*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.

Investment Incentives and Perks*

Early Bird Bonuses:

First 7 days - 10% Bonus Shares

Next 14 days - 5% Bonus Shares

All investors

Will receive a personal letter from Brian thanking investors for their participation.

Investments of $500 or More

Will also receive a Penny Luck Key Chain.*

Investments of $1,000 or More

Will also receive a special edition Penny Luck "owners" shirt.*

Investments of $2,500 or More

Will also receive one pre-release certificate entitling them to one pair of shoes from our future 2021 collections.**

Investments of $5,000 or More

Will also receive 5% bonus shares and one certificate entitling them to the “Original Investors Club” allowing for early access to new designs and 40% off full priced purchases for life.**

Investments of $25,000 or More

Will also receive 10% bonus shares and one certificate entitling them to one pair of a limited edition “Original Investor Shoe Collection” to be a one of a kind, Brian Munoz design with a lucky twist.**

*All perks occur after the offering is completed. Shipping is prepaid for U.S. only.

** "Original Investor Club" discounts will apply only to non discounted products and may be subject to shipping and handling costs. Excludes: customizations, personalizations, resolving costs or any costs associated with charitable donations. Quantity of purchases subject to limitations.

The 10% Bonus for StartEngine Shareholders

Penny Luck Shoes, 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 / share, you will receive 110 Common Stock, meaning you'll own 110 shares for $200. 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.