Voting Rights of Securities Sold in this Offering

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.

*Maximum Number of Shares Offered subject to adjustment for bonus shares. See Bonus info below.

Time-Based:

Friends and Family Early Birds

Invest within the first 72 hours and receive 20% bonus shares

Super Early Bird Bonus

Invest within the first week and receive 15% bonus shares.

Early Bird Bonus

Invest within the two weeks and receive 10% bonus shares.

Amount-Based:

$500+ | Nanosatellite

Invest $500 and receive 5% bonus shares.

$1,000+ | Satellite

Invest $1,000 and receive 7% bonus shares.

$2,500+ | Low Earth Orbit

Invest $2,500 and receive 10% bonus shares + swag bag which includes: 3D printed Helios rocket model pen + Aphelion Aerospace branded t-shirt, hat, hoodie, and a softshell jacket.

$5,000+ | Zero Gravity

Invest $5,000 and receive 15% bonus shares + VIP tour of facilities + swag bag which includes: 3D printed Helios rocket model pen + Aphelion Aerospace branded t-shirt, hat, hoodie, and a softshell jacket.

$10,000+ | Liftoff!

Invest $10,000 and receive 20% bonus shares + VIP tour of facilities + VIP launch party + swag bag which includes: 3D printed Helios rocket model pen + Aphelion Aerospace branded t-shirt, hat, hoodie, and a softshell jacket.

*All perks occur when the offering is completed.

The 10% StartEngine Owners' Bonus

Aphelion Aerospace, Inc. 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 $2.22 per share, you will receive 110 shares of common stock, meaning you'll own 110 shares for $220. 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 cancelled or fail.

Investors will only receive a single bonus, which will be the highest bonus rate they are eligible for.