Company	:	Toy Overlord Inc
Corporate Address	:	3753 S State St, Salt Lake City, UT 84115
Offering Minimum	:	$9,999.99
Offering Maximum	:	$1,069,999.56
Minimum Investment Amount (per investor)	:	$199.71

Terms

Offering Type	:	Equity
Security Name	:	Common Stock
Minimum Number of Shares Offered	:	15,873
Maximum Number of Shares Offered	:	1,698,412
Price per Share	:	$0.63
Pre-Money Valuation	:	$4,961,250.00

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

Time Based Perks¹

Super Early Bird

Invest within first 48 hours and get an additional 10% bonus shares

Early Bird

Invest within the first week and get an additional 5% bonus shares

Amount Based Perks¹

Starter Pack

Invest $200+

Receive a Toy Overlord Pinmate as a token of our gratitude

Level I: Fanboy

Invest $500+

$25 Megalopolis gift card + choice of free Megalopolis gift shop t-shirt + lifetime subscription to Megalopolis Stream + previous perks*

Level II: Iron

Invest $1000+

$250 Megalopolis gift card + Megalopolis exclusive figure—Boss Fight Studio Vitruvian H.A.C.K.S. Darvold + previous perks*

Level III: Bronze

Invest $2500+

$500 Megalopolis gift card + Boss Fight Studio Vitruvian H.A.C.K.S. Bundle (about $250 worth of product) that is compatible with our exclusive + previous perks*

Level IV: Silver

Invest $5000+

Digital download of exclusive, previously unseen Overlordin' Ain't Easy animated short + lifetime free shipping + previous perks*

Level V: Gold

Invest $10,000+

Double loyalty points for life** + Level IV: Silver

Level VI: Platinum

Invest $25,000+

Triple loyalty points for life** + Level IV: Silver

Level VII: Diamond

Invest $50,000+

Mythic Legions action figure autographed by H. Eric Mayse (Cornboy) of 4Horsemen Toy Design + 5% bonus shares + Level VI: Platinum

Level VIII: Hero

Invest $75,000+

Your choice of an all-expense-paid trip to either Salt Lake City to meet the owners of Megalopolis & see the headquarters or a trip to New York with the team for the New York Toy Fair. Both include Level VII: Diamond which includes 5% bonus shares

*For all + previous perks, gift card values are not cumulative

**For both in-stock and pre-order items

^[1]All perks occur after the offering is completed.

The 10% Bonus for StartEngine Shareholders

Toy Overlord Inc. will offer 10% additional bonus shares for all investments that are committed by StartEngine Crowdfunding Inc. shareholders who invested over $1,000 or made at least two investments in StartEngine's own offerings.

This means eligible StartEngine shareholders will receive a 10% bonus for any shares they purchase in this offering. For example, if you buy 1,000 shares of Common Stock at $0.63 / share, you will receive 100 bonus Common Stock, meaning you'll own 1,100 shares for $630 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 for one year from the time StartEngine Crowdfunding Inc. investors receive their countersigned StartEngine Crowdfunding Inc. subscription agreement, unless their eligibility period has been extended through additional subsequent investments in StartEngine's own offerings.

Investors eligible for this bonus will also have priority if they are on a waitlist to invest and the company that 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.