INVESTMENT

Up to 364,963 Shares of Class B Non-voting Common Stock, $1.37 per share

Offering Target Amount: 7,300 Shares of Class B Non Voting Common Stock ($10,001.00)

Offering Maximum Amount: 364,963 Shares of Class B Non Voting Common Stock ($499,999.31)

Minimum individual investment amount: 73 Shares ($100.01)

Maximum individual investment amount: 364,963 Shares ($499,999.31)

The following summary highlights selected information contained in the Offering Memorandum. This summary does not contain all of the information that may be important to you. You should read the more detailed information contained in the Offering Memorandum, including, but not limited to, the risk factors.

The Offering

Spendwith, Corp. (the “Company”) is offering up to one hundred thousand shares (364,963) shares of its Class B Non-Voting Common Stock on a “best efforts” basis. The offering may continue until the earlier of October 29, 2017 (which date may be extended at our option) or the date when all the shares have been sold. The shares will be priced at $1.37 per share.

Our target offering amount is Ten Thousand Dollars ($10,001.00). We will accept investments in excess of the target amount. Specifically, if we reach the target offering amount of $10,001.00, we may conduct the first of multiple closings of the offering early if we provide notice about the new offering deadline at least five (5) business days prior to such new offering deadline (absent a material change that would require an extension of the offering and reconfirmation of the investment commitment). Oversubscriptions will be allocated on a first come, first served basis.

In case of a material change in the offering, the investor must reconfirm the investment commitment. If an investor does not reconfirm their investment commitment after a material change, the investor's commitment will be cancelled and their funds returned.

Generally, the aggregate purchase price of the shares you buy in this offering may not exceed ten percent (10%) of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. We encourage you to review Rule 227 of Regulation Crowdfunding before you make any representation that your intended investment does not exceed applicable thresholds. For general information on investing, we encourage you to refer to www.investor.gov.

General Terms of the Offering

Issuer		Spendwith, Corp., a Delaware corporation.
Securities Being Offered		Class B Common Non-Voting stock, $0.01 par value per share.
Price Per Share		$1.37 per Share.
Minimum Offering Amount		7,300 Shares for gross proceeds of $10,001.00.
Maximum Offering Amount		364,963 Shares for gross proceeds of $499,999.31.
Offering Period		The Offering will expire on October 29, 2017, unless earlier closed or terminated.
Eligible Investors		The Offering of Shares is open to international investors.
Escrow		Proceeds of the sale of the Shares will be held by FundAmerica, as escrow agent, until such time as we have accepted subscriptions for the minimum offering amount of Shares. In the event we have not received proceeds from the sale of Shares for the minimum offering amount prior to the expiration of the Offering, no securities will be sold in the Offering, investment commitments will be canceled, and committed funds will be returned to Investors without deduction, interest or setoff.
Voting Rights		Each Share will be non-voting.
IPO Conversion		In the event that we close on an initial public offering (“IPO”) of our stock, outstanding shares of the Non-voting Common Stock will be converted into shares of the class or series of stock offered and sold in such IPO, subject to the requirement that each holder first enter into a customary market stand-off agreement.
Regulation A Exchange		In the event that we conduct an offering under Regulation A of the same class of securities or an equivalent class of securities offered and sold in the Offering, Investors will be required to exchange the Non-voting Common Stock for the securities offered and sold under such Regulation A offering.
Transfer Restrictions		The Shares may not be transferred by any purchaser of such securities for the one-year period following the closing unless under certain circumstances. Please see “Ownership and Capital Structure; Rights of the Securities—Transferability of securities” in the Offering Memorandum.
Book Entry Shares		All Shares will be uncertificated and recorded in book-entry form on the books and records of ITFT, except as otherwise required by law. We expect to engage a registered transfer agent prior to the closing of the Offering, but may, in our sole discretion, decide to act as our own registrar and transfer agent in connection with the Offering.
Dispute Resolution		The Subscription Agreement will be governed by the laws of the State of North Carolina. By signing the Subscription Agreement, each Investor submits to the exclusive jurisdiction of the federal or state courts located in North Carolina with respect to any suit, action or proceeding relating to the Offering.
Redemption RIGHTS:		The Company shall have the right to repurchase Shares at $1.65 per share within 34 months of the final closing of this Offering.

Closing and Termination of Offering

Until the minimum offering amount of Shares have been sold, all proceeds from the sale of Shares will be held by the escrow agent. After the minimum offering amount of Shares are sold and we determine, in our sole discretion, to conduct an initial closing of the Offering, we will provide notice about the new offering deadline at least five business days prior to the new offering deadline (absent a material change that would require an extension of the offering and reconfirmation of the investment commitment), after which time all amounts held by the escrow agent will be delivered to Spendwith, Corp. Thereafter, we may conduct additional closings until the final offering deadline up to the maximum offering amount. In the event we do not sell the minimum offering amount of Shares by the Offering Deadline, no securities will be sold in the Offering, investment commitments will be canceled, and committed funds will be returned.

The Shares will be offered and closed only when a properly completed and signed Subscription Agreement is submitted by each Investor or his/her representative and is received and accepted by us. The Subscription Agreement as submitted by each Investor or his/her representative shall be binding once Spendwith, Corp. countersigns the Subscription Agreement. The Shares will be maintained in book-entry form, and notice of issuance of the Shares will be delivered to accepted Investors shortly after the applicable closing.

Investors may cancel an investment commitment until 48 hours prior to the offering deadline. If an investor does not cancel an investment commitment before the 48-hour period prior to the offering deadline, the funds will be released to the issuer upon closing of the offering and the investor will receive securities in exchange for their investment.

Company	Spendwith, Corp.

Corporate Address	859 Spring ST NW Atlanta, GA 30308

Description of Business	A social impact technology company that provides an app for cultural shopping.

Type of Security Offered	Class B Non-voting Common Stock

Purchase Price of Security Offered	$1.37

Minimum Investment Amount (per investor)	$100.01

Additional Perks

$500 — A SHIRT! Who doesn't love company swag?

$1000 — Your name will be listed on our website as an original
Spendwith investor and the company swag.

$5000 — A "vision call" with the founders. Ask us anything and make your suggestions. Help shape the vision of Spendwith. (Yep, you get the shirt and original investor status too!)

A culture based peer-2-peer shopping app