summary is proprietary and is intended for discussion purposes only unless otherwise authorized and approved by NxLevel Aquaponics, the owner of this proprietary information.

OPERATIONAL COMPONENTS Wholesale Fresh Fish and Vegetable Market The goal of the Wholesale Fresh Fish and Vegetable Market is to provide a venue to attract local healthy food vendors and cooking stations, and to create a destination that provides a selling, cooking and teaching opportunity for local patrons. NxLEVEL AQUAPONICS PROJECT SUMMARY Page 9 of 11 The information contained in this Project Summary is proprietary and is intended for discussion purposes only unless otherwise authorized and approved by NxLevel Aquaponics, the owner of this proprietary information.

Retail Food Stations Retail Food Stations will provide health food entrepreneurs with a vibrant collaboration platform for them generate awareness of healthy eating and nutrition for local patrons. Teaching Kitchen and Healthy Food Culinary Training Job training opportunities in the healthy food industry will target South St. Pete residents. NxLEVEL AQUAPONICS PROJECT SUMMARY Page 10 of 11 The information contained in this Project Summary is proprietary and is intended for discussion purposes only unless otherwise authorized and approved by NxLevel Aquaponics, the owner of this proprietary information.

Aquaponics Research Campus NxLevel believes that the importance of creating and promoting better healthy eating habits and life styles is critical, and is looking to utilize its facility as a Research Campus to help educate and explore opportunities to promote more sustainable healthy eating habits and practices, and to advance the aquaponics technology for greater inner city access for communities in St. Petersburg, and beyond. MANAGEMENT and PERSONNEL NxLevel Aquaponics is a joint venture comprised of Smart, Inc. and Full Spectrum, Inc. Both entities are Real Estate Development firms based in New Orleans and New York City that collectively have over 60 years of experience with a development portfolio of over $600 million. Assisted Living Community Gardens, Inc., St. Petersburg Not for Profit will join the joint venture based on their knowledge and involvement in the South St. Pete communities. The Management team will include an Aquaculture Facility Manager responsible for the overall management of the facility, together with two (2) Aquaculture Technicians responsible for monitoring the fish and plants, and maintaining the facility and approximately thirty (30) Facility workers to provide assistance with primarily labor intensive tasks and support for the Wholesale Fresh Fish and Vegetable Market, the Retail Food Stations, and Teaching Kitchen and Healthy Food Culinary Training. It is anticipated that the staff payroll will be in excess of one million dollars annually. M/WBE Utilization Plan NxLevel’s goal is “all-local/all-inclusive” and the company intends to aggressively recruit residents and M/WBE businesses of South St. Pete to participate in the construction and operation of the NxLevel facility. Educational Industry Partners NxLevel is in the process of developing partnerships with a consortium of universities with aquaculture programs, such as the University of Florida, Extension Service, Family Nutrition and SNAP Educational Divisions, Florida State University and St. Petersburg College. These institutions have expressed a willingness to provide NxLevel with research functions and student internships. NxLevel is preparing to aggressively pursue procurement opportunities to provide NxLevel’s fresh high quality seafood to the school lunch programs, military food contracting, prisons and nursing homes in our primary market area. Health Industry Partners NxLevel is also seeking to develop partnerships with a consortium of local Hospitals and other Health Industry providers. NxLEVEL AQUAPONICS PROJECT SUMMARY Page 11 of 11 The information contained in this Project Summary is proprietary and is intended for discussion purposes only unless otherwise authorized and approved by NxLevel Aquaponics, the owner of this proprietary information.