U.S. SECURITIES AND EXCHANGE COMMISSION

PART II – OFFERING CIRCULAR

An offering statement pursuant to Regulation A relating to these shares has been filed with the U.S. Securities and Exchange Commission (the “Commission”). Information contained in this preliminary offering circular is subject to completion or amendment. These shares 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 a solicitation of an offer to buy or sell any of these shares in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a final offering circular by sending you a notice within two business days after the completion of our 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.

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.

Preliminary Offering Circular dated November 1, 2021.

TRIANGLE 9 REAL ESTATE, INC.

$75,000,000

1,500,000 shares of common stock

This is a public offering of our common stock. The offering price is $50.00 per share.

The offering consists of 1,500,000 shares of common stock (the “Offering Shares”). None of our existing shareholders, nor any of our officers, directors or affiliates is selling any securities in this offering.

Our common stock is not currently traded or quoted on any exchange or trading marketplace. There are currently 400,000 shares of our common stock issued and outstanding.

There is no minimum number of Offering Shares that we must sell in order to conduct a closing in this offering. The offering will commence within two calendar days after this offering circular has been qualified by the Commission. See “Plan of Distribution” on page 13. This offering will terminate upon the earlier of when all shares qualified hereunder are sold or one (1) year after this offering circular has been qualified by the Commission.

See “Risk Factors” beginning on page 6 of this offering circular for a discussion of information that should be considered in connection with an investment in such securities.

The Commission does not pass upon the merits of or give its approval to 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 being 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.

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(1) The Company has engaged Dalmore Group, LLC, member FINRA/SIPC (“Dalmore”), to act as the broker-dealer of record in connection with this Offering, but not for underwriting or placement agent services. This includes the 1% commission, but it does not include the one-time set-up fee and consulting fee payable by the Company to Dalmore. See “Plan of Distribution” for details. To the extent that the Company’s officers and directors make any communications in connection with the Offering they intend to conduct such efforts in accordance with an exemption from registration contained in Rule 3a4-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, therefore, none of them is required to register as a broker-dealer.

(2) Assumes that all of the Offering Shares are sold.

We plan to market this offering to potential investors through our officers and   Dalmore, a broker-dealer. This offering will terminate on November [•], 2022 (the “Offering Period”). We may hold an initial closing on any number of Offering Shares at any time during the Offering Period and thereafter may hold one or more additional closings during the Offering Period. We will close on proceeds based upon the order in which they are received. See “Plan of Distribution” on page 15.

We may decide to extend the offering, close the offering early, or cancel it, in our sole discretion. If we extend the offering, we will provide that information in an amendment to this offering circular. If we close the offering early or cancel it, we may do so without notice to you, although if we cancel the offering all funds that may have been provided by any investors will be promptly returned without interest or deduction. See “Plan of Distribution” on page 13.

This is a Regulation A+ Tier 2 offering.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and have elected to comply with certain reduced public company reporting requirements. As a smaller reporting company within the meaning of Rule 405, we are following the Form S-1 disclosure requirements for smaller reporting companies. This offering circular is intended to provide the information required by Part I of Form S-1.

You should rely only on the information contained in this offering circular. We have not authorized anyone to provide you with different information.

The information in this offering circular assumes that all of the Shares offered are sold.

Unless otherwise stated in this offering circular, “we,” “us,” “our,” “our company” or “Triangle 9” refers to Triangle 9 Real Estate, Inc.

SUMMARY

This summary highlights certain information appearing elsewhere in this offering circular. For a more complete understanding of this offering, you should read the entire offering circular carefully, including the risk factors and the financial statements.

Forward-Looking Statements

This document contains forward-looking statements. All statements pertaining to our future financial and/or operating results, future events, or future developments may constitute forward-looking statements. The statements may be identified by words such as “expect,” “look forward to,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” “will,” “project,” or words of similar meaning. Such statements are based on the current expectations and certain assumptions of our management, of which many are beyond control. These are subject to a number of risks, uncertainties, and factors, including but not limited to those described in disclosures. Should one or more of these risks or uncertainties materialize, or should underlying expectations not occur or assumptions prove incorrect, actual results, performance, or achievements of the Company may (negatively or positively) vary materially from those described explicitly or implicitly in the relevant forward-looking statement. We neither intend, nor assume any obligation, to update or revise these forward-looking statements in light of developments which differ from those anticipated.

Corporate History

We were incorporated on June 16, 2021 in the State of Delaware.

Overview

We will purchase or build real estate to lease to operators across the various legal cannabis markets within the United States (and potentially abroad). Investments may include cultivation facilities, manufacturing/processing facilities, retail stores, distribution facilities, testing labs, and land for cultivation. We will endeavor to lease to diverse operators and look specifically to social equity licensing programs at the state and local levels for finding viable operators.

The Offering

Corporate Information

Our principal executive offices are located at 3753 Howard Hughes Parkway, Suite 200, Las Vegas, NV 89169. Our website will be www.triangle-9.com.

We are not subject to the information requirements of the Securities Exchange Act of 1934 (the “1934 Act”), and therefore do not file reports, proxy statements, and other statements and information with the Securities and Exchange Commission.

RISK FACTORS

Any investment in our common stock involves a high degree of risk. You should consider carefully the following information, together with the other information contained in this Offering Circular, before you decide to buy our common stock. If one or more of the following events actually occurs, our business will suffer, and as a result our financial condition or results of operations will be adversely affected. In this case, the market price, if any, of our common stock could decline, and you could lose all or part of your investment in our common stock.

We are providing services to an industry that is heavily regulated and, in some respects, illegal under federal law and the laws of most states. We face risks in developing our product candidates and services and eventually bringing them to market. We also face risks that our business model may become obsolete. The following risks are material risks that we face. If any of these risks occur, our business, our ability to achieve revenues, our operating results and our financial condition could be seriously harmed.

Risk Factors Related to the Business of the Company

We have a limited operating history and no historical financial information upon which you may evaluate our performance.

We were incorporated in Delaware in June 2021 and are still in our earlier stages of development. You should consider our prospects for success in light of the associated risks and uncertainties. Unanticipated problems, expenses, and delays are frequently encountered in newer businesses, such as ours, and in developing new products and services. These include, but are not limited to, inadequate funding, lack of consumer acceptance, competition, product development, onerous or problematic terms under licensing and other agreements, and inadequate marketing and sales. We may not successfully address these risks and uncertainties or successfully implement our existing and new products and services. The failure by us to meet any of these and other risks or uncertainties could have a materially adverse effect upon us and may force us to reduce or curtail operations. No assurance can be given that we can or will ever operate profitably.

We will need additional funding in the future, and if we are unable to raise capital when needed, we may be forced to delay, reduce or eliminate products, programs, commercial efforts, or sales efforts. Developing products and marketing developed products is costly. We will need to raise substantial additional capital in the future in order to execute our business plan and help us and our collaboration partners fund the development and commercialization of our products.

We intend to finance future cash needs through public or private equity offerings, debt financings, or strategic collaboration and licensing or royalty arrangements. Our stockholders may consequently experience additional dilution, and debt financing, if available, may involve restrictive covenants and high interest. Regarding accessing additional funds through collaboration and licensing arrangements, it may be necessary to relinquish some rights to our products, processes and technologies or to grant licenses on terms not necessarily favorable to us. If adequate funds are not available from the foregoing sources, we may consider additional strategic financing options, including sales of assets, or we may be required to delay, reduce the scope of, or eliminate one or more of our research or development programs, or curtail some of our commercialization efforts of our operations. We may seek to access the public or private equity markets whenever conditions are favorable, even if we do not have an immediate need for additional capital.

Negative press from being in a hemp or cannabis-related business could have a material adverse effect on our business, financial condition, and results of operations.

The hemp plant and the cannabis/marijuana plant are both part of the same Cannabis sativa genus species of plant, except that hemp, by definition, has less than three tenths percent (0.3%) tetrahydrocannabinol (“THC”) content and is legal under federal and state laws, but the same plant with a higher THC content is cannabis/marijuana, which is legal under certain state laws, but which is not legal under federal law. Despite growing support for the cannabis/marijuana industry and legalization of cannabis/marijuana in certain U.S. states, many individuals and businesses remain opposed to the cannabis/marijuana industry. Any negative press resulting from our entering into the cannabis/marijuana space could result in a loss of current or future business. It could also adversely affect the public’s perception of us and lead to reluctance by new parties to do business with us or to own our common stock. We cannot assure you that additional business partners, including but not limited to financial institutions and customers, will not attempt to end or curtail their relationships with us. Any such negative press or cessation of business could have a material adverse effect on our business, financial condition, and results of operations.

U.S. federal, state and foreign regulation and enforcement of laws relating to cannabis and its derivatives may adversely affect our ability to sell our products and our revenue.

Thirty-six (36) states in the United States, the District of Columbia, Guam, Puerto Rico and the U.S. Virgin Islands have approved comprehensive public medical marijuana/cannabis programs. Approved efforts in another eleven (11) states allow use of low THC, high cannabidiol (“CBD”) products for medical reasons in limited situations or as a legal defense. Eighteen (18) of these states and the District of Columbia have legalized cannabis/marijuana for adult recreational use, and another thirteen (13) states have decriminalized its use. This leaves only five states (Idaho, Kansas, Tennessee, South Carolina, and Wyoming) that do not allow for the use of cannabis/marijuana in any situation. Conversely, under the federal Controlled Substances Act (the “CSA”), the policies and regulations of the federal government and its agencies are that cannabis/marijuana has no medical benefit and a range of activities are prohibited, including cultivation, possession, personal use, and interstate distribution of cannabis/marijuana. In the event the U.S. Department of Justice (the “DOJ”) begins strict enforcement of the CSA in states that have laws legalizing medical and/or adult recreational cannabis/marijuana, there may be a direct and adverse impact to any future business or prospects that we may have in the cannabis/marijuana business. Even in those jurisdictions in which the manufacture and use of medical cannabis/marijuana has been legalized at the state level, the possession, use, and cultivation of cannabis/marijuana all remain violations of federal law that are punishable by imprisonment and substantial fines. Moreover, individuals and entities may violate federal law if they intentionally aid and abet another in violating these federal controlled substance laws, or conspire with another to violate them.

For example, the California Bureau of Cannabis Control sent nine hundred (900) warning letters to marijuana shops suspected of operating without a state license. The Bureau also issued a cease-and-desist letter to the operator of an online directory of marijuana dispensaries, products, and delivery services. The letter threatened fines and criminal penalties if the company did not remove the listings for unlicensed marijuana businesses. Likewise, if we unknowingly do business with unlicensed entities, we may be subject to similar regulatory action that would halt our operations and affect our financial performance.

Local, state, federal, and international hemp and cannabis/marijuana laws and regulations are broad in scope and subject to evolving interpretations, which could require us to incur substantial costs associated with compliance requirements. In addition, violations of these laws, or allegations of such violations, could disrupt our business and result in a material adverse effect on our operations. In addition, it is possible that cannabinoid-related regulations may be enacted in the future that will be directly applicable to our business. It is also possible that the federal government will begin strictly enforcing existing laws. Until Congress amends the CSA or the executive branch de-schedules or reschedules cannabis under it, there is a risk that federal authorities may enforce current federal law. Enforcement of the CSA by federal authorities could impair our revenue and profit, and it could even force us to cease operations. The risk of strict federal enforcement of the CSA in light of congressional activity, judicial holdings, and stated federal policy, including enforcement priorities, remains uncertain.

If we are unable to attract and retain key personnel, we may not be able to effectively compete in our market.

Our success will depend, in part, on our ability to attract and retain key management beyond what we have today. We will attempt to enhance our management and technical expertise by recruiting qualified individuals with desired skills and experience in certain targeted areas. An inability to retain employees and to attract or recruit and keep sufficient additional employees could have a material adverse effect on our business, financial condition, results of operations, and cash flows, as well as limit or delay our ability to develop and market our products.

We may not be able to effectively manage our growth and operations, which could materially and adversely affect our business.

We may experience rapid growth and development in a relatively short time span through our marketing efforts. The management of this growth will require, among other things, continued development of our financial and management controls and management information systems, stringent control of costs, increased marketing activities, the ability to attract and retain qualified management personnel, and the training of new personnel. We intend to hire additional personnel in order to manage our expected growth and expansion. Failure to successfully manage our possible growth and development could have a material adverse effect on our business and the value of our common stock.

We may be unable to adequately protect or defend our intellectual property rights.

Our ability to compete partly depends on the superiority, uniqueness, and value of our intellectual property and technology, held directly or under license or royalty agreements with third parties. To protect our proprietary rights, we will rely on a combination of copyright and trade secret laws, confidentiality agreements with our employees and third parties, and protective contractual provisions. However, we may be forced to litigate to defend our intellectual property rights, or to defend against claims by third parties against us relating to intellectual property rights, which could be very costly and might negatively distract management from concentrating on operating the business.

The regulatory environment in our business space is complex, rapidly changing, and difficult to predict.

Investors should be aware that state and federal regulations in our business space are complex, and sometimes contradictory or inconsistent as between federal and state, or state to state regulations. However, positive changes have occurred in this industry in recent years, and it can be reasonably expected that the regulatory environment will continue to evolve in favorable way. A change in administrations on the federal level may result in significant changes in federal regulations and related enforcement, which could portend difficulties in planning and predicting future events. We might also encounter certain obstacles in implementing our business plan that include but are not limited to insurance issues. We intend to comply at all times and to the extent practicable with applicable regulations, but recognize that it may be difficult to always know what the regulatory requirements are, or whether or when such requirements will change.

In the states where medicinal or retail cannabis is permitted, local zoning laws and regulations could adversely affect us and our purchasers, including causing some of the operations to close, which would have a material adverse effect on our business.

In some cities or counties, a cannabis business is prohibited from being located within a certain distance from schools or churches, or otherwise prohibited from operating in areas that are not zoned for cannabis sale or cultivation. These local laws and regulations may cause some operations to close, impacting our revenue and having a material adverse effect on our business.

If no additional states allow the medicinal or recreational use of cannabis, or if one or more states that currently allow it reverses its position, we may not be able to continue our growth.

While we believe that the number of states that allow the use of medicinal and retail cannabis will continue to grow, there can be no assurance that it will, and if it does not, there can be no assurance that the existing states which permit the medicinal or recreational use of cannabis, and/or the District of Columbia, won’t reverse their position and disallow it. If either of these things happens, then not only will our growth be materially impacted, we may experience declining revenue as the market declines.

Because we are in the cannabis industry, we will have a difficult time obtaining insurance coverage that is desired to operate the business, which may expose us to additional risk and financial liabilities.

Insurance that is otherwise readily available, such as workers compensation, general liability, and directors’ and officers’ insurance, will be more difficult for us to find, and more expensive, because we engage in the cannabis industry. There are no guarantees that we will be able to find such insurances in the future, or that the cost will be affordable. If we are forced to go without such insurances, it may prevent us from entering into certain business sectors, may inhibit growth, and may expose us to additional risk and financial liabilities.

Because we are in the cannabis industry, we will have a difficult time obtaining the various business services, such as banking and credit card services that are desired to operate the business, which may expose us to additional risk and financial liabilities.

Most banks and credit card companies adhere to federal policies that are currently in flux and that otherwise disallow each to service a business involved in the cannabis industry. Because of these policies, we will have difficulty finding deposit, checking, credit card and other financial service providers that are otherwise readily available. There are no guarantees that we will be able to find such business services in the future, or that the cost will be affordable. If we are forced to go without such services, it may prevent us from entering into certain business sectors, may inhibit our growth, and may expose us to additional risk and financial liabilities.

Litigation by States Affected by Marijuana Legalization May Affect our Ability to Do Business.

Due to variations in state law among states sharing borders, certain states which have not approved any legal sale of medical and/or recreational marijuana may seek to overturn laws legalizing medical and recreational cannabis use in neighboring states. Successful prosecution of such legal actions by non-marijuana states would have significant material adverse effects on us.

Risks Related To Our Common Stock

The offering price is arbitrarily determined and may not be indicative of our actual value.

The Offering Price of the Shares was determined by our management and bears no relationship to our current assets, book value, net worth, or operations, and may not be indicative of the actual value of the Company.

Dilution will result from the sale of Shares under this Offering.

Although the Board of Directors intends to use its reasonable business judgment to fulfill its fiduciary obligations to our then existing stockholders in connection with any such issuance, it is possible that the future issuance of additional shares could cause immediate and substantial dilution to the net tangible book value of those shares of our common stock that are issued and outstanding immediately prior to any such transaction. Any future decrease in the net tangible book value of such issued and outstanding shares could have a material effect on the market value of the Shares. See “Terms of the Offering” on page 2 and “Description of Securities” on page 30.

The issuance of additional common stock, convertible debt and/or preferred stock could cause substantial dilution to investors in this offering.

Our Articles of Incorporation authorize the issuance of up to 2,000,000 shares of common stock and 200,000 shares of preferred stock. Our Board of Directors has the authority to issue additional shares of common stock and to issue options and warrants to purchase shares of our common stock, up to the amount authorized in our Articles of Incorporation, without shareholder approval and at values that could be less than the price at which you are investing, thus the possibility of substantial dilution.

Because our officers and directors control a large percentage of our common stock, they have the ability to influence matters affecting our shareholders.

Our officers and directors currently beneficially own all of our outstanding common stock prior to the Offering (through our parent company, Triangle 9, Inc.). As a result, they have the ability to influence matters affecting our shareholders, including the election of our directors, the acquisition or disposition of our assets, the future issuance of shares, and the retention or control of management. Investors may find it difficult to replace our management. Decisions could be made that are in the best interest of insiders rather than investors or otherwise that could negatively impact stock value.

In addition, the Board of Directors could issue large blocks of voting stock to fend off unwanted tender offers or hostile takeovers without further shareholder approval. Currently, we have 100,000 shares of Series A Convertible Preferred Stock outstanding. Each share of Series A Preferred is entitled to 25 votes on all matters on which shareholders are entitled to vote. The Board of Directors has discretion to designate additional shares of preferred stock and create additional classes of preferred stock with liquidation, dividend and voting preferences that are more favorable than those held by holders of common stock.

The Shares offered under this Offering are restricted securities and will have limited liquidity.

The Shares offered in this Offering are restricted securities under the 1933 Act. Investors will be required to hold these securities for which there will be no current market. Under Rule 144 promulgated under the 1933 Act, as amended, the Shares will have to be held for at least one (1) year prior to sale, unless a registration statement is sooner filed for the benefit of the investors. We have no plans to file a registration statement. Even if we filed such a registration statement, there may be no market for the Shares. You may not be able to sell the Shares if a market does not develop or may need to hold the Shares for a long period of time before a market develops.

All investors in this Offering are required to execute a Joinder Agreement to be subject to the terms of a Shareholders Agreement by and between us and our sole shareholder.

On July 31, 2021, we entered into a Shareholders Agreement with our sole shareholder, Triangle 9, Inc. Pursuant to the agreement, no shareholder who is a party to the agreement may engage in a direct or indirect sale, assignment, pledge, transfer (voluntary or involuntary, whether by action of law, order of any court, contract, gift, will, laws of intestacy, division in the context of a divorce or separation proceeding, or otherwise) or exchange or encumbrance (including the grant of a mortgage, trust deed, security interest or other encumbrance of any kind) of our securities, except upon the death or incapacity of the shareholder, or for estate planning purposes. Further, upon a Triggering Event (defined in the agreement to include death, incapacity, bankruptcy of shareholder, or a breach of the agreement by a shareholder), we have the option to purchase our securities from the shareholder at its then-fair market value. Triangle 9, Inc. also has a call option to purchase securities held by our investors at the then-fair market value. Finally, we have a right of first refusal to match the purchase price and terms of sale upon any proposed sale of our securities by a shareholder.

There is no public trading market for our common stock, which may impede your ability to sell our shares.

Currently, there is no trading market for our common stock, and there can be no assurance that such a market will commence in the future. There can be no assurance that an investor will be able to liquidate his or her investment without considerable delay, if at all. If a trading market does commence, the price may be highly volatile. Factors discussed herein may have a significant impact on the market price of the shares offered. Moreover, due to the relatively low price of our securities, many brokerage firms may not effect transactions in our common stock if a market is established. Rules enacted by the SEC increase the likelihood that most brokerage firms will not participate in a potential future market for our common stock. Those rules require, as a condition to brokers effecting transactions in certain defined securities (unless such transaction is subject to one or more exemptions), that the broker obtain from its customer or client a written representation concerning the customer’s financial situation, investment experience and investment objectives. Compliance with these procedures tends to discourage most brokerage firms from participating in the market for certain low-priced securities.

The forward-looking statements contained in this Memorandum may prove incorrect.

This Memorandum contains certain forward-looking statements, including among others: (i) anticipated trends in our financial condition and results of operations; (ii) our business strategy for expanding distribution; and (iii) our ability to distinguish ourselves from our current and future competitors. These forward-looking statements are based largely on our current expectations and are subject to a number of risks and uncertainties. Actual results could differ materially from these forward-looking statements. In addition to the other risks described elsewhere in this “Risk Factors” discussion, important factors to consider in evaluating such forward-looking statements include: (i) changes to external competitive market factors or in our internal budgeting process which might impact trends in our results of operations; (ii) anticipated working capital or other cash requirements; (iii) changes in our business strategy or an inability to execute our strategy due to unanticipated changes in the mining and natural resources industry; and (iv) various competitive factors that may prevent us from competing successfully in the marketplace. In light of these risks and uncertainties, many of which are described in greater detail elsewhere in this “Risk Factors” discussion, there can be no assurance that the events predicted in forward-looking statements contained in this Memorandum will, in fact, transpire.

General Risk Factors

We will incur ongoing costs and expenses for SEC reporting and compliance, without increased revenue we may not be able to remain in compliance, making it difficult for investors to sell their shares, if at all.

Going forward, we will have ongoing SEC compliance and reporting obligations. Such ongoing obligations will require us to expend additional amounts on compliance, legal and auditing costs. In order for us to remain in compliance, we will require increased revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. If we are unable to generate sufficient revenues to remain in compliance, it may be difficult for you to resell any shares you may purchase, if at all.

SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

We have made forward-looking statements in this offering circular, including the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” that are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include the information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities, the effects of future regulation, and the effects of competition. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions. These statements are only predictions and involve known and unknown risks and uncertainties, including the risks outlined under “Risk Factors” and elsewhere in this offering circular.

Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future results, events, levels of activity, performance or achievement. We are not under any duty to update any of the forward-looking statements after the date of this offering circular to conform these statements to actual results, unless required by law.

USE OF PROCEEDS

The net proceeds to use from the sale of the Shares will be $67,500,000 if the entire offering is sold. The following table sets forth a breakdown of our estimated use of our net proceeds as we currently expect to use them, assuming the sale of, respectively, 25%, 50%, and 100% of the Shares.

PLAN OF DISTRIBUTION

The Shares are being sold through our executive officers. We have also engaged Dalmore Group, LLC (“Dalmore”), a broker-dealer registered with the Commission and a member of FINRA, to act as the broker-dealer of record for this Offering, but not for underwriting or placement agent services. As compensation, the Company has agreed to pay Dalmore a commission equal to 1% of the amount raised 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 has paid Dalmore a one-time advance set up fee of $5,000 to cover reasonable out-of-pocket accountable expenses actually anticipated to be incurred by Dalmore, such as, among other things, preparing the FINRA filing. Dalmore will refund any fee related to the advance to the extent it is not used, incurred or provided to the Company. In addition, the Company will pay a $20,000 consulting fee that will be due after FINRA issues a No Objection Letter.

This is an offering of 1,500,000 shares of our common stock issued by the Company. None of our officers, directors, or affiliates is selling any securities in this offering. There is no minimum number of Offering Shares that we must sell in order to conduct a closing in this offering.

We have arranged for the sale of securities to investors on a “best efforts” basis, meaning that they need only use their best efforts to sell the securities. Any third party we engage may sell some of the Offering Shares through selected dealers.

The offering price of the Offering Shares was determined by us. This determination was done without reference to our book value or asset values or by the application of any customary, established models for valuing companies or securities. Accordingly, the offering price may not be indicative of any amounts you might receive should you seek to sell your shares or should there be a liquidation of our company. In addition, such prices are not necessarily indicative of any prices at which our securities may trade, or any value that might be ascribed to our company after the completion of the offering. See “Dilution” on page 15.

Our officers and directors shall be entitled to purchase Offering Shares in the offering. Any such purchases shall be conducted in compliance with the applicable provisions of Regulation M.

The Subscription Agreement that will be used by purchasers of the Offering Shares requires that the Purchaser (i) irrevocably submits to the exclusive jurisdiction and venue of the courts of the State of Nevada in any action arising out of the Subscription Agreement and the Offering Circular and (ii) consents to the service of process by mail. Notwithstanding the foregoing, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder, and thus the exclusive jurisdiction provision does not apply to Securities Act claims.

Procedures for Subscribing

We will hold an initial closing on any number of Offering Shares at any time during the Offering Period when we determine and thereafter may hold one or more additional closings until we determine to cease having any additional closings during the Offering Period. We will close on proceeds based upon the order in which they are received. We will consider various factors in determining the timing of any additional closings following the initial closing, including the amount of proceeds received at the initial closing and any prior additional closings.

We may decide to close the offering early or cancel it, in our sole discretion. If we extend the offering, we will provide that information in an amendment to this offering circular. If we close the offering early or cancel it, we may do so without notice to you, although if we cancel the offering all funds that may have been provided by any investors will be promptly returned without interest or deduction.

Discounts, Commissions and Expenses

We shall be responsible for and pay all expenses relating to the offering, including, without limitation, (a) all filing fees and expenses relating to the registration of the Shares to be sold in the offering with the SEC and the filing of the offering materials; (b) all fees and expenses relating to the registration or qualification of the Offering Shares; as required under the “blue sky” laws, including the fees of counsel selected by us; (c) the costs of all mailing and printing of the offering documents; (d) fees and expenses of the transfer agent for such shares; (e) our road show expenses; (f) the fees and expenses of our accountants and the fees and expenses of our legal counsel and other agents and representatives; and (g) any fees or commissions we incur from our broker-dealer to market the offering.

Offer Restrictions Outside the United States

Other than in the United States, no action has been taken by us or the lead selling agent that would permit a public offering of the securities offered by this offering circular in any jurisdiction where action for that purpose is required. The securities offered by this offering circular may not be offered or sold, directly or indirectly, nor may this offering circular or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction outside of the U.S., except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this offering circular comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this offering circular. This offering circular does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this offering circular in any jurisdiction in which such an offer or a solicitation is unlawful.

DETERMINATION OF OFFERING PRICE

The offering price of the Offering Shares was determined by us. This determination was done without reference to our book value or asset values or by the application of any customary, established models for valuing companies or securities. Accordingly, the offering price may not be indicative of any amounts you might receive should you seek to sell your shares or should there be a liquidation of our company. In addition, such prices are not necessarily indicative of any prices at which our securities may trade, or any value that might be ascribed to our company after the completion of the offering.

DILUTION

The difference between the offering price per share of our common stock in this offering and the Pro Forma As Adjusted net tangible book value per share after this offering constitutes the dilution to investors in this offering. Net tangible book value per share is determined by dividing our net tangible book value, which is our total tangible assets less total liabilities, by the total number of outstanding shares of common stock.

As of June 30, 2021, on an Actual basis and a Pro Forma basis, our net tangible book value is as follows:

After giving effect to the sale of the Shares in this offering, on a Pro Forma As Adjusted basis, our net tangible book value would be $67,470,000, or $35.51 per common share, after deducting selling agents’ discounts, commissions, a non-accountable expense allowance and expenses of this offering totaling approximately $7,530,000. This represents an immediate increase in Pro Forma As Adjusted net tangible book value of $35.51 per share to our existing stockholders and an immediate dilution of $14.49 per share to investors purchasing shares in this offering.

The following table illustrates the dilution to new investors on a per-share basis:

The following table sets forth information with respect to our existing stockholders and the new investors as follows:

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER

MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

There is not now and there may not be in the foreseeable future any public market for the Shares. No resale or transfer will be permitted except in accordance with the provisions of the Subscription Agreement, the 1933 Act and applicable state securities laws. See “Risk Factors” on page 6.

Holders

As of September 17, 2021, there were 400,000 shares of our common stock issued and outstanding and held by one (1) shareholder, Triangle 9, Inc.

Dividend Policy

We have not paid any dividends on our common stock and do not expect to do so in the foreseeable future. We intend to apply our earnings, if any, in expanding our operations and related activities. The payment of cash dividends in the future will be at the discretion of the Board of Directors and will depend upon such factors as earnings levels, capital requirements, our financial condition and other factors deemed relevant by the Board of Directors.

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

Summary Overview

            We were incorporated on June 16, 2021. For the period from inception (June 16, 2021) through June 30, 2021, we were engaged in formation activities and thus had no revenues or expenses. Our management is looking for suitable properties to purchase and/or build in fulfillment of our business plan.

Going Concern

We lack significant working capital and have only recently commenced operations. We will incur significant additional costs before significant revenue is achieved. These matters raise substantial doubt about our ability to continue as a going concern. During the next 12 months, we intend to fund its operations with funding from our proposed Regulation A offering, and additional debt and/or equity financing as determined to be necessary. There are no assurances that management will be able to raise capital on acceptable terms. If we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our planned development, which could harm our business, financial condition and operating results. The balance sheet and related financial statements do not include any adjustments that might result from these uncertainties.

Results of Operations for the Period from Inception (June 16, 2021) through June 30, 2021

Revenues and Income (Loss)

We had no revenues and no expenses during the referenced period.

Liquidity and Capital Resources

Introduction

As of June 30, 2021, we had no assets and no liabilities. Our only activities relate to our formation and the initial issuances of our securities.

Cash Requirements

Our cash on hand as of June 30, 2021 was $zero. Until we identify our first real estate acquisition, we do not anticipate incurring expenses other than nominal formation expenses, which will be funded using the Senior Secured Line of Credit Convertible Promissory Note entered into with our parent company, Triangle 9, Inc.

Operating Activities

We had no operating activities during the period from inception (June 16, 2021) through June 30, 2021.

Investing Activities

We had no investing activities during the period from inception (June 16, 2021) through June 30, 2021.

Financing Activities

            We had no investing activities during the period from inception (June 16, 2021) through June 30, 2021. Until we identify our first real estate acquisition, we do not anticipate incurring expenses other than nominal formation expenses, which will be funded using the Senior Secured Line of Credit Convertible Promissory Note entered into with our parent company, Triangle 9, Inc.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in our consolidated financial statements and related notes. Our significant accounting policies are described in Note 2 to our financial statements for the period from inception (June 16, 2021) to June 30, 2021. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates and such differences may be material.

Management considers the following policies critical because they are both important to the portrayal of our financial condition and operating results, and they require management to make judgments and estimates about inherently uncertain matters.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

Recent Accounting Pronouncements

Our management has considered all recent accounting pronouncements issued since the last audit of our financial statements. Our management believes that these recent pronouncements will not have a material effect on our financial statements.

BUSINESS

Corporate History

We were incorporated on June 16, 2021 in the State of Delaware.

Overview

We will purchase or build real estate to lease to operators across the various legal cannabis markets within the United States (and potentially abroad). Investments may include cultivation facilities, manufacturing/processing facilities, retail stores, distribution facilities, testing labs, and land for cultivation. We will endeavor to lease to diverse operators and look specifically to social equity licensing programs at the state and local levels for finding viable operators.

The Market

We anticipate that our initial target market will be California. We also intend to target other states, as described below.

Arizona voted in 2016 to legalize cannabis for adults. In 2015, the state had more than 100 licensed cannabis dispensaries for medicinal purposes, and more than 87,000 registered patients were able to legally buy cannabis. The market for the sale of cannabis for medicinal purposes in Arizona amounted to 227.3 million dollars in 2015 and is estimated at 294.4 million dollars in 2016 alone. Recreational sales of cannabis began on January 22, 2021 with sales projected for the year between $375M and $400M and growing to over $700M by 2024.

California represents 62% of the national market for medicinal cannabis with an estimated turnover of 2.7 billion dollars in 2015. The market has been operating under limited government regulation for more than 20 years. In 2015, California took steps to introduce stricter regulations for cannabis shops with medicinal use. California has a passed a ballot initiative modeled on successful initiatives in Washington and Colorado in November 2016. Sales in the California adult cannabis market reached $1.4 billion in the first full year of operation and $4.4 billion in 2020. The initiative created a regulated framework for the legalization, sale and taxation of the sale of cannabis for adults and medicinal purposes, similar to the sale of alcohol.

Maryland's strategic position to boost its growth is that it borders the District of Columbia, where it is legal to possess and use cannabis but to not sell it. Due to the market environment in Maryland that is believed to be conducive to the legalization of medical cannabis use in the state, the market for medical cannabis in Maryland exceeded projected growth rates selling $242 million in 2019 and doubling in 2020 for sales of $460 million.

Illinois began recreational sales of cannabis in 2020 with inception-to-date sales now eclipsing $1 billion. Current trends indicate that the market will exceed $1 billion in sales for the calendar year 2021 alone. The State plans to issue more licenses to operators throughout the value chain.

In 2015, the market for medical cannabis in Massachusetts was $79 million, and it was projected to grow to $787 million in 2016 when the state regulatory framework expires. Massachusetts has since passed adult-use legislation and has sold over $1.7 billion in cannabis since January 2019. Year-to-date sales as of July 2021 were more than $600 million.

Nevada passed legislation allowing the adult cannabis market in Nevada which overtook the medical market with adult sales accounting for nearly $700 million in 2020 despite closures of dispensaries during the early COVID-19 related lockdowns instituted by the State Governor’s office.

In 2016, sales of cannabis for medicinal purposes in the state of New York were estimated at $333 million. The size of the medical cannabis market in New York is modest compared to other similar sizes states which still ban smoking cannabis. The New York market is expected to remain conservative until legislative changes allow smoking of other cannabis products and levy formats. In March of 2021, New York legalized recreational cannabis use and projects $2.5 billion in sales by its fifth year.

Although we currently intend to target the above states, we may also invest in state-licensed medical-use cannabis cultivation facilities in other states in which the market and legal conditions satisfy our investment criteria.

Patents and Intellectual Property Rights

We have not filed for any intellectual property protection. However, we rely on intellectual property law that may include a combination of copyright, trade secret and confidentiality agreements to protect our intellectual property. Our employees and independent contractors will be required to sign agreements acknowledging that all inventions, trade secrets, works of authorship, developments and other processes generated by them on our behalf are our property, and assigning to us any ownership that they may claim in those works. Despite our precautions, it may be possible for third parties to obtain and use without consent intellectual property that we own. Unauthorized use of our intellectual property by third parties, and the expenses incurred in protecting our intellectual property rights, may adversely affect our business.

From time to time, we may encounter disputes over rights and obligations concerning intellectual property. While we believe that our product and service offerings do not infringe the intellectual property rights of any third party, we cannot assure you that we will prevail in any intellectual property dispute. If we do not prevail in such disputes, we may lose some or all of our intellectual property protection, be enjoined from further sales of the applications determined to infringe the rights of others, and/or be forced to pay substantial royalties to a third party.

Governmental Controls, Approval and Licensing Requirements

United States Federal Law Overview

The consumption, sale and possession of all forms of cannabis remains illegal under U.S. federal law.

Cannabis is currently a Schedule I controlled substance under the Controlled Substance Act (“CSA”) and is, therefore, illegal under federal law. Even in those states in which the use of cannabis has been legalized pursuant to state law, its use, possession and/or cultivation remains a violation of federal law. A Schedule I controlled substance is defined as one that has no currently accepted medical use in the United States, a lack of safety for use under medical supervision and a high potential for abuse. The U.S. Department of Justice (the “DOJ”) describes Schedule I controlled substances as “the most dangerous drugs of all the drug schedules with potentially severe psychological or physical dependence.” If the federal government decides to enforce the CSA in the states, persons that are charged with distributing, possessing with intent to distribute or growing cannabis could be subject to fines and/or terms of imprisonment, the maximum being life imprisonment and a USD$50 million fine.

Although cannabis is currently a Schedule I drug under the CSA, three documents have recently guided federal policy towards state legalization enforcement:

The Cole Memorandum

In August 2013, then-Attorney General James Cole issued a memorandum (the “Cole Memo”) to all U.S. Attorneys, which was published by the Department of Justice (“DOJ”) and identified eight enforcement priority areas for cannabis. The Cole Memo, while not technically policy, was widely perceived as a safe harbor for operators in the legal cannabis space.

On January 4, 2018, United States Attorney General Jeff Sessions rescinded the Cole Memo. As of the date of this memorandum, it is too early to tell what the impact of this rescission will be. A copy of Attorney General Jeff Sessions Cole Memo can be provided upon request.

FinCen Guidance Statement

In February of 2014, a joint statement by the Justice Department and the US Treasury’s Financial Crimes Enforcement Network (“FinCEN”) provided guidelines for FDIC insured banks to bank state-legal cannabis businesses. The Guidance requires banks to perform extra due diligence on legal cannabis businesses and establishes red flags for filing three levels of confidential Suspicious Activity Reports (SARs). The statement was a watershed event for the cannabis industry as it outlined the terms under which the banking system could serve the legal cannabis industry.

On January 11, 2018, FinCEN issued a statement that their cannabis related guidance remains in place, alleviating some concerns that banking would become more difficult in the wake of Mr. Sessions’ announcement referenced above.

The Rohrabacher–Farr Amendment

A year after the Cole Memo was issued, Congress passed the Rohrabacher–Farr Medical Marijuana Amendment (the “Rohrabacher–Farr Amendment”), which amendment became law in December 2014 as part of an omnibus spending bill and the amendment’s bipartisan passage was the first time either chamber of Congress had voted to protect medical cannabis patients. This legislation prohibited the DOJ from spending funds to enforce federal cannabis laws in states which had passed medical cannabis laws and specifically prevented the DOJ from interfering with the implementation of states’ medical cannabis programs.

In unison, these legal changes have meant that cannabis operators and investors in states with legal regimes felt sufficiently protected by the federal government’s position to establish cannabis businesses in those states.

The possibility exists that there will be sweeping changes to federal cannabis laws within the next decade, including the rescheduling of cannabis from its current status as a Schedule I substance – a classification that includes most dangerous drugs – to Schedule II or III status under The Controlled Substances Act (“CSA”), the 1970 statute which established federal U.S. drug policy. There is also the possibility of a complete de-scheduling, which would bring cannabis regulations closer to those for alcohol. However, the unpredictability of the timing for the change to federal policy coupled with the uncertainty about the nature of the changes to the law prevent any accurate prediction of the extent to which the national market will grow following the changes.

State-Level Overview

The number of licenses issued/available differ by state and not all licenses are created equal. Some states (like Florida) issue a single license which gives a broad mandate that involves several dispensaries and a cultivation facility (vertical operations). Many other states issue a single license for each location and further differentiate licenses by either cultivation or dispensary operations. Several medicinal-use states provide the license to cultivate and/or dispense cannabis to a not-for-profit entity which must then contract with an independent for-profit entity to obtain the capital and management services necessary to develop operations.

The Size of the Cannabis Market

The legal cannabis market in the United States generated estimated sales of $8 billion in 2017, according to Ackrell Capital, with annual sales projected to grow at a compound annual growth rate (CAGR) of 32% to reach more than $75 billion by 2025. The cannabis market is comprised of eighteen (18) states (plus the District of Columbia) that permit adult recreational use of cannabis and thirty-six (36) states that permit medicinal use for licensed patients. Forty-five (45) states and the District of Columbia have passed at least one law that permits the manufacture, distribution, dispensing or possession of cannabis. The current illegal cannabis market is estimated to be approximately $45 billion annually. According to Ackrell Capital, if federal legalization occurs the legal market could be more than twice the size of the current illegal market, exceeding $100 billion annually.

The cannabis industry’s dramatic expansion is fueled by two parallel forces – the addition of new legal markets as more states pass laws permitting cannabis use, and sustained growth in demand in legal states as consumers transition from the illegal to the legal market.

Positive public and investor sentiment towards the cannabis industry has consistently grown over time. Public support for legal recreational use is up to 64%, according to a Gallup poll dated October 25, 2017, and support for medical use is up to 94%, according to a Quinnipiac University poll dated April 20, 2017. The percentage of the American population living in a state with some form of cannabis program has grown to over 90% within the last two decades.

Despite the expanding market for legal cannabis and broad public support, traditional sources of financing, including bank lending and private capital, are lacking due to the fact that cannabis remains a Schedule 1 substance under the CSA. These traditional sources of financing are expected to remain scarce until the federal government legalizes cannabis cultivation and sales or removes it from the list of Schedule I controlled substances.

Competition between companies in the marijuana industry revolves primarily around the ability to attract community support, understand government policies and their implications, adjust to changing regulations, market differentiated products and develop effective marijuana strains and alternative products.

Competition

As use of cannabis becomes legalized in more states, we believe our early-mover advantage in cannabis markets will give us a competitive advantage over competitors just entering the market. Nonetheless, the current market for properties that meet our investment objectives may be limited. We believe finding properties that are appropriate for the specific use of allowing medical-use cannabis growers may be limited as more competitors enter the market. We face significant competition from a diverse mix of market participants, including but not limited to, other public companies with similar business models, independent investors, hedge funds and other real estate investors, hard money lenders, and cannabis operators themselves, all of whom may compete with us in our efforts to acquire real estate zoned for medical-use cannabis facilities. Several competitors have recently entered the marketplace, including Kalyx Development, Inc., AmeriCann, Inc., Zoned Properties, Cannabis-RX, Inc., The Cannabis Business Group, Inc., MJ Holdings, Inc., MJ Real Estate Investors, Home Treasure Finders, Inc., Advanced Cannabis Solutions, Inc., Innovative Industrial Properties, Inc., New Lake Capital Partners, Inc., Power REIT, Inc., and Grow Condos, Inc. In some instances, we will be competing to acquire real estate with persons who have no interest in the cannabis industry but have identified value in a piece of real estate that we may be interested in acquiring.

These competitors may prevent us from acquiring desirable properties or may cause an increase in the price we must pay for properties. Our competitors may have greater resources than we do and may be willing to pay more for certain assets or may be willing to accept more risk than we believe can be prudently managed. In particular, larger companies may enjoy significant competitive advantages that result from, among other things, a lower cost of capital and enhanced operating efficiencies. Our competitors may also adopt transaction structures similar to ours, which would decrease our competitive advantage in offering flexible transaction terms. In addition, due to a number of factors, including but not limited to potential greater clarity of the laws and regulations governing medical-use cannabis by state and federal governments, the number of entities and the amount of funds competing for suitable investment properties may increase, resulting in increased demand and increased prices paid for these properties. If we pay higher prices for properties, our profitability may decrease, and you may experience a lower return on your investment. Increased competition for properties may also preclude us from acquiring those properties that would generate attractive returns to us.

Employees

We currently have two (2) employees, Jennifer Thomas and Steven Berg, who are also our officers and directors.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

The following table sets forth the names, ages, and biographical information of each of our current directors and executive officers, and the positions with the Company held by each person, and the date such person became a director or executive officer of the Company. Our executive officers are elected annually by the Board of Directors. The directors serve one-year terms until their successors are elected. The executive officers serve terms of one year or until their death, resignation or removal by the Board of Directors. Family relationships among any of the directors and officers are described below.

Jennifer Thomas, age 38, has been our Chief Executive Officer and a member of our Board of Directors since September 1, 2021. A lawyer by training, Ms. Thomas becomes the first chief executive to steward the Triangle 9 platform. The common thread in Ms. Thomas’ work has been her focus on broadening access to highly regulated industries so more companies, start-ups and consumers from diverse backgrounds can benefit from cutting-edge innovation. With more than half a decade of cannabis industry experience and 11+ years of corporate regulatory, financial markets and legal experience Ms. Thomas is uniquely suited to lead the Company. Driven by her own past family experiences navigating burgeoning industries for start-up companies and observing the limited investment opportunities for smaller and more diverse investors Ms. Thomas calls “the democratization of cannabis investing the financial justice issue of our age.” She comes to the Company from the top worldwide law firm Jones Day where she served as a senior attorney in the Merger & Acquisitions and Banking & Finance practice groups. There she was instrumental in the early-stage development of the firm’s Financial Institutions, Litigation and Regulations practice group – giving her a deep understating of the banking and financial markets. Ms. Thomas focused on real property deals, by arranging and syndicating real estate lending transactions and structuring agreements to balance differing rights and obligations of lenders and agents and multi-tiered real property financings. After to her time at Jones Day, Ms. Thomas was lead corporate and transactional counsel at Privateer Holdings. In that role, she helped lead the roll out of the company’s celebrity lifestyle and cannabis brands. Her team conducted a comprehensive analysis of the company’s policies, programs and personnel. She was critical in advising the company on strategy and regulatory compliance during the roll-out of its multi-state operations, retail sales and supply chain issues. She championed the repeal of the company’s hiring policy that excluded workers with prior non-violent possession offenses. Ms. Thomas then served as the Chief Legal Officer of Province Brands, a cannabis food and beverage technology company with a robust intellectual property portfolio, for several years. Ms. Thomas managed the company’s real property portfolio holdings. She was later appointed to the Chief Executive Officer position by the company’s board of directors. The Board tasked Ms. Thomas with shepherding the company through tumultuous times and led the initiatives to re-platform the company from a cannabis beer company to a food and beverage technology company. As CEO she also spearheaded the company’s transition from a pre-revenue entity into a revenue driven commercial operation.

Ms. Thomas has significant experience leading and developing corporate strategy and building business teams in a start-up environment. In her spare time, she recently founded the State Bar of Georgia’s cannabis and hemp law section and served as an inaugural board member of the Canadian Cannabis Beverage Alliance. Ms. Thomas received her JD from Howard University School of Law and her BFA from Southern Methodist University.

Steven Berg, age 57, has been our Chief Financial Officer, Secretary, and a member of our Board of Directors since September 1, 2021. He is a business leader with over 30 years’ experience spanning investment banking to building prominent companies in the cannabis industry. He has leveraged his background in strategy, capital raising and finance to build some of the most successful brands in cannabis. Berg is passionate about creating sustainable value through innovative strategy, execution via best practices, and high ethical standards for the benefit of all enterprise stakeholders. His key professional accomplishments have been achieved in executive roles at consumer products and financial companies. Berg most recently was CEO of NWT Holdings, LLC (dba Firefly Vapor, from June 2017 to December 2019), a leader in cannabis vaporization technology and consumer products. After taking the helm of the innovative startup company in 2017, Berg streamlined operations and managed new product development to position for growth. To scale the brand, he then successfully negotiated and executed the acquisition of Firefly by SLANG Worldwide Inc. as an integral component to SLANG’s IPO on the Canadian Stock Exchange. Prior to Firefly, Berg was the CFO of NWT Holdings, Inc. (dba O.penVAPE / Organa Brands, from December 2013 to June 2016), a Colorado pioneer in cannabis vaporization and oil extraction products. In addition to managing corporate finances and strategic initiatives, he drove brand expansion into multiple new state markets through recruitment of new operational partners and structuring license agreements. Prior to O.penVAPE, Berg was a founding partner of the ArcView Group’s successful ArcView Investor Network (May 2011 – November 2013), the cannabis industry’s first private investor network. ArcView has raised over $300 million in funding for startup entrepreneurs, venture and growth-stage companies. He conceived the network structure, engineered initial operations, and recruited charter investor members that built the foundation for ArcView’s success. Before entering the legal cannabis arena, Berg worked as an investment banker for major financial firms. He served as a Managing Director in the Capital Markets Group at Wells Fargo Bank in San Francisco, focusing on structured and derivatives transactions in corporate finance and developing multiple new funding and risk management products. He previously was with Union Bank of Switzerland and BNP Paribas in New York, where he worked in leveraged mergers and acquisitions, as well as in derivatives trading and risk management functions in the capital markets. Berg holds an M.B.A. from New York University Stern School of Business, and an undergraduate degree in Finance and Accounting from San Francisco State University. He currently resides in the San Francisco Bay Area.

Family Relationships

There are no family relationships between any of our officers or directors.

Other Directorships; Director Independence

Other than as set forth above, none of our officers and directors is a director of any company with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940.

For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The NASDAQ definition of “Independent Officer” means a person other than an Executive Officer or employee of the company or any other individual having a relationship which, in the opinion of the company’s Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. According to the NASDAQ definition, none of our directors are independent.

Board Committees

Our Board of Directors does not maintain a separate audit, nominating or compensation committee. Functions customarily performed by such committees are performed by its Board of Directors as a whole. We do not currently have an “audit committee financial expert” since we currently do not have an audit committee in place. We intend to create board committees, including an independent audit committee, in the near future.

We do not currently have a process for security holders to send communications to the Board.

Since our inception, the Board of Directors met as necessary.

Involvement in Certain Legal Proceedings

None of our officers or directors has, in the past ten years, filed bankruptcy, been convicted in a criminal proceeding or named in a pending criminal proceeding, been the subject of any order, judgment, or decree of any court permanently or temporarily enjoining him or her from any securities activities, or any other disclosable event required by Item 401(f) of Regulation S-K.

Code of Ethics

We have not adopted a written code of ethics, primarily because we believe and understand that our officers and directors adhere to and follow ethical standards without the necessity of a written policy.

EXECUTIVE COMPENSATION

Narrative Disclosure of Executive Compensation

Effective September 1, 2021, we entered into an employment agreement with Jennifer Thomas to serve as our Chief Executive Officer. Pursuant to the terms of the agreement, Thomas’ salary of $175,000 per year will accrue until we raise at least Five Million Dollars ($5,000,000) in one or more series of equity financings, at which time her deferred compensation will be paid in a one-time, lump-sum payment, and her salary will increase to $200,000 per year. In addition, Thomas will be issued restricted stock units in an amount equal to ten percent (10%) of the fully-diluted outstanding equity of our parent company, Triangle 9, Inc. The RSU’s will vest over a period of three (3) years.

Effective September 1, 2021, we entered into a verbal employment arrangement with Steven Berg to serve as our Chief Financial Officer. Pursuant to the terms of the arrangement, Berg’s salary of $150,000 per year will accrue until we raise at least Five Million Dollars ($5,000,000) in one or more series of equity financings, at which time his deferred compensation will be paid in a one-time, lump-sum payment, and his salary will increase to $175,000 per year. In addition, Thomas will be issued restricted stock units in an amount equal to seven and one-half percent (7.5%) of the fully-diluted outstanding equity of our parent company, Triangle 9, Inc. The RSU’s will vest over a period of three (3) years.

Summary Compensation Table

The following table sets forth information with respect to compensation earned by our President, Secretary, and Treasurer for the period from inception to June 30, 2021.

Director Compensation

For the period from inception through June 30, 2021, none of the members of our Board of Directors received compensation for his or her service as a director.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND

 RELATED STOCKHOLDER MATTERS

The following table sets forth, as of September 17, 2021, certain information with respect to our equity securities owned of record or beneficially by (i) each of our Officers and Directors; (ii) each person who owns beneficially more than 10% of each class of our outstanding equity securities; and (iii) all Directors and Executive Officers as a group.

The issuer is not aware of any person who owns of record, or is known to own beneficially, five percent or more of the outstanding securities of any class of the issuer, other than as set forth above. There are no classes of stock other than common stock issued or outstanding.

There are no current arrangements which will result in a change in control.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,  

AND DIRECTOR INDEPENDENCE

Management Agreement

On July 31, 2021, we entered into a Management Agreement with our sole shareholder, Triangle 9, Inc. Pursuant to the agreement, we agreed to pay to Triangle 9 (a) two percent (2%) of the amount of any funds raised by us from investors upon the sale of any of our securities, including instruments that are convertible into our securities, payable on the closing of any applicable financing; (b) one percent (1%) of the amount of any funds deployed by us for the purchase of any assets held for investment by us, payable on the closing of any asset purchase; and (c) twenty percent (20%) of the net gain (realized value above investment basis, not taking into account depreciation) from the sale of any assets held for investment by us, payable on the closing of any applicable asset sale. This Management Agreement allows us to retain for our investors eighty percent (80%) of our net gains, and is documentation of the “2 and 20” compensation model typical in real estate investments.

Shareholders Agreement

On July 31, 2021, we entered into a Shareholders Agreement with our sole shareholder, Triangle 9, Inc. Pursuant to the agreement, no shareholder who is a party to the agreement may engage in a direct or indirect sale, assignment, pledge, transfer (voluntary or involuntary, whether by action of law, order of any court, contract, gift, will, laws of intestacy, division in the context of a divorce or separation proceeding, or otherwise) or exchange or encumbrance (including the grant of a mortgage, trust deed, security interest or other encumbrance of any kind) of our securities, except upon the death or incapacity of the shareholder, or for estate planning purposes. Further, upon a Triggering Event (defined in the agreement to include death, incapacity, bankruptcy of shareholder, or a breach of the agreement by a shareholder), we have the option to purchase our securities from the shareholder at its then-fair market value. Triangle 9, Inc. also has a call option to purchase securities held by our investors at the then-fair market value. Finally, we have a right of first refusal to match the purchase price and terms of sale upon any proposed sale of our securities by a shareholder.

All investors in this Offering must execute a Joinder Agreement to become subject to the terms of the Shareholders Agreement.

Employment Agreements

Effective September 1, 2021, we entered into an employment agreement with Jennifer Thomas to serve as our Chief Executive Officer. Pursuant to the terms of the agreement, Thomas’ salary of $175,000 per year will accrue until we raise at least Five Million Dollars ($5,000,000) in one or more series of equity financings, at which time her deferred compensation will be paid in a one-time, lump-sum payment, and her salary will increase to $200,000 per year. In addition, Thomas will be issued restricted stock units in an amount equal to ten percent (10%) of the fully-diluted outstanding equity of our parent company, Triangle 9, Inc. The RSU’s will vest over a period of three (3) years.

Effective September 1, 2021, we entered into a verbal employment arrangement with Steven Berg to serve as our Chief Financial Officer. Pursuant to the terms of the arrangement, Berg’s salary of $150,000 per year will accrue until we raise at least Five Million Dollars ($5,000,000) in one or more series of equity financings, at which time his deferred compensation will be paid in a one-time, lump-sum payment, and his salary will increase to $175,000 per year. In addition, Thomas will be issued restricted stock units in an amount equal to seven and one-half percent (7.5%) of the fully-diluted outstanding equity of our parent company, Triangle 9, Inc. The RSU’s will vest over a period of three (3) years.

Senior Secured Line of Credit Convertible Promissory Note

Our sole shareholder, Triangle 9, Inc., entered into a Senior Secured Line of Credit Convertible Promissory Note on July 31, 2021 with Jordan Lams and Tarek Tabsh, our former officers and directors and, through Triangle 9, Inc., beneficial owners of all of our outstanding stock. Pursuant to the terms of the note, they have agreed to provide funding to Triangle 9, Inc. in an amount up to $100,000. Triangle 9, Inc. has agreed to accrue interest on the outstanding balance at the rate of 12.5% per annum. The outstanding principal and accrued interest is due and payable on July 30, 2023. The note may be converted, at any time and from time to time, into common stock of Triangle 9, Inc. at a conversion price equal to the lesser of (a) per share, (b) sixty percent (60%) of the lowest price per share at which the Company’s common stock is issued in a Change of Control Transaction, and (c) sixty percent (60%) of the average of the three (3) lowest VWAP’s during the twenty (20) trading day period ending on the last complete trading day prior to the date of conversion. If the Change of Control Transaction is a reverse merger or an IPO, the price per share shall be equal to the amount payable on a share of common stock in the Change of Control Transaction or IPO (or, if no such amount is payable, the fair market value of a share of common stock at the time, as determined by the Board of Directors of the Company in its sole discretion).

Director Independence

For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The NASDAQ definition of “Independent Officer” means a person other than an Executive Officer or employee of the company or any other individual having a relationship which, in the opinion of the company’s Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. According to the NASDAQ definition, none of our directors are independent.

DESCRIPTION OF SECURITIES

Our authorized capital stock consists of 2,000,000 shares of common stock, par value $0.001, and 200,000 shares of preferred stock, par value $0.001, of which 100,000 shares have been designated as Series A Convertible Preferred Stock. As of September 17, 2021, there were 400,000 shares of our common stock issued and outstanding, and 100,000 shares of Series A Convertible Preferred Stock issued and outstanding.

Common Stock. Each shareholder of our common stock is entitled to a pro rata share of cash distributions made to shareholders, including dividend payments. The holders of our common stock are entitled to one vote for each share of record on all matters to be voted on by shareholders. There is no cumulative voting with respect to the election of our directors or any other matter. Therefore, the holders of more than 50% of the shares voted for the election of those directors can elect all of the directors. The holders of our common stock are entitled to receive dividends when and if declared by our Board of Directors from funds legally available therefore. Cash dividends are at the sole discretion of our Board of Directors. In the event of our liquidation, dissolution or winding up, the holders of common stock are entitled to share ratably in all assets remaining available for distribution to them after payment of our liabilities and after provision has been made for each class of stock, if any, having any preference in relation to our common shareholders of shares of our common stock have no conversion, preemptive or other subscription rights, and there are no redemption provisions applicable to our common stock.

Preferred Stock. The Company’s authorized capital consists of 200,000 shares of preferred stock, $0.001 par value per share, the rights, privileges, and preferences of which can be set by our Board of Directors without further shareholder approval. Only one series of preferred stock has been established, the Series A Convertible Preferred Stock, and currently, 100,000 shares of Series A Convertible Preferred Stock are issued or outstanding and held by Triangle 9, Inc.

Each share of Series A Convertible Preferred Stock is convertible into one share of common stock and is entitled to twenty-five (25) votes on all matters that come before the common shareholders or shareholders generally.

Dividend Policy. We have not declared or paid a cash dividend on our capital stock in our last two fiscal years and we do not expect to pay cash dividends on our common stock in the foreseeable future. We currently intend to retain our earnings, if any, for use in our business. Any dividends declared in the future will be at the discretion of our Board of Directors and subject to any restrictions that may be imposed by our lenders.

Options and Warrants.

There are currently no options or warrants to acquire our common stock outstanding.

INTERESTS OF NAMED EXPERTS AND COUNSEL

Green Growth CPAs was our independent registered public accounting firm for the period from inception through June 30, 2021.

Clyde Snow & Sessions, PC serves as our legal counsel in connection with this offering.

PROPERTIES

We do not currently maintain office space.

LEGAL PROCEEDINGS

We are not a party to or otherwise involved in any legal proceedings.

In the ordinary course of business, we are from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations. However, in the opinion of our management, other than as set forth herein, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.

FINANCIAL STATEMENTS

TRIANGLE 9 REAL ESTATE INC. 

FINANCIAL STATEMENTS
FROM INCEPTION (JUNE 16, 2021) TO JUNE 30, 2021

(Expressed in United States Dollars)

INDEPENDENT ACCOUNTANT’S REVIEW REPORT

To the Board of Directors and Shareholders

of Triangle 9 Real Estate, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Triangle 9 Real Estate Inc. as of June 30, 2021, and the related statements of income, comprehensive income, stockholders’ equity, and cash flows as of Inception (June 16, 2021) to June 30, 2021, and the related notes collectively referred to as the financial statements.

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of Inception (June 16, 2021) to June 30, 2021, and the results of its operations and its cash flows for the period the ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

All amounts in these Notes are expressed in of United States dollars (“$” or “US$”), unless otherwise indicated.

1. NATURE OF OPERATIONS

Triangle 9 Real Estate Inc., was incorporated on June 16, 2021 in the state of Delaware. The financial statements of Triangle 9 Real Estate Inc., (which may be referred to as the "Company", "we," "us," or "our") are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s headquarters are located in Dover, Delaware.

The Company is primarily focused on leasing of properties to licensed cannabis operators throughout the value chain.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America ("US GAAP").

Use of Estimates

The preparation of financial statements in conformity with United States 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. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include all cash in banks. The Company’s cash are deposited in demand accounts at financial institutions that management believes are creditworthy.

Revenue Recognition

The Company will recognize revenues base revenue under the lease agreements with licensed cannabis operators, including up-front fees, on a straight-line basis in equal periodic amounts over the term of the agreement. Revenue derived from providing additional services to residents is recognized as those services are provided. Interest income is recognized when earned.

Income Taxes

The Company applies ASC 740 Income Taxes (“ASC 740”). Deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial statement reported amounts at each period end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The provision for income taxes represents the tax expense for the period, if any and the change during the period in deferred tax assets and liabilities.

ASC 740 also provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. A tax benefit from an uncertain position is recognized only if it is “more likely than not” that the position is sustainable upon examination by the relevant taxing authority based on its technical merit.

The Company is subject to tax in the United States (“U.S.”) and files tax returns in the U.S. Federal jurisdiction and California state jurisdiction. The Company is subject to U.S. Federal, state and local income tax examinations by tax authorities for all periods since Inception. The Company has recently commenced operations and is not currently under examination by any tax authority.

Concentration of Credit Risk

The Company maintains its cash with a major financial institution located in the United States of America which it believes to be creditworthy. Balances are insured by the Federal Deposit Insurance Corporation up to $250,000. At times, the Company may maintain balances in excess of the federally insured limits.

Fair Value of Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value:

Level 1—Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities.

Level 2—Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.

Level 3—Unobservable inputs reflecting the Company’s assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Fair-value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2021. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values.

Subsequent Events

The Company considers events or transactions that occur after the balance sheets date, but prior to the issuance of the financial statements to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated through July 2, 2021, which is the date the financial statements were issued.

Recently Issued and Adopted Accounting Pronouncements

In February 2019, FASB issued ASU No. 2019-02, Leases, that requires organizations that lease assets, referred to as "lessees", to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases with lease terms of more than 12 months. ASU 2019-02 will also require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases and will include qualitative and quantitative requirements. The new standard for nonpublic entities will be effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020, and early application is permitted. We are currently evaluating the effect that the updated standard will have on the financial statements and related disclosures.

In June 2019, FASB amended ASU No. 2019-07, Compensation – Stock Compensation, to expand the scope of Topic 718, Compensation – Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. The new standard for nonpublic entities will be effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020, and early application is permitted. We are currently evaluating the effect that the updated standard will have on the financial statements and related disclosures.

In August 2019, amendments to existing accounting guidance were issued through Accounting Standards Update 2019-15 to clarify the accounting for implementation costs for cloud computing arrangements. The amendments specify that existing guidance for capitalizing implementation costs incurred to develop or obtain internal-use software also applies to implementation costs incurred in a hosting arrangement that is a service contract. The guidance is effective for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021, and early application is permitted. We are currently evaluating the effect that the updated standard will have on the financial statements and related disclosures.

The FASB issues ASUs to amend the authoritative literature in ASC. There have been a number of ASUs to date, including those above, that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact our financial statements.

3. DEBT

The company currently has no debt.

4. SHAREHOLDERS’ EQUITY

Common Stock

As of June 30, 2021, the Company had authorized 2,000,000 shares of Common Stock with par value of $0.001 per share and 200,000 shares of Preferred Stock with par value of $0.001 of which 100,000 shares are designated as Series A Convertible Preferred Stock. As of June 30, 2021, the Company had 400,000 shares of Common Stock and 100,000 shares of Series A Convertible Preferred Stock issued and outstanding.

5. RELATED PARTIES

There are no related party transactions.

6. COMMITMENTS AND CONTINGENCIES

Contingencies

The Company’s operations are subject to a variety of local and state regulation. Failure to comply with one or more of those regulations could result in fines, restrictions on its operations, or losses of permits that could result in the Company ceasing operations.

Litigation and Claims

From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As of June 30, 2021, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company’s operations.

7. SUBSEQUENT EVENTS

The Company has evaluated subsequent events through July 2, 2021 the date the financial statements were available to be issued.

There have been no other events or transactions during this time which would have a material effect on these financial statements.

8. GOING CONCERN

The Company lacks significant working capital and has only recently commenced operations. We will incur significant additional costs before significant revenue is achieved. These matters raise substantial doubt about the Company's ability to continue as a going concern. During the next 12 months, the Company intends to fund its operations with funding from our proposed Regulation a campaign, and additional debt and/or equity financing as determined to be necessary. There are no assurances that management will be able to raise capital on terms acceptable to the Company. If we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our planned development, which could harm our business, financial condition and operating results. The balance sheet and related financial statements do not include any adjustments that might result from these uncertainties.

PART III – EXHIBITS

* Previously filed.

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonably grounds to believe that it meets all of the requirements for filing on Form 1-A/A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on November 1, 2021.

EXHIBIT 3.1

EXHIBIT 3.2

EXHIBIT 3.3

BYLAWS

OF

TRIANGLE 9 REAL ESTATE, INC.

BYLAWS

OF

TRIANGLE 9 REAL ESTATE, INC.,

A Delaware Corporation

ARTICLE I

OFFICES

Section 1. Principal Office. The principal office for the transaction of business of the Corporation is hereby fixed and located at 3753 Howard Hughes Pkwy, Suite 200, Las Vegas, NV 89169. The location may be changed by the Board of Directors at their discretion, and additional offices may be established and maintained at such other place or places, either within or outside of Delaware, as the Board of Directors may from time to time designate.

Section 2. Other Offices. Branch or subordinate offices may at any time be established by the Board of Directors at any place or places where the Corporation is qualified to do business.

ARTICLE II

DIRECTORS - MANAGEMENT

Section 1. Powers, Standard of Care.

A. Powers. Subject to the provisions of the Delaware General Corporation Law (hereinafter the “Act”), and subject to any limitations in the Articles of Incorporation of the Corporation relating to action required to be approved by the Shareholders, or by the outstanding shares, the business, and affairs of the Corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors. The Board of Directors may delegate the management of the day‑to‑day operation of the business of the Corporation to a management company or other persons, provided that the business and affairs of the Corporation shall be managed, and all corporate powers shall be exercised, under the ultimate direction of the Board.

B. Standard of Care; Liability:

(i) Each Director shall exercise such powers and otherwise perform such duties, in good faith, in the matters such Director believes to be in the best interests of the Corporation, and with such care, including reasonable inquiry, using ordinary prudence, as a person in a like position would use under similar circumstances.

(ii) In performing the duties of a Director, a Director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in which case prepared or presented by:

(a) One or more officers or employees of the Corporation whom the Director believes to be reliable and competent in the matters presented,

(b) Counsel, independent accountants, or other persons as to which the Director believes to be within such person’s professional or expert competence, or

(c) A Committee of the Board upon which the Director does not serve, as to matters within its designated authority, which committee the Director believes to merit confidence, so long as in any such case the Director acts in good faith, after reasonable inquiry when the need, therefore, is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.

Section 2. Number and Qualification of Directors. The authorized number of Directors of the Corporation shall be at least one (1) but not more than five (5) until changed by a duly adopted amendment to the Articles of Incorporation or by an amendment to this Section 2 of Article II of these Bylaws, adopted by the vote or written consent of Shareholders entitled to exercise majority voting power as provided in the Act.

Section 3. Election and Term of Office of Directors. Directors shall be elected at each annual meeting of the Shareholders to hold office until the next annual meeting. Each Director, including a Director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.

Section 4. Vacancies.

A. Vacancies on the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director, except that a vacancy created by the removal of a Director by the vote or written consent of the Shareholders, or by a court order, may be filled only by the vote of a majority of the shares entitled to vote, represented at a duly held meeting at which a quorum is present, or by the written consent of holders of the majority of the outstanding shares entitled to vote. Each Director so elected shall hold office until the next annual meeting of the Shareholders and until a successor has been elected and qualified.

B. A vacancy or vacancies on the Board of Directors shall be deemed to exist in the event of the death, resignation, or removal of any Director, or if the Board of Directors by resolution declares vacant the office of a Director who has been declared of unsound mind by an order of court or convicted of a felony.

C. The Shareholders may elect a Director or Directors at any time to fill any vacancy or vacancies not filled by the Directors, but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote.

D. Any Director may resign, effective on giving written notice to the Chairman of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a Director is effective at a future time, the Board of Directors may, prior to the effective date of a Director’s resignation, elect a successor to take office when the resignation becomes effective.

E. No reduction of the authorized number of Directors shall have the effect of removing any Director before that Director’s term of office expires.

Section 5. Removal of Directors.

A. The entire Board of Directors, or any individual Director, may be removed from office as provided by the Act. In such case, the remaining members, if any, of the Board of Directors may elect a successor Director to fill such vacancy for the remaining unexpired term of the Director so removed.

Section 6. Place of Meetings. Regular meetings of the Board of Directors shall be held at any place within or outside the state that has been designated from time to time by resolution of the Board. In the absence of such resolution, regular meetings shall be held at the principal executive office of the Corporation. Special meetings of the Board shall be held at any place within or outside the state that has been designated in the notice of the meeting, or, if not stated in the notice or there is no notice, at the principal executive office of the Corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all Directors participating in such meeting can hear one another, and all such Directors shall be deemed to have been present in person at such meeting.

Section 7. Annual Meetings. Immediately following each annual meeting of Shareholders, the Board of Directors shall hold a regular meeting for the purpose of organization, the election of officers, and the transaction of other business. Notice of this meeting shall not be required. Minutes of any meeting of the Board, or any committee thereof, shall be maintained as required by the Act by the Secretary or other officer designated for that purpose.

Section 8. Other Regular Meetings.

A. Other regular meetings of the Board of Directors shall be held without call at such time as shall from time to time be fixed by the Board of Directors. Such regular meetings may be held without notice, provided the time and place of such meetings have been fixed by the Board of Directors, and further provided the notice of any change in the time of such meeting shall be given to all the Directors. Notice of a change in the determination of the time shall be given to each Director in the same manner as notice for such special meetings of the Board of Directors.

B. If said day falls upon a holiday, such meetings shall be held on the next succeeding day thereafter.

Section 9. Special Meetings/Notices.

A. Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the Chairman of the Board or the President or the Secretary or any two Directors.

B. Notice of the time and place for special meetings shall be delivered personally or by telephone to each Director or sent by first class mail or email, addressed to each Director at his or her address as it is shown in the records of the Corporation. In case such notice is mailed, it shall be deposited in the United States mail at least four days prior to the time of holding the meeting. In case such notice is delivered personally, or by telephone or telegram, it shall be delivered personally or by telephone or to the telegram company at least 48 hours prior to the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated to either the Director or to a person at the office of the Director who the person giving the notice has reason to believe will promptly communicate same to the Director. The notice need not specify the purpose of the meeting, nor the place, if the meeting is to be held at the principal executive office of the Corporation.

Section 10. Waiver of Notice.

A. The transactions of any meeting of the Board of Directors, however called, noticed, or wherever held, shall be as valid as though had at a meeting duly held after the regular call and notice if a quorum be present and if, either before or after the meeting, each of the Directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes thereof. Waivers of notice or consent need not specify the purposes of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made part of the minutes of the meeting.

B. Notice of a meeting shall also be deemed given to any Director who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Director.

Section 11. Quorums. A majority of the authorized number of Directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 12 of this Article II. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum was present shall be regarded as the act of the Board of Directors, subject to the provisions of the Act. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors if any action taken is approved by at least a majority of the required quorum for that meeting.

Section 12. Adjournment. A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

Section 13. Notice of Adjournment. Notice of the time and place of the holding of an adjourned meeting need not be given, unless the meeting is adjourned for more than 24 hours, in which case notice of such time and place shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.

Section 14. Board of Directors Provided by Articles or Bylaws. In the event only one Director is required by the Bylaws or the Articles of Incorporation, then any reference herein to notices, waivers, consents, meetings, or other actions by a majority or quorum of the Board of Directors shall be deemed or referred as such notice, waiver, etc., by the sole Director, who shall have all rights and duties and shall be entitled to exercise all of the powers and shall assume all the responsibilities otherwise herein described, as given to the Board of Directors.

Section 15. Directors Action by Unanimous Written Consent. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting and with the same force and effect as if taken by a unanimous vote of Directors, if authorized by a writing signed individually or collectively by all members of the Board of Directors. Such consent shall be filed with the regular minutes of the Board of Directors.

Section 16. Compensation of Directors. Directors, and members as such, shall not receive any stated salary for their services, but by resolution of the Board of Directors, a fixed sum and expense of attendance, if any, may be allowed for attendance at each regular and special meeting of the Board of Directors; provided, however, that nothing contained herein shall be construed to preclude any Director from serving the Corporation in any other capacity as an officer, employee or otherwise, and receiving compensation for such services.

Section 17. Committees. Committees of the Board of Directors may be appointed by resolution passed by a majority of the whole Board. Committees shall be composed of two or more members of the Board of Directors. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. Committees shall have such powers as those held by the Board of Directors as may be expressly delegated to it by resolution of the Board of Directors, except those powers expressly made non-delegable by the Act.

Section 18. Meetings and Action of Committees. Meetings and action of committees shall be governed by, and held and taken in accordance with, the provisions of Article II, Sections 6, 8, 9, 10, 11, 12, 13, and 15, with such changes in the context of those Sections as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time of the regular meetings of the committees may be determined by resolution of the Board of Directors as well as the committee, and special meetings of committees may also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws.

Section 19. Advisory Directors. The Board of Directors from time to time may elect one or more persons to be Advisory Directors, who shall not by such appointment be members of the Board of Directors. Advisory Directors shall be available from time to time to perform special assignments specified by the President, to attend meetings of the Board of Directors upon invitation, and to furnish consultation to the Board of Directors. The period during which the title shall be held may be prescribed by the Board of Directors. If no period is prescribed, the title shall be held at the pleasure of the Board of Directors.

ARTICLE III

OFFICERS

Section 1. Officers. The principal officers of the Corporation shall be a President, a Secretary, and a Chief Financial Officer who may also be called Treasurer. The Corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article III. Any number of offices may be held by the same person.

Section 2. Election of Officers. The principal officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article, shall be chosen by the Board of Directors, and each shall serve at the pleasure of the Board of Directors, subject to the rights, if any, of an officer under any contract of employment.

Section 3. Subordinate Officers, Etc. The Board of Directors may appoint such other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in the Bylaws or as the Board of Directors may from time to time determine.

Section 4. Removal and Resignation of Officers.

A. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by a majority of the Directors at that time in office, at any regular or special meeting of the Board of Directors, or, except in the case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.

B. Any officer may resign at any time by giving written notice to the Board of Directors. Any resignation shall take effect on the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.

Section 5. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in the Bylaws for regular appointments to that office.

Section 6. Chairman of the Board.

A. The Chairman of the Board, if such an officer be elected, shall, if present, preside at the meetings of the Board of Directors and exercise and perform such other powers and duties as may, from time to time, be assigned by the Board of Directors or prescribed by the Bylaws. If there is no President, the Chairman of the Board shall, in addition, be the Chief Executive Officer of the Corporation and shall have the powers and duties prescribed in Section 7 of this Article III.

Section 7. President and Chief Executive Officer. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there is such an officer, the President along with the Chief Executive Officer of the Corporation shall, subject to the control of the Board of Directors, have general supervision, discretion, and control of the business and officers of the Corporation. The President or the Chief Executive Officer shall preside at all meetings of the Shareholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. The President and Chief Executive Officer, jointly, shall have the general powers and duties of management usually vested in the office of President and Chief Executive Officer of a corporation, each shall be ex officio a member of all the standing committees, including the Executive Committee, if any, and shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws.

In the absence or disability of the President or Chief Executive Officer, the Vice Presidents, if any, in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President or Chief Executive Officer, as the case may be, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President or the Chief Executive Officer. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them, respectively, by the Board of Directors or the Bylaws, the President, the Chief Executive Officer, or the Chairman of the Board.

Section 8. Secretary.

A. The Secretary shall keep, or cause to be kept, a book of minutes of all meetings of the Board of Directors and Shareholders at the principal office of the Corporation or such other place as the Board of Directors may order. The minutes shall include the time and place of holding the meeting, whether regular or special, and if a special meeting, how authorized, the notice thereof given, and the names of those present at Directors’ and committee meetings, the number of shares present or represented at Shareholders’ meetings and the proceedings thereof.

B. The Secretary shall keep, or cause to be kept, at the principal office of the Corporation or at the office of the Corporation’s transfer agent, a share register, or duplicate share register, showing the names of the Shareholders and their addresses; the number and classes or shares held by each; the number and date of certificates issued for the same; and the number and date of cancellation of every certificate surrendered for cancellation.

C. The Secretary shall give, or cause to be given, notice of all the meetings of the Shareholders and of the Board of Directors required by the Bylaws or by law to be given. The Secretary shall keep the seal of the Corporation in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by the Bylaws.

Section 9. Chief Financial Officer or Treasurer.

A. The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, in accordance with generally accepted accounting principles, adequate and correct accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, earnings (or surplus) and shares issued. The books of account shall, at all reasonable times, be open to inspection by any Director.

B. The Chief Financial Officer shall deposit all monies and other valuables in the name and to the credit of the Corporation with such depositaries as may be designated by the Board of Directors. The Chief Financial Officer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, shall render to the President and Directors, whenever they request it, an account of all of the transactions of the Chief Financial Officer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.

ARTICLE IV

SHAREHOLDERS’ MEETINGS

Section 1. Place of Meetings. Meetings of the Shareholders shall be held at any place within or outside the state of Delaware designated by the Board of Directors. In the absence of any such designation, Shareholders’ meetings shall be held at the principal executive office of the Corporation.

Section 2. Annual Meeting.

A. The annual meeting of the Shareholders shall be held, each year, as follows:

B. If this day shall be a legal holiday, then the meeting shall be held on the next succeeding business day, at the same time. At the annual meeting, the Shareholders shall elect a Board of Directors, consider reports of the affairs of the Corporation, and transact such other business as may be properly brought before the meeting.

C. If the above date is inconvenient, the annual meeting of Shareholders shall be held each year on a date and at a time designated by the Board of Directors within ninety days of the above date upon proper notice to all Shareholders.

Section 3. Special Meetings.

A. Special meetings of the Shareholders for any purpose or purposes whatsoever, may be called at any time by the Board of Directors, the Chairman of the Board, the President, or by one or more Shareholders holding shares in the aggregate entitled to cast not less than 10% of the votes at any such meeting. Except as provided in paragraph B below of this Section 3, notice shall be given as for the annual meeting.

B. If a special meeting is called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the Chairman of the Board, the President, any Vice President or the Secretary of the Corporation. The officer receiving such request shall forthwith cause notice to be given to the Shareholders entitled to vote, in accordance with the provisions of Sections 4 and 5 of this Article, indicating that a meeting will be held at the time requested by the person or persons calling the meeting, not less than 35 nor more than 60 days after the receipt of the request. If the notice is not given within 20 days after receipt of the request, the person or persons requesting the meeting may give the notice in the manner provided in these Bylaws. Nothing contained in this paragraph of this Section shall be construed as limiting, fixing, or affecting the time when a meeting of Shareholders called by action of the Board of Directors may be held.

Section 4. Notice of Meetings - Reports.

A. Notice of any Shareholders meetings, annual or special, shall be given in writing not less than 10 days nor more than 60 days before the date of the meeting to Shareholders entitled to vote thereon by the Secretary or the Assistant Secretary, or if there be no such officer, or in the case of said Secretary or Assistant Secretary’s neglect or refusal, by any Director or Shareholder.

B. Such notices or any reports shall be given personally or by mail or other means of written communication as provided in the Act and shall be sent to the Shareholder’s address appearing on the books of the Corporation, or supplied by the Shareholder to the Corporation for the purpose of notice, and in the absence thereof, as provided in the Act by posting notice at a place where the principal executive office of the Corporation is located or by publication at least once in a newspaper of general circulation in the county in which the principal executive office is located.

C. Notice of any meeting of Shareholders shall specify the place, the day and the hour of meeting, and (i) in case of a special meeting, the general nature of the business to be transacted and that no other business may be transacted, or (ii) in the case of an annual meeting, those matters which the Board of Directors, at the date of mailing of notice, intends to present for action by the Shareholders. At any meetings where Directors are elected, notice shall include the names of the nominees, if any, intended at the date of notice to be presented for election.

D. Notice shall be deemed given at the time it is delivered personally or deposited in the mail or sent by other means of written communication. The officer giving such notice or report shall prepare and file in the minute book of the Corporation an affidavit or declaration thereof.

E. If action is proposed to be taken at any meeting for approval of (i) contracts or transactions in which a Director has a direct or indirect financial interest, (ii) an amendment to the Articles of Incorporation, (iii) a reorganization of the Corporation, (iv) dissolution of the Corporation, or (v) a distribution to preferred Shareholders, the notice shall also state the general nature of such proposal.

Section 5. Quorum.

A. The holders of a majority of the shares entitled to vote at a Shareholders’ meeting, present in person, or represented by proxy, shall constitute a quorum at all meetings of the Shareholders for the transaction of business except as otherwise provided by the Act or by these Bylaws.

B. The Shareholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by a majority of the shares required to constitute a quorum.

Section 6. Adjourned Meeting and Notice Thereof.

A. Any Shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at such meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at such meeting.

B. When any meeting of Shareholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at a meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than 45 days from the date set for the original meeting, in which case the Board of Directors shall set a new record date. Notice of any adjourned meeting shall be given to each Shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Section 4 of this Article. At any adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.

Section 7. Waiver of Consent by Absent Shareholders.

A. The transactions of any meeting of Shareholders, either annual or special, however called and noticed, shall be valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the Shareholders entitled to vote, not present in person or by proxy, sign a written waiver of notice, or a consent to the holding of such meeting or an approval of the minutes thereof.

B. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any regular or special meeting of Shareholders, except that if action is taken or proposed to be taken for approval of any of those matters specified in Section E of Section 4 of this Article, the waiver of notice or consent shall state the general nature of such proposal. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

C. Attendance of a person at a meeting shall also constitute a waiver of notice of such meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice. A Shareholder or Shareholders of the Corporation holding at least 5% in the aggregate of the outstanding voting shares of the Corporation may (i) inspect, and copy the records of Shareholders’ names and addresses and shareholdings during usual business hours upon five days prior written demand upon the Corporation, and/or (ii) obtain from the transfer agent by paying such transfer agent’s usual charges for such a list, a list of the Shareholders’ names and addresses who are entitled to vote for the election of Directors, and their shareholdings, as of the most recent record date for which such list has been compiled or as of a date specified by the Shareholders subsequent to the day of demand. Such list shall be made available by the transfer agent on or before the later of five days after the demand is received or the date specified therein as the date as of which the list is to be compiled. The record of Shareholders shall also be open to inspection upon the written demand of any Shareholder or holder of a voting trust certificate, at any time during usual business hours, for a purpose reasonably related to such holder’s interest as a Shareholder or as a holder of a voting trust certificate. Any inspection and copying under this Section may be made in person or by an agent or attorney of such Shareholder or holder of a voting trust certificate making such demand.

Section 8. Maintenance and Inspection of Bylaws. The Corporation shall keep at its principal executive office, or if not in this state, at its principal business office in this state, the original or a copy of the Bylaws amended to date, which shall be open to inspection by the Shareholders at all reasonable times during office hours. If the principal executive office of the Corporation is outside the state and the Corporation has no principal business office in this state, the Secretary shall, upon written request of any Shareholder, furnish to such Shareholder a copy of the Bylaws as amended to date.

Section 9. Annual Report to Shareholders.

A. Provided the Corporation has 100 Shareholders or less, the Annual Report to Shareholders referred to in the Act is expressly dispensed with, but nothing herein shall be interpreted as prohibiting the Board of Directors from issuing annual or other period reports to Shareholders of the Corporation as they deem appropriate.

B. Should the Corporation have 100 or more Shareholders, an Annual Report to Shareholders must be furnished not later than 120 days after the end of each fiscal period. The Annual Report to Shareholders shall be sent at least 15 days before the annual meeting of the Shareholders to be held during the next fiscal year and in the manner specified in Section 4 of Article V of these Bylaws for giving notice to Shareholders of the Corporation. The Annual Report to Shareholders shall contain a Balance Sheet as of the end of the fiscal year and an Income Statement and Statement of Changes in Financial Position for the fiscal year, accompanied by any report of independent accountants or, if there is no such report, the certificate of an authorized officer of the Corporation that the statements were prepared without audit from the books and records of the Corporation.

Section 10. Financial Statements.

A. A copy of any annual financial statement and any Income Statement of the Corporation for each quarterly period of each fiscal year, and any accompanying Balance Sheet of the Corporation as of the end of each such period, that has been prepared by the Corporation shall be kept on file at the principal executive office of the Corporation for 12 months from the date of its execution, and each such statement shall be exhibited at all reasonable times to any Shareholder demanding an examination of such statement or a copy shall be made for any such Shareholder.

B. The Corporation also shall, upon the written request of any Shareholder, mail to the Shareholder a copy of the last annual Income Statement which it has prepared and a Balance Sheet as of the end of such period. This quarterly Income Statement and Balance Sheet referred to in this Section shall be accompanied by the report thereon, if any, of any independent accountants engaged by the Corporation or the certificate of authorized officer of the Corporation such that financial statements were prepared without audit from the books and records of the Corporation.

Section 11. Annual Statement of General Information. The Corporation shall, in a timely manner, in each year, file with the Secretary of State of Delaware, on the prescribed form, the statement setting forth the authorized number of Directors, the names and complete business or residence addresses of all incumbent Directors, the names and complete business or residence addresses of the Chief Executive Officer, Secretary and Chief Financial Officer, the street address of its principal executive office or principal business office in this state and the general type of business constituting the principal business activity of the Corporation, together with a designation of the agent of the Corporation for the purpose of the service of process, all in compliance with the Act.

ARTICLE V

AMENDMENTS TO BYLAWS

Section 1. Amendment by Shareholders. New Bylaws may be adopted or these Bylaws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that if the Articles of Incorporation of the Corporation set forth the number of authorized Directors of the Corporation, the authorized number of Directors may be changed only by amendment to the Articles of Incorporation.

Section 2. Amendment by Directors. Subject to the rights of the Shareholders to adopt, amend or repeal the Bylaws, as provided in Section 1 of this Article IX, and the limitations of the Act, the Board of Directors may adopt, amend or repeal any of these Bylaws other than an amendment to the Bylaws changing the authorized number of Directors.

Section 3. Record of Amendments. Whenever an amendment or new Bylaw is adopted, it shall be copied in the corporate book of Bylaws with the original Bylaws, in the appropriate place. If any Bylaw is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or written assent was filed shall be stated in the corporate book of Bylaws.

ARTICLE VI

MISCELLANEOUS

Section 1. Shareholders’ Agreements. Notwithstanding anything contained in this Article VI to the contrary, in the event the Corporation elects to become a close corporation, an agreement between two or more Shareholders thereof, if in writing and signed by the parties thereto, may provide that in exercising any voting rights, the shares held by them shall be voted as provided therein or in the Act, and may otherwise modify the provisions contained in Article IV, herein as to Shareholders’ meetings and actions.

Section 2. Effect of Shareholders’ Agreements. Any Shareholders’ Agreement authorized by the Act, shall only be effective to modify the terms of these Bylaws if the Corporation elects to become a close corporation with the appropriate filing of an amendment to its Articles of Incorporation as required by the Act and shall terminate when the Corporation ceases to be a close corporation. Any other provisions of the Act or these Bylaws may be altered or waived thereby, but to the extent they are not so altered or waived, these Bylaws shall be applicable.

Section 3. Subsidiary Corporations. Shares of the Corporation owned by a subsidiary shall not be entitled to vote on any matter.

Section 4. Accounting Year. The accounting year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 5. Form. The corporate seal shall be circular in form and shall have inscribed thereon the name of the Corporation, the date of its incorporation, and the word “Delaware” to indicate the Corporation was incorporated pursuant to the laws of the State of Delaware.

[end]

CERTIFICATE OF SECRETARY

I, the undersigned, certify that:

1. I am the duly elected and acting secretary of Triangle 9 Real Estate, Inc., a Delaware corporation; and

2. The foregoing Bylaws, consisting of 15 pages, are the Bylaws of this Corporation as adopted by the Board of Directors in accordance with the Delaware General Corporation Law and that such Bylaws have not been amended and are in full force and effect.

IN WITNESS WHEREOF, I have subscribed my name and affixed the seal of this Corporation on June 21, 2021.

EXHIBIT 4.1

TRIANGLE 9 REAL ESTATE, INC.

Form of

Subscription Agreement to subscribe for Common Stock

SUBSCRIPTION AGREEMENT

Triangle 9 Real Estate, Inc.

3753 Howard Hughes Parkway, Suite 200

Las Vegas, NV 89169

Ladies and Gentlemen:

1. Subscription. The person named on the signature page of this subscription agreement (the “Purchaser”) (this “Subscription Agreement”), intending to be legally bound, hereby irrevocably agrees to purchase from Triangle 9 Real Estate, Inc., a Delaware corporation (the “Company”), the number of shares of Common Stock (the “Shares”) set forth on the signature page of this Subscription Agreement at a purchase price of $50.00 per Share and on the terms and conditions of the Company’s Form 1-A and offering circular dated [•] (the “Offering Circular”), a copy of which the Purchaser has received.

This subscription is submitted by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the offering by the Company of up to 1,500,000 Shares for maximum aggregate gross proceeds of $75,000,000 (the “Offering”). Purchaser agrees to execute the Joinder Agreement attached hereto as Exhibit A and to be subject to the terms and conditions of the Shareholders Agreement to which it relates.

Upon the basis of the representations and warranties, and subject to the terms and conditions set forth herein, the Company agrees to issue and sell the Shares to the Purchaser on the date the Offering is closed (the “Closing”) for the aggregate purchase price set forth on the front page hereto (the “Subscription Price”).

2. Payment. Concurrent with the execution hereof, the Purchaser will pay the Subscription Price by check, wire, ACH transfer, credit card, or transfer of cryptocurrency acceptable to the Company. Purchaser acknowledges that (i) the Offering is conducted on a best-efforts basis; (ii) there is no minimum amount that the Company must raise; and (iii) the Subscription Price will not be refunded after Closing.

3. Termination of Offering or Rejection of Subscription. The Purchaser understands and agrees that the Company, in its sole discretion, reserves the right to accept or reject this or any other subscription for Shares, in whole or in part, and for any reason or no reason, notwithstanding prior receipt by the Purchaser of notice of acceptance of this subscription. If the Company rejects a subscription, either in whole or in part (which decision is in its sole discretion), the Company shall cause its payment services provider to return promptly the rejected Subscription Price or the rejected portion thereof to the Purchaser without deduction, offset or interest accrued thereon. If this subscription is rejected in whole this Subscription Agreement shall thereafter be of no further force or effect. If this subscription is rejected in part, this Subscription Agreement will continue in full force and effect to the extent this subscription was accepted.

4. Acceptance of Subscription. At the Closing, if the Company accepts this subscription in whole or in part, the Company shall execute and deliver to the Purchaser a counterpart executed copy of this Subscription Agreement. The Company shall have no obligation hereunder until the Company shall execute and deliver to the Purchaser an executed copy of this Subscription Agreement, and until the Purchaser shall have executed and delivered to the Company this Subscription Agreement and a substitute Form W-9 (if applicable) and shall have deposited the Subscription Price in accordance with this Agreement.

5. Representations and Warranties, Acknowledgments, and Agreements. The Purchaser hereby acknowledges, represents, warrants and agrees to and with the Company as follows:

a. The Purchaser is aware that an investment in the Shares involves a significant degree of risk, and has received the Company’s Offering Circular and, in particular, the “Risk Factors” section therein. The Purchaser understands that the Company is subject to all the risks applicable to early-stage companies, whether or not set forth in such “Risk Factors”.

b. The offering and sale of the Shares has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The Purchaser understands that the offering and sale of the Shares is intended to be exempt from registration under the Securities Act, by virtue of Tier 2 of Regulation A thereof, based, in part, upon the representations, warranties and agreements of the Purchaser contained in this Subscription Agreement, including, without limitation, the investor qualification (“Investor Qualification and Attestation”) immediately following the signature page of this Subscription Agreement. The Purchaser is purchasing the Shares for its own account for investment purposes only and not with a view to or intent of resale or distribution thereof in violation of any applicable securities laws, in whole or in part.

c. The Purchaser, as set forth in the Investor Certification attached hereto, as of the date hereof is a “qualified purchaser” as that term is defined in Regulation A (a “Qualified Purchaser”). The Purchaser agrees to promptly provide the Company and its respective agents with such other information as may be reasonably necessary for them to confirm the Qualified Purchaser status of the Purchaser.

d. The Purchaser acknowledges that the Purchaser’s responses to the Investor Qualification and Attestation, are complete and accurate as of the date hereof.

e. The Purchaser acknowledges that neither the SEC nor any state securities commission or other regulatory authority has passed upon or endorsed the merits of the offering of the Shares.

f. In evaluating the suitability of an investment in the Shares, the Purchaser has not relied upon any representation or information (oral or written) other than as set forth in the Offering Circular and this Subscription Agreement.

g. Except as previously disclosed in writing to the Company, the Purchaser has taken no action that would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby and, in turn, to be paid to its selected dealers, and in all instances the Purchaser shall be solely liable for any such fees and shall indemnify the Company with respect thereto pursuant to paragraph 6 of this Subscription Agreement.

h. The Purchaser, together with its advisors, if any, has such knowledge and experience in financial, tax, and business matters, and, in particular, investments in securities, so as to enable it to utilize the Offering Circular to evaluate the merits and risks of an investment in the Shares and the Company and to make an informed investment decision with respect thereto.

i. The Purchaser is not relying on the Company or any of its respective employees or agents with respect to the legal, tax, economic and related considerations of an investment in the Shares, other than with respect to the opinion of legality of legal counsel provided at Exhibit 12.1 to the Offering Circular, and the Purchaser has relied on the advice of, or has consulted with, only its own advisors, if any, whom the Purchaser has deemed necessary or appropriate in connection with its purchase of the Shares.

j. No consent, approval, authorization or order of any court, governmental agency or body or arbitrator having jurisdiction over the Purchaser or any of the Purchaser's affiliates is required for the execution of this Subscription Agreement or the performance of the Purchaser's obligations hereunder, including, without limitation, the purchase of the Shares by the Purchaser.

k. The Purchaser has adequate means of providing for such Purchaser’s current financial needs and foreseeable contingencies and has no need for liquidity of its investment in the Shares for an indefinite period of time.

l. The Purchaser (i) if a natural person, represents that the Purchaser has reached the age of 21 (or 18 in states with such applicable age limit) and has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; or (ii) if a corporation, partnership, or limited liability company or other entity, represents that such entity was not formed for the specific purpose of acquiring the Shares, such entity is duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Shares, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription entity and is a legal, valid and binding obligation of such entity; or (iii) if executing this Subscription Agreement in a representative or fiduciary capacity, represents that it has full power and authority to execute and deliver this Subscription Agreement in such capacity and on behalf of the subscribing individual, ward, partnership, trust, estate, corporation, or limited liability company or partnership, or other entity for whom the Purchaser is executing this Subscription Agreement, and such individual, partnership, ward, trust, estate, corporation, or limited liability company or partnership, or other entity has full right and power to perform pursuant to this Subscription Agreement and make an investment in the Company, and represents that this Subscription Agreement constitutes a legal, valid and binding obligation of such entity. The execution and delivery of this Subscription Agreement will not violate or be in conflict with any order, judgment, injunction, agreement or controlling document to which the Purchaser is a party or by which it is bound.

m. Any power of attorney of the Purchaser granted in favor of the Company contained in the Offering Circular has been executed by the Purchaser in compliance with the laws of the state, province or jurisdiction in which such agreements were executed.

n. If an entity, the Purchaser has its principal place of business or, if a natural person, the Purchaser has its primary residence, in the jurisdiction (state and/or country) set forth in the “Investor Qualification and Attestation” section of this Subscription Agreement. The Purchaser first learned of the offer and sale of the Shares in the state listed in the “Investor Qualification and Attestation” section of this Subscription Agreement, and the Purchaser intends that the securities laws of that state shall govern the purchase of the Purchaser’s Shares.

o. The Purchaser is either (i) a natural person resident in the United States, (ii) a partnership, corporation or limited liability company organized under the laws of the United States, (iii) an estate of which any executor or administrator is a U.S. person, (iv) a trust of which any trustee is a U.S. person, (v) an agency or branch of a foreign entity located in the United States, (vi) a non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person, or (vii) a partnership or corporation organized or incorporated under the laws of a foreign jurisdiction that was formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or trusts. The Purchaser is not (A) a discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States, (B) an estate of which any professional fiduciary acting as executor or administrator is a U.S. person if an executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate and the estate is governed by foreign law, (C) a trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person, (D) an employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country, or (E) an agency or branch of a U.S. person located outside the United States that operates for valid business reasons engaged in the business of insurance or banking that is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located.

p. Any information which the Purchaser has heretofore furnished or is furnishing herewith to the Company is true, complete and accurate and may be relied upon by the Company in particular, in determining the availability of an exemption from registration under federal and state securities laws in connection with the Offering. The Purchaser further represents and warrants that it will notify and supply corrective information to the Company immediately upon the occurrence of any change therein occurring prior to the Company’s issuance of the Shares.

q. The Purchaser is not, nor is it acting on behalf of, a “benefit plan investor” within the meaning of 29 C.F.R. § 2510.3-101(f)(2), as modified by Section 3(42) of the Employee Retirement Income Security Act of 1974 (such regulation, the “Plan Asset Regulation”, and a benefit plan investor described in the Plan Asset Regulation, a “Benefit Plan Investor”). For the avoidance of doubt, the term Benefit Plan Investor includes all employee benefit plans subject to Part 4, Subtitle B, Title I of ERISA, any plan to which Section 4975 of the Code applies and any entity, including any insurance company general account, whose underlying assets constitute “plan assets”, as defined under the Plan Asset Regulation, by reason of a Benefit Plan Investor’s investment in such entity.

r. The Purchaser is satisfied that the Purchaser has received adequate information with respect to all matters which it or its advisors, if any, consider material to its decision to make this investment.

s. Within five (5) days after receipt of a written request from the Company, the Purchaser will provide such information and deliver such documents as may reasonably be necessary to comply with any and all laws and ordinances to which the Company is subject.

t. THE SHARES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED BY THE OPERATING AGREEMENT. THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE MEMORANDUM OR THIS SUBSCRIPTION AGREEMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

u. The Purchaser should check the Office of Foreign Assets Control (“OFAC”) website at http://www.treas.gov/ofac before making the following representations. The Purchaser represents that the amounts invested by it in the Company in the Offering were not and are not directly or indirectly derived from activities that contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations. Federal regulations and Executive Orders administered by OFAC prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at http://www.treas.gov/ofac. In addition, the programs administered by OFAC (the “OFAC Programs”) prohibit dealing with individuals, including specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs, or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists. Furthermore, to the best of the Purchaser’s knowledge, none of: (1) the Purchaser; (2) any person controlling or controlled by the Purchaser; (3) if the Purchaser is a privately-held entity, any person having a beneficial interest in the Purchaser; or (4) any person for whom the Purchaser is acting as agent or nominee in connection with this investment is a country, territory, individual or entity named on an OFAC list, or a person or entity prohibited under the OFAC Programs. Please be advised that the Company may not accept any amounts from a prospective investor if such prospective investor cannot make the representation set forth in the preceding paragraph. The Purchaser agrees to promptly notify the Company should the Purchaser become aware of any change in the information set forth in these representations. The Purchaser understands and acknowledges that, by law, the Company may be obligated to “freeze the account” of the Purchaser, either by prohibiting additional subscriptions from the Purchaser, declining any redemption requests and/or segregating the assets in the account in compliance with governmental regulations, and the Company may also be required to report such action and to disclose the Purchaser’s identity to OFAC. The Purchaser further acknowledges that the Company may, by written notice to the Purchaser, suspend the redemption rights, if any, of the Purchaser if the Company reasonably deems it necessary to do so to comply with anti-money laundering regulations applicable to the Company or any of the Company’s other service providers. These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs.

v. To the best of the Purchaser’s knowledge, none of: (1) the Purchaser; (2) any person controlling or controlled by the Purchaser; (3) if the Purchaser is a privately-held entity, any person having a beneficial interest in the Purchaser; or (4) any person for whom the Purchaser is acting as agent or nominee in connection with this investment is a senior foreign political figure, or an immediate family member or close associate of a senior foreign political figure. A “senior foreign political figure” is a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a “senior foreign political figure” includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. “Immediate family” of a senior foreign political figure typically includes the figure’s parents, siblings, spouse, children and in-laws. A “close associate” of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure.

w. If the Purchaser is affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if the Purchaser receives deposits from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, the Purchaser represents and warrants to the Company that: (1) the Foreign Bank has a fixed address, other than solely an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities; (2) the Foreign Bank maintains operating records related to its banking activities; (3) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities; and (4) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate.

x. Each of the representations and warranties of the parties hereto set forth in this Section 5 and made as of the date hereof shall be true and accurate as of the Closing applicable to the subscription made hereby as if made on and as of the date of such Closing.

6. Indemnification. The Purchaser agrees to indemnify and hold harmless the Company and its respective officers, directors, employees, agents, members, partners, control persons and affiliates (each of which shall be deemed third party beneficiaries hereof) from and against all losses, liabilities, claims, damages, costs, fees and expenses whatsoever (including, but not limited to, any and all expenses incurred in investigating, preparing or defending against any litigation commenced or threatened) based upon or arising out of any actual or alleged false acknowledgment, representation or warranty, or misrepresentation or omission to state a material fact, or breach by the Purchaser of any covenant or agreement made by the Purchaser herein or in any other document delivered in connection with this Subscription Agreement. Notwithstanding the foregoing, no representation, warranty, covenant or acknowledgment made herein by the Purchaser shall be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

7. Irrevocability; Binding Effect. The Purchaser hereby acknowledges and agrees that the subscription hereunder is irrevocable by the Purchaser, except as required by applicable law, and that this Subscription Agreement shall survive the death or disability of the Purchaser and shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives, and permitted assigns. If the Purchaser is more than one person, the obligations of the Purchaser hereunder shall be joint and several and the agreements, representations, warranties, and acknowledgments herein shall be deemed to be made by and be binding upon each such person and such person’s heirs, executors, administrators, successors, legal representatives, and permitted assigns.

8. Modification. This Subscription Agreement shall not be modified or waived except by an instrument in writing signed by the party against whom any such modification or waiver is sought.

9. Assignability. This Subscription Agreement and the rights, interests and obligations hereunder are not transferable or assignable by the Purchaser and the transfer or assignment of the Shares shall be made only in accordance with all applicable laws and the Offering Circular. Any assignment contrary to the terms hereof shall be null and void and of no force or effect.

10. Applicable Law and Jurisdiction. This Agreement and all actions arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of the state of Delaware, without regard to its conflicts of law provisions or those of any other jurisdiction. Any controversy or claim arising out of or relating to this Agreement shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules in effect on the date of this Agreement, including, but not limited to, Rule 38 entitled “Emergency Measures of Protection.” The place of arbitration shall be New York, New York, before a single arbitrator selected by assignment only of the American Arbitration Association. Judgment on the award rendered by the arbitrator may be entered in any state (not federal) court having jurisdiction thereof. The arbitrator shall award to the prevailing party as determined by the arbitrator all of its reasonable costs and expenses including the arbitrator’s fees, administrative fees, and attorneys’ fees.

11. Use of Pronouns. All pronouns and any variations thereof used herein shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the person or persons referred to may require.

12. Miscellaneous.

a. This Subscription Agreement, together with the Offering Circular, constitutes the entire agreement between the Purchaser and the Company with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings, if any, relating to the subject matter hereof. The terms and provisions of this Subscription Agreement may be waived, or consent for the departure therefrom granted, only by a written document executed by the party entitled to the benefits of such terms or provisions.

b. The covenants, agreements, representations and warranties of the Company and the Purchaser made, and the indemnification rights provided for, in this Subscription Agreement shall survive the execution and delivery hereof and delivery of the Shares, regardless of any investigation made by or on behalf of any party, and shall survive delivery of any payment for the Subscription Price.

c. Except to the extent otherwise described in the Offering Circular, each of the parties hereto shall pay its own fees and expenses (including the fees of any attorneys, accountants or others engaged by such party) in connection with this Subscription Agreement and the transactions contemplated hereby whether or not the transactions contemplated hereby are consummated.

d. This Subscription Agreement may be executed in one or more counterparts each of which shall be deemed an original (including signatures sent by facsimile transmission or by email transmission of a PDF scanned document or other electronic signature), but all of which shall together constitute one and the same instrument.

e. Each provision of this Subscription Agreement shall be considered separable and, if for any reason any provision or provisions hereof are determined to be invalid or contrary to applicable law, such invalidity or illegality shall not impair the operation of or affect the remaining portions of this Subscription Agreement.

f. Paragraph titles are for descriptive purposes only and shall not control or alter the meaning of this Subscription Agreement as set forth in the text.

g. Words and expressions which are used but not defined in this Subscription Agreement shall have the meanings given to them in the Offering Circular.

[Signature Page Follows]

SIGNATURE PAGE TO THE SUBSCRIPTION AGREEMENT

TRIANGLE 9 REAL ESTATE, INC.

COMMON SHARES

The Purchaser hereby elects to subscribe under the Subscription Agreement for the number and price of the Shares stated on the front page of this Subscription Agreement and executes the Subscription Agreement. The undersigned Purchaser acknowledges that the Company will be relying upon the information provided by the Purchaser in this Questionnaire. If such representations shall cease to be true and accurate in any respect, the undersigned shall give immediate notice of such fact to the Company. The undersigned understands that an investment in private securities is very risky, that I may lose all of my invested capital that it is an illiquid investment with no short term exit, and for which an ownership transfer is restricted. I understand that an investment in private securities is very risky, that I may lose all of my invested capital that it is an illiquid investment with no short term exit, and for which an ownership transfer is restricted.

If the Purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY:

If the Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST:

Accepted:

By: Triangle 9 Real Estate, Inc.

Exhibit A

JOINDER AGREEMENT

This Joinder Agreement to the Triangle 9 Real Estate, Inc. Shareholders Agreement (the “Agreement”) is entered into on___________________ , 2021 by and among Triangle 9 Real Estate, Inc., a Delaware corporation (the “Company”) and __________________________(the “Investing Shareholder”). Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Agreement.

RECITALS

WHEREAS, on the date hereof, Investing Shareholder has acquired __________________________shares of Common Stock from the Company; and

WHEREAS, the Company requires Investing Shareholder, as a holder of such Common Stock, to become a party to the Agreement, and Investing Shareholder agrees to do so in accordance with the terms hereof.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Joinder Agreement hereby agree as follows:

1. Agreement to be Bound. Investing Shareholder hereby (i) acknowledges that Investing Shareholder has received and reviewed a complete copy of the Agreement and (ii) agrees that upon execution of this Joinder, Investing Shareholder shall become a party to the Agreement, identified as an Investing Shareholder therein, and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Agreement as though an original party thereto.

2. Counterparts. This Joinder may be executed in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Joinder Agreement as of the date set forth in the first paragraph hereof.

EXHIBIT 10.1

TRIANGLE 9 REAL ESTATE, INC.

SHAREHOLDERS AGREEMENT

This Shareholders Agreement (this “Agreement”) is entered into on July 30, 2021 (the “Effective Date”) by and between Triangle 9 Real Estate, Inc., a Delaware corporation (the “Company”), Triangle 9, Inc., a Delaware corporation (the “Founding Shareholder”) and the other shareholders who will become a party to this Agreement (each an “Investing Shareholder” and collectively the “Investing Shareholders”) by executing a Joinder in the form attached hereto as Exhibit A (the “Joinder”). Each of the Company, the Founding Shareholder, and the Investing Shareholders may be referred to as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the Company was incorporated on June 15, 2021;

WHEREAS, the Founding Shareholder owns all the currently issued and outstanding shares of common stock (the “Common Stock”) and Series A Convertible Preferred Stock (the “Preferred Stock” and, together with the Common Stock, the “Company Securities”) of the Company as set forth on Exhibit B hereto;

WHEREAS, the Founding Shareholder and the Company wish to impose certain restrictions on the ability of the Investing Shareholders to transfer securities of the Company, both Common Stock and Preferred Stock, and to obtain the Investing Shareholders advance consent to certain corporate actions, as set forth herein.

NOW, THEREFORE, in consideration of the recitals set forth above and for good and adequate consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

AGREEMENT

1. Restrictions on Transfer.

A. Consent Required for Transfer. Without the prior written consent of the Company, no Investing Shareholder or his agent, successor or representative shall Transfer (as defined below) any share of Company Securities, except as provided in this Agreement. For purposes of this Agreement, a “Transfer” includes any direct or indirect sale, assignment, pledge, transfer (voluntary or involuntary, whether by action of law, order of any court, contract, gift, will, laws of intestacy, division in the context of a divorce or separation proceeding, or otherwise) or exchange or encumbrance (including the grant of a mortgage, trust deed, security interest or other encumbrance of any kind). Notwithstanding the foregoing restrictions upon transfer and ownership, the following transfers are permitted: