POSTING AGREEMENTPosting Agreement • December 23rd, 2022 • Caary Capital Ltd. • Services-business services, nec • California
[Caary Capital Ltd.] [COMPANY], a [Canadian] [STATE] [Federally Incorporated] [ENTITY] located at [186 Bartley Dr., Toronto, ON M4A 1E1 CANADA] [ADDRESS] (the “Company”), proposes, subject to the terms and conditions contained in this Posting Agreement (this “Agreement”), to issue and sell shares of its [Class A Common] [SECURITIES], $XXX par value per share (the “Shares”) to investors (collectively, the “Investors”) in a public offering (the “Offering”) on the online website provided by StartEngine Crowdfunding, Inc. (the “Platform”) pursuant to Regulation A through StartEngine Primary LLC ( “StartEngine”), acting on a best efforts basis only, in connection with such sales. The Shares are more fully described in the Offering Statement (as hereinafter defined).
SOW for Agreement to Perform Advisory Services to CAARY Capital by Mac Capital Co Ltd.Amending Agreement • July 26th, 2021 • Caary Capital Ltd. • Ontario
This Statement of Work (hereinafter called the “SOW”) agreement, effective as of January 1, 2021 is entered into by and between Mac Capital Co Ltd. (the “Advisor”) and CAARY Capital Ltd. (the “Client”) and is subject to the terms and conditions specified below. The Exhibit(s) to this SOW, if any, shall be deemed to be a part hereof. In the event of any inconsistencies between the terms of the body of this SOW and the terms of the Exhibit(s) hereto, the terms of the body of this SOW shall prevail.
Broker-Dealer AgreementBroker-Dealer Agreement • July 26th, 2021 • Caary Capital Ltd.
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between CAARY CAPITAL LTD. (“Client”) a Canadian Corporation, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this amended Agreement, effective of May 21st, 2021 (the “Effective Date”):
SHARE OPTION AGREEMENTShare Option Agreement • July 26th, 2021 • Caary Capital Ltd. • Ontario
VENPORT HOLDINGS INC., a corporation incorporated under the laws of the Province of Ontario (hereinafter called the “Optionee”)
CAARY CAPITAL LTD. PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT INSTRUCTIONS TO SUBSCRIBER Caary Capital Ltd. PRIVATE PLACEMENT SUBSCRIPTION AGREEMENTPrivate Placement Subscription Agreement • December 23rd, 2022 • Caary Capital Ltd. • Services-business services, nec • Ontario
The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase from Caary Capital Ltd. (the “Issuer”) that number of Class A common shares of the Issuer (the “Shares”) set out below at a price of $1.10 per Share (the “Offering”). The Subscriber must invest a minimum of $440; however, the Issuer reserves the right to waive this minimum in its sole discretion. The Subscriber agrees to be bound by the terms and conditions set forth in the attached “Terms and Conditions of Subscription for Shares”.
CAARY Capital Ltd. Class A Common Shares Regulation A Subscription AgreementAgreement • November 3rd, 2021 • Caary Capital Ltd. • Services-business services, nec • British Columbia
The securities offered hereby are highly speculative. Investing in shares of CAARY Capital Ltd., a corporation formed as a “Federal” corporation under the laws of Canada and domiciled in the Province of Ontario (the “Issuer”), involves significant risks. This investment is suitable only for persons who can afford to lose their entire investment.
Escrow Agreement FOR SECURITIES OFFERINGEscrow Agreement for Securities Offering • December 23rd, 2022 • Caary Capital Ltd. • Services-business services, nec • Delaware
This Escrow Agreement, effective as of 11/22/2022, (“Escrow Agreement”), is by, between and among The Bryn Mawr Trust Company of Delaware, a Delaware Limited Purpose Trust Company and located at 20 Montchanin Rd., Suite 100, Greenville, DE 19807 as Escrow Agent hereunder (“Escrow Agent”); StartEngine Primary LLC (“Broker”), a Delaware Limited Liability Company, located at 3900 W. Alameda Ave, Burbank, CA 91505; and Caary Capital Ltd., a Federally incorporated Canadian com (“Issuer”) located at 186 Bartley Dr., Toronto, ON M4A 1E1 CANADA.
