Indr, Inc.

The Problem

Market Problem: Change Is Constant—But Fails at Scale

Every organization faces change. Whether proactive (M&A, reorgs, digital transformation) or reactive (competition, regulation, hybrid work), change initiatives are accelerating in size, scope, complexity and frequency.

Yet despite trillions of dollars spent, 70% of these efforts still fail—often for the same fundamental reasons to include:

• The challenge is not clearly defined
• The right people aren’t engaged early
• Tools are fragmented and disconnected from execution
• There’s no system of record to manage the process

This failure cost isn’t theoretical—it costs businesses an estimated $2.3 trillion annually (Harkin). That number is only growing as organizations struggle to keep up with external pressures and internal alignment.

Why It Matters: The Environment Is Moving Faster Than We Can Process

The rate of change has outpaced organizational adaptability. As external complexity increases whether from AI adoption, regulatory shifts, or customer demand, most teams are left without a reliable way to define, align, and execute.

This is the core challenge Indr was built to solve.

Organizations don’t change for the sake of Change; they do it to:

• Reduce cost
• Improve performance
• Stay competitive
• Unlock growth

But transformation only works when it’s executed with speed, clarity, and buy-in, so without a system to guide that journey, efforts stall and outcomes are missed.

A Persistent Gap: No System of Record for Change

Most organizations rely on expensive consultants, PowerPoint decks, or lightweight tools that aren’t built for the complexity of enterprise transformation. The existing structured data systems only show part of the picture consisting of only 20% of the total data construct. The missing 80% is the context, experience, and insight of the people living through the change, i.e., those experiencing the most friction and closest to the solution.

Indr bridges this gap as its TMP captures both operational insight and stakeholder perspective, turning that input into actionable intelligence and trackable outcomes. It becomes the organization’s internal system of record for change and with its AI loop it becomes also one that improves every time it’s used.

THE INDR SOLUTION

The Indr TMP is a purpose-built platform for executing transformation that combines structure, flexibility, and intelligence to help organizations move from uncertainty into action with clarity at every step.

Indr at its core is powered by its AI Navigator, that is a digital guide that helps leaders:

• Frame the challenge
• Define business outcomes
• Build a transformation roadmap
• Activate discovery, alignment, and executional in one system

The TMP is both modular and comprehensive and can be used as a complete end-to-end solution or for leveraging individual modules based on an organization's needs. Either way, every action is recorded, and the TMP becomes your system of record for change that grows smarter with every use.

What the Platform Does

The Indr Transformation Management Platform (TMP) enables a full transformation lifecycle:

1 - Discovery-Indr's TMP uses guided surveys and clustering AI to surface pain points, unmet needs, and real-world friction at scale to engage the people closest to the work.

2 - Pain Mapping-Indr's TMP creates visual blueprints and persona maps that show where issues are concentrated, why they exist, and how they affect performance.

3 - Business Case Development-Indr's TMP translates discovery into data-backed business cases with solutions that are modeled by cost, risk, feasibility, and impact. These models are then scored and prioritized for action.

4 - Execution Tracking- Indr's TMP creates real-time dashboards that track sentiment, adoption, and performance measures against the original outcomes that provide visibility, accountability, and agility throughout execution. The TMP is modular by design, and each module can stand alone or be combined seamlessly to support the entire journey from insight to impact.

Modular by Design that is Smarter by Default

Organizations can start small or run the full stack:

• Use Discovery to uncover where change is needed
• Use Evaluation to prioritize and model scenarios
• Use Implementation to track and prove outcomes

Indr’s TMP is unique in that it is the first system of record for change that regardless of where you start, everything is recorded. Each project adds to your organization’s transformational memory and the AI allows the organization to get smarter and over time, the TMP becomes a strategic intelligence layer that helps organizations go faster, avoid past mistakes, and more effectively lead change initiatives.

HP Inc., Traction: HP: From Diligence to Deployment

HP Inc. spent 21 months vetting Indr’s TMP platform across alpha engagements, security reviews, and product testing. That process led to a signed master agreement and the creation of HPIX™ (HP Intelligent Transformation)—a white-labeled version of Indr that now anchors HP’s Workforce Solutions strategy. HPIX-transformation is currently rolling out to HP’s top 1,100 global enterprise accounts, led by its Workforce Solutions Division and supported through HP’s broader distribution network. Indr’s TMP was HP’s first-ever SaaS white-label transformation platform, and a rare example of a Fortune 100 company launching an entirely new business line around a startups’ technology.

Partners and Direct Motion: A Platform Built to Scale

HP was just the start and Indr’ TMP is now embedded in Ricoh’s “Spaces” Platform , with CEO-level visibility and active discussions around strategic expansion and M&A.

SAP is piloting Indr internally to orchestrate transformation programs across teams and regions. Xerox is evaluating Indr for accelerating client transformation and improving adoption across its enterprise offerings.

In parallel, Indr has launched a direct go-to-market motion focused on U.S. mid-market and public sector organizations bringing the platform’s power directly to transformation professionals in IT, operations, and strategy roles. These combined motions in enterprise partnerships and direct expansion will position Indr to scale quickly and credibly, across verticals and geographies.

1) Issuer – INDR, Inc.

Indr, Inc., a Delaware C Corporation headquartered in San Diego, California has developed proprietary IP to include patent-pending technology and trade secret processes for evaluating, vetting, and implementing successful AI-driven change transformations. Structured data (data that is organized in a standardized format readily accessible by both humans and computers) accounts for just 20% of the total data available to an organization (MIT). Indr’s TMPplatform supplies the missing unstructured data (defined as information that does not follow a predetermined structure or data model). This unstructured data includes knowledge of process workarounds, corporate history, unwritten rules of company culture, and workforce sentiment that are together referred to as Tribal Knowledge. This Tribal Knowledge is not readily available to the market and includes valuable information from the internal ranks of an organization that is highly useful in transformations and technology adoption. Accessing this unstructured data fills the missing 80% of the data construct and allows organizations true insight from a human stakeholder perspective for decision-making.

2) Security Description - Series A-1 Preferred Stock

Security Description: Series A-1 Preferred Stock into Indr, Inc., a Delaware C Corporation that is based in San Diego, California.

Offering Amount: Up to $15,000,000 of Series A-1 Preferred Stock (the “Senior Preferred”) is being offered at a pre-money valuation of $40,000,000. The post-money valuation is $69,000,000 and is based on the following: Indr raised $12,985,729 in the prior Series A round (the “Junior Preferred”) which has been closed, and an estimated $1,000,000 in debt will be converted into Common Stock. Except for the Liquidation Preference behind the Senior Preferred the Junior Preferred investors will have similar terms and rights as the Series A1 Preferred investors (together the” Preferred investors”). As of the end of Q1 2025, and in addition to the Junior Preferred capital that was closed, the Company raised an additional $1,800,000 in Convertible Promissory Notes and $550,000 from direct investment that has the option to convert into the Senior Preferred. The Company expects that 85% of these Notes will be converted into the Senior Preferred. As an incentive to the early investors in the Series A-1 Preferred Offering, Indr is granting 20% Warrant coverage on the first $3,000,000 of new capital invested in Convertible Promissory Notes that will convert into the Senior Preferred.

Seniority: The Senior Preferred investors are senior to the Junior Preferred investors and Common shareholders in liquidation preference. The Junior Preferred investors are senior to the Common shareholders in liquidation preference.

Liquidation Preference: Upon a liquidity event, proceeds shall be distributed per the following:

• First a (1X) liquidation preference on the original purchase price plus any accrued dividends plus any declared and unpaid dividends on each of the Senior Preferred Shares (the “Series A-1 Liquidation Preference”) (or, if greater the amount that the Series A-1 Preferred would receive on an as converted basis).
• Next a (1X) liquidation preference on the original purchase price liquidation preference plus any accrued dividends plus any declared and unpaid dividends on each of the Junior Preferred Shares (the “Series A Liquidation Preference”) (or, if greater the amount that the Series A Preferred would receive on an as converted basis).
• Payment to the Common stockholders on a pro-rata basis.

Optional Conversion: The Senior Preferred investors can convert to Common Stock at their election at any time.

Preemptive Rights: The Senior Preferred investors have pro rata preemptive rights.

Other Rights: The Senior Preferred investors have customary “demand”, “piggyback”, and S3 registration rights as well as customary information rights as part of this Offering.

3) Purpose of Financing

Indr will use the capital invested to accomplish the following:

Further develop its intellectual property: Currently Indr has a provisional U.S. patent filed and has registered an international PCT filing. The Company has a robust IP roadmap that shows additional patents to be filed including Agentic AI, and other amendments registered for the current IP.

Build its SaaS licensing strategy for the HP businesses ecosystem: Indr has an executed contract with HP and the rollout schedule is as follows:

HP’s Managed Print Service (MPS) business has a planned roll-out for Q3 2025.

HP’s Managed Solutions unit’s targeted start is in Q3 2025.

HP Public Sector Group (large government contracts) expects to be in the market Q1 2026.

Build its SaaS licensing strategy for Ricoh, Xerox, SAP, and other large corporate clients:

Ricoh, through its “Spaces” platform has a projected roll out for Q3 2025.

Xerox, through its Digital Transformation Team has a targeted start for Q3 2025.

SAP, through its Professional Services and Signavio Teams plan to have Indr in their workflow systems by Q2 2026.

Build SaaS direct sales market verticals and enhance customer support infrastructure: Indr understands that in addition to the white-label strategy for larger customers, the Company needs a robust direct sales program of which the first market verticals are middle market companies and clients in the public sector. The Company is currently under diligence with several of these players.

Working capital/general corporate purposes according to the Company’s plan of record at the time of closing: The Indr financial model in the Carofin electronic data room has a detailed use of funds for years one through three, and broad projections for the business plan in years four and five.

Pay any fees and expenses associated with this Offering: These costs are stated in the Security section of this document and are reflected in the financial model located in the electronic data room.

4) Repayment

Dividends: Indr is a technology growth company that plans to reinvest its capital into scaling the business, so currently there is no dividend plan in place. However, if dividends are approved in the future, the Senior Preferred investors will receive any approved dividends on a pro rata basis and pari-passu with the Common stockholders.

Capital Gains: Management will actively seek to maximize Indr’s enterprise value for all shareholders through a sale, merger, or IPO when strategically beneficial.

5) Investment Risks

Customer Adoption: Indr’s business is in its early stages, and there is no guarantee that the company will survive and continue to grow.

Development: Indr may not fully meet all the functional goals of Its product.

Scalability: Introducing a new disruptive product into an unserved/underserved market environment is challenging as it requires long sales cycles and substantial oversight, any of which may impede growth.

Need for Additional Capital: Early-stage companies often underestimate the cost of scaling their operations and Indr may need more capital to execute its business plan and if unable to do so, the Company would be negatively impacted up to the point of bankruptcy.

AN INVESTMENT IN THE INDR INC., A-1 PREFERRED STOCK IS SPECULATIVE AND IS SUITABLE ONLY FOR PERSONS OF SUBSTANTIAL FINANCIAL MEANS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT AND HAVE NO NEED FOR LIQUIDITY IN THIS INVESTMENT. RETURNS CANNOT BE GUARANTEED.

PLATFORM CREDIBILITY & ENTERPRISE READINESS

Built by Transformation Professionals, for Transformation Professionals

Indr wasn’t built in a lab, rather it was built on the front lines of transformation. The TMP platform was originally created by experts whose job was to lead complex organizational change within diverse groups. They understood the problem because they lived through it, and they ultimately learned the playbook because they wrote it. The techniques embedded in Indr’s TMP were designed and refined over years of working with large institutions where traditional consulting methods were too slow, too expensive, and/or too disconnected from actual execution. The result was a platform that delivered clarity, buy-in, and fast measurable results. From its earliest versions, the TMP showed immediate value, and that was the value proposition seen by many of the first adopters that included; European Development Bank, UK Planning Inspectorate, UK Food Standards Agency, and TMF Group.

Enterprise Grade from the Start

What started as a practitioner’s tool has now been tested and scaled into a platform trusted by Fortune 100 buyers and has accomplished significant milestones to include:

• Successfully completing 21 months of due diligence with HP Inc., that turned into a signed master agreement and launched as a white-labeled in HPIX™
• Indr’s TMP is fully SOC 2 Type II and GDPR compliant
• Indr is actively pursuing FedRAMP certification for U.S. federal public sector readiness
• Indr’s TMP runs securely in multi-tenant or white-labeled environments, with enterprise performance, privacy, and control

Not Just Data—Insight That Drives Results

Indr’s TMP captures what most systems miss, which is not just the structured process data, but real-world input from the people who live the change. The result is a full 360-degree view model that surfaces friction early, highlights what needs to be solved, and gets teams aligned around the best path forward. This combination of operational data and stakeholder insight is what makes Indr’s TMP uniquely effective as it does not stop with visibility alone but also combines human insight with AI for successful execution of the plan.

Partner-Driven Expansion

Currently Indr’s TMP is either live or in a pilot with some of the world’s most respected enterprise partners to include:

• HP Inc. through their global rollout via Workforce Solutions, Managed Print Solutions (MPS), Public Sector, and Services groups
• Ricoh through integration into their “Spaces” platform, with alignment to CEO strategy and M&A discussion.
• Indr has initiated new discussions at VP or CXO level with systems integration, technology and SaaS Solution providers for both direct and resell opportunities:
• Avanade – engaging with the Avanade Advisory Services team
• IBM – In initial discussion with the Consulting and Software Resale teams
• Ivalua – initial engagement with their customer success / professional services teams
• Kinaxis – Identification of 2 – 3 Kinaxis resale partners to trial the TMP

The Series A-1 Preferred Offering is a discounted round: The HP vetting process took more time than originally anticipated, which increased the amount of capital required to meet deliverables. This event put Indr in a tight cash position during the Series A Preferred Offering timeframe which caused it to stall. Several of the existing investors agreed to continue funding the Company through a series of Convertible Promissory Notes until a new Series A-1 Preferred Offering was completed. This Offering is the Series A-1 Preferred Offering and has a discounted premoney valuation of $40,000,000 (reduced by $20,000,000 from the original Series A Preferred premoney valuation of $60,000,000). As an incentive to early investors, Indr is granting 20% Warrant coverage on the first $3,000,000 of new money into Convertible Promissory Notes that will convert into the Series A-1 Preferred Offering.

Indr’s projected business plan is robust: Based on the contracts in place, along with the full investment of the Series A-1 Preferred Offering, the Indr management team projects that the Company will have enough resources to be positive in cash-flow by Q4 in 2026 and well into scaling the business by Q4 2027.

There is no guarantee that Indr can achieve these results, and this risk along with others is stated in the Risk heading in the Security section of this document.

SaaS companies trade at attractive multiples: Exit multiples for SaaS businesses tend to be in the 8-10X range based on Annual Recurring Revenue (ARR), which equates to active seats (number of users) times the annual revenue per seat. However, Indr may be seen as unique in the market due to the global systemic impact of AI, the opportunity to incorporate Agentic AI into the TMP, and the importance of harnessing unstructured data. These issues, when combined with the lack of viable alternatives, potentially put Indr in a group of companies that have received a higher level of multiple, from the range stated up to 30X ARR¹.

¹Examples include Slack (26X ARR exit multiple) and OpenAI with a 61.5X ARR valuation. On average, AI early-stage companies are valued at 40.6X ARR. (Aventis Advisors, Forbes, Finro Financial Consulting)

THIS HIGHER MULTIPLE IS IN NO WAY GUARANTEED FOR INDR AND IS PRESENTED ONLY AS AN EXAMPLE OF THEN DIVERSE RANGE OF VALUATIONS IN THE TECHNOLOGY INDUSTRY.

HISTORY

Indr was founded by transformation professionals, for transformation professionals. The original platform was developed by Jan Joubert and Tim Hanley, co-founders of Rainmaker Solutions, a UK-based consultancy specializing in digital transformation for large enterprises.

In their work with clients, they saw a recurring problem: most transformation tools failed to capture the real insight needed for success. The challenge wasn’t just technical—it was human. Valuable context and feedback from those closest to the work was being missed or lost in the process.

To solve this, they built the first version of the platform originally called Wemvula as an internal competitive advantage. It helped Rainmaker deliver faster, more effective outcomes. Clients saw so much value that they asked to license the tool directly, worried they’d lose access once the consulting engagement ended. That demand led to the creation of Indr Inc., with a vision to scale what had worked inside client engagements into a full platform that could be used by transformation professionals everywhere.

THE TRANSFORMATION MANAGEMENT PLATFORM (TMP)

The Indr Transformation Management Platform (TMP) is a modular, AI-assisted system of record for change. It enables organizations to define, model, and track transformation initiatives whether across the entire enterprise or within a single business unit. Indr combines proven methodologies with proprietary AI to support every stage of change:

• Discovery: captures insight from stakeholders
• Mapping: visualizes friction points and workflows
• Evaluation: builds business cases and model ROI
• Tracking: monitors execution and sentiment in real time

Thus, in the end Indr’s TMP replaced what was once done manually through interviews, whiteboards, and static reports with an automated, structured, and continuous improvement process. Indr’s TMP empowers organizations to move through change faster, more accurately, and with less cost.

MODULAR FUNCTIONALITY OVERVIEW

1 - Discover

Indr’s TMP uses AI and clustering to collect and analyze insights from employees, customers, and partners. The platform then captures pain points, unmet needs, and stakeholder sentiment, thereby turning unstructured input into structured personas with blueprints that clarify where and why action is needed.

2 - Evaluation

Indr’s TMP helps teams move from insight to intelligent solutions. The platform generates business cases and feasibility analyses, that model cost, timeline, impact, and strategic alignment. After which options are ranked and visualized to support fast, informed decision-making.

3 - Execution Tracking

Indr’s TMP tracks how change is landing throughout the organization with dashboards that show progress, adoption, engagement, and outcomes with metrics in real time. This allows organizations to make course corrections early, before needless cost, and effort is wasted, or confidence erodes.

A SYSTEM OF RECORD FOR CHANGE

Indr’s TMP becomes the transformation memory of the organization. All inputs, feedback, roadmaps, and outcomes are recorded and made reusable, thereby turning one-off initiatives into a strategic advantage. New features currently in development will expand the platform’s role in execution enablement, including AI use case tracking, milestone modeling, and user sentiment analytics. Indr sees the future of its TMP to be like a CRM for transformation—a persistent, intelligent layer that helps organizations not only manage change, but get better at it every time.

Indr Provisional Patent Filing for the AI-Driven Process

PCT/US23/71100: "METHODS AND APPARATUS FOR ENSEMBLE MACHINE LEARNING MODELS AND NATURAL LANGUAGE PROCESSING FOR PREDICTING PERSONA BASED ON INPUT PATTERNS"

Indr utilizes machine learning techniques and large language models (LLMs) to interpret large quantities of unstructured data to develop personas of segments of users. The TMP then provides a comprehensive, end-to-end roadmap for discovering, evaluating, and implementing technology to drive transformations that can be customized to achieve specific goals such as discovery or implementation as the software is modular. Modules can be activated and deactivated, opening up the possibility of independently offering modules to support various verticals, use cases and licensing models in the future.

Indr Go-to-Market Strategy

Indr is focused on an ecosystem-led growth model, like the approach of category-creating innovators like Salesforce, Inc. and Celonis SE. To accelerate and scale this ecosystem-led growth model, the Company will simultaneously run a limited and strategic direct sales model along with the large enterprise roll out. Early direct sales enable Indr to rapidly refine use cases to ensure market fit and generate social proof that will accelerate deals with enterprise partners. By generating early direct sales and leveraging those to drive ecosystem-led growth, Indr plans to rapidly achieve scale while identifying future opportunities for licensing agreements and future mergers or acquisitions. Indr can form several types of partnerships to expand its reach, drive growth, and enhance product offerings.

Go-To-Market Motion: Ecosystem-Led Growth

The cornerstone of Indr’s Go-to-Market (GTM) strategy is its ecosystem-led approach. By aligning with well-established industry players, Indr leverages the trust of larger partners and drives significant value from partner integrations and partnerships, specifically targeting:

• HP: Leveraging HP's extensive customer base and global reach to accelerate customer acquisition.

• Rainmaker: Leveraging UK public sector relationships and collaborating with Rainmaker for sales enablement and pipeline development.

• Prospective Partners: Identifying additional ecosystem partners that can enhance Indr’s market presence and product offerings.

License Types

Indr offers a monthly SaaS subscription to direct customers, typically paid upfront annually. Indr offers the following license options to partners:

• Integration partners: These partners integrate their software or services with the Indr SaaS platform to create a seamless user experience or provide added functionality. Examples include API partnerships or integrations with complementary tools like CRM systems, data analytics platforms, or payment processors.

• Licensing partners: These partners license the Indr SaaS product or components of it and then offer it under their own brand within their portfolio of services. This allows Indr to generate revenue through licensing fees while expanding its market reach. HP is included in this category.

• Resellers: Reseller partners sell the Indr platform on behalf of Indr, often bundling it with other solutions. They may manage sales, distribution, and customer relationships, allowing Indr to scale its sales efforts without building an internal sales force.

• Referral partners: Referral partners neither handle sales, distribution, nor own the end customer relationship. They provide a customer referral to Indr and receive a commission.

Three-Year Business Plan

Year 1 (2025): Direct sales focus with continual validation of AI product-market fit (PMF)

Objective: Build a solid foundation for product value, demand, and early partnerships while working towards generating a $1M monthly ARR through a combination of direct sales, selling to HP, and other partner-generated revenue:

Product & Market Validation: Focus on refining the product's value proposition and roadmap to continually validate PMF around transformation use cases. Collect direct feedback from customers to continually validate use cases and prioritize development resources. Build the value delivery playbook and generate case studies to drive partner deals.

• Leverage Public Sector: Prioritize selling into the public sector, which offers strong proof of value, with quicker wins and fewer barriers than traditional enterprise sales.

• Strategic Direct Sales: Generate initial traction, targeting $1M per month in ARR within 18 months. Leverage case studies of initial customers to pitch to partners with similar customers/use cases.

• Community & Awareness Building: Foster relationships with customers and stakeholders by building a community. Simultaneously raise brand awareness by developing AI case studies/playbooks based on customer case studies.

• Ecosystem Development: Begin the ecosystem expansion by adding two new partners in the first 90 days and three additional partners over the next 180 days. Establish partnerships with key adjacent software providers.

Key Milestones:

• $0.5M in monthly run-rate ARR
• 5 case studies from referenceable customers
• 5 new ecosystem partners
• Value delivery playbook with strong product positioning and marketing established

Year 2: (2026) Targeted Direct Sales & Expanded Ecosystem-Led Growth and build out the Agentic AI

Objective: Shift to scaling through ecosystem partners while still using direct sales strategically:

• Pivot to Partner-Led Growth: Expand sales through ecosystem partners, reducing direct sales as the primary motion.

• Licensing & Strategic Partnerships: License Indr’s technology and solutions to different partners. This will enable product distribution through more channels and provide diversified revenue streams.

• Vertical-Specific Focus: Begin refining the product for specific vertical industries, identifying high potential sectors where Indr’s solutions can drive the most value.

• Product Integration: Focus on integrating Indr’s solutions with adjacent platforms that leverage structured data, enhance the overall product offering and extend customer reach.

• Consulting & Licensing: Explore consulting engagements and licensing of product components to partners, enabling partners to customize and deliver value in niche areas.

Key Milestones:

• Transition from direct sales to partner-led sales, with 50-60% of revenue generated from ecosystem partners
• $1.0M in monthly run rate ARR
• Partnerships in key vertical industries
• Successful product integrations with adjacent solutions
• Partner sales and marketing playbooks
• Rich Agentic AI experience

Year 3: (2027) Primarily Ecosystem-Led Growth with Reduced Direct Sales

Objective: Achieve significant scale with most of the revenue generated by the ecosystem partners, while keeping direct sales at 20-25% of total revenue.

• Ecosystem-Led Focus: By the third year, ecosystem partners should account for 75-80% of revenue, with direct sales contributing to no more than 20-25%.

• Partner-led Sales: This sales initiative will be the primary growth driver for leveraging integration and licensing agreements.

• Licensing Models at Scale: Continue to scale licensing agreements with new partners, focusing on expanding reach across industries and geographies.

• Refine Vertical Solutions: Fully develop industry-specific solutions for key verticals identified in Year 2. These specialized offerings will be sold primarily through partners.

• Strategic Direct Sales: Keep direct sales efforts targeted at strategic customers or use cases, focusing on areas where partner sales may not be as effective. This hedges against potential challenges in partner expansion and ensures sustained revenue growth.

Key Milestones:

• 75-80% of total revenue generated from ecosystem partners
• Direct sales accounting for 20 - 25% of total revenue
• Ecosystem partner network significantly expanded, with strong industry specific solutions and global reach
• Rocketship growth playbook

Summary
Execution of this three-year plan will enable Indr to balance direct sales and ecosystem-led growth effectively. By Year 3, Indr plans to achieve sustainable growth, predominantly driven by ecosystem partners, and targeted direct sales will remain a smaller but strategic component of the overall revenue mix. This staged approach allows for scalability, flexibility, and diversified revenue sources.

Pricing
Indr offers tiered pricing for subscriptions based on the size of the organization, with an included number of platform users, projects, and participants. Additional users, projects, and participants can be purchased separately. Customer billing is primarily anticipated to be an annual upfront license purchase with some customers electing quarterly invoices. The typical ACV of a large enterprise customer will be in the $100,000 range.

Product mix
The Indr software platform is modular, enabling the entire solution to be licensed, or specific modules to be licensed separately. There are currently three modules: Discovery, Evaluation and Implementation. The software platform licenses include a set amount of training and customer success hours, and additional hours can be purchased as needed.

Market
Indr is creating a new product category to solve transformation challenges. As such, there are no direct competitors. Currently, companies are using a divergent set of tools to solve transformation challenges. Indr provides a single, purpose-built tool for transformation.

Indr’s unique competitive advantages include:

• Identifying all transformation stakeholders via a network effect. Each participant is asked to identify other stakeholders, so a comprehensive stakeholder map is created in a fraction of the time of traditional, manual discovery processes.
• AI-enabled guidance to ask stakeholders the right questions.
• Leveraging tribal knowledge of process workarounds, company and team structures, political realities, and workforce sentiment then turning that into structured data to accelerate transformations.
• Creating a transformation system of records, so that decisions and project execution can be tracked and measured.

This three-year business plan is memorialized in the Indr financial model located in the electronic data room.

The financial projections herein reflect the Company’s best-estimated forecasts and are not guaranteed to be accurate. The timing of performance is estimated post-funding. These figures are forward-looking statements and reflect the Company’s views about various future events or expectations. These figures and assumptions are subject to known and unknown risks, uncertainties and other factors and assumptions which may cause the Company’s actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by this forward-looking financial projection. Please see the note regarding forward-looking statements. A full version of this pro-forma financial model is available in the electronic data room or through carofin.com.

Indr Long-term Financial Model Assumptions

Revenue

• HP
  • HP provides a solid foundation that is later built upon by 5 or more other large enterprise partners who can sell in and through their own massive ecosystems.
  • HP revenue based on general, high-level customer orientated GTM guidance provided by HP but significantly reduced in the model for conservative modeling purposes and to account for ramping up of all Indr related enterprise sales functions within HP.
  • HP sales built upon foundation from their top 2,000 customer base of which ~80% have >10k employees per organization per the HP team.
  • This is augmented in later years but additional significant revenue opportunities within the recently created Workforce Solutions group (WEX) and the HP indirect Channel ecosystem.
  • Initial Year 1 and Year 2 revenue are based primarily on:
    • Renewals of 1,100 top customers over 5 years (220 year):
    • Up to 220 annual renewals will be offered 90+ day pre-sales paid proof of concepts trials (POCs) converting into 12-month contracts at 15%-20% rate increasing over time to ~50%
    • The new logo/competitive bidding for top 900 previous or new customers on an annual basis was modeled with ~3% win rate increasing to 11% over the forecast period to reflect increasing HP resource and organizational expertise in selling motion.
  • In addition to the above HPs revenue growth is further augmented by initiating sales into its vast distribution Channel network with over 80% of its customer base. Initial revenue starting H2 2025 which may be licensing of the product individually or as in conjunction with WEX related offerings.
  • PC-related sales, which represent a whole new type of opportunity, are not even modeled but have been studied and could be combined with WEX related sales or potential per device attachments.

Revenue beyond HP

• Direct

  • Direct sales are anticipated to contribute to the revenue growth from the initial stages as an independent revenue category catalyst for additional partner growth as additional validation of the platform and GTM strategy emerges.
  • Direct sales will initially be focused on mid-market enterprises with the range to service smaller entities where strategically beneficial - i.e., certain industries or use cases with synergistic potential for Indr's overall sales goals.
  • Short term proof of concept approaches similar to HP will be utilized to allow companies to understand the new category of product and evaluate value while the sales team prepares the business for a final sale. Indr anticipates this sales cycle to be quicker than HP's or that of other large enterprise distributor partners.

• Additional Partners (Indirect)

  • Non-HP sales start with 2 partners added in the first 12-15 months with 4 successive partners approximately every 6 months based on market interest from current sales activity and longer enterprise sales cycles. Sales activity with these partners begins 12+ months in advance.
  • First partner revenue starting mid to late Q3 2025 then adding through December 2027 to show managed growth while the possibility of adding new partners sooner exists.
  • Partner revenue growth is in line with general assumptions for HP, Ricoh, Xerox, and SAP but with likely shorter trial and sales cycle periods.

Pro Forma Financials

Indr Pro Forma Cap Table

Indr, Inc.
Capitalization Table
Pro Forma Summary
Series A-1 Current

For value received Indr, Inc., a Delaware corporation (the “Company”), promises to pay to the undersigned holder or such party’s assigns (the “Holder”) the principal amount set forth above with simple interest on the outstanding principal amount at the rate of 8% per annum. Interest shall commence with the date hereof and shall continue on the outstanding principal amount until paid in full or converted. Interest shall be computed on the basis of a year of 365 days for the actual number of days elapsed. All unpaid interest and principal shall be due and payable upon request of the Majority Holders on or after December 31, 2026 (the “Maturity Date”).

1) Basic Terms.

a) Series of Notes. This convertible promissory note (the “Note”) is issued as part of a series of notes designated by the Note Series above (collectively, the “Notes”), and having an aggregate principal amount not to exceed $3,200,000 and issued in a series of multiple closings to certain persons and entities (collectively, the “Holders”). The Company shall maintain a ledger of all Holders.

b) Payments. All payments of interest and principal shall be in lawful money of the United States of America and shall be made pro rata among all Holders. All payments shall be applied first to accrued interest, and thereafter to principal.

c) Prepayment. The Company may not prepay this Note without the consent of the Holders of a majority of the outstanding principal amount of the Notes (the “Majority Holders”).

2. Conversion and Repayment.

a) Conversion upon a Qualified Financing. In the event that the Company (i) issues and sells shares of its preferred stock to investors (the “Investors”) while this Note remains outstanding in an equity financing with total proceeds to the Company of not less than $3,000,000 (excluding the conversion of the Notes or other convertible securities issued for capital raising purposes (e.g., Simple Agreements for Future Equity)) (ii) issues minimum of $10,000,000 in long term (more than 5 years) aggregate debt, or (iii) issues at least $3,000,000 of Notes (each a “Qualified Financing”), then the outstanding principal amount of this Note and any unpaid accrued interest shall automatically convert in whole without any further action by the Holder into, in the event of a Qualified Financing described in (i) above, preferred stock sold in the Qualified Financing at a conversion price per share equal to the cash price paid per share for preferred stock by the Investors in the Qualified Financing, provided that the pre-money valuation for such calculation shall not exceed $40,000,000, or, in the event of a Qualified Financing described in (ii) or (iii) above, preferred stock on terms reasonably agreeable to the Majority Holders based on a pre-money valuation of $40,000,000. In the event of a Qualified Financing described in (i) above, the issuance of preferred stock pursuant to the conversion of this Note shall be upon and subject to the same terms and conditions applicable to preferred stock sold in the Qualified Financing. The first $3,000,000 of purchased Notes shall receive warrants equaling 20% of the Company’s fully diluted, as-converted capitalization (including the conversion of the Notes) based on a pre-money valuation of $40,000,000.

b) Optional Conversion at non-Qualified Financing. In the event the Company consummates, while this Note remains outstanding, an equity financing pursuant to which it sells its equity securities in a transaction for capital raising purposes that does not constitute a Qualified Financing, then the Holder shall have the option to treat such equity financing as a Qualified Financing on the same terms set forth herein and thereby convert the outstanding principal amount of this Note and any unpaid accrued interest into the equity securities issued in such equity financing on the same terms and conditions as would otherwise apply to conversion of this Note into shares of preferred stock in a Qualified Financing.

c) Change of Control. If the Company consummates a Change of Control (as defined below) while this Note remains outstanding, the Company shall repay the Holder in cash in an amount equal to the outstanding principal amount of this Note plus any unpaid accrued interest on the original principal; provided, however, that upon the written election of the Holder made not less than 5 days prior to the Change of Control, the Company shall convert the outstanding principal balance of this Note and any unpaid accrued interest into shares of the Company’s common stock at a conversion price per share equal to the quotient resulting from dividing $40,000,000 by the number of outstanding shares of common stock of the Company immediately prior to the Change of Control (assuming conversion of all securities convertible into common stock and exercise of all outstanding options and warrants, but excluding the shares of equity securities of the Company issuable upon the conversion of Notes or other convertible securities issued for capital raising purposes (e.g., Simple Agreements for Future Equity)). For purposes of this Note, a “Change of Control” means (i) a consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in which the shares of capital stock of the Company immediately prior to such consolidation, merger or reorganization continue to represent a majority of the voting power of the surviving entity immediately after such consolidation, merger or reorganization; (ii) any transaction or series of related transactions to which the Company is a party in which in excess of 50% of the Company’s voting power is transferred; or (iii) the sale or transfer of all or substantially all of the Company’s assets, or the exclusive license of all or substantially all of the Company’s material intellectual property; provided that a Change of Control shall not include any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Company or any successor, indebtedness of the Company is cancelled or converted or a combination thereof. The Company shall give the Holder notice of a Change of Control not less than 10 days prior to the anticipated date of consummation of the Change of Control. Any repayment pursuant to this paragraph in connection with a Change of Control shall be subject to any required tax withholdings and may be made by the Company (or any party to such Change of Control or its agent) following the Change of Control in connection with payment procedures established in connection with such Change of Control.

d) Procedure for Conversion. In connection with any conversion of this Note into capital stock, the Holder shall surrender this Note to the Company and deliver to the Company any documentation reasonably required by the Company (including, in the case of a Qualified Financing, all financing documents executed by the Investors in connection with such Qualified Financing). The Company shall not be required to issue or deliver the capital stock into which this Note may convert until the Holder has surrendered this Note to the Company and delivered to the Company any such documentation. Upon the conversion of this Note into capital stock pursuant to the terms hereof, in lieu of any fractional shares to which the Holder would otherwise be entitled, the Company shall pay the Holder cash equal to such fraction multiplied by the price at which this Note converts.

e) Interest Accrual. If a Change of Control or Qualified Financing is consummated, all interest on this Note shall be deemed to have stopped accruing as of a date selected by the Company that is up to 10 days prior to the signing of the definitive agreement for the Change of Control or Qualified Financing.

3. Representations and Warranties.

a) Representations and Warranties of the Company. The Company hereby represents and warrants to the Holder as of the date the first Note was issued as follows:

i) Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business (a “Material Adverse Effect”).

ii) Corporate Power. The Company has all requisite corporate power to issue this Note and to carry out and perform its obligations under this Note. The Company’s Board of Directors (the “Board”) has approved the issuance of this Note based upon a reasonable belief that the issuance of this Note is appropriate for the Company after reasonable inquiry concerning the Company’s financing objectives and financial situation.

iii) Authorization. All corporate action on the part of the Company, the Board and the Company’s stockholders necessary for the issuance and delivery of this Note has been taken. This Note constitutes a valid and binding obligation of the Company enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors and, with respect to rights to indemnity, subject to federal and state securities laws. Any securities issued upon conversion of this Note (the “Conversion Securities”), when issued in compliance with the provisions of this Note, will be validly issued, fully paid, nonassessable, free of any liens or encumbrances and issued in compliance with all applicable federal and securities laws.

iv) Governmental Consents. All consents, approvals, orders or authorizations of, or registrations, qualifications, designations, declarations or filings with, any governmental authority required on the part of the Company in connection with issuance of this Note has been obtained.

v) Compliance with Laws. To its knowledge, the Company is not in violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties, which violation of which would have a Material Adverse Effect.

vi) Compliance with Other Instruments. The Company is not in violation or default of any term of its certificate of incorporation or bylaws, or of any provision of any mortgage, indenture or contract to which it is a party and by which it is bound or of any judgment, decree, order or writ, other than such violation(s) that would not have a Material Adverse Effect. The execution, delivery and performance of this Note will not result in any such violation or be in conflict with, or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument, judgment, decree, order or writ or an event that results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties. Without limiting the foregoing, the Company has obtained all waivers reasonably necessary with respect to any preemptive rights, rights of first refusal or similar rights, including any notice or offering periods provided for as part of any such rights, in order for the Company to consummate the transactions contemplated hereunder without any third party obtaining any rights to cause the Company to offer or issue any securities of the Company as a result of the consummation of the transactions contemplated hereunder.

vii) No “Bad Actor” Disqualification. The Company has exercised reasonable care to determine whether any Company Covered Person (as defined below) is subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through (viii), as modified by Rules 506(d)(2) and (d)(3), under the Act (“Disqualification Events”). To the Company’s knowledge, no Company Covered Person is subject to a Disqualification Event. The Company has complied, to the extent required, with any disclosure obligations under Rule 506(e) under the Act. For purposes of this Note, “Company Covered Persons” are those persons specified in Rule 506(d)(1) under the Act; provided, however, that Company Covered Persons do not include (A) any Holder, or (B) any person or entity that is deemed to be an affiliated issuer of the Company solely as a result of the relationship between the Company and any Holder.

viii) Offering. Assuming the accuracy of the representations and warranties of the Holder contained in subsection (b) below, the offer, issue and sale of this Note and the Conversion Securities (collectively, the “Securities”) are and will be exempt from the registration and prospectus delivery requirements of the Act, and have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws.

ix) Use of Proceeds. The Company shall use the proceeds of this Note solely for the operations of itps business, and not for any personal, family or household purpose.

b) Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Company as of the date hereof as follows:

i) Purchase for Own Account. The Holder is acquiring the Securities solely for the Holder’s own account and beneficial interest for investment and not for sale or with a view to distribution of the Securities or any part thereof, has no present intention of selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the same, and does not presently have reason to anticipate a change in such intention.

ii) Information and Sophistication. Without lessening or obviating the representations and warranties of the Company set forth in subsection (a) above, the Holder hereby: (A) acknowledges that the Holder has received all the information the Holder has requested from the Company and the Holder considers necessary or appropriate for deciding whether to acquire the Securities, (B) represents that the Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Securities and to obtain any additional information necessary to verify the accuracy of the information given the Holder and (C) further represents that the Holder has such knowledge and experience in financial and business matters that the Holder is capable of evaluating the merits and risk of this investment.

iii) Ability to Bear Economic Risk. The Holder acknowledges that investment in the Securities involves a high degree of risk, and represents that the Holder is able, without materially impairing the Holder’s financial condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of the Holder’s investment.

iv) Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder further agrees not to make any disposition of all or any portion of the Securities unless and until:

(1) There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or

(2) The Holder shall have notified the Company of the proposed disposition and furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act, except in unusual circumstances.

(3) Notwithstanding the provisions of paragraphs (1) and (2) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder to a partner (or retired partner) or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders hereunder.

v) Accredited Investor Status. The Holder is an “accredited investor” as such term is defined in Rule 501 under the Act.

vi) No “Bad Actor” Disqualification. The Holder represents and warrants that neither (A) the Holder nor (B) any entity that controls the Holder or is under the control of, or under common control with, the Holder, is subject to any Disqualification Event, except for Disqualification Events covered by Rule 506(d)(2)(ii) or (iii) or (d)(3) under the Act and disclosed in writing in reasonable detail to the Company. The Holder represents that the Holder has exercised reasonable care to determine the accuracy of the representation made by the Holder in this paragraph and agrees to notify the Company if the Holder becomes aware of any fact that makes the representation given by the Holder hereunder inaccurate

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

viii) Forward-Looking Statements. With respect to any forecasts, projections of results and other forward-looking statements and information provided to the Holder, the Holder acknowledges that such statements were prepared based upon assumptions deemed reasonable by the Company at the time of preparation. There is no assurance that such statements will prove accurate, and the Company has no obligation to update such statements.

4. Events of Default.

a) If there shall be any Event of Default (as defined below) hereunder, at the option and upon the declaration of the Majority Holders and upon written notice to the Company (which election and notice shall not be required in the case of an Event of Default under subsection (ii) or (iii) below), this Note shall accelerate and all principal and unpaid accrued interest shall become due and payable. The occurrence of any one or more of the following shall constitute an “Event of Default”:

i) The Company fails to pay timely any of the principal amount due under this Note on the date the same becomes due and payable or any unpaid accrued interest or other amounts due under this Note on the date the same becomes due and payable;

ii) The Company files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing; or

iii) An involuntary petition is filed against the Company (unless such petition is dismissed or discharged within 60 days under any bankruptcy statute now or hereafter in effect, or a custodian, receiver, trustee or assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of the Company).

b) In the event of any Event of Default hereunder, the Company shall pay all reasonable attorneys’ fees and court costs incurred by the Holder in enforcing and collecting this Note.

5. Miscellaneous Provisions.

a) Waivers. The Company hereby waives demand, notice, presentment, protest, and notice of dishonor.

b) Further Assurances. The Holder agrees and covenants that at any time and from time to time the Holder will promptly execute and deliver to the Company such further instruments and documents and take such further action as the Company may reasonably require in order to carry out the full intent and purpose of this Note and to comply with state or federal securities laws or other regulatory approvals.

c) Transfers of Notes. This Note may be transferred only upon its surrender to the Company for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in a form satisfactory to the Company. Thereupon, this Note shall be reissued to, and registered in the name of, the transferee, or a new Note for like principal amount and interest shall be issued to, and registered in the name of, the transferee. Interest and principal shall be paid solely to the registered holder of this Note. Such payment shall constitute full discharge of the Company’s obligation to pay such interest and principal.

d) Market Standoff. To the extent requested by the Company or an underwriter of securities of the Company, each Holder and any permitted transferee thereof shall not, without the prior written consent of the managing underwriters in the IPO (as hereafter defined), offer, sell, make any short sale of, grant or sell any option for the purchase of, lend, pledge, otherwise transfer or dispose of (directly or indirectly), enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership (whether any such transaction is described above or is to be settled by delivery of Securities or other securities, in cash, or otherwise), any Securities or other shares of stock of the Company then owned by such Holder or any transferee thereof, or enter into an agreement to do any of the foregoing, for up to 180 days following the effective date of the registration statement of the initial public offering of the Company (the “IPO”) filed under the Securities Act. For purposes of this paragraph, “Company” includes any wholly owned subsidiary of the Company into which the Company merges or consolidates. The Company may place restrictive legends on the certificates representing the shares subject to this paragraph and may impose stop transfer instructions with respect to the Securities and such other shares of stock of each Holder and any transferee thereof (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Each Holder and any transferee thereof shall enter into any agreement reasonably required by the underwriters to the IPO to implement the foregoing within any reasonable timeframe so requested. The underwriters for any IPO are intended for third party beneficiaries of this paragraph and shall have the right, power and authority to enforce the provisions of this paragraph as though they were parties hereto. The provisions of this paragraph shall survive any conversion and/or repayment of this Note.

e) Amendment and Waiver. Any term of this Note may be amended or waived with the written consent of the Company and the Holder. In addition, any term of this Note may be amended or waived with the written consent of the Company and the Majority Holders. Upon the effectuation of such waiver or amendment with the consent of the Majority Holders in conformance with this paragraph, such amendment or waiver shall be effective as to, and binding against the holders of, all of the Notes, and the Company shall promptly give written notice thereof to the Holder if the Holder has not previously consented to such amendment or waiver in writing; provided that the failure to give such notice shall not affect the validity of such amendment or waiver.

f) Governing Law. This Note shall be governed by and construed under the laws of the State of Delaware, as applied to agreements among Delaware residents, made and to be performed entirely within the State of Delaware, without giving effect to conflicts of laws principles.

g) Binding Agreement. The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Note, expressed or implied, is intended to confer upon any third party any rights, remedies, obligations or liabilities under or by reason of this Note, except as expressly provided in this Note

h) Counterparts; Manner of Delivery. This Note may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

i) Titles and Subtitles. The titles and subtitles used in this Note are used for convenience only and are not to be considered in construing or interpreting this Note.

j) Notices. All notices and other communications given or made pursuant to this Note shall be in writing (including electronic mail as permitted in this Note) and shall be deemed effectively given upon the earlier of actual receipt, or (i) personal delivery to the party to be notified; (ii) when sent, if sent by electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day; (iii) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address as set forth on the signature page, or to such e-mail address or address as subsequently modified by written notice given in accordance with this Section 5(j). Each party consents (including for purposes of Section 232 of the Delaware General Corporation Law if this Note converts into capital stock of the Company) to the delivery of any notice pursuant to this Note by electronic mail at the e-mail address set forth below on the signature page, as updated from time to time by notice to the other party. To the extent that any notice given by means of electronic mail is returned or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new or corrected e-mail address has been provided, and such attempted electronic notice shall be ineffective and deemed to not have been given. Each party agrees to promptly notify the other party of any change in its e-mail address, and that failure to do so shall not affect the foregoing. The terms of this Section 5(j) shall survive any conversion and/or repayment of this Note.

k) Expenses. Each of the Company and the Holder shall bear such party’s respective expenses and legal fees incurred with respect to the negotiation, execution and delivery of this Note and the transactions contemplated herein.

l) Delays or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to the Holder, upon any breach or default of the Company under this Note shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character by the Holder of any breach or default under this Note, or any waiver by the Holder of any provisions or conditions of this Note, must be in writing and shall be effective only to the extent specifically set forth in writing and that all remedies, either under this Note, or by law or otherwise afforded to the Holder, shall be cumulative and not alternative. This Note shall be void and of no force or effect in the event that the Holder fails to remit the full principal amount to the Company within five calendar days of the date of this Note.

m) Entire Agreement. This Note constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof, and no party shall be liable or bound to any other party in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein.

n) Exculpation among Holders. The Holder acknowledges that the Holder is not relying on any person, firm or corporation, other than the Company and its officers and Board members, in making the Holder’s investment or decision to invest in the Company.

o) Senior Indebtedness. The indebtedness evidenced by this Note is subordinated in right of payment to the prior payment in full of any Senior Indebtedness in existence on the date of this Note or hereafter incurred. “Senior Indebtedness” shall mean, unless expressly subordinated to or made on a parity with the amounts due under this Note, all amounts due in connection with (i) indebtedness of the Company to banks or other lending institutions regularly engaged in the business of lending money (excluding venture capital, investment banking or similar institutions and their affiliates, which sometimes engage in lending activities but which are primarily engaged in investments in equity securities), and (ii) any such indebtedness or any debentures, notes or other evidence of indebtedness issued in exchange for such Senior Indebtedness, or any indebtedness arising from the satisfaction of such Senior Indebtedness by a guarantor.

p) California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS NOTE HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION OR IN THE ABSENCE OF AN EXEMPTION FROM SUCH QUALIFICATION IS UNLAWFUL. PRIOR TO THE ACCEPTANCE OF SUCH CONSIDERATION BY THE COMPANY, THE RIGHTS OF ALL PARTIES TO THIS NOTE ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED OR AN EXEMPTION FROM SUCH QUALIFICATION BEING AVAILABLE

[Signature pages follow]

The parties have executed this Convertible Promissory Note as of the date first noted above.

COMPANY:

Indr, Inc.

By: ____________________________

Name: Chris Roberts

Title: Chief Executive Officer

Address for Notice: 4445 Eastgate Mall, Suite 200

San Diego, CA 92121

[email protected]

HOLDER:

What is Carofin?

Carofin is a FINRA broker dealer, an investment bank headquartered in Brevard, North Carolina, that specializes in financing smaller businesses. Carofin’s parent company Carolina Financial Group, LLC, was established in 1995 and its affiliates have privately placed over $1.2 billion in debt and equity securities.

Is this security registered with the Securities Exchange Commission (S.E.C.)?

No. It is being privately placed under Rule 506c of Regulation D of the S.E.C.

Must investors in the company be accredited Investors?

Yes. They must have a household income of $300,000 (for married couples) OR a net worth of $1,000,000, excluding the value of their primary residence, OR qualify for an institutional category of investor.

How is this security repaid?

The Series A-1 security is in a technology growth company and repayment would be based on growing and successfully selling the Company.

What rights do I have as an Investor?

The investors have customary rights in this security that are listed in the Series A-1 Offering documents.

Will investors continue to receive information about the security after issuance?

The Security requires timely updates, and these are listed in the Series A-1 Preferred Offering documents. CFG Financial Services also has these rights and will strive to keep Investors informed about any unexpected changes in the Issuer's business and general operational updates.

What if I have questions in the future about the business’s performance?

Carofin will distribute updates to investors at least quarterly, including account statements. You should feel free to also call Carofin at 828.393.0088 or email us at [email protected]