Pioneering A New Dimension in Personal & Cargo Mobility

Voting Rights of Securities Sold in this Offering

The Series Seed 2 Preferred Stock being offered herein do not offer any voting rights, unless required by law. Further, the number of authorized shares of Class A Common Stock (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 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. 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. The provisions of this Section 24 shall survive the termination or expiration of this Subscription Agreement.

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

Investment Incentives*

Loyalty Bonus | 100% Bonus Shares

As you are a previous investor or a predesignated friend/family member of Doroni Aerospace, you are eligible for additional bonus shares.

Time-Based Perks

Early Bird 1

Invest $5,000+ within the first 5 days and receive 15% bonus shares.

Early Bird 2

Invest $10,000+ within the first 5 days and receive 20% bonus shares.

Early Bird 3

Invest $20,000+ within the first 5 days and receive 25% bonus shares.

Early Bird 4

Invest $50,000+ within the first 5 days and receive 30% bonus shares.

Early Bird 5

Invest $100,000+ within the first 5 days and receive 35% bonus shares.

Amount-Based Perks

Tier 1

Invest $5,000+ and receive 5% bonus shares 

Tier 2

Invest $10,000+ and receive 15% bonus shares + free pre-order of a H1-X (a value of a $1,000 non-refundable deposit) + addition to the priority delivery list + the opportunity to be on the first test flights of the Doroni H1-X, and VIP tour of Doroni HQ*

Tier 3

Invest $25,000+ and receive 20% bonus shares + free pre-order of a H1-X (a value of a $1,000 non-refundable deposit) + addition to the priority delivery list + the opportunity to be on the first test flights of the Doroni H1-X, and VIP tour of Doroni HQ*

Tier 4

Invest $50,000+ and receive 25% bonus shares + free pre-order of a H1-X (a value of a $1,000 non-refundable deposit) + addition to the priority delivery list + the opportunity to be on the first test flights of the Doroni H1-X, and VIP tour of Doroni HQ*

Tier 5

Invest $100,000+ and receive 30% bonus shares + free pre-order of a H1-X (a value of a $1,000 non-refundable deposit) + addition to the priority delivery list + the opportunity to be on the first test flights of the Doroni H1-X, and VIP tour of Doroni HQ*

*Non-bonus share perks capped to first 150 indviduals.

** 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

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 shareholders 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 / share, you will receive 110 shares of Series Seed-2 Preferred Stock, meaning you'll own 110 shares for $296. 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 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 and Loyalty Bonus in addition to the aforementioned bonus.