Company	:	Doroni Aerospace, Inc
Corporate Address	:	11555 Heron Bay Blvd. Suite 200, Coral Springs, FL 33076
Offering Minimum	:	$9,998.88
Offering Maximum	:	$1,783,142.48
Minimum Investment Amount (per investor)	:	$594.96

Terms

Offering Type	:	Equity
Security Name	:	Series Seed-2 Preferred Stock
Minimum Number of Shares Offered	:	3,378
Maximum Number of Shares Offered	:	602,413
Price per Share	:	$2.96
Pre-Money Valuation	:	$209,118,683.84

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

Voting Rights of Surities Sold in this Offering

The Series Seed 2 Preferred Stock being offered herein (the “Securities”) do not offer any voting rights, unless required by law. Further, the number of authorized shares of Class A Common Stock of the Company (the "Class A Common Stock") (in which the Series Seed 2 Preferred Stock are convertible) may be increased or decreased by the affirmative vote of the holders of a majority of the votes represented by all outstanding shares of capital stock of the Company entitled to vote, irrespective of the provisions of Section 242(b)(2) of the Delaware General Corporation Law.

As a condition to the purchase of the Securities, upon the issuance of the Securities, the Subscriber agrees that the Chief Executive Officer of the Company (the "CEO"), or his or her successor, is appointed 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 (to the extent applicable) all Securities, at any time and from time, on any matter for which approval of the holders of the Company's stock is sought or upon which such holders are otherwise entitled to vote or consent by written consent, (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 (collectively, the “Proxy”). The Proxy granted by the Subscriber pursuant to this Section are coupled with an interest. The Proxy will be irrevocable. The Proxy, 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. The provisions of this Section 22 shall survive the termination or expiration of this Subscription Agreement.

Forward-Looking Information Legend

THE OFFERING MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

Investment Incentives*

Loyalty Bonus | 50% Bonus Shares

Available to previous investors or predesignated friends/family of Doroni Aerospace.

Time-Based Perks

Early Bird Bonus

Invest within the first 2 weeks and receive 20% bonus shares.

Mid-Campaign Perks

Invest $594+ between days 40-46 and receive 10% bonus shares

Invest $594+ between days 60-66 and receive 10% bonus shares

Amount-Based Perks

Tier 1 | $2,500+

10% bonus shares + Doroni Starter Investor Package (1 cap + 1 shirt)

Tier 2 | $5,000+

15% bonus shares + Doroni Mid-Level Investor Package (2 caps + 2 shirts)

Tier 3 | $10,000+

20% bonus shares + Free H1-X pre-order reservation (valued at $1,000) + Doroni Premium Investor Package (2 caps, 2 shirts, and exclusive accessories)

Tier 4 | $25,000+

25% bonus shares + Free H1-X pre-order reservation (valued at $1,000) + Invitation to attend first H1-X test flights + VIP tour of Doroni HQ and flight simulator + Access to exclusive investor events + VIP Doroni Investor Package (2 caps, 2 shirts, premium accessories, and more)

Tier 5 | $50,000+

30% bonus shares + Free H1-X pre-order reservation (valued at $1,000) + Invitation to attend first H1-X test flights + VIP tour of Doroni HQ and simulator + Access to exclusive investor events + VIP Doroni Investor Package (2 caps, 2 shirts, premium accessories, and a collector’s replica model of the H1-X)

The 10% StartEngine Venture Club Bonus

Doroni Aerospace will offer 10% additional bonus Shares for all investments that are committed by investors that are eligible for the StartEngine Venture Club Bonus.

This means eligible StartEngine Venture Club Bonus investors will receive a 10% bonus for any Shares they purchase in this offering. For example, if you buy 100 shares of Series Seed-2 Preferred Stock at $2.96 per share, you will receive 110 shares of Series Seed-2 Preferred Stock. 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, as determined by StartEngine. 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 time of offering elapsed (if any). Eligible investors will also receive the Venture Club Bonus, Reservation Bonus and Loyalty Bonus in addition to the aforementioned bonus.

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