Company	:	Kapalya Inc.
Corporate Address	:	1935A Addison Drive, Berkeley, CA 94704
Offering Minimum	:	$10,000.00
Offering Maximum	:	$1,070,000.00
Minimum Investment Amount (per investor)	:	$300.00

Terms

Offering Type	:	Equity
Security Name	:	Common Stock
Minimum Number of Shares Offered	:	8,000
Maximum Number of Shares Offered	:	856,000
Price per Share	:	$1.25
Pre-Money Valuation	:	$14,958,800.00

Voting Rights of Securities Sold in this Offering

Voting Proxy. Each Subscriber shall appoint the Chief Executive Officer of the Company (the “CEO”), or his or her successor, as the Subscriber’s true and lawful proxy and attorney, with the power to act alone and with the full power of substitution, to, consistent with this instrument and on behalf of the Subscriber, (i) vote all Securities, (ii) give and receive notices and communications, (iii) execute any instrument or document that the CEO determines is necessary or appropriate in the exercise of its authority under this instrument, and (iv) take all actions necessary or appropriate in the judgment of the CEO for the accomplishment of the foregoing. The proxy and power granted by the Subscriber pursuant to this Section are coupled with an interest. Such proxy and power will be irrevocable. The proxy and power, so long as the Subscriber is an individual, will survive the death, incompetency and disability of the Subscriber and, so long as the Subscriber is an entity, will survive the merger or reorganization of the Subscriber or any other entity holding the Securities. However, the Proxy will terminate upon the closing of a firm-commitment has underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933 covering the offer and sale of Common Stock or the effectiveness of a registration statement under the Securities Exchange Act of 1934 covering the Common Stock.

*Maximum Number of Shares Offered subject to adjustment for bonus shares. See Bonus info below.

Investment Incentives and Bonuses

Time-Based:

Friends and Family Early Birds

Invest within the first 48 hours and receive an additional 20% bonus shares.

In addition, each investor will become part of Kapalya’s Private owners group.

Have personal time with Founders on Calls and Dinners.

Have early access to Kapalya’s new products and solutions

Super Early Bird Bonus

Invest within the first week and receive an additional 15% bonus shares

Early Bird Bonus

Invest within the first two weeks and receive an additional 10% bonus shares

Amount-Based:

$500+

Have personal time with Founders on Calls and Dinners

Invest $500+ and receive personal time with our founder on a call and for investors living in the San Francisco Bay Area or Greater Sacramento Area, receive a personal dinner invitation with our founder.

$1,000+

1% bonus Shares

Invest $1,000+ and receive an additional 1% bonus shares

$2,500+

2% bonus Shares

Invest $2,500+ and receive an additional 2% bonus shares

$5,000+

5% bonus Shares

Invest $5,000+ and receive an additional 5% bonus shares

$10,000+

10% bonus Shares

Invest $10,000+ and receive an additional 10% bonus shares

$20,000+

20% bonus Shares

Invest $20,000+ and receive an additional 20% bonus shares

In addition, each investor will become part of Kapalya’s Private owners group

Have personal time with Founders on Calls and Dinners.

*All perks occur when the offering is completed.

The 10% StartEngine Owners' Bonus

Kapalya will offer 10% additional bonus shares for all investments that are committed by investors that are eligible for the StartEngine Crowdfunding Inc. OWNer's bonus.

This means eligible StartEngine shareholders will receive a 10% bonus for any shares they purchase in this offering. For example, if you buy 100 shares of Common Stock at $1.25 / share, you will receive 110 shares of Common Stock, meaning you'll own 110 shares for $125. Fractional shares will not be distributed and share bonuses will be determined by rounding down to the nearest whole share.

This 10% Bonus is only valid during the investor's eligibility period. Investors eligible for this bonus will also have priority if they are on a waitlist to invest and the company surpasses its maximum funding goal. They will have the first opportunity to invest should room in the offering become available if prior investments are canceled or fail.

Investors will only receive a single bonus, which will be the highest bonus rate they are eligible for.

Insider Investment Notice

Officers, directors, executives, and existing owners with a controlling stake in the company (or their immediate family members) may make investments in this offering. Any such investments will be included in the raised amount reflected on the campaign page.

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