Table of Contents

Registration No.          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1-A

REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933

DEEDFLOW, INC.

(Exact name of issuer as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

5263 W. Windsor Ln

Highland, UT 84003

(801) 703-1550

(Address, including zip code, and telephone number,

including area code, of issuer’s principal executive office)

This Offering Circular shall only be qualified upon order of the Commission, unless a subsequent amendment is filed indicating the intention to become qualified by operation of the terms of Regulation A.

THIS OFFERING CIRCULAR IS PART OF AN OFFERING STATEMENT ON FORM 1-A FILED PUBLICLY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. THIS IS A PRELIMINARY OFFERING CIRCULAR AND IS SUBJECT TO COMPLETION OR AMENDMENT. THE INFORMATION CONTAINED HEREIN IS SUBJECT TO CHANGE, AND THE SECURITIES DESCRIBED HEREIN MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO QUALIFICATION OF THE OFFERING STATEMENT BY THE SEC.

PRELIMINARY OFFERING CIRCULAR

DATED [                            ], 2026

An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the Offering Statement filed with the Commission is qualified.

DEEDFLOW, INC.

A Delaware Corporation

BEST EFFORTS OFFERING

OF

UP TO 2,500,000 ROYALTY REVENUE BOND TOKENS

$10.00 PER BOND TOKEN

DeedFlow, Inc., a Delaware corporation (the “Company,” “we,” “us,” or “our”), is offering up to 2,500,000 Royalty Revenue Bonds, Series 2026 (each, a “Bond,” “Unit,” or “Bond Token,” and collectively, the “Bonds,” “Units,” or “Tokens”) at an offering price of $10.00 per Bond Token, for aggregate gross proceeds of up to $25,000,000. The minimum purchase is 250 Bonds ($2,500.00), with $10 increments thereafter. Each Bond represents a direct, general corporate obligation of DeedFlow, Inc.

Each Bond entitles the holder to: (i) an 8% per annum Priority Return on the $10.00 par value, payable primarily from the Royalty Pool described herein and not guaranteed as a current-pay coupon, with any unpaid amounts accruing as Accrued Shortfall payable at maturity as an unconditional corporate obligation of DeedFlow; (ii) a pro-rata share of any excess Royalty Pool distributions above the Priority Return; and (iii) repayment of $10.00 par at maturity (10 years from the Date of Issuance) or the applicable redemption price upon earlier redemption, plus accrued and unpaid Priority Return, Accrued Shortfall, and other amounts then due under the Indenture. The Bonds are not convertible into equity of DeedFlow under any circumstances and do not carry warrants or any other equity participation feature.

This offering is being conducted by the Company as a direct public offering on a “best efforts,” no-minimum basis in a Tier 2 Regulation A offering. No sales of Bonds will be made prior to the qualification of the Offering Statement by the United States Securities and Exchange Commission (“SEC”). This offering will terminate on the earlier of: (a) twenty-four (24) months from the qualification date (which may be extended at our discretion, subject to any applicable requalification); (b) the date when all Bonds have been sold; or (c) the date on which this offering is earlier terminated by us, in our sole discretion.

We intend to issue the Bonds as digital tokens through our designated Transfer Agent, T7X Equity, Inc., whose off-chain Master Securityholder File will constitute the sole official record of ownership of the Bonds in all cases and circumstances. See “ — Use of Blockchain.”

Investing in our Royalty Revenue Bonds involves a high degree of risk. See “Risk Factors” beginning on page 6 for a discussion of certain risks you should consider.

THE U.S. SECURITIES AND EXCHANGE 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 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.

The date of this Offering Circular is August 7, 2026.

TABLE OF CONTENTS

IMPORTANT INFORMATION ABOUT THIS OFFERING CIRCULAR

Please carefully read the information in this Offering Circular and any accompanying offering circular supplements. You should rely only on the information contained in this Offering Circular. We have not authorized anyone to provide you with different information. This Offering Circular may only be used where it is legal to sell these securities.

This Offering Circular is part of an Offering Statement that we filed with the SEC. As we have material developments, we will provide an Offering Circular supplement that may add, update, or change information. The Offering Statement filed with the SEC includes exhibits that provide more detailed descriptions of the matters discussed herein. You should read this Offering Circular and the related exhibits and supplements, together with our annual reports, semi-annual reports, and other reports that we will file periodically with the SEC.

In this Offering Circular, unless the context indicates otherwise, references to “DeedFlow,” “the Company,” “we,” “our,” and “us” refer to DeedFlow, Inc. References to “Royalty Revenue Bonds,” “Bonds,” “Units,” or “Tokens” refer to the Royalty Revenue Bonds, Series 2026, offered hereby in tokenized digital form.

MARKET AND INDUSTRY DATA

This Offering Circular contains information concerning the tax deed and tax lien auction industry, DeedFlow’s business, and its target markets, including estimated market sizes and auction volumes. We obtained this data from our internal estimates and research and from publicly available county and municipal government records, academic research, and industry publications. Information based on estimates, forecasts, projections, or market research is inherently subject to uncertainties. While we believe our internal research is reliable, such research has not been independently verified by any third party.

STATE LAW EXEMPTION AND PURCHASE RESTRICTIONS

Our Royalty Revenue Bonds are being offered and sold only to “qualified purchasers” (as defined in Regulation A). As a Tier 2 offering, this offering is exempt from state law “Blue Sky” review, subject to meeting certain state notice filing requirements and complying with applicable anti-fraud provisions, to the extent our Bonds are offered and sold only to “qualified purchasers.” “Qualified purchasers” include: (i) “accredited investors” under Rule 501(a) of Regulation D; and (ii) all other investors so long as their investment does not represent more than 10% of the greater of their annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons).

We reserve the right to reject any investor’s subscription in whole or in part for any reason, including if we determine in our sole and absolute discretion that such investor is not a “qualified purchaser” for purposes of Regulation A.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements in this Offering Circular constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends, and similar matters that are not historical facts. You can identify forward-looking statements by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “project,” “should,” “will,” and “would” or the negatives of these terms.

You should not place undue reliance on forward-looking statements. Important factors which you should consider in evaluating our forward-looking statements include, among other things:

our business strategy and ability to execute our tax deed fix-and-flip and tax lien acquisition programs at scale;

our ability to acquire residential tax deeds and tax liens at or near our modeled price levels through competitive government auctions;

our expectations regarding gross margins, renovation timelines, and disposition cycles for fix-and-flip properties;

our ability to generate sufficient Royalty Pool receipts to fund the 8% Priority Return;

our ability to satisfy Accrued Shortfall and par repayment obligations at maturity;

our reliance on the Investment Company Act Section 3(c)(5)(C) and Section 3(b)(1) exclusions;

our ability to complete the tokenization of the Bonds through a qualified Transfer Agent and designated blockchain network;

anticipated regulatory developments affecting Regulation A offerings, tokenized securities, and the tax deed/tax lien industry; and

the availability of capital to grow our business and repay the Bonds at maturity.

We undertake no obligation to update our forward-looking statements, other than as may be required by law.

SUMMARY

This summary highlights selected information contained elsewhere in this Offering Circular. This summary is not complete and does not contain all the information that you should consider before deciding whether to invest in our Royalty Revenue Bonds. You should carefully read the entire Offering Circular, including the “Risk Factors” section, before making an investment decision.

Company Overview

DeedFlow, Inc. (“DeedFlow” or the “Company”) is a Delaware corporation organized and operated as an active real estate acquisition, renovation, and disposition platform. DeedFlow is not a passive investment vehicle — it is an operating company primarily engaged in active real estate operations, built upon the specialized expertise of a seasoned team of real estate professionals with deep experience across the full spectrum of property acquisition, construction management, and asset disposition.

The Company’s core strategy centers on the acquisition of residential real estate assets through government-administered tax deed auctions and tax lien sales conducted across the United States. These auctions, held at the county and municipal level in hundreds of jurisdictions nationwide, represent a recurring, government-sourced deal flow that most institutional operators have historically lacked the organizational infrastructure, local knowledge, or technology to access at scale. DeedFlow operates three integrated business lines: (i) Tax Deed Fix-and-Flip Operations; (ii) Tax Lien Acquisition and Resolution; and (iii) a proprietary technology platform that systematizes acquisition sourcing and underwriting across both business lines. See “Business.”

Initial Property Purchases

The initial portfolio of three properties was purchased for an aggregate of $151,769, consistent with the amount disclosed in the Company’s audited financial statements. See “Index to Financial Statements — Notes to Financial Statements — Note 7, Subsequent Events.” The current strategy involves investing approximately $180,000 in rehabilitation costs, in addition to other expenses such as closing and flipping costs estimated at 10% of the aggregate sale price. Based solely on preliminary management estimates, and after accounting for these total costs (approximately $385,000 in the aggregate, consisting of the $151,769 purchase price, $180,000 in estimated rehabilitation costs, and approximately $53,500 in estimated closing and flipping costs), the properties could produce aggregate gross profit of approximately $150,000 if they are sold for an aggregate price of approximately $535,000; however, these estimates are not assurances of actual sale prices, costs, timing, or profitability and may differ materially from actual results.

All of these properties are located in South Carolina. The Company is using construction partners to perform the fix and necessary renovations for each location. The $535,000 aggregate estimated sale price referenced above is based on management’s review of After Repair Value (ARV) market comparables and remains subject to renovation outcomes, market conditions, buyer demand, sale timing, transaction costs, and other factors outside the Company’s control.

The Offering

PRIORITY RETURN AND THE ROYALTY POOL

The 8% Priority Return on the Bonds is an unconditional general obligation of DeedFlow, payable primarily from the Royalty Pool and, to the extent the Royalty Pool is insufficient, remaining a corporate obligation that accrues as Accrued Shortfall until paid. The Royalty Pool is funded by two contractually designated streams of DeedFlow’s operating revenue: the Property Sale Royalty (5% of the gross sale price of each property sold by DeedFlow, whether or not the property was acquired with offering proceeds) and the Lien Redemption Royalty (10% of interest and penalty income on each tax lien redemption received by DeedFlow, whether or not the lien was acquired with offering proceeds).

DeedFlow is an early-stage operating platform, and the Royalty Pool may be limited during the initial quarters following the Date of Issuance given the Company’s 6-to-9-month typical fix-and-flip operating cycle and the time required to build the acquisition pipeline. To mitigate this ramp-up period, DeedFlow will fund a Year 1 Interest Escrow from offering proceeds equal to approximately 8% of gross proceeds ($2,000,000 at full subscription), which may be held by or for the benefit of the Trustee as part of the collateral package but will be released and applied by the Payment Agent exclusively to Priority Return shortfalls during Year 1. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” for management’s expectations regarding the pace of portfolio ramp-up and the assumptions underlying those expectations.

Subject to available Royalty Pool amounts and, during Year 1, the Year 1 Interest Escrow, we expect the Payment Agent to distribute available Priority Return amounts quarterly in arrears commencing with the first full calendar quarter following the initial closing of this offering. Any unpaid Priority Return accrues as Accrued Shortfall at 8% annually and must be satisfied in full before any Excess Royalty Distributions are made or any equity distributions are paid by DeedFlow. Unlike DeedFlow’s use of proceeds for operations, the par repayment obligation and all Accrued Shortfall are absolute, unconditional corporate obligations payable at maturity regardless of Royalty Pool sufficiency at that time.

There can be no assurance that the Royalty Pool, together with the Year 1 Interest Escrow, will be sufficient to fund the Priority Return in full during the early years of the offering, or that DeedFlow will have sufficient general corporate funds to satisfy Accrued Shortfall obligations at maturity. See “Risk Factors — Risks Related to This Offering and Our Bonds.”

INVESTMENT COMPANY ACT CONSIDERATIONS

We intend to conduct our operations and monitor our asset composition so that neither we nor any of our subsidiaries is required to register as an investment company under the Investment Company Act of 1940, as amended (the “ICA”). Based on our current business plan and asset composition, we intend to rely on two independent bases for exclusion: (i) Section 3(c)(5)(C) of the ICA, which excludes issuers primarily engaged in the business of purchasing or otherwise acquiring mortgages and other liens on and interests in real estate; and (ii) Section 3(b)(1) of the ICA, which excludes issuers primarily engaged, directly or through majority-owned subsidiaries, in a business other than investing, reinvesting, owning, holding, or trading in securities.

DeedFlow is an active real estate operating company — we acquire, renovate, and sell residential real property, and we acquire and resolve tax liens, either through redemption or lien-to-deed conversion. Our revenues are derived from property sale proceeds and lien interest/penalty income, not from investing in securities. Our real property and real estate lien holdings are not “investment securities” within the meaning of the ICA. See “Risk Factors — Risks Relating to the Investment Company Act of 1940” and “Business.”

We will actively monitor our asset composition and operations, supported by a Qualifying Interest Maintenance Covenant (not less than 65% of total assets) and a semi-annual compliance certification process, to support continued compliance with applicable ICA exemptions. There can be no assurance that our operations or asset composition will continue to qualify for an exemption, and the loss of our exemption from registration could require us to materially restructure our operations. See “Risk Factors — Risks Relating to the Investment Company Act of 1940.”

RISK FACTORS

An investment in our Royalty Revenue Bonds involves a high degree of risk. You should carefully consider the following risk factors, together with the other information contained in this Offering Circular, before purchasing Bonds. Any of the following factors could harm our business, financial condition, results of operations, or prospects, and could result in a partial or complete loss of your investment. The risk factors set forth below are not exhaustive; additional risks and uncertainties not presently known to DeedFlow, or risks currently considered immaterial, may also adversely affect the Company.

Risks Related to This Offering and Our Bonds

The 8% Priority Return is not a guaranteed fixed coupon and depends on the sufficiency of the Royalty Pool.

The Priority Return is payable primarily from the Royalty Pool, which is funded by (i) 5% of the gross sale price of each property sold by DeedFlow, whether or not the property was acquired with offering proceeds, and (ii) 10% of interest and penalty income on each tax lien redemption received by DeedFlow, whether or not the lien was acquired with offering proceeds, and is not a guaranteed current-pay coupon. If the Royalty Pool is insufficient in any quarterly period, the shortfall accrues as Accrued Shortfall compounding at 8% per annum. DeedFlow has no obligation to fund quarterly distributions from sources other than the Royalty Pool and the Year 1 Interest Escrow during Year 1. Investors requiring guaranteed periodic income should not invest in the Bonds.

Accrued Shortfall may accumulate materially, increasing DeedFlow’s aggregate obligations at maturity.

Unpaid Priority Return constitutes Accrued Shortfall, compounding at 8% per annum. While Accrued Shortfall is an absolute, unconditional corporate obligation of DeedFlow payable at maturity, significant accumulation could materially increase DeedFlow’s aggregate maturity obligations and strain the Company’s financial resources. Under CPDI tax rules, investors may owe tax on phantom Accrued Shortfall income without receiving corresponding cash distributions. See “Material U.S. Federal Tax Considerations.”

Bondholders’ security interest is limited to the Royalty Pool and is subordinate to senior secured property-level lenders.

Senior secured lenders hold first-priority liens on individual portfolio properties financed with acquisition, construction, or renovation credit facilities. In any enforcement or insolvency proceeding, senior secured lenders recover from real property assets before Bondholders. Bondholders’ security interest attaches only to the amounts on deposit in or credited to the Royalty Pool Collection Account, DeedFlow’s contractual rights to receive the Property Sale Royalty and Lien Redemption Royalty, related Royalty Pool deposit rights and obligations, and proceeds of the foregoing— not to individual properties or DeedFlow’s general asset base. Enforcement of senior secured remedies could materially diminish or eliminate the Royalty Pool.

The Bonds are otherwise unsecured corporate obligations, and Bondholders rank behind secured creditors in an insolvency.

Beyond the Royalty Pool security interest, the Bonds are unsecured corporate obligations. In any DeedFlow bankruptcy, insolvency, or liquidation, Bondholders rank as unsecured creditors behind all secured creditors and all creditors with liens on DeedFlow’s assets. No sinking fund, letter of credit, surety bond, or other credit enhancement supports repayment of the Bonds beyond the Year 1 Interest Escrow.

The Bonds are subject to optional redemption by DeedFlow after Year 3.

Following the Non-Call Period, DeedFlow may redeem the Bonds at 125% of par (Years 4–5), 110% of par (Years 6–7), or par (Year 8 and thereafter), in each case plus Accrued Shortfall. If redeemed, investors may be unable to reinvest proceeds at a comparable return, and should not assume the Bonds will remain outstanding for the full 10-year term. Partial redemptions are pro rata without individual Bondholder consent.

Royalty Pool revenues are inherently irregular and unpredictable.

Property sales do not occur on a fixed schedule, and tax lien redemptions occur at the discretion of property owners. Royalty Pool deposits will vary materially from period to period, and historical or projected figures are not reliable predictors of future distributions.

Administration of the Royalty Pool, collection account, Payment Agent payments, and Year 1 Interest Escrow will require ongoing controls, reconciliation, and reporting, and errors could increase costs or result in disputes.

DeedFlow must track property sale proceeds, tax lien redemption income, required Royalty Pool deposits, amounts held in or released from the collection account, Payment Agent calculations and distributions, and the Year 1 Interest Escrow. These processes will require administrative controls, periodic reconciliation, and accurate reporting across DeedFlow, its Trustee, Payment Agent, Transfer Agent, banking relationships, and operating records. If DeedFlow or its service providers make errors in calculating, depositing, segregating, reconciling, or reporting Royalty Pool amounts or escrow releases, Bondholders could receive delayed or incorrect distributions, DeedFlow could incur additional professional, accounting, Payment Agent, Trustee, or systems costs, and disputes could arise among DeedFlow, the Payment Agent, the Trustee, Bondholders, or other parties.

There is no existing market for the Bonds, and we cannot predict whether one will develop.

There is no public market for the Bonds, and we have not applied to list them on any exchange or quotation system. We may, in our discretion, seek to facilitate secondary trading through a registered ATS, but there is no assurance an ATS listing will be achieved or that an active trading market will develop. The offering price of $10.00 per Bond was determined by DeedFlow and may not be indicative of the value of the Company or the Bonds. Investors should be prepared to hold Bonds to maturity.

Because this offering has no minimum, fixed obligations and offering costs may materially reduce operational proceeds at low raise levels.

This offering is being conducted on a best-efforts, no-minimum basis, and we may accept investor funds and conduct closings even if we raise only a small portion of the maximum offering amount. Certain uses of proceeds — including offering expenses, the Year 1 Interest Escrow, and Bridge Loan Repayment — are fixed or semi-fixed and may consume a disproportionately large percentage of proceeds if the amount raised is low. As a result, we may have materially less capital than expected for tax deed acquisitions, property renovations, tax lien acquisitions, software development, and working capital, which could impair our ability to generate Royalty Pool revenues, increase Accrued Shortfall, and materially adversely affect our ability to repay the Bonds at maturity.

Our outstanding Bridge Notes — including one held by our Chief Executive Officer — rank senior to the Bonds and may convert into Bonds offered hereby, which could dilute Bondholders and divert cash otherwise available to fund the Bonds.

Because Ms. Shaw is both a Bridge Note holder and DeedFlow’s Chief Executive Officer and a director, she has interests in decisions relating to the Bridge Notes — including decisions about whether and when to convert, whether and when DeedFlow uses offering proceeds to repay Bridge Notes in cash, and decisions relating to any future Bridge Note issuances — that may not be fully aligned with the interests of Bondholders. Any cash repayment of Bridge Notes, including the CEO-held Bridge Note, would use proceeds that otherwise could be deployed for acquisitions, renovations, tax lien purchases, software development, or working capital; any conversion of Bridge Notes would increase the number of Bonds participating in the Royalty Pool without generating new cash proceeds to DeedFlow. See “Certain Relationships and Related Party Transactions.”

In addition, each Bridge Note holder has the right to convert the outstanding principal, accrued interest (at 10% per annum), and a 10% bridge fee into Bonds at the same $10.00 per Bond offering price used in this offering. If all $189,800 in Bridge Notes outstanding as of July 6, 2026 were converted at maturity, together with accrued interest and bridge fees, the resulting number of Bonds issued to Bridge Note holders — including Ms. Shaw — could be substantial, and would not generate any new cash proceeds to DeedFlow, even though those Bonds would participate in the Royalty Pool and par repayment alongside Bonds sold for cash in this offering. DeedFlow may also issue additional Bridge Notes prior to the completion of this offering, up to the $1,000,000 program limit, further increasing the potential number of Bonds issued upon conversion without corresponding cash proceeds. Bondholders will not be asked to approve, and will have no ability to prevent, any such conversion.

Because Ms. Shaw is both a Bridge Note holder and DeedFlow’s Chief Executive Officer and a director, she has interests in decisions relating to the Bridge Notes — including decisions about whether and when to convert, and decisions relating to any future Bridge Note issuances — that may not be fully aligned with the interests of Bondholders. See “Certain Relationships and Related Party Transactions.”

Risks Relating to Our Financial Condition and Early-Stage Operations

Our auditor has expressed substantial doubt about our ability to continue as a going concern.

DeedFlow has limited operating history upon which investors can assess performance and has not established a track record of fix-and-flip transactions or tax lien management at scale. There is no assurance DeedFlow will execute its business plan, generate sufficient Royalty Pool revenues, or achieve profitability. Investors rely substantially on management’s projections and business plan, which are not guarantees of future performance. See “Management’s Discussion and Analysis.”

Our ability to generate Royalty Pool receipts and investor returns depends on successful execution of multiple interdependent business-plan assumptions.
Royalty Pool receipts and the ultimate return to Bondholders depend on DeedFlow’s ability to identify and acquire tax deed properties and tax liens at attractive prices, complete renovations on time and within budget, sell properties at expected prices and within expected timeframes, experience tax lien redemption behavior consistent with management’s assumptions, manage lien-to-deed conversions when redemptions do not occur, obtain and supervise qualified contractors, and operate in favorable real estate, financing, construction, and auction-market conditions. Adverse changes in any of these factors — including more competitive auction pricing, slower property sales, higher renovation or holding costs, lower lien redemption rates, contractor defaults, permitting delays, or market deterioration — could reduce or delay Royalty Pool deposits, increase Accrued Shortfall, and impair DeedFlow’s ability to repay the Bonds at maturity.

DeedFlow is an early-stage company with limited operating history and no assurance of profitability.

The typical fix-and-flip cycle is 6 to 9 months, meaning the Royalty Pool will generate minimal revenues in the initial quarters following the Date of Issuance. Even with the Year 1 Interest Escrow, there is a heightened risk of Accrued Shortfall accumulation in Years 1 through 3, and the Escrow does not extend to Year 2 or Year 3. Any failure to achieve the projected ramp-up schedule will extend the accumulation period and increase DeedFlow’s aggregate maturity obligation.
The Year 1 Interest Escrow may be insufficient and will not support payments after Year 1.

The Year 1 Interest Escrow is expected to equal approximately 8% of gross offering proceeds and is intended only to help fund Royalty Pool shortfalls during the first year after the Date of Issuance. The escrow amount will vary with the amount actually raised and may be substantially smaller than the full-subscription estimate if the offering raises less than the maximum amount. Even if fully funded, the escrow may be insufficient to cover Priority Return shortfalls if Royalty Pool receipts are delayed, operating ramp-up is slower than expected, or other costs reduce available cash. The escrow does not provide credit support for Year 2 or later periods, does not guarantee quarterly payments, and does not eliminate the risk that Accrued Shortfall will accumulate.

Portfolio ramp-up may take longer than expected, increasing early Accrued Shortfall accumulation.

The typical fix-and-flip cycle is 6 to 9 months, meaning the Royalty Pool will generate minimal revenues in the initial quarters following the Date of Issuance. Even with the Year 1 Interest Escrow, there is a heightened risk of Accrued Shortfall accumulation in Years 1 through 3, and the Escrow does not extend to Year 2 or Year 3. Any failure to achieve the projected ramp-up schedule will extend the accumulation period and increase DeedFlow’s aggregate maturity obligation.

We will need additional capital, and may not be able to raise it on acceptable terms.

DeedFlow’s model requires simultaneous deployment of capital across multiple acquisition and renovation cycles. Insufficient offering proceeds, slower-than-anticipated deployment, or unexpected cost overruns may create working capital shortfalls that impair renovation programs, senior debt servicing, or Royalty Pool funding. Additional debt or equity capital may not be available on acceptable terms, or at all.

Fix-and-flip execution risk could reduce gross margins and Royalty Pool contributions.

Fix-and-flip operations are subject to construction cost overruns, contractor and labor shortages, permitting and inspection delays, unexpected structural defects, financing constraints, and the risk of failing to achieve anticipated sale prices. Any of these factors could reduce or delay Royalty Pool contributions below management’s projections.

Actual tax lien redemption and non-redemption rates may differ materially from DeedFlow’s assumptions.

DeedFlow’s model assumes approximately 90% of acquired liens will be redeemed within 120 days and approximately 10% will require lien-to-deed conversion. Actual rates may vary significantly based on property owner circumstances, local economic conditions, and other factors. Lien-to-deed conversion can be time-consuming, costly, and legally complex, and higher-than-expected non-redemption rates would require additional capital and strain working capital.

DeedFlow competes at government auctions where pricing is determined by competitive bidding.

There is no guarantee DeedFlow will acquire deeds and liens at modeled cost levels ($250,000–$300,000 per deed; $30,000 per lien). Competitive bidding above these levels compresses gross margins and reduces Royalty Pool revenues. DeedFlow’s proprietary software sets bid limits but cannot guarantee acquisition at target prices.

Our Board of Directors can issue “blank check” preferred stock without further stockholder approval, which could adversely affect holders of our Common Stock and, indirectly, our capital structure.

DeedFlow’s Certificate of Incorporation authorizes 2,000,000 shares of Preferred Stock, none of which is issued or outstanding as of the date of this Offering Circular. The Board of Directors may, without any further vote or action by DeedFlow’s stockholders, designate one or more series of Preferred Stock and fix the rights, preferences, privileges, and restrictions of each series, including dividend rights, liquidation preferences senior to the Common Stock, redemption rights, conversion rights, and voting rights. See “Description of Capital Stock — Authorized Capital Stock.” Although the Bonds are debt obligations of DeedFlow and would rank senior to any Preferred Stock DeedFlow may issue, the issuance of Preferred Stock could: dilute the voting power and economic interests of DeedFlow’s Common Stock holders, including its founders and directors; be used by the Board as a mechanism to resist an unsolicited acquisition proposal or change of control, even one that holders of Common Stock might consider favorable; and affect DeedFlow’s overall capital structure and financial flexibility in ways that could indirectly bear on DeedFlow’s ability to raise additional capital or service the Bonds. DeedFlow has no current plans to issue Preferred Stock, but there is no assurance it will not do so in the future, on terms that Bondholders may not have an opportunity to evaluate in advance.

The audited financial statements included in this Offering Circular reflect a simple capital structure that could become significantly more complex, including through the issuance of Preferred Stock, additional Common Stock, or the conversion of outstanding Bridge Notes.

As of June 30, 2026, DeedFlow’s capitalization consisted only of 1,420,000 shares of Common Stock outstanding (out of 2,000,000 authorized) and a $29,800 note payable to its Chief Executive Officer. Since that date, DeedFlow has incurred additional indebtedness under its Bridge Note program (see “Certain Relationships and Related Party Transactions — Chief Executive Officer Bridge Loan” and “Index to Financial Statements — Notes to Financial Statements — Note 7, Subsequent Events”), which is convertible into the Bonds offered hereby. DeedFlow’s capital structure may become substantially more complex as a result of this offering, any future issuance of Preferred Stock, any future issuance of additional Common Stock (including under a future equity incentive plan), and any conversion of Bridge Notes. Investors should evaluate DeedFlow’s capitalization as of the date of this Offering Circular with the understanding that it may change materially, and should not assume that DeedFlow’s historical, relatively simple capital structure is indicative of its capital structure going forward.

Risks Relating to the Investment Company Act of 1940

If DeedFlow were deemed to be an investment company, it could be unable to operate its business as planned.

We rely on the Section 3(c)(5)(C) real estate lien exclusion and the Section 3(b)(1) operating company exclusion under the ICA. If the SEC were to determine DeedFlow does not qualify for these exclusions — whether due to asset composition changes, evolving SEC interpretation, or rulemaking arising from the SEC’s 2011 Concept Release (No. IC-29778) — DeedFlow could be required to register as an investment company, imposing regulatory burdens materially incompatible with our business plan and potentially requiring a restructuring adverse to Bondholders. There is no guarantee these exclusions will remain available throughout the 10-year Bond term. See “Investment Company Act Considerations.”

DeedFlow must continue to monitor its asset composition as its tax lien portfolio scales.

Under the ICA’s 40% Test, a company may be deemed an investment company if more than 40% of its total assets (excluding government securities and cash) consist of “investment securities.” While DeedFlow’s real property and real estate lien assets are not investment securities today, any material shift in asset composition toward liquid securities holdings could implicate this test. DeedFlow’s Indenture will include a Qualifying Interest Maintenance Covenant (not less than 65% of total assets) and a prohibition on acquiring investment securities without a supporting legal opinion, but these contractual protections do not eliminate the underlying regulatory risk.

Risks Relating to Real Estate Markets, Title, and Regulatory Matters

DeedFlow’s performance is directly tied to residential real estate market cycles.

DeedFlow’s revenues are fundamentally derived from the sale of residential real property and are subject to significant market cycles, interest rate environments, local and regional economic conditions, employment levels, lending conditions, and broader macroeconomic factors — all outside DeedFlow’s control. A deterioration in the residential real estate market could materially reduce achievable sale prices, extend disposition timelines, increase holding costs, and reduce Royalty Pool deposits.

Rising interest rates could reduce buyer demand and achievable sale prices.

Rising mortgage rates reduce homebuyer purchasing power and demand, potentially reducing achievable sale prices on DeedFlow’s portfolio properties, while simultaneously increasing DeedFlow’s own variable-rate financing costs. Sustained high interest rates could materially impair gross margins and Royalty Pool contributions.

Construction cost inflation and labor market conditions could increase renovation costs beyond modeled levels.

Material costs and skilled labor availability are subject to significant price volatility and supply constraints. Cost overruns beyond DeedFlow’s estimated $100,000–$150,000 per deed property and $150,000 per lien-to-deed property directly reduce project gross margins and Royalty Pool contributions.

Tax deed properties may be subject to title defects, encumbrances, or third-party claims.

Tax deed properties may be subject to title defects, outstanding encumbrances, or competing claims not eliminated by deed conveyance, and may be challenged by prior owners or lienholders within statutory redemption periods. DeedFlow may incur material costs to clear title, defend against claims, or lose its interest in a property entirely, reducing or eliminating expected returns and Royalty Pool revenues from affected properties.

Environmental liabilities on acquired properties could exceed renovation budgets.

Acquired properties may have been subject to prior uses resulting in soil contamination, hazardous materials, or other environmental conditions. Federal and state environmental laws impose remediation liability on current owners regardless of fault, and DeedFlow does not currently maintain dedicated environmental liability insurance on acquired properties.

Tax deed and lien procedures vary significantly by state and are subject to legislative change.

DeedFlow must navigate differing state frameworks governing auction eligibility, redemption rights, lien-to-deed conversion procedures, and marketable title timelines. Legal compliance errors could result in loss of property interests, litigation, or regulatory penalties, and legislative changes to any of these frameworks in DeedFlow’s operating states could materially impair its ability to acquire, enforce, or convert assets.

Zoning, permitting, and building code requirements could delay renovation and disposition.

Renovation activities are subject to local zoning, building codes, and permitting requirements. Permit delays or code compliance requirements could increase costs or restrict intended property use, and unresolved code violations may delay issuance of certificates of occupancy, delaying disposition and reducing net returns.

DeedFlow may face litigation from prior owners, lienholders, or other third parties relating to acquired properties.

Prior owners may challenge tax sale validity, notice adequacy, or auction irregularities. Litigation — even if meritless — can delay disposition of affected properties, reducing Royalty Pool contributions, and DeedFlow’s general liability insurance may be insufficient to address all potential claims.

Risks Relating to Our Business, Management, and Operations

DeedFlow depends on key management personnel with specialized industry expertise.

DeedFlow’s operations depend substantially on the expertise and continued service of its founding management team, who possess specialized knowledge of tax deed and lien auctions, residential construction, and real estate markets. Loss of key personnel could materially impair DeedFlow’s ability to execute its business plan, and DeedFlow does not maintain key-man life insurance on any management team member. See “Management.”

DeedFlow’s management capacity may not scale quickly enough to support projected growth.

Managing a geographically dispersed portfolio of active renovation projects requires significant organizational infrastructure, project management systems, multi-jurisdiction legal compliance capabilities, and financial reporting controls, which DeedFlow may not be able to build out quickly enough to support projected acquisition and renovation volumes.

DeedFlow depends on third-party contractors and service providers it does not directly control.

DeedFlow’s fix-and-flip operations depend on third-party contractors, subcontractors, title companies, and brokers. DeedFlow does not directly employ construction workers, and contractor unavailability, underperformance, or insolvency mid-renovation could cause cost overruns and delays.

The tax deed and tax lien auction market, while fragmented, is competitive.

Individual investors, local operators, institutional buyers, and other technology-enabled platforms compete for the same assets at government auctions. Competitive bidding above modeled acquisition prices compresses margins, and DeedFlow’s proprietary software advantage may diminish as competitors develop comparable tools.

DeedFlow’s proprietary software platform is under development, is not yet complete, and DeedFlow is relying on proceeds of this offering to complete it, with no assurance that it ever will be completed or will perform as intended.

DeedFlow’s proprietary software platform, described under “Business — Business Line 3: Proprietary Technology Platform,” is under development and is not yet complete. DeedFlow intends to use a portion of the proceeds of this offering — currently estimated at $1,000,000 at full subscription, and proportionately less if less than the maximum offering amount is sold — to fund completion of the platform. If DeedFlow raises substantially less than the maximum offering amount, or if development costs exceed current estimates, DeedFlow may not have sufficient funds to complete the platform as currently designed, on the timeline anticipated by management, or at all. There is no assurance that the platform will ever be completed, that it will be completed within the budget or timeframe currently anticipated by management, or that, once completed, it will perform as intended, produce accurate or reliable underwriting outputs, or provide the competitive advantages DeedFlow currently expects. Pending completion, DeedFlow conducts acquisition underwriting using manual processes, which are less efficient and may be less accurate than the completed platform is intended to be, and which could result in DeedFlow acquiring properties or liens at prices or on terms less favorable than modeled, or in DeedFlow losing acquisition opportunities to better-equipped competitors. In addition, once completed, DeedFlow’s software will apply configurable price limits, image analysis, and cost estimation models based on management assumptions that have not been independently audited or validated and that may not predict actual acquisition economics; software errors or model failures could result in suboptimal acquisitions or underestimated renovation costs, and the platform will remain subject to obsolescence as technology and competition evolve. Prospective investors should not assume that the platform described in this Offering Circular currently exists or currently functions as described, and should evaluate DeedFlow’s business on the assumption that its acquisition underwriting will, for some period following this offering, be materially more manual, slower, and less data-driven than the completed platform is intended to be.

A cybersecurity incident could disrupt DeedFlow’s operations or compromise sensitive data.

DeedFlow’s systems collect, process, and store sensitive operational and financial data. A cybersecurity breach, ransomware attack, or system failure could disrupt operations, impair the software platform, compromise data, and result in regulatory penalties or reputational damage. DeedFlow may lack the cybersecurity infrastructure of larger companies, and cybersecurity insurance coverage may be insufficient.

DeedFlow depends on continuous availability of cloud-based infrastructure.

System outages, cloud provider failures, or natural disasters affecting IT infrastructure could impair auction participation, renovation pipeline management, lien redemption tracking, and Royalty Pool reporting, resulting in missed opportunities and administrative failures.

Risks Relating to Tax and Securities Regulation

Bondholders may owe tax on “phantom income” that exceeds actual cash distributions received.

Under CPDI treatment, Bondholders must accrue OID income annually at the comparable yield, regardless of actual cash distributions received. In periods of Royalty Pool insufficiency, Bondholders may owe income tax on phantom income without corresponding cash receipts. Investors in higher tax brackets may face material cash tax obligations without cash income from the Bonds. See “Material U.S. Federal Tax Considerations.”

The IRS could challenge the CPDI classification and seek to recharacterize the Bonds as equity.

If successful, DeedFlow would lose interest deductions, Bondholders could be taxed on distributions as dividends, and gain on sale or retirement of Bonds could be treated differently than currently anticipated. DeedFlow’s tax opinion, when obtained, will not be binding on the IRS, and changes in tax law or IRS guidance during the 10-year Bond term could alter the applicable tax treatment.

Regulation A Tier 2 imposes ongoing compliance obligations, and failure to satisfy them could result in loss of the exemption.

Regulation A Tier 2 requires ongoing SEC reporting: Form 1-K (annual), Form 1-SA (semi-annual), and Form 1-U (current events). Failure to file timely reports could result in loss of the Regulation A exemption, SEC enforcement action, or suspension of ATS secondary trading. Compliance costs will reduce funds available for operating activities and Royalty Pool contributions.

State securities regulators retain fraud enforcement authority notwithstanding Tier 2 preemption.

Although Tier 2 Regulation A securities are “covered securities” preempting state registration requirements, states retain fraud enforcement authority and may impose notice filing requirements. An adverse state enforcement action could damage DeedFlow’s reputation, impair ATS trading in that state, and impose costs and management distraction.

Changes in federal tax law could adversely affect Bondholders’ after-tax returns.

U.S. federal tax laws governing debt instruments, contingent payment obligations, and investment income are subject to change by Congress, Treasury, or the IRS. Changes during the 10-year Bond term could affect Bond characterization, distribution treatment, applicable rates, or DeedFlow’s deductibility of payments.

Risks Related to Tokenization and Blockchain

We intend to issue the Bonds using the Trusted Smart Chain, a permissioned partition of an otherwise public, permissionless blockchain network, which presents risks that would not exist for a conventional paper-form security.

The Company has elected to issue the Bonds using the Trusted Smart Chain, a permissioned environment that operates as a restricted partition within an otherwise public, permissionless blockchain network. While the underlying blockchain infrastructure remains open and permissionless — meaning that any person or entity may participate in the network as a node operator, miner, or validator without the Company’s or the Transfer Agent’s approval or oversight — the Transfer Agent seeks to deliver controls such as KYC/AML verification, jurisdiction-specific transfer restrictions, role-based access, and real-time credential revocation to verified, credentialed participants through token-level identity binding and on-chain credential enforcement. These controls do not provide complete control over the underlying blockchain infrastructure. Changes in laws, regulations, or policies surrounding crypto assets could change validator behavior in a way that makes the underlying blockchain operationally unstable, including by reducing the computing power available to secure the network and temporarily increasing the risk of a so-called “51% attack.” Because the Trusted Smart Chain operates on a permissionless base layer, protocol upgrades and governance of that base layer are subject to decentralized processes outside DeedFlow’s and the Transfer Agent’s control, and a “hard fork” of the underlying network could result in competing versions of the blockchain or technical incompatibilities requiring DeedFlow or the Transfer Agent to migrate the Tokens to an alternative blockchain.

Blockchain technology generally is nascent, novel, and largely untested at scale, and may contain undiscovered flaws or limitations. Although the Transfer Agent’s off-chain master securityholder file — not the blockchain — will be the sole official record of ownership in all circumstances, disruptions, cyberattacks, coding defects, or forks affecting the Trusted Smart Chain or its underlying network could undermine confidence in the Tokens, delay administrative processes, or require DeedFlow or the Transfer Agent to migrate the Tokens to an alternative blockchain network. Since the Company intends, through its Transfer Agent, to use the blockchain only to index the master securityholder file, disruptions to the blockchain network would not affect the official ownership records maintained by the Transfer Agent — but such events could undermine investor confidence in the Bonds. Investors should not conflate the Bond Tokens with unregistered cryptocurrencies; the Tokens do not derive value from, and are not exposed to, general cryptocurrency market volatility, but investor unfamiliarity with digital-token-based securities could affect demand for, and the eventual secondary liquidity of, the Bonds.

The regulatory treatment of tokenized securities is uncertain and evolving.

Regulation of tokens and token offerings, blockchain technologies, and token exchanges is being developed and is likely to rapidly evolve at the federal, state, and international level. New laws, regulations, guidance, or enforcement positions could require DeedFlow to modify the tokenization structure, obtain additional licenses, incur additional compliance costs, or restrict the use of blockchain technology in connection with the Bonds. The format in which a security is issued — on-chain or off-chain — does not affect the application of the federal securities laws, and DeedFlow’s use of blockchain technology does not reduce or modify any of its obligations under such laws.

The Transfer Agent’s smart contract could contain defects requiring reissuance of the Tokens.

The compliance and transfer-restriction logic applicable to the Tokens is programmed into a smart contract administered by the Transfer Agent. If the smart contract is later found to be defective or to contain errors, DeedFlow and the Transfer Agent may need to discontinue its use and reissue the Tokens under a new or modified smart contract, which could cause administrative delay or temporary uncertainty regarding Token records — though not regarding the underlying off-chain ownership records, which would remain authoritative throughout.

Investors do not custody the Tokens directly, and access to any investor portal does not constitute custody or control of a Token.

All Tokens will be held by the Transfer Agent in a single omnibus wallet under its exclusive custody and control. Investors will not custody any blockchain wallet or private keys in connection with the Bonds. Access to any investor portal is limited to viewing account information, receiving distributions, and managing investor profile data, and loss of portal credentials is remediated solely through the Transfer Agent’s identity-verification procedures — not through any blockchain-based recovery mechanism.

If a secondary market in the Tokens develops, blockchain network or “gas” fees could apply to certain transfers.

While DeedFlow does not currently have plans to enable secondary transferability of the Tokens, if transfers are permitted in the future, the underlying blockchain network may require payment of network fees (“gas fees”) to process transactions. Any such fees associated with a permitted transfer are expected to be incorporated into the Transfer Agent’s transfer fee rather than charged to investors separately, but the amount of any such fee may vary with network demand and is not within DeedFlow’s control.

A member of our Board of Directors has an independent relationship with the Trusted Smart Chain, the blockchain network DeedFlow has selected for the Bonds.

Tom Truong, a member of DeedFlow’s Board of Directors, has served since 2025 as a “Titan Contributor” to the Trusted Smart Chain. This relationship could be perceived to have influenced, or could in fact have influenced, DeedFlow’s selection of the Trusted Smart Chain as the designated blockchain network for the Bonds, as opposed to an alternative network selected on a fully arm’s-length basis. See “Certain Relationships and Related Party Transactions — Director’s Interest in Designated Blockchain Network.” Any compensation, tokens, or other consideration Mr. Truong receives in connection with his role at the Trusted Smart Chain is not being reviewed or approved by DeedFlow’s Board in this Offering Circular, and DeedFlow has not yet completed its assessment of whether this relationship necessitates additional related-party disclosure, recusal, or independent director approval.

THE RISK FACTORS SET FORTH ABOVE DO NOT PURPORT TO BE EXHAUSTIVE. PROSPECTIVE INVESTORS ARE URGED TO CONSULT WITH THEIR OWN LEGAL, TAX, AND FINANCIAL ADVISORS BEFORE MAKING AN INVESTMENT DECISION. AN INVESTMENT IN THE BONDS IS SUITABLE ONLY FOR INVESTORS WHO CAN BEAR THE LOSS OF THEIR ENTIRE INVESTMENT.

USE OF PROCEEDS

If we sell all of the Bonds offered, our gross proceeds will be $25,000,000. The figures below are estimates only, and actual allocations may differ. As of the date of this Offering Circular, we have not sold any Bonds pursuant to this offering. Because this is a best-efforts offering with no minimum offering amount, we have set forth below our anticipated use of proceeds at 100%, 75%, 50%, and 25% of the maximum offering amount. Investors should not assume that any minimum amount of proceeds will be available for operating uses; fixed obligations, offering costs, the Year 1 Interest Escrow, and Bridge Loan Repayment may materially reduce proceeds available for tax deed acquisitions, renovations, tax lien acquisitions, software development, and working capital at lower raise levels. The Bridge Loan Repayment amount is held constant across all scenarios because it reflects a fixed pre-existing obligation that DeedFlow intends to repay from offering proceeds regardless of the amount ultimately raised, subject to increase if additional Bridge Loans are issued before repayment.

The Year 1 Interest Escrow may be held by or for the benefit of the Trustee in a segregated account, but amounts released from the escrow will be applied by the Payment Agent solely to Priority Return during the first year following the Date of Issuance. Any unused balance at the end of Year 1 will be released to DeedFlow for deployment into operating capital. As of July 6, 2026, DeedFlow had $189,800 in aggregate principal amount of Bridge Notes outstanding — consisting of an $89,800 note held by DeedFlow’s founder and Chief Executive Officer, Megan Shaw, and a $100,000 note held by Billy Beach Capital, an unaffiliated third party — plus an associated 10% bridge fee of $18,980, for a combined principal-and-fee balance of $208,780. The $210,000 Bridge Loan Repayment allocation reflects this balance rounded up to provide a modest buffer for accrued interest. The actual amount required to repay the Bridge Notes in cash will depend on the aggregate principal, accrued interest, and bridge fees outstanding at the time of repayment, and will be lower to the extent any Bridge Note holders — including Ms. Shaw — elect instead to convert their notes into Bonds offered hereby. See “Certain Relationships and Related Party Transactions — Chief Executive Officer Bridge Loan” and “Risk Factors — Our outstanding Bridge Notes — including one held by our Chief Executive Officer — rank senior to the Bonds and may convert into Bonds offered hereby.”

If DeedFlow raises substantially less than the maximum offering amount, management expects to sequence operations based on available capital rather than attempt to execute all business lines at the same scale. DeedFlow may limit the number or size of tax deed acquisitions, delay or reduce renovation projects, acquire fewer tax liens, defer portions of proprietary software development, preserve additional working capital for debt service, insurance, taxes, compliance, and administrative expenses, or hold proceeds pending identification of suitable transactions. These decisions could reduce or delay Royalty Pool receipts and may cause actual uses of proceeds to differ materially from the allocation tables above.

The Proprietary Software Platform Development allocation is intended to fund completion of DeedFlow’s software platform, which is under development and not yet complete as of the date of this Offering Circular. If DeedFlow raises substantially less than the maximum offering amount, the corresponding reduction in this allocation could delay or prevent completion of the platform. See “Business — Business Line 3: Proprietary Technology Platform” and “Risk Factors — DeedFlow’s proprietary software platform is under development, is not yet complete, and DeedFlow is relying on proceeds of this offering to complete it, with no assurance that it ever will be completed or will perform as intended.”

The expected use of proceeds represents DeedFlow’s intentions based on its current plans and business conditions. Management will retain broad discretion over the allocation of proceeds, and any material reallocation will be disclosed in an amendment to the Offering Statement filed with the SEC.

PLAN OF DISTRIBUTION

This Offering Circular is part of an Offering Statement that we filed with the SEC. Periodically, as we have material developments, we will provide an Offering Circular supplement that may add, update, or change information contained in this Offering Circular.

Exchange Listing

As of the date of this Offering Circular, there is no trading market for any of our securities, and we cannot assure you that a trading market will develop. We have not applied to list our securities on any national securities exchange.

Pricing of the Offering

Prior to this offering, there has been no public market for the Bonds. The public offering price of $10.00 per Bond was determined by DeedFlow’s Board of Directors. Because the offering price is not based upon any independent valuation, it may not be indicative of the proceeds Bondholders would receive upon any sale or redemption.

Offering Period and Expiration Date

This offering will start on or after the qualification date and will terminate on the earlier of: (a) twenty-four (24) months from the qualification date (extendable at our discretion, subject to any applicable requalification); (b) the date when all Bonds have been sold; or (c) the date on which this offering is earlier terminated by us in our sole discretion.

Broker-Dealers

The Company will not initially sell Bonds through commissioned broker-dealers, but may do so after the commencement of the offering. If we engage one or more commissioned sales agents or underwriters, we will supplement this Offering Circular to describe the arrangement, and any such arrangement will comply with applicable FINRA Rule 5110 filing and compensation-reasonableness requirements and any other applicable FINRA rules

Subscription Procedures

If you decide to subscribe for Bonds in this offering, you should review your subscription agreement. Subscription agreements will be entered into via the Transfer Agent’s platform (the “Platform”), an online service providing back-end functionality for processing subscriptions and payments. It is not an ATS or broker-dealer.

We reserve the right to reject any investor’s subscription in whole or in part for any reason. If the offering terminates or if any prospective investor’s subscription is rejected, all funds received from such investors will be returned without interest or deduction. Subscriptions are irrevocable by the investor once submitted.

Since there is no minimum offering amount, the Company may immediately deposit proceeds from accepted subscription agreements into the Company’s bank account (subject to depositing approximately 8% of gross proceeds into the Year 1 Interest Escrow), and may use such proceeds in accordance with “Use of Proceeds.” You shall deliver funds by ACH deposit, wire transfer, check, or such other means as the Company deems appropriate.

Any potential investor should take ample time to review the subscription agreement, along with their counsel, prior to making any final investment decision.

The Platform, the Transfer Agent, any tokenization functionality, any blockchain indexing, and any ATS or secondary-trading arrangements are administrative, recordkeeping, technology, transfer, payment-processing, or secondary-market functions and are not, unless separately disclosed in a supplement, broker-dealer solicitation activity for this offering. After SEC qualification of the Offering Statement, this offering will be conducted either (i) through the Platform, whereby investors will review and complete their subscription agreements online and make payment of the purchase price through a third-party processor to an account we designate or (ii) directly through the Company, subject to substantially similar requirements. The information on the Company’s offering page, while using the Platform’s technology, is presented and under the control of the Company. We further note that the Platform will be operational and accessible at deedflow.co/invest and iOS and Android Apps only when the Offering is declared qualified by the SEC.

Investor Suitability Standards

As a Tier 2 Regulation A offering, investors must comply with the 10% limitation on investment in the offering prescribed by Rule 251. The only investor exempt from this limitation is an “Accredited Investor” as defined under Rule 501 of Regulation D. You qualify as an Accredited Investor if, among other things:

You are a natural person with individual net worth, or joint net worth with spouse, exceeding $1,000,000, excluding the value of your primary residence;

You have earned income exceeding $200,000 (or joint income with spouse exceeding $300,000) in each of the two most recent years with a reasonable expectation of the same level in the current year;

You hold certain professional certifications, designations, or credentials designated by the SEC;

You are an organization described in Section 501(c)(3) of the Code, a corporation, or a partnership with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring Bonds;

You are a bank, savings institution, broker-dealer, insurance company, registered investment company, or similar regulated entity;

You are an entity in which each equity owner is an accredited investor; or

You are a trust with total assets in excess of $5,000,000, whose purchase is directed by a sophisticated person.

Use of Blockchain

A blockchain is an open, distributed ledger that records transactions between two parties in a verifiable and permanent way using cryptography. Transactions on the blockchain are permanently recorded on the blockchain in collections of transactions called “blocks.” Blockchain networks are based upon software source code that establishes and governs their respective cryptographic systems for verifying transactions.

 For clarity of the terminology of the securities on the blockchain, the Company is utilizing the following definitions:

“Issued” means that, after an investor’s subscription is accepted and the investor is approved, the Transfer Agent records the investor’s ownership of the Class A Preferred Shares on the official master securityholder file. The Company may also create a corresponding tokenized reference on-chain (the “blockchain index”), but legal issuance of the Bonds occurs only when reflected on the Transfer Agent’s official records.

 “Maintained” means that the Transfer Agent maintains the official master securityholder file off-chain. This master securityholder file is the sole authoritative record of ownership of the Class A Preferred Shares. The blockchain does not maintain the official shareholder ledger and does not replace or supersede the Transfer Agent’s records.

 “Indexed” means that certain transaction information may be recorded on-chain as a reference or audit trail. The blockchain index is not the legal record of ownership. It is only a technology layer used to reflect certain activity that has been approved and recorded by the Transfer Agent.

Securities recorded or represented on blockchain; no investment in cryptocurrencies

T7X Equity Inc., the Company’s Transfer Agent will maintain the official ownership records of the Bonds in the master securityholder file, which shall be maintained on a private, off-chain database and indexed and copied to a blockchain-based ledger (the “MSF”), where the digital Bond (each, a “Token” and collectively, “Tokens”) represent the book-entry interests of the underlying security. The blockchain refers to a permissionless blockchain network. The Transfer Agent has chosen to use the Trusted Smart Chain blockchain.

 A bondholder shall be entitled to exercise the rights attributed to the Bonds held by such securityholder only to the extent that, as of the respective date when such rights are intended to accrue or be exercised, such bondholder is a record holder of the corresponding number of Bonds in the master securityholder file. For these purposes, the Company shall rely on the information recorded in the master bondholder file maintained by the Transfer Agent as the official record of ownership.

 The Company will index to the blockchain against the transfers agent’s book form records on a daily basis to ensure the records remain synchronized. This applies to new issuances of Tokens as well as transfers from existing Token owners, if ever permitted. While there are no current plans to make a secondary market, if one does develop, transfers of Tokens will comply with applicable registration or exemption requirements. The indexing process will also ensure that the Tokens remain stapled to the underlying Bonds. In the event of a conflict between the off-chain record held by the Transfer Agent and the blockchain record, the off-chain MSF record is determinative.

Tokens are encrypted digital assets created on the blockchain and issued in accordance with the Operating Agreement that represent the underlying Bonds and do not constitute separate securities. If ever permitted, transfers recorded on the blockchain effect the corresponding transfer of ownership of the underlying Bond.

 Tokens do not have any independent economic or legal value apart from the underlying Bonds and may not exist, be transferred, or be used independently of the corresponding Bonds. Holders receive only those rights associated with the Bonds held, and no additional legal, economic, or other rights arise from the existence or use of Tokens.

 Please refer to Risk Factors – “Risks Related to Tokenization and Blockchain” for additional practical and legal risks including risks related to impact on value of the Bonds and unproven technology, which would not exist if no blockchain technology was used by the Company.

 Tokens are not considered by the Company to be cryptocurrency, as there is no value independent of the Bonds and they cannot be traded, sold, used to purchase items, or be used for any other purpose. Tokens cannot be purchased, sold, or traded separate from the Bonds.

 Each Token represents one Bond and cannot be subdivided. Only a whole Bond can be issued or transferred. Accordingly, only a whole Token representing such Bond can be issued or transferred (if ever permitted). While there are no current plans to make a secondary market, if one does develop, transfers will comply with applicable registration or exemption requirements. The number of Tokens outstanding would be equal to the number of Bonds issued as each Token is only created upon the successful subscription approved.

 The Tokens do not at any time convey any rights, obligations, preferences, royalty rights, liquidation rights, or other benefits of the Bond.

 There are additional risks associated with the issuance, transfer, custody and record keeping of securities or Tokens maintained and recorded on a blockchain. For example, securities that are issued using blockchain technology would be subject to the many risks as covered under Risk Factors – “Risks Related to Tokenization and Blockchain.”

Use of Trusted Smart Chain Blockchain

Trusted Smart Chain blockchain is an open source, permissionless blockchain framework. It is a modular, general-purpose framework that offers unique access control features, which make it suitable for a variety of industry applications such as track-and-trace of supply chains, trade finance, loyalty and rewards, as well as clearing and settlement of financial assets.

Investors will not pay blockchain network fees or gas fees separately for the initial purchase or issuance of the Tokens. Any network fees for the initial issuance or indexing will be paid by the Company, platform, or another service provider. If an investor transfers ownership of the Bonds, Transfer Agent fees may apply. However, the investor will not pay separate gas fees or blockchain network fees. Any blockchain network or gas fees related to the on-chain indexing of the transfer will be included as part of the Transfer Agent fee charged for the transfer. For the avoidance of doubt, no trading market currently exists; however, the Company may, in its sole discretion and without Holder consent, seek or facilitate listing or trading on one or more ATSs, subject to applicable registration or exemption requirements.

Trusted Smart Chain blockchain is a permissionless blockchain network that supports permissioned functionality through access controls and credentialing mechanisms applied at the application or smart contract level. The securityholders can access the financial information in the Platform based on the information in book form and the same information from the T7X Equity, Inc. Platform (the “Platform”) in the blockchain form.

A Token is an encrypted digital asset created on the blockchain which, when issued and delivered pursuant to and in compliance with the Indenture and transfer agent procedures, is indexed to the underlying Bonds and forms part of the blockchain reference record. The Transfer Agent’s off-chain Master Securityholder File, not the blockchain, is the sole official record of ownership in all cases and circumstances. The smart contract used to create and manage the Tokens facilitates administrative indexing of the Bonds on the blockchain and does not grant any additional legal rights, economic rights or otherwise to the Bonds’ bondholder.

The smart contract uses a permissioned extension of the ERC-20 standards. ERC-20 is a standard interface for fungible tokens. ERC-20 provides basic functionality to track and transfer tokens.

As an extension of ERC-20, the smart contract used by the Company is running on the Trusted Smart Chain blockchain and incorporates permissioned controls that restrict certain interactions to verified and credentialed participants, which creates and records Tokens representing the Bonds and related information on the blockchain. The Token forms part of the record of ownership of the Bonds. The smart contract records the transfer of Tokens and related financial information. Although there are no current plans to make a secondary market, if one does develop, transfers of Tokens will comply with applicable registration or exemption requirements.  If ever applicable, transfers recorded on the blockchain constitute the transfers of the underlying Bonds as reflected in the master bondholder file. The smart contract does not provide any additional legal or economic rights to bondholders beyond those associated with the underlying Bonds. Holders are provided with semi-annual financial information and quarterly distribution details for each Bond they hold. This financial information is accessible to bondholders in the Platform for review or on the blockchain. The primary source of the financial information is maintained in book-entry form, and in the event of a conflict between the book-entry form and the financial information maintained on the blockchain, the book-entry form records will be determinative.

Primary benefits of Trusted Smart Chain Blockchain

Trusted Smart Chain in connection with the Transfer Agent creates a compliance-enforced permissioned enclave within permissionless blockchain networks, delivering the controls of a private, permissioned ledger such as KYC/AML verification, jurisdiction-specific transfer restrictions, role-based access, and real-time credential revocation while preserving the core advantages of public blockchain infrastructure: settlement finality, liquidity access, and transparent auditability. Through token-level identity binding and on-chain credential enforcement, the Transfer Agent seeks to ensure that only verified, credentialed participants can interact with tokenized assets, ring-fencing activity within the open network without sacrificing the interoperability or efficiency that institutional adopters require.

Wallet and access

All Tokens are held in the Omnibus Wallet, where the Transfer Agent maintains, within the T7X transfer agent system, a sub-ledger that identifies each investor by name and links each investor's position in the Bonds to the Know-Your-Customer, anti-money-laundering, accredited-investor or qualified-purchaser status, tax, and contact information collected from that investor at subscription. For each investor, a corresponding on-chain identity record is created using the ERC-725 and ERC-734 standards that binds the investor's verified identity and compliance claims to the blockchain index entries reflecting that investor's position. Each investor’s identity is an administrative identifier used by the Transfer Agent to enforce compliance, transfer restrictions, recordkeeping, and reporting obligations. It is not a custodial wallet, holds no Tokens, and does not grant the investor any private key, signing authority, or technical ability to initiate or authorize any on-chain transaction. Investors do not custody Tokens or private keys at any time. All Tokens at all times reside in the Omnibus Wallet under the exclusive control of the Transfer Agent.

After KYC and AML checks are completed, the investor may create an account, and set up a username and passkeys. If the Investor loses access to their email account or passkeys, which was used during the account creation process, they are instructed to contact the team at our Transfer Agent at support_ta@t7x.io and validate their identity to reset the investment platform access for them. Until the password is reset, the Investor may not be able to view its account nor transact.

The Transfer Agent maintains the official record of ownership of the Bonds in the Master Securityholder File on a private, off-chain database. The Transfer Agent has access to the Omnibus Wallet and can freeze the Tokens or block any transactions on blockchain to comply with the requirements of a regulatory mandate or a court order.

Transfer Agent / No Certificates

The Company has engaged T7X Equity, Inc. to act as transfer agent (“Transfer Agent”) for the Bonds. We intend to issue the Bonds as a token on a public, permissionless blockchain (the “Tokens”). The maintenance of the Tokens will occur on a gated platform controlled by the Transfer Agent. Such ownership records will then be indexed onto the blockchain by the Transfer Agent. The Transfer Agent’s Master Securityholder File will be the official record in all cases and circumstances, including any discrepancy or inconsistency. Investors may submit subscription agreements and corresponding funds to the Company either directly or through the Transfer Agent’s platform. The information related to all accepted subscriptions will be provided to the Transfer Agent for recording on the Master Securityholder File, and the Transfer Agent’s Master Securityholder File will remain the official record of ownership of the Bonds.

The Transfer Agent will reconcile the blockchain index to the Master Securityholder File daily. If there is any discrepancy or inconsistency between the blockchain index and the Transfer Agent’s Master Securityholder File, the Transfer Agent’s Master Securityholder File will control in all cases and circumstances. The Transfer Agent may correct the records in the T7X transfer agent system, and any correction may then be indexed to the blockchain.

Advertising, Sales and other Promotional Materials

In addition to this Offering Circular, subject to limitations imposed by applicable securities laws, we expect to use additional advertising, sales and other promotional materials in connection with this Offering. These materials may include information relating to this Offering, the past performance of our Manager and its officers, directors and its affiliates, articles and publications concerning the industry, or public advertisements and audio-visual materials, in each case only as authorized by us. In addition, the sales material may contain certain quotes from various publications without obtaining the consent of the author or the publication for use of the quoted material in the sales material. Although these materials will not contain information in conflict with the information provided by this Offering Circular and will be prepared with a view to presenting a balanced discussion of risk and reward with respect to our common shares, these materials will not give a complete understanding of this Offering, us or our Bonds and will only be made available consistent with the requirements of Rule 255 of Regulation A. This Offering is made only by means of this Offering Circular and prospective investors must read and rely on the information provided in this Offering Circular in connection with their decision to invest in our common shares.

How to Subscribe

Investor Account

When subscribing to this Offering, investors will go through a Know Your Customer (“KYC”) process in order to verify an investors information prior to the acceptance of any subscriptions. Upon acceptance of an investor’s subscription agreement, an account will be set-up on our Transfer Agent’s platform, that is controlled directly by the subscriber.

Investors subscribing through the Platform may transfer funds into its account at the Transfer Agent by authorizing an electronic transfer using the ACH network from investor’s designated and verified bank account (or other means that may be permitted by the Transfer Agent) to its funding account. Investors can view their cash positions in their self-custodied account at the Transfer Agent, through an “Investor Dashboard”. Investors subscribing directly with the Company may deliver funds by check, ACH, wire transfer, or such other method as the Company may approve, pursuant to instructions provided by the Company. Any distributions on the Bonds will be made in accordance with the Indenture and the Payment Agent’s procedures, which may include payments through the Payment Agent, direct payments by the Company, or such other payment method as the Payment Agent and Holder may agree.

Subscription Procedures

Investors seeking to purchase our Bonds who satisfy the “qualified purchaser” standards should proceed as follows:

By executing the subscription agreement and paying the total purchase price for our Bonds subscribed for, each investor agrees to accept the terms of the subscription agreement and attests that the investor meets the minimum standards of a “qualified purchaser”, has satisfied applicable KYC, AML, sanctions, investor-eligibility, and similar compliance requirements, and that such subscription for the Bonds, to the extent not an “Accredited Investor” (as defined in Rule 501) does not exceed 10% of the greater of such investor’s annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons). Subscriptions will be binding upon investors but will be effective only upon our acceptance and we reserve the right to reject any subscription in whole or in part.

We will offer the Bonds in this Offering for a period of twelve (12) months from the date of commencement of this Offering after qualification or until we raise the maximum amount being offered, whichever occurs earlier, but there is no guarantee that any amount of our Bonds will be sold. This Offering will commence within two (2) days of the date of qualification by the SEC. We reserve the right to terminate or extend the Offering for any reason at any time. Subscriptions will be accepted on a rolling basis and, once received, are irrevocable by investors. Subscriptions will be binding upon investors and will be accepted or rejected by us at our discretion.

To the extent that the funds are not ultimately received by us or are subsequently withdrawn by the subscriber, the subscription agreement will be considered terminated, and the subscriber will not be entitled to any Bonds subscribed for or distributions that may have accrued.

An investor must transfer funds held in its Transfer Agent account to its own bank account to utilize the funds in any way other than investment in our Bonds. Upon request, our Transfer Agent, will transfer funds back to an investor’s verified bank account by ACH transfer, provided that such funds are not irrevocably committed to the purchase of our Bonds or otherwise irrevocably committed through the T7X Platform. An investor may transfer funds out of its T7X Platform account at any time by accessing their Investor Dashboard and selecting “request withdrawal”. Funds withdrawn will be released and made available in the investor’s funding account typically within 48 hours. Investors may withdraw uncommitted funds by accessing their Investor Dashboard on the T7X Platform and selecting the option to move uncommitted funds held in the T7X account back to their personal bank account. This transfer typically takes three to five business days to complete.

Minimum Purchase Requirements

You must initially purchase at least 250 Bonds in this Offering, or $2,500 based on the current per Bond price. If you have satisfied the applicable minimum purchase requirement, any additional purchase must be in amounts of at least $10. However, in certain instances, and in our sole discretion, we may revise the minimum purchase requirements in the future or elect to waive the minimum purchase requirement, such as for individuals who participate in different plans established by our Board of Directors.

Arbitration Provision

By purchasing Bonds in this Offering, investors agree to be bound by the Arbitration Provisions contained in our subscription agreement . Such Arbitration Provisions apply to claims under the U.S. federal securities laws and to all claims that are related to the Company, including with respect to this Offering, our Bonds, and our ongoing operations, among other matters, and limit the ability of investors to bring class action lawsuits or similarly seek remedy on a class basis.

By agreeing to be subject to the Arbitration Provisions contained in our subscription agreement, you are severely limiting your rights to seek redress against us in court. For example, you may not be able to pursue litigation for any claim in state or federal courts against us or our respective directors or officers, including with respect to securities law claims, and any awards or remedies determined by the arbitrators may not be appealed. In addition, arbitration rules generally limit discovery, which could impede your ability to bring or sustain claims, and the ability to collect attorneys’ fees or other damages may be limited in the arbitration, which may discourage attorneys from agreeing to represent parties wishing to commence such a proceeding. 

Specifically, under the Arbitration Provisions, either party may, at its sole election, require that the sole and exclusive forum and remedy for resolution of a claim be final and binding arbitration. We have not determined whether we will exercise our right to demand arbitration but reserve the right to make that determination on a case by case basis as claims arise. In this regard, the Arbitration Provisions are similar to a binding arbitration provision as we are likely to invoke the Arbitration Provisions to the fullest extent permissible. The Arbitration Provisions apply to claims under the U.S. federal securities laws and to all claims that are related to the Company, including with respect to this Offering, our holdings, our Bonds, and our ongoing operations, among other matters.

Any arbitration brought pursuant to the Arbitration Provisions must be conducted in the State of Delaware. The term “Claim” as used in the Arbitration Provisions is very broad and includes any past, present, or future claim, dispute, or controversy involving you (or persons claiming through or connected with you), on the one hand, and us (or persons claiming through or connected with us), on the other hand, relating to or arising out of your subscription agreement, and/or the activities or relationships that involve, lead to, or result from any of the foregoing, including (except an individual Claim that you may bring in Small Claims Court or an equivalent court, if any, so long as the Claim is pending only in that court) the validity or enforceability of the Arbitration Provisions, any part thereof, or the entire subscription agreement. Claims are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity; or otherwise. Claims include (without limitation) matters arising as initial claims, counter-claims, cross-claims, third-party claims, or otherwise. The scope of the Arbitration Provisions is to be given the broadest possible interpretation that will permit it to be enforceable. We have no reason to believe that the Arbitration Provisions are not enforceable under federal law, the laws of the State of Delaware, or under any other applicable laws or regulations. However, to the extent that one or more of the provisions in our subscription agreement with respect to the Arbitration Provisions or otherwise requiring you to waive certain rights were to be found by a court to be unenforceable, we would abide by such decision.

As a result of these arbitration provisions, you and our other bondholders may be subject to increased costs in bringing a claim, limited access to information and you may also be subject to other imbalances of resources between us and our bondholders. These provisions may also discourage you and other bondholders, including those who may purchase securities upon resale by any initial purchaser in an aftermarket or otherwise, from bringing claims at all and will limit your ability to bring a claim in a judicial forum that you find favorable.

Before purchasing our bonds, a potential investor must acknowledge, understand, and agree that: (a) arbitration is final and binding on the parties; (b) the parties are waiving their right to seek remedies in court, including the right to jury trial; (c) pre-arbitration discovery is generally more limited than and potentially different in form and scope from court proceedings; (d) the Arbitration Award is not required to include factual findings or legal reasoning and any party’s right to appeal or to seek modification of a ruling by the arbitrators is strictly limited; and (e) the panel of arbitrators may include a minority of persons engaged in the securities industry. The Arbitration Provisions limit the rights of an investor to many legal remedies and rights otherwise available.

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

The following discussion should be read together with DeedFlow’s financial statements and related notes appearing elsewhere in this Offering Circular. This discussion contains forward-looking statements based on management’s current expectations, and actual results could differ materially. See “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors.”

Overview

DeedFlow, Inc. is a Delaware corporation incorporated on June 3, 2026 (inception). DeedFlow is a development-stage company: as of June 30, 2026 (the date of its most recent audited balance sheet), the Company had not yet commenced meaningful revenue-generating operations and had incurred only organizational, legal, accounting, and other startup costs. DeedFlow’s business plan is to acquire, rehabilitate, and sell distressed residential real estate assets sourced from tax deed and tax lien auctions, as described under “Business.” Since the June 30, 2026 balance sheet date, DeedFlow has taken several steps to begin implementing this plan, including raising bridge financing (see “— Liquidity and Capital Resources” below) and acquiring its first three properties in South Carolina for a purchase price of $151,769, which the Company intends to rehabilitate at an estimated cost of $180,000 and place for sale during 2027.

Components of Results of Operations

DeedFlow’s revenues are expected to consist principally of gross proceeds from the sale of renovated tax deed and lien-to-deed conversion properties, together with interest and penalty income collected upon redemption of tax liens. To date, DeedFlow has not generated any revenue. DeedFlow’s principal operating expenses to date have consisted of organizational, legal, and accounting costs incurred in connection with the Company’s formation and this offering. Going forward, DeedFlow’s principal operating expenses are expected to also include acquisition costs (tax deed and tax lien purchase prices at auction), renovation and construction costs, senior property-level debt service, technology platform development and maintenance costs, and general corporate overhead, including the incremental costs of operating as a Regulation A reporting company.

Results of Operations — Period from Inception (June 3, 2026) through June 30, 2026

For the period from inception (June 3, 2026) through June 30, 2026, DeedFlow generated no revenue and incurred a net loss of $8,775, consisting entirely of organizational and startup expenses (legal, accounting, and filing fees incurred in connection with the Company’s formation). Because this was DeedFlow’s initial stub period following inception, no period-over-period comparison is presented. DeedFlow expects to incur substantially higher operating expenses in future periods as it commences property acquisition, renovation, and disposition activity and as it incurs the ongoing costs of being a Regulation A reporting company. See “Index to Financial Statements — Statement of Operations.”

Operating Revenues (development stage start up)

The Company’s revenues were $0 for the period ended June 30, 2026. 

General and Administrative Expenses 

For the period ended June 30, 2026, general and administrative expenses were $25. 

Professional Fees

For the startup period ended June 30, 2026, professional fees were $8,750. 

Consulting Fees

For the period ended June 30, 2026, consulting fees were $0.

Our net loss for the period ended June 30, 2026 was ($8,775).

Liquidity and Capital Resources

As of June 30, 2026, DeedFlow had cash of $31,225 and a current note payable of $29,800 owed to its founder and Chief Executive Officer, Megan Shaw, representing funds she had advanced to the Company prior to execution of a formal promissory note. DeedFlow’s primary sources of liquidity through that date consisted of (i) net cash proceeds of $10,200 from the issuance of common stock to founders and early investors, and (ii) the $29,800 advanced by Ms. Shaw. These resources resulted in working capital of approximately $1,425 as of June 30, 2026 — an amount management does not believe is sufficient to fund DeedFlow’s planned operations, which raises substantial doubt about the Company’s ability to continue as a going concern. See “— Going Concern” below.

At June 30, 2026, the Company had total current assets of $31,225, consisting of cash.

At June 30, 2026, the Company had total current liabilities of $29,800, consisting of a current note payable of $29,800 owed to its founder and Chief Executive Officer, Megan Shaw, representing funds she had advanced to the Company prior to execution of a formal promissory note.

At June 30, 2026, we had working capital of $1,425.

Cashflows from Operating Activities

During the period ended June 30, 2026, cash used in operating activities was ($8,775).

Cashflows from Financing Activities

During the period ended June 30, 2026, cash provided by financing activities was $40,000, including $10,200 from the issuance of common stock to founders and early investors, and the $29,800 advanced by Ms. Shaw.

Subsequent to June 30, 2026, DeedFlow took the following steps to address its liquidity needs:

Following completion of this offering, DeedFlow’s primary sources of liquidity are expected to be net proceeds of the offering, together with property sale proceeds and tax lien redemption income generated by its operating business. DeedFlow will require substantial additional capital deployment across multiple, simultaneous acquisition and renovation cycles in order to execute its business plan and to fund the repayment of the Bonds at maturity, and there is no assurance that the net proceeds of this offering, together with DeedFlow’s other capital resources, will be sufficient for that purpose. See “Risk Factors — Risks Relating to Our Financial Condition and Early-Stage Operations — We will need additional capital, and may not be able to raise it on acceptable terms.”

Going Concern

DeedFlow’s independent auditor, Wahl Street Accountancy Corporation, included an emphasis-of-matter paragraph in its audit report on DeedFlow’s financial statements for the period from inception through June 30, 2026, noting that DeedFlow’s status as a development-stage entity that has not yet generated revenue, together with its net loss of $8,775 since inception and its limited working capital as of June 30, 2026, raise substantial doubt about DeedFlow’s ability to continue as a going concern for a reasonable period of time. DeedFlow’s financial statements have been prepared assuming DeedFlow will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty. Management’s plans to address this uncertainty include the bridge financing described above and the completion of this offering; there is no assurance either will be sufficient. See “Index to Financial Statements — Notes to Financial Statements — Note 6, Going Concern” and “Risk Factors.”

Critical Accounting Policies and Estimates

DeedFlow’s financial statements are prepared in accordance with U.S. GAAP applicable to private companies. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. DeedFlow’s significant accounting policies to date include:

DeedFlow expects to adopt additional accounting policies — including with respect to revenue recognition upon closing of property sales, capitalization and amortization of renovation costs, and estimation of the comparable yield and projected payment schedule used for CPDI tax reporting on the Bonds — as its operations develop. See “Index to Financial Statements — Notes to Financial Statements — Note 2, Summary of Significant Accounting Policies.”

Off-Balance Sheet Arrangements

As of the date of this Offering Circular, DeedFlow does not have any off-balance sheet arrangements.

Quantitative and Qualitative Disclosures About Market Risk

DeedFlow is exposed to market risk in the ordinary course of its business, principally interest rate risk (affecting both DeedFlow’s senior property-level financing costs and residential buyer demand) and residential real estate price risk. DeedFlow does not hold or issue financial instruments for trading purposes.

BUSINESS

Overview

DeedFlow, Inc. is a Delaware corporation, incorporated on June 2, 2026, and organized and operated as an active real estate acquisition and management platform, built upon the specialized expertise of a seasoned team of real estate professionals with deep experience across the full spectrum of property acquisition, construction management, and asset disposition. DeedFlow is expressly designed as an operating business — not a passive investment vehicle — and its strategic positioning reflects a deliberate institutional approach to a highly fragmented, government-sourced segment of the U.S. residential real estate market.

The Company’s core strategy centers on the acquisition of residential real estate assets through government-administered tax deed auctions and tax lien sales conducted across the United States. These auctions, held at the county and municipal level in hundreds of jurisdictions nationwide, represent a recurring, government-sourced deal flow that most institutional operators have historically lacked the organizational infrastructure, local knowledge, or technological capability to access at scale. DeedFlow has been built from inception to address precisely this market inefficiency.

DeedFlow’s revenue model is built on two complementary business lines, supported by a third, proprietary technology capability: (i) tax deed fix-and-flip operations, in which DeedFlow acquires residential properties through government-administered tax deed auctions, renovates them, and sells them to end buyers; and (ii) tax lien acquisition and resolution, in which DeedFlow acquires government tax liens and resolves them either through property owner redemption or, in cases of non-redemption, through lien-to-deed conversion and subsequent renovation and disposition. The proprietary technology platform supports both business lines and constitutes a proprietary operational asset of DeedFlow.

Tax Deed Fix-and-Flip Operations

DeedFlow’s primary revenue engine is the acquisition of residential tax deeds at government auction sales. When a property owner fails to pay property taxes, state and local governments may, after applicable notice and redemption periods, convey the delinquent property to a purchaser at public auction by issuance of a tax deed. DeedFlow participates in these auctions through its proprietary technology platform, which applies configurable maximum bid price limits and property-level analysis to identify and prioritize acquisition targets.

The Company targets properties in the acquisition price range of approximately $250,000 to $300,000 per asset — a price band calibrated through market analysis to optimize post-renovation sale potential in DeedFlow’s target geographic markets. Each acquired property is immediately enrolled in DeedFlow’s structured renovation and redevelopment program, which contemplates additional capital investment of approximately $100,000 to $150,000 in construction, rehabilitation, and property improvements. DeedFlow engages licensed third-party contractors to perform renovation work under management supervision.

DeedFlow targets a 6-to-9-month operating cycle from acquisition through closing of each property sale, and the Company’s underwriting model projects an estimated gross profit margin of 30% to 35% on sale. This segment is the foundation of DeedFlow’s operating platform and the primary generator of Royalty Pool revenues available to Bondholders: upon each property sale, DeedFlow deposits into the Royalty Pool an amount equal to 5% of the gross sale price (the “Property Sale Royalty”), calculated on gross proceeds — not net proceeds — ensuring a Royalty Pool contribution on each completed transaction regardless of the net margin achieved on any individual property.

Tax Lien Acquisition and Resolution

DeedFlow’s second revenue stream involves the acquisition of tax liens on residential properties at government lien sales. When a property owner fails to pay property taxes, many states permit government authorities to issue and sell a lien certificate representing the unpaid tax obligation; the purchaser acquires the right to collect the outstanding tax, penalties, and interest from the property owner. DeedFlow acquires these liens at an average acquisition cost of approximately $30,000 per lien.

The economics of this business line are structured around two distinct resolution pathways. In approximately 90% of cases, the property owner redeems the lien within 120 days of acquisition, paying the outstanding lien amount plus applicable statutory interest and penalties — generating a return estimated at approximately 10% on invested capital in a short holding period, a high-velocity, low-risk component of DeedFlow’s revenue model that complements the longer-cycle fix-and-flip operations. The Lien Redemption Royalty — equal to 10% of all interest and penalty income received upon each tax lien redemption by DeedFlow, whether or not the lien was acquired with offering proceeds — is deposited into the Royalty Pool upon each redemption event.

In approximately 10% of cases, the lien is not redeemed within the statutory redemption period. In these instances, DeedFlow exercises its rights under applicable state law to convert the lien to a deed, taking possession of the underlying property. DeedFlow then deploys an additional approximately $150,000 in renovation capital and targets the property for sale at approximately $300,000, generating a Property Sale Royalty contribution to the Royalty Pool upon sale, in addition to a substantial disposition gain contributing to DeedFlow’s operating returns. Lien-to-deed conversion proceedings are subject to legal complexity and timeline variability depending on applicable state law.

Proprietary Technology Platform

DeedFlow is developing a proprietary software platform specifically designed to systematically identify, evaluate, and prioritize acquisition opportunities across the hundreds of tax deed and tax lien auctions conducted by government authorities nationwide each year. The platform is not yet complete, and DeedFlow intends to use a portion of the proceeds of this offering to fund its completion. See “Use of Proceeds” and “Risk Factors — DeedFlow’s proprietary software platform is under development, is not yet complete, and DeedFlow is relying on proceeds of this offering to complete it, with no assurance that it ever will be completed or will perform as intended.” Once completed, the platform is intended to perform multiple functions integral to DeedFlow’s acquisition underwriting: it is intended to identify and calendar government auction dates and locations across multiple jurisdictions; apply configurable maximum bid price limits on a property-by-property basis; perform property-level analysis using aerial and street-level imagery to assess property condition and estimate renovation requirements; and generate granular renovation cost estimates for each potential acquisition opportunity — before DeedFlow commits any capital to the auction process. There is no assurance that the platform will be completed, that it will be completed on the timeline or within the budget anticipated by management, or that it will perform as intended once completed.

Once completed, DeedFlow believes this technology capability will represent a genuine and significant competitive advantage. The U.S. tax deed and lien auction market is deeply fragmented, with the vast majority of participants operating as individual investors or small regional operators without systematic acquisition infrastructure. DeedFlow’s platform, once completed, is intended to enable the Company to survey and underwrite opportunities at a volume and speed that would be operationally impossible through manual processes, while enforcing the pricing and return discipline that protects the Royalty Pool available to Bondholders. Pending completion, DeedFlow conducts acquisition underwriting using manual processes based on years of expertise, which is less efficient than the completed platform is intended to be. The platform is intended for DeedFlow’s internal acquisition operations exclusively and is not currently, nor is it intended to be, licensed to third parties. DeedFlow intends to invest a portion of offering proceeds in completing, and thereafter in continued development and scaling of, the platform, including expansion of jurisdictional coverage, enhancement of cost estimation models, and integration of additional property data sources. See “Use of Proceeds.”

The platform’s intended maximum bid price limits and other underwriting functions, once completed, are designed to enforce disciplined acquisition pricing by preventing DeedFlow from exceeding modeled economics at auction. However, as described in “Risk Factors,” the platform remains under development, its models are based on management assumptions that have not been independently validated, and there is no assurance the platform will be completed, will be completed within the timeframe or budget anticipated by management, or will function as intended once completed.

Market Opportunity and Competitive Positioning

The United States tax deed and tax lien market represents a vast, recurring, and structurally underserved opportunity. Each year, state and local governments across the country conduct hundreds of separately administered tax deed auctions and tax lien sales, generating a continuous pipeline of acquisition opportunities sourced entirely from the government’s own tax collection processes. The supply of these assets is non-cyclical in origin — driven by property tax delinquency rates, a persistent feature of every real estate market in every economic cycle.

Despite the scale and recurrence of this deal flow, the market remains almost entirely fragmented among individual investors and small regional operators. There are effectively no institutionally scaled, technology-enabled platforms operating systematically across multiple states in this segment. DeedFlow is designed to occupy precisely that white space — bringing institutional-grade acquisition discipline, proprietary technology, structured capital, and experienced operational management to a market that has historically been inaccessible to large-scale, organized capital.

DeedFlow’s management team brings direct, hands-on experience across all facets of the business: tax auction participation, title resolution, construction management, regulatory compliance in multiple state jurisdictions, and disposition through both traditional MLS channels and off-market networks. This operational depth, combined with the Company’s technology platform and the disciplined financial structure of the Royalty Revenue Bond offering, positions DeedFlow as a distinctive operator in the residential real estate sector — one that generates returns through active, disciplined operations rather than passive asset accumulation.

Competition

While the tax deed and tax lien auction market remains highly fragmented relative to other segments of the U.S. real estate market, it is nonetheless competitive. Individual investors, local real estate operators, institutional buyers, and an increasing number of other technology-enabled acquisition platforms compete for available properties and liens at government auctions. DeedFlow believes its proprietary technology platform, once completed, and its experienced management team will provide a meaningful competitive advantage in deal sourcing speed and acquisition underwriting discipline, but the platform is not yet complete, and there can be no assurance that it will be completed, that any resulting advantage will be sustained, or that it will not diminish as competitors develop comparable tools. See “Risk Factors.”

Intellectual Property

DeedFlow does not currently own any patents, trademarks, copyrights.

Properties

DeedFlow’s principal executive offices are located at 5263 West, Windsor Ln, Highland, UT 84003. DeedFlow does not currently own any real property for its own corporate use; its portfolio consists of residential tax deed and tax lien assets acquired and held in the ordinary course of its operating business, as described above.

In addition, in July, 2026, DeedFlow completed the acquisition of three properties in South Carolina for an aggregate of $151,769. It intends to rehabilitation of these properties and sell them over the next 6 to 9 months. On or about August 7, 2026, DeedFlow received $[ ] in gross proceeds from [ ] in connection with the refinance of the these three properties to fund their rehabilitation.

Legal Proceedings

We may from time to time be involved in various claims and legal proceedings of a nature we believe are normal and incidental to our business. These matters may include product liability, intellectual property, employment, personal injury, and other general claims. We are not presently a party to any legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

Employees

As of the date of this Offering Circular, DeedFlow has one full-time employee, Megan Shaw (Chief Executive Officer), and one part-time employee, who serves as the Company’s bookkeeper. DeedFlow relies on third-party contractors and service providers, rather than direct employees, to perform renovation and construction work. See “Risk Factors — Risks Relating to Our Business, Management, and Operations — DeedFlow depends on third-party contractors and service providers it does not directly control.”

MANAGEMENT

Directors and Executive Officers

Board Composition and Independence

The Board of Directors currently consists of three members: Megan Shaw, Tom Truong, and Scott Lewis of which Messrs. Truong and Lewis are independent directors.

MANAGEMENT COMPENSATION

DeedFlow was recently incorporated on June 2, 2026 and its fiscal year end is December 31^st. The following table sets forth the compensation payable by DeedFlow to its Chief Executive Officer on an annual basis, under the terms of the Employment Agreement dated July 1, 2026.

Director Compensation

Employment Agreements

On July 1, 2026, DeedFlow, Inc. entered into an employment agreement with Megan Shaw pursuant to which Ms. Shaw serves as the Company’s Chief Executive Officer. Ms. Shaw reports to the Board of Directors and is responsible for duties customarily associated with the CEO role, including fundraising, investor relations, oversight of Company investments, and reporting matters. Under the agreement, Ms. Shaw is entitled to an initial annual base salary of $140,000, which she has agreed to defer during the initial months of employment until the Board determines that the Company has sufficient cash to pay salary and accrued amounts or the Company has raised at least $500,000 in capital. Ms. Shaw also has the right to purchase 1,020,000 shares of the Company’s common stock at par value, of which 255,000 shares are immediately available and 765,000 shares are held in escrow, with 225,000 shares released after each 12 months of service. Shares remaining in escrow upon termination or resignation are subject to repurchase by the Company at the purchase price, except that any shares remaining in escrow will vest and be released upon a change in control or termination without cause. Ms. Shaw is eligible for a discretionary bonus as determined by the Board, up to 20 days of paid time off, reimbursement of reasonable business expenses, and participation in Company benefit plans generally available to similarly situated employees. If the Company terminates Ms. Shaw’s employment other than for cause, death, or permanent disability, she is entitled to severance equal to three months of base salary, subject to execution of a general release and return of Company property.

Equity Incentive Plan

DeedFlow has not yet adopted any equity incentive plans.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The following is a description of transactions to which DeedFlow has been a party and in which any director, officer, holder of more than 5% of any class of DeedFlow’s voting securities, or any member of the immediate family of any of the foregoing had or has a direct or indirect material interest. DeedFlow believes that each of the transactions described below was entered into on terms no less favorable to DeedFlow than those that could have been obtained from unaffiliated third parties.

Founder Common Stock Issuances. In connection with DeedFlow’s formation and initial capitalization, the Company issued shares of Common Stock to its founders and directors as follows: Megan Shaw (Chief Executive Officer and Director) — 1,020,000 shares; Tom Truong (Director) — 200,000 shares; and Scott Lewis (Director) — 200,000 shares, in each case out of 2,000,000 shares of Common Stock authorized.

On June 3, 2026, DeedFlow, Inc. entered into Common Stock Purchase Agreements with Megan Shaw, Scott Lewis, and Tom Truong. Pursuant to these agreements, Ms. Shaw purchased 1,020,000 shares of common stock at $0.01 per share for an aggregate purchase price of $10,200, and Mr. Lewis and Mr. Truong each purchased 200,000 shares of common stock at $0.01 per share for an aggregate purchase price of $2,000. A portion of each purchaser’s shares is subject to the Company’s repurchase option at the original purchase price upon termination of the purchaser’s continuous service status: 765,000 shares for Ms. Shaw and 150,000 shares for each of Mr. Lewis and Mr. Truong. The shares subject to the repurchase option are released in three equal annual installments on the first, second, and third anniversaries of the purchase date, subject to continued service. Upon a change of control, the Company’s repurchase option lapses as to 100% of the then-unvested shares immediately prior to consummation of the transaction. The shares are subject to transfer restrictions, including Company approval rights, a right of first refusal, restrictive legends, stop-transfer provisions, and a 180-day lock-up obligation in connection with an initial public offering if requested by the Company or underwriters.

Executive Compensation. Megan Shaw, as Chief Executive Officer, receives an annual base salary of $140,000 under the terms of an Employment Agreement dated June . See “Management Compensation.”

Chief Executive Officer Bridge Loan. In connection with DeedFlow’s bridge financing program described under “Management’s Discussion and Analysis — Liquidity and Capital Resources,” the Company’s founder and Chief Executive Officer, Megan Shaw, has loaned the Company an aggregate of $89,800 pursuant to a Convertible Promissory Note dated July 2, 2026 (the “CEO Bridge Note”). This amount includes $29,800 that Ms. Shaw had previously advanced to DeedFlow prior to the execution of a formal note (and which was reflected as a note payable on DeedFlow’s balance sheet as of June 30, 2026), together with an additional $60,000 advanced upon execution of the CEO Bridge Note on July 2, 2026.

The CEO Bridge Note was issued on the same terms as those offered to DeedFlow’s unaffiliated third-party Bridge Note investors under the same bridge financing program — including, for example, the $100,000 Bridge Note issued to Billy Beach Capital on or about July 6, 2026. The material terms of the CEO Bridge Note, which are identical to the terms offered to those third-party investors, are as follows:

Because Ms. Shaw is DeedFlow’s founder, Chief Executive Officer, and a director, the CEO Bridge Note is a related-party transaction. The Board of Directors believes the CEO Bridge Note was entered into on terms no less favorable to DeedFlow than those available from unaffiliated third parties, based on the fact that its terms are identical to those extended to DeedFlow’s arm’s-length Bridge Note investors under the same program. See “Index to Financial Statements — Notes to Financial Statements — Note 3, Note Payable, and Note 7, Subsequent Events” for the auditor’s disclosure of this note, and “Management’s Discussion and Analysis — Liquidity and Capital Resources.”

All future related party transactions will be reviewed and approved by the independent members of the Board of Directors (or, in the absence of independent directors, by a majority of the disinterested directors) on terms no less favorable to DeedFlow than those available from unaffiliated third parties.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS

The following table sets forth the beneficial ownership of DeedFlow’s Common Stock as of the date of this Offering Circular for each director and executive officer, and for each other person known to DeedFlow to beneficially own 5% or more of DeedFlow’s outstanding Common Stock. As of the date of this Offering Circular, DeedFlow has 1,420,000 shares of Common Stock issued and outstanding, out of 2,000,000 shares authorized.

(1) Based on 1,420,000 shares of Common Stock issued and outstanding as of the date of this Offering Circular. Percentages do not reflect the 580,000 shares of Common Stock that remain authorized but unissued, or any shares that may be issued under a future equity incentive plan. Certain of the shares reflected above remain subject to vesting and Company repurchase rights. See “Certain Relationships and Related Party Transactions — Vesting and Repurchase Rights.”

(2) Ms. Shaw’s 1,020,000 shares of Common Stock were purchased under the terms of a Common Stock Purchase Agreement dated June 3, 2026. Her business address is c/o DeedFlow, Inc., 5263 West, Windsor Ln, Highland, UT 84003.

(3) Mr. Truong’s 200,000 shares of Common Stock were purchased under the terms of the Common Stock Purchase Agreement dated June 3, 2026. His business address is c/o DeedFlow, Inc., 5263 West, Windsor Ln, Highland, UT 84003.

(4) Mr. Lewis’ 200,000 shares of Common Stock were purchased under the terms of the Common Stock Purchase Agreement dated June 3, 2026. His business address is c/o DeedFlow, Inc., 5263 West, Windsor Ln, Highland, UT 84003.

DESCRIPTION OF SECURITIES

Royalty Revenue Bonds, Series 2026 — Summary of Terms

The following is a summary of the material terms of the Royalty Revenue Bonds, Series 2026 (the “Bonds”). This summary is qualified in its entirety by reference to the definitive Bond Indenture to be filed as an exhibit to the Offering Statement.

Tokenized Issuance and Form of the Bonds

Digital Token Structure. Subject to the operative transfer agent, tokenization, and other governing agreements and exhibits, each Bond is expected to be issued in the form of a digital token (a “Token”) that represents the underlying $10.00 par Bond. DeedFlow has engaged T7X Equity, Inc., an SEC-registered transfer agent, to serve as the official record-keeper for the offering. Investors do not purchase or hold “cryptocurrency” — the Tokens are the digital representation of a registered debt security and are not, and should not be confused with, Bitcoin, Ether, stablecoins, or other unregistered digital assets.

Custody. All Tokens will be held by T7X Equity, Inc. in a single omnibus wallet under its exclusive custody and control (the “Omnibus Wallet”). Investors will not receive or custody any blockchain wallet or private keys with respect to any Token merely by purchasing Bonds or accessing any investor portal.

Compliance and Transfer Restrictions. Subject to the operative agreements and exhibits, T7X Equity, Inc. uses a permissioned ERC-20 Standard, leveraging ERC-725 and ERC-734 for compliance management, to program compliance-related transfer restrictions — including KYC, AML, sanctions, investor-eligibility, jurisdiction-specific restrictions, and role-based access — directly into the Token’s smart contract.

Choice of Blockchain. DeedFlow has elected to issue the Tokens using the Trusted Smart Chain, a permissioned partition operating within an otherwise public, permissionless blockchain network. DeedFlow reserves the right to change or migrate the designated blockchain network upon notice to Bondholders. See “Plan of Distribution — Use of Blockchain” for a complete description of the tokenization mechanics, and “Risk Factors — Risks Related to Tokenization and Blockchain” for a discussion of the risks specific to this structure.

DESCRIPTION OF CAPITAL STOCK

The following is a description of the material terms of DeedFlow’s capital stock. This summary does not purport to be complete and is qualified in its entirety by reference to DeedFlow’s Certificate of Incorporation and Bylaws, copies of which will be filed as exhibits to the Offering Statement.

Authorized Capital Stock

DeedFlow’s Certificate of Incorporation authorizes the issuance of 2,000,000 shares of Common Stock, par value $0.01 per share, and 2,000,000 shares of Preferred Stock, par value $0.01 per share. The Board of Directors has the authority to designate the rights, preferences, and privileges of any series of Preferred Stock without any further vote or action by DeedFlow’s stockholders (i.e., “blank check” preferred stock). See “Index to Financial Statements — Notes to Financial Statements — Note 4, Stockholders’ Equity.”

As of the date of this Offering Circular, 1,420,000 shares of Common Stock are issued and outstanding, and no shares of Preferred Stock are issued or outstanding.

DeedFlow has no current plans to issue any shares of Preferred Stock. See “Security Ownership of Management and Certain Security Holders” and “Risk Factors — Our Board of Directors can issue “blank check” preferred stock without further stockholder approval, which could adversely affect holders of our Common Stock and, indirectly, our capital structure.”

Common Stock

Voting Rights. Each share of Common Stock is entitled to one vote on all matters submitted to a vote of stockholders. As of the date of this Offering Circular, Common Stock is the only class of DeedFlow’s capital stock issued and outstanding. There are no cumulative voting rights, and no special voting rights, agreements, or arrangements applicable to any holder of Common Stock. As described under “— Authorized Capital Stock” above, DeedFlow’s Board of Directors may in the future designate and issue one or more series of Preferred Stock with voting rights that differ from, and could dilute or otherwise adversely affect, the voting rights of Common Stock.

Dividends. Holders of Common Stock are entitled to receive dividends when, as, and if declared by DeedFlow’s Board of Directors out of funds legally available therefor, subject to the negative covenant in the Bond Indenture restricting equity distributions while any Accrued Shortfall remains outstanding. See “Description of Securities.”

Liquidation. In any liquidation, dissolution, or winding-up of DeedFlow, the assets of the Company available for distribution after satisfaction of all obligations to creditors (including the Bonds) shall be distributed among the holders of Common Stock pro rata based on the number of shares held, subject to the prior rights of any series of Preferred Stock that the Board of Directors may in the future designate and issue. See “— Authorized Capital Stock” above and “Risk Factors.”

No Preemptive Rights. Holders of Common Stock have no preemptive, conversion, or other subscription rights.

Existing Indebtedness

As of August 7, 2026, DeedFlow had $189,800 in aggregate principal amount of convertible promissory notes (“Bridge Notes”) outstanding, issued under a bridge financing program authorized by the Board of Directors on July 2, 2026 for up to $1,000,000 in aggregate principal amount. The outstanding Bridge Notes consist of: (i) an $89,800 note held by DeedFlow’s founder and Chief Executive Officer, Megan Shaw, issued July 2, 2026; and (ii) a $100,000 note held by Billy Beach Capital, a non affiliate third party, issued on or about July 6, 2026. Both notes carry identical terms: simple interest of 10% per annum, an additional bridge fee of 10% of principal, a one-year maturity from issuance, unsecured status ranking senior to all other unsecured indebtedness of DeedFlow (including the Bonds offered hereby) and pari passu with each other, the right of the holder to convert outstanding amounts into DeedFlow’s Regulation A securities (i.e., the Bonds) at the offering price, and a mandatory prepayment offer to all Bridge Note holders, ratably, upon the closing of a Qualified Financing (gross proceeds of at least $3,000,000 from an equity raise on the same terms).

DeedFlow may issue additional Bridge Notes under this program, up to the $1,000,000 authorized limit, prior to the completion of this offering. See “Certain Relationships and Related Party Transactions — Chief Executive Officer Bridge Loan,” “Use of Proceeds— Bridge Loan Repayment,” “Risk Factors,” and “Index to Financial Statements — Notes to Financial Statements — Note 3, Note Payable, and Note 7, Subsequent Events.”

On or about August 7, 2026, DeedFlow received $330,000 in gross proceeds from C&H Capital, LLC, a non-affiliate lender, in connection with the refinance of the three properties in South Carolina to fund the rehabilitation of those properties, under three promissory notes secured by mortgages or deeds of trust on real property located in Lancaster, South Carolina. The notes are dated July 28, 2026 and state a one-year term. The notes bear interest at 11.0% per annum, calculated daily on a 360-day year, and may be prepaid at any time without premium or penalty. The notes are secured by deeds of trust and assignments of rents on the related properties. The notes provide for acceleration upon default, late charges on delinquent payments, and default interest at 15.0% per annum, subject to applicable law.

MATERIAL U.S. FEDERAL TAX CONSIDERATIONS

The following is a summary of certain material U.S. federal income tax considerations relevant to the purchase, ownership, and disposition of the Bonds. This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations, IRS rulings and procedures, and judicial decisions, all as in effect as of the date of this Offering Circular and all of which are subject to change (possibly with retroactive effect). This summary does not address all aspects of U.S. federal income taxation that may be relevant to any particular investor. INVESTORS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND FOREIGN TAX CONSEQUENCES OF PURCHASING, OWNING, AND DISPOSING OF BONDS IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES.

CPDI Treatment — Contingent Payment Debt Instruments

DeedFlow intends to treat the Bonds as Contingent Payment Debt Instruments (“CPDIs”) under Treasury Regulation Section 1.1275-4. Closings in this offering are conditioned on DeedFlow’s receipt, before closing, of a formal tax opinion from counsel supporting the intended CPDI treatment, unless counsel determines that different disclosure or treatment is required. At or prior to the Date of Issuance, DeedFlow will establish a “comparable yield” — representing the yield at which DeedFlow would issue fixed-rate, non-contingent debt with similar terms in an arm’s-length transaction — and a “projected payment schedule” setting forth the projected amounts and dates of all payments on the Bonds (both fixed and contingent), consistent with the comparable yield. These will be disclosed to Bondholders at issuance.

OID Accrual — Phantom Income Risk

Under CPDI treatment, each Bondholder is required to accrue original issue discount (“OID”) on the Bonds based on the projected payment schedule at the comparable yield rate — regardless of the actual cash payments received in any period. This may result in a Bondholder being required to include taxable OID income in excess of actual cash distributions received from the Royalty Pool during periods in which the Royalty Pool is insufficient. See “Risk Factors— Risks Relating to Tax and Securities Regulation.”

Adjustment Rules

To the extent actual payments received on the Bonds in any period exceed the projected payments on the schedule, the excess is treated as additional ordinary income in the year received. To the extent actual payments are less than projected, a “negative adjustment” reduces OID accruals — first reducing OID, then generating an ordinary loss to the extent of prior OID inclusions, with any further excess treated as a capital loss.

Gain and Loss on Sale or Redemption

Upon sale, redemption, or retirement of a Bond, any gain is ordinary income to the extent of prior OID accruals, with any additional gain constituting capital gain. Any loss is ordinary to the extent of prior OID accruals, with excess loss treated as capital loss. This treatment is generally less favorable to investors than the capital gain treatment available on equity instruments.

Issuer Reporting Obligations

DeedFlow will provide the projected payment schedule and comparable yield to each Bondholder at issuance and will provide annual OID accrual information sufficient to allow Bondholders to properly report OID on their federal income tax returns, including Form 1099-OID.

Recharacterization Risk

There is a risk that the IRS may challenge the CPDI classification of the Bonds or the comparable yield established by DeedFlow. If the IRS were to successfully recharacterize the Bonds — for example, as equity interests rather than debt — the tax consequences to both DeedFlow and Bondholders could differ materially from those described above, including potential loss of DeedFlow’s interest deductions and different income characterization for Bondholders. A formal tax opinion addressing the CPDI classification will be obtained from qualified tax counsel and will be included as an exhibit to the Offering Statement.

Non-U.S. Holders

The tax treatment of the Bonds for non-U.S. holders is complex and depends on many factors, including applicable tax treaties. Non-U.S. holders are urged to consult their own tax advisors.

ERISA AND RELATED CONSIDERATIONS

The following is a general summary of certain considerations under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), and similar federal, state, local, non-U.S. or other laws that may apply to the investment of assets of employee benefit plans, individual retirement accounts and other retirement arrangements in the Bonds. This summary is not intended to be, and should not be construed as, legal, tax, investment or fiduciary advice. Each prospective investor that is, or is investing assets of, an employee benefit plan, individual retirement account, Keogh plan, governmental plan, church plan, foreign plan or other plan or arrangement subject to ERISA, Section 4975 of the Code or any Similar Law should consult its own legal, tax and fiduciary advisers before purchasing the Bonds.

ERISA imposes fiduciary duties and prohibited transaction restrictions on fiduciaries of employee benefit plans subject to Title I of ERISA. Section 4975 of the Code imposes excise taxes on certain prohibited transactions involving plans, individual retirement accounts and other arrangements subject to Section 4975 of the Code. In general, these rules prohibit certain transactions involving plan assets and persons who are parties in interest or disqualified persons with respect to such plans or arrangements.

The Company intends to treat the Bonds as indebtedness under applicable law and as not having substantial equity features. Accordingly, the Company intends that the Bonds should not be treated as “equity interests” for purposes of the Department of Labor’s plan asset regulation and that the Company’s underlying assets should not be treated as “plan assets” of any benefit plan investor solely by reason of such investor’s acquisition or holding of the Bonds. However, no assurance can be given that the Department of Labor, the Internal Revenue Service or any court would agree with that conclusion.

A fiduciary of a plan or arrangement considering an investment in the Bonds should determine, among other things, whether the investment is prudent and diversified, whether the investment is permitted under the governing plan documents, whether the investment is appropriate in light of the plan’s liquidity needs and funding objectives, whether the valuation and limited liquidity characteristics of the Bonds are appropriate for the plan, and whether the acquisition, holding or disposition of the Bonds would result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code or a violation of any applicable Similar Law.

The Company, the Transfer Agent, the Payment Agent, the Trustee, and their respective affiliates do not undertake to provide impartial investment advice or to give advice in a fiduciary capacity in connection with any plan’s or arrangement’s purchase of the Bonds. No such person is acting as a fiduciary under ERISA, Section 4975 of the Code or any Similar Law with respect to any prospective investor’s decision to purchase, hold or dispose of the Bonds.

By purchasing the Bonds, each investor that is, or is investing assets of, a plan, individual retirement account or other arrangement subject to ERISA, Section 4975 of the Code or any Similar Law will be deemed to represent that: (i) its acquisition, holding and disposition of the Bonds will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code or a violation of any applicable Similar Law; (ii) the decision to invest in the Bonds was made by a fiduciary or other authorized person who is independent of the Company, the Transfer Agent, the Payment Agent, the Trustee and their respective affiliates; (iii) none of the Company, the Transfer Agent, the Payment Agent, the Trustee or their respective affiliates has provided investment advice or acted as a fiduciary with respect to such decision; and (iv) the investor has consulted, to the extent it deems necessary, its own legal, tax, investment and fiduciary advisers.

The Company reserves the right to reject any subscription or transfer if the Company, the Transfer Agent or the Trustee determines that the purchase or transfer could give rise to a prohibited transaction, cause the assets of the Company to be treated as plan assets of a benefit plan investor, or otherwise result in a violation of ERISA, Section 4975 of the Code or any applicable Similar Law.

EXPERTS

The financial statements of DeedFlow, Inc. for the period from inception (June 3, 2026) through June 30, 2026 included in this Offering Circular have been audited by Wahl Street Accountancy Corporation, independent accounting firm, as stated in their report included herein. We have included such financial statements in reliance upon the report of such accounting firm, given on its authority as an expert in accounting and auditing.

LEGAL MATTERS

Capital Markets Law Group, LLP, , will issue to DeedFlow, Inc. its opinion on the legality of the Royalty Revenue Bonds offered hereby. A copy of their opinion will be filed as an exhibit to the Offering Statement. Capital Markets Law Group, LLP has consented to the references in this Offering Circular to their opinion.

WHERE YOU CAN FIND MORE INFORMATION

DeedFlow, Inc. has filed, or will file, an Offering Statement on Form 1-A with the Securities and Exchange Commission in connection with this offering. The Offering Statement, including all exhibits and any amendments or supplements thereto, is available to the public through the SEC’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) database, accessible at www.sec.gov. This Offering Circular does not contain all of the information in the Offering Statement and its exhibits. Prospective investors are encouraged to review the complete Offering Statement, including all exhibits, prior to making an investment decision.

After qualification of the Offering Statement, DeedFlow will file annual reports (Form 1-K), semi-annual reports (Form 1-SA), and current event reports (Form 1-U) with the SEC pursuant to Rule 257 of Regulation A. These reports and other information filed by DeedFlow with the SEC will be available at www.sec.gov and on DeedFlow’s website at www.deedflow.co. Copies of the Offering Statement and any amendments may also be obtained, without charge, by contacting DeedFlow, Inc. at invest@deedflow.co or 801-703-1550.

PART III — EXHIBITS

Index to Exhibits

* indicates filed herewith.

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Highland, Utah on August 14, 2026.

DeedFlow, Inc.

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

ACKNOWLEDGEMENT ADOPTING TYPED SIGNATURES

The undersigned hereby authenticate, acknowledge and otherwise adopt the typed signatures above and as otherwise appear in this filing and offering.

INDEX TO FINANCIAL STATEMENTS

DEEDFLOW, INC.

Financial Statements

From Inception (June 3, 2026) through to June 30, 2026

CONTENTS

INDEPENDENT AUDITOR’S REPORT

To the Board of Directors and Stockholders of

DeedFlow, Inc.

Opinion

We have audited the accompanying financial statements of DeedFlow, Inc. (the “Company”), which comprise the balance sheet as of June 30, 2026, and the related statements of operations, statements of changes in stockholders’ equity, and cash flows for the period from June 3, 2026 (inception) to June 30, 2026. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2026, and the results of its operations and its cash flows for the period from June 3, 2026 (inception) to June 30, 2026, in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

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

Emphasis of Matter – Going Concern

As discussed in Notes 6 and 7 to the financial statements, DeedFlow, Inc. is a development-stage entity that has not yet generated revenue, has incurred a net loss of $8,775 since its inception on June 3, 2026, and had cash of $31,225 and a current note payable of $29,800 as of June 30, 2026. These conditions, along with the Company’s limited operating history, raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters, including additional financing activities and asset acquisitions occurring subsequent to June 30, 2026, are also described in Note 7. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

Responsibilities of Management for the Financial Statements

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

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

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

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

Wahl Street Accountancy Corporation

We have served as the Company’s auditor since 2026.

Irvine, California

August 14, 2026

DEEDFLOW, INC.

BALANCE SHEET

 

		June 30, 2026
ASSETS
Current Assets:
Cash		$	31,225
Total current assets			31,225
Total Assets		$	31,225
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses		$	–
Note payable			29,800
Total Current Liabilities			29,800
Stockholders' Equity:
Preferred Stock, par value $0.01, authorized 2,000,000 and zero issued and outstanding as of June 30, 2026.			–
Common stock, $0.01 par value, authorized 2,000,000, 1,420,000 shares issued and outstanding at June 30, 2026 .			14,200
Subscription receivable			(4,000	)
Additional paid-in capital			–
Accumulated deficit			(8,775	)
Total Stockholders' Equity			1,425
Total Liabilities and Stockholders' Equity		$	31,225

The accompanying notes are an integral part of these financial statements.

DEEDFLOW, INC.

STATEMENTS OF OPERATIONS

 

		From inception (June 3, 2026) through to the period ended
		June 30, 2026
Revenues		$	–
Cost of revenues			–
Gross profit			–
Operating expenses			8,775
Loss from operations and before
income taxes			(8,775	)
Income tax expense			–
Net loss		$	(8,775	)
Basic and diluted - loss per common share		$	(0.01	)
Basic and diluted - weighted average common shares outstanding			1,420,000

The accompanying notes are an integral part of these financial statements.

DEEDFLOW, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

From Inception (June 3, 2026) through to June 30, 2026

The accompanying notes are an integral part of these financial statements.

DEEDFLOW, INC.

STATEMENTS OF CASH FLOWS

The accompanying notes are an integral part of these financial statements.

DEEDFLOW, INC.

Notes to Financial Statements

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

DeedFlow, Inc. (the “Company”) is a Delaware corporation that was incorporated on June 3, 2026 (inception). The Company is in the development stage of its business life cycle. The Company’s planned principal operations involve the acquisition and management of real estate-related assets, including tax liens and distressed properties. Its principal business activities are expected to involve real estate-related investments, including property acquisition, rehabilitation, and related financing or deed/title flow activities (as evidenced by early-stage asset evaluations in South Carolina and Louisiana).

As of June 30, 2026, the Company had not yet commenced meaningful revenue-generating operations and has incurred only organizational, legal, accounting, and other startup costs. The Company’s fiscal year end is December 31.

The Company maintains its principal executive offices in the United States (specific location to be determined as operations scale).

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) applicable to private companies.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Significant estimates include the valuation of subscription receivables and the assessment of going concern.

Nature of Operations and Risks and Uncertainties

DeedFlow, Inc. is a development-stage company that has not yet commenced its planned principal operations or generated any revenue. The Company’s business plan is to acquire, rehabilitate, and sell distressed real estate assets, with a primary focus on fix-and-flip opportunities. The Company also intends to selectively invest in tax liens and, to a lesser extent, hard-money lending opportunities.

As of June 30, 2026, the Company had limited cash resources and was dependent on additional equity and debt financing to execute its business plan. The Company’s ability to successfully implement its strategy is subject to significant risks and uncertainties, including, but not limited to, the following:

· Development Stage and Capital Needs: The Company has incurred losses since inception and will require substantial additional capital to fund property acquisitions, rehabilitation costs, and operating expenses. There can be no assurance that the Company will be able to raise the necessary funds on acceptable terms, or at all.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Nature of Operations and Risks and Uncertainties (Continued)

· Real Estate Investment Risks: The Company’s operations will be concentrated in the acquisition and rehabilitation of real estate. These activities are subject to risks inherent in the real estate industry, including changes in local and national economic conditions, interest rates, property values, construction costs, contractor performance, and the ability to sell rehabilitated properties at expected prices and within expected timeframes.

· Execution and Operational Risks: The Company intends to engage regional market managers and contractors to source and manage projects. The success of the business plan depends on the Company’s ability to identify, attract, and retain qualified personnel and contractors, and to effectively oversee project execution, including construction timelines, costs, and quality.

· Capital Allocation and Concentration: The Company plans to allocate the majority of invested capital to fix-and-flip projects, with a smaller portion allocated to tax liens and passive lending activities. This strategy concentrates risk in real estate development and rehabilitation activities.

· Related Party Transactions: The Company has entered into, and may continue to enter into, significant transactions with its founder and Chief Executive Officer, including equity issuances, employment arrangements, and debt financing.

· Going Concern: As discussed in Note 6, these factors, combined with the Company’s limited operating history, raise substantial doubt about its ability to continue as a going concern.

The Company’s future results will depend on its ability to successfully execute its business plan, manage these risks, and obtain additional financing as needed.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company had no cash equivalents as of June 30, 2026. Cash is maintained in bank accounts that may, at times, exceed FDIC-insured limits. The Company has not experienced any losses in these accounts.

Income Taxes

The Company accounts for income taxes under the asset and liability method (ASC 740). Deferred tax assets and liabilities are recognized for temporary differences between the financial reporting and tax bases of assets and liabilities. A valuation allowance is established when it is more likely than not that some or all of the deferred tax assets will not be realized.

The Company has incurred a net operating loss since inception and has recorded a full valuation allowance against any potential deferred tax assets. No current or deferred income tax expense or benefit has been recognized for the period ended June 30, 2026. The Company is subject to U.S. federal and state income taxes.

Stock Issuance and Subscription Receivable

Common stock issued for cash or subscription agreements is recorded at par value with the excess credited to additional paid-in capital (or as a reduction for subscription receivables). Subscription receivables are presented as a contra-equity account (deduction from stockholders’ equity) until collected.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Organizational and Startup Costs

Costs incurred in connection with the organization of the Company (legal, accounting, filing fees, etc.) are expensed as incurred in accordance with U.S. GAAP.

Recently Issued Accounting Standards

The Company has evaluated all recently issued Accounting Standards Updates (ASUs) and does not expect any to have a material impact on its financial statements at this early stage.

NOTE 3 – NOTE PAYABLE

As of June 30, 2026, the Company had an outstanding note payable of $29,800 to its founder and Chief Executive Officer, Megan Shaw. This amount represents funds advanced prior to the execution of a formal promissory note agreement.

On July 2, 2026 (subsequent to the balance sheet date), the Company executed a Convertible Promissory Note in the principal amount of $89,800 with Ms. Shaw (see Note 7 – Subsequent Events). The note bears simple interest at 10% per annum on the unpaid principal balance from the issuance date of July 2, 2026, until paid or converted. In addition, the note includes a bridge fee equal to 10% of the principal amount ($8,980), payable regardless of the timing of repayment or conversion.

The note matures on July 2, 2027. It is unsecured but ranks senior to all other unsecured indebtedness of the Company and pari passu with any future debt instruments having similar terms. The holder has the right to convert all or any portion of the outstanding amounts (principal, accrued interest, and bridge fee) into the Company’s Regulation A securities at the price per unit offered in the Company’s anticipated Regulation A offering. If no such securities are issued, the note is repayable in cash only.

Upon the closing of a Qualified Financing (defined as gross proceeds of at least $3,000,000 from equity raises on the same terms), the Company is required to offer to prepay the outstanding amounts ratably with holders of any pari passu notes.

No interest or bridge fee was accrued as of June 30, 2026, as the formal note agreement was executed and the remaining funds were received on July 2, 2026.

NOTE 4 – STOCKHOLDERS’ EQUITY

Authorized Capital

The Company is authorized to issue:

 
· 2,000,000 shares of common stock, par value $0.01 per share.

· 2,000,000 shares of preferred stock, par value $0.01 per share.

The Board of Directors has the authority to designate the rights, preferences, and privileges of any preferred stock series.

NOTE 4 – STOCKHOLDERS’ EQUITY (CONTINUED)

Issued and Outstanding

As of June 30, 2026:

· 1,420,000 shares of common stock were issued and outstanding.

· Common stock (par value) recorded: $14,200.

· Subscription receivable (contra-equity): ($4,000).

The Board approved the issuance of founder stock at $0.01 per share to the Company’s founders. During the period, the Company issued common stock to founders and early investors in exchange for cash and subscription agreements. Net cash proceeds from equity issuances were $10,200.

NOTE 5 – RELATED PARTY TRANSACTIONS

The Company has engaged in transactions with related parties, primarily its founder and Chief Executive Officer, Megan Shaw, and other early investors:

· Issuance of common stock and subscription agreements to founders.

· A promissory note of $29,800 (see Note 3), which may involve related-party elements.

· The $4,000 subscription receivable is due from related parties (founders).

· In July 2026, the Board of Directors approved a Non-Employee Director Compensation Policy. Under the policy, eligible non-employee directors are entitled to purchase 200,000 shares of common stock at fair market value, subject to a four-year vesting schedule. Additionally, annual cash compensation for eligible directors accrues and becomes payable only upon the Board’s determination that the Company has adequate capital or upon completion of a capital raising transaction with net proceeds of at least $300,000.

· Effective July 1, 2026, the Board approved an employment agreement with the Company’s Chief Executive Officer, Megan Shaw. Under the agreement, base salary of $140,000 is deferred until the Company achieves positive cash flow or the Company has raised at least $500,000 in capital. Pursuant to her employment arrangement, the Company’s Chief Executive Officer was granted the right to purchase 1,020,000 shares of common stock at par value ($0.01 per share). 255,000 shares were immediately available, with the remaining 765,000 shares subject to time-based release from escrow (225,000 shares per year of service). Shares remaining in escrow upon termination are subject to repurchase by the Company at the original purchase price.

These transactions were conducted on terms believed to be consistent with arm’s-length arrangements. Management believes all related-party balances are appropriately disclosed and recorded.

NOTE 6 – GOING CONCERN

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As a development-stage entity, the Company has generated no revenue and has incurred a net loss of $8,775 since inception. As of June 30, 2026, the Company had cash of $31,225 against a current note payable of $29,800, resulting in limited working capital.

NOTE 6 – GOING CONCERN (CONTINUED)

These conditions raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date the financial statements are issued.

Management plans to address this through additional equity and/or debt financings (including the bridge note issued subsequent to period-end). The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 7 – SUBSEQUENT EVENTS

Management has evaluated subsequent events through August 14, 2026, the date the financial statements were available to be issued.

The following are nonrecognized subsequent events that occurred after the June 30, 2026 balance sheet date. These events relate to conditions that did not exist as of June 30, 2026, and therefore no adjustments have been made to the financial statements as of and for the period then ended.

These subsequent events are nonrecognized under ASC 855 because they arose after the balance sheet date. The Company continues to pursue its business plan, including further capital raises and real estate-related investments. No other material subsequent events requiring disclosure or adjustment were identified through the evaluation date.

Exhibit 2.1

CERTIFICATE OF INCORPORATION

OF

Deedflow Inc.

FIRST: The name of the corporation is: Deedflow Inc. (the “Corporation”).

SECOND: The Corporation’s registered office in the State of Delaware is located at 16192 Coastal Highway, Lewes, Delaware 19958, County of Sussex. The registered agent in charge thereof is Harvard Business Services, Inc.

THIRD: The purpose of the Corporation is to engage in any lawful activity for which corporations may be organized under the Delaware General Corporation Law (the “DGCL”).

FOURTH: The Corporation is authorized to issue a total number of common shares of 2,000,000 shares having a par value of $0.01 per share. The Corporation is also authorized to issue a total number of preferred shares of 2,000,000 having a par value of $0.01 per share. The board of directors (the “Board”) is hereby expressly authorized to provide, out of the unissued shares of preferred stock, for one or more series of preferred stock and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting powers, if any, of the shares of such series, and the preferences and relative, participating, optional, or other special rights, if any, and any qualifications, limitations, or restrictions thereof, of the shares of such series. The powers, preferences and relative, participating, optional and other special rights of each series of preferred stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.

FIFTH: The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors (the “Board”), and the directors comprising the Board (the “Directors”) need not be elected by written ballot. The number of Directors on the Board shall be set by a resolution of the Board.

SIXTH: The Corporation shall exist perpetually unless otherwise decided by a majority of the Board.

SEVENTH: In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board is authorized to amend or repeal the bylaws.

EIGHTH: The Corporation reserves the right to amend or repeal any provision in this Certificate of Incorporation in the manner prescribed by the laws of the State of Delaware.

NINTH: The incorporator is Harvard Business Services, Inc., the mailing address of which is 16192 Coastal Highway, Lewes, DE 19958.

TENTH: To the fullest extent permitted by the DGCL, a Director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director. No amendment to, modification of, or repeal of this item Tenth shall apply to or have any effect on the liability of a Director for or with respect to any acts or omissions of such Director occurring prior to such amendment. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of Directors, then this Certificate should be read to eliminate or limit the liability of a Director of the Corporation to the fullest extent permitted by the DGCL, as so amended.

I, the undersigned, for the purpose of forming a corporation under the laws of the State of Delaware do make and file this certificate, and do certify that the facts herein stated are true; and have accordingly signed below.

Exhibit 2.2

BYLAWS

OF

DEEDFLOW, Inc.

 
CORPORATE OFFICES

REGISTERED OFFICE.

The registered office of DeedFlow, Inc. shall be as designated by the corporation’s board of directors (“Board”) as maybe determined from time to time or as set forth in its certificate of incorporation (“Certificate”).

OTHER OFFICES.

The corporation’s Board of Directors (the “Board”) may at any time establish other offices at any place or places where the corporation is qualified to do business.

MEETINGS OF STOCKHOLDERS

PLACE OF MEETINGS.

Meetings of stockholders shall be held at any place within or outside the State of Delaware as designated by the Board. The Board may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the Delaware General Corporation Law (the “DGCL”). In the absence of any such designation or determination, stockholders’ meetings shall be held at the corporation’s principal executive office.

ANNUAL MEETING.

The annual meeting of stockholders shall be held each year on a date and at a time designated by the Board. At the annual meeting, directors shall be elected and any other proper business may be transacted.

SPECIAL MEETING.

Unless otherwise required by law or the Certificate, special meetings of the stockholders may be called at any time, for any purpose or purposes, only by (i) the Board, (ii) the Chairman of the Board, (iii) the chief executive officer (or, in the absence of a chief executive officer, the president) of the corporation, or (iv) holders of more than twenty percent (20%) of the total voting power of the outstanding shares of capital stock of the corporation then entitled to vote.

If any person(s) other than the Board calls a special meeting, the request shall:

be in writing;

specify the general nature of the business proposed to be transacted; and

be delivered personally or sent by registered mail or by facsimile transmission to the secretary of the corporation.

Upon receipt of such a request, the Board shall determine the date, time and place of such special meeting, which must be scheduled to be held on a date that is within ninety (90) days of receipt by the secretary of the request therefor, and the secretary of the corporation shall prepare a proper notice thereof. No business may be transacted at such special meeting other than the business specified in the notice to stockholders of such meeting.

NOTICE OF STOCKHOLDERS’ MEETINGS.

All notices of meetings of stockholders shall be sent or otherwise given in accordance with either Section 2.5 or Section 8.1 of these bylaws not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting, except as otherwise required by applicable law. The notice shall specify the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Any previously scheduled meeting of stockholders may be postponed, and, unless the Certificate provides otherwise, any special meeting of the stockholders may be cancelled by resolution duly adopted by a majority of the Board members then in office upon public notice given prior to the date previously scheduled for such meeting of stockholders.

Whenever notice is required to be given, under the DGCL, the Certificate or these bylaws, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the corporation is such as to require the filing of a certificate with the Secretary of State of Delaware, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

Whenever notice is required to be given, under any provision of the DGCL, the Certificate or these bylaws, to any stockholder to whom (a) notice of two (2) consecutive annual meetings, or (b) all, and at least two (2) payments (if sent by first-class mail) of dividends or interest on securities during a twelve (12) month period, have been mailed addressed to such person at such person’s address as shown on the records of the corporation and have been returned undeliverable, the giving of such notice to such person shall not be required. Any action or meeting which shall be taken or held without notice to such person shall have the same force and effect as if such notice had been duly given. If any such person shall deliver to the corporation a written notice setting forth such person’s then current address, the requirement that notice be given to such person shall be reinstated. In the event that the action taken by the corporation is such as to require the filing of a certificate with the Secretary of State of Delaware, the certificate need not state that notice was not given to persons to whom notice was not required to be given pursuant to Section 230(b) of the DGCL.

The exception in subsection (a) of the above paragraph to the requirement that notice be given shall not be applicable to any notice returned as undeliverable if the notice was given by electronic transmission.

MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.

Notice of any meeting of stockholders shall be given:

if mailed, when deposited in the United States mail, postage prepaid, directed to the stockholder at his or her address as it appears on the corporation’s records;

if electronically transmitted, as provided in Section 8.1 of these bylaws; or

otherwise, when delivered.

An affidavit of the secretary or an assistant secretary of the corporation or of the transfer agent or any other agent of the corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

Notice may be waived in accordance with Section 7.13 of these bylaws.

QUORUM

Unless otherwise provided in the Certificate or required by law, stockholders representing one-third of the voting power of the issued and outstanding capital stock of the corporation, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. If such quorum is not present or represented at any meeting of the stockholders, then the chairman of the meeting, or the stockholders representing a majority of the voting power of the capital stock at the meeting, present in person or represented by proxy, shall have power to adjourn the meeting from time to time until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed. The stockholders present at a duly called meeting at which quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

ADJOURNED MEETING; NOTICE

When a meeting is adjourned to another time or place, unless these bylaws otherwise require, notice need not be given of the adjourned meeting if the time, place if any thereof, and the means of remote communications if any by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the continuation of the adjourned meeting, the corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting in accordance with the provisions of Section 2.4 and 2.5 of these bylaws.

ADMINISTRATION OF THE MEETING

Meetings of stockholders shall be presided over by the chairman of the Board or, in the absence thereof, by such person as the chairman of the Board shall appoint, or, in the absence thereof or in the event that the chairman shall fail to make such appointment, any officer of the corporation elected by the Board. In the absence of the secretary of the corporation, the secretary of the meeting shall be such person as the chairman of the meeting appoints.

The Board shall, in advance of any meeting of stockholders, appoint one (1) or more inspector(s), who may include individual(s) who serve the corporation in other capacities, including without limitation as officers, employees or agents, to act at the meeting of stockholders and make a written report thereof. The Board may designate one (1) or more persons as alternate inspector(s) to replace any inspector, who fails to act. If no inspector or alternate has been appointed or is able to act at a meeting of stockholders, the chairman of the meeting shall appoint one (1) or more inspector(s) to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign an oath to faithfully execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector(s) or alternate(s) shall have the duties prescribed pursuant to Section 231 of the DGCL or other applicable law.

The Board shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including without limitation establishing an agenda of business of the meeting, rules or regulations to maintain order, restrictions on entry to the meeting after the time fixed for commencement thereof and the fixing of the date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at a meeting (and shall announce such at the meeting).

VOTING.

The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.11 of these bylaws, subject to Section 217 (relating to voting rights of fiduciaries, pledgors and joint owners of stock) and Section 218 (relating to voting trusts and other voting agreements) of the DGCL.

Except as otherwise provided in the provisions of Section 213 of the DGCL (relating to the fixing of a date for determination of stockholders of record) or these bylaws, each stockholder shall be entitled to that number of votes for each share of capital stock held by such stockholder as set forth in the Certificate.

In all matters, other than the election of directors and except as otherwise required by law, the Certificate or these bylaws, the affirmative vote of a majority of the voting power of the shares present or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders. Directors shall be elected by a plurality of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.

The stockholders of the corporation shall not have the right to cumulate their votes for the election of directors of the corporation.

STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.

Unless otherwise restricted by the Certificate, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office, its principal place of business, or an officer or agent of the corporation having custody of the book in which minutes of proceedings of stockholders are recorded. Delivery made to the corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall, to the extent required by law, be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the corporation.

RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS.

In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted and which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other such action.

If the Board does not fix a record date in accordance with these bylaws and applicable law:

The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

The record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board is necessary, shall be the first day on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation.

The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

PROXIES.

Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy authorized by an instrument in writing or by a transmission permitted by law and filed with the secretary of the corporation, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A stockholder may also authorize another person or persons to act for him, her or it as proxy in the manner(s) provided under Section 212(c) of the DGCL or as otherwise provided under Delaware law. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212 of the DGCL.

LIST OF STOCKHOLDERS ENTITLED TO VOTE.

The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. The corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten (10) days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the corporation’s principal place of business.

In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

ADVANCE NOTICE OF STOCKHOLDER BUSINESS

Only such business shall be conducted as shall have been properly brought before a meeting of the stockholders of the corporation. To be properly brought before an annual meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board, (b) otherwise properly brought before the meeting by or at the direction of the Board, or (c) a proper matter for stockholder action under the DGCL that has been properly brought before the meeting by a stockholder (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 2.14 and on the record date for the determination of stockholders entitled to vote at such annual meeting and (ii) who complies with the notice procedures set forth in this Section 2.14. For such business to be considered properly brought before the meeting by a stockholder such stockholder must, in addition to any other applicable requirements, have given timely notice in proper form of such stockholder’s intent to bring such business before such meeting. To be timely, such stockholder’s notice must be delivered to or mailed and received by the secretary of the corporation at the principal executive offices of the corporation not later than the close of business on the 90 ^th day, nor earlier than the close of business on the 120 ^th day, prior to the anniversary date of the immediately preceding annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or the annual meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder to be timely must be so received not later than the close of business on the tenth (10 ^th ) day following the day on which such notice of the date of the meeting was mailed or public disclosure of the date of the meeting was made, whichever occurs first.

To be in proper form, a stockholder’s notice to the secretary shall be in writing and shall set forth:

the name and record address of the stockholder who intends to propose the business and the class or series and number of shares of capital stock of the corporation which are owned beneficially or of record by such stockholder;

any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder or beneficial owner, if any, has a right to vote any shares of any security of the corporation:

a description of all agreements, arrangements and understandings between such stockholder and beneficial owner, if any, and any other person or persons (including their names) in connection with the proposal of such business by such stockholder,

a representation that the stockholder is a holder of record of stock of the corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to introduce the business specified in the notice;

a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting;

any material interest of the stockholder in such business; and

any other information that is required to be provided by the stockholder pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Notwithstanding the foregoing, in order to include information with respect to a stockholder proposal in the proxy statement and form of proxy for a stockholder’s meeting, stockholders must provide notice as required by, and otherwise comply with the requirements of, the Exchange Act and the regulations promulgated thereunder.

No business shall be conducted at the annual meeting of stockholders except business brought before the annual meeting in accordance with the procedures set forth in this Section 2.14. The chairman of the meeting may refuse to acknowledge the proposal of any business not made in compliance with the foregoing procedure.

ADVANCE NOTICE OF DIRECTOR NOMINATIONS

Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the corporation, except as may be otherwise provided in the Certificate with respect to the right of holders of Preferred Stock of the corporation to nominate and elect a specified number of directors. To be properly brought before an annual meeting of stockholders, or any special meeting of stockholders called for the purpose of electing directors, nominations for the election of director must be (a) specified in the notice of meeting (or any supplement thereto), (b) made by or at the direction of the Board (or any duly authorized committee thereof) or (c) made by any stockholder of the corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 2.15 and on the record date for the determination of stockholders entitled to vote at such meeting and (ii) who complies with the notice procedures set forth in this Section 2.15.

In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the secretary of the corporation. To be timely, a stockholder’s notice to the secretary must be delivered to or mailed and received at the principal executive offices of the corporation, in the case of an annual meeting, in accordance with the provisions set forth in Section 2.14, and, in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the tenth (10th) day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs.

To be in proper written form, a stockholder’s notice to the secretary must set forth:

as to each person whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares of capital stock of the corporation which are owned beneficially or of record by the person, (iv) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder, and (v) any other information relating to such person that is required to be disclosed in solicitations of proxies for elections of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including without limitation such person’s written consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected); and

as to such stockholder giving notice, the information required to be provided pursuant to Section 2.14.

Subject to the rights of any holders of Preferred Stock of the corporation, no person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth in this Section 2.15. If the chairman of the meeting properly determines that a nomination was not made in accordance with the foregoing procedures, the chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

DISCLOSURE BY STOCKHOLDERS OF HEDGED POSITIONS.

A notice submitted by a stockholder under Section 2.14 or 2.15 must describe, with respect to the stockholder and any Stockholder Associated Person, (i) any Derivative Instrument directly or indirectly beneficially owned by the stockholder or a Stockholder Associated Person, or any other direct or indirect opportunity for the stockholder or Stockholder Associated Person to profit or share in any profit derived from any increase or decrease in the value of shares of the corporation, (ii) any proportionate interest in shares of the corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which the stockholder or Stockholder Associated Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, (iii) any short interest in any security of the corporation (for purposes of this By-law a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (iv) any performance-related fees (other than an asset-based fee) that such stockholder or any Stockholder Associated Person is entitled to based on any increase or decrease in the value of shares of the corporation or Derivative Instruments, if any, and (v) any hedging or other transaction or series of transactions that has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including, without limitation, any put, short position or any borrowing or lending of shares) that has been made, the effect or intent of which is to mitigate loss to or manage risk of share price changes for, or to increase or decrease the voting power of, the stockholder or any Stockholder Associated Person with respect to any share of the corporation.

Definitions. As used in this Section 2.16 the following terms have the meanings indicated:

“Derivative Instrument” means an option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the corporation or with a value derived in whole or in part from the value of any class or series of shares of the corporation, whether or not such instrument or right is subject to settlement in the underlying class or series of shares of the corporation or otherwise.

“Stockholder Associated Person” of a stockholder means (i) any person controlling, controlled by, under common control with, or acting in concert with, the stockholder, (ii) any beneficial owner of shares of the corporation owned of record or beneficially by the stockholder, and (iii) any person controlling, controlled by or under common control with, a person that is a Stockholder Associated Person pursuant to clause (ii) of this definition.

DIRECTORS

POWERS.

Subject to the provisions of the DGCL and any limitations in the Certificate, 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.

NUMBER OF DIRECTORS.

Subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, the authorized number of directors shall be determined from time to time by resolution of the Board, provided the Board shall consist of at least one (1) member. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS.

Except as provided in Section 3.4 and Section 3.13 of these bylaws, directors shall be elected at each annual meeting of stockholders to hold office until the next annual meeting. Directors need not be stockholders unless so required by the Certificate or these bylaws. The Certificate or these bylaws may prescribe other qualifications for directors. Each director, including a director elected to fill a vacancy, shall hold office until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.

All elections of directors shall be by written ballot or by written consent of the shareholders as provided for in Section 2.10 of these By-Laws, unless otherwise provided in the Certificate. If authorized by the Board, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must be either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized.

RESIGNATION AND VACANCIES.

Any director may resign at any time upon written notice or by electronic transmission to the corporation.

Subject to the rights of the holders of any series of Preferred Stock of the corporation then outstanding and unless the Board otherwise determines, newly created directorships resulting from any increase in the authorized number of directors, or any vacancies on the Board resulting from the death, resignation, retirement, disqualification, removal from office or other cause shall, unless otherwise required by law, be filled by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board, or by a sole remaining director. When one or more directors resigns and the resignation is effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in this Section 3.4 in the filling of other vacancies.

PLACE OF MEETINGS; MEETINGS BY TELEPHONE.

The Board may hold meetings, both regular and special, either within or outside the State of Delaware.

Unless otherwise restricted by the Certificate or these bylaws, members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

REGULAR MEETINGS.

Regular meetings of the Board may be held with at least five business days prior notice at such time and at such place as shall from time to time be determined by the Board.

SPECIAL MEETINGS; NOTICE.

Special meetings of the Board for any purpose or purposes may be called at any time by the chairman of the Board, the chief executive officer, a president, the secretary or any two directors. The person(s) authorized to call special meetings of the Board may fix the place and time of the meeting.

Notice of the time and place of special meetings shall be:

delivered personally by hand, by courier or by telephone;

sent by United States first-class mail, postage prepaid;

sent by facsimile; or

sent by electronic mail,

directed to each director at that director’s address, telephone number, facsimile number or electronic mail address, as the case may be, as shown on the corporation’s records.

If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile or (iii) sent by electronic mail, it shall be delivered or sent at least twenty-four (24) hours before the time of the holding of the meeting. If the notice is sent by United States mail, it shall be deposited in the United States mail at least four days before the time of the holding of the meeting. Any oral notice may be communicated either to the director or to a person at the office of the director who the person giving notice has reason to believe will promptly communicate such notice to the director. The notice need not specify the place of the meeting if the meeting is to be held at the corporation’s principal executive office nor the purpose of the meeting.

QUORUM.

Except as otherwise required by law or the Certificate, at all meetings of the Board, a majority of the authorized number of directors (as determined pursuant to Section 3.2 of these bylaws) shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 3.11 of these bylaws. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate or these bylaws.

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 directors present at that meeting.

WAIVER OF NOTICE

Whenever notice is required to be given under any provisions of the DGCL, the Certificate or these bylaws, a written waiver thereof, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting solely for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors, or members of a committee of directors, need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the Certificate or these bylaws.

BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING.

Unless otherwise restricted by the Certificate or these bylaws, any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

ADJOURNED MEETING; NOTICE.

If a quorum is not present at any meeting of the Board, then a majority of the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

FEES AND COMPENSATION OF DIRECTORS.

Unless otherwise restricted by the Certificate or these bylaws, the Board shall have the authority to fix the compensation of directors.

REMOVAL OF DIRECTORS.

Subject to the rights of the holders of any series of Preferred Stock then outstanding, any director or the entire Board may be removed from office at any time, with or without cause, by the affirmative vote of the holders of at least a majority of the voting power of the issued and outstanding shares of capital stock of the corporation then entitled to vote in the election of directors.

CORPORATE GOVERNANCE COMPLIANCE.

Without otherwise limiting the powers of the Board set forth in Section 3.1 and provided that shares of capital stock of the corporation are listed for trading on either The American Stock Exchange (“AMEX”), The Nasdaq National Market (“NASDAQ”) or the New York Stock Exchange (“NYSE”), the corporation shall comply with the corporate governance rules and requirements of the AMEX, NASDAQ or the NYSE, as applicable.

COMMITTEES

COMMITTEES OF DIRECTORS.

The Board may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board or in these bylaws, shall have and may exercise such lawfully delegable powers and duties as the Board may confer. Each committee will comply with all applicable provisions of: the Sarbanes-Oxley Act of 2002, the rules and regulations of the Securities and Exchange Commission, and the rules and requirements of AMEX, NASDAQ or NYSE, as applicable, and will have the right to retain independent legal counsel and other advisers at the corporation’s expense.

COMMITTEE MINUTES.

Each committee shall keep regular minutes of its meetings and report to the Board when required.

MEETINGS AND ACTION OF COMMITTEES.

Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:

Section 3.5 (place of meetings and meetings by telephone);

Section 3.6 (REGULAR MEETINGS.);

Section 3.7 (special meetings and notice);

Section 3.8 (QUORUM.);

Section 3.9 (WAIVER OF NOTICE);

Section 3.10 (action without a meeting); and

Section 3.11 (adjournment and notice of adjournment).

with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members.

Notwithstanding the foregoing:

the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee;

special meetings of committees may also be called by resolution of the Board; and

notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

AUDIT COMMITTEE

The Board may establish an Audit Committee whose principal purpose will be to oversee the corporation’s and its subsidiaries’ accounting and financial reporting processes, internal systems of control, independent auditor relationships and audits of consolidated financial statements of the corporation and its subsidiaries. The Audit Committee will also determine the appointment of the independent auditors of the corporation and any change in such appointment and ensure the independence of the corporation’s auditors. In addition, the Audit Committee will assume such other duties and responsibilities as the Board may confer upon the committee from time to time. In the event of any inconsistency between this Section 4.4 and the Certificate, the terms of the Certificate will govern.

CORPORATE GOVERNANCE AND NOMINATING COMMITTEE

The Board may establish a Corporate Governance and Nominating Committee whose principal duties will be to assist the Board by identifying individuals qualified to become Board members consistent with criteria approved by the Board, to recommend to the Board for its approval the slate of nominees to be proposed by the Board to the stockholders for election to the Board, to develop and recommend to the Board the governance principles applicable to the corporation, as well as such other duties and responsibilities as the Board may confer upon the committee from time to time.

COMPENSATION COMMITTEE

The Board may establish a Compensation Committee whose principal duties will be to review employee compensation policies and programs as well as the compensation of the chief executive officer and other executive officers of the corporation, to recommend to the Board a compensation program for outside Board members, as well as such other duties and responsibilities as the Board may confer upon the committee from time to time. In the event of any inconsistency between this Section 4.6 and the Certificate, the terms of the Certificate will govern.

OFFICERS

OFFICERS

The officers of the corporation shall be a chief executive officer, one or more presidents (at the discretion of the Board), a chairman of the Board and a secretary. The corporation may also have, at the discretion of the Board, a vice chairman of the Board, a chief financial officer, a treasurer, one or more vice presidents, one or more assistant vice presidents, one or more assistant treasurers, one or more assistant secretaries, and any such other officers as may be appointed in accordance with the provisions of these bylaws.

Any number of offices may be held by the same person.

APPOINTMENT OF OFFICERS

The Board shall appoint the officers of the corporation, except such officers as may be appointed in accordance with the provisions of Sections 5.3 of these bylaws, subject to the rights, if any, of an officer under any contract of employment. Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. A failure to elect officers shall not dissolve or otherwise affect the corporation.

SUBORDINATE OFFICERS

The Board may appoint, or empower the chief executive officer and/or one or more presidents of the corporation, to appoint, such other officers and agents as the business of the corporation may require. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the Board may from time to time determine.

REMOVAL AND RESIGNATION OF OFFICERS.

Any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board at any regular or special meeting of the Board or, except in the case of an officer appointed by the Board, by any officer upon whom such power of removal may be conferred by the Board.

Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, 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.

VACANCIES IN OFFICES.

Any vacancy occurring in any office of the corporation shall be filled by the Board or as provided in Section 5.2.

CHAIRMAN OF THE BOARD.

The Chairman of the Board shall be chosen from among the Directors. The Chairman of the Board shall have the power to call special meetings of the stockholders and of the Directors for any purpose or purposes, and he shall preside at all meetings of the Board of Directors, unless he shall be absent or unless he shall, at his election, designate the Vice Chairman, if one is elected, to preside in his stead. The Chairman of the Board shall advise and counsel the Chief Executive Officer and other officers of the Corporation and shall exercise such powers and perform such duties as shall be assigned to or required by him from time to time by the Board of Directors.

CHIEF EXECUTIVE OFFICER.

Subject to the control of the Board and any supervisory powers the Board may give to the chairman of the Board, the chief executive officer shall, together with the president or presidents of the corporation, have general supervision, direction, and control of the business and affairs of the corporation and shall see that all orders and resolutions of the Board are carried into effect. The chief executive officer shall, together with the president or presidents of the corporation, also perform all duties incidental to this office that may be required by law and all such other duties as are properly required of this office by the Board of Directors. The chief executive officer shall serve as chairman of and preside at all meetings of the stockholders. In the absence of the chairman of the Board, the chief executive officer shall preside at all meetings of the Board.

PRESIDENTS.

Subject to the control of the Board and any supervisory powers the Board may give to the chairman of the Board, the president or presidents of the corporation shall, together with the chief executive officer, have general supervision, direction, and control of the business and affairs of the corporation and shall see that all orders and resolutions of the Board are carried into effect. A president shall have such other powers and perform such other duties as from time to time may be prescribed for him or her by the Board, these bylaws, or the chairman of the Board.

VICE PRESIDENTS.

In the absence or disability of any president, the vice presidents, if any, in order of their rank as fixed by the Board or, if not ranked, a vice president designated by the Board, shall perform all the duties of a president. When acting as a president, the appropriate vice president shall have all the powers of, and be subject to all the restrictions upon, that president. 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, these bylaws, the chairman of the Board, the chief executive officer or, in the absence of a chief executive officer, one of more of the presidents.

SECRETARY.

The secretary shall keep or cause to be kept, at the principal executive office of the corporation or such other place as the Board may direct, a book of minutes of all meetings and actions of directors, committees of directors, and stockholders. The minutes shall show:

the time and place of each meeting;

whether regular or special (and, if special, how authorized and the notice given);

the names of those present at directors’ meetings or committee meetings;

the number of shares present or represented at stockholders’ meetings; and

the proceedings thereof.

The secretary shall keep, or cause to be kept, at the principal executive office of the corporation or at the office of the corporation’s transfer agent or registrar, as determined by resolution of the Board, a share register, or a duplicate share register showing:

The secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board required to be given by law or by these bylaws. The secretary shall keep the seal of the corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board or by these bylaws.

CHIEF FINANCIAL OFFICER

The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares. The books of account shall at all reasonable times be open to inspection by any director.

The chief financial officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositories as the Board may designate. The chief financial officer shall disburse the funds of the corporation as may be ordered by the Board, shall render to the chief executive officer or, in the absence of a chief executive officer, any president and directors, whenever they request it, an account of all his or her transactions as chief financial officer and of the financial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the Board or these bylaws.

The chief financial officer may be the treasurer of the corporation.

TREASURER.

The treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares. The books of account shall at all reasonable times be open to inspection by any director.

The treasurer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositories as the Board may designate. The treasurer shall disburse the funds of the corporation as may be ordered by the Board, shall render to the chief executive officer or, in the absence of a chief executive officer, one or more of the presidents and directors, whenever they request it, an account of all his or her transactions as treasurer and of the financial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the Board or these bylaws.

ASSISTANT SECRETARY.

The assistant secretary, or, if there is more than one, the assistant secretaries in the order determined by the Board (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of the secretary’s inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as may be prescribed by the Board or these bylaws.

ASSISTANT TREASURER.

The assistant treasurer, or, if there is more than one, the assistant treasurers, in the order determined by the Board (or if there be no such determination, then in the order of their election), shall, in the absence of the chief financial officer or treasurer or in the event of the chief financial officer’s or treasurer’s inability or refusal to act, perform the duties and exercise the powers of the chief financial officer or treasurer, as applicable, and shall perform such other duties and have such other powers as may be prescribed by the Board or these bylaws.

REPRESENTATION OF SHARES OF OTHER CORPORATIONS.

The chairman of the Board, the chief executive officer, any president, any vice president, the treasurer, the secretary or assistant secretary of this corporation, or any other person authorized by the Board, the chief executive officer, a president or a vice president, is authorized to vote, represent, and exercise on behalf of this corporation all rights incident to any and all shares or other equity interests of any other corporation or entity standing in the name of this corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

AUTHORITY AND DUTIES OF OFFICERS.

In addition to the foregoing authority and duties, all officers of the corporation shall respectively have such authority and perform such duties in the management of the business of the corporation as may be designated from time to time by the Board.

RECORDS AND REPORTS

MAINTENANCE AND INSPECTION OF RECORDS.

The corporation shall, either at its principal executive office or at such place or places as designated by the Board, keep a record of its stockholders listing their names and addresses and the number and class of shares held by each stockholder, a copy of these bylaws, as may be amended to date, minute books, accounting books and other records.

Any records administered by or on behalf of the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be maintained on any information storage device, method, or one or more electronic networks or databases (including one or more distributed electronic networks or databases); provided that the records so kept can be converted into clearly legible paper form within a reasonable time, and, with respect to the stock ledger, the records so kept comply with Section 224 of the DGCL. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to applicable law.

INSPECTION BY DIRECTORS.

Any director shall have the right to examine the corporation’s stock ledger, a list of its stockholders, and its other books and records for a purpose reasonably related to his or her position as a director.

GENERAL MATTERS

CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS.

From time to time, the Board shall determine by resolution which person or persons may sign or endorse all checks, drafts, other orders for payment of money, notes or other evidences of indebtedness that are issued in the name of or payable to the corporation, and only the persons so authorized shall sign or endorse those instruments.

EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS.

Except as otherwise provided in these bylaws, the Board, or any officers of the corporation authorized thereby, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances.

STOCK CERTIFICATES; PARTLY PAID SHARES.

The shares of the corporation shall be represented by certificates, provided that the Board may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares, including being maintained on one or more electronic networks or databases (including distributed electronic networks or databases) in compliance with the DGCL. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Any or all of the signatures on the certificate may be a facsimile or electronic signature. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

The corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, and upon the books and records of the corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

SPECIAL DESIGNATION ON CERTIFICATES.

If the corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, designations, preferences, and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the corporation shall issue to represent such class or series of stock; provided , however , that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the corporation shall issue to represent such class or series of stock a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences, and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

LOST CERTIFICATES.

Except as provided in this Section 7.6, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the corporation and cancelled at the same time. The corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

CONSTRUCTION; DEFINITIONS.

Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the DGCL shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

DIVIDENDS.

The Board, subject to any restrictions contained in either (i) the DGCL, or (ii) the Certificate, may declare and pay dividends upon the shares of its capital stock. Dividends may be paid in cash, in property, or in shares of the corporation’s capital stock.

The Board may set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve.

FISCAL YEAR.

The fiscal year of the corporation shall be fixed by resolution of the Board and may be changed by the Board.

SEAL.

The corporation may adopt a corporate seal, which shall be adopted and which may be altered by the Board. The corporation may use the corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

TRANSFER OF STOCK.

Transfers of stock shall be made only upon the transfer books of the corporation kept at an office of the corporation or by transfer agents designated to transfer shares of the stock of the corporation. Except where a certificate is issued in accordance with Section 7.5 of these bylaws, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefore. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction in its books.

STOCK TRANSFER AGREEMENTS.

The corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes or series of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes or series owned by such stockholders in any manner not prohibited by the DGCL.

REGISTERED STOCKHOLDERS.

The corporation:

shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner;

shall be entitled to hold liable for calls and assessments on partly paid shares the person registered on its books as the owner of shares; and

shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

WAIVER OF NOTICE.

Whenever notice is required to be given under any provision of the DGCL, the Certificate or these bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting solely for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the Certificate or these bylaws.

CHARITABLE FOUNDATION.

The establishment by the corporation of a charitable foundation will require Board approval, as will contributions by the corporation to the foundation and disbursements by the foundation. The Board may delegate authority over the foundation to one or more persons who are not directors of the corporation with the approval of two-thirds of the members of the Board.

NOTICE BY ELECTRONIC TRANSMISSION

NOTICE BY ELECTRONIC TRANSMISSION.

Without limiting the manner by which notice otherwise may be given effectively to stockholders pursuant to the DGCL, the Certificate or these bylaws, any notice to stockholders given by the corporation under any provision of the DGCL, the Certificate or these bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the corporation. Any such consent shall be deemed revoked if:

the corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with such consent; and

such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice.

However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

Any notice given pursuant to the preceding paragraph shall be deemed given:

if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice;

if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice;

if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and

if by any other form of electronic transmission, when directed to the stockholder.

An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

DEFINITION OF ELECTRONIC TRANSMISSION.

An “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

INAPPLICABILITY.

Notice by a form of electronic transmission shall not apply to Section 164 (failure to pay for stock; remedies), Section 296 (adjudication of claims; appeal), Section 311 (revocation of voluntary dissolution), Section 312 (renewal, revival, extension and restoration of certificate of incorporation) or Section 324 (attachment of shares of stock) of the DGCL.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS OTHER THAN THOSE BY OR IN THE RIGHT OF THE CORPORATION.

Subject to Section 9.3 of this Article IX, the corporation shall indemnify, to the fullest extent permitted by the DGCL, as now or hereafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person (or the legal representative of such person) is or was a director or officer of the corporation or any predecessor of the corporation, or is or was a director or officer of the corporation serving at the request of the corporation as a director or officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS BY OR IN THE RIGHT OF THE CORPORATION

Subject to Section 9.3 of this Article IX, the corporation shall indemnify, to the fullest extent permitted by the DGCL, as now or hereafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person (or the legal representative of such person) is or was a director or officer of the corporation or any predecessor of the corporation, or is or was a director or officer of the corporation serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

AUTHORIZATION OF INDEMNIFICATION

Any indemnification under this Article IX (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 9.1 or Section 9.2 of this Article IX, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders (but only if a majority of the directors who are not parties to such action, suit or proceeding, if they constitute a quorum of the board of directors, presents the issue of entitlement to indemnification to the stockholders for their determination). Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the corporation. To the extent, however, that a present or former director or officer of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

GOOD FAITH DEFINED

For purposes of any determination under Section 9.3 of this Article IX, to the fullest extent permitted by applicable law, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person’s conduct was unlawful, if such person’s action is based on the records or books of account of the corporation or another enterprise, or on information supplied to such person by the officers of the corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the corporation or another enterprise or on information or records given or reports made to the corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the corporation or another enterprise. The term “another enterprise” as used in this Section 9.4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the corporation as a director, officer, employee or agent. The provisions of this Section 9.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 9.1 or 9.2 of this Article IX, as the case may be.

INDEMNIFICATION BY A COURT

Notwithstanding any contrary determination in the specific case under Section 9.3 of this Article IX, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery in the State of Delaware for indemnification to the extent otherwise permissible under Sections 9.1 and 9.2 of this Article IX. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standards of conduct set forth in Section 9.1 or 9.2 of this Article IX, as the case may be. Neither a contrary determination in the specific case under Section 9.3 of this Article IX nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 9.5 shall be given to the corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

EXPENSES PAYABLE IN ADVANCE

To the fullest extent not prohibited by the DGCL, or by any other applicable law, expenses incurred by a person who is or was a director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding; provided, however, that if the DGCL requires, an advance of expenses incurred by any person in his or her capacity as a director or officer (and not in any other capacity) shall be made only upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this Article IX.

NONEXCLUSIVITY OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

The indemnification and advancement of expenses provided by or granted pursuant to this Article IX shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate, any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, it being the policy of the corporation that indemnification of the persons specified in Sections 9.1 and 9.2 of this Article IX shall be made to the fullest extent permitted by law. The provisions of this Article IX shall not be deemed to preclude the indemnification of any person who is not specified in Section 9.1 or 9.2 of this Article IX but whom the corporation has the power or obligation to indemnify under the provisions of the DGCL, or otherwise. The corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advances, to the fullest extent not prohibited by the DGCL, or by any other applicable law.

INSURANCE

To the fullest extent permitted by the DGCL or any other applicable law, the corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was a director, officer, employee or agent of the corporation serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this Article IX.

CERTAIN DEFINITIONS

For purposes of this Article IX, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article IX with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article IX, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this Article IX.

SURVIVAL OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

The rights to indemnification and advancement of expenses conferred by this Article IX shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, administrators and other personal and legal representatives of such a person.

LIMITATION ON INDEMNIFICATION

Notwithstanding anything contained in this Article IX to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 9.5 hereof), the corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the board of directors of the corporation.

INDEMNIFICATION OF EMPLOYEES AND AGENTS

The corporation may, to the extent authorized from time to time by the board of directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the corporation similar to those conferred in this Article IX to directors and officers of the corporation.

EFFECT OF AMENDMENT OR REPEAL

Neither any amendment or repeal of any Section of this Article IX, nor the adoption of any provision of the Certificate or the bylaws inconsistent with this Article IX, shall adversely affect any right or protection of any director, officer, employee or other agent established pursuant to this Article IX existing at the time of such amendment, repeal or adoption of an inconsistent provision, including without limitation by eliminating or reducing the effect of this Article IX, for or in respect of any act, omission or other matter occurring, or any action or proceeding accruing or arising (or that, but for this Article IX, would accrue or arise), prior to such amendment, repeal or adoption of an inconsistent provision.

FORUM FOR ADJUDICATION OF DISPUTES

Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or the Certificate of Incorporation or Bylaws (as either may be amended from time to time), or (iv) any action asserting a claim governed by the internal affairs doctrine shall be the Court of Chancery in the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware).

If any action the subject matter of which is within the scope of the preceding sentence is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce the preceding sentence and (ii) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.

MISCELLANEOUS

PROVISIONS OF CERTIFICATE GOVERN

In the event of any inconsistency between the terms of these bylaws and the Certificate, the terms of the Certificate will govern.

AMENDMENT

The bylaws of the corporation may be adopted, amended or repealed by the corporation’s Board. The fact that such power has been so conferred upon the Board shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal bylaws.

[Remainder of Page Intentionally Left Blank]

DeedFlow, Inc.

a Delaware corporation

CERTIFICATE OF ADOPTION OF BYLAWS

The undersigned hereby certifies that he or she is the duly elected, qualified, and acting Chief Executive Officer of DeedFlow, Inc., a Delaware corporation and that the foregoing bylaws, comprising twenty-two (22) pages, were adopted as the corporation’s bylaws on June 3, 2026 by the corporation’s board of directors as provided for in the corporations certificate of incorporation filed with the Delaware secretary of state.

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 3^rd day of June, 2026.

/s/ Megan Shaw                                       

Megan Shaw

Chief Executive Officer

Exhibit 3.1

INDENTURE

between

DEEDFLOW, INC.

and

[_______________________], as Trustee

Dated as of [_____________], 2026

$25,000,000 Aggregate Original Principal Amount

ROYALTY REVENUE BONDS, SERIES 2026

THIS INDENTURE, dated as of [_____________], 2026 (as amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, this “Indenture”), is entered into between DEEDFLOW, INC., a Delaware corporation (the “Company”), and [_______________________], a [_____________], as trustee (in such capacity, together with any successor trustee appointed in accordance with Article VIII, the “Trustee”).

RECITALS

WHEREAS, the Company has duly authorized the issuance, from time to time, of its Royalty Revenue Bonds, Series 2026 (the “Bonds”), in an aggregate original principal amount not to exceed $25,000,000, pursuant to an offering statement on Form 1-A qualified by the Securities and Exchange Commission (the “Commission”) under Regulation A of the Securities Act of 1933, as amended (the “Securities Act”);

WHEREAS, the Bonds are to be issued in uncertificated, book-entry form, registered directly in the name of each Holder as reflected in the Master Securityholder File maintained by the Transfer Agent, and indexed by a corresponding digital Token on the Trusted Smart Chain, all as more fully described in this Indenture, the Bonds, and the Offering Circular;

WHEREAS, the Company desires to provide, among other things, for the security, priority return, redemption, and other terms of the Bonds, and to appoint the Trustee to act on behalf of the Holders as provided herein;

WHEREAS, all things necessary to make this Indenture a valid, binding, and enforceable agreement of the Company, in accordance with its terms, have been done;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, and for the equal and ratable benefit of the Holders of the Bonds, the Company and the Trustee agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01. Definitions. For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires, the following terms have the respective meanings set forth in this Section 1.01. All other capitalized terms used but not defined in this Indenture have the meanings assigned to them in the Bonds or the Offering Circular, as applicable.

“Accrued Shortfall” means, with respect to the Bonds, the cumulative amount of unpaid Priority Return described in Section 2(c) of the Bonds, compounding at 8.00% per annum until paid, which constitutes an unconditional general obligation of the Company payable as provided in the Bonds and this Indenture.

“ATS” means an SEC-registered alternative trading system on which the Company may, in its discretion, cause the Bonds to be listed for secondary trading in accordance with Section 2.09.

“Bonds” means the Company’s Royalty Revenue Bonds, Series 2026, issued under this Indenture in the form set forth in Exhibit A, in an aggregate original principal amount not to exceed $25,000,000, as such aggregate amount may be reduced by amendment to the Offering Circular.

“Bridge Notes” means the Company’s outstanding secured promissory notes issued prior to the date hereof, including the note held by the Company’s Chief Executive Officer, which by their terms rank senior in right of payment to the Bonds as described in Section 6.03.

“Business Day” means any day other than a Saturday, Sunday, or day on which banking institutions in the State of Delaware are authorized or required by law to be closed.

“Collateral” has the meaning specified in Section 5.01.

“Company Order” means a written order signed on behalf of the Company by any Responsible Officer of the Company and delivered to the Trustee.

“Default” means any event that is, or after notice or lapse of time or both would become, an Event of Default.

“Distribution Date” means each March 31, June 30, September 30, and December 31, commencing with the first full calendar quarter following the initial closing of the offering of the Bonds.

“DSCR” means the Debt Service Coverage Ratio covenant described in Section 6.01.

“Event of Default” has the meaning specified in Section 7.01.

“Excess Royalty Distributions” means amounts distributed to Holders pursuant to Section 4.04.

“Holder” means the Person in whose name a Bond is registered in the Master Securityholder File as of the applicable date of determination.

“Indenture” means this instrument, as originally executed or as it may from time to time be amended, restated, or supplemented in accordance with its terms, including, for all purposes, the terms of the Bonds set forth in Exhibit A.

“Intercreditor Agreement” means any intercreditor or subordination agreement entered into from time to time between the Trustee, on behalf of the Holders, and one or more senior secured lenders holding liens on individual properties of the Company, as referenced in Section 6.02.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Lien Redemption Royalty” has the meaning specified in Section 2(a) of the Bonds.

“Majority Holders” means, at any time, the Holders of more than 50% of the aggregate outstanding principal amount of the Bonds.

“Master Securityholder File” means the off-chain register maintained by the Transfer Agent constituting the sole official record of ownership of the Bonds, as more fully described in Section 2.06.

“Maturity Date” means, with respect to each Bond, the date ten (10) years after its Date of Issuance, as specified in such Bond, unless earlier redeemed in accordance with Article III.

“Offering Circular” means the offering circular included in the Company’s offering statement on Form 1-A relating to the Bonds, as qualified by the Commission and as amended or supplemented from time to time.

“Officer’s Certificate” means a certificate signed by a Responsible Officer of the Company and delivered to the Trustee.

“Opinion of Counsel” means a written opinion of counsel, who may be counsel to the Company, delivered to the Trustee.

“Original Principal Amount” means, with respect to each Bond, the original principal amount thereof specified in such Bond, equal to $10.00 multiplied by the number of Bonds evidenced thereby.

“Outstanding” means, with respect to the Bonds, all Bonds registered in the Master Securityholder File other than Bonds that have been paid, redeemed, cancelled, or defeased in accordance with this Indenture.

“Payment Agent” means T7X Equity, Inc., in its capacity as paying agent for the Bonds under Article IX, or any successor payment agent appointed in accordance with Article IX.

“Person” means any individual, corporation, limited liability company, partnership, trust, unincorporated organization, or government or agency or political subdivision thereof.

“Priority Return” has the meaning specified in Section 1 of the Bonds.

“Property Sale Royalty” has the meaning specified in Section 2(a) of the Bonds.

“Qualifying Interest” means the Company’s interests in mortgages and other liens on manufactured homes and the real property to which they are affixed, and other assets qualifying for the exclusions from the definition of “investment company” relied upon by the Company under Sections 3(c)(5)(C) and 3(b)(1) of the Investment Company Act, as more fully described in the Offering Circular.

“Record Date” means, with respect to each Distribution Date, the date specified as such by the Company or the Payment Agent, which shall not be more than 15 nor fewer than 1 days prior to such Distribution Date.

“Regulation A” means Regulation A promulgated under the Securities Act.

“Responsible Officer” means, with respect to the Company, the Chief Executive Officer, Chief Financial Officer, or any other officer of the Company designated as such by an Officer’s Certificate delivered to the Trustee; and, with respect to the Trustee, any officer within the corporate trust department of the Trustee having direct responsibility for the administration of this Indenture.

“Royalty Pool” has the meaning specified in Section 2(a) of the Bonds.

“Royalty Pool Collection Account” means the segregated deposit account (or sub-account) established by the Company, subject to the Trustee’s security interest under Article V, into which Royalty Pool deposits are made.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Token” means the digital token indexed to a Bond on the Trusted Smart Chain as described in Section 2.07.

“Transfer Agent” means T7X Equity, Inc., in its capacity as transfer agent and registrar for the Bonds under Article IX, or any successor transfer agent appointed in accordance with Article IX.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended. This Indenture is not qualified, and is not required to be qualified, under the Trust Indenture Act, as more fully described in Section 12.11.

“Trusted Smart Chain” means the permissioned partition of a public blockchain network used to index the Tokens, as described in the Offering Circular.

“Trustee” means the Person named as such on the first page of this Indenture until a successor Trustee has become such pursuant to the applicable provisions of this Indenture, and thereafter means such successor Trustee.

“Year 1 Interest Escrow” means the escrow of approximately 8% of the gross proceeds of the offering of the Bonds, established by the Company to support Priority Return payments during the first year following issuance, as described in the Offering Circular.

ARTICLE II

THE BONDS

Section 2.01. Form and Terms Generally. The Bonds shall be substantially in the form set forth in Exhibit A hereto, the terms of which are incorporated by reference into, and made a part of, this Indenture. In the event of any conflict between the terms of this Indenture and the terms of any Bond, the terms of this Indenture shall control, except that the specific economic and payment terms set forth in the Bonds (including the Priority Return rate, Royalty Pool percentages, redemption prices, and Maturity Date) shall control over any inconsistent general provision of this Indenture.

Section 2.02. Aggregate Amount; Denominations. The aggregate Original Principal Amount of Bonds that may be authenticated and issued under this Indenture may not exceed $25,000,000, except for Bonds issued in replacement of, or in exchange for, other Bonds pursuant to this Indenture, which shall not be deemed to increase such aggregate amount. The Bonds shall be issued in minimum denominations of 250 Bonds ($2,500.00) and integral multiples of one Bond ($10.00) in excess thereof, except as otherwise authorized by the Company.

Section 2.03. Execution. Each Bond shall be executed on behalf of the Company by the manual or facsimile signature of a Responsible Officer of the Company. A Bond bearing such signature shall be a valid obligation of the Company, notwithstanding that the individual who signed the Bond may no longer hold office at the time of its registration in the Master Securityholder File.

Section 2.04. No Authentication by Trustee Required. Because the Bonds are not being offered or sold pursuant to an offering registered under, or an indenture qualified under, the Trust Indenture Act, the Bonds are not, and are not required to be, authenticated by the Trustee. A Bond shall be valid, binding, and entitled to the benefits of this Indenture upon its registration by the Transfer Agent in the Master Securityholder File in accordance with Section 2.06, without any further act by, or certificate of authentication of, the Trustee.

Section 2.05. Uncertificated Form. The Bonds shall be issued solely in uncertificated, book-entry form. No physical certificate representing any Bond shall be issued unless the Company, in its sole discretion and with the consent of the Trustee, determines to issue certificated Bonds to one or more Holders, in which case such certificated Bonds shall be authenticated by manual signature of the Trustee prior to delivery.

Section 2.06. Master Securityholder File; Registration and Transfer.

Section 2.07. Tokenization. The Company has caused, or will cause, a digital Token to be created and indexed to each Bond on the Trusted Smart Chain. Each Token is a technology index only, does not constitute a separate security or asset distinct from the corresponding Bond, has no rights or value independent of the corresponding Bond, and does not supersede the Master Securityholder File. All Tokens shall be held by the Transfer Agent in a single omnibus wallet under its exclusive custody and control, and no Holder shall receive or custody any blockchain wallet or private key with respect to any Token. In all cases and circumstances, including any blockchain fork, exploit, data error, wallet error, smart-contract error, platform error, interruption, discrepancy, or inconsistency involving any Token, blockchain record, wallet balance, token entry, smart contract, platform record, or platform display, the Master Securityholder File maintained off-chain by the Transfer Agent shall control for all purposes under this Indenture.

Section 2.08. Mutilated, Destroyed, Lost, or Stolen Bonds. Because the Bonds are uncertificated, this Section 2.08 applies only in the event the Company has elected to issue one or more certificated Bonds pursuant to Section 2.05. In such event, upon receipt by the Trustee of evidence satisfactory to it of the ownership and the loss, theft, destruction, or mutilation of any certificated Bond, and of such security or indemnity as may be reasonably required by the Trustee and the Company, the Company shall execute and the Trustee shall authenticate a replacement Bond.

Section 2.09. Listing on Alternative Trading System.

ARTICLE III

REDEMPTION

Section 3.01. Mandatory Redemption at Maturity. Unless earlier redeemed pursuant to this Article III, the entire outstanding par amount of each Bond, together with all accrued and unpaid Priority Return and Accrued Shortfall, shall be due and payable on its Maturity Date. The obligation to repay par and Accrued Shortfall on the Maturity Date is an unconditional general obligation of the Company and is not limited to the Royalty Pool or any other specific source of funds.

Section 3.02. Optional Redemption.

Section 3.03. Notice of Redemption. Notice of redemption shall be given by the Company, or by the Payment Agent on the Company’s behalf, to each affected Holder at the address or electronic contact information reflected in the Master Securityholder File, and to the Trustee, not fewer than 15 nor more than 60 days prior to the redemption date, specifying the redemption date, the redemption price, and the aggregate principal amount of Bonds to be redeemed.

Section 3.04. Deposit of Redemption Price. Prior to 11:00 a.m. (New York City time) on any redemption date, the Company shall deposit with the Payment Agent (or, following an Event of Default and at the direction of the Trustee, with the Trustee) funds sufficient to pay the redemption price, together with accrued and unpaid Priority Return and Accrued Shortfall, of the Bonds to be redeemed on such date. Bonds called for redemption shall cease to accrue Priority Return on and after the redemption date, provided such deposit has been made.

ARTICLE IV

PRIORITY RETURN; ROYALTY POOL; DISTRIBUTIONS

Section 4.01. Priority Return. Each Bond shall accrue Priority Return at the rate of 8.00% per annum on its outstanding par amount, computed on an Actual/360 basis, payable quarterly in arrears on each Distribution Date, as more fully described in Section 1 of the Bonds; provided that the Priority Return is not a guaranteed current-pay coupon, and the Company has no obligation to make current quarterly cash payments of Priority Return from any source other than amounts available in the Royalty Pool Collection Account and, during the first year following issuance, the Year 1 Interest Escrow, prior to the Maturity Date or an earlier redemption.

Section 4.02. Royalty Pool Deposits. The Company shall deposit into the Royalty Pool Collection Account, within the time periods specified in the Offering Circular and the Bonds, (a) 5% of the gross sale price of each residential property sold by the Company (the Property Sale Royalty) and (b) 10% of all interest and penalty income received by the Company upon redemption of each tax lien held by the Company (the Lien Redemption Royalty), in each case calculated net of chargebacks, reversals, returned payments, taxes required to be withheld, refunded revenues, after-period adjustments, corrections, and similar items reflected in the Company’s books and records. The Company shall deliver to the Trustee, concurrently with each Royalty Pool deposit, a brief written accounting identifying the properties or liens giving rise to such deposit and any such netting items or adjustments reflected in the calculation.

Section 4.03. Waterfall; Year 1 Interest Escrow.

Section 4.04. Excess Royalty Distributions. After the Priority Return then due, together with all outstanding Accrued Shortfall, has been paid in full for the applicable period, any remaining balance in the Royalty Pool Collection Account for that period shall be distributed by the Payment Agent, pro rata among the Bonds then Outstanding based on outstanding principal amount, as supplemental royalty income (“Excess Royalty Distributions”).

Section 4.05. Method of Payment. All payments of Priority Return, Accrued Shortfall, redemption prices, Excess Royalty Distributions, and par shall be made by the Payment Agent to each Holder as reflected in the Master Securityholder File as of the applicable Record Date, in lawful money of the United States of America, by wire transfer, ACH, or such other method as the Payment Agent and the Holder may agree.

ARTICLE V

SECURITY

Section 5.01. Grant of Security Interest. As security for the payment of the Priority Return, Accrued Shortfall, and par amount of the Bonds, and the performance of the Company’s other obligations under this Indenture, the Company hereby grants, assigns, and pledges to the Trustee, for the ratable benefit of the Holders, a first-priority security interest in (a) all amounts on deposit in or credited to the Royalty Pool Collection Account, (b) the Company’s contractual right to receive the Property Sale Royalty and the Lien Redemption Royalty, (c) the Company’s related Royalty Pool deposit rights and obligations, and (d) all proceeds of the foregoing (collectively, the “Collateral”).

Section 5.02. Perfection. The Company shall execute and deliver, and shall cause to be filed and recorded, all financing statements, account control agreements, and other instruments and shall take all other action reasonably necessary or advisable, in the reasonable judgment of the Trustee, to perfect and maintain the perfection and priority of the security interest granted under Section 5.01. The Trustee shall have no obligation to file, record, or otherwise perfect the Collateral except upon receipt of an Officer’s Certificate and, if requested, an Opinion of Counsel.

Section 5.03. Scope of Collateral. The Collateral described in Section 5.01 does not include, and the Holders do not have, and the Bonds do not evidence, a direct lien on any individual property owned by the Company or on the Company’s general assets other than the Collateral. Other than with respect to the Collateral, the Bonds are unsecured obligations of the Company.

Section 5.04. Intercreditor Arrangements. The security interest granted under Section 5.01 is subject to any Intercreditor Agreement entered into between the Trustee, on behalf of the Holders, and one or more senior secured lenders holding liens on individual properties financed with acquisition, construction, or renovation credit facilities. The Trustee is authorized to enter into, and to take such actions as are contemplated by, any such Intercreditor Agreement without further consent of the Holders, provided that the Trustee shall have received an Officer’s Certificate confirming that such Intercreditor Agreement is consistent with the ranking of the Bonds described in the Offering Circular.

Section 5.05. Ranking. The Company’s obligations under the Bonds and this Indenture rank: (a) behind the Bridge Notes, which are senior to the Bonds by their terms; (b) behind senior secured lenders described in Section 5.04, subject to the applicable Intercreditor Agreement; and (c) pari passu among all Bonds issued under this Indenture. In any bankruptcy, insolvency, or liquidation proceeding of the Company, the Bonds rank behind all secured creditors of the Company other than with respect to the Collateral.

ARTICLE VI

COVENANTS

Section 6.01. Debt Service Coverage Ratio. The Company shall maintain a minimum Debt Service Coverage Ratio of 1.20x, tested quarterly on a trailing-twelve-month basis, calculated in the manner described in the Offering Circular. The Company shall deliver to the Trustee, within 45 days after the end of each fiscal quarter, an Officer’s Certificate setting forth the calculation of the DSCR as of the end of such quarter.

Section 6.02. Limitation on Senior and Pari Passu Indebtedness. The Company shall not incur additional indebtedness senior to or pari passu with the Bonds, other than (a) indebtedness secured solely by a lien on an individual property (which shall rank senior to the Bonds only with respect to that property, subject to Section 5.04), and (b) indebtedness approved by the Majority Holders, without the prior written consent of the Majority Holders.

Section 6.03. Bridge Notes. The Company represents that the Bridge Notes are, by their terms, senior in right of payment to the Bonds, and covenants that it will not amend the Bridge Notes in any manner that would cause them to become secured by the Collateral or otherwise adversely affect the relative priority of the Bonds described in the Offering Circular, without the prior written consent of the Majority Holders.

Section 6.04. Waterfall; Amendment Restrictions. The Company shall not modify the priority of the revenue waterfall described in Section 4.03 without the consent of Holders of at least 66⅔% of the Outstanding Bonds, as provided in Section 10.02.

Section 6.05. Restricted Payments. The Company shall not declare or pay any dividend or make any other distribution on account of its equity securities while any Accrued Shortfall remains outstanding.

Section 6.06. Investment Company Act Covenant.

Section 6.07. Reporting. For so long as any Bonds remain Outstanding, the Company shall furnish to the Trustee, promptly upon filing, copies of all annual reports on Form 1-K, semiannual reports on Form 1-SA, current reports on Form 1-U, and other reports filed by the Company with the Commission pursuant to Regulation A, together with such additional Officer’s Certificates as the Trustee may reasonably request to confirm compliance with this Article VI.

Section 6.08. Maintenance of Existence. The Company shall maintain its corporate existence and, except as permitted by Section 6.02 or with the consent of the Majority Holders, shall not consolidate with, merge into, or transfer all or substantially all of its assets to any other Person unless the surviving or transferee entity assumes all of the Company’s obligations under this Indenture and the Bonds.

ARTICLE VII

EVENTS OF DEFAULT; REMEDIES

Section 7.01. Events of Default. Each of the following constitutes an “Event of Default” under this Indenture:

Section 7.02. Notice of Default. The Trustee shall, within 90 days after the occurrence of a Default known to a Responsible Officer of the Trustee, give notice of such Default to the Holders, unless the Trustee in good faith determines that withholding notice is in the interest of the Holders, provided that the Trustee shall not withhold notice of a Default described in Section 7.01(c) or (e).

Section 7.03. Acceleration. If an Event of Default occurs and is continuing, the Trustee may, and upon the written direction of Majority Holders shall, declare the unpaid par amount of, and all accrued and unpaid Priority Return and Accrued Shortfall on, all Outstanding Bonds to be immediately due and payable, by written notice to the Company. At any time after such a declaration of acceleration, Majority Holders may rescind and annul such declaration if the underlying Event of Default has been cured or waived.

Section 7.04. Application of Collateral. Upon acceleration pursuant to Section 7.03, the Trustee may apply all amounts on deposit in the Royalty Pool Collection Account, and may exercise all rights of a secured party under the Uniform Commercial Code with respect to the Collateral, and shall apply the proceeds thereof, first, to the Trustee’s reasonable fees, costs, and expenses (including reasonable counsel fees) incurred in the exercise of such remedies, and thereafter, pro rata among the Holders based on outstanding principal amount, to the accelerated obligations under the Bonds.

Section 7.05. Receiver. Upon the occurrence and continuation of an Event of Default, the Trustee may apply to a court of competent jurisdiction for the appointment of a receiver over the Royalty Pool Collection Account and the Company’s rights to the Property Sale Royalty and Lien Redemption Royalty, to the extent permitted by applicable law.

Section 7.06. Control by Majority Holders; Limitations. Majority Holders may direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, provided that such direction does not conflict with any rule of law or this Indenture, and the Trustee may decline to follow any such direction if the Trustee determines that the action so directed would be unjustly prejudicial to Holders not joining in such direction or would involve the Trustee in personal liability.

Section 7.07. No Impairment of Absolute Right to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of the par amount of, and Priority Return and Accrued Shortfall on, its Bonds, on or after the respective due dates therefor, or to bring suit for the enforcement of any such payment, shall not be impaired or affected without the consent of such Holder.

ARTICLE VIII

THE TRUSTEE

Section 8.01. Duties of the Trustee. The Trustee undertakes to perform only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee. The Trustee shall not be liable except for its own willful misconduct, bad faith, or gross negligence, as finally determined by a court of competent jurisdiction.

Section 8.02. Reliance. The Trustee may conclusively rely, and shall be fully protected in acting or refraining from acting, upon any Officer’s Certificate, Opinion of Counsel, or other document reasonably believed by it to be genuine and to have been signed by the proper party. The Trustee shall not be required to make any investigation into the accuracy of any statements contained in any Officer’s Certificate, Opinion of Counsel, or Company Order, absent actual knowledge to the contrary.

Section 8.03. No Duty to Monitor Royalty Pool Deposits Absent Notice. The Trustee shall have no duty to independently verify the Company’s calculation of, or compliance with its obligation to make, Royalty Pool deposits under Section 4.02, and may rely on the accountings delivered by the Company pursuant to that Section, unless and until a Responsible Officer of the Trustee has actual knowledge of a failure to make a required deposit.

Section 8.04. Compensation and Indemnification. The Company shall pay the Trustee reasonable compensation for its services under this Indenture, and shall reimburse the Trustee for its reasonable expenses, disbursements, and advances, including the reasonable compensation and expenses of the Trustee’s counsel and agents. The Company shall indemnify the Trustee against any loss, liability, or expense incurred without willful misconduct, bad faith, or gross negligence on the Trustee’s part, arising out of or in connection with the acceptance or administration of this trust, including the costs of defending itself against any claim of liability. This Section 8.04 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture.

Section 8.05. Eligibility. The Trustee shall at all times be a corporation or national banking association organized and doing business under the laws of the United States or any state thereof, authorized under such laws to exercise corporate trust powers, and having a combined capital and surplus of at least $50,000,000, subject to supervision or examination by federal or state authority.

Section 8.06. Resignation and Removal; Successor Trustee.

Section 8.07. Trustee Not Responsible for Recitals. The recitals contained in this Indenture and the Bonds shall be taken as statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representation as to the validity or sufficiency of this Indenture, the Bonds, or the Collateral, other than the Trustee’s execution of this Indenture.

ARTICLE IX

PAYMENT AGENT AND TRANSFER AGENT

Section 9.01. Appointment. The Company has appointed T7X Equity, Inc. to serve as Payment Agent and Transfer Agent for the Bonds. T7X Equity, Inc. is not the Trustee, does not hold the security interest described in Article V, and has no obligation to enforce any remedy of the Holders upon an Event of Default; those functions are performed solely by the Trustee. The rights, duties, and compensation of the Payment Agent and Transfer Agent are further set forth in a separate payment agent and transfer agent agreement between the Company and T7X Equity, Inc., the material terms of which are consistent with this Article IX.

Section 9.02. Duties of the Payment Agent. The Payment Agent shall, on each Distribution Date and otherwise as provided in Article III and Article IV, distribute to each Holder, in accordance with the Master Securityholder File, such Holder’s pro rata share of Priority Return, Accrued Shortfall, Excess Royalty Distributions, redemption proceeds, and par payments, in each case from funds made available to it by the Company for such purpose. The Payment Agent shall have no obligation to make any distribution to Holders in excess of funds actually received by it from the Company or the Royalty Pool Collection Account.

Section 9.03. Duties of the Transfer Agent. The Transfer Agent shall maintain the Master Securityholder File, register transfers of the Bonds in accordance with Section 2.06, and maintain custody of the omnibus wallet holding the Tokens in accordance with Section 2.07.

Section 9.04. Successor Payment Agent and Transfer Agent. The Company may remove or replace the Payment Agent or the Transfer Agent, and may appoint a successor, at any time upon at least 30 days’ prior written notice to the Trustee and the Holders, provided that any successor is reasonably capable of performing the duties described in this Article IX.

Section 9.05. Funds Held for Holders. All funds held by the Payment Agent for the payment of amounts due on the Bonds shall be held in trust for the benefit of the Holders entitled thereto, but need not be segregated from other funds except as required by law, and the Payment Agent shall have no liability for interest on any funds so held.

ARTICLE X

AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 10.01. Amendments Without Consent of Holders. The Company and the Trustee may amend or supplement this Indenture or the Bonds without the consent of any Holder to: (a) cure any ambiguity, omission, defect, or inconsistency; (b) provide for the assumption of the Company’s obligations by a successor entity in accordance with Section 6.08; (c) add covenants for the benefit of Holders or surrender any right or power conferred on the Company; (d) evidence the appointment of a successor Trustee, Payment Agent, or Transfer Agent; or (e) make any other change that does not adversely affect the rights of any Holder in any material respect.

Section 10.02. Amendments With Consent of Holders.

Section 10.03. Execution of Amendments. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that any proposed amendment, supplement, or waiver is authorized and permitted by this Indenture.

ARTICLE XI

SATISFACTION AND DISCHARGE

Section 11.01. Satisfaction and Discharge. This Indenture shall cease to be of further effect, and the Trustee shall, upon Company Order, execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) all Bonds previously issued have been delivered for cancellation or paid in full, or (b) all Bonds not delivered for cancellation have become due and payable and the Company has deposited with the Payment Agent, in trust, funds sufficient to pay all amounts due thereon, and the Company has paid all other sums payable by it under this Indenture, including amounts owed to the Trustee under Section 8.04.

Section 11.02. Survival. Notwithstanding satisfaction and discharge of this Indenture, the obligations of the Company under Section 8.04 (Trustee compensation and indemnification), and the rights of Holders to receive payment of amounts due under the Bonds from funds held in trust, shall survive.

ARTICLE XII

MISCELLANEOUS

Section 12.01. Notices. All notices to the Company or the Trustee shall be in writing and delivered by hand, overnight courier, or electronic mail to the addresses specified in the Offering Circular or as otherwise designated in writing. All notices to Holders shall be given to the address or electronic contact information reflected in the Master Securityholder File.

Section 12.02. No Recourse Against Others. No incorporator, stockholder, employee, officer, or director of the Company, as such, shall have any liability for any obligation of the Company under this Indenture or the Bonds, or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder, by accepting a Bond, waives and releases all such liability to the extent permitted by applicable law.

Section 12.03. Governing Law. THIS INDENTURE AND THE BONDS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

Section 12.04. Successors and Assigns. All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

Section 12.05. Severability. In case any provision of this Indenture or the Bonds is invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 12.06. Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

Section 12.07. Tax Treatment. The Company intends to treat the Bonds as contingent payment debt instruments under Treasury Regulation Section 1.1275-4. The Company shall establish a comparable yield and projected payment schedule for the Bonds and shall make such information, together with annual original issue discount accrual information, available to Holders as provided in Section 13 of the Bonds.

Section 12.08. Voting Rights of Holders. Holders have no voting rights with respect to the management of the Company, the election of directors, or general corporate governance matters. The rights of Holders to consent to, direct, or waive matters under this Indenture are limited to those expressly set forth herein.

Section 12.09. Effect of Headings. The Article and Section headings in this Indenture are for convenience only and shall not affect the construction of this Indenture.

Section 12.10. Entire Agreement. This Indenture (including the Bonds and Exhibit A) constitutes the entire agreement between the Company and the Trustee with respect to the subject matter hereof, and supersedes all prior agreements and understandings, oral or written, with respect thereto.

Section 12.11. Trust Indenture Act Not Applicable. This Indenture is not, and is not required to be, qualified under the Trust Indenture Act. The Bonds are being offered and sold pursuant to Regulation A, an exempt offering under the Securities Act, and are not being offered or sold pursuant to a registration statement that would require qualification of this Indenture under the Trust Indenture Act. Accordingly, provisions customarily included in a Trust Indenture Act-qualified indenture solely to satisfy Sections 310 through 317 of the Trust Indenture Act (including formal Trustee authentication of each Bond, the specific reporting and list-of-Holders provisions of Section 312, and certain of the disqualification and conflict-of-interest provisions of Section 310(b)) have been omitted or streamlined in this Indenture, consistent with the size and nature of this offering.

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the date first written above.

DEEDFLOW, INC.

By: ______________________

Name: Megan Shaw

Title: Chief Executive Officer

 _____________________], as Trustee

By: ______________________

Name: ___________________

Title: _____________________

T7X Equity, Inc. joins in the execution of this Indenture solely for purposes of acknowledging and agreeing to Article IX and such other provisions of this Indenture as expressly reference the Payment Agent or the Transfer Agent, and not as a party to, or guarantor of, the Company’s obligations under the Bonds or any other provision of this Indenture.

T7X EQUITY, INC., as Payment Agent and Transfer Agent

By: ______________________

Name: ___________________

Title: _____________________

EXHIBIT A

FORM OF BOND

DEEDFLOW, INC.

ROYALTY REVENUE BOND, SERIES 2026

DeedFlow, Inc., a Delaware corporation (the “Company,” which term includes any successor entity under the Indenture referred to below), for value received, hereby promises to pay to the Registered Holder identified above (the “Holder”), or such Holder’s registered assigns as reflected from time to time in the Master Securityholder File (as defined below), the Original Principal Amount identified above, representing the number of Bonds identified above (each, a “Bond,” and, together with all other Royalty Revenue Bonds, Series 2026 issued under the Indenture referred to below, the “Bonds”), at $10.00 par value per Bond, on the Maturity Date identified above, together with the Priority Return described in Section 1 below and any Accrued Shortfall described in Section 2 below, in each case in accordance with the Indenture dated as of [_____________], 2026 (as amended, restated, or supplemented from time to time, the “Indenture”), between the Company and [_____________________], as trustee (in such capacity, the “Trustee,” which term includes any successor trustee under the Indenture).

Payment of the par amount of, and the Priority Return and any Accrued Shortfall on, this Bond will be made by T7X Equity, Inc., in its capacity as payment agent under the Indenture (in such capacity, the “Payment Agent,” and, in its capacity as transfer agent and registrar under the Indenture, the “Transfer Agent”), to the Holder as reflected in the Master Securityholder File as of the applicable record date, in lawful money of the United States of America, all as more fully described in Section 9 below. The Payment Agent is not the Trustee, does not hold the security interest described in Section 6 below, and has no obligation to enforce any remedy of the Holders upon an Event of Default; those functions are performed solely by the Trustee.

Reference is made to the further provisions of this Bond set forth below, which further provisions shall for all purposes have the same effect as though set forth in this place, and to the Indenture for a statement of the rights of the Holder, the Trustee, and the Payment Agent, and of the terms and conditions upon which the Bonds are, and are to be, issued.

This Bond shall be valid and binding upon, and entitled to the benefits of the Indenture as of, its registration by the Transfer Agent in the Master Securityholder File in accordance with the Indenture. No certificate of authentication by the Trustee is required for this Bond to be valid or obligatory for any purpose.

SECTION 1. PRIORITY RETURN.

Each Bond shall accrue a priority return (the “Priority Return”) at the rate of 8.00% per annum on the outstanding par amount thereof ($10.00 per Bond), computed on the basis of an Actual/360 day-count convention, payable quarterly in arrears on each March 31, June 30, September 30, and December 31 (each, a “Distribution Date”), commencing with the first full calendar quarter following the initial closing of the offering of the Bonds. The Priority Return is payable primarily from the Royalty Pool described in Section 2 below, and is, together with any Accrued Shortfall, an unconditional general obligation of the Company as described in Section 6 below; provided that the Priority Return is not a guaranteed current-pay coupon, and except for amounts available from the Royalty Pool and, during the first year following issuance, the Year 1 Interest Escrow, the Company has no obligation to make current quarterly cash payments of Priority Return from any other source before the Maturity Date or earlier redemption.

SECTION 2. ROYALTY POOL; ACCRUED SHORTFALL.

SECTION 3. EXCESS ROYALTY DISTRIBUTIONS.

After the Priority Return then due, together with all outstanding Accrued Shortfall, has been paid in full for the applicable period, any remaining balance in the Royalty Pool for that period shall be distributed by the Payment Agent, pro rata among the Bonds then outstanding, as supplemental royalty income.

SECTION 4. MATURITY; MANDATORY REDEMPTION.

Unless earlier redeemed as provided in Section 5 below, the entire outstanding par amount of this Bond ($10.00 per Bond), together with all accrued and unpaid Priority Return and Accrued Shortfall, shall be due and payable on the Maturity Date, which is the date ten (10) years after the Date of Issuance of the Bonds. The obligation to repay par and Accrued Shortfall on the Maturity Date is an unconditional general obligation of the Company and is not limited to the Royalty Pool or any other specific source of funds.

SECTION 5. OPTIONAL REDEMPTION.

SECTION 6. RANKING; SECURITY.

SECTION 7. EVENTS OF DEFAULT.

“Events of Default” under the Indenture include, without limitation: (a) failure by the Company to make a required Royalty Pool deposit within five (5) business days of the applicable date; (b) failure by the Payment Agent to distribute available Priority Return within three (3) business days of a Distribution Date; (c) a material uncured breach by the Company of any covenant in the Indenture; (d) bankruptcy or insolvency of the Company; and (e) cross-default upon acceleration of specified senior secured indebtedness of the Company, all as more fully described in the Indenture. Upon the occurrence and continuation of an Event of Default, the Trustee may, and at the direction of the requisite percentage of Holders specified in the Indenture shall, exercise the remedies described in the Indenture, including acceleration of this Bond, application of Royalty Pool funds to the accelerated obligation, and the appointment of a receiver over the Royalty Pool collection account.

SECTION 8. CERTAIN COVENANTS.

The Indenture contains covenants of the Company for the benefit of the Holders, including, without limitation: (a) a requirement that the Company maintain a minimum Debt Service Coverage Ratio of 1.20x, tested quarterly on a trailing-twelve-month basis; (b) a prohibition on incurring additional indebtedness senior to or pari passu with the Bonds without the consent of the majority of Holders; (c) a prohibition on modifying the priority of the revenue waterfall described in the Indenture without the consent of Holders of at least 66⅔% of the outstanding Bonds; (d) a prohibition on equity distributions by the Company while any Accrued Shortfall remains outstanding; and (e) a limitation on the Company’s acquisition of “investment securities” (as defined in the Investment Company Act of 1940) to not more than 20% of the Company’s total assets, with any acquisition in excess of that threshold requiring a supporting legal opinion, subject to a carve-out for fiat currencies, foreign currencies, cryptocurrencies, and digital assets held for treasury purposes, all as more fully described in the Indenture.

SECTION 9. REGISTRATION; TRANSFER; UNCERTIFICATED AND TOKENIZED FORM.

SECTION 10. DENOMINATIONS.

The Bonds are issued in minimum denominations of 250 Bonds ($2,500.00), and in integral multiples of one Bond ($10.00) in excess thereof, except as may otherwise be authorized by the Company.

SECTION 11. AMENDMENTS; VOTING RIGHTS.

Holders have no voting rights with respect to the management of the Company, the election of directors, or general corporate governance matters. The Indenture may be amended, and compliance with its provisions may be waived, only as provided therein, including the requirement of consent of Holders of at least 66⅔% of the outstanding Bonds for any material amendment, including any modification of the revenue waterfall priority described in the Indenture.

SECTION 12. NO PERSONAL LIABILITY.

No incorporator, stockholder, employee, officer, or director of the Company, as such, shall have any liability for any obligation of the Company under this Bond or the Indenture, or for any claim based on, in respect of, or by reason of such obligations or their creation, by reason of his, her, or its status as such. Each Holder, by accepting this Bond, waives and releases all such liability, to the extent permitted by applicable law.

SECTION 13. TAX TREATMENT.

The Company intends to treat the Bonds as contingent payment debt instruments under Treasury Regulation Section 1.1275-4. The Company will establish a comparable yield and a projected payment schedule for the Bonds and will make such information, together with annual original issue discount accrual information, available to Holders as provided in the Indenture and applicable Treasury Regulations.

SECTION 14. GOVERNING LAW.

THIS BOND SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

SECTION 15. DEFINED TERMS; CONTROLLING DOCUMENT.

Capitalized terms used but not defined in this Bond have the meanings given to them in the Indenture. In the event of any conflict between the terms of this Bond and the terms of the Indenture, the terms of the Indenture shall control.

IN WITNESS WHEREOF, the Company has caused this Bond to be duly executed.

DEEDFLOW, INC.

By:

Name: Megan Shaw

Title: Chief Executive Officer

Exhibit 4.1

SUBSCRIPTION AGREEMENT

DEEDFLOW, INC.

A DELAWARE CORPORATION

This is a Subscription for

Royalty Revenue Bonds, Series 2026

(also referred to herein as the “Bonds,” “Units,” or “Bond Tokens”)

of

DeedFlow, Inc. (“DeedFlow”)

THIS SUBSCRIPTION AGREEMENT (this “Agreement” or this “Subscription”) is made and entered into as of [_____], by and between the undersigned (the “Subscriber,” “Investor,” or “you”) and DeedFlow, Inc., a Delaware corporation (“DeedFlow” or “we” or “us” or “our”), with reference to the facts set forth below.

WHEREAS, subject to the terms and conditions of this Agreement, the Subscriber wishes to irrevocably subscribe for and purchase (subject to acceptance of such subscription by DeedFlow) Royalty Revenue Bonds, Series 2026, at a purchase price of $10.00 per Bond (each, a “Bond,” “Unit,” or “Bond Token,” and collectively, the “Bonds”), in the amount set forth in Section 1 and on the signature page hereto, offered pursuant to the most recent Offering Circular of DeedFlow (the “Offering Circular”) qualified by the Securities and Exchange Commission (the “SEC”).

NOW, THEREFORE, in order to implement the foregoing and in consideration of the mutual representations, warranties, covenants and agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

NOTICE REGARDING AGREEMENT TO ARBITRATE

ALL INVESTORS ARE REQUIRED TO ARBITRATE ANY DISPUTE ARISING OUT OF THEIR INVESTMENT IN THE COMPANY. ALL INVESTORS FURTHER AGREE THAT THE ARBITRATION WILL BE BINDING AND HELD IN THE STATE OF DELAWARE. EACH INVESTOR ALSO AGREES TO WAIVE ANY RIGHTS TO A JURY TRIAL. OUT OF STATE ARBITRATION MAY FORCE AN INVESTOR TO ACCEPT A LESS FAVORABLE SETTLEMENT FOR DISPUTES. OUT OF STATE ARBITRATION MAY ALSO COST AN INVESTOR MORE TO ARBITRATE A SETTLEMENT OF A DISPUTE.

THESE DISPUTE RESOLUTION PROVISIONS APPLY IN ANY LITIGATION RELATING TO THIS SUBSCRIPTION AGREEMENT, THE BONDS, OR THE COMPANY, INCLUDING CLAIMS UNDER THE U.S. FEDERAL SECURITIES LAWS.

BY AGREEING TO BE SUBJECT TO THE ARBITRATION PROVISION CONTAINED IN THIS SUBSCRIPTION AGREEMENT (WHICH IS INTENDED TO BE CONSISTENT WITH THE CORRESPONDING PROVISIONS OF THE INDENTURE GOVERNING THE BONDS), INVESTORS WILL NOT BE DEEMED TO WAIVE THE COMPANY’S COMPLIANCE WITH THE FEDERAL SECURITIES LAWS AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.

NOTICE REGARDING WAIVER OF RIGHTS TO INSPECT BOOKS AND RECORDS

BY AGREEING TO BE SUBJECT TO THE WAIVER PROVISIONS CONTAINED IN THIS AGREEMENT, INVESTORS WILL NOT BE DEEMED TO WAIVE DEEDFLOW’S COMPLIANCE WITH THE FEDERAL SECURITIES LAWS AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.

1.       Subscription for and Purchase of the Bonds.

2.       Purchase of the Bonds.

3.       Investment Representations and Warranties of the Subscriber.

The Subscriber represents and warrants to DeedFlow the following:

For purposes of this Section 3.18, the following terms shall have the meanings described below:

“Close Associate of a Senior Foreign Political Figure” shall mean a person who is widely and publicly known internationally 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;

“Foreign Shell Bank” shall mean a Foreign Bank without a presence in any country;

“Foreign Bank” shall mean an organization that (i) is organized under the laws of a foreign country, (ii) engages in the business of banking, (iii) is recognized as a bank by the bank supervisory or monetary authority of the country of its organization or principal banking operations, (iv) receives deposits to a substantial extent in the regular course of its business, and (v) has the power to accept demand deposits, but does not include the U.S. branches or agencies of a foreign bank;

“Non-Cooperative Jurisdiction” shall mean any foreign country that has been designated as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering, of which the U.S. is a member and with which designation the U.S. representative to the group or organization continues to concur;

“Prohibited Investor” shall mean a person or entity whose name appears on (i) the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control; (ii) other lists of prohibited persons and entities as may be mandated by applicable law or regulation; or (iii) such other lists of prohibited persons and entities as may be provided to DeedFlow in connection therewith;

“Related Person” shall mean, with respect to any entity, any interest holder, director, senior officer, trustee, beneficiary or grantor of such entity; provided that in the case of an entity that is a publicly traded company or a tax qualified pension or retirement plan in which at least 100 employees participate that is maintained by an employer that is organized in the U.S. or is a U.S. government entity, the term “Related Person” shall exclude any interest holder holding less than 5% of any class of securities of such publicly traded company and beneficiaries of such plan;

“Senior Foreign Political Figure” shall mean 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.

Subscriber hereby represents, covenants, and agrees that, to the best of Subscriber’s knowledge based on reasonable investigation:

Additional Representations Specific to the Bonds.

4.       Tax Forms.

The Subscriber will complete an IRS Form W-9 or the appropriate Form W-8, which should be returned directly to us via the Platform. The Subscriber certifies that the information contained in the executed copy (or copies) of IRS Form W-9 or appropriate IRS Form W-8 (and any accompanying required documentation), as applicable, when submitted to us will be true, correct and complete. The Subscriber shall (i) promptly inform us of any change in such information, and (ii) furnish to us a new properly completed and executed form, certificate or attachment, as applicable, as may be required under the Internal Revenue Service instructions to such forms, the Code or any applicable Treasury Regulations or as may be requested from time to time by us. The Subscriber further acknowledges that, because the Bonds are intended to be treated as Contingent Payment Debt Instruments, DeedFlow will furnish the Subscriber with annual original issue discount accrual information on IRS Form 1099-OID (or its successor form), which may reflect income in excess of actual cash distributions received in a given year. See Section 3.25 above and “Material U.S. Federal Tax Considerations” in the Offering Circular.

5.       No Advisory Relationship.

You acknowledge and agree that the purchase and sale of the Bonds pursuant to this Agreement is an arms-length transaction between you and DeedFlow. In connection with the purchase and sale of the Bonds, DeedFlow is not acting as your agent or fiduciary. DeedFlow assumes no advisory or fiduciary responsibility in your favor in connection with the Bonds or DeedFlow’s underlying real estate operations. DeedFlow has not provided you with any legal, accounting, regulatory or tax advice with respect to the Bonds, and you have consulted your own respective legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate.

6.       Bankruptcy.

In the event that you file or enter bankruptcy, insolvency or other similar proceeding, you agree to use the best efforts possible to avoid DeedFlow being named as a party or otherwise involved in the bankruptcy proceeding. Furthermore, this Agreement should be interpreted so as to prevent, to the maximum extent permitted by applicable law, any bankruptcy trustee, receiver or debtor-in-possession from asserting, requiring or seeking that (i) you be allowed by DeedFlow to return the Bonds to DeedFlow for a refund, or that DeedFlow be required to redeem the Bonds, other than in accordance with the optional or mandatory redemption terms set forth in the Indenture and described in the Offering Circular, or (ii) DeedFlow be mandated or ordered to redeem the Bonds held or owned by you other than in accordance with such terms.

7.       Miscellaneous Provisions.

Any such notice or communication shall be deemed to have been delivered and received on the first business day following that on which the electronic mail has been sent (assuming that there is no error in delivery). As used in this Section, “business day” shall mean any day other than a day on which banking institutions in the State of Delaware are legally closed for business.

8.       Consent to Electronic Delivery.

The Subscriber hereby agrees that DeedFlow may deliver all notices, financial statements, valuations, reports, reviews, analyses or other materials, and any and all other documents, information and communications concerning the affairs of DeedFlow and its investments, including, without limitation, information about the investment, required or permitted to be provided to the Subscriber regarding the Bonds or hereunder, by means of e-mail or by posting on an electronic message board or by other means of electronic communication. Because DeedFlow and the Platform operate principally over the Internet, you will need to consent to transact business with us online and electronically. As part of doing business with us, therefore, we also need you to consent to our giving you certain disclosures electronically, either via the Platform or to the email address you provide to us. By entering into this Agreement, you consent to receive electronically all documents, communications, notices, contracts, and agreements arising from or relating in any way to your or our rights, obligations or services under this Agreement (each, a “Disclosure”). The decision to do business with us electronically is yours. This document informs you of your rights concerning Disclosures.

9.       Consent to Electronic Delivery of Tax Documents.

Please read this disclosure about how we will provide certain documents that we are required by the IRS to send to you (“Tax Documents”) in connection with your Bonds. A Tax Document provides important information you need to complete your tax returns. Tax Documents include Form 1099-OID and other applicable Forms 1099. Occasionally, we are required to send you CORRECTED Tax Documents. Additionally, we may include inserts with your Tax Documents. We are required to send Tax Documents to you in writing, which means in paper form. When you consent to electronic delivery of your Tax Documents, you will be consenting to delivery of Tax Documents, including these corrected Tax Documents and inserts, electronically instead of in paper form.

DeedFlow, Inc.

Attention: Investor Relations

5263 West, Windsor Ln

Highland, UT 84003

If you withdraw consent to receive Tax Documents electronically, a paper copy will be provided. Your consent to receive the Tax Documents electronically continues for every tax year until you withdraw your consent.