Company	:	Virtualities, Inc.
Corporate Address	:	Virtualities, Inc. C/O Kiln 26 S. Rio Grande St. St # 2072, Salt Lake City, UT 84101
Offering Minimum	:	$9,999.60
Offering Maximum	:	$1,059,598.80
Minimum Investment Amount (per investor)	:	$120.00

Terms

Offering Type	:	Equity
Security Name	:	Non-Voting Preferred Stock
Minimum Number of Shares Offered	:	8,333
Maximum Number of Shares Offered	:	882,999
Price per Share	:	$1.20
Pre-Money Valuation	:	$9,994,286.40

*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. Upon the conversion of any Non-Voting Preferred Stock sold in this offering to Common Stock (as defined in the Amended and Restated Certificate of Incorporation of Virtualities, Inc., as amended), Investor shall appoint the Chief Executive Officer of the Company (the “CEO”), or his or her successor, as the Investor’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 Investor, (i) vote all Common Stock, (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 its 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 Investor pursuant to this Section are coupled with an interest. Such proxy and power will be irrevocable. The proxy and power, so long as the Investor is an individual, will survive the death, incompetency and disability of the Investor and, so long as the Investor is an entity, will survive the merger or reorganization of the Investor or any other entity holding the Common Stock. 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.

Investment Incentives and Bonuses*

Time-Based:

Friends and Family Early Birds

Invest within the first 72 hours and receive 20% bonus shares

Super Early Bird Bonus

Invest within the first week and receive additional 15% bonus shares

Early Bird Bonus

Invest within the first two weeks and receive an additional 10% bonus shares

Amount-Based:

$120+

Free Game - VR esports Fan

A free game from any of the games from our game store, listing on the VAL website, and access to our exclusive investor channel on discord.

$300+

Free Game and Exclusive Access - VR esports enthusiast

Two free games from any of the games from our game store, listing on the VAL website, and access to our exclusive investor channel on discord.

$500+

Free Game - VR esports recruit package

Three free games from any of the games from our game store, a VAL esports jersey, listing on the VAL website, and access to our exclusive investor channel on discord + alpha access to our tournament software.

$1000+

VR esports LAN pro package

Video call with CEO + 2% share bonus, LAN esports party invitation in Salt Lake City, a VAL esports jersey, listing on the VAL website, and access to our exclusive investor channel on discord + 3 free games from our game store + alpha access to our tournament software.

$5000+

VR esports LAN Champion Package

LAN esports party invitation in Salt Lake City + 5% share bonus, a Quest 2*, a custom VAL faceplate quest 2, a VAL esports jersey, listing on the VAL website, and access to our exclusive investor channel on discord, and $200 store credit on our game store + alpha access to our tournament software. *or equivalent purchase value amazon gift card depending on shipping/country/regulations.

$10000+

VR esports LAN VIP Package

2 days free hotel stay in Salt Lake City for VAL LAN esports party + 10% share bonus, A custom VAL faceplate for a quest 2, a Quest 2*, a VAL esports jersey, listing on the VAL website, and access to our exclusive investor channel on discord, and $250 store credit on our game store + alpha access to our tournament software. *or equivalent purchase value amazon gift card depending on shipping/country/regulations.

*All perks occur when the offering is completed.

**All physical shipped in the US only. In lieu of of international shipping of the quest 2, esports jerseys, and faceplate VAL will offer equivalent cash value Amazon Gift cards.

The 10% StartEngine Owners' Bonus

Virtualities, Inc. 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, if you buy 100 shares of Common Stock at $1.20 / share, you will receive 110 shares of Common Stock, meaning you'll own 110 shares for $120. 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 cancelled or fail.

Investors will only receive a single bonus, which will be the highest bonus rate they are eligible for.

Insider Investment Notice

Officers, directors, executives, and existing owners with a controlling stake in the company (or their immediate family members) may make investments in this offering. Any such investments will be included in the raised amount reflected on the campaign page.

Dedicated to bringing a competitive scene to your favorite VR games