PART II AND III

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF SUCH STATE. THE COMPANY MAY ELECT TO SATISFY ITS OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF THE COMPANY’S SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

PRELIMINARY OFFERING CIRCULAR DATED DECEMBER 15, 2023

CALTIER, INC.

 

14269 DANIELSON ST.

POWAY, CA 92064

(619) 344-0291

www.caltierinc.com

UP TO 480,000 SHARES OF NON-VOTING COMMON STOCK ⁽¹⁾

PRICE: $6.75 PER SHARE

MINIMUM INVESTMENT: $189, or 28 shares

Investors in this offering will have no voting rights except those required by Delaware law.

SEE “SECURITIES BEING OFFERED” AT PAGE 35 FOR MORE INFORMATION ON THE TERMS OF OUR NON-VOTING COMMON STOCK

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	Price to Public	Underwriting discount and commissions (2)	Proceeds to issuer (3)
Per Share (4)	$6.75	$0.10	$6.65
Total Maximum	$2,999,997.00	$44,999.96	2,954,997.04

(1)	The Company is offering up to 444,444 shares of Non-Voting Common Stock, plus up to 35,556 additional shares of Non-Voting Common Stock eligible to be issued as Bonus Shares (as defined elsewhere in this offering circular). This amount assumes that the maximum amount of Bonus Shares is issued in this offering to investors. See “Plan of Distribution and Selling Securityholders” for more information on Bonus Shares.
(2)	The Company has engaged Castle Placement, LLC (“Castle”) as its broker-dealer. The Company has agreed to pay Castle a commission equal to 1.5% of the amount raised. The maximum amount of commissions Castle will receive under this arrangement is $44,999.96. FINRA fees incurred by Castle will be reimbursed to Castle by the Company (estimated to be $30,000). See “Plan of Distribution and Selling Securityholders” for a description of our arrangement with Castle.
(3)	Does not include other expenses of the offering, which are estimated at $180,000 for a fully subscribed offering, not including state filing fees. We anticipate fixed offering expenses for professional services, marketing and printing fees will be approximately $135,000, see “Use of Proceeds”.
(4)	Does not reflect effective discount that would result from the issuance of Bonus Shares. For details of this effective discount, see “Plan of Distribution and Selling Securityholders.”

Sales of these securities will commence on approximately [_].

This offering will terminate at the earlier of the date at which the maximum offering amount has been sold or the date at which the offering is earlier terminated by the Company at its sole discretion. At least every 12 months after this offering has been qualified by the United States Securities and Exchange Commission (the “SEC” or “Commission”), the Company will file a post-qualification amendment to include the Company’s recent financial statements. This offering covers an amount of securities that we reasonably expect to offer and sell within two years, although the offering statement of which this offering circular forms a part may be used for up to three years and 180 days under certain conditions.

The Company has engaged North Capital Private Securities Corporation as an escrow agent (the “Escrow Agent”) to hold funds tendered by investors. This offering is being conducted on a best-efforts basis without any minimum target. Provided that an investor purchases shares in the amount of the minimum investment, $189 (28 shares), there is no minimum number of shares that needs to be sold for funds to be released to the Company and for this offering to close, which may mean that the Company does not receive sufficient funds to cover the cost of this offering. The Company may undertake one or more closings on a rolling basis. After each closing, funds tendered by investors will be made available to the Company. After the initial closing of this offering, we expect to hold closings on at least a monthly basis.

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THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OR GIVE ITS APPROVAL OF ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

GENERALLY NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO www.investor.gov.

This offering is inherently risky. See “Risk Factors” on page 8.

The Company is following the “Offering Circular” format of disclosure under Regulation A.

In the event that we become a reporting company under the Securities Exchange Act of 1934, we intend to take advantage of the provisions that relate to “Emerging Growth Companies” under the JOBS Act of 2012. See “Summary -- Implications of Being an Emerging Growth Company.”

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TABLE OF CONTENTS

Summary	5
Risk Factors	8
Dilution	14
Plan of Distribution and Selling Securityholders	16
Use of Proceeds to Issuer	21
The Company’s Business	22
The Company’s Property	26
Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Directors, Executive Officers and Significant Employees	31
Compensation of Directors and Officers	32
Security Ownership of Management and Certain Securityholders	33
Interest of Management and Others in Certain Transactions	34
Securities Being Offered	35
Financial Statements	38

In this Offering Circular, unless context indicates otherwise, the terms “CalTier”, “CalTier”, or “the Company” refer to CalTier, Inc. and its subsidiaries on a consolidated basis.

Other than in the table on the cover page, dollar amounts have been rounded to the closest whole dollar.

THIS OFFERING CIRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

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SUMMARY

This summary highlights selected information contained elsewhere in this Offering Circular. This summary is not complete and does not contain all the information that you should consider before deciding whether to invest in our securities. You should carefully read the entire Offering Circular, including the risks associated with an investment in the Company discussed in the “Risk Factors” section of this Offering Circular, before making an investment decision. Some of the statements in this Offering Circular are forward-looking statements. See the section entitled “Cautionary Statement Regarding Forward-Looking Statements” above.

The Company

CalTier, Inc. (“CalTier”) is a fintech company seeking to change the way people around the world invest into real estate and other alternative asset classes. CalTier is currently focused on bringing institutional-grade real estate investments to the everyday investor and removing the complicated barriers that currently exist. CalTier was incorporated in 2017 as a Limited Liability Corporation under the laws of the State of California and was converted into a C Corporation in 2022 under the laws of the State of Delaware.

The Offering

Securities offered:	Up to 444,444 shares of Non-Voting Common Stock at $6.75 per share, plus an additional 35,556 shares of Non-Voting Common Stock may be offered as Bonus Shares
Minimum investment:	The minimum investment in this offering is $189.
Shares outstanding before the offering (as of December 15, 2023):	7,179,500 shares of Voting Common Stock 1,779,360 shares of Non-Voting Common Stock
Shares outstanding after the offering assuming maximum raise:	2,223,804 shares of Non-Voting Common Stock (1)
Use of proceeds:	We estimate that the net proceeds from the sale of the Non-Voting Common Stock in this offering will be approximately $2,819,997, after subtracting estimated offering costs of $180,000 in commissions, professional fees, EDGARization and other costs related to this offering. We intend to use the net proceeds of this offering for product development and new hires. See “Use of Proceeds” for details.
Risk factors:	Investing in our securities involves risks. See the section entitled “Risk Factors” in this Offering Circular and other information included in this Offering Circular for a discussion of factors you should carefully consider before deciding to invest in our securities.

(1) Assumes the maximum amount of shares are sold in this offering, and that no Bonus Shares are issued in this offering. If the maximum number of Bonus Shares are issued in this offering, the number of shares of Non-Voting Common Stock outstanding after this offering would be 2,259,360.

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Implications of Being an Emerging Growth Company

We are not subject to the ongoing reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) because we are not registering our securities under the Exchange Act. Rather, we will be subject to the more limited reporting requirements under Regulation A, including the obligation to electronically file:

● annual reports (including disclosure relating to our business operations for the preceding two fiscal years, or, if in existence for less than two years, since inception, related party transactions, beneficial ownership of the issuer’s securities, executive officers and directors and certain executive compensation information, management’s discussion and analysis (“MD&A”) of the issuer’s liquidity, capital resources, and results of operations, and two years of audited financial statements),

● semiannual reports (including disclosure primarily relating to the issuer’s interim financial statements and MD&A) and

● current reports for certain material events.

In addition, at any time after completing reporting for the fiscal year in which our offering statement was qualified, if the securities of each class to which this offering statement relates are held of record by fewer than 300 persons and offers or sales are not ongoing, we may immediately suspend our ongoing reporting obligations under Regulation A.

If and when we become subject to the ongoing reporting requirements of the Exchange Act, as an issuer with less than $1.07 billion in total annual gross revenues during our last fiscal year, we will qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and this status will be significant. An emerging growth company may take advantage of certain reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company we:

● will not be required to obtain an auditor attestation on our internal controls over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;

● will not be required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives (commonly referred to as “compensation discussion and analysis”);

● will not be required to obtain a non-binding advisory vote from our shareholders on executive compensation or golden parachute arrangements (commonly referred to as the “say-on-pay,” “say-on-frequency” and “say-on-golden-parachute” votes);

● will be exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;

● may present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A; and

● will be eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards.

We intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under Section 107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under Section 107 of the JOBS Act.

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Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, or such earlier time that we no longer meet the definition of an emerging growth company. Note that this offering, while a public offering, is not a sale of common equity pursuant to a registration statement, since the offering is conducted pursuant to an exemption from the registration requirements. In this regard, the JOBS Act provides that we would cease to be an “emerging growth company” if we have more than $1.07 billion in annual revenues, have more than $700 million in market value of our common stock held by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period.

Certain of these reduced reporting requirements and exemptions are also available to us due to the fact that we may also qualify, once listed, as a “smaller reporting company” under the Commission’s rules. For instance, smaller reporting companies are not required to obtain an auditor attestation on their assessment of internal control over financial reporting; are not required to provide a compensation discussion and analysis; are not required to provide a pay-for-performance graph or CEO pay ratio disclosure; and may present only two years of audited financial statements and related MD&A disclosure.

Selected Risks Associated with Our Business

● The Company has limited operating history on which to evaluate our performance and has not yet generated a profit.

● Our financial statements contain a “going concern” opinion.

● The market in which we participate is competitive and there is a risk we are unable to compete effectively.

● Poor performance of our funds would cause a decline in our revenues and results of operations and could adversely affect our ability to raise capital for future funds.

● The growth of our business depends in large part on our ability to raise capital from investors. If we are unable to raise capital from new or existing investors, it could have a significant negative impact on our operations and growth.

● The Company’s wholly-owned subsidiary, CalTier Advisors, LLC, recently became a registered internet investment advisor with the SEC, which has strict compliance requirements. Failure to comply with these requirements could subject CalTier Advisors or the Company to liability.

● We are dependent on certain key personnel and loss of these key personnel could have a material adverse effect on our business, financial condition and results of operations.

● Investors in this offering will not have any voting rights in our Company, and therefore will have no ability to influence decisions regarding our business.

● There is no current market for the Company’s Non-Voting Common Stock.

● We are offering Bonus Shares to investors in this offering that meet certain eligibility requirements, which effectively gives them a discount on their investment.

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RISK FACTORS

The SEC requires the Company to identify risks that are specific to its business and its financial condition. The Company is still subject to all the same risks that all companies in its business, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events and technological developments (such as cyber-attacks and the ability to prevent those attacks). Additionally, early-stage companies are inherently more risky than more developed companies. You should consider general risks as well as specific risks when deciding whether to invest.

Risks Related to the Company

The Company has limited operating history on which to evaluate our performance and has not yet generated a profit. The Company was initially formed in 2017 as CalTier Realty, LLC. It was converted into a C Corporation in March 2022, at which time the Company changed its name to CalTier, Inc. Accordingly, the Company has a limited history upon which an evaluation of its performance and future prospects can be made. Our current and proposed operations are subject to all the business risks associated with new enterprises. These include likely fluctuations in operating results as the Company reacts to developments in its market, managing its growth and the entry of competitors into the market. While we intend to continue establishing a consistent base of users for the Company’s Platform, to support and manage the funds that we have created to enable them to generate more consistent income for investors and CalTier as manager, and to create new funds in the future that will be revenue generating, there is no assurance that we will ever be profitable or generate sufficient revenues to support our operations.

Our financial statements contain a “going concern” opinion. The audit report includes a statement that there is substantial doubt about the Company’s ability to continue as a going concern. Certain matters, as described below and in Note 2 to the accompanying financial statements, indicate there may be substantial doubt about the Company’s ability to continue as a going concern. The Company had cumulative losses of $1,670,211 as of December 31, 2022 and $546,752 as of June 30, 2023, raising doubt about the Company’s ability to continue as a going concern. The Company has not been profitable since its inception. Our ability to continue operations is dependent upon our ability to generate sufficient cash flows from operations to meet our obligations, which the Company has not been able to accomplish to date, and/or to obtain additional capital financing.

The Company is not yet generating sufficient revenue to sustain its operations. The Company currently has minimal capital and, for the foreseeable future, will be dependent upon its ability to raise capital and its revenues from operations to fund its plans. The Company cannot assure you that it will be able to successfully raise capital. The failure to successfully raise capital could result in our bankruptcy or other event that would have an adverse effect on the value of your Non-Voting Common Stock. The Company has minimal assets, so such adverse events could put your investment at risk.

The market in which we participate is competitive and, if we do not compete effectively, our operating results could be harmed. We compete (directly or through our funds) with other entities engaged in real estate investment activities, including individuals, corporations, bank and insurance company investment accounts, other REITs, private real estate funds, as well as online real estate platforms that compete with the Platform. This market is competitive and rapidly changing. We expect competition to persist and intensify in the future, which could harm our ability to generate positive results from our operations.

Competition could result in reduced volumes of available real estate investments and/or investors, reduced management fees for the Company, or the failure of the Platform to achieve or maintain more widespread market acceptance, any of which could harm the Company. In addition, in the future the Company and the Platform may experience new competition from more established companies possessing large, existing customer bases, substantial financial resources and established distribution channels. If any of these companies or any major financial institution decided to enter the online investment business, acquire one of our existing competitors or form a strategic alliance with one of our competitors, our ability to compete effectively could be significantly compromised and our operating results could be harmed.

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Some of our current or potential competitors may have significantly more financial, technical, marketing and other resources than we do and may be able to devote greater resources to the development, promotion, sale and support of their platforms and distribution channels. Larger real estate programs may enjoy significant competitive advantages that result from, among other things, a lower cost of capital and enhanced operating efficiencies. In addition, the number of entities and the amount of funds competing for suitable properties may increase. Any such increase would result in increased demand for these assets and therefore increased prices paid for them. If we pay higher prices for properties and other investments, our profitability may be reduced and you may experience a lower return on your investment.

Our potential competitors may also have longer operating histories, more extensive customer bases, greater brand recognition and broader customer relationships than we have. These competitors may be better able to develop new products, to respond quickly to new technologies and to undertake more extensive marketing campaigns.

The growth of our business depends in large part on our ability to raise capital from investors. If we are unable to raise capital from new or existing investors or existing investors decide to withdraw their investments from our current or future funds, our funds will be unable to deploy such capital into investments and we will be unable to collect additional fees, which would have a negative effect on our growth prospects. Our ability to raise capital from investors depends on a number of factors, including many that are outside our control. Investors may choose not to make investments with alternative asset managers, including sponsors of real estate investment programs and private real estate investment funds, and may choose to invest in asset classes and fund strategies that we do not offer. Poor performance of our funds could also make it more difficult for us to raise new capital. Existing and potential investors in our funds continually assess the performance of our funds independently and relative to market benchmarks and our competitors, and our ability to raise capital for existing and future funds depends on our performance. If economic and market conditions deteriorate, we may be unable to raise sufficient amounts of capital to support the investment activities of our current and planned funds. In addition, one of our key growth strategies is through the development of new funds. If we are unable to successfully raise capital for our existing, or if our current funds do not meet performance expectations, it could have a negative impact on the likelihood that we will be able to successfully form and capitalize new funds, which in turn would reduce our earning potential as manager of those funds, and could negatively affect our growth prospects as a Company.

In addition, investors are typically permitted to withdraw their investments from our funds through various redemption plans. In difficult market conditions, the pace of investor redemptions or withdrawals from our funds could accelerate if investors move their funds to investments they perceive as offering greater opportunity or lower risk. Although investments in our funds may generally be redeemed only at a discount to the original investment amount and redemptions are subject to other restrictions, redemptions could have the effect of decreasing the capital available for investments in our funds and reduce our revenues and cash flows.

Poor performance of our funds would cause a decline in our revenues and results of operations and could adversely affect our ability to raise capital for future funds. A significant portion of the Company’s revenues are expected to come in the form of various management fees for managing the funds that it creates to invest in real estate assets. The Company intends these funds to invest in real estate, which is inherently risky. In the case of each investment, the Company’s funds will be subject to the general risks of real property ownership, including, adverse local market conditions, financial conditions of tenants and buyers and sellers of properties, changes in availability of debt financing, real estate tax rates and other operating expenses, environmental laws and other governmental rules and fiscal policies, changes in the relative popularity of properties, dependence on cash flow, uninsurable losses and other factors which are beyond the control of the Company as the manager of these funds. In addition, the real estate industry as a whole is affected from time to time by economic and other conditions beyond its control which might have an adverse effect upon the funds of the Company, including acts of God, natural disasters, war, international hostilities, terrorism, national and international economic conditions, interest rate levels, and energy prices.

The Company may be unable to find a sufficient number of attractive opportunities for its funds, or may encounter substantial competition in seeking suitable investments for its funds. Investors in our Company will have no opportunity to evaluate or to approve the investments of our funds. As a result, our funds may choose investments with which you may not agree and would not support if you were evaluating the investment directly. Poor performance of investments made by our funds could adversely affect the total returns in those funds, which would reduce the amount of revenues we receive from our management of those funds, and could ultimately harm our operating results.

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The Company is dependent on key individuals. The success of the Company will depend upon the ability of the Board of Directors and the Company’s executive officers to operate the Company in a manner such that the Company achieves its objectives. There can be no assurance that these individuals will otherwise continue to be able to carry on their current duties throughout the Company’s term. The loss of the services of any of the individuals that comprise the Board of Directors, or key executives, officers and/or other personnel of the Company could have a material adverse effect on the Company’s operations and performance. There can be no assurance that our Board of Directors or executive officers would be able to attract and hire suitable replacements in the event of any such loss of services.

The Company is controlled by its Board of Directors and Executive Officers. Decisions with respect to the management of the Company are made by the Board of Directors and executive officers. Holders of our Non-Voting Common Stock will have no opportunity to control the day-to-day operations, including investment and disposition decisions, of the Company. For the foregoing reasons, you should not invest in the Company unless you are willing to entrust all aspects of the management of the Company to the Board of Directors and executive officers of the Company.

Our business model depends to a significant extent upon strong relationships with key persons and companies in the real estate market for sources of investment opportunities. The inability of our executive officers to maintain or develop these relationships, or the failure of these relationships to generate investment opportunities, could adversely affect our business. We expect that our executive officers will maintain and develop our relationships with key persons and companies in the real estate market, and our funds will rely to a significant extent upon these relationships to provide them with potential investment opportunities. Certain key persons and companies in the real estate market regularly provide us with access to their transactions. If our executive officers fail to maintain their existing relationships or develop new relationships with key persons and companies in the real estate market for sources of investment opportunities, we will not be able to grow the investment portfolios of our funds. In addition, individuals with whom our executive officers have relationships are not obligated to provide us with investment opportunities, and, therefore, there is no assurance that such relationships will generate investment opportunities for our funds.

Operational risks may disrupt our business, result in losses or limit our growth. We are heavily dependent on the capacity and reliability of the technology systems supporting our operations, whether owned and operated by us or by third parties. Operational risks such as interruption of our financial, accounting, compliance and other data processing systems, whether caused by fire, other natural disaster, power or telecommunications failure, cyber-attacks or other cyber incidents, act of terrorism or war or otherwise, could result in a disruption of our business (especially our Platform), liability to investors, regulatory intervention or reputational damage. If any of these systems do not operate properly or are disabled for any reason or if there is any unauthorized disclosure of data, whether as a result of tampering, a breach of our network security systems, a cyber-incident or attack or otherwise, we could suffer financial loss, a disruption of our businesses, liability to our funds, regulatory intervention or reputational damage. Insurance and other safeguards might be unavailable or might only partially reimburse us for our losses. Although we have back-up systems in place, our back-up procedures and capabilities in the event of a failure or interruption may not be adequate.

The inability of our systems to accommodate an increasing volume of transactions also could constrain our ability to expand our businesses. Additionally, any upgrades or expansions to our operations or technology may require significant expenditures and may increase the probability that we will suffer system degradations and failures.

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The Company has outstanding debt in the form of promissory notes. The Company has previously made issuances of promissory notes to its executive officers that remain outstanding – approximately $724,500 in total as of the date of this Offering Circular, which must be repaid by 2027. If the Company chooses to repay these notes, it may have a negative impact on the Company’s ability to grow its operations as quickly as it desires. Additionally, while the Company’s executive officers do not intend to declare an event of default under the notes, investors should be aware that if the Company does not pay these notes when due, the amounts due under the notes could become immediately due and payable if the executive office.

Risks Related to Compliance and Regulation

The Company’s wholly-owned subsidiary, CalTier Advisors, LLC, recently became a registered internet investment advisor with the SEC, which has strict compliance requirements. Failure to comply with these requirements could subject CalTier Advisors or the Company to liability. As an SEC-registered internet investment adviser, CalTier Advisors, LLC (“CalTier Advisors”) must comply with the rules and regulations applicable to SEC registered internet investment advisers. CalTier Advisors only recently became registered with the SEC in this capacity, and therefore does not have a significant amount of experience as an SEC-registered investment adviser. If CalTier Advisors fails to comply with these requirements, it could be subject to liability, including, but not limited to, fines, injunctions, or other regulatory enforcement actions. Additionally, CalTier Advisors is a wholly-owned subsidiary of the Company, and the people behind CalTier Advisors are the same as the management of CalTier, Inc. As such, the Company and/or its management could also face liability for the compliance failures of CalTier Advisors, which could harm the Company’s financial position, reputation, and ability to conduct its business as intended. Further, to the extent any of the Company’s (or its subsidiaries’) historical activities prior to CalTier Advisors obtaining this registration are considered activities reserved solely for registered investment advisors, the Company could be subject to a variety of penalties, including fines and sanctions, for those prior activities.

As we grow our business, we may not be able to manage our growth successfully. If we are able to increase the scope of our business, our customer base, the volume of our transactions and grow our business, we will face business risks commonly associated with rapidly growing companies, including the risk that existing management, information systems and financial and internal controls may be inadequate to support our growth. We cannot predict whether we will be able to respond on a timely basis, or at all, to the changing demands that our growth may impose on our existing management and infrastructure.

This risk is illustrated by the fact that we have been unable to produce audited financial statements on a timely basis, and were late in filing the Form C-ARs for both the 2021 and 2022 fiscal years that we were required to file related to our previous Regulation Crowdfunding offering. To address this material weakness, management has devoted, and plans to continue to devote, significant effort and resources to the remediation and improvement of the Company’s internal control over financial reporting. If we continue to have issues and/or fail to adapt our management, information systems and financial and internal controls to our growth, or if we encounter other unexpected difficulties, our business, financial condition and operating results will suffer.

The Company operates in a regulatory environment that is evolving and uncertain. The regulatory framework for online capital formation is relatively new. Further, there are constant discussions among legislators and regulators with respect to changing the regulatory environment. New laws and regulations could be adopted in the United States and abroad, and existing laws and regulations may be interpreted in ways that would impact our operations, including how we communicate and work with investors that use our Platform’s services. For instance, in recent years, there have been several attempts to modify the current regulatory regime surrounding online capital formation. Some of those suggested reforms could increase our regulatory burden, including, but not limited to, requiring us to register as a broker-dealer, an investment adviser, or an investment company before we choose to do so. Any such changes would have a negative impact on our business.

Risks Related to our Securities

Holders of our Non-Voting Common Stock will not have any voting rights in our Company, and therefore will have no ability to influence decisions regarding our business. Our Certificate of Incorporation provides holders of Non-Voting Common Stock do not have any voting rights in the Company. As such, investors in our Non-Voting Common Stock should be aware that they will have no ability to influence decisions regarding our business.

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There is a risk that you may not receive dividends at all, or that dividends may not grow over time. The Company intends to declare payments of dividends periodically as revenues permit. The Company has not established a minimum dividend payment level and the amount of any dividends paid will vary over time. The Company’s ability to pay dividends may be adversely affected by a number of factors, including the risk factors described in this Offering Circular. All dividends will be declared at the discretion of the Board of Directors and will depend on earnings, financial conditions, and other factors that the Board of Directors may deem to be relevant from time to time. Among the factors that could adversely affect our results of operations and impair our ability to pay dividends are:

● the profitability of the investment of the net proceeds from our offerings, if any;

● the ability to make profitable reinvestments;

● interest charges or other expenses that reduce our cash flow;

● defaults in our asset portfolio or other decreases in the aggregate NAV of our portfolio; and

● the fact that anticipated operating expense levels may not be accurate and actual expense results are higher than estimates.

A change in any one of these factors could affect our ability to declare dividends. The Company cannot assure you that it will achieve investment results that will allow the Company to make a specified level of dividend payments or year-to-year increase in valuation.

The Company may not be able to declare dividends in the future or the Board of Directors may change the dividend policy in the future. In addition, some of the dividends may include a return of capital. To the extent that the Company decides to pay dividends in excess of the Company’s current and accumulated tax earnings and profits, such dividends would generally be considered a return of capital for U.S. federal income tax purposes. A return of capital reduces the basis of an investor’s investment in our Non-Voting Common Stock to the extent of such basis and is treated as capital gain thereafter.

No guarantee of return on investment. There is no assurance that if you purchase our Non-Voting Common Stock that will realize a return on your investment, or that you will not lose your entire investment.

Any valuation of our Company at this stage is difficult to assess. Unlike listed companies that are valued publicly through market-driven stock prices, the valuation of private companies, especially startups, is difficult to assess. As a result, if you invest in this offering, you risk overpaying for your investment.

We may apply the proceeds of this offering to uses that differ from what is currently contemplated and with which you may disagree. We will have broad discretion as to how to spend the proceeds from this offering and may spend these proceeds in ways in which you may not agree. We currently intend to use the proceeds of this offering as set forth in the “Use of Proceeds” section of this Offering Circular – however, we have discretion to use proceeds from this offering for other purposes not listed in this Offering Circular. Investors should be aware that they are reliant on the judgement of the Company’s officers and directors as to how the proceeds from this offering, if any, are utilized.

There is no current market for the Company’s Non-Voting Common Stock. There is no formal marketplace for the resale of the Company’s Non-Voting Common Stock. Our shares of Non-Voting Common Stock are illiquid and there will not be an official current price for them, as there would be if the Company were a publicly-traded company with a listing on a stock exchange. Investors should assume that they may not be able to liquidate their investment for some time.

There is no minimum amount set as a condition to closing this offering. Because this is a “best efforts” offering with no minimum, we will have access to any funds tendered. This might mean that any investment made could be the only investment in this offering, leaving the Company without adequate capital to pursue its business plan or even to cover the expenses of this offering.

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This Offering involves “rolling closings,” which may mean that earlier investors may not have the benefit of information that later investors have. We may conduct closings on funds tendered in this offering at any time. At that point, investors whose subscription agreements have been accepted will become our stockholders. We may file supplements to our Offering Circular reflecting material changes and investors whose subscriptions have not yet been accepted will have the benefit of that additional information. These investors may withdraw their subscriptions and get their money back. Investors whose subscriptions have already been accepted, however, will already be our stockholders and will have no such right.

We may issue equity and/or debt securities in the future that may have preferential rights to those offered to investors in this offering. In order to expand, the Company will likely be required to raise funds again in the future, either by offerings of securities or through borrowing from banks or other sources. The terms of future capital raising, such as loan agreements, may include covenants that give creditors greater rights over the financial resources of the Company, or provide investors with voting rights, or other preferential rights over investors in our Non-Voting Common Stock.

Other investors in our Company have additional rights and are entitled to receive additional benefits than those being offered to holders of our Non-Voting Common Stock. Holders of the Company’s Voting Common Stock have certain rights that are not available to holders of our Non-Voting Common Stock. For example, our Voting Common Stock has voting rights in the Company. See “Securities Being Offered” for further details.

The subscription agreement for this offering and our Bylaws have forum selection provisions that requires disputes be resolved in the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have subject matter jurisdiction, the federal district court for the State of Delaware) regardless of convenience or cost to you, the investor. In order to invest in this offering, investors agree to resolve disputes arising under the subscription agreement, to the fullest extent permitted by the law, in the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have subject matter jurisdiction, the federal district court for the State of Delaware), for the purpose of any suit, action or other proceeding arising out of or based upon the subscription agreement. Additionally, our Bylaws require, to the fullest extent permitted by the law, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have subject matter jurisdiction, the federal district court for the State of Delaware) to be the sole and exclusive forum for actions brought against the Company generally. These forum selection provisions may limit your ability to obtain a favorable judicial forum for disputes with us. Although we believe the provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies and in limiting our litigation costs, to the extent it is enforceable, the forum selection provision may limit investors’ ability to bring claims in judicial forums that they find favorable to such disputes, may increase investors’ costs of bringing suit and may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the provision inapplicable to, or unenforceable in an action, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations. You will not be deemed to have waived the Company’s compliance with the federal securities laws and the rules and regulations thereunder.

Investors in this offering may not be entitled to a jury trial with respect to claims arising under the subscription agreement, which could result in less favorable outcomes to the plaintiff(s) in any action under the agreement. Investors in this offering will be bound by the subscription agreement, which includes a provision under which investors waive the right to a jury trial of any claim they may have against the Company arising out of or relating to the subscription agreement.

If we opposed a jury trial demand based on the waiver, a court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether the visibility of the jury trial waiver provision within the agreement is sufficiently prominent such that a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this is the case with respect to the subscription agreement. You should consult legal counsel regarding the jury waiver provision before entering into the subscription agreement.

If you bring a claim against the Company in connection with matters arising under the subscription agreement, you may not be entitled to a jury trial with respect to those claims, which may have the effect of limiting and discouraging lawsuits against the Company. If a lawsuit is brought against the Company under the agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in such an action.

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Nevertheless, if the jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the agreement with a jury trial. No condition, stipulation or provision of the subscription agreement serves as a waiver by any holder of the Company’s securities or by the Company of compliance with any substantive provision of the federal securities laws and the rules and regulations promulgated under those laws.

The jury trial waiver only applies to claims against the Company arising out of or related to the subscription agreement. As the provisions of the subscription agreement relate to the initial sale of the securities, subsequent transferees will not be bound by the subscription agreement and therefore to the conditions, obligations and restrictions thereunder, including the jury trial waiver.

Investors in this offering will be subject to a 180-day lock-up in the event the Company undertakes a firm commitment underwritten public offering. Under the Company’s Bylaws, no stockholder of the Company may transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any common stock or other securities of the Company held by the stockholder during the 180-day period following the effective date of the Company’s first firm commitment underwritten public offering of its common stock, whenever that may occur.

We are offering Bonus Shares to certain investors in this offering, which effectively gives them a discount on their investment. As described in “Plan of Distribution and Selling Securityholders”, investors in this offering who invest $1,000 or more are eligible to receive between 5% to 8% additional shares of Non-Voting Common Stock for their shares purchased depending on their investment amount (“Bonus Shares”), which effectively gives them a discount on the price paid per share. As such, the value of shares of investors in this offering who do not receive any Bonus Shares, and therefore pay the full price for all shares of Non-Voting Common Stock they receive in this offering, will be immediately diluted by investments made by investors entitled to receive the Bonus Shares, who will effectively pay less per share.

DILUTION

Dilution means a reduction in value, control or earnings of the shares the investor owns.

Immediate dilution

An early-stage company typically sells its shares (or grants options over its shares) to its founders and early employees at a very low cash cost, because they are, in effect, putting their “sweat equity” into the company. When the company seeks cash investments from outside investors, like you, the new investors typically pay a much larger sum for their shares than the founders or earlier investors, which means that the cash value of your stake is diluted because all the shares are worth the same amount, and you paid more than earlier investors for your shares.

The following table demonstrates the price that new investors are paying for their shares and the immediate dilution under various total investment scenarios. The dilution is based on the company’s net asset value at December 31, 2022, effected for capital raised between January 1, 2023 and June 30, 2023. We believe this method gives investors a better picture of what they will pay for their investment compared to previous investors and Company insiders than simply listing such transactions for the last 12 months.

	$1,000,000			$2,000,000			$2,999,997				$2,999,997
		Raise			Raise			Raise			Raise(1)
Price per share	$	6.75		$	6.75		$	6.75		$	6.75
Shares issued		148,148			296,296			444,444			480,000
Capital raised	$	1,000,000		$	2,000,000		$	2,999,997		$	2,999,997
Less: Offering costs	$	(60,000	)	$	(120,000	)	$	(180,000	)	$	(180,000	)
Net offering proceeds to Company	$	940,000		$	1,880,000		$	2,819,997		$	2,819,997
Net tangible book value pre-financing (2)	$	(113,411	)	$	(113,411	)	$	(113,411	)	$	(113,411	)
Share issued and outstanding pre-financing(3)		8,937,439			8,937,439			8,937,439			8,937,439
Shares issued in financing from Company		148,148			296,296			444,444			480,000
Post financing shares issued and outstanding		9,085,587			9,233,735			9,381,883			9,417,439
Net tangible book value per share prior to offering	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.01	)
Increase/(decrease) per share attributable to new investors	$	0.10		$	0.20		$	0.30		$	0.30
Net tangible book value per share after offering	$	0.09		$	0.19		$	0.29		$	0.29
Dilution per share to new investors	$	6.66		$	6.56		$	6.46		$	6.46
(1) Assumes all new investors receive 8% Bonus Shares, which is the maximum amount of Bonus Shares that eligible investors in this offering may receive.
(2) Net tangible book value is calculated as follows.
Total stockholders' equity at December 31, 2022										$	(213,411	)
Less: intangible assets										$	-
Plus: capital raised from January 1, 2023 through June 30, 2023										$	100,000
Equals net tangible book value pre-financing										$	(113,411	)
(3) Shares issued and outstanding pre-financing is calculated as follows.
Voting Common Stock outstanding at June 30, 2023											7,179,500
Non- voting common stock outstanding at June 30, 2023											1,757,939
											8,937,439

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Future dilution

Another important way of looking at dilution is the dilution that happens due to future actions by the company. The investor’s stake in a company could be diluted due to the company issuing additional shares. In other words, when the company issues more shares, the percentage of the company that you own will go down, even though the value of the company may go up. You will own a smaller piece of a larger company. This increase in number of shares outstanding could result from a stock offering (such as an initial public offering, another crowdfunding round, a venture capital round, angel investment), employees exercising stock options, or by conversion of certain instruments (e.g. convertible bonds, preferred shares or warrants) into stock.

If the company decides to issue more shares, an investor could experience value dilution, with each share being worth less than before, and control dilution, with the total percentage an investor owns being less than before. There may also be earnings dilution, with a reduction in the amount earned per share (though this typically occurs only if the company offers dividends, and most early stage companies are unlikely to offer dividends, preferring to invest any earnings into the company).

The type of dilution that hurts early-stage investors most occurs when the company sells more shares in a “down round,” meaning at a lower valuation than in earlier offerings. An example of how this might occur is as follows (numbers are for illustrative purposes only):

● In June 2022 Jane invests $20,000 for shares that represent 2% of a company valued at $1 million.

● In December the company is doing very well and sells $5 million in shares to venture capitalists on a valuation (before the new investment) of $10 million. Jane now owns only 1.3% of the company but her stake is worth $200,000.

● In June 2023 the company has run into serious problems and in order to stay afloat it raises $1 million at a valuation of only $2 million (the “down round”). Jane now owns only 0.89% of the company and her stake is worth only $26,660.

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This type of dilution might also happen upon conversion of convertible notes into shares. Typically, the terms of convertible notes issued by early-stage companies provide that in the event of another round of financing, the holders of the convertible notes get to convert their notes into equity at a “discount” to the price paid by the new investors, i.e., they get more shares than the new investors would for the same price. Additionally, convertible notes may have a “price cap” on the conversion price, which effectively acts as a share price ceiling. Either way, the holders of the convertible notes get more shares for their money than new investors. In the event that the financing is a “down round” the holders of the convertible notes will dilute existing equity holders, and even more than the new investors do, because they get more shares for their money. Investors should pay careful attention to the amount of convertible notes that the company has issued (and may issue in the future, and the terms of those notes.

If you are making an investment expecting to own a certain percentage of the company or expecting each share to hold a certain amount of value, it’s important to realize how the value of those shares can decrease by actions taken by the company. Dilution can make drastic changes to the value of each share, ownership percentage, voting control, and earnings per share.

PLAN OF DISTRIBUTION AND SELLING SECURITYHOLDERS

We are offering up to 444,444 shares of our Non-Voting Common Stock in this offering at $6.75 per share for up to $2,999,997 in proceeds, and up to 35,556 shares of Non-Voting Common Stock eligible to be issued as Bonus Shares

We will use our website www.CalTierInc.com/RegA as our offering page, where investors can invest in our offering. We will also use blogs and other social media to provide notification of the offering. Persons who desire information will be directed www.CalTierInc.com/RegA.

The minimum investment is $189.00, or 28 shares.

We intend to market the shares of Non-Voting Common Stock in this offering both through online and offline means. Online marketing may take the form of contacting potential investors through electronic media and posting our Offering Circular on our website (www.CalTierInc.com/RegA) or third-party websites.

This offering will terminate at the earlier of the date at which the maximum offering amount has been sold or the date at which the offering is earlier terminated by the Company at its sole discretion. At least every 12 months after this offering has been qualified by the Commission, the Company will file a post-qualification amendment to include the Company’s recent financial statements. The offering covers an amount of securities that we reasonably expect to offer and sell within two years, although the offering statement of which this Offering Circular forms a part may be used for up to three years and 180 days under certain conditions. We may undertake one or more closings on a rolling basis. After each closing, funds tendered by investors will be available to us. To the extent there are irrevocable funds in escrow, we expect to hold closings as soon as practical and no later than 14 days after confirmation that an investor’s funds are irrevocable.

Our Offering Circular will be furnished to prospective investors in this offering via download 24 hours a day, 7 days a week on www.CalTierInc.com/RegA.

The Company is offering its securities in all U.S. states.

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No Selling Stockholders

No securities are being sold for the account of stockholders of our Company; all net proceeds of this offering will go to the Company.

The Broker-Dealer

The Company has engaged Castle Placement, LLC (“Castle”), a FINRA/SIPC member firm, as the broker-dealer of record in order to provide certain compliance and administrative services.

The Company has engaged Castle to perform the following administrative and compliance related functions in connection with shares sold this offering, but not for underwriting or placement agent services:

· Review investor information, including KYC (Know Your Customer) data, perform AML (Anti-Money Laundering) and other compliance background checks, and provide a recommendation to the Company whether or not to accept investor as a customer of the Company;

· Review each investor’s subscription agreement to confirm such investors participation in the offering, and provide a determination to Company whether or not to accept the use of the subscription agreement for the investors’ participation;

· Contact and/or notify the Company, if needed, to gather additional information or clarification on an investor;

· Not provide any investment advice nor any investment recommendations to any investor;

· Keep investor details and data confidential and not disclose to any third-party except as required by regulators or in its performance pursuant to the terms of the agreement (e.g. as needed for AML and background checks);

· Coordinate with third party providers to ensure adequate review and compliance;

· Completing appropriate due diligence on Company and its principals;

· Identifying prospective investors and providing a teaser and/or investor presentation to those investors;

· Conducting a mock investor call with Company and sharing insights and suggestions with Company regarding positioning and marketing the opportunity to Investors in calls and meetings;

· Assisting Company in connection with investors throughout the entire process through each closing;

· Reviewing and helping to prepare written material and forecasts prepared by Company such as the investor presentation, financial model, and final definitive documents;

· Working with the Company to provide information, answer questions, and follow-up with investors;

· Including this offering on castleplacement.com and CPGO (Castle’s proprietary app) for prospective investors to review;

· Providing Company with detailed information on CPGO regarding the status of each investor currently interested in the offering, and allowing Company to communicate with investors directly through CPGO; and

· Assisting in arranging and closing the offering.

While investment in this offering will be facilitated through the Company’s landing page www.CalTierInc.com/RegA, Castle may also provide information regarding this offering on its own website, castleplacement.com, which will direct investors to the Company’s website, should they choose to make an investment.

As compensation for the services listed above, the Company has agreed to pay Castle a commission equal to 1.5% of the amount raised from investors in the offering to support the offering on all newly invested funds after the issuance of a No Objection Letter by FINRA. In addition, the Company will pay Castle to cover reasonable out-of-pocket accountable expenses actually anticipated to be incurred by Castle, such as, among other things, preparing the FINRA filing and due diligence expenses, working with the Company’s SEC counsel in providing information to the extent necessary, and any other services necessary and required prior to the issuance of the No Objection Letter. However, Castle will not incur any expenses above $500 without the prior written consent of the Company.

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Assuming that all of the 444,444 shares of Non-Voting Common Stock are sold to investors, the Company estimates that the total amount payable to pay Castle would be $74,999.96 for a fully-subscribed offering ($44,999.96 in commissions and up to $30,000 to cover expenses). The Company notes that, in the event the Company does not pay amounts owed to Castle as required pursuant to its engagement agreement with Castle, amounts owed to Castle will incur a penalty in the form of an 18% annual interest rate on the unpaid amount owed to Castle, computed on a daily basis, until such amounts are repaid to Castle (up to a maximum penalty of $300,000). As such, if the Company incurs a penalty under the engagement agreement, the Company estimates the maximum amount payable to Castle under the engagement agreement in connection with this offering would be $374,999.96 ($44,999.96 in commissions, $30,000 to cover expenses, and $300,000 in penalties). A copy of the Company’s engagement agreement with Castle and the addendums thereto are included as Exhibit 1.1 to the Offering Statement of which this offering circular forms a part.

The Transfer Agent

We have engaged Vertalo, Inc., as our registered transfer agent. This compensation consists of $1,000 per month.

Investors’ Tender of Funds and Return of Funds

After an investor executes a subscription agreement, upon a written request for such rescission, those funds will be revocable until the thirty days after the signing of the related subscription agreement (the “Closing Criteria”). Under the agreement between the Company and the escrow agent, and except as stated above, subscribers have no right to a return of their funds during the one year following qualification by the Securities and Exchange Commission. For the avoidance of doubt, if the Closing Criteria have been reached for your investment, and the Company has yet to hold a Closing on your funds, you will not be entitled to request the return of your funds; however, in the event of a liquidation or dissolution of the Company should occur before the Company has held a Closing (as defined below) covering your funds, you will be refunded your investment without interest or deduction. In the event that the offering is terminated (including due to liquidation and dissolution of the Company), investor funds held in escrow will promptly be refunded to each investor in accordance with Rule 10b-9 under the Securities Exchange Act of 1934. If a subscription is rejected or if a recession is requested, all funds will be returned to subscribers within thirty days of such rejection without deduction or interest. Upon acceptance by us of a subscription, a confirmation of such acceptance will be sent to the subscriber.  The escrow agent has not investigated the desirability or advisability of investment in the shares nor approved, endorsed or passed upon the merits of purchasing the securities. The Company has engaged North Capital as the escrow agent for the offering.

After the Offering Statement has been qualified by the Securities and Exchange Commission, we may accept the tender of funds for whole or fractional shares. The funds tendered by potential investors will be held by the Escrow Agent, and will be transferred to the Company upon Closing or returned to the investors as discussed above. Each time the Company accepts funds (either transferred from the Escrow Agent or directly from the investors) from investors that have met the Closing Criteria is defined as a “Closing”, and each date for which a Closing is declared is a “Closing Date”. Each Closing is only expected to last one day. The Company will accept subscriptions from investors that have met the Closing Criteria on the Closing Date. However, investors that have met the Closing Criteria after the Closing Date will not be included in that Closing, and will be part of the next available Closing, which the Company expects to be as soon as practical but no later than 14 days after an investor has met the Closing Criteria. We may close on investments on a “rolling” basis (so not all investors will receive their shares on the same date). Once the Closing Criteria has been met, investors will receive a notification regarding that their investment will be included in the next available Closing. Upon a Closing, investors will receive a notification regarding their shares and funds tendered by investors will be made available to the Company. The escrow agreement can be found in Exhibit 8.1 to the Offering Statement of which this Offering Circular is a part.

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Process of Subscribing

You will be required to complete a subscription agreement in order to invest. The subscription agreement includes a representation by the investor to the effect that, if you are not an “accredited investor” as defined under securities law, you are investing an amount that does not exceed the greater of 10% of your annual income or 10% of your net worth (excluding your principal residence).

If you decide to subscribe for the shares in this offering, you should complete the following steps:

Go to www.CaltierInc.com/RegA, click on the “Start Here” button;

· Log in or Create a CalTier Account

· Complete all required information for CalTier Advisors LLC (Internet RIA), KYC and AML

· Click the “Invest Now” button and follow prompts for investment amount, investment method and additional account information including net worth and income self-reporting

· Review and electronically sign the subscription agreement

· Deliver funds directly by wire, Self-Directed IRA options, Trust options or electronic funds transfer via ACH to the specified account

· Once funds are received by escrow partner (North Capital), automated KYC/AML/bad actor checks will be performed to verify the identity and status of the investor

· Once KYC/AML/other information as needed is verified and funds have cleared, funds may be released to the Company.

Any potential investor will have ample time to review the Subscription Agreement, along with their counsel, prior to making and completing any final investment decision.

Advertising, Sales and other Promotional Materials

In addition to this Offering Circular, subject to limitations imposed by applicable securities laws, we expect to use additional advertising, sales and other promotional materials in connection with this offering. These materials may include information relating to this offering, the past performance of the Company and its affiliates, property brochures, articles and publications concerning real estate, or public advertisements and audio-visual materials, in each case only as authorized by us. In addition, the sales material may contain certain quotes from various publications without obtaining the consent of the author or the publication for use of the quoted material in the sales material. Although these materials will not contain information in conflict with the information provided by this Offering Circular and will be prepared with a view to presenting a balanced discussion of risk and reward with respect to our shares, these materials will not give a complete understanding of this offering, us or our shares and are not to be considered part of this Offering Circular. This offering is made only by means of this Offering Circular and prospective investors must read and rely on the information provided in this Offering Circular in connection with their decision to invest in our shares.

Bonus Shares

Investors who invest certain amounts in this offering will receive an additional amount of shares of Nonvoting Common Stock as Bonus Shares, as set forth in the table below.

Investment Amount ($)	Bonus Shares
$1,000 - $2,499		5.00	%
$2,500 - $4,999		6.00	%
$5,000 - $9,999		7.00	%
$10,000+		8.00	%

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The number of Bonus Shares that the investor will receive will be calculated as a percentage of the number of shares purchased. For example, if you purchase 200 shares of Non-Voting Common Stock, you will receive an additional 10 shares as Bonus Shares, for a total of 210 shares of Non-Voting Common Stock.

The Company will not issue fractional shares. In the event investors would receive a fractional share, the Company will round up to provide the investor with a whole share.

TAX CONSEQUENCES FOR RECIPIENT (INCLUDING FEDERAL, STATE, LOCAL AND FOREIGN INCOME TAX CONSEQUENCES) WITH RESPECT TO THE INVESTMENT PURCHASE PACKAGES ARE THE SOLE RESPONSIBILITY OF THE INVESTOR. INVESTORS MUST CONSULT WITH THEIR OWN PERSONAL ACCOUNTANT(S) AND/OR TAX ADVISOR(S) REGARDING THESE MATTERS.

Forum Selection Provision

The subscription agreement that investors will execute in connection with the offering includes a forum selection provision that requires, to the fullest extent permitted by the law, any claims against the Company based on the subscription agreement to be brought in the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have subject matter jurisdiction, the federal district court for the State of Delaware), for the purpose of any suit, action or other proceeding arising out of or based upon the agreement. Additionally, our Bylaws also require the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have subject matter jurisdiction, the federal district court for the State of Delaware), to the fullest extent permitted by law, be the sole and exclusive forum for actions brought against the Company generally. Although we believe these provisions benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies and in limiting our litigation costs, to the extent it is enforceable, the forum selection provision may limit investors’ ability to bring claims in judicial forums that they find favorable to such disputes and may discourage lawsuits with respect to such claims. The Company has adopted the provision to limit the time and expense incurred by its management to challenge any such claims. As a company with a small management team, this provision allows its officers to not lose a significant amount of time travelling to any particular forum so they may continue to focus on operations of the Company. Investors will not be deemed to have waived the Company’s compliance with the federal securities laws and the rules and regulations thereunder.

Jury Trial Waiver

The subscription agreement that investors will execute in connection with the offering provides that subscribers waive the right to a jury trial of any claim they may have against us arising out of or relating to the agreement. If we opposed a jury trial demand based on the waiver, a court would determine whether the waiver was enforceable given the facts and circumstances of that case in accordance with applicable case law. In addition, by agreeing to the provision, subscribers will not be deemed to have waived the Company’s compliance with the federal securities laws and the rules and regulations promulgated thereunder.

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USE OF PROCEEDS TO ISSUER

The Company estimates that if it sells the maximum amount of $2,999,997 from the sale of 444,444 shares of Non-Voting Common Stock, the net proceeds to the issuer in this offering will be approximately $2,819,997, after deducting the estimated total offering fees and expenses of approximately $180,000, comprised of an estimated $135,000 of marketing, legal, accounting, and other professional fees and expenses to be incurred in connection with this offering, plus commissions and fees payable to Castle Placement LLC of approximately $45,000.

The following table breaks down our estimated uses of the proceeds from this offering under various funding scenarios as follows:

	25% of the Maximum Offering Amount		50% of the Maximum Offering Amount		75% of the Maximum Offering Amount		Maximum Offering Amount
Gross Proceeds to the Company	$	749,999	$	1,499,999	$	2,249,998	$	2,999,997
Estimated offering Fees and Expenses	$	33,750	$	67,500	$	101,250	$	135,000
Commissions and Fees to Broker Dealer (Castle Placement)	$	11,250	$	22,500	$	33,750	$	45,000
Net Proceeds	$	704,999	$	1,409,999	$	2,114,998	$	2,819,997
CalTier Platform and Technology	$	50,000	$	100,000	$	200,000	$	250,000
Operational/General and Administrative	$	350,000	$	600,000	$	900,000	$	1,200,000
Company Marketing and Advertising	$	304,999	$	709,999	$	1,014,998	$	1,369,997

Because the offering is a “best efforts” offering, we may close the offering without sufficient funds for all the intended purposes set out above.

The Company reserves the right to change the use of proceeds at management’s discretion.

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THE COMPANY’S BUSINESS

Overview

CalTier, Inc. is a fintech company seeking to change the way people around the world invest into real estate and other alternative asset classes. CalTier is currently focused on bringing institutional-grade real estate investments to the everyday investor and removing the complicated barriers that currently exist. CalTier was initially formed in 2017 as a Limited Liability Corporation under the laws of the State of California and was subsequently converted into a C Corporation in 2022 under the laws of the State of Delaware.

We believe in making real estate investments easy for everyone - whether you are a seasoned investor or just getting started. CalTier intends to change the way people around the world invest into alternative assets such as real estate. We created a platform (the “Platform”) that enables everyday investors from around the world to benefit from investing in real estate and other alternative assets.

CalTier’s goal is to create and manage funds that invest in real estate. CalTier manages a real estate portfolio fund, which is making investments in real estate and is currently available for investment. CalTier also intends to launch additional funds over the next 12 months.

CalTier believes everyone should be able to invest into real estate regardless of wealth level, experience, knowledge or location, and it is our goal through our Platform to make such investments available to anyone with a desire to invest in these assets.

Our Business

Fund Creation & Management

CalTier focuses primarily on the creation, management and growth of real estate funds that acquire real estate. Typically, these funds acquire ownership of multi-family workforce housing. These assets are often off-market and have historically not been made available to the general public.

CalTier has extensive relationships within the real estate industry and selects properties on behalf of its funds discovered through real estate brokers, pre-existing professional relationships, independent property owners and public/city properties and/or owned land.

In November 2019, CalTier launched its first Regulation A fund, CalTier Fund I LLC (“Fund I”), a multi-family Regulation A+ Tier II portfolio fund. In 2020, CalTier successfully raised its first Regulation A+ Tier II minimum offering amount, enabling the public to invest equity for as little as $500 into Fund I’s real estate ventures. CalTier is entitled to earn fees for providing management services to Fund I, including an acquisition fee of up to 2.5% of the value per property that Fund I acquires, 3% of the net asset value (NAV) of Fund I at the end of each quarter, as well as construction management fees, property management fees, marketing fees, and disposition fees at the sale of a property (as applicable). As of this Offering Circular, Fund I has raised approximately $5 million from investors in its Regulation A offerings, and has made investments in over 18 properties to date. CalTier intends to implement similar fee structures for the other funds that it intends to establish in the future – including funds aimed at investing capital into equity, debt and government issued programs to complement Fund I.

CalTier derives all of its revenues from management fees and other compensation earned in connection with the management of its real estate funds, as well as the management of the assets held by its funds. CalTier earns:

● Asset Management Fees at annualized rate ranging between 2.0% and 3.0% of the net asset value (“NAV”) of the managed fund.

● Asset Acquisition Fees when a managed fund makes a real estate investment, equal to 1.0% 2.5% of the purchase price of the investment.

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● Construction Management Fees if CalTier manages the construction or renovation of an investment property of one of its managed funds, equal to 5.0% to 7.5% of the cost of such construction.

● Disposition Fees upon the sale of an investment by one of CalTier’s managed funds of 0.5% or 1.0% of the investment’s sale price.

● Property Management Fees for management of its managed funds’ investment properties equal to 2.5%-4.0% of gross collected rents from a property.

● Marketing Fees for providing and managing marketing campaigns for its managed funds. Such fees are determined on a case-by-case basis with its managed funds depending on the services provided by CalTier in this regard.

● Carried Interest. Managed funds pay CalTier a percentage of any remaining proceeds as carried interest.

Investment Platform

As described above, CalTier created the Platform that enables everyday investors from around the world to benefit from investing in real estate and other alternative assets. CalTier has over 30,000 users on its Platform as of the date of this Offering Circular and is currently hosting Fund I’s Regulation A+ Tier 2 offering on the Platform, in which Fund I is seeking to raise up to $75 million. As of the date of this Offering Circular, CalTier does not charge any fees for hosting offerings on the Platform, and does not otherwise generate any revenues directly from operating the Platform.

Our Development

CalTier has been developed by a driven executive team with experience in real estate, foreign direct investment (FDI), software and technology, investment visas, law, and finance. CalTier has also compiled an advisory council that consists of highly experienced professionals in fund management, real estate, international tax, compliance, capital markets, and technology to better help it navigate its current and planned operations.

To date, CalTier has successfully:

● Raised initial seed rounds of funding;

● Launched Fund I, a real estate portfolio fund where we sell securities under the exemption provided by Regulation A, which has two wholly-owned properties and thirteen properties invested in through joint-venture partnerships as of the date of this Offering Circular;

● Introduced the Platform and commenced building a community of investors and users on its platform (30,000 + as of the date of this Offering Circular);

● Solidified key real estate partnerships which we believe will provide access to $100 million worth of real estate opportunities a year;

● Introduced innovative solutions such as the “No Cost” Self-Directed IRA whereby CalTier covers the costs of a Self-Directed IRA account;

● Raised over $200,000 in our previous Regulation Crowdfunding offerings completed in 2022 and 2023;

● Developed mobile application for iPhone and Android users (an app version of the Platform); and

● Expanded its offerings to international investors.

Market Overview

The US equity market is worth approximately $46 trillion according to data published by Siblis Research in June 2023, and we estimate that the “retail” or “everyday” investor market comprises approximately 23% of this market. According to a 2022 Credit Suisse Global Wealth Report there are 1.8 billion people with a net worth of between $10,000 and $100,000, most of which is grossly underserved according to many reports. At CalTier, we believe these figures indicate a massive opportunity and a great need for providing access to investors traditionally deprived of the kinds of investment opportunities we seek to facilitate.

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In recent years, we have also started to see the democratization of wealth with companies like Robinhood, FundRise, eTrade, Republic, Cadre and others. Through the use of technology, investing has never been easier and more accessible; however, we believe that there are still some investments and investors that remain underserved.

Historically, certain investments, particularly institutional-grade commercial real estate, has been extremely difficult for everyday investors to participate in due to the exclusive nature of the investments, high minimums, long lock-in periods, and lack of accessibility. CalTier aims to break down the traditional barriers for the everyday investor through its Platform, funds, and opportunities for not only U.S. investors but also international investors.

Real Estate

Commercial real estate has historically been reserved for exclusive groups and ultra-high net worth investors. It has played a big role in contributing to the building and preserving the wealth of many throughout the years but has not been easily accessible to everyone. Through its Platform and its Fund I, CalTier aims to open up the door to these traditionally hard to invest into real estate opportunities. Together with its network and real estate partners, CalTier has access to hundreds of millions of dollars’ worth of real estate opportunities a year, which we intend to make available to the everyday investor through the investment funds and other vehicles we establish and make open for investment.

Currently, CalTier is primarily focused on institutional-grade multi-family assets. Based on our understanding of the multi-family real estate market, CalTier believes that existing apartments will continue to do quite well in terms of occupancy and rent growth (i.e., 95%+ occupancy rate and 4% rent growth), which is supported by the U.S. Real Estate Market Outlook 2023 published by Coldwell Banker Richard Ellis (CBRE). CalTier also believes that, as an asset class, multi-family assets in the West, Midwest and Southwest areas of the United States will continue to benefit from appealing risk-adjusted returns. CalTier’s understanding is that even through the volatility of the markets, the fundamental demand for housing, coupled with population growth, make apartments a relatively safe option for investment capital. As such, we intend for the funds we create in the near future to focus on institutional-grade multi-family real estate assets.

Competition

With respect to the funds we create and manage, our ability to produce revenues from the management of those funds will rely on several factors including and not limited to sourcing and acquiring properties to development and the real estate market once we have developed the properties.

Our funds will compete with other organizations that invest in the same types of real estate assets that our funds do, including real estate acquisition funds, REITs (e.g., Fundrise), individuals, corporations, insurance companies, pension funds, partnerships and private funds, for both the properties to development as well as for buyers and tenants once the properties have been developed. Many of these entities have more resources than our funds.

With respect to our operation of the Platform, we face competition from other online investment platforms that offer real estate investments (such as Rise Companies Corp, which owns and operates the Fundrise Platform). Many of our competitors in this space are substantially larger and have considerably greater financial, technical and marketing resources than us.

Regulation

The Company’s wholly-owned subsidiary, CalTier Advisors, LLC, is an internet investment advisor registered with the SEC. CalTier Advisors offers ongoing investment advisory services regarding real estate investments to retail investors primarily through the Platform. CalTier Advisors provides investment advisory services to its clients through the Platform on a non-discretionary basis. This means that its clients make the ultimate decision whether to purchase or sell any investments. Our Company has discretion to manage CalTier Advisors’ retail client’s investment(s) once the client decides to invest in a CalTier pooled investment vehicle. The Company also serves as the manager of the funds that are offered as investment options on the Platform.

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As a result of CalTier Advisors becoming an SEC registered internet investment adviser, it is subject to additional compliance and regulatory requirements, which may lead to increased costs and potential liability for CalTier Advisors (as well as the Company, as the owner of CalTier Advisors).

Employees

CalTier currently has three employees, each of whom serve as executive officers of CalTier. The executive officers of the Company manage day-to-day affairs, oversee the review, selection and recommendation of investment opportunities for its funds. They also service acquired investments of CalTier’s funds and monitor the performance of these investments to ensure that they are consistent with the investment objectives of the funds under CalTier’s management. The Company directly bears the costs of the compensation paid to these individuals.

CalTier intends to hire additional employees in the future to help further its goals, such as technology development personnel for its Platform, as well as marketing and advertising personnel to help further efforts to grow the Platform’s user base.

Litigation

In October 2023, the Company was brought into a “slip and fall” lawsuit related to an incident that occurred adjacent to a property owned by one of Company’s real estate funds. The plaintiff originally sued the city because the accident occurred on city property; however, the city subsequently filed a cross-complaint naming the Company as a co-defendant, alleging that the property owned by the Company’s real estate funds contributed to the occurrence of the accident.

The Company believes that any claims by the plaintiff or city against the Company stemming from this incident are without merit and intends to defend itself vigorously against such claims. While the Company believes it will be successful in defending itself against the plaintiff’s claims, there can be no assurance as to the outcome of this lawsuit.

Other than described above, the Company is not involved in any litigation, and its management is not aware of any pending or threatened legal actions relating to its intellectual property, conduct of its business activities, or otherwise.

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THE COMPANY’S PROPERTY

The Company leases office space at 14269 Danielson St., Poway, CA 92064, which serves as its headquarters (as well as the headquarters of its wholly-owned subsidiary, CalTier Advisers, LLC). Neither the Company nor its subsidiary own or rent any other properties directly. The Company manages a number of real estate funds that have invested in properties throughout the United States – however, those funds are not subsidiaries of the Company.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

Our financial statements can be found at the end of this Offering Circular. The financial statements were audited by PKF San Diego, LLP. The following discussion should be read in conjunction with our audited financial statements and the related notes included in this Offering Circular. We note that the financial statements are in the name of “CalTier Realty, LLC” which is the previous name of the Company. Effective March 23, 2022, the Company converted from a California limited liability company to a Delaware corporation, and changed its name to “CalTier, Inc.” in the process. As such, the financial statements of “CalTier Realty, LLC” are the financial statements of the Company.

The Company has substantially all of its operations conducted through its existing funds and special purpose entities consisting of CalTier Fund I, LP, CalTierSDI, LLC, CalTierAZI, LLC, CalTierTXI, LLC, and CalTierLVI, LLC (the “Operating Partnerships” which are considered related parties) as a general partner or managing member. As of June 30, 2023, the Company owned no real property, accordingly, all of its revenues were derived from its asset management and fund management services, specifically, revenues can come from asset management fees, carried interest allocation, incentive fees, principal investment income and administrative, transaction and other fees.

Results of Operations

For the Six-Month Periods Ended June 30, 2023 and 2022

Revenues: The Company generated $52,977 in revenues during the six months ended June 30, 2023, compared to $22,814 revenues generated during the six months ended June 30, 2022. All of the Company’s revenues were derived from fees earned in connection with management of the Company’s real estate funds. The 76% increase in revenues was primarily the result of Company having greater assets under management during the six months ended June 30, 2023 compared to the prior period. The Company generated the following revenues for the six months ended June 30, 2023 and 2022, respectively: $35,181 and $10,905 in asset management fees, respectively; $8,982 and $0 in asset acquisition fees, respectively; and $8,690 and $6,000 in disposition fees, respectively.

Operating Expenses: The Company incurred total operating expenses of $598,729 during the six months ended June 30, 2023 – a 49% increase compared to operating expenses of $400,831 incurred during the six months ended June 30, 2022. Operating expenses in both periods were primarily comprised of selling and general and administrative expenses, which were $448,001 for the six months ended June 30, 2023 and $321,626 for the six months ended June 30, 2022. This 39% increase selling and general and administrative expenses during the six months ended June 30, 2023 was primarily the result of an increase in the compensation to its staff and contractors as the Company had more assets under management (through management of its funds) during the six months ended June 30, 2023 than during the prior period, and therefore had increased operations which necessitated more work on the part of its workforce. The remainder of the Company’s operating expenses in both periods was comprised of professional and legal fees, which amounted to $150,727 during the six months ended June 30, 2023, compared to $79,205 for the six months ended June 30, 2022. Professional and legal expenses nearly doubled during the six months ended June 30, 2023 compared to the prior period due primarily to the growth of the Company, which led to increased compliance costs. Additionally, we incurred legal expenses in pursuing our subsidiary CalTier Advisor’s SEC internet investment advisor registration during the six months ended June 30, 2023, which we did not incur during the six months ended June 30, 2022.

Loss on Investment: During the six months ended June 30, 2022, an investment of which the Company is the general partner and manager, was deemed to be insolvent and the investment fully impaired. Although the Company was not legal liable for these losses, the Company decided to ensure that the investors initial contributions were returned. In late 2021 and throughout 2022, the Company returned to these investors $101,300 of their contributions and recognized a loss on this investment of $143,750 as of June 30, 2022. No loss was recorded during the six months ended June 30, 2023. The Company has committed to purchasing the remaining investors contributions in the amount of $49,700 as of June 30, 2023, which is included in accounts payable and accrued expenses in the accompanying balance sheets.

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Net Loss: As a result of the foregoing, the Company had a net loss of $546,752 for the six months ended June 30, 2023, a 5% decrease compared to a net loss of $522,017 for the six months ended June 30, 2023.

For the Fiscal Years Ended December 31, 2022 and 2021

Revenues: The Company generated $72,817 in revenues during the twelve months ended December 31, 2022, a $142,742 decrease from revenues of $215,559 for the twelve months ended December 31, 2021. For both years ended December 31, 2022 and 2021, all of the Company’s revenues were derived from fees earned in connection with management of the Company’s real estate funds. This decrease in revenues in 2022 compared to 2021 was primarily the result of the Company selling certain real estate assets held by certain of our funds in 2021, which resulted in proceeds to the Company in the form of carried interest from those funds of approximately $163,000 and there was no equivalent payment in 2022. The decrease in carried interest fee was partially offset by an increase of approximately $13,000 in asset management fees and an increase of approximately $6,000 asset acquisition fees between 2021 and 2022.

Operating Expenses: The Company incurred total operating expenses of $1,570,297 during the twelve months ended December 31, 2022 – a significant increase from operating expenses of $407,062 for the twelve months ended December 31, 2021.

The following were the main drivers in the increase in operating expenses:

● A $548,361 increase in selling, general and administrative expenses due to increase in the usage of staff and contractor work as the Company had more assets under management (through management of its funds).

● A $614,874 increase in professional and legal expenses due to the Company conducting its first Regulation Crowdfunding offering in 2022, for which we incurred increased accounting fees (related to preparing our audited financials) and legal fees, as well as fees related to our ongoing compliance with Regulation Crowdfunding regulations. Additionally, we incurred legal expenses in pursuing our subsidiary CalTier Advisor’s SEC internet investment advisor registration.

Net Loss: As a result of the foregoing, the Company incurred a net loss of $1,670,211 for the twelve months ended December 31, 2022 compared to a net loss of $191,503 for the twelve months ended December 31, 2021.

Liquidity and Capital Resources

As of June 30, 2023, the Company had $14,105 in cash on hand, as well as $230,592 in accounts receivable from related parties, and $460,758 in advances to related parties. To date, the Company has not made any profits.

During the year ended December 31, 2022, the Company conducted a Regulation Crowdfunding offering, in which it raised $206,800 from the sale of 41,360 shares of Non-Voting Common Stock. Additionally, the Company received an additional $825,000 in investments via 506(c) Regulation D offerings of Non-Voting Common Stock during the year ended December 31, 2022. In October 2023, the Company conducted a second Regulation Crowdfunding offering, in which it raised gross proceeds of $17,862 from the sale of 2,748 shares of Non-Voting Common Stock.

The Company is conducting a concurrent private placement pursuant to 506(c) of Regulation D for up to $2,000,000 worth of our Non-Voting Common Stock.

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Receiving proceeds from securities offerings, or from other sources of financing, is necessary for the viability of the Company. The Company’s current burn rate is approximately $91,125 per month, excluding costs associated with the offering of our securities. The Company estimates that if it raises the maximum amount sought in this offering, it could continue at its current rate of operations for at least 12 months without raising additional capital. However, as we continue to fundraise and develop our operations, we anticipate increasing our monthly costs proportionately.

If the Company is unsuccessful in raising proceeds from this offering, it would seek other sources of financing, including loans and other offerings of equity and/or debt.

Indebtedness

In March 2022, the Company issued promissory notes to each of Herts Investment International, LLC (an entity owned by Matthew Belcher), Travis Hook, and Parker Smith. The promissory notes were issued by the Company as consideration for the Company repurchasing Voting Common Stock (at the time, limited liability company interests) from each of (Matthew Belcher), Travis Hook, and Parker Smith. The promissory notes each bear interest at 5% per annum and, subject to the Company having sufficient cash flows as reasonably determined by the Company’s management, are due and payable in five tranches (each one-year apart) with 20% of the outstanding principal and interest due each year, until the entire balance has been repaid (if according to schedule, on February 22, 2027). The related party notes payable, plus accrued interest, amounted to $724,500 and $718,750 at June 30, 2023 and December 31, 2022, respectively.

Commitments

In July 2022, the Company entered into a software development contract with a third-party to develop its application and platform for real estate investments and its investors. Under the terms of this arrangement, the Company committed to pay $1,600,000, $400,000 which is payable in cash and $1,200,000 for 250,000 shares of the Company’s common stock. The common stock is only issuable if the software works to the appropriate specifications designated by the Company. Through June 30, 2023, the Company has paid $114,924 in cash for these services.

In April 2023, the Company issued a promissory note to an entity related to a shareholder in the amount of $25,000, that bears interest at 10% and was due June 12, 2023. This amount has been fully repaid, and is no longer outstanding as of the date of this Offering Circular.

An investment by a fund of which the Company serves as the general partner and manger, suffered a complete loss. Although the Company is not legally liable for these losses, our Company’s management decided to ensure that the investors’ initial contributions were returned in full. In late 2021 and throughout 2022, the Company has returned to these investors $101,300 of their contributions and recognized a loss on this investment of $144,000. The Company has committed to purchasing the remaining investors contributions in the amount of $49,700, which is included in accounts payable and accrued expenses in the accompanying balance sheets.

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Trend Information

CalTier believes that existing apartments will continue to do quite well in terms of occupancy (i.e., 95%+ occupancy rate), CalTier also believes that as an asset class, multi-family assets in West, Midwest and Southwest areas will continue to benefit from appealing risk-adjusted returns. CalTier’s understanding is that even through the volatility of the markets, the fundamental demand for housing, coupled with population growth, make apartments a relatively safe option for investment capital. As such, we intend that the focus of the funds we create in the near future will also be investing in institutional-grade multi-family real estate assets.

The Company’s wholly-owned subsidiary, CalTier Advisors, LLC (“CalTier Advisors”), is an internet investment advisor registered with the SEC. CalTier Advisors offers ongoing investment advisory services regarding real estate investments to retail investors primarily through the Platform. CalTier Advisors provides investment advisory services to its clients through the Platform on a non-discretionary basis. This means that its clients make the ultimate decision whether to purchase or sell any investments. Our Company has discretion to manage CalTier Advisors’ retail client’s investment(s) once the client decides to invest in a CalTier pooled investment vehicle. The Company also serves as the manager of the funds that are offered as investment options on the Platform.

As a result of CalTier Advisors becoming an SEC registered internet investment adviser, it is subject to additional compliance and regulatory requirements, which may lead to increased costs and potential liability for CalTier Advisors (as well as the Company, as the owner of CalTier Advisors).

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DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

As of the date of this Offering Circular, the Company’s executive officers and directors are as follows:

Name	Position	Term of Office	Approx. hours per week (if not full time)
Executive Officers
Matthew Belcher	Chief Executive Officer, President, and Director	2017 - Current	Full time
Parker Smith	Chief Financial Officer, Chief Operating Officer, Director	2017 - Current	Full time
Travis Hook	Chief Information Officer, Secretary, and Director	2017 - Current	Full time
Directors
Matthew Belcher	Director	2017 - Current
Parker Smith	Director	2017 - Current
Travis Hook	Director	2017 - Current

Matthew Belcher, Chief Executive Officer, President, and Director

Matt Belcher is a founder of CalTier. He has over 20 years executive management experience across several continents covering deal structuring, M&A and sales/marketing while working with some of the largest companies in the world including BP, Shell, The International Olympic Committee, FT.com, Barclays Capital, Deutsche Bank, Virgin and many more. In 2016, Matt co-founded San Diego EB-5 Regional Center, a USCIS approved Regional Center. In 2017, he co-founded Woodmont EB-5 Regional Center. Within these roles, he provides high-value advice, project direction, fund management and deal-making services to project owners and stakeholders looking to leverage the EB-5 funding program and foreign direct investment (FDI) as a whole. He has been engaged in many aspects of complex real estate transactions, deal origination, Foreign Direct Investment (FDI), foreign trade and deal structuring. His Real Estate experience covers projects and deals ranging from $1 million to over $1 billion.

Parker Smith, Chief Financial Officer, Chief Operating Officer, Director

Parker Smith is the CFO, COO, and a Director of CalTier. Since 2016, Mr. Smith has been a Co-Founder and Managing Attorney at Sy and Smith, PC, focusing on Civil Litigation, Immigration Law, and Business Transactions. Prior to Sy and Smith, Parker worked for one of the top U.S. defense consulting firms and managed his own legal practice. Parker Smith received his Juris Doctor from Thomas Jefferson School of Law. He has a Bachelor’s in Business Finance from Brigham Young University, and spent several years working in the banking industry. He is a member of the California and Utah State Bars and is fluent in Spanish.

Travis Hook, Chief Information Officer, Secretary, and Director

Travis Hook is a founder of CalTier. From 2013 to 2016, Travis Hook worked as a residential and commercial real estate agent under Coastal Pacific Real Estate Brokerage in La Jolla, CA. In 2015, he co-founded MyCityShares, LLC, a management consulting company offering custom research, document creation, consulting and audit solutions to help domestic and international clients take advantage of the U.S. investment visa programs through U.S. Rea Estate acquisition and development opportunities. In 2016, Travis Hook also co-founded the San Diego EB-5 Regional Center, a regional development entity licensed by the United States Citizenship and Immigration Services (USCIS) to promote regional job creation through foreign investment. He received his Bachelors of Science from Baylor University in 2008 and his Masters of Business Administration from Marshall Goldsmith School of Management in 2015, with an emphasis on entrepreneurship and international business and is currently pursuing an Industrial and Organizational Psychology PhD at California School of Professional Psychology in San Diego, CA.

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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

For the fiscal year ended December 31, 2022, we compensated our three highest-paid directors and executive officers as follows:

Name	Capacities in which compensation was received	Cash compensation ($)		Other compensation ($)		Total compensation ($)
Matt Belcher	CEO	$	129,725.00		-	$	129,725.00
Parker Smith	CFO	$	132,325.00		-	$	132,325.00
Travis Hook	CIO	$	127,725.00		-	$	127,725.00

For the fiscal year ended December 31, 2022, we paid our directors as a group $0 for their services as directors There are 3 directors in this group.

Each of our officers has signed an employment agreement with the Company, which provides for an annual base salary of $120,000. The agreements are attached as Exhibits 6.1, 6.2, and 6.3 to the Offering Statement of which this Offering Circular forms a part.

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SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

The following table displays, as of December 15, 2023, the voting securities beneficially owned by (1) any individual director or officer who beneficially owns more than 10% of any class of our capital stock, (2) all executive officers and directors as a group and (3) any other holder who beneficially owns more than 10% of any class of our capital stock:

Title of class	Name and address of beneficial owner (1)	Amount and nature of beneficial ownership	Amount and nature of beneficial ownership acquirable	Percent of class (4)
Voting Common Stock	Herts Investment International, LLC (2)	1,785,000 shares	N/A		24.86	%
Voting Common Stock	Parker Smith	1,785,000 shares	N/A		24.86	%
Voting Common Stock	Travis Hook, LLC (3)	1,785,000 shares	N/A		24.86	%

(1)	The address of each beneficial owner is the Company’s principal office.
(2)	Matt Belcher owns 100% of Herts Investments International, LLC
(3)	Travis Hook owns 100% of Travis Hook, LLC
(4)	Based on 7,179,500 shares of Voting Common Stock issued and outstanding as of December 15, 2023.

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INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

Promissory Notes with Officers and Directors

In March 2022, the Company issued promissory notes to each of Herts Investment International, LLC (an entity owned by Matthew Belcher), Travis Hook, and Parker Smith. The promissory notes were issued by the Company as consideration for the Company repurchasing Voting Common Stock (at the time, limited liability company interests) from each of Matthew Belcher, Travis Hook, and Parker Smith. The promissory notes each bear interest at 5% per annum and, subject to the Company having sufficient cash flows as reasonably determined by the Company’s management, are due and payable in five tranches (each one-year apart) with 20% of the outstanding principal and interest due each year, until the entire balance has been repaid (if according to schedule, on February 22, 2027). Each note will become immediately due and payable upon a “Change of Control”. A “Change of Control” – i.e. a sale of substantially all of the assets of the Company or a transaction in which 50% or more of the voting power of the Company is acquired. Finally, upon an “event of default”, the holder of the note may declare the entire unpaid balance of the note to be immediately due and payable. An “event of default” under the note may occur if the Company fails to make any required payments due under the note within 30 days of the due date, or if the Company commences an action to declare bankruptcy. The related party notes payable, plus accrued interest, amounted to $724,500 and $718,750 at June 30, 2023 and December 31, 2022, respectively.

Copies of each of these notes are filed as Exhibits 6.4, 6.5, and 6.6 to the Offering Statement of which this Offering Circular forms a part.

Promissory Note with Shareholder

In April 2023, the Company issued a promissory note to an entity related to a shareholder in the amount of $25,000, that bears interest at 10% and was due June 12, 2023. This amount has been fully paid, and this note is no longer outstanding.

Dealings with our Funds

Advances to related parties are expenses and other costs paid for on behalf of related parties until those operations raise capital and begin operations. The balance of advances to related parties, our funds, at June 30, 2023 and December 31, 2022 was approximately $117,942 and $343,000, respectively.

Employment Agreements

In 2022, the Company entered into employment agreements for annual compensation of $120,000 a year with Matthew Belcher, Parker Smith, and Travis Hook, all of whom serve on the Board of Directors and executives of the Company.

Copies of each of these employment agreements are filed as Exhibits 6.1, 6.2, and 6.3 to the Offering Statement of which this Offering Circular forms a part.

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SECURITIES BEING OFFERED

The following descriptions summarize important terms of our Non-Voting Common Stock. This summary reflects CalTier's Certificate of Incorporation and Amended and Restated Bylaws (the “Bylaws”) and does not purport to be complete and is qualified in its entirety by reference to the Certificate of Incorporation and Bylaws, copies of which are included as Exhibit 2.1 and 2.2, respectively, to this this Offering Circular. For a complete description of the Company’s Non-Voting Common Stock, you should refer to our Certificate of Incorporation, Bylaws and applicable provisions of Delaware General Corporation Law.

General

The Company’s authorized capital stock consists of 7,266,667 shares of Voting Common Stock, par value $0.0001 per share, of which 7,179,500 is outstanding as of the date this Offering Circular, and 2,733,333 shares of Non-Voting Common Stock, par value $0.0001 per share, of which 1,779,360 is outstanding as of the date of this Offering Circular. For this offering, the Company is issuing up to 200,000 shares of Non-Voting Common Stock at purchase price of $6.50 per share (assuming no bonus shares are issued). We collectively refer to our Voting Common Stock and Non-Voting Common Stock below as “Common Stock”.

Common Stock

Dividend Rights

The Board of Directors may declare a dividend to holders of the Company’s Common Stock from time to time upon their discretion.

Voting Rights

Holders of Non-Voting Common Stock do not have voting rights in the Company. Holders of Voting Common Stock have voting rights in the Company and may vote to require the Company to take certain actions (such as the removal of directors of the Company upon affirmative vote of the holders of a majority of the voting power of the Company).

Rights and Preferences

Holders of the Company's Common Stock have no preemptive, conversion, or other rights, and there are no redemptive or sinking fund provisions applicable to the Company's Common Stock. The rights, preferences and privileges of the holders of the Company’s Common Stock are subject to and may be adversely affected by, the rights of the holders of shares of any series of shares, common or preferred, that we may designate in the future.

35

Additional Restrictions on Transfer of Shares of our Non-Voting Common Stock as set forth in our Company’s Bylaws

Lock-Up

No stockholder of the Company may transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any common stock or other securities of the Company held by the stockholder during the 180-day period following the effective date of the Company’s first firm commitment underwritten public offering of its common stock, whenever that may occur.

36

ONGOING REPORTING AND SUPPLEMENTS TO THIS OFFERING CIRCULAR

We will be required to make annual and semi-annual filings with the SEC. We will make annual filings on Form 1-K, which will be due by the end of April each year and will include audited financial statements for the previous fiscal year. We will make semi-annual filings on Form 1-SA, which will be due by September 28 each year, which will include unaudited financial statements for the six months to June 30. We will also file a Form 1-U to announce important events such as the loss of a senior officer, a change in auditors or certain types of capital-raising. We will be required to keep making these reports unless we file a Form 1-Z to exit the reporting system, which we will only be able to do if we have less than 300 shareholders of record and have filed at least one Form 1-K.

At least every 12 months while this offering is open, we will file a post-qualification amendment to the Offering Statement of which this Offering Circular forms a part, to include the Company’s recent financial statements.

We may supplement the information in this Offering Circular by filing a Supplement with the SEC.

All these filings will be available on the SEC’s EDGAR filing system. You should read all the available information before investing.

Relaxed Ongoing Reporting Requirements

If we become a public reporting company in the future, we will be required to publicly report on an ongoing basis as an “emerging growth company” (as defined in the Jumpstart Our Business Startups Act of 2012, which we refer to as the JOBS Act) under the reporting rules set forth under the Exchange Act. For so long as we remain an “emerging growth company”, we may take advantage of certain exemptions from various reporting requirements that are applicable to other Exchange Act reporting companies that are not “emerging growth companies”, including but not limited to:

● not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;

● taking advantage of extensions of time to comply with certain new or revised financial accounting standards;

● being permitted to comply with reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and

● being exempt from the requirement to hold a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

If we become a public reporting company in the future, we expect to take advantage of these reporting exemptions until we are no longer an emerging growth company. We would remain an “emerging growth company” for up to five years, although if the market value of our Common Stock that is held by non-affiliates exceeds $700 million as of any June 30 before that time, we would cease to be an “emerging growth company” as of the following December 31.

If we do not become a public reporting company under the Exchange Act for any reason, we will be required to publicly report on an ongoing basis under the reporting rules set forth in Regulation A for Tier 2 issuers. The ongoing reporting requirements under Regulation A are more relaxed than for “emerging growth companies” under the Exchange Act. The differences include, but are not limited to, being required to file only annual and semiannual reports, rather than annual and quarterly reports. Annual reports are due within 120 calendar days after the end of the issuer’s fiscal year, and semiannual reports are due within 90 calendar days after the end of the first six months of the issuer’s fiscal year.

In either case, we will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not “emerging growth companies”, and our shareholders could receive less information than they might expect to receive from more mature public companies.

37

CALTIER, INC. (f.k.a. CALTIER REALTY, LLC)

Financial Statements

TABLE OF CONTENTS

	Page
INDEPENDENT AUDITOR’S REPORT	F-1
BALANCE SHEET AS OF DECEMBER 31, 2022 AND 2021	F-3
STATEMENT OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021	F-4
STATEMENT OF CHANGES IN MEMBERS’ STOCKHOLDERS’ / MEMBERS’ EQUITY (DEFICIT) FOR YEARS ENDED DECEMBER 31, 2022 AND 2021	F-5
STATEMENT OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021	F-6
NOTES TO THE FINANCIAL STATEMENTS	F-7

	Page
BALANCE SHEETS AS OF JUNE 30, 2023 (UNAUDITED) AND DECEMBER 31, 2022 (AUDITED)	F-15
STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED)	F-16
STATEMENT OF CHANGES IN STOCKHOLDERS’ / MEMBERS’ EQUITY (DEFICIT) FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED)	F-17
STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED TO JUNE 30, 2023 AND 2022 (UNAUDITED)	F-18
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)	F-19

38

PKF San Diego, LLP

 

INDEPENDENT AUDITORS’ REPORT

To the Members and Management of

CalTier, Inc. (f.k.a. CalTier Realty, LLC)

San Diego, California

Opinion

We have audited the accompanying financial statements of CalTier, Inc. (f.k.a. CalTier Realty, LLC), a Corporation, which comprise the balance sheets as of December 31, 2022 and 2021, and the related statements of operations, changes in stockholders’/members’ equity(deficit), and cash flows for the years then ended, and the related notes to the financial statements.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of CalTier, Inc. as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of CalTier, Inc. and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred losses since inception and has an accumulated deficit of approximately $1,900,000 at December 31, 2022. Management’s evaluation of the events and conditions and management’s plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to that matter.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about CalTier, Inc.’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued.

2020 Camino del Rio North, Suite 1000, San Diego, CA 92108

T: (619) 238 1040 F: (619) 237 5177    E: info@pkfsandiego.com    W: www.pkfsandiego.com

PKF San Diego, LLP is a member firm of the PKF International Limited and Allinial Global families of legally independent firms and does not accept any responsibility or liability for the actions or inactions of any individual member or correspondent firm or firms.

F-1

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with generally accepted auditing standards, we:

● Exercise professional judgment and maintain professional skepticism throughout the audit.

● Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

● Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of CalTier, Inc.’s internal control. Accordingly, no such opinion is expressed.

● Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

● Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about CalTier, Inc.’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.

	/s/ PKF San Diego, LLP
San Diego, California	PKF San Diego, LLP
June 30, 2023

F-2

CALTIER INC. (f.k.a. CALTIER REALTY, LLC)

BALANCE SHEETS

DECEMBER 31, 2022 AND 2021

	2022			2021
ASSETS
Current Assets
Cash	$	85,932		$	239,099
Advances to related parties		342,816			377,197
Prepaid expenses		30,000			4,125
Total current assets		458,748			620,421
Accounts receivable - related parties		207,066			113,162
Total assets	$	665,814		$	733,583
LIABILITIES AND STOCKHOLDERS' / MEMBERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued expenses	$	160,475		$	65,027
Related party notes payable		166,750			-
Total current liabilities		327,225			65,027
Related party notes payable, net of current portion		552,000			-
Total liabilities		879,225			65,027
Commitments and contingencies (Notes 2, 5 and 6)
Stockholders' / Members' Equity (Deficit)
Members' equity		-			668,556
Stockholders' equity (deficit)
Voting shares: $0.0001 par value; 7,266,667 shares authorized and 7,179,500 issued and outstanding		718			-
Nonvoting shares: $0.0001 par value; 2,733,333 shares authorized and 1,937,665 issued and outstanding		194			-
Additional paid in capital		1,455,888			-
Accumulated deficit		(1,670,211	)		-
Total stockholders' / members' equity (deficit)		(213,411	)		668,556
Total liabilities and stockholders' / members' equity (deficit)	$	665,814		$	733,583

See Independent Auditors’ Report and Notes to Financial Statements

F-3

CALTIER INC. (f.k.a. CALTIER REALTY, LLC)

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

	2022			2021
REVENUES	$	72,817		$	215,559
OPERATING EXPENSES
Selling, general and administrative		636,365			88,004
Professional and legal		933,932			319,058
Total operating expenses		1,570,297			407,062
Operating loss		(1,497,480	)		(191,503	)
OTHER INCOME (EXPENSE)
Interest expense		(28,731	)		(3,430	)
Loss on investment		(144,000	)		-
Total other expense		(172,731	)		(3,430	)
NET LOSS	$	(1,670,211	)	$	(194,933	)

See Independent Auditors’ Report and Notes to Financial Statements

F-4

CALTIER INC. (f.k.a. CALTIER REALTY, LLC)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ / MEMBERS’ EQUITY (DEFICIT)

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

	Class A			Class B			Nonvoting		Voting		Par Value		Additional			Accumulated
	Units			Units			Shares		Shares		of Shares		Paid in Capital			Deficit			Total
Members' Equity, December 31, 2020		173,300			745,000			-		-	$	-	$	-		$	-		$	131,489
Sale of member interests		-			30,000			-		-		-		-			-			600,000
Returned member interests		-			(30,000	)		-		-		-		-			-			(30,000	)
Conversion of note payable to member interests		-			11,200			-		-		-		-			-			112,000
Member interest issued for services		-			2,500			-		-		-		-			-			50,000
Net loss		-			-			-		-		-		-			-			(194,933	)
Members' Equity, December 31, 2021		173,300			758,700			-		-		-		-			-			668,556
Sale of member interests		-			1,250			-		-		-		-			-			25,000
Repurchase of member interests		-			(34,500	)		-		-		-		-			-			(690,000	)
Returned member interests		-			(20,000	)		-		-		-		-			-			(3,556	)
Conversion of members' capital to common stock		(173,300	)		(705,450	)		1,733,333		7,054,500		879		(879	)		-			-
Shares issued for services		-			-			-		125,000		13		549,988			-			550,000
Sale of shares of common stock		-			-			204,332		-		20		906,780			-			906,800
Net loss		-			-			-		-		-		-			(1,670,211	)		(1,670,211	)
Stockholders' Deficit, December 31, 2022		-			-			1,937,665		7,179,500	$	912	$	1,455,888		$	(1,670,211	)	$	(213,411	)

See Independent Auditors’ Report and Notes to Financial Statements

F-5

CALTIER INC. (f.k.a. CALTIER REALTY, LLC)

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

	2022			2021
Cash Flows from Operating Activities
Net loss	$	(1,670,211	)	$	(194,933	)
Adjustments to reconcile net loss to net cash used in operating activities:
Bad debt		35,861			-
Common stock/member interest issued for services		550,000			50,000
Accrued interest		28,750			3,430
Change in operating assets and liabilities:
Accounts receivable - related parties		(129,765	)		(83,010	)
Advances to related parties		34,381			(163,822	)
Prepaid expenses		(25,875	)		(4,125	)
Accounts payable and accrued expenses		95,448			60,715
Net Cash Used in Operating Activities		(1,081,411	)		(331,745	)
Cash Flows from Financing Activities
Payments on returned member interests		-			(30,000	)
Proceeds from issuance of member interests/shares		25,000			600,000
Proceeds from issuance of shares of common stock		903,244			-
Net Cash Provided by Financing Activities		928,244			570,000
Net (Decrease) Increase in Cash		(153,167	)		238,255
Cash at Beginning of Year		239,099			844
Cash  at End of Year	$	85,932		$	239,099
Supplemental Disclosures of Cash Flow Information:
Cash Paid During the Year For:
Interest	$	-		$	-
Taxes	$	-		$	-
Non-Cash Investing and Financing Information:
Conversion of note payable to member interests	$	-		$	112,000
Issuance of related party notes for repurchase of member interests	$	690,000		$	-

See Independent Auditors’ Report and Notes to Financial Statements

F-6

CALTIER INC. (f.k.a. CALTIER REALTY, LLC)

NOTES TO FINANCIAL STATEMENTS

NOTE 1 – Nature of Operations

CalTier, Inc. (the “Company”) is a Fintech company that opens the door to professionally managed institutional grade multi-family investments not typically available to the retail investor. The Company is currently focused on bringing institutional-grade real estate investments to the everyday investor and removing the complicated barriers that currently exist. The Company changed its name from CalTier Realty, LLC to CalTier, Inc. on March 23, 2022 and converted from a California Limited Liability Company, which was formed on August 18, 2017, to a Delaware C-corporation.

Real Estate Acquisition & Management

Since inception, the Company has focused primarily on the acquisition, management and growth of equity investments which typically have ownership of multi-family workforce housing. These assets are often off-market and have historically not been made available to the general public. The Company has relationships within the real estate industry and selects properties discovered through real estate brokers, pre-existing professional relationships, independent property owners and public/city properties and/or owned land.

Nature of Operations Summary

The Company has substantially all of its operations conducted through its existing funds and special purpose entities consisting of CalTier Fund I, LP, CalTierSDI, LLC, CalTierAZI, LLC, CalTierTXI, LLC, and CalTierLVI, LLC (the “Operating Partnerships” which are considered related parties) as a general partner or managing member (the “Manager”). The Company operated under the terms of its limited liability operating agreement and current year’s adopted corporate agreement (“Operating Agreement”) that provides the Manager the full, exclusive, and absolute right, power, and authority to manage the business affairs of the Company, control its property and assets, and make all decisions affecting the Company.

The Company provides asset management services for all of the properties in the Company’s portfolio and the additional properties to be acquired by the Company and entities under which the Company has Operating Partnerships for. As of December 31, 2022 and 2021, the Company owned no real property, accordingly, all of its revenues were derived from its asset management and fund management services. The Company serves, directly or indirectly and either alone or with co-managers or co-managing members as the manager or managing member of each of the related entities.

The Company’s activities since inception have consisted of formation activities, capital raising and initial investments. The Company has commenced its planned principal operations and is in the growth phase. The Company is dependent upon additional capital resources for its continued growth and implementation of its planned principal operations and is subject to significant risks and uncertainties; including failing to secure additional funding to operationalize the Company’s planned full operations, scaling back on its full planned operations, or failing to profitably operate the business and properties of others.

The Company has raised capital through a crowd funding platform through Regulation CF and Regulation D. The Company’s investment period will commence on the date of the initial closing and expires on the earlier of: (i) the date at which the maximum offering amount has been sold, (ii) August 31, 2023, and (iii) the date at which the offering is terminated by the Company. The Company shall continue indefinitely unless all investments are sold, and distributions made to the members or at the sole discretion of the management at any point in time.

F-7

CALTIER INC. (f.k.a. CALTIER REALTY, LLC)

NOTES TO FINANCIAL STATEMENTS

NOTE 2 – Summary of Significant Accounting Policies

Basis of Presentation

The Company’s policy is to use the accrual method of accounting and to prepare and present the financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates consist of the valuation of common stock issued for services and collectability of accounts receivable. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash equivalents consist of highly liquid investments with original maturities of three months or less. Investments with maturities or redemption dates greater than 90 days at the date of purchase are included in short-term investments.

Accounts Receivable – Related Parties

Accounts receivable are primarily with related parties that the Company operates as the Manager for which it has earned fees and are stated at the historical carrying amount net of write-offs and allowances for uncollectible accounts. The Company establishes an allowance for uncollectible accounts based on historical experience and any specific customer collection issues that the Company has identified. There was no allowance for uncollectible accounts at December 31, 2022 and 2021. No interest on past due amounts is charged. Uncollectible accounts receivable are written off when a settlement is reached for an amount that is less than the outstanding balance or when the Company has determined that the balance will not be collected. During the years ended December 31, 2022 and 2021, the Company wrote off as uncollectable accounts $35,861 and $0, respectively.

Advances to Related Parties

Advances to related parties are expenses and other costs paid for on behalf of related parties until those operations raise capital and begin operations. The balance of advances to related parties at December 31, 2022 and 2021 was approximately $343,000 and $377,000, respectively.

Deferred Financing Costs

The Company complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1, Other Assets and Deferred Costs and SEC Staff Accounting Bulletin (SAB) Topic 5A - Expenses of Offering. Deferred offering costs consist principally of accounting and legal fees incurred in connection with an offering under Regulation CF or A. Prior to the completion of the offering, these costs are capitalized as deferred offering costs on the Balance Sheets. The deferred offering costs will be charged against proceeds from member contributions upon the completion of the offering or to expense if the offering is not completed further. The Company had no deferred offerings costs as of December 31, 2022 and 2021.

F-8

CALTIER INC. (f.k.a. CALTIER REALTY, LLC)

NOTES TO FINANCIAL STATEMENTS

NOTE 2 – Summary of Significant Accounting Policies (Continued)

Revenue Recognition

Revenues consist of management fees, carried interest allocation, incentive fees, principal investment income and administrative, transaction and other fees. The Company recognizes revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company’s revenue is based on contracts with a determinable transaction price and distinct performance obligations with probable collectability. Revenues are not recognized until the performance obligation(s) are satisfied. All of the Company’s revenues were generated from related parties.

In addition, the Company typically operates as a General Partner and manages investment portfolios. All fees are earned from affiliated funds of the Company. The contractual terms of these fees vary by fund structure and investment strategy.

Asset Management Fee

Asset management fees are generally based on a defined percentage of fair value of assets, total commitments, invested capital, net asset value (“NAV”), net investment income, total assets or par value of the investment portfolios managed by the Company. All asset management fees are earned from affiliated funds of the Company. The contractual terms of management fees vary by fund structure and investment strategy. Asset management fees are recognized as revenue in the period advisory services are rendered, subject to the Company’s assessment of collectability. The asset management fee is equal to an annualized rate ranging between 2.0% and 3.0%, which is based on the NAV or capital contributions at the end of each prior quarter. For the years ended December 31, 2022 and 2021, the Company earned $57,681 and $44,174 in asset management fees, respectively.

Asset Acquisition Fee

For each real estate investment, the Company assists in investment portfolios managed by the Company, the Company will receive 1.0%-2.5% of the investment’s purchase price once the investment is made by the investment company. For the years ended December 31, 2022 and 2021, the Company earned $14,231 and $7,900 in asset acquisition fees, respectively.

Construction Management Fee

For each real estate investment for which the Company manages the construction or renovation, the Company is entitled to receive additional fees for construction supervision in connection with certain construction activities undertaken at the managed properties equal to 5.0%-7.5% of the cost of such construction. For the years ended December 31, 2022 and 2021, the Company did not earn any construction management fees.

Disposition Fee

For each real estate investment, the Operating Partnerships will pay its General Partner or its designated affiliate 0.5%-1.0% of the investment’s sale price. For the fiscal years ended December 31, 2022 and 2021, the Company earned $905 and $0 in disposition fees, respectively.

Property Management Fee

The Company earns property management fees by providing continuous services pursuant to property management agreements with certain clients. The Company generally earns fees under these agreements equal to 2.5%-4.0% of gross collected rents from a property. For the years ended December 31, 2022 and 2021, the Company did not earn any property management fees.

F-9

CALTIER INC. (f.k.a. CALTIER REALTY, LLC)

NOTES TO FINANCIAL STATEMENTS

NOTE 2 – Summary of Significant Accounting Policies (Continued)

Marketing Fee

The Company earns marketing management fees by providing marketing campaigns, designing advertising and promotional information with certain clients. The Company generally earns fees under these agreements based upon effort agreed to by both parties and when the materials or advertising occurs or at a point in time. For the years ended December 31, 2022 and 2021, the Company did not earn any marketing fees.

Carried Interest

As part of the agreements the Company has within certain Operating Partnerships, the Operating Partnerships will pay the General Partner a percentage of any remaining proceeds as carried interest. For the years ended December 31, 2022 and 2021, the Company earned $0 and $163,485 in carried interest, respectively.

Advertising and Marketing

Advertising and marketing costs are expensed as incurred. Advertising and marketing expense was approximately $272,000 and $54,000 for the years ended December 31, 2022 and 2021, respectively.

Management Compensation

Management compensation expenses are paid to the Class B Members and current voting common stockholders who manage the Company according to the Company’s Operating Agreement (as employees and/or consultants). In addition, the Company entered into employment agreements with certain stockholders in 2022. Management compensation expense was $402,900 and $233,000 for the years ended December 31, 2022 and 2021, respectively, and is included in professional and legal expenses in the statements of operations.

Research and Development

Research and development cost are for the Company’s software development expenditures and consist primarily of costs for consultants and related contract research and facility costs. Expenditures relating to research and development incurred pre-technological feasibility are expensed as incurred. Post-technological feasibility expenditures are capitalized as incurred. Research and development expense was approximately $64,000 and $0 for the years ended December 31, 2022 and 2021, respectively.

Reclassifications

Certain balances have been reclassified from prior year to conform to current year classifications.

Income Taxes

From inception through March 22, 2022, the Company was not subject to federal or state income taxes since it was a limited liability company. The Company’s taxable income or losses were allocated to its members in accordance with their respective ownership percentage. Therefore, no provision or liability for federal income taxes had been included in the accompanying financial statements.

F-10

CALTIER INC. (f.k.a. CALTIER REALTY, LLC)

NOTES TO FINANCIAL STATEMENTS

NOTE 2 – Summary of Significant Accounting Policies (Continued)

Effective March 23, 2022, the Company converted from a California Limited Liability Company to a Delaware C-corporation and, as a result, became subject to corporate federal and state income taxes. The Company complies with FASB ASC 740, Income Taxes, (“FASB ASC 740”) for accounting for uncertainty in income taxes recognized in an enterprise’s financial statements, which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The provision (benefit) for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for the expected future tax benefit to be derived from tax loss and credit carry-forwards. Deferred tax assets and liabilities are determined using the enacted tax rates in effect for the years in which those tax assets are expected to be realized. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s policy is to recognize interest and/or penalties related to all tax positions in income tax expense. FASB ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. The Company believes that its income tax positions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position and no interest or penalties were accrued as of December 31, 2022 and 2021. The Company may in the future become subject to federal, state and local income taxation though it has not been since its inception. The Company is not presently subject to any income tax audit in any taxing jurisdiction.

Liquidity

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the next 12-month period following the date of the Independent Auditors’ Report. The Company had cumulative losses of approximately $1,900,000 as of December 31, 2022, raising substantial doubt about the Company’s ability to continue as a going concern within one of the date of the Independent Auditor’s Report.

The Company has not been profitable since its inception and management forecasts profitability going forward. Management is confident the Company will continue as a going concern by generating and maintaining profitable operations in the future. If necessary, management will finance operating costs with additional funding through future rounds of capital raises from stockholders or other qualified investors to pursue its business plan. Management believes that if required, it will be able to obtain capital raises on terms acceptable to the Company, however, there can be no assurances that the Company will be successful. These financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

Subsequent Events

Subsequent to year-end, the Company received $100,000 from the sale of common stock.

In May 2023, the Company created a wholly-owned subsidiary, CalTier Advisors, LLC to provide services to its clients and investor as an internet investment advisor.

In April 2023, the Company issued a promissory note to an entity related to a shareholder in the amount of $25,000, that bears interest at 10% and was due June 12, 2023. The Company has made certain payments on this loan, however, there remains an unpaid balance.

The Company evaluated all significant events or transactions that occurred through June 30, 2023, the date these financial statements were available to be issued.

F-11

CALTIER INC. (f.k.a. CALTIER REALTY, LLC)

NOTES TO FINANCIAL STATEMENTS

NOTE 3 – Note Payable and Related Party Notes Payable

In December 2019, the Company borrowed $100,000 on this convertible note. On May 18, 2021, the Company converted the note payable of $100,000 plus accrued interest of $12,000 into Class B Member units. At December 31, 2022 and 2021, the balance of the note amounted to $0 and $0, respectively.

In March 2022, three of the Company’s members sold back 34,500 member units back to the Company for $690,000 and entered into three separate note payable agreements with these members. These notes are unsecured, bear interest at 5% and are payable in five equal annual payments of $138,000 on February 22 of each year and the final payment due February 22, 2027. The related party notes payable, plus accrued interest, amounted to $718,750 at December 31, 2022.

NOTE 4 – Stockholders’ and Members’ Equity

The Company had two classes of Members, Class A and Class B. Class A Members had minimum investment requirements and were to comprise of up to 20% of the total interest of the Company. Class B Members included founding members, the Manager of the Company, and units issued for services and sales. Class B Members were to comprise up to 80% of the total interest of the Company.

Effective March 23, 2022, the Company converted from a California Limited Liability Company to a Delaware C-corporation and converted all of its Class A Member units and Class B Member units into a like number of shares of Voting Common Stock and Nonvoting Common Stock, respectively, along with a 1:10 forward split. Under its new articles, the Company is authorized to issue 10,000,000 shares of common stock, $0.0001 par value per share, of which 7,266,667 shares designated Voting Common Stock and 2,733,333 shares are Nonvoting Common Stock. The rights of the holders of the shares of Voting Common Stock and Nonvoting Common Stock are identical except that the Nonvoting Common Stock has no voting rights on any matters.

During 2022 and prior to the conversion to a corporation, certain Class B Members returned 20,000 of Class B units back to the Company.

During 2022, the Company issued 125,000 shares of common stock to four individuals for services provided. Two of these individuals are related to a third-party company providing research and development services. The shares were valued at $550,000 based on the share price that the Company sold its common stock during 2022.

NOTE 5 – Indemnifications

In the normal course of business, the Company enters into contracts that contain a variety of representations and warranties that provide indemnification under certain circumstances. The Company's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Company that have not yet occurred. The Company expects the risk of any future obligation under these indemnifications to be remote.

NOTE 6 – Commitments, Contingencies, Financial Risks and Uncertainties

Commitments

In July 2022, the Company entered into a software development contract with a third-party to develop its application and platform for real estate investments and its investors. Under the terms of this arrangement, the Company committed to pay $1,600,000, $400,000 which is payable in cash and $1,200,000 for 250,000 shares of the Company’s common stock. The common stock is only issuable if the software works to the appropriate specifications designated by the Company. Through December 31, 2022, the Company has paid $62,500 in cash for these services.

F-12

CALTIER INC. (f.k.a. CALTIER REALTY, LLC)

NOTES TO FINANCIAL STATEMENTS

NOTE 6 – Financial Risks and Uncertainties (Continued)

An investment that the Company is the general partner and manager, was deemed to be insolvent and the investment fully impaired. Although the Company is not legal liable for these losses, management decided to ensure that the investors initial contributions were returned. In late 2021 and throughout 2022, the Company returned to these investors $101,300 of their contributions and recognized a loss on this investment of $144,000. The Company has committed to purchasing the remaining investors contributions in the amount of $49,700 as of December 31, 2022, which is included in accounts payable and accrued expenses in the accompanying balance sheets.

Concentration of Credit Risk

The Company maintains cash balances with one financial institution. At December 31, 2022, accounts at this bank were insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000; however, at times, these balances may exceed the insured limits by the FDIC. The Company has not sustained any credit losses from this institution.

For the year ended December 31, 2022 and 2021, the Company had five related party customers, which accounted for 100% of revenues. In addition, the Company had four customers - related parties which accounted for 100% of the Company’s accounts receivable - related parties balance and two customers that represented 100% of the advance balance at December 31, 2022. The Company had four customers - related parties which accounted for 100% of the Company’s accounts receivable - related parties balance and four customer that represented 100% of the advance balance at December 31, 2021. All of the revenues, receivables and advances were from related parties.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to raise funds to fulfill its commitments including inability to sell investments quickly or close to fair value.

Market Risk

Market risk is the potential loss that can be caused by increasing or decreasing in the fair value of investments resulting from market fluctuations.

Credit Risk

Credit risk represents the potential loss that would occur if counter parties failed to perform pursuant to the terms of their obligations.

NOTE 7 – Income Taxes

Historically, the Company conducted its operations through a pass-through entity that filed its income tax returns as a partnership for federal and state income tax purposes. As a result, the Company was not subject to U.S. federal or state income taxes as the related tax consequences were reported by members. In March 2022, the Company changed its status from a limited liability company to a corporation, and accordingly, the Company became taxable at the entity level for U.S. federal and state tax purposes. Tax expense for the year ended December 31, 2022 was as follows:

Income tax expense:
Federal	$	-
State		-
Total income tax expense	$	-

F-13

CALTIER INC. (f.k.a. CALTIER REALTY, LLC)

NOTES TO FINANCIAL STATEMENTS

NOTE 7 – Income Taxes (Continued)

The components of the Company’s deferred tax assets (liabilities) are as follows at December 31, 2022:

Deferred tax assets:
Net operating loss carryforwards	$	339,912
Accrual-to-cash adjustments		28,803
Total deferred tax assets		368,715
Less: valuation allowance		(368,715	)
Net deferred tax assets	$	-

As the ultimate realization of the potential benefits of the Company's deferred tax assets is considered uncertain by management, the Company has offset the deferred tax assets attributable with a valuation allowance. The valuation allowance increased $368,715 in 2022. The tax expected by applying the Federal statutory rate of 21% to income before income taxes differs from actual income tax expense primarily due to the change in the valuation allowance on deferred income tax assets.

The Company has Federal and state net operating loss carryforwards totaling approximately $1,220,000 at December 31, 2022 that begin to expire in 2042. Pursuant to Internal Revenue Code 382, use of the Company’s net operating loss carryforwards may be limited if a cumulative change in ownership of more than 50% occurs within a three-year period. At this time, the Company has not determined if such an ownership change has occurred.

F-14

CALTIER INC. (f.k.a. CALTIER REALTY, LLC)

BALANCE SHEETS

JUNE 30, 2023 AND DECEMBER 31, 2022

	June 30, 2023 (UNAUDITED)			December 31, 2022
ASSETS
Current Assets
Cash	$	14,105		$	85,932
Advances to related parties		460,758			342,816
Prepaid Expenses		-			30,000
Total Current Assets		474,863			458,748
Other Assets
Accounts Receivable - related parties		230,592			207,066
TOTAL ASSETS	$	705,455		$	665,814
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable and accrued expenses		613,920			160,475
Related parties notes payable		266,000			166,750
Note Payable  - Current
Total Current Liabilities		879,920			327,225
Long-Term Liabilities
Related party notes payable, net of current portion		437,000			552,000
TOTAL LIABILITIES		1,316,920			879,225
Stockholders' Equity (deficit)
Voting shares: $0.0001 par value; 7,266,667 shares authorized and 7,179,500 issued and outstanding		718			718
Nonvoting shares: $0.0001 par value; 2,733,333 shares authorized and 1,955,067 issued and outstanding		196			194
Additional paid in capital		1,604,585			1,455,888
Accumulated deficit		(2,216,963	)		(1,670,211	)
Total Stockholders' Equity		(611,464	)		(213,411	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	705,456		$	665,814

See Notes to Financial Statements

F-15

CALTIER INC. (f.k.a. CALTIER REALTY, LLC)

STATEMENT OF CASHFLOWS

(UNAUDITED)

FOR 6 MONTHS ENDED JUNE 30, 2023 AND JUNE 30, 2022

	June 30, 2023			June 30, 2022
Cash Flows From Operating Activities:
Net Loss	$	(546,752	)	$	(522,017	)
Adjustments to reconcile net income to net cash used in operating activities:
Loss on Investments		67,450			125,750
Change in operating assets and liabilities:
Accounts Receivable - related parties		(23,527	)		(93,164	)
Advances to Related Parties		(117,942	)		(72,474	)
Prepaid Expenses		(37,450	)		(4,875	)
Accounts Payable and accrued expenses		424,695			111,665
Net Cash Used in Operating Activities		(233,526	)		(455,114	)
Cash Flows From Financing Activities:
Proceeds from issuance of Notes Payable		13,000			-
Proceeds from issuance of shares of member interests/ shares					-
Proceeds from issuance of shares of common stock		148,700			284,468
Net Cash Used in Financing Activities		161,700			284,468
Net increase (decrease) in cash and cash equivalents		(71,826	)		(170,646	)
Cash, Beginning of Period		85,931			239,099
Cash, End of Period	$	14,105		$	68,453

See Notes to Financial Statements

F-16

CALTIER INC. (f.k.a. CALTIER REALTY, LLC)

STATEMENT OF CHANGES IN STOCKHOLDERS’ / MEMBERS’ EQUITY (DEFICIT)

(UNAUDITED)

FOR 6 MONTHS ENDED JUNE 30, 2023 AND JUNE 30, 2022

	Class A			Class B			Nonvoting		Voting		Par Value		Additional			Accumulated
	Units			Units			Shares		Shares		of Shares		Paid in Capital			Deficit			Total
Members' Equity, December 31, 2021		173,300			758,700			-		-	$	-	$	-		$	-		$	668,556
Conversion of members' units
Sale of member interests					1,250															25,000
Repurchase of member interests		-			(34,500	)		-		-		-		-			-			(690,000	)
Returned member interests		-			(20,000	)		-		-		-		-			-			(3,556	)
Conversion of members' capital to common stock		(173,300	)		(705,450	)		1,733,333		7,054,500		879		(879	)		-			-
Shares issued for services		-			-			-		75,000		8		375,000			-			375,008
Sale of shares of common stock		-			-			50,917		12,500		6		231,800						231,806
Net loss		-			-			-		-		-		-			(1,121,800	)		(1,121,800	)
Shareholders' Equity, June 30, 2022		-			-			1,784,250		7,142,000		-		605,921			-			(514,986	)
Shareholders' Equity, December 31, 2022		-			-			1,937,665		7,179,500		912		1,455,888			(1,670,211	)		(213,411	)
Sale of member interests		-			-			-		-		-		-			-			-
Repurchase of member interests		-			-			-		-		-		-			-			-
Returned member interests		-			-			-		-		-		-			-			-
Conversion of members' capital to common stock		-			-			-		-		-		-			-			-
Shares issued for services		-			-			-		-		-		-			-			-
Sale of shares of common stock		-			-			17,402		-		2		100,000			-			100,002
Net loss		-			-			-		-		-		-			(1,971,800	)		(1,971,800	)
Stockholders' Deficit, June 30, 2023		-			-			1,955,067		7,179,500	$	914	$	1,555,888		$	(1,971,800	)	$	(2,085,209	)

See Notes to Financial Statements

F-17

CALTIER INC. (f.k.a. CALTIER REALTY, LLC)

STATEMENTS OF OPERATIONS
(UNAUDITED)

FOR 6 MONTHS ENDED JUNE 30, 2023 AND JUNE 30, 2022

	June 30, 2023			June 30, 2022
REVENUES	$	52,977		$	22,814
Operating Expenses
Selling, general and administrative expenses		448,001			321,626
Professional & Legal Fees		150,727			79,205
Total Operating Expense		598,729			400,831
Operating Loss		(545,752	)		(378,017	)
Other Income/(Expense)
Interest Expense		1,000			-
Loss on Investment		-			144,000
Total Other Expense		(1,000	)		(144,000	)
Net Loss		(546,752	)		(522,017	)

In the opinion of management all adjustments necessary in order to make the interim financial statements not misleading have been included.

See Notes to Financial Statements

F-18

CALTIER INC. (f.k.a. CALTIER REALTY, LLC)

NOTES TO FINANCIAL STATEMENTS

NOTE 1 – Nature of Operations

CalTier, Inc. (the “Company”) is a Fintech company that opens the door to professionally managed institutional grade multi-family investments not typically available to the retail investor. The Company is currently focused on bringing institutional-grade real estate investments to the everyday investor and removing the complicated barriers that currently exist. The Company changed its name from CalTier Realty, LLC to CalTier, Inc. on March 23, 2022 and converted from a California Limited Liability Company, which was formed on August 18, 2017, to a Delaware C-corporation.

Real Estate Acquisition & Management

Since inception, the Company has focused primarily on the acquisition, management and growth of equity investments which typically have ownership of multi-family workforce housing. These assets are often off-market and have historically not been made available to the general public. The Company has relationships within the real estate industry and selects properties discovered through real estate brokers, pre-existing professional relationships, independent property owners and public/city properties and/or owned land.

Nature of Operations Summary

The Company has substantially all of its operations conducted through its existing funds and special purpose entities consisting of CalTier Fund I, LP, CalTierSDI, LLC, CalTierAZI, LLC, CalTierTXI, LLC, and CalTierLVI, LLC (the “Operating Partnerships” which are considered related parties) as a general partner or managing member (the “Manager”). The Company operated under the terms of its limited liability operating agreement and current year’s adopted corporate agreement (“Operating Agreement”) that provides the Manager the full, exclusive, and absolute right, power, and authority to manage the business affairs of the Company, control its property and assets, and make all decisions affecting the Company.

The Company provides asset management services for all of the properties in the Company’s portfolio and the additional properties to be acquired by the Company and entities under which the Company has Operating Partnerships for. As of June 30th, 2023 and December 31st, 2022, the Company owned no real property, accordingly, all of its revenues were derived from its asset management and fund management services. The Company serves, directly or indirectly and either alone or with co-managers or co-managing members as the manager or managing member of each of the related entities.

F-19

The Company’s activities since inception have consisted of formation activities, capital raising and initial investments. The Company has commenced its planned principal operations and is in the growth phase. The Company is dependent upon additional capital resources for its continued growth and implementation of its planned principal operations and is subject to significant risks and uncertainties; including failing to secure additional funding to operationalize the Company’s planned full operations, scaling back on its full planned operations, or failing to profitably operate the business and properties of others.

The Company has raised capital through a crowdfunding platform through Regulation CF and Regulation D. The Company continues to seek to raise capital to support its current and planned operations.

NOTE 2 – Summary of Significant Accounting Policies

Basis of Presentation

The Company’s policy is to use the accrual method of accounting and to prepare and present the financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates consist of the valuation of common stock issued for services and collectability of accounts receivable. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash equivalents consist of highly liquid investments with original maturities of three months or less. Investments with maturities or redemption dates greater than 90 days at the date of purchase are included in short-term investments.

Accounts Receivable – Related Parties

Accounts receivable are primarily with related parties that the Company operates as the Manager for which it has earned fees and are stated at the historical carrying amount net of write-offs and allowances for uncollectible accounts. The Company establishes an allowance for uncollectible accounts based on historical experience and any specific customer collection issues that the Company has identified. There was no allowance for uncollectible accounts as of June 30th, 2023 and December 31st, 2022. No interest on past due amounts is charged. Uncollectible accounts receivable are written off when a settlement is reached for an amount that is less than the outstanding balance or when the Company has determined that the balance will not be collected. During the six months ended June 30th, 2023 and 2022, the Company wrote off as uncollectible accounts $23,527 and $93,164, respectively.

F-20

Advances to Related Parties

Advances to related parties are expenses and other costs paid for on behalf of related parties until those operations raise capital and begin operations. The balance of advances to related parties at June 30th, 2023 and 2022 was approximately $117,942 and $72,474, respectively.

Deferred Financing Costs

The Company complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1, Other Assets and Deferred Costs and SEC Staff Accounting Bulletin (SAB) Topic 5A - Expenses of Offering. Deferred offering costs consist principally of accounting and legal fees incurred in connection with an offering under Regulation CF or A. Prior to the completion of the offering, these costs are capitalized as deferred offering costs on the Balance Sheets. The deferred offering costs will be charged against proceeds from member contributions upon the completion of the offering or to expense if the offering is not completed further. The Company had no deferred offerings costs as of June 30, 2023 and December 31, and 2022.

Revenue Recognition

Revenues consist of management fees, carried interest allocation, incentive fees, principal investment income and administrative, transaction and other fees. The Company recognizes revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company’s revenue is based on contracts with a determinable transaction price and distinct performance obligations with probable collectability. Revenues are not recognized until the performance obligation(s) are satisfied. All of the Company’s revenues were generated from related parties.

In addition, the Company typically operates as a General Partner and manages investment portfolios. All fees are earned from affiliated funds of the Company. The contractual terms of these fees vary by fund structure and investment strategy.

Asset Management Fee

Asset management fees are generally based on a defined percentage of fair value of assets, total commitments, invested capital, net asset value (“NAV”), net investment income, total assets or par value of the investment portfolios managed by the Company. All asset management fees are earned from affiliated funds of the Company. The contractual terms of management fees vary by fund structure and investment strategy. Asset management fees are recognized as revenue in the period advisory services are rendered, subject to the Company’s assessment of collectability. The asset management fee is equal to an annualized rate ranging between 2.0% and 3.0%, which is based on the NAV or capital contributions at the end of each prior quarter. For the six months ended June 30th, 2023 and 2022, the Company earned $35,181 and $10,905 in asset management fees, respectively.

F-21

Asset Acquisition Fee

For each real estate investment, the Company assists in investment portfolios managed by the Company, the Company will receive 1.0%-2.5% of the investment’s purchase price once the investment is made by the investment company. For the six months ended June 30th, 2023 and 2022, the Company earned $8,982 and $0 in asset acquisition fees, respectively.

Construction Management Fee

For each real estate investment for which the Company manages the construction or renovation, the Company is entitled to receive additional fees for construction supervision in connection with certain construction activities undertaken at the managed properties equal to 5.0%-7.5% of the cost of such construction. For the six months ended June 30th, 2023 and 2022, the Company did not earn any construction management fees.

Disposition Fee

For each real estate investment, the Operating Partnerships will pay its General Partner or its designated affiliate 0.5%-1.0% of the investment’s sale price. For the six months ended June 30th, 2023 and 2022, the Company earned $8,690 and $6,000 in disposition fees, respectively.

Property Management Fee

The Company earns property management fees by providing continuous services pursuant to property management agreements with certain clients. The Company generally earns fees under these agreements equal to 2.5%-4.0% of gross collected rents from a property. For the six months ended June 30th, 2023 and 2022, the Company did not earn any property management fees.

Marketing Fee

The Company earns marketing management fees by providing marketing campaigns, designing advertising and promotional information with certain clients. The Company generally earns fees under these agreements based upon effort agreed to by both parties and when the materials or advertising occurs or at a point in time. For the six months ended June 30th, 2023 and 2022, the Company did not earn any marketing fees.

Carried Interest

As part of the agreements the Company has within certain Operating Partnerships, the Operating Partnerships will pay the General Partner a percentage of any remaining proceeds as carried interest. For the six months ended June 30th, 2023 and 2022, the Company earned $0 and $0 in carried interest, respectively.

F-22

Advertising and Marketing

Advertising and marketing costs are expensed as incurred. Advertising and marketing expense was approximately $20,827 and $34,092 for the six months ended June 30th, 2023 and 2022, respectively.

Management Compensation

Management compensation expenses are paid to the Class B Members and current voting common stockholders who manage the Company according to the Company’s Operating Agreement (as employees and/or consultants). In addition, the Company entered into employment agreements with certain stockholders in 2022. Management compensation expense was $240,000 and $178,275 for the six months ended June 30th, 2023 and 2022, respectively, and is included in selling, general and administrative expenses in the statements of operations.

Research and Development

Research and development cost are for the Company’s software development expenditures and consist primarily of costs for consultants and related contract research and facility costs. Expenditures relating to research and development incurred pre-technological feasibility are expensed as incurred. Post technological feasibility expenditures are capitalized as incurred. Research and development expense was approximately $50,924 and $0 for the six months ended June 30th, 2023 and 2022, respectively.

Reclassifications

Certain balances have been reclassified from prior year to conform to current year classifications.

Income Taxes

From inception through March 22, 2022, the Company was not subject to federal or state income taxes since it was a limited liability company. The Company’s taxable income or losses were allocated to its members in accordance with their respective ownership percentage. Therefore, no provision or liability for federal income taxes had been included in the accompanying financial statements.

F-23

Effective March 23, 2022, the Company converted from a California Limited Liability Company to a Delaware C-corporation and, as a result, became subject to corporate federal and state income taxes. The Company complies with FASB ASC 740, Income Taxes, (“FASB ASC 740”) for accounting for uncertainty in income taxes recognized in an enterprise’s financial statements, which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The provision (benefit) for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for the expected future tax benefit to be derived from tax loss and credit carry-forwards. Deferred tax assets and liabilities are determined using the enacted tax rates in effect for the years in which those tax assets are expected to be realized. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s policy is to recognize interest and/or penalties related to all tax positions in income tax expense. FASB ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. The Company believes that its income tax positions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position and no interest or penalties were accrued as of June 30, 2023 and December 31, 2022. The Company may in the future become subject to federal, state and local income taxation though it has not been since its inception. The Company is not presently subject to any income tax audit in any taxing jurisdiction.

Liquidity

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the next 12-month period following the date of these financial statements were available to be issued. The Company had cumulative losses of approximately $546,752 as of June 30th, 2023.

The Company has not been profitable since its inception and management forecasts profitability going forward. Management is confident the Company will continue as a going concern by generating and maintaining profitable operations in the future. If necessary, management will finance operating costs with additional funding through future rounds of capital raises from stockholders or other qualified investors to pursue its business plan. Management believes that if required, it will be able to obtain capital raises on terms acceptable to the Company, however, there can be no assurances that the Company will be successful. These financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

Subsequent Events

Subsequent to June 30, 2023, the Company received $202,865 from the sale of non-voting common stock.

F-24

NOTE 3 – Note Payable and Related Party Notes Payable

In December 2019, the Company borrowed $100,000 on this convertible note. On May 18, 2021, the Company converted the note payable of $100,000 plus accrued interest of $12,000 into Class B Member units. As of June 30th, 2023 and December 31, 2022, the balance of the note amounted to $0 and $0, respectively.

In March 2022, three of the Company’s members sold back 34,500 member units back to the Company for $690,000 and entered into three separate note payable agreements with these members. These notes are unsecured, bear interest at 5% and are payable in five equal annual payments of $138,000 on February 22 of each year and the final payment due February 22, 2027. The related party notes payable, plus accrued interest, amounted to $731,750 as of June 30th, 2023.

NOTE 4 – Stockholders’ and Members’ Equity

The Company had two classes of Members, Class A and Class B. Class A Members had minimum investment requirements and were to comprise of up to 20% of the total interest of the Company. Class B Members included founding members, the Manager of the Company, and units issued for services and sales. Class B Members were to comprise up to 80% of the total interest of the Company.

Effective March 23, 2022, the Company converted from a California Limited Liability Company to a Delaware C-corporation and converted all of its Class A Member units and Class B Member units into a like number of shares of Voting Common Stock and Nonvoting Common Stock, respectively, along with a 1:10 forward split. Under its new articles, the Company is authorized to issue 10,000,000 shares of common stock, $0.0001 par value per share, of which 7,266,667 shares designated Voting Common Stock and 2,733,333 shares are Nonvoting Common Stock. The rights of the holders of the shares of Voting Common Stock and Nonvoting Common Stock are identical except that the Nonvoting Common Stock has no voting rights on any matters.

During 2022 and prior to the conversion to a corporation, certain Class B Members returned 20,000 of Class B units back to the Company.

During 2022, the Company issued 125,000 shares of common stock to four individuals for services provided. Two of these individuals are related to a third-party company providing research and development services. The shares were valued at $550,000 based on the share price that the Company sold its common stock during 2022.

NOTE 5 – Indemnifications

In the normal course of business, the Company enters into contracts that contain a variety of representations and warranties that provide indemnification under certain circumstances. The Company's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Company that have not yet occurred. The Company expects the risk of any future obligation under these indemnifications to be remote.

F-25

NOTE 6 – Commitments, Contingencies, Financial Risks and Uncertainties

Commitments

In July 2022, the Company entered into a software development contract with a third-party to develop its application and platform for real estate investments and its investors. Under the terms of this arrangement, the Company committed to pay $1,600,000, $400,000 which is payable in cash and $1,200,000 for 250,000 shares of the Company’s common stock. The common stock is only issuable if the software works to the appropriate specifications designated by the Company. Through June 30th, 2023, the Company has paid $113,424 in cash for these services.

An investment of which the Company serves as the general partner and manager, suffered a complete loss. Although the Company is not legally liable for these losses, management decided to ensure that the investors initial contributions were returned in full. In late 2021 and throughout 2022, the Company has returned to these investors $100,300 of their contributions and recognized a loss on this investment of $144,000. The Company has committed to purchasing the remaining investors contributions in the amount of $49,700, which is included in accounts payable and accrued expenses in the accompanying balance sheets.

Concentration of Credit Risk

The Company maintains cash balances with one financial institution. As of June 30, 2023, accounts at this bank were insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000; however, at times, these balances may exceed the insured limits by the FDIC. The Company has not sustained any credit losses from this institution.

For the six months ended June 30, 2023 and 2022, the Company had five related party customers, which accounted for 100% of revenues. In addition, the Company had four customers - related parties which accounted for 100% of the Company’s accounts receivable - related parties balance and two customers that represented 100% of the advance balance at June 30, 2023. The Company had four customers - related parties which accounted for 100% of the Company’s accounts receivable - related parties balance and four customer that represented 100% of the advance balance at June 30, 2022. All of the revenues, receivables and advances were from related parties.

F-26

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to raise funds to fulfill its commitments including inability to sell investments quickly or close to fair value.

Market Risk

Market risk is the potential loss that can be caused by increasing or decreasing in the fair value of investments resulting from market fluctuations.

Credit Risk

Credit risk represents the potential loss that would occur if counter parties failed to perform pursuant to the terms of their obligations.

F-27

PART III

INDEX TO EXHIBITS

The documents listed in the Exhibit Index of this report are incorporated by reference or are filed with this report, in each case as indicated below.

1.1 Placement Agreement with Castle Placement, LLC

2.1 Certificate of Incorporation

2.2 Amended and Restated Bylaws

4.1 Form of Subscription Agreement

6.1 Employment Agreement with Travis Hook

6.2 Employment Agreement with Matthew Belcher

6.3 Employment Agreement with Parker Smith

6.4 Promissory Note issued by the Company to Herts Investment International, LLC (an entity owned by Matthew Belcher)

6.5 Promissory Note issued by the Company to Parker Smith

6.6 Promissory Note issued by the Company to Travis Hook

8.1 Form of Escrow Agreement

11.1 Consent of Auditing Accountant

12.1 Opinion Regarding the Legality of the Securities*

* To be filed by amendment

39

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on December 15, 2023.

CalTier, Inc.
By:	/s/ Matt Belcher
Matt Belcher
Chief Executive Officer

This offering statement has been signed by the following persons in the capacities and on the dates indicated.

/s/ Matt Belcher

Matt Belcher

Chief Executive Officer, Director

Date: December 15, 2023

/s/ Parker Smith

Parker Smith

Chief Financial Officer, Principal Accounting Officer, Director

Date: December 15, 2023

/s/ Travis Hook

Travis Hook

Secretary, Director

Date: December 15, 2023

40

EX1A-1 UNDR AGMT

Exhibit 1.1

Castle Placement, LLC

1460 Broadway

New York, New York 10036

(212) 418-1180

August 22, 2023

CalTier Inc. (“Company”)

14269 Danielson Street

Poway, CA 92064

[_] (“Company Notification Email Address”)

Attention: Matt Belcher

This agreement (the “Agreement”) is made and entered into by and between Company and Castle Placement, LLC (“Castle”). Company hereby engages Castle as an independent contractor to solicit a Reg A Transaction for Company. “Transactions” shall be defined as: a proposed offering and sale of Investments (as defined below).

1. Services. Castle will use its commercially reasonable efforts to provide Company with certain services, which may include: (i) completing appropriate due diligence on Company and its principals and helping Company create an investor presentation and landing page on castleplacement.com; (ii) identifying prospective Investors, sending email campaigns to them, and facilitating LinkedIn connection requests from Company’s account;; (iii) conducting a mock investor call with Company and sharing insights and suggestions with Company regarding positioning and marketing the opportunity to Investors in calls and meetings; (iv) assisting Company in connection with Investors throughout the entire process through closing; (v) reviewing and helping to prepare written material and forecasts prepared by Company such as the financial model and final definitive documents; (vi) attempting to obtain executed NDAs between Investors and Company; (vii) setting-up, administrating, and assisting Company in populating the VDR on Castle’s VDR platform; (viii) working with Company to provide information, answer questions, and follow-up with Investors; (ix) including the Transaction on castleplacement.com and CPGO (Castle’s proprietary app) for prospective investors to review; (x) conducting an accredited investor email campaign (optional - extra cost to Company; success subject to general challenges of large email campaigns); (xi) providing paid (optional - extra cost to Company to reimburse Castle for payments to third-party providers (such as MailChimp)) and/or organic digital marketing outreach to prospective investors (creating great creative for the digital ads is essential; Company is responsible for creating the overall digital advertising creative content and strategy, including advertising videos and static ads - Castle will review and share ideas, and manage the ad placement strategy and implementation) if Company chooses to take this option with Castle; (xii) coordinating with a third-party videographer to help Company create an elevator pitch video for investors (optional - extra cost to Company); (xiii) providing Company with detailed information on CPGO regarding the status of each Investor currently interested in the Transaction, and allowing Company to communicate with Investors directly through CPGO; (xiv) helping Company to structure the Transaction, seeking proposals from Investors, negotiating with Investors; (xv) attempting to obtain term sheets from Investors; and (xvi) assisting in arranging and closing the Transaction.

Exclusivity. This is an exclusive engagement. Company will not allow any other party to participate in the Transaction without Castle’s prior written consent.

“Investors”: potential and actual investors (including existing investors in the Company) or participants in a Transaction, regardless of whether Castle, the Company, or a third party is the source of such investors or participants.

Payment of Castle’s fee on any closed transaction shall not be contingent in any respect on whether Castle introduced the Investor, Castle’s performance, or Castle’s interaction with the Investor or counterparty.

2. Term. The Agreement will commence on the date first written above and will remain in effect for a period of 16 months from SEC qualification and commencement of marketing (the “Initial Period”) and will renew automatically for successive renewal terms of 24 months each unless either party provides written notice to the other party of non-renewal at least sixty (60) days prior to the expiration of the current term. However, the Agreement may also be terminated (i) upon written notice, if any material representation or warranty made by either Castle or Company proves to be incorrect at any time in any material respect, (ii) in order to comply with a legal requirement, if compliance cannot be timely achieved using commercially reasonable efforts, after providing as much notice as practicable, or (iii) upon thirty (30) days’ written notice if Castle or Company commences a voluntary proceeding seeking liquidation, reorganization or other relief, or is adjudged bankrupt or insolvent or has entered against it a final and unappeable order for relief, under any bankruptcy, insolvency or other similar law, or either party executes and delivers a general assignment for the benefit of its creditors. The description in this section of specific remedies will not exclude the availability of any other remedies. Any delay or failure by Company to exercise any right, power, remedy or privilege will not be construed to be a waiver of such right, power, remedy or privilege or to limit the exercise of such right, power, remedy or privilege. No single, partial or other exercise of any such right, power, remedy or privilege will preclude the further exercise thereof or the exercise of any other right, power, remedy or privilege.

Castle Placement, LLC

Page 2

3. Tail. Company shall pay to Castle pursuant to the success fee set forth in the fee schedule contained herein with respect to any Transaction with an Investor which is consummated, or for which a definitive agreement has been signed, within 3 months after the later of the closing of the Transaction or any termination of the Agreement. provided, however, in accordance with FINRA Rule 2010: i) any tail fee to be received by Castle will only be received in connection with Castle’s marketing of the Reg A to prospective investors, and ii) Castle will not be entitled to its fee if it was terminated for Cause.

Additional Transactions. If a Transaction closes during the term or tail of this Agreement, and Company conducts an additional Transaction (other than the Transaction that closed) within 18 months from the later of the closing of the Transaction or any termination of the Agreement, then Company will offer to engage Castle to act as the sole private placement agent, on the same terms as those contained in this Agreement. Notwithstanding the foregoing, in no case shall the rights granted to Castle under this section exceed thirty 36 months following the date of the latter of (a) FINRA Rule 5110 approval of this Agreement or (b) SEC qualification of the Regulation A Offering.

Fees. Company shall pay Castle as compensation for its services under this Agreement fees as follows:

a) For Reg A+ capital raises: 1.5% on all capital from Investors. The maximum amount of fees that Castle may receive in connection with a Reg A+ offering shall be $1,125,000 (1.5% of the maximum offering proceeds).

b) Non-Standard Transaction: if the Transaction is structured as a non-standard transaction (“Non-Standard Transaction”) with Investors such as a merger, purchase, or other non-standard structure, 5% times the equivalent total capitalization of such Non-Standard Transaction. Note if the Transaction is a Non-Standard Transaction, the fees set forth above shall not be applicable to such Transaction.

c) Consulting/Advisory Fee: Not applicable.

Company will promptly inform Castle of interest that it receives from a third party with respect to the Transaction. If an affiliate (any new or existing other entity or person with any common officers, employees, management, control (10% voting or more), or ownership (10% or more) with it) does a Transaction, or it restructures the proposed Investment using an affiliate, then Company shall require such affiliate to become a party to this Agreement.

If a Transaction is completed: i) if Company takes part in any type of announcement of the transaction (including without limitation a press release) it shall include in such announcement that Castle was the exclusive placement agent and/or advisor for the transaction; and ii) Castle may make announcements (including without limitation in a press release, in its marketing materials, on social media sites (LinkedIn, etc.), and on its web site) including a description of the transaction noting that it was the exclusive placement agent and/or advisor.

4. Indemnification, Fees and Expenses. Company and Castle agree to the provisions regarding Company’s indemnity of Castle and other matters set forth in Schedule II. Company agrees to the provisions for the payment of Castle’s fees and other matters set forth in Schedule I.

Castle Placement, LLC

Page 3

Survival/Investments. Provisions relating to the status of Castle as an independent contractor, the limitation as to whom Castle shall owe any duties, governing law, successors and assigns, the waiver of the right to trial by jury, indemnification, Additional Transactions, the Tail, and other provisions herein that extend beyond the termination of this Agreement, shall survive any termination of this Agreement. “Investments”: any transaction involving Company, including without limitation an equity or debt investment, management agreement, asset management structure, fund, consulting arrangement, merger, acquisition, loan, joint or strategic venture, asset or loan purchase or sale, securitization, one-off or special purpose vehicle transaction, digital security, partnership, fee agreement, licensing or servicing agreement.

Entire Agreement. Except with respect to other engagement agreements previously executed by Castle and the Company or its affiliates which shall remain in full force and effect, this Agreement, and all schedules, annexes, or attachments hereto, and any rights, duties or obligations hereunder, constitutes the entire agreement of the parties, supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof, and shall inure to the benefit of and be binding upon the successors, assigns, and personal representatives of each of the parties hereto, and may not be waived, amended, modified or assigned, in any way, in whole or in part, including by operation of law, without prior written consent signed by each of the parties hereto. The provisions of this Agreement may not be explained, supplemented or qualified through evidence of industry standards, trade usage or a prior course of dealings.

5. Severability; Execution; Representations. In case any provision of this Agreement is found to be void, invalid, illegal or unenforceable by reason of law or public policy, all other remaining provisions of this Agreement shall, nevertheless, remain in full force and effect. This Agreement may be executed in several counterparts, each of which when executed and delivered shall be an original, but all of which together shall constitute one and the same instrument. Facsimile, PDF or electronic signatures shall be deemed original signatures and be binding. Castle and Company hereby make the representations, warranties and agreements set forth in Schedule III.

Choice of Law; Arbitration. This Agreement and any claim or dispute of any kind or nature whatsoever arising out of, or relating to, this Agreement or Castle’s engagement hereunder, directly or indirectly (including any claim concerning services provided pursuant to this Agreement), shall be governed by and construed in all respects, including as to validity, interpretation and effect, in accordance with the laws of the State of New York without giving effect to the conflicts or choice of law provisions thereof. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be adjudicated in accordance with the provisions set forth in Schedule IV.

Schedules; Communications. All schedules to this Agreement shall be made a part hereof, are an integral part of this Agreement, and shall survive any termination or expiration of this Agreement. All communications hereunder shall be in writing e-mailed to the parties hereto as follows:

If to Castle email to: [_]@castleplacement.com

If to Company email to: [_]@caltierinc.com

Castle Placement, LLC

Page 4

We are pleased to accept this engagement and look forward to working with Company. Upon execution and delivery by both parties this shall constitute a binding agreement.

Very truly yours,
Castle Placement, LLC
By:	/s/ Richard Luftig
	Name:	Richard Luftig
	Title:	Managing Partner
Accepted and agreed to
as of the date first written above:
CalTier Inc. [Company Name]
By:	/s/ Matt Belcher
	Name:	Matt Belcher
	Title:	CEO

SCHEDULE I

FEE SUPPLEMENT

Castle has not communicated to the Company, and does not guarantee, that its efforts will be successful in raising capital. Many factors could prevent any capital from being raised including without limitation market, economic, political, regulatory, management team, business sector, structure, opportunity, business plan, financial projections, expected returns, perceived risks, or other unanticipated factors.

Success fees payable to Castle pursuant to this Agreement shall be paid by Company in cash upon the funding or closing of Transactions during: i) for all Investors, the Term or the Tail; and ii) for Investors that completed a Transaction during the Term or the Tail and then have subsequent closings, commencing on the initial closing and ending when there is a final sale, disposition, or entity termination. This paragraph shall survive any termination or expiration of this Agreement.

Company agrees to pay Castle’s reasonable out-of-pocket expenses in connection with this engagement, including expenses for background investigations/reports on Company prior to marketing ($250 total cost if key people and company are in the US). Castle will not incur any material expenses (including digital advertising expenses) without the prior written consent of Company. Company shall be responsible for payment (directly or via reimbursement of Castle) of all fees and expenses in connection with the offering including without limitation: legal, audit, due diligence, escrow agent, transfer agent, advertising, credit card/ACH processing/fees, FINRA, KYC/AML/OFAC, etc.

Company shall pay a penalty for any payment that is not received as required herein, which shall be computed on a daily basis, based on an annual interest rate equal to 18%. This penalty shall be capped at $300,000 in connection with a Reg A offering.

See Schedule V for payment instruction by the Company to Castle.

SCHEDULE II

INDEMNIFICATION

Company and its affiliates, on a joint and several basis, agree to indemnify Castle, any affiliate or controlling person of Castle and each of their respective directors, officers, employees, agents, affiliates, independent contractors, and representatives (each, an “Indemnified Party”) and hold each of them harmless against any and all losses, claims, damages, expenses, and liabilities (collectively, “Liabilities”) to which the Indemnified Parties may become liable, directly or indirectly, arising out of, or relating to, the Agreement to which this schedule is attached (the “Agreement”) or Castle’s services thereunder, unless there is a final arbitral or judicial determination, not subject to appeal, that the Liabilities resulted from the Actionable Misconduct (as defined below) of such Indemnified Party (the “Final Judicial Determination”). Actionable Misconduct is defined solely as: i) actual fraud; or ii) negligence that is both willful and gross. No other conduct shall constitute Actionable Misconduct, and the following conduct, without limitation, shall expressly be excluded from this standard: negligence (other than negligence that is both willful and gross), misconduct, fraudulent inducement of Company to work with Indemnified Party, or Indemnified Party’s actions in connection with the preparation of marketing materials, financial models, or other materials, advice, strategy, timing of activities, the Indemnified Party’s experience, relationships, or abilities, etc. If Company becomes aware of Actionable Misconduct by the Indemnified Party then Company must immediately notify Indemnified Party in writing, including a description of such Actionable Misconduct.

Company shall reimburse each Indemnified Party immediately upon request for all expenses (including reasonable attorneys’ fees and expenses) reasonably incurred in connection with the investigation of, preparation for, defense of, or providing evidence in, any action, claim, suit, proceeding or investigation, including any action brought by Company against an Indemnified Party or by an Indemnified Party against Company, directly or indirectly, arising out of, or relating to, the Agreement or Castle’s services thereunder, whether or not pending or threatened, and whether or not any Indemnified Party is a party to such action.

No Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to Company or any person asserting claims on behalf of or in right of Company, directly or indirectly, arising out of, or relating to, the Agreement or Castle’s services thereunder, unless there is a Final Judicial Determination.

Any amounts that an Indemnified Party may owe to Company shall be limited to the lesser of: (i) actual damages incurred by Company (which shall not include any consequential or speculative damages); and (ii) actual cash fees paid by Company to the Indemnified Party in connection with this Agreement.

Company will not, without Castle’s prior written consent, agree to any settlement of, compromise or consent to the entry of any judgment in or other termination of (each and collectively, a “Settlement”) any action in respect of which indemnification could be sought hereunder (whether or not Castle or any other Indemnified Party is an actual or potential party to such action), unless (i) such Settlement includes an unconditional release of each Indemnified Party from any Liabilities arising out of such action; and (ii) the parties agree that the terms of such Settlement shall remain confidential.

The rights of the Indemnified Parties referred to above shall be in addition to any rights that any Indemnified Party may otherwise have.

SCHEDULE III

REPRESENTATIONS AND WARRANTIES

Castle represents, warrants and agrees that:

(i) The Investments will be offered and sold in compliance with all applicable federal, state and foreign securities or blue sky laws, rules, regulations, and registration requirements.

(ii) It has all requisite power and authority to execute and perform this Agreement. All corporate action necessary for the authorization, execution, delivery and performance of this Agreement has been taken. This Agreement constitutes a valid and binding obligation of it.

(iii) It is duly registered as a broker-dealer pursuant to the Exchange Act and is a member in good standing of FINRA.

(iv) Notwithstanding anything to the contrary herein, Company may terminate this Agreement at any time for “Cause”, in which case, all rights granted to Castle related to Additional Transactions or any Tail fee or payments shall be terminated and Castle shall have no claim to such items. For purposes of this Agreement, “Cause” shall mean with respect to Castle (a) the loss by Castle of any licensure or qualification necessary to provide the services; (b) a material fraudulent act in connection with the performance of Castle’s duties; (c) a material violation of the terms of this Agreement by Castle which has continued for more than 30 days following written notice of such violation from Company which specifically describes the alleged violation; or (d) continued willful and deliberate non-performance by Castle of duties which has continued for more than 30 days following written notice of non-performance from Company which specifically describes the alleged non-performance.

Company represents, warrants and agrees that:

(i) If applicable, the Investments will be offered utilizing general solicitation of investors, and offered and sold in compliance with all applicable federal, state and foreign securities or blue sky laws, rules, regulations, and registration requirements; and prior to closing it will be responsible for verification of the accredited status of each investor participating in such closing.

(ii) If applicable, the legal documents will include all information required to be furnished to investors and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated in the legal documents or necessary to make the statements therein not misleading. The Information will be accurate and complete in all material respects.

(iii) It is solely responsible for preparing legal documents, including all materials and financial projections, for potential Investors, and will notify Castle promptly of any material information or change. It has not, and will not, offer for sale or sell any securities that would jeopardize the availability of the exemptions from all registration and qualification requirements with respect to any transaction.

(iv) It has done its own independent due diligence on Castle prior to entering into the Agreement and has not relied on any oral or written statement not contained in this Agreement as an inducement to enter into this Agreement or otherwise, including without limitation statements regarding Castle’s track record, abilities, experience, relationships with investors and others, staffing and execution plans, expectations for success, or knowledge of it or the industry. To the extent it (a) discovers Castle has made any false statements or omitted any facts prior to or during this Agreement, (b) is not satisfied with Castle’s performance in any way, or (c) has any other concerns regarding Castle’s activities, it agrees to notify Castle promptly in writing so that such matter may be resolved.

(v) The required services of Castle are limited to those services explicitly contained in this Agreement. There are no other services required of Castle, expressly or implicitly, for Castle to fulfill its requirements under this Agreement. For purposes of clarifying the meaning of Castle’s commercially reasonable efforts (as set forth in this Agreement), Castle (a) is under no obligation and provides no express or implied commitment or guarantees to place the Transaction with any Investor; (b) will not invest in the Transaction with its own capital nor will it incur any on-going out-of-pocket expenses that are not reimbursable under the Agreement; and (c) shall not assume the responsibilities of an advisor, fiduciary or agent for it, and although Castle may provide advice to it, it agrees that it will make its own decisions and agrees to hold Castle harmless regarding any advice it may or may not receive from Castle or its other advisors. It also acknowledges that the Transaction has a limited market and Castle makes no representations, commitments or guarantees regarding its knowledge of or relationships with, or the level of interest from, potential Investors that are known to Castle. It also acknowledges that Castle has limited knowledge of, and Castle makes no representations, commitments or guarantees regarding its knowledge of, it, its market, or its industry.

(vi) It has all requisite power and authority to execute and perform this Agreement; this Agreement constitutes a valid and binding obligation of it; the execution and performance of this Agreement by it and the offer and sale of the Investments in the Transaction will not violate any provision of its charter or bylaws or any agreement or other instrument to which it is a party or by which it is bound; and any necessary approvals, governmental and private, will be obtained by it before the closing of the Transaction.

(vii) The services performed by Castle in connection with this engagement are for the benefit and use of it in conducting the Transaction to which such services relate. No such services shall be used for any other purpose or be disclosed, reproduced, disseminated, quoted or referred to at any time, in any manner or for any purpose, nor shall any public references to Castle be made, in each case without Castle’s prior written consent, which consent shall not be unreasonably withheld.

(viii) It is a sophisticated business enterprise with competent internal financial advisors and legal counsel, and it has retained Castle for the limited purposes set forth in this Agreement. The parties acknowledge and agree that their respective rights and obligations as set forth herein are contractual in nature. It agrees that (i) Castle has been retained to act solely in connection with the activities stated herein, and (ii) any duties of Castle arising out of its engagement shall be owed solely to it. Accordingly, (i) Castle shall not be deemed to have any fiduciary duties or obligations to the investors, it, any other business entities, or their respective officers, directors, shareholders, partners, members, affiliates or creditors, as a result of this Agreement or the services provided hereto and (ii) it hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against Castle with respect to any breach or alleged breach of fiduciary duty hereunder.

(ix) Under no circumstances shall the execution of this Agreement or any act of Castle hereunder commit or be deemed a commitment by Castle to provide or arrange any bank financing or other debt or equity financing for any transaction or to purchase any security in connection therewith. Its Board of Directors will not base its decisions regarding whether and how to pursue the Transaction on Castle’s advice, but will consider the advice of its legal, tax and other business advisors and such other factors which they consider appropriate. Castle has no responsibility to it with respect to any transaction contemplated hereby except the obligations expressly set forth in this Agreement.

(x) Castle may be engaged in a broad range of securities transactions and activities and financial services that involve interests that differ from, compete with, or overlap with those of it and Castle has no obligation to disclose any of such interest. In the ordinary course of Castle’s business Castle or its clients may at any time be involved in competing transactions or be raising capital, or providing or arranging debt, equity, or other types of financing and other financial services for or to a prospective issuer, client, company, fund, prospective investor, or other entities that may be involved in competing transactions or businesses. The rights and obligations it may have to Castle under any other agreement are separate from its rights and obligations under this Agreement and will not be affected by Castle’s services hereunder.

(xi) It will furnish to Castle such information as Castle believes appropriate to the engagement (all such information, the “Information”). Castle will rely solely on the accuracy and completeness of the Information without assuming any responsibility for investigation or independent verification whether or not Castle reviews it. Castle has not made and may not make any physical inspection of the properties or assets of it, and will assume that any financial forecasts furnished to or discussed with Castle by it have been reasonably prepared and reflect the best estimates and judgments of management. At the closing of the Transaction it will provide Castle with a copy of the closing binder (soft copy) including: an index (or table of contents) and the transaction documents.

(xii) Castle will be able to rely on it with respect to blue sky matters, and for updating, amending and supplementing legal documents and filings as required by applicable laws.

(xiii) Investors will be able to see: i) Transaction information on castleplacement.com and information regarding their interest in the Transaction (status, notes from Castle and it, etc.) on cpgoapp.com (“CPGO”); and ii) due diligence materials compiled by Castle in the VDR (including approval memo, references, background checks, etc.).

(xiv) Castle’s marketing of the transaction may include email campaigns, social media posts (LinkedIn, etc.), digital advertising, phone calls, and/or meetings. In addition, Castle may include it and Transaction information on Castle’s website (consistent with the presentation of other transactions on Castle’s website) and social media sites (LinkedIn, etc.).

(xv) Company will not directly or indirectly solicit an employee of Castle to work for or with Company during the Term and until one year after the expiration of the Term.

SCHEDULE IV

ARBITRATION/LITIGATION/VENUE

Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be adjudicated by arbitration (“Arbitration”) administered by the American Arbitration Association (the “AAA”) in accordance with its Commercial Arbitration Rules in place when the Arbitration is filed (the “Rules”). The award of the arbitrator shall be final and binding, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Except as provided by the Rules, the Arbitration shall be the sole, exclusive and final remedy for any dispute between the parties.

The Arbitration shall be heard by a panel of three arbitrators. Within 15 days after the commencement of the Arbitration, each party shall select one person to act as arbitrator and the two selected shall select a third arbitrator within ten days of their appointment. If any party fails to select an arbitrator or the arbitrators selected by the parties are unable or fail to agree upon the third arbitrator, such arbitrator shall be selected by the AAA. The place of arbitration shall be New York, New York.

The Commercial Arbitration Optional Rules for Emergency Measures of Protection are also incorporated by the parties. The award of the arbitrators shall be accompanied by a reasoned opinion. The parties hereby agree that the parties and arbitrators may participate in the procedures via remote communication (such as Zoom).

Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. If, in connection with any judicial proceedings to modify, vacate or confirm any order or award, confidential information must be filed with any court, the party submitting such confidential information shall file such confidential information under seal and shall also file a motion with the court requesting that the confidential information remain under seal and no party shall oppose such request.

The parties agree that failure or refusal of a party to pay its required share of the deposits for arbitrator compensation or administrative charges shall constitute a waiver by that party to present evidence or cross-examine witnesses. In such event, the other party shall be required to present evidence and legal argument as the arbitrator(s) may require for the making of an award. Such waiver shall not allow for a default judgment against the non-paying party in the absence of evidence presented as provided for above.

Notwithstanding the requirements in this section that any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be adjudicated by binding arbitration as set forth in this schedule, if one of the parties attempts to litigate in court (for example to argue that the arbitration clause herein is not binding or that the ruling of the arbitrator is not binding) the parties hereby irrevocably submit to the exclusive jurisdiction of the courts of the State of New York and the federal courts of the United States of America located in the Borough of Manhattan in New York City, New York solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and hereby waive and agree not to assert as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such documents may not be enforced in or by said courts. All claims with respect to such action or proceeding shall be heard and determined in such New York court or federal courts of the United States of America located in the Borough of Manhattan in New York City, New York. The parties hereby consent to and grant any such court exclusive jurisdiction over the person of the parties and over the subject matter of any such dispute. For avoidance of doubt, nothing contained in this paragraph shall prevent a party from asserting as a defense that such action, suit or proceeding is prohibited by the binding arbitration provisions contained in this Schedule IV. The parties agree that issues of arbitrability shall be resolved by the arbitrators, and that all matters involving the Agreement shall be tried in the arbitration forum.

Unless there is a final judicial determination, not subject to appeal, that Castle’s liability resulted from the Actionable Misconduct (as defined herein) of Castle, then in the event of litigation relating to this Agreement, in a court or an arbitration, Company shall be liable and pay to Castle the reasonable legal fees and costs, and/or arbitration costs, incurred by Castle in connection with such litigation and/or arbitration, including any appeal therefrom.

SCHEDULE V

PAYMENT INFORMATION

Two options to pay: 1) Wire, 2) Credit Card

1) Wire to Castle Placement, LLC

Bank	[_]
ABA	[_]
Account	[_]
FBO	Castle Placement, LLC

2) Credit Card - Company hereby pre-authorizes Castle to bill the Company's Credit Card (information for both the initial fees in connection with this Agreement and the background fee) as set forth in this Agreement and Schedule I.

(A) Credit Card (circle one): Visa, MasterCard, Amex, Discover

Credit Card Number: _____________________ 3-Digit Number: __________

Name as it appears on Credit Card: _______________ Expiration Date: ______

Billing address:

Date:

Print Name:

Signature:

EX1A-2A CHARTER

Exhibit 2.1

CERTIFICATE OF INCORPORATION

OF

CALTIER, INC.

Article I.

The name of the corporation is CalTier, Inc. (the “Company”).

Article II.

The address of the Company’s registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, 19801. The name of its registered agent at such address is Corporation Trust Company.

Article III.

The purpose of the Company is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law, as the same exists or as may hereafter be amended from time to time.

Article IV.

The name and mailing address of the incorporator are as follows:

Travis Hook

5965 Village Way Ste 105 – 142

San Diego, CA 92130

Article V.

The Company is authorized to issue two classes of common stock, to be designated, respectively, “Voting Common Stock” and “Nonvoting Common Stock”. The total number of shares of stock that the Company shall have authority to issue is 10,000,000 shares of common stock, $0.0001 par value per share, of which 7,266,667 shares shall be Voting Common Stock and 2,733,333 shares shall be Nonvoting Common Stock.

The holders of Voting Common Stock issued and outstanding, except where otherwise provided by law, shall have and possess the exclusive right to notice of stockholders’ meetings and the exclusive voting rights and powers, and the holders of the Nonvoting Common Stock shall not be entitled to any notice of stockholders’ meetings or vote upon the election of directors or upon any questions affecting the management or affairs of the Company, except where such notice or vote is required by law.

Except with respect to the differences in the right to receive notice of stockholders’ meetings and the right to vote as set forth herein, the holders of Voting Common Stock and the holders of Nonvoting Common Stock shall have identical rights, preferences and privileges with respect to each share of stock regardless of class.

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Article VI.

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Company is expressly authorized to make, alter, amend or repeal the bylaws of the Company.

Article VII.

Elections of directors need not be by written ballot unless otherwise provided in the bylaws of the Company.

Article VIII.

To the fullest extent permitted by the Delaware General Corporation Law, as the same exists or as may hereafter be amended from time to time, a director of the Company shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director. If the Delaware General Corporation Law is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Company shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.

The Company shall indemnify, to the fullest extent permitted by applicable law, any director or officer of the Company who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that he or she is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such Proceeding. The Company shall be required to indemnify a person in connection with a Proceeding initiated by such person only if the Proceeding was authorized by the Board.

The Company shall have the power to indemnify, to the extent permitted by the Delaware General Corporation Law, as it presently exists or may hereafter be amended from time to time, any employee or agent of the Company who was or is a party or is threatened to be made a party to any Proceeding by reason of the fact that he or she is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such Proceeding.

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Neither any amendment nor repeal of this Article, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article, shall eliminate or reduce the effect of this Article in respect of any matter occurring, or any cause of action, suit or claim accruing or arising or that, but for this Article, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

Article IX.

Except as provided in Article VIII above, the Company reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

* * * * *

I, the undersigned, as the sole incorporator of the Company, have signed this Certificate of Incorporation on March 21, 2022.

/s/ Travis Hook

Travis Hook, Incorporator

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EX1A-2B BYLAWS

Exhibit 2.2

AMENDED AND RESTATED BYLAWS

OF

CALTIER, INC.

(A DELAWARE CORPORATION)

ARTICLE I

OFFICES

Section 1.              Registered Office. The registered office of the corporation in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, 19801 or in such other location as the Board of Directors of the corporation (the “Board of Directors”) may from time to time determine or the business of the corporation may require.

 

Section 2.              Other Offices. The corporation will also have and maintain an office or principal place of business at such place as may be fixed by the Board of Directors, and may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine or the business of the corporation may require.

 

ARTICLE II

 

CORPORATE SEAL

 

Section 1.              Corporate Seal. The Board of Directors may adopt a corporate seal. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

 

ARTICLE III

 

STOCKHOLDERS’ MEETINGS

 

Section 1.              Place of Meetings. Meetings of the stockholders of the corporation may be held at such place, either within or without the State of Delaware, as may be determined from time to time by the Board of Directors. The Board of Directors may, in its sole discretion, determine that the meeting will not be held at any place, but may instead be held solely by means of remote communication as provided under the Delaware General Corporation Law (the “DGCL”).

 

Section 2.              Annual Meeting.

 

(a)           The annual meeting of the stockholders of the corporation, for the purpose of election of directors and for such other business as may lawfully come before it, will be held on such date and at such time as may be designated from time to time by the Board of Directors. Nominations of persons for election to the Board of Directors of the corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders: (i) pursuant to the corporation’s notice of meeting of stockholders; (ii) by or at the direction of the Board of Directors; or (iii) by any stockholder of the corporation who was a stockholder of record at the time of giving of notice provided for in the following paragraph, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this Section.

 

 

 

 

(b)           At an annual meeting of the stockholders, only such business will be conducted as has been properly brought before the meeting. For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of paragraph (a) of this Section, (i) the stockholder must have given timely notice thereof in writing to the Secretary of the corporation, (ii) such other business must be a proper matter for stockholder action under the DGCL and applicable law, (iii) if the stockholder, or the beneficial owner on whose behalf any such proposal or nomination is made, has provided the corporation with a Solicitation Notice (as defined in this paragraph), such stockholder or beneficial owner must, in the case of a proposal, have delivered a proxy statement and form of proxy to holders of at least the percentage of the corporation’s voting shares required under applicable law to carry any such proposal, or, in the case of a nomination or nominations, have delivered a proxy statement and form of proxy to holders of a percentage of the corporation’s voting shares reasonably believed by such stockholder or beneficial owner to be sufficient to elect the nominee or nominees proposed to be nominated by such stockholder, and must, in either case, have included in such materials the Solicitation Notice, and (iv) if no Solicitation Notice relating thereto has been timely provided pursuant to this Section, the stockholder or beneficial owner proposing such business or nomination must not have solicited a number of proxies sufficient to have required the delivery of such a Solicitation Notice under this Section. To be timely, a stockholder’s notice will be delivered to the Secretary at the principal executive offices of the corporation not later than the close of business on the 90^th day nor earlier than the close of business on the 120^th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120^th day prior to such annual meeting and not later than the close of business on the later of the 90^th day prior to such annual meeting or the 10^th day following the day on which public announcement of the date of such meeting is first made. In no event will the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a stockholder’s notice as described above. Such stockholder’s notice will set forth: (A) as to each person whom the stockholder proposed to nominate for election or reelection as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and Rule 14a-4(d) thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (B) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (C) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the corporation’s books, and of such beneficial owner, (ii) the class and number of shares of the corporation that are owned beneficially and of record by such stockholder and such beneficial owner, and (iii) whether either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of, in the case of the proposal, at least the percentage of the corporation’s voting shares required under applicable law to carry the proposal or, in the case of a nomination or nominations, a sufficient number of holders of the corporation’s voting shares to elect such nominee or nominees (an affirmative statement of such intent, a “Solicitation Notice”).

 

(c)           Notwithstanding anything in the second sentence of paragraph (b) of this Section to the contrary, in the event that the number of directors to be elected to the Board of Directors of the corporation is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the corporation at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section will also be considered timely, but only with respect to nominees for any new positions created by such increase, if it is delivered to the Secretary at the principal executive offices of the corporation not later than the close of business on the 10^th day following the day on which such public announcement is first made by the corporation.

 

2.

 

(d)           Only such persons who are nominated in accordance with the procedures set forth in this Section (or elected or appointed pursuant to Article IV of these Bylaws) will be eligible to serve as directors and only such business will be conducted at a meeting of stockholders as has been brought before the meeting in accordance with the procedures set forth in this Section. Except as otherwise provided by law, the chair of the meeting will have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made, or proposed, as the case may be, in accordance with the procedures set forth in these Bylaws and, if any proposed nomination or business is not in compliance with these Bylaws, to declare that such defective proposal or nomination will not be presented for stockholder action at the meeting and will be disregarded.

 

(e)            Notwithstanding the foregoing provisions of this Section, in order to include information with respect to a stockholder proposal in the proxy statement and form of proxy for a stockholders’ meeting, stockholders must provide notice as required by the regulations promulgated under the 1934 Act. Nothing in these Bylaws is deemed to affect any rights of stockholders to request inclusion of proposals in the corporation proxy statement pursuant to Rule 14a-8 under the 1934 Act.

 

(f)            For purposes of this Section, “public announcement” means disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13, 14 or 15(d) of the 1934 Act.

 

Section 3.              Special Meetings.

 

(a)           Special meetings of the stockholders of the corporation may be called, for any purpose or purposes, by (i) the Chair of the Board of Directors, (ii) the Chief Executive Officer, (iii) the Board of Directors pursuant to a resolution adopted by directors representing a quorum of the directors then serving on the Board of Directors or (iv) by the holders of shares entitled to cast not less than 50% of the votes at the meeting, and will be held at such place, on such date, and at such time as the Board of Directors will fix. At any time or times that the corporation is subject to Section 2115(b) of the California General Corporation Law (the “CGCL”), stockholders holding 5% or more of the outstanding shares will have the right to call a special meeting of stockholders.

 

(b)           If a special meeting is properly called by any person or persons other than the Board of Directors, the request must be in writing, specifying the general nature of the business proposed to be transacted, and must be delivered personally or sent by certified or registered mail, return receipt requested, or by telegraphic or other facsimile transmission to the Chair of the Board of Directors, the Chief Executive Officer, or the Secretary of the corporation. No business may be transacted at such special meeting otherwise than specified in such notice. The Board of Directors will determine the time and place of such special meeting, which will be held not less than 35 nor more than 120 days after the date of the receipt of the request. Upon determination of the time and place of the meeting, the officer receiving the request will cause notice to be given to the stockholders entitled to vote, in accordance with the provisions of Section 7 of this Article III. Nothing contained in this paragraph (b) is to be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board of Directors may be held.

 

3.

 

Section 4.              Notice of Meetings. Except as otherwise provided by law, notice, given in writing or by electronic transmission, of each meeting of stockholders will be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting, such notice to specify the place, if any, date and hour, in the case of special meetings, the purpose or purposes of the meeting, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at any such meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the corporation. Notice of the time, place, if any, and purpose of any meeting of stockholders may be waived in writing, signed by the person entitled to notice thereof or by electronic transmission by such person, either before or after such meeting, and will be waived by any stockholder by his or her attendance thereat in person, by remote communication, if applicable, or by proxy, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any stockholder so waiving notice of such meeting will be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.

 

Section 5.              Quorum. At all meetings of stockholders, except as otherwise provided by statute, the Certificate of Incorporation or these Bylaws, the presence, in person, by remote communication, if applicable, or by proxy duly authorized, of the holders of a majority of the outstanding shares of stock entitled to vote will constitute a quorum for the transaction of business. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, either by the chair of the meeting or by vote of the holders of a majority of the shares represented thereat, but no other business will be transacted at such meeting. The stockholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Except as otherwise provided by statute, the Certificate of Incorporation or these Bylaws, in all matters other than the election of directors, the affirmative vote of a majority of shares present in person, by remote communication, if applicable, or represented by proxy duly authorized at the meeting and entitled to vote generally on the subject matter will be the act of the stockholders. Except as otherwise provided by statute, the Certificate of Incorporation or these Bylaws, directors will be elected by a plurality of the votes of the shares present in person, by remote communication, if applicable, or represented by proxy duly authorized at the meeting and entitled to vote generally on the election of directors. Where a separate vote by a class or classes or series is required, except as otherwise provided by statute, the Certificate of Incorporation or these Bylaws, a majority of the outstanding shares of such class or classes or series, present in person, by remote communication, if applicable, or represented by proxy duly authorized, will constitute a quorum entitled to take action with respect to that vote on that matter. Except as otherwise provided by statute, the Certificate of Incorporation or these Bylaws, the affirmative vote of the majority (plurality, in the case of the election of directors) of shares of such class or classes or series present in person, by remote communication, if applicable, or represented by proxy at the meeting will be the act of such class or classes or series.

 

Section 6.              Adjournment and Notice of Adjourned Meetings. Any meeting of stockholders, whether annual or special, may be adjourned from time to time either by the chair of the meeting or by the vote of a majority of the shares present in person, by remote communication, if applicable, or represented by proxy. When a meeting is adjourned to another time or place, if any, notice need not be given of the adjourned meeting if the time and place, if any, thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the corporation may transact any business that might have been transacted at the original meeting pursuant to the Certificate of Incorporation, these Bylaws or applicable law. If the adjournment is for more than 30 days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the meeting.

 

4.

 

Section 7.              Voting Rights. For the purpose of determining those stockholders entitled to vote at any meeting of the stockholders, except as otherwise provided by law, only persons in whose names shares stand on the stock records of the corporation on the record date will be entitled to vote at any meeting of stockholders. Every person entitled to vote or execute consents will have the right to do so either in person, by remote communication, if applicable, or by an agent or agents authorized by a proxy granted in accordance with Delaware law. An agent so appointed need not be a stockholder. No proxy will be voted after three years from its date of creation unless the proxy provides for a longer period.

Section 8.              Joint Owners of Stock. If shares or other securities having voting power stand of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship where it is so provided, their acts with respect to voting will have the following effect: (a) if only one votes, his or her act binds all; (b) if more than one votes and the vote is not evenly split, the act of the majority so voting binds all; (c) if more than one votes, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionally, or may apply to the Delaware Court of Chancery for relief as provided in the DGCL, Section 217(b). If the instrument filed with the Secretary shows that any such tenancy is held in unequal interests, a majority or even-split for the purpose of subsection (c) will be a majority or even-split in interest.

 

Section 9.              List of Stockholders. The Secretary will prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list will be open to the examination of any stockholder, for any purpose germane to the meeting, on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or during ordinary business hours, at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. The list will be open to examination of any stockholder during the time of the meeting as provided by law.

 

Section 10.             Action Without Meeting.

 

(a)           Unless otherwise provided in the Certificate of Incorporation, any action required by statute to be taken at any annual or special meeting of the stockholders, or any action that may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents setting forth the action so taken, will be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

 

5.

 

(b)           A consent must be set forth in writing or in an electronic transmission. Every consent will bear the date of signature of each stockholder who signs the consent, and no consent will be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered to the corporation in the manner herein required, consents signed by a sufficient number of stockholders to take action are delivered to the corporation in the manner required by the DGCL. All references to a consent in this Section mean a consent permitted by Section 228 of the DGCL.

 

(c)           Prompt notice of the taking of the corporate action without a meeting by less than unanimous consent will be given to those stockholders who have not consented and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that consents signed by a sufficient number of stockholders to take action were delivered to the corporation as provided in Section 228(c) of the DGCL. If the action to which the stockholders consented is such as would have required the filing of a certificate under any section of the DGCL if such action had been voted on by stockholders at a meeting thereof, then the certificate filed under such section must state, in lieu of any statement required by such section concerning any vote of stockholders, that consent has been given in accordance with Section 228 of the DGCL.

 

(d)           A consent permitted by this Section shall be delivered: (i) to the principal place of business of the corporation; (ii) to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded; (iii) to the registered office of the corporation in the State of Delaware by hand or by certified or registered mail, return receipt requested; (iv) subject to the next sentence, in accordance with Section 116 of the DGCL to an information processing system, if any, designated by the corporation for receiving such consents; or (v) when delivered in such other manner that complies with the DGCL. In the case of delivery pursuant to the foregoing clause (iv), such consent must set forth or be delivered with information that enables the corporation to determine the date of delivery of such consent and the identity of the person giving such consent, and, if such consent is given by a person authorized to act for a stockholder or member as proxy, such consent must comply with the applicable provisions of Section 212(c)(2) & (3) of the DGCL. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing. A consent may be documented and signed in accordance with Section 116 of the DGCL, and when so documented or signed shall be deemed to be in writing for purposes of the DGCL; provided that if such consent is delivered pursuant to clause (i), (ii) or (iii) of subsection (d)(1) of Section 228 of the DGCL, such consent must be reproduced and delivered in paper form.

 

Section 11.             Organization.

 

(a)            At every meeting of stockholders, the Chair of the Board of Directors, or, if a Chair has not been appointed or is absent, the Chief Executive Officer, or, if the Chief Executive Officer is absent, a chair of the meeting chosen by a majority in interest of the stockholders entitled to vote, present in person or by proxy, will act as chair. The Secretary, or, in his or her absence, an Assistant Secretary directed to do so by the Chief Executive Officer, will act as secretary of the meeting.

 

(b)           The Board of Directors is entitled to make such rules or regulations for the conduct of meetings of stockholders as it deems necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any, the chair of the meeting has the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chair, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in such meeting to stockholders of record of the corporation and their duly authorized and constituted proxies and such other persons as the chair permits, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting on matters that are to be voted on by ballot. The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at the meeting will be announced at the meeting. Unless and to the extent determined by the Board of Directors or the chair of the meeting, meetings of stockholders will not be required to be held in accordance with rules of parliamentary procedure.

 

6.

 

ARTICLE IV

 

DIRECTORS

 

Section 1.              Number and Term of Office. The authorized number of directors of the corporation will be fixed by the Board of Directors from time to time. Directors need not be stockholders unless so required by the Certificate of Incorporation. If for any cause, the directors have not been elected at an annual meeting, they may be elected as soon thereafter as convenient.

 

Section 2.              Powers. The business and affairs of the corporation will be managed by or under the direction of the Board of Directors, except as otherwise provided by statute or by the Certificate of Incorporation.

 

Section 3.              Term of Directors.

 

(a)           Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, directors will be elected at each annual meeting of stockholders to serve until his or her successor is duly elected and qualified or until his or her death, resignation or removal. No decrease in the number of directors constituting the Board of Directors will shorten the term of any incumbent director.

 

(b)           No person entitled to vote at an election for directors may cumulate votes to which such person is entitled, unless, at the time of such election, the corporation is subject to Section 2115(b) of the CGCL. During such time or times that the corporation is subject to Section 2115(b) of the CGCL, every stockholder entitled to vote at an election for directors may cumulate such stockholder’s votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which such stockholder’s shares are otherwise entitled, or distribute the stockholder’s votes on the same principle among as many candidates as such stockholder thinks fit. No stockholder, however, will be entitled to so cumulate such stockholder’s votes unless (i) the names of such candidate or candidates have been placed in nomination prior to the voting and (ii) the stockholder has given notice at the meeting, prior to the voting, of such stockholder’s intention to cumulate such stockholder’s votes. If any stockholder has given proper notice to cumulate votes, all stockholders may cumulate their votes for any candidates who have been properly placed in nomination. Under cumulative voting, the candidates receiving the highest number of votes, up to the number of directors to be elected, are elected.

 

7.

 

Section 4.              Vacancies.

 

(a)           Unless otherwise provided in the Certificate of Incorporation, and subject to the rights of the holders of any series of Preferred Stock, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors will, unless the Board of Directors determines by resolution that any such vacancies or newly created directorships will be filled by stockholders, be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board of Directors, or by a sole remaining director; provided, however, that whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the Certificate of Incorporation, vacancies and newly created directorships of such class or classes or series will, unless the Board of Directors determines by resolution that any such vacancies or newly created directorships must be filled by stockholders, be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected. Any director elected in accordance with the preceding sentence will hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director’s successor has been elected and qualified. A vacancy in the Board of Directors will be deemed to exist under this Bylaw in the case of the death, removal or resignation of any director.

 

(b)           At any time or times that the corporation is subject to Section 2115(b) of the CGCL, if, after the filling of any vacancy, the directors then in office who have been elected by stockholders constitute less than a majority of the directors then in office, then

 

(i)            any holder or holders of an aggregate of 5% or more of the total number of shares at the time outstanding having the right to vote for those directors may call a special meeting of stockholders; or

 

(ii)            the Superior Court of the proper county will, upon application of such stockholder or stockholders, summarily order a special meeting of the stockholders, to be held to elect the entire board, all in accordance with Section 305(c) of the CGCL, the term of office of any director will terminate upon that election of a successor.

 

Section 5.              Resignation. Any director may resign at any time by delivering his or her notice in writing or by electronic transmission to the Secretary, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors. If no such specification is made, it will be deemed effective at the pleasure of the Board of Directors. When one or more directors resigns from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, will have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations become effective, and each director so chosen will hold office for the unexpired portion of the term of the director whose place is vacated and until his or her successor has been duly elected and qualified.

 

Section 6.              Removal.

 

(a)           Subject to any limitations imposed by applicable law and unless otherwise provided in the Certificate of Incorporation, the Board of Directors or any director may be removed from office at any time, with or without cause, by the affirmative vote of the holders of a majority of the voting power of all then-outstanding shares of capital stock of the corporation entitled to vote generally at an election of directors.

 

8.

 

(b)           During such time or times that the corporation is subject to Section 2115(b) of the CGCL, the Board of Directors or any individual director may be removed from office at any time without cause by the affirmative vote of the holders of a majority of the outstanding shares entitled to vote on such removal; provided, however, that unless the entire Board of Directors is removed, no individual director may be removed when the votes cast against such director’s removal, or not consenting in writing to such removal, would be sufficient to elect that director if voted cumulatively at an election in which the same total number of votes were cast (or, if such action is taken by written consent, all shares entitled to vote were voted) and the entire number of directors authorized at the time of such director’s most recent election were then being elected.

 

Section 7.              Meetings

 

(a)           Regular Meetings. Unless otherwise restricted by the Certificate of Incorporation, regular meetings of the Board of Directors may be held at any time or date and at any place within or without the State of Delaware that has been designated by the Board of Directors and publicized among all directors, either orally or in writing, including a voice-messaging system or other system designated to record and communicate messages, facsimile, or by electronic mail or other electronic means. No further notice will be required for a regular meeting of the Board of Directors.

 

(b)           Special Meetings. Unless otherwise restricted by the Certificate of Incorporation, special meetings of the Board of Directors may be held at any time and place within or without the State of Delaware whenever called by the Chair of the Board of Directors, the Chief Executive Officer (if a director), the President (if a director) or any director.

 

(c)           Meetings by Electronic Communications Equipment. Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means constitutes presence in person at such meeting.

 

(d)           Notice of Special Meetings. Notice of the time and place of all special meetings of the Board of Directors will be orally or in writing, by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, facsimile, telegraph or telex, or by electronic mail or other electronic means, during normal business hours, at least 24 hours before the date and time of the meeting. If notice is sent by US mail, it will be sent by first class mail, postage prepaid at least three days before the date of the meeting. Notice of any meeting may be waived in writing or by electronic transmission at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

 

(e)           Waiver of Notice. The transaction of all business at any meeting of the Board of Directors, or any committee thereof, however called or noticed, or wherever held, will be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the directors not present who did not receive notice signs a written waiver of notice or waives notice by electronic transmission. All such waivers will be filed with the corporate records or made a part of the minutes of the meeting.

 

9.

 

Section 8.              Quorum and Voting.

 

(a)           Unless the Certificate of Incorporation requires a greater number, a quorum of the Board of Directors will consist of a majority of the total number of directors then serving; provided, however, that such number will never be less than 1/3 of the total number of directors authorized except that when one director is authorized, then one director will constitute a quorum. At any meeting, whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting. If the Certificate of Incorporation provides that one or more directors will have more or less than one vote per director on any matter, every reference in this Section to a majority or other proportion of the directors will refer to a majority or other proportion of the votes of the directors.

 

(b)           At each meeting of the Board of Directors at which a quorum is present, all questions and business will be determined by the affirmative vote of a majority of the directors present, unless a different vote be required by law, the Certificate of Incorporation or these Bylaws.

 

Section 9.              Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent in writing or by electronic transmission, and such writing or writings or transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee. A consent may be documented, signed and delivered in any manner permitted by Section 116 of the DGCL. Such filing will be in paper form if the minutes are maintained in paper form and will be in electronic form if the minutes are maintained in electronic form.

 

Section 10.            Fees and Compensation. Directors will be entitled to such compensation for their services as may be approved by the Board of Directors, including, if so approved, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, for attendance at each regular or special meeting of the Board of Directors and at any meeting of a committee of the Board of Directors. Nothing herein contained is to be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise and receiving compensation therefor.

 

Section 11.            Committees.

 

(a)           Executive Committee. The Board of Directors may appoint an Executive Committee to consist of one or more members of the Board of Directors. The Executive Committee, to the extent permitted by law and provided in the resolution of the Board of Directors, will have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that may require it; but no such committee will have the power or authority in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopting, amending or repealing any bylaw of the corporation.

 

10.

  

(b)           Other Committees. The Board of Directors may, from time to time, appoint such other committees as may be permitted by law. Such other committees appointed by the Board of Directors will consist of one or more members of the Board of Directors and will have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such committees, but in no event will any such committee have the powers denied to the Executive Committee in these Bylaws.

 

(c)           Term. The Board of Directors, subject to any requirements of any outstanding series of Preferred Stock and the provisions of paragraphs (a) or (b) of this Section may at any time increase or decrease the number of members of a committee or terminate the existence of a committee. The membership of a committee member will terminate on the date of his or her death or voluntary resignation from the committee or from the Board of Directors. The Board of Directors may at any time for any reason remove any individual committee member and the Board of Directors may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee, and, in addition, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

 

(d)           Meetings. Unless the Board of Directors otherwise provide, regular meetings of the Executive Committee or any other committee appointed pursuant to this Section will be held at such times and places as are determined by the Board of Directors, or by any such committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings need be given thereafter. Special meetings of any such committee may be held at any place that has been determined from time to time by such committee, and may be called by any director who is a member of such committee, upon notice to the members of such committee of the time and place of such special meeting given in the manner provided for the giving of notice to members of the Board of Directors of the time and place of special meetings of the Board of Directors. Notice of any special meeting of any committee may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends such special meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Unless otherwise provided by the Board of Directors in the resolutions authorizing the creation of the committee, a majority of the authorized number of members of any such committee will constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present will be the act of such committee.

Section 12.            Duties of Chair of the Board of Directors. The Chair of the Board of Directors, when present, will preside at all meetings of the stockholders and the Board of Directors. The Chair of the Board of Directors will perform other duties commonly incident to the office and will also perform such other duties and have such other powers as the Board of Directors designates from time to time. If there is no Chief Executive Officer and no President, then the Chair of the Board of Directors will also serve as the Chief Executive Officer of the corporation and will have the powers and duties prescribed in Article V.

 

Section 13.            Organization. At every meeting of the directors, the Chair of the Board of Directors, or, if a Chair has not been appointed or is absent, the Chief Executive Officer (if a director), or if the Chief Executive Officer is not a director or is absent, the President (if a director), or if the President is not a director or is absent, the most senior Vice President (if a director) or, in the absence of any such person, a chair of the meeting chosen by a majority of the directors present, will preside over the meeting. The Secretary, or in his or her absence, any Assistant Secretary directed to do so by the Chief Executive Officer or President, will act as secretary of the meeting.

 

11.

 

ARTICLE V

 

OFFICERS

 

Section 1.              Officers Designated. The officers of the corporation will include, if and when designated by the Board of Directors, the Chief Executive Officer, the President, one or more Vice Presidents, the Secretary, the Chief Financial Officer, the Treasurer and the Controller, all of whom will be elected or appointed from time to time by the Board of Directors. The Board of Directors may also appoint one or more Assistant Secretaries, Assistant Treasurers, Assistant Controllers and such other officers and agents with such powers and duties as it deems necessary. The Board of Directors may assign such additional titles to one or more of the officers as it deems appropriate. Any one person may hold any number of offices of the corporation at any one time unless specifically prohibited therefrom by law. The salaries and other compensation of the officers of the corporation will be fixed by or in the manner designated by the Board of Directors.

 

Section 2.              Tenure and Duties of Officers.

 

(a)           General. All officers will hold office at the pleasure of the Board of Directors and until their successors have been duly elected or appointed and qualified, unless sooner removed. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors, or by the Chief Executive Officer or other officer if so authorized by the Board of Directors.

 

(b)           Duties of Chief Executive Officer. The Chief Executive Officer will preside at all meetings of the stockholders and (if a director) at all meetings of the Board of Directors, unless the Chair of the Board of Directors has been appointed and is present. The Chief Executive Officer will be the chief executive officer of the corporation and will, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation. The Chief Executive Officer will perform other duties commonly incident to the office and will also perform such other duties and have such other powers as the Board of Directors designates from time to time.

 

(c)           Duties of President. In the absence or disability of the Chief Executive Officer or if the office of Chief Executive Officer is vacant, the President will preside at all meetings of the stockholders and (if a director) at all meetings of the Board of Directors, unless the Chair of the Board of Directors has been appointed and is present. If the office of Chief Executive Officer is vacant, the President will be the chief executive officer of the corporation (including for purposes of any reference to Chief Executive Officer in these Bylaws) and will, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation. The President will perform other duties commonly incident to the office and will also perform such other duties and have such other powers as the Board of Directors designates from time to time.

 

12.

  

(d)           Duties of Vice Presidents. The Vice Presidents may assume and perform the duties of the President in the absence or disability of the President or whenever the office of President is vacant. The Vice Presidents will perform other duties commonly incident to their office and will also perform such other duties and have such other powers as the Board of Directors or the President designates from time to time.

 

(e)           Duties of Secretary. The Secretary will attend all meetings of the stockholders and of the Board of Directors and will record all acts and proceedings thereof in the minute book of the corporation. The Secretary will give notice in conformity with these Bylaws of all meetings of the stockholders and of all meetings of the Board of Directors and any committee thereof requiring notice. The Secretary will perform all other duties provided for in these Bylaws and other duties commonly incident to the office and will also perform such other duties and have such other powers as the Board of Directors will designate from time to time. The Chief Executive Officer may direct any Assistant Secretary to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each Assistant Secretary will perform other duties commonly incident to the office and will also perform such other duties and have such other powers as the Board of Directors or the Chief Executive Officer designates from time to time.

 

(f)            Duties of Chief Financial Officer. The Chief Financial Officer will keep or cause to be kept the books of account of the corporation in a thorough and proper manner and will render statements of the financial affairs of the corporation in such form and as often as required by the Board of Directors or the Chief Executive Officer. The Chief Financial Officer, subject to the order of the Board of Directors, will have the custody of all funds and securities of the corporation. The Chief Financial Officer will perform other duties commonly incident to his or her office and will also perform such other duties and have such other powers as the Board of Directors or the Chief Executive Officer designate from time to time. The Chief Executive Officer may direct the Treasurer or any Assistant Treasurer, or the Controller or any Assistant Controller to assume and perform the duties of the Chief Financial Officer in the absence or disability of the Chief Financial Officer, and each Treasurer and Assistant Treasurer and each Controller and Assistant Controller will perform other duties commonly incident to the office and will also perform such other duties and have such other powers as the Board of Directors or the Chief Executive Officer designates from time to time.

 

Section 3.              Delegation of Authority. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof.

 

Section 4.              Resignations. Any officer may resign at any time by giving notice in writing or by electronic transmission notice to the Board of Directors or to the Chief Executive Officer or to the President or to the Secretary. Any such resignation will be effective when received by the person or persons to whom such notice is given, unless a later time is specified therein, in which event the resignation will become effective at such later time. Unless otherwise specified in such notice, the acceptance of any such resignation will not be necessary to make it effective. Any resignation will be without prejudice to the rights, if any, of the corporation under any contract with the resigning officer.

 

Section 5.              Removal. Any officer may be removed from office at any time, either with or without cause, by the affirmative vote of a majority of the directors in office at the time, or by the unanimous written or electronic consent of the directors in office at the time, or by any committee or superior officers upon whom such power of removal may have been conferred by the Board of Directors.

 

13.

 

ARTICLE VI

 

EXECUTION OF CORPORATE INSTRUMENTS AND VOTING
OF SECURITIES OWNED BY THE CORPORATION

 

Section 1.              Execution of Corporate Instruments. The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute on behalf of the corporation any corporate instrument or document, or to sign on behalf of the corporation the corporate name, or to enter into contracts on behalf of the corporation, except as otherwise provided by law or these Bylaws, and such execution or signature will be binding upon the corporation. All checks and drafts drawn on banks or other depositaries of funds to the credit of the corporation or on special accounts of the corporation will be signed by such person or persons as the Board of Directors authorizes so to do. Unless authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee will have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

 

Section 2.              Voting of Securities Owned by the Corporation. All stock and other securities of other corporations owned or held by the corporation for itself, or for other parties in any capacity, will be voted, and all proxies with respect thereto will be executed, by the person authorized so to do by resolution of the Board of Directors, or, in the absence of such authorization, by the Chair of the Board of Directors, the Chief Executive Officer, the President, or any Vice President.

 

ARTICLE VII

 

SHARES OF STOCK

 

Section 1.              Form and Execution of Certificates. The shares of the corporation will be represented by certificates, or will be uncertificated. Certificates for the shares of stock, if any, of the corporation will be in such form as is consistent with the Certificate of Incorporation and applicable law. Every holder of shares of stock in the corporation represented by certificate will be entitled to have a certificate signed by or in the name of the corporation by any two authorized officers of the corporation, including but not limited to the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by him or her in the corporation. Any or all of the signatures on the certificate may be facsimiles. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued with the same effect as if he or she were such officer, transfer agent, or registrar at the date of issue.

 

Section 2.              Lost Certificates. A new certificate or certificates will be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. The corporation may require, as a condition precedent to the issuance of a new certificate or certificates, the owner of such lost, stolen, or destroyed certificate or certificates, or the owner’s legal representative, to agree to indemnify the corporation in such manner as it requires or to give the corporation a surety bond in such form and amount as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.

 

14.

 

Section 3.              Restrictions on Transfer.

 

(a)           No stockholder shall sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any common stock or other securities of the Company held by the stockholder (other than those included in the registration) (the “Restricted Securities”), during the 180-day period following the effective date of the Company’s first firm commitment underwritten public offering of its common stock (or such longer period as the underwriters or the Company shall request in order to facilitate compliance with FINRA Rule 2241 or any successor or similar rule or regulation). Each stockholder agrees to execute and deliver such other agreements as may be reasonably requested by the Company and/or the managing underwriters that are consistent with the foregoing or that are necessary to give further effect to the foregoing provision. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to a stockholder’s Restricted Securities until the end of such period.

 

15.

 

 

Section 4.              Fixing Record Dates.

 

(a)           In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix, in advance, a record date, which record date will not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date will, subject to applicable law, not be more than 60 nor less than 10 days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders will be at the close of business on the day immediately preceding the day on which notice is given, or if notice is waived, at the close of business on the day immediately preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders will apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

 

(b)           In order that the corporation may determine the stockholders entitled to consent to corporate action without a meeting in accordance with Section 228 of the DGCL, the Board of Directors may fix a record date, which record date will not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date will not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action without a meeting in accordance with Section 228 of the DGCL will, by written notice to the Secretary, request the Board of Directors to fix a record date. The Board of Directors will promptly, but in all events within 10 days after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board of Directors within 10 days of the date on which such a request is received, the record date for determining stockholders entitled to consent to corporate action without a meeting, when no prior action by the Board of Directors is required by applicable law, will be the first date on which a signed consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with the DGCL. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action without a meeting will be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

 

(c)           In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which record date will not precede the date upon which the resolution fixing the record date is adopted, and which record date will be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose will be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

 

16.

 

Section 5.              Registered Stockholders. The corporation is entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and is not bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it has express or other notice thereof, except as otherwise provided by the laws of Delaware.

 

ARTICLE VIII

 

OTHER SECURITIES OF THE CORPORATION

 

Section 1.              Execution of Other Securities. All bonds, debentures and other corporate securities of the corporation, other than stock certificates, may be signed by the Chair of the Board of Directors, the Chief Executive Officer, the President or any Vice President, or such other person as may be authorized by the Board of Directors, and the corporate seal impressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an Assistant Secretary, or the Chief Financial Officer or Treasurer or an Assistant Treasurer; provided, however, that where any such bond, debenture or other corporate security is authenticated by the manual signature, or where permissible facsimile signature, of a trustee under an indenture pursuant to which such bond, debenture or other corporate security is issued, the signatures of the persons signing and attesting the corporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such persons. Interest coupons appertaining to any such bond, debenture or other corporate security, authenticated by a trustee as aforesaid, will be signed by the Treasurer or an Assistant Treasurer of the corporation or such other person as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person. In case any officer who has signed or attested any bond, debenture or other corporate security, or whose facsimile signature appears thereon or on any such interest coupon, has ceased to be such officer before the bond, debenture or other corporate security so signed or attested has been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the corporation and issued and delivered as though the person who signed the same or whose facsimile signature has been used thereon had not ceased to be such officer of the corporation.

 

ARTICLE IX

 

DIVIDENDS

 

Section 1.             Declaration of Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the Certificate of Incorporation and applicable law, if any, may be declared by the Board of Directors pursuant to law at any regular or special meeting. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation and applicable law.

 

Section 2.              Dividend Reserve. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the Board of Directors thinks conducive to the interests of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

 

17.

 

ARTICLE X

 

FISCAL YEAR

 

Section 1.              Fiscal Year. The fiscal year of the corporation will be fixed by resolution of the Board of Directors.

 

ARTICLE XI

 

INDEMNIFICATION

 

Section 1.              Indemnification of Directors, Executive Officers, Other Officers, Employees and Other Agents.

 

(a)           Directors and Executive Officers. The corporation will indemnify its directors and executive officers (for the purposes of this Article, “executive officers” has the meaning defined in Rule 3b-7 promulgated under the 1934 Act) to the fullest extent not prohibited by the DGCL or any other applicable law; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors and executive officers and, provided, further, that the corporation will not be required to indemnify any director or executive officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the DGCL or any other applicable law or (iv) such indemnification is required to be made under paragraph (d) of this Section.

 

(b)           Other Officers, Employees and Other Agents. The corporation will have power to indemnify its other officers, employees and other agents as set forth in the DGCL or any other applicable law. The Board of Directors will have the power to delegate the determination of whether indemnification will be given to any such person except executive officers to such officers or other persons as the Board of Directors determines.

 

(c)           Expenses. The corporation will advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or executive officer of the corporation, or is or was serving at the request of the corporation as a director or executive officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor, all expenses incurred by any director or executive officer in connection with such proceeding, provided, however, that, if the DGCL requires, an advancement of expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) will be made only upon delivery to the corporation of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it is ultimately determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Section or otherwise.

 

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Notwithstanding the foregoing, unless otherwise determined pursuant to paragraph (e) of this Section, no advance will be made by the corporation to an executive officer of the corporation (except by reason of the fact that such executive officer is or was a director of the corporation, in which event this paragraph will not apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (i) by a majority vote of a quorum consisting of directors who were not parties to the proceeding, even if not a quorum, or (ii) by a committee of such directors designated by a majority of such directors, even though less than a quorum, or (iii) if there are no such directors, or such directors so direct, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the corporation.

 

(d)           Enforcement. Without the necessity of entering into an express contract, all rights to indemnification and advances to directors and executive officers under this Section will be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the corporation and the director or executive officer. Any right to indemnification or advances granted by this Section to a director or executive officer will be enforceable by or on behalf of the person holding such right in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within 90 days of request therefor. The claimant in such enforcement action, if successful in whole or in part, will be entitled to be paid also the expense of prosecuting the claim. In connection with any claim for indemnification, the corporation will be entitled to raise as a defense to any such action that the claimant has not met the standards of conduct that make it permissible under the DGCL or any other applicable law for the corporation to indemnify the claimant for the amount claimed. In connection with any claim by an executive officer of the corporation (except in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such executive officer is or was a director of the corporation) for advances, the corporation will be entitled to raise as a defense as to any such action clear and convincing evidence that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the corporation, or with respect to any criminal action or proceeding that such person acted without reasonable cause to believe that his or her conduct was lawful. Neither the failure of the corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the DGCL or any other applicable law, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, will be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct.

 

(e)           Non-Exclusivity of Rights. The rights conferred on any person by this Section are not exclusive of any other right that such person may have or hereafter acquire under any applicable statute, provision of the Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding office. The corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advances, to the fullest extent not prohibited by the DGCL or any other applicable law.

 

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(f)            Survival of Rights. The rights conferred on any person by this Section will continue as to a person who has ceased to be a director or executive officer and will inure to the benefit of the heirs, executors and administrators of such a person.

 

(g)            Insurance. To the fullest extent permitted by the DGCL, or any other applicable law, the corporation, upon approval by the Board of Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Section.

 

(h)            Amendments. Any repeal or modification of this Section is only prospective and does not affect the rights under this Bylaw in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any agent of the corporation.

 

(i)            Saving Clause. If this Section or any portion hereof is invalidated on any ground by any court of competent jurisdiction, then the corporation will nevertheless indemnify each director and executive officer to the full extent not prohibited by any applicable portion of this Bylaw that has not been invalidated, or by any other applicable law. If this Section is invalid due to the application of the indemnification provisions of another jurisdiction, then the corporation will indemnify each director and executive officer to the full extent under applicable law.

 

(j)            Certain Definitions. For the purposes of this Section, the following definitions apply:

 

(1)           The term “proceeding” is to be broadly construed and includes, without limitation, the investigation, preparation, prosecution, defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative.

 

(2)           The term “expenses” is to be broadly construed and includes, without limitation, court costs, attorneys’ fees, witness fees, fines, amounts paid in settlement or judgment and any other costs and expenses of any nature or kind incurred in connection with any proceeding.

 

(3)           The term the “corporation” includes, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger that, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, stands in the same position under the provisions of this Section with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

 

(4)           References to a “director,” “executive officer,” “officer,” “employee,” or “agent” of the corporation include, without limitation, situations where such person is serving at the request of the corporation as, respectively, a director, executive officer, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise.

 

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(5)           References to “other enterprises” include employee benefit plans; references to “fines” include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” include any service as a director, officer, employee or agent of the corporation that imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan is deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this Section.

 

ARTICLE XII

 

NOTICES

 

Section 1.              Notices.

 

(a)           Notice to Stockholders. Without limiting the manner by which notice may otherwise be given effectively to stockholders under any agreement or contract with such stockholder, and except as otherwise required by law, written notice to stockholders for purposes other than stockholder meetings may be sent by United States mail or nationally recognized overnight courier, or by facsimile, telegraph or telex or by electronic mail or other electronic means.

 

(b)           Notice to Directors. Any notice required to be given to any director may be given by the method stated in paragraph (a) of this Section. If such notice is not delivered personally, it will be sent to such address as such director has filed in writing with the Secretary, or, in the absence of such filing, to the last known post office address of such director.

 

(c)            Affidavit of Mailing. An affidavit of mailing, executed by a duly authorized and competent employee of the corporation or its transfer agent appointed with respect to the class of stock affected or other agent, specifying the name and address or the names and addresses of the stockholder or stockholders, or director or directors, to whom any such notice or notices was or were given, and the time and method of giving the same, will in the absence of fraud, be prima facie evidence of the facts therein contained.

 

(d)           Methods of Notice. It is not necessary that the same method of giving notice be employed in respect of all recipients of notice, but one permissible method may be employed in respect of any one or more, and any other permissible method or methods may be employed in respect of any other or others.

 

(e)           Notice to Person with Whom Communication Is Unlawful. Whenever notice is required to be given, under any provision of law or of the Certificate of Incorporation or Bylaws of the corporation, to any person with whom communication is unlawful, the giving of such notice to such person is not required and there is no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting that is taken or held without notice to any such person with whom communication is unlawful has the same force and effect as if such notice had been duly given. In the event that the action taken by the corporation is such as to require the filing of a certificate under any provision of the DGCL, the certificate will state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

 

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(f)            Notice to Stockholders Sharing an Address. Except as otherwise prohibited under DGCL, any notice given under the provisions of DGCL, the Certificate of Incorporation or the Bylaws will be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. Such consent is deemed to have been given if such stockholder fails to object in writing to the corporation within 60 days of having been given notice by the corporation of its intention to send the single notice. Any consent is revocable by the stockholder by written notice to the corporation.

 

ARTICLE XIII

 

AMENDMENTS

 

Section 1.              Amendments. The Board of Directors is expressly empowered to adopt, amend or repeal Bylaws of the corporation. The stockholders also have power to adopt, amend or repeal the Bylaws of the corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the corporation required by law or by the Certificate of Incorporation, such action by stockholders requires the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of the capital stock of the corporation entitled to vote generally in the election of directors, voting together as a single class.

 

ARTICLE XIV

 

LOANS TO OFFICERS

 

Section 1.             Loans to Officers. Except as otherwise prohibited under applicable law, the corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiaries, including any officer or employee who is a Director of the corporation or its subsidiaries, whenever, in the judgment of the Board of Directors, such loan, guarantee or assistance may reasonably be expected to benefit the corporation. The loan, guarantee or other assistance may be with or without interest and may be unsecured, or secured in such manner as the Board of Directors approves, including, without limitation, a pledge of shares of stock of the corporation. Nothing in these Bylaws is deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

 

ARTICLE XV

 

MISCELLANEOUS

 

Section 1.              Annual Report.

 

(a)           The Board of Directors expressly waives any requirement to cause an annual report to be sent to each stockholder of the corporation after the close of the corporation’s fiscal year.

 

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(b)           If and so long as there are fewer than 100 holders of record of the corporation’s shares, the requirement of sending of an annual report to the stockholders of the corporation is hereby expressly waived.

 

Section 2.              Forum. Unless the corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have subject matter jurisdiction, the federal district court for the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporation; (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the corporation to the corporation or the corporation’s stockholders; (iii) any action asserting a claim against the corporation or any director or officer or other employee of the corporation arising pursuant to any provision of the DGCL, the certificate of incorporation or the Bylaws of the corporation; or (iv) any action asserting a claim against the corporation or any director or officer or other employee of the corporation governed by the internal affairs doctrine. To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the corporation shall be deemed to have notice of and consented to the provisions of this Section.

 

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EX1A-4 SUBS AGMT

Exhibit 4.1

SUBSCRIPTION AGREEMENT

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR

PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND STATE SECURITIES OR BLUE SKY LAWS. ALTHOUGH AN OFFERING STATEMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), THAT OFFERING STATEMENT DOES NOT INCLUDE THE SAME INFORMATION THAT WOULD BE INCLUDED IN A REGISTRATION STATEMENT UNDER THE ACT. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO SUBSCRIBER IN CONNECTION WITH THIS OFFERING OVER THE WEB-BASED PLATFORM MAINTAINED BY THE COMPANY (WWW.CALTIERINC.COM/REGA (THE “PLATFORM”) OR THROUGH CASTLE PLACEMENT, LLC (THE “BROKER”). ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

INVESTORS WHO ARE NOT “ACCREDITED INVESTORS” (AS THAT TERM IS DEFINED IN SECTION 501 OF REGULATION D PROMULGATED UNDER THE ACT) ARE SUBJECT TO LIMITATIONS ON THE AMOUNT THEY MAY INVEST, AS SET OUT IN SECTION 4. THE COMPANY IS RELYING ON THE REPRESENTATIONS AND WARRANTIES SET FORTH BY EACH SUBSCRIBER IN THIS SUBSCRIPTION AGREEMENT AND THE OTHER INFORMATION PROVIDED BY SUBSCRIBER IN CONNECTION WITH THIS OFFERING TO DETERMINE THE APPLICABILITY TO THIS OFFERING OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT.

THE OFFERING MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

THE COMPANY MAY NOT BE OFFERING THE SECURITIES IN EVERY STATE. THE OFFERING MATERIALS DO NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR JURISDICTION IN WHICH THE SECURITIES ARE NOT BEING OFFERED.

THE COMPANY RESERVES THE RIGHT IN ITS SOLE DISCRETION AND FOR ANY REASON WHATSOEVER TO MODIFY, AMEND AND/OR WITHDRAW ALL OR A PORTION OF THE OFFERING AND/OR ACCEPT OR REJECT IN WHOLE OR IN PART ANY PROSPECTIVE INVESTMENT IN THE SECURITIES OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE AMOUNT OF SECURITIES SUCH INVESTOR DESIRES TO PURCHASE. EXCEPT AS OTHERWISE INDICATED, THE OFFERING MATERIALS SPEAK AS OF THEIR DATE. NEITHER THE DELIVERY NOR THE PURCHASE OF THE SECURITIES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THAT DATE.

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TO:	CalTier, Inc.
	14269 Danielson St.
	Poway, CA, 92064

Ladies and Gentlemen:

1. Subscription.

(a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Non-Voting Common Stock (the “Securities”), of CalTier, Inc., a Delaware corporation (the “Company”), at a purchase price of $6.75 per Non-Voting Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $189.00, or 28 shares. The rights of the Non-Voting Common Stock are as set forth in the Company’s Certificate of Incorporation filed as an Exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).

(b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [_]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision.

(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.

(d) The aggregate number of Securities sold shall not exceed 444,444 (the “Maximum Offering”). This does not include shares that may be issued as “Bonus Shares” as described in the Offering Statement for no additional consideration. The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).

(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

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2. Purchase Procedure.

(a) Payment. The purchase price for the Securities shall be paid simultaneously with the execution and delivery to the Company of the signature page of this Subscription Agreement. Subscriber shall deliver a signed copy of this Subscription Agreement, along with payment for the aggregate purchase price of the Securities by a check for available funds made payable to “CalTier, Inc.”, by ACH electronic transfer or wire transfer to an account designated by the Company, or by any combination of such methods.

(b) Escrow arrangements. Payment for the Securities shall be received by North Capital Private Securities Corporation (the “Escrow Agent”) from the undersigned by transfer of immediately available funds, check or other means approved by the Company at least two days prior to the applicable Closing Date, in the amount as set forth in Appendix A on the signature page hereto. Upon such Closing Date, the Escrow Agent shall release such funds to the Company. The undersigned shall receive notice and evidence of the digital entry of the number of the Securities owned by undersigned reflected on the books and records of the Company and verified by Vertalo, Inc, (the “Transfer Agent”), which books and records shall bear a notation that the Securities were sold in reliance upon Regulation A.

3. Representations and Warranties of the Company.

The Company represents and warrants to Subscriber that the following representations and warranties are true and complete in all material respects as of the date of each Closing Date, except as otherwise indicated. For purposes of this Agreement, an individual shall be deemed to have “knowledge” of a particular fact or other matter if such individual is actually aware of such fact. The Company will be deemed to have “knowledge” of a particular fact or other matter if one of the Company’s current officers has, or at any time had, actual knowledge of such fact or other matter.

(a) Organization and Standing. The Company is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite power and authority to own and operate its properties and assets, to execute and deliver this Subscription Agreement, and any other agreements or instruments required hereunder. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.

(b) Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement has been duly authorized by all necessary corporate action on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable.

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The execution and delivery by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby (including the issuance, sale and delivery of the Securities) are within the Company’s powers and have been duly authorized by all necessary corporate action on the part of the Company. Upon full execution hereof as provided herein, this Subscription Agreement shall constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by considerations of public policy and by federal or state securities laws.

(c) No filings. Assuming the accuracy of the Subscriber’s representations and warranties set forth in Section 4 hereof, no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official is required by or with respect to the Company in connection with the execution, delivery and performance by the Company of this Subscription Agreement except (i) for such filings as may be required under Regulation A or under any applicable state securities laws, (ii) for such other filings and approvals as have been made or obtained, or (iii) where the failure to obtain any such order, license, consent, authorization, approval or exemption or give any such notice or make any filing or registration would not have a material adverse effect on the ability of the Company to perform its obligations hereunder.

(e) Capitalization. The authorized and outstanding securities of the Company immediately prior to the initial investment in the Securities is as set forth “Securities Being Offered” in the Offering Circular. Except as set forth in the Offering Circular, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), or agreements of any kind (oral or written) for the purchase or acquisition from the Company of any of its securities.

(f) Financial statements. Complete copies of the Company’s financial statements meeting the requirements of Form 1-A under the Securities Act (the “Financial Statements”) have been made available to the Subscriber and appear in the Offering Circular. The Financial Statements are based on the books and records of the Company and fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations and cash flows of the Company for the periods indicated. The auditing firm, or each firm, which has audited the Financial Statements, is an independent accounting firm within the rules and regulations adopted by the SEC.

(g) Proceeds. The Company shall use the proceeds from the issuance and sale of the Securities as set forth in “Use of Proceeds to Issuer” in the Offering Circular.

(h) Litigation. Except as set forth in the Offering Circular, there is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.

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4. Representations and Warranties of Subscriber. By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects as of such Subscriber’s respective Closing Date(s):

(a) Requisite Power and Authority. Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement, and other agreements required hereunder and to carry out their provisions. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement and other agreements required hereunder have been or will be effectively taken prior to the Closing Date. Upon their execution and delivery, this Subscription Agreement and other agreements required hereunder will be valid and binding obligations of Subscriber, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

(b) Investment Representations. Subscriber understands that the Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). Subscriber also understands that the Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Subscriber’s representations contained in this Subscription Agreement.

(c) Illiquidity and Continued Economic Risk. Subscriber acknowledges and agrees that there is no ready public market for the Securities and that there is no guarantee that a market for their resale will ever exist. Subscriber must bear the economic risk of this investment indefinitely and the Company has no obligation to list the Securities on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Securities. Subscriber acknowledges that Subscriber is able to bear the economic risk of losing Subscriber’s entire investment in the Securities. Subscriber also understands that an investment in the Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of Securities.

(d) Accredited Investor Status or Investment Limits. Subscriber represents that either:

(i) Subscriber is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. Subscriber represents and warrants that it meets one or more of the criteria set forth in Appendix A attached hereto; or

(ii) The purchase price of the Securities (including any fee to be paid by the Subscriber), together with any other amounts previously used to purchase Securities in this offering, does not exceed 10% of the greater of the Subscriber’s annual income or net worth.

Subscriber represents that to the extent it has any questions with respect to its status as an accredited investor, or the application of the investment limits, it has sought professional advice.

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(e) Shareholder information. Within five days after receipt of a request from the Company, the Subscriber hereby agrees to provide such information with respect to its status as a shareholder (or potential shareholder) and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become subject. Subscriber further agrees that in the event it transfers any Securities, it will require the transferee of such Securities to agree to provide such information to the Company as a condition of such transfer.

(f) Valuation. The Subscriber acknowledges that the price of the Securities was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value. The Subscriber further acknowledges that future offerings of Securities may be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation.

(g) Domicile. Subscriber maintains Subscriber’s domicile (and is not a transient or temporary resident) at the address shown on the signature page.

(h) No Brokerage Fees. There are no claims for brokerage commission, finders’ fees or similar compensation in connection with the transactions contemplated by this Subscription Agreement or related documents based on any arrangement or agreement binding upon Subscriber.

(i) Foreign Investors. If Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities. Subscriber’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of the Subscriber’s jurisdiction.

5. Survival of Representations and Indemnity. The representations, warranties and covenants made by the Subscriber herein shall survive the Termination Date of this Agreement. The Subscriber agrees to indemnify and hold harmless the Company and its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach of failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction.

6. Governing Law; Jurisdiction. This Subscription Agreement shall be governed and construed in accordance with the laws of the State of Delaware.

EACH OF THE SUBSCRIBER AND THE COMPANY CONSENTS TO THE JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE (OR, IF THE COURT OF CHANCERY DOES NOT HAVE SUBJECT MATTER JURISDICTION, THE FEDERAL DISTRICT COURT FOR THE STATE OF DELAWARE) AND NO OTHER PLACE AND IRREVOCABLY AGREES THAT, TO THE FULLEST EXTEND OF THE LAW, ALL ACTIONS OR PROCEEDINGS RELATING TO THIS SUBSCRIPTION AGREEMENT WILL BE LITIGATED IN SUCH COURTS.

7

EACH OF SUBSCRIBER AND THE COMPANY ACCEPTS FOR ITSELF AND HIMSELF AND IN CONNECTION WITH ITS AND HIS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS SUBSCRIPTION AGREEMENT. EACH OF SUBSCRIBER AND THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN THE MANNER AND IN THE ADDRESS SPECIFIED IN SECTION 7 AND THE SIGNATURE PAGE OF THIS SUBSCRIPTION AGREEMENT.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT OR TORT) ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE ACTIONS OF EITHER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. EACH OF THE PARTIES HERETO ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF SUCH PARTY. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SUBSCRIPTION AGREEMENT. IN THE EVENT OF LITIGATION, THIS SUBSCRIPTION AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. BY AGREEING TO THIS WAIVER, THE SUBSCRIBER IS NOT DEEMED TO WAIVE THE COMPANY’S COMPLIANCE WITH THE FEDERAL SECURITIES LAWS AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.

7. Notices. Notice, requests, demands and other communications relating to this Subscription Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given if and when (a) delivered personally, on the date of such delivery; or (b) mailed by registered or certified mail, postage prepaid, return receipt requested, in the third day after the posting thereof; or (c) emailed, telecopied or cabled, on the date of such delivery to the address of the respective parties as follows:

If to the Company, to: Matthew Belcher, CEO 14269 Danielson St. Poway, CA, 92064	with a required copy to: CrowdCheck Law, LLP
If to a Subscriber, to Subscriber’s address as shown on the signature page hereto.

or to such other address as may be specified by written notice from time to time by the party entitled to receive such notice. Any notices, requests, demands or other communications by telecopy or cable shall be confirmed by letter given in accordance with (a) or (b) above.

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8. Miscellaneous.

(a) All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities may require.

(b) This Subscription Agreement is not transferable or assignable by Subscriber.

(c) The representations, warranties and agreements contained herein shall be deemed to be made by and be binding upon Subscriber and its heirs, executors, administrators and successors and shall inure to the benefit of the Company and its successors and assigns.

(d) None of the provisions of this Subscription Agreement may be waived, changed or terminated orally or otherwise, except as specifically set forth herein or except by a writing signed by the Company and Subscriber.

(e) In the event any part of this Subscription Agreement is found to be void or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void or unenforceable part were never the subject of agreement.

(f) The invalidity, illegality or unenforceability of one or more of the provisions of this Subscription Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Subscription Agreement in such jurisdiction or the validity, legality or enforceability of this Subscription Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

(g) This Subscription Agreement supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof.

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(h) The terms and provisions of this Subscription Agreement are intended solely for the benefit of each party hereto and their respective successors and assigns, and it is not the intention of the parties to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other person.

(i) The headings used in this Subscription Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

(j) This Subscription Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

(k) If any recapitalization or other transaction affecting the stock of the Company is effected, then any new, substituted or additional securities or other property which is distributed with respect to the Securities shall be immediately subject to this Subscription Agreement, to the same extent that the Securities, immediately prior thereto, shall have been covered by this Subscription Agreement.

(l) No failure or delay by any party in exercising any right, power or privilege under this Subscription Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

[SIGNATURE PAGE FOLLOWS]

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CalTier, Inc.

SUBSCRIPTION AGREEMENT SIGNATURE PAGE

The undersigned, desiring to purchase Non-Voting Common Stock of CalTier, Inc., by executing this signature page, hereby executes, adopts and agrees to all terms, conditions and representations of the Subscription Agreement.

(a) The number of Non-Voting Common Stock the undersigned hereby irrevocably subscribes for is:	______________ (print number of Securities)
(b) The aggregate purchase price (based on a purchase price of $6.75 per Security) for the Non-Voting Common Stock the undersigned hereby irrevocably subscribes for is:	$_____________ (print aggregate purchase price)
(c) The Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of:
___________________________________________ (print name of owner or joint owners)

If the Securities are to be purchased in joint names, both Subscribers must sign:

_________________________________________________________ Signature _________________________________________________________ Name (Please Print) _________________________________________________________ Email address _________________________________________________________ Address _________________________________________________________ _________________________________________________________ Telephone Number _________________________________________________________ Social Security Number/EIN _________________________________________________________ Date

_____________________________________________________ Signature _____________________________________________________ Name (Please Print) _____________________________________________________ Email address _____________________________________________________ Address _____________________________________________________ _____________________________________________________ Telephone Number _____________________________________________________ Social Security Number _____________________________________________________ Date

* * * * *

This Subscription is accepted on _____________, 2023	CalTier, Inc.
	By:
		Name:
		Title:

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APPENDIX A

An accredited investor, as defined in Rule 501(a) of the Securities Act of 1933, as amended, includes the following categories of investor:

(1) 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 Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the 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 licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; 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 adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

(2) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;

(3) Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

(4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

(5) Any natural person whose individual net worth, or joint net worth with that person's spouse or spousal equivalent, exceeds $1,000,000.

(i) Except as provided in paragraph (5)(ii) of this section, for purposes of calculating net worth under this paragraph (5):

(A) The person's primary residence shall not be included as an asset;

(B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and

(C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability;

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(ii) Paragraph (5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that:

(A) Such right was held by the person on July 20, 2010;

(B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and

(C) The person held securities of the same issuer, other than such right, on July 20, 2010.

(6) 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 or spousal equivalent in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

(7) 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 §230.506(b)(2)(ii);

(8) Any entity in which all of the equity owners are accredited investors;

(9) Any entity, of a type of not listed in paragraphs (1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000;

(10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status;

(11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act;

(12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1):

(i) With assets under management in excess of $5,000,000,

(ii) That is not formed for the specific purpose of acquiring the securities offered, and

(iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and

(13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (12)(iii).

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EX1A-6 MAT CTRCT

Exhibit 6.1

Employment Agreement

This Employment Agreement (this "Agreement") is made effective as of December 01, 2022, by and between CalTier Inc ("CalTier"), of 14269 Danielson St, Poway St, California, 92064 and Travis Hook of [_].

A. CalTier is engaged in the business of crowdfunding, fintech and real estate Travis Hook will primarily perform the job duties at the following location: 14269 Danielson St, Poway, California.

B. CalTier desires to have the services of Travis Hook.

C. Travis Hook is willing to be employed by CalTier.

Therefore, the parties agree as follows:

EMPLOYMENT. CalTier shall employ Travis Hook as a(n) Chief Information Officer (CIO). Travis Hook shall provide to CalTier the following services: Responsible for assessing company needs and developing strategies and plans for meeting those needs. Responsible for the processes for all annual and multi-year planning, programming, analytics and budgeting decisions. Travis Hook accepts and agrees to such employment, and agrees to be subject to the general supervision, advice and direction of CalTier and CalTier's Board of Directors. Travis Hook shall also perform (i) such other duties as are customarily required to direct and manage all of the day-to-day operations of Travis Hook, and (ii) such other and unrelated services and duties as may be assigned to CalTier from time to time by CalTier.

BEST EFFORTS OF EMPLOYEE. Travis Hook agrees to perform faithfully, industriously, and to the best of Travis Hook's ability, experience, and talents, all of the duties that may be required by the express and implicit terms of this Agreement, to the reasonable satisfaction of CalTier. Such duties shall be provided at such place(s) as the needs, business, or opportunities of CalTier may require from time to time. Travis Hook shall devote his full business time to the rendition of such Services, subject to absences for customary vacations and for temporary illness. In addition, Travis Hook will not engage in any other gainful occupation which requires Travis Hook's personal attention and/or creates a conflict of interest with job responsibilities under this Agreement without the prior approval of the Board, with the exception that Travis Hook may personally trade in stock, bonds, securities, commodities or real estate investments for his own benefit.

COMPENSATION OF EMPLOYEE. As compensation for the services provided by Travis Hook under this Agreement, CalTier will pay Travis Hook an annual salary of $120,000.00 payable in accordance with CalTier's usual payroll procedures. Upon termination of this Agreement, payments under this paragraph shall cease; provided, however, that Travis Hook shall be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which Travis Hook has not yet been paid, and for any commission earned in accordance with CalTier's customary procedures, if applicable. Accrued vacation will be paid in accordance with state law and CalTier's customary procedures. This section of the Agreement is included only for accounting and payroll purposes and should not be construed as establishing a minimum or definite term of employment.

EXPENSE REIMBURSEMENT. CalTier will reimburse Travis Hook for "out-of-pocket" expenses incurred by Travis Hook in accordance with CalTier's policies in effect from time to time.

RECOMMENDATIONS FOR IMPROVING OPERATIONS. Travis Hook shall provide CalTier with all information, suggestions, and recommendations regarding CalTier's business, of which Travis Hook has knowledge, that will be of benefit to CalTier.

INTELLECTUAL PROPERTY RIGHTS. All information, ideas, concepts, improvements, discoveries, and inventions, whether patentable or not, which are conceived, made, developed or acquired by Travis Hook, individually or in conjunction with others, during Travis Hooks employment by CalTier (whether during business hours or otherwise and whether on CalTier's premises or otherwise) which relate to CalTier's business, products or services (including, without limitation, all such information relating to corporate opportunities, research, financial and sales data, pricing and trading terms, evaluations, opinions, interpretations, acquisition prospects, the identity of customers or their requirements, the identity of key contacts within the customer's organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names, and marks), and all writings or materials of any type embodying any of such items, shall be disclosed to CalTier and are and shall be the sole and exclusive property of CalTier.

TERM/TERMINATION. Travis Hook's employment under this Agreement shall be for an unspecified term on an "at will" basis. This Agreement may be terminated by CalTier upon 90 days written notice, and by Travis Hook upon 90 days written notice. If Travis Hook is in violation of this Agreement, CalTier may terminate employment with cause without notice and with compensation to Travis Hook only to the date of such termination. As used in this Agreement, the term "Cause" shall include, without limitation: insubordination; dishonest; fraud; serious dereliction of duty; criminal activity; acts of moral turpitude; conviction of a felony, plea of guilty or nolo contendere to a felony charge or any criminal act involving moral turpitude. The compensation paid under this Agreement shall be Travis Hook's exclusive remedy.

If Travis Hook's employment is terminated by CalTier without cause, Travis Hook shall continue to receive Travis Hooks base salary, bonus and benefits (including car allowance, health care and life insurance as applicable) for a period of _________________ from the effective date of termination (the "Severance Period").

If Travis Hook terminates this Agreement by providing appropriate notice, the Company, at its election, may (i) require Travis Hook to continue to perform Travis Hooks duties hereunder for the full notice period, or (ii) terminate Travis Hook 's employment at any time during such notice period, provided that any such termination shall not be deemed to be a termination without cause of Travis Hook 's employment by CalTier Inc. Unless otherwise provided by this Section, all compensation and benefits paid by CalTier Inc to Travis Hook shall cease upon his last day of employment.

TERMINATION FOR DISABILITY. CalTier shall have the option to terminate this Agreement, if Travis Hook becomes permanently disabled and is no longer able to perform the essential functions of the position with reasonable accommodation. CalTier shall exercise this option by giving 90 days written notice to Travis Hook.

Travis Hook will not be entitled to and shall not receive any compensation or benefits of any type following the effective date of termination except as available under any disability policy covering Travis Hook as of his termination date. "Permanently disabled" for the purposes of this Agreement means Travis Hook 's inability, due to physical or mental illness, to perform the essential functions of Travis Hooks job, with or without a reasonable accommodation, for the period of 60 during any one employment year.

TERMINATION DUE TO DEATH. Travis Hooks employment under this Agreement will terminate immediately upon Travis Hooks death and CalTier Inc shall not have any further liability or obligations to Travis Hook's estate, executors, heirs, assigns or any other person claiming under or through Travis Hooks estate, except that Travis Hook's estate shall receive any accrued but unpaid salary or bonuses and any life insurance benefits to be paid pursuant to Travis Hook's beneficiary designation.

COMPLIANCE WITH EMPLOYER'S RULES. Travis Hook agrees to comply with all of the rules and regulations of CalTier.

RETURN OF PROPERTY. Upon termination of this Agreement, Travis Hook shall deliver to CalTier all property which is CalTier's property or related to CalTier's business (including keys, records, notes, data, memoranda, models, and equipment) that is in Travis Hook's possession or under Travis Hook's control. Such obligation shall be governed by any separate confidentiality or proprietary rights agreement signed by Travis Hook.

NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or on the third day after being deposited in the United States mail, postage paid, addressed as follows:

Employer:

CalTier Inc

Matt Belcher

CEO

14269 Danielson St

Poway St, California 92064

Executive:

Travis Hook

[_]

Such addresses may be changed from time to time by either party by providing written notice in the manner set forth above.

BINDING AGREEMENT. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their heirs, personal representatives, successors and assigns. In the event CalTier Inc is acquired, is a non-surviving party in a merger, or transfers substantially all of its assets, this Agreement shall not be terminated and the transferee or surviving company shall be bound by the provisions of this Agreement. The parties understand that the obligations of Travis Hook are personal and may not be assigned by Travis Hook.

ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

AMENDMENT. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.

SEVERABILITY. If any provisions of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

APPLICABLE LAW. This Agreement shall be governed by the laws of the State of California.

SIGNATORIES. This Agreement shall be executed on behalf of CalTier Inc by Matt Belcher, CEO and by Travis Hook. The Agreement shall be effective as of the date first written above.

EMPLOYER:

CalTier Inc

CEO

By:	/s/ Matt Belcher	Date:	12/22/2022
	Matt Belcher
	CEO

AGREED TO AND ACCEPTED.

EXECUTIVE:

By:	/s/ Travis Hook	Date:	12/22/2022
	Travis Hook

EX1A-6 MAT CTRCT

Exhibit 6.2

Employment Agreement

This Employment Agreement (this “Agreement”) is made effective as of December 01, 2022, by and between CalTier Inc (“CalTier”), of 14269 Danielson St, Poway St, California, 92064 and Matt Belcher of [_].

A. CalTier is engaged in the business of crowdfunding, fintech and real estate Matt Belcher will primarily perform the job duties at the following location: 14269 Danielson St, Poway, California.

B. CalTier desires to have the services of Matt Belcher.

C. Matt Belcher is willing to be employed by CalTier.

Therefore, the parties agree as follows:

EMPLOYMENT. CalTier shall employ Matt Belcher as a(n) Chief Executive Officer (CEO). Matt Belcher shall provide to CalTier the following services: Responsible for the supervision of the overall business strategy and success of the company including the strategic directions to the team across the whole company. Matt Belcher accepts and agrees to such employment, and agrees to be subject to the general supervision, advice and direction of CalTier and CalTier’s Board of Directors. Matt Belcher shall also perform (i) such other duties as are customarily required to direct and manage all of the day-to-day operations of Matt Belcher, and (ii) such other and unrelated services and duties as may be assigned to CalTier from time to time by CalTier.

BEST EFFORTS OF EMPLOYEE. Matt Belcher agrees to perform faithfully, industriously, and to the best of Matt Belcher’s ability, experience, and talents, all of the duties that may be required by the express and implicit terms of this Agreement, to the reasonable satisfaction of CalTier. Such duties shall be provided at such place(s) as the needs, business, or opportunities of CalTier may require from time to time. Matt Belcher shall devote his full business time to the rendition of such Services, subject to absences for customary vacations and for temporary illness. In addition, Matt Belcher will not engage in any other gainful occupation which requires Matt Belcher’s personal attention and/or creates a conflict of interest with job responsibilities under this Agreement without the prior approval of the Board, with the exception that Matt Belcher may personally trade in stock, bonds, securities, commodities or real estate investments for his own benefit.

COMPENSATION OF EMPLOYEE. As compensation for the services provided by Matt Belcher under this Agreement, CalTier will pay Matt Belcher an annual salary of $120,000.00 payable in accordance with CalTier’s usual payroll procedures. Upon termination of this Agreement, payments under this paragraph shall cease; provided, however, that Matt Belcher shall be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which Matt Belcher has not yet been paid, and for any commission earned in accordance with CalTier’s customary procedures, if applicable. Accrued vacation will be paid in accordance with state law and CalTier’s customary procedures. This section of the Agreement is included only for accounting and payroll purposes and should not be construed as establishing a minimum or definite term of employment.

EXPENSE REIMBURSEMENT. CalTier will reimburse Matt Belcher for “out-of-pocket” expenses incurred by Matt Belcher in accordance with CalTier’s policies in effect from time to time.

RECOMMENDATIONS FOR IMPROVING OPERATIONS. Matt Belcher shall provide CalTier with all information, suggestions, and recommendations regarding CalTier’s business, of which Matt Belcher has knowledge, that will be of benefit to CalTier.

INTELLECTUAL PROPERTY RIGHTS. All information, ideas, concepts, improvements, discoveries, and inventions, whether patentable or not, which are conceived, made, developed or acquired by Matt Belcher, individually or in conjunction with others, during Matt Belchers employment by CalTier (whether during business hours or otherwise and whether on CalTier’s premises or otherwise) which relate to CalTier’s business, products or services (including, without limitation, all such information relating to corporate opportunities, research, financial and sales data, pricing and trading terms, evaluations, opinions, interpretations, acquisition prospects, the identity of customers or their requirements, the identity of key contacts within the customer’s organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names, and marks), and all writings or materials of any type embodying any of such items, shall be disclosed to CalTier and are and shall be the sole and exclusive property of CalTier.

TERM/TERMINATION. Matt Belcher’s employment under this Agreement shall be for an unspecified term on an “at will” basis. This Agreement may be terminated by CalTier upon 90 days written notice, and by Matt Belcher upon 90 days written notice. If Matt Belcher is in violation of this Agreement, CalTier may terminate employment with cause without notice and with compensation to Matt Belcher only to the date of such termination. As used in this Agreement, the term “Cause” shall include, without limitation: insubordination; dishonest; fraud; serious dereliction of duty; criminal activity; acts of moral turpitude; conviction of a felony, plea of guilty or nolo contendere to a felony charge or any criminal act involving moral turpitude. The compensation paid under this Agreement shall be Matt Belcher’s exclusive remedy.

If Matt Belcher’s employment is terminated by CalTier without cause, Matt Belcher shall continue to receive Matt Belchers base salary, bonus and benefits (including car allowance, health care and life insurance as applicable) for a period of _________________ from the effective date of termination (the “Severance Period”).

If Matt Belcher terminates this Agreement by providing appropriate notice, the Company, at its election, may (i) require Matt Belcher to continue to perform Matt Belchers duties hereunder for the full notice period, or (ii) terminate Matt Belcher ’s employment at any time during such notice period, provided that any such termination shall not be deemed to be a termination without cause of Matt Belcher ’s employment by CalTier Inc. Unless otherwise provided by this Section, all compensation and benefits paid by CalTier Inc to Matt Belcher shall cease upon his last day of employment.

TERMINATION FOR DISABILITY. CalTier shall have the option to terminate this Agreement, if Matt Belcher becomes permanently disabled and is no longer able to perform the essential functions of the position with reasonable accommodation. CalTier shall exercise this option by giving 90 days written notice to Matt Belcher.

Matt Belcher will not be entitled to and shall not receive any compensation or benefits of any type following the effective date of termination except as available under any disability policy covering Matt Belcher as of his termination date. “Permanently disabled” for the purposes of this Agreement means Matt Belcher ’s inability, due to physical or mental illness, to perform the essential functions of Matt Belchers job, with or without a reasonable accommodation, for the period of 60 during any one employment year.

TERMINATION DUE TO DEATH. Matt Belchers employment under this Agreement will terminate immediately upon Matt Belchers death and CalTier Inc shall not have any further liability or obligations to Matt Belcher’s estate, executors, heirs, assigns or any other person claiming under or through Matt Belchers estate, except that Matt Belcher’s estate shall receive any accrued but unpaid salary or bonuses and any life insurance benefits to be paid pursuant to Matt Belcher’s beneficiary designation.

COMPLIANCE WITH EMPLOYER’S RULES. Matt Belcher agrees to comply with all of the rules and regulations of CalTier.

RETURN OF PROPERTY. Upon termination of this Agreement, Matt Belcher shall deliver to CalTier all property which is CalTier’s property or related to CalTier’s business (including keys, records, notes, data, memoranda, models, and equipment) that is in Matt Belcher’s possession or under Matt Belcher’s control. Such obligation shall be governed by any separate confidentiality or proprietary rights agreement signed by Matt Belcher.

NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or on the third day after being deposited in the United States mail, postage paid, addressed as follows:

Employer:

CalTier Inc

Parker Smith

Chief Operating Officer (COO)

14269 Danielson St

Poway St, California 92064

Executive:

Matt Belcher

[_]

Such addresses may be changed from time to time by either party by providing written notice in the manner set forth above.

BINDING AGREEMENT. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their heirs, personal representatives, successors and assigns. In the event CalTier Inc is acquired, is a non-surviving party in a merger, or transfers substantially all of its assets, this Agreement shall not be terminated and the transferee or surviving company shall be bound by the provisions of this Agreement. The parties understand that the obligations of Matt Belcher are personal and may not be assigned by Matt Belcher.

ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

AMENDMENT. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.

SEVERABILITY. If any provisions of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

APPLICABLE LAW. This Agreement shall be governed by the laws of the State of California.

SIGNATORIES. This Agreement shall be executed on behalf of CalTier Inc by Parker Smith, Chief Operating Officer (COO) and by Matt Belcher. The Agreement shall be effective as of the date first written above.

EMPLOYER:

CalTier Inc

Chief Operating Officer (COO)

By:	/s/ Parker Smith	Date:	12/22/2022
	Parker Smith
	Chief Operating Officer (COO)

AGREED TO AND ACCEPTED.

EXECUTIVE:

By:	/s/ Matt Belcher	Date:	12/22/2022
	Matt Belcher

EX1A-6 MAT CTRCT

Exhibit 6.3

Employment Agreement

This Employment Agreement (this "Agreement") is made effective as of December 01, 2022, by and between CalTier Inc ("CalTier"), of 14269 Danielson St, Poway St, California, 92064 and Parker Smith of [_].

A. CalTier is engaged in the business of crowdfunding, fintech and real estate Parker Smith will primarily perform the job duties at the following location: 14269 Danielson St, Poway, California.

B. CalTier desires to have the services of Parker Smith.

C. Parker Smith is willing to be employed by CalTier.

Therefore, the parties agree as follows:

EMPLOYMENT. CalTier shall employ Parker Smith as a(n) Chief Operating Officer (COO). Parker Smith shall provide to CalTier the following services: Responsible for all day-to-day operations of the company. They oversee the operations, finance, human resources, marketing, and other departments. The COO ensures that the company meets its goals and objectives. Parker Smith accepts and agrees to such employment, and agrees to be subject to the general supervision, advice and direction of CalTier and CalTier's Board of Directors. Parker Smith shall also perform (i) such other duties as are customarily required to direct and manage all of the day-to-day operations of Parker Smith, and (ii) such other and unrelated services and duties as may be assigned to CalTier from time to time by CalTier.

BEST EFFORTS OF EMPLOYEE. Parker Smith agrees to perform faithfully, industriously, and to the best of Parker Smith's ability, experience, and talents, all of the duties that may be required by the express and implicit terms of this Agreement, to the reasonable satisfaction of CalTier. Such duties shall be provided at such place(s) as the needs, business, or opportunities of CalTier may require from time to time. Parker Smith shall devote his full business time to the rendition of such Services, subject to absences for customary vacations and for temporary illness. In addition, Parker Smith will not engage in any other gainful occupation which requires Parker Smith's personal attention and/or creates a conflict of interest with job responsibilities under this Agreement without the prior approval of the Board, with the exception that Parker Smith may personally trade in stock, bonds, securities, commodities or real estate investments for his own benefit.

COMPENSATION OF EMPLOYEE. As compensation for the services provided by Parker Smith under this Agreement, CalTier will pay Parker Smith an annual salary of $120,000.00 payable in accordance with CalTier's usual payroll procedures. Upon termination of this Agreement, payments under this paragraph shall cease; provided, however, that Parker Smith shall be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which Parker Smith has not yet been paid, and for any commission earned in accordance with CalTier's customary procedures, if applicable. Accrued vacation will be paid in accordance with state law and CalTier's customary procedures. This section of the Agreement is included only for accounting and payroll purposes and should not be construed as establishing a minimum or definite term of employment.

EXPENSE REIMBURSEMENT. CalTier will reimburse Parker Smith for "out-of-pocket" expenses incurred by Parker Smith in accordance with CalTier's policies in effect from time to time.

RECOMMENDATIONS FOR IMPROVING OPERATIONS. Parker Smith shall provide CalTier with all information, suggestions, and recommendations regarding CalTier's business, of which Parker Smith has knowledge, that will be of benefit to CalTier.

INTELLECTUAL PROPERTY RIGHTS. All information, ideas, concepts, improvements, discoveries, and inventions, whether patentable or not, which are conceived, made, developed or acquired by Parker Smith, individually or in conjunction with others, during Parker Smiths employment by CalTier (whether during business hours or otherwise and whether on CalTier's premises or otherwise) which relate to CalTier's business, products or services (including, without limitation, all such information relating to corporate opportunities, research, financial and sales data, pricing and trading terms, evaluations, opinions, interpretations, acquisition prospects, the identity of customers or their requirements, the identity of key contacts within the customer's organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names, and marks), and all writings or materials of any type embodying any of such items, shall be disclosed to CalTier and are and shall be the sole and exclusive property of CalTier.

TERM/TERMINATION. Parker Smith's employment under this Agreement shall be for an unspecified term on an "at will" basis. This Agreement may be terminated by CalTier upon 90 days written notice, and by Parker Smith upon 90 days written notice. If Parker Smith is in violation of this Agreement, CalTier may terminate employment with cause without notice and with compensation to Parker Smith only to the date of such termination. As used in this Agreement, the term "Cause" shall include, without limitation: insubordination; dishonest; fraud; serious dereliction of duty; criminal activity; acts of moral turpitude; conviction of a felony, plea of guilty or nolo contendere to a felony charge or any criminal act involving moral turpitude. The compensation paid under this Agreement shall be Parker Smith's exclusive remedy.

If Parker Smith's employment is terminated by CalTier without cause, Parker Smith shall continue to receive Parker Smiths base salary, bonus and benefits (including car allowance, health care and life insurance as applicable) for a period of _________________ from the effective date of termination (the "Severance Period").

If Parker Smith terminates this Agreement by providing appropriate notice, the Company, at its election, may (i) require Parker Smith to continue to perform Parker Smiths duties hereunder for the full notice period, or (ii) terminate Parker Smith 's employment at any time during such notice period, provided that any such termination shall not be deemed to be a termination without cause of Parker Smith 's employment by CalTier Inc. Unless otherwise provided by this Section, all compensation and benefits paid by CalTier Inc to Parker Smith shall cease upon his last day of employment.

TERMINATION FOR DISABILITY. CalTier shall have the option to terminate this Agreement, if Parker Smith becomes permanently disabled and is no longer able to perform the essential functions of the position with reasonable accommodation. CalTier shall exercise this option by giving 90 days written notice to Parker Smith.

Parker Smith will not be entitled to and shall not receive any compensation or benefits of any type following the effective date of termination except as available under any disability policy covering Parker Smith as of his termination date. "Permanently disabled" for the purposes of this Agreement means Parker Smith 's inability, due to physical or mental illness, to perform the essential functions of Parker Smiths job, with or without a reasonable accommodation, for the period of 60 during any one employment year.

TERMINATION DUE TO DEATH. Parker Smiths employment under this Agreement will terminate immediately upon Parker Smiths death and CalTier Inc shall not have any further liability or obligations to Parker Smith's estate, executors, heirs, assigns or any other person claiming under or through Parker Smiths estate, except that Parker Smith's estate shall receive any accrued but unpaid salary or bonuses and any life insurance benefits to be paid pursuant to Parker Smith's beneficiary designation.

COMPLIANCE WITH EMPLOYER'S RULES. Parker Smith agrees to comply with all of the rules and regulations of CalTier.

RETURN OF PROPERTY. Upon termination of this Agreement, Parker Smith shall deliver to CalTier all property which is CalTier's property or related to CalTier's business (including keys, records, notes, data, memoranda, models, and equipment) that is in Parker Smith's possession or under Parker Smith's control. Such obligation shall be governed by any separate confidentiality or proprietary rights agreement signed by Parker Smith.

NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or on the third day after being deposited in the United States mail, postage paid, addressed as follows:

Employer:

CalTier Inc

Matt Belcher

CEO

14269 Danielson St

Poway St, California 92064

Executive:

Parker Smith

[_]

Such addresses may be changed from time to time by either party by providing written notice in the manner set forth above.

BINDING AGREEMENT. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their heirs, personal representatives, successors and assigns. In the event CalTier Inc is acquired, is a non-surviving party in a merger, or transfers substantially all of its assets, this Agreement shall not be terminated and the transferee or surviving company shall be bound by the provisions of this Agreement. The parties understand that the obligations of Parker Smith are personal and may not be assigned by Parker Smith.

ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

AMENDMENT. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.

SEVERABILITY. If any provisions of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

APPLICABLE LAW. This Agreement shall be governed by the laws of the State of California.

SIGNATORIES. This Agreement shall be executed on behalf of CalTier Inc by Matt Belcher, CEO and by Parker Smith. The Agreement shall be effective as of the date first written above.

EMPLOYER:

CalTier Inc

CEO

By:	/s/ Matt Belcher	Date:	12/22/2022
	Matt Belcher
	CEO

AGREED TO AND ACCEPTED.

EXECUTIVE:

By:	/s/ Parker Smith	Date:	12/22/2022
	Parker Smith

EX1A-6 MAT CTRCT

Exhibit 6.4

PROMISSORY NOTE

USD $230,000	February 22, 2022
	San Diego, California

For value received, CalTier Realty, LLC, a California limited liability company (the “Maker”), promises to pay to Herts Investment International LLC (the “Holder”), the principal sum of USD Two Hundred Thirty Thousand Dollars ($230,000). Interest shall accrue on the unpaid principal amount at a rate of five percent (5%) per annum from the date the Maker receives the loan proceeds from the Holder. This Promissory Note (this “Note”) is subject to the following terms and conditions.

This Note is issued as part of a series of similar notes to be issued to certain persons and entities on or around the date of this Note.

1.            Payment Dates; Maturity. Subject to the Maker having sufficient cash flows as reasonably determined by the Maker’s managers, the unpaid principal amount of this Note plus unpaid accrued interest shall be due and payable by the Maker to the Holder as follows: (i) twenty percent (20%) of the unpaid principal amount of this Note plus unpaid accrued interest shall be due and payable on February 22, 2023; (ii) twenty percent (20%) of the unpaid principal amount of this Note plus unpaid accrued interest shall be due and payable on February 22, 2024; (iii) twenty percent (20%) of the unpaid principal amount of this Note plus unpaid accrued interest shall be due and payable on February 22, 2025; (iv) twenty percent (20%) of the unpaid principal amount of this Note plus unpaid accrued interest shall be due and payable on February 22, 2026; and (v) twenty percent (20%) of the unpaid principal amount of this Note plus unpaid accrued interest shall be due and payable on February 22, 2027 (the “Maturity Date”). Notwithstanding any other provision of this Note, the unpaid principal amount of this Note plus unpaid accrued interest shall become immediately due and payable upon a “Change of Control”. A “Change of Control” means a (i) a sale, conveyance or disposition of all or substantially all of the assets of the Maker in one or a series of related transactions or (ii) (A) reorganization, merger or consolidation of the Maker, or (B) sale or exchange of outstanding voting equity interests of the Maker, in each of case (A) and (B), in one or a series of related transactions in which the holders of the Maker’s voting equity interest immediately prior to such transaction or transactions hold less than fifty percent (50%) of the voting equity interests of the Maker or the resulting entity, as the case may be, immediately following such transactions.

2.            Payment; Prepayment. All payments shall be made in lawful money of the United States of America at such place as the Holder hereof may from time to time designate in writing to the Maker. Payment shall be credited first to the accrued interest then due and payable and the remainder applied to principal. Subject to the Maker having sufficient cash flows as reasonably determined by the Maker’s managers, the Maker shall be entitled to prepay this Note, in whole or in part, from time to time, prior to the Maturity Date without premium or penalty. All payments of principal and interest on this Note shall be made by wire transfer of immediately available funds to the Holder or as the Holder may otherwise direct to the Maker. If any payment of principal or interest on this Note is due on a day that is not a Business Day, such payment shall be due on the next succeeding Business Day. “Business Day” means any day other than a Saturday, Sunday or legal holiday in the State of California.

3.            Transfer; Successors and Assigns. The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. This Note may not be assigned by the Maker or the Holder without the other’s prior written consent. Subject to the previous sentence, this Note may be transferred only upon surrender of the original Note for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form satisfactory to the Maker. Thereupon, a new note for the same principal amount and interest will be issued to, and registered in the name of the transferee.

4.            Governing Law. This Note and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law.

5.            Amendments and Waivers. Any term of this Note may be amended only with the written consent of the Maker and the Holder.

6.            Events Of Default. The occurrence of any one or more of the following events shall constitute an event of default hereunder (“Event of Default”):

(a)           If the Maker shall fail to pay when due any payment of principal or interest on this Note within thirty (30) days of the due date thereof.

(b)          If the Maker shall (i) apply for, consent to, or suffer to exist the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or other fiduciary of itself or of all or a substantial part of its property, (ii) commence a voluntary case or proceeding under any state or federal bankruptcy laws (as now or hereafter in effect, the “Bankruptcy Laws”), (iii) acquiesce to, or fail to have dismissed, within ninety (90) days, any petition filed against it in any involuntary case under any Bankruptcy Law, or (iv) make an assignment for the benefit of its creditors.

7.            Remedies Upon Event of Default. Upon the occurrence of an Event of Default, the Holder at its option, may: (i) declare the entire unpaid principal balance and all unpaid accrued interest owing under this Note, due and payable immediately, without further presentment, demand, protest, notice, grace, or action of any nature whatsoever, all of which are specifically waived by the Maker; and (ii) pursue any and all other remedies available to the Holder at law or in equity. The Maker shall pay all reasonable costs and expenses incurred by or on behalf of the Holder in connection with the Holder’s exercise of any or all of its rights and remedies under this Note, including, without limitation, reasonable attorneys’ fees. Without limiting the provisions of Section 8, the Holder’s election not to take action at any time with respect to any Event of Default shall not constitute a waiver of the right to take action in the event of the occurrence of any subsequent Event of Default.

8.            Waiver. Neither any failure nor any delay by the Holder in exercising any right, power or privilege under this Note will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by applicable law, (a) no waiver that may be given by the Holder will be applicable except in the specific instance for which it is given, and (b) no notice to or demand on the Maker by the Holder will be deemed to be a waiver of any obligation of the Maker or of the right of the Holder to take further action without notice or demand as provided in this Note.

10.           Notices. All notices and other communications required or permitted by this Note shall be given in writing to the addresses set forth on the signature page hereto, or at such other addresses as the parties may notify each other.

11.           Severability. If any provision of this Note is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Note will remain in full force and effect. Any provision of this Note held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

12.           Construction. This Note shall not be construed against the party preparing it, but shall be construed as if all parties jointly prepared this Note and any uncertainty and ambiguity shall not be interpreted against any one party. The titles and captions in this Note are for convenience only and in no way define, limit, extend or modify the scope or intent of this Note.

13.           Usury. Notwithstanding any provision herein, the total liability for payments in the nature of interest shall not exceed the applicable limits imposed by any applicable state or federal interest rate laws. If any payments in the nature of interest are held to be in excess of the applicable limits imposed by any applicable state or federal laws, it is agreed that any such amount held to be in excess shall be considered payment of principal and the indebtedness evidenced thereby shall be reduced by such amount, or if such excessive interest exceeds the unpaid principal balance of this Note, such excess shall be refunded to Maker.

[signature page follows]

-2-

IN WITNESS WHEREOF, the Maker has executed and delivered this Note as of the date first stated above.

		MAKER:
		CalTier Realty, LLC
		By:	/s/ M Belcher
		Name:	Herts Investment International, LLC
		Title:	Manager
		By:	/s/ Travis Hook
		Name:	Travis Hook
		Title:	Manager
		By:	/s/ Parker Smith
		Name:	Parker Smith
		Title:	Manager
		Address:	5965 Village Way, Suite 105-142
			San Diego, CA 92130
ACKNOWLEDGED AND AGREED
HOLDER:
By:	/s/ M Belcher
Name:	Herts Investment International, LLC
Address:	5965 Village Way Ste 105 - 142
	San Diego, CA 92130

-3-

EX1A-6 MAT CTRCT

Exhibit 6.5

PROMISSORY NOTE

USD $230,000	February 22, 2022
	San Diego, California

For value received, CalTier Realty, LLC, a California limited liability company (the “Maker”), promises to pay to Parker Smith (the “Holder”), the principal sum of USD Two Hundred Thirty Thousand Dollars ($230,000). Interest shall accrue on the unpaid principal amount at a rate of five percent (5%) per annum from the date the Maker receives the loan proceeds from the Holder. This Promissory Note (this “Note”) is subject to the following terms and conditions.

This Note is issued as part of a series of similar notes to be issued to certain persons and entities on or around the date of this Note.

1.            Payment Dates; Maturity. Subject to the Maker having sufficient cash flows as reasonably determined by the Maker’s managers, the unpaid principal amount of this Note plus unpaid accrued interest shall be due and payable by the Maker to the Holder as follows: (i) twenty percent (20%) of the unpaid principal amount of this Note plus unpaid accrued interest shall be due and payable on February 22, 2023; (ii) twenty percent (20%) of the unpaid principal amount of this Note plus unpaid accrued interest shall be due and payable on February 22, 2024; (iii) twenty percent (20%) of the unpaid principal amount of this Note plus unpaid accrued interest shall be due and payable on February 22, 2025; (iv) twenty percent (20%) of the unpaid principal amount of this Note plus unpaid accrued interest shall be due and payable on February 22, 2026; and (v) twenty percent (20%) of the unpaid principal amount of this Note plus unpaid accrued interest shall be due and payable on February 22, 2027 (the “Maturity Date”). Notwithstanding any other provision of this Note, the unpaid principal amount of this Note plus unpaid accrued interest shall become immediately due and payable upon a “Change of Control”. A “Change of Control” means a (i) a sale, conveyance or disposition of all or substantially all of the assets of the Maker in one or a series of related transactions or (ii) (A) reorganization, merger or consolidation of the Maker, or (B) sale or exchange of outstanding voting equity interests of the Maker, in each of case (A) and (B), in one or a series of related transactions in which the holders of the Maker’s voting equity interest immediately prior to such transaction or transactions hold less than fifty percent (50%) of the voting equity interests of the Maker or the resulting entity, as the case may be, immediately following such transactions.

2.            Payment; Prepayment. All payments shall be made in lawful money of the United States of America at such place as the Holder hereof may from time to time designate in writing to the Maker. Payment shall be credited first to the accrued interest then due and payable and the remainder applied to principal. Subject to the Maker having sufficient cash flows as reasonably determined by the Maker’s managers, the Maker shall be entitled to prepay this Note, in whole or in part, from time to time, prior to the Maturity Date without premium or penalty. All payments of principal and interest on this Note shall be made by wire transfer of immediately available funds to the Holder or as the Holder may otherwise direct to the Maker. If any payment of principal or interest on this Note is due on a day that is not a Business Day, such payment shall be due on the next succeeding Business Day. “Business Day” means any day other than a Saturday, Sunday or legal holiday in the State of California.

3.            Transfer; Successors and Assigns. The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. This Note may not be assigned by the Maker or the Holder without the other’s prior written consent. Subject to the previous sentence, this Note may be transferred only upon surrender of the original Note for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form satisfactory to the Maker. Thereupon, a new note for the same principal amount and interest will be issued to, and registered in the name of the transferee.

4.            Governing Law. This Note and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law.

5.            Amendments and Waivers. Any term of this Note may be amended only with the written consent of the Maker and the Holder.

6.            Events Of Default. The occurrence of any one or more of the following events shall constitute an event of default hereunder (“Event of Default”):

(a)            If the Maker shall fail to pay when due any payment of principal or interest on this Note within thirty (30) days of the due date thereof.

(b)           If the Maker shall (i) apply for, consent to, or suffer to exist the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or other fiduciary of itself or of all or a substantial part of its property, (ii) commence a voluntary case or proceeding under any state or federal bankruptcy laws (as now or hereafter in effect, the “Bankruptcy Laws”), (iii) acquiesce to, or fail to have dismissed, within ninety (90) days, any petition filed against it in any involuntary case under any Bankruptcy Law, or (iv) make an assignment for the benefit of its creditors.

7.            Remedies Upon Event of Default. Upon the occurrence of an Event of Default, the Holder at its option, may: (i) declare the entire unpaid principal balance and all unpaid accrued interest owing under this Note, due and payable immediately, without further presentment, demand, protest, notice, grace, or action of any nature whatsoever, all of which are specifically waived by the Maker; and (ii) pursue any and all other remedies available to the Holder at law or in equity. The Maker shall pay all reasonable costs and expenses incurred by or on behalf of the Holder in connection with the Holder’s exercise of any or all of its rights and remedies under this Note, including, without limitation, reasonable attorneys’ fees. Without limiting the provisions of Section 8, the Holder’s election not to take action at any time with respect to any Event of Default shall not constitute a waiver of the right to take action in the event of the occurrence of any subsequent Event of Default.

8.            Waiver. Neither any failure nor any delay by the Holder in exercising any right, power or privilege under this Note will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by applicable law, (a) no waiver that may be given by the Holder will be applicable except in the specific instance for which it is given, and (b) no notice to or demand on the Maker by the Holder will be deemed to be a waiver of any obligation of the Maker or of the right of the Holder to take further action without notice or demand as provided in this Note.

10.           Notices. All notices and other communications required or permitted by this Note shall be given in writing to the addresses set forth on the signature page hereto, or at such other addresses as the parties may notify each other.

11.           Severability. If any provision of this Note is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Note will remain in full force and effect. Any provision of this Note held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

12.           Construction. This Note shall not be construed against the party preparing it, but shall be construed as if all parties jointly prepared this Note and any uncertainty and ambiguity shall not be interpreted against any one party. The titles and captions in this Note are for convenience only and in no way define, limit, extend or modify the scope or intent of this Note.

13.           Usury. Notwithstanding any provision herein, the total liability for payments in the nature of interest shall not exceed the applicable limits imposed by any applicable state or federal interest rate laws. If any payments in the nature of interest are held to be in excess of the applicable limits imposed by any applicable state or federal laws, it is agreed that any such amount held to be in excess shall be considered payment of principal and the indebtedness evidenced thereby shall be reduced by such amount, or if such excessive interest exceeds the unpaid principal balance of this Note, such excess shall be refunded to Maker.

[signature page follows]

-2-

IN WITNESS WHEREOF, the Maker has executed and delivered this Note as of the date first stated above.

		MAKER:
		CalTier Realty, LLC
		By:	/s/ M Belcher
		Name:	Herts Investment International, LLC
		Title:	Manager
		By:	/s/ Travis Hook
		Name:	Travis Hook
		Title:	Manager
		By:	/s/ Parker Smith
		Name:	Parker Smith
		Title:	Manager
		Address:	5965 Village Way, Suite 105-142
			San Diego, CA 92130
ACKNOWLEDGED AND AGREED
HOLDER:
By:	/s/ Parker Smith
Name:	Parker Smith
Address:	6104 Paseo Valla,
	Carlsbad, CA 92009

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EX1A-6 MAT CTRCT

Exhibit 6.6

PROMISSORY NOTE

USD $230,000 February 22, 2022

San Diego, California

For value received, CalTier Realty, LLC, a California limited liability company (the “Maker”), promises to pay to Travis Hook (the “Holder”), the principal sum of USD Two Hundred Thirty Thousand Dollars ($230,000). Interest shall accrue on the unpaid principal amount at a rate of five percent (5%) per annum from the date the Maker receives the loan proceeds from the Holder. This Promissory Note (this “Note”) is subject to the following terms and conditions.

This Note is issued as part of a series of similar notes to be issued to certain persons and entities on or around the date of this Note.

1.             Payment Dates; Maturity. Subject to the Maker having sufficient cash flows as reasonably determined by the Maker’s managers, the unpaid principal amount of this Note plus unpaid accrued interest shall be due and payable by the Maker to the Holder as follows: (i) twenty percent (20%) of the unpaid principal amount of this Note plus unpaid accrued interest shall be due and payable on February 22, 2023; (ii) twenty percent (20%) of the unpaid principal amount of this Note plus unpaid accrued interest shall be due and payable on February 22, 2024; (iii) twenty percent (20%) of the unpaid principal amount of this Note plus unpaid accrued interest shall be due and payable on February 22, 2025; (iv) twenty percent (20%) of the unpaid principal amount of this Note plus unpaid accrued interest shall be due and payable on February 22, 2026; and (v) twenty percent (20%) of the unpaid principal amount of this Note plus unpaid accrued interest shall be due and payable on February 22, 2027 (the “Maturity Date”). Notwithstanding any other provision of this Note, the unpaid principal amount of this Note plus unpaid accrued interest shall become immediately due and payable upon a “Change of Control”. A “Change of Control” means a (i) a sale, conveyance or disposition of all or substantially all of the assets of the Maker in one or a series of related transactions or (ii) (A) reorganization, merger or consolidation of the Maker, or (B) sale or exchange of outstanding voting equity interests of the Maker, in each of case (A) and (B), in one or a series of related transactions in which the holders of the Maker’s voting equity interest immediately prior to such transaction or transactions hold less than fifty percent (50%) of the voting equity interests of the Maker or the resulting entity, as the case may be, immediately following such transactions.

2.             Payment; Prepayment. All payments shall be made in lawful money of the United States of America at such place as the Holder hereof may from time to time designate in writing to the Maker. Payment shall be credited first to the accrued interest then due and payable and the remainder applied to principal. Subject to the Maker having sufficient cash flows as reasonably determined by the Maker’s managers, the Maker shall be entitled to prepay this Note, in whole or in part, from time to time, prior to the Maturity Date without premium or penalty. All payments of principal and interest on this Note shall be made by wire transfer of immediately available funds to the Holder or as the Holder may otherwise direct to the Maker. If any payment of principal or interest on this Note is due on a day that is not a Business Day, such payment shall be due on the next succeeding Business Day. “Business Day” means any day other than a Saturday, Sunday or legal holiday in the State of California.

3.             Transfer; Successors and Assigns. The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. This Note may not be assigned by the Maker or the Holder without the other’s prior written consent. Subject to the previous sentence, this Note may be transferred only upon surrender of the original Note for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form satisfactory to the Maker. Thereupon, a new note for the same principal amount and interest will be issued to, and registered in the name of the transferee.

4.             Governing Law. This Note and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law.

5.             Amendments and Waivers. Any term of this Note may be amended only with the written consent of the Maker and the Holder.

6.             Events Of Default. The occurrence of any one or more of the following events shall constitute an event of default hereunder (“Event of Default”):

(a)        If the Maker shall fail to pay when due any payment of principal or interest on this Note within thirty (30) days of the due date thereof.

(b)        If the Maker shall (i) apply for, consent to, or suffer to exist the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or other fiduciary of itself or of all or a substantial part of its property, (ii) commence a voluntary case or proceeding under any state or federal bankruptcy laws (as now or hereafter in effect, the “Bankruptcy Laws”), (iii) acquiesce to, or fail to have dismissed, within ninety (90) days, any petition filed against it in any involuntary case under any Bankruptcy Law, or (iv) make an assignment for the benefit of its creditors.

7.             Remedies Upon Event of Default. Upon the occurrence of an Event of Default, the Holder at its option, may: (i) declare the entire unpaid principal balance and all unpaid accrued interest owing under this Note, due and payable immediately, without further presentment, demand, protest, notice, grace, or action of any nature whatsoever, all of which are specifically waived by the Maker; and (ii) pursue any and all other remedies available to the Holder at law or in equity. The Maker shall pay all reasonable costs and expenses incurred by or on behalf of the Holder in connection with the Holder’s exercise of any or all of its rights and remedies under this Note, including, without limitation, reasonable attorneys’ fees. Without limiting the provisions of Section 8, the Holder’s election not to take action at any time with respect to any Event of Default shall not constitute a waiver of the right to take action in the event of the occurrence of any subsequent Event of Default.

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8.             Waiver. Neither any failure nor any delay by the Holder in exercising any right, power or privilege under this Note will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by applicable law, (a) no waiver that may be given by the Holder will be applicable except in the specific instance for which it is given, and (b) no notice to or demand on the Maker by the Holder will be deemed to be a waiver of any obligation of the Maker or of the right of the Holder to take further action without notice or demand as provided in this Note.

10.           Notices. All notices and other communications required or permitted by this Note shall be given in writing to the addresses set forth on the signature page hereto, or at such other addresses as the parties may notify each other.

11.           Severability. If any provision of this Note is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Note will remain in full force and effect. Any provision of this Note held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

12.           Construction. This Note shall not be construed against the party preparing it, but shall be construed as if all parties jointly prepared this Note and any uncertainty and ambiguity shall not be interpreted against any one party. The titles and captions in this Note are for convenience only and in no way define, limit, extend or modify the scope or intent of this Note.

13.           Usury. Notwithstanding any provision herein, the total liability for payments in the nature of interest shall not exceed the applicable limits imposed by any applicable state or federal interest rate laws. If any payments in the nature of interest are held to be in excess of the applicable limits imposed by any applicable state or federal laws, it is agreed that any such amount held to be in excess shall be considered payment of principal and the indebtedness evidenced thereby shall be reduced by such amount, or if such excessive interest exceeds the unpaid principal balance of this Note, such excess shall be refunded to Maker.

[signature page follows]

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IN WITNESS WHEREOF, the Maker has executed and delivered this Note as of the date first stated above.

MAKER:
CalTier Realty, LLC
By:	/s/ M Belcher
Name:	Herts Investment International, LLC
Title:	Manager
By:	/s/ Travis Hook
Name:	Herts Investment International, LLC
Title:	Manager
By:	/s/ Parker Smith
Name:	Parker Smith
Title:	Manager

Address:	5965 Village Way, Suite 105-142
	San Diego, CA 92130

ACKNOWLEDGED AND AGREED

HOLDER:

By:	/s/ Travis Hook
Name:	Travis Hook
Address:	3379 31st St. San Diego CA 92104

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EX1A-8 ESCW AGMT

Exhibit 8.1

ESCROW AGREEMENT

This Escrow Agreement (this “Agreement”), effective as of the effective date set forth on the signature page hereto (“Effective Date”), is entered into by the following:

(i) the issuer set forth on the signature page hereto (“Issuer”); and

(ii) the broker-dealer for Issuer’s offering set forth on the signature page hereto (“Manager”); and

(iii) North Capital Private Securities Corporation, a Delaware corporation, as the facilitator of escrow as set forth herein through the institution in Section 1(d) below as escrow agent (“NCPS”).

For purposes of this Agreement: (a) the above parties other than and excluding NCPS are referred to herein as “Issuer Party”; (b) references to “Issuer Party” in this Agreement shall include references to each Issuer Party individually, together and collectively, jointly and severally; and (c) Issuer Party, collectively with NCPS, are referred to herein as the “Parties” and each, a “Party”.

The following Exhibits are incorporated by reference into this Agreement:

Exhibit A – Contingent Offering (if applicable)

Exhibit B – Fees and Expenses

Recitals

A. NCPS is a broker-dealer registered with the U.S. Securities and Exchange Commission (“SEC”) and a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and the Securities Investor Protection Corporation (“SIPC”).

B. Issuer Party is engaging NCPS to serve as the facilitator of escrow as set forth herein through the institution in Section 1(d) below as escrow agent in connection with Issuer’s sale of debt, equity or hybrid securities (“Securities”) in an offering exempt from registration under the U.S. Securities Act of 1933, as amended (“Securities Act”), pursuant to Rule 506(b) of Regulation D, 506(c) of Regulation D, Regulation A or Regulation Crowdfunding, as indicated on the signature page hereto (“Offering”).

C. In accordance with the private placement memorandum, offering memorandum, Form 1-A or Form C applicable to the Offering provided by Issuer Party for dissemination to investors in connection with the Offering (“Offering Document”), subscribers to the Securities (“Subscribers”) will be required to submit full payment for their respective investments at the time they enter into subscription agreements.

D. In accordance with the Offering Document, all payments by Subscribers subscribing for Securities shall be sent directly to NCPS as the facilitator of escrow as set forth herein through the institution in Section 1(d) below as escrow agent, and NCPS by this Agreement agrees to accept, hold and promptly disburse or transmit such funds deposited with it with respect thereto (“Escrow Funds”) in accordance with the terms of this Agreement and in compliance with Rule 15c2-4 of the U.S. Securities Exchange Act of 1934, as amended (“Exchange Act”), and in the case of an Offering pursuant to Regulation Crowdfunding, Regulation Crowdfunding Rule 303(e), as applicable, and related SEC guidance and FINRA rules.

E. If the Offering is being made by Issuer on an “all-or-none” basis or on any other basis that contemplates payments to be made to Issuer only upon the occurrence of some further event or contingency as set forth in Exhibit A, as applicable, NCPS will promptly deposit any and all Escrow Funds NCPS receives into a separate bank escrow account as set forth in Section 1(d) below, for the persons or entities with a beneficial interest therein, until the appropriate event or contingency has occurred, at which time the Escrow Funds will be promptly transmitted to Issuer, else promptly returned to the persons or entities entitled thereto pursuant to Section 3 and 4 below.

F. NCPS will be a participant in the Offering for the limited purpose of facilitating escrow described in this Agreement, and if required by an Offering pursuant to Regulation Crowdfunding, NCPS will be the “qualified third party”, as defined in Regulation Crowdfunding Rule 303(e)(2). NCPS accepts no other role and assumes no other responsibilities related to the Offering, such as managing broker-dealer, placement agent, selling group member or referring broker-dealer, unless and until the roles and responsibilities are expressly delineated in a separately executed placement, managing broker, selling or referral agreement, as the case may be, if any.

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In consideration of the mutual representations, warranties and covenants contained in this Agreement, the Parties, intending to incorporate the foregoing Recitals into this Agreement and to be legally bound, agree as follows:

Agreement

1.       Definitions. Capitalized terms used in this Agreement and not otherwise defined above or elsewhere in this Agreement shall have the meanings as set forth below:

(a) “ACH” means Automated Clearing House.

(b) “Business Day” means a calendar day other than Saturday, Sunday or any public holiday when banks are closed for business in Delaware, Pennsylvania or Utah.

(c) “Cash Investment” means an amount in US Dollars equal to (i) the number of Securities to be purchased by a Subscriber, multiplied by (ii) the offering price per Security as set forth in the Offering Document.

(d) “Cash Investment Instrument” means, in full payment of the Cash Investment for the Securities to be purchased by a Subscriber, a check, money order or similar instrument made payable by Subscriber to the order of or endorsed to the order of:

NCPS/____________________________/________________ - Escrow Account

                (Offering Name*) (Subscriber Name**)

or wire transfer or ACH transmitted by Subscriber to the following account (“Escrow

Account”):

Institution: TriState Capital Bank

ABA: [_]

Account Name: North Capital Private Securities Corporation

Account Number: [_]

For Further Credit To: ________________________

                                              (Offering Name*)

                                      ________________________

                                             (Subscriber Name**)

or, if applicable to the Offering, funds transmission by credit or debit card or ACH through and subject to the terms and conditions of NCPS’s payment processing facilitation services.

*Offering Name as set forth on the signature page hereto.

**Subscriber Name as completed by Subscriber.

(e) “Expiration Date” means 12 months from the Effective Date, unless mutually extended by the Parties in writing (which may be via email).

(f) “Instruction Letter” means written instructions in a form acceptable to NCPS and executed by Issuer Party with Issuer Party directing NCPS to promptly disburse the Escrow Funds to Issuer pursuant to Section 4(a).

(g) “Minimum Offering” has the meaning as set forth on the signature page hereto.

(h) “Minimum Offering Notice” means, if applicable to an Offering, a written notification in a form acceptable to NCPS and signed by Issuer Party with Issuer Party representing to NCPS that: (i) subscriptions for at least the Minimum Offering have been received by Issuer; (ii) to the best of Issuer Party’s knowledge after due inquiry and review of Issuer Party’s records, Cash Investment Instruments in full payment for that number of Securities equal to or greater than the Minimum Offering have been received, deposited with and collected by NCPS; (iii) such subscriptions have not been withdrawn, rejected or otherwise terminated; and (iv) Subscribers have no statutory or regulatory rights of rescission without cause or all such rights have expired.

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(i) “NACHA” means National Automated Clearing House Association.

(j) “Subscription Accounting” means an accounting of all subscriptions for Securities received and accepted by Issuer Party as of the date of such accounting, indicating for each subscription Subscriber’s name and address, the number and total purchase price of subscribed Securities, the date of receipt by Issuer of the Cash Investment Instrument and notations of any nonpayment of the Cash Investment Instrument submitted with such subscription, any withdrawal of such subscription by Subscriber, any rejection of such subscription by Issuer Party or other termination, for whatever reason, of such subscription.

2.       Appointment of Facilitator of Escrow. Issuer Party hereby appoints NCPS to serve as the facilitator of escrow as set forth herein through the institution in Section 1(d) as escrow agent, and NCPS hereby accepts such appointment, in accordance with the terms of this Agreement. Issuer Party shall take all necessary steps to assure that all funds necessary to consummate the Transaction are deposited into the Escrow Account. Issuer Party shall not receive interest on the Escrow Funds and the Escrow Account shall be a non-interest bearing account as to Issuer Party.

3.       Deposits into Escrow Account.

(a)       Issuer Party shall direct Subscribers to, and Subscribers shall, directly deliver to NCPS all Cash Investment Instruments for deposit in the Escrow Account. Each such direction shall be accompanied by a Subscription Accounting.

ALL FUNDS DEPOSITED INTO THE ESCROW ACCOUNT PURSUANT TO THIS SECTION 3 SHALL REMAIN THE PROPERTY OF EACH SUBSCRIBER ACCORDING TO SUCH SUBSCRIBER’S INTEREST AND SHALL NOT BE SUBJECT TO ANY LIEN OR CHARGE BY NCPS OR BY JUDGMENT OR CREDITORS’ CLAIMS AGAINST ISSUER PARTY UNTIL RELEASED OR ELIGIBLE TO BE RELEASED TO ISSUER IN ACCORDANCE WITH SECTION 4(a). ISSUER PARTY SHALL NOT RECEIVE CASH INVESTMENT INSTRUMENTS DIRECTLY FROM SUBSCRIBERS.

(b)       Issuer Party understands and agrees that all Cash Investment Instruments received by NCPS pursuant to this Agreement are subject to collection requirements of presentment, clearing and final payment, and that the funds represented thereby cannot be drawn upon or disbursed until such time as final payment has been made and is no longer subject to dishonor. NCPS shall process each Cash Investment Instrument for collection promptly upon receipt, and the proceeds thereof shall be held as part of the Escrow Funds until disbursed in accordance with Section 4. If, upon presentment for payment, any Cash Investment Instrument is dishonored, NCPS’s sole obligation shall be to notify Issuer Party of such dishonor and, if applicable, to promptly return such Cash Investment Instrument to Subscriber. Notwithstanding, if for any reason any Cash Investment Instrument is uncollectible after payment or disbursement of the funds represented thereby has been made by NCPS, Issuer Party shall immediately reimburse NCPS upon receipt from NCPS of written notice thereof, including, without limitation, any fees or expenses with respect thereto, which NCPS may collect from Issuer Party pursuant to Section 10.

(c)       Upon receipt of any Cash Investment Instrument that represents payment of an amount less than or greater than the Cash Investment, NCPS’s sole obligation shall be to notify Issuer Party, depending upon the source of the of the Cash Investment Instrument, of such fact and to pay to Subscriber by the same method the amount of the Cash Investment received by NCPS from such Subscriber or promptly return to Subscriber such Subscriber’s Cash Investment Instrument upon receipt from Subscriber of any required payment instructions; provided that amounts in excess of $25,000 will be returned via wire transfer upon confirmation by NCPS of Subscriber’s account information.

(d)       NCPS shall not be obligated to accept, or present for payment, any Cash Investment Instrument that is not properly made payable or endorsed as set forth in Section 1(d).

(e)       Issuer Party shall, or cause Subscriber to, provide NCPS with information sufficient to effect such return to Subscriber as outlined in this Section 3, including, without limitation, updated payment information in the event a return to Subscriber for any reason cannot be made by the same method as received by NCPS.

(f)       In the event any party other than NCPS receives a Cash Investment Instrument, Issuer Party agrees to promptly, and in no event later than one Business Day after receipt, deliver or cause to be delivered such Cash Investment Instrument to NCPS for deposit into the Escrow Account.

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4.       Disbursement of Escrow Funds.

(a)       Subject to Section 3(b) and Section 10, NCPS shall promptly disburse in accordance with the Instruction Letter the liquidated value of the Escrow Funds from the Escrow Account to Issuer by wire transfer no later than one Business Day following receipt of the following documents:

(i) Minimum Offering Notice;

(ii) Subscription Accounting substantiating the fulfillment of the Minimum Offering;

(iii) Instruction Letter; and

(iv) such other certificates, notices or other documents as NCPS may reasonably require;

provided that NCPS shall not be obligated to disburse the liquidated value of the Escrow Funds to Issuer if NCPS has reason to believe that (A) Cash Investment Instruments in full payment for that number of Securities equal to or greater than the Minimum Offering have not been received, deposited with and collected by NCPS, or (B) any of the information or the certifications, representations, warranties or opinions set forth in the Minimum Offering Notice, Subscription Accounting, Instruction Letter or other certificates, notices or other documents are incorrect or incomplete. After the initial disbursement of Escrow Funds to Issuer pursuant to this Section 4(a), NCPS shall promptly disburse any additional funds received with respect to the Securities to Issuer by wire transfer no later than one Business Day after NCPS receives from or on behalf of Issuer (1) Issuer’s request for closing via NCPS’s online portal and (2) Issuer’s written verification that the subscriptions therefor are in good order.

Any ACH transaction must comply with all applicable laws, rules, regulations, codes and orders of applicable governmental, regulatory, judicial and law enforcement authorities and self-regulatory authorities (collectively, “Law”), including, without limitation, NACHA’s operating rules that apply to the ACH network as in effect from time to time. NCPS is not responsible for errors in the completion, accuracy or timeliness of any transfer properly initiated by NCPS in accordance with joint written instructions occasioned by the acts or omissions of any third party financial institution or a party to the transaction, or the insufficiency or lack of availability of funds on deposit in any account.

(b)       No later than three Business Days after receipt from Subscriber of any required payment instructions and receipt by NCPS of written notice: (i) from Issuer Party that Issuer Party intends to reject a Subscriber’s subscription; (ii) from Issuer Party that there will be no closing of the sale of Securities to Subscribers; (iii) from any federal or state regulatory authority that any application by Issuer to conduct a banking business has been denied; or (iv) from the SEC or any other federal or state regulatory authority that a stop or similar order has been issued with respect to the Offering Document and has remained in effect for at least 20 days, NCPS shall pay to each Subscriber by the same method the amount of the Cash Investment received by NCPS from such Subscriber or promptly return to Subscriber such Subscriber’s Cash Investment Instrument; provided that amounts in excess of $25,000 will be returned via wire transfer upon confirmation by NCPS of Subscriber’s account information.

(c)       Notwithstanding anything to the contrary contained herein, if NCPS shall not have received an Instruction Letter on or before the Expiration Date or the Termination Date (as defined below), subject to Section 5, NCPS shall, within three Business Days after such Expiration Date or Termination Date and receipt from Subscriber of any required payment instructions, and without any further instruction or direction from Issuer Party, pay to each Subscriber by the same method the amount of the Cash Investment received by NCPS from such Subscriber or promptly return to Subscriber such Subscriber’s Cash Investment Instrument; provided that amounts in excess of $25,000 will be returned via wire transfer upon confirmation by NCPS of Subscriber’s account information.

(d)       Issuer Party shall, or cause Subscriber to, provide NCPS with information sufficient to effect such payment or return to Subscriber as outlined in this Section 4, including, without limitation, updated payment information in the event a payment or return to Subscriber for any reason cannot be made by the same method as received by NCPS.

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5.       Suspension of Performance or Disbursement Into Court. If, at any time, (a) there shall exist any dispute between Issuer Party, NCPS, any Subscriber or any other person with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of NCPS hereunder, or (b) NCPS is unable to determine, to NCPS’s reasonable satisfaction, the proper disposition of all or any portion of the Escrow Funds or NCPS’s proper actions with respect to its obligations hereunder, or (c) Issuer Party has not within 30 days of NCPS’s notice of resignation pursuant to Section 7 appointed a successor provider of escrow services or agent to act hereunder, then NCPS may, in its reasonable discretion, take either or both of the following actions: (i) suspend the performance of any of its obligations (including, without limitation, any disbursement obligations) under this Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of NCPS or until a successor provider of escrow services or agent shall have been appointed (as the case may be); or (ii) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to NCPS, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by Law, pay into such court all funds held by it in the Escrow Funds for holding and disposition in accordance with the instructions of such court. NCPS shall have no liability to Issuer Party, any Subscriber or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of the Escrow Funds or any delay in or with respect to any other action required or requested of NCPS.

6.       No Commingling, Investment of Funds or Interest to Issuer Party. NCPS shall not: (a) commingle Escrow Funds received by it in escrow with funds of others that are not Escrow Funds, including funds received by NCPS in escrow in connection with any other offering of debt, equity or hybrid securities; or (b) invest such Escrow Funds. The Escrow Funds will be held in the Escrow Account, which shall not accrue interest in favor of Issuer Party or any Subscriber.

7.       Resignation of NCPS. NCPS may resign and be discharged from the performance of its duties hereunder at any time by giving 10 days prior written notice to Issuer Party specifying a date when such resignation shall take effect. Upon any such notice of resignation, Issuer Party shall appoint a successor provider of escrow services or agent hereunder prior to the effective date of such resignation. NCPS shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor provider of escrow services or agent, after making copies of such records as NCPS deems advisable. After any NCPS’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the facilitator of escrow under this Agreement.

8.       Role of NCPS as Facilitator of Escrow.

(a)       NCPS’s sole responsibility as a participant in the Offering under this Agreement is as the facilitator of escrow as set forth herein through the institution in Section 1(d) as escrow agent to facilitate the safekeeping with, and disbursement by, the escrow agent of the Escrow Funds, in accordance with the terms hereto. NCPS shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. NCPS may rely upon any notice, instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which NCPS shall believe to be genuine and to have been signed or presented by the person or parties purporting to sign the same. NCPS shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines by final unappealed or non-appealable order pursuant to Section 20(a) that NCPS’s fraud or gross negligence was the primary cause of any Losses (as defined below) to Issuer Party.

(b)       NCPS shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Agreement or the Offering Document, or to appear in, prosecute or defend any such legal action or proceeding.

(c)       NCPS shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Agreement, including, without limitation, the Offering Document. Without limiting the generality of the foregoing, NCPS shall not be responsible for or required to enforce any of the terms or conditions of any subscription agreement with any Subscriber or any other agreement between Issuer Party or any Subscriber. NCPS shall not be responsible or liable in any manner for the performance by Issuer or any Subscriber of their respective obligations under any subscription agreement nor shall NCPS be responsible or liable in any manner for the failure of Issuer Party or any third party (including any Subscriber) to honor any of the provisions of this Agreement.

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(d)       NCPS is authorized, in its sole discretion, to comply with orders issued or process entered by any court with respect to the Escrow Funds, without determination by NCPS of such court’s jurisdiction in the matter. If any portion of the Escrow Funds is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, NCPS is authorized, in its reasonable discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if NCPS complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. Notwithstanding the foregoing, to the extent legally permissible, NCPS shall provide Issuer Party with prompt notice of any such court order or similar demand and the opportunity to interpose an objection or obtain a protective order.

(e)       NCPS may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instruction of such counsel. Issuer Party shall promptly pay, upon demand, the fees and expenses of any such counsel.

(f)       By this Agreement, Subscribers are not customers of NCPS and NCPS shall have no obligation to determine a Subscriber’s suitability to participate in the Offering, whether the Offering complies with Law, verify a Subscriber’s identity or perform anti-money laundering, know your customer or other due diligence, such responsibilities being obligations of Issuer Party or Issuer Party’s agents. Notwithstanding, NCPS may ask Issuer Party to provide, and Issuer Party shall provide promptly upon NCPS’s request, certain information about Subscribers, including, but not limited to, name, physical address, tax identification number, organizational documents, certificates of good standing, financial statements, licenses to do business and other information that will help NCPS to identify and verify a Subscriber’s identity. Any further participation by NCPS in the Offering (if any) other than to facilitate escrow as set forth in this Agreement shall be governed by separate agreement.

(g)       NCPS makes no representation, warranty or covenant as to the compliance of any transaction related to the escrow with any Law. NCPS shall not be responsible for the application or use of any funds released from the Escrow Account pursuant to this Agreement.

9.       Indemnification of NCPS.

(a)       Issuer Party (including Issuer Party’s affiliates, collectively, the “Indemnifying Party”) agrees (and agrees to cause the other Indemnifying Parties) jointly and severally and at their own cost and expense to release, indemnify, defend and hold harmless NCPS and its affiliates and their respective directors, officers, employees, agents, representatives, advisors and consultants, and their respective successors and assigns (each, an “NCPS Parties”), to the fullest extent permitted by Law, from and against (and no NCPS Party shall be liable for) any Losses, joint or several, in connection with all actions (including equity owner actions), claims, disputes, inquiries, indemnification, proceedings, investigations and other legal process regardless of the source (collectively, “Actions”) arising out of or relating to the offering of securities, this Agreement, the provision of NCPS’s services hereunder or the engagement of NCPS hereunder (including, without limitation, any breach or alleged breach of this Agreement or any representation, warranty or covenant herein, any breach or alleged breach of Law or any rejection of a Cash Investment, or the suspension of performance or disbursement into court pursuant to Section 5), and will reimburse NCPS Parties for all expenses (including attorneys’ fees) as they are incurred by NCPS Parties in connection with investigating, preparing, defending or appearing as a third party witness in connection with any such Action whether or not related to a pending or threatened Action in which NCPS is a party. Notwithstanding, Issuer Party will not be responsible for any Losses that are finally judicially determined by unappealed or non-appealable order pursuant to Section 20(a) to have resulted primarily from NCPS’s fraud or gross negligence, and NCPS agrees to immediately refund any payments made to an NCPS Party upon such determination. “Losses” means any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including, without limitation, reasonable attorneys’ fees, the costs of enforcing any right hereunder, the costs of pursuing any insurance providers, the costs of collection and the costs of defending against or appearing as a witness, whether direct, indirect, consequential or otherwise. Indemnifying Parties shall pay to NCPS Parties all amounts due under this Section 9 promptly after written demand therefor.

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(b)       In the event NCPS performs any service not specifically provided hereinabove, or that there is any assignment or attachment of any interest in the subject matter of this escrow or any modification thereof, or that any controversy arises hereunder, or that NCPS is made a party to, or intervenes in, any dispute pertaining to this escrow or the subject matter hereof, NCPS shall be reasonably compensated therefor and reimbursed for all costs and expenses occasioned thereby; and Issuer Party hereto agree jointly and severally to pay the same and to jointly and severally and at their own cost and expense release, indemnify, defend and hold harmless the NCPS Parties pursuant to subsection (a) above, it being understood and agreed that NCPS may interplead the subject matter of this escrow into any court of competent jurisdiction, and the act of such interpleader shall immediately relieve NCPS of any duties, liabilities or responsibilities.

(c)       For the sole purpose of enforcing and otherwise giving effect to the provisions of this Section 9, Issuer Party hereby consents to personal jurisdiction and service and venue in any court in which any claim that is subject to this Agreement is brought against any NCPS Party.

(d)       If an Action is commenced or threatened and is ultimately settled, Issuer Party shall use its best efforts to cause NCPS, by name, and the other NCPS Parties, by description, to be included in any release or settlement agreement, whether or not NCPS and the other NCPS Parties are named as defendants in such Action.

10.       Compensation to NCPS.

(a)       Issuer Party shall pay or cause to be paid to NCPS for its services as the facilitator of escrow as outlined in Exhibit B, which may be updated from time to time by NCPS by providing written notice to Issuer Party. Issuer Party’s obligation to pay such fees to NCPS and reimburse NCPS for such expenses is not conditioned upon a successful closing. Upon Issuer Party’s request, NCPS will provide Issuer Party with copies of all relevant invoices, receipts or other evidence of such expenses. The obligations of Issuer Party under this Section 10 shall survive any termination of this Agreement and the resignation or removal of NCPS.

(b)       All of the compensation and reimbursement obligations shall be payable by Issuer Party upon demand by NCPS and will be charged automatically by NCPS to the credit card or other payment method indicated on the signature page to this Agreement or as otherwise agreed by the Parties. Issuer Party consents to NCPS retaining and using Issuer Party’s payment information for future invoices and as provided in this Agreement. Issuer Party agrees and acknowledges that NCPS and its third party vendors may retain and use Issuer Party’s payment information to facilitate the payments provided for in this Agreement. Issuer Party agrees to provide NCPS written notice (which may be via email) of any update or changes to Issuer Party’s payment information. Absent current payment information, Issuer Party shall make, or cause to be made, all payments to NCPS within 10 days of receiving an invoice therefor. All payments made to NCPS shall be in US dollars in immediately available funds.

(c)       If Issuer Party fails to make any payment when due then, in addition to all other remedies that may be available: (a) NCPS may charge interest on the past due amount at the rate of 1.5% per month, calculated daily and compounded monthly, or if lower, the highest rate permitted under Law, which Issuer Party shall pay; such interest may accrue after as well as before any judgment relating to collection of the amount due; and (b) Issuer Party shall reimburse, or cause to be reimbursed, NCPS for all costs incurred by NCPS in collecting any late payments or interest, including attorneys’ fees, court costs and collection agency fees; provided that cumulative late payments are subject to the overall limits as may be required by Law as set forth in Exhibit B.

(d)       Only upon the fulfillment of the Minimum Offering, and only when Escrowed Funds are released or eligible to be released to Issuer in accordance with Section 4(a), and otherwise in compliance with Law, NCPS is authorized to and may disburse from time to time, to itself or to any NCPS Party from the Escrow Funds (but only to the extent of Issuer’s rights thereto), the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which NCPS or any NCPS Party is entitled to seek indemnification pursuant to Section 9 hereof). NCPS shall notify Issuer Party of any disbursement from the Escrow Funds to itself or to any NCPS Party in respect of any compensation or reimbursement hereunder and shall furnish to Issuer copies of all related invoices and other statements.

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(e)       Only upon the fulfillment of the Minimum Offering, and only when Escrowed Funds are released or eligible to be released to Issuer in accordance with Section 4(a), and otherwise in compliance with Law, Issuer shall grant to NCPS and the NCPS Parties a security interest in and lien upon such Escrow Funds (but only to the extent of Issuer’s rights thereto) to secure all obligations hereunder, and NCPS and the NCPS Parties shall have the right to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section 9 hereof) against the Escrow Funds (but only to the extent of Issuer’s rights thereto). If for any reason the Escrow Funds available to NCPS and the NCPS Parties pursuant to such security interest or right of offset are insufficient to cover such compensation and reimbursement, Issuer Party shall promptly pay such amounts to NCPS and the NCPS Parties upon receipt of an itemized invoice.

11.       Representations and Warranties.

(a)       Issuer Party jointly and severally represents, warrants and covenants to NCPS as of the Effective Date and at all times during the Term, including, without limitation, at the time of any deposit to or disbursement from the Escrow Funds:

(i)       Issuer Party is an entity duly organized, validly existing and in good standing under the laws of the state where it was formed. Issuer Party has all requisite power and authority to own those properties and conduct those businesses presently owned or conducted by it. Issuer Party is duly qualified to do business and is in good standing in all jurisdictions in which its ownership of property or the character of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on Issuer Party or Issuer Party’s business.

(ii)       Issuer Party has full power and authority to enter into and perform this Agreement. This Agreement has been duly executed by Issuer Party and constitutes the legal, valid, binding, and enforceable obligation of Issuer Party, enforceable against Issuer Party in accordance with its terms. The execution, delivery and performance of this Agreement does not and will not: (A) conflict with or violate any of the terms of any organizational or governance document, stakeholder agreement, any court order or administrative ruling or decree to which it is a party or any of its property is subject, any agreement, contract, indenture, or other binding arrangement to which it is a party or any of its property is subject or any Law; or (B) conflict with, or result in a breach or termination of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any agreement, obligation or instrument by which Issuer Party is bound or to which any property of Issuer Party is subject, or constitute a default thereunder. The execution, delivery and performance of this Agreement is consistent with and accurately described in the Offering Document as set forth in Section 4(b) and Section 4(c) and has been properly described therein.

(iii)       Issuer Party acknowledges that the status of NCPS is that of agent only for the limited purposes set forth herein to facilitate escrow as set forth herein through the institution in Section 1(d) as escrow agent, and if required by an Offering pursuant to Regulation Crowdfunding, NCPS will be the “qualified third party”, as defined in Regulation Crowdfunding Rule 303(e)(2), and hereby represents and covenants that no representation or implication shall be made that NCPS has investigated the desirability or advisability of investment in the Securities or has approved, endorsed or passed upon the merits of the investment therein and that the name of NCPS has not and shall not be used in any manner in connection with the offer or sale of the Securities other than to state that NCPS has agreed to serve as the facilitator of escrow for the limited purposes set forth herein. Issuer Party shall comply with all Law in connection with the offering of the Securities. By this Agreement, NCPS accepts no other role and assumes no other responsibilities related to the Offering, including, without limitation, managing broker-dealer, placement agent, selling group member or referring broker-dealer.

(iv)       Issuer Party has the obligation to, and shall, determine a Subscriber’s suitability to participate in the Offering, make sure the Offering complies with Law and the Offering Document, verify a Subscriber’s identity and perform anti-money laundering, know your customer and any other due diligence in connection with the transactions contemplated by the Offering. The Offering and any offer or sale in the Offering complies with or is exempt from all applicable registrations or qualification requirements, including, without limitation, those of the SEC or state securities regulatory authorities.

(v)       No person or entity other than the Parties and the prospective Subscribers have, or shall have, any lien, claim or security interest in the Escrow Funds or any part thereof. No financing statement under the Uniform Commercial Code is on file in any jurisdiction claiming a security interest in or describing (whether specifically or generally) the Escrow Funds or any part thereof.

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(vi)       Any deposit with NCPS by NCPS and/or Issuer Party of Cash Investment Instruments pursuant to Section 3 shall be deemed a representation and warranty by Issuer Party that such Cash Investment Instrument represents a bona fide sale to such Subscriber of the amount of Securities set forth therein in accordance with the terms of the Offering Document.

(vii)       In the event Issuer is a Series LLC and/or a series of a Series LLC, Issuer Party shall allocate and/or cause to be allocated any disbursement of Escrow Funds under this Agreement to the appropriate series, and perform any reporting and sub-accounting, all as required by and in compliance with Law and the Offering Document.

(viii)       To the extent Issuer Party will be sharing personal or financial information of a third party with NCPS in connection with this Agreement, Issuer Party shall maintain and obtain the agreement of each such third party, which shall permit the sharing of such third party’s information with NCPS and its affiliates and service providers for NCPS and its affiliates and service providers to use, disclose and retain it in connection with this Agreement and the provision of the services hereunder and as required by Law. NCPS shall be a third party beneficiary to such agreement.

(ix)       Issuer Party’s representations, warranties and covenants are continuing and deemed to be reaffirmed each time Issuer Party provides NCPS with any instructions in connection with the Escrow Account. Issuer Party shall immediately notify NCPS if any representation, warranty or covenant ceases to be true, correct, accurate and complete.

(x)       Issuer Party shall provide NCPS with immediate notice of any Action (as defined below), threatened Action or facts or circumstances that could lead to any Action involving Issuer Party, its agents or the Offering.

(b)       NCPS represents, warrants and covenants to Issuer Party as of the Effective Date and at all times during the Term, including, without limitation, at the time of any deposit to or disbursement from the Escrow Funds:

(i)       NCPS is an entity duly organized, validly existing and in good standing under the laws of the State of Delaware. NCPS is a broker-dealer registered with the SEC and a member of FINRA and SIPC.

(ii)       NCPS has full power and authority to enter into and perform this Agreement. This Agreement has been duly executed by NCPS and constitutes the legal, valid, binding, and enforceable obligation of NCPS, enforceable against NCPS in accordance with its terms.

(iii)       NCPS’s representations, warranties and covenants are continuing and deemed to be reaffirmed each time Issuer Party provides NCPS with any instructions in connection with the Escrow Account. NCPS shall promptly notify Issuer Party if any representation, warranty or covenant ceases to be true, correct, accurate and complete.

12.       Disclaimer of Advice. Issuer Party is NCPS’s sole customer pursuant to this Agreement. By this Agreement, NCPS is not undertaking to provide any recommendations or advice to any party, including any Subscriber who may be a retail investor, in connection with any offering of securities, NCPS’s engagement hereunder or its provision of the services contemplated by this Agreement (including, without limitation, business, investment, solicitation, legal, accounting, regulatory or tax advice). Issuer Party understands that it will be solely responsible for ensuring that any offering and any sale of securities complies with all Law. Issuer Party acknowledges and agrees that it will rely on its own judgment in using NCPS’s services.

13.       Survival. Notwithstanding the expiration or termination of this Agreement or the resignation or removal of NCPS as the facilitator of escrow, the Parties shall continue to be bound by the provisions of this Agreement that reasonably require some action or forbearance (or are required to implement such action or forbearance) after such expiration or termination, including, but not limited to, those related to fees and expenses, indemnities, limitations of and exclusions to NCPS’s liability, warranties, choice of law, jurisdiction and dispute resolution and such provisions shall remain operative and in full force and effect and shall survive any disbursement of Escrow Funds and the expiration or termination of this Agreement. Except as the context otherwise requires, all representations, warranties and covenants of Issuer Party contained in this Agreement shall be deemed to be representations, warranties and covenants during the Term, and such representations, warranties and covenants shall remain operative and in full force and effect and shall survive the sale of, and payment for, the securities and the expiration or termination of this Agreement to the extent required for the enforcement thereof.

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14.       Assignment. Except as provided in Section 17, no Party shall assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or contract or otherwise, without each other Party’s prior written consent; provided NCPS may assign or otherwise transfer its rights, or delegate or otherwise transfer its obligations or performance, under this Agreement pursuant to Section 7 or to an affiliated provider of escrow services or agent without any other Party’s consent. Any purported assignment, delegation or transfer in violation of this Section 14 is void. Subject to this Section 14, this Agreement is binding upon and inures to the benefit of the Parties and their respective successors and permitted assigns irrespective of any change with regard to the name of or the personnel of any Party.

15.       Entirety. This Agreement incorporates by reference NCPS’s and its affiliates’ data privacy policies and website terms of use, as posted on NCPS’s and its affiliates’ website from time to time, with which Issuer Party shall, and shall cause issuers to, comply. This Agreement (including all exhibits, all schedules and NCPS’s and its affiliates’ data privacy policies and website terms of use) constitutes the sole and entire agreement between the Parties with respect to the acceptance, collection, holding, investment and disbursement of the Escrow Funds and sets forth in their entirety the obligations and duties of NCPS with respect to the Escrow Funds and supersedes and merges all prior and contemporaneous proposals, understandings, agreements, representations and warranties, both written and oral, between the Parties relating to such subject matter.

16.       Amendment; Waiver. Except as set forth in Section 7, Section 14 and Section 22, no amendment to or modification of this Agreement will be effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

17.       Term and Termination.

(a)       The term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof (“Term”), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds.

(b)       Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS’s current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days’ prior written notice to each other Party.

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(c)       No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS’s invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.

18.       Dealings. NCPS and any stockholder, director, officer or employee of NCPS may buy, sell and deal in any of the securities of Issuer Party and become pecuniary interested in any transaction in which Issuer Party may be interested, and contract and lend money to Issuer and otherwise act as fully and freely as though it were not the facilitator of escrow under this Agreement. Nothing herein shall preclude NCPS from acting in any other capacity for Issuer Party or any other entity.

19.       Compliance with Law; Further Assurances. The Parties expressly agree that, to the extent that the existing law relating to this Agreement changes, and such change affects this Agreement, they will reform the affected portion of this Agreement to comply with the change. Each Party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes of this Agreement.

20.       Choice of Law, Jurisdiction and Dispute Resolution.

(a)       This Agreement shall be governed by and construed under the laws of the State of Delaware, without giving effect to its choice of law, conflict of laws or “borrowing”, statutes, rules, principles and precedent. The Parties irrevocably consent to the exclusive jurisdiction of the state and federal courts located in the State of Utah, County of Salt Lake.

(b)       Each Party acknowledges and agrees that a breach or threatened breach by a Party of any of its obligations under this Agreement may cause any other Party irreparable harm for which monetary damages may not be an adequate remedy and agrees that, in the event of such breach or threatened breach, any other Party will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies and any other remedies set forth in this Agreement are not exclusive and are cumulative in addition to all other remedies that may be available at law, in equity or otherwise.

(c)       TO THE FULLEST EXTENT PERMITTED BY LAW, THE COLLECTIVE AGGREGATE LIABILITY OF THE NCPS PARTIES UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, TO ISSUER PARTY, ANY OTHER PARTY OR THIRD PARTY, UNDER ANY LEGAL OR EQUITABLE THEORY, WHETHER ARISING OUT OF TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, STRICT LIABILITY, INDEMNIFICATION, BREACH OF STATUTORY DUTY, BREACH OF WARRANTY, RESTITUTION OR OTHERWISE, WHETHER BROUGHT DIRECTLY OR AS A THIRD PARTY CLAIM, SHALL BE LIMITED TO THE LESSER OF (A) $1,000 OR (B) THE AMOUNT OF FEES PAID BY ISSUER PARTY TO AND RECEIVED BY NCPS DURING THE SIX MONTHS PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE ACCRUAL OF THE ACTION.

(d)       Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any ACTION arising out of or relating to this Agreement or the transactions contemplated hereby. To the full extent permitted by law, no legal proceeding shall be joined with any other or decided on a class-action basis.

(e)       Subject to Section 20(c), in any Action, by which one Party either seeks to enforce this Agreement or seeks a declaration of any rights or obligations under this Agreement, the non-prevailing Party will pay the prevailing Party’s costs and expenses, including, but not limited to, reasonable attorneys’ fees.

(f)       None of the NCPS Parties shall be liable to any Issuer Party or to anyone else for any special, exemplary, indirect, incidental, consequential or punitive damages of any kind or for any costs of procurement of substitution of services or any lost profits, lost business, trading losses, loss of use of data or interruption of business or services arising out of this Agreement, including, without limitation, any breach of this Agreement or any services performed, regardless of the basis of liability.

(g)       At NCPS’s or its affiliate’s determination, a breach under this Agreement by Issuer Party will constitute a default by Issuer Party or its affiliates under any other agreements any of them have then in effect with NCPS or its affiliates and vice versa.

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(h)       All rights and remedies of NCPS in this Agreement will be in addition to all other rights and remedies available at law or in equity and shall survive any expiration or termination of this Agreement.

21.       Notices; Consent to Electronic Communications. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement (“notices”) have binding legal effect only if in writing and addressed to a Party as set forth on the signature page hereto (or to such other address that such Party may designate from time to time in accordance with this Section 21). Notices sent in accordance with this Section 21 will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; or (c) on the third day after the date mailed by certified or registered mail, return receipt requested, postage prepaid. In addition, Issuer Party consents to the receipt of notices electronically via email.

22.       Severability. If any provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or invalidate or render unenforceable such provision in any other jurisdiction. Upon such determination that any provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the greatest extent possible.

23.       Relationship of the Parties. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and no Party shall have authority to contract for or bind any other Party in any manner whatsoever.

24.       No Third Party Beneficiaries. Except as otherwise set forth in Section 9, this Agreement is for the sole benefit of the Parties and, subject to Section 14, their respective successors and assigns. Nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. NCPS Parties shall be third party beneficiaries as set forth in Section 9.

25.       Interpretation; Headings and References. The Parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. Further, the headings used in this Agreement and the references throughout to the policies and documents constituting this Agreement are for convenience only and are not intended to be used as an aid to interpretation. All such references are subject to the full text of such policies and documents. Any decision by NCPS with respect to the interpretation or application of this Agreement shall be final and binding on Issuer Party.

26.       Gender; Number. Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context indicates is appropriate. If one or more persons or entities constitute “Issuer Party”, as defined in the introductory paragraph, references to “Issuer Party” in this Agreement shall include references to each Issuer Party individually, together and collectively, jointly and severally.

27.       Intellectual Property; Confidential Information. All trademarks, service marks, patents, copyrights, trade secrets, confidential information, and other proprietary rights of each Party shall remain the exclusive property of such Party, whether or not specifically recognized or perfected under Law. Issuer Party shall not use, disclose or retain confidential information (including personally identifiable information or other account information) of NCPS Parties or any third parties that Issuer Party or its affiliates or their employees, directors, officers, consultants, independent contractors, advisors and auditors may receive or otherwise have access to in connection with the transactions contemplated by this Agreement except as contemplated by this Agreement or the performance hereof. NCPS and its affiliates may retain copies of and disclose and use any data or information collected from or on behalf of any Issuer Party or otherwise up to and throughout this Agreement as may be required in connection with legal, financial or regulatory filings, audits, discussions or examinations or as otherwise required by Law.

28.       Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. Upon execution and delivery of a counterpart to this Agreement by the Parties, each Party shall be bound by this Agreement. A signed copy of this Agreement by facsimile, email or other means of electronic transmission or signature is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

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29.       Anti-Money Laundering.

(a)       Issuer Party acknowledges that NCPS is subject to U.S. federal Law, including the CIP requirements under the USA PATRIOT Act and its implementing regulations, pursuant to which NCPS must obtain, verify and record information that allows NCPS to identify customers of NCPS opening accounts. Accordingly, NCPS will ask Issuer Party to provide, and Issuer Party shall provide upon NCPS’s request, certain information, including, but not limited to, name, physical address, tax identification number, organizational documents, certificates of good standing, financial statements, licenses to do business and other information that will help NCPS to identify and verify a person’s identity.

(b)       The Parties agree to comply with all applicable anti-money laundering Law and government guidance, including the reporting, recordkeeping and compliance requirements of the Bank Secrecy Act, as amended by the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act, its implementing regulations, and related SEC, state regulatory organizations and FINRA rules. Each Party shall comply with all other anti-money laundering Law outside of the U.S. applicable to such Party or such Party’s activities under this Agreement. NCPS is entitled to rely on Issuer Party’s CIP, anti-money laundering program and OFAC Sanctions Compliance Program, and upon NCPS’s request, Issuer Party shall provide customary certifications with respect thereto.

30.       Privacy.

(a)       Each Party agrees any non-public personal information (as defined in Regulation S-P of the SEC) disclosed to it in connection with this Agreement is being disclosed for the specific purpose of permitting such Party to perform such Party’s obligations and the services set forth in this Agreement. Each Party agrees that, with respect to such information, it will comply with Regulation S-P of the SEC, the Gramm-Leach-Bliley Act (15 U.S.C § 6081 et seq.) and all other applicable U.S. privacy Law and it will not disclose any non-public personal information received in connection with this Agreement to any other party (except to the other Party), except to the extent required to carry out this Agreement or as otherwise permitted or required by Law. Each Party shall comply with all other privacy Law outside of the U.S. applicable to such Party or such Party’s activities in connection with this Agreement.

(b)       Each Party shall: (a) as applicable to such Party, comply with all applicable requirements of the CCPA (as defined below), when collecting, using, retaining or disclosing personal information; (b) limit personal information collection, use, retention and disclosure to activities reasonably necessary and proportionate to the performance of this Agreement or other compatible operational purpose; (c) only collect, use, retain or disclose personal information collected in connection with this Agreement; (d) not collect, use, retain, disclose, sell or otherwise make personal information available for such Party’s own commercial purposes or in a way that does not comply with the CCPA, as applicable to such Party; (e) promptly comply with the other Party’s request or instruction requiring such Party to provide, amend, transfer or delete the personal information, or to stop, mitigate, or remedy any unauthorized processing; (f) reasonably cooperate and assist the other Party in meeting any compliance obligations and responding to related inquiries, including responding to verifiable consumer requests, taking into account the nature of such Party’s processing and the information available to such Party; and (g) notify the other Party immediately if it receives any complaint, notice or communication that directly or indirectly relates to either Party’s compliance. For purposes of this Agreement, “CCPA” means the California Consumer Privacy Act of 2018, as amended (Cal. Civ. Code §§ 1798.100 to 1798.199), and any related regulations or guidance provided by the California Attorney General.

31.       Citations. Any reference to Law are current citations. Any changes in the citations (whether or not there are any changes in the text of such Law) shall be automatically incorporated into this Agreement.

[Signatures appear on following page(s).]

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In witness whereof, the Parties have duly executed this Agreement effective as of the Effective Date.

Effective Date:                                                       

Offering Name:                                                        

Minimum Offering:                                                        (including offline investments and in kind contributions and similar creditable amounts)

Total Offering Amount:                                                       

Offering Exemption:	¨ Rule 506(b) of Regulation D    ¨ Rule 506(c) of Regulation D     ¨ Regulation A
	¨ Regulation Crowdfunding

ISSUER (If a Series LLC, include both the Series and the Series LLC):

Entity Name:                                                  Jurisdiction:                                                     By:                                                                 (Signature)  Name:                                                    Title:                                                   Date:                                                   Email:                                                   With a copy to:                                                   Address:	Entity Name:                                                  Jurisdiction:                                                  By:                                                                 (Signature)  Name:                                                   Title:                                                   Date:                                                   Email:                                                   With a copy to:                                                   Address:
MANAGER:	NCPS:
Entity Name:                                                      Jurisdiction:                                                       By:                                                                    (Signature) Name:                                                       Title:                                                       Date:                                                      Email:                                                     Address:	Entity Name:           Delaware                                      Jurisdiction:                                                    By:                                                                  (Signature) Name:                                                    Title:                                                    Date:                                                    Email:                                                   With a copy to:                                                   Address:
Issuer Party Payment Information: ¨     Use payment information currently on file with NCPS; or Complete the payment information below:
Credit Card	ACH/Wire Information
Name on Card:                                                  Credit Card Number:                                                 Expiration Date (MM/YY):                                                  Billing Address:	Bank Name:                                         Account Holder Name:                                         Routing Number:                                          Account Number:                                          Account Type (Checking/Savings):                                          Billing Contact Person Name:                                            Email:                                          Telephone Number:

14

EXHIBIT A

CONTINGENT OFFERING

If the Offering is a contingent offering as this term is referenced under Rule 15c2-4 of the Exchange Act (“Rule”), the distribution is being made with the express understanding that Escrow Funds are not to be released to Issuer until some further event or contingency occurs, as described in this Exhibit A, in accordance with the Rule.

Investor funds will be promptly deposited in a separate bank escrow account, with NCPS serving as agent for the persons who have the beneficial interests therein, until the appropriate event or contingency has occurred.

Upon certification that all contingencies have been met, the Escrow Funds will be promptly distributed to Issuer. If the contingencies fail to be satisfied as required by the Offering, the Escrow Funds will be returned to the persons or entities entitled thereto.

The following contingencies apply to the Offering (please check all that apply):

o None.

o Issuer KYC, AML, and Bad Actor Check screening are complete for Issuer and all Control Persons of Issuer.

o Certain listed events will have occurred prior to closing (please specify):

o Other contingencies (please describe):

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Escrow Administration Fee:	$500 set-up and administration for 12 months (or partial period); $250 for each additional 12 months (or partial period)
Issuer Routable Account Number:	$150 per month
Out-of-Pocket Expenses:	Billed at cost
Check Disbursements:	$10.00 per check (incoming/outgoing)
Transactional Costs:	$100.00 for each additional escrow break
	$100.00 for each escrow amendment
	$50.00 for reprocessing a closing
Wire Disbursements:	$25.00 per domestic wire (incoming/outgoing)
	$45.00 per international wire (incoming/outgoing)
ACH Disbursements:	$25.00, plus 0.1% on the amount transferred
ACH Dispute/Chargeback:	$25.00 per reversal/chargeback
ACH Failure Return Fee:	$1.50 per failure/return
Plaid Bank Verification Fee:*	$1.80 per linked account
Credit Card Transaction Fees Percentage Rate:*	3.15% on the amount transferred
Credit Card Transaction Fees Base Rate:*	$0.70 per each transaction
Credit Card Dispute/Chargeback Fee:*	$25.00 per reversal/chargeback

Issuer Party shall pay NCPS the Escrow Administration Fee upon execution of this Agreement. In the event the escrow is not funded, the Fee and all related expenses, including attorneys’ fees, remain due and payable, and once paid, will not be refunded. Annual fees cover a full year in advance, or any part thereof, and thus are not pro-rated in the year of termination.

Escrow Parties shall pay such fees immediately upon NCPS’s demand, or at NCPS’s option, NCPS may deduct such fees from any disbursement of Escrow Funds from the Escrow Account as provided in Section 10(d).

The fees quoted in this schedule apply to services ordinarily rendered in the administration of an Escrow Account and are subject to reasonable adjustment based on final review of documents, or when NCPS is called upon to undertake unusual duties or responsibilities, or as changes in law, procedures, or the cost of doing business demand. Services in addition to and not contemplated in this Agreement, including, but not limited to, document amendments and revisions, non-standard cash and/or investment transactions, calculations, notices and reports and legal fees, will be billed as extraordinary expenses and capped at $15,000.

Extraordinary fees are payable to NCPS for duties or responsibilities not expected to be incurred at the outset of the transaction, not routine or customary, and not incurred in the ordinary course of business. Payment of extraordinary fees is appropriate where particular inquiries, events or developments are unexpected, even if the possibility of such things could have been identified at the inception of the transaction.

Unless otherwise indicated, the above fees relate to the establishment of one escrow account. Additional sub-accounts governed by the same Escrow Agreement may incur an additional charge. Transaction costs include charges for wire transfers, checks, internal transfers and securities transactions.

NCPS may increase the amounts set forth in this Exhibit B by providing written notice to Issuer Party such increase to be effective as of such notice, and the fees will be deemed amended accordingly without further notice or consent; provided that Issuer Party may terminate this Agreement pursuant to Section 17.

NCPS may submit any payment information provided to it by an Issuer Party in connection with this Agreement against any fees due from such Issuer Party. Each Issuer Party consents to NCPS retaining and using such payment information for future invoices and as provided in this Agreement. All payments shall be in US dollars in immediately available funds.

*If applicable to the Offering and subject to the terms and conditions for NCPS’s payment processing facilitation services.

**The fees payable under this Agreement, plus the other relevant fees, attributable to any public offering (including any interest thereon), shall be capped at an aggregate amount not to exceed as permitted by applicable FINRA rules.

ALL FEES AND EXPENSES PAID TO NCPS ARE NON-REFUNDABLE.

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EX1A-11 CONSENT

Exhibit 11.1

Consent of Independent Auditor

We consent to the use, in the Offering Statement on Form 1-A of CalTier, Inc. (f.k.a. CalTier Realty, LLC), a Delaware C-Corporation, of our report dated June 30, 2023 on our audits of the balance sheets as of December 31, 2022 and 2021, and the related statements of operations and changes in stockholders’/members’equity (deficit) and cash flows for the years then ended, and the related notes to the financial statements.

	/s/ PKF San Diego, LLP
San Diego, California	San Diego, LLP
December 12, 2023