Ubiquity Inc. (fka UBIQ)

[jackPOTday]

On
December 31, 2014, effective March 31, 2015, the Company entered into a Share Exchange Agreement (the “Agreement”)
with Sponsor Me, Inc. (“Sponsor
Me”), a Nevada corporation, and a related party, which resulted in the acquisition
of 100% of the issued and outstanding equity securities of Sponsor Me. Pursuant
to the terms of the Agreement, the Company acquired
all of the outstanding capital stock of Sponsor Me from the Sponsor Me shareholders for an aggregate
purchase price of 3,878,467
shares, or 3.59% of the Company’s common stock. In addition, in connection with the transaction, the Company forgave notes
accounts/receivables due from Sponsor Me and SC Business, Inc., and members or SME management and SME consultants, who are also
members of Ubiquity
management, forgave approximately $3.2M in accrued salary and related payroll taxes. The Company recorded
the acquisition of the remaining non-controlling
interest as an equity transaction in accordance with Accounting Standards Codification
(“ASC”) 810.