Voting Rights of Securities Sold in this Offering
Voting Proxy. Each Subscriber shall appoint the President of the Company, 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 President 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 President 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.
*Maximum Number of Shares Offered subject to adjustment for bonus shares. See Bonus info below.
Company Perks*
Time-Based:
Friends and Family Early Birds
Invest within the first 72 hours and receive additional 15% bonus shares.
Super Early Bird Bonus
Invest within the first week and receive additional 10% bonus shares.
Early Bird Bonus
Invest within the first two weeks and receive an additional 5% bonus shares.
Lead Investor
Invest $250,000 within the first 2 weeks and receive an additional 20% bonus shares.
Amount-Based:
$500+ | Tier 1
Join the priority waitlist to be among the first to receive the Smardii system
$1,000+ | Tier 2
5% bonus shares + Join the priority waitlist to be among the first to receive the Smardii system
$2,500+ | Tier 3
7% bonus shares + Join the priority waitlist to be among the first to receive the Smardii system
$5,000+ | Tier 4
9% bonus shares + Join the priority waitlist to be among the first to receive the Smardii system + Meet (virtually) with the Founders to discuss “Smardii Into the Future”.
$10,000+ | Tier 5
12% bonus shares + Join our Clinical/Investor advisory group + 10% discount on Smardii (Outside discounts/margins won’t stack) + Join priority waitlist + invitation to our “Investors Greetings Dinner” (transportation/accommodation costs excluded).
*All perks occur when the offering is completed.
The 10% StartEngine Owners' Bonus
Smardii's 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 A Common Stock at $2.40 / share, you will receive 110 shares, meaning you'll own 110 shares for $240. 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.
