PART II AND III

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF ANY SUCH STATE. WE MAY ELECT TO SATISFY OUR OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF OUR SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

PRELIMINARY OFFERING CIRCULAR

10,000,000 Shares of Class A common stock ($10,000,000)

The date of this Preliminary Offering Circular is September 20, 2016

We are following the Offering Circular format prescribed by Part II of Form 1-A.

We are offering 10,000,000 shares of Class A common stock. See “Plan of Distribution” and “Securities Being Offered” for a description of our capital stock.

GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(D)(2)(I)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO WWW.INVESTOR.GOV.

There is currently no trading market for our common stock.

These are speculative securities. Investing in our shares involves significant risks. You should purchase these securities only if you can afford a complete loss of your investment. See “Risk Factors” beginning on page 3.

	Price to Public		Underwriting discounts and commissions (1)		Proceeds to issuer (2)		Proceeds to other persons (3)
Per share:	$	1.00	$	0.00	$	0.70	$	0.30
Total	$	10,000,000	$	0.00	$	7,000,000	$	3,000,000

(1) The shares will be offered on a “best-efforts” basis by our officers, directors and employees, and we do not intend to use commissioned sales agents or underwriters.

(2) Does not include expenses of the offering, including costs of blue sky compliance, legal fees, accounting fees, fees to be paid to FundAmerica, LLC for certain administrative services to be provided in connection with this offering, fees paid to Provident Trust Group, LLC for certain escrow services and costs of posting offering information on StartEngine Crowdfunding, Inc., estimated to be $230,000 in the aggregate. For more information about the expenses of this offering, please see the section entitled, “Plan of Distribution and Selling Securityholders.”

(3) Represents estimated net proceeds to certain selling securityholders, including our Chief Executive Officer, Arie Trouw, who plan to sell up to 30% of the 10,000,000 shares of Class A common stock offered in this offering. For more information about Mr. Trouw’s equity holdings in the Company, including his and other selling securityholders’ intention to sell certain shares of Class A common stock in this offering, please see the section entitled, “Plan of Distribution and Selling Securityholders.”

The United States Securities and Exchange Commission (the “Commission”) does not pass upon the merits of or give its approval to any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering circular or other solicitation materials. These securities are offered pursuant to an exemption from registration with the Commission; however, the Commission has not made an independent determination that the securities offered are exempt from registration.

Arie Trouw

Chief Executive Officer

XY - the Findables Company

1133 Columbia Street #205

San Diego, CA 92101

(760) 994-9537

http://www.xyfindit.com/

Copies to:

Amit Singh, Esq.

Kelsey Chase, Esq.

Stradling Yocca Carlson & Rauth, P.C.

4365 Executive Drive, Suite 1500

San Diego, CA 92121

(858) 926-3000

TABLE OF CONTENTS

OFFERING SUMMARY	1
RISK FACTORS	3
DILUTION	17
PLAN OF DISTRIBUTION AND SELLING SECURITYHOLDERS	19
USE OF PROCEEDS	21
BUSINESS	22
PROPERTIES	25
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	26
DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES	30
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS	32
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS	33
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS	34
SECURITIES BEING OFFERED	35
FINANCIAL STATEMENTS

OFFERING SUMMARY

The following summary highlights selected information contained in this Offering Circular. This summary does not contain all the information that may be important to you. You should read the more detailed information contained in this Offering Circular, including, but not limited to, the risk factors beginning on page 6. Unless the context indicates otherwise, as used in this Offering Circular, the terms “XY,” “we,” “us,” “our” and the “Company” refer to XY - the Findables Company, a Delaware corporation, and its subsidiaries taken as a whole, unless otherwise noted.

Our Company

XY - the Findables Company (“XY” or the “Company”), is a corporation organized under the laws of the State of Delaware. On May 27, 2016 we converted from a Delaware limited liability company to a Delaware corporation pursuant to applicable conversion statutes of the Delaware General Corporation Law. Our principal executive offices are located at 1133 Columbia Street #205 San Diego, California 92101, and our telephone number is (760) 994-9537. Our website address is http://www.xyfindit.com/. The information contained on, or that can be accessed through, our website is not a part of this Offering Circular. Investors should not rely on any such information in deciding whether to purchase shares of our Class A common stock. We have included our website address in this Offering Circular solely as an inactive textual reference.

This Offering

Securities offered	10,000,000 shares of Class A common stock ($10,000,000)
Common stock outstanding before the offering (1)	32,670,627 shares
Common stock outstanding after the offering (1)(2)	42,670,627 shares
Use of proceeds	The net proceeds of this offering will be used primarily for general corporate purposes, including working capital.
Risk factors	Investing in our shares involves a high degree of risk. As an investor you should be able to bear a complete loss of your investment. You should carefully consider the information set forth in the “Risk Factors” section of this Offering Circular.

(1) Includes both shares of Class A common stock and Class B common stock but does not include 1,677,700 shares of Class A common stock issuable upon exercise of outstanding options held by certain employees and other service providers of the Company as of May 31, 2016 .

(2) Assumes the sale of 10,000,000 shares of Class A common stock.

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AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF SUCH STATE. WE MAY ELECT TO SATISFY OUR OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF OUR SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

THIS OFFERING CIRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE.

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RISK FACTORS

An investment in our shares involves a high degree of risk and many uncertainties. You should carefully consider the specific factors listed below, together with the cautionary statement that follows this section and the other information included in this Offering Circular, before purchasing our shares in this offering. If one or more of the possibilities described as risks below actually occur, our operating results and financial condition would likely suffer and the trading price, if any, of our shares could fall, causing you to lose some or all of your investment. The following is a description of what we consider the key challenges and material risks to our business and an investment in our securities.

RISKS RELATED TO OUR BUSINESS AND INDUSTRY

We have a limited operating history and are focused on growth.

Our limited operating history makes evaluating the business and future prospects difficult, and may increase the risk of your investment. XY was formed in 2012 as a limited liability company organized under the laws of the State of Delaware under the name “Ength Degree LLC” and we have not yet reached annual profitability and may never reach such profitability. Currently we are focused on growth through expanding our product line, technology, and marketshare, including bringing our XY 3 and XY GPS products to market and expanding our marketing and sales efforts around those products. For more information about our corporate history, please see the section entitled “Business.” We intend in the longer term to derive substantial revenues from the sales of XY3, XY GPS and the rest of our Findable™ product line. XY GPS is in development and we do not expect to start delivering it to customers until June 2016 at the earliest.

We depend on sales of our findable devices for substantially all of our revenue, and any decrease in the sales of these products would harm our business.

To date, substantially all of our revenue has been derived from sales of our findable devices and we expect to continue to derive the substantial majority of our revenue from sales of such devices for the foreseeable future. As used in this offering statement, a “findable device” means a small device that uses one of many technologies, including Bluetooth, Cellular, GPS, NFC, or other technologies, that, when attached to a mundane item allows that item to be located and tracked with a smartphone or other remote device.

A decline in the price of these products, whether due to macroeconomic conditions, competition or otherwise, or our inability to increase sales of these products, would harm our business and operating results. Any decrease in the sales of our findable devices would harm our business. While we are evaluating other products and services to add to our offerings and may execute on such opportunities, we expect sales of findable devices to represent a substantial portion of our revenue for the foreseeable future. As a result, our future growth and financial performance will depend heavily on our ability to develop and sell enhanced versions of our findable devices. If we fail to deliver product enhancements, new releases or new products that our customers want, our business and results of operations would be harmed.

Our independent registered public accounting firms’ reports on the Company’s financial statements questions the Company’s ability to continue as a going concern.

The Company’s independent registered public accounting firm’s report on the Company’s financial statements for the years ended December 31, 2015 and 2014 expresses doubt about the Company’s ability to continue as a going concern. The report includes an explanatory paragraph stating that the Company has suffered recurring losses, used significant cash in support of its operating activities and, based on its current operating levels, requires additional capital or significant restructuring to sustain its operation for the foreseeable future. There is no assurance that the Company will be able to obtain sufficient additional capital to continue its operations and to alleviate doubt about its ability to continue as a going concern. If the Company obtains additional financing, such funds may not be available on favorable terms and likely would entail considerable dilution to existing stockholders. Any debt financing, if available, may involve restrictive covenants that restrict the Company’s ability to conduct its business. It is extremely remote that the Company could obtain any financing on any basis that did not result in considerable dilution for stockholders. Inclusion of a “going concern qualification” in the report of the Company’s

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independent accountants or in any future report may have a negative impact on its ability to obtain debt or equity financing and may adversely impact its stock price. For more information about the Company’s ability to continue to operate as a going concern, please see Note 2 to our Consolidated Financial Statements.

It is anticipated that we will experience an increase in operating costs prior to the launch of XY GPS.

To bring XY GPS to market, we anticipate spending approximately $1.1 million on development, tooling, initial manufacturing, business development and marketing costs. However, such costs may end up being higher than anticipated. We expect that many of these costs will be fixed for a product launch and then recovered by sales volume in the months that follow.

As the market for findable devices grows, the marketing and advertising costs required to stay competitive will grow accordingly. If we are unable to maintain our margins to generate additional funds to continue marketing, our sales channels could lose efficiency.

To maximize margins, XY must compete on features and product quality over price point. If we lose our competitive edge in respect of features and product quality, we may be forced to compete strictly on price and marketing only, which may greatly decrease our margins and our business prospects could be substantially harmed.

If we are unable to continue to produce our devices at a low cost, our customers may choose to forgo purchasing our findable devices altogether.

The cost of manufacturing our XY devices requires the sale of a substantial volume of such devices in order to reduce the cost of goods sold and increase our margins. If we cannot maintain the sale of sufficient volume to remain competitive, then our manufacturing costs will increase relative to our competitors’ manufacturing cost, making it difficult to compete. Additionally, world market conditions or not mitigating domestic and international taxes and tariffs may significantly increase our cost of goods sold and adversely affect our competitive position with respect to the competition.

We expect that the point at which we can attain sustainable margins over our cost of goods sold is when we sell at least 100,000 units per year for any one of our devices. In addition, as tooling costs are greater for XY GPS as compared to our other devices, the failure to sell substantial volume of XY GPS may adversely affect our operating results and overall financial condition.

We will require substantial additional financing to market and promote XY3 and XY GPS, and a failure to obtain this necessary capital when needed on acceptable terms, or at all, could force us to delay, limit, reduce or terminate our commercialization efforts, product development or other operations.

Since our inception and as of April 30, 2016, we have invested approximately $1.1 million in the research, development and production of XY1, XY2, and XY3, as well as related technologies, which will continue to require substantial funds. We have funded our operations primarily through a Kickstarter Campaign, which has raised approximately $200,000 as of May 31, 2016, proceeds resulting from certain promissory notes issued under a credit agreement with our Chief Executive Officer, Arie Trouw, of approximately $3.4 million, which notes were converted into shares of our Class B common stock, and sales of XY1 and XY2. We believe that we will continue to expend substantial resources for the foreseeable future for the commercialization of XY3 and XY GPS and the development of Bluetooth, NFC, 3G and GPS findable technologies. These expenditures will include costs associated with marketing and selling any products approved for sale, manufacturing and complying with applicable regulations. We cannot estimate with reasonable certainty the actual amounts necessary to successfully complete the development and commercialization of XY3, XY GPS or the rest of the product line.

We may have difficulty in accurately predicting our future customer demand which could adversely affect our operating results.

To ensure adequate inventory supply and meet the demands of our retailers and distributors, we must forecast inventory needs and place orders with our contract manufacturers and component suppliers based on our estimates

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of future demand for particular products. We recently began producing our products in substantial volumes, and we have experienced rapid growth. We may be unable to meet customer, retailer or distributor demand for our products or may be required to incur higher costs to secure the necessary production capacity and components. We could also overestimate future sales of our products and risk carrying excess product and component inventory. Further, our ability to accurately forecast demand for our products could be affected by other factors, including product introductions by competitors, unanticipated changes in general market demand, macroeconomic conditions or consumer confidence. If we fail to continue to develop the infrastructure that enables us to accurately forecast customer demand for our products, our business and operating results could be adversely affected.

To remain competitive and stimulate customer demand, we must successfully manage frequent product introductions and transitions.

We believe that we must continually develop and introduce new products, enhance our existing products and effectively stimulate customer demand for new and upgraded products. Our research and development efforts are complex and require us to incur substantial research and development expense, and we anticipate that research and development expense will increase in the future. We may not be able to achieve an acceptable returns, if any, on our research and development efforts. Further, any failure to complete product transitions effectively could harm our brand. The success of new product introductions depends on a number of factors including, but not limited to, timely and successful research and development, market and customer acceptance, the effective forecasting and management of product demand, purchase commitments and inventory levels, the management of manufacturing and supply costs, and the risk that new products may have quality or other defects in the early stages of introduction.

We operate in a highly competitive market. If we do not compete effectively, our prospects, operating results and financial condition could be adversely affected.

The findable device market is highly competitive, with companies offering a variety of competitive products and services. We expect competition in our market to intensify in the future as new and existing competitors introduce new or enhanced products and services that are potentially more competitive than our products and services. The findable device market has a multitude of participants, including specialized consumer electronics companies, such as Tile, Inc. (“Tile”) and TrackR, Inc. (“TrackR”). In addition, many large, broad-based consumer electronics companies either compete in our market or adjacent markets or have announced plans to do so, including Garmin Ltd. Our competitors and potential competitors may also be able to develop products or services that are equal or superior to ours, achieve greater market acceptance of their products and services, and increase sales by utilizing different distribution channels than we do. Some of our competitors may aggressively discount their products and services in order to gain market share, which could result in pricing pressures, reduced profit margins, lost market share or a failure to grow market share for us. If we are not able to compete effectively against our current or potential competitors, our prospects, operating results and financial condition could be adversely affected.

Historically we have depended on a limited number of customers for a significant percentage of our revenue and the loss of a major customer could adversely affect on our financial condition.

A limited number of customers comprised approximately 42% of the Company’s sales for the year ended December 31, 2015; however, there were no such sales concentrations for the year ended December 31, 2014. The loss of one or more of such major customers may cause our revenue to fluctuate from quarter to quarter and is therefore difficult to estimate, and any cancellation of orders or any acceleration or delay in anticipated product purchases or the acceptance of shipped products by our larger customers could materially affect our revenue and results of operations. We may be unable to sustain or increase our revenue from our larger customers or offset the discontinuation of concentrated purchases by our larger customers with purchases by new or existing customers. We expect that such concentrated purchases will continue to contribute materially to our revenue for the foreseeable future and that our results of operations may fluctuate materially as a result of such larger customers’ buying patterns. The loss of such customers, or a significant delay or reduction in their purchases, could materially harm our business, financial condition, results of operations and prospects.

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If we are unable to anticipate and satisfy consumer preferences in a timely manner, our business may be adversely affected.

Our success depends on our ability to anticipate and satisfy consumer preferences in a timely manner. All of our products are subject to changing consumer preferences that cannot be predicted with certainty. Consumers may decide not to purchase our products and services as their preferences could shift rapidly to different types of findable devices or away from these types of products and services altogether, and our future success depends in part on our ability to anticipate and respond to shifts in consumer preferences. In addition, our newer products and services that have additional features, such as 3G and GPS, may have higher prices than many of our earlier products and the products of some of our competitors, which may not appeal to consumers or only appeal to a smaller subset of consumers. It is also possible that competitors could introduce new products and services that negatively impact consumer preference for our findable devices, which could result in decreased sales of our products and services and a loss in market share. Accordingly, if we fail to anticipate and satisfy consumer preferences in a timely manner, our business may be adversely affected.

If we are unable to expand our apps to new devices and third-party platforms, our business could be adversely affected.

The number of people who access online services through mobile phones and tablets offered by various third parties has increased dramatically in the past few years. As new devices and new third-party platforms are continually being released, it is difficult to predict the challenges we may encounter in developing new versions of our apps for use on these alternative devices and third-party platforms, and we may need to devote significant resources to the creation, support and maintenance of our apps on such devices and third-party platforms. If we are unable to successfully expand the devices and third-party platforms on which our services are available or if the apps that we create for alternative devices and third-party platforms are not compelling to our members or subscribers, our business will suffer.

Our growth depends in part on our penetrating additional consumer markets, and we may not be successful in doing so.

We believe that our future growth depends not only on continuing to reach a demographic, which includes users of Apple and Android products, women between the ages of 25 and 35, users of smartphones, as well as individuals who carry keys or key rings in their daily lives, but also on broadening our customer base to include a more diverse group of consumers seeking to protect and keep from becoming lost certain important and essential items in their daily lives. While we are investing in sales and marketing activities to reach this expanded market, we cannot be assured that we will be successful in doing so. If we are not successful in penetrating additional consumer markets, we might not be able to grow our market share and revenue.

If we do not effectively maintain and further develop our sales channels, including developing and supporting our retail sales channel, our business could be harmed.

As a consumer-facing company, we depend upon effective sales channels to reach the consumers who are the ultimate purchasers of our findable devices. In the United States, we primarily sell our products directly through a mix of online and physical retail channels, including Walmart (online only), BestBuy (online only), Brookstone, Sharper Image, Zulily, Birchbox, our own XY website, mid-market and specialty retailers, and we reach certain U.S. markets through distributors. In international markets, including Mexico, Denmark, Spain, the United Kingdom and other European countries, we primarily sell through distributors who in turn sell to local retailers. Our international sales currently account for approximately 5%-10% of our overall sales; however, in light of management’s belief that international demand for our products will grow, management expects that international sales will eventually climb to 50% of overall sales.

We depend on retailers to provide adequate and attractive space for our products and point-of-purchase (“POP”) displays in their online and physical stores. We further depend on our retailers to employ, educate and motivate their sales personnel to effectively sell our products, as well as maintain an adequate technical team to manage online purchases of our products. If our retailers do not adequately display our products, choose to promote competitors’ products over ours or do not effectively explain to customers the advantages of our products, our sales could decrease and our business could be harmed. Similarly, our business could be adversely affected if any of our large retail customers were to experience financial difficulties or change the focus of their businesses in a way that deemphasized the sale of our products.

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If we do not effectively maintain and further develop our relationships with distributors, our business could be harmed.

We depend on our distributors to reach certain market segments in the United States and to reach our international retailers. Our distributors generally offer products from several different manufacturers. Accordingly, we are at risk that these distributors may give higher priority to selling other companies’ products. If we were to lose the services of a distributor, we might need to find another distributor in that area, and there can be no assurance of our ability to do so in a timely manner or on favorable terms. Further, our distributors build inventories in anticipation of future sales, and if such sales do not occur as rapidly as they or we anticipate, our distributors will decrease the size of their future product orders and may return any unsold inventory in exchange for the original purchase price. We are also subject to the risks of our distributors encountering financial difficulties, which could impede their effectiveness and also expose us to financial risk if they are unable to pay for the products they purchase from us. Any reduction in sales by our current distributors, loss of key distributors or decrease in revenue from our distributors could adversely affect our revenue, operating results and financial condition.

We rely on a limited number of suppliers, contract manufacturers, and logistics providers, and each of our products is manufactured by a primary contract manufacturer.

We rely on a limited number of suppliers, contract manufacturers, and logistics providers. In particular, we use contract manufacturers located in China, and each of our products currently are manufactured by a primary contract manufacturer, Factory Method, LLC (“Factory Method”), a company based in the United States with operations in China. Factory Method is our primary contract manufacturer of the majority of our devices; however, we also work with SMK Electronics Corporation (“SMK”), a company based in the United States with operations in Asia. Our reliance on major contract manufacturers for each of our products increases our risks since we do not currently have any alternative or replacement manufacturers. In the event of an interruption from a contract manufacturer, we may not be able to develop alternate or secondary sources without incurring material additional costs and substantial delays. Furthermore, these risks could materially and adversely affect our business if one of our contract manufacturers is impacted by a natural disaster or other interruption at a particular location because each of our contract manufacturers produces our products from a single location. In addition, some of our suppliers, contract manufacturers and logistics providers may have more established relationships with our competitors and potential competitors, and as a result of such relationships, such suppliers, contract manufacturers and logistics providers may choose to limit or terminate their relationship with us.

If we experience significantly increased demand, or if we need to replace an existing supplier, contract manufacturer, or logistics provider, we may be unable to supplement or replace such supply, contract manufacturing, or logistics capacity on terms that are acceptable to us, which may undermine our ability to deliver our products to customers in a timely manner. For example, for certain of our products, it may take a significant amount of time to identify a contract manufacturer that has the capability and resources to build the product to our specifications in sufficient volume. Identifying suitable suppliers, contract manufacturers and logistics providers is an extensive process that requires us to become satisfied with their quality control, technical capabilities, responsiveness and service, financial stability, regulatory compliance, and labor and other ethical practices. Accordingly, a loss of any key supplier, contract manufacturer or logistics provider could adversely impact our revenue and operating results.

We have limited control over our suppliers, contract manufacturers and logistics providers, which subjects us to significant risks, including the potential inability to obtain or produce quality products on a timely basis or in sufficient quantity.

Currently, Factory Method is our only manufacturer for XY3, and if Factory Method or one of its subcontractors fails to deliver or perform under the terms and conditions of our agreement with Factor Method, we would be forced to source manufacturing services elsewhere which could delay our ability to sell our products, thereby adversely impacting our revenue and operating results. We expect to engage other manufacturing partners during the next two years to diversify our exposure to a single manufacturer and reduce the risk of delayed manufacturing and supply chain processes.

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Any material disruption of our information systems could adversely affect our operating results.

We are increasingly dependent on information systems to operate our smartphone application, ecommerce website, process transactions, respond to customer inquiries, manage our supply chain and inventory, ship goods on a timely basis and maintain cost-efficient operations. Any material disruption or slowdown of our systems, including a disruption or slowdown caused by our failure to successfully upgrade our systems, system failures, viruses, computer “hackers” or other causes, could cause delays in our supply chain or cause information, including data related to customer orders, to be lost or delayed which could result in delays in the delivery of merchandise to our stores and customers or lost sales, especially if the disruption or slowdown occurred during the holiday season. Any of these events could reduce demand for our products, impair our ability to complete sales through our ecommerce channels and cause our revenue to decline. If changes in technology cause our information systems to become obsolete, or if our information systems are inadequate to handle our growth, we could lose customers or our business and operating results could be adversely affected.

Changes in the government regulation of our wireless location products or wireless carriers could harm our business.

Our products, wireless carriers and other components of the communications industry are subject to domestic government regulation by the Federal Communications Commission (the “FCC”), as well as state agencies and through the availability of statutory damages and class action lawsuits for violations of applicable laws. Moreover, we expect that many of our users will carry and use our devices (including the XY smartphone application) on airplanes, including using our devices to help locate luggage. While management currently does not believe that our devices (including the XY smartphone application) will interfere with everyday air travel or violate any federal regulations of the Federal Aviation Authority (the “FAA”), the FAA has broad authority to address airline safety issues, including regulating the items that can be carried aboard and used on an airplane, which may include our devices.

With respect to our business outside of the United States, we primarily are regulated by the European Commission and other international regulatory bodies. If we are unable to satisfy all of the regulations of the FCC or any other regulatory body, we could be prevented from releasing one or more of our products, which could materially and adversely affect our future revenues. In addition, any delay in obtaining FCC and other regulatory approval could likewise have a negative impact on our business and on our relationships with our customers. These regulatory bodies could enact regulations that affect our products or the service providers which distribute our products, such as limiting the scope of the service providers’ market, capping fees for services provided by them or imposing communication technology standards which impact our products. The scope and interpretation of the laws are continuously evolving and developing and if we fail to comply with these laws or regulations or if we become liable under these laws or regulations, we could be harmed by incurring substantial litigation costs or paying adverse judgments or rulings, and we may be forced to implement new marketing methods, which may be costly or ineffective.

Any material disruption of our software systems could adversely affect our operating results.

We are heavily reliant on our software-as-a-service, or SaaS, enterprise resource planning systems to conduct our order and inventory management and financial processes. As we expand our operations, we expect to utilize additional systems and service providers that may also be essential to managing our business. Although the systems and services that we require are typically available from a number of providers, it is time consuming and costly to qualify and implement these relationships. Therefore, our ability to manage our business would suffer if one or more of our providers suffer an interruption in their business, or experience delays, disruptions or quality control problems in their operations, or we have to change or add systems and services. We may not be able to control the quality of the systems and services we receive from third-party service providers, which could impair our ability to implement appropriate internal controls over financial reporting and may impact our business, operating results and financial condition.

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Our products depend on continued availability of GPS and cellular wireless telecommunications systems.

Our products use existing GPS and cellular wireless telecommunications systems to identify the position of our products. Any temporary or permanent change in the availability of these systems, or any material change in the existing infrastructure and our ability to access those systems, could harm customer goodwill, result in increased systems failures requiring repairs and delay our customer responsiveness to related issues, which in turn would materially and adversely affect our business, operating results and financial condition. In addition, although our devices currently run on a 2G network, we expect that all of our devices will operate on a 3G network within five years. At such time, we expect to allow users with 2G –enabled devices to upgrade to a 3G network at a discounted rate.

We may be subject to product liability or warranty claims that could result in significant direct or indirect costs, or we could experience greater product returns from retailers than expected, which could harm our business and operating results.

We generally provide a one year warranty on all of our products, except in countries in the European Union, where we provide a two year warranty on all of our products. The occurrence of any material defects in our products could make us liable for damages and warranty claims in excess of our current reserves. In addition, we could incur significant costs to correct any defects, warranty claims or other problems, including costs related to product recalls. Any negative publicity related to the perceived quality of our products could affect our brand image, decrease retailer, distributor and customer demand, and adversely affect our operating results and financial condition. Also, while our warranty is limited to repairs and returns, warranty claims may result in litigation, the occurrence of which could adversely affect our business and operating results.

In addition, currently we offer a 100% satisfaction guarantee on all of our products to enhance our customer goodwill. If a substantial amount of our customers are not satisfied with our products and opt for refunds, our business, including our operating results and financial condition, could be harmed, and we may be forced to implement new marketing methods, which may be costly or ineffective. Also, if we decide to change our 100% satisfaction guarantee offering, our customer goodwill may be harmed which could adversely impact our and operating results and marketing strategy.

Failure to protect our intellectual property rights could impair our ability to protect our proprietary technology and our brands.

We currently rely on patent, trademark, copyright and trade secret laws, trade secret protection and confidentiality or license agreements with our employees, customers, partners and others to protect our intellectual property rights. Our success and ability to compete depend, in part, on our ability to protect our intellectual property, including our proprietary technology, products and our brands. If we are unable to protect our proprietary rights adequately, our competitors could use the intellectual property we have developed to enhance their own products and services, which could harm our business.

In order to monitor and protect our intellectual property rights, we may be required to expend significant resources. Litigation brought to protect and enforce our intellectual property rights could be costly, time-consuming and distracting to management and could result in the impairment or loss of portions of our intellectual property, or require us to pay costly royalties. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights. Accordingly, we may not be able to prevent third parties from infringing upon or misappropriating our intellectual property. Our failure to secure, protect and enforce our intellectual property rights could adversely affect our business and operating results.

We received a cease and desist letter from Tile related to certain claims of infringement of Tile’s website intellectual property and unfair competition.

On May 16, 2016, we received a cease and desist letter from Tile, one of our main competitors, related to claims that we have infringed on the intellectual property rights with respect to Tile’s website and our advertising methods amount to unfair competition. While management strongly disagrees with the claims set forth in the letter and will vehemently defend such claims on behalf of the Company, settlements or judgments involving a controversy with Tile could limit our ability to conduct business, which could increase our cost of doing business and limit our prospects for future growth.

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We may be sued by third parties for alleged infringement of their proprietary rights.

There is considerable patent, trademark, copyright, trade secret and other intellectual property development activity in our industry. Our success depends, in part, on our not infringing upon the intellectual property rights of others. Our competitors, as well as a number of other entities and individuals, may own or claim to own intellectual property relating to our technology or software solutions. From time to time, our competitors or other third parties may claim that we are infringing upon their intellectual property rights. However, we may be unaware of the intellectual property rights that others may claim cover some or all of our technology or software solutions. Any claims or litigation, regardless of merit, could cause us to incur significant expenses and, if successfully asserted against us, could require that we pay substantial damages, settlement costs or ongoing royalty payments, require that we comply with other unfavorable license and other terms, or prevent us from offering our software solutions in their current form. Even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the attention of our management and key personnel from our business operations and harm our operating results.

The name “XY” may be deemed generic and may not be protected by our intellectual property rights and we may become subject to claims for alleged infringement of third party trademark rights related to such name.

If we are not successful in arguing that there is no likelihood of confusion between our marks and the marks that are the subject of the other applications or registrations owned by third parties, our trademark applications may be denied, preventing us from obtaining trademark registrations and adequate protection for our marks in the relevant jurisdictions, which could impact our ability to build our brand identity and market our products and services in those jurisdictions. In addition, third parties may claim that the use of “XY” in our business infringes their rights. As a result, we could be forced to pay significant settlement costs or cease the use of these trademarks and associated elements of our brand in the United States or other jurisdictions.

Even in those jurisdictions where we are able to register our trademarks, competitors may adopt or apply to register similar trademarks to ours, may register domain names that mimic ours or incorporate our trademarks, or may purchase keywords that are identical or confusingly similar to our brand names as terms in Internet search engine advertising programs, which could impede our ability to build our brand identity and lead to confusion among potential customers of our products and services. If we are not successful in proving that we have prior rights in our marks and arguing that there is a likelihood of confusion between our marks and the marks of these third parties, our inability to prevent these third parties from continuing to use our marks or confusingly similar marks may negatively impact the strength, value and effectiveness of our brand names and our ability to market our products and prevent consumer confusion.

The laws of certain countries do not protect intellectual property and proprietary rights to the same extent as the laws of the United States and, therefore, in certain jurisdictions, we may be unable to protect our products, services, technologies and designs adequately against unauthorized third-party copying, infringement or use, which could adversely affect our competitive position.

To protect or enforce our intellectual property rights, we may initiate proceedings or litigation against third parties in countries within Asia, Europe and the United States. Such proceedings or litigation may be necessary to protect our trade secrets or know-how, products, technologies, designs, brands, reputation, likeness, authorship works or other intellectual property rights. Such proceedings or litigation also may be necessary to determine the enforceability, scope and validity of the proprietary rights of others. Any proceedings or lawsuits that we initiate could be expensive, take significant time and divert management’s attention from other business concerns. Additionally, we may provoke third parties to assert claims against us. These claims could invalidate or narrow the scope of our own intellectual property rights. We may not prevail in any proceedings or lawsuits that we initiate and the damages or other remedies awarded, if any, may be commercially valueless. The occurrence of any of these events may adversely affect our business, financial condition and operating results.

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We are highly dependent on our Chief Executive Officer.

Our future success depends in significant part on the continued service of our Chief Executive Officer, Arie Trouw. Mr. Trouw is critical to the strategic direction and overall management of our company as well as our research and development process. Mr. Trouw is an at-will employee and there are no vesting restrictions on any of the shares of Class B common stock that he owns. The loss of Mr. Trouw could adversely affect our business, financial condition and operating results.

We depend on key personnel to operate our business. If we are unable to retain, attract and integrate qualified personnel, our ability to develop and successfully grow our business could be harmed.

In addition to the continued services of Mr. Trouw, we believe that our future success is highly dependent on the contributions of our other executive officers, as well as our ability to attract and retain highly skilled and experienced sales, research and development and other personnel in the United States and abroad.

All of our employees, including our executive officers, are free to terminate their employment relationship with us at any time, and their knowledge of our business and industry may be difficult to replace. If one or more of our executive officers or key employees leaves, we may not be able to fully integrate new personnel or replicate the prior working relationships, and our operations could suffer. Qualified individuals are in high demand, and we may incur significant costs to attract them. Many of the companies with which we compete for experienced personnel have greater resources than we do. Competition for qualified personnel is particularly intense in Southern California and the West Coast in general, where our headquarters are located. If we are unable to attract and retain highly skilled personnel, we may not be able to achieve our strategic objectives, and our business, financial condition and operating results could be adversely affected.

An economic downturn or economic uncertainty in our key markets may adversely affect consumer discretionary spending and demand for our products.

Our products are discretionary items for consumers. Factors affecting the level of consumer spending for such discretionary items include general market conditions, macroeconomic conditions and other factors such as consumer confidence, the availability and cost of consumer credit, levels of unemployment and tax rates. As global economic conditions continue to be volatile or economic uncertainty remains, trends in consumer discretionary spending also remain unpredictable and subject to reductions due to credit constraints and uncertainties about the future. Unfavorable economic conditions may lead consumers to delay or reduce purchases of our products. Consumer demand for our products may not reach our sales targets, or may decline, when there is an economic downturn or economic uncertainty. Our sensitivity to economic cycles and any related fluctuation in consumer demand could adversely affect our business, financial condition and operating results.

Consumers may be injured while using our products to find their personal items, and we may be exposed to claims, or regulations could be imposed, which could adversely affect our brand, operating results and financial condition.

Consumers use our products, including our electronic smartphone application, to assist them in finding items of personal property that are lost or missing, which may carry the risk of significant injury. We may be subject to claims if consumers are injured while using our products, including our electronic smartphone application. Although we maintain insurance to help protect us from the risk of any such claims, such insurance may not be sufficient or may not to apply to all situations. In addition, lawmakers or governmental agencies may pass laws or adopt regulations that limit the use of our products or increase our liability associated with the use of our products. Any of these events could adversely affect our brand, operating results or financial condition.

We collect, store, process, and use personal information and other customer data, which subjects us to governmental regulation and other legal obligations related to privacy, information security, and data protection, and any security breaches or our actual or perceived failure to comply with such legal obligations could harm our brand and our reputation in the marketplace.

Changing regulations and laws governing the Internet, data privacy, data protection and ecommerce transactions (including taxation, pricing and electronic communications) could impede the growth of our ecommerce

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business, increase our cost of doing business and limit our ability to collect and use information collected from our customers. Further, new regulations limiting our ability to collect, use and disclose customer data, or imposing additional requirements with respect to the retention and security of customer data, could limit our marketing activities and could adversely affect our business and financial condition.

In our ecommerce services, we process, store and transmit customer data. We also collect customer data through certain marketing activities. Failure to prevent or mitigate data loss or other security breaches, including breaches of our vendors’ technology and systems, could expose us or our customers to a risk of loss or misuse of such information, adversely affect our operating results, result in litigation or potential liability for us and otherwise harm our business. Further, we are subject to general business regulations and laws, as well as regulations and laws specifically governing the Internet, ecommerce and electronic devices. Existing and future laws and regulations, or new interpretations of these laws, may adversely affect our ability to conduct our ecommerce business.

If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud. As a result, current and potential stockholders could lose confidence in our financial reporting, which would harm our business and the trading price of our stock.

Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. If we cannot provide reliable financial reports or prevent fraud, our brand and operating results could be harmed. We cannot be certain that our controls over financial reporting will ensure that we implement and maintain adequate controls over our financial processes and reporting in the future. Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations. Inferior internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the price of our stock.

A portion of the proceeds raised from this offering will be distributed to Arie Trouw and certain other selling securityholders.

Certain of our stockholders, including our Chief Executive Officer, Arie Trouw, will sell in the aggregate up to approximately $3 million of shares of Class A common stock in this offering. As a result, the net proceeds to the Company from the sale of shares of Class A common stock sold in this offering will be reduced by such amount. For more information about certain selling securityholders, please see the section of this Offering Circular entitled, “Plan of Distribution and Selling Securityholders.”

We may not be able to secure additional financing on favorable terms, or at all, to meet our future capital needs.

In the future, we may require additional capital to respond to business opportunities, challenges, acquisitions or unforeseen circumstances and may determine to engage in equity or debt financings or enter into credit facilities for other reasons. We may not be able to timely secure additional debt or equity financing on favorable terms, or at all. If we raise additional funds through the issuance of equity or convertible debt or other equity-linked securities, our existing stockholders could suffer significant dilution. Any debt financing obtained by us in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to grow or support our business and to respond to business challenges could be significantly limited.

We have to keep up with rapid technological change to remain competitive.

Our future success will depend on our ability to adapt to rapidly changing technologies, to adapt our services to evolving industry standards and to improve the performance and reliability of our services. Our failure to adapt to such changes would harm our business. New technologies could adversely affect us. In addition, the widespread adoption of new Internet, networking or telecommunications technologies or other technological changes could require substantial expenditures to modify or adapt our services or infrastructure.

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Catastrophic events or political instability could disrupt and cause harm to our business.

Our headquarters is located in San Diego, California, an area susceptible to earthquakes. A major earthquake or other natural disaster, fire, act of terrorism or other catastrophic event in California or elsewhere that results in the destruction or disruption of any of our critical business operations or information technology systems could severely affect our ability to conduct normal business operations and, as a result, our future operating results could be harmed.

Our key manufacturing, supply and distribution partners have global operations in China, as well as the United States. Political instability or catastrophic events in any of those countries could adversely affect our business in the future, our financial condition and operating results.

RISKS RELATED TO THE SECURITIES BEING OFFERED

There has been no prior market for our Class A common stock, our stock price may be volatile or may decline regardless of our operating performance, an active public trading market may not develop or be sustained following this offering, and you may not be able to resell your shares at or above the public offering price.

There has been no public market for our Class A common stock prior to this offering. If you purchase shares of our Class A common stock in this offering, you may not be able to resell those shares at or above the initial offering price. An active market for our Class A common stock may not develop upon the closing of this offering or, if it does develop, it may not be sustainable. The trading prices of the securities of companies that have offered their securities to the public have historically been highly volatile. The market price of our Class A common stock may fluctuate significantly in response to numerous factors, many of which are beyond our control.

The dual class structure of our common stock will have the effect of concentrating voting control primarily with our Chief Executive Officer, as well as directors and other employees; this will limit or preclude your ability to influence corporate matters and may make our Class A common stock less attractive to some investors or otherwise harm our stock price.

Our Class B common stock has 10 votes per share and our Class A common stock, which is the stock we are offering in this offering, has 1 vote per share. Stockholders who hold shares of Class B common stock will hold more than 90% of the voting power of our outstanding capital stock following this offering. Our executive officers and directors and their affiliates will hold more than 90% of the outstanding voting power, with Mr. Trouw, our Chief Executive Officer, holding approximately 83% of the outstanding voting power, and, therefore, assuming no material sales of such shares, they will be able to control all matters submitted to our stockholders, including the election of directors, amendments of our organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transaction. This concentrated control will limit or preclude your ability to influence corporate matters for the foreseeable future and may prevent or discourage unsolicited acquisition proposals or offers for our capital stock that you may feel are in your best interest as one of our stockholders. As a result, the market price of our Class A common stock could be adversely affected.

Holders of shares of our Class A common stock must vote their shares to approve of certain future events if stockholders representing 51% of the voting right represented by the Company’s shares approve of such events.

Each purchaser of shares of our Class A common stock will become subject to our Bylaws filed herewith as Exhibit 2.2 and execute a Subscription Agreement, the form of which is filed herewith as Exhibit 4.1. Pursuant to the terms and conditions of the Subscription Agreement, shares of our Class A common stock will be subject to, among other restrictions in our Bylaws, a drag-along provision that allows holders of at least 51% of the voting rights represented by the outstanding capital stock of the Company who approve certain major transactions to require that all holders of Class A common stock of the Company approve the same.

Such major transactions that are subject to drag-along rights in our Bylaws include (a) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or any subsidiary of the Company of all or substantially all the assets of the Company and its subsidiaries taken as a whole, or the sale or disposition (whether by merger, consolidation or otherwise) of one or more subsidiaries of the Company if substantially all of the assets of the Company and its subsidiaries taken as a whole

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are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Company and (b) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is party (including, without limitation, any equity acquisition, reorganization, merger or consolidation but excluding any sale of equity for capital raising purposes) other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, as a result of shares in the Company held by such holders prior to such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity (or if the Company or such other surviving or resulting entity is a wholly-owned subsidiary immediately following such acquisition, its parent).

While management believes that subjecting shares of our Class A common stock to drag-along rights, among other restrictions, will result in a more liquid market for our shares and ultimately allow the stockholders to realize the maximum value of the Company in a sale of the Company context, such restrictions limit the actual voting power that holders of Class A common stock will have with respect to stockholder decisions related to a sale of the Company. As a result of such diminished voting power and other restrictions, the market price for our Class A common stock could be adversely affected. The foregoing description of the Subscription Agreement and Bylaws and the rights pertaining to shares of our Class A common stock are qualified entirely by reference to the Bylaws and Subscription Agreement filed herewith as Exhibit 2.2 and Exhibit 4.1, respectively.

Provisions in our charter documents and in Delaware law could discourage a takeover that stockholders may consider favorable.

Provisions in our Certificate of Incorporation and Bylaws may have the effect of delaying or preventing a change of control or changes in our management. These provisions include the following:

Our Certificate of Incorporation provides for a dual class common stock structure in which holders of our Class B common stock will have the ability to control the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the outstanding shares of our Class A and Class B common stock, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets. This concentrated control could discourage others from initiating any potential merger, takeover or other change of control transaction that other stockholders may view as beneficial.

• Our Bylaws provide that, unless the Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for certain actions involving the Company shall be Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware). Additionally, our Bylaws provide that any disputes, claims or controversies brought by or on behalf of any stockholder of the Company shall be resolved through binding and final arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association.

• Our board of directors has the right to elect directors to fill a vacancy created by the expansion of the board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors.

• Our Certificate of Incorporation prohibits cumulative voting in the election of directors. This limits the ability of minority stockholders to elect director candidates.

• Advance notice procedures will apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.

• Our board of directors may issue, without stockholder approval, shares of undesignated preferred stock. The ability to authorize undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to acquire us or limit the value of our common stock.

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• Shares of our common stock are subject to certain restrictions including drag-along restrictions and a right of first refusal in favor of the Company with respect to certain proposed transfers. Drag-along rights enable stockholders holding a majority of the voting power of the Company to force minority stockholders to join in certain major transactions (as discussed above and in the Bylaws and Subscription Agreement filed herewith as Exhibit 2.2 and Exhibit 4.1, respectively). In addition, the Company maintains a right of first refusal with respect to certain proposed transfers of Company securities by its stockholders. The right of first refusal forces any stockholders who propose to transfer their equity securities to provide written notice to the Company of any such potential transfers, which allows the Company time to evaluate if it wants to purchase the equity securities. The foregoing description of the drag-along rights and rights of first refusal pertaining to shares of our common stock are qualified entirely by reference to the Bylaws and Subscription Agreement filed herewith as Exhibit 2.2 and Exhibit 4.1, respectively.

We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

Our management will have broad discretion in the application of the net proceeds that we receive from this offering, including applications for working capital, possible acquisitions and other general corporate purposes, and we may spend or invest these proceeds in a way with which our stockholders disagree. The failure by our management to apply these funds effectively could harm our business and financial condition. Pending their use, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value. These investments may not yield a favorable return to our investors.

If securities analysts do not publish research or publish inaccurate or unfavorable research about our business, our valuation could decline.

The trading market, if any, for our Class A common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. We currently do not have and may never obtain research coverage by securities analysts. If no securities analysts commence coverage of our company, the price for our stock would be negatively impacted. If one or more analysts cease coverage of our company or fail to publish reports on us regularly, demand for our stock could decrease, which might cause our stock price to decline.

Our Class A common stock would be subject to the “Penny Stock” rules of the Securities and Exchange Commission if it were publicly traded and may be difficult to sell.

Our shares of Class A common stock may be deemed “penny stocks” because the price per share of our Class A common stock currently is less than $5.00 and such shares are not registered on a national securities exchange or listed on an automated quotation system sponsored by a registered national securities association, pursuant to Rule 3a51-1(a) under the Securities Exchange Act of 1934.

For transactions covered by the Commission’s “penny stock” rules, broker-dealers must provide certain information to prospective investors, make a special suitability determination for the purchase of such securities and have received the investor’s prior written consent to the respective transaction. In addition, broker-dealers must deliver, prior to any transaction in a penny stock, a standardized risk disclosure document as prescribed by the Commission relating to the penny stock market, which sets forth the basis on which the broker-dealer made the suitability determination and that the broker-dealer received a signed, written agreement from the investor prior to the transaction. Subsequent to a transaction in a penny stock, the broker-dealer will be required to deliver monthly or quarterly statements containing specific information about the penny stock. Generally, broker-dealers may be less willing to execute transactions in securities subject to the penny stock rules, which may make it more difficult for investors to sell shares of our Class A common stock and cause a decline in the market value of our stock. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading markets and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions.

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The market for penny stocks has suffered in recent years from patterns of fraud and abuse.

The market for penny stocks has suffered in recent years from patterns of fraud and abuse, according to SEC Release No. 34-29093. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our shares of Class A common stock. The occurrence of these patterns or practices could increase the volatility of the price of our Class A common stock.

We do not intend to pay dividends for the foreseeable future.

We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future. As a result, you may only receive a return on your investment in our Class A common stock if the market price of our Class A common stock increases.

If you purchase shares of our Class A common stock in this offering, you will experience substantial and immediate dilution.

If you purchase shares of our Class A common stock in this offering, you will experience substantial and immediate dilution in the net tangible book value per share after giving effect to this offering of $0.78 as of May 31, 2016, based on an assumed public offering price of $1.00 per share, because the price that you pay will be substantially greater than the net tangible book value per share of the Class A common stock that you acquire. This dilution is due in large part to the fact that our earlier stockholders paid substantially less than the public offering price when they purchased their shares of our capital stock. You will experience additional dilution upon exercise of options to purchase Class A or Class B common stock under our equity incentive plans or under equity awards granted outside our equity incentive plan, if we issue Class A or Class B common stock to our employees under our equity incentive plans or if we otherwise issue additional shares of our capital stock. See “Dilution” for further information.

The elimination of monetary liability against our directors, officers and employees under Delaware law and the existence of indemnification rights to our directors, officers and employees may result in substantial expenditures by us and may discourage lawsuits against our directors, officers and employees.

Our Bylaws contain specific provisions that eliminate the liability of our directors for monetary damages to our company and stockholders, and permit indemnification of our directors and officers to the extent allowed by Delaware law. We may also have contractual indemnification obligations with our officers and directors under employment agreements, indemnification agreements and/or board member agreements. The foregoing indemnification obligations could result in our company incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which we may be unable to recoup. These provisions and resultant costs may also discourage our company from bringing a lawsuit against directors and officers for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our stockholders against our directors and officers even though such actions, if successful, might otherwise benefit our company and stockholders.

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DILUTION

If you invest in our shares of Class A common stock, your interest will be diluted to the extent of the difference between the public offering price per share of our common stock and the as adjusted net tangible book value per share of our capital stock after this offering. Our net tangible book value as of December 31, 2015 was $(2,389,000), or $(0.10) per share of outstanding common stock. Without giving effect to any changes in the net tangible book value after December 31, 2015 other than the sale of 10,000,000 shares in this offering at the offering price of $1.00 per share in connection with this offering, our pro forma net tangible book value as of December 31, 2015 was $7,611,000 or $0.22 per share of outstanding capital stock. Dilution in net tangible book value per share represents the difference between the amount per share paid by the purchasers of our shares in this offering and the net tangible book value per share of our capital stock immediately afterwards. This represents an immediate increase of $0.32 per share of capital stock to existing stockholders and an immediate dilution of $0.78 per share of common stock to the new investors, or approximately 78% of the assumed public offering price of $1.00 per share. The following table illustrates this per share dilution:

	Offering
Initial price to public	$	1.00
Net tangible book value as of December 31, 2015	$	(2,389,000	)
Increase in net tangible book value per share attributable to new investors	$	0.32
As adjusted net tangible book value per share after this offering	$	7,611,000
Dilution in net tangible book value per share to new investors	$	0.78

The following table summarizes the differences between the existing stockholders and the new investors with respect to the number of shares of common stock purchased, the total consideration paid, and the average price per share paid:

	Shares Purchased					Total Consideration					Average Price Per Share
	Number		Percent			Amount		Percent
Existing stockholders(1)		24,210,891		70.8	%		1,450,000		12.7	%	$	0.06
New investors(2)		10,000,000		29.2	%		10,000,000		87.3	%	$	1.00
Total(3)		34,210,891		100.0	%		11,450,000		100.0	%

(1) All outstanding shares held by our existing stockholders are shares of the Company’s Class B common stock.

(2) Shares offered to new investors in connection with this offering are shares of the Company’s Class A common stock.

(3) The discussion and tables above do not give effect to the shares of common stock issuable upon the exercise of options to purchase 3,025,900 shares of Class A common stock of the Company; 8,418,951 shares of Class B common stock issued upon conversion of approximately $3,682,000 in aggregate principal amount and unpaid interest of our convertible notes; the purchase of 454,545 shares of Class B common stock by an existing stockholder; shares of common stock issuable upon exercise of a warrant to StartEngine Crowdfunding, Inc. (“StartEngine”) (by way of example, if 3,000 investors invest in this offering, then the Company is obligated to issue StartEngine a warrant to purchase 1,000,000 shares of Class A common stock); 150,000 shares of Class A common stock issuable upon exercise of a warrant held by Craig and Susanna Frownfelter, a copy of which is filed herewith as Exhibit 4.2. For a more detailed discussion about the actual shares subject to the StartEngine warrant, please see the section entitled, “Plan of Distribution and Selling Securityholders.”

Promissory Note

In connection with the conversion of the Company from a Delaware limited liability company to a Delaware corporation, (i) Arie Trouw, our Chief Executive Officer, converted approximately $3,460,145 of principal and interest underlying a series of promissory notes held by him into 7,957,468 shares of the Company’s Class B common stock, (ii) Craig and Susanna Frownfelter converted approximately $201,000 of principal and unpaid interest underlying a promissory note held by them into 461,483 shares of the Company’s Class B common stock, and (iii) Soraya Darabi, one of our directors, converted approximately $17,222 of principal and interest underlying a certain convertible promissory note held by her into 68,113 shares of the Company’s Class B common stock.

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Sale of Shares of Class B common stock and Class A common stock warrant

On May 27, 2016, Craig and Susanna Frownfelter purchased an aggregate of 454,545 shares of the Company’s Class B common stock at a per share purchase price of $0.44 for an aggregate purchase price of $200,000. On August 12, 2016, Craig and Susanna Frownfelter purchased a promissory note in the aggregate principal amount of $150,000 and a warrant to purchase 150,000 shares of the Company’s Class A common stock with an exercise price per share of $1.00, all pursuant to the terms and conditions of a note and warrant purchase agreement dated August 12, 2016.

May 2016 409A Valuation

Certain Company employees were issued options to purchase shares of the Company’s Class B common stock. With the intention of meeting the safe harbor requirements under Section 409A of the Internal Revenue Code of 1986, the Company engaged Center Point Business Valuations, LLC, an independent valuation company based in San Diego, to prepare a valuation report intended to meet the safe harbor requirements under Section 409A. On May 20, 2016, Center Point Business Valuations, LLC opined that the fair market value of the Company was $14 million.

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PLAN OF DISTRIBUTION AND SELLING SECURITYHOLDERS

We are offering 10,000,000 shares of Class A common stock on a “best efforts” basis. We are not selling the shares through commissioned sales agents or underwriters. We will use our existing website, www.xyfindit.com, to provide notification of the offering. Persons who desire information will be directed to https://www.startengine.com/startup/xy-findables, a website owned and operated by an unaffiliated third party that provides technology support to issuers engaging in equity crowdfunding efforts. We will pay StartEngine Crowdfunding, Inc. $100 per investor that deposits funds into our designated escrow account and warrants to purchase shares of our Class A common stock, as more fully described below under the section entitled, “StartEngine Crowdfunding, Inc.”

This Offering Circular will be furnished to prospective investors via download 24 hours per day, 7 days per week on the startengine.com website.

In order to subscribe to purchase shares, a prospective investor must complete a Subscription Agreement, the form of which is filed herewith as Exhibit 4.1, and send payment by wire transfer or ACH. Investors must answer certain questions to determine compliance with the investment limitation set forth in Regulation A Rule 251(d)(2)(i)(C) under the Securities Act of 1933, which states that in offerings such as this one, where the securities will not be listed on a registered national securities exchange upon qualification, the aggregate purchase price to be paid by the investor for the securities cannot exceed 10% of the greater of the investor’s annual income or net worth. In the case of an investor who is not a natural person, revenues or net assets for the investor’s most recently completed fiscal year are used instead. We currently have no arrangements for the return of funds to subscribers if all of the shares of Class A common stock offered hereunder are not sold. Subscription funds which are accepted will be deposited in our escrow account maintained by Provident Trust Group, LLC. We have no required minimum for this offering and therefore we may instruct Provident Trust Group, LLC to release funds held in escrow at any time.

We have engaged FundAmerica, LLC, a broker-dealer registered with the Securities and Exchange Commission and a member of the Financial Industry Regulatory Authority (FINRA), to perform the following administrative functions in connection with this offering:

• contact us and/or our agents, if needed, to gather additional information or clarification from investors;

• advise us as to permitted investment limits for investors pursuant to Regulation A, Tier 2;

• provide us with prompt notice about inconsistent, incorrect or otherwise flagged subscriptions (e.g., for underage investors or anti-money laundering reasons);

• serve as registered agent where required for state blue sky requirements, but in no circumstance will FundAmerica, LLC solicit a securities transaction, recommend our securities, or provide investment advice to any prospective investor; and

• transmit the subscription information data to FundAmerica Stock Transfer, LLC, our transfer agent.

We will also pay FundAmerica, LLC a technology service fee of $7.50 for each subscription processed using the technology services provided by FundAmerica, LLC, related to the electronic execution of subscription agreements and applicable documentation.

As compensation for the escrow services listed above, we have agreed to pay Provident Trust Group, LLC:

• $2 per domestic investor for the antimoney laundering checks;

• $5 per investor as an accounting fee;

• $500 to set up an escrow account through Provident Trust Group, LLC;

• $25 per month for a monthly administration fee so long as the offering is being conducted;

• $0.50, $10 and $15 per investor for processing incoming subscription funds by ACH, check or wire, respectively and $50 for all international wires;

• $100 per hour for certain administrative services; and

• $25 basis points on the total amount of funds remitted from our escrow account for management of such escrow account.

Provident Trust Group, LLC has not investigated the desirability or advisability of investment in the securities covered by this Offering nor has it approved, endorsed or passed upon the merits of purchasing such securities; and the name of Provident Trust Group, LLC has not and shall not be used in any manner in connection with the Offering of such securities other than to state that Provident Trust Group, LLC has agreed to serve as escrow agent for the limited purposes set forth in the Escrow Services Agreement, a copy of which is filed herewith as Exhibit 8.1.

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Our employees are assisting with preparing the materials sent via email to persons who have submitted non-binding indications of interest and posted on XY websites. They also work with FundAmerica, LLC in developing the programming to be used for the actual investment process. They do not have direct telephone, email exchanges or other contact with persons interested in purchasing the offered securities, except to gather additional information or clarification from persons who have subscribed to purchase securities on the startengine.com website.

StartEngine Crowdfunding, Inc.

The Company has entered into a Posting Agreement with StartEngine Crowdfunding, Inc. (“StartEngine”), a portal website that hosts public securities offerings, primarily those that are exempt from registration under Regulation A+ promulgated under Section 3(b) of the Securities Act of 1933, as amended. In consideration for hosting the public offering covered by this Offering Circular, including posting our Offering Circular, subscription documents and related materials on StartEngine.com, StartEngine will receive the following compensation from the Company, payable from the escrow account as subscription funds are deposited and accepted by Provident Trust Group, LLC and the Company.

1. A cash payment of $100 per investor that deposits funds into the designated escrow account of the Company;

2. Warrants to purchase a number of shares of Class A common stock determined by dividing (i) the product of (a) the number of individual investors and (b) $100 by (ii) 30% of the original issue price set forth in this Offering Circular. To illustrate, assuming we have 3,000 investors, the formula would be:

Number of warrants = (3,000 x 100) = 300,000/0.30 x 1.00 = 1,000,000 warrants. The warrants have standard adjustment provisions for stock splits, stock dividends, recapitalizations and similar transactions. Either party may terminate the agreement at any time upon 15 business days prior written notice to the other party, provided, that the Company is not permitted to re-post on a website that competes with Start Engine for a period of 30 days after termination if the Company terminates this offering early without cause and Start Engine is not then in breach of this agreement.

Selling Securityholders

Below is a table of the current beneficial holders of shares of Class A common stock of the Company who will sell to investors in this Offering. In addition, the selling securityholders will have the opportunity to sell a number of shares of such selling securityholder’s shares of Class A common stock described below prior to the Company’s sale of shares of Class A common stock, which may not exceed a number of shares representing 30% of the total amount of shares sold in this offering.

	Shares of Class A common stock Held Prior to Offering(1)					Shares of Class A common stock Offered for Individual Account
	Number		Percent(2)			Number		Percent(1)
Arie Trouw(3)		27,792,463		85.07	%		2,8000,000		8.06	%
Frownfelters(4)		2,360,117		7.22	%		200,000		0.6	%
Total(5)(6)

(1) The shares set forth in this table are shares of the Company’s Class B common stock, but pursuant to the Company’s Certificate of Incorporation any transfer of shares of Class B common stock (except with respect to certain permitted transfers described therein), including any transfer in connection with a selling securityholders’ sale of shares of Class B common stock in this offering, shall cause such shares of Class B common stock to automatically convert into shares of Class A common stock on a 1-for-1 basis.

(2) Based on a total of 32,670,627 shares of Class B common stock outstanding as of May 31, 2016.

(3) Arie Trouw is our Chief Executive Officer.

(4) Mr. and Mrs. Frownfelter are Arie Trouw’s parents.

(5) The total number of shares sold by selling securityholders in this offering may not exceed a number of shares representing 30% of the total amount of shares offered.

(6) All shares of Class B common stock held by Mr. and Mrs. Frownfelter will be sold prior to any shares of Class B common stock held by Mr. Trouw are sold.

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USE OF PROCEEDS

We estimate that, at a per share price of $1.00, the net proceeds from the sale of the 10,000,000 shares in this offering will be approximately $6,770,000, after deducting the estimated offering expenses of approximately $230,000 and accounting for the shares of Class A common stock that may be sold in this offering by certain selling securityholders as discussed below.

The principal purposes of this offering are for general corporate purposes, including working capital and to facilitate our future access to the public equity markets. See “Management’s discussion and analysis of financial condition and results of operations—Liquidity and capital resources” for additional information regarding the use of our working capital.

Certain selling securityholders in this offering, including our Chief Executive Officer, Arie Trouw, may be entitled to receive up to 30% of the aggregate net proceeds resulting from the sale of shares of Class A common stock in this offering. For more information about Mr. Trouw’s equity holdings in the Company, including his and other selling securityholders’ intention to sell certain shares of Class A common stock in this offering, please see the section entitled, “Plan of Distribution and Selling Securityholders.”

We may also use a portion of the net proceeds to acquire or invest in complementary businesses, technologies or assets. However, we have no present commitments or agreements to enter into any acquisitions or make any such investments.

Our management will have significant flexibility in applying the net proceeds from this offering, and investors will be relying on the judgment of our management regarding the application of such net proceeds. The goal with respect to the investment of these net proceeds will be capital preservation and liquidity so that these funds are readily available to fund our operations.

Accordingly, we expect to use net proceeds of $6,770,000 as follows:

	Amount(1)		Percentage
Prototype building and testing	$	270,800		4.0	%
Engineering design and development	$	1,083,200		16.0	%
Advertising	$	2,708,000		40.0	%
Inventory	$	1,354,000		20.0	%
Working capital (2)	$	1,354,000		20.0	%
TOTAL	$	6,770,000		100	%

(1) This table assumes that the Company and certain selling securityholders sell an aggregate of 10,000,000 shares of Class A common stock in this offering, of which such selling securityholders are entitled to receive up to 30% of the aggregate net proceeds from this offering. For more information about the selling securityholders’ intention to sell certain shares of Class A common stock in this offering, please see the section entitled, “Plan of Distribution and Selling Securityholders.”

(2) A portion of working capital will be used for officers’ salaries. For more information about salaries that we currently pay and expect to pay to our officers, please see the section entitled, “Compensation of Directors and Executive Officers.”

The foregoing information is only an estimate based on our current business plan. We may find it necessary or advisable to re-allocate portions of the net proceeds reserved from one category to another, and we will have broad discretion in doing so. Pending these uses, we intend to invest the net proceeds of this offering in short-term, interest-bearing securities.

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BUSINESS

Our Business

We build Findable™ products that consist of a combination of mobile apps and a Bluetooth Finder (a small electronic device that broadcasts and receives data through the Bluetooth 4.0 protocol) that leverage the Internet of Things (networked/connected devices that communicate with servers on the Internet either directly or through a nearby host such as a smartphone) to make real-world items “findable” through electronic and/or mobile means. To accomplish this, the user either attaches one of our devices to a mundane item or buys a product that comes pre-enabled with the XY technology and then associates it with a registered account established via our smartphone app, the XY Find It App (as further discussed below).

We focus on both design and technology and strive to make our products superior to our competition. We believe our design is superior because we offer over 8 different color schemes and a low profile aesthetic. In addition, we believe our technology is superior because we use proprietary firmware functionality that, based on our estimates, allows for better ranging and in/out of range and an iBeacon-based communication system rather than a BLE connection system, which saves battery on a user’s smartphone and improves performance when the app in not running or in the background. Based on our review and analysis of our competitors’ products as of May 31, 2016, the below chart provides a comparison of our XY3 with the Title and Trackr Bravo.

	XY3	Tile	Trackr Bravo
Colors	8 colors	1 color*	4 colors*
Last known location	x	x	x
Beep to find	x	x	x
Out of range notifications	x		x
Button | Ring Your Phone	x	x	x
Community lost & found	x	x	x
Replaceable battery	x		x
Low battery notifications	x
Low energy Bluetooth	x	x	x
Sharing your item finder	x
Sharing Limit	No Limit	1	n/a
Devices Limit	No Limit	Unknown	iOS: 10 Android: 1-10
Size	1.46 x 1.26 x 0.32 inches	1.46 x 1.46 x 0.21 inches	1.22 in. (diameter) x 0.14 in.
Weight	0.16 ounces	0.3 ounces	0.12 ounces
Battery	CR2032 (240 mAh)	CR2032 (240 mAh)	CR1616 (55 mAh)
Battery Life	1 year (replaceable)	1 year (replaceable)	1 year (replaceable)
Range	up to 150 ft.	up to 100 ft.	up to 100 ft.
Warranty	2 years	1 year	1 year

*Custom adhesive stickers are available at an additional cost.

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XY markets itself as “The Findables Company”. In 2016, we broadened our approach from using Bluetooth 4 finders to other technologies such as GPS, cellular and NFC and also expanded to additional form factors to provide solutions to accommodate our customers’ “Findables” needs and price point. For a more detailed discussion of the various price points of XY products, please see the section below entitled “Sales and Marketing.”

XY1/XY2/XY3 Bluetooth Finders

Our XY Bluetooth Finder line, which includes XY1, XY2 and XY3, has been the mainstay of our company for the last two years.

We “Kickstarted” XY1 in 2014, raising $182,000 through Kickstarter’s online platform and then continued to innovate with XY2 and now XY3. Kickstarter is a crowdfunding website in which people who contribute money to Kickstarter projects are offered tangible rewards in exchange for their pledges. Usually the rewards are a discounted or exclusive version of the product that is being developed. In a Kickstarter campaign, companies are prohibited from offering equity in exchange for funds. For more information please visit www.kickstarter.com.

As of April 2016, we have sold nearly 225,000 XY Beacons for revenue of $2,023,000. XY2 currently sells on our website (available at www.xyfindit.com/), Amazon, Brookstone, Sharper Image and various online and physical retailer locations, and we recently launched XY3 in May 2016. XY3 offers several improvements from XY2, including, without limitation, five times louder sound, a multi-function button, a ring your phone from device feature, the ability to initiate IFTTT or other automation functions, and an accelerometer used for battery optimization.

XY Find It App

The XY Find It App is a digital personal loss prevention system that can be operated on iOS and Android. It connects to a user’s XY Bluetooth Finder, XY GPS or other XY Findable product to track personal items such as keys or a backpack, helping users find them if they are lost and alerting users when they are left behind.

To use an XY Beacon, the user attaches the beacon to an item it wants to make “Findable” by fastening the XY Beacon using a key ring or other attachable item and then associates that beacon using the applicable prompts on the XY Find It App. The app then allows the user to see the last known location on a digital map (Google Maps on Android and Apple Maps on iOS), see the distance of the item if it is in broadcast range and also beep the item right from their phone. The approximate broadcast range for XY2 and XY3 is between 50 and 70 meters (unobstructed).

Tile, Trackr, StickNFind, LLC, Bringrr Systems, LLC, and several other companies offer alternative solutions to locating items electronically. Of these, we consider Tile a significant competitor given its level of success in the very fast growing market.

Based on anecdotal data we believe that Tile has the greatest number of users and is the most well-known in the market in which we compete.

XY GPS Finder

Recently, we announced that we will make a material investment in XY GPS Finder. Both the XY GPS Finder and the XY3 Bluetooth finder allow a user to attach the device to an item, which can be digitally integrated to our XY Find it App to prevent permanent loss and assist users in finding items through electronic and mobile means. The XY GPS is larger (~5cm across) and uses GPS and cellular technologies to provide findability for the user. The XY GPS broadcasts a signal periodically (approximately 1 to 10 times per hour) to the nearest available cell tower, which then reports the location of the XY to our servers. In turn, our servers then report the location to the XY smartphone application for each respective user’s use. The cellular service costs the end user approximately $5 per month. We plan to offer a $79.99 version of the device which will come with one free month and a $99.99 version

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of the device which will ship with 6 free months of service. The primary difference is that the XY GPS does not require a smartphone to be in range to find and record the last known location but rather connects directly to the Internet via cell service to report its location. This is a major advantage for items that either move by themselves (pets, children, etc.) or items that are prone to being stolen.

Sales and Marketing

The MSRP for a single XY2 and XY3 was $29.99 and $24.99, respectively. The MSRP for a package of three XY2s and three XY3s was $59.99 and $49.99, respectively.

In 2015 and 2014, we sold approximately 179,000 and 40,000 XY Beacons, respectively, throughout the world, which generated $1,540,000 and $354,000 in gross revenue.

We have established relationships with various distribution and retail partners and we primarily sell our products directly through a mix of online and physical retail channels, including Fry’s Electronics, Amazon, Target, Brookstone, Sharper Image, Zulily, Birchbox and our own XY website. We also sell to mid-market and specialty retailers, and we reach certain U.S. markets through distributors. In international markets, including Mexico, Denmark, Spain, the United Kingdom and other European countries, we primarily sell through distributors who in turn sell to local retailers. Our international sales currently account for approximately 5%-10% of our overall sales; however, management expects that international sales will eventually climb to 50% of overall sales by December 2017 as we increase our inventory and enter into contracts with warehouses in Europe, Canada, China and Australia.

As of December 31 2015, three customers accounted for 63% of the Company’s outstanding accounts receivable. For the year ended December 31, 2015, Amazon and Brookstone comprised 12% and 30% of the Company’s sales, respectively. There were no accounts receivable and sales concentrations in 2014.

During the six months ended June 30, 2016, the Company’s five largest customers accounted for approximately 55% of its sales during such period, of which the Transportation Security Administration, Amazon, Zulily, NEXCON and Fox & Friends, accounted for 17.5%, 15.1%, 9.0%, 7.2% and 6.1% of such total sales, respectively. In addition, the Company’s direct sales through its website accounted for 12.9% of such total sales. As a result of the Company’s recent sales efforts and trends, management believes that the Company will continue to diversify its sales such that it is not dependent on a few major customers. As of June 30, 2016, four customers accounted for approximately 81% of our outstanding accounts receivable, of which the Transportation Security Administration, Amazon, Fry’s Electronics and Fred Meyer accounted for 50.0%, 13.2%, 11.6% and 6.3% of such total accounts receivable, respectively.

OEM

Currently we use Factory Method to manufacture XY2 and XY3 and both use CSR BLE chips as the main component. XY GPS’s manufacturer is still being negotiated as are the chipsets that will be used for it. We expect the chipsets to be CSR and uBlox and the manufacturer to be either Factory Method or SMK. Factory Method is a manufacturer based in the United States with operations in China and SMK is a manufacturer based in Mexico.

Research and Development

During the fiscal years ended December 31, 2015 and 2014, we spent $414,000 and $382,000, respectively, on engineering, research and development activities.

Employees

As of August 31, 2016, we employed a total of 11 full-time and 8 part-time people. None of our employees are covered by a collective bargaining agreement. Most of the significant engineering work on the XY design has occurred through our prospective suppliers and partners and engineering consultants.

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PROPERTIES

Our principal office is located at 1133 Columbia Street #205 San Diego, California 92101, which is the mailing address of our executive offices that we leased for a five year period beginning on January 1, 2014. Our current rent payments are approximately $21,168 per month. In addition, we sublease approximately half of our leased property to local subtenants, but reserve the right to retake possession of such subleased space as we continue to grow and believe that our current space, in addition to the subleased space available for repossession, is sufficient to meet the Company’s future growth and expansion.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion summarizes the significant factors affecting the operating results, financial condition and liquidity and cash flows of our company for the years ended December 31, 2015 and 2014. You should read this discussion together with the consolidated financial statements, related notes and other financial information included in this Offering Circular. Except for historical information, the matters discussed in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are forward looking statements that involve risks and uncertainties, including those discussed under Part II, “Risk Factors” and elsewhere in this Offering Circular, and are based upon judgments concerning various factors that are beyond our control. These risks could cause our actual results to differ materially from any future performance suggested below.

General Overview

Originally, we were organized as a limited liability company under the laws of the State of Delaware and on May 27, 2016, we converted to a Delaware corporation. Our business is focused on creating products for consumers to use in their everyday life to help them locate, track and be notified of their belongings’ location. We compete in one of the fastest growing and dynamic industries that exists today - the Internet-of-Things (“IoT”). The Internet has changed many aspects of our lives and the marriage of GPS location devices with Internet and mobile Internet access for easy to use data display is bringing exciting new capabilities to businesses and families.

XY – the Findables Company designs, develops, and sells commercial and consumer wearable Bluetooth and GPS tracking solutions that enhance the way people and things stay connected within our highly mobile society. Our products and services provide data intended to enhance safety, security, connectivity, operational savings, and coordination of mobile assets, as well as enhancing managerial or parental decisions with respect to such mobile assets. Our consumer products are sold under the XY brand and include a downloadable smartphone application that allows users to synchronize the product to mobile devices such as smartphones, tablets and laptop computers. All of our products display user information regarding a device’s location over the past 60 days, including information about longitude, latitude, altitude, heading or direction, and speed. Users can also manage settings within the XY smartphone application to set alerts that will trigger an email, text or push notification alerting the user when their device exceeds a pre-determined parameter such as speed, battery life or ingress/egress of a specific geo-zone.

Critical Accounting Policies

This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of financial statements requires that we make estimates and judgments that affect the reported amounts of assets, liabilities, net sales and expenses and related disclosures. On an ongoing basis, we evaluate our estimates. We base our estimates on historical experience, performance metrics and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results will differ from these estimates under different assumptions or conditions. We apply the following critical accounting policies in the preparation of our consolidated financial statements.

Revenue Recognition

Revenues are recognized in accordance with Accounting Standards Codification 605 – Revenue Recognition, when (a) persuasive evidence of an arrangement exists, (b) the products or services have been provided to the customer, (c) the fee is fixed or determinable and (d) collectability is reasonably assured. In instances where the customer, at its discretion, has the right to reject the product or services prior to final acceptance, revenue is deferred until such acceptance occurs. Revenue from the sales of XY products is recognized upon shipment to website customers and upon delivery to retail stores distributors net of an allowance for estimated returns or the sell-in method. The allowance for sales returns is estimated based on management’s judgment using historical experience and expectation of future conditions. We also have certain contracts with retailers whereby we only recognize sales made directly to end-user customers or the sell-through method.

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See Note 2 to our Financial Statements for additional information regarding our critical and significant accounting policies.

Stock-Based/Unit-Based Compensation

We measure our employee stock-based/unit-based compensation expense as of the grant date, based on the estimated fair value of the award, and recognize it as an expense, net of estimated forfeitures, over the requisite service period. We amortize stock-based/unit-based compensation expense on a straight-line basis over the requisite service period for the entire award, which is generally four years; however, certain provisions in our equity incentive plan provide for shorter and longer vesting periods under certain circumstances.

We estimate the fair value of stock options, incentive units, warrants and other equity-based compensation using a Black-Scholes-Merton option pricing model on the date of grant. The Black-Scholes-Merton option pricing model requires the input of subjective assumptions, including the risk-free interest rate, the expected dividend yield of our common stock, the expected volatility of the price of our common stock and the expected term of the option. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different assumptions are used, our stock-based compensation expense could be materially different in the future. See Note 9 to our Consolidated Financial Statements included elsewhere in this Offering Circular for information concerning certain of the specific assumptions we used in applying the Black-Scholes-Merton option pricing model to determine the estimated fair value of our employee unit-based compensation and warrants granted in 2014 and 2015.

To determine the fair value of our common stock underlying option grants our board of directors considered, among other things, input from management and contemporaneous valuations of our common stock prepared by an unrelated third-party valuation firm in accordance with the guidance provided by the American Institute of Certified Public Accountants 2004 Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. Our board of directors intended all options granted to be exercisable at a price per share not less than the per-share fair value of our common stock underlying those options on the date of grant. The per share common stock value was estimated by allocating the enterprise value using either the option pricing method or a hybrid of the option pricing method and probability-weighted expected return method.

On June 2, 2016, our board of directors approved the grant of options to purchase 1,350,900 shares of the Company’s Class A common stock with an exercise price of $0.44 per share to certain employees of the Company.

On September 6, 2016, our board of directors approved a grant of options to purchase 163,400 shares of the Company’s Class A common stock with an exercise price of $1.00 per share to each of John Arana and Soraya Darabi as compensation in connection with their service as directors of the Company.

Recent Accounting Pronouncements

See Note 2 to our Financial Statements for additional information regarding recently issued accounting pronouncements.

Results of Operations for Year Ended December 31, 2015 Compared to Year Ended December 31, 2014, and for the Six Months Ended June 30, 2016 Compared to the Six Months Ended June 30, 2015

Revenues: We generated revenues of approximately $1,540,000 for the year ended December 31, 2015, as compared with approximately $354,000 for the year ended December 31, 2014, an increase of $1,186,000, or 335.0%. Our 2014 revenue was generated through our Kickstarter campaign in May and via direct sales on our web site. In 2015, we began selling the XY2 through retail outlets and other distribution channels, thereby increasing the availability of our products. We generated revenues of approximately $315,000 for the period ended June 30, 2016, as compared with approximately $265,000 for the period ended June 30, 2015, an increase of $50,000, or 19%. The increase is due to increased sales to retail outlets, offset by a reduction in sales via our website and branded sales. Please see the section entitled “Business” for a more detailed discussion regarding our supply and distribution chain.

Cost of sales: Cost of sales was approximately $1,028,000 and $197,000 for the years ended December 31, 2015 and 2014, respectively, representing 66.7% and 55.6% of revenues, respectively, an increase of $831,000. The increase relates to sunk costs pertaining to the retirement of our unsold XY1 product line, discounts and other promotions offered to retailers. Cost of sales was $173,000 and $181,000 for the periods ended June 30, 2016 and 2015, respectively, representing 55.1% and 68.3% of revenues, respectively. The decrease relates to the retirement of our unsold XY1 product in 2015.

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Gross Profit: Gross profit for the years ended December 31, 2015 and 2014 was approximately $513,000 and $157,000 respectively, an increase of $356,000. As a percentage of revenues, gross profit decreased from 44.4% to 33.3% from the year ended December 31, 2014 to the year ended December 31, 2015. The decrease was due to our use of retailers and distributors, who pay us less than if we sold the product at full retail price directly on our web-site. Gross profit for the periods ended June 30, 2016 and 2015 was $141,000 and $84,000 respectively, an increase of $57,000. As a percentage of revenues, gross profit increased from 39.8% to 44.9% from the period ended June 30, 2015 to the period ended June 30, 2016.

Research and Development Expenses: Research and development expenses were $414,000 and $382,000 for the years ended December 31, 2015 and 2014, respectively. The 8.4% increase was primarily due to the development of our smartphone app and XY2. Research and development expenses were $268,000 and $165,000 for the periods ended June 30, 2016 and 2015, respectively. The increase was primarily due to the development of our mobile app.

Selling, General and Administrative Expenses: Selling, general and administrative expenses were approximately $1,995,000 and $1,042,000 for the years ended December 31, 2015 and 2014, respectively. The increase of $953,000 was primarily due to the increase in the number of employees which resulted in increased salaries of $396,000 in the aggregate, the increase in our sales expenses of $354,000 and the increase in our advertising of $220,000. Selling and marketing expenses were $513,000 and $355,000 for the period ended June 30, 2016 and 2015, respectively. The increase of $158,000 was primarily due to the increase in our marketing costs for this offering. General and administrative expenses were $720,000 and $450,000 for the periods ended June 30, 2016 and 2015, respectively. The increase of $270,000 was primarily due to the increase in legal fees of $151,000, related primarily to this offering and the conversion from a limited liability company to a corporation, and the increase in employee wages and benefits of $128,000.

Financial Condition, Liquidity and Capital Resources

Our working deficiency was as follows:

	As of December 31, 2015			As of December 31, 2014
Current Assets	$	785,000		$	238,000
Current Liabilities		(1,461,000	)		(286,000	)
Net Working Deficiency	$	(676,000	)	$	(48,000	)

	As of June 30, 2016			As of June 30, 2015
Current Assets	$	810,000		$	785,000
Current Liabilities		(464,000	)		(1,461,000	)
Net Working Capital (Deficiency)	$	346,000		$	(676,000	)

Our principal uses of cash have been primarily to fund operations and increase our inventory levels.

Cash flow from operations: Net cash used by operating activities was approximately $2,055,000 for the year ended December 31, 2015, compared to cash used by operating activities of $981,000 for the year ended December 31, 2014, a year-to-year increase in the cash used by operating activities of $1,074,000. The increase in net cash used by operating activities was primarily driven by the increase in our loss from operations of approximately $706,000, supplying credit terms to our customers in the form of accounts receivable of $293,000 and the increase in our inventory of $217,000. These increases in our uses of cash was partially offset by our ability to fund our operations through increases in accounts payable and accrued liabilities of approximately $258,000, and utilizing previously prepaid inventory of $116,000.

Net cash used by operating activities was $1,257,000 for the period ended June 30, 2016, compared to cash used by operating activities of $1,158,000 for the period ended June 30, 2015, a year to year increase in the cash used by operating activities of $99,000. The increase in net cash used by operating activities was primarily driven by the increase in our net loss of $542,000, offset in part by the net share based compensation expense of $207,000 and the decrease in our accounts receivable of $253,000.

Cash flow used in investing activities: Our investing activities used cash of $5,000 during the year ended December 31, 2015 and $25,000 for the year ended December 31, 2014 as a result of decreasing our property and equipment purchases. Our investing activities used cash of $5,000 during the period ended June 30, 2015 as a result of property and equipment purchases.

Cash flow from financing activities: During the year ended December 31, 2015, financing activities provided us $2,228,000 in cash primarily attributable to loans from Arie Trouw, our Chief Executive Officer, and our line of credit. During the year ended December 31, 2014, our financing activities provided us $1,011,000 in cash primarily from the sale of preferred units and warrants and loans from our Chief Executive Officer. Please see the section entitled “Interest of Management and Others in Certain Transactions” in this Offering Circular for more information about the Company’s financing activities with Mr. Trouw. During the period ended June 30, 2016, financing activities provided us $1,166,000 in cash primarily attributable to loans from our Chief Executive Officer. During the period ended June 30, 2015, our financing activities provided us $1,172,000 in cash primarily from our line of credit with Wells Fargo.

Liquidity: During the years ended December 31, 2015 and 2014, the Company incurred net losses of $2.0 million and $1.3 million, respectively. The Company has incurred net losses to date. These losses have resulted principally from costs incurred in connection with the development and launch of the Company’s products, consulting fees and selling, general and administrative expenses. The Company expects to continue to incur operating losses for the next two years as it refines its products and grows its customer base. As a result, the Company will seek to fund its operations through private equity and/or debt financings or other sources, as it deems necessary. If the Company fails to raise capital, it would have a negative impact on its financial condition and its ability to pursue its business strategies. Those conditions raise substantial doubt about the Company’s ability to continue as a going concern. During the six months ended June 30, 2016 and 2015, the Company incurred net losses of $1.4 million and $0.9 million, respectively.

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Loans

During the year ended December 31, 2014, we received loans totaling $300,000 from Arie Trouw, our Chief Executive Officer, that were unsecured, earn interest at 8% per annum, and were set to mature at various dates in 2018. During 2015, Mr. Trouw loaned an additional $1,968,000 under the same aforementioned terms and was repaid $600,000. As of December 31, 2015 and 2014, the loan payable balance was $1,668,000 and $300,000, respectively.

In March 2015, we entered into a revolving line of credit with Wells Fargo, which allowed us to borrow up to $1,700,000. The line of credit is secured by the Chief Executive Officer’s personal investment account and accrues interest at 4% per annum. The outstanding balance on this line of credit was $916,000 as of December 31, 2015.

Since December 31, 2015, we borrowed additional funds from our revolving line of credit which, were repaid with proceeds from additional loans from Arie Trouw, our Chief Executive Officer, in the amount of $1,668,000 and $100,000 from another member. These loans have been used to fund the Company’s operations. On May 27, 2016, Mr. Trouw converted $3,460,145, which represents the aggregate amount of unpaid principal and interest outstanding under all of the promissory notes then-held by Mr. Trouw, into 7,957,468 shares of the Company’s Class B common stock. For more information about Mr. Trouw’s equity holdings in the Company, including his intention to sell certain shares of common stock in this offering, please see the section entitled, “Plan of Distribution and Selling Securityholders.”

Off Balance Sheet Arrangements

As of June 30, 2016, December 31, 2015 and 2014, we had no off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K promulgated under the Securities Act of 1933, as amended.

Commitments

Our executive offices are located at 1133 Columbia Street, Suite 205, San Diego, California, for which we entered into a lease commencing in December 2013 and which expires in June 2019. The lease provided a rent abatement until September, 2014 and required monthly rental payments of $11,906 per month for the remainder of 2014, $20,628 per month in 2015, $21,168 per month in 2016, $21,816 per month in 2017, $22,464 per month in 2018 and $23,112 per month thereafter. Please see the section entitled “Properties” in this Offering Circular for more information about the Company’s currently-leased real property.

Plan of Operations/ Trend Information

We intend to use the proceeds from this offering to launch our XY GPS, expand our products’ presence in other geographic locations, increase our brand awareness and increase the sales force of internal and independent sales agents. We do not anticipate raising additional funds in the next six months after the completion of this offering; however, in the event that the Company receives interest from investors to purchase its equity securities at a higher valuation than currently offered in this offering, the Company reserves the right to raise additional funds at such higher valuation. We will consider obtaining a line of credit with a major financial institution or obtaining debt from related parties in order to maximize our sales and development activities.

The Company expects that we will have to reduce the price of the XY2 inventory after the launch of the XY3. We will attempt to minimize this reduction by increasing our international sales.

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DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

Our directors, executive officers and significant employees, and their ages as of May 31, 2016, are as follows:

Name	Position	Age	Term of Office
Executive Officers:
Arie Trouw(1)	Chief Executive Officer	46	June 2012 - Current
	Chief Financial Officer		April 2016 - Current
	Chief Operating Officer		April 2016 - Current
Derrick Ward(2)	Chief Technology Officer	36	January 2016 - Current
Directors:
Arie Trouw(1)	Chairman and Director	46	May 2016 - Present
Soraya Darabi	Director	32	May 2016 - Present
John Arana	Director	34	May 2016 – Present
Significant Employees:
Robert Plaisted	Controller	58	April 2016 - Current

(1) Since January 2016, Mr. Trouw ceased acting as the Company’s Chief Technology Officer. Prior to the Company’s conversion from a Delaware limited liability company to a Delaware corporation, Mr. Trouw served as the limited liability company’s manager.

(2) Mr. Ward served as a senior engineer for the Company from February 2014 to December 2015. Since January 2016, Mr. Ward has served as our Chief Technology Officer. Mr. Ward’s employment will terminate on September 30, 2016; however, we anticipate that he will continue to provide services to the Company thereafter as an independent contractor.

Executive Officers

Arie Trouw has served as Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Chairman of our board of directors since we converted to a Delaware corporation in May 2016 from Ength Degree LLC, a Delaware limited liability company. Prior to such conversion, Mr. Trouw served as the Chief Executive Officer and Manager of Ength Degree LLC since September 2012. Prior to starting the Company, from June 2008 to April 2012, Mr. Trouw served as the Chairman and Chief Executive Officer of Pike Holdings Inc., a software and advertising company. Since April 2012, Mr. Trouw has served as Chairman of Pike Holdings Inc. From 2007 to 2008, Mr. Trouw served as Chief Technology Officer of Tight Line Technologies LLC, a gaming data analytics and automation company. Mr. Trouw received his Bachelor of Science in Computer Science from the New York Institute of Technology. Mr. and Mrs. Frownfelter, who are certain selling securityholders discussed in the section entitled, “Plan of Distribution and Selling Securityholders,” are Arie Trouw’s parents.

Derrick Ward has served as our Chief Technology Officer since January 2016. From February 2014 to December 2015, Mr. Ward served as Senior Engineer. Prior to joining the Company, Mr. Ward served as Software Engineer for Wipit, LLC, a financial services software company, from October 2012 to February 2014. From September 2011 to October 2012, Mr. Ward served as Software Engineer for Seamgen, LLC, a software services company. Mr. Ward served as Software Engineer for ProconGPS, a GPS solutions company, from April 2011 to September 2011. Prior to April 2011, Mr. Ward served as Senior Application Lead of Smartdrive Systems, Inc., a driver risk management company. Mr. Ward received his M.S. in Computer Science from the University of Arkansas and Bachelor of Science in Computer Science from Arkansas Tech. University.

Board of Directors

Our board of directors currently consists of 3 directors. We may appoint additional independent directors to our board of directors in the future, to serve on committees or for other purposes.

Arie Trouw serves as Chairman of the board of directors. For more information about Mr. Trouw, please see the section above entitled, “Directors, Executive Officers and Significant Employees – Executive Officers.”

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Soraya Darabi has served as a member of the board of directors of the Company since May 2016. Since January 2012, Ms. Darabi has served as Co-Founder of ZADY, a New York-based e-commerce brand that provides customers with information about the conscious consumer movement and the option to purchase beautifully-constructed goods on its website. Prior to co-founding ZADY, from October 2009 to January 2012 Ms. Darabi served as Co-Founder of Foodspotting, a community-driven food dish discovery smartphone application that allows individuals to find, share and recommend food dishes. Foodspotting was acquired by Open Table in 2013. Ms. Darabi received her Bachelor of Arts in English and Art History from Georgetown University in 2005.

John Arana has served as a member of the board of directors of the Company since May 2016. Since August 2015, Mr. Arana has served as founder of ThreeTap LLC, a mobile game company. Prior to August 2015, from September 2009 to May 2015, Mr. Arana served as CTO of Sterkly LLC, a software and advertising company and former subsidiary of Pike Holdings Inc. Mr. Arana has also served on the board of Web Deals Interactive LLC, Homepage Apps LLC and BitBox LLC. Mr. Arana is an autodidact in software engineering, business management, and game design.

Committees of the Board of Directors

We currently have not established any committees of the board of directors, including without limitation an audit committee, compensation committee and a nominating and governance committee. Until such committees are established, matters otherwise addressed by such committees will be acted upon by the board of directors in accordance with our Certificate of Incorporation and Bylaws, as amended from time to time.

Significant Employees

Robert Plaisted has served as our Controller since joining the Company in April 2016. Prior to joining us in April 2016, from October 2010 to August 2015. Mr. Plaisted served as Controller for Sterkly LLC, a software and advertising company and former subsidiary of Pike Holdings Inc. Prior to October 2010, Mr. Plaisted worked in the real estate industry, most recently from March 2005 to October 2010 as Vice President, Controller for Equastone LLC, a real estate investment company. Mr. Plaisted is a Certified Public Accountant and received his Bachelor of Science in Accounting and Masters of Business Administration in Finance from San Diego State University.

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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth information about the annual compensation of each of our two highest paid persons who were executive officers or directors during our last completed fiscal year. No other persons who were executive officers or directors of the Company received annual compensation during our last completed fiscal year.

Name	Capacities in which compensation was received	Cash compensation ($)	Other compensation ($)(1)	Total compensation ($)
Derrick Ward	Chief Technology Officer	$95,666	$124,000	$219,666
Arie Trouw	Chief Executive Officer; Chief Financial Officer; Chief Operating Officer	$11,667	$—	$11,667

(1) Values were computed using Black-Scholes-Merton value of $0.0764 per profits interest unit. These profit interests units typically vest 1/4^th after 12 months of employment and 1/36^th thereafter.

We may increase salaries and provide other employment benefits to our executive officers in the near future in amounts to be determined by our board of directors, when the Company has sufficient funds. Our directors and executive officers are also reimbursed for their business expenses. We expect to pay employee compensation in the form of salary, bonus and benefits to other executive officers who may be hired during the fiscal year ending December 31, 2016, in amounts to be determined. We do not expect to hire any new executive officers during the current fiscal year.

Compensation of Directors

We do not compensate our directors for attendance at meetings. We reimburse our officers and directors for reasonable expenses incurred during the course of their performance. On September 6, 2016, our board of directors approved a grant of options to purchase 163,400 shares of the Company’s Class A common stock with an exercise price per share of $1.00 to directors John Arana and Soraya Darabi.

Future Compensation

Cash compensation paid to the three individuals listed in the table above for 2016 is as follows:

Name	Capacities in which compensation was received	Cash compensation ($)
Derrick Ward	Chief Technology Officer	$120,000
Arie Trouw	Chief Executive Officer; Chief Financial Officer; Chief Operating Officer	$80,000

Notwithstanding the above, if we successfully sell at least 5,000,000 shares in connection with this offering, we expect to pay our executive officers consistent with market salaries for similarly situated and capitalized companies which may be higher than as set forth above, in all events as to be determined by our board of directors from time to time.

Employment Agreements

We have not entered into any employment agreements with our executive officers or other employees to date. We may enter into employment agreements with them in the future.

2016 Equity Incentive Plan

On June 2, 2016, the board of directors and Stockholders of the Company approved the 2016 Equity Incentive Plan pursuant to which stock options and awards may be authorized and granted to our executive officers, directors, employees and key consultants. We authorized approximately 5% of our issued and outstanding common stock for future issuance under a 2016 Equity Incentive Plan. The issuance of stock options or other equity securities may be utilized by the Company in the future to attract and retain one or more new key senior executives to manage and facilitate our growth.

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SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

Set forth below is information regarding the beneficial ownership of our common stock, our only outstanding class of capital stock, as of May 31, 2016, by (i) each person whom we know owned, beneficially, more than 10% of the outstanding shares of our common stock, and (ii) all of the current directors and executive officers as a group. We believe that, except as otherwise noted below, each named beneficial owner has sole voting and investment power with respect to the shares listed. Unless otherwise indicated herein, beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission, and includes voting or investment power with respect to shares beneficially owned.

	Class A common stock (2)								Class B common stock (2)							Total percent of Class A and Class B common stock as-converted (7)
Name and address of beneficial owner (1)	Amount of nature of beneficial ownership		Amount of nature of beneficial ownership			Percent of class (5)			Amount of nature of beneficial ownership		Amount of nature of beneficial ownership		Percent of class (6)
Arie Trouw		—		—			—			27,792,463		—		85.07	%		85.07	%
Derrick Ward		—		231,500	(3)		13.80	%		136,052		—		0.42	%		1.12	%
Soraya Darabi		—		163,400	(4)		9.74	%		68,113		—		0.21	%		0.71	%
John Arana		—		163,400	(4)		9.74	%		—		—		—			0.50	%
All directors and officers as a group (4 persons)		—		558,300			33.28	%		27,996,628		—		85.69	%		85.93	%

(1) The address of those listed is c/o Chief Executive Officer, 1133 Columbia St. #205, San Diego, CA 92101.

(2) Unless otherwise indicated, all shares are owned directly by the beneficial owner.

(3) Represents options to purchase shares of the Company’s Class A common stock, 70,971 of which are fully vested, 50,693 of which continue to vest in equal monthly installments until February 19, 2018, and 109,836 of which vest as to 41,188 on December 1, 2017, with the remainder of such 109,836 options vesting in equal monthly installments over the 30 months following December 1, 2017.

(4) Represents options to purchase shares of the Company’s Class A common stock, 1/4th of which vests on June 2, 2017, with the remainder vesting 1/36th per month thereafter.

(5) Based on 1,677,700 shares of Class A common stock outstanding, assuming the exercise in full of all outstanding options to purchase shares of the Company’s Class A common stock as of the date hereof. Does not include the number of shares of Class A common stock issued in connection with this offering or shares of Class A common stock issuable upon exercise of certain outstanding warrants held by StartEngine.

(6) Based on 32,670,627 shares of Class B common stock outstanding as of May 31, 2016.

(7) Based on the number of shares of Class A common stock outstanding as of the date hereof assuming the conversion of all of the outstanding shares of the Company’s Class B common stock set forth in Note 6 above to shares of the Company’s Class A common stock on a 1-for-1 basis as of the date hereof and the exercise of options held by the applicable beneficial owner to purchase shares of the Company’s Class A common stock.

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INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

On October 2, 2014, the Company entered into that certain Credit Agreement with Arie Trouw (the “Loan”) pursuant to which Mr. Trouw made a series of advances represented by promissory notes, each bearing interest at 8% per annum and matching in 2019. On May 27, 2016, Mr. Trouw converted $3,460,145, which represents the aggregate amount of unpaid principal and interest outstanding under all of the promissory notes then-held by Mr. Trouw, into 7,957,468 shares of the Company’s Class B common stock. For more information about Mr. Trouw’s equity holdings in the Company, including his intention to sell certain shares of Class B common stock in this offering, please see the section entitled, “Plan of Distribution and Selling Securityholders.”

On April 28, 2014, Craig and Suzanna Frownfelter, who are Arie Trouw’s parents, exercised a warrant to purchase 5,263,158 Class A Preferred Units of Ength Degree LLC (the Company’s predecessor) at an aggregate exercise price of $100,000. On June 2, 2016, the Frownfelters purchased 454,545 shares of the Company’s Class B common stock at a per share purchase price of $0.44 for an aggregate purchase price of $200,000. On August 12, 2016, Craig and Susanna Frownfelter purchased a promissory note in the aggregate principal amount of $150,000 and a warrant to purchase 150,000 shares of the Company’s Class A common stock with an exercise price per share of $1.00, all pursuant to the terms and conditions of a note and warrant purchase agreement dated August 12, 2016.

Between July 2013 and March 2014, Arie Trouw exercised various warrants to purchase an aggregate of 15,789,474 Class A Preferred Units of Ength Degree LLC (the Company’s predecessor) at an aggregate exercise price of $831,024.

On May 27, 2016, the Company converted from a Delaware limited liability company to a Delaware corporation pursuant to a plan of conversion, in which all of the outstanding units converted into 32,216,082 shares of Class B common stock.

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SECURITIES BEING OFFERED

Our authorized capital stock consists of 60,000,000 shares of Class A common stock, $0.0001 par value per share, 40,000,000 shares of Class B common stock, $0.0001 par value per share and 30,000,000 shares of undesignated preferred stock, $0.0001 par value per share. The following description summarizes what we believe to be the most important terms of our capital stock. Because it is only a summary, it does not contain all the information that may be important to you.

The following is a summary of the rights of our capital stock as provided in our Certificate of Incorporation and Bylaws. For more detailed information, please see our Certificate of Incorporation and Bylaws, which have been filed as Exhibits 2.1 and 2.2, respectively, to the offering statement of which this Offering Circular is a part.

Common Stock

As of May 31, 2016, there were 32,670,627 shares of our Class B common stock outstanding, held by 20 stockholders of record. No shares of our Class A common stock will be outstanding prior to the effective date of this Offering Circular. Assuming all 10,000,000 shares of Class A common stock are sold in this offering, there will be 10,000,000 shares of our Class A common stock outstanding, as well as outstanding options to purchase 1,677,700 shares of our Class A common stock.

Dividends. Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of Class A common stock and Class B common stock shall be entitled to share equally in any dividends that our board of directors may determine to issue from time to time. In the event a dividend is paid in the form of shares of common stock or rights to acquire shares of common stock, the holders of Class A common stock shall receive Class A common stock, or rights to acquire Class A common stock, as the case may be, and the holders of Class B common stock shall receive Class B common stock, or rights to acquire Class B common stock, as the case may be.

Voting Rights. Holders of our Class A common stock and Class B common stock have identical rights, except that holders of our Class A common stock are entitled to 1 vote for each share of Class A common stock held on all matters submitted to a vote of stockholders and holders of our Class B common stock are entitled to 10 votes for each share of Class B common stock held on all matters submitted to a vote of stockholders. Holders of shares of our Class A common stock and Class B common stock will vote together as a single class on all matters (including the election of directors) submitted to a vote of stockholders, unless otherwise required by law. Cumulative voting for the election of directors is not provided for in our Certificate of Incorporation that will be in effect upon the closing of this offering, which means that the holders of a majority of the votes represented by our shares can elect all of the directors then standing for election.

Liquidation Rights. Upon our liquidation, dissolution or winding-up, the assets legally available for distribution to our stockholders would be distributable ratably based on the number of shares then-held by holders of our Class A and Class B common stock and any participating preferred stock outstanding at that time after payment of liquidation preferences, if any, on any outstanding shares of preferred stock and payment of other claims of creditors.

Preemptive, Redemption and Other Rights. Neither our Class A common stock nor our Class B common stock is entitled to preemptive or redemption rights. There are no sinking fund provisions applicable to the common stock.

Conversion Rights. Our Class A common stock is not convertible into any other shares of our capital stock. Each share of our Class B common stock is convertible at any time at the option of the holder into one share of our Class A common stock. In addition, each share of our Class B common stock will convert automatically into one share of our Class A common stock upon any transfer, whether or not for value, except for estate planning, intercompany and other similar transfers. Each share of our Class B common stock will convert into one share of Class A common stock if such conversion is approved by the holders of a majority of the then-outstanding shares of Class B common stock. Once converted into Class A common stock, the Class B common stock may not be reissued. No class of our common stock may be subdivided or combined unless the other class of our common stock concurrently is subdivided or combined in the same proportion and in the same manner.

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Drag-Along Rights. Upon the written approval of the holders of shares representing at least 51% of the voting power represented by capital stock of the Company, any holder of shares of Class A common stock and Class B common stock shall vote their shares in favor of (a) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or any subsidiary of the Company of all or substantially all the assets of the Company and its subsidiaries taken as a whole, or the sale or disposition (whether by merger, consolidation or otherwise) of one or more subsidiaries of the Company if substantially all of the assets of the Company and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Company and (b) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is party (including, without limitation, any equity acquisition, reorganization, merger or consolidation but excluding any sale of equity for capital raising purposes) other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, as a result of shares in the Company held by such holders prior to such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity (or if the Company or such other surviving or resulting entity is a wholly-owned subsidiary immediately following such acquisition, its parent).

Fully paid and nonassessable. All outstanding shares of our Class B common stock are, and the shares of our Class A common stock to be issued pursuant to this offering will be, fully paid and non-assessable.

Preferred Stock

Our board of directors is authorized by our Certificate of Incorporation to establish classes or series of preferred stock and fix the designation, powers, preferences and rights of the shares of each such class or series and the qualifications, limitations or restrictions thereof without any further vote or action by our stockholders. Any shares of preferred stock so issued would have priority over our common stock with respect to dividend or liquidation rights. Any future issuance of preferred stock may have the effect of delaying, deferring or preventing a change in our control without further action by our stockholders and may adversely affect the voting and other rights of the holders of our common stock. At present we have no plans to issue any additional shares of preferred stock or to adopt any new series, preferences or other classification of preferred stock.

The issuance of shares of preferred stock, or the issuance of rights to purchase such shares, could be used to discourage an unsolicited acquisition proposal. For instance, the issuance of a series of preferred stock might impede a business combination by including class voting rights that would enable a holder to block such a transaction. In addition, under certain circumstances, the issuance of preferred stock could adversely affect the voting power of holders of our common stock. Although our board of directors is required to make any determination to issue preferred stock based on its judgment as to the best interests of our stockholders, our board could act in a manner that would discourage an acquisition attempt or other transaction that some, or a majority, of our stockholders might believe to be in their best interests or in which such stockholders might receive a premium for their stock over the then market price of such stock. Our board presently does not intend to seek stockholder approval prior to the issuance of currently authorized stock, unless otherwise required by law or applicable stock exchange rules.

Anti-Takeover Effects of Delaware Law and Our Certificate of Incorporation and Bylaws

Certain provisions of Delaware law, our Certificate of Incorporation and our Bylaws contain provisions that could have the effect of delaying, deferring or discouraging another party from acquiring control of us. In particular, our dual class common stock structure will concentrate ownership of our voting stock in the hands of our founders, board members and employees. These provisions, which are summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of the Company to first negotiate with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquiror outweigh the disadvantages of discouraging a proposal to acquire us because negotiation of these proposals could result in an improvement of their terms.

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Dual Class Structure. As discussed above, our Class B common stock has 10 votes per share, while Class A common stock, which is the class of stock we are selling in this offering, has 1 vote per share. Assuming all 10,000,000 shares of Class A common stock are sold in this offering, more than 90% of our Class B common stock will be controlled by our founders, executive officers and employees, representing approximately 97% of the voting power of our outstanding capital stock. Because of our dual class structure, our founders, executives and employees will continue to be able to control all matters submitted to our stockholders for approval even if they come to own significantly less than 50% of the shares of our outstanding common stock. This concentrated control could discourage others from initiating any potential merger, takeover or other change of control transaction that other stockholders may view as beneficial.

Board of directors vacancies. Our Certificate of Incorporation and Bylaws authorize only our board of directors to fill vacant directorships. In addition, the number of directors constituting our board of directors may be set only by resolution adopted by a majority vote of our entire board of directors. These provisions prevent a stockholder from increasing the size of our board of directors and gaining control of our board of directors by filling the resulting vacancies with its own nominees.

Undesignated Preferred Stock. Our board of directors has the authority, without further action by the stockholders, to issue up to 30,000,000 shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to time by our board of directors. The existence of authorized but unissued shares of preferred stock enables our board of directors to render more difficult or to discourage an attempt to obtain control of the Company by means of a merger, tender offer, proxy contest or otherwise.

Requirements for Advance Notification of Stockholder Nominations and Proposals. Our Bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of the board of directors or a committee of the board of directors. Our Bylaws do not give the board of directors the power to approve or disapprove stockholder nominations of candidates or proposals regarding business to be conducted at a special or annual meeting of the stockholders. However, our Bylaws may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed. These provisions may also discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company.

Delaware Anti-Takeover Statute. After this offering, we may become subject to the provisions of Section 203 of the Delaware General Corporation Law regulating corporate takeovers. In general, Section 203 prohibits a publicly-held Delaware corporation from engaging under certain circumstances, in a business combination with an interested stockholder for a period of three years following the date the person became an interested stockholder unless:

• prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

• upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding (1) shares owned by persons who are directors and also officers and (2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

• on or subsequent to the date of the transaction, the business combination is approved by the board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.

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Generally, a business combination includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, did own 15% or more of a corporation’s outstanding voting securities. We expect the existence of this provision to have an anti-takeover effect with respect to transactions our board of directors does not approve in advance. We also anticipate that Section 203 may also discourage attempts that might result in a premium over the market price for the shares of common stock held by stockholders.

The provisions of Delaware law, our Certificate of Incorporation and our Bylaws could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of our common stock that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.

Choice of forum. Our Certificate of Incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the exclusive forum for any derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty owed by any of our directors, officers or other employees; any action asserting a claim against the Company arising pursuant to the Delaware General Corporation Law, our Certificate of Incorporation or our Bylaws; or any action asserting a claim against us that is governed by the internal affairs doctrine. There are several pending lawsuits challenging the validity of choice of forum provisions in other companies’ organizational documents. It is possible that a court could rule that such a provision is inapplicable or unenforceable.

Transfer Agent and Registrar

FundAmerica Stock Transfer, LLC, is the transfer agent and registrar for our common stock. Notices to FundAmerica Stock Transfer, LLC may be given electronically at transferagent@fundamerica.com.

38

Ength Degree, LLC

Financial Statements and

Independent Auditors’ Report

December 31, 2015 and 2014

Ength Degree, LLC

Financial Statements

Contents

Independent Auditors’ Report	1
Financial Statements:
Balance Sheets	3
Statements of Operations	4
Statements of Changes in Members’ Equity/(Deficit)	5
Statements of Cash Flows	6
Notes to the Financial Statements	7

INDEPENDENT AUDITORS’ REPORT

To the Members

Ength Degree, LLC

San Diego, California

We have audited the accompanying financial statements of Ength Degree, LLC (the “Company”), which comprise the balance sheets as of December 31, 2015 and 2014, and the related statements of operations, changes in members’ equity/(deficit), and cash flows for the years then ended, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Ength Degree, LLC as of December 31, 2015 and 2014, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Uncertainty Regarding Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, during the years ended December 31, 2015 and 2014, the Company incurred net losses of $2.0 million and $1.3 million, respectively. Future working capital requirements are dependent on the Company’s ability to achieve and maintain profitable operations, and to continue its present short-term financing or obtain alternative financing as required. It is not possible to predict the outcome of future operations or whether the necessary alternative financing may be arranged, if needed. Those conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to that matter.

	/s/ PKF
San Diego, California	PKF
May 2, 2016	Certified Public Accountants
	A Professional Corporation

Ength Degree, LLC

Balance Sheets

December 31, 2015 and 2014

	2015		2014
ASSETS
Current assets:
Cash	$	205,300	$	37,544
Accounts receivable		292,591		-
Inventory		234,672		17,410
Prepaid expenses and other assets		52,200		182,658
Total current assets		784,763		237,612
Non-current assets:
Property and equipment		54,023		64,198
Other assets		33,465		18,662
Total non-current assets		87,488		82,860
Total assets	$	872,251	$	320,472
LIABILITIES AND MEMBERS’ DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	538,674	$	280,823
Line of credit		915,702		-
Capital leases, current portion		6,423		5,329
Total current liabilities		1,460,799		286,152
Long-term liabilities:
Capital leases, net of current portion		336		6,759
Deferred rent		117,437		150,415
Note payable		15,000		15,000
Member notes payable		1,668,096		300,000
Total long-term liabilities		1,800,869		472,174
Total liabilities		3,261,668		758,326
Commitments and contingencies (Notes 5-8)
Members’ deficit		(2,389,417)		(437,854)
Total liabilities and members’ deficit	$	872,251	$	320,472

See independent auditors’ report and notes to the financial statements.

- 3 -

Ength Degree, LLC

Statements of Operations

For the years ended December 31, 2015 and 2014

	2015		2014
Sales	$	1,540,334	$	354,321
Cost of sales		(1,027,628)		(196,882)
Gross profit		512,706		157,439
Operating expenses:
Research and development		413,675		382,462
Selling, general and administrative		1,995,357		1,042,378
Total operating expenses		2,409,032		1,424,840
Loss from operations		(1,896,326)		(1,267,401)
Interest and other income (expense)
Interest expense		(78,318)		(1,144)
Total interest and other income (expense)		(78,318)		(1,144)
Net loss	$	(1,974,644)	$	(1,268,545)

See independent auditors’ report and notes to the financial statements.

- 4 -

Ength Degree, LLC

Statements of Changes in Members’ Equity/(Deficit)

For the years ended December 31, 2015 and 2014

	Class A				Members’   Equity/(Deficit)
	Preferred Units		Common Units
Balance at December 31, 2013		25,788,438		100,000,000	$	75,345
Sale of preferred units		21,052,632		-		400,000
Exercise of warrants		15,789,474		-		300,000
Unit based compensation		-		-		55,346
Net loss		-		-		(1,268,545)
Balance at December 31, 2014		62,630,544		100,000,000		(437,854)
Member distribution		-		-		(50,000)
Unit based compensation		-		-		73,081
Net loss		-		-		(1,974,644)
Balance at December 31, 2015		62,630,544		100,000,000	$	(2,389,417)

See independent auditors’ report and notes to the financial statements.

- 5 -

Ength Degree, LLC

Statements of Cash Flows

For the years ended December 31, 2015 and 2014

	2015		2014
Cash flows from operating activities:
Net loss	$	(1,974,644)	$	(1,268,545)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense		15,609		13,423
Unit based compensation expense		73,081		55,346
Deferred rent		(32,978)		150,415
Change in operating assets and liabilities:
Accounts receivable		(292,591)		-
Inventory		(217,262)		(17,410)
Prepaid expenses and other assets		115,655		(181,658)
Accounts payable and accrued liabilities		257,851		267,629
Cash used in operating activities		(2,055,279)		(980,800)
Cash flows from investing activities:
Purchase of property and equipment		(5,434)		(25,399)
Cash used in investing activities		(5,434)		(25,399)
Cash flows from financing activities:
Net change in line of credit		915,702		-
Proceeds from note payable		-		15,000
Proceeds from sale of preferred units		-		400,000
Proceeds from exercise of warrants		-		300,000
Member distributions		(50,000)		-
Proceeds from member notes payable		1,968,096		300,000
Repayment of member notes payable		(600,000)		-
Payments on capital leases		(5,329)		(4,339)
Cash provided by financing activities		2,228,469		1,010,661
Net increase in cash		167,756		4,462
Cash at beginning of year		37,544		33,082
Cash at end of year	$	205,300	$	37,544
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest	$	12,538	$	-
Income taxes	$	-	$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Capital lease	$	-	$	5,499

See independent auditors’ report and notes to the financial statements.

- 6 -

Ength Degree, LLC

Notes to the Financial Statements

December 31, 2015 and 2014

Note 1 – Description of Business

On May 27, 2016, Ength Degree LLC, a Delaware limited liability company, converted to XY – the Findables Company, a Delaware corporation, pursuant to applicable conversion statutes of the Delaware General Corporation Law. As a result, our Consolidated Financial Statements covering the years ended December 31, 2014 and 2015, respectively, refer to certain equity interests in the Company’s predecessor, a limited liability company, including references to units and profits interest units. On May 27, 2016, the outstanding membership interests in Ength Degree LLC converted into shares of the Company’s Class B common stock.

The Company designs and develops products that use mobile devices to enable users to locate their personal items. The Company’s products are sold under the XY and Webble brands and include a mobile application (“app”) through a hosted platform based model that allows the customer to synchronize the product to its mobile device using Bluethooth technology. Members are personally liable for certain liabilities of the Company.

Note 2 – Summary of Significant Accounting Policies

Basis of Accounting – The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”).

Use of Estimates – The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires the Company’s management to make judgments, assumptions and estimates that affect the amounts reported in its financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Significant estimates and assumptions reflected in the financial statements include, but are not limited to, useful lives of property and equipment, fair value of member unit awards and warrants issued, and evaluating long-lived assets for impairment. Actual results may differ from these estimates and these differences may be material.

Concentration of Credit Risk – Financial instruments that potentially subject the Company to a concentration of credit risk principally consist of cash. The Company may maintain cash balances at what it believes are high credit-quality financial institutions. At times, balances at one financial institution may exceed federally insured limits of $250,000. The Company has not experienced any losses in such accounts nor does the Company believe it is exposed to any significant credit risk on cash and cash equivalents.

Concentrations of Customers, Vendors and Suppliers – The Company has one primary vendor that supplied approximately 100% of its products for each of the years ended December 31, 2015 and 2014. As of December 31 2015, three customers accounted for 63% of the Company’s outstanding accounts receivable. For the year ended December 31, 2015, Amazon and Brookstone comprised 12% and 30% of the Company’s sales, respectively. There were no accounts receivable and sales concentrations in 2014.

Accounts Receivable – The Company grants credit to customers in the normal course of business, but generally does not require collateral or any other security to support its receivable. At December 31, 2015 and 2014, there was no allowance for doubtful accounts as management believes all accounts receivable are fully collectible. For the years ended December 31, 2015 and 2014, the Company had no bad debt expense.

- 7 -

Ength Degree, LLC

Notes to the Financial Statements

December 31, 2015 and 2014

Note 2 – Summary of Significant Accounting Policies (continued)

Prepaid expenses and other assets – The Company at times prepays for its inventory. These pre-payments are included as prepaid expenses and other assets on the accompanying balance sheets and amounted to $51,865 and $124,205 as of December 31, 2015 and 2014, respectively.

Inventory – Inventory is stated at the lower of cost, determined on a weighted average basis, or market value and consists of purchased finished goods. Reserves are provided for slow moving and obsolete inventory, which are estimated based on a comparison of the quantity and cost of inventory on hand to management’s forecast of customer demand. At December 31, 2015 and 2014, there were no reserves for slow moving or obsolete inventory.

Property and Equipment – The Company states its property and equipment at cost. The Company computes depreciation using the straight-line method over the estimated useful lives of the respective assets. The depreciation and amortization periods for the Company’s property and equipment are as follows:

Office and equipment	Five years
Furniture and fixtures	Seven years

Deferred Rent – The Company amortizes its operating lease for its building using the straight-line method. Based on this straight-line method, the Company has accrued deferred rents in the amount of $150,415 and $176,913 at December 31, 2015 and 2014, respectively, for which the current portion is included in accounts payable and accrued expenses in the accompanying balance sheets.

Revenue Recognition – Revenue is recognized when all significant contractual obligations, which involve the shipment of the products sold and reasonable assurance as to the collectability of the resulting account receivable have been satisfied. Returns are permitted primarily due to damaged or unsalable items. Revenue is shown after deductions for prompt payment, volume discounts and returns. The Company participates in various promotional activities in conjunction with its retailers and distributors, primarily through the use of trade discounts and customer allowances, which include costs associated with off-invoice mark-downs and other price reductions, as well as trade promotions and coupons. These incentive costs are recognized at the later of the date on which the Company recognizes the related revenue or the date on which the Company offers the incentive. The allowances for sales returns are established based on the Company’s estimate of the amounts necessary to settle future and existing obligations for such items on products sold as of the balance sheet date. The Company regularly reviews and revises, when deemed necessary, its estimates of sales returns based primarily upon the historical rate of actual product returns, planned product discontinuances, new product launches and estimates of customer inventory and promotional sales. The Company records deferred revenue when cash is received or goods are shipped in advance of the revenue recognition criteria being met and where the customer, at its discretion, has the right to reject the product or services prior to final acceptance.

Sales Tax – Sales tax collected from customers and remitted to various government agencies is on a net basis (excluded from sales) in the statements of operations.

- 8 -

Ength Degree, LLC

Notes to the Financial Statements

December 31, 2015 and 2014

Note 2 – Summary of Significant Accounting Policies (continued)

Shipping and Handling Fees – The shipping and handling fees billed to customers are recorded as sales. The cost of shipping and handling fees are recorded as a component of cost of sales.

Cost of sales – Cost of sales includes the cost of product, packaging, inbound freight and any other direct costs associated with receipt of goods. Other costs, including purchasing, receiving, quality control and warehousing are classified as selling, general and administrative expenses.

At times the Company provides free products to its customers. These free products are accounted for in accordance with Accounting Standards Codification (“ASC”) 605-50 Revenue Recognition-Customer Payments and Incentives and the cost of the product is recognized in cost of sales.

Warranty Costs – The Company specifically warrants its products for one year, free of defects in materials and workmanship. The Company’s history of costs associated with any repair or replacement of product have been insignificant, and as such, the Company provides, by a current charge to cost of sales, any costs of replacement obligations for products sold.

Research and Development Costs – The Company expenses research and development costs as incurred. Research and development expenses are comprised of costs incurred in performing research and development activities, including professional service costs, contracted services, license agreements and other outside costs.

Advertising Costs – The Company advertises through catalogs, trade shows and the internet. The costs are expensed as incurred. Advertising costs for the years ended December 31, 2015 and 2014 were $373,088 and $152,979, respectively.

Programming, Hosting and Technology Expense – Programming, hosting and technology expense includes salary and stock-based compensation for engineers and developers, data center, domain name and other hosting expenses and software licensing fees and various other technology related expenses. These costs are currently not material and included in selling, general and administrative expenses.

Software Development Costs – The Company applies the principles of ASC 985-20, Software-Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed (“ASC 985-20”). ASC 985-20 requires that software development costs incurred in conjunction with product development be charged to research and development expense until technological feasibility is established. Thereafter, until the product is released for sale, software development costs must be capitalized and reported at the lower of unamortized cost or net realizable value of the related product. The Company has adopted the “tested working model” approach to establishing technological feasibility for its products. Under this approach, the Company does not consider a product in development to have passed the technological feasibility milestone until the Company has completed a model of the application that contains essentially all the functionality and features of the final product and has tested the model to ensure that it works as expected. To date, the Company has not incurred significant costs between the establishment of technological feasibility and the release of the application; thus, the Company has expensed all software development costs as incurred.

- 9 -

Ength Degree, LLC

Notes to the Financial Statements

December 31, 2015 and 2014

Note 2 – Summary of Significant Accounting Policies (continued)

Internal Use Software – The Company recognizes internal use software development costs in accordance with ASC 350-40, Intangibles-Goodwill and Other-Internal Use Software (“ASC 350-40”). Thus, the Company capitalizes software development costs, including costs incurred to purchase third-party software, beginning when it determines certain factors are present including, among others, that technology exists to achieve the performance requirements and/or buy versus internal development decisions have been made. The Company has not capitalized any internal use software costs to-date. The estimated useful life of costs capitalized will generally be three years.

Unit Based Compensation – The Company accounts for unit based compensation arrangements through the measurement and recognition of compensation expense for all unit based payment awards to employees, consultants and directors based on estimated fair values. For employees and directors, fair value is measured at the date of grant and remains constant during the vesting of the grant. For all others, fair value is measured at each date on which vesting of the grant occurs. The Company uses the Black-Scholes-Merton option valuation model to estimate the fair value of warrants and profit units at the date of grant. The Black-Scholes-Merton option valuation model requires the input of subjective assumptions to calculate the value of warrants and profit units. The Company uses comparable company data among other information to estimate the expected price volatility and the expected forfeiture rate.

Income Taxes – The Company is not a tax paying entity for Federal income tax purposes. All taxable income is reported to the individual members and reported on their respective individual income tax returns. Therefore, no provision of liability for Federal income taxes has been recorded in the financial statements.

The Company adopted the accounting guidance for uncertainty in income taxes. The Company recognizes tax positions in the financial statements when it is more-likely-than-not the position will be sustained upon examination by the tax authorities. As of December 31, 2015 and 2014, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. The Company recognizes interest and penalties related to uncertain tax positions in selling, general and administrative expenses. The Company’s tax returns are subject to examination by the Federal taxing authorities for a period of three years from the date they are filed and a period of four years for California taxing authorities.

Going Concern – During the years ended December 31, 2015 and 2014, the Company incurred net losses of $2.0 million and $1.3 million, respectively. The Company has incurred net losses to date. These losses have resulted principally from costs incurred in connection with development and launch of its products, consulting fees and selling, general and administrative expenses. The Company expects to continue to incur operating losses for the next two years as it refines its products and grows its customer base. As a result, the Company will seek to fund its operations through private equity and/or debt financings or other sources, as it deems necessary. If the Company fails to raise capital, it would have a negative impact on its financial condition and its ability to pursue its business strategies. Those conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

- 10 -

Ength Degree, LLC

Notes to the Financial Statements

December 31, 2015 and 2014

Note 2 – Summary of Significant Accounting Policies (continued)

Recent Accounting Pronouncements – In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which completes the joint effort by the FASB and the International Accounting Standards Board to improve financial reporting by creating common revenue recognition guidance for GAAP and the International Financial Reporting Standards. ASU 2014-09 will become effective for the Company beginning January 1, 2017 and early adoption is not permitted. The Company is currently evaluating the potential impact of ASU 2014-09 on the Company’s financial statements.

In August 2014, the FASB issued ASU No. 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 will explicitly require management to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosure in certain circumstances. The new standard will be effective for all entities in the first annual period ending after December 15, 2016. Earlier adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2014-15.

In July 2015, the FASB issued ASU 2015-11, Inventory: Simplifying the Measurement of Inventory (“ASU 2015-11”), which requires inventory to be measured using any method other than last-in, first out or the retail inventory method to be subsequently measured at the lower of cost or net realizable value, rather than at the lower of cost or market value. ASU 2015-11 is effective for annual reporting periods beginning after December 15, 2016 and for interim periods within such annual period. Early application is permitted. The Company is evaluating the potential impact of this guidance on the Company’s financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”), which, for operating leases, requires a lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in its balance sheet. The standard also requires a lessee to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, on a generally straight-line basis. ASU 2016-02 is effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company is evaluating the potential impact of this guidance on the Company’s financial statements.

In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (“ASU 2016-09”), which involves multiple aspects of the accounting for share-based transactions, including income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. ASU 2016-09 is effective for public companies for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. The Company is evaluating the potential impact of this guidance on the Company’s financial statements.

Subsequent Events – Management has evaluated subsequent events related to the historical financial statements through May 2, 2016, the date which the financial statements were available to be issued. See Note 10 for discussion of significant subsequent events.

- 11 -

Ength Degree, LLC

Notes to the Financial Statements

December 31, 2015 and 2014

Note 3 – Property and Equipment

Property and equipment consisted of the following at December 31, 2015 and 2014:

	2015		2014
Office equipment	$	52,048	$	46,614
Furniture and fixtures		38,222		38,222
		90,270		84,836
Accumulated depreciation		(36,247)		(20,638)
	$	54,023	$	64,198

Depreciation expense was $15,609 and $13,423 for the years ended December 31,2015 and 2014, respectively.

Note 4 – Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following at December 31, 2015 and 2014:

	2015		2014
Accounts payable	$	63,947	$	-
Deferred rent		32,978		26,498
Credit card liabilities		146,499		204,061
Payroll and benefits		133,162		18,894
Other		162,088		31,370
	$	538,674	$	280,823

Note 5 – Commitments and Contingencies

The Company leases office space under a lease agreement which expires June 30, 2019. Future minimum lease payments are as follows for the years ended:

Years ending December 31,	Amount
2016	$	254,016
2017		261,792
2018		269,568
2019		138,672
Total	$	924,048

The Company has two sub-leases with tenants that are for one-year terms, each expiring December 31, 2016. Rents of $2,000 and $1,500 per month are netted with the Company’s own rent expense. Rent expense was $167,588 and $169,541, for the years ended December 31, 2015 and 2014, respectively.

- 12 -

Ength Degree, LLC

Notes to the Financial Statements

December 31, 2015 and 2014

Note 6 – Line of Credit

In March 2015, the Company entered into a Revolving Credit (the “Line”) with a financial institution with an initial amount not to exceed approximately $1,700,000. This line of credit is limited and secured by a member’s personal investment account and could fluctuate throughout each year. Interest accrues daily on the outstanding principal amount under the Line at a rate equal to 4.00%. As of December 31, 2015, the Company had $915,702 outstanding under the Line.

Note 7 – Note Payable

On August 6, 2014, the Company entered into a $15,000 unsecured promissory note with an individual. The note has a term of 4 years, bears interest at 8% per annum and is convertible into Class A Preferred units at maturity date or if triggering events, such as a capitalization, change of control or other events, as defined occur. The balance of this note at December 31, 2015 and 2014 was $15,000.

Note 8 – Member Notes Payable

In 2014, the Company entered into several separate unsecured note agreements with one of its members totaling $300,000 and were to mature at various dates in 2018. The notes bear interest at 8% per annum. At December 31, 2014 the member note payable amounted to $300,000.

In 2015, the Company entered into several separate unsecured note agreements with one of its member’s totaling $1,968,096 and mature at various dates in 2019. The notes bear interest at 8% per annum. In 2015, $600,000 of the 2014 and 2015 notes were repaid. At December 31, 2015 the member note payable amounted to $1,668,096.

As of December 31, 2015 and 2014, the balance of accrued interest payable to the member for these loans was $28,382 and $0, respectively.

Note 9 – Members’ Equity/(Deficit)

Member Units – The Company is authorized to issue two (2) classes of Units: class A preferred limited liability company interests (the “Class A Preferred Units’) and class A common limited liability company interests (the “Class A Common Units”). Each class of Units is equal in all respects and has the same rights, terms, conditions and obligations a set within the LLC Agreement. The Company is authorized to issue up to 350,000,000 Units in the aggregate: (i) 100,000,000 Class A Preferred Units, and (ii) 250,000,000 Class A Common Units.

- 13 -

Ength Degree, LLC

Notes to the Financial Statements

December 31, 2015 and 2014

Note 9 – Members’ Equity/(Deficit) (continued)

2012 Equity Plan – In November 2012, the Company adopted the 2012 Equity Plan (the “2012 Plan”). The 2012 Plan initially authorized an aggregate of 47,800,000, later increased to 150,000,000 units, of the Company’s Common A Units for awards of “Profit Interests” (under IRS Revenue Procedure 93-27, IRS Revenue Procedure 2001-43, and IRS Notice 2005-43), (herein “Incentive Units”) to the Company’s employees, managers, officers, and consultants. At the time the units are granted, the Incentive Units will not give the holder a share of the proceeds if the Company’s assets were sold at fair market value and the proceeds of such disposition were distributed in complete liquidation of the Company immediately after the date of grant, but will give the holder a right to share in the appreciation in the value of the Company from the date of receipt forward, as specifically provided in the amended and restated limited liability company agreement of the Company, as amended from time to time. The 2012 Plan will terminate ten years subsequent to approval and adoption, or November 24, 2022.

Each Incentive Unit grant agreement shall specify the Profits Interest threshold amount which is the estimated value of each unit at the date of grant. All Incentive Units were granted with a participation threshold equal to the estimated fair value of the Company on the date of grant. Because there has been no public market for the Incentive Units, the Company’s Board of Directors has determined the fair value of the Company’s Incentive Units based on an analysis of relevant metrics. Each Incentive Unit grant agreement shall specify the date or milestone(s) when all or any installment of Incentive Units is to become vested. Any unvested units will be forfeited back to the Company.

Total unit based compensation expense recognized for the time-based Incentive Units granted under the 2012 Equity Plan was $73,081 for the year ended December 31, 2015. No unit based compensation expense was recognized for the year ended December 31, 2014. These amounts are included in selling, general and administrative expenses in the statements of operations.

The following table shows the activity of Incentive Units issued and cancelled during the years ended December 31, 2015 and 2014:

Balance at December 31, 2013	48,192,783
Issuance of Incentive Units	36,767,167
Cancelation of Incentive Units	(3,604,501)
Balance at December 31, 2014	81,355,449
Issuance of Incentive Units	23,050,000
Cancelation of Incentive Units	(25,427,083)
Balance at December 31, 2015	78,978,366

The weighted-average grant-date fair value of each of the Incentive Units granted for the year ended December 31, 2015 and 2014 was $0.10 and $0.016 per unit. The assumptions used by the Company for calculating the fair value of the Incentive Units using the Black-Scholes-Merton valuation model were: (i) Volatility 71%; (ii) Risk-Free Interest Rate of 0.15%; and Expected Term of 1 to 2 years. As of December 31, 2015, approximately $831,000 of unrecognized compensation expense related to the Company’s Incentive Units is expected to be recognized over a weighted average period of 1.5 years. The Incentive Units do not have contractual lives.

- 14 -

Ength Degree, LLC

Notes to the Financial Statements

December 31, 2015 and 2014

Note 9 – Members’ Equity/(Deficit) (continued)

Warrants – Warrants are valued at fair value using the Black-Scholes options pricing model that takes into account the estimated fair value of the member units at the grant date, the exercise price, the expected life of the warrants, the expected dividend yield, the risk-free interest rate, and the estimated volatility over the expected life of the warrants.

There is no active external or internal market for the Company’s member units. Thus, it is not possible to calculate the historical volatility of the Company’s member unit price. Accordingly, the Company used the historical volatility of a peer group of public companies which are in the industry in which the Company operates.

The estimated fair value of the warrants at the grant date is based on management’s estimates. Management’s estimate of the expected life of the warrant is based on the contractual term. The dividend yield is based on management’s expectations that the Company will not pay dividends. The risk-free interest rate is based on the effective interest rates for U.S. Treasury zero coupon strips with maturities which approximate the expected life of the options. Volatility is based on management’s estimate determined by a peer group of publicly traded companies

The following table presents details of the assumptions used to calculate the grant date fair value of warrants granted by the Company in 2014:

	2014
Price per unit	$	0.016
Exercise price per unit	$	0.019
Expected volatility		71.1%
Risk-free interest rate		0.15%
Dividend yield		0.00%

In 2013 and 2014, the Company issued 21,052,632 and 16,315,790 warrants, respectively, to two of its members with an exercise price of $0.019 per unit and a one year life. During 2013 and 2014, the members exercised 5,263,158 and 15,789,474 warrants, respectively. Compensation expense recognized for warrants was $0 and $55,346 for the years ended December 31, 2015 and 2014, respectively. As of December 31, 2015, there was no unrecognized compensation cost related to unvested warrants. At December 31, 2015, there were no warrants issued and outstanding.

Note 10 – Subsequent Events

In 2016, the Company borrowed approximately an additional $1.8 million from its members for operation and to pay down the line of credit.

From January through April 2016, the Company issued 1,050,000 Incentive Units to various employees. The Company has not performed a valuation of these units as of the date of this report.

- 15 -

XY – the Findables Company

Financial Statements

(Unaudited)

Contents

Balance Sheets (Unaudited)	1
Statements of Operations (Unaudited)	2
Statements of Changes in Members’ Deficit and Shareholders’ Equity	3
Statements of Cash Flows (Unaudited)	4
Notes to the Unaudited Financial Statements	5

XY – the Findables Company

Balance Sheets

(Unaudited)

	June 30, 2016		December 31, 2015
Assets
Current assets:
Cash	$	113,712	$	205,300
Accounts receivable		109,958		292,591
Inventory		413,919		234,672
Prepaid expenses and other assets		172,429		52,200
Total current assets		810,018		784,763
Non-current assets:
Property and equipment, net		46,078		54,023
Other assets		48,152		33,465
Total non-current assets		94,230		87,488
Total assets	$	904,248	$	872,251
Liabilities and shareholders’ equity/members’ deficit
Current liabilities:
Accounts payable and accrued expenses	$	368,990	$	426,321
Line of credit		-		915,702
Capital leases, current portion		3,349		6,423
Deferred rent, current portion		36,866		32,978
Other current liabilities		54,311		79,375
Total current liabilities		463,516		1,460,799
Long-term liabilities:
Capital leases, net of current portion		-		336
Deferred rent, net of current portion		97,060		117,437
Note payable		-		15,000
Member notes payable		-		1,668,096
Total long-term liabilities		97,060		1,800,869
Total liabilities		560,576		3,261,668
Commitments and contingencies (see Note 5)
Shareholders’ equity/members’ deficit
Common stock		3,267		-
Additional paid-in capital		4,154,143		-
Retained earnings		(3,813,738)		-
Member’s deficit		-		(2,389,417)
Total shareholders’ equity/member’s deficit		343,672		(2,389,417)
Total liabilities and shareholders’ equity/members’ deficit	$	904,248	$	872,251

- 1 -

XY – the Findables Company

Statements of Operations

For the six months ended June 30, 2016 and 2015

(Unaudited)

	2016		2015
Sales	$	314,722	$	265,130
Cost of sales		(173,370)		(181,003)
Gross profit		141,352		84,127
Operating expenses:
Research and development		268,458		165,060
Sales and marketing		513,078		355,009
General and administrative		720,442		449,721
Total operating expenses		1,501,978		969,790
Loss from operations		(1,360,626)		(885,663)
Interest expense		(88,383)		(21,718)
Other income		27,061		27,007
Net loss	$	(1,421,948)	$	(880,374)

- 2 -

XY – the Findables Company

Statements of Changes in Members’ Deficit and Shareholders’ Equity

For the six months ended June 30, 2016

(Unaudited)

	Common stock				Additional
		Shares		Amount		paid-in capital		Retained earnings		Member’s deficit		Total
Balance at December 31, 2015		-	$	-	$	-	$	-	$	(2,389,417)	$	(2,389,417)
Reorganization from an LLC to a Corporation		23,729,018		2,373				(2,391,790)		2,389,417		-
Share based compensation						277,002						277,002
Conversion of notes payable		8,487,064		849		3,677,186						3,678,035
Shares issued		454,545		45		199,955						200,000
Shares forfeited		(10,475)		-								-
Net loss								(1,421,948)				(1,421,948)
Balance at June 30, 2016		32,660,152	$	3,267	$	4,154,143	$	(3,813,738)	$	-	$	343,672

- 3 -

XY – the Findables Company

Statements of Cash Flows

For the six months ended June 30, 2016 and 2015

(Unaudited)

	2016		2015
Cash flows from operating activities:
Net loss	$	(1,421,948)	$	(880,374)
Adjustments:
Depreciation and amortization		7,945		7,667
Share based compensation expense		277,002		69,897
Deferred rent		(16,489)		13,249
Bad debt expense		1,073		-
Interest expense		110,203		-
Changes in operating assets and liabilities:
Accounts receivable		181,560		(70,612)
Inventory		(179,247)		(151,263)
Prepaid expense		(120,229)		(174,987)
Other assets		(14,687)		-
Accounts payable		(57,331)		6,945
Other liabilities		(25,064)		21,181
Net cash used in operating activities		(1,257,212)		(1,158,297)
Cash flows from investing activities:
Purchase of property and equipment		-		(5,433)
Net cash used in investing activities		-		(5,433)
Cash flows from financing activities:
Proceeds from member notes payable		1,884,736		250,000
Repayment of member notes payable		-		(550,000)
Member distributions		-		(50,000)
Proceeds from common stock offering		200,000		-
Net change in line of credit		(915,702)		1,525,000
Payments on capital leases		(3,410)		(3,401)
Net cash provided by financing activities		1,165,624		1,171,599
Net increase (decrease) in cash		(91,588)		7,869
Cash at beginning of period		205,300		37,544
Cash at end of period	$	113,712	$	45,413
Supplemental disclosures of cash flow information:
Interest paid	$	6,563	$	11,311
Taxes paid	$	2,827	$	1,071
Supplemental disclosures of noncash financing activities:
Conversion of notes payable to common stock	$	3,678,035	$	-

- 4 -

XY – the Findables Company

Notes to the Unaudited Financial Statements

Six Months Ended June 30, 2016

Note 1 – Description of Business

XY – the Findables Company (the “Company”) is a corporation organized under the laws of the State of Delaware. On May 26, 2016, the Company changed its name from Ength Degree LLC to XY – the Findables Company and converted from a Delaware limited liability company to a Delaware corporation pursuant to applicable conversion statues of the Delaware General Corporation Law. The Company was originally formed in June 2012. The Company designs and develops products that use mobile devices to enable users to locate their personal items. The Company’s products are sold under the XY and Webble brands and include a mobile application (“app”) through a hosted platform base model that allows the customer to synchronize the product to their mobile device using Bluetooth technology.

Note 2 – Summary of Significant Accounting Policies

Basis of Accounting – The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). In the opinion of management, all adjustments necessary to make the interim financial statements not misleading have been included.

Use of Estimates – The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires Company’s management to make judgments, assumptions and estimates that affect the amounts reported in its financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Significant estimates and assumptions reflected in the financial statements include, but are not limited to, useful lives of property and equipment, fair value of member unit awards and warrants issued, and evaluating long-lived assets for impairment. Actual results may differ from these estimates and these differences may be material.

Concentration of Credit Risk – Financial instruments that potentially subject the Company to a concentration of credit risk principally consist of cash. The Company may maintain cash balances at what it believes are high credit-quality financial institutions. At times, balances at one financial institution may exceed federally insured limits of $250,000. The Company has not experienced any losses in such accounts nor does the Company believe it is exposed to any significant credit risk on cash and cash equivalents.

Concentrations of Customers, Vendors and Suppliers – The Company has one primary vendor that supplied approximately 100% of its products for the year ended December 31, 2015 and each of the six months ended June 30, 2016 and June 30, 2015. For each of the six months ended June 30, 2016 and year ended December 31, 2015, three customers accounted for 75% of the Company’s outstanding accounts receivable and three customers accounted for 63% of the Company’s outstanding accounts receivable, respectively. For each of the six months ended June 30, 2016 and year ended December 31, 2015, three customers accounted for 46% of the Company’s sales and three customers accounted for 35% of the Company’s sales, respectively.

- 5 -

XY – the Findables Company

Notes to the Unaudited Financial Statements

Six Months Ended June 30, 2016

Note 2 – Summary of Significant Accounting Policies (continued)

Accounts Receivable – The Company grants credit to customers in the normal course of business, but generally does not require collateral or any other security to support its receivable. At June 30, 2016 and December 31, 2015, there was no allowance for doubtful accounts as management believes all accounts receivable are fully collectible. For the six months ended June 30, 2016 and year ended December 31, 2015, the Company had bad debt expense of $1,073 and $0, respectively.

Prepaid expenses and other assets – The Company at times prepays for its inventory. These pre-payments are included as prepaid expenses on the accompanying balance sheets and amounted to $172,429 and $51,865 as of June 30, 2016 and December 31, 2015, respectively.

Inventory – Inventory is stated at the lower of cost, determined on a weighted average basis, or market and consists of purchased finished goods. Reserves are provided for slow moving and obsolete inventory, which are estimated based on a comparison of the quantity and cost of inventory on hand to management’s forecast of customer demand. At June 30, 2016 and December 31, 2015, there were no reserves for slow moving or obsolete inventory.

Property and Equipment – The Company states its property and equipment at cost. The Company computes depreciation using the straight-line method over the estimated useful lives of the respective assets. The depreciation and amortization periods for the Company’s property and equipment are as follows:

Office and equipment	Five years
Furniture and fixtures	Seven years

Deferred Rent – The Company amortizes its operating lease for its building using the straight-line method. Based on this straight-line method, the Company has accrued deferred rents in the amount of $133,926 and $150,415 at June 30, 2016 and December 31, 2015, respectively.

Revenue Recognition – Revenue is recognized when all significant contractual obligations, which involve the shipment of the products sold and reasonable assurance as to the collectability of the resulting account receivable have been satisfied. Returns are permitted primarily due to damaged or unsalable items. Revenue is shown after deductions for prompt payment, volume discounts and returns. The Company participates in various promotional activities in conjunction with its retailers and distributors, primarily through the use of trade discounts and customer allowances, which include costs associated with off-invoice mark-downs and other price reductions, as well as trade promotions and coupons. These incentive costs are recognized at the later of the date on which the Company recognizes the related revenue or the date on which the Company offers the incentive. The allowances for sales returns are established based on the Company’s estimate of the amounts necessary to settle future and existing obligations for such items on products sold as of the balance sheet date. The Company regularly reviews and revises, when deemed necessary, its estimates of sales returns based primarily upon the historical rate of actual product returns, planned product discontinuances, new product launches and estimates of customer inventory and promotional sales. The Company records deferred revenue when cash is received or goods are shipped in advance of the revenue recognition criteria being met and where the customer, at its discretion, has the right to reject the product or services prior to final acceptance.

Sales Tax – Sales tax collected from customers and remitted to various government agencies is on a net basis (excluded from sales) in the statements of operations.

- 6 -

XY – the Findables Company

Notes to the Unaudited Financial Statements

Six Months Ended June 30, 2016

Note 2 – Summary of Significant Accounting Policies (continued)

Shipping and Handling Fees – The shipping and handling fees billed to customers are recorded as sales. The cost of shipping and handling fees are recorded as a component of cost of sales.

Cost of sales – Cost of sales includes the cost of product, packaging, inbound freight, and any other direct costs associated with receipt of goods. Other costs, including purchasing, receiving, quality control, and warehousing are classified as selling, general and administrative expenses.

At times the Company provides free products to its customers. These free products are accounted for in accordance with Accounting Standards Codification (“ASC”) 605-50 Revenue Recognition-Customer Payments and Incentives and the cost of the product is recognized in cost of sales.

Warranty Costs – The Company specifically warrants its products for two years, free of defects in materials and workmanship. The Company’s history of costs associated with any repair or replacement of product have been insignificant, and as such, the Company provides, by a current charge to cost of sales, any costs of replacement obligations for products sold.

Research and Development Costs – The Company expenses research and development costs as incurred. Research and development expenses are comprised of costs incurred in performing research and development activities, including professional service costs, contracted services, license agreements and other outside costs.

Advertising Costs – The Company advertises through catalogs, trade shows, and the internet. The costs are expensed as incurred. Advertising costs for the six months ended June 30, 2016 and 2015 were $71,549 and $126,266, respectively.

Programming, Hosting and Technology Expense – Programming, hosting and technology expense includes salary and stock-based compensation for engineers and developers, data center, domain name and other hosting expenses and software licensing fees and various other technology related expenses. These costs are currently not material and included in general and administrative expenses.

Software Development Costs – The Company applies the principles of ASC 985-20, Software-Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed (“ASC 985-20”). ASC 985-20 requires that software development costs incurred in conjunction with product development be charged to research and development expense until technological feasibility is established. Thereafter, until the product is released for sale, software development costs must be capitalized and reported at the lower of unamortized cost or net realizable value of the related product. The Company has adopted the “tested working model” approach to establishing technological feasibility for its products. Under this approach, the Company does not consider a product in development to have passed the technological feasibility milestone until the Company has completed a model of the application that contains essentially all the functionality and features of the final product and has tested the model to ensure that it works as expected. To date, the Company has not incurred significant costs between the establishment of technological feasibility and the release of the application; thus, the Company has expensed all software development costs as incurred.

- 7 -

XY – the Findables Company

Notes to the Unaudited Financial Statements

Six Months Ended June 30, 2016

Note 2 – Summary of Significant Accounting Policies (continued)

Internal Use Software – The Company recognizes internal use software development costs in accordance with ASC 350-40, Intangibles-Goodwill and Other-Internal Use Software (“ASC 350-40”). Thus, the Company capitalizes software development costs, including costs incurred to purchase third-party software, beginning when it determines certain factors are present including, among others, that technology exists to achieve the performance requirements and/or buy versus internal development decisions have been made. The Company has not capitalized any internal use software costs to-date. The estimated useful life of costs capitalized will generally be three years.

Share and Unit Based Compensation – The Company accounts for share and unit based compensation arrangements through the measurement and recognition of compensation expense for all options and unit based payment awards to employees, consultants and directors based on estimated fair values. For employees and directors, fair value is measured at the date of grant and remains constant during the vesting of the grant. For all others, fair value is measured at each date on which vesting of the grant occurs. The Company uses the Black-Scholes option valuation model to estimate the fair value of warrants and profit units at the date of grant. The Black-Scholes option valuation model requires the input of subjective assumptions to calculate the value of warrants, options, and profit units. The Company uses comparable company data among other information to estimate the expected price volatility and the expected forfeiture rate.

Income Taxes – The Company became a tax paying entity for Federal income tax purposes on May 26, 2016. All taxable income prior to that was reported to the individual members and reported on their respective individual income tax returns. Once the Company became a corporation for tax purposes, income taxes were accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the related temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized when the rate change is enacted. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized.

The Company adopted the accounting guidance for uncertainty in income taxes. The Company recognizes tax positions in the financial statements when it is more-likely-than-not that the position will be sustained upon examination by the tax authorities. As of June 30, 2016, December 31, 2015 and June 30, 2015, management determined that the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements under applicable law or regulation. The Company recognizes interests and penalties related to uncertain tax positions in selling, general and administrative expenses. The Company’s tax returns are subject to examination by the Federal taxing authorities for a period of three years from the date they are filed and a period of four years for California taxing authorities.

- 8 -

XY – the Findables Company

Notes to the Unaudited Financial Statements

Six Months Ended June 30, 2016

Note 2 – Summary of Significant Accounting Policies (continued)

Going Concern – During the six months ended June 30, 2016 and 2015, the Company incurred net losses of $1.4 million and $0.9 million, respectively. The Company has incurred net losses to date. These losses have resulted principally from costs incurred in connection with development and launch of its product, consulting fees, selling and marketing, and general and administrative expenses. The Company expects to continue to incur operating losses for the next two years as it refines its products and grows its customer base. As a result, the Company will seek to fund its operations through this offering, private equity and/or debt financings or other sources, as it deems necessary. If the Company fails to raise capital, it would have a negative impact on its financial condition and its ability to pursue its business strategies. Those conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Recent Accounting Pronouncements – In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which completes the joint effort by the FASB and the International Accounting Standards Board to improve financial reporting by creating common revenue recognition guidance for GAAP and the International Financial Reporting Standards. ASU 2014-09 will become effective for the Company beginning January 1, 2017 and early adoption is not permitted. The Company is currently evaluating the potential impact of ASU 2014-09 on the Company’s financial statements.

In August 2014, the FASB issued ASU No. 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 will explicitly require management to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosure in certain circumstances. The new standard will be effective for all entities in the first annual period ending after December 15, 2016. Earlier adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2014-15.

In July 2015, the FASB issued ASU 2015-11, Inventory: Simplifying the Measurement of Inventory (“ASU 2015-11”), which requires inventory to be measured using any method other than last-in, first out or the retail inventory method to be subsequently measured at the lower of cost or net realizable value, rather than at the lower of cost or market. ASU 2015-11 is effective for annual reporting periods beginning after December 15, 2016 and for interim periods within such annual period. Early application is permitted. The Company is evaluating the potential impact of this guidance on the Company’s financial statements

In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”), which, for operating leases, requires a lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in its balance sheet. The standard also requires a lessee to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, on a generally straight-line basis. ASU 2016-02 is effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company is evaluating the potential impact of this guidance on the Company’s financial statements.

- 9 -

XY – the Findables Company

Notes to the Unaudited Financial Statements

Six Months Ended June 30, 2016

Note 2 – Summary of Significant Accounting Policies (continued)

In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (“ASU 2016-09”), which involve multiple aspects of the accounting for share-based transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for public companies for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. The Company is evaluating the potential impact of this guidance on the Company’s financial statements.

Subsequent Events – Management has evaluated subsequent events related to the historical financial statements through September 9, 2016, the date which the financial statements were available to be issued. See Note 10 for discussion of significant subsequent events.

Note 3 – Property and Equipment

Property and equipment consisted of the following at June 30, 2016 and December 31, 2015:

	2016		2015
Office equipment		$        52,048		$        52,048
Furniture and fixtures		38,222		38,222
		90,270		90,270
Accumulated depreciation		(44,192)		(36,247)
		$        46,078		$        54,023

Depreciation expense was $7,945 and $7,667 for the periods ended June 30, 2016 and 2015, respectively.

Note 4 – Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following at June 30, 2016 and December 31, 2015:

	2016		2015
Accounts payable		$        201,440		$          63,947
Credit card liabilities		63,507		146,499
Payroll and benefits		25,014		133,162
Other		79,029		82,713
		$        368,990		$        426,321

- 10 -

XY – the Findables Company

Notes to the Unaudited Financial Statements

Six Months Ended June 30, 2016

Note 5 – Commitments and Contingencies

The Company leases office space under a lease agreement. Future minimum lease payments are as follows for the years ended:

Periods ending June 30,	Amount
2017		$    257,904
2018		265,680
2019		273,456
Total		$    797,040

The Company subleases approximately half of our leased property to local subtenants, but reserves the right to retake possession of such subleased space. Rent collected on these sub-leases is recorded as other income. Rent expense was $110,509 and $110,519, for the periods ended June 30, 2016 and 2015, respectively.

Note 6 – Line of Credit

In March 2015, the Company entered into a Revolving Credit (the “Line”) with Wells Fargo with an initial amount not to exceed approximately $1,700,000. This line of credit is limited and secured by the personal investment account of the Company’s Chief Executive Officer and could fluctuate throughout each year. Interest accrues daily on the outstanding principal amount under the Line at a rate equal to 4.00%. As of June 30, 2016 and December 31, 2015, the Company had $0 and $915,702 outstanding under the Line, respectively.

Note 7 – Note Payable

On August 6, 2014, the Company issued a $15,000 unsecured promissory note with an individual. The note has a term of 4 years, bears interest at 8% per annum and is convertible into Class A Preferred units at maturity date or if triggering events, such as a capitalization, change of control or other events (as defined in the note). The balance of this note at December 31, 2015 was $15,000. On May 27, 2016, the principal amount outstanding on the note and accrued interest of $17,223 was converted to 68,113 shares of Class B common stock.

Note 8 – Member Notes Payable

In 2014, the Company entered into several separate unsecured note agreements with Arie Trouw, the Company’s Chief Executive Officer, totaling $300,000 that were to mature at various dates in 2018. In 2015, the Company entered into several separate unsecured note agreements with Mr. Trouw totaling $1,968,096 that mature at various dates in 2019. In 2016, the Company entered into several separate unsecured note agreements with Mr. Trouw and Craig and Susanna Frownfelter totaling $1,884,736 that mature at various dates in 2020. These notes bear interest at 8% per annum.

As of December 31, 2015, $600,000 of the 2014 and 2015 notes were repaid and the aggregate amount outstanding on the notes was $1,668,096.

- 11 -

XY – the Findables Company

Notes to the Unaudited Financial Statements

Six Months Ended June 30, 2016

Note 8 – Member Notes Payable (continued)

On May 27, 2016 the members converted the principal amount outstanding on the notes and accrued interest of $3,660,812 into 8,418,951 shares of Class B common stock.

As of June 30, 2016 and December 31, 2015, the aggregate interest outstanding on these notes was $0 and $28,382, respectively.

Note 9 – Shareholders’ Equity/ Members’ Deficit

Shareholder’ Equity – The Company converted from a Limited Liability Company to a C-Corporation on May 26, 2016. The Company has authority to issue 130,000,000 shares, consisting of 60,000,000 shares of Class A common stock, $0.0001 par value per share, 40,000,000 shares of Class B common stock, $0.0001 par value per share, and 30,000,000 shares of undesignated preferred stock, $0.0001 par value per share. Holders of Class A common stock and Class B common stock have identical rights, including liquidation preferences, except that the holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to 10 votes per share on all matters submitted to the stockholder vote.

Any outstanding units were converted into shares of Class B common stock on a pro rata basis, determined using the fair market value thereof. The vesting terms of any unvested units carried over to the shares of common stock into which they converted. As of June 30, 2016, the following shares of stock were issued and outstanding:

Class A common stock	0
Class B common stock	32,660,152
	32,660,152

Options - In June, 2016, the Company approved the 2016 Equity Incentive Plan and authorized the issuance of 3,025,900 Class A common stock options and awards that may be granted to directors, employees and consultants. The stock options are exercisable at no less than the fair market value of the underlying shares on the date of grant. Generally, one quarter of the stock options vest one year after the vesting commence date with the remainder vesting 1/36^th per month thereafter. The stock options generally have a term of 10 years. The following table summarizes the stock option activity during the six months ended June 30, 2016:

- 12 -

XY – the Findables Company

Notes to the Unaudited Financial Statements

Six Months Ended June 30, 2016

Note 9 – Shareholders’ Equity/ Members’ Deficit (continued)

	Number of      Shares		Weighted Average   Exercise Price		Weighted Average     Remaining Contract     Term (Years)
Outstanding - December 31, 2015		-
Granted		1,350,900	$	0.44		9.92
Forfeited		(30,666)		0.44		-
Outstanding - June 30, 2016		1,320,234		0.44		9.92
Total exercisable		588,435		0.44		9.92
Total unvested		731,799		0.44		9.92
Total vested or expected to vest		1,320,234		0.44		9.92

The following table summarizes unvested stock options as of June 30, 2016:

	Number of      Shares		Weighted Average Fair Value Per   Share on Grant Date
Unvested stock options - December 31, 2015		-
Granted		762,465	$	0.44
Vested		-
Forfeited		(30,666)		0.44
Outstanding - June 30, 2016		731,799		0.44

Total share based compensation related to the issuance of common stock and stock options for the six months ended June 30, 2016 was $277,002. As of June 30, 2016, approximately $329,000 of unrecognized compensation expense related to the Company’s stock and stock options is expected to be recognized over a weighted average period of 2.0 years.

The assumptions used by the Company for calculating the fair value of the stock options using the Black-Scholes valuation model were: (i) Volatility 71%; (ii) Risk-Free Interest Rate of 0.15%; and (iii) Expected Term of 2 years.

Member Units – The Company was authorized to issue two classes of Units: class A preferred limited liability company interests (the “Class A Preferred Units”) and class A common limited liability company interests (the “Class A Common Units”). Each class of Units was equal in all respects and had the same rights, terms, conditions and obligations as set forth in the Company’s limited liability company agreement. The Company was authorized to issue up to 350,000,000 Units in the aggregate: (i) 100,000,000 Class A Preferred Units, and (ii) 250,000,000 Class A Common Units. All of the Company’s Units have been cancelled as the result of the conversion into a C-Corporation.

- 13 -

XY – the Findables Company

Notes to the Unaudited Financial Statements

Six Months Ended June 30, 2016

Note 9 – Shareholders’ Equity/ Members’ Deficit (continued)

2012 Equity Plan – In November 2012, the Company adopted the 2012 Equity Plan (the “2012 Plan”). The 2012 Plan initially authorized an aggregate of 47,800,000, later increased to 150,000,000 units, of the Company’s Class A Common Units for awards of “Profit Interests” (under IRS Revenue Procedure 93-27, IRS Revenue Procedure 2001-43, and IRS Notice 2005-43), (herein “Incentive Units”) to the Company’s employees, managers, officers, and consultants. At the time the Units were granted, the Incentive Units would not give the holder a share of the proceeds if the Company’s assets were sold at fair market value and the proceeds of such disposition were distributed in complete liquidation of the Company immediately after the date of grant, but gave the holder a right to share in the appreciation in the value of the Company from the date of receipt forward, as specifically provided in the Company’s limited liability company agreement. The 2012 Plan will terminate ten years subsequent to its approval and adoption, or November 24, 2022.

Each Incentive Unit grant specified the amount that would be distributed to outstanding Units before any distributions on such Incentive Unit (a “Profits Interest Threshold Amount”). The Profits Interest Threshold Amount for each Incentive Unit was set at the amount that would be distributed to the outstanding Units on the date of grant if the Company was liquidated on such date and the assets sold at fair market value. Because there has been no public market for the Incentive Units, the Company’s Board of Directors determined the fair value of the Company’s Incentive Units based on an analysis of relevant metrics. Each Incentive Unit grant agreement specified the date or milestone(s) when all or any installment of Incentive Units would vest. Any unvested Units were forfeited back to the Company. Upon termination of services, the Company had the option to repurchase all of the vested Units from the holder for a price equal to the purchase price paid.

Total unit based compensation expense recognized for the time-based Incentive Units granted under the 2012 Equity Plan was $69,897 for the period ended June 30, 2015.

The following table shows the activity of Incentive Units issued and cancelled during the period ended June 30, 2016:

Balance at December 31, 2014	81,355,449
Issuance of incentive units	23,050,000
Cancelation of incentive units	(25,427,083)
Balance at December 31, 2015	78,978,366
Issuance of incentive units	1,050,000
Cancelation of incentive units	(5,368,748)
Converted to Class B common stock	(74,659,618)
Balance at June 30, 2016	-

The weighted-average grant-date fair value of each of the Incentive Units granted for the period ended June 30, 2015 was $0.10 per Unit. The assumptions used by the Company for calculating the fair value of the Incentive Units using the Black-Scholes valuation model were: (i) Volatility 71%; (ii) Risk-Free Interest Rate of 0.15%; and (iii) Expected Term of 1 to 2 years.

- 14 -

XY – the Findables Company

Notes to the Unaudited Financial Statements

Six Months Ended June 30, 2016

Note 10 – Subsequent Events

In August 2016, Craig and Susanna Frownfelter, Company shareholders, purchased a promissory note in the aggregate principal amount of $150,000 and a warrant to purchase 150,000 shares of the Company’s Class A common stock with an exercise price per share of $1.00.

In September 2016, the Company’s Board of Directors approved a grant of options to purchase 163,400 shares of the Company’s Class A common stock with an exercise price of $1.00 per share to two board members for compensation in connection with their service as directors of the Company.

- 15 -

EXHIBIT INDEX

Exhibit Number	Description
2.1+	Certificate of Incorporation of the Company, as currently in effect
2.2+	Bylaws of the Company, as currently in effect
4.1	Form of Subscription Agreement
4.2	Class A Common Stock Warrant by and between the Company and The Frownfelter Family Trust dated August 12, 2016
6.1+	2016 Equity Incentive Plan
6.2+	Posting Agreement by and between the Company and Start Engine dated February 24, 2016
6.3	Registered Transfer Agent Agreement by and between the Company and FundAmerica Stock Transfer, LLC dated September 2, 2016
6.4	Technology Services Agreement by and between the Company and FundAmerica, LLC dated September 2, 2016
8.1	Escrow Services Agreement by and between the Company and Provident Trust Group, LLC dated September 7, 2016
11.1	Consent of PKF APC
12.1	Opinion of Stradling Yocca Carlson & Rauth, P.C.
13.1+	Testing the Waters materials

+ Previously filed as an exhibit to the initial Preliminary Offering Circular on June 17, 2016.

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on September 20, 2016.

XY, INC.
By:	/s/ Arie Trouw
Name:	Arie Trouw
Title:	Chairman and Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Arie Trouw, his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Form 1-A offering statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

This offering statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Arie Trouw Arie Trouw	Chief Executive Officer and Director	September 20, 2016
/s/ Arie Trouw Arie Trouw	Chief Financial Officer	September 20, 2016
/s/ Soraya Darabi Soraya Darabi	Director	September 20, 2016
/s/ John Arana John Arana	Director	September 20, 2016

EX1A-4 SUBS AGMT

Exhibit 4.1

XY - THE FINDABLES COMPANY

SUBSCRIPTION AGREEMENT

The securities offered hereby are highly speculative. Investing in shares of XY - the Findables Company, a Delaware corporation (the “Company”), involves significant risks. This investment is suitable only for persons who can afford to lose their entire investment. In addition, investors must understand that equity securities of the Company, including any shares purchased in this offering, could be illiquid for an indefinite period of time. No public market currently exists for the securities, and if a public market develops following this offering, it may not continue.

The securities offered hereby have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities or blue sky laws and are being offered and sold in reliance on exemptions from the registration requirements of the Securities Act and state securities or blue sky laws. Although an offering statement has been filed with the Securities and Exchange Commission (the “SEC”), that offering statement does not include the same information that would be included in a registration statement under the Securities Act. The securities have not been approved or disapproved by the SEC, any state securities commission or other regulatory authority, nor have any of the foregoing authorities passed upon the merits of this offering or the adequacy or accuracy of the offering circular or any other materials or information made available to subscriber in connection with this offering over the web-based platform maintained by StartEngine.com (the “Platform”). Any representation to the contrary is unlawful.

No sale may be made to persons in this offering who are not “accredited investors” if the aggregate purchase price is more than 10% of the greater of such investors’ annual income or net worth, excluding the value of such investor’s primary residence. The Company is relying on the representations and warranties set forth by each subscriber in this subscription agreement and the other information provided by subscriber in connection with this offering to determine compliance with this requirement.

Prospective investors may not treat the contents of the subscription agreement, the offering circular or any of the other materials available on the Platform (collectively, the “Offering Materials”) or any prior or subsequent communications from the Company or any of its officers, employees or agents (including “testing the waters” materials as defined in Section 3(b) of the Securities Act) as investment, legal or tax advice. In making an investment decision, investors must rely on their own examination of the Company and the terms of this offering, including the merits and the risks involved. Each prospective investor should consult the investor’s own counsel, accountant and other professional advisor as to investment, legal, tax and other related matters concerning the investor’s proposed investment.

The Company reserves the right in its sole discretion and for any reason whatsoever to modify, amend and/or withdraw all or a portion of the offering and/or accept or reject in whole or in part any prospective investment in the securities or to allot to any prospective investor less than the amount of securities such investor desires to purchase.

Except as otherwise indicated, the Offering Materials speak as of their date. Neither the delivery nor the purchase of the securities shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since that date.

All persons who submitted a non-binding indication of interest are being given the first chance to purchase shares in the offering. This period shall be the first seven business days of the offering. If the Company receives more subscriptions than shares to sell, that portion of all subscriptions will be reduced proportionately. If the Company does not sell all of the shares during the first seven business days of the offering, the shares will be offered to the general public.

This SUBSCRIPTION AGREEMENT (“Agreement”) is made as of the date set forth below by and between the undersigned (“Subscriber”) and the Company, and is intended to set forth certain representations, covenants and agreements between Subscriber and the Company with respect to the offering (the “Offering”) for sale by the Company of shares of its class A common stock (the “Shares”) as described in the Company’s Offering Circular of Form 1-A as initially filed with the SEC on June 17, 2016 and as amended to date (the “Offering Circular”) pursuant to Section 3(b) of the Securities Act and the rules promulgated thereunder, a copy of which has been delivered to Subscriber. The Shares are also referred to herein as the “Securities.”

ARTICLE I

SUBSCRIPTION

1.01 Subscription. Subject to the terms and conditions hereof, Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company the number of Shares set forth on the Subscription Agreement Signature Page hereto, and the Company agrees to sell such Shares to Subscriber at a purchase price of $1.00 per Share for the total amount set forth on the Subscription Agreement Signature Page hereto (the “Purchase Price”), subject to the Company’s right to sell to Subscriber such lesser number of Shares as the Company may, in its sole discretion, deem necessary or desirable.

1.02 Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this subscription is made subject to the following terms and conditions:

(a) Contemporaneously with the execution and delivery of this Agreement, Subscriber shall pay the Purchase Price for the Shares by ACH debit transfer or wire transfer in accordance with the instructions provided by Provident Trust Group, LLC in connection with the execution of this Agreement.

(b) Payment of the Purchase Price shall be received by Provident Trust Group, LLC (the “Escrow Agent”) from Subscriber.

(c) This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement.

(d) The Company shall have the right to reject this subscription, in whole or in part.

(e) The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber’s subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber’s subscription is rejected in whole or in part or if the Offering is withdrawn or canceled.

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(f) Upon the release of Subscriber’s Purchase Price to the Company by the Escrow Agent, Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares owned by Subscriber reflected on the books and records of the Company and verified by FundAmerica Stock Transfer, LLC (the “Transfer Agent”), which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A of the Securities Act.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER

By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects as of the date of the sale of the Securities to Subscriber (the “Closing”):

2.01 Requisite Power and Authority. Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement has been or will be effectively taken prior to the Closing. Upon execution and delivery, this Subscription Agreement will be a valid and binding obligation of Subscriber, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

2.02 Investment Representations. Subscriber understands that the Securities have not been registered under the Securities Act. Subscriber also understands that the Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Subscriber’s representations contained in this Subscription Agreement. Subscriber has received a copy of the Offering Circular, has reviewed it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the Subscriber requested. Subscriber has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for Subscriber. Subscriber has adequate financial resources for an investment of this character, and at this time Subscriber could bear a complete loss of Subscriber’s investment. Subscriber understands that any projections which may be made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s operations.

2.03 Illiquidity and Continued Economic Risk. Subscriber acknowledges and agrees that there is no ready public market for the Securities and that there is no guarantee that a market for their resale will ever exist. Subscriber must bear the economic risk of this investment indefinitely and the Company has no obligation to list the Securities on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Securities. Subscriber acknowledges that Subscriber is able to bear the economic risk of losing Subscriber’s entire investment in the Securities and Subscriber has no need for any liquidity in Subscriber’s investment. Subscriber also understands that an investment in the Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of Securities. Subscriber has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of Subscriber’s investment, and to make an informed decision relating thereto; or

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Subscriber has utilized the services of a purchaser representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of Subscriber’s investment, and to make an informed decision relating thereto.

2.04 TRANSFER RESTRICTIONS. SUBSCRIBER ACKNOWLEDGES THAT THE SHARES ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS, LIMITATIONS AND COVENANTS, INCLUDING WITHOUT LIMITATION ANY DRAG-ALONG RIGHTS AND A RIGHT OF FIRST REFUSAL IN FAVOR OF THE COMPANY THAT MAY BE DESCRIBED IN THE COMPANY’S BYLAWS, AS AMENDED FROM TIME TO TIME, WHICH MAY REQUIRE SUBSCRIBER TO VOTE ITS SHARES TO APPROVE CERTAIN EVENTS INVOLVING A SALE OF THE COMPANY AND ALLOWS THE COMPANY THE OPPORTUNITY, BUT NOT THE OBLIGATION, TO PURCHASE SUBSCRIBER’S SHARES IN THE EVENT SUBSCRIBER PROPOSES TO TRANSFER THE SHARES, AND SUBSCRIBER HEREBY AGREES TO BE BOUND BY SUCH RESTRICTIONS, LIMITATIONS AND COVENANTS WHICH SHALL BE DEEMED TO BE INCORPORATED INTO THIS SUBSCRIPTION AGREEMENT BY THIS REFERENCE.

2.05 Accredited Investor Status or Investment Limits. Subscriber represents that either:

(a) Subscriber is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. Subscriber represents and warrants that the information set forth in response to question (c) on the Subscription Agreement Signature Page hereto concerning Subscriber is true and correct; or

(b) The Purchase Price set forth in paragraph (b) of the Subscription Agreement Signature Page, together with any other amounts previously used to purchase Securities in this offering, does not exceed 10% of the greater of the Subscriber’s annual income or net worth, excluding the value of such investor’s primary residence.

Subscriber represents that to the extent it has any questions with respect to its status as an accredited investor, or the application of the investment limits, it has sought professional advice.

2.06 Stockholder Information. Within five days after receipt of a request from the Company, Subscriber hereby agrees to provide such information with respect to its status as a stockholder (or potential stockholder) and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become subject, including, without limitation, the need to determine the accredited status of the Company’s stockholders. Subscriber further agrees that in the event it transfers any Securities in compliance with the Company’s Bylaws, as amended to date, it will require the transferee of such Securities to agree to provide such information to the Company as a condition of such transfer.

2.07 Company Information. Subscriber has read the Offering Circular filed with the SEC, including the section titled “Risk Factors.” Subscriber understands that the Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the Offering Circular. Subscriber acknowledges that no representations or warranties have been

4

made to Subscriber, or to Subscriber’s advisors or representative, by the Company or others with respect to the business or prospects of the Company or its financial condition.

2.08 Valuation. Subscriber acknowledges that the price per share of the Shares was set by the Company on the basis of the Company’s internal valuation and no representations or warranties are made as to such value. Subscriber further acknowledges that future offerings of securities of the Company may be made at lower valuations, which may dilute the value of the Shares and decrease the market value per Share.

2.09 Domicile. Subscriber maintains Subscriber’s domicile (and is not a transient or temporary resident) at the address shown on the signature page of this Subscription Agreement.

2.10 No Brokerage Fees. There are no claims for brokerage commission, finders’ fees or similar compensation in connection with the transactions contemplated by this Subscription Agreement or related documents based on any arrangement or agreement binding upon Subscriber. Subscriber will indemnify and hold the Company harmless against any liability, loss or expense (including, without limitation, reasonable attorneys’ fees and out-of-pocket expenses) arising in connection with any such claim.

2.11 Foreign Investors. If Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Subscription Agreement or the Offering Materials, including (a) the legal requirements within its jurisdiction for the purchase of the Securities, (b) any foreign exchange restrictions applicable to such purchase, (c) any governmental or other consents that may need to be obtained, and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities. Subscriber’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of the Subscriber’s jurisdiction.

ARTICLE III

SURVIVAL; INDEMNIFICATION

3.01 Survival; Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber’s qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, affiliates, attorneys, stockholders, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys’ fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation,

5

warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

ARTICLE IV

MISCELLANEOUS PROVISIONS

4.01 Captions and Headings. The Article and Section headings throughout this Agreement are for convenience of reference only and shall in no way be deemed to define, limit or add to any provision of this Agreement.

4.02 Notification of Changes. Subscriber agrees and covenants to notify the Company immediately upon the occurrence of any event prior to the consummation of this Offering that would cause any representation, warranty, covenant or other statement contained in this Agreement to be false or incorrect or of any change in any statement made herein occurring prior to the consummation of this Offering.

4.03 Assignability. This Agreement is not assignable by Subscriber, and may not be modified, waived or terminated except by an instrument in writing signed by the party against whom enforcement of such modification, waiver or termination is sought.

4.04 Binding Effect. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and assigns, and the agreements, representations, warranties and acknowledgments contained herein shall be deemed to be made by and be binding upon such heirs, executors, administrators, successors, legal representatives and assigns.

4.05 Obligations Irrevocable. The obligations of Subscriber shall be irrevocable, except with the consent of the Company, until the consummation or termination of the Offering.

4.06 Entire Agreement; Amendment. This Agreement states the entire agreement and understanding of the parties relating to the matters contained herein, superseding all prior contracts or agreements, whether oral or written. No amendment of the Agreement shall be made without the express written consent of the parties.

4.07 Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect any other provision hereof, which shall be construed in all respects as if such invalid or unenforceable provision were omitted.

4.08 Venue; Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws provisions thereof. The venue for any legal action under this Agreement will be in the proper forum in the Court of Chancery of the State of Delaware or as otherwise provided in the Company’s Bylaws.

4.09 Independent Counsel. Subscriber acknowledges that this Agreement has been prepared on behalf of the Company by Stradling Yocca Carlson & Rauth, P.C., counsel to the Company and that Stradling Yocca Carlson & Rauth, P.C. does not represent, and is not acting on behalf of, Subscriber. Subscriber has been provided with an opportunity to consult with Subscriber’s own counsel with respect to this Agreement.

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4.10 Acknowledgement of Risks Factors. Subscriber has carefully reviewed and thoroughly understands the risks associated with an investment in the Shares as described in the Offering Circular. Subscriber acknowledges that this investment entails significant risks.

4.11 Notices. All notices, requests, demands, consents, and other communications hereunder shall be transmitted in writing and shall be deemed to have been duly given when hand delivered or sent by certified mail, postage prepaid, with return receipt requested, addressed to the parties as follows: (i) if to the Company, at 1133 Columbia Street #205, San Diego, California 92101, and (ii) if to Subscriber, at the address indicated below. Any party may change its address for purposes of this Section by giving notice as provided herein.

4.12 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement.

[THE REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY.]

7

The undersigned, desiring to purchase shares of class A common stock of the Company, by executing this signature page, hereby executes, adopts and agrees to all terms, conditions and representations of the Subscription Agreement.

(a) The number of Shares the undersigned hereby irrevocably subscribes for is: __________ (enter number of Shares)

(b) The aggregate Purchase Price (based on a price of $1.00 per Share) for the Shares the undersigned hereby irrevocably subscribes for is: $__________ (enter total Purchase Price)

(c) Check the applicable box:

¨ The undersigned is an accredited investor (as that term is defined in Regulation D under the Securities Act). The undersigned has checked the appropriate box on the attached Certificate of Accredited Investor Status indicating the basis of such accredited investor status.

¨ The amount set forth in paragraph (b) above (together with any previous investments in the Securities pursuant to this offering) does not exceed 10% of the greater of the undersigned’s annual income or net worth, excluding the value of such investor’s primary residence.

(d) The Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of: ______________________________________________ (print name of owner or joint owners)

	If the Securities are to be purchased in joint names, both Subscribers must sign:
Signature	Signature
Name (Please Print)	Name (Please Print)
Email address	Email address
Address	Address
Telephone Number	Telephone Number
Social Security Number/EIN	Social Security Number

[Signature Page to Subscription Agreement]

Date	Date
This Subscription is accepted on _____________, 2016	XY - the Findables Company
	Arie Trouw Chief Executive Officer

[Signature Page to Subscription Agreement]

CERTIFICATE OF ACCREDITED INVESTOR STATUS

The undersigned is an individual “accredited investor,” as that term is defined in Regulation D under the Securities Act of 1933, as amended (the “Act”). The undersigned has checked the box below indicating the basis on which it is representing its status as an “accredited investor”:

¨ a bank as defined in Section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance company as defined in Section 2(a)(13) of the Act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that act; a small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are “accredited investors”;

¨ a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;

¨ an organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

¨ a natural person whose individual net worth, or joint net worth with the undersigned’s spouse, excluding the “net value” of his or her primary residence, at the time of this purchase exceeds $1,000,000 and having no reason to believe that net worth will not remain in excess of $1,000,000 for the foreseeable future, with “net value” for such purposes being the fair value of the residence less any mortgage indebtedness or other obligation secured by the residence, but subtracting such indebtedness or obligation only if it is a liability already considered in calculating net worth;

¨ a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with the undersigned’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

¨ a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment; or

¨ an entity in which all of the equity holders are “accredited investors” by virtue of their meeting one or more of the above standards.

¨ an individual who is a director or executive officer of XY - the Findables Company.

EX1A-4 SUBS AGMT

Exhibit 4.2

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.

CLASS A COMMON STOCK WARRANT

WARRANT NO. CSWA-2 August 12, 2016

XY - THE FINDABLES COMPANY

VOID AFTER AUGUST 11, 2020

1. ISSUANCE. This Warrant (this “Warrant”) is hereby issued to THE FROWNFELTER FAMILY TRUST (the “Holder”) as part of a series of similar warrants to be issued pursuant to the terms of that certain Note and Warrant Purchase Agreement, dated as of August 12, 2016, by and among XY - THE FINDABLES COMPANY, a Delaware corporation (the “Company”), and the Purchasers (as defined therein) (the “Agreement”). Terms used herein, but not otherwise defined, shall have the meanings set forth in the Agreement.

2. EXERCISE PERIOD. This Warrant is exercisable beginning on the date first set forth above (the “Exercise Eligibility Date”).

3. PURCHASE PRICE. Subject to the terms of this Warrant, the Holder is entitled to purchase from the Company the number of shares of Class A Common Stock of the Company (the “Common Stock”) set forth in Section 4, at a price per share of $1.00 (the “Purchase Price”), upon surrender to the Company, at its principal office, of this Warrant with the exercise form attached hereto duly executed in accordance with the provisions hereof. Until such time as this Warrant is exercised in full or expires, the Purchase Price of this Warrant is subject to adjustment as hereinafter provided. The person or persons in whose name or names any certificate representing Common Stock is issued hereunder shall be deemed to have become the holder of record of the shares represented thereby as of the close of business on the date this Warrant is exercised with respect to such Common Stock, whether or not the transfer books of the Company will be closed. Notwithstanding anything contained herein to the contrary, this Warrant may not be exercised during the 20 day period immediately preceding the closing of an initial public offering of the Company’s Common Stock.

4. NUMBER OF SHARES. After the Exercise Eligibility Date, this Warrant shall be exercisable for up to 150,000 shares (the “Shares”) of Common Stock, subject to adjustment as set forth herein.

5. PAYMENT OF PURCHASE PRICE. The Purchase Price may be paid (i) in cash or by check; (ii) by the surrender by the Holder to the Company of any promissory notes or other obligations issued by the Company, with all such notes and obligations so surrendered being credited against the Purchase Price in an amount equal to the principal amount thereof plus accrued interest to the date of surrender; (iii) in lieu of receipt by the Holder of Commissions; or (iv) by any combination of the foregoing.

6. NET ISSUE ELECTION. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock of the Company equal to the value of this Warrant or any remaining portion hereof. The Holder may exercise its election under this Section by the surrender of this Warrant or such portion to the Company at the principal office of the Company, with the subscription form attached hereto marked with a net issue election. The Company shall issue to the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula:

where:		X	=	the number of shares of Common Stock to be issued to the Holder pursuant to this Section 6.
X =	Y (A – B) A	Y	=	the number of shares of Common Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 6.
		A	=	The fair market value of the Common Stock (as determined below) on the date the Company receives notice of the exercise with the net issue election duly executed.
		B	=	the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 6.

As used herein, the fair market value of Common Stock as of a specified date shall mean the average of the closing sales price of the Company’s Common Stock as quoted by the Nasdaq Stock Market (“Nasdaq”) or listed on any exchange, whichever is applicable, as published in the Western Edition of The Wall Street Journal for the ten trading days immediately prior to the date of the Holder’s election hereunder. If the Company’s Common Stock is not quoted by Nasdaq or listed on an exchange, the fair market value of the Common Stock shall be the fair market value of the Common Stock of the Company as determined by the Company’s Board of Directors in good faith. If the Company has become subject to an Acquisition (as defined in Section 9 below) agreement prior to the date of the exercise under this Section 6, the current fair market value of the Common Stock shall be deemed to be the value to received by the holders of the Company’s Common Stock (as determined in good faith by the Company’s Board of Directors) for each share of Common Stock pursuant to such Acquisition.

7. PARTIAL EXERCISE. After the Exercise Eligibility Date, this Warrant may be exercised, in part, and the Holder shall be entitled to receive a new warrant, which shall be dated as of the date of this Warrant, covering the number of Shares in respect of which this Warrant shall not have been exercised; provided however, if the Holder shall exercise this Warrant in part, Holder shall do so in minimum increments of $2,500, with the exception of the final exercise.

8. FRACTIONAL SHARES. In no event shall any fractional share be issued upon any exercise of this Warrant. All Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the then current fair market value of a share of Common Stock (as determined in accordance with Section 6) by such fraction.

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9. EXPIRATION DATE. This Warrant shall expire on the earlier of (i) at the close of business on the date 4 years after the Exercise Eligibility Date and (ii) the closing of any consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, in which the stockholders of the Company immediately prior to such consolidation, merger or reorganization shall own less than 50% of the voting power immediately after such consolidation, merger or reorganization, or any transaction or series of related transactions to which the Company is a party, in which in excess of 50% of the Company’s voting power is transferred, or any sale, lease or other disposition of all or substantially all of the assets of the Company (an “Acquisition”). The Company will use its best efforts to deliver notice to the Holder of a pending Acquisition at least 5 days prior to the closing thereof. After the Exercise Eligibility Date, in the event that the Holder hereof has not exercised this Warrant on or prior to the closing of an Acquisition, then this Warrant shall be deemed to have been exercised pursuant to a net issue election pursuant to Section 6 above.

10. TRANSFER RESTRICTIONS.

(a) Restrictions on Transfers of this Warrant. This Warrant shall not be transferable or assignable, in whole or in part, whether directly or indirectly, without the prior written consent of the Company. Any attempt to transfer or assign this Warrant, whether directly or indirectly, without the Company’s prior written consent shall be void and result in the termination of this Warrant. If the Holder is an entity, a change in ownership thereof shall be deemed a transfer for purposes of this Section 10(a).

(b) Restrictions on Transfers of the Shares. Holder acknowledges that the Shares issuable upon exercise of this Warrant are subject to certain transfer restrictions, limitations and covenants, including without limitation any drag-along rights and a right of first refusal in favor of the Company that may be described in the Company’s bylaws, as amended from time to time, which may require that Holder vote such Shares to approve certain events involving a sale of the Company and allows the Company the opportunity, but not the obligation, to purchase the Shares in the event Holder proposes to transfer the Shares, and Holder hereby agrees to be bound by such restrictions, limitations and covenants which shall be deemed to be incorporated into this Warrant by this reference.

11. RESERVED SHARES; VALID ISSUANCE. The Company covenants that it will at all times, from and after the Exercise Eligibility Date, reserve and keep available such number of its authorized shares of Common Stock as will be sufficient to permit the exercise of this Warrant in full. The Company further covenants that the Shares will, upon issuance and payment by Holder of the Purchase Price pursuant to the terms hereof, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof.

12. STOCK SPLITS AND DIVIDENDS. If after the date hereof the Company shall subdivide the Common Stock, by split-up or otherwise, or consolidate the Common Stock, or issue additional shares of Common Stock in payment of a dividend on the Common Stock, the number of Shares issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock dividend, or proportionately decreased in the case of a combination, and the Purchase Price shall forthwith be proportionately decreased in the case of a subdivision or share dividend, or proportionately increased in the case of a combination.

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13. MERGERS AND RECLASSIFICATIONS. If after the date hereof the Company shall enter into any Reorganization (as hereinafter defined), then, as a condition of such Reorganization, lawful provisions shall be made, and duly executed documents evidencing the same from the Company or its successors shall be delivered to the Holder, so that the Holder shall thereafter have the right to purchase, at a total price not to exceed that payable upon the exercise of this Warrant in full, the kind and amount of shares of stock and other securities and property receivable upon such Reorganization by a holder of the number of shares of Common Stock which might have been purchased by the Holder immediately prior to such Reorganization, and in any such case appropriate provisions shall be made with respect to the rights and interest of the Holder to the end that the provisions hereof (including without limitation, provisions for the adjustment of the Purchase Price and the number of shares issuable hereunder) shall thereafter be applicable in relation to any shares of stock or other securities and property thereafter deliverable upon exercise hereof. For the purposes of this Section 13, the term “Reorganization” shall include, without limitation, any reclassification, capital reorganization or change of the Common Stock (other than as a result of a subdivision, combination or stock dividend provided for in Section 12 hereof), or any consolidation of the Company with, or merger of the Company into, another entity (other than a merger in which the Company is the surviving corporation and which does not result in reclassification of the Common Stock or where 50% or less of the then outstanding voting capital stock have been transferred), or any sale or conveyance to another entity of all or substantially all of the assets of the Company.

14. AMENDMENT. The terms of this Warrant may be amended, modified or waived only with the written consent of the Company and the Holder.

15. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE HOLDER. This Warrant has been entered into by the Company in reliance upon the following representations, warranties and covenants of the Holder, which by its execution hereof the Holder hereby agrees and confirms, intending to be legally bound, as follows:

(a) PURCHASE FOR OWN ACCOUNT. Holder represents and warrants that it is acquiring the Warrant and the Shares solely for its own account and beneficial interest for investment and not for sale or with a view to distribution of this Warrant and the Shares or any part thereof, has no present intention of selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the same, and does not presently have reason to anticipate a change in such intention.

(b) INFORMATION AND SOPHISTICATION. Holder acknowledges and agrees that it has received all the information it has requested from the Company and considers necessary or appropriate for deciding whether to acquire this Warrant. Holder represents and warrants that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of this Warrant and to obtain any additional information necessary to verify the accuracy of the information given to the Holder. Holder further represents and warrants that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risk of this investment.

(c) FURTHER LIMITATIONS ON DISPOSITION. Without in any way limiting the representations set forth above, Holder further agrees not to make any disposition of all or any portion of the equity securities issuable upon exercise of this Warrant unless and until: (a) there is then in effect a registration statement under the Securities Act of 1933, as amended (the

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“Securities Act”) covering such proposed disposition and such disposition is made in accordance with such registration statement; or (b) the Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act.

(d) PRIVATE ISSUE. The Holder understands (i) that the Shares are not registered under the Securities Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant will be exempt from the registration and qualification requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations set forth in this Section.

(e) ACCREDITED INVESTOR. The Holder is an “accredited investor” as such term is defined in Regulation D of the Securities Act.

16. RESTRICTIVE LEGENDS. The Holder understands that the certificates representing the Shares, if any, shall have endorsed thereon legends in substantially the following forms (in addition to any other legend which may be required by other agreements between the parties hereto):

(a) “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”

(b) “THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A WARRANT BY AND BETWEEN THE STOCKHOLDER AND THE COMPANY. COPIES OF SUCH WARRANT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.”

(c) THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN THE WARRANT PURSUANT TO WHICH THESE SHARES WERE ISSUED, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY.

(d) Any legend required by appropriate blue sky officials.

17. LOST, STOLEN, MUTILATED OR DESTROYED WARRANT. If this Warrant is lost, stolen, mutilated or destroyed, the Company may, on such terms as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination and tenor as the Warrant so lost, stolen, mutilated or destroyed. Any such new Warrant shall constitute an original contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by anyone.

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18. NOTICES. All notices and other communications required or permitted hereunder shall be in writing and shall be sent by electronic mail, express mail or other form of rapid communications, if possible, and if not then such notice or communication shall be mailed by first-class mail, postage prepaid, addressed in each case to the party entitled thereto at the following addresses: (a) if to the Company, to XY – THE FINDABLES COMPANY, Attention: Chief Executive Officer, 1133 Columbia Street #205, San Diego, California 92101 or arie.trouw@xyfindables.com, with a copy (which shall not constitute notice) to Stradling Yocca Carlson & Rauth, P.C., 4365 Executive Drive, Suite 1500, San Diego, CA 92121 or asingh@sycr.com, Attention: Amit Singh, Esq. and (b) if to the Holder, to the address listed below the Holder’s signature to this Warrant, or at such other address as one party may furnish to the other in writing. Notice shall be deemed effective on the date dispatched if by personal delivery, electronic mail, two days after mailing if by express mail, or three days after mailing if by first-class mail.

19. SUCCESSORS AND ASSIGNS. This Warrant shall be binding upon the Company’s successors and assigns and shall inure to the benefit of the Holder’s successors, legal representatives and permitted assigns.

20. MARKET STAND-OFF AGREEMENT. The Holder of this Warrant hereby agrees that such Holder shall not sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any common stock (or other securities) of the Company held by the Holder (other than those included in the registration) during the 180 day period following the effective date of a registration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto. The obligations described in this section shall not apply to a registration relating solely to employee benefit plans on Form S-l or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each certificate with a legend as substantially set forth in Section 16(c) with respect to the shares of common stock (or other securities) subject to the foregoing restriction until the end of such 180 day (or other) period. The Holder agrees to execute a market stand-off agreement with the underwriters in the offering in customary form consistent with the provisions of this section.

21. NO STOCKHOLDER RIGHTS. This Warrant in and of itself shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company.

22. COUNTERPARTS. This Warrant may be executed in any number of counterparts, each of which shall be deemed to be an original instrument and all of which shall together constitute one agreement.

23. GOVERNING LAW. This Warrant and all rights, obligations and liabilities hereunder shall be governed by the laws of the State of Delaware.

[INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties have duly executed this WARRANT as of the day and year first above written.

COMPANY:

XY - THE FINDABLES COMPANY

/s/ Arie Trouw

Arie Trouw

Chief Executive Officer

HOLDER:

THE FROWNFELTER FAMILY TRUST

/s/ Craig Frownfelter

CRAIG FROWNFELTER

Trustee

/s/ Susanna E. Frownfelter

SUSANNA E. FROWNFELTER

Trustee

EXERCISE FORM

Date:            , 201    

XY - THE FINDABLES COMPANY

1133 Columbia Street #205

San Diego, CA 92101

Attn: Chief Executive Officer

Ladies and Gentlemen:

¨ The undersigned hereby elects to exercise Warrant No. CSWA-         dated                     , 201     (the “Warrant”) issued to it by XY - the Findables Company (the “Company”) and to purchase thereunder                  shares of Class A Common Stock of the Company (the “Securities”) at a purchase price of $             per share or an aggregate purchase price of $             (the “Purchase Price”).

¨ The undersigned hereby elects under the Net Issue Election provision set forth in Section 6 of the Warrant to convert     % of the value of the Warrant.

Pursuant to the terms of the Warrant the undersigned has delivered the aggregate Purchase Price herewith in full in cash or by certified check or wire transfer, if applicable. The Securities shall be issued on the terms and conditions set forth in the Warrant, which terms and conditions the undersigned hereby ratifies and affirms.

Any certificate(s) or other instruments for such shares or units shall be issued in the name of the undersigned or as otherwise indicated below; provided, that, unless otherwise agreed by the Company, the Securities shall be uncertificated.

Signature

Name for Registration

Mailing Address

Very truly yours,

By:

Title:

EX1A-6 MAT CTRCT

Exhibit 6.3

Registered Transfer Agent Agreement

This agreement (“Agreement”) sets forth the terms and conditions by which XY – THE FINDABLES COMPANY (“Company”, “Issuer”, “you”, “your”) appoints FundAmerica Stock Transfer, LLC (“Transfer Agent”, “FAST”, “us”, “our”, “we”) as your exclusive and sole transfer agent for the preparation and maintenance of securities ownership records to reflect the number of shares owned by each record owner and to reflect any changes in ownership of the Company, including securities transferred, purchased, redeemed or issued, and management of Issuer’s securities records (“securities”) and its securities holder positions; for making payment distributions to security holders, and for maintaining accurate records reflecting ownership changes, including escrowing funds as needed to ensure good delivery and settlement (the “Services”) of the Company’s securities. The parties hereby agree, intending to be legally bound, to the following Terms and Conditions:

1. GENERAL APPOINTMENT OF TRANSFER AGENT

a. Transfer Agent is hereby appointed as the transfer agent for the recording, maintenance, transfer and management of Company’s securities (as defined in “1.c.” below) and associated holders, and to perform such other services related to the securities as provided herein. You hereby certify that the Company’s Board of Directors or other appropriate Company management has duly adopted an appropriate resolution appointing FAST as its transfer agent and that said resolution is now in full force and effect, and shall remain in full force and effect for the appointment of FundAmerica Stock Transfer, LLC as Transfer Agent for so long as we provide Services to Company.

b. Issuer’s use of FAST tools: Issuer may use tools provided by FAST to update holder records and manage Company’s securities, initiate payments and record transactions (including reflecting the number of shares owned by each record owner (“securities holder”) and to reflect any changes in ownership of securities holders including new owners of shares). Issuer is granted rights to do this only for issuer’s own securities and hereby accepts complete responsibility and liability for the actions (or inactions) of its authorized persons (“Administrators” or “Admin”) in the use, misuse or failure to use the FAST system. Issuer shall exclusively appoint its Admins by providing them with accounts or other access including account logon names and passwords of others, API keys, and other access methodologies. Issuer is exclusively responsible for the security of its passwords and API keys and in no event shall FAST be responsible for any actions undertaken by anyone who has accessed the system or logged on with Issuers accounts. Actions taken by Admins are, for purposes of this Agreement, considered to be actions taken directly by Company.

c. The term “securities” as used in this Agreement shall mean the equity and debt securities, including any warrants and options, of Company. Company affirms, represents and warrants that it has provided to FAST all applicable details concerning its securities and associated securities holder positions.

© Copyright 2016 FundAmerica Stock Transfer, LLC All Rights Reserved

2.   MANAGEMENT OF SECURITIES AND HOLDERS

Securities and holders of securities may be managed by Company and their authorized Administrators (“Admin”) in the FAST system, and by Transfer Agent directly.

A. Self-Management

a. Transfer Agent shall provide Company with a log-on system which enables Company to add, modify or remove securities, holders of securities, and perform other tasks (e.g. sending email to holders);

b. Company may grant users, at its discretion, administrative rights to the system. Such users shall have complete, unfettered ability to initiate and/or perform tasks;

c. Company may also write into the FundAmerica API (Application Programming Interface) either itself directly or via its software service provider(s) and perform tasks just as though they were logged in to the apps.fundamerica.com site.

B. Transfer Agent is authorized and directed to issue and/or modify book-entry ownership of the securities and associated securities holder positions in Company from time to time upon receiving any of the following:

a. Written instructions from an officer of Company or Admin for the tasks to be performed (with email constituting an acceptable form of written communication);

b. Instructions, either written or electronic via API integration, from any SEC registered broker-dealer or their authorized representatives, or from any SEC registered secondary market service (e.g. a website/platform) or exchange;

c. Instructions, either written or electronic via API integration, from any non-SEC registered person who has been approved by Company as an Admin;

d. A certified copy of any order, consent, decree or other authorization that may relate to the issuance of the Securities;

e. Such documents as Transfer Agent may reasonably request;

f. Upon learning of an error that is required to be corrected.

All parties hereby acknowledge and agree that FAST provides tools which enable the issuer and other participants in the finance industry to obtain information about and/or to and manage securities, securities holder data and communications. It is the express intent of Company to use these tools to drive down the costs and fees historically associated with Registered Transfer Agents and to increase accessibility of information regarding its securities and holders thereof, as well as to aid in the speed and ease with which tasks are performed.

3.   BOOK-ENTRY ONLY

a. Ownership of Company’s Securities will be “book-entry” only form, meaning that ownership interests shall be recorded by Transfer Agent and kept only on the books and records of Transfer Agent. No physical certificates shall be issued, nor received, by Transfer Agent or any other person. FAST records and maintains securities of Company in in book-entry form only. Book-entry form means FAST maintains shares on an investor’s behalf without issuing or receiving physical certificates. Securities that are held in un-certificated book-entry form have the same rights and privileges as those held in certificate form, but the added convenience of electronic transactions (e.g. transferring ownership positions between a broker-dealer and FAST), as well as reducing risks and costs required to store, manage, process and replace lost or stolen securities certificates. Transfer Agent shall send out email confirmations of positions and notifications of changes “from” Company upon each and every event affecting any person’s ownership interest, with a footer referencing Transfer Agent.

b. Transfer Agent may email holders a “ceremonial certificate” in .pdf form, per our standard template, which will be clearly marked as such. All parties recognize and agree that these are not legal securities instruments but simply decorative, informal, commemorative, non-binding marketing confirmations of an ownership position. They are not legal tender of any form.

© Copyright 2016 FundAmerica Stock Transfer, LLC All Rights Reserved

4. AUTHORIZED OFFICERS AND ACCOUNT ADMINISTRATORS

a. Company shall have the ability to create and approve Admin for their FAST account, access to which may be either via our dashboard tools or our Application Programming Interface (“API”). Company accepts sole and absolute liability and responsibility for managing its Admin and for safeguarding passwords, API keys, and other security measures.

b. Transfer Agent shall be protected and held harmless when enabling and accepting any actions taken by, or instructions given by an authorized officer or other Company approved account Admin. When any Admin or officer of Company shall no longer be vested with the authority to effect actions in the securities for Company, a written notice thereof shall be given to Transfer Agent and until receipt of any such notice Transfer Agent shall be fully protected and held harmless in recognizing, enabling and accepting the actions of such officer or Admin.

c. Transfer Agent shall not be considered notified of any termination of officers or Admins of Company until notice of such termination shall be given in writing or input electronically via the dashboard or API by Company or its Admins to Transfer Agent. Such terminations shall have no effect on any transactions or activities of such person prior to the effectiveness of such termination, including those which have already been entered into our systems and are pending or in process.

5. REGISTRAR; TRANSFER OF SECURITIES, COMMUNICATIONS

a. Transfer Agent is authorized and directed to act as the official registrar of the securities upon receipt by Transfer Agent of complete, accurate and balanced securities holder records provided by Company or its Admins to Transfer Agent, which shall be deemed a complete and accurate listing of all outstanding Securities of Company.

b. Transfer Agent is authorized and directed to effect transfers of securities and changes of holder vesting from time to time upon the books of Company as maintained by Transfer Agent.

c. All securities positions and securities holders thereof shall be managed electronically via the FAST system. All communications, including but not limited to notices, confirmations and other documents, will be sent electronically. No documents or communications will be sent via US Postal Service or other physical couriers.

d. Securities will be transferred or exchanged either electronically via our systems (accessed either via your account dashboard or via our API) or upon appropriate instructions in a form reasonably deemed by Transfer Agent to be properly authorized for transfer, accompanied by such documents as Transfer Agent may deem necessary to evidence the authorization of the security holder making the transfer. Transfer Agent reserves the right to refuse to transfer securities until it has received reasonable assurance that each necessary endorsement is genuine and effective, that the transfer of the securities is legally valid and genuine and that the requested transfer is otherwise legal. Transfer Agent may rely upon the Uniform Commercial Code, applicable law or regulation, and generally accepted industry practice in effecting transfers, or in delaying or refusing to effect transfers. Transfer Agent may delay or refuse to process any transfer that in its reasonable judgment appears not to be proper.

© Copyright 2016 FundAmerica Stock Transfer, LLC All Rights Reserved

e. Transfer Agent shall not issue any fractional interests. Only whole interests in securities will be recorded. Company agrees to not make any fractional recordings or fractional transfers, nor to undertake any activities in which FAST would be expected to record or issue any securities holder a fractional securities ownership interest or position. In the event that Transfer Agent received a request or directive to process any transaction which would, in part, result in a fractional ownership position, FAST may, in its sole discretion, refuse the transaction or record it at the nearest whole number by rounding down (e.g. 56.94 shares would be recorded as 56 shares). In any situation where Transfer Agent records a rounded down number then Company agrees that such securities holder may be due remuneration for not receiving the fractional interest, and that Company shall bear full and exclusive responsibility and liability for and to that holder.

f. When Transfer Agent deems it expedient it may apply to Company, or counsel for Company , any expense for which shall be borne solely by Company, for instructions and advice; that Company will promptly furnish or will cause its counsel to furnish such instructions and advice, and, for any action taken in accordance with such instructions or advice, or in case such instructions and advice shall not be promptly furnished, Company will indemnify and hold harmless Transfer Agent from any and all liability, including attorney’s fees and court costs. Company agrees to fully cooperate with Transfer Agents requests for further information.

g. Company will at all times advise Transfer Agent of any and all stop transfer notices, security restrictive legends or adverse claims lodged against any Securities of Company and further, will promptly notify Transfer Agent when any such notices or claims have expired or been removed. Transfer Agent is not otherwise responsible for stop transfer notices, security restrictive legends or adverse claims from either Company or third parties unless it has received actual written notice.

6. RECORDKEEPING AND DATA ACCESSIBILITY

a. Transfer Agent is authorized and directed to maintain records describing the Securities and the vesting information of securities holders, along with the quantity of securities owned by each securities holder, together with such other records as Company or its Admins add to the system or that Transfer Agent deems necessary or advisable to discharge its duties as set forth herein.

b. Company understands and agrees that inspection of securities records and other records in the possession of Transfer Agent are subject to the inspection rights of securities regulatory authorities including the Securities and Exchange Commission (“SEC”) and the Depository Trust & Clearing Company (“DTCC”).

c. FAST is hereby authorized to make certain data available to industry third-party systems, both directly and via API integrations, including but not limited to broker-dealers, investment advisers, registered transfer agents, securities exchanges, rating agencies, research firms and others for purposes of enabling them to obtain information about and descriptions of Company’s securities, payment history of such securities, confirmations of securities holders’ ownership positions, enforcing restrictions on any proposed divestitures (including ownership changes), among other things.

© Copyright 2016 FundAmerica Stock Transfer, LLC All Rights Reserved

7. RESPONSIBILITIES, INDEMNITY, AND COMPENSATION HEREUNDER

a. Transfer Agent may rely and act, or refuse to act, without investigation upon any list, instruction, certification, authorization, or other communication, including electronic communications and actions input into the Service via dashboard or API (“communications”), provided by the Company, its agents or representatives. Transfer Agent may make entries reflecting the transfer, or manage the records of securities holder ownership based upon such Company communications, which the Company represents are accurate and duly authorized, and which Company understands and agrees that FAST intends to rely upon in good faith. Company agrees that it shall not give Transfer Agent direction to take any action or refrain from taking any action, if implementing such direction would be in violation of applicable law, regulation or any third parties contract rights. Company agrees that it shall not direct Transfer Agent to transfer any security if such security is subject to any restriction or prohibition on transfer to or from a securities intermediary in its capacity as such, and Transfer Agent shall not be liable to Company or any other party for refusing to effect any such transfer.

b. Transfer Agent may conclusively and in good faith rely and act, or refuse to act, upon the records and information provided to it by Company and/or its Admins without being required or expected to undertake an independent review or audit of such records and information, and shall have no responsibility or liability for the accuracy or inaccuracy of such provided records and information.

c. Transfer Agent may, in connection with the services described in this Agreement, engage without notice, subcontractors, agents, co- transfer agents or attorneys-in-fact, and service providers (e.g. hosting datacenter) in its sole and absolute discretion. Transfer Agent is authorized by Company to execute all agreements, appoint agents or sub-agents and do all other acts reasonably necessary to carry out the general purposes of, and to fulfill its obligations under this Agreement.

d. Company agrees that Transfer Agent shall be paid all agreed upon fees for its services and reimbursed for its agreed upon expenses. Company shall pay all fees to Transfer Agent for the Services as set forth in the control panel of your account on apps.fundamerica.com and located in Account Settings, Billing Information. All Fees are due and payable at the time Services are provided. FAST may increase or decrease (“change”) its Fees FAST charges for the Services at any time upon sixty (60) days notice, with such changes in fees applying to transactions for Services only after the sixty (60) day notice period. All Fees are not to be prorated for any partial periods, nor are they refundable in whole or in part unless agreed to in writing by FAST. Furthermore, FAST may add new Services, discontinue any tools or Services, or make modifications to tools or Services at any time and without notice, in its sole and absolute discretion. Transfer Agent is hereby authorized to debit Company’s bank account via ACH on a daily basis for any and all agreed upon fees and expenses incurred. Company shall pay interest at the rate of 1% per month for all unpaid balances due to FAST. Furthermore, FAST may, at its option, cease providing Services to Company at any time, in its sole discretion, until past due amounts are paid.

8. CONSENT TO USE OF NAME AND LOGO

Each party may disclose in regulatory filings, marketing materials and in other communications the fact that the parties have entered into this Agreement, however, neither party may disclose the specific terms of this Agreement including the fees agreed by and between the parties without the prior written consent of the other party, unless disclosure of such fee information is already public or is required to be disclosed by law.

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9. UNCLAIMED PROPERTY ADMINISTRATION

a. Transfer Agent will provide unclaimed property reporting services for unclaimed funds or Securities, which may be deemed abandoned or otherwise subject to applicable unclaimed property law or regulation.

b. Company shall assist Transfer Agent and provide such cooperation as may reasonably be necessary to comply with Transfer Agent’s obligations regarding unclaimed property.

10. LOST SECURITY HOLDER SEARCH SERVICES

a. Pursuant to SEC rules (See SEC Rule 240.17Ad-17, as amended), Transfer Agent may be required to provide certain services regarding lost holder accounts for Company’s Securities.

b. Company agrees to promptly reimburse Transfer Agent for reasonable costs and expenses incurred by Transfer Agent in the course of providing the referenced search services.

11. MUTUAL CONFIDENTIALITY OF INFORMATION

a. As used herein, the “Confidential Information” means all confidential and proprietary information of a party disclosed (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the data, business and marketing plans, technology and technical information, product designs, API designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to Disclosing Party; (ii) was known to Receiving Party prior to its disclosure by Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by Receiving Party without breach of any obligation owed to Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to Disclosing Party. All intellectual property, work product, software, code, and other proprietary information or work product of both parties to this Agreement is expressly agreed to be Confidential Information.

b. Receiving Party shall not disclose, use, transmit, or otherwise disseminate, sell or transfer any of the Confidential Information of Disclosing Party for any purpose other than as is set forth in this Agreement, except with Disclosing Party’s prior written permission (with email serving as an appropriate form of written communication).

c. Each party agrees to effectively protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event using less than reasonable care.

d. If Receiving Party discloses or uses or threatens to disclose or use any of the Confidential Information of Disclosing Party in breach of the terms hereunder, Disclosing Party shall have the right, in addition to any other remedies available in law and equity, to seek injunctive relief to enjoin such act, it being specifically acknowledged by each of the parties to this Agreement that any other available remedies are inadequate.

© Copyright 2016 FundAmerica Stock Transfer, LLC All Rights Reserved

12. TERM

a. The Agreement shall have a term of three (3) years, which term shall automatically renew for successive three (3) year terms unless either party shall provide written notice of cancellation thirty (30) days prior to the end of any applicable term period. In addition, either party may terminate this Agreement (i) at any time upon 30 days’ notice, (ii) immediately if the other party is in material breach of its obligations hereunder, unless the breaching party has cured such breach within a ten (10) day period, (iii) immediately upon notification or confirmation of any bankruptcy, receivership or dissolution of either party, or, (iv) immediately upon notification or confirmation of any judgment or final order by any law enforcement or regulatory authority against either party or any of their associated persons (officers, directors and substantial beneficial owners) which impacts the ability of either party to perform under the terms of this Agreement.

b. Upon the effective date of termination in accordance with the provisions noted above Transfer Agent shall deliver within ninety (90) days, at the expense of Company, to Company or to a successor transfer agent as directed in writing by Company, all records of Company in the possession of Transfer Agent, in a form and format as decided by Transfer Agent in its sole and absolute discretion.

13. WARRANTIES AND DISCLAIMER

13.1     Mutual Warranties. Each party to this Agreement represents and warrants to the other that it has the right and authority to enter into this Agreement and to perform all of its respective obligations and undertakings. Each party further represents and warrants that: (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; (b) no authorization or approval from any other person is required in connection with such party’s execution, delivery, or performance of this Agreement; and (c) the execution, delivery, and performance of this Agreement does not violate the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.

13.2     Warranties by Company:

a. Company hereby represents and warrants that all information, records and materials provided to Transfer Agent are accurate, truthful and comply with all applicable laws, and will not infringe the copyright, trade secret, privacy, publicity, or other rights of any third party. Company hereby indemnifies and holds FAST harmless for any and all violations or breaches of this Section 13.2. Company acknowledges that it is sharing its information, materials and records with FAST in order for us to provide the Services and perform under this Agreement.

b. Breach of Warranties. In the event of any breach of any of Company’s responsibilities or warranties herein, in addition to any other remedies available at law or in equity FAST will have the right to immediately, in FAST’s sole and reasonable discretion, suspend Services if deemed necessary by FAST to prevent or eliminate difficulties in the operation of Services or harm to FAST’s business or reputation, or to prevent potential litigation or other controversies.

13.3     Warranties by FAST. FAST represents and warrants that the Services and related software do not infringe on the intellectual property rights of any third party.

© Copyright 2016 FundAmerica Stock Transfer, LLC All Rights Reserved

13.4     Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, FAST MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORILY. FAST EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY AND TITLE. FAST DOES NOT WARRANT AGAINST INTERFERENCE WITH THE USE OF THE SERVICES OR SOFTWARE. FAST DOES NOT WARRANT THAT THE SERVICES OR SOFTWARE ARE ERROR-FREE OR THAT OPERATION OF THE DASHBOARD, THE API OR THE SERVICES WILL BE SECURE OR UNINTERRUPTED. FAST EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY ARISING OUT OF THE FLOW OF DATA AND DELAYS ON THE INTERNET. COMPANY WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF FAST TO ANY THIRD PARTY. COMPANY’S ACCESS TO AND USE OF THE SERVICES AND API ARE AT COMPANY’S OWN RISK. COMPANY UNDERSTANDS AND AGREES THAT THE SERVICES ARE PROVIDED TO IT ON AN “AS IS” AND “AS AVAILABLE” BASIS. FAST WILL NOT BE LIABLE TO COMPANY FOR ANY DAMAGES RESULTING FROM COMPANY’S RELIANCE ON OR USE OF THE SERVICES.

14. LIMITATION OF LIABILITY

14.1     Disclaimer of Consequential Damages. COMPANY HEREBY ACKNOWLEDGES AND AGREES, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, FAST WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO COMPANY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTION CONTEMPLATED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOST PROFITS, LOSS OF BUSINESS OR HOLDER CLAIMS.

14.2     Cap on Liability. EXCEPT FOR BREACHES OF SECTION 13.3, COMPANY HEREBY ACKNOWLEDGES AND AGREES THAT UNDER NO CIRCUMSTANCES WILL FAST’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER THE ACTION OR CLAIM IS BASED ON CONTRACT, TORT, WARRANTY OR OTHERWISE, WILL EXCEED THE TOTAL AMOUNT OF FEES PAID, IF ANY, BY COMPANY TO FAST UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH LIABILITY.

14.3     General Indemnification. Company hereby agrees to indemnify, protect, defend and hold harmless FAST and its officers, directors, members, shareholders, employees, agents, related businesses (including but not limited to FundAmerica Technologies, LLC, its affiliates and subsidiaries), partners, vendors, successors and assigns from and against any and all third party claims, demands, obligations, losses, liabilities, damages, recoveries and deficiencies (including interest, penalties and reasonable attorneys’ fees, costs and expenses), which FAST may suffer as a result of: (a) any breach of or material inaccuracy in the representations and warranties, or breach, non-fulfillment or default in the performance of any of the conditions, covenants and agreements, of Company contained in this Agreement; or error or misstatement of any information, directions or actions delivered by Company or its agents pursuant to any of the provisions of this Agreement, or (b) any obligation which is expressly the responsibility of Company under this Agreement, or (c) any other cost, claim or liability arising out of or relating to operation or use of the license granted hereunder. Any amount due under the aforesaid indemnity will be due and payable by Company within thirty (30) days after demand thereof. Furthermore, Company shall protect, hold harmless and indemnify FAST and its officers, directors, members, shareholders, employees, related businesses (including but not limited to FundAmerica Technologies, LLC , its affiliates and subsidiaries), agents, partners, vendors, successors and assigns from and against any and all liability related to Company’s business and business related operations and affairs, and use of the API, license, the Services or any breach of the terms of this Agreement, except to the extent the same arises from a breach of Section 13.3.

© Copyright 2016 FundAmerica Stock Transfer, LLC All Rights Reserved

14.4     FAST Indemnification. With regard to Section 13.3, FAST hereby agrees to indemnify, protect, defend and hold harmless Company and its officers, directors, members, shareholders, employees, agents, related businesses, partners, vendors, successors and assigns from and against any and all third party claims, demands, obligations, losses, liabilities, damages, recoveries and deficiencies (including interest, penalties and reasonable attorneys’ fees, costs and expenses), which Company may suffer to the extent the same arises as a result of any breach of or material inaccuracy in the representation and warranty set forth in Section 13.3. Any amount due under the aforesaid indemnity will be due and payable by FAST within thirty (30) days after demand thereof. Issuer shall reasonably cooperate with FAST in the defense or settlement of any such Infringement claim and shall provide access to its records and personnel as reasonably requested by FAST for the purpose thereof.

15. MISCELLANEOUS

15.1     Notices. All notices permitted or required by this Agreement will be via email, and will be deemed to have been delivered and received upon sending via any nationally recognized and trusted SMTP delivery service, including but not limited to Gmail, Global Relay, and SendGrid. Notices shall be delivered to the addresses of record which, if to FAST, shall be to transferagent@fundamerica.com, and if to Company shall be to the email address on file in your account on apps.fundamerica.com.

15.2     No Implied License. Except as expressly provided in this Agreement, this Agreement is not intended and will not be construed to confer upon either party any license rights to any patent, trademark, copyright, or other intellectual property rights of either party hereto or any other rights of any kind not specifically conferred in this Agreement. All right, title, and interest in the technology used and the services provided are and remain the exclusive property of FAST.

15.3     Severability. If any portion or provision of this Agreement is for any reason found to be ineffective, unenforceable, or illegal by any arbitrator or court having jurisdiction, such condition will not affect the validity or enforceability of any of the remaining portions or provisions hereof.

15.4     No Legal Partnership or Agency. This Agreement is not intended and shall not be construed as creating a joint venture or a legal partnership between the Company and FAST, and shall not be interpreted as permitting either party to act as an agent for the other party to this Agreement. Nor does this Agreement create a fiduciary relationship or duty or any other obligations other than those expressly imposed by this Agreement.

15.5     Limited License of Trademarks. During the term of this Agreement, Company has the option to generally use FAST’s name, logo and trademarks on its website and other marketing materials so long as such use is not construed in any way to imply that any Securities offering or transaction is endorsed, recommended, or vetted and approved by FAST, nor that Company is authorized to act as an agent or a representative of FAST. Furthermore, it is agreed that FAST has the option to use the name and logo of Company in publicly disclosing the existence of this business relationship.

15.6     No Underwriting. Company agrees without reservation that FAST is not acting as an underwriter of any Securities offering, nor as a broker or dealer on any Securities transaction. Furthermore, Company agrees that it is not authorized to nor is it acting as an agent of FAST concerning any Securities offering or transaction.

15.7     No Legal, Tax or Accounting Advice. Company agrees without reservation that FAST does NOT provide any legal, tax or accounting advice in any way, nor on any matter, regardless of the communication, and whether is it oral or written. Company unconditionally agrees to rely solely on its legal, tax and accounting professionals for any such advice and on all matters.

© Copyright 2016 FundAmerica Stock Transfer, LLC All Rights Reserved

15.8     No Investment Advice or Recommendations. Company agrees that FAST does NOT provide any investment advice, nor does FAST make any Securities recommendations nor solicit the offer or sale of Securities to any issuer or investor. FAST does not provide any brokerage or other service or advice in the structuring of any offering. Company agrees that any communications from FAST, whether written, oral or otherwise, regardless of content, will never be interpreted or relied upon as investment advice or a securities recommendation. Company agrees that it will only rely on the advice of its attorneys, accountants and other professional advisors, including any registered broker-dealers (and their representatives) acting as an underwriter, selling agent, trading desk or market-maker for issuer’s securities, as well as any securities exchanges, liquidity services or research firms acting on its behalf.

15.9     Electronic Signature and Communications Notice and Consent. Digital (“electronic”) signatures, often referred to as an “e-signature”, enable paperless contracts and help speed up business transactions. The 2001 E-Sign Act was meant to ease the adoption of electronic signatures. The mechanics of this Agreements’ electronic signature include your signing this Agreement below by typing in your name, with the underlying software recording your IP address, your browser identification, the timestamp, and a securities hash within an SSL encrypted environment. This electronically signed Agreement will be emailed to Company and FAST and will be stored on the Service and accessible in the Control Panel. Both Company and FAST hereby consent and agree that electronically signing this Agreement constitutes each party’s signature, acceptance and agreement as if actually signed by that party in writing. Further, each party agrees that no certification authority or other third party verification is necessary to validate any electronic signature; and that the lack of such certification or third party verification will not in any way affect the enforceability of your signature or resulting contract between Company and FAST. Each party understands and agrees that their e-signature executed in conjunction with the electronic submission of this Agreement shall be legally binding. Each party agrees that their electronic signature is the legal equivalent of their manual signature on this Agreement and consents to be legally bound by the Agreement’s terms and conditions. Furthermore, both Company and FAST hereby agree that all current and future notices, confirmations and other communications regarding this Agreement specifically, and future communications in general between the parties, may be made by email, sent to the email address of record as set forth in the Notices section above or as otherwise from time to time changed or updated and disclosed to the other party, without necessity of confirmation of receipt, delivery or reading, and such form of electronic communication is sufficient for all matters regarding the relationship between the parties. If any such electronically-sent communication fails to be received for any reason, including but not limited to such communications being diverted to the recipients’ spam filters by the recipients email service provider, or due to a recipients’ change of address, or due to technology issues by the recipients’ service provider, the parties agree that the burden of such failure to receive is on the recipient and not the sender, and that the sender is under no obligation to resend communications via any other means, including but not limited to postal service or overnight courier, and that such communications shall for all purposes, including legal and regulatory, be deemed to have been delivered and received. No physical, paper documents will be sent to Company, and if you desire physical documents then you agree to directly and personally print, at your own expense, the electronically-sent communication(s) and maintaining such physical records in any manner or form that you desire. Your Consent is Hereby Given: By signing this Agreement electronically, you explicitly agree to this Agreement and to receive documents electronically, including your copy of this signed Agreement as well as ongoing disclosures, communications and notices.

© Copyright 2016 FundAmerica Stock Transfer, LLC All Rights Reserved

15.10     Assignment. No party may transfer or assign its rights and obligations under this Agreement without the prior written consent of the other parties. Notwithstanding the foregoing, and without the consent of the other parties, any party may transfer or assign its rights and obligations hereunder in whole or in part (a) pursuant to any merger or consolidation, and/or (b) to the successors and assigns of all or substantially all of the assets of such assigning party, provided such entity shall be bound by the terms of the Agreement hereof. This Agreement will be binding upon and will inure to the benefit of successors and assigns.

15.11     Non-Absolute Standards. All of the Services are provided under a “reasonability” standard. This means that no service may be held to an absolute or perfect standard. AML reports, verification of investor accreditation, payment processing of distributions to securities holders and associated tax/payment data, clearing and recording of securities holder ownership changes in Company’s securities, and other Services are provided in such a manner that they are only to be reasonable for the fees paid and technology employed, and are not to be held to a perfect, flawless, or mistake free standard. Company acknowledges this and agrees that reasonable Services are good and sufficient to meet Company’s expectations and requirements under this Agreement and for Transfer Agent to earn the fees it charges.

15.12     Binding Arbitration, Applicable Law and Venue, Attorneys Fees. This Agreement is governed by, and will be interpreted and enforced in accordance with the laws of the State of New York without regard to principles of the conflict of laws. The parties hereby agree that any claim or dispute arising under this Agreement may only be brought in arbitration, with venue in New York, New York. It is further agreed that any such action will be pursuant to the rules of the American Arbitration Association. Company and Transfer Agent each consent to this method of dispute resolution, as well as jurisdiction, and consent to New York being a convenient forum for any such claim or dispute and each party waives any right it may have to object to either the venue or jurisdiction for such claim or dispute. In the event of any dispute among the parties, the prevailing party shall be entitled to recover damages plus reasonable costs and attorney’s fees and the decision of the arbitrator shall be final, binding and enforceable in any court.

15.13     Counterparts; Facsimile; Email; Signatures. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which, taken together, will constitute one and the same instrument, binding on each signatory thereto. This Agreement may be executed by signatures, electronically or otherwise, delivered by email, and a copy hereof that is properly executed and delivered by a party will be binding upon that party to the same extent as an original executed version hereof.

15.14     Force Majeure. No party will be liable for any default or delay in performance of any of its obligations under this Agreement if such default or delay is caused, directly or indirectly, by fire, flood, earthquake or other acts of God; labor disputes, strikes or lockouts; wars, rebellions or revolutions; riots or civil disorder; accidents or unavoidable casualties; interruptions in transportation or communications facilities or delays in transit or communication; supply shortages or the failure of any person to perform any commitment to such party related to this Agreement; or any other cause, whether similar or dissimilar to those expressly enumerated in this Section 15.14, beyond such party’s reasonable control.

15.15     Interpretation. Each party to this Agreement has been represented by counsel and/or has had sufficient time to carefully review each of the terms and provisions of this Agreement and voluntarily accepts each term and provision of this Agreement. All pronouns and any variation thereof will be deemed to refer to the masculine and feminine, and to the singular or plural as identity of the person or persons may require for proper interpretation of this Agreement. And it is the agreement of the parties that this Agreement is written in English.

15.17     Captions. The section headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

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15.18     Beneficiaries. The parties agree that there are no third party beneficiaries to this Agreement.

15.19     Entire Agreement; Amendments. This Agreement sets forth the entire agreement between the parties concerning the transfer agent services provided, and supersedes all prior or contemporaneous communications, representations or agreements between the parties, whether oral or written, regarding the subject matter of this Agreement. This agreement may not be modified or amended except by written agreement executed by all the parties of this Agreement.

Agreed this 2 day of September, 2016 by and between:

FundAmerica Stock Transfer, LLC	XY – The Findables Company
By: /s/ Scott Purcell	By: /s/ Robert Plaisted
Name: Scott Purcell	Name: Robert Plaisted
Title: CEO	Title: Controller

© Copyright 2016 FundAmerica Stock Transfer, LLC All Rights Reserved

EX1A-6 MAT CTRCT

Exhibit 6.4

TECHNOLOGY SERVICES AGREEMENT

Account Form

This TECHNOLOGY SERVICES AGREEMENT, which consists of this account form (the “Account Form”) and the associated Terms and Conditions (the “Terms and Conditions”) attached hereto as Exhibit A, is made and entered into as of September 2, 2016 (the “Effective Date”) between XY – The Findables Company (collectively referred to as “Issuer”, “you”, “your”) and FundAmerica, LLC (“FundAmerica”, “Service Provider,” “we,” “our,” or “us”).

RECITALS

WHEREAS, FundAmerica is a technology firm providing engineering and technology solution services; and,

WHEREAS FundAmerica has created, owns and maintains proprietary tools and technology, negotiated third- party integrations, and has operational processes to provide certain back-end tools, technology, and compliance management services to persons conducting, managing and/or advising technology-driven capital raises via offerings of debt and/or equity securities (the “Service” or “Services”); and,

WHEREAS, Issuer intends to use technology to engage in and manage one or more equity and/or debt securities offerings.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties have agreed to execute this Technology Services Agreement (the “Agreement”) to memorialize the terms and conditions for which FundAmerica will provide Services to Issuer.

The parties hereby agree, intending to be legally bound, as follows:

1.        Financial Technology Services

FundAmerica will provide the Services to Issuer, subject to the Terms and Conditions contained in the attached Exhibit A. Such Services include and are accessible via our Application Programming Interface (the “API”) and our Invest Now technology (“Invest Now”).

2.        Fees

Issuer shall pay fees as indicated in Exhibit A below.

Agreed as of the date first written above, by and between:

FundAmerica, LLC		XY – The Findables Company
By:	/s/ Scott Purcell	By:	/s/ Robert Plaisted
Name: Scott Purcell		Name: Robert Plaisted
Title:    CEO		Title:    Controller

© Copyright 2016, FundAmerica, LLC All Rights Reserved

EXHIBIT A

TECHNOLOGY SERVICES AGREEMENT

TERMS AND CONDITIONS

1.          DEFINITIONS. For purposes of this Agreement:

1.1        “Agreement” means this Technology Services Agreement, which consists of the Account Form and this Exhibit A Terms and Conditions.

1.2        “Issuer” means the company and any related party, subsidiary, agent, representative, administrator, successor in interest, or other person or entity acting on behalf of or in place of the person or entity who is using (or enabling the use of) FundAmerica Services to aid in managing a raise or capital and who is identified on the Account Form as the Issuer.

1.3        “Materials” means all Issuer data, information, disclosures, advertising, works of authorship, inventions, drawings, logos, software code or other communications related to the Offering.

1.4         “Account Form” means the Technology Services Agreement Account Form.

1.5         “Investor” or “Subscriber” means a Person that commits to purchase equity or debt securities of an Issuer in an Offering.

1.6         “Offering” means Issuer’s offering of debt or equity securities as it raises capital pursuant to SEC and/or state regulations.

1.7         “Person” means any individual, company, limited liability company, corporation, trust, estate, association, nominee or other entity.

1.8         “Services” has the meaning set forth in the Account Form.

1.9         “Term” has the meaning set forth in Section 8.

1.10       “Subsidiaries” or “Affiliates” or “Affiliate Entities” or “Affiliate Companies” of FundAmerica, including Fundamerica Stock Transfer, LLC.

1.11       “User” means Issuer, its customers and any other person using the Services in any way.

1.12       “Information” means any data or information, including personally identifiable information, provided by or relating to Users in connection with any Offering, whether provided directly by User or Funding Platform in connection with the Services.

1.13       “Invest Now” means FundAmerica’s proprietary technology to simplify engaging with the Services, generally with “plug & play” access, both for posting data associated with an offering into our system (the “Wizard”) and for investors to commit to an offering (the “Button”).

1.14       “API” means FundAmerica’s Application Programming Interface, which is a set of code and programming rules which enable people to connect their software to our systems. The API is secured with a “key” which triggers access, for that specific account, to approved services and data access.

2.           TECHNOLOGY AND HOSTING

2.1         API, Invest Now.

API and Invest Now provide access to various Services, which may be selectively used at Issuer’s option pursuant to FundAmerica policies in effect at the time of each desired use. Services may also be selectively enabled or disabled by FundAmerica, in our sole discretion, limiting which Services, features and tools Issuer has access to use, and at what fees.

2.2        Hosting & Management.

At all times, the Services shall be hosted, managed and maintained by FundAmerica and our appointed third-party service providers. Our Services are accessible via our API, and not by any separate software installation. FundAmerica provides Services to numerous other customers, including other issuers and funding platforms. The Services that FundAmerica provides are evolving and the Services that we provide may change from time to time without prior notice to you, in which case Issuer will be entitled to terminate

© Copyright 2016, FundAmerica, LLC All Rights Reserved

this Agreement without prior notice and, if so terminated, no amounts will be due to FundAmerica for services provided after such change. FundAmerica may update, modify, change or otherwise alter the hosting location(s) and/or methodology, as well as any or all features, functionality, user interface(s) located in Issuer’s account on apps.FundAmerica.com (the “Control Panel”), business logic, policies, procedures, and/or the API and/or Invest Now from time to time at its sole discretion and without notice, in which case Issuer will be entitled to terminate this Agreement without prior notice and, if so terminated, no amounts will be due to FundAmerica for services provided after such change. In addition, FundAmerica may stop (permanently or temporarily) providing the Services (or any specific component(s) or feature(s) of the Services) to you or to users generally and may not provide you with prior notice, in which case Issuer will be entitled to terminate this Agreement without prior notice and, if so terminated, no amounts will be due to FundAmerica for services provided after such change. It is Issuer’s express will and consent that all data shall be stored in the United States of America.

3.        SERVICES

3.1      Access.

FundAmerica will make the Services available to Issuer and Issuer’s investors and other users (“Users”) in accordance with this Agreement and FundAmerica’s rules, policies, and Terms of Use then in effect. Issuer acknowledges that its use of the Services are subject to this Agreement, including all applicable terms of service, privacy policies and other policies that are then in effect by FundAmerica and posted to the Control Panel (as modified from time to time in FundAmerica’s sole discretion and with no prior notice to you required), all of which are hereby incorporated by reference into this Agreement, in which case Issuer will be entitled to terminate this Agreement without prior notice and, if so terminated, no amounts will be due to FundAmerica for services provided after such change. Issuer acknowledges that some of the Services, even though a la carte in the system, may be interdependent and not available except and unless combined with other Services, as determined in the sole and arbitrary discretion of FundAmerica, and that your terms, access to specific Services, and/or fees may be different than those of other FundAmerica customers, and even different than those of other offerings you have conducted using our Services, if any.

3.2      API Restrictions.

Issuer will not directly itself, and will not permit or authorize third parties, including Issuer’s Users, employees or agents to: (a) rent, lease, sublet, resell, convert, license, exploit, use, modify, or otherwise permit unauthorized third parties to access or use any aspect of the API; (b) reverse engineer, reverse assemble or otherwise attempt to discover the source code for the API; (c) circumvent or disable any security or other technological features or measures of the API; (d) alter, modify, convert or attempt to, modify, convert or otherwise manipulate the API, software or code; or (e) clone or otherwise copy, replicate or duplicate in any fashion any part of the API design, workflow, features or methodology, to the extent they are proprietary intellectual property wholly owned by FundAmerica.

3.3      Reporting.

FundAmerica will provide Issuer with access to regular updates via various web-accessible dashboards, various plug & play web widgets, and/or via WebHooks functionality of the API, which enables Issuer to pull data from our system directly into its servers and to get on-demand updates both for its own purposes and so it can create reports and alert systems for its customers and other users with respect to all receipts of funds, deposits, disbursements and other transactions for each open Escrow Account. When the Services are used via the API, then FundAmerica shall not be obligated to push or send reports or alerts to Issuer or any other person. When the Services are engaged via Invest Now or via manual dashboard tools then FundAmerica will send confirmations and alerts, generally on Issuer’s behalf (meaning “from” you, which you hereby unequivocally and unconditionally instruct, direct and authorize us to do in the form and format standard in our system or as customized for you).

© Copyright 2016, FundAmerica, LLC All Rights Reserved

3.4      Data Privacy.

Investor data received by FundAmerica in conjunction with the Services shall only be used for the purposes of providing said Services and as required by securities regulations and for providing issuers with the ability to manage their capitalization schedules and investor relations needs and obligations, as well as in conjunction with secondary market transactions where participants need to qualify and validate ownership, as well as transfer restrictions, and effect a transfer of ownership. FundAmerica does not employ sales reps to solicit investors, ever, and never sells personally identifiable investor or issuer information to any third-parties.

3.5      FundAmerica Duties.

FundAmerica will at all times manage the API, Invest Now, and all related engineering functions, including application maintenance, upgrades, hosting and modifications. FundAmerica will provide the API, Invest Now, and the Services availability on an ongoing basis in exchange for Fees (defined below), including technology, upgrades, operating systems, databases and backups, SSL certificates, third-party service integrations, and related technology licenses.

3.6      Issuer’s Obligations.

Issuer warrants that it will operate its offering(s) in compliance with all federal and state laws.

3.7       Ethics, Reputation.

Issuer will use the Services in compliance with all applicable laws and regulations, and refrain from any conduct, use or misuse that may damage the reputation of FundAmerica or its subsidiaries or affiliated entities.

3.8       No Warranties.

Issuer will not make or publish any representations, warranties, or guarantees on behalf of FundAmerica concerning FundAmerica’s Services.

3.9       Content, Use, and Protection Against Unauthorized Use.

FundAmerica reserves the right to suspend or terminate any User from using the API or Invest Now for any violation of the terms or intent of this Agreement, as determined by FundAmerica in its sole discretion. Issuer is prohibited from using FundAmerica’s API or Invest Now in any unlawful or unethical manner, or in any manner that interferes with, disrupts, or disables the API or Invest Now or the networks or Services on which the API or Invest Now operates, or that is in any way a violation of the site Terms of Use of any federal or state laws, rules or regulations. Issuer is solely responsible for the content of its postings, data and transmissions using the API or Invest Now, and any other use of the API and Invest Now. Issuer will use its best efforts to prevent any unauthorized use of the API and Invest Now and immediately notify FundAmerica in writing of any unauthorized use that comes to Issuer’s attention. Issuer will take all steps reasonably necessary to terminate the unauthorized use. Issuer hereby indemnifies and holds FundAmerica harmless for any and all violations or breaches of this Section 3.8 or any unauthorized use or any misuse as discussed above.

3.10 Terms of Use, Privacy Policy, Service Level Agreement.

Except as set forth in this Agreement, the Services shall be subject to the most current, then in effect, Terms of Use and Privacy Policy, as available via links at the bottom of the www.fundamerica.com website. Furthermore, the Services shall be available to Issuer in accordance with the Service Level Agreement (the “SLA”) as available via a link at the bottom of the www.fundamerica.com website. In the event of any conflict between any terms or provisions of the website Terms of Use and the terms and provisions of this Agreement, the applicable terms and provisions of this Agreement shall control.

3.11 Ownership.

Except for the rights expressly granted in this Agreement, nothing shall be construed or shall grant, convey, transfer, assign, or imply the conveyance of rights, claims, ownership or other claim to any right or title to the technology, software, business processes or intellectual property of Issuer. Issuer will not acquire any right, title, or interest in or to the API, Invest Now , or other software, technology, business processes, copyrights, trademarks, or intellectual property of FundAmerica or its subsidiaries and affiliated entities by any reason, including: (a) the execution and delivery of this Agreement, (b) the disclosure of any

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information with respect to Invest Now or the API by FundAmerica either pursuant to this Agreement or prior or subsequent to execution hereof, (c) Issuer’s discovery of confidential information in the course of the commercial relationship contemplated by this Agreement, or (d) any licensed or unlicensed use of FundAmerica’s proprietary information, software, the API, Invest Now , brand, or intellectual property and/or the creation or evolution of any derivative or new intellectual property, software, information, arising from the use or misuse of the Services. Rather, FundAmerica retains the sole and exclusive ownership of all intellectual property and proprietary rights with respect to the API and its software, Invest Now as well as its business and technological processes, including the sole and exclusive ownership to any improvements and derivative works of the API developed by FundAmerica. Issuer hereby grants to FundAmerica a nonexclusive, worldwide, royalty free right and license to its copyrights, intellectual property and proprietary rights strictly in connection with FundAmerica’s development, integration, implementation, hosting, marketing, advertising and operation of the Services.

4. FEES

4.1 Fees, Compensation.

Fees are only charged for Services if and when used, and include the following: $500.00 per month service setup and API license fee, (ii) $7.50 system license fee (for each transaction/subscription processed; non-contingent), and (iii) $45.00 for each offering “covered person” (issuer and each associated person). Except as otherwise provided in this Agreement, all Fees are incurred at the time Services are provided. For purposes of this Agreement, fees may be paid via ACH debit to Issuer’s bank account and the parties agree that the definition of “investments” in the “ACH Debit Authorization Form” is hereby expanded to include fees due hereunder. All fees for FundAmerica Services are not contingent upon the success or amount of any offering. FundAmerica may increase or decrease (“change”) the Fees we charge at any time upon sixty (60) days’ prior written notice, with such changes applying only to offerings approved after the notice; changes shall never affect current offerings which are approved, live and raising funds. All Fees are not to be prorated for any partial periods, nor are they refundable in whole or in part unless agreed to in writing by FundAmerica for the specific Service on which Fees were charged.

4.2 Taxes.

Each party to this Agreement shall be solely responsible for their own federal and state taxes, and will pay their own taxes, duties, withholding taxes, and other governmental and/or regulatory charges (collectively, the “Taxes”) resulting from or pursuant to its performance under this Agreement and as they apply to its respective business.

4.3 Late Charges.

Any amount not paid by Issuer when due will be subject to finance charges equal to one and one percent (1%) per month or the highest rate permitted by applicable law, whichever is greater, determined and compounded daily from the date due until the date paid. Issuer will also reimburse all costs and expenses (including, but not limited to, reasonable attorneys’ fees) incurred by FundAmerica or its subsidiaries and affiliated entities to collect any amounts not paid when due. FundAmerica, may, at any time, in its sole and absolute discretion, suspend availability of the Services on any account which is late in payment.

5.        MUTUAL WARRANTIES

5.1      Mutual Warranties.

Each party to this Agreement represents and warrants to the other that it has the right and authority to enter into this Agreement and to perform all of its respective obligations and undertakings. Each party further represents and warrants that: (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; (b) no authorization or approval from any other person is required in connection with such party’s execution, delivery, or performance of this Agreement; and (c) the execution, delivery, and performance of this Agreement does not violate the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.

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5.2      Warranties by Issuer.

(a)       Issuer Materials. Issuer hereby represents and warrants that the Issuer’s Offering and its Materials comply with all applicable laws, and will not infringe the copyright, trade secret, privacy, publicity, or other rights of any third party. Issuer hereby indemnifies and holds FundAmerica and its subsidiaries and affiliated entities harmless for any and all violations or breaches of this Section 5.2. Issuer acknowledges that it is sharing its Issuer Materials with both FundAmerica in order for us to provide the Services and perform under this Agreement.

(b)       Breach of Warranties.

In the event of any breach of any of Issuer’s responsibilities or warranties herein, in addition to any other remedies available at law or in equity, FundAmerica has the right to immediately, in FundAmerica’s sole discretion, suspend any related API features and/or Services if deemed necessary by FundAmerica to prevent or eliminate difficulties in the operation of Services or harm to FundAmerica’s reputation, or to prevent potential litigation or other controversies.

5.3 Warranties by FundAmerica. FundAmerica represents and warrants that the Services, InvestNow, the API and related software do not infringe on the intellectual property rights of any third party. FundAmerica, however, shall not extend such representation and warranty to the design, modification or customization of the Service, or any portion thereof, (i) according to specifications provided or required by Issuer, or (ii) pursuant to the request of the Issuer; (b) any act or omission of the Issuer; or (c) use by Issuer of the Service in connection with or in combination with any hardware, software, network system, network protocol, products, equipment, material, content, information or data not supplied by FundAmerica.

5.4 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, FUNDAMERICA AND/OR ITS SUBSIDIARIES OR AFFILIATED ENTITIES MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW). FUNDAMERICA AND/OR ITS SUBSIDIARIES OR AFFILIATED ENTITIES EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AND TITLE. FUNDAMERICA AND/OR ITS SUBSIDIARIES OR AFFILIATED ENTITIES DO NOT WARRANT THAT THE SERVICES OR SOFTWARE ARE ERROR-FREE OR THAT OPERATION OF THE API, Invest Now OR THE SERVICE WILL BE SECURE OR UNINTERRUPTED. FUNDAMERICA AND/OR ITS SUBSIDIARIES OR AFFILIATED ENTITIES EXPRESSLY DISCLAIM ANY AND ALL LIABILITY ARISING OUT OF THE FLOW OF DATA AND DELAYS ON THE INTERNET. ISSUER WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF FUNDAMERICA AND/OR ITS SUBSIDIARIES OR AFFILIATED ENTITIES TO ANY THIRD PARTY. ISSUER’S ACCESS TO AND USE OF THE SERVICES OR ANY API ARE AT ISSUER’S OWN RISK. ISSUER UNDERSTANDS AND AGREES THAT THE SERVICES ARE PROVIDED TO IT ON AN “AS IS” AND “AS AVAILABLE” BASIS. FUNDAMERICA AND/OR ITS SUBSIDIARIES OR AFFILIATED ENTITIES EXPRESSLY DISCLAIM LIABILITY TO ISSUER FOR ANY DAMAGES RESULTING FROM ISSUER’S RELIANCE ON OR USE OF THE SERVICES, OTHER THAN RELATED TO THIRD PARTY CLAIMS OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

6.        LIMITATION OF LIABILITY:

6.1      Disclaimer of Consequential Damages. ISSUER HEREBY ACKNOWLEDGES AND AGREES, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, FUNDAMERICA AND/OR ITS SUBSIDIARIES OR AFFILIATED ENTITIES, WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO ISSUER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTION CONTEMPLATED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOST PROFITS OR LOSS OF BUSINESS.

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6.2      Cap on Liability. EXCEPT WITH RESPECT TO A BREACH OF SECTION 5.3, ISSUER HEREBY ACKNOWLEDGES AND AGREES UNDER NO CIRCUMSTANCES WILL FUNDAMERICA‘S AND/OR ITS SUBSIDIARIES OR AFFILIATED ENTITIES TOTAL LIABILITY OF ANY AND ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF FEES PAID, IF ANY, BY ISSUER TO FUNDAMERICA AND/OR ITS SUBSIDIARIES OR AFFILIATED ENTITIES UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH LIABILITY.

6.3      General Indemnification.

Issuer hereby agrees to indemnify, protect, defend and hold harmless FUNDAMERICA AND/OR ITS SUBSIDIARIES OR AFFILIATED ENTITIES and their its officers, directors, members, shareholders, employees, agents, partners, vendors, successors and assigns from and against any and all third party claims, demands, obligations, losses, liabilities, damages, regulatory investigations, recoveries and deficiencies (including interest, penalties and reasonable attorneys’ fees, costs and expenses), which FUNDAMERICA AND/OR ITS SUBSIDIARIES OR AFFILIATED ENTITIES may suffer as a result of: (a) any breach of or material inaccuracy in the representations and warranties, or breach, non-fulfillment or default in the performance of any of the conditions, covenants and agreements, of Issuer contained in this Agreement or in any certificate or document delivered by Issuer or its agents pursuant to any of the provisions of this Agreement, or (b) any obligation which is expressly the responsibility of Issuer under this Agreement, or (c) any other cost, claim or liability arising out of or relating to operation or use of the license granted hereunder, or, (d) any breach, action or regulatory investigation arising from Issuer’s failure to comply with any state blue sky laws or other securities laws, and/or arising out of any alleged misrepresentations, misstatements or omissions of material fact in the issuers’ offering memoranda, general solicitation, advertisements and/or other offering documents. Issuer is required to immediately defend FundAmerica and its subsidiaries and affiliated entities including the immediate payment of all attorney fees, costs and expenses, upon commencement of any regulatory investigation arising or relating to Issuer’s offering and/or items 6.3(a) through (d) above. Any amount due under the aforesaid indemnity will be due and payable by Issuer within thirty (30) days after demand thereof. Furthermore, Issuer shall protect, hold harmless and indemnify FundAmerica and its subsidiaries and affiliated entities and their officers, directors, members, shareholders, employees, agents, partners, vendors, successors and assigns from and against any and all liability related to Issuer’s business and business related operations and affairs, and use of the API, Invest Now, the Services or any breach of the terms of this Agreement, except to the extent the same arises out of a breach of Section 5.3.

7.3      FundAmerica Indemnification.

FundAmerica hereby agrees to indemnify, protect, defend and hold harmless Issuer AND/OR ITS SUBSIDIARIES OR AFFILIATED ENTITIES and their its officers, directors, members, shareholders, employees, agents, partners, vendors, successors and assigns from and against any and all third party claims, demands, obligations, losses, liabilities, damages, regulatory investigations, recoveries and deficiencies (including interest, penalties and reasonable attorneys’ fees, costs and expenses), which Issuer AND/OR ITS SUBSIDIARIES OR AFFILIATED ENTITIES may suffer to the extent the same arises as a result of any breach of or material inaccuracy in Section 5.3. FundAmerica is required to immediately defend Issuer and its subsidiaries and affiliated entities including the immediate payment of all attorneys’ fees, costs and expenses, upon commencement of any claim or action arising under Section 5.3. Any amount due under the aforesaid indemnity will be due and payable by FundAmerica within thirty (30) days after demand thereof. Issuer shall reasonably cooperate with FundAmerica in the defense or settlement of any such Infringement claim and shall provide access to its records and personnel as reasonably requested by FundAmerica for the purpose thereof.

© Copyright 2016, FundAmerica, LLC All Rights Reserved

7.        MUTUAL CONFIDENTIALITY OF INFORMATION

7.1      Definition of Confidential Information. As used herein, the “Confidential Information” means all confidential and proprietary information of a party disclosed (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including data, business and marketing plans, technology and technical information, product designs, API designs, Invest Now and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to Disclosing Party; (ii) was known to Receiving Party prior to its disclosure by Disclosing Party without breach of any obligation owed toe Disclosing Party; (iii) was independently developed by Receiving Party without breach of any obligation owed to Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to Disclosing Party. All intellectual property, work product, software, code, and other proprietary information or work product of both parties to this Agreement is expressly agreed to be Confidential Information.

7.3       Protection.

Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event using less than reasonable care.

7.4       Remedies.

If Receiving Party discloses or uses or threatens to disclose or use any of the Confidential Information of Disclosing Party in breach of the terms hereunder, Disclosing Party shall have the right, in addition to any other remedies available in law and equity, to seek injunctive relief to enjoin such act, it being specifically acknowledged by the parties that any other available remedies are inadequate.

8.         TERM AND TERMINATION

8.1       Term.

Subject to prior termination pursuant to Section 2.2, 3.1 or 8.2, this Agreement shall become effective on the Effective Date and shall continue for a period of two (2) years (the “Initial Term”). As used herein, “Term” shall mean the Initial Term plus any applicable Renewal Term. Upon expiration of the Term the Agreement shall renew automatically (“Evergreen”) for an additional term of equal length (the “Renewal Term”), unless ninety (90) days’ notice of non-renewal is given prior to the expiration of the Term.

8.2       Termination.

Either party may terminate this Agreement upon thirty (30) days written notice of a material breach to the other party of such breach. Such breaches include, but are not limited to: 1) failure to pay all amounts due when due; or (2) the filing by a party to this Agreement of any petition in bankruptcy or initiation of any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

8.3       Effect of Termination.

Upon expiration or termination as provided in Section 8.2 of this Agreement, (a) Issuer will cease using the API, Invest Now and all associated Services and FundAmerica will be relieved from any further obligation to provide the Services; (b) each party will retain all rights and claims arising hereunder prior to the effective date of any expiration or termination; (c) the rights and obligations of the parties under Sections 3.2, 3.7, 3.8, 3.9, 3.12, 5, 6, 7, 8, and 9 will survive an expiration or termination, and (d) FundAmerica will continue to hold data and maintain records as required by securities regulations and/or good business practices.

9. MISCELLANEOUS

9.1       Notices.

All notices permitted or required by this Agreement will be via email, and will be deemed to have been delivered and received upon sending via any nationally recognized and trusted SMTP delivery service. Notices shall be delivered to the addresses on record which, if to FundAmerica shall be to scott@FundAmerica.com and if to Issuer shall be to the email address on file in their account on apps.FundAmerica .com.

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9.2       No Implied License.

Except as expressly provided in this Agreement, this Agreement is not intended and will not be construed to confer upon either party any license rights to any patent, trademark, copyright, or other intellectual property rights of either party hereto or any other rights of any kind not specifically conferred in this Agreement. All right, title, and interest in and to the Services are and will remain the exclusive property of FundAmerica.

9.3       Severability.

If any provision of this Agreement is for any reason found to be ineffective, unenforceable, or illegal by any court having jurisdiction, such condition will not affect the validity or enforceability of any of the remaining portions hereof.

9.4       Independent Contractors.

Performance by the parties under this Agreement will be as independent contractors. This Agreement is not intended and shall not be construed as creating a joint venture or partnership, or as causing either party to be treated as the agent of the other party for any purpose or in any sense whatsoever or to create any fiduciary duty or relationship or any other obligations other than those expressly imposed by this Agreement.

9.5       Limited License of Trademarks.

During the term of this Agreement, Issuer has the option to generally use FundAmerica’s name, logo and trademarks on its website and other marketing materials so long as such use is not construed in any way to imply that any securities offering or transaction is endorsed, recommended, or vetted by FundAmerica or its subsidiaries or affiliated entities, or that Issuer Issuer is authorized to act as a securities agent or a representative of FundAmerica or its subsidiaries or affiliated entities. Furthermore, it is agreed that FundAmerica, has the option to use the name and logo of Issuer in publicly disclosing the existence of this business relationship.

9.6       No Legal, Tax or Accounting Advice.

Issuer agrees without reservation that FundAmerica and/or its subsidiaries or affiliated entities are NOT providing any legal, tax or accounting advice in any way, nor on any matter, regardless of the tone or content of any communication (oral, written or otherwise). Issuer unconditionally agrees to rely solely on its legal, tax and accounting professionals for any such advice and on all matters.

9.7       No Investment Advice or Recommendations.

Issuer agrees that FundAmerica and/or its subsidiaries or affiliated entities are not providing any investment advice, nor do we make any recommendations to any issuer of, or investor in, any securities. Issuer agrees that it will only rely on the advice of its attorneys, accountants and other professional advisors, including any registered broker-dealers acting as an underwriter of an offering.

9.8       Electronic Signature and Communications Notice and Consent.

Digital (“electronic”) signatures, often referred to as an “e-signature”, enable paperless contracts and help speed up business transactions. The 2001 E-Sign Act was meant to ease the adoption of electronic signatures. The mechanics of this Agreements’ electronic signature include your signing this Agreement below by typing in your name, with the underlying software recording your IP address, your browser identification, the timestamp, and a securities hash within an SSL encrypted environment. This electronically signed Agreement will be emailed to Issuer and FundAmerica and will be stored on the Service and accessible in the Control Panel. Each of Issuer and FundAmerica hereby consent and agree that electronically signing this Agreement constitutes each party’s signature, acceptance and agreement as if actually signed by that party in writing. Further, all parties agree that no certification authority or other third party verification is necessary to validate any electronic signature; and that the lack of such certification or third party verification will not in any way affect the enforceability of your signature or resulting contract between Issuer and FundAmerica. Each party understands and agrees that their

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e-signature executed in conjunction with the electronic submission of this Agreement shall be legally binding. Each party agrees that their electronic signature is the legal equivalent of their manual signature on this Agreement consents to be legally bound by this Agreement’s terms and conditions. Furthermore, each of Issuer and FundAmerica hereby agree that all current and future notices, confirmations and other communications regarding this Agreement specifically, and future communications in general between the parties, may be made by email, sent to the email address of record as set forth in the Notices section above or as otherwise from time to time changed or updated and disclosed to the other party, without necessity of confirmation of receipt, delivery or reading, and such form of electronic communication is sufficient for all matters regarding the relationship between the parties. If any such electronically-sent communication fails to be received for any reason, including but not limited to such communications being diverted to the recipients’ spam filters by the recipients email service provider, or due to a recipients’ change of address, or due to technology issues by the recipients’ service provider, the parties agree that the burden of such failure to receive is on the recipient and not the sender, and that the sender is under no obligation to resend communications via any other means, including but not limited to postal service or overnight courier, and that such communications shall for all purposes, including legal and regulatory, be deemed to have been delivered and received. No physical, paper documents will be sent to Issuer, and if you desire physical documents then you agree to be satisfied by directly and personally printing, at your own expense, the electronically-sent communication(s) and maintaining such physical records in any manner or form that you desire. Your Consent is Hereby Given: By signing this Agreement electronically, you explicitly agree to this Agreement and to receive documents electronically, including your copy of this signed Agreement as well as ongoing disclosures, communications and notices

9.9       Assignment.

No party may transfer or assign its rights and obligations under this Agreement without the prior written consent of the other parties. Notwithstanding the foregoing, without the consent of the other parties, any party may transfer or assign its rights and obligations hereunder in whole or in part (a) pursuant to any merger, consolidation or otherwise by operation of law, and (b) to the successors and assigns of all or substantially all of the assets of such assigning party, provided such entity shall be bound by the terms hereof. This Agreement will be binding upon and will inure to the benefit of the proper successors and assigns.

9.10       Non-Absolute Standards. All of the Services are provided under a “reasonability” standard. This means that no service may be held to an absolute or perfect standard. All services are provided in such a manner that they are reasonable, and not perfect or flawless. Issuer acknowledges this and agrees that the reasonable Services meet its requirements and for the fees charged, and that all applicable sections of this Agreement apply to this concept, including, but not limited to, Sections 3.8, 3.9, 3.10, and Sections 5 and 6.

9.11       Binding Arbitration, Applicable Law and Venue, Attorneys Fees.

This Agreement is governed by, and will be interpreted and enforced in accordance with the laws of the State of New York without regard to principles of conflict of laws. Any claim or dispute arising under this Agreement may only be brought in arbitration, with venue in New York, New York pursuant to the rules of the American Arbitration Association. Issuer and FundAmerica each consent to this method of dispute resolution, as well as jurisdiction, and consent to this being a convenient forum for any such claim or dispute and waives any right it may have to object to either the method or jurisdiction for such claim or dispute. In the event of any dispute among the parties, the prevailing party shall be entitled to recover damages plus reasonable costs and attorney’s fees and the decision of the arbitrator shall be final, binding and enforceable in any court.

9.13       Counterparts; Facsimile; Email; Signatures.

This Agreement may be executed in counterparts, each of which will be deemed an original and all of which, taken together, will constitute one and the same instrument, binding on each signatory thereto. This Agreement may be executed by signatures, electronically or otherwise, delivered by facsimile or email, and a copy hereof that is properly executed and delivered by a party will be binding upon that party to the same extent as an original executed version hereof.

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9.14       Force Majeure.

No party will be liable for any default or delay in performance of any of its obligations under this Agreement if such default or delay is caused, directly or indirectly, by fire, flood, earthquake or other acts of God; labor disputes, strikes or lockouts; wars, rebellions or revolutions; riots or civil disorder; accidents or unavoidable casualties; interruptions in transportation or communications facilities or delays in transit or communication; supply shortages or the failure of any person to perform any commitment to such party related to this Agreement; or any other cause, whether similar or dissimilar to those expressly enumerated in this Section, beyond such party’s reasonable control.

9.15       Interpretation.

Each party to this Agreement has been represented by or had adequate time to obtain the advice and input of independent legal counsel with respect to this Agreement and has contributed equally to the drafting of this Agreement. Therefore, this Agreement shall not be construed against either party as the drafting party. All pronouns and any variation thereof will be deemed to refer to the masculine and feminine, and to the singular or plural as the identity of the person or persons may require for proper interpretation of this Agreement. And it is the express will of all parties that this Agreement is written in English and uses the font styles and sizes contained herein.

9.17       Captions.

The section headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

9.18       Beneficiaries.

There are no third party beneficiaries to this Agreement.

9.19       Entire Agreement; Amendments.

This Agreement sets forth the entire understanding of the parties concerning the subject matter hereof, and supersedes all prior or contemporaneous communications, representations or agreements between the parties, whether oral or written, regarding the subject matter of this Agreement, and may not be modified or amended, except by a written instrument executed after the effective date of this Agreement by the party sought to be charged by the amendment or modification.

10. SUBSTITUTE FORM W-9- TAXPAYER IDENTIFICATION NUMBER CERTIFICATION:

Section 6109 of the Internal Revenue Code requires us to provide you with our Taxpayer Identification Numbers (TIN).

Company Name: FundAmerica, LLC

Contact: Nicoleta Purcell, CFO

Address: 2300 W. Sahara Ave., Suite 803, Las Vegas, NV 89102

[X] We are exempt from backup withholding.

Under penalties of perjury, FundAmerica, LLC hereby certifies that the number shown above is our correct taxpayer identification number, that we are not subject to backup withholding, and that we are a U.S. person.

© Copyright 2016, FundAmerica, LLC All Rights Reserved

EX1A-8 ESCW AGMT

Exhibit 8.1

Escrow Services Agreement

This Escrow Services Agreement (this “Agreement”) is made and entered into as of September 7, 2016 by and between Provident Trust Group, LLC (“Provident” or “Escrow Agent”) and XY - the Findables Company (“Issuer”).

Recitals

WHEREAS, Issuer proposes to offer for sale to investors as disclosed in its offering materials, securities pursuant to Regulation A+ promulgated by the Securities and Exchange Commission as modified by final rules adopted pursuant to Title IV of the Jumpstart Our Business Startups Act of 2012, either directly (“issuer-direct”) and/or through one or more registered broker-dealers as a selling group (“Syndicate”), the equity and/or debt securities of Issuer (the “Securities”) in the maximum amount of up to Ten Million Dollars ($10,000,000) (the “Maximum Amount of the Offering”).

WHEREAS, Issuer desires to establish an Escrow Account in which funds received from prospective investors (“Subscribers”) will be held during the Offering, subject to the terms and conditions of this Agreement. Provident agrees to serve as Escrow Agent (“Escrow Agent”) for the Subscribers with respect to such Escrow Account in accordance with the terms and conditions set forth herein. This includes, without limitation, that the Escrow Account will be held at an FDIC member bank (the “Bank”) in a separately named (as defined below) account. For purposes of communications and directives, Escrow Agent shall be the sole administrator of the Escrow Account.

Agreement

NOW THEREFORE, in consideration of the foregoing, it is hereby agreed as follows:

1. Establishment of Escrow Account. Prior to Issuer initiating the Offering, and prior to the receipt of the first investor funds, Escrow Agent shall establish an account at the Bank entitled “Provident Trust Group, LLC as Escrow Agent for Investors in XY - the Findables Company” (the “Escrow Account”). The Escrow Account shall be a segregated, deposit account of Escrow Agent at the Bank. All parties agree to maintain the Escrow Account and escrowed funds in a manner that is compliant with banking and securities regulations.

2. Escrow Period. The Escrow Period shall begin with the commencement of the Offering and shall terminate in whole or in part upon the earlier to occur of the following:

1. The date upon which the Issuer has triggered a partial or full closing on those funds. Even after a partial close, for continuous offerings, Escrow shall remain open in order to perform investor AML, to clear investor funds, and to perform other tasks prior to the issuer selling securities to any investor; or

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2. The date upon which a determination is made by Issuer and/or their authorized representatives, including any lead broker or placement agent, to terminate the Offering prior to closing.

During the Escrow Period, the parties agree that the Escrow Account and escrowed funds will be held for the benefit of the Subscribers even after a sale of securities to investors, the Issuer may elect to continue to leave funds in the Escrow Account in order to protect investors as needed.

In addition, Issuer and Escrow Agent acknowledge that the total funds raised cannot exceed the Maximum Amount of the Offering permitted by the offering documents. Issuer represents that no funds have yet been raised for the Offering and that all funds to be raised for the Offering will be deposited in the Escrow Account established by Escrow Agent.

3. Deposits into the Escrow Account. All Subscribers will be directed by the Issuer to transmit their data and funds, via Escrow Agent’s technology systems, directly to the Escrow Agent that has agreed to hold the funds for the benefit of investors and Issuer. All Subscribers will transfer funds directly to Escrow Agent (with checks, if any, made payable to “Provident Trust as Agent for XY - the Findables Company”) for deposit into the Escrow Account. Escrow Agent shall process all Escrow Amounts for collection through the banking system and shall maintain an accounting of each deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All monies so deposited in the Escrow Account and which have cleared the banking system are hereinafter referred to as the “Escrow Amount.” Issuer shall promptly, concurrent with any new or modified subscription, provide Escrow Agent with a copy of the Subscriber’s subscription and other information as may be reasonably requested by Escrow Agent in the performance of their duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any funds delivered to it hereunder. Issuer shall assist Escrow Agent with clearing any and all AML and ACH exceptions.

Funds Hold – clearing, settlement and risk management policy: All parties agree that funds are considered “cleared” as follows:

Wires – 24 hours after receipt of funds

Checks – 5 days after deposit

ACH – As transaction must clear in a manner similar to checks, and as Federal regulations provide investors with 60 days to recall funds, for risk reduction and protection the Escrow Agent will agree to release, starting 10 calendar days after receipt and so long as the Offering is closed, the greater of 94% of funds or gross funds less ACH deposits still at risk of recall. Of course, regardless of this operating policy, Issuer remains liable to immediately and without protestation or delay return to us any funds recalled pursuant to Federal regulations.

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Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Escrow Agent may at any time reject or return funds to any Subscriber (i) that does not clear background checks (anti-money laundering, USA PATRIOT Act, social security number issues, etc.) to the satisfaction of Escrow Agent, in its sole and absolute discretion, or, (ii) for which Escrow Agent determines, in its sole discretion, that it would be improper or unlawful for Escrow Agent to accept or hold the applicable Subscriber’s funds, as Escrow Agent, due to, among other possible issues, issues with the Subscriber or the source of the Subscriber’s funds. Escrow Agent shall inform Issuer of any such return or rejection via notifications on the Issuer online control panel or via Webhooks in the API.

4. Disbursements from the Escrow Account. In the event Escrow Agent receives cleared funds prior to the termination of the Escrow Period and Escrow Agent receives a written instruction from Issuer (generally via notification in the API), Escrow Agent shall, pursuant to those instructions, pay such Escrow Amount for all accepted subscriptions pursuant to the instructions of Issuer, but subject to Escrow Agent’s rights concerning Return Period funds (defined as the time period the Subscriber has to seek a return of funds, or to seek to avoid liability for the funds by claiming the transaction was unauthorized) (“First Closing”). After the First Closing, with respect to any additional collected funds received from Subscribers and held by Escrow Agent prior to the termination date, Escrow Agent shall, upon receipt of written instructions from Issuer, including identifying additional participating Subscribers and the corresponding Escrow Amount, pay such Escrow Amount specified in the written instructions, but subject to Escrow Agent’s rights concerning Return Period funds (discussed above). Issuer acknowledges that there is a 24 hour (one business day) processing time once a request has been received to break Escrow or otherwise move funds. This is to accommodate the time needed to compare the request to the offering documents, to ensure AML has been completed, and to prepare funds for disbursement.

Issuer hereby irrevocably authorizes Escrow Agent to deduct broker fees and other funds for management and offering and selling expenses from the gross proceeds of the Escrow Account prior to remitting such funds, if and when due, to Issuer. Escrow Agent is hereby directed to remit such funds directly to the broker(s) and other parties, if any, to which they are due. Net proceeds (meaning gross proceeds less amounts remitted to brokers and other parties, and interest earned or accumulated in the Escrow Account) will then be remitted to Issuer as described above. Furthermore, Issuer directs Escrow Agent to accept instructions regarding fees from any registered securities broker in the syndicate, if any.

5. Collection Procedure. Escrow Agent is hereby authorized, upon receipt of Subscriber funds, to promptly deposit them in the Escrow Account. Any Subscriber funds which fail to clear or are subsequently reversed, including but not limited to ACH chargebacks and wire recalls, shall be debited to the Escrow Account, with such debits reflected on the Escrow ledger accessible via

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Escrow Agents API or dashboard technology. Any and all fees paid by Issuer for funds receipt and processing are non-refundable, regardless of whether ultimately cleared, failed, rescinded, returned or recalled. In the event of any Subscriber refunds, returns or recalls after funds have already been remitted to Issuer, then Issuer hereby irrevocably agrees to immediately and without delay or dispute send equivalent funds to Escrow Agent to cover the refund, return or recall. If Issuer has any dispute or disagreement with its Subscriber then that is separate and apart from this Agreement and Issuer will address such situation directly with said Subscriber, including taking whatever actions Issuer determines appropriate, but Issuer shall regardless remit funds to Escrow Agent and not involve Escrow Agent in any such disputes.

6. Investment of Escrow Amount. Escrow Agent may, at its’ discretion, invest any or all of the Escrow Account balance as permitted by banking regulations. No interest shall be paid to Issuer or Subscribers on the Escrow Account balance.

7. Escrow Administration Fees, Compensation of Escrow Agent. Escrow Agent is entitled to escrow administration fees from Issuer as set forth in Exhibit A.

Issuer agrees without exception that it is liable to Escrow Agent to pay and agrees to pay Escrow Agent, even under circumstances where Issuer has entered an agreement that said fees are to be paid by another party. All fees are charged immediately upon receipt of this Agreement, and are not contingent in any way on the success or failure of the Offering. Furthermore, Escrow Agent is exclusively entitled to retain as part of its compensation any and all investment interest, gains and other income earned pursuant to item 6 above. No fees, charges or expense reimbursements of Escrow Agent are reimbursable, and are not subject to pro-rata analysis. All fees and charges, if not paid by a representative of Issuer (e.g. funding platform, lead syndicate broker, etc.), may be made via either Issuers credit card or ACH information on file with Escrow Agent. Escrow Agent may also collect its fee(s), at its option, from any escrowed funds due to Issuer. It is acknowledged and agreed that no fees, reimbursement for costs and expenses, indemnification for any damages incurred by Issuer or Escrow Agent shall be paid out of or chargeable to the investor funds on deposit in the Escrow Account.

8. Representations and Warranties. The Issuer covenants and makes the following representations and warranties to Escrow Agent:

a. It is duly organized, validly existing, and in good standing under the laws of the state of its incorporation or organization, and has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

b. This Agreement has been duly approved by all necessary actions, including any necessary shareholder or membership approval, has been executed by its duly authorized officers, and constitutes its valid and binding agreement enforceable in accordance with its terms.

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c. The execution, delivery, and performance of this Agreement is in accordance with the agreements related to the Offering and will not violate, conflict with, or cause a default under its articles of incorporation, bylaws, management agreement or other organizational document, as applicable, any applicable law, rule or regulation, any court order or administrative ruling or decree to which it is a party or any of its property is subject, or any agreement, contract, indenture, or other binding arrangement, including the agreements related to the Offering, to which it is a party or any of its property is subject.

d. The Offering shall contain a statement that Escrow Agent has not investigated the desirability or advisability of investment in the Securities nor approved, endorsed or passed upon the merits of purchasing the Securities; and the name of Escrow Agent has not and shall not be used in any manner in connection with the Offering of the Securities other than to state that Escrow Agent has agreed to serve as escrow agent for the limited purposes set forth in this Agreement.

e. No party other than the parties hereto has, or shall have, any lien, claim or security interest in the Escrow Funds or any part thereof. No financing statement under the Uniform Commercial Code is on file in any jurisdiction claiming a security interest in or describing (whether specifically or generally) the Escrow Funds or any part thereof.

f. It possesses such valid and current licenses, certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct its respective businesses, and it has not received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such license, certificate, authorization or permit.

g. The Offering complies in all material respects with the Act and all applicable laws, rules and regulations.

All of its representations and warranties contained herein are true and complete as of the date hereof and will be true and complete at the time of any disbursement of Escrow Funds.

9. Term and Termination. This Agreement will remain in full force during the Escrow Period and shall terminate upon the following:

a.         As set forth in Section 2.

b.         Termination for Convenience. Any party may terminate this Agreement at any time for any reason by giving at least thirty (30) days’ written notice.

c.         Escrow Agent’s Resignation. Escrow Agent may unilaterally resign by giving written notice to Issuer, whereupon Issuer will immediately appoint a successor escrow agent. Until a successor escrow agent accepts appointment or until another disposition of the subject matter has been agreed upon by the parties, following such resignation notice, Escrow Agent shall be discharged of all of its duties hereunder save to keep the subject matter whole.

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Even after this Agreement is terminated, certain provisions will remain in effect, including but not limited to items 3, 4, 5, 10, 11, 12, 14, and 15 of this Agreement. Escrow Agent shall be compensated for the services rendered as of the date of the termination or removal.

10. Applicable Law, Venue, and Attorney’s Fees: This Agreement is governed by, and will be interpreted and enforced in accordance with the laws of the State of Nevada, as applicable, without regard to principles of conflict of laws, and each party submits to the personal jurisdiction, and waives all objections to venue for the enforcement of any provision of this Agreement, in the state and federal courts situated in Clark County, Nevada. Furthermore, the prevailing party shall be entitled to recover damages plus reasonable attorney’s fees and costs.

11. Limited Capacity of Escrow Agent. This Agreement expressly and exclusively sets forth the duties of Escrow Agent with respect to any and all matters pertinent hereto, and no implied duties or obligations shall be read into this Agreement against Escrow Agent. Escrow Agent acts hereunder as an escrow agent only and is not associated, affiliated, or involved in the business decisions of Issuer or Subscriber. Escrow Agent is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness, or validity of the subject matter of this Agreement or any part thereof, or for the form of execution thereof, or for the identity or authority of any person executing or depositing such subject matter. Escrow Agent shall be under no duty to investigate or inquire as to the validity or accuracy of any document, agreement, instruction, or request furnished to it hereunder, including, without limitation, the authority or the identity of any signer thereof, believed by it to be genuine, and Escrow Agent may rely and act upon, and shall not be liable for acting or not acting upon, any such document, agreement, instruction, or request. Escrow Agent shall in no way be responsible for notifying, nor shall it be responsible to notify, any party thereto or any other party interested in this Agreement of any payment required or maturity occurring under this Agreement or under the terms of any instrument deposited herewith.

12. Indemnity. Issuer agrees to defend, indemnify and hold Escrow Agent and its respective related entities, directors, employees, service providers, advertisers, affiliates, officers, agents, and partners and third-party service providers harmless from any loss, liability, claim, or demand, including reasonable attorney’s fees, made by any third party due to or arising out of this Agreement and/or arising from a breach of any provision in this Agreement, except to the extent arising from negligence or other wrongful act of Escrow Agent as determined by a court of competent jurisdiction in a final judgment. This indemnity shall also include, but is not limited to, all expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent. This defense and indemnification obligation will survive termination of this Agreement.

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Escrow Agent reserves the right to control the defense of any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Issuer agrees to reasonably cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiations; provided that no settlement shall occur without Issuer’s written consent, which shall not be unreasonably withheld.

13. Entire Agreement, Severability and Force Majeure. This Agreement contains the entire agreement between Issuer and Escrow Agent regarding the Escrow Account. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. Furthermore, no party shall be responsible for any failure to perform due to acts beyond its reasonable control, including acts of God, terrorism, shortage of supply, labor difficulties (including strikes), war, civil unrest, fire, floods, electrical outages, equipment or transmission failures, internet interruptions, vendor failures (including information technology providers), or other similar causes.

14. Changes. Escrow Agent may, at its sole discretion, comply with any new, changed, or reinterpreted regulatory or legal rules, laws or regulations, and any interpretations thereof, and without necessity of notice, to modify either this Agreement and/or the Escrow Account to comply or conform to such changes or interpretations. Escrow Agent will notify Issuer of material changes as soon as practicable. Furthermore, all parties agree that this Agreement shall continue in full force and be valid, unchanged and binding upon any successors of Escrow Agent. Changes to this Agreement will be sent to Issuer via email.

15. Waivers. No waiver by any party to this Agreement of any condition or breach of any provision of this Agreement will be effective unless in writing. No waiver by any party of any such condition or breach, in any one instance, will be deemed to be a further or continuing waiver of any such condition or breach or a waiver of any other condition or breach of any other provision contained in this Agreement.

16. Notices. Any notice to Escrow Agent is to be sent to Escrow@trustprovident.com. Any notices to Issuer will be to [                    ].

17. Language. It is expressly agreed that it is the will of all parties, including Escrow Agent and Issuer that this Agreement and all related pages, forms, emails, alerts and other communications have been drawn up and/or presented in English.

18. Electronic Signature and Communications Notice and Consent. Digital (“electronic”) signatures, often referred to as an “e-signature”, enable paperless contracts and help speed up business transactions. The 2001 E-Sign Act was meant to ease the adoption of electronic signatures. The mechanics of this Agreement’s electronic signature include the parties signing this Agreement below by typing in the party’s name, with the underlying software recording its IP

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address, browser identification, the timestamp, and a securities hash within an SSL encrypted environment. This electronically signed Agreement will be available to both Issuer and Escrow Agent, as well as any associated bankers, brokers and platforms so they can access and copy it at any time. Issuer and Escrow Agent hereby consent and agree that electronically signing this Agreement constitutes each party’s signature, acceptance and agreement as if actually signed by each party in writing. Further, all parties agree that no certification authority or other third party verification is necessary to validate any electronic signature; and that the lack of such certification or third party verification will not in any way affect the enforceability of your signature or resulting contract between Issuer and Escrow Agent. The parties understand and agree that the e-signature executed in conjunction with the electronic submission of this Agreement shall be legally binding and such transaction shall be considered authorized by each party. The parties agree that their electronic signatures are the legal equivalent of their manual signatures on this Agreement consenting to be legally bound by this Agreement’s terms and conditions. Furthermore, Issuer and Escrow Agent hereby agree that all current and future notices, confirmations and other communications regarding this Escrow Services Agreement specifically, and future communications in general between the parties, may be made by email, sent to the email address of record as set forth in Section 16 above, or as otherwise from time to time is changed or updated and disclosed to the other party, without necessity of confirmation of receipt, delivery or reading, and such form of electronic communication is sufficient for all matters regarding the relationship between the parties. If any such electronically sent communication fails to be received for any reason, including but not limited to such communications being diverted to the recipients spam filters by the recipients email service provider, or due to a recipients change of address, or due to technology issues by the recipient’s service provider, the parties agree that the burden of such failure to receive is on the recipient and not the sender, and that the sender is under no obligation to resend communications via any other means, including but not limited to postal service or overnight courier, and that such communications shall for all purposes, including legal and regulatory, be deemed to have been delivered and received. No physical, paper documents will be sent to Issuer, and if Issuer desires physical documents, then Issuer agrees to be satisfied by directly and personally printing, at its own expense, the electronically sent communication(s) and maintaining such physical records in any manner or form that Issuer desires.

19. Substitute Form W–9: Taxpayer Identification Number certification and backup withholding statement.

PRIVACY ACT STATEMENT: Section 6109 of the Internal Revenue Code requires you (Issuer) to provide us with your correct Taxpayer Identification Number (TIN).

Name of Business:                     XY - the Findables Company

Tax Identification Number: [                      ]

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Under penalty of perjury, by signing this Agreement below I certify that: 1) the number shown above is our correct business taxpayer identification number; 2) our business is not subject to backup withholding unless we have informed Provident Trust in writing to the contrary; and 3) our Company is a U.S. domiciled business.

Consent is Hereby Given: By signing this Agreement electronically, Issuer explicitly agrees to receive documents electronically including its copy of this signed Agreement as well as ongoing disclosures, communications, and notices.

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Agreed as of the date set forth above by and between:

XY - the Findables Company

By:	/s/ Robert Plaisted
Name: Robert Plaisted
Title:   Controller

Provident Trust Group, LLC

By:	/s/ Julieta Figlio
Name: Julieta Figlio
Title:   Controller

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EXHIBIT A

Fees and Costs

Escrow Agent’s Administrative Fees shall be calculated on the following schedule.

Fee Description:	Cost:
Cash Management/Escrow Servicing Fee (on total amount of funds remitted from Escrow Account)	25 basis points
Master Fund Escrow Account Set-Up Fee	$500.00
Monthly Escrow Account Fee	$25.00
Accounting Fee Per Investor (upon receipt of funds)	$5.00
Inbound and Outbound Fund Transfer Fees: ACH Transfer Check Fee Domestic Wire Transfer International Wire Transfer	$    .50 $10.00 $15.00 $50.00
AML Review Fee Per Investor: Domestic International (depending on domicile)	$2.00 $5.00-60.00
AML and Fund Transfer Exception Processing Fee	$20.00
Misc. Administrative Services (not under contract, but which Escrow Agent has agreed to perform)	$100.00 per hour

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EX1A-11 CONSENT

Exhibit 11.1

Consent of Independent Public Accounting Firm

We consent to the use, in the Offering Statement on Form 1-AA of XY – the Findables Company, a Delaware corporation (the “Company”), of our report dated May 2, 2016 on our audit of the balance sheets of Ength Degree, LLC, a Delaware limited liability company and the Company’s predecessor, as of December 31, 2015 and 2014, and the related statements of operations, changes in members’ equity/(deficit) and cash flows for the years then ended, and the related notes to the financial statements.

	/s/ PKF
San Diego, California	PKF
September 20, 2016	Certified Public Accountants
	A Professional Corporation

EX1A-12 OPN CNSL

Exhibit 12.1

STRADLING YOCCA CARLSON & RAUTH, P.C. 4365 EXECUTIVE DRIVE, SUITE 1500 SAN DIEGO, CA 92121 SYCR.COM	SAN DIEGO	SAN FRANCISCO
	858.926.3000	415.283.2240
	NEWPORT BEACH	SANTA BARBARA
	949.725.4000	805.730.6800
	SACRAMENTO	SANTA MONICA
	916.449.2350	424.214.7000

September 20, 2016

XY – the Findables Company

1133 Columbia Street #205

San Diego, CA 92101

Ladies and Gentlemen:

We have acted as counsel to XY – the Findables Company, a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of the Company’s Offering Statement on Form 1-A/A (the “Offering Statement”) pursuant to Section 3(b) of the Securities Act of 1933, as amended (the “Act”), including the rules promulgated thereunder. The Offering Statement covers 10,000,000 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Shares”).

In our capacity as such counsel, we have examined and relied upon the originals or copies certified or otherwise identified to our satisfaction, of the Offering Statement, the form of subscription agreement (the “Subscription Agreement”) and such corporate records, documents, certificates and other agreements and instruments as we have deemed necessary or appropriate to enable us to render the opinions hereinafter expressed. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures (including endorsements), the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as certified, electronic, conformed or photostatic copies and the authenticity of the originals of such documents. In connection with this opinion, we have also assumed that the appropriate certificates are duly filed and recorded in every jurisdiction in which such filing and recordation is required in accordance with the laws of such jurisdictions.

As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of the Company and its officers and other representatives and of public officials and others.

On the basis of such examination, we are of the opinion that, when issued and sold by the Company against payment therefor pursuant to the terms of the Subscription Agreement, the Shares will be validly issued, fully paid and non-assessable.

We are members of the Bar of the State of California and, accordingly, do not purport to be experts on or to be qualified to express any opinion herein concerning, nor do we express any opinion herein concerning, any laws other than the laws of the State of California and the General Corporation Law of the State of Delaware.

We hereby consent to the use of our name in the Offering Statement and we also consent to the filing of this opinion as an exhibit thereto with the Commission. We do not admit in providing such consent that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Stradling, Yocca, Carlson & Rauth

STRADLING, YOCCA, CARLSON & RAUTH