OTCQB: KSHBApril 2019

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This presentation includes "forward-looking statements" within the meaning of the safe harbor provisions of the United States

Private Securities Litigation Reform Act of 1995. These statements are based upon the current beliefs and expectations of KushCo

Holdings’ management and are subject to significant risks and uncertainties. If underlying assumptions prove inaccurate or risks or

uncertainties materialize, actual results may differ materially from those set forth in the forward-looking statements. Risks and

uncertainties include but are not limited to, general industry conditions and competition; general economic factors, including

interest rate and currency exchange rate fluctuations; KushCo Holdings undertakes no obligation to publicly update any forward-

looking statement, whether as a result of new information, future events or otherwise. Additional factors that could cause results

to differ materially from those described in the forward-looking statements can be found in KushCo Holdings SEC filings with the

Securities and Exchange Commission (SEC) available at the SEC's Internet site (www.sec.gov). The information contained in this

presentation was current as of the date presented. The Company assumes no duty to update the information to reflect

subsequent developments. Consequently, the Company will not update the information contained in the presentation and

investors should not rely upon the information as current or accurate after the presentation date.

IMPORTANT CAUTIONS REGARDING FORWARD LOOKING STATEMENTS

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INDUSTRY OVERVIEW

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100

80

37 35

21 20

80

0

20

40

60

80

100

120

Beer Tobacco Wine Organic Food Chocolate Cannabis(today)

Cannabis(2026)

MARKETS

Beer Tobacco Wine Organic Food Chocolate Cannabis (today) Cannabis (2026)

US CANNABIS MARKET SIZE & GROWTH

• Retail cannabis sales (including medical)are expected to reach over $20 billionby 2020 in the U.S. alone

• The sales will benefit all adjacent verticals,driving an additional $75 billion of economicvalue by 2030

• Global legalization could lead to 1 billionconsumers and a $500 billion annual market

• The U.S. Black Market cannabis sectoris estimated at $45 billion annually

• U.S. Legal Market is estimated togrow $80+ billion by 2026

4Source:

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PUBLIC OPINION TAILWINDS

• Public support behind legalization continues to rise, fueled by reduced stigma and increased medical applications

Gallup Question: Do you think the use of marijuana should be legal, or not?

SECTOR DYNAMICSU.S. CANNABIS INDUSTRY

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THE U.S. CANNABIS INDUSTRY

Includes both indoor and outdoor producers. Trend moving towardhigh volume producers with increasing levels of scale.

GROWERS

Includes both “flower” and concentrate processors. May be part of vertical integration effort or independent.

PROCESSORS

Wide range of professionalism and potential. Increasing number of multi-state operators emerging.

BRAND OWNERS/PRODUCERS

No clear route to market in most markets. Many brand owners doing their own DSD.

DISTRIBUTION

Multi-state license holders (e.g., MedMen) emerging. Inconsistent approach, highly fragmented, very immature, no category management approach etc.

DISPENSARIES (POS)

VERT

ICAL

INTE

GRA

TIO

N*

*vertical integration popular in some markets, limited in others, and not allowed in few7

U.S. CANNABIS INDUSTRY: WHAT WE SEE• Regulations are highly dynamic and nuanced (especially packaging and labeling requirements)

• Very difficult for traditional businesses to understand and navigate especially around child-resistance packaging requirements • Cannabis businesses seek knowledgeable partners to help them understand each state’s complex regulatory environment

• Industry is highly fragmented• Each state market operates separately (no inter-state commerce) and trends vary between markets• Smaller players lack resources and leadership

• Market is highly immature• Lack of clear data, but trends are evolving quickly• Lack of forecasting and experienced CPG professionals (although more entering)

• Opportunities to change the rules of the game exist for those who have intellectual and financial capability• Federal illegality causes significant valuation discrepancies between U.S. and Canadian companies

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KUSHCO HOLDINGS, INC.

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WHO WE ARE

• KUSHCO HOLDINGS, INC. IS A PUBLICLY

TRADED COMPANY (OTC: KSHB)

• Our core business is KUSH SUPPLY CO.

• THE COMPANY OPERATES IN THE UNITED

STATES AND CANADA with a presence in every

major cannabis market

• We currently employ OVER 230 EMPLOYEES

• KushCo maintains an IN-HOUSE LEGAL

DEPARTMENT with deep cannabis expertise

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KUSH SUPPLY CO.’S CUSTOMERS

GROWERS (everywhere)

PROCESSORS (everywhere)

BRAND OWNERS/PRODUCERS (everywhere)

DISTRIBUTION (in some markets)

DISPENSARIES (POS) (in some markets)

VERT

ICAL

INTE

GRA

TIO

N (e

very

whe

re)

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OUR STRATEGY

Source: Output July 2018 Strategic Review.

CAPABILITIES

INITIATIVES

HOW WE OPERATE

PREMIERANCILLARYPROVIDER

CLIENTS FIRST

WORLDCLASS TALENT

CONSTANTINNOVATION

ROBUSTSUPPLYCHAIN

CROSS SELLINGACROSS

PLATFORMREGULATORY

EXPERTISE

NEWMARKETENTRY

STRATEGICACQUISITIONS

PRODUCT LINEEXPANSION

& IP

INT’L EXPANSION

VISION

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GROW WITH CUSTOMERS

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CORE GROWTH STRATEGY• Organic Growth

• Excellent customer service allows us to retain and support our current clients as they expand and the overall industry continues to grow

• Adding more product and service offerings while effectively cross-selling• Continue to be first mover in every key market

• Acquisition Growth• Make strategic and accretive acquisitions• Adding more products and services, including defensible IP• Help us diversify quicker and expand overall human resource talent

• Pillars• Strong relationships are key• Continue to build defensible barriers to competition

• First mover advantages, boots on the ground in every key market, personal relationships with KEY multi-state operators

• Create an ecosystem effect

HOLDING COMPANY STRUCTURE

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FACILITIESNORTH AMERICA CHINA U.K

KUSH SUPPLY CO. • Provides ancillary products to cannabis businesses (B2B model)

• Sources products domestically and abroad • Utilizes contract manufacturers, garnering exclusive or semi-exclusive rights to

distribute• Buys factory direct and in bulk to keep costs down

• Provides products that are critical components in our customers supply

• The Company has the largest sales force in the industry, building relationships with our clients

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• Wide array of unique products (1,500 skus) and large amount of inventory in stock

• Client demands are time sensitive

• One stop shop brings convenience

• Products have to be crafted to package a variety of form factors

• Flower, pre-rolls, concentrates etc. must all be packaged differently

• We operate in every market so we stay ahead of product trends

• Products have to be crafted to comply with regulations in multiple markets

• Packaging regulations vary in each state

• The regulations are highly nuanced and change very often

• Products have to be highly customizable and brandable

• Packaging is the primary form of marketing to cannabis consumers (no TV, no Google ads, etc.)

• Our clients are all competing for limited shelf space –differentiation is key

PACKAGING

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VAPE

• One of four exclusive CCELL distributors in the U.S.

• The Company sells vape cartridges, batteries, all-in-one

disposables, and pen kits

• Aligned with the best vapor technology in the market

today

• CCELL - ceramic cell patented technology in the U.S. and

China

• Product performance is critical to ensuring satisfied

customer experience

• Product gap out or failure can result in significant

monetary & reputational losses18

KUSH ENERGY

• A leading supplier of solvents to cannabis sector

• FARM Bill to be a tremendous demand driver for ethanolneeded for CBD extraction

• The only cannabis gas and solvents provider using stainlesssteel tanks vs high carbon steel

• Resistant to rust, less brittle, wear resistant• Pre-cleaned before filling to eliminate contaminants and

impurities in finished product

• Tanks are delivered on regulatory-compliant trucks

• Due to hazmat nature, the supply chain is very hard to manageand a reliable source of delivery is very valuable 19

Used to extract raw THC or CBD oil. Without quality supply of hydrocarbons and solvents, our customers will not be able to extract and create products.

• Refined from natural essential oils found in most plants• Provides the sensorial effect unique to each strain

• Why Natural Products?

• Highest Quality, Purity and Potency

• Natural & Organically Derived

• Tested & Certified Food Safe

• Abstrax Manufacturing

• ISO Federally Certified MFG Facilities

• Small Batch to Large Scale Capacity

• PhD Chemists On staff

• MFG in Molecular Distillation

NATURAL PRODUCTS

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SUPPLIES

• Supply meets demand with overall industry-wide

shortage of pre-rolled cones

• Offer a method of automation to expedite operations

and eliminate labor for our customers with pre-rolled

cones

• Encourage safe handling practices from growers to

retailers by providing high-quality supplies on the

platform, like BudGloves™

• Keeping customers compliant state-by-state with

updated compliant labels to use on any cannabis product

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SERVICES

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• Regulatory and compliant experts to provide

guidance on key internal decision-making and

customer product inquiries

• Free design time plus full creative and branding

services from Hybrid Creative

• Kush Supply Co. and customer proprietary

packaging through Koleto

INTELLECTUAL PROPERTY

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Kush BottlesTM ✓ Pre-Roll Tube ✓ Kush CanisterTM✓ Vape Capsule✓ Palm N Turn ✓ UV CR Jar ✓ Kush N SlideTM✓

3oz Premium CR Jar✓ Jetty Tube ✓ McCormick Case ✓ Stainless Steel Tank

Certified Child Resistant ✓

Lift Off SheetsTM BudGlovesTM Wallee PackTM ✓

Over 40 articles of intellectual property

ADDRESSABLE MARKET >$1 BILLION IN ANNUAL REVENUE

24Addressable Market per $50 of Cannabis Product** Based on Estimated Revenue

FLOWER CONCENTRATESVAPORIZERS PRE-ROLL FLOWER

• Packaging• Supplies• Labelling• Services

30% 30% 25% 15%

• Kush Energy• Natural Products• Vape Hardware• Packaging• Labelling• Services

• Kush Energy• Natural Products• Packaging• Supplies• Labelling• Services

• Packaging• Supplies• Labelling• Services

$0.50-$1.00 $1.00-$2.00$4.00-$6.00 $1.00-$1.50

Potential revenue opportunity | 4-6% of Cannabis revenue

FINANCIAL OVERVIEW

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Q2 FY19 Highlights

• Record breaking quarter of $35.2MM in revenue, up 240% YoY

• Raised revenue guidance from $110 - $120MM to $140 - $150MM

• California revenue up 273% YoY and 46% QoQ

• Massachusetts revenue up 788% YoY and 136% QoQ

• Energy and Natural Products now 11% of revenue

• Over last twelve months we’ve had 20 customers spend more than $500K

• Customers spending more than $1MM over the last twelve months purchased an average of 70 SKUs

• All of the QoQ revenue growth in FY19 Q2 was organic

• Over past 20 quarters, average QoQ revenue growth is 27%

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Balance Sheet (As of FY19 Q2)

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Assets As Reported 04/11/2019

Cash $18Current Assets (ex-cash) $61Other Assets $65Total Assets $144

Liabilities & Shareholders Equity

Current Liabilities $26Debt $6Other Liabilities $1Total Liabilities $33Shareholders Equity $111Liabilities and Shareholders Equity $144*amounts in millions

KUSHCO’S NET REVENUE

$8.2$18.8

$52.1

$145

$0

$20

$40

$60

$80

$100

$120

$140

$160

2016 2017 2018 FY 2019E

Net revenue in $ Millions

Fiscal year ends August 31. Revenue in millions. 31

Actual

Forecasted

Revenue Breakout by Rec State, Other US, Canada, and other

Q2 over Q1 Growth

Year over Year

Quarterly Growth

Recreational State Totals 36% 219%

Total Revenue 39% 240%

Geography 2019 Q2 Revenue Q2 2019 over Q2 2018 Growth % 2019 Q2 Revenue Q2 2019 over Q1

2019 Growth 2019 Q1 Revenue

CA $ 20,375,662 273% 58% 46% $ 13,909,523

WA $ 2,531,570 85% 7% 10% $ 2,303,536

OR $ 1,780,107 284% 5% -10% $ 1,983,180

CO $ 2,334,822 93% 7% 21% $ 1,933,231

NV $ 1,452,959 149% 4% 33% $ 1,091,171

MA $ 977,896 788% 3% 136% $ 413,701

AK $ 129,830 44% 0% -58% $ 306,590

ME $ 343,098 797% 1% 33% $ 258,773

MI $ 449,622 146% 1% 215% $ 142,585

Rec States Total $ 30,375,566 219% 86% 36% $ 22,342,290

Other Medical States $ 4,305,483 512% 12% 75% $ 2,464,442

Other Countries $ 201,518 142% 1% 282% $ 52,791

Canada $ 293,766 356% 1% -36% $ 460,119

Grand Total $ 35,176,332 240% 100% 39% $ 25,319,641

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Item Class 2019 Q2 Revenue % of Revenue Q2 over Q2 Growth 2018 Q2 Revenue Q2 over Q1 Growth 2019 Q1 revenue

Packaging and Labeling $ 5,122,444 14% 26% $ 3,884,094 -5% $ 5,515,845

Vape $ 24,172,935 69% 383% $ 5,000,572 58% $ 15,269,703

Energy and Natural Products $ 3,912,860 11% 3120% $ 121,531 69% $ 2,310,266

Papers & Supplies $ 1,968,093 6% 66% $ 1,187,267 -11% $ 2,223,826

Grand Total $ 35,176,332 240% $ 10,361,398 39% $ 25,319,641

Revenue by 5 Categories QoQ + YoY

SKU Cross-sell Progression (TTM)Customer Value # of customers Avg Rev Avg SKUs

$ 10-49k 661 $ 22,371 13

$ 50-99k 119 $ 68,237 20

$ 100-249k 70 $ 154,965 24

$ 250-499k 36 $ 336,649 30

$ 500- 999k 10 $ 757,031 53

$ 1000k+ 10 $ 2,987,856 70

Customer Size FY2016 FY2017 FY2018 Last 4 Quarters

$50-99k 6 29 88 119

$100k - $249k 5 13 51 70

$250k - $499k 2 7 18 36

$500k - $999k 0 5 10 10

$1000k+ 0 0 4 10

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LEADERSHIP

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Jason VegotskyJason Vegotsky is an entrepreneur with an extensive backgroundin sales and business development. Jason graduated with aBachelor of Arts in Economics at Bucknell University. His passion isassociated with growth; implementing processes, improvingstrategy and increasing revenue. Prior to Kush Bottles, Vegotskywas the co-founder of Summit Innovations, Inc., and the driver ofthe company’s business development.

As CRO, leading the company's main business unit, Jason Vegotskyleads a team of over 45 sales professionals, operations, sharedservices, project management, and is responsible for expandingour physical presence nationwide in every major cannabis market.

Chief Revenue OfficerChris TedfordMr. Tedford has 20+ years of finance & accounting experience,which includes developing sound financial and operationalpolicies, strategic financing transactions, and M&A activities. From2016 – 2018, Mr. Tedford served as SVP and Chief AccountingOfficer at Confie. From 2011 – 2016, he worked at PacSun, first asSenior Director and Corporate Controller before becoming VP andCFO. He also served as Director and Corporate Controller at CleanEnergy Fuels Corp. He’s also held senior positions within KPMGLLP and Deloitte & Touche LLP.

Mr. Tedford is a CPA and has a BS from the University ofCalifornia, a Master of Accounting from the University of SouthernCalifornia, and is a member of the American Institute of CPAs.

Chief Financial Officer

Rodrigo de OliveiraWith over 18 years of experience in global supply chain andoperations, Rodrigo has expertise in steering businesses to meetand exceed KPI’s. Rodrigo earned his Bachelor’s degree inBusiness Administration at Universidade Mackenzie in Brazil. Hisbackground comes from numerous years of multisite operationsand warehouses, both domestic and international, at companiesincluding Oakley, General Electric, Brightstar Corporation and NikeAccessories.

As Vice President of Operations, Rodrigo oversees manufacturing,operations, global supply chain and logistics. He will lead oursourcing and operations teams across our five facilities inCalifornia, Washington, Colorado and Massachusetts.

Chief Operating Officer

LEADERSHIP

Nick KovacevichIn his role as CEO for KushCo Holdings, Nick directs all businessrelations and financial strategy for the company. Nick alsooversees the organization's senior management team. Nick hasbeen integral in making critical strategic, growth, and financialdecisions since the company’s inception.

Nick holds a Bachelor of Science from Southwest BaptistUniversity where he studied Sports Management and earnedAcademic All-American honors. While at SBU, Nick played smallforward for the men’s basketball team, leading the Bearcats tothe Sweet 16.

CEO, Co-founder & Chairman

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Stephen Christoffersen has 13 years’ capital markets experience. Priorto joining KushCo, he managed a $500MM equity portfolio for a largebank and advised on M&A and fundraising initiatives for seed andgrowth stage companies. He received his Chartered Financial Analystdesignation in 2015 and holds a B.S in Finance from UNLV.

As Vice President of Corporate Development, Stephen evaluates thelandscape for strategic acquisitions, runs point on KushCo’sfundraising initiatives and works closely with our investor base andsell-side analyst coverage to communicate company’s financialstrategy.

Ryan SelewiczRyan Selewicz is the EVP of Technology at KushCo and is responsible for driving overall technology vision and strategy. He leads a team responsible for delivering technical infrastructure and scalable business applications. Prior to joining KushCo, Ryan held multiple roles within Adobe focused in IT and digital strategy. Ryan holds a B.S. in Engineering from Santa Clara University.

Executive Vice President Technology

Stephen Christoffersen Executive Vice President Corporate Development

LEADERSHIP

Arun KurichetyAs an attorney and trusted advisor with over 12 years of experience,Arun’s corporate practice previously included the representation ofpublic and privately held companies with regard to governance,corporate finance, mergers and acquisitions, corporate structuring, aswell as private placement of debt and equity and securitiesfilings. Arun has advised numerous cannabis companies with regardto regulatory compliance, financing, real estate, intellectual property,labor and employment, and other general corporate issues.

Arun earned his Bachelor’s degree (cum laude) in 2001 from HarvardUniversity. In 2006, he received his Juris Doctor (cum laude) fromWashington University in St. Louis School of Law.

Executive Vice President General Counsel

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Carmen LamCarmen Lam has an extensive track record in Sales, Management, andExecution. In her previous roles at PepsiCo and AllerganPharmaceuticals, Carmen consistently led her team to exceed keyperformance metrics. Carmen graduated from the University ofNevada, Las Vegas with a bachelor’s degree in BusinessManagement. After gaining a few years of professional workexperience, Carmen returned as the Vice President of the LeeBusiness School Alumni Association where she helped develop alumniengagement and philanthropy initiatives on behalf of the BusinessCollege. In all of Carmen’s leadership roles, she’s demonstrated theability to drive results on behalf of the organization.

Senior Vice President of Sales

ADVISORY BOARD

Ali JahangiriOpportunityZoneExpo.com, Uglobal.comand Eb5investors.com

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Matt MorganReef Dispensaries, Ignite Cannabis Co, Tryke companies, and Green Axis Capital Corp

Eric SmithNevada Board for the Regulationof Liquefied Petroleum Gas

Danny MosesMerida Capital Partners, Oppenheimer, Frontpoint Partners

Tim SeymourSeymour Asset Management, CNBC’s Fast Money

BOARD OF DIRECTORS

Nick KovacevichChairman

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Eric Baum

Barbara Goodstein

Board Member

Board Member

Donald HunterBoard Member

Dallas ImbimboBoard Member

KEY TAKEAWAYS

• Diverse way to play cannabis sector given company’s exposure to large MSO’s, Canadian LP’s and smaller single state operators

• Multifaceted, international customer base positions KushCo asreliable industry proxy and attractive core holding for any cannabisportfolio

• The strategy remains focused on driving organic growth supportedby cross-selling across the KushCo platform and using strategic acquisitions when appropriate

• Product line expansion, with an emphasis on proprietary offerings,will provide revenue opportunities with a defensible moat

• KushCo Holdings is a leader in transforming the legal cannabis market globally and is in a great position to maintain and grow market sharein a booming industry

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Investor Relations Contact:Stephen Christoffersen, CFA

EVP, Corporate Development310-740-0170

ir@kushco.com

THANK YOU

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APPENDIX

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WHAT ANALYSTS ARE SAYINGWe continue to believe that profitability will take care of itself over the long term and are far more encouraged by the robust revenue growth, market share gains and customer relationships the company has been able to build thus far. Developing these key relationships and has already begun to pay dividends. Of the six new licenses that New Jersey just issued, KSHB has working relationships with five of them already.

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Perhaps the Pointer Sister’s said (sang) it best in their 1982 hit “So Excited” with the main chorus of “Let’s get excited, we just can’t hideit, I’m about to lose control and I think I like it…”. Through our channel checks throughout the cannabis private / public company landscape, we have amassed an increased level of confidence in KSHB’s ability in fast emerging as one of the most trusted cannabis packaging suppliers across the MSO /single cannabis operator marketplace.

We view KSHB as a pick-and-shovel play on the rapidly growing USlegal cannabis industry. By supplying packaging, labels & vape hardware, KSHB does not touch the plant, and the company is delivering strongtop-line growth irrespective of which multi-state operators (MSOs)and branded consumer products win.

We are launching coverage of Kush Co with a Buy rating and $10 price target, based on 25.0x our normalized EBITDA estimate of $32.5MM. We like this company for a number of reasons, including its leading ancillary market positioning, its ability to capitalize on both industry consolidation and market conversion from medical to adult use, and our belief that forward Street estimates are too conservative.

WHAT ANALYSTS ARE SAYINGBeginning Dec 2018 Bobby Burleson of Canaccord Genuity, initiated coverage. His findings covered regulations also driving the packaging styles, styles and labeling requirements.

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Top ChallengesCost/ Complexity of Compliance 33%

Managing Growth/Scalability 33%

Federal Laws / Intervention 26%

Taxation 26%

Licensed Competitors 24%

Lack of Banking Services 24%

Finding Qualified Management 20%

Insufficient Number of Vendors/Partners 16%

Fundraising 15%

Black Market Competition 13%

Disagreement on Direction 10%

ADULT CANNABIS INCIDENCE

• Adult Cannabis Usage continues to rise with the fastest growth coming from 26 years and over cohort

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PAST YEAR INCIDENCE

• The 26 year and over cohort has only an 11% past year incidence demonstrating the significant upside that exists over the next several years

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EXPECTED INCIDENCE TRENDS

• Expected increase in 26 and older cohort to fuel the new numbers of adult cannabis users. The acceleration of incidence may be underestimated i.e., unanticipated products, regulatory easing, social acceptability

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MEDICAL CANNABIS: LEADING INDICATOR

• Significant growth of nationwide medical patient numbers reflect the opportunity and is supportedby market activities being witnessed in these markets e.g., Michigan and Florida

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INCIDENCE: ALCOHOL VS CANNABIS

• From a low base, cannabis incidence among young adults is rising consistently. The reverse is being witnessed in alcohol over the same period

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The Evolving Cannabis Market Offers Limitless Opportunities

Defeat Of Marijuana Banking Bill Will Hurt Job Growth And Economy

The Challenges of Building a Brand in a Highly Regulated Market

Big Alcohol Prepares For The Green Wave

Canna-curious? These 3 Qualities Are Essential for a Success in the Industry

A Top Cannabis Private Equity Fund Manager Reveals How He Picks Companies To Invest In Legal weed companies

could rake in billions. So why don't people want to work for them?

Keeping Hands Off Weed Lets Startup Thrive in Volatile Pot World

Canada Could Make Billions from Legal Pot

Following the cannabis money trail

KushCo Expands GloballyKush Bottles CEO discusses company's growth and industry outlook for 2018

MEDIA KushCo’s media objective is to be a thought leader and educator as well as share insight into the trends through our regular column with Forbes and Entrepreneur.com. This is in addition to regularly being featured in a variety of publications.

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