INVESTMENT OPPORTUNITY

Convertible Promissory Notes

Maximum ($308,000) of Convertible Promissory Notes

Minimum ($10,000) of Convertible Promissory Notes

Company	Epec Holdings, Inc.

Physical Address	1776 Pine Island Road, Suite 316 Plantation, Florida 33322

Description of Business	Pioneering a Gluten Free, 100% American-grown sorghum whiskey

Type of Security Offered	Convertible Promissory Note

Minimum Investment Amount (per investor)	$100

CONVERTIBLE PROMISSORY NOTES TERMS

Note converts to CF Shadow Series Stock when the company raises $1,000,000 in a Qualified Financing.

“CF Shadow Series Stock” means a series of capital stock of the Company that is identical in all respects to the shares of capital stock issued in the relevant Qualified Financing (or, in case there is no Qualified Financing, the common stock of the Company); provided, however, that:

(i) the shareholders of such series shall have no voting rights and shall not be entitled to vote on any matter that is submitted to a vote or for the consent of the shareholders of the Company;

(ii) on any matter to which the shareholders of such series are entitled to vote by law, such holders shall be required to vote in line with the majority of the holders of common stock and preferred stock of the Company; and

(iii) the shareholders of such series shall not be entitled to have information or inspection rights, except with respect to such rights deemed not waivable by laws

Maturity Date: April 30, 2019

If no Qualified Financing by the Maturity Date, the Notes convert into CF Shadow Series Stock according to the terms below.

3% Annual Interest Rate*

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

If you invest DURING the First 30 Days:

$3,850,000.00 Valuation Cap

If no Qualified Financing by the Maturity Date, the Notes convert into CF Shadow Series Stock at;

Price Per Share = $3,850,000.00 Valuation Cap / 103,085,609 shares

If you invest AFTER the first 30 Days:

$4,812,500.00 Valuation Cap

If no Qualified Financing by the Maturity Date, the Notes convert into CF Shadow Series Stock at;

Price Per Share = $4,812,500.00 Valuation Cap / 103,085,609 shares

Convertible Note Terms

This convertible note offers you the right to receive shares in EPEC Holdings, Inc. upon the occurrence of certain events. The number of shares you may receive in the future will be determined at the next equity round in which the Company raises at least $1,000,000 in qualified equity financing.

If you invest during the first 30 days, the highest conversion price per share is set based on a $3,850,000 Valuation Cap or if less, then you will receive the price the new investors are purchasing equity.

If you invest after the first 30 days, the highest conversion price per share is set based on a $4,812,500 Valuation Cap or if less, then you will receive the price at which the new investors are purchasing equity.

You also receive 3% interest per year added to your investment. When the maturity date is reached, if the note has not converted yet, then the notes convert into CF Shadow Series Stock at a predetermined price that equals valuation cap of your Note divided by 103,085,609.

The 10% Bonus for StartEngine Shareholders (This bonus period is concluded as of 3:30PM PT on January 4, 2018)

Epec Holdings, Inc. will offer a 10% bonus on the annual interest rate for all investments that are committed by StartEngine Crowdfunding Inc. shareholders (with ≥ $1,000 invested in the StartEngine Reg A+ campaign) within 24 hours of this offering going live.

StartEngine shareholders who have invested $1,000+ in the StartEngine Reg A+ campaign will receive a 10% increase in the annual interest rate on Convertible Promissory Notes in this Offering if they invest within a 24-hour window of their campaign launch date. For example, if invest in the first 24 hours, your annual interest rate will be 3.3% instead of 3%.

This 10% Bonus is only valid for one year from the time StartEngine Crowdfunding Inc. investors receive their countersigned StartEngine Crowdfunding Inc. subscription agreement.