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.

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

Company Perks*

Time-Based:

Friends and Family Early Birds

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

Super Early Bird Bonus

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

Early Bird Bonus

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

Amount-Based:

$1,000+ | Tier 1

Ship a 4pk - be 1/first 1000 to taste MEXI in USA + 3% bonus shares.

$5,000+ | Tier 2

Ship a 4pk - be 1/first 1000 to taste MEXI in USA + time with a member of the founding team to explore ideas (Zoom, call, coffee, lunch, surf, etc. details to be coordinated) + 5% bonus shares.

$10,000+ Tier 3

Ship a 4pk - be 1/first 1000 to taste MEXI in USA + join MEXI team on a curated California surf/gourmet culture trip to quaint Spanish-themed towns (flight & lodging extra) + Explore partnership opportunity + 10% bonus shares.

$20,000 | Tier 4

Ship a 4pk + Hollywood Celebrity experience: VIP trip to Mexico - explore Tequila and Jalisco Highlands in a private car and visit the best spots (flight & lodging extra) + you get to design a MEXI flavor with us + 20% bonus shares.

** Subject to the ability of our third-party partners to ship Mexi across state lines.

*** Travel and lodging expenses not included.

*All perks occur when the offering is completed.

The 10% StartEngine Owners' Bonus

MEXI 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 Preferred Stock at $10.53 / share, you will receive 110 shares of Preferred Stock, meaning you'll own 110 shares for $1,053. 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.