Terms

What is a Convertible Note?

A convertible note offers you the right to receive Common Units in 2124 Brewing Company LLC. The amount of Common Units you will receive in the future will be determined at the next equity round in which the Company raises at least $5,000,000.00 in a qualified equity financing. The highest conversion price per security is set based on a $15,000,000.00  Valuation Cap or if less, then you will receive a 15.0% discount on the price the new investors are paying.  You also receive 6.0% 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 Common 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 equity securities of the Company as of immediately prior (on a fully diluted basis).

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

Voting Rights (applies when the convertible notes of this Reg. CF offering convert into Common Units)

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*

10% Family and Friends Discount - Invest in First 72 hours

2124 Brewing Company LLC will offer 10% additional bonus interest for all investments that are committed by investors within the first 72 hours of launching the campaign.

5% Early Bird Discount - Invest in First 7 Days

2124 Brewing Company LLC will offer 5% additional bonus interest for all investments that are committed by investors within the first 7 days of launching the campaign.

Tier 1 Investment Perks: $250

1 Can Magnet Opener

1 Sticker

1 Ownership certificate

Tier 2 Investment Perks: $500

1 T-Shirt

All Tier 1 Perks

Tier 3 Investment Perks: $1,000

1 Can Glass

All Lower Tier Perks

Tier 4 Investment Perks: $5,000

1 Backpack

All Lower Tier Perks including 2 each of perks from Tiers 1-3.

Tier 5 Investment Perks: $10,000

1 Cooler

All Lower Tier Perks including 4 each of perks from Tiers 1-3.

A zoom call with the founders.

Note that beer can only be provided for the call in states in which Aurochs Brewing Company is eligible to ship or distribute into at the time of the call.

2% Bonus interest

2124 Brewing Company LLC will offer 2% additional bonus interest for all investments that are committed by investors who invest $10,000 in the campaign.

Tier 6 Investment Perks: $25,000

All Lower Tier Perk in Tiers 1-4 including 4 each of perks from Tiers 1-3.

A zoom call with the founders. 

Note that beer can only be provided for a call in states in which Aurochs Brewing Company is eligible to ship or distribute into at the time of the call. 

5 % Bonus Interest for Tier 6 Investors

2124 Brewing Company LLC will offer 5% additional bonus interest for all investments that are committed by investors who invest $25,000 in the campaign.

*All perks occur after offering is completed.

10% StartEngine Owners' Bonus

2124 Brewing Company LLC will offer 10% additional bonus interest for all investments that are committed by investors that are eligible for the StartEngine Crowdfunding Inc. OWNer's bonus.

Eligible StartEngine shareholders will receive a 10% increase in the annual interest rate on Convertible Promissory Notes in this Offering. This means your annual interest rate will be 6.6% instead of 6%.

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.

Insider Investment Notice

Officers, directors, executives, and existing owners with a controlling stake in the company (or their immediate family members) may make investments in this offering. Any such investments will be included in the raised amount reflected on the campaign page.