Company	:	QuiGig, Inc.
Corporate Address	:	7505 Fannin St Suite 440, Houston, TX 77054
Offering Minimum	:	$10,000.00
Offering Maximum	:	$107,000.00
Minimum Investment Amount (per investor)	:	$150.00

Terms

Offering Type	:	Convertible Promissory Notes
Type of Equity Converted Into	:	Common Shares
Conversion Trigger	:	$2,000,000.00
Maturity Date	:	January 31, 2020
Valuation Cap	:	$3,500,000.00
Discount Rate	:	20.0%
Annual Interest Rate*	:	7.0%

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

What is a Convertible Note?

A convertible note offers you the right to receive Common Shares in QuiGig, Inc.. The amount of Common Shares you will receive in the future will be determined at the next equity round in which the Company raises at least $2,000,000.00 in a qualified equity financing. The highest conversion price per security is set based on a $3,500,000.00 Valuation Cap or if less, then you will receive a 20.0% discount on the price the new investors are paying. You also receive 7.0% 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 Common Shares 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).

The 10% Bonus for StartEngine Shareholders

QuiGig, Inc. will offer 10% additional bonus shares for all investments that are committed, within 24 hours of this offering going live, by StartEngine Crowdfunding Inc. shareholders who invested over $1,000 in the StartEngine Reg A offering which closed earlier this year.

StartEngine shareholders who have invested $1,000+ in the StartEngine Reg A+ campaign will receive a 10% increase in the annual interest rate on Convertible Promissory Notes in this Offering if they invest within a 24-hour window of their campaign launch date. For example, if invest in the first 24 hours, your annual interest rate will be 7.7% instead of 7%.

This 10% Bonus is only valid for one year from the time StartEngine Crowdfunding Inc. investors receive their countersigned StartEngine Crowdfunding Inc. subscription agreement

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