Ultra Smart Audio

*Maximum number of shares offered subject to adjustment for bonus shares. See Bonus info below.

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.

Investment Incentives*

Overview

The company is offering investors the following perks during the course of the offering until it is closed. 

Discounts of one-time purchased products are available on the following AUDEA products purchased on the AUDEA online store located here: www.myaudea.com.

Product Availability and Shipping Times

Product shipment delivery times are dependent on the availability of products on the AUDEA online store. Product availability may be limited and result in a delayed shipment of the product. Shipping delays of products from the company's off-shore manufacturer to the company's local fulfillment house could result in additional shipping delays and limited availability of the product on the AUDEA online store.

AUDEA products including one-time purchased and no-charge products, do not include applicable shipping costs which are added in the checkout of the AUDEA online store.

International product shipping method and cost are dependent on the country being shipped to. 

USD MSRP = US Dollars Manufacturer Suggested Retail Price

Amount-Based Product Discounts

Discounts are only available for up to 120 days post final closing of the Offering. Recipients of discounts will need to place their order with their discount code on the AUDEA online store within 120 days post final closing of offering. “Post final closing” means when the offering is no longer available. 

The company will contact the perk recipient and provide them with a discount code to purchase a product on a one-time basis or arrange shipment of a no-charge product.

Bonus Shares

Bonus shares are calculated by multiplying 10%, 20%, or 25% depending on the eligibility times the amount of shares purchased. So for example, if you are eligible for 10% bonus shares and purchased 1,000 shares of stock then you would receive 100 bonus shares. 

Recipients of Bonus shares of stock will receive the Bonus shares through their StartEngine account.

Products Applicable to Perk Discounts

• AUDEA Q1 Retail MSRP USD - $399.00

• AUDEA TRIO 1 Retail MSRP USD - $749.00

• AUDEA TRIO 2 Retail MSRP USD - $1,098.00

Time-Based Bonus Shares Perks

Platinum Early Bird | Invest in first 72 Hours | 25% bonus shares in addition to any other eligible perks  

Gold Early Bird | Invest in First 14 days | 20% bonus shares in addition to any other eligible perks

Silver Early Bird | Invest in Next 21 days |10% bonus shares in addition to any other eligible perks

Amount-Based Discount Perks

The value of the perk shown is approximate and is shown with the amount rounded up to the nearest one dollar. 

Value of Perk is calculated by multiplying the discount percentage (for example: 10%) that is determined by the amount of investment, times the price paid for a one-time product purchased up to a maximum amount plus any eligible free product retail value.

The "Minimum Perk Value" assumes the discount on the purchased product is not exercised and therefore is based only on any eligible free product retail value.  

Example of Amount Based Perk Value

Invest $2,500 to $4,999 and receive a free AUDEA TRIO ($749.00 Retail value) plus a 25% discount on a one time purchase up to $5,000. Value = From $749 up to $1,999.

• Example Perk Value Calculation: AUDEA TRIO 1 Retail value of $749 is Minimum Perk Value plus optionally 25% of up to $5,000 purchased product (up to $1,250) which equates to a $749 Minimum Perk Value up to a Maximum Perk Value of $1,999. 

Amount-Based Discount Perks

1) Invest $500 to $999 - Receive a 20% discount on first purchase up to $5,000. Value = Up to $1,000     

2) Invest $1,000 to $2,499 - Receive a free AUDEA Q1 ($399.00 Retail value) plus receive a 20% discount on first purchase up to $5,000. Value = From $399 up to $1,399

3) Invest $2,500 to $4,999 - Receive a free AUDEA TRIO 1 ($749.00 Retail value) plus a 25% discount on first purchase up to $5,000. Value = From $749 up to $1,999. 10% Bonus shares.  

4) Invest $5,000 to $9,999 - Receive one free AUDEA TRIO 2 ($1,098.00 Retail value) plus a 30% discount on first purchase up to $10,000. Value = From $1,098 up to $4,098. 10% Bonus shares. 

5) Invest $10,000 to $49,999 - Receive one free AUDEA TRIO 1 and one free AUDEA TRIO 2 ($1,847.00 Retail value) plus a 40% discount on first purchase up to $10,000. Value = From $1,847 up to $5,847. 20% Bonus shares.   

6) Invest $50,000 to $107,000 - Receive two free AUDEA TRIO 1s and two TRIO 2s ($3,694.00 Retail value) plus a 50% discount on first purchase up to $10,000. Value = From $3,694.00 up to $8,694. 20% Bonus shares.

*All perks occur when the offering is completed.

The 10% StartEngine Owners' Bonus

Audea Inc. 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 $2.50 / share, you will receive 110 Common Stock, meaning you'll own 110 shares for $250. 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 canceled or fail.

Investors will only receive a single bonus, which will be the highest bonus rate they are eligible for.