STARTENGINE PRIVATE: YOUR PORTAL TO INVEST IN VENTURE-BACKED BUSINESSES WITHOUT SPENDING MILLIONS

REASONS TO INVEST

Stopping Companies from Wasting Billions 10

Harness can help organizations alleviate the load of routine and repetitive tasks in software delivery, allowing engineers to devote more time to complex and skilled work; UK businesses alone waste over £10.4 billion ($12.97 billion) each year 10

#1 Ranking From Gartner 5

Harness A.I. technology ranked #1 in the Platform Engineering use case according to Gartner's 2023 Critical Capabilities for DevOps Platforms report 6

Robust Publicly-Traded Client Roster 6
Some of Harness’s clients include well-known brands such as United Airlines, Home Depot, Citi, Carvana, Choice Hotels, Ulta Beauty, and Beachbody 7

Competes with Microsoft’s GitHub 4
A recent case study showed that Harness has introduced next-generation A.I. technology abilities not yet seen on GitHub 4

Gitness: An Open-Source Competitor to GitHub’s Main Platform 7
Beyond their next-generation A.I. technology, in 2023 Harness also released Gitness, an open-source Github competitor that provides an integrated-solution for engineering teams using Harness software; developers can now fully depend on Harness’s products for a fully-integrated solution 8

Saving Companies Up to 70% on Cloud Bills 9
Harness automation technology can save up to 70% on cloud bills by automatically shutting down idle cloud resources when they are not in use 9

$424.4M Raised from Prominent VCs 2
In Harness’s most recent round in 2022, they raised $230M from VCs including 10X Capital, Capital One Ventures, IVP, and more

This valuation is in connection with offerings of preferred stock and based on the prices of the preferred stock at that time. Series Harness owns Class B Common Stock. Unless otherwise indicated, the information herein is based on information obtained from Pitchbook. This information is from publicly available sources, and we do not guarantee its accuracy or completeness. Past performance and valuations are not indicative of future results, and investors should not assume that investments in Series Harness will increase in value. Valuation is not static and can fluctuate based on various factors. See full details in footnote 2.

The value of the offered interests may not be directly equivalent to those of the existing shares of Harness Inc., and may have differing material rights, including a carried interest fee of 20%. Series Harness has the right to purchase additional shares in its sole discretion and purchase additional shares of the underlying company. Assuming no reorganization or other corporate events in the underlying company, there will be 1-1 correspondence between the number of shares owned by Series Harness and the number of shares in the Series outstanding.

This offering is not eligible for any bonus shares. Any reference to bonus shares or similar terms should not be interpreted as an offer or entitled to bonus shares.

Disclaimers:

1. Harness Inc. (f/k/a Wings Software, Inc.) (“Harness”) is not participating or involved in this offering. The availability of company information does not indicate that the company has endorsed, supports or otherwise participates with StartEngine Private LLC or any of its affiliates. StartEngine Private LLC purchases shares from current and former employees, early investors, and advisors of the company. When you make an investment in a company on StartEngine Private, you are purchasing an interest in a series of StartEngine Private LLC, a Delaware limited liability company (the “Series LLC”), which was created to hold shares of a privately held company. An investor will not directly own or hold shares of the private company but instead will own member interests in a series of the Series LLC, which either directly or indirectly, will hold shares in the company. There may not be a one-to-one economic parity on the value of the Series LLC interests and Harness shares.

StartEngine Advisers LLC manages the Series LLC and reports as an exempt reporting advisor (“ERA”) to the Securities and Exchange Commission, which is an investment advisor that is not required to register as a registered investment advisor (“RIA”).

*Past performance is not indicative of future results, and there can be no assurance that any investment in a series of StartEngine Private LLC will achieve comparable results.

2. Unless otherwise indicated, the information on this webpage and our marketing materials for Series Harness is sourced from Pitch Book, a website that maintains a record of the company’s funding rounds, along with their corresponding pre- and post-money valuations. As information on the company, including the valuations, are sourced from publicly available information, we do not guarantee their accuracy or completeness. The data and information may be subject to errors, omissions, or changes over time, and we are not responsible for any inaccuracies in the data and information provided. All the information contained on this page is derived from publicly available data and information, and has not been independently verified by us or any of our affiliates. This information should not be considered as financial or investment advice. Before making any investment decision you should consult your own financial, investment and tax advisors.

3. Source:https://news.microsoft.com/announcement/microsoft-acquires-github/

4. https://www.harness.io/comparison-guide/github-actions-vs-harness

5. https://getlatka.com/companies/harness
6. https://www.harness.io/blog/why-platform-engineers-trust-harness-gartner

7.Source:https://techcrunch.com/2023/09/21/oh-gitness-harness-launches-gitness-an-open-source-github-competitor/?guccounter=1

8. Source: https://www.harness.io/blog/introducing-developer-360-pricing-by-harness
9. Source: https://www.harness.io/products/cloud-cost-management

10. Source: https://betanews.com/2023/06/08/wasted-developer-time-costs-businesses-billions/
11. Source: https://www.harness.io/company/about-us

12. Source: https://fortune.com/2024/05/14/jyoti-bansal-triple-duty-startup-founder-ceo-harness-traceable-unusual-venturesal-ventures/

This Reg D offering is made available through StartEngine Primary, LLC, and sold only to accredited investors through general solicitation. An accredited investor is an individual or entity that meets specific home or net worth requirements as defined by the Securities and Exchange Commission.

The securities being offered have not been registered under the Securities Act of 1933 or any state securities laws and are being offered and sold in reliance on exemptions provided by Regulation D.

This offering is speculative and illiquid, and investors should be prepared to hold the securities for an indefinite period. Investing in securities involves risk, and there is the possibility of losing your entire investment. Neither StartEngine nor its affiliates provide investment advice or recommendations, nor do they offer legal or tax advice regarding any securities.

Investors should carefully review all offering documents, including the private placement memorandum, subscription agreement, and any other relevant materials before making an investment decision.

A.I. Platform Competes with GitHub, a $7.5B Microsoft Acquisition