*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 & Perks*

Perks:

Time-Based Perks

Extreme Early Bird - Invest within the first 72 hours and receive 15% bonus shares.

Super Early Bird - Invest within the first week and receive 10% bonus shares.

Early Bird Bonus - Invest within the first two weeks and receive 5% bonus shares.

Volume-Based Perks

Tier 1 Perk - Invest $500+ and receive a promo code redeemable for a 10-pack of Smart Cups Energy when you email us and we confirm your investment.

Tier 2 Perk - Invest $1,000+ and receive a promo code redeemable for two 10-packs of Smart Cups Energy when you email us and we confirm your investment. 

Tier 3 Perk - Invest $5,000+ and receive a promo code redeemable for a Smart Cups Energy Bundle when you email us and we confirm your investment.

Tier 4 Perk - Invest $10,000+ and receive a promo code redeemable for Smart Cups Energy Bundle, Hat, large T-Shirt and Smart Keeper when you email us and we confirm your investment.

Tier 5 Perk - Invest $25,000+ and receive a promo code redeemable for Smart Cups Energy Bundle, Hat, large T-Shirt and Smart Keeper Plus Zoom Call with Founder Chris Kanik when you email us and we confirm your investment. + 5% bonus shares.

Tier 6 Perk - Invest $100,000+ and receive a promo code redeemable for Everything above plus Smart Facility Tour with Chris Kanik when you email us and we confirm your investment. Opportunity to experience all Smart Cups Technology R&D pipeline applications first hand + 15% bonus shares.

Loyalty Bonus | 10% Bonus Shares

Existing Smart Cup shareholders and waitlisters will receive 10% bonus shares.

Reservations Bonus | 5% Bonus Shares

All reservations holders in the Testing the Waters Reservations Page will receive 5% 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.

*Crowdfunding investments made through a self-directed IRA cannot receive 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 perks because they would be receiving a benefit from their IRA account.

The 10% StartEngine Venture Club Bonus

Smart Cups, Inc. will offer 10% additional bonus shares for all investments that are committed by investors that are eligible for the StartEngine Venture Club.

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 Class A Common Stock at $2.95 / share, you will receive 1,100 shares Class A Common Stock, meaning you'll own 1,100 shares for $2,950 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 the time of offering elapsed (if any). Eligible investors may also receive the Venture Club bonus, the Reservation Bonus and the Loyalty Bonus in addition to the aforementioned bonus.