Wifi Wireless, Inc., Executive Summary

WIFI WIRELESS, INC., EXECUTIVE SUMMARY

WiFi Wireless, Inc., (OTCMKTS:WFWL) is a solutions provider in the wireless communications industry. The Company recently announced development of its WiFi Mobile Phone System known as “Powered by WiFi Wireless, Inc.” for all white label service offerings. The Company’s global mobile phone promises a third quarter 2016 launch with unlimited voice, text, data and other virtual soft phone services for I-Phone and Android. The first product offering for consumers is the U-Talk WiFi App and has a dynamic marketing plan involving celebrity fan base direct marketing via social media to tens of millions of fans and a target audience to attract subscribers to the service. The Company also has a division known as "WiFi My City" engaged in the development of municipal WiFi for cities in the United States, which is designed to support local business, law enforcement, fire, emergency response, education, ports, and railways. The “WiFi My City” plan also includes low cost essential services to underserved communities.

WIFI WIRELESS, INC. OFERING TERM SHEET

Company Name:WiFi Wireless, Inc.

Ticker:OTC:WFWL

Amount: $2,000,000

Type: Reg. D, 506 Private Placement of Convertible Notes

Security: Wifi Wireless, Inc. Corporate Debentures Sold in Units of $25,000

Term:3 Years or until earlier conversion (See “Conversion”)

Interest:7.5% per annum (Cumulative)

Units:80 Units of $25,000

Conversion:The Convertible Debentures shall Convert to Common Stock of the Company through the first of any of the following events:

(i.) There is an effective registration statement for the underlying shares from the private placement of the convertible notes with a Private Placement of Common Stock priced by a sponsoring broker dealer or investment bank in a Second Round Private Placement. The Notes would convert at a 20% discount to that Pricing. (For Example Only, If the Second Round Private Placement is Priced at $1.00 per share then the Investor in this First Round of Convertible Debentures would receive the equivalent of 100% of the principal amount of the Notes plus accrued interest at $.80 per share. That means that a $100,000 Investment in these Debentures in the first year would get the investor $107,500 worth of Common Stock, Free Trading at $.80 or 134,375 Free Trading Common Shares.)

Conversion:(ii.) through a merger or acquisition with another company also with accumulated principal and interest with a $20% discount to the price paid by the acquiring company. (The Acquisition Price Per Share) in the same manner as the example offered in Paragraph i. above.

(iii.) at the time of maturity of the Notes (3 Years) paid in cash plus interest or stock at a 20% discount to the 30 day average market price of the common stock traded in the market at the discretion of the Holder.

Use of Funds:The Company will use the Private Placement funds for the purpose of developing the Company’s business plan primarily targeting the SIP or VOIP phone service to be known as “Powered by WiFi” to accomplish this the company will use the Private Placement funds as follows:

The Company owns a fully owned and operated SIP Phone Network Switch and Service known as “Powered by WiFi” which provides for unlimited WiFi calling and wireless data services and are currently preparing for the promotion and thesale of the “Powered by WiFi” and WiFi over the top telephony services to the public.

The Company will develop an integrated marketing strategy and the technology platform able to implement the program that is highly scalable from both a technology and human resources.

Additionally, the Company will also provide the ability for the Website Platform to support the sale of the Company’s WiFi “Slip Phone” via third party marketers / distributors / channel partners via the Company’s website(s) or via the websiteof the distributor, which will be features developed for version 2.

The Company will also use the Private Placement funds for the General and Administrative costs associated with running the business as a public company including, Legal and Accounting, Transfer Agent and OTC Market Fees, BlueSky Fees and all expenses directly related to the Network and Switch itself. (A detailed Budget is available upon request.)

NOTE PURCHASER QUESTIONNAIRE

Gentlemen/Ladies:

The following information is furnished to you in order for you to determine whether the undersigned is qualified to invest in the above referenced company pursuant to Section 4(2) and Regulation D of the Securities Act of 1933, as amended (the “Act”), and appropriate provisions of applicable state securities laws. I understand that you will rely upon the following information for purposes of such determination, and that the Notes will not be registered under the Act in reliance upon the exemption from registration provided by Section 4(2) and Regulation D of the Act, and appropriate provisions of applicable state securities laws.

Please complete, sign, and date this Questionnaire, and deliver it to the Company. Your answers will be kept strictly confidential. Each prospective investor agrees that the Company may present this Questionnaire or a copy hereof to its attorneys or such other parties as the Company deems appropriate in connection with a subsequent offering, if any, of Notes. If Notes are subsequently offered and sold, you agree to reaffirm or update this questionnaire (if the information you provided has changed) so that the Company can be assured that any such offering and sale will not result in a violation of the registration provisions of the Securities Act of 1933, as amended ("Securities Act"), or a violation of the securities or "blue sky" laws of any state.

Please print or type:

1. General Information

Name: ______

Spouse's Name: ______

Home Address: ______

Date of Birth: ______

Home Telephone: ______

Business Address: ______

Business Telephone: ______

Occupation: ______

Position: ______

Duties and Responsibilities: ______

2. Income

(a) Individual income for the two most recent years?

20010: [ ] less than $25,000 [ ] $25,000 – 500,000 [ ] Over $500,000

2011: [ ] less than $25,000 [ ] $25,000 – 500,000 [ ] Over $500,000

(b) Joint income for the two most recent years?

2010: [ ] less than $300,000 [ ] $300,000 – 500,000 [ ] Over $500,000

2011: [ ] less than $300,000 [ ] $300,000 – 500,000 [ ] Over $500,000

(c) Reasonably anticipated individual income for this year?

2010: [ ] less than $25,000 [ ] $25,000 – 500,000 [ ] Over $500,000

(d) Reasonably anticipated joint income for this year?

2010: [ ] less than $300,000 [ ] $300,000 – 500,000 [ ] Over $500,000

3. Net Worth

(a) Individual net worth?

[ ] less than $1,000,000 [ ] $1,000,000 – 5,000,000 [ ] over $5,000,000

(b) Joint net worth?

[ ] less than $1,000,000 [ ] $1,000,000 – 5,000,000 [ ] over $5,000,000

5. Investment Experience

Please describe briefly your prior investment experience in both marketable and unmarketable securities. If none, please state so.

______

______

______

______

______

______

______

______

______

______

6. Investment Knowledge

I have such knowledge and experience in financial and business matters that I am capable of evaluating the merits and risks of an investment in the Notes and do not desire to use an Investor Representative in connection with evaluating such merits and risks. I understand, however, that the Company may request that I use an Investor Representative.

[ ] Yes [ ] No

7. Investors other than Natural Persons

(Applicable only to corporations, partnerships, trusts or other similar entities)

(a) Type of entity:

Corporation ______

Partnership ______

Trust ______

Other (specify) ______

(b) Date of Formation: ______

(c) IRS Employer Identification Number: ______

(d) Number of Note holders, partners, or beneficiaries: ______

(e) Was the entity organized for the specific purpose of acquiring the Notes?

[ ] Yes [ ] No

(f) The entity had in 2015, and expects to have in 2016, income (before deductions related to investments) a portion of which was or will be taxable at the maximum rate for federal income tax purposes (______% in 2015 and ______% in 2016).

[ ] Yes [ ] No

(g) Total Assets: $______Net worth: $______

(h) Please attach a copy of the relevant document: article or certificate of incorporation, partnership or trust agreement, or other organic document.

The foregoing statements are true, accurate, and complete to the best of my information and belief, and I hereby agree to notify promptly, and supply corrective information to, the Company if, prior to the consummation of any purchase of subsequently-offered Notes, any of such information becomes inaccurate or incomplete.

______

Signature(s) of Prospective Investor(s)

Please Print Name:

______

______

Signature(s) of Prospective Investor(s)

Please Print Name:

______

Executed at ______(City/County), ______(State) on this

______Day of ______2016.

“______”, INC.

WIFI WIRELESS, INC.

NOTE PURCHASER AGREEMENT

Pursuant to the Executive Summary and Use of Funds dated August 11, 2016 (the "Memorandum"), on the terms and conditions set forth below, I hereby agree to become a Note-holder of The Company and make acapital contribution to the Company in the amount of $______. The minimum investment is for $25,000 for 1 (One Unit) Note.

The offer to become a Note-holder hereby made shall be deemed to be accepted by the Company only upon the Company’s execution of the acceptance set forth below.

A. Representations and Warranties. I represent and warrant to the Company as follows:

I declare that I am at least 21 years of age and am a bona fide RESIDENT of the United States of America or foreign government recognized as such by United States of America and I am an accredited investor as defined by the definitions below.

______Initials

OR

I am or represent an organization, which meets or exceeds at least one of the accreditation requirements contained within this Note Purchaser Agreement.

(1) Initial all of the following that apply:

______A bank as defined in section 3(a)(2) of the Act, or a savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; a insurance company as defined in section 2(100) of the Act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered adviser, or if the employee benefit plan has total assets in excess of $1,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors; ______A private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;

______An organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

______A director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

______A natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000;

______A natural person who had an individual income in excess of $25,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

______A trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person; and

______An entity in which all of the equity owners are accredited investors.

 I have such knowledge and experience in financial and business matters that I am capable of evaluating the merits and risks of my investment in the Company, or I have obtained the advice of an attorney, certified public accountant or registered investment advisor with respect to the merits and risks of my investment in the Company. ______Initials

I acknowledge that the Company provided me with a copy of the Memorandum, which discloses in reasonable detail all material details of the offering, at least forty-eight (48) hours before my return of this executed Note Purchaser Agreement to the Company. ______Initials

I am purchasing the Notes solely for my own account for investment and not for the account of any other person and not for distribution, assignment, or resale to others. I do not presently intend to resell, transfer, or otherwise dispose of the Notes. Prior to any such sale or transfer, I will deliver to the Company a written opinion of counsel stating that the securities registration requirements of the Federal Securities Act of 1933 and of all applicable state laws including, but not limited to, any Uniform State Securities Act, have been or are being met or that an exemption from such registration is available and that the sale may proceed without violating any of the applicable state or federal securities laws. ______Initials

I understand and acknowledge that the Operating Agreement of the Company places severe limitations on my ability to transfer the Notes. ______Initials

I acknowledge that any certificates (if such should ever be created) evidencing Membership Note(s) shall bear a legend restricting the transfer of the Notes. ______Initials

I and all of my advisors have had access to all information necessary to enable me to make an informed decision to become a Secured Note-holder and a reasonable opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of this offering of the Notes. All such questions have been answered to my full satisfaction. ______Initials

I have the financial ability to bear the economic risk of my investment, including a possible loss of my entire investment, have adequate means of providing for my current needs and contingencies, and have no need for liquidity in my investment in the Company. ______Initials

The Notes constitutes an investment, and my financial situation enables me to bear the risks of this investment. ______Initials

I understand that the offering has not been registered under the Securities Act of 1933, as amended (the “Act”), nor the securities laws of any other jurisdictions. Instead, the offering is made in reliance upon certain exemptions, including the exemption for federally “covered securities” under 4(2) Regulation D 506 and the accredited investor exemption 4(6) promulgated thereunder. I am aware and understand that the Notes for which I have subscribed are being sold to me in reliance upon the above referenced exemptions and based upon my representations, warranties, and agreements hereunder. I am aware of the restrictions on the sale, transferability, and assignment of the Notes and that I must bear the economic risk of my investment hereby for an indefinite period of time because the Notes have not been registered under the 1933 Act. ______Initials

I understand that no federal or state agency has made any finding or determination as to the fairness for investment in, or any recommendation or endorsement of, the Notes. ______Initials

I acknowledge that neither the company nor any of its employees, managers, agents, or other affiliates have made any oral or written representations to me or to any of my advisors which are inconsistent with the Memorandum in any way. ______Initials

I have included with this Note Purchaser Agreement my capital contribution in full to the Company for the Notes. I understand that such moneys will not be escrowed and may be used by the Company immediately upon its acceptance of my offer to become a Note holder. ______Initials

To the extent I considered it advisable; I have reviewed the merits of this investment with my tax and legal counsel and with an investment advisor. ______Initials

I understand and acknowledge that no public market for the Notes currently exists and that there can be no assurance that any public market for the Notes will exist in the future. ______Initials

All of the information that I have provided to the Company concerning myself, my financial position, and my knowledge of financial and business matters, including the information contained herein, is correct and complete in all material respects as of the date set forth at the end hereof, and I will immediately notify the Company of any adverse change in such information prior to the company accepting my offer to become a Note holder. ______Initials

I agree that all of the foregoing representations, warranties, agreements, undertakings, and acknowledgments made by me shall survive my purchase of the Notes. I further agree that if more than one person is signing this agreement, each foregoing representation, warranty, agreement, undertaking, and acknowledgment shall be a joint and several representation, warranty, agreement, undertaking, and acknowledgment of each person signing this agreement. ______Initials

I declare that I understand The Company has a first right of refusal to purchase any and all Notes, which are noticed for sale or liquidation.

______Initials

I declare that I am not relying on the accuracy of the financial data contained within the pro forma projections contained within Exhibit A of the Private Placement Memorandum dated September 15, 2015. ______Initials

By executing this Note Purchaser Agreement, I hereby agree to become a Note holder of the Company under the existing Operating Agreement of the Company and to be bound by the terms of such agreement as though I were an original signatory thereto. ______Initials

I agree to indemnify and hold harmless the Company, its promoters, Note holders, managers, and affiliates or any one acting on their behalf from and against all damages, losses, costs, and expenses (including reasonable attorney fees) that they may incur by reason of my failure to fulfill any of the terms or conditions of this Agreement or by reason of any breach of the representations and warranties made by me herein or in any documents provided by me to the Company. ______Initials

This Agreement constitutes the entire Agreement among the parties with respect to the subject matter hereof and may be amended only by a written instrument executed by all of the parties. ______Initials

This Agreement shall be enforced, governed, and construed in accordance with the laws of the State of California.

______

Investor Signature Date

ACCEPTANCE:

The person named above is admitted as a Unit Holder this____ day of______2016

By:______

Printed Name______

Authorized Company Manager