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.

*Maximum Number of Shares Offered subject to adjustment for bonus shares. See Bonus info below.

Company Perks*

All Investor Owners Club:

-10% lifetime discount on EvolveHer memberships, event hosting/production, EvolveHer exclusive event tickets, merch, services and products.

- Early access to products, member perks, sampling, VIP invites, beta access to product launches and focus groups

- Inclusion in Member Directory 

Early Bird

- First 48 hours - Friends and Family Early Birds | 10% bonus shares

- Next 5 days - Early Bird Bonus | 5% bonus shares

Volume

$500+ (Tier 1 perk)

- (3) Free Event Listings on EvolveHer Digital Platform 

- (3) months Connections and/or Digital Membership to EvolveHer Platform (After Beta access ends)

$1,000 (Tier 2 perk)

- (6) Free Event Listings on EvolveHer Digital Platform 

- (6) months Connections and/or Digital Membership to EvolveHer Platform (After Beta access ends)

$2,500+ (Tier 3 perk)

- EvolveHer Newsletter Ad Unit ( Distributed to 43,000 users) linking to your brand page

- (12) Free Event Listings on EvolveHer Digital Platform 

- (12) months Connections and/or Digital Membership to EvolveHer Platform (After Beta access ends)

$5,000+ (Tier 4 + 5% bonus shares)

(Tier 3 Perk) plus:

- EvolveHer Seal to post on the website, LinkedIn or social media

- Sponsor of (3) episodes of The EvolveHer Unpacked Podcast

 (2) EvolveHer Newsletter Ad Units ( Distributed to 42,000 users) linking to your brand page

- (1) Free virtual event hosted on EvolveHer's streaming platform, 

- EvolveHer t-shirt

$10,000+ (Tier 5 + 10% bonus shares)

(Tier 4 Perk) plus:

- Enhanced Company Profile with a prominent position on the website

- (1) EvolveHer Spotlight Content: Featured interview and article posted/promoted on EvolveHer website, InstaStory Highlight and in newsletter

$25,000+ (Final Tier + 15% bonus shares)

(Above) plus:

- Enterprise-level Access for Company: to Digital Platform (Community, Virtual Programming, Resources, Content, Member Perks and profiles)

- (1) Year Premiere Profile on Digital Platform

- (1) Unlimited National Event Postings (must be relevant & approved)

- EvolveHer Editorial Feature in Newsletter (Distributed to 43,000 users) linking to your brand page & on EvolveHer website

- EvolveHer T-shirt

- Access to distribute your product to EvolveHer community through event integration.

*All perks occur when the offering is completed.

The 10% Bonus for StartEngine Shareholders

EvolveHer, 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 and 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 cancelled or fail.

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