*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 Common Stock issuable upon conversion of the Securities, (ii) give and receive notices and communications, including notices of stockholder meetings and related proxy statements, (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 Common Stock or Preferred Stock issued upon conversion of the Securities. However, this proxy will terminate upon the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act covering the offer and sale of the Common Stock of the Company or the effectiveness of a registration statement under the Securities Exchange Act of 1934, as amended, covering such Common Stock. Notwithstanding the foregoing, in the case of any shareholder meeting of the Company, the proxy and power granted to the CEO by the Subscriber pursuant to this Section shall only become operative if the Subscriber fails to attend and vote at, or otherwise deliver a proxy on or prior to the date of, such meeting.
Perks
Time-Based Perk:
Friends and Family Early Birds
Invest within the first 48 hours and receive 20% bonus shares.
Super Early Bird Bonus
Invest within the first week and receive 15% bonus shares.
Early Bird Bonus
Invest within the first two weeks and receive 10% bonus shares.
Amount-Based Perk:
$250+ | 1st Perk
Invest $250+ and receive:
2% Bonus Shares
$500+ | 2nd Perk
Invest $500 and receive:
4% Bonus Shares
Zooni T-Shirt
Verified Zooni “owner badge” on your Zooni profile
$1,000+ | 3rd Perk
Invest $1,000 and receive:
5% Bonus Shares
Zooni T-Shirt
Verified Zooni “owner badge” on your Zooni profile
First look at selected new product releases for a year after the offering (before the general public) with opportunity to provide feedback to Zooni team
$2,500+ | 4th Perk
Invest $2,500 and receive:
10% Bonus Shares
Zooni T-Shirt
Verified Zooni “owner badge” on your Zooni profile
First look at selected new product releases for a year after the offering (before the general public) with opportunity to provide feedback to Zooni team
$5,000+ | 5th Perk
Invest $5,000 and receive:
12% Bonus Shares
Zooni T-Shirt
Verified Zooni “owner badge” on your Zooni profile
First look at selected new product releases for a year after the offering (before the general public) with opportunity to provide feedback to Zooni team
360 degree camera
$10,000+ | 6th Perk Title
Invest $10,000 and receive:
15% Bonus Shares
Zooni T-Shirt
First look at selected new product releases for a year after the offering (before the general public) with opportunity to provide feedback to Zooni team
Verified Zooni “owner badge” on your Zooni profile
360 degree camera
Loyalty Bonus: Receive 20% bonus shares in Zooni's current offering on StartEngine if you've (i) previously invested in this issuer or (ii) or indicated interest by signing up to receive news regarding the offering on Zooni's domain. Note: Loyalty Bonus is awarded via investor email address and investors who qualify for this bonus in multiple ways will receive maximum 20% bonus shares from the Loyalty 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.
The 10% StartEngine Owners' Bonus
Zooni, 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 $37.29 / share, you will receive 110 shares of Common Stock, meaning you'll own 110 shares for $3,279. 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 Loyalty Bonus in addition to the aforementioned bonus.
