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Voting Rights of Securities Upon Conversion

As a condition to issuance of shares of the Company pursuant to the conversion of the Securities, the Subscriber agrees to the appointment of 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.

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

Investment Incentives & Bonuses*

Loyalty Bonus

For our previous investors or business partners, enjoy extra bonus interest as a token of our appreciation (20% increase in the annual interest rate)

Time-Based Perks

Early Bird 1: Invest $500+ within the first 2 weeks | 3% increase in the annual interest rate.

Early Bird 2: Invest $1,000+ within the first 2 weeks | 5% increase in the annual interest rate.

Early Bird 3: Invest $5,000+ within the first 2 weeks | 7% increase in the annual interest rate.

Early Bird 4: Invest $10,000+ within the first 2 weeks | 10% increase in the annual interest rate.

Early Bird 5: Invest $25,000+ within the first 2 weeks | 12% increase in the annual interest rate.

Early Bird 6: Invest $50,000+ within the first 2 weeks | 15% increase in the annual interest rate.

Mid-Campaign Perks

Flash Perk 1: Invest $2,500+ between day 35 - 40 and receive 2% increase in the annual interest rate.

Flash Perk 2: Invest $2,500+ between day 60 - 65 and receive 2% increase in the annual interest rate.

Amount-Based Perks

Service Discount Starter: $1,000+ investment & receive a one-time 5% discount on services.

Service Discount Advanced: $5,000+ investment & receive a one-time 10% discount on services +5% increase in the annual interest rate.

Service Discount Pro: $10,000+ investment & receive a one-time 15% discount on services + 10% increase in the annual interest rate.

Mortgage Pro: $25,000+ investment & receive a one-time 20% discount on services + 20% increase in the annual interest rate.

Silver Pro: $50,000+ investment & receive a one-time 30% discount on services + 25% increase in the annual interest rate.

*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

trAIned Inc. will offer 10% additional bonus interest for all investments that are committed by investors who are eligible for the StartEngine Venture Club.

Eligible StartEngine noteholders 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 8.8% instead of 8%.

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 only receive a single bonus, which will be the highest bonus rate they are eligible for. Eligible investors will also receive the Venture Club Bonus and the Loyalty Bonus in addition to the aforementioned bonus.