*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 his or her 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.
Transfer Restrictions Applicable to Securities Sold in this Offering
Section 7.1(a) of bylaws of the Company (the “ByLaws”) details the right of first refusal (“ROFR”) restriction applicable to the Common Stock sold in this offering. In short, if a selling stockholder receives a bona fide offer from a third party to purchase all or any portion of such stockholder’s shares of stock and the selling stockholder wishes to accept such offer, the selling stockholder must first provide Sen-Jam with prompt written notice (“Sale Notice”). Upon receipt of such notice, Sen-Jam may elect to purchase the shares or waive its purchase right, all subject to the procedures and applicable notice periods, as detailed in Section 7.1(a) of the Bylaws.
Section 7.2 (a) - (g) of the Bylaws provides for additional transfer restrictions, including but not limited to: (1) ineligible transferee; (2) competitor transferees; (3) the transfer would result in a breach of laws or regulations if consummated; (4) the transfer would result in the corporation or its stockholders incurring liability; (5) the transfer would result in a registration or filing requirement on behalf of the Company; (6) the transfer would result in a loss of federal or state exemption; and (7) the transfer or the transferee would be harmful or injurious to the business or reputation of the Company. Each of the foregoing will be enforced by the Board of Directors of the Company (the “Board”) in its sole discretion.
Section 7.3 of the Bylaws details exemptions to the transfer restrictions of Sections 7.1 and 7.2 of the Bylaws.
Drag-Along Right Applicable to Securities Sold in this Offering
Section 7.5 of the Bylaws provides for a Drag-Along Right. In short, if the Board votes to approve any sale or change in control of the Company, then each stockholder must consent to, and agree to raise no objections against, such transaction and take all necessary or desirable actions to facilitate the consummation of such transaction as requested by the Company. Additional obligations and information are outlined in Section 7.5 (a)-(c) of the Bylaws.
SJP Owner Network Bonus (Loyalty Bonus)
The Company would like to offer you an additional 10% bonus shares of your total investment.
Time-Based:
Friends and Family
Invest within the first week and receive 15% bonus shares
Super Early Bird Bonus
Invest in the second week and receive 10% bonus shares
Early Bird Bonus
Invest in the third week and receive 5% bonus shares
Amount-Based:
$1,000+│ Tier 1
The Company would like to offer you an additional 3% bonus shares of your total investment.
$5,000+ │ Tier 2
The Company would like to offer you an additional 7% bonus shares of your total investment.
$10,000+ │ Tier 3
The Company would like to offer you an additional 10% bonus shares of your total investment.
$20,000+ │ Tier 4
The Company would like to offer you an additional 12% bonus shares of your total investment.
$25,000+ │ Tier 5
The Company would like to offer you an additional 15% bonus shares of your total investment.
$50,000+ │ Tier 6
The Company would like to offer you an additional 20% bonus shares of your total investment.
*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
The Company 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 (assuming no other eligible bonuses), if you buy 100 shares of Common Stock at $7.35 / share, you will receive 110 shares Common Stock, meaning you’ll own 110 shares for $735. 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 SJP Owner Network Bonus in addition to the aforementioned bonus.
