Company	:	LocalEyes, Inc.
Corporate Address	:	412 W Rivers Edge Dr, Provo, UT 84604
Offering Minimum	:	$124,000.00
Offering Maximum	:	$1,100,000.00
Minimum Investment Amount (per investor)	:	$500.00

Terms

Offering Type	:	Convertible Promissory Notes
Type of Equity Converted Into	:	Non-Voting Common Stock
Conversion Trigger	:	$3,000,000.00
Maturity Date	:	January 15, 2027
Valuation Cap	:	$6,000,000.00
Discount Rate	:	20.0%
Annual Interest Rate	:	5.0%

What is a Convertible Note?

A convertible note offers you the right to receive Non-Voting Common Stock in LocalEyes, Inc.. The amount of Non-Voting Common Stock you will receive in the future will be determined at the next equity round in which the Company raises at least $3,000,000.00 in a qualified equity financing. The highest conversion price per security is set based on a $6,000,000.00 Valuation Cap or if less, then you will receive a 20.0% discount on the price the new investors are paying. You also receive 5.0% interest per year added to your investment. When the maturity date is reached, if the note has not converted then you are entitled to receive Non-Voting Common Stock equal to your investment and interest back at a price per security determined by dividing the Valuation Cap by the aggregate number of outstanding equity securities of the Company as of immediately prior (on a fully diluted basis).

*Annual Interest Rate subject to adjustment of 10% bonus for StartEngine noteholders. See 10% Bonus below.

Investment Incentives & Bonuses*

Loyalty Bonus | 25% Bonus Interest

Previous investors in Talsey AI are eligible for added bonus interest.

Time-Based Perks

Early Bird 1: Invest $1,000+ within the first 2 weeks | 10% bonus interest

Early Bird 2: Invest $5,000+ within the first 2 weeks | 15% bonus interest

Early Bird 3: Invest $10,000+ within the first 2 weeks | 20% bonus interest

Early Bird 4: Invest $20,000+ within the first 2 weeks | 25% bonus interest

Early Bird 5: Invest $50,000+ within the first 2 weeks | 30% bonus interest

Mid-Campaign Perks (Flash Perks)

Flash Perk 1: Invest $2,500+ between day 35 - 40 and receive 10% bonus interest

Flash Perk 2: Invest $2,500+ between day 60 - 65 and receive 10% bonus interest

Amount-Based Perks

Tier 1 Perk: Invest $500+ | Receive 2% bonus interest + a branded Talsey AI laptop sleeve.

Tier 2 Perk: Invest $1,000+ | Receive 4% bonus interest + an exclusive webinar on AI trends.

Tier 3 Perk: Invest $5,000+ | Receive 5% bonus interest + a year-long subscription to a leading AI research journal.

Tier 4 Perk: Invest $10,000+ | Receive 7% bonus interest + a virtual tour of Talsey AI's R&D center.

Tier 5 Perk: Invest $50,000+ | Receive 15% bonus interest + an opportunity to meet Talsey AI’s CEO online.

*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 interest 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

LocalEyes, Inc. D/B/A Talsey AI will offer 10% additional bonus interest for all investments that are committed by investors who are eligible for the StartEngine Crowdfunding, Inc. Venture Club Bonus.

Eligible StartEngine convertible note holders will receive a 10% increase in the annual interest rate on Convertible Promissory Notes in this Offering. This means your annual interest rate will be 5.5% instead of 5%.

This 10% Bonus is only valid during the investor’s 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. Eligible investors will also receive the Venture Club Bonus and the Loyalty Bonus in addition to the aforementioned bonus.

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