OFFERING MEMORANDUM
qaZING, Inc.
A Delaware Corporation
Up to 19,000,000 Shares of
Common Stock
$0.28 per share Minimum Offering Amount: 200,000 shares

	qaZING, Inc., a Delaware corporation (hereinafter referred to as
the "Company", "We" or "Us"), is offering by means of this Offering
Memorandum a minimum of two hundred thousand (200,000) and a maximum of
nineteen million (19,000,000) shares of Common Stock ("Shares" or
"Securities") at an offering price of twenty eight cents ($0.28) per
Share to qualified investors ("Investors") who meet the investor
suitability requirements set forth herein (the "Offering"). The Shares
are being offered pursuant to Regulation A of the Securities Act of
1933, as amended (the "Securities Act"). The minimum purchase is thirty
five hundred (3,500) Shares for a minimum investment amount of $980,
subject to the Company"s right to accept a lesser amount.

	Each Investor must agree to purchase the Shares for investment purposes
only, and execute a Subscription Agreement, Investor Representation
Letter and Investor Rights Agreement in the form attached to this
Offering Memorandum.

	Proceeds from subscriptions for Shares will be held
by Continental Stock Transfer & Trust Company, as escrow agent, until
such time as a minimum amount of 200,000 Shares for gross proceeds of
$56,000 are sold (which may include Shares sold to management of the
Company in this Offering). In the event the Company does not sell the
minimum amount of 200,000 Shares for gross proceeds of $56,000 prior to
5:00pm EST on [12 months from commencement of offering], all amounts
will be returned to investors by the escrow agent without deduction,
interest or setoff. THESE SECURITIES ARE SPECULATIVE AND AN INVESTMENT
IN THE SHARES INVOLVES SUBSTANTIAL RISK.

PLEASE SEE THE SECTION TITLED "RISK FACTORS" FOR A DESCRIPTION OF RISKS
RELATING TO AN INVESTMENT IN THE COMPANY.

The date of this Offering Memorandum is [TBD]


Summary of Shares Offered


			   Number of Shares    Offering Price    Selling Commissions    Gross Proceeds to Company
                                                                    

Per Share      -                   $0.28             -                          -
Minimum Shares 200,000             $0.28             $0                         $56,000
Maximum Shares 19,000,000          $0.28             $0                         $5,320,000



While the Company currently intends for its management to sell the
Shares, it may, in its sole discretion, retain selling agents and
brokers to sell the Shares. In such event, the Company will be
responsible for any commissions or fees of such parties, and related
fees and expenses, which will reduce proceeds to the Company from this
Offering.


The proceeds to the Company will be reduced by the offering expenses,
including marketing expenses, legal fees, escrow agent fees and other
similar expenses. See "Sources and Uses" located elsewhere in this
Offering Memorandum for additional information.




qaZING, Inc. Attn: Shareholder Services 70 Main Street Suite 500
Peterborough, NH 03458 Telephone: (800) 892-3058 Facsimile: (888)
415-7832

TABLE OF CONTENTS

Important Notices 3
Summary of the Offering and Shares 7
The Company 11
Management & Contractors 12
Plan of Distribution 13
Sources and Uses 14
Capitalization & Indebtedness 16
Risk Factors 18
Related Party Transactions 27
How to Invest 26
Investor Suitability Requirements 29
Acceptance of Subscription by Company 30
Litigation 30
Taxation 30
Where You Can Find Additional Information 30

EXHIBITS

EXHIBIT A: UNAUDITED MANAGEMENT FINANCIAL STATEMENTS A1
EXHIBIT B: SUBSCRIPTION AGREEMENT B1

EXHIBIT C: INVESTOR RIGHTS AGREEMENT C1

IMPORTANT NOTICES

This Offering Memorandum ("Offering Memorandum") is being made available
to you solely for the purpose of evaluating the specific transaction
described herein. This information shall not be photocopied, reproduced
or distributed to others without the prior written consent of qaZING,
Inc. ("Company"). If you determine not to purchase any of the Shares
offered hereby, you will promptly return or destroy all material
received in connection herewith without retaining any copies.

DISCLAIMERS

THE SHARES OFFERED HEREBY IN THIS OFFERING MEMORANDUM HAVE NOT BEEN
REGISTERED WITH, OR APPROVED, BY THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION, NOR HAVE SUCH SHARES OR THIS MEMORANDUM BEEN FILED
WITH OR REVIEWED BY THE ATTORNEY GENERAL OF ANY STATE OR THE SECURITIES
REGULATORY AUTHORITY OF ANY STATE. THIS OFFERING IS BASED ON THE
EXEMPTION FROM SUCH REGISTRATION AS SET FORTH IN RULE 506 OF REGULATION
D OF THE SECURITIES ACT OF 1933, AS AMENDED.

THE INVESTMENT DESCRIBED IN THIS MEMORANDUM INVOLVES RISKS, AND IS
OFFERED ONLY TO INDIVIDUALS WHO CAN AFFORD TO ASSUME SUCH RISK FOR AN
INDEFINITE PERIOD OF TIME AND WHO AGREE TO PURCHASE THE SHARES ONLY FOR
INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARD THE TRANSFER, RESALE,
EXCHANGE OR FURTHER DISTRIBUTION THEREOF. THERE WILL BE NO PUBLIC MARKET
FOR THE SHARES ISSUED PURSUANT TO THIS OFFERING MEMORANDUM. THE RESALE
OF THE SHARES IS LIMITED BY FEDERAL AND STATE SECURITIES LAWS AND EACH
INVESTOR SHOULD BE PREPARED TO HOLD THE SHARES FOR AN INDEFINITE PERIOD
OF TIME. IT IS RECOMMENDED THAT EACH POTENTIAL INVESTOR SEEK COUNSEL
SHOULD IT DESIRE MORE INFORMATION ABOUT THE APPLICABLE TRANSFER
RESTRICTIONS.

THE PRICE OF THE SHARES AS DESCRIBED IN THIS OFFERING MEMORANDUM HAS
BEEN ARBITRARILY DETERMINED BY THE COMPANY, AND EACH PROSPECTIVE
INVESTOR SHOULD MAKE AN INDEPENDENT EVALUATION OF THE FAIRNESS OF SUCH
PRICE UNDER ALL THE CIRCUMSTANCES AS DESCRIBED IN THE ATTACHED OFFERING
MEMORANDUM.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION IN CONNECTION WITH THIS MEMORANDUM, EXCEPT SUCH
INFORMATION AS IS CONTAINED OR REFERENCED IN THIS MEMORANDUM. ONLY
INFORMATION OR REPRESENTATIONS CONTAINED OR REFERENCED HEREIN MAY BE
RELIED UPON AS HAVING BEEN MADE BY THE COMPANY. PROSPECTIVE INVESTORS
WHO HAVE QUESTIONS CONCERNING THE TERMS AND CONDITIONS OF THIS OFFERING
MEMORANDUM OR WHO DESIRE ADDITIONAL INFORMATION OR DOCUMENTATION TO
VERIFY THE INFORMATION CONTAINED HEREIN SHOULD CONTACT THE COMPANY.

NASAA Uniform Legend

In making an investment decision investors must rely on their own
examination of the Company and the terms of the Offering, including the
merits and risks involved, and whether this Offering meets your
objectives and risk tolerance level. The Shares have not been approved,
disapproved, endorsed or recommended by any federal or state securities
commission or regulatory authority. Furthermore, neither the foregoing
authorities nor any independent person has confirmed the accuracy or
truthfulness of this document, or whether it is complete. Any
representation to the contrary may be a criminal offense. These
Securities are being offered pursuant to an exemption from registration.
These securities are subject to restrictions on transferability and
resale and may not be transferred or resold except as permitted under
the Securities Act, and the applicable state securities laws, pursuant
to registration or exemption therefrom. Investors should be aware that
they may be required to bear the financial risks of this investment for
an indefinite period of time.

FOR RESIDENTS OF ALL STATES:

THE SHARES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF
ANY STATE AND ARE BEING OFFERED AND ARE BEING SOLD IN RELIANCE ON
EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
SUCH STATE LAWS. THE SHARES ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT
AS PERMITTED UNDER THE SECURITIES ACT AND SUCH LAWS PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM. OFFEREES SHOULD BE AWARE THAT THEY
MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME. THE SHARES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE
SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE
FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING
OR THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO
THE CONTRARY IS UNLAWFUL. THESE SECURITIES MAY BE SOLD ONLY TO
ACCREDITED INVESTORS.

FORWARD-LOOKING STATEMENTS

This Offering Memorandum contains certain "forward-looking statements"
within the meaning of Section 27A of the Securities Act and Section 21E
of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
All statements, other than statements of historical fact included in
this Offering Memorandum, including without limitation certain
statements included in the exhibits to this Offering Memorandum, may
constitute forward-looking statements. Forward-looking statements can
often (but not always) be identified by terminology such as "may,"
"will," "could," "anticipate," "believe," "estimate," "intend,"
"expect," and "continue," or variations thereof, and similar
expressions.

Although management of the Company believes that the expectations
reflected in such forward-looking statements are reasonable, it can give
no assurance that such expectations will prove to be correct. Important
factors that could cause actual results to differ materially from the
Company"s expectations ("cautionary statements") are disclosed in this
Offering Memorandum, including without limitation in conjunction with
the forward-looking statements included in this Offering Memorandum and
in the section of this Offering Memorandum entitled "Risk Factors," and
under the descriptions of the Company, its business and its business
plans. All subsequent written and oral forward-looking statements
attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by the cautionary statements set
forth herein. The Company disclaims any intention or obligation to
update any forward-looking statements, whether as a result of new
information, future events or otherwise.

PROJECTIONS OR FORECASTS CONTAINED IN THIS OFFERING MEMORANDUM, OR OTHER
MATERIALS, MUST BE VIEWED ONLY AS ESTIMATES. THE ACTUAL PERFORMANCE OF
THE COMPANY MAY DEPEND UPON FACTORS BEYOND THE CONTROL OF THE COMPANY.
NO ASSURANCE CAN BE GIVEN THAT THE COMPANY"S ACTUAL PERFORMANCE WILL
MATCH ITS INTENDED RESULTS.

REGULATION A OFFERING

* The Shares are being offered in reliance on an exemption from the
registration requirements of the Securities Act and are not required to
comply with specific disclosure requirements that apply to registration
under the Securities Act;

* Neither the Securities and Exchange Commission nor any state regulator
has passed upon the merits of or given its approval to the securities,
the terms of the offering, or the accuracy or completeness of any
offering materials;

* The Shares are subject to legal restrictions on transfer and resale
and investors should not assume they will be able to resell their
securities; and

* Investing in securities involves risk, and investors should be able to
bear the loss of their investment.

1. SUMMARY OF THE OFFERING AND SHARES THE FOLLOWING SUMMARY IS QUALIFIED
IN ITS ENTIRETY BY MORE DETAILED INFORMATION THAT MAY APPEAR ELSEWHERE
IN THIS OFFERING MEMORANDUM. EACH PROSPECTIVE INVESTOR IS URGED TO READ
THIS OFFERING MEMORANDUM AND ITS EXHIBIT IN THEIR ENTIRETY.

qaZING, Inc. (the "Company") was formed on September 10, 2015, as a
Delaware corporation. The Company has had very limited operations to
date. The Company is entering the business of providing a software
platform to support an on demand marketplace for service providers and
clients. For more information, see "The Company" elsewhere in this
Offering Memorandum.

1.1 OFFERING
The Company is offering (the "Offering") to investors ("Investors") up to
19 million (19,000,000) shares of Common Stock ("Shares") at a price of
twenty-eight cents ($0.28) per Share, payable in cash. The minimum purchase
is thirty five hundred (3,500) Shares for
a minimum investment amount of nine hundred
and eighty dollars ($980), subject to the Company"s right to accept a
lesser amount. The gross proceeds of the Offering will be a minimum of
fifty six thousand dollars ($56,000) and a maximum of five million,
three hundred and twenty thousand dollars ($5,320,000). While Company
currently intends for its management to sell the Shares, it may, in its
sole discretion, retain selling agents and brokers to sell the Shares.
In such event, the Company may be responsible for any commissions or
fees of such parties, and related fees and expenses. Proceeds from
subscriptions for Shares will be held by Continental Stock Transfer &
Trust Company, as escrow agent, until such time as a minimum amount of
two hundred thousand (200,000) Shares, for gross proceeds of $56,000 are
sold. In the event the Company does not sell the minimum amount of two
hundred thousand (200,000) Shares for gross proceeds of $56,000 (which
may include Shares sold to management of the Company in this Offering)
prior to 5:00 pm EST 12 months from commencement of the offering, all
amounts will be returned to investors without deduction, interest or
setoff. The Company will use each increment of financing it receives,
starting with the minimum amount of $56,000 to extend the time and scale
of its operations.

1.2 SUMMARY TERMS
The following is a summary of material terms
applicable to the Shares and the Offering. The terms applicable to the
Shares are described in additional detail in Exhibit D: Investor Rights
Agreement and Exhibit E: Amended & Restated Certificate of
Incorporation, and this summary is qualified in its entirety by those
Exhibits.

The Offering

Issuer:
qaZING, Inc., a Delaware corporation (the "Company").

Securities:
Common Stock (the "Shares").

Minimum Offering Amount:
200,000 Shares
(which may include Shares sold to management of the Company in this
Offering) for gross proceeds of $56,000, prior to 5:00 pm EST on [12
MONTHS FROM COMMENCEMENT OF OFFERING].

Maximum Offering Amount:
19,000,000 Shares for gross proceeds of $5,320,000.

Offering Period:
The Offering will expire on [12 MONTHS FROM COMMENCEMENT OF
OFFERING] unless earlier terminated.

Price per Share:
Twenty eight cents ($0.28) per Share

Eligible Investors:
The Offering of Shares is only open to citizens of the United States.

Management Participation:
Management of the Company
reserves the right, but has no obligation to, purchase up to four
hundred thousand (400,000) Shares of the Company in this Offering for
investment purposes on the same terms as other Investors.

Escrow:
Proceeds of the sale of the Shares will be held by Continental Stock
Transfer & Trust Company, as escrow agent, until such time as the
Company has accepted subscriptions for the minimum offering amount of
Shares. In the event the Company has not received proceeds from the sale
of Shares for the minimum offering amount prior to expiration of the
Offering Period, all proceeds from the sale of the Shares will be
returned to investors by the Escrow Agent without deduction, interest or
setoff.

The Shares

Authorized Shares:
Sixty million (60,000,000) Shares, from which amount
shall be issued those Shares sold in this Offering.

Redemption RIGHTS:
The Company shall have the right to repurchase Shares
at $.56 per share within 34 months of the final closing of this
Offering.

General Voting Rights:
Each Share will have the right to a
number of votes equal to the number of shares of Common Stock issuable
upon conversion of each such Share. The Shares will vote with the Common
Stock on all matters except as otherwise required by law.

Consent Rights:
So long as any of the Shares are outstanding, holders of at least 50% of
the Shares will be required for any action that (i) alters any provision
of the certificate of incorporation defining the rights, preferences,
privileges or powers of the Shares if it would adversely alter the
rights, preferences, privileges or powers of the Shares (it being
expressly agreed that authorization and issuance of a new class of
security, whether senior or junior to the Shares, shall not be deemed to
adversely alter the rights, preferences, privileges or powers of the
Shares); (ii) increases the authorized number of Shares; or (iii)
repurchases or redeems or pays any dividend on any capital stock prior
to the Shares, other than stock repurchased from former employees or
consultants in connection with the cessation of their
employment/services.

Information Rights:
As soon as practicable following each fiscal year
end, the Company will make available management"s unaudited annual
financial statements to each holder of more than forty thousand (40,000)
Shares. Other shareholders may request such information pursuant to
Delaware Law. Each Investor must keep this information confidential. The
Company shall not be required to comply with any information rights in
respect of any Investor whom the Company reasonably determines to be a
competitor or an officer, employee, director or holder of more than ten
percent (10%) of a competitor. The information rights will terminate
upon the earlier of a change of control of the Company or an initial
public offering.

Transfer Restrictions:
The Shares will be restricted
securities and generally will not be transferrable unless subsequently
registered under the Securities Act or an exemption from such
registration is available. Subject to compliance with law, limited
exceptions will be made for (i) a transfer not involving a change in
beneficial ownership, (ii) transactions involving the distribution
without consideration of Shares to (x) a parent, subsidiary or other
affiliate of the holder that is a corporation or (y) any of its
partners, members or other equity owners, or retired partners, retired
members or other equity owners, or to the estate of any of its partners,
members or other equity owners or retired partners, retired members or
other equity owners, or (iii) transfers in compliance with Rule 144
under the Securities Act, as long as the Company is furnished with
reasonably satisfactory evidence of compliance with such Rule. The
Company may refuse any transfer, including a permitted transfer, if the
Company reasonably determines that, as a result of such transfer, the
Company would become subject to additional reporting requirements under
the Securities Act or the Securities Exchange Act of 1934, as amended.

IPO Standoff:
Holders of Shares will agree not to effect any transactions
with respect to any of the Company"s securities within 180 days
following the Company"s underwritten initial public offering, provided
that all officers, directors and 1% stockholders of the Company are
similarly bound.

Book-Entry Shares:
All Shares will be uncertificated and
recorded in book-entry format on the books and records of the Company,
except as otherwise required by law. The Company will act as its own
registrar and transfer agent in connection with this Offering. The
Company reserves the right to appoint a third party to act as registrar
and/or transfer agent.

Amendments & Waivers:
Except as required by law or
as set forth above, the rights, preferences, privileges and powers of
the Shares and the holders thereof, whether contained in the Amended &
Restated Certificate of Incorporation or the Investor Rights Agreement,
may be amended, modified, terminated, discharged or waived by holders of
a majority of the outstanding Shares.

Dispute Resolution:
The Subscription Agreement and Investor Rights Agreement will be governed by
New York law. Any dispute, controversy, or claim arising out of such
agreements shall be settled by binding arbitration pursuant to the
Commercial Rules then in effect of the American Arbitration Association.
The arbitration proceeding shall be held in New Hampshire, or any other
location mutually agreed upon by the parties. Each party shall bear its
own costs and expenses of such arbitration.

1.3 CLOSING. Until the minimum amount of 200,000 Shares for gross proceeds of
$56,000 have been sold (which may include Shares sold to management of the
Company in this Offering), all proceeds from the sale of Shares will be
held by Continental Stock Transfer & Trust Company, as escrow agent (the
"Escrow Agent"). After the minimum amount of 200,000 Shares for gross
proceeds of $56,000 is sold, all amounts held by the Escrow Agent will
be delivered to the Company and all subsequent proceeds from the sale of
Shares will be delivered directly to the Company without escrow. Please
see "Item 9, How to Invest", below, for documentation and payment
instructions. In the event the Company does not sell the minimum amount
of 200,000 Shares for gross proceeds of $56,000 prior to 5:00pm EST [12
MONTHS FROM COMMENCEMENT OF OFFERING], all amounts will be returned to
investors by the Escrow Agent without deduction, interest or setoff.

Closing and Termination of Offering.
The Shares will be offered and
closed only when a properly completed and signed Subscription Agreement
and Investor Rights Agreement are submitted by the Investor or his/her
representative and are received and accepted by the Company. The
Subscription Agreement as submitted by the Investor or his/her
representative shall be binding once the Company countersigns the
Subscription Agreement. The Shares will be maintained in book-entry
format, and notice of issuance of the Shares will be delivered to
accepted Investors shortly after the first closing, and thereafter
promptly after acceptance of a subscription by the Company. Investors
subscribing for the Shares may not withdraw or revoke their
subscriptions at any time prior to acceptance by the Company, except as
provided by applicable law. The Company reserves the right to reject any
subscription for Shares for any reason in its sole discretion.
The Company may close in whole or in part this Offering under any of the
following conditions:

* Upon reaching the minimum offering subscription amount of 200,000
Shares for gross proceeds of $56,000 (which may include Shares sold to
management of the Company in this Offering); or

* Upon reaching the maximum offering subscription amount of 19,000,000
Shares for gross proceeds of $5,320,000; or

* After the initial closing, the Company may continue to accept
subscriptions in subsequent closings until the maximum offering
subscription amount has been reached or the Offering is otherwise
terminated.

This Offering shall terminate at 5:00 pm New York City time on [12
MONTHS FROM COMMENCEMENT OF OFFERING], or such earlier date that the
Company may elect in its sole discretion (the "Offering Period"). In the
event the Company does not sell the minimum amount (which may include
Shares sold to management of the Company in this Offering) of 200,000
Shares for gross proceeds of $56,000 prior to expiration of the Offering
Period, all amounts will be returned to investors by the Escrow Agent
without deduction, interest or setoff.

1.4 USE OF PROCEEDS The net proceeds of the Offering will be used to
develop the Company"s beta system, test-market its beta system in an
initial small and limited market, hire additional employees and
contractors, test-market its systems in a mid-sized market, obtain
office space, market the Company"s services in a metropolitan area.
See "Sources and Uses" located elsewhere in this Offering Memorandum for
additional information.

2. THE COMPANY qaZING, Inc. (the "Company", "we" or "us") was formed on
September 10, 2015, as a Delaware corporation. The Company was founded
by PeoplesVC, Inc., a Delaware corporation formed on December 17, 2012.
Please see "Related Party Transactions" below. The Company filed an
Amended Certificate of Incorporation on November 3, 2015, to change its
name from "kaZING, Inc." to "qaZING, Inc." The Company is presently
headquartered at 70 Main Street, Suite 500, Peterborough, New Hampshire,
03458.

2.1 MARKET & OPERATIONS

The company is seeking to establish an on-demand software platform and
marketplace to help service providers and clients do business.

The principal mechanism for the use of this marketplace is anticipated
to be a computer application that is deployed on mobile devices. This
system will allow clients seeking a service to post their need (for
example, a client seeking someone to do yard work, run an errand,
perform at an event, tutor, provide technical support, etc.) , view
local service providers interested in providing help, and ultimately
select a service provider to provide service. The system would also
accommodate the billing and financial transactions electronically
without cash, checks, or other forms of physical world payment. Clients
would be able to rate providers, and providers would be able to rate
clients, creating a method of accountability in which clients and
providers who act politely and professionally are rewarded. The system
would include a website, mobile device application software, and central
server(s).

The Company believes there is an untapped need for this marketplace, and
that the advent of smartphones with built-in GPS capabilities makes this
product potentially very functional and practical.

2.2 THE COMPANY"S CURRENT OPERATIONS To date, the Company has had
extremely limited operations. It is actively developing website and a
mobile device software application to create its marketplace platform to
connect service providers with clients.

2.3 THE COMPANY"S PROSPECTIVE OPERATIONS
 The Company intends to develop its beta systems (Version .5)
and then test its marketing and its systems in a small market, likely
local to its headquarters in Peterborough, New Hampshire, USA.
The Company intends to learn from its experiences in its initial test
market, refine its software and marketing strategy and deploy its
marketing and systems into a slightly larger market. The Company plans
to continue this iteration of development, deployment, and learning and
ultimately test a large metropolitan market. These initial markets are
likely to be within the United States.

2.4 UNAUDITED FINANCIAL STATEMENTS
The Company has had very limited operations to date. Exhibit
A to this Offering Memorandum contains an unaudited management balance
sheet as of its inception on September 12, 2015. The balance sheet has
not been reviewed or passed upon by a certified public accountant or any
other person. The Company does not intend to update these financial
statements at any time after the Offering has been commenced.

2.5 SYSTEMS, SERVERS AND TECHNOLOGY

The Company has chosen to develop its web software platform utilizing
Microsoft"s .NET framework and Microsoft SQL-Server database structures.
The Company has chosen to develop its beta mobile applications in Phone
Gap, an open source compiler that allows a single set of source code to
be compiled to run on multiple mobile devices/operating systems, such as
Android" , iPhone", and Blackberry". While a multiple-platform compiler
such as Phone Gap does not generate code that is efficient and capable
as fully natively written code, the efficiencies of scale of a
multiple-platform compiler are a positive tradeoff during early
development. The Company"s content delivery systems and web servers are
currently hosted by Rackspace and GoDaddy.com, which provide content
delivery system security, servers, managed backup and support. The
Company"s development code utilizes cloud-based sub-version technologies
that offer managed version consistency and control.

3. MANAGEMENT & CONTRACTORS

As of the date of this Offering Memorandum, substantially all of the
Company"s software development operations are conducted using
independent contractors and software developers based outside the United
States. The Company utilizes geographically disbursed contractors to
manage costs and increase the scalability of its operations. Its website
development team includes contractors in Pakistan and India, its
marketing team includes contractors in the United States, Philippines
and Bangladesh, and its Server Administrators are located in India.
The Company intends to continue to utilize offshore resources and
contractors for its development. However, a portion of the proceeds of
this Offering are expected to be used to hire employees of the Company.

Management

Mr. Akhil Garland is the Company"s Chief Executive Officer, as well as
the Chief Executive Officer of PeoplesVC, Inc., the Company"s initial
investor. Mr. Garland holds a B.A. in mathematical sciences from
Connecticut College, which he received in 1985. Mr. Garland previously
was the Information Technology director for Community Care Systems,
Inc., an international healthcare company headquartered in Boston as
well as the IT Director for the Massachusetts College of Art in Boston.
Mr. Garland was founder and CEO of Essential.com (an internet energy and
communications marketplace that raised over $80 million in venture
capital financing), Garland Enterprises, Inc. (an internet publishing
business) and Utopia Living, Inc. (also doing business as
Book-A-Home-Now.com). Mr. Garland was a founder of Flying Networks, Inc.
(a company that manufactured insect traps). Mr. Garland founded
PeoplesVC, Inc. in December of 2012. In the past five years, Mr. Garland
was formerly a director of The Well Inc., a 501(c)(3) nonprofit,
CrowdfundVC, LLC, Wall + Main, Inc., PeoplesVC, Inc., PeoplesVC LLC,
CrowdfundVC, and International App Factory LLC. He is currently a
director and president of Utopia Living, Inc. As of the date of this
Offering Memorandum, Mr. Garland has not yet received any cash
compensation for his work for the Company. The Company currently intends
to pay Mr. Garland a monthly salary of $4,000 after the completion of
this Offering, which amount may be adjusted in the future depending on
the Company"s business, performance and operations. Board of Directors

The Company currently has two members of its Board of Directors: Mr.
Akhil D. Garland, and Mr. Jason N. Garland. Mr. Jason N. Garland has
served as the Director of Social Media for PeoplesVC, Inc. since 2012,
and is currently enrolled in the University of Vermont as an
undergraduate class member of 2016, with a double major in Mandarin and
Asian Studies, and a minor in Spanish and Mathematics. The Company may
increase the number of directors in the future.

Board of Advisors

The Company plans to have informal board of advisors who share ideas and
feedback about the Company"s direction with Mr. Garland. The board of
advisors will exercise no management authority over the Company and the
members of the board of advisors will owe no fiduciary or other duties
to the Company. The members of the board of advisors will receive stock
options issued pursuant to the Company"s 2015 Non- qualified Stock
Option Plan in exchange for their services. As of the date of this
Offering Memorandum, there are no members of the Company"s Board of
Advisors.

4. PLAN OF DISTRIBUTION The Shares will be offered to prospective
investors by the management of the Company and, if the Company"s
management deems it necessary, qualified licensed personnel, pursuant to
state and federal security laws, rules and regulations, as set forth
elsewhere in this Offering Memorandum. This Offering is made solely
through this Offering Memorandum, and all general solicitation and
advertising is qualified in its entirety by the content of this Offering
Memorandum. No person is authorized to engage in any general
solicitation of this Offering except as authorized in writing by the
Company. The Company and its management or other authorized personnel
will use their best efforts during the Offering Period to find eligible
Investors who desire to subscribe for the Shares in the Company. These
Shares are offered on an "all or none" basis with regard to the first
two hundred thousand (200,000) Shares, and on a "best efforts" basis
with regards to the remaining seventeen million (18,800,000) Shares.
Management of the Company reserves the right, but has no obligation to,
purchase up to four hundred thousand (400,000) Shares of the Company in
this Offering for investment purposes on the same terms as other
Investors, which amount will count toward the minimum investment. There
is no assurance that any or all of the Shares will be sold. In the event
that the Company does not sell the minimum amount of two hundred
thousand (200,000) Shares for gross proceeds of $56,000 (which may
include Shares sold to management of the Company in this Offering) prior
to 5:00pm EST 12 MONTHS FROM COMMENCEMENT OF OFFERING, all amounts will
be returned to investors by the Escrow Agent without deduction, interest
or setoff. The Company may reject subscriptions in its sole discretion
for any reason. The Offering Period will begin as of the date of this
Offering Memorandum and will close no later than 5:00 pm New York City
12 MONTHS FROM COMMENCEMENT OF OFFERING.

5. SOURCES AND USES The gross proceeds of the Offering to the Company
will be a minimum of fifty six thousand dollars ($56,000) and a maximum
of five million, three hundred and twenty thousand ($5,320,000).
However, the actual proceeds available to the Company will be reduced by
the expenses of the Offering, including the costs of preparing this
Offering Memorandum and the marketing, filing, printing, legal,
accounting and other fees and expenses related to the Offering. In
addition, although the Company currently intends to sell the Shares
through its officers and directors, who will not receive any additional
compensation for their efforts, the Company reserves the right to hire a
placement agent. Any such placement agent will be a registered broker
or dealer who is a member of the FINRA, and may receive commissions of
up to ten percent (10%) of the gross amount of the Shares sold (such
percentage to be determined in the Company"s discretion), in which case
the gross proceeds to the Company will be diminished by up to an
additional 10%. The amount of any such commissions, and the reduction in
proceeds available to the Company, will not be taken into account in
determining whether the minimum number of 200,000 Shares for gross
proceeds of $56,000 required to close the Offering have been sold. The
table below sets forth the use of proceeds for both the minimum and
maximum offering amounts assuming no placement agent and based upon the
Company"s current estimate of the Offering expenses and its operational
needs.


SOURCES


                  Minimum Amount      Percent of Proceeds (%)      Maximum Amount         Percent of Proceeds (%)

                                                                              
Gross Proceeds    $56,000             100%                         $5,320,000             100%





USES



                        Minimum Amount     Percent of Gross Proceeds(%)  Maximum Amount         Percent of Gross Proceeds (%)
                                                                                    

Offering Expenses
Legal                   $5,000             8.9%                          $27,000                0.5%
Marketing           $15,000            26.8%                         $150,000               2.8%
Other                   $10,000            17.9%                         $20,000                0.4%

Total Expenses          $25,000            44.6%                         $197,000               3.7%

Net Proceeds            $31,000            55.4%                         $5,123,000             96.3%

Operational Uses

Marketing               $5,200             16.77%                        $671,750               13.11%
Information Tech.       $15,750            50.81%                        $1,760,000             34.35%
Office & Utilities      $450               1.45%                         $90,900                1.77%
Wages & Benefits        $2,562             8.26%                         $1,330,750             25.98%
Equipment & Licenses    $4,250             13.71%                        $44,610                .87%
Professional Services   $1,425             4.6%                          $88,740                1.73%
Travel & Entertainment  $363               1.17%                         $45,450                .98%
Contingency         $1,000             3.23%                         $1,090,800             21.29%

Total Operational
Uses of Net Proceeds    $31,000            100.0%                        $5,123,000             100.0%



The Company initially expects to (but is not obligated to)
spend up to $5,200 to market the Offering. After the initial closing of
the Offering, depending on the success of the marketing efforts, the
Company reserves the right to commit an additional $1,436 to marketing
of the Offering for each $56,000 of subscriptions it accepts in excess
of $56,000. The total marketing spending for the Offering is not
expected to exceed $150,000.

Contingency represents a reserve of funds that management may use at
its discretion to pay for operational or offering expenses that exceed
management"s current estimates for such expenses or that are otherwise
not captured by the categories above. Assuming this Offering represents
a Qualified Financing for purposes of the Company"s Convertible Notes
(see "Capitalization & Indebtedness"Indebtedness"Convertible Notes"
located elsewhere in this Offering Memorandum), the Company reserves the
right to use the Contingency funds to repurchase the Convertible Notes
in accordance with their terms such that they do not automatically
convert into Shares in this Offering. If the Company raises the minimum
amount of $56,000 in the Offering, we currently expect this amount to
last for not more than four (4) months of operations; if we raise the
maximum amount of $5,320,000, we currently expect it to last us for not
more than a total of thirty-eight (38) months of operations.





6. CAPITALIZATION & INDEBTEDNESS 6.1 EQUITY CAPITALIZATION
The following table summarizes the capitalization of the Company as of
the date of this Offering Memorandum.


Equity Capitalization
>

		                       Common Shares          Options

                                                

PeoplesVC, Inc.                25,000,000



Other Investors

qaZING 2015 Stock Plan
(5,000,000 shares authorized)

Contractors                                           0

Board of Advisors                                     0

Reserved for issuance                                 5,000,000

Total                          25,000,000             5,000,000






As of the date of this Offering Memorandum, the Company has authorized
sixty million (60,000,000) shares of common stock, par value $0.001
("Common Stock") and twenty million (20,000,000) shares of preferred
stock, par value $0.001 ("Preferred Stock").

Common Stock

As of the date of this Offering Memorandum, 25,000,000 shares of Common
Stock have been issued, all of which are owned by PeoplesVC, Inc., a
Delaware corporation formed on December 17, 2012. In addition, as of the
date of this Offering Memorandum, there are also 5,000,000 shares of
un-issued Common Stock for the Company"s Stock Option Plan - .see below
under ""qaZING 2015 Non-qualified Stock Option Plan" for more
information.

Preferred Stock

As of the offering date, the Company has authorized 20,000,000 shares of
Preferred Stock. No Preferred Stock shares are currently outstanding.

qaZING Stock Plan

On September 18, 2015, the Company adopted the qaZING, Inc. 2015
Nonqualified Stock Option Plan, authorizing the grant of stock options
exercisable for up to 5,000,000 shares of Common Stock. As of the date
of this Offering Memorandum, no options to acquire up shares of Common
Stock are promised or outstanding relating to grants to advisors and
consultants of the Company. These grants vest over terms ranging from
two to four years subject to the grantee"s continued service to the
Company. In the event of a sale of all or substantially all of the
Company"s assets, or a merger, consolidation or other capital
reorganization or business combination transaction of the Company with
or into another corporation, entity or person, or another transaction
materially similar in effect, each outstanding option shall either be
(i) assumed or an equivalent option or right shall be substituted by
such successor corporation or a parent or subsidiary of such successor
corporation, or (ii) terminated in exchange for a payment of cash,
securities and/or other property equal to the excess of the fair market
value of the portion of the option that is vested and exercisable
immediately prior to the consummation of the corporate transaction over
the per share exercise price thereof.

6.2 INDEBTEDNESS

Line of Credit Agreement

On October 15, 2015, the Company entered into a $100,000 line of credit
agreement with PeoplesVC, Inc. (the "Line of Credit Agreement").
PeoplesVC, Inc., as of the offering date of this Offering Memorandum,
owns 25,000,000 shares of the Company"s common stock. Advances under the
Line of Credit Agreement bear interest at a rate of 3% per annum. Any
unpaid principal and interest amounts are due on December 1, 2016.
PeoplesVC, Inc. has the right to reject any request for an advance in
its sole discretion.

As of the date of this Offering Memorandum, $10,000 has been drawn under
the Line of Credit Agreement, however, the Company expects to draw some
or all of the funds available under the Line of Credit Agreement to fund
its operations and offering expenses during the pendency of this
Offering. The Company has no obligation to draw funds from the Line of
Credit Agreement.

7. RISK FACTORS

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. AN INDIVIDUAL
CONTEMPLATING INVESTMENT IN THIS OFFERING SHOULD GIVE CAREFUL
CONSIDERATION TO THE ELEMENTS OF THE RISK SUMMARIZED BELOW, AS WELL AS
THE OTHER RISK FACTORS IDENTIFIED ELSEWHERE IN THIS OFFERING MEMORANDUM.

RISKS RELATED TO THE COMPANY

The Company has a very limited history of operations.

qaZING, Inc. commenced operations September 12th, 2015. Accordingly, the
Company has an extremely limited history upon which an evaluation of its
prospects and future performance can be made. The Company"s proposed
operations are subject to all business risks associated with new
enterprises. The likelihood of the Company"s success must be considered
in light of the problems, expenses, difficulties, complications, and
delays frequently encountered in connection with the expansion of a
business, operation in a competitive industry, and the continued
development of advertising, promotions and a corresponding customer
base. There is a possibility that the Company could sustain losses in
the future. There can be no assurances that qaZING, Inc. will ever
operate profitably.

The Company is and will continue to be controlled by its initial
investor, PeoplesVC, Inc., and the interests of PeoplesVC, Inc. may
differ from yours.

PeoplesVC, Inc. currently owns one hundred percent (100%) of the issued
and outstanding Common Stock. Such ownership will enable PeoplesVC, Inc.
to continue to control the Company"s policies and affairs after this
Offering. Even if the maximum of nineteen million (19,000,000) Shares
are sold in this Offering and all shares of Common Stock reserved for
issuance under the Company"s 2012 PeoplesVC Non-qualified Stock Plan are
issued, and management does not purchase any Shares in the Offering,
PeoplesVC, Inc. will continue to hold voting power over a majority of
the Common Shares. In addition, the Company"s Chief Executive Officer,
Mr. Garland, is the sole member of the Board of Directors of the
Company. In addition, Mr. Garland, as of the date of this Offering
Memorandum, has a controlling interest in PeoplesVC, Inc. His voting
power will permit him to continue to remain the sole director after this
Offering, even if the other shareholders of the Company desire to remove
him. You should be aware that the interests of PeoplesVC, Inc., and its
controlling shareholder Mr. Garland, may differ from yours in material
respects. For example, if we encounter financial difficulties or are
unable to pay our debts as they mature, the interests of Mr. Garland
might conflict with your interests as an equity holder. Mr. Garland may
also have an interest in pursuing acquisitions, divestitures, financings
or other transactions that, in his judgment, could enhance his equity
investment, even though such transactions might involve risks to you as
an equity holder, including the incurrence of additional indebtedness.

The Company relies solely on Mr. Akhil Garland to manage its affairs.

Mr. Garland is the Company"s Chief Executive Officer and sole employee.
All decisions with respect to the management of the Company will be made
exclusively by Mr. Garland and any employees he may choose to hire. The
holders of Shares will not have the right or power to take part in the
management of the Company. Accordingly, no person should purchase Shares
unless he or she is willing to entrust all aspects of the management of
the Company to Mr. Garland and any employees he may choose to hire.
Mr. Garland is not currently bound to the Company by any employment
contract or other similar arrangement, nor has the Company purchased any
life insurance over Mr. Garland. The loss of Mr. Garland could have a
material adverse effect on the Company. Since we are not a public
company, we are not subject to the information delivery and internal
control requirements that are imposed upon public companies.

The Company will not have any securities registered under the Securities
Act. As a result, the Company will not file any periodic or other public
reports with the Securities and Exchange Commission or deliver proxy
statements or information statements in connection with stockholders"
meetings. In addition, the Company is not subject to the provisions of
the Sarbanes-Oxley Act of 2002 or the liability provisions of the
Exchange Act and officers of the Company are not required to publicly
certify the accuracy and completeness of any financial statements or
other information relating to the Company. As a result, your ability to
obtain information regarding Parent and its subsidiaries in the future
will be limited.

Similarly, there have been many recent legislative enactments, such as
the Sarbanes-Oxley Act of 2002, which impose new internal control
requirements upon public companies and have caused public companies to
implement changes in their corporate governance practices. These new
internal control requirements help to safeguard assets and prevent
inefficient use of assets and wrongdoing. However, since these
requirements are only imposed upon public companies and are very costly
to implement, it is most likely that we will not implement many or any
of these requirements. Therefore, our internal controls may not be as
strong as those of many public companies.

The Company may have a geographically dispersed workforce.

The Company may utilize offshore resources such as offshore software
developers, which, while providing significant cost savings as compared
to hiring comparable U.S. resources, could present additional risks as
it can be more difficult to manage costs and team members who are
located in remote locations. As of the date of this Offering Memorandum,
the Company"s website development team includes contractors in Pakistan
and India, its marketing team includes contractors in the United States,
Philippines and Bangladesh, and its Server Administrators are located in
India. The Company intends to continue to utilize offshore resources and
contractors for its development, for the advantages of both cost
reduction and scalability. The Company"s outsourced model offers the
advantages of cost and scale, but the disadvantages include the
challenges of communication and a sense of physical community. A
geographically dispersed workforce could yield poor results and
ultimately contribute to the failure of the Company.

RISKS RELATED TO THE COMPANY"S BUSINESS The Company expects the
providers that use its software marketplace to be Independent
Contractors, but local, state, or federal authorities could require them
to be classified as employees.

The Company"s proposed business plan provides for the Company to create
a software marketplace to connect clients seeking services with
providers seeking to earn money. Providers would not be employees
subject to employment tax, benefits, workman"s compensation insurance,
and instead would be classified as independent contractors, acting on
their own free will. Labor law and the determination of the
classification of workers centers around the concept of control " who
controls workers or providers that are offering services. Two main
categories of control are considered to be "behavioral control" and
"financial control." The Company"s business plan is to create a model
that minimizes behavioral and financial control of service providers
such that they would be classified as independent contractors. There can
be no assurance, however, that local, state, and/or federal agencies
will agree that the Company"s workers are indeed independent
contractors, and should the Company"s independent contractors be
required to be classified as employees, additional costs could be
incurred by the Company that cause its business model to fail.
The Company may be exposed to significant liability by operating as a
marketplace for services.

While the Company intends to create a free marketplace in which clients
seeking services can connect with, and pay service providers, it is
possible that inappropriate and/or illegal behavior by its marketplace
users, or accidents by its users, could cause personal damage or harm to
its marketplace users. Incidents like these could cause claims against
the Company and its management, and/or negative press, which could
disrupt or destroy its ability to operate profitably, causing it to
ultimately fail.

The Company"s business plan calls for expansion that may be more costly
and time-consuming than we anticipate.

Any expansion of operations the Company may undertake will entail risks.
Such actions may involve specific operational activities which may
negatively impact the Company. Consequently, investors must assume the
risk that (i) such expansion may ultimately involve expenditures of
funds beyond the resources available to the Company at that time, (ii)
management of such expanded operations may divert management"s attention
and resources away from its existing operations, (iii) such expansion
may require more time to complete than management forecasts, and (iv)
such expansion may require significant investment in regulatory
compliance, all of which may have a material adverse effect on the
Company"s present and prospective business activities. The Company may
not be able to develop a customer base and market acceptance.
While the Company believes it can develop a customer base through the
marketing and promotion of its website and corresponding mobile device
application technology, the inability of the Company to develop such a
customer base could have a material adverse effect on the Company.
Although the Company believes that its product matrix and its
interactive technologies will offer advantages over competitive
companies and products, no assurance can be given that our products and
website will attain a degree of market acceptance on a sustained basis
or that it will generate revenues sufficient for sustained profitable
operations. The Company faces substantial competition.

Competition for the Company is expected to come in many forms, including
existing errand-related companies such as TaskRabbit" and ThumbTack" ,
home-services companies such as AngiesList", virtual contractor sites
such as UpWork", vertical service providers such as Uber", will present
significant risks. There is the possibility that new competitors could
seize upon qaZING, Inc."s business model and produce competing products
or services with similar focus. Any of these new competitors could be
better capitalized than the Company or could execute their business
model more effectively, which could give them a significant advantage.
There is the possibility that the competitors could capture significant
market share of qaZING, Inc."s intended market. Mobile Device
Application Software is complex and the Company has little experience in
this activity. To date the Company has not produced any mobile device
application software. To the extent that the Company outsources
production of such software to third parties, the Company may lose
control over quality and consistency of production. These risks may have
a material adverse affect on the Company and require changes to the
business plan, revenue model and/or require us to obtain additional
financing sooner than expected.

The Company may face unanticipated obstacles to the execution of its
business plan, and its business plan may change significantly in the
future. Management believes that the Company"s chosen activities and
strategies are achievable in light of current economic and legal
conditions with the skills, background, and knowledge of the Company"s
principals and advisors. There can be no assurance, however, that the
Company"s proposed business plan is in fact achievable.
Management reserves the right to make significant modifications to the
Company"s stated strategies depending on future events. In such a case,
the Company"s business plans may change significantly, and among other
things we may enter new lines of business, eliminate existing or
proposed lines of business and/or change our revenue model.
The Company is dependent on its technology platform to operate its
business.

The Company will be dependent upon the successful and continuous
functioning of its website and related technology platforms in order to
operate its business. If the platform fails to perform as it has been
designed, or is subject to malware, viruses, bugs or other defects, the
Company may suffer operational, financial and reputational harm. If the
Company"s security measures are inadequate, customer financial
information may be compromised and the Company could be exposed to
material lawsuits and other claims. In addition, if the technology
platform fails to scale to handle a sufficiently large number of
transactions, the Company may not be able to operate profitably. Any
shortcomings in the technology platform could have material adverse
effect on the Company.

The Company may not be able to adequately protect its intellectual
property.

The Company does not currently have any registered intellectual
property. In certain cases, the Company may rely on trade secrets to
protect intellectual property, proprietary technology and processes that
the Company has acquired, developed or may develop in the future. There
can be no assurance that secrecy obligations will be honored or that
others will not independently develop similar or superior products or
technology. The protection of intellectual property and/or proprietary
technology through claims of trade secret status has been the subject of
increasing claims and litigation by various companies both in order to
protect proprietary rights as well as for competitive reasons even where
proprietary claims are unsubstantiated. The prosecution of proprietary
claims or the defense of such claims is costly and uncertain given the
uncertainty and rapid development of the principles of law pertaining to
this area. The Company, in common with other firms, may also be subject
to infringement or other claims by other parties with regard to the use
of intellectual property, technology information and data, which may be
deemed proprietary to others. The Company may be subject to risks
inherent to general economic conditions in the US and worldwide.

The financial success of the Company may be sensitive to adverse changes
in general economic conditions in the United States and worldwide, such
as recession, inflation, unemployment, and interest rates. Such changing
conditions could reduce demand in the marketplace for the Company"s
services.

RISKS RELATED TO THE OFFERING AND THE SHARES

The offering price for the Shares was determined arbitrarily by the
Company.

The offering price for the Shares being offered in the Offering was
arbitrarily determined by the Company and bears no relationship to the
assets, book value, earnings, or other established criteria of value.
In determine the offering price, such factors as the limited financial
resources of the Company, the nature of the Company"s assets, estimates
of the growth potential of the crowdfunding industry, the amount of
equity and voting control desired to be retained by the Company"s
existing equity holders, the amount of dilution to investors, and the
general conditions of the securities market, were considered.

The Shares are subject to transfer restrictions and are illiquid.

The Shares have not been registered under the Securities Act3, as
amended, or qualified or registered under the securities laws of any
state and, therefore, neither the Shares nor that the Common Stock that
they are convertible into may be resold unless such securities are
subsequently so registered or qualified or an exemption from such
registration is available. The Company does not intend to register the
Shares or the Common Stock under the Securities Act , as amended, or
under the laws of any state. Prospective Investors will be required to
represent in writing that they are purchasing the Shares for their own
account for long-term investment and not with a view towards resale or
distribution. The Company has no obligation to redeem or retire the
Shares, or pay any dividends on the Shares, at any time. Accordingly,
purchasers of Shares must be willing and able to bear the economic risk
of their investment for an indefinite period of time. It is unlikely
that Investors will be able to liquidate their investment in the event
of an emergency. It is not expected that there will ever be a public
market for the Shares because there will be only a limited number of
Shares offered and they are subject to restrictions on transferability.

The Shares are being offered pursuant to a newly available exemption
under the JOBS Act of 2012.

The Shares are being offered for sale in reliance upon a newly effective
exemption under title IV of the JOBS Act. This exemption permits an
issuer to engage in general solicitation or general advertising of the
offering and selling of securities pursuant to Rule Regulation A. We
believe that this Offering is one of the first offerings to take
advantage of this exemption. If we have incorrectly interpreted any
provision of Rule Regulation A or the applicable related securities
laws, or if retroactive regulations are implemented that result in our
violation of the exemption, we may be required to offer rescission
rights for the Shares and our financial condition may be in jeopardy. If
any purchasers were to obtain rescission, the Company would face
significant financial demands, which could adversely affect the Company
as a whole, as well as the investments of any non-rescinding purchasers.
We may incur substantial indebtedness that could have a material adverse
effect on the Company. In addition to our $100,000 Line of Credit
Agreement, we may incur additional debt in the future to fund all or
part of our capital requirements. Any future debt obligations could:
* make it more difficult for us to satisfy our other obligations; *
require us to dedicate a substantial portion of any cash flow we may
generate to payments on debt obligations, which would cause losses and
reduce the availability of cash flow to fund working capital, capital
expenditures and other corporate requirements; * placing us at a
competitive disadvantage compared to our competitors with less
indebtedness * impede us from obtaining additional financing in the
future for working capital, capital expenditures, acquisitions and
general corporate purposes; and * make us more vulnerable in the event
of a downturn in our business prospects and limit the our flexibility
to plan for, or react to, changes in our business or industry. If we
were to fail in the future to make any required payment pursuant to the
Line of Credit Agreement or under other agreements governing
indebtedness we may undertake, we may be forced to go out of business
and seek protection under bankruptcy laws, which could harm our future
operations and overall financial condition and could lead to the loss of
your entire investment in our Company. Investors in the Shares will have
limited ability to affect how we conduct our operations. Investors in
the Shares will have no right to direct how we conduct our operations.
However, under specific circumstances relating to (i) amendments to our
certificate of incorporation that alter any provision defining the
rights, preferences, privileges or powers of the Shares in a manner
adverse to the Shares (it being expressly agreed that authorization and
issuance of a new class of security, whether senior or junior to the
Shares, shall not be deemed to adversely alter the rights, preferences,
privileges or powers of the Shares); (ii) increases in the authorized
number of Shares; or (iii) certain repurchases or redemptions of
capital, or payment of any dividend on any capital stock prior to the
Shares, and under the limited circumstances required by Delaware law,
the holders of the Shares will be entitled to vote as a class to approve
such matters. This limited list of circumstances does not cover every
action that could be taken by the Company that would be adverse to
Investors in the Shares. Holders of a majority of the Shares may grant
waivers, amend rights and/or approve matters that adversely affect your
interest in the Shares. The rights of holders of the Shares are set
forth in the Company"s Investor Rights Agreement (Exhibit D) and
Certificate of Incorporation (Exhibit E). The rights, preferences,
privileges or powers pertaining to the holders of the Shares as set
forth in these documents may generally be amended, waived or modified by
holders of a majority of the outstanding Shares. Any such amendment,
waiver or modification, and any consent as described above under ""
Investors in the Shares will have limited ability to affect how we
conduct our operations," will be approved by the holders of at least 50%
of the outstanding Shares. This means that other holders of the Shares
may approve a decision that you disagree with, and you will be bound by
their decision. In the event that one or a group of individuals acquires
control over 50% of the outstanding Shares, they will be able to grant
these approvals without any prior meeting, notice or vote by you.
Management of the Company may purchase Shares in the Offering, and their
interests may be different from yours. Management of the Company
reserves the right, but has no obligation to, purchase up to four
hundred thousand (400,000) Shares of the Company in this Offering for
investment purposes on the same terms as other Investors. To the extent
management of the Company purchases any Shares, they will be entitled to
participate in any series or class vote of the Shares, and their
interests may be different from the interests of outside Investors. We
have not paid dividends in the past and do not expect to pay dividends
in the future. Although the Shares are entitled to receive dividends on
the Common Stock , we have never paid cash dividends on our Common Stock
and do not anticipate doing so in the foreseeable future. The payment
of dividends on our Common Stock will depend on earnings, financial
condition and other business and economic factors affecting us at such
time as our board of directors may consider relevant. If we do not pay
dividends, our Common Stock may be less valuable because a return on
your investment will only occur if our stock price appreciates. Future
issuance of preferred stock could adversely affect the holders of common
stock and the Shares.

The Company may in the future issue one or more new series of preferred
stock that have rights that are on parity with or senior to those of the
Shares. Any such issuance would result in dilution to the holders of the
Shares, including from both an economic and voting perspective. The
interests of investors in new preferred shares may be different from
yours, and there can be no assurance that the number of preferred shares
issued in the future will not outnumber the Shares, such that the Shares
represent a minority of the preferred shares. In such a case, your
interest in the Company could be materially adversely affected.
In addition, a new issuance of preferred stock could be used, under
certain circumstances, as a method of discouraging, delaying or
preventing a change in control of the company or, alternatively,
granting the holders of preferred stock rights that would entrench
management. In doing so, management would be able to severely limit the
rights of stockholders to elect the board of directors, and could limit
potential liquidity opportunities for your Shares. We cannot assure you
that a change in control, public offering or other future liquidity
event will occur or that, if such a transaction occurs, you will be
allowed to participate therein and/or realize any return on your
investment. There are no assurances that the Company will engage in the
future in a change in control transaction, an initial public offering or
other event that would allow Investors to realize a return on their
investment. In addition, if and when any such liquidity event was to
occur, we are providing no assurances as to what the terms and
conditions of such liquidity event may be or whether you will be
entitled to participate (if at all) in such a liquidity event on the
same terms as senior management or any other stockholders of the
Company. Investor funds may be tied up for a substantial period and
subjected to risk in an escrow account.

Under the terms of the Offering, investors" funds may be held in escrow
until the expiration of this Offering , and then returned without
interest in the event there is no closing under the Offering or if your
subscription is not accepted. It is possible that Investors' funds may
be held in escrow for a considerable period of time, without interest or
other compensation.

The Investor"s funds will be held by Continental Stock Transfer & Trust
Company, as escrow agent, and will be invested or deposited by the
escrow agent in accounts in the escrow agent"s discretion. Investors"
funds may still be subject to risk of loss in the event that any such
investments or deposits do not retain their full value.

The Company"s capitalization is a risk.

Prior to this Offering, the Company was funded by PeoplesVC, Inc.
Independent of the amounts raised in this Offering the Company does not
have any other assets or operations available to apply to its operations
and existing obligations. The Company does have the right to borrow up
to $100,000 under its Line of Credit Agreement, although it expects to
draw some or all of these amounts during the pendency of this Offering.
If the Company raises the minimum amount of $56,000 in the Offering, we
currently expect this amount to last for not more than four (4) months
of operations; if we raise the maximum amount of $5,320,000, we
currently expect it to last us for not more than a total of thirty-eight
(38) months of operations. The actual amount of time that such funds
last may be less. Even if the Company raises the maximum amount in this
Offering, it may need to raise additional capital in the future to fund
its operations and proposed business, and there is no guarantee that it
will be able to do so.

Our Chief Executive Officer has broad discretion in the use of the
proceeds from this Offering.

The net proceeds from this Offering will be used for the purposes
described under "Use of Proceeds" and "Sources and Uses." The Company
has broad discretion to use the funds obtained from this Offering for
general working capital purposes, which may include purposes not
presently contemplated which the Company deems to be in the best
interests of the Company and its investors. As a result of the
foregoing, the success of the Company will be substantially dependent
upon the discretion and judgment of management with respect to
application and allocation of the net proceeds of this Offering.
Investors for the Shares offered hereby will be entrusting their funds
to the Company"s management, upon whose judgment and discretion the
investors must depend.

The Company may need to raise additional capital in the future, which
could dilute, subordinate or otherwise adversely affect your investment
in the Shares.

The Shares being offered hereby are being offered on an "all or none"
basis only with respect to the first two hundred thousand Shares of the
Offering, with the remaining seventeen million Shares being undertaken
on a strictly "best efforts" basis. If the Company raises the minimum
amount of $56,000 in the Offering, we currently expect this amount to
last for not more than four (4) months of operations; if we raise the
maximum amount of $5,320,000, we currently expect it to last us for not
more than a total of thirty-eight (38) months of operations. The actual
amount of time that such funds last may be less. Thereafter, we may need
to raise additional capital. Any equity financing may be dilutive to
equity holders, and debt financing, if available, would increase
expenses and may involve restrictive covenants and/or the grant of
security interests on our property. We may be required to raise
additional capital at times and in amounts that are uncertain. Under
these circumstances, if we are unable to acquire additional capital or
are required to raise it on terms that are less satisfactory than
desired, it may have a material adverse effect on our financial
condition. To the extent we need to raise additional capital, we may do
so in the near future, if conditions in the markets are favorable. Any
additional capital could take the form of public or private equity or
debt financing. Such financings may not be available to us on
commercially reasonable terms, or at all. If additional capital is
needed and either unavailable or cost prohibitive, we may need to change
our business plan or reduce or curtail operations. You should consult
your own tax and legal advisors concerning tax risks.
We urge each prospective Investor to consult with its own
representatives, including its own tax and legal advisors, with respect
to the federal (as well as state and local) income tax consequences of
this investment before purchasing any Shares. Prospective Investors
should not construe the information set forth in this Offering
Memorandum as providing any tax advice and this Offering Memorandum is
not intended to be a complete or definitive summary of the tax
consequences of an investment in the Shares. Prospective Investors are
advised to consult with their own tax counsel concerning the tax aspects
of the investment in the Shares. 8. RELATED PARTY TRANSACTIONS
On October 15, 2015 the Company entered into a Credit Line Agreement
with its initial investor PeoplesVC, Inc. The Company"s Chief Executive
Officer, Mr. Akhil Garland, owns, as of the commencement date of this
Offering, a majority interest in PeoplesVC, Inc. Board of Directors
member Mr. Jason N. Garland is the son of the Company"s Chief Executive
Officer, Mr. Akhil Garland.

Management of the Company reserves the right, but has no obligation to,
purchase up to four hundred thousand (400,000) Shares of the Company in
this Offering for investment purposes on the same terms as other
Investors. 9. HOW TO INVEST

An Investor who meets the qualifications as set forth in this Offering
Memorandum under "Investor Suitability Requirements" may subscribe for
at least the minimum purchase herein of thirty five hundred (3,500)
Shares (subject to the Company"s right to accept a lesser amount) for a
minimum aggregate purchase price of twenty-nine hundred and eighty
dollars($980) by carefully reading this entire Offering Memorandum and
by then completing and signing the Subscription Agreement, Accredited
Investor Representation Letter and the Investor Rights Agreement.
Please carefully read the attachments to this Offering Memorandum prior
to investing.

Exhibit A UNAUDITED MANAGEMENT FINANCIAL STATEMENTS: This exhibits
contains unaudited management balance sheets as at September 30, 2015,
and unaudited management income statements and cash flow statements for
the three-month periods ending September 30, 2015.

Exhibit B SUBSCRIPTION AGREEMENT: This contains complete instructions to
Investors and should be read in its entirety by the prospective investor
prior to investing. The Subscription Agreement must be signed by the
Investor. By signing the Subscription Agreement, Investor is agreeing to
purchase Shares and to immediately deliver the purchase price for such
Shares to the Escrow Agent, subject to the Company"s right to accept or
reject the subscription.

Exhibit C INVESTOR RIGHTS AGREEMENT: This agreement provides for certain
rights applicable to the holders of the Shares, including preemptive
rights and the right to receive annual unaudited financial statements.
The Investor Rights Agreement must be signed by the Investor.

The Company reserves the right to reject any request for purchase of
Shares for any reason. EXECUTION OF SUBSCRIPTION DOCUMENTS:
Once you receive access to executable Subscription Documents, they may
be signed electronically at http://www.qaZING.com, or another designated
website or portal. Alternatively, you may send signed paper copies of
the Subscription Documents to: qaZING, Inc. Attn: Investor Resources 70
Main Street, Suite 500 Peterborough, NH 03458 Telephone: 800-892-3058
Facsimile: (888) 415-7832 Once you sign the Subscription Documents, your
request for subscription may not be revoked or modified. However, your
subscription will not yet have been accepted by the Company, and the
Company reserves the right to refuse a subscription in its sole
discretion. See "Section 11: Acceptance of Subscription Agreement by the
Company" for more information. PAYMENT: All funds for the purchase of
Shares must be delivered by check or wire transfer to Continental Stock
Transfer & Trust Company, as Escrow Agent, concurrently with the
execution of Investor"s Subscription Documents. The company will deliver
detailed payment instructions to you at the time it delivers your
executable Subscription Documents. In the event that the Company has
sold its minimum amount of 200,000 shares and is no longer using its
escrow agent for subsequent closes, the Company reserves the right to
accept payments, in addition to check or wire transfer, by credit card.
In the event that a purchaser chooses to pay by credit card, an
additional 3% courtesy/processing fee will be charged at the time of
sale.

ADDITIONAL INSTRUCTIONS FOR CERTAIN ENTITIES:

When you submit your executed Subscription Documents to the Company:

FOR CORPORATIONS. Include copy of Board resolution designating the
corporate officer authorized to sign on behalf of the corporation, a
Board resolution authorizing the investment, and financial statements.

FOR PARTNERSHIPS. Provide a complete copy of the partnership agreement,
Accredited Investor Representation Letter, and financial statements for
each General Partner.

FOR TRUSTS. Provide a complete copy of the instruments or agreements
creating the trust, as amended to date.

10. INVESTOR SUITABILITY REQUIREMENTS

10.1 INTRODUCTION

Potential Investors should have experience in making investment
decisions or such Investors should rely on their own tax consultants and
other qualified investment advisors in making this investment decision.
In order to invest in the Offering, a potential investor must satisfy
the general suitability standards described in Section 10.2 below.

10.2 GENERAL SUITABILITY

Each potential Investor will be required to represent, among other
things, the following by execution of a Subscription Agreement:

1. The Investor has such knowledge and experience in financial and
business matters and is capable of evaluating the merits and risks of an
investment in this Offering.

2. The Investor has the ability to bear the economic risk of this
investment, has adequate means to provide for his, her or its current
needs and personal contingencies, has no need for liquidity in this
investment and could afford the complete loss of the investment.

3. Investor is acquiring the Shares, for investment for its own account,
not as a nominee or agent, and not with the view to, or for resale in
connection with, any distribution thereof, and Investor has no present
intention of selling, granting any participation in, or otherwise
distributing the same.

4. The Investor"s overall commitment to invest in the Shares is not
disproportionate to his, her or its net worth and the investment in
these Shares will not cause such overall commitment to become excessive.

5. The Investor has read and understands this Offering Memorandum and
all its exhibits, and has had an opportunity to ask questions of the
Company and seek all additional information that he/she deemed necessary
or desirable prior to committing to this investment.

6. Investor has had an opportunity to ask questions of, and receive
answers from, the officers of the Company concerning the Subscription
Documents, the exhibits and schedules attached hereto and thereto and
the transactions contemplated by the Subscription Documents, as well as
the Company"s business, management and financial affairs, which
questions were answered to its satisfaction.

7. Investor acknowledges that the Shares must be held indefinitely
unless subsequently registered under the Securities Act or an exemption
from such registration is available.

8. Investor has reviewed the transactions contemplated by the Offering
Memorandum and the Subscription Documents with its own tax, accounting,
financial and legal advisors, including without limitation the U.S.
federal, state, local and foreign tax consequences of this investment.
With respect to such matters, Investor relies solely on such advisors
and not on any statements or representations of the Company or any of
its agents, written or oral.

10.3 NON-US INVESTORS

This Offering is only being targeted to residents and citizens of the
United States. This Offering is not open to investors outside the United
States where prohibited by law, including without limitation any law
that prohibits solicitation of investment for unregistered securities by
means of general solicitation. 10.3 NON-ACCREDITED INVESTORS

Both "accredited investors" (as defined in Rule 501(a) of the Securities
Act) and "non-accredited investors" will be permitted to invest in this
Offering.

11. ACCEPTANCE OF SUBSCRIPTION AGREEMENT BY THE COMPANY

The Investor Suitability Requirements referred to in this section
represent minimum requirements for potential Investors. Satisfaction of
these standards does not necessarily mean that the potential Investor"s
Subscription will be accepted by the Company. The Company may, in fact,
modify such requirements as circumstances dictate. All Subscription
Agreements submitted by potential Investors will be reviewed by the
Company to determine the suitability of the potential Investor in this
Offering. The Company may, in its sole discretion, refuse a subscription
in this Offering to any potential Investor who does not meet the
applicable Investor Suitability Requirements, who otherwise appears to
be an unsuitable Investor in this Offering, or for any other reason. The
Company will not necessarily review or accept a Subscription Agreement
in the sequential order in which it is received. No subscription shall
have been accepted until such time as payment has been received by the
Escrow Agent, all signed Subscription Documents shall have been
delivered to the Company, and the Company shall have delivered a
countersigned subscription agreement to you.

12. LITIGATION There are no lawsuits pending, or to the best knowledge
of the Company and its management, no legal actions are contemplated or
threatened, against the Company and/or its management. 13. TAXATION The
Company is not providing any information or advice with respect to the
taxation of an investment in the Shares. The tax consequences to any
Investor will depend upon the particular situation of that Investor.
You are strongly encouraged to consult a tax advisor prior to entering
into a Subscription Agreement for the Shares.

14. WHERE YOU CAN FIND ADDITIONAL INFORMATION Reference materials
described in this Offering Memorandum are available for inspection at
the office of the Company during normal business hours.
Representatives of the Company will also answer all inquiries from
potential Investors concerning the Company and any matters relating to
its proposed operations or present activities. The Company will afford
potential Investors and their representatives the opportunity to obtain
any additional information reasonably necessary to verify the accuracy
or the source of any representations or information contained in this
Offering Memorandum. All contracts entered into by the Company are
subject to modifications and the Company may make any changes in any
such contracts as deemed appropriate in its sole discretion. Such recent
amendments may not be circulated to Investors prior to the time of
closing this Offering. However, potential Investors and their
representatives may review such material or make inquiry of the Company
concerning any of these and any other matters of interest at the address
below:

qaZING, Inc. Attn: Shareholder Resources 70 Main Street, Suite 500
Peterborough, NH 03458 Telephone: 800-892-3058 Facsimile: 888-415-7832

EXHIBIT A

Management"s Unaudited, Non-Reviewed Financial Statements

This exhibit contains an unaudited balance sheet on September 12, 2015,
at the time of the Company"s inception.


Management's Unaudited, Non-Reviewed Financial Statements



                                  
Assets:
   Current Assets
       Checking/Savings              $0.00

	   Total Checking/Savings        $0.00
   Total Current Assets              $0.00

   Fixed Assets
       Furniture and Equipment       $0.00

	   Total Fixed Assets            $0.00

Liabilities and Equity
       Current Liabilities
	      Accounts Payable           $0.00

		  Total Accounts Payable     $0.00

	   Total Current Liabilities     $0.00
	   Total Long Term Liabilities   $0.00

    Total Liabilities                $0.00

	Equity
	      Capital Stock              $0.00
		  Retained Earnings          $0.00

	Total Equity                     $0.00

Total Liabilities and Equity         $0.00



EXHIBIT B

THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER
JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON TRANSFERABILITY OF THE
SECURITIES DESCRIBED HEREIN. THE PURCHASE OF SECURITIES INVOLVES A HIGH
DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE
RISK OF THE LOSS OF THEIR ENTIRE INVESTMENT. qaZING, INC. COMMON STOCK
PURCHASE AGREEMENT

This Common Stock Purchase Agreement (this "Agreement") is made as of
_____________, 20__, by and among qaZING, Inc., a Delaware corporation
(the "Company"), and ____________________________ (the "Investor").
Authorization, Sale and Issuance of Common Stock

Authorization. The Company will, prior to the Initial Closing (as
defined below), authorize (a) the sale of up to 19,000,000 shares (the
"Shares") of the Company"s Common Stock, par value $0.0001 per share
(the "Common Stock Shares").

Sale and Issuance of Shares. Subject to the terms and conditions of this
Agreement, the Investor agrees to purchase, and the Company agrees to
sell and issue to the Investor ________________________ shares of Common
Stock at a cash purchase price of $0.28 per share for an aggregate
purchase price of $_________________ (the "Purchase Price"). The Company
is concurrently entering into purchase agreements with other investors,
and the sale and issuance of the Shares to each investor is a separate
sale and issuance. Once executed and delivered by Investor, this
Agreement is a binding obligation of Investor and, except as otherwise
required by law, is irrevocable by Investor. Closing Dates and Delivery

Closing. The purchase, sale and issuance of the Shares shall take place
at one or more closings (each of which is referred to in this Agreement
as a "Closing"). The initial Closing (the "Initial Closing") shall take
place at the Company"s offices at 70 Main Street, 5th Floor,
Peterborough, NH at 9am local time on such date as the Company
determines in its sole discretion in accordance with Section 2.1(c) of
this Agreement.

If less than all of the Shares are sold and issued at the Initial
Closing, then, subject to the terms and conditions of this Agreement,
the Company may sell and issue at one or more subsequent closings (each,
a "Subsequent Closing") up to a total of nineteen million (19,000,000)
Shares (including those Shares sold in the Initial Closing) to such
persons or entities as may be approved by the Company in its sole
discretion in accordance with Section 2.1(c) of this Agreement; provided
that no Subsequent Closing shall occur after the expiration of the
Offering Period (defined below). Any such sale and issuance in a
Subsequent Closing shall be on the same terms and conditions as those
contained herein, and such persons or entities shall, upon execution and
delivery of the relevant signature pages, become parties to, and be
bound by, the Investors" Rights Agreement in substantially the form
attached hereto as Exhibit C (the "Rights Agreement," and together with
this Agreement, the "Agreements"), without the need for an amendment to
such Agreement except to add such person"s or entity"s name to the
appropriate exhibit to such Agreement, and shall have the rights and
obligations hereunder and thereunder, in each case as of the date of the
applicable Subsequent Closing. Each Subsequent Closing shall take place
at such date, time and place as shall be approved by the Company in its
sole discretion.

The Company may close in whole or in part or terminate this offering of
Shares under any of the following conditions:

1. Upon accepting subscriptions for the minimum offering subscription
amount of an aggregate of two hundred thousand (200,000) Shares for
gross proceeds of $56,000 (which may include Shares sold to management
of the Company in the Offering) prior to 5:00 pm New York City time
twelve months after the commencement of this offering. 2. Upon accepting
subscriptions for the maximum offering subscription amount of 19 million
(19,000,000) Shares for gross proceeds of $5,320,000 prior to 5:00 pm
New York City time on twelve months after the commencement of this
offering; or 3. After the Initial Closing, the Company may continue to
accept subscriptions for Shares in Subsequent Closings until the maximum
offering subscription amount has been reached or the offering is
otherwise terminated.

Except as set forth in clause (1) above relating to acceptance of the
minimum offering subscription amount, there are no other conditions to
the closing of the subscription. The offering shall terminate at 5:00 pm
New York City Time on twelve months after the commencement of this
offering, or such earlier date that the Company may elect in its sole
discretion (the "Offering Period").

Payment & Delivery. Concurrently with or prior to the execution of this
Agreement, the undersigned is delivering (or has delivered) to the
Company executed copies of the Rights Agreement and all other applicable
exhibits, attachments and related documents thereto (collectively with
this Agreement, the "Subscription Documents"). The undersigned,
simultaneously with the delivery of the Subscription Documents to the
Company, is delivering funds for the Purchase Price (assuming acceptance
of the full subscription amount) by (a) check payable to the Continental
Stock Transfer & Trust Company, as escrow agent for the Company (the
"Escrow Agent") in accordance with the Company"s instructions, (b) wire
transfer to the Escrow Agent in accordance with the Company"s
instructions, (c) cancellation of indebtedness to the Company or (d) in
the event that the Company has sold its minimum number of offering
shares and thereby elects not to use an escrow agent, by check payable
to qaZING, Inc., or (e) in the event that the Company has sold its
minimum number of offering shares and thereby elects not to use an
escrow agent, by bank wire transfer to an account of qaZING, Inc, (f) in
the event that the Company has sold its minimum number of offering
shares and thereby elects not to use an escrow agent, by credit card
into an account of qaZING, Inc, in which case a 3% additional
courtesy/processing fee will be charged, or (g) any combination of the
foregoing. In the event that payment by an Investor is made, in whole or
in part, by cancellation of indebtedness, then such Investor shall
surrender to the Company for cancellation at the Closing any evidence of
indebtedness or shall execute an instrument of cancellation in form and
substance acceptable to the Company. In the event the Company does not
sell the minimum amount (which may include Shares sold to management of
the Company in this offering) of 200,000 Shares for gross proceeds of
$56,000 prior to expiration of the Offering Period, all subscription
amounts previously delivered to the Escrow Agent will be returned to
investors by the Escrow Agent without deduction, interest or setoff.

The undersigned understands and agrees that the Company reserves the
right, exercisable in its sole discretion, to accept or reject any
subscription, in whole or in part, for any reason and that the
undersigned will be notified by the Company as promptly as practicable
as to whether his or its subscription has been accepted or rejected.
Subscriptions need not be accepted by the Company in the order received,
and the Shares may be allocated among subscribers. If the undersigned's
subscription is accepted, in whole or in part, by the Company, the
Company will execute this Agreement and return it to the undersigned. If
this subscription is rejected by the Company, either in whole or in
part, all funds, in the case of a rejection of the subscription in
whole, or those funds representing the amount of the subscription not
accepted by the Company, in the case of a rejection of the subscription
in part, will be returned to the undersigned as promptly as practicable
by the Escrow Agent. If this subscription is rejected in whole by the
Company, this Agreement shall be null, void and of no effect. The
undersigned does not have the right to withdraw or revoke his or its
subscription during the Offering period, except as provided by certain
state laws.

The Shares will be maintained on the books and records of the Company in
book-entry format. At the Closing, the Company will deliver to the
Investor a notice of issuance indicating that the share register of the
Company has been updated to reflect the number of Shares that the
Investor is purchasing in such Closing against payment of the Purchase
Price therefore. Representations and Warranties of the Company

The Company hereby represents and warrants to the Investors as follows:

Organization, Good Standing and Qualification. The Company is a
corporation duly organized, validly existing and in good standing under
the laws of the State of Delaware. The Company has the requisite
corporate power and authority to own and operate its properties and
assets, to carry on its business as presently conducted, to execute and
deliver the Agreements, to issue and sell the Shares and and to perform
its obligations pursuant to the Agreements. The Company is presently
qualified to do business as a foreign corporation in each jurisdiction
where the failure to be so qualified could reasonably be expected to
have a material adverse effect on the Company"s financial condition or
business as now conducted (a "Material Adverse Effect").

Capitalization. Immediately prior to the Initial Closing, the authorized
capital stock of the Company will consist of sixty million (60,000,000)
shares of Common Stock, of which twenty-five million (25,000,000) shares
will be issued and outstanding, five million are reserved for the
Company"s 2015 Stock Option Plan.

Immediately prior to the Initial Closing, the outstanding shares will
have been duly authorized and validly issued in compliance with
applicable laws, and are fully paid and nonassessable. Immediately prior
to the Initial Closing, the Company will have reserved:

(i) the Shares for issuance pursuant to this Agreement;

(ii) shares of Common Stock (as may be adjusted in accordance with the
provisions of the Restated Certificate) for issuance upon conversion of
the Shares; and (iii) five million (5,000,000) shares of Common Stock
authorized for issuance to employees, consultants and directors pursuant
to its qaZING, Inc. 2015 Non-Qualified Stock Option Plan.
The Shares, when issued and delivered and paid for in compliance with
the provisions of this Agreement, will be validly issued, fully paid and
nonassessable. The Shares will be free of any liens or encumbrances,
other than any liens or encumbrances created by or imposed upon the
Investors; provided, however, that the Shares are subject to
restrictions on transfer under U.S. state and/or federal securities laws
and as set forth herein and in the Rights Agreement. Except as set forth
in the Rights Agreement, the Shares are not subject to any preemptive
rights or rights of first refusal.

Authorization. All corporate action on the part of the Company and its
directors, officers and stockholders necessary for the authorization,
execution and delivery of the Agreements by the Company, the
authorization, sale, issuance and delivery of the Shares, and the
performance of all of the Company"s obligations under the Agreements has
been taken or will be taken prior to the Initial Closing. The
Agreements, when executed and delivered by the Company, shall constitute
valid and binding obligations of the Company, enforceable in accordance
with their terms, except (i) as limited by laws of general application
relating to bankruptcy, insolvency and the relief of debtors and (ii) as
limited by rules of law governing specific performance, injunctive
relief or other equitable remedies and by general principles of equity.

Compliance with Other Instruments. The Company is not in violation of
any material term of its Certificate of Incorporation or Bylaws, each as
amended to date, or, to the Company"s knowledge, in any material respect
of any term or provision of any material indebtedness, contract or
agreement to which it is party which would have a Material Adverse
Effect. To the Company"s knowledge, the Company is not in violation of
any federal or state statute, rule or regulation applicable to the
Company the violation of which would have a Material Adverse Effect. The
execution and delivery of the Agreements by the Company, the performance
by the Company of its obligations pursuant to the Agreements, and the
issuance of the Shares and the Conversion Shares, will not result in any
material violation of, or materially conflict with, or constitute a
material default under, the Company"s Certificate of Incorporation or
Bylaws, each as may be amended to date. Representations and Warranties
of the Investors

Investor hereby represents and warrants to the Company as follows:

No Registration. Investor understands that the Shares and the Conversion
Shares, have not been, and will not be, registered under the Securities
Act by reason of a specific exemption from the registration provisions
of the Securities Act, the availability of which depends upon, among
other things, the bona fide nature of the investment intent and the
accuracy of Investor"s representations as expressed herein or otherwise
made pursuant hereto. Investor understands that the Offering Memorandum
for the Shares, dated [TBD] (as it may be amended or supplemented from
time to time, the "Offering Memorandum") and Subscription Documents have
not been filed with or reviewed by the Securities and Exchange
Commission or the securities department of any state and no securities
administrator of any state or the federal government has recommended or
endorsed this Offering or made any finding or determination relating to
the fairness of an investment in the Company.

Investment Intent. Investor is acquiring the Shares, for investment for
its own account, not as a nominee or agent, and not with the view to, or
for resale in connection with, any distribution thereof, and Investor
has no present intention of selling, granting any participation in, or
otherwise distributing the same. Investor further represents that it
does not have any contract, undertaking, agreement or arrangement with
any person or entity to sell, transfer or grant participation to such
person or entity or to any third person or entity with respect to any of
the Shares. Investor will hold the Shares and Conversion Shares as an
investment and has no reason to anticipate any change in circumstances
or other particular occasion or event, which would cause Investor to
attempt to sell any of the Shares or Conversion Shares.

Investment Experience. Investor has substantial experience in evaluating
and investing in transactions of securities in early stage companies
similar to the Company and acknowledges that such Investor can protect
its own interests. Investor has such knowledge and experience in
financial and business matters so that Investor is capable of evaluating
the merits and risks of its investment in the Company.

Speculative Nature of Investment. Investor understands and acknowledges
that the Company has an extremely limited financial and operating
history and that an investment in the Company is highly speculative and
involves substantial risks. Investor confirms that the Company has not
(A) given any guarantee or representation as to the potential success,
return, effect or benefit (either legal, regulatory, tax, financial,
accounting or otherwise) of an investment in the Shares or (B) made any
representation to the undersigned regarding the legality of an
investment in the Shares under applicable legal investment or similar
laws or regulations. Investor can bear the economic risk of Investor"s
investment and is able, without impairing Investor"s financial
condition, to hold the Shares for an indefinite period of time and to
suffer a complete loss of Investor"s investment. Investor"s overall
commitment to invest in the Shares, which are not readily marketable, is
not disproportionate to his or its net worth and his or its investment
in the offering will not cause such overall commitment to become
excessive.

Review of Documents. Investor has received the Offering Memorandum and
the Subscription Documents. Investor has read and understands the
Offering Memorandum and Subscription Documents and the information
contained in those documents concerning the Company and this offering or
has caused his or its representative to read and examine the Offering
Memorandum and Subscription Documents. Without limitation of the
foregoing, the undersigned has read and understood the section in the
Offering Memorandum titled "Risk Factors."

Access to Data. Investor has had an opportunity to ask questions of, and
receive answers from, the officers of the Company concerning the
Subscription Documents, the exhibits and schedules attached hereto and
thereto and the transactions contemplated by the Subscription Documents,
as well as the Company"s business, management and financial affairs,
which questions were answered to its satisfaction. Investor believes
that it has received all the information Investor considers necessary or
appropriate for deciding whether to purchase the Shares. No oral or
written representations have been made or oral or written information
furnished to Investor or Investor"s advisors in connection with the
offering that were in any way inconsistent with this Agreement or the
Offering Memorandum. Investor understands that such discussions, as well
as any information issued by the Company, were intended to describe
certain aspects of the Company"s business and prospects, but were not
necessarily a thorough or exhaustive description. Investor acknowledges
that any business plans prepared by the Company have been, and continue
to be, subject to change and that any projections included in such
business plans or otherwise are necessarily speculative in nature, and
it can be expected that some or all of the assumptions underlying the
projections will not materialize or will vary significantly from actual
results. Investor also acknowledges that it is not relying on any
statements or representations of the Company or its agents for legal
advice with respect to this investment or the transactions contemplated
by the Agreements.

Competency; Residency. Investor, if an individual (A) has reached the
age of majority in the state in which he resides and (B) is a bona fide
resident and domiciliary (not a temporary or transient resident) of the
state set forth below his signature on the signature page hereof and has
no present intention of becoming a resident of any other state or
jurisdiction. Investor, if a partnership, corporation, limited liability
company, trust or other entity, was organized or incorporated under the
laws of the jurisdiction set forth below the signature made on its
behalf on the signature page hereof and has no present intention of
altering the jurisdiction of its organization, formation or
incorporation. If Investor resides or is organized outside the United
States, Investor represents that the offering and purchase of Shares
pursuant to the Offering Memorandum and Subscription Documents are not
prohibited by the laws of Investor"s jurisdiction of residency or
organization. If Investor has indicated on the signature page of this
Agreement that he, she or it is a foreign person, he, she or it agrees
to notify the Company in writing within sixty (60) days of becoming a
nonresident alien, foreign corporation, foreign partnership, foreign
trust, foreign estate or other foreign entity, as the case may be.

Rule 144. Investor acknowledges that the Shares must be held
indefinitely unless subsequently registered under the Securities Act or
an exemption from such registration is available. Investor is aware of
the provisions of Rule 144 promulgated under the Securities Act which
permit limited resale of shares purchased in a private placement subject
to the satisfaction of certain conditions, including among other things,
the existence of a public market for the shares, the availability of
certain current public information about the Company, the resale
occurring not less than one year after a party has purchased and paid
for the security to be sold, the sale being effected through a "broker"s
transaction" or in transactions directly with a "market maker" and the
number of shares being sold during any three-month period not exceeding
specified limitations. Investor understands that the current public
information referred to above is not now available and the Company has
no present plans to make such information available. Investor
acknowledges and understands that notwithstanding any obligation under
the Rights Agreement, the Company may not be satisfying the current
public information requirement of Rule 144 at the time the Investor
wishes to sell the Shares or the Conversion Shares, and that, in such
event, the Investor may be precluded from selling such securities under
Rule 144, even if the other requirements of Rule 144 have been
satisfied. Investor acknowledges that, in the event all of the
requirements of Rule 144 are not met, registration under the Securities
Act or an exemption from registration will be required for any
disposition of the Shares or the underlying Common Stock. Such Investor
understands that, although Rule 144 is not exclusive, the Securities and
Exchange Commission has expressed its opinion that persons proposing to
sell restricted securities received in a private offering other than in
a registered offering or pursuant to Rule 144 will have a substantial
burden of proof in establishing that an exemption from registration is
available for such offers or sales and that such persons and the brokers
who participate in the transactions do so at their own risk.

No Public Market. Investor understands and acknowledges that no public
market now exists for any of the securities issued by the Company and
that the Company has made no assurances that a public market will ever
exist for the Company"s securities.

Authorization; Delivery. Prior to or concurrently with the execution and
delivery of this Agreement, Investor has executed and delivered to the
Company each of the other Subscription Documents. Investor has all
requisite power and authority to execute and deliver the Subscription
Documents, to purchase the Shares hereunder and to carry out and perform
its obligations under the terms of the Subscription Documents. All
action on the part of the Investor necessary for the authorization,
execution, delivery and performance of the Subscription Documents, and
the performance of all of the Investor"s obligations under the
Subscription Documents, has been taken or will be taken prior to the
Closing. If Investor is a corporation, limited liability company,
partnership, trust or other entity, it is authorized and qualified to
make this investment in the Company and the person signing this
Agreement on behalf of such entity has been duly authorized by such
entity to do so. The Subscription Documents constitute valid and legally
binding obligations of the Investor, enforceable in accordance with
their terms except: (i) to the extent that the indemnification
provisions contained in this Agreement may be limited by applicable law
and principles of public policy, (ii) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium and other laws of
general application affecting enforcement of creditors" rights
generally, and (iii) as limited by laws relating to the availability of
specific performance, injunctive relief or other equitable remedies or
by general principles of equity.

No consent, approval, authorization, order, filing, registration or
qualification of or with any court, governmental authority or third
person is required to be obtained by the Investor in connection with the
execution and delivery of the Subscription Documents by the Investor or
the performance of the Investor"s obligations hereunder or thereunder.

If the undersigned is a corporation, limited liability company or
partnership, the person signing this Agreement on its behalf hereby
represents and warrants that the information contained in the
Subscription Documents completed by any shareholders of such
corporation, members of such limited liability company or partners of
such partnership is true and correct with respect to such shareholder,
member or partner (and if any such shareholder is itself a corporation,
limited liability company or partnership, with respect to all persons
having an equity interest in such corporation, limited liability company
or partnership, whether directly or indirectly) and that the person
signing this Agreement has made due inquiry to determine the
truthfulness and accuracy of the information contained in the
Subscription Documents.

Brokers or Finders. Investor has not engaged any brokers, finders or
agents, and neither the Company nor any other Investor has, nor will,
incur, directly or indirectly, as a result of any action taken by the
Investor, any liability for brokerage or finders" fees or agents"
commissions or any similar charges in connection with the Agreements.

Advisors. Investor has reviewed the transactions contemplated by the
Offering Memorandum and the Subscription Documents with its own tax,
accounting, financial and legal advisors, including without limitation
the U.S. federal, state, local and foreign tax consequences of this
investment. With respect to such matters, Investor relies solely on such
advisors and not on any statements or representations of the Company or
any of its agents, written or oral. The Investor understands that it
(and not the Company) shall be responsible for its own tax liability
that may arise as a result of this investment or the transactions
contemplated by the Agreements.

Agreement Subject to Acceptance. Investor understands that this
Agreement is subject to the Company"s acceptance and may be rejected by
the Company at any time in its sole discretion in whole or any part
prior to issuance of the Shares with respect to the Investor"s
subscription, notwithstanding prior receipt by the Investor of notice of
acceptance of the Investor"s subscription. The Company reserves the
right to withdraw the offering at any time. Investor acknowledges that
this Agreement shall become binding upon Investor when it is
countersigned by the Company and Investor is not entitled to cancel,
terminate, or revoke this subscription before or after acceptance by the
Company, except as otherwise provided in this Agreement or by applicable
state law.

Accuracy at Closing. Investor understands that unless Investor notifies
the Company in writing to the contrary at or before the Closing, each of
Investor"s representations and warranties contained in this Agreement
will be deemed to have been reaffirmed and confirmed as of the Closing
taking into account all information received by Investor.

No Bad Actors. Neither the Investor nor, to the extent it has them, any
of its shareholders, members, managers, general or limited partners,
directors, affiliates or executive officers (collectively with the
Investor, the "Investor Covered Persons"), are 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) that such
Investor has disclosed in full to the Company prior to the date of this
Agreement. The Investor has exercised reasonable care to determine
whether any Investor Covered Person is subject to a Disqualification
Event. The purchase of the Shares by the Investor will not subject the
Company to any Disqualification Event.

Legends. Investor understands and agrees that any certificates, notices
of issuance or book-entry annotations evidencing the Shares or the
Conversion Shares, or any other securities issued in respect of the
Shares or the Conversion Shares upon any stock split, stock dividend,
recapitalization, merger, consolidation or similar event, shall bear the
following legend (in addition to any legend required by the Rights
Agreement or under applicable state securities laws):

"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF
ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR
HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR
APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY HAS RECEIVED AN
OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE
COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED."
Survival & Indemnification

All representations, warranties and covenants of Investor contained in
this Agreement shall survive (i) the acceptance of the subscription by
the Company, (ii) changes in the transactions, documents and instruments
described in the Offering Memorandum and Subscription Documents which
are not material or which are to the benefit of Investor and (iii) the
death or disability of Investor. Investor hereby agrees to indemnify and
hold harmless the Company, its managers, shareholders, directors,
officers, employees, agents, attorneys and affiliates and each other
person, if any, who controls any thereof, within the meaning of Section
15 of the Act, against any and all loss, liability, claim, damage and
expense whatsoever (including, but not limited to, attorneys" fees and
any and all expenses reasonably incurred in investigating, preparing or
defending against any litigation commenced or threatened or any claim
whatsoever) arising out of or based upon any false representation or
warranty or breach or failure by Investor to comply with any covenant or
agreement made by Investor in this Agreement or in any other document
(including the Subscription Documents) furnished by Investor to any of
the foregoing in connection with this transaction. Miscellaneous

Amendment. Except as expressly provided herein, neither this Agreement
nor any term hereof may be amended, waived, discharged or terminated
other than by a written instrument referencing this Agreement and signed
by the Company and the Investor. Any such amendment, waiver, discharge
or termination effected in accordance with this paragraph shall be
binding upon each holder of any Shares purchased under this Agreement at
the time outstanding (including securities into which such Shares have
been converted or exchanged or for which such Shares have been
exercised) and each future holder of all such securities.

Notices. All notices and other communications required or permitted
hereunder shall be in writing and shall be mailed by registered or
certified mail, postage prepaid, sent by facsimile or electronic mail or
otherwise delivered by hand or by messenger addressed:

if to Investor, at the Investor"s address, facsimile number or
electronic mail address as shown in the Company"s records, as may be
updated in accordance with the provisions hereof; or if to the Company,
one copy should be sent to 70 Main Street, 5th Floor, Peterborough, NH
03458, Fax: (888) 415-7832, Attn: Chief Executive Officer, or at such
other address as the Company shall have furnished to the Investors.

With respect to any notice given by the Company under any provision of
the Delaware General Corporation Law or the Company"s charter or bylaws,
or under any of the Subscription Documents, Investor agrees that such
notice may be given by facsimile or by electronic mail. Each such notice
or other communication shall for all purposes of this Agreement be
treated as effective or having been given when delivered if delivered
personally, or, if sent by mail, at the earlier of its receipt or 72
hours after the same has been deposited in a regularly maintained
receptacle for the deposit of the United States mail, addressed and
mailed as aforesaid or, if sent by facsimile, upon confirmation of
facsimile transfer or, if sent by electronic mail, upon confirmation of
delivery when directed to the electronic mail address set forth on the
Schedule of Investors.

Governing Law; Arbitration. This Agreement shall be deemed to have been
made in the State of New York and any and all performance hereunder, or
breach thereof, shall be interpreted and construed pursuant to the laws
of the State of New York applicable to contracts wholly executed within
such state"s borders and without regard to conflict of laws rules
applied in State of York. Any dispute, controversy, or claim arising out
of or in connection with or relating to this Agreement or any breach or
alleged breach thereof (including any request for provisional relief),
shall be submitted to and settled by binding arbitration pursuant to the
Commercial Rules then in effect of the American Arbitration Association.
The arbitration proceeding shall be held in Peterborough, New Hampshire,
or any other location mutually agreed upon by the Parties. Each party
shall bear its own costs and expenses of such arbitration.

Expenses. The Company and the Investors shall each pay their own
expenses in connection with the transactions contemplated by this
Agreement.

Successors and Assigns. This Agreement, and any and all rights, duties
and obligations hereunder, shall not be assigned, transferred, delegated
or sublicensed by Investor without the prior written consent of the
Company. Any attempt by Investor without such permission to assign,
transfer, delegate or sublicense any rights, duties or obligations that
arise under this Agreement shall be void. Subject to the foregoing and
except as otherwise provided herein, the provisions of this Agreement
shall inure to the benefit of, and be binding upon, the successors,
assigns, heirs, executors and administrators of the parties hereto.

Entire Agreement. This Agreement, including the exhibits attached
hereto, constitute the full and entire understanding and agreement among
the parties with regard to the subjects hereof and thereof. No party
shall be liable or bound to any other party in any manner with regard to
the subjects hereof or thereof by any warranties, representations or
covenants except as specifically set forth herein or therein.

Further Assurances. Each party hereto shall execute and cause to be
delivered to each other party hereto such instruments and other
documents, and shall take such other actions, as such other party may
reasonably request (prior to, at or after the Closing) for the purpose
of carrying out or evidencing any of the transactions contemplated by
this Agreement.

Delays or Omissions. Except as expressly provided herein, no delay or
omission to exercise any right, power or remedy accruing to any party to
this Agreement upon any breach or default of any other party under this
Agreement shall impair any such right, power or remedy of such non-
defaulting party, nor shall it be construed to be a waiver of any such
breach or default, or an acquiescence therein, or of or in any similar
breach or default thereafter occurring, nor shall any waiver of any
single breach or default be deemed a waiver of any other breach or
default theretofore or thereafter occurring. Any waiver, permit, consent
or approval of any kind or character on the part of any party of any
breach or default under this Agreement, or any waiver on the part of any
party of any provisions or conditions of this Agreement, must be in
writing and shall be effective only to the extent specifically set forth
in such writing. All remedies, either under this Agreement or by law or
otherwise afforded to any party to this Agreement, shall be cumulative
and not alternative.

Severability. If any provision of this Agreement becomes or is declared
by an arbitrator of competent jurisdiction to be illegal, unenforceable
or void, portions of such provision, or such provision in its entirety,
to the extent necessary, shall be severed from this Agreement, and such
arbitrator will replace such illegal, void or unenforceable provision of
this Agreement with a valid and enforceable provision that will achieve,
to the extent possible, the same economic, business and other purposes
of the illegal, void or unenforceable provision. The balance of this
Agreement shall be enforceable in accordance with its terms.

Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be enforceable against the parties
actually executing such counterparts, and all of which together shall
constitute one instrument.

Electronic Execution and Delivery. A facsimile, telecopy or other
electronic reproduction of this Agreement may be executed by one or more
parties hereto and delivered by such party by facsimile or other
electronic transmission to which the signature (whether actual or
conformed) of or on behalf of such party can be seen. Such execution and
delivery shall be considered valid, binding and effective for all
purposes. At the request of any party hereto, all parties hereto agree
to execute and deliver an original of this Agreement as well as any
facsimile, telecopy or other reproduction hereof. (signature page
follows)

IN WITNESS WHEREOF, this Agreement is executed as of the date first
written above.

If the Investor is an INDIVIDUAL, complete the following:

Number of Shares subscribed for: _____________ (Purchase Price:
$________) The undersigned (circle one): [is] [is not] a citizen or
resident of the United States.

_________________________ _________________________ Print Name of
Individual: Print Name of Spouse if Shares are to be held in Joint Name
or are Community Property: _________________________
_________________________ Print Social Security Number: Print Social
Security Number of Spouse of Individual _________________________
_________________________ Signature of Individual Signature of Spouse if
Shares are to be held in Joint Name or are Community Property

Print Address of Residence: Print Telephone Number:
_________________________ ( ) ____ - ______ _________________________
_________________________

Print email contact address: _________________________

IN WITNESS WHEREOF, this Agreement is executed as of the date first
written above.

If the investor is PARTNERSHIP, CORPORATION, TRUST OR OTHER ENTITY,
complete the following:

Number of Shares subscribed for: _____________ (Purchase Price:
$_________) The undersigned (circle one) [is] [is not] a foreign
partnership, foreign corporation, trust or foreign estate (as defined in
the Internal Revenue Code of 1986, as amended, and the treasury
regulations promulgated thereunder). _________________________
_________________________ Print Name of Partnership, Corporation, Title
of Authorized Representative Trust or Entity:

_________________________ _________________________ Signature of
Authorized Representative Print Jurisdiction of Organization or
Incorporation _________________________ _________________________ Print
Name of Authorized Representative Print Federal Tax Identification
Number

Print Address: Print Telephone Number: _________________________ ( )
____ - ______ _________________________ _________________________

Print email contact address: _________________________

ACCEPTANCE

The terms of the foregoing Common Stock Purchase, including the
subscription described therein, are agreed to and accepted on this ____
day of ____________, 201__.

qaZING, Inc.

By: ___________________________________ Name: Title:

EXHIBIT C

qaZING, INC. INVESTORS" RIGHTS AGREEMENT

This Investors" Rights Agreement (this "Agreement") is made as of [
], 20__ by and among qaZING, Inc., a Delaware corporation (the
"Company") and the persons and entities (each, an "Investor" and
collectively, the "Investors") listed on Exhibit A hereto. Unless
otherwise defined herein, capitalized terms used in this Agreement have
the meanings ascribed to them in Section 1. RECITALS WHEREAS: Each
Investor is a party to a Common Stock Purchase Agreement of the Company
(the "Purchase Agreement") entered into concurrently with this
Agreement, and it is a condition to the closing of the sale of the
Common Stock (the "Shares") that each Investor and the Company execute
and deliver this Agreement.

NOW, THEREFORE: In consideration of the mutual promises and covenants
set forth herein, and other consideration, the receipt and adequacy of
which is hereby acknowledged, the parties hereto agree as follows: Right
of First Refusal Right of First Refusal to Significant Holders. The
Company hereby grants to each Investor who owns at least 100,000 Shares
or shares of the Company"s Common Stock issued upon conversion of the
Shares (the "Conversion Stock") (as presently constituted and subject to
subsequent adjustments for stock splits, stock dividends, reverse stock
splits and the like) (the "Significant Holders"), the right of first
refusal to purchase its pro rata share of New Securities (as defined in
this Section 1.1(a)) which the Company may, from time to time, propose
to sell and issue after the date of this Agreement. A Significant
Holder"s pro rata share, for purposes of this right of first refusal, is
equal to the ratio of (a) the number of shares of Common Stock owned by
such Significant Holder immediately prior to the issuance of New
Securities (assuming full conversion of the Shares and exercise of all
outstanding convertible securities, rights, options and warrants,
directly or indirectly, into Common Stock held by said Significant
Holder) to (b) the total number of shares of Common Stock outstanding
immediately prior to the issuance of New Securities (assuming full
conversion of the Shares and exercise of all outstanding convertible
securities, rights, options and warrants, directly or indirectly, held
by all security holders of the Company). "New Securities" shall mean any
capital stock (including Common Stock and/or preferred stock) of the
Company whether now authorized or not, and rights, convertible
securities, options or warrants to purchase such capital stock, and
securities of any type whatsoever that are, or may become, exercisable
or convertible into capital stock; provided that the term "New
Securities" does not include: the Shares and the Conversion Stock, or
securities issued or issuable as a dividend or distribution on preferred
stock of the Company; securities issued or issuable pursuant to the
conversion or exercise of warrants, options or any outstanding
convertible or exercisable securities; securities issued or issuable
pursuant to any event for which adjustment is made pursuant to paragraph
3(d), 3(e) or 3(f) of the Certificate of Incorporation of the Company;
securities issued or issuable pursuant to the acquisition of another
corporation by the Company by merger, purchase of substantially all of
the assets or other reorganization, provided, that such issuances are
approved by the Board of Directors of the Company;
securities issued or issuable to any joint venture or strategic
partnership or alliance counterparty or counterparties in connection
with any joint venture or strategic partnership or alliance of the
Company or any of its subsidiaries; securities issued or issuable to
banks, equipment lessors or other financial institutions, or to real
property lessors, pursuant to a debt financing, equipment leasing or
real property leasing transaction approved by the Board of Directors of
the Company; securities issued or issuable to officers, employees,
directors, consultants, placement agents, and other service providers of
the Company (or any subsidiary) pursuant to stock grants, option plans,
purchase plans, agreements or other employee stock incentive programs or
arrangements approved by the Board of Directors of the Company;
securities offered pursuant to a bona fide, firmly underwritten public
offering pursuant to a registration statement filed under the Securities
Act; securities of the Company which are otherwise excluded by the
affirmative unanimous vote of the Board of Directors of the Company; and
any right, option or warrant to acquire any security convertible into
the securities excluded from the definition of New Securities pursuant
to subsections (i) through (ix) above. In the event the Company proposes
to undertake an issuance of New Securities, it shall give each
Significant Holder written notice of its intention, describing the type
of New Securities, and their price and the general terms upon which the
Company proposes to issue the same. Each Significant Holder shall have
ten (10) calendar days after any such notice is mailed or delivered to
agree to purchase such Significant Holder"s pro rata share of such New
Securities for the price and upon the terms specified in the notice by
giving written notice to the Company, in substantially the form attached
hereto as Schedule 1, and stating therein the quantity of New Securities
to be purchased. In the event the Significant Holders fail to exercise
fully the right of first refusal within said ten (10) day period (the
"Election Period"), the Company shall have ninety (90) days thereafter
to sell or enter into an agreement (pursuant to which the sale of New
Securities covered thereby shall be closed, if at all, within ninety
(90) days from the date of said agreement) to sell that portion of the
New Securities with respect to which the Significant Holders" right of
first refusal option set forth in this Section 1.1 was not exercised, at
a price and upon terms no more favorable to the purchasers thereof than
specified in the Company"s notice to Significant Holders delivered
pursuant to Section 1.1(b). In the event the Company has not sold within
such ninety (90) day period following the Election Period, or such
ninety (90) day period following the date of said agreement, the Company
shall not thereafter issue or sell any New Securities, without first
again offering such securities to the Significant Holders in the manner
provided in this Section 1.1. The right of first refusal granted under
this Agreement shall expire upon, and shall not be applicable to the
first to occur of (x) the Company"s Initial Public Offering or (y) five
years after the date of this Agreement. Covenants of the Company

The Company hereby covenants and agrees, as follows: Basic Annual
Financial Information. The Company will furnish to each Investor who
owns at least 40,000 Shares, as soon as practicable after the end of
each fiscal year of the Company, management"s unaudited balance sheet of
the Company as at the end of such fiscal year, and unaudited statements
of income and cash flows of the Company for such year. Other
shareholders may request such information pursuant to Delaware Law.
Confidentiality. Anything in this Agreement to the contrary
notwithstanding, no Investor by reason of this Agreement shall have
access to any trade secrets or classified information of the Company.
The Company shall not be required to comply with any information rights
in respect of any Investor whom the Company reasonably determines to be
a competitor or an officer, employee, director or holder of more than
ten percent (10%) of a competitor. Each Investor acknowledges that the
information received by them pursuant to this Agreement may be
confidential and for its use only, and it will not reproduce, disclose
or disseminate such information to any other person (other than its
employees or agents having a need to know the contents of such
information, and its attorneys). Termination of Covenants. The covenants
set forth in this Section 2 shall terminate and be of no further force
and effect after the closing of the Company"s Initial Public Offering.

Restrictions on Transfer Restrictions on Transfer. The holder of each
certificate representing Securities (as defined below) (a "Holder") by
acceptance thereof agrees to comply in all respects with the provisions
of this Section 3.1. Each Holder agrees not to make any sale,
assignment, transfer, pledge or other disposition of all or any portion
of the Securities, or any beneficial interest therein, unless and until
(i) the transferee thereof has agreed in writing for the benefit of the
Company to take and hold such Securities subject to, and to be bound by,
the terms and conditions set forth in this Agreement, including, without
limitation, this Section 3.1 and Section 3.3, except for transfers
permitted under Section 3.1(b), and (ii) such Holder shall have given
prior written notice to the Company of such Holder"s intention to make
such disposition and shall have furnished the Company with a detailed
description of the manner and circumstances of the proposed disposition,
and, if requested by the Company, such Holder shall have furnished the
Company, at its expense, with an opinion of counsel, reasonably
satisfactory to the Company. Subject to compliance with law and Section
3.1(a), permitted transfers include (i) a transfer not involving a
change in beneficial ownership, or (ii) in transactions involving the
distribution without consideration of Securities by any Holder to (x) a
parent, subsidiary or other affiliate of Holder that is a corporation or
(y) any of its partners, members or other equity owners, or retired
partners, retired members or other equity owners, or to the estate of
any of its partners, members or other equity owners or retired partners,
retired members or other equity owners, or (iii) transfers in compliance
with Rule 144 under the Securities Act, as long as the Company is
furnished with evidence of compliance with such Rule reasonably
satisfactory to the Company; provided, in each case, that the Holder
thereof shall give written notice to the Company of such Holder"s
intention to effect such disposition and shall have furnished the
Company with a detailed description of the manner and circumstances of
the proposed disposition. The Company may refuse any transfer, including
a permitted transfer, if the Company reasonably determines that, as a
result of such transfer, the Company would become subject to additional
reporting requirements under the Securities Act or Exchange Act.
Each certificate or notice of issuance representing Securities shall
(unless otherwise permitted by the provisions of this Agreement) be
stamped or otherwise imprinted with a legend substantially similar to
the following (in addition to any legend required under applicable state
securities laws):

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES
LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER
THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR
AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH
OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH
THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS
SET FORTH IN AN INVESTORS" RIGHTS AGREEMENT, A COPY OF WHICH MAY BE
OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY.

The Holders consent to the Company making a notation on its records and
giving instructions to any transfer agent of the Securities in order to
implement the restrictions on transfer established in this Section 3.1.
The first legend referring to federal and state securities laws
identified in Section 3.1(c) hereof stamped on a certificate evidencing
the Securities and the stock transfer instructions and record notations
with respect to such Securities shall be removed and the Company shall
issue a certificate without such legend to the holder of such Securities
if (i) such Securities are registered under the Securities Act, or (ii)
such holder provides the Company with an opinion of counsel reasonably
acceptable to the Company to the effect that a public sale or transfer
of such Securities may be made without registration under the Securities
Act, or (iii) such holder provides the Company with reasonable
assurances, which may, at the option of the Company, include an opinion
of counsel satisfactory to the Company, that such Securities can be sold
pursuant to Rule 144 under the Securities Act. Rule 144 Reporting. With
a view to making available the benefits of certain rules and regulations
of the Commission that may permit the sale of the Securities to the
public without registration, the Company agrees to use its commercially
reasonable efforts to: Make and keep public information regarding the
Company available as those terms are understood and defined in Rule 144
under the Securities Act, at all times from and after ninety (90) days
following the effective date of the first registration under the
Securities Act filed by the Company for an offering of its Common Stock
to the general public; File with the Commission in a timely manner all
reports and other documents required of the Company under the Securities
Act and the Exchange Act at any time after it has become subject to such
reporting requirements; and So long as a Holder owns any Securities,
furnish to the Holder forthwith upon written request a written statement
by the Company as to its compliance with the reporting requirements of
Rule 144 (at any time from and after ninety (90) days following the
effective date of the first registration statement filed by the Company
for an offering of its Common Stock to the general public), and of the
Securities Act and the Exchange Act (at any time after it has become
subject to such reporting requirements), a copy of the most recent
annual or quarterly report of the Company, and such other reports and
documents so filed as a Holder may reasonably request in availing itself
of any rule or regulation of the Commission allowing a Holder to sell
any such Securities without registration. Market Stand-Off Agreement.
Each Holder hereby agrees that such Holder shall not sell or otherwise
transfer, make any short sale of, grant any option for the purchase of,
or enter into any hedging or similar transaction with the same economic
effect as a sale, of any Common Stock (or other securities) of the
Company held by such Holder (other than those expressly included in the
registration) during the one hundred eighty (180) day period following
the effective date of a registration statement of the Company filed
under the Securities Act (or such other period as may be requested by
the Company or an underwriter to accommodate regulatory restrictions on
(i) the publication or other distribution of research reports and (ii)
analyst recommendations and opinions), provided that: all officers and
directors of the Company and holders of at least one percent (1%) of the
Company"s voting securities are bound by and have entered into similar
agreements. The obligations described in this Section 3.3 shall not
apply to a registration relating solely to employee benefit plans on
Form S-l or Form S-8 or similar forms that may be promulgated in the
future, or a registration relating solely to a transaction on Form S-4
or similar forms that may be promulgated in the future. The Company may
impose stop-transfer instructions and may stamp each such certificate
with additional legends to reflect the foregoing restriction until the
end of such one hundred eighty (180) day (or other) period. Each Holder
agrees to execute a market standoff agreement with said underwriters in
customary form consistent with the provisions of this Section 3.3.
Definitions Certain Definitions. As used in this Agreement, the
following terms shall have the meanings set forth below: "Commission"
shall mean the Securities and Exchange Commission or any other federal
agency at the time administering the Securities Act. "Exchange Act"
shall mean the Securities Exchange Act of 1934, as amended, or any
similar successor federal statute and the rules and regulations
thereunder, all as the same shall be in effect from time to time.
"Initial Public Offering" shall mean the closing of the Company"s first
firm commitment underwritten public offering of the Company"s Common
Stock registered under the Securities Act. "Rule 144" shall mean Rule
144 as promulgated by the Commission under the Securities Act, as such
Rule may be amended from time to time, or any similar successor rule
that may be promulgated by the Commission. "Securities" shall mean (i)
shares of Common Stock issued or issuable pursuant to the conversion of
the Shares and (ii) any Common Stock issued as a dividend or other
distribution with respect to or in exchange for or in replacement of the
shares referenced in (i) above, required to bear the first legend set
forth in Section 3.1(c) hereof. "Securities Act" shall mean the
Securities Act of 1933, as amended, or any similar successor federal
statute and the rules and regulations thereunder, all as the same shall
be in effect from time to time.

Miscellaneous Amendment. Except as expressly provided herein, neither
this Agreement nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument referencing this Agreement
and signed by the Company and the Holders holding a majority of the
Common Stock issued or issuable upon conversion of the Shares issued
pursuant to a Purchase Agreement (excluding any of such shares that have
been sold to the public or pursuant to Rule 144); provided, however,
that Investors purchasing Shares in a Closing after the Initial Closing
(each as defined in the Purchase Agreement) may become parties to this
Agreement, by executing a counterpart of this Agreement without any
amendment of this Agreement pursuant to this paragraph or any consent or
approval of any other Holder. Any such amendment, waiver, discharge or
termination effected in accordance with this paragraph shall be binding
upon each Holder and each future holder of all such securities of
Holder. Each Holder acknowledges that by the operation of this
paragraph, the holders of a majority of the Common Stock issued or
issuable upon conversion of the Shares issued pursuant to a Purchase
Agreement (excluding any of such shares that have been sold to the
public or pursuant to Rule 144) will have the right and power to
diminish or eliminate all rights of such Holder under this Agreement.
Notices. All notices and other communications required or permitted
hereunder shall be in writing and shall be mailed by registered or
certified mail, postage prepaid, sent by facsimile or electronic mail or
otherwise delivered by hand or by messenger addressed: if to an
Investor, at the Investor"s address, facsimile number or electronic mail
address as shown in the Company"s records, as may be updated in
accordance with the provisions hereof; or if to the Company, one copy
should be sent to qaZING, Inc., 70 Main Street, Suite 500, Peterborough,
NH 03458. Fax: (888) 415-7832, Attn: Chief Executive Officer, or at such
other address as the Company shall have furnished to the Investors.

Each such notice or other communication shall for all purposes of this
Agreement be treated as effective or having been given when delivered if
delivered personally, or, if sent by mail, at the earlier of its receipt
or 72 hours after the same has been deposited in a regularly maintained
receptacle for the deposit of the United States mail, addressed and
mailed as aforesaid or, if sent by facsimile, upon confirmation of
facsimile transfer or, if sent by electronic mail, upon confirmation of
delivery when directed to the electronic mail address set forth on the
Schedule of Investors. Governing Law; Arbitration. This Agreement shall
be deemed to have been made in the State of New York and any and all
performance hereunder, or breach thereof, shall be interpreted and
construed pursuant to the laws of the State of New York applicable to
contracts wholly executed within such state"s borders and without regard
to conflict of laws rules applied in State of York. Any dispute,
controversy, or claim arising out of or in connection with or relating
to this Agreement or any breach or alleged breach thereof (including any
request for provisional relief), shall be submitted to and settled by
binding arbitration pursuant to the Commercial Rules then in effect of
the American Arbitration Association. The arbitration proceeding shall
be held in Peterborough, New Hampshire, or any other location mutually
agreed upon by the Parties. Each party shall bear its own costs and
expenses of such arbitration. Successors and Assigns. This Agreement,
and any and all rights, duties and obligations hereunder, shall not be
assigned, transferred, delegated or sublicensed by any Investor without
the prior written consent of the Company. Any attempt by an Investor
without such permission to assign, transfer, delegate or sublicense any
rights, duties or obligations that arise under this Agreement shall be
void. Subject to the foregoing and except as otherwise provided herein,
the provisions of this Agreement shall inure to the benefit of, and be
binding upon, the successors, assigns, heirs, executors and
administrators of the parties hereto. Entire Agreement. This Agreement
and the exhibits hereto constitute the full and entire understanding and
agreement between the parties with regard to the subjects hereof. No
party hereto shall be liable or bound to any other party in any manner
with regard to the subjects hereof or thereof by any warranties,
representations or covenants except as specifically set forth herein.
Delays or Omissions. Except as expressly provided herein, no delay or
omission to exercise any right, power or remedy accruing to any party to
this Agreement upon any breach or default of any other party under this
Agreement shall impair any such right, power or remedy of such non-
defaulting party, nor shall it be construed to be a waiver of any such
breach or default, or an acquiescence therein, or of or in any similar
breach or default thereafter occurring, nor shall any waiver of any
single breach or default be deemed a waiver of any other breach or
default theretofore or thereafter occurring. Any waiver, permit, consent
or approval of any kind or character on the part of any party of any
breach or default under this Agreement, or any waiver on the part of any
party of any provisions or conditions of this Agreement, must be in
writing and shall be effective only to the extent specifically set forth
in such writing. All remedies, either under this Agreement or by law or
otherwise afforded to any party to this Agreement, shall be cumulative
and not alternative. Severability. If any provision of this Agreement
becomes or is declared by a court of competent jurisdiction to be
illegal, unenforceable or void, portions of such provision, or such
provision in its entirety, to the extent necessary, shall be severed
from this Agreement, and such court will replace such illegal, void or
unenforceable provision of this Agreement with a valid and enforceable
provision that will achieve, to the extent possible, the same economic,
business and other purposes of the illegal, void or unenforceable
provision. The balance of this Agreement shall be enforceable in
accordance with its terms. Titles and Subtitles. The titles and
subtitles used in this Agreement are used for convenience only and are
not to be considered in construing or interpreting this Agreement. All
references in this Agreement to sections, paragraphs and exhibits shall,
unless otherwise provided, refer to sections and paragraphs hereof and
exhibits attached hereto. Counterparts. This Agreement may be executed
in any number of counterparts, each of which shall be enforceable
against the parties that execute such counterparts, and all of which
together shall constitute one instrument. Telecopy Execution and
Delivery. A facsimile, telecopy or other reproduction of this Agreement
may be executed by one or more parties hereto and delivered by such
party by facsimile or any similar electronic transmission device
pursuant to which the signature of or on behalf of such party can be
seen. Such execution and delivery shall be considered valid, binding and
effective for all purposes. At the request of any party hereto, all
parties hereto agree to execute and deliver an original of this
Agreement as well as any facsimile, telecopy or other reproduction
hereof. Termination Upon Change of Control. Notwithstanding anything to
the contrary herein, this Agreement (excluding any then-existing
obligations) shall terminate upon (a) the acquisition of the Company by
another entity by means of any transaction or series of related
transactions to which the Company 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 Company outstanding
immediately prior to such transaction continue to retain (either by such
voting securities remaining outstanding or by such voting securities
being converted into voting securities of the surviving entity), as a
result of shares in the Company held by such holders prior to such
transaction, at least fifty percent (50%) of the total voting power
represented by the voting securities of the Corporation or such
surviving entity outstanding immediately after such transaction or
series of transactions; or (b) a sale, lease or other conveyance of all
substantially all of the assets of the Company. Conflict. In the event
of any conflict between the terms of this Agreement and the Company"s
Certificate of Incorporation or its Bylaws, the terms of the Company"s
Certificate of Incorporation or its Bylaws, as the case may be, will
control. (Remainder of Page Intentionally Left Blank)

IN WITNESS WHEREOF, the parties hereto have executed this Investors"
Rights Agreement effective as of the day and year first above written.
qaZING, Inc. a Delaware corporation By:

Name: Akhil Garland

Title: Chief Executive Officer

IN WITNESS WHEREOF, the parties hereto have executed this Investors"
Rights Agreement effective as of the day and year first above written.

If the Investor is an INDIVIDUAL, complete the following:

_________________________ _________________________ Print Name of
Individual: Print Name of Spouse if Shares are to be held in Joint Name
or are Community Property: _________________________
_________________________ Signature of Individual Signature of Spouse if
Shares are to be held in Joint Name or are Community Property

IN WITNESS WHEREOF, this Agreement is executed as of the date first
written above. If the investor is PARTNERSHIP, CORPORATION, TRUST OR
OTHER ENTITY, complete the following:

_________________________ _________________________ Print Name of
Partnership, Corporation, Title of Authorized Representative Trust or
Entity:

_________________________ Signature of Authorized Representative
_________________________ Print Name of Authorized Representative

EXHIBIT A INVESTORS

SCHEDULE 1 NOTICE AND WAIVER/ELECTION OF RIGHT OF FIRST REFUSAL I do
hereby waive or exercise, as indicated below, my rights of first refusal
under the Investors" Rights Agreement dated as of _____________ (the
"Agreement"): Waiver of 10 Days" Notice Period in Which to Exercise
Right of First Offer: (please check only one) ( ) WAIVE in full, on
behalf of all Holders, the 10-day notice period provided to exercise my
right of first refusal granted under the Agreement. ( ) DO NOT WAIVE the
notice period described above. 1. Issuance and Sale of New Securities:
(please check only one) ( ) WAIVE in full the right of first refusal
granted under the Agreement with respect to the issuance of the New
Securities. ( ) ELECT TO PARTICIPATE in $__________ [PLEASE PROVIDE
AMOUNT] in New Securities proposed to be issued, representing less than
my pro rata portion of the aggregate of $[___________] in New Securities
being offered in the financing. ( ) ELECT TO PARTICIPATE in $__________
in New Securities proposed to be issued, representing my full pro rata
portion of the aggregate of $[____________] in New Securities being
offered in the financing. ( ) ELECT TO PARTICIPATE in my full pro rata
portion of the aggregate of $[_________] in New Securities being made
available in the financing and, to the extent available, the greater of
(x) an additional $__________ [PLEASE PROVIDE AMOUNT] or (y) my pro rata
portion of any remaining investment amount available in the event other
Significant Holders do not exercise their full rights of first refusal
with respect to the $[_____________] in New Securities being offered in
the financing. Date: ___________, 20__
______________________________________ Signature of Stockholder or
Authorized Signatory Title, if applicable This is neither a commitment
to purchase nor a commitment to issue the New Securities described
above. Such issuance can only be made by way of definitive documentation
related to such issuance. qaZING, Inc. will supply you with such
definitive documentation upon request or if you indicate that you would
like to exercise your first offer rights in whole or in part.

q a Z I N G , I n c . C o m m o n S t o c k O f f e r i n g 1

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