SPENDSMART NETWORKS, INC.

$PENDSMART

Financial services, namely, providing trackable, reloadable pre-paid credit card services;$PEND SMART;

BILL MY PARENTS

Bill payment services provided through a website;

DIGITAL BIRTHDAY CLUB

Non-downloadable business software services, namely, the creation, set-up and management of non-downloadable software programs for businesses and merchants that provide for customized special rewards and offers to the public via mobile devices and on kiosks that are in the merchant business locations;

DIGITAL KARMA

Non-downloadable software services, namely, the creation, set-up, management and tracking of individualized and customized mobile marketing and advertising plans for businesses; the creation, set-up and management of merchant funded individualized and customized rewards and offers for merchants, offered on mobile devices and kiosks that are in the merchant business locations;

ENGAGE

Online educational business training courses; educational business consulting services;Online business training materials;Providing an interactive website via a mobile device or a kiosk in business merchant locations, offering coupons, rebates, discounts and special promotions of goods and services;Providing temporary use of non-downloadable business software in the nature of website building, media management and SMS; Providing website hosting and email hosting;

LOYALTY MASTERMINDS

Providing customized designs for sales and delivery of products and services across all media and platforms;Computer services, namely, hosting and support of software in the field of sales and delivery of products and services;

MASTERMINDS DIGITAL

Providing customized designs for sales and delivery of products and services across all media and platforms;DIGITAL;Computer services, namely, hosting and support of software in the field of sales and delivery of products and services;

MASTERMINDS DIGITAL

Providing educational business training courses online via text, video and audio; business consulting services;Online business training materials;Advertising and marketing services provided by means of indirect methods of marketing communications, namely, social media, search engine marketing, inquiry marketing, internet marketing, mobile marketing, blogging and other forms of passive, sharable or viral communications channels; Promoting the goods and services of others by providing an interactive web site that offers merchant funded coupons, rebates, discounts or special promotions and offers on goods and services provided by others, and which is accessible via mobile devices and kiosks that are in merchant locations; Planning, design, development, maintenance, tracking and reporting of customized online marketing activities and advertising for third parties;Providing temporary use of non-downloadable business software in the nature of proprietary web design, proprietary billing, proprietary invoice management, proprietary website audit, proprietary SMS, media management, proprietary Smart code, proprietary social media streams; Providing website hosting, website auditing and email hosting; technical support and training services; Computer services, namely, hosting and support of customized designs for the promotion, sales and delivery of products and services;

SMS MASTERMINDS

SMS MASTER MINDS;Non-downloadable software services, namely, the creation, set-up, management and tracking of individualized and customized mobile marketing and advertising plans for businesses; the creation, set-up and management of merchant funded individualized and customized rewards and offers for merchants, offered on mobile devices and kiosks that are in the merchant business locations;

SOCIALWISE

Credit and debit card services;SOCIAL WISE;

SPENDSMART

Magnetically encoded debit cards; magnetically encoded credit cards;Credit card and debit card services;SPEND SMART;

SPENDSMART

SPEND SMART;Non-downloadable software services, namely, the creation, set-up, management and tracking of individualized and customized mobile marketing and advertising plans for businesses; the creation, set-up and management of merchant funded individualized and customized rewards and offers for merchants, offered on mobile devices and kiosks that are in the merchant business locations;

SPENDSMART NETWORKS

Magnetically encoded debit cards; magnetically encoded credit cards;SPEND SMART NETWORK;Credit card and debit card services;NETWORKS;

SPENDSMART NETWORKS

SPEND SMART NETWORKS;Non-downloadable software services, namely, the creation, set-up, management and tracking of individualized and customized mobile marketing and advertising plans for businesses; the creation, set-up and management of merchant funded individualized and customized rewards and offers for merchants, offered on mobile devices and kiosks that are in the merchant business locations;NETWORKS;

THE SPENDSMART PAYMENTS COMPANY

Financial services, namely, providing trackable, reloadable pre-paid credit card services;THE SPEND SMART PAYMENTS COMPANY;PAYMENTS COMPANY;

THRIVE

Providing educational online business training courses via text, video and audio;Online business training materials;Providing temporary use of non-downloadable business software in the nature of proprietary web design proprietary invoice management, proprietary website audit, proprietary smart code, proprietary social media streams; providing website hosting, website auditing, and email hosting; providing technical training and support;