Company	:	Faction Communications Corp.
Corporate Address	:	81 4th Street, Suite B , Troy, NY 12180
Offering Minimum	:	$124,000.00
Offering Maximum	:	$1,235,000.00
Minimum Investment Amount (per investor)	:	$500.00

Terms

Offering Type	:	Convertible Promissory Notes
Type of Equity Converted Into	:	Common Stock
Conversion Trigger	:	$1,000,000.00
Maturity Date	:	February 26, 2027
Valuation Cap	:	$10,000,000.00
Discount Rate	:	20.0%
Annual Interest Rate	:	5.0%

What is a Convertible Note?

A convertible note offers you the right to receive Common Stock in Faction Communications Corp.. The amount of Common Stock you will receive in the future will be determined at the next equity round in which the Company raises at least $1,000,000.00 in a qualified equity financing. The highest conversion price per security is set based on a $10,000,000.00 Valuation Cap or if less, then you will receive a 20.0% discount on the price the new investors are paying. You also receive 5.0% interest per year added to your investment. When the maturity date is reached, if the note has not converted then you are entitled to receive Common Stock equal to your investment and interest back at a price per security determined by dividing the Valuation Cap by the aggregate number of outstanding equity securities of the Company as of immediately prior (on a fully diluted basis).

*Discount Rate subject to adjustment of 10% bonus for StartEngine noteholders. See 10% Bonus below.

Investment Incentives & Bonuses*

Loyalty Bonus: As a valued community member, you are eligible for an additional 10% addition to the base discount rate.

Time-Based Perks

Early Bird 1: Invest $500+ within the first 2 weeks | 5% addition to the base discount rate.

Early Bird 2: Invest $1,000+ within the first 2 weeks | 7% addition to the base discount rate.

Early Bird 3: Invest $5,000+ within the first 2 weeks | 10% addition to the base discount rate.

Early Bird 4: Invest $10,000+ within the first 2 weeks | 12% addition to the base discount rate.

Early Bird 5: Invest $25,000+ within the first 2 weeks | 15% addition to the base discount rate.

Early Bird 6: Invest $50,000+ within the first 2 weeks | 20% addition to the base discount rate.

Mid-Campaign Perks (Flash Perks)

Flash Perk 1: Invest $2,500+ between day 35 - 40 and receive 10% addition to the base discount rate.

Flash Perk 2: Invest $2,500+ between day 60 - 65 and receive 8% addition to the base discount rate.

Amount-Based Perks

Networker's Start: $500+ | Includes 1 month free Faction Network subscription.

Saas Booster: $1,000+ | Includes 3 months free Faction Networks subscription and a Faction Pod.

Enterprise Connector: $5,000+ | Includes 6 months free Faction Networks subscription and a Faction Pod and + exclusive updates from the CEO

Tech Innovator: $10,000+ | Includes 1 year free Faction Network subscription and 2 Faction Pods, Faction Insider membership (roadmap previews and quarterly meetings for direct input) + 5% addition to the base discount rate.

Cybersecurity Leader: $25,000+ | Includes 2 years free Faction Network subscription, Faction Insider membership, 5 Faction Pods for team use + 10% addition to the base discount rate.

Global Network Architect: $50,000+ | Includes 3 years free Faction Network subscription, Faction Insider membership, $1,000 credit for any configuration of Faction Pods and Portals + 15% addition to the base discount rate.

*In order to receive perks from an investment, one must submit a single investment in the same offering that meets the minimum perk requirement. Bonus discount from perks will not be granted if an investor submits multiple investments that, when combined, meet the perk requirement. All perks occur when the offering is completed. The free subscription months begin after the close of the offering and must be used consecutively.

Crowdfunding investments made through a self-directed IRA cannot receive perks due to tax laws. The Internal Revenue Service (IRS) prohibits self-dealing transactions in which the investor receives an immediate, personal financial gain on investments owned by their retirement account. As a result, an investor must refuse those perks because they would be receiving a benefit from their IRA account.

The 10% StartEngine Venture Club Bonus

Faction Communications Corp. will offer 10% addition to the base discount rate for all investments that are committed by investors who are eligible for the StartEngine Crowdfunding, Inc. Venture Club Bonus.

Eligible StartEngine convertible note holders will receive a 10% addition to the base discount rate on Convertible Promissory Notes in this Offering. This means your annual discount rate will be 30% instead of 20%.

This 10% Bonus is only valid during the investor’s 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 Venture Club Bonus and the Loyalty Bonus in addition to the aforementioned bonus.

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