Indr, Inc., (“Indr”, the “Company” or the “Issuer”), is a Delaware C Corporation headquartered in San Diego California.

Series A-1 Preferred Stock (the “Offering”, “Securities” or the “Senior Preferred”) of the Issuer, offered privately in accordance with S.E.C. Regulation D, Rule 506(c). Indr is granting 20% Warrant coverage on the first $3,000,000 of new investment capital into this Offering.

Up to $15,000,000 USD

The effective pre-money valuation for this Offering is $40,000,000 USD. The implied post-money valuation is $69,000,000 USD. For additional details please see the Pro-Forma Capitalization Table enclosed herewith.

The Company has authorized 9,511,370 shares of Preferred Stock to include 4,461,774 Shares of Junior Preferred Stock that have been sold and 5,049,596 Shares of Senior Preferred Stock priced at $2.97053 per Share for this Offering. The Senior Preferred stock represents 18.14% of the Company’s fully diluted ownership, and together with the Junior Preferred shareholders will own 34.17% of the Company on a fully diluted basis.

All Investors in the Senior Preferred (the “Senior Preferred Investors”) must qualify as an “Accredited Investor” as defined within Regulation D; Rule 501 as promulgated by the U.S. Securities Exchange Commission.

The investment objective is to generate capital gains for investors.

The minimum subscription amount for an investor to directly invest in the Offering will be $100,000, subject to an exception by the Company.

The Offering will expire on December 31, 2025, subject to a 90-day extension by the Company at its sole discretion.

Indr is a growth company, so at the time of this Offering there are no dividends proposed. However, if in the future the Indr Board of Directors approves dividend payments, the Senior Preferred investors will be paid pro rata with the Common Stockholders on an as-if-converted basis.

In the event of any liquidation event, dissolution or winding up of the Company, the holders of the Senior Preferred (or their permitted transferees or assigns) will be paid first at one time (1X) 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 the holders of Junior Preferred Shares will be paid at one time (1X) the original purchase price plus any accrued dividends plus any declared and unpaid dividends on each of the Junior Preferred Shares (the “Series A Preferred Liquidation Preference”). (or, if greater the amount that the Series A Preferred would receive on an as converted basis). After the payment of the Series A-1 Liquidation Preference and the Series A Liquidation Preference the balance of any proceeds shall be distributed pro rata to the holders of Common Stock. A merger or consolidation (other than one in which stockholders of the Company own a majority by voting power of the outstanding stock of the surviving or acquiring corporation) and a sale, lease, transfer, exclusive license or other disposition of all or substantially all of the assets of the Company will be treated as a liquidation event (a “Deemed Liquidation Event”), thereby triggering payment of the liquidation preferences described above unless the holders of a majority of the Senior Preferred vote to convert into Common Stock as defined below under Optional Conversion. The Senior Preferred stockholder's entitlement to their liquidation preference shall not be abrogated or diminished if part of the consideration is subject to escrow in connection with a Deemed Liquidation Event. The Senior Preferred stockholders may have other liquidation rights as stated in the Definitive Documents required for closing. The Senior Secured investors may have other Liquidation Rights as stated in the Definitive Documents required for closing.

The Senior Preferred may convert at a 1:1 ratio to Common Stock at any time at option of holder, subject to any adjustments for stock dividends, splits, combinations and similar events and as described below under “Anti- Dilution Provisions.”

Each share of the Senior Preferred will automatically be converted into Common Stock at the then applicable conversion rate (i) in the event that holders of at least 75% of the outstanding Senior Preferred consent to such a conversion or (ii) upon the closing of a firm public offering of shares of Common Stock of the Company at a per share price of not less than three (3X) times the Series A-1 Preferred Original Purchase Price (subject to adjustments for dilution, stock dividends, splits, combinations of the like) per share and for a total offering of not less than one hundred million dollars ($100,000,000) (after deduction of underwriter expenses) (a “Qualified Initial Public Offering”).

Broad-based Weighted Average anti-dilution protection against additional equity being issued or options granted at a value lower than that implied at the time of the Senior Preferred closing. Options or Warrants approved by the Board of Directors for issuance to management, consultants and/or key employees shall not trigger an anti-dilution adjustment. The anti-dilution adjustment will also not include the conversion of shares of Preferred or conversion or exchange of one type of Common Stock for another type of Common Stock, dividends to or distributions to the Preferred, the conversion or exercise of convertible securities outstanding during this Offering, the underwriting of a public offering under the Securities Act that all Preferred Stock is automatically converted into Common Stock and in connection with an adjustment of the Conversion Price that is made by (Standard Exemptions). The Conversion Price will have a proportional adjustment for stock splits, stock dividends, combinations, recapitalizations and other like events. Any adjustment to the Conversion Price may be waived by holders of 75% of the Series A-1 Preferred Stock. This anti-dilution protection does not apply to the anticipated subsequent rounds of financing needed to grow the Company that are sold at a higher valuation than that implied at the time of the Senior Preferred closing. The Senior Secured investors may have other Anti-dilution Rights as stated in the Definitive Documents required for closing.

If any follow-on investors in the Series A-1 Preferred Offering require more favorable terms than originally offered in this document, then the existing Series A-1 Preferred investors will be granted the same terms. The Senior Secured investors may have other Most Favored Nation Rights as stated in the Definitive Documents required for closing.

Neither the Senior Preferred, nor the Junior Preferred (together known as the “Preferred”), nor the Common stock have Redemptive Rights.

Shareholders owning Senior Preferred will vote as a separate class together with the Common shareholders except whereas specifically provided herein and in the Definitive Documents required for closing. The Senior Preferred shareholders have pro-rata voting rights with the common shareholders on an “as if converted” basis.

So long as Senior Preferred remains outstanding, the Company will obtain a majority consent of 75% from the Senior Preferred stockholders (i) for any merger or sale of all or part of the Company at a price resulting in a return to the Senior Preferred investors (inclusive of all prior distributions received by the Senior Preferred investors) of less than three times their Investment Principal, and (ii) any amendments or modifications of the Amended and Restated Certificate of Organization and/or Investor Rights Agreement in a manner that adversely affects the powers, participation or rights of the Series A-1 Preferred Investors. The Senior Secured investors may have other Approval Rights and Protective Provisions as stated in the Definitive Documents required for closing.

The Board of Directors shall initially consist of seven members (the “Directors”) and will be selected as follows: (i) holders of the Senior Preferred shall be entitled to designate two voting Directors (the “Senior Preferred Directors”) which shall consist of one Director appointed by the Series A-1 Lead Investor (the “A-1 Lead Director”) and one Director appointed by a majority vote of the new (non-Lead Investor) investors (the “First A-1 Director”). The A-1 Lead Investor Director is contingent on the full lead investment of $2,050,000 being closed simultaneously with the first $2,500,000 or more of new money in the Senior Preferred Offering. If the A-1 Lead Investor does not meet this requirement, then the Lead Investor Director position will be removed, and the Senior Preferred investors will appoint by a majority vote the second Senior Preferred Director (the “Second A-1 Director”). For clarity the A-1 Lead Investor will have no votes for selecting the First Series A-1 Director; (ii) holders of the Junior Preferred (Series A investors) shall be entitled to designate two voting Directors (the “Junior Preferred Directors”) which shall consist of one Director appointed by the Series A Lead Investor (the “A Lead Director”) and one Director appointed by a majority vote of the Junior Preferred investors (the “A Director”); (iii) holders of the Common stock shall be entitled to designate one voting Director (the “Common Director”); (iv) One (“At-Large Director”) shall be appointed by a majority of the Common stockholders and Preferred stockholders voting as a single class. The Company’s Chief Executive Officer (CEO) shall be a voting Director; (v) Any future voting Directors that are added to the Board of Directors shall be nominated by the CEO, not otherwise be associated with the Company and shall be elected by all of the outstanding Preferred and Common stockholders voting together as a single voting group. The Board will elect an Audit Committee and a Compensation Committee, each of whom will consist of at least one non-employee Director and up to two members outside of the Board of Directors. The Company shall pay for or reimburse reasonable out-of-pocket expenses for all Directors. The current Board of Directors are as follows:

1. Chris Roberts, the Indr CEO

2. Jan Joubert, the Common Director

3. Holger Heims, Chairman and the At-Large Director

4. Haydar Alireza, the Lead Series A Director

5. Basil, the Series A Director

6. TBD, the Lead Series A-1 Director

7. TBD ,the Series A-1 Director

The Company will provide financial reporting, including quarterly, year-to-date and annual income, balance sheet and cash flow statements as compared to the current budget and compared to results for the comparable period for the prior year to the Senior Preferred investors and to Carolina Financial Securities LLC. An annual review will be performed within 120 days of the Company’s fiscal year-end by an outside auditor selected by the Company and approved by the Audit Committee. The upcoming year’s annual budget will be provided to each investor within 30 days of each fiscal year-end if they continue to be shareholders of the Company. The Senior Secured investors may have other Information Rights as stated in the Definitive Documents required for closing.

For as long the Senior Preferred is outstanding and investors representing a super majority defined as 75% of the Senior Preferred shares have voted affirmatively to request that their representatives conduct an inspection of the Issuer, then these investors shall be entitled to standard inspection rights upon reasonable notice. The Senior Secured investors may have other Inspection Rights as stated in the Definitive Documents required for closing.

All Senior Preferred stockholders shall have preemptive rights to purchase additional shares, up to the amount of their ownership percentage of the Company on an as-converted basis, in bona fide offerings for capital raising purposes until such time as the Senior Preferred stock converts to common stock, and/or sale or merger of the Company occurs, subject to customary exclusions, including without limitation: (i) issuances of management, employee, director, and/or consultant incentive equity, (ii) equity issued at any time pursuant to any currently outstanding debt instruments, options or warrant agreements (ii) equity securities issuable upon exercise of any options or other equity security equivalents, (iv) equity securities issued in connection with bona fide third party financing transactions and (v) equity securities issued in connection with acquisitions and other strategic transactions. The Senior Secured investors may have other Preemptive Rights as stated in the Definitive Documents required for closing.

Should any single Senior Preferred investor or stockholder of any class owning five percent (5%) or more of the Company’s total equity make a private sale of its shares (to someone other than another employee, officer or Director or then current shareholder of the Company, or a transfer pursuant to estate planning), then the holders of Senior Preferred would be entitled to participate, pro rata, in the sale (i.e., a Tag-Along Right).

If a Senior Preferred investor, or a common shareholder, or a group of shareholders owning a supermajority of the shares defined as (75%) of the total shares of all classes (“Selling Shareholders”) decide to (i) sell their shares to an unrelated third party, (ii) sell or license all or substantially all of the Company’s assets to an unrelated third party or (iii) consummate a similar “sale of the company” transaction, and such transaction is unanimously approved by the Company’s Board, then they shall have the right (i.e., a Drag-Along Right) to require the remaining shareholders of all classes to sell their shares at the same price and on the same terms as offered by the third party for the Selling Shareholders’ shares; subject to standard exceptions and requirements.

The Senior Preferred stockholders are subject to resale restrictions under applicable securities laws and are not registered for sale with the Securities and Exchange Commission. The shares of the Company’s securities to include those from employees and consultants shall be made subject to a right of first refusal and co-sale agreement whereby stockholders may not sell, transfer, or exchange their stock unless the Company first and each Preferred shareholder second has an opportunity to purchase such shares on a pro rata basis with a right of oversubscription for the purchasing Preferred holder. These rights shall not apply to and shall terminate upon a Qualified IPO or Liquidation Event.

Investors in the Series A-1 Preferred Offering, together as one class, will be granted the following registration rights after the Company’s IPO: (i) one demand registration for underwritten offerings, (ii) unlimited piggyback rights (including participation in the Company’s IPO, subject to underwriter approval) and (iii) rights to register shares in unlimited S-3 "shelf" offerings. All related expenses (except underwriters' discounts and commissions) incurred by the holders shall be paid by the Company. The registration rights shall be subject to standard blackout rights. The Senior Secured investors may have other registration rights as stated in the Definitive Documents required for closing.

The Company will accept the funding of the Senior Preferred Offering on a continuous basis i.e. funds will be taken as received by the Company for up to $15,000,000.

Standard representations and warranties as to due organization, existence in good standing, power to conduct its business, and all Board, Lead Investor and/or Shareholder approvals will be provided by the Company in the Purchase Agreement and/or Investor Rights agreement. Standard representations and warranties typical of a private offering of equity shares will be provided by each Investor, including as to status as an “accredited investor”, receipt of Private Placement Memorandum, Company’s shareholder agreement, and other offering documents and other materials as requested, and acknowledgement that the Offering is being made under exemption from registration requirements (details to be found in the purchase agreement/investor rights agreement). For compliance with the requirements of Rule 506(c), each Investor shall be obligated to provide the Company with either: (i) third party confirmation of such Investor’s status as an “accredited investor”, or (ii) such information as reasonably requested by the Company to confirm such Investor’s status as an “accredited investor”.

The closing of the Offering (when funds are released from the Investor and are transferred to the Issuer) is subject to customary pre-conditions, including but not limited to: Receipt of all required authorizations, approvals and consents; and Delivery of customary closing certificates; and the absence of material adverse changes with respect to the Company.

Within 90 days of the first $3,000,000 closed in the Senior Preferred, the Company shall purchase and maintain a $1MM Key Man insurance policy on the CEO, CFO, and CTO. This insurance will be kept in place for three years.

Carolina Financial Securities, LLC shall receive a 7% cash fee for all equity capital raised as well as Common equity warrants of the Issuer as compensation for services rendered. The amount of these CFS warrants will equal the number of shares equal to 7% of the Senior Preferred purchased by investors and/or converted into the Senior Preferred from debt. All legal fees and out-of-pocket expenses relating to closing the Offering will be paid by Indr with CFS expenses subject to the Engagement Agreement between Indr and CFS. Up to 50% of the placement fees earned by CFS may be shared with Carofin, LLC, an affiliated broker-dealer, for its assistance in the placement of the Offering.

CFG Financial Services, LLC (“CFG FS”), an affiliate of Carofin and Carolina Financial Securities will act as administrative agent for the Senior Preferred investors, often coordinating reporting and other obligations between the Company and the Senior Preferred investors. The Company will reimburse CFG FS for its reasonable out-of-pocket expenses.

State of Delaware

The Securities being offered should be considered a speculative investment. The ability of the Company to achieve its objectives may be determined by factors beyond its control that cannot be predicted at this time. Consequently, there can be no assurance that the Company’s efforts to continue its business operations will prove to be sufficient to enable the Company to generate the funds required to make distributions. Anyone investing in these Securities should do so only if they are financially able to sustain the loss of their entire investment and should recognize that such a possibility exists.

As this security is a private transaction, there is currently no public market for the securities being offered herein. These Securities are not considered to be publicly registered securities and will have no secondary sale opportunity for liquidity.

The Company has a limited history of operations which makes an evaluation of the Company’s business and prospects difficult to ascertain. No assurances can be given that the Company will ever be profitable or generate revenues sufficient to make distributions or return any investment capital. In assessing the Company’s prospects, a potential investor must consider the risks and difficulties frequently encountered by early-stage companies. These risks include but are not limited to the Company’s ability to: raise sufficient capital to fund operations, and other general corporate purposes; manage changing and expanding operations; establish and increase awareness of the Company’s brand and strengthen loyalty among prospective customers; implement and successfully execute the Company’s business and marketing strategies; respond effectively to competitive pressures and developments; continue to enhance the Company’s products and services; and attract, retain and motivate qualified personnel. The Company’s failure in any of these areas could adversely affect the Company’s operations and financial condition, which could lead to a loss of some or all the Series A-1 Preferred Stock investment.

As of the end of Q3 2024 the Company has outstanding debt in the amount of $5,748,000 consisting of $2,001,000 in back pay to employees, $1,462,000 in accounts payable to vendors and $2,285,000 in short term debt that will be paid from the proceeds of this Offering. Management believes that approximately 37% of this total will be converted into the Series A-1 Preferred, reducing the total outflow to $3,597,000. However, as this is still in ongoing negotiations Investors in the Series A-1 Preferred Offering should plan on the full $5,748,000 and ongoing operational costs being paid out from the proceeds of this Offering. Should the Company default on any of the payments owed to the employees, vendors, or lenders then these parties would have the right to act, which would negatively affect the Company. The Company has issued in their Representations and Warranties that these parties will be paid current from the proceeds of this Offering or will be under a signed conversion agreement. To balance this risk the Company is granting 20% Warrant coverage on the first $3,000,000 of new investment (investment other than the Lead Investor) in the Series A-1 Preferred Offering.

Any substantial decline in the demand for products sold by the Issuer may cause a decline in the market value of the Issuer’s product and could negatively impact the Issuer’s financial performance.

Pricing for the Company’s products can vary significantly depending on market conditions. This may negatively impact the Issuer’s financial performance.

Outbreaks of disease and other events, which may be beyond Indr’s control could disrupt the Company’s supply chain and negatively affect the perceptions of and demand from the Company’s customers.

Success for the Issuer’s business depends, in part, on the quality and safety of the Issuer’s products. If the products are found to be defective or unsafe, or if they otherwise fail to meet customer standards, relationships with customers could suffer. Further, the Issuer’s reputation could be diminished, and the Issuer could lose sales and/or become subject to liability claims, any of which could result in a material adverse effect on the business.

The Issuer’s activities are subject to international, federal, and state laws. The Issuer’s activities are expected to have a variety of regulatory oversight as development proceeds. Development of any of the Issuer’s operations will be dependent on the Issuer satisfying regulatory guidelines and, where required, being approved by governmental authorities. The Issuer intends to conduct their business activities in a compliant manner and in accordance with all applicable laws but may still be subject to accidents or other unforeseen events which may compromise performance which could have adverse financial implications. This regulatory risk is increased for Indr as their proprietary intellectual property is driven by Artificial Intelligence (AI), which is believed to be under-regulated by global lawmakers. The governing bodies worldwide intend to regulate all aspects of AI and efforts are currently underway to set these rules. Thus, as the boundaries for AI are not yet set and there is no known method of discerning what they will be, this remains a major risk to the technology industry and Indr.

The Company competes with others in the industry. Competitors include companies that may have greater financial and other resources than the Company. Additionally, these competitors could use strategies to prevent the Company from achieving its objectives and may gain market share. This may have a material adverse impact on the financial position of the Company. The Company will have to compete based on price and performance with product offerings from service providers that are already well-established in the marketplace. The domestic market for the Company’s products is intensely competitive and is also characterized by frequent introductions of new or enhanced products, price competition, the continued emergence of new industry standards and regulatory developments. Some of the Company’s potential competitors have longer operating histories, substantially greater financial, technical, sales, marketing and other resources, established name recognition and an existing customer base. Competitors with an established customer base will have a significant competitive advantage over the Company by virtue of their existing sales channels and ability to create repeat business.

Any negative changes in economic conditions could have a material adverse effect on the Company’s business.

The Company relies significantly on the use of information technology. The Company increasingly relies on information technology systems to process, transmit and store electronic information. The future success and growth of its business depends on streamlined processes made available through information systems, global communications, internet activity and other network processes. The Company’s information technology systems, and those of its third-party service providers, may be vulnerable to information security breaches, acts of vandalism, computer viruses and interruption or loss of valuable business data. Stored data might be improperly accessed due to a variety of events beyond the Company’s control, including, but not limited to, natural disasters, terrorist attacks, telecommunications failures, computer viruses, hackers and other security issues. The Company has technological security initiatives and disaster recovery plans in place to mitigate its risk to these vulnerabilities, but these measures may not be adequate or implemented properly to ensure that its operations are not disrupted or that data security breaches do not occur. Hackers and data thieves are increasingly sophisticated and operate large-scale and complex automated attacks. Any breach of the Company’s network may result in damage to its reputation, the loss of valuable business data, misappropriation of its consumers' or employees' personal information, product fulfillment delays, key personnel being unable to perform duties or communicate throughout the organization, loss of sales, significant costs for data restoration and other adverse impacts on its business. Despite the Company’s existing security procedures and controls, if its network was compromised, it could give rise to unwanted media attention, materially damage its customer relationships, harm its business, reputation, results of operations, cash flows and financial condition, result in fines or lawsuits, and may increase the costs it incurs to protect against such information security breaches, such as increased investment in technology, the costs of compliance with consumer protection laws and costs resulting from consumer fraud.

The Company is in the early stages of implementing its business model, thus its business strategy, sales plan, implementation practices, technological capabilities, customer relationships and marketing focus that are based on assumptions rather than actual performance. The Company also faces several challenges including a lack of meaningful historical financial data upon which to plan future budgets, address competition, develop customer relationships and mitigate other risks.

The Company plans to continue to expend substantial capital in connection with the development of its products and sales process. If it fails to obtain the funding necessary to fund such development and to satisfy its working capital needs, the Company may have to delay its plans and miss its market opportunities. The Company’s current operating plan could change due to many known and unknown factors and may require additional funding. In addition, the Company may choose to raise additional capital due to favorable market conditions or strategic considerations even if it has sufficient funds for its current operating plan. To the extent available capital resources are insufficient to meet future capital requirements, the Company will have to seek additional funds to continue with its expansion plan. There can be no assurance that such funds will be available on favorable terms or even available at all. If adequate funds are not available, the Company may be required to curtail operations significantly or even altogether. The Company’s inability to raise capital on favorable terms could have a material adverse effect on its business, operations and financial condition.

The Company’s success depends on the continued innovation that make their products useful for existing and prospective customers, but there is no guarantee that the Company’s investments in its technologies and the development thereof will provide it with the benefits it expects. The Company’s technologies must integrate with a variety of network, hardware, mobile, and software platforms and technologies, and the Company may need to often modify and enhance its services to adapt to changes and innovation in these technologies. Any failure of the Company to operate effectively with future infrastructure platforms and technologies could reduce the demand for its services.

Indr’s technology is newly developed and is only now being introduced to customers. The Company’s customer care and customer experience, and the quality and value of the technology are critical to the Company’s ability to attract and retain customers. To date the Company has generated limited revenues, has incurred only losses and may not become profitable.

The Company was formed in 2021 and has since then been developing its products and creating its technology through extensive research and development. However, it has a limited operational history and cannot fully evaluate its business and prospects. Investors in The Series A-1 Preferred Offering must consider the risks and uncertainties frequently encountered by early-stage companies like Indr. If the Company is unsuccessful in addressing these risks and uncertainties, its business could be seriously harmed or may fail.

Since its inception, the Company has generated limited operational revenues and has incurred only losses, principally from costs relating to research and development, legal expenses, and salaries and consulting fees. The Company expects to continue to incur net operating losses in the foreseeable future. Its business model and strategies may not be successful and there is no assurance that the Company will ever become profitable in any future period.

The Company’s ability to increase its revenue and grow its business is partially dependent on the widespread acceptance of their products and solutions by large businesses and other commercial organizations. The Company may need to spend significant time and resources to better educate and familiarize these potential customers with the value proposition of its products and solutions. The length of the Company’s sales cycle for these customers from initial evaluation to payment for the Company’s products and services will vary substantially from customer to customer and from offering to offering. Customers will often require considerable time to evaluate, test, and qualify the Company’s offerings prior to adopting the Company’s offerings. The timing of the Company’s sales with its enterprise customers and related revenue recognition will be difficult to predict because of the length and unpredictability of the sales cycle for these customers. During the sales cycle, the Company will spend significant amounts of time and money on sales and marketing and contract negotiation activities, which may not result in a sale. Additional factors that may influence the length and variability of the Company’s sales cycle include: the effectiveness of its salesforce; the discretionary nature of purchasing and budget cycles and decisions; the obstacles placed by customers’ procurement process; economic conditions and other factors impacting customer budgets; the customer’s integration complexity; the customer’s familiarity with communications surveillance and compliance processes, and evolving customer demands The Company may be unable to scale its sales processes with increased adoption of its product offerings. The Company’s ability to increase its revenue and grow its business is partially dependent on the widespread acceptance of their products and solutions by large businesses and other commercial organizations. Indr may need to spend significant time and resources to better educate and familiarize these potential customers with the value proposition of its products and solutions. The length of the Company’s sales cycle for these customers from initial evaluation to payment for the Company’s products and services will vary substantially from customer to customer and from offering to offering. Customers will often require considerable time to evaluate, test, and qualify the Company’s offerings prior to adopting the Company’s offerings. The timing of the Company’s sales with its enterprise customers and related revenue recognition will be difficult to predict because of the length and unpredictability of the sales cycle for these customers. During the sales cycle, Indr will expend significant time and money on sales and marketing and contract negotiation activities, which may not result in a sale. Additional factors that may influence the length and variability of the Company’s sales cycle include: the effectiveness of its sales force; the discretionary nature of purchasing and budget cycles and decisions; the obstacles placed by customers’ procurement process; economic conditions and other factors impacting customer budgets; the customer’s integration complexity; the customer’s familiarity with communications surveillance and compliance processes, and evolving customer demands.

The Company’s inability to manage its growth effectively could affect its ability to pursue business opportunities and expand its business. As the Company increases the commercialization of its products and operations grow, it will need to hire many more employees. This growth may place strain on its management and operations. The Company’s ability to manage growth will depend on the ability of its officers and key employees to implement and improve the Company’s operational, management information, sales and marketing and financial control systems and to expand, train and manage its workforce. The Company believes that competition for qualified technical, sales, marketing and managerial personnel will be intense. The Company’s ability to implement its business plan could be adversely affected if it is unable to hire and retain qualified personnel as needed.

If the Company fails to secure or protect its intellectual property rights, competitors may be able to use its technologies, which could weaken the Company’s competitive position, reduce its revenue or increase its costs. The Company relies on a combination of patent, copyright, trademark and trade secret laws, and confidentiality procedures to establish and protect its proprietary rights. Policing unauthorized use of its technologies will be difficult, and the Company cannot be certain that the steps it has taken will prevent the misappropriation or unauthorized use of its technologies, particularly in foreign countries where the laws may not protect its proprietary rights as fully as United States law. The Company’s competitors may independently develop or may have already developed similar technology, duplicate the Company’s products or design around its other intellectual property rights. The Company will also rely on trade secrets and new technologies developed by its employees and consultants to maintain its competitive position. Although the Company has confidentiality and intellectual property protections inherent in employee relationships, it cannot be certain that these protections will be effective in preventing them and others from misappropriating their trade secrets.

The Company’s success will, in part, depend on its ability to operate without infringing on the proprietary rights of others. It may not be able to do this successfully. Although the Company has conducted searches and is not aware of any patents and trademarks which its products or their use might infringe, it cannot be certain that infringement has not or will not occur. The Company would incur substantial costs in defending infringement lawsuits or in asserting rights in a lawsuit against another party.

Due to the organization's size, the Issuer relies on certain key employees, particularly the Corporate Officers holding the roles of CEO, CFO, CPO, CTO, and COO. If the Issuer is unable to retain these Officers and/or other key employees it could jeopardize the Issuer’s ability to implement its business plan, its relationships with its customers, and its financial stability.

The Issuer expects to continue to grow the Company on a very large scale, and growth at this level could strain the Issuer’s resources. Any inability to manage this growth effectively would have a material adverse effect on the Issuer’s business to include failure.

The Securities offered through this Offering will not be registered or qualified under federal and state securities laws or the securities laws of any foreign jurisdiction. The Company anticipates that no regulatory authority or other disinterred entity will review or pass upon the fairness of the disclosure of risks and tax consequences inherent in the investment in Securities or the other terms of this Offering. Prospective investors should be aware that they do not have all the protection afforded by applicable federal and state securities laws to investors in registered or qualified offerings. Accordingly, all investors must evaluate for themselves, or with the assistance of their advisors, attorneys, and accountants, the adequacy of the disclosures and the fairness of the other terms of this Offering without the benefit of prior review by any regulatory authority or other disinterested entity.

The Issuer reserves the right to accept or reject any proposed investment at its sole discretion. Subject to this discretion, it intends to accept investments on a “first-come, first-served” basis, with the consequence that Investors will be allocated a portion of the total Offering, based upon the amounts they have committed, in the order in which such commitments have been accepted. The Issuer is not required to accept all commitments tendered to it. There is no assurance, therefore, that your commitment will necessarily be accepted in whole or in part by the Company and the Company may raise more funding or less funding than is needed to make its investments.

Management will have broad discretion to spend or invest the proceeds from this offering in ways with which new investors may not agree.

The Company is not obligated to make distributions of cash or other property on any of the Securities and it has no present intention of making any such distributions. The Company intends to retain any earnings in the foreseeable future to finance the growth and development of the business. An investment in the Company is a long-term, speculative commitment. No public market for the Securities exists and no assurance can be made that any such public market will develop in the future. Consequently, Investors may not be able to resell any of the Securities sold in this offering. Each purchaser of the Securities will be required to represent that it is an accredited investor and that it is purchasing the Securities for its own account for investment purposes and not with a view to resale or distribution. The Securities have not been, nor will they be registered under the Securities Act or under any state securities laws, and the Company is under no obligation to register any of the Securities. No transfer of the Securities may be made unless an exemption to such registration applies to any such transfer. Accordingly, investors must be ready to hold the Securities for an indefinite time period and must be able to bear the risk of a total loss of their entire investment.

The offering price of the Securities is not necessarily indicative of their value, and it is not anticipated that there will be any market for resale of the Securities. As a result, you may be unable to sell or otherwise dispose of your Securities should you desire to liquidate your investment in the event of an emergency or other financial need.

Potential investors should not rely exclusively on one aspect of the security structure when making an investment decision on whether or not to participate in this Offering.

The financial projections contained in this Offering Summary and any supplements represent the Issuer’s estimated results of operations. The financial projections were prepared based on assumptions and estimates which may differ from actual events and/or circumstances.

Potential investors should not rely exclusively on one aspect of the security structure when making an investment decision on whether or not to participate in this Offering.

In addition to the above risks, businesses are often subject to risks not foreseen or fully appreciated by management. The foregoing risks and other risks described in this Offering are not an all-inclusive listing of the business and other risks facing the Company. As with any business entity, the Company cannot predict with certainty all the possible challenges which may confront the Company’s business in future years. It is possible that events or conditions not foreseeable at present and which may not be subject to control by the Company may occur in the future and have an adverse impact on the ability of the Company to carry out its business objectives in a profitable manner. Prospective investors reviewing this Offering Summary should keep in mind other possible risks that could be important to the success of their investment in Indr.