X0305 4 2012-03-30 0 0001355304 U-SWIRL, INC. SWRL 0001429549 CARTWRIGHT TERRY A 1175 AMERICAN PACIFIC DRIVE, SUITE C HENDERSON NV 89074 0 1 0 0 Chief Operating Officer Common Stock 99000 D Common Stock 2012-03-30 4 J 0 5000 A 155000 I By Gold Key Management Corp. Options (Right to Buy) 4.40 2012-06-30 Common Stock 31250 31250 D Class A Warrant (Right to Buy) 5.10 2008-04-18 2013-03-19 Common Stock 500 500 D Class B Warrant (Right to Buy) 10.20 2008-04-18 2013-03-19 Common Stock 1000 1000 D Class C Warrant (Right to Buy) 0.60 2015-10-13 Common Stock 12500 12500 D Options (Right to Buy) 0.42 2016-05-16 Common Stock 175000 175000 D Options (Right to Buy) 0.28 2016-11-17 Common Stock 59000 59000 D Class C Warrants are exercisable after they become separately quotable and redeemable at $0.05 per warrant, upon 30 days' written notice, at any time after the date on which the closing price of the common stock has equaled or exceeded $0.80 for five consecutive trading days. All of the options vested as of March 1, 2009. Options were granted as compensation. 50% of options vest on 5/16/2012 and the remaining 50% of options vest on 5/16/2013. Options granted as compensation. 29,500 options vest on 11/17/2012 with the remaining 29,500 options vesting on 11/17/2013. Shares granted as compensation. Terry A. Cartwright 2012-03-30