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

Voting Rights of the Underlying Security

Voting Proxy. The Convertible Promissory Note Series 2024-CF that investors purchase in this Regulation CF offering does not hold voting rights. Should any convertible promissory notes convert into shares of the Company's Common Stock, 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.

Forward-Looking Information

THE OFFERING MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

Investment Incentives & Bonuses*

Loyalty Bonus

As you are a previous investor, you will receive a 50% increase in the annual interest rate.

Time-Based Perks

Early Bird 1: Invest $1,000+ within the first 2 weeks and receive a 20% increase in the annual interest rate.

Early Bird 2: Invest $5,000+ within the first 2 weeks and receive a 25% increase in the annual interest rate.

Early Bird 3: Invest $10,000+ within the first 2 weeks and receive a 30% increase in the annual interest rate.

Early Bird 4: Invest $20,000+ within the first 2 weeks and receive a 35% increase in the annual interest rate.

Early Bird 5: Invest $50,000+ within the first 2 weeks and receive a 50% increase in the annual interest rate.

Mid-Campaign Perks (Flash Perks)

Flash Perk 1: Invest $5,000+ between Day 35 and Day 40 and receive a 10% increase in the annual interest rate.

Flash Perk 2: Invest $5,000+ between Day 60 and Day 65 and receive a 10% increase in the annual interest rate.

Amount-Based Perks

Tier 1: Invest $1,000+ and receive a 5% increase in the annual interest rate.

Tier 2: Invest $5,000+ and receive a 10% increase in the annual interest rate.

Tier 3: Invest $10,000+ and receive 15% increase in the annual interest rate.

Tier 4: Invest $20,000+ and receive a 20% increase in the annual interest rate.

Tier 5: Invest $50,000+ and receive a 30% increase in the annual interest rate.

*In order to receive perks from an investment, one must submit a single investment in the same offering that meets the minimum perk requirement. Bonus interest 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.

Crowdfunding investments made through a self-directed IRA cannot receive non-bonus interest perks due to tax laws. The Internal Revenue Service (IRS) prohibits self-dealing transactions in which the investor receives an immediate, personal financial gain on investments owned by their retirement account. As a result, an investor must refuse those non-bonus interest perks because they would be receiving a benefit from their IRA account.

The 10% StartEngine Venture Club

Lexi Devices, Inc. will offer 10% additional bonus interest for all investments that are committed by investors that are eligible for the StartEngine Venture Club bonus.

Eligible StartEngine shareholders will receive a 10% increase in the annual interest rate on their Convertible Promissory Note Series 2024-CF in this Offering. This means your annual interest rate will be 5.28% instead of 4.8%.

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 canceled or fail.

Investors will receive the highest single bonus they are eligible for among the bonuses based on the amount invested and the time of offering elapsed (if any). Eligible investors will also receive the Owner’s Bonus, the Loyalty Bonus, and the Audience Bonus in addition to the aforementioned bonus.