CONFIDENTIALNOT FOR DISTRIBUTION

Think Beyond PlasticCompetition Application

Where Consumerism & Environmentalism Collide

LuckyGoods, LLC 2012. LuckyBag name, mark and concept are property of LuckyGoods, LLC.TM

Organization Name: LuckyGoods, LLC

Primary Contact: Mike AaronPresident

Contact Info: maaron@myluckygoods.com646-522-1342

Company Description: LuckyGoods exists to create and manage innovative incentive programs that reduce the use of unnecessary plastic at the moment where consumerism and environmentalism collide -- at point of sale.(Although launching with our bag reduction program, LuckyBag, we intend to develop a similar program designed to reduce the use of beverage containers. For example, a “LuckyCup” program in Starbucks, Dunkin’ Donuts, corporate and university dining facilities, etc.)

REDUCING PLASTICAT POINT OF SALE

Slide 2: Problem Being TackledEstimates place US disposable bag usage at over 100 billion annually.

Reusable bags exist already. Millions upon millions of reusable bags have been manufactured.

Shoppers already own them. Reusable bags have been sold and given away for years. They’re stuffed in people’s drawers, closets and most often…within reach, in the trunks of their cars.

Retailers want people to use them. Reusable bags are expertly merchandised at nearly every cash register. Reminders to use them are posted in the parking lot and on store doors. Many grocers give shoppers pennies back when they use them.

The problem is, less than 10% of Americans use them consistently and existing incentive programs have proven to not be compelling. This is a marketing problem. We must change what these reusable bags represent. We must make them more valuable. More memorable. More fun.

Slide 3: How Solving Problem?

Via good old-fashioned cooperative marketing, working with retailers and CPGs (consumer packagedgoods), we’ll succeed in getting shoppers to associate substantial value with reusable bags.

While this won’t be an easy task, there is a breeze at our backs. There are many market dynamicsworking in our favor and we’re focusing on a few areas that will optimize the success of the program.

1. Minimizing barriers to participation.- No need for consumers to purchase anything new. Most people already have reusable bags.- No new accounts to set up. Piggybacking on existing frequent shopper accounts and infrastructure.- Many retailers already digitally capturing bag usage and others will begin as additional reusable bag legislation is passed and as LuckyBag creates store preference.

• Optimizing motivation.- Chance to win valuable prizes via LuckyBag online gaming mechanism.- Opportunity to save money via CPG-issued, LuckyBag-enabled coupons.- Structure social sharing in a way that encourages program awareness and engagement.

• Taking advantage of existing market dynamics. - Retailers and CPGs both have increasingly aggressive CSR goals that this program serves. - Bags represent a financial burden for retailers. - Retailers & CPGs are constantly looking for innovative ways to collaborate and engage shoppers. - Anti-disposable bag legislation is proliferating.

The big idea…The transformative idea…Every reusable bag is now a “LuckyBag”.

Slide 4: How Make Money?The LuckyBag program aggregates shoppers across retailers and CPGs/manufacturers; creating a family of substantial, unique and action-oriented digital media properties that are defined by:

• Self-sustaining online traffic.Users will visit consistently over time. Maintaining traffic is not dependent upon our partners’ ad spend, constant dedicated marketing programs or man-hours.

• LuckyChips creating an environment of action.While LuckyChips exist primarily as a reward for reusable bag usage, they will be used to motivate a broad variety of valuable commerce-oriented online actions among users such as encouraging the download of retailer apps, the download of coupons, the adding of products to a digital shopping list, social sharing, etc. (“share and add to shopping list -- 5 extra LuckyChips”)

• A substantial upside in terms of market size.As Americans continue to become more eco-concious, as anti-disposable bag legislationproliferates and as LuckyBag incentivizes non-users to change behavior -- the program willgrow in popularity. Counting every American shopper/grocery shopper as the market, the upside in terms of audience size is enormous.

Our revenue model is based upon:

BAG BOUNTY

TRANSACTION BOUNTY

RESEARCH

SPONSORSHIP

1/10 of a cent paid by retailer for every bag saved.

Performance-based fee paid by retailer for shopper online actions.

Fee paid by CPG and prize partners for exposure to audience.

Custom research programs revealing practices and motivations.

Slide 5: How Does It Work?

Slide 6: Marketing & Sales?In order to appreciate the planned marketing and sales strategy, it is important to fully understand the substantial benefits that each involved party will enjoy, and as a result, what they will contribute.

CPG Benefits• Drives commerce• Improves brand perceptions (brand / sustainability leadership)• Creates social media content• Strengthen retail relationships

Retailer Benefits• Drives commerce• Creates store preference and loyalty among shoppers• Strengthens supplier relationships• Creates social media content• Creates disposable bag savings• Contributes to waste reduction goals

Shopper Benefits• Savings• Prizes• Fun

LuckyBagLuckyBag is responsible for the initial sell-in of the program to CPGs and Retailers as well as the ongoing re-population of the prize pool through a sales effort to a range of consumer goods andservices organizations. These organizations will be attracted to the audience and the retail-centric, action-oriented marketing environment we’ve created.

CPGsIn order to enjoy the valuable benefits afforded to them via this program, the CPGs will be called uponto flex their marketing muscle -- helping recruit additional retail partners, sweetening the prize pool withquantities of product and marketing the program to their customers largely via online and social channelsbut also via coupon distribution mechanisms.

RetailersThe marketing of the program to shoppers is largely incumbent upon the participating retailers as theyhave low cost, direct and constant channels of communication with the customer -- in-store, receipts, email, social, etc..

COSTS: Our marketing and sales costs will be modest given the above model; approx $100K annually.

Slide 7: Competitors?There are a variety of organizations that exist to reward consumers for environmentally-friendlybehavior. However, there are no companies who are employing our model (retail and mfgcooperation / real tracking / immediate reward / gaming / valuable prizes) or who exist to reward reusable bag usage. A sampling of the most relevant, interesting and successful programs in the eco-rewards arena are:

Reusable Bag Usage RefundsStore programs that reward shoppers for using reusable bags by refunding them $0.02 - $0.05 perbag are still the norm in the northeastern U.S.RecyclebankThe most high profile and well-funded company in this arena. Originally recycling-focused, RB rewardsconsumers with points for a broad range of eco-friendly behaviors (most actions based upon the honor system). Points amassed over time and redeemed for coupons on partner products.EcoBonusAmass points over time for buying participating eco-friendly products. Pts redeemed for featured products.OPowerWorking with utilities, OPower deploys behavioral energy efficiency programs that results in programparticipants being rewarded with energy savings.Practically GreenExclusively honor-system based. Relies on the “fun” of social media and encouragement as the motivation. No actual tracking or rewards.

Reusable bag usage is tangible, constant and trackable. LuckyBag gaming and rewards are immediate, substantial and fun. This positions LuckyBag in stark contrast to much of the 1x green actions andhonor system-based programs that require points to be amassed over long periods of time forinsignificant rewards.

Slide 8: Team

Mike AaronCo-founder & President

Successful entrepreneur (Greensender.com) and former VP, Marketing at Sirius Satellite Radio

and American Express.

Shahed IslamCo-founder & CTOSuccessful entrepreneur (SJ Innovation) and former technology executive at Empire Blue Cross Blue Shield.

Andy BerndtVP, Google Creative Lab

Michael McLarenPresident, MRM Worldwide

Founders

Advisory Board

Coleman BigelowDirector Sustainability, leading CPG company

Craig CalderMarketing & Social Media Strategist, Caldercom

Slid

e 9

: Fi

nanci

als

Users: 0 500,000 2,500,000 4,000,000 5,900,000

Conversion: We anticipate a conversion rate of 25% among existing reusable bag users and a rate of 5% amongdisposable bag users. With a medium to large grocery chain having 12 million shoppers, this would translate into approx. 840,000 users per retail partner.

Capital & Fundraising: We are seeking $400,000 to take us through launch and 6 mos. operations. The venture is boot-strapped to date; having not tapped any outside resources. We do not anticipate additional fundraising after launch.

2013 2014 2015 2016 2017

Bag Bounty @ $0.001/bag $0 $250,000 $1,300,000 $2,000,000 $3,000,000

Sponsorship/Promotion

CPG $0 $375,000 $500,000 $1,000,000 $1,250,000

Prize Partner $0 $200,000 $350,000 $500,000 $750,000

Transaction Bounty

App Downloads $0 $100,000 $250,000 $500,000 $750,000

Coupon Redemption $0 $50,000 $250,000 $1,000,000 $2,900,000

Research/Data Programs $0 $100,000 $125,000 $250,000 $750,000

REVENUE $0 $1,075,000 $2,775,000 $5,250,000 $9,400,000

Salary $125,000 $300,000 $350,000 $400,000 $500,000

Tech Development $75,000 $100,000 $100,000 $150,000 $150,000

Marketing $30,000 $75,000 $100,000 $100,000 $100,000

Misc. Consultation $10,000 $10,000 $10,000 $10,000 $10,000

Legal $10,000 $10,000 $10,000 $10,000 $10,000

Rent, Travel & Misc $12,500 $25,000 $35,000 $35,000 $35,000

Miscellaneous $10,000 $10,000 $10,000 $10,000 $10,000

EXPENSES $272,500 $530,000 $615,000 $715,000 $815,000

NET INCOME -$272,500 $545,000 $2,160,000 $4,535,000 $8,585,000

Slide 10: SustainabilityLuckyBag is hardcore capitalist marketing dressed in the tents of radical environmentalism. The elegant beauty of LuckyBag springs from taking advantage of what already exists.

No manufacturing.No shipping.No warehousing. Nothing new being bought.No incremental waste created.

But, rather than blindly bear hugging those tenets of radical environmentalism, LuckyBag representsa value proposition that the modern world can embrace -- do a little good and get rewarded for the minor inconvenience.

Although LuckyBag’s impact is currently limited to reducing plastic bag usage, we are excited by the enormity of the opportunity. Not only that our universe of influence is every U.S. adult, but we also believe that reusable bag usage is one of those transformative behaviors; a doorway into a moresustainable lifestyle. When people come to realize that reusable bags are a superior option on all fronts, we think they then begin to look further afield regarding what’s next for them and their families. More rigorous recycling? Composting? Buying locally grown produce? And then, perhaps, beginning to cast their ballots and advocating for greater change that benefits the natural world in more dramatic ways.

The premise of LuckyBag is based upon two of the core tenets of sustainability -- reducing and reusing. This is our philosophy. This is the backbone of our business model. We respect and embrace thesetenets in all that we do -- from buying recycled paper products to taking steps to conserve energy.

Slide 11: Current Status?

4Q 2011 1Q 2012 2Q 2012 3Q 2012 4Q 2012

Built• site• database• game prototype

Meetings w/ 9Major Retailers

Other Meetings• CPG• digital coupon company• e-payments company

Legal ConsultationProgram Structure ConsultationRefining Offering

Successful mtg w/ a senior cross-department group at one of the world’s largest CPGs. They are currently scheduling a pitch meeting for LuckyBag with their venture capital partner .

1Q 2013

Should we beawarded the $50K prize, we would use the funds to enablecontinued CPGsales effortsand initiatingmobile appbuild.

Continued CPGSales Effort