Invest in LEVELS Network, Inc.
Maximum Number of Shares Offered subject to adjustment for bonus shares
Votings Rights of Securities Sold in this Offering
Irrevocable Proxy. Each Subscriber hereby irrevocably and unconditionally makes, constitutes and appoints each of (i) Andreas Weishaupt or his successor or replacement as a director on the Board of Directors of the Company (collectively, 'Weishaupt") as to 80% of such Subscriber’s Securities (the “Weishaupt Securities”) and (ii) Jonas Frey or his successor or replacement as a director on the Board of Directors of the Company (collectively, "Frey") as to 20% of such Subscriber’s Securities (the “Frey Securities”), as such Subscriber’s sole and exclusive true and lawful proxy and attorney-in fact and proxy with respect to the Weishaupt Securities and the Frey Securities, respectively, for the duration of the Proxy Term, each with the power to act alone and with full power of substitution and re-substitution, to, consistent with this instrument and on behalf of such Subscriber and in such Subscriber's name, place and stead, (i) vote (and consent with respect to) the Weishaupt Securities or Frey Securities, as applicable, including, without limitation, to vote at every annual, special or adjourned meeting of stockholders of the Company and to execute and deliver every consent in lieu of such a meeting, in each case, in a manner Weishaupt or Frey, as the case may be, deems in his sole and absolute discretion appropriate, (ii) give and receive notices and communications, (iii) execute and delivery any instrument or document that the Weishaupt or Frey, as applicable, determines in his sole and absolute discretion to be necessary or appropriate in the exercise of his authority under this instrument, and (iv) take all actions necessary or appropriate in the sole discretion of Weishaupt or Frey, as applicable, for the accomplishment of the foregoing. The proxy and power granted by the Subscriber pursuant to this Section are irrevocable and coupled with an interest sufficient in law to support an irrevocable power. Upon the execution of this Agreement, any and all prior proxies given by any Subscriber with respect to any Securities are hereby revoked and, subject to the terms and conditions set forth in this Agreement, each Subscriber agrees not to grant during the Proxy Term any subsequent proxies with respect to the Weishaupt Securities or Frey Securities if and to the extent inconsistent with this Section. The proxy and power, so long as the Subscriber is an individual, will survive the death, disability, incapacity, incompetency, insolvency, and bankruptcy of the Subscriber and, so long as the Subscriber is an entity, will survive the insolvency, bankruptcy, merger or reorganization of the Subscriber or any other entity holding the Securities. The proxy and power granted hereby shall continue in full force and effect until the expiration of the “Proxy Term” which for purposes of this Section means the period from and after the date of this Agreement through (i) 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 (ii) the effectiveness of a registration statement under the Securities Exchange Act of 1934 covering the Common Stock, whichever occurs first.
*Maximum Number of Shares Offered subject to adjustment for bonus shares. See Bonus info below.
Investment Incentives and Bonuses*
All Investors:
All investors will recieve the LEVELS Investors Badge which allows access to beta functions, a line of communication to management to suggest features and enables users to grow a follower base more quickly than others.
The Perks details are:
• Access to the LEVELS Investor communities. LEVELS Management will read threads on #InvestorImprovementIdeas every work day.
• Real-Time Access to Beta-Functions.
• At the moment the general public cannot upload videos or post links in the LEVELS social network, these postings tend to be the most interactive and are currently restricted to a very small set of power users.
This permission set will allow early users to create large follower bases much quicker than other users.
This permission set will set you up to become an influencer on LEVELS with more followers than others as you don't have to compete with everyone else on the network to create great content.
• 10 NFC-Personalized Paper Profile Cards
• Personalized Phone Wallpaper
Early Bird
• First 96 hours - Friends and Family | 20% bonus shares
• Next 96 hours - Super Early Bird | 10% bonus
• Next 7 days - Early Bird Bonus | 5% bonus shares
Volume
• $500+ (Tier 1 perk)
• Demi Status on the LEVELS Network
• $500 Advertising Credit
• $1,350 (Tier 2 perk)
• Imperial Status on the LEVELS Network
• $1500 Advertising Credit
• $5,000+ (Tier 3 perk)
• Magnum Status on the LEVELS Network
• $6,250 Advertising Credit
• $10,000+ (Tier 4)
• Jeroboam Status on the LEVELS Network
• $15,000 Advertising Credit
• $25,000+ (Tier 5)
• Methusalem Status on the LEVELS Network
o Exemplary Perk: Managed Access in High-End Restraurants world wide
• $40,000 Advertising Credit
• $50,000+ (Tier 6)
• Methusalem Status on the LEVELS Network
• $100k Advertising Credit
• $100,000+ (Co-Founder status)
• Salmanazar Status on the LEVELS Network
• $250k Advertising Credit
• 100 Metal LEVELS Personalized Profile Card
• Rose-colored for Women (if desired)
• Black for Men (if desired)
*All perks occur when the offering is completed.
The 10% StartEngine Owners' Bonus
Hylio, 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 Class B Common Stock at $3.50 / share, you will receive 110 shares of Class B Common Stock, meaning you'll own 110 shares for $385. 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.
Irregular Use of Proceeds
Cancel anytime before 48 hours before a rolling close or the offering end date.
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