INVESTMENT OPPORTUNITY

Convertible Promissory Notes

Note converts to Membership Units when the company raises $500,000 in a qualified equity financing

Maturity Date: 10/31/2020

Valuation Cap: $6,000,000

Discount Rate: 20%

Annual Interest Rate: 4%*

*Annual Interest Rate subject to adjustment 10% bonus for StartEngine shareholders. See 10% Bonus below

Maximum ($107,000) of Convertible Promissory Notes

Minimum ($10,000) of Convertible Promissory Notes

Company	Localive

Corporate Address	1767 Lakewood Ranch Blvd, #225 Bradenton FL, 34211 United States

Description of Business	Introducing Localive, the world’s first On-Order Livestreaming Platform. By accessing Localive, users create their own revenue generating HD quality livestreams of games and events from anywhere, at any time, and in real time without the need for costly infrastructure.

Type of Security Offered	Convertible Promissory Note

Minimum Investment Amount (per investor)	$300

What is a Convertible Note?

A convertible note offers you the right to receive Membership Units in Localive. The number of units you will receive in the future will be determined at the next equity round in which the Company raises at least $500,000 in qualified equity financing. The highest conversion price per security is set based on a $6,000,000 Valuation Cap or if less, then you will receive a 20% discount on the price the new investors are purchasing. You also receive 4% 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 Membership Units equal to your investment and interest back at a price per security determined by dividing the Valuation Cap by the aggregate number of outstanding Membership Units of the Company as of immediately prior (on a fully diluted basis).

The 10% Bonus for StartEngine Shareholders

Localive will offer a 10% bonus on the annual interest rate for all investments that are committed by StartEngine Crowdfunding Inc. shareholders (with ≥ $1,000 invested in the StartEngine Reg A+ campaign) within 24 hours of this offering going live.

StartEngine shareholders who have invested $1,000+ in the StartEngine Reg A+ campaign will receive a 10% increase in the annual interest rate on Convertible Promissory Notes in this Offering if they invest within a 24-hour window of their campaign launch date. For example, if invest in the first 24 hours, your annual interest rate will be 4.4% instead of 4%.

This 10% Bonus is only valid for one year from the time StartEngine Crowdfunding Inc. investors receive their countersigned StartEngine Crowdfunding Inc. subscription agreement.

Streaming Platform for Youth Sports