PRELIMINARY OFFERING CIRCULAR DATED JANUARY [___], 2016

WAYBETTER, INC.

*We will provide final pricing information in a final or supplemental Offering Circular.

** See “Plan of Distribution” for details regarding the compensation payable to placement agents in connection with this offering. The company has engaged North Capital Private Securities Corporation to serve as its sole and exclusive placement agent to assist in the placement of its securities.

We expect that the amount of expenses of the offering that we will pay will be approximately $100,000, not including state filing fees.

This offering is inherently risky. Persons should not invest unless they can afford to lose their entire investment. See “Risk Factors” on page [15].

The Series B Preferred Securities offered in this offering are non-voting and are subject to restrictions on transferability and resale.

- 1 -

The company has engaged The Bryn Mawr Trust Company of Delaware as an escrow agent (the “Escrow Agent”) to hold funds tendered by investors, and assuming we sell a minimum of $5 million in shares, may hold a series of closings at which we receive the funds from the escrow agent and issue the shares to investors. The offering will terminate at the earlier of: (1) the date at which the maximum offering amount has been sold, (2) the date which is one year from this offering being qualified by the Commission, or (3) the date at which the offering is earlier terminated by the company in its sole discretion. In the event we have not sold the minimum amount of shares by the date that is one year from the qualification of this offering with the Commission, or sooner terminated by the company, any money tendered by potential investors will be promptly returned by the Escrow Agent.

The company currently has no plans to list the securities on any national securities exchange or on the over-the-counter market. Currently, there is no secondary market for these securities.

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

Sales of these securities will commence on approximately [date].

We are following the “Offering Circular” format of disclosure under Regulation A.

- 2 -

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OR GIVE ITS APPROVAL OF 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.

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.

- 3 -

Contents

- 4 -

SUMMARY

- 5 -

- 6 -

- 7 -

- 8 -

- 9 -

- 10 -

- 11 -

- 12 -

RISK FACTORS

We are subject to all the same risks that all companies in our business, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events and technological developments (such as hacking and the ability to prevent hacking). Additionally, early-stage companies are inherently more risky than more developed companies. There are also risks specific to our company, the industry in which we operate, and the offering itself. You should consider general risks as well as specific risks when deciding whether to invest.

Specific Risks Related to our Business

Our auditor has issued a “going concern” opinion.

Our auditor has issued a “going concern” opinion on our financial statements, which means they aren’t sure we’ll be able to succeed as a business without additional financing. We have not generated profits since inception, and we have had a history of losses. We sustained net losses of $609,448 and $978,184 for the years ended December 31, 2014 and December 31, 2013, respectively. The audit report states that the company’s ability to continue as a going concern for the next twelve months is dependent upon our ability to generate sufficient cash flows from operations to meet our obligations, which the company has not been able to accomplish to date, and/or to obtain additional capital financing.

We are a startup and most startups fail.

WayBetter was incorporated in 2010 (as DietBet, Inc.) and made its first sales in January 2012. After five years we’re still small and we could get crushed by a bigger company, outmaneuvered by another startup, or fail simply because we make too many mistakes. We have a lot of passion but sometimes passion isn’t enough. There’s no proof that we’ll be able to continue to grow the company.

Our limited track record is no guarantee of future performance.

We are what is called a development stage company, meaning we don’t have much of a financial track record. Our past performance doesn’t give you an idea of how we will perform financially in the future, and our future financial results will vary a lot as we build out our plans and our team and react to changes in our market.

Your stock is non-voting; voting control is in the hands of a few large stockholders.

The Series B Preferred Securities we are offering are non-voting, so you will not be able to influence our policies or any other corporate matter, including the election of directors, changes to our company’s governance documents, expanding the employee option pool, and any merger, consolidation, sale of all or substantially all of our assets, or other major action requiring stockholder approval.

- 13 -

The class and voting structure of our stock has the effect of concentrating voting control with a few people or entities, and some of these larger stockholders include, or have the right to designate, executive officers and directors of our Board. These few people and entities make all major decisions regarding the company. As your stock is non-voting, you will not have a say in these decisions.

Risks Related to Management

We have no independent directors.

All of our directors currently on the Board are either founders who have been with us since the Company’s inception and who hold a significant share of the capital stock of the Company, or representatives of our largest stockholders who are entitled to elect a director. In addition, the directors are connected by longstanding personal relationships preceding the launch of the company. This could lead to unintentional subjectivity in matters of corporate governance, especially in matters of compensation and related party transactions (See “Interest of Management and Others in Certain Transactions”).

We also do not benefit from the advantages of having an independent director who holds no shares of the Company’s capital stock, including bringing an outside perspective on strategy and control, adding new skills and knowledge, having extra checks and balances to prevent fraud and produce reliable financial reports.

It may be difficult for us to find new directors who are willing to join us, especially independent ones. It may also be difficult for us to replace ineffective directors. If we are unable to find and retain good people on our Board of Directors, we may have an ineffective Board which would be detrimental to us.

We are dependent on a small team.

We currently depend on the skill and experience of four primary employees: James Rosen, Matthew Daniel, Alison Weick, and Sean Conrad. Each of these people play key roles and if one or more were to leave for any reason, we would have trouble operating. If we have difficulty finding a replacement for any of these key persons, in terms of skill set or fit with the existing team, it could impact our operations.

We also depend on a number of offshore and on-shore contractors to provide key engineering and IT services as well as other services. We would run into operation problems and delays if any of these contractors were to stop working with us.

- 14 -

Our team is distributed.

Like many startups today, we work with an increasing number of contractors, employees, and other service providers who are located all over the world. A distributed workforce can offer cost-savings, the ability to hire higher-caliber talent without the limitations of geography, and better time-zone coverage, especially in the case of our Referees and customer service team, but it can also present formidable difficulties in the areas of communications, managing, hiring, oversight, building a company culture, and in the cohesiveness and morale of our team. Whatever benefits come from having a distributed team could be outweighed by the significant operational hazards and risks and could cause us to under perform or fail. Several of our most senior employees are or have been based remotely and we expect this distributed structure, with contractors and employees, to continue.

Risks Related to our Financials

We may not have enough cash on hand to redeem players’ winnings.

Players provide funds pursuant to their commitment contract directly to our bank account and Paypal account, where we hold the funds for the period of the game. At the end of the game, the player’s winnings are recorded as WayBetter Points. These points can be redeemed for cash, and will expire in one year with no activity. If all our players were to redeem their points at the same time, we may not have sufficient cash on hand.

If we cannot raise enough investment capital in the future, we may not survive.

We are raising up to $20 million in this offering, and may close on as little as $5 million. Even if we raise $20 million, however, we might still run out of money down the road. Startups often depend on raising round after round of additional capital until they’re profitable and can fail if they’re unable to secure their next funding round on time. That could happen to us. If we are unable to survive, you may not recoup your investment. We have no bank lines in the event that additional cash is needed on short notice in the future. If additional cash is needed on short notice, we plan to approach our deep-pocketed existing investors as we have in the past to seek bridge financing. There is no guarantee we could secure such bridge financing.

The liquidation preferences for Series B Preferred Shares are described in “Securities Being Offered – Series B Preferred Stock – Right to Receive Liquidation Distributions.”

We have a history of accumulated deficits.

We have a history of accumulated deficits that may continue into the foreseeable future. If we fail to execute our strategy to achieve and maintain profitability in the future, investors could lose confidence in the value of our common stock, which could cause our stock price to decline and adversely affect our ability to raise additional capital. Potential investors should evaluate an investment in our company in light of the obstacles that may be encountered by a start-up company in a competitive market.

- 15 -

Risks Related to our Product

We really only have one product (everything else is on the drawing board).

We have one product currently in the market: DietBet. Everything else we’re planning to launch is speculative. We have done alpha tests with several hundred users for StepBet but we don’t have nearly enough data to know if that will succeed. Products on our roadmap like CardioBet and SleepBet are still over the horizon. Having only one product subjects us to greater risk of competition, as our single product could be copied and overtaken by competitors. A single product also limits our ability to generate revenue.

We don’t know if people will want to buy what we’re selling.

The market size for our primary product, DietBet, is unclear, as DietBet is an emerging, alternative product to existing weight loss products and has only been around since 2012. There is even less visibility regarding the potential demand for the new products we’re hoping to launch, such as StepBet, SleepBet, CardioBet, and CigaBet. These products also depend on emerging technologies like activity trackers embedded in smartphones, smart watches, and fitness trackers (sometimes referred to as wearables). And people who do like our products today may get tired of them tomorrow. Weight loss and exercise products are notoriously short-lived, as fads come and go. We have a small sample of data from early tests to suggest there may be demand for some of our new products, but we really won’t know how big a hit they might be, if at all, until they have been out for a while.

Our products are used on a seasonal basis.

We see a surge of customers every January, as people set their resolutions for the new year. We also see seasonal peaks in the spring as people want to get in shape for the summer and again in September and October as people return from their summer vacations. We also experience troughs during the summer and from Thanksgiving to Christmas as consumers tend focus on things other than weight loss. The seasonal use of our products means we generate less revenue during the low season, and we need to be ready to handle higher volume during the peak seasons.

We have to block cheaters.

With DietBet, we rely on a weight verification system that is not impossible to cheat. Players are required to submit two weigh-in photos for their official weigh-ins at the start and end of each game (or round of game, in the case of multi-month games). These photos are sent to our Referees who review them across a range of parameters to ensure compliance with our weigh-in rules. When appropriate, our Referees may reject a weigh-in submission and require the player to weigh in again. We also use algorithms to detect suspicious behavior and may require certain players to submit to greater scrutiny, such as with a video weigh-in (instead of photos). We also limit the number of games that any one player can player concurrently. We provide more detail about our weight verification system in “Our Business – How We Verify Weights.”

- 16 -

Despite our best efforts, however, people will attempt to cheat. While we believe that cheating is reasonably under control now, if players came to feel that cheating is widespread, this could scare people away from playing, especially in games with strangers. It would be difficult to regain the trust of players once our reputation for accurate policing of weight verification is in doubt.

In addition, new as-yet unlaunched games will entail new methods of verification which we will have to invent and which may be similarly subjected to cheaters. We may find that it is hard, or even impossible, to deter cheating to a sufficient degree with certain new games.

We could be hacked.

We process financial transactions when we accept money and pay out money and run the risk of fraud and hacking. As a small company that handles substantial sums as well as large quantities of financial transactions every day, we could be an attractive target to criminals and hackers.

We experienced an incident of fraudulent activity in the past where a hacker created games using stolen credit cards and then requested refunds via PayPal. We caught this quickly and it amounted to immaterial losses under $10,000. We subsequently plugged this loophole by changing our refund policy to issue refunds only to the original method of payment.

Nevertheless, hackers and/or data breaches could lead to material financial losses, reputational damage, and legal expenses. Credit card processors could refuse to do business with us if we were to receive a large number of chargebacks, which can be triggered by fraudulent use of stolen credit cards. We do security audits; we do not store credit card information; we do our best to safeguard our systems and assets but we cannot guarantee that we will be able to successfully repel future attempts to defraud us or hack into our customers’ data.

We have no patents; our trademark applications are pending.

We have no patents, nor any patents pending. This opens us up to copycat competitors. We have trademarks and URLs related to DietBet and related properties but these may not be sufficient to insulate us from other companies introducing very similar competitive products. Our trademarks for WayBetter and The WayBetter Way are pending. If our trademark application is rejected, we may incur significant costs in switching to a new trademark.

We depend on credit cards and Paypal.

We rely heavily on credit cards to collect the initial payment, and almost exclusively on PayPal to process payouts to customers at the end of the games. If PayPal were to block us for any reason at its discretion – for example, if PayPal detected fraudulent activity related to WayBetter’s users – we would need to find a different method of getting winnings to our customers, such as cutting paper checks. Also, if PayPal were to increase its fees, we could face a reduction in our profits. We are in the process of diversifying our redemption options but we have not been able to find another potential payout partner with the market share of PayPal.

- 17 -

As we expand internationally, we face additional risks.

We will face additional risks as we expand our products to outside the U.S. We may experience foreign currency risks, as players internationally bet in their own currency and not U.S. dollars. We may also face risks with foreign regulations, including foreign gaming laws and foreign health laws. We may also have difficulty enforcing contractual rights in a foreign country, which could impact our relationships with our international partners. We may also experience credit card fraud and other fraud relating to collecting payment and getting the winnings to our customers, in countries where credit cards and PayPal are not as widely used.

We could be regulated out of business.

Our business model involves a customer entering into a commitment contract as a means of providing motivation to reach a healthy goal (such as losing weight). Although we use the word “bet”, we do not believe that this kind of commitment contract is gambling because our games are fundamentally skill-based and the outcomes are generally under the player’s control (See “Our Business – Skill-Based Games”).

We do not know the time and expense it would take to deal with litigation or to manage compliance issues, if any.

We do not know how regulatory issues might affect our planned new products such as StepBet, CardioBet, SleepBet, CigaBet, etc. We also do not know how regulatory issues could affect our plans to expand into unfamiliar international jurisdictions, such as China.

Risks Related to Competition

Competitors could eat our lunch; the barriers to entry for our business are low.

As we are an internet-based business, other businesses are able to easily replicate our business model, even if they have limited resources.

There are a number of existing mobile apps, online tools, websites, online communities, and other products that could compete with us for market share in the online health and wellness category. These competitors include MyFitnessPal, LoseIt, Noom, HealthyWage, Stickk, Pact, SparkPeople, and Weight Watchers, among many others, including some that may not even exist or be known to us today. Most of these companies are privately held and thus there is little information available regarding market share, number of users, or financial performance. Weight Watchers is publicly traded and at the end of its most recent quarter reported having 2.6 million active subscribers, down from more than 4 million in 2013. Under Armour is a publicly traded athletic apparel company that acquired three different digital fitness companies (MapMyFitness, MyFitnessPal and Endomondo) over the last two years to form its Connected Fitness Division, which reports over 120 million registered users on its website.

- 18 -

In addition, companies that don’t look like competitors today could make lateral moves into our space, especially if we’re successful. This could include fitness wearables companies like Fitbit, apparel companies like Nike, social network companies like Facebook, technology giants like Google, healthy lifestyle brands like Lululemon, or a traditional weight loss companies such as Weight Watchers. We operate in a new market and the competitive landscape is changing quickly. We could see rival products at a lower cost, or with cool new features, targeting the same customer base. The potential consequences of this could include forcing us to cut prices, lose market share, or both. All of this is even more applicable to our future new products given that we will be moving into new and unfamiliar competitive landscapes.

Our space is crowded and there are many competitors for share-of-wallet.

While we believe that DietBet is different from most other products in the weight-loss market, it is not the only way to motivate people to lose weight. We have to compete with a number of other approaches that wouldn’t even normally be considered competition, including health and fitness communities, tools and apps, gyms, personal trainers and coaches, books, videos, and a multitude of other companies in the health, wellness, and behavior-change space. These competitors may be better capitalized than us and outspend us, which would give them a significant advantage. Weight Watchers, for example, is a large public company with a well-established brand around the world; and MyFitnessPal and MapMyFitness (calorie counting and exercise tracking apps) are now part of UnderArmour, another large public company. Fitbit raised over $700 million in a successful initial public offering, and Strava (a fitness-oriented community and app) has raised $34.6 million from private investors. There are many well-capitalized startups and also mature companies in our space.

Risks Relating to our Series B Preferred Shares

We do not have a secondary market for our shares.

Our Series B Preferred Stock is subject to restrictions on transferability and resale (see “Securities Being Offered – Series B Preferred Stock”), although they may be transferred to a prospective transferee in accordance with certain restrictions. However, we do not have a secondary market for our securities. If you want to sell our securities, there may not be an available buyer. The only exit currently available for investors is if the company redeems your shares, or the company goes public, is acquired, or is liquidated. Your investment could be tied up for years.

- 19 -

DILUTION

Dilution means a reduction in value, control, or earnings of the shares the investor owns.

Immediate dilution

An early-stage company typically sells its shares (or grants options over its shares) to its founders and early employees at a very low cash cost, because they are, in effect, putting their “sweat equity” into the company. Occasionally, strategic partners are also interested in investing at an early stage. When the company seeks cash investments from outside investors, like you, the new investors typically pay a much larger sum for their shares than the founders, early employees, or investors from prior financings, which means that the cash value of your stake is diluted because each share of the same type is worth the same amount, and you paid more for your shares than earlier investors did for theirs. Dilution may also be caused by pricing securities at a value higher than book value or expenses incurred in the offering.

The following table compares the price that new investors are paying for their shares with the effective cash price paid by existing shareholders, giving effect to full conversion of all outstanding stock options, and assuming that the shares are sold at $1. The schedule presents shares and pricing as issued, then adjusts each for the December 2015 stock split. It reflects all transactions since inception, which gives investors a better picture of what they will pay for their investment compared to the company’s insiders than just including such transactions for the last 12 months, which is what the SEC requires.

- 20 -

(1) Assumes conversion at exercise price of all outstanding warrants and options
(2) Assumes conversion to common stock of all issued preferred shares
(3) All Friends & Family Round Warrants were exercised in September 2015.
(4) Assumes conversion at exercise price. Warrants issued in Q4 of 2015.
(5) In December 2015, the Company authorized a stock split on its common stock at a ratio of 1:1.08577908 per share. These columns adjust the issued and potential shares for this stock split, then adjust the effective price per share to these revised issued issued and ptoential shares after the split.

- 21 -

The following table demonstrates the dilution that new investors will experience upon investment in the company. This table uses the company’s net tangible book value as of June 30, 2015 of $1,718,380, which is derived from the net equity of the company in the 6/30/2015 financial statements of $1,283,969, adjusted to include equity activity subsequent to 6/30/2015 with the proceeds from conversion of 2010 Warrants of $1,000 and proceeds of $433,411 from the Series A-1 Preferred Stock issuance as these shares are included in the calculations. This tangible net book value is further adjusted to contemplate conversion all other convertible instruments outstanding at current, and assuming exercise of all options (3,514,529 shares) and warrants (434,312 shares) outstanding through current. Such conversions would provide $1,116,240 of proceeds and result in the issuance of 3,948,841 shares of common stock (or convertible preferred shares), which are considered in the figures used in the calculations presented in the table.

The table presents three scenarios: a $5 million raise from this offering (minimum offering), a $12.5 million raise from this offering (mid-point), and a fully subscribed $20 million raise from this offering (maximum offering).

(1) Assumes conversion of all issued preferred shares to common stock, conversion of 434,312 outstanding stock warrants, and conversion of 3,514,529 outstanding stock options.

(2) Net Tangible Book Value is adjusted for conversion proceeds for the outstanding warrants and stock options discussed at (1).

- 22 -

The next table is the same as the previous, but adds in consideration of authorized but unissued stock options, presenting the fully diluted basis.

(1) Assumes conversion of all issued preferred shares to common stock, conversion of 434,312 outstanding stock warrants, and conversion of 3,514,529 outstanding stock options, and conversion of 199,347 authorized but unissued stock options at $0.4382 per share.

(2) Net Tangible Book Value is adjusted for conversion proceeds for the outstanding warrants and stock options discussed at (1), including 199,347 authorized but unissued stock options with exercise price of $0.4382.

- 23 -

The final table is the same as the previous two, but removes the assumptions of conversion of outstanding options and warrants and consideration of authorized but unissued stock options, instead only presenting issued shares (common shares, plus the assumption of conversion of all issued and outstanding preferred shares).

(1) Assumes conversion of all issued preferred shares to common stock

Future dilution

Another important way of looking at dilution is the dilution that happens due to future actions by the company. The investor’s stake in a company could be diluted due to the company issuing additional shares, whether as part of a capital-raising event, or issued as compensation to the company’s employees or partners. In other words, when the company issues more shares, the percentage of the company that you own will go down, even though the value of the company may go up. You will own a smaller piece of a larger company. This increase in number of shares outstanding could result from a stock offering (such as an initial public offering, another crowdfunding round, a venture capital round, angel investment), employees exercising stock options, or by conversion of certain instruments (e.g. convertible bonds, preferred shares or warrants) into stock.

- 24 -

If the company decides to issue more shares, an investor could experience value dilution, with each share being worth less than before, and control dilution, with the total percentage an investor owns being less than before. There may also be earnings dilution, with a reduction in the amount earned per share (though this typically occurs only if the company offers dividends, and most development stage companies do not pay dividends for some time).

The type of dilution that hurts early-stage investors most occurs when the company sells more shares in a “down round,” meaning at a lower valuation than in earlier offerings. An example of how this might occur is as follows (numbers are for illustrative purposes only):

If you are making an investment expecting to own a certain percentage of the company or expecting each share to hold a certain amount of value, it’s important to realize how the value of those shares can decrease by actions taken by the company. Dilution can make drastic changes to the value of each share, ownership percentage, voting control, and earnings per share. In some cases, dilution can also completely wipe out the value of investments made by early investors, without any person being at fault.

Investors should understand how dilution works and the availability of anti-dilution protection.

Dilution Protection for Other Shareholders

Previous investors have protection from dilution that does not apply to investors in this offering. Significant Holders are granted a right of first offer in Section 4 of the WayBetter, Inc. Investors’ Rights Agreement dated October 2015, as a form of protection from dilution. We grant “Significant Holders,” or those who own at least 250,000 outstanding shares of the company, prior to the Series B Preferred offering, and on a pre-stock split basis, the right of first refusal to purchase shares in new securities we may propose to sell after the date of that agreement. When we propose to undertake an issuance of new securities, such as the Series B Preferred Shares in this offering, we must give each Significant Holder written notice describing the type of new security, the price and the general terms. Each Significant Holder will have ten days after the notice is mailed or delivered to agree to purchase their pro rata share of the new securities. If a Significant Holder does not exercise their right of first refusal within the ten-day period, we have ninety days to sell or enter into an agreement to sell that portion of new securities. The right of first refusal in the agreement will end if we make an initial public offering.

- 25 -

USE OF PROCEEDS

The net proceeds of this offering to the company, after expenses of the offering (payment to the placement agent for its services, professional fees and printing) will depend on the final commission paid to North Capital Private Securities.

The table below details the company’s plans for the use of proceeds from this offering under three different scenarios: (1) Minimum offering amount of $5 million; (2) Midpoint offering amount of $12.5 million; and (3) Maximum offering amount of $20 million.

Note that the items below are listed in order of highest priority down to lowest priority.

We reserve the right to change the above use of proceeds if our management believes it is in our best interests. Examples of situations that could possibly lead to re-allocating the proceeds include stronger (or weaker) than expected user response to new products, stronger (or weaker) than expected response to the company’s products in international markets, or significant changes in macro-economic conditions.

Assuming this offering meets or exceeds the minimum threshold of $5 million, we anticipate that these proceeds--along with forecasted revenues from our existing business—will be sufficient to support our plans for at least the ensuing eighteen months. Assuming a successful offering, we anticipate needing $2.1 - $2.7 million to execute our plans for the ensuing twelve months.

Given that the proceeds are expected to support the company’s plans for at least eighteen months, the company does not anticipate needing to raise funds from other sources beyond this offering for at least the ensuing eighteen months.

- 26 -

OUR BUSINESS

Overview

We were founded in 2010, as DietBet, Inc. with the goal of developing a social game to help people lose weight. On August 13, 2014, we filed an Amended and Restated Certificate of Incorporation changing our name from DietBet, Inc. to WayBetter, Inc., to reflect a broader mission of using gamification, social support, and financial incentives to help people adopt a range of healthy behaviors, such as exercising more, quitting smoking, managing stress, sleeping better, breaking addictions, learning new skills and languages, etc. We are currently operational, and producing revenues, but have not yet realized steady profits.

Principal Products and Services

Our primary product is a social weight-loss game called DietBet which currently exists in three formats:

Players can sign up for whichever game they wish to play, or multiple games at the same time. The games are offered via iOS and Android apps and via web browsers. Players then pay the amount set for that game in the form of a commitment contract. At the start and at certain points in the game, players verify their starting weights with our Referees using a weigh-in protocol that entails taking and submitting photos of themselves weighing in. The commitments from all the players are pooled in the pot. Players who meet their goals without getting disqualified end up splitting the pot, less our commission.

Our commission is calculated as a percentage of the gross pot (total player payments) that varies based on the payment amount set for each Dietbet game.

At the end of the game we convert winnings into WayBetter Points, which can be redeemed by the players for cash (via PayPal or check). Points, however, expire without reimbursement pursuant to our Terms of Use after 12 months if an account remains inactive during that period.

We expect to parlay our experience and momentum with DietBet into other areas of healthy behaviors. For example, in 2015 we started alpha testing a new game, StepBet, with 300 players. StepBet is designed to motivate players to walk more by competing with step data from Fitbit and other step trackers. It is slated for beta testing with the public in 2016.

We plan to launch other new products in order to expand into other areas of healthy behavior and lifestyle change, such as CigaBet (to quit smoking), SleepBet (to improve sleep), and CardioBet (to exercise more), among others.

- 27 -

Skill-Based Games

We believe that our games are fundamentally skill-based, as the only way a player can receive a payout is by achieving a goal toward a healthy lifestyle, such as losing weight, quitting smoking, exercising more, etc. In the case of DietBet, winning is determined by whether a player reaches a pre-defined weight target, such as losing 4% of their starting weight in 4 weeks, as verified by DietBet’s referees. Weight-loss is a skill-based activity, which requires a combination of diet, exercise and discipline, and therefore the achievement of the desired outcome is not by chance but by effort and achievement, and is under the control and influence of players.

We believe that our games do not appeal to a "gambling instinct" insofar as the games have relatively low stakes and long game cycles. For example, the average fee paid by users to enter the Issuer’s DietBet games is $31 for a one-month game and $25 per month for a six-month game. For players who reach their goal (“winners”), the average payout is approximately 1.5 times their entry fee – thus generating net winnings of about $15-$20 after one month of hard work. There is no way to win more quickly and there are no large prizes or jackpots. In addition, in order to keep the focus on weight-loss, the Issuer limits the number of concurrent games any one player can join to three. Participants play these games for the carrot-and-stick motivation around losing weight. For these reasons, we do not believe our games are online gambling.

In addition, the low entry fee enables participants to receive not only the chance to win back their money plus a prize if they attain their weight-loss goal, but other valuable benefits such as community support, empathy, accountability, tips from health and wellness experts, and healthy inspiration from the community of fellow players. As such, the we believe the initial fee paid may be considered as payment for these programmatic benefits, and not solely to win money.

We also believe that DietBet encourages players to participate in an activity that is designed to promote healthy weight loss, a goal that benefits society and that public policy supports and encourages.

How DietBet Works

We currently offer three formats of DietBet games. Our most popular is the Kickstarter, in which players commit to lose 4% of their starting weight in four weeks. We first launched the Kickstarter in 2012 as an invite-only beta test. In all of 2012 we had 9,689 Kickstarter players. In January of 2013, after a year of testing and iterating, we officially launched the Kickstarter to the public. On January 4, 2013 our CEO was a guest on The Today Show and we signed up 11,239 paying Kickstarter players in January alone --more than the entire previous year. In 2013, we ended up having a total of 135,896 Kickstarter players. In 2014, building on this momentum, we had 190,942 Kickstarter players, up 40.5% over 2013. This game has now facilitated meaningful weight loss for thousands of players. On average, winners in our Kickstarter games lose 9.3 pounds a month.

As we grew, we started getting requests from our users for a longer-term game with larger, but more gradual, weight loss goals. In response to this demand, in November 2013, we launched a six-month game called the Transformer. In this format, players commit to lose 10% of their weight in six months, with monthly milestones (and rewards) along the way. As of March 31, 2015, of the 39,497 players who had started a Transformer game, 25% had reached the 10% goal. These winners lost, on average, 24.6 pounds in a span of six months.

- 28 -

With thousands of our players having reached healthy body-mass indexes (BMIs), we have been receiving increasing requests for a new kind of game to keep off the weight. To address this pent-up demand, we introduced another game format, The Maintainer, which challenges players to maintain their weight over the following year (within a range of +1% and -10%), with monthly weigh-ins and rewards. We launched it as a beta test in September 2015 with a first cohort of 299 players. That beta test is ongoing.

Our players are motivated by different factors. Some join with the primary motivation of winning money and competing but discover over time that they social bonds they make with their fellow “dietbetters” becomes the most sustainable aspect of the motivation.

How We Make Money and Verify Weights

At the end of our games, all the players who have reached the predefined goal, as verified by our Referees, split the pot evenly, after our cut. We make money by keeping a percentage of the pot as an administrative fee. This ranges between 10% and 25% depending on the bet size (see “Principal Products and Services” for details on our commissions). If the percentage of players who reach their goal in a game exceeds the percentage of the pot allocated to be split amongst these winners, we will forgo our cut in order to ensure that the winners get 100% of their deposit back. We call this our No-Lose Guarantee.

Since inception in 2012 through December 4, 2015, out of 14,085 games, the No-Lose Guarantee has been invoked 398 times, or 2.83% of the games. Expressing this in terms of the number of winners (players who reach their goal), out of 267,574 winners, 2,275 (0.9%) have gotten 100% of their money back as a result of the No-Lose Guarantee. The other 99.1% of winners have received more than 100% of their deposit back because the percentage of winners was less than the percentage of the pot allocated to the winners.

We verify starting and ending weights by having players submit photographic documentation of their weigh-ins to our team of Referees. Our “Refs” review these photos for compliance with our weigh-in guidelines (which include specific rules about what to wear and require a “weigh-in word,” written on a piece of paper, to appear in the photo, which serves as a timestamp).

Our Referees are mostly former DietBet players. In addition to overseeing our weigh-ins, they also handle customer service. We work hard to attain a high standard of quality and promptness in reviewing all weigh-in photos and in responding to customer service matters. We currently have 10 Refs who have, since our inception, reviewed 6.5 million weigh-in photos.

Our Refs are currently all based in North America and we consider them an integral part of our business, not just a machine for rote review of weigh-in photos. They play a key role in helping us to improve our products by relaying user feedback to our developers and game designers, identifying bugs and feature suggestions from players, and providing valuable player feedback. In their spare time, they also send personalized “Milestone” notes to players congratulating them on their weight-loss accomplishments.

We also use proprietary algorithms to help maintain the integrity of our games. Our algorithms are designed to detect suspicious activity and in some cases we require players to submit video documentation of their weigh-in instead of photos. We are continually updating and improving our algorithms to detect and prevent cheating.

- 29 -

You cannot play in a DietBet without putting money in the pot in the form of a commitment contract. As a result, we have generated revenue from nearly all our players since we launched. We also sell virtual products, the most popular being a $20 package of Weigh-In Tokens that lets players in our long-term games weigh-in regularly with our Referees to help them stay on track.

We anticipate that future revenue streams will continue to come from new products such as StepBet, selling advertising and sponsorships, selling curated products from our own store, and selling subscriptions to premium coaching services.

Our Most Valuable Asset: Our Community of Players

Through our game design we encourage healthy, gradual weight loss. For starters, we do this by not giving extra credit for losing the most weight, or for losing weight the fastest. Indeed, we disqualify players if they lose too much weight in a game (more than 3 times the goal amount). We also do not allow players to enter our games if their body-mass index, or BMI, is below 18.5 (considered underweight by the National Institutes of Health) or if their BMI would be required to drop below 18.5 in order to reach their target. We offer money-back guarantees during the start of our games to let players try it out with no risk. We also have compassionate policies that allow players to drop out in certain cases when there is a medical necessity (such as a pregnancy).

Our users are core to our success, not just because we generate revenue from them. Our customers also volunteer to test our new products (when we have a new idea to test, we announce it in our games and get hundreds or sometimes thousands of applications for testers). They lead and host games as organizers and in the process invite their friends. They give us valuable feedback about bugs and new features. They even sometimes work for us as we hire Referees from our player pool (we normally recruit Referees by posting job openings in our games). And they serve as testimonials: we feature over 150 players and their dramatic success stories on our homepage. In addition, players who have lost weight with DietBet often become walking advertisements for DietBet as their friends and co-workers approach them to ask how they lost the weight. Many also blog and post on social media about their experiences with DietBet. This can lead to a positive feedback loop where the health and happiness of our players fuels the growth of our business.

Research Study

To leverage the powerful network effects and collective wisdom of our community, we ask our players to complete a survey at the end of their games explaining how they lost the weight. We partnered with a team at Brown Medical School, led by Dr. Tricia Leahey, an obesity expert, to design this survey and analyze the data. (We have data from over 12,000 players to date). Our goal with this data collection is to create an objective and empirical dataset on the efficacy and popularity of various diets, commercial weight-loss programs, apps, and devices. We call this The DietBetter Report and we plan to publish our findings in the future.

In addition, Dr. Leahey published a paper about the efficacy of DietBet in the Journal of Medical Internet Research: Serious Games, DietBet: A Web-Based Program that Uses Social Gaming and Financial Incentives to Promote Weight Loss.

- 30 -

Market

According to MarketData Enterprises, 108 million Americans go on 4 to 5 diets a year. Americans spend over $60 billion annually on weight loss products and services and, according to MarketData, 83% of dieters prefer “do-it-yourself” solutions. We believe this comprises the current market for our primary product, DietBet.

We believe that as we expand our services beyond weight loss to healthy lifestyle products like StepBet, we will be expanding our target audience to include people of healthy BMIs who want to be more active and use “wearables”, i.e. activity-tracking devices. The worldwide market for wearable devices is set to grow 173%, from 26.4 million units shipped in 2014 to 72.2 million in 2015, according to a press release on June 18, 2015 regarding the International Data Corporation’s (IDC) Worldwide Quarterly Wearable Device Tracker estimates. Shipment volumes are expected to experience a compound annual growth rate of 42.6%, reaching 155.7 million units shipped in 2019. IDC also reports that consumer spending on the wearable devices market is growing faster than on any segment in the global consumer electronics market. The potential growth of this market represents an opportunity for us as we plan to roll out new games in which players with these devices and sensors can compete to walk and exercise more, sleep better, etc.

In addition, we plan to expand internationally. According to the World Health Organization’s Fact Sheet on Obesity from January 2015, 1.9 billion adults in the world are overweight and most of the world's population now lives in countries where overweight and obesity conditions kill more people than underweight conditions (all high-income and most middle-income countries). Over 10% of DietBet players are outside the United States and we believe there is a growing market for DietBet internationally. To this end, we recently signed a Memorandum of Understanding with a large weight-loss company in China, China Showyu Healthy Group Limited, to partner exclusively on developing the market in China. Showyu also made an equity investment in WayBetter.

Marketing/Distribution Channels

To attract players for our games, we offer a marketplace of DietBet games, where anyone with access to the Internet can find an assortment of DietBet games starting soon.

To lead these games and promote our brand, we have worked with over 200 health and wellness influencers as “game hosts”. This includes celebrities as well as a long tail of bloggers, social media influencers, and authors. Celebrities include Jillian Michaels (former star of NBC’s The Biggest Loser television show), Chris and Heidi Powell (stars of ABC’s Extreme Weight Loss), Tim Ferriss (author), Tony Horton (star of P90X workout videos), and Laila Ali (former boxer and the daughter of Muhammad Ali). Our largest Kickstarter DietBet game to date was hosted by the Powells in January 2015 with over 12,000 players and a pot of over $360,000.

In these hosted games we offer a revenue sharing arrangement to the game’s host. This arrangement typically requires that the game host promote his/her Dietbet to fans on his/her social media channels. In exchange we share 10% of the gross pot with the host plus performance incentives if the game reaches specified player count milestones. For bloggers and other non-celebrity influencers, their cut typically works out to between 10-15% of the pot depending on how many players join their game. Our celebrity influencer partners command a larger revenue share that typically works out to between 10-25% of the pot depending on how many players join their game. Structuring the arrangements in this way gives our host-partners a financial incentive to recruit large numbers of fans into their games. By enabling influencers to monetize their audiences, and to interact with their fans in an engaging way, we strive to foster partnerships that work sustainably for our game hosts and us. Most hosts lead multiple games over a 12-month period.

- 31 -

In addition, we allow our players to set up and organize their own games among friends and co-workers. In these organic games we do not normally share our cut with the game’s organizer and therefore our margins in these games are higher than in games with professional hosts.

We have also worked with magazines and other health and wellness brands like Fitness, Shape, Withings, and RunKeeper to lead games with their readers and customers. We also work with charities to host games as fundraisers, where a percentage of the pot can be set aside for the charity. In the case of charities, we will often reduce our cut to facilitate more of the pot going to the charity. We also let players in any game lose weight for a cause they support by pledging a percentage of their winnings to the charity of their choice.

New users are increasingly coming to us via word-of-mouth as players who have had positive experiences tell their friends about DietBet. We have also received press coverage in The Wall Street Journal, The New York Times, US Weekly, CNN, and on ABC News and The Today Show, in addition to other media outlets around the world.

We believe advertising can become a source of growth in the future, however, and we intend to increase our investment in marketing to boost brand awareness and new user acquisition in the future. We have been steadily increasing the lifetime value of each player as we launch new longer game formats that serve to retain customers for longer periods of time. An increase in lifetime value could make advertising a more cost-effective channel for us going forward.

Competition

We have competitors for our primary product, DietBet. Competitors include HealthyWage, Stickk, Pact, MyFitnessPal, Noom, LoseIt, Weight Watchers, and SparkPeople, among others. As we expand into other areas of healthy behaviors and lifestyle (beyond weight loss), we may also compete with other health and fitness companies that have communities, applications, and products to help motivate people to live healthier lives. Some competitors include FitBit, Nike, Under Armour (with its recent acquisitions of MyFitnessPal and MapMyRun), RunKeeper, Strava, Azumio, among others.

Pact, Stickk, and HealthyWage all promote commitment contracts as a way to increase your motivation and willpower. However, of these Pact does not currently offer a product specifically targeting weight loss. And none of these companies has comparable partnerships with large numbers of health and wellness influencers, an asset which we have spent years developing and cultivating.

Weight Watchers and SparkPeople both feature strong components of community support, but neither emphasizes gamification, competition, or financial incentives. In addition, Weight Watchers meetings are normally held offline, in places like church basements, schools, and in Weight Watchers’ shops. We believe such physical meetings do not appeal as much to younger consumers who are looking for more convenient, mobile solutions.

- 32 -

Certain other companies, such as MyFitnessPal, LoseIt, and Noom, offer sophisticated activity and nutrition tracking functionality but little by way of gamification and no financial incentives.

In addition, we may start to compete more with companies in the corporate wellness market. Such competitors include Stickk, Limeade, Keas, Rally, Retrofit, Wellcoin, Rise, and ShapeUp, among others. To penetrate the corporate wellness market we may seek partnerships with some or all of these companies rather than being direct competitors.

There are, of course, thousands of other companies in the highly fragmented weight-loss, fitness, and wellness space. While we would not consider most to be direct competitors, we do compete with them for mindshare and share-of-wallet. Fortunately for all of the players, this is a large and fragmented space that can, and does already, support a diverse ecosystem of competing and complementary products and services. Consumers tend to try lots of approaches: gyms, commercial weight-loss programs, wearables, diet books, personal trainers and coaches, nutraceuticals, meal replacements, and apps and online tools. We believe the consumer appetite to try lots of solutions can work in our favor as a new entrant, especially if we can deliver a sustainable and efficacious solution for many of them.

Customers

To date we have had over 300,000 paying consumers who have registered a total of more than 3 million pounds lost with us. 10% of our users are outside the United States and we plan to invest in international growth. 15% of DietBet users are men, which is par for the industry and our average customer is 36 years old. The average starting weight is 236 pounds for our male users and 192 pounds for our female users.

We see a surge of customers every January, as people set their resolutions for the new year. We also see seasonal peaks in the spring as people want to get in shape for the summer and again in September and October as people return from their summer vacations. We also experience troughs during the summer and from Thanksgiving to Christmas as consumers tend focus on things other than weight loss. We believe that some of our new products, particularly StepBet, may balance out this seasonality as consumers (in the Northern Hemisphere) walk more during the warmer summer months.

Suppliers

We currently utilize two payment processors to transact payments to/from our users: (1) PayPal, a publicly traded online payments processor; and (2) Braintree, which was acquired by PayPal in 2013. Merchant fees charged by these providers are as follows:

- 33 -

We also work with several dozen vendors to provide various services, from sending out user emails with Mandrill, to managing business development leads with Salesforce, to monitoring our servers 24/7 for outages with Pingdom, to tools that let us track and manage customer service requests like UserVoice. Whenever possible, we seek cost-effective solutions that make it easier and faster to design, deploy, and maintain our products so we can continue to grow our business.

Research and Development

We have invested $1,096,538 in research and development, and in product development, such as StepBet.

Employees

We currently have nine full-time employees and one part-time employee. We also currently work with over 20 contractors around the world, including technical teams in Moldova and India. Consultants, agencies and other contractors with whom we work are typically referred to us through our employees’ professional networks and are vetted through an interview process. Prior to beginning any work, consultants sign our standard WayBetter, Inc. Consulting Agreement, which covers a number of legal and contractual terms including confidentiality, ownership of deliverables, conflicts of interest, project scope and compensation terms. This agreement gives us the right to terminate the arrangement with a consultant at any time with no notice.

As we grow, we plan to develop more technical expertise in-house and gradually reduce our reliance on technical contractors as we hire more engineers and migrate key technical functions in-house.

Intellectual Property

We have trademarks in the United States for DietBet and DietBetter and pending trademarks for WayBetter and The WayBetter Way. We own over 100 URLs that relate to our current and prospective products. We do not own any patents.

Litigation

We are not involved in any litigation or any material “legal proceedings,” including bankruptcies and administrative proceedings. None of our directors, officers or affiliates is a party to a material legal proceeding.

OUR PROPERTY

We do not own any real estate or significant assets.

- 34 -

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

Results of Operations

The sum of all monies paid by players to enter the various games (e.g. DietBet, StepBet) plus all monies paid to purchase virtual goods is defined as Gross Transaction Volume, or “GTV”. In essence GTV represents the total dollars transacted by customers on the WayBetter platform. GTV is a non-GAAP measurement which differs from the presentation of net revenues in the financial statements. The company’s net revenue refers to the sum of commissions retained by the company. The company’s commission ranges from 10-25% depending on the dollar amount of the commitment. For the vast majority of DietBet games, the company’s commission is 25%.

Other revenue includes the sale of virtual goods to players in DietBet games; the most common example of virtual goods is weigh-in tokens, which are offered to players in long-term DietBet games who are looking for weekly accountability

The company recognizes revenue according to the following guidelines:

Pursuant to changes to the company's Terms of Use implemented in September 2015, we anticipate some number of WayBetter Points to expire and be forfeited starting in September 2016 by customers with WayBetter accounts that have been inactive for twelve months. If and when this happens, the company may be able to recognize as revenue some or all of the forfeited points at a rate of 1 point = $1.00. Because this is a new policy, the company has not estimated the amount of any potential incremental revenue from forfeited points.

GTV for the year ended December 31, 2014 (“FY 2014”) was $8,626,197, a 108% increase from GTV of $4,142,192 in FY 2013. The main driver of the GTV increase from FY 2013 was the increase in the company’s customer base. GTV for the six months ended June 2015 (“Interim 2015”) was $6,453,888.

The company’s net revenue for FY 2014 was $2,047,873, a 194% increase from $695,553 in 2013. The company’s net revenue for Interim 2015 was $1,560,979.

Cost of revenues consists of financial transaction costs, “affiliate” payments to partners who host DietBet games, the cost of prizes given away during games and data hosting fees. Cost of revenues were $978,045 in FY 2014, compared to $439,042 in FY 2013, resulting in gross margins of 52.2% and 36.9%, respectively. The improvement in gross margin was due to changes in the company’s commission structure implemented in 2013. Cost of revenues in Interim 2015 was $735,870, resulting in gross margin of 52.9% .

- 35 -

The company’s operating expenses consist of payroll, technology, sales and marketing, professional services (including contracted service providers), and general and administrative costs including rent. Operating expenses in FY 2014 amounted to $1,667,178, a 40% increase from $1,190,401 from FY 2013. The primary components of the increase from FY 2013 to FY 2014 were:

For the period from January to June 2015, the operating expenses were $1,349,580. The primary components of these 2015 interim operating expenses were:

Depreciation charges included in general and administrative expenses for the six months ending June 30, 2015 amount to $2,994, and for the years ending December 31, 2014 and 2013 amounted to $2,879 and none, respectively.

Amortization charges for software development costs included in general and administrative expenses for the years ending December 31, 2014 and 2013 amounted to $34,240 and $33,036 respectively; and for Interim 2015 amount to $3,475. The decrease is due to software development costs becoming fully amortized in 2015.

Sales and marketing totaled $253,531 and $209,294 for the years ended December 31, 2014 and 2013, respectively, and were $189,748 for Interim 2015. The increase is due to the company’s expanded efforts to attract and acquire new customers through various channels.

Our current operations focus on attracting as many players as possible to our games. Aside from overhead, the primary expense in the near future will be on payments to social media influencers to drive players into games. The company has also been testing other channels for player acquisition, including online advertising. Currently the company spends less than $10,000 a month on online advertising (mostly on Facebook and Google). Online advertising is iterative and as the company optimizes its efforts (to lower the cost of customer acquisition while at the same time increasing the annual revenue per customer), online advertising could ramp up quickly. If online advertising becomes cost-effective and profitable, the company’s investment in online advertising could outstrip that of affiliate marketing efforts to influencers.

The company expects to spend at least $25,000 on online advertising over approximately the next six months.

Assuming continued increases in payroll from additional hires and future transaction size consistent with historical transactions, we anticipate that revenues will support the operations of the company when the company has approximately 100,000 monthly active paying users of our various products. Currently the number of monthly active paying users ranges between approximately 25,000 and 50,000, depending on the time of year.

- 36 -

A high level breakdown of this break-even scenario is as follows:

Liquidity and Capital Resources

We have not generated profits since inception, and sustained a net loss of $609,448 in FY 2014, a decrease from the net loss of $978,184 in FY 2013. The company’s net loss for Interim 2015 was $522,579. The company has, as of June 30, 2015, $4,885,092 cash on hand. The company has recorded losses from operations from the time of inception in the total amount of $3,607,194, as of June 30, 2015.

The company’s operations have been financed to date by a combination of revenue and investment capital. The company was initially capitalized by equity investments from our shareholders in the amount of $1,109,019 when the company issued common and Series Seed Preferred Stock. In 2012 and 2013, the company issued $908,000 of convertible notes which were subsequently converted into Series Seed Preferred Stock. In 2014, the company issued Series A Preferred Stock, which generated $2,774,060. In October 2015, the company issued Series A-1 Preferred Stock, which raised $433,411.

The company has not committed to make any capital expenditures. We have no bank lines.

As listed on the balance sheet in the liabilities section, Customer Deposits include earnings from previous game winnings that are held in deposit with the company, as well as amounts from current games estimated to be paid out by the company to winners of those current games. In certain instances, the amount accumulated and estimated in the customer deposit accounts may exceed the available cash. See “Risk Factors – We may not have enough cash on hand to redeem players’ winnings.”

- 37 -

Trend Information

From 2012 through 2015, the company’s sole product has been DietBet games in the various formats available. Beginning in 2016, we plan to expand into other areas of healthy behavior and lifestyle change. Examples include StepBet (to exercise more), CigaBet (to quit smoking), and SleepBet (to get more sleep). As the company introduces more products, we believe we will reach a larger market. In addition, we plan to expand in China with our partnership with China Showyu Healthy Group Limited.

- 38 -

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

Executive Officers

None of our executive officers work for other companies.

James Rosen, Founder and Chief Executive Officer

Jamie Rosen is WayBetter’s founder and Chief Executive Officer. He has served in this position since he incorporated the company as DietBet, Inc. in July 2010. Jamie came up with the idea for DietBet after seeing friends competing in an office weight loss pool. Jamie has more than 20 years of experience as an inventor and entrepreneur and 10 pending and/or issued US patents. In 2007, he sold several of his pending patents to Yahoo! He dropped out of Harvard Business School to launch his first internet company, Comet Systems, which was acquired in 2004. At Comet, Jamie was co-Founder and President and led new product innovation, fundraising, and business development. He has an A.B. with honors from Harvard College and was a Lemelson Fellow in Innovation, Invention, and Creativity at Hampshire College.

- 39 -

Matthew Daniel, CFO and Vice President of Business Development

Matt Daniel is one of the company’s initial team members and is currently serving as the company’s CFO and VP, Business Development and Operations. Matt has been with the company since February 2012 and has been leading the Business Development and Operations functions since that time. He was appointed CFO effective November 1, 2015. Matt started as a consultant to WayBetter in March 2012 and joined as a full-time employee in November 2013. Prior to joining WayBetter, Matt spent five years in Business Development (Sep 2006 – Feb 2012) and five years running operations (May 2001 – Aug 2006) for Town Sports International, a $500 million publicly traded health club operator. Earlier in his career Matt spent four years in management consulting with Andersen Consulting. Matt holds an MBA from the Kellogg Graduate School of Management and a B.S. in systems engineering from the University of Virginia.

Alison Weick, Vice President of Brand Marketing

Alison Weick is one of the company’s initial team members and is currently serving as the company’s VP, Brand Marketing. She has been with the company since August 2011 in various roles. She first joined as a consultant and led the company’s product development efforts from August 2011 – January 2014. Upon joining WayBetter as a full-time employee in January 2014, Alison served as the VP, Product Development until she shifted into her current marketing role in June 2015. Prior to working with WayBetter, Alison worked at Weight Watchers in product development and e-commerce from May 2006 - February 2010. In that role she was a brand manager for all Weight Watchers consumer products sold in meeting rooms and online (a $150 million line of business). From February 2010 – April 2012 Alison worked at Barnes & Noble in the BN.com division. She holds a B.S. in Applied Economics from Cornell University and an MBA from Harvard Business School.

Sean Conrad, Vice President of Growth

Sean T. Conrad is currently the VP of Growth, responsible for Marketing and Analytics. He joined WayBetter in February 2015. Prior to that, he was the VP, Product Development at Mindspark Interactive Network, Inc., a division of IAC, from May 2011 -January 2015. In that role Sean oversaw the product roadmap and creation of over 100 direct marketing desktop, mobile, and browser extension applications. Sean holds a B.S. in Biology from Penn State University and a M.S. in Information Science from the University of Pittsburgh. He began his career as a programmer for Comet Systems, where he worked with Rosen and Daniel.

- 40 -

Directors

WayBetter’s Board of Directors holds four to six meetings per calendar year. The purpose of these meetings is to discuss strategic options contemplated by the company and for the board to provide basic governance including the review and approval of officer compensation, stock option grants, annual strategic objectives, budgets and company financial targets.

We have recently formed a Compensation Committee of disinterested directors to approve compensation based on certain guidelines, as described in “Compensation of Directors and Officers.”

We have also recently formed an Audit Committee to provide oversight of financial reporting and disclosure. The Audit Committee will assist the Board to fulfill its corporate governance and oversee responsibilities in relation to the company’s financial reporting, internal control system, risk management system and internal and external audit functions. The Audit Committee consists of two board members. Our Chief Financial Officer will serve as advisor/liaison to the audit committee.

A director may be removed upon the vote or written consent the stockholders entitled to elect such director, including, as applicable, the approval of any stockholders or other entities entitled to nominate such director pursuant to subsections 2.2(a), 2.2(b), 2.2(c) or 2.2 (d) of the Amended and Restated Voting Agreement, as may be amended from time to time pursuant to Section 10.5 therein.

Patrick George, Director

Patrick George joined WayBetter’s Board of Directors on February 17, 2013. He is Chief Investment Officer of Halstatt, LLC, and has been in this position since June 2009. He is responsible for managing the financial assets of a large family office based in Naples, FL, where he oversees investments across a wide variety of asset classes, including public and private equities, fixed income, commodities, hedge funds and various other alternative investments. Since January 2011, he is also a partner of Halstatt Real Estate Partners, a real estate private equity firm developed and sponsored by Halstatt, which targets investments in commercial and residential real estate primarily located in South Florida. Mr. George received an undergraduate degree, with honors, from Harvard College where he concentrated in Economics. In addition, he holds an MBA from Harvard Business School, where he studied with Rosen.

Randy Nicolau, Director

Randy Nicolau joined WayBetter’s Board of Directors on November 18, 2011. Since December 2011, Randy has held the position of CEO and Chairman of Poppin, where he is responsible for setting the strategic vision, raising capital, and overseeing operations of the company. Before Poppin, Randy founded Demdex, the first online Data Management Platform (DMP), in 2008. He served as CEO, where he was responsible for operations and growth. Demdex was acquired by Adobe Systems (NYSE: ADBE) in January 2011. Randy graduated from Harvard University in 1992, where he studied with Rosen.

- 41 -

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

For the fiscal years ended December, 2010, 2011, 2012, 2013, 2014, and 2015, we compensated our three highest-paid executive officers as follows:

Alison Weick was paid as consultant from January 2012 through December 2013 and joined the company as a full-time employee January 1, 2014. Matt Daniel was paid as a consultant from February 2012 through October 2013 and joined the company as a full-time employee November 1, 2013.

The table below contains the annualized salaries for our top three executive officers as of December 31 for each of the years 2011-2015.

Other than cash compensation, health benefits and stock options, no other compensation was provided.

James Rosen also received two relocation loans; see “Interest of Management and Others in Certain Transactions.”

For the fiscal year ended December 31, 2014 and December 31, 2015 our directors did not receive any compensation.

- 42 -

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

The following table sets out, as of the date hereof, our voting securities that are owned by executive officers and directors, and other persons holding more than 10% of our voting securities, or having the right to acquire those securities.

- 43 -

The final column (Percent of Class) includes a calculation of the amount the person owns now, plus the amount that person is entitled to acquire. That amount is then shown as a percentage of the outstanding amount of securities in that class if no other person exercised their rights to acquire those securities. The result is a calculation of the maximum amount that person could ever own based on their current and acquirable ownership, which is why the amounts in this column may not add up to 100% for each class.

- 44 -

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

We made two relocation loans to James Rosen, the founding shareholder and CEO, in 2014 and 2015, when he relocated with his family from Mexico City to New York. We did not have any independent directors at the time the transactions were approved.

The terms of the loans are as follows:

(1)      In September 2014, we issued a $150,000 relocation loan to James Rosen. The note bears interest of 1.89% per annum and matures on September 1, 2021. No payments are required on the note until maturity when all principal and unpaid interest come due, though the note can be pre-paid at any time without penalty. The note is collateralized by 1,351,108 shares of Common Stock held by James Rosen.

(2)      In September 2015, we issued a second $100,000 loan to Rosen, for additional relocation expenses. The note bears interest of 1.89% per annum and matures on September 16, 2022. No payments are required on the note until maturity when all principal and unpaid interest come due, though the note can be pre-paid at any time without penalty. The note is collateralized by 900,739 shares of Common Stock held by James Rosen.

Patrick George, one of our directors, is also an officer, director or partner in Ninth Avenue South Investment III, LLC, whose investments are reflected in “Security Ownership of Management and Certain Securityholders.”

On August 13, 2014, one of our game hosts purchased 525,430 shares of Series A Preferred Stock, at a price of $0.4758 per share, on the same terms as the other investors in the Series A round. This game host had previously received $50,000 as payment for services rendered hosting DietBet games, under standard terms no more favorable than what we offer to other game hosts.

- 45 -

SECURITIES BEING OFFERED

General

We are offering Series B Preferred Stock to investors in this offering.

The following description summarizes important terms of our capital stock. This summary does not purport to be complete and is qualified in its entirety by the provisions of the Amended and Restated Certificate of Incorporation (which will be filed with the Secretary of State of the State of Delaware after the minimum offering amount has been attained) and our Bylaws, copies of which have been filed as Exhibits to the Offering Statement of which this Offering Circular is a part. For a complete description of WayBetter, Inc.’s capital stock, you should refer to its Amended and Restated Certificate of Incorporation and Bylaws, and applicable provisions of the Delaware General Corporation Law.

Immediately following the completion of this offering and the filing of the Amended and Restated Certificate of Incorporation, our authorized capital stock will consist of 50,000,000 shares of Common Stock, $0.001 par value per share, and 35,091,712 shares of Preferred Stock, $0.001 par value per share, of which 20,000,000 shares are designated as Series B Preferred Stock, 6,330,413 shares designated as Series A-1 Preferred Stock, 6,547,657 designated as Series A Preferred Stock, and 7,912,402 designated as Series Seed Preferred Stock. As of October 20, 2015, the outstanding shares of WayBetter, Inc. included: 10,110,000 shares of Common Stock, 7,287,315 shares of Series Seed Preferred Stock, 5,830,306 shares of Series A Preferred Stock, and 581,838 shares of Series A-1 Preferred Stock, each on a pre-stock-split basis.

Common Stock

Dividend Rights

Subject to preferences that may be applicable to any then outstanding preferred stock, holders of our common stock are entitled to receive dividends, if any, as may be declared from time to time by the board of directors out of legally available funds. We have never declared or paid cash dividends on any of our capital stock and currently do not anticipate paying any cash dividends after this offering or in the foreseeable future.

Voting Rights

Holders of our common stock are entitled to vote on all matters submitted to a vote of the stockholders, including the election of directors.

Right to Receive Liquidation Distributions

In the event of our liquidation, dissolution, or winding up, holders of common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then outstanding shares of preferred stock.

- 46 -

Rights and Preferences

The rights, preferences and privileges of the holders of the company’s common stock are subject to and may be adversely affected by, the rights of the holders of shares of any series of our Preferred Stock and any additional classes of preferred stock that we may designate in the future.

Series Seed Preferred Stock, Series A Preferred Stock and Series A-1 Preferred Stock

Dividend Rights

Holders of our Series Seed, Series A and Series A-1 Preferred Stock are entitled to receive dividends, if any, as may be declared from time to time by the board of directors out of legally available funds. We have never declared or paid cash dividends on any of our capital stock and currently do not anticipate paying any cash dividends after this offering or in the foreseeable future.

The dividend rate is an annual rate of $0.0199 per share for Series Seed Preferred Stock, $0.0354 per share for Series A Preferred Stock and $0.0549 per share for Series A-1 Preferred Stock, subject to adjustment from time to time. No dividend distributions may be made to our Series Seed Preferred Stock or Common Stock unless dividends on the Series A-1 Preferred Stock and Series A Preferred Stock have been declared and paid, or set aside for payment.

Voting Rights

The Series Seed Preferred Stock, Series A Preferred Stock, and Series A-1 Preferred Stock generally vote as a single class on an as-converted basis.

Right to Receive Liquidation Distributions

In the event of our liquidation, dissolution, or winding up, holders of our Series A-1 Preferred Stock and Series A Preferred Stock will be entitled to receive, prior and in preference to the holders of Series Seed Preferred Stock and the Common Stock, and all Preferred Stock will be entitled to receive, prior and in preference to holders of Common Stock, an amount per share equal to $0.2487 per share for the Series Seed Preferred Stock and $0.4382 per share for the Series A Preferred Stock and $0.6861 per share for the Series A-1 Preferred Stock, subject to adjustment from time to time.

Rights and Preferences

Holders of our Preferred Stock may convert into Common Stock at a conversion price of Conversion price of $0.2487 per share for Series Seed Preferred Stock, $0.4382 per share for Series A Preferred Stock and $0.6861 per share for Series A-1 Preferred Stock, subject to adjustments from time to time. The conversion price may be adjusted from time to time to account for stock splits, reorganizations, recapitalizations and the like, as well as for certain issuances of Additional Shares of Common (as defined in the Amended and Restated Certificate of Incorporation) for consideration that is below the respective conversion price per share for the respective series of Preferred Stock.

Holders of our Preferred Stock have rights of first refusal and right of co-sale. “Significant Holders,” or those who own at least 250,000 outstanding shares of the company, prior to the Series B Preferred offering, have the right of first refusal to purchase shares in new securities the company may propose to sell after the date of that agreement. The right of first refusal in the agreement will end if the company makes an initial public offering.

- 47 -

Holders of our Series A and Series A-1 Preferred Stock have preference over Series Seed Preferred Stock, and all Preferred Stock has preference over Common Stock.

Series B Preferred Stock

Dividend Rights

Holders of our Preferred Stock are entitled to receive dividends, if any, as may be declared from time to time by the board of directors out of legally available funds. Series B Preferred Stock will receive dividends, if any, in preference to the holders of Common Stock, Series A-1, Series A and Series Seed preferred stock.

The dividends are not cumulative and are available when, as, and if declared by the Board. There is no requirement or penalty for us to declare dividends. We have never declared or paid cash dividends on any of our capital stock and currently do not anticipate paying any cash dividends after this offering or in the foreseeable future.

Right to Receive Liquidation Distributions

In the event of our liquidation, dissolution, or winding up, holders of our Series B Preferred Stock will be entitled to receive, prior and in preference to the holders of Series Seed Preferred Stock, Series A Preferred Stock, Series A-1 Preferred Stock, and the Common Stock, an amount per share equal to $1.00 (subject to adjustment for stock splits, reorganizations, and the like). If the assets of the company are insufficient to pay all holders of Series B Preferred Stock, amounts distributed will be reduced pro rata in proportion to the amounts each holder of Series B Preferred Stock would otherwise be entitled. The Series B Preferred Stock, like the other series of preferred stock, does not participate in the distributions made to the Common Stock after distributions have been made on the Preferred Stock.

Conversion to Common Stock

Holders of the Series B Preferred stock will have the right to convert their shares to Common Stock at any time, and will be automatically converted to common stock upon the occurrence of an “Automatic Conversion Event” as described in the Amended and Restated Certificate of Incorporation. The conversion rate may change from time to time if we complete a stock split, reorganization, recapitalization, or the like, but the initial conversion rate will be one-to-one. The conversion rate of the Series B Preferred Stock will not be adjusted as a result of future issuances of our capital stock below the offering price of the Series B Preferred Stock.

Redemption

The Series B Preferred Stock, like the other series of preferred stock, is not redeemable.

Voting Rights

The Series B Preferred Stock is non-voting except as required under law. Generally, this means that the holders of Series B Preferred Stock may vote if any proposed amendment to the powers, preferences or special rights of the Series B Preferred Stock would affect the holders of the Series B Preferred Stock adversely, but will not adversely affect the other series of Preferred Stock. The holders of Series B Preferred Stock are subject to a drag-along provision as set forth in the Subscription Agreement, pursuant to which each holder of Series B Preferred Stock agrees that, in the event the Company’s Board and the holders of a majority of the Company’s voting stock vote in favor of a sale of the company, then such holder of Series B Preferred stock will vote in favor of the transaction if such vote is solicited, refrain from exercising dissenters’ rights with respect to such sale of the Company, and deliver any documentation or take other actions reasonably required, amongst other covenants..

- 48 -

Rights and Preferences

The Series B Preferred Stock can be converted to Common Stock anytime at the option of the holder at the then applicable conversion rate. All shares of Preferred Stock will be automatically converted into shares of common stock, at the then applicable conversion rate for each respective series, upon a firm commitment underwritten initial public offering pursuant to an effective registration statement filed under the Securities Act of 1933 with aggregate proceeds of at least $20,000,000, or upon the request of the holders of a majority of the outstanding Series A-1 Preferred Stock, Series A Preferred Stock and Series Seed Preferred Stock, voting together as a single class. Adjustments to the conversion price of the Series B Preferred Stock will not be made in the event that the Company issues Additional Shares of Common (as defined in the Amended and Restated Certificate of Incorporation) for a consideration per share less than the then applicable conversion price per share of the Series B Preferred Stock.

Holders of Series B Preferred Stock do not, by virtue thereof, have any rights of first offer with respect to future issuances of Company capital stock, rights to require the Company to redeem the Series B Preferred Stock, rights to demand registration of the Series B Preferred Stock, or rights to receive certain information described in the Company’s Investors’ Rights Agreement. Certain, but not all, of the foregoing rights are provided to certain holders of Series Seed Preferred Stock, Series A Preferred Stock or Series A-1 Preferred Stock.

The Series B Preferred Stock may be transferred to a prospective transferee in accordance with certain restrictions, including but not limited to, written agreement of the prospective transferee to be bound by the terms of the Subscription Agreement. These restrictions include restrictions on transferability and resale, including a lock-up period in the event of a public offering, as set forth in the Subscription Agreement. The lock up provides that the holders of Series B Preferred Stock, along with all other holders of preferred stock and large holders of Common Stock, will not transfer any such stock within the 180-day period following an initial public offering. The shares are not subject to additional restrictions on transferability in the company’s corporate documents, but are subject to transferability restrictions pursuant to the securities laws. The company may require an opinion of counsel, reasonably satisfactory to the company, that such offer, sale or transfer complies with the Securities Act of 1933 and any applicable state securities laws.

- 49 -

PLAN OF DISTRIBUTION AND SELLING SECURITYHOLDERS

Plan of Distribution

We are offering up to 20,000,000 shares of Series B Preferred Stock, as described in this offering circular. We have engaged North Capital Private Securities Corporation as our sole and exclusive placement agent to assist in the placement of our securities. This offering is being conducted on a “best-efforts” basis and North

Capital Private Securities Corporation is under no obligation to purchase any securities or arrange for the sale of any specific number or dollar amount of securities.

Commissions and Discounts

The following table shows the total discounts and commissions payable to the placement agent in connection with this offering:

Other Terms

Except as set forth above, we are not under any contractual obligation to engage North Capital Private Securities Corporation to provide any services to us after this offering, and have no present intent to do so. However, North Capital Private Securities Corporation may, among other things, introduce us to potential target businesses or assist us in raising additional capital, as needs may arise in the future. If North Capital Private Securities Corporation provides services to us after this offering, we may pay North Capital Private Securities Corporation fair and reasonable fees that would be determined at that time in an arm’s length negotiation.

For a period of three years from the date of commencement of sales of the offering, we shall provide at least 30 days’ prior written notice of any proposed future Regulation A offering of our securities and therein shall provide SI Securities, LLC, in place of North Capital Private Securities Corporation, the opportunity to act as a placement agent for such offering on substantially the same terms.

North Capital Private Securities Corporation intends to use an online platform provided by SeedInvest Technology, LLC, at the domain name www.seedinvest.com (the “Online Platform”) to provide technology tools to facilitate the sales of securities in this offering. In addition, North Capital Private Securities Corporation intends to engage SI Securities, LLC, an affiliate of SeedInvest Technology, LLC, and a registered broker-dealer, and member FINRA, SIPC, to serve as a selling agent in connection with the Offering to assist with the placement of securities.

- 50 -

Selling Securityholders, Affiliates of the Company

No securities are being sold for the account of securityholders; all net proceeds of this offering will go to the company.

All our officers, directors, promoters, affiliates or associates will purchase the securities on the same terms as unaffiliated public investors. Such persons may purchase our securities for purposes of meeting the minimum offering requirement.

Investors’ Tender of Funds and Return of Funds

After the Offering Statement has been qualified by the Securities and Exchange Commission, we will accept tenders of funds to purchase the Series B Preferred Stock. We may close on investments on a “rolling” basis (so not all investors will receive their shares on the same date), provided that the minimum offering amount has been met. However, we may accept the tender of funds before it is clear that the minimum amount sought will be raised. Investors may subscribe by tendering funds via wire or ACH only, checks will not be accepted, to the escrow account to be setup by The Bryn Mawr Trust Company of Delaware as escrow agent (the “Escrow Agent”). Tendered funds will remain in escrow until both the minimum offering amount has been reached and a closing has occurred. However, in the event we have not sold the minimum amount of shares by the date that is one year from the qualification of this offering with the Commission, or sooner terminated by the company, any money tendered by potential investors will be promptly returned by the Escrow Agent.

Upon reaching the minimum offering amount, we shall have fourteen calendar days to either accept or reject existing subscriptions. In addition, after the minimum offering amount has been reached, we shall similarly have fourteen calendar days to either accept or reject any new subscriptions on a rolling-basis. In the event we choose to reject a subscription as permitted above, we shall deliver written notice to North Capital Private Securities Corporation demonstrating our intent to do so within fourteen calendar days of receipt of such subscription.

In the event that it takes some time for us to raise funds in this offering, we will rely on income from sales and cash on hand of $4,885,092, as of June 30, 2015, in addition to pursuing private financing options, to continue our operations.

In order to invest you will be required to subscribe to the Offering via the Online Platform and agree to the terms of the Offering, Subscription Agreement, and any other relevant exhibit attached thereto.

- 51 -

FINANCIAL STATEMENTS

Audited Financial Statements as of and for years ending December 31, 2014 and December 31, 2013

Unaudited Financial Statements as of and for six months ending June 30, 2015

- F-1 -

Waybetter, Inc.

A Delaware Corporation

Financial Statements and Independent Auditor’s Report

December 31, 2014 and 2013

- F-2 -

WAYBETTER, INC.

- F-3 -

To the Board of Directors of

Waybetter, Inc.

New York, New York

INDEPENDENT AUDITOR’S REPORT

Report on the Financial Statements

We have audited the accompanying financial statements of Waybetter, Inc., which comprise the balance sheets as of December 31, 2014 and December 31, 2013, and the related statements of operations, changes in stockholders’ equity, 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 misstatements.

Artesian CPA, LLC
1624 Market Street, Suite 202 | Denver, CO 80202
p: 877.968.3330 f: 720.634.0905
info@ArtesianCPA.com| www.ArtesianCPA.com

- F-4 -

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.

Artesian CPA, LLC
1624 Market Street, Suite 202 | Denver, CO 80202
p: 877.968.3330 f: 720.634.0905
info@ArtesianCPA.com| www.ArtesianCPA.com

- F-5 -

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Waybetter, Inc., as of December 31, 2014 and December 31, 2013, 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.

Emphasis of Matter Regarding Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 2 to the financial statements, the Company has not generated profits since inception, and has sustained net losses of $609,448 and $978,184 for the years ended December 31, 2014 and 2013, respectively. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in

Note 2. 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 this matter.

/s/ Artesian CPA, LLC

Denver, Colorado October 22, 2015

Artesian CPA, LLC
1624 Market Street, Suite 202 | Denver, CO 80202
p: 877.968.3330 f: 720.634.0905
info@ArtesianCPA.com| www.ArtesianCPA.com

- F-6 -

See Independent Auditor’s Report and accompanying notes, which are an integral part of these financial statements.

- F-7 -

See Independent Auditor’s Report and accompanying notes, which are an integral part of these financial statements.

- F-8 -

See Independent Auditor’s Report and accompanying notes, which are an integral part of these financial statements.

- F-9 -

WAYBETTER, INC.

STATEMENTS OF CASH FLOWS

For the years ended December 31, 2014 and 2013

See accompanying Independent Auditor’s Report and accompanying notes, which are an integral part of these financial statements.

- F-10 -

NOTE 1: NATURE OF OPERATIONS

Waybetter, Inc. (the "Company"), is a corporation organized July 22, 2010 under the laws of Delaware. The Company was founded in 2010, as DietBet, Inc. in order to develop a social motivation platform that helps people lose weight. On August 13, 2014, the company filed an Amended and Restated Certificate of Incorporation changing its name from DietBet, Inc. to Waybetter, Inc., and expanded its mission to use a mix of competition, collaboration, and financial incentives to provide a social motivation platform that helps people adopt healthy behaviors, such as exercising more, quitting smoking, and managing stress.

NOTE 2: GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not generated profits since inception, and has sustained net losses of $(609,448) and $(978,184) for the years ended December 31, 2014 and December 31, 2013, respectively. The Company's ability to continue as a going concern for the next twelve months is dependent upon its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and/or to obtain additional capital financing. No assurance can be given that the Company will be successful in these efforts.

NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (GAAP) and Article 8 of Regulation S-X of the rules and regulations of the Securities and Exchange Commission (SEC).

The Company has elected to adopt early application of Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements; the Company does not present or disclose inception-to-date information and other remaining disclosure requirements of Topic 915.

The Company adopted the calendar year as its basis of reporting.

- F-11 -

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash equivalents and concentration of cash balance

The Company considers all highly liquid securities with an original maturity of less than three months to be cash equivalents. The Company's cash and cash equivalents in bank deposit accounts, at times, may exceed federally insured limits.

Fair Value of Financial Instruments

Financial Accounting Standards Board ("FASB") guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement).The three levels of the fair value hierarchy are as follows:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

The carrying amounts reported in the balance sheets for other receivables, accounts payable, accrued expenses and debt approximate their fair value based on the short-term maturity of these instruments. The warrant liability is recorded at fair value with changes in fair value reflected in the statement of operations.

Property, Equipment, and Software

Property, equipment, and software are recorded at cost. Depreciation/amortization is recorded for property, equipment, and software using the straight-line method over the estimated useful lives of assets. The useful life of the Company's capitalized assets as of December 31, 2014 is three years. The Company reviews the recoverability of all long-lived assets, including the related useful lives, whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset might not be recoverable.

- F-12 -

The Company accounts for software development costs in accordance with several accounting pronouncements, including FASB ASC 730, Research and Development, FASB ASC 350-40, Internal-Use Software, FASB 985-20, Costs of Computer Software to be Sold, Leased, or Marketed and FASB ASC 350-50, Website Development Costs.

Costs incurred during the period of planning and design, prior to the period determining technological feasibility, for all software developed for use internal and external, has been charged to operations in the period incurred as research and development costs. Additionally, costs incurred after determination of readiness for market have been expensed as research and development.

The Company capitalizes certain costs in the development of its proprietary software for the period after technological feasibility was determined and prior to marketing and initial sales. Website development costs have been capitalized, under the same criteria as marketed software.

Property, equipment, and software at December 31, 2014 and 2013 consist of the following:

Depreciation and amortization charges included in general and administrative expenses for the years ending December 31, 2014 and 2013 amounted to $37,119 and $33,036, respectively.

Revenue Recognition

The Company recognizes revenue when: (1) persuasive evidence exists of an arrangement with the customer reflecting the terms and conditions under which products or services will be provided; (2) delivery has occurred or services have been provided; (3) the fee is fixed or determinable; and (4) collection is reasonably assured. For all revenue transactions, the Company considers payment to be persuasive evidence of an arrangement. Refunds are included in net revenues and no estimate was necessary for future returns as revenues are not refundable after the revenue recognition criterion has been satisfied. Net revenue represents the commission the Company receives on the gross bets made on its platform after paying out winnings.

- F-13 -

Deferred Revenue consists of unrecognized revenue paid in advance of the delivery or completion of services. Deferred revenue is recognized as revenue when the services are provided and all other revenue recognition criteria have been met.

- F-14 -

Customer Deposits

Customer deposits include earnings from previous social motivation game winnings that are held in deposit and amounts from current social motivation games not estimated to be earned by the Company.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation. Under the fair value recognition provisions of ASC 718, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense ratably over the requisite service period, which is generally the option vesting period. The Company uses the Black-Scholes option pricing model to determine the fair value of stock options. Stock-based awards issued to date are comprised of employee stock options.

Advertising Costs

Advertising costs are recorded as an expense in the period in which we incur the costs or the first time the advertising takes place. Advertising costs expensed were $180,844 and $96,579 for the years ended December 31, 2014 and 2013, respectively.

Income Taxes

The Company uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. We assess our income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the financial statements.

Net Earnings or Loss per Share

Net earnings or loss per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding during the period, excluding shares subject to redemption or forfeiture. The Company presents basic and diluted net earnings or loss per share. Basic and diluted net earnings or loss per share reflect the actual weighted average of common shares issued and outstanding during the period. Potentially dilutive securities are excluded from the computation of the diluted net earnings or loss per share if their inclusion would be anti-dilutive, and consist of the following:

See accompanying Independent Auditor's Report

- F-15 -

As all potentially dilutive securities are anti-dilutive for the years ended December 31, 2014 and 2013, diluted net loss per share is the same as basic net loss per share for each year.

Offering Costs

The Company complies with the requirements of FASB ASC 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs will be capitalized as deferred offering costs on the balance sheet. The deferred offering costs will be charged to stockholders' equity upon the completion of an offering or to expense if the offering is not completed. No offering costs remained capitalized as of December 31, 2014 or 2013.

NOTE 4: STOCKHOLDERS' EQUITY

Common Stock

In July 2011, the Company amended its Certificate of Incorporation to increase its authorized common stock from 11,000,000 shares to 18,000,000. In August 2014, the Company amended its Certificate of Incorporation to increase its authorized common stock from 18,000,000 shares to 30,000,000 shares.

The Company is authorized to issue 30,000,000 and 18,000,000 shares of common stock at $0.001 par value, as of December 31, 2014 and 2013. Common stockholders are entitled to one vote for each share on all matters to be voted on by the stockholders, do not have cumulative voting rights, have no preemptive rights to purchase common stock, no conversion or redemption rights or sinking fund provisions with respect to the common stock, and are entitled to share ratably in dividends. In the event of liquidation, common stockholders are entitled to share pro rata all assets remaining after payment in full of all liabilities and preferences.

See accompanying Independent Auditor's Report

- F-16 -

The Company has reserved 3,430,471 shares of its common stock for pursuant to the Equity Incentive Plan. 2,421,373 and 2,018,656 stock options are outstanding as of December 31, 2014 and 2013, respectively.

Preferred Stock

In July 2011, the Company amended its Certificate of Incorporation to authorize 4,000,000 shares of $0.001 par preferred stock, of which 3,704,000 shares were designated as Series Seed Preferred Stock. In August 2014, the Company amended its Certificate of Incorporation to increase its authorized preferred stock from 4,000,000 shares to 15,894,209 shares, of which 7,287,315 shares were designed as Series Seed Preferred Stock and 8,606,894 shares were designated as Series A Preferred Stock. 13,117,621 and 3,703,773 shares of preferred stock were issued and outstanding as of December 31, 2014 and 2013, respectively. The preferred stock is subject to mandatory conversion provisions upon an initial public offering and are not redeemable.

Series Seed Preferred Stock - Convertible

As of December 31, 2014 and 2013, there were 7,287,315 and 3,703,773 shares of $0.001 par value Series Seed Preferred Stock were issued and outstanding, respectively. The Series Seed Preferred Stockholders are entitled to equal voting rights to common stockholders on an as-converted basis, contain certain dilution protections, have a dividend preference of $0.0216 per share (secondary to Series A Preferred Stock), and are convertible on a 1:1 basis to common stock. The Series Seed Preferred Stock have a liquidation preference of $0.27 per share, which is subordinate to the liquidation preference on Series A Preferred Stock.

Series A Preferred Stock – Convertible

As of December 31, 2014 and 2013, there were 5,830,306 and 0 shares of $0.001 par value Series A Preferred Stock were issued and outstanding, respectively. The Series A Preferred Stockholders are entitled to equal voting rights to common stockholders on an as-converted basis, contain certain dilution protections, have a dividend preference of $0.0384 per share, and are convertible on a 1:1 basis to common stock. The Series A Preferred Stock have a liquidation preference of $0.4758 per share.

Convertible Notes

As of December 31, 2013, the Company had issued $908,000 of convertible notes bearing interest at 10% per annum. The notes principal and accrued interest were convertible into Series Seed Preferred Stock at a conversion rate of $0.27 per share, subject to adjustment for stock splits and other dilution protections. Voluntary conversion was allowed and the notes contained an automatic conversion provision triggered by a qualified offering, as defined in the notes. The maturity date on the notes was July 31, 2013, when all principal and accrued interest came due. At the maturity date, the notes had not triggered automatic conversion, none of the notes had been voluntarily converted, and the principal and unpaid interest had not been paid off. Resultantly, the convertible notes entered default under the terms of the agreement. Subsequently, in August 2014, the Company entered into a waiver agreement with each convertible note holder whereby the convertible note terms were amended removing default status and changing the note terms to trigger automatic conversion effective as of July 31, 2013. Accordingly, the notes were converted on August 13, 2014 to 3,583,542 shares of Series Seed Preferred Stock at a price per share of $0.27 based on the $908,000 of principal outstanding and accrued interest through July 31, 2013. The convertible note holders were not credited for accrued interest from the July 31, 2013 maturity date through the actual conversion date under the terms of the waiver agreements. The balance due on the principal of the notes was $0 and $908,000, and accrued interest was $0 and $59,560, as of December 31, 2014 and 2013, both respectively.

See accompanying Independent Auditor's Report

- F-17 -

Warrants

In 2010, the Company issued 100,000 warrants to purchase shares of common stock in conjunction with a convertible note financing round. The stock purchase warrants issued expire five years after their date of issuance in September of 2015, or upon a qualified financing. The exercise price for the common stock warrants is $0.01 per share. The number of shares or exercise price will be adjusted in the event of any stock dividend, stock splits or recapitalization of the Company. The common stock warrants were valued by the Company at the grant date using Black-Scholes and were determined to have a trivial fair value.

In August 2013, the Company issued 200,000 warrants to purchase shares of common stock in conjunction with a financing arrangement. The financing arrangement provided that the Company could call upon the counterparty to the arrangement to provide $125,000 should liquidity needs arise for a period of the sooner of December 31, 2014 or at such time which the Company had $2,000,000 of cash available. The guaranty expired effective December 31, 2014. The stock purchase warrants granted in this arrangement expire seven years after their date of issuance or upon the any reclassification, capital reorganization or change in the capital stock of the Company (other than as a result of a subdivision, combination or stock dividend). The exercise price for the common stock warrants is $0.27 per share and the warrants contain a net-settlement option the holder can elect which provides for a non-cash conversion calculation based on the fair value of the common stock at the exercise date. The number of shares or exercise price will be adjusted in the event of any stock dividend, stock splits or recapitalization of the Company. The common stock warrants were valued using a Black-Scholes model with the following assumptions: 30% volatility, seven year term, 0% dividends, 1.0% risk-free rate, $0.27 per share exercise price, $0.27 per share fair value. The estimated value of the common stock warrants at the issuance of $17,980 was been recorded as additional paid-in capital, capitalized to deferred financing costs on the balance sheet, and amortized to interest expense over the term of the guaranty, which was 16 months. A director of the Company has a financial interest in the counterparty to this arrangement.

Additional terms apply to the Stockholder's Equity as described in the Company's formation documents and resolutions. These financial statements are not intended to fully describe all pertinent terms regarding the stockholders' equity or the classes of stockholder's equity, and should not be relied upon as current or complete disclosure of the terms of the classes of stockholder's equity.

See accompanying Independent Auditor's Report

- F-18 -

NOTE 5: INCOME TAXES

For the years ended December 31, 2014 and 2013, the Company did not record an income tax benefit because it has incurred taxable losses and has no history of generating taxable income and therefore the Company cannot presently anticipate the realization of a tax benefit on its Net Operating Loss carryforward . Therefore, the Company recorded a full valuation allowance against its deferred tax assets of $1,006,880 and $810,153 as of December 31, 2014 and 2013, respectively. Deferred tax assets and liabilities are as follows:

See accompanying Independent Auditor's Report

-F-19 -

As of December 31, 2014 and 2013, the Company has a Net Operating Loss carry forwards of $2,895,515 and $2,350,640, respectively, which will begin to expire in 2030.

The Company has evaluated its income tax positions and has determined that it does not have any uncertain tax positions. The Company will recognize interest and penalties related to any uncertain tax positions through its income tax expense.

The Company may in the future become subject to federal, state and local income taxation though it has not been since its inception. The Company is not presently subject to any income tax audit in any taxing jurisdiction.

See accompanying Independent Auditor's Report

- F-20 -

NOTE 6: SHARE-BASED PAYMENTS

Equity Incentive Plan

The 2010 Equity Incentive Plan (the "Plan") of the Company was approved by the written consent of the holder of a majority of the Company's outstanding common stock. The Plan provides the Company the ability to grant to any employee, director or consultants who provides services to the Company or any related entity, options, stock appreciation rights, restricted stock awards, restricted stock units, provided that only employees are entitled to receive incentive stock options in accordance with IRS guidelines. The Company reserved 3,430,471 and 2,673,753 shares of common stock for delivery under the Plan as of December 31, 2014 and 2013, respectively. Options available for issuance as of December 31, 2014 and 2013 were 1,009,098 and 655,097, respectively. Stock options expire ten years from the grant date and generally vest within two to four years, with occasional issuances with immediate or six month vesting schedules. Awards that are forfeited generally become available for grant under the plan. Pursuant to the Equity Incentive Plan and the employment agreements, between January 1, 2011 and December 31, 2014, the Compensation Committee of the Company's Board of Directors authorized the grants of stock options described below.

See accompanying Independent Auditor's Report

- F-21 -

Stock Options

The following table summarizes the Company's stock option activity:

The Company measures employee stock-based awards at grant-date fair value and recognizes employee compensation expense on a straight-line basis over the vesting period of the award.

Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions, including the fair value of the Company's common stock, and for stock options, the expected life of the option, and expected stock price volatility. The Company used the Black-Scholes option pricing model to value its stock option awards. The assumptions used in calculating the fair value of stock-based awards represent management's best estimates and involve inherent uncertainties and the application of management's judgment. As a result, if factors change and management uses different assumptions, stock-based compensation expense could be materially different for future awards.

The expected life of stock options was estimated using the "simplified method," as the Company has no historical information to develop reasonable expectations about future exercise patterns and employment duration for its stock options grants. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. For stock price volatility, the Company uses comparable public companies as a basis for its expected volatility to calculate the fair value of options grants. The risk-free interest rate is based on U.S. Treasury notes with a term approximating the expected life of the option.

See accompanying Independent Auditor's Report

- F-22 -

The estimation of the number of stock awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from the Company's current estimates, such amounts are recognized as an adjustment in the period in which estimates are revised.

Stock-based compensation expense related to stock options included in compensation & benefits expenses for the years ending December 31, 2014 and 2013 was $23,979 and $18,308, respectively.

Grants to non-employees are expensed at the earlier of (i) the date at which a commitment for performance by the counterparty to earn the equity instrument is reached and (ii) the date at which the counterparty's performance is complete. Performance is typically completed monthly. Non-employee awards were 92,717 and 17,662, respectively, for the years ended December 31, 2014 and 2013.

Total compensation cost related to nonvested awards not yet recognized as of December 31, 2014 was $126,487 and will be recognized over a weighted-average period of approximately 23 months. The amount of future stock option compensation expense could be affected by any future option grants or by any option holders leaving the Company before their grants are fully vested.

NOTE 7: RELATED PARTY TRANSACTIONS

Note Receivable to Related Party

In September 2014, the Company issued a $150,000 note to the founding shareholder and majority stockholder. The note bears interest of 1.89% per annum and matures in September 2021. No payments are required on the note until maturity when all principal and unpaid interest come due, though the note can be prepaid at any time without penalty. The note is collateralized by 1,351,108 shares of Common Stock held by the founding shareholder and majority stockholder.

Accrued Back Pay

From November 2012 through July 2014 three Officers of the Company elected to forego 25% of their salary until a future date. As of December 31, 2014 and 2013 $0 and $151,666 were due to these related parties related to this accrued back pay. In September 2014, the balances accrued in these arrangements totaling $227,500 was paid in full.

See accompanying Independent Auditor's Report

- F-23 -

Stock Options Granted to Related Party

A motivational game host is a holder of 525,430 shares of Series A Preferred Stock. Additionally, payments issued to the same motivational game host were $40,000 and $10,000, respectively, for the years ended December 31, 2014 and 2013.

NOTE 8: CONTINGENCIES

The Company may be subject to pending legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Company does not anticipate that the final outcome, if any, arising out of any such matter will have a material adverse effect on its business, financial condition or results of operations.

NOTE 9: RECENT ACCOUNTING PRONOUNCEMENTS

In June 2014, the FASB issued Accounting Standards Update (ASU) 2014-10 which eliminated the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and stockholders' equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. This ASU is effective for annual reporting periods beginning after December 15, 2014, and interim periods beginning after December 15, 2015. Early application is permitted for any annual reporting period or interim period for which the entity's financial statements have not yet been issued. Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has early adopted the new standard effective immediately.

In August 2014, the FASB issued ASU 2014-15 on "Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern". Currently, there is no guidance in U.S. GAAP about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern or to provide related footnote disclosures. The amendments in this update provide such guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity's ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management's plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management's plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this update are effective for public and nonpublic entities

In April 2015, the FASB issued Accounting Standards Update No. 2015-05, Intangibles - Goodwill and Other -Internal-Use Software (Subtopic 350-40) ("ASU 2015-05"). ASU 2015-05 provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. ASU 2015-05 is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted. The Company believes the adoption of ASU 2015-02 will not have a material effect on its financial statements.

See accompanying Independent Auditor's Report

- F-24 -

Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.

NOTE 10: SUBSEQUENT EVENTS

Note Receivable to Related Party

In September 2015, the Company issued a $100,000 note to the founding and majority stockholder. The note bears interest of 1.89% per annum and matures in September 2022. No payments are required on the note until maturity when all principal and unpaid interest come due, though the note can be prepaid at any time without penalty. The note is collateralized by 900,739 shares of Common Stock held by the founding and majority stockholder.

Authorized Shares

On September 29, 2015 the Company filed an Amended and Restated Certificate of Incorporation to authorize the following shares: 30,000,000 shares of Common Stock at $0.001 par value per share; 16,002,546 shares of Preferred Stock at $0.001 par value per share, which are designated as 7,287,315 shares of Series Seed Preferred Stock, 6,030,306 shares of Series A Preferred Stock, 2,684,925 shares of Series A-1 Preferred Stock.

Restricted Stock Shares

February 2015, the Company granted 10,000 shares of fully vested Common Stock to an advisor of the Company for consulting services performed for the company under a consulting services agreement dated January 1, 2015.

Series A-1 Preferred Stock

The Company is authorized to issue 2,684,925 shares of Series A-1 Preferred Stock at $0.001 par value. In October 2015 the Company issued 581,838 shares of the Series A-1 Preferred Stock at $0.7449 per share, providing gross proceeds of $433,411. Given the absence of quoted prices in active markets and the lack of previous sales of the Company's preferred stock, the Company determined the fair value of the initial shares issued to be the consideration paid by the stockholder of $0.7449 per share. In making this determination, the Company considered that there had been no transactions or activity prior to or immediately subsequent to the stock sale.

See accompanying Independent Auditor's Report

- F-25 -

Warrants

In September 2015, the 2010 warrants described in Note 4 were all exercised, resulting in the issuance of 100,000 shares of common stock for total proceeds of $1,000.

See accompanying Independent Auditor's Report

- F-26 -

Stock Options

Through October 2015, the Company has issued 815,500 stock options under the Equity Incentive Plan described in Note 6.

Management has evaluated subsequent events through October 22, 2015, the date the financial statements were available to be issued. Based on this evaluation, no additional material events were identified which require adjustment or disclosure in these consolidated financial statements.

- F-27 -

Waybetter, Inc.

A Delaware Corporation

Unaudited Financial Statements

June 30, 2015

- F-28 -

Balance Sheet (unaudited)
As of June 30, 2015

- F-29 -

Statement of Operations (unaudited)
For the six months ended June 30, 2015

- F-30 -

Statement of Changes in Stockholders' Equity (unaudited)
For the six months ended June 30, 2015

- F-31 -

Statement of Cash Flows (unaudited)
For the six months ended June 30, 2015

- F-32 -

Notes to Financial Statements (unaudited)
As of and for the six months ended June 30, 2015

NOTE 1: NATURE OF OPERATIONS

Waybetter, Inc. (the "Company"), is a corporation organized July 22, 2010 under the laws of Delaware. The Company was founded in 2010, as DietBet, Inc. in order to develop a social motivation platform that helps people lose weight. On August 13, 2014, the company filed an Amended and Restated Certificate of Incorporation changing its name from DietBet, Inc. to WayBetter, Inc., and expanded its mission to use a mix of competition, collaboration, and financial incentives to provide a social motivation platform that helps people adopt healthy behaviors, such as exercising more, quitting smoking, and managing stress.

NOTE 2: GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not generated profits since inception, and has sustained net losses of $(522,579) for the six month ended June 30, 2015. The Company's ability to continue as a going concern for the next twelve months is dependent upon its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and/or to obtain additional capital financing. No assurance can be given that the Company will be successful in these efforts.

NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (GAAP) and Article 8 of Regulation S-X of the rules and regulations of the Securities and Exchange Commission (SEC).

The Company has elected to adopt early application of Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements; the Company does not present or disclose inception-to-date information and other remaining disclosure requirements of Topic 915.

The Company adopted the calendar year as its basis of reporting.

Interim Financial Information

The accompanying unaudited consolidated financial statements and footnotes have been prepared in accordance with U.S. GAAP as contained in the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") for interim financial information. The results of operations for the six month ended June 30, 2015 are not necessarily indicative of the results for the full year or the results for any future periods. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related footnotes for the year ended December 31, 2014 appearing elsewhere in this prospectus.

- F-33 -

Notes to Financial Statements (unaudited)
As of and for the six months ended June 30, 2015

In the opinion of management, all adjustments necessary in order to make the unaudited June 30, not misleading have been included.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash equivalents and concentration of cash balance

The Company considers all highly liquid securities with an original maturity of less than three months to be cash equivalents. The Company's cash and cash equivalents in bank deposit accounts, at times, may exceed federally insured limits.

Fair Value of Financial Instruments

Financial Accounting Standards Board ("FASB") guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement).The three levels of the fair value hierarchy are as follows:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

- F-34 -

Notes to Financial Statements (unaudited)
As of and for the six months ended June 30, 2015

The carrying amounts reported in the balance sheets for other receivables, accounts payable, accrued expenses and debt approximate their fair value based on the short-term maturity of these instruments. The warrant liability is recorded at fair value with changes in fair value reflected in the statement of operations.

Property, Equipment, and Software

Property, equipment, and software are recorded at cost. Depreciation/amortization is recorded for property, equipment, and software using the straight-line method over the estimated useful lives of assets. The useful life of the Company's capitalized assets as of June 30, 2015 is three years. The Company reviews the recoverability of all long-lived assets, including the related useful lives, whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset might not be recoverable.

The Company accounts for software development costs in accordance with several accounting pronouncements, including FASB ASC 730, Research and Development, FASB ASC 350-40, Internal-Use Software, FASB 985-20, Costs of Computer Software to be Sold, Leased, or Marketed and FASB ASC 350-50, Website Development Costs.

Costs incurred during the period of planning and design, prior to the period determining technological feasibility, for all software developed for use internal and external, has been charged to operations in the period incurred as research and development costs. Additionally, costs incurred after determination of readiness for market have been expensed as research and development.

The Company capitalizes certain costs in the development of its proprietary software for the period after technological feasibility was determined and prior to marketing and initial sales. Website development costs have been capitalized, under the same criteria as marketed software.

Property, equipment, and software at June 30, 2015 consist of the following:

- F-35 -

Notes to Financial Statements (unaudited)
As of and for the six months ended June 30, 2015

Depreciation and amortization charges included in general and administrative expenses for the six month ending June 30, 2015 amounted to $6,469.

Revenue Recognition

The Company recognizes revenue when: (1) persuasive evidence exists of an arrangement with the customer reflecting the terms and conditions under which products or services will be provided; (2) delivery has occurred or services have been provided; (3) the fee is fixed or determinable; and (4) collection is reasonably assured. For all revenue transactions, the Company considers payment to be persuasive evidence of an arrangement. Refunds are included in net revenues and no estimate was necessary for future returns as revenues are not refundable after the revenue recognition criterion has been satisfied. Net revenue represents the commission the Company receives on the gross bets made on its platform after paying out winnings.

Deferred Revenue consists of unrecognized revenue paid in advance of the delivery or completion of services. Deferred revenue is recognized as revenue when the services are provided and all other revenue recognition criteria have been met.

Customer Deposits

Customer deposits include earnings from previous social motivation game winnings that are held in deposit and amounts from current social motivation games not estimated to be earned by the Company.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation. Under the fair value recognition provisions of ASC 718, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense ratably over the requisite service period, which is generally the option vesting period. The Company uses the Black-Scholes option pricing model to determine the fair value of stock options. Stock-based awards issued to date are comprised of employee stock options.

Advertising Costs

Advertising costs are recorded as an expense in the period in which we incur the costs or the first time the advertising takes place. Advertising costs expensed were $116,289for the six month ending June 30, 2015.

Income Taxes

The Company uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. We assess our income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the financial statements.

- F-36 -

Notes to Financial Statements (unaudited)
As of and for the six months ended June 30, 2015

Net Earnings or Loss per Share

Net earnings or loss per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding during the period, excluding shares subject to redemption or forfeiture. The Company presents basic and diluted net earnings or loss per share. Basic and diluted net earnings or loss per share reflect the actual weighted average of common shares issued and outstanding during the period. Potentially dilutive securities are excluded from the computation of the diluted net earnings or loss per share if their inclusion would be anti-dilutive, and consist of the following as of June 30, 2015

As all potentially dilutive securities are anti-dilutive for the six months ended June 30, 2015, diluted net loss per share is the same as basic net loss per share.

Offering Costs

The Company complies with the requirements of FASB ASC 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs will be capitalized as deferred offering costs on the balance sheet. The deferred offering costs will be charged to stockholders' equity upon the completion of an offering or to expense if the offering is not completed. No offering costs remained capitalized as of June 30, 2015.

- F-37 -

Notes to Financial Statements (unaudited)
As of and for the six months ended June 30, 2015

NOTE 4: STOCKHOLDERS' EQUITY

Common Stock

In July 2011, the Company amended its Certificate of Incorporation to increase its authorized common stock from 11,000,000 shares to 18,000,000. In August 2014, the Company amended its Certificate of Incorporation to increase its authorized common stock from 18,000,000 shares to 30,000,000 shares.

The Company is authorized to issue 30,000,000 and 18,000,000 shares of common stock at $.001 par value, as of December 31, 2014 and 2013. As of June 30, 2015, there were 10,010,000 shares issued and outstanding. Common stockholders are entitled to one vote for each share on all matters to be voted on by the stockholders, do not have cumulative voting rights, have no preemptive rights to purchase common stock, no conversion or redemption rights or sinking fund provisions with respect to the common stock, and are entitled to share ratably in dividends. In the event of liquidation, common stockholders are entitled to share pro rata all assets remaining after payment in full of all liabilities and preferences.

The Company has reserved 3,420,471 shares of its common stock for pursuant to the Equity Incentive Plan. 3,236,873 stock options are outstanding as of June 30, 2015.

Restricted Stock Shares

In February 2015, the Company granted 10,000 shares of fully vested Common Stock to an advisor of the Company for consulting services performed for the company under a consulting services agreement dated January 1, 2015.

Preferred Stock

In July 2011, the Company amended its Certificate of Incorporation to authorize 4,000,000 shares of $0.001 par preferred stock, of which 3,704,000 shares were designated as Series Seed Preferred Stock. In August 2014, the Company amended its Certificate of Incorporation to increase its authorized preferred stock from 4,000,000 shares to 15,894,209 shares, of which 7,287,315 shares were designed as Series Seed Preferred Stock and 8,606,894 shares were designated as Series A Preferred Stock. 13,117,621 shares of preferred stock were issued and outstanding as of June 30, 2015. The preferred stock is subject to mandatory conversion provisions upon and initial public offering and are not redeemable.

Series Seed Preferred Stock - Convertible

As of June 30, 2015, there were 7,287,315shares of $0.001 par value Series Seed Preferred Stock were issued and outstanding. The Series Seed Preferred Stockholders are entitled to equal voting rights to common stockholders on an as-converted basis, contain certain dilution protections, have a dividend preference of $0.0216 per share (secondary to Series A Preferred Stock), and are convertible on a 1:1 basis to common stock. The Series Seed Preferred Stock have a liquidation preference of $0.27 per share, which is subordinate to the liquidation preference on Series A Preferred Stock.

- F-38 -

Notes to Financial Statements (unaudited)
As of and for the six months ended June 30, 2015

Series A Preferred Stock – Convertible

As of June 30, 2015, there were 5,830,306 of $0.001 par value Series A Preferred Stock were issued and outstanding. The Series A Preferred Stockholders are entitled to equal voting rights to common stockholders on an as-converted basis, contain certain dilution protections, have a dividend preference of $0.0384 per share, and are convertible on a 1:1 basis to common stock. The Series A Preferred Stock have a liquidation preference of $0.4758 per share.

NOTE 5: SHARE-BASED PAYMENTS

Equity Incentive Plan

The 2010 Equity Incentive Plan (the "Plan") of the Company was approved by the written consent of the holder of a majority of the Company's outstanding common stock. The Plan provides the Company the ability to grant to any employee, director or consultants who provides services to the Company or any related entity, options, stock appreciation rights, restricted stock awards, restricted stock units, provided that only employees are entitled to receive incentive stock options in accordance with IRS guidelines. The Company reserved 3,430,471 shares of common stock for delivery under the Plan. Pursuant to the Equity Incentive Plan and the employment agreements, between January 1, 2011 and June 30, 2015, the Compensation Committee of the Company's Board of Directors authorized the grants of stock options described below.

Stock Options

The following table summarizes the Company's stock option activity:

- F-39 -

Notes to Financial Statements (unaudited)
As of and for the six months ended June 30, 2015

The weighted average duration to expiration of outstanding options as of June 30, 2015 was 7.7 years for the $0.27 options and 10 years for the $0.4758 options.

June 30, 2015

The Company measures employee stock-based awards at grant-date fair value and recognizes employee compensation expense on a straight-line basis over the vesting period of the award.

Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions, including the fair value of the Company's common stock, and for stock options, the expected life of the option, and expected stock price volatility. The Company used the Black-Scholes option pricing model to value its stock option awards. The assumptions used in calculating the fair value of stock-based awards represent management's best estimates and involve inherent uncertainties and the application of management's judgment. As a result, if factors change and management uses different assumptions, stock-based compensation expense could be materially different for future awards.

The expected life of stock options was estimated using the "simplified method," as the Company has no historical information to develop reasonable expectations about future exercise patterns and employment duration for its stock options grants. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. For stock price volatility, the Company uses comparable public companies as a basis for its expected volatility to calculate the fair value of options grants. The risk-free interest rate is based on U.S. Treasury notes with a term approximating the expected life of the option.

The estimation of the number of stock awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from the Company's current estimates, such amounts are recognized as an adjustment in the period in which estimates are revised.

Stock-based compensation expense related to stock options included in compensation & benefits expenses for the six months ending June 30, 2015 was to $15,487.

- F-40 -

Notes to Financial Statements (unaudited) As of and for the six months ended June 30, 2015

Grants to non-employees are expensed at the earlier of (i) the date at which a commitment for performance by the counterparty to earn the equity instrument is reached and (ii) the date at which the counterparty's performance is complete. Performance is typically completed monthly. No non-employee awards were issued for the six months ended June 30, 2015.

Total compensation cost related to nonvested awards not yet recognized as of June 30, 2015 was $111,519 and will be recognized over a weighted-average period of approximately 20 months.

NOTE 6: SUBSEQUENT EVENTS

Note Receivable to Related Party

In September 2015, the Company issued a $100,000 note to the founding and majority stockholder. The note bears interest of 1.89% per annum and matures on September 2022. No payments are required on the note until maturity when all principal and unpaid interest come due, though the note can be prepaid at any time without penalty. The note is collateralized by 900,739 shares of Common Stock held by the founding and majority stockholder.

Authorized Shares

On September 29, 2015 the Company filed an Amended and Restated Certificate of Incorporation to authorize the following shares: Common Stock: 30,000,000 shares at $0.001 par value per share, Preferred Stock: 16,002,546 shares at $0.001 par value per share, designated as follows: Series Seed Preferred Stock: 7,287,315 shares, Series A Preferred Stock: 6,030,306 shares, Series A-1 Preferred Stock: 2,684,925 shares

Series A-1 Preferred Stock

The Company is authorized to issue 2,684,925 shares of Series A-1 Preferred Stock at $.001 par value. In October 2015 the Company issued 581,838 shares of the Series A-1 Preferred Stock at $0.7449 per share, providing gross proceeds of $433,411. Given the absence of quoted prices in active markets and the lack of previous sales of the Company's preferred stock, the Company determined the fair value of the initial shares issued to be the consideration paid by the stockholder of $0.7449 per share. In making this determination, the Company considered that there had been no transactions or activity prior to or immediately subsequent to the stock sale.

- F-41 -

PART III

INDEX TO EXHIBITS

*To be filed by Amendment

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 New York, State of New York, on January 14, 2016.

WayBetter, Inc.

/s/ James Rosen

By James Rosen, Chief Executive Officer of
WayBetter, Inc.

This Offering Statement has been signed by the following persons in the capacities and on the dates indicated.

/s/ James Rosen
James Rosen, Chief Executive Officer and Chairman of the Board
Date: January 14, 2016

/s/ Matthew Daniel
Matthew Daniel, Chief Financial Officer
Date: January 14, 2016

/s/ Amy Prager-Taylor
Amy Prager-Taylor, Chief Accounting Officer
Date: January 14, 2016

/s/ Randy Nicolau
Randy Nicolau, Director
Date: January 14, 2016

/s/ Patrick George
Patrick George, Director
Date: January 14, 2016

NORTH CAPITAL PRIVATE SECURITIES CORPORATION

ISSUER AGREEMENT

THIS AGREEMENT is entered into as of ___________________________ (the “Effective Date”) by and among WayBetter, Inc., having a principal address at 205 East 42^ndStreet, 17^thFloor, New York, NY 10017 (the “Company”), North Capital Private Securities Corporation (“NCPS”) and SeedInvest Technology, LLC (“SeedInvest”) regarding the Company’s Offering of Securities pursuant to Regulation A on the terms and subject to the conditions contained herein. Capitalized terms used herein and not otherwise defined shall have the meaning set forth on Appendix I.

The Company hereby retains NCPS as its exclusive placement agent in connection with the Offering. NCPS agrees to use its reasonable best efforts, consistent with customary practice, to effect the Offering, subject to the terms herein. It is expressly understood that this engagement does not constitute any commitment, express or implied, on the part of NCPS to provide, and does not ensure the successful placement of, any portion of the Offering.

In connection with this engagement, NCPS shall identify Prospects for the Offering and the Company shall make at least $10,000,000 of the Securities in the Offering available to Prospects subject to the Company’s discretion to reject any Prospects or Proposed Subscriptions. All information about Prospects, including Prospect lists, is confidential information and is the property of NCPS, provided however upon any such Prospect becoming an investor in the Company all information provided to the Company by such Prospect shall also be Company property upon the closing of the purchase and sale of the Company’s securities to such Prospect in the Offering (“Closing”); provided further, that any information provided by a Prospect to the Company prior to the Offering as a result of Prospect’s use of the Company’s services shall also be Company Property.

Upon execution of this Agreement, NCPS shall deliver any additional requests for information and may engage third parties to facilitate its due diligence process and the Company shall upload summary deal terms to the Online Platform that truthfully, accurately, and completely describe the terms of the Company’s prospective offering (the “Online Profile”). The Company also shall provide to NCPS an investor presentation, forms of definitive subscription and governance documents, any documents and disclosures required by applicable law or regulation, and any other documents and information that would generally be provided to qualified prospective investors for the purpose of evaluating the Offering and consummating an investment in the Company. Upon completion of due diligence by NCPS, acceptance of the Offering for placement, and commencement of the Offering Period, these materials and any other materials provided by the Company will comprise the “Offering Materials” for the securities offering.

Upon approval of the Online Profile by NCPS, the Online Profile may be viewable on the Online Platform and NCPS or SeedInvest may send newsletters or other general electronic communications to registered users on the Online Platform who may make non-binding indications of interest during this time (“Testing the Waters”). For the avoidance of doubt, no Offering shall be commenced and no investments or subscription offers will be accepted unless and until due diligence has been satisfactorily completed and all government qualifications and approvals have been obtained.

If the proposed Offering fails to obtain due diligence approval by NCPS’s Investment Committee, or if any due diligence problems arise thereafter and are not cured (each in NCPS’s sole discretion), then this agreement shall terminate, including, without limitation, obligations of the Company pursuant to Section 5(xii), and the Offering shall be removed from the Online Platform and no securities will be sold by NCPS and no investments will be processed or facilitated by NCPS or the Online Platform, and any previous indications of interests or Proposed Subscriptions shall be cancelled and any funds related to such Proposed Subscriptions shall be returned to the applicable investor.

Upon satisfactory completion of NCPS’s due diligence review, determined in NCPS’s sole discretion, NCPS shall deliver notice thereof (an “Offering Notice”) to the Company and the Company shall prepare and file with the U.S. Securities and Exchange Commission a Form A-1 and take all other actions necessary to obtain appropriate qualifications and approvals for the Offering. Upon obtaining such qualifications and approvals, NCPS and the Company may begin conducting the Offering pursuant to Section 3 below.

(i)     Upon completion of due diligence and acceptance by NCPS and receipt all appropriate government qualifications and approvals, NCPS will, on a reasonable "best efforts" basis through its registered personnel and through other registered broker-dealers with whom NCPS has a selling agreement, arrange for the Offering through the end of the Term of this Agreement (the "Offering Period").

(ii)     Company understands that NCPS intends to use an online platform provided by SeedInvest at the domain name www.seedinvest.com (the “Online Platform”) to provide technology tools to facilitate the Offering.

(iii)     In addition to leveraging its existing relationships, to the extent permitted by applicable law and regulation, NCPS may publicly market the Offering using general solicitation through methods including but not limited to email marketing, online advertisements, and press releases.

(iv)     Prior to the commencement of the Offering, the parties hereto shall execute the Escrow Agreement.

(v)     Upon receipt of any Proposed Subscription, Company, at its sole discretion, may choose to accept or reject any or all of such Proposed Subscription for the applicable securities in the Offering.

(vi)     IT IS EXPRESSELY ACKNOWLEDGED AND AGREED THAT THE OFFERING IS NOT A “MINI-MAXI OFFERING” AND IS NOT AN “ALL-OR-NOTHING” OFFERING AS SUCH TERMS ARE USED UNDER RULE 10b-9 AND RULE 15c-2-4 AND NO PARTY HERETO SHALL MAKE SUCH REPRESENTATION TO ANY PERSON.

Within five (5) days of each applicable closing, Company shall pay to NCPS in cash, an amount equal to 7.5% of the principal amount invested by Prospects in the Offering from the proceeds of the Offering at each applicable closing (the “Compensation”).

The Company represents and warrants to NCPS that:

(i)     The Company is registered, in good standing in each jurisdiction in which it conducts business, and has obtained all approvals and licenses required to conduct its business, including payment of all federal, state, and local taxes.

(ii)     The Company is not presently conducting or contemplating any other offering of securities pursuant to Regulation A under Section 3(b) of the Act other than the Offering and will alert NCPS as soon as commercially reasonable to the extent the Company plans to conduct a separate offering simultaneously under Regulation D.

2

(iii)     Neither the Company nor any of its officers, directors, employees or agents is or has been, in any domestic or foreign jurisdiction, (a) indicted for or convicted of any felony or any securities or investment related offense of any kind, (b) enjoined, barred, suspended, censured, sanctioned or otherwise restricted with respect to any securities or investment-related business or undertaking or (c) the subject or target of any securities or investment-related investigation by any regulatory authority. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Offering, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.

(iv)     The Offering Documents and any marketing materials provided by the Company or posted to SeedInvest will not contain (a) any misstatement of a material fact or omission of any material fact necessary to make the statements therein not misleading or any (b) exaggerated, unwarranted, promissory or unsubstantiated claims (as set forth in applicable FINRA regulations and guidance).

(v)     In its statements and meetings with prospective investors, the Company will not make any misstatement of a material fact and will not omit any material fact necessary to make the statements therein not misleading.

(vi)     The Company shall promptly notify NCPS if it discovers any material misstatement or inconsistency, or the omission of a material fact, in the Offering Materials or any promotional material developed by NCPS or the Company.

(vii)     The Company will promptly supplement or amend the Offering Documents and correct its statements whenever it is necessary to do so in order to comply with applicable laws, rules and regulations, and to ensure truthfulness, accuracy, and fairness in the presentation of the Offering.

(viii)     The Company will protect and maintain all confidential information provided by NCPS or SeedInvest to the Company.

(ix)     The Company represents that it has not taken, and it will not take any action, directly or indirectly, so as to cause the Offering to fail to be entitled to rely upon the exemption from registration afforded by Section 3(b) or Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In effecting the Offering, the Company agrees to comply in all material respects with applicable provisions of the Act and any regulations thereunder and any applicable laws, rules, regulations and requirements (including, without limitation, all U.S. state law and all national, provincial, city or other legal requirements of any applicable foreign jurisdiction). The Company agrees that any representations and warranties made by it to any investor in the Offering shall be deemed also to be made to NCPS and SeedInvest for their benefit.

(x)     The Company shall, at its own expense, shall prepare and file a Form A-1 with the U.S. Securities and Exchange Commission and any applicable states and take all other actions necessary to qualify for the exemption provided by Regulation A under Section 3(b) of the Act, in connection with the Company Offering and to make any and all related state “blue-sky” filings and take all other actions necessary to perfect such federal and state exemptions, and to provide copies of such filings to NCPS.

(xi)     The Company shall (a) during the Offering, cooperate with all reasonable due diligence efforts by NCPS and satisfy all reasonable due diligence requests made by NCPS (including by its vendors) in a reasonably timely manner, (b) connect NCPS with prospective investors in the Offering as reasonably requested, (c) cooperate with all applicable accredited investor v or income or net worth verification requests and processes of NCPS in a timely manner, (d) provide complete, final and executed transaction documents to SeedInvest and NCPS for the Offering within 30 days of each closing of the Offering, (e) shall keep NCPS reasonably informed about the status and likelihood of closing investments from prospective investors in the Offering, (f) not direct Prospects to invest outside of the Online Platform for the purpose of avoiding payment of fees or otherwise, (g) if requested by NCPS, provide a legal opinion from the Company’s legal counsel to the extent that the Offering (except with respect to any actions of NCPS) has been conducted in accordance with all applicable law and regulation, (h) not “scrape” the names of investors listed on the Online Platform or attempt to contact such investors outside of the Platform, or (i) not attempt to circumvent any limitations or procedures of the Online Platform.

3

(xii)     For a period of three years following the Termination Date of this Agreement (unless this Agreement is terminated pursuant to Sections 2, 12(iii)(c) or 12(iii)(d) hereof, the Company shall provide SeedInvest at least 30 days prior written notice of any proposed future Regulation A offering of its securities and therein shall provide SI Securities, LLC (an affiliate of SeedInvest), the opportunity to act as a placement agent for such offering on substantially the same terms as set forth herein (with SI Securities, LLC in the place of NCPS).

(xiii)     Company will report quarterly to investors through SeedInvest with the details of the information rights to be determined jointly by the Company and SeedInvest in good faith.

NCPS represents and warrants to the Company that:

(i)     NCPS is a broker-dealer registered with the Securities and Exchange Commission and a member of FINRA, prior to the commencement of any Offering, shall have obtained all other applicable federal and state licenses and registrations necessary to perform the services described herein and to receive compensation hereunder, and, in performing such services, will comply with all applicable federal and state laws and with the private placement guidelines set forth in an exhibit hereto.

(ii)     Neither NCPS nor any of its officers, directors, employees or agents is or has been, in any domestic or foreign jurisdiction, (a) indicted for or convicted of any felony or any securities or investment related offense of any kind or (b) enjoined, barred, suspended, censured, sanctioned or otherwise restricted with respect to any securities or investment-related business or undertaking.

(iii)     Neither NCPS nor any of its officers, directors, employees or agents is or has been, in any domestic or foreign jurisdiction, (a) indicted for or convicted of any felony or any securities or investment related offense of any kind, (b) enjoined, barred, suspended, censured, sanctioned or otherwise restricted with respect to any securities or investment-related business or undertaking or (c) the subject or target of any securities or investment-related investigation by any regulatory authority. None of NCPS, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of NCPS participating in the Offering, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with NCPS in any capacity at the time of sale (each, an “NCPS Covered Person” and, together, “NCPS Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). NCPS has exercised reasonable care to determine whether any NCPS Covered Person is subject to a Disqualification Event.

Each of the Company and NCPS, on request of the other, agrees to provide reasonable assurances (including written representations) of its compliance with the terms of this Agreement and, in order to verify such compliance, reasonable access to any documents in its possession referring or relating to any Prospect or Subscribing Investor (whether or not such person invests in any Offering of the Company).

4

The Company and NCPS acknowledge and agree that, during the Term of this Agreement, Company will not engage any person to perform services similar to those provided by NCPS or SeedInvest without the prior written consent of NCPS and SeedInvest, although NCPS may render solicitation services of the kind contemplated herein for persons other than the Company.

For the avoidance of doubt, during Term of this Agreement, Company may seek funding directly from individuals, angel groups, venture capital firms and other entities and institutional investors, but the Company will not use another placement agent, online platform or other intermediary in connection with any Regulation A offering.

(i)     Company agrees that, except as set forth in Section 9(ii) and 9(iii) below or in the case of gross negligence, fraud or willful misconduct by NCPS, SeedInvest and each of their respective affiliates and their respective directors, officers and employees (the “Broker Parties”), it will indemnify and hold harmless the Broker Parties for any loss, claim, damage, expense or liability incurred (including reasonable attorneys' fees and other expenses in investigating, defending against or appearing as a third-party witness in connection with any action or proceeding) in any third-party claim arising out of a material breach by the Company of any provision of this Agreement, or as a result of (A) any potential violation of any law or regulation by the Company, and (B) in connection with any third party action or claim or potential action or claim against the Broker Parties relating to, or arising from, administrative or judicial (or other) claims or actions set forth in the preceding paragraph (A),

(ii)     Each of NCPS and SeedInvest agrees that, notwithstanding Section 9(i) or 9(iii) hereof and except in the case of gross negligence, fraud or willful misconduct by the Company, NCPS and SeedInvest will jointly indemnify and hold harmless the Company and each of its affiliates, directors, officers and employees (each, a “Company Indemnified Party”) for fifty percent (50%) of any loss, claim, damage, expense or liability, including penalties to the maximum amount permitted by law, incurred (including reasonable attorneys’ fees and other expenses in investigating, defending or appearing as a witness in connection with any action or proceeding) by Company Indemnified Parties as a result of (A) any potential violation or claim of violation of any law or regulation by NCPS, SeedInvest or Company, irrespective of whether the Company Indemnified Parties may also be considered in potential violation or subject to a claim of violation of such law or regulation to the extent such law or regulation relates to the Offering, and (B) in connection with any third party action or claim or potential action or claim against Company Indemnified Parties relating to, or arising from, administrative or judicial (or other) claims or actions set forth in the preceding paragraph (A),

(iii)     Each of NCPS and SeedInvest agrees that, notwithstanding Section 9(i) and 9(ii) hereof and except in the case of gross negligence, fraud or willful misconduct by the Company, NCPS and SeedInvest will jointly indemnify and hold harmless the Company Indemnified Parties for one hundred percent (100%) (subject to Section 11 hereof) of any loss, claim, damage, expense or liability, including penalties to the maximum amount permitted by law, incurred (including reasonable attorneys’ fees and other expenses in investigating, defending or appearing as a witness in connection with any action or proceeding) by Company Indemnified Parties (A) in the event that the Company is required to register as a public company with the Securities Exchange Commission as a result of the Offering or (B) in connection with any third party action or claim or potential action or claim against Company Indemnified Parties relating to, or arising from, administrative or judicial (or other) claims or actions set forth in the preceding paragraph (A).

Company hereby agrees that if it breaches any portion of this Agreement, (a) NCPS, SeedInvest and any applicable third-party beneficiary (each, a “Damaged Party”) would suffer irreparable harm; (b) it would be difficult to determine damages, and money damages alone would be an inadequate remedy for the injuries suffered by the applicable Damaged Party; and (c) if a Damaged Party seeks injunctive relief to enforce this Agreement, Company will waive and will not (i) assert any defense that the Damaged Party has an adequate remedy at law with respect to the breach, (ii) require that the Damaged Party submit proof of the economic value of any losses, or (iii) require the Damaged to post a bond or any other security. Accordingly, in addition to any other remedies and damages available, Company acknowledges and agrees that each Damaged Party may immediately seek enforcement of this Agreement by means of specific performance or injunction, without any requirement to post a bond or other security. Nothing contained in this Agreement shall limit the Damaged Party’s right to any other remedies at law or in equity. In any litigation, arbitration, or other proceeding by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort, or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party shall be awarded its reasonable attorney fees, and costs and expenses incurred. All rights and remedies herein shall be in addition to all other rights and remedies available at law or in equity, including, without limitation, specific performance against the Company for the enforcement of this Agreement, and temporary and permanent injunctive relief.

5

EXCEPT AS SET FORTH IN SECTION 9(ii), THE LIABILITY OF ANY OF SEEDINVEST, NCPS AND THE COMPANY, RESPECTIVELY, WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, EQUITY, NEGLIGENCE, TORT, OR OTHERWISE FOR ALL EVENTS, ACTS, OR OMISSIONS RELATED TO THIS AGREEMENT SHALL NOT EXCEED (A) IN THE CASE OF SEEDINVEST OR NCPS, ANY DIRECT DAMAGES IN EXCESS OF THE FEES PAID OR PAYABLE TO SEEDINVEST AND NCPS, RESPECTIVELY, UNDER THIS AGREEMENT, OR (B) IN THE CASE OF THE COMPANY, ANY DIRECT DAMAGES IN EXCESS OF THE FEES PAID OR PAYABLE TO SEEDINVEST AND NCPS, EXCEPT, WITH RESPECT TO EITHER CLAUSE (A) OR (B), IN THE EVENT OF FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF SEEDINVEST, NCPS OR THE COMPANY, RESPECTIVELY.

(i)    Term. The initial term of this Agreement (the “Initial Term”) shall be for two hundred seventy (270) days beginning from the Effective Date and shall automatically renew for successive thirty (30) day periods (each, a “Renewal Term”) unless notice of termination is delivered by either party at least 7 days prior to the end of the applicable term, unless this Agreement expires or terminates prior thereto pursuant to the terms herein (such cumulative time period, the “Term”).

(ii)    Termination. The Company may terminate this Agreement at any time upon delivery of a written notice (a) if the Company decides not to conduct an Offering or (b) if the securities sold in the Offering meet the maximum number desired to be sold in the Offering, as determined by the Company in its sole discretion from time to time. The Company may also terminate this Agreement (a) upon a material breach of this Agreement by NCPS or SeedInvest and failure to cure such material breach within 14 days of receipt of notice thereof, or (b) upon any bankruptcy, liquidation or insolvency proceedings of NCPS. NCPS may terminate this Agreement at any time upon and for any reason immediately upon delivery of written notice to the Company.

a     Sections 4, 5, 6, 9, 10, 11, 12, 13, 14, 15, and 16 shall survive the expiration, termination or cancellation of this Agreement.

b     If the Offering has commenced, Company shall take all actions necessary (subject to the Company’s discretion pursuant to Section 3(v)) to promptly accept, finalize and consummate any Proposed Subscriptions received prior to the Termination Date.

6

c     Company shall pay the Compensation to NCPS with respect to any Prospect who invests in securities of the Company within 180 days of the expiration or termination of this Agreement as if such securities were issued in the Offering.

d     Upon termination, NCPS shall take all actions necessary to comply with FINRA Rule 5110(f)(2)(D).

Following conclusion of the Offering, Company shall use reasonable efforts to include a prominent positive reference to raising capital utilizing the Online Platform in all publications, press releases, interviews or other publicity regarding closing of the Offering. SeedInvest or NCPS may publicize the agreement to work together in the form of press releases, announcements and marketing materials for the purpose of further business developments efforts. Additionally, Company agrees that SeedInvest and NCPS shall, from and after any closing of a Company Offering, have the right to reference the Company Offering and their role in connection therewith in their marketing materials, on their websites, in the press, and in online and social media advertisements, in each case at their own expense.

To the extent that the existing law relating to this Agreement changes, and such change affects this Agreement, the parties shall reform the affected portion of this Agreement to comply with the change.

This Agreement shall be governed by and construed in accordance with the laws of the New York and the federal laws of the United States of America. NCPS, SeedInvest and Company hereby consent and submits to the jurisdiction and forum of the state and federal courts in New York in all questions and controversies arising out of this Agreement.

Subject to Sections 9 and 11, in any arbitration, litigation, or other proceeding, informal or formal, by which one party either seeks to enforce this Agreement or seeks a declaration of any rights or obligations under this Agreement, the non-prevailing party shall pay the prevailing party’s costs and expenses, including but not limited to, reasonable attorneys’ fees.

All parties agree to comply with all applicable federal, state, and local laws, executive orders and regulations issued, where applicable.

Where agreement, approval, acceptance, consent or similar action by either party hereto is required by any provision of this Agreement, such action shall not be unreasonably delayed or withheld. Each party will cooperate with the other by, among other things, making available, as reasonably requested by the other, management decisions, information, approvals, and acceptances in order that each party may properly accomplish its obligations and responsibilities hereunder.

Neither party shall be liable for delays or any failure to perform the Services or this Agreement due to causes beyond its reasonable control. Such delays include, but are not limited to, fire, explosion, flood or other natural catastrophe, governmental legislation, acts, orders, or regulation, strikes or labor difficulties, to the extent not occasioned by the fault or negligence of the delayed party. Any such excuse for delay shall last only as long as the event remains beyond the reasonable control of the delayed party. However, the delayed party shall use its best efforts to minimize the delays caused by any such event beyond its reasonable control.

7

The failure of either party at any time to require performance by the other party of any provision of this Agreement shall in no way affect that party’s right to enforce such provisions, nor shall the waiver by either party of any breach of any provision of this Agreement be taken or held to be a waiver of any further breach of the same provision.

Any notice given pursuant to this Agreement shall be in writing and shall be given by email, personal service or by United States certified mail, return receipt requested, postage prepaid to the addresses appearing at the end of this Agreement, or as changed through written notice to the other party. Notice given by email shall be effective upon confirmed receipt, personal service shall be deemed effective on the date it is delivered to the addressee, and notice mailed shall be deemed effective on the third day following its placement in the mail addressed to the addressee.

This Agreement and the obligations of Company, NCPS and SeedInvest hereunder are personal to Company, NCPS and SeedInvest and their respective representatives. Neither Company, NCPS nor SeedInvest nor any respective successor, receiver, or assignee of Company, NCPS or SeedInvest shall directly or indirectly assign this Agreement or the rights or duties created by this Agreement, whether such assignment is effected in connection with a sale of such party’s assets or stock or through merger, an insolvency proceeding or otherwise, without the prior written consent of the other parties hereto. Notwithstanding the foregoing, NCPS may assign this Agreement to SI Securities, LLC, who shall step into the shoes of NCPS at any time without any further consents required from any other party.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. The parties agree that a facsimile signature may substitute for and have the same legal effect as the original signature.

This Agreement and its attached exhibits constitute the entire agreement between the parties and supersede any and all previous representations, understandings, or agreements between Company, NCPS and SeedInvest as to the subject matter hereof. This Agreement may only be amended by an instrument in writing signed by the parties. This Agreement shall be construed without regard to the party that drafted it. Any ambiguity shall not be interpreted against either party and shall, instead, be resolved in accordance with other applicable rules concerning the interpretation of contracts.

8

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

Appendix I

Definitions

“Prospects” means persons who (i) NCPS solicits on behalf of the Company for the Offering, (ii) who learn about the Offering based on the efforts of NCPS or (iii) who view the Offering on the Online Platform, but excluding the persons listed in Exhibit A(such persons listed on Exhibit A, the “Excluded Investors”).

“Offering” shall mean the current or future Regulation A offering of securities of the Company as described to NCPS.

“Online Platform” shall mean the technology platform provided by SeedInvest and generally available at the internet URL www.seedinvest.com.

“Proposed Subscription” shall mean a (i) a definitive written expression of intent to participate in the Offering by a Prospect, or (ii) completion of investment documents for the Offering on the Online Platform by any person, each as determined in the sole reasonable discretion of NCPS. For the avoidance of doubt, an indication of interest received during Testing the Waters shall NOT be a Proposed Subscription.

“Securities” shall mean the securities offered in the Offering.

“Subscribing Investor” shall mean any person who makes a Proposed Subscription.

“Termination Date” shall mean the effective date of the termination, expiration or cancellation of this Agreement pursuant to the terms herein.

10

Exhibit A

Excluded Investors

Each of the Company’s stockholders existing as of the Effective Date and all affiliates thereof, as well as the following list of investors, together with affiliates thereof, are excluded from the definition of “Prospect” and therefore excluded from NCPS fees.

11

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION OF

WAYBETTER, INC.

WayBetter, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that:

1.     The name of the Corporation is WayBetter, Inc. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on July 22, 2010 under the name DietBet, Inc.

2.     This Amended and Restated Certificate of Incorporation was duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware, and has been duly approved by the written consent of the stockholders of the Corporation in accordance with Section 228 of the General Corporation Law of the State of Delaware.

3.     The text of the Certificate of Incorporation is amended and restated to read as set forth in EXHIBIT A attached hereto.

IN WITNESS WHEREOF, WayBetter, Inc. has caused this Amended and Restated Certificate of Incorporation to be signed by James S. Rosen, a duly authorized officer of the Corporation, on [________], 2015.

EXHIBIT A

ARTICLE I

The name of the Corporation is WayBetter, Inc.

ARTICLE II

The purpose of this corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE III

 The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of the registered agent at such address is The Corporation Trust Company.

ARTICLE IV

Upon the filing of this Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, (i) each one (1) share of Series Seed Preferred Stock outstanding immediately prior to the filing of this Amended and Restated Certificate of Incorporation shall automatically and without any action on the part of the holders thereof, be converted into 1.0857791 shares of Series Seed Preferred Stock, (ii) each one (1) share of Series A Preferred Stock outstanding immediately prior to the filing of this Amended and Restated Certificate of Incorporation shall automatically and without any action on the part of the holders thereof, be converted into 1.0857791 shares of Series A Preferred Stock,(iii) each one (1) share of Series A-1 Preferred Stock outstanding immediately prior to the filing of this Amended and Restated Certificate of Incorporation shall automatically and without any action on the part of the holders thereof, be converted into 1.0857791 shares of Series A-1 Preferred Stock, and each one (1) share of Common Stock outstanding immediately prior to the filing of this Amended and Restated Certificate of Incorporation shall automatically and without any action on the part of the holders thereof, be converted into 1.0857791 shares of Common Stock(cumulatively, the “Split”). Such Split shall occur automatically and without any further action on the part of the Corporation or the holders thereof and whether or not certificates representing any stockholder’s shares held prior to the Split are surrendered for cancellation. Every share number, dollar amount and other provision contained in this Amended and Restated Certificate of Incorporation has been adjusted for the Split. No fractional interest in a share of Stock shall be deliverable upon the Split. Any stockholder who would otherwise be entitled to receive a fractional share as a result of such Split shall receive in lieu thereof an additional share of Common Stock. Such Split shall occur whether or not certificates representing any stockholder’s shares held prior to the Split are surrendered for cancellation.

Upon the effectiveness of the Split, the authorized capital stock of the corporation shall be as follows:

2

The total number of shares of stock that the corporation shall have authority to issue is eighty-five million ninety-one thousand seven hundred twelve (85,091,712), consisting of fifty million (50,000,000)shares of common stock of the Corporation, $0.001 par value per share (“Common Stock”), and thirty-five million ninety-one thousand seven hundred twelve (35,091,712)shares of Preferred Stock, $0.001 par value per share. The first Series of Preferred Stock shall be designated “Series Seed Preferred Stock” and shall consist of seven million nine hundred twelve thousand four hundred two (7,912,402)shares. The second Series of Preferred Stock shall be designated “Series A Preferred Stock” and shall consist of six million five hundred forty-seven thousand six hundred fifty-seven (6,547,657) shares. The third Series of Preferred Stock shall be designated “Series A-1 Preferred Stock” and shall consist of six hundred thirty-one thousand seven hundred forty-three (631,743)shares. The fourth Series of Preferred Stock shall be designated “Series B Non-Voting Preferred Stock” and shall consist of twenty million (20,000,000) shares.

ARTICLE V

The terms and provisions of the Common Stock and Preferred Stock are as follows:

1.     Definitions. For purposes of this ARTICLE V, the following definitions shall apply:

(a)     “Conversion Price” shall mean $0.2487 per share for the Series Seed Preferred Stock, $0.4382per share for the Series A Preferred Stock, $0.6861 per share for the Series A-1 Preferred Stock, and$1.00 per share for the Series B Non-Voting Preferred Stock(subject to adjustment from time to time for Recapitalizations and as otherwise set forth elsewhere herein).

(b)     “Convertible Securities” shall mean any evidences of indebtedness, shares or other securities convertible into and/or exchangeable for Common Stock.

(c)     “Corporation” shall mean WayBetter, Inc.

(d)     “Distribution” shall mean the transfer of cash or other property without consideration whether by way of dividend or otherwise, other than dividends on Common Stock payable in Common Stock, or the purchase or redemption of shares of the Corporation by the Corporation for cash or property other than: (i) repurchases of Common Stock issued to or held by employees, officers, directors or consultants of the Corporation upon termination of their employment or services pursuant to agreements providing for the right of said repurchase, (ii) repurchases of Common Stock issued to or held by employees, officers, directors or consultants of the Corporation or its subsidiaries pursuant to rights of first refusal contained in agreements providing for such right, (iii) repurchase of capital stock of the Corporation in connection with the settlement of disputes with any stockholder, (iv) repurchase of capital stock of the Corporation pursuant to Section 7 of this Article V and (v) any other repurchase or redemption of capital stock of the Corporation approved by the holders of the Common and Preferred Voting Stock of the Corporation voting as separate classes.

(e)     “Dividend Rate” shall mean an annual rate of $0.0199per share for the Series Seed Preferred Stock,$0.4382per share for the Series A Preferred Stock, $0.0549per share for the Series A-1 Preferred Stock and $0.0800 per share for the Series B Non-Voting Preferred Stock(subject to adjustment from time to time for Recapitalizations as set forth elsewhere herein).

3

(f)     “Liquidation Preference” $0.2487 per share for the Series Seed Preferred Stock, $0.4382 per share for the Series A Preferred Stock, $0.6861 per share for the Series A-1 Preferred Stock, and$1.00 per share for the Series B Non-Voting Preferred Stock(subject to adjustment from time to time for Recapitalizations as set forth elsewhere herein).

(g)     “Options” shall mean rights, options or warrants to subscribe for, purchase or otherwise acquire Common Stock or Convertible Securities.

(h)     “Original Issue Price” $0.27per share for the Series Seed Preferred Stock, $0.4758per share for the Series A Preferred Stock, $0.7449per share for the Series A-1 Preferred Stock, and$1.00 per share for the Series B Non-Voting Preferred Stock(subject to adjustment from time to time for Recapitalizations as set forth elsewhere herein).

(i)     “Preferred Stock” shall mean the Series Seed Preferred Stock, the Series A Preferred Stock, the Series A-1 Preferred Stock and the Series B Non-Voting Preferred Stock.

(j)     “Preferred Voting Stock” shall mean the Series Seed Preferred Stock, the Series A Preferred Stock and the Series A-1 Preferred Stock. The Preferred Voting Stock shall vote as a single class on an as-converted basis at every stockholder vote or written consent unless provided otherwise.

(k)     “Recapitalization” shall mean any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other similar event.

2.     Dividends.

(a)     Preferred Stock. In any calendar year, the holders of outstanding shares of Preferred Stock shall be entitled to receive dividends, when, as and if declared by the Board of Directors, out of any assets at the time legally available therefor, in accordance with the relative priority set forth below and at the Dividend Rate specified for such shares of such series of Preferred Stock payable in preference and priority to any declaration or payment of any Distribution on Common Stock of the Corporation in such calendar year. Distributions to the holders of Series B Non-Voting Preferred Stock, Series A-1 Preferred Stock and Series A Preferred Stock, if any, shall be made in proportion to the number of shares of Common Stock that would be held by each such holder if all shares of Series B Non-Voting Preferred Stock, Series A-1 Preferred Stock and Series A Preferred Stock were converted to Common Stock at the then effective conversion rate. Notwithstanding anything to the contrary contained herein, (i) no dividends shall be paid or payable upon the Series A-1 Preferred Stock, Series A Preferred Stock, Series Seed Preferred Stock or Common Stock unless and until all declared, accrued and unpaid dividends in respect of the Series B Non-Voting Preferred Stock shall have first been paid in full in accordance with this Section 2(a) and (ii) no dividends shall be paid or payable upon the Series Seed Preferred Stock or Common Stock unless and until all declared, accrued and unpaid dividends in respect of the Series A-1 Preferred Stock and Series A Preferred Stock shall have first been paid in full in accordance with this Section 2(a).No Distributions shall be made with respect to the Common Stock unless dividends on the Preferred Stock have been declared in accordance with the preferences stated herein and all declared dividends on the Preferred Stock have been paid or set aside for payment to the Preferred Stock holders. In the event the Corporation authorizes any series or class of Preferred Stock or other equity securities with accruing or cumulative dividends at any time after the date hereof, the Series B Non-Voting Preferred Stock, Series A-1 Preferred Stock and the Series A Preferred Stock and the dividends set forth in this Section 2(a) shall automatically be deemed to have been cumulative dividends from the date hereof at the Dividend Rate payable when declared by the Board of Directors or in connection with a liquidation, dissolution or winding up of the Corporation (as defined in Section 3(e) below). No right to dividends shall accrue to holders of Preferred Stock by reason of the fact that dividends on such stock are at any time not declared or paid.

4

(b)     Additional Dividends. After the payment or setting aside for payment of the dividends described in Section 2(a), any additional dividends (other than dividends on Common Stock payable solely in Common Stock) set aside or paid in any fiscal year shall be set aside or paid among the holders of the Preferred Stock and Common Stock then outstanding in proportion to the greatest whole number of shares of Common Stock which would be held by each such holder if all shares of Preferred Stock were converted at the then-effective Conversion Rate (as defined in Section 4).

(c)     Non-Cash Distributions. Whenever a Distribution provided for in this Section 2 shall be payable in property other than cash, the value of such Distribution shall be deemed to be the fair market value of such property as determined in good faith by the Board of Directors.

3.     Liquidation Rights.

(a)     Liquidation Preference. In the event of a Deemed Liquidation Event (as defined herein), the holders of the Series B Non-Voting Preferred Stock shall be entitled to receive, prior and in preference to any Distribution of any of the assets of the Corporation to the holders of the Series A-1 Preferred Stock,Series A Preferred Stock,Series Seed Preferred Stock and the Common Stock by reason of their ownership of such stock, an amount per share for each share of such series of Series B Non-Voting Preferred Stock held by them equal to the sum of (i) the Liquidation Preference specified for such share of Series B Non-Voting Preferred Stock and (ii) all declared but unpaid dividends (if any) on such share of Series B Non-Voting Preferred Stock (or, if greater, the amount that such share of Series B Non-Voting Preferred Stock would receive on an as-converted basis),or such lesser amount as may be approved by the holders of more than fifty percent (50%) of the outstanding shares of Series B Non-Voting Preferred Stock. If upon a Deemed Liquidation Event, the assets of the Corporation legally available for distribution to the holders of the Series B Non-Voting Preferred Stock are insufficient to permit the payment to such holders of the full amounts specified in this Section 3(a), then the entire assets of the Corporation legally available for distribution shall be distributed with equal priority and pro rata among the holders of the Series B Non-Voting Preferred Stock in proportion to the full amounts they would otherwise be entitled to receive pursuant to this Section 3(a).

(b)     After the payment or setting aside for payment to the holders of Series B Non-Voting Preferred Stock of the full amounts specified in Section 3(a), the holders of the Series A Preferred Stock and Series A-1 Preferred Stock shall be entitled to receive, prior and in preference to any Distribution of any of the assets of the Corporation to the holders of the Series Seed Preferred Stock and Common Stock by reason of their ownership of such stock, an amount per share for each share of Series A Preferred Stock and Series A-1 Preferred Stock held by them equal to the sum of (i) the Liquidation Preference specified for such share of Series A Preferred Stock and Series A-1 Preferred Stock and (ii) all declared but unpaid dividends (if any) on such share of Series A Preferred Stock and Series A-1 Preferred Stock (or, if greater, the amount that such share of Series A Preferred Stock and Series A-1 Preferred Stock would receive on an as-converted basis),or such lesser amount as may be approved by the holders of more than fifty percent (50%) of the outstanding shares of Series A Preferred Stock and Series A-1 Preferred Stock. If upon a Deemed Liquidation Event, the assets of the Corporation legally available for distribution to the holders of the Series A Preferred Stock and Series A-1 Preferred Stock are insufficient to permit the payment to such holders of the full amounts specified in Section 3(a) and this Section 3(b), then the entire remaining assets of the Corporation legally available for distribution after the payment or setting aside for payment specified in 3(a) shall be distributed with equal priority and pro rata among the holders of the Series A Preferred Stock and Series A-1 Preferred Stock in proportion to the full amounts they would otherwise be entitled to receive pursuant to this Section 3(b).

5

(c)     After the payment or setting aside for payment to the holders of Series B Non-Voting Preferred Stock of the full amounts specified in Section 3(a) and to the holders of the Series A Preferred Stock and Series A-1 Preferred Stock of the full amounts specified in Section 3(b), the holders of the Series Seed Preferred Stock shall be entitled to receive, prior and in preference to any Distribution of any of the assets of the Corporation to the holders of Common Stock by reason of their ownership of such stock, an amount per share for each share of Series Seed Preferred Stock held by them equal to the sum of (i) the Liquidation Preference specified for such share of Series Seed Preferred Stock and (ii) all declared but unpaid dividends (if any) on such share of Series Seed Preferred Stock (or, if greater, the amount that such share of Series Seed Preferred Stock would receive on an as-converted bases), or such lesser amount as may be approved by the holders of more than fifty percent (50%) of the outstanding shares of Series Seed Preferred Stock. If upon the Deemed Liquidation Event, the assets of the Corporation legally available for distribution to the holders of the Series Seed Preferred Stock are insufficient to permit the payment to such holders of the full amounts specified in Sections 3(a), 3(b) and this Section 3(c), then the entire remaining assets of the Corporation legally available for distribution after the payment or setting aside for payment specified in Sections 3(a) and 3(b) shall be distributed with equal priority and pro rata among the holders of the Series Seed Preferred Stock in proportion to the full amounts they would otherwise be entitled to receive pursuant to this Section 3(c).

(d)     After the payment or setting aside for payment to the holders of Preferred Stock of the full amounts specified in Sections 3(a), 3(b) and 3(c), the entire remaining assets of the Corporation legally available for distribution shall be distributed pro rata to holders of the Common Stock of the Corporation in proportion to the number of shares of Common Stock held by them.

(e)     Shares not Treated as Both Preferred Stock and Common Stock in any Distribution. Shares of Preferred Stock shall not be entitled to be converted into shares of Common Stock in order to participate in any Distribution, or series of Distributions, as shares of Common Stock, without first foregoing participation in the Distribution, or series of Distributions, as shares of Preferred Stock.

6

(f)     Reorganization. For purposes of this Section 3, liquidation, dissolution or winding up of the Corporation (“Deemed Liquidation Event”) shall be deemed to be occasioned by, or to include, (i) the acquisition of the Corporation by another entity by means of any transaction or series of related transactions to which the Corporation is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any sale of stock for capital raising purposes) other than a transaction or series of transactions in which the holders of the voting securities of the Corporation outstanding immediately prior to such transaction retain, immediately after such transaction or series of transactions, as a result of shares in the Corporation held by such holders prior to such transaction, at least a majority of the total voting power represented by the outstanding voting securities of the Corporation or such other surviving or resulting entity (or if the Corporation or such other surviving or resulting entity is a wholly-owned subsidiary immediately following such acquisition, its parent); (ii) a sale, exclusive license, transfer, lease or other disposition of all or substantially all of the assets of the Corporation and its subsidiaries taken as a whole by means of any transaction or series of related transactions, except where such sale, exclusive license, transfer, lease other disposition is to a wholly-owned subsidiary of the Corporation; or (iii) any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary. The treatment of any transaction or series of related transactions as a liquidation, dissolution or winding up pursuant to clause (i) or (ii) of the preceding sentence may be waived by the consent or vote of a the holders of more than fifty percent (50%) of the outstanding shares of Preferred Voting Stock (voting as a single class on an as-converted basis).

(g)     Valuation of Non-Cash Consideration. If any assets of the Corporation distributed to stockholders in connection with any liquidation, dissolution, or winding up of the Corporation are other than cash, then the value of such assets shall be their fair market value as determined in good faith by the Board of Directors, except that any publicly-traded securities to be distributed to stockholders in a liquidation, dissolution, or winding up of the Corporation shall be valued as follows:

(i)     If the securities are then traded on a national securities exchange, then the value of the securities shall be deemed to be the average of the closing prices of the securities on such exchange over the ten (10) trading day period ending five (5) trading days prior to the Distribution;

(ii)     if the securities are actively traded over-the-counter, then the value of the securities shall be deemed to be the average of the closing bid prices of the securities over the ten (10) trading day period ending five (5) trading days prior to the Distribution.

In the event of a merger or other acquisition of the Corporation by another entity, the Distribution date shall be deemed to be the date such transaction closes.

For the purposes of this subsection 3(g), “trading day” shall mean any day which the exchange or system on which the securities to be distributed are traded is open and “closing prices” or “closing bid prices” shall be deemed to be: (i) for securities traded primarily on the New York Stock Exchange, the American Stock Exchange or a Nasdaq market, the last reported trade price or sale price, as the case may be, at 4:00 p.m., New York time, on that day and (ii) for securities listed or traded on other exchanges, markets and systems, the market price as of the end of the regular hours trading period that is generally accepted as such for such exchange, market or system. If, after the date hereof, the benchmark times generally accepted in the securities industry for determining the market price of a stock as of a given trading day shall change from those set forth above, the fair market value shall be determined as of such other generally accepted benchmark times.

7

4.     Conversion. The holders of the Preferred Stock shall have conversion rights as follows:

(a)     Right to Convert. Each share of Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share at the office of the Corporation or any transfer agent for the Preferred Stock, into that number of fully-paid, nonassessable shares of Common Stock determined by dividing the Original Issue Price for the relevant series by the Conversion Price for such series.(The number of shares of Common Stock into which each share of Preferred Stock of a series may be converted is hereinafter referred to as the “Conversion Rate” for each such series.) Upon any decrease or increase in the Conversion Price for any series of Preferred Stock, as described in this Section 4, the Conversion Rate for such series shall be appropriately increased or decreased.

(b)     Automatic Conversion. Each share of Preferred Stock shall automatically be converted into fully-paid, non-assessable shares of Common Stock at the then effective Conversion Rate for such share (i) immediately prior to the closing of a firm commitment underwritten initial public offering pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”), covering the offer and sale of the Corporation’s Common Stock, provided that (A) the aggregate offering price, net of underwriters’ discounts and expenses, is at least three (3) times the Original Issue Price of the Series A Preferred Stock then in effect (subject to adjustment from time to time for Recapitalizations as set forth elsewhere herein)and (B) the aggregate proceeds of such offering (after deduction for underwriter’s discounts and expenses related to the issuance) are not less than $20,000,000, or (ii) upon the receipt by the Corporation of a written request for such conversion from the holders of more than fifty percent (50%) of the shares of Preferred Voting Stock then outstanding (voting as a single class on an as-converted basis), or, if later, the effective date for conversion specified in such requests (each of the events referred to in (i) and (ii) are referred to herein as an “Automatic Conversion Event”).

(c)     Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then fair market value of a share of Common Stock as determined by the Board of Directors. For such purpose, all shares of Preferred Stock held by each holder of Preferred Stock shall be aggregated, and any resulting fractional share of Common Stock shall be paid in cash. Before any holder of Preferred Stock shall be entitled to convert the same into full shares of Common Stock, and to receive certificates therefor, the holder shall either (A) surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Preferred Stock or (B) notify the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and execute an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates, and shall give written notice to the Corporation at such office that the holder elects to convert the same; provided, however, that on the date of an Automatic Conversion Event, the outstanding shares of Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided further, however, that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such Automatic Conversion Event unless either the certificates evidencing such shares of Preferred Stock are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. On the date of the occurrence of an Automatic Conversion Event, each holder of record of shares of Preferred Stock shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, notwithstanding that the certificates representing such shares of Preferred Stock shall not have been surrendered at the office of the Corporation, that notice from the Corporation shall not have been received by any holder of record of shares of Preferred Stock, or that the certificates evidencing such shares of Common Stock shall not then be actually delivered to such holder.

8

(d)     Adjustments to Conversion Price for Diluting Issues.

(i)     Special Definition. For purposes of this paragraph 4(d), “Additional Shares of Common” shall mean all shares of Common Stock issued (or, pursuant to paragraph 4(d)(iii), deemed to be issued) by the Corporation after the filing of this Amended and Restated Certificate of Incorporation, other than issuances or deemed issuances of:

(1)     shares of Common Stock upon the conversion of the Preferred Stock;

(2)     shares of Common Stock and options, warrants or other rights to purchase Common Stock issued or issuable to employees, officers or directors of, or consultants or advisors to the Corporation or any subsidiary pursuant to stock grants, restricted stock purchase agreements, option plans, purchase plans, incentive programs or similar arrangements;

(3)     shares of Common Stock upon the exercise or conversion of Options or Convertible Securities;

(4)     shares of Common Stock issued or issuable as a dividend or distribution on Preferred Stock or pursuant to any event for which adjustment is made pursuant to paragraph 4(e), 4(f) or 4(g) hereof;

9

(5)     shares of Common Stock issued or issuable in a registered public offering under the Securities Act;

(6)     shares of Common Stock issued or issuable pursuant to the acquisition of another corporation by the Corporation by merger, purchase of substantially all of the assets or other reorganization or to a joint venture agreement, provided, that such issuances are approved by the Board of Directors;

(7)     shares of Common Stock issued or issuable to banks, equipment lessors, real property lessors, financial institutions or other persons engaged in the business of making loans pursuant to a debt financing, commercial leasing or real property leasing transaction approved by the Board of Directors;

(8)     shares of Common Stock issued or issuable in connection with any settlement with any third party unaffiliated with the Corporation of any action, suit, proceeding or litigation approved by the Board of Directors;

(9)     shares of Common Stock issued or issuable in connection with sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements or strategic partnerships approved by the Board of Directors;

(10)     shares of Common Stock issued or issuable to suppliers or third party service providers in connection with the provision of goods or services pursuant to transactions approved by the Board of Directors; and

(11)     shares of Common Stock that are otherwise excluded by the consent of the holders of more than fifty percent (50%) of the shares of Preferred Voting Stock then outstanding.

(ii)     No Adjustment of Conversion Price. No adjustment in the Conversion Price of a particular series of Preferred Stock shall be made in respect of the issuance of Additional Shares of Common unless the consideration per share (as determined pursuant to paragraph 4(d)(v)) for an Additional Share of Common issued or deemed to be issued by the Corporation is less than the Conversion Price in effect on the date of, and immediately prior to such issue, for such series of Preferred Stock.

(iii)     Deemed Issue of Additional Shares of Common. In the event the Corporation at any time or from time to time after the date of the filing of this Amended and Restated Certificate of Incorporation shall issue any Options or Convertible Securities or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) of Common Stock issuable upon the exercise of such Options or, in the case of Convertible Securities, the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options and the conversion or exchange of the underlying securities, shall be deemed to have been issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date, provided that in any such case in which shares are deemed to be issued:

10

(1)     no further adjustment in the Conversion Price of any series of Preferred Stock shall be made upon the subsequent issue of Convertible Securities or shares of Common Stock in connection with the exercise of such Options or conversion or exchange of such Convertible Securities;

(2)     if such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any change in the consideration payable to the Corporation or in the number of shares of Common Stock issuable upon the exercise, conversion or exchange thereof (other than a change pursuant to the anti-dilution provisions of such Options or Convertible Securities such as this Section 4(d) or pursuant to Recapitalization provisions of such Options or Convertible Securities such as Sections 4(e), 4(f) and 4(g) hereof), the Conversion Price of each series of Preferred Stock and any subsequent adjustments based thereon shall be recomputed to reflect such change as if such change had been in effect as of the original issue thereof (or upon the occurrence of the record date with respect thereto);

(3)     no readjustment pursuant to clause (2) above shall have the effect of increasing the Conversion Price of a series of Preferred Stock to an amount above the Conversion Price that would have resulted from any other issuances of Additional Shares of Common and any other adjustments provided for herein between the original adjustment date and such readjustment date;

(4)     upon the expiration of any such Options or any rights of conversion or exchange under such Convertible Securities which shall not have been exercised, the Conversion Price of each Series of Preferred Stock computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto) and any subsequent adjustments based thereon shall, upon such expiration, be recomputed as if:

(a)     in the case of Convertible Securities or Options for Common Stock, the only Additional Shares of Common issued were the shares of Common Stock, if any, actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities and the consideration received therefor was the consideration actually received by the Corporation for the issue of such exercised Options plus the consideration actually received by the Corporation upon such exercise or for the issue of all such Convertible Securities which were actually converted or exchanged, plus the additional consideration, if any, actually received by the Corporation upon such conversion or exchange, and

(b)     in the case of Options for Convertible Securities, only the Convertible Securities, if any, actually issued upon the exercise thereof were issued at the time of issue of such Options, and the consideration received by the Corporation for the Additional Shares of Common deemed to have been then issued was the consideration actually received by the Corporation for the issue of such exercised Options, plus the consideration deemed to have been received by the Corporation (determined pursuant to Section 4(d)(v)) upon the issue of the Convertible Securities with respect to which such Options were actually exercised; and

11

(5)     if such record date shall have been fixed and such Options or Convertible Securities are not issued on the date fixed therefor, the adjustment previously made in the Conversion Price which became effective on such record date shall be canceled as of the close of business on such record date, and thereafter the Conversion Price shall be adjusted pursuant to this paragraph 4(d)(iii) as of the actual date of their issuance.

(iv)     Adjustment of Conversion Price Upon Issuance of Additional Shares of Common. In the event this Corporation shall issue Additional Shares of Common (including Additional Shares of Common deemed to be issued pursuant to paragraph 4(d)(iii)) without consideration or for a consideration per share less than the applicable Conversion Price of a series of Preferred Voting Stock in effect on the date of and immediately prior to such issue, then, the Conversion Price of the affected series of Preferred Voting Stock shall be reduced, concurrently with such issue, to a price (calculated to the nearest one-thousandth of a cent) determined by multiplying such Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of shares which the aggregate consideration received by the Corporation for the total number of Additional Shares of Common so issued would purchase at such Conversion Price, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of such Additional Shares of Common so issued. Notwithstanding the foregoing, the Conversion Price shall not be reduced at such time if the amount of such reduction would be less than $0.01, but any such amount shall be carried forward, and a reduction will be made with respect to such amount at the time of, and together with, any subsequent reduction which, together with such amount and any other amounts so carried forward, equal $0.01 or more in the aggregate. For the purposes of this Subsection 4(d)(iv), all shares of Common Stock issuable upon conversion of all outstanding shares of Preferred Voting Stock and the exercise and/or conversion of any other outstanding Convertible Securities and all outstanding Options shall be deemed to be outstanding.

(v)     Determination of Consideration. For purposes of this subsection 4(d), the consideration received by the Corporation for the issue (or deemed issue) of any Additional Shares of Common shall be computed as follows:

(1)     Cash and Property. Such consideration shall:

(a)     insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation before deducting any reasonable discounts, commissions or other expenses allowed, paid or incurred by the Corporation for any underwriting or otherwise in connection with such issuance;

(b)     insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors; and

(c)     in the event Additional Shares of Common are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (a) and (b) above, as reasonably determined in good faith by the Board of Directors.

12

(2)     Options and Convertible Securities. The consideration per share received by the Corporation for Additional Shares of Common deemed to have been issued pursuant to paragraph 4(d)(iii) shall be determined by dividing:

(x)     the total amount, if any, received or receivable by the Corporation as consideration for the issue of such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Corporation upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities by

(y)     the maximum number of shares of Common Stock (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

(e)     Adjustments for Subdivisions or Combinations of Common Stock. In the event the outstanding shares of Common Stock shall be subdivided (by stock split, by payment of a stock dividend or otherwise), into a greater number of shares of Common Stock, the Conversion Price of each series of Preferred Stock in effect immediately prior to such subdivision shall, concurrently with the effectiveness of such subdivision, be proportionately decreased. In the event the outstanding shares of Common Stock shall be combined (by reclassification or otherwise) into a lesser number of shares of Common Stock, the Conversion Prices in effect immediately prior to such combination shall, concurrently with the effectiveness of such combination, be proportionately increased.

(f)     Adjustments for Subdivisions or Combinations of Preferred Stock. In the event the outstanding shares of Preferred Stock or a series of Preferred Stock shall be subdivided (by stock split, by payment of a stock dividend or otherwise), into a greater number of shares of Preferred Stock, the Dividend Rate, Original Issue Price and Liquidation Preference of the affected series of Preferred Stock in effect immediately prior to such subdivision shall, concurrently with the effectiveness of such subdivision, be proportionately decreased. In the event the outstanding shares of Preferred Stock or a series of Preferred Stock shall be combined (by reclassification or otherwise) into a lesser number of shares of Preferred Stock, the Dividend Rate, Original Issue Price and Liquidation Preference of the affected series of Preferred Stock in effect immediately prior to such combination shall, concurrently with the effectiveness of such combination, be proportionately increased.

(g)     Adjustments for Reclassification, Exchange and Substitution. Subject to Section 3(“Liquidation Rights”), if the Common Stock issuable upon conversion of the Preferred Stock shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares provided for above), then, in any such event, in lieu of the number of shares of Common Stock which the holders would otherwise have been entitled to receive each holder of such Preferred Stock shall have the right thereafter to convert such shares of Preferred Stock into a number of shares of such other class or classes of stock which a holder of the number of shares of Common Stock deliverable upon conversion of such series of Preferred Stock immediately before that change would have been entitled to receive in such reorganization or reclassification, all subject to further adjustment as provided herein with respect to such other shares.

13

(h)     Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price pursuant to this Section 4, the Corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of Preferred Stock a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, upon the written request at any time of any holder of Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (i) such adjustments and readjustments, (ii) the Conversion Price at the time in effect and (iii) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of Preferred Stock.

(i)     Waiver of Adjustment of Conversion Price. Notwithstanding anything herein to the contrary, any downward adjustment of the Conversion Price of any series of Preferred Stock may be waived by the consent or vote of the holders of more than fifty percent (50%) of the outstanding shares of Preferred Voting Stock of that series either before or after the issuance causing the adjustment. Any such waiver shall bind all future holders of shares of such series of Preferred Voting Stock.

(j)     Notices of Record Date. In the event that this Corporation shall propose at any time:

(i)     to declare any Distribution upon its Common Stock, whether in cash,property, stock or other securities, whether or not a regular cash dividend and whether or not out of earnings or earned surplus;

(ii)     to effect any reclassification or recapitalization of its Common Stock outstanding involving a change in the Common Stock; or

(iii)     to voluntarily liquidate or dissolve or to enter into any transaction deemed to be a liquidation, dissolution or winding up of the corporation pursuant to Section 3(e);

then, in connection with each such event, this Corporation shall send to the holders of the Preferred Voting Stock at least 10 days’ prior written notice of the date on which a record shall be taken for such Distribution (and specifying the date on which the holders of Common Stock shall be entitled thereto and, if applicable, the amount and character of such Distribution) or for determining rights to vote in respect of the matters referred to in (ii) and (iii) above.

Such written notice shall be given by first class mail (or express courier), postage prepaid, addressed to the holders of Preferred Stock at the address for each such holder as shown on the books of the Corporation and shall be deemed given on the date such notice is mailed.

14

The notice provisions set forth in this section may be shortened or waived prospectively or retrospectively by the consent or vote of the holders of more than fifty percent (50%) of the outstanding shares of Preferred Voting Stock, voting as a single class on an as-converted basis.

(k)     Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of the Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all then outstanding shares of the Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.

5.     Voting.

(a)     Restricted Class Voting. Except as otherwise expressly provided herein or as required by law, the holders of Preferred Voting Stock and the holders of Common Stock shall vote together and not as separate classes.

(b)     No Series Voting. Other than as provided herein or required by law, there shall be no series voting. Notwithstanding the foregoing, if any proposed amendment to this Amended and Restated Certificate would alter or change the powers, preferences, or special rights of one or more series of Preferred Voting Stock so as to affect such series adversely, but shall not so affect the entire class of Preferred Voting Stock in the same manner and to the same extent, then the approval of at least a majority of such series shall be required to enact such amendment.

(c)     Preferred Stock. Each holder of Preferred Voting Stock shall be entitled to the number of votes equal to the number of shares of Common Stock into which the shares of Preferred Stock held by such holder could be converted as of the record date. Fractional votes shall not be permitted and any fractional voting rights resulting from the above formula (after aggregating all shares into which shares of Preferred Stock held by each holder could be converted) shall be disregarded. Except as otherwise expressly provided herein or as required by law, the holders of shares of the Preferred Voting Stock shall be entitled to vote on all matters on which the Common Stock shall be entitled to vote. Holders of Preferred Voting Stock shall be entitled to notice of any stockholders’ meeting in accordance with the Bylaws of the Corporation.

(d)     Election of Directors. As long as any shares of Series A Preferred Stock are outstanding, the holders of such shares of Series A Preferred Stock voting as a separate class shall be entitled to elect one (1) director of this corporation at any election of directors. As long as any shares of Series Seed Preferred Stock are outstanding, the holders of such shares of Series Seed Preferred Stock, voting as a separate class, shall be entitled to elect one (1) director of this corporation at any election of directors. The holders of Common Stock and Preferred Stock, voting together as a single class and on an as-converted basis, shall be entitled to elect any remaining directors of this corporation. If a vacancy on the Board of Directors is to be filled by the Board of Directors, only directors elected by the same class or classes of stockholders as those who would be entitled to vote to fill such vacancy shall vote to fill such vacancy.

15

(e)     Adjustment in Authorized Common Stock. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares of Common Stock then outstanding) by an affirmative vote of the holders of a majority of the Common Stock and Preferred Voting Stock of the Corporation.

(f)     Common Stock. Each holder of shares of Common Stock shall be entitled to one vote for each share thereof held.

(g)     Series B Non-Voting Preferred Stock. Except as otherwise expressly provided in this Amended and Restated Certificate of Incorporation or as required by applicable law, the Series B Non-Voting Preferred Stock shall be non-voting and the holders of Series B Non-Voting Preferred Stock shall not be entitled to vote with respect to shares of Series B Non-Voting Preferred Stock. The number of authorized shares of Series B Non-Voting Preferred Stock may be increased or decreased (but not below the number of shares of Common Stock then outstanding) by an affirmative vote of the holders of a majority of the Common Stock and Preferred Voting Stock of the Corporation.

6.     Amendments and Changes. As long as 500,000 shares of the Preferred Voting Stock shall be issued and outstanding, the Corporation shall not, without first obtaining the approval (by vote or written consent as provided by law) of the holders of more than fifty percent (50%) of the outstanding shares of the Preferred Voting Stock:

(a)     amend, alter or repeal any provision of the Certificate of Incorporation or bylaws of the Corporation if such action would adversely alter the rights, preferences, privileges or powers of, or restrictions provided for the benefit of the Preferred Stock or any series thereof;

(b)     increase or decrease (other than for decreases resulting from conversion of the Preferred Stock) the authorized number of shares of Preferred Stock or any series thereof;

(c)     authorize or create (by reclassification, or otherwise) any new class or series of equity security having rights, preferences or privileges with respect to dividends, redemption or payments upon liquidation senior to or on a parity with any series of Preferred Stock or having voting rights other than those granted to the Preferred Voting Stock generally;