Company	:	Nipyata, Inc.
Corporate Address	:	308 Catalina Boulevard, San Rafael, CA 94901
Offering Minimum	:	$9,998.22
Offering Maximum	:	$1,234,999.56
Minimum Investment Amount (per investor)	:	$249.21

Terms

Offering Type	:	Equity
Security Name	:	Common Stock
Minimum Number of Shares Offered	:	4,694
Maximum Number of Shares Offered	:	579,812
Price per Share	:	$2.13
Pre-Money Valuation	:	$17,040,000.00

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

Voting Rights of Securities Sold in this Offering

Voting Proxy. 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.

Time-Based:

Friends and Family Early Birds

Invest within the first 72 hours and receive 20% bonus shares.

Super Early Bird Bonus

Invest within the first week and receive 15% bonus shares.

Early Bird Bonus

Invest within the first two weeks and receive 10% bonus shares.

Amount-Based:

$249+ | The Stay Classy

Receive a 12-pack of our Drinkable Greeting Cards to share with your favorite boozy friends, family and co-workers, plus 10% off NIPYATA! orders for one year. Stay Classy you boozy beauty.

$500+ | The Stay Bougie

Receive a FREE Stay Classy Burrito (includes 10 of our favorite nips) with your investment. Celebrate perhaps the smartest investment you’ve ever made by smashing the original booze-filled piñata. Cheers to you, Mr. Warren Buffet, you boozy beaut!

$1,000+ | The Dirty Bird

Receive a FREE $100 Sampler Pack from our favorite Beverage Alcohol Brands including BakeSale, SodaJerk, Hecho Tequila & Soda, VIVA Tequila Seltzer and Celaya Tequila! This investment is going to be the talk of the town at your next social soiree.

$2,500+ | El Toro Loco

Receive a FREE $150 Sampler Pack as detailed in Tier 3. The Crazy Bull once said you’d be crazy not to invest into NIPYATA! Start Engine Round. Then you realized you didn’t invest nearly enough. Double down with the El Toro Loco and thank us later.

$5,000+ | The Peen

Receive a FREE $250 Sampler Pack as detailed in Tier 3. The Peen-Yata! put NIPYATA! on the map for the ultimate Bachelorette Party Enhancement Gift - and this investment might just put you on the Midas List. Includes 5% additional bonus shares.

$10,000+ | The Sugar Mama

15% Off All Nipyata Purchases For 2 Years. Receive a FREE $500 Sampler Pack as detailed in Tier 3! If you’ve always wanted to become a Sugar Mama, this perhaps could be just the right investment for you. Includes 10% additional bonus shares.

$25,000+ | The Big Hitter

20% Off All Nipyata Purchases For 2 Years. Receive a FREE $1,000 Sampler Pack as detailed in Tier 3. You’re a Big Hitter and now it’s time to get back on your yacht and enjoy some tasty beverages, you beauty! Includes 15% additional bonus shares.

*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 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.

StartEngine 10% Owners' Bonus

Nipyata, 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 Common Stock at $2.13 / share, you will receive 110 shares of Common Stock, meaning you'll own 110 shares for $213. 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 canceled or fail.

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

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