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).
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”.
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.
