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.

Investment Incentives and Bonuses*

Time-Based Perks

Friends and Family Early Birds

Invest within the first 48 hours and receive additional 25% bonus shares.

Super Early Bird Bonus

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

Early Bird Bonus

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

Amount-Based Perks:

This includes SNKR Project + All new brands created by Arc Footwear, Corp. *Discount off regular price physical items only. Lifetime discounts do not stack and are not valid on any digital purchases.

$200 | Receive a free early release *SNKR Wars Promo NFT Card Pack!

$500 | Receive the *SNKR Wars Drop 1 NFT Card Packs

$1,000 | Exclusive SNKR Wars NFT Trading Card +15% Lifetime Discount

$2,500 | Exclusive SNKR Wars Start Engine NFT Card Pack + 25% Lifetime Discount

$5,000 | One Year SNKR Wars NFT Subscription Box + 10% Bonus Shares and 30% Lifetime Discount

$10,000 | 15% bonus shares + *Limited Edition SNKR Project Drop 1 NFT Backed Sneakers

$20,000 | 20% bonus shares + Work with our designers to turn yourself into a SNKR Wars NFT Bot! receive 20% bonus shares and a 40% lifetime discount. You will also receive all lower tier non-discount perks.

**All Perks occur after the offering has concluded.

*SNKR Wars Promo NFT Card contains 3 cards of various rarities.

*SNKR Wars Drop 1 NFT Card Pack contains 5 cards of various rarities.

*SNKR Wars NFT Trading Card is an exclusive card design for Start Engine only.

*SNKR Wars Start Engine NFT Card Pack is an exclusive pack only available through Start Engine containing 25 cards of various rarities.

*SNKR Wars Subscription Box delivers any of our NFT drops for one year.

*Limited Edition SNKR Project Drop 1 NFT Backed Sneakers are exclusive sneakers tied to a digital NFT.

The 10% Bonus for StartEngine Shareholders

Arc Footwear Corp. 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 $5.00 / share, you will receive 110 shares of Common Stock, meaning you'll own 110 shares for $500. 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.