FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2014 (REVIEWED)WITH SUMMARIZED FINANCIAL INFORMATION

FOR 2013 (AUDITED)

USHAHIDI, INC.

CONTENTS

PAGE NO.

INDEPENDENT ACCOUNTANT'S REVIEW REPORT 2

EXHIBIT A - Statement of Financial Position, as of December 31, 2014(Reviewed), with Summarized Financial Information for2013 (Audited) 3

EXHIBIT B - Statement of Activities and Change in Net Assets, for theYear Ended December 31, 2014 (Reviewed), withSummarized Financial Information for 2013 (Audited) 4

EXHIBIT C - Statement of Functional Expenses, for the Year EndedDecember 31, 2014 (Reviewed), with SummarizedFinancial Information for 2013 (Audited) 5

EXHIBIT D - Statement of Cash Flows, for the Year EndedDecember 31, 2014 (Reviewed), with SummarizedFinancial Information for 2013 (Audited) 6

NOTES TO FINANCIAL STATEMENTS 7 - 10

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INDEPENDENT ACCOUNTANT'S REVIEW REPORT

To the Board of DirectorsUshahidi, Inc.Orlando, Florida

We have reviewed the accompanying statement of financial position of Ushahidi, Inc. (theOrganization) (a non-profit organization) as of December 31, 2014, and the related statements ofactivities and change in net assets, functional expenses and cash flows for the year then ended. A reviewincludes primarily applying analytical procedures to management's financial data and making inquiries ofcompany personnel. A review is substantially less in scope than an audit, the objective of which is theexpression of an opinion regarding the financial statements taken as a whole. Accordingly, we do notexpress such an opinion.

Management is responsible for the preparation and fair presentation of the financial statements inaccordance with accounting principles generally accepted in the United States of America and fordesigning, implementing and maintaining internal control relevant to the preparation and fair presentationof the financial statements.

Our responsibility is to conduct the review in accordance with Statements on Standards forAccounting and Review Services issued by the American Institute of Certified Public Accountants. Thosestandards require us to perform procedures to obtain limited assurance that there are no materialmodifications that should be made to the financial statements. We believe that the results of ourprocedures provide a reasonable basis for our report.

Based on our review, we are not aware of any material modifications that should be made to theaccompanying financial statements in order for them to be in conformity with accounting principlesgenerally accepted in the United States of America.

The prior year summarized comparative information has been derived from the Organization'sDecember 31, 2013 financial statements, which were audited by other auditors and, in their report datedMarch 27, 2015, they expressed an unmodified opinion on those statements.

November 4, 2015

4550 MONTGOMERY AVENUE · SUITE 650 NORTH · BETHESDA, MARYLAND 20814(301) 951-9090 · FAX (301) 951-3570 · WWW.GRFCPA.COM

___________________________

MEMBER OF CPAMERICA INTERNATIONAL, AN AFFILIATE OF HORWATH INTERNATIONALMEMBER OF THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS' PRIVATE COMPANIES PRACTICE SECTION

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EXHIBIT A

USHAHIDI, INC.

STATEMENT OF FINANCIAL POSITIONAS OF DECEMBER 31, 2014 (REVIEWED)

WITH SUMMARIZED FINANCIAL INFORMATION FOR 2013 (AUDITED)

ASSETS

2014(Reviewed)

2013(Audited)

CURRENT ASSETS

Cash and cash equivalents $ 677,764 $ 1,009,709Contributions receivable 281,116 546,117Prepaid expenses 1,049 7,157Employee advances 804 -

Total current assets 960,733 1,562,983

FIXED ASSETS

Furniture 32,473 19,999Computer equipment 183,275 143,917Leasehold improvements 38,763 38,763Software 11,099 11,099

265,610 213,778Less: Accumulated depreciation and amortization (158,581) (112,261)

Net fixed assets 107,029 101,517

OTHER ASSETS

Deposits 10,856 -

TOTAL ASSETS $ 1,078,618 $ 1,664,500

LIABILITIES AND NET ASSETS

CURRENT LIABILITIES

Accounts payable and accrued liabilities $ 13,427 $ 95,467

Total current liabilities 13,427 95,467

NET ASSETS

Unrestricted 688,394 469,033Temporarily restricted 376,797 1,100,000

Total net assets 1,065,191 1,569,033

TOTAL LIABILITIES AND NET ASSETS $ 1,078,618 $ 1,664,500

See accompanying notes and independent accountant's review report. 3

EXHIBIT B

USHAHIDI, INC.

STATEMENT OF ACTIVITIES AND CHANGE IN NET ASSETSFOR THE YEAR ENDED DECEMBER 31, 2014 (REVIEWED)

WITH SUMMARIZED FINANCIAL INFORMATION FOR 2013 (AUDITED)

2014(Reviewed)

2013(Audited)

UnrestrictedTemporarilyRestricted Total Total

REVENUE

Contributions $ 767,833 $ 1,393,399 $ 2,161,232 $ 2,216,387Project revenue 868,932 - 868,932 399,624Other income - - - 2,297Interest income 1,022 - 1,022 -Net assets released from donor

restrictions 2,116,602 (2,116,602) - -

Total revenue 3,754,389 (723,203) 3,031,186 2,618,308

EXPENSES

Program Services 2,821,846 - 2,821,846 1,640,226

Supporting Services:Management and General 654,274 - 654,274 476,715Fundraising 58,908 - 58,908 22,499

Total supporting services 713,182 - 713,182 499,214

Total expenses 3,535,028 - 3,535,028 2,139,440

Change in net assets 219,361 (723,203) (503,842) 478,868

Net assets at beginning of year 469,033 1,100,000 1,569,033 1,090,165

NET ASSETS AT END OF YEAR $ 688,394 $ 376,797 $ 1,065,191 $ 1,569,033

See accompanying notes and independent accountant's review report. 4

2013(Audited)

Program Services

Management and General Fundraising

Total Supporting

Services Total Expenses Total Expenses

Salaries and related expenses 2,022,187$ 63,859$ 42,572$ 106,431$ 2,128,618$ 632,899$ Contract services 267,449 76,581 - 76,581 344,030 793,642 Travel 228,710 125,519 16,336 141,855 370,565 223,232 Trade Shows and conferences 65,196 25,107 - 25,107 90,303 14,901 Office expenses 99,914 150,147 - 150,147 250,061 212,162 Information technology 95,348 95,347 - 95,347 190,695 195,982 Advertising - 6,593 - 6,593 6,593 7,031 Insurance 43,042 29,827 - 29,827 72,869 15,108 Depreciation - 46,320 - 46,320 46,320 39,947 Bank charges 34,974 34,974 34,974 - Miscellaneous - - - - - 4,536

TOTAL 2,821,846$ 654,274$ 58,908$ 713,182$ 3,535,028$ 2,139,440$

2014(Reviewed)

Supporting Services

EXHIBIT C

USHAHIDI, INC.

STATEMENT OF FUNCTIONAL EXPENSESFOR THE YEAR ENDED DECEMBER 31, 2014 (REVIEWED)

WITH SUMMARIZED FINANCIAL INFORMATION FOR 2013 (AUDITED)

See accompanying notes and independent accountant's review report. 5

EXHIBIT D

USHAHIDI, INC.

STATEMENT OF CASH FLOWSFOR THE YEAR ENDED DECEMBER 31, 2014 (REVIEWED)

WITH SUMMARIZED FINANCIAL INFORMATION FOR 2013 (AUDITED)

2014(Reviewed)

2013(Audited)

CASH FLOWS FROM OPERATING ACTIVITIES

Change in net assets $ (503,842) $ 478,868

Adjustments to reconcile change in net assets to net cash(used) provided by operating activities:

Depreciation and amortization 46,320 39,947

(Increase) decrease in:Contribution receivable 265,001 203,883Prepaid expenses 6,108 14,668Employee advances (804) -Deposits (10,856) -

(Decrease) increase in:Accounts payable and accrued liabilities (82,040) 59,612

Net cash (used) provided by operating activities (280,113) 796,978

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of fixed assets (51,832) (15,558)

Net cash used by investing activities (51,832) (15,558)

Net (decrease) increase in cash and cash equivalents (331,945) 781,420

Cash and cash equivalents at beginning of year 1,009,709 228,289

CASH AND CASH EQUIVALENTS AT END OF YEAR $ 677,764 $ 1,009,709

See accompanying notes and independent accountant's review report. 6

USHAHIDI, INC.

NOTES TO FINANCIAL STATEMENTSDECEMBER 31, 2014

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GENERAL INFORMATION

Organization -

Ushahidi, Inc. (the Organization) is a non-profit corporation exempt from income tax underSection 501(c)(3) of the Internal Revenue Code. The Organization was founded in 2008 toadminister the Ushahidi Engine, which is a platform that allows anyone to gather distributeddata through SMS, email or web and visualize it on a map or timeline. The goal of theOrganization is to create the simplest way of aggregating information from the public for use incrisis response.

Basis of presentation -

The accompanying financial statements are presented on the accrual basis of accounting, andin accordance with FASB ASC 958, Not-for-Profit Entities.

The financial statements include certain prior year summarized comparative information in totalbut not by net asset class. Such information does not include sufficient detail to constitute apresentation in conformity with generally accepted accounting principles. Accordingly, suchinformation should be read in conjunction with the Organization's financial statements for theyear ended December 31, 2013, from which the summarized information was derived.

Cash and cash equivalents -

The Organization considers all cash and other highly liquid investments with initial maturities ofthree months or less to be cash equivalents. At December 31, 2014, the Organization had$50,456 of cash held at financial institutions in foreign countries to support operations in thosecountries.

Bank deposit accounts are insured by the Federal Deposit Insurance Corporation (FDIC) up toa limit of $250,000. At times during the year, the Organization maintains cash balances inexcess of the FDIC insurance limits. Management believes the risk in these situations to beminimal.

Fixed assets -

Fixed assets are stated at cost. Fixed assets are depreciated or amortized on a straight-linebasis over the estimated useful lives of the related assets, generally three to seven years. TheOrganization capitalizes all property and equipment with a cost of $1,000 or more. The cost ofmaintenance and repairs is recorded as expenses are incurred.

Revenue recognition -

Contributions are recorded as revenue in the year notification is received from the donor.Conditional promises to give are not recognized until they become unconditional, that is whenthe conditions on which they depend are substantially met (see Note 5). Contributionsreceivable at December 31, 2014 are recorded at their net realizable value and are all due inless than one year and are considered fully collectible; therefore, no allowance was recorded.

Temporarily restricted contributions are recognized as unrestricted support only to the extent ofactual expenses incurred in compliance with the donor-imposed restrictions and satisfaction oftime restrictions. Such funds in excess of expenses incurred are shown as temporarilyrestricted net assets in the accompanying financial statements.

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USHAHIDI, INC.

NOTES TO FINANCIAL STATEMENTSDECEMBER 31, 2014

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GENERAL INFORMATION(Continued)

Revenue recognition (continued) -

Certain contracts with funding agencies are exchange transactions in which each party receivesand sacrifices commensurate value. Funds from exchange transactions are not consideredcontributions and, as such, are deemed to be earned and reported as project revenue whensuch funds have been expended towards the designated purpose.

Income taxes -

The Organization is exempt from Federal income taxes under Section 501(c)(3) of the InternalRevenue Code. Accordingly, no provision for income taxes has been made in theaccompanying financial statements. The Organization is not a private foundation.

Uncertain tax positions -

For the year ended December 31, 2014, the Organization has documented its consideration ofFASB ASC 740-10, Income Taxes, that provides guidance for reporting uncertainty in incometaxes and has determined that no material uncertain tax positions qualify for either recognitionor disclosure in the financial statements.

The Federal Form 990, Return of Organization Exempt from Income Tax, is subject toexamination by the Internal Revenue Service, generally for three years after it is filed.

Software development costs -

The Organization develops open source software, which is available free of charge to users. Inaddition, due to the open source nature of the development, there is generally no passage oftime between achievement of technological feasibility and the availability for general release.Therefore, the Organization expenses the cost of software development as incurred.

Net asset classification -

The net assets are reported in two self-balancing groups as follows:

! Unrestricted net assets include unrestricted revenue and contributions received withoutdonor-imposed restrictions. These net assets are available for the operation of theOrganization and include both internally designated and undesignated resources.

! Temporarily restricted net assets include revenue and contributions subject to donor-imposed stipulations that will be met by the actions of the Organization and/or the passageof time. When a restriction expires, temporarily restricted net assets are reclassified tounrestricted net assets and reported in the Statement of Activities and Change in Net Assetsas net assets released from restrictions.

Use of estimates -

The preparation of the financial statements in conformity with accounting principles generallyaccepted in the United States of America requires management to make estimates andassumptions that affect the reported amounts of assets and liabilities at the date of the financialstatements and the reported amounts of revenue and expenses during the reporting period.Accordingly, actual results could differ from those estimates.

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USHAHIDI, INC.

NOTES TO FINANCIAL STATEMENTSDECEMBER 31, 2014

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GENERAL INFORMATION(Continued)

Functional allocation of expenses -

The costs of providing the various programs and other activities have been summarized on afunctional basis in the Statement of Activities and Change in Net Assets. Accordingly, certaincosts have been allocated among the programs and supporting services benefited.

2. TEMPORARILY RESTRICTED NET ASSETS

Temporarily restricted net assets consisted of the following at December 31, 2014:

Hivos $ 148,964Lemelson Foundation 27,833Emerson Foundation 200,000

TOTAL TEMPORARILY RESTRICTED NET ASSETS $ 376,797

3. NET ASSETS RELEASED FROM RESTRICTIONS

The following temporarily restricted net assets were released from donor restrictions by incurringexpenses, which satisfied the restricted purposes specified by the donors:

Rockefeller Foundation $ 400,000Google Foundation 750,000Ford Foundation 200,000Hivos 454,435Lemelson Foundation 62,167Other Programs 250,000

TOTAL NET ASSETS RELEASED FROMRESTRICTIONS $ 2,116,602

4. LEASE COMMITMENT

The Organization leases a facility space in Nairobi, Kenya. The Organization has various month tomonth leases which expire in 2016. Rent expense for the year ended December 31, 2014 was$51,346. The local currency for Nairobi is the Kenyan Shilling, and the future minimum leasepayments have been converted to United States Dollars using the average rate as ofDecember 31, 2014.

The future minimum payments, converted to United States Dollars, are as follows at December 31,2014:

Year Ending December 31,

2015 $ 10,4242016 2,606

$ 13,030

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USHAHIDI, INC.

NOTES TO FINANCIAL STATEMENTSDECEMBER 31, 2014

5. CONDITIONAL CONTRIBUTIONS

During 2011, the Organization received an unrestricted grant, up to $1,900,000. This grant wasconditional upon the Organization achieving certain performance metrics. Through December 31,2014, the Organization has recognized a total of $1,480,000 of this grant ($580,000 in 2014 and$400,000 in 2013). During 2015, the remaining $420,000 was received as the remaining metrics ofthe grant were achieved.

During 2013, the Organization received a pledge for an unrestricted grant in the amount of$1,000,000, of which $250,000 was received in that same year. The remaining $750,000 was notrecorded as a contribution in 2013, since to receive those funds the Organization had to achievecertain milestones. These milestones were partially met in 2014, and the Organization received$500,000 of the pledge, which was recorded as unrestricted contribution revenue. The remaining$250,000 is expected to be received when the remaining milestones are achieved.

6. BRCK, Inc.

On October 15, 2013, the Organization purchased a 20% equity interest in BRCK, Inc. (“BRCK”)for $200. This investment is accounted for under the equity method. BRCK is a for-profit entity thatbegan in 2013 and provides a rugged, cloud managed, full-featured router with built-in fail-oversand programmable GPIO expansion. The Organization has one seat on the BRCK Board ofDirectors.

The Organization reported BRCK as a program activity prior to its being incorporated as a separatelegal entity. For the year ended December 31, 2013, this activity reflected revenue of $155,000 andexpenses of $171,000.

The Organization has reduced its basis in this investment to zero. As of December 31, 2014, itsshare of BRCK’s deficit stands at ($170,377). This deficit must be recouped by BRCK before theOrganization would recognize any income from this investment.

The Organization also has a Technology License Agreement, which entitles the Organization toreceive a 5% share of BRCK’s sales from one of its products. Under the agreement, BRCK has theoption to purchase certain intellectual property held by the Organization. The purchase price isbased on a downward sliding scale starting in 2014 at $5,000,000, through through the year 2018for $1,000,000. In 2019, the expiration of the agreement, the purchase option price will be $100.The Organization did not record any revenue from this agreement for the year endedDecember 31, 2014.

Condensed financial information (unaudited) of BRCK is as follows for the year endedDecember 31, 2014:

Assets $ 425,804Liabilities $ 16,956Stockholders' Equity $ 1,183,329Net Loss $ (774,481)

7. SUBSEQUENT EVENTS

In preparing these financial statements, the Organization has evaluated events and transactionsfor potential recognition or disclosure through November 4, 2015, the date the financial statementswere issued.

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