Company	:	Thinkster Learning, Inc.
Corporate Address	:	3228 State Highway 27, Suite 2B, Kendall Park, NJ 08824
Offering Minimum	:	$15,000.00
Offering Maximum	:	$1,234,999.50
Minimum Investment Amount (per investor)	:	$249.90

Terms

Offering Type	:	Equity
Security Name	:	Series CF Preferred Stock
Minimum Number of Shares Offered	:	35,714
Maximum Number of Shares Offered	:	2,940,475
Price per Share	:	$0.42
Pre-Money Valuation	:	$35,460,480.30

*Maximum Number of Shares Offered subject to adjustment for bonus shares. See Bonus info below.

Investment Incentives and Bonuses*

Reservation Perks

All reservation holders who formally indicated interest during the TTW phase will receive 10% bonus shares.

Loyalty Perks

All previous investors or those on Thinkster’s loyalty list to receive 10% bonus shares.

Early Bird Perks

Invest $500+ within the first 2 weeks | 5% bonus shares

Volume-Based Perks

Tier 1 perk - Invest $249.90+ and Get $25 off toward any Thinkster plan

Tier 2 perk - Invest $500+ and Get $50 off toward any Thinkster plan + 2% bonus shares

Tier 3 perk - Invest $1000+ and Get $250 off toward any Thinkster plan + 3% bonus shares

Tier 4 perk - Invest $5000+ and Get $500 off toward any Thinkster plan + 5% bonus shares

Tier 5 perk - Invest $10,000+ and Get $1250 off toward any Thinkster plan + 9% bonus shares

Tier 6 perk - Invest $25,000+ and Get $1250 off toward any Thinkster plan + 12% bonus shares

Tier 7 perk - Invest $50,000+ and Get $2500 off toward any Thinkster plan + 25% bonus shares

Tier 8 perk - Invest $100,000+ and Get $2500 off toward any Thinkster plan + 30% bonus shares

Tier 9 perk - Invest $250,000+ and Get $2500 off toward any Thinkster plan + 40% bonus shares

*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. Crowdfunding investments made through a self-directed IRA cannot receive perks due to tax laws. The Internal Revenue Service (IRS) prohibits self-dealing transactions in which the investor receives an immediate, personal financial gain on investments owned by their retirement account. As a result, an investor must refuse those perks because they would be receiving a benefit from their IRA account.

The 10% StartEngine Venture Club Bonus

Thinkster Learning, Inc. will offer 10% additional bonus shares for all investments that are committed by investors that are eligible for the StartEngine Crowdfunding Inc. Venture Club 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 Series CF Preferred Stock at $0.42 / share, you will receive 110 shares of Series CF Preferred Stock, meaning you'll own 110 shares for $42. 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 the time of offering elapsed. Eligible investors will also receive the Venture Club Bonus, the Loyalty Bonus, and the Reservation Bonus in addition to the aforementioned bonus.

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