Elevating the Bakery Bistro Experience

*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. 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 Bonuses*

Time-Based:

Extreme Early Bird - Invest $2,500+ in the first week and receive 10% bonus shares.

Super Early Bird - Invest $5,000+ within the first week and receive 20% bonus shares.

Audience-Based:

Previous investors and people who sign up on our interest list to invest prior to the raise will receive 10% Bonus shares.

Amount-Based:

Tier 1 - Invest $500+ and receive a $50 The Coffee Class / Almond & Oat E-Gift Card

Tier 2 - Invest $1,000+ and receive a $100 The Coffee Class / Almond & Oat E-Gift Card

Tier 3 - Invest $2,500+ and receive a 10% VIP Investor Discount Card for all The Coffee Class / Almond & Oat locations + Exclusive Access to our upcoming Investor Facebook Group + Invite for two to our Exclusive Investor Dinner at the conclusion of the raise. + 3% bonus shares

Tier 4 - Invest $5,000+ and receive a 10% VIP Investor Discount Card for all The Coffee Class / Almond & Oat locations + Exclusive Access to our upcoming Investor Facebook Group + One “The Coffee Class” T-Shirt, Mug and Cold Brew Growler. + 5% bonus shares

Tier 5 - Invest $10,000+ and receive a 10% VIP Investor Discount Card for all The Coffee Class / Almond & Oat locations + Exclusive Access to our upcoming Investor Facebook Group + Invite for two to our Exclusive Investor Dinner at the conclusion of the raise + Two “The Coffee Class” T-Shirts, Mugs and Cold Brew Growlers. + 7% bonus shares

Tier 6 - Invest $25,000+ and receive a 10% VIP Investor Discount Card for all The Coffee Class / Almond & Oat locations + Exclusive Access to our upcoming Investor Facebook Group + Invite for four to our Exclusive Investor Dinner at the conclusion of the raise + Four “The Coffee Class” T-Shirts, Mugs and Cold Brew Growlers + Private 30 min Zoom Call with Founder & CEO Kyle Cunningham + 10% Bonus Shares 

Tier 7 - Invest $50,000+ and receive a 20% VIP+ Investor Discount Card for all The Coffee Class / Almond & Oat locations + Exclusive Access to our upcoming Investor Facebook Group + Invite for four to our Exclusive Investor Dinner at the conclusion of the raise + Four “The Coffee Class” T-Shirts, Mugs and Cold Brew Growlers + Private Breakfast or Dinner with Founder & CEO Kyle Cunningham + Exclusive Tour of Our Operations + 10% Bonus Shares 

The 10% StartEngine Owners' Bonus

The Coffee Class 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 $1.85 / share, you will receive 10 additional shares of Common Stock, meaning you'll own 110 shares for $185. 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 and the Existing platform users bonus in addition to the aforementioned bonus.

*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 non-bonus share 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 non-bonus share perks because they would be receiving a benefit from their IRA account.