Maximum 33437 Common Units* ($106,998.40)

*Maximum subject to adjustment for bonus shares. See 10% Bonus below

Minimum 3125 Common Units ($10,000)

Company	Whitethorn Digital, LLC

Corporate Address	1001 State St., Suite 515, Erie, PA, 16501

Description of Business	Whitethorn Digital is an independent game publisher and developer.

Type of Security Offered	Common Units (the "Shares", or the "Securities")

Purchase Price of Security Offered	$3.20

Minimum Investment Amount (per investor)	$160

Perks*

$320+ First five games for free - The first five titles released by Whitethorn will be made available to you as PC keys. Keys are non-transferable, have no cash value, and may not be sold.

$3,200+ Backer wall brick - as part of its office renovations, Whitethorn is building a decorative backer wall. At this tier, you may engrave any message, company or personal name, or similar onto a single piece of that wall, pending our approval of the message. This wall will be a permanent fixture of our office in Erie, PA.

$6,400+ Subscription for life - All games published by Whitethorn will be made available to you as PC keys in perpetuity. Keys are non-transferable, have no cash value, and may not be sold.

$12,800+ Be our guest - From time to time, and particularly at industry and local events, Whitethorn may host, for example, parties, networking events, or mixers. As part of our team of investors, you will receive complimentary preferred admission to each of these events before tickets are made available to the general public. Travel not included. Tickets are non-transferable and must be redeemed in your name. Reasonable accommodations will be made for guests, partners, +1's, etc.

$25,600+ Come visit - Whitethorn will, at a time of mutual convenience, fly you to Erie, PA - economy class on a reasonable route - and provide you reasonably priced accommodations. During the visit, Whitethorn will cover your expenses and give you a personal tour of the office, the city, and the local tech and entrepreneur scene. Subject to expense approval and discussion.

All perk tiers include all subordinate perk tiers. Perks are non-transferable and have no cash value unless otherwise specified.

*All perks occur after the offering is completed.

The 10% Bonus for StartEngine Shareholders

Whitehorn Digital will offer 10% additional bonus shares 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% bonus on this offering within a 24-hour window of their campaign launch date. This means you will receive a bonus for any shares you purchase. For example, if you buy 10 units at $3.20 / unit, you will receive 1 bonus unit, meaning you'll own 11 units for $32. 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 for one year from the time StartEngine Crowdfunding Inc. investors receive their countersigned StartEngine Crowdfunding Inc. subscription agreement.

Indie Friendly Video Game Publisher