*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 and Bonuses*

Loyalty Based

• Previous Indiegogo Investors get 2% bonus shares

• Any of our advisors get 2% bonus shares

Time Based:

• Early Bird Bonus: Invest within the first week and receive 10% bonus

Amount Based:

• $250+: Gift certificate 4 pack + t-shirt

• $500+: Gift certificate 12 pack + t-shirt

• $1000+: 3 month subscription (three 12-packs) + t-shirt

• $2500+: 6 month subscription (six 12-packs) + t-shirt

• $5000+: 1 year monthly subscription (twelve 12-packs) + t-shirt

•$10,000+: 3% Bonus shares + 1 year monthly subscription (twelve 12-packs) + t-shirt

•$25,000+: 5% Bonus shares + 1 year monthly subscription (twelve 12-packs ) + t-shirt

•$50,000+: 7% Bonus shares + 1 year monthly subscription (twelve 12-packs) + t-shirt + private virtual mixology class with the company's founder, Karl Williams ("Karl")

•$100,000+: 10% Bonus shares + 1 year monthly subscription (twelve 12-packs) + t-shirt + private mixology class for you and a guest with Karl and curated tour of Karl's bars. Two nights – NYC and CT

•$500,000+: 20% Bonus shares + 1 year monthly subscription (twelve 12-packs) + t-shirt + private mixology class for you and a guest with Karl in St. Vincent & the Grenadines

*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.

The 10% StartEngine Owners' Bonus

Uncle Waithley's Beverage Company, Inc. 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 $7.37 / share, you will receive 110 shares of Common Stock, meaning you'll own 110 shares for $737. 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 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 time of offering elapsed (if any). Eligible investors will also receive the Owner’s Bonus and 2% Loyalty Bonus shares in addition to the aforementioned bonus.