*Maximum number of shares offered subject to adjustment for bonus shares. See Bonus info below.
Voting Rights of Securities Sold in this Offering. See Exhibit F for additional information.
Irrevocable Proxy and Power of Attorney. Each investor in this offering will constitute and appoint as the proxies of the party and grants a power of attorney to the Chief Executive Officer of the Company, and a designee of the Electing Holders, and each of them, with full power of substitution, with respect to the matters set forth herein, including, without limitation, votes to increase authorized shares pursuant to Section 2 of the Voting Agreement (See exhibit F) and votes regarding any Sale of the Company pursuant to Section 3 of the Voting Agreement, and shall authorizes each of them to represent and vote, if and only if the party (i) fails to vote, or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of the Voting Agreement, all of such party’s Shares in favor of the increase of authorized shares described in Section 2 or approval of any Sale of the Company pursuant to and in accordance with the terms and provisions of the Voting Agreement or to take any action reasonably necessary to effect the Voting Agreement. The power of attorney granted thereunder shall authorize the Chief Executive Officer of the Company to execute and deliver the documentation referred to in Section 3.2(c) on behalf of any party failing to do so within five (5) business days of a request by the Company. Each of the proxy and power of attorney granted pursuant to Section 4.2 is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by the Voting Agreement and, as such, each is coupled with an interest and shall be irrevocable unless and until the Voting Agreement terminates or expires pursuant to Section 5 thereof. Each party thereto shall revokes any and all previous proxies or powers of attorney with respect to the Shares and shall not hereafter, unless and until the Voting Agreement terminates or expires pursuant to Section 5 thereof, purport to grant any other proxy or power of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust or enter into any agreement (other than the Voting Agreement), arrangement or understanding with any Person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Shares, in each case, with respect to any of the matters set forth therein.
Investment Incentives & Bonuses*
Time-Based Perks:
Early Bird 1: Invest $5,000+ within the first 2 weeks and receive 3% bonus shares.
Early Bird 2: Invest $10,000+ within the first 2 weeks and receive 5% bonus shares.
*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 shares 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.
Crowdfunding investments made through a self-directed IRA cannot receive non-bonus share 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 non-bonus share perks because they would be receiving a benefit from their IRA account.
The 10% StartEngine Venture Club Bonus
Acuitive Technologies will offer 10% additional bonus shares for all investments that are committed by investors that are eligible for the StartEngine Venture Club.
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 Series A Preferred Stock at $7.20 / share, you will receive 110 shares of Series A Preferred Stock , meaning you’ll own 110 shares for $720. 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 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.
