Confidential Private Placement Memorandum • Regulation D Rule 506 • Johanson 3, Inc.

CONFIDENTIAL PRIVATE OFFERING MEMORANDUM

Johanson 3, Inc.

$20,000,000
Maximum Common Stock Shares Offered: 20,000,000
Minimum Common Stock Shares Offered: 1,000,000
Price Per Share: $1.00
Minimum Investment: $5,000.00 (5,000 Shares)(1)

Johanson 3.(the “Company” or “Abbreviated Company Name”), a New York “C” Corporation, is
offering a minimum of 1,000,000 and a maximum of 20,000,000 Common Stock Shares for $1.00 per
share. The offering price per share has been arbitrarily determined by the Company
See Risk Factors: Offering Price.

THESE ARE SPECULATIVE SECURITIES WHICH INVOLVE A HIGH DEGREE OF RISK.

ONLY THOSE INVESTORS WHO CAN BEAR THE LOSS OF THEIR ENTIRE
INVESTMENT SHOULD INVEST IN THESE SHARES.
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), THE SECURITIES LAWS OF
THE STATE OF CALIFORNIA, OR UNDER THE SECURITIES LAWS OF ANY OTHER
STATE OR JURISDICTION IN RELIANCE UPON THE EXEMPTIONS FROM
REGISTRATION PROVIDED BY THE ACT AND REGULATION D RULE 506
PROMULGATED THEREUNDER, AND THE COMPARABLE EXEMPTIONS FROM
REGISTRATION PROVIDED BY OTHER APPLICABLE SECURITIES LAWS.

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Sale Price Selling Commissions (2) Proceeds to Company (3)

Per Share $1.00 $0.10 $0.90

Minimum $1,000,000 $100,000 $900,000

Maximum $20,000,000 $2,000,000 $18,000,000

The Date of this Memorandum is September 1st, 2017

(1) The Company reserves the right to waive the 5,000 Share minimum subscription for any investor.
The Offering is not underwritten. The Shares are offered on a “best efforts” basis by the Company
through its officers and directors. The Company has set a minimum offering amount of 1,000,000
Shares with minimum gross proceeds of $1,000,000 for this Offering. All proceeds from the sale of
Shares up to $1,000,000 will be deposited in an escrow account. Upon the sale of $1,000,000 of
Shares, all proceeds will be delivered directly to the Company’s corporate account and be available
for use by the Company at its discretion.

(2) Shares may also be sold by FINRA member brokers or dealers who enter into a Participating Dealer
Agreement with the Company, who will receive commissions of up to 10% of the price of the Shares
sold. The Company reserves the right to pay expenses related to this Offering from the proceeds of
the Offering. See “PLAN OF PLACEMENT and USE OF PROCEEDS” section.

(3) The Offering will terminate on the earliest of: (a) the date the Company, in its discretion, elects to
terminate, or (b) the date upon which all Shares have been sold, or (c) November 30, 2017, or such
date as may be extended from time to time by the Company, but not later than 180 days thereafter
(the “Offering Period”.)

THIS OFFERING IS NOT UNDERWRITTEN. THE OFFERING PRICE HAS BEEN

ARBITRARILY SET BY THE MANAGEMENT OF THE COMPANY. THERE CAN BE NO
ASSURANCE THAT ANY OF THE SECURITIES WILL BE SOLD.

THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES

AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCY, NOR HAS ANY
SUCH REGULATORY BODY REVIEWED THIS OFFERING MEMORANDUM FOR ACCURACY

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OR COMPLETENESS. BECAUSE THESE SECURITIES HAVE NOT BEEN SO REGISTERED,

THERE MAY BE RESTRICTIONS ON THEIR TRANSFERABILITY OR RESALE BY AN
INVESTOR. EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION
THAT HE MUST BEAR THE ECONOMIC RISKS OF THE INVESTMENT FOR AN INDEFINITE
PERIOD, SINCE THE SECURITIES MAY NOT BE SOLD UNLESS, AMONG OTHER THINGS,
THEY ARE SUBSEQUENTLY REGISTERED UNDER THE APPLICABLE SECURITIES ACTS OR
AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THERE IS NO TRADING
MARKET FOR THE COMPANY’S COMMON STOCK SHARES AND THERE CAN BE NO
ASSURANCE THAT ANY MARKET WILL DEVELOP IN THE FUTURE OR THAT THE SHARES
WILL BE ACCEPTED FOR INCLUSION ON NASDAQ OR ANY OTHER TRADING EXCHANGE
AT ANY TIME IN THE FUTURE. THE COMPANY IS NOT OBLIGATED TO REGISTER FOR
SALE UNDER EITHER FEDERAL OR STATE SECURITIES LAWS THE SHARES PURCHASED
PURSUANT HERETO, AND THE ISSUANCE OF THE SHARES IS BEING UNDERTAKEN
PURSUANT TO RULE 506 OF REGULATION D UNDER THE SECURITIES ACT.
ACCORDINGLY, THE SALE, TRANSFER, OR OTHER DISPOSITION OF ANY OF THE SHARES,
WHICH ARE PURCHASED PURSUANT HERETO, MAY BE RESTRICTED BY APPLICABLE
FEDERAL OR STATE SECURITIES LAWS (DEPENDING ON THE RESIDENCY OF THE
INVESTOR) AND BY THE PROVISIONS OF THE SUBSCRIPTION AGREEMENT REFERRED TO
HEREIN. THE OFFERING PRICE OF THE SECURITIES TO WHICH THE CONFIDENTIAL TERM
SHEET RELATES HAS BEEN ARBITRARILY ESTABLISHED BY THE COMPANY AND DOES
NOT NECESSARILY BEAR ANY SPECIFIC RELATION TO THE ASSETS, BOOK VALUE OR
POTENTIAL EARNINGS OF THE COMPANY OR ANY OTHER RECOGNIZED CRITERIA OF
VALUE.

No person is authorized to give any information or make any representation not contained in the
Memorandum and any information or representation not contained herein must not be relied upon.
Nothing in this Memorandum should be construed as legal or tax advice.

The Management of the Company has provided all of the information stated herein. The Company makes
no express or implied representation or warranty as to the completeness of this information or, in the case
of projections, estimates, future plans, or forward looking assumptions or statements, as to their
attainability or the accuracy and completeness of the assumptions from which they are derived, and it is
expected that each prospective investor will pursue his, her, or its own independent investigation. It must

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be recognized that estimates of the Company’s performance are necessarily subject to a high degree of
uncertainty and may vary materially from actual results.

No general solicitation or advertising in whatever form will or may be employed in the offering of the
securities, except for this Memorandum (including any amendments and supplements hereto), the exhibits
hereto and documents summarized herein, or as provided for under Regulation D of the Securities Act of
1933. Other than the Company’s Management, no one has been authorized to give any information or to
make any representation with respect to the Company or the Shares that is not contained in this
Memorandum. Prospective investors should not rely on any information not contained in this
Memorandum.

This Memorandum does not constitute an offer to sell or a solicitation of an offer to buy to anyone in any
jurisdiction in which such offer or solicitation would be unlawful or is not authorized or in which the
person making such offer or solicitation is not qualified to do so. This Memorandum does not constitute
an offer if the prospective investor is not qualified under applicable securities laws.

This offering is made subject to withdrawal, cancellation, or modification by the Company without notice
and solely at the Company’s discretion. The Company reserves the right to reject any subscription or to
allot to any prospective investor less than the number of Shares subscribed for by such prospective
investor.

This Memorandum has been prepared solely for the information of the person to whom it has been
delivered by or on behalf of the Company. Distribution of this Memorandum to any person other than
the prospective investor to whom this Memorandum is delivered by the Company and those persons
retained to advise them with respect thereto is unauthorized. Any reproduction of this Memorandum, in
whole or in part, or the divulgence of any of the contents without the prior written consent of the Company
is strictly prohibited. Each prospective investor, by accepting delivery of this Memorandum, agrees to
return it and all other documents received by them to the Company if the prospective investor’s
subscription is not accepted or if the Offering is terminated.

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TABLE OF CONTENTS

• Summary of the Offering .................................................................................................................................7

▪ The Company ................................................................................................................................................7
▪ Operations .....................................................................................................................................................7
▪ Business Plan .................................................................................................................................................8
▪ The Offering ..................................................................................................................................................8
▪ Risk Factors ...................................................................................................................................................8
▪ Use of Proceeds .............................................................................................................................................9
▪ Minimum Offering Proceeds - Escrow of Subscription Proceeds .................................................................9
▪ Common Stock Shares ..................................................................................................................................9
▪ Registrar ........................................................................................................................................................9
▪ Subscription Period .......................................................................................................................................9
• Requirements for Purchasers ..........................................................................................................................9
▪ General Suitability Standards ...................................................................................................................... 10
▪ Accredited Investors .................................................................................................................................... 10
▪ Other Requirements ..................................................................................................................................... 12
• Forward Looking Information ...................................................................................................................... 13
• Risk Factors ..................................................................................................................................................... 13
▪ Development Stage Business....................................................................................................................... 14
▪ Inadequacy of Funds .................................................................................................................................... 14
▪ Dependence on Management ....................................................................................................................... 14
▪ Risks Associated with Expansion ................................................................................................................ 14
▪ Customer Base and Market Acceptance ...................................................................................................... 15
▪ Competition ................................................................................................................................................. 15
▪ Trend in Consumer Preferences and Spending ............................................................................................ 16
▪ Risks of Borrowing...................................................................................................................................... 16
▪ Unanticipated Obstacles to Execution of the Business Plan ........................................................................ 17
▪ Management Discretion as to Use of Proceeds ........................................................................................... 17
▪ Control By Management ............................................................................................................................. 17
▪ Return of Profits .......................................................................................................................................... 18
▪ No Assurances of Protection for Proprietary Rights; Reliance on Trade Secrets ........................................ 18
▪ Dilution ........................................................................................................................................................ 18
▪ Limited Transferability and Liquidity ......................................................................................................... 19
▪ Broker - Dealer Sales of Shares ................................................................................................................... 19
▪ No Current Market For Shares .................................................................................................................... 20
▪ Compliance with Securities Laws ............................................................................................................... 20
▪ Offering Price .............................................................................................................................................. 20
▪ Lack of Firm Underwriter............................................................................................................................ 21
▪ Projections: Forward Looking Information ................................................................................................ 21
• Use Of Proceeds .............................................................................................................................................. 22

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▪ Sale of Equity .............................................................................................................................................. 22

• Management .................................................................................................................................................... 23
• Management Compensation........................................................................................................................... 25
• Board of Advisors ........................................................................................................................................... 25
• Dilution ............................................................................................................................................................ 26
• Current Shareholders ..................................................................................................................................... 26
• Common Stock SHARE OPTION AGREEMENTS .................................................................................... 27
• Litigation ......................................................................................................................................................... 27
• Description of Shares ...................................................................................................................................... 27
• Transfer Agent and Registrar ........................................................................................................................ 28
• Plan of Placement ............................................................................................................................................ 28
▪ Escrow of Subscription Funds ..................................................................................................................... 28
▪ How to Subscribe for Shares ....................................................................................................................... 29
• Additional Information .................................................................................................................................. 29
• Johanson 3 | Cargo Bike & Accessories ........................................................................................................ 30
▪ Service Description ..................................................................................................................................... 30
▪ Financial Highlights .................................................................................................................................... 32
▪ Financial Indicators ..................................................................................................................................... 32
▪ Revenue Forecast......................................................................................................................................... 33
▪ Projected Profit and Loss ............................................................................................................................. 34
▪ Break-Even Analysis ................................................................................................................................... 35
▪ Projected Cash Flow .................................................................................................................................... 36
▪ Projected Balance Sheet .............................................................................................................................. 37
▪ Sensitivity Analysis ..................................................................................................................................... 37

Exhibits:

Exhibit A - Johanson 3 Business Plan

Exhibit B – Financial Statements

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SUMMARY OF THE OFFERING

The following material is intended to summarize information contained elsewhere in this Limited
Offering Memorandum (the “Memorandum”). This summary is qualified in its entirety by express
reference to this Memorandum and the materials referred to and contained herein. Each prospective
subscriber should carefully review the entire Memorandum and all materials referred to herein and
conduct his or her own due diligence before subscribing for Common Stock Shares.

▪ The Company JOHANSON 3.(the “Company”) was formed on July 21, 2017, as a
New York corporation. At the date of this offering, One Thousand
(1,000) Shares of the Company’s voting Common Stock were
authorized, issued and outstanding. The Company is in the business
of electric scooter transportation Its principal offices are presently
located at 16192 Coastal Hwy, Lewes, DE 19958. The Company’s
telephone number is (898) 210-5555. The Director or Officers of the
Company are Bugra Gergez, John Neerman, and John Sek.

▪ Operations Johanson 3 will engages in designing, engineering, and partnering with

top companies for joint ventures and licensing agreements. The
Johanson 3 provides five models that have each been uniquely
engineered to serve a specific customer demographic:

• Junior Cargo Bike: This model is designed specifically for

children ages 6-10 and is a smaller edition of the standard
version carrying a payload up to 200 pounds and reaching
speeds of 9.4 mph.
• Urban 1 Cargo Bike: This version is created for teenagers and
women for casual use.
• Urban 2 + Cargo Bike: A larger version of the Urban 1 Cargo
Bike for taller people, this model is larger and supports more
cargo with a speed up to 28 mph in urban areas.
• X-Plorer Cargo Bike: The X-Plorer is a more sophisticated
version designed to meet the needs for the entire family; it is

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highly versatile and reaches speeds up to 50 mph and supports

a trailer (trailer will be supplied as part of the accessories).
• Rhino Cargo Bike: This bike model has been engineered to
support rugged terrain and massive payloads. It supports up
to 660 lbs. of weight, making it ideal for deliveries and

▪ Business Plan Portions of the Johanson 3 Business Plan, included as a separate

document, were prepared by the Company using assumptions,
including several forward looking statements. Each prospective
investor should carefully review the Business Plan in association with
this Memorandum before purchasing Shares. Management makes no
representations as to the accuracy or achievability of the underlying
assumptions and projected results contained herein.

▪ The Offering The Company is offering a minimum of 1,000,000 and a maximum

of 20,000,000 Shares at a price of $1.00 per share, $.001 par value per
share. Upon completion of the Offering between 20,000,000 and
4,000,000 Shares will be outstanding. Each purchaser must execute
a Subscription Agreement making certain representations and
warranties to the Company, including such purchaser’s qualifications
as an Accredited Investor as defined by the Securities and Exchange
Commission in Rule 501(a) of Regulation D promulgated, or one of
35 Non-Accredited Investors that may be allowed to purchase Shares
in this offering. See “REQUIREMENTS FOR PURCHASERS”
section.

▪ Risk Factors See “RISK FACTORS” section in this Memorandum for certain
factors that could adversely affect an investment in the Shares. Those
factors include but are not limited to unanticipated obstacles to
execution of the Business Plan, general economic factors. Some
countries may attempt to make variations of the technology, and the
technology and competitors are limited by battery power and new
materials.

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▪ Use of Proceeds Proceeds from the sale of Shares will be used to invest in research and
development, sales and marketing, and cover operating expenses for
a minimum of six months. See “USE OF PROCEEDS” section.

▪ Minimum Offering The Company has set a minimum offering proceeds figure of
Proceeds - Escrow of $1,000,000 (the “minimum offering proceeds”) for this Offering. The
Subscription Company has established an Investment Holding Account with
Proceeds
Morgan Stanley/Dean Witter, into which the minimum offering
proceeds will be placed. At least 1,000,000 Shares must be sold for
$1,000,000 before such proceeds will be released from the escrow
account and utilized by the Company. After the minimum number of
Shares is sold, all subsequent proceeds from the sale of Shares will be
delivered directly to the Company. See “PLAN OF PLACEMENT -
ESCROW ACCOUNT ARRANGEMENT” section.

▪ Common Stock Upon the sale of the maximum number of Shares from this Offering,
Shares the number of issued and outstanding Shares of the Company’s stock
will be held as follows:

Present Shareholders 75%

New Shareholders 25%

▪ Registrar The Company will serve as its own registrar and transfer agent with
respect to its Common Stock Shares.

▪ Subscription Period The Offering will terminate on the earliest of: (a) the date the
Company, in its discretion, elects to terminate, or (b) the date upon
which all Shares have been sold, or (c) November 30, 2017, or such
date as may be extended from time to time by the Company, but not
later than 180 days thereafter (the “Offering Period”.)

REQUIREMENTS FOR PURCHASERS

Prospective purchasers of the Shares offered by this Memorandum should give careful consideration to
certain risk factors described under “RISK AND OTHER IMPORTANT FACTORS” section and

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especially to the speculative nature of this investment and the limitations described under that caption
with respect to the lack of a readily available market for the Shares and the resulting long term nature of
any investment in the Company. This Offering is available only to suitable Accredited Investors, or one
of 35 Non-Accredited Investors that may be allowed to purchase Shares, having adequate means to
assume such risks and of otherwise providing for their current needs and contingencies should consider
purchasing Shares.

▪ General Suitability The Shares will not be sold to any person unless such prospective
Standards purchaser or his or her duly authorized representative shall have
represented in writing to the Company in a Subscription Agreement
that:

a) The prospective purchaser has adequate means of providing

for his or her current needs and personal contingencies and
has no need for liquidity in the investment of the Shares;

b) The prospective purchaser’s overall commitment to

investments which are not readily marketable is not
disproportionate to his, her, or its net worth and the
investment in the Shares will not cause such overall
commitment to become excessive; and

c) The prospective purchaser is an “Accredited Investor” (as

defined below) suitable for purchase in the Shares.

a) Each person acquiring Shares will be required to represent

that he, she, or it is purchasing the Shares for his, her, or its
own account for investment purposes and not with a view
to resale or distribution. See “SUBSCRIPTION FOR SHARES”
section.

▪ Accredited The Company will conduct the Offering in such a manner that Shares
Investors may be sold only to “Accredited Investors” as that term is defined in
Rule 501(a) of Regulation D promulgated under the Securities Act of
1933 (the “Securities Act”), or to a maximum of 35 Non-Accredited
Investors that may be allowed to purchase Shares in this offering. In

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summary, a prospective investor will qualify as an “Accredited

Investor” if he, she, or it meets any one of the following criteria:

a) Any natural person whose individual net worth, or joint net

worth with that person’s spouse, at the time of his purchase,
exceeds $20,000,000 excluding the value of the primary
residence of such natural person;

b) Any natural person who had an individual income in excess

of $200,000 in each of the two most recent years or joint
income with that person’s spouse in excess of $300,000 in
each of those years and who has a reasonable expectation of
reaching the same income level in the current year;

c) Any bank as defined in Section 3(a)(2) of the Act, or any

savings and loan association or other institution as defined in
Section 3(a)(5)(A) of the Securities Act, whether acting in its
individual or fiduciary capacity; any broker or dealer
registered pursuant to Section 15 of the Securities and
Exchange Act of 1934 (the “Exchange Act”); any insurance
company as defined in Section 2(13) of the Exchange Act;
any investment company registered under the Investment
Company Act of 1940 or a business development company as
defined in Section 2(a)(48) of that Act; any Small Business
Investment Company (SBIC) licensed by the U.S. Small
Business Administration under Section 301(c) or (d) of the
Small Business Investment Act of 1958; any plan established
and maintained by a state, its political subdivisions, or any
agency or instrumentality of a state or its political
subdivisions, for the benefit of its employees, if such plan has
total assets in excess of $5,000,000; any employee benefit
plan within the meaning of the Employee Retirement Income
Security Act of 1974, if the investment decision is made by a
plan fiduciary, as defined in Section 3(21) of such Act, which
is either a bank, savings and loan association, insurance
company, or registered investment advisor, or if the employee

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benefit plan has total assets in excess of $5,000,000 or, if a

self directed plan, with investment decisions made solely by
persons who are Accredited Investors;

d) Any private business development company as defined in

Section 202(a)(22) of the Investment Advisors Act of 1940;

e) Any organization described in Section 501(c)(3)(d) of the

Internal Revenue Code, corporation, business trust, or
partnership, not formed for the specific purpose of acquiring
the securities offered, with total assets in excess of
$5,000,000;

f) Any director or executive officer, or general partner of the

issuer of the securities being sold, or any director, executive
officer, or general partner of a general partner of that issuer;

g) Any trust, with total assets in excess of $5,000,000, not

formed for the specific purpose of acquiring the securities
offered, whose purchase is directed by a sophisticated person
as described in Section 506(b)(2)(ii) of Regulation D adopted
under the Act; and

h) Any entity in which all the equity owners are Accredited

Investors.

▪ Other No subscription for the Shares will be accepted from any investor
Requirements unless he is acquiring the Shares for his own account (or accounts as
to which he has sole investment discretion), for investment and
without any view to sale, distribution or disposition thereof. Each
prospective purchaser of Shares may be required to furnish such
information as the Company may require to determine whether any
person or entity purchasing Shares is an Accredited Investor, or select
Non-Accredited Investor who may purchase Shares.

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FORWARD LOOKING INFORMATION

Some of the statements contained in this Memorandum, including information incorporated by reference,
discuss future expectations, or state other forward looking information. Those statements are subject to
known and unknown risks, uncertainties and other factors, several of which are beyond the Company’s
control, which could cause the actual results to differ materially from those contemplated by the
statements. The forward looking information is based on various factors and was derived using numerous
assumptions. In light of the risks, assumptions, and uncertainties involved, there can be no assurance that
the forward looking information contained in this Memorandum will in fact transpire or prove to be
accurate.

Important factors that may cause the actual results to differ from those expressed within may include, but
are not limited to:

• The success or failure of the Company’s efforts to successfully market its products and services
as scheduled;

• The Company’s ability to attract, build, and maintain a customer base;

• The Company’s ability to attract and retain quality employees;

• The effect of changing economic conditions;

• The ability of the Company to obtain adequate debt financing if only a fraction of this Offering
is sold;

These along with other risks, which are described under “RISK FACTORS” may be described in future
communications to shareholders. The Company makes no representation and undertakes no obligation
to update the forward looking information to reflect actual results or changes in assumptions or other
factors that could affect those statements.

RISK FACTORS
Investing in the Company’s Shares is very risky. You should be able to bear a complete loss of your
investment. You should carefully consider the following factors, including those listed in the
accompanying business plan.

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▪ Development Stage Johanson 3 commenced operations in February 2017 and is organized

Business as an ‘S’ Corporation under the laws of the State of California.
Accordingly, the Company has only a limited history upon which an
evaluation of its prospects and future performance can be made. The
Company’s proposed operations are subject to all business risks
associated with new enterprises. The likelihood of the Company’s
success must be considered in light of the problems, expenses,
difficulties, complications, and delays frequently encountered in
connection with the expansion of a business, operation in a
competitive industry, and the continued development of advertising,
promotions and a corresponding customer base. There is a possibility
that the Company could sustain losses in the future. There can be no
assurances that Johanson 3 will even operate profitably.

▪ Inadequacy of Gross offering proceeds of a minimum of $1,000,000 and a maximum

Funds of $20,000,000 may be realized. Management believes that such
proceeds will capitalize and sustain Johanson 3 sufficiently to allow
for the implementation of the Company’s Business Plans. If only a
fraction of this Offering is sold, or if certain assumptions contained in
Management’s business plans prove to be incorrect, the Company
may have inadequate funds to fully develop its business and may need
debt financing or other capital investment to fully implement the
Company’s business plans.

▪ Dependence on In the early stages of development the Company’s business will be

Management significantly dependent on the Company’s management team. The
Company’s success will be particularly dependent upon: Bugra
Gergez, John Neerman, and John Sek. The loss of any one of these
individuals could have a material adverse effect on the Company. See
“MANAGEMENT” section.

▪ Risks Associated The Company plans on expanding its business through the
with Expansion introduction of a sophisticated marketing campaign. Any expansion
of operations the Company may undertake will entail risks. Such
actions may involve specific operational activities, which may
negatively impact the profitability of the Company. Consequently,

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shareholders must assume the risk that (i) such expansion may
ultimately involve expenditures of funds beyond the resources
available to the Company at that time, and (ii) management of such
expanded operations may divert Management’s attention and
resources away from its existing operations, all of which factors may
have a material adverse effect on the Company’s present and
prospective business activities.

▪ Customer Base The company will begin by entering the United States market and
and Market later expand into India, Malaysia, Europe, and other regions. The
Acceptance majority of market potential is in the Asia-Pacific and Western
Europe, where the regions are estimated to continue their overall
market contribution to 4.0 M electronic bicycles by 2020.

The Johanson 3 is unlike any option on the market and is uniquely

position in its own industry class against scooters and electric
bicycles. The three wheeled option provides 2-3x the payload of
anything on the market, with more stability with a third wheel, and
still at a comparable price to any electric option.

Because Johanson 3 is competing in many markets as a substitute

product for golf carts, motorcycles, scooters, bicycles, and segways,
its total market potential is considerably large. Overall, the estimated
market size reaches 56 M potential buyers, with an estimated global
market size of $682.6 B between Europe and the United States market
alone.

Johanson 3 delivers ideal market positioning because it solves the

problem of most electric mobility options having no payload option
or sacrificing a smaller compact size for greater capacity. This places
the Johanson 3 as the idea option for commuters that need to have the
same traveling size as a bike, but not compromise speed or payload
of a small vehicle.

▪ Competition Johanson 3 delivers unique positioning against anything available on

the market, at a price comparable to low cost providers. The unique
difference is greater stability, payload and speed without sacrificing

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the dynamic portability of a bicycle. Gasoline based scooters offer

comparable speeds to the Johanson 3, but are poor for the
environment, bulky in size and offer a limited payload. In contrast,
electric bicycles are very small but are limited in their payload
capacity, limited to one rider, and restrained in their top speeds.

▪ Trend in The Company’s operating results may fluctuate significantly from

Consumer period to period as a result of a variety of factors, including
Preferences and purchasing patterns of customers, competitive pricing, debt service
Spending
and principal reduction payments, and general economic conditions.
There is no assurance that the Company will be successful in
marketing any of its products, or that the revenues from the sale of
such products will be significant. Consequently, the Company’s
revenues may vary by quarter, and the Company’s operating results
may experience fluctuations.

▪ Risks of If the Company incurs indebtedness, a portion of its cash flow will
Borrowing have to be dedicated to the payment of principal and interest on such
indebtedness. Typical loan agreements also might contain restrictive

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covenants, which may impair the Company’s operating flexibility.

Such loan agreements would also provide for default under certain
circumstances, such as failure to meet certain financial covenants. A
default under a loan agreement could result in the loan becoming
immediately due and payable and, if unpaid, a judgment in favor of
such lender which would be senior to the rights of shareholders of the
Company. A judgment creditor would have the right to foreclose on
any of the Company’s assets resulting in a material adverse effect on
the Company’s business, operating results or financial condition.

▪ Unanticipated The Company’s business plans may change significantly. Many of

Obstacles to the Company’s potential business endeavors are capital intensive and
Execution of the may be subject to statutory or regulatory requirements. Management
Business Plan
believes that the Company’s chosen activities and strategies are
achievable in light of current economic and legal conditions with the
skills, background, and knowledge of the Company’s principals and
advisors. Management reserves the right to make significant
modifications to the Company’s stated strategies depending on future
events.

▪ Management The net proceeds from this Offering will be used for the purposes
Discretion as to described under “Use of Proceeds.” The Company reserves the right
Use of Proceeds to use the funds obtained from this Offering for other similar purposes
not presently contemplated which it deems to be in the best interests
of the Company and its shareholders in order to address changed
circumstances or opportunities. As a result of the foregoing, the
success of the Company will be substantially dependent upon the
discretion and judgment of Management with respect to application
and allocation of the net proceeds of this Offering. Investors for the
Shares offered hereby will be entrusting their funds to the Company’s
Management, upon whose judgment and discretion the investors must
depend.

▪ Control By As of September 5, 2017 the Company’s Directors and Executive

Management Officers owned approximately 100% of the Company’s outstanding
Shares. Upon completion of this Offering, the Company’s Directors

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 Confidential Private Placement Memorandum • Regulation D Rule 506 • Johanson 3

and Executive Officers will own approximately 75% of then issued

and outstanding Shares, and will be able to continue to control
Johanson 3. Investor shareholders will own a minority percentage of
the Company and will have minority voting rights. Investors will not
have the ability to control either a vote of the Company’s Directors
and Executive Officers. See “MANAGEMENT” section.

▪ Return of Profits The Company intends to retain any initial future earnings to fund
operations and expand the Company’s business. A shareholder will
be entitled to receive revenue profits proportionate to the amount of
Shares held by that shareholder. The Company’s Management will
determine a profit distribution plan based upon the Company’s results
of operations, financial condition, capital requirements, and other
circumstances. See “DESCRIPTION OF SECURITIES” section.

▪ No Assurances of In certain cases, the Company may rely on trade secrets to protect
Protection for intellectual property, proprietary technology and processes, which the
Proprietary Company has acquired, developed or may develop in the future.
Rights; Reliance
There can be no assurances that secrecy obligations will be honored
on Trade Secrets
or that others will not independently develop similar or superior
products or technology. The protection of intellectual property and/or
proprietary technology through claims of trade secret status has been
the subject of increasing claims and litigation by various companies
both in order to protect proprietary rights as well as for competitive
reasons even where proprietary claims are unsubstantiated. The
prosecution of proprietary claims or the defense of such claims is
costly and uncertain given the uncertainty and rapid development of
the principles of law pertaining to this area. The Company, in
common with other firms, may also be subject to claims by other
parties with regard to the use of intellectual property, technology
information and data, which may be deemed proprietary to others.

▪ Dilution Purchasers of Shares will experience immediate and substantial

dilution of $0.75 in net tangible book value per share, or
approximately 75% of the assumed offering price of $1.00 per share
(assuming maximum offering proceeds are achieved). Additional

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 Confidential Private Placement Memorandum • Regulation D Rule 506 • Johanson 3

Shares issued by the Company in the future will also dilute a

purchaser's investment in the Shares.

▪ Limited To satisfy the requirements of certain exemptions from registration

Transferability under the Securities Act, and to conform with applicable state
and Liquidity securities laws, each investor must acquire his Shares for investment
purposes only and not with a view towards distribution.
Consequently, certain conditions of the Securities Act may need to be
satisfied prior to any sale, transfer, or other disposition of the Shares.
Some of these conditions may include a minimum holding period,
availability of certain reports, including financial statements from
Johanson 3, limitations on the percentage of Shares sold and the
manner in which they are sold. Johanson 3 can prohibit any sale,
transfer or disposition unless it receives an opinion of counsel
provided at the holder’s expense, in a form satisfactory to Johanson
3, stating that the proposed sale, transfer or other disposition will not
result in a violation of applicable federal or state securities laws and
regulations. No public market exists for the Shares and no market is
expected to develop. Consequently, owners of the Shares may have
to hold their investment indefinitely and may not be able to liquidate
their investments in Johanson 3 or pledge them as collateral for a loan
in the event of an emergency.

▪ Broker - Dealer The Company’s Common Stock Shares are not presently included for
Sales of Shares trading on any exchange, and there can be no assurances that the
Company will ultimately be registered on any exchange. The
NASDAQ Stock Market, Inc. has recently enacted certain changes to
the entry and maintenance criteria for listing eligibility on the
NASDAQ SmallCap Market. The entry standards require at least $4
million in net tangible assets or $750,000 net income in two of the last
three years. The proposed entry standards would also require a public
float of at least $1 million shares, $5 million value of public float, a
minimum bid price of $2.00 per share, at least three market makers,
and at least 300 shareholders. The maintenance standards (as opposed
to entry standards) require at least $2 million in net tangible assets or

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 Confidential Private Placement Memorandum • Regulation D Rule 506 • Johanson 3

$1,000,000 in net income in two of the last three years, a public float
of at least 1,000,000 shares, a $1 million market value of public float,
a minimum bid price of $1.00 per share, at least two market makers,
and at least 300 shareholders.

No assurance can be given that the Common Stock Share of the

Company will ever qualify for inclusion on the NASDAQ System or
any other trading market until such time as the Management deem it
necessary. As a result, the Company’s Common Stock Shares are
covered by a Securities and Exchange Commission rule that opposes
additional sales practice requirements on broker-dealers who sell such
securities to persons other than established customers and accredited
investors. For transactions covered by the rule, the broker-dealer
must make a special suitability determination for the purchaser and
receive the purchaser’s written agreement to the transaction prior to
the sale. Consequently, the rule may affect the ability of broker-
dealers to sell the Company’s securities and will also affect the ability
of shareholders to sell their Shares in the secondary market.

▪ No Current There is no current market for the Shares offered in this private
Market For Shares Offering and no market is expected to develop in the near future.

▪ Compliance with The Shares are being offered for sale in reliance upon certain
Securities Laws exemptions from the registration requirements of the Securities Act,
applicable New York Securities Laws, and other applicable state
securities laws. If the sale of Shares were to fail to qualify for these
exemptions, purchasers may seek rescission of their purchases of
Shares. If a number of purchasers were to obtain rescission, Johanson
3 would face significant financial demands, which could adversely
affect Johanson 3 as a whole, as well as any non-rescinding
purchasers.

▪ Offering Price The price of the Shares offered has been arbitrarily established by
Johanson 3, considering such matters as the state of the Company’s
business development and the general condition of the industry in
which it operates. The Offering price bears little relationship to the

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 Confidential Private Placement Memorandum • Regulation D Rule 506 • Johanson 3

assets, net worth, or any other objective criteria of value applicable to

Johanson 3.

▪ Lack of Firm The Shares are offered on a “best efforts” basis by the Management
Underwriter of Johanson 3 without compensation and on a “best efforts” basis
through certain FINRA registered broker-dealers, which enter into
Participating Broker-Dealer Agreements with the Company.
Accordingly, there is no assurance that the Company, or any FINRA
broker-dealer, will sell the maximum Shares offered or any lesser
amount.

▪ Projections: Management has prepared projections regarding Johanson 3’

Forward Looking anticipated financial performance. The Company’s projections are
Information hypothetical and based upon a presumed financial performance of the
Company, the addition of a sophisticated and well funded marketing
plan, and other factors influencing the business of Johanson 3. The
projections are based on Management’s best estimate of the probable
results of operations of the Company, based on present circumstances,
and have not been reviewed by Johanson 3’ independent accountants.
These projections are based on several assumptions, set forth therein,
which Management believes are reasonable. Some assumptions upon
which the projections are based, however, invariably will not
materialize due the inevitable occurrence of unanticipated events and
circumstances beyond Management’s control. Therefore, actual
results of operations will vary from the projections, and such
variances may be material. Assumptions regarding future changes in
sales and revenues are necessarily speculative in nature. In addition,
projections do not and cannot take into account such factors as general
economic conditions, unforeseen regulatory changes, the entry into
Johanson 3’ market of additional competitors, the terms and
conditions of future capitalization, and other risks inherent to the
Company’s business. While Management believes that the
projections accurately reflect possible future results of Johanson 3’
operations, those results cannot be guaranteed.

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 Confidential Private Placement Memorandum • Regulation D Rule 506 • Johanson 3

USE OF PROCEEDS
The Company seeks to raise minimum gross proceeds of $1,000,000 and maximum gross proceeds of
$20,000,000 from the sale of Shares in this Offering.

▪ Sale of Equity

Expenses Liabilities
Startup Operating Costs $4,434,490 Liabilities and Capital
Startup Engineering Costs $7,437,500 Current Borrowing $0
Startup Marketing & PR $3,150,000 Long-Term Liabilities $5,000,000
Startup Payroll (Inc. Contractors) $850,000 Accounts Payable $0
Cash on Hand $1,703,010 Other Current Liabilities $0
Total Startup Expenses $17,575,000
Investments
Assets Planned Investment
Office Equiptment 35,000 Owner $2,860,000
Intellectual Property 250,000 Investor 10,000,000
Total Startup Assets $285,000 Total Planned Investment $12,860,000

Total Requirements Total Funding

Total Startup Expenses $17,575,000 Total Liabilities $5,000,000
Total Startup Assets 285,000 Total Planned Investment 12,860,000
Total Requirements $17,860,000 Total Funding $17,860,000

Startup
$20,000,000

$15,000,000

$10,000,000

$5,000,000

$0
Expenses Assets Investment Loans

Startup Expenses
$8,000,000
$7,000,000
$6,000,000
$5,000,000
$4,000,000
$3,000,000
$2,000,000
$1,000,000
$0
Startup Operating Costs Startup Engineering Costs Startup Marketing & PR Startup Payroll (Inc.
Contractors)

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 Confidential Private Placement Memorandum • Regulation D Rule 506 • Johanson 3

MANAGEMENT

John Doe – Chief Executive Officer

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Susan Miller – Chief Operating Officer

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Kevin Jones -Chief Financial Officer

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Adrian Wilcourt – Legal Compliance

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quisquam est, qui dolorem ipsum quia dolor sit amet, consectetu

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 Confidential Private Placement Memorandum • Regulation D Rule 506 • Johanson 3

Adrian
Board/Investors
Wilcourt/Legal

John Doe/CEO

Susan Kevin
Miller/COO Jones/CFO

Marketing
Sales Director Accounting
Director

Sales Reps Collections

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 Confidential Private Placement Memorandum • Regulation D Rule 506 • Johanson 3

MANAGEMENT COMPENSATION
There is no accrued compensation that is due any member of Management. Each Manager will be entitled
to reimbursement of expenses incurred while conducting Company business. Each Manager may also be
a shareholder in the Company and as such will share in the profits of the Company when and if revenues
are disbursed. Management reserves the right to reasonably increase their salaries assuming the business
is performing profitably and Company revenues are growing on schedule. Any augmentation of these
salaries will be subject to the profitability of the Business and the effect on the Business cash flows.
Current and projected Management salaries for the next 12 months are:

Personnel Forecast
2016 2017 2018 2019 2020
Contract Personnel
Accounting 1 1 1 1 1
Chief Executive Officer 1 1 1 1 1
Industrial Designer 1 1 1 1 1
Research & Development 1 1 1 1 1
Marketing Specialist 1 2 3 3 3
Payroll Personnel
Administration 2 2 3 3 3
Total Personnel 7 8 10 10 10

Personnel Salaries
Accounting 50,000 60,000 65,000 50,000 50,000
Chief Executive Officer 500,000 650,000 750,000 1,000,000 1,250,000
Industrial Designer 50,000 60,000 72,000 86,400 103,680
Research & Development 30,000 36,000 43,200 51,840 62,208
Marketing Specialist 70,000 98,000 137,200 192,080 268,912
Administration 30,000 60,000 90,000 100,000 100,000
Total Salaries $ 730,000 $ 964,000 $ 1,157,400 $ 1,480,320 $ 1,834,800

Additional Costs
Payroll Expenses 2,235 4,470 6,705 7,450 7,450
Total Salary Expenses $ 732,235 $ 968,470 $ 1,406,496 $ 2,319,044 $ 2,319,045

BOARD OF ADVISORS
The Company has established a Board of Advisors, which includes highly qualified business and industry
professionals. The Board of Advisors will advise the Management team in making appropriate decisions
and taking effective action. However, the Board of Advisors will not be responsible for Management

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 Confidential Private Placement Memorandum • Regulation D Rule 506 • Johanson 3

decisions and has no legal or fiduciary responsibility to the Company. Currently there are five members
on the Board of Advisors:

• Bugra Gergez1, CEO/Straddard Entertainment

• Marc Doe, President/Straddard Entertainment

• Chris Doe, Independent Marketing Consultant

• Rick Doe, VP Marketing/BRD Corporation

• Anthony Doe, CEO/Pratt Consulting

DILUTION
The purchasers of the Common Stock Shares offered by this Memorandum will experience an immediate
and substantial dilution of their investments. There are 10,000,000 authorized Shares of the Company of
which 3,000,000 Shares are currently issued and outstanding. The net tangible book value per share of
the Company’s ownership was approximately $0.001 at September 1st, 2017. Net tangible book value
per share of ownership is equal to the Company’s total tangible assets less its total liabilities, divided by
the total number of outstanding Shares of ownership. Upon completion of this Offering, the net tangible
book value for the Shares, which are now outstanding, will be increased with corresponding dilution for
the Shares sold to investors.

The following reflects the dilution to be incurred by the investors. “Dilution” is determined by subtracting
the net tangible book value per Common Stock Share after the Offering from the Offering price. If the
expected maximum number of Shares offered hereby is sold, of which there can be no assurance, there
will be 4,000,000 Shares of ownership outstanding with net tangible book value of approximately $0.25
per Share. This represents an immediate increase in net tangible book value from $0.001 to $0.25 per
Share to existing shareholders and an immediate dilution of from $1.00 to $0.25 per Share to purchasers
of Shares in this Offering.

CURRENT SHAREHOLDERS
The following table contains certain information as of September 5, 2017 as to the number of Shares
beneficially owned by (i) each person known by the Company to own beneficially more than 5% of the
Company’s Shares, (ii) each person who is a Managing Officer of the Company, (iii) all persons as a

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 Confidential Private Placement Memorandum • Regulation D Rule 506 • Johanson 3

group who are Directors and/or Officers of the Company, and as to the percentage of the outstanding
Shares held by them on such dates and as adjusted to give effect to this Offering.

Name Position Current % Post Offering Maximum %

Bugra Gergez CEO 33.33% 25%

John Neerman CFO 33.33% 25%

John Sek Director 33.33% 25%

COMMON STOCK SHARE OPTION AGREEMENTS

The Company has entered into option agreements with the following individuals and companies allowing
them to purchase Common Stock Shares in the Company at a future date:

The Company entered into a share option agreement with John Q. Public for 1,000 Shares at an exercise
price of $0.50 per share. The term of the agreement is 3 years.

LITIGATION
The Company is not presently a party to any material litigation, nor to the knowledge of Management is
any litigation threatened against the Company, which may materially affect the business of the Company
or its assets.

DESCRIPTION OF SHARES
The Company is offering a minimum of 1,000,000 and a maximum of 20,000,000 Shares at a price of
$1.00 per Share, $.001 par value per share. Upon completion of the Offering between 20,000,000 and
4,000,000 Shares will be outstanding. The Shares of ownership are equal in all respects, and upon
completion of the Offering, the Shares will comprise the only representation of ownership that the
Company will have issued and outstanding to date, upon close of the Offering.

Each shareholder is entitled to one vote for each share held on each matter submitted to a vote of the
shareholders.

Shares are not redeemable and do not have conversion rights. The Shares currently outstanding are, and
the Shares to be issued upon completion of this Offering will be, fully paid and non-assessable.

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 Confidential Private Placement Memorandum • Regulation D Rule 506 • Johanson 3

In the event of the dissolution, liquidation or winding up of the Company, the assets then legally available
for distribution to the shareholders will be distributed ratably among such shareholders in proportion to
their Shares.

Shareholders are only entitled to profit distributions proportionate to their Shares of ownership when and
if declared by Management out of funds legally available therefore. The Company to date has not given
any such profit distributions. Future profit distribution policies are subject to the discretion of
Management and will depend upon a number of factors, including among other things, the capital
requirements and the financial condition of the Company.

TRANSFER AGENT AND REGISTRAR

The Company will act as its own transfer agent and registrar for its Shares of ownership.

PLAN OF PLACEMENT
The Shares are offered directly by the Management of the Company on the terms and conditions set forth
in this Memorandum. FINRA brokers and dealers may also offer Shares. The Company is offering the
Shares on a “best efforts” basis. The Company will use its best efforts to sell the Shares to investors.
There can be no assurance that all or any of the Shares offered, will be sold.

Commencing on the date of this Memorandum all funds received

▪ Escrow of Subscription by the Company in full payment of subscriptions for Shares will be
Funds
deposited in an escrow account. The Company has set a minimum
offering proceeds figure of $1,000,000 for this Offering. The
Company has established an Investment Holding Account with
Morgan Stanley/Dean Witter, into which the minimum offering
proceeds will be placed. At least 1,000,000 Shares must be sold for
$1,000,000 before such proceeds will be released from the escrow
account and utilized by the Company. After the minimum number
of Shares are sold, all subsequent proceeds from the sale of Shares
will be delivered directly to the Company and be available for its
use. Subscriptions for Shares are subject to rejection by the
Company at any time.

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 Confidential Private Placement Memorandum • Regulation D Rule 506 • Johanson 3

A purchaser of Shares must complete, date, execute, and deliver to

▪ How to Subscribe for the Company the following documents, as applicable. All of which
Shares
are included as part of the Investor Subscription Package:

a) An Investor Suitability Questionnaire;

b) An original signed copy of the appropriate Subscription

Agreement;

c) A Johanson 3.Articles of Incorporation; and

d) A check payable to “Johanson 3, INC.” in the amount of

$1.00 per Share for each Share purchased as called for in
the Subscription Agreement (minimum purchase of
5,000 Shares for $5,000).

Purchasers of Shares will receive an Investor Subscription

Package containing an Investor Suitability Questionnaire and two
copies of the Subscription Agreement.

Subscribers may not withdraw subscriptions that are tendered to

the Company (Florida, Georgia and Pennsylvania Residents See
NASAA Legend in the front of this Memorandum for important
information).

ADDITIONAL INFORMATION
Each prospective investor may ask questions and receive answers concerning the terms and conditions of
this offering and obtain any additional information which the Company possesses, or can acquire without
unreasonable effort or expense, to verify the accuracy of the information provided in this Memorandum.
The principal executive offices of the Company are located at 16192 Coastal Hwy, Lewes, DE 19958 and
the telephone number is (808) 260-9965.

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 Confidential Private Placement Memorandum • Regulation D Rule 506 • Johanson 3

Exhibit A

Product & Service Summary

JOHANSON 3 | CARGO BIKE & ACCESSORIES

▪ Service Description

The applications of the cargo bikes and potential for new revenue streams are limitless. As the company
grows, new revenue streams will continue to emerge that will deliver new opportunities. At the present
time, there are three revenue streams on the bike royalties, accessory sales, and customization for the
licensees.

Cargo Bike Product Line

Junior

SIZES(M/F) 3.2 ft-4.6 ft 1m-1.4m

DIMENSIONS OF THE J3 1.9 ft-4.7 ft 60 cm ×145 cm

MAX PAYLOAD 198.4LB 90kg

ENGINES(S) 1

AUTONOMY 18.6 miles 30 km

Rhino

SIZES(M/F) 4.9 ft-6.5 ft. 1.5m-1.96m

DIMENSIONS OF THE J3 3.6 ft-7.8 ft 1.1m – 2.4m

MAX PAYLOAD 660lb 300kg

MAX SPEED 40mph 65km/h

ENGINE(S) 2 rear

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 Confidential Private Placement Memorandum • Regulation D Rule 506 • Johanson 3

Urban 2 +

SIZES(M/F) 4.9 ft-6.5 ft. 1.5m-1.96m

SIZES(M/F) 5.6 ft-6.4 ft 1.7 m-1.96 m

DIMENSIONS OF THE J3 2.8 ft ×6.8 ft 87 cm×210 cm

MAX PAYLOAD 485 Lb 220 kg

MAX SPEED 28 mph 45 km

Urban 1

SIZES(M/F) 4.9 ft-6.5 ft. 1.5m-1.96m

SIZES(M/F) 4.9 ft-5.6 ft. 1.5 m- 1.72 m

DIMENSIONS OF THE J3 2.6ft-6.1ft 80cm-186cm

MAX PAYLOAD 396Lb 180kg

MAX SPEED 12.5-28mph 20-45km

X-Plorer

SIZES(M/F) 4.9 ft-6.5 ft. 1.5m-1.96m

SIZES(M/F) 5.4 ft-6.5 ft 1.65 m-1.96 m

DIMENSIONS OF THE J3 3.9 ft × 8 ft 1.2 m ×2.45 m

MAX PAYLOAD 550 Lb 250 kg

MAX SPEED 3x

Accessories
The accessories will be licensed under the Johanson 3 brand and complement the style of each bike. The
company expects that accessories will account for (15%) of cumulative trike sales and will be focused
around storage equipment and protective gear. The company will distribute the accessories on the website,
directly market to Johanson 3 buyers, and enter into strategic partnerships with existing vendors.

Customization
Some enterprise buyers will use the Johanson 3 for custom applications that will require unique
modifications. Many consumers may also prefer uniquely customized trikes, which will require the licensee
to provide the additional revenue for custom design to the company. This will serve as an additional revenue
stream, but does not substantially contribute to overall revenue streams.

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 Confidential Private Placement Memorandum • Regulation D Rule 506 • Johanson 3

EXHIBIT A

JOHANSON 3 FINAN

▪ Financial Highlights

Financial Highlights ($000)

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12 2016 2017 2018 2019 2020
Revenue 2510 14 45 28 39 80 77 108 176 211 321 411 3920 7423 14003 22622 39415
Gross Margin 2510 14 44 27 37 77 73 102 168 201 306 390 3849 7209 13727 22030 38518
Operating Expense 154 154 154 154 154 154 154 154 154 154 154 154 1849 4032 6623 9932 16207
EBITDA 2356 (140) (110) (127) (185) (145) (149) (120) (54) (21) 84 168 1185 2208 5940 10610 20468
Net Profit 1402 (95) (77) (88) (122) (98) (101) (83) (43) (24) 39 90 428 1191 3430 8451 16670

Gross Margin/Revenue 0% 0% 0% 0% 95% 97% 95% 95% 96% 95% 95% 95% 98% 97% 98% 97% 98%
EBITDA/Revenue 0% 0% 0% 0% -470% -181% -193% -111% -31% -10% 26% 41% 30% 30% 42% 47% 52%
Net Profit/Revenue 0% 0% 0% 0% -311% -123% -131% -77% -25% -11% 12% 22% 11% 16% 24% 37% 42%

Net Cash Flow 2356 (140) (951) (127) (185) 39 (149) (120) 76 (21) 84 77 937 1328 3567 8588 16808
Cash Balance - Ending 2391 2250 1299 1171 987 1026 877 757 833 812 896 972 972 2301 5868 14457 31264

aa

▪ Financial Indicators

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 Confidential Private Placement Memorandum • Regulation D Rule 506 • Johanson 3

Financial Indicators
2016 2017 2018
Profitability %'s:
Gross Margin 98% 97% 96%
Net Profit Margin 11% 16% 24%
EBITDA to Revenue 30% 30% 42%
Return on Assets 11% 23% 40%
Return on Equity 11% 23% 40%

Financial Indicators
120%
100%
80%
60%
40%
20%
0%
Year 1 Year 2 Year 3

Gross Margin Net Profit Margin EBITDA to Revenue Return on Assets

▪ Revenue Forecast

Revenue Forecast
2016 2017 2018 2019 2020
Revenue Forecast
Johanson 3 | USA 1,420,173 2,863,856 5,727,712 8,591,568 11,360,000
Johanson 3 | India - 1,420,173 2,863,856 5,727,712 8,591,568
Accessories - 639,000 1,491,000 2,769,000 4,473,000
Licensing Fees - 2,500,000 2,500,000 1,250,000 5,000,000
Johanson 3 | Europe - - 1,420,173 2,863,856 5,727,712
Johanson 3 | South Korea & Malaysia - - - 1,420,173 4,262,445
Customization - 7,423,029 14,002,741 22,622,309 39,414,725
Johanson | South America - - - - -
Total Revenue $ 1,420,173 $ 14,846,058 $ 28,005,482 $ 45,244,618 $ 78,829,450

Direct Cost of Revenue

Johanson 3 | USA $ 71,009 $ 143,193 $ 286,386 $ 429,578 $ 568,000
Johanson 3 | India $ - $ 71,009 $ 143,193 $ 286,386 $ 429,578
Accessories $ - $ - $ - $ - $ -
Licensing Fees $ - $ - $ - $ - $ -
Johanson 3 | Europe $ - $ - $ 71,009 $ 143,193 $ 286,386
Johanson 3 | South Korea & Malaysia $ - $ - $ - $ 71,009 $ 213,122
Customization $ 71,009 $ 214,201 $ 500,587 $ 930,165 $ 1,497,086
Johanson | South America $ - $ - $ - $ - $ -
Subtotal Cost of Revenue $ 142,017 $ 428,403 $ 1,001,174 $ 1,860,331 $ 2,994,172

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 Confidential Private Placement Memorandum • Regulation D Rule 506 • Johanson 3

▪ Projected Profit and Loss

Pro Forma Profit and Loss

2016 2017 2018 2019 2020

Revenue $ 3,920,173 $ 7,423,029 $ 14,227,741 $ 22,959,809 $ 40,014,725
Subtotal Cost of Revenue $ 71,009 $ 214,201 $ 500,587 $ 930,165 $ 1,497,086
Total Cost of Revenue $ 71,009 $ 214,201 $ 500,587 $ 930,165 $ 1,497,086

Gross Margin $ 3,849,164 $ 7,208,827 $ 13,727,154 $ 22,029,643 $ 38,517,639

Gross Margin/Revenue 98% 97% 96% 96% 96%

Expenses
Utilities $ 12,500 $ 12,500 $ 12,500 $ 12,500 $ 12,500
Travel $ 50,000 $ 65,000 $ 84,500 $ 109,850 $ 142,805
Office Supples & Materials $ 25,000 $ 25,000 $ 25,000 $ 25,000 $ 25,000
Car Lease $ 15,000 $ 15,000 $ 15,000 $ 15,000 $ 15,000
Intellectual Property $ 275,000 $ 275,000 $ 275,000 $ 275,000 $ 275,000
Contract & Legal $ 75,000 $ 75,000 $ 75,000 $ 75,000 $ 75,000
Insurance $ 7,500 $ 7,500 $ 7,500 $ 7,500 $ 7,500
Office & Showroom Rental $ 140,000 $ 168,000 $ 201,600 $ 241,920 $ 290,304
United States Liability Insurance $ 5,859 $ 5,859 $ 5,859 $ 5,859 $ 5,859
Recall Insurance $ 3,662 $ 3,662 $ 3,662 $ 3,662 $ 3,662
Engineering Costs $ 650,000 $ 780,000 $ 936,000 $ 1,123,200 $ 1,347,840
Sales & Marketing $ 196,009 $ 371,151 $ 711,387 $ 1,147,990 $ 2,000,736
Other Taxes (10%) $ 392,017 $ 742,303 $ 1,422,774 $ 2,295,981 $ 4,001,472
Other Risk Insurance $ 1,464 $ 1,464 $ 1,464 $ 1,464 $ 1,464
Total Operating Expenses $ 1,849,011 $ 2,547,439 $ 3,777,246 $ 5,339,926 $ 8,204,143
Wages & Payroll $ 815,055 $ 968,470 $ 1,164,105 $ 1,487,770 $ 1,842,250
Depreciation, Amortization & Taxes $ 756,963 $ 1,017,575 $ 2,510,352 $ 2,159,276 $ 3,798,020
Net Income $ 428,135 $ 1,190,737 $ 3,429,903 $ 8,450,710 $ 16,670,281
Net Income/Revenue 11% 16% 24% 37% 42%

Revenue By Year
50000

40000

30000

20000

10000

0
2016 2017 2018 2019 2020

Year 1 Revenue Monthly

3,000,000
2,500,000
2,000,000
1,500,000
1,000,000
500,000
-
Month 1

Month 2

Month 3

Month 4

Month 5

Month 6

Month 7

Month 8

Month 9

Month 10

Month 11

Month 12

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 Confidential Private Placement Memorandum • Regulation D Rule 506 • Johanson 3

▪ Break-Even Analysis

NET UNITS NET REVENUE FIXED COST VARIABLE COST TOTAL COST TOTAL PROFIT
- $0 $1,849,011 $0 $1,849,011 -$1,849,011
500 $284,000 $1,849,011 $8,520 $1,857,531 -$1,573,531
1,000 $568,000 $1,849,011 $17,040 $1,866,051 -$1,298,051
1,500 $852,000 $1,849,011 $25,560 $1,874,571 -$1,022,571
2,000 $1,136,000 $1,849,011 $34,080 $1,883,091 -$747,091
2,500 $1,420,000 $1,849,011 $42,600 $1,891,611 -$471,611
3,000 $1,704,000 $1,849,011 $51,120 $1,900,131 -$196,131
3,500 $1,988,000 $1,849,011 $59,640 $1,908,651 $79,349
4,000 $2,272,000 $1,849,011 $68,160 $1,917,171 $354,829
4,500 $2,556,000 $1,849,011 $76,680 $1,925,691 $630,309
5,000 $2,840,000 $1,849,011 $85,200 $1,934,211 $905,789
5,500 $3,124,000 $1,849,011 $93,720 $1,942,731 $1,181,269
6,000 $3,408,000 $1,849,011 $102,240 $1,951,251 $1,456,749
6,500 $3,692,000 $1,849,011 $110,760 $1,959,771 $1,732,229
7,000 $3,976,000 $1,849,011 $119,280 $1,968,291 $2,007,709
7,500 $4,260,000 $1,849,011 $127,800 $1,976,811 $2,283,189
8,000 $4,544,000 $1,849,011 $136,320 $1,985,331 $2,558,669

Breakeven Analysis Year 1

$5,000,000

$4,500,000
COST-VOLUME-PROFIT

$4,000,000

$3,500,000

$3,000,000

$2,500,000

$2,000,000

$1,500,000

$1,000,000

$500,000

$0
0

1000

1500

2000

2500

3000

3500

4000

4500

5000

5500

6000

6500

7000

7500

8000
500

Number of Bikes Sold

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 Confidential Private Placement Memorandum • Regulation D Rule 506 • Johanson 3

▪ Projected Cash Flow

Pro Forma Cash Flow

2016 2017 2018 2019 2020
Beginning Cash Balance $ 35,000 $ 972,403 $ 2,300,724 $ 5,868,210 $ 14,456,503
Cash Inflows
Income from Sales $ 4,020,173 $ 7,423,029 $ 14,227,741 $ 22,959,809 $ -
Accounts Receivable $ - $ - $ - $ - $ -
Total Cash Inflows $ 4,020,173 $ 7,423,029 $ 14,227,741 $ 22,959,809 $ 40,014,725

Cash Outflows

Investing Activities
New Fixed Assets Purchases $ - $ - $ - $ - $ -
Inventory Addition to Bal.Sheet $ - $ - $ - $ - $ -
Cost of Sales $ 71,009 $ 214,201 $ 500,587 $ 930,165 $ 1,497,086

Operating Activities
Salaries and Wages $ 543,370 $ 968,470 $ 1,164,105 $ 1,487,770 $ 1,842,250
Fixed Business Expenses $ 1,849,011 $ 4,032,045 $ 6,622,794 $ 9,931,888 $ 16,207,088
Taxes $ 619,380 $ 879,992 $ 2,372,768 $ 2,021,692 $ 3,660,436

Financing Activities
Loan Payments $ - $ - $ - $ - $ -
Line of Credit Interest $ - $ - $ - $ - $ -
Line of Credit Repayments $ - $ - $ - $ - $ -
Dividends Paid $ - $ - $ - $ - $ -

Total Cash Outflows $ 3,082,769.55 $ 6,094,708.14 $ 10,660,254.82 $ 14,371,515.90 $ 23,206,860.31

Cash Flow $ 937,403.30 $ 1,328,320.72 $ 3,567,486.04 $ 8,588,292.96 $ 16,807,864.55
Operating Cash Balance $ 972,403.30 $ 2,300,724.03 $ 5,868,210.07 $ 14,456,503.03 $ 31,264,367.58
Ending Cash Balance $ 972,403.30 $ 2,300,724.03 $ 5,868,210.07 $ 14,456,503.03 $ 31,264,367.58

Year 1 Cash
3,000,000

2,500,000

2,000,000

1,500,000

1,000,000

500,000

-
Month 10

Month 11

Month 12
Month 9
Month 1

Month 2

Month 3

Month 4

Month 5

Month 6

Month 7

Month 8

(500,000)

(1,000,000)

(1,500,000)

Net Cash Flows Cash Balance

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 Confidential Private Placement Memorandum • Regulation D Rule 506 • Johanson 3

▪ Projected Balance Sheet

Pro Forma Balance Sheet

2016 2017 2018 2019 2020
Assets
Current Assets
Cash $ 606,407 $ 4,239,929 $ 7,693,776 $ 16,152,819 $ 32,831,434
Other Current Assets $ 3,080,061 $ 645,610 $ 630,000 $ 630,000 $ 630,000
Total Current Assets $ 3,686,468 $ 4,885,539 $ 8,323,776 $ 16,782,819 $ 33,461,434

Long-term Assets
Long-term Assets $ 250,000 $ 250,000 $ 250,000 $ 250,000 $ 250,000
Accumulated Depreciation $ 8,333 $ 16,667 $ 25,000 $ 33,333 $ 41,667
Total Long-term Assets $ 241,667 $ 233,333 $ 225,000 $ 216,667 $ 208,333
Total Assets $ 3,928,134 $ 5,118,872 $ 8,548,776 $ 16,999,485 $ 33,669,766

Liabilities and Capital

Current Liabilities
Accounts Payable $ - $ - $ - $ - $ -
Current Borowing $ - $ - $ - $ - $ -
Other Current Liabilities $ - $ - $ - $ - $ -
Subtotal Current Liabilities $ - $ - $ - $ - $ -

Long-term Liabilities $ - $ - $ - $ - $ -
Total Liabilities $ - $ - $ - $ - $ -

Common Stock $ 3,500,000 $ 3,500,000 $ 3,500,000 $ 3,500,000 $ 3,500,000

Retained Earnings $ 428,135 $ 1,618,872 $ 5,048,776 $ 13,499,486 $ 30,169,767
Total Capital $ 3,928,135 $ 5,118,872 $ 8,548,776 $ 16,999,486 $ 33,669,767
Total Liabilities and Capital $ 3,928,134 $ 5,118,872 $ 8,548,776 $ 16,999,485 $ 33,669,766

▪ Sensitivity Analysis

Best Case Scenario (Revenue Increase by 15% )

2016 2017 2018 2019 2020
Revenue $ 1,633,199 $ 17,072,966 $ 32,206,304 $ 52,031,310 $ 90,653,867
Cost of Goods Sold $ 163,320 $ 492,663 $ 1,151,350 $ 2,139,381 $ 3,443,298
Gross Margin $ 1,469,879 $ 16,580,303 $ 31,054,954 $ 49,891,930 $ 87,210,569
Gross Margin/Revenue 90% 97% 96% 96% 96%
Operating Expenses $ 1,849,011 $ 4,032,045 $ 6,622,794 $ 9,931,888 $ 16,207,088
Salares & Wages $ 732,235 $ 968,470 $ 1,164,105 $ 1,487,770 $ 1,842,250
Other $ 756,963 $ 1,017,575 $ 2,510,352 $ 2,159,276 $ 3,798,020
EBIT $ (1,868,330) $ 10,562,213 $ 20,757,703 $ 36,312,996 $ 65,363,211
EBIT/Revenue -114% 62% 64% 70% 72%

Worst Case Scenario (Revenue Decrease by 15% )

2016 2017 2018 2019 2020
Revenue $ 1,207,147 $ 12,619,149 $ 23,804,659 $ 38,457,925 $ 67,005,032
Cost of Goods Sold $ 120,715 $ 364,142 $ 850,998 $ 1,581,281 $ 2,545,047
Gross Margin $ 1,086,432 $ 12,255,007 $ 22,953,661 $ 36,876,644 $ 64,459,986
Gross Margin Revenue 90% 97% 96% 96% 96%
Operating Expenses $ 1,849,011 $ 4,032,045 $ 6,622,794 $ 9,931,888 $ 16,207,088
Salaries & Wages $ 732,235 $ 968,470 $ 1,164,105 $ 1,487,770 $ 1,842,250
Other $ 756,963 $ 1,017,575 $ 2,510,352 $ 2,159,276 $ 3,798,020
EBIT $ (2,251,777) $ 6,236,917 $ 12,656,410 $ 23,297,710 $ 42,612,628
EBIT/Revenue -187% 49% 53% 61% 64%

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 Confidential Private Placement Memorandum • Regulation D Rule 506 • Johanson 3

Year 1 Profit & Loss

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12
Revenue $ 2,510,224 $ 14,314 $ 45,039 $ 28,055 $ 39,277 $ 79,987 $ 76,982 $ 107,775 $ 175,885 $ 211,239 $ 320,734 $ 410,664
Subtotal Cost of Revenue $ 511 $ 716 $ 1,002 $ 1,403 $ 1,964 $ 2,749 $ 3,849 $ 5,389 $ 7,544 $ 10,562 $ 14,787 $ 20,533
Total Cost of Revenue $ 511 $ 716 $ 1,002 $ 1,403 $ 1,964 $ 2,749 $ 3,849 $ 5,389 $ 7,544 $ 10,562 $ 14,787 $ 20,533

Gross Margin $ 2,509,713 $ 13,598 $ 44,037 $ 26,652 $ 37,313 $ 77,238 $ 73,133 $ 102,386 $ 168,340 $ 200,677 $ 305,947 $ 390,131
Gross Margin/Revenue 0% 0% 0% 0% 95% 0% 0% 95% 0% 0% 95% 0%

Expenses
Utilities $ 1,042 $ 1,042 $ 1,042 $ 1,042 $ 1,042 $ 1,042 $ 1,042 $ 1,042 $ 1,042 $ 1,042 $ 1,042 $ 1,042
Travel $ 4,167 $ 4,167 $ 4,167 $ 4,167 $ 4,167 $ 4,167 $ 4,167 $ 4,167 $ 4,167 $ 4,167 $ 4,167 $ 4,167
Office Supples & Materials $ 2,083 $ 2,083 $ 2,083 $ 2,083 $ 2,083 $ 2,083 $ 2,083 $ 2,083 $ 2,083 $ 2,083 $ 2,083 $ 2,083
Car Lease $ 1,250 $ 1,250 $ 1,250 $ 1,250 $ 1,250 $ 1,250 $ 1,250 $ 1,250 $ 1,250 $ 1,250 $ 1,250 $ 1,250
Intellectual Property $ 22,917 $ 22,917 $ 22,917 $ 22,917 $ 22,917 $ 22,917 $ 22,917 $ 22,917 $ 22,917 $ 22,917 $ 22,917 $ 22,917
Contract & Legal $ 6,250 $ 6,250 $ 6,250 $ 6,250 $ 6,250 $ 6,250 $ 6,250 $ 6,250 $ 6,250 $ 6,250 $ 6,250 $ 6,250
Total Operating Expenses $ 154,084 $ 154,084 $ 154,084 $ 154,084 $ 154,084 $ 154,084 $ 154,084 $ 154,084 $ 154,084 $ 154,084 $ 154,084 $ 154,084

EBIT $ 2,355,629 $ (140,486) $ (110,047) $ (127,432) $ (116,772) $ (76,846) $ (80,951) $ (51,698) $ 14,256 $ 46,592 $ 151,863 $ 236,047
EBIT/Revenue 0% 0% 0% 0% -297% -96% -105% -48% 8% 22% 47% 57%

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 Confidential Private Placement Memorandum • Regulation D Rule 506 • Johanson 3

Year 1 Cash Flow

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Month 11 Month 12

Cash Received

Revenue
$ 2,510,224 $ 14,314 $ 45,039 $ 28,055 $ 39,277 $ 79,987 $ 76,982 $ 107,775 $ 175,885 $ 211,239 $ 320,734 $ 410,664
New Current Borrowing
$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ -
New Long-Term Liabilities
$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ -
Sale of Other Current Assets
$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ -
Sale of Long-Term Assets
$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ -
New Investment Received
$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ -
Subtotal Cash Received
$ 2,510,224 $ 14,314 $ 45,039 $ 28,055 $ 39,277 $ 79,987 $ 76,982 $ 107,775 $ 175,885 $ 211,239 $ 320,734 $ 410,664

Expenditures

Expenditures from Operations

$ 154,595 $ 154,800 $ 996,291 $ 155,487 $ 223,969 $ 41,164 $ 225,855 $ 227,394 $ 99,854 $ 232,567 $ 236,792 $ 334,001
Subtotal Spent on Operations
$ 154,595 $ 154,800 $ 996,291 $ 155,487 $ 223,969 $ 41,164 $ 225,855 $ 227,394 $ 99,854 $ 232,567 $ 236,792 $ 334,001

Additional Cash Spent

Current Borrowing Repay

$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ -
L-T Liabilities Principal Repay
$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ -
Purchase Inventory
$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ -
Purchase Long-Term Assets
$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ -
Dividends
$ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ -
Cash Spent
$ 154,595 $ 154,800 $ 996,291 $ 155,487 $ 223,969 $ 41,164 $ 225,855 $ 227,394 $ 99,854 $ 232,567 $ 236,792 $ 334,001

Net Cash Flow

$ 2,355,629 $ (140,486) $ (951,252) $ (127,432) $ (184,693) $ 38,823 $ (148,873) $ (119,619) $ 76,031 $ (21,329) $ 83,942 $ 76,663
Cash Balance
$ 2,390,629 $ 2,250,142 $ 1,298,890 $ 1,171,458 $ 986,765 $ 1,025,588 $ 876,715 $ 757,096 $ 833,127 $ 811,798 $ 895,740 $ 972,403

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 Pro Forma Profit and Loss (Assembly Line Scenario)

2016 2017 2018 2019 2020

Revenue $ 8,500,730 $ 21,240,530 $ 46,519,130 $ 82,962,030 $ 136,587,330
Subtotal Cost of Revenue $ 2,230,271 $ 6,727,735 $ 15,722,663 $ 29,215,055 $ 47,021,159
Total Cost of Revenue $ 2,230,271 $ 6,727,735 $ 15,722,663 $ 29,215,055 $ 47,021,159

Gross Margin $ 6,270,459 $ 14,512,795 $ 30,796,467 $ 53,746,975 $ 89,566,171

Gross Margin/Revenue 74% 68% 66% 65% 66%

Expenses
Utilities $ 12,500 $ 12,500 $ 12,500 $ 12,500 $ 12,500
Travel $ 50,000 $ 65,000 $ 84,500 $ 109,850 $ 142,805
Office Supples & Materials $ 25,000 $ 25,000 $ 25,000 $ 25,000 $ 25,000
Car Lease $ 15,000 $ 15,000 $ 15,000 $ 15,000 $ 15,000
Intellectual Property $ 275,000 $ 275,000 $ 275,000 $ 275,000 $ 275,000
Contract & Legal $ 75,000 $ 75,000 $ 75,000 $ 75,000 $ 75,000
Insurance $ 7,500 $ 7,500 $ 7,500 $ 7,500 $ 7,500
Office & Showroom Rental $ 140,000 $ 168,000 $ 201,600 $ 241,920 $ 290,304
United States Liability Insurance $ 5,859 $ 5,859 $ 5,859 $ 5,859 $ 5,859
Recall Insurance $ 3,662 $ 3,662 $ 3,662 $ 3,662 $ 3,662
Engineering Costs $ 650,000 $ 1,300,000 $ 2,600,000 $ 5,200,000 $ 10,400,000
Sales & Marketing $ 850,073 $ 2,124,053 $ 4,651,913 $ 8,296,203 $ 13,658,733
Other Taxes (10%) $ 850,073 $ 2,124,053 $ 4,651,913 $ 8,296,203 $ 13,658,733
Other Risk Insurance $ 1,464 $ 1,464 $ 1,464 $ 1,464 $ 1,464
Total Operating Expenses $ 2,961,131 $ 6,202,091 $ 12,610,911 $ 22,565,161 $ 38,571,560
Wages & Payroll $ 815,055 $ 968,470 $ 1,164,105 $ 1,487,770 $ 1,842,250
Depreciation, Amortization & Taxes $ 1,280,633 $ 2,221,522 $ 5,082,065 $ 4,872,595 $ 6,653,815
Net Income $ 1,213,640 $ 2,996,658 $ 7,287,473 $ 16,525,246 $ 28,839,813
Net Income/Revenue 14% 14% 16% 20% 21%

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