Voting Rights of Securities Sold in this Offering

Voting Proxy. Each Subscriber shall appoint the Chief Executive Officer of the Company (the “CEO”), or his or her successor, as the Subscriber’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to, consistent with this instrument and on behalf of the Subscriber, (i) vote all Securities, (ii) give and receive notices and communications, (iii) execute any instrument or document that the CEO determines is necessary or appropriate in the exercise of its authority under this instrument, and (iv) take all actions necessary or appropriate in the judgment of the CEO for the accomplishment of the foregoing. The proxy and power granted by the Subscriber pursuant to this Section are coupled with an interest. Such proxy and power will be irrevocable. The proxy and power, so long as the Subscriber is an individual, will survive the death, incompetency and disability of the Subscriber and, so long as the Subscriber is an entity, will survive the merger or reorganization of the Subscriber or any other entity holding the Securities. However, the Proxy will terminate upon the closing of a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933 covering the offer and sale of Common Stock or the effectiveness of a registration statement under the Securities Exchange Act of 1934 covering the Common Stock.

Investment Incentives and Bonuses*

Time-Based Perks:

• Invest during the first week, and receive 20% bonus shares.
• Invest during the second week, and receive 15% bonus shares.
• Invest during the third week, and receive 10% bonus shares.
• Invest during the fourth week, and receive 5% bonus shares.

Amount-Based Perks:

• Tier 1 Perk ($500 - $999 invested):
• Receive a 15% discount on all future purchases.
• Tier 2 Perk ($1,000 - $2,499 invested):
• Receive a 20% discount on all future purchases.
• Receive 10 mL of Complete Base Serum.
• Tier 3 perk ($2,500 - $4,999 invested):
• Receive a 25% discount on all future purchases and two 10 mL of Complete Base Serum. 
• Call with one of the Founders of Aperio Beauty:
• Dr. Ali Radfar - CEO and CSO / Creator of Aperio Beauty Platform and Serums
• Terry Rosenbaum - CFO and COO
• Tier 4 perk ($5,000 - $9,999 invested):
• Receive a 30% discount on all future purchases.
• Receive a 30 mL of Complete Base Serum.
• Call with Core Aperio Beauty Management Team:
• Dr. Ali Radfar - CEO and CSO / Creator of Aperio Beauty Platform and Serums
• Terry Rosenbaum - CFO and COO
• Tier 5 perk ($10,000 - $24,999 invested):
• Receive 5% bonus shares.
• Receive a 30% discount on all future purchases.
• Receive 50 mL of Complete Base Serum.
• Call with Core Aperio Beauty Management Team:
• Dr. Ali Radfar - CEO and CSO / Creator of Aperio Beauty Platform and Serums
• Terry Rosenbaum - CFO and COO
• Tier 6 perk - ($25,000 - $49,999 invested):
• Receive 10% bonus shares.
• Receive a 30% discount on all future purchases.
• Receive a complimentary DNA-based Saliva Test.
• Receive a 30 mL of Complete Base Serum (comes with Test)
• Receive a 50 mL of one of Aperio Beauty's 6 Category-Specific Serums personalized for you (guided by saliva-based DNA test), received 4 weeks after mail-in of test in a pre-paid UPS envelope.
• Call with Aperio Founders Dr. Ali Radfar or Terry Rosenbaum to explain the DNA test and process
• Call 4 weeks post-DNA Test for results, along with customized DNA Output Report
• Call with Core Aperio Beauty Management Team:
• Dr. Ali Radfar - CEO and CSO / Creator of Aperio Beauty Platform and Serums
• Terry Rosenbaum - CFO and COO
• Tier 7 perk - ($50,000+ invested):
• Receive 15% bonus shares.
• Receive a 35% discount on all future purchases.
• Receive a complimentary DNA-based Saliva Test.
• Receive a 30 mL of Complete Base Serum (comes with Test).
• Receive a 50 mL of one of Aperio Beauty's 6 Category-Specific Serums personalized for you (guided by Saliva-based DNA test), received 4 weeks after mail-in of Test in a pre-paid UPS envelope.
• Call with Aperio Founders Dr. Ali Radfar or Terry Rosenbaum to explain the DNA test and process.
• Call 4 weeks post-DNA Test for Results, along with customized DNA Output Report.
• Call with Core Aperio Beauty Management Team:
• Dr. Ali Radfar - CEO and CSO / Creator of Aperio Beauty Platform and Serums
• Terry Rosenbaum - CFO and COO

*All perks occur when the offering is complete.

The 10% StartEngine Owners' Bonus

Aperio Genetics Inc. (d/b/a Aperio Beauty) will offer 10% additional bonus shares for all investments that are committed by investors that are eligible for the StartEngine Crowdfunding Inc. OWNer's bonus.

This means eligible StartEngine shareholders will receive a 10% bonus for any shares they purchase in this offering. For example, if you buy 100 shares of Common Stock at $1.25 / share, you will receive 110 shares of Common Stock, meaning you'll own 110 shares for $125. Fractional shares will not be distributed and share bonuses will be determined by rounding down to the nearest whole share.

This 10% Bonus is only valid during the investors' eligibility period. Investors eligible for this bonus will also have priority if they are on a waitlist to invest and the company surpasses its maximum funding goal. They will have the first opportunity to invest should room in the offering become available if prior investments are canceled or fail.

Investors will receive the highest single bonus they are eligible for among the bonuses based on the amount invested and the time of offering elapsed (if any). Eligible investors will also receive the Owner’s Bonus in addition to the aforementioned bonus.