Convertible Note l Minimum $100 (US)

Note converts to Common Stock when the company raises $500,000 in a qualified equity financing

Maturity Date: October 1, 2020

$5,000,000 Valuation Cap

20% Discount Rate

2% Annual Interest Rate

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

Maximum ($107,000) of Convertible Promissory Notes

Minimum ($10,000) of Convertible Promissory Notes

What is a Convertible Note?

A convertible note offers you the right to receive common stock in SXC Live Inc. dba SEATXCHANGE. The number of shares you will receive in the future will be determined at the next equity round in which the Company raises at least $500,000 in qualified equity financing. The highest conversion price per security is set based on a $5,000,000 Valuation Cap or if less, then you will receive a 20% discount on the price the new investors are purchasing. You also receive 2% 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 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 common shares of the Company as of immediately prior (on a fully diluted basis).

Company	SXC Live Inc. dba SEATXCHANGE

Corporate Address	1270 Granville Ave., Los Angeles, CA 90025

Description of Business	A low flat-fee, secure, easy-to-use mobile marketplace where fans can connect, share, buy, and exchange tickets in real-time.

Type of Security Offered	Convertible Promissory Note

Minimum Investment Amount (per investor)	$100.00 (US)

Perks*

First 3 Days — If you invest ANY AMOUNT, you will receive LIFETIME no transaction fees on SEATXCHANGE app.

$100.00 (U.S.) — If you invest $100.00 (U.S.), you will receive 1 MONTH no transaction fees on SEATXCHANGE app.

$250.00 (U.S.) — If you invest $250.00 (U.S.), you will receive 3 MONTHS no transaction fees on SEATXCHANGE app.

$500.00 (U.S.) — If you invest $500.00 (U.S.), you will receive 6 MONTHS no transaction fees on SEATXCHANGE app.

$1,000.00 (U.S.) — If you invest $1,000.00 (U.S.), you will receive 1 YEAR no transaction fees on SEATXCHANGE app.

$5,000.00 (U.S.) — If you invest $5,000.00 (U.S.), you will receive LIFETIME no transaction fees on SEATXCHANGE app.

*All perks occur after the offering is completed.

*Excludes Stripe Card Processing Fee (3%)

The 10% Bonus for StartEngine Shareholders

Seatxchange will offer a 10% bonus on the annual interest rate for all investments that are committed by StartEngine Crowdfunding Inc. shareholders (with ≥ $1,000 invested in the StartEngine Reg A+ campaign) within 24 hours of this offering going live.

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 2.2% instead of 2%.

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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