Island-Inspired Flavors, Aloha Spirit.

Voting Rights of Securities Sold in this Offering

Investors will not have any voting rights with respect to the Shares. Subject to the provisions of our Certificate of Incorporation and Bylaws and an irrevocable proxy (the “Proxy”) to be granted by Investors to the Nominee, as the holder of record of the Shares, the Nominee shall be entitled to vote the Shares on matters that require the approval or consent of our stockholders under the Certificate of Incorporation and the Bylaws. Pursuant to the terms of the Proxy, the Nominee shall vote the Shares consistently with (i) the voting provisions of the Stockholders’ Agreement, or if the Stockholders’ Agreement has been terminated, (ii) the majority of the votes cast on any matter voted on by the stockholders of the Company at any meeting thereof. Subject to the rights of the stockholders to consent to or approve certain matters, we shall be managed by a Board of Directors (the “Board”). The Board shall be designated as set forth in the Certificate of Incorporation and the Bylaws. Please review the Company's Form C for all material rights related to this offering.

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

Bonus Shares

Certain Investors will be eligible to receive additional Shares as a percentage of Shares purchased (“Bonus Shares”) under one or more of the categories below. In each case, fractional Shares will not be distributed, and the number of Bonus Shares an Investor receives will be determined by rounding down to the nearest whole Share. An Investor who qualified for each category of Bonus Shares could potentially receive up to 35% additional Shares.

In order to receive Bonus Shares and other incentives with respect to an investment, an Investor must submit a single investment that meets the minimum requirement. Bonus Shares will not be granted if an Investor submits multiple investments that, when combined, meet the minimum requirement. All Bonus Shares and other investment incentives will be issued following the closing of the Offering.

Loyalty Bonus Shares

Investors in the Offering who also invested in our Regulation Crowdfunding offering that closed on April 24, 2022 (the “April 2022 Crowdfunding Offering”) will receive additional Shares (“Loyalty Bonus Shares”) equal to 10% of the number of Shares they purchase in the Offering. Loyalty Bonus Shares may be combined with StartEngine Owner’s Bonus Shares and either Time-Based Bonus Shares or Volume-Based Bonus Shares.

Time-Based Bonus Shares

Investors who invest shortly after the Offering launches will receive additional Shares as a percentage of their investment (“Time-Based Bonus Shares”). Time-Based Bonus Shares may be combined with StartEngine Owner’s Bonus Shares (as defined below) and Loyalty Bonus Shares (as defined below) but cannot be combined with Volume-Based Bonus Shares (as defined below). If you are eligible for both Time-Based Bonus Shares and Volume-Based Bonus Shares, you will receive the higher of the two. 

Early Bird Bonus Shares

Investors who invest any amount within the first two weeks of the Offering’s launch will receive Time-Based Bonus Shares equal to 3% of the number of Shares they purchase in the Offering.

Super Early Bird Bonus Shares

Investors who invest any amount within the first week of the Offering’s launch will receive Time-Based Bonus Shares equal to 5% of the number of Shares they purchase in the Offering.

Volume-Based Bonus Shares

Investors who invest large amounts in the Offering will receive additional Shares as a percentage of their investment (“Volume-Based Bonus Shares”). Volume-Based Bonus Shares may be combined with StartEngine Owner’s Bonus Shares and Loyalty Bonus Shares (as defined below) but cannot be combined with Time-Based Bonus Shares (as defined below). If you are eligible for both Volume-Based Bonus Shares and Time-Based Bonus Shares, you will receive the higher of the two. 

Tier 1 | $1,000+

Invest $1,000+ and receive $25 in loyalty rewards dollars.

Tier 2 | $2,500+

Invest $2,500+ and receive $100 in loyalty rewards dollars.

Tier 3 | $5,000+

Invest $5,000+ and receive $200 in loyalty rewards dollars.

Tier 4 | $10,000+

Investors who invest $10,000 or more in the Offering will receive Volume-Based Bonus Shares equal to 5% of the number of Shares they purchase in the Offering + $200 in loyalty rewards dollars.

Tier 5 | $25,000+

Investors who invest $25,000 or more in the Offering will receive Volume-Based Bonus Shares equal to 8% of the number of Shares they purchase in the Offering + $200 in loyalty rewards dollars.

Tier 6 | $50,000+

Investors who invest $50,000 or more in the Offering will receive Volume-Based Bonus Shares equal to 10% of the number of Shares they purchase in the Offering + $200 in loyalty rewards dollars.

Tier 7| $100,000+

Investors who invest $100,000 or more in the Offering will receive Volume-Based Bonus Shares equal to 15% of the number of Shares they purchase in the Offering + $200 in loyalty rewards dollars.

StartEngine Owner’s Bonus Shares

Investors in the Offering who are members of the StartEngine Crowdfunding, Inc. OWNer’s Bonus program will receive additional Shares (“StartEngine Owner’s Bonus Shares”) equal to 10% of the number of Shares they purchase in the Offering. StartEngine Owner’s Bonus Shares may be combined with Loyalty Bonus Shares and either Time-Based Bonus Shares or Volume-Based Bonus Shares. 

StartEngine Owner’s Bonus program members will also have priority if they are on the waitlist to invest and we surpass our 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.

*In order to receive bonus shares or 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.